Exhibit 1.1
EXECUTION COPY
UNDERWRITING AGREEMENT
dated November 24, 2006
GRANITE MASTER ISSUER PLC
and
NORTHERN ROCK PLC
and
GRANITE FINANCE FUNDING 2 LIMITED
and
GRANITE FINANCE TRUSTEES LIMITED
and
DEUTSCHE BANK SECURITIES INC.
and
LEHMAN BROTHERS INC.
and
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
and
BARCLAYS CAPITAL INC.
and
CITIGROUP GLOBAL MARKETS LIMITED
and
J. P. MORGAN SECURITIES INC.
and
MORGAN STANLEY & CO. INTERNATIONAL LIMITED
and
UBS SECURITIES LLC
relating to GRANITE MASTER ISSUER PLC
U.S. $650,000,000 Series 2006-4 Class A1 Notes due December
2030
U.S. $704,300,000 Series 2006-4 Class A4 Notes due December
2054
U.S.
$1,130,000,000 Series 2006-4 Class A6 Notes due December 2054
U.S. $60,600,000 Series 2006-4 Class B1 Notes due December 2054
U.S. $47,800,000 Series 2006-4 Class M1 Notes due December 2054
U.S. $10,000,000 Series 2006-4 Class M2 Notes due December 2054
U.S. $32,600,000 Series 2006-4 Class C1 Notes due December 2054
U.S. $15,000,000 Series 2006-4 Class C2 Notes due December 2054
SIDLEY AUSTIN
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON, EC2V 5HA
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Clause
Page
<S> <C>
<C>
1.
Agreement to Issue and
Subscribe....................................................................5
2.
Stabilization.......................................................................................8
3.
Agreements by the
Underwriters......................................................................9
4.
Listing............................................................................................16
5.
Representations and Warranties of the Master
Issuer................................................17
6.
Representations and Warranties of Funding 2 and the Mortgages
Trustee..............................23
7.
Representations and Warranties of
NRPLC............................................................28
8.
Covenants of the Master Issuer, Funding 2, the Mortgages Trustee
and NRPLC.........................31
9.
Conditions
Precedent...............................................................................40
10.
Expenses...........................................................................................44
11.
Indemnification....................................................................................45
12.
Termination........................................................................................49
13. Survival
of Representations and
Obligations........................................................50
14.
Notices............................................................................................51
15.
Time...............................................................................................52
16. Non
Petition and Limited
Recourse..................................................................52
17. Governing
Law and
Jurisdiction.....................................................................53
18.
Counterparts.......................................................................................54
19. Authority
of the Lead
Underwriters.................................................................54
20.
Successors.........................................................................................54
Schedule 1
................................................................................................S-1
</TABLE>
i
<PAGE>
THIS UNDERWRITING AGREEMENT (this "Agreement") is made as of
November 24, 2006
BETWEEN:
(1) GRANITE MASTER
ISSUER PLC, a public limited company incorporated under
the
laws of England and Wales, whose registered office is at Fifth
Floor,
100
Wood Street, London EC2V 7EX (the "Master Issuer");
(2) NORTHERN ROCK PLC,
a public limited company incorporated under the laws
of
England and Wales, whose registered office is at Northern Rock
House,
Gosforth, Newcastle upon Tyne NE3 4PL ("NRPLC");
(3) GRANITE FINANCE
FUNDING 2 LIMITED, a private limited company incorporated
under the laws of England and Wales, whose registered office is at
Fifth
Floor, 100 Wood Street, London EC2V 7EX ("Funding 2");
(4) GRANITE FINANCE
TRUSTEES LIMITED, a private limited company incorporated
under the laws of Jersey, Channel Islands, whose registered office
is at
22
Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
(the
"Mortgages Trustee");
(5) DEUTSCHE BANK
SECURITIES INC., a Delaware corporation, whose registered
office is at 60 Wall Street, New York, New York 10005, LEHMAN
BROTHERS
INC., a corporation organized under the laws of the State of
Delaware,
whose registered office is at 2711 Centerville Road, Wilmington,
Delaware
19808, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
a
corporation organized under the laws of the State of Delaware,
whose
registered office is at c/o The Corporation Trust Company, 1209
Orange
Street, Wilmington, Delaware 19801 (the "Lead Underwriters");
and
(6) BARCLAYS CAPITAL
INC., a corporation organized under the laws of the
State of Connecticut, whose registered office is at 200 Park
Avenue, New
York, New York 10166, CITIGROUP GLOBAL MARKETS LIMITED, a
limited
liability company incorporated under the laws of England and Wales,
whose
registered office is at Citigroup Centre, Canada Square, Canary
Wharf,
London E14 5LB, J.P. MORGAN SECURITIES INC., a corporation
organized
under the laws of the State of New York, whose registered office is
at
270
Park Avenue, New York, New York 10019, MORGAN STANLEY & CO.
INTERNATIONAL LIMITED, a private limited company incorporated under
the
laws
of England and Wales, whose registered office is 25 Cabot
Square,
Canary Wharf, London E14 4QA and UBS SECURITIES LLC, a limited
liability
company organized under the laws of the State of Delaware,
whose
registered office is at c/o Corporation Service Company, 2711
Centerville
Road, Suite 400,
Wilmington, Delaware 19808 (together with the Lead
Underwriters, the "Underwriters" and each an "Underwriter").
WHEREAS:
(A) The Master Issuer
proposes to issue and sell to the Underwriters the
mortgage-backed notes of the series and class specified in Schedule
1
hereto and described in Clause 1.3 hereof (the "US Notes" as set
forth on
the
cover page of the Prospectus Supplement).
(B) The US Notes will
be issued in U.S. dollars and in minimum denominations
of
$100,000 and integral multiples of $1,000 in excess thereof. The
US
Notes will be issued on the date and at the time specified in
the
Prospectus Supplement, which date and time may be changed by
agreement
between the Master Issuer and the Lead Underwriters on behalf of
the
Underwriters (such date and time of delivery of and payment for
such US
Notes being
<PAGE>
hereinafter referred to as the "Closing Date"). The issue of the US
Notes
is
referred to in this Agreement as the "Issue".
(C) Simultaneously
with the Issue, the Master Issuer intends to issue other
classes and series of notes (the "Reg S Notes", and together with
the US
Notes, the "Notes") specified in the subscription agreement dated
as of
the
date hereof (the "Subscription Agreement") among the Master
Issuer,
NRPLC, Funding 2, the Mortgages Trustee and the respective dealers
named
therein (the "Dealers"). Such Dealers have agreed to subscribe and
pay
for
the Reg S Notes upon the terms and subject to the conditions
contained in the Subscription Agreement and the programme agreement
dated
as
of January 19, 2005 (the "Programme Date"), as amended by a Deed
of
Amendment dated August 26, 2005, among the Master Issuer, NRPLC,
Funding
2,
the Mortgages Trustee and the respective dealers named therein
(the
"Programme Agreement").
(D) The Notes will be
constituted by, issued subject to and have the benefit
of a
supplemental trust deed to the Issuer Trust Deed (the
"Supplemental
Issuer Trust Deed") to be entered into on or before the Closing
Date
between the Master Issuer and The Bank of New York, London Branch
as
trustee for the Noteholders (the "Note Trustee").
(E) The Notes
(together with the Master Issuer's obligations to its other
creditors) will be secured by the benefit of security interests
created
under a deed of charge and assignment by way of security dated
the
Programme Date, which includes any deed of accession entered into
in
connection therewith or supplement thereto (the "Issuer Deed of
Charge")
by
the Master Issuer, The Bank of New York (in its separate capacities
as
the
Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in
its
separate capacities as the Principal Paying Agent, the US Paying
Agent,
the
Registrar, the Transfer Agent, an Issuer Account Bank and the
Agent
Bank), NRPLC (in its separate capacities as the Issuer Cash
Manager, the
Issuer GIC Provider, an Issuer Account Bank and the Start-up
Loan
Provider), and Law Debenture Corporate Services Limited in its
capacity
as
the Corporate Services Provider. The deed of accession to the
Issuer
Deed
of Charge to be entered into on the Closing Date is herein
referred
to
as the "Issuer Deed of Accession".
