Exhibit 4.7
Dated [ ] September 2003
GRANITE MORTGAGES 03-3 PLC
as Current Issuer
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
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ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
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SIDLEY AUSTIN BROWN & WOOD
1 THREADNEEDLE STREET
LONDON EC2R 8AW
TELEPHONE 020 7360 3600
FACSIMILE 020 7626 7937
CONTENTS
1. Definitions and Interpretation..........................................1
2. Appointment of the Agents...............................................2
3. The Current Issuer Notes; Authentication................................3
4. Duties of Agents........................................................4
5. Exchanges of Global Note Certificates and Delivery of Individual
Note Certificates.......................................................6
6. Replacement Note Certificates...........................................6
7. Payments to the Paying Agents...........................................7
8. Payments to Noteholders.................................................9
9. Transfers of Current Issuer Notes......................................11
10. Miscellaneous Duties of the Agents.....................................12
11. Agents to act for Note Trustee.........................................15
12. Fees and Expenses......................................................16
13. Terms of Appointment...................................................17
14. No Liability for Consequential Loss....................................18
15. Termination of Appointment.............................................19
16. Non-Petition and Limited Recourse......................................22
17. Notices................................................................23
18. Third Party Rights.....................................................24
19. Time of the Essence....................................................24
20. Variation and Waiver...................................................24
21. Execution in Counterparts; Severability................................24
22. Governing Law and Jurisdiction; Process Agent; Appropriate Forum.......25
23. Exclusion of Liability.................................................25
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SCHEDULE 1 SPECIFIED OFFICES OF THE AGENTS..................................26
SCHEDULE 2 REGULATIONS CONCERNING THE TRANSFER, EXCHANGE
AND REGISTRATION OF THE CURRENT ISSUER NOTES.....................27
EXECUTION PAGE..............................................................31
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THIS AGREEMENT is made on [ ] September 2003
BETWEEN:
(1) GRANITE MORTGAGES 03-3 PLC (registered number 4823268), a public
limited company incorporated under the laws of England and Wales
whose registered office is Fifth Floor, 100 Wood Street, London EC2V
7EX as Current Issuer;
(2) CITIBANK, N.A., acting through its office at 5 Carmelite Street,
London EC4Y 0PA in its capacity as Principal Paying Agent;
(3) CITIBANK, N.A., acting through its office at Global Agency and Trust,
111 Wall Street, 14th Floor, New York, N.Y. 10043, U.S.A. in its
capacity as US Paying Agent;
(4) CITIBANK, N.A., acting through its office at 5 Carmelite Street,
London EC4Y 0PA in its capacity as Agent Bank;
(5) CITIBANK, N.A., acting through its office at 5 Carmelite Street,
London EC4Y 0PA in its capacity as Registrar;
(6) CITIBANK, N.A., acting through its office at 5 Carmelite Street,
London EC4Y 0PA in its capacity as Transfer Agent; and
(7) THE BANK OF NEW YORK, acting through its office at 48th Floor, One
Canada Square, London E14 5Al at in its capacity as Note Trustee.
WHEREAS:
By a resolution of a duly authorised Board of Directors of the Current Issuer
passed on [ ] September 2003, the Current Issuer authorised the creation and
issue of the Current Issuer Notes constituted by the Current Issuer Trust Deed
and secured by the Current Issuer Deed of Charge.
IT IS AGREED as follows:
1. Definitions and Interpretation
1.1 The provisions of:
(a) the Master Definitions Schedule as amended and restated by (and
appearing as Appendix 1 to) the Master Definitions Schedule Sixth
Amendment Deed made on [ ] September 2003 between, among others,
the Seller, Funding and the Mortgages Trustee, and
(b) the Issuer Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood and Allen & Overy on
[ ] September 2003,
(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.
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The Issuer Master Definitions Schedule specified above shall prevail
to the extent that it conflicts with the Master Definitions Schedule.
