Exhibit 10.2


 





 


 


Kingfisher
Trust 2004-1G

Liquidity Facility

Agreement


 


Dated


 


 


Perpetual
Trustee Company Limited (ABN 42 000 001 007) (“Trustee”)

ANZ Capel Court Limited (ABN 30 004 768 807) (“Trust Manager”)

Australia and New Zealand Banking Group Limited (“Liquidity Facility Provider”)


 


 


Mallesons Stephen Jaques

Level 60

Governor Phillip Tower

1 Farrer Place

Sydney NSW 2000

Australia

T +61 2 9296 2000

F +61 2 9296 3999

DX 113 Sydney

www.mallesons.com


 

















 


	
  Details

  	
   

  
	
   

  	
   

  
	
  General
  terms

  	
   

  
	
   

  	
   

  
	
  1

  	
  The Liquidity Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Liquidity
  Facility

  	
   

  
	
  1.2

  	
  Purpose

  	
   

  
	
  1.3

  	
  Liquidity
  Shortfall

  	
   

  
	
  1.4

  	
  Trust Manager to make
  drawing

  	
   

  
	
  1.5

  	
  Limit

  	
   

  
	
  1.6

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Conditions precedent

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  First
  Drawdown Notice

  	
   

  
	
  2.2

  	
  Liquidity
  Drawings in respect of a Trust

  	
   

  
	
  2.3

  	
  Certification

  	
   

  
	
  2.4

  	
  Benefit of
  the Liquidity Facility Provider

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Liquidity
  Drawings

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Use of Liquidity Facility

  	
   

  
	
  3.2

  	
  Timing

  	
   

  
	
  3.3

  	
  Form of notice

  	
   

  
	
  3.4

  	
  Effective

  	
   

  
	
  3.5

  	
  Agreement to make
  Liquidity Drawing

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Liquidity Interest Periods

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Initial interest periods

  	
   

  
	
  4.2

  	
  Final
  interest period

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Payment
  of Interest

  	
   

  
	
  5.2

  	
  Calculation
  of Interest

  	
   

  
	
  5.3

  	
  Liquidity
  Interest Rate

  	
   

  
	
  5.4

  	
  Interest on overdue amounts

  	
   

  
	
  5.5

  	
  Obligation
  unaffected

  	
   

  
	
  5.6

  	
  Interest following
  judgment or order

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  Repayment of Liquidity
  Drawings

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Repayment of Liquidity
  Drawings

  	
   

  
	
  6.2

  	
  Re-Drawing

  	
   

  
	
  6.3

  	
  Repayment on Termination
  Date

  	
   

  
	
  6.4

  	
  Part Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Availability
  Fee

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Availability Fee

  	
   

  
	
  7.2

  	
  Availability Fee Variation

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Cancellation
  or reduction of the Liquidity Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Cancellation

  	
   

  
	
  8.2

  	
  Reduction of Liquidity
  Limit

  	
   

  
	
  8.3

  	
  When
  notices effective

  	
   

  
	
  8.4

  	
  Ratings
  downgrade

  	
   

  



 

















 


	
  9

  	
  Changed
  costs event

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Determination

  	
   

  
	
  9.2

  	
  Indirect cost

  	
   

  
	
  9.3

  	
  Certificate

  	
   

  
	
  9.4

  	
  Minimisation

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Illegality

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Termination due to impossibility or illegality

  	
   

  
	
  10.2

  	
  Payments on Payment Date

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Payments
  and taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Manner of
  payment

  	
   

  
	
  11.2

  	
  No set off, etc

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Representations and
  warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  General
  representations and warranties

  	
   

  
	
  12.2

  	
  Trust
  Manager Representations and warranties

  	
   

  
	
  12.3

  	
  Repetition

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  General undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Trustee
  undertakings

  	
   

  
	
  13.2

  	
  Trust Manager Undertakings

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Liquidity Events of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  Liquidity Events of Default

  	
   

  
	
  14.2

  	
  Consequences

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Form

  	
   

  
	
  15.2

  	
  Delivery

  	
   

  
	
  15.3

  	
  When effective

  	
   

  
	
  15.4

  	
  Deemed
  receipt - postal

  	
   

  
	
  15.5

  	
  Deemed
  receipt - fax

  	
   

  
	
  15.6

  	
  Deemed
  receipt - general

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Security Interests
  and assignment

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  17.1

  	
  Certificate

  	
   

  
	
  17.2

  	
  Exercise
  of rights

  	
   

  
	
  17.3

  	
  Waiver
  and variation

  	
   

  
	
  17.4

  	
  Supervening legislation

  	
   

  
	
  17.5

  	
  Approvals
  and consent

  	
   

  
	
  17.6

  	
  Remedies
  cumulative

  	
   

  
	
  17.7

  	
  Indemnities

  	
   

  
	
  17.8

  	
  Time of
  the essence

  	
   

  
	
  17.9

  	
  Further
  assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Liability of
  Trustee and limited recourse

  	
   

  
	
   

  	
   

  	
   

  
	
  18.1

  	
  Trustee limited to Trust

  	
   

  
	
  18.2

  	
  Claims
  against Trustee

  	
   

  
	
  18.3

  	
  Exclusions

  	
   

  
	
  18.4

  	
  Acts or
  omissions

  	
   

  



 

















 


	
  18.5

  	
  Limit of
  authority

  	
   

  
	
  18.6

  	
  No obligation

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Governing
  law, jurisdiction and service of process

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Governing law

  	
   

  
	
  19.2

  	
  Address
  for Service

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Costs,
  Charges, Expenses and Indemnities

  	
   

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  Indemnity on each
  Payment Date

  	
   

  
	
  21.2

  	
  Indemnity

  	
   

  
	
  21.3

  	
  Trustee to
  pay Liquidity Facility Provider

  	
   

  
	
  21.4

  	
  Trustee
  obligation

  	
   

  
	
  21.5

  	
  Limit of
  indemnity

  	
   

  
	
  21.6

  	
  Notification

  	
   

  
	
   

  	
   

  	
   

  
	
  22

  	
  Liquidity Facility Provider Termination
  Date

  	
   

  
	
   

  	
   

  	
   

  
	
  22.1

  	
  Payment Date

  	
   

  
	
  22.2

  	
  Confirmation
  from each Designated Rating Agency

  	
   

  
	
  22.3

  	
  Termination
  Date

  	
   

  
	
   

  	
   

  	
   

  
	
  23

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  23.1

  	
  Definitions

  	
   

  
	
  23.2

  	
  Other
  definitions

  	
   

  
	
  23.3

  	
  Interpretation

  	
   

  
	
  23.4

  	
  Limitation

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1 -
  Drawdown Notice (clause 3)

  	
   

  
	
   

  	
   

  
	
  Signing page

  	
   

  



 

















 


Kingfisher Trust 2004-1G Liquidity Facility Agreement


Details


 


