Agency Agreement
PERPETUAL TRUSTEES CONSOLIDATED LIMITED
(Trustee)
CRUSADE MANAGEMENT LIMITED
(Manager)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Principal Paying Agent and US Paying Agent)
DEUTSCHE BANK AG, LONDON BRANCH
(Euro Paying Agent)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Note Trustee)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Calculation Agent)
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Class A-1 Note Registrar)
DEUTSCHE BANK LUXEMBOURG S.A.
(Class A-2 Note Registrar)
Crusade Global Trust No. 1 of 2007
Allens Arthur Robinson
Deutsche Bank Place
Corner Hunter and Phillip Streets
Sydney
NSW
2000
Tel
61 2 9230 4000
Fax
61 2 9230 5333
www.aar.com.au
(C) Copyright Allens Arthur Robinson 2007
Agency Agreement
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TABLE OF CONTENTS
1.
DEFINITIONS AND INTERPRETATION
3
1.1
Definitions
3
1.2
Definitions in Master Trust Deed, Supplementary
Terms Notice, Note Trust Deed and Conditions
3
1.3
Interpretation
4
1.4
Document or agreement
4
1.5
Transaction Document
4
1.6
Trustee as trustee
4
1.7
Note Trustee as note trustee
4
2.
APPOINTMENT OF PAYING AGENTS
5
3.
PAYMENT
5
3.1
Payment by Trustee
5
3.2
Confirmation
6
3.3
Payments by Paying Agents
6
3.4
Method of Payment - Book-Entry Notes
6
3.5
Method of payment - Definitive Notes
6
3.6
Late payment
6
3.7
Notice of non-receipt
7
3.8
Reimbursement
7
3.9
Method of payment
7
3.10
No fee
8
3.11
Trust
8
3.12
Forms and information
8
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4.
REPAYMENT
8
5.
APPOINTMENT OF THE CALCULATION AGENT
9
6.
DUTIES OF THE CALCULATION AGENT
9
7.
NOTE TRUSTEE
10
8.
EARLY REDEMPTION OF OFFSHORE NOTES
11
9.
PRO RATA REDEMPTION AND CANCELLATION OF NOTES
11
10.
CANCELLATION, DESTRUCTION AND RECORDS WHERE OFFSHORE
NOTES IN DEFINITIVE FORM HAVE BEEN ISSUED
13
11.
ISSUE OF REPLACEMENT DEFINITIVE NOTES WHERE DEFINITIVE
NOTES HAVE BEEN ISSUED
13
12.
NOTICES TO NOTEHOLDERS
14
13.
DOCUMENTS AND FORMS
15
14.
AUTHENTICATION
15
15.
INDEMNITY
15
16.
THE NOTE REGISTER
17
16.1
Appointment of Note Registrars
17
16.2
Details to be kept on the Note Register
17
16.3
Payments of Principal and Interest
18
16.4
Place of keeping Note Registers, copies and access
18
16.5
Details on Note Register conclusive
19
16.6
Alteration of details on Note Register
19
16.7
Rectification of Note Register
19
16.8
Correctness of Note Register
19
17.
CHANGES OF NOTE REGISTRAR
20
17.1
Removal
20
17.2
Resignation
20
17.3
Limitation
20
18.
GENERAL
20
18.1
Communications to Offshore Noteholders
20
18.2
Agency
21
18.3
Identity
21
18.4
No set-off
21
18.5
Reliance
21
18.6
Entitled to deal
22
18.7
Consultation
22
18.8
Duties
22
18.9
Income Tax Returns
22
18.10
Taxes
22
18.11
Written instructions
22
18.12
No representations
23
18.13
European Union Tax Directive
23
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18.14
Know your customer
23
19.
CHANGES IN PAYING AGENTS AND CALCULATION AGENT
23
19.1
Removal
23
19.2
Resignation
24
19.3
Limitation
24
19.4
Delivery of amounts
25
19.5
Successor to Paying Agents
25
19.6
Successor to Calculation Agent
26
19.7
Successor to Note Registrar
26
19.8
Notice to Offshore Noteholders
27
19.9
Change in Paying Office or Specified Office
27
20.
FEES AND EXPENSES
28
21.
WAIVERS, REMEDIES CUMULATIVE
29
22.
SEVERABILITY OF PROVISIONS
29
23.
ASSIGNMENTS
29
24.
NOTICES
30
24.1
General
30
24.2
Details
30
24.3
Communication through Principal Paying Agent
32
25.
LIMITED RECOURSE
32
25.1
General
32
25.2
Liability of Trustee limited to its right to indemnity
32
25.3
Unrestricted remedies
33
25.4
Restricted remedies
34
26.
COUNTERPARTS
34
27.
GOVERNING LAW
34
28.
SUCCESSOR TRUSTEE
34
29.
COMPLIANCE WITH REGULATION AB: OTHER "SERVICING
FUNCTION PARTICIPANTS"
34
29.1
Intent of the Parties, Reasonableness
34
29.2
Additional Representations and Warranties
of Each Servicing Function Participant
35
29.3
Information to be provided by Each Servicing
Function Participant
36
29.4
Report on Assessment of Compliance and Attestation
38
29.5
Use of Subservicers and Subcontractors
38
29.6
Indemnification; Remedies
39
30.
ANTI-MONEY LAUNDERING
42
SCHEDULE 1
46
Servicing Criteria To Be Addressed In Assessment Of Compliance
46
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DATE 13 March 2007
PARTIES
1.
PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841)
incorporated in Australia and registered in Victoria of Level 12
Angel
Place, 123 Pitt Street, Sydney, New South Wales 2000 in its
capacity
as trustee of the Crusade Global Trust No. 1 of 2007 (the TRUSTEE);
2.
CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in
Australia and registered in New South Wales of 4-16 Montgomery
Street,
Kogarah, New South Wales 2217, as Manager in relation to the
Crusade
Global Trust No. 1 of 2007 (the MANAGER);
3.
DEUTSCHE BANK TRUST COMPANY AMERICAS acting through its office at
1761
E. St. Andrew Place, Santa Ana, California, 92705 USA as principal
paying agent (the PRINCIPAL PAYING AGENT, which expression shall,
wherever the context requires, include any successor principal
paying
agent from time to time under this agreement); acting through that
office as US paying agent, (the US PAYING AGENT, and, except where
the
context otherwise requires, the Principal Paying Agent, the US
Paying
Agent, the Euro Paying Agent (as defined below) and any additional
paying agent or paying agents appointed under this agreement are
PAYING AGENTS and each of them is a PAYING AGENT); acting through
its
office at 648 Grassmere Park Road, Nashville, Tennessee, 37211-3658
USA as note registrar in relation to the Class A-1 Notes described
below (the CLASS A-1 NOTE REGISTRAR, which expression shall,
whenever
the context requires, include any successor note registrar from
time
to time under this agreement); and acting through its office at
1761
E. St. Andrew Place, Santa Ana, California, 92705 USA as trustee
for
the Offshore Noteholders (the NOTE TRUSTEE, which expression shall,
wherever the context requires, include any other trustee or
trustees
from time to time under the Note Trust Deed);
4.