(F) Payments of
principal of, and interest on, the US Notes will be made by
the
Master Issuer to the US Paying Agent and by the US Paying Agent
to
Noteholders on behalf of the Master Issuer under a paying agent and
agent
bank
agreement entered into on or before the Programme Date (the
"Issuer
Paying Agent and Agent Bank Agreement") among the Master Issuer,
the Note
Trustee, the Issuer Security Trustee, the Agent Bank, the
Principal
Paying Agent, the US Paying Agent, the Transfer Agent and the
Registrar.
(G) Each class of the
US Notes will be in fully registered permanent global
form. The Registrar will maintain a register in respect of the US
Notes
in
accordance with the Issuer Paying Agent and Agent Bank Agreement.
The
global note certificates representing the US Notes (the "Dollar
Global
Note
Certificates") will be deposited on behalf of the beneficial
owners
of
the US Notes with Citibank N.A. in New York, as custodian for,
and
registered in the name of Cede & Co. as nominee of, The
Depository Trust
Company ("DTC").
(H) The Master Issuer
will use an amount in Sterling equal to the gross
proceeds of the Issue as well as an amount in Sterling equal to the
gross
proceeds of the Reg S Notes issue to make advances (each a loan
tranche)
to
Funding 2 pursuant to the terms of the global intercompany loan
agreement entered into on or before the Programme Date among the
Master
Issuer, Funding 2, the Agent Bank and The Bank of New York, London
Branch
in
its capacity as security trustee (the "Funding 2 Security
Trustee")
(the
"Global Intercompany Loan Agreement" and each loan tranche made
thereunder, a "Loan Tranche"). Reference to the
2
<PAGE>
Global Intercompany Loan Agreement shall include reference to a
loan
tranche supplement in respect of the Global Intercompany Loan
Agreement
to
be entered into on or about the Closing Date among Funding 2,
the
Master Issuer, the Funding 2 Security Trustee and the Agent Bank,
as
amended, restated, novated, verified or supplemented from time to
time
and
shall include any additional and/or replacement intercompany
loan
terms and conditions entered into from time to time in accordance
with
the
Legal Agreements.
(I) Funding 2 will pay
the proceeds of each Loan Tranche to the Mortgages
Trustee (or to its order) in consideration for the increase of
its
beneficial share of a trust portfolio made up of, amongst other
things,
first residential mortgage loans (the "Mortgage Loans") and an
interest
in
the related insurances and their related security (together,
the
"Related Security").
(J) On March 26, 2001,
NRPLC assigned the initial portfolio of Mortgage Loans
and
their Related Security to the Mortgages Trustee and may assign
further Mortgage Loans on subsequent assignment dates pursuant to
a
mortgage sale agreement dated March 26, 2001 among NRPLC, the
Mortgages
Trustee, Funding 2 and the Funding 2 Security Trustee (the
"Mortgage Sale
Agreement"). Each of the Mortgages Trustee and Funding 2 has
appointed
NRPLC as administrator to service the Mortgage Loans and their
Related
Security pursuant to an Administration Agreement dated March 26,
2001
(the
"Administration Agreement").
(K) The Mortgages
Trustee holds the Mortgage Loans and their Related Security
on a
bare trust in undivided shares for the benefit of Funding, Funding
2
and
NRPLC pursuant to the mortgages trust deed dated March 26, 2001
entered into by NRPLC, Funding, Funding 2 and the Mortgages Trustee
(the
"Mortgages Trust Deed"). The Mortgages Trustee also entered into
a
guaranteed investment contract dated on or about May 26, 2004 in
respect
of
its principal bank account (the "Mortgages Trustee Guaranteed
Investment Contract"), among the Mortgages Trustee, the Security
Trustee,
the
Cash Manager and NRPLC (in its capacity as the Mortgages Trustee
GIC
Provider).
(L) Funding 2's
obligations to the Master Issuer under the Global
Intercompany Loan Agreement and to Funding 2's other creditors
are
secured by the benefit of security interests created by a deed of
charge
and
assignment dated the Programme Date, which will include any deed
of
accession to be entered into in connection therewith or
supplement
thereto (the "Funding 2 Deed of Charge"), by and among Funding 2,
the
Master Issuer, the Mortgages Trustee, the Funding 2 Security
Trustee, the
Issuer Security Trustee, Law Debenture Corporate Services Limited
and
NRPLC (in its separate capacities as Cash Manager, Account Bank,
Funding
2
Basis Rate Swap Provider and Funding 2 GIC Provider).
(M) In connection with
Funding 2's purchase of a beneficial interest in a
mortgage portfolio and the issue of certain notes by the Master
Issuer,
Funding 2, in addition to the documents described above, entered
into on
the
Programme Date (1) a cash management agreement with the Cash
Manager,
the
Mortgages Trustee, the Seller, Funding and the Funding 2
Security
Trustee (the "Cash Management Agreement"); (2) a bank account
agreement
with
the Account Banks, the Funding 2 Security Trustee and the Cash
Manager (the "Funding 2 Bank Account Agreement"); (3) a
guaranteed
investment contract with, inter alios, NRPLC as Funding 2 GIC
Provider
and
Cash Manager and the Funding 2 Security Trustee (the "Funding 2
Guaranteed Investment Contract"); (4) a corporate services
agreement (the
"Corporate Services Agreement") with, inter alios, Law
Debenture
Corporate Services Limited as corporate services provider to
Funding 2
and
the Master Issuer; and (5) an ISDA Master Agreement including
the
Schedule thereto and confirmations thereunder in the respect of
the
Funding 2 (mortgage rates) basis rate swap and Funding 2 (LIBOR
rate)
basis rate swap with Funding 2, the Basis Rate Swap Provider and
the Note
Trustee (the "Basis Rate Swap Agreements").
3
<PAGE>
(N) In connection with
the Issue, the Master Issuer will also execute and
deliver, on or before the Closing Date, (1) the Global Note
Certificates
relating to each class of the Notes; (2) a start-up loan
tranche
supplement with the Start-up Loan Provider and the Issuer
Security
Trustee (the "Start-Up Loan Tranche Supplement"); (3) an ISDA
Master
Agreement, including the Schedule thereto and confirmations
thereunder in
respect of Dollar/Sterling currency swaps with the relevant Issuer
Swap
Provider(s) and the Note Trustee (the "Dollar Currency Swap
Agreements");
and
(4) an ISDA Master Agreement, including the Schedule thereto
and
confirmations thereunder in respect of Euro/Sterling currency swaps
with
the
relevant Issuer Swap Provider(s) and the Note Trustee (the
"Euro
Currency Swap Agreements" and together with the Dollar Currency
Swap
Agreements, the "Currency Swap Agreements").
(O) In connection with
the Issue, the Master Issuer has executed and
delivered, on or before the Programme Date, (1) the Corporate
Services
Agreement; (2) a cash management agreement between the Master
Issuer, the
Issuer Cash Manager and the Issuer Security Trustee (the "Issuer
Cash
Management Agreement"); (3) a bank account agreement between the
Master
Issuer, the Issuer Security Trustee, the Issuer Cash Manager, the
Issuer
GIC
Account Bank and the Issuer Transaction Account Bank (the
"Issuer
Bank
Account Agreement"); (4) a post-enforcement call option
agreement
(the
"Post-Enforcement Call Option Agreement") between the Master
Issuer,
the
Note Trustee and GPCH Limited; and (5) a start-up loan agreement
with
the
Start-up Loan Provider, the Master Issuer and the Issuer
Security
Trustee (the "Start-Up Loan Agreement").
