Exhibit 4.7
EXECUTION COPY
MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
17 OCTOBER 2006
PERMANENT MASTER ISSUER PLC
(as Master Issuer)
CITIBANK, N.A., LONDON BRANCH
(as Principal Paying Agent)
CITIBANK, N.A., LONDON BRANCH
(as Agent Bank)
CITIBANK, N.A., NEW YORK BRANCH
(as US Paying Agent)
CITIBANK, N.A., LONDON BRANCH
(as Registrar)
CITIBANK, N.A., LONDON BRANCH
(as Transfer Agent)
THE BANK OF NEW YORK
(as Note Trustee)
and
THE BANK OF NEW YORK
(as Master Issuer Security Trustee)
IN RESPECT OF THE MASTER ISSUER'S MORTGAGE BACKED NOTE PROGRAMME
XXXXX & XXXXX
XXXXX & XXXXX LLP
CONTENTS
CLAUSE PAGE
1. Definitions and Interpretation.........................................1
2. Appointment of the Agents..............................................2
3. The Notes..............................................................2
4. Delivery of Definitive Notes; Transfers and Exchanges of Global Notes..4
5. Replacement Notes......................................................5
6. Payments to the Principal Paying Agent.................................6
7. Payments to Noteholders................................................8
8. Miscellaneous Duties of the Principal Paying Agent, the Registrar
and Transfer Agent....................................................10
9. Agents to Act for Note Trustee and Master Issuer Security Trustee.....14
10. Fees and Expenses.....................................................15
11. Terms of Appointment..................................................16
12. Termination of Appointment............................................18
13. Assignment............................................................21
14. Time..................................................................22
15. Notices and Demands...................................................22
16. Master Issuer Security Trustee as a party.............................23
17. Miscellaneous.........................................................23
18. Exclusion of Third Party Rights.......................................23
19. Governing Law.........................................................23
20. Exclusion of Liability................................................25
SCHEDULE
1. Specified Offices of the Agents........................................26
2. Regulations Concerning the Transfer, Exchange and Registration
of the Registered Definitive Notes.....................................27
Signatories..................................................................29
THIS MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT is made on 17 October
2006
BETWEEN:
(1) PERMANENT MASTER ISSUER PLC (registered number 5922774, a public limited
company incorporated under the laws of England and Wales whose
registered office is 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (xxx MASTER
ISSUER);
(2) CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup
Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX (acting in its
capacity as the PRINCIPAL PAYING AGENT);
(3) CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup
Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX (acting in its
capacity as AGENT BANK);
(4) CITIBANK, N.A., NEW YORK BRANCH, acting through its office at 14th
Floor, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (acting in its
capacity as the US PAYING AGENT);
(5) CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup
Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX (acting in its
capacity as the REGISTRAR);
(6) CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup
Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX (acting in its
capacity as the TRANSFER AGENT);
(7) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (acting in
its capacity as NOTE TRUSTEE); and
(8) THE BANK OF NEW YORK, a New York banking corporation whose London branch
address is at 00xx Xxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxx X00 0XX (acting in
its capacity as MASTER ISSUER SECURITY TRUSTEE).
WHEREAS:
(A) The Master Issuer has resolved to establish the Programme pursuant to
which it may, from time to time, issue Notes constituted by the Master
Issuer Trust Deed and secured by the Master Issuer Deed of Charge.
(B) The Agents are willing to provide agency services to the Master Issuer,
the Note Trustee and the Master Issuer Security Trustee on the terms and
subject to the conditions contained in this Agreement.
IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
The amended and restated master definitions and construction schedule signed
by, amongst others, the parties to this Agreement and dated 17 October 2006 (as
the same may be amended, varied or supplemented from time to time with the
consent of the parties thereto) (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the master definitions and construction schedule, signed for the
purposes of identification by Xxxxx & Overy LLP and Sidley Austin LLP on 17
October 2006 (as the same may be amended, varied or supplemented from time to
time) (the MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are
expressly and specifically incorporated into this Agreement and, accordingly,
the expressions defined in the Master Definitions and Construction Schedule and
the Master Issuer Master Definitions and Construction
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Schedule shall, except where the context otherwise requires and save where
otherwise defined herein, have the same meanings in this Agreement, including
the Recitals hereto and this Agreement shall be construed in accordance with
the interpretation provisions set out in clause 2 of the Master Definitions and
Construction Schedule and the Master Issuer Master Definitions and Construction
Schedule.
2. APPOINTMENT OF THE AGENTS
2.1 APPOINTMENT
(a) Upon and subject to the terms of this Agreement, the Master Issuer and,
for the purposes of Clause 9 only, the Note Trustee and the Master
Issuer Security Trustee, hereby appoints to carry out each of its
respective obligations on a several but not joint basis:
(i) the Principal Paying Agent as principal paying agent in respect
of the Notes;
(ii) the US Paying Agent as paying agent in the United States in
respect of the Notes;
(iii) the Agent Bank as agent bank for the purpose of determining
interest payable in respect of the Notes;
(iv) the Registrar as registrar for the purpose of recording the
holders of the Notes; and
(v) the Transfer Agent as transfer agent in respect of the Notes.
(b) The Master Issuer appoints the Agent Bank acting through its Specified
Office as its agent in relation to the Notes for the purposes specified
in this Agreement and in the Conditions.
2.2 ACCEPTANCE OF APPOINTMENT BY PAYING AGENTS, REGISTRAR AND TRANSFER AGENT
The Agents accept their respective appointments as agent of the Master
Issuer and, for the purpose of Clause 9 only, as agent of the Note
Trustee in relation to the Notes and shall comply with the provisions of
this Agreement.
2.3 ACCEPTANCE OF APPOINTMENT BY AGENT BANK
The Agent Bank accepts its appointment as agent of the Master Issuer for
the purpose, inter alia, of calculating the rate of interest on the
Notes in accordance with this Agreement and the Conditions.
3. THE NOTES
3.1 REG S GLOBAL NOTES AND US GLOBAL NOTES
The Reg S Global Notes and the US Global Notes shall be in substantially
the form set out in Schedule 1 to the Master Issuer Trust Deed and
shall, in each case, be executed manually or in facsimile by an
Authorised Signatory of the Master Issuer and authenticated manually by
or on behalf of the Registrar on the relevant Closing Date.
3.2 DEFINITIVE NOTES
(a) Each Definitive Note shall:
(i) be in substantially the form set out in Schedule 2 to the Master
Issuer Trust Deed;
(ii) be printed, lithographed or typewritten in accordance with all
applicable legal and stock exchange requirements;
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(iii) bear a unique certificate number; and
(iv) be executed manually or in facsimile by an Authorised Signatory
of the Master Issuer and authenticated manually by or on behalf
of the Registrar.
(b) If the Master Issuer is required to deliver Definitive Notes pursuant to
the terms of the relevant Global Note and the Master Issuer Trust Deed,
the Master Issuer shall arrange for Definitive Notes in an aggregate
principal amount equal to the Principal Amount Outstanding of the
relevant Global Note to be made available to or to the order of the
Registrar by the date falling 30 days after the occurrence of the
relevant event as set out in clause 3 of the Master Issuer Trust Deed.
Any Definitive Notes will be in registered form and, in each case, in an
Authorised Denomination. The Master Issuer shall also arrange, on
written request by the Registrar, for such Definitive Notes as are
required to enable the Registrar to perform its obligations under Clause
5 to be made available to or to the order of the Registrar from time to
time.
3.3 FACSIMILE SIGNATURES
The Master Issuer may use for the purposes of executing any Global Notes
or Definitive Notes, the facsimile signature of any person who at the
date of this Agreement was duly authorised to sign the same on behalf of
the Master Issuer, even if at the time of issue of such Global Note or
Definitive Note, such person no longer holds (for whatever reason
including death) the relevant office and any Global Notes or Definitive
Notes so executed and authenticated will be valid and binding
obligations of the Master Issuer. No Global Note or Definitive Note
shall be valid for any purpose until it has been authenticated by the
Registrar, as the case may be, in accordance with this Agreement and the
Trust Deed.
3.4 AVAILABILITY
The Master Issuer shall, on or prior to each Closing Date, deliver the
unauthenticated Global Note of each Series and Class being issued on
such Closing Date to or to the order of the Registrar for authentication
in accordance with Clauses 3.1 and 3.9. The Registrar shall, on or about
the relevant Closing Date, authenticate and deliver each such Global
Note:
(a) in the case of Reg S Global Notes that are settled through
Euroclear and Clearstream, Luxembourg, to the Common Depositary of
Euroclear and Clearstream, Luxembourg against receipt from the
Common Depositary of confirmation that the Common Depositary or
its nominee is holding the relevant Reg S Global Note in safe
custody for the account of Euroclear and Clearstream, Luxembourg;
and
(b) in the case of US Global Notes, to Citibank, N.A. as custodian for
DTC; and
(c) in the case of Reg S Global Notes that are settled through a
clearing system other than Euroclear or Clearstream Luxembourg, to
the common depositary of such clearing system or its nominee.
The Registrar shall hold in safe custody any unauthenticated Global
Notes delivered to it in accordance with this Clause 3.4 and shall
ensure that they are authenticated and delivered only in accordance with
this Agreement and the Master Issuer Trust Deed.
