Exhibit 4.2


 


 





 


 


Kingfisher
Trust 2004-1G

Supplemental Deed


 


Dated


 


 


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


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


P.T. Limited
(ABN 67 004 454 666) (“Security Trustee”)


Australia and
New Zealand Banking Group Limited (ABN 11 005 357 522) (“Seller,” “Servicer”,
“Custodian,” “Originator” and “Residual Income Unitholder”)


Kingfisher
Securitisation Pty Ltd (ABN 89 093 469 375) (“Residual Capital Unitholder”)


 


 


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


 

















 


Kingfisher Trust 2004-1G Supplemental Deed


Contents


 


	
  Details

  	
   

  
	
   

  	
   

  
	
  General
  terms

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Name of Trust

  	
   

  
	
  1.2

  	
  Determination of
  final Payment Date

  	
   

  
	
  1.3

  	
  Realisation of
  Assets of the Trust

  	
   

  
	
  1.4

  	
  Conditions of Sale
  during 180 days

  	
   

  
	
  1.5

  	
  Right of
  refusal

  	
   

  
	
  1.6

  	
  Sale at
  lower price

  	
   

  
	
  1.7

  	
  Conditions of sale
  after 180 days

  	
   

  
	
  1.8

  	
  Further
  conditions of sale after 180 days

  	
   

  
	
  1.9

  	
  Procedures pending
  winding-up

  	
   

  
	
  1.10

  	
  Costs on winding-up of
  the Trust

  	
   

  
	
  1.11

  	
  Calculation of Final
  Distributions

  	
   

  
	
  1.12

  	
  Final
  Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Entitlement of
  Beneficiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Issue of Units

  	
   

  
	
  2.2

  	
  Entry
  in Unit Register

  	
   

  
	
  2.3

  	
  Beneficial
  Interest

  	
   

  
	
  2.4

  	
  Failure to
  issue

  	
   

  
	
  2.5

  	
  Residual
  Capital Unit

  	
   

  
	
  2.6

  	
  Residual
  Income Unit

  	
   

  
	
  2.7

  	
  Unit Register

  	
   

  
	
  2.8

  	
  Transfer of
  Units

  	
   

  
	
  2.9

  	
  Limit on rights

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Seller
  and Servicer

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Seller

  	
   

  
	
  3.2

  	
  Right
  of indemnity - Consumer Credit Legislation

  	
   

  
	
  3.3

  	
  Servicer

  	
   

  
	
  3.4

  	
  Relevant Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Optional
  Extinguishment of interest

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Clean-Up offer

  	
   

  
	
  4.2

  	
  Calculation

  	
   

  
	
  4.3

  	
  Acceptance

  	
   

  
	
  4.4

  	
  Consent
  of Note Holders

  	
   

  
	
  4.5

  	
  Extinguishment

  	
   

  
	
  4.6

  	
  Clean-Up Amount

  	
   

  
	
  4.7

  	
  Clean-Up
  Account

  	
   

  
	
  4.8

  	
  Notification - Trust
  Manager

  	
   

  
	
  4.9

  	
  Notification
  - Residual Income Unitholders

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Receivables

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Requirement
  to satisfy

  	
   

  
	
  5.2

  	
  Eligibility
  Criteria

  	
   

  



 


i

















 


	
  5.3

  	
  No
  investigation

  	
   

  
	
  5.4

  	
  Servicer may
  release Related Security

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  The Custodian

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Appointment

  	
   

  
	
  6.2

  	
  Standard

  	
   

  
	
  6.3

  	
  Transfer
  of Custody

  	
   

  
	
  6.4

  	
  Information
  Indemnity

  	
   

  
	
  6.5

  	
  Auditor review

  	
   

  
	
  6.6

  	
  Reporting

  	
   

  
	
  6.7

  	
  Document Custody Audit
  Report

  	
   

  
	
  6.8

  	
  Timing of
  Document Custody Audit Reports

  	
   

  
	
  6.9

  	
  Adverse Document
  Custody Audit Report

  	
   

  
	
  6.10

  	
  Custodian
  Transfer Event

  	
   

  
	
  6.11

  	
  Deposited Title Documents

  	
   

  
	
  6.12

  	
  Failure to
  comply

  	
   

  
	
  6.13

  	
  Indemnity

  	
   

  
	
  6.14

  	
  Trustee to
  co-operate with Servicer

  	
   

  
	
  6.15

  	
  Trustee’s
  duty while holding Title Documents

  	
   

  
	
  6.16

  	
  Reappointment
  of the Custodian as custodian

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Purpose

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Purpose

  	
   

  
	
  7.2

  	
  Criteria

  	
   

  
	
  7.3

  	
  General

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Terms of issue of the Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Notes to be
  issued

  	
   

  
	
  8.2

  	
  Form, constituent documents and
  denomination of the Notes

  	
   

  
	
  8.3

  	
  Tranches
  of Class A Notes and Class B Notes

  	
   

  
	
  8.4

  	
  Tranching
  Notice

  	
   

  
	
  8.5

  	
  No Tranches

  	
   

  
	
  8.6

  	
  Ranking

  	
   

  
	
  8.7

  	
  Initial Invested
  Amount of the Notes

  	
   

  
	
  8.8

  	
  Interest on the Class A
  Notes

  	
   

  
	
  8.9

  	
  Interest on the Class B
  Notes

  	
   

  
	
  8.10

  	
  Overdue
  interest

  	
   

  
	
  8.11

  	
  Redemption

  	
   

  
	
  8.12

  	
  Trustee’s
  Covenant to the Note Holders

  	
   

  
	
  8.13

  	
  Register
  of Note Holders

  	
   

  
	
  8.14

  	
  Transfer and
  Transmission of Notes

  	
   

  
	
  8.15

  	
  Taxation

  	
   

  
	
  8.16

  	
  Rounding
  of Payments

  	
   

  
	
  8.17

  	
  Call Option

  	
   

  
	
  8.18

  	
  Redemption for
  Taxation or Other Reasons

  	
   

  
	
  8.19

  	
  Reliance

  	
   

  
	
  8.20

  	
  Notification
  of early redemption to the United Kingdom Listing Authority

  	
   

  



 


ii

















 


	
  9

  	
  Conditions
  Precedent

  	
   

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Conditions
  precedent to the issue of Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Representations and
  warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Representations
  and warranties

  	
   

  
	
  10.2

  	
  Trustee
  representations and warranties

  	
   

  
	
  10.3

  	
  Seller
  representations and warranties

  	
   

  
	
  10.4

  	
  Trust
  Manager, Servicer or Seller becomes aware

  	
   

  
	
  10.5

  	
  Trustee
  becomes aware

  	
   

  
	
  10.6

  	
  Remedy of
  defaults during Prescribed Period

  	
   

  
	
  10.7

  	
  Limitation
  on rights of Trustee during Prescribed Period

  	
   

  
	
  10.8

  	
  Limit of
  Seller’s liability for Receivables

  	
   

  
	
  10.9

  	
  Seller’s
  liability for damages after Prescribed Period

  	
   

  
	
  10.10

  	
  Seller
  to pay damages within five Business Days

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Payments

  	
   

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  Manner

  	
   

  
	
  11.2

  	
  Cleared Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Collections

  	
   

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Establishment
  of Collection Account with Servicer

  	
   

  
	
  12.2

  	
  Remittance to
  Collection Account

  	
   

  
	
  12.3

  	
  Retention

  	
   

  
	
  12.4

  	
  Remittance

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  Termination
  of the Swaps and Application of Threshold Rate

  	
   

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Calculation of Threshold
  Rate

  	
   

  
	
  13.2

  	
  Termination
  of Basis Swap or Fixed Rate Swap

  	
   

  
	
  13.3

  	
  Seller’s
  Discretion

  	
   

  
	
  13.4

  	
  Trustee’s power

  	
   

  
	
  13.5

  	
  Termination of
  Linked Deposit Accounts

  	
   

  
	
  13.6

  	
  Servicer to
  adjust

  	
   

  
	
  13.7

  	
  Gross Up for
  Linked Deposit Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Cashflow Allocation
  Methodology

  	
   

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  General

  	
   

  
	
  14.2

  	
  Collection
  Period

  	
   

  
	
  14.3

  	
  Finance Charge Collections

  	
   

  
	
  14.4

  	
  Calculation of
  Available Income

  	
   

  
	
  14.5

  	
  Principal Draw

  	
   

  
	
  14.6

  	
  Liquidity
  Drawing

  	
   

  
	
  14.7

  	
  Calculation
  and application of Total Available Income

  	
   

  
	
  14.8

  	
  Required
  Payments (Interest waterfall)

  	
   

  
	
  14.9

  	
  Class
  A Note Conditions

  	
   

  
	
  14.10

  	
  Excess
  Available Income

  	
   

  
	
  14.11

  	
  Principal
  Collections

  	
   

  
	
  14.12

  	
  Redraw
  Shortfall

  	
   

  
	
  14.13

  	
  Principal
  Distributions

  	
   

  



 


iii

















 


	
  14.14

  	
  Payments
  of Principal on the Notes and to the Redraw Facility Provider

  	
   

  
	
  14.15

  	
  Carryover Principal
  Charge-Offs

  	
   

  
	
  14.16

  	
  Increases

  	
   

  
	
  14.17

  	
  Early
  Repayment Costs and Early Repayment Benefits

  	
   

  
	
  14.18

  	
  Application
  of proceeds following an Event of Default

  	
   

  
	
  14.19

  	
  Excluded Amount

  	
   

  
	
  14.20

  	
  Replacement Currency Swap

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Determinations by Trust
  Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  15.1

  	
  Determinations by Trust
  Manager

  	
   

  
	
  15.2

  	
  Notifications

  	
   

  
	
  15.3

  	
  Determination

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Trust
  Manager, Trustee, Custodian and Servicer Fees

  	
   

  
	
   

  	
   

  	
   

  
	
  16.1

  	
  Trust
  Manager’s fee

  	
   

  
	
  16.2

  	
  Trustee’s fee

  	
   

  
	
  16.3

  	
  Custodian’s fee

  	
   

  
	
  16.4

  	
  Servicer’s fee

  	
   

  
	
  16.5

  	
  Fee and GST

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  
	
  17.1

  	
  Form

  	
   

  
	
  17.2

  	
  Delivery

  	
   

  
	
  17.3

  	
  When effective

  	
   

  
	
  17.4

  	
  Deemed
  receipt - postal

  	
   

  
	
  17.5

  	
  Deemed
  receipt - fax

  	
   

  
	
  17.6

  	
  Deemed
  receipt - general

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  19.1

  	
  Claim for
  Damages

  	
   

  
	
  19.2

  	
  Allocation
  of Damages

  	
   

  
	
   

  	
   

  	
   

  
	
  20

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  20.1

  	
  Certificate

  	
   

  
	
  20.2

  	
  Exercise of
  rights

  	
   

  
	
  20.3

  	
  Waiver
  and variation

  	
   

  
	
  20.4

  	
  Supervening
  legislation

  	
   

  
	
  20.5

  	
  Approvals
  and consent

  	
   

  
	
  20.6

  	
  Remedies
  cumulative

  	
   

  
	
  20.7

  	
  Indemnities

  	
   

  
	
  20.8

  	
  Time of
  the essence

  	
   

  
	
  20.9

  	
  Receipts

  	
   

  
	
  20.10

  	
  Acknowledgment

  	
   

  
	
  20.11

  	
  Deed of Charge

  	
   

  
	
  20.12

  	
  Disclosure of information

  	
   

  



 


iv

















 


	
  20.13

  	
  Rights
  cumulative

  	
   

  
	
  20.14

  	
  Signatures

  	
   

  
	
  20.15

  	
  Assistance
  following Title Perfection Event

  	
   

  
	
   

  	
   

  	
   

  
	
  21

  	
  Governing law

  	
   

  
	
   

  	
   

  	
   

  
	
  21.1

  	
  Governing Law

  	
   

  
	
  21.2

  	
  Submission to jurisdiction

  	
   

  
	
   

  	
   

  	
   

  
	
  22

  	
  Limited Recourse - Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  22.1

  	
  Limitation on
  Trustee’s liability

  	
   

  
	
  22.2

  	
  Claims
  against Trustee

  	
   

  
	
  22.3

  	
  Breach of Trust

  	
   

  
	
  22.4

  	
  Acts or
  omissions

  	
   

  
	
  22.5

  	
  No obligation

  	
   

  
	
  22.6

  	
  Action limited

  	
   

  
	
   

  	
   

  	
   

  
	
  23

  	
  Seller Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  23.1

  	
  Constitution of Seller
  Trust

  	
   

  
	
  23.2

  	
  Declaration
  of Trust

  	
   

  
	
  23.3

  	
  Allocation

  	
   

  
	
  23.4

  	
  Entitlement

  	
   

  
	
  23.5

  	
  Dealing
  with assets

  	
   

  
	
  23.6

  	
  Treatment of Shared
  Collateral

  	
   

  
	
  23.7

  	
  Proceeds

  	
   

  
	
  23.8

  	
  Payment

  	
   

  
	
  23.9

  	
  Claw-Back

  	
   

  
	
  23.10

  	
  Duties

  	
   

  
	
  23.11

  	
  Indemnity

  	
   

  
	
  23.12

  	
  Exclusion

  	
   

  
	
  23.13

  	
  Termination

  	
   

  
	
  23.14

  	
  Transfer

  	
   

  
	
  23.15

  	
  Other
  liabilities

  	
   

  
	
  23.16

  	
  Shared
  Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  24

  	
  Seller
  Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
  24.1

  	
  Seller Advances

  	
   

  
	
  24.2

  	
  Restrictions on Seller
  Advances

  	
   

  
	
  24.3

  	
  Non compliance

  	
   

  
	
  24.4

  	
  Set-Off

  	
   

  
	
  24.5

  	
  Seller
  Downgrade

  	
   

  
	
  24.6

  	
  Reduction or
  increase of Seller Deposit

  	
   

  
	
  24.7

  	
  Interest on Seller Deposit

  	
   

  
	
  24.8

  	
  Seller Upgrade

  	
   

  
	
  24.9

  	
  Termination
  of Trust or Amendments to Receivables

  	
   

  
	
  24.10

  	
  Withdrawals from the
  account

  	
   

  
	
   

  	
   

  	
   

  
	
  Tax Reform

  	
   

  
	
   

  	
   

  	
   

  
	
  25.1

  	
  Acknowledgement

  	
   

  
	
  25.2

  	
  Trustee as
  a member of a Consolidated Group

  	
   

  



 


v

















 


	
  25.3

  	
  Tax liabilities

  	
   

  
	
  25.4

  	
  No
  further obligations

  	
   

  
	
  25.5

  	
  Master Trust
  Deed

  	
   

  
	
   

  	
   

  	
   

  
	
  26

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  26.1

  	
  Definitions

  	
   

  
	
  26.2

  	
  Transaction
  Document

  	
   

  
	
  26.3

  	
  Limited to
  Trust

  	
   

  
	
  26.4

  	
  Definitions and consistency

  	
   

  
	
  26.5

  	
  Incorporation

  	
   

  
	
  26.6

  	
  Amendments to
  Definitions Schedule

  	
   

  
	
  26.7

  	
  Global Master
  Security Trust Deed

  	
   

  
	
  26.8

  	
  Register
  of Note Holders

  	
   

  
	
  26.9

  	
  Transfer of
  Notes

  	
   

  
	
  26.10

  	
  Reporting
  Statement

  	
   

  
	
  26.11

  	
  Definitions
  Schedule

  	
   

  
	
  26.12

  	
  Ratings

  	
   

  
	
  26.13

  	
  Credit ratings

  	
   

  
	
  26.14

  	
  Support
  Facilities

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 1
  - Register of Note Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  1

  	
  Register
  of Note Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Trustee not liable for
  mistake

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Trust Manager accept
  correctness

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Inspection

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Change
  in information

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  Closure

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Notice of
  other interest and joint holders

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  Information

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  Closure to calculate
  entitlement

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Conclusiveness
  of Register of Note Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Worn out or lost
  Acknowledgment

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Rectification
  of Register of Note Holders

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule 2 -
  Transfer of Notes

  	
   

  



 


vi

















 


	
  1

  	
  Form of
  transfer

  	
   

  
	
   

  	
   

  	
   

  
	
  2

  	
  Execution
  of transfer

  	
   

  
	
   

  	
   

  	
   

  
	
  3

  	
  Restrictions
  on transfer

  	
   

  
	
   

  	
   

  	
   

  
	
  4

  	
  Trustee may refuse to
  register

  	
   

  
	
   

  	
   

  	
   

  
	
  5

  	
  Registration of transferee

  	
   

  
	
   

  	
   

  	
   

  
	
  6

  	
  No
  transfer if Register of Note Holders closed

  	
   

  
	
   

  	
   

  	
   

  
	
  7

  	
  Rights and
  obligations of transferee

  	
   

  
	
   

  	
   

  	
   

  
	
  8

  	
  When
  transfer effective

  	
   

  
	
   

  	
   

  	
   

  
	
  9

  	
  Transfer
  Form received when Register of Note Holders closed

  	
   

  
	
   

  	
   

  	
   

  
	
  10

  	
  Issue
  of Acknowledgment

  	
   

  
	
   

  	
   

  	
   

  
	
  11

  	
  Form
  of Acknowledgment

  	
   

  
	
   

  	
   

  	
   

  
	
  12

  	
  Payments
  to transferee

  	
   

  
	
   

  	
   

  	
   

  
	
  13

  	
  Marked
  transfers

  	
   

  
	
   

  	
   

  	
   

  
	
  14

  	
  Reliance
  on documents

  	
   

  
	
   

  	
   

  	
   

  
	
  15

  	
  Specimen
  signatures

  	
   

  
	
   

  	
   

  	
   

  
	
  16

  	
  Persons entitled on
  transmission

  	
   

  
	
   

  	
   

  	
   

  
	
  17

  	
  Registration on
  transmission

  	
   

  
	
   

  	
   

  	
   

  
	
  18

  	
  Notice of
  election

  	
   

  
	
   

  	
   

  	
   

  
	
  19

  	
  Rights of
  transmittee prior to registration

  	
   

  
	
   

  	
   

  	
   

  
	
  Signing page

  	
   

  



 


vii

















 


Kingfisher Trust 2004-1G Supplemental Deed


 


Details


 


 


Interpretation –
definitions are at the end of the General terms


 


	
  Parties

  	
   

  	
  Trustee, Trust Manager, Security
  Trustee, Seller, Servicer, Custodian, Originator, Residual Income Unitholder
  and Residual Capital Unitholder 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Trustee

  	
   

  	
  Name

  	
   

  	
  Perpetual Trustee Company Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  42 000 001
  007

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 7

  9 Castlereagh Street

  Sydney  NSW  2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Place of
  Incorporation

  	
   

  	
  Commonwealth
  of Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 6

  530 Collins Street

  Melbourne  VIC  3000 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Place of
  Incorporation

  	
   

  	
  Commonwealth
  of Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (03) 9273
  2223

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (03) 9273
  3539

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Transaction Management and Execution

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Security Trustee

  	
   

  	
  Name

  	
   

  	
  P.T. Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  67 004 454
  666

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  Level 7

  9 Castlereagh Street

  Sydney  NSW  2000

  



 


1

















 


	
   

  	
   

  	
  Place of
  Incorporation

  	
   

  	
  Commonwealth
  of Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (02) 9229
  9000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (02) 9221
  7870

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Securitisation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Servicer, Seller, Custodian,
  Originator and Residual Income Unitholder

  	
   

  	
  Name

  	
   

  	
  Australia and New Zealand Banking
  Group Limited 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ABN

  	
   

  	
  11 005 357
  522

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address

  	
   

  	
  Level 6

  100 Queen Street

  Melbourne  VIC  3000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Place of
  Incorporation

  	
   

  	
  Commonwealth
  of Australia

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  To be
  advised

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (03) 9273
  2079

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Head of
  Finance and Strategy, ANZ Mortgage Group

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Residual Capital Unitholder

  	
   

  	
  Name

  	
   

  	
  Kingfisher Securitisation Pty Ltd  

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ABN

  	
   

  	
  89 093 469
  375

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  	
  c/- Level 2

  20 Martin Place

  Sydney  NSW  2000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone

  	
   

  	
  (02) 9227
  1069

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Fax

  	
   

  	
  (02) 9227
  1031

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention

  	
   

  	
  Manager,
  Primary Markets Group

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recitals

  	
   

  	
  A                                       By the Master Trust Deed, provision was made for the establishment
  of the Trust pursuant to a Notice of Creation of Trust, which will be
  regulated by this deed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B                                       The Trustee may acquire Receivables.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  C                                       The Security Trustee will hold a security interest over the Assets
  of the Trust under the Global Master Security Trust Deed and the Deed of
  Charge.

  



 


2

















 


	
   

  	
   

  	
  D                                       The Servicer will be appointed to service the Receivables, which,
  from time to time, will comprise Assets of the Trust under the Master
  Servicer Deed and this deed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  E                                         The Trustee, at the direction of the Trust Manager, may obtain
  funds by issuing the Notes in accordance with the terms of this deed.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  F                                         The parties to this deed have agreed that the terms and conditions
  for the constitution of the Trust and the issuing of the Notes in respect of
  the Trust will be the terms and conditions set out in the Master Trust Deed,
  this deed, the Dealer Agreement and the Note Trust Deed (including the Class
  A Note Conditions).

  
	
   

  	
   

  	
   

  
	
  Governing law

  	
   

  	
  New South
  Wales

  
	
   

  	
   

  	
   

  
	
  Date of deed

  	
   

  	
  See Signing
  page

  



 


3

















 


Kingfisher Trust 2004-1G Supplemental Deed


 


General terms


 


 


PART 1 - THE TRUST AND ITS ASSETS


 


1                                          Trust


 


1.1                                Name of
Trust


 


The Trust to which this deed applies will
be known as the “Kingfisher Trust 2004-1G”.


 


1.2                                Determination of final Payment Date


 


The Trustee must, as soon as practicable
following the Termination Date of the Trust, declare on the direction of the
Trust Manager, a date (“Final Termination Date”) (which, if Notes
have been issued and have not then been redeemed (or deemed to be redeemed) in
full, must be a Payment Date and must not be the next Payment Date immediately
after the declaration if the Determination Date in relation to that Payment
Date has then passed), being a date by which the Trustee reasonably believes
that the disposal of and distribution of the Assets of the Trust will be
completed in accordance with this clause 1 (“Trust”).  Based on the direction of the Trust Manager,
the Trustee may substitute another date as the Final Termination Date (which,
if the Notes have not been redeemed in full, must be a Payment Date) if it
reasonably believes that the Assets will not in fact be disposed of and
distributed by the then Final Termination Date.


 


1.3                                Realisation of Assets of the Trust


 


Subject to clause 1.2 (“Determination of final Payment Date”),
upon the occurrence of the Termination Date of the Trust, the Trustee, in
consultation with the Trust Manager, must dispose of and realise the Assets of
the Trust (and, in relation to the disposal (other than pursuant to clause 1.5
(“Right of refusal”)) of any
Receivables forming part of the Assets of the Trust, the Trustee must obtain
appropriate expert advice prior to the disposal) and (so far as is reasonably
practicable and reasonably commercially viable) must be completed within 180
days of the Termination Date of the Trust provided that during the period of
180 days from that Termination Date:


 


(a)                                   the Trustee must not dispose of the Receivables at less than an
amount equal to the Realisation Price of the Housing Loans which comprise part
of the Receivables that then form part of the Assets of the Trust;


 


(b)                                  the Trustee must not dispose of any Receivables unless the sale is
on terms in accordance with clause 1.4 (“Conditions
of Sale during 180 days”); and


 


(c)                                   the Trustee must not sell any Receivables unless it has first
offered to sell to or to extinguish its interest in favour of the Seller or its
nominee in accordance with clause 1.5 (“Right
of refusal”) and the


 


4

















 


Seller or its
nominee has either not accepted that offer within 90 days of that Termination
Date or has accepted that offer but not paid the consideration due by the time
required pursuant to clause 1.5 (“Right of
refusal”).


 


1.4                                Conditions of Sale during 180 days


 


Pursuant to clause 1.3 (“Determination of final Payment Date”), the
Trustee must not conclude a disposal (other than pursuant to clause 1.5 (“Right of refusal”)) unless:


 


(a)                                   any Receivables disposed pursuant to that disposal are assigned in
equity only (unless the Trustee already holds legal title to such Receivables);


 


(b)                                  the disposal is expressly subject to the Servicer’s rights to be
retained as Servicer of the Receivables in accordance with the terms of this
deed; and


 


(c)                                   the disposal is (where applicable) expressly subject to the rights
of the Seller Trust in respect of those Receivables pursuant to this deed and
the Seller’s rights (as beneficiary of the Seller Trust) in respect of those
Receivables pursuant to this deed.


 


1.5                                Right
of refusal


 


(a)                                   On the Termination Date of the Trust, the Trustee is deemed to
irrevocably offer to extinguish (or if the Trustee has legal title at that
time, assign) in favour of the Seller, its entire right, title and interest in
the Receivables forming part of the Assets of the Trust in return for the
payment to the Trustee of an amount equal to the Realisation Price (as at the
Termination Date of the Trust) of the Housing Loans which comprise part of the
Receivables then forming part of the Assets of the Trust.


 


(b)                                  The Seller may verbally accept the offer referred to in paragraph
(a) within 90 days after the Termination Date of the Trust and having accepted
the offer, must pay to the Trustee, in immediately available funds, the amount
referred to in paragraph (a) by the expiration of 180 days after the
Termination Date of the Trust.  If the
Seller accepts such offer, the Trustee must execute whatever documents the
Seller reasonably requires to complete the extinguishment or assignment of the
Trustee’s rights, title and interest in the Receivables then forming part of
the Assets of the Trust.


 


(c)                                   The Trustee must not dispose of any Receivables referred to in
paragraph (a) unless the Seller has failed to accept the offer referred to in
paragraph (a) within 90 days after the Termination Date of the Trust or, having
accepted the offer, has failed to pay the amount referred to in paragraph (a)
by the expiration of 180 days after the Termination Date of the Trust.


 


5

















 


1.6                                Sale
at lower price


 


If, after the expiration of the period of
180 days from the Termination Date of the Trust, the Trustee has not disposed
of the Receivables which form part of the Assets of the Trust for the amount
determined in accordance with clause 1.3(a) (“Realisation
of Assets of the Trust”), the Trustee may proceed to dispose of such
Receivables free from the prohibition contained in clause 1.4(a) (“Conditions of Sale during 180 days”) and
may, if necessary, dispose of such Receivables on the terms set out in clause
1.7 (“Conditions of sale after 180 days”)
if the terms of that clause are satisfied. 
If any Receivables are disposed of for less than the price for those
Receivables determined in accordance with clause 1.5(a) (“Right of refusal”), then any such
shortfall must be allocated as provided for in clause 1.11 (“Calculations of Final Distributions”).


