Exhibit 10.2
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DATED 17 MAY 2001
KINGFISHER TRUST 2001-1G
LIQUIDITY FACILITY AGREEMENT
PERPETUAL TRUSTEE COMPANY LIMITED
("TRUSTEE")
ANZ CAPEL COURT LIMITED
("TRUST MANAGER")
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
("LIQUIDITY FACILITY PROVIDER")
MALLESONS ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Solicitors
Governor ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Telephone (▇▇ ▇) ▇▇▇▇ ▇▇▇▇
Facsimile (▇▇ ▇) ▇▇▇▇ ▇▇▇▇
DX ▇▇▇ ▇▇▇▇▇▇
Ref: SRF:BCC
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CONTENTS KINGFISHER TRUST 2001-1G
LIQUIDITY FACILITY AGREEMENT
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1 INTERPRETATION 1
2 THE LIQUIDITY FACILITY 4
3 CONDITIONS PRECEDENT 5
4 LIQUIDITY DRAWINGS 6
5 LIQUIDITY INTEREST PERIODS 7
6 INTEREST 7
7 REPAYMENT OF LIQUIDITY DRAWINGS 8
8 AVAILABILITY FEE 9
9 CANCELLATION OR REDUCTION OF THE LIQUIDITY FACILITY 9
10 CHANGED COSTS EVENT 10
11 ILLEGALITY 11
12 PAYMENTS AND TAXES 12
13 REPRESENTATIONS AND WARRANTIES 12
14 GENERAL UNDERTAKINGS BY TRUSTEE 15
15 LIQUIDITY EVENTS OF DEFAULT 16
16 NOTICES 17
17 SECURITY INTERESTS AND ASSIGNMENT 18
18 MISCELLANEOUS 18
19 LIABILITY OF TRUSTEE AND LIMITED RECOURSE 20
20 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS 21
21 COUNTERPARTS 21
22 COSTS, CHARGES, EXPENSES AND INDEMNITIES 21
23 LIQUIDITY FACILITY PROVIDER TERMINATION DATE 23
SCHEDULE 1 DRAWDOWN NOTICE (CLAUSE 4) 24
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KINGFISHER TRUST 2001-1G
LIQUIDITY FACILITY AGREEMENT
DATE: 17 May 2001
PARTIES: PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)
in its capacity as trustee of the Trust and having its
registered office at ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇, ▇▇▇▇ ("TRUSTEE")
ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having its
registered office at ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ("TRUST MANAGER")
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
(ABN 11 005 357522) having its registered office
at ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ("LIQUIDITY FACILITY PROVIDER")
1 INTERPRETATION
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1.1 The following words have these meanings in this
agreement unless the contrary intention appears.
AVAILABLE LIQUIDITY AMOUNT means on any Determination
Date an amount equal to:
(a) the Liquidity Limit on that Determination Date;
less
(b) the Liquidity Principal Outstanding on that
Determination Date.
AVAILABILITY PERIOD means the period commencing on the
Closing Date and ending on the Liquidity Facility
Termination Date.
CHANGED COSTS EVENT means:
(a) the introduction or commencement after the date of
this agreement of, or any change in, or in the
interpretation, application or administration of
the compliance by, or a change in the method of
compliance by, the Liquidity Facility Provider
with any law or regulation;
(b) the incurrence of any new Taxes (other than a Tax
on the overall net income of the Liquidity
Facility Provider); or
(c) the imposition by any regulatory authority in
respect of the Liquidity Facility Provider of any
new, or change in the imposition of any (as at the
date of this agreement) reserve requirement,
statutory reserve deposit, special deposit,
capital adequacy ratio, equity ratio, liquidity
ratio, liabilities ratio or other similar
requirement,
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whether such event results in an increase or a decrease
in the relevant amount or cost referred to in clause
10.1.
DEFINITIONS SCHEDULE means the deed entitled "Kingfisher
Master Trusts Master Definitions Schedule" dated 1
August 2000 between the Trustee, the Trust Manager and
P.T. Limited as amended by the deed entitled "Kingfisher
Master Trusts Amending Deed" dated 16 May 2001.
DRAWDOWN DATE means the date on which a drawing is or is
to be made under the Liquidity Facility, which date must
be a Payment Date in respect of the Trust.
DRAWDOWN NOTICE means a notice given in accordance with
clause 4.1.
LIQUIDITY DRAWING means a drawing made under clause 2.4
of this agreement.
LIQUIDITY EVENT OF DEFAULT has the meaning given to it
in clause 15.1.
LIQUIDITY FACILITY means the facility granted pursuant
to this agreement.
LIQUIDITY FACILITY PROVIDER TERMINATION DATE means the
date determined under clause 23.3.
LIQUIDITY FACILITY TERMINATION DATE means the earliest
of:
(a) the date which is one month after the date upon
which all Notes have been fully and finally
redeemed in full in accordance with the
Transaction Documents in respect of the Trust, and
the Trust Manager has notified the Trustee that it
does not intend that any further Notes will be
issued in respect of the Trust;
(b) the date upon which the Liquidity Facility
Provider makes a determination under clause 11;
(c) the date upon which the Trust Manager terminates
the Liquidity Facility under clause 23.1 and
clause 23.3;
(d) the date upon which the Liquidity Limit is
cancelled or reduced to zero under clause 9; and
(e) the date upon which the Liquidity Facility
Provider terminates the Liquidity Facility under
clause 15.2.
LIQUIDITY INTEREST PERIOD means each period determined
in accordance with clause 5.
LIQUIDITY INTEREST RATE means, in respect of a Liquidity
Drawing, the interest rate calculated in accordance with
clause 6.2.
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LIQUIDITY LIMIT means, at any time, the lesser of:
(a) A$33 million;
(b) the Performing Purchased Receivables Amount on the
last day of the previous Collection Period; and
(c) the amount (if any) to which the Liquidity Limit
has been reduced at that time in accordance with
clause 9.2.
LIQUIDITY PRINCIPAL OUTSTANDING means, on a
Determination Date, an amount equal to:
(a) the aggregate of all Liquidity Drawings previously
made or to be made on the immediately following
Payment Date; less
(b) any repayments or prepayments of all such
Liquidity Drawings made by the Trustee on or
before the immediately following Payment Date.
LIQUIDITY SHORTFALL has the meaning given to that term
in the relevant Supplemental Deed.
