Agency Agreement
PERPETUAL TRUSTEES CONSOLIDATED LIMITED
(Trustee)
CRUSADE MANAGEMENT LIMITED
(Manager)
[*]
(Principal Paying Agent)
[*]
(Note Trustee)
[*]
(Calculation Agent)
[*]
(Note Registrar)
Crusade Global Trust No. [*] of [*]
ALLENS XXXXXX XXXXXXXX
The Xxxxxxx Xxxxx
0 Xxxxxxx Xxxxxx
Xxxxxx XXX 0000
Tel 00 0 0000 0000
Fax 00 0 0000 0000
xxx.xxx.xxx.xx
(C) Copyright Allens Xxxxxx Xxxxxxxx 2005
Agency Agreement [Allens Xxxxxx Xxxxxxxx LOGO]
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TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION 2
1.1 Definitions 2
1.2 Definitions in Master Trust Deed, Supplementary Terms Notice,
Note Trust Deed and Conditions 3
1.3 Interpretation 3
1.4 Document or agreement 3
1.5 Transaction Document 3
1.6 Trustee as trustee 4
1.7 Note Trustee as note trustee 4
2. APPOINTMENT OF PAYING AGENTS 4
3. PAYMENT 4
3.1 Payment by Trustee 4
3.2 Confirmation 5
3.3 Payments by Paying Agents 5
3.4 Method of Payment - Book-Entry Notes 5
3.5 Method of payment - Definitive Notes 5
3.6 Late payment 5
3.7 Notice of non-receipt 6
3.8 Reimbursement 6
3.9 Method of payment 6
3.10 No fee 7
3.11 Trust 7
3.12 Forms and information 7
4. REPAYMENT 7
5. APPOINTMENT OF THE CALCULATION AGENT 8
6. DUTIES OF THE CALCULATION AGENT 8
7. NOTE TRUSTEE 9
8. EARLY REDEMPTION OF [CLASS A-1] NOTES 10
9. PRO RATA REDEMPTION AND CANCELLATION OF NOTES 10
10. CANCELLATION, DESTRUCTION AND RECORDS WHERE [CLASS A-1] NOTES IN
DEFINITIVE FORM HAVE BEEN ISSUED 11
11. ISSUE OF REPLACEMENT DEFINITIVE NOTES WHERE DEFINITIVE NOTES HAVE
BEEN ISSUED 12
12. NOTICES TO NOTEHOLDERS 13
13. DOCUMENTS AND FORMS 13
14. AUTHENTICATION 14
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15. INDEMNITY 14
16. THE NOTE REGISTER 15
16.1 Appointment of Note Xxxxxxxxx 00
16.2 Details to be kept on the Note Register 15
16.3 Payments of Principal and Interest 16
16.4 Place of keeping Register, copies and access 16
16.5 Details on Note Register conclusive 17
16.6 Alteration of details on Note Register 17
16.7 Rectification of Note Register 17
16.8 Correctness of Note Register 17
17. CHANGES OF NOTE XXXXXXXXX 00
17.1 Removal 18
17.2 Resignation 18
17.3 Limitation 18
18. GENERAL 18
18.1 Communications to [Class A-1] Noteholders 18
18.2 Agency 18
18.3 Identity 19
18.4 No set-off 19
18.5 Reliance 19
18.6 Entitled to deal 19
18.7 Consultation 20
18.8 Duties 20
18.9 Income Tax Returns 20
18.10 Taxes 20
18.11 Written instructions 20
18.12 No representations 20
19. CHANGES IN PAYING AGENTS AND CALCULATION AGENT 21
19.1 Removal 21
19.2 Resignation 21
19.3 Limitation 22
19.4 Delivery of amounts 22
19.5 Successor to Paying Agents 23
19.6 Successor to Calculation Agent 23
19.7 Successor to Note Xxxxxxxxx 00
19.8 Notice to [Class A-1] Noteholders 24
19.9 Change in Paying Office or Specified Office 25
20. FEES AND EXPENSES 25
21. WAIVERS, REMEDIES CUMULATIVE 26
22. SEVERABILITY OF PROVISIONS 26
23. ASSIGNMENTS 27
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24. NOTICES 27
24.1 General 27
24.2 Details 27
24.3 Communication through Principal Paying Agent 29
25. LIMITED RECOURSE 29
25.1 General 29
25.2 Liability of Trustee limited to its right to indemnity 30
25.3 Unrestricted remedies 31
25.4 Restricted remedies 31
26. COUNTERPARTS 31
27. GOVERNING LAW 31
28. SUCCESSOR TRUSTEE 31
29. COMPLIANCE WITH REGULATION AB 31
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DATE [*]
PARTIES
1. PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) incorporated
in Australia and registered in Victoria of Xxxxx 0, 0 Xxxxxxxxxxx Xxxxxx,
Xxxxxx, Xxx Xxxxx Xxxxx 0000 in its capacity as trustee of the Crusade
Global Trust No. [*] of [*] (the TRUSTEE);
2. CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) incorporated in Australia
and registered in New South Wales of 0-00 Xxxxxxxxxx Xxxxxx, Xxxxxxx, Xxx
Xxxxx Xxxxx 0000, as Manager in relation to the Crusade Global Trust No.
[*] of [*] (the MANAGER);
3. [*] acting through its office at [*] as principal paying agent for the
[Class A-1] Notes described below (the PRINCIPAL PAYING AGENT, which
expression shall, wherever the context requires, include any successor
principal paying agent from time to time under this agreement and, except
where the context otherwise requires, the Principal Paying Agent and any
additional paying agent or paying agents appointed under this agreement are
PAYING AGENTS and each of them is a PAYING AGENT); as note registrar in
relation to the [Class A-1] Notes described below (the NOTE REGISTRAR,
which expression shall, whenever the context requires, include any
successor note registrar from time to time under this agreement); and as
trustee for the [Class A-1] Noteholders (the NOTE TRUSTEE, which expression
shall, wherever the context requires, include any other trustee or trustees
from time to time under the Note Trust Deed); and
4. [*] of [*] as calculation agent in relation to the [Class A-1] Notes
described below (the CALCULATION AGENT, which expression shall, wherever
the context requires, include any successor calculation agent from time to
time);
RECITALS
A The Trustee proposes to issue US$[*] of [Class A-1] mortgage backed pass
through floating rate Notes (the [CLASS A-1] NOTES) and A$[*] of mortgage
backed pass through floating rate Notes comprising A$[*] [Class A-2] Notes,
A$[*] [Class B] Notes and A$[*] [Class C] Notes (together the A$ NOTES)
each with a Final Maturity Date falling in [*].
B The [Class A-1] Notes, upon original issue, will be issued in the form of
typewritten Book-Entry Notes representing the Book-Entry Notes. The Trustee
shall, on the date of this deed, deliver or arrange the delivery on its
behalf of the Book-Entry Notes to the Common Depository, as agent for the
Clearing Agency. The Book-Entry Notes shall initially be registered on the
Note Register in the name of the Common Depository, as nominee of the
Clearing Agency, and no [Class A-1] Note Owner will receive a Definitive
Note representing such [Class A-1] Note Owner's interest in
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such [Class A-1] Note, except as provided in the Note Trust Deed.
C The [Class A-1] Notes will be constituted by the Note Trust Deed, the
Supplementary Terms Notice and the Master Trust Deed.
D The [Class A-1] Notes will be secured on the terms of the Security Trust
Deed.
E The Trustee wishes to appoint the Principal Paying Agent as principal
paying agent in respect of the [Class A-1] Notes only and has entered into
this agreement to provide for the terms and conditions of that appointment.
F The Trustee wishes to appoint the Calculation Agent as its reference agent
in respect of the [Class A-1] Notes only and has entered into this
agreement to provide for the terms and conditions of that appointment.
G The Trustee wishes to appoint the Note Registrar in respect of the [Class
A-1] Notes only and has entered into this agreement to provide for the
terms and conditions of that appointment.
IT IS AGREED as follows.
1. DEFINITIONS AND INTERPRETATION
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1.1 DEFINITIONS
The following definitions apply unless the context requires otherwise.
MASTER TRUST DEED means the Master Trust Deed for the Crusade Trusts dated
14 March 1998 between the Trustee as trustee, Xx.Xxxxxx Bank Limited and
the Manager.
NOTE PARTY has the meaning given to that term in clause 18.2.
NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated [*]
issued under the Master Trust Deed in relation to the Trust.
PAYING OFFICE means, in relation to a Paying Agent and any [Class A-1]
Notes, the office of the Paying Agent specified in the relevant [Class A-1]
Notes or otherwise under this agreement or the Note Trust Deed as the
office at which payments in respect of the [Class A-1] Notes will be made
as changed from time to time in accordance with this agreement.
SPECIFIED OFFICE means, in relation to the Calculation Agent, the office of
the Calculation Agent specified under this agreement as the office at which
the Calculation Agent will carry out its duties under this agreement, and
initially means its office at [*].
SUPPLEMENTARY TERMS NOTICE means the Supplementary Terms Notice dated on or
about the date of this agreement relating to the Trust.
TRUST means the trust known as the Crusade Global Trust No. [*] of [*]
established under the Notice of Creation of Trust, the Master Trust Deed
and the Supplementary Terms Notice.
