DATED [O] 2002
GRANITE MORTGAGES 02-2 PLC
as Current Issuer
GPCH LIMITED
as Post-Enforcement Call Option Holder
- AND -
THE BANK OF NEW YORK
as Note Trustee
- --------------------------------------------------------------------------------
ISSUER POST-ENFORCEMENT CALL OPTION
AGREEMENT
- --------------------------------------------------------------------------------
SIDLEY AUSTIN BROWN & WOOD
1 THREADNEEDLE STREET
LONDON EC2R 8AW
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
REF: LHC/30507-00013/IM550580
THIS AGREEMENT IS MADE BY WAY OF DEED dated [o] 2002
BETWEEN
(1) GRANITE MORTGAGES 02-2 PLC (registered number 4482804), a public limited
company incorporated under the laws of England and Wales whose registered
office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (the "CURRENT
ISSUER");
(2) GPCH LIMITED (registered number 4128437), a private limited company
incorporated under the laws of England whose registered office is at Fifth
Floor, 100 Wood Street, London EC2V 7EX (the "POST-ENFORCEMENT CALL OPTION
HOLDER"); and
(3) THE BANK OF NEW YORK acting through its office at One Canada Square, 48th
Floor, London E14 5AL (in its capacity as the "NOTE TRUSTEE", which
expressions shall include such persons and all other persons for the time
being acting as note trustee or note trustees under the Current Issuer
Deed of Charge).
IT IS HEREBY AGREED AS FOLLOWS:
1. INTERPRETATION
The provisions of:
(a) the Master Definitions Schedule as amended and restated by (and
appearing in Appendix 1 to) the Master Definitions Schedule Third
Amendment and Restatement Deed made on [o] 2002 between, among
others, the Seller, Funding and the Mortgages Trustee, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood and Allen & Overy on
[o] 2002,
(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this Agreement.
The Issuer Master Definitions Schedule shall prevail to the extent that it
conflicts with the Master Definitions Schedule.
2. OPTION
2.1 In the event that (a) the Current Issuer Security is enforced and, after
payment of all other claims ranking in priority to the Current Issuer
Notes under the Current Issuer Deed of Charge, the remaining proceeds of
such enforcement are insufficient to pay in full all principal and
interest and other amounts whatsoever due in respect of the Current Issuer
Notes and all other claims ranking PARI PASSU therewith, or (b) within 20
days following the Final Maturity Date of the latest maturing Notes, the
Note Trustee certifies that there is no further amount outstanding under
the Current Issuer Intercompany Loan, then all interests in the Global
Note Certificates will be automatically exchanged (such date of exchange
being the "OPTION EXERCISE DATE") for equivalent interests in an
equivalent amount of Notes in an equivalent Principal
Amount Outstanding represented by Individual Note Certificates and such
Global Note Certificates will be cancelled.
2.2 In connection with the issuance of the Current Issuer Notes, the Note
Trustee hereby grants, and the Current Issuer hereby acknowledges, an
option (the "OPTION"), under which the Note Trustee has no personal
liability, exercisable by the Post-Enforcement Call Option Holder (or by
any designated subsidiary of the Post-Enforcement Call Option Holder, to
be designated by notice from the Post-Enforcement Call Option Holder to
the Note Trustee at the discretion of the Post-Enforcement Call Option
Holder (the "DESIGNATED SUBSIDIARY") permitting the Post-Enforcement Call
Option Holder (or any Designated Subsidiary) to acquire at any time on or
after the Option Exercise Date all (but not some only) of the Relevant
Notes (as defined below) outstanding as at the Option Exercise Date,
together with accrued interest thereon ("RELEVANT NOTES" being for the
purposes of this Deed, all the Current Issuer Notes represented by
Individual Note Certificates as at the Option Exercise Date).
2.3 The Option shall be exercised by the Post-Enforcement Call Option Holder
(or any Designated Subsidiary) by notice from the Post-Enforcement Call
Option Holder (or the Designated Subsidiary) to the Note Trustee and the
Noteholders in accordance with Condition 14 of the Current Issuer Notes.
