Exhibit 10.6.2
Dated 26 March 2001
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GRANITE FINANCE TRUSTEES LIMITED
and
MOURANT & CO. LIMITED
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CORPORATE SERVICES PROVIDER AGREEMENT
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THIS AGREEMENT is made the 26 day of March 2001.
BETWEEN
(1) Granite Finance Trustees Limited, a company incorporated under the
laws of Jersey, registered number 79309, whose registered office is
at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel Islands
(Company); and
(2) MOURANT & CO. LIMITED, a company incorporated under the laws of
Jersey, registered number 36615, whose registered office is at ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel Islands
(Corporate Services Provider).
WHEREAS
(A) The Company has executed a Mortgages Trust Deed dated 26 March 2001
between itself as Trustee, Northern Rock plc as Seller and
Beneficiary (Seller), Granite Finance Funding Limited as Beneficiary
(Funding) (Mortgages Trust Deed), whereby it undertakes to hold the
benefit of all the Trust Property (as defined in the Mortgages Trust
Deed) from time to time transferred to it or acquired by it from
Northern Rock plc upon trust for the Seller and Funding in accordance
with the terms of the Mortgages Trust Deed.
(B) The Company has requested the Corporate Services Provider to provide
administrative and secretarial services to the Company upon the terms
set out in this Agreement in order to carry out its obligations under
the Transaction Documents. The Corporate Services Provider is willing
to provide such service to the Company upon such terms.
NOW IT IS HEREBY AGREED as follows:
1 Interpretation
1.1 Terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Articles of
Association of the Company as in full force from time to
time (hereinafter the "Articles of Association").
1.2 Words importing the singular shall include the plural and
the masculine gender shall include the feminine and the
neuter and vice versa in each case and words importing
persons shall include bodies of persons whether corporate or
unincorporated.
1.3 The Master Definitions Schedule signed for the purposes of
identification by ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Chance Limited
Liability Partnership on 26 March 2001 (as the same may be
amended, varied or supplemented from time to time with the
consent of the parties hereto) is expressly and specifically
incorporated into this Agreement and, accordingly, the
expressions defined in the Master Definitions Schedule (as
amended, varied or supplemented) shall, except where the
context otherwise requires and save where otherwise defined
herein, have the same meanings in this Agreement and in the
Recitals hereto, and this Agreement shall be construed in
accordance with the interpretation provisions set out in
Clause 2 (Interpretation and Construction) of that Master
Definitions Schedule.
1.4 The headings in this Agreement do not affect its
interpretation.
1.5 References to `clauses' (unless otherwise specified) are
references to clauses of this Agreement.
1.6 References to any agreement shall be construed as a reference
to such agreement as the same may be, or may from time
to time have been amended, modified, supplemented or
restated.
1.7 '(GBP)' and 'sterling' denote lawful currency of the United
Kingdom.
2. Administrative Services
The Corporate Services Provider shall provide the following services (the
Services) in Jersey:
2.1 a registered office and administrative office for the Company;
2.2 the services of four individuals who will accept office as
Directors of the Company;
2.3 the services of a secretary to the Company to perform all
the duties properly required of a secretary by the directors
of the Company and the Companies (Jersey) Law 1991 (the
"Law");
2.4 the arrangement of meetings of directors and shareholders of
the Company on the Island of Jersey and the preparation
of minutes of such meetings;
2.5 the arrangement of annual meetings and any other meetings of
the shareholders of the Company;
2.6 the maintenance of the statutory books of the Company and
any other books and records required by law or ordinarily
required by a Jersey company and the preparation and issue
of share certificates;
2.7 the preparation and submission of annual returns of the
Company and procuring that the Company pays the fee required
to be paid to the Jersey authorities in connection therewith;
2.8 the preparation and submission of any other documents
required by law to be prepared or filed by the Company;
2.9 the provision of book keeping services and preparation the
Company's accounts based upon the Finance Trustees
Ledgers as maintained by the Cash Manager, the
quarterly management accounts maintained by the Cash Manager
and the records maintained by the Administrator;
2.10 the instruction of the Company's auditors to prepare the
annual audited financial statements;
2.11 the safekeeping of the common seal of the Company and
arranging for sealing of documents as authorised by the
directors of the Company;
2.12 obtaining exempt status for the Company under the provisions
of the Income Tax (Jersey) Law 1961, as amended and
procuring that the Company pays the fee required to be paid
to the Comptroller of Income Tax in order to obtain such
status;
2.13 the provision (if necessary) of nominees to hold the issued
shares of the Company; and
2.14 the execution of all such agreements, documents and
undertakings as shall be necessary in connection with the
Business of the Company if so authorised by a valid
resolution of the Board of Directors of the Company;
2.15 the acceptance of service of process and any other documents
or notices to be served on the Company.