 


1.7                                Conditions of sale after 180 days


 


Upon the expiration of the period of 180
days from the Termination Date of the Trust, the Trustee may, if necessary (in
its reasonable opinion) dispose of the Receivables forming part of the Assets
of the Trust for an amount which is less than the Realisation Price of the
Housing Loans which comprise part of the Receivables and, in that case, the
Trustee shall:


 


(a)                                   take all necessary steps to protect the Trustee’s interest in, and
title to, the Receivables;


 


(b)                                  terminate the rights and obligations of the Servicer in respect of
those Receivables; and


 


(c)                                   sell the legal and beneficial ownership in such Receivables to the
prospective purchaser free of the Seller Trust and all rights of the Seller to
the Trustee’s title in such Receivables in accordance with this deed.


 


1.8                                Further conditions of sale after 180 days


 


If the Trustee disposes of the Receivables
forming part of the Assets of the Trust pursuant to clause 1.7 (“Conditions of sale after 180 days”), the
Trustee must include as a condition of the sale that the purchaser will:


 


(a)                                   consent to the granting in favour of the Seller of mortgages and
other Security Interests subsequent to the Mortgages assigned to the purchaser;


 


(b)                                  enter into priority agreements with the Seller, in the form then
specified in the Servicing Procedures, limiting the priority of the Mortgages
and Related Securities assigned to the purchaser over any subsequent mortgages
and other Security Interests held by the Seller to the then principal outstanding
of the relevant Housing Loan and any interest fees and expenses on this amount;
and


 


(c)                                   use reasonable endeavours to obtain the consent of the providers of
Mortgages and Related Securities assigned to the purchaser, and any other
relevant person, to the grant of subsequent mortgages and other Security
Interests to the Seller.


 


6

















 


1.9                                Procedures pending winding-up


 


During the period commencing on the
Termination Date of the Trust and ending on the Final Termination Date:


 


(a)                                   the Trustee, the Servicer and the Trust Manager must continue to
perform their respective roles in accordance with the Master Trust Deed and
this deed in respect of the Assets of the Trust;


 


(b)                                  all Collections (if any) must continue to be deposited in the
Collection Account in accordance with this deed;


 


(c)                                   all proceeds arising from the sale of Assets of the Trust must be
deposited into the Collection Account; and


 


(d)                                  the Trustee must continue to make all payments determined and directed
by the Trust Manager as required to be made in accordance with this deed.


 


1.10                         Costs on winding-up of the Trust


 


On the Determination Date (if applicable)
prior to the Final Termination Date, the Trust Manager (in consultation with
the Trustee) must in respect of the Trust make provision for all Taxes, costs,
charges, expenses, claims and demands anticipated to become payable after the
Final Termination Date in connection with or arising out of the administration
or winding up of the Trust, including the fees of any consultants whom the
Trustee, the Seller, the Servicer, the Security Trustee or the Trust Manager
have employed in connection with the administration or winding up of the
Trust.  Such costs (if any) will be
treated as an Expense of the Trust by the Trust Manager in making its
determinations as to payments to be made on the Final Termination Date in
accordance with clause 1.11 (“Calculation of
Final Distributions”).


 


1.11                         Calculation of Final
Distributions


 


Prior to the Final Termination Date, the
Trust Manager must determine how the amounts (if any) standing to the credit of
the Collection Account are to be distributed and must make such determination
in accordance with the provisions of this deed for payments and allocations of
any Principal Collections and Finance Charge Collections.  After making such determinations the Trust
Manager must notify the Trustee of the allocations and payments to be made on
the Final Termination Date.


 


1.12                         Final
Distributions


 


On the Final Termination Date determined
under clause 1.2 (“Determination of Final
Payment Date”), the Trustee must make the payments that the Trust
Manager directs it to make pursuant to clause 1.11 (“Calculation of Final Distributions”).


 


7

















 


2                                          Entitlement of Beneficiaries


 


2.1                                Issue
of Units


 


The beneficial interest in the Trust is, on
the date of this deed, represented by the issue of:


 


(a)                                   one Residual Capital Unit; and


 


(b)                                  one Residual  Income Unit,


 


to the Residual Capital Unitholder and the
Residual Income Unitholder, respectively, pursuant to the Notice of Creation of
Trust.


 


2.2                                Entry
in Unit Register


 


The Trustee must evidence the issue of the
Units referred to in clause 2.1 (“Issue of
Units”) by entering each Unitholder’s name in the Unit Register.


 


2.3                                Beneficial
Interest


 


The holder of the Residual Capital Unit and
the holder of each Residual Income Unit, issued in accordance with this clause
and the Notice of Creation of Trust, hold the beneficial interest in the Trust
in accordance with the Master Trust Deed and this deed.


 


2.4                                Failure
to issue


 


A failure by the Trustee to issue a
Residual Income Unit does not affect any Residual Income Unitholder’s rights as
beneficiary of the Trust under the Master Trust Deed and this deed.


 


2.5                                Residual
Capital Unit


 


(a)                                   The issue price of the Residual Capital Unit is the amount of $5,
paid by the Residual Capital Unitholder under the Notice of Creation of Trust
on establishment of the Trust.


 


(b)                                  The beneficial interest held by the holder of the Residual Capital
Unit is limited to the Trust and each Asset of the Trust (other than any Asset
of the Trust held on trust for the holders of Residual Income Units under
clause 2.6 (“Residual Income Unit”))
subject to and in accordance with the Master Trust Deed and this deed.


 


(c)                                   The holder of the Residual Capital Unit has no right to receive
distributions in respect of the Trust other than the right to receive on the
Final Termination Date the entire beneficial interest of the Trust subject to
the rights of any holder of any Residual Income Unit.  The Residual Capital Unit may not be redeemed at any time or in
any other way.


 


(d)                                  The Residual Capital Unit is not transferable without the written
consent of the Trustee.


 


8

















 


2.6                                Residual
Income Unit


 


(a)                                   The issue price of the first Residual Income Unit is the amount of
$5 paid as the initial issue price (paid by the Residual Income Unitholder
under the Notice of Creation of Trust on establishment of the Trust) together
with such additional amounts paid by the Residual Income Unitholder in
accordance with clause 31.6 of the Master Trust Deed.


 


(b)                                  A person may, with the consent of the Trustee and the Trust Manager
(whose consent may be given or withheld in their absolute discretion), become
the holder of any additional Residual Income Unit by paying the issue price for
the Residual Income Unit.


 


(c)                                   The issue price of an additional Residual Income Unit will be the
amount agreed between the Trustee, the Trust Manager and the person applying
for such Residual Income Unit based on the underlying value for that unit.


 


(d)                                  The beneficial interest held by the holder of a Residual Income Unit
is limited to the right to receive on the Final Termination Date, repayment of
the issue price paid for the Residual Income Unit under clause 2.6(a) (“Residual Income Unit”) or clause 2.6(b) (“Residual Income Unit”) and to receive
distributions under clause 14 (“Cashflow
Allocation Methodology”) of this deed.


 


(e)                                   Each Residual Income Unit is transferable in accordance with clause
2.8 (“Transfer of Units”).


 


2.7                                Unit
Register


 


(a)                                   The entitlement of any person to a Unit will be evidenced by
registration in the register maintained under this clause 2.7 (“Unit Register”) (the “Unit  Register”).


 


(b)                                  The Trustee will keep the Unit Register at its office in a form that
it considers appropriate (which may be electronic) and will enter the following
particulars:


 


(i)                                      the name and address of the holder of each Unit;


 


(ii)                                   the date on which the name of the holder of each Unit is entered in
the Unit Register;


 


(iii)                                the date on which the holder of a Unit ceases to be registered as
the holder of that Unit;


 


(iv)                               the issue price initially paid for each Unit, and the aggregate
issue price of all Units from time to time; and


 


(v)                                  any other details which the Trustee or the Trust Manager may
consider reasonably necessary or desirable.


 


(c)                                   The holder of a Unit shall promptly notify the Trustee of any change
of its name or address and the Trustee will alter the Unit Register
accordingly.


 


9

















 


(d)                                  Without limiting clause 2.1 (“Issue
of Units”), the interest of any holder in a Unit will be constituted
by registration in the Unit Register.


 


2.8                                Transfer
of Units


 


(a)


 


(i)                                      Subject to clause 2.5(d) (“Residual
Capital Unit”) the holder of a Unit may transfer the Unit by
instrument in writing in any form approved by the Trustee.  No fee will be charged on the transfer of a
Unit.


 


(ii)                                   An instrument of transfer shall be executed by or on behalf of both
the transferor and the transferee.


 


(iii)                                A transferor of a Unit remains the holder of the Unit transferred
until the transfer is registered and the name of the transferee is entered in
the Unit Register in respect of the Unit.


 


(b)                                  The instrument of transfer of a Unit must be left for registration
at the address where the Unit Register on which the Unit to which the transfer
relates are registered is kept.  It must
be left together with any information that the Trustee properly requires to
show the right of the transferor to make the transfer.


 


2.9                                Limit
on rights


 


Each Unitholder is subject to, and bound
by, the provisions of the Master Trust Deed and this deed.


 


3                                          Seller
and Servicer


 


3.1                                Seller


 


The Seller agrees to comply with, and be
bound by, the Master Trust Deed in its capacity as Seller.


 


3.2                                Right of indemnity - Consumer Credit Legislation


 


(a)                                   Without prejudice to the right of indemnity given by law to
trustees, and without limiting any other provision of this deed, the Trustee
will be indemnified out of the Trust, free of any set-off or counterclaim
against all Penalty Payments which the Trustee is required to pay personally or
in its capacity as trustee of that Trust and arising in connection with the performance
of its duties or exercise of its powers under the Transaction Documents in
relation to the Trust.


 


(b)                                  The Trustee’s right to be indemnified in accordance with clause
3.2(a) (“Right of indemnity - Consumer
Credit Legislation”) applies notwithstanding any allegation that the
Trustee has incurred any such Penalty Payment as a result of its fraud, gross
negligence or wilful default or any other act or omission which may otherwise
disentitle


 


10

















 


the Trustee to
be so indemnified.  However, the Trustee
is not entitled to that right of indemnity or reimbursement to the extent that
there is a determination by a relevant court of gross negligence, fraud or
wilful default by the Trustee (provided that, until such determination, the
Trustee is entitled to that right of indemnity or reimbursement but must, upon
such determination, repay to the relevant Trust any amount paid to it under
this clause 3.2 (“Right of indemnity -
Consumer Credit Legislation”)).


 


(c)                                   This clause 3.2 (“Right of
indemnity - Consumer Credit Legislation”) overrides any other
provision of this deed.


 


(d)                                  The Servicer indemnifies the Trustee, free of any set-off or
counterclaim, against all Penalty Payments which the Trustee is required to pay
personally or in its capacity as trustee of the Trust and arising in connection
with the performance of its duties or exercise of its powers under the
Transaction Documents in relation to the Trust.  The Trustee may rely on others in relation to compliance with the
Consumer Credit Code.


 


(e)                                   The Trustee shall call upon the indemnity referred to in paragraph
(d) before it calls upon the indemnity in paragraph (a).  If any such claim is not satisfied within 3
Business Days of the claim being made, the Trustee may (without prejudice to
its rights under any indemnity under paragraph (d)) exercise its right of
indemnity referred to in paragraph (a).


 


3.3                                Servicer


 


With effect on and from the Closing Date,
Australia and New Zealand Banking Group Limited agrees to act as the Servicer
of the Purchased Receivables and undertakes to comply with the duties and
obligations imposed on it under the Master Servicer Deed and this deed.


 


3.4                                Relevant
Trust


 


The Trust is a Relevant Trust (as defined
in the Master Servicer Deed) for the purposes of the Master Servicer Deed.


 


4                                          Optional Extinguishment of interest


 


4.1                                Clean-Up
offer


 


Subject to clause 4.4 (“Consent of Note Holders”), at least five
Business Days before the Call Option Date or 5 Business Days prior to each
subsequent Payment Date (but not later than the Termination Date) the Trustee,
at the written request of the Trust Manager, may give notice to the Seller of
an offer (“Clean-Up Offer”) to extinguish its interest in favour of the
Seller or re-convey the Purchased Receivables to the Seller (as the case may
be) on the Call Option Date or any Payment Date following the Call Option Date
for an amount (“Clean-Up Offer Amount”) equal to (as at the last day of the
immediately preceding Interest Period) the aggregate of the Realisation Price
for each Housing Loan which comprises part of the Purchased Receivables


 


11

















 


then forming part of the Assets of the
Trust as determined by the Trust Manager.


 


4.2                                Calculation


 


The Trust Manager agrees to calculate the
amount described in clause 4.1 (“Clean-Up
offer”) and include such amount in its request to the Trustee to
make a Clean-Up Offer.


 


4.3                                Acceptance


 


Acceptance of a Clean-Up Offer may only be
effected by payment in immediately available funds by the Seller to the
Collection Account of the Clean-Up Offer Amount.  For the avoidance of doubt, the Seller is under no obligation to
accept any Clean-Up Offer.


 


4.4                                Consent
of Note Holders


 


If:


 


(a)                                   Notes have been issued and have not been redeemed (or deemed to be
redeemed) on or before the Call Option Date; and


 


(b)                                  the Clean-Up Offer Amount is less than the amount which is
sufficient to ensure that the Trustee can redeem the Total Invested Amount of
all Notes (as at the Determination Date immediately preceding the Call Option
Date or the applicable Payment Date following the Call Option Date) in full,


 


the Trustee must, prior to giving notice to
the Seller, obtain the consent by way of an Extraordinary Resolution of the
Note Holders in favour of making a Clean-Up Offer for the Aggregate Stated
Amount (without double counting) of all Notes.


 


4.5                                Extinguishment


 


Upon receipt of the Clean-Up Offer Amount
by the Trustee in immediately available funds:


 


(a)                                   the Trustee’s entire right and interest in the Purchased Receivables
is automatically extinguished (or if the Trustee has legal title at that time,
assigned); and


 


(b)                                  the Trustee must apply the Clean-Up Offer Amount towards the
redemption of the Class B Notes in accordance with clause 8.17 (“Call Option”) of this deed and the
redemption of the Class A Notes in accordance with the Class A Note Conditions.


 


4.6                                Clean-Up
Amount


 


Where:


 


(a)                                   the Total Invested Amount of all Notes on any Determination Date is
less than or equal to 10% of the A$ Equivalent of the aggregate of the Initial
Invested Amount of all Notes; and


 


12

















 


(b)                                  the Trustee has not been directed by the Trust Manager to redeem all
of the Notes outstanding on the next Payment Date or the Trustee has been
directed by the Trust Manager to redeem all of the Notes on the next Payment
Date but the Trustee has insufficient funds on that Payment Date to do so,


 


then the Trust Manager must, on that
Payment Date:


 


(i)                                      calculate the Clean-Up Amount as at the Determination Date
immediately preceding that Payment Date;


 


(ii)                                   notify the Seller, the Trustee and each Designated Rating Agency of
the Clean-Up Amount and the method of its calculation; and


 


(iii)                                direct the Trustee to:


 


(A)                                as soon as practicable, establish in the name of the Trustee a bank
account with an Eligible Bank;


 


(B)                                  deduct an amount equal to the Clean-Up Amount as at that
Determination Date from the amount (if any) payable to the Residual Income
Unitholders under clause 14.10(h) (“Excess
Available Income”) on that Payment Date; and


 


(C)                                  deposit the amount deducted in accordance with clause 4.6(iii)(B) (“Clean-Up Amount”) into the Clean-Up
Account and hold that amount on trust for the Residual Income Unitholders until
that amount is repaid to the Residual Income Unitholders in accordance with
clause 4.7 (“Clean-Up Account”).


 


4.7                                Clean-Up
Account


 


The Trustee must only withdraw any amount
standing to the credit of the Clean-Up Account:


 


(a)                                   if, on any Determination Date after the Payment Date referred to in
clause 4.6(i) (“Clean-Up Amount”),
the Trustee determines that Extraordinary Expenses have been incurred by the
Trustee during the immediately preceding Collection Period, to meet in whole or
in part the payment or satisfaction of such Extraordinary Expenses on the next
Payment Date; and


 


(b)                                  upon the first to occur of:


 


(i)                                      the date on which all Notes have been fully and finally redeemed in
accordance with the Master Trust Deed and this deed; and


 


(ii)                                   the Termination Date of the Trust,


 


to pay the
amount standing to the credit of the Clean-Up Account to the Residual Income
Unitholders.


 


13

















 


4.8                                Notification - Trust Manager


 


The Trustee must on the Business Day
immediately following the date of any withdrawal made by it in accordance with
clause 4.7 (“Clean-Up Account”),
notify the Trust Manager of the amount of any such withdrawal.


 


4.9                                Notification - Residual Income Unitholders


 


The Trust Manager must, on each Payment
Date, notify the Residual Income Unitholders of any withdrawal made by the
Trustee under clause 4.7 (“Clean-Up Account”).


 


5                                          Receivables


 


5.1                                Requirement
to satisfy


 


Each Receivable to be purchased by the
Trustee must satisfy the Eligibility Criteria.


 


5.2                                Eligibility
Criteria


 


The Eligibility Criteria in respect of each
Receivable for the Trust are as follows:


 


(a)                                   the related Housing Loan was advanced and is repayable in Australian
dollars;


 


(b)                                  the Housing Loan is repayable within 30 years of the Cut-Off Date;


 


(c)                                   the related Housing Loan is fully drawn (other than to the extent to
which Redraws are available to the Debtor under such Housing Loan) as at the
relevant Cut-Off Date;


 


(d)                                  the related Housing Loan is secured by a Mortgage over Land in
Australia which is either:


 


(i)                                      a first ranking registered mortgage; or


 


(ii)                                   a second ranking registered mortgage where:


 


(A)                                there are two registered mortgages over the Land securing the
Housing Loan and the Seller is the first mortgagee; and


 


(B)                                  the first ranking registered mortgage is also being acquired by the
Trustee;


 


(e)                                   the Land subject to the related Mortgage has erected on it a
residential dwelling which is not under construction;


 


(f)                                     the related Housing Loan is covered by a Mortgage Insurance Policy
providing for 100% cover of principal and interest losses in respect of the
Housing Loan subject to the terms and conditions of the Mortgage Insurance
Policies;


 


14

















 


(g)                                  the sale of the Receivable does not contravene or conflict with any
law;


 


(h)                                  it is not a Defaulted Housing Loan as at the relevant Cut-Off Date;


 


(i)                                      it has a total principal amount outstanding of no more than
A$750,000 as at the Cut-Off Date;


 


(j)                                      it is, or will by the Closing Date be, duly stamped or taken by the
relevant stamp duties authority to be duly stamped with all applicable stamp
duty; and


 


(k)                                   the related Housing Loan has an LVR of less than or equal to 95%.


 


5.3                                No
investigation


 


The Trustee is not required to investigate
whether any Receivable satisfies the Eligibility Criteria and is not liable to
any person in any manner whatsoever if any Receivable does not satisfy the
Eligibility Criteria.


 


5.4                                Servicer may release Related Security


 


The Servicer may release a Related Security
securing a Purchased Receivable where:


 


(a)                                   that Purchased Receivable is secured by more than one Related
Security; and


 


(b)                                  the release of such a Related Security will not result in the LVR of
the relevant Purchased Receivable (as calculated at the date of the release)
exceeding the LVR as at the date of origination.


 


6                                          The
Custodian


 


6.1                                Appointment


 


The Trustee (at the direction of the Trust
Manager) appoints Australia and New Zealand Banking Group Limited as custodian
to hold the Title Documents in respect of the Receivables and Related
Securities forming the Assets of the Trust on behalf of the Trustee until
(subject to the terms of this clause 6 (“The
Custodian”) a Custodian Transfer Event occurs.  The Custodian may appoint a person as its
agent to hold any Title Documents.  The
Custodian will be liable for the acts or omissions of any such agent.


 


6.2                                Standard


 


The Custodian’s duties and responsibilities
in its capacity as custodian under this deed are to:


 


(a)                                   hold as custodian under and in accordance with this deed each Title
Document that it may receive on behalf of the Trustee pursuant to a Transaction
Document in accordance with its standard safe-keeping practices and in the same
manner and to the same extent as it holds its own documents;


 


15

















 


(b)                                  ensure that each Title Document is capable of identification and is
kept in a separate file in a secure vault;


 


(c)                                   cure any exceptions or deficiencies noted by the Auditor of the
Trust in a Document Custody Audit Report (to the extent it relates to
information provided by the Custodian where any exception or deficiencies
relate to items reviewed by the Auditor described in clause 6.5(b) (“Auditor review”)); and


 


(d)                                  ensure that the Title Documents may not be removed or tampered with,
except with proper authorisation.


 


6.3                                Transfer
of Custody


 


If a Title Perfection Event or Custodian
Transfer Event occurs, then the provisions of clauses 6.10 (“Custodian Transfer Event”) and 6.12 (“Failure to comply”) of this deed will apply
and, if applicable, the Trustee may terminate the appointment of the Custodian
as custodian under this clause 6 (“The
Custodian”).


 


6.4                                Information
Indemnity


 


If the Custodian is requested to provide
information in its possession to enable the Servicer to complete any Servicer’s
Statement or any computer diskette or separate statement accompanying a
Servicer’s Statement and the Custodian does not supply that information and as
a result the Trustee is unable (when entitled to do so under this deed and the
Master Trust Deed) to lodge and register Transfers upon the occurrence of a
Title Perfection Event, then the Custodian indemnifies the Trustee (whether for
its own account or for the account of the Note Holders) for all actions, loss,
damage, costs, charges and expenses suffered as a result.


 


6.5                                Auditor
review


 


The Trust Manager must retain the Auditor
of the Trust to conduct periodic reviews (at the intervals determined in
accordance with clause 6.8 (“Timing of
Custody Audit Reports”)) in respect of the Custodian’s role as
custodian under this deed.  The Auditor
must review:


 


(a)                                   the custodial procedures adopted by the Custodian; and


 


(b)                                  the accuracy of information in respect of the Purchased Receivables
contained in the most recent Servicer’s Statement or on computer diskette or
separate statement accompanying the most recent Servicer’s Statement.


 


6.6                                Reporting


 


(a)                                   In respect of the review referred to in clause 6.5(a) (“Auditor review”), the Trust Manager must
instruct the Auditor of the Trust that its review should consist of reporting
on whether:


 


(i)                                      the Purchased Receivables and Related Securities forming part of the
Assets of the Trust are capable of identification 


 


16

















 


and are
distinguishable from the other assets of the Custodian;


 


(ii)                                   controls exist such that the Title Documents relating to such
Purchased Receivables and Related Securities may not be removed or tampered
with except with appropriate authorisation; and


 


(iii)                                an appropriate tracking system is in place and such that the
location of the security packets containing the Title Documents in respect of
the Purchased Receivables and Related Securities of the Trust can be detected
at any time and the location of the Title Documents can be detected at any
time.


 


(b)                                  In respect of the review referred to in clause 6.5(b) (“Auditor review”), the Trust Manager must
instruct the Auditor of the Trust to review a sample of security packets
containing the Title Documents in respect of the Purchased Receivables and
Related Securities then forming part of the Assets of the Trust to determine
whether they contain the following:


 


(i)                                      an original counterpart of the corresponding Mortgage and each
Related Security; and


 


(ii)                                   the certificate of title (if any) in respect of the Land the subject
of the Mortgage.


 


If such security packets do not contain any
of the foregoing, the Auditor must determine if there is any adequate
explanation regarding the documents not in the security packets or whether the
security packets or the Custodian’s records indicate the location of the
missing documents.  The Trust Manager
must instruct the Auditor to confirm (after having conducted the above review)
the accuracy of the information in respect of the Purchased Receivables and
Related Securities contained in the Servicer’s Statement and the computer
diskette referred to in clause 6.5(b) (“Auditor
review”).


 


6.7                                Document Custody Audit Report


 


The Trust Manager must instruct the Auditor
of the Trust to provide a document custody audit report (“Document Custody Audit Report”)
to the Trustee in which the Auditor, based on its reviews referred to in
clauses 6.5 (“Auditor review”)
and 6.6 (“Reporting”), specifies
a grade of the overall custodial performance by the Custodian, based on the
following grading system:


 


(a)                                   excellent - all control procedures and accuracy of information in
respect of Purchased Receivables testing completed without exception;


 


(b)                                  good - minor exceptions noted;


 


(c)                                   improvement required:


 


17

















 


(i)                                      base internal controls are in place but a number of issues were
identified that need to be resolved for controls to be considered adequate;
and/or


 


(ii)                                   testing of the information in respect of Purchased Receivables identified
a number of minor exceptions which are the result of non-compliance with the
control system;


 


(d)                                  adverse - major deficiencies in internal controls were
identified.  Cannot rely on the
integrity of the information in respect of Purchased Receivables in the
Servicer’s Statement and in the diskettes referred to in clause 6.5(b) (“Auditor review”).


 


6.8                                Timing of Document Custody Audit Reports


 


The Trust Manager must instruct the Auditor
of the Trust to prepare a Document Custody Audit Report annually on 31
March of each year during which any Notes are outstanding (or such other
period as may be agreed by the Trust Manager, the Trustee and each Designated
Rating Agency).  The Trust Manager must
require the Auditor to deliver a copy of each such Document Custody Audit
Report to the Trust Manager, the Custodian, each Designated Rating Agency and
the Seller (if not the Custodian).


 


6.9                                Adverse Document Custody Audit Report


 


If the Auditor issues a Document Custody
Audit Report which has a finding of “Adverse”, the Trustee must instruct the
Auditor to conduct a further Document Custody Audit Report no sooner than 2
months but no later than 4 months after the date of receipt by the Trustee of
the “Adverse” Document Custody Audit Report. 
The Trust Manager must instruct the Auditor to deliver the further
Document Custody Audit Report to the Trustee, with a copy to the Trust Manager,
the Custodian, each Designated Rating Agency and the Seller (if not the
Custodian).


 


6.10                         Custodian Transfer Event


 


Upon:


 


(a)                                   the occurrence of an Insolvency Event in respect of a Custodian; or


 


(b)                                  the receipt of a further Document Custody Audit Report pursuant to
clause 6.9 (“Adverse Document Custody Audit
Report”) which is “Adverse”,


 


a Custodian Transfer Event occurs.  The Trust Manager must immediately upon
becoming actually aware of a Custodian Transfer Event deliver a notice to the
Custodian of the occurrence of a Custodian Transfer Event.  Upon receipt of such notice the Custodian,
as soon as reasonably practicable following its receipt of the notice, must
transfer custody of the Title Documents relating to the Purchased Receivables
then forming part of the Assets of the Trust held by it to the Trustee or
another custodian nominated by the Trustee.


