Dated 28 July 2008 GRANITE MASTER ISSUER PLC and MORGAN STANLEY & CO. INCORPORATED and CANCARA ASSET SECURITISATION LIMITED and NORTHERN ROCK PLC TERMINATION AGREEMENT (Remarketing Agreement relating to $1,000,000,000 Series
Exhibit 99.2
EXECUTION
COPY
Dated 28
July 2008
GRANITE
MASTER ISSUER PLC
and
XXXXXX
XXXXXXX & CO. INCORPORATED
and
CANCARA
ASSET SECURITISATION LIMITED
and
NORTHERN
ROCK PLC
_____________________________________________________________
(Remarketing
Agreement relating to $1,000,000,000 Series
2005-3
Class A Notes due 2054)
_____________________________________________________________
THIS
TERMINATION AGREEMENT is made on 28 July 2008
AMONG:
|
1.
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GRANITE MASTER ISSUER
PLC, a
public limited company incorporated under the laws of England and Wales
(registered number 5250668), whose registered office is at Xxxxx Xxxxx,
000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX, in its capacity as Issuer (the "Issuer");
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2.
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XXXXXX XXXXXXX & CO.
INCORPORATED, a corporation
organised under the laws of the State of Delaware, whose registered office
is at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in its capacity as
Remarketing Bank (the "Remarketing
Bank");
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3.
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CANCARA ASSET SECURITISATION
LIMITED, a Jersey, Channel Islands entity with limited liability
(registered number 84185), whose registered office is at 00 Xxx Xxxxxx,
Xx. Xxxxxx, Xxxxxx XX0 0XX, Channel Islands, in its capacity as
Conditional Purchaser pursuant to the Conditional Purchase Agreement (the
"Conditional
Purchaser"); and
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4.
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NORTHERN ROCK PLC, a public limited
company incorporated under the laws of England and Wales (registered
number 03273685), whose registered office is at Northern Xxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX, in its individual capacity and in
its capacity as Issuer Cash Manager ("Northern
Rock").
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(A)
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Whereas,
the Issuer, the Remarketing Bank, the Conditional Purchaser and Northern
Rock (the "Counterparties") are
parties to the Remarketing Agreement dated 31 August 2005 (the "Remarketing
Agreement").
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(B)
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Whereas,
each of the Counterparties has agreed to terminate the Remarketing
Agreement and their obligations thereunder pursuant to the terms of this
Termination Agreement.
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1.
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1.1
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In
this Termination Agreement, unless specifically provided otherwise,
capitalised terms shall have the meaning given to them in the Remarketing
Agreement.
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2.
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2.1
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The
Counterparties agree that the Remarketing Agreement is terminated with
effect from the date of this Termination Agreement and that all
obligations of the Counterparties under the Remarketing Agreement are
terminated with effect from such date other than those obligations which
are expressed to survive the termination of the Remarketing
Agreement.
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2.2
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Each
Counterparty shall, at its own cost upon the request of any other
Counterparty, do all such things as may be reasonably required to be done
to give effect to this Termination
Agreement.
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3.1
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The
execution and delivery of this Termination Agreement is subject to the
following conditions precedent being satisfied on or prior to the date
hereof:
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(a)
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the
execution and delivery by all parties thereto of the Termination Agreement
dated 28 July 2008 relating to the Conditional Purchase Agreement dated 31
August 2005 among the Issuer, the Remarketing Bank, the Conditional
Purchaser, Lloyds TSB Bank plc and Northern Rock, in its individual
capacity and as Issuer Cash Manager;
and
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(b)
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the
delivery by all holders of the Class A Notes of their consent to the
termination of the remarketing arrangements in respect of the Class A
Notes in accordance with the terms of this Termination
Agreement.
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4.
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4.1
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This
Termination Agreement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which, when
executed and delivered, shall constitute one and the same
instrument.
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4.2
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This
Termination Agreement is governed by and construed in accordance with
English law.
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4.3
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The
courts of England are to have jurisdiction to settle any disputes which
may arise out of or in connection with this Termination Agreement and
accordingly any legal action or proceedings arising out of or in
connection with this Termination Agreement (βProceedingsβ) may be
brought in such courts. The parties to this Termination 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
Termination 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).
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4.4
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A
person who is not a party to this Termination Agreement shall have no
rights under the Contracts (Rights of Third Parties) Xxx 0000 to enforce
any terms of this Termination Agreement but this does not affect any
rights or remedy of any person which exists or is available
apart from that Act.
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IN WITNESS WHEREOF this
Termination Agreement has been executed by the parties hereto on the date first
above written.
Signatories
| SIGNED |
)
|
| on behalf of |
)
|
| GRANITE MASTER ISSUER PLC |
)
|
| (as Issuer) | |
| By: /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | |
| Title: Representing L.D.C. Securitisation Director No 1 Limited |
| SIGNED by |
)
|
| XXXXXX XXXXXXX & CO. INCORPORATED) |
)
|
| (as Remarketing Bank) |
)
|
| By: /s/ Xxxxx D'Antonio | |
| Name: Xxxxx D'Xxxxxxx | |
| Title: Managing Director |
| SIGNED by |
)
|
| CANCARA ASSET SECURITISATION LIMITED) |
)
|
| (as Conditional Purchaser) |
)
|
| By: /s/ S.M. Hollywood | |
| Name: S.M. Hollywood | |
| Title: Director | |
| SIGNED by |
)
|
| NORTHERN ROCK PLC |
)
|
| (in its individual capacity and as Issuer Cash Manager) |
)
|
| By: /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | |
| Title: Company Secretary | |