3. The Corporate Service Provider's duties
3.1 The Corporate Service Provider shall at all times (subject
to Clause 5 hereof) act in accordance with all reasonable
and proper directions, orders and instructions given by the
Board of Directors of the Company.
3.2 The Corporate Service Provider shall not knowingly do or
knowingly omit to do anything which would constitute a
breach of any provisions of the Articles of Association of
the Company or of any legally binding restrictions applying
to the Company. This includes but is not limited to any
legally binding restrictions applying to the
Company as a consequence of its being a party to the
Transaction Documents.
4. Transaction Account and GIC Accounts
4.1 The Company confirms that the Mortgages Trustee Transaction
Account and Mortgages Trustee GIC Account have been
established and that a mandates in accordance with the Bank
Account Agreement will be delivered to the Account Bank
immediately following the execution of this Agreement and
that as at the date of this Agreement none of the Accounts
is overdrawn.
4.2 The Company will operate the Mortgages Trustee Transaction
Account and the Mortgage Trustees GIC Account in accordance
with the terms of the Cash Management Agreement and the Bank
Agreement. The Corporate Services Provider shall (subject to
Clause 5 hereof) only give instructions on behalf of the
Company to the Account Bank for the deposit, withdrawal or
transfer of funds in accordance with information provided by
the Cash Manager from time to time pursuant to the Cash
Management Agreement.
4.3 The Corporate Service Provider shall be entitled to rely
upon the information provided by the Cash Manager and it
shall be no part of its duties to make enquiry as to the
accuracy or completeness of that information.
5. Enforcement Notice
5.1 The Company shall notify the Corporate Services Provider of
the receipt of an Enforcement Notice.
5.2 In the event that the Corporate Services Provider has
received notification pursuant to Clause 5.1 hereof, the
Corporate Services Provider shall act only in accordance
with the directions of the Security Trustee.
6. Statutory Accounts
6.1 The Corporate Services Provider shall, subject to all
applicable laws, provide all information and access to books
and records as the Auditors may reasonably require for the
purpose of auditing the annual accounts of the Company;
6.2 The Corporate Services Provider shall, in conjunction with
the Auditors and subject to the provision of any necessary
information by the Cash Manager, assist in the preparation
of the profit and loss account, balance sheet and directors'
report and any other report or information required by law
to be attached to them or incorporated in them for the
Company in respect of each accounting reference period.
Subject to the approval of the Company, the Corporate
Services Provider shall cause such accounts to be audited by
the Auditors and shall procure, so far as it is able to do
so, that the Auditors shall make a report thereon as
required by law;
6.3 The Corporate Services Provider shall arrange for the Cash
Manager and the Security Trustee to receive such copies of
the audited accounts as shall be required by the Transaction
Documents within 120 days of the end of the each accounting
reference period. It shall also send copies of the audited
accounts to such other parties as either the Cash Manager or
the Security Trustee shall request;
6.4 The Corporate Services Provider shall take all reasonable
steps to procure that, within 120 days of the end of each
accounting reference period, the Auditors
provide to the Cash Manager for submission to the Financial
Services Authority, the London Stock Exchange plc, the Jersey
Registrar of Companies, S&P, ▇▇▇▇▇'▇ and Fitch a copy of the
Auditors' report.
7 Data Protection and Consumer Credit
The Company confirms that it has applied for registration under the
Data Protection Act 1998 and obtained a licence under the Consumer
Credit ▇▇▇ ▇▇▇▇ in the United Kingdom and applied for the Data
Protection (Jersey) Law 1987 in Jersey. The Corporate Services
Provider will use its best endeavours to procure that the Company
maintains such registrations and that the Company obtains and
maintains all necessary registrations, licences and authorities
required to enable the Company to perform its obligations under the
Transaction Documents.
