Common use of NOTE TRUSTEE Clause in Contracts

NOTE TRUSTEE. (a) At any time after: (i) an Event of Default has occurred in relation to an Offshore Note; or (ii) Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A) to act as Principal Paying Agent, Paying Agent and Calculation Agent, respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] -------------------------------------------------------------------------------- (C) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (D) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Notes to the order of the Note Trustee and not to any Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(D) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Paying Agents of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default in respect of the Class A Notes has occurred in relation to an Offshore Note; or (ii) occurred, or at any time after Definitive Notes have not been issued when so required in accordance with the provisions of the Transaction DocumentsConditions, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) Agents, the Note Registrar, and the Agent Bank require the Principal Paying Agent, the other Paying Agents Agents, the Note Registrar and the Calculation Agent Bank either: (A1) to act as Principal Paying Agent, Paying Agent and Calculation AgentPaying Agents, respectively, the Note Registrar and Agent Bank respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Note Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Paying Agents, the Note Registrar and Agent and the Paying Agents Bank shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] -------------------------------------------------------------------------------- (C) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A Notes, on behalf of the Note Trustee; or (B) to deliver up all Definitive Notes and all amounts, documents and records held by them in respect of the Class A Notes, to the Note Trustee or as the Note Trustee directs shall direct in that notice, other than any documents or records which the Calculation relevant Paying Agent, the Note Registrar or Agent or Paying Agent (as the case may be) Bank is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Da) shall be a good discharge to the Trustee and the Trustee shall not be Agency Agreement Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under paragraph (a). (bc) The Note Trustee shall promptly upon request forthwith give written notice to the Trust Manager, the Trustee, the Security Trustee, the Calculation Agent Bank, the Note Registrar and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Agent Bank at any time for any reason does not determine the Coupon Rate or calculate the Coupon for a Class A Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Agent Bank. In doing so, the Note Trustee shall apply the provisions of 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.

NOTE TRUSTEE. (a) At any time after: (i) an Event of Default has occurred in relation to an Offshore Note; or (ii) Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A) to act as Principal Paying Agent, Paying Agent and Calculation Agent, respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (C) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or -------------------------------------------------------------------------------- Page 10 + AGENCY AGREEMENT ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (D) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(D) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a US$ Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Manager, Manager the Calculation Agent, the Principal Paying Agent and the any other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A1) to act as Principal Paying Agent, Paying Agent Agents and Calculation Agent, respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that -------------------------------------------------------------------------------- Page 8 AGENCY AGREEMENT Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore US$ Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (CB) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore US$ Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore US$ Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with this paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under this paragraph (b). (bc) The Note Trustee shall promptly forthwith upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for a US$ Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Note Trustee shall apply the provisions of 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.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a Class A Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the any other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A1) to act as Principal Paying Agent, Paying Agent Agents and Calculation Agent, respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that -------------------------------------------------------------------------------- Page 10 AGENCY AGREEMENT Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Class A Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (CB) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with this paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under this paragraph (b). (bc) The Note Trustee shall promptly forthwith upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for a Class A Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Note Trustee shall apply the provisions of 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.

