Paying Agency Agreement

Exhibit 10.4


Paying Agency Agreement


Permanent Custodians Limited

Australian Securitisation Management Pty Limited

The Bank of New York


ARMS II Global Fund I


Allens Arthur Robinson
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Tel 61 2 9230 4000
Fax 61 2 9230 5333

a9 Copyright Allens Arthur Robinson 2003

Table of Contents 1. Definitions and Interpretation 2 1.1 Definitions 2 1.2 Bond Trust Deed Definitions 2 1.3 Interpretation 2 1.4 Status of this Agreement 3 1.5 Liability of Issuer 3 1.6 Liability of Bond Trustee 3
2.
Appointment of Paying Agents

3
3.
Payment

4 3.1 Payment by Issuer 4 3.2 Confirmation and Information 4 3.3 Payments by Paying Agents 4 3.4 Method of Payment- Global Bonds 4 3.5 Method of payment- Definitive Bonds 5 3.6 Late payment 5 3.7 Payment Obligation 5 3.8 Notice of non-receipt 5 3.9 Reimbursement 5 3.10 Method of payment 6 3.11 Trust 6 3.12 No Liability 6
4.
Repayment

6
5.
Appointment of the Calculation Agent

6
6.
Duties of the Calculation Agent

7
7.
Payments to Bond Trustee

7 7.1 Bond Trustee's requirements following an Event of Default 7 7.2 Discharge 7
8.
Early redemption of Class A Bonds

7
9.
Redemption and Cancellation of Bonds

8
10.
Notices to Class A Bondholders

8
11.
Documents and forms

9
12.
Authentication

9


i
13.
Indemnity

9 13.1 Indemnity 9 13.2 Survival of Indemnity 9
14.
The US$ Register

9 14.1 Appointment of US$ Registrar 9 14.2 Details to be kept on the US$ Register 10 14.3 Correctness of US$ Register 10
15.
General

10 15.1 Meetings of Class A Bondholders 10 15.2 Agency 10 15.3 Identity 10 15.4 No set-off 11 15.5 Reliance 11 15.6 Entitled to deal 11 15.7 Consultation 11 15.8 Duties 11
16.
Changes in Paying Agents and Calculation Agent

11 16.1 Removal 11 16.2 Resignation 12 16.3 Limitation 12 16.4 Delivery of amounts 13 16.5 Successor Agents 13 16.6 Notice to Class A Bondholders 13 16.7 Change in Paying Office or Specified Office 14
17.
Fees and expenses

14
18.
Waivers, remedies cumulative

14
19.
Severability of provisions

15
20.
Assignments

15
21.
Notices

15 21.1 Notices generally 15 21.2 Communication through Principal Paying Agent 16
22.
Counterparts

16
23.
Governing law

17
24.
Successor trustee

17

ii

Date 2003
Parties


1.

Permanent Custodians Limited (ACN 001 426 384) of 35 Clarence Street, Sydney, NSW 2000 (the Issuer );
2.

Australian Securitisation Management Pty Limited (ACN 103 852 428) of Level 6, 12 Castlereagh Street, Sydney, NSW 2000 (the Trust Manager ); and
3.

The Bank of New York, a New York banking corporation, as principal paying agent for the Class A Bonds described below (the Principal Paying Agent , which expression shall, wherever the context requires, include any successor principal paying agent from time to time under this Agreement) and as trustee for the Class A Bondholders (the Class A Bond Trustee, which expression shall, wherever the context requires, include any other trustee or trustees from time to time under the Bond Trust Deed) and as calculation agent in relation to the Class A Bonds described below (the Calculation Agent , which expression shall, wherever the context requires, include any successor reference agent from time to time) and as US$Registrar in relation to the Class A Bonds described below (the US$Registrar , which expression shall, wherever the context requires, include any successor US$Registrar from time to time under this Agreement).
Recitals


A

The Issuer proposes to issue US$1,000,000,000 of Class A Mortgage Backed Floating Rate Bonds (the Class A Bonds ).
B

The Class A Bonds, upon original issue, will be issued in the form of Global Bonds. The Issuer shall, on the date of this Agreement, deliver or arrange the delivery on its behalf of each Global Bond to the Principal Paying Agent, as agent for the Clearing Agency. Each Global Bond shall initially be registered on the US$Register in the name of the Common Depository, as nominee of the Clearing Agency, and no Class A Bond Owner will receive a Definitive Bond representing such Class A Bond Owner's interest in such Class A Bond, except as provided in the Bond Trust Deed.
C