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1.2 DEFINITIONS IN MASTER TRUST DEED, SUPPLEMENTARY TERMS NOTICE, NOTE TRUST
DEED AND CONDITIONS
(a) Words and expressions which are defined in the Master Trust Deed (as
amended by the Supplementary Terms Notice), the Supplementary Terms
Notice, the Note Trust Deed and the relevant Conditions (including by
reference to another agreement) have the same meanings when used in
this agreement unless the context otherwise requires or unless
otherwise defined in this agreement.
(b) If a definition in any of the documents in paragraph (a) above is
inconsistent, the definitions will prevail in the following order:
(i) definition in this agreement;
(ii) definition in the Supplementary Terms Notice;
(iii) definition in the Master Trust Deed;
(iv) definition in the Note Trust Deed;
(v) definition in the relevant Conditions.
1.3 INTERPRETATION
Clause 1.2 of the Master Trust Deed applies to this agreement as if set out
in full and:
(a) a reference to an ASSET includes any real or personal, present or
future, tangible or intangible property or asset and any right,
interest, revenue or benefit in, under or derived from the property or
asset;
(b) a reference to an amount for which a person is CONTINGENTLY LIABLE
includes an amount which that person may become actually or
contingently liable to pay if a contingency occurs, whether or not
that liability will actually arise; and
(c) all references to costs or charges or expenses include GST, any value
added tax or similar tax charged or chargeable in respect of the
charge or expense.
1.4 DOCUMENT OR AGREEMENT
A reference to:
(a) an AGREEMENT includes a Security Interest, guarantee, undertaking,
deed, agreement or legally enforceable arrangement whether or not in
writing; and
(b) a DOCUMENT includes an agreement (as so defined) in writing or a
certificate, notice, instrument or document.
A reference to a specific agreement or document includes it as amended,
novated, supplemented or replaced from time to time, except to the extent
prohibited by this agreement.
1.5 TRANSACTION DOCUMENT
This agreement is a TRANSACTION DOCUMENT for the purposes of the Master
Trust Deed.
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1.6 TRUSTEE AS TRUSTEE
(a) In this agreement, except where provided to the contrary:
(i) a reference to the Trustee is a reference to the Trustee in its
capacity as trustee of the Trust only, and in no other capacity;
and
(ii) a reference to the assets, business, property or undertaking of
the Trustee is a reference to the assets, business, property or
undertaking of the Trustee only in the capacity described in
sub-paragraph (i) above.
(b) The rights and obligations of the parties under this agreement relate
only to the Trust, and do not relate to any other Trust (as defined in
the Master Trust Deed).
1.7 NOTE TRUSTEE AS NOTE TRUSTEE
The Note Trustee enters into this agreement for itself and for and as
trustee for and on behalf of the [Class A-1] Noteholders from time to time
under and subject to the terms of the Note Trust Deed.
2. APPOINTMENT OF PAYING AGENTS
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(a) Subject to the terms of this agreement, the Trustee (acting on the
direction of the Manager) appoints the Principal Paying Agent as its
principal paying agent and each other Paying Agent as its paying
agent, for making payments in respect of the [Class A-1] Notes in
accordance with the Transaction Documents and the relevant Conditions
at their respective Paying Offices. The Principal Paying Agent accepts
its appointment under this agreement.
(b) Except in clause 19 and as the context otherwise requires, references
to the Principal Paying Agent are to it acting solely through its
Paying Office.
(c) If at any time there is more than one Paying Agent, the obligations of
the Paying Agents under this agreement shall be several and not joint.
It is acknowledged and agreed that:
(i) subject to clause 7, the Principal Paying Agent is the agent of
the Trustee in its capacity as trustee of the Trust only; and
(ii) despite anything else in this agreement, any other Transaction
Document or at law, the Trustee in its personal capacity is not
responsible for any act or omission of the Principal Paying Agent
or any other Paying Agent except to the extent of losses, costs,
claims or damages caused by the fraud, negligence or Default of
the Trustee.
3. PAYMENT
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3.1 PAYMENT BY TRUSTEE
The Trustee shall, with the assistance of and, at the direction of the
Manager, not later than 10.00 am (New York time) on each Payment Date, pay
to or to the order of, or procure payment to or to the order of, the
Principal Paying Agent (including where relevant in clause 3.9) the amount
in US$ as may be
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required (after taking account of any cash then held by the Principal
Paying Agent and available for the purpose) to be made on each Payment Date
under the Supplementary Terms Notice in respect of the [Class A-1] Notes
and the relevant Conditions.
3.2 CONFIRMATION
Not later than 4.00 pm (Sydney time) on each Determination Date, the
Manager on behalf of the Trustee shall notify, or procure notification to,
the Principal Paying Agent and the Note Trustee of the amount of interest
or principal payable in respect of the [Class A-1] Notes on the Payment
Date following that Determination Date. The Trustee or if required by the
Trustee, the Manager on its behalf shall also forward to the Principal
Paying Agent at that time confirmation that the payments provided for in
clause 3.1 will be made unconditionally.
3.3 PAYMENTS BY PAYING AGENTS
Subject to payment being duly made as provided in clause 3.1 (or to the
Principal Paying Agent otherwise being satisfied that the payment will be
duly made on the due date), and subject to clause 7, the Paying Agents
shall pay or cause to be paid on behalf of the Trustee on each Payment Date
the relevant amounts of principal and interest due in respect of the [Class
A-1] Notes in accordance with the Supplementary Terms Notice and the
relevant Conditions.
3.4 METHOD OF PAYMENT - BOOK-ENTRY NOTES
The Principal Paying Agent shall cause all payments of principal or
interest (as the case may be) due in respect of [Class A-1] Notes
represented by one or more Book-Entry Notes to be made to the relevant
Common Depository for credit to the account of the persons appearing from
time to time in the records of the relevant Common Depository as account
holder with respect to that Book-Entry Note.
3.5 METHOD OF PAYMENT - DEFINITIVE NOTES
(a) Payments of principal or interest on the Definitive Notes (if any)
shall be made in accordance with the relevant Conditions and the
Supplementary Terms Notice.
(b) If a Definitive Note is issued and the amount of the principal or
interest (as the case may be) then due for payment on that [Class A-1]
Note is not paid in full (including by reason of a deduction or
withholding), the Paying Agent to whom that [Class A-1] Note is
presented shall enface that [Class A-1] Note with a memorandum of the
amount paid and the date of that payment.
3.6 LATE PAYMENT
(a) If any payment under clause 3.1 is made late but otherwise in
accordance with the provisions of this agreement, each Paying Agent
shall:
(i) in the case of any payment in respect of the [Class A-1] Notes
made on or prior to 1.00 pm (New York time) on a Payment Date,
make payments required to be made by it in respect of the [Class
A-1] Notes as provided in this clause 3 (other than clause
3.6(a)(ii)); and
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(ii) in the case of any payment in respect of the [Class A-1] Notes
made after 1.00pm (New York time) on a Payment Date, make
payments required to be made by it in respect of the [Class A-1]
Notes on the next Business Day occurring after that Payment Date
and otherwise as provided in this clause 3.
However, unless and until the full amount of any payment in respect of
the [Class A-1] Notes required to be made under the Transaction
Documents has been made under clause 3.1 to or to the order of the
Principal Paying Agent, no Paying Agents shall be bound to make a
payment under clause 3.
(b) If the Principal Paying Agent has not received on a Payment Date the
full amount of principal and interest then payable on any [Class A-1]
Note in accordance with the Supplementary Terms Notice and the
relevant Conditions, but receives the full amount later, it shall:
(i) forthwith upon full receipt notify the other Paying Agents (if
any), the Trustee, the Note Trustee, the Security Trustee and the
Manager; and
(ii) as soon as practicable after such full receipt give due notice,
in accordance with the relevant Condition 12 (unless the Note
Trustee agrees otherwise), to the relevant [Class A-1]
Noteholders that it has received the full amount.
3.7 NOTICE OF NON-RECEIPT
The Principal Paying Agent shall immediately notify by facsimile (if
appropriate) the other Paying Agents (if any), the Note Trustee, the
Trustee, the Security Trustee, the Currency Swap Provider and the Manager
if the full amount of any payment of principal or interest required to be
made by the Supplementary Terms Notice and the relevant Conditions in
respect of the [Class A-1] Notes is not unconditionally received by it or
to its order in accordance with this agreement.
3.8 REIMBURSEMENT
The Principal Paying Agent shall (provided that it has been placed in funds
by the Trustee) on demand promptly reimburse the other Paying Agents (if
any) for payments of principal and interest properly made by that Paying
Agent in accordance with the Supplementary Terms Notice, the relevant
Conditions and this agreement. The Trustee shall not be concerned with the
apportionment of any moneys between the Principal Paying Agent and the
other Paying Agents (if any) and payment to the Principal Paying Agent of
any moneys due to the Paying Agents shall operate as a good discharge to
the Trustee in respect of such moneys.
