CLAYTON UTZ
Medallion Trust Series 2005-2G
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
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 174/657/80023761
TABLE OF CONTENTS
1.
DEFINITIONS AND
INTERPRETATION...........................................1
1.1
Definitions......................................................1
1.2
Series Supplement and Master Trust Deed Definitions..............3
1.3
Interpretation...................................................3
1.4
Issuer Capacity..................................................5
1.5
Transaction Document.............................................5
1.6
Incorporated Definitions and other Transaction Documents and
provisions....................................................5
2.
APPOINTMENT OF PAYING
AGENTS.............................................5
2.1
Appointment......................................................5
2.2
Several Obligations of Paying Agents.............................5
3.
PAYMENTS.................................................................5
3.1
Payment by Issuer................................................5
3.2
Payments by Paying Agents........................................6
3.3
Method of Payment for Offered Book-Entry Notes...................6
3.4
Method of Payment for Offered Definitive Notes...................6
3.5
Non-Payment......................................................6
3.6
Late Payment.....................................................6
3.7
Reimbursement....................................................7
3.8
Payment under Currency Swaps.....................................7
3.9
Paying Agent holds funds on trust................................7
3.10
Principal Paying Agent may deal with funds.......................7
3.11
No Set-Off.......................................................7
3.12
Holders of Offered Notes.........................................7
3.13
Repayment of Moneys..............................................8
3.14
Paying Agents to Record, Notify Payments and Deliver
Surrendered Notes.............................................8
4.
APPOINTMENT AND DUTIES OF THE AGENT
BANK.................................9
4.1
Appointment......................................................9
4.2
Determinations by Agent Bank.....................................9
4.3
Notification by Agent Bank.......................................9
4.4
Offered Note Trustee to Perform Agent Bank's Function............9
4.5
Documents to Agent Bank..........................................9
5.
APPOINTMENT AND DUTIES OF THE OFFERED NOTE
REGISTRARS....................9
5.1
Offered Note Registrars..........................................9
5.2
Offered Note Registers to be Kept................................9
5.3
Transfer or Exchange of Offered Notes...........................10
5.4
Replacement of Lost or Mutilated Offered Notes..................10
5.5
Obligations upon Transfer, Exchange or Replacement of Offered
Notes........................................................10
5.6
No Charge for Transfer or Exchange..............................11
5.7
Restricted Period...............................................11
5.8
Cancellation of Offered Notes...................................11
5.9
Provision of Information and Inspection of Registers............11
5.10
Correctness of Register and Information.........................12
5.11
Non-recognition of Equitable Interests..........................12
5.12
Rectification of an Offered Note Register.......................12
i
6.
OFFERED NOTE TRUSTEE'S REQUIREMENTS REGARDING
AGENTS....................13
6.1
Following Enforcement of the Charge or issue of Definitive
Notes........................................................13
6.2
Good Discharge to Issuer........................................13
6.3
Change of Authorised Officers...................................13
7.
REDEMPTION OF OFFERED
NOTES.............................................14
7.1
Part Redemption of Offered Notes on Distribution Dates..........14
7.2
Early Redemption................................................14
8.
GENERAL AGENT
MATTERS...................................................14
8.1
Notices to Offered Noteholders..................................14
8.2
Copies of Documents for Inspection..............................15
8.3
Notice of any Withholding or Deduction..........................15
8.4
Information and Forms...........................................15
9.
INDEMNITY...............................................................15
9.1
Indemnity by Issuer.............................................15
9.2
Indemnity by Agent..............................................15
10.
CHANGES IN
AGENTS.......................................................16
10.1
Appointment and Removal.........................................16
10.2
Resignation.....................................................16
10.3
Limitation of Appointment and Termination.......................16
10.4
Payment of amounts held by the Paying Agent.....................17
10.5
Records held by an Offered Note Registrar.......................17
10.6
Successor to Principal Paying Agent, Paying Agent, Agent Bank
or an Offered Note Registrar.................................17
10.7
Notice to Offered Noteholders...................................18
10.8
Change in Specified Office......................................18
11.
MISCELLANEOUS DUTIES AND
PROTECTION.....................................19
11.1
Agents are agents of the Issuer.................................19
11.2
Agency..........................................................19
11.3
Reliance........................................................19
11.4
Entitled to Deal................................................19
11.5
Consultation....................................................19
11.6
Duties and Obligations..........................................19
11.7
Income Tax Returns..............................................20
11.8
Representation by each Agent....................................20
12.
FEES AND
EXPENSES.......................................................20
12.1
Payment of Fee..................................................20
12.2
Payment of Expenses.............................................20
12.3
No Other Fees...................................................20
12.4
Payment of Fees.................................................20
12.5
No Commission...................................................21
12.6
Fees are expenses of the Series Trust...........................21
12.7
Timing of Payments..............................................21
13.
NOTICES.................................................................21
13.1
Method of Delivery..............................................21
13.2
Deemed Receipt..................................................21
13.3
Email...........................................................22
13.4
Communications through Principal Paying Agent...................22
ii
14.
ISSUER'S LIMITATION OF
LIABILITY........................................22
14.1
Limitation on Issuer's Liability................................22
14.2
Claims against Issuer...........................................22
14.3
Breach of Trust.................................................22
14.4
Acts or omissions...............................................22
14.5
No Authority....................................................23
14.6
No obligation...................................................23
15.
GENERAL.................................................................23
15.1
Waiver..........................................................23
15.2
Written Waiver, Consent and Approval............................23
15.3
Severability....................................................23
15.4
Survival of Indemnities.........................................23
15.5
Assignments.....................................................23
15.6
Successors and Assigns..........................................24
15.7
Moratorium Legislation..........................................24
15.8
Amendments......................................................24
15.9
Governing Law...................................................24
15.10
Jurisdiction....................................................24
15.11
Counterparts....................................................24
15.12
Limitation of Offered Note Trustee's Liability..................24
15.13
Contra proferentem..............................................25
iii
THIS AGENCY AGREEMENT MADE AT SYDNEY ON 22 APRIL 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")
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.
BACKGROUND
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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
1
Offered Note Trustee has in the Offered Note Trust Deed; and
(c)
any other Agent, means the persons appointed from time to time by
that
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 Agent to the other parties to this Agreement.
"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.
"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 REGISTER" means the US Dollar Note Register.
"OFFERED NOTE REGISTRAR" means the US Dollar Note Registrar.
"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; and
(b)
each other person from time to time appointed hereunder to perform
the
functions of a 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
2005-2G
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 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
2
to time in accordance with this Agreement;
(b)
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
(c)
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 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 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;
(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;
3
(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;
(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
4
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.
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 Distribution Date,
pay to or
to the order of the
5
Principal Paying Agent to an account specified by the Principal
Paying
Agent in same day funds 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 Distribution Date in respect of the Class A Notes under the
Offered
Note Conditions.
3.2
PAYMENTS BY PAYING AGENTS
Subject to payment being duly made as provided in clause 3.1 (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 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 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
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:
6
(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 Distribution Date to the
Currency Swap
Provider in respect of the Class A Currency Swap will be a good
discharge
of its corresponding US Dollar obligations under clause 3.1 but
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.
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
7
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 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.
8
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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 the Agent Bank
hereby
accepts that appointment.
4.2
DETERMINATIONS BY AGENT BANK
The Agent Bank must perform such duties, and make such
calculations,
determinations, notifications and publications at its Specified
Office as
are set forth in the Offered Note Conditions and the Currency Swap
Agreement (in respect of the Class A Currency Swap as defined
