[PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 000 000]
Issuer Trustee
MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager
[THE BANK OF NEW YORK, NEW YORK BRANCH]
Note Trustee
[THE BANK OF NEW YORK, NEW YORK BRANCH]
Note Registrar
[THE BANK OF NEW YORK, NEW YORK BRANCH]
Principal Paying Agent
[THE BANK OF NEW YORK, NEW YORK BRANCH]
Agent Bank
[THE BANK OF NEW YORK, LONDON BRANCH]
Paying Agent
AGENCY AGREEMENT
PUMA GLOBAL TRUST NO. [ ]
XXXXXXX VTZ
Levels 00-00 Xx 0 X'Xxxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
Tel + 00 0 0000 0000 Fax + 00 0 0000 0000
OUR REF - 801/706/21723315 CONTACT - XXXXXX XXXXX
XXXXXX o MELBOURNE o BRISBANE o PERTH o CANBERRA o DARWIN
Liability is limited by the Solicitors Scheme under
the Professional Standards Act 1994 NSW
TABLE OF CONTENTS
1...........DEFINITIONS AND INTERPRETATION........................................................................2
1.1 Definitions...............................................................................2
1.2 Sub-Fund Notice and Trust Deed definitions................................................3
1.3 Interpretation............................................................................4
1.4 Issuer Trustee capacity...................................................................5
1.5 Transaction Document and Issuing Document.................................................5
1.6 Incorporated definitions and other Transaction Documents and provisions...................5
2...........APPOINTMENT OF PAYING AGENTS..........................................................................6
2.1 Appointment...............................................................................6
2.2 Several obligations of Paying Agents......................................................6
3...........PAYMENTS..............................................................................................6
3.1 Payment by Issuer Trustee.................................................................6
3.2 Payments by Paying Agents.................................................................6
3.3 Method of payment for Book-Entry Notes....................................................6
3.4 Method of payment for Definitive Notes....................................................6
3.5 Non-payment...............................................................................7
3.6 Late payment..............................................................................7
3.7 Reimbursement.............................................................................7
3.8 Payment under Currency Swap...............................................................7
3.9 Principal Paying Agent holds funds on trust...............................................7
3.10 Principal Paying Agent may deal with funds................................................8
3.11 No set-off................................................................................8
3.12 Holders of Class A Notes..................................................................8
3.13 Repayment of moneys.......................................................................8
3.14 Paying Agents to record, notify payments and deliver surrendered Class A
Notes.....................................................................................9
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 Note Trustee to perform Agent Bank's function.............................................9
4.5 Documents to Agent Bank..................................................................10
5...........APPOINTMENT AND DUTIES OF THE NOTE REGISTRAR.........................................................10
5.1 Note Registrar...........................................................................10
5.2 Note Register to be Kept.................................................................10
5.3 Transfer or exchange of Class A Notes....................................................10
5.4 Replacement of lost or mutilated Class A Notes...........................................11
5.5 Obligations upon transfer, exchange or replacement of Class A Notes......................11
5.6 No charge for transfer or exchange.......................................................11
5.7 Restricted period........................................................................11
5.8 Cancellation of Class A Notes............................................................12
5.9 Provision of information and inspection of register......................................12
5.10 Correctness of register and information..................................................12
5.11 Non-recognition of equitable interests...................................................12
5.12 Rectification of Note Register...........................................................13
6...........NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS.........................................................13
6.1 Following enforcement of the Charge or issue of Definitive Notes.........................13
i.
6.2 Good discharge to Issuer Trustee.........................................................14
6.3 Change of Authorised Officers............................................................14
7...........REDEMPTION OF CLASS A NOTES..........................................................................14
7.1 Part redemption of Class A Notes on Quarterly Payment Dates..............................14
7.2 Early redemption.........................................................................14
8...........GENERAL PAYING AGENT MATTERS.........................................................................15
8.1 Notices to Class A Noteholders...........................................................15
8.2 Copies of documents for inspection.......................................................15
8.3 Notice of any withholding or deduction...................................................15
9...........INDEMNITY............................................................................................15
9.1 Indemnity by Issuer Trustee..............................................................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 Principal Paying Agent....................................17
10.5 Records held by Note Registrar...........................................................17
10.6 Successor to Principal Paying Agent, Agent Bank, Note Registrar..........................17
10.7 Notice to Class A Noteholders............................................................18
10.8 Change in Specified Office...............................................................18
11..........MISCELLANEOUS DUTIES AND PROTECTION..................................................................19
11.1 Agents are agents of the Issuer Trustee..................................................19
11.2 Agency...................................................................................19
11.3 Reliance.................................................................................19
11.4 Entitled to deal.........................................................................19
11.5 Consultation.............................................................................19
11.6 Duties and obligations...................................................................20
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..........................................................................21
12.5 No commission............................................................................21
12.6 Issuer Trustee personally liable for fees................................................21
12.7 Timing of payments.......................................................................21
12.8 Increase in fees.........................................................................21
13..........NOTICES..............................................................................................21
13.1 Method of delivery.......................................................................21
13.2 Deemed receipt...........................................................................22
13.3 Communications through Principal Paying Agent............................................22
13.4 Email....................................................................................22
14..........ISSUER TRUSTEE'S LIMITATION OF LIABILITY.............................................................22
14.1 Limitation on Issuer Trustee's liability.................................................22
14.2 Claims against Issuer Trustee............................................................23
14.3 Breach of trust..........................................................................23
14.4 Acts or omissions........................................................................23
ii.
14.5 No authority.............................................................................23
14.6 No obligation............................................................................23
15..........GENERAL..............................................................................................24
15.1 Waiver...................................................................................24
15.2 Written waiver, consent and approval.....................................................24
15.3 Severability.............................................................................24
15.4 Survival of indemnities..................................................................24
15.5 Assignments..............................................................................24
15.6 Successors and assigns...................................................................24
15.7 Moratorium legislation...................................................................24
15.8 Amendments...............................................................................24
15.9 Governing law............................................................................25
15.10 Jurisdiction.............................................................................25
15.11 Counterparts.............................................................................25
15.12 Limitation of Note Trustee's liability...................................................25
iii.
THIS AGENCY AGREEMENT MADE ON [ ]
PARTIES [PERPETUAL TRUSTEES AUSTRALIA LIMITED, ABN 86 000 431
827, a company duly incorporated in Australia and
registered in New South Wales and having an office at
Level 0, 0 Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxx, in its
capacity as trustee of the PUMA Trust (as hereinafter
defined)] (hereinafter included in the expression the
"ISSUER TRUSTEE")
MACQUARIE SECURITISATION LIMITED, ABN 16 003 297 336, a
company duly incorporated in Australia and registered in
New South Wales and having an office at Level 00, 00
Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxx (hereinafter included by
incorporation in the expression the "MANAGER")
[THE BANK OF NEW YORK, NEW YORK BRANCH a New York
banking corporation acting through its New York branch
at 000 Xxxxxxx Xxxxxx, 00X, Xxx Xxxx, Xxx Xxxx 00000 as
trustee of the Note Trust (as hereinafter defined)
](hereinafter included by incorporation in the
expression the "NOTE TRUSTEE")
[THE BANK OF NEW YORK, NEW YORK BRANCH a New York
banking corporation acting through its New York branch
at 000 Xxxxxxx Xxxxxx, 00X, Xxx Xxxx, Xxx Xxxx 00000]
(hereinafter included in the expression the "NOTE
REGISTRAR")
[THE BANK OF NEW YORK, NEW YORK BRANCH a New York
banking corporation acting through its New York branch
at 000 Xxxxxxx Xxxxxx, 00X, Xxx Xxxx, Xxx Xxxx 00000
](hereinafter included in the expression the "PRINCIPAL
PAYING AGENT")
[THE BANK OF NEW YORK, NEW YORK BRANCH a New York
banking corporation acting through its New York branch
at 000 Xxxxxxx Xxxxxx, 00X, Xxx Xxxx, Xxx Xxxx 00000 as
trustee of the Note Trust] (hereinafter included in the
expression the "AGENT BANK")
[THE BANK OF NEW YORK, LONDON BRANCH a New York banking
corporation acting through its London branch of 48th
floor, One Canada Xxxxxx, Xxxxxx X00 0XX] (hereinafter
included in the expression the "PAYING AGENT")
RECITALS
A. The Issuer Trustee, in its capacity as trustee of the PUMA Trust,
proposes to issue [ ] Class [ ] Mortgage Backed Floating Rate Notes
due [ ] (the "CLASS [ ] NOTES").
[insert similar definition for any other notes denominated in a
currency other than Australian dollars]
B. The Class [ ] Notes will be constituted pursuant to the Note Trust
Deed.