 


18

















 


6.11                         Deposited Title Documents


 


The obligations to deliver Title Documents
under clause 6.10 (“Custodian Transfer
Events”) do not extend to such documents which the Custodian can
prove, to the reasonable satisfaction of the Trustee, are deposited with a
solicitor (acting on behalf of the Servicer), a land titles office, a stamp
duties office, any other Governmental Agency or any other person to whom the
Custodian is directed to deliver such documents by the Trust Manager.  The Custodian must provide a list of such
documents to the Trustee together with any which have been lost within 10
Business Days of the above notice having been received by it.  In respect of Title Documents that are so
deposited, the Custodian must deliver these to the Trustee immediately upon
receipt from the solicitor or relevant office and, in respect of Title
Documents that are lost, the Custodian must take all reasonable steps
satisfactory to the Trustee to promptly replace such Title Documents.


 


6.12                         Failure
to comply


 


If a Custodian does not comply with the
requirements of clauses 6.10 (“Custodian
Transfer Event”) and 6.11 (“Deposited
Title Documents”) within the specified time limits, the Trustee must
(unless the Trustee is satisfied, in its absolute discretion, that the
Custodian has used its best endeavours to deliver the Title Documents and has
made appropriate arrangements for the remaining Title Documents to be delivered
in accordance with clause 6.10 (“Custodian
Transfer Event”) within a reasonable period as determined by the
Trustee (but in any event no longer than 10 Business Days from the date that
they were due to be delivered in accordance with clause 6.10 (“Custodian Transfer Event”))) to the extent
to which it has information available to it at the time:


 


(a)                                   execute and lodge caveats in respect of all Land or Mortgages (as
the case may be) for which all Title Documents in respect of the Trust have not
been delivered; and


 


(b)                                  initiate legal proceedings to take possession of the Title Documents
in respect of the Trust have not been delivered;


 


and to the extent that the Trustee cannot
do so, as a result of not having information available to it to do so to the
extent the Custodian has customarily provided or is required to provide that
information under clause 6.4 (“Information
Indemnity”), the indemnity in clause 6.4 (“Information Indemnity”) applies.


 


6.13                         Indemnity


 


The Custodian indemnifies the Trustee
against all loss, costs, damages, charges and expenses incurred by the Trustee:


 


(a)                                   as a result of the occurrence of a Custodian Transfer Event
(provided that where the Custodian Transfer Event relates to the matters
described in clause 6.5(b) (“Auditor review”)
such indemnity is only given in connection with information actually requested
or provided by the Custodian); or


 


19

















 


(b)                                  in connection with the Trustee taking the action referred to in
clauses 6.11 (“Deposited Title Documents”)
or 6.12 (“Failure to comply”),


 


including all registration fees, stamp
duty, legal fees (charged at the usual commercial rates of the relevant legal
services provider) and disbursements, and the cost of preparing and
transmitting all necessary documentation.


 


6.14                         Trustee to co-operate with Servicer


 


If the Trustee or the Custodian holds any
Title Document and if the Trustee or Custodian (as the case may be) receives
from the Servicer an undertaking to return the Title Documents to the Trustee
or the Custodian (as the case may be), the Trustee or Custodian (as the case may
be) must release to the Servicer from time to time such Title Documents as are
reasonably required by the Servicer to perform its obligations as Servicer
under this deed and the Master Servicer Deed. 
The Custodian and the Trustee are under no duty to investigate whether
the documents requested by the Servicer are reasonably required by the Servicer
to perform its obligations as Servicer.


 


6.15                         Trustee’s duty while holding Title Documents


 


While the Trustee holds any Title
Documents, it must hold them in accordance with its standard safekeeping
practices and in the same manner and to the same extent as it holds equivalent
mortgage documents as trustee.


 


6.16                         Reappointment of the Custodian as custodian


 


If following a Custodian Transfer Event:


 


(a)                                   the Trustee is satisfied, notwithstanding the occurrence of the
Custodian Transfer Event, that the Custodian is an appropriate person to act as
custodian of the Title Documents; and


 


(b)                                  the Designated Rating Agency confirms that the appointment of the
Custodian to act as custodian of the Title Documents will not result in an
Adverse Rating Effect,


 


then the Trustee may by agreement with the
Custodian appoint it to remain as custodian of the Title Documents upon such
terms as are agreed between the Trustee and the Custodian and approved by the
Trust Manager.


 


20

















 


PART 2 - THE NOTES


 


7                                          Purpose


 


7.1                                Purpose


 


Subject to clause 7.2 (“Criteria”), the Trustee must, as directed
by the Trust Manager, use the proceeds of all Notes and all payments received
from the Currency Swap on the Closing Date to fund the acquisition of
Receivables (or to fund Authorised Investments to be acquired with any surplus
of the proceeds and payments over the amount required to fund the acquisition
of the Receivables, such surplus created due to the size of the parcels of
Notes to be issued) or for any other purpose agreed between the Trustee and the
Trust Manager (and which each Designated Rating Agency confirms in writing will
not have an Adverse Rating Effect).


 


7.2                                Criteria


 


Notwithstanding any other provision of the
Transaction Documents in respect of the Trust, the Trust Manager must not
direct the Trustee to issue Notes under this deed to acquire, or invest in, any
Receivables or to reimburse the Seller in respect of Redraws unless such
Receivables satisfy the Eligibility Criteria. 
In this regard, the Trust Manager is entitled to rely upon a
representation and warranty from the Seller that such Receivables satisfy the
Eligibility Criteria.


 


7.3                                General


 


The Trustee (at the direction of the Trust
Manager) may issue Notes, for the purposes set out in clause 7.1 (“Purpose”) in accordance with this deed.


 


8                                          Terms of issue of the Notes


 


8.1                                Notes
to be issued


 


The Trustee will, subject to satisfaction
of the conditions precedent described in clause 9.1 of the Master Trust Deed,
and on the direction of the Trust Manager, issue two classes of Notes as
follows:


 


(a)                                   the Class A Notes (including any Class A Tranches); and


 


(b)                                  the Class B Notes (including any Class B Tranches).


 


8.2                                Form, constituent documents and
denomination of the Notes


 


(a)                                   (Bearer Notes): If the Class A Notes or the Class B Notes are
issued in the form of Bearer Notes, then the Class A Notes or the Class B Notes
(or both) (as the case may be) will be:


 


(i)                                      in book-entry form, without coupons;


 


(ii)                                   upon issue represented by one or more Book-Entry Notes (and
interests in such Book-Entry Notes may be exchanged


 


21

















 


for Definitive
Notes in the circumstances set out in the Note Trust Deed); and


 


(iii)                                constituted, issued and authenticated pursuant to the Note Trust
Deed and will be denominated in US$.


 


(b)                                  (Registered Notes): If the Class A Notes or the Class B Notes
are issued in the form of Registered Notes, then the Class A Notes or the Class
B Notes (or both) (as the case may be) will, upon issue, be in the form of
registered debt securities, will be constituted pursuant to the Master Trust
Deed and this deed and will be denominated in A$.  Such Class A Notes or Class B Notes are direct, secured, limited
recourse obligations of the Trustee.


 


8.3                                Tranches of Class A Notes and Class B Notes


 


The Trustee may, at the direction of the
Trust Manager contained in a Tranching Notice delivered to the Trustee not less
than 10 Business Days before the proposed Issue Date, issue any number of
sub-classes of Class A Notes (each a “Class A Tranche”) or Class B Notes (each a
“Class B
Tranche”) (as the case may be). Each sub-class shall be designated
as follows:


 


(a)                                   in the case of sub-classes of Class A Notes, “Class A#”; and


 


(b)                                  in the case of sub-classes of Class B Notes, “Class B#”.


 


8.4                                Tranching
Notice


 


Each Tranching Notice shall contain the
following information:


 


(a)                                   the proposed number of Class A Tranches or Class B Tranches (as the
case may be);


 


(b)                                  the proposed amounts of each Class A Tranche or Class B Tranche (as
the case may be);


 


(c)                                   any preferential entitlement to repayment of principal proposed in
respect of the Class A Tranches or the Class B Tranches (as the case may be)
and the extent of such entitlement; and


 


(d)                                  the proposed Issue Date in relation to the Class A Tranches or Class
B Tranches (as the case may be).


 


8.5                                No Tranches


 


If the
Trustee, at the direction of the Trust Manager, determines not to issue
sub-classes of Class A Notes or Class B Notes (as the case may be), then any
references to a “Class A Tranche” or a “Class B Tranche” (as the case may be)
in any Transaction Document shall be disregarded and shall be deemed to
be a reference to a “Class A Note” (or “Class A Notes”) or a “Class B Note” (or
“Class B Notes”) (as appropriate). In such circumstances, all Class A Notes or
Class B Notes (as the case may be) shall rank equally and ratably as between
themselves as regards the payment of interest and principal.


 


22

















 


8.6                                Ranking


 


Each sub-class of Class A Notes or Class B
Notes shall rank equally and rateably with any other Class A Notes or Class B
Notes (as the case may be), except that prior to an Event of Default, amongst
the sub-classes of Class A Notes or Class B Notes some of those sub-classes may
be issued with a preferential entitlement to repayment of principal in an order
determined by the Trust Manager and specified in the direction given to the
Trustee under clause 8.3 (“Tranches of Class
A Notes and Class B Notes”) and clause 8.4 (“Tranching Notice”).


 


8.7                                Initial Invested Amount of the Notes


 


(a)                                   (Class A Notes): Each Class A Note on its issue will have an
Initial Invested Amount as set out on the face of that Class A Note and will be
issued at par value.


 


(b)                                  (Class B Notes): Each Class B Note on its issue will have an
Initial Invested Amount as set out in the Register of Note Holders for the
Class B Notes and will be issued at par value.


 


(c)                                   (U.S. Tax) The use of the term Bearer Notes with respect to any
Notes which may be sold to a U.S. Person (as defined in section 7701 (a)(30) of
the Internal Revenue Code of 1986, as amended) is not meant to imply that such
Notes are not in registered form for U.S. federal income tax purposes.


 


8.8                                Interest on the Class A Notes


 


Each Class A Note will accrue interest, and
such interest will be calculated and payable, in accordance with the
Class A Note Conditions.


 


8.9                                Interest on the Class B Notes


 


Each Class B Note will have interest
payable in respect of each Interest Period calculated:


 


(a)                                   at the Class B Note Interest Rate for that Class B Note for that
Interest Period;


 


(b)                                  on the Invested Amount of that Class B Note on the first day of that
Interest Period (after taking into account any reduction in the Invested Amount
of that Class B Note on that day); and


 


(c)                                   on the basis of the actual number of days in that Interest Period
and a year of 365 days,


 


and payable in arrears on each Payment
Date.


 


Each Class B Note will cease to accrue
interest from the date upon which the Class B Note is redeemed in accordance
with clause 8.11(b) (“Redemption”),
unless upon such date, payment is improperly withheld or refused in which case
the Class B Note will continue to accrue interest in accordance with this deed
(both before and after judgment) until but excluding the earlier of the day on
which all sums due in respect of the Class B Note up to that day are received
by or on behalf of the relevant Note Holder and the seventh day after notice is
given to the Note Holder that such payment will be made, provided that such
payment is in fact made on that day.


 


23

















 


8.10                         Overdue
interest


 


(a)                                   (Class A Notes): If interest is not paid in respect of a Class
A Note on the date when due and payable in accordance with the Class A Note
Conditions, the unpaid interest will in turn bear interest in accordance with
the Class A Note Conditions.


 


(b)                                  (Class B Notes): If any interest is not paid in respect of a
Class B Note on the date when due and payable in accordance with this deed (but
without regard to any limitation herein contained) that unpaid interest will in
turn bear interest at the Class B Note Interest Rate from time to time
applicable for the relevant Class B Note until (but excluding) the date on
which the unpaid interest is paid in accordance with clause 14.8(g) (“Required Payments - Interest waterfall”).


 


8.11                         Redemption


 


(a)                                   (Class A Notes) The Class A Notes will be redeemed (or deemed
to be redeemed) in accordance with the Class A Note Conditions.


 


(b)                                  (Class B Notes) Each Class B Note will be fully and finally
redeemed, and the obligations of the Trustee with respect to the payment of the
Invested Amount of that Class B Note will be fully and finally discharged, on
the first to occur of:


 


(i)                                      the date upon which the Invested Amount of that Class B Note is
reduced to zero and all accrued but previously unpaid interest is paid in full
(including, but not limited to, the exercise by the Trustee of the Clean-Up
Option);


 


(ii)                                   if the Stated Amount in relation to the Class B Note is less than
the Invested Amount in relation to the Class B Note, the date on which the
Stated Amount of that Class B Note is reduced to zero and all accrued but
previously unpaid interest is paid in full (including, but not limited to, the
exercise by the Trustee of the Clean-Up Option);


 


(iii)                                the date upon which the relevant Note Holder renounces all of its
rights to any amounts payable under or in respect of that Class B Note;


 


(iv)                               the Final Maturity Date; and


 


(v)                                  the date upon which the Trustee completes a sale and realisation of
all Assets of the Trust in accordance with the Master Trust Deed and this deed
and the proceeds of such sale and realisation are applied, to the extent
available, to repay the Invested Amount plus any accrued, but unpaid, Class B
Note Interest Amount in respect of that Class B Note in accordance with the
Master Trust Deed or this deed.


 


Each Class B Note redeemed in full (or
deemed to be redeemed in full) pursuant to this deed will be cancelled and may
not be resold or reissued.


 


24

















 


8.12                         Trustee’s Covenant to the Note Holders


 


Subject to the terms of the Master Trust
Deed, the Note Trust Deed and this deed, the Trustee:


 


(a)                                   acknowledges to each Note Holder its indebtedness in respect of the
Invested Amount of each Note; and


 


(b)                                  covenants for the benefit of each Note Holder:


 


(i)                                      to make all payments of interest in respect of the Notes held by the
Note Holder on each Payment Date;


 


(ii)                                   to comply with the terms of this deed and the Transaction Documents
to which it is a party; and


 


(iii)                                to pay the Stated Amount, together with all then accrued but unpaid
interest, in relation to the Notes held by the Note Holder on the Final
Maturity Date.


 


Subject to this deed (and in the case of
the Class A Notes, the Class A Note Conditions), no amount of principal will be
paid in respect of a Note in excess of the Stated Amount of that Note.


 


8.13                         Register
of Note Holders


 


The Trustee shall keep an up to date
Register of Note Holders in respect of the Class B Notes in accordance with
Schedule 1.  The Register of Note
Holders may be maintained in electronic form.


 


8.14                         Transfer and Transmission of Notes


 


(a)                                   (Transfer of Class B Notes in accordance with Corporations Act):
A Note Holder is only entitled to transfer a Class B Note if the offer of the
Class B Note for sale, or the invitation to purchase the Class B Note, to the
proposed transferee by the Note Holder is an offer or invitation that does not
need disclosure to investors under Part 6D.2 of Chapter 6 of the Corporations
Act and otherwise complies with the Corporations Act and if the transfer of the
Class B Note complies with Schedule 2.


 


(b)                                  (Regulation S): A Class B Note may not be offered or sold
within the United States of America or to, or for the account or benefit of,
United States persons except in accordance with Regulation S under the
Securities Act or pursuant to an exemption from the registration requirements
of the Securities Act.  Terms used in
this clause 8.14(b) (“Transfer and
Transmission of Notes”) have the meaning given to them by Regulation
S under the Securities Act.


 


8.15                         Taxation


 


All payments in respect of the Notes will
be made without withholding or deduction for, or on account of, any present or
future taxes, duties or charges of whatsoever nature unless the Trustee (or, in
the case of the Class A Notes, any Paying Agent) is required by any applicable
law to make such a


 


25

















 


withholding or deduction.  In that event the Trustee (or, in the case
of the Class A Notes, any Paying Agent) will, after making such withholding or
deduction, account to the relevant authorities for the amount so required to be
withheld or deducted.  Neither the
Trustee nor any such Paying Agent nor the Note Trustee will be obliged to make
any additional payments in respect of the relevant Notes in relation to the
withholding or deduction.  Immediately
after becoming aware that such a withholding or deduction is or will be
required, the Trustee will notify the Note Trustee, the Principal Paying Agent
and the relevant Note Holders in the manner required by the Transaction
Documents.


 


8.16                         Rounding
of Payments


 


Except as otherwise specified in this deed,
all payments in respect of a given currency will be rounded to the nearest cent
of that currency.


 


8.17                         Call
Option


 


(a)                                   The Trustee will, subject to the other provisions of this deed, when
directed by the Trust Manager (at the Trust Manager’s option), redeem all, but
not some only, of the Notes at their then Invested Amount (without double
counting), subject to the following, together with all accrued but unpaid
interest in respect of the Notes to (but excluding) the date of redemption, on
the Call Option Date or on any Payment Date following the Call Option Date.


 


(b)                                  Notwithstanding the foregoing, the Trustee may redeem the Notes at
their Stated Amount on the Call Option Date or on any Payment Date following
the Call Option Date, instead of at their Invested Amount (without double
counting), together with accrued but unpaid interest in respect of the Notes to
(but excluding) the date of redemption, if so approved by an Extraordinary
Resolution of the Note Holders.


 


(c)                                   The Trustee must not redeem the Notes unless it is in a position on
the Call Option Date or the applicable Payment Date following the Call Option
Date to repay the then Invested Amounts or the Stated Amounts (without double
counting), as required, of the Notes together with all accrued but unpaid
interest to (but excluding) the date of redemption and to discharge all its
liabilities in respect of amounts which are required under the Global Master
Security Trust Deed and this deed to be paid in priority to or equally with the
Notes as if the Deed of Charge in respect of the Trust were enforced.


 


8.18                         Redemption for Taxation or Other Reasons


 


(a)                                   If the Trust Manager satisfies the Trustee (and, in the case of the
Class A Notes, the Note Trustee) immediately prior to giving the direction
referred to below that by virtue of either a change in law of the Commonwealth
of Australia or any of its political subdivisions or any of its authorities or
any other jurisdiction to which the Trustee becomes subject (a “Relevant
Jurisdiction”), or a change in the application or official
interpretation thereof, from that in effect on the Closing Date, either:


 


26

















 


(i)                                      on the next Payment Date the Trustee or the Currency Swap Provider
(as applicable) will be required to deduct or withhold from any payment of
principal or interest in respect of the Notes including corresponding payments
under the Currency Swap, any amount for or on account of any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed,
levied, collected, withheld or assessed by a Relevant Jurisdiction; or


 


(ii)                                   on the next Payment Date the total amount payable in respect of
interest in relation to any of the Receivables for a Collection Period ceases
to be receivable (whether or not actually received) by the Trustee by reason of
any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by a Relevant
Jurisdiction,


 


and, in each case, such obligation cannot
be avoided by the Trustee taking reasonable measures available to it, the
Trustee must, when so directed by the Trust Manager (at the Trust Manager’s
option), redeem all, but not some only, of the Notes on any subsequent Payment
Date at their then Invested Amount (without double counting), subject to the
following, together with accrued but unpaid interest in respect of the Notes to
(but excluding) the date of redemption. 
Notwithstanding the foregoing, the Trustee may redeem the Notes at their
Stated Amount, instead of at their Invested Amount (without double counting),
together with accrued but unpaid interest in respect of the Notes to (but
excluding) the date of redemption, if so approved by an Extraordinary
Resolution of the Note Holders.


 


(b)                                  The Trust Manager will not direct the Trustee to, and the Trustee
will not, so redeem the Notes unless the Trustee is in a position on such
Payment Date to repay in respect of the Notes their then Invested Amount or
Stated Amount (without double counting), as required, together with all accrued
but unpaid interest to (but excluding) the date of redemption and to discharge
all its liabilities in respect of amounts which are required under the Global
Master Security Trust Deed and this deed to be paid in priority to or equally
with the Notes as if the Deed of Charge in respect of the Trust was enforced.


 


(c)                                   The Trustee will give not more than 60 nor less than 45 days’ notice
(which will be irrevocable) of the Payment Date on which a proposed redemption
under clauses 8.17 (“Call Option”)
or this clause 8.18 (“Redemption for
Taxation and other reasons”)  will
occur to the Note Trustee (where relevant), the Seller, the Principal Paying
Agent, the Note Registrar, the Calculation Agent and the Note Holders.


 


(d)                                  If an event referred to in clause 8.18(a) (“Redemption for Taxation or Other Reasons”)
occurs in respect of only the Class A Notes (and not the other Notes) and as a
result thereof the Trustee gives notice that it proposes to redeem all of the
Notes on the Payment Date referred to in that notice, the Class A Note Holders
may by an Extraordinary Resolution elect that they do not require the Trustee
to redeem the Notes.  If the Class A
Note Holders make such an election they (or


 


27

















 


the Note
Trustee on their behalf) must notify the Trustee and the Trust Manager not less
than 21 days before the proposed Payment Date for the redemption of the
Notes.  Upon receipt of such a notice,
the Trustee must not so redeem the Class A Notes.


 


(e)                                   This clause is subject to the Class A Notes Conditions in respect of
the Class A Notes.


 


8.19                         Reliance


 


For the purpose of any redemption under
clauses 8.17 (“Call Option”)
and 8.18 (“Redemption for Taxation or Other
Reasons”), the Trustee may rely on any certificate from an
Authorised Officer of the Trust Manager that the Trustee will be in a position
to repay the Notes at their then Invested Amount or Stated Amount (without
double counting), as applicable, together with all accrued but unpaid interest
to (but excluding) the date of redemption and to discharge all its liabilities
in respect of amounts which are required under the Global Master Security Trust
Deed and this deed to be paid in priority to or equally with the Notes as if
the Deed of Charge in respect of the Trust were enforced.


 


8.20                         Notification of early redemption to the United Kingdom
Listing Authority


 


The Trust Manager must, in accordance with
listing rule 15.15 of the listing rules made in accordance with the Financial
Services and Markets Act 2000 (UK) (“FSMA”)
and no later than 7.30am on the Business Day following the day on which the
Class A Notes are redeemed in accordance with clauses 8.17 (“Call Option”) or 8.18 (“Redemption for Taxation or Other Reasons”),
notify the Financial Services Authority as competent authority under the FSMA
of such redemption.  The notification
must state the amount of Class A Notes redeemed, that no Class A Notes remain
outstanding and that the Class A Notes are to be cancelled.


 


9                                          Conditions
Precedent


 


9.1                                Conditions precedent to the issue of Notes


 


The obligation of the Trustee to issue
Notes is subject to:


 


(a)                                   (Constitution) receipt by the Trust Manager of a certified copy
of the constitution of the Seller and the Servicer;


 


(b)                                  (Transaction Documents) receipt by the Trust Manager of a
certified copy of each executed and (where relevant) stamped Transaction
Document;


 


(c)                                   (Rating) confirmation from each Designated Rating Agency that
the Class A Notes have been assigned a provisional rating of AAA (in the case
of S&P and Fitch) and Aaa (in the case of Moody’s) and the Class B Notes
have been assigned a provisional rating of AA (in the case of Fitch and
S&P);


 


28

















 


(d)                                  (Diskette) delivery to the Trustee from the Seller of a
computer diskette containing:


 


(i)                                      a list of the offices (including addresses and telephone numbers) at
which the Title Documents relating to the Purchased Receivables are retained;


 


(ii)                                   the name and address of the Debtor in respect of each Purchased
Receivable;


 


(iii)                                the account number of each Purchased Receivable; and


 


(iv)                               such other information in respect of the Purchased Receivables as is
agreed between the Seller and the Trustee;


 


(e)                                   (Segregation) delivery to the Trustee from the Seller of a
letter which explains how the security packets containing the Title Documents
are marked or segregated so as to enable the Trustee to identify those security
packets when at the premises of the relevant Custodian where the security
packets are stored;


 


(f)                                     (Power of Attorney) delivery to the Trustee from the Seller of
each Power of Attorney;


 


(g)                                  (Legal Opinions) receipt by the Trust Manager of:


 


(i)                                      a legal opinion from Mallesons Stephen Jaques, in relation to the
obligations of the Trust Manager, the Seller, the Servicer, Custodian, the
Liquidity Facility Provider, the Redraw Facility Provider, the Basis Swap
Provider and the Fixed Rate Swap Provider under the Transaction Documents to
which they are bound;


 


(ii)                                   a legal opinion from Mallesons Stephen Jaques in relation to the tax
neutrality of the Trust;


 


(iii)                                a legal opinion from Henry Davis York, in relation to the
obligations of the Trustee and the Security Trustee under the Transaction
Documents to which they are bound;


 


(iv)                               a legal opinion from McKee Nelson LLP, in relation to certain
matters of United States law;


 


(v)                                  a legal opinion from Emmett, Marvin and Martin LLP as to the due
execution by The Bank of New York of the Transaction Documents to which it is a
party;


 


(vi)                               opinions from counsel in respect of the Currency Swap Provider in
relation to the validity and enforceability of the obligations of The Royal
Bank of Scotland plc, as Currency Swap Provider under the Currency Swap; and


 


(vii)                            a legal opinion from Allens Arthur Robinson as to the due execution
by PMI Mortgage Insurance Ltd of the Transaction Documents to which it is a
party and in relation to the


 


29

















 


obligations of
PMI Mortgage Insurance Ltd under the Transaction Documents to which it is
bound.


 


The Trust Manager must provide confirmation
to the Trustee upon its receipt of such documents.


 


10                                   Representations and warranties


 


10.1                         Representations
and warranties


 


Each of the Trustee, the Servicer, the
Custodian, the Seller and the Trust Manager represents and warrants to each
other (but with respect to itself only) 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 the business
proposed to be conducted under this deed;


 


(c)                                   (power) it has full power and authority to enter into and
perform its obligations under this deed 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
deed 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 deed 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 deed 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 which is binding upon it or any of
its assets;


 


(ii)                                   the constitution or other constituent documents of it; or


 


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


 


and (except, in the case of the Trustee,
the Seller and the Servicer, in respect of the Deed of Charge) does not and
will not result in:


 


30

















 


(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; and


 


(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.


 


10.2                         Trustee representations and warranties


 


Without limiting the representations and
warranties provided in clause 10.1 (“Representations
and warranties”), the Trustee represents and warrants to the Trust
Manager, the Custodian and the Servicer that:


 


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


 


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


 


(c)                                   (sole Trustee) it is the sole trustee of the Trust;


 


(d)                                  (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 deed;


 


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


 


(f)                                     (vesting date) the vesting date has not occurred in respect of
the Trust.


