BACKUP SERVICER AGREEMENT
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Perpetual Trustees Victoria Ltd (PERPETUAL)
Zurich Capital Markets Australia Structured Finance Pty Ltd (ZCMA)
Interstar Securities (Australia) Pty Ltd (INTERSTAR)
MINTERELLISON
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L A W Y E R S
RIALTO TOWERS, 525 COLLINS STREET,
MELBOURNE VIC 3000, DX 204 MELBOURNE
TEL: +61 3 8608 2000 FAX: +61 3 8608 1000
www.minterellison.com
BACKUP SERVICER AGREEMENT
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DETAILS 3
AGREED TERMS 4
1. DEFINED TERMS & INTERPRETATION 4
2. APPOINTMENT OF ZCMA 7
3. ZCMA TO OBSERVE PROVISIONS 8
4. INTERSTAR AND PERPETUAL TO PROVIDE ACCOUNTS ETC TO ZCMA 8
5. RETIREMENT OF ZCMA 9
6. REMOVAL OF ZCMA AS MANAGER 9
7. INFORMATION ETC TO BE PROVIDED TO ZCMA PRIOR TO DATE OF APPOINTMENT 9
8. BACKUP SERVICER STANDBY FEE 9
9. BACKUP SERVICER FEE 10
10. TERMINATION OF THIS AGREEMENT 10
11. POWER OF ATTORNEY 10
12. NOTICES 10
13. CONFIDENTIALITY 11
14. SEVERABILITY 12
15. AMENDMENT TO THIS AGREEMENT 12
16. APPROPRIATE LAW 12
17. MISCELLANEOUS 12
18. PERPETUAL'S LIMITATION OF LIABILITY 12
SIGNING PAGE 14
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DETAILS
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DATE
PARTIES
Name PERPETUAL TRUSTEES VICTORIA LTD ACN 004 027 258
Short form name PERPETUAL
Notice details Level 47 9 Castlereagh Street, Sydney
Facsimile (02) 9229 9009
Attention: Securitisation National Manager
Name ZURICH CAPITAL MARKETS AUSTRALIA STRUCTURED FINANCE
PTY LTD ACN 095 300 500
Short form name ZCMA
Notice details Level 47, 2 Park Street, Sydney, New South Wales
Facsimile (02) 9033 3263
Attention: Managing Director, Structured Finance and
Senior Financial Officer
Name INTERSTAR SECURITIES (AUSTRALIA) PTY LTD ACN 087 271 109
Short form name INTERSTAR
Notice details Level 28, 367 Collins Street, Melbourne
Facsimile (03) 9621 2368
Attention: The Managing Director
BACKGROUND
A Perpetual is the trustee of each Trust.
B Perpetual, KPMG and Interstar have previously entered into the KPMG Backup
Servicer Agreement.
C The parties have agreed that, if Perpetual is entitled to remove
Interstar as Manager or Servicer in respect of a Trust, it shall
(subject to this agreement) appoint ZCMA as a replacement in lieu of
KPMG under the KPMG Backup Servicer Agreement.
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AGREED TERMS
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1. DEFINED TERMS & INTERPRETATION
1.1 DEFINED TERMS
In this document the following definitions apply unless there is
something in the subject or context inconsistent therewith:
APPROVED CREDIT RATING AGENCY means each credit rating agency which has
issued a credit rating in relation to a Mortgage Backed Security.
BACKUP SERVICER FEE means the fee payable to ZCMA during the period of
appointment in relation to a Trust and being:
(a) such fee as agreed upon between ZCMA and Interstar from time to
time and notified by Interstar to Perpetual provided that, in
no case, shall such fee exceed the Manager's Fee which would
otherwise be payable in relation to that trust during the
period of appointment; or
(b) if no fee is agreed upon as referred to in paragraph (a) - the
Manager's Fee payable in relation to that Trust during a period
of appointment.