3.9 METHOD OF PAYMENT
(a) All sums payable by the Trustee to the Principal Paying Agent under
this agreement shall, unless otherwise provided by and subject to the
Currency Swap, be paid by the Currency Swap Provider on behalf of the
Trustee in US$ to such bank accounts as the Principal Paying Agent may
from time to time notify to the Trustee and the Note Trustee. Those
sums shall be held in an account for payment to the [Class A-1]
Noteholders and:
(i) failing that payment within the designated periods of
prescription specified in the relevant Condition 8; or
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(ii) upon the bankruptcy, insolvency, winding up or liquidation of the
Principal Paying Agent or on default being made by the Principal
Paying Agent in the payment of any amounts in respect of
principal or interest in accordance with this agreement,
for repayment to the Trustee (subject to clause 4). On repayment in
accordance with clause 4 to the Trustee, all liabilities of the
Principal Paying Agent with respect to those moneys shall cease. The
Principal Paying Agent shall, promptly after each Payment Date,
confirm to the Trustee, in accordance with clause 24, that the
Principal Paying Agent has paid the relevant amount to the relevant
Common Depository. The Principal Paying Agent will countersign and
promptly return any such confirmation requested by the Trustee.
(b) Subject to the terms of this agreement, the Principal Paying Agent
shall be 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 shall be entitled to retain for
its own account any interest earned on the sums from time to time
credited to the account referred to in paragraph (a) and it need not
segregate such sums from other amounts held by it, except as required
by law.
3.10 NO FEE
Subject to clause 20, no Paying Agent will charge any commission or fee in
relation to any payment under this agreement to the person receiving or
entitled to receive the payment or make the exchange.
3.11 TRUST
The Principal Paying Agent shall hold on trust for the Note Trustee and the
[Class A-1] Noteholders all sums held by it for the payment of principal
and interest with respect to the [Class A-1] Notes until all relevant sums
are paid to the Note Trustee or the [Class A-1] Noteholders or otherwise
disposed of in accordance with the Note Trust Deed.
3.12 FORMS AND INFORMATION
The Manager shall provide each Paying Agent with any forms and such other
information reasonably required by that Paying Agent in connection with any
withholding Tax imposed on any payment under the [Class A-1] Notes.
4. REPAYMENT
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(a) Immediately on any entitlement to receive principal or interest under
any [Class A-1] Note becoming void under the relevant Conditions, the
Principal Paying Agent shall repay to the 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 rata as to the amount
and time) to the extent already paid under clause 20.
(b) Despite paragraph (a), the Principal Paying Agent shall not be obliged
to make any repayment to the Trustee so long as any amounts which
should have been paid to or to the order of the Principal Paying Agent
or, if applicable, the Note Trustee by the Trustee remain unpaid.
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5. APPOINTMENT OF THE CALCULATION AGENT
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(a) The Trustee (acting on the direction of the Manager) appoints the
Calculation Agent as its reference agent in respect of the [Class A-1]
Notes upon the terms and conditions set forth in this agreement and
the Calculation Agent accepts that appointment.
(b) It is acknowledged and agreed that:
(i) the Calculation Agent is the agent of the Trustee in its capacity
as trustee of the Trust only; and
(ii) despite anything else in this agreement, any other Transaction
Document or at law, the Trustee in its personal capacity is not
responsible for any act or omission of the Calculation Agent
except to the extent of losses, costs, claims or damages caused
by the fraud, negligence or Default of the Trustee.
6. DUTIES OF THE CALCULATION AGENT
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(a) The Calculation Agent shall, in relation to the [Class A-1] Notes,
until their final maturity or such earlier date on which the [Class
A-1] Notes are due and payable in full and in either case until the
Trustee has paid all amounts in relation to the [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 Manager, the Note Trustee or the Principal Paying
Agent;
(ii) determine LIBOR for each Interest Period, and calculate the
relevant Interest and Interest Rate on the [Class A-1] Notes, in
the manner set out in Condition 4 and confirm with 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 the Currency Swap Provider under the Currency Swap;
(iii) notify the Trustee, the Manager, the Note Trustee, the Paying
Agents and the Currency Swap Provider by telex or facsimile
transmission on or as soon as possible after the first day of
each Interest Period, of the Interest Rates and the Interest so
determined by it in relation to that Interest Period, specifying
to those parties the rates upon which they are based and (where
relevant) the names of the banks quoting those rates.
(b) The Manager shall on behalf of the Trustee cause the Interest and
Interest Rates applicable to the [Class A-1] Notes for each Interest
Period, together with the relevant Payment Date, to be published
(subject to clause 20, 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
Manager in order to effect that publication.
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(c) The Interest, Interest Rate and relevant Payment Date published under
paragraph (b) may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice to [Class A-1]
Noteholders in the event of an amendment 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
[Class A-1] Note, the 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 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 shall deem fair and reasonable in
all the circumstances.
7. NOTE TRUSTEE
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(a) At any time after:
(i) an Event of Default has occurred in relation to a [Class A-1]
Note; or
(ii) Definitive Notes have not been issued when required in accordance
with the provisions of the Transaction Documents,
the Note Trustee may:
(iii) by notice in writing to the Trustee, the Manager, the
Calculation Agent, the Principal Paying Agent and the other
Paying Agents (if any) require the Principal Paying Agent, the
other Paying Agents and the Calculation Agent either:
(A) to act as Principal Paying Agent, Paying Agent and
Calculation Agent respectively, of the Note Trustee on the
terms of this agreement in relation to payments to be made
by or on behalf of the Trustee under the terms of the Note
Trust Deed, except that the Note Trustee's liability under
any provisions of this agreement for the indemnification of
the Calculation Agent and the Paying Agents shall be limited
to any amount for the time being held by the Note Trustee on
the trusts of the Note Trust Deed and which is available to
be applied by the Note Trustee for that purpose; and
(B) to hold all Definitive Notes and all amounts, documents and
records held by them in respect of the [Class A-1] Notes on
behalf of the Note Trustee; or
(C) to deliver up all Definitive Notes, and all amounts,
documents and records held by them in respect of the [Class
A-1] Notes, to the Note Trustee or as the Note Trustee
directs in that notice, other than any documents or records
which the Calculation Agent or Paying Agent (as the case may
be) is obliged not to release by any law or regulation; and
(D) by notice in writing to the Trustee require it to make (or
arrange to be made) all subsequent payments in respect of
the [Class A-1] Notes to the order of the Note Trustee and
not to the Principal Paying Agent and, with effect
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from the issue of that notice to the Trustee and until that
notice is withdrawn clause 2.3 of the Note Trust Deed shall
not apply.
A payment by the Trustee of its payment obligations on each Payment
Date under the Supplementary Terms Notice and the relevant Conditions
to the Note Trustee in accordance with paragraph (a)(iii)(D) shall be
a good discharge to the Note Trustee to the extent of such payment.
(b) The Note Trustee shall promptly upon request give notice to the
Manager, the Trustee, the Security Trustee, the Calculation Agent and
the Principal Paying Agent of any change in the Authorised Signatories
of the Note Trustee.
8. EARLY REDEMPTION OF [CLASS A-1] NOTES
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(a) If the Trustee intends to redeem the [Class A-1] Notes prior to their
Final Maturity Date pursuant to Condition 5 (which it may only do at
the direction of the Manager), the Manager shall give not less than 5
days' prior written notice to the Principal Paying Agent and the Note
Trustee before giving the requisite period of notice to the [Class
A-1] Noteholders in accordance with the relevant Condition 5 and
stating the Payment Date on which such [Class A-1] Notes are to be
redeemed.
(b) The Principal Paying Agent shall, on receipt of a notice under
paragraph (a):
(i) notify the relevant Common Depository of the proposed redemption,
specifying:
(A) the aggregate Invested Amount or Stated Amount (as the case
may be) of the [Class A-1] Notes to be redeemed;
(B) the amount of principal to be repaid in relation to the
[Class A-1] Notes; and
(C) the date on which the [Class A-1] Notes are to be redeemed;
and
(ii) promptly and in accordance with the Conditions, on behalf of and
at the expense of the Trustee, publish the notices required in
connection with that redemption.
9. PRO RATA REDEMPTION AND CANCELLATION OF NOTES
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(a) If the Trustee is required to redeem some (but not all) of the [Class
A-1] Notes prior to their Final Maturity Date pursuant to Condition 5
the Manager shall on each Determination Date give prior notice to the
Calculation Agent, the Principal Paying Agent and the Note Trustee, as
provided in Condition 5.
(b) On receipt of a notice under paragraph (a), the Principal Paying Agent
shall notify the relevant Common Depository of the proposed
redemption, specifying in each case the aggregate Invested Amount of
the [Class A-1] Notes to be redeemed and the date on which such [Class
A-1] Notes are to be redeemed.
(c) The Manager shall, on (or as soon as practicable after) each Quarterly
Determination Date calculate:
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(i) the amount of principal to be repaid in respect of each [Class
A-1] Note due on the Payment Date next following that
Determination Date;
(ii) the Stated Amount and Invested Amount of each [Class A-1] Note on
the first day of the next following Interest Period for the
[Class A-1] Notes (after deducting any principal due to be made
on the next Payment Date); and
(iii) the [Class A] Bond Factor on each Quarterly Determination Date
in respect of the Collection Period ending before that Quarterly
Determination Date,
and shall forthwith notify or cause to be notified to the Trustee, the
Calculation Agent, the Note Trustee, the Principal Paying Agent and
the Currency Swap Provider of each of those determinations in
accordance with the Supplementary Terms Notice. On receipt of that
notice, the Principal Paying Agent shall give a copy of that notice to
the Common Depository.
