Palandri Finance Limited v Public Trustee of Queensland

[2007] NSWSC 1504

CITATION:	Palandri Finance Limited v Public Trustee of Queensland [2007] NSWSC 1504
HEARING DATE(S):	13 December 2007
JUDGMENT OF:	McDougall J at 1
EX TEMPORE JUDGMENT DATE:	13 December 2007
DECISION:	See paragraphs [45] and [46] of the judgment
CATCHWORDS:	INJUNCTIONS – interlocutory injunction – whether trustee should be restrained from exercising powers on default under trust deed – question, whether default under trust deed, determined as a matter of construction – whether interlocutory injunction should be granted when occasion for exercise of powers has not arisen and trustee undertakes to Court to consider all submissions put to it if (when) occasion for exercise of powers does arise – other discretionary factors.
CASES CITED:	Australian Broadcasting Commission v Australasian Performing Right Association Limited (1973) 129 CLR 99 Kolback Securities Limited v Epoch Mining NL (1987) 8 NSWLR 533 Ward v Walton (1989) 66 NTR 20
PARTIES:	Palandri Finance Limited (ACN 090 580 500) (First Plaintiff) Palandri Limited (ACN 087 787 415) (Second Plaintiff) Public Trustee of Queensland (Defendant)
FILE NUMBER(S):	SC 5960 of 2007
COUNSEL:	J T Svehla / R K McPherson P Davis SC / D Quayle
SOLICITORS:	Parry Carroll Lawyers (Plaintiffs) Minter Ellison Lawyers (Defendant)

IN THE SUPREME COURT
OF NEW SOUTH WALES
EQUITY DIVISION

McDOUGALL J

13 December 2007 (ex tempore - revised 21 January 2008)

5960/07 PALANDRI FINANCE LIMITED v PUBLIC TRUSTEE OF QUEENSLAND

JUDGMENT

1 HIS HONOUR: The plaintiffs are part of a group of companies that operate managed investment schemes relating to viticulture, wine making and the sale of wine. They invite participation from members of the public. The first plaintiff (Finance) has been in effect the financier of the group's operations. To enable it to fulfil this role it has issued notes totalling in value about $12 million to investors. The defendant (the Trustee) is the trustee for those note holders pursuant to the Palandri Note Trust Deed made on 1 March 2005 (the trust deed).

2 One group of note holders, 76 or 77 in number and whose notes total a little over $3 million in value, has given or purported to give notices requiring the repayment of the amounts advanced by them. Those amounts have not been repaid. The Trustee has given a notice of default pursuant to the trust deed, in effect requiring payment of the amounts in question by about 2 January 2008. It has indicated that it proposes to take action under the trust deed, including by appointing a "Controller", if the amount in question is not repaid. It is clear that Finance cannot at present offer any meaningful prospect that the entire amount will be repaid, although it is undertaking steps to raise money both before and after 2 January 2008.

3 The plaintiffs seek interlocutory relief restraining the Trustee from proceeding to the exercise of its powers under the trust deed. They say that there are two serious questions to be tried. The first is that on the proper construction of the relevant terms of the trust deed the amounts due to the 76 or 77 note holders to whom I have referred are not yet due and payable, so that the notice of default is invalid. The second point is that the Trustee's exercise of discretion has miscarried or will miscarry, because the Trustee has failed to take into account, or (as at one stage it was put) has failed to give sufficient weight to, certain matters that the plaintiffs suggest are relevant.

4 The question of construction arises from the terms of the trust deed. By clause 2.7, each note issued by Finance "will mature on the Maturity Date in respect of that Note". By clause 2.9(a), note holders have no right to require payment before that Maturity Date.

5 The expression “Maturity Date” is defined in the Dictionary to the trust deed, set out in schedule 1, with some degree of circularity as "the date of maturity of a Note as specified in the Note Certificate". The expression "Note Certificate" is defined in the same schedule to mean "a certificate or holding statement issued by the Borrower evidencing that the person named in [it] is the holder of the principal amount of notes referred to in [it]". The definition further requires the form of the certificate to be in accordance with schedule 4 to the trust deed.

6 It is only when one goes to the pro forma note certificate in schedule 4 that one finds out what the “Maturity Date” actually is. It is expressed to be:

“Two years from the Date of Issue (Initial Term), extended by a further two years unless the Noteholder advises the Borrower in writing within 90 days of the expiry of the Initial Term that they [sic] wished to be repaid at the end of the Initial Term".