(P) As required, the
Master Issuer, Funding 2, the Mortgages Trustee and/or
NRPLC will enter into any other relevant documents to be signed
and
delivered on or before the Closing Date (such documents, together
with
the
Mortgage Sale Agreement, the Mortgages Trust Deed, the
Administration
Agreement, the Mortgages Trustee Guaranteed Investment Contract,
the
Global Intercompany Loan Agreement, the Post-Enforcement Call
Option
Agreement, the Funding 2 Guaranteed Investment Contract, the
Cash
Management Agreement, the Funding 2 Bank Account Agreement, the
Collection Bank Agreement, the Start-up Loan Agreement, the
Start-up Loan
Tranche Supplement, the Funding 2 Deed of Charge, the Basis Rate
Swap
Agreements, the Issuer Deed of Charge (as amended by the Issuer
Deed of
Accession), the
Supplemental Issuer Trust Deed, the Issuer Cash
Management Agreement, the Issuer Paying Agent and Agent Bank
Agreement,
the
Issuer Bank Account Agreement, the Corporate Services Agreement,
the
Currency Swap Agreements, this Agreement, the Programme Agreement
and the
Subscription Agreement, each as they have been or may be
amended,
restated, varied or supplemented from time to time are
collectively
referred to herein as the "Legal Agreements").
(Q) The Master Issuer
(together with Funding 2 and the Mortgages Trustee) has
prepared a registration statement on Form S-3, including a
prospectus
relating to the US Notes and additional series of notes, for
the
registration under the Securities Act of 1933, as amended (the
"Securities Act"), of the offering and sale thereof from time to
time in
accordance with Rule 415 under the Securities Act. At or prior to
the
time
when sales to purchasers of the US Notes were first made by the
Underwriters, which was approximately 3:00 p.m. (London time) on
November
22,
2006 (the "Time of Sale"), the Master Issuer (together with Funding
2
and
the Mortgages Trustee) had prepared the following information
(when
read
together, the "Time of Sale Information"): (i) the Preliminary
Prospectus Supplement dated November 9, 2006 to the base prospectus
dated
September 12, 2006 (including information referred to under the
caption
"Static Pool Data" in Annex D therein regardless of whether it is
deemed
a
part of the Registration Statement or Prospectus), together with
such
base
prospectus (the "Initial Preliminary Prospectus") and (ii) the
Preliminary Prospectus Supplement dated November 21, 2006 to the
base
prospectus dated September 12, 2006 (including information referred
to
under the caption "Static Pool Data" in Annex D therein regardless
of
whether it is
4
<PAGE>
deemed a part of the Registration Statement or Prospectus) together
with
such
base prospectus (the "Revised Preliminary Prospectus"). If,
subsequent to the Time of Sale and prior to the Closing Date, the
Revised
Preliminary Prospectus included an untrue statement of material
fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they
were
made, not misleading, and as a result investors in the US Notes
may
terminate their old "Contracts of Sale" (within the meaning of Rule
159
under the Securities Act) for any US Notes and the Underwriters
enter
into
new Contracts of Sale with investors in the US Notes, then "Time
of
Sale
Information" will refer to the information conveyed to investors
at
the
time of entry into the first such new Contract of Sale, in an
amended
preliminary prospectus approved by the Master Issuer (together
with
Funding 2 and the Mortgages Trustee) and the Lead Underwriters
that
corrects such material misstatements or omissions (a "Corrected
Prospectus") and "Time of Sale" will refer to the time and date on
which
such
new Contracts of Sale were entered into.
IT IS AGREED as follows:
1.
AGREEMENT TO ISSUE AND SUBSCRIBE
1.1
Definitions and Interpretation
(a)
Capitalized terms used herein and not otherwise defined herein
or pursuant hereto, unless the context otherwise requires,
shall
have the meanings given to them in the Programme Master
Definitions Schedule signed for the purposes of identification
only by Sidley Austin Brown & Wood and Allen & Overy LLP on
the
Programme Date and the Issuer Master Definitions Schedule
signed
for the purposes of
identification only by Sidley Austin Brown &
Wood and Allen & Overy LLP on the Programme Date (each as
amended, varied or supplemented from time to time). In the
event
of a conflict between the Programme Master Definitions Schedule
and the Issuer Master Definitions Schedule, the Issuer Master
Definitions Schedule will control.
(b)
For
purposes of this Agreement, "Investor Presentation" means
the investor presentation in respect of the Notes prepared by
NRPLC for purposes of investor meetings in the United States
beginning on November 13, 2006.
(c)
In this
Agreement:
(i) words
denoting the singular number only shall include the
plural number also and vice versa;
(ii) words
denoting one gender only shall include the other
genders;
(iii) words denoting
persons only shall include firms and
corporations and vice versa;
(iv) references
to any statutory provision shall be deemed
also to refer to any statutory modification or
re-enactment thereof or any statutory instrument, order
or regulation made thereunder or under any such
re-enactment;
(v)
references to any agreement or other document (including
any of the Legal Agreements) shall be deemed also to
refer to such agreement or document as amended, varied,
supplemented, restated or novated from time to time;
5
<PAGE>
(vi) clause,
paragraph and schedule headings are for ease of
reference only;
(vii) reference to a
statute shall be construed as a reference
to such statute as the same may have been, or may from
time to time be, amended or re-enacted to the extent such
amendment or re-enactment is substantially to the same
effect as such statute on the date hereof;
(viii) reference to a time of day, unless otherwise specified,
shall be construed as a reference to London time; and
(ix) references
to any person shall include references to his
successors, transferees and assigns and any person
deriving title under or through him.
1.2
Offering
Each
of the Master Issuer, Funding 2 and the Mortgages Trustee
understands that the Underwriters have offered and will offer the
US
Notes upon the terms set forth in the Time of Sale Information and
the
Prospectus, and in compliance with all applicable laws and
regulations.
1.3
Purchase and Sale
Subject to the terms and conditions and in reliance upon the
representations and warranties set forth in this Agreement, the
Master
Issuer agrees to issue and sell the US Notes on the Closing Date to
the
Underwriters as hereinafter provided, and each Underwriter agrees
to
purchase, severally and not jointly, from the Master Issuer the
respective principal amount of the US Notes set forth opposite
such
Underwriter's name in Schedule 1 hereto at a price equal to the
aggregate of 100 per cent. of the aggregate principal amount of
the
Series 2006-4 Class A1 Notes, 100 per cent. of the aggregate
principal
amount of the Series 2006-4 Class A4 Notes, 100 per cent. of
the
aggregate principal amount of the Series 2006-4 Class A6 Notes, 100
per
cent. of the aggregate principal amount of the Series 2006-4 Class
B1
Notes, 100 per cent. of the aggregate principal amount of the
Series
2006-4 Class M1 Notes, 100 per cent. of the aggregate principal
amount
of
the Series 2006-4 Class M2 Notes, 100 per cent. of the
aggregate
principal amount of the Series 2006-4 Class C1 Notes and 100 per
cent.
of
the aggregate principal amount of the Series 2006-4 Class C2
Notes
(the
"Issue Price"). The Series 2006-4 Class A1 Notes, Series 2006-4
Class A4 Notes, Series 2006-4 Class A6 Notes, Series 2006-4 Class
B1
Notes, Series 2006-4 Class M1 Notes, Series 2006-4 Class M2
Notes,
Series 2006-4 Class C1 Notes and Series 2006-4 Class C2 Notes
are
collectively referred to as the "US Notes".
The Master
Issuer acknowledges and agrees that each of the Underwriters
in
providing investment banking services to the Master Issuer in
connection with the offering, including in acting pursuant to the
terms
of
this Agreement, has acted and is acting as an arm's-length
counterparty and not as a fiduciary and the Master Issuer does
not
intend any of the Underwriters to act in any capacity other than as
an
arm's-length counterparty, including as a fiduciary or in any
other
position of higher trust.
1.4
Commissions
In
consideration of the obligations undertaken herein by the
Underwriters, the Master Issuer agrees to pay to the Underwriters
a
selling commission (the "Selling Commission") of 0.0267 per
cent.