C. The Issuer Trustee wishes to appoint [The Bank of New York, New York
Branch] as the initial Principal Paying Agent, the initial Note
Registrar and the initial Agent Bank in respect of the Class [ ]
Notes and [The Bank of New York, New York Branch] has accepted these
appointments on the terms and conditions of this Agreement.
D. The Issuer Trustee wishes to appoint [The Bank of New York, London
Branch] as an initial Paying Agent in respect of the Class [ ] Notes
and [The Bank of New York, London Branch] has accepted that
appointment on the terms and conditions of this Agreement.
1.
THE PARTIES AGREE
1. DEFINITIONS AND INTERPRETATION
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1.1 DEFINITIONS
In this Agreement, unless the contrary intention appears:
"AGENT" means a several reference to each Paying Agent, the Note
Registrar, and the Agent Bank.
"AGENT BANK" means initially [The Bank of New York, New York Branch]
or, if [The Bank of New York, New York Branch] resigns or its
appointment is terminated as the Issuer Trustee's reference agent in
respect of the Class [ ] 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 Trustee and the Manager, has the same meaning
as "Authorised Signatory" in the Trust Deed;
(b) the Note Trustee, the Note Registrar, the Agent Bank and
the Principal Paying Agent while these are the same
person as the Note Trustee, has the same meaning as the
term "Authorised Officer" in relation to the Note
Trustee in the Note Trust Deed;
(c) The [Bank of New York, London Branch] as Paying Agent
means a responsible officer of the Corporate Trust
Administration department of the Paying Agent; and
(d) 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.
"BOOK-ENTRY NOTE" has the same meaning as in the Note Trust Deed.
"DEFINITIVE NOTE" has the same meaning as in the Note Trust Deed.
"DEPOSITORY" has the same meaning as in the Note Trust Deed.
"EXCHANGE ACT" means the Securities Exchange Act of 1934 of the
United States of America.
"INSOLVENCY EVENT" has the same meaning as in the Security Trust
Deed.
"ISSUER TRUSTEE" means initially [Perpetual Trustees Australia
Limited] or, if [Perpetual Trustees Australia Limited] retires or is
removed as trustee of the PUMA Trust under the Trust Deed, the then
substitute Trustee.
"NOTE REGISTER" means the register established in accordance with
clause [5.2].
"NOTE REGISTRAR" means [The Bank of New York, New York Branch] or if
[The Bank of New York, New York Branch] resigns or its appointment
is terminated as note registrar in respect of the Class [ ] Notes,
the person from time to time appointed in its place to perform the
functions of such note registrar under this Agreement.
"NOTE TRUST" means the trust of that name constituted by the Note
Trust Deed.
2.
"PAYING AGENT" means [The Bank of New York, London Branch] until it
resigns or its appointment is terminated as paying agent and each
other person from time to time appointed hereunder to perform the
functions of a paying agent and, except where the context otherwise
requires, includes the Principal Paying Agent.
"PRINCIPAL PAYING AGENT" means [The Bank of New York, New York
Branch], or, if [The Bank of New York, New York Branch] 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.
"PUMA TRUST" means the trust known as the PUMA Global Trust No. [ ]
established pursuant to the Trust Deed and the Sub-Fund Notice.
"[QUARTERLY] SERVICING REPORT" has the same meaning as in the Note
Conditions.
"RELEVANT PARTIES" has the same meaning as in the Note Conditions.
"SPECIFIED OFFICE" in relation to:
(a) the Note Registrar, means the offices of the Note
Registrar as specified in the Note Conditions or
otherwise under this Agreement as the offices of the
Note Registrar where surrenders of Class [ ] Notes for
transfer, exchange, replacement or redemption will occur
and where, in respect of one of such offices, the Note
Register will be kept, as varied from time to time in
accordance with this Agreement;
(b) a Paying Agent, means the office of the Paying Agent
specified in the Note Conditions or otherwise under this
Agreement as the office at which payments in respect of
the Class [ ] 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 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.
"SUB-FUND NOTICE" means the Sub-Fund Notice dated on or prior to the
date of this Agreement issued by the Manager to the Issuer Trustee
and accepted by the Issuer Trustee.
"TAX" has the same meaning as in the Security Trust Deed.
"TRUST DEED" means the Consolidated PUMA Trust Deed dated 13 July
1990 (as amended and supplemented from time to time) between the
person referred to therein as the Founder and Perpetual Trustees
Australia Limited.
"UCC" means the Uniform Commercial Code of New York.
1.2 SUB-FUND NOTICE AND TRUST DEED DEFINITIONS
Subject to clause [1.6], unless defined in this Agreement, words and
phrases defined in either or both of the Trust Deed and the Sub-Fund
Notice have the same meaning in this Agreement. Where there is any
inconsistency in a definition between this Agreement (on the one
hand) and the Trust Deed or the Sub-Fund Notice (on the other hand),
this Agreement prevails. Where there is any inconsistency in a
definition between the Trust Deed and the Sub-Fund Notice, the
Sub-Fund Notice prevails over the Trust Deed in respect of this
Agreement. Subject to clause
3.
[1.6], where words or phrases used but not defined in this Agreement
are defined in the Trust Deed in relation to a Fund (as defined in
the Trust Deed) such words or phrases are to be construed in this
Agreement, where necessary, as being used only in relation to the
PUMA Trust (as defined in this Agreement).
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 Recitals;
(c) the expression "PERSON" includes an individual, the
estate of an individual, a body politic, a corporation
and a statutory or other authority or association
(incorporated or unincorporated);
(d) a reference to a person includes that person's
executors, administrators, successors, substitutes and
assigns, including any person taking by way of novation;
(e) subject to clause [1.6], a reference to any document or
agreement is to such document or agreement as amended,
novated, supplemented, varied or replaced from time to
time;
(f) a reference to any legislation or to any section or
provision of any legislation includes any statutory
modification or re-enactment or any statutory provision
substituted for that legislation and all ordinances,
by-laws, regulations and other statutory instruments
issued under that legislation, section or provision;
(g) words importing the singular include the plural (and
vice versa) and words denoting a given gender include
all other genders;
(h) a reference to a clause is a reference to a clause of
this Agreement;
(i) a reference to "WILFUL DEFAULT" in relation to a party
means, subject to clause [1.3(j)], any wilful failure by
that party to comply with, or wilful breach by that
party of, any of its obligations under any Transaction
Document, other than a failure or breach which:
(i) A. arises as a result of a
breach of a Transaction Document
by a person other than:
(1) that party; or
(2) any other person
referred to in clause
[1.3(j)]; and
B. the performance of the action
(the non-performance of which
gave rise to such breach) is a
pre-condition to that party
performing the said obligation;
or
(ii) is in accordance with a lawful court order
or direction or is required by law; or
(iii) is in accordance with a proper instruction
or direction given at a meeting convened
under any Transaction Document;
(j) a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL
DEFAULT" of a party means the
4.
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 New York;
(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 PUMA Trust
having actual knowledge, actual awareness or actual
notice of that thing, or grounds or reason to believe
that thing (and similar references will be interpreted
in this way); and
(p) a reference to the enforcement of the Charge means that
the Security Trustee appoints (or the Voting Secured
Creditors as contemplated by clause [8.4] of the
Security Trust Deed appoint) a Receiver over any Charged
Property, or takes possession of any Charged Property,
pursuant to the Security Trust Deed (expressions used in
this clause have the same meanings as in the Security
Trust Deed).
1.4 ISSUER TRUSTEE CAPACITY
In this Agreement, except where provided to the contrary:
(a) (REFERENCES TO ISSUER TRUSTEE): a reference to the
Issuer Trustee is a reference to the Issuer Trustee in
its capacity as trustee of the PUMA Trust only, and in
no other capacity; and
(b) (REFERENCES TO ASSETS OF THE ISSUER TRUSTEE): a
reference to the undertaking, assets, business or money
of the Issuer Trustee is a reference to the undertaking,
assets, business or money of the Issuer Trustee in the
capacity referred to in paragraph (a).
1.5 TRANSACTION DOCUMENT AND ISSUING DOCUMENT
For the purposes of the Trust Deed and the Sub-Fund Notice, this
Agreement is a Transaction Document and an Issuing Document in
relation to the PUMA Trust.
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
5.
