CLAYTON UTZ
Medallion Trust Series 2007-1G
Agency Agreement
Perpetual Trustee Company Limited
ABN 42 000 001 007
Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946
The Bank of New York
The Bank of New York, London Branch
Deutsche International Corporate Services (Ireland) Limited
If you have any questions about the details of this document
PLEASE CONTACT BRIAN SALTER ON + 61 2 9353 4000
Clayton Utz
Lawyers
Levels 19-35 No. 1 O'Connell Street Sydney NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW 1215
T + 61 2 9353 4000 F + 61 2 8220 6700
www.claytonutz.com
Our reference 174/14708/80050681
TABLE OF CONTENTS
1. DEFINITIONS AND
INTERPRETATION....................................................
2
1.1
Definitions...............................................................
2
1.2 Series Supplement and Master Trust Deed
Definitions....................... 4
1.3
Interpretation............................................................
5
1.4 Issuer
Capacity...........................................................
6
1.5 Transaction
Document...................................................... 6
1.6 Incorporated Definitions and other Transaction
Documents and provisions... 6
2. APPOINTMENT OF PAYING
AGENTS...................................................... 7
2.1
Appointment...............................................................
7
2.2 Several Obligations of Paying
Agents...................................... 7
3.
PAYMENTS..........................................................................
7
3.1 Quarterly Payment by
Issuer............................................... 7
3.2 Payments by Paying
Agents................................................. 7
3.3 Method of Payment for Offered Book-Entry
Notes............................ 7
3.4 Method of Payment for Offered Definitive
Notes............................ 8
3.5
Non-Payment...............................................................
8
3.6 Late
Payment..............................................................
8
3.7
Reimbursement.............................................................
8
3.8 Quarterly Payments under Currency
Swaps................................... 8
3.9 Paying Agent holds funds on
trust......................................... 9
3.10 Principal Paying Agent may deal with
funds................................ 9
3.11 No
Set-Off................................................................
9
3.12 Holders of Offered
Notes.................................................. 9
3.13 Repayment of
Moneys....................................................... 10
3.14 Paying Agents to Record, Notify Payments and Deliver
Surrendered Notes.... 10
4. APPOINTMENT AND DUTIES OF THE AGENT
BANK.......................................... 10
4.1
Appointment...............................................................
10
4.2 Determinations by Agent
Bank.............................................. 10
4.3 Notification by Agent
Bank................................................ 11
4.4 Offered Note Trustee to Perform Agent Bank's
Function..................... 11
4.5 Documents to Agent
Bank................................................... 11
5. APPOINTMENT AND DUTIES OF THE OFFERED NOTE
REGISTRARS............................. 11
5.1 Offered Note
Registrars................................................... 11
5.2 Offered Note Registers to be
Kept......................................... 11
5.3 Transfer or Exchange of Offered
Notes..................................... 12
5.4 Replacement of Lost or Mutilated Offered
Notes............................ 12
5.5 Obligations upon Transfer, Exchange or Replacement of
Offered Notes....... 12
5.6 No Charge for Transfer or
Exchange........................................ 13
5.7 Restricted
Period.........................................................
13
5.8 Cancellation of Offered
Notes............................................. 13
5.9 Provision of Information and Inspection of
Registers...................... 13
5.10 Correctness of Register and
Information................................... 14
5.11 Non-recognition of Equitable
Interests.................................... 14
5.12 Rectification of an Offered Note
Register................................. 14
6. OFFERED NOTE TRUSTEE'S REQUIREMENTS REGARDING
AGENTS.............................. 14
i
6.1 Following Enforcement of the Charge or issue of
Definitive Notes.......... 14
6.2 Good Discharge to
Issuer.................................................. 15
6.3 Change of Authorised
Officers............................................. 15
7. REDEMPTION OF OFFERED
NOTES....................................................... 15
7.1 Part Redemption of Offered Notes on Quarterly
Distribution Dates.......... 15
7.2 Early
Redemption..........................................................
16
8. GENERAL AGENT
MATTERS.............................................................
16
8.1 Notices to Offered
Noteholders............................................ 16
8.2 Copies of Documents for
Inspection........................................ 16
8.3 Notice of any Withholding or
Deduction.................................... 17
8.4 Information and
Forms..................................................... 17
8.5 European Union Tax
Directive.............................................. 17
9.