6
<PAGE>
of
the aggregate principal amount of the Series 2006-4 Class A1
Notes,
0.0400 per cent. of the aggregate principal amount of the Series
2006-4
Class A4 Notes, 0.0500 per cent. of the aggregate principal amount
of
the
Series 2006-4 Class A6 Notes, 0.0933 per cent. of the aggregate
principal amount of the Series 2006-4 Class B1 Notes, 0.1400 per
cent.
of
the aggregate principal amount of the Series 2006-4 Class M1
Notes,
0.1400 per cent. of the aggregate principal amount of the Series
2006-4
Class M2 Notes, 0.2867 per cent. of the aggregate principal amount
of
the
Series 2006-4 Class C1 Notes and 0.2867 per cent. of the
aggregate
principal amount of the Series 2006-4 Class C2 Notes and a
combined
management and underwriting commission (the "Management and
Underwriting Commission") of 0.0133 per cent. of the aggregate
principal amount of the Series 2006-4 Class A1 Notes, 0.0200 per
cent.
of
the aggregate principal amount of the Series 2006-4 Class A4
Notes,
0.0250 per cent. of the aggregate principal amount of the Series
2006-4
Class A6 Notes, 0.0467 per cent. of the aggregate principal amount
of
the
Series 2006-4 Class B1 Notes, 0.0700 per cent. of the aggregate
principal amount of the Series 2006-4 Class M1 Notes, 0.0700 per
cent.
of
the aggregate principal amount of the Series 2006-4 Class M2
Notes,
0.1433 per cent. of the aggregate principal amount of the Series
2006-4
Class C1 Notes and 0.1433 per cent. of the aggregate principal
amount
of
the Series 2006-4 Class C2 Notes.
The
Master Issuer undertakes and covenants that on the Closing Date
it
will
pay to the Lead Underwriters on behalf of the Underwriters the
aggregate Selling Commission and aggregate Management and
Underwriting
Commission calculated in accordance with this Clause 1.4.
1.5
Delivery and Payment
No
later than 3:00 p.m. (London time) on the Closing Date, the
Master
Issuer will (a) cause the Global Note Certificate for each of the
US
Notes to be registered in the name of Cede & Co. as nominee for
DTC for
credit on the Closing Date to the account of the Lead Underwriters
with
DTC
or to such other account with DTC as the Lead Underwriters may
direct; and (b) deliver the Global Note Certificate for each of the
US
Notes duly executed on behalf of the Master Issuer and
authenticated in
accordance with the Paying Agent and Agent Bank Agreement to
Citibank
N.A., as custodian for DTC.
Against delivery of the US Notes (i) the Underwriters will pay to
the
Lead
Underwriters the gross underwriting proceeds for the US Notes
and
(ii)
the Lead Underwriters will pay to the Master Issuer or to a
third
party, as directed by the Master Issuer, the gross underwriting
proceeds for the US Notes. Payment for the US Notes shall be made
by
the
Lead Underwriters in Dollars in immediately available funds to
the
account of the Master Issuer, account number 10861537, or to such
other
accounts as the Master Issuer may direct, and shall be evidenced by
a
confirmation
from the Lead Underwriters that they have so made that
payment to the Master Issuer.
1.6 The
Legal Agreements
To
the extent that each of the Master Issuer, Funding 2, the
Mortgages
Trustee and NRPLC is a signatory to the Legal Agreements, each will
on
or
before the Closing Date, have entered into or enter into each of
the
Legal Agreements to which it is a party, substantially in the form
of
the
draft reviewed by Allen & Overy LLP and Sidley Austin (any
draft of
any
document so reviewed being called an "agreed form"), with such
amendments as the Lead Underwriters, on behalf of the Underwriters,
may
agree with the Master Issuer and, if it is a signatory, Funding 2,
the
Mortgages Trustee and/or NRPLC.
1.7 The
Notes
The
Notes will be issued on the Closing Date in accordance with the
terms of the Supplemental Issuer Trust Deed and will be in, or
substantially in, the form set out therein.
7
<PAGE>
1.8
Prospectus
The
Master Issuer confirms that it has prepared the Initial
Preliminary
Prospectus, the Revised Preliminary Prospectus and the Prospectus
for
use
in connection with the issue of the US Notes and hereby
authorizes
the
Underwriters to distribute copies of the Prospectus in
connection
with
the offering and sale of the US Notes, copies of the Initial
Preliminary Prospectus and the Revised Preliminary Prospectus
having
already been distributed with the consent of the Master Issuer.
1.9
Authority to Offer
The
Master Issuer confirms that it has authorized the Lead
Underwriters
to
offer the US Notes on its behalf to the Underwriters for
subscription at the Issue Price subject to signature of this
Agreement.
Subject to Clause 3.2(a), the Master Issuer acknowledges and
agrees
that
the Underwriters may offer and sell US Notes to or through any
affiliate of an Underwriter and that any such affiliate may offer
and
sell
US Notes purchased by it to or through any Underwriter.
2.
STABILIZATION
2.1
Stabilization
(a)
In
connection with the issue of the US Notes, the Underwriter(s)
(if any) named as the stabilizing underwriter(s) (the
"Stabilizing Underwriter(s)") (or persons acting on behalf of
any Stabilizing Underwriter) in the Prospectus Supplement may
over-allot US Notes (provided that the aggregate principal
amount of US Notes allotted does not exceed 105 per cent. of
the
aggregate principal amount of the US Notes) or effect
transactions with a view to supporting the market price of the
US Notes
at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilizing
Underwriter(s) (or persons acting on behalf of any Stabilizing
Underwriter) will undertake stabilization action. Any
stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the US
Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue
date of the US Notes and 60 days after the date of the
allotment
of the US Notes.
(b)
The Master
Issuer confirms that it has not issued and will not
issue, without the prior consent of the Stabilizing
Underwriter(s) (if any) (such consent not to be unreasonably
withheld), any press or other public announcement referring to
the proposed issue of US Notes unless the announcement
adequately discloses that stabilizing action may take place in
relation to the US Notes to be issued.
(c)
The Master
Issuer authorises the Stabilizing Underwriter(s) to
make all
appropriate announcements in relation to any
stabilization or ancillary stabilization action taken in
respect
of the US Notes.
(d)
In
carrying on any stabilization activity, the Stabilizing
Underwriter(s) shall act as principal and not as agent of the
Master Issuer.
2.2
Stabilization Profits and Losses
As
between the Master Issuer and the Stabilizing Underwriter any
loss
resulting from stabilization transactions entered into by the
Stabilizing Underwriter pursuant to Clause 2.1
8
<PAGE>
shall be borne, and any profit arising therefrom shall be retained,
by
the
Stabilizing Underwriter for its own account.
3.
AGREEMENTS BY THE UNDERWRITERS
3.1
Default of Underwriters
(a)
If any
Underwriter shall default on its obligation to purchase
US Notes which it has agreed to purchase hereunder, the
non-defaulting Underwriters may in their discretion arrange to
purchase, or for another party or other parties reasonably
satisfactory to NRPLC to purchase, such US Notes on the terms
contained herein. If within thirty-six hours after such default
by any Underwriter, the non-defaulting Underwriters do not
arrange for the purchase of such US Notes, then NRPLC shall be
entitled to a further period of thirty-six hours within which
to
procure another party
or other parties satisfactory to the
non-defaulting Underwriters to purchase such US Notes on such
terms. In the event that, within the respective prescribed
periods, the Lead Underwriters on behalf of the non-defaulting
Underwriters notify NRPLC that the non-defaulting Underwriters
have so arranged for the purchase of such US Notes, or NRPLC
notifies the non-defaulting Underwriters that it has so
arranged
for the purchase of such US Notes, the non-defaulting
Underwriters or NRPLC shall have the right to postpone the
Closing Date for a period of time agreed by the Lead
Underwriters and NRPLC acting reasonably, in order to effect
whatever changes may thereby be made necessary in any documents
or arrangements relating to the offering and sale of the US
Notes. Any substitute purchaser of US Notes pursuant to this
paragraph shall be deemed to be an Underwriter, for purposes of
this Agreement, in connection with the offering and sale of the
US Notes.
(b)
If, after
giving effect to any arrangements for the purchase of
US Notes of a defaulting Underwriter by the non-defaulting
Underwriters, as provided in Clause 3.1(a) above, the aggregate
principal amount of the US Notes which remains unpurchased does
not exceed ten per cent. of the aggregate principal amount of
the US Notes, NRPLC shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of
the US Notes which such Underwriter agreed to purchase
hereunder
and, in addition to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of
the US Notes which such Underwriter agreed to purchase
hereunder) of the principal amount of the US Notes of such
defaulting Underwriter for which such arrangements have not
been
made; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.