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 Trustee, 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 Class [ ] Notes pursuant to
the Transaction Documents at their respective Specified Offices in
accordance with the terms and conditions of this Agreement. The
Principal Paying Agent, and each other Paying Agent, xxxxxx 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 TRUSTEE
Subject to clause [3.8], the Issuer Trustee must not later than
[10.00 am] on each Quarterly Payment Date, pay to or to the order of
the Principal Paying Agent to an account in the name of "PUMA Global
Trust No. [ ]" (or such other account as may be determined by the
Manager and notified to the Note Trustee, the Issuer Trustee and
each Paying Agent, from time to time) and specified by the Principal
Paying Agent in same day funds the amount in [US$] as may be
required (after taking account of any money then held by the
Principal Paying Agent and available for the purpose) to be paid on
that [Quarterly] Payment Date in respect of the Class [ ] Notes
under the 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
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 Class [ ]
Noteholders on behalf of the Issuer Trustee on each [Quarterly]
Payment Date the relevant amounts of principal and interest due in
respect of the Class [ ] Notes in accordance with this Agreement and
the Note Conditions.
3.3 METHOD OF PAYMENT FOR BOOK-ENTRY NOTES
The Principal Paying Agent will cause all payments of principal or
interest (as the case may be) due in respect of Book-Entry Notes to
be made to the Depository or, if applicable, to its nominee, in
whose name the Book-Entry Notes are registered to the account or
accounts designated by the Depository or, if applicable, that
nominee and otherwise in accordance with condition [8.1] of the Note
Conditions.
3.4 METHOD OF PAYMENT FOR DEFINITIVE NOTES
The Paying Agents will cause all payments of principal or interest
(as the case may be) due in respect of Definitive Notes to be made
in accordance with condition [8.1] of the Note Conditions.
6.
3.5 NON-PAYMENT
(a) (NO OBLIGATION ON PAYING AGENTS): If the Issuer Trustee
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 Note Trustee, the Issuer Trustee, the Security
Trustee and the Manager if the full amount of any
payment of principal or interest in respect of the Class
[ ] Notes required to be made pursuant to the 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 Class [ ]
Notes as provided in this clause [3].
(b) (NOTICE): If the Principal Paying Agent does not receive
on a [Quarterly] Payment Date the full amount of
principal and interest then payable on any Class [ ]
Note in accordance with the Note Conditions, but
receives the full amount later, it will:
(i) forthwith upon receipt of the full amount
notify the other Paying Agents, the Issuer
Trustee, the 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 Note Conditions, to
the Class [ ] 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 Trustee) on demand promptly reimburse each other
Paying Agent for payments of principal and interest properly made by
that Paying Agent in accordance with the Note Conditions and this
Agreement. The Issuer Trustee 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 Trustee in respect of such moneys.
3.8 PAYMENT UNDER CURRENCY SWAP[S]
The payment by the Issuer Trustee of its Australian dollar payment
obligations under the Sub-Fund Notice on each [Quarterly] Payment
Date to the Currency Swap Provider[s] will be a good discharge of
its corresponding [US dollar] obligations under clause [3.1] (but
will not relieve the Issuer Trustee of any liability in respect of
any default in payment in respect of a Class [ ] Note under any
other Transaction Document).
3.9 PRINCIPAL PAYING AGENT HOLDS FUNDS ON TRUST
Each Paying Agent will hold in a separate account on trust for the
Note Trustee and the Class [ ]
7.
Noteholders all sums held by such Paying Agent for the payment of
principal and interest with respect to the Class [ ] Notes until
such sums are paid to the Note Trustee or the Class [ ] Noteholders
in accordance with the Note Trust Deed or the 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 Class [ ] Notes in respect of moneys payable by
it under this Agreement.
3.12 HOLDERS OF CLASS [ ] 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) (BOOK-ENTRY NOTES): who is, while a Book-Entry Note
remains outstanding, the registered owner of that
Book-Entry Note as recorded in the Note Register as the
absolute owner of that Book-Entry Note and as the person
entitled to receive payments of principal or interest
(as applicable) and each person shown in the records of
the Depository as the holder of any Class [ ] Note
represented by a Book-Entry Note will be entitled to
receive from the registered owner of that Book-Entry
Note any payment so made only in accordance with the
respective rules and procedures of the Depository;
(b) (DEFINITIVE NOTES): who is the registered owner of any
Definitive Note as recorded in the Note Register as the
absolute owner or owners of that Definitive Note
(whether or not that 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) (NOTE TRUSTEE): who, when a Book-Entry Note in respect
of any Class [ ] Note is no longer outstanding but
Definitive Notes in respect of the Class [ ] Notes have
not been issued, is for the time being the Note Trustee,
as the person entrusted with the receipt of principal or
interest, as applicable, on behalf of the relevant Class
[ ] 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 Class [ ] Note
becoming void under the Note Conditions, the Principal
Paying Agent will repay to the Issuer Trustee the amount
which would have been due in respect of that principal
or interest if it had been paid before the entitlement
became void, together with any fees applicable to that
payment or entitlement (pro rated as to the amount and
time) to the extent already paid under clause [12].
8.
(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
Trustee while any fees and expenses which should have
been paid to or to the order of the Principal Paying
Agent or, if applicable, the Note Trustee, by the Issuer
Trustee remain unpaid.
3.14 PAYING AGENTS TO RECORD, NOTIFY PAYMENTS AND DELIVER SURRENDERED
CLASS [ ] NOTES
Each Paying Agent must:
(a) (NOTIFY NOTE REGISTRAR): promptly notify the Note
Registrar of each payment made by it, or at its
direction, to Class [ ] Noteholders in respect of the
Class [ ] Notes;
(b) (RECORDS): keep a full and complete record of each
payment made by it, or at its direction, to Class [ ]
Noteholders and provide copies of such records to the
Issuer Trustee, the Manager, the Note Trustee or the
Note Registrar upon request; and
(c) (DELIVER): promptly deliver to the Note Registrar any
Class [ ] Notes surrendered to it pursuant to condition
[8.2] of the Note Conditions.
A record by a Paying Agent under this clause [3.14] is sufficient
evidence, unless the contrary is proved, of the relevant payments
having been made or not made.
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4. APPOINTMENT AND DUTIES OF THE AGENT BANK
4.1 APPOINTMENT
The Issuer Trustee, at the direction of the Manager, hereby appoints
the Agent Bank as its initial reference agent in respect of the
Class [ ] 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 Note Conditions to be performed or
made by it until the Class [ ] Notes are redeemed (or deemed to be
redeemed) in full in accordance with the Note Conditions and must
perform any other duties as requested by the Issuer Trustee, the
Manager or the Principal Paying Agent which are reasonably
incidental to those duties.
4.3 NOTIFICATION BY AGENT BANK
If the Agent Bank fails to perform any duty or to make any
calculation, determination, notification or publication as provided
in clause [4.2], it must forthwith notify the Issuer Trustee, the
Manager, the Note Trustee, the Principal Paying Agent and the
Currency Swap Provider thereof.
4.4 NOTE TRUSTEE TO PERFORM AGENT BANK'S FUNCTION
If the Agent Bank for any reason does not determine by close of
business on the relevant Rate Set Date (as defined in the Note
Conditions) the Interest Rates for the Class [ ] Notes, or calculate
an Interest Amount (each as defined in the Note Conditions), the
Note Trustee must do so and each such determination or calculation
will be as if made by the Agent Bank for the purposes of the Note
Conditions. In doing so, the Note Trustee will apply the provisions
of condition [6] of the Note Conditions, with any necessary
consequential amendments, to the
9.
extent that it can and, in all other respects it will do so in such
a manner as it considers fair and reasonable in all the
circumstances.
4.5 DOCUMENTS TO AGENT BANK
The Manager and the Issuer Trustee will provide to the Agent Bank
such documents and other information as the Agent Bank reasonably
requires in order for the Agent Bank to properly fulfil its duties
in respect of the Class [ ] Notes.
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5. APPOINTMENT AND DUTIES OF THE NOTE REGISTRAR
5.1 NOTE REGISTRAR
The Issuer Trustee, at the direction of the Manager, hereby appoints
the Note Registrar as its initial note registrar in respect of the
Class [ ] Notes upon the terms and conditions contained in this
Agreement and the Note Registrar hereby accepts that appointment.
5.2 NOTE REGISTER TO BE KEPT
The Note Registrar must keep a register, at one of its Specified
Offices, in which, subject to such reasonable regulations as the
Note Registrar may prescribe, the Note Registrar must keep a full
and complete record of:
(a) (CLASS [ ] NOTEHOLDER DETAILS): the name, address and,
where applicable, taxation, social security or other
identifying number of each Class [ ] Noteholder, the
details of the Class [ ] Notes held by that Class [ ]
Noteholder and the details of the account to which any
payments due to the Class [ ] Noteholder are to be made
in each case as notified by that Class [ ] Noteholder
from time to time;
(b) (EXCHANGE ETC. OF CLASS [ ] NOTES): the issue and any
exchange, transfer, replacement, redemption (in whole or
part) or cancellation of a Class [ ] Note;
(c) (PAYMENTS): all payments made in respect of the Class [
] Notes (as notified to it by each Paying Agent pursuant
to clause [3.14(a)]);
(d) (PRINCIPAL): the Principal Balance of each Class [ ]
Note from time to time (as notified to it by the Manager
pursuant to clause [7.1]); and
(e) (OTHER INFORMATION): such other information as the
Manager reasonably requires or the Note Registrar
considers appropriate or desirable.
