Exhibit 4.7
Dated [o] January 2005
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GRANITE MASTER ISSUER PLC
CITIBANK, N.A.
as Principal Paying Agent,
Agent Bank, Registrar and Transfer Agent
CITIBANK, N.A. (NEW YORK BRANCH)
as US Paying Agent
- and -
THE BANK OF NEW YORK
as Note Trustee and Issuer Security Trustee
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ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
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SIDLEY XXXXXX XXXXX & XXXX
WOOLGATE EXCHANGE
00 XXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
CONTENTS
1. Definitions and Interpretation.......................................1
2. Appointment of the Agents............................................2
3. The Issuer Notes; Authentication.....................................2
4. Duties of Agents.....................................................4
5. Exchanges of Global Note Certificates and Delivery of Individual
Note Certificates....................................................7
6. Replacement Note Certificates........................................8
7. Payments to the Paying Agents........................................9
8. Payments to Noteholders.............................................11
9. Transfers of Issuer Notes...........................................13
10. Miscellaneous Duties of the Agents..................................14
11. Agents to act for Note Trustee......................................17
12. Fees and Expenses...................................................18
13. Terms of Appointment................................................18
14. No Liability for Consequential Loss.................................20
15. Termination of Appointment..........................................20
16. Non-Petition and Limited Recourse...................................24
17. Notices.............................................................25
18. Third Party Rights..................................................26
19. Time of the Essence.................................................26
20. Variation and Waiver................................................26
21. Execution in Counterparts; Severability.............................26
22. Governing Law and Jurisdiction; Process Agent; Appropriate Forum....26
23. Exclusion of Liability..............................................27
SCHEDULE 1 SPECIFIED OFFICES OF THE AGENTS................................28
SCHEDULE 2 REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
REGISTRATION OF THE ISSUER NOTES..............................29
SCHEDULE 3 - FORM OF CALCULATION AGENCY AGREEMENT.........................33
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THIS AGREEMENT is made on [o] January 2005
BETWEEN:
(1) GRANITE MASTER ISSUER PLC (registered number 5250668), a public
limited company incorporated under the laws of England and Wales whose
registered office is Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX as
Master Issuer;
(2) CITIBANK, N.A., acting through its office at 0 Xxxxxxxxx Xxxxxx,
Xxxxxx XX0X 0XX in its capacity as (1) Principal Paying Agent (2)
Agent Bank (3) Registrar and (4) Transfer Agent;
(3) CITIBANK, N.A., acting through its office at Agency and Trust, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, X.X. 00000, X.X.X. in its capacity as US
Paying Agent; and
(4) THE BANK OF NEW YORK, acting through its office at 00xx Xxxxx, Xxx
Xxxxxx Xxxxxx, Xxxxxx X00 0Xx in its capacity as (1) Note Trustee and
(2) Issuer Security Trustee.
WHEREAS:
By a resolution of a duly authorised Board of Directors of the Master Issuer
passed on [o] January 2005, the Master Issuer resolved to establish a
programme pursuant to which the Master Issuer may, from time to time, issue
Issuer Notes constituted by the Issuer Trust Deed and secured by the Issuer
Deed of Charge.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 The provisions of:
(a) the Programme Master Definitions Schedule signed for the purposes
of identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx
LLP on [o] January 2005, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Xxxxxx Xxxxx & Xxxx and Xxxxx & Xxxxx
LLP on [o] January 2005,
(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 specified above shall prevail
to the extent that it conflicts with the Programme Master Definitions
Schedule.
1.2 Where the context permits, references in this agreement to an "Issuer
Note" shall mean, while any Series and Class of Issuer Notes are
represented by a Global Note Certificate, such Global Note
Certificate, and while any Series and Class of Issuer Notes are
represented by one or more Individual Note Certificates, such
Individual Note Certificates.
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1.3 Where the context permits, references in this agreement to the
"Holder" of an Issuer Note means the person in whose name such Issuer
Note is for the time being registered in the Register (or, in the case
of a joint holding, the first named thereof) and "Noteholder" shall be
construed accordingly.
2. Appointment of the Agents
2.1 Appointment: Upon and subject to the terms of this Agreement, the
Master Issuer and, for the purposes of Clause 11 (Agents to act for
Note Trustee) only, the Note Trustee hereby appoint, for the purposes
specified in, and to carry out their respective duties under, this
Agreement and under the Issuer Conditions on a several but not joint
basis:
(a) the Principal Paying Agent acting through its Specified Office as
principal paying agent in respect of the Reg S Notes;
(b) the US Paying Agent acting through its Specified Office as paying
agent in the United States in respect of the US Notes;
(c) the Agent Bank acting through its Specified Office as agent bank
for the purpose of determining interest payable in respect of the
Issuer Notes;
(d) the Registrar acting through its Specified Office as registrar
for the Issuer Notes; and
(e) the Transfer Agent acting through its Specified Office as
transfer agent for the Issuer Notes.
2.2 Obligations of Agents: The obligations of the Agents under this
Agreement shall be several and not joint.
2.3 Acceptance of appointment by Paying Agents and Agent Bank: Each of the
Principal Paying Agent, the US Paying Agent and the Agent Bank accepts
its appointment as agent of the Master Issuer and, for the purpose of
Clause 11 (Agents to act for Note Trustee) only, the Note Trustee in
relation to the Issuer Notes and agrees to comply with the provisions
of this Agreement and to perform its duties under the Issuer
Conditions.
2.4 Acceptance of appointment by Registrar and Transfer Agent: Each of the
Registrar and the Transfer Agent accepts its appointment as agent of
the Master Issuer and, for the purpose of Clause 11 (Agents to act for
Note Trustee) only, the Note Trustee in relation to the Issuer Notes
and agrees to comply with the provisions of this Agreement and to
perform its duties under the Issuer Conditions.
3. The Issuer Notes; Authentication
3.1 Global Note Certificates: The US Notes will be initially offered and
sold pursuant to a Registration Statement filed with the SEC. Each
Series and Class of US Notes will be issued in fully registered global
form and be initially represented by a Global Note Certificate and
which, in aggregate, will represent the aggregate Principal Amount
Outstanding of such US Notes. The Reg S Notes will be initially
offered and sold
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outside the United States to non-US persons pursuant to Reg S. Each
Series and Class of Reg S Notes will be issued in fully registered
global form and be initially represented by a Global Note Certificate
and which, in aggregate, will represent the aggregate Principal Amount
Outstanding of the Reg S Notes. Each Global Note Certificate shall be
substantially in the form set out in Schedule 1 (Form of Global Note
Certificates) to the Issuer Trust Deed. The Global Certificates shall
be executed manually or in facsimile by an Authorised Signatory of the
Master Issuer and authenticated manually by or on behalf of the
Registrar.
3.2 Individual Note Certificates: The Global Note Certificates will be
exchangeable for Individual Note Certificates in the circumstances
described therein. If the Master Issuer is required to deliver
Individual Note Certificates pursuant to the terms of the relevant
Global Note Certificate and the Issuer Trust Deed, each Individual
Note Certificate shall:
(a) be printed or typewritten in accordance with all applicable legal
and stock exchange requirements;
(b) be in substantially the form set out in Schedule 2 (Form of
Individual Note Certificates) to the Issuer Trust Deed;
(c) be in registered form and, in each case, in an Authorised
Denomination;
(d) bear a unique serial number; and
(e) be executed manually or in facsimile by an Authorised Signatory
of the Master Issuer and authenticated manually by or on behalf
of the Registrar.
3.3 Facsimile signatures on Note Certificates: The Master Issuer may use
for the purposes of executing any Note Certificate, 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 Note Certificate, such person no longer
holds (for whatever reason including death) the relevant office and
any Note Certificate so executed and authenticated will be valid and
binding obligations of the Master Issuer. No Note Certificate
representing an Issuer Note shall be valid for any purpose until it
has been authenticated by or on behalf of the Registrar in accordance
with this Agreement and the Issuer Trust Deed.
3.4 Authentication and Deposit of Global Note Certificates: Subject to
Clause 3.5 (Master Global Note Certificate), following receipt of a
faxed copy of a Note Supplement signed by the Master Issuer, the
Master Issuer authorises the Registrar, and the Registrar agrees, on
behalf of the Master Issuer to prepare a Global Note Certificate in
respect of each Series and Class of Issuer Notes specified in such
Note Supplement by attaching a copy of the Note Supplement to a copy
of the signed master Global Note Certificate. The Registrar shall, on
or about the applicable Closing Date, authenticate each Global Note
Certificate in accordance with Clause 3.1 (Global Note Certificates).
The Reg S Global Note Certificates shall be registered in the name of
Citivic Nominees Limited as nominee for, and shall be deposited on or
about the relevant Closing Date with, the Common Depositary. The US
Global Note Certificates shall be registered in the name of Cede & Co.
as nominee of DTC, and shall be deposited on or about the relevant
Closing Date with, the DTC Custodian.
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The Master Issuer shall also arrange, on written request, for such
unauthenticated Global Note Certificates as are required to enable the
Registrar and Transfer Agent to perform their obligations under Clause
6 (Replacement Note Certificates) and Clause 9 (Transfers of Issuer
Notes) to be made available to or to the order of the Registrar from
time to time. Participants in DTC, Euroclear and Clearstream,
Luxembourg shall have no rights under this Agreement with respect to
the Global Note Certificates and DTC, Euroclear, Clearstream,
Luxembourg or their respective nominees may be treated by the Master
Issuer or any Agent as the absolute owner of each Global Note
Certificate for all purposes under this Agreement. Notwithstanding the
foregoing, nothing in this Agreement shall impair, as between DTC,
Euroclear and Clearstream, Luxembourg and their respective
participants, the operation of customary practices governing the
exercise of the rights of a Holder of any Issuer Note.
3.5 Master Global Note Certificate: the Registrar shall only be required
to perform its obligations under Clause 3.4 (Authentication and
Deposit of Global Note Certificates) if it holds a master Global Note
Certificate duly executed by a person or persons duly authorised to
execute the same on behalf of the Master Issuer, which may be used by
the Registrar for the purposes of preparing Global Note Certificates
in accordance with Clause 3.4 (Authentication and Deposit of Global
Note Certificates).
3.6 Availability of Individual Note Certificates: If the Master Issuer is
required to deliver Individual Note Certificates pursuant to the terms
of the Global Note Certificates (or either of them) and the Issuer
Trust Deed, the Master Issuer shall promptly arrange for a stock of
Individual Note Certificates (both bearing and not bearing the
Regulation S Legend, and, in either case, unauthenticated and with the
names of the registered holders left blank but otherwise complete and
executed on behalf of the Master Issuer) 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 3.2 (Individual
Note Certificates) of the Issuer Trust Deed for authentication in
accordance with Clause 3.2 (Individual Note Certificates). The Master
Issuer shall also arrange for such Individual Note Certificates as are
required to enable the Registrar and the Transfer Agent to perform
their respective obligations under Clause 5 (Exchanges of Global Note
Certificates and Delivery of Individual Note Certificates), Clause 9
(Transfers of Issuer Notes) and Clause 6 (Replacement Note
Certificates) to be made available to or to the order of the Registrar
and the Transfer Agent from time to time.
