Exhibit 4.8
1
--------------------------------------------------------------------------------
National RMBS Trust 200[ ]-[ ]
Agency Agreement
Date: [ ]
Parties: [NAME AND ABN OF ISSUER TRUSTEE] having its registered
office at [address of Issuer Trustee] in its capacity as
trustee of the National RMBS Trust 200[ ]-[ ] ("Issuer
Trustee")
NATIONAL GLOBAL MBS MANAGER PTY LTD (ABN 36 102 668 226)
having an office at Xxxxx 00, 000 Xxxxxx Xxxxxx, Xxxxxxxxx
XXX 0000, Xxxxxxxxx ("Global Trust Manager")
[NAME and details of NOTE TRUSTEE] ("Note Trustee")
[NAME and details of Registrar of Class/Classes of US
Notes] ("[Class/Classes of US Note] Registrar")
[NAME and details of Principal Paying Agent and
Calculation Agent] ("Principal Paying Agent" and
"Calculation Agent")
[NAME and details of Paying Agent] ("Paying Agent")
[NAME and details of any additional paying agents]
Recitals:
A. The Issuer Trustee in its capacity as trustee of the Trust
wishes to issue the [Class/Classes of US Notes].
B. The Issuer Trustee wishes to appoint each Agent in respect
of the [Class/Classes of US Notes] and each of them has
accepted their appointments on the terms set out in this
agreement.
Operative provisions:
[NB: The provisions of this deed may be amended, and additional provisions
inserted, to reflect regulation in those jurisdictions applicable to a
specific series of Notes]
1 Definitions and Interpretation
--------------------------------------------------------------------------------
Definitions Schedule
1.1 In this agreement:
Definitions Schedule means the deed called "National RMBS
Trusts Definitions Schedule" dated [ ] and made between
the companies described in schedule 1 to that deed (as
amended from time to time).
Supplemental Deed means the deed entitled "National RMBS
Trust 200[ ]-[ ] Supplemental Deed" dated on or about the
date of this agreement between the Global Trust Manager,
the Issuer Trustee and others.
1.2 Except to the extent to which words and phrases are
otherwise defined in this agreement, words and phrases
defined in the Definitions Schedule or the Supplemental
Deed in respect of the Trust shall bear the same meaning
in this agreement. In the event of any inconsistency
between a definition in this agreement and a definition in
the Definitions
2
--------------------------------------------------------------------------------
Schedule, the definitions in this agreement will prevail.
In the event of any inconsistency between a definition in
the Definitions Schedule and a definition in the
Supplemental Deed, the definition in the Supplemental Deed
will prevail. Any amendment to the Definitions Schedule
will only apply to this agreement if made in accordance
with this agreement.
1.3 Clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule
are incorporated into this agreement as if those clauses
were set out in full with references to "this deed" being
construed as references to "this agreement".
Definitions
1.4 The following words have these meanings in this agreement
unless the contrary intention appears.
Agent means a several reference to each Paying Agent, the
[Registrar of the Class/Classes of US Notes] and the
Calculation Agent.
Calculation Agent means [name of Calculation Agent], or if
[name of Calculation Agent] resigns or its appointment is
terminated as calculation agent, the person from time to
time appointed in its place to perform the functions of
the calculation agent under this agreement.
Paying Agent means each of [name(s) of Paying Agent(s)],
until any of them resigns or their appointment is
terminated as paying agent and each other person from time
to time appointed in its place to perform the functions of
a paying agent and, except where the context otherwise
requires, includes the Principal Paying Agent.
Principal Paying Agent means [name of Principal Paying
Agent], or, if [name of Principal Paying Agent] 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.
Trust means the National RMBS Trust 200[ ]-[ ].
2 Appointment of Agents
--------------------------------------------------------------------------------
Appointment of Agents
2.1 The Issuer Trustee:
(a) at the direction of the Global Trust Manager,
appoints the Principal Paying Agent at its Specified
Office as its initial principal paying agent;
(b) at the direction of the Global Trust Manager,
appoints each Paying Agent at its Specified Office or
Specified Offices as its paying agents;
(c) at the direction of the Global Trust Manager,
appoints the [Registrar of the Class/Classes of US
Notes] at its Specified Office as its initial
[Registrar of the Class/Classes of US Notes];
3
--------------------------------------------------------------------------------
(d) at the direction of the Global Trust Manager,
appoints the Calculation Agent at its Specified
Office as its initial calculation agent; and
(e) authorises each Paying Agent from time to time, as
its paying agent, to take the action on its behalf
and to exercise the rights, powers and remedies and
observe the obligations which are specifically
delegated to that Paying Agent by or under this
agreement or which are set out in the [Conditions of
the Class/Classes of US Notes] and further rights and
powers which are reasonably incidental to those
delegated rights and powers or are agreed between the
Issuer Trustee and the relevant Paying Agent from
time to time including, in the case of the Principal
Paying Agent:
(i) paying sums due on [Class/Classes of Book Entry
US Notes] and [Class/Classes of Definitive US
Notes];
(ii) if requested by the Note Trustee, arranging on
behalf of the Issuer Trustee for notices to be
communicated to the [Noteholders of
Class/Classes of US Notes]; and
(iii) performing all other obligations and duties
imposed upon it by the [Conditions of the
Class/Classes of US Notes] and this agreement.
Acceptance of appointment
2.2 Each Agent accepts its appointment under clause 2.1. Each
Agent must exercise the rights, powers and remedies, and
observe the obligations which are specifically delegated
to it by or under this agreement or which are set out in
the [Conditions of the Class/Classes of US Notes]. The
obligations of the Agents are several and not joint.
Representation by each Agent
2.3 Each Agent represents and warrants that it is duly
qualified to assume its obligations under this agreement.
Additional Agents
2.4 The Issuer Trustee may from time to time, with the
approval of the Note Trustee, appoint additional or
substitute paying agents, calculation agents or note
registrars in such jurisdictions and locations as it may
consider appropriate. Upon such agent delivering to the
other parties to this agreement an undertaking (in a form
and substance satisfactory to the Note Trustee) to be
bound by the provisions of this agreement, and supplying
the particulars specified in this agreement, it shall
become a party to this agreement as if originally named as
the Paying Agent, the Calculation Agent or the [Registrar
of the Class/Classes of US Notes], as the case may be.
References to "Agent" shall, where the context permits,
include any additional or substitute agents appointed
pursuant to this clause 2.4.
4
--------------------------------------------------------------------------------
3 The Note Trustee
--------------------------------------------------------------------------------
Agents to act for Note Trustee
3.1 At any time after an Event of Default has occurred, the
Note Trustee may:
(a) by notice in writing to the Issuer Trustee and each
Agent, require each Agent thereafter as far as
permitted by any applicable law and until notified by
the Note Trustee to the contrary:
(i) to act as an agent of the Note Trustee under the
Note Trust Deed and the [Class/Classes of US
Notes] on the terms of this agreement (with
consequential amendments as necessary and except
that the Note Trustee's liability for the
indemnification, remuneration and expenses of
the Agents will be limited to the amounts for
the time being held by the Note Trustee in
respect of the [Class/Classes of US Notes] on
the terms of the Note Trust Deed) and thereafter
to hold all [Class/Classes of US Notes] and all
moneys, documents and records held by them in
respect of [Class/Classes of US Notes] to the
order of the Note Trustee; or
(ii) to deliver all [Class/Classes of US Notes] and
all moneys, documents and records held by it in
respect of the [Class/Classes of US Notes] to
the Note Trustee or as the Note Trustee directs
in such notice other than any documents or
records which the relevant Agent is obliged not
to release by any law or regulation; and
(b) by notice in writing to the Issuer Trustee require it
to make all subsequent payments in respect of the
[Class/Classes of US Notes] to or to the order of the
Note Trustee and not to the Principal Paying Agent.
Good Discharge to Issuer Trustee
3.2 The payment by or on behalf of the Issuer Trustee of its
payment obligations on each Payment Date under the
Supplemental Deed and the [Conditions of the Class/Classes
of US Notes] to the Note Trustee in accordance with clause
3.1 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
3.1.
Notice of change of the Note Trustee
3.3 The Issuer Trustee shall forthwith give notice to the
Agents of any change in the person or persons acting as
the Note Trustee from time to time.
5
--------------------------------------------------------------------------------
4 Payments
--------------------------------------------------------------------------------
Payments of amounts due
4.1 The Issuer Trustee shall pay to or to the order of the
Principal Paying Agent, to such account of the Principal
Paying Agent as the Principal Paying Agent shall specify
in U.S. Dollars in same day funds, no later than [ ] (New
York time) on each Payment Date, an amount sufficient to
pay the interest on the Invested Amount of the
[Class/Classes of US Notes] as set out in the [Conditions
of the Class/Classes of US Notes] and any principal amount
due be paid on such Payment Date in respect of the
[Class/Classes of US Notes] under the [Conditions of the
Class/Classes of US Notes] and this agreement.
