DATED [30] AUGUST 2005
GRANITE MASTER ISSUER PLC
(AS ISSUER)
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
(AS REMARKETING BANK)
AND
THE BANK OF NEW YORK
(AS NOTE TRUSTEE)
AND
CANCARA ASSET SECURITISATION LIMITED
(AS CONDITIONAL PURCHASER)
AND
NORTHERN ROCK PLC
(AS NORTHERN ROCK AND AS ISSUER CASH MANAGER)
-----------------------------------------------------------
RELATING TO
[$1,000,000,000] SERIES 2005-3 CLASS A NOTES DUE 2054
-----------------------------------------------------------
i
TABLE OF CONTENTS
1. Interpretation..................................................................................1
2. Appointment of Remarketing Bank.................................................................4
3. Remarketing.....................................................................................4
4. Termination of the Remarketing Bank.............................................................7
5. Remarketing Termination Events..................................................................9
6. Representations................................................................................10
7. Replacement of the Conditional Purchaser.......................................................11
8. Indemnity......................................................................................12
9. Non-Petition and Limited Recourse..............................................................12
10. Communications.................................................................................14
11. Contracts (Rights of Third Parties) Act 1999...................................................15
12. Governing Law and Submission...................................................................15
13. Counterparts...................................................................................16
SCHEDULE 1 Form of Remarketing Bank Accession Letter....................................................18
i
THIS AGREEMENT is made on [30] August 2005 between:
(1) GRANITE MASTER ISSUER PLC, a public limited company incorporated under
the laws of England and Wales (registered number 5250668), whose
registered office is at ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
(the "ISSUER");
(2) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED, a corporation organized under the
laws of the State of Delaware, whose registered office is at ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, in its capacity as remarketing bank
pursuant to this Agreement (the "REMARKETING BANK");
(3) THE BANK OF NEW YORK, a New York banking corporation, acting through
its London branch at 48th Floor, One Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇, as Note Trustee pursuant to the Issuer Trust Deed (the
"NOTE TRUSTEE");
(4) CANCARA ASSET SECURITISATION LIMITED, a private limited company
incorporated under the laws of Jersey (registered number 84185), whose
registered office is at ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇,
Channel Islands, in its capacity as the Conditional Purchaser pursuant
to the Conditional Purchase Agreement ("CONDITIONAL PURCHASER"); and
(5) NORTHERN ROCK PLC, a public limited company incorporated under the laws
of England and Wales (registered number 03273685), 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) On [30] August 2005 (the "CLOSING DATE"), the Issuer proposes to issue
$[1,000,000,000] Series 2005-3 Class A Notes due 2054 (the "CLASS A
NOTES").
(B) The Issuer wishes to appoint the Remarketing Bank, inter alia, (a)
prior to the service of a Remarketing Termination Notice, to use its
reasonable efforts to identify third party purchasers for the Class A
Notes on each Transfer Date and (b) prior to the service of a
Remarketing Termination Notice, to give notice to the Conditional
Purchaser to purchase Unremarketed Notes pursuant to the Conditional
Purchase Agreement.
1. INTERPRETATION
1.1 In this Agreement:
"AVAILABLE PRINCIPAL RECEIPTS" means the amount of Issuer Available
Principal Receipts allocable to the Class A Notes on each Note Payment
Date corresponding to a Transfer Date.
"CONDITIONAL PURCHASE ACTIVATION NOTICE" has the meaning given to it in
the Conditional Purchase Agreement.
1
"CONDITIONAL PURCHASE AGREEMENT" means the Conditional Purchase
Agreement dated the date of this Agreement among the Issuer, the
Remarketing Bank, the Note Trustee, Northern Rock, the Issuer Cash
Manager and the Conditional Purchaser.
["CUSTODIAL ACCOUNT" means the custodial account held by the
Remarketing Bank at DTC for the purpose of receiving payments by
Incoming Class A Noteholders on each Transfer Date in order to effect
settlement of the remarketing of the Tendered Notes on each Transfer
Date pursuant to the terms of this Agreement.]
"INCOMING CLASS A NOTEHOLDERS" means, as at any Transfer Date, (i)
those purchasers of Class A Notes identified by the Remarketing Bank
who have agreed to pay the relevant Transfer Price on such Transfer
Date and/or (ii) the Conditional Purchaser if it has been served a
Conditional Purchase Activation Notice in respect of such Transfer
Date.
