Exhibit 10.3
[GRAPHIC OMITTED]
SERIES 1999-1G WST TRUST LIQUIDITY FACILITY AGREEMENT
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[GRAPHIC OMITTED]
WESTPAC SECURITIES ADMINISTRATION LIMITED
(Trustee)
WESTPAC BANKING CORPORATION
(Liquidity Provider)
WESTPAC SECURITISATION MANAGEMENT PTY LIMITED
(Trust Manager)
[GRAPHIC OMITTED]
XXXXX XXXXX & XXXXXXX
The Chifley Tower
0 Xxxxxxx Xxxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
Tel 00 0 0000 0000
Fax 00 0 0000 0000
(C) Copyright Xxxxx Xxxxx & Xxxxxxx 1999
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& XXXXXXX
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SERIES 1999-1G WST TRUST LIQUIDITY FACILITY AGREEMENT
TABLE OF CONTENTS
1. DEFINITIONS AND INTERPRETATION 1
1.1 Definitions 1
1.2 Master Trust Deed definitions 3
1.3 Interpretation 3
1.4 Determination, statement and certificate
sufficient evidence 4
1.5 Transaction Document 4
1.6 Limited to Trust 4
2. PURPOSE 4
3. DRAWINGS 4
3.1 Liquidity Draw 4
3.2 Making of Liquidity Draws 5
3.3 Collateral Account 6
3.4 Collateral Account with Liquidity Provider 6
3.5 New Account 6
3.6 Conditions to transfer of account balance 7
3.7 Withdrawal from accounts 7
3.8 Liquidity Provider upgrade 8
3.9 Interest Cash Advance Deposit 8
4. FUNDING PERIODS 8
5. INTEREST 9
5.1 Accrual 9
5.2 Payment 9
5.3 Capitalisation 9
6. COMMITMENT FEE 9
7. CANCELLATION OF LIQUIDITY LIMIT 9
7.1 During Term 9
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7.2 At end of Term 10
8. Repayment 10
8.1 Final repayment 10
8.2 Repayment of Liquidity Draws 10
8.3 Repayments during Liquidity
Collateralisation Period 10
9. PREPAYMENTS 10
9.1 Voluntary prepayments 10
9.2 Interest 10
9.3 Limitation on prepayments 10
10. PAYMENTS 11
10.1 Manner 11
10.2 Payment to be made on Business Day 11
10.3 Appropriation where insufficient moneys
available 11
11. CHANGES IN LAW 11
11.1 Additional payments 11
11.2 Minimisation 12
11.3 Survival 12
12. CONDITIONS PRECEDENT 12
12.1 Conditions precedent to initial Drawdown
Notice 12
12.2 Conditions precedent to each Liquidity Draw 13
13. REPRESENTATIONS AND WARRANTIES 13
13.1 Representations and warranties 13
13.2 Reliance on representations and warranties 15
14. UNDERTAKINGS 15
14.1 General undertakings 15
14.2 Undertakings relating to Trust 16
14.3 Term of undertakings 17
15. EVENTS OF DEFAULT 17
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15.1 Events of Default 17
15.2 Consequences 17
16. INTEREST ON OVERDUE AMOUNTS 18
16.1 Accrual 18
16.2 Payment 18
16.3 Limitation 18
17. CONTROL ACCOUNTS 18
18. WAIVERS, REMEDIES CUMULATIVE 18
19. SEVERABILITY OF PROVISIONS 19
20. SURVIVAL OF REPRESENTATIONS 19
21. INDEMNITY AND REIMBURSEMENT OBLIGATION 19
22. MORATORIUM LEGISLATION 19
23. CONSENTS AND OPINIONS 19
24. ASSIGNMENTS 20
25. NOTICES 20
26. AUTHORISED SIGNATORIES 20
27. GOVERNING LAW AND JURISDICTION 20
28. COUNTERPARTS 21
29. ACKNOWLEDGEMENT BY TRUSTEE 21
30. LIMITED RECOURSE 21
30.1 General 21
30.2 Liability of Trustee limited to its right to indemnity 21
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30.3 Unrestricted remedies 22
30.4 Restricted remedies 22
31. LIQUIDITY PROVIDER'S OBLIGATIONS 23
32. SUCCESSOR TRUSTEE 23
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DATE 1999
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PARTIES
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1. WESTPAC SECURITIES ADMINISTRATION LIMITED (ACN 000 049 472)
incorporated in New South Wales of Level 10, 000 Xxxx Xxxxxx,
Xxxxxx, Xxx Xxxxx Xxxxx as Trustee of the Series 1999-1G WST
Trust (the TRUSTEE);
2. WESTPAC BANKING CORPORATION (ARBN 007 457 141) incorporated in
New South Wales of 00 Xxxxxx Xxxxx, Xxxxxx, Xxx Xxxxx Xxxxx
(the LIQUIDITY PROVIDER); and
3. WESTPAC SECURITISATION MANAGEMENT PTY LIMITED (ACN 081 709
211) incorporated in the Australian Capital Territory of Level
25, 00 Xxxxxx Xxxxx, Xxxxxx, Xxx Xxxxx Xxxxx (the TRUST
MANAGER).
RECITALS
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The Trustee has requested the Liquidity Provider to provide
the Trustee with a liquidity facility under which loans of up
to an aggregate amount of $[46,000,000] may be made available
to the Trustee.
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IT IS AGREED as follows.
1. DEFINITIONS AND INTERPRETATION
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1.1 DEFINITIONS
In this agreement the following definitions apply unless the context
requires otherwise, or unless otherwise defined.
BANK BILL RATE, in relation to a Funding Period, has the meaning given
in the Series Notice in relation to the first day of that Funding
Period, but if a Funding Period is less than 90 days the Bank Bill Rate
shall be an interpolated rate calculated with reference to the tenor of
that Funding Period.
CASH ADVANCE DEPOSIT means the balance of the Collateral Account from
time to time.
COLLATERAL ACCOUNT means (as the context requires):
(a) the account established and maintained in accordance with
clause 3.3;
(b) the account established and maintained in accordance with
clause 3.5; or
(c) the account to which the Cash Advance Deposit is transferred
in accordance with clause 3.8.
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DRAWDOWN DATE means, in relation to a Liquidity Draw, the Payment Date
on which the Liquidity Draw is or is to be made under this agreement.
DRAWDOWN NOTICE means a notice under clause 3.1.
EVENT OF DEFAULT means any of the events specified in clause 15.
EXISTING COLLATERAL ACCOUNT has the meaning given in clause 3.5.
FINAL REPAYMENT DATE means the date on which the Term ends.