(c)
If, after
giving effect to any arrangements for the purchase of
the principal amount of the US Notes of a defaulting
Underwriter
by the non-defaulting Underwriters as provided in Clause 3.1(a)
above, the aggregate principal amount of the US Notes which
remains unpurchased exceeds ten per cent. of the aggregate
principal amount of the US Notes, or if NRPLC shall not
exercise
the right described in Clause 3.1(b) above to require
non-defaulting Underwriters to purchase the US Notes of a
defaulting Underwriter, then this Agreement shall thereupon
terminate, without liability on the part of the non-defaulting
Underwriters; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
9
<PAGE>
3.2
Selling
Each
Underwriter severally (and not jointly) agrees as follows:
(a)
United
States
It is understood that several Underwriters propose to offer the
US Notes for sale to the public in the United States as set
forth in the Time of Sale Information and the Prospectus. Any
Underwriters that are not U.S. registered broker dealers will
offer and sell the US Notes in the United States only through
U.S. registered broker dealers.
(b)
United
Kingdom
Each Underwriter represents and agrees that:
(i) it has
only communicated or caused to be communicated and
will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received
by it in connection with the issue or sale of any US
Notes in circumstances in which Section 21(1) of the FSMA
does not apply to the Master Issuer; and
(ii) it has
complied and will comply with all applicable
provisions of the FSMA with respect to anything done by
it in relation to the US Notes in, from or otherwise
involving the United Kingdom.
(c)
Italy
Each of the Underwriters represents and agrees that the
offering
of the US Notes has not been cleared by CONSOB (the "Italian
Securities Exchange Commission") pursuant to Italian securities
legislation and, accordingly, each of the Underwriters
represents and agrees that no US Notes may be offered, sold or
delivered, nor may copies of the Prospectus or of any other
document relating to the US Notes be distributed in the
Republic
of Italy, except:
(i) to
professional investors ("operatori qualificati"), as
defined in Article 31, second paragraph, of CONSOB
Regulation No. 11522 of 1 July, 1998, as amended; or
(ii) in
circumstances which are exempted from the rules on
solicitation of investments pursuant to Article 100 of
Legislative Decree No. 58 of 24 February, 1998 (the
"Financial Services Act") and Article 33, first
paragraph, of CONSOB Regulation No. 11971 of 14 May,
1999, as amended.
Each of the Underwriters represents and agrees that any offer,
sale or delivery of the US Notes or distribution of copies of
the Prospectus or any other document relating to the US Notes
in
the
Republic of Italy under (i) or (ii) above must be:
(a) made
by an investment firm, bank or financial
intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Financial
Services Act and Legislative Decree No. 385 of 1
September, 1993, as amended from time to time (the
"Banking Act");
10
<PAGE>
(b) in
compliance with Article 129 of the Banking Act and the
implementing guidelines of the Bank of Italy, as amended
from time to time, pursuant to which the issue or the
offer of securities in the Republic of Italy may need to
be preceded and followed by an appropriate notice to be
filed with the Bank of Italy depending, inter alia, on
the aggregate value of the securities issued or offered
in the Republic of Italy and their characteristics; and
(c) in
accordance with any other applicable laws and
regulations.
(d)
Ireland
Each Underwriter represents and agrees that:
(i) it
will not underwrite the issue of, or place, the US
Notes, otherwise than in conformity with the provisions
of the Irish Investment Intermediaries Act 1995 (as
amended), including, without limitation, Sections 9 and
23 thereof and any codes of conduct rules made under
Section 37 thereof and the provisions of the Investor
Compensation Act 1998;
(ii) it will not
underwrite the issue of, or place, the US
Notes, otherwise than in conformity with the provisions
of the Irish Central Bank Acts 1942 - 1999 (as amended)
and any codes of conduct rules made under Section 117(1)
thereof;
(iii) it will not
underwrite the issue of, or place, or do
anything in Ireland in respect of the US Notes otherwise
than in conformity with the provisions of the Irish
Prospectus (Directive 2003/71/EC) Regulations 2005 and
any rules issued under Section 51 of the Irish Investment
Funds, Companies and Miscellaneous Provisions Act 2005,
by the Irish Central Bank and Financial Services
Regulatory Authority ("IFSRA"); and
(iv) it will not
underwrite the issue of, place or otherwise
act in Ireland in respect of the US Notes, otherwise than
in conformity with the provisions of the Irish Market
Abuse (Directive 2003/6/EC) Regulations 2005 and any
rules issued under Section 34 of the Irish Investment
Funds, Companies and Miscellaneous Provisions Act 2005 by
IFSRA.
(e)
France
Each Underwriter represents and agrees that it has not
offered or sold and will not offer or sell, directly or
indirectly, US Notes to the public in France, and has not
distributed or caused to be distributed and will not
distribute or cause to be distributed to the public in
France, the Prospectus or any other offering material
relating to the US Notes, and that such offers, sales and
distributions have been made and will be made in France
only to (a) providers of investment services relating to
portfolio management for the account of third parties
and/or (b) qualified investors (investisseurs qualifies),
all as defined in, and in accordance with, articles
L.411-1, L.411-2 and D.411-1 of the French Code monetaire
et financier.
(f) The
Netherlands
Each Underwriter represents and agrees that it has not
and will not, directly or indirectly, offer, sell,
transfer or deliver any US Notes as part of their initial
distribution or at any time thereafter (including rights
representing an interest in a
11
<PAGE>
global note) to individuals or legal entities who or
which are established, domiciled or have their residence
in The Netherlands other than to the following entities
(hereinafter referred to as "Professional Market
Parties") provided they acquire the US Notes for their
own
account and trade or invest in securities in the
conduct of a business or profession:
(i) anyone
who is subject to supervision of the Dutch
Central Bank, the Dutch Authority for the
Financial Markets or a supervisory authority from
another member state and who is authorised to be
active on the financial markets;
(ii) anyone who
otherwise performs a regulated activity
on the financial markets;
(iii) the State of the
Netherlands, the Dutch Central
Bank, a foreign central government body, a foreign
central bank, Dutch regional and local governments
and comparable foreign decentralised government
bodies, international treaty organisations and
supranational organisations;
(iv) a company
or entity which, according to its last
annual (consolidated) accounts, meets at least two
of the following three criteria: an average number
of employees during the financial year of at least
250, a total balance sheet of at least
EUR43,000,000 and an annual net turnover of at
least EUR50,000,000;
(v) a
company or entity with its statutory seat in the
Netherlands other than a company as referred to in
(iv) above, which has requested the Dutch
Authority for the Financial Markets to be treated
as a Professional Market Party;
(vi) a natural
person, living in the Netherlands, who
has requested the Dutch Authority for the
Financial Markets to be treated as a Professional
Market Party, and who meets at least two of the
following three criteria: the person has carried
out transactions of a significant size on
securities markets at an average frequency of, at
least, ten per quarter over the previous four
quarters; the size of
the securities portfolio is
at least EUR500,000 and the person works or has
worked for at least one year in the financial
sector in a professional position which requires
knowledge of securities investment;
(vii) a company or
entity whose only purpose is
investing in securities;
(viii) a company or entity whose purpose is to acquire
assets and issue asset backed securities;
(ix) an
enterprises or entity with total assets of at
least EUR500,000,000 (or the equivalent thereof in
another currency) as per the balance sheet as of
the year end preceding the obtaining of the
repayable funds;
(x) an
enterprise, entity or individual with net
assets of at least EUR10,000,000 (or the
equivalent thereof in another currency) as of the
year end preceding the obtaining of the repayable
funds who has been active in the financial markets
on average twice a month over a period of at least
two consecutive years preceding the obtaining of
the repayable funds;
12
<PAGE>
(xi) a
subsidiary of any of the persons or entities
referred to under (i)-(viii) above, provided such
subsidiaries are subject to consolidated
supervision; and
(xii) an enterprise or
entity which has a rating from a
rating agency that, in the opinion of the Dutch
Central Bank, has
sufficient expertise, or which
issues securities that have a rating from a rating
agency that, in the opinion of the Dutch Central
Bank, has sufficient expertise.