INDEMNITY.........................................................................
17
9.1 Indemnity by
Issuer....................................................... 17
9.2 Indemnity by Note
Agent................................................... 17
10. CHANGES IN
AGENTS.................................................................
18
10.1 Appointment and
Removal................................................... 18
10.2
Resignation...............................................................
18
10.3 Limitation of Appointment and
Termination................................. 18
10.4 Payment of amounts held by the Paying
Agent............................... 19
10.5 Records held by an Offered Note
Registrar................................. 19
10.6 Successor to Principal Paying Agent, Paying Agent,
Agent Bank or
an Offered Note
Registrar................................................. 20
10.7 Notice to Offered
Noteholders............................................. 20
10.8 Change in Specified
Office................................................ 21
11. MISCELLANEOUS DUTIES AND
PROTECTIONS.............................................. 21
11.1 Agents are agents of the
Issuer........................................... 21
11.2
Agency....................................................................
21
11.3
Reliance..................................................................
21
11.4 Entitled to
Deal.......................................................... 21
11.5
Consultation..............................................................
22
11.6 Duties and
Obligations....................................................
22
11.7 Income Tax
Returns........................................................
22
11.8 Representation by each
Agent.............................................. 22
12. FEES AND
EXPENSES.................................................................
22
12.1 Payment of
Fee............................................................
22
12.2 Payment of
Expenses.......................................................
22
12.3 No Other
Fees.............................................................
23
12.4 Payment of
Fees...........................................................
23
12.5 No
Commission.............................................................
23
12.6 Fees are Expenses of the Series
Trust..................................... 23
12.7 Timing of
Payments........................................................
23
13.
NOTICES...........................................................................
23
13.1 Method of
Delivery........................................................
23
13.2 Deemed
Receipt............................................................
24
13.3
Email.....................................................................
24
13.4 Communications through Principal Paying
Agent............................. 24
ii
14. APPOINTMENT OF CLASS A-2 IRISH PAYING AGENT AND CLASS A-4
IRISH PAYING AGENT...... 24
14.1
Appointment...............................................................
24
14.2 Resignation and
Termination............................................... 24
15. ISSUER'S LIMITATION OF
LIABILITY.................................................. 25
15.1 Limitation on Issuer's
Liability.......................................... 25
15.2 Claims against
Issuer..................................................... 25
15.3 Breach of
Trust...........................................................
25
15.4 Acts or
omissions.........................................................
25
15.5 No
Authority..............................................................
25
15.6 No
obligation.............................................................
26
16.
GENERAL...........................................................................
26
16.1
Waiver....................................................................
26
16.2 Written Waiver, Consent and
Approval...................................... 26
16.3
Severability..............................................................
26
16.4 Survival of
Indemnities................................................... 26
16.5
Assignments...............................................................
26
16.6 Successors and
Assigns.................................................... 26
16.7 Moratorium
Legislation....................................................
26
16.8
Amendments................................................................
27
16.9 Governing
Law.............................................................
27
16.10
Jurisdiction..............................................................
27
16.11
Counterparts..............................................................
27
16.12 Limitation of Offered Note Trustee's
Liability............................ 27
16.13 Contra
proferentem........................................................
27
16.14 Know your
customer........................................................
