EXHIBIT 4.7
Dated [22] September 2004
-------------------------
GRANITE MORTGAGES 04-3 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
________________________________________________________________________________
ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
________________________________________________________________________________
SIDLEY AUSTIN BROWN & WOOD
WOOLGATE EXCHANGE
25 BASINGHALL STREET
LONDON EC2V 5HA
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...........................................7
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....................................19
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 [22] September 2004
BETWEEN:
(1) GRANITE MORTGAGES 04-3 PLC (registered number 5168395), 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 [o] September 2004, 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 Ninth
Amendment Deed made on [22] September 2004 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 LLP
on [22] September 2004,
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(as the same have been and may be amended, varied or supplemented from
time to time with the consent of the parties hereto) are expressly and
specifically incorporated into and shall apply to this Agreement.
The Issuer Master Definitions Schedule specified above shall prevail to
the extent that it conflicts with the 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
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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.
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
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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 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:
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(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;
(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
5
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.
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
6
Individual Note Certificates).
6. Replacement Note Certificates
6.1 Delivery of Replacements: Subject to and in accordance with this Clause 6
(Replacement Note Certificates) and Condition 13 (Replacement of Notes)
and receipt of replacement Global Note Certificates and/or Individual
Note Certificates (as the case may be), the Registrar or the Transfer
Agent, as the case may be shall, upon and in accordance with the
instructions of the 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
7
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) 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;
8
(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 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;
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(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 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
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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:
(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
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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 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
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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 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.
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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.
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
14
(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.
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
15
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
(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
16
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.
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.
17
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) 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).
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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.
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;
19
(d) an administrator or liquidator of such Agent or the whole or any
part of the undertaking, assets and revenues of such Agent is
appointed (or application for any such appointment is made);
(e) such Agent takes any action for a readjustment or deferment of any
of its obligations or makes a general assignment or an arrangement
or composition `with or for the benefit of its creditors or declares
a moratorium in respect of any of its indebtedness;
(f) an order is made or an effective resolution is passed for the
winding up of such Agent; or
(g) any event occurs which has an analogous effect to any of the
foregoing in relation to such Agent.
On the occurrence of any of the above, the relevant Agent shall forthwith
notify the 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
20
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, if the European Council Directive 2003/48/EC or any
other Directive implementing the conclusions of the ECOFIN Council
meeting of 26-27 November 2000 is brought into force, it will ensure that
it maintains a paying agent in an EU Member State that will not be
obliged to withhold or deduct tax pursuant to such Directive.
15.8 Limitations on Resignation and Revocation: Notwithstanding Clause 15.1
(Resignation) and Clause 15.2 (Revocation):
(a) if at any time there should be only one Paying Agent, no resignation
by or termination of the appointment of the Paying Agent shall take
effect until a successor paying agent in respect of the affected
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
21
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;
(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
22
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 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 04-3 plc,
c/o Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile number
020 7606
23
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 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
24
enforceability of the remaining provisions or obligations under this
Agreement, or of such provision or obligation in any other jurisdiction,
shall not be affected or impaired thereby.
22. Governing Law and Jurisdiction; Process Agent; Appropriate Forum
22.1 Governing Law: This Agreement is governed by, and shall be construed in
accordance with, English law.
22.2 Jurisdiction: The parties hereto irrevocably agree for the benefit of the
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)500,000 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 04-3 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