BACKUP SERVICER STANDBY FEE means:
(a) A$1.00 per annum; or
(b) such other fee as agreed upon from time to time between ZCMA
and Interstar and notified by Interstar to Perpetual.
BUSINESS DAY means any day, other than a Saturday, Sunday or public
holiday in Victoria or New South Wales, on which Banks are open for
business in both Melbourne and Sydney.
DATE OF APPOINTMENT means, in respect of a Trust, the date upon which
Perpetual appoints ZCMA as Manager or Servicer in respect of that Trust
under this agreement.
DISTRIBUTION DATE means, in relation to a Trust, any 'Distribution
Date' or 'Payment Date' (as defined in the Trust Deed establishing that
Trust) or other date on which income of that trust is required to be
distributed.
FUTURE TRUST means any trust or arrangement which:
(a) establishes a mortgage backed securities program in respect of
which Perpetual is the trustee or custodian and Interstar is
the Manager; and
(b) Perpetual, Interstar and ZCMA declare in writing to be a
'Future Trust' for the purposes of this agreement.
INSOLVENCY EVENT in relation to ZCMA means the happening of any of the
following events:
(a) an administrator of ZCMA is appointed;
(b) except for the purpose of a solvent reconstruction or
amalgamation:
(i) an application or an order is made, proceedings are
commenced, a resolution is passed or proposed in a
notice of meeting or an application to a court or other
steps (other than frivolous or vexatious applications,
proceedings, notices and steps) are taken for:
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(A) the winding up, dissolution or administration of
ZCMA; or
(B) ZCMA entering into an arrangement, compromise or
composition with or assignment for the benefit of
its creditors or a class of them; or
(ii) ZCMA ceases, suspends or threatens to cease or
suspend the conduct of all or substantially all of
its business or disposes of or threatens to dispose
of substantially all of its assets; or
(c) ZCMA is, or under applicable legislation is taken to be, unable
to pay its debts (other than as the result of a failure to pay
a debt or claim the subject of a good faith dispute) or stops
or suspends or threatens to stop or suspend payment of all or a
class of its debts);
(d) a receiver, receiver and manager or administrator is appointed
(by ZCMA or by any other person) to all or substantially all
of the assets and undertaking of ZCMA or any part thereof; or
(e) anything analogous to an event referred to in paragraphs (a)
to (d) (inclusive) or having substantially similar effect,
occurs with respect to ZCMA.
INTERSTAR RD25 MASTER TRUST means the Trust as established under the
Interstar RD25 Master Trust Deed.
INTERSTAR RD25 MASTER TRUST DEED means the Deed dated 19 June 1997 made
between Perpetual and ISS.
INVESTMENT MANAGEMENT AGREEMENT means:
(a) in relation to the Interstar RD25 Master Trust, the Investment
Management Agreement dated 19 June 1997 between Interstar and
Perpetual;
(b) in relation to any Millennium Trust, the Investment Management
Agreement dated 3 December 1999 between Interstar and
Perpetual; and
(c) in relation to a Future Trust, any agreement which Perpetual,
Interstar and ZCMA agree in writing to be an 'Investment
Management Agreement' for the purposes of this agreement.
KPMG means KPMG Corporate Finance (Aust) Pty Ltd.
KPMG BACKUP SERVICER AGREEMENT means the Agreement dated 19 May 1999
made between Perpetual, Interstar Securities Pty Ltd, KPMG and
Interstar.
MANAGER means 'the Manager' or 'Trust Manager' for the time being under
a Trust Deed (as each such term is defined in the relevant Trust Deed).
MANAGER'S FEE means, in relation to a Trust:
(a) the 'Manager's Fee' or 'Trust Manager's Fee' which is payable
from time to time under the Trust Deed establishing that
Trust; and
(b) any distribution on any 'Residual Income Unit' (as defined in
the relevant Trust Deed), or other beneficial interest in any
income, of that Trust.
