Exhibit 4.4
▇▇▇▇▇▇▇▇ LIMITED LIABILITY PARTNERSHIP
CHANCE
ARRAN FUNDING LIMITED
as Issuer
THE BANK OF NEW YORK
as Principal Paying Agent, Agent Bank, Registrar and Transfer Agent
THE BANK OF NEW YORK, LONDON BRANCH
as Paying Agent and Note Trustee
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AGENCY AGREEMENT
RELATING TO
ARRAN FUNDING MEDIUM TERM NOTE PROGRAMME
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CONTENTS
CLAUSE PAGE
SECTION A INTERPRETATION......................................................3
1. Interpretation.........................................................3
SECTION B APPOINTMENT OF AGENTS...............................................5
2. Appointment Of The Agents..............................................5
SECTION C THE NOTES...........................................................7
3. The Notes..............................................................7
SECTION D TRANSFER OF NOTES..................................................10
4. Transfers Of Notes....................................................10
5. Replacement Note Certificates.........................................10
SECTION E PAYMENTS...........................................................12
6. Payments To The Principal Paying Agent................................12
7. Payments To Note Certificate Holders..................................13
8. Miscellaneous Duties Of The Agents....................................16
SECTION F FEES AND EXPENSES..................................................19
9. Fees And Expenses.....................................................19
SECTION G APPOINTMENT AND CHANGE IN AGENTS...................................20
10. Terms Of Appointment..................................................20
11. Termination Of Appointment............................................21
SECTION H MISCELLANEOUS......................................................25
12. Time..................................................................25
Schedule 1 SPECIFIED OFFICES OF THE AGENTS...............................26
Schedule 2 NOTICE OF APPOINTMENT OF AGENT................................27
Schedule 3 FORM OF AGENT BANK APPOINTMENT LETTER.........................28
THIS AGREEMENT is made on [*] 2005
BETWEEN
(1) ARRAN FUNDING LIMITED, a limited company incorporated in Jersey, Channel
Islands (registered number 88474) whose registered office is at ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the
"ISSUER");
(2) THE BANK OF NEW YORK, a New York banking corporation acting through its
office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ as principal
paying agent, agent bank, registrar and transfer agent and (in such
respective capacities the "PRINCIPAL PAYING AGENT", the "AGENT BANK",
the "REGISTRAR" and the "TRANSFER AGENT"); and
(3) THE BANK OF NEW YORK, a New York banking corporation acting through its
office at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as paying agent (the "PAYING
AGENT" and, together with the Principal Paying Agent, the "PAYING
AGENTS") and as note trustee (the "NOTE TRUSTEE"), which expression
shall include such company and all other persons for the time being
acting as the trustee or trustees under the Arran Funding Note Trust
Deed.
WHEREAS
(A) The Issuer has established a medium term note programme (the
"PROGRAMME") for the issuance of notes from time to time (the "NOTES")
as set out in the Arran Funding Note Trust Deed and the relevant Arran
Funding Note Trust Deed Supplement.
(B) Each Series will be constituted by, be subject to, and have the benefit
of the Arran Funding Note Trust Deed and the applicable Arran Funding
Note Trust Deed Supplement.
(C) Notes issued in accordance with the Programme will be secured in
accordance with the Arran Funding Note Trust Deed and the relevant Arran
Funding Note Trust Deed Supplement executed on or about the time of each
such issuance.
(D) Notes issued under the Programme will initially be represented in
registered form in an Authorised Denomination and may be sold in a
public offering in the United States.
(E) The Notes of each class of each Series will be represented by one or
more Global Note Certificates and will be deposited with, and registered
in the name of Cede & Co., a nominee for DTC and will be deposited with
the depository of the DTC on or about the Closing Date in the case of
Notes denominated in US Dollars, or in all other cases, registered in
the name of Euroclear or Clearstream, Luxembourg or their nominee.
Beneficial interests in the Global Note Certificates will only be
exchangeable for Individual Note Certificates in the limited
circumstances specified in the Arran Funding Note Trust Deed and the
relevant Arran Funding Note Trust Deed Supplement and such Global Note
Certificates.
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(F) Notes may be issued on a listed basis in accordance with the relevant
Final Terms. The Issuer will make applications for certain Series of the
Notes issued under the Programme to be admitted to listing in accordance
with the relevant Final Terms.
(G) The parties to this Agreement wish to record certain arrangements, which
they have made in relation to payments in respect of the Notes.
IT IS AGREED as follows:
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SECTION A
INTERPRETATION
1. INTERPRETATION
1.1 DEFINITIONS
Unless otherwise defined in this Agreement or the context requires
otherwise, words and expressions used in this Agreement shall have the
meanings and constructions ascribed to them in the Master Definitions
Schedule set out in Schedule 1 (Master Definitions Schedule) of the
Arran Funding Master Framework Agreement which is dated on or about the
date of this Agreement and signed for the purpose of identification by,
amongst others, each of the parties to this Agreement.
1.2 INCORPORATION OF COMMON TERMS
Except as provided below, the Common Terms apply to this Agreement,
where applicable, and shall be binding on the parties to this Agreement
as if set out in full in this Agreement.
1.3 AMENDMENT TO COMMON TERMS
The Common Terms are, for the purposes of this Agreement incorporated
and amended as follows:
1.3.1 Paragraph 1 (Further Assurance) of the Common Terms applies to
this Agreement as if set out in full in this Agreement, and as
if the Issuer were the Obligor and each Agent and the Note
Trustee were an Obligee for the purposes of such Paragraph.
1.3.2 Limited recourse and non-petition
The provisions of Paragraph 8 (Limited Recourse and
Non-Petition) of the Common Terms apply to this Agreement as if
set out in full in this Agreement.
1.4 ADDITIONAL DEFINITIONS
"REGULATIONS" means the regulations concerning the transfer of Notes as
the same may from time to time be promulgated in accordance with
Clause 8.9 (Regulations for the Duties of Transfer Agents).