3.5 CALCULATION OF INTEREST
The Agent Bank shall perform such duties at its Specified Office as are
set forth in this Agreement and in the Conditions and in the applicable
Final Terms and such other duties as are reasonably incidental thereto
at the request of the Master Issuer or the Note Trustee. On each
Interest
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Determination Date the Agent Bank shall determine the rate of interest
on each Series and Class of Notes and the corresponding Interest Amount
applicable to the next Interest Period in accordance with the Conditions
and shall carry out all other relevant calculations under the
Conditions. Further, the Agent Bank shall notify promptly by facsimile
transmission, and in any event not later than the fourth Business Day
following each such Interest Determination Date, the Master Issuer, the
Note Trustee, the Principal Paying Agent, the Master Issuer Cash Manager
and the London Stock Exchange (or such other stock exchange, competent
listing authority and/or quotation system on or by which the Notes of
the relevant Series and Classes are then listed, quoted and/or traded)
of the rate of interest so determined, the Interest Amount payable in
respect of interest for such Interest Period (as notified to it by the
Master Issuer Cash Manager no later than 11:00 a.m. (London time) on the
last day of each Interest Period) and the Interest Payment Date in
respect of such Interest Period specifying to the Master Issuer, the
Master Issuer Cash Manager and the Note Trustee the rates upon which the
same are based and (where relevant) the names of the banks quoting such
rates provided that the Agent Bank shall make such determination and
calculation in relation to each Series and Class of Notes on the basis
of Condition 4 of the Notes.
3.6 PUBLICATION OF RATE OF INTEREST
In respect of each Series and Class of Notes listed on a Stock Exchange,
it shall be the responsibility of the Agent Bank to notify to the
relevant Stock Exchange and to the relevant Series and Class of
Noteholders such rate of interest, the Interest Amounts for each
Interest Period and the immediately succeeding Interest Payment Date
described in Clause 3.5 and to publish such rate and Interest Amounts in
accordance with Conditions 4 and 14.
3.7 LISTING
Each Series and Class of the Notes, on issue, is expected to be listed
on the official list of the United Kingdom Listing Authority and to be
admitted to trading on the London Stock Exchange's Gilt Edged and Fixed
Interest Market. The Master Issuer will advise the Agent Bank and the
Note Trustee in writing if such listing and/or admission to trading is
or are withdrawn or if any Notes become listed, quoted and/or traded on
or by any other stock exchange, competent listing authority and/or
quotation system.
3.8 SAFE CUSTODY
The Registrar shall procure the holding in safe custody of all
unauthenticated Definitive Notes delivered to it in accordance with
Clause 3.2(b) and shall ensure that such Definitive Notes are
authenticated and delivered only in accordance with the terms hereof and
of the Conditions.
3.9 AUTHENTICATION
The Registrar or its designated agent is authorised and instructed by
the Master Issuer to authenticate Global Notes or Definitive Notes in
respect of each Series and Class of Notes as may be required to be
authenticated under the relevant Final Terms by the original signature
of any of its officers or any other person duly authorised for the
purpose by the Registrar.
4. DELIVERY OF DEFINITIVE NOTES; TRANSFERS AND EXCHANGES OF GLOBAL NOTES
4.1 DELIVERY OF DEFINITIVE NOTES
On or after the date for the exchange of any Global Note for Definitive
Notes in accordance with the Conditions, the Registrar shall, against
surrender of such Global Note, authenticate and deliver, or cause to be
authenticated and delivered on its behalf, Definitive Notes in
accordance with the
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Conditions and Clause 5 of the Master Issuer Trust Deed provided that in
no circumstances shall the aggregate principal amount of such Definitive
Notes exceed the aggregate principal amount of the relevant Global Note.
4.2 ANNOTATION OF GLOBAL NOTES
On each occasion on which Definitive Notes are so delivered, the amount
of the relevant Global Note shall be reduced by the amount of the
Definitive Notes so delivered and the Registrar shall procure that there
is noted in the schedule to the relevant Global Note the amount of
Definitive Notes so delivered (the PRINCIPAL AMOUNT) and the remaining
Principal Amount Outstanding of the relevant Global Note and shall
procure the signature of such notation on its behalf.
5. REPLACEMENT NOTES
5.1 DELIVERY OF REPLACEMENTS
The Registrar shall, upon and in accordance with the instructions of the
Master Issuer (which instructions may, without limitation, include such
terms as to the payment of expenses and as to evidence, security and
indemnity as the Master Issuer may reasonably require) and in the
absence of notice to the Principal Paying Agent, the Registrar or the
Note Trustee that such Note has been acquired by a bona fide purchaser,
authenticate and deliver a Global Note or Definitive Note as a
replacement for any such Global Note or Definitive Note (of the same
form) which has been mutilated or defaced or which is alleged to have
been destroyed, stolen or lost provided that, however, the Registrar
shall not deliver any such Global Note or Definitive Note as a
replacement for any Global Note or Definitive Note (of the same form)
which has been mutilated or defaced otherwise than against surrender of
the same.
5.2 REPLACEMENTS TO BE NUMBERED
Each replacement Global Note or Definitive Note delivered hereunder
shall bear a unique serial number.
5.3 CANCELLATION AND DESTRUCTION
The Registrar shall cancel and destroy each mutilated or defaced Global
Note or Definitive Note surrendered to it and in respect of which a
replacement has been delivered.
5.4 VERIFICATION
The Registrar shall obtain verification, in the case of an allegedly
lost, stolen or destroyed Global Note or Definitive Note in respect of
which the serial number is known, that such Global Note or Definitive
Note has not previously been redeemed or paid. The Registrar shall not
issue any replacement Global Note or Definitive Note unless and until
the Registrar and the Master Issuer agree that the applicant therefor
has:
(a) paid such costs as may be incurred in connection therewith;
(b) furnished it with such evidence and indemnification as the
Master Issuer and the Registrar may reasonably require; and
(c) in the case of any mutilated or defaced Global Note or
Definitive Note, surrendered it to the Registrar.
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5.5 NOTIFICATION
The Registrar shall notify the Master Issuer of the delivery by it in
accordance herewith of any replacement Global Note or Definitive Note,
specifying the serial number thereof and the serial number respectively
(if and if known) of the Global Note or Definitive Note which it
replaces and confirm (if such be the case) that the Global Note or
Definitive Note which it replaces has been cancelled or destroyed and
the Registrar shall, in addition, as promptly as is practicable, enter
such details on the Register. Whenever any Global Note or Definitive
Note for which a replacement Global Note or Definitive Note has been
issued and of which the serial number is known is presented to any of
the Paying Agents for payment, the relevant Paying Agent shall
immediately send notice thereof to the Master Issuer, the Principal
Paying Agent and the Registrar. No payment shall be made on such
cancelled Global Note or Definitive Note.
6. PAYMENTS TO THE PRINCIPAL PAYING AGENT
6.1 MASTER ISSUER TO PAY THE PRINCIPAL PAYING AGENT
In order to provide for the payment of interest and principal in respect
of a Series and Class of Notes as the same become due and payable in
accordance with the Conditions and the Master Issuer Trust Deed, the
Master Issuer shall pay to the Principal Paying Agent or otherwise cause
the Principal Paying Agent to receive an amount which is equal to the
amount of principal and interest then falling due in respect of such
Series and Class of Notes on such date.
6.2 PAYMENT BY MASTER ISSUER
The Master Issuer shall, not later than 11.00 a.m. (London time) on each
Interest Payment Date, on which any payment of principal and interest in
respect of any Series and Class of Notes becomes due, pay or cause to be
paid to the Principal Paying Agent such amounts in the Specified
Currency, in immediately available funds as may be required for the
purpose of paying principal or interest under such Series and Class of
Notes (after taking account of any cash then held by the Principal
Paying Agent and available for that purpose) and such amounts shall be
paid to the credit of suitably designated accounts at such bank or banks
in London for payment to the Noteholders as shall be notified to the
Master Issuer by the Principal Paying Agent in writing no later than two
weeks before the first payment is due to be made to the Noteholders of
such Series and Class. The Principal Paying Agent shall notify the
Master Issuer and/or the Note Trustee in writing, within five Business
Days of any change of those accounts, or any of them, and (i) upon the
bankruptcy, insolvency, winding up or liquidation (other than the
passing of any resolution by any Paying Agent in connection with any
merger, conversion, consolidation, or transfer as contemplated by Clause
12.11) of the Principal Paying Agent or (ii) upon default being made by
any Paying Agent in the payment of any amounts in respect of principal
or interest in accordance with this Agreement or (iii) failing payment
within the designated periods of prescription specified in Condition 7,
the Principal Paying Agent shall hold all payments on trust for
repayment to the Master Issuer.
6.3 NOTIFICATION OF PAYMENT BY MASTER ISSUER
The Master Issuer, or the Master Issuer Cash Manager on its behalf,
shall confirm by facsimile to the Principal Paying Agent by 2.00pm
(London time) two Business Days prior to each date on which any payment
is due to be made under Clause 6.2 that it will transfer the relevant
sum due on that date to the account of the Principal Paying Agent.
6.4 CONFIRMATION BY THE MASTER ISSUER
(a) Not later than two Business Days before making any payment pursuant to
Clause 6.2 in respect of any class of the Notes, the Master Issuer shall
notify, or procure the notification to, the Principal
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Paying Agent and the Note Trustee of the amount of interest or principal
(as the case may be) payable in respect of each Series and Class of
Notes on the date in question and the apportionment of such amount as
between principal and interest.