Interpretation – definitions are at
the end of the General terms


 


	
  Parties

  	
   

  	
  Trustee, Trust Manager, Liquidity Facility Provider

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  	
  Name

  	
   

  	
  Perpetual Trustee Company Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  42 000 001
  007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 7

  9 Castlereagh Street

  Sydney  NSW  2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (02) 9229
  9000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (02) 9221
  7870

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Securitisation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trust Manager

  	
   

  	
  Name

  	
   

  	
  ANZ Capel Court Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  30 004 768
  807

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 12

  530 Collins Street

  Melbourne VIC 3000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  61 3 9273
  2223

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  61 3 9273
  3539

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Transaction Management and Execution

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Liquidity

  	
   

  	
  Name

  	
   

  	
  Australia and New Zealand Banking Group Limited

  
	
  Facility

  	
   

  	
   

  	
   

  	
   

  
	
  Provider

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  11 005 357
  522

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 13

  20 Martin Place

  Sydney  NSW  2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (02) 9227
  1431

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (02) 9226
  6641

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager, IFS
  - Financial Institutions and Government

  



 


1

















 


	
  Governing law

  	
   

  	
  New South
  Wales

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date of

  agreement

  	
   

  	
  See Signing
  page

  	
   

  	
   

  



 


2

















 


Kingfisher Trust 2004-1G Liquidity
Facility Agreement


General terms


 


1                                         The Liquidity Facility


 


1.1                               Liquidity Facility


 


The Liquidity
Facility Provider grants to the Trustee a loan facility in Australian dollars
in respect of the Trust in an amount equal to the Liquidity Limit.  If the Trustee wants to use the Liquidity
Facility, then it may do so by one or more requests made in accordance with
clause 3 (“Liquidity Drawings”).  Subject to this agreement, the Liquidity
Facility Provider agrees to provide financial accommodation requested by the
Trustee under this agreement.


 


1.2                               Purpose


 


The Liquidity
Facility is only available to be drawn to meet any Liquidity Shortfall in
relation to the Trust.


 


1.3                               Liquidity Shortfall


 


The Liquidity
Limit will be available only if and to the extent that there is a Liquidity
Shortfall on any Determination Date.


 


1.4                               Trust Manager to make drawing


 


If, on any
Determination Date during the Availability Period, the Trust Manager determines
that there is a Liquidity Shortfall on that Determination Date, the Trust
Manager must arrange, by giving a direction to the Trustee, for a drawing to be
made under the Liquidity Facility on the Payment Date immediately following
that Determination Date in accordance with this agreement and equal to the
lesser of:


 


(a)                                    the Liquidity Shortfall on that Determination Date; and


 


(b)                                   the Available Liquidity Amount on that Determination Date.


 


1.5                               Limit


 


Despite
anything in this agreement, the Liquidity Facility Provider need not provide
financial accommodation under this agreement if to do so would result in the
Liquidity Principal Outstanding exceeding the Liquidity Limit.


 


1.6                               Termination


 


The Liquidity
Facility will terminate on the earlier of the Liquidity Facility Termination
Date and the Liquidity Facility Provider Termination Date.


 


3

















 


2                                          Conditions precedent


 


2.1                                First Drawdown Notice


 


The Trustee
must not deliver the first Drawdown Notice until the Trustee has received
written notice from the Liquidity Facility Provider that the Liquidity Facility
Provider has received the following in form and substance satisfactory to it:


 


(a)                                  (power of attorney) a
certified copy of the power of attorney under which a person signs and delivers
this agreement for the Trustee and the Trust Manager and, if applicable and
required by the Liquidity Facility Provider, evidence of its stamping and
registration;


 


(b)                                 (Transaction Documents)
a certified copy of each Transaction Document executed by each of the parties
to the respective document;


 


(c)                                  (registration of charge)
evidence of registration of, or intention to register, the Deed of Charge with
the relevant Governmental Agencies; and


 


(d)                                 (opinions) a legal
opinion addressed to the Liquidity Facility Provider from the Trustee’s
solicitors in a form and substance satisfactory to the Liquidity Facility
Provider.


 


2.2                                Liquidity Drawings in respect
of a Trust


 


The Liquidity
Facility Provider need not make any proposed drawing available unless:


 


(a)                                  (statements true) it is
reasonably satisfied that the statements contained in the Drawdown Notice are
true at the date of the Drawdown Notice and at the Drawdown Date;


 


(b)                                 (no Liquidity Event of Default)
no Liquidity Event of Default continues unremedied or would result from the
provision of the proposed drawing;


 


(c)                                  (representations and warranties)
the representations and warranties made or deemed to be made by the Trustee in
this agreement and any other 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 Liquidity Facility
Provider has not received notice from any person that it claims to have a
Security Interest ranking in priority to or equal with the Security Interest
held for the benefit of the Liquidity Facility Provider in accordance with the
Global Master Security Trust Deed, the Deed of Charge and the Supplemental Deed
(other than the Security Interests set out specifically in the Global Master
Security Trust Deed, the Deed of Charge and the Supplemental Deed and ranking
in priority to or equal with the Security Interest held for the benefit of the
Liquidity Facility Provider);


 


4

















 


(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.


 


2.3                                Certification


 


Anything
required to be certified under clause 2 (“Conditions
Precedent”) 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.


 


2.4                                Benefit of the Liquidity
Facility Provider


 


The conditions
precedent set out in this clause 2 (“Conditions
Precedent”) are for the benefit of the Liquidity Facility Provider
and any of them may be waived by the Liquidity Facility Provider in its
absolute discretion.


 


3                                          Liquidity Drawings


 


3.1                                Use of Liquidity Facility


 


If the Trustee
on the direction of the Trust Manager wants to use the Liquidity Facility to
make a Liquidity Drawing, it must do so only in accordance with clause 1.4 (“Trust Manager to Make Drawing”) and it
must give a notice to the Liquidity Facility Provider meeting the requirements
of clause 3.3 (“Form of Notice”)
(“Drawdown Notice”).


 


3.2                                Timing


 


Each Liquidity
Drawing must be drawn down on a Payment Date in respect of the Trust.  Each Liquidity Drawing must be credited to
the Collection Account and applied only in accordance with clause 14 (“Cashflow Allocation Methodology”) of the
Supplemental Deed.


 


3.3                                Form of notice


 


A Drawdown
Notice given under clause 3.1 (“Use of
Liquidity Facility”) 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 3.2 (“Timing”);


 


(d)                                 specify the amount of the proposed Liquidity Drawing and its method
of calculation; and


 


(e)                                  be given no later than 4.00pm on the day which is 2 Business Days
prior to the relevant Drawdown Date (or such other period as may be agreed
between the Trustee, the Trust Manager and the Liquidity Facility Provider).


 


5

















 


3.4                                Effective


 


A
Drawdown Notice is effective on actual receipt in legible form by the Liquidity
Facility Provider and is irrevocable.