FUNDING PERIOD means, in relation to a Liquidity Draw, the period
determined in accordance with clause 4.
LIQUIDITY COLLATERALISATION PERIOD means each period commencing on the
date on which either:
(a) the short term credit rating of the Liquidity Provider is
either less than A-1+ from S&P or less than P-1 from Xxxxx'x
or less than F-1+ from Fitch; or
(b) S&P, Fitch or Xxxxx'x ceases to provide a short term credit
rating for the Liquidity Provider (other than because S&P ,
Xxxxx'x or Fitch, as the case may be, ceases to provide such
ratings generally),
and ending on the date on which the short term credit rating of the
Liquidity Provider is A-1+ from S&P, P-1 from Xxxxx'x and F-1+ from
Fitch.
LIQUIDITY DRAW means any advance made or to be made under this
agreement.
LIQUIDITY LIMIT means at any date the least of:
(a) subject to clause 7.1, $[46,000,000];
(b) the Unpaid Balance of Performing Loans at that date; and
(c) any lesser amount as may be agreed in writing from time to
time between the Liquidity Provider, the Trustee, the Trust
Manager and the Designated Rating Agency for each Class of
Notes,
as reduced or cancelled under this agreement.
MARGIN means [0.15%] per annum.
MASTER TRUST DEED means the deed entitled "Master Trust Deed" between,
among others, the Trustee and the Trust Manager dated 14 February 1997.
NEW COLLATERAL ACCOUNT has the meaning given in clause 3.5.
PERFORMING LOAN means, at any date, a Purchased Receivable which:
(a) is not in Arrears;
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(b) at that date has been in Arrears for less than 90 consecutive
days; or
(c) if it has been in Arrears at that date for 90 or more
consecutive days, was insured under a Mortgage Insurance
Policy at the date of this agreement or on or before the
Closing Date.
REFERENCE BANK has the meaning given in the 1991 ISDA Definitions as
amended by the 1998 Supplement.
SERIES NOTICE means the Series Notice issued by the Trust Manager on or
about the date of this agreement under the Master Trust Deed.
TERM means the period commencing on the date of this agreement and
expiring on the earlier of:
(a) the date which is one month after the Notes have been redeemed
in full in accordance with the Master Trust Deed;
(b) the date declared by the Liquidity Provider under clause 15.2;
(c) the date on which the Trustee enters into a liquidity
facility, as previously notified to the Designated Rating
Agency for each Class of Notes, to replace this agreement with
any other person to enable it to fund Liquidity Shortfalls;
and
(d) the date on which the Liquidity Limit is cancelled in full
under clause 7.1.
TRUST means the Series 1999-1G WST Trust constituted under the Master
Trust Deed and the Notice of Creation of Trust.
TRUST DOCUMENT means:
(a) this agreement;
(b) the Master Trust Deed;
(c) the Notice of Creation of Trust;
(d) the Series Notice;
(e) the Note Trust Deed;
(f) the Agency Agreement;
(g) the Security Trust Deed; and
(h) the Servicing Agreement.
TRUSTEE means the Trustee of the Trust at the date of this agreement or
any person which becomes a successor Trustee under clause 24 of the
Master Trust Deed.
1.2 MASTER TRUST DEED DEFINITIONS
Words and expressions which are defined in the Master Trust Deed (as
amended by the Series Notice) and the Series Notice (including in each
case by reference to another agreement) have the same meanings when
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used in this agreement, unless the context otherwise requires or unless
otherwise defined in this agreement.
1.3 INTERPRETATION
Clause 1.2 of the Master Trust Deed applies to this agreement as if set
out in full, except that references to THIS DEED are references to THIS
AGREEMENT and:
(a) a reference to an ASSET includes any real or personal, present
or future, tangible or intangible property or asset and any
right, interest, revenue or benefit in, under or derived from
the property or asset;
(b) an Event of Default SUBSISTS until it has been waived in
writing by the Liquidity Provider; and
(c) a reference to an amount for which a person is CONTINGENTLY
LIABLE includes an amount which that person may become
actually or contingently liable to pay if a contingency
occurs, whether or not that liability will actually arise.
1.4 DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT
EVIDENCE
Except where otherwise provided in this agreement any determination,
statement or certificate by the Liquidity Provider or an Authorised
Signatory of the Liquidity Provider provided for in this agreement is
sufficient evidence unless proven wrong.
1.5 TRANSACTION DOCUMENT
This agreement is a TRANSACTION DOCUMENT for the purposes of the Master
Trust Deed.
1.6 LIMITED TO TRUST
The rights and obligations of the parties under this agreement relate
only to the Trust, and do not relate to any other Trust (as defined in
the Master Trust Deed). Without limitation, the Liquidity Provider has
no obligation under this agreement to provide financial accommodation
to the Trustee as trustee of any other Trust.
2. PURPOSE
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The Trust Manager directs the Trustee to, and the Trustee shall, apply
the proceeds of each Liquidity Draw to fund Liquidity Shortfalls in
relation to the Trust by crediting it to the Collection Account to be
applied in accordance with clause 6 of the Series Notice, and for no
other purpose.
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3. DRAWINGS
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3.1 LIQUIDITY DRAW
(a) Subject to this agreement, if on any Determination Date the
Trust Manager determines that there is a Liquidity Shortfall
in relation to the Collection Period ending immediately prior
to the Determination Date, the Trust Manager must direct the
Trustee to and the Trustee shall (subject to this agreement
and the Series Notice) request a Liquidity Draw by giving to
the Liquidity Provider a Drawdown Notice.
(b) A Drawdown Notice must be:
(i) in writing;
(ii) in or substantially in the form of Annexure A;
(iii) signed by an Authorised Signatory of the Trustee; and
(iv) given not later than 11.00am (Sydney time) on the
Remittance Date following that Collection Period.
(c) The amount requested in a Drawdown Notice must be the lesser
of:
(i) the relevant Liquidity Shortfall; and
(ii) subject to paragraph (d), the Available Liquidity
Amount at that time.
(d) If:
(i) the aggregate of all payments required to be made
under clauses 6.10(a)(i) to (iii) inclusive of the
Series Notice on the relevant Payment Date; plus
(ii) the outstanding Liquidity Draws due to be repaid on
that date; minus
(iii) the Available Income for the relevant Collection
Period;
is equal to or less than the Liquidity Limit, the calculation
of Available Liquidity Amount in paragraph (c)(ii) shall
assume the repayment of all Liquidity Draws due to be repaid
on or before the relevant Drawdown Date.