"INSOLVENCY PROCEEDING" shall mean, with respect to the Remarketing
Bank, any bankruptcy, reorganisation, arrangement, insolvency or
liquidation proceeding under any United States federal or state
bankruptcy or similar law affecting creditors' rights now or hereafter
in effect or any other similar proceeding, whether voluntary or
involuntary.
"INVESTMENT COMPANY ACT" means the United States Investment Company
Act of 1940, as amended.
"MAXIMUM RESET MARGIN" means 0 per cent. per annum.
"MERGER" has the meaning given to it in Clause 4.4.
"PROCEEDINGS" has the meaning given to it in Clause 12.2.
"REMARKETING BANK ACCESSION LETTER" means a letter in the form set out
in Schedule 1.
"REMARKETING BANK PROCESS AGENT" has the meaning given to it in Clause
12.3.
"REMARKETING BANK TERMINATION EVENT" has the meaning given to it in
Clause 4.1.
"REMARKETED NOTES" means, in respect of any Transfer Date, those
Tendered Notes for which the Remarketing Bank has identified third
party purchasers.
"REMARKETING PERIOD" means, in respect of each Transfer Date, the
period from and including the 15th Business Day prior to such Transfer
Date through and including the 10th Business Day prior to such Transfer
Date.
"REMARKETING TERMINATION EVENT" has the meaning given to it in Clause
5.1.
"REMARKETING TERMINATION NOTICE" has the meaning given to it in Clause
5.2.
"RESET MARGIN" means for each Reset Period (i) a percentage not
exceeding the Maximum Reset Margin determined by the Remarketing Bank
in accordance with
2
Clause 3.4(c) or (d) or (ii) if a Remarketing Termination Notice has
been given prior to the commencement of such Reset Period, the Maximum
Reset Margin.
"RESET PERIOD" means each period commencing on and including a Transfer
Date up to but excluding the next Transfer Date.
["SECURITIES ACCOUNT" means the account held by the Remarketing Bank at
DTC for the purpose of taking delivery of Remarketed Notes on behalf of
Incoming Class A Noteholders on each Transfer Date in order to effect
settlement of the remarketing of Tendered Notes on each Transfer Date
pursuant to the terms of this Agreement.]
"TENDERED NOTES" means, in respect of each Transfer Date, all Class A
Notes except those Class A Notes the holders of which have, prior to
the tenth (10th) Business Day prior to such Transfer Date, elected by
notice to the Remarketing Bank not to have their Class A Notes
remarketed. For the avoidance of doubt, in respect of any Transfer
Date, Tendered Notes shall include Class A Notes held by the
Conditional Purchaser unless at any time the Conditional Purchaser
holds all of the Class A Notes. Further, for the avoidance of doubt,
the Class A Notes of any Class A Noteholder that has not so notified
the Remarketing Bank prior to the tenth (10th) Business Day prior to
any Transfer Date that it does not wish to have its Class A Notes
remarketed shall be deemed to be "TENDERED Notes".
"TRANSFER DATE" means the Note Payment Date falling in August of each
year, beginning in August 2006 through and including the Note Payment
Date occurring in August 2010.
"TRANSFER PRICE" means, in respect of each Class A Note as at a
Transfer Date, the Principal Amount Outstanding of such Class A Note on
that Transfer Date, following the application of Available Principal
Receipts on such date.
"UNREMARKETED NOTES" has the meaning given to it in the Conditional
Purchase Agreement.
1.2 The headings and the contents page in this Agreement (which expression
shall include the Schedules hereto) shall not affect its
interpretation.
1.3 Words denoting the singular number only shall include the plural number
also and vice versa; words denoting one gender only shall include the
other gender and words denoting persons only shall include firms and
corporations and vice versa.
1.4 References to Clauses, sub-clauses and Schedules shall, unless the
context otherwise requires, be to Clauses and sub-clauses of and
schedules to this Agreement.
1.5 Any reference to an enactment is a reference to it as already amended
and includes a reference to any repealed enactment which it may
re-enact, with or without amendment, and to any re-enactment and/or
amendment of it.
1.6 All certificates required to be provided pursuant to this Agreement
shall be certificates signed by duly authorised representatives of the
persons or companies required to provide such certificates.