27
16.15 Compliance with Regulation
AB............................................. 28
iii
THIS AGENCY AGREEMENT MADE AT SYDNEY ON 15 FEBRUARY 2007
PARTIES PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007 of
Level 12, 123
Pitt, Sydney, Australia, in its capacity as trustee of
the Series
Trust (as hereinafter defined) (hereinafter included in
the expression
the "ISSUER")
SECURITISATION ADVISORY SERVICES PTY LIMITED ABN 88 064
133 946 of
Level 7, 48 Martin Place, Sydney, Australia (hereinafter
included by
incorporation in the expression the "MANAGER")
THE BANK OF NEW YORK of 101 Barclay Street, 21W, New
York, New York
10286 as trustee of the Offered Note Trust ("BNY" and
hereinafter
included by incorporation in the expression "OFFERED NOTE
TRUSTEE")
THE BANK OF NEW YORK of 101 Barclay Street, 21W, New
York, New York
10286 (hereinafter included in the expression the "US
DOLLAR NOTE
REGISTRAR")
THE BANK OF NEW YORK of 101 Barclay Street, 21W, New
York, New York
10286 (hereinafter included in the expression the
"PRINCIPAL PAYING
AGENT")
THE BANK OF NEW YORK of 101 Barclay Street, 21W, New
York, New York
10286 (hereinafter included in the expression the "AGENT
BANK")
THE BANK OF NEW YORK, LONDON BRANCH of 48th floor, One
Canada Square,
London E14 5AL ("BNY LONDON" and hereinafter included in
the
expression the "PAYING AGENT")
THE BANK OF NEW YORK, LONDON BRANCH of 48th floor, One
Canada Square,
London E14 5AL (hereinafter included in the expression
the "EURO NOTE
REGISTRAR")
DEUTSCHE INTERNATIONAL CORPORATE SERVICES (IRELAND)
LIMITED of 5
Harbourmaster Place, I.F.S.C., Dublin 1, Ireland
(hereinafter included
in the expression the "CLASS A-2 IRISH PAYING AGENT",
"CLASS A-4 IRISH
PAYING AGENT" and "OFFERED NOTE IRISH PAYING AGENT")
BACKGROUND
A. The Issuer, in its capacity as trustee of the Series Trust,
proposes to
issue Offered Notes.
B. The Offered Notes will be constituted pursuant to the Offered
Note Trust
Deed.
C. The Issuer wishes to appoint The Bank of New York as the
initial Principal
Paying Agent, the initial US Dollar Note Registrar and the
initial Agent
Bank in respect of the Offered Notes and The Bank of New York
has accepted
these appointments on the terms and conditions of this
Agreement.
D. The Issuer wishes to appoint The Bank of New York, London
Branch as an
initial Paying Agent and the initial Euro Note Registrar in
respect of the
Offered Notes and The Bank of New York, London Branch has
accepted that
appointment on the terms and conditions of this Agreement.
E. The Issuer also wishes to appoint Deutsche International
Corporate
Services (Ireland) Limited as the initial paying agent in the
Republic of
Ireland in respect of the Offered Notes and the Class A-2
Notes and
Deutsche International Corporate Services (Ireland) Limited
has accepted
that appointment on the terms and conditions of this
Agreement.
1
OPERATIVE PROVISIONS
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the contrary intention appears:
"AGENT" means a several reference to each Paying Agent, each
Offered Note
Registrar, and the Agent Bank.
"AGENT BANK" means initially The Bank of New York or, if The
Bank of New
York resigns or its appointment is terminated as the Issuer's
reference
agent in respect of the Offered Notes, the person from time
to time
appointed in its place to perform the functions of such
reference agent
under this Agreement.
"AUTHORISED OFFICER" in relation to:
(a) the Issuer and the Manager, has the same meaning as in
the Master
Trust Deed;
(b) the Offered Note Trustee, the US Dollar Note Registrar,
the Agent
Bank and the Principal Paying Agent while these are the
same person
as the Offered Note Trustee, has the same meaning as the
term
"Authorised Officer" in relation to the Offered Note
Trustee has in
the Offered Note Trust Deed;
(c) The Bank of New York, London Branch as Paying Agent and
Euro Note
Registrar means a responsible officer of the Corporate
Trust
Administration department of The Bank of New York,
London Branch; and
(d) any other Note Agent, means the persons appointed from
time to time
by that Note Agent to act as its Authorised Officers for
the purposes
of this Agreement as certified in writing by 2 directors
or a
director and secretary of that Note Agent to the other
parties to
this Agreement.
"CLASS A-2 IRISH PAYING AGENT" means Deutsche International
Corporate
Services (Ireland) Limited or, if Deutsche International
Corporate
Services (Ireland) Limited resigns or its appointment is
terminated as
paying agent in the Republic of Ireland in respect of the
Class A-2 Notes,
the person from time to time appointed in its place to
perform the
functions of such paying agent under this Agreement.
"CLASS A-4 IRISH PAYING AGENT" means Deutsche International
Corporate
Services (Ireland) Limited or, if Deutsche International
Corporate
Services (Ireland) Limited resigns or its appointment is
terminated as
paying agent in the Republic of Ireland in respect of the
Class A-4 Notes,
the person from time to time appointed in its place to
perform the
functions of such paying agent under this Agreement.