NOTE TRUSTEE. (a) At any time after: (i) an Event of Default has occurred in relation to an Offshore Note; or (ii) Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A) to act as Principal Paying Agent, Paying Agent, Calculation Agent and Calculation AgentIrish Paying Agent (in relation to the Class A-2 Notes), respectively, of Agency Agreement [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (C) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (D) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(D) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a US$ Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiia) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) and the Calculation Agent, require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (Ai) to act as Principal Paying Agent, Paying Agent and Calculation Agent, respectively, Agent respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the AGENCY AGREEMENT Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ------------------------------------------------------------------------------- indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (Bii) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore US$ Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (Ciii) to deliver up all Definitive Notes, Notes and all amounts, documents and records held by them in respect of the Offshore Notes, US$ Notes to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation such Paying Agent or Paying Calculation Agent (as the case may be) is obliged not to release by any law or regulation; and (Db) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore US$ Notes to or to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn withdrawn, clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Paying Agents of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) an Event of Default has occurred in relation to an Offshore a Class A-1 Note; or (ii) Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A) to act as Principal Paying Agent, Paying Agent and Calculation Agent, Agent respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Class A-1 Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (C) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A-1 Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (D) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A-1 Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with Agency Agreement [Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(D) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a Class A Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Manager, Manager the Calculation Agent, the Principal Paying Agent and the any other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A1) to act as Principal Paying Agent, Paying Agent Agents and Calculation Agent, respectively, respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being -------------------------------------------------------------------------------- Page 9 Agency Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Class A Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (CB) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under paragraph (b). (bc) The Note Trustee shall promptly forthwith upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for a Class A Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Note Trustee shall apply the provisions of 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.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a US$ Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Manager, Manager the Calculation Agent, the Principal Paying Agent and the any other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A1) to act as Principal Paying Agent, Paying Agent Agents and Calculation Agent, respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be -------------------------------------------------------------------------------- Page 9 ▇▇▇▇▇ ▇▇▇▇▇ AGENCY AGREEMENT & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore US$ Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (CB) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore US$ Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore US$ Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with this paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under this paragraph (b). (bc) The Note Trustee shall promptly forthwith upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for a US$ Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Note Trustee shall apply the provisions of 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.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a Class A Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may:: AGENCY AGREEMENT [Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- (iiii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the any other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A1) to act as Principal Paying Agent, Paying Agent Agents and Calculation Agent, respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Class A Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (CB) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with this paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under this paragraph (b). (bc) The Note Trustee shall promptly forthwith upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for a Class A Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Note Trustee shall apply the provisions of AGENCY AGREEMENT [Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] --------------------------------------------------------------------------------

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a Class A2 Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiia) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) and the Calculation Agent, require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (Ai) to act as Principal Paying Agent, Luxembourg Paying Agent, Paying Agent and Calculation Agent, respectively, Agent respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (Bii) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Class A2 Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (Ciii) to deliver up all Definitive Notes, Notes and all amounts, documents and records held by them in respect of the Offshore Notes, Class A2 Notes to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation such Paying Agent or Paying Calculation Agent (as the case may be) is obliged not to release by any law or regulation; and (Db) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A2 Notes to or to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn withdrawn, clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Paying Agents of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a Class A Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Manager, Manager the Calculation Agent, the Principal Paying Agent and the any other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A1) to act as Principal Paying Agent, Paying Agent Agents and Calculation Agent, respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that -------------------------------------------------------------------------------- Page 8 Agency Agreement Allens ▇▇▇▇▇▇ Robinson+ -------------------------------------------------------------------------------- the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Class A Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (CB) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with this paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under this paragraph (b). (bc) The Note Trustee shall promptly forthwith upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Calculation Agent at any time for any reason does not determine the Interest Rate or calculate the Interest for a Class A Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Note Trustee shall apply the provisions of 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.