1.2 Where the context permits, references in this agreement to a "Current
Issuer Note" shall mean, while any of the Current Issuer Notes are
represented by a Global Note Certificate, such Global Note
Certificate, and while any of the Current Issuer Notes are represented
by one or more Individual Note Certificates, such Individual Note
Certificates.
1.3 Where the context permits, references in this agreement to the
"Holder" of a Current Issuer Note means the person in whose name such
Current 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
Current 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 Current 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
Current Issuer Notes;
(d) the Registrar acting through its Specified Office as registrar
for the Current Issuer Notes; and
(e) the Transfer Agent acting through its Specified Office as
transfer agent for the Current 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 Current Issuer and, for the purpose of
Clause 11 (Agents to act for Note Trustee) only, the Note Trustee in
relation to the Current Issuer Notes and agrees to comply with the
provisions of this Agreement and to perform its duties under the
Current 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 Current Issuer and, for the purpose of Clause 11 (Agents to act
for Note Trustee) only, the Note Trustee in relation to the Current
Issuer Notes and agrees to comply with the provisions of this
Agreement and to perform its duties under the Current Issuer
Conditions.
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3. The Current 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
class of the 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 the US Notes. The Reg S Notes will be initially offered
and sold outside the United States to non-US persons pursuant to Reg
S. Each class of the 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 respective forms set out in Schedule 1 (Forms of
Global Note Certificates) to the Current Issuer Trust Deed. The Global
Note Certificates shall be executed manually or in facsimile by an
Authorised Signatory of the Current Issuer and authenticated manually
by or on behalf of the Registrar on the Closing Date.
3.2 Individual Note Certificates: The Global Note Certificates will be
exchangeable for Individual Note Certificates in the circumstances
described therein. If the Current Issuer is required to deliver
Individual Note Certificates pursuant to the terms of the relevant
Global Note Certificate and the Current 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 (Forms of
Individual Note Certificates) to the Current 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 Current Issuer and authenticated manually by or on behalf
of the Registrar.
3.3 Facsimile signatures on Note Certificates: The Current 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 Current 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 Current Issuer. No Note Certificate
representing a Current 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 Current Issuer Trust Deed.
3.4 Authentication and Deposit of Global Note Certificates: The Current
Issuer shall, on or prior to the Closing Date, deliver each
unauthenticated Global Note Certificate to or to the order of the
Registrar for authentication in accordance with Clause 3.1 (Global
Note Certificates). The Registrar shall, on or about the Closing Date,
authenticate each Global Note Certificate in accordance with Clause
3.1 (Global Note Certificates). The Euro Global Note Certificates and
the Sterling Global Note
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Certificates shall be registered in the name of Citivic Nominees
Limited as nominee for, and shall be deposited on or about the Closing
Date with, the Common Depositary. The Dollar Global Note Certificates
shall be registered in the name of Cede & Co. as nominee of DTC, and
shall be deposited on or about the Closing Date with, the DTC
Custodian. The Current 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 Current 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 Current 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 Current Issuer
Note.