 


10.3                         Seller representations and warranties


 


The Seller represents and warrants to the
Trustee that the following will be true and correct in relation to each
Receivable specified in any Sale Notice received from the Seller as at the
Cut-Off Date:


 


(a)                                   at the time each Receivable was entered into, it complied in all
material respects with all applicable laws;


 


(b)                                  the Receivable is enforceable in accordance with its terms against
the relevant Debtor;


 


(c)                                   the Receivable satisfies the Eligibility Criteria;


 


(d)                                  at the time the Receivable was entered into, it was entered into in
good faith;


 


31

















 


(e)                                   no Debtor was required to open or maintain a deposit account with
the Seller in relation to or as a precondition of entering into the Receivable;


 


(f)                                     at the time the Receivable was entered into, the Receivable was
originated in the ordinary course of the Seller’s business and since then, in
respect of that Receivable, the Servicing Procedures have been complied with;


 


(g)                                  at the time the Receivable was approved, it had not received any
notice of the insolvency or bankruptcy of the Debtor or that the Debtor did not
have the legal capacity to enter into the Receivable;


 


(h)                                  the Seller is the sole legal and beneficial owner of the Receivable
and to its knowledge no prior ranking Encumbrance exists in relation to its
right, title and interests in the Receivable;


 


(i)                                      to the best of its knowledge and belief after due enquiry, it holds,
or the Custodian holds, in accordance with the Servicing Procedures, all
documents necessary to enforce the provisions of, and the security created by,
the Receivable and each Related Security (if any);


 


(j)                                      other than in respect of priorities granted by statute, it has not
received notice from any person that claims to have an Encumbrance ranking in
priority to or equal with the Receivable or Related Security;


 


(k)                                   except if the Receivable is subject to a fixed rate of interest at
any time and except as may be provided by applicable laws or any Binding
Provision, the interest payable on the Receivable is not subject to any
limitation and no consent, additional memoranda or other writing is required
from the Debtor to give effect to a change in the interest rate payable on the
Receivable and any change will be effective on notice being given to the Debtor
in accordance with the terms of the Receivable;


 


(l)                                      the Receivables and Related Securities are assignable without the
consent of the related Debtor;


 


(m)                                at the time the Receivable was entered into, all necessary steps
were taken to ensure that the related Mortgage complied with all legal
requirements applicable at that time to be:


 


(i)                                      a first ranking registered mortgage;


 


(ii)                                   where the Seller already held the first ranking registered mortgage,
a second ranking registered mortgage,


 


(subject to any statutory charges, any
prior charges of a body corporate, service company or equivalent, whether
registered or otherwise), in either case secured over Land, subject to stamping
and registration in due course;


 


32

















 


(n)                                  upon the acceptance of the offer contained in the Sale Notice,
beneficial ownership of the Receivable will vest in the Trustee free and clear
of all Encumbrances; and


 


(o)                                  the sale of the Receivable will not be held by a court to constitute
a transaction at an undervalue, a fraudulent conveyance or a voidable
preference under any insolvency laws.


 


10.4                         Trust
Manager, Servicer or Seller becomes aware


 


If the Trust Manager, the Servicer or the
Seller becomes actually aware during the 120 day period after the Closing Date
that a representation or warranty made by the Seller in accordance with
clause 10.3 (“Seller representations and
warranties”) was incorrect when given in respect of a Receivable, it
must give notice to the Trustee, the Trust Manager, the Servicer and the Seller
(as the case may be) accompanied by sufficient details to identify the relevant
Receivable, and the reason why the representation or warranty is incorrect,
within five Business Days of the Trust Manager, the Servicer or the Seller (as
the case may be) becoming so actually aware.


 


10.5                         Trustee
becomes aware


 


If the Trustee becomes actually aware
during the 120 day period after the Closing Date that a representation or
warranty made in accordance with clause 10.3 (“Seller representations and warranties”) was incorrect when
given in respect of a Receivable, it must give notice to the Trust Manager, the
Servicer and the Seller accompanied by sufficient details to identify the
relevant Receivable and the Trustee’s reasons for believing that the
representation or warranty is incorrect, within five Business Days of becoming
actually so aware.  The Trustee is under
no obligation whatsoever to conduct any investigation in any manner whatsoever
to determine if a representation or warranty made pursuant to clause 10 (“Representations and warranties”) is
incorrect when given in respect of a Receivable.


 


10.6                         Remedy of defaults during Prescribed Period


 


If, with respect to any Receivable:


 


(a)                                   any representation or warranty made by the Seller in accordance with
clause 10.3 (“Seller representations
and warranties”) of this deed is incorrect when given; and


 


(b)


 


(i)                                      the Seller, the Servicer or the Trust Manager receives a notice from
the Trustee pursuant to clause 10.5 (“Trustee
becomes aware”); or


 


(ii)                                   the Trust Manager, the Servicer or the Seller gives a notice to the
Trustee pursuant to clause 10.4 (“Trust
Manager, Servicer or Seller becomes aware”),


 


in either case, not later than five
Business Days prior to the last day of the relevant Prescribed Period, then, if
that breach (if capable of remedy) is not remedied or waived within ten
Business Days (or such longer period as the Trustee permits acting on the
direction of the Trust Manager) of the Seller, the Servicer or the


 


33

















 


Trust Manager giving or receiving the
notice (as the case may be), the Seller will be required to pay to the Trustee
the Unpaid Balance of the Receivable on that date (less the Accrued Interest
Adjustment (if any) due to the Seller by the Trustee on the following Payment
Date).  The Trustee’s title in the
Receivable (and any Related Security) and any relevant Other Secured Liability
will be extinguished (or if the Trustee has legal title at that time, assigned)
in favour of the Seller following the receipt of such payment.  The Trustee will have no liability to any
Secured Creditor or any Unitholder for failing to extinguish or assign its
title in a Receivable and any Related Security to the Seller as a result of the
Seller’s breach of warranty or other default except to the extent that the
liability occurs as a result of the fraud, negligence or wilful default of the
Trustee.


 


Save for the representation or warranty by
the Trustee that the Trustee has not encumbered its interest in the relevant
Receivable (except under the Charge), no representation or warranty will be
given by the Trustee to the Seller in relation to a Receivable and any relevant
Other Secured Liability to which the Trustee’s title has been extinguished or
assigned in accordance with this clause. 
The Seller must on demand pay to the Trustee all costs and expenses
incurred by the Trustee and all Taxes payable in connection with the
extinguishment or assignment of the Trustee’s title in a Receivable pursuant to
this clause.


 


10.7                         Limitation on rights of Trustee during Prescribed
Period


 


The performance by the Seller of its
obligations under clause 10.6 (“Remedy
of defaults during Prescribed Period”) is the sole remedy available
to the Trustee during the relevant Prescribed Period in respect of a
representation or warranty being incorrect when given by the Seller in
accordance with clause 10.3 (“Seller
representations and warranties”) in respect of a Receivable.  The Trustee expressly acknowledges and
agrees that, during the relevant Prescribed Period, other than pursuant to
clause 10.6 (“Remedy of defaults during
Prescribed Period”) (but without limiting its rights under clause
10.6 (“Remedy of defaults during Prescribed
Period”)) it has no remedy against the Seller in respect of any
representation or warranty being incorrect when given by the Seller in
accordance with clause 10.3 (“Seller
representations and warranties”) and which the Trustee becomes
actually aware of prior to the last day on which the notices referred to in
clause 10.6 (“Remedy of defaults during
Prescribed Period”) can be given.


 


10.8                         Limit of Seller’s liability for Receivables


 


Other than the rights of the Trustee
pursuant to clause 10.6 (“Remedy of
defaults during Prescribed Period”), the Seller has no liability for
any loss or damage caused to the Trustee, the Unitholders, any Secured Creditor
or any other person in respect of any representation or warranty being
incorrect when given by the Seller under clause 10.3 (“Seller representations and warranties”) in
respect of a Receivable in relation to which a notice has been received or
given pursuant to clause 10.6 (“Remedy
of defaults during Prescribed Period”).


 


34

















 


10.9                         Seller’s liability for damages after Prescribed Period


 


The Seller indemnifies the Trustee (both
for its own account and for the account of Secured Creditors and the
Unitholders) against any direct loss arising from any representation or
warranty being incorrect when made by the Seller in accordance with
clause 10.3 (“Seller representations
and warranties”) in relation to a Receivable and which the Trustee,
the Trust Manager or the Servicer becomes actually aware of after the date
which is the last day on which a notice under clause 10.6 (“Remedy of default during Prescribed Period”)
can be given.  A claim made under this
clause is the sole remedy available to any person against the Seller after the
end of the Prescribed Period.  The
amount of such direct loss is limited to the losses directly incurred by the
Trustee as a result of the breach.


 


10.10                  Seller to pay damages within five Business Days


 


The Seller must, within five Business Days
of agreement or determination (as the case may be) pursuant to clause 10.9
(“Seller’s liability for damages after
Prescribed Period”), pay the relevant sum to the Trustee.


 


11                                   Payments


 


11.1                         Manner


 


The Trustee and the Servicer will make all
payments under this deed:


 


(a)                                   in immediately available funds (unless otherwise agreed) to the
account specified by the payee, in either case, by 4.00 pm (Melbourne
time) on the due date;


 


(b)                                  without set-off, counterclaim or other deduction; and


 


(c)                                   in accordance with this deed.


 


11.2                         Cleared
Funds


 


Notwithstanding any other provision of this
deed, where the proceeds of a payment due to the Trustee on a day are required
to be applied by the Trustee towards some other payment due on the same day,
the payment to the Trustee must be made in immediately available funds in
sufficient time to allow the Trustee to make that other payment and the Trustee
will have no obligation to make the other payment until the first payment has
been made.


 


35

















 


PART 3 - PRINCIPAL AND INCOME DETERMINATIONS AND PAYMENTS


 


12                                   Collections


 


12.1                         Establishment of Collection Account with Servicer


 


Immediately following the date of
constitution of the Trust, the Trustee must establish the Collection Account
with the Servicer (provided that such Servicer has the Required Credit Rating)
or such other Eligible Bank as the Trust Manager may determine (notice of which
is to be provided to the Trustee) from time to time.


 


12.2                         Remittance to Collection Account


 


To the extent that the Servicer is the
Seller and the Servicer has the Required Credit Rating, the Servicer is
entitled to retain any Collections in respect of a Collection Period until 9:00
am (Melbourne time) on the Payment Date following the end of the relevant
Collection Period, on or before which time it must deposit such Collections
into the Collection Account or pay such amount in the manner directed by the
Trustee (acting on the direction of the Trust Manager).


 


12.3                         Retention


 


To the extent that the Servicer is not the
Seller, and for so long as the Servicer has short term credit ratings of no
lower than A-1 from S&P and P-1 from Moody’s and F1 from Fitch, it may
retain Collections until 9:00am (Melbourne time) on the Business Day which is
the earlier of 30 days from receipt and 2 Business Days before the Payment Date
following the end of the relevant Collection Period.  However, while the sum of all Collections held by the Servicer
and the value of any short term Authorised Investments which are with, or
issued by, a bank or financial institution which has a short-term credit rating
of A-1 from S&P exceeds an amount equal to 20% of the Aggregate Stated
Amount of all Notes, the Servicer will only be entitled to retain any additional
Collections received for 2 Business Days following receipt.


 


12.4                         Remittance


 


Subject to clause 12.2 (“Remittance to Collection Account”) and
12.3 (“Retention”), the Servicer
agrees to remit all Collections it receives to the Collection Account within 2
Business Days of receipt of such Collections.


 


13                                   Termination of the Swaps and Application of Threshold
Rate


 


13.1                         Calculation of Threshold Rate


 


The Trust Manager shall, on each Payment
Date after the date on which the Basis Swap is terminated and not replaced in
the manner contemplated by clause 13.2(a)(i) (“Termination
of Basis Swap or Fixed Rate Swap”), and on any other date required
by the Transaction Documents:


 


36

















 


(a)                                   calculate the Threshold Rate on that day; and


 


(b)                                  notify the Trustee, the Servicer and the Seller of that Threshold
Rate.


 


13.2                         Termination of Basis Swap or Fixed Rate Swap


 


If, at any time, the Basis Swap or the
Fixed Rate Swap terminates due to the default or failure to perform by the
Basis Swap Provider or the Fixed Rate Swap Provider (as the case may be), the
Trust Manager and the Trustee must endeavour to:


 


(a)                                   in the case of the Basis Swap:


 


(i)                                      (in the case of the Trustee, to the extent that the Trust Manager
has made appropriate arrangements to ensure that it is possible for the Trustee
to) enter into a replacement swap on substantially similar terms and with a
counterparty acceptable to each Designated Rating Agency;


 


(ii)                                   (in the case of the Trustee, to the extent that the Trust Manager
has made appropriate arrangements to ensure that it is possible for the Trustee
to) ensure the Seller sets the weighted average (rounded up to 4 decimal
places) of the variable interest rates payable under each applicable Purchased
Receivable which then forms part of the Assets of the Trust to at least equal
to the Threshold Rate; or


 


(iii)                                (in the case of the Trustee, to the extent that the Trust Manager
has made appropriate arrangements to ensure that it is possible for the Trustee
to) within 3 Business Days, enter into such other arrangements which each
Designated Rating Agency has confirmed will not result in an Adverse Rating
Effect; and


 


(b)                                  in the case of the Fixed Rate Swap, within 3 Business Days:


 


(i)                                      (in the case of the Trustee, to the extent that the Trust Manager
has made appropriate arrangements to ensure that it is possible for the Trustee
to) immediately enter into a replacement swap on substantially similar terms
and with a counterparty acceptable to each Designated Rating Agency; or


 


(ii)                                   (in the case of the Trustee, to the extent that the Trust Manager
has made appropriate arrangements to ensure that it is possible for the Trustee
to) enter into such other arrangements which each Designated Rating Agency has
confirmed will not result in an Adverse Rating Effect.


 


13.3                         Seller’s
Discretion


 


If clause 13.2(a)(ii) (“Termination of Basis Swap or Fixed Rate Swap”)
applies, the Seller may, at its discretion, set the interest rate on the
Purchased Receivables (where permitted under the relevant Loan Agreement) at an
interest rate higher than the Threshold Rate.


 


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13.4                         Trustee’s
power


 


If the Trustee has notice that the Seller
has not set the applicable rate in accordance with clause 13.2(a)(ii) (“Termination of Basis Swap or Fixed Rate Swap”),
the Trustee (acting on the direction of the Trust Manager) has the power to set
the interest rate on the Purchased Receivables in accordance with clause
13.2(a)(ii) (“Termination of Basis Swap or
Fixed Rate Swap”).


 


13.5                         Termination of Linked Deposit Accounts


 


The Seller will, following notice by the
Trustee to the relevant Debtors after the occurrence of a Title Perfection
Event, subject to any contractual notice requirements by which the Seller is
bound, promptly withdraw all interest off-set benefits (if any) that would
otherwise be available to Debtors under the terms of their Linked Deposit
Accounts.


 


13.6                         Servicer
to adjust


 


If at any time a Basis Swap terminates
whilst there are any Notes which have not been redeemed (or deemed to be
redeemed) in full, the Servicer must, in respect of each Collection Period
commencing thereafter:


 


(a)                                   (reduce interest off-set benefits applicable to Linked Deposit
Accounts)  reduce, except as
may be provided by applicable laws (including, but not limited to the Consumer
Credit Code), the interest off-set benefits available in respect of Linked
Deposit Accounts, so that the effective interest rate applicable on Purchased
Receivables which are subject to Linked Deposit Accounts produces an income
which is at least equal to the lesser of:


 


(i)                                      the amount of income that would be produced if the interest off-set
benefit was zero; and


 


(ii)                                   the amount of income which ensures that there is enough Available
Income to make all necessary payments due by the Trustee; and


 


(b)                                  if the amount of income produced pursuant to clause 13.6(a) (“Servicer to adjust”), when aggregated with
all other Available Income, is not sufficient to enable it to meet its
obligations under the Transaction Documents, ensure that the weighted average
interest rate applied to the Purchased Receivables is not lower than the
Threshold Rate determined by the Trust Manager.


 


13.7                         Gross Up for Linked Deposit Accounts


 


The Seller must pay the Servicer (as part
of the Collections to be deposited by the Servicer into the Collection Account)
any amount which would otherwise be received by the Servicer as a Collection to
the extent that the obligation to pay such amounts is discharged or reduced by
virtue of the terms of a Linked Deposit Account.  Such payment must be made on the day that the relevant amount
would otherwise have been received.


 


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14                                   Cashflow Allocation Methodology


 


14.1                         General


 


Prior to the occurrence of an Event of
Default, the Collections, Other Income and any amount required to be drawn
under the Support Facilities will be allocated by the Trust Manager and paid in
accordance with clauses 14.2 (“Collection
Period”) to 14.17 (“Early
Repayment Costs and Early Repayment Benefits”) below.


 


14.2                         Collection
Period


 


The Servicer will collect all Collections
on behalf of the Trustee during each Collection Period.  On each Determination Date, the Trust
Manager will allocate the Collections between Finance Charge Collections and
Principal Collections.


 


14.3                         Finance Charge Collections


 


On each Determination Date, the Finance
Charge Collections for the immediately preceding Collection Period will be
calculated by the Trust Manager as the aggregate of the following items:


 


(a)                                   any amounts received from a Debtor in relation to Taxes and
Governmental Agency charges in respect of a Purchased Receivable during that
Collection Period;


 


(b)                                  any interest and other amounts in the nature of interest or income,
fees and charges received during that Collection Period under or in respect of
any Purchased Receivable, or any similar amount deemed by the Servicer to be in
the nature of income, interest, fee or charge, including without limitation
amounts of that nature:


 


(i)                                      recovered during that Collection Period from the enforcement of a
Purchased Receivable (but excluding any amount received under any Mortgage
Insurance Policy);


 


(ii)                                   received by the Trustee during that Collection Period under clause
1.3 (“Realisation of Assets of the Trust”);


 


(iii)                                received during that Collection Period from a Debtor following
notice given to that Debtor in accordance with clause 13.5 (“Termination of Linked Deposit Accounts”);


 


(iv)                               received during that Collection Period from the Seller or the
Servicer by the Trustee upon repurchase of or extinguishment of the Trustee’s
title in a Purchased Receivable for any reason (including without limitation,
any such amount which represents amounts in respect of accrued but unpaid
interest and fees on the Purchased Receivables);


 


(v)                                  received during that Collection Period from another trust or any
other person as an Accrued Interest Adjustment upon the transfer of a Purchased
Receivable from the Trust to that other trust or that person;


 


39

















 


(vi)                               received during that Collection Period from the Seller or the
Servicer in respect of:


 


(A)                                damages payable as a result of a breach of a representation or
warranty contained in the Transaction Documents in respect of a Purchased
Receivable and which the Trust Manager determines should be accounted for as
Finance Charge Collections in accordance with the provisions of this deed; or


 


(B)                                  any obligation to indemnify or reimburse the Trustee in respect of a
Purchased Receivable or under or in connection with a Transaction Document,


 


such amounts to include damages received
from the Seller or the Servicer which are determined to be Finance Charge
Collections in accordance with clause 19.2 (“Allocation
of Damages”);


 


(vii)                            received during that Collection Period from the Seller under clause
13.7 (“Gross Up for Linked Deposit Accounts”)
of this deed,


 


less reversals made during that Collection
Period in respect of interest, income, fees or charges in respect of any
Purchased Receivable where the original debit entry (or any part of the
original debit entry) was made in error;


 


(c)                                   any amounts allocated as Finance Charge Collections by the Trust
Manager out of funds received during that Collection Period under clause
24.1(b) (“Seller Advances”);


 


(d)                                  any fees paid during that Collection Period by a Debtor in relation
to the final discharge of a Purchased Receivable;


 


(e)                                   any Recoveries received during that Collection Period in respect of
a Purchased Receivable which were previously the subject of a loss as described
in the definition of “Charge-Off”;


 


(f)                                     any amount received during that Collection Period from or on behalf
of a Debtor in reimbursement of Enforcement Expenses; and


 


(g)                                  any amount of input tax credits (as defined in the GST Law) received
by the Trustee during that Collection Period in respect of the Trust.


 


14.4                         Calculation of Available Income


 


On each Determination Date, the Available
Income is calculated by the Trust Manager (without double counting) as follows:


 


(a)                                   the Finance Charge Collections received during the immediately
preceding Collection Period; plus


 


40

















 


(b)                                  any Other Income in respect of the immediately preceding Collection
Period; plus


 


(c)                                   the Mortgage Insurance Interest Proceeds received by the Trustee
during that Collection Period in respect of a Purchased Receivable; plus


 


(d)                                  any net payments due to be received by the Trustee under the Fixed
Rate Swap or the Basis Swap on the next Payment Date (excluding any Early
Repayment Costs); plus


 


(e)                                   all other amounts received by or on behalf of the Trustee in respect
of the Assets of the Trust (which may include any applicable termination
payments received under the Currency Swap but does not include any collateral
received under the Currency Swap) in the nature of income during the
immediately preceding Collection Period.


 


14.5                         Principal
Draw


 


If, on any Determination Date, there is a
Payment Shortfall then the Trust Manager must direct the Trustee to make a
Principal Draw on the Payment Date immediately following that Determination
Date equal to the lesser of:


 


(a)                                   the Payment Shortfall; and


 


(b)                                  the amount of Principal Collections available for application for
that purpose on the following Payment Date in accordance with clause 14.13(c)
(“Principal Distributions”),


 


and apply it towards the Payment Shortfall.


 


14.6                         Liquidity
Drawing


 


If, on any Determination Date, there is a
Liquidity Shortfall, the Trust Manager must direct the Trustee in writing to
request from the Liquidity Facility Provider, in accordance with the Liquidity
Facility Agreement, a Liquidity Drawing under the Liquidity Facility Agreement
on the Payment Date immediately following that Determination Date equal to the
lesser of:


 


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


 


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


 


The Trustee must, if so directed by the
Trust Manager and subject to the terms of the Liquidity Facility Agreement,
make that Liquidity Drawing and have the proceeds deposited or transferred into
the Collection Account on the relevant Payment Date.


 


14.7                         Calculation and application of Total Available Income


 


On each Determination Date, the Total
Available Income is calculated as the aggregate of:


 


(a)                                   any Available Income calculated in accordance with clause 14.4 (“Calculation of Available Income”) on that
Determination Date;


 


41

















 


(b)                                  any Principal Draw calculated in accordance with clause 14.5 (“Principal Draw”) on that Determination
Date; and


 


(c)                                   any Liquidity Drawing calculated in accordance with clause 14.6 (“Liquidity Drawing”) on that Determination
Date.


 


The Total Available Income in respect of a
Determination Date must be applied on the immediately following Payment Date to
meet Required Payments in accordance with clause 14.8 (“Required Payments (Interest waterfall)”).


 


14.8                         Required Payments (Interest waterfall)


 


The Trust Manager must direct the Trustee
to pay (or direct the payment of) the following items in the following order of
priority out of the Total Available Income (as calculated on the relevant
Determination Date) on each Payment Date:


 


(a)                                   first, at the Trust Manager’s discretion, up to $1 to each Residual
Income Unitholder;


 


(b)                                  second, solely with respect to the first Payment Date, any Accrued
Interest Adjustment to the Seller upon the transfer of any Receivable to the
Trust during the Collection Period immediately preceding that Payment Date;


 


(c)                                   third, pari passu and rateably:


 


(i)                                      any Taxes payable in relation to the Trust for the Collection Period
immediately preceding that Payment Date;


 


(ii)                                   the Trustee’s fee payable on that Payment Date;


 


(iii)                                the Servicer’s fee payable on that Payment Date;


 


(iv)                               the Trust Manager’s fee payable on that Payment Date;


 


(v)                                  the Custodian’s fee payable on that Payment Date;


 


(vi)                               the Note Trustee’s fee payable on that Payment Date;


 


(vii)                            any Enforcement Expenses incurred during the Collection Period
immediately preceding that Payment Date; and


 


(viii)                         any other Expenses of the Trust incurred during the Collection
Period immediately preceding that Payment Date;


 


(d)                                  fourth, pari passu and rateably:


 


(i)                                      any fees payable by the Trustee on that Payment Date under the
Redraw Facility Agreement and the Liquidity Facility Agreement;


 


(ii)                                   any interest payable by the Trustee under the Liquidity Facility
Agreement for the Interest Period ending on (but


 


42

















 


excluding)
that Payment Date and any unpaid interest in respect of preceding Interest
Periods; and


 


(iii)                                any net amount payable by the Trustee on that Payment Date to the
Basis Swap Provider under the Basis Swap and to the Fixed Rate Swap Provider
under the Fixed Rate Swap (excluding any Early Repayment Costs during the
immediately preceding Collection Period); and


 


(e)                                   fifth, to the Liquidity Facility Provider in repayment or
reimbursement of any Liquidity Drawing made before that Payment Date;


 


(f)                                     sixth, pari passu and rateably:


 


(i)                                      to the Currency Swap Provider, such amount of the A$ Class A
Interest Amount for the Interest Period ending on (but excluding) that Payment
Date as is payable to the Currency Swap Provider on that Payment Date in
accordance with the Currency Swap and any unpaid A$ Class A Interest Amounts in
respect of preceding Interest Periods; and


 


(ii)                                   any interest payable by the Trustee under the Redraw Facility
Agreement for the Interest Period ending on (but excluding) that Payment Date
and any unpaid interest amounts for the Redraw Facility in respect of preceding
Interest Periods; and


 


(g)                                  seventh, the Class B Note Interest Amount for the Class B Notes for
the Interest Period ending on (but excluding) that Payment Date and any unpaid
Class B Note Interest Amounts for the Class B Notes in respect of
preceding Interest Periods.


 


The Trustee will only make a payment under
any of paragraphs (a) to (g) inclusive to the extent that any Total Available
Income remains from which to make the payment after amounts with priority to
that amount have been paid and distributed.


 


14.9                         Class
A Note Conditions


 


On each Payment Date that any amount is
payable to the Currency Swap Provider under clause 14.8(f)(i) (“Required Payments (Interest waterfall)”),
the Trustee must comply with Condition 6.9 of the Class A Note Conditions.


 


14.10                  Excess
Available Income


 


To the extent that, on any Payment Date,
the Total Available Income exceeds the amounts payable under clause 14.8 (“Required Payments (Interest waterfall)”)
(as calculated on the relevant Determination Date) (“Excess Available Income”),
the Trust Manager must apply any such excess and direct the Trustee to pay (or
direct the payment of) such amount on that Payment Date in the following order
of priority:


 


43

















 


(a)                                   firstly, pari passu and rateably:


 


(i)                                      as an allocation to the A$ Class A Principal, an amount equal to any
Principal Charge-Offs allocated to the Class A Notes on that Determination Date
in respect of Principal Charge-Offs for the immediately preceding Collection
Period; and


 


(ii)                                   as an allocation to the Redraw Principal, an amount equal to any
Principal Charge-Offs allocated to the Redraw Principal Outstanding on that
Determination Date in respect of Principal Charge-Offs for the immediately
preceding Collection Period;


 


(b)                                  second, pari passu and rateably:


 


(i)                                      as an allocation to the A$ Class A Principal, an amount equal to the
Carryover Principal Charge-Offs in respect of the Class A Notes; and


 


(ii)                                   as an allocation to the Redraw Principal, an amount equal to the
Carryover Principal Charge-Offs in respect of the Redraw Principal Outstanding;


 


(c)                                   third, as an allocation to the Class B Principal, an amount equal to
any Principal Charge-Offs allocated to the Class B Notes on that Determination
Date in respect of Principal Charge-Offs for the immediately preceding
Collection Period;


 


(d)                                  fourth, as an allocation to the Class B Principal, an amount equal
to any Carryover Principal Charge-Offs in respect of the Class B Notes;


 


(e)                                   fifth, all Principal Draws which have not been repaid as at that
Payment Date;


 


(f)                                     sixth, pari passu and rateably to the Basis Swap Provider and the
Fixed Rate Swap Provider of any outstanding termination amounts payable by the
Trustee in respect of the Basis Swap and the Fixed Rate Swap (as applicable);


 


(g)                                  seventh, to the Currency Swap Provider of any outstanding early
termination amounts payable by the Trustee in respect of the Currency Swap; and


 


(h)                                  eighth, as to any surplus, pari passu and rateably to each Residual
Income Unitholder by way of distribution of the income of the Trust.