MILLENNIUM TRUST means any trust constituted under or on the terms of
the Millennium Trust Deed and agreed by ZCMA and Interstar to be a
'Millennium Trust' for the purposes of this agreement, and includes:
(a) the Millennium Series 1999-1 Trust;
(b) the Millennium Series 2000-1 Trust;
(c) the Millennium Series 2000-2 Trust;
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(d) the Millennium Series 2000-3E Trust;
(e) the Millennium Series 2000-4P Trust;
(f) the Millennium Series 2000-5 Trust;
(g) the Millennium Series 2001-1C Trust;
(h) the Millennium Series 2001-2 Trust;
(i) the Millennium Series 2001-3 Trust; and
(j) each Warehouse Trust.
MILLENNIUM TRUST DEED means the Master Trust Deed dated 2 December 1999
between Interstar and Perpetual.
MORTGAGE BACKED SECURITY means any unit, note or other security or
financial instrument which has been issued or provided under any Trust
Deed.
NOTE means any 'Note' as defined in the Millennium Trust Deed.
NOTICE OF CREATION OF TRUST means each Notice of Creation of Trust (as
defined in the Millennium Trust Deed) creating a Millennium Trust.
PERIOD OF APPOINTMENT means, in respect of ZCMA's appointment as
Servicer or Manager for a Trust, the period commencing on and including
the relevant Date of Appointment in respect of that appointment for
that Trust and expiring on and including the date upon which ZCMA is
removed or retires as the Manager or Servicer (as the case may be) of
that Trust, or this agreement is terminated under clause 10.
PERSON includes a company, a body corporate, firm or body of persons.
SERVICER means, in relation to a Trust, the person appointed under the
Investment Management Agreement for that Trust to act as servicer
(however so called) in relation to assets of that Trust.
SERIES NOTICE means each Series Notice (as defined in the Millennium
Trust Deed) relating to a Millennium Trust.
SERVICING FEE means, in relation to a Trust, any servicing fee payable
to the Servicer for that Trust under the relevant Investment Management
Agreement.
SERVICER means, in relation to a Trust, the person appointed under the
Investment Management Agreement for that Trust to act as servicer
(however called) in relation to assets of that Trust.
TRUST means any of the following:
(a) the Interstar RD25 Master Trust;
(b) the Millennium Trusts; or
(c) a Future Trust.
TRUST DEED means any of the following:
(a) the Interstar RD25 Master Trust Deed;
(b) the Millennium Trust Deed;
(c) a Notice of Creation of Trust; or
(d) the deed or agreement establishing a Future Trust.
WAREHOUSE TRUST means any trust or arrangement which Perpetual,
Interstar and ZCMA declare in writing to be a 'Warehouse Trust' for the
purposes of this agreement.
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1.2 Words importing the singular number include the plural and vice versa.
1.3 The masculine gender includes the feminine and neuter genders and the
neuter gender includes masculine and feminine genders.
1.4 The headings of this agreement shall not affect the construction
thereof.
2. APPOINTMENT OF ZCMA
2.1 The parties agree that if Interstar retires or is removed as Manager or
Servicer or both of a Trust, Perpetual must (subject to clause 2.5)
promptly notify ZCMA of that retirement or removal and offer that
appointment to ZCMA.
2.2 If ZCMA receives a notice under clause 2.1, it must within 5 Business
Days of receipt of that notice advise Perpetual whether:
(a) it accepts that appointment; or
(b) it does not accept that appointment,
as Manager, Servicer or both (as the case may be) in respect of the
relevant Trust. If a notice under clause 2.1 relates to the removal of
Interstar as both Manager and Servicer of a Trust, ZCMA may accept
appointment as either or both Manager and Servicer of that Trust, in
its absolute discretion. ZCMA is not obliged to accept an appointment
offered to it by Perpetual under clause 2.1.
2.3 If ZCMA advises Perpetual under clause 2.2(b) that it does not accept
appointment as Manager and/or Servicer in respect of the relevant
Trust, Perpetual may (subject to the relevant Trust Deed and other
documents relating to the relevant Trust) appoint any other person as
Manager and/or Servicer in respect of the relevant Trust (including
KPMG under the KPMG Backup Servicer Agreement).