PERFORMING PURCHASED RECEIVABLES AMOUNT means, at any
time, the aggregate of:
(a) the Outstanding Balance of all Housing Loans which
comprise part of the Purchased Receivables in
respect of which no payment due from the Debtor
has been in arrears for a period of more than 90
consecutive days; and
(b) the Outstanding Balance of all Housing Loans which
comprise part of the Purchased Receivables in
respect of which a payment from the Debtor has
been in arrears for a period of more than 90
consecutive days and in respect of which a valid
claim is available under a Mortgage Insurance
Policy.
REQUIRED LIQUIDITY RATING means the short term rating
(if any) of:
(a) A-1+, in the case of S&P;
(b) F-1, in the case of Fitch;
(c) P-1, in the case of ▇▇▇▇▇'▇; or
(d) an equivalent rating in the case of another
Designated Rating Agency,
assigned to the Liquidity Facility Provider by each
Designated Rating Agency.
SUPPLEMENTAL DEED means the deed entitled "Kingfisher
Trust 2001-1G Supplemental Deed" dated on or about the
date of this agreement between, amongst others, the
Trustee and the Trust Manager.
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TRUST means the Kingfisher Trust 2001-1G.
OTHER DEFINITIONS
1.2 Unless otherwise defined in this agreement, words and
phrases defined in the Definitions Schedule or the
Supplemental Deed have the same meaning in this
agreement, with references to "this deed" being
construed as references to "this agreement". In the
event of an inconsistency between a definition in the
Definitions Schedule or the Supplemental Deed and this
agreement, the definition in this agreement prevails. In
the event of an inconsistency between a definition in
the Definitions Schedule and the Supplemental Deed, the
definition in the Supplemental Deed prevails.
INTERPRETATION
1.3 Clauses 1.2 to 1.5 (inclusive) of the Definitions
Schedule are deemed to be incorporated in this agreement
as if they were set out in full in it. Any obligation
imposed on the Trustee under this agreement is several
only.
LIMITATION
1.4 The rights and obligations of the parties under this
agreement relate only to the Trust. The Liquidity
Facility Provider has no obligation under this agreement
to provide financial accommodation to the Trustee in
respect of any other trust established under the Master
Trust Deed.
2 THE LIQUIDITY FACILITY
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LIQUIDITY FACILITY
2.1 The Liquidity Facility Provider grants to the Trustee a
loan facility in Australian dollars in respect of the
Trust in an amount equal to the Liquidity Limit. If the
Trustee wants to use the Liquidity Facility, then it may
do so by one or more requests made in accordance with
clause 4. Subject to this agreement, the Liquidity
Facility Provider agrees to provide financial
accommodation requested by the Trustee under this
agreement.
PURPOSE
2.2 The Liquidity Facility is only available to be drawn to
meet any Liquidity Shortfall in relation to the Trust.
LIQUIDITY SHORTFALL
2.3 The Liquidity Limit will be available only if and to the
extent that there is a Liquidity Shortfall on any
Determination Date.
TRUST MANAGER TO MAKE DRAWING
2.4 If, on any Determination Date during the Availability
Period, the Trust Manager determines that there is a
Liquidity Shortfall on that Determination Date, the
Trust Manager must arrange, by giving a direction to the
Trustee, for a drawing to be made under the Liquidity
Facility on the Payment Date immediately following that
Determination Date in accordance with this agreement and
equal to the lesser of:
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(a) the Liquidity Shortfall on that Determination
Date; and
(b) the Available Liquidity Amount on that
Determination Date.
LIMIT
2.5 Despite anything in this agreement, the Liquidity
Facility Provider need not provide financial
accommodation under this agreement if to do so would
result in the Liquidity Principal Outstanding exceeding
the Liquidity Limit.
TERMINATION
2.6 The Liquidity Facility will terminate on the earlier of
the Liquidity Facility Termination Date and the
Liquidity Facility Provider Termination Date.
3 CONDITIONS PRECEDENT
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FIRST DRAWDOWN NOTICE
3.1 The Trustee must not deliver the first Drawdown Notice
until the Trustee has received written notice from the
Liquidity Facility Provider that the Liquidity Facility
Provider has received the following in form and
substance satisfactory to it:
(a) (POWER OF ATTORNEY) a certified copy of the power
of attorney under which a person signs and
delivers this agreement for the Trustee and the
Trust Manager and, if applicable and required by
the Liquidity Facility Provider, evidence of its
stamping and registration;
(b) (TRANSACTION DOCUMENTS) a certified copy of each
Transaction Document executed by each of the
parties to the respective document;
(c) (REGISTRATION OF CHARGE) evidence of registration
of, or intention to register, the Deed of Charge
with the relevant Governmental Agencies; and
(d) (OPINIONS) a legal opinion addressed to the
Liquidity Facility Provider from the Trustee's
solicitors in a form and substance satisfactory to
the Liquidity Facility Provider.
LIQUIDITY DRAWINGS IN RESPECT OF A TRUST
3.2 The Liquidity Facility Provider need not make any
proposed drawing available unless:
(a) (STATEMENTS TRUE) it is reasonably satisfied that
the statements contained in the Drawdown Notice
are true at the date of the Drawdown Notice and at
the Drawdown Date;
(b) (NO LIQUIDITY EVENT OF DEFAULT) no Liquidity Event
of Default continues unremedied or would result
from the provision of the proposed drawing;
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(c) (REPRESENTATIONS AND WARRANTIES) the
representations and warranties made or deemed to
be made by the Trustee and the Trust Manager in
this agreement are true and correct as of the date
of the Drawdown Notice and the Drawdown Date;
(d) (OTHER SECURITY INTERESTS) other than in respect
of priorities granted by statute, the Liquidity
Facility Provider has not received notice from any
person that it claims to have a Security Interest
ranking in priority to or equal with the Security
Interest held for the benefit of the Liquidity
Facility Provider in accordance with the Global
Master Security Trust Deed, the Deed of Charge and
the Supplemental Deed (other than the Security
Interests set out specifically in the Global
Master Security Trust Deed, the Deed of Charge and
the Supplemental Deed and ranking in priority to
or equal with the Security Interest held for the
benefit of the Liquidity Facility Provider);
(e) (NOTES) the Notes are still in existence and have
not been redeemed or repaid in full; and
(f) (AVAILABILITY PERIOD) the Availability Period has
not expired.
CERTIFICATION
3.3 Anything required to be certified under clause 3.1 must
be certified by an Authorised Officer of the Trustee or
the Trust Manager (as applicable) as being true and
complete as at a date no earlier than the date of this
agreement.
