Common use of Duties of the Calculation Agent Clause in Contracts

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

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

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A Offshore Notes, until their final maturity or such earlier date on which the Class A Offshore Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A Offshore Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR (in respect of the Class A-2 Notes) for each Interest Period, and calculate the relevant Interest and Interest Rate on the relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR and EURIBOR determined under this Agreement agreement is the same as the LIBOR and EURIBOR determined by the Currency Swap Provider under the relevant Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee Trustee, the Paying Agents, the Irish Stock Exchange (for so long as the Class A-2 Notes are listed on the Irish Stock Exchange) and the Paying Agents Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate Rates and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and. (ivb) The Manager shall on behalf of the Trustee cause the Interest and Interest Rates applicable to the Class A relevant Offshore Notes and each Interest Coupon for each Interest Period Period, together with the relevant Payment Date, to be published (subject to clause 20, at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period, provided that the Trustee and the Manager and the Note Trustee shall co-operate with the Calculation Agent in order to effect that publication. (b) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (iv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A Noteholders in the event of a shortening of the Interest Period. (c) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for the Class A Notes, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.Allens Arthur Robinson + Agency Agreement --------------------------------------------------------------------------------

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A A2 Notes, until their final maturity or such earlier date on which the Class A A2 Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A A2 Notes to the Principal Paying Agent or, if applicable, the Note Trustee:: Agency Agreement [Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Logo] -------------------------------------------------------------------------------- (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period, and calculate the relevant Interest and the Interest Rate on the Class A2 Notes, in the manner set out in Condition 4 and confirm with the Currency Swap Provider that the LIBOR determined under this Agreement agreement is the same as LIBOR determined by the Currency Swap Provider under the Currency Swap;; and (iii) notify the Trustee, the Trust Manager, the Note Trustee Trustee, the Paying Agents, the Currency Swap Provider and the Paying Agents Luxembourg Stock Exchange (for so long as the Class A2 Notes are listed on the Luxembourg Stock Exchange) by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and. (ivb) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to the Class A A2 Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest PeriodPeriod unless the Note Trustee otherwise agrees, provided that the Trustee and Trustee, the Manager Calculation Agent and the Note Trustee shall co-operate with the Calculation Agent Trust Manager in order to effect that publication. (bc) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (ivb) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A A2 Noteholders in the event of a shortening of the Interest Period. (cd) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest for the payable on a Class A NotesA2 Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem reasonably considers fair and reasonable in all the circumstances. (de) If the Trust Manager does not at any time for any reason determine a Principal Payment, the Invested Amount Payment or the Stated Principal Amount applicable to Class A A2 Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount Payment and the Stated Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.Trust Agency Agreement [Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Logo] --------------------------------------------------------------------------------

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the [Class A A-1] Notes, until their final maturity or such earlier date on which the [Class A A-1] Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the [Class A A-1] Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period, and calculate the relevant Interest and Interest Rate on the [Class A-1] Notes, in the manner set out in Condition 4 and confirm with the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this Agreement agreement is the same as the LIBOR determined by the Currency Swap Provider under the Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee and Trustee, the Paying Agents and the Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate Rates and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and (iv) cause the Interest and Interest Rates applicable to the Class A Notes for each Interest Period together with the relevant Payment Date, to be published (at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period, provided that the Trustee and the Manager and the Note Trustee shall co-operate with the Calculation Agent in order to effect that publication. (b) Agency Agreement [Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- (c) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (ivb) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to [Class A A-1] Noteholders in the event of a shortening of an amendment to the Interest Period. (cd) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest for the payable on a [Class A NotesA-1] Note, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A US$ Notes, until their final maturity or such earlier date on which the Class A US$ Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the Class A US$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee:: Agency Agreement [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest PeriodPeriod for the US$ Notes, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in the relevant Condition 4 and confirm with the each Currency Swap Provider (using the contact details notified by each Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this Agreement agreement is the same as the LIBOR determined by the that Currency Swap Provider under the relevant Currency Swap;; and (iii) notify the Trustee, the Trust Manager, the Note Trustee and Trustee, the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate and the Interest so determined by it in relation to that Interest PeriodPeriod and each Class of US$ Notes, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and. (ivb) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to the each Class A of US$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest PeriodPeriod unless the Note Trustee otherwise agrees, provided that the Trustee and Trustee, the Manager Calculation Agent and the Note Trustee shall co-operate with the Calculation Agent Trust Manager in order to effect that publication. (bc) The Interest, Interest and Interest Rate for each Class of US$ Notes and relevant Payment Date published under sub-paragraph (ivb) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A US$ Noteholders in the event of a shortening an amendment of the Interest Period. (cd) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest for the Class A Notespayable on a US$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem reasonably considers fair and reasonable in all the circumstances. (de) If the Trust Manager does not at any time for any reason determine a Principal Payment, the Invested Amount Payment or the Stated Principal Amount applicable to Class A Notes a US$ Note in accordance with the Transaction Documents, the Principal Payment, Invested Amount Payment and the Stated Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed -------------------------------------------------------------------------------- Page 8 Agency Agreement [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