1.5 CONFLICT WITH COMMON TERMS
If there is any conflict between the provisions of the Common Terms and
the provisions of this Agreement, the provisions of this Agreement shall
prevail, save for where any provision of this Agreement relates to VAT,
in which case the relevant provision of the Common Terms shall prevail.
1.6 GOVERNING LAW AND JURISDICTION
This Agreement and all matters arising from or connected with it shall
be governed by English law in accordance with Paragraph 26 (Governing
Law) of the Common Terms.
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Paragraph 27 (Jurisdiction) of the Common Terms applies to this
Agreement as if set out in full in this Agreement.
1.7 REPRESENTATIONS, WARRANTIES AND COVENANTS
The Issuer gives the representations, warranties and covenants on the
terms set out in Schedule 4 (Issuers' Representations and Warranties)
and Schedule 5 (Issuer Covenants) of the Arran Funding Master Framework
Agreement.
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SECTION B
APPOINTMENT OF AGENTS
2. APPOINTMENT OF THE AGENTS
2.1 APPOINTMENT
The Issuer (and the Note Trustee for the purposes of Clause 8.7 (Forms
of Proxy instructions) below) appoints on a several basis each Agent
acting through its Specified Office as its agent in relation to each
Series of Notes in respect of which it is named in the relevant Final
Terms for the purposes specified in this Agreement and in the Conditions
and all matters incidental thereto.
2.2 ACCEPTANCE OF APPOINTMENT BY PAYING AGENTS
Each of the Principal Paying Agent and the Paying Agent accepts its
appointment as agent of the Issuer (and the Note Trustee for the
purposes of Clause 7.7 (Agents to Act for Note Trustee) below) in
relation to the relevant Series of Notes and shall comply with the
provisions of this Agreement and the Conditions and all matters
incidental thereto.
2.3 ACCEPTANCE OF APPOINTMENT BY AGENT BANK
2.3.1 The Agent Bank accepts its appointment as agent of the Issuer
(and the Note Trustee for the purposes of Clause 7.7 (Agents to
Act for Note Trustee) below) in accordance with the provisions
of the Conditions and this Agreement and all matters incidental
thereto.
2.3.2 The Agent Bank agrees to comply with the provisions of Condition
6 (Interest) and this Agreement. In particular, the Agent Bank
shall:
(a) as soon as practicable after determining the rate of
interest applicable to a Series of Notes for any period
pursuant to the Conditions, notify the Issuer, the
Paying Agents, the Jersey Account Bank Operator and the
Note Trustee thereof;
(b) publish the rate of interest, interest amount and
relative interest payment date in accordance with
Condition 6 (Interest); and
(c) maintain records of the quotations obtained, and all
rates determined, by it and make such records available
for inspection at all reasonable times by the Issuer,
the other Agents, the Jersey Account Bank Operator and
the Note Trustee.
2.3.3 The Principal Paying Agent acknowledges and agrees that it shall
be named in the relevant Final Terms as Agent Bank in respect of
each Series unless the Dealer (or one of the Dealers) through
whom such Notes are issued has agreed with the Issuer to act as
Agent Bank or the Issuer otherwise agrees to appoint another
institution as Agent Bank by execution of a letter of
appointment in substantially the form of Schedule 3 (Form of
Agent Bank Appointment Letter) attached hereto.
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2.4 ACCEPTANCE OF APPOINTMENT BY REGISTRAR
The Registrar accepts its appointment as agent of the Issuer (and the
Note Trustee for the purposes of Clause 7.7 (Agents to Act for Note
Trustee) below) for the purpose, inter alia, of establishing and
maintaining the Register, all in accordance with the provisions of the
Conditions and this Agreement and all matters incidental thereto.
2.5 TRANSFER AGENT
The Transfer Agent accepts its appointment as agent of the Issuer (and
the Note Trustee for the purposes of Clause 7.7 (Agents to Act for Note
Trustee) below) for the purpose of enabling certain transfers in
connection with any Individual Note Certificates issued by the Issuer in
relation to a Series, in accordance with the provisions of the
Conditions and this Agreement and all matters incidental thereto.
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SECTION C
THE NOTES
3. THE NOTES
3.1 GLOBAL NOTE CERTIFICATES
Each Global Note Certificate shall:
3.1.1 be in substantially the form set out in the Schedule 2 Part A
(Form of Global Note Certificate) of the Arran Funding Note
Trust Deed in respect of each Class of each Series; and
3.1.2 be executed manually or in facsimile by or on behalf of the
Issuer and authenticated manually by or on behalf of the
Registrar upon receipt of written instruction from the Issuer.
3.2 INDIVIDUAL NOTE CERTIFICATES
Each Individual Note Certificate shall:
3.2.1 be in substantially the form set out in the Schedule 2 Part B
(Form of Individual Note Certificate) of the Arran Funding Note
Trust Deed in respect of each Class of each Series of Individual
Note Certificate; and
3.2.2 be security printed in accordance with all applicable legal and
stock exchange requirements if any;
3.2.3 have a unique certificate number printed thereon;
3.2.4 be executed manually or in facsimile by two Directors of the
Issuer and authenticated by or on behalf of an authorised
signatory of the Registrar; and
3.2.5 otherwise be in accordance with the customary practice of the
international Eurobond market.
3.3 SIGNATURES
Any signature on a Note Certificate on behalf of the Issuer shall be
that of a person who at the date of printing of the Note Certificates is
a Director of the Issuer notwithstanding that at the time of issue of
any of the Note Certificates he may have ceased for any reason to be the
holder of such office.
3.4 AVAILABILITY
3.4.1 GLOBAL NOTE CERTIFICATES
The Global Note Certificates shall, if denominated in US$, be
deposited with and registered in the name of Cede & Co., a
nominee for a depository of the DTC, or, in all other cases be
deposited with and registered in the name of a nominee for a
common depositary of Euroclear and Clearstream, Luxembourg.