The Issuer Trustee shall, no later than [ ] (New York
time) on the second Business Day prior to each Payment
Date, confirm by facsimile to the Principal Paying Agent
that it has given the bank through which the Issuer
Trustee is to make such payment irrevocable instructions
for such payment to the Principal Paying Agent and such
bank shall confirm to the Principal Paying Agent by such
means approved by the Principal Paying Agent that such
payment will be made.
Payments by Paying Agents
4.2 Subject to payment being duly made as provided in clause
4.1 (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 Principal Paying Agent
will:
(a) subject to paragraph (b), pay or cause to be paid to
the [Noteholders of Class/Classes of US Notes] on
behalf of the Issuer Trustee on each Payment Date the
relevant amounts of principal and interest due in
respect of the [Class/Classes of US Notes] in
accordance with this agreement and the [Conditions of
the Class/Classes of US Notes]; and
(b) pay or cause to be paid to the Depository (or, if
applicable, its nominee in whose name the
[Class/Classes of Book Entry US Notes] are
registered), to the account specified by the relevant
person, on each Payment Date the relevant amounts of
principal and interest due in respect of the
[Class/Classes of US Notes] in accordance with this
agreement and the [Conditions of the Class/Classes of
US Notes].
Notification
4.3 The Principal Paying Agent will promptly notify each of
the other Agents, the Note Trustee and the Issuer Trustee
if it has not, by [ ] (New York time) on the second
Business Day prior to any Payment Date, received the
confirmation referred to in clause 4.1 above or has not,
by [ ] (New York time) on any Payment Date, received in
full the amount so due. In the absence of such
notification by the Principal Paying Agent as provided
above, each of the Paying Agents shall be entitled:
(a) to pay the interest on, and the principal of, the
[Class/Classes of US Notes] due on such Payment Date;
and
6
--------------------------------------------------------------------------------
(b) (if applicable) to claim any amounts so paid by it
from the Principal Paying Agent.
Paying Agents to Record, Notify Payments and Deliver Surrendered Notes
4.4 Each Paying Agent must:
(a) (Notify [Registrar of the Class/Classes of US Notes])
promptly notify the [Registrar of the Class/Classes
of US Notes] of each payment made by it, or a its
direction, to [Noteholders of Class/Classes of US
Notes] in respect of the [Class/Classes of US Notes];
(b) (Records) keep a full and complete record of each
payment made by it, or at its direction, to
[Noteholders of Class/Classes of US Notes] and
provide copies of such records to the Issuer Trustee,
the Global Trust Manager, the Note Trustee or the
[Registrar of the Class/Classes of US Notes] upon
request; and
(c) (Deliver) promptly deliver to the [Registrar of the
Class/Classes of US Notes] any [Class/Classes of US
Notes] surrendered to it pursuant to Condition [ ] of
the [Conditions of the Class/Classes of US Notes].
Make payments
4.5 Subject to the Principal Paying Agent being satisfied in
its discretion that payment will be duly made as provided
in clause 4.1, the Principal Paying Agent and each Paying
Agent shall pay or cause to be paid all amounts due in
respect of the [Class/Classes of US Notes] on behalf of
the Issuer Trustee in the manner provided in the
[Conditions of the Class/Classes of US Notes]. If any
payment provided for in clause 4.1 is made late but
otherwise in accordance with the provisions of this
agreement, the Paying Agents shall nevertheless make
payments in respect of the [Class/Classes of US Notes]
following receipt by the Principal Paying Agent of such
payment.
Non-Payment
4.6 (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 4 (but may, in its discretion, make any such
payment).
Full amount not received
4.7 If the amounts received by the Principal Paying Agent in
respect of the [Class/Classes of US Notes] pursuant to
clause 4.1 are insufficient to satisfy all claims in
respect of all payments then falling due in respect of the
[Class/Classes of US Notes], the Paying Agents are not
obliged to pay any such claims until the Principal Paying
Agent has received the full amount of all such payments.
7
--------------------------------------------------------------------------------
Interest on overdue amounts
4.8 Without prejudice to clauses 4.3 and 4.7, if the Principal
Paying Agent pays any amounts to the [Noteholders of
Class/Classes of US Notes] or to any other Paying Agent at
the time when it has not received payment in full in
respect of the relevant [Class/Classes of US Notes] in
accordance with clause 4.1 (the excess of the amounts so
paid over the amounts so received being the "Shortfall"),
the Issuer Trustee will, in addition to paying amounts due
under clause 4.1, pay to the Principal Paying Agent on
demand interest (at a rate which represents the Principal
Paying Agent's cost of funding the Shortfall as evidenced
to the Issuer Trustee by the provision of details of the
calculation of the cost of funding) on the Shortfall (or
the unreimbursed portion thereof) until the receipt in
full by the Principal Paying Agent of the Shortfall.
Reimburse other Agents
4.9 The Issuer Trustee authorises and directs the Principal
Paying Agent on demand to promptly reimburse each other
Paying Agent for payments in respect of [Class/Classes of
US Notes] properly made by such Paying Agent in accordance
with this agreement and the [Conditions of the
Class/Classes of US Notes] unless the Principal Paying
Agent has notified the other Paying Agents prior to the
opening of business in the location of the office of the
other Paying Agents through which payment in respect of
the [Class/Classes of US Notes] can be made on the due
date of a payment in respect of the [Class/Classes of US
Notes], that the Principal Paying Agent does not expect to
receive the amount payable by the Issuer Trustee or
confirmation (as the case may be) under clause 4.1. The
Issuer Trustee will not be responsible for the
apportionment of any moneys between the Principal Paying
Agent and other Paying Agents and a payment to the
Principal Paying Agent of any moneys due to the Paying
Agents will operate as good discharge to the Issuer
Trustee in respect of such moneys.
Late payment
4.10 Without limiting clause 4.3, if the Principal Paying Agent
has not received on or before the due date of any payment
in respect of the [Class/Classes of US Notes] the full
amount payable on such date but receives such full amount
later it will forthwith:
(a) so notify the Issuer Trustee, the other Paying Agents
and the Note Trustee; and
(b) upon request by the Note Trustee give notice to the
[Noteholders of Class/Classes of US Notes] in
accordance with the [Conditions of the Class/Classes
of US Notes] that it has received such full amount.
Partial payments
4.11 If payment of only part of the amount payable in respect
of a [Class/Classes of US Note]is made (except as a result
of a withholding or deduction as permitted by the
[Conditions of the Class/Classes of US Notes]), the Paying
Agent to whom the [Class/Classes of US Note]is presented
shall procure that such [Class/Classes of US Note] is
enfaced with a memorandum of the amount paid and date of
payment and such record shall, in the absence of manifest
error, be prima facie evidence
8
--------------------------------------------------------------------------------
that the payment in question has not to that extent been
made. The Paying Agent shall in addition notify the Note
Trustee of such partial payment.
Deductions
4.12 The Principal Paying Agent is entitled to withhold or
deduct from all payments to [Noteholders of Class/Classes
of US Notes] any amounts which the Issuer Trustee or the
Principal Paying Agent is required to withhold or deduct
by any applicable law but the Global Trust Manager is
responsible for making all determinations regarding any
such withholding or deduction and to notify the Issuer
Trustee (which must in turn notify the Principal Paying
Agent) of any such withholding or deduction in sufficient
time for the Principal Paying Agent to withhold or deduct
from such payment as instructed by the Issuer Trustee.
If the Issuer Trustee is, in respect of any payments,
required to withhold or deduct any amount for or on
account of taxes, duties, assessments or governmental
charges as specifically contemplated under the [Conditions
of the Class/Classes of US Notes], the Global Trust
Manager must give notice thereof to the Issuer Trustee
(which must in turn notify the Principal Paying Agent) and
the Note Trustee as soon as it becomes aware of the
requirement to make such withholding or deduction and
shall give to the Issuer Trustee such information as it
requires to enable it to comply with such requirements.
Unpaid money
4.13 If any [Class/Classes of US Note]becomes void or claims in
respect of any principal or interest payable under any
[Class/Classes of US Note] become void under the Class A
Conditions, the Principal Paying Agent shall promptly
repay to the Issuer Trustee the amount received by the
Principal Paying Agent (if any) which would have been due
on such [Class/Classes of US Note]if it had been presented
for payment before it became void or such claim became
prescribed.
No Set-off
4.14 No Agent is entitled to exercise any right of set-off,
withholding, counterclaim, combination of accounts or lien
against or make any deduction in any payment to, any
person entitled to receive amounts of principal or
interest of the [Class/Classes of US Notes] in respect of
moneys payable by it under this agreement.
Currency Swaps
4.15 The payment by the Issuer Trustee of its payment
obligations under the Supplemental Deed on each Payment
Date to the Counterparties under the Currency Swaps will
be a good discharge of its corresponding obligations under
this clause 4.
5 Exchange of [Class/Classes of Book Entry US Notes]
--------------------------------------------------------------------------------
Exchange for [Class/Classes of Definitive US Notes]
5.1 Each [Class/Classes of Book Entry US Note] shall be
exchangeable in whole but not in part for [Class/Classes
of Definitive US Notes] in certain limited circumstances
set out in the Note Trust Deed.