(b) Whilst the Notes of any Series and Class continue to be represented by
Global Notes, the Principal Paying Agent shall pay or cause to be paid
all payments of principal or interest (as the case may be) due in
respect of such Notes to, or to the order of:
(i) in the case of Reg S Global Notes, the Common Depositary of
Euroclear and Clearstream, Luxembourg or such other clearing
systems as agreed between the Master Issuer, Note Trustee and
the Principal Paying Agent; and
(ii) in the case of US Global Notes, Cede & Co. as nominee of DTC,
and shall give notice of all such payments to the Registrar.
All such payments will be distributed without deduction or withholding
for any taxes, duties, assessments or other governmental charges of
whatever nature except as may be required by law. If any such deduction
or withholding is required to be made, then neither the Master Issuer
nor any other person will be obliged to pay any additional amounts in
respect thereof.
6.5 EXCLUSION OF LIENS AND INTEREST
The Principal Paying Agent shall:
(a) not exercise any lien, right of set-off or similar claim in
respect of monies received by the Principal Paying Agent in
connection with its activities hereunder;
(b) not be liable to any person for interest thereon; and
(c) not be obliged to hold any funds received by it hereunder in a
segregated account or accounts.
6.6 APPLICATION BY PRINCIPAL PAYING AGENT
The Principal Paying Agent shall apply (or direct or cause application
of) each amount paid to it hereunder in accordance with Clause 7 in
respect of the Global Notes and Definitive Notes (if any) and shall not
be obliged to repay any such amount other than as provided herein or
unless the claim for the relevant payment becomes void under the
Conditions in which event it shall repay to the Master Issuer such
portion of such amount as relates to such payment, together with the
fees applicable thereto (pro rata as to the amount and time) to the
extent already paid pursuant to Clause 10, by paying the same by credit
transfer in the Specified Currency, to such account with such bank as
the Master Issuer has by notice to the Principal Paying Agent specified
for the purpose.
6.7 FAILURE TO RECEIVE PAYMENT
The Principal Paying Agent shall as soon as is reasonably practicable
notify the Note Trustee, the Agent Bank, the other Paying Agents and the
Master Issuer by facsimile if it has not by the due date of payment to
it specified in Clause 6.2 (Payment by Master Issuer) received
unconditionally the full amount required for any payment.
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7. PAYMENTS TO NOTEHOLDERS
7.1 PAYMENTS IN RESPECT OF GLOBAL NOTES
Each Paying Agent acting through its Specified Office shall make
payments of interest and principal in respect of the Global Notes in
accordance with the Conditions and the Master Issuer Trust Deed
provided, however, that:
(a) if any Global Note is presented or surrendered for payment to a
Paying Agent and such Paying Agent has delivered a replacement
therefor or has been notified that the same has been replaced,
such Paying Agent shall as soon as is reasonably practicable
notify the Master Issuer in writing of such presentation or
surrender and shall not make payment against the same until it
is so instructed by the Master Issuer and has received the
amount to be so paid;
(b) each Paying Agent shall cancel each Definitive Note against
surrender of which it has made full payment and shall, in the
case of a Paying Agent other than the Principal Paying Agent,
deliver each Definitive Note so cancelled by it to the
Registrar;
(c) in the case of payment of interest or principal against
presentation of a Global Note, the Registrar shall note or
procure that there is noted on the relevant schedule to such
Global Note, the amount of such payment and, in the case of
payment of principal, the remaining Principal Amount Outstanding
of a Global Note and shall procure the signature of such
notation on its behalf; and
(d) a Paying Agent shall not be obliged (but shall be entitled) to
make payments of principal or interest if:
(i) in the case of the Principal Paying Agent, it has not
received the full amount of any payment due to it under
Clause 6.1; or
(ii) in the case of any other Paying Agent, it is not able to
establish that the Principal Paying Agent has received
the full amount of any payment due to it under Clause 6.
7.2 PAYMENTS IN RESPECT OF DEFINITIVE NOTES
The Registrar will, in the case of Definitive Notes, notify the
Principal Paying Agent, not later than five days after each Record Date,
whether any Noteholder has elected to receive payments by transfer to a
bank account and, if so, the relevant details of such bank account. For
those Noteholders who have chosen not to receive payments by transfer to
a bank account, the Registrar will notify the Principal Paying Agent of
the address of such Noteholder appearing in the Register to which
cheques should be posted.
7.3 REGISTER
The Principal Paying Agent shall make or shall procure payments of
interest and principal in respect of the Definitive Notes in accordance
with the Conditions and the Master Issuer Trust Deed by mailing a dollar
cheque drawn on a bank in New York City, in the case of Dollar Notes, or
a euro cheque drawn on a bank in London, in the case of Euro Notes, or a
sterling cheque drawn on a bank in London, in the case of Sterling Notes
or, in the case of the Notes denominated in any other Specified
Currency, a cheque in the Specified Currency drawn on a bank in London
or on a bank in the principal financial centre of the country of such
Specified Currency to the address of the Noteholder appearing in the
Register on the Record Date or, if the Noteholder has elected to do so,
by transfer to a dollar, sterling, euro or other Specified Currency
account, as the case may be.
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7.4 NO OBLIGATION TO PAY
No payments in respect of any Definitive Notes will be made on the final
date for redemption or, as the case may be, payment, or such earlier
date as the relevant Definitive Notes may become repayable or, as the
case may be, payable, in whole unless the Registrar or any Transfer
Agent confirms to the Principal Paying Agent that such Definitive Note
has been surrendered to it.
7.5 PARTIAL PAYMENT
(a) The Principal Paying Agent shall not be obliged (but shall be entitled)
to make payments of interest or principal in respect of a Global Note or
a Definitive Note (as the case may be) if it has not received the full
amount of any payment due to it under Clause 6.1. If at any time and for
any reason the Principal Paying Agent makes a partial payment in respect
of a Global Note, the Registrar shall, in respect of such Global Note,
endorse thereon a statement indicating the amount and date of such
payment and in respect of Definitive Notes, the Registrar shall annotate
the Register with such details.
(b) (i) If the Master Issuer intends to redeem all (but not some only)
of any Series and Class of Notes prior to their stated maturity
date pursuant to and in accordance with the terms of Condition
5.4, 5.5 or 5.6, it shall give not more than 60 nor less than 30
days' written notice of such intention to the Note Trustee and
the Noteholders in accordance with the relevant paragraphs of
Condition 5 and stating the date on which such Series and Class
of Notes are to be redeemed and shall give sufficient notice to
the Principal Paying Agent to enable it to notify the
Noteholders within such prescribed period.
(ii) The Principal Paying Agent shall in accordance with the
Conditions on behalf of and at the expense of the Master Issuer
publish the notices required in connection with such redemption.
(c) In the case of a partial redemption of any Series and Class of Notes in
accordance with Condition 5(B), the principal amount of such Series and
Class of Notes being partially redeemed on an Interest Payment Date
shall be redeemed on a pro rata basis in accordance with Condition 5.2.
7.6 EXCLUSION OF LIENS AND COMMISSIONS
No Paying Agent shall exercise any lien, right of set-off or similar
claim against any person to whom it makes any payment under Clause 7.1
or Clause 7.2 in respect thereof, nor shall any commission or expense be
charged by it to any such person in respect thereof.
7.7 REIMBURSEMENT BY PRINCIPAL PAYING AGENT
If a Paying Agent other than the Principal Paying Agent makes any
payment in accordance with Clause 7.1 or Clause 7.2:
(a) it shall notify the Principal Paying Agent of the amount so paid
by it, the certificate or serial number of the Notes against
presentation or surrender of which payment of principal or
interest was made; and
(b) subject to, and to the extent of, compliance by the Master
Issuer with Clause 6.1 (whether or not at the due time), the
Principal Paying Agent shall pay to such Paying Agent out of the
funds received by the Principal Paying Agent under Clause 6.1,
by credit transfer in the Specified Currency, and in same day,
freely transferable, cleared funds to such account with such
bank in London as such Paying Agent has by notice to the
Principal Paying Agent specified for the purpose, an amount
equal to the amount so paid by such Paying Agent.
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7.8 APPROPRIATION BY PRINCIPAL PAYING AGENT
If the Principal Paying Agent makes any payment in accordance with
Clause 7.5(a), it shall be entitled to appropriate for its own account
out of the funds received by it under Clause 6.1 an amount equal to the
amount so paid by it.
7.9 REIMBURSEMENT BY MASTER ISSUER
If any Paying Agent (which for the avoidance of doubt includes the
Principal Paying Agent) makes a payment in respect of the Notes at a
time which the Principal Paying Agent has not received the full amount
of the relevant payment due to it under Clause 6.1 and the Principal
Paying Agent is not able out of the funds received by it under Clause
6.1 to reimburse such Paying Agent therefor (whether by payment under
Clause 7.7 or appropriation under Clause 7.8), the Master Issuer shall
from time to time on written demand pay to the Principal Paying Agent
for account of such Paying Agent:
(a) the amount so paid out by such Paying Agent and not so
reimbursed to it; and
(b) interest on such amount from the date on which such Paying Agent
made such payment until the date of reimbursement of such amount
with proof thereof of such amount,
provided, however, that any payment under paragraph (a) above shall
satisfy pro tanto the Master Issuer's obligations under Clause 6.1.