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3.4.2 INDIVIDUAL NOTE CERTIFICATES
If the Issuer is required to deliver Individual Note
Certificates pursuant to the terms of the Global Note
Certificates of a particular Class, the Issuer shall arrange for
such Individual Note Certificates of such Class to be made
available to or to the order of the Registrar by the later of
the expiry of 30 days after the date hereof and the date falling
25 days after the occurrence of the relevant event as set out in
the Arran Funding Note Trust Deed. Such Individual Note
Certificates will be in registered form each in an Authorised
Denomination. The Individual Note Certificates will be held to
the Issuer's order pending delivery. The Issuer shall also
arrange, on request, for such Individual Note Certificates as
are required to enable the Registrar to perform its obligations
under this Clause 3 (The Notes) to be made available to or to
the order of the Registrar from time to time.
3.5 LISTING OF NOTES
Notes of any Series, on issue, may be listed on a stock exchange in
accordance with the relevant Final Terms /Arran Funding Note Trust Deed
Supplement and/or be part of a Series registered with the SEC in
accordance with the relevant Final Terms /Arran Funding Note Trust Deed
Supplement. The Issuer will advise the Agent Bank, if such listing or
registration is withdrawn or if the Notes become listed on any other
stock exchange.
3.6 CALCULATIONS AND DETERMINATIONS OF AGENT BANK
The Agent Bank shall in respect of each Series in relation to which it
is appointed as such:
3.6.1 Determinations: obtain such quotes and rates and/or make such
determinations, calculations, adjustments, notifications and
publications as may be required to be made by it by the
Conditions at the times and otherwise in accordance with the
Conditions; and
3.6.2 Records: maintain a record of all quotations obtained by it and
of all amounts, rates and other items determined or calculated
by it and make such records available for inspection at all
reasonable times by the Issuer and the Paying Agents and the
Registrar.
3.7 AUTHORITY TO AUTHENTICATE
The Registrar or its designated agent is authorised and instructed by
the Issuer to authenticate such Note Certificates as may be required to
be authenticated hereunder by the signature of any of its officers or
any other person duly authorised for the purpose by the Registrar.
3.8 DUTIES OF THE REGISTRAR
It shall be a term of the appointment of the Registrar that the
Registrar or its designated agent shall:
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3.8.1 hold in safe custody all unauthenticated Note Certificates
delivered to it in accordance with sub-clause 3.4.2 (Individual
Note Certificates);
3.8.2 ensure that such Note Certificates are authenticated and
delivered only in accordance with the terms hereof, of the Arran
Funding Note Trust Deed and of the Conditions; and
3.8.3 establish and maintain the Register at its Specified Office in
accordance with Clause 4.1 (Maintenance of Register).
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SECTION D
TRANSFER OF NOTES
4. TRANSFERS OF NOTES
4.1 MAINTENANCE OF THE REGISTER
In the event that Individual Note Certificates are issued in accordance
with the Conditions, the Registrar shall maintain the Register in
relation to the Notes, which shall be kept at its Specified Office and
be made available by the Registrar to the Issuer, the Note Trustee and
the other Agents for inspection and for the taking of copies or extracts
therefrom at all reasonable times. The Register shall show the aggregate
principal amount, serial numbers and dates of issue of each Note
Certificate, the names and addresses of the initial holders thereof and
the dates of all transfers to, and the names and addresses of, all
subsequent holders thereof, all cancellations of Note Certificates and
all replacements of Note Certificates.
4.2 REGISTRATION OF TRANSFERS IN THE REGISTER
The Registrar shall receive requests for the transfer of Notes in
accordance with the Conditions and the Regulations (as defined below)
and shall make the necessary entries in the Register.
4.3 TRANSFER AGENTS TO RECEIVE REQUESTS FOR TRANSFERS OF NOTES
Each Transfer Agent appointed in respect of the relevant Series of Notes
shall receive requests for the transfer of Notes in accordance with the
Conditions and the Regulations (as defined below) and assist, if
required, in the issue of new Note Certificates to give effect to such
transfers and, in particular, upon any such request being duly made,
shall promptly notify the Registrar of:
4.3.1 the aggregate principal amount of the Notes in definitive form
to be transferred;
4.3.2 the name(s) and addresses to be entered on the Register of the
holder(s) of the new Note Certificates to be issued in order to
give effect to such transfer; and
4.3.3 the place and manner of delivery of the new Note Certificates to
be delivered in respect of such transfer,
and shall forward the Note Certificates relating to the Notes to be
transferred (with the relevant form(s) of transfer duly completed) to
the Registrar with such notification.
5. REPLACEMENT NOTE CERTIFICATES
5.1 DELIVERY OF REPLACEMENTS
The Registrar shall, upon and in accordance with the instructions of the
Issuer (which instructions may, without limitation, include such terms
as to the payment of expenses and as to evidence, security and indemnity
as the Issuer, the Principal Paying Agent and the Registrar may
reasonably require), complete, authenticate and deliver a Note
Certificate as a replacement for any Note Certificate which has been
mutilated or defaced or which is alleged to have been destroyed, stolen
or lost; provided, however, the
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Registrar shall not deliver any Note Certificate as a replacement for
any Note Certificate which has been mutilated or defaced otherwise than
against surrender of the same.
5.2 REPLACEMENTS TO BE NUMBERED
Each replacement Note Certificate delivered hereunder shall bear a
unique serial number.
5.3 CANCELLATION AND DESTRUCTION
The Registrar shall cancel and destroy each mutilated or defaced Note
Certificate surrendered to it and in respect of which a replacement has
been delivered.
5.4 NOTIFICATION
The Registrar shall notify the Issuer of the delivery by it in
accordance herewith of any replacement Note Certificate, specifying the
serial number thereof and the serial number (if any and if known) of the
Note Certificate which it replaces and confirming (if such be the case)
that the Note Certificate which it replaces has been cancelled or
destroyed and the Registrar shall as promptly as is practicable, enter
such details in the Register.
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SECTION E
PAYMENTS
6. PAYMENTS TO THE PRINCIPAL PAYING AGENT
6.1 ISSUER TO PAY PRINCIPAL PAYING AGENT
In order to provide for the payment of interest and principal in respect
of each Class of Series of the Notes as the same becomes due and
payable, the Issuer shall pay to the Principal Paying Agent or otherwise
cause it to receive on or before the date on which such payment becomes
due, an amount which is equal to the amount of principal or interest
then falling due in respect of the relevant Notes on such date.