(g)
Germany
Each Underwriter represents and agrees that:
(i) the US
Notes have not been and will not be offered
or sold or publicly promoted or advertised by it
in the Federal Republic of Germany other than in
compliance with the provisions of the German
Securities Prospectus Act
(Wertpapierprospektgesetz) June 22, 2005, or of
any other laws applicable in the Federal Republic
of Germany governing the offer and sale of
securities; and
(ii) it shall
not offer or sell US Notes in the Federal
Republic of German in a manner which could result
in the Master Issuer being subject to any license
requirement under the Germany Banking Act
(Kreditwesengesetz).
(h)
Sweden
Each Underwriter represents and agrees that it will not,
directly or indirectly, offer for subscription or
purchase or issue invitations to subscribe for or buy US
Notes or distribute any draft or definite document in
relation to any such offer, invitation or sale except in
circumstances that will not result in a requirement to
prepare a prospectus pursuant to the provisions of the
Swedish Financial Instruments Trading Act (lag (1991:980)
om handel med finansiella instrument).
(i)
Norway
Each Underwriter represents and agrees that it has not,
directly or indirectly, offered or sold and will not,
directly or indirectly, offer or sell in the Kingdom of
Norway any US Notes other than to persons who are
registered with the Oslo Stock Exchange as professional
investors.
(j)
Belgium
Each Underwriter represents and agrees that it will not:
(i) offer
for sale, sell or market in Belgium US Notes
by means of a public offer within the meaning of
the law of June 16, 2006 on the public offer of
investment instruments and the admission to
trading of investment instruments on a regulated
market; or
(ii) sell US
Notes to any person qualifying as a
consumer within the meaning of Article 1.7 of the
Belgian law of July 14, 1991 on consumer
protection and trade practices unless such sale is
made in compliance with this law and its
implementing regulation.
13
<PAGE>
(k)
Spain
Each Underwriter represents and agrees that it will not offer
or
sell US Notes in Spain by means of a public offer as defined
and
construed in Chapter I of Title III of Law 24/1988, of 28 July,
on the Securities Act (as amended by Royal Decree Law 5/2005 of
11 March and related legislation). The Prospectus has not been
registered with the Comision Nacional del Mercado de Valores
and
therefore it is not intended for any public offer of US Notes
in
Spain.
(l)
Japan
Each Underwriter acknowledges that the US Notes have not been
and will not be registered under the Securities and Exchange
Law
of Japan and each Underwriter agrees that, except pursuant to
an
exemption from the registration requirements of, or otherwise
in
compliance with, the Securities and Exchange Law of Japan and
any other applicable laws, regulations and ministerial
guidelines of Japan, it will not, directly or indirectly, offer
or sell any US Notes in Japan or to, or for the benefit of, any
resident of Japan (which term as used in this paragraph means
any person resident in Japan, including any corporation or
other
legal entity organized under the laws of Japan) or to any
person
or entity for re-offering or resale, directly or indirectly, in
Japan or to, or for the benefit of, a resident of Japan.
(m)
Republic
of Korea
Each Underwriter represents and agrees that the US Notes have
not been and will not be offered, delivered or sold directly or
indirectly in Korea or to any resident of Korea or to others
for
re-offering or resale directly or indirectly in Korea or to any
resident of Korea except as otherwise permitted under
applicable
Korean laws and regulations. Each Underwriter has undertaken to
ensure that any securities dealer to which it sells US Notes
confirms that it is purchasing such US Note as principal and
agrees with such Underwriter that it will comply with the
restrictions set out in this paragraph (m).
(n)
Hong
Kong
Each Underwriter represents and agrees that:
(i) it has
not offered or sold, and will not offer or sell,
in Hong Kong, by means of any document, any US Notes
other than (i) to persons whose ordinary business is to
buy or sell shares or debentures (whether as principal or
agent), or (ii) to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap.571,
Laws of Hong Kong) and any rules made thereunder, or
(iii) in other circumstances which do not result in the
document being a "prospectus" within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong) or which
do not constitute an offer to the public thereunder; and
(ii) it has not
issued, or had in its possession for the
purpose of issue (in each case whether in Hong Kong or
elsewhere), any advertisement, invitation or document
relating to the US Notes which is directed at, or the
contents of which are likely to be accessed or read by,
the public in Hong Kong (except if permitted to do so
under the laws of Hong Kong) other than with respect to
the US Notes which are or are intended to be disposed of
only to persons
14
<PAGE>
outside Hong Kong or only to "professional investors"
within the meaning of the Securities and Futures
Ordinance (Cap.571, Laws of Hong Kong) and any rules made
thereunder.
(o)
Singapore
The Prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore under the Securities and
Futures
Act, Chapter 289 of Singapore (the "Securities and Futures
Act"). Accordingly, each Underwriter represents and agrees that
the US Notes may not be offered or sold or made the subject of
an invitation for subscription or purchase nor may the
Prospectus or any other document or material in connection with
the offer or sale or invitation for subscription or purchase of
any US Notes be circulated or distributed, whether directly or
indirectly, to any person in Singapore other than (i) to an
institutional investor pursuant to Section 274 of the
Securities
and Futures Act, (ii) to a relevant person, or any person
pursuant to Section 275(1A) of the Securities and Futures Act,
and in accordance with the conditions specified in Section 275
of the Securities and Futures Act, or (iii) pursuant to, and in
accordance with the conditions of, any other applicable
provision of the Securities and Futures Act.
(p)
Taiwan
Each Underwriter represents and agrees that the US Notes have
not been and will not be registered with the Financial
Supervisory Commission of Taiwan, the Republic of China
pursuant
to relevant securities laws and regulations and may not be
offered or sold in Taiwan, the Republic of China through a
public offering or in
circumstances which constitute an offer
within the meaning of the Securities and Exchange Law of
Taiwan,
the Republic of China that requires a registration or approval
of the Financial Supervisory Commission of Taiwan, the Republic
of China. Each Underwriter agrees that no person or entity in
Taiwan, the Republic of China has been authorized to offer or
sell US Notes in Taiwan, the Republic of China.
(q)
People's
Republic of China
Each Underwriter represents and agrees that neither it nor any
of its affiliates has offered or sold or will offer or sell any
of the US Notes in the People's Republic of China (excluding
Hong Kong, Macau and Taiwan) as part of the initial
distribution
of the US Notes.
(r)
Other
For each jurisdiction outside the United States and the United
Kingdom (a "Relevant Jurisdiction"), neither the Master Issuer
nor any Underwriter represents that US Notes may at any time
lawfully be sold in compliance with any application,
registration or other requirement in any Relevant Jurisdiction
by the Master Issuer or any Underwriter (other than as
described
above), or pursuant to any exemption available thereunder, or
assume any responsibility for facilitating such sale.
Each Underwriter represents and agrees that it has complied and
will comply with all applicable securities laws and regulations
in force in any Relevant Jurisdiction in which it purchases,
offers, sells or delivers US Notes or has in its possession or
distributes the Prospectus or any other offering material, in
all cases at its own expense, and it will obtain any consent,
approval or permission required by it for the
15
<PAGE>
purchase, offer, sale or delivery by it of US Notes under the
laws and regulations in force in any Relevant Jurisdiction to
which it is subject or in which it makes such purchases,
offers,
sales or deliveries and the Master Issuer shall have not
responsibility for them, in all cases at its own expense. Each
Underwriter represents and agrees that it has not and will not
directly or indirectly offer, sell or deliver any US Notes or
distribute or publish any prospectus, form of application,
offering circular, advertisement or other offering material
except under circumstances that will, to the best of its
knowledge and belief, result in compliance with any applicable
laws and regulations, and all offers, sales and deliveries of
US
Notes by it will be made on the same terms.