(d) The Manager will immediately cause details of each determination under
paragraph (c) to be published in accordance with Condition 12 at least
one Business Day before the relevant Payment Date.
(e) If no principal is due to be repaid on the [Class A-1] Notes on any
Payment Date, the Manager shall give notice or shall cause a notice to
this effect to be given to the relevant [Class A-1] Noteholders in
accordance with Condition 12.
(f) If any [Class A-1] Notes are redeemed in whole or in part in
accordance with the Conditions and the Transaction Documents, the
Principal Paying Agent will, if any Book-Entry Notes are still
outstanding, cause the Note Registrar to record all relevant details
in the Note Register. The Principal Paying Agent shall as soon as
possible, and in any event within three months after the date of any
redemption or purchase, furnish to each of the Trustee and, if the
Principal Paying Agent is not also the Note Trustee, the Note Trustee
a certificate setting out the aggregate Invested Amount and Stated
Amount of [Class A-1] Notes which have been redeemed or the aggregate
Invested Amount and Stated Amount of [Class A-1] Notes which have been
purchased. If the Invested Amount of a Book-Entry Note is reduced to
nil, the Principal Paying Agent shall destroy the relevant Book-Entry
Note and issue a destruction certificate forthwith to the Note Trustee
and shall send a copy of that certificate to the Trustee, the Manager
and the Note Trustee.
10. CANCELLATION, DESTRUCTION AND RECORDS WHERE [CLASS A-1] NOTES IN DEFINITIVE
FORM HAVE BEEN ISSUED
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(a) All Definitive Notes which are redeemed in their entirety (but not
partial redemptions of Definitive Notes in accordance with Condition
5), shall be forthwith cancelled by perforation by the Paying Agent by
or through which they are redeemed, paid or exchanged. If that Paying
Agent is not the Principal Paying Agent, that Paying Agent shall
promptly give all relevant details and forward the cancelled
Definitive Notes to the Principal Paying Agent.
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(b) The Principal Paying Agent shall as soon as possible, and in any event
within 70 days after the date of any redemption, presentation or
payment of Definitive Notes, furnish to each of the Trustee, the
Manager and the Note Trustee a certificate stating:
(i) the aggregate Invested Amount of Definitive Notes which have been
redeemed in full or, as the case may require, the aggregate
amounts of principal and interest paid in respect of the
Book-Entry Notes;
(ii) the serial numbers of those Definitive Notes; and
(iii) the aggregate Invested Amounts of Definitive Notes which have
been surrendered and replaced and the serial numbers of those
Definitive Notes.
(c) Unless otherwise previously instructed by the Trustee or the Manager,
the Principal Paying Agent shall destroy any cancelled Definitive
Notes in its possession and furnish each of the Trustee, the Manager
and the Note Trustee with a destruction certificate which lists the
Class and serial numbers of those Definitive Notes in numerical
sequence.
(d) The Principal Paying Agent shall:
(i) keep a full and complete record of:
(A) all Definitive Notes issued;
(B) the redemption, purchase, cancellation, payment, exchange,
surrender for replacement or destruction of the Definitive
Notes; and
(C) all replacement Definitive Notes issued in substitution for
lost, stolen, mutilated, defaced or destroyed Definitive
Notes; and
(ii) make those records available at all reasonable times to the
Trustee, the Manager and the Note Trustee.
11. ISSUE OF REPLACEMENT DEFINITIVE NOTES WHERE DEFINITIVE NOTES HAVE BEEN
ISSUED
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(a) The Manager shall, where Definitive Notes have been issued, cause a
sufficient quantity of additional Definitive Notes to be made
available, upon request by the Principal Paying Agent, for the purpose
of issuing replacement Definitive Notes as provided below.
(b) The Principal Paying Agent shall, subject to and in accordance with
the Conditions, the Transaction Documents and this clause, issue any
replacement Definitive Notes, in place of Definitive Notes which have
been lost, stolen, mutilated, defaced or destroyed.
(c) The Principal Paying Agent shall not issue any replacement Definitive
Note unless and until the relevant applicant has:
(i) paid all costs (including the fees and costs of the Principal
Paying Agent and of any Paying Agent through which the
replacement Definitive Note is issued) as may be incurred in
connection with that replacement;
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(ii) in the case of a lost, stolen, defaced or destroyed Definitive
Note, furnished the Principal Paying Agent with any evidence
(including evidence as to the Class and serial number of the
Definitive Note in question) and indemnity in respect of that
loss, theft, defacement or destructions as the Trustee or the
Manager and the Principal Paying Agent may reasonably require;
and
(iii) in the case of a mutilated or defaced Definitive Note,
surrendered to the Principal Paying Agent the mutilated or
defaced Definitive Note which is to be replaced.
(d) The Principal Paying Agent shall cancel any mutilated or defaced
Definitive Note replaced under this clause and shall furnish the
Trustee, the Manager and the Note Trustee, on the first day of each
month, with a certificate stating the Class and serial numbers of
Definitive Notes cancelled during that month. Unless otherwise
previously instructed by the Trustee or the Manager, the Principal
Paying Agent shall destroy any cancelled Definitive Notes and furnish
the Trustee, the Manager and the Note Trustee with a destruction
certificate containing the information specified in clause 10(b).
(e) The Principal Paying Agent shall, on issuing any replacement
Definitive Note, forthwith inform each of the other Paying Agents, the
Trustee, the Manager and the Note Trustee of the Invested Amount and
the Class and serial number of that replacement Definitive Note issued
and the Class and serial number of the Definitive Note in place of
which the replacement Definitive Note has been issued.
(f) Whenever any Definitive Note which is alleged to have been lost,
stolen or destroyed (and in replacement for which a new Definitive
Note has been issued) is presented to any Paying Agent for payment,
the Paying Agent to which that Definitive Note is presented shall
immediately notify the Trustee, the Manager, the Note Trustee and (if
presentation is not made to the Principal Paying Agent) the Principal
Paying Agent. The Principal Paying Agent shall, on receipt of that
notice or (as the case may be) on presentation of the Definitive Note
to it and after consultation with the Trustee, take appropriate steps
(subject to being indemnified to its reasonable satisfaction as to
cost) to recover the amount covered by the indemnity with respect to
the allegedly lost, stolen or destroyed Definitive Note. The Principal
Paying Agent shall account to the Trustee for any amount so collected.
12. NOTICES TO NOTEHOLDERS
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(a) At the request and expense of the Trustee, the Principal Paying Agent
shall arrange for the publication of all notices to [Class A-1]
Noteholders in accordance with the relevant Conditions.
(b) The Principal Paying Agent shall promptly send to the Note Trustee one
copy of the form of every notice given to [Class A-1] Noteholders in
accordance with the relevant Conditions.
13. DOCUMENTS AND FORMS
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(a) The Manager shall provide to the Principal Paying Agent for
distribution to each Paying Agent:
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(i) sufficient copies of all documents required by the relevant
Conditions, the Prospectus or the Note Trust Deed to be available
to [Class A-1] Noteholders for issue or inspection (including the
Note Trust Deed, the Master Trust Deed and the Supplementary
Terms Notice);
(ii) in the event of a meeting of [Class A-1] Noteholders being
called, forms of voting certificates and block voting
instructions, together with instructions from the Trustee (those
instructions having previously been approved by the Note Trustee)
as to the manner of completing, dealing with and recording the
issue of such forms; and
(iii) if Definitive Notes are issued, specimens of those Definitive
Notes.
(b) The Manager and the Trustee shall provide to the Calculation Agent
such documents as the Calculation Agent may reasonably require from
the Manager or the Trustee (and in the case of the Trustee only those
documents that are in the Trustee's possession or power) in order for
the Calculation Agent properly to fulfil its duties in respect of the
[Class A-1] Notes.
14. AUTHENTICATION
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The Principal Paying Agent upon written direction of the Manager shall
authenticate or cause to be authenticated the Book-Entry Notes and (if
required) the Definitive Notes (whether on initial issue or on
replacement). The Principal Paying Agent shall not be required to
authenticate or cause to be authenticated any Book-Entry Notes or
Definitive Notes unless directed to do so in writing by the Manager, or the
Trustee at the direction of the Manager.
15. INDEMNITY
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(a) Subject to paragraph (b) and clause 25, the Trustee shall indemnify
each Paying Agent, the Note Registrar and the Calculation Agent
against any loss, damages, proceeding, liability, cost, claim, action,
demand or expense (in this clause 15, each, an EXPENSE) which that
Paying Agent, the Note Registrar or the Calculation Agent, as the case
may be, may incur or which may be made against that Paying Agent, the
Note Registrar or the Calculation Agent (as the case may be), as a
result of or in connection with that Paying Agent's, the Note
Registrar's or the Calculation Agent's, as the case may be,
appointment or the exercise of that Paying Agent's, the Note
Registrar's or the Calculation Agent's, as the case may be, powers and
performance of the Paying Agent's, the Note Registrar's or the
Calculation Agent's, as the case may be, duties under this agreement,
notwithstanding the resignation or removal of that Paying Agent, the
Note Registrar or the Calculation Agent in accordance with clause 19
(including any liability in respect of payment of a cheque drawn by
that Paying Agent or the Calculation Agent (as the case may be) where
the cheque is collected or sued upon or an attempt at collection is
made after the amount in respect of which it is paid has been returned
to the Trustee under clause 4).