 


3.5                                Agreement to make Liquidity
Drawing


 


Subject to
this agreement, the Liquidity Facility Provider agrees to deposit in the
Collection Account the amount of any Liquidity Drawing in immediately available
funds by 11.30am Melbourne time on the relevant Payment Date.


 


4                                          Liquidity Interest Periods


 


4.1                                Initial interest periods


 


The first
Liquidity Interest Period in respect of a Liquidity Drawing commences on (and
includes) its Drawdown Date and ends on (but excludes) the next Payment
Date.  Each subsequent Liquidity
Interest Period will commence on (and include) a Payment Date and end on (but
exclude) the next Payment Date.


 


4.2                                Final interest period


 


A Liquidity
Interest Period in respect of a Liquidity Drawing which would otherwise end
after the Final Termination Date of the Trust ends on (but excludes) that Final
Termination Date.


 


5                                          Interest


 


5.1                                Payment of Interest


 


The Trustee
agrees to pay to the Liquidity Facility Provider interest on the daily balance
of each Liquidity Drawing from and including its Drawdown Date until the
Liquidity Drawing is repaid in full.  On
each Payment Date, the Trustee will pay to the Liquidity Facility Provider
accrued interest on each Liquidity Drawing. 
If, on any Payment Date, all amounts due in accordance with this clause
5.1 (“Payment of Interest”) 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.


 


5.2                                Calculation of Interest


 


Interest is to
be calculated for each Liquidity Interest Period.  Interest accrues from day to day and is to be calculated on
actual days elapsed and a 365 day year. 
Interest is payable in arrears on each Payment Date in the manner
contemplated by clause 5.1 (“Payment of
Interest”).  Subject to
clause 5.3 (“Liquidity Interest Rate
Variation”) the rate of interest paid to the Liquidity Facility
Provider in respect of a Liquidity Interest Period is the sum of the Bank Bill
Rate on the first day of that Liquidity Interest Period (rounded to 3 decimal
places) and 0.275% per annum (“Liquidity
Interest Rate”).


 


6

















 


5.3                                Liquidity Interest Rate


 


The margin
over the Bank Bill Rate described in clause 5.2 (“Calculation of Interest”) may be varied from time to time by
the Trust Manager, the Trustee and the Liquidity Facility Provider provided
that the Trust Manager notifies each Designated Rating Agency of the variation
and receives confirmation from each Designated Rating Agency that the variation
will not have an Adverse Rating Effect.


 


5.4                                Interest on overdue amounts


 


(a)                                  If any payment by the Trustee on a Payment Date under clause 5.1 (“Payment of Interest”) is insufficient to
pay the full amount of accrued interest on each Liquidity Drawing and any other
interest due and payable under clause 5.4(b) (“Interest
on overdue amounts”) up to the close of the Liquidity Interest
Period just ended, such unpaid interest will itself capitalise and bear
interest in accordance with clauses 5.1 (“Payment
of Interest”) and 5.2 (“Calculation
of Interest”) of this agreement.


 


(b)                                 The Trustee agrees to pay interest on any amount payable by it under
this agreement (including without limitation on any unpaid interest) from when
it becomes due for payment during the period that it remains unpaid.  Interest is payable at the rate set out in
clause 5.2, (“Calculation of Interest”)
as if the amount is a Liquidity Drawing having successive Liquidity Interest
Periods calculated in accordance with clause 4 (“Liquidity Interest Periods”).  The first Liquidity Interest Period commences on the day when the
outstanding amount becomes due for payment and each subsequent Liquidity
Interest Period commences on the day when the preceding Liquidity Interest
Period expires.


 


5.5                                Obligation unaffected


 


The Trustee’s
obligation to pay the outstanding amount on the date it becomes due for payment
is not affected by clause 5.4 (“Interest on
overdue amounts”).


 


5.6                                Interest following judgment or
order


 


If a liability
under this agreement becomes merged in a judgment or order, then the Trustee
agrees to pay interest to the Liquidity Facility Provider on the amount of that
liability as an independent obligation. 
This interest accrues from the date the liability becomes due for
payment both before and after the judgment or order until it is paid, at a rate
that is the higher of the rate payable under the judgment or order and the rate
referred to in clause 5.4(b) (“Interest on
overdue amounts”).


 


6                                          Repayment of Liquidity
Drawings


 


6.1                                Repayment of Liquidity
Drawings


 


Subject to
clause 6.3 (“Repayment on Termination Date”),
on each Payment Date, the Trustee will repay so much of the Liquidity Principal
Outstanding


 


7

















 


under all
Liquidity Drawings as there are funds available for this purpose in accordance
with clause 14 (“Cashflow Allocation
Methodology”) of the Supplemental Deed.  If, on any Payment Date, all amounts due in accordance with this
clause 6.1 (“Repayment of Liquidity Drawings”)
are not paid or repaid in full, on each following Payment Date the Trustee will
pay or repay so much of the amounts as there are funds available for that
purpose in accordance with the Supplemental Deed until such amounts are paid or
repaid in full.


 


6.2                                Re-Drawing


 


Amounts repaid
pursuant to clause 6.1 (“Repayment of
Liquidity Drawings”) may be redrawn by the Trustee in accordance
with the terms of this agreement.


 


6.3                                Repayment on Termination Date


 


Notwithstanding
clause 6.1 (“Repayment of Liquidity Drawings”),
on or before the Liquidity Facility Termination Date, the Trustee must repay:


 


(a)                                  the Liquidity Principal Outstanding;


 


(b)                                 interest accrued thereon; and


 


(c)                                  all other money due under this agreement,


 


in each case
to the extent that amounts are available for that purpose in accordance with
the Master Trust Deed and the Supplemental Deed.


 


6.4                                Part Payment


 


If all amounts
due in accordance with clause 6.3 (“Repayment
on Termination Date”) are not paid or repaid in full on the Payment
Date immediately following the Liquidity Facility Termination Date, the Trustee
will repay so much of such amounts on succeeding Payment Dates as is available
for that purpose in accordance with the Master Trust Deed and the Supplemental
Deed until all such amounts are paid or repaid in full.


 


7                                          Availability Fee


 


7.1                                Availability Fee


 


The Trustee
will pay to the Liquidity Facility Provider an availability fee of 0.15% per
annum on the then un-utilised portion of the Liquidity Limit.  The fee will be:


 


(a)                                  calculated and accrue daily from the first day of the Availability
Period on the basis of a 365 day year; and


 


(b)                                 paid quarterly in arrears on each Payment Date in accordance with
the Supplemental Deed.


 


8

















 


7.2                                Availability Fee Variation


 


The
availability fee payable under clause 7.1 (“Availability
Fee”) may be varied from time to time by the Trust Manager, the
Trustee and the Liquidity Facility Provider provided that the Trust Manager
notifies each Designated Rating Agency of the variation and receives
confirmation from each Designated Rating Agency that the variation will not
have an Adverse Rating Effect.