8. Designated Resources -- Designated CSP Staff
8.1 The Corporate Services Provider shall procure that from the
Initial Closing Date until the Final Redemption (the CSP
Staff Period), three of its full time employees (the
Designated CSP Staff each employee being a Designated CSP
Staff Member) are available on a non -- exclusive and part
time basis to the Company.
8.2 On the Initial Closing Date, the initial Designated CSP
Staff Members are expected to be: ▇▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇. The Corporate Services
Provider may designate an alternative individual or
individuals to be a Designated CSP Staff Member, PROVIDED
THAT if the Corporate Services Provider becomes aware of any
notice of termination of the contract of employment given or
received from a Designated CSP Staff Member, the Corporate
Services Provider will promptly notify the Security Trustee
and
shall ensure that an alternative individual is designated
as a replacement Designated CSP Staff Member.
8.3 This Agreement is a contract for services and is not
intended to constitute and nothing in this Agreement shall
have the effect of constituting any relationship of employer
and employee between the Company, (as employer), and the
Designated CSP Staff Members (as employee). Notwithstanding
the designation of the Designated CSP Staff as available on
a non -- exclusive basis to provide Services, the Designated
CSP Staff will not, at any time, be under the control or
management of the Company. None of the Designated CSP Staff
will be employed the Corporate Services Provider (or such
other company as the Corporate Services Provider may
designate for this purpose) exclusively to perform the
Services.
8.4 This Agreement is not intended to and nothing in this
Agreement shall have the effect of constituting a Designated
CSP Staff Member as agent of the Company. No Designated CSP
Staff Member shall have the authority or right to contract
on behalf of the Company or to bind it in any way in
relation to third parties, save as specifically authorised
by the Company from time to time or, as applicable, where
the Designated CSP Staff Member is acting solely in his
capacity as a director if the Company and has been duly
authorised in that regard by the board of directors of the
Company. Nothing in this Agreement shall constitute a
partnership or joint venture between the parties.
8.5 For the avoidance of doubt, the Corporate Services Provider
may at its discretion, and shall where necessary, use other
persons in the performance of the Services where need in
supplement to, or substitution of the Designated CSP Staff.
9. Designated Resources -- Office Space
9.1 The Corporate Services Provider agrees to designate a
specific area (the Designated Office Space) within the
premises of the Corporate Services Provider as the office
from which the Designated CSP Staff may perform the
Services, and where the Corporate Services Provider may (but
is not required to) store files, records and correspondence
referred to in Clause 10 below.
9.2 The Designated Office Space will not be used exclusively by
the Corporate Services Provider to provide the Services.
9.3 The Corporate Services Provider may provide services to other
companies managed and administered by the Corporate
Services Provider from their Designated Office Space.
9.4 The Corporate Services Provider will retain possession an
control of the Designated Office Space and the Company
will not have possession or control of either:
(a) the Designated Office Space itself; or
(b) any means of access thereto or egress therefrom; or
(c) any plant or substance in the Designated Office
Space; or
(d) any equipment or files in the Designated Office
Space.
For the avoidance of doubt, nothing in this Agreement shall
be taken as granting a lease, licence or other interest in
the Designated Office Space which shall remain the property
of the Corporate Services Provider.
10. Designated Resources
10.1 The Corporate Services Provider further agrees that
dedicated communication facilities may be provided to the
Company, which facilities may include a separate telephone
and telefax line and be (but shall not be required to be)
provided in the Designated Office Space and which may be
(but shall not be required to be) manned by the Designated
CSP Staff.
10.2 The Corporate Services Provider shall maintain files,
records and correspondence relating to the Company and may
do so, but shall not be required to, in the Designated
Office Space.
11. Warranties and Undertakings of the Corporate Services Provider
11.1 The Corporate Services Provider warrants to the Company:
(a) it is duly registered as a company limited by
shares under Jersey Law;
(b) it has power under its Memorandum and Articles of
Association, and all necessary corporate authority
has been obtained and action taken for it to sign
and deliver and perform the transactions
contemplated in this Agreement; and
(c) the signing and delivery of this Agreement does or
will not contravene or constitute a default under,
or cause to be exceeded any limitation on it or the
powers of its directors, imposed by or contained
in, (1) any law by which it or any of its assets is
bound or affected, (2) its Memorandum and Articles
of Association, or (3) any agreement to which it is
a party or by which any of its assets is bound.