3
1.7 Reference to any document or agreement shall include reference to such
document or agreement as varied, supplemented or replaced from time to
time.
1.8 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
dated 19 January 2005 and signed for purposes of identification by
▇▇▇▇▇ & Overy LLP and Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ which is incorporated
into this Agreement by reference.
2. APPOINTMENT OF REMARKETING BANK
The Issuer hereby appoints ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated as the
Remarketing Bank (i) in respect of the remarketing, transfer and
settlement of the Class A Notes on each Transfer Date prior to the
service of a Remarketing Termination Notice and (ii) in respect of
giving Conditional Purchase Activation Notice to the Conditional
Purchaser in respect of any Unremarketed Notes pursuant to the
Conditional Purchase Agreement. The Remarketing Bank accepts such
appointment, on the terms of and subject to the conditions set out in
this Agreement.
3. REMARKETING
3.1 INDICATIVE PRINCIPAL AMOUNTS: Within three (3) Business Days prior to
each Transfer Date, the Remarketing Bank will notify the Issuer Cash
Manager in respect of such Transfer Date of:
(a) the CUSIP and ISIN number(s) for the Class A Notes;
(b) the relevant Transfer Date; and
(c) the Principal Amount Outstanding of the Class A Notes as at
the date of notification.
3.2 APPROACHES TO INVESTORS: During each Remarketing Period, prior to the
service of a Remarketing Termination Notice, following the notification
and based on the determinations in Clause 3.1 above, the Remarketing
Bank will use reasonable efforts to identify third party purchasers to
buy the Tendered Notes on the relevant Transfer Date.
3.3 DETERMINATION OF PRINCIPAL AMOUNTS: Prior to the service of a
Remarketing Termination Notice, on the day which is (four) 4 Business
Days prior to each Transfer Date, the Issuer Cash Manager will notify
the Remarketing Bank of:
(a) the Principal Amount Outstanding of the Class A Notes as at
such Transfer Date; and
(b) the Transfer Price applicable to the Class A Notes to be
transferred on such Transfer Date.
3.4 THIRD PARTY BIDS AND MARGIN RESET:
(a) If one or more third parties is willing to purchase some or
all of the Tendered Notes, the Remarketing Bank will notify
the Issuer Cash Manager of the
4
names of such purchasers no later than (ten) 10 Business Days
prior to the relevant Transfer Date;
(b) Prior to the end of each Remarketing Period, the Remarketing
Bank will determine the lowest margin in relation to one-month
USD LIBOR at which third party purchasers will agree to
purchase all of the Tendered Notes (which margin may be a
negative number) at a price equal to the Principal Amount
Outstanding of the Tendered Notes as at the relevant Transfer
Date;
(c) If the Remarketing Bank determines in respect of any Transfer
Date that some or all of the Class A Notes will be
Unremarketed Notes on such Transfer Date, the Reset Margin
will be the Maximum Reset Margin;
(d) A Reset Margin determined pursuant to clause (b) above will
apply to all of the Class A Notes for the Reset Period
commencing on and including the relevant Transfer Date to but
excluding the next succeeding Transfer Date; and
(e) The Maximum Reset Margin determined pursuant to Clause (c)
above will apply to all of the Class A Notes for the period
commencing on and including the relevant Transfer Date and
continuing until the earlier of (i) the Final Maturity Date
and (ii) the Transfer Date, if any, on which all of the Class
A Notes held by the Conditional Purchaser have been
remarketed.
3.5 NOTIFICATION OF RESET MARGIN TO PRINCIPAL PAYING AGENt AND SWAP
COUNTERPARTY: On or prior to the day which is (ten) 10 Business Days
prior to each relevant Transfer Date, the Remarketing Bank shall notify
the Principal Paying Agent and the Swap Counterparty of the Reset
Margin to apply on the Class A Notes on and from the relevant Transfer
Date.
3.6 PAYMENT OF PURCHASE FUNDS: On each Transfer Date the Remarketing Bank
shall procure the payment of the relevant Transfer Price from each
Incoming Class A Noteholder to the Custodial Account. The Remarketing
Bank will in turn arrange payment of such Transfer Price to DTC so as
to enable settlement of the purchase of the relevant Class A Notes on
such Transfer Date pursuant to Clauses 3.8 and 3.9 below.