 


8                                          Cancellation or reduction of
the Liquidity Facility


 


8.1                                Cancellation


 


(a)                                  Subject to paragraph (b), the Trustee may on the direction of the
Trust Manager cancel the Liquidity Facility by written notice to the Liquidity
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
Liquidity 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.


 


8.2                                Reduction of Liquidity Limit


 


The Trustee
may on the direction of the Trust Manager reduce the Liquidity Limit in whole
or in part by written notice to the Liquidity Facility Provider if each
Designated Rating Agency has confirmed that the reduction of the Liquidity
Limit will not have an Adverse Rating Effect.


 


8.3                                When notices effective


 


A notice given
by the Trustee pursuant to either clause 8.1 (“Cancellation”)
or 8.2 (“Reduction of Liquidity Limit”)
will be effective on the day which is 3 Business Days after receipt by the
Liquidity Facility Provider (or such other period agreed between the Trustee,
the Trust Manager and the Liquidity Facility Provider).


 


8.4                                Ratings downgrade


 


If, on a
Determination Date during the Availability Period, the Liquidity Facility
Provider does not have the Required Liquidity Rating from each Designated
Rating Agency, the Liquidity Facility Provider must within 30 Business Days or
such longer period as may be agreed by each Designated Rating Agency:


 


(a)                                  use its reasonable endeavours to procure another person with the
Required Liquidity Rating to assume its obligations under this agreement,
notice of which must be given to each Designated Rating Agency; or


 


(b)                                 take such other steps as are agreed with each Designated Rating
Agency to ensure that there is no Adverse Rating Effect.


 


9

















 


9                                          Changed costs event


 


9.1                                Determination


 


Subject to
clause 18 (“Liability of Trustee and Limited
Recourse”), if, as a result of a Changed Costs Event, the Liquidity
Facility Provider determines that:


 


(a)                                  there is any direct or indirect change in the cost to the Liquidity
Facility Provider of providing, agreeing to provide, maintaining its commitment
to provide, funding or maintaining financial accommodation under this
agreement;


 


(b)                                 there is any direct or indirect change in any amount received or
receivable by the Liquidity Facility Provider in the effective return to the
Liquidity Facility Provider in connection with financial accommodation provided
or to be provided under this agreement (including, without limitation, the
return on the Liquidity Facility Provider’s overall capital which could have
been achieved but for the occurrence of the Changed Costs Event); or


 


(c)                                  the Liquidity Facility Provider is required to make a payment or to
forgo interest or other return on or calculated by reference to an amount
received or receivable under this agreement,


 


then the
Trustee must on the direction of the Trust Manager pay (if applicable) to the
Liquidity Facility Provider on the next Payment Date the additional amount
which the Liquidity Facility Provider certifies is necessary to compensate the
Liquidity Facility Provider for the changed cost, reduction, payment or forgone
interest or other return.


 


9.2                                Indirect cost


 


If the changed
cost, reduction, payment or forgone interest or other return is indirect, the
Trustee (if applicable) agrees to pay the Liquidity Facility Provider the
proportion of it which the Liquidity Facility Provider determines to be fairly
attributable to the financial accommodation made available under this
agreement.


 


9.3                                Certificate


 


The Liquidity
Facility Provider must provide a certificate to the Trust Manager setting out
details of the relevant Changed Costs Event and the  calculations made by the Liquidity Facility Provider to
determine the new amount payable under clause 9.1 (“Determination”).  Any
such certificate signed by the Liquidity Facility Provider as to an amount
payable by the Trustee under this clause 9 (“Changed
costs event”) is conclusive evidence of the amount stated in it in
the absence of manifest error.  In
determining additional amounts payable under this clause 9 (“Changed costs event”), the Liquidity
Facility Provider may use averaging and attribution methods commonly used by
financiers or any other reasonable averaging or attribution method.


 


10

















 


9.4                                Minimisation


 


If the
Liquidity Facility Provider is to receive any additional payment under clause
9.1 (“Determination”), the
Liquidity Facility Provider must use its best endeavours to make the relevant
advances or financial accommodation available by some alternative means
(including, without limitation, changing its lending office or making the
advances or financial accommodation available through a Related Entity of the
Liquidity Facility Provider) which would avoid the necessity for the additional
payment or reduce the amount of it. 
Nothing in this clause 9.4 (“Minimisation”)
affects the obligations of the Trustee under clauses 9.1 (“Determination”) and 9.2 (“Indirect cost”).


 


10                                   Illegality


 


10.1                         Termination due to
impossibility or illegality


 


If as a result
of any change in a law, regulation, code of practice or an official directive
which has the force of law or compliance with which is in accordance with the
practice of responsible bankers in the jurisdiction concerned, or in their
interpretation or administration after the date of this agreement, the Liquidity
Facility Provider determines that it is or has become apparent that it will
become contrary to that official directive, impossible or illegal for the
Liquidity Facility Provider to fund, provide or maintain financial
accommodation or otherwise observe its obligations under this agreement then
the Trustee, on the immediately following Payment Date, must, to the extent
that there are funds available under clause 14 (“Cashflow Allocation Methodology”) of the Supplemental Deed
to do so, prepay so much of the Liquidity Principal Outstanding as the
Liquidity Facility Provider specifies to the Trustee in writing together with
accrued interest and other amounts payable by the Trustee under this
agreement.  The Liquidity Facility
Provider’s obligations to the Trustee under this agreement terminate on the
giving of the notice.


 


10.2                         Payments on Payment Date


 


If, on any
Payment Date, all amounts due in accordance with clause 10.1 (“Termination due to impossibility or illegality”)
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.


 


11                                   Payments and taxes


 


11.1                         Manner of payment


 


The Trustee
agrees to make payments to the Liquidity Facility Provider under this agreement
not later than 5.00pm local time in the place of payment on the due date in
immediately available funds to the account of the Liquidity Facility Provider
at the bank which the Liquidity Facility Provider designates by prior written
notice to the Trustee.  All payments
must be made in accordance with the Master Trust Deed and the Supplemental
Deed.


 


11

















 


11.2                         No set off, etc


 


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.