5.3 TRANSFER OR EXCHANGE OF CLASS [ ] NOTES
Class [ ] Notes held by a Class [ ] Noteholder may be transferred or
may be exchanged for other Class [ ] Notes in any authorised
denominations and a like Principal Balance, provided in each case
that the requirements of [Section 8-401(a) of the UCC] are met, by
that Class [ ] Noteholder upon:
(a) (SURRENDER AND INSTRUMENT OF TRANSFER OR EXCHANGE): the
surrender of the Class [ ] Notes to be transferred or
exchanged duly endorsed with, or accompanied by, a
written instrument of transfer or exchange in the form,
in the case of a transfer, annexed to such Class [ ]
Notes or otherwise in a form satisfactory to the Note
Registrar duly executed by the Class [ ] Noteholder, or
its attorney duly authorised in writing, with such
signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note
Registrar which requirements include membership of, or
participation in, STAMP or such other "signature
guarantee program" as may be determined by the Note
Registrar in addition to, or in
10.
substitution for, STAMP, all in accordance with the
Exchange Act; and
(b) (OTHER DOCUMENTS): the provision of such other documents
as the Note Registrar may reasonably require,
to the Note Registrar at a Specified Office of the Note Registrar.
5.4 REPLACEMENT OF LOST OR MUTILATED CLASS [ ] NOTES
If any Class [ ] Note is lost, stolen, mutilated, defaced or
destroyed it may, [provided that the requirements of Section 8-405
of the UCC are met], be replaced with other Class [ ] Notes in any
authorised denomination, and a like Principal Balance, upon
surrender to the Note Registrar of the Class [ ] Notes to be
replaced (where the Class [ ]Note has been mutilated or defaced) at
a Specified Office of the Note Registrar, the provision of such
evidence and indemnities as the Note Registrar or the Issuer Trustee
may reasonably require and payment of the Note Registrar's and the
Issuer Trustee's expenses incurred, and any tax or governmental
charge that may be imposed, in connection with such replacement.
5.5 OBLIGATIONS UPON TRANSFER, EXCHANGE OR REPLACEMENT OF CLASS [ ] NOTES
Subject to this Agreement, upon compliance by the relevant Class []
Noteholder with the provisions of clauses [5.3 or 5.4], as
applicable, in relation to the transfer, exchange or replacement of
any Class [ ] Notes:
(a) (ADVISE ISSUER TRUSTEE): the Note Registrar must within
[3] Business Days so advise the Issuer Trustee and the
Note Trustee (if it is not the Note Registrar) in
writing and provide details of the new Class [ ] Notes
to be issued in place of those Class [ ] Notes;
(b) (EXECUTION AND AUTHENTICATION): the Issuer Trustee must,
within [3] Business Days of such advice, execute and
deliver to the Note Trustee for authentication in the
name of the relevant Class [ ] Noteholder or the
designated transferee or transferees, as the case may
be, one or more new Class [ ] Notes in any authorised
denominations, and a like Principal Balance as those
Class [] Notes (in each case as specified by the Note
Registrar) and the Note Trustee must within [3] Business
Days of receipt of such executed Class [ ] Notes
authenticate them and (if it is not the Note Registrar)
deliver those Class [ ] Notes to the Note Registrar; and
(c) (DELIVERY TO CLASS [ ] NOTEHOLDER): the Note Registrar
must, within [3] Business Days of receipt of such new
Class [ ] Notes (or authentication of such Class [ ]
Notes if the Note Registrar is the Note Trustee),
forward to the relevant Class [ ] Noteholder (being the
transferee in the case of a transfer of a Class [ ]
Note) such new Class [ ] Notes.
5.6 NO CHARGE FOR TRANSFER OR EXCHANGE
No service charge may be made to a Class [ ] Noteholder for any
transfer or exchange of Class [ ] Notes, but the Note Registrar may
require payment by the Class [ ] Noteholder of a sum sufficient to
cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Class [ ] Notes.
5.7 RESTRICTED PERIOD
Notwithstanding the preceding provisions of this clause [5], the
Note Registrar need not register transfers or exchanges of Class [ ]
Notes, and the Issuer Trustee is not required to execute nor the
Note Trustee to authenticate any Class [ ] Notes, for a period of 2
Business Days, in the case of a Book-Entry Note, or [30] days, in
the case of a Definitive Note,
11.
preceding the due date for any payment with respect to the Class [ ]
Notes or for such period, not exceeding 30 days, as is specified by
the Note Trustee prior to any meeting of Relevant Noteholders (as
defined in the First Schedule of the Trust Deed), which includes
Class [ ] Noteholders, under the Trust Deed or prior to any meeting
of Voting Secured Creditors (as defined in the Security Trust Deed),
which includes Class [ ] Noteholders, under the Security Trust Deed.
5.8 CANCELLATION OF CLASS [ ] NOTES
The Note Registrar must cancel or destroy all Class [ ] Notes that
have been surrendered to it for transfer, exchange or replacement
(including any Book-Entry Notes surrendered pursuant to clause
[3.4(b)] of the Note Trust Deed) or surrendered to a Paying Agent
for redemption and delivered to the Note Registrar and must, upon
request, provide a certificate to the Issuer Trustee, the Note
Trustee or the Manager with the details of all such Class [ ] Notes
so cancelled or destroyed.
5.9 PROVISION OF INFORMATION AND INSPECTION OF REGISTER
The Note Registrar must:
(a) (INFORMATION): provide to the Issuer Trustee, the
Manager, the Note Trustee and each other Agent such
information as is contained in the Note Register and is
required by them in order to perform any obligation
pursuant to the Transaction Documents;
(b) (INSPECTION): make the Note Register:
(i) available for inspection or copying by the
Issuer Trustee, the Manager, the Note
Trustee and each other Agent or their agents
or delegates; and
(ii) available for inspection by each Class [ ]
Noteholder but only in respect of
information relating to that Class [ ]
Noteholder,
at one of the Note Registrar's Specified Offices upon reasonable
prior notice and during local business hours.
5.10 CORRECTNESS OF REGISTER AND INFORMATION
The Issuer Trustee, the Note Trustee, the Manager and each Agent
(other than the Note Registrar) may accept the correctness of the
Note Register and any information provided to it by the Note
Registrar and is not required to enquire into its authenticity. None
of the Issuer Trustee, the Note Trustee, the Manager or any Agent
(including the Note Registrar) is liable for any mistake in the Note
Register or in any purported copy except to the extent that the
mistake is attributable to its own fraud, negligence or wilful
default.
5.11 NON-RECOGNITION OF EQUITABLE INTERESTS
Except as required by law or as ordered by a court of competent
jurisdiction, no notice of any trust, whether express, implied or
constructive, is to be entered in the Note Register and except as
otherwise provided in any Transaction Document, or required by law
or ordered by a court of competent jurisdiction, none of the Note
Registrar, the Note Trustee, the Issuer Trustee, the Manager or any
other Agent is to be affected by or compelled to recognise (even
when having notice of it) any right or interest in any Class [ ]
Notes other than the registered Class [ ] Noteholder's absolute
right to the entirety of them and the receipt of a registered Class
A Noteholder is a good discharge to the Issuer Trustee, the Manager,
the Note Trustee and each Agent.
12.
5.12 RECTIFICATION OF NOTE REGISTER
If:
(a) (ENTRY OMITTED): an entry is omitted from the Note
Register;
(b) (ENTRY MADE OTHERWISE THAN IN ACCORDANCE WITH THIS
DEED): an entry is made in the Note Register otherwise
than in accordance with this Agreement;
(c) (WRONG ENTRY EXISTS): an entry wrongly exists in the
Note Register;
(d) (ERROR OR DEFECT EXISTS IN REGISTER): there is an error
or defect in any entry in the Note Register; or
(e) (DEFAULT MADE): default is made or unnecessary delay
takes place in entering in the Note Register that any
person has ceased to be the holder of Class [ ] Notes,
then the Note Registrar may rectify the same.
