Common use of Duties of the Calculation Agent Clause in Contracts

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ Notes, until their final maturity or such earlier date on which the US$ Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ Notes, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in Condition 4 and confirm with each Currency Swap Provider that the LIBOR determined under this agreement is the same as LIBOR determined by that Currency Swap Provider under the relevant Currency Swap; and (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ Notes, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of US$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Noteholders in the event of an amendment of the Interest Period. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Offshore Notes, until their final maturity or such earlier date on which the US$ Offshore Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Offshore Notes to the Principal relevant Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal any Paying Agent; (ii) determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR (in respect of the Class A-2 Notes) for each Quarterly Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with each the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR and EURIBOR determined under this agreement is the same as the LIBOR and EURIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents Agents, and each the Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Quarterly Interest PeriodPeriod for each such Class of Offshore Notes, of the Interest Rate Rates and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ Notes, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of US$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Noteholders in the event of an amendment of the Interest Period. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class of US$ Notes, until their final maturity or such earlier date on which the US$ Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider that the LIBOR determined under this agreement Agreement is the same as LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, Trustee and the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates.; and (biv) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of the US$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agreesPeriod, provided that the Trustee, Trustee and the Calculation Agent Manager and the Note Trustee shall co-operate with the Trust Manager Calculation Agent in order to effect that publication. (cb) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under sub-paragraph (biv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Noteholders in the event of an amendment a shortening of the Interest Period. (dc) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a for the US$ NoteNotes, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (ed) If the Trust Manager does not at any time for any reason determine a Principal Payment Payment, the Invested Amount or the Principal Stated Amount applicable to a US$ Note Notes in accordance with the Transaction Documents, the Principal Payment Payment, Invested Amount and the Principal Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to each Class of US$ Notes, until their final maturity or such earlier date on which the US$ Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office in New York as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider that the LIBOR determined under this agreement Agreement is the same as LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, Trustee and the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates.; and (biv) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of the US$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agreesPeriod, provided that the Trustee, Trustee and the Calculation Agent Manager and the Note Trustee shall co-operate with the Trust Manager Calculation Agent in order to effect that publication.. -------------------------------------------------------------------------------- Page 8 Xxxxx Xxxxx AGENCY AGREEMENT & Xxxxxxx -------------------------------------------------------------------------------- (cb) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under sub-paragraph (biv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Noteholders in the event of an amendment a shortening of the Interest Period. (dc) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on for a US$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (ed) If the Trust Manager does not at any time for any reason determine a Principal Payment Payment, the Invested Amount or the Principal Stated Amount applicable to a US$ Note Notes in accordance with the Transaction Documents, the Principal Payment Payment, Invested Amount and the Principal Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the [Class A-1] Notes, until their final maturity or such earlier date on which the US$ [Class A-1] Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ [Class A-1] Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each [Class of US$ A-1] Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this agreement is the same as the LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents and each the Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Interest Period, of the Interest Rate Rates and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of US$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication.Agency Agreement [Allens Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (c) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ [Class A-1] Noteholders in the event of an amendment of to the Interest Period. (d) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ [Class A-1] Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Class A Notes, until their final maturity or such earlier date on which the US$ Class A Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Class A Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ A Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider that the LIBOR determined under this agreement is the same as LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, Trustee and the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 9 AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates.; and (biv) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each the Class of US$ A Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agreesPeriod, provided that the Trustee, Trustee and the Calculation Agent Manager and the Note Trustee shall co-operate with the Trust Manager Calculation Agent in order to effect that publication. (cb) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under sub-paragraph (biv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Class A Noteholders in the event of an amendment a shortening of the Interest Period. (dc) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Notefor the Class A Notes, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (ed) If the Trust Manager does not at any time and for any reason determine a Principal Payment Payment, the Invested Amount or the Principal Stated Amount applicable to a US$ Note Class A Notes in accordance with the Transaction Documents, the Principal Payment Payment, Invested Amount and the Principal Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ Non-A$ Notes, until their final maturity or such earlier date on which the US$ Non-A$ Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Non-A$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ Notes, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in the relevant Condition 4 and confirm with each Currency Swap Provider (using the contact details notified by each Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this agreement is the same as the LIBOR determined by that Currency Swap Provider under the relevant Currency Swap; (iii) determine EURIBOR for each Interest Period for the Class A3 Notes, and calculate the relevant Interest and the Interest Rate on the Class A3 Notes, in the manner set out in the relevant Condition 4 and confirm with the Currency Swap Provider under the Class A3 Currency Swap (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the EURIBOR determined under this agreement is the same as the EURIBOR determined by that Currency Swap Provider under the Class A3 Currency Swap; and (iiiiv) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ Non-A$ Notes, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of US$ Non-A$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication.. Agency Agreement [ALLENS XXXXXX XXXXXXXX LOGO] -------------------------------------------------------------------------------- (c) The Interest and Interest Rate for each Class of US$ Non-A$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Non-A$ Noteholders in the event of an amendment of the Interest Period. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Non-A$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Non-A$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Class A Notes, until their final maturity or such earlier date on which the US$ Class A Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Class A Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent;; AGENCY AGREEMENT [Allens Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ A Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider that the LIBOR determined under this agreement is the same as LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, Trustee and the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates.; and (biv) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each the Class of US$ A Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agreesPeriod, provided that the Trustee, Trustee and the Calculation Agent Manager and the Note Trustee shall co-operate with the Trust Manager Calculation Agent in order to effect that publication. (cb) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under sub-paragraph (biv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Class A Noteholders in the event of an amendment a shortening of the Interest Period. (dc) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Notefor the Class A Notes, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (ed) If the Trust Manager does not at any time and for any reason determine a Principal Payment Payment, the Invested Amount or the Principal Stated Amount applicable to a US$ Note Class A Notes in accordance with the Transaction Documents, the Principal Payment Payment, Invested Amount and the Principal Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Class A-1 Notes, until their final maturity or such earlier date on which the US$ Class A-1 Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Class A-1 Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ A-1 Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this agreement is the same as the LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents and each the Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Interest Period, of the Interest Rate Rates and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager shall on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each the Class of US$ A-1 Notes for each Interest Period Period, together with the relevant Payment Date, to be published (subject to clause 2320, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication.. Agency Agreement [Allens Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (c) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Class A-1 Noteholders in the event of an amendment of to the Interest Period. (d) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Class A-1 Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Offshore Notes, until their final maturity or such earlier date on which the US$ Offshore Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Offshore Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR (in respect of the Class A-2 Notes) for each Quarterly Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with each the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR and EURIBOR determined under this agreement is the same as the LIBOR and EURIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents Agents, and each the Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Quarterly Interest PeriodPeriod for each such Class of Offshore Notes, of the Interest Rate Rates and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Quarterly Interest Period and each Class of US$ NotesPeriod, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager shall on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of US$ the relevant Offshore Notes for each Quarterly Interest Period Period, together with the relevant -------------------------------------------------------------------------------- Page 9 + AGENCY AGREEMENT ALLENS XXXXXX XXXXXXXX -------------------------------------------------------------------------------- Payment Date, to be published (subject to clause 2320, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Quarterly Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Offshore Noteholders in the event of an amendment of to the Quarterly Interest Period. (d) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ an Offshore Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ Class A Notes, until their final maturity or such earlier date on which the US$ Class A Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Class A Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ Class A Notes, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ A Notes, in the manner set out in the relevant Condition 4 and confirm with each the Class A Currency Swap Provider (using the contact details notified by the Class A Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this agreement is the same as the LIBOR determined by that the Class A Currency Swap Provider under the relevant Class A Currency Swap; and (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents Agents, the Irish Stock Exchange (for so long as the Class A Notes are listed on the Irish Stock Exchange) and each the Class A Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each the Class of US$ A Notes, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each the Class of US$ A Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest Rate for each the Class of US$ A Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Class A Noteholders in the event of an amendment of the Interest Period. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Class A Note, the Trust Manager shall do so and each -------------------------------------------------------------------------------- Page 8 Agency Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Class A Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ Notes, until their final maturity or such earlier date on which the US$ Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ Notes, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Agency Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- Notes, in the manner set out in the relevant Condition 4 and confirm with each Currency Swap Provider (using the contact details notified by each Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this agreement is the same as the LIBOR determined by that Currency Swap Provider under the relevant Currency Swap; and (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ Notes, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of US$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Noteholders in the event of an amendment of the Interest Period. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Offshore Notes, until their final maturity or such earlier date on which the US$ Offshore Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Offshore Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR (in respect of the Class A-2 Notes) for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with each the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR and EURIBOR determined under this agreement is the same as the LIBOR and EURIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents Agents, the Irish Stock Exchange (for so long as the Class A-2 Notes are listed on the Irish Stock Exchange) and each the Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Interest Period, of the Interest Rate Rates and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager shall on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to the relevant Offshore Notes and each Class of US$ Notes Interest Coupon for each Interest Period Period, together with the relevant Payment Date, to be published (subject to clause 2320, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Noteholders in the event of an amendment of the Interest Period. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.Allens Arthur Robinson + Agency Agreement --------------------------------------------------------------------------------

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ Class A2 Notes, until their final maturity or such earlier date on which the US$ Class A2 Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Class A2 Notes to the Principal Paying Agent or, if applicable, the Note Trustee:: Agency Agreement [Allens Xxxxxx Xxxxxxxx Logo] -------------------------------------------------------------------------------- (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ A2 Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider that the LIBOR determined under this agreement is the same as LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents and each Agents, the Currency Swap Provider and the Luxembourg Stock Exchange (for so long as the Class A2 Notes are listed on the Luxembourg Stock Exchange) by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each the Class of US$ A2 Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Class A2 Noteholders in the event of an amendment a shortening of the Interest Period. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Class A2 Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note Class A2 Notes in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.Agency Agreement [Allens Xxxxxx Xxxxxxxx Logo] --------------------------------------------------------------------------------