"EURO NOTE REGISTER" means the register established by the
Euro Note
Registrar in respect of the Class A-3 Notes in accordance
with clause 5.2.
"EURO NOTE REGISTRAR" means The Bank of New York, London
Branch or if The
Bank of New York, London Branch resigns or its appointment is
terminated
as note registrar in respect of the Class A-3 Notes, the
person from time
to time appointed in its place to perform the functions of
such note
registrar under this Agreement.
"EUROPEAN UNION 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.
2
"IRISH BUSINESS DAY" means a day (other than a Saturday,
Sunday or public
holiday in Dublin) on which the Irish Stock Exchange is open.
"ISSUER" means initially Perpetual Trustee Company Limited
or, if
Perpetual Trustee Company Limited retires or is removed as
trustee of the
Series Trusts (as defined in the Master Trust Deed), the then
Substitute
Trustee and includes the Manager when acting as the trustee
of the Series
Trust in accordance with the Master Trust Deed.
"MASTER TRUST DEED" means the Master Trust Deed dated 8
October 1997
between the Issuer and the Manager, as amended from time to
time.
"NOTE AGENT" means a several reference to each Agent, the
Class A-2 Irish
Paying Agent and the Class A-4 Irish Paying Agent.
"OFFERED BOOK ENTRY NOTE" has the same meaning as in the
Offered Note
Trust Deed.
"OFFERED DEFINITIVE NOTE" has the same meaning as in the
Offered Note
Trust Deed.
"OFFERED NOTE" has the same meaning as in the Offered Note
Trust Deed.
"OFFERED NOTE IRISH PAYING AGENT" means Deutsche
International Corporate
Services (Ireland) Limited or, if Deutsche International
Corporate
Services (Ireland) Limited resigns or the appointment is
terminated as
paying agent in the Republic of Ireland in respect of the
Offered Notes,
the person from time to time appointed in its place to
perform the
functions of such paying agent under this Agreement.
"OFFERED NOTE REGISTER" means, as the context requires, the
Euro Note
Register, the US Dollar Note Register, or both.
"OFFERED NOTE REGISTRAR" means, as the context requires, the
Euro Note
Registrar, the US Dollar Note Registrar, or both.
"OFFERED NOTE TRUST" means the trust of that name constituted
by the
Offered Note Trust Deed.
"OFFERED NOTEHOLDERS" has the same meaning as in the Offered
Note Trust
Deed.
"PAYING AGENT" means:
(a) except where the context otherwise requires, the
Principal Paying
Agent;
(b) the Bank of New York, London Branch until it resigns or
its
appointment is terminated as paying agent;
(c) if an application is made to admit the Offered Notes to
the Daily
Official List of the Irish Stock Exchange, the Offered
Note Irish
Paying Agent; and
(d) each other person from time to time appointed hereunder
to perform
the functions of a paying agent, but does not include
the Class A-2
Irish Paying Agent and the Class A-4 Irish Paying Agent.
"PRINCIPAL PAYING AGENT" means The Bank of New York or, if
The Bank of New
York resigns or its appointment is terminated as principal
paying agent,
the person from time to time appointed in its place to
perform the
functions of the principal paying agent under this Agreement.
"QUARTERLY SERVICING REPORT" has the same meaning as in the
Offered Note
Conditions.
3
"SERIES SUPPLEMENT" means a Series Supplement dated on or
about the date
of this Agreement between Commonwealth Bank of Australia ABN
48 123 123
124, Homepath Pty Limited ABN 35 081 986 530, the Manager and
the Issuer.
"SERIES TRUST" means the trust known as the Medallion Trust
Series 2007-1G
established pursuant to the Master Trust Deed and the Series
Supplement.