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6. NOTE TRUSTEE'S REQUIREMENTS REGARDING AGENTS
6.1 FOLLOWING ENFORCEMENT OF THE CHARGE OR ISSUE OF DEFINITIVE NOTES
At any time after either an Event of Default (unless waived by the
Security Trustee pursuant to clause [9.5] of the Security Trust
Deed) or the enforcement of the Charge (as defined in the Security
Trust Deed) or at any time after Definitive Notes have not been
issued when required in accordance with the Note Trust Deed, the
Note Trustee may:
(a) (REQUIRE AGENTS): by notice in writing to the Issuer
Trustee, the Manager, and each Agent require any one or
more of the Agents either:
(i) A. to act as the Agent of
the Note Trustee on the terms
and conditions of this Agreement
in relation to payments to be
made by or on behalf of the Note
Trustee under the terms of the
Note Trust Deed, except that the
Note Trustee's liability under
any provision of this Agreement
for the indemnification of the
Principal Paying Agent, the
Paying Agents and the Agent Bank
will be limited to any amount
for the time being held by the
Note Trustee on the trust of the
Note Trust Deed and which is
available to be applied by the
Note Trustee for that purpose;
and
B. to hold all Class [ ] Notes, and
all amounts, documents and
records held by them in respect
of the Class [ ] Notes, on
behalf of the Note Trustee; or
(ii) to deliver up all Class [ ] Notes and all
amounts, documents and records held by them
in respect of the Class [ ] Notes, to the
Note Trustee or as the Note Trustee directs
in that notice, other than any documents or
records which an Agent is obliged not to
release by any law; and
(b) (REQUIRE ISSUER TRUSTEE): by notice in writing to the
Issuer Trustee require it to make (or arrange to be
made) all subsequent payments in respect of the Class [
] Notes to the order of the Note Trustee and not to the
Principal Paying Agent and, with effect from the issue
of that notice to the Issuer Trustee and until that
notice is withdrawn, clause [6.1(b)] of the Note Trust
Deed will not apply.
13.
6.2 GOOD DISCHARGE TO ISSUER TRUSTEE
The payment by or on behalf of the Issuer Trustee of its payment
obligations on each Quarterly Payment Date under the Sub-Fund Notice
and the Note Conditions to the Note Trustee in accordance with
clause [6.1] is a good discharge to the Issuer Trustee and the
Issuer Trustee will not be liable for any act or omission or default
of the Note Trustee during the period it is required to make
payments to the Note Trustee under clause [6.1].
6.3 CHANGE OF AUTHORISED OFFICERS
The Note Trustee will forthwith give notice to the Manager, the
Issuer Trustee, the Security Trustee and each Agent of any change in
the Authorised Officers of the Note Trustee.
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7. REDEMPTION OF CLASS [ ] NOTES
7.1 PART REDEMPTION OF CLASS [ ] NOTES ON [QUARTERLY] PAYMENT DATES
(a) (MANAGER TO MAKE DETERMINATIONS ETC): At least [five]
Business Day prior to each [Quarterly] Payment Date, the
Manager will make the determinations referred to in
condition [7.9(a)] of the Note Conditions in relation to
that [Quarterly] Payment Date and will give to the
Issuer Trustee, the Note Trustee, the Principal Paying
Agent, the Agent Bank and the Note Registrar, the
notifications, and will cause to be made to the Class
[A] Noteholders the publication, required by condition
[7.9(b)] of the Note Conditions. If the Manager does not
at any time for any reason make the determinations
referred to in condition [7.9(a)] of the Note Conditions
it must forthwith advise the Note Trustee and the Agent
Bank and such determinations must be made by the Agent
Bank, or failing the Agent Bank, by the Note Trustee in
accordance with such condition [7.9(c)] of the Note
Conditions (but based on the information in its
possession) and each such determination will be deemed
to have been made by the Manager.
(b) (NOTIFY DEPOSITORY): If any Book-Entry Notes are
outstanding, on receipt of a notification under
condition [7.9(b)] of the Note Conditions, the Principal
Paying Agent must notify the Depository of any proposed
redemption in accordance with the Depository's
applicable procedures, specifying the principal amount
of each Book-Entry Note to be redeemed and the date on
which the redemption is to occur and must provide a copy
to the Depository of the notification received under
condition [7.9(b)] of the Note Conditions.
7.2 [EARLY REDEMPTION
(a) (NOTICE TO PAYING AGENT ETC): If the Issuer Trustee
intends to redeem all (but not some only) of the Class [
] Notes prior to the Final Maturity Date pursuant to
conditions [7.3] or [7.4] of the Note Conditions, the
Manager will direct the Issuer Trustee to give the
requisite notice to the Note Trustee, the Principal
Paying Agent, each Paying Agent, the Note Registrar, the
Agent Bank and the Class [ ] Noteholders in accordance
with conditions [7.3] or [7.4] (as the case may be) of
the Note Conditions and stating the date on which such
Class [ ] Notes are to be redeemed.
(b) (NOTICE TO DEPOSITORY): The Principal Paying Agent will,
on receipt of a notice under clause [7.2(a)], and if any
Book-Entry Notes are outstanding, notify the Depository
of the proposed redemption in accordance with the
Depository's applicable procedures, specifying the
Principal Balance of each Book-Entry Note to be
redeemed, the amount of principal to be repaid in
relation to each Book-Entry Note and the date on which
the Book-Entry Notes are to be redeemed.]
14.
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8. GENERAL PAYING AGENT MATTERS
8.1 NOTICES TO CLASS [ ] NOTEHOLDERS
(a) (NOTICES TO BE GIVEN BY NOTE REGISTRAR): At the request
of the Issuer Trustee, the Note Trustee, the Manager,
the Security Trustee or any other Agent, and at the
expense of the Issuer Trustee, the Note Registrar will
arrange for the delivery of all notices and the
[Quarterly] Servicing Report to Class [ ] Noteholders in
accordance with the Note Conditions.
(b) (COPY TO NOTE TRUSTEE): The Note Registrar will promptly
send to the Note Trustee one copy of the form of every
notice given to Class [ ] Noteholders in accordance with
the Note Conditions (unless such notice is given at the
request of the Note Trustee).
The Note Registrar will not be responsible for, or liable to any
person in respect of, the contents of any notices or reports
delivered by it at the request of the Issuer Trustee, the Note
Trustee, the Manager, the Security Trustee or any other Agent
pursuant to this clause [8.1].
8.2 COPIES OF DOCUMENTS FOR INSPECTION
The Manager will provide to the Note Registrar sufficient copies of
all documents required by the Note Conditions or the Note Trust Deed
to be available to Class [ ] Noteholders for issue or inspection.
8.3 NOTICE OF ANY WITHHOLDING OR DEDUCTION
If the Issuer Trustee or any Paying Agent is, in respect of any
payment in respect of the Class [ ] Notes, compelled to withhold or
deduct any amount for or on account of any taxes, duties or charges
as contemplated by condition [8.4] of the Note Conditions, the
Issuer Trustee must give notice to the Principal Paying Agent, the
Note Trustee and the Class [ ] Noteholders in accordance with
condition [11.1] of the Note Conditions immediately after becoming
aware of the requirement to make the withholding or deduction and
must give to the Principal Paying Agent and the Note Trustee such
information as they require to enable each of them to comply with
the requirement.
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9. INDEMNITY
9.1 INDEMNITY BY ISSUER TRUSTEE
Subject to clause [14], the Issuer Trustee undertakes to indemnify
each Agent and its directors, officers, employees and controlling
persons against all losses, liabilities, costs, claims, actions,
damages, expenses or demands which any of them may incur or which
may be made against any of them as a result of or in connection with
the appointment of or the exercise of the powers and duties by the
Agent under this Agreement except as may result from its fraud,
negligence or default or that of its directors, officers, employees
or controlling persons or any of them, or breach by it of the terms
of this Agreement and notwithstanding the resignation or removal of
that Agent pursuant to clause [10].
9.2 INDEMNITY BY AGENT
Each Agent undertakes to indemnify on a several basis the Issuer
Trustee, the Manager and each of their respective directors,
officers, employees and controlling persons against all losses,
liabilities, costs, claims, actions, damages, expenses or demands
which any of them may incur or which may be made against any of them
as a result of its default, negligence or bad faith or that of its
directors, officers, employees or controlling persons or any of
them, or
15.
breach by it of the terms of this Agreement. Notwithstanding
anything in this Agreement to the contrary, in no event will an
Agent be liable under, or in connection with, this Agreement for
indirect, special, incidental, punitive or consequential losses or
damages of any kind whatsoever, including, but not limited to, lost
profits, whether or not foreseeable, even if the Agent has been
advised of the possibility thereof and regardless of the form of
action in which such damages are sought.