(e) The Trustee irrevocably authorises the Liquidity Provider to
apply against a Liquidity Draw provided on any Drawdown Date
all amounts which are assumed to have been applied in repaying
previous Liquidity Draws as contemplated by paragraph (d).
(f) In the case of a Liquidity Draw provided:
(i) in accordance with paragraph (c)(i); or
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(ii) following an application of paragraph (d),
the Liquidity Provider will only be required to advance to the
Trustee the difference (if any) between the Liquidity Draw and
the Available Liquidity Amount immediately prior to the
relevant Drawdown Date.
3.2 MAKING OF LIQUIDITY DRAWS
Subject to the terms of this agreement, a Liquidity Draw requested in a
Drawdown Notice shall be made available:
(a) other than during a Liquidity Collateralisation Period, by the
Liquidity Provider crediting the proceeds of that Liquidity
Draw to the Collection Account by no later than 11.00 am
(Sydney time) on the relevant Payment Date;
(b) during a Liquidity Collateralisation Period when the
Collateral Account is maintained with the Liquidity Provider,
by the Trust Manager directing the Trustee to transfer the
amount of that Liquidity Draw from the Collateral Account to
the Collection Account; and
(c) during a Liquidity Collateralisation Period when the
Collateral Account is not maintained with the Liquidity
Provider, by the Trust Manager directing the Trustee to
arrange to transfer the amount of that Liquidity Draw from the
Collateral Account to the Collection Account, in satisfaction
of the Liquidity Provider's obligation to make that Liquidity
Draw available, provided that none of the Liquidity Provider,
the Trust Manager nor the Trustee shall have any obligation if
for any reason the Bank maintaining the Collateral Account
does not comply with a request or direction to make a transfer
requested from the Collateral Account.
3.3 COLLATERAL ACCOUNT
If at any time the Liquidity Provider's short term credit rating is
less than A-1+ from S&P, P-1 from Xxxxx'x or F-1+ from Fitch or S&P,
Xxxxx'x or Fitch cease to provide a short term credit rating for the
Liquidity Provider (other than because S&P, Xxxxx'x or Fitch as the
case may be, ceases to provide such ratings generally):
(a) the Trustee must as soon as practicable establish and maintain
in the name of the Trustee an account with a Bank having a
short term rating of A-1 from S&P, P-1 from Moody's and F-1+
from Fitch or which otherwise satisfies the requirements of
those Designated Rating Agencies; and
(b) the Liquidity Provider must within 5 Business Days or such
longer period as each Designated Rating Agency confirms will
not result
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in a downgrade, withdrawal or a qualification of its rating of
any Notes, deposit into that account an amount equal to the
Available Liquidity Amount at that time.
3.4 COLLATERAL ACCOUNT WITH LIQUIDITY PROVIDER
If and for so long as the Liquidity Provider has a short term credit
rating from S&P of not lower than A-1, from Xxxxx'x of not lower than
P-1, and from Fitch of not lower than F-1 the Collateral Account shall
be an account with the Liquidity Provider.
3.5 NEW ACCOUNT
If at any time:
(a) the short term credit rating of the Bank holding the
Collateral Account (the EXISTING COLLATERAL ACCOUNT) from S&P
is lower than A-1, from Xxxxx'x is lower than P-1 or from
Fitch is lower than F-1 where the Bank is Westpac or F-1+
where the Bank is not Westpac; or
(b) deposits credited to the Existing Collateral Account cease to
be Authorised Investments because of paragraph (g)(B) of the
definition of AUTHORISED INVESTMENTS in clause 1.1 of the
Master Trust Deed,
the Trust Manager must direct the Trustee to, and the Trustee must,
subject to clause 3.6, within 5 Business Days after such direction (or
such longer period as each Designated Rating Agency may agree):
(c) establish a new account with a Bank which has a short term
credit rating from S&P of not lower than A-1+ from Moody's of
not lower than P-1 and from Fitch of not lower than F-1+(the
NEW COLLATERAL ACCOUNT) in the name of the Trustee; and
(d) transfer so much of the balance of the Existing Collateral
Account to the New Collateral Account as is not an Authorised
Investment by application of paragraph (b).
3.6 CONDITIONS TO TRANSFER OF ACCOUNT BALANCE
The Trustee shall only be obliged to transfer the balance of the
Existing Collateral Account to the New Collateral Account in accordance
with clause 3.5(d) if both the Trust Manager and the Liquidity Provider
are satisfied that the terms upon which the New Collateral Account is
established and maintained are such that:
(a) the Bank with which the New Collateral Account is maintained
will have no right of set-off, combination of accounts, lien,
flawed deposit or other Security Interest over the New
Collateral Account; and
(b) the terms of the New Collateral Account may not be varied in
any way
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without the prior written consent of the Liquidity Provider.
The Trust Manager and the Liquidity Provider must provide the Trustee
with written notice of their satisfaction with these matters as soon as
practicable.
3.7 WITHDRAWAL FROM ACCOUNTS
(a) The Trustee may only make withdrawals from a Collateral
Account if directed to do so by the Trust Manager, and then
only for the following purposes:
(i) to make or fund a Liquidity Draw in accordance with
this agreement;
(ii) to transfer the credit balance of the Existing
Collateral Account to a New Collateral Account in
accordance with clause 3.5;
(iii) to pay the Cash Advance Deposit to the Liquidity
Provider pursuant to clause 3.8(a);
(iv) to withdraw any amount which has been incorrectly
deposited into the Collateral Account;
(v) to pay financial institutions duty, bank accounts
debit tax or equivalent payable in respect of the
Collateral Account;
(vi) at the direction of the Trust Manager, invest in
Authorised Investments which mature no later than the
end of the Funding Period in which the Authorised
Investments were acquired provided that all amounts
received by the Trustee on that maturity must be
credited to the Collateral Account; or
(vii) to refund to the Liquidity Facility Provider the
amount of any of the Liquidity Limit which is
cancelled under clause 7.1.
(b) The Trust Manager must only direct the Trustee to make
withdrawals from the Collateral Account for the above
purposes.
(c) For so long as the Collateral Account is maintained with the
Liquidity Provider, the obligations of the Liquidity Provider
with respect to payment to the Trustee of the debt constituted
by any credit balance on the Collateral Account shall be
conditional upon and subject to the terms of this clause 3.
3.8 LIQUIDITY PROVIDER UPGRADE
(a) If, at any time when the Collateral Account is not maintained
with the Liquidity Provider, a short term credit rating of the
Liquidity Provider is upgraded so that it has a rating from
S&P of not lower than A-1, from Moody's of not lower than P-1,
and from Fitch of not lower than F-1, the Trust Manager must
direct the
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Trustee to, and the Trustee must within 5 Business Days of
being so directed, arrange for the Cash Advance Deposit to be
transferred to an account with the Liquidity Provider (which
account will then become the Collateral Account).
