Exhibit 4.7
CONFORMED COPY
AMENDED AND RESTATED MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
28 MARCH 2007
▇▇▇▇▇▇ MASTER ISSUER PLC
(as Master Issuer)
and
THE BANK OF NEW YORK, LONDON BRANCH
(as Principal Paying Agent)
and
THE BANK OF NEW YORK, LONDON BRANCH
(as Agent Bank)
and
THE BANK OF NEW YORK, NEW YORK BRANCH
(as US Paying Agent)
and
THE BANK OF NEW YORK (LUXEMBOURG) S.A.
(as Registrar)
and
THE BANK OF NEW YORK (LUXEMBOURG) S.A.
(as Transfer Agent)
and
THE BANK OF NEW YORK, LONDON BRANCH
(as Note Trustee)
and
THE BANK OF NEW YORK, LONDON BRANCH
(as Master Issuer Security Trustee)
IN RESPECT OF THE MASTER ISSUER'S RESIDENTIAL MORTGAGE BACKED NOTE ISSUANCE
PROGRAMME
[GRAPHIC OMITTED]
▇▇▇▇▇ & OVERY LLP
CONTENTS
Clause Page
1. Definitions and Interpretation..........................................2
2. Appointment of the Agents...............................................2
3. The Master Issuer Notes.................................................3
4. Delivery of Definitive Notes; Transfers and Exchanges of Global Master
Issuer Notes............................................................5
5. Replacement Master Issuer Notes.........................................6
6. Payments to the Principal Paying Agent..................................7
7. Payments to Noteholders.................................................9
8. Miscellaneous Duties of the Paying Agents, the Registrar and Transfer
Agent..................................................................12
9. Agents to act for Note Trustee and Master Issuer Security Trustee......16
10. Fees and Expenses......................................................17
11. Terms of Appointment...................................................18
12. Termination of Appointment.............................................20
13. Non-Petition...........................................................24
14. Assignment.............................................................24
15. Time...................................................................25
16. Notices and Demands....................................................25
17. Master Issuer Security Trustee as a party..............................26
18. Miscellaneous..........................................................26
19. Exclusion of Third Party Rights........................................26
20. Governing Law..........................................................27
21. Exclusion of Liability.................................................28
SCHEDULES
1 Specified Offices of the Agents........................................29
2. Regulations concerning the transfer, exchange and registration of the
registered Definitive Notes............................................30
SIGNATORIES
Signatories...................................................................32
APPENDIX
1. Servicing criteria to be addressed in Report on Assessment of
Compliance.............................................................34
THIS AMENDED AND RESTATED MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT
is made on 28 March 2007
BETWEEN:
(1) ▇▇▇▇▇▇ MASTER ISSUER PLC (registered number 5953811), a public limited
company incorporated under the laws of England and Wales whose
registered office is Abbey National House, 2 ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the MASTER ISSUER);
(2) THE BANK OF NEW YORK, LONDON BRANCH, formerly known as JPMorgan Chase
Bank, N.A., London Branch, acting through its office at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (in its capacity as the PRINCIPAL PAYING
AGENT);
(3) THE BANK OF NEW YORK, LONDON BRANCH, formerly known as JPMorgan Chase
Bank, N.A., London Branch, acting through its office at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (in its capacity as the AGENT BANK);
(4) THE BANK OF NEW YORK, NEW YORK BRANCH, formerly known as JPMorgan Chase
Bank, N.A., New York Branch, acting through its office at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇ (in its capacity as the US PAYING AGENT);
(5) THE BANK OF NEW YORK (LUXEMBOURG) S.A., formerly known as ▇.▇. ▇▇▇▇▇▇
Bank Luxembourg S.A., acting through its office at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg (in its
capacity as the REGISTRAR which expression shall include such person
and all other persons for the time being acting as the registrar or
registrars pursuant to this Agreement);
(6) THE BANK OF NEW YORK (LUXEMBOURG) S.A., formerly known as ▇.▇. ▇▇▇▇▇▇
Bank Luxembourg S.A. acting through its office at ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇,
▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg (in its
capacity as the TRANSFER AGENT which expression shall include such
person and all other persons for the time being acting as the transfer
agent or transfer agents pursuant to this Agreement);
(7) THE BANK OF NEW YORK, LONDON BRANCH whose London branch address is at
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity
as NOTE TRUSTEE which expression shall include such person and all
other persons for the time being acting as the note trustee pursuant to
the Master Issuer Trust Deed); and
(8) THE BANK OF NEW YORK, LONDON BRANCH whose London branch address is at
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity
as MASTER ISSUER SECURITY TRUSTEE which expression shall include such
person and all other persons for the time being acting as the security
trustee pursuant to the Master Issuer Deed of Charge).
WHEREAS:
(A) The Master Issuer has established the Programme pursuant to which it
may, from time to time, issue Master Issuer Notes constituted by the
Master Issuer Trust Deed and secured by the Master Issuer Deed of
Charge.
(B) The Agents are willing to provide agency services to the Master Issuer,
the Note Trustee and the Master Issuer Security Trustee on the terms
and subject to the conditions contained in this Agreement.
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IT IS AGREED as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 CONSTRUCTION
The Further Amended and Restated Master Definitions and Construction
Schedule and the Amended and Restated Master Issuer Master Definitions
and Construction Schedule, both signed for the purposes of
identification by ▇▇▇▇▇ & Overy LLP and ▇▇▇▇▇▇▇▇▇ and May on 28 March
2007 (as the same may be amended, varied or supplemented from time to
time with the consent of the parties hereto) are expressly and
specifically incorporated into this Agreement and, accordingly, the
expressions defined in the Further Amended and Restated Master
Definitions and Construction Schedule and the Amended and Restated
Master Issuer Master Definitions and Construction Schedule (as so
amended, varied or supplemented from time to time) shall, except where
the context otherwise requires and save where otherwise defined herein,
have the same meanings in this Agreement, and this Agreement shall be
construed in accordance with the interpretation provisions set out in
Clause 2Error! Reference source not found. of the Further Amended and
Restated Master Definitions and Construction Schedule and Clause 2 of
the Amended and Restated Master Issuer Master Definitions and
Construction Schedule. In the event of a conflict between the Further
Amended and Restated Master Definitions and Construction Schedule and
the Amended and Restated Master Issuer Master Definitions and
Construction Schedule, the Amended and Restated Master Issuer Master
Definitions and Construction Schedule shall prevail.
1.2 PAST AGREEMENT
This Agreement amends and restates the master issuer paying agent and
agent bank agreement made on 28 November 2006 between the parties
hereto (the PRINCIPAL AGREEMENT). As of the date of execution of this
Agreement, any future right or obligation (excluding such rights or
obligations accrued at such date) of a party under the Principal
Agreement shall be extinguished and shall instead be governed by this
Agreement.
2. APPOINTMENT OF THE AGENTS
2.1 APPOINTMENT
(a) Upon and subject to the terms of this Agreement, the Master
Issuer and, for the purposes of Clause 9 only, the Note
Trustee and the Master Issuer Security Trustee, hereby appoint
to carry out each of its respective obligations on a several
but not joint basis:
(i) the Principal Paying Agent as principal paying agent in
respect of the Master Issuer Notes;
(ii) the US Paying Agent as paying agent in the United States in
respect of the Master Issuer Notes;
(iii) the Agent Bank as agent bank for the purpose of, inter alia,
calculating interest payable in respect of the Master Issuer
Notes;
(iv) the Registrar as registrar for the purpose of recording the
holders of the Master Issuer Notes; and
(v) the Transfer Agent as transfer agent in respect of the
Master Issuer Notes.
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(b) The Master Issuer appoints the Agent Bank acting through its
Specified Office as its agent in relation to the Master Issuer
Notes for the purposes specified in this Agreement and in the
Conditions.
2.2 ACCEPTANCE OF APPOINTMENT BY PAYING AGENTS, REGISTRAR AND TRANSFER
AGENT
The Principal Paying Agent, the US Paying Agent, the Registrar and the
Transfer Agent each accept their respective appointments as agent of
the Master Issuer and, for the purpose of Clause 9 only, as agent of
the Note Trustee in relation to the Master Issuer Notes and shall
comply with the provisions of this Agreement.
2.3 Acceptance of appointment by Agent Bank
The Agent Bank accepts its appointment as agent of the Master Issuer
for the purpose, inter alia, of calculating the rate of interest on the
Master Issuer Notes in accordance with the Conditions, the Master
Issuer Trust Deed and this Agreement.
3. THE MASTER ISSUER NOTES
3.1 REG S GLOBAL MASTER ISSUER NOTES AND THE US GLOBAL MASTER ISSUER NOTES
The Reg S Global Master Issuer Notes and the US Global Master Issuer
Notes shall be in substantially the form set out in Schedule 1 to the
Master Issuer Trust Deed and shall, in each case, be executed manually
or in facsimile by an Authorised Signatory of the Master Issuer and
authenticated manually by or on behalf of the Principal Paying Agent on
the relevant Closing Date.
3.2 DEFINITIVE NOTES
Each Definitive Note shall:
(a) be in substantially the form set out in Schedule 2 to the
Master Issuer Trust Deed;
(b) be printed, lithographed or typewritten in accordance with all
applicable legal and stock exchange requirements;
(c) bear a unique certificate number; and
(d) be executed manually or in facsimile by an authorised
signatory of the Master Issuer and authenticated manually by
or on behalf of the Principal Paying Agent.
3.3 FACSIMILE SIGNATURES
The Master Issuer may use for the purposes of executing any Global
Master Issuer Notes or Definitive Notes, the facsimile signature of any
person who at the date of this Agreement was duly authorised to sign
the same on behalf of the Master Issuer, even if at the time of issue
of such Global Master Issuer Note or Definitive Note, such person no
longer holds (for whatever reason including death) the relevant office
and any Global Master Issuer Notes or Definitive Notes so executed and
authenticated will be valid and binding obligations of the Master
Issuer. No Global Master Issuer Note or Definitive Note shall be valid
for any purpose until it has been authenticated by the Principal Paying
Agent in accordance with this Agreement and the Master Issuer Trust
Deed.
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3.4 AVAILABILITY
The Master Issuer shall, on or prior to each Closing Date, deliver the
unauthenticated Global Master Issuer Note of each Series and Class (or
Sub-Class) being issued on such Closing Date to or to the order of the
Principal Paying Agent for authentication in accordance with Clauses
3.1 and 3.9. The Principal Paying Agent shall, on or about the relevant
Closing Date, authenticate and deliver each such Global Master Issuer
Note:
(a) in the case of Reg S Global Master Issuer Notes that are
settled through Euroclear and Clearstream, Luxembourg, to the
Common Depositary of Euroclear and Clearstream, Luxembourg
against receipt from the Common Depositary of confirmation
that the Common Depositary or its nominee is holding the
relevant Reg S Global Master Issuer Note in safe custody for
the account of Euroclear and Clearstream, Luxembourg; and
(b) in the case of US Global Master Issuer Notes, to a custodian
for DTC;
The Principal Paying Agent shall hold in safe custody any
unauthenticated Global Master Issuer Notes delivered to it in
accordance with this Clause 3.4 and shall ensure that they are
authenticated and delivered only in accordance with this Agreement and
the Master Issuer Trust Deed.
