Exhibit 10.2
EXECUTION COPY
Dated 31 August 2005
GRANITE MASTER ISSUER PLC
(as Issuer)
and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
(as Remarketing Bank)
and
LLOYDS BANK TSB plc
and
CANCARA ASSET SECURITISATION LIMITED
(as Conditional Purchaser)
and
NORTHERN ROCK PLC
(as Northern Rock and as Issuer Cash Manager)
---------------------------------------------------------
CONDITIONAL PURCHASE AGREEMENT
relating to
$1,000,000,000 Series 2005-3 Class A Notes due 2054
---------------------------------------------------------
SIDLEY ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇
WOOLGATE EXCHANGE
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
TELEPHONE ▇▇▇ ▇▇▇▇ ▇▇▇▇
FACSIMILE 020 7631 7937
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION...........................................1
2. AGREEMENTS BY THE CONDITIONAL PURCHASER, THE REMARKETING
BANK AND THE ISSUER......................................................4
3. REPRESENTATIONS AND WARRANTIES...........................................7
4. UNDERTAKINGS.............................................................9
5. CLOSING OF CONDITIONAL PURCHASE.........................................12
6. FEES....................................................................12
7. TERMINATION OF THIS AGREEMENT...........................................12
8. TRANSFER................................................................13
9. TIME....................................................................13
10. COMMUNICATIONS..........................................................14
11. NON-PETITION AND LIMITED RECOURSE.......................................15
12. COUNTERPARTS............................................................17
13. GOVERNING LAW AND JURISDICTION..........................................17
14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999............................18
SCHEDULE 1 FORM OF EXTENSION REQUEST.........................................20
SCHEDULE 2 FORM OF NOTICE OF EXTENSION.......................................21
SCHEDULE 3 FORM OF CONDITIONAL PURCHASE ACTIVATION NOTICE....................22
SCHEDULE 4 CONDITIONS TO PURCHASE UNDER CLAUSE 2.2(d)(iii)...................24
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THIS AGREEMENT is made on 31 August 2005
BETWEEN:
(1) GRANITE MASTER ISSUER PLC, a public limited company incorporated
under the laws of England and Wales, whose registered office is at
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (the "Issuer");
(2) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED, a corporation organised under the
laws of the State of Delaware, whose registered office is at ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Remarketing Bank");
(3) LLOYDS TSB BANK PLC, a public limited company incorporated under the
laws of England and Wales, whose registered office is at ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇. ("Lloyds"), only for purposes of Clause
4.1(d) of this Agreement;
(4) CANCARA ASSET SECURITISATION LIMITED, a Jersey, Channel Islands
entity with limited liability, whose registered office is at ▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, Channel Islands (the "Conditional
Purchaser"); and
(5) NORTHERN ROCK PLC, a public limited company incorporated under the
laws of England and Wales, whose registered office is at Northern
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇, in its individual
capacity ("Northern Rock") and in its capacity as Issuer Cash Manager
(the "Issuer Cash Manager").
WHEREAS:
(A) The Issuer, the Conditional Purchaser, the Remarketing Bank, the
Issuer Cash Manager and Northern Rock wish to record the arrangements
agreed between them in relation to an issue of $1,000,000,000 in
aggregate principal amount of Series 2005-3 Class A Notes due 2054
(the "Class A Notes") which expression shall, where the context
permits, include the Global Class A Note Certificate and any
Individual Class A Note Certificates issued in exchange for the
Global Class A Note Certificate which will be constituted by the
Issuer Trust Deed (as defined below) and secured in the manner set
out in the Issuer Deed of Charge (as defined below).
(B) Pursuant to a remarketing agreement (the "Remarketing Agreement")
between, inter alios, the Issuer and the Remarketing Bank, the
Remarketing Bank has been appointed to use its reasonable efforts
prior to the service of a Remarketing Termination Notice to identify
third party purchasers of the Class A Notes to acquire the Class A
Notes from the then current holders of the Class A Notes on each
Transfer Date up to and including the Transfer Date occurring in
August 2009. The Remarketing Bank will also facilitate the transfers
of the Class A Notes on each Transfer Date. The Conditional Purchaser
will agree on the terms of this Agreement to purchase certain Class A
Notes on a Transfer Date.
1. DEFINITIONS AND INTERPRETATION
1.1 For purposes of this Agreement, the following terms shall have the
indicated meanings unless the context or use indicates another or
different meaning and intent.
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"Conditional Purchase Activation Notice" has the meaning given to it
in Clause 2.2(b) of this Agreement.
"Conditional Purchase Commitment" has the meaning given to it in
Clause 2.2(a) of this Agreement.
"Conditional Purchase Commitment Period" means, subject to extension
pursuant to Clause 2.1, the period from and including 31 August, 2005
to 30 August, 2006 (or, if that day is not a Business Day, the
immediately preceding Business Day) and, thereafter, if the
Conditional Purchase Commitment is renewed pursuant to Clause 2.1,
each 364-day period extending from but not including the last day of
the preceding Conditional Purchase Commitment Period to and including
the date that is specified in the Notice of Extension most recently
served.
"Conditional Purchase Loss Event" means the debiting of an amount to
the Principal Deficiency Ledger in relation to any Class A Notes of
any Series issued by the Issuer.
"Conditional Purchaser Process Agent" has the meaning given to it in
Clause 13.3 of this Agreement.
"Eligible Transferee" has the meaning given to it in Clause 8 of this
Agreement.
"Extension Request" has the meaning given to it in Clause 2.1(b) of
this Agreement.
"Fee Letter" means the fee letter referred to in Clause 6 of this
Agreement.
"Global Class A Note Certificate" means the note certificate
representing the Class A Notes in global form.
"Indemnified Party" and "Indemnified Person" has the meaning given to
it in Clause 4.2(a) of this Agreement.
"Individual Class A Note Certificates" means the note certificates
representing the Class A Notes in definitive form.
"Issuer Deed of Charge" means the deed of charge entered into on 19
January, 2005 between, inter alios, the Issuer, the Issuer Security
Trustee and the Note Trustee.
"Issuer Trust Deed" means the trust deed entered into on 19 January,
2005 between the Issuer and the Note Trustee.