11.2 The Corporate Services Provider undertakes generally to
provide or procure such human and other resources as is
appropriate to perform all the Services described in this
Agreement to the appropriate standard.
12. Non -- Petition and Limited Recourse
The Corporate Services Provider agrees that it will not initiate or
join any person in initiating an Insolvency Event in relation to the
Company. In relation to the Company, any amount payable under this
Agreement by the Company to any other party to this Agreement, not
being an amount payable out of the Trust Property in accordance with
the terms of the Mortgages Trust Deed, shall only be payable to the
extent that, on that date, the Company has sufficient funds to pay
such amount out of the fees paid to it under the Mortgages Trust
Deed.
13. Assignment
Except with the consent of the Security Trustee, the Corporate
Services Provider may not assign or transfer or purport to assign or
transfer a right or obligation under this Agreement.
14.1 The Corporate Services Provider hereby agrees that all information and
data held by it in respect of the Company on any computer system of
Corporate Services Provider is the sole property of the Company.
14.2 The Corporate Services Provider agrees that all such
information and data and all other information relating to
the services provided under this Agreement shall be kept
safely and treated as confidential. It shall not be
disclosed to any third party, except with the prior written
consent of the Company or except as may be required by law
or by any regulatory authority. The Corporate Services
Provider agrees to use the same solely for the purposes of
this Agreement. The agreement
constituted by the terms of this Clause 14.2 shall continue
even after the termination of this Agreement.
14.3 After termination of this Agreement the Corporate Services
Provider shall deliver up to the Company, within 2 working
days of the Company's request therefor, all such information
and data, or, at the request of the Company, destroy the
same.
15. Remuneration
15.1 The Company shall remunerate the Corporate Service Provider
in accordance with the fees set out in the Schedule hereto
for the supply of services to the Company pursuant to this
Agreement.
15.2 In addition to the scale of fees, the Corporate Services
Provider, its officers, employees, and any person to whom it
has delegated its duties hereunder shall be entitled to
reimbursement of all out of pocket expenses reasonably
incurred by them in the proper performance of such services
hereunder.
16. Indemnity
16.1 The Company shall at all times keep the Corporate Services
Provider, its directors, officers, employees, agents and
nominees fully and effectively indemnified and saved
harmless against all actions, proceedings, claims, demands,
damages, costs and other liabilities whatsoever arising out
of the performance of its or their duties under this
Agreement save only liabilities arising as a consequence of
negligence, bad faith, fraud or wilful misconduct on the
part of such persons. This indemnity shall continue after
the termination of the duties of the Corporate Services
Provider under this Agreement and the benefit shall extend
to all directors, officers, employees, agents and nominees
of the
Corporate Services Provider from time to time and to
the successors in title of the Corporate Services Provider.
16.2 The Corporate Services Provider shall at all times keep the
Company, its directors, officers, employees, agents and
nominees fully and effectively indemnified and saved
harmless against all actions, proceedings, claims, demands,
damages, costs and other liabilities whatsoever arising out
of any breach by the Corporate Services Provider in its
duties under this Agreement or arising as a consequence of
negligence, bad faith, fraud or wilful misconduct on the
part of the Corporate Services Provider. This indemnity
shall continue after the termination of the duties of the
Corporate Services Provider under this Agreement and the
benefit shall extend to all directors, officers, employees,
agents and nominees of the Company from time to time and to
the successors in title of the Company.
17. Liability of the Corporate Services Provider
17.1 The Corporate Services Provider shall not be liable for any
loss to the Company arising in consequence of the failure,
depreciation or loss of any investments (of the Company)
made in accordance with instructions and guidelines given by
the Board of Directors of the Company except by reason of
fraud, wilful misconduct or negligence on the part of the
Corporate Services Provider.
17.2 Without prejudice to the generality of clause 17.1 of this
Agreement the Corporate Services Provider shall not incur
any liability whatsoever arising from:
(a) the negligence or fraud of any delegate or agent
appointed or employed with the consent, or on the
instructions of, the Board of Directors of the
Company; or
(b) anything done or omitted in conformity with any
advice given or purporting to have been given by
any agent appointed or employed in connection with
the affairs of the Company with the consent of the
Board of Directors of the Company.
18. Scope of Obligations
18.1 The Corporate Services Provider, its directors, officers,
employees, agents and nominees shall not be obliged to act
in any manner which may be contrary to law.