3.7 PURCHASE BY CONDITIONAL PURCHASER:
(a) To the extent that:
(i) the Remarketing Bank is unable to obtain firm bids
for some or all of the Tendered Notes in accordance
with Clause 3.4 by the day which is ten (10)
Business Days prior to the relevant Transfer Date; or
(ii) the Class A Notes have not been redeemed in full on
the Transfer Date occurring in August 2010,
the Remarketing Bank shall give a Conditional Purchase
Activation Notice to the Conditional Purchaser in respect of
the Unremarketed Notes no later than 10:00 a.m. (London time)
on the tenth (10th) Business Day prior to a Transfer Date in
the manner set out in the Conditional Purchase Agreement.
5
3.8 TRANSFER AND SETTLEMENT OF CLASS A NOTES:
(a) The Remarketing Bank will provide the Securities Account to be
used by Incoming Class A Noteholders for the purposes of
settlement of the Tendered Notes on each Transfer Date and
will act in accordance with the Conditional Purchase Agreement
and the other provisions of this Agreement with a view to
facilitating the transfer and settlement of Tendered Notes on
each Transfer Date as contemplated thereby.
(b) The Remarketing Bank shall arrange on each Transfer Date
payment of funds received into the Custodial Account from the
Incoming Class A Noteholders intending to hold an interest via
DTC to DTC to be credited to the account of current holders of
Remarketed Notes holding an interest via DTC.
3.9 NOTIFICATION TO DTC AND CONDITIONAL PURCHASER; DELIVERY OF CLASS A
NOTES: The Remarketing Bank shall:
(a) provide or procure written notice of the following information
in respect of the Class A Notes to DTC and the Conditional
Purchaser by no later than (three) 3 Business Days prior to
each Transfer Date:
(i) the identity of each Incoming Class A Noteholder;
(ii) the Transfer Price payable by each Incoming Class A
Noteholder;
(iii) the Reset Margin applicable to the Class A Notes from
and after such Transfer Date; and
(iv) the next Reset Period in respect of the Class A
Notes; and
(b) on each Transfer Date arrange delivery of the Remarketed Class
A Notes to the Securities Account and the subsequent transfer
of such Class A Notes to Incoming Class A Noteholders through
the facilities of DTC (including, without limitation,
specifying details of the accounts of such Incoming Class A
Noteholders to DTC).
3.10 COMPLIANCE WITH LAW: The Remarketing Bank will carry out its
remarketing activities hereunder in accordance with all applicable laws
and regulations.
3.11 LIMITATION OF LIABILITIES: It is acknowledged that neither the Issuer,
Northern Rock, the Issuer Cash Manager nor the Remarketing Bank shall
have any obligation or liability under any circumstances to purchase
Class A Notes or any interest therein. For the avoidance of doubt, it
is acknowledged by the parties hereto that the Remarketing Bank shall
not act as agent of the Issuer with respect to the remarketing or
procuring the purchase of the Class A Notes.
Neither the Issuer, Northern Rock nor the Issuer Cash Manager shall
have any obligation or liability with respect to the remarketing of
Class A Notes by the Remarketing Bank. For the avoidance of doubt, the
Remarketing Bank shall have no liability if, after having used
reasonable endeavours, it fails for whatever reason to
6
procure a purchaser of the Class A Notes at the appropriate time, save
to the extent of its own fraud, wilful default, negligence or bad
faith.
3.12 NOTIFICATION: If the Remarketing Bank fails to take any action that it
is required to take pursuant to this Agreement, it shall forthwith
notify the other parties to this Agreement in writing.
3.13 GENERAL: In acting under this Agreement, the Remarketing Bank:
(a) may take such steps as it considers appropriate in order to
effect an orderly remarketing of the Class A Notes under this
Clause 3;
(b) will hold any amounts paid to the Custodial Account by third
party purchasers or the Conditional Purchaser (as the case may
be) in respect of the Class A Notes including, without
limitation, any Transfer Price for the benefit of the relevant
purchaser;
(c) will hold any interests transferred to the Securities Account
in respect of the Class A Notes for the benefit of the
relevant Class A Noteholders holding an interest through DTC
pending transfer of such interests to the Incoming Class A
Noteholders;
(d) may consult on any legal matter any legal adviser selected by
it and it shall not be liable in respect of anything done or
omitted to be done relating to that matter in good faith in
accordance with that adviser's opinion; and
(e) may acquire, hold or dispose of any Class A Notes or other
securities (or any interest therein) of the Issuer or any
other person, may enter into or be interested in any contract
or transaction with any such person and may act on, or as note
trustee or agent for, any committee or body of holders of any
securities of any such person in each case with the same
rights as it would have had if the Remarketing Bank were not
the Remarketing Bank, and need not account for any profit.