Each Underwriter agrees that it will, unless prohibited by
applicable law, furnish to each person to whom it offers or
sells US Notes a copy of the Prospectus, as then amended or
supplemented or, unless delivery of the Prospectus is required
by applicable law, inform each such person that a copy will be
made available upon request. Each Underwriter is not authorized
to give any information or to make any representation not
contained in the Prospectus in connection with the offer and
sale of US Notes to which the Prospectus relates.
4.
LISTING
4.1
Application for Listing
The
Master Issuer confirms that it has authorized the Lead
Underwriters
to
make or cause to be made at the Master Issuer's expense
applications
on
the Master Issuer's behalf for the Notes to be listed on the
Official List and for the Notes to be admitted to trading on the
London
Stock Exchange plc's Gilt Edged and Fixed Interest Market or such
other
Market of the London Stock Exchange plc as shall be designated as
a
"regulated market" within the meaning of Directive 93/22/EC
(the
"Market").
4.2 Supply
of Information
The
Master Issuer agrees to supply to the Lead Underwriters for
delivery to the UK Listing Authority and the London Stock
Exchange
copies of the Prospectus and such other documents, information
and
undertakings as may be required for the purpose of obtaining
such
listing and admission to trading.
4.3
Maintenance of Listing
The
Master Issuer agrees to use its reasonable endeavors to maintain
a
listing of the US Notes on the Official List and the admission of
the
Notes to trading on the Market for as long as any of the US Notes
are
outstanding and to pay all fees and supply all further
documents,
information and undertakings and publish all advertisements or
other
material as may be necessary for such purpose. However, if such
listing
or
admission to trading becomes impossible, the Master Issuer will
obtain, and will thereafter use its best endeavors to maintain,
a
quotation for, or listing of, the US Notes on or by such other
stock
exchange, competent listing authority and/or quotation system as
is
commonly used for the quotation or listing of debt securities as it
may
decide with the approval of the Lead Underwriters (such approval
not to
be unreasonably
withheld or delayed).
16
<PAGE>
5.
REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER
The
Master Issuer represents and warrants to, and agrees with,
Funding
2,
the Mortgages Trustee, the Underwriters and each of them that:
(a)
The
Registration Statement
A
registration statement on Form S-3 (File No.s 333-133279,
333-133279-02 and 333-133279-01) relating to the US Notes has
been
filed by the Master Issuer (together with Funding 2 and the
Mortgages
Trustee) with the United States Securities and Exchange
Commission
("Commission") and has become effective and is still effective as
of
the
date hereof under the Securities Act. No stop order suspending
the
effectiveness of the Registration Statement has been issued under
the
Securities Act and no proceedings for that purpose have been
instituted
or
are pending or, to the knowledge of the Master Issuer, are
threatened by the Commission.
The
Master Issuer (together with Funding 2 and the Mortgages
Trustee)
has
filed with the Commission the Initial Preliminary Prospectus
and
the
Revised Preliminary Prospectus and, in each case, it has done
so
within the applicable period of time required under the Securities
Act
and
the rules and regulations of the Commission under the
Securities
Act
(the "Rules and Regulations"). The Master Issuer (together with
Funding 2 and the Mortgages Trustee) will file with the
Commission
pursuant to Rule 424(b) of the Rules and Regulations, promptly upon
or
after the execution and delivery of this Agreement, a
prospectus
supplement dated November 24, 2006 (together with information
referred
to
under the caption "Static Pool Data" in Annex D therein
regardless
of
whether it is deemed a part of the Registration Statement or
Prospectus, the "Prospectus Supplement") to the prospectus
dated
September 12, 2006 (the "Base Prospectus"), relating to the US
Notes
and
the method of distribution thereof. Such registration
statement,
including exhibits thereto, and such prospectus, as amended or
supplemented to the date hereof, and as further supplemented by
the
Prospectus Supplement, are hereinafter referred to as the
"Registration
Statement" and the "Prospectus", respectively. Any reference herein
to
the
terms "amend," "amendment" or "supplement" with respect to the
Registration Statement, the Base Prospectus or the Prospectus
Supplement shall include, without limitation, any document filed
under
the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"),
the
Base Prospectus and the Prospectus Supplement, as the case may
be,
deemed to be incorporated therein pursuant to the Securities
Act.
The
conditions to the use of a registration statement on Form S-3
under
the
Securities Act have been satisfied. The Registration Statement,
at
the
time it became effective, any post-effective amendment thereto,
at
the
time it became effective, the Initial Preliminary Prospectus, as
of
its
date, the Revised Preliminary Prospectus, as of its date, and
the
Prospectus, as of the date of the Prospectus Supplement, complied
and
on
the Closing Date will comply in all material respects with the
applicable requirements of the Securities Act and the Rules and
Regulations and the Trust Indenture Act of 1939, as amended (the
"Trust
Indenture Act"), and the rules and regulations of the
Commission
thereunder.
(b)
No
Material Misstatements or Omissions
(I) The Registration Statement, as of the applicable effective
date as to each part of the Registration Statement and any
amendment thereto pursuant to Rule 430B(f)(2) under the
Securities Act, did not include any untrue statement of a
material fact and
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did not omit to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading; provided, however, that the Master Issuer makes no
representations, warranties or agreements as to: (i) that part
of the Registration Statement which constitutes the Statement
of
Eligibility and Qualification (Form T-1) of the Note Trustee
under the Trust Indenture Act, and (ii) statements or omissions
in the Registration Statement made in reliance upon and in
conformity with information furnished in writing to the Master
Issuer by or on behalf of any Underwriter through the Lead
Underwriters specifically for inclusion therein, it being
agreed
that the only such information consists of the statements under
the heading "Underwriting" in each of the Initial Preliminary
Prospectus, the Revised Preliminary Prospectus and the
Prospectus that specify (A) the list of Underwriters and their
respective participation in the sale of the US Notes, (B) the
sentences related to concessions and reallowances and (C) the
paragraphs related to short sales, stabilization, short
covering
transactions and penalty bids (such information, the
"Underwriter Information");
(II) the Initial Preliminary Prospectus (except for the
omission
of any pricing related information and any information relating
to an Issuer Swap Provider), as of its date and as of the Time
of Sale, did not contain an untrue statement of a material fact
and did not omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however,
that the Master Issuer makes no representations, warranties or
agreements as to statements or omissions in the Initial
Preliminary Prospectus made in reliance upon and in conformity
with the Underwriter Information;
(III) the Revised Preliminary Prospectus (except for the
omission of any pricing related information), as of its date
and
as of the Time of Sale, did not contain an untrue statement of
a
material fact and did not omit to state a material fact
necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not
misleading;
provided, however, that the Master Issuer makes no
representations, warranties or agreements as to statements or
omissions in the Revised Preliminary Prospectus made in
reliance
upon and in conformity with the Underwriter Information;
(IV) the information and statements contained in the Investor
Presentation, as of November 13, 2006 and as of the Time of
Sale, did not contain an untrue statement of a material fact
and
did not omit to state a material fact necessary in order to
make
the statements therein, in the light of the circumstances under
which they were made, not misleading;
(V) the Master Issuer was not, as of any date on or after which
a bona fide offer (as used in Rule 164(h)(2) under the
Securities Act) of the US Notes was made, an "ineligible
issuer", as defined in Rule 405 under the Securities Act;
(VI) the Prospectus, as of the date of the Prospectus
Supplement
and as of the Closing Date, did not and will not contain any
untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; provided, however, that the Master Issuer makes no
representations, warranties or agreements as to statements or
omissions in the Prospectus (or any amendment or supplement
thereto) made in reliance upon and in conformity with the
Underwriter Information; and
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(VII) the documents incorporated by reference in the Initial
Preliminary Prospectus, the Revised Preliminary Prospectus and
the Prospectus, when they were filed with the Commission under
the Exchange Act, conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; and any further documents so filed and incorporated
by reference in the Prospectus, when such documents are filed
with the Commission, will conform in all material respects to
the requirements of the Securities Act or the Exchange Act, as
applicable, and the rules and regulations of the Commission
thereunder; provided, however, that the Master Issuer makes no
representations, warranties or agreements as to the documents
incorporated by reference under the heading "The issuer swap
provider" in the Revised Preliminary Prospectus and the
Prospectus.