(b) If at any time during a Liquidity Collateralisation Period a
short term credit rating of the Liquidity Provider is upgraded
so that it has a rating from S&P of A-1+, from Xxxxx'x of P-1
and from Fitch of F-1+, the Trust Manager must direct the
Trustee to, and the Trustee must within 5 Business Days of
being so directed, repay to the Liquidity Provider the balance
of the Collateral Account.
3.9 INTEREST CASH ADVANCE DEPOSIT
All interest accrued on the Cash Advance Deposit shall belong to the
Liquidity Provider and all interest credited to the Cash Advance
Deposit shall be paid to the Liquidity Provider on each relevant
Payment Date in accordance with the Series Notice.
4. FUNDING PERIODS
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(a) Subject to this clause, the Funding Period for a Liquidity
Draw commences on its Drawdown Date and ends on the Payment
Date in the Quarter following the Quarter in which that
Drawdown Date occurred.
(b) Notwithstanding paragraph (a), no Funding Period may extend
beyond the Final Repayment Date.
5. INTEREST
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5.1 ACCRUAL
Interest accrues daily on the outstanding principal amount of each
Liquidity Draw at the rate per annum equal to the sum of the Margin and
the Bank Bill Rate for the relevant Funding Period, calculated on
actual days elapsed and a year of 365 days.
5.2 PAYMENT
The Trustee shall pay accrued interest on each Liquidity Draw in
respect of its Funding Period in arrear on each Payment Date and on
repayment or prepayment of all or the relevant part of the Liquidity
Draw.
5.3 CAPITALISATION
Interest payable under this clause 5 which is not paid when due will
immediately be capitalised. Interest is payable on capitalised interest
at the rate and in the manner referred to in this clause 5.
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6. COMMITMENT FEE
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(a) A commitment fee accrues due from day to day from the date of
this agreement at:
(i) if a Collateral Account has been opened and is
maintained on the relevant day, [0.15%] per annum on
the daily amount of the Available Liquidity Amount
(if any); and
(ii) in any other case, [0.10%] per annum on the daily
amount of the Available Liquidity Amount (if any).
(b) The commitment fee is calculated on the actual number of days
elapsed and a year of 365 days.
(c) The Trust Manager directs the Trustee to, and the Trustee
shall, pay to the Liquidity Provider any accrued commitment
fee in arrears on:
(i) each Payment Date; and
(ii) at the end of the Term,
in accordance with the Series Notice.
7. CANCELLATION OF LIQUIDITY LIMIT
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7.1 DURING TERM
On giving not less than 5 Business Days irrevocable notice to the
Liquidity Provider the Trustee may cancel all or part of the Liquidity
Limit during the Term if each Designated Rating Agency has confirmed
that such cancellation will not result in a downgrading, withdrawal or
qualification of the credit rating assigned by each of the Designated
Rating Agencies to the Notes. A partial cancellation must be in a
minimum of $100,000 and a whole multiple of $10,000 unless the
Liquidity Provider agrees otherwise.
7.2 AT END OF TERM
At the close of business (Sydney time) on the last day of the Term the
Liquidity Limit will be cancelled.
8. REPAYMENT
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8.1 FINAL REPAYMENT
The Trustee shall repay the Liquidity Outstandings on the Final
Repayment Date, together with all interest and other moneys owing to
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the Liquidity Provider under this agreement.
8.2 REPAYMENT OF LIQUIDITY DRAWS
Subject to the terms of this agreement, the Trustee must repay each
Liquidity Draw on the last day of its Funding Period, to the extent
that amounts are available for that purpose under clause 6.10(a)(iv) of
the Series Notice. Those repayments will be applied against Liquidity
Draws in chronological order of their Drawdown Dates.
8.3 REPAYMENTS DURING LIQUIDITY COLLATERALISATION PERIOD
During a Liquidity Collateralisation Period, all repayments or
prepayments in respect of Liquidity Outstandings must be made to the
Collateral Account.
9. PREPAYMENTS
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9.1 VOLUNTARY PREPAYMENTS
The Trustee may prepay all or part of the Liquidity Outstandings with
the consent of the Liquidity Provider and on at least 5 Business Days'
notice. The Trustee shall prepay in accordance with that notice.
9.2 INTEREST
When the Trustee prepays any amount of the Liquidity Outstandings, it
shall also pay any interest accrued on that amount.
9.3 LIMITATION ON PREPAYMENTS
The Trustee may not prepay all or any part of the Liquidity
Outstandings except as set out in this agreement.
10. PAYMENTS
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10.1 MANNER
Subject to clause 8.3, the Trustee shall make all payments under this
agreement:
(a) by cheque, electronic funds transfer or other agreed method to
the Liquidity Provider at its address for service of notices
or by transfer of immediately available funds to the account
specified by the Liquidity Provider and, in either case, by
4.00 pm (Sydney time) on the due date; and
(b) without set-off, counterclaim or other deduction, except any
compulsory deduction for Taxation; and
(c) in accordance with the directions of the Trust Manager, the
Master Trust
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Deed and the Series Notice.
10.2 PAYMENT TO BE MADE ON BUSINESS DAY
If any payment is due on a day which is not a Business Day, the due
date will be the next Business Day.
10.3 APPROPRIATION WHERE INSUFFICIENT MONEYS AVAILABLE
Subject to any express provision of this agreement, the Liquidity
Provider may appropriate amounts it receives as between principal,
interest and other amounts then payable as it sees fit. This will
override any appropriation made by the Trustee.
11. CHANGES IN LAW
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11.1 ADDITIONAL PAYMENTS
Whenever the Liquidity Provider determines that:
(a) the effective cost to the Liquidity Provider of making,
funding or maintaining any Liquidity Draw or the Liquidity
Limit is increased in any way;
(b) any amount paid or payable to the Liquidity Provider or
received or receivable by the Liquidity Provider, or the
effective return to the Liquidity Provider, under or in
respect of this agreement is reduced in any way;
(c) the return of the Liquidity Provider on the capital which is
or becomes directly or indirectly allocated by the Liquidity
Provider to any Liquidity Draw or the Liquidity Limit is
reduced in any way; or
(d) to the extent any relevant law, official directive or request
relates to or affects the Liquidity Limit, any Liquidity Draw
or this agreement, the overall return on capital of the
Liquidity Provider or any of its holding companies is reduced
in any way,
as a result of any change in, any making of or any change in the
interpretation or application by any Government Agency of, any law,
official directive or request, then:
(e) (when it has calculated the effect of the above and the amount
to be charged to the Trustee under this clause) the Liquidity
Provider shall promptly notify the Trust Manager and the
Trustee; and
(f) on the following Payment Date the Trustee shall, subject to
clause 6 of the Series Notice, pay for the account of the
Liquidity Provider the amount certified by an Authorised
Signatory of the Liquidity Provider to be necessary to
compensate the Liquidity Provider for the increased cost or
the reduction (from the date of the notice).