7.10 INTEREST
Interest shall accrue for the purpose of Clause 7.9(b) (as well after as
before judgment) on the basis of a year of 365 days and the actual
number of days elapsed and at a rate per annum specified by the
Principal Paying Agent as reflecting its actual cost of funds for the
time being in relation to the unpaid amount.
8. MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT, THE REGISTRAR AND
TRANSFER AGENT
8.1 RECORDS
The Registrar shall:
(a) maintain a full and complete record of all Global Notes and
Definitive Notes and of their redemption, payment, exchange or
cancellation (as the case may be) and of all replacement Global
Notes and Definitive Notes issued in substitution for any lost,
stolen, mutilated, defaced or destroyed Global Notes or
Definitive Notes (as the case may be);
(b) make such records available for inspection at all reasonable
times by the Master Issuer, the Paying Agents, the Transfer
Agent and the Note Trustee; and
(c) make copies of the Master Issuer Trust Deed, the Master
Definitions and Construction Schedule and the Master Issuer
Master Definitions and Construction Schedule available for
inspection at its specified office at all reasonable times.
8.2 INFORMATION FROM PAYING AGENT
The Paying Agents (other than the Principal Paying Agent) shall make
available to the Principal Paying Agent such information as is
reasonably required for the maintenance of the records referred to in
Clause 8.1.
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8.3 DEFINITIVE NOTES IN ISSUE
As soon as practicable (or in any event within five Business Days) after
a request therefor by the Master Issuer or the Note Trustee, the
Registrar shall (on the basis of the information maintained in
accordance with Clause 8) notify the Master Issuer or the Note Trustee
(as the case may be) in writing of the number of any Definitive Notes
against surrender of which payment has been made and of the number of
any Definitive Notes which have not yet been surrendered for payment and
the details of all the Notes redeemed and cancelled.
8.4 FORWARDING OF COMMUNICATIONS
The Principal Paying Agent shall promptly forward to the Master Issuer,
the Note Trustee and the Master Issuer Security Trustee a copy of any
notice or communication addressed to the Master Issuer by any Noteholder
which is received by the Principal Paying Agent. The Transfer Agent or
Registrar shall promptly notify the Principal Paying Agent in the event
that it receives any such notice or communication and promptly forward
such notice or communication to the Principal Paying Agent.
8.5 PUBLICATION OF NOTICES
The Principal Paying Agent shall, upon and in accordance with the
instructions, and at the expense of, the Master Issuer but not
otherwise, arrange for the publication in accordance with Condition 14
of any notice which is to be given to the Noteholders and shall promptly
supply two copies thereof to the Note Trustee and a copy thereof to each
other Paying Agent.
8.6 DESTRUCTION
The Principal Paying Agent may destroy each Definitive Note delivered to
or cancelled by it in accordance with Clause 7.1(b), in which case it
shall promptly furnish the Master Issuer and the Note Trustee, with a
certificate as to such destruction, specifying the reason for such
destruction and the certificate or serial numbers of the relevant
Definitive Note.
8.7 VOTING CERTIFICATES AND BLOCK VOTING INSTRUCTIONS
In the event of a meeting of the Noteholders the Principal Paying Agent
shall, at the request of any Noteholder in accordance with the Master
Issuer Trust Deed, issue voting certificates and block voting
instructions in a form and manner which comply with the provisions of
Schedule 4 to the Master Issuer Trust Deed (except that it shall not be
required to issue the same less than 48 hours before the time for which
the meeting or the poll to which the same relates has been convened or
called). The Principal Paying Agent shall keep a full record of voting
certificates and block voting instructions issued by it and will give to
the Master Issuer, not less than one Business Day before the time
appointed for any meeting or adjourned meeting, full particulars of all
voting certificates and block voting instructions issued by it in
respect of such meeting or adjourned meeting.
8.8 DUTIES OF THE TRANSFER AGENT
If and to the extent so specified by the Conditions and in accordance
therewith and with the terms of this Agreement, or if otherwise
requested by the Master Issuer, the Transfer Agent shall:
(a) on behalf of the Registrar, authenticate Definitive Notes upon
any transfer or exchange of interests in a Global Note for
Definitive Notes;
(b) on behalf of the Registrar, make available forms of transfer,
forms of proxy and any certificates as to beneficial ownership
in respect of the Notes, receive requests for the
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transfer of such Notes, forms of transfer, forms of proxy,
certificates and other evidence, inform the Registrar of the
name and address of the holder of each such Note, the serial
numbers of any Definitive Notes, the name and address of the
relevant person to be inserted in the Register, forward each
such document to the Registrar and, upon being informed by the
Registrar that the appropriate entries have been made in the
Register and all formalities complied with, forthwith issue
Definitive Notes on behalf of the Registrar representing the
relevant Notes to be transferred;
(c) keep the Registrar informed of all transfers and exchanges; and
(d) carry out such other acts as may be necessary to give effect to
the Conditions, this Agreement and the Regulations.
8.9 AUTHENTICATION AND DELIVERY OF DEFINITIVE NOTES AND MAINTENANCE OF
REGISTER BY REGISTRAR
The Registrar shall authenticate and it shall deliver, or cause the
Transfer Agent to deliver, any Note issued upon transfer in accordance
with the Master Issuer Trust Deed and shall so long as any Definitive
Notes are outstanding maintain a register in London, or at such other
place as the Note Trustee may approve in writing, in accordance with the
Conditions, the Regulations and this Agreement. The Register shall show
the Principal Amount Outstanding or total number outstanding, as the
case may be, of each Definitive Note, the serial numbers thereof and the
respective dates of issue and all subsequent transfers, cancellations
and replacements thereof and all changes of ownership and the names and
addresses of the holders of such Notes. The Registrar shall at all
reasonable times during its office hours make the Register available to
the Master Issuer, the Paying Agents and the Transfer Agent or any
person authorised by any of them for inspection and for the taking of
copies thereof or extracts therefrom and the Registrar shall deliver to
such persons all such lists of Noteholders, their addresses and holdings
as they may request.
8.10 TRANSFER OF DEFINITIVE NOTES
The Registrar shall make available forms of transfer, forms of proxy and
certificates as to beneficial ownership in respect of the Definitive
Notes, receive requests for the transfer of Definitive Notes, forms of
transfer, forms of proxy, certificates and other evidence, effect the
necessary entries and formalities and procure that it or the Transfer
Agent on its behalf endorses the name and address of the transferee on
each Definitive Note and delivers the same to the person entitled
thereto. No transfer shall be registered for a period of 15 days
immediately preceding any due date for payment in respect of the Notes
or, as the case may be, the due date for redemption, or as the case may
be, payment of any of the relevant Notes.
8.11 ADDITIONAL DUTIES
The Registrar shall:
(a) register all transfers of Definitive Notes in accordance with
the terms of those Definitive Notes, the Master Issuer Trust
Deed and the Conditions;
(b) receive any document relating to or affecting the title to any
of the Definitive Notes including all forms of transfer, forms
of exchange, probates, letters of administration and powers of
attorney;
(c) maintain proper records of the details of all documents
received;
(d) prepare all such lists of the holders of the Definitive Notes as
may be required by the Master Issuer, any Paying Agent, the Note
Trustee or any person authorised by any of them;
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(e) comply with the proper and reasonable requests of the Master
Issuer with respect to the maintenance of the Register and give
to the Paying Agents such information as may be reasonably
required by it for the proper performance of its duties;
(f) forthwith, and in any event within three Business Days of the
relevant request (or within such longer period as may be
required to comply with any applicable fiscal or other
regulations), upon receipt by it of, or receipt by it of
notification from the Transfer Agent of delivery to it of,
Definitive Notes duly endorsed for transfer in the name of the
registered holders or subsequent to the endorsement of a
reduction in nominal amount of a Global Note for exchange into
Definitive Notes, authenticate and issue duly dated and
completed Definitive Notes and deliver the Definitive Notes in
the name of the registered holders at its Specified Office or
(at the risk of the relevant registered holders) send the
Definitive Notes to such address as the registered holders may
request; and
(g) carry out such other acts as may reasonably be necessary to give
effect to the Conditions, the Master Issuer Trust Deed, this
Agreement and the Regulations. In carrying out its functions the
Registrar shall act in accordance with the terms of this
Agreement, the Master Issuer Trust Deed, the Regulations and the
Conditions.
8.12 SUPPLIES OF ADDITIONAL DEFINITIVE NOTES
The Master Issuer will deliver to the Transfer Agent and the Registrar
for the performance of their duties hereunder from time to time so long
as any of the Notes are outstanding, sufficient additional Definitive
Notes as may be required for the performance of the duties of the
Transfer Agent and the Registrar.
8.13 SAFE CUSTODY OF THE DEFINITIVE NOTES
Each of the Registrar and the Transfer Agent shall maintain in safe
custody all Definitive Notes delivered to and held by it hereunder and
shall ensure such Definitive Notes are issued only in accordance with
the Conditions, the Master Issuer Trust Deed and the terms of this
Agreement.
8.14 CERTIFICATION OF DEFINITIVE NOTES HELD
Within five Business Days of any request therefor by the Master Issuer
or any of the Paying Agents, so long as any of the Notes are
outstanding, the Registrar and the Transfer Agent shall certify to the
Master Issuer, the Paying Agents and the Note Trustee the number of
unauthenticated Definitive Notes held by it hereunder.