7 Returning to the dictionary, there appears to be no definition of the expression "Initial Term". However, if one refers to the prospectus dated 1 March 2005 pursuant to which the notes were offered to the public, some meaning may be inferred. In clause 2.2 of the prospectus the expression "initial term" is referred to as follows:

“The initial term of the Palandri notes is two years from the Date of Issue. The Initial Term will be automatically extended for a further 2 years unless an investor notifies Palandri Finance that they [sic] wish to have the Palandri notes repaid at the end of the Initial Term as set out in section 3".

8 Section 3.5 of the prospectus deals with maturity of the notes. It reads as follows:

3.5 Maturity
Each Palandri Note will mature on either:
(a) the expiry of the Initial Term, if the holder of the Palandri Note has given notice in writing to Palandri Finance Requesting repayment of the Palandri Note in the form prescribed by Palandri Finance from time to time, within 90 days of the expiry of the Initial Term; or
(b) in any other case, 2 years after the expiry of the Initial Term.
Each Palandri Note will be repaid at face value on maturity.

9 Thus, by reference to the wording of the pro forma certificate in schedule 4 read in conjunction with the relevant provisions of the prospectus, the initial term appears to be a term two years from the date of issue of a note. There is perhaps some confusion introduced, in particular in section 2.2 of the prospectus, by the concept of automatic extension in terms which suggest that the initial term itself extends. However, I think, one can put that aside.

10 On the first question - that of construction - the issue between the parties was whether the phrase "within 90 days of the expiry of the Initial Term" referred to a term commencing on issue of the note and expiring 90 days from the second anniversary of that issue (as the plaintiffs submitted) or referred to a term finishing on the second anniversary of issue and starting 90 days beforehand (as the Trustee submitted).

11 Bearing in mind that this is an interlocutory application, it is not necessary that I decide the question of construction. It is sufficient that I be satisfied that there is a serious question to be tried. However, where the serious question relates to a matter of law - including in this the question of construction of an agreement - the Court may decide it on an interlocutory application if it feels that it is appropriate to do so. See the decision of McLelland J in Kolback Securities Limited v Epoch Mining NL (1987) 8 NSWLR 533 at 535. Further, even if the Court feels unable to resolve the question of law, it is entitled to assess the strength of the plaintiff's case on that question of law on the construction, in determining whether to grant interlocutory relief. See his Honour's observations at 536.

12 In my view, there is a clear answer to the question of construction that is postulated. I acknowledge that I have not had the benefit of knowing all the relevant aspects of the factual matrix to which the parties might point in a contested hearing. However, neither Mr Svehla of Counsel, who appeared with Mr McPherson of Counsel for the plaintiffs, nor Mr Davis of Senior Counsel, who appeared with Mr Quayle of Counsel for the Trustee, suggested that the question of construction might be informed in some significant way by reference to a fuller understanding than I presently have of the factual matrix.

13 In this case, approaching the question of construction in accordance with the observation of Gibbs J in Australian Broadcasting Commission v Australasian Performing Right Association Limited (1973) 129 CLR 99 at 109-110, and giving due weight to the submissions as to the consequences that would follow from the adoption of one construction rather than the other, I have come to the view that the phrase "within 90 days of the expiry of the Initial Term" should be construed in the manner for which the Trustee contends.

14 There are a number of reasons why that is so. The first is based on the dictionary meaning of the preposition "within". The Oxford Australian Dictionary defines that relevantly as including "inside, enclosed or contained by", "not beyond or exceeding" and "not further off than". If the proper view of the phrase in its context is that it refers to a right subsisting up until the end of the initial term - i.e. up until the second anniversary of the issue of the note - then the ordinary meaning of the preposition "within" suggests that the period for advising Finance in writing is a period starting some 90 days before that anniversary.

15 Mr Svehla submitted that the word "within" could mean "before the end of". He relied on the decision of the Court of Appeal of the Supreme Court of the Northern Territory in Ward v Walton (1989) 66 NTR 20, and in particular on the reasoning of Asche CJ at 24. However, both that case and the cases relied upon by Asche CJ were cases where the time "within" which an action was to be taken was a time following the occurrence of a particular event, not a time terminating with the occurrence of that particular event. Thus, I do not think that his Honour's observations, and for that matter the cases on which his Honour relied, offer any particular assistance to the question of construction with which I am faced. At most, what his Honour's observations do is focus one's attention on the particular context in which the word appears, in an attempt to understand the intention, objectively ascertained, of the parties to the document in question.

