Exhibit 10.3
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DATED 17 MAY 2001
KINGFISHER TRUST 2001-1G
REDRAW FACILITY AGREEMENT
PERPETUAL TRUSTEE COMPANY LIMITED
("TRUSTEE")
ANZ CAPEL COURT LIMITED
("TRUST MANAGER")
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
("REDRAW FACILITY PROVIDER")
MALLESONS XXXXXXX XXXXXX
Solicitors
Governor Xxxxxxx Xxxxx
0 Xxxxxx Xxxxx
Xxxxxx XXX 0000
Telephone (00 0) 0000 0000
Facsimile (00 0) 0000 0000
DX 000 Xxxxxx
Ref: SRF:BCC
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CONTENTS KINGFISHER TRUST 2001-1G
REDRAW FACILITY AGREEMENT
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1 INTERPRETATION 1
2 THE REDRAW FACILITY 3
3 CONDITIONS PRECEDENT 5
4 REDRAW DRAWINGS 6
5 INTEREST PERIODS 7
6 INTEREST 7
7 REPAYMENT OF REDRAW DRAWINGS 8
8 AVAILABILITY FEE 9
9 CANCELLATION OR REDUCTION OF THE REDRAW FACILITY 9
10 CHANGED COSTS EVENT 10
11 ILLEGALITY 11
12 PAYMENTS AND TAXES 11
13 REPRESENTATIONS AND WARRANTIES 12
14 GENERAL UNDERTAKINGS BY TRUSTEE 14
15 REDRAW EVENTS OF DEFAULT 15
16 NOTICES 16
17 SECURITY INTERESTS AND ASSIGNMENT 17
18 MISCELLANEOUS 18
19 LIABILITY OF TRUSTEE AND LIMITED RECOURSE 19
20 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS 20
21 COUNTERPARTS 20
22 COSTS, CHARGES, EXPENSES AND INDEMNITIES 20
23 REDRAW FACILITY PROVIDER TERMINATION DATE 22
SCHEDULE 1 DRAWDOWN NOTICE (CLAUSE 4) 23
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KINGFISHER TRUST 2001-1G
REDRAW 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 Xxxxx 0, 00
Xxxxxx Xxxxxx, Xxxxxx, XXX 0000 ("TRUSTEE")
ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having its
registered office at Xxxxx 00, 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxx, 0000 ("TRUST MANAGER")
AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (ABN 11
005 357 522) having its registered office at Xxxxx 0,
000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx, 0000 ("REDRAW
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 REDRAW AMOUNT means, on a Determination Date,
an amount equal to:
(a) the Redraw Limit on that Determination Date; less
(b) the Redraw Principal Outstanding on that
Determination Date.
AVAILABILITY PERIOD means the period commencing on the
Closing Date and ending on the Redraw 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 Redraw 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 Redraw Facility
Provider); or
(c) the imposition by any regulatory authority in
respect of the Redraw 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,
whether such event results in an increase or a decrease
in the relevant amount or cost referred to in clause
10.1.
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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 Redraw 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.
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.
REDRAW DRAWING means a drawing made under the Redraw
Facility.
REDRAW EVENT OF DEFAULT has the meaning given to it in
clause 15.1.
REDRAW FACILITY means the facility granted pursuant to
this agreement.
REDRAW FACILITY TERMINATION DATE means the earliest of:
(a) the Scheduled Termination Date;
(b) the date upon which the Redraw Facility Provider
makes a determination under clause 11.1;
(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 Redraw Limit is cancelled
or reduced to zero under clause 9; and
(e) the date upon which the Redraw Facility Provider
terminates the Redraw Facility under clause 15.2.
REDRAW FACILITY PROVIDER TERMINATION DATE means the date
determined under clause 23.3.
REDRAW INTEREST PERIOD means each period determined in
accordance with clause 5.
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REDRAW INTEREST RATE means, in respect of a Redraw
Drawing, the interest rate calculated in accordance with
clause 6.2.
REDRAW LIMIT means, at any time, the lesser of:
(a) $40 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 Redraw Limit has
been reduced to at that time in accordance with
clause 9.2.
SCHEDULED TERMINATION DATE means the date which is 364
days after the date of this agreement or such later date
as is specified by the Redraw Facility Provider under
clause 2.7.