3.5 DEFINITIVE NOTES
If the Master Issuer is required to deliver Definitive Notes pursuant
to the terms of the relevant Global Master Issuer Note and the Master
Issuer Trust Deed, the Master Issuer shall arrange for Definitive Notes
in an aggregate principal amount equal to the Principal Amount
Outstanding of the relevant Global Master Issuer Note to be made
available to or to the order of the Principal Paying Agent by the date
falling 30 days after the occurrence of the relevant event as set out
in Clause 3 of the Master Issuer Trust Deed. Any Definitive Notes will
be in registered form and, in each case, in an Authorised Denomination.
The Master Issuer shall also arrange, on written request, for such
Definitive Notes as are required to enable the Principal Paying Agent
to perform its respective obligations under Clause 5 to be made
available to or to the order of the Principal Paying Agent from time to
time.
3.6 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 Conditions and in the applicable
Final Terms and such other duties as are reasonably incidental thereto
at the request of the Master Issuer, the Master Issuer Security
Trustee, the Paying Agents, the Registrar, the Transfer Agents or the
Note Trustee. Save as hereinafter provided, as soon as practicable
after 11.00 a.m. (London time), on each Interest Determination Date,
the Agent Bank shall determine the rate of interest on each Series and
Class (or Sub-Class) of Master Issuer Notes and the corresponding
Interest Amount applicable to the next Interest Period in accordance
with the Conditions and shall carry out all other relevant calculations
under the Conditions. Further, the Agent Bank shall notify promptly by
facsimile transmission, and in any event not later than the third
Business Day following each such Interest Determination Date, the
Master Issuer, the Master Issuer Security Trustee, the Note Trustee,
the Principal Paying Agent, the Master Issuer Cash Manager and the
London Stock Exchange (or such other stock exchange, competent listing
authority and/or quotation system on or by which the Master Issuer
Notes of the relevant Series and Classes (or Sub-Classes) are then
listed, quoted and/or traded) of the rate of interest so determined,
the Interest Amount payable in respect of interest for such Interest
Period and the Interest Payment Date in respect of such Interest Period
specifying to the Master Issuer, the Master Issuer Cash Manager, the
Master Issuer Security Trustee and the Note Trustee the rates upon
which the same are based and (where relevant) the names of the banks
quoting such rates provided that the Agent Bank shall make
4
such determination and calculation in relation to each Series and
Class (or Sub-Class) of Master Issuer Notes on the basis of Condition
4 of the Master Issuer Notes.
Each Series and Class (or Sub-Class) of the Master Issuer Notes, on
issue, is expected to be listed on the official list of the United
Kingdom Listing Authority and to be admitted to trading on the
London Stock Exchange's Gilt Edged and Fixed Interest Market. The
Master Issuer will advise the Agent Bank, the Master Issuer Security
Trustee and the Note Trustee in writing if such listing and/or
admission to trading is or are withdrawn or if any Master Issuer Notes
become listed on any other stock exchange, competent listing authority
and/or quotation system.
3.7 PUBLICATION OF RATE OF INTEREST
In respect of each Series and Class (or Sub-Class) of Master Issuer
Notes listed on a Stock Exchange, it shall be the responsibility of the
Agent Bank to notify to the relevant Stock Exchange and to the relevant
Series and Class (or Sub-Class) of Noteholders such rate of interest,
the Interest Amounts for each Interest Period and the immediately
succeeding Interest Payment Date described in Clause 3.6 and to publish
such rate and Interest Amounts in accordance with Conditions 4 and 14.
3.8 DUTIES OF THE PRINCIPAL PAYING AGENT
The Principal Paying Agent shall procure the holding in safe custody of
all unauthenticated Definitive Notes delivered to it in accordance with
Clause 3.2(b) and shall ensure that such Definitive Notes are
authenticated and delivered only in accordance with the terms hereof
and of the Conditions.
3.9 AUTHENTICATION
The Principal Paying Agent or its designated agent is authorised and
instructed by the Master Issuer to authenticate the Global Master
Issuer Notes or Definitive Notes in respect of each Series and Class
(or Sub-Class) of Master Issuer Notes as may be required to be
authenticated under the relevant Final Terms by the original signature
of any of its officers or any other person duly authorised for the
purpose by the Registrar.
4. DELIVERY OF DEFINITIVE NOTES; TRANSFERS AND EXCHANGES OF GLOBAL
MASTER ISSUER NOTES
4.1 DELIVERY OF DEFINITIVE NOTES
On or after the date for the exchange of any Global Master Issuer Note
for Definitive Notes in accordance with the Conditions, the Registrar
shall, against surrender of such Global Master Issuer Note,
authenticate and deliver, or cause to be authenticated and delivered on
its behalf, Definitive Notes in accordance with the Conditions and the
Master Issuer Trust Deed provided that in no circumstances shall the
aggregate principal amount of such Definitive Notes exceed the
aggregate principal amount of the relevant Global Master Issuer Note.
4.2 ANNOTATION OF GLOBAL MASTER ISSUER NOTES
On each occasion on which Definitive Notes are so delivered, the amount
of the relevant Global Master Issuer Note shall be reduced by the
amount of the Definitive Notes so delivered and the Registrar shall
procure that there is noted in the schedule to the relevant Global
Master Issuer Note the amount of Definitive Notes so delivered (the
PRINCIPAL AMOUNT) and the remaining Principal Amount Outstanding of the
relevant Global Master Issuer Note and shall procure the signature of
such notation on its behalf.
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5. REPLACEMENT MASTER ISSUER NOTES
5.1 DELIVERY OF REPLACEMENTS
The Principal Paying Agent (in the case of the Global Master Issuer
Notes) or the Registrar (in the case of the Definitive Notes) shall,
upon and in accordance with the instructions of the Master Issuer
(which instructions may, without limitation, include such terms as to
the payment of expenses and as to evidence, security and indemnity as
the Master Issuer may reasonably require) and in the absence of notice
to the Principal Paying Agent, the Registrar, the Master Issuer
Security Trustee, or the Note Trustee that such Master Issuer Note has
been acquired by a bona fide purchaser, authenticate or (in the case of
the Definitive Notes) cause the Principal Paying Agent to authenticate
and deliver a Master Issuer Note as a replacement for any such Master
Issuer Note (of the same form) which has been mutilated or defaced or
which is alleged to have been destroyed, stolen or lost provided that,
however, the Principal Paying Agent or the Registrar (as the case may
be) shall not deliver any such Master Issuer Note as a replacement for
any Master Issuer Note (of the same form) which has been mutilated or
defaced otherwise than against surrender of the same.
5.2 REPLACEMENTS TO BE NUMBERED
Each replacement Master Issuer Note delivered hereunder shall bear a
unique serial number.
5.3 CANCELLATION AND DESTRUCTION
The Principal Paying Agent or the Registrar (as the case may be) shall
cancel and destroy each mutilated or defaced Master Issuer Note
surrendered to it and in respect of which a replacement has been
delivered.
5.4 VERIFICATION
The Principal Paying Agent or the Registrar (as the case may be) shall
obtain verification, in the case of an allegedly lost, stolen or
destroyed Master Issuer Note in respect of which the serial number is
known, that such Master Issuer Note has not previously been redeemed or
paid. The Principal Paying Agent or the Registrar (as the case may be)
shall not issue any replacement Master Issuer Note unless and until the
Principal Paying Agent or the Registrar (as the case may be) and the
Master Issuer agree that the applicant therefor has:
(a) paid such costs as may be incurred in connection therewith;
(b) furnished it with such evidence and indemnification as the
Master Issuer and the Principal Paying Agent or the Registrar
(as the case may be) may reasonably require; and
(c) in the case of any mutilated or defaced Master Issuer Note,
surrendered it to the Principal Paying Agent or the Registrar
(as the case may be).
5.5 NOTIFICATION
Each of the Principal Paying Agent and the Registrar shall notify the
Master Issuer of the delivery by it in accordance herewith of any
replacement Master Issuer Note, specifying the serial number thereof
and the serial number respectively (if known) of the Master Issuer Note
which it replaces and confirm (if such be the case) that the Master
Issuer Note which it replaces has been cancelled or destroyed and the
Registrar shall, in addition, as promptly as is practicable, enter such
details on the Register. Whenever any Master Issuer Note for which a
replacement Master Issuer Note has been issued and of which the serial
number is known is presented to any of the Paying Agents for payment,
the relevant Paying Agent shall immediately send notice thereof to the
Master Issuer, the
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Principal Paying Agent and the Registrar. No payment shall be made on
such cancelled Master Issuer Note.
6. PAYMENTS TO THE PRINCIPAL PAYING AGENT
6.1 MASTER ISSUER TO PAY THE PRINCIPAL PAYING AGENT
In order to provide for the payment of interest and principal in
respect of a Series and Class (or Sub-Class) of Master Issuer Notes as
the same become due and payable in accordance with the Conditions and
the Master Issuer Trust Deed, the Master Issuer shall pay to the
Principal Paying Agent or otherwise cause the Principal Paying Agent to
receive an amount which is equal to the amount of principal and
interest then falling due in respect of such Series and Class (or
Sub-Class) of Master Issuer Notes on such date.
6.2 PAYMENT BY MASTER ISSUER
The Master Issuer shall, not later than 11.00 a.m. (London time) on
each Interest Payment Date, on which any payment of principal and
interest in respect of any Series and Class (or Sub-Class) of Master
Issuer Notes becomes due, pay or cause to be paid to the Principal
Paying Agent such amounts in the Specified Currency, in immediately
available funds as may be required for the purpose of paying principal
or interest under such Series and Class (or Sub-Class) of Master Issuer
Notes (after taking account of any cash then held by the Principal
Paying Agent and available for that purpose) and such amounts shall be
paid to the credit of suitably designated accounts at such bank or
banks in London for payment to the Noteholders as shall be notified to
the Master Issuer by the Principal Paying Agent in writing no later
than two weeks before the first payment is due to be made to the
Noteholders of such Series and Class (or Sub-Class). The Principal
Paying Agent shall notify the Master Issuer, the Master Issuer Security
Trustee and/or the Note Trustee in writing, within five Business Days
of any change of those accounts, or any of them, and (i) upon the
bankruptcy, insolvency, winding up or liquidation (other than the
passing of any resolution by any Paying Agent in connection with any
merger, conversion, consolidation, or transfer as contemplated by
Clause 12.11) of any Paying Agent or (ii) upon default being made by
any Paying Agent in the payment of any amounts in respect of principal
or interest in accordance with this Agreement or (iii) failing payment
within the designated periods of prescription specified in Condition 7,
the Principal Paying Agent shall hold all payments on trust for
repayment to the Master Issuer.
6.3 NOTIFICATION OF PAYMENT BY MASTER ISSUER
The Master Issuer shall procure that the bank effecting payment on its
behalf confirms by tested telex or authenticated SWIFT message by 2.00
p.m. (London time) two Business Days prior to each date on which any
payment is due to be made under Clause 6.2 that it has issued
irrevocable payment instructions for the transfer of the relevant sum
due on that date to the account of the Principal Paying Agent.