"Note Event of Default" means, in relation to the Class A Notes, the
occurrence of an event of default as specified in Condition 9 of the
terms and conditions of the Class A Notes.
"Notes" means the notes constituted by the Issuer Trust Deed.
"Notice of Extension" has the meaning given to it in Clause 2.1(c) of
this Agreement.
"Proceedings" has the meaning given to it in Clause 13.2 of this
Agreement.
"Ratings Downgrade" means (i) with respect to the initial Conditional
Purchaser only, the downgrade of the short-term ratings of the
commercial paper notes issued by the initial Conditional Purchaser
below A-1+ by Standard & Poor's or P-1 by Moody's, and
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(ii) with respect to any replacement Conditional Purchaser appointed
pursuant to the Remarketing Agreement or any Eligible Assignee who
becomes a party to this Agreement pursuant to Clause 8, the downgrade
of the short-term ratings of such replacement Conditional Purchaser or
Eligible Assignee below A-1+ by Standard & Poor's, P-1 by Moody's or
F-1+ by Fitch.
"Relevant Documents" means this Agreement and the Remarketing
Agreement.
"Settlement Account" has the meaning given to it in the Remarketing
Agreement.
"Unremarketed Notes" means:
(i) prior to the service of a Remarketing Termination Notice, and
with respect to a Transfer Date, all of the Tendered Notes
that will be Outstanding on such Transfer Date for which the
Remarketing Bank has not identified purchasers by the end of
the applicable Remarketing Period in accordance with the
Remarketing Agreement;
(ii) at any time after the service of a Remarketing Termination
Notice, other than based on a Remarketing Termination Event
specified in Clauses 5.1(a) or (d) of the Remarketing
Agreement, all of the Class A Notes (other than Class A Notes
then held by the Conditional Purchaser) Outstanding on the
Transfer Date immediately following the occurrence of the
relevant Remarketing Termination Event, after giving effect to
the application of Available Principal Receipts on that
Transfer Date; and
(iii) with respect to the Transfer Date occurring in August 2010,
all of the Class A Notes (other than Class A Notes then held
by the Conditional Purchaser) Outstanding on that Transfer
Date, after giving effect to the application of Available
Principal Receipts on that Transfer Date.
1.2 Capitalised 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
▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇ LLP on January 19, 2005 and the
Issuer Master Definitions Schedule signed for the purposes of
identification only by Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇ & ▇▇▇▇▇
LLP on January 19, 2005 (each as amended, varied or supplemented from
time to time), each of which is incorporated into this Agreement by
reference.
1.3 In this Agreement:
(a) words denoting the singular number only shall include the plural
number also and vice versa;
(b) words denoting one gender only shall include the other genders;
(c) words denoting persons only shall include firms and corporations
and vice versa;
(d) 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;
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(e) references to any agreement or other document shall be deemed
also to refer to such agreement or document as amended, varied,
supplemented, restated or novated from time to time;
(f) clause, paragraph and schedule headings are for ease of
reference only;
(g) 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;
(h) reference to a time of day, unless otherwise specified, shall be
construed as a reference to London time; and
(i) references to any person include references to their successors,
including, without limitation, an entity which assumes the
rights and obligations of the relevant person by operation of
the law of the jurisdiction of incorporation or domicile of such
person.
2. AGREEMENTS BY THE CONDITIONAL PURCHASER, THE REMARKETING BANK
AND THE ISSUER
2.1 Term of Conditional Purchase Commitment
(a) The Conditional Purchaser makes this Conditional Purchase
Commitment to the Remarketing Bank.
(b) Save as otherwise provided in this Agreement, the Issuer Cash
Manager or the Remarketing Bank may deliver, not more than sixty
(60) days and not less than forty (40) days before the end of
each Conditional Purchase Commitment Period, to the Conditional
Purchaser an irrevocable request in writing to extend the
Conditional Purchase Commitment Period, substantially in the
form of Schedule 1 hereto (an "Extension Request") to the date
that is not more than 364 days following the last day of the
current Conditional Purchase Commitment Period.
(c) If the Conditional Purchaser wishes to accept an Extension
Request then it shall deliver, by not less than 30 days before
the last day of the current Conditional Purchase Commitment
Period, to the Issuer Cash Manager and the Remarketing Bank an
irrevocable notice, substantially in the form of Schedule 2
hereto ("Notice of Extension") that the Conditional Purchaser
has consented to the Extension Request and specifying the last
day of the extended Conditional Purchase Commitment Period
agreed to thereby. Failure to deliver such a Notice of Extension
by the day referred to above shall be deemed a refusal to grant
an extension of the Conditional Purchase Commitment Period.
(d) The Conditional Purchaser is not obliged to agree to extend the
Conditional Purchase Commitment Period and in no event (unless
otherwise agreed in writing by the parties to this Agreement)
will it be extended beyond the Transfer Date occurring in August
2010. The initial Conditional Purchaser will not extend the
Conditional Purchase Commitment Period unless Standard
4
& Poor's and Moody's have confirmed in writing that the then
current rating of the commercial paper issued by the initial
Conditional Purchaser will not be downgraded or withdrawn as a
consequence of the extension of the Conditional Purchase
Commitment. If the Conditional Purchaser does not extend its
Conditional Purchase Commitment, the Issuer will cause notice of
this fact to be given to the Class A Noteholders.
(e) The Remarketing Bank agrees to deliver an Extension Request to
the Conditional Purchaser prior to each Transfer Date through
and including the Transfer Date occurring in August 2009,
pursuant to Clause 2.1(b) above, unless instructed otherwise by
the Issuer Cash Manager.
2.2 Conditional Purchase by the Conditional Purchaser
(a) The Conditional Purchaser agrees to purchase Unremarketed Notes
on the Transfer Date falling in each Conditional Purchase
Commitment Period at the Transfer Price payable on that Transfer
Date, on the terms of this Agreement and the Remarketing
Agreement, as specified in the Conditional Purchase Activation
Notice described in this Clause and delivered in respect of that
Transfer Date (the "Conditional Purchase Commitment"). The
Transfer Price payable upon the exercise of the Conditional
Purchase Commitment shall not, on any Transfer Date, exceed the
lesser of (a) $1,000,000,000 minus the aggregate Principal
Amount Outstanding of the Class A Notes previously purchased by
the Conditional Purchaser and then held by the Conditional
Purchaser and (b) the Transfer Price payable in respect of the
Unremarketed Notes referred to in the Conditional Purchase
Activation Notice issued in respect of that Transfer Date.