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

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A Offshore Notes, until their final maturity or such earlier date on which the Class A Offshore Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A Offshore Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR (in respect of the Class A-2 Notes) for each Quarterly Interest Period, and calculate the relevant Interest and Interest Rate on the relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR and EURIBOR determined under this Agreement agreement is the same as the LIBOR and EURIBOR determined by the Currency Swap Provider under the relevant Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee Trustee, the Paying Agents, and the Paying Agents Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Quarterly Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- PeriodPeriod for each such Class of Offshore Notes, of the Interest Rate Rates and the Interest so determined by it in relation to that Quarterly Interest Period, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and. (ivb) The Manager shall on behalf of the Trustee cause the Interest and Interest Rates applicable to the Class A relevant Offshore Notes for each Quarterly Interest Period Period, together with the relevant -------------------------------------------------------------------------------- Page 9 + AGENCY AGREEMENT ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Payment Date, to be published (subject to clause 20, at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Quarterly Interest PeriodPeriod unless the Note Trustee otherwise agrees, provided that the Trustee and Trustee, the Manager Calculation Agent and the Note Trustee shall co-operate with the Calculation Agent Manager in order to effect that publication. (bc) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (ivb) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A Offshore Noteholders in the event of a shortening of an amendment to the Quarterly Interest Period. (cd) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest for the Class A Notespayable on an Offshore Note, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A Non-A$ Notes, until their final maturity or such earlier date on which the Class A Non-A$ Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the Class A Non-A$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest PeriodPeriod for the US$ Notes, and calculate the relevant Interest and the Interest Rate on the US$ Notes in each Class of US$ Notes, in the manner set out in the relevant Condition 4 and confirm with each Currency Swap Provider (using the contact details notified by each Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this agreement is the same as the LIBOR determined by that Currency Swap Provider under the relevant Currency Swap; (iii) determine EURIBOR for each Interest Period for the Class A3 Notes, and calculate the relevant Interest and the Interest Rate on the Class A3 Notes, in the manner set out in the relevant Condition 4 and confirm with the Currency Swap Provider under the Class A3 Currency Swap (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR EURIBOR determined under this Agreement agreement is the same as LIBOR the EURIBOR determined by the that Currency Swap Provider under the Class A3 Currency Swap;; and (iiiiv) notify the Trustee, the Trust Manager, the Note Trustee and Trustee, the Paying Agents and each Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate and the Interest so determined by it in relation to that Interest PeriodPeriod and each Class of Non-A$ Notes, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and. (ivb) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to the each Class A of Non-A$ Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest PeriodPeriod unless the Note Trustee otherwise agrees, provided that the Trustee and Trustee, the Manager Calculation Agent and the Note Trustee shall co-operate with the Calculation Agent Trust Manager in order to effect that publication.. Agency Agreement [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- (bc) The Interest, Interest and Interest Rate for each Class of Non-A$ Notes and relevant Payment Date published under sub-paragraph (ivb) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A Non-A$ Noteholders in the event of a shortening an amendment of the Interest Period. (cd) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest for the Class A Notespayable on a Non-A$ Note, the Trust Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem reasonably considers fair and reasonable in all the circumstances. (de) If the Trust Manager does not at any time for any reason determine a Principal Payment, the Invested Amount Payment or the Stated Principal Amount applicable to Class A Notes a Non-A$ Note in accordance with the Transaction Documents, the Principal Payment, Invested Amount Payment and the Stated Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A Offshore Notes, until their final maturity or such earlier date on which the Class A Offshore Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A Offshore Notes to the Principal relevant Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal any Paying Agent; (ii) determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR (in respect of the Class A-2 Notes) for each Quarterly Interest Period, and calculate the relevant Interest and Interest Rate on the relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR and EURIBOR determined under this Agreement agreement is the same as the LIBOR and EURIBOR determined by the Currency Swap Provider under the relevant Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee Trustee, the Paying Agents, and the Paying Agents Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Quarterly Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- PeriodPeriod for each such Class of Offshore Notes, of the Interest Rate Rates and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and (iv) cause the Interest and Interest Rates applicable to the Class A Notes for each Interest Period together with the relevant Payment Date, to be published (at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period, provided that the Trustee and the Manager and the Note Trustee shall co-operate with the Calculation Agent in order to effect that publication. (b) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (iv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A Noteholders in the event of a shortening of the Interest Period. (c) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for the Class A Notes, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A Notes, until their final maturity or such earlier date on which the Class A Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period, and calculate the relevant Interest and Interest Rate on Class A Notes, in the manner set out in Condition 4 and confirm with the Currency Swap Provider that the LIBOR determined under this Agreement agreement is the same as LIBOR determined by the Currency Swap Provider under the Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee and the Paying Agents by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement 9 AGENCY AGREEMENT Allens ▇▇▇▇▇▇ Robinson+ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Period, of the Interest Rate and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and (iv) cause the Interest and Interest Rates applicable to the Class A Notes for each Interest Period together with the relevant Payment Date, to be published (at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period, provided that the Trustee and the Manager and the Note Trustee shall co-operate with the Calculation Agent in order to effect that publication. (b) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (iv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A Noteholders in the event of a shortening of the Interest Period. (c) If the Calculation Agent at any time and for any reason does not determine the Interest Rate or calculate the Interest for the Class A Notes, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time and for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, shall in relation to the each Class of Class A Notes, Notes until their final maturity or such earlier date on which the Class A Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office in London as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period, and calculate the relevant Interest and Interest Rate on Notes, in the manner set out in Condition 4 and confirm with the Currency Swap Provider that the LIBOR determined under this Agreement is the same as LIBOR determined by the Currency Swap Provider under the Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee and the Paying Agents by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and (iv) cause the Interest and Interest Rates applicable to the Class A Notes for each Interest Period together with the relevant Payment Date, to be published (at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period, provided that the Trustee and the -------------------------------------------------------------------------------- Page 8 Agency Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Manager and the Note Trustee shall co-operate with the Calculation Agent in order to effect that publication. (b) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (iv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A Noteholders in the event of a shortening of the Interest Period. (c) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for the a Class A NotesNote, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A Notes, until their final maturity or such earlier date on which the Class A Notes are due and payable in full and in either case until the Trustee has paid all amounts due in relation to the Class A Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Trust Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest PeriodPeriod for the Class A Notes, and calculate the relevant Interest and the Interest Rate on the Class A Notes, in the manner set out in the relevant Condition 4 and confirm with the Class A Currency Swap Provider (using the contact details notified by the Class A Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this Agreement agreement is the same as the LIBOR determined by the Class A Currency Swap Provider under the Class A Currency Swap;; and (iii) notify the Trustee, the Trust Manager, the Note Trustee Trustee, the Paying Agents, the Irish Stock Exchange (for so long as the Class A Notes are listed on the Irish Stock Exchange) and the Paying Agents Class A Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate and the Interest so determined by it in relation to that Interest PeriodPeriod and the Class A Notes, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and. (ivb) The Trust Manager on behalf of the Trustee shall cause the Interest and the Interest Rates applicable to the Class A Notes for each Interest Period together with the relevant Payment Date, to be published (subject to clause 23, on behalf of and at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest PeriodPeriod unless the Note Trustee otherwise agrees, provided that the Trustee and Trustee, the Manager Calculation Agent and the Note Trustee shall co-operate with the Calculation Agent Trust Manager in order to effect that publication. (bc) The Interest, Interest and Interest Rate for the Class A Notes and relevant Payment Date published under sub-paragraph (ivb) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A Noteholders in the event of a shortening an amendment of the Interest Period. (cd) If the Calculation Agent at any time for any reason does not determine the Interest Rate for or calculate the Interest for the payable on a Class A NotesNote, the Trust Manager shall do so and each -------------------------------------------------------------------------------- Page 8 Agency Agreement Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trust Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem reasonably considers fair and reasonable in all the circumstances. (de) If the Trust Manager does not at any time for any reason determine a Principal Payment, the Invested Amount Payment or the Stated Principal Amount applicable to a Class A Notes Note in accordance with the Transaction Documents, the Principal Payment, Invested Amount Payment and the Stated Principal Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Trust Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A Offshore Notes, until their final maturity or such earlier date on which the Class A Offshore Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A Offshore Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR (in respect of the Class A-1 Notes) and EURIBOR (in respect of the Class A-2 Notes) for each Interest Period, and calculate the relevant Interest and Interest Rate on the relevant Offshore Notes, in the manner set out in the relevant Condition 4 and confirm with the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR and EURIBOR determined under this Agreement agreement is the same as Agency Agreement [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- the LIBOR and EURIBOR determined by the Currency Swap Provider under the relevant Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee Trustee, the Paying Agents, the Irish Stock Exchange (for so long as the Class A-2 Notes are listed on the Irish Stock Exchange) and the Paying Agents Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate Rates and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and. (ivb) The Manager shall on behalf of the Trustee cause the Interest and Interest Rates applicable to the Class A relevant Offshore Notes for each Interest Period Period, together with the relevant Payment Date, to be published (subject to clause 20, at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest PeriodPeriod unless the Note Trustee otherwise agrees, provided that the Trustee and Trustee, the Manager Calculation Agent and the Note Trustee shall co-operate with the Calculation Agent Manager in order to effect that publication. (bc) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (ivb) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A Offshore Noteholders in the event of a shortening of an amendment to the Interest Period. (cd) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest for the Class A Notespayable on an Offshore Note, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