6.2 MANNER AND TIME OF PAYMENT
Each amount payable by the Issuer under Clause 6.1 (Issuer to Pay
Principal Paying Agent) shall be paid unconditionally by credit transfer
in the relevant currency of the Notes in same day/immediately available,
freely transferable, cleared funds not later than 10.00 a.m. (London
time) on the relevant day to such account with such bank as the
Principal Paying Agent has by notice to the Issuer and the Note Trustee
specified from time to time for the purpose. The Issuer shall, before
2.00 p.m. (London time) on the second Business Day before the due date
of each payment by it under Clause 6.1 (Issuer to Pay Principal Paying
Agent), notify the Principal Paying Agent by authenticated SWIFT message
(or such other method as shall be agreed) of its irrevocable payment
instructions to such bank through which such payment to the Principal
Paying Agent is to be made.
6.3 EXCLUSION OF LIENS AND INTEREST
The Agents shall not:
6.3.1 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;
6.3.2 be liable to any person for interest thereon; and
6.3.3 be obliged to hold any funds received by it hereunder in a
segregated account or accounts.
6.4 APPLICATION BY PRINCIPAL PAYING AGENT
The Principal Paying Agent shall apply (or direct or cause the
application of) each amount paid to it under this Clause 6 (Payment to
Principal Paying Agent) in accordance with Clause 7 (Payment to Note
Certificate Holders) in respect of the Note Certificates (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 and in particular Condition 11 (Prescriptions) in which
event it shall repay to the Issuer such portion of such amount as
relates to such payment by paying the same by credit transfer in to such
account with such bank as the Issuer has by notice to the Principal
Paying Agent specified for the purpose.
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6.5 FAILURE TO NOTIFY PAYMENT INSTRUCTIONS
If the Principal Paying Agent has not, by 4.30 p.m. (London Time) on the
second Business Day before the due date of any payment to it under
Clause 6.1 (Issuer to Pay Principal Paying Agent), received notification
of the relevant irrevocable payment instructions referred to in Clause
6.2 (Manner and Time of Payment) it shall forthwith notify the Paying
Agent, the Note Trustee and the Issuer. If the Principal Paying Agent
subsequently receives notification of such payment instructions, it
shall forthwith notify the Paying Agent, the Note Trustee and the
Issuer.
6.6 NOTIFICATION OF PARTIAL REDEMPTIONS
In the event there is to be any partial redemption of a Series of Notes
pursuant to Condition 7 (Redemption and Purchase) on any Interest
Payment Date, the Issuer shall give each of the Paying Agent and the
Principal Paying Agent four Business Days notice of the amount of the
Principal Amount Outstanding of each Note to be redeemed on such
Interest Payment Date.
7. PAYMENTS TO NOTE CERTIFICATE HOLDERS
7.1 PAYMENTS BY PAYING AGENTS
Each Paying Agent acting through its Specified Office shall make
payments of interest and principal in respect of the Notes in accordance
with the Conditions provided, however, that:
7.1.1 a Paying Agent shall not be obliged (but shall be entitled) to
make payments of interest or principal in respect of a Series of
Notes:
(a) if it has not received the full amount of any payment
due to it in respect of such Series under Clause 6.1
(Issuer to Pay Principal Paying Agent); or
(b) if the Principal Paying Agent has given notice in
accordance with Clause 6.5 (Failure to Notify Payment
Instructions) that the relevant irrevocable payment
instructions have not been received, unless it has
subsequently received such payment instructions;
7.1.2 each Paying Agent shall cancel each Note Certificate against
surrender of which it has made full payment and shall, if
necessary, deliver each Note Certificate so cancelled by it to
or to the order of the Registrar; and
7.1.3 a Paying Agent shall notify the Note Trustee forthwith in the
event that it does not, on or before the due date for any
payment of principal or interest in respect of any of the Notes,
receive unconditionally the full amount in the relevant currency
of such Notes and/or there are not sufficient funds in such
currency available to the Paying Agent to discharge the amount
of the monies payable thereon in accordance with the Conditions
and/or the provisions of the Arran Funding Note Trust Deed on
such due date.
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7.2 PAYMENTS IN RESPECT OF NOTE CERTIFICATES
7.2.1 The Registrar will notify the Principal Paying Agent, not later
than five Business Days after each day that falls on the
fifteenth day before an Interest Payment Date ("RECORD DATE"),
whether any Noteholder has elected to receive payments by
transfer to a bank account and, if so, the relevant details of
such bank account. For those Noteholders who have chosen not to
receive payments by transfer to a bank account, the Registrar
will notify the Principal Paying Agent of the address of such
Noteholder appearing in the Register to which cheques should be
posted.
7.2.2 The Paying Agent shall make or shall procure payments of
interest and principal in respect of the Note Certificates in
accordance with the Conditions by mailing a cheque drawn in the
relevant currency of the Notes on a bank in New York, in the
case of a cheque drawn in US Dollars or in all other cases
London, respectively 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 their specified account
denominated in the relevant currency of the Note (as the case
may be).
7.3 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
(Payments by Paying Agents) in respect thereof, nor shall any commission
or expense be charged by it to any such person in respect thereof.
7.4 APPROPRIATION BY PRINCIPAL PAYING AGENT
If the Principal Paying Agent makes any payment in accordance with
Clause 7.1 (Payments by Paying Agents), it shall be entitled to
appropriate for its own account out of the funds received by it under
Clause 6.1 (Issuer to Pay Principal Paying Agent) an amount equal to the
amount so paid by it.
7.5 REIMBURSEMENT BY ISSUER
If the Principal Paying Agent makes a payment in respect of a Series
of/any Notes at a time at which the Principal Paying Agent has not
received the full amount of the relevant payment due to it from the
Issuer under Clause 6.1 (Issuer to Pay Principal Paying Agent), the
Issuer shall from time to time on demand pay to the Principal Paying
Agent:
7.5.1 the amount so paid out by the Principal Paying Agent and not
previously reimbursed to it; and
7.5.2 an amount sufficient to indemnify such Paying Agent against any
cost, loss or expense which it incurs as a result of making such
payment and not receiving reimbursement of such amount until the
date of reimbursement of such amount,
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provided, however, that any payment made under sub-clause 7.5.1 above
shall satisfy pro tanto the Issuer's obligations under Clause 6.1
(Issuer to Pay Principal Paying Agent).