9
--------------------------------------------------------------------------------
Notification
5.2 The Principal Paying Agent shall notify the Issuer Trustee
forthwith upon receipt of a notice requiring exchange for
[Class/Classes of Definitive US Notes] in accordance with
the provisions of a [Class/Classes of Book Entry US Note]
and the aggregate Invested Amount of such [Class/Classes
of Book Entry US Note] to be exchanged in connection with
such request.
Outstanding amount
5.3 The Principal Paying Agent shall, upon request by the
Issuer Trustee or the Note Trustee, promptly inform the
Issuer Trustee or the Note Trustee, as the case may be, by
facsimile or other acceptable form of communication of the
aggregate Invested Amount of [Class/Classes of US Notes]
then outstanding at the time of such request.
6 Redemption
--------------------------------------------------------------------------------
Part Redemption of Notes on Payment Dates
6.1 (a) (Global Trust Manager to make determinations etc) No
later than 2 Business Days prior to each Payment
Date, the Global Trust Manager will make the
determinations referred to in Condition [ ] of the
[Conditions of the Class/Classes of US Notes] in
relation to that Payment Date and will notify the
Issuer Trustee, the Note Trustee, the Principal
Paying Agent, the Calculation Agent, the [Registrar
of the Class/Classes of US Notes] and the Luxembourg
Stock Exchange of such. If the Global Trust Manager
does not at any time for any reason make the
determinations referred to in Condition [ ] of the
[Conditions of the Class/Classes of US Notes] it must
forthwith advise the Note Trustee and the Calculation
Agent and such determinations must be made by the
Calculation Agent, or failing the Calculation Agent,
by the Note Trustee in accordance with such Condition
[ ] of the [Conditions of the Class/Classes of US
Notes] (but based on the information in its
possession) and each such determination will be
deemed to have been made by the Global Trust Manager.
(b) (Notify Depository) If any [Class/Classes of Book
Entry US Notes] are outstanding, on receipt of a
notification under Condition [ ] of the [Conditions
of the Class/Classes of US Notes], 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 [Class/Classes of Book Entry
US 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 [ ] of the [Conditions of the Class/Classes
of US Notes].
Early Redemption
6.2 (a) (Notice to Paying Agent etc): If the Issuer Trustee
intends to redeem all (but not some only) of the
[Class/Classes of US Notes] prior to the Final
Maturity Date pursuant to Condition [
10
--------------------------------------------------------------------------------
] of the [Conditions of the Class/Classes of US
Notes], the Global Trust Manager will direct the
Issuer Trustee to give the requisite notice to the
Seller, the Note Trustee, the Principal Paying Agent,
the [Registrar of the Class/Classes of US Notes], the
Calculation Agent and the [Noteholders of
Class/Classes of US Notes] in accordance with
Condition [ ] (as the case may be) of the [Conditions
of the Class/Classes of US Notes] and stating the
date on which such [Class/Classes of US Notes] are to
be redeemed.
(b) (Notice to Depository): The Principal Paying Agent
will, on receipt of a notice under clause 6.2(a), and
if any [Class/Classes of Book Entry US Notes] are
outstanding, notify the Depository of the proposed
redemption in accordance with the Depository's
applicable procedures, specifying the Invested Amount
and Stated Amount of each [Class/Classes of Book
Entry US Note] to be redeemed, the amount of
principal to be repaid in relation to each
[Class/Classes of Book Entry US Note] and the date on
which the [Class/Classes of Book Entry US Notes] are
to be redeemed.
7 General note registrar and paying agent matters
--------------------------------------------------------------------------------
Notices to [Noteholders of Class/Classes of US Notes]
7.1 (a) (Notices to be given by [Registrar of the Class/Classes
of US Notes]): At the request of the Issuer Trustee,
the Note Trustee, the Global Trust Manager, the
Security Trustee or any other Agent, and at the
expense of the Issuer Trustee, the [Registrar of the
Class/Classes of US Notes] will arrange for the
delivery of all notices to [Noteholders of
Class/Classes of US Notes] in accordance with the
[Conditions of the Class/Classes of US Notes].
(b) (Copy to Note Trustee): The [Registrar of the
Class/Classes of US Notes] will promptly send to the
Note Trustee one copy of the form of every notice
given to [Noteholders of Class/Classes of US Notes]
in accordance with the [Conditions of the
Class/Classes of US Notes] (unless such notice is
given at the request of the Note Trustee).
The [Registrar of the Class/Classes of US Notes] 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
Global Trust Manager, the Security Trustee or any other
Agent pursuant to this clause 7.1.
Copies of Documents for inspection
7.2 The Global Trust Manager will provide to the [Registrar of
the Class/Classes of US Notes] sufficient copies of all
documents required by the [Conditions of the Class/Classes
of US Notes] or the Note Trust Deed to be available to
[Noteholders of Class/Classes of US Notes] for issue or
inspection.
11
--------------------------------------------------------------------------------
Notice of any Withholding or Deduction
7.3 If the Issuer Trustee or any Paying Agent is, in respect
of any payment in respect of the [Class/Classes of US
Notes], compelled to withhold or deduct any amount for or
on account of any taxes, duties or charges as contemplated
by Condition [ ] of the [Conditions of the Class/Classes
of US Notes] the Issuer Trustee must give notice to the
Principal Paying Agent, the Note Trustee and the
[Noteholders of Class/Classes of US Notes] in accordance
with Condition [ ] of the [Conditions of the Class/Classes
of US Notes] 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.
8 Copies of documents available for inspection
--------------------------------------------------------------------------------
The Issuer Trustee shall supply, and the Paying Agents
shall hold available for inspection at their Specified
Offices during normal business hours, copies of all
documents required to be so available by the Note Trust
Deed and the [Conditions of the Class/Classes of US
Notes].
9 Documents and forms
--------------------------------------------------------------------------------
Principal Paying Agent
9.1 The Issuer Trustee shall provide to the Principal Paying
Agent in a sufficient quantity, for distribution among the
Paying Agents as required by this agreement or the
[Conditions of the Class/Classes of US Notes]:
(a) in the event that [Class/Classes of Definitive US
Notes] are to be issued:
(i) such [Class/Classes of Definitive US Notes],
duly executed on behalf of the Issuer Trustee;
(ii) specimens of such [Class/Classes of US Notes]
for the purpose of issuing replacements,
at least 14 days prior to the Exchange Date for the
relative [Class/Classes of Book Entry US Note] (and
the Note Trustee shall authenticate or procure the
authentication of such [Class/Classes of Definitive US
Notes] immediately before their issue);
(b) forms of Voting Certificates and Block Voting
Instructions, together with instructions as to how to
complete, deal with and record the issue of such
forms.
9.2 The Global Trust Manager shall provide to the Principal
Paying Agent in a sufficient quantity, for distribution
among the Paying Agents as required by this agreement or
the [Conditions of the Class/Classes of US Notes], all
documents to be available for inspection during business
hours (and the Paying Agents shall make such documents
available for collection or inspection to the [Noteholders
of Class/Classes of US Notes] that are so entitled).
12
--------------------------------------------------------------------------------
Notes, etc held by Paying Agents
9.3 Each Paying Agent:
(a) acknowledges that all forms of [Class/Classes of US
Notes] delivered to and held by it pursuant to this
agreement shall be held by it as custodian only and
it shall not be entitled to and shall not claim any
lien or other security interest on such forms;
(b) shall only use such forms in accordance with this
agreement;
(c) shall maintain all such forms in safe custody;
(d) shall take such security measures as may reasonably
be necessary to prevent their theft, loss or
destruction; and
(e) shall keep an inventory of all such forms and make it
available to the Issuer Trustee, the Note Trustee and
the other Paying Agents at all reasonable times.
10 Receipt of notices and voting
--------------------------------------------------------------------------------
Copy notices to Issuer Trustee
10.1 Promptly after the receipt by the Principal Paying Agent
of a demand or notice from any [Noteholder of
Class/Classes of US Note] in accordance with the
[Conditions of the Class/Classes of US Notes] the
Principal Paying Agent shall forward a copy thereof to the
Issuer Trustee and the Note Trustee.
Voting
10.2 Each Paying Agent shall, at the request of any [Noteholder
of Class/Classes of US Note], issue Voting Certificates
and/or Block Voting Instructions in a form and manner
which complies with the provisions of schedule 2 to the
Note Trust Deed in respect of the Trust (except that it
shall not be required to issue the same less than 48 hours
before the time fixed for any meeting or adjourned meeting
of the [Noteholders of Class/Classes of US Notes]) and
shall forthwith give to the Issuer Trustee and the Note
Trustee, by telex or by facsimile transmission, notice of
any revocation of or amendment to any Block Voting
Instruction. Each Paying Agent shall keep a full and
complete record of all Voting Certificates and Block
Voting Instructions issued by it and shall deliver to the
Issuer Trustee at its registered office (or such other
place as the Issuer Trustee shall have designated or
approved for the purpose), not less than 24 hours before
the time appointed for any meeting or adjourned meeting,
full particulars of all Voting Certificates and Block
Voting Instructions issued by it in respect of such
meeting or adjourned meeting. Forms for this purpose shall
be made available to the Principal Paying Agent by the
Note Trustee at the expense of the Issuer Trustee for
distribution to the other Paying Agents.