16 In this case the parties intended that there should be an initial term of two years with an automatic extension for a further two years unless something should happen. That something is advice from the note holder to Finance that the note holder wants its money back at the end of the Initial Term. That is expressed in schedule 4 in future terms, "they wish to be repaid at the end of the Initial Term." The wording suggests very strongly that the notification is to be given before the expiry of the Initial Term, and that it cannot be given after that expiry. (I observe that although it was one consequence of Mr Davis ' argument that the word "within" was grammatically capable of comprehending a period of 90 days after the second anniversary of issue, he did not press for that construction and it is manifestly not available when one considers the phrase in context.)

17 That is why I have said that I think that the second anniversary of issue is the end date of the period to which the phrase "within 90 days of the expiry of the initial term" applies. If that is so, it is inevitably the case that the commencement of that period must be 90 days before the second anniversary.

18 I accept that one consequence of this construction is that Finance could be called upon on notice as short as one day to pay out a particular note holder, and risk being in default if it did not do so. I accept that the construction propounded by Mr Svehla would alleviate this potential problem. However, it was open to Finance, assuming that it understood its obligations and at least contingent liabilities, to arrange for stand-by credit to enable it to meet such repayment obligations as it might expect to suffer. That it did not do so is not to my mind something which can really bear on the proper construction of the phrase.

19 Notwithstanding those consequences, I think that the construction advanced by Mr Svehla does such violence both to the usual meaning of the preposition "within" and to the structure of the relevant provision as a whole that it cannot be accepted.

20 For those reasons, I do not think that there is a serious question to be tried on the first way in which the plaintiffs put their case.

21 Accordingly, it is necessary to turn to the second way. The way in which the plaintiffs advanced this aspect of their case changed markedly in the course of the hearing. Initially, they pointed to provisions of the trust deed whereby Finance could call a meeting of note holders, and whereby those note holders could do a number of things including, in effect, undoing any default, sanctioning any compromise or arrangement and giving directions in respect of those matters.

35.1 Borrower may call a meeting of Note Holders

The Borrower may call a meeting of the Note Holders at any time.

35.6 Powers of a meeting of Note Holders
(a) Subject to clause 35.6(b) and without limiting the rights, authorities and discretions of the Trustee under this Deed, a meeting of the Note Holders has the following powers:

(1) Power to sanction any compromise or arrangement proposed to be made between the Borrower and the Note Holders.

(2) Power to sanction or assent to any modification of this Deed or the variation or abrogation of any rights conferred by this Deed.

(3) Power to give any authority, approval, direction or request that must be given by Special Resolution under any provision of this Deed.

(4) Power to give any assent, release or waiver in respect of any breach or default by the Borrower under any of the provisions of this Deed.

(5) Power to sanction the postponement or acceleration of the repayment of any Notes Outstanding and power to sanction any other amendment of the Conditions.

(6) Power to authorise or direct the Trustee to concur in and execute any supplemental deed or other document embodying any such sanction, assent, release, waiver, direction or request.

(7) Power to sanction any scheme or reconstruction of the Borrower or for the amalgamation of the Borrower with any other company or corporation.
(8) Power to give any release in respect of anything done or omitted by the Trustee.
(9) Power to remove the Trustee.
(10) Power to approve the appointment of a new trustee in accordance with this Deed.
(b) The powers of a meeting of Note Holders set out in clause 35.6(a) may only be exercised by Special Resolution.

22 When the notice of default was served, Finance immediately exercised its power under clause 35.1 to convene a meeting of note holders. That meeting has been convened for 6 February 2008. Mr Svehla submitted, and I accept in principle, that it was not practicable to convene the meeting for an earlier time having regard to the intervention of Christmas/New Year breaks.

23 The plaintiffs pointed to the circumstance that there had been an earlier allegation of default and an earlier meeting of note holders called by Finance pursuant to clause 35.1. At that earlier meeting (held on 10 October 2007) some 95 per cent of the note holders attending the meeting (I take this to mean in person or by proxy but it does not matter) in effect required the Trustee to ignore the prior defaults of which it complained at that time. The note holders who so resolved included about 56 per cent of note holders overall.