3.5 Availability of Individual Note Certificates: If the Current Issuer is
required to deliver Individual Note Certificates pursuant to the terms
of the Global Note Certificates (or either of them) and the Current
Issuer Trust Deed, the Current 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 Current 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 Current Issuer Trust Deed for authentication
in accordance with Clause 3.2 (Individual Note Certificates). The
Current 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 Current 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
Current Issuer Conditions and such other duties as are reasonably
incidental thereto at the request of the Current 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) on each Interest Determination Date determine the Rate of
Interest for each class of Current Issuer Notes for the relevant
Interest Period and the Interest Amount in respect of each class
of Current Issuer Notes on the Payment Date falling at the end of
such Interest Period in each case in accordance with the Current
Issuer Conditions;
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(b) promptly following each such Interest Determination Date or as
soon as practicable (or, in any event, within 2 days) after
determining the Rate of Interest applicable to each class of
Current Issuer Notes for any period in accordance with the
Current Issuer Conditions, cause the Rate of Interest and the
Interest Amount in respect of each class of Current Issuer Notes
and the Payment Date falling at the end of the relevant Interest
Period to be notified to the Current Issuer, the Note Trustee,
the Account Bank, the Current Issuer Account Bank, the Registrar,
the Paying Agents, the Current Issuer Cash Manager and 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
4.2 (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 each class of Current Issuer
Notes as provided in Condition 4 (Interest) of the Current Issuer
Notes;
(c) cause notice of the Rate of Interest and Interest Amounts in
respect of each class of Current Issuer Notes for each Interest
Period and the related Payment Date to be notified to the London
Stock Exchange or any other stock exchange or, as the case may
be, listing authority that it may be notified of pursuant to
Clause 4.2 (Listing) and to be published in accordance with the
Current Issuer Conditions;
(d) determine the Rate of Interest in respect of each class of
Current Issuer Notes in accordance with Condition 4(C) (Rates of
Interest) and notify the Funding GIC Provider of the Rates of
Interest which shall apply for the relevant Interest Period;
(e) save as expressly provided otherwise carry out all other relevant
calculations (if any) under the Current Issuer Conditions; and
(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 Current
Issuer, the Current Issuer Cash Manager, the other Agents and the
Note Trustee.
4.2 Listing: The Current Issuer Notes, on issue, are expected to be
admitted to the Official List of the UK Listing Authority and to be
admitted to trading on the London Stock Exchange. The Current Issuer
will advise the Agent Bank and the Note Trustee in writing if such
listing is withdrawn or if the Current Issuer Notes become listed by
any other listing authority or, as the case may be, admitted to
trading on any other stock exchange.
4.3 Duties of the Registrar: 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 Current Issuer Trust
Deed, the Global Note Certificates and the Current Issuer Conditions.
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4.4 Authority to authenticate: Each of the Registrar, the Transfer Agent
or their designated agent is authorised and instructed by the Current
Issuer to authenticate the Note Certificates 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 Certificate and set out
in Clause 3.3 (Individual Note Certificates) of the Current 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 Current Issuer Conditions and the Current
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 Current Issuer
Conditions and the Current 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
6
case may be shall, upon and in accordance with the instructions of the
Current Issuer (which instructions may, without limitation, include
such terms as to the payment of expenses and as to evidence, security
and indemnity as the Current 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 a
Current Issuer Note in the same form as) the relevant Global Note
Certificate or, as the case may be, Individual Note Certificate which
the Current 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 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 Current Issuer, Registrar or Transfer Agent, as the case
may be, with such evidence and indemnity as the Current 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 Current 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 Current Issuer to pay the Paying Agents: In order to provide for the
payment of interest and principal in respect of the Current Issuer
Notes as the same becomes due and payable in accordance with the
Current Issuer Conditions and the Current Issuer Trust Deed, the
Current 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 the Current Issuer Notes on
such Payment Date.