13
--------------------------------------------------------------------------------
11 Duties of Calculation Agent
--------------------------------------------------------------------------------
Appointment
11.1 The Calculation Agent shall make all such determinations
and calculations (howsoever described) as it is required
to do under the [Conditions of the Class/Classes of US
Notes], all subject to and in accordance with the
[Conditions of the Class/Classes of US Notes].
Quotations
11.2 The Calculation Agent shall not be responsible to the
Issuer Trustee, the Note Trustee or to any third party
(except in the event of negligence, default or bad faith
of the Calculation Agent, as the case may be) as a result
of the Calculation Agent having acted on any quotation
given by any reference bank which subsequently may be
found to be incorrect.
Notice
11.3 The Calculation Agent shall, as soon as practicable after
their determination or calculation (or on such earlier
date as the [name of any relevant stock exchange] may
require, for so long as the [Class/Classes of US Notes]
are listed on the [name of any relevant stock exchange])
notify the Issuer Trustee, the Global Trust Manager, the
Currency Swap Providers, the Note Trustee, the other
Paying Agents and the [name of any relevant stock
exchange] (for so long as the [Class/Classes of US Notes]
are listed on the [name of any relevant stock exchange])
of, inter alia, each Interest Rate, Interest Amount,
Principal Amount and Payment Date and all other amounts,
rates and dates which it is obliged to determine or
calculate under the [Conditions of the Class/Classes of US
Notes] and of any subsequent amendment thereto pursuant to
the [Conditions of the Class/Classes of US Notes]. The
Calculation Agent will publish the same in accordance with
the [Conditions of the Class/Classes of US Notes].
Calculations
11.4 The Calculation Agent shall use its best endeavours to
cause each Interest Rate, Interest Amount, Principal
Amount and Payment Date and all other amounts, rates and
dates which it is obliged to determine or calculate under
the [Conditions of the Class/Classes of US Notes] to be
published as required in accordance with the [Conditions
of the Class/Classes of US Notes] as soon as possible
after their determination or calculation.
Failure to calculate
11.5
(a) If the Calculation Agent at any time for any reason
does not determine and/or calculate and/or publish
the Interest Rate, Interest Amount, Principal Amount
and/or Payment Date in respect of any Interest Period
or any other amount, rate or dates as provided in
this clause the Note Trustee will do so and each such
determination or calculation by the Note Trustee will
be as if made by the Calculation Agent. In making
such determinations and calculations, the Note
Trustee will apply the provisions of this agreement,
with any consequential amendments, to the extent that
it is able to do so and in all other
14
--------------------------------------------------------------------------------
respects it will do so in such a manner as it
considers to be fair and reasonable in all the
circumstances.
(b) If the Global Trust Manager does not at any time for
any reason make any of the determinations referred to
in Conditions [ ] or [ ] of the
[Conditions of the Class/Classes of US Notes], the
Calculation Agent (or, failing the Calculation Agent,
the Note Trustee) must make such determinations
(based on the information in its possession) and each
such determination will be deemed to have been made
by the Global Trust Manager.
12 Duties of the [Registrar of the Class/Classes of US Notes]
--------------------------------------------------------------------------------
[Register of the Class/Classes of US Notes] to be kept
12.1 The [Registrar of the Class/Classes of US Notes] must keep
a register, at one of its Specified Offices, in which,
subject to such reasonable regulations as the [Registrar
of the Class/Classes of US Notes] may prescribe, the
[Registrar of the Class/Classes of US Notes] must keep a
full and complete record of:
(a) ([Noteholder of Class/Classes of US Note] Details):
the name, address and, where applicable, taxation,
social security or other identifying number of each
[Noteholder of Class/Classes of US Note], the details
of the account to which any payments due to the
[Noteholder of Class/Classes of US Note] are to be
made in each case as notified by that [Noteholder of
Class/Classes of US Note] from time to time;
(b) (Exchange etc. of [Class/Classes of US Notes]): the
issue and any exchange, transfer, replacement,
redemption (in whole or part) or cancellation of a
Class A Note;
(c) (Payments): all payments made in respect of the
[Class/Classes of US Notes];
(d) (Principal): the Invested Amount and the Stated
Amount of each Class A Note from time to time;
(e) (Other Information): such other information as the
Global Trust Manager reasonably requires or the
[Registrar of the Class/Classes of US Notes]
considers appropriate or desirable.
Transfer or Exchange of [Class/Classes of US Notes]
12.2 [Class/Classes of US Notes] held by a [Noteholder of
Class/Classes of US Note] may be transferred or may be
exchanged for other [Class/Classes of US Notes] in any
authorised denominations and a like Invested Amount,
provided in each case that the requirements of Section
8-401(a) of the UCC are met, by that [Noteholder of
Class/Classes of US Note] upon:
(a) (Surrender and Instrument of Transfer or Exchange):
the surrender of the [Class/Classes of US 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
15
--------------------------------------------------------------------------------
transfer, annexed to the [Class/Classes of US Notes]
or otherwise in a form satisfactory to the [Registrar
of the Class/Classes of US Notes] duly executed by
the [Noteholder of Class/Classes of US Note], or its
attorney duly authorised in writing, with such
signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the
[Registrar of the Class/Classes of US Notes] which
requirements include membership of, or participation
in, STAMP or such other "signature guarantee program"
as may be determined by the [Registrar of the
Class/Classes of US Notes] in addition to, or in
substitution for, STAMP, all in accordance with the
Exchange Act; and
(b) (Other Documents): the provision of such other
documents as the [Registrar of the Class/Classes of
US Notes] may reasonably require,
to the [Registrar of the Class/Classes of US Notes] at the
Specified Office of the [Registrar of the Class/Classes of
US Notes].
Replacement of Lost or Mutilated [Class/Classes of US Notes]
12.3 If any [Class/Classes of US 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/Classes of US Notes] in any
authorised denominations, and a like Invested Amount, upon
surrender to the [Registrar of the Class/Classes of US
Notes] of the [Class/Classes of US Notes] to be replaced
(where the [Class/Classes of US Notes] have been mutilated
or defaced) at the Specified Office of the [Registrar of
the Class/Classes of US Notes], the provision of such
evidence and indemnities as the [Registrar of the
Class/Classes of US Notes] or the Issuer Trustee may
reasonably require and payments of the [Registrar of the
Class/Classes of US Notes]'s and the Issuer Trustee's
expenses incurred, and any tax or governmental charge that
may be imposed, in connection with such replacement.
Obligations upon Transfer, Exchange or Replacement of
[Class/Classes of US Notes]
12.4 Subject to this agreement, upon compliance by the relevant
[Noteholder of Class/Classes of US Note] with the
provisions of clauses 12.2 or 12.3, as applicable, in
relation to the transfer, exchange or replacement of any
[Class/Classes of US Notes]:
(a) (Advise Issuer Trustee): the [Registrar of the
Class/Classes of US Notes] must within 3 Business
Days so advise the Issuer Trustee and the Note
Trustee (if it is not the [Registrar of the
Class/Classes of US Notes]) in writing and provide
details of the new [Class/Classes of US Notes] to be
issued in place of those [Class/Classes of US 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 [Noteholder of Class/Classes
of US Note] or the designated transferee or
transferees, as the case may be, one or more new
[Class/Classes of US Notes] in any authorised
denominations,
16
--------------------------------------------------------------------------------
and a like Invested Amount as those [Class/Classes of
US Notes] (in each case as specified by the
[Registrar of the Class/Classes of US Notes]) and the
Note Trustee must within 3 Business Days of receipt
of such executed [Class/Classes of US Notes]
authenticate them and (if it is not the [Registrar of
the Class/Classes of US Notes]) deliver those
[Class/Classes of US Notes] to the [Registrar of the
Class/Classes of US Notes]; and
(c) (Delivery to [Noteholder of Class/Classes of US
Note]): the [Registrar of the Class/Classes of US
Notes] must, within 3 Business Days of receipt of
such new [Class/Classes of US Notes] (or
authentication of such [Class/Classes of US Notes] if
the [Registrar of the Class/Classes of US Notes] is
the Note Trustee), forward to the relevant
[Noteholder of Class/Classes of US Note] (being the
transferee in the case of a transfer of a Class A
Note) such new [Class/Classes of US Notes].
No Charge for Transfer or Exchange
12.5 No service charge may be made to a [Noteholder of
Class/Classes of US Note] for any transfer or exchange of
[Class/Classes of US Notes], but the [Registrar of the
Class/Classes of US Notes] may require payment by the
[Noteholder of Class/Classes of US Note] 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/Classes of US Notes].