24 Against that background, Mr Svehla submitted that it was likely that at the meeting to be held on 6 February 2008, note holders would act in the same way. He said that if the Trustee were allowed to proceed as it had suggested it would do, and appoint a Controller (in effect, receivers and managers) the rights of the note holders under 35.6 might be rendered nugatory because even if they were to resolve in effect to absolve Finance from the consequences of any default, the consequences of appointment of a Controller could not necessarily be overcome.

25 In addition, Mr Svehla pointed to what might be called the downstream consequence of appointment of a Controller, including the impact on other security given to other creditors by other members of the Palandri Group and on the proposed public offering of securities in the second plaintiff.

26 In the course of submissions, I raised with Mr Svehla how the Court could intervene to interfere with a trustee's exercise of discretion in circumstances where one or other of the well-known grounds upon which a trustee's exercise of a discretion might be vitiated was not alleged. In this context, it is worth noting that there has been no suggestion that the decision of the Trustee has been motivated by bad faith or by some ulterior or improper purpose. In those circumstances, it seemed to me, the Court could not re-exercise the discretion for the Trustee, nor could it compel the Trustee to re-exercise it.

27 Mr Svehla returned to the topic. That is what I have referred to when I said that this aspect of the case changed markedly. He referred to the affidavit of Mr Kelly, the “Director of Client Services" for the Trustee, sworn 12 December 2007. In paragraphs 11 to 36 of that affidavit, Mr Kelly referred to what he regarded as relevant matters of history. Those matters of history included what in Mr Kelly's view were other breaches of the trust deed on the part of Finance, and a report by investigating accountants, Ferrier Hodgson, who in Mr Kelly's view had indicated in substance that Finance as it then stood was insolvent. Mr Kelly referred also to the meeting of 10 October 2007, to the extended deadline for repayment of 30 November 2007 set at that meeting, and to the failure on the part of Finance to meet that extended deadline (which Mr Kelly noted was a deadline proposed by Finance and not by the Trustee).

28 Thus, Mr Kelly said in paragraph 37, the Trustee, "determined that it was appropriate for new Notices of Demand to Pay Secured Money (Demands) [presumably on behalf of each of the note holders who in the opinion of the Trustee] were entitled to redemption.” That was a reference to the 76 or 77 note holders whose claim totalled a little over $3,000,000 to whom I have referred earlier. Mr Kelly concluded that "It is clear from the material filed by Finance...that they are not immediately able to pay the amount [demanded] which the Trustee considers is due and payable...”

29 Thus, Mr Kelly said in paragraphs 38 to 40:

[38] Finance has had more than 5 months to arrange its Finances to pay these Noteholders whom are entitled to redemption. Finance was given an extension to 30 November 2007 by Noteholders at the meeting on 10 October 2007. This was a deadline which Finance proposed of its own accord and upon which date it committed to repay those Noteholders. Its failure to meet its own deadline and its failure to provide any firm or satisfactory evidence as to when repayment can reasonably be expected, has left the Trustee with no choice but to meet its obligations pursuant to the Trust Deed as set out at paragraph 6 above.
[39] The Trustee has indicated to Finance that upon expiry of the current Demands (2 January 2007), if repayment is not forthcoming, then the Trustee shall seek to appoint a Controller to secure the assets of Finance which primarily consists of its Loan Book.
[40] The Trustee does note that the principal steps undertaken to obtain financial support for the group have been undertaken by Palandri Ltd not Palandri Finance Limited and accordingly it appears that the appointment of a Controller to Palandri Finance Limited and its Loan Book should not necessarily impact the ability of Palandri Limited to continue to seek to or obtain financial support for the Palandri Group of companies.

30 Mr Svehla submitted that it was apparent from those paragraphs that the Trustee had collapsed a number of discretionary steps into one. He submitted that there were at least three steps which the Trustee was required to be considered. The first was whether or not to give the notice of demand. The second was whether or not to exercise the power to call up principal (clause 15.1 of the trust deed). The third was whether or not to exercise the power to appoint a Controller (clause 15.3 of the trust deed).