4. TERMINATION OF THE REMARKETING BANK
4.1 The occurrence of any of the following events shall constitute a
"REMARKETING BANK TERMINATION Event":
(a) any warranty, representation or statement which is given by
the Remarketing Bank in this Agreement or which is contained
in any certificate, statement or notice provided under or in
connection with this Agreement proves to be incorrect in any
material respect or any such warranty, representation or
statement, if it were repeated at any time by reference to the
circumstances then prevailing, would be incorrect in any
material respect and at such time the result of any of the
foregoing is, in the reasonable opinion of the Issuer,
materially and adversely to affect the financial condition of
the Remarketing Bank or its ability to observe or perform its
obligations under this Agreement and the Conditional Purchase
Agreement;
(b) the Remarketing Bank fails to observe or perform any of its
obligations under this Agreement or the Conditional Purchase
Agreement and such failure is not
7
remedied within five (5) Business Days after the Issuer has
notified the Remarketing Bank of the failure;
(c) the Remarketing Bank, otherwise than for the purposes of
amalgamation or reconstruction as is referred to in Clause 4.4
below, ceases or, through an official action of the Board of
Directors of the Remarketing Bank, threatens to cease to carry
on business;
(d) the Remarketing Bank admits in writing its inability, or fails
generally, to pay its debts as they become due;
(e) (i) an Insolvency Proceeding shall have been instituted by a
creditor of the Remarketing Bank in a court having
jurisdiction in the premises seeking a decree or order for
relief in respect of the Remarketing Bank, or for the
appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator, conservator or other similar official
of the Remarketing Bank or for any substantial part of its
property, or for the winding-up or liquidation of its affairs
and (ii) either such Insolvency Proceeding shall remain
undismissed or unstayed for a period of sixty (60) days or any
of the actions sought in such proceedings shall occur,
provided that the grace period allowed for by this clause (ii)
shall not apply to any Insolvency Proceeding instituted by an
affiliate of the Remarketing Bank in furtherance of any of the
actions set forth in the preceding clause (i);
(f) an Insolvency Proceeding shall have been commenced by the
Remarketing Bank or the Remarketing Bank's consent to the
entry of an order for relief in an Insolvency Proceeding
commenced against it by another party, or consent to the
appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator, conservator or
other similar official of the Remarketing Bank or for any
substantial part of its property, or any general assignment
for the benefit of creditors; or
(g) the Remarketing Bank or any of its subsidiaries takes any
corporate action in furtherance of any of the actions set
forth in the preceding clause (d), (e) or (f).
4.2 Following the occurrence of a Remarketing Bank Termination Event, by
written notice to the Remarketing Bank, the Issuer may immediately
terminate the appointment of the Remarketing Bank and shall give notice
of such termination to the Conditional Purchaser.
4.3 If the appointment of the Remarketing Bank is terminated pursuant to
Clause 4.2, the Remarketing Bank must if required by the Issuer use its
reasonable endeavours to identify an alternative entity to act as
Remarketing Bank and procure the delivery of a Remarketing Bank
Accession Letter duly executed by that alternative Remarketing Bank to
the Issuer. Any replacement Remarketing Bank nominated pursuant to this
Clause 4.3 or appointed by the Issuer must be:
(a) either a leading bank or an investment banking firm operating
in both the London and New York banking markets;
(b) appropriately licensed and authorised to discharge its
obligations hereunder;
8
(c) approved by Northern Rock, the Issuer and the Conditional
Purchaser (such approval not to be unreasonably withheld); and
(d) have customary arrangements for conducting transactions
through (i) a participant account with DTC and (ii) a
broker-dealer registered under the Exchange Act.