4. Duties of Agents
4.1 Duties of the Agent Bank: The Agent Bank shall perform such duties at
its Specified Office as are set forth in this Agreement and in the
Issuer Conditions and such other duties as are reasonably incidental
thereto at the request of the Master Issuer or the Registrar or the
Paying Agents (or for the purposes of Clause 11 (Agents to act for
Note Trustee), the Note Trustee) and agrees to comply with the
provisions of Condition 4 (Interest). In particular and save as
hereinafter provided, the Agent Bank shall:
(a) act as Calculation Agent in respect of Issuer Notes (including,
without limitation, Index Linked Issuer Notes and Dual Currency
Issuer Notes) where named as such in the applicable Note
Supplement;
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(b) in respect of a Series and Class of Issuer Notes, unless
otherwise specified in the applicable Note Supplement, make all
the determinations and calculations which it is required to make
under the Issuer Conditions, all subject to and in accordance
with the Issuer Conditions;
(c) as soon as possible after determining the Rate of Interest,
Interest Amount and Payment Date in respect of a Series and Class
of Notes and all other amounts, rates and dates, which it is
obliged to determine or calculate under the Issuer Conditions
(or, in no event later than the fourth Business Day thereafter),
cause such Rate of Interest, Interest Amount, Payment Date and
such other amounts, rates and dates which it is obliged to
determine under the Issuer Conditions to be notified to the
Master Issuer, the Note Trustee, the Issuer Security Trustee, the
Account Bank, the Issuer Account Bank, the Registrar, the Paying
Agents, the Issuer Cash Manager and (in respect of a Series and
Class of Notes listed on a Stock Exchange) the London Stock
Exchange (or other stock exchange or, as the case may be, listing
authority that it may be notified of pursuant to Clause 4.4
(Listing)), specifying 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
calculations in relation to such Series and Class of Issuer Notes
in accordance with the Issuer Conditions;
(d) cause notice of the Rate of Interest, Interest Amounts, Payment
Dates and such other amounts, rates and dates which it is obliged
to determine under the Issuer Conditions in respect of each
Series and Class of Issuer Notes for each Interest Period to be
published in accordance with the Issuer Conditions;
(e) where applicable, determine LIBOR in accordance with Condition 4
(Interest) and notify the Funding 2 GIC Provider and the Issuer
GIC Provider of the LIBOR rate which shall apply for the relevant
Interest Period;
(f) maintain such records of the quotations obtained and all rates
determined and all calculations made by it and make such records
available for inspection at all reasonable times by the Master
Issuer, the Issuer Cash Manager, the other Agents, the Issuer
Security Trustee and the Note Trustee.
4.2 Interest determination:
(a) Where the Screen Rate Determination is specified in the
applicable Note Supplement as the manner in which the Rate of
Interest for a Series and Class of Issuer Notes is to be
determined, the Rate of Interest for such Issuer Notes for each
Interest Period will, subject as provided below, be either:
(i) the offered quotation (if there is only one quotation on
the Relevant Screen Page); or
(ii) the arithmetic mean (rounded if necessary to the fifth
decimal place, with 0.000005 being rounded upwards) of the
offered quotations,
(b) (expressed as a percentage rate per annum), for the Reference
Rate(s) which appears or appear, as the case may be, on the
Relevant Screen Page as at the
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Specified Time on the Determination Date in question plus or
minus (as indicated in the applicable Note Supplement) the Margin
(if any), all as determined by the Agent Bank. If five or more
offered quotations are available on the Relevant Screen Page, the
highest (or, if there is more than one highest quotation, one
only of those quotations) and the lowest (or, if there is more
than one lowest quotation, one only of those quotations) shall be
disregarded by the Agent Bank for the purpose of determining the
arithmetic mean (rounded as provided above) of the offered
quotations.
(c) If the Relevant Screen Page is not available or if, in the case
of clause 4.2(a)(i), no offered quotation appears or if, in the
case of clause 4.2(a)(ii), fewer than three offered quotations
appear, in each case as at the Specified Time, the Agent Bank
shall request each of the Reference Banks to provide the Agent
Bank with its offered quotation (expressed as a percentage rate
per annum) for the Reference Rate at approximately the Specified
Time on the Determination Date in question. If two or more of the
Reference Banks provide the Agent Bank with offered quotations,
the Rate of Interest for the Interest Period shall be the
arithmetic mean (rounded if necessary to the fifth decimal place,
with 0.000005 being rounded upwards) of the offered quotations
plus or minus (as appropriate) the Margin (if any), all as
determined by the Agent Bank.
(d) If on any Determination Date one only or none of the Reference
Banks provides the Agent Bank with an offered quotation as
provided in the preceding paragraph, the Rate of Interest for the
relevant Interest Period shall be the rate per annum which the
Agent Bank determines as being the arithmetic mean (rounded if
necessary to the fifth decimal place, with 0.000005 being rounded
upwards) of the rates, as communicated to (and at the request of)
the Agent Bank by the Reference Banks or any two or more of them,
at which such banks were offered, at approximately the Specified
Time on the relevant Determination Date, deposits in the
Specified Currency for a period equal to that which would have
been used for the Reference Rate by leading banks in the London
inter-bank market (if the Reference Rate is LIBOR) or the
Euro-zone inter-bank market (if the Reference Rate is EURIBOR)
plus or minus (as appropriate) the Margin (if any) or, if fewer
than two of the Reference Banks provide the Agent Bank with
offered rates, the offered rate for deposits in the Specified
Currency for a period equal to that which would have been used
for the Reference Rate, or the arithmetic mean (rounded as
provided above) of the offered rates for deposits in the
Specified Currency for a period equal to that which would have
been used for the Reference Rate, at which, at approximately the
Specified Time on the relevant Determination Date, any one or
more banks (which bank or banks is or are in the opinion of the
Master Issuer suitable for the purpose) informs the Agent Bank it
is quoting to leading banks in the London inter-bank market (if
the Reference Rate is LIBOR) or the Euro-zone inter-bank market
(if the Reference Rate is EURIBOR) plus or minus (as appropriate)
the Margin (if any), provided that, if the Rate of Interest
cannot be determined in accordance with the foregoing provisions
of this paragraph, the Rate of Interest cannot be determined in
accordance with the foregoing provisions of this paragraph, the
Rate of Interest shall be determined as at the last preceding
Determination
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Date (though substituting, where a different Margin is to be
applied to the relevant Interest Period from that which applied
to the last preceding Interest Period, the Margin relating to the
relevant Interest Period in place of the Margin relating to that
last preceding Interest Period.
(e) If the Reference Rate from time to time in respect of a Series
and Class of Floating Rate Issuer Notes is specified in the
applicable Note Supplement as being other than LIBOR or EURIBOR,
the Rate of Interest in respect of such Issuer Notes will be
determined as provided in the applicable Note Supplement.
4.3 Calculation Agent: Determinations with regards to Issuer Notes
(including, without limitation, Index Linked Issuer Notes) required to
be made by a Calculation Agent specified in the applicable Note
Supplement shall be made in the manner so specified. Unless otherwise
agreed between the Master Issuer and the Lead Manager(s) or unless the
Agent Bank is the Calculation Agent (in which case the provisions of
this Agreement shall apply), those determinations shall be made on the
basis of a calculation agency agreement substantially in the form of
Schedule 3 hereto. The terms of any Series and Class of Issuer Notes
may specify additional duties and obligations of any Agent, the
performance of which will be agreed between the Master Issuer and the
relevant Agent prior to the relevant Closing Date.
4.4 Listing: A Series of the Issuer Notes, on issue, may be admitted to
the Official List of the UK Listing Authority and admitted to trading
on the London Stock Exchange. The Master Issuer will advise the Agent
Bank and the Note Trustee in writing if such listing is withdrawn or
if any Series and Class of Issuer Notes become listed by any other
listing authority or, as the case may be, admitted to trading on any
other stock exchange.
4.5 Duties of the Registrar and the Transfer Agent: The Registrar and the
Transfer Agent shall hold or shall procure the holding in safe custody
of any unauthenticated Global Note Certificates delivered to it in
accordance with Clause 3.4 (Authentication, and Deposit of Global Note
Certificates) and any Individual Note Certificates delivered to it in
accordance with Clause 3.5 (Availability of Individual Note
Certificates) and shall ensure that such Global Note Certificates and
Individual Note Certificates are authenticated and delivered only in
accordance with the terms of this Agreement, the Issuer Trust Deed,
the Global Note Certificates and the Issuer Conditions.
4.6 Authority to authenticate: Each of the Registrar, the Transfer Agent
or their designated agent is authorised and instructed by the Master
Issuer to authenticate any Note Certificate as may be required to be
authenticated hereunder by the signature of any of its officers or any
other person duly authorised for the purpose by the Registrar or (as
the case may be) the Transfer Agent.
5. Exchanges of Global Note Certificates and Delivery of Individual Note
Certificates
5.1 Exchange of Global Note Certificates for Individual Note Certificates
and Delivery of Individual Note Certificates: A Global Note
Certificate may only be exchanged for Individual Note Certificates in
the circumstances set forth in the Global Note
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Certificate and set out in Clause 3.3 (Individual Note Certificates)
of the Issuer Trust Deed. If any Global Note Certificate becomes
exchangeable for Individual Note Certificates in accordance with its
terms, the Registrar shall, subject to its having received any
certificates required by the terms of the relevant Global Note
Certificate, against surrender of such Global Note Certificate to it
or to its order, authenticate and deliver in accordance with this
Agreement, the Global Note Certificates, the Issuer Conditions and the
Issuer Trust Deed, Individual Note Certificates, provided that in no
circumstances shall the aggregate principal amount of such Individual
Note Certificates exceed the aggregate principal amount of the
relevant Global Note Certificate. The Individual Note Certificates so
issued in exchange for any Global Note Certificate shall be issued in
such names as the DTC Custodian or the Common Depositary, as the case
may be, (based on the instructions of DTC, Euroclear and Clearstream,
Luxembourg) shall instruct the Registrar and the Registrar shall, in
accordance with this Agreement, the Global Notes, the Issuer
Conditions and the Issuer Trust Deed, deliver or cause to be delivered
to the persons designated in such instructions Individual Note
Certificates of the relevant class in the appropriate principal
amounts and the Registrar will enter the names and addresses of such
persons on the Register. Individual Note Certificates issued in
exchange for a Reg S Global Note Certificate pursuant to this Clause
5.1 (Exchange of Global Note Certificates for Individual Note
Certificates) shall bear the Regulation S Legend and shall be subject
to all restrictions on transfer contained therein to the same extent
as the Global Note Certificate so exchanged.