DEUTSCHE BANK AG, LONDON BRANCH of Winchester House, 1 Great
Winchester Street, London EC2N 2DB, England, United Kingdom (the
EURO
PAYING AGENT) which expression shall, wherever the context
requires,
include any successor Euro paying agent from time to time under
this
agreement, and acting through that office as Euro paying agent;
5.
DEUTSCHE BANK LUXEMBOURG S.A. of 2 Boulevard Konrad Adenauer,
Luxembourg L-1115 (the CLASS A-2 NOTE REGISTRAR, which expression
shall, whenever the context requires, include any successor note
registrar from time to time under this agreement); and
6.
DEUTSCHE BANK TRUST COMPANY AMERICAS of 1761 E. St. Andrew Place,
Santa Ana, California, 92705 as calculation agent in relation to
the
Offshore Notes described below (the CALCULATION AGENT, which
expression shall, wherever the context requires, include any
successor
calculation agent from time to time).
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RECITALS
A
The Trustee proposes to issue US$1,450,000,000 of Class A-1
mortgage
backed pass through floating rate Notes (the CLASS A-1 NOTES),
(euro)600,000,000 of Class A-2 mortgage backed pass through
floating
rates Notes (the CLASS A-2 NOTES), and A$794,100,000 of mortgage
backed pass through floating rate Notes comprising A$700,000,000
Class
A-3 Notes, A$64,600,000 Class B Notes and A$29,500,000 Class C
Notes
(together the A$ NOTES) each with a Final Maturity Date falling in
April 2038.
B
The Offshore Notes will be represented initially by one or more
Class
A-1 Book-Entry Notes and one or more Class A-2 Book-Entry Notes
(the
BOOK-ENTRY NOTES).
C
The Offshore Notes, upon original issue, will be issued in the form
of
typewritten Book-Entry Notes representing the Book-Entry Notes. The
Trustee shall, on the date of this deed, deliver or arrange the
delivery on its behalf of the Book-Entry Notes to the relevant
Common
Depository, as agent for the relevant Clearing Agency. The
Book-Entry
Notes shall initially be registered on the relevant Note Register
in
the name of the relevant Common Depository, as nominee of the
relevant
Clearing Agency, and no Class A Note Owner will receive a
Definitive
Class A Note representing such Class A Note Owner's interest in
such
Offshore Note, except as provided in the Note Trust Deed.
D
The Offshore Notes will be constituted by the Note Trust Deed, the
Supplementary Terms Notice and the Master Trust Deed.
E
The Offshore Notes will be secured on the terms of the Security
Trust
Deed.
F
The Trustee wishes to appoint the Principal Paying Agent as
principal
paying agent in respect of the Offshore Notes only and has entered
into this agreement to provide for the terms and conditions of that
appointment.
G
The Trustee wishes to appoint the US Paying Agent as paying agent
in
respect of the Class A-1 Notes only and has entered into this
agreement to provide for the terms and conditions of that
appointment.
H
The Trustee wishes to appoint the Euro Paying Agent as paying agent
in
respect of the Class A-2 Notes only and has entered into this
agreement to provide for the terms and conditions of that
appointment.
I
The Trustee wishes to appoint the Calculation Agent as its
reference
agent in respect of the Offshore Notes only and has entered into
this
agreement to provide for the terms and conditions of that
appointment.
J
The Trustee wishes to appoint the Class A-1 Note Registrar in
respect
of the Class A-1 Notes only and the Class A-2 Note Registrar in
respect of the Class A-2 Notes only and has entered into this
agreement to provide for the terms and conditions of that
appointment.
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IT IS AGREED as follows.
1.
DEFINITIONS AND INTERPRETATION
1.1
DEFINITIONS
The following definitions apply unless the context requires
otherwise.
EU TAX DIRECTIVE means the European Union Council Directive
2003/48/EC on
the taxation of savings income which was adopted on 3 June 2003, or
any law
or regulation implementing or complying with, or introduced to
conform with
such directive.
MASTER TRUST DEED means the Master Trust Deed for the Crusade
Trusts dated
14 March 1998 between the Trustee as trustee, St.George Bank
Limited and
the Manager.
NOTE PARTY has the meaning given to that term in clause 18.2.
NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust
dated 5
March 2007 issued under the Master Trust Deed in relation to the
Trust.
OFFSHORE NOTES means each of the Class A-1 Notes and the Class A-2
Notes.
PAYING OFFICE means, in relation to a Paying Agent and any Offshore
Notes,
the office of the Paying Agent specified in the relevant Offshore
Notes or
otherwise under this agreement or the Note Trust Deed as the office
at
which payments in respect of the Offshore Notes will be made as
changed
from time to time in accordance with this agreement.
SPECIFIED OFFICE means, in relation to the Calculation Agent, the
office of
the Calculation Agent specified under this agreement as the office
at which
the Calculation Agent will carry out its duties under this
agreement, and
initially means its office at 1761 E. St. Andrew Place, Santa Ana,
California, 92705.
SUPPLEMENTARY TERMS NOTICE means the Supplementary Terms Notice
dated on or
about the date of this agreement relating to the Trust.
TRUST means the trust known as the Crusade Global Trust No. 1 of
2007
established under the Notice of Creation of Trust, the Master Trust
Deed
and the Supplementary Terms Notice.
1.2
DEFINITIONS IN MASTER TRUST DEED, SUPPLEMENTARY TERMS NOTICE, NOTE
TRUST
DEED AND CONDITIONS
(a)
Words and expressions which are defined in the Master Trust Deed
(as
amended by the Supplementary Terms Notice), the Supplementary Terms
Notice, the Note Trust Deed and the relevant Conditions (including
by
reference to another agreement) have the same meanings when used in
this agreement unless the context otherwise requires or unless
otherwise defined in this agreement.
