Common use of Portfolio Acquisition Clause in Contracts

Portfolio Acquisition. In furtherance of the provisions of --------------------- Section 2.04 hereof, the Sponsor further specifically authorizes and directs the Trustees, acting in the name and on behalf of the Trust: (a) to use all the proceeds from the sale of the TrUEPrS on each Issue Date pursuant to the TrUEPrS Subscription Agreement and the Purchase Agreement to subscribe for and purchase on such Issue Date from the U.K. Company Debt Securities with an aggregate principal amount equal to such proceeds and (1) upon the occurrence of an Exchange Event (other than an Exchange Event resulting from the redemption or Buy-Back of the ANZ Preference Shares for cash with respect to which the Exchange Rate Condition is satisfied (a "Qualifying Exchange Event")) to (A) apply the cash proceeds or the right of the Trust to receive the cash proceeds payable upon the redemption of the Debt Securities (other than the Interest Portion thereof, if any) to purchase from the U.K. Company, subject to and in accordance with the terms and conditions of the Debt Securities, as soon as possible on the Exchange Date, Jersey Preference Shares owned by the U.K. Company with an aggregate stated liquidation value equal to the aggregate principal amount of Debt Securities so redeemed and (B) distribute the Interest Portion, if any, of such cash redemption proceeds to Holders in accordance with Section 2.07(b) hereof, and (2) upon the occurrence of a Qualifying Exchange Event, to distribute the cash proceeds from the redemption of the Debt Securities to Holders in accordance with Section 2.07(b) hereof; (b) to enter into the ADRs Purchase Contract and upon the occurrence of any Exchange Event other than a Qualifying Exchange Event, (1) if the Exchange Event does not result from the redemption or Buy-Back of the ANZ Preference Shares for cash, to (A) apply the cash proceeds or the right of the Trust to receive the cash proceeds payable upon the redemption of the Jersey Preference Shares acquired as contemplated in Section 2.06(a)(1) to purchase, in accordance with and subject to the terms and conditions of the ADRs Purchase Contract, ADSs representing the ANZ Preference Shares owned by the Jersey Subsidiary with an aggregate liquidation value equal to the aggregate liquidation value of the Jersey Preference Shares so redeemed, as soon as possible on the Exchange Date, and (B) to distribute the ADSs so purchased to Holders in accordance with Section 2.07(a) hereof, or (2) if the Exchange Event results from the redemption or Buy-Back of the ANZ Preference Shares for cash and the Exchange Rate Condition is not satisfied with respect to such Exchange Event, to distribute the cash proceeds from the redemption of the Jersey Preference Shares to Holders in accordance with Section 2.07(b) hereof.

Portfolio Acquisition. In furtherance of the provisions of --------------------- Section 2.04 hereof, the Sponsor further specifically authorizes and directs the Trustees, acting in the name and on behalf of the Trust: (a) to use all the proceeds from the sale of the TrUEPrS on each Issue Date pursuant to the TrUEPrS Subscription Agreement and the Purchase Agreement to subscribe for and purchase on such Issue Date from the U.K. Company Debt Securities with an aggregate principal amount equal to such proceeds and (1) upon the occurrence of an Exchange Event (other than an Exchange Event resulting from the redemption or Buy-Back of the ANZ Preference Shares for cash with respect to which the Exchange Rate Condition is satisfied (a "Qualifying Exchange Event")) to (A) apply the cash proceeds or the right of the Trust to receive the cash proceeds payable upon the redemption of the Debt Securities (other than the Interest Portion thereof, if any) to purchase from the U.K. Company, subject to and in accordance with the terms and conditions of the Debt Securities, as soon as possible on or after the Exchange Date, Jersey Preference Shares owned by the U.K. Company with an aggregate stated liquidation value equal to the aggregate principal amount of Debt Securities so redeemed and (B) distribute the Interest Portion, if any, Portion of such cash redemption proceeds to Holders in accordance with Section 2.07(b) hereof, and (2) upon the occurrence of a Qualifying Exchange Event, to distribute the cash proceeds from the redemption of the Debt Securities to Holders in accordance with Section 2.07(b) hereof; (b) to enter into the ADRs ADSs Purchase Contract and upon the occurrence of any Exchange Event other than a Qualifying Exchange Eventand, (1) if the Exchange Event does not result from the redemption or Buy-Back of the ANZ Preference Shares for cash, to (A) apply the cash proceeds or the right of the Trust to receive the cash proceeds payable upon the redemption of the Jersey Preference Shares acquired as contemplated in Section 2.06(a)(1) to purchase, in accordance with and subject to the terms and conditions of the ADRs ADSs Purchase Contract, ADSs representing the ANZ Preference Shares owned by the Jersey Subsidiary with an aggregate liquidation value equal to the aggregate liquidation value of the Jersey Preference Shares so redeemed, as soon as possible on or after the Exchange Date, Date and (B) to distribute the ADSs so purchased to Holders in accordance with Section 2.07(a) hereof, or (2) if the Exchange Event results from the redemption or Buy-Back of the ANZ Preference Shares for cash and the Exchange Rate Condition is not satisfied with respect to such Exchange Event, to distribute the cash proceeds from the redemption of the Jersey Preference Shares to Holders in accordance with Section 2.07(b) hereof.