5.2 Exchange of Global Note Certificates: Global Note Certificates may
also be exchanged or replaced, in whole or in part, as provided in
Clause 6 (Replacement Note Certificates). Every Global Note
Certificate authenticated and delivered in exchange for, or in lieu
of, another Global Note Certificate or any portion thereof, pursuant
to Clause 6 (Replacement Note Certificates) hereof, shall be
authenticated and delivered in the form of, and shall be, a Global
Note Certificate. A Global Note Certificate may not be exchanged for
another Global Note Certificate other than as provided in this Clause
5 (Exchanges of Global Note Certificates and Delivery of Individual
Note Certificates).
6. Replacement Note Certificates
6.1 Delivery of Replacements: Subject to and in accordance with this
Clause 6 (Replacement Note Certificates) and Condition 13 (Replacement
of Notes) and receipt of replacement Global Note Certificates and/or
Individual Note Certificates (as the case may be), the Registrar or
the Transfer Agent, as the case may be 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, the
Transfer Agent and the Registrar may reasonably require and otherwise
as required by Condition 13 (Replacement of Notes), as necessary),
complete, authenticate and deliver, or procure the authentication and
delivery on their behalf of, a Global Note Certificate or, as the case
may be, an Individual Note Certificate, as a replacement for (and
being an Issuer Note in the same form as) the relevant Global Note
Certificate or, as the case may be, Individual Note Certificate which
the Master Issuer has determined to issue as a replacement for any
Global Note Certificate or Individual Note Certificate which has been
mutilated or defaced or which is alleged to have been destroyed,
stolen or lost
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and the Registrar shall, in addition, as promptly as is practicable,
enter such details on the Register; provided, however, that neither
the Registrar nor the Transfer Agent shall deliver any Global Note
Certificate or Individual Note Certificate as a replacement for any
Global Note Certificate or Individual Note Certificate which has been
mutilated or defaced otherwise than against surrender of the same and
shall not issue any replacement Global Note Certificate or Individual
Note Certificate until the applicant has furnished the Master Issuer,
Registrar or Transfer Agent, as the case may be, with such evidence
and indemnity as the Master Issuer and the Transfer Agent or the
Registrar (as the case may be) may reasonably require and has paid
such costs and expenses as may be incurred in connection with such
replacement.
6.2 Replacements to be numbered: Each replacement Global Note Certificate
or Individual Note Certificate delivered hereunder shall bear a unique
serial number.
6.3 Cancellation and destruction: Each of the Registrar and the Transfer
Agent, as the case may be, shall cancel and destroy each mutilated or
defaced Note Certificate surrendered to it in respect of which a
replacement has been delivered and the Registrar shall, in addition,
as promptly as is practicable, enter such details on the Register.
6.4 Notification: The Registrar or the Transfer Agent, as the case may be,
shall notify the Master Issuer, the other Agents and the Note Trustee
of the delivery by it in accordance herewith of any replacement Note
Certificate, specifying the serial number thereof and the serial
number (if any and if known) of the Note Certificate which it replaces
and confirm (if such is the case) that the Note Certificate which it
replaces has been cancelled or destroyed.
7. Payments to the Paying Agents
7.1 Master Issuer to pay the Paying Agents: In order to provide for the
payment of interest and principal in respect of a Series and Class of
Issuer Notes as the same becomes due and payable in accordance with
the Issuer Conditions and the Issuer Trust Deed, the Master Issuer
shall pay to the Paying Agents or otherwise cause the Paying Agents to
receive on or before the date on which such payment becomes due, an
amount which is equal to the amount of principal and interest then
falling due in respect of such Series and Class of Issuer Notes on
such Payment Date.
7.2 Manner and Time of Payment: The Master Issuer shall, not later than
10.00 a.m. (London time) or, in the case of any payment in dollars,
10.00 a.m. (New York time) on each Payment Date, or other date on
which any payment of principal and interest in respect of a Series and
Class of Issuer Notes becomes due, unconditionally pay or cause to be
unconditionally paid to the Paying Agents by credit transfer such
amounts in the relevant currency, in immediately available funds or,
as the case may be, same day freely-transferable funds as may be
required for the purpose of paying interest and (to the extent
applicable) principal under such Series and Class of Issuer Notes
(after taking account of any cash then held by the Paying Agents and
available for the purpose), such amounts to be paid to the credit of
such accounts of the Paying Agents with such banks in the principal
financial centre in the country of the relevant currency (which, if
the relevant currency is Australian dollars, New Zealand dollars or
euro shall be Sydney, Auckland and London, respectively) as shall be
notified to the
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Master Issuer, the Issuer Cash Manager and to the Note Trustee by the
Paying Agents in writing not less than two weeks before the first
payment is due to be made to the Noteholders. Each Paying Agent shall
notify the Master Issuer, the Issuer Security Trustee, the Issuer Cash
Manager and/or the Note Trustee in writing, 15 Business Days prior to
any change of those accounts, or any of them.
7.3 Notification of Payment by Master Issuer: The Master Issuer shall
procure that each bank or other person effecting payment for it in
accordance with Clause 7.2 (Manner and Time of Payment) shall by not
later than 2.00 p.m. (Local time) on the second Business Day before
the due date of each payment under Clause 7.2 (Manner and Time of
Payment) confirm by tested telex, facsimile or authenticated SWIFT
message to the Paying Agents that it has issued irrevocable payment
instructions for the transfer of the relevant sum due to the relevant
account of the Paying Agents.
7.4 Confirmation of Amounts Payable in respect of the Issuer Notes: The
Master Issuer shall by not later than 2.00 p.m. (Local time) on the
second Business Day before each Payment Date, or other date on which
any payment is due under Clause 7.2 (Manner and Time of Payment),
notify, or procure the notification by the Issuer Cash Manager or
other person on behalf of the Master Issuer to, the Paying Agents, the
Note Trustee and the Registrar of the amount of interest and/or
principal (as the case may be) payable to Noteholders in accordance
with the Issuer Conditions in respect of each Series and Class of
Issuer Notes on such Payment Date, or other date in question and the
apportionment of such amount as between principal and interest. All
such amounts shall be payable subject to and in accordance with the
Issuer Priority of Payments.
7.5 Exclusion of Liens and Interest: Save as expressly provided otherwise
in this Agreement, the Paying Agents shall be entitled to deal with
each amount paid to them under this Clause 7 (Payments to the Paying
Agents) in the same manner as other amounts paid to them as bankers by
their customers; provided, however, that:
(a) they shall not exercise against the Master Issuer any lien, right
of set-off or similar claim in respect thereof;
(b) they shall not be liable to any person for interest thereon; and
(c) funds received by the Paying Agents for the payment of any sums
due in respect of any Issuer Notes shall be segregated only to
the extent required by law.
7.6 Application by Paying Agents: The Paying Agents shall apply (or direct
or cause the application of) each amount paid to them under this
Clause 7 (Payments to the Paying Agents) in accordance with Clause 8
(Payments to Noteholders) 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 Issuer Conditions in which
event they shall repay to the Master Issuer such portion of such
amount as relates to such payment, by paying the same by credit
transfer in the relevant currency to such account with such bank as
the Master Issuer has by notice to the Paying Agents specified for the
purpose.
7.7 Notification if Funds Not Received on Payment Date: Each Paying Agent
shall forthwith notify the Master Issuer, the Issuer Cash Manager, the
Issuer Security
10
Trustee and the Note Trustee and the other Agents if it has not, by
the due date of payment to it specified in Clause 7.2 (Manner and Time
of Payment), received unconditionally the full amount required for any
payment.
8. Payments to Noteholders
8.1 Payments in respect of Issuer Notes: Each Paying Agent acting through
its Specified Office shall make payments of interest and principal in
respect of a Series and Class of Issuer Notes in accordance with the
Issuer Conditions and so long as such Issuer Notes are evidenced by a
Global Note Certificate, the terms thereof, provided however, that:
(a) no Paying Agent will make any payment of interest or principal in
respect of any Series and Class of Issuer Notes in an amount
which is greater than the amount of interest or principal payable
in accordance with the Issuer Conditions in respect of such
Series and Class of Issuer Notes and notified to the Paying
Agents in accordance with Clause 7.4 (Confirmation of Amounts
Payable in respect of the Issuer Notes);
(b) whilst any Series and Class of Issuer Notes continue to be
represented by a Global Note Certificate, all payments of
principal or interest (as the case may be) due in respect of such
Series and Class of Issuer Notes will be payable to, or to the
order of, DTC or its nominee or Euroclear, Clearstream Luxembourg
or their nominee;
(c) if any Note Certificate is presented or surrendered for payment
to any 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;
(d) each Paying Agent shall cancel each Note Certificate against
presentation and surrender of which it has made full payment and
shall deliver each such Note Certificate so cancelled by it to
the Registrar;
(e) all payments in respect of any Issuer Notes will be distributed
without deduction or withholding for any taxes, duties,
assessments or other governmental charges of whatever nature
except as and then only to the extent required by applicable law,
in which case each Paying Agent shall be entitled to make such
deduction or withholding from any payment which it makes
hereunder. 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; and
(f) a Paying Agent shall not be obliged (but shall be entitled) to
make payments of principal or interest if it has not received the
full amount of any payment due to it under Clause 7 (Payments to
the Paying Agents).
8.2 Registrar Notification: The Registrar will notify the Paying Agents,
not later than five days after each Record Date in respect of a Series
and Class of Issuer Notes, of
11
the names of all Noteholders of such Issuer Notes appearing in the
Register on such Record Date and the addresses of such Noteholders to
which cheques should be posted and whether any Noteholder has elected
to receive payments by transfer to a bank account and, if so, the
relevant details of such bank account and the Registrar and the Paying
Agents shall make or shall procure that payments of interest and
principal in respect of such Issuer Notes will be made in accordance
with Condition 6 (Payments) either by cheque posted to the address of
the Noteholder appearing in the Register on such Record Date or, if
the Noteholder has so elected in accordance with the Issuer
Conditions, by transfer to an account in the relevant currency;
provided that no payment in respect of such Issuer Notes will be made
on the final date for redemption or payment, or such earlier date as
such Issuer Notes may become repayable or payable, in whole unless the
Registrar or the Transfer Agent confirms to the Paying Agents that the
relevant Note Certificate has been surrendered to it.
8.3 Partial Payments: If at any time and for any reason a Paying Agent
makes a partial payment in respect of any Global Note Certificate or
any Individual Note Certificate presented for payment to it, such
Paying Agent shall endorse thereon a statement indicating the amount
and the date of such payment. In addition, if, on any due date for
payment, less than the full amount of any principal or interest is
paid in respect of any Series and Class of Issuer Notes, the Registrar
will note on the Register a memorandum of the amount and date of any
payment then made and, if a Global Note Certificate or Individual Note
Certificate is presented for payment in accordance with the Conditions
and no payment is then made, the date of presentation of such Global
Note Certificate or Individual Note Certificate.