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10. CHANGES IN AGENTS
10.1 APPOINTMENT AND REMOVAL
The Issuer Trustee (on the direction of the Manager) may with the
prior written approval of the Note Trustee (which approval must not
be unreasonably withheld or delayed):
(a) (APPOINT NEW AGENTS): appoint:
(i) additional or alternative Paying Agents
(other than the Principal Paying Agent); or
(ii) an alternative Agent Bank, Note Registrar or
Principal Paying Agent; and
(b) (TERMINATE APPOINTMENT OF AGENTS): subject to this
clause [10], terminate the appointment of any Agent by
giving written notice to that effect to the Agent whose
appointment is to be terminated copied to each Current
Rating Authority, the Note Trustee and (if it is not the
Agent whose appointment is to be terminated) the
Principal Paying Agent:
(i) with effect immediately on the giving of
that notice, if any of the following occurs
in relation to the Agent (as the case may
be):
A. an Insolvency Event;
B. it ceases to conduct business or
proposes to cease conduct of its
business or a substantial part
of that business; or
C. it fails to remedy within five
Business Days after prior
written notice by the Issuer
Trustee or Manager any material
breach of this Agreement on the
part of the Agent (as the case
may be); and
(ii) otherwise, with effect on a date not less
than [60] days' from that notice (which date
must be not less than [30] days before any
due date for payment on any Class [ ]
Notes).
10.2 RESIGNATION
Subject to this clause [10], an Agent may resign its appointment
under this Agreement at any time by giving to the Issuer Trustee,
the Manager, each Current Rating Authority, (where the Agent
resigning is the Principal Paying Agent) each Paying Agent and
(where the Agent resigning is not the Principal Paying Agent) the
Principal Paying Agent not less than [90] days' written notice to
that effect (which notice must expire not less than [30] days
before, any due date for payment on any Class [ ] Notes).
10.3 LIMITATION OF APPOINTMENT AND TERMINATION
Notwithstanding clauses [10.1] and [10.2]:
16.
(a) (PRINCIPAL PAYING AGENT AND NOTE REGISTRAR): the
resignation by, or the termination of, the appointment
of the Principal Paying Agent or the Note Registrar will
not take effect until a new Principal Paying Agent or
Note Registrar, as the case may be, has been
acknowledged in writing by the Note Trustee (in each
case, the acknowledgement not to be unreasonably
delayed) and with, in the case of the Note Registrar,
Specified Offices in each of New York City and London;
(b) (APPOINTMENT BY RETIRING AGENT): if any Agent resigns in
accordance with clause [10.2] but, by the day falling
[15] days before the expiry of any notice under clause
[10.2] the Issuer Trustee has not appointed a new Agent,
then the relevant Agent may appoint in its place any
reputable bank or trust company of good standing
approved in writing by the Note Trustee and appointed on
terms previously approved in writing by the Note Trustee
(in each case, the approval not to be unreasonably
withheld or delayed);
(c) (SPECIFIED OFFICE OF PAYING AGENT IN NEW YORK CITY AND
LONDON): the resignation by, or the termination of the
appointment of, any Paying Agent will not take effect
if, as a result of the resignation or termination, there
would not be a Paying Agent which has a Specified Office
in New York City or there would not be a Paying Agent
which has a Specified Office in London;
(d) (SPECIFIED OFFICE OF AGENT BANK): the resignation by, or
the termination of the appointment of the Agent Bank
will not take effect until a new Agent Bank having its
Specified Office in London or New York City has been
appointed; and
(e) (TERMS OF APPOINTMENT OF ADDITIONAL PAYING AGENTS): the
appointment of any additional Paying Agent will be on
the terms and the conditions of this Agreement and each
of the parties to this Agreement must co-operate fully
to do all further acts and things and execute any
further documents as may be necessary or desirable to
give effect to the appointment of the Paying Agent
(which will not, except in the case of an appointment
under clause [10.1(a)] or a termination under clause
[10.1(b)(ii)], be at the cost of the Issuer Trustee or
Manager).
10.4 PAYMENT OF AMOUNTS HELD BY THE PRINCIPAL PAYING AGENT
If the appointment of the Principal Paying Agent is terminated, the
Principal Paying Agent must, on the date on which that termination
takes effect, pay to the successor Principal Paying Agent any amount
held by it for payment of principal or interest in respect of any
Class [ ] Note and must deliver to the successor Principal Paying
Agent all records maintained by it and all documents (including any
Class [ ] Notes) held by it pursuant to this Agreement.
10.5 RECORDS HELD BY NOTE REGISTRAR
If the appointment of the Note Registrar is terminated, the Note
Registrar must, on the date on which that termination takes effect,
deliver to the successor Note Registrar the Note Register and all
records maintained by it and all documents (including any Class [ ]
Notes) held by it pursuant to this Agreement.
10.6 SUCCESSOR TO PRINCIPAL PAYING AGENT, AGENT BANK, NOTE REGISTRAR
(a) (APPOINTMENT AND RELEASE): On the execution by the
Issuer Trustee, the Manager and any successor Principal
Paying Agent, Agent Bank or Note Registrar of an
instrument effecting the appointment of that successor
Principal Paying Agent, Agent Bank or Note Registrar
that successor Principal Paying Agent, Agent Bank or
Note Registrar, as the case may be, will, without any
further act, deed or conveyance, become vested with all
the authority, rights, powers, trusts,
17.
immunities, duties and obligations of its predecessor as
if originally named as Principal Paying Agent, Agent
Bank or Note Registrar, as the case may be, in this
Agreement and that predecessor, on payment to it of the
pro rata proportion of its administration fee and
disbursements then unpaid (if any), will have no further
liabilities under this Agreement, except for any accrued
liabilities arising from or relating to any act or
omission occurring prior to the date on which the
successor Principal Paying Agent, Agent Bank or Note
Registrar was appointed.
(b) (MERGER): Any corporation:
(i) into which the Principal Paying Agent, Agent
Bank or Note Registrar is merged;
(ii) with which the Principal Paying Agent, Agent
Bank or Note Registrar is consolidated;
(iii) resulting from any merger or consolidation
to which the Principal Paying Agent, Agent
Bank or Note Registrar is a party; or
(iv) to which the Principal Paying Agent, Agent
Bank or Note Registrar sells or otherwise
transfers all or substantially all the
assets of its corporate trust business,
must, on the date when that merger, conversion,
consolidation, sale or transfer becomes effective and to
the extent permitted by applicable law, become the
successor Principal Paying Agent, Agent Bank or Note
Registrar, as the case may be, under this Agreement
without the execution or filing of any agreement or
document or any further act on the part of the parties
to this Agreement, unless otherwise required by the
Issuer Trustee or the Manager, and after that effective
date all references in this Agreement to the Principal
Paying Agent, Agent Bank or Note Registrar, as the case
may be, will be references to that corporation. The
Principal Paying Agent, Agent Bank or Note Registrar, as
the case may be, must pay for any costs or expenses
associated with such merger, conversion, consolidation,
sale or transfer.
10.7 NOTICE TO CLASS [ ] NOTEHOLDERS
The Manager on behalf of the Issuer Trustee will, within [5] days
of:
(a) (TERMINATION): the termination of the appointment of any
Agent;
(b) (RESIGNATION): the resignation of any Agent; or
(c) (APPOINTMENT): the appointment of a new Agent,
give to the Class [ ] Noteholders notice of the termination,
appointment or resignation in accordance with condition [11.1] of
the Note Conditions (in the case of a termination under clause
[10.1(b)(i)] or [10.2] at the cost of the outgoing Agent).
Notwithstanding clauses [10.1] and [10.2], neither the termination
of the appointment of an Agent, nor the resignation of an Agent,
will take effect until notice thereof is given to the Class [ ]
Noteholders in accordance with this clause [10.7].
10.8 CHANGE IN SPECIFIED OFFICE
(a) (AGENTS CHANGE): If any Agent proposes to change its
Specified Office (which must be within the same city as
its previous Specified Office), it must give to the
Issuer Trustee the Manager, the Note Trustee and the
other Agents not less than 30
18.
days' prior written notice of that change, giving the
address of the new Specified Office and stating the date
on which the change is to take effect. No change of a
Specified Office may occur in the period 30 days before
any due date for payment on any Class [ ] Notes.
(b) (NOTICE TO CLASS [ ] NOTEHOLDERS): The Manager must,
within [14] days of receipt of a notice under clause
[10.8(a)] (unless the appointment is to terminate
pursuant to clause [10.1] or [10.2] on or prior to the
date of that change) give to the Class [ ] Noteholders
notice in accordance with condition [11.1] of the Note
Conditions of that change and of the address of the new
Specified Office, but the cost of giving that notice
must be borne by the Agent which is changing its
Specified Office and not by the Issuer Trustee or the
Manager.
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11. MISCELLANEOUS DUTIES AND PROTECTION
11.1 AGENTS ARE AGENTS OF THE ISSUER TRUSTEE
(a) (AGENT OF THE PUMA TRUST): Subject to clause [6.1], each
Agent is the agent of the Issuer Trustee in its capacity
as trustee of the PUMA Trust only.