 


The Trustee will only make a payment under
any of paragraphs (a) to (f) above inclusive to the extent that any Excess
Available Income remains from which to make the payment after amounts with
priority to that amount have been paid and distributed.


 


14.11                  Principal
Collections


 


On each Determination Date, the Principal
Collections for a Collection Period are an amount equal to:


 


44

















 


(a)                                   the aggregate of:


 


(i)                                      the Collections for the immediately preceding Collection Period;


 


(ii)                                   any amount to be drawn under the Redraw Facility Agreement on the
Payment Date immediately following that Determination Date in accordance with
clause 14.12 (“Redraw Shortfall”);


 


(iii)                                any Principal Draws which are to be repaid under clause 14.10(e) (“Excess Available Income”); and


 


(iv)                               in respect of the first Determination Date only, any amount received
by the Trustee upon the initial issue of Notes in excess of the Purchase Price
of Purchased Receivables; less


 


(b)                                  the aggregate of:


 


(i)                                      the Finance Charge Collections received by the Trustee during that
Collection Period; and


 


(ii)                                   the Mortgage Insurance Interest Proceeds received by the Trustee
during that Collection Period in respect of a Purchased Receivable.


 


14.12                  Redraw
Shortfall


 


If the Trust Manager determines on any
Determination Date that there is a Redraw Shortfall, the Trust Manager must
direct the Trustee in writing to request from the Redraw Facility Provider, in
accordance with the Redraw Facility Agreement, a Redraw Drawing under the
Redraw Facility Agreement on the immediately following Payment Date in an
amount equal to the lesser of:


 


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


 


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


 


The Trustee must, if so directed by the
Trust Manager and subject to the terms of the Redraw Facility Agreement, make
that Redraw Drawing and have the proceeds deposited or transferred into the Collection
Account on the relevant Payment Date.


 


14.13                  Principal Distributions


 


On each Payment Date and based on the
calculations, instructions and directions provided to it by the Trust Manager,
the Trustee must distribute out of Principal Collections (as calculated on the
Determination Date immediately preceding that Payment Date), the following
amounts in the following order of priority:


 


(a)                                   first, to repay or reimburse any Redraws provided to Debtors by the
Seller (up to and including the last day of the immediately preceding


 


45

















 


Collection
Period) in relation to the Purchased Receivables to the extent that they have
not previously been repaid or reimbursed;


 


(b)                                  second, an amount equal to the Redraw Principal Outstanding (as
calculated on the Determination Date immediately preceding that Payment Date
but excluding any Redraw Drawings to be made on that Payment Date) will be
allocated to the Redraw Principal to be applied in accordance with clause 14.14(b)
(“Payments of Principal on the Notes and to
the Redraw Facility Provider”) on that Payment Date;


 


(c)                                   third, as a Principal Draw (if required) under clause 14.5 (“Principal Draw”) on that Payment Date;


 


(d)                                  fourth, to be distributed to the A$ Class A Principal to be applied
in accordance with clause 14.14(a) (“Payments
of Principal on the Notes and to the Redraw Facility Provider”) on
that Payment Date;


 


(e)                                   fifth, to be distributed to the Class B Principal to be applied in
accordance with clause 14.14(c) (“Payments
of Principal on the Notes and to the Redraw Facility Provider”) on
that Payment Date; and


 


(f)                                     sixth, as to any surplus (if any), to the Residual Capital
Unitholder.


 


The Trustee will only make a payment under
any of paragraphs (a) to (f) inclusive to the extent that any Principal
Collections remain from which to make the payment after amounts with priority
to that amount have been paid and distributed.


 


14.14                  Payments of Principal on the
Notes and to the Redraw Facility Provider


 


On each Payment Date prior to the
occurrence of an Event of Default, the Trustee must, in accordance with the
directions given by the Trust Manager and subject to the payment priority
provided for in clause 14.13 (“Principal
Distributions”), pay:


 


(a)                                   (A$ Class A Principal) the A$ Class A Principal payable for
that Payment Date to the Currency Swap Provider in accordance with Condition
7.2(a) of the Class A Note Conditions and the terms of the Currency Swap and
comply with Condition 7.2 of the Class A Note Conditions;


 


(b)                                  (Redraw Principal) the Redraw Principal payable for that
Payment Date to the Redraw Facility Provider towards the Redraw Principal
Outstanding (as calculated on the Determination Date immediately preceding that
Payment Date but excluding any Redraw Principal to be paid to the Redraw
Facility Provider under this clause 14.14(b) (“Payments
of Principal on the Notes and to the Redraw Facility Provider”) on
that Payment Date); and


 


(c)                                   (Class B Principal) the Class B Principal payable for that
Payment Date, pari passu and rateably amongst the Class B Notes until the
Aggregate Stated Amount of the Class B Notes (as calculated on the
Determination Date immediately preceding that Payment Date but


 


46

















 


without double
counting amounts to be paid under this clause 14.14(c) (“Payments of Principal on the Notes and to the Redraw
Facility Provider”) on that Payment Date) is reduced to zero.


 


14.14A         Principal
Charge-Offs


 


If, on any Determination Date, the Trust
Manager determines that there are Principal Charge-Offs in respect of the
immediately preceding Collection Period, the Trust Manager must, on that
Determination Date, allocate such Principal Charge-Offs in the following order:


 


(a)                                   first, to reduce the Stated Amount of the Class B Notes until the
Stated Amount (without double counting) of the Class B Notes is reduced to zero
(as at that Determination Date); and


 


(b)                                  second, pari passu and rateably to reduce:


 


(i)                                      rateably the Stated Amounts of the Class A Notes until the Stated
Amount (without double counting) of the Class A Notes is reduced to zero
(as at that Determination Date); and


 


(ii)                                   the Redraw Principal Outstanding until the Redraw Principal
Outstanding (without double counting) is reduced to zero (as at that
Determination Date).


 


14.15                  Carryover Principal Charge-Offs


 


If, on any Determination Date, the
Principal Charge-Offs for the immediately preceding Collection Period exceed
the amount of the Excess Available Income available for allocation to Principal
Charge-Offs under clause 14.10(a) (“Excess
Available Income”) on that Determination Date, the Trust Manager
must, on and with effect from the next Payment Date:


 


(a)                                   first, (without double counting any Principal Charge-Offs) reduce
the Aggregate Stated Amount of the Class B Notes by the amount of that excess
until the Aggregate Stated Amount of the Class B Notes (as at that
Determination Date) is reduced to zero; and


 


(b)                                  second, (without double counting any Principal Charge-Offs) pari
passu and rateably (based on the Aggregate Stated Amounts of the relevant Notes
and the Redraw Principal Outstanding as at that Determination Date) reduce:


 


(i)                                      the Aggregate Stated Amount of the Class A Notes by the amount of
that excess until the Aggregate Stated Amount of the Class A Notes (as at
that Determination Date) is reduced to zero; and


 


(ii)                                   the Redraw Principal Outstanding by the amount of that excess until
the Redraw Principal Outstanding (as at that Determination Date) is reduced to
zero,


 


(each a “Carryover
Principal Charge-Off”).


 


47

















 


14.16                  Increases


 


To the extent that on any Determination
Date amounts are available for allocation under clauses 14.10(b) (“Excess Available Income”) and (d), then an
amount equal to these amounts shall be applied on the next Payment Date to
increase respectively:


 


(a)                                   first, pari passu and rateably (based on the Aggregate Stated
Amounts of the relevant Notes and the Redraw Principal Outstanding as at the
immediately preceding Determination Date), the Aggregate Stated Amount of the
Class A Notes, until it reaches the Total Invested Amount of the Class A Notes
(as at that Determination Date) and the Redraw Principal until it reaches the
Redraw Principal Outstanding (as at that Determination Date); and


 


(b)                                  second, the Aggregate Stated Amount of the Class B Notes until it
reaches the Total Invested Amount of the Class B Notes (as at that
Determination Date).


 


14.17                  Early Repayment Costs and Early Repayment Benefits


 


On each Determination Date, the Trustee (or
the Trust Manager on its behalf) will calculate the aggregate of the Early
Repayment Costs in respect of the Purchased Receivables (if any) and the
aggregate of the Early Repayment Benefits (if any) each during the immediately
preceding Collection Period and notify each of the Servicer and the Fixed Rate
Swap Provider of such amounts.  On
behalf of the Trustee, the Trust Manager agrees to:


 


(a)                                   direct the Servicer to pay the aggregate amount of Early Repayment
Costs (if any), on the immediately following Payment Date, to the Fixed Rate
Swap Provider under the terms of the Fixed Rate Swap; and


 


(b)                                  direct the Fixed Rate Swap Provider to pay the aggregate amount of
Early Repayment Benefits (if any), on the immediately following Payment Date,
to the Servicer who, with such funds, agrees to meet the obligation to pay such
Early Repayment Benefits to the relevant Debtors.


 


14.18                  Application of proceeds following an Event of Default


 


Following the occurrence of an Event of
Default, the Security Trustee must apply all moneys received by it in respect
of the Secured Property in the following order:


 


(a)                                   first, to pay rateably amounts owing or payable under the Global
Master Security Trust Deed to indemnify the Security Trustee against all loss and
liability incurred by the Security Trustee or any Receiver in acting under the
Global Master Security Trust Deed, except the Receiver’s remuneration;


 


(b)                                  second, to pay rateably any fees and any liabilities, losses, costs,
claims, expenses, actions, damages, demands, charges, stamp duties and other
taxes due to the Trust Manager, the Trustee, the Servicer,


 


48

















 


the Custodian,
the Security Trustee, the Note Trustee or any Agent and the Receiver’s
remuneration;


 


(c)                                   third, to pay rateably other outgoings, expenses and liabilities
that the Receiver, the Trustee, the Trust Manager, the Security Trustee or the
Note Trustee have incurred in acting under the Master Trust Deed, this deed,
the Global Master Security Trust Deed, and, in the case of the Note Trustee,
under the Note Trust Deed;


 


(d)                                  fourth, to pay rateably any security interests over the Assets of
the Trust of which the Security Trustee is aware having priority to the Deed of
Charge in the order of their priority;


 


(e)                                   fifth, to pay rateably:


 


(i)                                      the Seller any unpaid Accrued Interest Adjustment;


 


(ii)                                   the Fixed Rate Swap Provider and the Basis Swap Provider amounts in
respect of collateral or prepayments owing under the Fixed Rate Swap or Basis
Swap; and


 


(iii)                                the Seller the then Seller Deposit (which has not previously been
utilised in accordance with clause 24.10(b) (“Withdrawals
from the account”)) together with all accrued, but unpaid, interest
on that amount determined in accordance with clause 24.7 (“Interest on Seller Deposit”);


 


(f)                                     sixth, to pay rateably:


 


(i)                                      the Class A Note Holders all other Secured Moneys owing in relation
to the Class A Notes.  For this purpose,
the Secured Moneys owing in respect of the Class A Notes will be calculated on
a principal component of their Stated Amount and will be converted from US$ to
Australian dollars at the A$ Exchange Rate or the applicable spot rate (if
there is no Currency Swap in place at that time).  This will be applied:


 


(A)                                first, rateably towards all unpaid interest on the Class A Notes;
and


 


(B)                                  second, rateably to reduce the Aggregate Stated Amount of the Class
A Notes;


 


(ii)                                   any other Secured Money owing to the Liquidity Facility Provider;


 


(iii)                                any Secured Moneys owing to the Redraw Facility Provider, provided
that for this purpose the Secured Moneys owing in respect of the Redraw
Facility Provider will be the Redraw Principal Outstanding;


 


(iv)                               to the Seller, any Redraws made to Debtors to the extent that they
have not been reimbursed;


 


49

















 


(v)                                  rateably all other Secured Moneys owing to the Currency Swap
Provider; and


 


(vi)                               rateably all other Secured Moneys owing to each Swap Provider (other
than the Currency Swap Provider);


 


(g)                                  seventh, to pay rateably to the Class A Note Holders and the Redraw
Facility Provider, all unreimbursed Principal Charge-Offs and Carryover
Principal Charge-Offs constituting remaining Secured Moneys owing in respect of
the Class A Notes and the Redraw Facility. 
For this purpose, the Secured Moneys in respect of the Class A Notes
will be converted from US$ to Australian dollars at the A$ Exchange Rate or the
applicable spot rate (if there is no Currency Swap in place at that time);


 


(h)                                  eighth, if there are still Secured Moneys owing in respect of the
Class A Notes, after the application of the preceding paragraphs, to pay the
remaining Secured Moneys owing in relation to the Class A Notes;


 


(i)                                      ninth, rateably to the Class B Note Holders, of all Secured Moneys
owing in relation to the Class B Notes, to be applied:


 


(A)                               first, rateably towards all unpaid interest on the Class B
Notes;


 


(B)                                 second, rateably to reduce the Aggregate Stated Amount of the
Class B Notes;


 


(j)                                      tenth, to pay rateably to each Secured Creditor any monetary
liabilities owing to that Secured Creditor under any Transaction Document and
not satisfied under the preceding paragraphs;


 


(k)                                   eleventh, to pay subsequent security interests over the Assets of
the Trust of which the Security Trustee is aware, in the order of their
priority; and


 


(l)                                      twelfth, to pay any surplus to the Trustee to be distributed in
accordance with the terms of the Master Trust Deed and this deed.  The surplus will not carry interest as
against the Security Trustee.


 


14.19                  Excluded
Amount


 


The proceeds of any collateral provided by
a Support Facility Provider will not be treated as Secured Property available
for distribution in accordance with clause 14.18 (“Application of proceeds following an Event of Default”).  Any such collateral shall (subject to the
operation of any netting provisions in the relevant Support Facility) be
returned to the relevant Support Facility Provider except to the extent that
the relevant Support Facility requires it to be applied to satisfy any
obligation owed to the Trustee by the relevant Support Facility Provider.


 


14.20                  Replacement Currency Swap


 


If the Trustee enters into a replacement
Currency Swap then, notwithstanding any other provisions of this deed, the
Issuer Trustee will, in accordance with


 


50

















 


the Currency Swap, apply any premium
received from the replacement currency swap provider in payment of any break
costs or termination payments payable by the Trustee in respect of the Currency
Swap being replaced.


 


15                                   Determinations by Trust Manager


 


15.1                         Determinations by Trust Manager


 


On each Determination Date, the Trust
Manager will (and where applicable, in respect of the Collection Period ending
immediately prior to that Determination Date) determine or otherwise ascertain:


 


(a)                                   the Finance Charge Collections;


 


(b)                                  the Other Income;


 


(c)                                   the Mortgage Insurance Interest Proceeds;


 


(d)                                  the Available Income;


 


(e)                                   the Total Available Income;


 


(f)                                     the Principal Draw, if any;


 


(g)                                  the Liquidity Draw, if any;


 


(h)                                  the Expenses of the Trust;


 


(i)                                      the Required Payments (and each amount comprising the Required
Payments);


 


(j)                                      the Excess Available Income;


 


(k)                                   the Principal Collections;


 


(l)                                      the Redraw Shortfall (if any);


 


(m)                                the Principal Charge-Offs (if any);


 


(n)                                  the Carryover Principal Charge-Offs (if any);


 


(o)                                  the Extraordinary Expenses, if any;


 


(p)                                  the Enforcement Expenses, if any; and


 


(q)                                  any other relevant determinations.


 


15.2                         Notifications


 


The Trust Manager must:


 


(a)                                   notify the Trustee of each of the amounts calculated by it in clause
15.1 (“Determinations by Trust Manager”);
and


 


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(b)                                  instruct the Trustee as to the payments to be made by the Trustee on
the relevant Payment Date in accordance with clause 14 (“Cashflow Allocation Methodology”).


 


15.3                         Determination


 


On or before midday on the day which is two
Business Days prior to each Payment Date, the Trust Manager must:


 


(a)                                   determine any net amounts required to be drawn under Support
Facilities on that Payment Date;


 


(b)                                  notify the Trustee of such determinations; and


 


(c)                                   direct the Trustee to make such drawings.


 


16                                   Trust
Manager, Trustee, Custodian and Servicer Fees


 


16.1                         Trust
Manager’s fee


 


For the purposes of clause 33.1 of the
Master Trust Deed, and in consideration of the Trust Manager performing its
function and duties in respect of the Trust, it will be paid a fee by the
Trustee from the Trust quarterly in arrears on each Payment Date equal to the
product of:


 


(a)                                   the aggregate Outstanding Balance of all Housing Loans comprising
part of the Purchased Receivables on the first day of the Quarter ending
immediately before that Payment Date;


 


(b)                                  0.0225% per annum or such other rate as is agreed by the Trust
Manager and the Trustee from time to time, notice of which must be sent by the
Trust Manager to each Designated Rating Agency; and


 


(c)                                   the number of days between the immediately preceding Payment Date
and the current Payment Date divided by 365 days,


 


provided that the fee payable to the Trust
Manager in respect of the first period shall be calculated with respect to the
number of days between the Closing Date and the first Payment Date.


 


The fee shall accrue from day to day.


 


16.2                         Trustee’s
fee


 


For the purposes of clause 33.2 of the
Master Trust Deed, and in consideration of the Trustee performing its functions
and duties in respect of the Trust it will receive a fee, in an amount and
calculated in such manner as may be agreed between the Trustee and the Trust
Manager from time to time provided there is no Adverse Rating Effect.


 


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16.3                         Custodian’s
fee


 


In consideration of the Custodian
performing its functions and duties in respect of the Trust it will receive a
fee by the Trustee from the Trust quarterly in arrears on each Payment Date
equal to the product of:


 


(a)                                   the aggregate Outstanding Balance of all Housing Loans comprising
part of the Purchased Receivables on the first day of the Quarter ending
immediately before that Payment Date;


 


(b)                                  0.015% per annum or such other rate as is agreed by the relevant
Custodian and the Trustee from time to time, notice of which must be sent by
the Trust Manager to each Designated Rating Agency; and


 


(c)                                   the number of days between the immediately preceding Payment Date
and the current Payment Date divided by 365 days,


 


provided that the fee payable to the
Custodian in respect of the first period shall be calculated with respect to
the number of days between the Closing Date and the first Payment Date.


 


The fee shall accrue from day to day.


 


16.4                         Servicer’s
fee


 


For the purposes of clause 5.1 of the
Master Servicer Deed, and in consideration of the Servicer performing its
functions and duties in respect of the Trust, it will be paid a fee by the
Trustee from the Trust payable quarterly in arrears on each Payment Date equal
to the product of:


 


(a)                                   the aggregate Outstanding Balance of all Housing Loans comprising
part of the Purchased Receivables on the first day of the Quarter ending
immediately before that Payment Date;


 


(b)                                  0.35% per annum or such other rate as is agreed by the Trust
Manager, the Trustee and the Servicer from time to time, notice of which must
be sent by the Trust Manager to each Designated Rating Agency; and


 


(c)                                   the number of days between the immediately preceding Payment Date
and the current Payment Date divided by 365 days,


 


provided that the fee payable to the
Servicer in respect of the first period shall be calculated with respect to the
number of days from (and including) the Closing Date and the first Payment Date
and based on the aggregate Outstanding Balance of all Housing Loans comprising
part of the Purchased Receivables as at the Closing Date.


 


That fee shall accrue from day to day.


 


16.5                         Fee and
GST


 


(a)                                   The fees payable to the Trustee, the Trust Manager, the Custodian
and the Servicer are inclusive of GST.


 


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(b)                                  Each supplier will provide the corresponding recipient with any
reasonable documentation required for GST purposes so as to enable the relevant
recipient to receive an input tax credit or tax refund for tax purposes.


 


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PART 4 - GENERAL


 


17                                   Notices


 


17.1                         Form


 


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


 


17.2                         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.


 


17.3                         When
effective


 


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


 


17.4                         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).


 


17.5                         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.


 


17.6                         Deemed
receipt - general


 


Despite clauses 17.4 (“Deemed receipt - postal”) and 17.5 (“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.


 


18                                   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.


 


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19                                   Damages


 


19.1                         Claim
for Damages


 


Where this deed provides for damages to be
payable by the Seller, the Servicer, the Custodian or the Trust Manager to the
Trustee:


 


(a)                                   (claim must be in writing) a written notice of a claim for
damages must be provided to the relevant party by the Trustee;


 


(b)                                  (claim must specify the amount of damages) such notice must
specify the amount of damages claimed and how such amount has been determined
by reference to the loss incurred as a result of the breach leading to the
claim for damages; and


 


(c)                                   (Trustee must act on instructions) the Trustee in preparing a
notice in accordance with clauses 19.1 (“Claim
for Damages”) (a) and (b) will act on the instructions of the Trust
Manager (in the case of a claim against the Seller, the Custodian or the
Servicer) or take expert advice, if necessary (in the case of a claim against
the Trust Manager).


 


19.2                         Allocation
of Damages


 


If damages or indemnities are payable to
the Trustee by the Servicer, the Seller, the Custodian or the Trust Manager for
breach of a representation, warranty or obligation under the Master Trust Deed,
this deed or another Transaction Document, the Trust Manager will determine
what portion of such amount is to be treated as Principal Collections and what
portion of such amount is to be treated as Finance Charge Collections.  On each Determination Date, the Trust
Manager must notify the Trustee of the damages (or the indemnities, as the case
may be) received (if any) in the Collection Period just ended and its
allocation between Principal Collections and Finance Charge Collections.


 


20                                   Miscellaneous


 


20.1                         Certificate


 


A certificate signed by the Trustee or its
solicitors about a matter or about a sum payable to the Trustee in connection
with this deed is sufficient evidence of the matter or sum stated in the
certificate unless the matter or sum is proved to be false.


 


20.2                         Exercise
of rights


 


The Trustee or an attorney appointed under
this deed 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 Trustee does not prevent a further exercise of that or
an exercise of any other right, power or remedy.  Failure by the Trustee to exercise or delay in exercising a
right, power or remedy does not prevent its exercise.  The Trustee is not liable for any loss caused by its exercise,


 


56

















 


attempted exercise, failure to exercise or
delay in exercising it except in the case of the Trustee, its gross negligence,
fraud or wilful default.


 


20.3                         Waiver
and variation


 


A provision of or a right created under
this deed may not be waived or varied except in writing signed by the party or
parties to be bound.


 


20.4                         Supervening legislation


 


Any present or future legislation which
operates to vary the obligations of the Trustee in connection with this deed
with the result that the Trustee’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.


 


20.5                         Approvals
and consent


 


The Trustee, the Trust Manager or an
attorney appointed under this deed may give conditionally or unconditionally or
withhold its approval or consent in its absolute discretion, unless this deed
expressly provides otherwise.


 


20.6                         Remedies
cumulative


 


The rights, powers and remedies provided in
this deed are cumulative with and not exclusive of the rights, powers or
remedies provided by law independently of this deed.


 


20.7                         Indemnities


 


Each indemnity in this deed is a continuing
obligation, separate and independent from the other obligations of the Trustee
and the Trust Manager and survives termination of this deed.  It is not necessary for the Trustee or the
Trust Manager to incur expense or make payment before enforcing a right of
indemnity conferred by this deed.


 


20.8                         Time
of the essence


 


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


 


20.9                         Receipts


 


The receipt of a Receiver, or an Authorised
Officer of the Trustee, releases the person paying money to the Receiver or the
Trustee in connection with this deed from:


 


(a)                                   liability for the money paid or expressed to be received; and


 


(b)                                  being concerned to see to its application or being answerable or
accountable for its loss or misapplication.


 


20.10                  Acknowledgment


 


The parties acknowledge and agree that the
Trustee and the Trust Manager in exercising their powers and discretions under
this deed, and in performing


 


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their obligations under this deed, must act
in accordance with their duties and obligations under the Transaction Documents
in respect of the Trust and may exercise such powers and discretions as
provided in the Transaction Documents in respect of the Trust and (without
limitation) in forming any opinion may obtain and act upon the advice of
persons who are not parties to the Transaction Documents in respect of the
Trust.


 


20.11                  Deed
of Charge


 


The parties acknowledge that they are bound
by the terms of the Master Trust Deed, the Deed of Charge in respect of the
Trust and this deed in respect of the Trust.


 


20.12                  Disclosure of information


 


Subject to this deed, the Trustee is not
required (unless ordered so to do by a court of competent jurisdiction) to
disclose to any Unitholder, Secured Creditor or any other person confidential,
financial or other information made available to the Trustee in connection with
this deed.


 


20.13                  Rights
cumulative


 


The rights, powers and remedies provided in
this deed are cumulative and not exclusive of the rights, powers or remedies
provided by law independently of this deed.


 


20.14                  Signatures


 


The Trustee and the Trust Manager may rely
on the validity of any signature on any transfer, form of application or other
instrument or document unless the Trustee or the Trust Manager (as the case may
be) has reasonable grounds to believe that the signature is not genuine.  Neither the Trustee nor the Trust Manager is
liable to make good out of its own funds any loss incurred by any person if a
signature is forged or otherwise fails to bind the person whose signature it
purports to be or on whose behalf it purports to be made.  Any such loss, subject to any right of
reimbursement from any other person (including the Trust Manager) is to be
borne by the relevant Trust in respect of which the loss is incurred.


 


20.15                  Assistance following Title Perfection Event


 


The parties agree that notwithstanding any
provision of the Master Trust Deed to the contrary, no action need be taken by
the Trustee as a result of a Perfection of Title Event if each Designated
Rating Agency confirms that a failure to perfect or protect the Trustee’s title
to the Purchased Receivables will not result in an Adverse Rating Effect.  To the extent requested by the Trustee, the
Trust Manager, the Servicer and the Seller agree to assist the Trustee in
taking any action necessary to obtain legal title to Purchased Receivables
after the occurrence of a Title Perfection Event including assistance relating
to the lodgment of transfers of Related Securities with the appropriate land
titles offices.


 


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21                                   Governing
law


 


21.1                         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.


 


21.2                         Submission to jurisdiction


 


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 17 (“Notices”).


 


22                                   Limited Recourse - Trustee


 


22.1                         Limitation on Trustee’s liability


 


The Trustee enters into this deed only in its
capacity as trustee of the Trust and in no other capacity.  A liability incurred by the Trustee arising
under or in connection with this deed or the Trust 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 deed (other
than clause 22.3 (“Breach of Trust”))
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 deed or the Trust.