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, the Trust Manager and the Unitholders.
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 each reference to "this deed" being
construed as a reference 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.
LIMITATION
1.4 The rights and obligations of the parties under this
agreement relate only to the Trust. The Redraw 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 REDRAW FACILITY
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REDRAW FACILITY
2.1 The Redraw Facility Provider grants to the Trustee a
loan facility in Australian dollars in respect of the
Trust in an amount equal to the Redraw Limit. If the
Trustee wants to use the Redraw Facility, then it may do
so by one or more requests made in accordance with
clause 4. Subject to this agreement, the Redraw Facility
Provider agrees to
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provide financial accommodation requested by the Trustee
under this agreement.
PURPOSE
2.2 The Redraw Facility is only available to be drawn to
meet any Redraw Shortfall in relation to the Trust.
REDRAW SHORTFALL
2.3 The Redraw Limit will be available only if and to the
extent that there is a Redraw 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
Redraw Shortfall on that Determination Date, the Trust
Manager must arrange, by giving a direction to the
Trustee, for a Redraw Drawing to be made under the
Redraw Facility on the immediately following Payment
Date in accordance with this agreement and equal to the
lesser of:
(a) the Redraw Shortfall on that Determination Date;
and
(b) the Available Redraw Amount on that Determination
Date.
LIMIT
2.5 Despite anything in this agreement, the Redraw Facility
Provider need not provide financial accommodation under
this agreement if to do so would result in the Redraw
Principal Outstanding exceeding the Redraw Limit.
TERMINATION
2.6 The Redraw Facility will terminate on the earlier of the
Redraw Facility Termination Date and the Redraw Facility
Provider Termination Date.
EXTENSION
2.7
(a) Not less than 90 days before the then Scheduled
Termination Date, the Trust Manager may deliver a
notice in writing to the Redraw Facility Provider
(with a copy to the Trustee) requesting the Redraw
Facility Provider to extend the Scheduled
Termination Date.
(b) Following the receipt by the Redraw Facility
Provider of the notice referred to in (a) above
and prior to the Scheduled Termination Date, the
Redraw Facility Provider may, in its absolute
discretion, send the Trustee a notice in writing
(copied to the Trust Manager) extending the then
Scheduled Termination Date to a later date, such
date not to be more than 364 days after the date
of the notice.
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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
Redraw Facility Provider that the Redraw 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 Redraw 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 Redraw
Facility Provider from the Trustee's solicitors in
a form and substance satisfactory to the Redraw
Facility Provider.
DRAWINGS IN RESPECT OF A TRUST
3.2 The Redraw 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 REDRAW EVENT OF DEFAULT) no Redraw Event of
Default continues unremedied or would result from
the provision of the proposed drawing;
(c) (REPRESENTATIONS AND WARRANTIES) the
representations and warranties made or deemed to
be made by the Trustee and the Trust Manager in
any Transaction Document 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 Redraw
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 Redraw
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
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Security Interest held for the benefit of the
Redraw 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 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 REDRAW FACILITY PROVIDER
3.4 The conditions precedent set out in this clause 3 are
for the benefit of the Redraw Facility Provider and any
of them may be waived by the Redraw Facility Provider in
its absolute discretion.
4. REDRAW DRAWINGS
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USE OF REDRAW FACILITY
4.1 If the Trustee on the direction of the Trust Manager
wants to use the Redraw Facility to make a Redraw
Drawing, it must do so only in accordance with clause
2.4 and it must give a notice to the Redraw Facility
Provider meeting the requirements of clause 4.3
("DRAWDOWN NOTICE").
TIMING
4.2 Each Redraw Drawing must be drawn down on a Payment Date
in respect of the Trust. Each Redraw 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;
(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 Redraw 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 Payment Date
(or such other period as may be agreed between the
Trustee, the Trust Manager and the Redraw Facility
Provider).
EFFECTIVE
4.4 A Drawdown Notice is effective on actual receipt in
legible form by the Redraw Facility Provider and is
irrevocable.
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AGREEMENT TO MAKE REDRAW DRAWING
4.5 Subject to this agreement, the Redraw Facility Provider
agrees to deposit in the Collection Account the amount
of any Redraw Drawing in immediately available funds by
11.30am Melbourne time on the relevant Payment Date.