31 It is clear that the power to appoint a Controller can only be exercised if the power to call up the secured money is itself exercised under clause 15.1. I set out clauses 15.1 and 15.3 so far as they are relevant: And I shall do that in the revised version of these reasons:

15.1 When money becomes due

All or any part of the Secured Money will, at the option of the Trustee, become immediately due and payable on written demand by the Trustee to the Borrower upon the happening of any of the following Events of Default:


(a) The Borrower fails to make payment of any Secured Money in respect of the Notes when due and such failure continues for a period of 15 Business Days after the demand for that Secured Money is made by the Trustee or relevant Note Holder.

(b) Where, except for the purposes of a solvent reconstruction or amalgamation:

(1) an application to a court (other than a frivolous or vexatious application or an application which is not withdrawn stayed or otherwise rendered no longer applicable within 15 Business Days or such longer period as the Trustee may allow) or an order is made, proceedings are commenced (other than proceedings which are not withdrawn, stayed or otherwise rendered non longer applicable within 15 Business Days or such longer period as the Trustee may allow) or a resolution is passed for:
(A) the winding up, dissolution or administration of the Borrower or the Guarantor;
(B) the Borrower or the Guarantor to enter into any arrangement, compromise or composition with or assignment for the benefit of any creditors of the Borrower or the Guarantor (as the case may be), or
(C) the Borrower or the Guarantor ceases or suspends the conduct of all of its business or disposes of all of its assets or it threatens to do so
(2) with respect to any substantial part of the assets of the Borrower or the Guarantor:
(A) a controller or similar officer is appointed, or
(B) any distress, attachment or execution is levied or enforced against the Secured Property and is not satisfied within 15 Business Days or such longer period as the Trustee may allow


(3) the Borrower stops payment of its debts generally, or
(4) the Borrower asks the Trustee to appoint a Controller over the Secured Property.


(c) The Borrower or the Guarantor is in default of any of its obligations under this Deed (other than an obligation to pay money) or the Conditions and such default is not remedied within 15 Business Days after the Trustee gives the Borrower or the Guarantor written notice specifying the default and requiring it to be remedied.

(d) Circumstances exist in respect of the Borrower or the Guarantor which would oblige a court to presume the Borrower or the Guarantor is insolvent within the meaning of section 459C of the Law.

(e) The holder of any charge ranking ahead of the Borrower’s Charge exercises its security under the relevant charge.

(f) An authorisation from a relevant government body necessary to enable the Borrower or the Guarantor to carry on its principal business or activity, or the Trustee to exercise its rights under the Transaction Documents, ceases to be in full force and effect, other than the Trustee ceasing to be a trustee capable of acting as trustee for a Note issue under the Law.

(g) It becomes unlawful for the Borrower, or the Guarantor, to perform or observe any of its material obligations under a Transaction Document.

After all or any of the Secured Money becomes immediately due and payable in accordance with clause 15.1 the Trustee may by writing appoint or remove a Controller of all or part of the Secured Property and in the case of the removal, retirement or death of any such Controller may appoint another in their place. In addition to the rights and power conferred upon Controllers and mortgagees by law (including the Law) in any place where the Secured Property may be situated the following provisions will (to the full extent permitted by law) have effect:

(a) The appointment of a Controller may be made either before or after the Trustee enters into or takes possession of the Secured Property under the Borrower’s Charge.

(b) The Controller may be invested by the Trustee, with such of the powers, authorities and discretions as are conferred upon the Trustee by this Deed which could be exercised by a Controller as the Trustee considers appropriate.

(c) Unless specifically restricted by the Trustee, the Controller may exercise as Controller all the powers, discretions and authorities vested in the Trustee by this Deed and all the powers, discretions and authorities exercisable by a Controller pursuant to the Law.

(d) The Controller will in the exercise of its powers, authorities and discretions comply with any directions given by the Trustee.

(e) The Trustee may from time to time determine the remuneration of the Controller on any basis and direct payment out of the Secured Property.

(f) The Trustee may at any time require the Controller to give security for the due performance of its duties as Controller and may fix the nature and the amount of such security.

(g) Unless directed otherwise by the Trustee, all money received by the Controller will be paid to and held by the Trustee on account of the money secured by this Deed and applied or held as directed in clause 16.1.

(h) The Trustee may pay any money comprised in the Secured Property to the Controller to be applied for the purposes of this Deed and the Trustee may from time to time determine what funds the Controller must keep in hand for such purposes.