7.2 Manner and Time of Payment: The Current 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)
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on each Payment Date, or other date on which any payment of principal
and interest in respect of the Current Issuer Notes becomes due,
unconditionally pay or cause to be unconditionally paid to the Paying
Agents by credit transfer such amounts in sterling, euro or dollars,
as the case may be, 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 the Current 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 case of sterling and euro payments, in London and
in the case of dollar payments, New York) as shall be notified to the
Current Issuer, the Current 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 Current Issuer, the Current 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 Current Issuer: The Current 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 Current Issuer
Notes: The Current 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 Current Issuer
Cash Manager or other person on behalf of the Current 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 Current Issuer Conditions in respect of each
class of the Current Issuer Notes on the 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 Current 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 Current 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 Current 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
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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 Current Issuer Conditions in which event they
shall repay to the Current Issuer such portion of such amount as
relates to such payment, by paying the same by credit transfer in
sterling, euro or dollars, as the case may be, to such account with
such bank as the Current 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 Current Issuer, the Current Issuer Cash
Manager, 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 Current Issuer Notes: Each Paying Agent acting
through its Specified Office shall make payments of interest and
principal in respect of the Current Issuer Notes in accordance with
the Current Issuer Conditions and so long as the Current Issuer Notes
are evidenced by Global Note Certificates, the terms thereof, provided
however, that:
(a) no Paying Agent will make any payment of interest or principal in
respect of any class of the Current Issuer Notes in an amount
which is greater than the amount of interest or principal payable
in accordance with the Current Issuer Conditions in respect of
such class of Current Issuer Notes and notified to the Paying
Agents in accordance with Clause 7.4 (Confirmation of Amounts
Payable in respect of the Current Issuer Notes);
(b) whilst the Current Issuer Notes of any class continue to be
represented by Global Note Certificates, all payments of
principal or interest (as the case may be) due in respect of such
Current 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 Current Issuer in writing of such
presentation or surrender and shall not make payment against the
same until it is so instructed by the Current 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 the Current 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
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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 Current 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, of the names of all
Noteholders appearing in the Register on the 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 the Current
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 the Record Date or, if the Noteholder has so elected
in accordance with the Current Issuer Conditions, by transfer to the
relevant dollar, euro or sterling account, as the case may be;
provided that no payment in respect of any Current Issuer Notes will
be made on the final date for redemption or payment, or such earlier
date as the relevant Current 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 the Current 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 Current Issuer
Notes), it shall be entitled to appropriate for its own account out of
the funds received by it under Clause 7.1 (Current Issuer to pay the
Paying Agents) an amount equal to the amount so paid by it.
8.5 Reimbursement by Current Issuer: If any Paying Agent makes a payment
in respect of the Current 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 (Current Issuer to pay the Paying
Agents) and that Paying Agent is not able out of the funds received by
it under Clause 7.1 (Current Issuer to pay the Paying Agents) to
reimburse such Paying Agent therefor by appropriation under Clause 8.4
(Appropriation by Paying Agent), the Current Issuer shall from time to
time on written demand pay to that Paying Agent for account of such
Paying Agent:
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(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 Current Issuer's obligations under Clause 7.1
(Current 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.
9. Transfers of Current 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 Current 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 Current Issuer Conditions.
The Register shall show the aggregate principal amount outstanding of
each Current 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 Current Issuer, the
Current 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
Current 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 Current Issuer Notes, the Current Issuer
Conditions, the Regulations and the Current Issuer Trust Deed. In
particular the Registrar shall, subject to and in accordance with the
Current Issuer Conditions and the Regulations, within such period of
time as is set out in the Current 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 Current
11
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 Current Issuer
Notes.
9.5 Transfer Agent to receive requests for transfers of Current Issuer
Notes: The Transfer Agent shall receive requests for the transfer of
Current Issuer Notes in accordance with the Current 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 Current 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
(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 the Current
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 Current
Issuer Notes are transferred only in accordance with the Current
Issuer Conditions, the Regulations, this Agreement and the Current
Issuer Trust Deed.
9.6 Regulations: In the event that Individual Note Certificates with
respect to the Current Issuer Notes are required to be issued, the
Registrar shall (after consultation with the Current 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 Current 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
Current Issuer Notes) hereto. The Regulations may be changed by the
Current 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 a Current 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 Current Issuer, the Current 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
12
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 Current Issuer, the Current Issuer Cash Manager, the
Note Trustee and the other Agents; and
(c) make copies of this Agreement, the Current Issuer Trust Deed, the
Current Issuer Deed of Charge, the Master Definitions Schedule
and the Current 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 Current Issuer Conditions, or (iii)
exchanged, shall forthwith be cancelled on behalf of the Current
Issuer;
(b) shall keep a record of the aggregate principal amount of the
Current 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 Current
Issuer, any other Paying Agent and the Note Trustee any certifications
received by it in accordance with or otherwise in relation to the
Current Issuer Notes.