BENEFIT OF THE LIQUIDITY FACILITY PROVIDER
3.4 The conditions precedent set out in this clause 3 are
for the benefit of the Liquidity Facility Provider and
any of them may be waived by the Liquidity Facility
Provider in its absolute discretion.
4 LIQUIDITY DRAWINGS
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USE OF LIQUIDITY FACILITY
4.1 If the Trustee on the direction of the Trust Manager
wants to use the Liquidity Facility to make a Liquidity
Drawing, it must do so only in accordance with clause
2.4 and it must give a notice to the Liquidity Facility
Provider meeting the requirements of clause 4.3
("DRAWDOWN NOTICE").
TIMING
4.2 Each Liquidity Drawing must be drawn down on a Payment
Date in respect of the Trust. Each Liquidity Drawing
must be credited to the Collection Account and applied
only in accordance with clause 15 of the Supplemental
Deed.
FORM OF NOTICE
4.3 A Drawdown Notice given under clause 4.1 must:
(a) be in or substantially in the form of Schedule 1;
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(b) be signed by an Authorised Officer of the Trustee;
(c) specify the Drawdown Date, which must be a day
which complies with clause 4.2;
(d) specify the amount of the proposed Liquidity
Drawing and its method of calculation; and
(e) be given no later than 4.00pm on the day which is
2 Business Days prior to the relevant Drawdown
Date (or such other period as may be agreed
between the Trustee, the Trust Manager and the
Liquidity Facility Provider).
EFFECTIVE
4.4 A Drawdown Notice is effective on actual receipt in
legible form by the Liquidity Facility Provider and is
irrevocable.
AGREEMENT TO MAKE LIQUIDITY DRAWING
4.5 Subject to this agreement, the Liquidity Facility
Provider agrees to deposit in the Collection Account the
amount of any Liquidity Drawing in immediately available
funds by 11.30am Melbourne time on the relevant Payment
Date.
5 LIQUIDITY INTEREST PERIODS
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INITIAL INTEREST PERIODS
5.1 The first Liquidity Interest Period in respect of a
Liquidity Drawing commences on (and includes) its
Drawdown Date and ends on (but excludes) the next
Payment Date. Each subsequent Liquidity Interest Period
will commence on (and include) a Payment Date and end on
(but exclude) the next Payment Date.
FINAL INTEREST PERIOD
5.2 A Liquidity Interest Period in respect of a Liquidity
Drawing which would otherwise end after the Final
Termination Date of the Trust ends on (but excludes)
that Final Termination Date.
6 INTEREST
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PAYMENT OF INTEREST
6.1 The Trustee agrees to pay to the Liquidity Facility
Provider interest on the daily balance of each Liquidity
Drawing from and including its Drawdown Date until the
Liquidity Drawing is repaid in full. On each Payment
Date, the Trustee will pay to the Liquidity Facility
Provider accrued interest on each Liquidity Drawing. If,
on any Payment Date, all amounts due in accordance with
this clause 6.1 are not paid in full, on each following
Payment Date the Trustee must pay so much of the amounts
as are available for that purpose in accordance with the
Supplemental Deed until such amounts are paid in full.
CALCULATION OF INTEREST
6.2 Interest is to be calculated for each Liquidity Interest
Period. Interest accrues from day to day and is to be
calculated on actual days elapsed
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and a 365 day year. Interest is payable in arrears on
each Payment Date in the manner contemplated by clause
6.1. The rate of interest paid to the Liquidity Facility
Provider in respect of a Liquidity Interest Period is
the sum of the Bank ▇▇▇▇ Rate on the first day of that
Liquidity Interest Period (rounded to 3 decimal places)
and 0.275% per annum ("LIQUIDITY INTEREST RATE").
INTEREST ON OVERDUE AMOUNTS
6.3 (a) If any payment by the Trustee on a Payment
Date under clause 6.1 is insufficient to pay the
full amount of accrued interest on each Liquidity
Drawing and any other interest due and payable
under clause 6.3(b) up to the close of the
Liquidity Interest Period just ended, such unpaid
interest will itself capitalise and bear interest
in accordance with clauses 6.1 and 6.2 of this
agreement.
(b) The Trustee agrees to pay interest on any amount
payable by it under this agreement (including
without limitation on any unpaid interest) from
when it becomes due for payment during the period
that it remains unpaid. Interest is payable at the
rate set out in clause 6.2, as if the amount is a
Liquidity Drawing having successive Liquidity
Interest Periods calculated in accordance with
clause 5. The first Liquidity Interest Period
commences on the day when the outstanding amount
becomes due for payment and each subsequent
Liquidity Interest Period commences on the day
when the preceding Liquidity Interest Period
expires.
OBLIGATION UNAFFECTED
6.4 The Trustee's obligation to pay the outstanding amount
on the date it becomes due for payment is not affected
by clause 6.3.
INTEREST FOLLOWING JUDGMENT OR ORDER
6.5 If a liability under this agreement becomes merged in a
judgment or order, then the Trustee agrees to pay
interest to the Liquidity Facility Provider on the
amount of that liability as an independent obligation.
This interest accrues from the date the liability
becomes due for payment both before and after the
judgment or order until it is paid, at a rate that is
the higher of the rate payable under the judgment or
order and the rate referred to in clause 6.3(b).
7 REPAYMENT OF LIQUIDITY DRAWINGS
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REPAYMENT OF LIQUIDITY DRAWINGS
7.1 Subject to clause 7.3, on each Payment Date, the Trustee
will repay so much of the Liquidity Principal
Outstanding under all Liquidity Drawings as there are
funds available for this purpose in accordance with
clause 15 of the Supplemental Deed. If, on any Payment
Date, all amounts due in accordance with this clause 7.1
are not paid or repaid in full, on each following
Payment Date the Trustee will pay or repay so much of
the amounts as there are funds available for that
purpose in accordance with the Supplemental Deed until
such amounts are paid or repaid in full.
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RE-DRAWING
7.2 Amounts repaid pursuant to clause 7.1 may be redrawn by
the Trustee in accordance with the terms of this
agreement.
REPAYMENT ON TERMINATION DATE
7.3 Notwithstanding clause 7.1, on or before the Liquidity
Facility Termination Date, the Trustee must repay:
(a) the Liquidity Principal Outstanding;
(b) interest accrued thereon; and
(c) all other money due under this agreement,
in each case to the extent that amounts are available
for that purpose in accordance with the Master Trust
Deed and the Supplemental Deed.