(b) The indemnity in paragraph (a) applies to any Expense of a Paying
Agent, the Note Registrar or the Calculation Agent (as the case may
be) only:
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(i) to the extent the Expense does not result from the breach by the
Paying Agent, the Note Registrar or the Calculation Agent (as the
case may be) of the terms of this agreement or which breach
arises out of the Paying Agent's, the Note Registrar's or the
Calculation Agent's (as the case may be) own fraud, wilful
default or negligence or that of its directors, officers or
employees or servants; and
(ii) if and whenever the Trustee or the Manager so requires, the
Paying Agent, the Note Registrar or the Calculation Agent (as the
case may be) takes any actions or proceedings under the control
and at the expense of the Trustee as the Trustee may reasonably
require to avoid, resist or compromise that Expense.
(c) Subject to paragraph (d), each of the Calculation Agent, the Note
Registrar and the Paying Agents severally indemnifies the Trustee and
the Manager against all losses, liabilities, costs, claims, actions,
damages, expenses or demands which the Trustee or the Manager (as the
case may be) may incur or which may be made against it as a result of
a breach by the Calculation Agent, the Note Registrar or the Paying
Agent (as the case may be) of any term of this agreement or its own
fraud, wilful default or negligence or that of its directors,
officers, employees or servants including any failure to obtain and
maintain in existence any Authorisation required by it for the
assumption, exercise and performance of its powers and duties under
this agreement.
(d) Notwithstanding any other provision in this agreement, each of the
Calculation Agent, the Note Registrar and the Paying Agents shall:
(i) not be liable to indemnify the Trustee or the Manager (as the
case may be) for any loss caused by events beyond its reasonable
control including, any malfunction, interruption or error in the
transmission of information caused by any machine or systems or
interception of communication facilities, abnormal operating
conditions or acts of God; and
(ii) have no liability whatsoever for any consequential, special,
indirect or speculative loss or damages (including, but not
limited to, loss of profits, whether or not foreseeable) suffered
by the Trustee or the Manager in connection with the transactions
contemplated by and the relationship established by this
agreement even if the Calculation Agent, the Note Registrar or
the relevant Paying Agent (as the case may be) has been advised
as to the possibility of the same.
16. THE NOTE REGISTER
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16.1 APPOINTMENT OF NOTE REGISTRAR
The Trustee appoints [*] to be the initial Note Registrar. [*] accepts that
appointment.
16.2 DETAILS TO BE KEPT ON THE NOTE REGISTER
The Note Registrar shall keep the Note Register with respect to the Trust
in accordance with the terms of this agreement and Note Trust Deed, on
which shall be entered the following information relating to the Trust:
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(a) (NAME) the name of the Trust;
(b) (CREATION) the date of the creation of the Trust;
(c) (ISSUE DATES) the Issue Dates for [Class A-1] Notes issued in relation
to the Trust;
(d) (INITIAL INVESTED AMOUNT) the total Initial Invested Amount of [Class
A-1] Notes issued on each such Issue Date;
(e) (INVESTED AMOUNT) the Invested Amount of each [Class A-1] Note from
time to time;
(f) (STATED AMOUNT) the Stated Amount of each [Class A-1] Note from time
to time;
(g) (SERIES) details of relevant Classes of [Class A-1] Notes;
(h) (DETAILS OF NOTEHOLDERS) the name and address of each [Class A-1]
Noteholder;
(i) (NUMBER OF NOTES) the number of [Class A-1] Notes held by each [Class
A-1] Noteholder;
(j) (DATE OF ENTRY) the date on which a person was entered as the holder
of [Class A-1] Notes;
(k) (DATE OF CESSATION) the date on which a person ceased to be a [Class
A-1] Noteholder;
(l) (ACCOUNT) the account to which any payments due to a [Class A-1]
Noteholder are to be made (if applicable);
(m) (PAYMENTS) a record of each payment in respect of the [Class A-1]
Notes; and
(n) (ADDITIONAL INFORMATION) such other information as:
(i) is required by the Supplementary Terms Notice;
(ii) the Note Registrar considers necessary or desirable; or
(iii) the Manager or the Trustee reasonably requires in writing with
respect to [Class A-1] Notes.
16.3 PAYMENTS OF PRINCIPAL AND INTEREST
(a) Any payment of principal or interest on any [Class A-1] Note shall be
endorsed by the Note Registrar on the Note Register. In the case of
payments of principal, the Invested Amount of the [Class A-1] Notes
shall be reduced for all purposes by the amount so paid and endorsed
on the Note Register. Any such record shall be prima facie evidence
that the payment in question has been made.
(b) If the amount of principal or interest (as the case may be) due for
payment on any [Class A-1] Note is not paid in full (including
Carryover Charge Offs and by reason of a deduction or withholding) the
Note Registrar shall endorse a record of that shortfall on the Note
Register.
16.4 PLACE OF KEEPING REGISTER, COPIES AND ACCESS
The Note Register shall be:
(a) (PLACE KEPT) kept at the office of the Note Registrar at [*] or at
such place as the Trustee, the Manager and the Note Registrar may
agree;
(b) (ACCESS TO MANAGER AND AUDITOR) open to the Trustee, the Manager, the
Note Trustee and the Auditor of the Trust to inspect during normal
business hours;
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(c) (INSPECTION BY [CLASS A-1] NOTEHOLDERS) open for inspection by the
Note Trustee or a [Class A-1] Noteholder during normal business hours
but, in the case of a [Class A-1] Noteholder, only in respect of
information relating to that [Class A-1] Noteholder; and
(d) (NOT FOR COPYING) not available to be copied by any person (other than
the Trustee, the Manager or the Note Trustee) except in compliance
with such terms and conditions (if any) as the Manager, the Trustee
and the Note Registrar in their absolute discretion nominate from time
to time.
16.5 DETAILS ON NOTE REGISTER CONCLUSIVE
(a) (RELIANCE ON REGISTER) The Trustee shall be entitled to rely on the
Note Register as being a correct, complete and conclusive record of
the matters set out in it at any time and whether or not the
information shown in the Note Register is inconsistent with any other
document, matter or thing. The Trustee is not liable to any person in
any circumstances whatsoever for any inaccuracy in, or omission from,
the Note Register.
(b) (NO TRUSTS ETC) The Note Registrar shall not be obliged to enter on
the Note Register notice of any trust, Security Interest or other
interest whatsoever in respect of any [Class A-1] Notes and the
Trustee shall be entitled to recognise a [Class A-1] Noteholder as the
absolute owner of [Class A-1] Notes and the Trustee shall not be bound
or affected by any trust affecting the ownership of any [Class A-1]
Notes unless ordered by a court or required by statute.
16.6 ALTERATION OF DETAILS ON NOTE REGISTER
On the Note Registrar being notified of any change of name or address or
payment or other details of a [Class A-1] Noteholder by the [Class A-1]
Noteholder, the Note Registrar shall alter the Note Register accordingly.
16.7 RECTIFICATION OF NOTE REGISTER
If:
(a) an entry is omitted from the Note Register;
(b) an entry is made in the Note Register otherwise than in accordance
with this agreement;
(c) an entry wrongly exists in the Note Register;
(d) there is an error or defect in any entry in the Note Register; or
(e) 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
A-1] Notes,
the Note Registrar may rectify the same.
16.8 CORRECTNESS OF NOTE REGISTER
The Note Registrar shall not be liable for any mistake, error or omission
on the Note Register or in any purported copy except to the extent that the
mistake, error or omission is attributable to its fraud, negligence or
wilful default or that of its directors, officers or employees who have day
to day responsibility for the administration of the Note Trust or Note
Register.
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17. CHANGES OF NOTE REGISTRAR
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17.1 REMOVAL
The Trustee (or the Manager on its behalf after advising the Trustee) may
terminate the appointment of the Note Registrar with the prior written
approval of the Note Trustee (which approval must not be unreasonably
withheld or delayed), with effect not less than 60 days from that notice.
17.2 RESIGNATION
Subject to this clause 17 the Note Registrar may resign its appointment at
any time by giving to the Trustee, the Manager and the Note Registrar not
less than 60 days prior written notice to that effect.
17.3 LIMITATION
Despite clauses 17.1 and 17.2:
(a) no resignation by or termination of the appointment of the Note
Registrar shall take effect until a new Note Registrar approved in
writing by the Note Trustee has been appointed on terms previously
approved in writing by the Note Trustee (in each case, that approval
not to be unreasonably withheld or delayed); and
(b) the appointment of a new Note Registrar shall be on the terms and
subject to the conditions of this agreement and the outgoing Note
Registrar shall 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 new Note Xxxxxxxxx.