 


22.2                         Claims
against Trustee


 


The parties other than the Trustee may not
sue the Trustee in any capacity other than 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)


 


22.3                         Breach
of Trust


 


The provisions of this clause 22 (“Limited Recourse - Trustee”) 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 deed 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.


 


22.4                         Acts
or omissions


 


It is acknowledged that the Relevant
Parties are responsible under this deed 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 or warranty under this deed) will be considered fraud, gross


 


59

















 


negligence or wilful default for the
purpose of clause 22.3 (“Breach of Trust”)
if and to the extent the act or omission was caused or contributed to by any
failure by any Relevant Party 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 any Relevant
Party or any other such person regardless of whether or not the act or omission
is purported to be done on behalf of the Trustee.


 


22.5                         No
obligation


 


No attorney, agent, receiver or receiver
and manager appointed in accordance with this deed 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 22.3 (“Breach
of Trust”).


 


22.6                         Action
limited


 


The Trustee is not obliged to do anything
or refrain from doing anything under or in connection with this deed (including
incur a liability) unless the Trustee’s liability is limited in the same manner
as set out in this clause.


 


23                                   Seller
Trust


 


23.1                         Constitution of Seller Trust


 


Subject to this clause 23 (“Seller Trust”), a Seller Trust is
constituted upon execution of this deed and the payment of $20 by the Seller to
the Trustee.  The Seller Trust Assets of
the Seller Trust vest in the Trustee and are held by the Trustee on the terms
of and subject to this deed.


 


23.2                         Declaration
of Trust


 


The Trustee declares that it will hold all
its right, title and interest in the Seller Trust Assets of the Seller Trust on
bare trust for the Seller.


 


23.3                         Allocation


 


With respect to:


 


(a)                                   the Trust, the Trustee will hold all of its right, title and
interest in so much of any Receivable, Title Documents and Monetary Rights for
each Purchased Receivable from time to time assigned to the Trustee (including,
without limitation, the proceeds of enforcement of that Purchased Receivable)
as is necessary to enable the full and final repayment of all amounts owing by
the Debtor in respect of the Purchased Receivable, on trust for the Trust; and


 


(b)                                  the Seller Trust, the Trustee will hold each Other Secured Liability
and the balance (if any) of any Receivables, Title Documents and Monetary
Rights on trust for the Seller Trust.


 


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23.4                         Entitlement


 


The beneficial interest in the Seller Trust
Assets relating to the Seller Trust vests absolutely in the Seller.


 


23.5                         Dealing
with assets


 


Subject to the terms of this deed:


 


(a)                                   the Seller is entitled to deal with the Seller Trust Assets in its
absolute discretion;


 


(b)                                  the Trustee must not deal with the Seller Trust Assets of the Seller
Trust other than in accordance with the directions given to it by the Seller
from time to time; and


 


(c)                                   the Trustee must act in accordance with any direction given to it by
the Seller in respect of the Seller Trust Assets,


 


except if the Trustee considers that it
would be illegal for the Trustee to do so, would constitute a breach of any
document, agreement or law or would result in the Trustee’s exposure to a risk
of personal liability where the Trustee is not satisfied, in its absolute
discretion, that the Seller will be able to indemnify or reimburse the Trustee
in accordance with clause 23.11 (“Indemnity”).


 


23.6                         Treatment of Shared Collateral


 


Where:


 


(a)                                   a Purchased Receivable forms part of the Trust;


 


(b)                                  an Other Secured Liability forms part of the Seller Trust; and


 


(c)                                   the Mortgage which secures the Receivable also, in accordance with
the terms of this deed, secures the Other Secured Liability,


 


then all moneys received by the Seller, the
Servicer, the Trust Manager, or the Trustee or any receiver, receiver and
manager or attorney under or in relation to a Purchased Receivable or any Other
Secured Liability as a result of the enforcement of a Purchased Receivable
shall be applied in accordance with the directions of the Trust Manager and in
the following order of priority:


 


(d)                                  first, to meet all costs, charges and expenses of the Trustee or the
relevant mortgagee or any receiver, receiver and manager or attorney incurred
in the enforcement of the Purchased Receivable;


 


(e)                                   second, in satisfaction of amounts owing under the Purchased
Receivable, to be held on the terms of the Trust; and


 


(f)                                     third, as to any excess, in satisfaction of the Other Secured
Liability.


 


For the avoidance of doubt, the Seller
acknowledges that:


 


(i)                                      it may not take any action that would restrict or prevent the
transfer of, and its consent will not be required to transfer,


 


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Receivables
between trusts, or from the Trust to any other person, in accordance with this
deed and the Master Trust Deed or any other action which the Trustee may take
in respect of the Receivables in accordance with this deed and the Master Trust
Deed (provided that the other trust, or the other person, to whom the
Receivables are transferred is made aware of the existence of the interests of
the Seller in the Receivables);


 


(ii)                                   it will not, and has no right to, take any action which may affect
or restrict the ability of the Trustee or the Security Trustee (or any
receiver, receiver and manager or attorney appointed by any of them) to take
any enforcement action in respect of a Receivable.  The Seller will not demand, nor will it receive (or be entitled
to receive) any payment in respect of an interest in the Receivable until all
payments referred to in clauses 23.6(d) (“Treatment
of Shared Collateral”) and (e) have been paid in full; and


 


(iii)                                it may not direct the Trustee to take any action with respect to a
Seller Trust Asset that may prejudice the interests of Unitholders and/or
Secured Creditors.


 


23.7                         Proceeds


 


Subject to clause 23.6 (“Treatment of Shared Collateral”), the
Seller may retain any proceeds received by it from the Seller Trust Assets of
the Seller Trust.


 


23.8                         Payment


 


Subject to clause 23.6 (“Treatment of Shared Collateral”), the
Trustee must immediately pay to or at the direction of the Seller any proceeds
the Trustee receives in respect of the Seller Trust Assets of the Seller
Trust.  Any such payment constitutes a
good discharge of the Trustee.


 


23.9                         Claw-Back


 


The Seller must immediately pay to or at
the direction of the Trustee any payments made erroneously by the Trustee to
the Seller under clause 23.8 (“Payment”).


 


23.10                  Duties


 


(a)                                   The Trustee owes no fiduciary or other duties to the Seller in
respect of the Seller Trust Assets of the Seller Trust other than as set out in
this clause.  The Trustee is not, in any
event, liable to the Seller for any loss to the Seller Trust Assets of a Seller
Trust as a result of acting on the directions of the Seller or for not acting
as a result of the Seller failing to give a direction to the Trustee.  The only recourse of the Seller against the
Trustee in respect of the Seller Trust will be for any loss suffered by the
Seller to the extent of the Trustee’s fraud, gross negligence or wilful
default.


 


62

















 


(b)                                  The Trustee has no liability to the Unitholders of the Trust or to
the Secured Creditors of the Trust for acting on the directions of the Seller
(or for not acting, where the Seller fails to give a direction to the Trustee)
in respect of the Seller Trust Assets that are referable to the Trust.


 


23.11                  Indemnity


 


Without limiting any other indemnity to
which the Trustee is entitled, and subject to clause 23.12 (“Exceptions to Indemnity”), the Seller
indemnifies the Trustee against any cost, expense, loss or liability incurred
by the Trustee as a result of any dealing with the Seller Trust Assets by the
Seller, the Trustee complying with directions given to it by the Seller in
respect of any Seller Trust Assets or as a result of not acting if the Seller
gives it no direction.  The Seller must
pay or reimburse the Trustee on demand for all expenses payable in connection
with this indemnity.  The provisions of
clauses 24.4 (“Delegation/Agency”),
24.8 (“Act on expert advice”) and
24.10 (“Limitation of liability of Trustee
and Trust Manager”) to 24.23 (“No
supervision”) (inclusive) of the Master Trust Deed apply to the
Seller Trust as if it were a “Trust” as defined in the Master Trust Deed.


 


23.12                  Exclusion


 


The indemnity given by the Seller in clause
23.11 (“Indemnity”) will not
apply to the extent that the relevant cost, expense, loss or liability arises
as a result of the Trustee’s fraud, gross negligence or wilful default.


 


23.13                  Termination


 


Subject to this deed, the Seller Trust
terminates when the Trustee ceases to have any right to or interest in, the
Seller Trust Assets of the Seller Trust.


 


23.14                  Transfer


 


If:


 


(a)                                   any Purchased Receivables are transferred from the Trust to another
trust in accordance with this deed or the Master Trust Deed; and


 


(b)                                  a Seller Trust exists in respect of any such Receivables,


 


then, subject to this deed, the Seller
Trust in respect of the relevant Receivables will cease to exist in respect of
the Trust from which those Receivables are transferred and the Seller Trust
established under this deed to which those Receivables are transferred will
from that time apply to those Receivables. 
The consent or approval of the Seller is not required in respect of such
a transfer.


 


23.15                  Other
liabilities


 


The Seller may provide additional or
further financial accommodation to a Debtor which is secured by a Shared
Security (other than any such financial accommodation provided in respect of a
Purchased Receivable) which has been assigned to the Trust after that
assignment has taken place.


 


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23.16                  Shared
Securities


 


(a)                                   The Trustee must not, and the Trust Manager must not direct the
Trustee to, sell, transfer or grant any Security Interest over any Shared
Security which is held by it partly as trustee for the Trust and partly by it
as trustee for the Seller Trust without notifying the relevant transferee or
holder of the Security Interest of the existence of the interest of the Seller
as beneficiary of the Seller Trust in that Shared Security.


 


(b)                                  The Seller (as beneficiary of the Seller Trust) has the power, in the
case of a Shared Security over Land, to lodge a caveat over any Shared Security
where the Trustee has, in breach of clause 23.16(a) (“Shared Securities”) sold, transferred or
granted any Security Interest or the Seller reasonably believes that the Trustee
will sell, transfer or grant any Security Interest.


 


24                                   Seller
Provisions


 


24.1                         Seller
Advances


 


If the Seller makes a further advance to a
Debtor of a Purchased Receivable (which is not a Redraw) and:


 


(a)                                   (Separate account and trusts) 
the Seller opens a separate account in its records in relation to the
advance, the advance is considered for the purposes of this deed to be an Other
Secured Liability and upon creation, the Trustee will automatically hold the
benefit of its right, title and interest in such Other Secured Liability in
accordance with clause 23 (“Seller Trust”)
of this deed;


 


(b)                                  (Advance leads to Scheduled Balance being exceeded)  the Seller records the further
advance as a debit to the account of that Debtor in its records and the advance
leads to the Scheduled Balance in respect of that Purchased Receivable being
exceeded by more than one scheduled monthly instalment, that Purchased
Receivable is treated as having been repaid in full by the payment, as soon as
practicable and within the Collection Period in which the further advance was
made, by the Seller to the Trustee of the sum necessary to repay that Purchased
Receivable and to the extent the Trustee retains any interest in such
Receivable, the Trustee will automatically hold the interest in such Receivable
in accordance with clause 23 (“Seller Trust”)
of this deed.  Such payment from the
Seller must equal the Unpaid Balance owing in respect of that Purchased
Receivable before the advance was made and must be paid by the Seller to the Trustee
and upon receipt included in Collections; or


 


(c)                                   (Advance does not lead to Schedule Balance being exceeded)  the Seller records the advance as a debit to
the account of that Debtor in its records and the advance does not lead to the
Scheduled Balance in respect of that Purchased Receivable being exceeded by
more than one scheduled monthly instalment, the advance is treated as an
advance made pursuant to the terms of the relevant Purchased Receivable and as
a Redraw and is to be reimbursed from Principal


 


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Collections in
accordance with clause 14.13(a) (“Principal
Distributions”).


 


24.2                         Restrictions on Seller Advances


 


The Seller shall not:


 


(a)                                   make an advance pursuant to clause 24.1(b) (“Seller Advances”) in relation to a
Purchased Receivable which is a Defaulted Housing Loan;


 


(b)                                  make an advance pursuant to clause 24.1(c) (“Seller Advances”) if the then aggregate
of:


 


(i)                                      all further advances made under clause 24.1(c) (“Seller Advances”) not repaid (calculated
on the basis that, for this purpose only, any payments on account of principal
in respect of a Purchased Receivable first reduce the amount of the further
advances made under clause 24.1(c) (“Seller
Advances”) in relation to that Purchased Receivable); and


 


(ii)                                   the then Redraw Principal Outstanding,


 


exceed, or will as a result of the further
advances exceed, the then Redraw Limit.


 


24.3                         Non
compliance


 


If the Seller makes an advance to a Debtor
which results in a breach of its obligations under clause 24.2 (“Restrictions on Seller Advances”), then:


 


(a)                                   that further advance will, for all purposes, be treated as if
properly made in accordance with clause 24.1(c) (“Seller Advances”); and


 


(b)                                  the Seller must indemnify the Trustee against any costs, damages or
loss it suffers as a result of such a breach (except to the extent to which
such costs, damages or loss is recoverable by the Trustee pursuant to a
Mortgage Insurance Policy).


 


24.4                         Set-Off


 


If the Seller exercises a right of set-off
or combination in respect of any Receivable, or if any right of set-off is
exercised against the Seller in respect of any Receivable, the Seller must pay
to the Trustee, subject to any laws relating to preferences (or the
equivalent), the amount of, respectively, any benefit accruing to the Seller as
a result of the exercise of its right of set-off or combination or the amount
of any right of set-off exercised against the Seller.


 


24.5                         Seller
Downgrade


 


If at any time the Seller has a short term
deposit credit rating assigned by Moody’s which is lower than P-1 (or such
other rating as is agreed between the Trust Manager, the Trustee, the Seller
and Moody’s) or has a short term deposit credit rating assigned by S&P
which is lower than A-1 (or such other


 


65

















 


rating as is agreed between the Trust
Manager, the Trustee, the Seller and S&P) or has a short term deposit
credit rating assigned by Fitch of lower than F1 (or such other rating as is
agreed between the Trust Manager, the Trustee, the Seller and Fitch) then
(whether or not clause 24.8 (“Seller Upgrade”)
has previously applied) the Seller must:


 


(a)                                   (make a Seller Deposit): as a prepayment of its obligations
pursuant to clause 24.4 (“Set-Off”),
pay to the Trustee the amount of any set-off that may thereafter be exercised
against the Seller, deposit or maintain in an account (“Set-Off Account”) with an
Eligible Bank (which may be the Collection Account while the holder of the
Collection Account is rated in this manner) on each Payment Date thereafter
(after giving effect to the payments to be made on that Payment Date) an amount
which is the greater of the following (“Seller Deposit”):


 


(i)                                      in the case of a lower rating by S&P, the amount from time to
time agreed with S&P or, failing agreement, the amount from time to time
specified by S&P, which is sufficient in either case (as applicable) so as
to not result in an Adverse Rating Effect in respect of S&P; or


 


(ii)                                   in the case of a lower rating by Moody’s or Fitch (as applicable),
unless otherwise agreed by Moody’s or Fitch (as the case may be), an amount
equal to 125% of the aggregate of the amounts then standing to the credit of
the deposit accounts held by Debtors with Housing Loans that comprise part of
the Purchased Receivables that do not have a Waiver of Set-Off as at the
preceding Payment Date; or


 


(b)                                  (Other arrangements): implement such other arrangements as are
from time to time agreed between the Seller and S&P (in the case of a lower
rating by S&P), Moody’s (in the case of a lower rating by Moody’s) or Fitch
(in the case of a lower rating by Fitch) (and notified by the Seller to the
Trustee and the Trust Manager) so as to ensure that an Adverse Rating Effect
does not result in respect of either S&P, Moody’s or Fitch (as the case may
be) if such other arrangements cannot be so agreed with S&P, Moody’s or
Fitch (as the case may be), the Seller must comply with clause 24.5(a) (“Seller Downgrade”) in relation to S&P,
Moody’s or Fitch (as the case may be),


 


provided that the Seller will not have any
obligation pursuant to this clause 24.5 (“Seller
Downgrade”) if all Housing Loans which are part of the Purchased
Receivables which are Assets of the Trust have a Waiver of Set-Off.


 


24.6                         Reduction or increase of Seller Deposit


 


If on a Payment Date to which clause 24.5
(“Seller Downgrade”) applies:


 


(a)                                   (Reduction): the required amount of the Seller Deposit pursuant
to clause 24.5(a) (“Seller Downgrade”)
is less than the existing amount of the Seller Deposit, the Trust Manager will
direct the Trustee to


 


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repay (and
upon receipt of such direction the Trustee will repay on that Payment Date) to
the Seller from the Set-Off Account the difference between the required amount
of the Seller Deposit on that Payment Date and the existing amount of the
Seller Deposit; and


 


(b)                                  (Increase): the required amount of the Seller Deposit pursuant
to clause 24.5(a) (“Seller Downgrade”)
is greater than the existing amount of the Seller Deposit, the Seller will
deposit in the Set-Off Account on that Payment Date the difference between the
required amount of the Seller Deposit on that Payment Date and the existing
amount of the Seller Deposit.


 


24.7                         Interest on Seller Deposit


 


On each Determination Date, the Trust
Manager will determine the amount (if any) that has been received in the
Collection Period just ended in respect of interest that has been earned on the
Set-Off Account and which is attributable to the Seller Deposit (if any) deposited
in the Set-Off Account and will instruct the Trustee to pay such interest to
the Seller on the next Payment Date.


 


24.8                         Seller
Upgrade


 


If, following the application of clause
24.5(a) (“Seller Downgrade”), the
Seller is assigned (by the relevant Designated Rating Agency or Designated
Rating Agencies responsible for triggering the application of the clause) a
short term deposit credit rating by Moody’s of at least P-1 (or such other
rating as is agreed between the Trust Manager, the Trustee, the Seller and
Moody’s), a short term deposit credit rating by S&P of at least A-1 (or
such other rating as is agreed between the Trust Manager, the Trustee, the
Seller and S&P) or a short term deposit credit rating by Fitch of F1 (or
such other rating as is agreed between the Trust Manager, the Trustee, the
Seller and Fitch), or if alternative arrangements referred to in clause 24.5(b)
(“Seller Downgrade”) are agreed
(with the relevant Designated Rating Agency or Designated Rating Agencies
referred to therein) which do not require the maintenance of a Seller Deposit,
the Trust Manager will direct the Trustee to repay (and within 2 Business Days
of receipt of such direction of the Trustee will repay) to the Seller from the
Set-Off Account the then Seller Deposit (which has not previously been utilised
in accordance with clause 24.10(b) (“Withdrawals
from the account”)) together with all accrued, but unpaid, interest
on that amount determined in accordance with clause 24.7 (“Interest on Seller Deposit”).


 


24.9                         Termination of Trust or Amendments to Receivables


 


On the earlier of:


 


(a)                                   the date upon which all Housing Loans that comprise part of the
Purchased Receivables which are Assets of the Trust have a Waiver of Set-Off;


 


(b)                                  the Termination Date; and


 


(c)                                   the Payment Date immediately following the occurrence of a Title
Perfection Event,


 


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the Trust Manager will direct the Trustee
to repay (and upon receipt of such direction the Trustee will repay) to the
Seller from the Set-Off Account the then Seller Deposit (which has not
previously been utilised in accordance with clause 24.10(b) (“Withdrawals from the account”)) together
with all accrued, but unpaid, interest on that amount determined in accordance
with clause 24.7 (“Interest on Seller
Deposit”).


 


24.10                  Withdrawals from the account


 


The Trust Manager may only direct the
Trustee to, and the Trustee may only, make withdrawals from the Seller Deposit
in the Set-Off Account as follows:


 


(a)                                   (Repay Seller Deposit) to repay to the Seller the Seller
Deposit pursuant to clauses 24.6(a) (“Reduction
or increase of Seller Deposit”), 24.8 (“Seller Upgrade”) and 24.9 (“Termination
of Trust or Amendments to Receivables”); or


 


(b)                                  (meet Seller obligations) to meet any obligation of the Seller
(in that capacity) to make any payment to the Trustee pursuant to clause 24.4
(“Set-Off”) in relation to the
amount of any right of set-off exercised against the Seller referred to
therein, provided that the Seller has failed to make such payment within 20
Business Days of receipt by the Seller of notice from the Trustee or the Trust
Manager that such payment is due and unpaid.


 


25                                   Tax
Reform


 


25.1                         Acknowledgement


 


The parties acknowledge that:


 


(a)                                   the Commonwealth Government has announced its intention to take
steps to avoid tax abusive trusts which may include taxing some trusts as
companies;


 


(b)                                  under the New Business Tax System (Consolidation) Act (No. 1) 2002,
if the Trust becomes a member of a consolidated group of companies and trusts
for tax purposes (“Consolidated Group”),
the Trustee could be liable for all, or a share, of a
tax-related liability of the head company of that consolidated group (“Group Tax Liability”) if:


 


(i)                                      the head company of the
consolidated tax group does not pay that Group Tax Liability by the time it
becomes due and payable; and


 


(ii)                                   that Group Tax Liability is not covered by a tax sharing agreement
which complies with the requirements set out in any regulations, and is in
accordance with any guidelines published by the Commissioner of Taxation
concerning what is a reasonable allocation of group tax liabilities of a
consolidated tax group among certain members of that group, or is otherwise
accepted by the Commissioner of Taxation as


 


68

















 


being such a
reasonable allocation (“Tax
Sharing Agreement”);


 


(c)                                   it is in the interest of all parties, including the Trustee, any
other Secured Creditors and any Unitholder, that:


 


(i)                                      the Trustee of the Trust always be in a position to pay any tax
liability when due; and


 


(ii)                                   the payment of tax by the Trustee must not affect the amounts
payable under this deed or any other Transaction Document or the timing of such
payments.


 


25.2                         Trustee as a member of a Consolidated Group


 


The Trust Manager must promptly advise the
Trustee if the Trust becomes a member of a Consolidated Group and if the Trust
Manager considers the Trustee would, but for the actions taken at either
paragraphs (a) or (b) below, be liable for any Group Tax Liability:


 


(a)                                   the Trust Manager shall procure that the head company of such
Consolidated Group will ensure that the Group Tax Liabilities of the
Consolidated Group are covered by a Tax Sharing Agreement which provides for an
allocation of the Consolidated Group’s tax liabilities to the Trust that is
acceptable to the Trustee acting reasonably in the circumstances (and the
Trustee acknowledges that a nil allocation of the Consolidated Group’s tax
liabilities will be acceptable to it) and shall provide evidence of such a Tax
Sharing Agreement being in place:


 


(i)                                      at the time the Trust becomes a member of the Consolidated Group;
and


 


(ii)                                   on each occasion that there is any alteration, amendment or
replacement of a Tax Sharing Agreement covering the tax liabilities of the
Consolidated Group;


 


(b)                                  if the head company of that Consolidated Group does not at the time
the Trust becomes a member of the Consolidated Group, or at any subsequent
time, provide evidence to the satisfaction of the Trustee (which may rely upon
the advice of tax lawyers, among others) that the Group Tax liabilities of the
Consolidated Group are covered by a Tax Sharing Agreement, that apportions
those tax liabilities to the Trustee on a basis acceptable to the Trustee (and
the Trustee acknowledges that a nil allocation of the group tax liabilities
will be acceptable to it) then the Trust Manager shall, as soon as is
practicable, take steps to ensure that the Trust ceases to be a member of that
Consolidated Group, which may include issuing (or directing the Trustee to
issue) additional Units in the Trust to an entity which is not a member of the
Consolidated Group;


 


(c)                                   in respect of any period that the Trust is a member of the
Consolidated Group either as contemplated in paragraph (a) above or prior to any
deconsolidation contemplated in paragraph (b) above, the


 


69

















 


Trust Manager
shall promptly consult with the Trustee to determine what changes, if any, are
necessary to the Cashflow Allocation Methodology (which may not include changes
to the amounts of any fees payable by the Trustee without the consent of the
relevant recipient and confirmation from the Designated Rating Agency that any
such change will not have an Adverse Rating Effect) in the relevant amending
deed and/or the Transaction Documents to achieve the objective referred to in
clause 25.1(c) (“Acknowledgement)”  (the “Objective”) and:


 


(i)                                      the Trust Manager shall, as soon as practicable, provide a written
recommendation to the Trustee and a draft amending deed (“Consolidations  Amending Deed”) that if
executed will achieve the Objective; and


 


(ii)                                   upon the Trustee being notified that the draft Consolidations
Amending Deed will achieve the Objective (and in this regard the Trustee may
rely (amongst others) upon the advice of tax lawyers) the Trustee and the Trust
Manager shall execute the Consolidations Amending Deed and, subject to the
terms of the tax advice, the Trust Manager must direct the Trustee to apply the
balance of the Tax Account to the extent not required to be applied in paying
any Tax as Available Income on the next Determination Date;


 


(d)                                  without limiting the operations of paragraphs (b) and (c), in
respect of any period during which the Trust is a member of a Consolidated
Group, the Trust Manager must:


 


(i)                                      direct the
Trustee in writing to
open the Tax Account; and


 


(ii)                                   on each Payment Date direct the Trustee in writing to set aside into
the Tax Account any amounts of Tax which the Trustee is required to pay, as
determined by the Trust Manager, from Total Available Income in accordance with
clause 14.8 (“Required Payments (interest
waterfall)”).  The Trust
Manager must direct the Trustee to apply the funds in the Tax Account in paying
any Tax when due and payable by the Trustee in respect of the Trust;


 


(e)                                   the Trustee is entitled to be indemnified out of the Assets of the
Trust for any liability it incurs if the Commissioner of Taxation determines
that, despite the measures adopted in paragraph (b) above, the Trustee has a
liability to any part of the Group Tax Liabilities of the Consolidated Group
that are not able to be satisfied from the Tax Account.


 


25.3                         Tax
liabilities


 


If and when draft legislation (other than
draft legislation dealing with the Consolidation Group rules) is introduced
into Federal Parliament, and the result of that draft legislation if it becomes
law will be that the Trustee will become liable to pay tax on the net income of
the Trust, or any part of it, then:


 


70

















 


(a)                                   the Trust Manager shall promptly consult with the Trustee to
determine what changes, if any, are necessary to the Cashflow Allocation
Methodology (which may not include changes to the amounts of any fees payable
by the Trustee without the consent of the relevant recipient and confirmation
from each Designated Rating Agency that any such change will not have an
Adverse Rating Effect) in the relevant amending deed and/or the Transaction
Documents to achieve the Objective;


 


(b)                                  without limiting the operations of paragraphs (a) and (c) of this
clause, the Trust Manager must:


 


(i)                                      direct the
Trustee in writing to
open the Tax Account; and


 


(ii)                                   on each Payment Date direct the Trustee in writing to set aside into
the Tax Account the required amounts of Tax that are payable, as determined by
the Trust Manager, from Total Available Income in accordance with clause 14.8
(“Required payments (interest waterfall)”).  The Trust Manager must direct the Trustee to
apply the funds in the Tax Account in paying any Tax when due and payable by
the Trustee in respect of the Trust;


 


(c)                                   within one month of the draft legislation being introduced into
parliament (or such longer time as the Trustee permits) the Trust Manager shall
provide a written recommendation to the Trustee and a draft amending deed (“Trusts Amending Deed”) that if executed will
achieve the Objective; and


 


(d)                                  upon the Trustee being notified that the draft Trusts Amending Deed
will achieve the Objective (and in this regard the Trustee may rely (amongst
others) upon the advice of tax lawyers) the Trustee and the Trust Manager shall
execute the Trusts Amending Deed and, subject to the terms of the tax advice,
the Trust Manager must direct the Trustee to apply the balance of the Tax
Account to the extent not required to be applied in paying any Tax as Available
Income on the next Determination Date.