 


12                                   Representations and warranties


 


12.1                         General representations and
warranties


 


The Trustee
represents and warrants to the Liquidity Facility Provider as follows:


 


(a)                                  (incorporation) it is
validly incorporated and existing under the laws pursuant to which it purports
to have been incorporated;


 


(b)                                 (corporate power) it
has the corporate power to own its assets and to carry on its business as it is
now being conducted and as proposed to be conducted under this agreement and
under each of the Transaction Documents to which it is a party;


 


(c)                                  (power) it has full
power and authority to enter into and perform its obligations under this
agreement and each of the Transaction Documents to which it is a party;


 


(d)                                 (all action taken) it
has taken all necessary internal corporate action to authorise the execution,
delivery and performance of this agreement and each of the Transaction
Documents to which it is a party in accordance with their respective terms and
no additional approval or consent of any person is required;


 


(e)                                  (validity of obligations)
this agreement and each of the Transaction Documents to which it is a party
constitute legal, valid and binding obligations of it and, subject to any
necessary stamping and registration and to doctrines of equity and laws and
defences generally affecting creditors’ rights, are enforceable in accordance
with their respective terms;


 


(f)                                    (no violation) the
execution, delivery and performance by it of this agreement and each of the
Transaction Documents to which it is a party does not and will not violate in
any respect any material provision of:


 


(i)                                     any law, regulation, authorisation, ruling, consent, judgement,
order or decree of any Governmental Agency;


 


(ii)                                  its constitution; or


 


(iii)                               any Encumbrance or document which is binding upon it or any of its
assets,


 


and (except in
respect of the Deed of Charge) does not and will not result in:


 


12

















 


(iv)                              the creation or imposition of any Encumbrance or restriction of any
nature on any of its assets under the provision of; or


 


(v)                                 the acceleration of the date of payment of any obligation existing
under,


 


any
Encumbrance or document which is binding upon it or its assets;


 


(g)                                 (Authorisations) it has
obtained all Authorisations necessary for it to enter into, and perform its
obligations under, the Transaction Documents and such Authorisations remain in
full force and effect;


 


(h)                                 (creation of Trust) the
Trust has been validly created;


 


(i)                                     (appointment of Trustee)
it has been validly appointed as the trustee of the Trust;


 


(j)                                     (sole trustee) it is
the sole trustee of the Trust;


 


(k)                                  (trust  power) it has power under the Transaction
Documents to enter into, perform and comply with its obligations, and to carry
out the transactions contemplated by, this agreement;


 


(l)                                     (no removal) as far as
it is aware, there are no proceedings to remove it as trustee of the Trust;


 


(m)                               (vesting date) the
vesting date has not occurred in respect of the Trust; and


 


(n)                                 (no Liquidity Event of Default)
to its knowledge no Liquidity Event of Default or event which with the giving
of notice, lapse of time or other applicable condition would become an Event of
Default has occurred which has not been waived or remedied in accordance with
this agreement.


 


12.2                         Trust Manager Representations and warranties


 


The Trust
Manager represents and warrants to the Liquidity Facility Provider as follows:


 


(a)                                  (incorporation) it is
validly incorporated and existing under the laws pursuant to which it purports
to have been incorporated;


 


(b)                                 (corporate power) it
has the corporate power to own its assets and to carry on its business as it is
now being conducted and as proposed to be conducted under this agreement and
under each of the Transaction Documents to which it is a party;


 


(c)                                  (power) it has full
power and authority to enter into and perform its obligations under this
agreement and each of the Transaction Documents to which it is a party;


 


(d)                                 (all action taken) it
has taken all necessary internal corporate action to authorise the execution,
delivery and performance of this agreement and each of the Transaction
Documents to which it is a


 


13

















 


party in
accordance with their respective terms and no additional approval or consent of
any person is required;


 


(e)                                  (validity of obligations)
this agreement and each of the Transaction Documents to which it is a party
constitute legal, valid and binding obligations of it and, subject to any
necessary stamping and registration and to doctrines of equity and laws and
defences generally affecting creditors’ rights, are enforceable in accordance
with their respective terms;


 


(f)                                    (no violation) the
execution, delivery and performance by it of this agreement and each of the
Transaction Documents to which it is a party does not and will not violate in
any respect any material provision of:


 


(i)                                     any law, regulation, authorisation, ruling, consent, judgement,
order or decree of any Governmental Agency; or


 


(ii)                                  its constitution;


 


(g)                                 (Authorisations) it has
obtained all Authorisations necessary for it to enter into, and perform its
obligations under, the Transaction Documents and such Authorisations remain in
full force and effect; and


 


(h)                                 (no Liquidity Event of Default)
to its knowledge no Liquidity Event of Default or event which with the giving
of notice, lapse of time or other applicable condition would become a Liquidity
Event of Default has occurred which has not been waived or remedied in
accordance with this agreement.


 


12.3                         Repetition


 


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.


 


13                                   General undertakings


 


13.1                         Trustee undertakings


 


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


 


14

















 


obligations
under this agreement and any other arrangements entered by it pursuant to the
Transaction Documents to which it is party;


 


(c)                                  (Authorisations) ensure
that each Authorisation required for it to act as trustee of the Trust and for
the business of the Trust to be conducted as now conducted or as contemplated
by the Transaction Documents, is obtained and promptly renewed and maintained
in full force and effect;


 


(d)                                 (not amend) not consent
to amend or revoke the provisions of the Master Trust Deed (insofar as it
affects the Trust) or the Supplemental Deed without the prior written consent
of the Liquidity Facility Provider (such consent not to be unreasonably
withheld or delayed); and


 


(e)                                  (Event of Default)
notify the Liquidity Facility Provider as soon as practicable after becoming
aware of an Event of Default or a Liquidity Event of Default.


 


13.2                         Trust Manager Undertakings


 


The Trust
Manager undertakes to:


 


(a)                                  (act as manager) act
continuously as manager of the Trust in accordance with the Master Trust Deed
and the Supplemental Deed until the Trust is terminated or until it has retired
or been removed in accordance with the Master Trust Deed;


 


(b)                                 (take actions) do
everything and take all such actions which are necessary (including, without
limitation, obtaining all such Authorisations and approvals as are appropriate)
to ensure that it is able to exercise all its powers and remedies and perform
all its obligations under this agreement and any other arrangements entered by
it pursuant to the Transaction Documents to which it is party;


 


(c)                                  (Authorisations) ensure
that each Authorisation required for it to act as manager of the Trust and for
the business of the Trust to be conducted as now conducted or as contemplated
by the Transaction Documents, is obtained and promptly renewed and maintained
in full force and effect;


 


(d)                                 (not amend) not consent
to amend or revoke the provisions of the Master Trust Deed (insofar as it
affects the Trust) or the Supplemental Deed without the prior written consent
of the Liquidity Facility Provider (such consent not to be unreasonably
withheld or delayed); and


 


(e)                                  (Event of Default)
notify the Liquidity Facility Provider as soon as practicable after becoming
aware of an Event of Default or a Liquidity Event of Default.