5 INTEREST PERIODS
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INITIAL INTEREST PERIODS
5.1 The first Redraw Interest Period in respect of a Redraw
Drawing commences on (and includes) its Drawdown Date
and ends on (but excludes) the next Payment Date. Each
subsequent Redraw 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 Redraw Interest Period in respect of a Redraw 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 Redraw Facility
Provider interest on the daily balance of each Redraw
Drawing from and including its Drawdown Date until the
Redraw Drawing is repaid in full. On each Payment Date,
the Trustee will pay to the Redraw Facility Provider
accrued interest on each Redraw 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 Redraw Interest
Period. Interest accrues from day to day and is to be
calculated on actual days elapsed and a 365 day year.
Interest is payable quarterly in arrears on each Payment
Date in the manner contemplated by clause 6.1. The rate
of interest paid to the Redraw Facility Provider in
respect of a Redraw Interest Period is the sum of the
Bank Xxxx Rate on the first day of that Redraw Interest
Period (rounded to 3 decimal places) and 0.275% per
annum ("REDRAW 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 Redraw Drawing
and any other interest due and payable under
clause 6.3(b) up to the close of the Redraw
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.
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(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
Redraw Drawing having successive Redraw Interest
Periods calculated in accordance with clause 5.
The first Redraw Interest Period commences on the
day when the outstanding amount becomes due for
payment and each subsequent Redraw Interest Period
commences on the day when the preceding Redraw
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 Redraw 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 REDRAW DRAWINGS
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REPAYMENT OF REDRAW DRAWINGS
7.1 Subject to clause 7.3, on each Payment Date, the Trustee
will repay to the Redraw Facility Provider so much of
the Redraw Principal Outstanding as there are funds
available for this purpose for that Payment Date in
accordance with clause 15 of the Supplemental Deed.
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 Redraw
Facility Termination Date, the Trustee must repay:
(a) the Redraw 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 Redraw Facility Termination Date, the
Trustee will repay so much of such amounts on succeeding
Payment Dates as is available for that purpose in
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accordance with the Master Trust Deed and the
Supplemental Deed until all such amounts are paid or
repaid in full.
7.5 A Carryover Principal Charge-Off made under clause
15.15(b)(ii) of the Supplemental Deed reduces the amount
of the Redraw Principal Outstanding from the date on
which the Carryover Principal Charge-Off applicable to
the Redraw Facility is made by the amount of the
Carryover Principal Charge-Off.
8 AVAILABILITY FEE
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8.1 The Trustee will pay to the Redraw Facility Provider an
availability fee of 0.15% per annum on the then
un-utilised portion of the Redraw Limit. The fee will
be:
(a) calculated and accrue daily from the Closing Date
on the basis of a 365 day year; and
(b) paid quarterly in arrears on each Payment Date in
accordance with clause 15 of 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 Redraw 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 REDRAW FACILITY
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CANCELLATION
9.1
(a) Subject to paragraph (b), the Trustee may on the
direction of the Trust Manager cancel the Redraw
Facility by written notice to the Redraw Facility
Provider.
(b) The cancellation referred to in paragraph (a) will
only be effective if each Designated Rating Agency
has confirmed that the cancellation of the Redraw
Facility will not have an Adverse Rating Effect,
unless all of the Notes have been or will be
redeemed on or before the date such cancellation
is to take effect in which case no such
confirmation is necessary.
REDUCTION OF REDRAW LIMIT
9.2 The Trustee may on the direction of the Trust Manager
reduce the Redraw Limit in whole or in part by written
notice to the Redraw Facility Provider and must notify
each Designated Rating Agency of the reduction.
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
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Redraw Facility Provider (or such other period agreed
between the Trustee, the Trust Manager and the Redraw
Facility Provider).
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 Redraw Facility Provider determines that:
(a) there is any direct or indirect change in the cost
to the Redraw 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 Redraw
Facility Provider in the effective return to the
Redraw Facility Provider in connection with
financial accommodation provided or to be provided
under this agreement (including, without
limitation, the return on the Redraw Facility
Provider's overall capital which could have been
achieved but for the occurrence of the Changed
Costs Event); or
(c) the Redraw 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,
then the Trustee must on the direction of the Trust
Manager pay (if applicable) to the Redraw Facility
Provider on the next Payment Date the additional amount
which the Redraw Facility Provider certifies is
necessary to compensate the Redraw 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 Redraw Facility Provider
the proportion of it which the Redraw Facility Provider
determines to be fairly attributable to the financial
accommodation made available under this agreement.