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Without limiting the above in any way, this clause applies:
(g) to any law, official directive or request with respect to
Taxation (other than any Tax on the net income of any person)
or reserve, liquidity, capital adequacy, special deposit or
similar requirements;
(h) to official directives or requests which do not have the force
of law where it is the practice of responsible bankers or
financial institutions in the country concerned to comply with
them; and
(i) where the increased cost or the reduction arises because the
Liquidity Provider is restricted in its capacity to enter
other transactions, is required to make a payment, or forgoes
or earns reduced interest or other return on any capital or on
any sum calculated by reference in any way to the amount of
any Liquidity Draw, the Liquidity Limit or to any other amount
paid or payable or received or receivable under this agreement
or allocates capital to any such sum.
11.2 MINIMISATION
(a) (NO DEFENCE) If the Liquidity Provider has acted in good faith
it will not be a defence that any cost, reduction or payment
referred to in this clause could have been avoided.
(b) (MINIMISATION) The Liquidity Provider shall use reasonable
endeavours to minimise any cost, reduction or payment referred
to in this clause.
11.3 SURVIVAL
This clause survives the repayment of any relevant Liquidity Draw and
the termination of this agreement.
12. CONDITIONS PRECEDENT
----------------------------------------------------------------
12.1 CONDITIONS PRECEDENT TO INITIAL DRAWDOWN NOTICE
The right of the Trustee to give the initial Drawdown Notice and the
obligations of the Liquidity Provider under this agreement are subject
to the condition precedent that the Liquidity Provider receives all of
the following in form and substance satisfactory to the Liquidity
Provider:
(a) (VERIFICATION CERTIFICATE) a certificate in relation to the
Trustee given by a director of the Trustee substantially in
the form of annexure B with the attachments referred to and
dated not earlier than 14 days before the first Drawdown Date;
(b) (TRUST DOCUMENTS) a certified copy of each duly executed and
(where relevant) stamped Trust Document;
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(c) (MASTER TRUST DEED CONDITIONS PRECEDENT) evidence that the
conditions precedent referred to in clause 13 of the Master
Trust Deed have been satisfied;
(d) (SECURITY TRUST DEED) evidence that the Security Trust Deed
has been or will be registered with each relevant Governmental
Agency free from all prior Security Interests and third party
rights and interests; and
(e) (NOTES) evidence that the Notes have been issued.
12.2 CONDITIONS PRECEDENT TO EACH LIQUIDITY DRAW
The obligations of the Liquidity Provider to make available each
Liquidity Draw are subject to the further conditions precedent that no
Event of Default subsists at the date of the relevant Drawdown Notice
and the relevant Drawdown Date or will result from the provision of the
Liquidity Draw.
13. REPRESENTATIONS AND WARRANTIES
----------------------------------------------------------------
13.1 REPRESENTATIONS AND WARRANTIES
The Trustee, in its capacity as trustee of the Trust, makes the
following representations and warranties (so far as they relate to the
Trust).
(a) (STATUS) It is a corporation validly existing under the laws
of the place of its incorporation specified in this agreement.
(b) (POWER) It has the power to enter into and perform its
obligations under the Trust Documents to which it is expressed
to be a party, to carry out the transactions contemplated by
those documents and to carry on its business as now conducted
or contemplated.
(c) (CORPORATE AUTHORISATIONS) It has taken all necessary
corporate action to authorise the entry into and performance
of the Trust Documents to which it is expressed to be a party,
and to carry out the transactions contemplated by those
documents.
(d) (DOCUMENTS BINDING) Each Trust Document to which it is
expressed to be a party is its valid and binding obligation
enforceable in accordance with its terms, subject to any
necessary stamping and registration and to laws, defences and
principles of equity generally affecting creditors' rights.
(e) (TRANSACTIONS PERMITTED) The execution and performance by it
of the Trust Documents to which it is expressed to be a party
and each transaction contemplated under those documents do not
violate in any respect a provision of:
(i) a law or treaty or a judgment, ruling, order or
decree of a
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Government Body binding on it;
(ii) its constitution or other constituent documents; or
(iii) any other document or agreement which is binding on
it or its assets,
and, except as provided by the Trust Documents, did not and
will not:
(iv) create or impose a Security Interest on any of its
assets; or
(v) allow a person to accelerate or cancel an obligation
with respect to any indebtedness in respect of
financial accommodation, or constitute an event of
default, cancellation event, prepayment event or
similar event (whatever called) under an agreement
relating to any such indebtedness, whether
immediately or after notice or lapse of time or both.
(f) (AUTHORISATIONS) Each Authorisation which is required in
relation to:
(i) the execution, delivery and performance by it of the
Trust Documents to which it is expressed to be a
party and the transactions contemplated by those
documents;
(ii) the validity and enforceability of those documents;
and
(iii) its business as now conducted or contemplated and
which is material,
has been obtained or effected. Each is in
full force and effect. It has complied with
each of them. It has paid all applicable
fees for each of them.
(g) (NO MISREPRESENTATION) All information provided by it to the
Liquidity Provider is true in all material respects at the
date of this agreement or, if later, when provided.
(h) (AGREEMENTS DISCLOSED) Each document or agreement to which it
is a party which is material to the Trust Documents or which
has the effect of varying a Trust Document has been disclosed
to the Liquidity Provider in writing.
(i) (TRUST) The Trust has been validly created and is in existence
at the date of this agreement.
(j) (TRUST POWER) It is empowered by the Master Trust Deed:
(i) to enter into and perform the Trust Documents to
which it is expressed to be a party and to carry on
the transactions contemplated by those documents; and
(ii) to carry on the business of the Trust and to own the
Assets of the Trust,
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in its capacity as trustee of the Trust. There is no
restriction on or condition of its doing so.
(k) (TRUST AUTHORISATIONS) All necessary resolutions have been
duly passed and all consents, approvals and other procedural
matters have been obtained or attended to as required by the
Master Trust Deed for it to enter into and perform the Trust
Documents to which it is expressed to be a party.