 


15

















 


14                                   Liquidity Events of Default


 


14.1                         Liquidity Events of Default


 


A Liquidity
Event of Default occurs if:


 


(a)                                  (failure to pay) the
Trustee fails to pay any amount owing under this agreement where funds are
available for that purpose under the Supplemental Deed in the manner
contemplated by this agreement, in each case within 10 Business Days of the due
date for payment of such amount;


 


(b)                                 (breach of undertaking)
the Trustee alters the priority of payments under the Transaction Documents
without the consent of the Liquidity Facility Provider or breaches its
undertaking to take all actions necessary to ensure it is able to exercise its
powers and remedies and to perform its obligations under this agreement and
that breach has a Material Adverse Effect in respect of the Liquidity Facility
Provider;


 


(c)                                  (Event of Default) an
Event of Default occurs in respect of the Supplemental Deed and the Global
Master Security Trust Deed and the Security Trustee (acting on the instructions
of the Secured Creditors) appoints a Receiver to the Assets of the Trust or is
directed to sell or otherwise realise the Assets of the Trust in accordance
with the Global Master Security Trust Deed and the Deed of Charge; or


 


(d)                                 (Insolvency Event) an
Insolvency Event occurs in respect of the Trustee in its individual capacity
and the Trustee is not replaced (by either the Trust Manager or a replacement
trustee) in accordance with the Master Trust Deed within 30 days of such
Insolvency Event.


 


14.2                         Consequences


 


If a Liquidity
Event of Default occurs, then the Liquidity Facility Provider may:


 


(a)                                  declare at any time that the Liquidity Principal Outstanding,
interest on the Liquidity Principal Outstanding, and all other amounts actually
or contingently payable under this agreement are immediately due and payable;
and/or


 


(b)                                 terminate the Liquidity Facility Provider’s obligations in respect
of the Liquidity Facility.


 


The Liquidity
Facility Provider may do either or both of these things with immediate effect.


 


15                                   Notices


 


15.1                         Form


 


Unless
expressly stated otherwise in the Transaction Document, all notices,
certificates, consents, approvals, waivers and other communications in


 


16

















 


connection
with that Transaction Document must be in writing, signed by an Authorised
Officer of the sender and marked for attention as set out or referred to in the
Details or, if the recipient has notified otherwise, marked for attention in
the way last notified.


 


15.2                         Delivery


 


They must be:


 


(a)                                  left at the address set out or referred to in the Details; or


 


(b)                                 sent by prepaid post (airmail, if appropriate) to the address set
out or referred to in the Details; or


 


(c)                                  sent by fax to the fax number set out or referred to in the Details.


 


However, if
the intended recipient has notified a changed postal address or changed fax
number, then the communication must be to that address or number.


 


15.3                         When effective


 


They take
effect from the time they are received unless a later time is specified in
them.


 


15.4                         Deemed receipt - postal


 


If sent by
post, they are taken to be received three days after posting (or seven days
after posting if sent to or from a place outside Australia).


 


15.5                         Deemed receipt - fax


 


If sent by
fax, they are taken to be received at the time shown in the transmission report
as the time that the whole fax was sent.


 


15.6                         Deemed receipt - general


 


Despite
clauses 15.4 (“Deemed receipt - postal”)
and 15.5 (“Deemed receipt - fax”),
if they are received after 5pm in the place of receipt or on a non-Business
Day, they are taken to be received at 9am on the next Business Day.


 


16                                   Security Interests and
assignment


 


Other than as
contemplated by the Transaction Documents, the Trustee may not, without the
consent of the Liquidity Facility Provider, create or allow to exist a Security
Interest over, or an interest in, this agreement or assign or otherwise dispose
of or deal with its rights under this agreement.  The Liquidity Facility Provider at any time may do any of those
things.


 


17

















 


17                                   Miscellaneous


 


17.1                         Certificate


 


A certificate
signed by the Liquidity Facility Provider about a matter (including, without limitation,
the Liquidity Interest Rate in respect of a Liquidity Drawing) or about a sum
payable to the Liquidity Facility Provider in connection with this agreement is
sufficient evidence of the matter or sum stated in the certificate unless the
matter or sum is proved to be false.


 


17.2                         Exercise of rights


 


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.


 


17.3                         Waiver and variation


 


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.


 


17.4                         Supervening legislation


 


Any present or
future legislation which operates to vary the obligations of the Trustee in
connection with this agreement with the result that the Liquidity Facility
Provider’s rights, powers or remedies are adversely affected (including,
without limitation, by way of delay or postponement) is excluded except to the
extent that its exclusion is prohibited or rendered ineffective by law.


 


17.5                         Approvals and consent


 


The Liquidity
Facility Provider may give (conditionally or unconditionally) or withhold its
approval or consent in its absolute discretion unless this agreement expressly
provides otherwise.


 


17.6                         Remedies cumulative


 


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.


 


17.7                         Indemnities


 


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.


 


18

















 


It is not
necessary for the Liquidity Facility Provider to incur expense or make payment
before enforcing a right of indemnity conferred by this agreement.


 


17.8                         Time of the essence


 


Time is of the
essence of this agreement in respect of an obligation of the Trustee to pay
money.


 


17.9                         Further assurances


 


At the
Liquidity Facility Provider’s request the Trustee must, at the expense of the
Trust:


 


(a)                                  execute and use its best endeavours to cause its successors to
execute documents and do everything else necessary or appropriate to bind the
Trustee and its successors under this agreement; and


 


(b)                                 use its best endeavours to cause relevant third parties to do
likewise to bind every person intended to be bound under this agreement.


 


18                                   Liability of Trustee and
limited recourse


 


18.1                         Trustee limited to Trust


 


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 18.3
(“Exclusions”)) 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.


 


18.2                         Claims against Trustee


 


The parties
other than the Trustee may not sue 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).


 


18.3                         Exclusions


 


The provisions
of this clause 18 (“Liability of Trustee and
limited recourse”) 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.


 


19

















 


18.4                         Acts or omissions


 


It is
acknowledged that the Relevant Parties are responsible under this agreement and
the other Transaction Documents in relation to the Trust for performing a
variety of obligations relating to the Trust. 
No act or omission of the Trustee (including any related failure to
satisfy its obligations or breach of representation and warranty under this
agreement) will be considered fraud, gross negligence or wilful default for the
purpose of clause 18.3 (“Exclusions”)
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.


 


18.5                         Limit of authority


 


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 18.3 (“Exclusions”).


 


18.6                         No obligation


 


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.


 


19                                   Governing law, jurisdiction
and service of process


 


19.1                         Governing law


 


Each
Transaction Document is governed by the law in force in the place specified in
the Details and the parties submit to the non-exclusive jurisdiction of the
courts of that place.


 


19.2                         Address for Service


 


Without
preventing any other method of service, any document in a court action may be
served on a party by being delivered to or left at that party’s address for
service of notices under clause 15 (“Notices”).


 


20                                   Counterparts


 


This deed may
consist of a number of copies, each signed by one or more parties to the
deed.  If so, the signed copies are
treated as comprising one document.