7.6 PARTIAL PAYMENTS
If at any time and for any reason the Principal Paying Agent makes a
partial payment in respect of any Note the Registrar shall annotate the
Register with such details. In addition, if, on any due date for
payment, less than the full amount of any principal or interest is paid
in respect of a Series of/any Notes, the Registrar will note on the
Register a memorandum of the amount and date of any payment then made
and, if the Global Note Certificate or any Individual Note Certificate
is presented for payment in accordance with the Conditions and no
payment is then made, the date of presentation of the Global Note
Certificate or (as the case may be) such Individual Note Certificate.
7.7 AGENTS TO ACT FOR NOTE TRUSTEE
At any time after an Event of Default or Potential Event of Default in
respect of a Series of Notes shall have occurred, which shall not have
been waived by the Note Trustee or remedied to its satisfaction or at
any time after Individual Note Certificates have not been issued when so
required in accordance with the terms of the Arran Funding Note Trust
Deed or the Note Trustee shall have received any money which it proposes
to pay under the Arran Funding Note Trust Deed to the Noteholders or the
relevant Notes shall otherwise have become due and repayable:
7.7.1 the relevant Agent shall, if so required by notice in writing
given by the Note Trustee to the Issuer and the relevant
Agent(s):
(a) thereafter act as the relevant Agent, as the case may
be, of the Note Trustee in relation to their duties for
the Notes of that Series under the terms of the Arran
Funding Note Trust Deed and the relevant Arran Funding
Note Trust Deed Supplement on the terms mutatis mutandis
contained herein (save that the Note Trustee's liability
under any provisions herein contained for the
indemnification of any Agent shall be limited to the
amount for the time being held by the Note Trustee on
the trusts of the Arran Funding Note Trust Deed and the
relevant Arran Funding Note Trust Deed Supplement which
is available to be applied by the Note Trustee for such
purpose in relation to such Series) and thereafter hold
all Note Certificates and all sums, documents and
records held by them in their capacities as Agent or in
respect of the Notes of that Series on behalf of the
Note Trustee; and/or
(b) deliver up all Note Certificates and all sums, documents
and records held by them in respect of the Notes of that
Series to the Note Trustee or as the Note Trustee shall
direct in such notice,
PROVIDED THAT such notice shall be deemed not to apply to any
document or record which the relevant Agent is obliged not to
release by any applicable law or regulation.
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8. MISCELLANEOUS DUTIES OF THE AGENTS
8.1 MAINTENANCE OF RECORDS
Each of the Agents shall maintain records of all documents received by
it in connection with its duties hereunder and shall make such records
available for inspection at all reasonable times by the Issuer, the Note
Trustee and the other Agents and, in particular the Registrar shall (a)
maintain a record of all Note Certificates delivered hereunder and of
their redemption, payment, cancellation, mutilation, defacement, alleged
destruction, theft, loss and replacement; (b) make such records
available for inspection at all reasonable times by the Issuer, the Note
Trustee and the other Agents; and (c) give to the Note Trustee and the
other Agents such further information with regard to its activities
hereunder as may reasonably be required of them for the proper carrying
out of their respective duties.
8.2 CANCELLATION
The Issuer may from time to time deliver to, or to the order of, the
Registrar Note Certificates for cancellation whereupon the Registrar
shall cancel the same and shall make the corresponding entries in the
Register.
8.3 NOTES IN ISSUE
As soon as practicable (or in any event within three months) after each
date for the payment of principal or interest in relation to the Notes,
after each date on which Note Certificates are cancelled in accordance
with Clause 8.2 (Cancellation) and after the date on which the Notes
fall due for redemption in accordance with the Conditions, the Registrar
shall notify the Issuer, the other Paying Agents and the Note Trustee
(on the basis of the information available to it) of the number of any
Note Certificates against surrender of which payment in full has been
made and of the number of any Note Certificates (and the names and
addresses of the holders thereof) which have not yet been surrendered
for payment and the details of all Notes redeemed and cancelled.
8.4 FORWARDING OF COMMUNICATIONS
Each Paying Agent shall promptly forward to the Issuer, the Note Trustee
and if not received by the Principal Paying Agent, the Principal Paying
Agent a copy of any notice or communication addressed to the Issuer by
any Noteholder which is received by such Paying Agent. The Paying 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 Registrar shall, upon and in accordance with the instructions, and
at the expense, of the Issuer but not otherwise, arrange for the
publication in accordance with Condition 16 (Notices) of the Notes of
any notice which is to be given to the Noteholders and shall promptly
supply two copies thereof to the Note Trustee and a copy thereof to each
other Agent.
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8.6 DESTRUCTION
The Registrar may destroy each Note Certificate delivered to or
cancelled by it in accordance with Clause 10.2 (Extent of Duties), in
which case it shall promptly furnish the Issuer and the Note Trustee
with a certificate as to such destruction and specifying the reason for
such destruction and the certificate or serial numbers of the Note
Certificates so destroyed.
8.7 FORMS OF PROXY INSTRUCTIONS
The Registrar shall, at the request of any Noteholder in accordance with
the Arran Funding Note Trust Deed, make available uncompleted and
unexecuted forms of proxy in a form and manner which comply with the
provisions of Schedule 3 of the Arran Funding Note Trust Deed. The
Registrar shall keep a full record of completed and executed forms of
proxy received by it and will give to the Issuer, not less than
twenty-four hours before the time appointed for any Meeting or adjourned
Meeting, full particulars of all duly completed forms of proxy received
by it in respect of such Meeting or adjourned Meeting.
8.8 ADDITIONAL DUTIES
The Registrar shall carry out such other acts as may reasonably be
necessary to give effect to the relevant Conditions, this Agreement and
the Regulations. In carrying out its functions the Registrar shall act
in accordance with the terms of this Agreement, the Regulations and the
relevant Conditions.