2.4 If ZCMA advises Perpetual under clause 2.2(a) that it accepts
appointment as Manager and/or Servicer in respect of the relevant
Trust, then ZCMA will act as the Manager and/or Servicer (as the case
may be) of that Trust for the period from the Date of Appointment for
that Trust until the date upon which ZCMA retires or is removed as the
Manager and/or Servicer (as the case may be) in accordance with this
agreement.
2.5 Perpetual must not appoint ZCMA as the new Manager and/or Servicer of a
Trust unless:
(a) where that Trust has an Approved Credit Rating Agency, each
such Approved Credit Rating Agency has confirmed in writing to
Perpetual that such appointment will not have an adverse
effect upon the credit rating issued by that Approved Credit
Rating Agency in relation to any Mortgage Backed Securities
issued by that Trust; or
(b) where that Trust is a Warehouse Trust, the appointment would
not cause an event of default or acceleration or termination
event (however called) under or in relation to any relevant
financial accommodation (actual or contingent) provided to the
Trustee as trustee of that Trust;
(c) in the case of an appointment of ZCMA as Manager, Perpetual is
of the opinion that:
(i) the appointment of ZCMA as Manager will not
materially prejudice the interests of the holders of
Mortgage Backed Securities issued by that Trust; and
(ii) ZCMA is a suitably qualified party to act as Manager.
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2.6 Notwithstanding the Trust Deed, Series Notice or Investment Management
Agreement for a Trust, if ZCMA is appointed as Manager or Servicer of
that Trust, ZCMA may delegate all or any of its obligations as Manager
or Servicer (as the case may be) to any person, provided that ZCMA will
remain liable for the acts and omissions of such delegates.
2.7 In consideration of Perpetual entering into this agreement, ZCMA agrees
to pay Perpetual a once only fee of $200.
3. ZCMA TO OBSERVE PROVISIONS
3.1 Upon the appointment of ZCMA as:
(a) Manager of a Trust, ZCMA shall be bound by and observe and
administer the rights, obligations and discretions conferred on
the Manager under the Trust Deed and, if relevant, the Series
Notice for that Trust as if ZCMA was named in that Trust Deed
and, if relevant, Series Notice as the original Manager and was
a party to that Trust Deed and, if relevant, Series Notice in
lieu of Interstar; or
(b) Servicer of a Trust, ZCMA shall be bound by and observe and
administer the rights, obligations and discretions conferred on
the Servicer under any Investment Management Agreement relating
to that Trust as if ZCMA was named in that Investment
Management Agreement as the original Servicer and was a party
to that Investment Management Agreement in lieu of Interstar.
3.2 In the case of the appointment of ZCMA as:
(a) Manager under:
(i) the Interstar RD25 Master Trust, ZCMA shall execute
any deed as required under clause 24(7) of the
Interstar RD25 Master Trust Deed; and
(ii) the Millennium Trusts, ZCMA shall execute any deed as
required under clause 19.8 of the Millennium Trust
Deed; or
(b) Servicer for a Trust, ZCMA shall execute any deed or agreement
required under the relevant Investment Management Agreement to
effect that appointment,
in each case at Interstar's cost or, failing payment by Interstar, at
the Trustee's cost (in its capacity as trustee of the relevant Trust,
and not in its personal capacity).
4. INTERSTAR AND PERPETUAL TO PROVIDE ACCOUNTS ETC TO ZCMA
Upon the appointment of ZCMA as Manager and/or Servicer of a Trust:
(a) Interstar shall immediately provide to ZCMA all accounts,
books, documents, records or other property whatsoever relating
to that Trust which are in Interstar's possession or control
and ZCMA shall be authorised to enter upon the premises of
Interstar for the purpose of inspecting or collecting such
accounts, books, documents or records and other property; and
(b) Perpetual shall promptly arrange for the preparation of and
provide to ZCMA such accounts or information in relation to
that Trust as reasonably required by ZCMA which are in
possession or control of Perpetual to enable ZCMA to fulfil its
duties, obligations and discretions as Manager and/or Servicer
(as the case may be) of that Trust.