7.4 If all amounts due in accordance with clause 7.3 are not
paid or repaid in full on the Payment Date immediately
following the Liquidity Facility Termination Date, the
Trustee will repay so much of such amounts on succeeding
Payment Dates as is available for that purpose in
accordance with the Master Trust Deed and the
Supplemental Deed until all such amounts are paid or
repaid in full.
8 AVAILABILITY FEE
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8.1 The Trustee will pay to the Liquidity Facility Provider
an availability fee of 0.15% per annum on the then
un-utilised portion of the Liquidity Limit. The fee will
be:
(a) calculated and accrue daily from the first day of
the Availability Period on the basis of a 365 day
year; and
(b) paid quarterly in arrears on each Payment Date in
accordance with the Supplemental Deed.
8.2 The availability fee payable under clause 8.1 may be
varied from time to time by the Trust Manager, the
Trustee and the Liquidity Facility Provider provided
that the Trust Manager notifies each Designated Rating
Agency of the variation and receives confirmation from
each Designated Rating Agency that the variation will
not have an Adverse Rating Effect.
9 CANCELLATION OR REDUCTION OF THE LIQUIDITY FACILITY
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CANCELLATION
9.1 The Trustee may on the direction of the Trust Manager
cancel the Liquidity Facility by written notice to the
Liquidity Facility Provider if each Designated Rating
Agency has confirmed that the cancellation of the
Liquidity Facility will not have an Adverse Rating
Effect.
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REDUCTION OF LIQUIDITY LIMIT
9.2 The Trustee may on the direction of the Trust Manager
reduce the Liquidity Limit in whole or in part by
written notice to the Liquidity Facility Provider if
each Designated Rating Agency has confirmed that the
reduction of the Liquidity Limit will not have an
Adverse Rating Effect.
WHEN NOTICES EFFECTIVE
9.3 A notice given by the Trustee pursuant to either clause
9.1 or 9.2 will be effective on the day which is 3
Business Days after receipt by the Liquidity Facility
Provider (or such other period agreed between the
Trustee, the Trust Manager and the Liquidity Facility
Provider).
RATINGS DOWNGRADE
9.4 If, on a Determination Date during the Availability
Period, the Liquidity Facility Provider does not have
the Required Liquidity Rating from each Designated
Rating Agency, the Liquidity Facility Provider must
within 30 Business Days or such longer period as may be
agreed by each Designated Rating Agency:
(a) use its reasonable endeavours to procure another
person with the Required Liquidity Rating to
assume its obligations under this agreement,
notice of which must be given to each Designated
Rating Agency; or
(b) take such other steps as are agreed with each
Designated Rating Agency to ensure that there is
no Adverse Rating Effect.
10 CHANGED COSTS EVENT
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DETERMINATION
10.1 Subject to clause 19, if, as a result of a Changed Costs
Event, the Liquidity Facility Provider determines that:
(a) there is any direct or indirect change in the cost
to the Liquidity Facility Provider of providing,
agreeing to provide, maintaining its commitment to
provide, funding or maintaining financial
accommodation under this agreement;
(b) there is any direct or indirect change in any
amount received or receivable by the Liquidity
Facility Provider in the effective return to the
Liquidity Facility Provider in connection with
financial accommodation provided or to be provided
under this agreement (including, without
limitation, the return on the Liquidity Facility
Provider's overall capital which could have been
achieved but for the occurrence of the Changed
Costs Event); or
(c) the Liquidity Facility Provider is required to
make a payment or to forgo interest or other
return on or calculated by reference to an amount
received or receivable under this agreement,
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then the Trustee must on the direction of the Trust
Manager pay (if applicable) to the Liquidity Facility
Provider on the next Payment Date the additional amount
which the Liquidity Facility Provider certifies is
necessary to compensate the Liquidity Facility Provider
for the changed cost, reduction, payment or forgone
interest or other return.
INDIRECT COST
10.2 If the changed cost, reduction, payment or forgone
interest or other return is indirect, the Trustee (if
applicable) agrees to pay the Liquidity Facility
Provider the proportion of it which the Liquidity
Facility Provider determines to be fairly attributable
to the financial accommodation made available under this
agreement.
CERTIFICATE
10.3 The Liquidity Facility Provider must provide a
certificate to the Trust Manager setting out details of
the relevant Changed Costs Event and the calculations
made by the Liquidity Facility Provider to determine the
new amount payable under clause 10.1. Any such
certificate signed by the Liquidity Facility Provider as
to an amount payable by the Trustee under this clause 10
is conclusive evidence of the amount stated in it in the
absence of manifest error. In determining additional
amounts payable under this clause 10, the Liquidity
Facility Provider may use averaging and attribution
methods commonly used by financiers or any other
reasonable averaging or attribution method.
MINIMISATION
10.4 If the Liquidity Facility Provider is to receive any
additional payment under clause 10.1, the Liquidity
Facility Provider must use its best endeavours to make
the relevant advances or financial accommodation
available by some alternative means (including, without
limitation, changing its lending office or making the
advances or financial accommodation available through a
Related Entity of the Liquidity Facility Provider) which
would avoid the necessity for the additional payment or
reduce the amount of it. Nothing in this clause 10.4
affects the obligations of the Trustee under clauses
10.1 and 10.2.
11 ILLEGALITY
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11.1 If as a result of any change in a law, regulation, code
of practice or an official directive which has the force
of law or compliance with which is in accordance with
the practice of responsible bankers in the jurisdiction
concerned, or in their interpretation or administration
after the date of this agreement, the Liquidity Facility
Provider determines that it is or has become apparent
that it will become contrary to that official directive,
impossible or illegal for the Liquidity Facility
Provider to fund, provide or maintain financial
accommodation or otherwise observe its obligations under
this agreement then the Trustee, on the immediately
following Payment Date, must, to the extent that there
are funds available under clause 15 of the Supplemental
Deed to do so, prepay so much of the Liquidity Principal
Outstanding as the Liquidity Facility Provider specifies
to the Trustee in writing together with accrued interest
and other amounts payable by the Trustee under this
agreement. The Liquidity Facility Provider's
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obligations to the Trustee under this agreement
terminate on the giving of the notice.
11.2 If, on any Payment Date, all amounts due in accordance
with clause 11.1 are not paid or repaid in full, on each
following Payment Date the Trustee will pay or repay so
much of the amounts as there are funds available for
that purpose on that Payment Date in accordance with the
Supplemental Deed until such amounts are paid or repaid
in full.