00. GENERAL
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18.1 COMMUNICATIONS TO [CLASS A-1] NOTEHOLDERS
The Principal Paying Agent shall, upon receipt from the Trustee, Manager,
Security Trustee or Note Trustee of any communication to be delivered to
[Class A-1] Noteholders or [Class A] Note Owners (as the case may be)
including any communications pursuant to clauses 3.3, 3.4, 7.1, 11(n)(i),
18(a), 22.3 or 23.2 of the Note Trust Deed or any other solicitation of
notice from or consent of the [Class A-1] Noteholders or [Class A] Note
Owners pursuant to or relating to the Note Trust Deed or this agreement,
forward such communications to the [Class A-1] Noteholders or [Class A]
Note Owners, along with instructions that the responses relating to such
communications be returned to the Principal Paying Agent. Such
communication shall include the date upon which the response to such
solicitation shall be delivered (the RESPONSE DATE). The Principal Paying
Agent shall treat any [Class A-1] Noteholder or [Class A] Note Owner who
has not delivered its response as of the Response Date as having withheld
its consent to the proposed action. The Principal Paying Agent shall notify
the Trustee, Manager and Note Trustee of the results of any such
solicitations of consent.
18.2 AGENCY
Subject to any other provision of this agreement including clause 7, each
of the Paying Agents, the Calculation Agent and the Note Registrar (each a
NOTE PARTY) shall act solely for and as agent of the
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Trustee and shall 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 A-1] Notes and shall be responsible only for
performance of the duties and obligations expressly imposed upon it in this
agreement.
18.3 IDENTITY
Each Paying Agent shall (except as ordered by a court of competent
jurisdiction or as required by law) be entitled to treat the person:
(a) who is, while a Book-Entry Note remains outstanding, the registered
owner of that Book-Entry Note as the person entitled to receive
payments of principal or interest (as applicable) and each person
shown in the records of the relevant Common Depository as the holder
of any [Class A-1] Note represented by a Book-Entry Note shall be
entitled to receive from the registered owner of that Book-Entry Note
any payment so made in accordance with the respective rules and
procedures of that Common Depository and on the terms and subject to
the conditions of that Book-Entry Note;
(b) who is the registered owner of any relevant Definitive Note, 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); or
(c) who, when a Book-Entry Note in respect of any [Class A-1] Note is no
longer outstanding but Definitive Notes in respect of the [Class A-1]
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 [Class A-1] Noteholders,
and in all cases and for all purposes despite any notice to the contrary
and shall not be liable for so doing.
18.4 NO SET-OFF
No Paying Agent shall 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
A-1] Notes in respect of moneys payable by it under this agreement.
18.5 RELIANCE
Each of the Calculation Agent, the Note Registrar and the Paying Agent(s)
shall be protected and shall 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 Trustee or the Manager or in reliance upon any
[Class A-1] 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.
18.6 ENTITLED TO DEAL
A Note Party or any of its directors or officers shall not be precluded
from acquiring, holding or dealing in any [Class A-1] Notes or from
engaging or being interested in any contract or other financial or other
transaction or arrangement with the Trustee, the Manager or the Servicer as
freely as if it were not an agent of the Trustee under this agreement and
in no event whatsoever (other than fraud, wilful default
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or negligence) shall any Note Party be liable to account to the Trustee or
any person entitled to receive amounts of principal or interest on the
[Class A-1] Notes for any profit made or fees or commissions received in
connection with this agreement or any [Class A-1] Notes.
18.7 CONSULTATION
Each Note Party may properly consult as to legal matters with lawyers
selected by it, who may be employees of or lawyers to the Trustee, the
Manager or the relevant Paying Agent or the Calculation Agent. The Note
Party must promptly notify the Trustee and the Manager of any such
appointment or consultation.
18.8 DUTIES
Each Note Party shall perform the duties, and only the duties, contained in
or reasonably incidental to this agreement and the Conditions and in the
[Class A-1] Notes, and no implied duties or obligations (other than general
laws as to agency) shall be read into this agreement or the [Class A-1]
Notes against any Note Party. A Note Party shall not be 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.
18.9 INCOME TAX RETURNS
The Principal Paying Agent shall, subject always to compliance with
mandatory provisions of law, upon request from any [Class A-1] Noteholder,
deliver to such [Class A-1] Noteholder such information as may be
reasonably required to enable such [Class A-1] Noteholder to prepare all
applicable income tax returns.
18.10 TAXES
Each Paying Agent shall file such returns concerning payments under this
agreement as shall be required of it by applicable law, but shall not be
responsible for the collection or withholding of Taxes due on such payments
except, and only to the extent, required of it as Paying Agent by
applicable law.
18.11 WRITTEN INSTRUCTIONS
Each Paying Agent may, at any time, apply to the Trustee for written
instructions with respect to any matter arising under this agreement and
shall be fully protected in acting in accordance with such instructions.
18.12 NO REPRESENTATIONS
No Paying Agent makes any representation with respect to the validity or
sufficiency of the [Class A-1] Notes, or the use or application of the
proceeds of sale or distribution of the [Class A-1] Notes, and shall incur
no liability with respect to the foregoing.
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19. CHANGES IN PAYING AGENTS AND CALCULATION AGENT
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19.1 REMOVAL
The Trustee (or the Manager with the consent of the Trustee (such consent
not to be unreasonably withheld)) may at any time:
(a) with the prior written approval of the Note Trustee appoint:
(i) additional or alternative Paying Agents; or
(ii) an alternative Calculation Agent;
(b) subject to this clause 19, terminate the appointment of any Paying
Agent or the Calculation Agent by giving written notice to that effect
to each Designated Rating Agency, the Note Trustee, the Calculation
Agent (if its appointment is to be terminated), the Principal Paying
Agent and (if different) the Paying Agent whose appointment is to be
terminated:
(i) with effect immediately on that notice, if any of the following
occurs in relation to the Paying Agent or Calculation Agent (as
the case may be):
(A) an Insolvency Event has occurred in relation to the Paying
Agent or Calculation Agent;
(B) the Paying Agent or Calculation Agent has ceased its
business;
(C) the Paying Agent or Calculation Agent fails to comply with
any of its obligations under this agreement and, if capable
of remedy, such failure is not remedied within five days
after the earlier of (1) the Paying Agent or the Calculation
Agent, as the case may be, having become aware of that
failure and (2) the receipt by the Paying Agent or the
Calculation Agent, as the case may be, of written notice
with respect thereto from the Trustee or Manager; or
(ii) otherwise, with the prior written approval of the Note Trustee
(which approval must not be unreasonably withheld or delayed)
with effect not less than 60 days' from that notice, which date
shall be not less than 30 days before nor 30 days after any due
date for payment of any [Class A-1] Notes.
19.2 RESIGNATION
Subject to this clause 19, a Paying Agent or the Calculation Agent may
resign its appointment under this agreement at any time by giving to the
Trustee, the Manager, each Designated Rating Agency and (where a Paying
Agent is resigning and the Paying Agent is not the Principal Paying Agent)
the Principal Paying Agent not less than 60 days' written notice to that
effect, which notice shall expire not less than 30 days before or 30 days
after any due date for payment of any [Class A-1] Notes.
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19.3 LIMITATION
Despite clauses 19.1 and 19.2:
(a) no resignation by or termination of the appointment of the Principal
Paying Agent shall take effect until a new Principal Paying Agent
approved in writing by the Note Trustee has been appointed on terms
previously approved in writing by the Note Trustee (in each case, that
approval not to be unreasonably withheld or delayed);
(b) subject to clause 19.3(a), if any Paying Agent or the Calculation
Agent resigns in accordance with clause 19.2, but by the day falling
15 days before the expiry of any notice under clause 19.2 the Trustee
or the Manager has not appointed a new Paying Agent or Calculation
Agent then the relevant Paying Agent or Calculation Agent (as the case
may be) may appoint in its place any reputable bank or trust company
of good standing approved in writing by the Note Trustee and provided
that the appointment is made on terms previously approved in writing
by the Note Trustee (in each case, that approval not to be
unreasonably withheld or delayed);
(c) no resignation by or termination of the appointment of any Paying
Agent shall take effect if as a result of that resignation or
termination there would cease to be a Paying Agent which has a Paying
Office in the City of New York;
(d) no appointment or termination of the appointment of any Paying Agent
or the Calculation Agent (as the case may be) shall take effect unless
and until notice has been given to the [Class A-1] Noteholders in
accordance with the relevant Conditions; and
(e) the appointment of any additional Paying Agent shall be on the terms
and subject to the conditions of this agreement and each of the
parties to this agreement shall 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 shall not, except in the case of an appointment under clause
19.1(a) or a termination under clause 19.1(b)(ii) or a resignation
under clause 19.2, be at the cost of the Trustee).
In addition, the Trustee at the direction of the Manager shall forthwith
appoint a Paying Agent with a Paying Office in the City of New York in the
circumstances described in the relevant Condition 6 (if there is no such
Paying Agent at the time) and while such circumstances subsist maintain
such a Paying Agent. Notice of any such termination or appointment and of
any change in the office through which any Paying Agent will act will be
given by the Manager on behalf of the Trustee in accordance with Condition
12.
19.4 DELIVERY OF AMOUNTS
If the appointment of the Principal Paying Agent terminates, the Principal
Paying Agent shall, 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 A-1] Note and shall
deliver to the successor Principal Paying Agent all records maintained by
it pursuant to this agreement and all documents (including any Definitive
Notes) held by it under this agreement.
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19.5 SUCCESSOR TO PAYING AGENTS
(a) On the execution by the Trustee, the Manager and any successor Paying
Agent of an instrument effecting the appointment of that successor
Paying Agent, that successor Paying Agent shall, without any further
act, deed or conveyance, become vested with all the authority, rights,
powers, trusts, immunities, duties and obligations of its predecessor
with effect as if originally named as Paying Agent (or, in the case of
a successor Principal Paying Agent, as if originally named as
Principal Paying Agent) 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), shall 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 Paying Agent is appointed.
