UNDERWRITING AGREEMENTUnderwriting Agreement |
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GRANITE FINANCE TRUSTEES LTD | NORTHERN ROCK PLC | GRANITE FINANCE FUNDING 2 LIMITED | DEUTSCHE BANK SECURITIES INC | LEHMAN BROTHERS INC | BARCLAYS CAPITAL INC | J. P. MORGAN SECURITIES INC | MORGAN STANLEY & CO. INTERNATIONAL LIMITED | UBS SECURITIES LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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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.
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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
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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.
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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");
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(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
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