8.15 PROVISION OF INFORMATION
Each of the Transfer Agent and the Registrar will give to the Paying
Agents and, as appropriate, the Registrar or the Transfer Agent such
further information with regard to its activities hereunder as may
reasonably be required by them for the proper carrying out of their
respective duties.
8.16 REGULATIONS FOR THE DUTIES OF THE TRANSFER AGENT AND THE REGISTRAR
In the event that Definitive Notes are required to be issued, the
Registrar shall (after consultation with the Master Issuer, the Paying
Agents, the Transfer Agent and the Note Trustee) promulgate reasonable
regulations concerning the carrying out of their respective duties,
including the carrying out of transfers and exchanges of Definitive
Notes and the forms and evidence to be proved. All such transfers and
exchanges will be made subject to the Regulations. The initial
Regulations are set out in Schedule 2 hereto. The Regulations may be
changed by the Master Issuer with the prior written approval of the
Registrar and the Note Trustee, which approval shall not be unreasonably
13
withheld or delayed. A copy of the current Regulations will be sent by
the Registrar to any holder of a Definitive Note who so requests.
8.17 NOTIFICATION OF THE PRINCIPAL AMOUNT OUTSTANDING
The Registrar shall, on the Business Day prior to each Interest Payment
Date, notify the Principal Paying Agent, the Master Issuer and the
Master Issuer Cash Manager of the aggregate Principal Amount Outstanding
of Definitive Notes.
8.18 SUBMISSION OF FINAL TERMS
The Principal Paying Agent shall submit to the relevant authority or
authorities such number of copies of each Final Terms which relates to
Notes which are to be listed as the relevant authority or authorities
may require.
9. AGENTS TO ACT FOR NOTE TRUSTEE AND MASTER ISSUER SECURITY TRUSTEE
9.1 At any time after an Event of Default in respect of the Notes or any of
them shall have occurred:
(a) the Principal Paying Agent, the US Paying Agent, the Transfer
Agent and the Registrar shall (where such agents act on behalf
of the Master Issuer), if so required by notice in writing given
by the Note Trustee or, as applicable, the Master Issuer
Security Trustee to the Master Issuer and the Principal Paying
Agent, the US Paying Agent, the Transfer Agent and the
Registrar:
(i) thereafter act as agents of the Note Trustee or, as
applicable, the Master Issuer Security Trustee under the
terms of the Master Issuer Trust Deed or, as applicable,
the Master Issuer Deed of Charge on the terms mutatis
mutandis contained herein (save that the Note Trustee's
or, as applicable, the Master Issuer Security Trustee's
liability under any provision herein contained for the
remuneration and indemnification of such Agents shall be
limited to the amount for the time being held by the Note
Trustee on the trusts of the Master Issuer Trust Deed or,
as applicable, the Master Issuer Security Trustee on the
trusts of the Master Issuer Deed of Charge which is
available to be applied by the Note Trustee or, as
applicable, the Master Issuer Security Trustee for such
purpose) and thereafter hold all Notes and all sums,
documents and records held by them in respect of the
Notes on behalf of the Note Trustee or, as applicable,
the Master Issuer Security Trustee; and/or
(ii) deliver up all Notes and all sums, documents and records
held by them in respect of the Notes to the Note Trustee
or, as applicable, the Master Issuer Security Trustee or
as the Note Trustee or, as applicable, the Master Issuer
Security Trustee shall direct in such notice,
provided that such notice shall be deemed not to apply to any
document or record which the relevant Agent is obliged not to
release by any applicable law or regulation; and/or
(b) the Agent Bank shall, if so required by notice in writing given
by the Note Trustee or, as applicable, the Master Issuer
Security Trustee to the Agent Bank and until such appointment is
terminated by the Note Trustee or, as applicable, the Master
Issuer Security Trustee by notice in writing:
(i) thereafter act as Agent Bank of the Note Trustee or, as
applicable, the Master Issuer Security Trustee in
relation to calculations and other related functions to
be made or
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performed by, or on behalf of, the Note Trustee or, as
applicable, the Master Issuer Security Trustee under the
terms of the Master Issuer Trust Deed or, as applicable,
the Master Issuer Deed of Charge mutatis mutandis on the
terms contained herein (save that the Note Trustee's or,
as applicable, the Master Issuer Security Trustee's
liability under any provision hereof for the remuneration
and indemnification of the Agent Bank shall be limited to
the amounts for the time being held by the Note Trustee
or, as applicable, the Master Issuer Security Trustee in
respect of principal and interest on the Notes on the
trusts of the Master Issuer Trust Deed or, as applicable,
the Master Issuer Deed of Charge which is available to be
applied by the Note Trustee or, as applicable, the Master
Issuer Security Trustee for such purposes) and thereafter
to hold on behalf of the Note Trustee or, as applicable,
the Master Issuer Security Trustee all documents and
records held by it in respect of principal and interest
on the Notes; and/or
(ii) deliver up all documents and records held by it in
respect of principal and interest on the Notes to the
Note Trustee or, as applicable, the Master Issuer
Security Trustee or as the Note Trustee or, as
applicable, the Master Issuer Security Trustee, shall
direct in such notice,
provided that such notice shall be deemed not to apply to any
document or record which the Agent Bank is obliged not to
release by any applicable law or regulation.
9.2 The Note Trustee or, as applicable, the Master Issuer Security Trustee
at any time may, if any Event of Default is remedied to the reasonable
satisfaction of the Note Trustee or, as applicable, the Master Issuer
Security Trustee during any applicable grace period, by notice in
writing to the Master Issuer and the relevant Agents, withdraw any
notice given by the Note Trustee or, as applicable, the Master Issuer
Security Trustee pursuant to Clause 9.1 whereupon such Agents shall act
as agents of the Master Issuer in accordance with the terms hereof. The
withdrawal of any notice given by the Note Trustee or, as applicable,
the Master Issuer Security Trustee pursuant to Clause 9.1 shall not
preclude the Note Trustee or, as applicable, the Master Issuer Security
Trustee from issuing any other or further notices pursuant to that
Clause on any subsequent occasion and at any time after the occurrence
of an Event of Default, no notice given by the Note Trustee or, as
applicable, the Master Issuer Security Trustee pursuant to Clause 9.1
shall be withdrawn except at the absolute discretion of the Note Trustee
or, as applicable, the Master Issuer Security Trustee.
10. FEES AND EXPENSES
10.1 FEES
The Master Issuer shall pay to the Principal Paying Agent during the
period when any of the Notes remain outstanding for its own account and
for the account of the other Agents, such fees as may have been agreed
in writing between the Master Issuer and the relevant Agent in respect
of the services of the Agents hereunder (together with any amounts in
respect of VAT or similar tax payable in respect thereof (against
production of a valid tax invoice)). If any Agent shall cease to be an
Agent hereunder, it shall repay to the Master Issuer, the unearned
portion, calculated on a pro rata basis of the said fees.
10.2 FRONT-END EXPENSES
The Master Issuer shall after receipt of an account of such expenses
reimburse each Agent for its own account for all out-of-pocket expenses
properly incurred by it in the negotiation, preparation and execution of
this Agreement and for its own account for all out-of-pocket expenses
(including, without limitation, reasonable legal fees and any reasonable
communication, courier, postage and other out-of-pocket expenses)
properly incurred in connection with its services hereunder (together
15
with any amounts in respect of Irrecoverable VAT (against production of
a valid tax invoice)) provided that such expenses shall not have been
incurred as a result of the Agent's negligence, fraud or wilful
misconduct. The Principal Paying Agent will be responsible for
distributing the remuneration and the relevant expenses of the Agent
Bank, any other Paying Agent, any Transfer Agent and Registrar appointed
hereunder.
10.3 STAMP DUTY, ETC.
The Master Issuer shall pay all stamp, registration and other similar
taxes and duties (including any interest and penalties thereon or in
connection therewith) which are payable upon or in connection with the
execution and delivery of this Agreement.
10.4 LIABILITY FOR FEES AND EXPENSES
Save as provided in this Clause 10 or as expressly provided elsewhere in
this Agreement, the Master Issuer shall have no liability in respect of
any fees or expenses of any Agents incurred by any of them in connection
with the performance of their respective obligations hereunder.
11. TERMS OF APPOINTMENT
11.1 RIGHTS AND POWERS OF THE PAYING AGENTS
(a) The Paying Agents shall (except as ordered by a court of competent
jurisdiction or as required by law or otherwise instructed in writing by
the Master Issuer or the Note Trustee) in connection with their services
hereunder (whether or not the relevant Note shall be overdue and
notwithstanding any notice to the contrary or writing shown thereon or
any notice of previous loss or theft or of trust or other interest
therein shown on the register) be entitled to treat the registered
holder of any Note as the absolute owner of such Note for all purposes
and make payments thereon accordingly provided that where the Registrar
has notified the Master Issuer of the presentation or surrender of any
Note in accordance with Clause 7.1(a), the relevant Paying Agent shall
not make payment thereon until so instructed by the Master Issuer.