"SPECIFIED OFFICE" in relation to:
(a) the US Dollar Note Registrar, means the offices of the
US Dollar Note
Registrar as specified in the Offered Note Conditions or
otherwise
under this Agreement as the offices of the US Dollar
Note Registrar
where surrenders of Class A-1 Notes for transfer,
exchange,
replacement or redemption will occur and where, in
respect of one of
such offices, the US Dollar Note Register will be kept,
as varied
from time to time in accordance with this Agreement;
(b) the Euro Note Registrar, means the offices of the Euro
Note Registrar
as specified in the Offered Note Conditions or otherwise
under this
Agreement as the offices of the Euro Note Registrar
where surrenders
of Class A-3 Notes for transfer, exchange, replacement
or redemption
will occur and where, in respect of one of such offices,
the Euro
Note Register will be kept, as varied from time to time
in accordance
with this Agreement;
(c) a Paying Agent, means the office of the Paying Agent
specified in the
Offered Note Conditions or otherwise under this
Agreement as the
office at which payments in respect of the Offered Notes
will be
made, as varied from time to time in accordance with
this Agreement;
and
(d) the Agent Bank, means the office of the Agent Bank
specified in the
Offered Note Conditions or otherwise under this
Agreement as the
office at which the Agent Bank will carry out its duties
under this
Agreement, as varied from time to time in accordance
with this
Agreement.
"STAMP" means the Securities Transfer Agents Medallion
Program.
"UCC" means the Uniform Commercial Code of New York.
"US DOLLAR NOTE REGISTER" means the register established by
the US Dollar
Note Registrar in respect of the Class A-1 Notes in
accordance with clause
5.2.
"US DOLLAR NOTE REGISTRAR" means The Bank of New York or if
The Bank of
New York resigns or its appointment is terminated as note
registrar in
respect of the Class A-1 Notes, the person from time to time
appointed in
its place to perform the functions of such note registrar
under this
Agreement.
1.2 SERIES SUPPLEMENT AND MASTER TRUST DEED DEFINITIONS
Subject to clause 1.6, unless defined in this Agreement,
words and phrases
defined in either or both of the Master Trust Deed and the
Series
Supplement have the same meaning in this Agreement. Where
there is any
inconsistency in a definition between this Agreement (on the
one hand) and
the Master Trust Deed or the Series Supplement (on the other
hand), this
Agreement prevails. Where there is any inconsistency in a
definition
between the Master Trust Deed and the Series Supplement, the
Series
Supplement prevails over the Master Trust Deed in respect of
this
Agreement. Subject to clause 1.6, where words or phrases used
but not
defined in this Agreement are defined in the Master Trust
Deed in relation
to a Series Trust (as defined in the Master Trust Deed)
and/or an Other
Trust such words or phrases are to be construed in this
Agreement, where
necessary, as being used only in relation to the Series Trust
(as defined
in this Agreement) and/or the CBA Trust, as the context
requires.
4
1.3 INTERPRETATION
In this Agreement, unless the contrary intention appears:
(a) headings are for convenience only and do not affect the
interpretation of this Agreement;
(b) a reference to this "AGREEMENT" includes the Background;
(c) the expression "PERSON" includes an individual, the
estate of an
individual, a body politic, a corporation and a
statutory or other
authority or association (incorporated or
unincorporated);
(d) a reference to a person includes that person's
executors,
administrators, successors, substitutes and assigns,
including any
person taking by way of novation;
(e) subject to clause 1.6, a reference to any document or
agreement is to
such document or agreement as amended, novated,
supplemented, varied
or replaced from time to time;
(f) a reference to any legislation or to any section or
provision of any
legislation includes any statutory modification or
re-enactment or
any statutory provision substituted for that legislation
and all
ordinances, by-laws, regulations and other statutory
instruments
issued under that legislation, section or provision;
(g) words importing the singular include the plural (and
vice versa) and
words denoting a given gender include all other genders;
(h) a reference to a clause is a reference to a clause of
this Agreement;
(i) a reference to "WILFUL DEFAULT" in relation to a party
means, subject
to clause 1.3(j), any wilful failure by that party to
comply with, or
wilful breach by that party of, any of its obligations
under any
Transaction Document, other than a failure or breach
which:
(i) A. arises as a result of a breach of a
Transaction Document by
a person other than:
(1) that party; or
(2) any other person referred to in clause
1.3(j); and
B. the performance of the action (the
non-performance of which