8.4 Appropriation by Paying Agent: If any Paying Agent makes any payment
in accordance with Clause 8.1 (Payments in respect of Issuer Notes),
it shall be entitled to appropriate for its own account out of the
funds received by it under Clause 7.1 (Master Issuer to pay the Paying
Agents) an amount equal to the amount so paid by it.
8.5 Reimbursement by Master Issuer: If any Paying Agent makes a payment in
respect of any Series and Class of Issuer Notes at any time at which
the relevant Paying Agent has not received the full amount of the
relevant payment due to it under Clause 7.1 (Master Issuer to pay the
Paying Agents) and that Paying Agent is not able out of the funds
received by it under Clause 7.1 (Master Issuer to pay the Paying
Agents) to reimburse such Paying Agent therefor by appropriation under
Clause 8.4 (Appropriation by Paying Agent), the Master Issuer shall
from time to time on written demand pay to that 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,
provided, however, that any payment under paragraph (a) above shall
satisfy pro tanto the Master Issuer's obligations under Clause 7.1
(Master Issuer to pay the Paying Agents) and provided, further, that
interest shall accrue for the purpose of paragraph (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 Paying
Agents as reflecting its cost of funds for the time being in relation
to the unpaid amount.
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9. Transfers of Issuer Notes
9.1 Authentication and Delivery of Individual Note Certificates: The
Registrar shall authenticate and deliver, or cause the Transfer Agent
or other designated agent to authenticate and deliver, any Individual
Note Certificate issued upon a transfer in accordance with this
Agreement and the Issuer Conditions.
9.2 Maintenance of Register: The Registrar shall maintain the Register at
its Specified Office or at such other place as the Note Trustee may
approve in writing, in accordance with the Issuer Conditions. The
Register shall show the aggregate Principal Amount Outstanding of each
Issuer Note, the serial numbers thereof and the respective dates of
issue of the related Note Certificate(s) and all subsequent transfers,
cancellations and replacements thereof and the names and addresses of
the initial holders thereof and the dates of all transfers and changes
of ownership thereto and the names and addresses of all subsequent
holders of such Note Certificates. The Registrar shall make the
Register available to the Master Issuer, the Issuer Cash Manager, the
Note Trustee, the other Agents or any person authorised by any of them
at all reasonable times during its office hours for their 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.
9.3 Registration of transfers in the Register: The Registrar shall make
available forms of transfer and receive requests for the transfer of
any Issuer Notes and shall make the necessary entries in the Register
to record all transfers in each case subject to and in accordance with
the relevant Issuer Notes, the Issuer Conditions, the Regulations and
the Issuer Trust Deed. In particular the Registrar shall, subject to
and in accordance with the Issuer Conditions and the Regulations,
within such period of time as is set out in the Issuer Conditions
after the receipt by it of (or the receipt by it of notification from
the Transfer Agent of delivery to it of) the relevant Note
Certificates duly endorsed for transfer, authenticate and issue the
duly dated and completed new Note Certificate(s) and deliver the new
Note Certificate(s) in the name of the transferee at its Specified
Office or (at the risk of the transferee) send the new Note
Certificate(s) by mail to such address as may be specified in the form
of transfer and make all necessary entries on the Register to record
such transfer.
9.4 Closed Period: No transfer shall be registered for a period of 15 days
immediately preceding any due date for payment of principal or
interest in respect of the Issuer Notes or, as the case may be, the
due date for redemption, or as the case may be, payment of any of the
relevant Issuer Notes.
9.5 Transfer Agent to receive requests for transfers of Issuer Notes: The
Transfer Agent shall receive requests for the transfer of any Issuer
Notes in accordance with the Issuer Conditions and the Regulations and
assist, if required, in the issue of new Note Certificates to give
effect to such transfers and, in particular, upon any such request
being duly made, shall promptly notify the Registrar of:
(a) the aggregate principal amount of the Issuer Notes to be
transferred;
(b) the name(s) and addressees to be entered on the Register of the
holder(s) of the new Note Certificate(s) to be issued in order to
give effect to such transfer; and
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(c) the place and manner of delivery of the new Note Certificate(s)
to be delivered in respect of such transfer,
and shall forward the Note Certificate(s) relating to such Issuer
Note(s) to be transferred (with the relevant form(s) of transfer duly
completed) to the Registrar with such notification. The Transfer Agent
shall maintain in safe custody all Note Certificates delivered to and
held by it hereunder and shall ensure that Issuer Notes are
transferred only in accordance with the Issuer Conditions, the
Regulations, this Agreement and the Issuer Trust Deed.
9.6 Regulations: In the event that Individual Note Certificates with
respect to any Issuer 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
(the "Regulations"), including the carrying out of transfers and
exchanges of such Issuer 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
(Regulations concerning the Transfer, Exchange and Registration of the
Issuer Notes) 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 withheld or delayed.
A copy of the current Regulations will be sent by the Registrar to any
holder of an Issuer Note who so requests.
10. Miscellaneous Duties of the Agents
10.1 Maintenance of Records: Each of the Agents shall maintain records of
all documents received by it in connection with its duties hereunder
and shall make such records available for inspection at all reasonable
times by the Master Issuer, the Issuer Cash Manager, the Note Trustee
and the other Agents and, in particular, the Registrar shall:
(a) maintain a full and complete record of all Note Certificates
delivered hereunder and of their exchange, redemption, payment,
partial payment, cancellation, mutilation, defacement, alleged
destruction, theft, loss or, as the case may be, replacement
(including all replacement Note Certificates issued in
substitution for any lost, stolen, mutilated, defaced or
destroyed Note Certificates);
(b) make such records available for inspection at all reasonable
times by the Master Issuer, the Issuer Cash Manager, the Note
Trustee and the other Agents; and
(c) make copies of this Agreement, the Issuer Trust Deed, the Issuer
Deed of Charge, [the Master Definitions Schedule] and the Issuer
Master Definitions Schedule available for inspection at its
Specified Office at all reasonable times.
10.2 Cancellation: The Transfer Agent, the Paying Agents or the Registrar
(as the case may be) shall:
(a) procure that all Note Certificates surrendered or delivered to it
as (i) redeemed in full, (ii) mutilated or defaced, surrendered
and replaced pursuant to the
14
Issuer Conditions, or (iii) exchanged, shall forthwith be
cancelled on behalf of the Master Issuer;
(b) shall keep a record of the aggregate principal amount of the
Issuer Notes, and the serial numbers of the Note Certificates,
which are so cancelled by it; and
(c) shall notify the other party or parties (i.e. the Paying Agents,
the Transfer Agent or the Registrar (as the case may be)) of all
action taken pursuant to Clause 10.2(a) and 10.2(b).
10.3 Information from Agents: The Agents shall make available to the other
Agents such information as is reasonably required for the maintenance
of the records referred to in Clause 10.1 (Maintenance of Records).
10.4 Certifications: Each Paying Agent shall promptly copy to the Master
Issuer, any other Paying Agent and the Note Trustee any certifications
received by it in accordance with or otherwise in relation to the
Issuer Notes.
10.5 Forwarding of Communications: Each Agent shall promptly forward to the
Master Issuer and the Note Trustee a copy of any notice or
communication addressed to the Master Issuer or the Note Trustee by
any Noteholder and which is received by such Agent.
10.6 Safe Custody of Note Certificates: Each of the Registrar and the
Transfer Agent shall maintain in safe custody all Note Certificates
delivered to it and held by it hereunder.
10.7 Publication and Delivery of Notices: The Registrar shall, upon and in
accordance with the instructions of the Master Issuer and the Note
Trustee received at least 10 days before the proposed publication
date, arrange for the publication and delivery in accordance with the
Issuer Conditions of any notice which is to be given to the
Noteholders and shall promptly supply two copies thereof to the Note
Trustee, the other Agents, the London Stock Exchange or other stock
exchange on which the Issuer Notes are then listed, (if any) and any
Clearing System.
10.8 Destruction: The Registrar may destroy each Note Certificate which has
been cancelled and delivered to it in accordance with the terms of
this Agreement, in which case it shall promptly furnish the Master
Issuer and the Note Trustee, on request, a certificate as to such
destruction, specifying the reason for such destruction and the serial
numbers of the relevant Note Certificate.
10.9 Forms of Proxy and Block Voting Instructions: In the event of a
Meeting (as defined in Schedule 4 (Provisions for Meetings of
Noteholders) to the Issuer Trust Deed) of the Noteholders of the Notes
of any Series and/or Class(es), the Registrar shall, at the request of
any Noteholder in accordance with the Issuer Trust Deed, make
available uncompleted and unexecuted Forms of Proxy and issue Block
Voting Instructions in a form and manner which comply with the
provisions of the Schedule 4 (Provisions for Meetings of Noteholders)
to the Issuer Trust Deed (except that it shall not be required to
issue the same less than forty-eight hours before the time for which
the Meeting or the poll to which the same relates has been convened or
called). The Registrar shall keep a full record of completed and
executed Forms of Proxy and Block Voting Instructions issued or
received by it and will give to the Master Issuer and the Note
15
Trustee not less than twenty-four hours before the time appointed for
any Meeting or adjourned Meeting, full particulars of duly completed
Forms of Proxy received by it and of all Block Voting Instructions
issued by it in respect of such Meeting or adjourned Meeting.
10.10 Submission of Note Supplement: The Principal Paying Agent shall submit
to the relevant authority or authorities such number of copies of each
Note Supplement which relates to Issuer Notes which are to be listed
as the relevant stock exchange or listing authority or authorities may
require;
10.11 Additional Duties of the Registrar: If Individual Note Certificates
are required to be delivered pursuant to the terms of any Global Note
Certificate and the Issuer Trust Deed, the Registrar shall:
(a) five Business Days prior to each Payment Date notify the Master
Issuer, the Issuer Cash Manager and the other Agents of the
aggregate Principal Amount Outstanding of the relevant Issuer
Notes;
(b) receive any document relating to or affecting the title to any
Individual Note Certificates including all forms of transfer,
forms of exchange, probates, letters of administration and powers
of attorney and maintain proper records of the details of all
documents received;
(c) prepare all such lists of the holders of the Individual Note
Certificates as may be required by the Master Issuer, the Issuer
Cash Manager, the Paying Agents or the Note Trustee or any person
authorised by any of them;
(d) comply with the proper and reasonable requests of the Master
Issuer with respect to the maintenance of the Register and
provide the Paying Agents with such information relating to the
Individual Note Certificates as they may reasonably require for
the proper performance of their duties; and
(e) carry out such other acts as may reasonably be necessary to give
effect to the Issuer Conditions, this Agreement and the
Regulations. In carrying out its functions the Registrar shall
act in accordance with the terms of this Agreement, the
Regulations, the Issuer Conditions and the Issuer Trust Deed.