(b) Each of the Paying Agents, the Agent Bank, the Registrar and the
Transfer Agent may in connection with its services hereunder:
(i) rely without further investigation or inquiry upon the terms of
any notice, communication or other document reasonably believed
by it to be genuine;
(ii) engage and pay for the advice or services of any lawyers or
other experts whose advice or services it considers necessary,
acting reasonably, and rely upon any written advice so obtained
(and such Agent shall be protected and shall incur no liability
as against the Master Issuer in respect of any action taken, or
suffered to be taken in good faith, in accordance with such
advice except to the extent that such liability arises out of
any breach of contract, fraud, wilful default or negligence on
the part of such Agent);
(iii) assume that the terms of each Global Note or (as the case may
be) Definitive Note as issued are correct;
(iv) refer any question relating to the ownership of any Global Note
or Definitive Note (as the case may be), or the adequacy or
sufficiency of any evidence supplied in connection with the
replacement, transfer or exchange of any Global Note or
Definitive Note (as the case may be) to the Master Issuer for
determination by the Master Issuer and in good faith
conclusively rely upon any determination so made; and
16
(v) whenever in the administration of this Agreement it shall deem
it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, in the
absence of bad faith or negligence or wilful misconduct on its
part, accept a certificate signed by any person duly authorised
on behalf of the Master Issuer as to any fact or matter prima
facie within the knowledge of the Master Issuer as sufficient
evidence thereof.
11.2 PROVISION OF SPECIMEN SIGNATURES
The Master Issuer will supply the Principal Paying Agent with the names
and specimen signatures of its Authorised Signatories.
11.3 EXTENT OF DUTIES
Each Agent shall only be obliged to perform the duties set out herein
and such other duties as are necessarily incidental thereto. No Agent
shall (a) be under any fiduciary duty towards any person other than the
Master Issuer, (b) be responsible for or liable in respect of the
authorisation, validity or legality of any Global Note or Definitive
Note (as the case may be) amount paid by it hereunder or any act or
omission of any other person including, without limitation, any other
Agent (except to the extent that such liability arises out of any breach
of contract, bad faith, wilful misconduct or negligence on the part of
any such Agent), (c) be under any obligation towards any person other
than the Note Trustee, the Master Issuer and the other Agents or (d)
assume any relationship of agency or trust for or with any Noteholder
except that funds received by the Paying Agents for the payment of any
sums due in respect of any Notes shall be held by the Paying Agents to
the extent required by the Trust Indenture Act for and on behalf of the
relevant Noteholders until the expiration of the relevant prescription
period under the Trust Deed.
11.4 FREEDOM TO TRANSACT
Each Agent may purchase, hold and dispose of beneficial interests in a
Global Note or any Definitive Note (as the case may be) and may enter
into any transaction (including, without limitation, any depository,
trust or agency transaction) with the Master Issuer or any holders or
owners of any Notes or with any other party hereto in the same manner as
if it had not been appointed as the agent of the Master Issuer or the
Note Trustee in relation to the Notes.
11.5 INDEMNITY
(a) The Master Issuer agrees to indemnify each Agent for, and to hold such
Agent harmless against, any loss, liability or expense incurred without
negligence or wilful misconduct on its part, arising out of, or in
connection with, the acceptance and provision of any services by such
Agent under this Agreement, including the costs and expenses (including
legal fees and expenses properly incurred) of defending itself against
any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement.
(b) The Agents shall severally indemnify the Master Issuer and, for the
purposes of Clause 9, the Note Trustee or, as applicable, the Master
Issuer Security Trustee against any loss, liability, reasonable costs
and expenses including any claim, action or demand which the Master
Issuer or, as applicable, the Note Trustee or, as applicable, the Master
Issuer Security Trustee may incur or which may be made against it as a
result of the breach by any Agent of the terms of this Agreement or its
negligence, breach of contract, bad faith or wilful misconduct or that
of its officers or employees including any failure to obtain and
maintain in existence any consent, authorisation, permission or licence
required by it for the assumption, exercise and performance of its
powers and duties hereunder.
17
(c) No termination of this Agreement shall affect the obligations created by
Clauses 11.5(a) and 11.5(b) of the Master Issuer and any Agent,
respectively, to indemnify any Agent or, as the case may be, the Master
Issuer under the Conditions and to the extent set forth in this
Agreement.
11.6 AGENTS' COMMITMENTS
No provisions of this Agreement shall require any Agent or the Note
Trustee to expend its own funds or assume a financial commitment to a
person not party to this Agreement (other than in the ordinary course of
its business) in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers hereunder, if it shall have
reasonable grounds for believing that repayment of such funds or
adequate indemnity against such commitment is not reasonably assured to
it.
11.7 EXCLUSION OF LIABILITY
Notwithstanding anything in this Agreement to the contrary, in no event
shall any party to this Agreement be liable under or in connection with
this Agreement for indirect, special or consequential losses or damages
of any kind, including lost profits, even if such party has been advised
of the possibility thereof and regardless of the form of action by which
such losses or damages may be claimed.
12. TERMINATION OF APPOINTMENT
12.1 RESIGNATION
Subject to Clause 12.9, the Paying Agents in respect of any or all
Series and Classes of Notes or the Agent Bank, the Registrar or the
Transfer Agent may resign its appointment upon not less than 60 days'
written notice to the Master Issuer, the Note Trustee and the Master
Issuer Security Trustee (with a copy to the Principal Paying Agent) to
that effect, which notice shall expire not less than 30 days before an
Interest Payment Date related to the affected Series and/or Classes of
Notes.
12.2 REVOCATION
Subject to Clause 12.9, the Master Issuer may at any time with the prior
written consent of the Note Trustee revoke its appointment of any Agent
as its agent in relation to the Notes of any or all Series and Classes
by not less than 60 days' written notice to the Note Trustee and such
Agent whose appointment is to be revoked (with a copy to the Principal
Paying Agent), which notice shall expire not less than 30 days before an
Interest Payment Date.
12.3 AUTOMATIC TERMINATION
If at any time:
(a) a secured party takes possession, or a receiver, manager or
other similar officer is appointed, of the whole or any part of
the undertaking, assets and revenues of any Agent;
(b) any Agent admits in writing its insolvency or inability to pay
its debts as they fall due or suspends payments of its debts;
(c) an administrator or liquidator of any Agent of the whole or any
part of the undertaking, assets and revenues of any Agent is
appointed (or application for any such appointment is made);
18
(d) any Agent takes any action for a readjustment or deferment of
any of its obligations or makes a general assignment or an
arrangement or composition with or for the benefit of its
creditors or declares a moratorium in respect of any of its
indebtedness;
(e) an order is made or an effective resolution is passed for the
winding up of any Agent; or
(f) any event occurs which has an analogous effect to any of the
foregoing,
the Master Issuer may with the prior written approval of the Note
Trustee (which approval shall not be unreasonably withheld or delayed)
forthwith terminate without notice the appointment of such Agent and the
remaining Agents and the Master Issuer (or the Note Trustee, as
applicable) shall give notice thereof to the Note Trustee and to the
Noteholders in accordance with Condition 14. On the occurrence of any of
the above, the relevant Agent shall forthwith notify the Master Issuer.
12.4 ADDITIONAL AND SUCCESSOR AGENTS
The Master Issuer may with the prior written approval of the Note
Trustee (such approval not to be unreasonably withheld or delayed):
(a) appoint a Successor Principal Paying Agent or any other
Successor Paying Agent; and/or
(b) appoint a Successor Agent Bank; and/or
(c) appoint one or more additional Paying Agents in respect of any
Series and Class of Notes; and/or
(d) appoint an alternative Agent Bank in respect of any Series and
Class of Notes; and
(e) appoint an alternative Registrar in respect of any Series and
Class of Notes; and
(f) appoint an alternative Transfer Agent in respect of any Series
and Class of Notes,
and shall forthwith give notice of any such appointment to the
continuing Agents and the Noteholders.
12.5 AGENT MAY APPOINT SUCCESSOR
If any Agent gives notice of its resignation in accordance with Clause
12.1 and by the tenth day before the expiration of such notice a
Successor Agent has not been duly appointed, such Agent may itself,
following such consultation with the Master Issuer as is practicable in
the circumstances and with the prior written approval of the Note
Trustee and the Master Issuer (provided such failure to appoint was not
due to default by the Master Issuer), appoint as its Successor Agent any
reputable and experienced bank or financial institution and give notice
of such appointment to the Master Issuer, the remaining Agents and the
Noteholders.
12.6 RIGHTS OF SUCCESSOR AGENT
Upon the execution by the Master Issuer and any Successor Agent of an
instrument effecting the appointment of a Successor Agent, such
Successor Agent shall, without any further act, deed or conveyance,
become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of its predecessor with like effect
as if originally named as the relevant Agent herein and such
predecessor, upon payment to it of the pro rata proportion of its
administration fee and disbursements then unpaid (if any), shall
thereupon become obliged to transfer, deliver and pay over,
19
and such Successor Agent shall be entitled to receive, all monies,
records and documents (including any Definitive Notes of the relevant
Series and Class, if any) held by such predecessor hereunder.
12.7 NOTICE TO NOTEHOLDERS
The Master Issuer shall, within 30 days of the revocation of the
appointment of any Agent, the appointment of a new Agent or the
resignation of any Agent, give to the relevant Noteholders written
notice thereof in accordance with Condition 14. Any costs incurred in
connection with the publication of the revocation of the appointment of
any Agent or the appointment of any Agent shall be for the account of
the Master Issuer; any such costs incurred in connection with the
resignation of any Agent shall be for the account of the resigning
Agent.