(b)
If a definition in any of the documents in paragraph (a) above is
inconsistent, the definitions will prevail in the following order:
(i)
definition in this agreement;
(ii)
definition in the Supplementary Terms Notice;
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(iii) definition in the Master Trust Deed;
(iv)
definition in the Note Trust Deed;
(v)
definition in the relevant Conditions.
1.3
INTERPRETATION
Clause 1.2 of the Master Trust Deed applies to this agreement as if
set out
in full and:
(a)
a reference to an ASSET includes any real or personal, present or
future, tangible or intangible property or asset and any right,
interest, revenue or benefit in, under or derived from the property
or
asset;
(b)
a reference to an amount for which a person is CONTINGENTLY LIABLE
includes an amount which that person may become actually or
contingently liable to pay if a contingency occurs, whether or not
that liability will actually arise; and
(c)
all references to costs or charges or expenses include GST, any
value
added tax or similar tax charged or chargeable in respect of the
charge or expense.
1.4
DOCUMENT OR AGREEMENT
A reference to:
(a)
an AGREEMENT includes a Security Interest, guarantee, undertaking,
deed, agreement or legally enforceable arrangement whether or not
in
writing; and
(b)
a DOCUMENT includes an agreement (as so defined) in writing or a
certificate, notice, instrument or document.
A reference to a specific agreement or document includes it as
amended,
novated, supplemented or replaced from time to time, except to the
extent
prohibited by this agreement.
1.5
TRANSACTION DOCUMENT
This agreement is a TRANSACTION DOCUMENT for the purposes of the
Master
Trust Deed.
1.6
TRUSTEE AS TRUSTEE
(a)
In this agreement, except where provided to the contrary:
(i)
a reference to the Trustee is a reference to the Trustee in its
capacity as trustee of the Trust only, and in no other capacity;
and
(ii) a reference to the assets, business, property or undertaking
of
the Trustee is a reference to the assets, business, property or
undertaking of the Trustee only in the capacity described in
sub-paragraph (i) above.
(b)
The rights and obligations of the parties under this agreement
relate
only to the Trust, and do not relate to any other Trust (as defined
in
the Master Trust Deed).
1.7
NOTE TRUSTEE AS NOTE TRUSTEE
The Note Trustee enters into this agreement for itself and for and
as
trustee for and on behalf of the Offshore Noteholders from time to
time
under and subject to the terms of the Note Trust Deed.
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2.
APPOINTMENT OF PAYING AGENTS
(a)
Subject to the terms of this agreement, the Trustee (acting on the
direction of the Manager) appoints the Principal Paying Agent as
its
principal paying agent, the US Paying Agent as its paying agent in
the
United States of America, the Euro Paying Agent as its paying agent
in
Europe and each other Paying Agent as its paying agent, for making
payments in respect of the Offshore Notes in accordance with the
Transaction Documents and the relevant Conditions at their
respective
Paying Offices. Each Paying Agent accepts its appointment under
this
agreement.
(b)
Except in clause 19 and as the context otherwise requires,
references
to the Principal Paying Agent are to it acting solely through its
Paying Office.
(c)
If at any time there is more than one Paying Agent, the obligations
of
the Paying Agents under this agreement shall be several and not
joint.
It is acknowledged and agreed that:
(i)
subject to clause 7, each Paying Agent is the agent of the
Trustee in its capacity as trustee of the Trust only; and
(ii) despite anything else in this agreement, any other Transaction
Document or at law, the Trustee in its personal capacity is not
responsible for any act or omission of the Principal Paying Agent
or any other Paying Agent except to the extent of losses, costs,
claims or damages caused by the fraud, negligence or Default of
the Trustee.
3.
PAYMENT
3.1
PAYMENT BY TRUSTEE
(a)
The Trustee shall, with the assistance of and, at the direction of
the
Manager, not later than 10.00 am (New York time) on each Payment
Date,
pay to or to the order of, or procure payment to or to the order
of,
the Principal Paying Agent (including where relevant in clause 3.9)
the amount in US$ as may be required (after taking account of any
cash
then held by the Principal Paying Agent and available for the
purpose)
to be made on each Payment Date under the Supplementary Terms
Notice
in respect of the Class A-1 Notes and the relevant Conditions.
(b)
The Trustee shall, with the assistance of and at the direction of
the
Manager, not later than 10.00 am (London time) on each Payment
Date,
pay in same day freely transferable cleared funds to or to the
order
of, or procure payment to or to the order of, the Euro Paying Agent
(including where relevant in clause 3.9) the amount in Euros as may
be
required on the relevant day to such account at such bank as the
Euro
Paying Agent may from time to time specify to the Trustee for such
purpose at least 10 Business Days before the relevant Payment Date
(after taking account of any cash then held by the Euro Paying
Agent
and available for the purpose) to be made on that Payment Date
under
the Supplementary Terms Notice in respect of the Class A-2 Notes
and
the relevant Conditions.
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3.2
CONFIRMATION
Not later than 4.00 pm (Sydney time) on each Determination Date,
the
Manager on behalf of the Trustee shall notify, or procure
notification to,
the Principal Paying Agent, the Euro Paying Agent (in the case of
payments
in respect of the Class A-2 Notes) and the Note Trustee of the
amount of
interest or principal payable in respect of the Offshore Notes on
the
Payment Date following that Determination Date. The Trustee or if
required
by the Trustee, the Manager on its behalf shall also forward to the
Principal Paying Agent at that time confirmation that the payments
provided
for in clause 3.1 will be made unconditionally.
3.3
PAYMENTS BY PAYING AGENTS
Subject to payment being duly made as provided in clause 3.1 (or to
the
Principal Paying Agent or Euro Paying Agent, as the case may be,
otherwise
being satisfied that the payment will be duly made on the due
date), and
subject to clause 7, the Paying Agents shall pay or cause to be
paid on
behalf of the Trustee on each Payment Date the relevant amounts of
principal and interest due in respect of the applicable Offshore
Notes in
accordance with the Supplementary Terms Notice and the relevant
Conditions.
3.4
METHOD OF PAYMENT - BOOK-ENTRY NOTES
The Principal Paying Agent (in the case of Class A-1 Notes) and the
Euro
Paying Agent (in the case of Class A-2 Notes) shall cause all
payments of
principal or interest (as the case may be) due in respect of
Offshore Notes
represented by one or more Book-Entry Notes to be made to the
relevant
Common Depository for credit to the account of the persons
appearing from
time to time in the records of the relevant Common Depository as
account
holder with respect to that Book-Entry Note.
3.5
METHOD OF PAYMENT - DEFINITIVE NOTES
(a)
Payments of principal or interest on the Definitive Notes (if any)
shall be made in accordance with the relevant Conditions and the
Supplementary Terms Notice.