Restricted Period
12.6 Notwithstanding the preceding provisions of this clause
12, the [Registrar of the Class/Classes of US Notes] need
not register transfers or exchanges of [Class/Classes of
US Notes], and the Issuer Trustee is not required to
execute nor the Note Trustee to authenticate any
[Class/Classes of US Notes], for a period of 30 days
preceding the due date for any payment with respect to the
[Class/Classes of US Notes] or for such period, not
exceeding 30 days, as is specified by the Note Trustee
prior to any meeting of the [Noteholders of Class/Classes
of US Notes], which includes [Noteholders of Class/Classes
of US Notes], under the Master Trust Deed or prior to any
meeting of Voting Secured Creditors, which includes
[Noteholders of Class/Classes of US Notes], under the
Master Security Trust Deed.
Cancellation of [Class/Classes of US Notes]
12.7 The [Registrar of the Class/Classes of US Notes] must
cancel or destroy all [Class/Classes of US Notes] that
have been surrendered to it for transfer, exchange or
replacement (including any [Class/Classes of Book Entry US
Notes] surrendered pursuant to the Note Trust Deed) or
surrendered to a Paying Agent for redemption and delivered
to the [Registrar of the Class/Classes of US Notes] and
must, upon request, provide a certificate to the Issuer
Trustee, the Note Trustee or the Global Trust Manager with
the details of all such [Class/Classes of US Notes] so
cancelled or destroyed. Each Paying Agent must cancel and
deliver any [Class/Classes of US Notes] surrendered to it
for cancellation or destruction to the [Registrar of the
Class/Classes of US Notes] under this clause.
17
--------------------------------------------------------------------------------
Provision of Information and Inspection of Register
12.8 The [Registrar of the Class/Classes of US Notes] must:
(a) (Information): provide to the Issuer Trustee, the
Global Trust Manager, the Note Trustee and each other
Agent such information as is contained in the
[Register of the Class/Classes of US Notes] and is
required by them in order to perform any obligation
pursuant to a Transaction Document;
(b) (Inspection): make the [Register of the Class/Classes
of US Notes]:
(i) available for inspection or copying by the
Issuer Trustee, the Global Trust Manager, the
Note Trustee and each other Agent or their
agents or delegates; and
(ii) available for inspection by each [Noteholder of
Class/Classes of US Note] but only in respect of
information relating to that [Noteholder of
Class/Classes of US Note],
at the [Registrar of the Class/Classes of US Notes]'s
Specified Office during local business hours.
Correctness of Register and Information
12.9 The Issuer Trustee, the Note Trustee, the Global Trust
Manager and each Agent (other than the [Registrar of the
Class/Classes of US Notes]) may accept the correctness of
the [Register of the Class/Classes of US Notes] and any
information provided to it by the [Registrar of the
Class/Classes of US Notes] and is not required to enquire
into its authenticity. None of the Issuer Trustee, the
Note Trustee, the Global Trust Manager or any Agent
(including the [Registrar of the Class/Classes of US
Notes]) is liable for any mistake in the [Register of the
Class/Classes of US Notes] or in any purported copy except
to the extent that the mistake is attributable to (in the
case of the parties other than the Issuer Trustee or the
Note Trustee) its own fraud, negligence or material breach
of obligation (or, in the case of the Issuer Trustee or
the Note Trustee), its fraud, negligence or breach of
trust.
Non-recognition of Equitable Interests
12.10 Except as required by statute 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
[Register of the Class/Classes of US Notes] and except as
otherwise provided in any Transaction Document, or
required by statute or ordered by a court of competent
jurisdiction, none of the [Registrar of the Class/Classes
of US Notes], the Note Trustee, the Issuer Trustee, the
Global Trust 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/Classes of US
Notes] other than the registered [Noteholder of
Class/Classes of US Note's] absolute right to the entirety
of them and the receipt of a registered [Noteholder of
Class/Classes of US Note] is a good discharge to the
Issuer, the Global Trust Manager, the Note Trustee and
each Agent.
18
--------------------------------------------------------------------------------
Rectification of [Register of the Class/Classes of US Notes] 12.11 If:
(a) (Entry Omitted): an entry is omitted from the
[Register of the Class/Classes of US Notes];
(b) (Entry made otherwise than in accordance with this
Deed): an entry is made in the [Register of the
Class/Classes of US Notes] otherwise than in
accordance with this agreement;
(c) (Wrong entry exists): an entry wrongly exists in the
[Registrar of the Class/Classes of US Notes];
(d) (Error or defect exists in Register): there is an
error or defect in any entry in the [Register of the
Class/Classes of US Notes]; or
(e) (Default made): default is made or unnecessary delay
takes place in entering in the Class A Register that
any person has ceased to be the holder of
[Class/Classes of US Notes],
then the [Registrar of the Class/Classes of US Notes] may
rectify the same.
13 Relationship
--------------------------------------------------------------------------------
No other obligation
13.1 Each of the Agents hereby undertakes to the Issuer Trustee
and the Note Trustee to perform such obligations and
duties, and shall be obliged to perform such duties and
only such duties, as are in this agreement, in the
[Conditions of the Class/Classes of US Notes] specifically
set forth, and no implied duties or obligations shall be
read into this agreement, the Note Trust Deed or the
[Class/Classes of US Notes] against any of the Agents,
other than the duty to act honestly and in good faith and
to exercise the diligence of a reasonably prudent agent in
comparable circumstances.
Instructions
13.2 Subject to the other terms of this agreement and the
[Conditions of the Class/Classes of US Notes], each Agent
must act in accordance with the instructions (if any) of
the Issuer Trustee and the Global Trust Manager in
exercising its rights, powers and discretions under this
agreement.
No instructions
13.3 Subject to the terms of this agreement, where instructions
of the Issuer Trustee are expressly required for the Agent
to take action under this agreement, in the absence of
instructions from the Issuer Trustee, no Agent is required
to take any action but may exercise its rights, powers and
discretions as it sees fit provided it does so in good
faith. Except where this agreement otherwise expressly
provides, no Agent need consult with the Issuer Trustee
before exercising a right, power or discretion under this
agreement.
19
--------------------------------------------------------------------------------
Agent of the Issuer Trustee
13.4 In acting hereunder and in connection with the
[Class/Classes of US Notes] (and subject to clause 3.1),
the Agents shall act solely as agents of the Issuer
Trustee and will not thereby assume any obligations
towards or relationship of agency or trust for any holders
of [Class/Classes of US Notes] except that any funds
received by the Principal Paying Agent for the payment of
any amounts in respect of the [Class/Classes of US Notes]
shall be held by it on trust for the relevant holders
until the earlier of the expiration of the relevant
prescription period and the date on which any such amounts
are repaid under clause 4.10.
Issuer Trustee not responsible for Agents
13.5 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.
Reliance
13.6 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 Global Trust Manager or in
reliance upon any [Class/Classes of US 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 property party or parties.
Agent may employ
13.7 Each Agent may employ agents. Each of the Agents may
consult on any legal matter any legal adviser selected by
it, who may be an employee of or legal adviser to the
Issuer Trustee, and it shall be protected and shall incur
no liability for action taken, or suffered to be taken,
with respect to such matter in good faith and in
accordance with the opinion of such legal adviser.
Applicable laws
13.8 The Global Trust Manager must ensure, and no Agent has any
responsibility for ensuring, that the issue of, and
observance of obligations under, a [Class/Classes of US
Note]complies with all applicable laws and regulations and
that all authorisations necessary for the issue of, and
observance of obligations under, a [Class/Classes of US
Note]are obtained and maintained in full force and effect.
Accept deposits etc
13.9 Without any liability to account to a [Noteholder of
Class/Classes of US Note] or any other person each Agent
may accept deposits from, lend money to, assume
liabilities in relation to and generally engage in any
kind of banking, trust or other business with, the Issuer
Trustee as if it were not an Agent and may accept fees and
other consideration from the Issuer Trustee for services
in connection with this agreement or any other arrangement
without having to account for them to a [Noteholder of
Class/Classes of US Note] or another person.
20
--------------------------------------------------------------------------------
Dealing with money
13.10 Each Agent is entitled to deal with money paid to it
under this agreement in the same manner as other money
paid to it as banker by its customers except that:
(a) it is not entitled to exercise any lien, right of
set-off, combination of accounts or similar claim in
respect of it; and
(b) it shall not be liable to any person to account for
interest on any sums held by it under this agreement.
Income Tax Returns
13.11 The Principal Paying Agent will deliver to each
[Noteholder of Class/Classes of US Note] such information
as may be reasonably required to enable such [Noteholder
of Class/Classes of US Note] to prepare its federal and
state income tax returns.
Holders of Notes
13.12 Except as ordered by a court of competent jurisdiction or
as required by law, each Paying Agent is entitled to treat
the person:
(a) ([Class/Classes of Book Entry US Notes]) who is,
while a [Class/Classes of Book Entry US Note] remains
outstanding, the registered owner of that
[Class/Classes of Book Entry US Note] as recorded in
the [Register of the Class/Classes of US Notes] as
the absolute owner of each 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 Note
represented by a [Class/Classes of Book Entry US
Note] will be entitled to receive from the registered
owner of that [Class/Classes of Book Entry US Note]
any payment so made only in accordance with the
respective rules and procedures of the Depository;
(b) ([Class/Classes of Definitive US Notes]) who is the
registered owner of any [Class/Classes of Definitive
US Notes] as recorded in the [Register of the
Class/Classes of US Notes] as the absolute owner or
owners of that [Class/Classes of Definitive US Notes]
(whether or not that [Class/Classes of Definitive US
Notes] 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 [Class/Classes of Book
Entry US Note] in respect of any Note is no longer
outstanding but [Class/Classes of Definitive US
Notes] in respect of the 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 [Noteholders
of Class/Classes of US Notes],
in all cases and for all purposes, despite any notice to
the contrary, and will not be liable for so doing.
21
--------------------------------------------------------------------------------
Note or document believed to be genuine
13.13 Each of the Agents shall be protected and shall incur no
liability for or in respect of any action taken or omitted
or thing suffered by it in reliance upon any Note or other
document or any communication, certification, instruction,
request or order reasonably believed by it to be genuine
and to have been delivered, sent or signed by the proper
parties.
Agents as holders of Notes
13.14 Neither any Agent nor any other person whether acting for
itself or in any other capacity will be precluded from
becoming the owner of, or acquiring any interest in,
holding or disposing of any [Class/Classes of US Note] or
any shares or securities of the Issuer Trustee, with the
same rights as it would have had if such Agent were not
acting as Agent or from entering into or being interested
in any contracts or transactions with the Issuer Trustee,
or from acting on, or as depositary, trustee or agent for,
any committee or body of holders of any securities of the
Issuer Trustee, and will not be liable to account for any
profit.
Communication between the Parties
13.15 A copy of all communications relating to the subject
matter of this agreement between the Issuer Trustee or the
Note Trustee and the [Noteholders of Class/Classes of US
Notes] and any of the Paying Agents (other than the
Principal Paying Agent) shall be sent to the Principal
Paying Agent by the relevant Paying Agent.
Termination
13.16 An Agent may resign its appointment under this agreement
and the Global Trust Manager may, with the prior written
approval of the Note Trustee and the Issuer Trustee,
terminate the appointment of an Agent under this agreement
at any time by giving not less than 45 days' written
notice to that effect to the Global Trust Manager or the
Agent respectively (which shall not expire less than 15
days before or after any Payment Date) provided that:
(a) no such resignation or termination of the appointment
of the Principal Paying Agent shall take effect until
a successor has been appointed by the Issuer Trustee
(at the direction of the Global Trust Manager) on
terms approved in writing by the Note Trustee and the
Issuer Trustee;
(b) no such resignation or termination shall take effect
if as a result of such resignation or termination
there would cease to be Agents as required in the
[Conditions of the Class/Classes of US Notes]; and
(c) [any other applicable covenants for a relevant stock
exchange]
If the Global Trust Manager does not appoint a successor
Principal Paying Agent by the day falling 10 days before
the expiration of such 45 days, the Principal Paying Agent
may appoint as a successor Principal Paying Agent a
reputable financial institution of good standing which the
Issuer Trustee and the Note Trustee approve (such approval
not to be unreasonably withheld) or it may petition a
court of competent jurisdiction to do so. Any successor
Principal Paying Agent must
22
--------------------------------------------------------------------------------
forthwith enter into an agreement on substantially the
same terms as this agreement and each Current Rating
Agency must be notified of any appointment by the Global
Trust Manager.
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 Note,
and shall deliver to the successor Principal Paying Agent
all records maintained by it pursuant to this agreement
and all documents (including any [Class/Classes of
Definitive US Notes]) held by it.
Publication
13.17 Immediately following the receipt of any notice of
resignation of any Agent and forthwith on giving notice
appointing an Agent or terminating any Agent's appointment
hereunder, the Global Trust Manager shall publish or cause
to be published notice thereof to the holders of the
[Class/Classes of US Notes] in accordance with the
[Conditions of the Class/Classes of US Notes]. On the date
on which any such termination or resignation takes effect,
the relevant Agent shall deliver to the Issuer Trustee, or
as the Issuer Trustee may direct, all records maintained
by it, and any [Class/Classes of US Notes] in its
possession, pursuant hereto and shall resign, it shall in
addition pay to or to the order of the Issuer Trustee any
amount held by it, and received from the Issuer Trustee
for payment in respect of the [Class/Classes of US Notes].
Upon its resignation or termination of appointment taking
effect, the relevant Paying Agent shall be entitled to the
payment by the Issuer Trustee of its commissions, fees and
expenses then unpaid and shall continue to be entitled to
the benefit of clause 14.2 in respect of the period of its
appointment.
Termination of appointment
13.18 The appointment of any Agent shall forthwith terminate if
at any time:
(a) an Insolvency Event occurs in relation to that Agent;
or
(b) the Agent ceases to conduct business; or
(c) it fails to remedy within 5 Business Days after prior
written notice by the Issuer Trustee or the Global
Trust Manager any material breach of this agreement
on the part of the Agent.
The Issuer Trustee acting on the direction of the Global
Trust Manager may appoint a successor Agent which shall be
a reputable financial institution of good standing
approved by the Note Trustee.
New Agents
13.19 Upon its appointment becoming effective, a successor
Agent shall, without further act, deed or conveyance,
become vested with all the authority, rights, powers,
trusts, immunities, duties and obligations of its
predecessor or, as the case may be, a Paying Agent
with like effect as if originally named as an Agent
under this agreement.
23
--------------------------------------------------------------------------------
Merger
13.20 Any corporation into which any Agent or its agency
business may be merged, sold or converted or any
corporation with which such Agent may be consolidated or
any corporation resulting from any merger, conversion or
consolidation to which such Agent shall be a party shall,
to the extent permitted by applicable law, be the
successor Agent under this agreement without any further
formality. Notice of any such merger, conversion or
consolidation shall forthwith be given by that Agent to
the Issuer Trustee, Note Trustee and the other Agents.
Notice to [Noteholder of Class/Classes of US Note]
13.21 The Global Trust 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 [Noteholders of Class/Classes of US Notes]
notice of the termination, appointment or resignation in
accordance with Condition [ ] of the [Conditions of the
Class/Classes of US Notes] (in the case of a termination
under clause 13.18 at the cost of the outgoing Agent).
Notwithstanding clause 13.18, 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 [Noteholders of Class/Classes of US Notes] in
accordance with this clause 13.21.
Change of specified office
13.22 If any Agent changes its Specified Office, it shall give
to the Issuer Trustee, the Global Trust Manager, the Note
Trustee and each other Agent written notice of the address
of the new Specified Office stating the date on which such
change is to take effect, which date shall be not less
than 30 days after the date of such notice, provided that
an Agent shall not change its Specified Office to another
city without the prior consent of the Issuer Trustee and
the Global Trust Manager. The Global Trust Manager shall
within 15 days of receipt of any such notice (unless the
appointment of the Principal Paying Agent or the relevant
Paying Agent is to terminate pursuant to any of the
foregoing clauses on or prior to the date of such change)
publish or cause to be published notice thereof to the
[Noteholders of Class/Classes of US Notes] in accordance
with the [Conditions of the Class/Classes of US Notes].
13.23 Anything in this agreement to the contrary
notwithstanding, in no event shall the Agent by 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 to the possibility thereof and
regardless of the form of action in which such damages are
sought.
24
--------------------------------------------------------------------------------
14 Stamp duties and indemnities
--------------------------------------------------------------------------------
Stamp duties
14.1 The Issuer Trustee agrees to pay any and all stamp and
other documentary taxes or duties which may be payable in
the Commonwealth of Australia, the Australian Capital
Territory, the United States and [other relevant
jurisdictions] by the Paying Agents or the Note Trustee in
connection with the execution, delivery, performance and
enforcement of this agreement.
Indemnity by Issuer Trustee
14.2 Subject to clause 16, the Issuer Trustee shall indemnify
each Agent against any loss, liability, cost, claim,
action, demand or expense (including, but not limited to,
all reasonable costs, charges and expenses paid or
incurred in disputing or defending any of the foregoing)
that it may incur or that may be made against it arising
out of or in relation to or in connection with its
appointment or the exercise of its functions, except such
as may result from a breach by it of this agreement or its
own negligence, bad faith or breach of trust or that of
its officers, employees or agents.
Indemnity by Agents
14.3 Each Agent severally shall indemnify the Issuer Trustee
and the Global Trust Manager against any loss, liability,
cost, claim, action, demand or expense (including, but not
limited to, all reasonable costs, charges and expenses
paid or incurred in disputing or defending any of the
foregoing) that the Issuer Trustee may incur or that may
be made against it as a result of such Agent's fraud,
negligence or material breach of obligation or that of its
officers, employees or agents.
15 Commissions and Expenses
--------------------------------------------------------------------------------
Principal Paying Agent
15.1 The Issuer Trustee agrees to pay to the Principal Paying
Agent, from its own funds and not from the Assets of the
Trust, such fees and commissions as the Issuer Trustee and
the Principal Paying Agent shall separately agree in
respect of the services of the Principal Paying Agent and
the other Paying Agents under this agreement together with
any reasonable out-of-pocket expenses (including legal,
printing, postage, fax, cable and advertising expenses and
GST (if any)) incurred by the Principal Paying Agent and
the other Paying Agents in connection with this agreement
and its supply of services. If the appointment of an Agent
is terminated under this agreement, the Principal Paying
Agent must refund to the Issuer Trustee their proportion
of the fee (if any) which relates to the period during
which the Agent's appointment is terminated.
Other Agents
15.2 The Principal Paying Agent will make payment of the fees
and commissions due hereunder to the other Agents and will
reimburse their expenses promptly after the receipt of the
relevant moneys from the Issuer Trustee in each case
unless otherwise agreed with the Issuer Trustee. The
Issuer Trustee shall not be responsible for any such
25
--------------------------------------------------------------------------------
payment or reimbursement by the Principal Paying Agent to
the other Agents.
16 Issuer Trustee's limitation of liability
--------------------------------------------------------------------------------
Clause 2 of the Definitions Schedule applies to this
agreement as if set out in full in it (with any
consequential changes as are necessary to give effect to
that clause in this agreement).
17 Notices
--------------------------------------------------------------------------------
Form
17.1 Subject to clauses 17.4 and 17.5, a notice, approval,
consent or other communication in connection with this
agreement:
(a) may be given by an Authorised Person of the relevant
party;
(b) must be in writing; and
(c) must be left at the address of the addressee or sent
by prepaid ordinary post to the address of the
addressee or sent by facsimile to the facsimile
number of the addressee, or sent by e-mail to the
e-mail address of the addressee specified in clause
17.2 or any other address, facsimile number or e-mail
address any party may from time to time notify to the
other parties as its address for service of
communications pursuant to this agreement.
Initial addresses
17.2 The initial address and facsimile numbers of the Issuer
Trustee, the Global Trust Manager, the Principal Paying
Agent, the Paying Agent and the Note Trustee are set out
in the schedule to this agreement.
Time effective
17.3 Unless a later time is specified in it, a notice,
approval, consent or other communication takes effect from
the time it is received.
Receipt
17.4 A letter, e-mail or facsimile is taken to be received:
(a) in the case of a posted letter, on the third
(seventh, if posted to or from a place outside
Australia) day after posting;
(b) in the case of a facsimile, on production of a
transmission report by the machine from which the
facsimile was sent which indicates that the facsimile
was sent in its entirety to the facsimile number of
the recipient notified for the purpose of this
clause; and
(c) in the case of an e-mail, on receipt by the sender of
an e-mail from the recipient stating that the e-mail
was delivered in its entirety and the contents and
attachments of the e-mail have been received.
26
--------------------------------------------------------------------------------
However, if the time of deemed receipt of any notice is
not before 4.00 p.m. (local time at the address of the
recipient) on a Business Day it is deemed to have been
received at the commencement of business on the next
following Business Day.
17.5 All notices are valid if despatched by prepaid ordinary
post (airmail if posted to a place outside Australia) to
the relevant party's registered office (or, in the case of
Registered [Noteholders of Class/Classes of US Notes], to
the address specified in the Register and, in the case of
joint holders, to the person whose name first appears in
the Register). Such notice is taken to be received on the
third (seventh, if posted to a place outside Australia)
day after posting.
17.6 Where a notice or other communication is to be provided
under this agreement to a [Noteholder of Class/Classes of
US Note] of a Note in bearer form, the notice may be given
in accordance with the relevant Note Trust Deed.
18 Miscellaneous
--------------------------------------------------------------------------------
Certificate
18.1 A certificate signed by the parties or its solicitors
about a matter or about a sum payable to the parties to
this agreement in connection with this agreement is
sufficient evidence of the matter or sum stated in the
certificate unless the matter or sum is proved to be
false.
Exercise of rights
18.2 The parties to this agreement or an attorney appointed
under this agreement may exercise a right, power or remedy
at its discretion, and separately or concurrently with
another right, power or remedy. A single or partial
exercise of a right, power or remedy by the person does
not prevent a further exercise of that or an exercise of
any other right, power or remedy. Failure by the person to
exercise or delay in exercising a right, power or remedy
does not prevent its exercise. The person with the right,
power or remedy is not liable for any loss caused by its
exercise, attempted exercise, failure to exercise or delay
in exercising it except in the case of its fraud or wilful
default or, in the case of the Issuer Trustee, negligence,
fraud or breach of trust.
Waiver and variation
18.3 A provision of or a right created under this agreement may
not be waived or varied except in writing signed by the
party or parties to be bound.
Supervening legislation
18.4 Any present or future legislation which operates to vary
the obligations of the parties to this agreement in
connection with this agreement with the result that the
rights, powers or remedies of the parties are adversely
affected (including, without limitation, by way of delay
or postponement) is excluded except to the extent that its
exclusion is prohibited or rendered ineffective by law.
27
--------------------------------------------------------------------------------
Approvals and consent
18.5 The parties to this agreement or an attorney appointed
under this agreement may give conditionally or
unconditionally or withhold their approval or consent in
their absolute discretion, unless this agreement expressly
provides otherwise.
Remedies cumulative
18.6 The rights, powers and remedies provided in this agreement
are cumulative with and not exclusive of the rights,
powers or remedies provided by law independently of this
agreement.
Indemnities
18.7 Each indemnity in this agreement is a continuing
obligation, separate and independent from the other
obligations of the parties to this agreement and survives
termination of this agreement. It is not necessary for the
parties to this agreement to incur expense or make payment
before enforcing a right of indemnity conferred by this
agreement.
Time of the essence
18.8 Time is of the essence in this agreement in respect of an
obligation of any of the parties to this agreement to pay
money.
Receipts
18.9 The receipt of a Receiver, or an Authorised Person of the
parties to this agreement, releases the person paying
money to the Receiver or the parties to this agreement in
connection with this agreement from:
(a) liability for the money paid or expressed to be
received; and
(b) being concerned to see to its application or being
answerable or accountable for its loss or
misapplication.
Acknowledgment
18.10 The parties acknowledge and agree that in exercising
their powers and discretions under this agreement,
and in performing their obligations under this
agreement, they must act in accordance with their
duties and obligations under this agreement, and they
may exercise such powers and discretions as provided
in this agreement, and (without limitation) in
forming any opinion may obtain and act upon the
advice of persons who are not parties to this
agreement.
18.11 The parties acknowledge that they are bound by the
terms of this agreement.
Disclosure of information
18.12 Subject to this agreement, the parties to this
agreement is not required (unless ordered so to do by
a court of competent jurisdiction) to disclose to any
Unitholder, Secured Creditor or any other person
confidential, financial or other information made
available to the parties to this agreement in
connection with this agreement.
28
--------------------------------------------------------------------------------
Rights cumulative
18.13 The rights, powers and remedies provided in this
agreement are cumulative and not exclusive of the
rights, powers or remedies provided by law
independently of this agreement.
Signatures
18.14 The parties to this agreement may rely on the
validity of any signature on any transfer, form of
application or other instrument or document unless
the parties to this agreement (as the case may be)
have reasonable grounds to believe that the signature
is not genuine. None of the parties to this agreement
are liable to make good out of their own funds any
loss incurred by any person if a signature is forged
or otherwise fails to bind the person whose signature
it purports to be or on whose behalf it purports to
be made. Any such loss, subject to any right of
reimbursement from any other person (including the
parties to this agreement) is to be borne by the
relevant Trust in respect of which the loss is
incurred.
Limitation of Note Trustee's Liability
18.15 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.
19 Amendment
--------------------------------------------------------------------------------
This agreement may be amended by the Issuer Trustee, the
Note Trustee and the Agents without the consent of any
holder of Notes, Coupons if the amendment:
(a) is in the opinion of the Note Trustee made to correct
a manifest error or is of a formal, technical or
administrative nature; or
(b) is considered by the Note Trustee not to be
materially prejudicial to the interests of the
[Noteholders of Class/Classes of US Notes].
Any amendment must be notified to each Current Rating
Agency.
20 Governing law and submission to jurisdiction
--------------------------------------------------------------------------------
Governing Law
20.1 This agreement is governed by the law in force in the
Australian Capital Territory and the rights, liabilities
and obligations of the parties to this agreement are
governed by the laws in force in the Australian Capital
Territory.
Submission to jurisdiction
20.2 Each party irrevocably and unconditionally submits to the
non-exclusive jurisdiction of the courts of the Australian
Capital Territory and courts of appeal from them. Each
party waives any right it has to object to an action being
brought in those courts including, without limitation, by
29
--------------------------------------------------------------------------------
claiming that the action has been brought in an
inconvenient forum or that those courts do not have
jurisdiction.
Service
20.3 Without preventing any other mode of service, any document
in an action (including, without limitation, any writ of
summons or other originating process or any third or other
party notice) may be served on any party by being
delivered to or left for that party at its address for
service of notices under clause 17.
21 Counterparts
--------------------------------------------------------------------------------
This agreement may consist of a number of counterparts and
the counterparts taken together constitute one and the
same instrument.
EXECUTED as an agreement.
30
--------------------------------------------------------------------------------
Schedule Initial Contact Details
--------------------------------------------------------------------------------
Issuer Trustee
Address: [ ]
Attention: [ ]
Facsimile: [ ]
Email: [ ]
Global Trust Manager
Address: Xxxxx 00
000 Xxxxxx Xxxxxx
Xxxxxxxxx XXX 0000
Attention: [Manager, Group Funding]
Facsimile: [(000) 0000 0000]
Email: [ ]
Note Trustee
Address: [ ]
Attention: [ ]
Facsimile: [ ]
Email: [ ]
[Registrar of the Class/Classes of US Notes]
Address: [ ]
Attention: [ ]
Facsimile: [ ]
Email: [ ]
Principal Paying Agent and Calculation Agent
Address: [ ]
Attention: [ ]
Facsimile: [ ]
Email: [ ]
The Bank of New York, London Branch
Address: [ ]
Attention: [ ]
Facsimile: [ ]
Email: [ ]
31
--------------------------------------------------------------------------------
Execution Page
--------------------------------------------------------------------------------
ISSUER TRUSTEE
SIGNED by [.....................] )
as attorney for [NAME OF ISSUER )
TRUSTEE] in the presence of: )
)
)
.................................. )
Signature of witness )
)
.................................. )
Name of witness (block letters) )
)
.................................. ) .........................................
Address of witness ) By executing this agreement the attorney
) states that the attorney has received no
.................................. ) notice of revocation of the power of
Occupation of witness ) attorney
GLOBAL TRUST MANAGER
SIGNED by [.................... ] )
on behalf of NATIONAL GLOBAL )
MBS MANAGER PTY LTD )
in the presence of: )
)
)
.................................. )
Signature of witness )
)
.................................. )
Name of witness (block letters) )
)
.................................. ) .........................................
Address of witness ) By executing this agreement the signatory
) states that the signatory has received no
.................................. ) notice of revocation of the authority
Occupation of witness ) under which this agreement is executed
32
--------------------------------------------------------------------------------
NOTE TRUSTEE
SIGNED by [.....................] )
as authorised signatory for )
[NAME OF NOTE TRUSTEE] )
in the presence of: )
)
)
.................................. )
Signature of witness )
)
.................................. )
Name of witness (block letters) )
)
.................................. ) .........................................
Address of witness ) By executing this agreement the signatory
) states that the signatory has received no
.................................. ) notice of revocation of the authority
Occupation of witness ) under which this agreement is signed
[REGISTRAR OF THE CLASS/CLASSES OF US NOTES]
SIGNED by [.....................] )
as authorised signatory for )
[NAME OF REGISTRAR OF THE CLASS/ )
CLASSES OF US NOTES] )
in the presence of: )
)
)
.................................. )
Signature of witness )
)
.................................. )
Name of witness (block letters) )
)
.................................. ) .........................................
Address of witness ) By executing this agreement the signatory
) states that the signatory has received no
.................................. ) notice of revocation of the authority
Occupation of witness ) under which this agreement is signed
33
--------------------------------------------------------------------------------
PRINCIPAL PAYING AGENT AND CALCULATION AGENT
SIGNED by [.....................] )
as authorised signatory for )
[NAME OF PRINCIPAL PAYING AGENT )
AND CALCULATION AGENT] )
in the presence of: )
)
)
.................................. )
Signature of witness )
)
.................................. )
Name of witness (block letters) )
)
.................................. ) .........................................
Address of witness ) By executing this agreement the signatory
) states that the signatory has received no
.................................. ) notice of revocation of the authority
Occupation of witness ) under which this agreement is signed
PAYING AGENT
SIGNED by [.....................] )
as authorised signatory for )
[NAME OF PAYING AGENT] )
in the presence of: )
)
)
.................................. )
Signature of witness )
)
.................................. )
Name of witness (block letters) )
)
.................................. ) .........................................
Address of witness ) By executing this agreement the signatory
) states that the signatory has received no
.................................. ) notice of revocation of the authority
Occupation of witness ) under which this agreement is signed
----------------------------------------------------
Dated
National RMBS Trust
200[ ]-[ ]
Agency Agreement
[Name of Issuer Trustee]
("Issuer Trustee")
National Global MBS Manager Pty Ltd
("Global Trust Manager")
and
[Name of Note Trustee]
("Note Trustee")
[Name of Registrar of the Class/Classes
of US Notes]
("[Registrar of the Class/Classes of US
Notes]")
[Name of Principal Paying Agent and
Calculation Agent]
("Principal Paying Agent" and
"Calculation Agent")
[Name of Paying Agent] ("Paying
Agent")
Mallesons Xxxxxxx Xxxxxx
Solicitors
Governor Xxxxxxx Xxxxx
0 Xxxxxx Xxxxx
Xxxxxx XXX 0000
Telephone (00 0) 0000 0000
Fax (00 0) 0000 0000
DX 000 Xxxxxx
Ref: AAV/SRF
(C)Mallesons Xxxxxxx Xxxxxx
(i)
--------------------------------------------------------------------------------
Contents National RMBS Trust 200[ ]-[ ] Agency Agreement
--------------------------------------------------------------------------------
1 Definitions and Interpretation 1
Definitions Schedule 1
Definitions 2
2 Appointment of Agents 2
Appointment of Agents 2
Acceptance of appointment 3
Representation by each Agent 3
Additional Agents 3
3 The Note Trustee 4
Agents to act for Note Trustee 4
Good Discharge to Issuer Trustee 4
Notice of change of the Note Trustee 4
4 Payments 5
Payments of amounts due 5
Payments by Paying Agents 5
Notification 5
Paying Agents to Record, Notify Payments and
Deliver Surrendered Notes 6
Make payments 6
Non-Payment 6
Full amount not received 6
Interest on overdue amounts 7
Reimburse other Agents 7
Late payment 7
Partial payments 7
Deductions 8
Unpaid money 8
No Set-off 8
Currency Swaps 8
5 Exchange of [Class/Classes of Book Entry US Notes] 8
Exchange for [Class/Classes of Definitive US Notes] 8
Notification 9
Outstanding amount 9
6 Redemption 9
Part Redemption of Notes on Payment Dates 9
Early Redemption 9
7 General note registrar and paying agent matters 10
Notices to [Noteholders of Class/Classes of US Notes] 10
Copies of Documents for inspection 11
Notice of any Withholding or Deduction 11
8 Copies of documents available for inspection 11
9 Documents and forms 11
Principal Paying Agent 11
Notes, etc held by Paying Agents 12
(ii)
--------------------------------------------------------------------------------
10 Receipt of notices and voting 12
Copy notices to Issuer Trustee 12
Voting 12
11 Duties of Calculation Agent 13
Appointment 13
Quotations 13
Notice 13
Calculations 13
Failure to calculate 13
12 Duties of the [Registrar of the Class/Classes of
US Notes] 14
[Register of the Class/Classes of US Notes] to be kept 14
Transfer or Exchange of [Class/Classes of US Notes] 14
Replacement of Lost or Mutilated [Class/Classes of
US Notes] 15
Obligations upon Transfer, Exchange or Replacement of
[Class/Classes of US Notes] 15
No Charge for Transfer or Exchange 16
Restricted Period 16
Cancellation of [Class/Classes of US Notes] 16
Provision of Information and Inspection of Register 17
Correctness of Register and Information 17
Non-recognition of Equitable Interests 17
Rectification of [Register of the Class/Classes of
US Notes] 18
13 Relationship 18
No other obligation 18
Instructions 18
No instructions 18
Agent of the Issuer Trustee 19
Issuer Trustee not responsible for Agents 19
Reliance 19
Agent may employ 19
Applicable laws 19
Accept deposits etc 19
Dealing with money 20
Income Tax Returns 20
Holders of Notes 20
Note or document believed to be genuine 21
Agents as holders of Notes 21
Communication between the Parties 21
Termination 21
Publication 22
Termination of appointment 22
New Agents 22
Merger 23
Notice to [Noteholder of Class/Classes of US Note] 23
Change of specified office 23
14 Stamp duties and indemnities 24
Stamp duties 24
Indemnity by Issuer Trustee 24
(iii)
--------------------------------------------------------------------------------
Indemnity by Agents 24
15 Commissions and Expenses 24
Principal Paying Agent 24
Other Agents 25
16 Issuer Trustee's limitation of liability 25
17 Notices 25
Form 25
Initial addresses 25
Time effective 25
Receipt 25
18 Miscellaneous 26
Certificate 26
Exercise of rights 26
Waiver and variation 26
Supervening legislation 27
Approvals and consent 27
Remedies cumulative 27
Indemnities 27
Time of the essence 27
Receipts 27
Acknowledgment 27
Disclosure of information 28
Rights cumulative 28
Signatures 28
Limitation of Note Trustee's Liability 28
19 Amendment 28
20 Governing law and submission to jurisdiction 28
Governing Law 28
Submission to jurisdiction 29
Service 29
21 Counterparts 29
Schedule Initial Contact Details 30