 


25.4                         No
further obligations


 


Provided that the Trustee receives written
advice from an experienced and reputable tax lawyer or tax accountant to the
effect that if the Cashflow Allocation Methodology, as amended by the
Consolidations Amending Deed or the Trusts Amending Deed, is followed the
Objective will be met:


 


(a)                                   the Trustee shall not be obliged to obtain the consent of any
Secured Creditor or any Unitholder to the relevant Amending Deed except in the
case of a recipient of a fee if any change is proposed to the fee payable to
that party, and


 


(b)                                  subject to its terms, the Consolidations Amending Deed or Trusts
Amending Deed shall be effective when executed, and may:


 


71

















 


(i)                                      permit the
Trustee to accumulate a reserve out of moneys that
would otherwise be payable to the Unitholders; and/or


 


(ii)                                   provide for Tax to be paid out of moneys that would otherwise have
been payable to the Unitholders.


 


25.5                         Master
Trust Deed


 


Each party agrees that clause 31.6 of the
Master Trust Deed is amended by adding the words “clause 31.3 and” before the
words “clause 31.4”.


 


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PART 6 - INTERPRETATION


 


26                                   Interpretation


 


26.1                         Definitions


 


The following words have these meanings
unless the contrary intention appears:


 


A$ means the lawful
currency of the Commonwealth of Australia.


 


A$ Class A Interest Amount means, in respect of a Class A Note, a Payment Date and the
Interest Period ending on (but excluding) that Payment Date, an amount
calculated as follows:


 


	
  A  = 
  B  x  C  x

  	
  N

  	
   

  
	
   

  	
  365

  	
   

  



 


where:


 


A =                             the A$ Class A Interest Amount for that Interest Period;


 


B =                               the Total Invested Amount of the Class A Notes on the Determination
Date immediately preceding the commencement of that Interest Period (which, for
the avoidance of doubt, is the Total Invested Amount of the Class A Notes on
the first day of that Interest Period after taking into account any reduction
to the Total Invested Amount on or prior to that date);


 


C =                               the A$ Class A Interest Rate for that Interest Period; and


 


N =                              the number of days in that Interest Period.


 


A$ Class A Interest Rate means, in respect of a Class A Note, a Payment Date and the Interest
Period ending on (but excluding) that Payment Date, the aggregate of:


 


(a)                                   the Bank Bill Rate for that Interest Period; and


 


(b)                                  the A$ Class A Margin for that Class A Note.


 


A$ Class A  Margin,
in respect of a Class A Note,  has the same meaning as the “Spread”
specified under the heading “Floating Amounts Payable by Party B” in the
confirmation for the Currency Swap.


 


A$ Class A Principal means, in relation to a Payment Date, the aggregate of:


 


(a)                                   the amount allocated on that Payment Date from Principal Collections
to the A$ Class A Principal pursuant to clause 14.13(d) (“Principal Distributions”); and


 


(b)                                  the amount allocated on that Payment Date from Excess Available
Income to the A$ Class A Principal pursuant to clauses 14.10(a)(i)


 


73

















 


(“Excess Available Income”) and 14.10(b)(i)
(“Excess Available Income”).


 


A$ Equivalent means,
in relation to an amount which is calculated, determined or expressed in US$ or
which includes a component determined or expressed in US$, that US$ amount or
US$ component (as the case may be) multiplied by the A$ Exchange Rate and
expressed in A$.


 


A$ Exchange Rate means
the “A$ Exchange Rate” specified under the heading “Exchange Rates” in the
confirmation for the related Currency Swap.


 


Aggregate Stated Amount means, on any Determination Date, the aggregate of the A$
Equivalent of the Stated Amounts of the relevant Notes at that time.


 


Available Income means,
for any period, the amount calculated in accordance with clause 14.4 (“Calculation of Available Income”) .


 


Available Liquidity Amount has the meaning given to it in the Liquidity Facility Agreement.


 


Available Redraw Amount has the meaning given to it in the Redraw Facility Agreement.


 


Bank Bill Rate
means, in respect of any Interest Period, the rate expressed as a percentage
per annum:


 


(a)                                   calculated by taking the rate appearing on the Reuters screen BBSW
page at or about 10.15 am (Melbourne time) on the first day of that Interest
Period for each bank so quoting (being no fewer than five) as being the mean
buying and selling rate for a bill (which for the purpose of this definition
means a bill of exchange of the type specified for the purpose of quoting on
the Reuters screen BBSW page) having a tenor of 90 days after eliminating the
highest and the lowest mean rates and taking the average of the remaining mean
rates (rounded up, if necessary, to the nearest four decimal places);


 


(b)                                  if fewer than five banks quote on the Reuters screen BBSW page, the
rate calculated as above by taking the rates otherwise quoted by five banks
otherwise authorised to quote rates on the Reuters screen BBSW page at or about
10.15 am (Melbourne time) for a bill of exchange having a tenor of 90 days; or


 


(c)                                   if a rate cannot be determined in accordance with the procedures in
(a) or (b), the rate specified in good faith by the Trust Manager at or around
that time on that day, having regard, to the extent possible, to comparable
indices then available as to the rate otherwise bid and offered for bills of
exchange having a tenor of 90 days,


 


provided that, if the first Interest Period
is a period of less than 90 days, the Bank Bill Rate for that Interest Period
will be calculated by the Trust Manager to be a linear interpolated rate for
the relevant period.


 


Basis Swap means an
ISDA Master Agreement, the schedule relating to it and each confirmation
between the Basis Swap Provider, the Trustee and the Trust Manager under which
the Trustee pays to the Basis Swap Provider an


 


74

















 


amount in respect of Purchased Receivables
that do not bear interest at a fixed rate and under which the Basis Swap
Provider pays to the Trustee an amount calculated by reference to the Bank Bill
Rate.


 


Basis Swap Provider
means Australia and New Zealand Banking Group Limited or such other person who
may be appointed under this deed or the Basis Swap to act as the Basis Swap
Provider.


 


Business Day means any day (other than
a Saturday, Sunday or public holiday) on which banks are open for business in
Melbourne and Sydney, Australia, New York City, United States of America and
London, United Kingdom.


 


Call Option Date means,
in respect of the Notes, the Payment Date on which the aggregate Outstanding
Balance of all Housing Loans referable to the Purchased Receivables (calculated
as at the end of the immediately preceding Collection Period) is less than 10%
of the aggregate Outstanding Balance of all Housing Loans referable to the
Purchased Receivables on the Cut-Off Date.


 


Carryover Principal Charge-Off has the meaning given in clause 14.15 (“Carryover Principal Charge-Offs”).


 


Cashflow Allocation Methodology means the methodology specified in clause 14 (“Cashflow Allocation Methodology”).


 


Class means the Class A Notes or the
Class B Notes (or both).


 


Class A Book-Entry Note means a Book-Entry Note (as defined in the Definitions Schedule)
issued in respect of the Class A Notes.


 


Class A Definitive Note means a Definitive Note (as defined in the Definitions Schedule)
issued in respect of the Class A Notes.


 


Class A Note means
a Note referred to in clause 8.1(a) (“Notes
to be issued”) and issued on the terms and conditions contained in
this deed and the Class A Note Conditions.


 


Class A Note Holder has the same meaning as in the Class A Note Conditions.


 


Class A Note Conditions means the terms and conditions for the Class A Notes as annexed as
Schedule 1 to the Note Trust Deed in respect of the Trust.


 


Class A Note Owner
means a Note Owner (as defined in the Definitions Schedule) in respect of the
Class A Notes.


 


Class A Note Register means the Note Register (as defined in the Definitions Schedule)
maintained in respect of the Class A Notes.


 


Class A Note Registrar means the Note Registrar (as defined in the Definitions Schedule)
in respect of the Class A Notes.


 


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Class A Tranche has
the meaning given to that term in clause 8.3 (“Tranches
of Class A Notes and Class B Notes”).


 


Class B Note means
a Note referred to in clause 8.1(b) (“Notes
to be issued”) issued on the terms and conditions contained in this
deed and the Dealer Agreement.


 


Class B Note Holder
means each person who is from time to time entered in the Register of Note
Holders as the holder of a Class B Note.


 


Class B Note Interest Amount means, in respect of a Class B Note, a Payment Date and the
Interest Period ending on (but excluding) that Payment Date, the amount
calculated in accordance with clause 8.9 (“Interest
on the Class B Notes”) for that Class B Note.


 


Class B Note Interest Rate means, in respect of a Class B Note, a Payment Date and the Interest
Period ending on (but excluding) that Payment Date, the aggregate of:


 


(a)                                   the Bank Bill Rate for that Interest Period; and


 


(b)                                  the Class B Note Margin for that Class B Note.


 


Class B Note Margin means, in relation to a Class B Note, the margin (expressed as a
percentage per annum) notified by the Trust Manager for the relevant Class B
Note in accordance with the Dealer Agreement (in the case of the Class B Notes)
and advised by the Trust Manager to the Trustee.


 


Class B Principal
means, in relation to a Payment Date, the aggregate of: 


 


(a)                                   the amount allocated on that Payment Date from Principal Collections
to the Class B Principal pursuant to clause 14.13(e) (“Principal Distributions”); and


 


(b)                                  the amount allocated on that Payment Date from Excess Available
Income to the Class B Principal pursuant to clauses 14.10(c) (“Excess Available Income”) and 14.10(d) (“Excess Available Income”).


 


Class B Tranche has
the meaning given to that term in clause 8.3 (“Tranches
of Class A Notes and Class B Notes”).


 


Clean-Up Account
means the bank account established by the Trustee under clause 4.6(iii)(A) (“Clean-Up Amount”) and, pending the
establishment of that bank account in accordance with this deed, means the
Collection Account.


 


Clean-Up Amount
means, on a Determination Date, an amount equal to the lesser of:


 


(a)                                   0.25% x (TIA + RPO); and


 


(b)                                  $25,000,


 


76

















 


where TIA is the Total Invested Amount of
all Notes on that Determination Date and RPO is the Redraw Principal
Outstanding on that Determination Date.


 


Clean-Up Offer has
the meaning given to it in clause 4.1 (“Clean-Up
Offer”).


 


Clean-Up Offer Amount has the meaning given to it in clause 4.1 (“Clean-Up Offer”).


 


Clean-Up Option
means the offer by the Trustee to reconvey or extinguish its title to the
Purchased Receivables in favour of the Seller under clause 4.1 (“Clean-Up Offer”).


 


Collateral Account means
any collateral account (as defined in, and established under, a Support
Facility).


 


Collection Business Day means a day
(excluding a Saturday, Sunday and any public holiday) on which banks are open
for business in Melbourne, Australia.


 


Collection Period means,
in relation to a Payment Date, the period from (and including) the first day of
the Quarter immediately preceding the related Determination Date up to (and
including) the last day of the Quarter immediately preceding the related
Determination Date.  However, the first
Collection Period commences on (and includes) the day after the Cut-Off Date
and ends on 31 August 2004. 
However, if the last day of the Quarter is not a Collection Business Day
then the Collection Period will end on (and include) the next Collection
Business Day.  Any subsequent Collection
Period will commence on (and include) the day after the end of the previous
Collection Period.


 


Collections means
all amounts received by the Seller, the Servicer, the Trust Manager or the
Trustee after the Cut-Off Date in respect of the Purchased Receivables
(including, without limitation, all principal, interest, the proceeds received
under any Mortgage Insurance Policy, any proceeds recovered from any
enforcement action in respect of a Purchased Receivable, amounts received on a
repurchase or reconveyance of a Purchased Receivable, any amount received from
the Seller as damages in respect of a breach of any representation, warranty or
covenant in connection with the Purchased Receivables and any other amounts
received in relation to the Purchased Receivables), but excluding any interest
credited to any Collateral Account in respect of a Support Facility.


 


Collections Account has the meaning given to the term Collection
Account in the Definitions Schedule.


 


Corporations Act
means the Corporations Act 2001 of the Commonwealth of Australia.


 


Coupon Rate means the Interest Rate
(as defined in the Class A Note Conditions) and the Class B Note Interest Rate,
as the case may be.


 


Currency Swap means
the ISDA Master Agreement, the schedule to it, each confirmation issued
under it and any credit support annex entered into in


 


77

















 


connection with it between the Currency
Swap Provider, the Trustee, the Trust Manager and a person acting as the
support provider.


 


Currency Swap Provider means The Royal Bank of Scotland plc, and any other person who
subsequently enters into a currency swap with the Trustee and the Trust
Manager.


 


Custodian Transfer Event means an event described in clause 6.10 (“Custodian Transfer Event”).


 


Dealer Agreement means
the agreement entitled “Kingfisher Trust 2004-1G Dealer Agreement” between the
Trustee, the Trust Manager, Australia and New Zealand Banking Group Limited and
any other dealer name in such agreement.


 


Definitions Schedule means the deed entitled “Kingfisher Master Trusts Master Definitions
Schedule” dated 1 August 2000 between the Trustee, the Trust Manager and
the Security Trustee as amended by the deed entitled “Kingfisher Master Trusts
Amending Deed” dated 16 May 2001.


 


Derivative Contract means each:


 


(a)                                   Basis Swap;


 


(b)                                  Fixed Rate Swap;


 


(c)                                   Currency Swap; or


 


(d)                                  any other Hedging Arrangement in
respect of the Trust.


 


Designated Rating Agency means, in relation to the Notes, such internationally recognised
rating agencies which have been requested by the Trust Manager to rate the
relevant Notes and which have been advised by the Trust Manager.


 


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


 


Determination Date
means the day which is 4 Business Days prior to a Payment Date.


 


Document Custody Audit Report has the meaning given to that term in clause 6.7 (“Document Custody Audit Report”).


 


Early Repayment Benefits means those amounts (if any) which are payable to a Debtor during a
Collection Period as a result of the Debtor prepaying any amount in respect of
a Fixed Interest Rate Loan.


 


Early Repayment Costs mean those costs which are actually received from a Debtor during a
Collection Period as a result of the Debtor prepaying any amount in respect of
a Fixed Interest Rate Loan.


 


Eligibility Criteria means the criteria for purchasing a Receivable set out in clause
5.2 (“Eligibility Criteria”).


 


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Enforcement Expenses means all expenses paid by or on behalf of the Servicer in
connection with the enforcement of any Purchased Receivable.


 


Excess Available Income has the meaning given to it in clause 14.10 (“Excess Available Income”).


 


Expenses of the Trust means all costs, charges and expenses reasonably and properly
incurred by the Trustee or the Trust Manager in connection with the Trust and
any other amounts for which the Trustee is entitled to be reimbursed or
indemnified out of the Trust and which the Trustee elects to pay, including,
without limitation, the expenses as described in clause 33.3 of the Master
Trust Deed.


 


Extraordinary Expenses means, on a Determination Date, any out of pocket expenses incurred
by the Trustee during the immediately preceding Collection Period that are not
Required Payments in respect of that Determination Date.


 


Final Maturity Date
means the Payment Date occurring in 18 March 2035.


 


Final Termination Date means the date referred to in clause 1.2 (“Determination of final Payment Date”).


 


Finance Charge Collections means, in respect of a Determination Date, the amount calculated in
accordance with clause 14.3 (“Finance
Charge Collections”).


 


Fixed Interest Rate Loan means any Housing Loan comprising part of a Receivable in respect
of which the Seller or the Servicer cannot vary the interest rate charged to
the Debtor for a specified period of time.


 


Fixed Rate Swap
means an ISDA Master Agreement, the schedule relating to it and each
confirmation between the Fixed Rate Swap Provider, the Trustee and the Trust
Manager, under which the Trustee pays to the Fixed Rate Swap Provider an amount
in respect of Purchased Receivables that are Fixed Interest Rate Loans and
under which the Fixed Rate Swap Provider pays to the Trustee an amount
calculated by reference to the Bank Bill Rate.


 


Fixed Rate Swap Provider means Australia and New Zealand Banking Group Limited, or such
other person who may be appointed under this deed or the Fixed Rate Swap to act
as the Fixed Rate Swap Provider.


 


GST Law means the A New Tax System
(Goods and Services Tax) Act 1999.


 


Initial Invested Amount has, in relation to a Class A Note, the meaning given to it in
clause 8.7(a) (“Initial Invested Amount of
the Notes”) and, in relation to a Class B Note, has the meaning
given to it in clause 8.7(b) (“Initial
Invested Amount of the Notes”).


 


Interest Amount means
in respect of a Class A Note and in respect of any Interest Period, the
amount calculated in accordance with clause 8.8 (“Interest on the Class A Notes”).


 


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Interest Period, in
respect of a Note, means (initially) the period from (and including) the Issue
Date to (but excluding) the first Payment Date and thereafter each period from
(and including) each Payment Date to (but excluding) the next following Payment
Date.  The final Interest Period is from
(and including) the Payment Date immediately preceding the date on which
interest ceases to accrue on the Note pursuant to the Class A Note Conditions
or this deed, as the case may be, to (but excluding) the date on which interest
ceases to accrue on the Note pursuant to the Class A Note Conditions or this
deed, as the case may be.


 


Invested Amount on
any Determination Date:


 


(a)                                   in respect of a Class A Note, has the same meaning as in the Class A
Note Conditions;


 


(b)                                  in respect of a Class B Note, means an amount equal to:


 


(i)                                      the
Initial Invested Amount of that Class B Note; less


 


(ii)                                   the
aggregate of all Principal Amounts which have been paid before that date in
relation to that Class B Note; less


 


(iii)                                the
Principal Amount to be paid on the next Payment Date in relation to that Class
B Note.


 


Linked Deposit Account means a deposit account maintained by a Debtor with the relevant
Approved Seller under which either:


 


(a)                                   interest that would otherwise be earned in respect of the deposit
account is set off against interest due under the Housing Loan of that Debtor;
or


 


(b)                                  interest is not earned on the deposit account, but interest due
under the Housing Loan of that Debtor is calculated by deducting the credit
balance of that deposit account from the balance of the Housing Loan, and then
applying the interest rate applicable to the Housing Loan to the result.


 


Liquidity Drawing means
the amount drawn under the Liquidity Facility on any Payment Date.


 


Liquidity Shortfall
means, on a Determination Date, the amount (if any) by which the Payment
Shortfall on that Determination Date exceeds the Principal Draw which is
allocated on that Determination Date for application towards the Payment Shortfall
in accordance with clause 14.5 (“Principal
Draw”).


 


Mortgage Insurance Interest Proceeds means, in respect of a Purchased Receivable, the amount received by
or on behalf of the Trustee under a Mortgage Insurance Policy and which is
determined by the Trust Manager not to be in the nature of principal.


 


Mortgage Insurance Policy means each of:


 


(a)                                   each Primary Mortgage Insurance Policy;


 


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(b)                                  the Pool Insurance Policy; and


 


(c)                                   the Mortgage Insurance Premium Policy.


 


Mortgage Insurance Premium Policy means the insurance policy issued by PMI Mortgage Insurance Ltd
(ABN 70 000 511 071) dated on or about the date of this deed in respect of
amounts loaned to Debtors to cover premiums payable on Primary Mortgage
Insurance Policies.


 


Mortgage Insurer means PMI Mortgage Insurance Ltd (ABN 70 000 511 071) and any other
mortgage insurer approved by the Trust Manager and acceptable to each
Designated Rating Agency and notified to the Trustee.


 


Notes means:


 


(a)                                   the Class A Notes; and


 


(b)                                  the Class B Notes.


 


Other Income means,
on a Determination Date (and without double counting any amounts included in
Other Income on a preceding Determination Date) any interest received on
Authorised Investments or on the Collection Account during the immediately
preceding Collection Period and any other miscellaneous income received or
expected to be received by the Trustee on or before the immediately following
Payment Date but excluding any interest received on any Collateral Account
under a Support Facility.


 


Payment Date means
the 18th day of each of September, December, March and June.  The first Payment Date will be
18th September 2004.


 


Payment Shortfall
means, on a Determination Date, the amount by which the Available Income is
insufficient to meet the Required Payments as calculated on that Determination
Date.


 


Penalty Payment
means:


 


(a)                                   the amount of any liability (including, without limitation, any
civil or criminal penalty) which the Trustee is liable for under the Consumer
Credit Code;


 


(b)                                  any other liability payable by the Trustee, or legal costs or other
expenses payable or incurred by the Trustee, in relation to such liability;


 


(c)                                   any amount which the Trustee agrees to pay (with the consent of the
Servicer) to a Debtor or other person in settlement of any liability or alleged
liability or application for an order under Part 6 of the Consumer Credit Code;
and


 


(d)                                  any legal costs or other costs and expenses payable or incurred by
the Trustee in relation to that application or settlement,


 


81

















 


to the extent to which a person can be
indemnified for that liability, money or amount under the Consumer Credit Code.


 


Pool Insurance Policy means the policy of insurance issued to the Trustee and the Seller
by PMI Mortgage Insurance Ltd in respect of Purchased Receivables which are not
subject to Primary Mortgage Insurance Policies.


 


Power of Attorney means each power of
attorney dated on or about the date of this deed granted by the Seller in
favour of the Trustee in registrable form and in sufficient number of versions
and counterparts to enable registration in the Land Titles Office of the
relevant Government Agency in each state and territory of Australia.  Each Power of Attorney is a “Power of
Attorney” for the purposes of the Definitions Schedule and the Master
Trust Deed with respect to the Trust.


 


Primary Mortgage Insurance Policy means a primary mortgage insurance policy issued by PMI Mortgage
Insurance Ltd in respect of Purchased Receivables which have a LVR at the date
of origination of over 80%.


 


Principal Amount
means, in respect of any Note and any Payment Date, any amount of principal
which is payable in respect of such Note on such Payment Date.


 


Principal Charge-Offs means, in respect of a Collection Period, the aggregate losses
including principal and interest (as determined by the Trust Manager) for all
Purchased Receivables which arise during that Collection Period after all
enforcement action has been taken in respect of any Purchased Receivable and
after taking into account:


 


(a)                                   all proceeds received as a consequence of enforcement under any
Purchased Receivables (less the relevant Enforcement Expenses) during that
Collection Period;


 


(b)                                  proceeds of any claims received under a Mortgage Insurance Policy
during that Collection Period; and


 


(c)                                   any payments received during that Collection Period from the Seller
or the Servicer for a breach of its obligations under the Transaction
Documents.


 


Principal Collections means, in respect of a Determination Date and the Collection Period
immediately preceding that Determination Date, the amount calculated in
accordance with clause 14.11 (“Principal
Collections”).


 


Principal Draw
means each distribution of Principal Collections made in accordance with
clauses 14.5 (“Principal Draw”)
and 14.13(c) (“Principal Distributions”).


 


Purchased Receivable means a Receivable which is purchased by the Trustee on behalf of
the Trust.  For the avoidance of doubt,
a Purchased Receivable does not include any Other Secured Liability.


 


Quarter means the
three month period in each year commencing on 1 June, 1 September,
1 December and 1 March.


 


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Realisation Price means the Repurchase Price.


 


Recoveries means
amounts received from or on behalf of Debtors or under any Mortgage or any
Related Security in respect of Purchased Receivables that were previously the
subject of a loss as described in the definition of Principal Charge-Offs.


 


Redraw means a
re-advance to a Debtor of repayments of principal made by that Debtor on its
Housing Loan in accordance with the terms of the relevant Loan Agreement.


 


Redraw Drawing has
the meaning given to that term in the Redraw Facility Agreement.


 


Redraw Limit has
the meaning given to it in the Redraw Facility Agreement in respect of the
Trust.


 


Redraw Principal in
relation to a Payment Date, means the aggregate of:


 


(a)                                   the amount allocated on that Payment Date from Principal Collections
to the Redraw Principal pursuant to clause 14.13(b) (“Principal Distributions”); and


 


(b)                                  the amount allocated on that Payment Date from Excess Available
Income to Redraw Principal pursuant to clause 14.10(a)(ii) (“Excess Available Income”) and 14.10(b)(ii)
(“Excess Available Income”).


 


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


 


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


 


(b)                                  the aggregate amount of all Redraw Principal previously paid under
clause 14.14(b) (“Payments of Principal on
the Notes and to the Redraw Facility Provider”) to the Redraw
Facility Provider; less


 


(c)                                   the amount of any Redraw Principal under clause 14.14(b) (“Payments of Principal on the Notes and to the Redraw
Facility Provider”)  to
be paid to the Redraw Facility Provider on the immediately following Payment
Date; less


 


(d)                                  the amount of any Principal Charge-Offs allocated to the Redraw
Principal Outstanding under clause 14.14A(b)(ii) (“Principal Charge-Offs”) on that Determination Date which
will not be reimbursed on the immediately following Payment Date under clause
14.10(a)(ii) (“Excess Available Income”);
less


 


(e)                                   (without double counting any Principal Charge-Offs) any Carryover
Principal Charge-Offs in respect of the Redraw Principal Outstanding which have
not been reimbursed on or before the immediately following Payment Date under
clause 14.10(b)(ii) (“Excess Available
Income”).


 


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Redraw Shortfall
means, on a Determination Date, the amount (if any) by which the Principal
Collections (as calculated on that Determination Date and prior to taking into
account any Redraw Drawings to be made on the next Payment Date) are
insufficient to meet in full any Redraws made during the immediately preceding
Collection Period which are repayable to the Seller pursuant to
clause 14.13(a) (“Principal
Distributions”).


 


Relevant Parties means
each of the Trust Manager, the Seller, the Servicer, the Custodian, the
Security Trustee, the Calculation Agent, each Paying Agent, the Note Trustee,
the Class A Note Registrar, each Counterparty, the Redraw Facility Provider and
the Liquidity Facility Provider.


 


Required Credit Rating means in respect of:


 


(a)                                   S&P, either a short term rating of A-1+ or a long term rating of
AAA (as the case may be) or such other rating agreed between the Trust Manager
and S&P and notified to the Trustee; and


 


(b)                                  Moody’s, either a short term rating of P-1 or a long term rating of
Aaa (as the case may be) or such other rating agreed between the Trust Manager
and Moody’s and notified to the Trustee;


 


(c)                                   Fitch, either a short-term rating of F1 or a long term rating of AAA
(as the case may be) or such other rating agreed between the Trust Manager and
Fitch and notified to the Trustee; and


 


(d)                                  any other Designated Rating Agency, a rating acceptable to that
Designated Rating Agency.