CERTIFICATE
10.3 The Redraw 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
Redraw Facility Provider to determine the new amount
payable under clause 10.1. Any such certificate signed
by the Redraw 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 Redraw Facility
Provider may use averaging and attribution methods
commonly used by financiers or any other reasonable
averaging or attribution method.
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MINIMISATION
10.4 If the Redraw Facility Provider is to receive any
additional payment under clause 10.1, the Redraw
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 Redraw 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 Redraw Facility
Provider determines that it is or has become apparent
that it will become contrary to that official directive,
impossible or illegal for the Redraw 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 Principal
Collections available on that Payment Date, prepay so
much of the Redraw Principal Outstanding as the Redraw
Facility Provider specifies to the Trustee in writing
together with accrued interest and other amounts payable
by the Trustee under this agreement. The Redraw Facility
Provider's 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 Redraw
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 Redraw Facility Provider at the bank which the
Redraw 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.
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REPRESENTATIONS AND WARRANTIES
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GENERAL REPRESENTATIONS AND WARRANTIES
13.1 The Trustee represents and warrants to the Redraw
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; 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
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(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) (NO REDRAW EVENT OF DEFAULT) to its knowledge no
Redraw Event of Default or event which with the
giving of notice, lapse of time or other
applicable condition would become a Redraw Event
of Default has occurred which has not been waived
or remedied in accordance with this agreement;
(i) (CREATION OF TRUST) the Trust has been validly
created;
(j) (APPOINTMENT OF TRUSTEE) it has been validly
appointed as the trustee of the Trust;
(k) (SOLE TRUSTEE) it is the sole trustee of the
Trust;
(l) (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;
(m) (NO REMOVAL) as far as it is aware, there are no
proceedings to remove it as trustee of the Trust;
and
(n) (VESTING DATE) the vesting date has not occurred
in respect of the Trust.
13.2 The Trust Manager represents and warrants to the Redraw
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
14
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and no additional approval or consent of any
person is required;
(e) (VALIDITYOF 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 REDRAW EVENT OF DEFAULT) to its knowledge no
Redraw Event of Default or event which with the
giving of notice, lapse of time or other
applicable condition would become a Redraw 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;
15
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(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 Redraw
Facility Provider (such consent not to be
unreasonably withheld or delayed); and
(e) (EVENT OF DEFAULT) notify the Redraw Facility
Provider as soon as practicable after becoming
aware of an Event of Default or a Redraw Event of
Default.
14.2 The Trust Manager undertakes to:
(a) (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;
(b) (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;
(c) (EVENT OF DEFAULT) notify the Redraw Facility
Provider as soon as practicable after becoming
aware of an Event of Default or a Redraw Event of
Default;
(d) (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; and
(e) (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 Redraw
Facility Provider (such consent not to be
unreasonably withheld or delayed).
15 REDRAW EVENTS OF DEFAULT
================================================================================
REDRAW EVENTS OF DEFAULT
15.1 A Redraw 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
16
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purpose under the Supplemental Deed in the manner
contemplated by this agreement, 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 Redraw
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 Redraw Facility Provider;
(c) (EVENT OF DEFAULT) an Event of Default occurs in
respect of the Trust 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 capacity as trustee
of the Trust and the Trustee is not replaced (by
either the Trust Manager or a replacement trustee)
in accordance with the Master Trust Deed within 30
days of such Insolvency Event.
CONSEQUENCES
15.2 If a Redraw Event of Default occurs, then the Redraw
Facility Provider may:
(a) declare at any time that the Redraw Principal
Outstanding, interest on the Redraw Principal
Outstanding, and all other amounts actually or
contingently payable under this agreement are
immediately due and payable; and/or
(b) terminate the Redraw Facility Provider's
obligations in respect of the Redraw Facility.