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ Notes, until their final maturity or such earlier date on which the US$ Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee:: Agency Agreement [ALLENS XXXXXX XXXXXXXX LOGO] -------------------------------------------------------------------------------- (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ Notes, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in the relevant Condition 4 and confirm with each Currency Swap Provider (using the contact details notified by each Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this agreement is the same as the LIBOR determined by that Currency Swap Provider under the relevant Currency Swap; and (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ Notes, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of US$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Noteholders in the event of an amendment of the Interest Period. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed -------------------------------------------------------------------------------- Page 8 Agency Agreement [ALLENS XXXXXX XXXXXXXX LOGO] -------------------------------------------------------------------------------- to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Offshore Notes, until their final maturity or such earlier date on which the US$ Offshore Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Offshore Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR (in respect of the Class A-2 Notes) for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with each the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR and EURIBOR determined under this agreement is the same as Agency Agreement [ALLENS XXXXXX XXXXXXXX LOGO] -------------------------------------------------------------------------------- the LIBOR and EURIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, the Paying Agents Agents, the Irish Stock Exchange (for so long as the Class A-2 Notes are listed on the Irish Stock Exchange) and each the Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Interest Period, of the Interest Rate Rates and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates. (b) The Trust Manager shall on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each Class of US$ the relevant Offshore Notes for each Interest Period Period, together with the relevant Payment Date, to be published (subject to clause 2320, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agrees, provided that the Trustee, the Calculation Agent and the Note Trustee shall co-operate with the Trust Manager in order to effect that publication. (c) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under paragraph (b) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Offshore Noteholders in the event of an amendment of to the Interest Period. (d) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ an Offshore Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (e) If the Trust Manager does not at any time for any reason determine a Principal Payment or the Principal Amount applicable to a US$ Note in accordance with the Transaction Documents, the Principal Payment and the Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, shall in relation to US$ Notes, each Class of Class A Notes until their final maturity or such earlier date on which the US$ Class A Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Class A Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office in London as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider that the LIBOR determined under this agreement Agreement is the same as LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, Trustee and the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates.; and (biv) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each the Class of US$ A Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agreesPeriod, provided that the Trustee, Trustee and the Calculation Agent -------------------------------------------------------------------------------- Page 8 Agency Agreement Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- Manager and the Note Trustee shall co-operate with the Trust Manager Calculation Agent in order to effect that publication. (cb) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under sub-paragraph (biv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Class A Noteholders in the event of an amendment a shortening of the Interest Period. (dc) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on for a US$ Class A Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (ed) If the Trust Manager does not at any time for any reason determine a Principal Payment Payment, the Invested Amount or the Principal Stated Amount applicable to a US$ Note Class A Notes in accordance with the Transaction Documents, the Principal Payment Payment, Invested Amount and the Principal Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Class A Notes, until their final maturity or such earlier date on which the US$ Class A Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Class A Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider that the LIBOR determined under this agreement Agreement is the same as LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, Trustee and the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens Xxxxxx Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates.; and (biv) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each the Class of US$ A Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agreesPeriod, provided that the Trustee, Trustee and the Calculation Agent Manager and the Note Trustee shall co-operate with the Trust Manager Calculation Agent in order to effect that publication. (cb) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under sub-paragraph (biv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Class A Noteholders in the event of an amendment a shortening of the Interest Period. (dc) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Notefor the Class A Notes, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (ed) If the Trust Manager does not at any time for any reason determine a Principal Payment Payment, the Invested Amount or the Principal Stated Amount applicable to a US$ Note Class A Notes in accordance with the Transaction Documents, the Principal Payment Payment, Invested Amount and the Principal Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to US$ the Class A-1 Notes, until their final maturity or such earlier date on which the US$ Class A-1 Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the US$ Class A-1 Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period for the US$ NotesPeriod, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ A-1 Notes, in the manner set out in Condition 4 and confirm with each the Currency Swap Provider that the LIBOR determined under this agreement is the same as LIBOR determined by that the Currency Swap Provider under the relevant Currency Swap; and; (iii) notify the Trustee, the Trust Manager, the Note Trustee, Trustee and the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 9 Agency Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- Period, of the Interest Rate and the AGENCY AGREEMENT Allens Xxxxxx Xxxxxxxx ------------------------------------------------------------------------------- Interest so determined by it in relation to that Interest Period and each Class of US$ NotesPeriod, specifying to those parties the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates.; and (biv) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to each the Class of US$ A-1 Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period unless the Note Trustee otherwise agreesPeriod, provided that the Trustee, Trustee and the Calculation Agent Manager and the Note Trustee shall co-operate with the Trust Manager Calculation Agent in order to effect that publication. (cb) The Interest and Interest, Interest Rate for each Class of US$ Notes and relevant Payment Date published under sub-paragraph (biv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to US$ Class A-1 Noteholders in the event of an amendment a shortening of the Interest Period. (dc) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest payable on a US$ Notefor the Class A-1 Notes, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it reasonably considers shall deem fair and reasonable in all the circumstances. (ed) If the Trust Manager does not at any time and for any reason determine a Principal Payment Payment, the Invested Amount or the Principal Stated Amount applicable to a US$ Note Class A-1 Notes in accordance with the Transaction Documents, the Principal Payment Payment, Invested Amount and the Principal Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.