(b) If, on any Transfer Date, the Conditional Purchase Commitment is
to be exercised, the Remarketing Bank will give notice to the
Conditional Purchaser in writing, substantially in the form of
Schedule 3 hereto (a "Conditional Purchase Activation Notice")
in accordance with Clause 3.7 of the Remarketing Agreement,
which notice shall be irrevocable. Pursuant to Clause 3.7 of the
Remarketing Agreement, the Issuer Cash Manager may deliver a
Conditional Purchaser Activation Notice to the Conditional
Purchaser if the Remarketing Bank does not. The Conditional
Purchaser agrees to purchase, on a Transfer Date, all of the
Unremarketed Notes specified in the Conditional Purchase
Activation Notice delivered in respect of that Transfer Date, in
accordance with the provisions of this Agreement.
(c) A Conditional Purchase Activation Notice shall specify:
(i) the Principal Amount Outstanding of Unremarketed Notes
that the Conditional Purchaser is obliged to purchase on
the Transfer Date specified therein;
(ii) the Transfer Price payable by the Conditional Purchaser
to or at the direction of the Remarketing Bank on the
Transfer Date specified therein; and
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(iii) that the Remarketing Bank has not received notice from
the Issuer Cash Manager that any of the events specified
in Clause 2.2(d) below has occurred and is continuing and
the Remarketing Bank is otherwise not aware that any of
the events in Clause 2.2(d) below has occurred and is
continuing.
(d) The obligation of the Conditional Purchaser to purchase the
Unremarketed Notes on any Transfer Date shall be subject to the
conditions that:
(i) no Note Event of Default has occurred and is continuing;
(ii) no Conditional Purchase Loss Event has occurred and is
continuing;
(iii) no event specified in paragraphs (A) through (F) in
Schedule 4 hereto has occurred and is continuing;
(iv) the rating of the Class A Notes has not been downgraded
as at such date to "CCC" or lower by Standard & Poor's
and "Caa1" or lower by Moody's; and
(v) the Conditional Purchaser shall have received notice from
the Issuer Cash Manager that there will be sufficient
Issuer Available Revenue Receipts to pay all amounts of
interest on the Class A Notes scheduled to be paid on
such Transfer Date,
in each case (except in respect of clause (v) above), on the
date that the Conditional Purchase Activation Notice is
delivered to the Conditional Purchaser and on such Transfer
Date.
(e) The Conditional Purchase Commitment shall terminate upon the
earlier of (i) the redemption in full of the Class A Notes and
(ii) if not extended in accordance with Clause 2.1, the last day
of the current Conditional Purchase Commitment Period.
2.3 Conditions Precedent
The conditions precedent to the Conditional Purchaser entering into
this Agreement are:
(a) Executed Copies of Relevant Documents and other documents
On or prior to the Closing Date there having been delivered to
the Conditional Purchaser executed copies by all parties thereto
of the Relevant Documents, the Fee Letter, the Swap Agreement in
respect of the Series 2005-3 Class A Notes and the Series 2005-3
Loan Tranche Supplement;
(b) Legal Opinions
On or prior to the Closing Date, there having been delivered to
the Conditional Purchaser copies of opinions with respect to the
enforceability of the Relevant Documents, in form and substance
satisfactory to the Conditional Purchaser, dated the Closing
Date, of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, legal advisers as to
English
6
law to Northern Rock and ▇▇▇▇▇ & Overy LLP, legal advisers as to
English law to the Remarketing Bank;
(c) Certified Constitutional Documents
On or prior to the Closing Date, there having been delivered to
the Conditional Purchaser a copy, certified by a duly authorised
director or the company secretary, as applicable, of the Issuer
of (i) the Memorandum and Articles of Association of the Issuer;
(ii) the resolution of the Board of Directors of the Issuer
authorising the execution of the Relevant Documents and the Fee
Letter and the entry into and performance of the transactions
contemplated thereby; and the issue of the Class A Notes and the
entry into and performance of the transactions contemplated
thereby;
(d) Note Event of Default
No Note Event of Default has occurred which is continuing on the
Closing Date; and
(e) Ratings
On or prior to the Closing Date, receipt of notification from
Fitch, Moody's and Standard & Poor's that the long-term
ratings for the Class A Notes of AAA/Aaa/AAA and the
short-term ratings of A-1+/P-1/F1+ by Standard & Poor's,
Moody's and Fitch, respectively, have been assigned either
without conditions or subject only to the execution and
delivery on or before the Closing Date of the Relevant
Documents and any other applicable Transaction Documents.
3. REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of Northern Rock and the Issuer
(a) Northern Rock represents and warrants to the other parties to
this Agreement as at the date of this Agreement that:
(i) the execution of Relevant Documents to which it is a
party and the performance of the terms thereof by it have
been duly authorised by it and that such Relevant
Documents constitute its legal, valid and binding
obligations, enforceable against it in accordance with
their terms, subject as to enforceability to applicable
bankruptcy, insolvency, reorganisation, conservatorship,
receivership, liquidation or other similar laws affecting
the enforcement of creditors rights generally and to
general equitable principles;
(ii) the execution and delivery by it of the Relevant
Documents and the performance by it of the terms of such
Relevant Documents will not infringe any existing law or
regulation and are not contrary to the provisions of its
Memorandum and Articles of Association;
(iii) all consents and approvals of any court, government
department or other regulatory body in any jurisdiction
to which it is subject, required for the execution and
delivery by it of the Relevant Documents and the
7
performance by it of the terms of such Relevant Documents
have been obtained and are in full force and effect; and
(iv) it is duly incorporated as a public limited company under
the laws of England and Wales.