(l) (SOLE TRUSTEE) It has been validly appointed as trustee of the
Trust and is the sole trustee of the Trust.
(m) (REMOVAL) No notice has been given to it, and so far as it is
aware no resolution has been passed or direction or notice has
been given removing it as trustee of the Trust.
(n) (NO RESETTLEMENT) Other than as permitted by the Trust
Documents, it has not taken any action that will cause the
property of the Trust to be re-settled, set aside or
transferred to any other trust.
(o) (NO TERMINATION) It has not taken any action that will cause
the Trust to be terminated, nor has it taken any action that
will result in the vesting of the assets of the Trust.
(p) (RIGHT OF INDEMNITY) It has not taken any action which will
limit its right of indemnity out of, and lien over, the Assets
of the Trust.
(q) (COMPLIANCE WITH MASTER TRUST DEED) It has complied with its
obligations and duties under the Master Trust Deed, the Series
Notice and (to the best of its knowledge and belief) at law.
No one has alleged that it has not so complied.
13.2 RELIANCE ON REPRESENTATIONS AND WARRANTIES
The Trustee acknowledges that the Liquidity Provider has entered the
Trust Documents in reliance on the representations and warranties in
this clause.
14. UNDERTAKINGS
----------------------------------------------------------------
14.1 GENERAL UNDERTAKINGS
Each of the Trustee and the Trust Manager undertake to the Liquidity
Provider as follows in relation to the Trust, except to the extent that
the Liquidity Provider consents.
(a) (AUTHORISATIONS) It will ensure that each Authorisation
required for:
(i) the execution, delivery and performance by it of the
Trust Documents to which it is expressed to be a
party and the transactions contemplated by those
documents;
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(ii) the validity and enforceability of those documents;
and
(iii) the carrying on by it of its business as now
conducted or contemplated,
is obtained and promptly renewed and maintained in full force
and effect. It will pay all applicable fees for them. It will
provide copies promptly to the Liquidity Provider when they
are obtained or renewed.
(b) (NEGATIVE PLEDGE) It will not create or allow to exist a
Security Interest over the Assets of the Trust other than:
(i) under the Trust Documents; or
(ii) a lien arising by operation of law in the ordinary
course of day-to-day trading and not securing
indebtedness in respect of financial accommodation
where it duly pays the indebtedness secured by that
lien other than indebtedness contested in good faith.
(c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply
with its obligations under the Trust Documents.
(d) (NOTICE TO LIQUIDITY PROVIDER) It will notify the Liquidity
Provider and each Designated Rating Agency as soon as it
becomes aware of:
(i) any Event of Default; and
(ii) any proposal by a Government Agency to acquire
compulsorily any Assets of the Trust.
14.2 UNDERTAKINGS RELATING TO TRUST
The Trustee, as trustee of the Trust, undertakes to the Liquidity
Provider as follows, except to the extent that the Liquidity Provider
consents.
(a) (AMENDMENT TO MASTER TRUST DEED) It will not consent to any
amendment to the Master Trust Deed, the Series Notice or any
other Trust Document if it would change:
(i) the basis upon which the amount of any Liquidity Draw
to be made is calculated;
(ii) the entitlement of the Trustee to make any Liquidity
Draw; or
(iii) the basis of calculation or order of application of
any amount to be paid or applied under clause 6 of
the Series Notice.
(b) (RESETTLEMENT) It will not take any action that will result in
a resettlement, setting aside or transfer of any asset of the
Trust other than a transfer which complies with the Master
Trust
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Deed, the Series Notice and the other Trust Documents.
(c) (NO ADDITIONAL TRUSTEE) It will act continuously as trustee of
the Trust in accordance with the Master Trust Deed until the
Trust has been terminated or until it has retired or been
removed in accordance with the Master Trust Deed.
14.3 TERM OF UNDERTAKINGS
Each undertaking in this clause continues from the date of this
agreement until all moneys actually or contingently owing under this
agreement are fully and finally repaid.
15. EVENTS OF DEFAULT
----------------------------------------------------------------
15.1 EVENTS OF DEFAULT
Each of the following is an Event of Default (whether or not it is in
the control of the Trustee).
(a) (Payments)
(i) At any time the Available Liquidity Amount is zero,
the Trustee fails to pay an amount payable by it
under this agreement within 10 Business Days of its
due date.
(ii) An amount is available for payment under clause 8 and
the Trustee does not pay that amount.
(b) (INSOLVENCY EVENT) An Insolvency Event occurs:
(i) in relation to the Trust (as if it was a RELEVANT
CORPORATION for the purposes of the definition of
INSOLVENCY EVENT); or
(ii) in relation to the Trustee, and a successor trustee
of the Trust is not appointed with 30 days of that
Insolvency Event.
(c) (TERMINATION DATE) The Termination Date occurs in relation to
the Trust.
(d) (VITIATION) All or any part of this agreement is terminated or
is or becomes void, illegal, invalid or unenforceable.
15.2 CONSEQUENCES
In addition to any other rights provided by law or any Trust Document,
at any time after an Event of Default (whether or not it is continuing)
the Liquidity Provider may do all or any of the following:
(a) by notice to the Trustee and the Trust Manager declare all
moneys actually or contingently owing under this agreement
immediately due and payable, and the Trustee will immediately
pay the Liquidity Outstandings together with accrued interest
and fees
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and all such other moneys; and
(b) by notice to the Trustee and the Trust Manager cancel the
Liquidity Limit with effect from any date specified in that
notice.
16. INTEREST ON OVERDUE AMOUNTS
----------------------------------------------------------------
16.1 ACCRUAL
Interest accrues on each unpaid amount which is due and payable by the
Trustee under or in respect of this agreement (including interest
payable under this clause):
(a) on a daily basis up to the date of actual payment from (and
including) the due date or, in the case of an amount payable
by way of reimbursement or indemnity, the date of disbursement
or loss, if earlier;
(b) both before and after judgment (as a separate and independent
obligation); and
(c) at the rate determined by the Liquidity Provider to be the sum
of 2% per annum plus the higher of:
(i) the rate (if any) applicable to the unpaid amount
immediately before the due date; and
(ii) the One Month Bank Xxxx Xxxx on the first day of each
Funding Period, plus the Margin.
16.2 PAYMENT
The Trustee shall pay interest accrued under this clause on demand and
on each Payment Date, to the extent that amounts are available for that
purpose under clause 6.10(a)(iii) of the Series Notice.
16.3 LIMITATION
Clause 16.1 will only apply in relation to any unpaid Liquidity Draw
if, at the time the Liquidity Draw was required to be paid, the
aggregate of all Liquidity Draws was equal to or greater than the
Liquidity Limit.