10.5 Forwarding of Communications: Each Agent shall promptly forward to the
Current Issuer and the Note Trustee a copy of any notice or
communication addressed to the Current 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 Current 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
Current 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 Current Issuer Notes are then listed, (if any)
and any Clearing System.
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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 Current
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 Current Issuer Trust Deed) of the Noteholders, the
Registrar shall, at the request of any Noteholder in accordance with
the Current 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 Current 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 Current Issuer and the Note 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 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 Current Issuer Trust Deed, the Registrar shall:
(a) five Business Days prior to each Payment Date notify the Current
Issuer, the Current Issuer Cash Manager and the other Agents of
the aggregate principal amount outstanding of the relevant
Current 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 Current Issuer, the
Current 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 Current
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 Current 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 Current Issuer Conditions and the Current Issuer
Trust Deed.
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No transfer from a holder of an Individual Note Certificate shall be
registered for a period of 15 days immediately preceding a Payment
Date.
10.11 Additional Duties of the Transfer Agent: Subject as provided in and in
accordance with the Current Issuer Conditions, the Regulations and
this Agreement or if otherwise requested by the Current 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 Current 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 Current Issuer Notes, receive requests for the
transfer of Note Certificates, forms of transfer, Forms of Proxy,
certificates and other evidence, inform the Registrar of the name
and address of the holder of each such Note 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 Current 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
Current 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 Current 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 Current 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
the Current Issuer Notes on behalf of the Note Trustee; and/or
15
(b) deliver up all Note Certificates and all sums, documents and
records held by them in respect of the Current 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 Current 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 Current 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 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 Current Issuer shall pay to each Agent, during the period
when any of the Current Issuer Notes remains outstanding, such fees as
have been agreed in writing between the Current 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 Current Issuer, the unearned
portion, calculated on a pro rata basis of the said fees.
12.2 Front-end Expenses: The Current 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 Current 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 Current Issuer to any Agent
under this Clause 12 (Fees and Expenses) shall only be payable in
accordance with and subject to the Current Issuer Priority of Payments
which is applicable to the Current Issuer at the time of payment.
16
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 Current
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 Current Issuer Note as the absolute
owner of such Current Issuer Note for all purposes and (save as
expressly provided hereunder) make payments thereon.
(b) Each Agent may in connection with its services hereunder:
(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
Current 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
Current Issuer for determination by the Current 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 Current
Issuer as to any fact or matter prima facie within the
knowledge of the Current Issuer as sufficient evidence
thereof.
13.2 Provision of Specimen Signatures: The Current 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)
17
be under any fiduciary duty towards or have any relationship of agency
or trust for or with any person other than the Current 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 Current 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 Current 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 Current 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 Current Issuer Trust Deed.
13.4 Freedom to Transact: Each Agent may purchase, hold and dispose of
beneficial interests in a Current Issuer Note and may enter into any
transaction (including, without limitation, any depository, trust or
agency transaction) with the Current Issuer or any holders or owners
of any Current Issuer Notes or with any other party hereto in the same
manner as if it had not been appointed as the agent of the Current
Issuer or the Note Trustee in relation to the Current Issuer Notes.
13.5 Indemnity in favour of the Agents: The Current 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 Current Issuer or the Note
Trustee in relation to the Current 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 Current Issuer: Each Agent shall severally
indemnify the Current 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 Current 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
Current Issuer).
14. No Liability for Consequential Loss
No Paying Agent shall in any event be liable to the Current Issuer or
to any other party to the Current 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.
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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 classes of
Current 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 Current Issuer, the Current 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
the Current Issuer Notes or any Payment Date in relation to the
Current 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 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 Current 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 Current 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
19
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 Current Issuer, the Current 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 Current
Issuer shall forthwith appoint a successor in accordance with Clause
15.4 (Additional and Successor Agents).