(b)
If a Definitive Note is issued and the amount of the principal or
interest (as the case may be) then due for payment on that Offshore
Note is not paid in full (including by reason of a deduction or
withholding), the Paying Agent to whom that Offshore Note is
presented
shall enface that Offshore Note with a memorandum of the amount
paid
and the date of that payment.
3.6
LATE PAYMENT
(a)
If any payment under clause 3.1 is made late but otherwise in
accordance with the provisions of this agreement, each Paying Agent
shall:
(i)
in the case of any payment in respect of the Class A-1 Notes made
on or prior to 1.00pm (New York time) on a Payment Date, make
payments required to be made by it in respect of the Class A-1
Notes as provided in this clause 3 (other than clause
3.6(a)(ii));
(ii) in the case of any payment in respect of the Class A-1 Notes
made
after 1.00pm (New York time) on a Payment Date, make payments
required to be made by it in
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respect of the Class A-1 Notes on the next Business Day
occurring after that Payment Date and otherwise as provided in
this clause 3;
(iii) in the case of any payment in respect of the Class A-2 Notes
received on or prior to 12.00 noon (London time) on a Payment
Date, make payments required to be made by it in respect of the
Class A-2 Notes as provided in this clause 3 (other than clause
3.6(a)(iv)); and
(iv)
in the case of any payment in respect of the Class A-2 Notes
received after 12.00 noon (London time) on a Payment Date, make
payments required to be made by it in respect of the Class A-2
Notes on the next Business Day occurring after that Payment Date
and otherwise as provided in this clause 3.
However, unless and until the full amount of any payment in respect
of
the Offshore Notes required to be made under the Transaction
Documents
has been made under clause 3.1 to or to the order of the relevant
Paying Agent, no Paying Agents shall be bound to make a payment
under
clause 3.
(b)
If the relevant Paying Agent has not received on a Payment Date the
full amount of principal and interest then payable on the
applicable
Offshore Note in accordance with the Supplementary Terms Notice and
the relevant Conditions, but receives the full amount later, it
shall:
(i)
forthwith upon full receipt notify the other Paying Agents (if
any), the Trustee, the Note Trustee, the Security Trustee and
the Manager; and
(ii)
as soon as practicable after such full receipt give due notice,
in accordance with the relevant Condition 12 (unless the Note
Trustee agrees otherwise), to the relevant Offshore Noteholders
that it has received the full amount.
3.7
NOTICE OF NON-RECEIPT
Each relevant Paying Agent shall immediately notify by facsimile
(if
appropriate) the other Paying Agents (if any), the Note Trustee,
the
Trustee, the Security Trustee, the Currency Swap Provider and the
Manager
if the full amount of any payment of principal or interest required
to be
made by the Supplementary Terms Notice and the relevant Conditions
in
respect of the Offshore Notes is not unconditionally received by it
or to
its order in accordance with this agreement.
3.8
REIMBURSEMENT
Each relevant Paying Agent shall (provided that it has been placed
in funds
by the Trustee) on demand promptly reimburse any other Paying
Agents (if
any) for payments of principal and interest properly made by that
other
Paying Agent in accordance with the Supplementary Terms Notice, the
relevant Conditions and this agreement. The Trustee shall not be
concerned
with the apportionment of any moneys between the Principal Paying
Agent and
the other Paying Agents (if any) and payment to the Principal
Paying Agent
of any moneys due to the Paying Agents shall operate as a good
discharge to
the Trustee in respect of such moneys.
3.9
METHOD OF PAYMENT
(a)
All sums payable by the Trustee to a Paying Agent under this
agreement
shall, unless otherwise provided by and subject to the relevant
Currency
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Swap, be paid by the Currency Swap Provider on behalf of the
Trustee
in US$ (in the case of the Class A-1 Notes or Class A-1
Noteholders)
or Euros (in the case of the Class A-2 Notes or Class A-2
Noteholders)
to such bank accounts as the relevant Paying Agent may from time to
time notify to the Trustee and the Note Trustee. Those sums shall
be
held in an account for payment to the relevant Offshore Noteholders
and:
(i)
failing that payment within the designated periods of
prescription specified in the relevant Condition 8; or
(ii)
upon the bankruptcy, insolvency, winding up or liquidation of
the relevant Paying Agent or on default being made by the
relevant Paying Agent in the payment of any amounts in respect
of principal or interest in accordance with this agreement,
for repayment to the Trustee (subject to clause 4). On repayment in
accordance with clause 4 to the Trustee, all liabilities of the
relevant Paying Agent with respect to those moneys shall cease.
Each
relevant Paying Agent shall, promptly after each Payment Date,
confirm
to the Trustee, in accordance with clause 24, that the relevant
Paying
Agent has paid the relevant amount to the relevant Common
Depository.
Each relevant Paying Agent will countersign and promptly return any
such confirmation requested by the Trustee.
(b)
Subject to the terms of this agreement, each relevant Paying Agent
shall be entitled to deal with moneys paid to it under this
agreement
in the same manner as other moneys paid to it as a banker by its
customers. Each relevant Paying Agent shall be entitled to retain
for
its own account any interest earned on the sums from time to time
credited to the account referred to in paragraph (a) and it need
not
segregate such sums from other amounts held by it, except as
required
by law.
3.10 NO FEE
Subject to clause 20, no Paying Agent will charge any commission or
fee in
relation to any payment under this agreement to the person
receiving or
entitled to receive the payment or make the exchange.
3.11 TRUST
Each Paying Agent shall hold on trust for the Note Trustee and the
relevant
Offshore Noteholders all sums held by it for the payment of
principal and
interest with respect to the relevant Offshore Notes until all
relevant
sums are paid to the Note Trustee or the relevant Offshore
Noteholders or
otherwise disposed of in accordance with the Note Trust Deed.
3.12 FORMS AND INFORMATION
The Manager shall provide each Paying Agent with any forms and such
other
information reasonably required by that Paying Agent in connection
with any
withholding Tax imposed on any payment under the Offshore Notes.
4.
REPAYMENT
(a)
Immediately on any entitlement to receive principal or interest
under
any Offshore Note becoming void under the relevant Conditions, each
relevant Paying Agent shall repay to the
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Trustee the amount which would have been due in respect of that
principal or interest if it had been paid before the entitlement
became void, together with any fees applicable to that payment or
entitlement (pro rata as to the amount and time) to the extent
already
paid under clause 20.