(c)
Incorporation, Capacity and Authorization
The Master Issuer is a public limited company duly incorporated
and validly existing under the laws of England and Wales, with
full power and capacity to conduct its business as described in
the Prospectus, to create and issue the Notes, to execute this
Agreement and the other Legal Agreements to which it is a party
and to undertake and perform the obligations expressed to be
assumed by it herein and therein; and has taken all necessary
action to approve and authorize the same; and the Master Issuer
is lawfully qualified to do business in England and Wales. The
Master Issuer has not taken any corporate action nor (to the
best of its knowledge and belief) have any other steps been
taken or legal proceedings been started or threatened against
it
for its winding-up, dissolution or reorganization or for the
appointment of a receiver, administrator, administrative
receiver or similar officer of it or of any or all of its
assets
or revenues.
(d)
Validity
of Legal Agreements
This Agreement has been duly authorized, executed and delivered
by the Master Issuer and constitutes, and the other Legal
Agreements to which the Master Issuer is a party have been duly
authorized by the Master Issuer and on the Closing Date will
constitute, legal, valid and binding obligations of the Master
Issuer,
enforceable against the Master Issuer in accordance with
their respective terms, subject as to enforceability to
applicable bankruptcy, insolvency, reorganization,
conservatorship, receivership, liquidation or other similar
laws
affecting the enforcement of creditors rights generally and to
general equitable principles.
(e)
Validity
of Notes
The creation, sale and issue of the Notes have been duly
authorized by the Master Issuer and, when executed and
authenticated in accordance with the Supplemental Issuer Trust
Deed and the Issuer Paying Agent and Agent Bank Agreement, the
Notes will constitute legal, valid and binding obligations of
the Master Issuer and, upon effectiveness of the Registration
Statement, the Supplemental Issuer Trust Deed will have been
duly qualified under the Trust Indenture Act.
(f) Consents
All consents, approvals, authorizations and other orders of all
United States and United Kingdom regulatory authorities
required
for the creation, issue and offering of the Notes by the Master
Issuer or in connection with the execution and performance
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by the Master Issuer of the transactions contemplated by the
Legal Agreements or the compliance by the Master Issuer with
the
terms of the Notes and the Legal Agreements as the case may be,
except for (i) such consents, approvals, authorizations,
registrations or qualifications as may be required under
applicable United States state securities, Blue Sky or similar
laws in connection with the purchase and distribution of the
Notes by the Underwriters and (ii) those which will on the
Closing Date be, in full force and effect.
(g)
Compliance
The authorization of the Notes and the granting of security
interests in relation thereto under the Issuer Deed of Charge
(as amended by the Deed of Accession), the offering and issue
of
the Notes on the terms and conditions of this Agreement, the
Supplemental Issuer Trust Deed and the Prospectus, the
execution
and delivery of the Legal Agreements to which it is a party and
the implementation of the transactions contemplated by such
Legal Agreements and compliance with the terms of the Legal
Agreements to which it is a party do not, and will not, (i)
conflict with, or result in a breach of, any of the terms or
provisions of, or constitute a default under, the Memorandum
and
Articles of Association of the Master Issuer or any agreement
or
instrument to which the Master Issuer is a party or by which
any
of its assets or properties is bound; (ii) infringe any
applicable law, rule, regulation, judgment, order or decree of
any government, governmental body or court having jurisdiction
over the Master Issuer or any of its assets or properties; or
(iii) result in the creation or imposition of any mortgage,
charge, pledge, lien or other security interest on any of its
assets or properties, other than those created in, or imposed
by, the Legal Agreements themselves.
(h)
Accountants
PricewaterhouseCoopers LLP are a registered public accounting
firm and independent with respect to the Master Issuer within
the meaning of the Securities Act.
(i)
Taxation
Save as described in the legal opinions referred to in Clause
9.1(d) of this Agreement, no stamp or other similar duty is
assessable or payable in the United Kingdom, and no withholding
or deduction for or on account of any taxes, duties,
assessments
or governmental charges of whatever nature is imposed or made
for or on account of any income, registration, transfer or
turnover taxes, customs or other duties or taxes of any kind in
connection with the authorization, execution or delivery of the
Legal Agreements or with the authorization, issue, sale or
delivery of the
Notes and (except as disclosed in the
Prospectus) the performance of the Master Issuer's, Funding 2's
and/or, as the case may be, the Mortgages Trustee's obligations
under the Legal Agreements and the Notes. This warranty does
not
apply to any United Kingdom corporation tax on net income,
profits or gains received or receivable which may be levied,
collected, withheld or assessed in connection with the
authorization, execution or delivery of the Legal Agreements or
with the authorization, issue, sale or delivery of the Notes.
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(j)
Breach of
other agreements
The Master
Issuer is not in breach of or in default under any
agreement to which it is a party or which is binding on it or
any of its assets or revenues.
(k)
Events of
Default
No event has occurred or circumstance arisen which, had the
Notes already been issued, would (whether or not with the
giving
of notice and/or the passage of time and/or the fulfillment of
any other requirement) constitute an Event of Default as set
out
in the Conditions of the Notes.
(l)
No
Subsidiaries
The Master Issuer has no subsidiaries or subsidiary
undertakings
within the meanings of Sections 258 and 736 of the Companies
Act
1985.
(m)
Granite
Finance Holdings Limited
The Funding Issuers, the Master Issuer, Funding, Funding 2, the
Mortgages Trustee and GPCH Limited are the only subsidiaries or
subsidiary undertakings of Granite Finance Holdings Limited
within the meanings of Sections 258 and 736 of the Companies
Act
1985.
(n)
No
Activities
The Master Issuer has not engaged in any activities since its
incorporation
other than (i) those incidental to any
registration or re-registration as a public limited company
under the Companies Acts 1985 and 1989 and various changes to
its directors, secretary, registered office, Memorandum and
Articles of Association; (ii) the authorization and execution
of
the Legal Agreements to which it is a party; (iii) the
activities referred to or contemplated in the Legal Agreements
to
which it is a party and (iv) the authorization and issue by
it of the Notes. The Master Issuer has not prepared any
accounts
and has neither paid any dividends nor made any distributions
since the date of its incorporation.
(o)
Prospectus
Rules
The Reg S Prospectus has been (i) approved by the UK Listing
Authority as an approved prospectus for the purposes of Section
85(2) of the FSMA and the Prospectus Rules; and (ii) published
in accordance with the Prospectus Rules.
(p)
Litigation
There are no pending actions, suits or proceedings against or
affecting the Master Issuer which could individually or in the
aggregate have an adverse effect on the condition (financial or
other), prospects, results of operations or general affairs of
the Master Issuer or could adversely affect the ability of the
Master Issuer to perform its obligations under the Legal
Agreements or the Notes or which are otherwise material in the
context of the issue or offering of the Notes and, to the best
of the Master Issuer's knowledge, no such actions, suits or
proceedings are threatened or contemplated.
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(q)
No Prior
Security
Save as set out in any of the Legal Agreements, there exists no
mortgage,
lien, pledge or other charge on or over the assets of
the Master Issuer and, other than the Legal Agreements, the
Master Issuer has not entered into any indenture or trust deed.
(r)
Security
for the Notes
The Notes and the obligations of the Master Issuer under the
Supplemental Issuer Trust Deed will be secured in the manner
provided in the Issuer Deed of Charge (as amended by the Issuer
Deed of Accession) and with the benefit of the charges,
covenants and other security interests provided for therein
including, without limitation, (i) an assignment by way of
first
fixed security of the Master Issuer's rights and claims in
respect of all security and other rights held on trust by the
Funding 2 Security Trustee pursuant to the Funding 2 Deed of
Charge, (ii) an assignment by way of first fixed security of
the
Master Issuer's
right, title, interest and benefit in the Global
Intercompany Loan Agreement, the Currency Swap Agreements, the
Funding 2 Deed of Charge, the Supplemental Issuer Trust Deed,
the Notes, the Issuer Paying Agent and Agent Bank Agreement,
the
Issuer Cash Management Agreement, the Corporate Ser