18.2 The Corporate Services Provider shall not be required to take
any legal action on behalf of the Company unless fully
indemnified to its satisfaction.
18.3 When deemed necessary for the proper performance of its
administrative duties, the Corporate Services Provider may,
on behalf of the Company seek legal, tax, financial,
administrative or other advice as well as employ third
parties to provide services.
18.4 The Corporate Services Provider's obligations hereunder to
procure that the Company make all payments required of it
shall be subject to the availability of the Company's funds
to do so and in no circumstances shall the Corporate
Services Provider be required to make payments in connection
with the Business of the Company out of its own funds.
19. Termination
19.1 The appointment of the Corporate Services Provider hereunder
shall terminate:
(a) upon the expiration of 90 days notice in writing
given by the Corporate Services Provider or by the
Company and provided that a substitute
administrator acceptable to the Company and (if
applicable) the Financial Services Department of
the States of Jersey Finance & Economics
Committee (if required under any consent granted
pursuant to the Control of Borrowing (Jersey) Order
1958 as amended) has been appointed on terms
substantially the same as those set out in this
Agreement and that such appointment will be
effective not later than the date of the termination;
(b) immediately if:
(i) an order has been made or a resolution has
been passed to put the Corporate Services
Provider into liquidation (except a
voluntary liquidation for the purpose of
reconstruction or amalgamation); or
(ii) the Corporate Services Provider has broken
or is in breach of any of the terms of
this Agreement and shall not have remedied
such breach within 30 days after service
of notice requiring the same to be
remedied; or
(iii) the Corporate Services Provider is
declared en desastre or has committed any
act or omission indicative of insolvency;
or
(iv) the Corporate Services Provider ceases or
threatens to cease to carry on its
business or a substantial part of its
business or stops payment or threatens to
stop payment of its debts.
19.2 Termination of the appointment of the Corporate Services
Provider under this Clause shall be without prejudice to the
rights of any party in respect of any antecedent claim
against or breach of the terms of this Agreement by the
Corporate Services Provider.
20. Notices
Notices to be given hereunder shall be delivered by hand or mailed to
the address of the relevant party set out herein and where mailed
shall be deemed to be duly given on the third day after the day of
mailing.
21. No Restrictions
Nothing in this Agreement shall limit or restrict the right of any
director, officer or employee of the Corporate Services Provider or
any director, officer, employee or partner of any of its subsidiaries
or its affiliates to engage in any other business or to devote his
time and attention to the management or other aspects of any other
business, whether of a similar or dissimilar nature, nor to limit or
restrict the right of the Corporate Services Provider or any of its
subsidiaries or affiliates to engage in any other business or to
render services of any kind to any other corporation, firm,
individual or association.
22. Counterparts
This Agreement may be signed in several counterparts which, taken
together, shall constitute one and the same Agreement.
23. Governing Law
This Agreement shall be governed and construed in accordance with the
laws of Jersey.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed this day and year first above written.
SIGNED by )
For and on behalf of )
Granite Finance Trustees Limited )
SIGNED by )
for and on behalf of )
MOURANT & CO. LIMITED )
Schedule
The Corporate Services Provider's remuneration
The Corporate Services Provider's remuneration for the provision of the
Services during the period that it acts as Corporate Services Provider of the
Company on the terms of this Agreement Administration will be subject to
review on an annual basis from the date of the Corporate Services Provider's
appointment and initially will be as follows:
Set-up Fees
A one off set up fee cost of (pound)2000.
Directors Fees
A fixed annual fee of (pound)2,500 per annum.
Management Fees
A fixed annual management fee of (pound)2500 per annum to include provision of
registered office, company secretary, maintenance of the Company's statutory
records, dealing with filing requirements, keeping the company in good
standing and maintaining its exempt company status.
Administration and Preparation of Accounts
Fees calculated on a time spent basis in respect of the day to administration
of the Company affairs and for the preparation of Financial Statements and the
provision of accounting data to the auditors of the Company.
Other Costs
Out of pocket expenses/disbursements incurred in the course of administration
(including but not limited to the prescribed filing fee in relation to the
Company's annual return and the annual
exempt company charge payable by the Company pursuant to Article 123A of the
Income Tax (Jersey) Law 1961 (as amended)).