12 PAYMENTS AND TAXES
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MANNER OF PAYMENT
12.1 The Trustee agrees to make payments to the Liquidity
Facility Provider under this agreement not later than
5.00pm local time in the place of payment on the due
date in immediately available funds to the account of
the Liquidity Facility Provider at the bank which the
Liquidity Facility Provider designates by prior written
notice to the Trustee. All payments must be made in
accordance with the Master Trust Deed and the
Supplemental Deed.
NO SET OFF, ETC
12.2 The Trustee agrees to make payments under this agreement
without set-off or counterclaim and free and clear of
any withholding or deduction for Taxes unless prohibited
by law.
13 REPRESENTATIONS AND WARRANTIES
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GENERAL REPRESENTATIONS AND WARRANTIES
13.1 The Trustee represents and warrants to the Liquidity
Facility Provider as follows:
(a) (INCORPORATION) it is validly incorporated and
existing under the laws pursuant to which it
purports to have been incorporated;
(b) (CORPORATE POWER) it has the corporate power to
own its assets and to carry on its business as it
is now being conducted and as proposed to be
conducted under this agreement and under each of
the Transaction Documents to which it is a party;
(c) (POWER) it has full power and authority to enter
into and perform its obligations under this
agreement and each of the Transaction Documents to
which it is a party;
(d) (ALL ACTION TAKEN) it has taken all necessary
internal corporate action to authorise the
execution, delivery and performance of this
agreement and each of the Transaction Documents to
which it is a party in accordance with their
respective terms and no additional approval or
consent of any person is required;
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(e) (VALIDITY OF OBLIGATIONS) this agreement and each
of the Transaction Documents to which it is a
party constitute legal, valid and binding
obligations of it and, subject to any necessary
stamping and registration and to doctrines of
equity and laws and defences generally affecting
creditors' rights, are enforceable in accordance
with their respective terms;
(f) (NO VIOLATION) the execution, delivery and
performance by it of this agreement and each of
the Transaction Documents to which it is a party
does not and will not violate in any respect any
material provision of:
(i) any law, regulation, authorisation, ruling,
consent, judgement, order or decree of any
Governmental Agency;
(ii) its constitution; or
(iii) any Encumbrance or document which is binding
upon it or any of its assets,
and (except in respect of the Deed of Charge) does
not and will not result in:
(iv) the creation or imposition of any
Encumbrance or restriction of any nature on
any of its assets under the provision of; or
(v) the acceleration of the date of payment of
any obligation existing under,
any Encumbrance or document which is binding upon
it or its assets;
(g) (AUTHORISATIONS) it has obtained all
Authorisations necessary for it to enter into, and
perform its obligations under, the Transaction
Documents and such Authorisations remain in full
force and effect;
(h) (CREATION OF TRUST) the Trust has been validly
created;
(i) (APPOINTMENT OF TRUSTEE) it has been validly
appointed as the trustee of the Trust;
(j) (SOLE TRUSTEE) it is the sole trustee of the
Trust;
(k) (TRUST POWER) it has power under the Transaction
Documents to enter into, perform and comply with
its obligations, and to carry out the transactions
contemplated by, this agreement;
(l) (NO REMOVAL) as far as it is aware, there are no
proceedings to remove it as trustee of the Trust;
(m) (VESTING DATE) the vesting date has not occurred
in respect of the Trust; and
14
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(n) (NO LIQUIDITY EVENT OF DEFAULT) to its knowledge
no Liquidity Event of Default or event which with
the giving of notice, lapse of time or other
applicable condition would become an Event of
Default has occurred which has not been waived or
remedied in accordance with this agreement.
13.2 The Trust Manager represents and warrants to the
Liquidity Facility Provider as follows:
(a) (INCORPORATION) it is validly incorporated and
existing under the laws pursuant to which it
purports to have been incorporated;
(b) (CORPORATE POWER) it has the corporate power to
own its assets and to carry on its business as it
is now being conducted and as proposed to be
conducted under this agreement and under each of
the Transaction Documents to which it is a party;
(c) (POWER) it has full power and authority to enter
into and perform its obligations under this
agreement and each of the Transaction Documents to
which it is a party;
(d) (ALL ACTION TAKEN) it has taken all necessary
internal corporate action to authorise the
execution, delivery and performance of this
agreement and each of the Transaction Documents to
which it is a party in accordance with their
respective terms and no additional approval or
consent of any person is required;
(e) (VALIDITY OF OBLIGATIONS) this agreement and each
of the Transaction Documents to which it is a
party constitute legal, valid and binding
obligations of it and, subject to any necessary
stamping and registration and to doctrines of
equity and laws and defences generally affecting
creditors' rights, are enforceable in accordance
with their respective terms;
(f) (NO VIOLATION) the execution, delivery and
performance by it of this agreement and each of
the Transaction Documents to which it is a party
does not and will not violate in any respect any
material provision of:
(i) any law, regulation, authorisation, ruling,
consent, judgement, order or decree of any
Governmental Agency; or
(ii) its constitution;
(g) (AUTHORISATIONS) it has obtained all
Authorisations necessary for it to enter into, and
perform its obligations under, the Transaction
Documents and such Authorisations remain in full
force and effect; and
(h) (NO LIQUIDITY EVENT OF DEFAULT) to its knowledge
no Liquidity Event of Default or event which with
the giving of notice,
15
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lapse of time or other applicable condition would
become a Liquidity Event of Default has occurred
which has not been waived or remedied in
accordance with this agreement.
REPETITION
13.3 These representations and warranties are taken to be
also made on each date upon which a Drawdown Notice is
provided and each Payment Date with reference to the
facts and circumstances then subsisting, as if made on
such day.
14 GENERAL UNDERTAKINGS BY TRUSTEE
================================================================================
14.1 The Trustee undertakes to:
(a) (ACT AS TRUSTEE) act continuously as trustee of
the Trust in accordance with the Master Trust Deed
and the Supplemental Deed until the Trust is
terminated or until it has retired or been removed
in accordance with the Master Trust Deed;
(b) (TAKE ACTIONS) do everything and take all such
actions which are necessary (including, without
limitation, obtaining all such Authorisations and
approvals as are appropriate) to ensure that it is
able to exercise all its powers and remedies and
perform all its obligations under this agreement
and any other arrangements entered by it pursuant
to the Transaction Documents to which it is party;
(c) (AUTHORISATIONS) ensure that each Authorisation
required for it to act as trustee of the Trust and
for the business of the Trust to be conducted as
now conducted or as contemplated by the
Transaction Documents, is obtained and promptly
renewed and maintained in full force and effect;
(d) (NOT AMEND) not consent to amend or revoke the
provisions of the Master Trust Deed (insofar as it
affects the Trust) or the Supplemental Deed
without the prior written consent of the Liquidity
Facility Provider (such consent not to be
unreasonably withheld or delayed); and
(e) (EVENT OF DEFAULT) notify the Liquidity Facility
Provider as soon as practicable after becoming
aware of an Event of Default or a Liquidity Event
of Default.