12.8 CHANGE OF SPECIFIED OFFICE
If any Agent shall determine to change its Specified Office (which, in
the case of the Paying Agents, may only be effected within the same
city) it shall give to the Master Issuer and the Note Trustee written
notice of such determination giving the address of the new Specified
Office and stating the date on which such change is to take effect,
which date shall not be less than 30 days after the date of such notice,
provided that no such notice shall take effect within the period of 30
days before or after any Interest Payment Date. The Master Issuer shall,
within 40 days of receipt of such notice (unless the appointment is
pursuant to a revocation or termination under Clause 12.2 or Clause 12.3
above on or prior to the date of such change), give to the Noteholders
notice of such change as approved by the Note Trustee and of the address
of the Specified Office in accordance with Condition 14 but the costs of
giving such notice shall be borne by such Agent changing its office and
not by the Master Issuer.
12.9 LIMITATIONS ON RESIGNATION AND REVOCATION
Notwithstanding Clauses 12.1 and 12.2:
(a) if there is only one Paying Agent, no resignation by or
termination of the appointment of the Paying Agent shall take
effect until a new Paying Agent in respect of the affected
Series and Classes of Notes, approved in writing by the Note
Trustee, has been appointed on terms previously approved in
writing by the Note Trustee;
(b) no resignation by or termination of the appointment of any
Paying Agent shall take effect if as a result of such
resignation or termination there would cease to be a Paying
Agent in respect of the affected Series and Classes of Notes
having a Specified Office in London;
(c) no resignation or termination of the appointment of a Paying
Agent shall take effect if as a result of such resignation or
termination there would cease to be a Paying Agent in a Member
State of the European Union that is not obliged to withhold or
deduct tax pursuant to European Council Directive 2003/48/EC or
any law implementing or complying with, or introduced in order
to conform to, such Directive;
(d) no appointment or termination of the appointment of a Paying
Agent shall take effect unless and until notice thereof shall
have been given to the relevant Noteholders in accordance with
the Master Issuer Trust Deed and the Conditions;
(e) no resignation by or revocation of the appointment of the Agent
Bank shall take effect until a new Agent Bank having its
Specified Office in London has been appointed;
(f) no resignation by or termination of the appointment of the
Registrar shall take effect until a new Registrar having its
Specified Office in London has been appointed; and
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(g) the appointment of any additional Paying Agent shall be mutatis
mutandis on the terms and subject to the conditions of this
Agreement and each of the parties hereto shall co-operate fully
to do all such further acts and things and execute any further
documents as may be necessary or desirable to give effect to the
appointment of such Paying Agent.
12.10 EFFECT OF RESIGNATION, REVOCATION AND TERMINATION
Upon any resignation or revocation taking effect under Clause 12.1 or
Clause 12.2 or any termination under Clause 12.3, the relevant Agent
shall:
(a) without prejudice to any accrued liabilities and obligations, be
released and discharged from any further obligations under this
Agreement (save that it shall remain entitled to the benefit of,
and subject to, Clauses 10, 11 and 12) with respect to the
relevant Series and Classes of Notes;
(b) repay to the Master Issuer such part of any fee paid to it in
accordance with Clause 10.1 as shall relate to any period
thereafter;
(c) deliver to the Master Issuer and to its Successor Agent a copy,
certified as true and up-to-date by an officer of such Agent, of
the records maintained by it pursuant to this Agreement;
(d) forthwith transfer all monies and papers (including any unissued
Definitive Notes held by it hereunder) to its successor in that
capacity and provide reasonable assistance to its successor for
the discharge by it of its duties and responsibilities
hereunder; and
(e) in the case of a Paying Agent, pay to the Successor Paying Agent
any amount held by it for payment of principal or interest in
respect of the relevant Notes.
12.11 MERGER
Any legal entity into which any Agent is merged or converted or any
legal entity resulting from any merger or conversion to which such Agent
is a party shall, to the extent permitted by applicable law, be the
successor to such Agent without any further formality, whereupon the
Master Issuer, the Note Trustee, the other Agents and such successor
shall acquire and become subject to the same rights and obligations
between themselves as if they had entered into an agreement in the form
mutatis mutandis of this Agreement. Written notice of any such merger or
conversion shall forthwith be given by such successor to the Master
Issuer, the Note Trustee and the other Agents.
13. ASSIGNMENT
13.1 ASSIGNMENT BY THE MASTER ISSUER
The Master Issuer may assign its rights hereunder without consent
subject to and in accordance with the terms of the Master Issuer Deed of
Charge.
13.2 NO ASSIGNMENT BY AGENTS
The Agents may not assign or transfer any of their respective rights and
obligations under this Agreement without the prior written consent of
the Master Issuer and the Note Trustee, such consent not to be
unreasonably withheld or delayed.
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14. TIME
Any date or period specified herein 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.
15. NOTICES AND DEMANDS
15.1 SERVICE OF NOTICES
Any notice, communication or demand made under or in connection with
this Agreement shall be in writing and shall be delivered personally, or
by post, fax or cable to the addresses given in Clause 15.2 or at such
other address as the recipient may have notified to the other party in
writing. Proof of posting or despatch of any notice or communication
shall be deemed to be proof of receipt:
(a) in the case of a letter, on the third business day after
posting; and
(b) in the case of a facsimile on the business day of despatch.
15.2 ADDRESS
The addresses referred to in this Clause 15.2 are as follows:
(a) in the case of the Master Issuer: to Permanent Master Issuer
PLC, 00 Xxxxx Xx. Xxxxx'x, Xxxxxx XX0X 0XX (facsimile number +44
(0) 00 0000 0000) for the attention of the Directors with a copy
to Halifax plc, Xxxxxxx Xxxx (XX/0/0/XXX), Xxxxxxx, Xxxx
Xxxxxxxxx XX0 0XX (facsimile number x00 (0) 000 000 0000) for
the attention of the Head of Mortgage Securitisation;
(b) in the case of the Principal Paying Agent: to Citibank, N.A.,
London Branch, Citigroup Centre, Canada Square, Xxxxxx Xxxxx,
Xxxxxx X00 0XX (facsimile number x00 (0) 00 0000 0000) for the
attention of Agency and Trust;
(c) in the case of the Agent Bank: to Citibank, N.A., London Branch,
Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX
(facsimile number x00 (0) 00 0000 0000) for the attention of
Agency and Trust;
(d) in the case of the US Paying Agent: to Citibank, N.A., New York
Branch, 14th Floor, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 (facsimile number x0 (000) 000 0000) for the attention of
Agency and Trust;
(e) in the case of the Registrar: to Citibank, N.A., London Branch,
Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx X00 0XX
(facsimile number x00 (0) 00 0000 0000) for the attention of
Agency and Trust;
(f) in the case of the Transfer Agent: to Citibank, N.A., London
Branch, Citigroup Centre, Canada Square, Xxxxxx Xxxxx, Xxxxxx
X00 0XX (facsimile number x00 (0) 00 0000 0000) for the
attention of Agency and Trust;
(g) in the case of the Note Trustee and the Master Issuer Security
Trustee: to The Bank of New York, 00xx Xxxxx, Xxx Xxxxxx Xxxxxx,
Xxxxxx X00 0XX, (facsimile number x00 (0) 00 0000 0000) for the
attention of Global Structured Finance - Corporate Trust;
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(h) in the case of Moody's: to Xxxxx'x Investors Service, 0 Xxxxxxx
Xxxxx, Xxxxxxx Xxxx, Xxxxxx XX0X 0XX (facsimile number +44 (0)
20 7772 5400) for the attention of Asset Backed Finance;
(i) in the case of S&P: to Standard & Poor's, 00 Xxxxxx Xxxxxx, 00xx
Xxxxx, Xxxxxx X00 0XX (facsimile number x00 (0) 00 0000 0000)
for the attention of the Structured Finance Surveillance Group;
and
(j) in the case of Fitch: to Fitch Ratings Limited, 000 Xxxxxxxx
Xxxxxxxx, Xxxxxx XX0X 0XX (facsimile number +44 (0) 20 7417
6262) for the attention of SF Surveillance,
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 15.
16. MASTER ISSUER SECURITY TRUSTEE AS A PARTY
The Master Issuer Security Trustee is a party hereto solely for the
better protection of its rights in connection with the Master Issuer
Security and (save as otherwise expressly provided herein) does not
have, and shall not assume, any of the obligations or liabilities of the
other parties to this Agreement.
17. MISCELLANEOUS
17.1 COUNTERPARTS
This Agreement may be executed in any number of 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 and delivered in the place where
such last party executed this Agreement.
17.2 AMENDMENTS
This Agreement may be amended by the parties hereto, without the consent
of any Noteholder, for the purpose of curing any ambiguity or of curing,
correcting or supplementing any defective provision contained herein or
in any manner which the parties may agree is necessary or desirable,
provided that such amendment shall not be inconsistent with the
Conditions and, in the Note Trustee's sole discretion, shall not be
materially prejudicial to the Noteholders of any class.
18. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of this
Agreement, but this does not affect any right or remedy of a third party
which exists or is available apart from that Act.
19. GOVERNING LAW
19.1 GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance
with, English law.
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19.2 JURISDICTION
(a) The Agents irrevocably agree for the benefit of the Master Issuer and
the Note Trustee that the courts of England are to have jurisdiction to
settle any dispute which may arise out of or in connection with this
Agreement and that accordingly any suit, action or proceedings arising
out of or in connection with this Agreement (together referred to as
PROCEEDINGS) may be brought in the courts of England.