15.4 Additional and Successor Agents: The Current 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 Current 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 Current Issuer as is practicable in the circumstances and
with the prior written approval of the Note Trustee and the Current
Issuer (provided such failure to appoint was not due to default by the
Current Issuer), appoint as its successor agent any reputable and
experienced bank or financial institution and give notice of such
appointment to the Current Issuer, the Note Trustee, the Current
Issuer Cash Manager, the remaining Agents and the Noteholders.
15.6 Rights of Successor Agent: Upon the execution by the Current 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 Current Issuer Notes, if any) held by such predecessor
hereunder.
15.7 Maintenance of a Paying Agent in the European Union: The Current
Issuer undertakes that when the directive on the taxation of savings
income adopted by the ECOFIN Council on 3 June 2003 is implemented, it
shall ensure that it maintains a
20
Paying Agent in a European Union member state that will not be obliged
to withhold or deduct tax pursuant to such directive or any law
implementing or complying with, or introduced in order to conform 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 class or classes of Current 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 class or classes of Current 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 Current 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 Current Issuer such part of any fee paid to it in
accordance with Clause 12.1 (Fees) as shall relate to any period
thereafter;
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(c) deliver to the Current 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 Current 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 the Current 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
Current 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 Current Issuer
Conditions but the costs of giving such notice shall be borne by such
Agent changing its office and not by the Current 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 Current 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 Current 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 Current 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
Current Issuer or the Note Trustee in respect of the Current 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 Current Issuer
Priority of Payments and there will be no other assets of the Current
Issuer available for any further payments and following the
realisation of the Current Issuer Charged Property and the
distribution of the proceeds thereof in accordance with the Current
Issuer Deed of Charge none of the parties hereto shall be entitled to
take any further steps against the
22
Current 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 Current Issuer in respect of the
Current Issuer Charged Property (net as aforesaid) for payments to be
made by the Current Issuer. The obligations of the Current Issuer to
make such payments hereunder will be limited to such sums and the
proceeds of realisation of the Current 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
Current Issuer and the Note Trustee that:
(a) only the Note Trustee may enforce the security created in favour
of the Note Trustee by the Current Issuer Deed of Charge in
accordance with its provisions; and
(b) save as provided in the Current Issuer Trust Deed, 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 Current Issuer or join any
other person in instituting against the Current Issuer any
winding-up, administration, reorganisation, liquidation,
bankruptcy, insolvency or other proceedings of the Current Issuer
for so long as the Current Issuer Notes are outstanding and until
two years and one day has elapsed after all amounts outstanding
under the Current Issuer Secured Obligations have been paid in
full.
16.3 Payment to Note Trustee: Each of the Agents hereby undertakes with the
Note Trustee and the Current Issuer that if, whether in the
liquidation of the Current Issuer or otherwise any payment is made to
or amount recovered by any Agent otherwise than in accordance with the
Current Issuer Deed of Charge, the amount so paid or recovered shall
be paid by such Agent to the Note 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 Current Issuer, to Granite Mortgages 03-3 plc,
c/o Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile
number 020 7606 0643) for the attention of: Company Secretary
with a copy to Northern Rock plc, Northern Rock House, Gosforth,
Newcastle upon Tyne NE3 4PL (facsimile number 0191 213 2203) for
the attention of the Group Secretary;
(b) in the case of the Note Trustee, to The Bank of New York (London
Branch) at 48th Floor, One Canada Square, London E14 5AI
(facsimile number 020 7964
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6061/6399) for the attention of: Global Structured Products Unit
(Corporate Trust);
(c) in the case of the Current Issuer Cash Manager to Northern Rock
plc, Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
(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 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) Act 1999, 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.
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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 Current 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 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.
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SCHEDULE 1
SPECIFIED OFFICES OF THE AGENTS
The Principal Paying Agent
Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA
The US Paying Agent
Citibank, N.A.