No transfer from a holder of an Individual Note Certificate shall be
registered for a period of 15 days immediately preceding a Payment
Date.
10.12 Additional Duties of the Transfer Agent: Subject as provided in and in
accordance with the Issuer Conditions, the Regulations and this
Agreement or if otherwise requested by the Master Issuer, the Transfer
Agent shall:
(a) on behalf of the Registrar, authenticate Note Certificates in
accordance with this Agreement upon any transfer of interests in
a Global Note Certificate, Individual Note Certificate or
otherwise upon any transfer of any Issuer 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 Issuer Notes, receive requests for the transfer of
Note Certificates, forms of transfer, Forms
16
of Proxy, certificates and other evidence, inform the Registrar
of the name and address of the holder of each such Note
Certificate, the serial numbers of any Note Certificates, 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 upon request by the Registrar issue new Note
Certificates on behalf of the Registrar representing the relevant
new Note Certificates to be transferred;
(c) keep the Registrar informed of all transfers and exchanges and
give to the Paying Agents and the Registrar 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; and
(d) carry out such other acts as may be necessary to give effect to
the Issuer Conditions, this Agreement and the Regulations.
11. Agents to act for Note Trustee
11.1 Actions of Agents after Notice by Note Trustee of a Note Event of
Default: At any time after a Note Event of Default in respect of the
Issuer Notes or any of them shall have occurred (which shall not have
been waived by the Note Trustee or remedied to its satisfaction), the
Paying Agents, the Agent Bank, the Transfer Agent and the Registrar
shall, if so required by notice in writing given by the Note Trustee
to the Master Issuer and the Agents (or such of them as are specified
in such notice):
(a) act thereafter, and until otherwise instructed by the Note
Trustee, as the Agents of the Note Trustee on the terms mutatis
mutandis provided herein (with consequential amendments as
necessary and save that the Note Trustee's liability under any
provision herein contained for the remuneration indemnification
and payment of out-of pocket expenses of such Agents shall be
limited to the amount for the time being held by the Note Trustee
on the trusts of the Issuer Trust Deed which is available to be
applied by the Note Trustee for such purpose) and thereafter hold
all Note Certificates and all sums, documents and records held by
them in their respective capacities in respect of any Issuer
Notes on behalf of the Note Trustee; and/or
(b) deliver up all Note Certificates and all sums, documents and
records held by them in respect of any Issuer Notes to the Note
Trustee or as the Note Trustee shall direct in such notice,
provided that such notice shall be deemed not to apply to any
document or record which any Agent is obliged not to release by
any applicable law or regulation.
11.2 Withdrawal of Notice: The Note Trustee may, at any time if a Note
Event of Default is remedied to the reasonable satisfaction of the
Note 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 pursuant to Clause 11.1 (Actions of Agents
after Notice by Note Trustee of a Note Event of Default) 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 pursuant to Clause 11.1 (Actions of Agents after Notice by
Note Trustee of a Note Event of Default) shall not
17
preclude the Note Trustee from issuing any other or further notices
pursuant to that Clause on any subsequent occasion and at any time
after the occurrence of a Note Event of Default, no notice given by
the Note Trustee pursuant to Clause 11.1 (Actions of Agents after
Notice by Note Trustee of a Note Event of Default) shall be withdrawn
except at the absolute discretion of the Note Trustee.
12. Fees and Expenses
12.1 Fees: The Master Issuer shall pay to each Agent, during the period
when any of the Issuer Notes remains outstanding, such fees as have
been agreed in writing between the Master Issuer and each Agent in
respect of the respective services of each Agent hereunder (together
with any amounts in respect of value added tax (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.
12.2 Front-end Expenses: The Master Issuer shall after receipt of an
account of such expenses reimburse each Agent for all reasonable
out-of-pocket expenses incurred by it in the negotiation, preparation
and execution of this Agreement and for all reasonable expenses
(including, without limitation, reasonable legal fees and any
communication, courier, postage and other out-of-pocket expenses)
properly incurred in connection with its services hereunder (together
with any amounts in respect of value added tax (against production of
a valid tax invoice)) provided that such expenses shall not have been
incurred as a result of the Agent's negligence, wilful misconduct or
bad faith, other than such costs and expenses as are separately agreed
to be reimbursed out of the fees payable under Clause 12.1 (Fees).
12.3 Taxes and Expenses Occasioned by Default: The Master Issuer shall pay
all stamp, registration and other similar taxes, duties and
governmental levies of whatsoever nature (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.
12.4 Payment: All amounts to be paid by the Master Issuer to any Agent
under this Clause 12 (Fees and Expenses) shall only be payable in
accordance with and subject to the Issuer Priority of Payments which
is applicable to the Master Issuer at the time of payment.
13. Terms of Appointment
13.1 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) in connection with
their services hereunder (whether or not the relevant Issuer 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 (other than a duly executed
form of transfer)) be entitled to treat the registered holder of
any Issuer Note as the absolute owner of such Issuer Note for all
purposes and (save as expressly provided hereunder) make payments
thereon.
(b) Each Agent may in connection with its services hereunder:
18
(i) rely 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 (being an appointee who shall have been
previously approved in writing by the Note Trustee) whose
advice or services it considers necessary 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, bad faith, misconduct or negligence on
the part of such Agent);
(iii) assume that the terms of each Global Note Certificate and
Individual Note Certificate as issued are correct;
(iv) refer any question relating to the ownership of any Note
Certificate, or the adequacy or sufficiency of any
evidence supplied in connection with the replacement,
transfer or exchange of any Note Certificate to the Master
Issuer for determination by the Master Issuer and in good
faith conclusively rely upon any determination so made;
and
(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.
13.2 Provision of Specimen Signatures: The Master Issuer will supply the
Paying Agents, the Transfer Agent and the Registrar with the names and
specimen signatures of its Authorised Signatories.
13.3 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 (i) be under any fiduciary duty
towards or have any relationship of agency or trust for or with any
person other than the Master Issuer and (to the extent expressly
provided herein only) the Note Trustee (ii) be responsible for or
liable in respect of the authorisation, validity or legality or
enforceability of any Issuer Note or any Note Certificate (other than
in respect of the authentication of Note Certificates by it in
accordance with this Agreement) 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, misconduct or negligence on the part of any such Agent), (iii)
be under any obligation towards any person other than the Master
Issuer, the other Agents and the Note Trustee or (iv) 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 Issuer Notes shall be held by them on trust for the
relevant Noteholders to the extent required by the Trust Indenture Act
until the expiration of the relevant prescription period under the
Issuer
19
Trust Deed.
13.4 Freedom to Transact: Each Agent may purchase, hold and dispose of
beneficial interests in an Issuer Note 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 Issuer 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 Issuer Notes.
13.5 Indemnity in favour of the Agents: The Master Issuer agrees to
indemnify each Agent for, and to hold such Agent harmless against, any
loss, liability or expense incurred by it arising out of, or in
connection with, its acting as agent of the Master Issuer or the Note
Trustee in relation to the Issuer Notes provided that such loss,
liability and/or expense has not arisen as a result of its own fraud,
negligence, wilful misconduct or breach of contract. No termination of
this Agreement shall affect the obligations created by this Clause
13.5 (Indemnity in favour of the Agents).
13.6 Indemnity in favour of the Master Issuer: Each Agent shall severally
indemnify the Master Issuer and, for the purposes of Clause 11 (Agents
to act for Note Trustee), the Note Trustee, against any loss,
liability, reasonable costs and expenses including any claim, action
or demand which the Master Issuer or Note Trustee may incur or which
may be made against it as a result of the breach by such 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. No termination of this Agreement shall affect the
obligations created by this Clause 13.6 (Indemnity in favour of the
Master Issuer).
14. No Liability for Consequential Loss
No Agent shall in any event be liable to the Master Issuer or to any
other party to the Issuer Transaction Documents for any special,
indirect, punitive or consequential loss or damage of any kind
whatsoever (including but not limited to lost profits), whether or not
foreseeable and in each case however caused or arising.
15. Termination of Appointment
15.1 Resignation: Subject to Clause 15.8 (Limitations on Resignation and
Revocation), each Paying Agent in respect of any or all Series and
Classes of Issuer 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 Issuer Cash Manager and the
Note Trustee to that effect, provided, however, that
(a) if such resignation would otherwise take effect less than 30 days
before or after the maturity date or other date for redemption of
any Issuer Notes or any Payment Date in relation to any Issuer
Notes, it shall not take effect until the thirtieth day following
such date; and
(b) in the case of the Registrar, the only remaining Paying Agent
with its Specified Office in the United Kingdom, the Agent Bank
or the only
20
remaining Paying Agent with its Specified Office outside the
United Kingdom, such resignation shall not take effect until a
successor has been duly appointed in accordance with Clause 15.4
(Additional and Successor Agents) and notice of such appointment
has been given to the Noteholders.
15.2 Revocation: Subject to Clause 15.7 (Maintenance of a Paying Agent in
the European Union) and Clause 15.8 (Limitations on Resignation and
Revocation), 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 Issuer Notes by not less than 60 days'
written notice to the Note Trustee and such Agent whose appointment is
to be revoked, which notice shall expire not less than 30 days before
a Payment Date, provided, however, that in the case of the Registrar,
the Principal Paying Agent, the Agent Bank or the only remaining
Paying Agent with its Specified Office outside the United Kingdom,
such resignation shall not take effect until a successor has been duly
appointed consistently with Clause 15.4 (Additional and Successor
Agents) and notice of such appointment has been given to the
Noteholders.
15.3 Automatic Termination: The appointment of any Agent shall terminate
forthwith if at any time:
(a) such Agent becomes incapable of acting;
(b) 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 such Agent;
(c) such Agent admits in writing its insolvency or inability to pay
its debts as they fall due or suspends payments of its debts;
(d) an administrator or liquidator of such Agent or the whole or any
part of the undertaking, assets and revenues of such Agent is
appointed (or application for any such appointment is made);
(e) such 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;
(f) an order is made or an effective resolution is passed for the
winding up of such Agent; or
(g) any event occurs which has an analogous effect to any of the
foregoing in relation to such Agent.
On the occurrence of any of the above, the relevant Agent shall
forthwith notify the Master Issuer, the Issuer Cash Manager, the Note
Trustee and the Paying Agents. If the appointment of the Registrar or
the only remaining Principal Agent with a Specified Office in the
United Kingdom, the Agent Bank or the only remaining Paying Agent with
its Specified Office outside of the United Kingdom is terminated in
accordance with the preceding sentence, the Master Issuer shall
forthwith appoint a successor in accordance with Clause 15.4
(Additional and Successor Agents).