8.9 REGULATIONS FOR THE DUTIES OF THE TRANSFER AGENTS AND THE REGISTRAR
The Issuer may, from time to time, with the approval of the Principal
Paying Agent, the Transfer Agent, the Registrar and the Note Trustee
(such approval in no case to be unreasonably withheld) promulgate
reasonable regulations concerning the carrying out of their respective
duties and the forms and evidence to be proved (the "REGULATIONS").
8.10 NOTIFICATION OF THE PRINCIPAL AMOUNT OUTSTANDING
The Registrar shall, on the third Business Day prior to each due date
for payment in respect of the Notes, notify the Principal Paying Agent
of the aggregate Principal Amount Outstanding of Notes evidenced by
Individual Note Certificates.
8.11 COPY DOCUMENTS AVAILABLE FOR INSPECTION
The Registrar shall make copies of this Agreement, the Arran Funding
Note Trust Deed, each Arran Funding Note Trust Deed Supplement and the
Regulations available for inspection at its Specified Office at all
reasonable times.
8.12 PROCEEDS HELD ON TRUST
Each Paying Agent shall hold in trust for the benefit of the relevant
Noteholders or the Note Trustee all money held by such Paying Agent for
the payment of principal or interest on any of the Notes.
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8.13 NOTICE OF DEFAULT
Each Paying Agent shall give the Note Trustee notice of any default by
the Issuer in the making of any payment of principal or interest on any
of the Notes.
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SECTION F
FEES AND EXPENSES
9. FEES AND EXPENSES
9.1 FEES
The Issuer shall pay to the Principal Paying Agent for its own account
and for the account of the Agents such fees on a Series-by-Series basis
as may have been agreed in writing between the Issuer and the relevant
Agent in respect of the services of the Agents hereunder (plus any
applicable value added tax).
9.2 FRONT-END EXPENSES
The Issuer shall after receipt of an account of such expenses reimburse
the Principal Paying Agent for its own account and for the account of
the Agents for all reasonable out-of-pocket expenses properly incurred
by them in the negotiation, preparation and execution of this Agreement
and for its own account for all reasonable out-of-pocket expenses
(including, without limitation, legal fees and any publication,
advertising, communication, courier, postage and other out-of-pocket
expenses) properly incurred in connection with its services hereunder
(plus any applicable value added tax). The Principal Paying Agent will
be responsible for distributing the remuneration of the Agents and the
relevant expenses of Agents and the Issuer shall not be responsible for
the apportionment of such payments between the Agents.
9.3 TAXES AND EXPENSES OCCASIONED BY DEFAULT
The 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 and shall indemnify each Agent against
any claim, demand, action, liability, damages, cost, loss or expense
(including, without limitation, legal fees and any applicable value
added tax) which it incurs as a result or arising out of or in relation
to any failure to pay or delay in paying any of the same.
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SECTION G
APPOINTMENT AND CHANGE IN AGENTS
10. TERMS OF APPOINTMENT
10.1 RIGHTS AND POWERS
Each Agent, or, in relation to sub-clauses 10.1.2 and 10.1.3, the Agent
Bank, may, in connection with its services hereunder:
10.1.1 except as ordered by a court of competent jurisdiction or as
required by law (whether or not the relevant Note shall be
overdue and notwithstanding any notice to the contrary or
writing shown thereon or any notice of previous loss or theft or
of trust or other interest therein) be entitled to treat the
person registered in the Register as the absolute owner of such
Note for all purposes and make payments thereon accordingly
PROVIDED THAT where the Registrar has notified the Issuer of the
presentation or surrender of any Note in accordance with
sub-clause 7.1.2, it shall not make payment thereon until so
instructed by the Issuer;
10.1.2 rely upon the terms of any notice, communication or other
document believed by it to be genuine;
10.1.3 engage, at the expense of the Issuer (pursuant to Clause 10.2
(Extent of Duties)), the advice or services of any lawyers or
other experts whose advice or services it considers necessary
and rely upon any advice so obtained (and such Agent shall be
protected and shall incur no liability as against the Issuer in
respect of any action taken, or suffered to be taken, in
accordance with such advice except to the extent that such
liability arises out of any breach of contract or trust, bad
faith, misconduct or negligence on the part of any such Agent or
its officers, directors or employees);
10.1.4 assume that the terms of each Note Certificate as issued are
correct;
10.1.5 refer any question relating to the ownership of any Note or the
adequacy or sufficiency of any evidence supplied in connection
with the replacement, transfer or exchange of any Note
Certificate to the Issuer for determination by the Issuer and
conclusively rely upon any determination so made; and
10.1.6 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, fraud or negligence on its part, accept a
certificate signed by any person duly authorised on behalf of
the Issuer as to any fact or matter prima facie within the
knowledge of the Issuer as sufficient evidence thereof.
10.2 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
Issuer or, to the extent provided for in the
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Conditions or in Clauses 6.1 (Issuer to pay Principal Paying Agent), the
Note Trustee, (ii) (except to the extent that such liability arises out
of any fraud, misconduct or negligence on the part of any such Agent or
its officers, directors or employees) be responsible for or liable in
respect of any act or omission of any other person including, without
limitation, any other Agent or (iii) be under any obligation towards any
person other than the Issuer, the other Agents and the Note Trustee.
10.3 FREEDOM TO TRANSACT
Each Agent may purchase, hold and dispose of a beneficial interest in a
Note and may enter into any transaction (including, without limitation,
any depository, trust or agency transaction) with any holders or owners
of any Notes or with any other party hereto in the same manner as if it
had not been appointed as the agent of the Issuer or the Note Trustee in
relation to the Notes.
10.4 INDEMNITY
The Issuer shall indemnify each Agent against any claim, demand, action,
liability, damages, cost, loss or expense (including, without
limitation, legal fees and any applicable value added tax) which it
incurs in respect of a particular Series, other than such costs and
expenses as are (i) separately agreed to be reimbursed out of the fees
payable under Clause 11 (Termination of Appointment); or (ii) incurred
by reason of the relevant Agent's own negligence, fraud or misconduct
(or that of its directors, officers or employees).