4.4 Any organisation into which the Remarketing Bank may be merged or
converted or with which the Remarketing Bank may be consolidated or
which results from any merger, conversion or consolidation ("MERGER")
to which the Remarketing Bank shall be a party shall, to the extent
permitted by applicable law, be the successor Remarketing Bank under
this Agreement without any further formality. In addition, the
Remarketing Bank may transfer all of its rights and obligations to any
organisation to which the Remarketing Bank transfers all or
substantially all of the Remarketing Bank's assets and business and
that assumes such obligations. Upon any such transfer and assumption of
obligations, the Remarketing Bank shall be relieved of and fully
discharged from all obligations under this Agreement, whether such
obligations arose before or after such transfer and assumption, and the
successor Remarketing Bank shall assume all of the obligations of the
Remarketing Bank under this Agreement.
5. REMARKETING TERMINATION EVENTS
5.1 If any of the following events occur (each, a "REMARKETING TERMINATION
EVENT"), the Remarketing Bank will have the rights set out under Clause
5.2:
(a) an event specified in Clause 2.2(d) of the Conditional
Purchase Agreement has occurred and is continuing;
(b) if there shall have been in the Remarketing Bank's reasonable
opinion, since the date of this Agreement, any change, any
circumstance, or any development involving a prospective
change, in national or international monetary, financial,
political or economic conditions or currency exchange rates or
foreign exchange controls such as would in its view be likely
to prejudice materially the success of the remarketing of the
Class A Notes in the secondary market;
(c) the requirements of Rule 2a-7 of the Investment Company Act
affecting the purchase of the Class A Notes by money market
funds have changed since the Closing Date as determined under
Clause 3.11(b);
(d) all of the Class A Notes have been purchased by the
Conditional Purchaser;
(e) if the Remarketing Bank's appointment is terminated pursuant
to Clause 4.2 and a suitable replacement Remarketing Bank is
not appointed pursuant to Clause 4.3 on or before (ten) 10
Business Days prior to a Transfer Date; or
(f) the Conditional Purchaser (i) has failed to extend the
Conditional Purchase Commitment Period under the terms of
Clause 2 of the Conditional Purchase Agreement or (ii) the
Remarketing Bank fails to deliver an Extension Request to the
Conditional Purchaser in accordance with Clause 2.1(b) and, in
either
9
case, a replacement Conditional Purchaser has not been
appointed pursuant to Clause 7 of this Agreement.
5.2 Following the occurrence of any Remarketing Termination Event set out
in Clause 5.1 above, the Remarketing Bank shall have the right to
deliver a written notice to the Issuer (with a copy of such notice to
the other parties to this Agreement) terminating its appointment under
this Agreement (a "REMARKETING TERMINATION NOTICE").
5.3 Following the service of a Remarketing Termination Notice, the
Remarketing Bank shall have no further obligations hereunder except as
follows (provided no event specified in Clause 2.2(d) of the
Conditional Purchase Agreement has occurred and is continuing, and that
no replacement Remarketing Bank has assumed these functions):
(a) to issue a Conditional Purchase Activation Notice to the
Conditional Purchaser in the manner contemplated by the
Conditional Purchase Agreement; and
(b) to facilitate the transfer of the Class A Notes to the
Conditional Purchaser on the Transfer Date immediately
succeeding the date of service of a Remarketing Termination
Notice as contemplated by Clauses 3.7, 3.8 and 3.9.
6. REPRESENTATIONS
Each party to this Agreement, other than the Issuer and the Conditional
Purchaser, makes the representations and warranties set out in this
Clause 6 to the other parties as of the date of this Agreement.
6.1 STATUS
(a) It is a corporation or a limited company (as applicable), duly
incorporated and validly existing under the law of its
jurisdiction of incorporation.
(b) It has the power to own its assets and carry on its business
as it is being conducted.
6.2 BINDING OBLIGATIONS
The obligations expressed to be assumed by it under this Agreement are
legal, valid, 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.
6.3 NON-CONFLICT WITH OTHER OBLIGATIONS
The entry into and performance by it of, and the transactions
contemplated by, this Agreement do not and will not conflict with:
(a) any law or regulation applicable to it;
(b) its constitutional documents; or
(c) any agreement or instrument binding upon it or any of its
assets.
10
6.4 POWER AND AUTHORITY
It has the power to enter into, perform and deliver, and has taken all
necessary action to authorise its entry into, performance and delivery
of this Agreement and the transactions contemplated by this Agreement.