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a US$ Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may:: Agency Agreement Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- (iiia) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) and the Calculation Agent, require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (Ai) to act as Principal Paying Agent, Paying Agent and Calculation Agent, respectively, Agent respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (Bii) to hold all Definitive Notes Notes, and all amounts, documents and records held by them in respect of the Offshore US$ Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (Ciii) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Notes, US$ Notes to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation such Paying Agent or Paying Calculation Agent (as the case may be) is obliged not to release by any law or regulation; and (Db) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore US$ Notes to or to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn withdrawn, clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Paying Agents of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default in respect of the Class A Notes has occurred in relation to an Offshore Note; or (ii) -------------------------------------------------------------------------------- Page 9 ▇▇▇▇▇ ▇▇▇▇▇ AGENCY AGREEMENT & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- occurred, or at any time after Definitive Notes have not been issued when so required in accordance with the provisions of the Transaction DocumentsConditions, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) and the Agent Bank require the Principal Paying Agent, the other Paying Agents and the Calculation Agent Bank either: (A1) to act as Principal Paying Agent, Paying Agent and Calculation Agent, respectively, Paying Agents and Agent Bank respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Note Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents and Agent Bank shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] -------------------------------------------------------------------------------- (C) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A Notes, on behalf of the Note Trustee; or (B) to deliver up all Definitive Notes and all amounts, documents and records held by them in respect of the Class A Notes, to the Note Trustee or as the Note Trustee directs shall direct in that notice, other than any documents or records which the Calculation relevant Paying Agent or Paying Agent (as the case may be) Bank is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the -------------------------------------------------------------------------------- ▇▇▇▇▇ ▇▇▇▇▇ AGENCY AGREEMENT & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- period it is required to make payment to the extent of such paymentNote Trustee under paragraph (b). (bc) The Note Trustee shall promptly upon request forthwith give notice to the Trust Manager, the Trustee, the Security Trustee, the Calculation Agent Bank, and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Agent Bank at any time for any reason does not determine the Coupon Rate or calculate the Coupon for a Class A Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Agent Bank. In doing so, the Note Trustee shall apply the provisions of 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.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a Class A Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiia) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) and the Calculation Agent, require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (Ai) to act as Principal Paying Agent, Paying Agent, Calculation Agent and Calculation Agent, respectively, Irish Paying Agent (in relation to the Class A Notes) respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (Bii) to hold all Definitive Notes Notes, and all amounts, documents and records held by them in respect of the Offshore Class A Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (Ciii) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Notes, Class A Notes to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation such Paying Agent or Paying Calculation Agent (as the case may be) is obliged not to release by any law or regulation; and (Db) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A Notes to or to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn withdrawn, clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Paying Agents of any change in the Authorised Signatories of the Note Trustee.. Agency Agreement Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ --------------------------------------------------------------------------------

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default in respect of the Class A Notes has occurred in relation to an Offshore Note; or (ii) occurred, or at any time after Definitive Notes have not been issued when so required in accordance with the provisions of the Transaction DocumentsConditions, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) and the Agent Bank require the Principal Paying Agent, the other Paying Agents and the Calculation Agent Bank either: (A1) to act as Principal Paying Agent, Paying Agent and Calculation Agent, respectively, Paying Agents and Agent Bank respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Note Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents and Agent Bank shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] -------------------------------------------------------------------------------- (C) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A Notes, on behalf of the Note Trustee; or (B) to deliver up all Definitive Notes and all amounts, documents and records held by them in respect of the Class A Notes, to the Note Trustee or as the Note Trustee directs shall direct in that notice, other than any documents or records which the Calculation relevant Paying -------------------------------------------------------------------------------- Page 9 Agency Agreement ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Agent or Paying Agent (as the case may be) Bank is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under paragraph (b). (bc) The Note Trustee shall promptly upon request forthwith give notice to the Trust Manager, the Trustee, the Security Trustee, the Calculation Agent Bank, and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee. (d) If the Agent Bank at any time for any reason does not determine the Coupon Rate or calculate the Coupon for a Class A Note, the Note Trustee shall do so and each such determination or calculation shall be deemed to have been made by the Agent Bank. In doing so, the Note Trustee shall apply the provisions of 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.