(b) The Agents irrevocably and unconditionally waive and agree not to raise
any objection which they may have now or subsequently to the laying of
the venue of any Proceedings in the courts of England and any claim that
any Proceedings have been brought in an inconvenient forum and further
irrevocably and unconditionally agrees that a judgement in any
Proceedings brought in the courts of England shall be conclusive and
binding upon the Agents and may be enforced in the courts of any other
jurisdiction.
(c) Nothing contained in this clause shall limit any right to take
Proceedings against any party to this Agreement in any other court of
competent jurisdiction, nor shall the taking of Proceedings in one or
more jurisdictions preclude the taking of Proceedings in any other
jurisdiction, whether concurrently or not.
(d) The US Paying Agent irrevocably and unconditionally appoints the
Principal Paying Agent at its registered office for the time being as
its agent for service of process in England in respect of any
Proceedings and undertakes that in the event of it ceasing so to act it
will appoint another person with a registered office in London as its
agent for service of process.
(e) The Paying Agents:
(i) agree to procure that, so long as any Notes remains liable to
prescription, there shall be in force an appointment of such a
person approved by the Note Trustee with an office in London
with authority to accept service as aforesaid;
(ii) agree that failure by any such person to give notice of such
service of process to the relevant Paying Agent shall not impair
the validity of such service or of any judgement based thereon;
(iii) consent to the service of process in respect of any Proceedings
by the airmailing of copies, postage prepaid, to the relevant
Paying Agent in accordance with Clause 15; and
(iv) agree that nothing in this Agreement shall affect the right to
serve process in any other manner permitted by law.
19.3 APPROPRIATE FORUM
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 such court is not a
convenient or appropriate forum.
19.4 NON-EXCLUSIVITY
The submission to the jurisdiction of the courts of England shall not
(and shall not be construed so as to) limit the right of the parties or
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) if and to the extent
permitted by law.
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20. EXCLUSION OF LIABILITY
The Note Trustee is a party to this Agreement only to receive the
benefit of the provisions in this Agreement and has no liability under
this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first mentioned above.
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SCHEDULE 1
SPECIFIED OFFICES OF THE AGENTS
THE PRINCIPAL PAYING AGENT
Citigroup Centre
Canada Square
Xxxxxx Xxxxx
Xxxxxx
X00 0XX
THE US PAYING AGENT
Citibank N.A.
14th Floor
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
THE AGENT BANK
Citigroup Centre
Canada Square
Xxxxxx Xxxxx
Xxxxxx
X00 0XX
THE REGISTRAR
Citigroup Centre
Canada Square
Xxxxxx Xxxxx
Xxxxxx
X00 0XX
THE TRANSFER AGENT
Citigroup Centre
Canada Square
Xxxxxx Xxxxx
Xxxxxx
X00 0XX
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SCHEDULE 2
REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
REGISTRATION OF THE REGISTERED DEFINITIVE NOTES
1. In this Schedule, any reference to NOTE or NOTES shall be construed as a
reference to a Definitive Note in registered form. The Notes are in
Authorised Denominations.
2. Subject to paragraph 6 below, a Note may be transferred by execution of
the relevant form of transfer under the hand of the transferor or, where
the transferor is a corporation, under its common seal or under the hand
of two of its officers duly authorised in writing. Where the form of
transfer is executed by an attorney or, in the case of a corporation,
under seal or under the hand of two of its officers duly authorised in
writing, a copy of the relevant power of attorney certified by a
financial institution in good standing or a notary public or in such
other manner as the Registrar may require or, as the case may be, copies
certified in the manner aforesaid of the documents authorising such
officers to sign and witness the affixing of the seal must be delivered
with the form of transfer. In this Schedule, TRANSFEROR shall, where the
context permits or requires, include joint transferors and shall be
construed accordingly.
3. Each Note to be transferred or exchanged must be surrendered for
registration, together with a duly completed and executed form of
transfer (including any certification as to compliance with restrictions
on transfer included in such form of transfer) at the Specified Office
of the Paying Agents, the Registrar or the Transfer Agent, together with
such evidence as the Paying Agents, the Registrar or the Transfer Agent
may reasonably require to prove the title of the transferor and the
authority of the persons who have executed the form of transfer. The
signature of the person effecting a transfer or exchange of a Note shall
conform to any list of duly authorised specimen signatures supplied by
the holder of such Note or be certified by a financial institution in
good standing, notary public or in such other manner as the Paying
Agents, the Registrar or the Transfer Agent may require.
4. No Noteholder may require the transfer of a Note to be registered during
the period of 15 calendar days ending on an Interest Payment Date in
respect of such Note.
5. The executors or administration of a deceased holder of any Notes (not
being one of several joint holders) and, in the case of the death of one
or more of several joint holders, the survivor or survivors of such
joint holders, shall be the only persons recognised by the Master Issuer
as having any title to such Notes.
6. Any person becoming entitled to any Notes in consequence of the death or
bankruptcy of the holder of such Notes may, upon producing such evidence
that he or she holds the position in respect of which he or she proposes
to act under this paragraph or of his or her title as the Paying Agents,
the Registrar or the Transfer Agent shall require (including legal
opinions), become registered himself or herself as the holder of such
Notes or, subject to the provisions of these Regulations, the Notes and
the relevant Conditions as to transfer, may transfer such Notes. The
Master Issuer, the Transfer Agent, the Registrar and the Paying Agents
shall be at liberty to retain any amount payable upon the Notes to which
any person is so entitled until such person shall be registered as
aforesaid or shall duly transfer the relevant Notes.
7. Unless otherwise required by him or her and agreed by the Master Issuer,
the holder of any Notes shall be entitled to receive only one Note in
respect of his or her holding.
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8. The joint holders of any Note shall be entitled to one Note only in
respect of their joint holding which shall, except where they otherwise
direct, be delivered to the joint holder whose name appears first in the
Register in respect of the joint holding.
9. Where there is more than one transferee (to hold other than as joint
holders), separate forms of transfer (obtainable from the specified
office of a Paying Agent, the Registrar or the Transfer Agent) must be
completed in respect of each new holding.
10. Where a holder of Notes has transferred part only of his or her holding
comprised therein, there shall be delivered to him or her a new Note in
respect of the balance of such holding.
11. The Master Issuer, the Transfer Agent, a Paying Agent and the Registrar
shall, save in the case of the issue of replacement Notes pursuant to
the Conditions, make no charge to the holders for the registration of
any holding of Notes or any transfer thereof or for the issue of any
Notes or for the delivery thereof at the Specified Office of the
Transfer Agent, such Paying Agent or the Registrar or by uninsured post
to the address specified by the holder, but such registration, transfer,
issue or delivery shall be effected against such indemnity from the
holder or the transferee thereof as the Paying Agents, the Registrar or
the Transfer Agent may require in respect of any tax or other duty of
whatever nature which may be levied or imposed in connection with such
registration, transfer, issue or delivery.
12. Provided a transfer of a Note is duly made in accordance with all
applicable requirements and restrictions upon transfer and the Note(s)
transferred are presented to the Transfer Agent and/or a Paying Agent in
accordance with the Master Issuer Paying Agent and Agent Bank Agreement
and these Regulations and subject to unforeseen circumstances beyond the
control of the Transfer Agent, a Paying Agent or the Registrar arising,
such Transfer Agent, Paying Agent and the Registrar will, within five
business days of the request for transfer being duly made, deliver at
its Specified Office or despatch to the transferee by uninsured post (at
the request and risk of the transferee) to such address as the
transferee entitled to the Notes may have specified, a Note in respect
of which entries have been made in the Register, all formalities
complied with and the name of the transferee completed on the Note by or
on behalf of the Registrar; and, for the purposes of this paragraph,
BUSINESS DAY means a day (other than a Saturday or a Sunday) on which
commercial banks are open for business (including dealings in foreign
currencies) in the cities in which the Paying Agents, the Registrar and
the Transfer Agent have their respective Specified Office.
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SIGNATORIES
MASTER ISSUER
SIGNED by ) /s/ Xxxxxxx Xxxxxxx
for and on behalf of )
PERMANENT MASTER ISSUER PLC )
PRINCIPAL PAYING AGENT
SIGNED by ) /s/ Xxxxxxxx Xxxxxxxx
for and on behalf of )
CITIBANK, N.A., LONDON BRANCH )
AGENT BANK
SIGNED by ) /s/ Xxxxxxxx Xxxxxxxx
for and on behalf of )
CITIBANK, N.A., LONDON BRANCH )
US PAYING AGENT
SIGNED by ) /s/ Xxxxxxxx Xxxxxxxx
for and on behalf of )
CITIBANK, N.A., NEW YORK BRANCH )
REGISTRAR
SIGNED by ) /s/ Xxxxxxxx Xxxxxxxx
for and on behalf of )
CITIBANK, N.A., LONDON BRANCH )
TRANSFER AGENT
SIGNED by ) /s/ Xxxxxxxx Xxxxxxxx
for and on behalf of )
CITIBANK, N.A., LONDON BRANCH )
NOTE TRUSTEE
SIGNED by ) /s/ Xxxx Xxxxxxx
for and on behalf of )
THE BANK OF NEW YORK )
29
MASTER ISSUER SECURITY TRUSTEE
SIGNED by ) /s/ Xxxx Xxxxxxx
for and on behalf of )
THE BANK OF NEW YORK )
30