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5. RETIREMENT OF ZCMA
ZCMA may retire as Manager and/or Servicer of a Trust at any time in
accordance with the relevant Trust Deed, Series Notice or Investment
Management Agreement for that Trust (as the case may be).
6. REMOVAL OF ZCMA AS MANAGER
The Trustee may only remove ZCMA as Manager of a Trust in accordance
with those provisions of the Trust Deed or that Trust which entitle
Perpetual to remove a Manager.
7. INFORMATION ETC TO BE PROVIDED TO ZCMA PRIOR TO DATE OF APPOINTMENT
Prior to the Date of Appointment in respect of a Trust, Interstar
shall:
(a) promptly provide to ZCMA all information (including copies of
all books, records and accounts) in relation to that Trust as
reasonably required by ZCMA from time to time to assist ZCMA in
becoming or remaining familiar with the systems, procedures and
management of that Trust;
(b) upon reasonable notice, make all senior management staff of
Interstar available for interview by ZCMA on matters associated
with systems, procedures and management of that Trust; and
(c) include ZCMA or an officer of ZCMA as an authorised signatory
to obtain access to any safety deposit facility of Interstar in
which backup computer data files in relation to that Trust are
stored.
8. BACKUP SERVICER STANDBY FEE
8.1 In consideration of ZCMA agreeing to make itself available to act as
Manager and/or Servicer of each Trust, Interstar shall, during the
period prior to the Date of Appointment in relation to a Trust, pay to
ZCMA the Backup Servicer Standby Fee applicable for that Trust.
8.2 The Backup Servicer Standby Fee shall be due and payable by Interstar
to ZCMA on 31 December in each year or at such other times as agreed
upon from time to time between Interstar and ZCMA and notified to
Perpetual.
8.3 In the event of Interstar failing to pay to ZCMA a Backup Servicer
Standby Fee for a Trust on the due date for payment then, subject to
ZCMA giving written notice to Perpetual:
(a) that the Backup Servicer Standby Fee has not been paid on the
due date; and
(b) of the amount of the outstanding Backup Servicer Standby Fee,
Perpetual shall deduct such outstanding amount from the next Manager's
Fee otherwise payable to Interstar in respect of that Trust and pay
that outstanding amount to ZCMA.
8.4 In the event of ZCMA having been appointed as Manager and/or Servicer
to only one or more (but not all) of the Trusts then ZCMA shall still
be entitled to receive a Backup Servicer Standby Fee in relation to the
Trust or Trusts in respect of which ZCMA has not yet been appointed as
a Manager (as the case may be).
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9. BACKUP SERVICER FEE
In consideration of ZCMA acting as:
(a) Manager of a Trust during the Period of Appointment in respect
of that Trust, Perpetual shall, on each Distribution Date for
that Trust, pay the amount of the Backup Servicer Fee then
payable to ZCMA in respect of that Trust by way of deducting
that amount from the Manager's Fee payable on that Distribution
Date; and
(b) Servicer of a Trust, Perpetual shall pay the Servicer Fee for
that Trust to ZCMA.
10. TERMINATION OF THIS AGREEMENT
(a) This agreement may be terminated at any time prior to the Date
of Appointment for any Trust by ZCMA giving written notice to
that effect to Interstar and Perpetual.
(b) On termination of this agreement:
(i) Interstar shall pay any outstanding Backup Servicer
Standby Fee to ZCMA for the period until the date of
termination; and
(ii) on the date of termination, ZCMA shall return to
Perpetual and Interstar all books, records, accounts
and other information of whatever nature held by ZCMA
in relation to the Trust.