6.4 CONFIRMATION BY THE MASTER ISSUER
(a) The Master Issuer will procure that the bank in London making payments
on its behalf as referred to in Clause 6.2 will irrevocably confirm in
writing to the Principal Paying Agent by 11.00 a.m. (London time) on
each Interest Payment Date, as set out in Clause 6.2, that it has
credited such account of the Principal Paying Agent as notified by the
Principal Paying Agent to the Master Issuer from time to time, on such
payment date.
(b) Not later than one Business Day before making any payment pursuant to
Clause 6.2 in respect of any class of the Master Issuer Notes, the
Master Issuer shall notify, or procure the notification to, the
Principal Paying Agent and the Note Trustee of the amount of interest
or principal (as the case
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may be) payable in respect of each Series and Class (or Sub-Class) of
Master Issuer Notes on the date in question and the apportionment of
such amount as between principal and interest.
(c) Whilst the Master Issuer Notes of any Series and Class (or Sub-Class)
continue to be represented by Global Master Issuer Notes, the
Principal Paying Agent shall pay or cause to be paid all payments of
principal or interest (as the case may be) due in respect of such
Master Issuer Notes to, or to the order of:
(i) in the case of Reg S Global Master Issuer Notes, the Common
Depositary of Euroclear and Clearstream, Luxembourg or such
other clearing system as agreed between the Master Issuer,
the Note Trustee and the Principal Paying Agent; and
(ii) in the case of US Global Master Issuer Notes, the nominee of
DTC,
and shall give notice of all such payments to the Registrar.
All such payments will be distributed without deduction or withholding
for any taxes, duties, assessments or other governmental charges of
whatever nature except as may be required by law. If any such
deduction or withholding is required to be made, then neither the
Master Issuer nor any other person will be obliged to pay any
additional amounts in respect thereof.
6.5 EXCLUSION OF LIENS AND INTEREST
The Principal Paying Agent shall:
(a) not exercise any lien, right of set-off or similar claim in
respect of monies received by the Principal Paying Agent in
connection with its activities hereunder;
(b) not be liable to any person for interest thereon; and
(c) not be obliged to hold any funds received by it hereunder in a
segregated account or accounts.
6.6 APPLICATION BY PRINCIPAL PAYING AGENT
The Principal Paying Agent shall apply (or direct or cause application
of) each amount paid to it hereunder in accordance with Clause 7 in
respect of the Global Master Issuer Notes and Definitive Notes (if any)
and shall not be obliged to repay any such amount other than as
provided herein or unless the claim for the relevant payment becomes
void under the Conditions in which event it shall repay to the Master
Issuer such portion of such amount as relates to such payment, together
with the fees applicable thereto (pro rata as to the amount and time)
to the extent already paid pursuant to Clause 10, by paying the same by
credit transfer in the Specified Currency, to such account with such
bank as the Master Issuer has by notice to the Principal Paying Agent
specified for the purpose.
6.7 FAILURE TO NOTIFY PAYMENT INSTRUCTIONS
If the Principal Paying Agent has not, by 3.00 p.m. (London time) on
the Business Day before the date of due payment to it under Clause ,
received notification of the relevant payment instructions under Clause
6, it shall immediately notify the Master Issuer, the Registrar, the
other Paying Agents, the Agent Bank, the Note Trustee and the Master
Issuer Security Trustee by facsimile and telephone. If the Principal
Paying Agent subsequently receives notification of such payment
instructions, it shall forthwith notify the Master Issuer, the
Registrar, the other Paying Agents, the Agent Bank, the Note Trustee
and the Master Issuer Security Trustee.
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6.8 FAILURE TO RECEIVE PAYMENT
The Principal Paying Agent shall as soon as is reasonably practicable
notify the Master Issuer Security Trustee, the Note Trustee, the Agent
Bank, the other Paying Agents, the Registrar and the Master Issuer by
facsimile and telephone if by 5.00 p.m. (London time) on the Interest
Payment Date it has not received the deposit required by Clause 6.2
and/or there are not sufficient funds in the Specified Currency
available to the Principal Paying Agent to discharge the amount of the
monies payable thereon in accordance with the Conditions and/or the
provisions of the Master Issuer Trust Deed on such Interest Payment
Date.
7. PAYMENTS TO NOTEHOLDERS
7.1 PAYMENTS IN RESPECT OF GLOBAL MASTER ISSUER NOTES
Each Paying Agent acting through its Specified Office shall make
payments of interest and principal in respect of the Global Master
Issuer Notes in accordance with the Conditions and the Master Issuer
Trust Deed provided, however, that:
(a) if any Global Master Issuer Note is presented or surrendered
for payment to a Paying Agent and such Paying Agent has
delivered a replacement therefor or has been notified that
the same has been replaced, such Paying Agent shall as soon
as is reasonably practicable notify the Master Issuer in
writing of such presentation or surrender and shall not make
payment against the same until it is so instructed by the
Master Issuer and has received the amount to be so paid;
(b) each Paying Agent shall cancel each Definitive Note against
surrender of which it has made full payment and shall deliver
each Definitive Note so cancelled by it to the Registrar;
(c) in the case of payment of interest or principal against
presentation of a Global Master Issuer Note, the Registrar
shall note or procure that there is noted on the relevant
schedule to such Global Master Issuer Note, the amount of
such payment and, in the case of payment of principal, the
remaining Principal Amount Outstanding of a Global Master
Issuer Note and shall procure the signature of such notation
on its behalf; and
(d) a Paying Agent shall not be obliged (but shall be entitled)
to make payments of principal or interest if:
(i) in the case of the Principal Paying Agent, it has
not received the full amount of any payment due to
it under Clause 6.1; or
(ii) in the case of any other Paying Agent:
(A) it has been notified in accordance with
Clause 6 that the relevant irrevocable
payment instructions have not been
received, unless it is subsequently
notified that such payment instructions
have been received; or
(B) it is not able to establish that the
Principal Paying Agent has received the
full amount of any payment due to it under
Clause 6.
7.2 PAYMENTS IN RESPECT OF DEFINITIVE NOTES
The Registrar will, in the case of Definitive Notes, notify the
Principal Paying Agent, not later than five days after each Record
Date, whether any Noteholder has elected to receive payments by
transfer to a bank account and, if so, the relevant details of such
bank account. For those
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Noteholders who have chosen not to receive payments by transfer to a
bank account, the Registrar will notify the Principal Paying Agent of
the address of such Noteholder appearing in the Register to which
cheques should be posted.
7.3 REGISTER
The Principal Paying Agent shall make or shall procure payments of
interest and principal in respect of the Definitive Notes in accordance
with the Conditions and the Master Issuer Trust Deed by mailing a
dollar cheque drawn on a bank in New York City, in the case of Dollar
Master Issuer Notes, or a euro cheque drawn on a bank in London, in the
case of Euro Master Issuer Notes, or a sterling cheque drawn on a bank
in London, in the case of Sterling Master Issuer Notes or, in the case
of the Master Issuer Notes denominated in any other Specified Currency,
a cheque in the Specified Currency drawn on a bank in London or on a
bank in the principal financial centre of the country of such Specified
Currency to the address of the Noteholder appearing in the Register on
the Record Date or, if the Noteholder has elected to do so, by transfer
to a dollar, sterling, euro or other Specified Currency account, as the
case may be.
7.4 NO OBLIGATION TO PAY
No payments in respect of any Definitive Notes will be made on the
final date for redemption or, as the case may be, payment, or such
earlier date as the relevant Definitive Notes may become repayable or,
as the case may be, payable, in whole unless the Registrar or any
Transfer Agent confirms to the Principal Paying Agent that such
Definitive Note has been surrendered to it.
7.5 PARTIAL PAYMENT
(a) The Principal Paying Agent shall not be obliged (but shall be
entitled) to make payments of interest or principal in
respect of a Global Master Issuer Note or a Definitive Note
(as the case may be) if it has not received the full amount
of any payment due to it under Clause 6.1. If at any time and
for any reason the Principal Paying Agent makes a partial
payment in respect of a Global Master Issuer Note, the
Registrar shall, in respect of such Global Master Issuer
Note, endorse thereon a statement indicating the amount and
date of such payment and in respect of Definitive Notes, the
Registrar shall annotate the Register with such details.
(b) (i) If the Master Issuer intends to redeem all (but not some
only) of any Series and Class (or Sub-Class) of Master Issuer
Notes prior to their stated maturity date pursuant to and in
accordance with the terms of Condition 5.4, 5.5 or 5.6 (as
set forth in the Base Prospectus), it shall give not more
than 60 nor less than 30 days' written notice of such
intention to the Master Issuer Security Trustee, the Note
Trustee and the Noteholders in accordance with the relevant
paragraphs of Condition 5 and stating the date on which such
Series and Class (or Sub-Class) of Master Issuer Notes are to
be redeemed and shall give sufficient notice to the Principal
Paying Agent to enable it to notify the Noteholders within
such prescribed period.
(ii) The Principal Paying Agent shall promptly and in
accordance with the Conditions on behalf of and at the
expense of the Master Issuer publish the notices required in
connection with such redemption.
(c) In the case of a partial redemption of any Series and Class
(or Sub-Class) of Master Issuer Notes in accordance with
Condition 5.2, the principal amount of such Series and Class
(or Sub-Class) of Notes being partially redeemed on an
Interest Payment Date shall be redeemed on a pro rata basis
in accordance with Condition 5.2.
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7.6 EXCLUSION OF LIENS AND COMMISSIONS
No Paying Agent shall exercise any lien, right of set-off or similar
claim against any person to whom it makes any payment under Clause 7.1
or Clause 7.2 in respect thereof, nor shall any commission or expense
be charged by it to any such person in respect thereof.
7.7 REIMBURSEMENT BY PRINCIPAL PAYING AGENT
If a Paying Agent other than the Principal Paying Agent makes any
payment in accordance with Clause 7.1 or Clause 7.2:
(a) it shall notify the Principal Paying Agent of the amount so
paid by it, the certificate or serial number of the Master
Issuer Notes against presentation or surrender of which
payment of principal or interest was made; and
(b) subject to, and to the extent of, compliance by the Master
Issuer with Clause 6.1 (whether or not at the due time), the
Principal Paying Agent shall pay to such Paying Agent out of
the funds received by the Principal Paying Agent under Clause
6.1, by credit transfer in the Specified Currency, and in
same day, freely transferable, cleared funds to such account
with such bank in London as such Paying Agent has by notice
to the Principal Paying Agent specified for the purpose, an
amount equal to the amount so paid by such Paying Agent.
7.8 APPROPRIATION BY PRINCIPAL PAYING AGENT
If the Principal Paying Agent makes any payment in accordance with
Clause 7.5(a), it shall be entitled to appropriate for its own account
out of the funds received by it under Clause 6.1 an amount equal to the
amount so paid by it.