21
15.4 Additional and Successor Agents: The Master Issuer may with the prior
written approval of the Note Trustee appoint a successor principal
paying agent, US paying agent, agent bank or registrar and additional
or successor transfer agents or paying agents and shall forthwith give
notice of any such appointment to the continuing Agents, the
Noteholders, the Issuer Cash Manager and the Note Trustee, whereupon
the successor or additional agents 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.
15.5 Agent may appoint Successor: If any Agent gives notice of its
resignation in accordance with Clause 15.1 (Resignation) and by the
tenth day before the expiration of such notice a successor agent has
not been duly appointed in accordance with Clause 15.4 (Additional and
Successor Agents), 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 Note Trustee, the Issuer Cash Manager, the
remaining Agents and the Noteholders.
15.6 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, and such
successor agent shall be entitled to receive, all monies, records and
documents (including any Note Certificates of the relevant class or
classes of Issuer Notes, if any) held by such predecessor hereunder.
15.7 Maintenance of a Paying Agent in the European Union: The Master Issuer
undertakes that, if the European Council Directive 2003/48/EC or any
other Directive implementing the conclusions of the ECOFIN Council
meeting of 26-27 November 2000 is brought into force, it will ensure
that it maintains a paying agent in an EU Member State that will not
be obliged to withhold or deduct tax pursuant to such Directive.
15.8 Limitations on Resignation and Revocation: Notwithstanding Clause 15.1
(Resignation) and Clause 15.2 (Revocation):
(a) if at any time there should be only one Paying Agent, no
resignation by or termination of the appointment of the Paying
Agent shall take effect until a successor paying agent in respect
of the affected Series and Class or Classes of Issuer 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 Class or Classes of
22
Issuer Notes having a Specified Office in London or New York (as
the case may be);
(c) 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 Issuer Conditions;
(d) 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;
(e) 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
(f) 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.
15.9 Effect of Resignation, Revocation and Termination: Upon any
resignation or revocation taking effect under Clause 15.1
(Resignation) or Clause 15.2 (Revocation) or any termination under
Clause 15.3 (Automatic Termination), 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 12 (Fees and Expenses), Clause 13 (Terms
of Appointment) and Clause 15 (Termination of Appointment));
(b) repay to the Master Issuer such part of any fee paid to it in
accordance with Clause 12.1 (Fees) 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
Note Certificates 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 any Paying Agent, pay to the successor paying
agent any amount held by it for payment of principal or interest
in respect of the relevant Issuer Notes.
15.10 Change of Specified Office: If any Agent shall determine to change its
Specified Office (which, in the case of each Paying Agent, may only be
effected within the same city where each Paying Agent currently has
its Specified Office), it shall give to
23
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 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 15.2 (Revocation) or Clause
15.3 (Automatic Termination) 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 the Issuer Conditions but the costs of giving such
notice shall be borne by such Agent changing its office and not by the
Master Issuer.
15.11 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.
16. Non-Petition and Limited Recourse
16.1 Limited Recourse: Each party hereto agrees that notwithstanding any
other provisions hereof, all payments to be made by the Master Issuer
under this Agreement will be payable only from, and to the extent of,
the sums paid to, or net proceeds recovered by or on behalf of, the
Master Issuer or the Issuer Security Trustee in respect of the Issuer
Charged Property less any amount which is required to be paid to any
other person in priority to or in the same priority as the relevant
party hereto subject to and in accordance with the Issuer Priority of
Payments and there will be no other assets of the Master Issuer
available for any further payments and following the realisation of
the Issuer Charged Property and the distribution of the proceeds
thereof in accordance with the Issuer Deed of Charge none of the
parties hereto shall be entitled to take any further steps against the
Master Issuer to recover any sums due hereunder but still unpaid and
all outstanding claims in respect of such sums due but still unpaid
shall be extinguished. The parties hereto look solely to such sums and
proceeds and the rights of the Master Issuer in respect of the Issuer
Charged Property (net as aforesaid) for payments to be made by the
Master Issuer. The obligations of the Master Issuer to make such
payments hereunder will be limited to such sums and the proceeds of
realisation of the Issuer Charged Property (net as aforesaid) and the
parties hereto will have no further recourse in respect thereof.
16.2 Non-Petition: Each of the Agents hereby covenants and agrees with the
Master Issuer, the Issuer Security Trustee and the Note Trustee that:
(a) only the Issuer Security Trustee may enforce the security created
in favour of the Issuer Security Trustee by the Issuer Deed of
Charge in accordance with its provisions; and
24
(b) save as provided in the Issuer Deed of Charge, it shall not take
any steps for the purpose of recovering any sums due under this
Agreement or enforcing any rights arising out of this Agreement
or institute against the Master Issuer or join any other person
in instituting against Master the Issuer any winding-up,
administration, reorganisation, liquidation, bankruptcy,
insolvency or other proceedings of the Master Issuer for so long
as the Issuer Notes are outstanding and until two years and one
day has elapsed after all amounts outstanding under the Issuer
Secured Obligations have been paid in full.
16.3 Payment to Issuer Security Trustee: Each of the Agents hereby
undertakes with the Issuer Security Trustee, the Note Trustee and the
Master Issuer that if, whether in the liquidation of the Master Issuer
or otherwise any payment is made to or amount recovered by any Agent
otherwise than in accordance with the Issuer Deed of Charge, the
amount so paid or recovered shall be paid by such Agent to the Issuer
Security Trustee.
17. Notices
Any notices or other communication or document to be given or
delivered pursuant to this Agreement to any of the parties hereto
shall be sufficiently served if sent by prepaid first class post, by
hand or by facsimile transmission and shall be deemed to be given (in
the case of facsimile transmission) when despatched or (where
delivered by hand) on the day of delivery if delivered before 17.00
hours on a business day in the place of the addressee or otherwise on
the next business day in the place of the addressee if delivered
thereafter 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 Master Issuer, to Granite Master Issuer plc,
x/x Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX (facsimile
number 020 7606 0643) for the attention of: Company Secretary
with a copy to Northern Rock plc, Northern Xxxx Xxxxx, Xxxxxxxx,
Xxxxxxxxx xxxx Xxxx XX0 0XX (facsimile number 0191 213 2203) for
the attention of the Group Secretary;
(b) in the case of the Note Trustee or the Issuer Security Trustee,
to The Bank of New York (London Branch) at 00xx Xxxxx, Xxx Xxxxxx
Xxxxxx, Xxxxxx X00 0X0 (facsimile number 020 7964 6061/6399) for
the attention of: Global Structured Products Unit (Corporate
Trust);
(c) in the case of the Issuer Cash Manager to Northern Rock plc,
Northern Xxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx xxxx Xxxx XX0 0XX
(facsimile number 0191 213 2203) for the attention of the Group
Secretary;
(d) in the case of any Agent, to it at the address or fax number
specified against its name in Schedule 1 (Specified Offices of
the Agents) hereto (or in the case of an Agent not originally a
party hereto, specified by notice to the parties hereto at the
time of its appointment) for the attention of the person or
department specified therein,
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 fifteen
25
days prior written notice in accordance with the provisions of this
Clause 17 (Notices).
18. Third Party Rights
A person who is not a party to this Agreement may not enforce any of
its terms under the Contracts (Rights of Third Parties) Xxx 0000, but
this shall not affect any right or remedy of a third party which
exists or is available apart from that Act.
19. Time of the Essence
Any date or period specified in this Agreement 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.
20. Variation and Waiver
No variation or waiver of this Agreement shall be effective unless it
is in writing and signed by a duly authorised signatory of each party.
No single or partial exercise of, or failure or delay in exercising,
any right under this Agreement shall constitute a waiver or preclude
any other or further exercise of that or any other right.
21. Execution in Counterparts; Severability
21.1 Counterparts: This Agreement may be executed in any number of
counterparts (manually or by facsimile) and by different parties
hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which when taken together shall
constitute one and the same instrument.
21.2 Severability: Where any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations under this Agreement, or of such
provision or obligation in any other jurisdiction, shall not be
affected or impaired thereby.
22. Governing Law and Jurisdiction; Process Agent; Appropriate Forum
22.1 Governing Law: This Agreement is governed by, and shall be construed
in accordance with, English law.
22.2 Jurisdiction: The parties hereto 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 suit, action or proceeding, and to
settle any disputes which may arise out of or in connection with this
Agreement and, for such purposes, irrevocably submit to the
jurisdiction of such courts.
22.3 Process Agent: 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 in respect of this Agreement and undertakes that in
the event of the Principal Paying Agent ceasing so to act it will
appoint another person with a registered office in London as its agent
for
26
service of process.
22.4 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.
23. 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.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
27
SCHEDULE 1
SPECIFIED OFFICES OF THE AGENTS
The Principal Paying Agent
Citibank, N.A.
0 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
The US Paying Agent
Citibank, N.A.
Agency and Trust
14th Floor, 000 Xxxxxxxxx Xxxxxx
Xxx Xxxx X.X. 00000
X.X.X.
The Agent Bank
Citibank, N.A.
0 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
The Registrar
Citibank, N.A.
0 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
The Transfer Agent
Citibank, N.A.
0 Xxxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
28
SCHEDULE 2
REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
REGISTRATION OF THE ISSUER NOTES
1. The Issuer Notes are in their respective Authorised Denominations or
in such other denominations as the Note Trustee shall determine and
notify to the relevant Noteholders. Each Issuer Note shall be held in
the applicable Authorised Holding.
2. Subject to paragraphs 4, 6 and 11 below, an Issuer 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. The Note Certificate issued in respect of an Issuer 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 Registrar or the Transfer Agent, together with such evidence as
the Registrar or (as the case may be) 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 an Issuer
Note shall conform to any list of duly authorised specimen signatures
supplied by the holder of such Issuer Note or be certified by a
financial institution in good standing, notary public or in such other
manner as the Registrar or the Transfer Agent may require.
4. No Noteholder may require the transfer of an Issuer Note to be
registered during the period of 15 calendar days ending on a Payment
Date in respect of such Issuer Note.
5. No Noteholder which has executed a Form of Proxy in relation to any
Meeting may require the transfer of an Issuer Note covered by such
Form of Proxy to be registered until the earlier of the conclusion of
the Meeting and its adjournment for want of quorum.
6. The executors or administrator of a deceased holder of an Issuer Note
(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 Issuer Note.
7. Any person becoming entitled to any Issuer Notes in consequence of the
death or bankruptcy of the holder of such Issuer Notes may, upon
producing such evidence that he holds the position in respect of which
he proposes to act under this paragraph or of his title as the
Registrar or the Transfer Agent shall require (including legal
29
opinions), become registered himself as the holder of such Issuer
Notes or, subject to the provisions of these Regulations, the Issuer
Notes and the relevant Issuer Conditions as to transfer, may transfer
such Issuer Notes. The Master Issuer, the Transfer Agent and the
Registrar shall be at liberty to retain any amount payable upon the
Issuer Notes to which any person is so entitled until such person
shall be registered as aforesaid or shall duly transfer such Issuer
Notes.