11. POWER OF ATTORNEY
11.1 For the purposes of enabling ZCMA more readily to exercise its rights
and powers under this agreement, Interstar hereby appoints ZCMA and
each Director and Secretary of ZCMA severally as and to be the true and
lawful attorney of Interstar and on Interstar's behalf and in
Interstar's name or otherwise to:
(a) execute all such documents; and
(b) do all such acts and things,
as Interstar may be bound hereunder to so execute or do or as may be
expedient or required by ZCMA for the full exercise of all or any of
the rights or remedies of ZCMA under this agreement or for achieving
the objective set out in this agreement or for carrying into effect,
completing or facilitating anything done or proposed to be done by the
said attorney hereunder.
11.2 Interstar hereby ratifies and confirms and agrees to ratify and confirm
whatsoever the said attorney may so execute or do.
11.3 Until this agreement is terminated, the powers conferred by this clause
shall be irrevocable.
12. NOTICES
12.1 All notices or other communications required to be given or served upon
any party hereunder ('Recipient') shall, subject as hereinafter
provided, be in writing and delivered, transmitted by facsimile or sent
by registered or certified mail to the following addresses:
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(a) if to Perpetual to it at:
Attention: Securitisation National Manager
Perpetual Trustees Victoria Ltd
Address: Level 7, 9 Castlereagh StreetSydney 2000
Facsimile: (02) 9229 9009
(b) if to Interstar to it at:
Attention: The Managing Director
Interstar Securities (Australia) Pty Ltd
Address: Level 28, 367 Collins Street, Melbourne
3000
Facsimile: (03) 9621 2368
(c) if to ZCMA to it at:
Attention: Managing Director, Structured Finance and
Senior Financial Officer
Zurich Capital Markets Australia Structured
Finance Pty Ltd
Address: Level 47, 2 Park Street, Sydney, New South
Wales
Facsimile: (02) 9033 3263
or at such other address or facsimile number or marked for the
attention of such other person as may from time to time be notified in
writing by one party to the other.
12.2 Notices given by facsimile shall be deemed to have been served if the
transmission report states that it was sent in full and without error
to the facsimile number of the recipient. Any notice forwarded by mail
shall only be deemed to have been validly given upon the actual receipt
of that notice by the Recipient.
13. CONFIDENTIALITY
ZCMA agrees for itself, its servants and agents (including its legal
representatives) that the terms and substance of this agreement and all
matters associated with and relating to this agreement and the Trust
shall be confidential and not be disclosed to any other Person under
any circumstances whatsoever without the written consent of Interstar
first had and obtained save for such disclosure:
(a) as may be required by law or any administrative guideline,
directive, request or policy whether or not having the force of
law, and the observance of which is in accordance with the
practice of responsible persons similarly situated;
(b) to the legal counsel, auditors, accountants and other
professional advisers of ZCMA;
(c) to the Australian Taxation Office;
(d) in any legal proceedings arising out of or in connection with
this agreement; and
(e) if the information is generally and publicly available,
otherwise than as a result of a failure to observe obligations
under this clause 13.
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14. SEVERABILITY
If any provision or provisions of this agreement are held to be
invalid, illegal or unenforceable for any reason whatsoever including,
without limitation, any breach or infringement of the Trade Practices
Act 1974 as amended, then such provision, provisions or part thereof as
is invalid, illegal or unenforceable shall be severed but the validity,
legality and enforceability of the remaining provisions shall not in
any way be effected or impaired thereby and this agreement shall be
construed without reference to such severed parts or provisions.
15. AMENDMENT TO THIS AGREEMENT
Perpetual, Interstar and ZCMA may, by an agreement in writing
supplemental hereto and with the written consent of each Approved
Credit Rating Agency, amend, vary or add to this agreement.
16. APPROPRIATE LAW
This agreement shall be construed in accordance with and governed by
the law of the State of Victoria and the parties hereto submit to the
jurisdiction of the Victorian Courts including all courts of appeal
therefrom.