17. CONTROL ACCOUNTS
----------------------------------------------------------------
The accounts kept by the Liquidity Provider constitute sufficient
evidence, unless proven wrong, of the amount at any time due from the
Trustee under this agreement.
18. WAIVERS, REMEDIES CUMULATIVE
----------------------------------------------------------------
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(a) No failure to exercise and no delay in exercising any right,
power or remedy under this agreement operates as a waiver. Nor
does any single or partial exercise of any right, power or
remedy preclude any other or further exercise of that or any
other right, power or remedy.
(b) The rights, powers and remedies provided to the Liquidity
Provider in this agreement are in addition to, and do not
exclude or limit, any right, power or remedy provided by law.
19. SEVERABILITY OF PROVISIONS
----------------------------------------------------------------
Any provision of this agreement which is prohibited or unenforceable in
any jurisdiction is ineffective as to that jurisdiction to the extent
of the prohibition or unenforceability. That does not invalidate the
remaining provisions of this agreement nor affect the validity or
enforceability of that provision in any other jurisdiction.
20. SURVIVAL OF REPRESENTATIONS
----------------------------------------------------------------
All representations and warranties in this agreement survive the
execution and delivery of this agreement and the provision of advances
and accommodation.
21. INDEMNITY AND REIMBURSEMENT OBLIGATION
----------------------------------------------------------------
Unless stated otherwise, each indemnity, reimbursement or similar
obligation in this agreement:
(a) is a continuing obligation;
(b) is a separate and independent obligation;
(c) is payable on demand; and
(d) survives termination or discharge of this agreement.
22. MORATORIUM LEGISLATION
----------------------------------------------------------------
To the full extent permitted by law all legislation which at any time
directly or indirectly:
(a) lessens, varies or affects in favour of the Trustee any
obligation under a Trust Document; or
(b) delays, prevents or prejudicially affects the exercise by the
Liquidity Provider of any right, power or remedy conferred by
this agreement,
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SERIES 1999-1G WST TRUST LIQUIDITY FACILITY AGREEMENT
is excluded from this agreement.
23. CONSENTS AND OPINIONS
----------------------------------------------------------------
Except where expressly stated the Liquidity Provider may give or
withhold, or give conditionally, approvals and consents, may be
satisfied or unsatisfied, may form opinions, and may exercise its
rights, powers and remedies, at its absolute discretion.
24. ASSIGNMENTS
----------------------------------------------------------------
No party may assign or transfer any of its rights or obligations under
this agreement without the prior written consent of the other parties,
or if the rating of the Notes would be withdrawn or reduced as a result
of the assignment.
25. NOTICES
----------------------------------------------------------------
All notices, requests, demands, consents, approvals, agreements or
other communications to or by a party to this agreement:
(a) must be in writing;
(b) must be signed by an Authorised Signatory of the sender; and
(c) will be taken to be duly given or made:
(i) (in the case of delivery in person or by post) when
delivered, received or left at the address of the
recipient shown in this agreement or to any other
address which it may have notified the sender;
(ii) (in the case of facsimile transmission) on receipt of
a transmission report confirming successful
transmission; and
(iii) (in the case of a telex) on receipt by the sender of
the answerback code of the recipient at the end of
transmission,
but if delivery or receipt is on a day on which business is
not generally carried on in the place to which the
communication is sent or is later than 4.00 pm (local time),
it will be taken to have been duly given or made at the
commencement of business on the next day on which business is
generally carried on in that place.
26. AUTHORISED SIGNATORIES
----------------------------------------------------------------
The Trustee irrevocably authorises the Liquidity Provider to rely on a
certificate by persons purporting to be its directors and/or
secretaries as
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to the identity and signatures of its Authorised Signatories. The
Trustee warrants that those persons have been authorised to give
notices and communications under or in connection with this agreement.
27. GOVERNING LAW AND JURISDICTION
----------------------------------------------------------------
This agreement is governed by the laws of New South Wales. The Trustee
submits to the non-exclusive jurisdiction of courts exercising
jurisdiction there.
28. COUNTERPARTS
----------------------------------------------------------------
This agreement may be executed in any number of counterparts. All
counterparts together will be taken to constitute one instrument.
29. ACKNOWLEDGEMENT BY TRUSTEE
----------------------------------------------------------------
The Trustee confirms that:
(a) it has not entered into this agreement in reliance on, or as a
result of, any statement or conduct of any kind of or on
behalf of the Liquidity Provider (including any advice,
warranty, representation or undertaking); and
(b) the Liquidity Provider is not obliged to do anything
(including disclose anything or give advice),
except as expressly set out in this agreement.
30. LIMITED RECOURSE
----------------------------------------------------------------
30.1 GENERAL
Clause 33 of the Master Trust Deed applies to the obligations and
liabilities of the Trustee and the Trust Manager under this agreement.
30.2 LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT TO INDEMNITY
(a) The Trustee enters into this agreement only in its capacity as
trustee of the Trust and in no other capacity. A liability
arising under or in connection with this agreement or the
Trust can be enforced against the Trustee only to the extent
to which it can be satisfied out of property 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 and extends to
all liabilities and obligations of the Trustee in any way
connected with any representation, warranty, conduct,
omission,
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agreement or transaction related to this agreement or the
Trust.
(b) The parties other than the Trustee may not sue the Trustee in
any capacity other than as trustee of the Trust or seek the
appointment of a receiver (except under the Security Trust
Deed), 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.
(c) The provisions of this clause 30 shall not apply to any
obligation or liability of the Trustee to the extent that it
is not satisfied because under a Transaction Document 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, negligence or breach of trust.
(d) It is acknowledged that the Trust Manager, the Servicer, the
Currency Swap Providers, the Note Trustee, the Principal
Paying Agent, the other Paying Agents and the Agent Bank (each
a RELEVANT PARTY) are responsible under this agreement and the
other Transaction Documents 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 under this agreement) will be considered fraud,
negligence or breach of trust of the Trustee for the purpose
of sub-paragraph (c) to the extent to which the act or
omission was caused or contributed to by any failure by any
Relevant Party or any other person who provides services in
respect of the Trust (other than a person who has been
delegated or appointed by the Trustee and for whom the Trustee
is responsible under this agreement or the relevant
Transaction Documents, but excluding any Relevant Party) to
fulfil its obligations relating to the Trust or by any other
act or omission of a Relevant Party or any other person who
provides services in respect of the Trust (other than a person
who has been delegated or appointed by the Trustee and for
whom the Trustee is responsible under this agreement or the
relevant Transaction Documents, but excluding any Relevant
Party).