The Class A Bonds will be constituted by the Bond Trust Deed, the Conditions and the Master Trust Deed.
D

The Class A Bonds will be secured on the terms of the Security Trust Deed.
E

The Issuer wishes to appoint the Principal Paying Agent as principal paying agent in respect of the Class A Bonds and has entered into this Agreement to provide for the terms and conditions of that appointment.
F

The Issuer wishes to appoint the Calculation Agent as its reference agent in respect of the Class A Bonds and has entered into this Agreement to provide for the terms and conditions of that appointment.
G

The Issuer wishes to appoint the US$Registrar as bond registrar in respect of the Class A Bonds and has entered into this Agreement to provide for the terms and conditions of that appointment.

1

IT IS AGREED as follows.

1. Definitions and Interpretation

1.1 Definitions

The following definitions apply unless the context requires otherwise.

Agent means each Paying Agent, the Calculation Agent and the US$ Registrar.

Bond Trust Deed means the deed, so entitled, dated on or about the date of this Agreement between the parties to this Agreement, Australian Mortgage Securities Ltd and Permanent Registry Limited.

Paying Agent means any person for the time being appointed as a paying agent under this Agreement, including the Principal Paying Agent.

Paying Office means, in relation to a Paying Agent, the office of the Paying Agent specified in the Class A Bonds or otherwise under this Agreement or the Bond Trust Deed as the office at which payments in respect of the Class A Bonds will be made, as changed from time to time in accordance with this Agreement.

Specified Office means, in relation to the Calculation Agent, the office of the Calculation Agent specified under this Agreement as the office at which the Calculation Agent will carry out its duties under this Agreement.

1.2 Bond Trust Deed Definitions

Words and expressions which are defined in the Bond Trust Deed (including by incorporation by reference) have the same meanings when used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.

1.3 Interpretation

In this Agreement, unless the context indicates a contrary intention: (a) person includes an individual, a body politic, a corporation and a statutory or other authority or association (incorporated or unincorporated);

(b) references to a party include that party's executors, administrators, successors, substitutes and assigns, including any person taking by way of novation;

(c) references to any legislation or to any section or provision thereof includes any statutory modification or re-enactment or any statutory provision substituted therefor and all ordinances, by-laws, regulations and other statutory instruments issued thereunder;

(d) corporation means any body corporate wherever formed or incorporated, including any public authority or any instrumentality of the Crown;

(e) the expression certified means:

(i) in the case of The Bank of New York, certified in writing by an Authorised Signatory of The Bank of New York; or

(ii) in the case of any other corporation or person, certified in writing by 2 Authorised Signatories of the corporation or by that person respectively,

and certify and like expressions shall be construed accordingly;

2 (f) words importing the singular shall include the plural (and vice versa) and words denoting a given gender shall include all other genders;

(g) headings are for convenience only and shall not affect the interpretation of this Agreement;

(h) references to a clause or a Schedule are to a clause or a Schedule of this Agreement;

(i) where any word or phrase is given a defined meaning, any other part of speech or other grammatical form of that word or phrase has a corresponding meaning;

(j) if the due date for payment of any amount, or the doing of any thing, in respect of this Agreement is not a Business Day, then the Modified Following Business Day Convention (as defined in the ISDA Definitions) shall apply to the making of that payment or the doing of that thing;

(k) all accounting terms shall be interpreted in accordance with the Approved Accounting Standards;

(l) month means calendar month; and

(m) a reference to any document or agreement is to such document or agreement as amended, varied, supplemented or novated from time to time.

1.4 Status of this Agreement

This Agreement is: (a) the Initial Paying Agency Agreement for the purposes of the Bond Trust Deed; and

(b) a Transaction Document in relation to the Fund.


1.5 Liability of Issuer

Clause 1.5 of the Bond Trust Deed is incorporated into this Agreement as if set out in full in this Agreement except that references to this Deed shall be construed as references to this Agreement .

1.6 Liability of Bond Trustee (a) The Bond Trustee is a party to this Agreement in its capacity as trustee of the Bond Trust. The liability of the Bond Trustee under this Agreement is limited in the manner and to the extent provided under the Bond Trust Deed.