(b) (ISSUER TRUSTEE NOT RESPONSIBLE FOR AGENTS):
Notwithstanding any other provision contained in this
Agreement, any other Transaction Document or at law, the
Issuer Trustee in its personal capacity is not
responsible for any act or omission of any Agent.
11.2 AGENCY
Subject to any other provision of this Agreement, each Agent acts
solely for and as agent of the Issuer Trustee and does not have any
obligations towards or relationship of agency or trust with any
person entitled to receive payments of principal and/or interest on
the Class [ ] Notes and is responsible only for the performance of
the duties and obligations imposed on it pursuant to clause [11.6].
11.3 RELIANCE
Each Agent is protected and will incur no liability for or in
respect of any action taken, omitted or suffered by it in reliance
upon any instruction, request or order from the Issuer Trustee or
the Manager or in reliance upon any Class [ ] Note or upon any
notice, resolution, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be
genuine and to have been delivered, signed or sent by the proper
party or parties.
11.4 ENTITLED TO DEAL
An Agent is not precluded from acquiring, holding or dealing in any
Class [ ] Notes or from engaging or being interested in any contract
or other financial or other transaction with the Issuer Trustee or
the Manager as freely as if it were not an agent of the Issuer
Trustee under this Agreement and in no event whatsoever (other than
fraud, wilful misconduct, negligence or bad faith) will any Agent be
liable to account to the Issuer Trustee or any person entitled to
receive amounts of principal or interest on the Class [ ] Notes for
any profit made or fees or commissions received in connection with
this agreement or any Class [ ] Notes.
11.5 CONSULTATION
Each Agent may, after 5 days prior notice to the Issuer Trustee and
the Manager, consult as to legal matters with lawyers selected by
it, who may be employees of or lawyers to the Issuer Trustee, the
Manager or the relevant Agent. An Agent is not required to provide 5
days prior
19.
notice of the consultation specified above if, in the reasonable
opinion of that Agent, to do so would be contrary to the performance
by it of its obligations under this Agreement, provided that, such
Agent must provide written notice to the Issuer Trustee and the
Manager as soon as practicable after that consultation.
11.6 DUTIES AND OBLIGATIONS
Each Agent will perform the duties and obligations, and only the
duties and obligations, contained in or reasonably incidental to
this Agreement and the Note Conditions and no implied duties or
obligations (other than general laws as to agency) will be read into
this Agreement or the Note Conditions against any Agent. An Agent is
not required to take any action under this Agreement which would
require it to incur any expense or liability for which (in its
reasonable opinion) either it would not be reimbursed within a
reasonable time or in respect of which it has not been indemnified
to its satisfaction.
11.7 INCOME TAX RETURNS
The Principal Paying Agent will deliver to each Class [ ] Noteholder
such information as may be reasonably required to enable such Class
[ ] Noteholder to prepare its federal and state income tax returns.
11.8 REPRESENTATION BY EACH AGENT
Each Agent represents and warrants that it is duly qualified to
assume its obligations under this Agreement and has obtained all
necessary approvals required to execute, deliver and perform its
obligations under this Agreement.
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12. FEES AND EXPENSES
12.1 [PAYMENT OF FEE
The Issuer Trustee will pay to each Agent during the period that any
of the Class [ ] Notes remain outstanding the administration fee
separately agreed by that Agent and the Issuer Trustee. If the
appointment of an Agent is terminated under this Agreement, the
Agent must refund to the Issuer Trustee that proportion of the fee
(if any) which relates to the period during which the Agent's
appointment is terminated.]
12.2 [PAYMENT OF EXPENSES
The Issuer Trustee must pay or reimburse to each Agent all
reasonable costs, expenses, charges, stamp duties and other Taxes
and liabilities properly incurred by that Agent in the performance
of the obligations of that Agent under this Agreement including,
without limitation, all costs and expenses (including legal costs
and expenses) incurred by that Agent in the enforcement of any
obligations under this Agreement. Nothing in this clause [12.2]
entitles or permits an Agent to be reimbursed or indemnified for
general overhead costs and expenses (including, without limitation,
rents and any amounts payable by that Agent to its employees in
connection with their employment) incurred directly or indirectly in
connection with the business activities of that Agent or in the
exercise of its rights, powers and discretions or the performance of
its duties and obligations under this Agreement.]
12.3 NO OTHER FEES
Except as provided in clauses [12.1] and [12.2], or as expressly
provided elsewhere in this Agreement, neither the Issuer Trustee nor
the Manager has any liability in respect of any fees or expenses of
any Agent in connection with this Agreement.
20.
12.4 [PAYMENT OF FEES
The above fees, payments and expenses will be paid in United States
dollars. The Issuer Trustee will in addition pay any value added tax
which may be applicable. The Principal Paying Agent will arrange for
payment of commissions to the other Paying Agents and arrange for
the reimbursement of their expenses promptly upon demand, supported
by evidence of that expenditure, and provided that payment is made
as required by clause [12.1] the Issuer Trustee will not be
concerned with or liable in respect of that payment.]
12.5 NO COMMISSION
Subject to this clause [12], no Paying Agent may charge any
commission or fee in relation to any payment by it under this
Agreement.
12.6 ISSUER TRUSTEE PERSONALLY LIABLE FOR FEES
Notwithstanding any other provision of this Agreement, the Issuer
Trustee must pay to each Agent the fees referred to in clause
[12.1], and any value added tax on such fees, from its own personal
funds and will not be entitled to be indemnified from the assets of
the PUMA Trust with respect to such fees or value added taxes
provided that if [The Bank of New York, New York Branch] or [The
Bank of New York, London Branch] resigns or is removed as an Agent
the Issuer Trustee will only be liable to pay the fees referred to
in clause [12.1], and any value added tax on such fees, from its own
personal funds to the extent that such fees and value added tax do
not exceed the amount that would have been payable to [The Bank of
New York, New York Branch] or the [Bank of New York, London Branch],
as the case may be, if it had remained as that Agent. The balance of
such fees and value added tax, if any, will form part of the Fees
and Expenses for which the Issuer Trustee is entitled to be
indemnified from the assets of the PUMA Trust in accordance with the
Sub-Fund Notice.
12.7 TIMING OF PAYMENTS
Except as referred to in clause [12.6], all payments by the Issuer
Trustee to an Agent under this clause [12] are payable on the first
[Quarterly] Payment Date following demand by that Agent from funds
available for this purpose in accordance with the Sub-Fund Notice.
12.8 INCREASE IN FEES
The Issuer Trustee must notify in writing the Current Rating
Authorities of any proposed increase in fees payable under this
clause [12] (including upon the appointment of a new Agent but not
including any increase in fees payable by the Issuer Trustee from
its own personal funds in accordance with clause [12.6]) at least 5
Business Days before such increase takes effect and must not agree
to any such increase if this would result in a reduction,
qualification or withdrawal of any credit rating then assigned by
the Current Rating Authorities to the Notes. This clause [12.8] is
not to be construed to require an Agent to undertake any additional
duties or obligations not provided for in this Agreement unless
otherwise agreed by that Agent in its discretion.
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13. NOTICES
13.1 METHOD OF DELIVERY
Subject to clauses [13.3] and [13.4], any notice, request,
certificate, approval, demand, consent or other communication to be
given under this Agreement (other than notices to the Class [ ]
Noteholders):
(a) (EXECUTION): except in the case of communications by
email, must be signed by an
21.
Authorised Officer of the party giving the same;
(b) (IN WRITING): must be in writing; and
(c) (DELIVERY): must be:
(i) left at the address of the addressee;
(ii) sent by prepaid ordinary post to the address
of the addressee;
(iii) sent by facsimile to the facsimile number of
the addressee; or
(iv) sent by email by an Authorised Signatory of
the party giving the same to the addressee's
specified email address,
as notified by that addressee from time to time to the
other parties to this Agreement as its address for
service pursuant to this Agreement.
13.2 DEEMED RECEIPT
A notice, request, certificate, demand, consent or other
communication under this Agreement is deemed to have been received:
(a) (DELIVERY): where delivered in person, upon receipt;
(b) (POST): where sent by post, on the 3rd (7th if outside
Australia) day after posting;
(c) (FAX): where sent by facsimile, on production by the
dispatching facsimile machine of a transmission report
which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient; and
(d) (EMAIL): subject to clause [13.4], where sent by email,
on the date that the email is received.
However, if the time of deemed receipt of any notice is not before
5.00 pm local time on a Business Day at the address of the recipient
it is deemed to have been received at the commencement of business
on the next Business Day.