10.5 AGENT COMMITMENTS
No provisions of this Agreement shall require any Agent 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 and, in particular, no
Agent shall be obliged to incur any expenditure in connection with the
publication of any notices required to be given hereunder unless the
Issuer has given its prior approval.
11. TERMINATION OF APPOINTMENT
11.1 RESIGNATION
Any Agent may resign its appointment upon not less than 60 days' written
notice to the Issuer (with a copy to the Note Trustee and, in the case
of an Agent other than the Principal Paying Agent, to the Principal
Paying Agent) provided, however, that:
11.1.1 if such resignation would otherwise take effect less than 10
days before the maturity date of the Notes or any Interest
Payment Date in relation to the Notes, it shall not take effect
until the first day following such maturity date; and
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11.1.2 such resignation shall not take effect until a successor
(approved in writing by the Note Trustee) has been duly
appointed by the Issuer and notice of such appointment has been
given to the Noteholders.
11.2 REVOCATION
The Issuer may revoke its appointment of any Agent as its agent in
relation to the Notes by not less than 60 days' notice to such Agent
(with a copy to the Note Trustee and, in the case of an Agent other than
the Principal Paying Agent) provided, however, that in the case of the
Principal Paying Agent, the Agent Bank, the Registrar, the Transfer
Agent, the Paying Agent with its Specified Office in London or the only
remaining Paying Agent with its Specified Office outside the United
Kingdom, such revocation shall not take effect until a successor has
been duly appointed with the prior written consent of the Note Trustee
and notice of such appointment has been given to the Noteholders.
11.3 AUTOMATIC TERMINATION
The appointment of any Agent shall terminate forthwith if:
11.3.1 a secured party takes possession, or a receiver, manager or
other similar officer is appointed, of the whole or any part of
the undertaking, assets and revenues of such Agent;
11.3.2 such Agent admits in writing its insolvency or inability to pay
its debts as they fall due;
11.3.3 an administrator or liquidator or any similar official of such
Agent or the whole or any part of the undertaking, assets and
revenues of such Agent is appointed (or application for any such
appointment is made);
11.3.4 such Agent takes any action for a readjustment or deferment of
any of its obligations or makes a general assignment or an
arrangement or composition with or for the benefit of its
creditors or declares a moratorium in respect of any of its
indebtedness;
11.3.5 an order is made or an effective resolution is passed for the
winding up of such Agent; or
11.3.6 any event occurs which has an analogous effect to any of the
foregoing.
On the occurrence of any of the above the relevant Agent shall forthwith
notify the Issuer and the remaining Agents and the Issuer shall give
notice thereof to the Note Trustee and to the Noteholders in accordance
with Condition 12.
11.4 ADDITIONAL AND SUCCESSOR AGENTS
The Issuer may with the prior written approval of the Note Trustee
appoint additional or successor Paying Agents, a successor Agent Bank, a
successor Transfer Agent or a successor Registrar PROVIDED THAT such
additional or successor Paying Agent, Agent Bank, Transfer Agent or
Registrar shall execute and deliver to its predecessor (if any),
- 22 -
the Issuer, the Note Trustee and (unless its predecessor is the
Principal Paying Agent) the Principal Paying Agent an instrument
accepting appointment on the terms and conditions of this Agreement and
the Issuer shall forthwith give notice of any such appointment to the
continuing Agents and the Noteholders, whereupon the Issuer, the
continuing Agents and the additional or successor agent shall acquire
and become subject to the same rights and obligations between themselves
as if they then entered into an agreement in the form mutatis mutandis
of this Agreement.
11.5 AGENT MAY APPOINT SUCCESSOR
If any Agent gives notice of its resignation in accordance with Clause
11.1 (Resignation) and by the tenth day before the expiration of such
notice a successor has not been duly appointed, such Agent may itself,
following such consultation with the Issuer as is practicable in the
circumstances and with the prior written approval of the Issuer
(provided such failure to appoint was not due to default by the Issuer)
and the Note Trustee, appoint as its successor any reputable and
experienced bank or financial institution and give notice of such
appointment to the Issuer, the remaining Agents and the Noteholders.
Such successor shall execute and deliver to the relevant Agent, the
Issuer, the Note Trustee and (unless the relevant Agent is the Principal
Paying Agent) the Principal Paying Agent an instrument accepting
appointment on the terms and conditions of this Agreement whereupon the
Issuer, the remaining Agents and such successor agent 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.
11.6 RESIGNATION AND REVOCATION
Upon any resignation or revocation taking effect under Clause 11.1
(Resignation) or 11.2 (Revocation) or any termination under Clause 11.3
(Automatic Termination), the relevant Agent shall:
11.6.1 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 9.3 (Taxes and Expenses Occasioned by
Default), 10 (Terms of Appointment) and 11 (Termination of
Appointment) );
11.6.2 repay to the Issuer following any resignation taking effect
under Clause 11.1 (Resignation) or any termination under Clause
11.3 (Automatic Termination), such part of any fee paid to it in
accordance with Clause 11.1 as shall relate to any period
thereafter;
11.6.3 in the case of the Registrar, the Principal Paying Agent or the
Agent Bank, deliver to the Issuer and to its successor a copy,
certified as true and up-to-date by an officer of the Registrar,
the Principal Paying Agent or (as the case may be) the Agent
Bank, of the records maintained by it in accordance with Clause
8.1 (Maintenance of Records) and in the case of the Registrar
Clause 4.1 (Maintenance of the Register) ; and
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11.6.4 forthwith (upon payment to it of any amount due to it in
accordance with Clause 9 (Fees and Expenses) or Clause 10.4
(Indemnity)) transfer all monies and papers (including any
unissued Individual Note Certificates held by it hereunder) to
its successor in that capacity and, upon appropriate notice,
provide reasonable assistance to its successor for the discharge
by it of its duties and responsibilities hereunder.