14.2 The Trust Manager undertakes to:
(a) (ACT AS MANAGER) act continuously as manager of
the Trust in accordance with the Master Trust Deed
and the Supplemental Deed until the Trust is
terminated or until it has retired or been removed
in accordance with the Master Trust Deed;
(b) (TAKE ACTIONS) do everything and take all such
actions which are necessary (including, without
limitation, obtaining all such Authorisations and
approvals as are appropriate) to ensure that
16
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it is able to exercise all its powers and remedies
and perform all its obligations under this
agreement and any other arrangements entered by it
pursuant to the Transaction Documents to which it
is party;
(c) (AUTHORISATIONS) ensure that each Authorisation
required for it to act as manager of the Trust and
for the business of the Trust to be conducted as
now conducted or as contemplated by the
Transaction Documents, is obtained and promptly
renewed and maintained in full force and effect;
(d) (NOT AMEND) not consent to amend or revoke the
provisions of the Master Trust Deed (insofar as it
affects the Trust) or the Supplemental Deed
without the prior written consent of the Liquidity
Facility Provider (such consent not to be
unreasonably withheld or delayed); and
(e) (EVENT OF DEFAULT) notify the Liquidity Facility
Provider as soon as practicable after becoming
aware of an Event of Default or a Liquidity Event
of Default.
15 LIQUIDITY EVENTS OF DEFAULT
================================================================================
LIQUIDITY EVENTS OF DEFAULT
15.1 A Liquidity Event of Default occurs if:
(a) (FAILURE TO PAY) the Trustee fails to pay any
amount owing under this agreement where funds are
available for that purpose under the Supplemental
Deed in the manner contemplated by this agreement,
in each case within 10 Business Days of the due
date for payment of such amount;
(b) (BREACH OF UNDERTAKING) the Trustee alters the
priority of payments under the Transaction
Documents without the consent of the Liquidity
Facility Provider or breaches any of its
undertakings under the Transaction Documents which
affect its ability to perform its obligations
thereunder and that breach has a Material Adverse
Effect in respect of the Liquidity Facility
Provider;
(c) (EVENT OF DEFAULT) an Event of Default occurs in
respect of the Supplemental Deed or the Global
Master Security Trust Deed and the Security
Trustee (acting on the instructions of the Secured
Creditors) appoints a Receiver to the Assets of
the Trust or is directed to sell or otherwise
realise the Assets of the Trust in accordance with
the Global Master Security Trust Deed and the Deed
of Charge; or
(d) (INSOLVENCY EVENT) an Insolvency Event occurs in
respect of the Trustee in its individual capacity
and the Trustee is not replaced (by either the
Trust Manager or a replacement
17
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trustee) in accordance with the Master Trust Deed
within 30 days of such Insolvency Event.
CONSEQUENCES
15.2 If a Liquidity Event of Default occurs, then the
Liquidity Facility Provider may:
(a) declare at any time that the Liquidity Principal
Outstanding, interest on the Liquidity Principal
Outstanding, and all other amounts actually or
contingently payable under this agreement are
immediately due and payable; and/or
(b) terminate the Liquidity Facility Provider's
obligations in respect of the Liquidity Facility.
The Liquidity Facility Provider may do either or both of
these things with immediate effect.
16 NOTICES
================================================================================
NOTICE
16.1 A notice, approval, consent or other communication in
connection with this agreement:
(a) may be given by an Authorised Officer of the
relevant party;
(b) must be in writing; and
(c) must be left at the address of the addressee or
sent by prepaid ordinary post to the address of
the addressee or sent by facsimile to the
facsimile number of the addressee specified below
(or as are notified by a party to each other party
on or after the date of execution of this
agreement):
TRUSTEE:
Address: ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
TRUST MANAGER:
Address: ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile: (▇▇ ▇) ▇▇▇▇ ▇▇▇▇
Attention: Manager, Primary Markets Group
LIQUIDITY FACILITY PROVIDER:
Address: ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Facsimile: (▇▇ ▇) ▇▇▇▇ ▇▇▇▇
Attention: Manager, Primary Markets Group
18
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WHEN EFFECTIVE
16.2 Unless a later time is specified in it, a notice,
approval, consent or other communication takes effect
from the time it is received.
SECURED RECEIPT
16.3 A notice, request, certificate, demand, consent or other
communication under this agreement is deemed to have
been received:
(a) where delivered in person, upon receipt;
(b) where sent by post, on the third (or seventh, if
outside Australia) day after posting; and
(c) where sent by facsimile, on production by the
dispatching facsimile machine of a transmission
report which indicates that the facsimile was sent
in its entirety to the facsimile number of the
recipient.
However, if the time of deemed receipt of any notice is
not before 4.00pm local time on a Business Day at the
address of the recipient it is deemed to have been
received at the commencement of business on the next
Business Day.
17 SECURITY INTERESTS AND ASSIGNMENT
================================================================================
Other than as contemplated by the Transaction Documents,
the Trustee may not, without the consent of the
Liquidity Facility Provider, create or allow to exist a
Security Interest over, or an interest in, this
agreement or assign or otherwise dispose of or deal with
its rights under this agreement. The Liquidity Facility
Provider at any time may do any of those things.
18 MISCELLANEOUS
================================================================================
CERTIFICATE
18.1 A certificate signed by the Liquidity Facility Provider
about a matter (including, without limitation, the
Liquidity Interest Rate in respect of a Liquidity
Drawing) or about a sum payable to the Liquidity
Facility Provider in connection with this agreement is
sufficient evidence of the matter or sum stated in the
certificate unless the matter or sum is proved to be
false.