(b) Any corporation:
(i) into which a Paying Agent is merged;
(ii) with which a Paying Agent is consolidated;
(iii) resulting from any merger or consolidation to which a Paying
Agent is a party; or
(iv) to which a Paying Agent sells or otherwise transfers all or
substantially all the assets of its corporate trust business,
shall, on the date when that merger, conversion, consolidation, sale
or transfer becomes effective and to the extent permitted by
applicable law, become a successor Paying Agent 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 Trustee or the Manager, and after that
effective date all references in this agreement to a Paying Agent (or
in the case of a successor Principal Paying Agent, to the Principal
Paying Agent) shall be references to that corporation.
19.6 SUCCESSOR TO CALCULATION AGENT
(a) On the execution by the Trustee, the Manager and any successor
Calculation Agent of an instrument effecting the appointment of that
successor Calculation Agent, that successor Calculation Agent shall,
without any further act, deed or conveyance, become vested with all
the authority, rights, powers, trusts, immunities, duties and
obligations of its predecessor with effect as if originally named as
Calculation Agent 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), shall 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 Calculation Agent is appointed.
(b) Any corporation:
(i) into which the Calculation Agent is merged;
(ii) with which the Calculation Agent is consolidated;
(iii) resulting from any merger or consolidation to which the
Calculation Agent is a party;
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(iv) to which the Calculation Agent sells or otherwise transfers all
or substantially all the assets of its corporate trust business,
shall, on the date when that merger, conversion, consolidation, sale
or transfer becomes effective and to the extent permitted by
applicable law, become the successor Calculation Agent 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 Trustee or the Manager, and after
that effective date all references in this agreement to the
Calculation Agent shall be references to that corporation.
19.7 SUCCESSOR TO NOTE REGISTRAR
(a) On the execution by the Trustee, the Manager and any successor Note
Registrar of an instrument effecting the appointment of that successor
Note Registrar, that successor Note Registrar shall, without any
further act, deed or conveyance, become vested with all the authority,
rights, powers, trusts, immunities, duties and obligations of its
predecessor with effect as if originally named as Note Registrar 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), shall 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 Note
Registrar is appointed.
(b) Any corporation:
(i) into which the Note Registrar is merged;
(ii) with which the Note Registrar is consolidated;
(iii) resulting from any merger or consolidation to which the Note
Registrar is a party; or
(iv) to which the Note Registrar sells or otherwise transfers all or
substantially all the assets of its corporate trust business,
shall, on the date when that merger, conversion, consolidation, sale
or transfer becomes effective and to the extent permitted by
applicable law, become the successor Note Registrar 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 Trustee or the Manager, and after
that effective date all references in this agreement to the Note
Registrar shall be references to that corporation.
19.8 NOTICE TO [CLASS A-1] NOTEHOLDERS
The Manager on behalf of the Trustee shall, within 14 days of:
(a) the termination of the appointment of any Paying Agent, the Note
Registrar or the Calculation Agent;
(b) the appointment of a new Paying Agent, the Note Registrar or
Calculation Agent; or
(c) the resignation of any Paying Agent or Calculation Agent,
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give to the [Class A-1] Noteholders notice of the termination, appointment
or resignation in accordance with Condition 12 (in the case of a
termination under clause 19.1(b)(i) or 19.2 at the cost of the outgoing
Paying Agent or the Calculation Agent, as the case may be).
19.9 CHANGE IN PAYING OFFICE OR SPECIFIED OFFICE
(a) If any Paying Agent proposes to change its Paying Office or to
nominate a further Paying Office (which must be within the same city
as its previous Paying Office), it must give to the Trustee, the
Manager, the Note Trustee, the [Class A-1] Noteholders (which notice,
in the case of the [Class A-1] Noteholders, must be given in
accordance with Condition 12) and, in the case of a change in the
Paying Office of a Paying Agent other than the Principal Paying Agent,
the Principal Paying Agent, not less than 30 days' prior written
notice of that change, giving the address of the new Paying Office and
stating the date on which the change is to take effect.
(b) If the Calculation Agent proposes to change its Specified Office
(which must be in London or such other jurisdiction as the Calculation
Agent, the Manager and the Trustee agree from time to time), or to
nominate a further Specified Office, it must give to the Trustee, the
Manager, the [Class A-1] Noteholders (which notice, in the case of the
[Class A-1] Noteholders, must be given in accordance with Condition
12) and the Note Trustee, not less than 30 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.
(c) The Manager, on behalf of the Trustee, must, within 14 days of receipt
of a notice under paragraph (a) (unless the appointment is to
terminate pursuant to clause 19.1 or 19.2 on or prior to the date of
that change) give to the [Class A-1] Noteholders notice in accordance
with the relevant Conditions of that change and of the address of the
new Paying Office or Specified Office (as the case may be) but the
costs of giving that notice shall be borne by the Paying Agent or the
Calculation Agent (as the case may be) which is changing its Paying
Office and not by the Trustee or the Manager.
20. FEES AND EXPENSES
--------------------------------------------------------------------------------
(a) The Trustee shall pay to the Principal Paying Agent during the period
when any of the [Class A-1] Notes remain outstanding the
administration fee separately agreed by the Principal Paying Agent and
the Manager (on behalf of the Trustee), together with any
out-of-pocket expenses properly incurred (including any legal fees and
expenses). If the appointment of the Principal Paying Agent is
terminated under this agreement, the Principal Paying Agent must
refund to the Trustee that proportion of the fee (if any) which
relates to the period during which the Principal Paying Agent will not
be the Principal Paying Agent.
(b) The Trustee shall pay to the Calculation Agent during the period when
any of the [Class A-1] Notes remain outstanding the fee separately
agreed by the Calculation Agent, the Manager and the Trustee, together
with any out-of-pocket expenses properly incurred (including any legal
fees and expenses). If the appointment of the Calculation Agent is
terminated under this agreement, the Calculation Agent must refund to
the Trustee that proportion of the fee (if
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any) which relates to the period during which the Calculation Agent
will not be the Calculation Agent.
(c) The Trustee shall pay to the Note Registrar during the period when any
of the [Class A-1] Notes remain outstanding the fee separately agreed
by the Note Registrar and the Trustee, together with any out-of-pocket
expenses properly incurred (including any legal fees and expenses). If
the appointment of the Note Registrar is terminated under this
agreement, the Note Registrar must refund to the Trustee that
proportion of the fee (if any) which relates to the period during
which the Note Registrar will not be the Note Registrar.
(d) Save as provided in paragraphs (a), (b) and (c), or as expressly
provided elsewhere in this agreement, neither the Trustee nor the
Manager shall have any liability in respect of any fees or expenses of
the Calculation Agent, Principal Paying Agent, any other Paying Agent
or the Note Registrar in connection with this agreement.
(e) The above fees, payments and expenses shall be paid in US$ or A$ (as
separately agreed between each of the Trustee, the Manager and the
Principal Paying Agent (in the case of the fees, payments and expenses
referred to in paragraph (a)), each of the Trustee, the Manager and
the Calculation Agent (in the case of the fees, payments and expenses
referred to in paragraph (b)) and each of the Trustee, the Manager and
the Note Registrar (in the case of the fees, payments and expenses
referred to in paragraph (c)) and the Trustee shall in addition pay
any Value Added Tax and GST which may be applicable. The Principal
Paying Agent shall 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 paragraph (a) the Trustee
shall not be concerned with or liable in respect of that payment.
21. WAIVERS, REMEDIES CUMULATIVE
--------------------------------------------------------------------------------
(a) No failure to exercise and no delay in exercising any right, power or
remedy under this agreement operates as a waiver. Nor does any single
or partial exercise of any right, power or remedy preclude any other
or further exercise of that or any other right, power or remedy.
(b) The rights, powers and remedies provided to a party in this agreement
are in addition to, and do not exclude or limit, any right, power or
remedy provided by law.
22. SEVERABILITY OF PROVISIONS
--------------------------------------------------------------------------------
Any provision of this agreement which is prohibited or unenforceable in any
jurisdiction is ineffective as to that jurisdiction to the extent of the
prohibition or unenforceability. That does not invalidate the remaining
provisions of this agreement nor affect the validity or enforceability of
that provision in any other jurisdiction.
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23. ASSIGNMENTS
--------------------------------------------------------------------------------
Subject to the other provisions of this agreement, no party may assign or
transfer any of its rights or obligations under this agreement without the
prior written consent of the other parties, or if the rating of any [Class
A-1] Notes would be withdrawn or reduced as a result of the assignment,
except for the creation of a charge by the Trustee under the Security Trust
Deed. A party who assigns or transfers any of its rights or obligations
under this agreement must promptly notify each Designated Rating Agency of
that assignment or transfer.