 


20

















 


21                                   Costs, Charges, Expenses and
Indemnities


 


21.1                         Indemnity on each Payment Date


 


The Trustee
will indemnify the Liquidity Facility Provider on each Payment Date following a
demand from the Liquidity Facility Provider for:


 


(a)                                  the costs, charges and expenses of the Liquidity Facility Provider
in connection with any consent, approval, exercise or non-exercise of rights
(including, without limitation, in connection with the contemplated or actual
enforcement or preservation of any rights under any Transaction Document),
waiver, variation, release or discharge in relation to any Transaction
Document;


 


(b)                                 Taxes (excluding any Taxes on the overall net income of the
Liquidity Facility Provider) and fees (including, without limitation,
registration fees) and fines and penalties in respect of these (except where
any such amount is incurred as a result of an act or omission of the Liquidity
Facility Provider), which may be payable or determined to be payable in
connection with any Transaction Document or a payment or receipt or any other
transaction contemplated by any Transaction Document; and


 


(c)                                  costs, charges and expenses of the Liquidity Facility Provider in
connection with any enquiry by any authority involving the Trustee, any Secured
Creditor or any of their Related Entities.


 


21.2                         Indemnity


 


The Trustee
will indemnify the Liquidity Facility Provider against any liability or loss
arising from, and any costs, charges and expenses incurred in connection with:


 


(a)                                  an Event of Default in respect of the Trust or any Liquidity Event
of Default;


 


(b)                                 a proposed Liquidity Drawing not being applied in accordance with
the relevant Drawdown Notice for any reason;


 


(c)                                  any payment required to be made under any Transaction Document not
being made on its due date in accordance with that document;


 


(d)                                 the Liquidity Facility Provider acting in connection with a
Transaction Document in good faith on facsimile or telephone instructions
purporting to originate from the offices of the Trustee including, without
limitation, liability, loss, costs, charges or expenses on account of funds
borrowed, contracted for or used to fund any amount payable under the
Transaction Document and including, in each case (but without limitation),
legal costs and expenses on a full indemnity basis or solicitor and own client
basis, whichever is the higher; or


 


(e)                                  a breach by the Trustee of any representation and warranty contained
in clause 12 (“Representations and
warranties”) of this agreement or of any of its obligations under
this agreement.


 


21

















 


21.3                         Trustee to pay Liquidity
Facility Provider


 


The Trustee
agrees to pay to the Liquidity Facility Provider an amount equal to any
liability, loss, cost, charge or expense of the kind referred to in clause 21.2
(“Indemnity”) suffered or
incurred by any employee, officer, agent or contractor of the Liquidity
Facility Provider.


 


21.4                         Trustee obligation


 


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.


 


21.5                         Limit of indemnity


 


The
indemnities in clauses 21.1 (“Indemnity on
each Payment Date”), 21.2 (“Indemnity”)
and 21.3 (“Trustee to pay Liquidity Facility
Provider”) do not extend to any liability, loss, cost, charge or
expense that is finally and judicially determined to result from any
negligence, wilful default or breach of law by the Liquidity Facility Provider.


 


21.6                         Notification


 


If the
Liquidity Facility Provider receives written notice of any act, matter or thing
which may give rise to a liability, loss, cost, charge or expense in relation
to which the Trustee would be required to indemnify it under clauses 21.1 (“Indemnity on each Payment Date”), 21.2 (“Indemnity”) or 21.3 (“Trustee to pay Liquidity Facility Provider”),
the Liquidity Facility Provider will notify the Trustee of that act, matter or
thing giving such details as it is practicable to give as soon as it is
reasonably practicable and in any event within 5 Business Days of it coming to
its attention, provided that failure to do so will not result in any loss or
reduction in the indemnity contained in clauses 21.1 (“Indemnity on each Payment Date”), 21.2 (“Indemnity”) or 21.3 (“Trustee to pay Liquidity Facility Provider”)
unless the Trustee has been prejudiced in any material respect by such failure.


 


22                                   Liquidity Facility Provider Termination Date


 


22.1                         Payment Date


 


Subject to
clause 22.2 (“Confirmation from each Designated
Rating Agency”), the Trust Manager may by giving not less than 5
Business Days notice to the Liquidity Facility Provider and the Trustee,
declare a Payment Date as the date upon which:


 


(a)                                  the Liquidity Facility Provider will be replaced by a substitute
Liquidity Facility Provider; and


 


(b)                                 the Liquidity Facility will terminate.


 


22

















 


22.2                         Confirmation from each
Designated Rating Agency


 


On or before
the declaration of the Payment Date by the Trust Manager in accordance with
clause 22.1 (“Payment Date”) the
Trust Manager must obtain written confirmation from each Designated Rating
Agency that the termination of the Liquidity Facility and the appointment of
the proposed substitute Liquidity Facility Provider on that Payment Date will
not result in an Adverse Rating Effect.


 


22.3                         Termination Date


 


The Liquidity
Facility Provider Termination Date will be the later of:


 


(a)                                  the Payment Date declared in accordance with clause 22.1 (“Payment Date”); and


 


(b)                                 the date upon which the Trustee has paid or repaid to the Liquidity
Facility Provider all Liquidity Drawings outstanding on the Payment Date
declared in accordance with clause 22.1 (“Payment
Date”) together with all accrued but unpaid interest and all other money
outstanding under this agreement.


 


23                                   Interpretation


 


23.1                         Definitions


 


The following
words have these meanings in this agreement unless the contrary intention
appears.


 


Available Liquidity Amount means on
any Determination Date an amount equal to:


 


(a)                                  the Liquidity Limit on that Determination Date; less


 


(b)                                 the Liquidity Principal Outstanding on that Determination Date.


 


Availability Period means the period
commencing on the Closing Date and ending on the Liquidity Facility Termination
Date.


 


Changed Costs Event means:


 


(a)                                  the introduction or commencement after the date of this agreement
of, or any change in, or in the interpretation, application or administration
of the compliance by, or a change in the method of compliance by, the Liquidity
Facility Provider with any law or regulation;


 


(b)                                 the incurrence of any new Taxes (other than a Tax on the overall net
income of the Liquidity Facility Provider); or


 


(c)                                  the imposition by any regulatory authority in respect of the
Liquidity Facility Provider of any new, or change in the imposition of any (as
at the date of this agreement) reserve requirement, statutory reserve deposit,
special deposit, capital adequacy ratio, equity ratio, liquidity ratio,
liabilities ratio or other similar requirement,


 


23

















 


whether such
event results in an increase or a decrease in the relevant amount or cost
referred to in clause 9.1 (“Determination”).


 


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.


 


Details means the section of this
agreement entitled “Details”.


 


Drawdown Date means the date on which
a drawing is or is to be made under the Liquidity Facility, which date must be
a Payment Date in respect of the Trust.


 


Drawdown Notice means a notice given
in accordance with clause 3.1 (“Use of
Liquidity Facility”).


 


Liquidity Drawing means a drawing made
under clause 1.4 (“Trust Manager to make
drawing”) of this agreement.


 


Liquidity Event of Default has the
meaning given to it in clause 14.1 (“Liquidity
Events of Default”).