(i) The Controller will be the agent of the Borrower and the Borrower will be solely responsible for its acts and defaults and, subject to clause 15.3(e), for its remuneration.

32 In principle, I think, there is much to be said for this submission. The first step is one to be taken on the basis of a consideration of relevant material available to the Trustee at the time it falls to be taken (and excluding from consideration irrelevant material). The second step is one to be considered, on the same basis, at the time it falls to be taken (assuming that demands have been given and are not complied with). The third step again is one to be considered, on the same basis, and taken (if at all) once the precondition to its exercise is met.

33 However, it was common ground between the parties that Mr Kelly's affidavit had been framed the way it was so as to put before the Court a concrete factual situation and not merely a hypothetical exercise. I think it is fair to say that if it was no more than evidence of a possibility that (for example) the power to call-up the secured moneys might be exercised, or no more than a possibility that thereafter the power to appoint a Controller might be exercised, the Court would have been disinclined, particularly at this time of the year, to intervene too far.

34 In those circumstances, the Trustee has created a properly justiciable question. It is a little unfortunate if the Trustee should be fixed with the consequences of that in the manner, and for the reasons, now advanced by Mr Svehla.

35 But in any event, there is, I think, another answer to this point. That answer is that the Trustee has not yet taken the steps for which clauses 15.1 and 15.3 of the trust deed provide. It cannot do so until the time for the taking of those steps is reached. It has offered in open court through Senior Counsel to consider any representations that Finance (or for that matter any plaintiff) might make, as to why those powers should not be exercised.

36 As I have indicated, it is possible that Finance will come into money between now and 2 January, even if not sufficient to pay all the $3,000,000 in question. There is also evidence of steps being undertaken to raise further money. If those steps are pressed urgently, and if the Trustee is satisfied that there is a real likelihood that the amount in question can be paid without the need to appoint a Controller, there is no reason to think that it would act capriciously, and nevertheless appoint a Controller.

37 In this context, Mr Svehla asked rhetorically what it was that the Trustee could achieve through the appointment of a Controller that Finance was not itself doing. He pointed to evidence that Finance was seeking in effect to sell, or at least to raise money utilising, the loan book. He said that a Controller could do no more.

38 There may be some force in these observations, although I do not think that they should be accepted without qualification. But the answer seems to me to be that if the opportunity to exercise a power, or for that matter the duty to consider the exercise of the power, has arisen on the proper construction of the parties’ contract then it is not for the Court to rewrite that contract simply because it now seems to be more convenient that events should fall out in a different way.

39 Mr Svehla pointed also to what I have called the down-stream consequences of the action that the Trustee is contemplating. There is no doubt that they are serious. But again, they are the consequence of the parties’ bargain, as I have construed it. The fact that they may be serious is not of itself something to empower the Court to rewrite that bargain; which in essence is what would be involved in pre-empting the Trustee's exercise of discretion.

40 Further, and as to one aspect of that, it might be noted that the imminence of the Palandri initial public offering is a matter of some doubt, if a very recent letter (11 December 2007) from the managers to the plaintiffs' solicitor is considered.

41 One of the matters to which the plaintiffs pointed was that any calling up of the principal would give the Trustee the right to call on Palandri pursuant to a guarantee that it has given. The Trustee has undertaken not to do so before 7 February 2008. In my view, that undertaking alleviates the significance of this particular problem.

42 Thus, I do not think that a ground has been made out for the grant of interlocutory relief on the suggested second question to be tried.

43 There were many other matters to which the parties referred in their comprehensive submissions. The pressure of business at this time of the year has meant that I have not been able to refer to all those matters in these reasons. Nonetheless, so far as I was able to do, I have taken them into account.

44 On the view to which I have come, it is not necessary to give separate consideration to questions of balance of convenience or other discretionary factors.

45 The view to which I have come means that it is sufficient to order that the application for interlocutory relief be refused and so order. I will, however, note that upon the plaintiffs by counsel giving to the Court the usual undertaking as to damages, the defendant by senior counsel gives to the Court the undertaking set out in Exhibit RX2, which will remain with the papers.

46 For the reasons indicated in argument, I think the appropriate order to costs is that the plaintiffs pay the defendant's costs of the application and I so order. I retain RX1 and RX2. I will order that the other exhibits be handed out.

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