(b) The Issuer represents and warrants to the other parties to this
Agreement as at the date of this Agreement that:
(i) the execution of the Relevant Documents, the Fee Letter
and the Transaction Documents to which it is a party and
the performance of the terms thereof by it have been duly
authorised by it and on the Closing Date such Relevant
Documents, Fee Letter and the Transaction Documents
constitute its legal, valid and binding obligations,
enforceable against it in accordance with their terms,
subject as to enforceability to applicable bankruptcy,
insolvency, reorganisation, conservatorship,
receivership, liquidation or other similar laws affecting
the enforcement of creditors rights generally and to
general equitable principles;
(ii) the execution and delivery by it of the Relevant
Documents, the Fee Letter and the Transaction Documents
and the performance by it of the terms of such Relevant
Documents, Fee Letter and the Transaction Documents will
not (A) 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
Issuer or any agreement or instrument to which the Issuer
is a party or by which any of its assets or properties is
bound, or (B) infringe any applicable law or regulation;
(iii) all consents and approvals of any court, government
department or other regulatory body in any jurisdiction
to which it is subject, required for the execution and
delivery by it of the Relevant Documents and the Fee
Letter and the performance by it of the terms of such
Relevant Documents and Fee Letter have been obtained and
are in full force and effect;
(iv) it is duly incorporated as a public limited company under
the laws of England and Wales;
(v) the creation, sale and issue of the Class A Notes have
been duly authorised by the Issuer and, when executed and
authenticated in accordance with the Supplemental Issuer
Trust Deed and the Issuer Paying Agent and Agent Bank
Agreement, the Class A Notes will constitute legal, valid
and binding obligations of the Issuer and the
Supplemental Issuer Trust Deed will have been duly
qualified under the Trust Indenture Act; and
(vi) no event has occurred or circumstance arisen which, had
the Class A Notes already been issued, would constitute a
Note Event of Default as set out in the Terms and
Conditions of the Class A Notes.
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3.2 Representations and Warranties of the Conditional Purchaser
The Conditional Purchaser represents and warrants to the other
parties to this Agreement that the Conditional Purchaser has the
requisite power and authority to enter into each Relevant Document to
which it is a party on the terms on which it is made and all
requisite corporate authority has been taken for it to enter into
such agreement and to perform the matters envisaged thereby at the
requisite time and such agreement will constitute a valid and legally
binding obligation, enforceable against the Conditional Purchaser in
accordance with its terms, subject as to enforceability to applicable
bankruptcy, insolvency, reorganisation, conservatorship,
receivership, liquidation or other similar laws affecting the
enforcement of creditors rights generally and to general equitable
principles.
4. UNDERTAKINGS
4.1 (a) Northern Rock undertakes to the Conditional Purchaser that it
will:
(i) indemnify and hold harmless the Conditional Purchaser on
an after tax basis (and each of its officers, directors
or employees and each person by whom it is controlled for
the purposes of the Securities Act) from and against any
claim, demand, action, liability, damages, cost, loss or
expense (including, without limitation, legal fees to the
extent permitted by Clause 4.3 and any applicable value
added tax) which it may incur as a result or arising out
of or in relation to any inaccuracy or alleged inaccuracy
contained in, or any breach or alleged breach of, any of
the representations and warranties in Clause 3.1 or any
breach or alleged breach of any of the undertakings in
Clause 4.1;
(ii) furnish to the Conditional Purchaser on the date hereof a
copy of the Prospectus certified by a duly authorised
officer of the Issuer and, without charge, such
additional number of copies of the Prospectus as the
Conditional Purchaser may reasonably request; and
(iii) indemnify and hold harmless Lloyds, the directors,
officers, employees and agents of Lloyds and each person
who controls Lloyds within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange
Act (each a "Lloyds Indemnified Person") against any and
all losses, claims, damages or liabilities, to which it
may become subject, including without limitation any such
losses, claims, damages or liabilities arising under the
Securities Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or
liabilities arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact
contained in the prospectus dated 26 August 2005 (or any
amendment or supplement thereto) or any preliminary
prospectus (such prospectus, as amended or supplemented
and any preliminary prospectus, the "Prospectus") or
arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such
Lloyds Indemnified Person, as incurred, for any legal or
other
9
reasonable expenses incurred by them in connection with
investigating or defending any such loss, claim,
damage, liability or action; provided, however, that
Northern Rock will not be liable in any such case to the
extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged
omission made in the Prospectus in reliance upon and in
conformity with written information furnished to Northern
Rock by or on behalf of the Conditional Purchaser or
Lloyds specifically for inclusion therein. Northern Rock
further agrees to reimburse each Lloyds Indemnified
Person for any legal and other expenses reasonably
incurred by such Lloyds Indemnified Person in
investigating or defending or preparing to defend against
any such loss, claim, damage, liability or action, as
such expenses are incurred.
(b) The Issuer Cash Manager undertakes that it will:
(i) notify the Remarketing Bank and the Conditional Purchaser
on the fifth (5th) Business Day prior to each Transfer
Date by 10:00 am (London time) if any of the conditions
specified in Clause 2.2(d) has not been satisfied;
(ii) on the fifth (5th) Business Day prior to each Transfer
Date by 10:00 am (London time) provide notice to the
Remarketing Bank and the Conditional Purchaser as to
whether or not there will be sufficient Issuer Available
Revenue Receipts to pay all amounts of interest on the
Class A Notes scheduled to be paid on such Transfer Date;
(iii) notify the Conditional Purchaser as soon as it becomes
aware of any downgrade of the rating of the Class A Notes
by any Rating Agency, and of any notice received from a
Rating Agency advising that the Class A Notes have been
placed under review for possible downgrade; and
(iv) notify the Conditional Purchaser of the occurrence of a
Note Event of Default within ten (10) Business Days of
obtaining actual knowledge thereof.
(c) The Conditional Purchaser undertakes to the Remarketing Bank and
the Issuer Cash Manager that it will notify Fitch of any
replacement of its liquidity provider(s) and of any addition of
a liquidity provider.