7.9 REIMBURSEMENT BY MASTER ISSUER
If any Paying Agent (which for the avoidance of doubt includes the
Principal Paying Agent) makes a payment in respect of the Master Issuer
Notes at a time which the Principal Paying Agent has not received the
full amount of the relevant payment due to it under Clause 6.1 and the
Principal Paying Agent is not able out of the funds received by it
under Clause 6.1 to reimburse such Paying Agent therefor (whether by
payment under Clause 7.7 or appropriation under Clause 7.8), the Master
Issuer shall from time to time on written demand pay to the Principal
Paying Agent for account of such Paying Agent:
(a) the amount so paid out by such Paying Agent and not so
reimbursed to it; and
(b) interest on such amount from the date on which such Paying
Agent made such payment until the date of reimbursement of
such amount with proof thereof of such amount,
provided, however, that any payment under paragraph (a) above shall
satisfy pro tanto the Master Issuer's obligations under Clause 6.1.
7.10 INTEREST
Interest shall accrue for the purpose of Clause 7.9(b) (as well after
as before judgment) on the basis of a year of 365 days and the actual
number of days elapsed and at a rate per annum specified by the
Principal Paying Agent as reflecting its cost of funds for the time
being in relation to the unpaid amount.
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8. MISCELLANEOUS DUTIES OF THE PAYING AGENTS, THE REGISTRAR AND TRANSFER
AGENT
8.1 RECORDS
The Registrar shall:
(a) maintain a full and complete record of all Global Master
Issuer Notes and Definitive Notes and of their redemption,
payment, exchange or cancellation (as the case may be) and of
all replacement Global Master Issuer Notes and Definitive
Notes issued in substitution for any lost, stolen, mutilated,
defaced or destroyed Global Master Issuer Notes or Definitive
Notes (as the case may be);
(b) make such records available for inspection at all reasonable
times by the Master Issuer, the Paying Agents, the Transfer
Agent, the Master Issuer Security Trustee and the Note
Trustee; and
(c) make copies of this Agreement, the Master Issuer Trust Deed,
the Master Issuer Deed of Charge, the Amended and Restated
Master Definitions and Construction Schedule and the Master
Issuer Master Definitions and Construction Schedule available
for inspection at its specified office at all reasonable
times.
8.2 INFORMATION FROM PAYING AGENT
The Paying Agents shall make available to the Registrar such
information as is reasonably required for the maintenance of the
records referred to in Clause 8.1.
8.3 DEFINITIVE NOTES IN ISSUE
As soon as practicable (or in any event within five Business Days)
after a request therefor by the Master Issuer, the Master Issuer
Security Trustee or the Note Trustee, the Registrar shall (on the basis
of the information maintained in accordance with Clause 8) notify the
Master Issuer, the Master Issuer Security Trustee or the Note Trustee
(as the case may be) in writing of the number of any Definitive Notes
against surrender of which payment has been made and of the number of
any Definitive Notes which have not yet been surrendered for payment
and the details of all the Master Issuer Notes redeemed and cancelled.
8.4 FORWARDING OF COMMUNICATIONS
The Principal Paying Agent shall promptly forward to the Master Issuer,
the Note Trustee and the Master Issuer Security Trustee a copy of any
notice or communication addressed to the Master Issuer by any
Noteholder which is received by the Principal Paying Agent. The
Transfer Agent or Registrar shall promptly notify the Principal Paying
Agent in the event that it receives any such notice or communication
and promptly forward such notice or communication to the Principal
Paying Agent.
8.5 PUBLICATION OF NOTICES
The Principal Paying Agent shall, upon and in accordance with the
instructions, and at the expense of, the Master Issuer but not
otherwise, arrange for the publication in accordance with Condition 14
of any notice which is to be given to the Noteholders and shall
promptly supply two copies thereof to the Master Issuer Security
Trustee and the Note Trustee and a copy thereof to each other Paying
Agent.
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8.6 DESTRUCTION
The Registrar may destroy each Definitive Note delivered to or
cancelled by it in accordance with Clause 7.1(b), in which case it
shall promptly furnish the Master Issuer, the Master Issuer Security
Trustee and the Note Trustee, on request, with a certificate as to such
destruction, specifying the reason for such destruction and the
certificate or serial numbers of the relevant Definitive Note.
8.7 VOTING CERTIFICATES AND BLOCK VOTING INSTRUCTIONS
In the event of a meeting of the Noteholders the Principal Paying Agent
shall, at the request of any Noteholder in accordance with the Master
Issuer Trust Deed, issue voting certificates and block voting
instructions in a form and manner which comply with the provisions of
Schedule 4 to the Master Issuer Trust Deed (except that it shall not be
required to issue the same less than forty-eight hours before the time
for which the meeting or the poll to which the same relates has been
convened or called). The Principal Paying Agent shall keep a full
record of voting certificates and block voting instructions issued by
it and will give to the Master Issuer, not less than one Business Day
before the time appointed for any meeting or adjourned meeting, full
particulars of all voting certificates and block voting instructions
issued by it in respect of such meeting or adjourned meeting.
8.8 DUTIES OF THE TRANSFER AGENTS
If and to the extent so specified by the Conditions and in accordance
therewith and with the terms of this Agreement, or if otherwise
requested by the Master Issuer, the Transfer Agents shall:
(a) on behalf of the Registrar, authenticate Definitive Notes
upon any transfer or exchange of interests in a Global Master
Issuer Note for Definitive Notes;
(b) on behalf of the Registrar, make available forms of transfer,
forms of proxy and any certificates as to beneficial
ownership in respect of the Master Issuer Notes, receive
requests for the transfer of such Master Issuer Notes, forms
of transfer, forms of proxy, certificates and other evidence,
inform the Registrar of the name and address of the holder of
each such Master Issuer Note, the serial numbers of any
Definitive Notes, the name and address of the relevant person
to be inserted in the Register, forward each such document to
the Registrar and, upon being informed by the Registrar that
the appropriate entries have been made in the Register and
all formalities complied with, forthwith issue Definitive
Notes on behalf of the Registrar representing the relevant
Master Issuer Notes to be transferred;
(c) keep the Registrar informed of all transfers and exchanges;
and
(d) carry out such other acts as may be necessary to give effect
to the Conditions, this Agreement and the Regulations.
8.9 AUTHENTICATION AND DELIVERY OF DEFINITIVE NOTES AND MAINTENANCE OF
REGISTER BY REGISTRAR
The Registrar shall cause the Principal Paying Agent to authenticate
and it shall deliver, or cause a Transfer Agent to deliver, any Master
Issuer Note issued upon transfer in accordance with the Master Issuer
Trust Deed and shall so long as any Definitive Notes are outstanding
maintain a register in Luxembourg, or at such other place as the Note
Trustee may approve in writing, in accordance with the Conditions, the
Regulations and this Agreement. The Register shall show the Principal
Amount Outstanding or total number outstanding, as the case may be, of
each Definitive Note, the serial numbers thereof and the respective
dates of issue and all subsequent transfers, cancellations and
replacements thereof and all changes of ownership and the names and
addresses of the holders of such Master Issuer Notes. The Registrar
shall at all reasonable times during its office
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hours make the Register available to the Master Issuer, the Paying
Agents and the Transfer Agents or any person authorised by any of them
for inspection and for the taking of copies thereof or extracts
therefrom and the Registrar shall deliver to such persons all such
lists of Noteholders, their addresses and holdings as they may
request.
8.10 TRANSFER OF DEFINITIVE NOTES
The Registrar shall make available forms of transfer, forms of proxy
and certificates as to beneficial ownership in respect of the
Definitive Notes, receive requests for the transfer of Definitive
Notes, forms of transfer, forms of proxy, certificates and other
evidence, effect the necessary entries and formalities and procure
that it or the Transfer Agent on its behalf endorses the name and
address of the transferee on each Definitive Note and delivers the
same to the person entitled thereto. No transfer shall be registered
for a period of 15 days immediately preceding any due date for payment
in respect of the Master 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 Master Issuer Notes.
8.11 ADDITIONAL DUTIES
The Registrar shall:
(a) register all transfers of Definitive Notes in accordance with
the terms of those Definitive Notes, the Master Issuer Trust
Deed and the Conditions;
(b) receive any document relating to or affecting the title to
any of the Definitive Notes including all forms of transfer,
forms of exchange, probates, letters of administration and
powers of attorney;
(c) maintain proper records of the details of all documents
received;
(d) prepare all such lists of the holders of the Definitive Notes
as may be required by the Master Issuer, any Paying Agent,
the Master Issuer Security Trustee, the Note Trustee or any
person authorised by any of them;
(e) comply with the proper and reasonable requests of the Master
Issuer with respect to the maintenance of the Register and
give to the Paying Agents such information as may be
reasonably required by it for the proper performance of its
duties;
(f) forthwith, and in any event within three Business Days of the
relevant request (or within such longer period as may be
required to comply with any applicable fiscal or other
regulations), upon receipt by it of, or receipt by it of
notification from the Transfer Agent of delivery to it of,
Definitive Notes duly endorsed for transfer in the name of
the registered holders or subsequent to the endorsement of a
reduction in nominal amount of a Global Master Issuer Note
for exchange into Definitive Notes, authenticate and issue
duly dated and completed Definitive Notes and deliver the
Definitive Notes in the name of the registered holders at its
Specified Office or (at the risk of the relevant registered
holders) send the Definitive Notes to such address as the
registered holders may request; and
(g) carry out such other acts as may reasonably be necessary to
give effect to the Conditions, the Master Issuer Trust Deed,
this Agreement and the Regulations. In carrying out its
functions the Registrar shall act in accordance with the
terms of this Agreement, the Master Issuer Trust Deed, the
Regulations and the Conditions.
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8.12 SUPPLIES OF ADDITIONAL DEFINITIVE NOTES
The Master Issuer will deliver to the Transfer Agent and the Registrar
for the performance of their duties hereunder from time to time so long
as any of the Master Issuer Notes are outstanding, sufficient
additional Definitive Notes as may be required for the performance of
the duties of the Transfer Agent and the Registrar.
8.13 SAFE CUSTODY OF THE DEFINITIVE NOTES
Each of the Registrar and the Transfer Agent shall maintain in safe
custody all Definitive Notes delivered to and held by it hereunder and
shall ensure such Definitive Notes are issued only in accordance with
the Conditions, the Master Issuer Trust Deed and the terms of this
Agreement.
8.14 CERTIFICATION OF DEFINITIVE NOTES HELD
Within five Business Days of any request therefor by the Master Issuer
or any of the Paying Agents, so long as any of the Master Issuer Notes
are outstanding, the Registrar and the Transfer Agent shall certify to
the Master Issuer, the Paying Agents and the Note Trustee the number of
unauthenticated Definitive Notes held by it hereunder.
8.15 PROVISION OF INFORMATION
Each of the Transfer Agent and the Registrar will give to the Paying
Agents and, as appropriate, the Registrar or the Transfer Agent such
further information with regard to its activities hereunder as may
reasonably be required by them for the proper carrying out of their
respective duties.
8.16 REGULATIONS FOR THE DUTIES OF THE TRANSFER AGENTS AND THE REGISTRAR
In the event that Definitive Notes are required to be issued, the
Registrar shall (after consultation with the Master Issuer, the Paying
Agents, the Transfer Agent and the Note Trustee) promulgate reasonable
regulations concerning the carrying out of their respective duties,
including the carrying out of transfers and exchanges of Definitive
Notes and the forms and evidence to be proved. All such transfers and
exchanges will be made subject to the Regulations. The initial
Regulations are set out in Schedule 2 hereto. The Regulations may be
changed by the Master Issuer with the prior written approval of the
Registrar and the Note Trustee, which approval shall not be
unreasonably withheld or delayed. A copy of the current Regulations
will be sent by the Registrar to any holder of a Definitive Note who so
requests.
