[CLAYTON UTZ LOGO]
Medallion Trust Series 2005-1G
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
AIB/BNY Fund Management (Ireland) Limited
If you have any questions about the details of this document
PLEASE CONTACT LOUISE MCCOACH ON +61 2 9353 4679
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
174/657/80019362
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..............................................4
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........................................6
2.1
Appointment.................................................6
2.2
Several Obligations of Paying Agents........................7
3........PAYMENTS............................................................7
3.1
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..............7
3.5
Non-Payment.................................................7
3.6
Late Payment................................................8
3.7
Reimbursement...............................................8
3.8
Payment 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.........................................9
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.................................10
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....................13
5.11
Non-recognition of Equitable Interests.....................14
5.12
Rectification of an Offered Note Register..................14
i
6........OFFERED NOTE TRUSTEE'S REQUIREMENTS REGARDING
AGENTS...............14
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
9........INDEMNITY..........................................................17
9.1
Indemnity by Issuer........................................17
9.2
Indemnity by Note Agent....................................17
10.......CHANGES IN
AGENTS..................................................17
10.1
Appointment and Removal....................................17
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....................19
10.7
Notice to Offered Noteholders..............................20
10.8
Change in Specified Office.................................20
11.......MISCELLANEOUS DUTIES AND
PROTECTION................................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...............................................21
11.6
Duties and Obligations.....................................21
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..............................................22
12.4
Payment of Fees............................................22
12.5
No Commission..............................................22
12.6
Issuer Personally Liable for Fees..........................23
12.7
Timing of Payments.........................................23
13.......NOTICES............................................................23
13.1
Method of Delivery.........................................23
13.2
Deemed Receipt.............................................23
13.3
Email......................................................24
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13.4
Communications through Principal Paying Agent..............24
14.......APPOINTMENT OF CLASS A-2 IRISH PAYING
AGENT........................24
14.1
Appointment................................................24
14.2
Resignation and Termination................................24
15.......ISSUER'S LIMITATION OF
LIABILITY...................................24
15.1
Limitation on Issuer's Liability...........................24
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..............................................25
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.................................................26
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
iii
THIS AGENCY AGREEMENT MADE AT SYDNEY ON 21 JANUARY 2005
PARTIES
PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007 of Level
7, 9 Castlereagh Street, 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 (as hereinafter
defined) (hereinafter included by incorporation in the
expression the "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 (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")
AIB/BNY FUND MANAGEMENT (IRELAND) LIMITED a company duly
incorporated in the Republic of Ireland and having registered
office at Guild House, Guild Street, Dublin 1, Republic of
Ireland, (hereinafter included in the expression the "CLASS A-2
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 AIB/BNY Fund Management (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 AIB/BNY
Fund
Management (Ireland) Limited has accepted that appointment on the
terms
and conditions of this Agreement.
1
BACKGROUND
--------------------------------------------------------------------------------
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 AIB/BNY Fund Management
(Ireland)
Limited or, if AIB/BNY Fund Management (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.
"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.
"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
2
and the Manager, as amended from time to time.
"NOTE AGENT" means a several reference to each Agent and the Class
A-2
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 AIB/BNY Fund Management
(Ireland) Limited or, if AIB/BNY Fund Management (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.
"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.
"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
2005-1G 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
3
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.
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;
4
(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;
(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;
5
(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.
--------------------------------------------------------------------------------
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.
6
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
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 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.
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
7
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
PAYMENT UNDER CURRENCY SWAPS
The payment by the Issuer of its Australian dollar payment
obligations
under the Series Supplement on each Quarterly Distribution Date to:
(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 an Offered Note
under
any other Transaction Document.
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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, 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
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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 Manager, the
Offered Note Trustee or the applicable Offered Note Registrar
upon request; and
(c)
(DELIVER): promptly deliver to the applicable Offered Note
Registrar any Offered Notes surrendered to it pursuant to
Condition 8.2 of the Offered Note Conditions.
A record by a Paying Agent under this clause 3.14 is sufficient
evidence, unless the contrary is proved, of the relevant payments
having been made or not made.
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4.
APPOINTMENT AND DUTIES OF THE AGENT BANK
4.1
APPOINTMENT
The Issuer, at the direction of the Manager, hereby appoints the
Agent
Bank as its initial reference agent in respect of the Offered Notes
upon the terms and conditions contained in this Agreement and