(d) Lloyds undertakes to indemnify and hold harmless Northern Rock
and the Remarketing Bank, their respective directors, officers,
employees and agents and each person who controls Northern Rock
and the Remarketing Bank within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act (each,
an "Indemnified Person") against any and all losses, claims,
damages, liabilities or actions to which it may become subject,
under any national, federal or state statutory law or regulation
or at common law or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Specified Disclosure in the prospectus
dated 26
10
August 2005 (or any amendment or supplement thereto) or any
preliminary prospectus, and agrees to reimburse each such
Indemnified Person, as incurred, for any legal or other expenses
reasonably incurred by them in connection with investigating,
defending or preparing to defend any such loss, claim, damage,
liability or action.
For purposes of this Clause 4.1(d), "Specified Disclosure" means the
information in the eleventh (11th) and twelfth (12th) paragraphs and
the second sentence of the fourteenth (14th) paragraph under "Risk
factors - Risks relating to remarketing and conditional purchase
arrangements" beginning on page S-11 of the Prospectus and the
information in the third (3rd ), fourth (4th) and fifth (5th)
paragraphs under "The conditional purchaser" on page S-23 of the
Prospectus.
4.2 If any claim, demand or action is brought or asserted under Clauses
4.1(a)(i), 4.1(a)(iii) or 4.1(d) (each a "Claim"), the following
provisions shall apply:
(a) Notification: the Conditional Purchaser or Lloyds, as the case
may be (the "Indemnified Person") shall promptly notify Northern
Rock (here the "Indemnifying Party") as soon as reasonably
practicable after becoming aware of a Claim (but failure to do
so shall not relieve the Indemnifying Party from liability);
(b) Assumption of defence: the Indemnifying Party shall, subject to
Clause 4.4, be entitled to assume the defence of the relevant
Claim including the retention of legal advisers approved by each
Indemnified Person (which shall not be unreasonably withheld or
delayed), subject to the payment by the Indemnifying Party of
all legal and other expenses of such defence; and
(c) Separate representation: if the Indemnifying Party assumes the
defence of the relevant Claim, each Indemnified Person shall be
entitled to retain separate legal advisers and to participate in
such defence but the legal or other expenses incurred in so
doing shall, subject to Clause 4.4, be borne by such Indemnified
Person unless the Indemnifying Party has specifically authorised
such retention or participation.
4.3 Notwithstanding Clause 4.2, the Indemnified Person may retain
separate legal advisers in each relevant jurisdiction and direct the
defence of the relevant Claim. The Indemnifying Party shall reimburse
the Indemnified Person for any legal or other expenses reasonably so
incurred if:
(a) Indemnifying Party's failure: the Indemnifying Party (having
assumed such defence) fails properly to make such defence or to
retain for such purpose legal advisers approved by such
Indemnified Person;
(b) Conflict of interest: such Indemnified Person has reasonably
concluded that the use of any legal advisers chosen by the
Indemnifying Party to represent such Indemnified Person would
present such legal advisers with a conflict of interest; or
(c) Different defences: the actual or potential defendants in, or
targets of, such Claim include both the Indemnifying Party and
such Indemnified Person and such Indemnified Person has
reasonably concluded that there are legal
11
defences available to it which are different from or additional
to those available to the Indemnifying Party.
4.4 The Indemnifying Party shall not, without the prior written consent
of the Indemnified Person, settle or compromise, or consent to the
entry of judgement with respect to, any pending or threatened Claim
(irrespective of whether any Indemnified Person is an actual or
potential defendant in, or target of, such Claim) unless such
settlement, compromise or consent includes an unconditional release
of each Indemnified Person from all liability arising out of the
matters which are the subject of such claim. The Indemnifying Party
shall not be liable to indemnify any Indemnified Person where the
relevant Claim has been settled or compromised without its written
consent (which shall not be unreasonably withheld).
4.5 The rights and remedies conferred upon the Conditional Purchaser and
Lloyds under this Clause shall continue in full force and effect
notwithstanding the completion of the arrangements set out herein for
the purchase of, and payment for, the Class A Notes and regardless of
any investigation made by the Conditional Purchaser or Lloyds, as the
case may be.
5. CLOSING OF CONDITIONAL PURCHASE
5.1 Payment
As soon as is practicable in the working day in New York on each
Transfer Date on which the Conditional Purchaser is required to
purchase Unremarketed Notes, the Conditional Purchaser will pay or
cause to be paid to or at the direction of the Remarketing Bank the
Transfer Price in respect of the Unremarketed Notes specified in the
Conditional Purchase Activation Notice applicable to such Transfer
Date. The Remarketing Bank will hold the Transfer Price in the manner
contemplated by Clause 3.13 of the Remarketing Agreement pending
completion of the transfer of the Unremarketed Notes in accordance
with Clause 5.2.
5.2 Transfer
The Remarketing Bank will procure the transfer of interests in the
Unremarketed Notes to the Settlement Account and will hold those
interests in accordance with Clause 3.13 of the Remarketing Agreement
and deliver them to the Conditional Purchaser against payment of the
relevant Transfer Price.
6. FEES
In consideration of the agreement by the Conditional Purchaser to
make the Conditional Purchase Commitment, the Issuer agrees to pay or
procure the payment to the Conditional Purchaser of a commitment fee
as agreed in a fee letter of even date herewith between the Issuer
and the Conditional Purchaser. Such fee will be paid by the Issuer in
accordance with the paragraph (C) of the Issuer Pre-Enforcement
Revenue Priority of Payments and the Issuer shall only be liable to
pay such fee from and to the extent of such funds.
7. TERMINATION OF THIS AGREEMENT
7.1 Termination of this Agreement
12
Notwithstanding anything contained herein, this Agreement shall
terminate when the Conditional Purchase Commitment terminates by
virtue of Clause 2.2(e).
7.2 Consequences of Termination of this Agreement
Upon such termination in accordance with Clause 7.1 this Agreement
shall terminate and be of no further effect and no party shall be
under any liability to any other in respect of this Agreement, except
that (i) Northern Rock shall remain liable under Clause 4.1(a)(i) to
indemnify the Conditional Purchaser in accordance with the terms
thereof for any breach of any representation or warranty provided
such breach has occurred prior to the termination of this Agreement;
and (ii) the indemnities provided by Northern Rock in Clause
4.1(a)(iii) and by Lloyds in Clause 4.1(d) shall not so terminate.