8.17 NOTIFICATION OF THE PRINCIPAL AMOUNT OUTSTANDING
The Registrar shall, on the Business Day prior to each Interest Payment
Date, notify the Principal Paying Agent, the Master Issuer and the
Master Issuer Cash Manager of the aggregate Principal Amount
Outstanding of Definitive Notes.
8.18 NOTIFICATIONS IN RESPECT OF THE CONDITIONAL PURCHASER ARRANGEMENTS
On receipt of notification from the Master Issuer that the Conditional
Purchaser has transferred all of its rights and obligations under the
Conditional Purchase Agreement to an Eligible Transferee pursuant to
Clause 7(a) of the Conditional Purchase Agreement, the Principal Paying
Agent shall promptly notify the relevant Series and Class (or
Sub-Class) of Noteholders.
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8.19 SUBMISSION OF FINAL TERMS
The Principal Paying Agent shall submit to the relevant authority or
authorities such number of copies of each Final Terms which relates to
Master Issuer Notes which are to be listed as the relevant authority or
authorities may require.
8.20 ATTESTATION AND COMPLIANCE CERTIFICATES
On or before March 15 of each calendar year in which the Depositor is
required to file reports with respect to the Issuing Entity in
accordance with the Exchange Act and the rules and regulations of the
Commission, beginning with March 15, 2008, the Paying Agents shall
deliver to the Depositor a report regarding their assessment of
compliance with the relevant servicing criteria applicable to the
Paying Agents, as identified on Appendix 1 hereto, as of and for the
period ending the end of the fiscal year ending no later than December
31 of the year prior to the year of delivery of the report. Each such
report shall include (a) a statement of the party's responsibility for
assessing compliance with the relevant servicing criteria applicable to
such party, (b) a statement that such party used the criteria
identified in Item 1122(d) of Regulation AB (ss.229.1122(d)) to assess
compliance with the relevant servicing criteria, (c) disclosure of any
material instance of noncompliance identified by such party and (d) a
statement that a registered public accounting firm has issued an
attestation report on such party's assessment of compliance with the
relevant servicing criteria.
9. AGENTS TO ACT FOR NOTE TRUSTEE AND MASTER ISSUER SECURITY TRUSTEE
9.1 At any time after an Event of Default in respect of the Master Issuer
Notes or any of them shall have occurred:
(a) the Principal Paying Agent, the US Paying Agent, the Transfer
Agent and the Registrar shall (where such agents act on
behalf of the Master Issuer), if so required by notice in
writing given by the Note Trustee or, as applicable, the
Master Issuer Security Trustee to the Master Issuer and the
Principal Paying Agent, the US Paying Agent, the Transfer
Agent and the Registrar:
(i) thereafter act as agents of the Note Trustee or, as
applicable, the Master Issuer Security Trustee under
the terms of the Master Issuer Trust Deed or, as
applicable, the Master Issuer Deed of Charge on the
terms mutatis mutandis contained herein (save that
the Note Trustee's or, as applicable, the Master
Issuer Security Trustee's liability under any
provision herein contained for the remuneration and
indemnification of such Agents shall be limited to
the amount for the time being held by the Note
Trustee on the trusts of the Master Issuer Trust
Deed or, as applicable, the Master Issuer Security
Trustee on the trusts of the Master Issuer Deed of
Charge which is available to be applied by the Note
Trustee or, as applicable, the Master Issuer
Security Trustee for such purpose) and thereafter
hold all Master Issuer Notes and all sums, documents
and records held by them in respect of the Master
Issuer Notes on behalf of the Note Trustee or, as
applicable, the Master Issuer Security Trustee;
and/or
(ii) deliver up all Master Issuer Notes and all sums,
documents and records held by them in respect of the
Master Issuer Notes to the Note Trustee or, as
applicable, the Master Issuer Security Trustee or as
the Note Trustee or, as applicable, the Master
Issuer Security Trustee shall direct in such notice,
provided that such notice shall be deemed not to apply to any
document or record which the relevant Agent is obliged not to
release by any applicable law or regulation; and/or
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(b) the Agent Bank shall, if so required by notice in writing
given by the Note Trustee or, as applicable, the Master
Issuer Security Trustee to the Agent Bank and until such
appointment is terminated by the Note Trustee or, as
applicable, the Master Issuer Security Trustee by notice in
writing:
(i) thereafter act as Agent Bank of the Note Trustee or,
as applicable, the Master Issuer Security Trustee in
relation to calculations and other related functions
to be made or performed by, or on behalf of, the
Note Trustee or, as applicable, the Master Issuer
Security Trustee under the terms of the Master
Issuer Trust Deed or, as applicable, the Master
Issuer Deed of Charge mutatis mutandis on the terms
contained herein (save that the Note Trustee's or,
as applicable, the Master Issuer Security Trustee's
liability under any provision hereof for the
remuneration and indemnification of the Agent Bank
shall be limited to the amounts for the time being
held by the Note Trustee or, as applicable, the
Master Issuer Security Trustee in respect of
principal and interest on the Notes on the trusts of
the Master Issuer Trust Deed or, as applicable, the
Master Issuer Deed of Charge which is available to
be applied by the Note Trustee or, as applicable,
the Master Issuer Security Trustee for such
purposes) and thereafter to hold on behalf of the
Note Trustee or, as applicable, the Master Issuer
Security Trustee all documents and records held by
it in respect of principal and interest on the
Master Issuer Notes; and/or
(ii) deliver up all documents and records held by it in
respect of principal and interest on the Master
Issuer Notes to the Note Trustee or, as applicable,
the Master Issuer Security Trustee or as the Note
Trustee or, as applicable, the Master Issuer
Security Trustee, shall direct in such notice,
provided that such notice shall be deemed not to apply to any
document or record which the Agent Bank is obliged not to
release by any applicable law or regulation.
9.2 The Note Trustee or, as applicable, the Master Issuer Security Trustee
at any time may, if any Event of Default is remedied to the reasonable
satisfaction of the Note Trustee or, as applicable, the Master Issuer
Security Trustee during any applicable grace period, by notice in
writing to the Master Issuer and the relevant Agents, withdraw any
notice given by the Note Trustee or, as applicable, the Master Issuer
Security Trustee pursuant to Clause 9.1 whereupon such Agents shall act
as agents of the Master Issuer in accordance with the terms hereof. The
withdrawal of any notice given by the Note Trustee or, as applicable,
the Master Issuer Security Trustee pursuant to Clause 9.1 shall not
preclude the Note Trustee or, as applicable, the Master Issuer Security
Trustee from issuing any other or further notices pursuant to that
Clause on any subsequent occasion and at any time after the occurrence
of an Event of Default, no notice given by the Note Trustee or, as
applicable, the Master Issuer Security Trustee pursuant to Clause 9.1
shall be withdrawn except at the absolute discretion of the Note
Trustee or, as applicable, the Master Issuer Security Trustee.
10. FEES AND EXPENSES
10.1 FEES
The Master Issuer shall pay to the Principal Paying Agent during the
period when any of the Master Issuer Notes remain outstanding for its
own account and for the account of the other Agents, such fees as may
have been agreed in writing between the Master Issuer and the relevant
Agent in respect of the services of the Agents hereunder (together with
any amounts in respect of VAT or similar tax payable in respect thereof
(against production of a valid VAT invoice)). If any Agent shall cease
to be an Agent hereunder, it shall repay to the Master Issuer, the
unearned portion, calculated on a pro rata basis of the said fees and
shall provide the Master Issuer with appropriate credit for any VAT in
respect of the unearned portion.
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10.2 FRONT-END EXPENSES
The Master Issuer shall after receipt of an account of such expenses
reimburse each Agent for its own account for all reasonable
out-of-pocket expenses incurred by it in the negotiation, preparation
and execution of this Agreement and for its own account for all
reasonable out-of-pocket expenses (including, without limitation,
reasonable legal fees and any reasonable communication, courier,
postage and other out-of-pocket expenses) properly incurred in
connection with its services hereunder (together with any amounts in
respect of Irrecoverable VAT (against production of a valid VAT
invoice)) provided that such expenses shall not have been incurred as a
result of the Agent's fraud, negligence, wilful misconduct or bad
faith. The Principal Paying Agent will be responsible for distributing
the remuneration and the relevant expenses of the Agent Bank, any other
Paying Agent, any Transfer Agent and Registrar appointed hereunder.
10.3 STAMP DUTY, ETC.
The Master Issuer shall pay all stamp, registration and other similar
taxes and duties (including any interest and penalties thereon or in
connection therewith) which are payable upon or in connection with the
execution and delivery of this Agreement.
10.4 LIABILITY FOR FEES AND EXPENSES
Save as provided in this Clause 10 or as expressly provided elsewhere
in this Agreement, the Master Issuer shall have no liability in
respect of any fees or expenses of any Agents incurred by any of them
in connection with the performance of their respective obligations
hereunder.
11. TERMS OF APPOINTMENT
11.1 RIGHTS AND POWERS OF THE PAYING AGENTS
(a) The Paying Agents shall (except as ordered by a court of
competent jurisdiction or as required by law or otherwise
instructed by the Master Issuer or the Note Trustee) in
connection with their services hereunder (whether or not the
relevant Master 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 shown on the register) be entitled
to treat the registered holder of any Master Issuer Note as
the absolute owner of such Master Issuer Note for all
purposes and make payments thereon accordingly provided that
where the Registrar has notified the Master Issuer of the
presentation or surrender of any Master Issuer Note in
accordance with Clause 7.1(a), the relevant Paying Agent
shall not make payment thereon until so instructed by the
Master Issuer.
(b) Each of the Paying Agents, the Agent Bank, the Registrar and
the Transfer Agent may in connection with its services
hereunder:
(i) rely 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 Master Issuer Security Trustee) whose advice or
services it considers necessary and rely upon any
written advice so obtained (and such Agent shall be
protected and shall incur no liability as against
the Master Issuer in respect of any action taken, or
suffered to be taken in good faith, in accordance
with such advice except to the extent that such
liability arises out of any breach of contract, bad
faith, misconduct or negligence on the part of such
Agent);
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(iii) assume that the terms of each Global Master Issuer
Note or (as the case may be) Definitive Note as
issued are correct;
(iv) refer any question relating to the ownership of any
Global Master Issuer Note or Definitive Note (as the
case may be), or the adequacy or sufficiency of any
evidence supplied in connection with the
replacement, transfer or exchange of any Global
Master Issuer Note or Definitive Note (as the case
may be) to the Master Issuer for determination by
the Master Issuer and in good faith conclusively
rely upon any determination so made; and
(v) whenever in the administration of this Agreement it
shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting
any action hereunder, in the absence of bad faith or
negligence or wilful misconduct on its part, accept
a certificate signed by any person duly authorised
on behalf of the Master Issuer as to any fact or
matter prima facie within the knowledge of the
Master Issuer as sufficient evidence thereof.