 


Required Payments
means the aggregate of the priority payments in paragraphs (a) to (g) inclusive
of clause 14.8 (“Required Payments (Interest
waterfall)”) calculated by the Trust Manager on each Determination
Date under clause 15.1 (“Determinations by
Trust Manager”).


 


Residual Capital Unitholder means Kingfisher Securitisation Pty Ltd (ABN 89 093 469 375) or such
other person whose name is entered in the Unit Register from time to time.


 


Residual Income Unitholder means Australia and New Zealand Banking Group Limited (ABN 11 005
357 522) or such other person whose name is entered in the Unit Register from
time to time.


 


Scheduled Balance in
relation to a Receivable means the amount that would be owing on that
Receivable at the date of determination if the Debtor had made, prior to that
date, the minimum payments and repayments required under that Receivable.


 


Secured Money has
the meaning given to it in the Deed of Charge for the Trust.


 


Secured Property has
the meaning given to it in the Deed of Charge for the Trust.


 


Securities Act
means the Securities Act of 1933 (US).


 


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Seller Deposit has
the meaning given to that term in clause 24.5(a) (“Seller Downgrade”).


 


Set-Off Account has
the meaning given to that term in clause 24.5(a) (“Seller Downgrade”).


 


Stated Amount:


 


(a)                                   as, in relation to a Class A Note, the same meaning as in the Class
A Note Conditions;


 


(b)                                  means, in relation to a Class B Note on any Determination Date, an
amount equal to:


 


(i)                                      the
Invested Amount of that Class B Note on that Determination Date; less


 


(ii)                                   the
amount of any Principal Charge-Offs to be allocated to that Class B Note under
clause 14.14A (“Principal Charge-Offs”)
on that Determination Date which will not be reimbursed on the immediately
following Payment Date under clause 14.10(c) (“Excess Available Income”); less


 


(iii)                                (without
double counting any Principal Charge-Offs) any Carryover Principal Charge-Offs
in respect of that Class B Note which have not been reimbursed on or before the
immediately following Payment Date under clause 14.10(d) (“Excess Available Income”).


 


Support Facilities includes,
in addition to those items set out in the Definitions Schedule:


 


(a)                                   the Basis Swap;


 


(b)                                  the Fixed Rate Swap;


 


(c)                                   the Currency Swap; and


 


(d)                                  the Mortgage Insurance Policies.


 


Tax Account means an account with an Eligible Bank established
and maintained in the name of the Trustee and in accordance with the terms of
the Master Trust Deed, which is to be opened by the Trustee when directed to do
so by the Trust Manager in writing.


 


Threshold Rate means the minimum interest rates required to be set on the Housing
Loans forming part of the Purchased Receivables which will ensure that the
Trustee has sufficient funds available to meet its obligations under the
Transaction Documents (assuming that all parties comply with their obligations
under such documents and such Housing Loans) and taking into account:


 


(a)                              Housing Loans where the Seller does not have the discretion under
the Loan Agreement to vary the interest rate of that Housing Loan; and


 


85

















 


(b)                             moneys held in Authorised Investments where the yield is determined
externally and not by the Servicer.


 


Total Available Income means, on a Determination Date, the amount calculated in accordance
with clause 14.7 (“Calculation and
application of Total Available Income”) on that Determination Date.


 


Total Invested Amount means, on any Determination Date, the aggregate A$ Equivalent of the
Invested Amount of the relevant Notes on that Determination Date.


 


Tranching Notice means
a notice containing information specified in clause 8.4 (“Tranching Notice”) given for the purposes
described in clause 8.3 (“Tranches of Class
A Notes and Class B Notes”).


 


Transaction Documents means in respect of the Trust:


 


(a)                                   the Master Trust Deed (insofar as it applies to the Trust);


 


(b)                                  the Definitions Schedule (insofar as it applies to the Trust);


 


(c)                                   the Notice of Creation of Trust in respect of the Trust;


 


(d)                                  this deed;


 


(e)                                   the Master Servicer Deed (insofar as it applies to the Trust);


 


(f)                                     the Global Master Security Trust Deed (insofar as it applies to the
Trust);


 


(g)                                  the Deed of Charge;


 


(h)                                  each Support Facility;


 


(i)                                      each Derivative Contract;


 


(j)                                      the Note Trust Deed;


 


(k)                                   the Agency Agreement;


 


(l)                                      the Sale Notice;


 


(m)                                each Note;


 


(n)                                  the Underwriting Agreement;


 


(o)                                  the Dealer Agreement;


 


(p)                                  each Primary Mortgage Insurance Policy;


 


(q)                                  the Pool Insurance Policy;


 


(r)                                     each Power of Attorney;


 


(s)                                   the Mortgage Insurance Premium Policy; and


 


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(t)                                     such other documents as may be agreed from time to time between the
Trustee and the Trust Manager.


 


Trust means the
Kingfisher Trust 2004-1G.


 


US$ or US Dollars means
the lawful currency of the United States of America.


 


Underwriting Agreement means the agreement entitled “Underwriting Agreement” between the
Trustee, the Trust Manager, Australia and New Zealand Banking Group Limited and
Deutsche Bank Securities Inc. (as representative for the underwriters named in
it).


 


Unit Register has
the meaning given to it in clause 2.7(a) (“Unit
Register”).


 


Waiver of Set-Off
in relation to a Housing Loan means a provision, in the related Mortgage or
Loan Agreement or otherwise, by which, among other things, the Debtor agrees to
make all payments in respect of the Housing Loan without set-off or
counterclaim unless prohibited by law.


 


26.2                         Transaction
Document


 


This deed is a Transaction Document for the
purposes of the Master Trust Deed.


 


26.3                         Limited
to Trust


 


The rights and obligations of the parties
under this deed relate only to the Trust (as defined in this deed), and do not
relate to any other Trust (as defined in the Definitions Schedule).


 


26.4                         Definitions and consistency


 


Terms which are defined in this deed apply
to the Trust only.  Capitalised terms
used but not defined in this deed have the meanings given to them in the
Definitions Schedule.  In the event of
any inconsistency between a term defined in this deed and a term defined in the
Definitions Schedule, the term defined in this deed will prevail.  In the event of any inconsistency between a
provision of this deed and a provision of any other Transaction Document, the
provision of this deed shall prevail.


 


26.5                         Incorporation


 


Subject to clause 26.6 (“Amendments to Definitions Schedule”),
clauses 1.2 to 1.5 (inclusive) of the Definitions Schedule are deemed to
be incorporated in this deed as if set out in full in it.


 


26.6                         Amendments to Definitions Schedule


 


If after the date of this deed any
amendment is made to the Definitions Schedule, such amendment shall apply to this
deed only if each party to this deed so agrees and if the amendment is made in
a manner consistent with clause 36 of the Master Trust Deed.


 


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26.7                         Global Master Security Trust Deed


 


The Global Master Security Trust Deed
applies to the Trust and the Trust is a “Global Trust” for the purposes of the
Definitions Schedule and the Master Trust Deed.


 


26.8                         Register
of Note Holders


 


The Register of Note Holders in respect of
the Registered Notes issued in respect of the Trust is to be maintained in
accordance with Schedule 1.  The
Register of Note Holders will be maintained in respect of Registered Notes only
and all references in Schedule 1 to “Notes” are to be construed
accordingly.


 


26.9                         Transfer
of Notes


 


A transfer of Registered Notes of the Trust
shall be effected in accordance with clause 8.14 (“Transfer and Transmission of Notes”) and with
Schedule 2.  All references in
Schedule 2 to “Notes” are to be construed as references to “Registered
Notes”.


 


26.10                  Reporting
Statement


 


The Reporting Statement in respect of the
Trust shall include (without limitation) the following details:


 


(a)                                   the Total Invested Amount and the Aggregate Stated Amount of each
class of Notes as calculated on the related Determination Date;


 


(b)                                  the Class A Note Interest Rate on the Class A Notes and the Class B
Note Interest Rate on the Class B Notes for the related Interest Period;


 


(c)                                   the interest payments and principal distributions on each class of
Notes in respect of the related Payment Date;


 


(d)                                  the Total Available Income as calculated on the related
Determination Date;


 


(e)                                   the aggregate Outstanding Balance of the Housing Loans forming part
of the Purchased Receivables as at the close of business on the last day of the
related Collection Period;


 


(f)                                     the delinquency and loss statistics with respect to the Receivables
as at the close of business on the last day of the related Collection Period;


 


(g)                                  the Redraw Shortfall, if any, calculated on the related
Determination Date;


 


(h)                                  the Payment Shortfall, if any, calculated on the related
Determination Date;


 


(i)                                      the amount of any Liquidity Drawing, to be made on the related
Payment Date;


 


88

















 


(j)                                      the amount of Principal Collections that are available for
distribution on the related Payment Date;


 


(k)                                   the amount of any Principal Draw, to be made on the related Payment
Date;


 


(l)                                      the Principal Charge-Offs and the Carryover Principal Charge-Offs
for each class of Notes and the Redraw Facility;


 


(m)                                the amount of any Redraw Principal Outstanding; and


 


(n)                                  any other items of information applicable to the Notes and the
related Determination Date or Payment Date.


 


26.11                  Definitions
Schedule


 


For the purposes of the Definitions
Schedule:


 


(a)                                   the Class A Notes are “Senior Notes”;


 


(b)                                  the Class A Note Holders are “Senior Note Holders”;


 


(c)                                   the Class B Notes are “Junior Notes”;


 


(d)                                  the Class B Note Holders are “Junior Note Holders”;


 


(e)                                   the rating applicable to Authorised Investments of the type
described in paragraph (c)(ii) of that definition (in the Definition Schedule)
is A-1; and


 


(f)                                     there is no Required Servicer Rating.


 


The definition of “Eligible Bank” in the
Definitions Schedule is amended by replacing the F1+ Fitch rating at (c)
with F1.


 


26.12                  Ratings


 


For the purposes of the Trust the Trust
Manager confirms that it has requested each of S&P and Moody’s and Fitch to
rate the Notes.


 


26.13                  Credit
ratings


 


A reference to the credit rating of any
entity by a Designated Rating Agency means, where that Designated Rating Agency
does not have a public credit rating of that entity, the equivalent internal
private credit rating of that entity as notified by that Designated Rating
Agency to the Trustee and the Trust Manager.


 


26.14                  Support
Facilities


 


For the purposes of the Definitions
Schedule and the Deed of Charge, each Support Facility is a “Support
Facility”.


 


EXECUTED as a deed.


 


89

















 


Kingfisher Trust 2004-1G Supplemental Deed


 


Schedule 1 - Register of Note Holders


 


 


1                                          Register of Note Holders


 


The Trustee must, in respect of the Trust,
keep an up to date Register of Note Holders in respect of that Trust.  The Trustee must enter into the Register of
Note Holders:


 


(a)                                   the name of the Trust;


 


(b)                                  the names and addresses of the Note Holders;


 


(c)                                   the number of Notes held by each Note Holder;


 


(d)                                  the date on which each Note Holder was first registered in the
Register of Note Holders;


 


(e)                                   the date on which any person ceases to be a Note Holder;


 


(f)                                     the class of Note issued;


 


(g)                                  the Class B Note Interest Rate payable in relation to the Note;


 


(h)                                  the Final Maturity Date (if applicable) in relation to the Note;


 


(i)                                      the account into which any payments to a Note Holder are to be paid
(if applicable);


 


(j)                                      the Invested Amount and Stated Amount, if any, in relation to the
Note; and


 


(k)                                   any other particulars the Trust Manager and the Trustee agree are
desirable or as required under this deed.


 


2                                          Trustee not liable for mistake


 


The Trustee is not liable for any mistake
in the Register of Note Holders or in any purported copy except to the extent
that the mistake is attributable to the Trustee’s own fraud, negligence or
wilful default.


 


3                                          Trust Manager accept correctness


 


The Trust Manager is entitled to accept the
correctness of all information contained in the Register of Note Holders and is
not liable to any person for any error in it.


 


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4                                          Inspection


 


The Trust Manager, or Note Holders and
their authorised representatives may inspect that part of the Register of Note
Holders which relates to the Note Holder during normal business hours free of
charge and on reasonable notice.  The
Trustee shall give a copy of the Register of Note Holders or part of it to the
Trust Manager within 3 Business Days of receipt of a request from the Trust
Manager.


 


5                                          Change
in information


 


A Note Holder must advise the Trustee of
any change to the information noted in the Register of Note Holders in respect
of that Note Holder.  Upon receipt of
such advice, the Trustee must promptly update the information contained in the
Register of Note Holders.


 


6                                          Closure


 


The Trustee from time to time may close the
Register of Note Holders but no part of the Register of Note Holders may be
closed for more than 30 days in aggregate in any calendar year.


 


7                                          Notice of other interest and joint holders


 


Except as otherwise provided in this deed,
no notice of any trust, whether express, implied or constructive, shall be
entered in the Register of Note Holders and neither the Trustee nor the Trust
Manager shall be affected by or compelled to recognise (even when having notice
of it) any right or interest in any Note other than the Note Holders’ absolute
right to the entirety of them and the receipt by a Note Holder shall be a good
discharge to the Trustee and Trust Manager.


 


If a single parcel of Notes is held by more
than one person, only the person whose name stands first in the Register of
Note Holders in relation to that parcel of Notes shall be entitled to be issued
the relevant Acknowledgment, (if applicable) to be given a marked Transfer
Form, to be given any notices and to be paid any moneys due in respect of such
Notes.


 


8                                          Information


 


The Trust Manager shall furnish the Trustee
with such information as the Trustee may reasonably require to maintain the
Register of Note Holders.


 


9                                          Closure to calculate entitlement


 


In order to calculate Note Holder
entitlements and interest entitlements, the Register of Note Holders may be
closed by the Trustee from 3:30 pm on such Business Day as the Trust Manager
may determine from time to time (not exceeding 5 Business Days) and recommence
at the commencement of


 


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business on the Business Day immediately
following the day the Note Holder entitlements and any coupon or interest are
payable.


 


10                                   Conclusiveness of Register of Note Holders


 


An Acknowledgment is not a certificate of
title as to Notes and the Register of Note Holders is the only conclusive evidence
of title to Notes.


 


11                                   Worn out or lost Acknowledgment


 


If an Acknowledgment becomes worn out or
defaced, then upon production of it to the Trustee, a replacement will be
issued.  If an Acknowledgment is lost or
destroyed, and upon proof of this to the satisfaction of the Trustee and the
provision of such indemnity as the Trustee considers adequate, a replacement
Acknowledgment will be issued.  A fee
not exceeding $10 may also be charged by the Trustee for the new Acknowledgment
if it so requires.


 


12                                   Rectification of Register of Note Holders


 


If:


 


(a)                                   an entry is omitted from the Register of Note Holders;


 


(b)                                  an entry is made in the Register of Note Holders otherwise than in
accordance with this deed;


 


(c)                                   an entry wrongly exists in the Register of Note Holders;


 


(d)                                  there is an error or defect in any entry in the Register of Note
Holders; or


 


(e)                                   a default is made or an unnecessary delay takes place in entering
into the Register of Note Holders that any person has ceased to be the holder
of a Note or any other information,


 


the Trustee may rectify the same and the
Trustee is not liable for any loss, costs or liability incurred as a result of
any of the foregoing occurring.


 


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Kingfisher Trust 2004-1G Supplemental Deed


 


Schedule 2 - Transfer of Notes


 


 


1                                          Form
of transfer


 


All transfers of Notes must be in writing
in the form of the transfer as agreed between the Trust Manager and the Trustee
(“Transfer
Form”).


 


2                                          Execution
of transfer


 


Every Transfer Form must be duly completed,
duly stamped (if applicable), executed by the transferor and the transferee and
delivered to the Trustee together with the Acknowledgment relating to the Notes
to be transferred.  The transferor is
deemed to remain the owner of the Notes for all purposes until the name of the
transferee is entered into the Register of Note Holders.


 


3                                          Restrictions on transfer


 


A Note Holder is only entitled to transfer
any Notes if:


 


(a)                                   the offer or invitation to the proposed transferee by the Note
Holder in relation to the Notes does not require disclosure to investors in
accordance with Part 6D.2 of the Corporations Act; and


 


(b)                                  the transfer would not otherwise breach any restriction on transfer
of the Notes contained in the Master Trust Deed or this deed.


 


4                                          Trustee may refuse to register


 


The Trustee may refuse to register any
Transfer Form:


 


(a)                                   if it is not duly completed, executed and stamped (if necessary);


 


(b)                                  if it contravenes or fails to comply with the terms of this deed; or


 


(c)                                   if the transfer would result in a contravention of or failure to
observe the provisions of a law of a state or territory of the Commonwealth of
Australia, or of the Commonwealth of Australia, or any other relevant laws.


 


The Trustee is not bound to give any reason
for refusing to register any Transfer Form and its decision is final,
conclusive and binding.  If the Trustee
refuses to register a Transfer Form, it must, as soon as practicable following
that refusal, send to the Note Holder and to the parties seeking to take the
transfer of the Notes notice of that refusal. 
The Trustee has no obligation to enquire whether a transfer of Notes
complies with the restrictions in this deed.


 


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5                                          Registration of transferee


 


Subject to the terms of this schedule, the
Trustee must upon receipt of a Transfer Form register the transferee in the
Register of Note Holders.  No fee is to
be charged for the registration of any Transfer Form.


 


6                                          No transfer if Register of Note Holders closed


 


The Trustee may refuse to register any
Transfer Form for such period as the Register of Note Holders is closed for any
purpose.


 


7                                          Rights and obligations of transferee


 


Notes are negotiable.  A transferee of Notes pursuant to this deed
has the following rights and obligations from the time of registration:


 


(a)                                   all those rights which the transferor previously had; and


 


(b)                                  all those obligations of a Note Holder as provided by this deed as
if the transferee was originally a party to it.


 


8                                          When
transfer effective


 


Subject to refusal by the Trustee to
register a transfer of Notes under this schedule, and subject to condition 9, a
Transfer Form is deemed for the purposes of this deed to take effect and be
registered from the beginning of the Business Day on which the Transfer Form
was received by the Trustee, except that if a Transfer Form is received by the
Trustee after 4.00 pm in Sydney, the Transfer Form is deemed not to be
effective until the next Business Day (when the Register of Note Holders is
open) following its receipt by the Trustee.


 


9                                          Transfer Form received when Register of Note Holders
closed


 


Where a Transfer Form is received by the
Trustee during any period when the Register of Note Holders is closed under
this deed, or on any day which is not a Business Day, the Transfer Form is
deemed to be effective and registered (subject to refusal by the Trustee to
register a transfer) from the beginning of the first Business Day on which the
Register of Note Holders is re-opened.


 


10                                   Issue
of Acknowledgment


 


Whenever, in respect of a transfer, the
Trustee is required under this deed to register a person as a Note Holder, the
Trustee must issue by mail to the transferee (at the address stated on the
Transfer Form), or arrange for the relevant Note Holder to collect from the
Trustee, within 10 Business Days of such registration, an Acknowledgment to the
transferee in respect of the relevant Notes and, where some, but not all, Notes
held by a Note Holder have been transferred, issue a new Acknowledgment (within
10 Business


 


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Days of the registration) to the transferor
as confirmation of the balance of the Notes registered in the name of the
transferor.


 


11                                   Form
of Acknowledgment


 


Acknowledgments may be engraved,
lithographed or printed and must be signed, either manually, mechanically,
electronically, by facsimile or by other means agreed between the Trust Manager
and the Trustee, by an Authorised Officer or other delegate of the Trustee.


 


12                                   Payments
to transferee


 


Subject to this deed, upon entry of a
transferee in the Register of Note Holders, the transferee is ipso facto
entitled to receive any payments then due or which become due to the Note
Holder and the Trustee is discharged for any such payment made to the
transferee and, without limiting the foregoing, whether or not the entitlement
to payment wholly or partly arose or accrued prior to the transfer, except that
where a transfer is received after the closure of the Register of Note Holders
as referred to in this deed for the purpose of determining entitlements to
interest or principal, but prior to the date upon which that interest or
principal is due to be paid in respect of the relevant Notes, then that
interest and principal must be paid to the transferor and not the transferee.


 


13                                   Marked
transfers


 


The Trustee must, unless the parties
otherwise agree, provide marking services in the manner set out in this
schedule at the Trustee’s offices or the offices of a third party
appointed pursuant to this deed in Sydney. 
If the Trustee or a third party is requested by a Note Holder to mark a
Transfer Form, the Trustee or the third party must so mark the Transfer
Form.  Until a period of 90 days (or
such other period as determined by the Trust Manager and the Trustee) has
elapsed from the date any Transfer Form is so marked, the Trustee or any third
party must not register any Transfer Form in respect of such Notes except that
marked Transfer Form.


 


14                                   Reliance
on documents


 


The Trustee is entitled to accept and
assume the authenticity and genuineness of any Transfer Form or any other
document unless the Trustee has reasonable grounds to believe that it has not
been duly executed.  The Trustee is not
bound to enquire into the authenticity or genuineness of any Transfer Form or
other document, nor incurs any liability for registering any Transfer Form
which is subsequently discovered to be a forgery or otherwise defective, unless
the Trustee had actual notice of such forgery or defect at the time of registration
of such Transfer Form.


 


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15                                   Specimen
signatures


 


The Trustee may (but need not) require each
Note Holder to submit specimen signatures (and, in the case of a corporation,
may require those signatures to be authenticated by a secretary or director of
such Note Holder) of persons authorised to execute Transfer Forms on behalf of
such Note Holder and is entitled to assume (until notified to the contrary)
that such authority has not been revoked.


 


16                                   Persons entitled on transmission


 


If a Note Holder dies, the Trustee and the
Trust Manager will recognise only the survivor or survivors (where the deceased
was a joint holder) or the administrators (in all other cases) as having any
title to the Notes registered in the name of the deceased.


 


17                                   Registration on transmission


 


A person who becomes entitled to a Note
(and gives evidence of that entitlement to the Trust Manager in a form
satisfactory to the Trust Manager and the Trustee) because of the death, insolvency,
bankruptcy, insanity or other disability of a Note Holder is entitled to be
registered as the Note Holder or to nominate some other person to be registered
as the Note Holder.


 


18                                   Notice
of election


 


To effect a registration under condition
17, the person must give a written notice to the Trust Manager and the Trustee
requesting the registration.  If the
Notes are to be registered in the name of a nominee of the person, the person
must also execute a transfer of the Notes to the nominee.  All the provisions of this deed relating to
the registration of transfers apply to such a notice or transfer as if it were
a transfer executed by a Note Holder.


 


19                                   Rights of transmittee prior to registration


 


A person who becomes entitled to a Note
because of the death, insolvency, bankruptcy, insanity or other disability of a
Note Holder is entitled to receive and may give a discharge for all money
payable in respect of the Notes.


 


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Kingfisher Trust 2004-1G Supplemental Deed


 


Signing page


 


 


	
  DATED:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND 

  	
   

  	
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  DELIVERED by

  	
   

  	
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  as attorney
  for
  PERPETUAL

  	
   

  	
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  TRUSTEE COMPANY LIMITED

  	
   

  	
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  under power
  of attorney dated

  	
   

  	
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  in the
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  Address of
  witness

  	
   

  	
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  By executing
  this deed the attorney 

  	
   

  
	
   

  	
   

  	
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  states that
  the attorney has received no 

  	
   

  
	
   

  	
   

  	
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  notice of
  revocation of the power of 

  	
   

  
	
  Occupation
  of witness

  	
   

  	
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  attorney

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND 

  	
   

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
   

  	
  )

  	
   

  	
   

  
	
  as attorney
  for ANZ
  CAPEL

  	
   

  	
  )

  	
   

  	
   

  
	
  COURT LIMITED under power of 

  	
   

  	
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  attorney
  dated

  	
   

  	
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  in the
  presence of:

  	
   

  	
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  Signature of
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  Address of
  witness

  	
   

  	
  )

  	
  By executing
  this deed the attorney 

  	
   

  
	
   

  	
   

  	
  )

  	
  states that
  the attorney has received no 

  	
   

  
	
   

  	
   

  	
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  revocation of the power of 

  	
   

  
	
  Occupation
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  attorney

  	
   

  



 


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  SIGNED SEALED AND 

  	
   

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
   

  	
  )

  	
   

  	
   

  
	
  as attorney
  for
  P.T. LIMITED under 

  	
   

  	
  )

  	
   

  	
   

  
	
  power of
  attorney dated

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
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  in the
  presence of:

  	
   

  	
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  Signature of
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  Name of
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  Address of
  witness

  	
   

  	
  )

  	
  By executing
  this deed the attorney 

  	
   

  
	
   

  	
   

  	
  )

  	
  states that
  the attorney has received no 

  	
   

  
	
   

  	
   

  	
  )

  	
  notice of
  revocation of the power of 

  	
   

  
	
  Occupation
  of witness

  	
   

  	
  )

  	
  attorney

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED SEALED AND 

  	
   

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
   

  	
  )

  	
   

  	
   

  
	
  as attorney
  for AUSTRALIA
  AND

  	
   

  	
  )

  	
   

  	
   

  
	
  NEW ZEALAND BANKING

  	
   

  	
  )

  	
   

  	
   

  
	
  GROUP LIMITED under power of

  	
   

  	
  )

  	
   

  	
   

  
	
  attorney
  dated

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  in the
  presence of:

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
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  Signature of
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  witness (block letters)

  	
   

  	
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  Address of
  witness

  	
   

  	
  )

  	
  By executing
  this deed the attorney 

  	
   

  
	
   

  	
   

  	
  )

  	
  states that
  the attorney has received no 

  	
   

  
	
   

  	
   

  	
  )

  	
  notice of
  revocation of the power of 

  	
   

  
	
  Occupation
  of witness

  	
   

  	
  )

  	
  attorney

  	
   

  



 


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  SIGNED, SEALED AND 

  	
   

  	
  )

  	
   

  	
   

  
	
  DELIVERED by

  	
   

  	
  )

  	
   

  	
   

  
	
  as attorney
  for KINGFISHER

  	
   

  	
  )

  	
   

  	
   

  
	
  SECURITISATION PTY LTD

  	
   

  	
  )

  	
   

  	
   

  
	
  under power
  of attorney dated

  	
   

  	
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  in the
  presence of:

  	
   

  	
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  Signature of
  witness

  	
   

  	
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  )

  	
   

  	
   

  
	
   

  	
   

  	
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  Name of
  witness (block letters)

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
  Address of
  witness

  	
   

  	
  )

  	
  By executing
  this deed the attorney 

  	
   

  
	
   

  	
   

  	
  )

  	
  states that
  the attorney has received no 

  	
   

  
	
   

  	
   

  	
  )

  	
  notice of
  revocation of the power of 

  	
   

  
	
  Occupation
  of witness

  	
   

  	
  )

  	
  attorney

  	
   

  



 


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