(b)
Despite paragraph (a), no Paying Agent shall be obliged to make any
repayment to the Trustee so long as any amounts which should have
been
paid to or to the order of that Paying Agent or, if applicable, the
Note Trustee by the Trustee remain unpaid.
5.
APPOINTMENT OF THE CALCULATION AGENT
(a)
The Trustee (acting on the direction of the Manager) appoints the
Calculation Agent as its reference agent in respect of the Offshore
Notes upon the terms and conditions set forth in this agreement and
the Calculation Agent accepts that appointment.
(b)
It is acknowledged and agreed that:
(i)
the Calculation Agent is the agent of the Trustee in its
capacity as trustee of the Trust only; and
(ii)
despite anything else in this agreement, any other Transaction
Document or at law, the Trustee in its personal capacity is not
responsible for any act or omission of the Calculation Agent
except to the extent of losses, costs, claims or damages caused
by the fraud, negligence or Default of the Trustee.
6.
DUTIES OF THE CALCULATION AGENT
(a)
The Calculation Agent shall, in relation to the Offshore Notes,
until
their final maturity or such earlier date on which the Offshore
Notes
are due and payable in full and in either case until the Trustee
has
paid all amounts in relation to the Offshore Notes to the relevant
Paying Agent or, if applicable, the Note Trustee:
(i)
perform such duties at its Specified Office as are set forth in
this agreement and in the relevant Conditions and any other
duties which are reasonably incidental at the request of the
Trustee, the Manager, the Note Trustee or any Paying Agent;
(ii)
determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR
(in respect of the Class A-2 Notes) for each Quarterly Interest
Period, and calculate the relevant Interest and Interest Rate on
the relevant Offshore Notes, in the manner set out in the
relevant Condition 4 and confirm with the Currency Swap Provider
(using the contact details notified by that Currency Swap
Provider to the Calculation Agent) that the LIBOR and EURIBOR
determined under this agreement is the same as the LIBOR and
EURIBOR determined by the Currency Swap Provider under the
relevant Currency Swap;
(iii) notify the Trustee, the Manager, the Note Trustee, the Paying
Agents, and the Currency Swap Provider by facsimile transmission
on or as soon as possible after the first day of each Quarterly
Interest Period for each such Class of Offshore Notes, of the
Interest Rates and the Interest so determined by it in relation
to that
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Quarterly Interest Period, specifying to those parties the rates
upon which they are based and (where relevant) the names of the
banks quoting those rates.
(b)
The Manager shall on behalf of the Trustee cause the Interest and
Interest Rates applicable to the relevant Offshore Notes for each
Quarterly Interest Period, together with the relevant Payment Date,
to
be published (subject to clause 20, at the expense of the Trustee)
in
accordance with the provisions of the relevant Conditions 4 and 12,
on
or as soon as possible after the commencement of the relevant
Quarterly Interest Period unless the Note Trustee otherwise agrees,
provided that the Trustee, the Calculation Agent and the Note
Trustee
shall co-operate with the Manager in order to effect that
publication.
(c)
The Interest, Interest Rate and relevant Payment Date published
under
paragraph (b) may subsequently be amended (or appropriate
alternative
arrangements made by way of adjustment) without notice to Offshore
Noteholders in the event of an amendment to the Quarterly Interest
Period.
(d)
If the Calculation Agent at any time and for any reason does not
determine the Interest Rate for or calculate the Interest payable
on
an Offshore Note, the Manager shall do so and each such
determination
or calculation shall be deemed to have been made by the Calculation
Agent. In doing so, the Manager shall apply the provisions of this
clause 6, with any necessary consequential amendments, to the
extent
that, in its opinion, it can do so, and, in all other respects it
shall do so in such a manner as it shall deem fair and reasonable
in
all the circumstances.
7.
NOTE TRUSTEE
(a)
At any time after:
(i)
an Event of Default has occurred in relation to an Offshore
Note; or
(ii)
Definitive Notes have not been issued when required in
accordance with the provisions of the Transaction Documents,
the Note Trustee may:
(iii) by notice in writing to the Trustee, the Manager, the
Calculation Agent, the Principal Paying Agent and the other
Paying Agents (if any) require the Principal Paying Agent, the
other Paying Agents and the Calculation Agent either:
(A)
to act as Principal Paying Agent, Paying Agent and
Calculation Agent, respectively, of the Note Trustee on the
terms of this agreement in relation to payments to be made
by or on behalf of the Trustee under the terms of the Note
Trust Deed, except that the Note Trustee's liability under
any provisions of this agreement for the indemnification of
the Calculation Agent and the Paying Agents shall be
limited to any amount for the time being held by the Note
Trustee on the trusts of the Note Trust Deed and which is
available to be applied by the Note Trustee for that
purpose; and
(B)
to hold all Definitive Notes and all amounts, documents and
records held by them in respect of the Offshore Notes on
behalf of the Note Trustee; or
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(C)
to deliver up all Definitive Notes, and all amounts,
documents and records held by them in respect of the
Offshore Notes, to the Note Trustee or as the Note Trustee
directs in that notice, other than any documents or records
which the Calculation Agent or Paying Agent (as the case
may be) is obliged not to release by any law or regulation;
and
(D)
by notice in writing to the Trustee require it to make (or
arrange to be made) all subsequent payments in respect of
the Offshore Notes to the order of the Note Trustee and not
to any Paying Agent and, with effect from the issue of that
notice to the Trustee and until that notice is withdrawn
clause 2.3 of the Note Trust Deed shall not apply.
A payment by the Trustee of its payment obligations on each Payment
Date under the Supplementary Terms Notice and the relevant
Conditions
to the Note Trustee in accordance with paragraph (a)(iii)(D) shall
be
a good discharge to the Note Trustee to the extent of such payment.
(b)
The Note Trustee shall promptly upon request give notice to the
Manager, the Trustee, the Security Trustee, the Calculation Agent
and
the Paying Agents of any change in the Authorised Signatories of
the
Note Trustee.
8.
EARLY REDEMPTION OF OFFSHORE NOTES
(a)
If the Trustee intends to redeem the Offshore Notes prior to their
Final Maturity Date pursuant to the relevant Condition 5 (which it
may
only do at the direction of the Manager), the Manager shall give
not
less than 5 days' prior written notice to the Principal Paying
Agent,
the Euro Paying Agent and the Note Trustee before giving the
requisite
period of notice to the Offshore Noteholders in accordance with the
relevant Condition 5 and stating the Payment Date on which such
Offshore Notes are to be redeemed.