13.3 COMMUNICATIONS THROUGH PRINCIPAL PAYING AGENT
All communications relating to this Agreement between the Issuer
Trustee and the Agent Bank and any of the other Paying Agents or
between the Paying Agents themselves will, except as otherwise
provided in this Agreement, be made through the Principal Paying
Agent.
13.4 EMAIL
Notwithstanding any other provision of this clause [13], a notice,
request, certificate, approval, demand, consent or other
communication to be given under this Agreement may only be given by
email where the recipient has expressly agreed with the sender that
the communication, or communications of that type, may be given by
email and subject to such conditions as may be required by the
recipient.
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14. ISSUER TRUSTEE'S LIMITATION OF LIABILITY
14.1 LIMITATION ON ISSUER TRUSTEE'S LIABILITY
The Issuer Trustee enters into this Agreement only in its capacity
as trustee of the PUMA
22.
Trust and in no other capacity. A liability incurred by the Issuer
Trustee acting in its capacity as trustee of the PUMA Trust arising
under or in connection with this Agreement is limited to and can be
enforced against the Issuer Trustee only to the extent to which it
can be satisfied out of the assets of the PUMA Trust out of which
the Issuer Trustee is actually indemnified for the liability. This
limitation of the Issuer Trustee's liability applies despite any
other provision of this Agreement (other than clauses [12.6] and
[14.3]) and extends to all liabilities and obligations of the Issuer
Trustee in any way connected with any representation, warranty,
conduct, omission, agreement or transaction related to this
Agreement.
14.2 CLAIMS AGAINST ISSUER TRUSTEE
The parties other than the Issuer Trustee may not sue the Issuer
Trustee in respect of any liabilities incurred by the Issuer Trustee
acting in its capacity as trustee of the PUMA Trust in any capacity
other than as trustee of the PUMA Trust including seeking the
appointment of a receiver (except in relation to the assets of the
PUMA Trust) a liquidator, an administrator or any similar person to
the Issuer Trustee or prove in any liquidation, administration or
similar arrangements of or affecting the Issuer Trustee (except in
relation to the assets of the PUMA Trust).
14.3 BREACH OF TRUST
The provisions of this clause [14] will not apply to any obligation
or liability of the Issuer Trustee to the extent that it is not
satisfied because under the Trust Deed, the Sub-Fund Notice or any
other Transaction Document or by operation of law there is a
reduction in the extent of the Issuer Trustee's indemnification out
of the assets of the PUMA Trust as a result of the Issuer Trustee's
fraud, negligence or wilful default and will not apply to any
obligation or liability of the Issuer Trustee to pay amounts from
its personal funds pursuant to clause [12.6].
14.4 ACTS OR OMISSIONS
It is acknowledged that the Relevant Parties are responsible under
the Transaction Documents for performing a variety of obligations
relating to the PUMA Trust. No act or omission of the Issuer Trustee
(including any related failure to satisfy its obligations or any
breach or representation or warranty under this Agreement) will be
considered fraudulent, negligent or a wilful default for the
purposes of clause [14.3] to the extent to which the act or omission
was caused or contributed to by any failure by any Relevant Party or
any other person appointed by the Issuer Trustee under any
Transaction Document (other than a person whose acts or omissions
the Issuer Trustee is liable for in accordance with any Transaction
Document) to fulfil its obligations relating to the PUMA Trust or by
any other act or omission of a Relevant Party or any other such
person.
14.5 NO AUTHORITY
No Agent appointed in accordance with this Agreement has authority
to act on behalf of the Issuer Trustee in a way which exposes the
Issuer Trustee to any personal liability and no act or omission of
any such person will be considered fraudulent, negligent or wilful
default of the Issuer Trustee for the purposes of clause [14.3].
14.6 NO OBLIGATION
The Issuer Trustee is not obliged to enter into any commitment or
obligation under or in relation to this Agreement or any Transaction
Document (including incur any further liability) unless the Issuer
Trustee's liability is limited in a manner which is consistent with
this clause 14 or otherwise in a manner satisfactory to the Issuer
Trustee in its absolute discretion.
23.
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15. GENERAL
15.1 WAIVER
A failure to exercise or enforce or a delay in exercising or
enforcing or the partial exercise or enforcement of any right,
remedy, power or privilege under this Agreement by a party will not
in any way preclude or operate as a waiver of any further exercise
or enforcement of such right, remedy, power or privilege of the
exercise or enforcement of any other right, remedy, power or
privilege under this Agreement or provided by law.
15.2 WRITTEN WAIVER, CONSENT AND APPROVAL
Any waiver, consent or approval given by a party under this
Agreement will only be effective and will only bind that party if it
is given in writing, or given verbally and subsequently confirmed in
writing, and executed by that party or on its behalf by two
Authorised Officers of that party.
15.3 SEVERABILITY
Any provision of this Agreement which is illegal, void or
unenforceable in any jurisdiction is ineffective in such
jurisdiction to the extent only of such illegality, voidness or
unenforceability without invalidating the remaining provisions of
this Agreement.
15.4 SURVIVAL OF INDEMNITIES
The indemnities contained in this Agreement are continuing, and
survive the termination of this Agreement.
15.5 ASSIGNMENTS
No party may assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the other
parties and confirmation from the Current Rating Authorities that
such assignment will not lead to a reduction, qualification or
reduction of its then rating of the Class [ ] Notes.
15.6 SUCCESSORS AND ASSIGNS
This Agreement is binding upon and ensures to the benefit of the
parties to this Agreement and their respective successors and
permitted assigns.
15.7 MORATORIUM LEGISLATION
To the fullest extent permitted by law, the provisions of all
statutes whether existing now or in the future operating directly or
indirectly:
(a) (TO AFFECT OBLIGATIONS): to lessen or otherwise to vary
or affect in favour of any party any obligation under
this Agreement; or
(b) (TO AFFECT RIGHTS): to delay or otherwise prevent or
prejudicially affect the exercise of any rights or
remedies conferred on a party under this Agreement,
are hereby expressly waived, negatived and excluded.
15.8 AMENDMENTS
No amendments to this Agreement will be effective unless in writing
and executed by each of the parties to this Agreement. The Manager
must give each Current Rating Authority
24.
5 Business Days' prior notice of any amendment to this Agreement.
15.9 GOVERNING LAW
This Agreement is governed by and must be construed in accordance
with the laws of the State of New South Wales.
15.10 JURISDICTION
Each party irrevocably and unconditionally:
(a) (SUBMISSIONS TO JURISDICTION): submits to the
non-exclusive jurisdiction of the courts of the State of
New South Wales;
(b) (WAIVER OF INCONVENIENT FORUM): waives any objection it
may now or in the future have to the bringing of
proceedings in those courts and any claim that any
proceedings have been brought in an inconvenient forum;
and
(c) (SERVICE OF NOTICE): agrees, without preventing any
other mode of service permitted by law, that any
document required to be served in any proceedings may be
served in the manner in which notices and other written
communications may be given under clause [13].
15.11 COUNTERPARTS
This Agreement may be executed in a number of counterparts and all
such counterparts taken together will constitute one and the same
instrument.
15.12 LIMITATION OF NOTE TRUSTEE'S LIABILITY
The Note Trustee is a party to this Agreement in its capacity as
trustee of the Note Trust. The liability of the Note Trustee under
this Agreement is limited in the manner and to the same extent as
under the Note Trust Deed.
25.
EXECUTED as an agreement.
SIGNED for and on behalf of [PERPETUAL TRUSTEES AUSTRALIA LIMITED, ABN 86 000
431 827], by its Attorney under a Power of Attorney dated and who declares that
he or she has not received any notice of the revocation of such Power of
Attorney, in the presence of:
------------------------------------------------
Signature of Attorney
------------------------------------------------------------ ------------------------------------------------
Signature of Witness Name of Attorney in full
------------------------------------------------------------
Name of Witness in full
SIGNED for and on behalf of MACQUARIE SECURITISATION LIMITED, ABN 16 003 297
336, by and its Attorneys under a Power of Attorney dated and each Attorney
declares that he or she has not received any notice of the revocation of such
Power of Attorney, in the presence of:
------------------------------------------------
Signature of Attorney
------------------------------------------------
Signature of Attorney
------------------------------------------------------------
Signature of Witness
------------------------------------------------------------
Name of Witness in full
26.
SIGNED for and on behalf of [THE BANK OF NEW YORK, NEW YORK BRANCH] acting by
its Authorised Officer in the presence of:
-----------------------------------
-----------------------------------
Signature of Witness
-----------------------------------
Name of Witness in full
SIGNED for and on behalf of [THE BANK OF NEW YORK, LONDON BRANCH] acting by its
Authorised Officer in the presence of:
-----------------------------------
Signature of Witness
-----------------------------------
-----------------------------------
Name of Witness in full
27.