gave rise to such breach) is a pre-condition
to that party
performing the said obligation; or
(ii) is in accordance with a lawful court order or
direction or is
required by law; or
(iii) is in accordance with a proper instruction or
direction of
Investors given at a meeting convened under any
Transaction
Document;
(j) a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL
DEFAULT" of a
party means the fraud, negligence or wilful default of
that party and
of its officers, employees, agents and any other person
where that
party is liable for the acts or omissions of such other
person under
the terms of any Transaction Document;
5
(k) where any word or phrase is given a defined meaning, any
other part
of speech or other grammatical form in respect of such
word or phrase
has a corresponding meaning;
(l) where any day on which a payment is due to be made or a
thing is due
to be done under this Agreement is not a Business Day,
that payment
must be made or that thing must be done on the
immediately succeeding
Business Day;
(m) a reference to the "CLOSE OF BUSINESS" on any day is a
reference to
5.00 pm on that day;
(n) a reference to time is to local time in Sydney;
(o) subject to clause 13.2, each party will only be
considered to have
knowledge or awareness of, or notice of, a thing or
grounds to
believe anything by virtue of the officers of that party
(or any
Related Body Corporate of that party) having day to day
responsibility for the administration or management of
that party's
(or a Related Body Corporate of that party's)
obligations in relation
to the Series Trust having actual knowledge, actual
awareness or
actual notice of that thing, or grounds or reason to
believe that
thing (and similar references will be interpreted in
this way); and
(p) a reference to the enforcement of the Charge means that
the Security
Trustee appoints (or the Voting Secured Creditors as
contemplated by
clause 8.4 of the Security Trust Deed appoint) a
Receiver over any
Charged Property, or takes possession of any Charged
Property,
pursuant to the Security Trust Deed (expressions used in
this clause
have the same meanings as in the Security Trust Deed).
1.4 ISSUER CAPACITY
In this Agreement, except where provided to the contrary:
(a) (REFERENCES TO ISSUER): a reference to the Issuer is a
reference to
the Issuer in its capacity as trustee of the Series
Trust only, and
in no other capacity; and
(b) (REFERENCES TO ASSETS OF THE ISSUER): a reference to the
undertaking,
assets, business or money of the Issuer is a reference
to the
undertaking, assets, business or money of the Issuer in
the capacity
referred to in paragraph (a).
1.5 TRANSACTION DOCUMENT
For the purposes of the Master Trust Deed and the Series
Supplement, this
Agreement is a Transaction Document.
1.6 INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
PROVISIONS
Where in this Agreement a word or expression is defined by
reference to
its meaning in another Transaction Document or there is a
reference to
another Transaction Document or to a provision of another
Transaction
Document, any amendment to the meaning of that word or
expression or to
that other Transaction Document or provision (as the case may
be) will be
of no effect for the purposes of this Agreement unless and
until the
amendment is consented to by the parties to this Agreement.
6
2. APPOINTMENT OF PAYING AGENTS
2.1 APPOINTMENT
The Issuer, at the direction of the Manager, hereby appoints
the Principal
Paying Agent as its initial principal paying agent, and each
other Paying
Agent from time to time as its paying agent, for making
payments in
respect of the Offered Notes pursuant to the Transaction
Documents at
their respective Specified Offices in accordance with the
terms and
conditions of the Agreement. The Principal Paying Agent, and
each other
Paying Agent, hereby accepts that appointment.
2.2 SEVERAL OBLIGATIONS OF PAYING AGENTS
While there is more than one Paying Agent, the obligations of
the Paying
Agents under this Agreement are several and not joint.
3. PAYMENTS
3.1 QUARTERLY PAYMENT BY ISSUER
Subject to clause 3.8, the Issuer must on each Quarterly
Distribution
Date, pay to or to the order of the Principal Paying Agent to
an account
specified by the Principal Paying Agent in same day funds:
(a) (CLASS A-1 NOTES): not later than 10.00 am (New York
time) the amount
in US$ as may be required (after taking account of any
money then
held by the Principal Paying Agent and available for the
purpose) to
be paid on that Quarterly Distribution Date in respect
of the Class
A-1 Notes; and
(b) (CLASS A-3 NOTES): not later than 10.00 am (London time)
the amount
in Euro as may be required (after taking account of any
money then
held by the Principal Paying Agent and available for the
purpose) to
be paid on that Quarterly Distribution Date in respect
of the Class
A-3 Notes,
in each case, under the Offered Note Conditions.