(b)
Each relevant Paying Agent shall, on receipt of a notice under
paragraph (a):
(i)
notify the relevant Common Depository of the proposed
redemption, specifying:
(A)
the aggregate Invested Amount or Stated Amount (as the case
may be) of the relevant Offshore Notes to be redeemed;
(B)
the amount of principal to be repaid in relation to the
relevant Offshore Notes; and
(C)
the date on which the relevant Offshore Notes are to be
redeemed; and
(ii) promptly and in accordance with the relevant Conditions, on
behalf of and at the expense of the Trustee, publish the notices
required in connection with that redemption.
9.
PRO RATA REDEMPTION AND CANCELLATION OF NOTES
(a)
If the Trustee is required to redeem some (but not all) of the
Offshore Notes prior to their Final Maturity Date pursuant to the
relevant Condition 5 the Manager shall on each
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Determination Date give prior notice to the Calculation Agent, the
Principal Paying Agent, the Euro Paying Agent and the Note Trustee,
as
provided in the relevant Condition 5.
(b)
On receipt of a notice under paragraph (a), each relevant Paying
Agent
shall notify the relevant Common Depository of the proposed
redemption, specifying in each case the aggregate Invested Amount
of
the relevant Offshore Notes to be redeemed and the date on which
such
Offshore Notes are to be redeemed.
(c)
The Manager shall, on (or as soon as practicable after) each
Quarterly
Determination Date calculate:
(i)
the amount of principal to be repaid in respect of each Offshore
Note due on the Payment Date next following that Determination
Date;
(ii)
the Stated Amount and Invested Amount of each Offshore Note on
the first day of the next following Quarterly Interest Period
for the Offshore Notes (after deducting any principal due to be
made on the next Payment Date); and
(iii) the Class A Bond Factor on each Quarterly Determination Date
for
each Class of Offshore Note,
and shall forthwith notify or cause to be notified to the Trustee,
the
Calculation Agent, the Note Trustee, the Principal Paying Agent,
the
Euro Paying Agent and each Currency Swap Provider of each of those
determinations in accordance with the Supplementary Terms Notice.
On
receipt of that notice, the relevant Paying Agent shall give a copy
of
that notice to the relevant Common Depository.
(d)
The Manager will immediately cause details of each determination
under
paragraph (d) to be published in accordance with the relevant
Condition 12 at least one Business Day before the relevant Payment
Date.
(e)
If no principal is due to be repaid on the Offshore Notes on any
Payment Date, the Manager shall give notice or shall cause a notice
to
this effect to be given to the relevant Offshore Noteholders in
accordance with the relevant Condition 12.
(f)
If any Offshore Notes are redeemed in whole or in part in
accordance
with the Conditions and the Transaction Documents, the relevant
Paying
Agent will, if any Book-Entry Notes are still outstanding, cause
the
relevant Note Registrar to record all relevant details in the
relevant
Note Register. Each relevant Paying Agent shall as soon as
possible,
and in any event within three months after the date of any
redemption
or purchase, furnish to each of the Trustee and, if the relevant
Paying Agent is not also the Note Trustee, the Note Trustee a
certificate setting out the aggregate Invested Amount and Stated
Amount of Offshore Notes which have been redeemed or the aggregate
Invested Amount and Stated Amount of Offshore Notes which have been
purchased. If the Invested Amount of a Book-Entry Note is reduced
to
nil, the relevant Paying Agent shall destroy the relevant
Book-Entry
Note and issue a destruction certificate forthwith to the Note
Trustee
and shall send a copy of that certificate to the Trustee, the
Manager
and the Note Trustee.
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10.
CANCELLATION, DESTRUCTION AND RECORDS WHERE OFFSHORE NOTES IN
DEFINITIVE
FORM HAVE BEEN ISSUED
(a)
All Definitive Notes which are redeemed in their entirety (but not
partial redemptions of Definitive Notes in accordance with the
relevant Condition 5), shall be forthwith cancelled by perforation
by
the Paying Agent by or through which they are redeemed, paid or
exchanged. If that Paying Agent is not the Principal Paying Agent,
that Paying Agent shall promptly give all relevant details and
forward
the cancelled Definitive Notes to the Principal Paying Agent.
(b)
The Principal Paying Agent (in the case of Class A-1 Notes) or the
Euro Paying Agent (in the case of Class A-2 Notes) shall as soon as
possible, and in any event within 70 days after the date of any
redemption, presentation or payment of Definitive Notes, furnish to
each of the Trustee, the Manager and the Note Trustee a certificate
stating:
(i)
the aggregate Invested Amount of Definitive Notes which have
been redeemed in full or, as the case may require, the aggregate
amounts of principal and interest paid in respect of the
Book-Entry Notes;
(ii)
the serial numbers of those Definitive Notes; and
(iii) the aggregate Invested Amounts of Definitive Notes which have
been surrendered and replaced and the serial numbers of those
Definitive Notes.
(c)
Unless otherwise previously instructed by the Trustee or the
Manager,
the relevant Paying Agent shall destroy any cancelled Definitive
Notes
in its possession and furnish each of the Trustee, the Manager and
the
Note Trustee with a destruction certificate which lists the Class
and
serial numbers of those Definitive Notes in numerical sequence.
(d)
Each Relevant Paying Agent shall:
(i)
keep a full and complete record of:
(A)
all Definitive Notes issued;
(B)
the redemption, purchase, cancellation, payment, exchange,
surrender for replacement or destruction of the Definitive
Notes; and
(C)
all replacement Definitive Notes issued in substitution for
lost, stolen, mutilated, defaced or destroyed Definitive
Notes; and
(ii)
make those records available at all reasonable times to the
Trustee, the Manager and the Note Trustee.
11.
ISSUE OF REPLACEMENT DEFINITIVE NOTES WHERE DEFINITIVE NOTES HAVE
BEEN
ISSUED
(a)
The Manager shall, where Definitive Notes have been issued, cause a
sufficient quantity of additional Definitive Notes to be made
available, upon request by a relevant Paying Agent, for the purpose
of
issuing replacement Definitive Notes as provided below.
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(b)
Each relevant Paying Agent shall, subject to and in accordance with
the Conditions, the Transaction Documents and this clause, issue
any
replacement Definitive Notes, in place of Definitive Notes which
have
been lost, stolen, mutilated, defaced or destroyed.