11.7 MERGER
Any legal entity into which any Agent is merged or converted or any
legal entity resulting from any merger or conversion to which such Agent
is a party shall, to the extent permitted by applicable law, be the
successor to such Agent without any further formality, whereupon the
Issuer, the Note Trustee, the other Agents and such successor shall
acquire and become subject to the same rights and obligations between
themselves as if they had entered into an agreement in the form mutatis
mutandis of this Agreement. Notice of any such merger or conversion
shall forthwith be given by such successor to the Issuer, the Note
Trustee and the other Agents.
11.8 INDEMNIFICATION
Each Agent shall severally indemnify the Issuer against any loss,
liability, cost, claim, action, demand or expense (including, but not
limited, all reasonable costs, charges and expenses paid or incurred in
disputing or defending any of the foregoing) that the Issuer may incur
or that may be made against it as a result of such Agent's negligence,
bad faith or wilful default or that of its officers, employees or
agents.
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SECTION H
MISCELLANEOUS
12. 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.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
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SCHEDULE 1
SPECIFIED OFFICES OF THE AGENTS
THE PRINCIPAL PAYING AGENT, TRANSFER AGENT AND AGENT BANK
The Bank of New York
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇/6399
Attention: Corporate Trust, Global Structured Finance
THE REGISTRAR
The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Corporate Trust (21W)
THE PAYING AGENT AND NOTE TRUSTEE
The Bank of New York
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Corporate Trust (21W)
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SCHEDULE 2
NOTICE OF APPOINTMENT OF AGENT
[On Letterhead of the Issuer]
[Name Agent (each as the case may be)]
[Address]
[Date]
Dear Sirs
ARRAN FUNDING MEDIUM TERM NOTE PROGRAMME
We refer to the Agency Agreement dated [*] 2005 entered into in respect of the
above Programme (such agreement, as modified or amended from time to time, the
"AGENCY AGREEMENT") between, amongst others, ourselves as Issuer and Bank of
New York as Principal Paying Agent.
Words and expressions defined in the Agency Agreement shall have the same
meanings when used herein.
We hereby confirm in accordance with Clause 2 of the Agency Agreement your
appointment as [specify capacity] in relation to [specify relevant Series of
Notes] upon the terms of the Agency Agreement for the purposes specified in the
Agency Agreement and in the Conditions and all matters incidental thereto. All
provisions of the Agency Agreement apply to you as if you were an original
signatory of the Agency Agreement.
Please complete and return to us the copy of this letter duly signed by an
authorised signatory confirming your acceptance of this appointment and your
agreement to be bound by its terms.
This letter is governed by and shall be construed in accordance with English
law.
Yours faithfully,
ARRAN FUNDING LIMITED
Acknowledged and agreed by:
.............................
[ ]
- 27 -
SCHEDULE 3
FORM OF AGENT BANK APPOINTMENT LETTER
[ON LETTERHEAD OF THE ISSUER REFLECTING JERSEY ADDRESS]
[Date]
[Name of Agent Bank]
[Address]
Dear Sirs,
ARRAN FUNDING LIMITED
ARRAN MEDIUM TERM NOTE PROGRAMME
We refer to the agency agreement dated [*] 2005 entered into in respect of the
above Arran medium term note programme (as amended or supplemented from time to
time, the "AGENCY AGREEMENT") between ourselves as Issuer, The Bank of New York
as Principal Paying Agent and Agent Bank, The Bank of New York, London Branch
as Paying Agent and the Bank of New York, London Branch as Note Trustee, a copy
of which has been supplied to you by us.
All terms and expressions which have defined meanings in the Agency Agreement
shall have the same meanings when used herein.
EITHER
[We hereby appoint you as Agent Bank at your specified office detailed in the
Confirmation as our agent in relation to [specify relevant Series] (the
"NOTES") upon the terms of the Agency Agreement for the purposes specified in
the Agency Agreement and in the Conditions and all matters incidental thereto.]
OR
[We hereby appoint you as Agent Bank at your specified office detailed in the
Confirmation set out below as our agent in relation to each Series in respect
of which you are named as Agent Bank in the relevant Final Terms upon the terms
of the Agency Agreement and (in relation to each such Series) in the Conditions
and all matters incidental thereto.]
We hereby agree that, notwithstanding the provisions of the Agency Agreement or
the Conditions, your appointment as Agent Bank may only be revoked in
accordance with Clause 11.2 (Revocation) thereof if you have been negligent
in the exercise of your obligations thereunder or have failed to exercise or
perform your obligations thereunder.
Please complete and return to us the Confirmation on the copy of this letter
duly signed by an authorised signatory confirming your acceptance of this
appointment.
This letter is governed by, and shall be construed in accordance with, English
law and the provisions of clause 25 (Governing Law) and clause 26
(Jurisdiction) of the Arran Funding
- 28 -
Master Framework Agreement incorporated into the Agency Agreement shall apply
to this letter as if set out herein in full.
A person who is not a party to the agreement described in this letter has no
right under the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇ to enforce any
term of such agreement.
Yours faithfully
ARRAN FUNDING LIMITED
By:
FORM OF CONFIRMATION
EITHER
We hereby accept our appointment as Agent Bank of the Issuer in relation to the
Notes, and shall perform all matters expressed to be performed by the Agent
Bank in, and shall otherwise comply with, the Conditions and the provisions of
the Agency Agreement and, in connection therewith, shall take all such action
as may be incidental thereto.
OR
We hereby accept our appointment as Agent Bank of the Issuer in relation to
each Series in respect of which we are named as Agent Bank in the relevant
Final Terms, and shall perform all matters expressed to be performed by the
Agent Bank in, and shall otherwise comply with (in relation to each such
Series) the Conditions and the provisions of the Agency Agreement and, in
connection therewith, shall take all such action as may be incidental thereto.
For the purposes of [the Notes] [each such Series] and the Agency Agreement our
specified office and communication details are as follows:
Address: [*]
Fax: [*]
Attention: The Directors
[Agent Bank]
By:
Date:
- 29 -
EXECUTION PAGE
ARRAN FUNDING LIMITED
By:
THE BANK OF NEW YORK
By:
THE BANK OF NEW YORK, LONDON BRANCH
By:
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