6.5 VALIDITY AND ADMISSIBILITY IN EVIDENCE
All authorisations required:
(a) to enable it lawfully to enter into, exercise its rights and
comply with this Agreement; and
(b) to make this Agreement admissible in evidence in its
jurisdiction of incorporation,
have been obtained or effected and are in full force and effect.
6.6 GOVERNING LAW AND ENFORCEMENT
(a) The choice of English law as the governing law of this
Agreement will be recognised and enforced in its jurisdiction
of incorporation.
(b) Any judgment obtained in England in relation to this Agreement
will be recognised and enforced in its jurisdiction of
incorporation.
6.7 NO MISLEADING INFORMATION
(a) Any factual information provided by it in relation to this
Agreement was true and accurate in all material respects as at
the date it was provided or as at the date (if any) at which
it is stated.
(b) Nothing has occurred or been omitted from the factual
information referred to in Clause 6.7(a) above and no
information has been given or withheld that results in that
information being untrue or misleading in any material
respect.
6.8 NO PROCEEDINGS PENDING OR THREATENED
No litigation, arbitration or administrative proceedings of or before
any court, arbitral body or agency which, if adversely determined,
might reasonably be expected to have a material adverse effect on its
ability to comply with its obligations under this Agreement have (to
the best of its knowledge and belief) been started or threatened
against it.
7. REPLACEMENT OF THE CONDITIONAL PURCHASER
(a) If the Conditional Purchaser does not extend the Conditional
Purchase Commitment pursuant to Clause 2 of the Conditional
Purchase Agreement, (i) the Issuer Cash Manager may attempt to
identify and appoint an alternative entity to act as successor
to the Conditional Purchaser and (ii) the Remarketing Bank
will use reasonable efforts to identify an alternative entity
to act as successor to
11
the Conditional Purchaser on substantially the same terms as
the Conditional Purchaser.
(b) Any replacement Conditional Purchaser appointed under this
Clause 8.2 must:
(i) be a leading bank operating in both the London and
New York banking markets;
(ii) be appropriately licensed and authorised to discharge
its obligations hereunder;
(iii) be acceptable to Northern Rock or the Remarketing
Bank, as the case may be, their consent not to be
unreasonably withheld;
(iv) be an entity which has a short-term ratings of A-1+
by Standard & Poor's, P-1 by Moody's and F-1+ by
Fitch; and
(v) be acceptable to each of Standard & Poor's, ▇▇▇▇▇ and
Fitch such that each such rating agency does not
downgrade or withdraw its then current ratings of the
Class A Notes.
(c) A replacement Conditional Purchaser must be appointed in the
case of a failure to extend the Conditional Purchase
Commitment pursuant to Clause 2.1 of the Conditional Purchase
Agreement by the third (3rd) day of the calendar month in
which the Transfer Date occurs, or in any case prior to the
beginning of the Remarketing Period in respect of such
Transfer Date.
8. INDEMNITY
8.1 BY NORTHERN ROCK: Northern Rock will indemnify the Remarketing Bank
against any loss, liability, cost, claim, action, demand or expense
(including, but not limited to, all reasonable costs, charges and
expenses paid or incurred in disputing or defending any of the
foregoing) which it may incur or which may be made against it arising
out of or in relation to or in connection with its appointment or the
exercise of its functions hereunder, except such as may result from a
breach by it of this Agreement or its fraud, wilful default, negligence
or bad faith or that of its officers or employees.
8.2 BY THE REMARKETING BANK: The Remarketing Bank will indemnify Northern
Rock against any loss, liability, cost, claim, action, demand or
expense (including, but not limited to, all reasonable costs, charges
and expenses paid or incurred in disputing or defending any of the
foregoing) which Northern Rock may incur or which may be made against
it as a result of a breach by the Remarketing Bank of this Agreement or
its fraud, wilful default, negligence or bad faith or that of its
officers or employees.
9. NON-PETITION AND LIMITED RECOURSE
12
9.1 (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 commencement of
proceedings) nor commence any legal proceedings against the
Conditional Purchaser.
The provisions of this Clause 9.1 shall survive the termination of this
Agreement.