The Redraw 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
17
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below (or as are notified by a party to each
other party on or after the date of execution of
this agreement):
TRUSTEE:
Address: Xxxxx 0
00 Xxxxxx Xxxxxx
Xxxxxx XXX 0000
Facsimile: (00 0) 0000 0000
Attention: Manager, Securitisation
TRUST MANAGER:
Address: Xxxxx 0, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx XXX 0000
Facsimile: (00 0) 0000 0000
Attention: Manager, Primary Markets Group
REDRAW FACILITY PROVIDER:
Address: Xxxxx 0, 000 Xxxxxxx Xxxxxx
Xxxxxxxxx XXX 0000
Facsimile: (00 0) 0000 0000
Attention: Manager, Primary Markets Group
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 Redraw
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
18
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agreement. The Redraw Facility Provider at any time may
do any of those things.
18 MISCELLANEOUS
================================================================================
CERTIFICATE
18.1 A certificate signed by the Redraw Facility Provider
about a matter (including, without limitation, the
Redraw Interest Rate in respect of a Redraw Drawing) or
about a sum payable to the Redraw 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 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 Redraw 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 Redraw 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 Redraw
Facility Provider to incur expense or make payment
before enforcing a right of indemnity conferred by this
agreement.
19
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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 Redraw 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.
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 xxx 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
20
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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.
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 Redraw Facility Provider
on each Payment Date following a demand from the Redraw
Facility Provider for:
21
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(a) the costs, charges and expenses of the Redraw
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 Redraw 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 Redraw
Facility Provider), which may be payable or
determined to be payable in connection with any
Transaction Document or a payment or receipt or
any other transaction contemplated by any
Transaction Document; and
(c) costs, charges and expenses of the Redraw 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 Redraw 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
Redraw Event of Default;
(b) a proposed Redraw 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 Redraw 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 13.1 of this
agreement or of any of its obligations under this
agreement.
22.3 The Trustee agrees to pay to the Redraw 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 Redraw Facility Provider.
22
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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
Redraw Facility Provider.
22.6 If the Redraw 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 indemnify it
under clauses 22.1, 22.2 or 22.3, the Redraw 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 REDRAW 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 Redraw
Facility Provider and the Trustee, declare a Payment
Date as the date upon which:
(a) the Redraw Facility Provider will be replaced by a
substitute Redraw Facility Provider; and
(b) the Redraw 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 the
Designated Rating Agencies that the termination of the
Redraw Facility and the appointment of the proposed
substitute Redraw Facility Provider on that Payment Date
will not result in an Adverse Rating Effect.
23.3 The Redraw 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 Redraw Facility Provider all Redraw
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.
23
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SCHEDULE 1 DRAWDOWN NOTICE (CLAUSE 4)
================================================================================
To: Australia and New Zealand Banking Group Limited
[DATE]
Dear Sirs/Madams
REDRAW FACILITY AGREEMENT BETWEEN PERPETUAL TRUSTEE
COMPANY LIMITED, ANZ CAPEL COURT LIMITED AND AUSTRALIA
AND NEW ZEALAND BANKING GROUP LIMITED DATED [#]
("REDRAW FACILITY AGREEMENT")
The Trustee gives notice under clause 4.1 of the Redraw
Facility Agreement that it wants to use the Redraw
Facility granted in respect of the Kingfisher Trust
2001-1G ("TRUST").
The particulars of the Redraw Drawing required to be
given under clause 4.3 of the Redraw Facility Agreement
are as follows:
(a) the proposed Drawdown Date is [ ];
(b) the Redraw Drawing is to be made in respect of the
Trust;
(c) the amount of the proposed Redraw Drawing is
$[ ] and its method of calculation is as follows:
[ ]; and
(d) the proposed Redraw Drawing is to be paid into the
Collection Account.
A term which has a defined meaning in (or is
incorporated in) the Redraw Facility Agreement has the
same meaning as in the Redraw Facility Agreement when
used in this Drawdown Notice.
Yours faithfully
..................................
[name of person]
being an Authorised Officer of
PERPETUAL TRUSTEE COMPANY LIMITED
24
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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) )
)
................................................ )
Address of witness )
) ................................................
.......................................... ) By executing this agreement the signatory
Occupation of witness ) states that the signatory has received no
) notice of revocation of the authority under
) which this agreement is executed
25
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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
)