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

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the each Class A of US$ Notes, until their final maturity or such earlier date on which the Class A US$ Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A US$ Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office in New York as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period, and calculate the relevant Interest and Interest Rate on Notes, in the manner set out in Condition 4 and confirm with the Currency Swap Provider that the LIBOR determined under this Agreement is the same as LIBOR determined by the Currency Swap Provider under the Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee and the Paying Agents by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and (iv) cause the Interest and Interest Rates applicable to the Class A US$ Notes for each Interest Period together with the relevant Payment Date, to be published (at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period, provided that the Trustee and the Manager and the Note Trustee shall co-operate with the Calculation Agent in order to effect that publication.. -------------------------------------------------------------------------------- Page 8 ▇▇▇▇▇ ▇▇▇▇▇ AGENCY AGREEMENT & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- (b) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (iv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A US$ Noteholders in the event of a shortening of the Interest Period. (c) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for the Class A Notesa US$ Note, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A US$ Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A A-1 Notes, until their final maturity or such earlier date on which the Class A A-1 Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A A-1 Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period, and calculate the relevant Interest and Interest Rate on Class A-1 Notes, in the manner set out in Condition 4 and confirm with the Currency Swap Provider that the LIBOR determined under this Agreement agreement is the same as LIBOR determined by the Currency Swap Provider under the Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee and the Paying Agents by telex or facsimile transmission on or as soon as possible after the first day of that Interest -------------------------------------------------------------------------------- Page 7 9 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Period, of the Interest Rate and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and (iv) cause the Interest and Interest Rates applicable to the Class A A-1 Notes for each Interest Period together with the relevant Payment Date, to be published (at the expense of the Trustee) in accordance with the provisions of Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest Period, provided that the Trustee and the Manager and the Note Trustee shall co-operate with the Calculation Agent in order to effect that publication. (b) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (iv) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A A-1 Noteholders in the event of a shortening of the Interest Period. (c) If the Calculation Agent at any time and for any reason does not determine the Interest Rate or calculate the Interest for the Class A A-1 Notes, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time and for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A A-1 Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