11.2 PROVISION OF SPECIMEN SIGNATURES
The Master Issuer will supply the Principal Paying Agent and the
Registrar with the names and specimen signatures of its Authorised
Signatories.
11.3 EXTENT OF DUTIES
Each Agent shall only be obliged to perform the duties set out herein
and such other duties as are necessarily incidental thereto. No Agent
shall (i) be under any fiduciary duty towards any person other than the
Master Issuer, (ii) be responsible for or liable in respect of the
authorisation, validity or legality of any Global Master Issuer Note or
Definitive Note (as the case may be) amount paid by it hereunder or any
act or omission of any other person including, without limitation, any
other Agent (except to the extent that such liability arises out of any
breach of contract, bad faith, misconduct or negligence on the part of
any such Agent), (iii) be under any obligation towards any person other
than the Master Issuer Security Trustee, the Note Trustee, the Master
Issuer and the other Agents 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 Master
Issuer Notes shall be held by them on trust to the extent required by
the Trust Indenture Act for and on behalf of the relevant Noteholders
until the expiration of the relevant prescription period under the
Master Issuer Trust Deed.
11.4 FREEDOM TO TRANSACT
Each Agent may purchase, hold and dispose of beneficial interests in a
Global Master Issuer Note or any Definitive Note (as the case may be)
and may enter into any transaction (including, without limitation, any
depository, trust or agency transaction) with the Master Issuer or any
holders or owners of any Master Issuer Notes or with any other party
hereto in the same manner as if it had not been appointed as the agent
of the Master Issuer or the Note Trustee in relation to the Master
Issuer Notes.
11.5 INDEMNITY
(a) The Master Issuer agrees to indemnify each Agent for, and to
hold such Agent harmless against, any loss, liability or
expense incurred without fraud, negligence, wilful misconduct
or bad faith on its part, arising out of, or in connection
with, the acceptance and provision of any services by such
Agent under this Agreement, including the costs and expenses
(including reasonable legal fees and expenses) of defending
itself against any claim in
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connection with the exercise or performance of any of its
powers or duties under this Agreement.
No termination of this Agreement shall affect the obligations
created by this Clause 11.5 of the Master Issuer to indemnify
any Agent under the Conditions and to the extent set forth
herein.
(b) The Paying Agents, the Agent Bank, the Registrar and the
Transfer Agent shall severally indemnify the Master Issuer
and, for the purposes of Clause 9, the Note Trustee or, as
applicable, the Master Issuer Security Trustee against any
loss, liability, reasonable costs and expenses including any
claim, action or demand which the Master Issuer or, as
applicable, the Note Trustee or, as applicable, the Master
Issuer Security Trustee may incur or which may be made
against it as a result of the breach by any Paying Agent, the
Agent Bank, the Registrar or the Transfer Agent of the terms
of this Agreement or its negligence, breach of contract, bad
faith or 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.
11.6 AGENTS' COMMITMENTS
No provisions of this Agreement shall require any Agent or the Note
Trustee to expend its own funds or assume a financial commitment to a
person not party to this Agreement (other than in the ordinary course
of its business) in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers hereunder, if it shall
have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such commitment is not reasonably assured to
it.
11.7 EXCLUSION OF LIABILITY
Notwithstanding anything in this Agreement to the contrary, in no event
shall the Agents be liable under or in connection with this Agreement
for indirect, special or consequential losses or damages of any kind,
including lost profits, even if the Agents have been advised of the
possibility thereof and regardless of the form of action by which such
losses or damages may be claimed.
12. TERMINATION OF APPOINTMENT
12.1 RESIGNATION
Subject to Clause 12.9, the Paying Agents in respect of any or all
Series and Classes (or Sub-Classes) of Master Issuer Notes or the Agent
Bank, the Registrar or the Transfer Agent may resign its appointment
upon not less than 60 days' written notice to the Master Issuer, the
Note Trustee and the Master Issuer Security Trustee (with a copy to the
Principal Paying Agent) to that effect, which notice shall expire not
less than 30 days before an Interest Payment Date related to the
affected Series and/or Classes (or Sub-Classes) of Master Issuer Notes.
12.2 REVOCATION
Subject to Clause 12.9, the Master Issuer may at any time with the
prior written consent of the Note Trustee revoke its appointment of any
Agent as its agent in relation to the Master Issuer Notes of any or all
Series and Classes (or Sub-Classes) by not less than 60 days' written
notice to the Note Trustee and such Agent whose appointment is to be
revoked (with a copy to the Principal Paying Agent), which notice shall
expire not less than 30 days before an Interest Payment Date.
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12.3 AUTOMATIC TERMINATION
If at any time:
(a) a secured party takes possession, or a receiver, manager or
other similar officer is appointed, of the whole or any part
of the undertaking, assets and revenues of any Agent;
(b) any Agent admits in writing its insolvency or inability to
pay its debts as they fall due or suspends payments of its
debts;
(c) an administrator or liquidator of any Agent of the whole or
any part of the undertaking, assets and revenues of any Agent
is appointed (or application for any such appointment is
made);
(d) any Agent takes any action for a readjustment or deferment of
any of its obligations or makes a general assignment or an
arrangement or composition with or for the benefit of its
creditors or declares a moratorium in respect of any of its
indebtedness;
(e) an order is made or an effective resolution is passed for the
winding up of any Agent; or (f) any event occurs which has an
analogous effect to any of the foregoing,
the Master Issuer may with the prior approval of the Note Trustee
(which approval shall not be unreasonably withheld or delayed)
forthwith terminate without notice the appointment of such Agent and
the remaining Agents and the Master Issuer (or the Note Trustee, as
applicable) shall give notice thereof to the Note Trustee and to the
Noteholders in accordance with Condition 14. On the occurrence of any
of the above, the relevant Agent shall forthwith notify the Master
Issuer.
12.4 ADDITIONAL AND SUCCESSOR AGENTS
The Master Issuer may with the prior written approval of the Note
Trustee (such approval not to be unreasonably withheld or delayed):
(a) appoint a Successor Principal Paying Agent or Successor US
Paying Agent; and/or
(b) appoint a Successor Agent Bank; and/or
(c) appoint a Registrar and a Transfer Agent in accordance with
the Conditions; and/or
(d) appoint one or more additional Paying Agents in respect of
any Series and Class (or Sub-Class) of Master Issuer Notes;
and/or
(e) appoint an alternative Agent Bank in respect of any Series
and Class (or Sub-Class) of Master Issuer Notes; and
(f) appoint an alternative Registrar in respect of any Series and
Class (or Sub-Class) of Master Issuer Notes; and
(g) appoint an alternative Transfer Agent in respect of any
Series and Class (or Sub-Class) of Master Issuer Notes,
and shall forthwith give notice of any such appointment to the
continuing Agents and the Noteholders.
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12.5 AGENT MAY APPOINT SUCCESSOR
If any Agent gives notice of its resignation in accordance with Clause
12.1 and by the tenth day before the expiration of such notice a
Successor Agent has not been duly appointed, such Agent may itself,
following such consultation with the Master Issuer as is practicable in
the circumstances and with the prior written approval of the Note
Trustee and the Master Issuer (provided such failure to appoint was not
due to default by the Master Issuer), appoint as its Successor Agent
any reputable and experienced bank or financial institution and give
notice of such appointment to the Master Issuer, the remaining Agents
and the Noteholders.
12.6 RIGHTS OF SUCCESSOR AGENT
Upon the execution by the Master Issuer and any Successor Agent of an
instrument effecting the appointment of a Successor Agent, such
Successor Agent shall, without any further act, deed or conveyance,
become vested with all the authority, rights, powers, trusts,
immunities, duties and obligations of its predecessor with like effect
as if originally named as the relevant Agent herein and such
predecessor, upon payment to it of the pro rata proportion of its
administration fee and disbursements then unpaid (if any), shall
thereupon become obliged to transfer, deliver and pay over, and such
Successor Agent shall be entitled to receive, all monies, records and
documents (including any Definitive Notes of the relevant Series and
Class (or Sub-Class), if any) held by such predecessor hereunder.
12.7 NOTICE TO NOTEHOLDERS
The Master Issuer shall, within 30 days of the revocation of the
appointment of any Agent, the appointment of a new Agent or the
resignation of any Agent, give to the relevant Noteholders written
notice thereof in accordance with Condition 14.
12.8 CHANGE OF SPECIFIED OFFICE
If any Agent shall determine to change its Specified Office (which, in
the case of the Paying Agents, may only be effected within the same
city) it shall give to the Master Issuer, the Master Issuer Security
Trustee and the Note Trustee written notice of such determination
giving the address of the new Specified Office and stating the date on
which such change is to take effect, which date shall not be less than
30 days after the date of such notice, provided that no such notice
shall take effect within the period of 30 days before or after any
Interest Payment Date. The Master Issuer shall, within 40 days of
receipt of such notice (unless the appointment is pursuant to a
revocation or termination under Clause 12.2 or Clause 12.3 above on or
prior to the date of such change), give to the Noteholders notice of
such change as approved by the Note Trustee and of the address of the
Specified Office in accordance with Condition 14 but the costs of
giving such notice shall be borne by such Agent changing its office and
not by the Master Issuer.
12.9 LIMITATIONS ON RESIGNATION AND REVOCATION
Notwithstanding Clauses 12.1 and 12.2:
(a) if there is only one Paying Agent, no resignation by or
termination of the appointment of the Paying Agent shall take
effect until a new Paying Agent in respect of the affected
Series and Classes (or Sub-Classes) of Master 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
22
respect of the affected Series and Classes (or Sub-Classes)
of Master Issuer Notes having a Specified Office in London;
(c) no resignation or termination of the appointment of a Paying
Agent shall take effect if as a result of such resignation or
termination there would cease to be a Paying Agent in a
member state of the European Union that is not obliged to
withhold or deduct tax pursuant to any law implementing or
complying with, or introduced in order to conform to European
Council Directive 2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of
26th-27th November, 2000;
(d) no appointment or termination of the appointment of a Paying
Agent shall take effect unless and until notice thereof shall
have been given to the relevant Noteholders in accordance
with the Master Issuer Trust Deed and the Conditions;
(e) no resignation by or revocation of the appointment of the
Agent Bank shall take effect until a new Agent Bank having
its Specified Office in London has been appointed;
(f) no resignation by or termination of the appointment of the
Registrar shall take effect until a new Registrar having its
Specified Office in London has been appointed; and
(g) the appointment of any additional Paying Agent shall be
mutatis mutandis on the terms and subject to the conditions
of this Agreement and each of the parties hereto shall
co-operate fully to do all such further acts and things and
execute any further documents as may be necessary or
desirable to give effect to the appointment of such Paying
Agent.