(b) Notwithstanding any other provision of this Agreement or any other Transaction Document, the Class A Bond Trustee's rights and obligations under this Agreement only apply to the Class A Bonds and the Class A Bond Trustee is not in any way responsible for the Fast Prepayment Bonds or the Class B Bonds.

2. Appointment of Paying Agents (a) Subject to the terms of this Agreement, the Issuer (acting on the direction of the Trust Manager) appoints the Principal Paying Agent as its principal paying agent for making payments at its Paying Office in respect of the Class A Bonds in accordance with the Transaction Documents in relation to the Fund. The Principal Paying Agent accepts such appointment.

(b) If at any time there is more than one Paying Agent, the obligations of the Paying Agents under this Agreement shall be several and not joint.

3 (c) It is acknowledged and agreed that:

(i) subject to clause 7, each Paying Agent is the agent of the Issuer in its capacity as trustee of the Fund only; and

(ii) despite anything else in this Agreement, any other Transaction Document or at law, the Issuer in its personal capacity is not responsible for any act or omission of any Paying Agent.

3. Payment

3.1 Payment by Issuer (a) The Issuer must, at the direction of the Trust Manager, by not later than 10.00 am (New York time) on each Payment Date on which a payment is due in respect of the Class A Bonds, in accordance with the Conditions, pay to or to the order of, or procure payment to or to the order of, the Principal Paying Agent the amount in immediately available funds in US$ as is required to be made on that date for the purposes of such payment.

(b) The Principal Paying Agent acknowledges that the Issuer may comply with its payment obligations under paragraph (a) by procuring that the relevant Currency Swap Counterparty pays the relevant amount direct to the Principal Paying Agent.

3.2 Confirmation and Information (a) Not later than 4.00 pm (Sydney time) on each Determination Date, the Trust Manager on behalf of the Issuer must notify, or procure notification to, the Principal Paying Agent and the Class A Bond Trustee of the amount of interest and principal payable in respect of the Class A Bonds on the Payment Date following that Determination Date. The Issuer, or the Trust Manager on its behalf, must also forward to the Principal Paying Agent at that time confirmation that the payments provided for in clause 3.1(a) will be made unconditionally and irrevocably.

(b) The Trust Manager agrees to provide to the Principal Paying Agent such other information as the Principal Paying Agent may reasonably request from time to time in order to enable the Principal Paying Agent to comply with its obligations under this Agreement.

3.3 Payments by Paying Agents

Subject to clause 7 and to payment being duly made as provided in clause 3.1 (or the Principal Paying Agent otherwise being satisfied that the payment will be duly made on the due date), the Paying Agents must pay or cause to be paid on behalf of the Issuer on each Payment Date the relevant amounts of principal and interest due in respect of the Class A Bonds in accordance with the Conditions.

3.4 Method of Payment- Global Bonds

The Principal Paying Agent must cause all payments of principal and interest due and received by it in respect of Class A Bonds represented by a Global Bond to be made to the Common Depository in accordance with Condition 10.8 for credit to the account of the persons appearing from time to time in the records of the Common Depository as registered account holders with respect to, and whilst any of the Class A Bonds are represented by, a Global Bond.

4

3.5 Method of payment- Definitive Bonds

Payments of principal and interest on the Definitive Bonds must be made in accordance with the Conditions.

3.6 Late payment (a) If any payment under clause 3.1 is made late but otherwise in accordance with the provisions of this Agreement, each Paying Agent must:

(i) in the case of any payment made on or prior to 1.00pm (New York time) on a Payment Date, make the payments required to be made by it in respect of the Class A Bonds as provided in this clause 3 (other than clauses 3.6(a)(ii) and 3.6(a)(iii));

(ii) in the case of any payment made after 1.00pm (New York time) on a Payment Date, make the payments required to be made by it in respect of the Class A Bonds by 9.00am (New York time) the next Business Day occurring after that Payment Date and otherwise as provided in this clause 3; and

(iii) in the case of any payment made after a Payment Date, make the payments required to be made by it in respect of the Class A Bonds as soon as reasonably practicable and otherwise as provided in this clause 3.

(b) If the Principal Paying Agent has not received on a Payment Date the full amount of principal and interest then payable on any Class A Bond in accordance with the Conditions, but receives the full amount later, it shall:

(i) forthwith upon full receipt notify the other Paying Agents (if any), the Issuer, the Class A Bond Trustee, the Security Trustee and the Trust Manager; and

(ii) as soon as practicable after such full receipt, give due notice, in accordance with Co ...