3. REPRESENTATIONS AND WARRANTIES
The Post-Enforcement Call Option Holder represents and warrants for the
benefit of the Current Issuer and the Note Trustee that:
(a) it is resident for tax purposes solely in, and has its usual place
of abode, in the United Kingdom;
(b) it does not hold, and has not at any time held, any shares in or
other interests in any company;
(c) it has not engaged in, nor will it engage in, any activities other
than those contemplated by the Transaction Documents;
(d) it will discharge all of its liabilities and meet all of its
obligations (including any liability in respect of United Kingdom
corporation tax) as and when they fall due.
4. CONSIDERATION
The Post-Enforcement Call Option Holder (or the Designated Subsidiary)
shall pay to the Noteholders in respect of the exercise of the Option, the
sum of one pence sterling in respect of each Current Issuer Note then
outstanding.
5. ACKNOWLEDGEMENT BY NOTE TRUSTEE
The Note Trustee acknowledges that the Current Issuer Notes are to be
issued subject to the Option and the Note Trustee hereby grants the Option
but does so entirely without warranty, responsibility or liability as to
its effectiveness or otherwise on the part of the Note Trustee to the
Noteholders or any other person. In accordance with the Conditions, each
of the Noteholders, by subscribing for or purchasing the Current
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Issuer Notes, shall, upon subscription or purchase, be deemed to have
agreed to be bound by and, to the extent necessary, to have ratified the
granting of the Option.
6. NOTICES
Any notices to be given pursuant to this Deed to any of the parties hereto
shall be sufficiently served if sent by prepaid first class post, by hand
or facsimile transmission and shall be deemed to be given (in the case of
facsimile transmission) when despatched, (where delivered by hand) on the
day of delivery if delivered before 17.00 hours on a Business Day or on
the next Business Day if delivered thereafter or on a day which is not a
Business Day or (in the case of first class post) when it would be
received in the ordinary course of the post and shall be sent:
(a) in the case of the Current Issuer to: Granite Mortgages 02-2 plc:
c/o Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile: 020
7606 0643) for the attention of the Company Secretary;
with a copy to:
Northern Rock plc, Northern Rock House, Gosforth, Newcastle upon
Tyne NE3 4PL, (facsimile: 0191 213 2203) for the attention of the
Group Secretary;
(b) in the case of the Post-Enforcement Call Option Holder to: GPCH
Limited c/o Fifth Floor, 100 Wood Street, London EC2V 7EX
(facsimile: 020 7606 0643) for the attention of The Company
Secretary; and
(c) in the case of the Note Trustee to: The Bank of New York, One Canada
Square, 48th Floor, London E14 5AL (facsimile: 020 7964 6399) for
the attention of Global Structured Finance Corporate Trust,
or to such other address or facsimile number or for the attention of such
other person or entity as may from time to time be notified by any party
to the others by written notice in accordance with the provisions of this
Clause 6.
7. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Deed may not enforce any of its terms
under the Contracts (Rights of Third Parties) Act 1999, but this shall not
affect any right or remedy of a third party which exists or is available
apart from that Act.
8. GOVERNING LAW AND JURISDICTION; APPROPRIATE FORUM
8.1 This Deed shall be governed by, and construed in accordance with, English
law.
8.2 Each of the parties hereto irrevocably agrees that the courts of England
shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in
connection with this Deed and, for such purposes, irrevocably submits to
the jurisdiction of such courts.
8.3 Each of the parties hereto irrevocably waives any objection which it might
now or hereafter have to the courts of England being nominated as the
forum to hear and determine any proceedings and to settle any disputes,
and agrees not to claim that any
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such court is not a convenient or appropriate forum.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
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EXECUTION PAGE
EXECUTED for and on behalf of )
GRANITE MORTGAGES 02-2 PLC )
by: )
Name: C. RAKESTROW
REPRESENTING LDC SECURITISATION DIRECTOR
NO 1 LIMITED
Title: DIRECTOR
EXECUTED for and on behalf of )
GPCH LIMITED )
by: )
Name: JULIAN MASON-JEBB
REPRESENTING LDC SECURITISATION DIRECTOR
NO 2 LIMITED
Title: DIRECTOR
EXECUTED for and on behalf of )
THE BANK OF NEW YORK )
by: )
Name:
Title: