Exhibit 4.8


 





 


 


Kingfisher Trust 2004-1G Agency Agreement


 


Dated


 


 


Perpetual Trustee
Company Limited (ABN 42 000 001 007) (“Trustee”)


ANZ Capel Court
Limited (ABN 30 004 768 807) (“Trust Manager”)


The Bank of New York
(“Note Trustee”, “Class A Note Registrar”,


“Principal Paying
Agent” and “Calculation Agent”)


The Bank of New
York, London Branch (“London Paying Agent”)


 


 


Mallesons
Stephen Jaques


Level 60


Governor Phillip
Tower


1 Farrer Place


Sydney NSW 2000


Australia


T +61 2 9296 2000


F +61 2 9296 3999


DX 113 Sydney


www.mallesons.com


 

















 


Kingfisher
Trust 2004-1G Agency Agreement


Contents


 


	
  Details

  	
   

  
	
   

  	
   

  	
   

  
	
  General terms

  	
   

  
	
   

  	
   

  
	
  1

  	
  Appointment of Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Appointment of Agents

  	
   

  
	
  1.2

  	
  Acceptance of appointment

  	
   

  
	
  1.3

  	
  Representation by each
  Agent

  	
   

  
	
  1.4

  	
  Additional Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  The Note Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Agents to act for Note
  Trustee

  	
   

  
	
  2.2

  	
  Good Discharge to Trustee

  	
   

  
	
  2.3

  	
  Notice of change
  of the Note Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Payments of amounts due

  	
   

  
	
  3.2

  	
  Payments by
  Principal Paying Agent

  	
   

  
	
  3.3

  	
  Notification

  	
   

  
	
  3.4

  	
  Paying
  Agents to Record, Notify Payments and Deliver Surrendered Notes

  	
   

  
	
  3.5

  	
  Make payments

  	
   

  
	
  3.6

  	
  Non-Payment

  	
   

  
	
  3.7

  	
  Full amount not received

  	
   

  
	
  3.8

  	
  Interest on overdue amounts

  	
   

  
	
  3.9

  	
  Reimburse other Agents

  	
   

  
	
  3.10

  	
  Late payment

  	
   

  
	
  3.11

  	
  Partial payments

  	
   

  
	
  3.12

  	
  Deductions

  	
   

  
	
  3.13

  	
  Unpaid money

  	
   

  
	
  3.14

  	
  No Set-off

  	
   

  
	
  3.15

  	
  Currency Swaps

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Exchange of Class
  A Book Entry Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Exchange for
  Class A Definitive Notes

  	
   

  
	
  4.2

  	
  Notification

  	
   

  
	
  4.3

  	
  Outstanding amount

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Redemption

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Part
  Redemption of Notes on Payment Dates

  	
   

  
	
  5.2

  	
  Early Redemption

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  General
  note registrar and paying agent matters

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Notices to Class A Note
  Holders

  	
   

  
	
  6.2

  	
  Copies of Documents
  for inspection

  	
   

  
	
  6.3

  	
  Notice of any
  Withholding or Deduction

  	
   

  



 


i

















 


	
  7

  	
  Copies of
  documents available for inspection

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Documents and forms

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Principal Paying Agent

  	
   

  
	
  8.2

  	
  Documents

  	
   

  
	
  8.3

  	
  Notes, etc held by
  Paying Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  Receipt of notices and
  voting

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Copy notices to Trustee

  	
   

  
	
  9.2

  	
  Voting

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Duties of Calculation Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Appointment

  	
   

  
	
  10.2

  	
  Quotations

  	
   

  
	
  10.3

  	
  Notice

  	
   

  
	
  10.4

  	
  Calculations

  	
   

  
	
  10.5

  	
  Failure to calculate

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Duties of the
  Class A Note Registrar

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Class A Note Register
  to be kept

  	
   

  
	
  11.2

  	
  Transfer or
  Exchange of Class A Notes

  	
   

  
	
  11.3

  	
  Replacement
  of Lost or Mutilated Class A Notes

  	
   

  
	
  11.4

  	
  Obligations
  upon Transfer, Exchange or Replacement of Class A Notes

  	
   

  
	
  11.5

  	
  No Charge for
  Transfer or Exchange

  	
   

  
	
  11.6

  	
  Restricted Period

  	
   

  
	
  11.7

  	
  Cancellation of Class A
  Notes

  	
   

  
	
  11.8

  	
  Provision
  of Information and Inspection of Register

  	
   

  
	
  11.9

  	
  Correctness of
  Register and Information

  	
   

  
	
  11.10

  	
  Non-recognition
  of Equitable Interests

  	
   

  
	
  11.11

  	
  Rectification of
  Class A Note Register

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Relationship

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  No other obligation

  	
   

  
	
  12.2

  	
  Instructions

  	
   

  
	
  12.3

  	
  No instructions

  	
   

  
	
  12.4

  	
  Agent of the Trustee

  	
   

  
	
  12.5

  	
  Trustee not
  responsible for Agents

  	
   

  
	
  12.6

  	
  Reliance

  	
   

  
	
  12.7

  	
  Agent may employ

  	
   

  
	
  12.8

  	
  Applicable laws

  	
   

  
	
  12.9

  	
  Accept deposits etc

  	
   

  
	
  12.10

  	
  Dealing with money

  	
   

  
	
  12.11

  	
  Income Tax Returns

  	
   

  
	
  12.12

  	
  Holders of Notes

  	
   

  
	
  12.13

  	
  Note or
  document believed to be genuine

  	
   

  
	
  12.14

  	
  Agents as holders of Notes

  	
   

  
	
  12.15

  	
  Communication between
  the Parties

  	
   

  



 


ii

















 


	
  12.16

  	
  Termination

  	
   

  
	
  12.17

  	
  Publication

  	
   

  
	
  12.18

  	
  Termination of appointment

  	
   

  
	
  12.19

  	
  New Agents

  	
   

  
	
  12.20

  	
  Merger

  	
   

  
	
  12.21

  	
  Notice to Class A Note
  Holder

  	
   

  
	
  12.22

  	
  Change of specified office

  	
   

  
	
  12.23

  	
  Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  Stamp duties and
  indemnities

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Stamp duties

  	
   

  
	
  13.2

  	
  Indemnity by Trustee

  	
   

  
	
  13.3

  	
  Indemnity by Agents

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Commissions and Expenses

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Principal Paying Agent

  	
   

  
	
  14.2

  	
  Out of Pocket Expenses

  	
   

  
	
  14.3

  	
  Limited rights

  	
   

  
	
  14.4

  	
  Other Agents

  	
   

  
	
  14.5

  	
  Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Trustee’s limitation
  of liability

  	
   

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Limitation on
  Trustee’s liability

  	
   

  
	
  15.2

  	
  Claims against Trustee

  	
   

  
	
  15.3

  	
  Breach of Trust

  	
   

  
	
  15.4

  	
  Acts or omissions

  	
   

  
	
  15.5

  	
  No authority

  	
   

  
	
  15.6

  	
  No obligation

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Form

  	
   

  
	
  16.2

  	
  Delivery

  	
   

  
	
  16.3

  	
  When effective

  	
   

  
	
  16.4

  	
  Deemed receipt - postal

  	
   

  
	
  16.5

  	
  Deemed receipt - fax

  	
   

  
	
  16.6

  	
  Deemed receipt - general

  	
   

  
	
  16.7

  	
  Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  17.1

  	
  Certificate

  	
   

  
	
  17.2

  	
  Exercise of rights

  	
   

  
	
  17.3

  	
  Waiver and variation

  	
   

  
	
  17.4

  	
  Supervening legislation

  	
   

  
	
  17.5

  	
  Approvals and consent

  	
   

  
	
  17.6

  	
  Remedies cumulative

  	
   

  
	
  17.7

  	
  Indemnities

  	
   

  
	
  17.8

  	
  Time of the essence

  	
   

  
	
  17.9

  	
  Receipts

  	
   

  
	
  17.10

  	
  Acknowledgment

  	
   

  



 


iii

















 


	
  17.11

  	
  Binding obligations

  	
   

  
	
  17.12

  	
  Disclosure of information

  	
   

  
	
  17.13

  	
  Rights cumulative

  	
   

  
	
  17.14

  	
  Signatures

  	
   

  
	
  17.15

  	
  Limitation of
  Note Trustee’s Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Governing
  law and submission to jurisdiction

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Governing law

  	
   

  
	
  19.2

  	
  Submission to jurisdiction

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Definitions and
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  Definitions Schedule

  	
   

  
	
  21.2

  	
  Incorporation

  	
   

  
	
  21.3

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  Signing page

  	
   

  



 


iv

















 


Kingfisher Trust 2004-1G Agency
Agreement


 


Details


 


Interpretation – definitions are at the end of the General terms


 


	
  Parties

  	
   

  	
  Trustee, Trust Manager, Note Trustee, Class A Note
  Registrar, Principal Paying Agent and Calculation Agent, London Paying Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  	
  Name

  	
   

  	
  Perpetual Trustee Company Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  42
  000 001 007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level
  7

  9 Castlereagh Street

  Sydney  NSW  2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (02)
  9229 9000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (02)
  9221 7870

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Securitisation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trust Manager

  	
   

  	
  Name

  	
   

  	
  ANZ Capel Court Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  30
  004 768 807

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level
  12

  530 Collins Street

  Melbourne  VIC  3000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  61
  3 9273 2223

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  61
  3 9273 3539

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Transaction Management and Execution

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Note Trustee,

  Class A Note

  Registrar,

  Principal

  Paying Agent

  and

  Calculation

  Agent

  	
   

  	
  Name

  	
   

  	
  The Bank of New York

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  	
  101
  Barclay Street

  21W

  New York, New York  10286

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  To
  be advised

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +1
  (212) 815 3522

  



 


1

















 


	
   

  	
   

  	
  Attention

  	
   

  	
  Global
  Structured Products Unit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  London

  Paying Agent

  	
   

  	
  Name

  	
   

  	
  The Bank of New York, London Branch

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  48th
  Floor

  One Canada Square

  London E14 5AL

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  To
  be advised.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  +44
  027 964 6061

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Global
  Structured Products Unit

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recitals

  	
   

  	
  A                                       The
  Trustee in its capacity as trustee of the Trust wishes to issue the Class A
  Notes.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B                                       The
  Trustee wishes to appoint each Agent in respect of the Class A Notes and each
  of them has accepted their appointments on the terms set out in this
  agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Governing law

  	
   

  	
  New
  South Wales

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of

  agreement

  	
   

  	
  See
  Signing page

  



 


2

















 


Kingfisher Trust 2004-1G Agency
Agreement


 


General terms


 


1                                          Appointment of Agents


 


1.1                                Appointment
of Agents


 


The Trustee:


 


(a)                                   at the
direction of the Trust Manager, appoints the Principal Paying Agent  at its Specified Office as its initial
principal paying agent;


 


(b)                                  at the
direction of the Trust Manager, appoints each Paying Agent at its Specified
Office or Specified Offices as its initial paying agents;


 


(c)                                   at the
direction of the Trust Manager, appoints the Class A Note Registrar at its
Specified Office as its initial Class A Note Registrar;


 


(d)                                  at the
direction of the 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 Class A Note Conditions and further
rights and powers which are reasonably incidental to those delegated rights and
powers or are agreed between the 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 A Book Entry Notes and Class A Definitive Notes;


 


(ii)                                   if
requested by the Note Trustee, arranging on behalf of the Trustee for notices
to be communicated to the Class A Note Holders; and


 


(iii)                                performing
all other obligations and duties imposed upon it by the Class A Note Conditions
and this agreement.


 


1.2                                Acceptance
of appointment


 


Each Agent accepts its appointment under clause
1.1 (“Appointment of Agents”).  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 Class A Note
Conditions.  The obligations of the
Agents are several and not joint.


 


1.3                                Representation
by each Agent


 


Each Agent represents and warrants that it is
duly qualified to assume its obligations under this agreement.


 


3

















 


1.4                                Additional
Agents


 


The 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
a Paying Agent, the Calculation Agent or the Class A Note Registrar, as the
case may be.  References to “Agent” shall,
where the context permits, include any additional or substitute agents
appointed pursuant to this clause 1.4 (“Additional
Agents”).


 


2                                          The Note
Trustee


 


2.1                                Agents
to act for Note Trustee


 


At any time after an Event of Default has
occurred, the Note Trustee may:


 


(a)                                   by notice
in writing to the 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 A 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 A Notes on the terms of the
Note Trust Deed) and thereafter to hold all Class A Notes and all moneys,
documents and records held by them in respect of Class A Notes to the order of
the Note Trustee; or


 


(ii)                                   to deliver
all Class A Notes and all moneys, documents and records held by it in respect
of the Class A 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 Trustee require it to make all subsequent payments in respect
of the Class A Notes to or to the order of the Note Trustee and not to the
Principal Paying Agent.


 


2.2                                Good
Discharge to Trustee


 


The payment by or on behalf of the Trustee of
its payment obligations on each Payment Date under the Supplemental Deed and
the Class A Note Conditions to the Note Trustee in accordance with clause 2.1
(“Agents to act for Note Trustee”)
is a good discharge to the Trustee and the 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 2.1 (“Agents to act for Note Trustee”).


 


4

















 


2.3                                Notice
of change of the Note Trustee


 


The 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.


 


3                                          Payments


 


3.1                                Payments
of amounts due


 


The 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 12.00pm (New York time) on each Payment Date, an amount sufficient
to pay the interest on the Invested Amount of the Class A Notes as set out in
the Class A Note Conditions and any principal amount due to be paid on such
Payment Date in respect of the Class A Notes under the Class A Note Conditions
and this agreement.


 


The Trustee shall, no later than 12.00pm (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 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.


 


3.2                                Payments
by Principal Paying Agent


 


Subject to payment being duly made as provided
in clause 3.1 (“Payments of amounts due”)
(or the Principal Paying Agent otherwise being satisfied that the payment will
be duly made on the due date), and subject to clause 5 (“Redemption”), the Principal Paying Agent
will:


 


(a)                                   subject to
paragraph (b), pay or cause to be paid to the Class A Note Holders on behalf of
the Trustee on each Payment Date the relevant amounts of principal and interest
due in respect of the Class A Notes in accordance with this agreement and the
Class A Note Conditions; and


 


(b)                                  pay or
cause to be paid to the Depository (or, if applicable, its nominee in whose
name the Class A Book Entry 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 A Notes in accordance with this agreement
and the Class A Note Conditions.


 


3.3                                Notification


 


The Principal Paying Agent will promptly notify
each of the other Agents, the Note Trustee and the Trustee if it has not, by
12.00pm (New York time) on the second Business Day prior to any Payment Date,
received the confirmation referred to in clause 3.1 (“Payments of amounts due”) above or has
not, by 12.00pm (New York time) on any Payment Date, received in full


 


5

















 


the amount so due.  In the absence of such notification by the Principal Paying Agent
as provided above, the London Paying Agent shall be entitled:


 


(a)                                   to pay the
interest on, and the principal of, the Class A Notes due on such Payment Date;
and


 


(b)                                  (if
applicable) to claim any amounts so paid by it from the Principal Paying Agent.


 


3.4                                Paying Agents to Record, Notify Payments and Deliver Surrendered Notes


 


Each Paying Agent must:


 


(a)                                   (Notify Class A Note Registrar) promptly
notify the Class A Note Registrar of each payment made by it, or at its
direction, to Class A Note Holders in respect of the Class A Notes;


 


(b)                                  (Records) keep a full and complete record of
each payment made by it, or at its direction, to Class A Note Holders and
provide copies of such records to the Trustee, the Trust Manager, the Note
Trustee or the Class A Note Registrar upon request; and


 


(c)                                   (Deliver) promptly deliver to the Class A
Note Registrar any Class A Notes surrendered to it pursuant to Condition 8.2 of
the Class A Note Conditions.


 


3.5                                Make
payments


 


Subject to the Principal Paying Agent being
satisfied in its discretion that payment will be duly made as provided in
clause 3.1 (“Payments of amount due”),
the Principal Paying Agent and the London Paying Agent shall pay or cause to be
paid all amounts due in respect of the Class A Notes on behalf of the Trustee
in the manner provided in the Class A Note Conditions.  If any payment provided for in clause 3.1 (“Payments of amount due”) 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 A Notes
following receipt by the Principal Paying Agent of such payment.


 


3.6                                Non-Payment


 


If the 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 Paying Agents are bound to make any payment in accordance with this clause
3 (“Payments”) (but may, in its
discretion, make any such payment).


 


3.7                                Full
amount not received


 


If the amounts received by the Principal Paying
Agent in respect of the Class A Notes pursuant to clause 3.1 (“Payments of amount due”) are insufficient
to satisfy all claims in respect of all payments then falling due in respect of
the Class A Notes, the Paying Agents are not obliged to pay any


 


6

















 


such claims until the Principal Paying Agent
has received the full amount of all such payments.


 


3.8                                Interest
on overdue amounts


 


Without prejudice to clauses 3.3 (“Notification”) and 3.7 (“Full amount not received”), if the Principal
Paying Agent pays any amounts to the Class A Note Holders or to the London
Paying Agent at the time when it has not received payment in full in respect of
the relevant Class A Notes in accordance with clause 3.1 (“Payments of amounts due”) (the excess of
the amounts so paid over the amounts so received being the “Shortfall”), the Trustee will, in addition
to paying amounts due under clause 3.1 (“Payments
of amounts due”), 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 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.


 


3.9                                Reimburse
other Agents


 


The Trustee authorises and directs the
Principal Paying Agent on demand to promptly reimburse the London Paying Agent
for payments in respect of Class A Notes properly made by the London Paying Agent
in accordance with this agreement and the Class A Note Conditions unless the
Principal Paying Agent has notified the London Paying Agent prior to the
opening of business in the location of the office of the London Paying Agent
through which payment in respect of the Class A Notes can be made on the due
date of a payment in respect of the Class A Notes, that the Principal Paying
Agent does not expect to receive the amount payable by the Trustee or
confirmation (as the case may be) under clause 3.1 (“Payment of amounts due”). 
The Trustee will not be responsible for the apportionment of any moneys
between the Principal Paying Agent and the London Paying Agent and a payment to
the Principal Paying Agent of any moneys due to the Paying Agents will operate
as good discharge to the Trustee in respect of such moneys.


 


3.10                         Late
payment


 


Without limiting clause 3.3 (“Notification”), if the Principal Paying
Agent has not received on or before the due date of any payment in respect of
the Class A Notes the full amount payable on such date but receives such full
amount later it will forthwith:


 


(a)                                   so notify
the Trustee, the London Paying Agent and the Note Trustee; and


 


(b)                                  upon
request by the Note Trustee give notice to the Class A Note Holders in
accordance with the Class A Note Conditions that it has received such full
amount.


 


3.11                         Partial
payments


 


If payment of only part of the amount payable
in respect of a Class A Note is made (except as a result of a withholding or
deduction as permitted by the Class A Note Conditions), the Paying Agent shall
record the amount paid and


 


7

















 


date of payment and such record shall, in the
absence of manifest error, be prima facie evidence 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.


 


3.12                         Deductions


 


The Principal Paying Agent is entitled to
withhold or deduct from all payments to Class A Note Holders any amounts which
the Trustee or the Principal Paying Agent is required to withhold or deduct by
any applicable law but the Trust Manager is responsible for making all
determinations regarding any such withholding or deduction and to notify the
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 Trustee.


 


If the 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
Class A Note Conditions, the Trust Manager must give notice thereof to the
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 Trustee such information as it requires to
enable it to comply with such requirements.


 


3.13                         Unpaid
money


 


If any Class A Note becomes void or claims in
respect of any principal or interest payable under any Class A Note become void
under the Class A Note Conditions, the Principal Paying Agent shall promptly
repay to the Trustee the amount received by the Principal Paying Agent (if any)
which would have been due on such Class A Note if it had been presented for
payment before it became void or such claim became prescribed.


 


3.14                         No Set-off


 


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 A Notes in respect of moneys payable by it
under this agreement.


 


3.15                         Currency
Swap


 


The payment by the Trustee of
its payment obligations under the Supplemental Deed on each Payment Date to the
Currency Swap Provider under the Currency Swap will be a good discharge of its
corresponding obligations under this clause 3 (“Payments”).


 


8

















 


4                                         Exchange of Class A Book Entry Notes


 


4.1                                Exchange
for Class A Definitive Notes


 


Each Class A Book Entry Note shall be
exchangeable in whole but not in part for Class A Definitive Notes in certain
limited circumstances set out in the Note Trust Deed.


 


4.2                                Notification


 


The Principal Paying Agent shall notify the
Trustee forthwith upon receipt of a notice requiring exchange for Class A
Definitive Notes in accordance with the provisions of a Class A Book Entry Note
and the aggregate Invested Amount of such Class A Book Entry Note to be
exchanged in connection with such request.


 


4.3                                Outstanding
amount


 


The Principal Paying Agent
shall, upon request by the Trustee or the Note Trustee, promptly inform the
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 A
Notes then outstanding at the time of such request.


 


5                                         Redemption


 


5.1                                Part Redemption of Notes on Payment Dates


 


(a)                                   (Trust Manager to make determinations etc)  No later than 2 Business Days prior to each
Payment Date, the Trust Manager will make the determinations referred to in
Condition 7.9 of the Class A Note Conditions in relation to that Payment Date
and will notify the Trustee, the Note Trustee, the Principal Paying Agent, the
Calculation Agent, the Class A Note Registrar and the London Stock Exchange of
such determinations.  If the Trust
Manager does not at any time for any reason make the determinations referred to
in Condition 7.9 of the Class A Note Conditions 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 7.9 of the Class A Note Conditions (but based on
the information in its possession) and each such determination will be deemed
to have been made by the Trust Manager.


 


(b)                                  (Notify Depository) If any Class A Book
Entry Notes are outstanding, on receipt of a notification under Condition 7.3
of the Class A Note Conditions, the Principal Paying Agent must notify the
Depository of any proposed redemption in accordance with the Depository’s
applicable procedures, specifying the principal amount of each Class A Book
Entry Note to be redeemed and the date on which the redemption is to occur and
must provide a copy to the Depository of the notification received under
Condition 7.3 of the Class A Note Conditions.


 


9

















 


5.2                                Early
Redemption


 


(a)                                   (Notice to Paying Agent etc): If the Trustee
intends to redeem all (but not some only) of the Class A Notes prior to the
Final Maturity Date pursuant to Condition 7.3 of the Class A Note Conditions,
the Trust Manager will direct the Trustee to give the requisite notice to the
Seller, the Note Trustee, the Principal Paying Agent, the Class A Note
Registrar, the Calculation Agent and the Class A Note Holders in accordance
with Condition 7.3 (as the case may be) of the Class A Note Conditions and
stating the date on which such Class A Notes are to be redeemed.


 


(b)                                  (Notice to Depository): The Principal Paying
Agent will, on receipt of a notice under clause 5.2(a) (“Redemption”), and if any Class A Book
Entry 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 A Book Entry Note to be
redeemed, the amount of principal to be repaid in relation to each Class A Book
Entry Note and the date on which the Class A Book Entry Notes are to be
redeemed.


 


6                                          General note
registrar and paying agent matters


 


6.1                                Notices
to Class A Note Holders


 


(a)                                   (Notices to be given by Class A Note Registrar):
At the request of the Trustee, the Note Trustee, the Trust Manager, the
Security Trustee or any other Agent, and at the expense of the Trustee, the
Class A Note Registrar will arrange for the delivery of all notices to Class A
Note Holders in accordance with the Class A Note Conditions.


 


(b)                                  (Copy to Note Trustee): The Class A Note
Registrar will promptly send to the Note Trustee one copy of the form of every
notice given to Class A Note Holders in accordance with the Class A Note
Conditions (unless such notice is given at the request of the Note Trustee).


 


The Class A Note Registrar will not be
responsible for, or liable to any person in respect of, the contents of any
notices or reports delivered by it at the request of the Trustee, the Note
Trustee, the Trust Manager, the Security Trustee or any other Agent pursuant to
this clause 6.1 (“Notices of Class A Note
Holders”).


 


6.2                                Copies
of Documents for inspection


 


The Trust Manager will provide to the Class A
Note Registrar sufficient copies of all documents required by the Class A Note
Conditions or the Note Trust Deed to be available to Class A Note Holders for
issue or inspection.


 


6.3                                Notice
of any Withholding or Deduction


 


If the Trustee or any Paying Agent is, in
respect of any payment in respect of the Class A Notes, compelled to withhold
or deduct any amount for or on


 


10

















 


account of any taxes, duties or charges as
contemplated by Condition 8.4 of the Class A Note Conditions the Trustee must
give notice to the Principal Paying Agent, the Note Trustee and the Class A
Note Holders in accordance with Condition 11 of the Class A Note Conditions
immediately after becoming aware of the requirement to make the withholding or
deduction and must give to the Principal Paying Agent and the Note Trustee such
information as they require to enable each of them to comply with the
requirement.


 


7                                          Copies of documents
available for inspection


 


The 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 Class A Note Conditions or the rules of the Financial
Services Authority as the competent authority under the Financial Services and
Markets Act 2000 (“FSMA”).


 


8                                          Documents and forms


 


8.1                                Principal
Paying Agent


 


The Trustee shall provide to the Principal
Paying Agent in a sufficient quantity, for distribution between the Paying
Agents as required by this agreement or the Class A Note Conditions:


 


(a)                                   in the
event that Class A Definitive Notes are to be issued:


 


(i)                                      such Class
A Definitive Notes, duly executed on behalf of the Trustee; and


 


(ii)                                   specimens
of such Class A Notes for the purpose of issuing replacements,


 


at least 14 days prior to the Exchange Date for
the relative Class A Book Entry Note (and the Note Trustee shall authenticate
or procure the authentication of such Class A Definitive Notes immediately
before their issue); and


 


(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.


 


8.2                                Documents


 


The Trust Manager shall provide to the
Principal Paying Agent in a sufficient quantity, for distribution between the
Paying Agents as required by this agreement or the Class A Note Conditions, 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
Class A Note Holders that are so entitled).


 


11

















 


8.3                                Notes,
etc held by Paying Agents


 


Each Paying Agent:


 


(a)                                   acknowledges
that all forms of Class A 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 Trustee, the Note
Trustee and the other Paying Agent at all reasonable times.


 


9                                          Receipt of notices
and voting


 


9.1                                Copy
notices to Trustee


 


Promptly after the receipt by the Principal
Paying Agent of a demand or notice from any Class A Note Holder in accordance
with the Class A Note Conditions the Principal Paying Agent shall forward a copy
thereof to the Trustee and the Note Trustee.


 


9.2                                Voting


 


Each Paying Agent shall, at the request of any
Class A Note Holder, issue Voting Certificates or Block Voting Instructions (or
both) 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 Class A Note Holders) and shall forthwith
give to the Trustee and the Note Trustee, 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 Trustee at its registered office (or such other
place as the 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 Trustee for distribution to the London Paying Agent.


 


12

















 


10                                   Duties of
Calculation Agent


 


10.1                         Appointment


 


The Calculation Agent shall make all such
determinations and calculations (howsoever described) as it is required to do
under the Class A Note Conditions, all subject to and in accordance with the
Class A Note Conditions.


 


10.2                         Quotations


 


The Calculation Agent shall not be responsible
to the 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.


 


10.3                         Notice


 


The Calculation Agent shall, as soon as
practicable after their determination or calculation (or on such earlier date
as the London Stock Exchange or the Financial Services Authority may require,
for so long as the Class A Notes are listed on the Official List of the
Financial Services Authority and admitted to trading by the London Stock
Exchange) notify the Trustee, the Trust Manager, the Currency Swap Providers,
the Note Trustee, the Paying Agents and the London Stock Exchange (for so long
as the Class A Notes are listed on the Official List of the Financial Services
Authority and admitted to trading by the London 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 Class A Note Conditions and of any subsequent amendment thereto
pursuant to the Class A Note Conditions. 
The Calculation Agent will publish the same in accordance with the Class
A Note Conditions.


 


10.4                         Calculations


 


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 Class A Note Conditions to be published as required
in accordance with the Class A Note Conditions as soon as possible after their
determination or calculation.


 


10.5                         Failure to
calculate


 


(a)                                   If the
Calculation Agent at any time for any reason does not determine,  calculate or publish (or one or more of
them) the Interest Rate, Interest Amount, Principal Amount or Payment Date (or
one or more of them) 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


 


13

















 


able to do so and in all other respects it will do so in such a manner
as it considers to be fair and reasonable in all the circumstances.


 


(b)                                  If the
Trust Manager does not at any time for any reason make any of the
determinations referred to in Conditions 7.9(a) or (b) of the Class A Note
Conditions, 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
Trust Manager.


 


11                                   Duties of the Class
A Note Registrar


 


11.1                         Class
A Note Register to be kept


 


The Class A Note Registrar must keep a
register, at one of its Specified Offices, in which, subject to such reasonable
regulations as the Class A Note Registrar may prescribe, the Class A Note
Registrar must keep a full and complete record of:


 


(a)                                   (Class A Note Holder Details): the name,
address and, where applicable, taxation, social security or other identifying
number of each Class A Note Holder, the details of the account to which any
payments due to the Class A Note Holder are to be made in each case as notified
by that Class A Note Holder from time to time;


 


(b)                                  (Exchange etc. of Class A 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 A Notes;


 


(d)                                  (Principal): the Invested Amount and the
Stated Amount of each Class A Note from time to time; and


 


(e)                                   (Other Information): such other information
as the Trust Manager reasonably requires or the Class A Note Registrar
considers appropriate or desirable.


 


11.2                         Transfer
or Exchange of Class A Notes


 


Class A Notes held by a Class A Note Holder may
be transferred or may be exchanged for other Class A 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 Class A Note
Holder upon:


 


(a)                                   (Surrender and Instrument of Transfer or Exchange):
the surrender of the Class A Notes to be transferred or exchanged duly endorsed
with, or accompanied by, a written instrument of transfer or exchange in the
form, in the case of a transfer, annexed to the Class A Notes or otherwise in a
form satisfactory to the Class A Note Registrar duly executed by the Class A
Note Holder, or its attorney duly authorised in writing, with such signature
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Class A Note Registrar which requirements include membership of, or


 


14

















 


participation in, STAMP or such other “signature guarantee program” as
may be determined by the Class A Note Registrar 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 Class A Note Registrar may reasonably require,


 


to the Class A Note Registrar at the Specified
Office of the Class A Note Registrar.


 


11.3                         Replacement of Lost or Mutilated Class A Notes


 


If any Class A 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 A Notes in
any authorised denominations, and a like Invested Amount, upon surrender to the
Class A Note Registrar of the Class A Notes to be replaced (where the Class A
Notes have been mutilated or defaced) at the Specified Office of the Class A
Note Registrar, the provision of such evidence and indemnities as the Class A
Note Registrar or the Trustee may reasonably require and payments of the Class
A Note Registrar’s and the Trustee’s expenses incurred, and any tax or
governmental charge that may be imposed, in connection with such replacement.


 


11.4                         Obligations upon Transfer, Exchange or Replacement of Class A Notes


 


Subject to this agreement, upon compliance by
the relevant Class A Note Holder with the provisions of clauses 11.2 (“Transfer or Exchange of Class A Notes”) or
11.3 (“Replacement of Lost or Mutilated
Class A Notes”), as applicable, in relation to the transfer,
exchange or replacement of any Class A Notes:


 


(a)                                   (Advise Trustee): the Class A Note Registrar
must within 3 Business Days so advise the Trustee and the Note Trustee (if it
is not the Class A Note Registrar) in writing and provide details of the new
Class A Notes to be issued in place of those Class A Notes;


 


(b)                                  (Execution and Authentication): the Trustee
must, within 3 Business Days of such advice, execute and deliver to the Note
Trustee for authentication in the name of the relevant Class A Note Holder or
the designated transferee or transferees, as the case may be, one or more new
Class A Notes in any authorised denominations, and a like Invested Amount as
those Class A Notes (in each case as specified by the Class A Note Registrar)
and the Note Trustee must within 3 Business Days of receipt of such executed
Class A Notes authenticate them and (if it is not the Class A Note Registrar)
deliver those Class A Notes to the Class A Note Registrar; and


 


(c)                                   (Delivery
to Class A Note Holder): the Class A Note Registrar must, within 3
Business Days of receipt of such new Class A Notes (or authentication of such
Class A Notes if the Class A Note Registrar is the Note Trustee), forward to
the relevant Class A Note Holder (being


15

















 


the transferee in the case of a transfer of a Class A Note) such new
Class A Notes.


 


11.5                         No
Charge for Transfer or Exchange


 


No service charge may be made to a Class A Note
Holder for any transfer or exchange of Class A Notes, but the Class A Note
Registrar may require payment by the Class A Note Holder 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 A Notes.


 


11.6                         Restricted
Period


 


Notwithstanding the preceding provisions of
this clause 11 (“Duties of the Class A Note
Registrar”), the Class A Note Registrar need not register transfers
or exchanges of Class A Notes, and the Trustee is not required to execute nor
the Note Trustee to authenticate any Class A Notes, for a period of 30 days
preceding the due date for any payment with respect to the Class A Notes or for
such period, not exceeding 30 days, as is specified by the Note Trustee prior
to any meeting of the Class A Note Holders, which includes Class A Note
Holders, under the Master Trust Deed or prior to any meeting of Voting Secured
Creditors, which includes Class A Note Holders, under the Global Master
Security Trust Deed.


 


11.7                         Cancellation
of Class A Notes


 


The Class A Note Registrar must cancel or
destroy all Class A Notes that have been surrendered to it for transfer,
exchange or replacement (including any Class A Book Entry Notes surrendered
pursuant to the Note Trust Deed) or surrendered to a Paying Agent for
redemption and delivered to the Class A Note Registrar and must, upon request,
provide a certificate to the Trustee, the Note Trustee or the Trust Manager
with the details of all such Class A Notes so cancelled or destroyed.  Each Paying Agent must cancel and deliver
any Class A Notes surrendered to it for cancellation or destruction to the
Class A Note Registrar under this clause.


 


11.8                         Provision of Information and Inspection of Register


 


The Class A Note Registrar must:


 


(a)                                   (Information): provide to the Trustee, the
Trust Manager, the Note Trustee and each other Agent such information as is
contained in the Class A Note Register and is required by them in order to
perform any obligation pursuant to a Transaction Document;


 


(b)                                  (Inspection): make the Class A Note
Register:


 


(i)                                      available
for inspection or copying by the Trustee, the Trust Manager, the Note Trustee
and each other Agent or their agents or delegates; and


 


(ii)                                   available
for inspection by each Class A Note Holder but only in respect of information
relating to that Class A Note Holder,


 


at the Class A Note Registrar’s Specified
Office during local business hours.


 


16

















 


11.9                         Correctness of Register and Information


 


The Trustee, the Note Trustee, the Trust
Manager and each Agent (other than the Class A Note Registrar) may accept the
correctness of the Class A Note Register and any information provided to it by
the Class A Note Registrar and is not required to enquire into its
authenticity.  None of the Trustee, the
Note Trustee, the Trust Manager or any Agent (including the Class A Note
Registrar) is liable for any mistake in the Class A Note Register or in any
purported copy except to the extent that the mistake is attributable to its
fraud, gross negligence or wilful default.


 


11.10                  Non-recognition of Equitable Interests


 


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 Class A Note Register and
except as otherwise provided in any Transaction Document, or required by
statute or ordered by a court of competent jurisdiction, none of the Class A
Note Registrar, the Note Trustee, the Trustee, the 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 A Notes other than the registered
Class A Note Holder’s absolute right to the entirety of them and the receipt of
a registered Class A Note Holder is a good discharge to the Trustee, the Trust
Manager, the Note Trustee and each Agent.


 


11.11                  Rectification
of Class A Note Register


 


If:


 


(a)                                   (Entry Omitted): an entry is omitted from
the Class A Note Register;


 


(b)                                  (Entry made otherwise than in accordance with this
agreement): an entry is made in the Class A Note Register otherwise
than in accordance with this agreement;


 


(c)                                   (Wrong entry exists): an entry wrongly
exists in the Class A Note Registrar;


 


(d)                                  (Error or defect exists in Register): there
is an error or defect in any entry in the Class A Note Register; 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 A Notes,


 


then the Class A Note Registrar may rectify the
same.


 


12                                   Relationship


 


12.1                         No other
obligation


 


Each of the Agents hereby undertakes to the
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 Class A Note Conditions specifically set forth, and no
implied duties or obligations shall be


 


17

















 


read into this agreement, the Note Trust Deed
or the Class A 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.


 


12.2                         Instructions


 


Subject to the other terms of this agreement
and the Class A Note Conditions, each Agent must act in accordance with the
instructions (if any) of the Trustee and the Trust Manager in exercising its
rights, powers and discretions under this agreement.


 


12.3                         No
instructions


 


Subject to the terms of this agreement, where
instructions of the Trustee are expressly required for the Agent to take action
under this agreement, in the absence of instructions from the 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 Trustee before exercising a
right, power or discretion under this agreement.


 


12.4                         Agent of
the Trustee


 


In acting hereunder and in connection with the
Class A Notes (and subject to clause 3.1 (“Payments
of amounts due”)), the Agents shall act solely as agents of the
Trustee and will not thereby assume any obligations towards or relationship of
agency or trust for any holders of Class A Notes except that any funds received
by the Principal Paying Agent for the payment of any amounts in respect of the
Class A 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 3.10 (“Late Payment”).


 


12.5                         Trustee
not responsible for Agents


 


Notwithstanding any other provision contained
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 any Agent.


 


12.6                         Reliance


 


Each Agent is protected and will incur no
liability for or in respect of any action taken, omitted or suffered by it in
reliance upon any instruction, request or order from the Trustee or the Trust
Manager or in reliance upon any Class A 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.


 


12.7                         Agent may
employ


 


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 Trustee, and it shall be protected and shall incur no


 


18

















 


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.


 


12.8                         Applicable
laws


 


The Trust Manager must ensure, and no Agent has
any responsibility for ensuring, that the issue of, and observance of
obligations under, a Class A Note complies with all applicable laws and
regulations and that all authorisations necessary for the issue of, and
observance of obligations under, a Class A Note are obtained and maintained in
full force and effect.


 


12.9                         Accept
deposits etc


 


Without any liability to account to a Class A
Note Holder 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 Trustee as if it were not an Agent
and may accept fees and other consideration from the Trustee for services in
connection with this agreement or any other arrangement without having to
account for them to a Class A Note Holder or another person.


 


12.10                  Dealing
with money


 


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.


 


12.11                  Income Tax
Returns


 


The Principal Paying Agent will deliver to each
Class A Note Holder such information as may be reasonably required to enable
such Class A Note Holder to prepare its federal and state income tax returns.


 


12.12                  Holders of
Notes


 


Except as ordered by a court of competent
jurisdiction or as required by law, each Paying Agent is entitled to treat the
person:


 


(a)                                   (Class A Book Entry Notes) who is, while a
Class A Book Entry Note remains outstanding, the registered owner of that Class
A Book Entry Note as recorded in the Class A Note Register 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 A Book Entry Note
will be entitled to receive from the registered owner of that Class A Book Entry
Note any payment so made only in accordance with the respective rules and
procedures of the Depository;


 


19

















 


(b)                                  (Class A Definitive Notes) who is the
registered owner of any Class A Definitive Note as recorded in the Class A Note
Register as the absolute owner or owners of that Class A Definitive Note
(whether or not that Class A Definitive Note is overdue and despite any notice
of ownership or writing on it or any notice of previous loss or theft or of any
trust or other interest in it); and


 


(c)                                   (Note Trustee) who, when a Class A Book
Entry Note in respect of any Note is no longer outstanding but Class A
Definitive 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 Class A Note Holders,


 


in all cases and for all purposes, despite any
notice to the contrary, and will not be liable for so doing.


 


12.13                  Note
or document believed to be genuine


 


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.


 


12.14                  Agents
as holders of Notes


 


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 A
Note or any shares or securities of the 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 Trustee, or from
acting on, or as depositary, trustee or agent for, any committee or body of
holders of any securities of the Trustee, and will not be liable to account for
any profit.


 


12.15                  Communication
between the Parties


 


A copy of all communications relating to the
subject matter of this agreement between the Trustee or the Note Trustee and
the Class A Note Holders and the London Paying Agent shall be sent to the
Principal Paying Agent by the London Paying Agent.


 


12.16                  Termination


 


An Agent may resign its appointment under this
agreement and the Trust Manager may, with the prior written approval of the
Note Trustee and the 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 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


 


20

















 


the Trustee (at the direction of the Trust Manager) on terms approved in
writing by the Note Trustee and the 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 Class A Note
Conditions; and


 


(c)                                   there must
at all times be a Paying Agent in London.


 


If the 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 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 forthwith enter into an agreement on substantially the same
terms as this agreement and each Designated Rating Agency must be notified of
any appointment by the 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 A
Definitive Notes) held by it.


 


12.17                  Publication


 


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 Trust Manager shall
publish or cause to be published notice thereof to the holders of the Class A
Notes in accordance with the Class A Note Conditions.  On the date on which any such termination or resignation takes
effect, the relevant Agent shall deliver to the Trustee, or as the Trustee may
direct, all records maintained by it, and any Class A Notes in its possession,
pursuant hereto and shall resign, it shall in addition pay to or to the order
of the Trustee any amount held by it, and received from the Trustee for payment
in respect of the Class A Notes.  Upon
its resignation or termination of appointment taking effect, the relevant
Paying Agent shall be entitled to the payment by the Trustee of its commissions,
fees and expenses then unpaid and shall continue to be entitled to the benefit
of clause 13.2 (“Indemnity by Trustee”)
in respect of the period of its appointment.


 


12.18                  Termination
of appointment


 


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


 


21

















 


(c)                                   it fails
to remedy within 5 Business Days after prior written notice by the Trustee or
the Trust Manager any material breach of this agreement on the part of the
Agent.


 


The Trustee acting on the direction of the
Trust Manager may appoint a successor Agent which shall be a reputable
financial institution of good standing approved by the Note Trustee.


 


12.19                  New Agents


 


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.


 


12.20                  Merger


 


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 Trustee, the Trust Manager, Note Trustee and the other
Agents.


 


12.21                  Notice
to Class A Note Holder


 


The Trust Manager on behalf of the Trustee
will, within 5 days of:


 


(a)                                   (Termination): the termination of the
appointment of any Agent;


 


(b)                                  (Resignation): the resignation of any Agent;
or


 


(c)                                   (Appointment): the appointment of a new
Agent,


 


give to the Class A Note Holders notice of the termination,
appointment or resignation in accordance with Condition 11 of the Class A Note
Conditions (in the case of a termination under clause 12.18 (“Termination of appointment”) at the cost
of the outgoing Agent).  Notwithstanding
clause 12.18 (“Termination of appointment”),
neither the termination of the appointment of an Agent, nor the resignation of
an Agent, will take effect until notice thereof is given to the Class A Note
Holders in accordance with this clause 12.21 (“Notice
to Class A Note Holder”).


 


12.22                  Change
of specified office


 


If any Agent changes its Specified Office, it
shall give to the Trustee, the 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 Trustee
and the Trust Manager.  The Trust Manager
shall within 15 days of receipt of any such notice (unless the


 


22

















 


appointment of the relevant 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 Class A
Note Holders in accordance with the Class A Note Conditions.


 


12.23                  Damages


 


Anything in this agreement to the contrary
notwithstanding, in no event shall the Agent be liable under or in connection
with this agreement for indirect, special, incidental, punitive or
consequential losses or damages of any kind whatsoever, including but not
limited to lost profits, whether or not foreseeable, even if the Agent has been
advised to the possibility thereof and regardless of the form of action in
which such damages are sought.


 


13                                   Stamp duties and
indemnities


 


13.1                         Stamp
duties


 


The 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, New South Wales, the United States
and the United Kingdom by the Paying Agents or the Note Trustee in connection
with the execution, delivery, performance and enforcement of this agreement.


 


13.2                         Indemnity
by Trustee


 


Subject to clause 15 (“Trustee’s limitation of liability”), the
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 that Agent of this
agreement or its own negligence, bad faith or breach of duty or that of its
officers, employees or agents.


 


13.3                         Indemnity
by Agents


 


Each Agent severally shall indemnify the
Trustee and the 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,
but in no event punitive, indirect or special damages or loss of profits) that
the Trustee or the Trust Manager may incur or that may be made against it as a
result of such Agent’s fraud, gross negligence or wilful default or that of its
officers, employees or agents.


 


14                                   Commissions and
Expenses


 


14.1                         Principal
Paying Agent


 


In consideration of the Principal Paying Agent
and the other Agents performing their functions and duties under this agreement
and the other


 


23

















 


Transaction Documents, the Note Trustee shall,
out of the fee payable to it in accordance with clause 9.1 (“Normal Remuneration”) of the Note Trust
Deed, pay a fee to each Agent, in an amount and calculated in such manner as
may be agreed between the Note Trustee and the relevant Agent from time to
time.  If an initially appointed Agent
resigns under this agreement (but not if it is removed or its appointment is
terminated in accordance with clause 12.18 (“Termination
of appointment”)), the Note Trustee must refund to the Trustee their
portion of the fee (as determined in accordance with the first sentence of
clause 14.5 (“Fees”)) which
relates to the period which the relevant Agent’s resignation is effective.


 


14.2                         Out of
Pocket Expenses


 


The Note Trustee shall also, on each Payment
Date, receive an amount representing indemnification for any reasonable
out-of-pocket expenses (if any) incurred by each Agent in connection with this
agreement and each Agent’s supply of services.


 


14.3                         Limited
rights


 


Amounts paid to the Note Trustee under this
clause 14 (“Commissions and Expenses”)
will be paid in accordance with and are limited to the order of payment set out
in clauses 14.8 (“Required Payments
(Interest Waterfall)”) and 14.18 (“Application
of proceeds following an Event of Default”) of the Supplemental
Deed.


 


14.4                         Other
Agents


 


The Note Trustee will make payment of the fees
and commissions due hereunder to each Agent and will reimburse their expenses
promptly after the receipt of the relevant moneys.  Neither the Trustee, nor the Trust Manager shall be responsible
for any such payment or reimbursement by the Note Trustee to each Agent.


 


14.5                         Fees


 


If an initially appointed Agent resigns or its
appointment is terminated under this agreement, the fee payable to the Note
Trustee under clause 9.1 of the Note Trust Deed will be reduced by an amount
which fairly represents the fee that would be otherwise separately payable to
that Agent. Upon agreeing to the amount of such reduction the Note Trustee
shall no longer be liable under clause 14.1 (“Principal
Paying Agent”) and 14.2 (“Out of
Pocket Expenses”) to pay the fee payable to such initially appointed
Agent who has resigned or whose appointment has been terminated.


 


15                                   Trustee’s
limitation of liability


 


15.1                         Limitation
on Trustee’s liability


 


The Trustee enters into this agreement only in
its capacity as trustee of the Trust and in no other capacity.  A liability incurred by the Trustee acting
in its capacity as Trustee of the Trust arising under or in connection with
this agreement or the Trust is limited to and can be enforced against the
Trustee only to the extent to which it can be satisfied out of Assets of the
Trust out of


 


24

















 


which the Trustee is actually indemnified for
the liability.  This limitation of the
Trustee’s liability applies despite any other provision of agreement (other
than clause 15.3 (“Breach of Trust”))
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.


 


15.2                         Claims
against Trustee


 


The parties other than the Trustee may not sue
the Trustee in any capacity other than trustee of the Trust, including seeking
the appointment of a receiver (except in relation to the Assets of the Trust),
or a liquidator, an administrator or any similar person to the Trustee or prove
in any liquidation, administration or arrangements of or affecting the Trustee
(except in relation to the Assets of the Trust)


 


15.3                         Breach of
Trust


 


The provisions of this clause 15 (“Trustee’s limitation of liability”)
limiting the Trustee’s liability will not apply to any obligation or liability
of the Trustee to the extent that it is not satisfied because under this
agreement or any other Transaction Document in relation to the Trust or by
operation of law there is a reduction in the extent of the Trustee’s
indemnification out of the Assets of the Trust, as a result of the Trustee’s
fraud, gross negligence or wilful default.


 


15.4                         Acts or
omissions


 


It is acknowledged that the Relevant Parties
are responsible under this agreement and the other Transaction Documents in
relation to the Trust 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 or breach of
representation or warranty under this agreement) will be considered fraud,
gross negligence or wilful default for the purpose of clause 15.3 (“Breach of Trust”) if and to the extent the
act or omission was caused or contributed to by any failure by any Relevant
Party or any other person appointed by the Trustee under any Transaction
Document (other than a person whose acts or omissions the Trustee is liable for
in accordance with any Transaction Document) to fulfil its obligations relating
to the Trust or by any other act or omission of any Relevant Party or any other
such person regardless of whether or not the act or omission is purported to be
done on behalf of the Trustee.


 


15.5                         No
authority


 


No attorney, agent, receiver or receiver and
manager appointed in accordance with this agreement or any other Transaction
Document has authority to act on behalf of the Trustee in a way that exposes
the Trustee to any personal liability, and no act or omission of any such person
will be considered fraud, gross negligence or wilful default of the Trustee for
the purpose of clause 15.3 (“Breach of Trust”).


 


25

















 


15.6                         No
obligation


 


The Trustee is not obliged to do anything or refrain
from doing anything under or in connection with this agreement (including incur
a liability) unless the Trustee’s liability is limited in the same manner as
set out in this clause.


 


16                                   Notices


 


16.1                         Form


 


Unless expressly stated otherwise in the Transaction
Document, all notices, certificates, consents, approvals, waivers and other
communications in connection with that Transaction Document must be in writing,
signed by an Authorised Officer of the sender and marked for attention as set
out or referred to in the Details or, if the recipient has notified otherwise,
marked for attention in the way last notified.


 


16.2                         Delivery


 


They must be:


 


(a)                                   left at
the address set out or referred to in the Details; or


 


(b)                                  sent by
prepaid post (airmail, if appropriate) to the address set out or referred to in
the Details; or


 


(c)                                   sent by
fax to the fax number set out or referred to in the Details.


 


However, if the intended recipient has notified
a changed postal address or changed fax number, then the communication must be
to that address or number (or, in the case of registered Class A Note Holders,
to the address specified in the Class A Note Register  and, in the case of joint holders, to the person whose name first
appears in the Class A Note Register).