12.10 EFFECT OF RESIGNATION, REVOCATION AND TERMINATION
Upon any resignation or revocation taking effect under Clause 12.1 or
Clause 12.2 or any termination under Clause 12.3, the relevant Agent
shall:
(a) without prejudice to any accrued liabilities and obligations,
be released and discharged from any further obligations under
this Agreement (save that it shall remain entitled to the
benefit of, and subject to, Clauses 10, 11 and 12) with
respect to the relevant Series and Classes (or Sub-Classes)
of Master Issuer Notes;
(b) repay to the Master Issuer such part of any fee paid to it in
accordance with Clause 10.1 as shall relate to any period
thereafter;
(c) deliver to the Master Issuer and to its Successor Agent a
copy, certified as true and up-to-date by an officer of such
Agent, of the records maintained by it pursuant to this
Agreement;
(d) forthwith transfer all monies and papers (including any
unissued Definitive Notes held by it hereunder) to its
successor in that capacity and provide reasonable assistance
to its successor for the discharge by it of its duties and
responsibilities hereunder; and
(e) in the case of a Paying Agent, pay to the Successor Paying
Agent any amount held by it for payment of principal or
interest in respect of the relevant Master Issuer Notes.
12.11 MERGER
Any legal entity into which any Agent is merged or converted, any
corporation to which such Agent shall sell or otherwise transfer all or
substantially all of its assets, any corporation to which such Agent
shall sell or otherwise transfer all or substantially all of its
corporate trust business or any legal entity resulting from any merger
or conversion to which such Agent is a party shall, to the
23
extent permitted by applicable law, be the successor to such Agent
without any further formality, whereupon the Master Issuer, the Master
Issuer Security Trustee, the Note Trustee, the other Agents and such
successor shall acquire and become subject to the same rights and
obligations between themselves as if they had entered into an
agreement in the form mutatis mutandis of this Agreement. Written
notice of any such merger or conversion shall forthwith be given by
such successor to the Master Issuer, the Master Issuer Security
Trustee, the Note Trustee and the other Agents.
13. NON-PETITION
(a) Each of the Agents and the Master Issuer Security Trustee, in relation
to any fees, costs and expenses payable to the Master Issuer Security
Trustee but without prejudice to the rights of the Master Issuer
Security Trustee under and the provisions of, the Master Issuer Deed of
Charge, undertakes to the Master Issuer that until one year and one day
has elapsed since the last day on which the Master Issuer has
discharged all of its obligations in relation to all the Master Issuer
Notes, none of them will petition or commence proceedings for the
administration or winding-up of the Master Issuer (nor join any person
in such proceedings or commencement of proceedings) nor commence any
legal proceedings against the Master Issuer.
(b) Each of the Agents and the Master Issuer Security Trustee shall have
recourse only to the Master Issuer Charged Property subject always to
the charges set out in the Master Issuer Deed of Charge and the
priority of payments set out therein. Upon final realisation of the
Master Issuer Charged Property, none of the Agents and the Master
Issuer Security Trustee or any person acting on its behalf shall be
entitled to take any further steps against the Master Issuer to recover
any sums due to each of the Agents and the Master Issuer Security
Trustee but still unpaid and all claims in respect of such sums due but
still unpaid shall be extinguished.
(c) Each of the Agents hereby covenants and agrees with the Master Issuer
and the Master Issuer Security Trustee that:
(i) only the Master Issuer Security Trustee may enforce the
security created in favour of the Master Issuer Security
Trustee by the Master Issuer Deed of Charge in accordance
with its provisions; and
(ii) it will not in relation to the matters contemplated in this
Agreement take any steps for the purpose of recovering any
sums due under this Agreement or enforcing any rights arising
out of this Agreement or institute against the Master Issuer
or join any other person in instituting against the Master
Issuer any winding-up, arrangement, reorganisation,
liquidation, bankruptcy, insolvency or other proceedings
under any similar law for a period of one year and one day
after all the Master Issuer Notes issued by the Master Issuer
have been redeemed.
(d) Notwithstanding any other provisions of this Agreement, each of the
Agents hereby agrees to be bound by the provisions of the Master
Issuer Deed of Charge and in particular confirms that no sum due under
the Master Issuer Deed of Charge will be due and payable by the Master
Issuer except in accordance with the Master Issuer Deed of Charge,
unless and until all sums thereby required to be paid in priority
thereto have been paid or discharged in full.
Each of the Agents hereby undertakes with the Master Issuer Security
Trustee and the Master Issuer that if, whether in the liquidation of
the Master Issuer or otherwise (and notwithstanding the provisions of
this Clause 13), any payment is made to or amount recovered by any
Agent other than in accordance with or the Master Issuer Deed of
Charge, the amount so paid or recovered shall be paid by such Agent to
the Master Issuer Security Trustee; provided however that this Clause
13 shall have effect only to the extent it does not create and is not
deemed to create or constitute a Security Interest.
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14. ASSIGNMENT
14.1 ASSIGNMENT BY THE MASTER ISSUER
The Master Issuer may assign its rights hereunder without consent
subject to and in accordance with the terms of the Master Issuer Deed
of Charge.
14.2 NO ASSIGNMENT BY AGENTS
The Agents may not assign or transfer any of their respective rights
and obligations under this Agreement without the prior written consent
of the Master Issuer and the Note Trustee, such consent not to be
unreasonably withheld or delayed.
15. TIME
Any date or period specified herein may be postponed or extended by
mutual agreement among the parties but, as regards any date or period
originally fixed or so postponed or extended, time shall be of the
essence.
16. NOTICES AND DEMANDS
16.1 SERVICE OF NOTICES
Any notice, communication or demand made under or in connection with
this Agreement shall be in writing and shall be delivered personally,
or by post, fax or cable to the addresses given in Clause 16.2 or at
such other address as the recipient may have notified to the other
party in writing. Proof of posting or despatch of any notice or
communication shall be deemed to be proof of receipt:
(a) in the case of a letter, on the third business day after
posting; and
(b) in the case of a facsimile on the business day of despatch.
16.2 ADDRESS
The addresses referred to in this Clause 16.2 are as follows:
(a) in the case of the Master Issuer: to ▇▇▇▇▇▇ Master Issuer
PLC, Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the
attention of the Company Secretary with a copy to Abbey
National plc, c/o Abbey House (AAM 129), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇▇▇ ▇▇▇
019) for the attention of Securitisation Team, Retail Credit
Risk;
(b) in the case of the Principal Paying Agent: to The Bank of New
York, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇,
(facsimile number 44 20 7964 6399) for the attention of
Global Structured Finance - Corporate Trust;
(c) in the case of the Agent Bank: to The Bank of New York, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, (facsimile number
44 20 7964 6399) for the attention of Global Structured
Finance - Corporate Trust;
(d) in the case of the US Paying Agent: to The Bank of New York,
New York Branch, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(facsimile number 44 20 7964 6399) for the attention of the
Corporate Trust Services;
25
(e) in the case of the Registrar: to The Bank of New York
(Luxembourg) S.A. Corporate Trust Services, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇, ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of
Luxembourg (facsimile number (▇▇▇) ▇▇ ▇▇ ▇▇ ▇▇ ▇▇) for the
attention of the ▇▇▇▇▇ Bun;
(f) in the case of the Transfer Agent: to The Bank of New York
(Luxembourg) S.A. Corporate Trust Services, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ -
▇▇, ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of
Luxembourg (facsimile number (▇▇▇) ▇▇ ▇▇ ▇▇ ▇▇ ▇▇) for the
attention of the ▇▇▇▇▇ Bun;
(g) in the case of the Note Trustee and the Master Issuer
Security Trustee: to The Bank of New York, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, (facsimile number 44 20 7964
6399) for the attention of Global Structured Finance -
Corporate Trust;
(h) in the case of Moody's: to ▇▇▇▇▇'▇ Investors Service, ▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile
number 44 20 7772 5400) for the attention of Asset Backed
Finance, and ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇;
(i) in the case of S&P: to Standard & Poor's, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number 44 20 7826 3598)
for the attention of the Structured Finance Surveillance
Group; and
(j) in the case of Fitch: to Fitch Ratings Limited, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (facsimile number 44 20 7417 6262)
for the attention of SF Surveillance,
or to such other address or facsimile number or for the attention of
such other person or entity as may from time to time be notified by
any party to the others by written notice in accordance with the
provisions of this Clause 16.
17. MASTER ISSUER SECURITY TRUSTEE AS A PARTY
The Master Issuer Security Trustee is a party hereto solely for the
better protection of its rights in connection with the Master Issuer
Security and (save as otherwise expressly provided herein) does not
have, and shall not assume, any of the obligations or liabilities of
the other parties to this Agreement.
18. MISCELLANEOUS
18.1 COUNTERPARTS
This Agreement may be executed in any number of counterparts each of
which, when executed and delivered, shall constitute an original, but
all the counterparts shall together constitute but one and the same
instrument; provided, however, that this Agreement shall have no force
or effect until it is executed by the last party to execute the same
and shall be deemed to have been executed and delivered in the place
where such last party executed this Agreement.
18.2 AMENDMENTS
This Agreement may be amended by the parties hereto, without the
consent of any Noteholder, for the purpose of curing any ambiguity or
of curing, correcting or supplementing any defective provision
contained herein or in any manner which the parties may agree is
necessary or desirable, provided that such amendment shall not be
inconsistent with the Conditions and, in the Note Trustee's sole
discretion, shall not be materially prejudicial to the Noteholders of
any class.
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19. EXCLUSION OF THIRD PARTY RIGHTS
A person who is not a party to this Agreement has no right under the
Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any term of
this Agreement, but this does not affect any right or remedy of a third
party which exists or is available apart from that Act.
20. GOVERNING LAW
20.1 GOVERNING LAW
This Agreement is governed by, and shall be construed in accordance
with, English law.
20.2 JURISDICTION
(a) The Agents irrevocably agree for the benefit of the Master
Issuer, the Master Issuer Security Trustee, and the Note
Trustee that the courts of England are to have jurisdiction
to settle any dispute which may arise out of or in connection
with this Agreement and that accordingly any suit, action or
proceedings arising out of or in connection with this
Agreement (together referred to as PROCEEDINGS) may be
brought in the courts of England.
(b) The Agents irrevocably and unconditionally waive and agree
not to raise any objection which they may have now or
subsequently to the laying of the venue of any Proceedings in
the courts of England and any claim that any Proceedings have
been brought in an inconvenient forum and further irrevocably
and unconditionally agrees that a judgement in any
Proceedings brought in the courts of England shall be
conclusive and binding upon the Agents and may be enforced in
the courts of any other jurisdiction.
(c) Nothing contained in this Clause shall limit any right to
take Proceedings against any party to this Agreement in any
other court of competent jurisdiction, nor shall the taking
of Proceedings in one or more jurisdictions preclude the
taking of Proceedings in any other jurisdiction, whether
concurrently or not.
(d) The US Paying Agent, the Registrar and the Transfer Agent
each irrevocably and unconditionally appoints the Principal
Paying Agent at its registered office for the time being as
its agent for service of process in England in respect of any
Proceedings and undertakes that in the event of it ceasing so
to act it will appoint another person with a registered
office in London as its agent for service of process.
(e) The US Paying Agent, the Registrar and the Transfer Agent
each:
(i) agree to procure that, so long as any Master Issuer
Notes remains liable to prescription, there shall be
in force an appointment of such a person approved by
the Note Trustee with an office in London with
authority to accept service as aforesaid;
(ii) agree that failure by any such person to give notice
of such service of process to the relevant Paying
Agent shall not impair the validity of such service
or of any judgment based thereon;
(iii) consent to the service of process in respect of any
Proceedings by the airmailing of copies, postage
prepaid, to the relevant Paying Agent in accordance
with Clause 16; and
(iv) agree that nothing in this Agreement shall affect
the right to serve process in any other manner
permitted by law.