24. NOTICES
--------------------------------------------------------------------------------
24.1 GENERAL
All notices, requests, demands, consents, approvals, agreements or other
communications to or by a party to this agreement:
(a) must be in writing;
(b) must be signed by an Authorised Signatory of the sender; and
(c) subject to paragraph (d), will be taken to be duly given or made:
(i) (in the case of delivery in person or by post) when delivered,
received or left at the address of the recipient shown in clause
24.2 or to any other address which may have been notified by the
recipient to the sender under this clause 24;
(ii) (in the case of facsimile transmission) on receipt of a
transmission report confirming successful transmission to the
number shown in clause 24.2 or any other number notified by the
recipient to the sender under this clause 24; and
(iii) (in the case of a telex) on receipt by the sender of the
answerback code of the recipient at the end of transmission to
the number shown in clause 24.2 or any other number notified by
the recipient to the sender under this clause 24,
but if delivery or receipt is on a day on which business is not
generally carried on in the place to which the communication is sent
or is later than 5.00 pm (local time), it will be taken to have been
duly given or made at the commencement of business on the next day on
which business is generally carried on in that place.
(d) For the purposes of paragraph (c), all notices, requests, demands,
consents, approvals, agreements or other communications to the Note
Trustee, Principal Paying Agent, the Note Registrar or the Calculation
Agent must be given or made by facsimile transmission.
Any party may by notice to each party change its address, facsimile, telex
or telephone number under this clause 24.1.
24.2 DETAILS
The address, telephone and facsimile of each party at the date of this
agreement are as follows:
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THE TRUSTEE
PERPETUAL TRUSTEES CONSOLIDATED LIMITED
Xxxxx 0, 0 Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxxx Xxxxx 0000
Tel: 000 0000 0000
Fax: 000 0000 0000
Attention: Manager Securitisation
THE MANAGER
CRUSADE MANAGEMENT LIMITED
0-00 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxx Xxxxx 0000
Tel: 000 0000 0000
Fax: 000 0000 0000
Attention: Executive Manager, Securitisation
THE PRINCIPAL PAYING AGENT
[*]
Telex: [*]
Fax: [*]
Attention: [*]
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THE CALCULATION AGENT
[*]
Telex: [*]
Fax: [*]
Attention: [*]
THE NOTE TRUSTEE
[*]
Telex: [*]
Fax: [*]
Attention: [*]
THE NOTE REGISTRAR
[*]
Telex: [*]
Fax: [*]
Attention: [*]
Solely for the purposes of transfer of any [Class A-1] Note, the Note
Registrar shall act through its office at [*].
24.3 COMMUNICATION THROUGH PRINCIPAL PAYING AGENT
All communications relating to this agreement between the Trustee or the
Manager, Note Registrar and the Calculation Agent and any of the Paying
Agents or between the Paying Agents themselves shall, save as otherwise
provided in this agreement, be made through the Principal Paying Agent.
25. LIMITED RECOURSE
--------------------------------------------------------------------------------
25.1 GENERAL
Clause 30 of the Master Trust Deed (as amended by the Supplementary Terms
Notice) applies to the obligations and liabilities of the Trustee and the
Manager under this agreement.
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25.2 LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY
(a) This agreement applies to the Trustee only in its capacity as trustee
of the Trust and in no other capacity (except where the Transaction
Documents provide otherwise). Subject to paragraph (c) below, a
liability arising under or in connection with this agreement or the
Trust can be enforced against the Trustee only to the extent to which
it can be satisfied out of the assets and property of the Trust which
are available to satisfy the right of the Trustee to be exonerated or
indemnified for the liability. This limitation of the Trustee's
liability applies despite any other provision of this agreement and
extends to all liabilities and obligations of the Trustee in any way
connected with any representation, warranty, conduct, omission,
agreement or transaction related to this agreement or the Trust.
(b) Subject to paragraph (c) below, no person (including any Relevant
Party) may take action against the Trustee in any capacity other than
as trustee of the Trust or seek the appointment of a receiver (except
under the Security Trust Deed), or a liquidator, an administrator or
any similar person to the Trustee or prove in any liquidation,
administration or arrangement of or affecting the Trustee.
(c) The provisions of this clause 25.2 shall not apply to any obligation
or liability of the Trustee to the extent that it is not satisfied
because under a Transaction Document or by operation of law there is a
reduction in the extent of the Trustee's indemnification or
exoneration out of the Assets of the Trust as a result of the
Trustee's fraud, negligence, or Default.
(d) It is acknowledged that the Relevant Parties are responsible under
this agreement or the other Transaction Documents for performing a
variety of obligations relating to the Trust. No act or omission of
the Trustee (including any related failure to satisfy its obligations
under this agreement) will be considered fraud, negligence or Default
of the Trustee for the purpose of paragraph (c) above to the extent to
which the act or omission was caused or contributed to by any failure
by any Relevant Party or any person who has been delegated or
appointed by the Trustee in accordance with the Transaction Documents
to fulfil its obligations relating to the Trust or by any other act or
omission of a Relevant Party or any such person.
(e) In exercising their powers under the Transaction Documents, each of
the Trustee, the Security Trustee and the [Class A-1] Noteholders must
ensure that no attorney, agent, delegate, receiver or receiver and
manager appointed by it in accordance with this agreement or any other
Transaction Documents has authority to act on behalf of the Trustee in
a way which exposes the Trustee to any personal liability and no act
or omission of any such person will be considered fraud, negligence,
or Default of the Trustee for the purpose of paragraph (c) above.
(f) In this clause, RELEVANT PARTIES means each of the Manager, the
Servicer, the Custodian, the Calculation Agent, each Paying Agent, the
Note Trustee, the Note Registrar and the provider of any Support
Facility.
(g) Nothing in this clause limits the obligations expressly imposed on the
Trustee under the Transaction Documents.
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25.3 UNRESTRICTED REMEDIES
Nothing in clause 25.2 or 25.4 limits a Paying Agent or the Calculation
Agent in:
(a) obtaining an injunction or other order to restrain any breach of this
agreement by any party;
(b) obtaining declaratory relief; or
(c) in relation to its rights under the Security Trust Deed.
25.4 RESTRICTED REMEDIES
Except as provided in clauses 25.3 and 25.2(c) neither any Paying Agent nor
the Calculation Agent shall:
(a) (JUDGMENT) obtain a judgment for the payment of money or damages by
the Trustee;
(b) (STATUTORY DEMAND) issue any demand under section 459E(1) of the
Corporations Xxx 0000 (Cth) (or any analogous provision under any
other law) against the Trustee;
(c) (WINDING UP) apply for the winding up or dissolution of the Trustee;
(d) (EXECUTION) levy or enforce any distress or other execution to, on, or
against any assets of the Trustee;
(e) (COURT APPOINTED RECEIVER) apply for the appointment by a court of a
receiver to any of the assets of the Trustee;
(f) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any set-off or
counterclaim against the Trustee; or
(g) (ADMINISTRATOR) appoint, or agree to the appointment, of any
administrator to the Trustee,
or take proceedings for any of the above and each Paying Agent and the
Calculation Agent waives its rights to make those applications and take
those proceedings.
26. COUNTERPARTS
--------------------------------------------------------------------------------
This agreement may be executed in any number of counterparts. All
counterparts together will be taken to constitute one instrument.
27. GOVERNING LAW
--------------------------------------------------------------------------------
This agreement is governed by the laws of New South Wales. Each party
submits to the non-exclusive jurisdiction of the courts exercising
jurisdiction there.
28. SUCCESSOR TRUSTEE
--------------------------------------------------------------------------------
Each Paying Agent and the Calculation Agent shall do all things reasonably
necessary to enable any successor Trustee appointed under clause 20 of the
Master Trust Deed to become the Trustee under this agreement.
29. COMPLIANCE WITH REGULATION AB
--------------------------------------------------------------------------------
Each party acting in a certain capacity under this agreement acknowledges
and agrees with the Manager that to the extent that party agrees with the
Manager that it is "participating in the servicing function" in relation to
the Trust within the meaning of Item 1122 of Regulation AB, clauses [___]
[(b) and (d)] of the Supplementary Terms Notice will apply to this
agreement as if references to "the Servicer" in those clauses were
references to the relevant party acting in that capacity and the definition
of "Subcontractor" in clause 2.1 of the Supplementary Terms Notice will be
construed accordingly.
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EXECUTED as an agreement.
Each attorney executing this agreement states that he or she has no notice of
revocation or suspension of his or her power of attorney.
TRUSTEE
SIGNED for PERPETUAL TRUSTEES CONSOLIDATED
LIMITED by its attorney under power of attorney in
the presence of:
---------------------------------------- -------------------------------------
Witness Signature Attorney Signature
---------------------------------------- -------------------------------------
Print Name Print Name
MANAGER
SIGNED for CRUSADE MANAGEMENT LIMITED by its
attorney under power of attorney in the presence
of:
---------------------------------------- -------------------------------------
Witness Signature Attorney Signature
---------------------------------------- -------------------------------------
Print Name Print Name
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PRINCIPAL PAYING AGENT
SIGNED on behalf of [*] in the presence of:
----------------------------------------
Authorised Signatory
----------------------------------------
Print Name
NOTE TRUSTEE
SIGNED on behalf of [*] in the presence of:
----------------------------------------
Authorised Signatory
----------------------------------------
Print Name
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CALCULATION AGENT
SIGNED on behalf of [*] in the presence of:
----------------------------------------
Authorised Signatory
----------------------------------------
Print Name
NOTE REGISTRAR
SIGNED on behalf of [*] in the presence of:
----------------------------------------
Authorised Signatory
----------------------------------------
Print Name
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