 


16.3                         When
effective


 


They take effect from the time they are
received unless a later time is specified in them.


 


16.4                         Deemed
receipt - postal


 


If sent by post, they are taken to be received
three days after posting (or seven days after posting if sent to or from a
place outside Australia).


 


16.5                         Deemed
receipt - fax


 


If sent by fax, they are taken to be received
at the time shown in the transmission report as the time that the whole fax was
sent.


 


16.6                         Deemed
receipt - general


 


Despite clauses 16.4 (“Deemed receipt - postal”) and 16.5 (“Deemed receipt - fax”), if they are
received after 5pm in the place of receipt or on a non-Business Day, they are
taken to be received at 9am on the next Business Day.


 


26

















 


16.7                         Notes


 


Where a notice or other communication is to be
provided under this agreement to a Class A Note Holder, the notice may be given
in accordance with the relevant Note Trust Deed.


 


17                                   Miscellaneous


 


17.1                         Certificate


 


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.


 


17.2                         Exercise
of rights


 


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, gross
negligence or wilful default.


 


17.3                         Waiver and
variation


 


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.


 


17.4                         Supervening
legislation


 


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.


 


17.5                         Approvals
and consent


 


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.


 


17.6                         Remedies
cumulative


 


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.


 


27

















 


17.7                         Indemnities


 


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.


 


17.8                         Time of
the essence


 


Time is of the essence in this agreement in
respect of an obligation of any of the parties to this agreement to pay money.


 


17.9                         Receipts


 


The receipt of a Receiver, or an Authorised
Officer 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.


 


17.10                  Acknowledgment


 


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.


 


17.11                  Binding
obligations


 


The parties acknowledge that they are bound by
the terms of this agreement.


 


17.12                  Disclosure
of information


 


Subject to this agreement, the parties to this
agreement are 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.


 


17.13                  Rights
cumulative


 


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.


 


17.14                  Signatures


 


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


 


28

















 


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.


 


17.15                  Limitation
of Note Trustee’s Liability


 


The Note Trustee is a party to this agreement
in its capacity as trustee of the Note Trust. 
The liability of the Note Trustee under this agreement is limited in the
manner and to the same extent as under the Note Trust Deed.


 


18                                   Amendment


 


This agreement may be amended by the Trustee,
the Note Trustee and the Agents without the consent of any holder of Notes 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 Class A Note Holders.


 


Any amendment must be notified to each
Designated Rating Agency.


 


19                                   Governing law and
submission to jurisdiction


 


19.1                         Governing
law


 


Each Transaction Document is governed by the law
in force in the place specified in the Details and the parties submit to the
non-exclusive jurisdiction of the courts of that place.


 


19.2                         Submission
to jurisdiction


 


Without preventing any other method of service,
any document in a court action may be served on a party by being delivered to
or left at that party’s address for service of notices under clause 16 (“Notices”).


 


20                                   Counterparts


 


This deed may consist of a number of copies,
each signed by one or more parties to the deed.  If so, the signed copies are treated as comprising one document.


 


21                                   Definitions and
Interpretation


 


21.1                         Definitions


 


The following words have these meanings in this
agreement unless the contrary intention appears.


 


29

















 


Agent means a
several reference to each Paying Agent, the Class A Note Registrar and the
Calculation Agent.


 


Calculation Agent means The
Bank of New York, or if The Bank of New York 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.


 


Class A Note Registrar means The
Bank of New York, or if The Bank of New York resigns or its appointment is
terminated as Class A Note registrar, the person from time to time appointed in
its place to perform the functions of the Class A Note registrar under this
agreement.


 


Definitions Schedule means the
deed entitled “Kingfisher Master  Trusts
Master Definitions Schedule” dated 1 August 2000 between the Trust
Manager, the Trustee and P.T. Limited as amended by the deed entitled
“Kingfisher Master Trusts Amending Deed” dated 16 May 2001.


 


Details means the
section of this agreement entitled “Details”.


 


Paying Agent means the
London Paying Agent, or, if the London Paying Agent resigns or its appointment
is terminated as paying agent, the person from time to time appointed in its
place to perform the functions of a paying agent under this agreement and,
except where the context otherwise requires, includes the Principal Paying
Agent.


 


Principal Paying Agent means The
Bank of New York, or, if The Bank of New York resigns or its appointment is
terminated as principal paying agent, the person from time to time appointed in
its place to perform the functions of the principal paying agent under this
agreement.


 


Supplemental Deed means the
deed entitled “Kingfisher Trust 2004-1G Supplemental Deed” dated on or about
the date of this agreement between the Trust Manager, the Trustee and others.


 


Trust means the
Kingfisher Trust 2004-1G.


 


21.2                         Incorporation


 


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 with references to “this deed”
being construed as references to “this agreement”.  In the event of any inconsistency between a definition in this
agreement and a definition in the Definitions 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.


 


30

















 


21.3                         Interpretation


 


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”.


 


EXECUTED as an agreement


 


31

















 


Kingfisher Trust 2004-1G Agency
Agreement


 


Signing
page


 


	
  DATED:

  	
   

  	
   

  



 


Trustee


 


	
  SIGNED by

  	
  )

  	
   

  
	
  as attorney
  for PERPETUAL TRUSTEE

  	
  )

  	
   

  
	
  COMPANY LIMITED 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

  
	
  Occupation
  of witness

  	
  )

  	
  power of
  attorney

  



 


 


Trust Manager


 


	
  SIGNED by

  	
  )

  	
   

  
	
  on behalf of
  ANZ CAPEL COURT

  	
  )

  	
   

  
	
  LIMITED

  	
  )

  	
   

  
	
  in the
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  By
  executing this agreement the

  
	
  Address of
  witness

  	
  )

  	
  signatory
  states that the signatory has 

  
	
   

  	
  )

  	
  received
  no notice of revocation of

  
	
   

  	
  )

  	
  the
  authority under which this

  
	
  Occupation
  of witness

  	
  )

  	
  agreement
  is executed

  



 


32

















 


Note Trustee, Class A Note Registrar, Principal Paying Agent
and Calculation Agent


 


	
  SIGNED by

  	
  )

  	
   

  
	
  as
  authorised signatory for THE BANK OF

  	
  )

  	
   

  
	
  NEW YORK in the presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  By
  executing this agreement the

  
	
  Address of
  witness

  	
  )

  	
  signatory
  states that the signatory has 

  
	
   

  	
  )

  	
  received
  no notice of revocation of

  
	
   

  	
  )

  	
  the
  authority under which this

  
	
  Occupation
  of witness

  	
  )

  	
  agreement
  is signed

  
	
   

  	
  )

  	
   

  



 


 


London Paying Agent


 


	
  SIGNED by

  	
  )

  	
   

  
	
  as
  authorised signatory for THE BANK OF

  	
  )

  	
   

  
	
  NEW YORK, LONDON BRANCH in the

  	
  )

  	
   

  
	
  presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
  By
  executing this agreement the

  
	
   

  	
  )

  	
  signatory
  states that the signatory has 

  
	
   

  	
  )

  	
  received
  no notice of revocation of

  
	
  Address of
  witness

  	
  )

  	
  the
  authority under which this

  
	
   

  	
  )

  	
  agreement
  is signed

  
	
   

  	
  )

  	
   

  
	
  Occupation
  of witness

  	
  )

  	
   

  



 


33