(e) No attorney, agent, receiver or receiver and manager appointed
in accordance with this agreement or any other Transaction
Documents (including a Relevant Party) has authority to act on
behalf of the Trustee in a way which exposes the Trustee to
any personal liability and no act or omission of any such
person will be considered fraud, negligence or breach of trust
of the Trustee for the purpose of sub-paragraph (c), if the
Trustee has exercised reasonable care in the selection and
supervision of such a person.
30.3 UNRESTRICTED REMEDIES
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Nothing in clause 30.2 limits the Liquidity Provider in:
(a) obtaining an injunction or other order to restrain any breach
of this agreement by any party;
(b) obtaining declaratory relief; or
(c) relation to its rights under the Security Trust Deed.
30.4 RESTRICTED REMEDIES
Except as provided in clause 30.3, the Liquidity Provider shall not:
(a) (JUDGMENT) obtain a judgment for the payment of money or
damages by the Trustee;
(b) (STATUTORY DEMAND) issue any demand under s459E(1) of the
Corporations Law (or any analogous provision under any other
law) against the Trustee;
(c) (WINDING UP) apply for the winding up or dissolution of the
Trustee;
(d) (EXECUTION) levy or enforce any distress or other execution
to, on, or against any assets of the Trustee;
(e) (COURT APPOINTED RECEIVER) apply for the appointment by a
court of a receiver to any of the assets of the Trustee;
(f) (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
set-off or counterclaim against the Trustee; or
(g) (ADMINISTRATOR) appoint, or agree to the appointment, of any
administrator to the Trustee,
or take proceedings for any of the above and the Liquidity Provider
waives its rights to make those applications and take those
proceedings.
31. LIQUIDITY PROVIDER'S OBLIGATIONS
----------------------------------------------------------------
The Trustee shall have no recourse to the Liquidity Provider in
relation to this agreement beyond its terms, and the Liquidity
Provider's obligations under this agreement are separate from, and
independent to, any obligations the Liquidity Provider may have to the
Trustee for any other reason (including under any other Trust
Document).
32. SUCCESSOR TRUSTEE
----------------------------------------------------------------
The Liquidity Provider shall do all things reasonably necessary to
enable any successor Trustee appointed under clause 24 of the Master
Trust Deed to become the Trustee under this agreement.
EXECUTED in Sydney.
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Each attorney executing this agreement states that he has no notice of
revocation or suspension of his power of attorney.
SIGNED on behalf of )
WESTPAC SECURITIES )
ADMINISTRATION LIMITED )
by its attorney )
in the presence of: )
-----------------------------------
Signature
----------------------------------------- -----------------------------------
Witness Print name
-----------------------------------------
Print name
SIGNED on behalf of )
WESTPAC BANKING ) -----------------------------------
CORPORATION ) Signature
by its attorney ) -----------------------------------
in the presence of: ) Print name
-----------------------------------
Signature
----------------------------------------- -----------------------------------
Witness Print name
-----------------------------------------
Print name
SIGNED on behalf of )
WESTPAC SECURITISATION )
MANAGEMENT PTY LIMITED )
by its attorney )
in the presence of: )
-----------------------------------
Signature
----------------------------------------- -----------------------------------
Witness Print name
----------------------------------------------
Print name
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SERIES 1999-1G WST TRUST LIQUIDITY FACILITY AGREEMENT
ANNEXURE A
DRAWDOWN NOTICE
----------------------------------------------------------------
To: Westpac Banking Corporation
LIQUIDITY FACILITY AGREEMENT - DRAWDOWN NOTICE NO. [*]
We refer to the Liquidity Facility Agreement dated [*] 1999 (the FACILITY
AGREEMENT).
Under clause 3.1 of the Liquidity Facility Agreement we give you irrevocable
notice as follows:
(1) we wish to draw on [*] (the DRAWDOWN DATE); [NOTE: DATE IS TO BE A
BUSINESS DAY.]
(2) the total principal amount to be drawn is [*]; [NOTE: AMOUNT TO COMPLY
WITH THE LIMITS IN CLAUSE 3.]
(3) particulars of [each/the] Liquidity Draw are as follows:
PRINCIPAL AMOUNT FUNDING PERIOD
[NOTE: LENGTH OF FUNDING PERIOD TO COMPLY WITH CLAUSE 4.]
(4) we request that the proceeds be remitted to account number [*] at [*];
[NOTE: THE ACCOUNT(S) TO BE COMPLETED ONLY IF FUNDS NOT REQUIRED IN
REPAYMENT OF ANY PREVIOUS LIQUIDITY DRAW(S).]
(5) we represent and warrant that no Event of Default under the Facility
Agreement subsists or will result from the drawing.
Definitions in the Facility Agreement apply in this Drawdown Notice.
WESTPAC SECURITIES ADMINISTRATION LIMITED as trustee of the
Series 1999-1G WST Trust
By: [Authorised Signatory]
DATED
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ANNEXURE B
VERIFICATION CERTIFICATE
----------------------------------------------------------------
To: Westpac Banking Corporation
LIQUIDITY FACILITY AGREEMENT
I [*] am a [director] of Westpac Securities Administration
Limited
(the COMPANY).
I refer to the Liquidity Facility Agreement (the FACILITY AGREEMENT) dated [*]
1999 between the Company as Trustee, Westpac Banking Corporation and Westpac
Securitisation Management Pty Limited.
Definitions in the Facility Agreement apply in this Certificate.
I CERTIFY as follows.
1. Attached to this Certificate are complete and up to date copies of:
(a) unless paragraph 2 below applies, the constitution of the
Company (marked A); and
(b) a power of attorney granted by the Company for the execution
of the Facility Agreement to which it is expressed to be a
party (marked B). That power of attorney has not been revoked
or suspended by the Company and remains in full force and
effect.
2. If the constitution of the Company is not attached to this certificate,
there has been no change to them since the Company last gave a
certified copy of them to Westpac Banking Corporation.
3. The following are signatures of the Authorised Signatories of the
Company and the persons who have been authorised to sign the Facility
Agreement and to give notices and communications under or in connection
with the Facility Agreement. If no signatures are set out below, the
Authorised Signatories with respect to the Facility Agreement are the
same as in relation to the Series 1998-1G WST Trust, a copy of those
signatures having previously been provided to Westpac Banking
Corporation.
AUTHORISED SIGNATORIES
NAME POSITION SIGNATURE
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* *
* *
* *
SIGNATORIES
NAME POSITION SIGNATURE
* *
* *
* *
Signed:
Director
Print name
DATED
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