8. TRANSFER
(a) By written notice to Northern Rock and the Remarketing Bank, the
Conditional Purchaser may at any time after the date of this
Agreement transfer to any Person having short-term debt ratings
of A-1+ by Standard & Poor's, P-1 by Moody's and F-1+ by Fitch
as at the date of such transfer (each such Person, an "Eligible
Transferee") all of its rights and obligations under this
Agreement (including, without limitation, all of its Conditional
Purchase Commitment). The Conditional Purchaser may not transfer
any of its rights or obligations hereunder without:
(i) the prior written consent of Northern Rock and the
Remarketing Bank; and
(ii) a confirmation from each Rating Agency that the then
current ratings of the Class A Notes will not be
downgraded or withdrawn as a result of such transfer.
(b) Subject to the satisfaction of the conditions set forth in
Clause 8(a), from and after the effective date specified in the
written notice given by the Conditional Purchaser to Northern
Rock and the Remarketing Bank:
(i) the transferor Conditional Purchaser shall be released
from further obligations under this Agreement and its
rights under this Agreement shall be cancelled;
(ii) the Eligible Transferee shall acquire the same rights and
assume the same obligations in place of the transferor
Conditional Purchaser expressed to be the subject of the
transfer in the written notice given by the Conditional
Purchaser; and
(iii) the Eligible Transferee shall become a party hereto as
the "Conditional Purchaser", and all references to the
Conditional Purchaser shall be construed accordingly.
9. TIME
13
Any date or period specified herein (excluding, subject to extension
pursuant to Clause 2.1, the Conditional Purchase Commitment Period)
may be postponed or extended by mutual agreement among the parties
but, as regards any date or period originally fixed or so postponed
or extended, time shall be of the essence.
10. COMMUNICATIONS
Any communication shall be given by letter, or by telex or facsimile
transmission, or by telephone and shall be sent:
(a) if to the Issuer, to it at:
Granite Master Issuer plc
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Fax: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Attention: The Company Secretary
(b) if to Northern Rock or to the Issuer Cash Manager, to it at:
Northern Rock plc
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
Fax: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Securitisation, Risk Operations
(c) if to the Conditional Purchaser, to it at:
Cancara Asset Securitisation Limited
▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Channel Islands
Fax: ▇▇▇ (▇)▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ SPV - Administration
with a copy to:
Securitisation
Lloyds TSB Bank plc
▇▇▇▇▇▇▇'▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Fax: ▇▇▇(▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Attention: Head of Securitisation
(d) if to Lloyds, to it at:
Lloyds TSB Bank plc
14
1251 Avenue of the ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇
Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Director Structured Finance New York
(e) if to the Remarketing Bank, to it at:
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Head of Short Term Fixed Income Sales
Any such communication shall take effect, in the case of a letter, at
the time of delivery, in the case of telex or facsimile transmission,
at the time of dispatch or, in the case of telephone, when made.
Any communication not by letter shall be confirmed by letter but
failure to send or receive the letter of confirmation shall not
invalidate the original communication. No communication pursuant to
Clauses 2.1 or 2.2 may be made other than in writing, including via
facsimile, and will be deemed received on actual receipt by the
Conditional Purchaser.
11. NON-PETITION AND LIMITED RECOURSE
11.1 (a) Each of the parties hereto (other than the Issuer) undertakes to
the Issuer that, it shall not until the expiry of one year and
one day after the payment of all sums outstanding and owing
under all Notes issued by the Issuer from time to time, take any
corporate action or other steps or legal proceedings for the
winding up, dissolution, arrangement, reconstruction or
reorganisation or for the appointment of a liquidator, receiver,
manager, administrator, administrative receiver or similar
officer of the Issuer or any or all of its assets or revenues,
petition or commence proceedings for the administration or
winding-up of the Issuer (nor join any person in such
proceedings or commencement of proceedings) nor commence any
legal proceedings against the Issuer.
(b) Each of the parties hereto (other than the Conditional
Purchaser) undertakes to the Conditional Purchaser that it shall
not until the expiry of one year and one day after the latest
maturing commercial paper note issued by the Conditional
Purchaser is paid in full, take any corporate action or other
steps or legal proceedings for the winding up, dissolution,
arrangement, reconstruction, reorganisation or similar
proceedings or for the appointment of a liquidator, receiver,
manager, administrator, administrative receiver or similar
officer of the Conditional Purchaser or any or all of its assets
or revenues, petition or commence proceedings for the
administration or winding-up of the Conditional Purchaser (nor
join any person in such proceedings or
15
commencement of proceedings) nor commence any legal proceedings
against the Conditional Purchaser.
The provisions of this Clause 11.1 shall survive the termination of
this Agreement.
11.2 Notwithstanding anything to the contrary contained in this Agreement,
the obligations of the Conditional Purchaser under this Agreement are
solely the obligations of the Conditional Purchaser and shall be
payable by the Conditional Purchaser solely as provided in this
Clause 11.2. Each of the parties to this Agreement (other than the
Conditional Purchaser) agrees that the Conditional Purchaser shall
only be required to pay (a) any liabilities that it may incur under
this Agreement, subject to the Conditional Purchaser having funds
available in accordance with the payment priorities set out in
Section 3(a)(v) of the Issuing and Paying Agency Agreement dated as
of December 6, 2002 among the Conditional Purchaser and JPMorgan
Chase Bank, N.A. as Issuing and Paying Agent (as amended,
supplemented or otherwise modified from time to time, the "Issuing
and Paying Agency Agreement"), and (b) any expenses, indemnities or
other liabilities that it may incur under this Agreement, subject to
funds being available for such purpose in accordance with the payment
priorities set out in Section 3(a)(v) of the Issuing and Paying
Agency Agreement.