8. Unless otherwise required by him and agreed by the Master Issuer and
the Registrar, the holder of any Issuer Notes shall be entitled to
receive only one Note Certificate in respect of his holding.
9. The joint holders of any Issuer Note shall be entitled to one Note
Certificate 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.
10. Where there is more than one transferee (to hold other than as joint
holders), separate forms of transfer (obtainable from the specified
office of the Registrar or the Transfer Agent) must be completed in
respect of each new holding.
11. A holder of Issuer Notes may transfer all or part of his holding
provided that both the principal amount of Issuer Notes transferred
and the principal amount of the balance transferred are in an amount
equal to an Authorised Denomination. Where a holder of Issuer Notes
has transferred part only of his holding comprised therein, there
shall be delivered to him a new Note Certificate in respect of the
balance of such holding.
12. The Master Issuer, the Transfer Agent and the Registrar shall, save in
the case of the issue of replacement Issuer Notes pursuant to the
Issuer Conditions, make no charge to the holders for the registration
of any holding of Issuer Notes or any transfer thereof or for the
issue of any Issuer Notes or for the delivery thereof at the Specified
Office of the Transfer 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 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.
13. Provided a transfer of an Issuer Note is duly made in accordance with
all applicable requirements and restrictions upon transfer and the
Note Certificate(s) issued in relation to such Issuer Note transferred
are presented to the Transfer Agent and/or the Registrar in accordance
with the Issuer Paying Agency and Agent Bank Agreement and these
Regulations and subject to unforeseen circumstances beyond the control
of the Transfer Agent or the Registrar arising, the Transfer 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 Issuer
Notes in relation to which such Note Certificate is issued may have
specified, a Note Certificate 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 Certificate by or on behalf of
the Registrar; and, for the purposes of this paragraph, "business day"
30
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 Registrar and the Transfer Agent have their
respective Specified Office.
14. No transfer may be effected unless:
(a) such Issuer Note is transferred in a transaction that does not
require registration under the Securities Act and is not in
violation of the United States Investment Company Act of 1940;
(b) such transfer is effected in accordance with the provision of
any restrictions on transfer specified in the legends (if any)
set forth on the face of the Note Certificate issued in
relation to such Issuer Note;
(c) the transferee delivers to the Registrar or the Transfer Agent
a form of transfer (including any certification as to
compliance with restrictions on transfer included in such form
of transfer) endorsed on the Note Certificate issued in
relation to such Issuer Note; and
(d) if the Master Issuer so requests, the Transfer Agent and the
Registrar receive an opinion of counsel satisfactory to all of
them.
15. Except for in connection with the issue of replacement Note
Certificates pursuant to Clause 6 (Replacement Note Certificates)
hereof, no charge shall be made to the Noteholders in connection with,
inter alia,
(a) the registration of any holding of Issuer Notes; or
(b) the transfer of Issuer Notes subject to any registration,
transfer, issue or delivery which may be effected against an
indemnity from the Noteholder or transferee as any relevant
Paying Agent or, as the case may be, the Transfer Agent may
require in respect of any tax or other duty levied or imposed
in connection with such registration, transfer, issue or
delivery.
16. If Issuer Notes are issued upon the transfer, exchange or replacement
of Note Certificates not bearing the Regulation S Legend (as defined
below), the Note Certificates so issued shall not bear the Regulation
S Legend. If Note Certificates are issued upon the transfer, exchange
or replacement of Note Certificates bearing the Regulation S Legend,
the Note Certificates so issued shall bear the Regulation S Legend.
Each Note Certificate issued in exchange therefor shall bear a legend
(the "Regulation S Legend") in substantially the following form:
"THIS ISSUER NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS
A MATTER OF U.S. LAW, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE
LATER OF THE CLOSING DATE AND THE COMMENCEMENT OF THE OFFERING OF THE
ISSUER NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION
31
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES."
17. Notwithstanding any provision to the contrary herein, so long as
Issuer Notes are represented by a Global Note Certificate which is
held by or on behalf of DTC, transfers, exchanges or replacements of
the Issuer Notes represented by such Global Note Certificate shall
only be made in accordance with the legends relating to DTC set forth
thereon.
32
SCHEDULE 3
FORM OF CALCULATION AGENCY AGREEMENT
Dated [o]
---------
GRANITE MASTER ISSUER PLC
THE BANK OF NEW YORK
as Note Trustee
and
[o]
as Calculation Agent
------------------------------------------------------------------------------
CALCULATION AGENCY AGREEMENT
------------------------------------------------------------------------------
SIDLEY XXXXXX XXXXX & XXXX
WOOLGATE EXCHANGE
00 XXXXXXXXXX XXXXXX
XXXXXX XX0X 0XX
TELEPHONE 000 0000 0000
FACSIMILE 020 7626 7937
Table of Contents
1. APPOINTMENT OF THE CALCULATION AGENT...................................1
2. DUTIES OF CALCULATION AGENT............................................1
3. EXPENSES...............................................................1
4. INDEMNITY..............................................................1
5. CONDITIONS OF APPOINTMENT..............................................2
6. TERMINATION OF APPOINTMENT.............................................3
7. COMMUNICATIONS.........................................................5
8. CHANGE OF NOTE TRUSTEE.................................................5
9. DESCRIPTIVE HEADINGS AND COUNTERPARTS..................................5
10. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999...........................6
11. GOVERNING LAW..........................................................6
SCHEDULE TO THE CALCULATION AGENCY AGREEMENT.................................8
THIS AGREEMENT is dated [o]
BETWEEN:
(1) GRANITE MASTER ISSUER PLC (registered number 5250668), a public
limited company incorporated under the laws of England and Wales whose
registered office is at Xxxxx Xxxxx, 000 Xxxx Xxxxxx, Xxxxxx XX0X 0XX
(the "Master Issuer");
(2) THE BANK OF NEW YORK acting through its office at 00xx Xxxxx, Xxx
Xxxxxx Xxxxxx, Xxxxxx, X00 0X0 (acting in its capacity as note
trustee, the "Note Trustee"); and
(3) [o] of [o] (the "Calculation Agent", which expression shall include
any successor calculation agent appointed under this Agreement).
IT IS AGREED:
1. Appointment Of The Calculation Agent
The Calculation Agent is appointed, and the Calculation Agent agrees
to act, as Calculation Agent in respect of each Series of Issuer Notes
described in the Schedule (the "Relevant Issuer Notes") for the
purposes set out in Clause 2 and on the terms of this Agreement. The
agreement of the parties that this Agreement is to apply to each
Series of Relevant Issuer Notes shall be evidenced by the manuscript
annotation and signature in counterpart of the Schedule.
2. Duties Of Calculation Agent
The Calculation Agent shall in relation to each series of Relevant
Issuer Notes (each a "Series") perform all the functions and duties
imposed on the Calculation Agent by the terms and conditions of the
Relevant Issuer Notes (the "Conditions") including endorsing the
Schedule appropriately in relation to expenses will be separately
agreed in relation to each issue of Relevant Issuer Notes.
3. Expenses
The arrangements in relation to expenses will be separately agreed in
relation to each issue of Relevant Issuer Notes.
4. Indemnity
4.1 The Master Issuer shall indemnify the Calculation Agent against any
losses, liabilities, costs, claims, actions, demands or expenses
(together, "Losses") (including, but not limited to, all reasonable
costs, legal fees, charges and expenses (together, "Expenses") paid or
incurred in disputing or defending any Losses) which it may incur or
which may be made against it as a result of or in connection with its
appointment or the exercise of its powers and duties under this
Agreement except for any Losses or Expenses resulting from its own
default, negligence or bad faith or that of its officers, directors or
employees.
4.2 The Calculation Agent shall indemnify the Master Issuer against any
Losses and Expenses which the Master Issuer may incur or which may be
made against the
Master Issuer as a result of the breach by the Calculation Agent of
the terms of this Agreement or its default, negligence or bad faith or
that of its officers, directors or employees or the breach by any of
them of the terms of this Agreement.
4.3 Except as provided in subclause 4.2 above, the Calculation Agent in
acting hereunder shall incur no liability in respect of any action
taken, omitted or suffered to be taken in good faith in reliance upon:
(a) the written advice of any lawyer or professional adviser;
(b) any instruction, request or order from the Master Issuer or the
Note Trustee; or
(c) any relevant Issuer Note, notice, direction, consent,
certificate, affidavit, endorsement, assignment, statement,
resolution, letter, telex, facsimile transaction or other paper
or document which it reasonably believes to be genuine and signed
by the proper party or parties.
5. Conditions Of Appointment
5.1 In acting under this Agreement and in connection with the Relevant
Issuer Notes, the Calculation Agent shall act solely as an agent of
the Master Issuer, and, in the circumstances described in sub clause
5.2, the Note Trustee and will not assume any obligations towards or
relationship of agency or trust for or with any of the owners or
holders of the Relevant Issuer Notes.
5.2 At any time after an Issuer Event of Default or Potential Issuer Event
of Default shall have occurred and is continuing or the Note Trustee
shall have received any money from the Master Issuer which it proposes
to pay under the Issuer Trust Deed to the relevant Noteholders, the
Note Trustee may:
(a) by notice in writing to the Master Issuer and the Calculation
Agent require the Calculation Agent pursuant to this Agreement to
act thereafter as Calculation Agent of the Note Trustee in
relation to payments of such moneys to be made by or on behalf of
the Note Trustee under the terms of these presents mutatis
mutandis on the terms provided in this Agreement (save that the
Note Trustee's liability under any provisions of this Agreement
for the indemnification, remuneration and payment of
out-of-pocket expenses of the Calculation Agent shall be limited
to the amounts for the time being held by the Note Trustee on the
trusts of these presents relating to the Issuer Notes of the
relevant Series and available for the purpose) and thereafter to
hold all Issuer Notes and all sums, documents and records held by
it in respect of Issuer Notes on behalf of the Note Trustee; or
(b) by notice in writing to the Master Issuer require it to make all
subsequent payments in respect of the Issuer Notes to or to the
order of the Note Trustee and not to the Principal Paying Agent
and with effect from the issue of any such notice to the Master
Issuer and the Group Guarantors.
5.3 In relation to each issue of Relevant Issuer Notes, the Calculation
Agent shall be obliged to perform the duties and only the duties
specifically stated in this Agreement and the Issuer Conditions and no
implied duties or obligations shall be read into this
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Agreement or the Conditions against the Calculation Agent, other than
the duty to act honestly and in good faith and to exercise the
diligence of a reasonably prudent expert in comparable circumstances.
5.4 The Calculation Agent may consult with legal and other professional
advisers and the opinion of the advisers shall be full and complete
protection in respect of any action taken, omitted or suffered under
this Agreement in good faith and in accordance with the opinion of the
advisers.