3.2 PAYMENTS BY PAYING AGENTS
Subject to payment being duly made as provided in clause
3.1(a) in the
case of the Class A-1 Notes and in clause 3.1(b) in the case
of the Class
A-3 Notes (or the Principal Paying Agent otherwise being
satisfied that
the relevant payment will be duly made on the due date), and
subject to
clause 6, the Paying Agents will pay or cause to be paid to
the Offered
Noteholders on behalf of the Issuer on each Quarterly
Distribution Date
the relevant amounts of principal and interest due in respect
of the
relevant Offered Notes in accordance with this Agreement and
the Offered
Note Conditions.
3.3 METHOD OF PAYMENT FOR OFFERED BOOK-ENTRY NOTES
The Principal Paying Agent will cause all payments of
principal or
interest (as the case may be) due in respect of Offered
Book-Entry Notes
to be made to the relevant Depository or, if applicable, to
that
Depository's nominee in whose name Offered Book-Entry Notes
are
registered, to the account or accounts designated by that
Depository or,
if applicable, that nominee and otherwise in accordance with
Condition 8.1
of the Offered Note Conditions.
7
3.4 METHOD OF PAYMENT FOR OFFERED DEFINITIVE NOTES
The Paying Agents will cause all payments of principal or
interest (as the
case may be) due in respect of Offered Definitive Notes to be
made in
accordance with Condition 8.1 of the Offered Note Conditions.
3.5 NON-PAYMENT
(a) (NO OBLIGATION ON PAYING AGENTS): If the Issuer fails to
make any
payment, unless and until the full amount of the payment
has been
made under the terms of this Agreement (except as to the
time of
making the payment) or other arrangements satisfactory
to the
Principal Paying Agent have been made, none of the
Principal Paying
Agent nor any of the other Paying Agents is bound to
make any payment
in accordance with this clause 3 (but may, in its
discretion, make
any such payment).
(b) (NOTICE OF NON-RECEIPT): The Principal Paying Agent will
immediately
notify by facsimile the other Paying Agents, the Offered
Note
Trustee, the Issuer, the Security Trustee and the
Manager if the full
amount of any payment of principal or interest in
respect of the
Offered Notes required to be made pursuant to the
Offered Note
Conditions is not unconditionally received by it or to
its order in
accordance with this Agreement.
3.6 LATE PAYMENT
(a) (LATE PAYMENTS TO BE PAID IN ACCORDANCE WITH THIS
AGREEMENT): If any
payment under clause 3.1 is made late but otherwise in
accordance
with the provisions of this Agreement, each Paying Agent
will make
the payments required to be made by it in respect of the
Offered
Notes as provided in this clause 3.
(b) (NOTICE): If the Principal Paying Agent does not receive
on a
Quarterly Distribution Date the full amount of principal
and interest
then payable on any Offered Note in accordance with the
Offered Note
Conditions, but receives the full amount later, it will:
(i) forthwith upon receipt of the full amount notify
the other
Paying Agents, the Issuer, the Offered Note
Trustee, the
Security Trustee and the Manager; and
(ii) as soon as practicable after receipt of the full
amount give
notice, in accordance with Condition 11.1 of the
Offered Note
Conditions, to the Offered Noteholders that it has
received the
full amount.
3.7 REIMBURSEMENT
The Principal Paying Agent will (provided that it has been
placed in funds
by the Issuer) on demand promptly reimburse each other Paying
Agent for
payments of principal and interest properly made by that
Paying Agent in
accordance with the Offered Note Conditions and this
Agreement. The Issuer
will not be responsible for the apportionment of any moneys
between the
Principal Paying Agent and the other Paying Agents and a
payment to the
Principal Paying Agent of any moneys due to the Paying Agents
will operate
as a good discharge to the Issuer in respect of such moneys.
3.8 QUARTERLY PAYMENTS UNDER CURRENCY SWAPS
The payment by the Issuer of its Australian dollar payment
obligations
under the Series Supplement on each Quarterly Distribution
Date to:
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(a) (CLASS A-1 CURRENCY SWAP): the Currency Swap Provider in
respect of
the Class A-1 Currency Swap will be a good discharge of
its
corresponding US Dollar obligations under clause 3.1;
and
(b) (CLASS A-3 CURRENCY SWAP): the Currency Swap Provider in
respect of
the Class A-3 Currency Swap will be a good discharge of
its
corresponding Euro obligations under clause 3.1,
but, in each case, will not relieve the Issuer of any
liability in respect
of any default in payment in respect of a Class A-1 Note or a
Class A-3
Noteunder any other Transaction Document.