(c)
No relevant Paying Agent shall issue any replacement Definitive
Note
unless and until the relevant applicant has:
(i)
paid all costs (including the fees and costs of that Paying
Agent and of any other Paying Agent through which the
replacement Definitive Note is issued) as may be incurred in
connection with that replacement;
(ii)
in the case of a lost, stolen, defaced or destroyed Definitive
Note, furnished that Paying Agent with any evidence (including
evidence as to the Class and serial number of the Definitive
Note in question) and indemnity in respect of that loss, theft,
defacement or destructions as the Trustee or the Manager and
that Paying Agent may reasonably require; and
(iii) in the case of a mutilated or defaced Definitive Note,
surrendered to that Paying Agent the mutilated or defaced
Definitive Note which is to be replaced.
(d)
Each relevant Paying Agent shall cancel any mutilated or defaced
Definitive Note replaced under this clause and shall furnish the
Trustee, the Manager and the Note Trustee, on the first day of each
month, with a certificate stating the Class and serial numbers of
Definitive Notes cancelled during that month. Unless otherwise
previously instructed by the Trustee or the Manager, the relevant
Paying Agent shall destroy any cancelled Definitive Notes and
furnish
the Trustee, the Manager and the Note Trustee with a destruction
certificate containing the information specified in clause 10(b).
(e)
Each relevant Paying Agent shall, on issuing any replacement
Definitive Note, forthwith inform each of the other Paying Agents,
the
Trustee, the Manager and the Note Trustee of the Invested Amount
and
the Class and serial number of that replacement Definitive Note
issued
and the Class and serial number of the Definitive Note in place of
which the replacement Definitive Note has been issued.
(f)
Whenever any Definitive Note which is alleged to have been lost,
stolen or destroyed (and in replacement for which a new Definitive
Note has been issued) is presented to any Paying Agent for payment,
the Paying Agent to which that Definitive Note is presented shall
immediately notify the Trustee, the Manager, the Note Trustee and
(if
presentation is not made to the Principal Paying Agent) the
Principal
Paying Agent. The Principal Paying Agent shall, on receipt of that
notice or (as the case may be) on presentation of the Definitive
Note
to it and after consultation with the Trustee, take appropriate
steps
(subject to being indemnified to its reasonable satisfaction as to
cost) to recover the amount covered by the indemnity with respect
to
the allegedly lost, stolen or destroyed Definitive Note. The
Principal
Paying Agent shall account to the Trustee for any amount so
collected.
12.
NOTICES TO NOTEHOLDERS
(a)
At the request and expense of the Trustee, the Principal Paying
Agent
(in the case of Class A-1 Notes) or the Euro Paying Agent (in the
case
of the Class A-2 Notes) shall arrange for
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the publication of all notices to Offshore Noteholders in
accordance
with the relevant Conditions.
(b)
Each relevant Paying Agent shall promptly send to the Note Trustee
one
copy of the final form of every notice given to Offshore
Noteholders
in accordance with the relevant Conditions.
13.
DOCUMENTS AND FORMS
(a)
The Manager shall provide to the Principal Paying Agent for
distribution to each Paying Agent:
(i)
sufficient copies of all documents required by the relevant
Conditions, the Base Prospectus and the Prospectus Supplement in
relation to the Class A-1 Notes, the Offering Circular in
relation to the Class A-2 Notes or the Note Trust Deed to be
available to the relevant Offshore Noteholders for issue or
inspection (including the Note Trust Deed, the Master Trust Deed
and the Supplementary Terms Notice);
(ii)
in the event of a meeting of Offshore Noteholders being called,
forms of voting certificates and block voting instructions,
together with instructions from the Trustee (those instructions
having previously been approved by the Note Trustee) as to the
manner of completing, dealing with and recording the issue of
such forms; and
(iii) if Definitive Notes are issued, specimens of those Definitive
Notes.
(b)
The Manager and the Trustee shall provide to the Calculation Agent
such documents as the Calculation Agent may reasonably require from
the Manager or the Trustee (and in the case of the Trustee only
those
documents that are in the Trustee's possession or power) in order
for
the Calculation Agent properly to fulfil its duties in respect of
the
Offshore Notes.
14.
AUTHENTICATION
The Principal Paying Agent (in the case of Class A-1 Notes) and the
Euro
Paying Agent (in the case of Class A-2 Notes) upon written
direction of the
Manager shall authenticate or cause to be authenticated the
Book-Entry
Notes and (if required) the Definitive Notes (whether on initial
issue or
on replacement). A Paying Agent shall not be required to
authenticate or
cause to be authenticated any Book-Entry Notes or Definitive Notes
unless
directed to do so in writing by the Manager, or the Trustee at the
direction of the Manager.
15.
INDEMNITY
(a)
Subject to paragraph (b) and clause 25, the Trustee shall indemnify
each Paying Agent, each Note Registrar and the Calculation Agent,
against any loss, damages, proceeding, liability, cost, claim,
action,
demand or expense (in this clause 15, each, an EXPENSE) which that
Paying Agent, that Note Registrar or the Calculation Agent, as the
case may be, may incur or which may be made against that Paying
Agent,
that Note Registrar or the Calculation Agent (as the case may be),
as
a result of or in connection with that Paying
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Agent's, that Note Registrar's or the Calculation Agent's, as the
case
may be, appointment or the exercise of that Paying Agent's, that
Note
Registrar's or the Calculation Agent's, as the case may be, powers
and
performance of the Paying Agent's, that Note Registrar's or the
Calculation Agent's, as the case may be, duties under this
agreement,
notwithstanding the resignation or removal of that Paying Agent,
that
Note Registrar or the Calculation Agent in accordance with clause
19
(including any liability in respect of payment of a cheque drawn by
that Paying Agent or the Calculation Agent (as the case may be)
where
the cheque is collected or sued upon or an attempt at collection is
made after the amount in respect of which it is paid has been
returned
to the Trustee under clause 4).
(b)
The indemnity in paragraph (a) applies to any Expense of a Paying
Agent, a Note Registrar or the Calculation Agent (as the case may
be)
only:
(i)
to the extent the Expense does not result from the breach by the
Paying Agent, the Note Registrar or the Calculation Agent (as the
case may be) of the terms of this agreement or which breach
arises out of the Paying Agent's, the Note Registrar's or the
Calculation Agent's (as the case may be) own fraud, wilful
default or negligence or that of its directors, officers or
employees or servants; and
(ii) if and whenever the Trustee or the Manager so requires, the
Paying Agent, the Note Registrar or the Calculation Agent (as the
case may be) takes any actions or proceedings under the control
and at the expense of the Trustee as the Trustee may reasonably
require to avoid, resist or compromise that Expense.