Portfolio Acquisition. In furtherance of the provisions of --------------------- Section 2.04 hereof, the Sponsor further specifically authorizes and directs the Trustees, acting in the name and on behalf of the Trust:, (a) to use all the proceeds from the sale of the TrUEPrS on each Issue Date pursuant to the TrUEPrS Subscription Agreement and the Purchase Agreement to subscribe for and purchase on such Issue Date from the U.K. Company Debt Securities with an aggregate principal amount equal to such proceeds and (1) upon the occurrence of an Exchange Event (other than an Exchange Event resulting from the redemption or redemption, Buy-Back or Capital Reduction of the ANZ NAB Preference Shares for cash with respect to which the Exchange Rate Condition is satisfied (a "Qualifying Exchange Event")) to (A) apply the cash proceeds or the right of the Trust to receive the cash proceeds payable upon the redemption of the Debt Securities (other than the Interest Portion thereof, if any) to purchase from the U.K. Company, subject to and in accordance with the terms and conditions of the Debt Securities, as soon as possible on or after the Exchange Date, Jersey Preference Shares owned by the U.K. Company with an aggregate stated liquidation value equal to the aggregate principal amount of Debt Securities so redeemed and (B) distribute the Interest Portion, if any, of such cash redemption proceeds to Holders in accordance with Section 2.07(b) hereof, and (2) upon the occurrence of a Qualifying Exchange Event, to distribute the cash proceeds from the redemption of the Debt Securities to Holders in accordance with Section 2.07(b) hereof; (b) to enter into the ADRs ADSs Purchase Contract and and, upon the occurrence of any Exchange Event other than a Qualifying Exchange Event, (1) if the Exchange Event does not result from the redemption or redemption, Buy-Back or Capital Reduction of the ANZ NAB Preference Shares for cash, to (A) apply the cash proceeds or the right of the Trust to receive the cash proceeds payable upon the redemption of the Jersey Preference Shares acquired as contemplated in Section 2.06(a)(1) to purchase, in accordance with and subject to the terms and conditions of the ADRs ADSs Purchase Contract, ADSs representing the ANZ Preference Shares owned by the Jersey Subsidiary with an aggregate liquidation value equal to the aggregate liquidation value of the Jersey Preference Shares so redeemed, as soon as possible on or after the Exchange Date, Date and (B) to distribute the ADSs so purchased to Holders in accordance with Section 2.07(a) hereof, or (2) if the Exchange Event results from the redemption or redemption, Buy-Back or Capital Reduction of the ANZ NAB Preference Shares for cash and the Exchange Rate Condition is not satisfied with respect to such Exchange Event, to distribute the cash proceeds from the redemption of the Jersey Preference Shares to Holders in accordance with Section 2.07(b) hereof.