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20.3 APPROPRIATE FORUM
Each of the parties hereto irrevocably waives any objection which it
might now or hereafter have to the courts of England being nominated as
the forum to hear and determine any Proceedings and to settle any
disputes, and agrees not to claim that any such court is not a
convenient or appropriate forum.
20.4 NON-EXCLUSIVITY
The submission to the jurisdiction of the courts of England shall not
(and shall not be construed so as to) limit the right of the parties or
any of them to take Proceedings in any other court of competent
jurisdiction, nor shall the taking of Proceedings in any one or more
jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not) if and to the extent
permitted by law.
21. EXCLUSION OF LIABILITY
The Note Trustee is a party to this Agreement only to receive the
benefit of the provisions in this Agreement and has no liability under
this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first mentioned above.
28
SCHEDULE 1
SPECIFIED OFFICES OF THE AGENTS
The Bank of New York, London Branch
(THE PRINCIPAL PAYING AGENT)
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
The Bank of New York, New York Branch
(THE US PAYING AGENT)
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇
▇▇ ▇▇▇▇▇
The Bank of New York, London Branch
(THE AGENT BANK)
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
The Bank of New York (Luxembourg) S.A.
(THE REGISTRAR)
Aerogolf Center
▇▇, ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
The Bank of New York (Luxembourg) S.A.
(THE TRANSFER AGENT)
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇▇▇
▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
29
SCHEDULE 2
REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
REGISTRATION OF THE REGISTERED DEFINITIVE NOTES
1. In this Schedule, any reference to MASTER ISSUER NOTE or MASTER ISSUER
NOTES shall be construed as a reference to a Definitive Note in
registered form. The Master Issuer Notes are in Authorised
Denominations.
2. Subject to paragraph 6 below, a Master 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. Each Master 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 Paying Agents, the Registrar
or the Transfer Agent, together with such evidence as the Paying
Agents, the Registrar or the Transfer Agent may reasonably require to
prove the title of the transferor and the authority of the persons who
have executed the form of transfer. The signature of the person
effecting a transfer or exchange of a Master Issuer Note shall conform
to any list of duly authorised specimen signatures supplied by the
holder of such Master Issuer Note or be certified by a financial
institution in good standing, notary public or in such other manner as
the Paying Agents, the Registrar or the Transfer Agent may require.
4. No Noteholder may require the transfer of a Master Issuer Note to be
registered during the period of 15 calendar days ending on an Interest
Payment Date in respect of such Master Issuer Note.
5. The executors or administration of a deceased holder of any Master
Issuer Notes (not being one of several joint holders) and, in the case
of the death of one or more of several joint holders, the survivor or
survivors of such joint holders, shall be the only persons recognised
by the Master Issuer as having any title to such Master Issuer Notes.
6. Any person becoming entitled to any Master Issuer Notes in consequence
of the death or bankruptcy of the holder of such Master Issuer Notes
may, upon producing such evidence that he or she holds the position in
respect of which he or she proposes to act under this paragraph or of
his or her title as the Paying Agents, the Registrar or the Transfer
Agent shall require (including legal opinions), become registered
himself or herself as the holder of such Master Issuer Notes or,
subject to the provisions of these Regulations, the Master Issuer
Notes and the relevant Conditions as to transfer, may transfer such
Master Issuer Notes. The Master Issuer, the Transfer Agent, the
Registrar and the Paying Agents shall be at liberty to retain any
amount payable upon the Master Issuer Notes to which any person is so
entitled until such person shall be registered as aforesaid or shall
duly transfer the relevant Master Issuer Notes.
7. Unless otherwise required by him or her and agreed by the Master
Issuer, the holder of any Master Issuer Notes shall be entitled to
receive only one Master Issuer Note in respect of his or her holding.
30
8. The joint holders of any Master Issuer Note shall be entitled to one
Master Issuer Note only in respect of their joint holding which shall,
except where they otherwise direct, be delivered to the joint holder
whose name appears first in the Register in respect of the joint
holding.
9. Where there is more than one transferee (to hold other than as joint
holders), separate forms of transfer (obtainable from the specified
office of a Paying Agent, the Registrar or the Transfer Agent) must be
completed in respect of each new holding.
10. Where a holder of Master Issuer Notes has transferred part only of his
or her holding comprised therein, there shall be delivered to him or
her a new Master Issuer Note in respect of the balance of such holding.
11. The Master Issuer, the Transfer Agent, a Paying Agent and the Registrar
shall, save in the case of the issue of replacement Master Issuer Notes
pursuant to the Conditions, make no charge to the holders for the
registration of any holding of Master Issuer Notes or any transfer
thereof or for the issue of any Master Issuer Notes or for the delivery
thereof at the Specified Office of the Transfer Agent, such Paying
Agent or the Registrar or by uninsured post to the address specified by
the holder, but such registration, transfer, issue or delivery shall be
effected against such indemnity from the holder or the transferee
thereof as the Paying Agents, the Registrar or the Transfer Agent may
require in respect of any tax or other duty of whatever nature which
may be levied or imposed in connection with such registration,
transfer, issue or delivery.
12. Provided a transfer of a Master Issuer Note is duly made in accordance
with all applicable requirements and restrictions upon transfer and
the Master Issuer Note(s) transferred are presented to the Transfer
Agent and/or a Paying Agent in accordance with the Master Issuer
Paying Agent and Agent Bank Agreement and these Regulations and
subject to unforeseen circumstances beyond the control of the Transfer
Agent, a Paying Agent or the Registrar arising, such Transfer Agent,
Paying Agent and the Registrar will, within five business days of the
request for transfer being duly made, deliver at its Specified Office
or despatch to the transferee by uninsured post (at the request and
risk of the transferee) to such address as the transferee entitled to
the Master Issuer Notes may have specified, a Master Issuer Note in
respect of which entries have been made in the Register, all
formalities complied with and the name of the transferee completed on
the Master Issuer Note by or on behalf of the Registrar; and, for the
purposes of this paragraph, BUSINESS DAY means a day (other than a
Saturday or a Sunday) on which commercial banks are open for business
(including dealings in foreign currencies) in the cities in which the
Paying Agents, the Registrar and the Transfer Agent have their
respective Specified Office.
31
SIGNATORIES
MASTER ISSUER
SIGNED by ) /s/ ▇▇▇▇ ▇▇▇▇▇▇
for and on behalf of )
▇▇▇▇▇▇ MASTER ISSUER PLC )
PRINCIPAL PAYING AGENT
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇
for and on behalf of )
THE BANK OF NEW YORK, )
LONDON BRANCH )
AGENT BANK
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇
for and on behalf of )
THE BANK OF NEW YORK, )
LONDON BRANCH )
US PAYING AGENT
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇
for and on behalf of )
THE BANK OF NEW YORK, )
NEW YORK BRANCH )
REGISTRAR
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇
for and on behalf of )
THE BANK OF NEW YORK )
(LUXEMBOURG) S.A. )
TRANSFER AGENT
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇
for and on behalf of )
THE BANK OF NEW YORK )
(LUXEMBOURG) S.A. )
Without prejudice to the foregoing provisions of this Agreement, The Bank of
New York (Luxembourg) S.A. expressly and specifically confirms its agreement
with the provisions of Clause of this Agreement for the purposes of Article 1
of the Protocol annexed to the Convention on Jurisdiction and the Enforcement
of Judgements in Civil and Commercial Matters signed at Brussels, on 27
September 1968, as amended.
32
NOTE TRUSTEE
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇
for and on behalf of )
THE BANK OF NEW YORK, )
LONDON BRANCH )
MASTER ISSUER SECURITY TRUSTEE
SIGNED by ) /s/ ▇▇▇▇▇ ▇▇▇
for and on behalf of )
THE BANK OF NEW YORK, )
LONDON BRANCH )
33
APPENDIX 1
SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON ASSESSMENT OF COMPLIANCE
------------------------------------------------------------------------------------------ ----------- ------------
NOTE PAYING
SERVICING CRITERIA TRUSTEE AGENT
-------------------- --------------------------------------------------------------------- ----------- ------------
REFERENCE CRITERIA
-------------------- --------------------------------------------------------------------- ----------- ------------
GENERAL SERVICING CONSIDERATIONS
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance x x
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third x x
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a x x
back-up servicer for the mortgage loans are maintained.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the x x
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
CASH COLLECTION AND ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the
appropriate custodial bank accounts and related bank
clearing accounts no more than two business days following
receipt, or such other number of days specified in the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized
personnel.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash
flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved
as specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash
reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g.,
with respect to commingling of cash) as set forth in the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction
agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign
financial institution means a foreign financial institution
that meets the requirements of Rule 13k-1(b)(1) of the
Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent
unauthorized access.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
INVESTOR REMITTANCES AND REPORTING
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(3)(i) Reports to investors, including those to be filed with the x x
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the
Servicer.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance x
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
34
------------------------------------------------------------------------------------------ ----------- ------------
NOTE PAYING
SERVICING CRITERIA TRUSTEE AGENT
-------------------- --------------------------------------------------------------------- ----------- ------------
REFERENCE CRITERIA
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two business
days to the Servicer's investor records, or such other
number of x days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank x
statements.
-------------------- --------------------------------------------------------------------- ----------- ------------
POOL ASSET ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as
required by the transaction agreements or related mortgage
loan documents.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as
required by the transaction agreements
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool
are made, reviewed and approved in accordance with any
conditions or requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in
accordance with the related mortgage loan documents are posted to
the Servicer's obligor records maintained no more than two business
days after receipt, or such other number of days specified in the
transaction agreements, and allocated to principal, interest or
other items (e.g., escrow) in accordance with the related mortgage
loan documents.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree
with the Servicer's records with respect to an obligor's
unpaid principal balance.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's
mortgage loans (e.g., loan modifications or re-agings) are
made, reviewed and approved by authorized personnel in
accordance with the transaction agreements and related pool
asset documents.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance
plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are
initiated, conducted and concluded in accordance with the
timeframes or other requirements established by the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a mortgage loan is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent mortgage loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency
is deemed temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for
mortgage loans with variable rates are computed based on
the related mortgage loan documents.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's mortgage loan documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable mortgage loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related mortgage loans, or such other
number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or
insurance payments) are made on or before the related
penalty or expiration dates, as indicated on the
appropriate bills or notices for such payments, provided
that such support has been received by the servicer at
least 30 calendar days prior to these dates, or such other
number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment
to be made on behalf of an obligor are paid from the
servicer's funds and not charged to the obligor, unless the
late payment was due to the obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted
within two business days to the obligor's records
maintained by the servicer, or such other number of days
specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
35
------------------------------------------------------------------------------------------ ----------- ------------
NOTE PAYING
SERVICING CRITERIA TRUSTEE AGENT
-------------------- --------------------------------------------------------------------- ----------- ------------
REFERENCE CRITERIA
-------------------- --------------------------------------------------------------------- ----------- ------------
1122(d)(4)(xv) Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
is maintained as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------- ------------
36