Global Agency and Trust
111 Wall Street, 14th Floor
New York N.Y. 10043
U.S.A.
The Agent Bank
Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA
The Registrar
Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA
The Transfer Agent
Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA
The Note Trustee
The Bank of New York (London Branch)
48th Floor
One Canada Square
London E14 5AL
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SCHEDULE 2
REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
REGISTRATION OF THE CURRENT ISSUER NOTES
1. The Current Issuer Notes are in their respective Authorised
Denominations of (GBP)1,000, (GBP)10,000, $1,000, $10,000, (Euro)1,000
or (Euro)10,000 depending on the currency of denomination, or in such
other denominations as the Note Trustee shall determine and notify to
the relevant Noteholders. Each Dollar Note shall be held in an
Authorised Dollar Holding, each Sterling Note shall be held in an
Authorised Sterling Holding and each Euro Note shall be held in an
Authorised Euro Holding.
2. Subject to paragraphs 4, 6 and 11 below, a Current 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 a Current 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 a Current Issuer Note shall conform to any list
of duly authorised specimen signatures supplied by the holder of such
Current 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 a Current Issuer Note to be
registered during the period of 15 calendar days ending on a Payment
Date in respect of such Current Issuer Note.
5. No Noteholder which has executed a Form of Proxy in relation to any
Meeting may require the transfer of a Current 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 a Current 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
27
persons recognised by the Current Issuer as having any title to such
Current Issuer Note.
7. Any person becoming entitled to any Current Issuer Notes in consequence
of the death or bankruptcy of the holder of such Current 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
opinions), become registered himself as the holder of such Current
Issuer Notes or, subject to the provisions of these Regulations, the
Current Issuer Notes and the relevant Current Issuer Conditions as to
transfer, may transfer such Current Issuer Notes. The Current Issuer,
the Transfer Agent and the Registrar shall be at liberty to retain any
amount payable upon the Current Issuer Notes to which any person is so
entitled until such person shall be registered as aforesaid or shall
duly transfer such Current Issuer Notes.
8. Unless otherwise required by him and agreed by the Current Issuer and
the Registrar, the holder of any Current Issuer Notes shall be entitled
to receive only one Note Certificate in respect of his holding.
9. The joint holders of any Current 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 Current Issuer Notes may transfer all or part of his holding
provided that both the principal amount of Current Issuer Notes
transferred and the principal amount of the balance transferred are in
an amount equal to an Authorised Denomination. Where a holder of Current
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 Current Issuer, the Transfer Agent and the Registrar shall, save in
the case of the issue of replacement Current Issuer Notes pursuant to
the Current Issuer Conditions, make no charge to the holders for the
registration of any holding of Current Issuer Notes or any transfer
thereof or for the issue of any Current 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 a Current 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 Current Issuer Note
transferred are presented to the Transfer Agent and/or the Registrar in
accordance with the Current Issuer Paying Agency and Agent Bank
Agreement and these Regulations and subject to unforeseen
28
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 Current 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" 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 Current 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 Current 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 Current
Issuer Note; and
(d) if the Current 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 Current Issuer Notes; or
(b) the transfer of Current 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 Current 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:
29
"THIS CURRENT 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 CURRENT
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 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 Current
Issuer Notes are represented by a Global Note Certificate which is held
by or on behalf of DTC, transfers, exchanges or replacements of the
Current Issuer Notes represented by such Global Note Certificate shall
only be made in accordance with the legends relating to DTC set forth
thereon.
30
EXECUTION PAGE
The Current Issuer
Executed by
GRANITE MORTGAGES 03-3 PLC
as follows: By _________________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
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 Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name __________________________________________
The US Paying Agent
Executed by
CITIBANK, N.A.
as follows: By _________________________________________
Signed for and on its behalf by one of its duly Duly Authorised Attorney/Signatory
authorised attorneys/signatories
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 Duly Authorised Attorney/Signatory
authorised attorneys/signatories
Name __________________________________________
31