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a US$ Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiia) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) and the Calculation Agent, require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (Ai) to act as Principal Paying Agent, Paying Agent and Calculation Agent, respectively, Agent respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (Bii) to hold all Definitive Notes Notes, and all amounts, documents and records held by them in respect of the Offshore US$ Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (Ciii) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Notes, US$ Notes to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation such Paying Agent or Paying Calculation Agent (as the case may be) is obliged not to release by any law or regulation; and (Db) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore US$ Notes to or to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn withdrawn, clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Paying Agents of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) an Event of Default has occurred in relation to an Offshore a [Class A-1] Note; or (ii) Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A) to act as Principal Paying Agent, Paying Agent and Calculation Agent, Agent respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore [Class A-1] Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (C) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore [Class A-1] Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (D) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore [Class A-1] Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect Agency Agreement [Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(D) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a Non-A$ Note or at any time after Definitive Notes or Coupons or Talons relating to those Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiia) by notice in writing to the Trustee, the Trust Manager, the Calculation Agent, the Principal Paying Agent and Agent, the other Paying Agents (if any) and the Calculation Agent, require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (Ai) to act as Principal Paying Agent, Paying Agent and Calculation Agent, respectively, Agent respectively of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (Bii) to hold all Definitive Notes Notes, Coupons and Talons and all amounts, documents and records held by them in respect of the Offshore Notes Non-A$ Notes, Coupons and Talons on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (Ciii) to deliver up all Definitive Notes, Coupons and Talons and all amounts, documents and records held by them in respect of the Offshore Non-A$ Notes, Coupons and Talons to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation such Paying Agent or Paying Calculation Agent (as the case may be) is obliged not to release by any law or regulation; andand Agency Agreement [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- (Db) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Non-A$ Notes to or to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn withdrawn, clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Series Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(Db) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Paying Agents of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) an Event of Default has occurred in relation to an Offshore Note; or (ii) Definitive Notes or Coupons or Talons relating to those Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A) to act as Principal Paying Agent, Paying Agent, Calculation Agent and Calculation AgentIrish Paying Agent (in relation to the Class A-2 Notes), respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B) to hold all Definitive Notes Notes, Coupons and Talons and all amounts, documents and records held by them in respect of the Offshore Notes Notes, the Coupons and Talons on behalf of the Note Trustee; or Agency Agreement [-------------------------------------------------------------------------------- Page 11 Allens Arthur Robinson LOGO] + Agency Agreement -------------------------------------------------------------------------------- (C) to deliver up all Definitive Notes, Coupons and Talons, and all amounts, documents and records held by them in respect of the Offshore Notes, Coupons and Talons, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (D) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with paragraph (a)(iii)(D) shall be a good discharge to the Note Trustee to the extent of such payment. (b) The Note Trustee shall promptly upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee.

NOTE TRUSTEE. (a) At any time after: (i) after an Event of Default has occurred in relation to an Offshore Note; or (ii) a Class A-1 Note or at any time after Definitive Notes have not been issued when required in accordance with the provisions of the Transaction Documents, the Note Trustee may: (iiii) by notice in writing to the Trustee, the Manager, the Calculation Agent, the Principal Paying Agent and the any other Paying Agents (if any) require the Principal Paying Agent, the other Paying Agents and the Calculation Agent either: (A1) to act as Principal Paying Agent, Paying Agent Agents and Calculation Agent, respectively, of the Note Trustee on the terms of this agreement in relation to payments to be made by or on behalf of the Trustee under the terms of the Note Trust Deed, except that ------------------------------------------------------------------------------- Page 10 Agency Agreement Allens ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- the Note Trustee's liability under any provisions of this agreement for the indemnification of the Calculation Agent and the Paying Agents shall be limited to any amount for the time being held by the Note Trustee on the trusts of the Note Trust Deed and which is available to be applied by the Note Trustee for that purpose; and (B2) to hold all Definitive Notes and all amounts, documents and records held by them in respect of the Offshore Class A-1 Notes on behalf of the Note Trustee; or Agency Agreement [Allens Arthur Robinson LOGO] --------------------------------------------------------------------------------or (CB) to deliver up all Definitive Notes, and all amounts, documents and records held by them in respect of the Offshore Class A-1 Notes, to the Note Trustee or as the Note Trustee directs in that notice, other than any documents or records which the Calculation Agent or Paying Agent (as the case may be) is obliged not to release by any law or regulation; and (Dii) by notice in writing to the Trustee require it to make (or arrange to be made) all subsequent payments in respect of the Offshore Class A-1 Notes to the order of the Note Trustee and not to any the Principal Paying Agent and, with effect from the issue of that notice to the Trustee and until that notice is withdrawn clause 2.3 of the Note Trust Deed shall not apply. A . (b) The payment by the Trustee of its payment obligations on each Payment Date under the Supplementary Terms Notice and the relevant Conditions to the Note Trustee in accordance with this paragraph (a)(iii)(Db) shall be a good discharge to the Trustee and the Trustee shall not be liable for any act or omission or default of the Note Trustee during the period it is required to make payment to the extent of such paymentNote Trustee under this paragraph (b). (bc) The Note Trustee shall promptly forthwith upon request give notice to the Manager, the Trustee, the Security Trustee, the Calculation Agent and the Principal Paying Agents Agent of any change in the Authorised Signatories of the Note Trustee.