EXERCISE OF RIGHTS
18.2 A party may exercise a right, power or remedy at its
discretion, and separately or concurrently with another
right, power or remedy. A single or partial exercise of
a right, power or remedy by the party does not prevent a
further exercise of that or an exercise of any other
right, power or remedy. Failure by the party to exercise
or delay in exercising a right, power or remedy does not
prevent its exercise. The party is not liable for any
loss caused by the exercise or attempted
19
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exercise of, failure to exercise, or delay in
exercising, the right, power or remedy.
WAIVER AND VARIATION
18.3 A provision of, or a right created under, this agreement
may not be waived or varied except in writing signed by
the party or parties to be bound.
SUPERVENING LEGISLATION
18.4 Any present or future legislation which operates to vary
the obligations of the Trustee in connection with this
agreement with the result that the Liquidity Facility
Provider's rights, powers or remedies are adversely
affected (including, without limitation, by way of delay
or postponement) is excluded except to the extent that
its exclusion is prohibited or rendered ineffective by
law.
APPROVALS AND CONSENT
18.5 The Liquidity Facility Provider may give (conditionally
or unconditionally) or withhold its approval or consent
in its absolute discretion unless this agreement
expressly provides otherwise.
REMEDIES CUMULATIVE
18.6 The rights, powers and remedies provided in this
agreement are cumulative with, and not exclusive of, the
rights, powers or remedies provided by law independently
of this agreement.
INDEMNITIES
18.7 Each indemnity in this agreement is a continuing
obligation, separate and independent from the other
obligations of the Trustee and survives termination of
this agreement.
It is not necessary for the Liquidity Facility Provider
to incur expense or make payment before enforcing a
right of indemnity conferred by this agreement.
TIME OF THE ESSENCE
18.8 Time is of the essence of this agreement in respect of
an obligation of the Trustee to pay money.
FURTHER ASSURANCES
18.9 At the Liquidity Facility Provider's request the Trustee
must, at the expense of the Trust:
(a) execute and use its best endeavours to cause its
successors to execute documents and do everything
else necessary or appropriate to bind the Trustee
and its successors under this agreement; and
(b) use its best endeavours to cause relevant third
parties to do likewise to bind every person
intended to be bound under this agreement.
20
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19 LIABILITY OF TRUSTEE AND LIMITED RECOURSE
================================================================================
19.1 The Trustee enters into this agreement only in its
capacity as trustee of the Trust and in no other
capacity. A liability incurred by the Trustee acting in
its capacity as trustee of the Trust arising under or in
connection with this agreement is limited to and can be
enforced against the Trustee only to the extent to which
it can be satisfied out of Assets of the Trust out of
which the Trustee is actually indemnified for the
liability. This limitation of the Trustee's liability
applies despite any other provision of this agreement
(other than clause 19.3) and extends to all liabilities
and obligations of the Trustee in any way connected with
any representation, warranty, conduct, omission,
agreement or transaction related to this agreement.
CLAIMS AGAINST TRUSTEE
19.2 The parties other than the Trustee may not ▇▇▇ the
Trustee in any capacity other than as trustee of the
Trust, including seeking the appointment of a receiver
(except in relation to the Assets of the Trust) or a
liquidator, an administrator or any similar person to
the Trustee or prove in any liquidation, administration
or arrangements of or affecting the Trustee (except in
relation to the Assets of the Trust).
EXCLUSIONS
19.3 The provisions of this clause 19 limiting the Trustee's
liability will not apply to any obligation or liability
of the Trustee to the extent that it is not satisfied
because under this agreement or any other Transaction
Document in relation to the Trust or by operation of law
there is a reduction in the extent of the Trustee's
indemnification out of the Assets of the Trust as a
result of the Trustee's fraud, gross negligence or
wilful default.
ACTS OR OMISSIONS
19.4 It is acknowledged that the Relevant Parties are
responsible under this agreement and the other
Transaction Documents in relation to the Trust for
performing a variety of obligations relating to the
Trust. No act or omission of the Trustee (including any
related failure to satisfy its obligations or breach of
representation and warranty under this agreement) will
be considered fraud, gross negligence or wilful default
for the purpose of clause 19.3 if and to the extent the
act or omission was caused or contributed to by any
failure by the Relevant Parties or any other person
appointed by the Trustee under any Transaction Document
(other than a person whose acts or omissions the Trustee
is liable for in accordance with any Transaction
Document) to fulfil its obligations relating to the
Trust or by any other act or omission of the Relevant
Parties or any other such person regardless of whether
or not the act or omission is purported to be done on
behalf of the Trustee.
19.5 No attorney, agent, receiver or receiver and manager
appointed in accordance with this agreement or any other
Transaction Document has authority to act on behalf of
the Trustee in a way that exposes the Trustee to any
personal liability, and no act or omission of any such
person will be considered fraud, gross negligence or
wilful default of the Trustee for the purpose of clause
19.3.
21
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19.6 The Trustee is not obliged to do anything or refrain
from doing anything under or in connection with this
agreement (including incur a liability) unless the
Trustee's liability is limited in the same manner as set
out in this clause.
20 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
================================================================================
GOVERNING LAW
20.1 This agreement is governed by the law in force in New
South Wales.
SUBMISSION TO JURISDICTION
20.2 Each party irrevocably and unconditionally submits to
the non-exclusive jurisdiction of the courts of New
South Wales and courts of appeal from them. Each party
waives any right it has to object to an action being
brought in those courts including, without limitation,
by claiming that the action has been brought in an
inconvenient forum or that those courts do not have
jurisdiction.
ADDRESS FOR SERVICE
20.3 Without preventing any other mode of service, any
document in an action (including, without limitation,
any writ of summons or other originating process or any
third or other party notice) may be served on any party
by being delivered to or left for that party at its
address for service of notices under clause 16.
21 COUNTERPARTS
================================================================================
This agreement may consist of a number of counterparts
and the counterparts taken together constitute one and
the same instrument.
22 COSTS, CHARGES, EXPENSES AND INDEMNITIES
================================================================================
22.1 The Trustee will indemnify the Liquidity Facility
Provider on each Payment Date following a demand from
the Liquidity Facility Provider for:
(a) the costs, charges and expenses of the Liquidity
Facility Provider in connection with any consent,
approval, exercise or non-exercise of rights
(including, without limitation, in connection with
the contemplated or actual enforcement or
preservation of any rights under any Transaction
Document), waiver, variation, release or discharge
in relation to any Transaction Document;
(b) Taxes (excluding any Taxes on the overall net
income of the Liquidity Facility Provider) and
fees (including, without limitation, registration
fees) and fines and penalties in respect of these
(except where any such amount is incurred as a
result of an act or omission of the Liquidity
Facility Provider), which may be payable or
determined to be payable in connection with any
Transaction Document or a payment or receipt or
any
22
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other transaction contemplated by any Transaction
Document; and
(c) costs, charges and expenses of the Liquidity
Facility Provider in connection with any enquiry
by any authority involving the Trustee, any
Secured Creditor or any of their Related Entities.