9.2 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
9.2. 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 (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, director or employee 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
or be incurred by the shareholders, officers, agents 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
13
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 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 9.2 shall survive the termination of this
Agreement.
10. COMMUNICATIONS
Any communication shall be by letter, telephone or fax:
in the case of the Issuer, to it at:
Granite Master Issuer plc
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Fax no.: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇
Attention: The Company Secretary
in the case of the Remarketing Bank, to it at:
[ ]
Fax no.: [ ]
Attention: [ ]
in the case of the Note Trustee, to it at:
The Bank of New York
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax no.: ▇▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇/6399
Attention: (Corporate Trust) Global Structured Finance
in the case of Northern Rock or the Issuer Cash Manager, to it at:
Northern Rock plc
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
Fax no.: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Securitisation, Risk Operations
14
in the case of the Conditional Purchaser, to it at:
Cancara Asset Securitisation Limited
▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Channel Islands
Fax no.: ▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: ▇▇▇▇▇▇ SPV - Administration
with a copy to:
Securitisation
Lloyds TSB Bank plc
▇▇▇▇▇▇▇'▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
Fax no.: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇
Attention: Head of Securitisation
or any other address of which written notice has been given to the
other party/parties in accordance with this Clause. Such communications
will take effect, in the case of a letter, when delivered or, in the
case of fax, when despatched.
11. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of
this Agreement but this does not affect any rights or remedy of any
person which exists or is available apart from that Act.
12. GOVERNING LAW AND SUBMISSION
12.1 GOVERNING LAW: This Agreement shall be governed by and construed in
accordance with English law.
12.2 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).
12.3 SERVICE OF PROCESS - REMARKETING BANK: The Remarketing Bank irrevocably
appoints [ ] of [ ] (the "REMARKETING BANK PROCESS AGENT") to
15
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 Remarketing Bank's Process Agent (whether or not it is
forwarded to and received by the Issuer). If for any reason the
Remarketing Bank's Process Agent ceases to act as such or no longer has
an address in England, the Remarketing Bank 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.
13. 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.
In witness whereof, this Agreement has been entered into on the date stated at
the beginning.
16
GRANITE MASTER ISSUER PLC (AS ISSUER)
By:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED (AS REMARKETING BANK)
By:
THE BANK OF NEW YORK (AS NOTE TRUSTEE)
By:
CANCARA ASSET SECURITISATION LIMITED (AS CONDITIONAL PURCHASER)
By:
NORTHERN ROCK PLC
By:
NORTHERN ROCK PLC (AS ISSUER CASH MANAGER)
By:
17
SCHEDULE 1
FORM OF REMARKETING BANK ACCESSION LETTER
To: Granite Master Issuer plc ("ISSUER")
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇
Attention:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated ("REMARKETING BANK")1
[ ]
Attention: [ ]
Northern Rock plc ("ISSUER CASH MANAGER")
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇
Fax no.: ▇▇▇ (▇) ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Securitisation, Risk Operations ]
Dated [o]
Dear Sirs
RELATING TO $[1,000,000,000] SERIES 2005-3 CLASS A NOTES
DUE 2054 BETWEEN, INTER ALIA, THE ISSUER AND THE REMARKETING BANK ("")
We refer to the . This is a Remarketing Bank Accession
Letter. Terms defined in the have the same meaning in this
Remarketing Bank Accession Letter unless given a different meaning in this
Remarketing Bank Accession Letter.
On and from the date of this letter, [insert name of replacement Remarketing
Bank] ("REPLACEMENT REMARKETING BANK") agrees to become the new Remarketing Bank
in accordance with Clause 4.3 of the and to be bound by
the terms of the as if it were an original party to that
document.
On the date of this letter, the Replacement Remarketing Bank repeats each of the
representations and warranties set out in Clause 6 of the
as at the date of this letter for the benefit of the other parties to the
.
For the purposes of Clause 10 of the , the Replacement
Remarketing Bank's details are as follows:
Address: [o]
------------
1 Replace with current Remarketing Bank if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co.
Incorporated has been replaced as Remarketing Bank under clause 4.3 of
the Remarketing Agreement.
18
Fax No: [o]
Attention: [o]
This Remarketing Bank Accession Letter is governed by English law.
Yours faithfully
....................................
for and on behalf of
[INSERT NAME OF REPLACEMENT REMARKETING BANK]
19