(c)
Subject to paragraph (d), each of the Calculation Agent, the Note
Registrars and the Paying Agents severally indemnifies the Trustee
and
the Manager against all losses, liabilities, costs, claims,
actions,
damages, expenses or demands which the Trustee or the Manager (as
the
case may be) may incur or which may be made against it as a result
of
a breach by the Calculation Agent, the Note Registrar or the Paying
Agent (as the case may be) of any term of this agreement or its own
fraud, wilful default or negligence or that of its directors,
officers, employees or servants including any failure to obtain and
maintain in existence any Authorisation required by it for the
assumption, exercise and performance of its powers and duties under
this agreement.
(d)
Notwithstanding any other provision in this agreement, each of the
Calculation Agent, the Note Registrars and the Paying Agents shall:
(i)
not be liable to indemnify the Trustee or the Manager (as the
case may be) for any loss caused by events beyond its reasonable
control including, any malfunction, interruption or error in the
transmission of information caused by any machine or systems or
interception of communication facilities, abnormal operating
conditions or acts of God; and
(ii) have no liability whatsoever for any consequential, special,
indirect or speculative loss or damages (including, but not
limited to, loss of profits, whether or not foreseeable) suffered
by the Trustee or the Manager in connection with the transactions
contemplated by and the relationship established by this
agreement even if the Calculation Agent, the relevant Note
Registrar or the relevant Paying Agent (as the case may be) has
been advised as to the possibility of the same.
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16.
THE NOTE REGISTER
16.1 APPOINTMENT OF NOTE REGISTRARS
(a)
The Trustee appoints Deutsche Bank Trust Company Americas to be the
initial Class A-1 Note Registrar. Deutsche Bank Trust Company
Americas
accepts that appointment.
(b)
The Trustee appoints Deutsche Bank Luxembourg S.A. to be the
initial
Class A-2 Note Registrar. Deutsche Bank Luxembourg S.A. accepts
that
appointment.
16.2 DETAILS TO BE KEPT ON THE NOTE REGISTER
The Class A-1 Note Registrar shall keep the Class A-1 Note
Register, and
the Class A-2 Note Registrar shall keep the Class A-2 Note
Register, in
each case with respect to the Trust in accordance with the terms of
this
agreement and the Note Trust Deed, on which shall be entered the
following
information relating to the Trust (to the extent such information
has been
provided to the Class A-1 Note Registrar or the Class A-2 Note
Registrar
(as the case may be) by the Manager or the Trustee):
(a)
(NAME) the name of the Trust;
(b)
(CREATION) the date of the creation of the Trust;
(c)
(ISSUE DATES) the Issue Dates for Class A-1 Notes (in the case of
the
Class A-1 Note Register) or Class A-2 Notes (in the case of the
Class
A-2 Note Register) issued in relation to the Trust;
(d)
(INITIAL INVESTED AMOUNT) the total Initial Invested Amount of
Class
A-1 Notes (in the case of the Class A-1 Note Register) or Class A-2
Notes (in the case of the Class A-2 Note Register) issued on each
such
Issue Date;
(e)
(INVESTED AMOUNT) the Invested Amount of each Class A-1 Note (in
the
case of the Class A-1 Note Register) or Class A-2 Note (in the case
of
the Class A-2 Note Register) from time to time;
(f)
(STATED AMOUNT) the Stated Amount of each Class A-1 Note (in the
case
of the Class A-1 Note Register) or Class A-2 Note (in the case of
the
Class A-2 Note Register) from time to time;
(g)
(SERIES) details of relevant Classes of Class A-1 Notes (in the
case
of the Class A-1 Note Register) or Class A-2 Notes (in the case of
the
Class A-2 Note Register);
(h)
(DETAILS OF NOTEHOLDERS) the name and address of each Class A-1
Noteholder (in the case of the Class A-1 Note Register) or Class
A-2
Noteholder (in the case of the Class A-2 Note Register);
(i)
(NUMBER OF NOTES) the number of Class A-1 Notes (in the case of the
Class A-1 Note Register) or Class A-2 Notes (in the case of the
Class
A-2 Note Register) held by each Class A-1 Noteholder (in the case
of
the Class A-1 Note Register) or Class A-2 Notes held by each Class
A-2
Noteholder (in the case of the Class A-2 Note Register);
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(j)
(DATE OF ENTRY) the date on which a person was entered as the
holder
of Class A-1 Notes (in the case of the Class A-1 Note Register) or
Class A-2 Notes (in the case of the Class A-2 Note Register);
(k)
(DATE OF CESSATION) the date on which a person ceased to be a Class
A-1 Noteholder (in the case of the Class A-1 Note Register) or
Class
A-2 Noteholder (in the case of the Class A-2 Note Register);
(l)
(ACCOUNT) the account to which any payments due to a Class A-1
Noteholder (in the case of the Class A-1 Note Register) or Class
A-2
Noteholder (in the case of the Class A-2 Note Register) are to be
made
(if applicable);
(m)
(PAYMENTS) a record of each payment in respect of the Class A-1
Notes
(in the case of the Class A-1 Note Register) or Class A-2 Notes (in
the case of the Class A-2 Note Register); and
(n)
(ADDITIONAL INFORMATION) such other information as:
(i)
is required by the Supplementary Terms Notice;
(ii)
the relevant Note Registrar considers necessary or desirable; or
(iii) the Manager or the Trustee reasonably requires in writing
with
respect to Class A-1 Notes (in the case of the Class A-1 Note
Register) or Class A-2 Notes (in the case of the Class A-2 Note
Register).
16.3 PAYMENTS OF PRINCIPAL AND INTEREST
(a)
Any payment of principal or interest on any Offshore Note shall be
endorsed by the relevant Note Registrar on the relevant Note
Register.
In the case of payments of principal, the Invested Amount of the
Offshore Notes shall be reduced for all purposes by the amount so
paid
and endorsed on the relevant Note Register. Any such record shall
be
prima facie evidence that the payment in question has been made.
(b)
If the amount of principal or interest (as the case may be) due for
payment on any Offshore Note is not paid in full (including
Carryover
Charge Offs and by reason of a deduction or withholding) the
relevant
Note Registrar shall endorse a record of that shortfall on the
relevant Note Register.
16.4 PLACE OF KEEPING NOTE REGISTERS, COPIES AND ACCESS
Each Note Register shall be:
(a)
(PLACE KEPT):
(i)
in the case of the Class A-1 Note Register, kept at the office of
the Class A-1 Note Registrar at 648 Grassmere Park Road,
Nashville, Tennessee 37211-3658 USA or at such place as the
Trustee, the Manager and the Class A-1 Note Registrar may agree;
and
(ii)