To the extent permitted by law, no recourse under any obligation,
covenant or agreement of any person contained in this Agreement shall
be had against any shareholder, officer, agent, affiliate or director
of the Issuer or the Conditional Purchaser, by the enforcement of any
assessment or by any legal proceedings, by virtue of any statute or
otherwise; it being expressly agreed and understood that this
Agreement is a corporate obligation of the Issuer and the Conditional
Purchaser expressed to be a party hereto and no personal liability
shall attach to or be incurred by the shareholders, officers, agents,
affiliates or directors of such person as such, or any of them, under
or by reason of any of the obligations, covenants or agreements of
the Issuer or the Conditional Purchaser contained in this Agreement,
or implied therefrom, and that any and all personal liability for
breaches by such person of any such obligations, covenants or
agreements, either under any applicable law or by statute or
constitution, of every such shareholder, officer, agent, affiliate or
director is hereby expressly waived by each person expressed to be a
party hereto as a condition of and consideration for the execution of
this Agreement; provided, however, that the foregoing shall not
relieve any such person or entity of any liability they might
otherwise have as a result of wilful misconduct or fraudulent actions
or omissions taken by them.
The provisions of this Clause 11.2 shall survive the termination of
this Agreement.
11.3 The Conditional Purchaser is not, by reason of entering into this
Agreement and providing its commitment hereunder, offering any
securities under the Prospectus or in relation to the Class A Notes
issued by the Issuer. The Conditional Purchaser is not involved in
the remarketing of the Class A Notes issued by the Issuer, and has no
obligation to remarket the Class A Notes. Its commitment to purchase
can be called upon by the Remarketing Bank only in accordance with
the Remarketing Agreement. The Conditional Purchaser is not
soliciting any offers to buy the Class A Notes issued by the Issuer.
The Conditional Purchaser's commercial paper notes have not and will
not be registered under the Securities Act and may not be offered or
sold in the United
16
States absent registration or an applicable exemption from
registration requirements.
12. COUNTERPARTS
This Agreement may be executed in any number of counterparts and by
different parties hereto on separate counterparts each of which, when
executed and delivered, shall constitute an original, but all the
counterparts shall together constitute but one and the same
instrument, provided, however, that this Agreement shall have no
force or effect until it is executed by the last party to execute the
same and shall be deemed to have been executed as delivered in the
place where such last party executed this Agreement.
13. GOVERNING LAW AND JURISDICTION
13.1 Governing Law
This Agreement shall be governed by and construed in accordance with
English law.
13.2 Jurisdiction
The courts of England are to have jurisdiction to settle any disputes
which may arise out of or in connection with this Agreement and
accordingly any legal action or proceedings arising out of or in
connection with this Agreement ("Proceedings") may be brought in such
courts. The parties to this Agreement hereby irrevocably submit to
the jurisdiction of such courts and waive any objection to
Proceedings in such courts whether on the ground of venue or on the
ground that the Proceedings have been brought in an inconvenient
forum. This submission is for the benefit of each of the parties to
this Agreement and shall not limit the right of any of them to take
Proceedings in any other court of competent jurisdiction nor shall
the taking of Proceedings in any one or more jurisdictions preclude
the taking of Proceedings in any other jurisdiction (whether
concurrently or not).
13.3 Service of Process
The Conditional Purchaser irrevocably appoints SPV Management Limited
of Tower 42, International Financial Centre, 25 Old Broad Street,
London EC 2N 1HQ (the "Conditional Purchaser Process Agent") to
receive, for it and on its behalf, service of process in any
proceedings in England. Such service shall be deemed completed on
delivery to the Conditional Purchaser's Process Agent (whether or not
it is forwarded to and received by the Conditional Purchaser). If for
any reason the Conditional Purchaser's Process Agent ceases to act as
such or no longer has an address in England, the Conditional
Purchaser irrevocably agrees to appoint a substitute process agent
acceptable to each of the Issuer and the Issuer Cash Manager and
shall immediately notify each of the Issuer and the Issuer Cash
Manager of such appointment. Nothing shall affect the right to
service process in any other manner permitted by law.
17
14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Agreement shall have no rights
under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any
terms of this Agreement but this does not affect any rights or remedy
of any person which exists or is available apart from that Act.
In witness whereof, this Agreement has been entered into on the date stated at
the beginning.
GRANITE MASTER ISSUER PLC
(as Issuer)
By:
NORTHERN ROCK PLC
By:
NORTHERN ROCK PLC
(as Issuer Cash Manager)
By:
CANCARA ASSET SECURITISATION LIMITED
(as Conditional Purchaser)
By:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
(as the Remarketing Bank)
By:
18
LLOYDS TSB BANK PLC
(only for purposes of Clause 4.1(d) of this Agreement)
By:
19
SCHEDULE 1
FORM OF EXTENSION REQUEST
[on letterhead of the Remarketing Bank]
[DATE]
To: Cancara Asset Securitisation Limited
Fax: ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ SPV - Administration
Ladies and Gentlemen:
We refer to the Conditional Purchase Agreement dated 31 August, 2005 (as
amended from time to time, the "Agreement") among Granite Master Issuer plc,
as Issuer, Cancara Asset Securitisation Limited (the "Conditional Purchaser"),
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the "Remarketing Bank"), Lloyds TSB Bank
plc and Northern Rock plc, in its individual capacity and as Issuer Cash
Manager. Terms and expressions defined herein shall bear the meanings ascribed
to such terms in the Agreement or, if not defined therein, in the Programme
Master Definitions Schedule referred to in the Agreement.
Pursuant to Clause 2.1(b) of the Agreement, we, as the Remarketing Bank,
hereby irrevocably request the Conditional Purchaser to extend the Conditional
Purchase Commitment Period to [ ].
Yours faithfully,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED,
as Remarketing Bank
By_____________________________
Name:
Title:
20
SCHEDULE 2
FORM OF NOTICE OF EXTENSION
[on letterhead of the Conditional Purchaser]
[DATE]
Northern Rock plc, as Issuer Cash Manager
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, as Remarketing Bank
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Head of Securitisation
Ladies and Gentlemen:
We refer to the Conditional Purchase Agreement dated 31 August, 2005 (as
amended from time to time, the "Agreement") among Granite Master Issuer plc,
as Issuer, Cancara Asset Securitisation Limited (the "Conditional Purchaser"),
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the "Remarketing Bank"), Lloyds TSB Bank
plc and Northern Rock plc, in its individual capacity and as Issuer Cash
Manager. Terms and expressions defined herein shall bear the meanings ascribed
to such terms in the Agreement or, if not defined therein, in the Programme
Master Definitions Schedule referred to in the Agreement.