3.9 PAYING AGENT HOLDS FUNDS ON TRUST
Each Paying Agent will hold in a separate account on trust
for the Offered
Note Trustee and the Offered Noteholders all sums held by
such Paying
Agent for the payment of principal and interest with respect
to Offered
Notes until such sums are paid to the Offered Note Trustee or
the
applicable Offered Noteholders in accordance with the Offered
Note Trust
Deed or the Offered Note Conditions or repaid under clause
3.13.
3.10 PRINCIPAL PAYING AGENT MAY DEAL WITH FUNDS
Subject to the terms of this Agreement, the Principal Paying
Agent is
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. The
Principal Paying Agent is entitled to retain for its own
account any
interest earned on such moneys, except as required by law.
3.11 NO SET-OFF
No Paying Agent is entitled to exercise any right of set-off,
withholding,
counterclaim or lien against, or make any deduction in any
payment to, any
person entitled to receive amounts of principal or interest
on the Offered
Notes in respect of moneys payable by it under this
Agreement.
3.12 HOLDERS OF OFFERED NOTES
Except as ordered by a court of competent jurisdiction or as
required by
law, each Paying Agent is entitled to treat the person:
(a) (OFFERED BOOK-ENTRY NOTES): who is, while an Offered
Book-Entry Note
remains outstanding, the registered owner of that
Offered Book-Entry
Note as recorded in the applicable Offered Note Register
as the
absolute owner of that Offered Book-Entry Note and as
the person
entitled to receive payments of principal or interest
(as applicable)
and each person shown in the records of the applicable
Depository as
the holder of any Offered Note represented by that
Offered Book-Entry
Note will be entitled to receive from the registered
owner of that
Offered Book-Entry Note any payment so made only in
accordance with
the respective rules and procedures of that Depository;
(b) (OFFERED DEFINITIVE NOTES): who is the registered owner
of any
Offered Definitive Note as recorded in the applicable
Offered Note
Register as the absolute owner or owners of that Offered
Definitive
Note (whether or not that Offered Definitive Note is
overdue and
despite any notice of ownership or writing on it or any
notice of
previous loss or theft or of any trust or other interest
in it); and
(c) (OFFERED NOTE TRUSTEE): who, when an Offered Book-Entry
Note in
respect of any Offered Note is no longer outstanding but
Offered
Definitive Notes in respect of the Offered Notes have
not been
issued, is for the time being the Offered Note Trustee,
9
as the person entrusted with the receipt of principal or
interest, as
applicable, on behalf of the relevant Offered
Noteholders,
in all cases and for all purposes, despite any notice to the
contrary, and
will not be liable for so doing.
3.13 REPAYMENT OF MONEYS
(a) (PRESCRIPTION): Immediately on any entitlement to
receive principal
or interest under any Offered Note becoming void under
the Offered
Note Conditions, the Principal Paying Agent will repay
to the Issuer
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
rated as to the amount and time) to the extent already
paid under
clause 12.
(b) (NO REPAYMENT WHILE OUTSTANDING AMOUNTS DUE):
Notwithstanding clause
3.13(a) the Principal Paying Agent is not obliged to
make any
repayment to the Issuer while any fees and expenses
which should have
been paid to or to the order of the Principal Paying
Agent or, if
applicable, the Offered Note Trustee, by the Issuer
remain unpaid.
3.14 PAYING AGENTS TO RECORD, NOTIFY PAYMENTS AND DELIVER
SURRENDERED NOTES
Each Paying Agent must:
(a) (NOTIFY OFFERED NOTE REGISTRARS): promptly notify the
applicable
Offered Note Registrar of each payment made by it, or at
its
direction, to Offered Noteholders in respect of the
Offered Notes;
(b) (RECORDS): keep a full and complete record of each
payment made by
it, or at its direction, to Offered Noteholders and
provide copies of
such records to the Issuer, the Mana
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