17. MISCELLANEOUS
17.1 Each party hereby undertakes to sign and execute and do and perform all
such other documents, instruments, writings, acts, matters and things
as may be necessary or desirable to give effect to this agreement.
17.2 No waiver by any party of any default or strict or literal performance
of or compliance with any provision or requirement herein contained
shall be deemed to be a waiver of strict and literal performance of and
compliance with any other provisions, term, condition or requirement
herein contained nor to be a waiver of or in any manner a release of
any party from strict compliance with any provision, term or
requirement in the future. Nor shall any delay or omission of any party
to exercise any right hereunder in any matter impair the exercise of
any right accruing to it thereafter.
17.3 Nothing herein contained shall be deemed or construed by the parties
hereto or by any other persons creating the relationship of partnership
or of principal and agent.
17.4 None of the terms and conditions or any act, matter or thing done under
or by virtue of or in connection with this agreement shall operate as a
merger of any of the rights and remedies of the parties in or under
this agreement but such rights and remedies shall, at all times,
continue in full force an effect.
18. PERPETUAL'S LIMITATION OF LIABILITY
(a) Perpetual enters into this agreement only in its capacity as
trustee of each Trust and in no other capacity. A liability
arising under or in connection with this agreement is limited
to and can be enforced against Perpetual only to the extent to
which it can be satisfied out of property of the relevant Trust
out of which Perpetual is actually indemnified for the
liability. This limitation of Perpetual's liability applies
despite any other provision of this agreement and extends to
all liabilities and obligations of Perpetual in any way
connected with any representation, warranty, conduct, omission,
agreement or transaction related to this agreement.
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(b) The parties, other than Perpetual, may not sue Perpetual in any
capacity other than as trustee of the relevant Trust, including
seek the appointment of a receiver (except in relation to
property of the Trust) a liquidator, an administrator or any
similar person to Perpetual or prove in any liquidation,
administration or arrangement of or affecting Perpetual (except
in relation to property of the Trust).
(c) The provisions of this clause 18 shall not apply to any
obligation or liability of Perpetual to the extent that it is
not satisfied because, under the trust deeds establishing the
Trusts or by operation of law, there is a reduction in the
extent of Perpetual's indemnification out of the assets of the
Trusts as a result of Perpetual's fraud, negligence or breach
of trust. For these purposes, it is agreed that Perpetual
cannot be regarded as being fraudulent, negligent or in breach
of trust to the extent to which any failure by Perpetual to
satisfy its obligations under this agreement has been caused
or contributed to by a failure by the Manager or any other
person to fulfil its obligations in relation to the Trusts or
any other act or omission of that Manager or any other person.
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SIGNING PAGE
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EXECUTED as an agreement
Signed in my presence of and on behalf of PERPETUAL )
TRUSTEES VICTORIA LTD by its Attorneys )
)
)
and )
)
)
who are personally known to me and each of whom declares )
that he/she has been duly appointed by the Board of )
Directors of that company as an Attorney of the company )
for the purposes of the Power of Attorney )
dated )
and he/she has no notice of revocation of his/her powers )
thereunder )
)
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Signature of Witness --------------------------------------
Signature of Attorney
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Full name of Witness --------------------------------------
Signature of Attorney
THE COMMON SEAL of INTERSTAR SECURITIES (AUSTRALIA) PTY LTD is fixed to this
document in accordance with its constitution in the presence of
<--- <---
- ----------------------------------- ------------------------------------------
Signature of director Signature of director/company secretary
(Please delete as applicable)
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Name of director (print) Name of director/company secretary (print)
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THE COMMON SEAL of ZURICH CAPITAL MARKETS AUSTRALIA STRUCTURED FINANCE PTY LTD
is duly affixed and witnessed by
<--- <---
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Signature of director Signature of director/company secretary
(Please delete as applicable)
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Full name (print) Full name (print)
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Usual address (print) Usual address (print)
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