Pursuant to Clause 2.1(c) of the Agreement, we, as the Conditional Purchaser
hereby consent to the Extension Request dated [ ]. The new Conditional
Purchaser Commitment Period shall commence on [o] and end on [o].
Yours faithfully,
CANCARA ASSET SECURITISATION
LIMITED, as Conditional Purchaser
By________________________________
Name:
Title:
21
SCHEDULE 3
FORM OF CONDITIONAL PURCHASE ACTIVATION NOTICE
[on the letterhead of the Remarketing Bank]
To: Cancara Asset Securitisation Limited
Fax: ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇ SPV - Administration
[ Date ]
Dear Sirs
Granite Master Issuer plc
$1,000,000,000 Class A Notes due 2054
All terms used herein shall have the meanings specified in or by reference to
the Conditional Purchase Agreement entered into on 31 August 2005 between,
inter alios, the Issuer, Northern Rock plc and Cancara Asset Securitisation
Limited (the "Agreement").
In respect of the Transfer Date occurring on [ ], the Remarketing Bank
delivers this Conditional Purchase Activation Notice pursuant to Clauses
2.2(b) and 2.2(c) of the Agreement, and hereby confirms that:
(a) there will be U.S.$[ ] aggregate Principal Amount Outstanding of
Unremarketed Notes on such Transfer Date;
(b) the Transfer Price on the above Transfer Date is U.S.$[ ] and is to be
paid to the following account: [ ];
(c) the Remarketing Bank has not received notice from the Issuer Cash Manager
that any of the events specified in Clause 2.2(d) of the Agreement has
occurred and is continuing and the Remarketing Bank is otherwise not
aware that any of the events in such Clause 2.2(d) has occurred and is
continuing;
(e) the Unremarketed Notes to be purchased are identified in the schedule at
the end of this notice; and
(f) the Remarketing Bank will procure the transfer of interests in the
Unremarketed Notes to the Settlement Account and will hold those interests in
accordance with Clause 3.13 of the Remarketing Agreement and deliver them to
you against payment of the Transfer Price.
22
Yours faithfully,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
By:
---------------------------------------------------
Name:
Title:
Copy to:
Northern Rock plc, as Issuer Cash Manager
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
Fax: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Securitisation, Risk Operations
Granite Master Issuer plc
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Fax No: ▇▇▇ (▇) ▇▇ ▇▇▇▇▇▇▇▇
Attention: The Company Secretary
SCHEDULE OF CLASS A NOTES TO BE PURCHASED:
23
SCHEDULE 4
CONDITIONS TO PURCHASE UNDER CLAUSE 2.2(d)(iii)
(A) The Issuer fails to pay for a period of seven (7) Business Days any
amount of principal of the Class A Notes of any series when such
payment ought to have been paid in accordance with the conditions or
the issuer fails to pay for a period of fifteen (15) Business Days
any amount of interest on the Class A Notes of any series when such
payment ought to have been paid in accordance with the conditions;
or
(B) the Issuer fails to perform or observe any of its other obligations
under the Class A Notes of any series, the Issuer Trust Deed, the
Issuer Deed of Charge or any other Transaction Document, and (except
where the Note Trustee certifies that, in its opinion, such failure
is incapable of remedy, in which case no notice will be required) it
remains unremedied for 30 days after the Note Trustee has given
notice of it to the Issuer requiring the same to be remedied; and
the Note Trustee has certified that the failure to perform or
observe is materially prejudicial to the interests of the holders of
the Class A Notes of such Series; or
(C) except for the purposes of an amalgamation or restructuring as
described in paragraph (D), the Issuer ceases or threatens to cease
carrying on all or a substantial part of the Issuer's business or
the Issuer is deemed unable to pay its debts within the meaning of
section 123(1)(a), (b), (c) or (d) of the Insolvency ▇▇▇ ▇▇▇▇ (as
that section may be amended, modified or re-enacted) or becomes
unable to pay its debts within the meaning of section 123(2) of the
Insolvency Act 1986 (as that section may be amended, modified or
re-enacted); or
(D) an order is made or an effective resolution is passed for the
Issuer's winding up except for the purposes of or pursuant to an
amalgamation, restructuring or merger previously approved by the
Note Trustee in writing or by an Extraordinary Resolution (as
defined in the Issuer Trust Deed) of the Holders of the Class A
Notes; or
(E) proceedings are otherwise initiated against the Issuer under any
applicable liquidation, insolvency, composition, reorganization or
other similar laws (including, but not limited to, presentation of a
petition or the making of an application for administration or the
filing of documents with the court for an administration) and
(except in the case of presentation of a petition for an
administration order) such proceedings are not, in the opinion of
the Note Trustee, being disputed in good faith with a reasonable
prospect of success, a formal notice is given of intention to
appoint an administrator in relation to the Issuer or an
administration order being granted or an administrative receiver or
other receiver, liquidator or other similar official being appointed
in relation to the Issuer or in relation to the whole or any
substantial part of the undertaking or assets of the Issuer, or an
encumbrancer taking possession
24
of the whole or any substantial part of the undertaking or assets
of the Issuer, or a distress, execution, diligence or other process
is levied or enforced upon or sued out against the whole or any
substantial part of the undertaking or assets of the Issuer and such
possession or process (as the case may be) not being discharged or
not otherwise ceasing to apply within 30 days, or the Issuer
initiates or consents to judicial proceedings relating to itself
under applicable liquidation, insolvency, composition,
reorganisation or other similar laws or makes a conveyance or
assignment for the benefit of its creditors generally or a
composition or similar arrangement with the creditors or takes steps
with a view to obtaining a moratorium in respect of the Issuer's
indebtedness, including without limitation, the filing of documents
with the court; or
(F) if a Funding 2 Intercompany Loan Enforcement Notice is served in
respect of any Funding 2 Intercompany Loan Agreement while the Class
A Notes of any Series are outstanding.
Terms used in this Schedule 4 and not otherwise defined shall bear the
meanings given to them in the Terms and Conditions of the Class A Notes.
25