5.5 The Calculation Agent shall be protected and shall incur no liability
in respect of any action taken, omitted or suffered in reliance on any
instruction from the Master Issuer or the Note Trustee or any document
which it reasonably believes to be genuine and to have been delivered
by the proper party or on written instructions from the Issuer or the
Note Trustee.
5.6 The Calculation Agent and any of its officers, directors and employees
may become the owner of, or acquire any interest in, any Issuer Notes
(if any) with the same rights that it or he would have had if the
Calculation Agent were not appointed under this Agreement, and may
engage or be interested in any financial or other transaction with the
Master Issuer and may act on, or as depositary, trustee or agent for,
any committee or body of holders of Issuer Notes or in connection with
any other obligations of the Master Issuer as freely as if the
Calculation Agent were not appointed under this Agreement.
6. Termination Of Appointment
6.1 The Master Issuer may, with the prior written approval of the Note
Trustee, terminate the appointment of the Calculation Agent at any
time by giving to the Calculation Agent at least 60 days' prior
written notice to that effect, provided that, so long as any of the
Relevant Issuer Notes is outstanding:
(a) the notice shall not expire less than 45 days before the date on
which any calculation is due to be made in respect of any
Relevant Issuer Notes; and
(b) notice shall be given in accordance with the Conditions to the
holders of the Relevant Issuer Notes at least 45 days before any
removal of the Calculation Agent.
6.2 Notwithstanding the provisions of subclause 6.1, if at any time:
(a) the Calculation Agent becomes incapable of acting, or is adjusted
bankrupt or insolvent, or files a voluntary petition in
bankruptcy or makes an assignment for the benefit of its
creditors or consents to the appointment of an administrator,
liquidator or administrative or other receiver of all or any
substantial part of its property, or admits in writing its
inability to pay or meet its debts as they may mature or suspends
payments of its debts, or if any order of any court is entered
approving any petition filed by or against it under the
provisions of any applicable bankruptcy or insolvency law or if a
receiver of it or a substantial part of its property is appoint
or if any officer takes charge or control of the Calculation
Agent or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation; or
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(b) the Calculation Agent fails duly to perform any function or duty
imposed on it by the Conditions and this Agreement,
the Master Issuer, with the prior written approval of the Note
Trustee, may immediately without notice terminate the appointment of
the Calculation Agent, in which event notice of the termination shall
be given to the holders of the Relevant Issuer Notes in accordance
with the Issuer Conditions as soon as practicable.
6.3 The termination of the appointment of the Calculation Agent under
subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any
amount by way of compensation but shall be without prejudice to any
amount then accrued due.
6.4 The Calculation Agent may resign its appointment under this Agreement
at any time by giving to the Master Issuer and the Note Trustee at
least 90 days prior written notice to that effect. Following receipt
of a notice of resignation from the Calculation Agent, the Master
Issuer shall promptly give notice of the resignation to the holders of
the Relevant Issuer Notes in accordance with the Issuer Conditions.
6.5 Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long
as any of the Relevant Issuer Notes is outstanding, the termination of
the appointment of the Calculation Agent (whether by the Master Issuer
or by the resignation of the Calculation Agent) shall not be effective
unless upon the expiry of the relevant notice a successor Calculation
Agent approved in writing by the Note Trustee has been appointed. The
Master Issuer agrees with the Calculation Agent that if, by the day
falling 10 days before the expiry of any notice under subclause 6.4,
the Master Issuer has not appointed a replacement Calculation Agent
approved in writing by the Note Trustee, the Calculation Agent shall
be entitled, on behalf of the Master Issuer to appoint as a successor
Calculation Agent in its place a reputable financial institution of
good standing which the Master Issuer and the Note Trustee shall
approve.
6.6 Upon its appointment becoming effective, a successor Calculation Agent
shall without further action, become vested with all the authority,
rights, powers, duties and obligations of its predecessor with the
same effect as if originally named as the Calculation Agent under this
Agreement.
6.7 If the appointment of the Calculation Agent under this Agreement is
terminated (whether by the Master Issuer or by the resignation of the
Calculation Agent), the Calculation Agent shall on the date on which
the termination takes effect deliver to the successor Calculation
Agent any records concerning the Relevant Issuer Notes maintained by
it (except those documents and records which it is obliged by law or
regulation to retain or not to release), but shall have no other
duties or responsibilities under this Agreement.
6.8 Any corporation into which the Calculation Agent may be merged or
converted, or any corporation with which the Calculation Agent may be
consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Calculation Agent shall be a party, or
any corporation to which the Calculation Agent shall sell or otherwise
transfer all or substantially all of its assets shall, on the date
when the merger, consolidation or transfer becomes effective and to
the extent permitted by any applicable laws, becomes the successor
Calculation Agent under this Agreement without the execution or fling
of any paper or any further act on the part of
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any of the parties to this Agreement, unless otherwise required by the
Master Issuer and after the said effective date all references in this
Agreement to the Calculation Agent shall be deemed to be references to
such successor corporation. Written notice of any such merger,
conversion, consolidation or transfer shall immediately be given to
the Master Issuer, the Note Trustee, the Principal Paying Agent and
the Rating Agencies by the Calculation Agent.
7. Communications
7.1 All communications shall be by telex, fax or letter delivered by hand.
Each communication shall be made to the relevant party at the telex
number, fax number or address and marked for the attention of the
person or department from time to time specified in writing by that
party to the others for the purpose. The initial telex number, fax
number and person or department so specified by each party are set out
in Clause 17 of the Issuer Paying Agent and Agent Bank Agreement or,
in the case of the Calculation Agent, on the signature page of this
Agreement.
7.2 A communication shall be deemed received (if by telex) when a
confirmed answerback is received at the end of the transmission, (if
by fax) when an acknowledgement of receipt is received or (if by
letter) when delivered, in each case in the manner required by this
clause. However, if a communication is received after business hours
on any business day or on a day which is not a business day in the
place of receipt it shall be deemed to be received and become
effective at the opening of business on the next business day in the
place of receipt. Every communication shall be irrevocable save in
respect of any manifest error in it.
8. Change Of Note Trustee
8.1 If there is any change in the identity of the Note Trustee in
accordance with the Issuer Trust Deed, the parties of this Agreement
shall execute such documents and take such action as the successor
Note Trustee and the outgoing Note Trustee may reasonably require for
the purpose of vesting in the successor Note Trustee the rights of the
outgoing Note Trustee under this Agreement.
8.2 It is hereby acknowledged and agreed that by its execution of this
Agreement the Note Trustee shall not assume or have any obligations or
liabilities to any of the other parties hereto under this Agreement
and that the Note Trustee has agreed to become a party to this
Agreement for the purpose only of taking the benefit of this Agreement
and agreeing to amendments thereto. Any liberty or right which may be
exercised or any determination which may be made under this Agreement
by the Note Trustee may be exercised or made in the Note Trustee's
absolute discretion without any obligation to give reasons therefor,
and the Note Trustee shall not be responsible for any Liability
occasioned by so acting but subject always to the provisions of clause
18 of the Issuer Trust Deed.
9. Descriptive Headings And Counterparts
9.1 The descriptive headings in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.
9.2 This Agreement may be executed in any number of counterparts, and this
has the
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same effect as if the signatures on the counterparts were on a single
copy of this Agreement.
10. Non-Petition and Limited Recourse
10.1 Limited Recourse: Each party hereto agrees that notwithstanding any
other provisions hereof, all payments to be made by the Master Issuer
under this Agreement will be payable only from, and to the extent of,
the sums paid to, or net proceeds recovered by or on behalf of, the
Master Issuer or the Issuer Security Trustee in respect of the Issuer
Charged Property less any amount which is required to be paid to any
other person in priority to or in the same priority as the relevant
party hereto subject to and in accordance with the Issuer Priority of
Payments and there will be no other assets of the Master Issuer
available for any further payments and following the realisation of
the Issuer Charged Property and the distribution of the proceeds
thereof in accordance with the Issuer Deed of Charge none of the
parties hereto shall be entitled to take any further steps against the
Master Issuer to recover any sums due hereunder but still unpaid and
all outstanding claims in respect of such sums due but still unpaid
shall be extinguished. The parties hereto look solely to such sums and
proceeds and the rights of the Master Issuer in respect of the Issuer
Charged Property (net as aforesaid) for payments to be made by the
Master Issuer. The obligations of the Master Issuer to make such
payments hereunder will be limited to such sums and the proceeds of
realisation of the Issuer Charged Property (net as aforesaid) and the
parties hereto will have no further recourse in respect thereof.
10.2 Non-Petition: The Calculation Agent hereby covenants and agrees with
the Master Issuer, the Issuer Security Trustee and the Note Trustee
that:
(a) only the Issuer Security Trustee may enforce the security created
in favour of the Issuer Security Trustee by the Issuer Deed of
Charge in accordance with its provisions; and
(b) save as provided in the Issuer Deed of Charge, it shall not take
any steps for the purpose of recovering any sums due under this
Agreement or enforcing any rights arising out of this Agreement
or institute against the Master Issuer or join any other person
in instituting against Master the Issuer any winding-up,
administration, reorganisation, liquidation, bankruptcy,
insolvency or other proceedings of the Master Issuer for so long
as the Issuer Notes are outstanding and until two years and one
day has elapsed after all amounts outstanding under the Issuer
Secured Obligations have been paid in full.
11. Contracts (Rights Of Third Parties) Act 1999
A person who is not a party to this Agreement has not 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.
12. Governing Law
This Agreement is governed by, and shall be construed in accordance
with, the laws of England.
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THIS AGREEMENT has been entered into on the date stated at the beginning of
this Agreement.
The Master Issuer
Executed by
GRANITE MASTER ISSUER plc
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
The Note Trustee
Executed by
THE BANK OF NEW YORK
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
The Calculation Agent
Executed by
[o]
as follows:
[o] By
--------------------------------------
Duly Authorised Attorney/Signatory
Name
--------------------------------------
[Address of Calculation Agent]
Telephone Number: [o]
Fax Number: [o]
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SCHEDULE TO THE CALCULATION AGENCY AGREEMENT
-------------------- ----------------- ------------------ ----------------- ------------------
Series number Issue Date Maturity Date Title and Annotation by
Nominal Amount Calculation
Agent/Issuer
-------------------- ----------------- ------------------ ----------------- ------------------
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EXECUTION PAGE
The Master Issuer
Executed by
GRANITE MASTER ISSUER plc
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
The Principal Paying Agent, the Agent Bank,
the Registrar, and the Transfer Agent
Executed by
CITIBANK, N.A.
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
The US Paying Agent
Executed by
CITIBANK, N.A.
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
The Note Trustee and the Issuer Security Trustee
Executed by
THE BANK OF NEW YORK
as follows: By
Signed for and on its behalf by one of its --------------------------------------
duly authorised attorneys/signatories Duly Authorised Attorney/Signatory
Name
--------------------------------------
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