Duties of the Calculation Agent. (a) The Calculation Agent shall, in relation to the Class A A-1 Notes, until their final maturity or such earlier date on which the Class A A-1 Notes are due and payable in full and in either case until the Trustee has paid all amounts in relation to the Class A A-1 Notes to the Principal Paying Agent or, if applicable, the Note Trustee: (i) perform such duties at its Specified Office as are set forth in this agreement and in the relevant Conditions and any other duties which are reasonably incidental at the request of the Trustee, the Manager, the Note Trustee or the Principal Paying Agent; (ii) determine LIBOR for each Interest Period, and calculate the relevant Interest and Interest Rate on the Class A-1 Notes, in the manner set out in Condition 4 and confirm with the Currency Swap Provider (using the contact details notified by that Currency Swap Provider to the Calculation Agent) that the LIBOR determined under this Agreement agreement is the same as the LIBOR determined by the Currency Swap Provider under the Currency Swap; (iii) notify the Trustee, the Manager, the Note Trustee and Trustee, the Paying Agents and the Currency Swap Provider by telex or facsimile transmission on or as soon as possible after the first day of that each Interest -------------------------------------------------------------------------------- Page 7 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- Period, of the Interest Rate Rates and the Interest so determined by it in relation to that Interest Period, specifying to the Trustee and the Manager those parties the rates upon which they are based and (where relevant) the names of the banks quoting those rates; and. (ivb) The Manager shall on behalf of the Trustee cause the Interest and Interest Rates applicable to the Class A A-1 Notes for each Interest Period Period, together with the relevant Payment Date, to be published (subject to clause 20, at the expense of the Trustee) in accordance with the provisions of the relevant Conditions 4 and 12, on or as soon as possible after the commencement of the relevant Interest PeriodPeriod unless the Note Trustee otherwise agrees, provided that the Trustee and Trustee, the Manager Calculation Agent and the Note Trustee shall co-operate with the Calculation Agent Manager in order to effect that publication.. Agency Agreement [Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- (bc) The Interest, Interest Rate and relevant Payment Date published under sub-paragraph (ivb) may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice to Class A A-1 Noteholders in the event of a shortening of an amendment to the Interest Period. (cd) If the Calculation Agent at any time and for any reason does not determine the Interest Rate for or calculate the Interest for the payable on a Class A NotesA-1 Note, the Manager shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Manager shall apply the provisions of this clause 6, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such a manner as it shall deem fair and reasonable in all the circumstances. (d) If the Manager does not at any time for any reason determine a Principal Payment, the Invested Amount or the Stated Amount applicable to Class A Notes in accordance with the Transaction Documents, the Principal Payment, Invested Amount and the Stated Amount shall be determined by the Calculation Agent in accordance with the Transaction Documents (but based solely on the information in its possession) and each such determination or calculation shall be deemed to have been made by the Manager. The Calculation Agent may appoint any person as its agent for the purpose of making any such calculation or determination.

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