22.2 The Trustee will indemnify the Liquidity Facility
Provider against any liability or loss arising from, and
any costs, charges and expenses incurred in connection
with:
(a) an Event of Default in respect of the Trust or any
Liquidity Event of Default;
(b) a proposed Liquidity Drawing not being applied in
accordance with the relevant Drawdown Notice for
any reason;
(c) any payment required to be made under any
Transaction Document not being made on its due
date in accordance with that document;
(d) the Liquidity Facility Provider acting in
connection with a Transaction Document in good
faith on facsimile or telephone instructions
purporting to originate from the offices of the
Trustee including, without limitation, liability,
loss, costs, charges or expenses on account of
funds borrowed, contracted for or used to fund any
amount payable under the Transaction Document and
including, in each case (but without limitation),
legal costs and expenses on a full indemnity basis
or solicitor and own client basis, whichever is
the higher; or
(e) a breach by the Trustee of any representation and
warranty contained in clause 13 of this agreement
or of any of its obligations under this agreement.
22.3 The Trustee agrees to pay to the Liquidity Facility
Provider an amount equal to any liability, loss, cost,
charge or expense of the kind referred to in clause 22.2
suffered or incurred by any employee, officer, agent or
contractor of the Liquidity Facility Provider.
22.4 The obligation of the Trustee under this clause shall:
(a) be payable solely to the extent that funds are
available for that purpose under the Supplemental
Deed; and
(b) survive any termination of this agreement.
22.5 The indemnities in clauses 22.1, 22.2 and 22.3 do not
extend to any liability, loss, cost, charge or expense
that is finally and judicially determined to result from
any negligence, wilful default or breach of law by the
Liquidity Facility Provider.
22.6 If the Liquidity Facility Provider receives written
notice of any act, matter or thing which may give rise
to a liability, loss, cost, charge or expense in
relation to which the Trustee would be required to
23
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indemnify it under clauses 22.1, 22.2 or 22.3, the
Liquidity Facility Provider will notify the Trustee of
that act, matter or thing giving such details as it is
practicable to give as soon as it is reasonably
practicable and in any event within 5 Business Days of
it coming to its attention, provided that failure to do
so will not result in any loss or reduction in the
indemnity contained in clauses 22.1, 22.2 or 22.3 unless
the Trustee has been prejudiced in any material respect
by such failure.
23 LIQUIDITY FACILITY PROVIDER TERMINATION DATE
================================================================================
23.1 Subject to clause 23.2, the Trust Manager may by giving
not less than 5 Business Days notice to the Liquidity
Facility Provider and the Trustee, declare a Payment
Date as the date upon which:
(a) the Liquidity Facility Provider will be replaced
by a substitute Liquidity Facility Provider; and
(b) the Liquidity Facility will terminate.
23.2 On or before the declaration of the Payment Date by the
Trust Manager in accordance with clause 23.1, the Trust
Manager must obtain written confirmation from each
Designated Rating Agency that the termination of the
Liquidity Facility and the appointment of the proposed
substitute Liquidity Facility Provider on that Payment
Date will not result in an Adverse Rating Effect.
23.3 The Liquidity Facility Provider Termination Date will be
the later of:
(a) the Payment Date declared in accordance with
clause 23.1; and
(b) the date upon which the Trustee has paid or repaid
to the Liquidity Facility Provider all Liquidity
Drawings outstanding on the Payment Date declared
in accordance with clause 23.1 together with all
accrued but unpaid interest and all other money
outstanding under this agreement.
EXECUTED as an agreement.
24
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SCHEDULE 1 DRAWDOWN NOTICE (CLAUSE 4)
================================================================================
To: Australia and New Zealand Banking Group Limited
[DATE]
Dear Sirs/Madams
LIQUIDITY FACILITY AGREEMENT BETWEEN PERPETUAL TRUSTEE
COMPANY LIMITED, ANZ CAPEL COURT LIMITED AND AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED DATED [#]
("LIQUIDITY FACILITY AGREEMENT")
The Trustee gives notice under clause 4.1 of the
Liquidity Facility Agreement that it wants to use the
Liquidity Facility granted in respect of the Kingfisher
Trust 2001-1G ("TRUST").
The particulars of the Liquidity Drawing required to be
given under clause 4.3 of the Liquidity Facility
Agreement are as follows:
(a) the proposed Drawdown Date is [ ];
(b) the Liquidity Drawing is to be made in respect of
the Trust;
(c) the amount of the proposed Liquidity Drawing is
$[ ] and its method of calculation is as
follows:
[ ]; and
(d) the proposed Liquidity Drawing is to be paid into
the Collection Account.
A term which has a defined meaning in (or is
incorporated in) the Liquidity Facility Agreement has
the same meaning as in the Liquidity Facility Agreement
when used in this Drawdown Notice.
Yours faithfully
.................................
[name of person]
being an Authorised Officer of
PERPETUAL TRUSTEE COMPANY LIMITED
--------------------------------------------------------------------------------
EXECUTION PAGE
--------------------------------------------------------------------------------
SIGNED by )
as attorney for PERPETUAL TRUSTEE COMPANY LIMITED )
under power of attorney dated )
)
in the presence of: )
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness ) ................................................
) By executing this agreement the attorney states
.......................................... ) that the attorney has received no notice of
Occupation of witness ) revocation of the power of attorney
)
SIGNED by )
on behalf of ANZ CAPEL COURT LIMITED in the )
presence of: )
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
) ................................................
................................................ ) By executing this agreement the signatory
Address of witness ) states that the signatory has received no
) notice of revocation of the authority under
.......................................... ) which this agreement is executed
Occupation of witness )
26
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SIGNED by )
as attorney for AUSTRALIA AND NEW ZEALAND BANKING )
GROUP LIMITED under power of attorney dated )
)
in the presence of: )
)
................................................ )
Signature of witness )
)
................................................ )
Name of witness (block letters) )
)
................................................ )
Address of witness ) ................................................
) By executing this agreement the attorney states
.......................................... ) that the attorney has received no notice of
Occupation of witness ) revocation of the power of attorney
)