 


Liquidity Facility means the facility granted
pursuant to this agreement.


 


Liquidity Facility Provider Termination Date means the date determined under clause 22.3 (“Termination Date”).


 


Liquidity Facility Termination Date
means the earliest of:


 


(a)                                  the date which is one month after the date upon which all Notes have
been fully and finally redeemed in full in accordance with the Transaction
Documents in respect of the Trust, and the Trust Manager has notified the
Trustee that it does not intend that any further Notes will be issued in respect
of the Trust;


 


(b)                                 the date upon which the Liquidity Facility Provider makes a
determination under clause 10 (“Illegality”);


 


(c)                                  the date upon which the Trust Manager terminates the Liquidity
Facility under clause 22.1 (“Payment Date”)
and clause 22.3 (“Termination Date”);


 


(d)                                 the date upon which the Liquidity Limit is cancelled or reduced to
zero under clause 8 (“Cancellation or
reduction of the Liquidity Facility”); and


 


(e)                                  the date upon which the Liquidity Facility Provider terminates the
Liquidity Facility under clause 14.2 (“Consequences”).


 


Liquidity Interest Period means each
period determined in accordance with clause 5 (“Interest”).


 


24

















 


Liquidity Interest Rate means, in
respect of a Liquidity Drawing, the interest rate calculated in accordance with
clause 5.2 (“Calculation of Interest”).


 


Liquidity Limit means, at any time,
the lesser of:


 


(a)                                  A$16 million;


 


(b)                                 the Performing Purchased Receivables Amount on the last day of the
previous Collection Period; and


 


(c)                                  the amount (if any) to which the Liquidity Limit has been reduced at
that time in accordance with clause 8.2 (“Reduction
of Liquidity Limit”).


 


Liquidity Principal Outstanding means,
on a Determination Date, an amount equal to:


 


(a)                                  the aggregate of all Liquidity Drawings previously made or to be
made on the immediately following Payment Date; less


 


(b)                                 any repayments or prepayments of all such Liquidity Drawings made by
the Trustee on or before the immediately following Payment Date.


 


Liquidity Shortfall has the meaning
given to that term in the relevant Supplemental Deed.


 


Performing Purchased Receivables Amount means, at any time, the aggregate of:


 


(a)                                  the Outstanding Balance of all Housing Loans which comprise part of
the Purchased Receivables in respect of which no payment due from the Debtor
has been in arrears for a period of more than 90 consecutive days; and


 


(b)                                 the Outstanding Balance of all Housing Loans which comprise part of
the Purchased Receivables in respect of which a payment from the Debtor has
been in arrears for a period of more than 90 consecutive days and in respect of
which a valid claim is available under a Mortgage Insurance Policy.


 


Required Liquidity Rating means the
short term rating (if any) of:


 


(a)                                  A-1+, in the case of S&P;


 


(b)                                 F1, in the case of Fitch;


 


(c)                                  P-1, in the case of Moody’s; or


 


(d)                                 an equivalent rating in the case of another Designated Rating
Agency,


 


assigned to
the Liquidity Facility Provider by each Designated Rating Agency.


 


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Supplemental Deed means the deed
entitled “Kingfisher Trust 2004-1G Supplemental Deed” dated on or about the
date of this agreement between, amongst others, the Trustee and the Trust
Manager.


 


Trust means the Kingfisher Trust
2004-1G.


 


23.2                         Other definitions


 


Unless
otherwise defined in this agreement, words and phrases defined in the Definitions Schedule or
the Supplemental Deed have the same meaning in this agreement, with references
to “this deed” being construed as references to “this agreement”.  In the event of an inconsistency between a
definition in the Definitions Schedule or the Supplemental Deed and this
agreement, the definition in this agreement prevails.  In the event of an inconsistency between a definition in the
Definitions Schedule and the Supplemental Deed, the definition in the
Supplemental Deed prevails.


 


23.3                         Interpretation


 


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.


 


23.4                         Limitation


 


The rights and
obligations of the parties under this agreement relate only to the Trust.  The Liquidity Facility Provider has no
obligation under this agreement to provide financial accommodation to the
Trustee in respect of any other trust established under the Master Trust Deed.


 


EXECUTED as an agreement


 


26

















 


Kingfisher Trust 2004-1G Liquidity
Facility Agreement


Schedule 1 -
Drawdown Notice (clause 3)


 


 


To:                               Australia and New Zealand Banking Group Limited


 


 


[Date]


 


Dear
Sirs/Madams


 


Liquidity Facility Agreement between Perpetual Trustee Company Limited,
ANZ Capel Court Limited and Australia and New Zealand Banking Group Limited
dated [#] (“Liquidity Facility Agreement”)


 


The Trustee
gives notice under clause 3.1 (“Use of
Liquidity Facility”) of the Liquidity Facility Agreement that it
wants to use the Liquidity Facility granted in respect of the Kingfisher Trust
2004-1G (“Trust”).


 


The
particulars of the Liquidity Drawing required to be given under clause 3.3 (“Form of notice”) of the Liquidity Facility
Agreement are as follows:


 


(a)                                   the proposed Drawdown Date is
[          ];


 


(b)                                  the Liquidity Drawing is to be made in respect of the Trust;


 


(c)                                   the amount of the proposed Liquidity Drawing is
$[          ] and its method
of calculation is as follows:


 


[                          ];
and


 


(d)                                  the proposed Liquidity Drawing is to be paid into the Collection
Account.


 


A term which
has a defined meaning in (or is incorporated in) the Liquidity Facility
Agreement has the same meaning as in the Liquidity Facility Agreement when used
in this Drawdown Notice.


 


	
  Yours
  faithfully

  
	
   

  
	
   

  	
   

  
	
  [name of
  person]

  
	
  being an
  Authorised Officer of

  
	
  Perpetual Trustee Company Limited

  



 


27

















 


Kingfisher Trust 2004-1G Liquidity
Facility Agreement


Signing page


 


 


 


	
  DATED:

  	
   

  	
   

  



 


	
  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
  revocation of the power of

  
	
  Occupation
  of witness

  	
  )

  	
  attorney

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SIGNED by

  	
  )

  	
   

  
	
  on behalf of
  ANZ CAPEL COURT

  	
  )

  	
   

  
	
  LIMITED in the presence of:

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Signature of
  witness

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  Name of
  witness (block letters)

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  	
   

  
	
   

  	
  )

  	
  By executing
  this agreement the

  
	
  Address of
  witness

  	
  )

  	
  signatory
  states that the signatory has

  
	
   

  	
  )

  	
  received no
  notice of revocation of the

  
	
   

  	
  )

  	
  authority
  under which this agreement is

  
	
  Occupation
  of witness

  	
  )

  	
  executed

  



 


28

















 


	
  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
  revocation of the power of

  
	
  Occupation
  of witness

  	
  )

  	
  attorney

  



 


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