Exhibit 4.3
Form of Supplementary Bond Terms Notice - Class A Notes and Class B Notes
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PERPETUAL LIMITED
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ME PORTFOLIO MANAGEMENT LIMITED
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PERPETUAL TRUSTEE COMPANY LIMITED
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THE BANK OF NEW YORK
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SUPPLEMENTARY BOND
TERMS NOTICE: SMHL
GLOBAL FUND [ ]-[ ] -
CLASS A NOTES AND
CLASS B NOTES
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TABLE OF CONTENTS
▇▇▇▇▇ Page
1 FUNCTION 1
2 DEFINITIONS AND INTERPRETATION 1
2.1 Definitions 1
2.2 Incorporation of Master Trust Deed Definitions 20
2.3 Interpretation 20
2.4 Payments 20
2.5 Acknowledgment 20
3 NOTES 20
3.1 Conditions of Notes 20
3.2 Issue of Notes 20
3.3 Trustee's covenant to Noteholders and the Note Trustee 21
3.4 Final redemption 21
3.5 Period during which interest accrues 22
3.6 Calculation of interest 22
3.7 Aggregate receipts 23
3.8 Application of Principal Repayment Pool 23
3.9 Repayment of Principal 23
3.10 Final Maturity Date 23
3.11 Reduction in Principal balance 24
3.12 Cancellation on repayment 24
3.13 [Payments into Euro Account] 24
3.14 [Payments out of Euro Account] 24
3.15 Payments into US$ Account 24
3.16 Payments out of US$ Account 24
3.17 Rounding of amounts 25
3.18 Prescription 25
3.19 Replacement of Currency Swap 25
3.20 Realised Losses on Mortgages 26
4 NOTES CALLABLE AT OPTION OF TRUSTEE 28
4.1 Call - Class A Notes 28
4.2 Tax event 29
4.3 Call - Class B Notes 29
5 CASH-COLLATERAL 30
5.1 Cash Collateral Account 30
5.2 Initial Cash Collateral and Liquidity Notes 30
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
5.3 Investment of Cash Collateral 30
5.4 Use of Cash Collateral 30
5.5 Surplus Cash Collateral 31
6 DISTRIBUTION OF COLLECTIONS 31
6.1 Distribution of Interest Collections 31
6.2 Distribution of Principal Collections 37
6.3 Rights of Liquidity Noteholder 43
6.4 Funding Loan Redraw Facilities 44
6.5 Funding Top-up Loans 44
6.6 Payment of Charge Offs 44
7 SUBSTITUTION OF MORTGAGES 44
7.1 Purchase of Substitute Mortgages 44
8 NOTIFICATIONS OF CALCULATIONS 46
9 AMENDMENTS TO MASTER TRUST DEED 46
10 RATING AGENCY REQUIREMENTS 60
10.1 Designated Rating Agencies 60
10.2 Designated Ratings 60
10.3 Minimum Rating Requirements 60
10.4 Banks 60
10.5 Notifications to Designated Rating Agencies 60
10.6 No other Requirements 61
10.7 Loan Facilities 61
10.8 Top-up Loans 61
11 THRESHOLD RATE 62
12 BENEFICIARIES 63
13 NOTE TRUSTEE 63
13.1 Capacity 63
13.2 Exercise of rights 63
13.3 Representation and warranty 64
13.4 Payments 64
14 SECURITY TRUST DEED 64
14.1 Compliance with Security Trust Deed 64
14.2 Limitation of Liability of Security Trustee 64
15 MISCELLANEOUS 64
15.1 Banking Day 64
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
15.2 Provisions of the Master Trust Deed to apply 64
15.3 Limitation of Liability - Trustee 64
15.4 Aggregate Outstanding Principal Balance of Notes 65
15.5 Attorney 65
15.6 Know Your Customer 65
15.7 Compliance with Regulation AB 65
15.8 Direction of claims by the Manager 70
15.9 Direction of defence of claims 71
15.10 [Details on Register conclusive] 71
16 PRIVACY 72
SCHEDULE 1 - SUPPLEMENTARY BOND TERMS NOTICE: SMHL GLOBAL FUND [ ]-[ ] -
LIQUIDITY NOTES 75
SCHEDULE A - REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB
SERVICING CRITERIA 88
SCHEDULE B - SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
COMPLIANCE 89
SCHEDULE 2 - REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB
SERVICING CRITERIA 93
SCHEDULE 3 - SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
COMPLIANCE 94
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
DATE [ ]
TO: PERPETUAL LIMITED
ABN 86 ▇▇▇ ▇▇▇ ▇▇▇
as trustee of the SMHL Global Fund [ ]-[ ]
(TRUSTEE)
FROM: ME PORTFOLIO MANAGEMENT LIMITED
ABN 79 005 964 134
as manager of the SMHL Global Fund [ ]-[ ]
(MANAGER)
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1 FUNCTION
This Supplementary Bond Terms Notice:
(a) accompanies a Securitisation Fund Bond Issue Direction dated [
], as the same may be amended from time to time, in relation
to a proposed issue of Notes by the Trustee;
(b) sets out the Supplementary Bond Terms for the classes of Notes
named in the Bond Issue Direction as "Class A[ ] Notes"[,]
["Class A[ ] Notes",] ["Class A[ ] Notes"] and "Class B
Notes"; and
(c) shall be entered into the Register by the Trustee pursuant to
clause 23.1(f) of the Master Trust Deed.
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2 DEFINITIONS AND INTERPRETATION
2.1 DEFINITIONS
In this Supplementary Bond Terms Notice (including clause 1) and in
respect of the Securitisation Fund and the Master Trust Deed the
following definitions apply, unless the context indicates a contrary
intention:
A$ CLASS A INTEREST AMOUNT means, for any Payment Date in relation
to a Confirmation for Class A Offered Notes, the amount in
Australian dollars which is calculated:
(a) on a daily basis at the applicable rate set out in that
Confirmation (being AUD-BBR-BBSW, as defined in the ISDA
Definitions, as at the first day of the Interest Period ending
on (but excluding) that Payment Date with a designated
maturity of 90 days (or in the case of the first Interest
Period, the rate will be determined by linear interpolation
calculated by reference to the duration of that first Interest
Period) plus the relevant Spread);
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(b) on the A$ Equivalent of the aggregate of the Invested Amount
of those Class A Offered Notes as at the first day of the
Interest Period ending on (but excluding) that Payment Date;
and
(c) on the basis of the actual number of days in that Interest
Period and a year of 365 days.
A$ EQUIVALENT means:
(a) in relation to an amount denominated or to be denominated in
US$, the amount converted to (and denominated in) A$ at the A$
Exchange Rate;
(b) [in relation to an amount denominated or to be denominated in
(euro), the amounts converted to (and denominated in) A$ at
the A$ Exchange Rate;] or
(c) in relation to an amount denominated in A$, the amount of A$.
A$ EXCHANGE RATE means, on any date:
(a) [in respect of (euro) - the rate of exchange (set as at the
commencement of the Euro Currency Swap) applicable under the
Euro Currency Swap for the exchange of Euros for Dollars;]
[and]
(b) in respect of US$ - the rate of exchange (set as at the
commencement of the US Currency Swap) applicable under the US
Currency Swap for the exchange of United States Dollars for
Dollars.
AUTHORISED SIGNATORY means:
(a) in relation to the Note Trustee, any duly authorised officer
of the Note Trustee and any other duly authorised person of
the Note Trustee;
(b) in relation to the Principal Paying Agent, any duly authorised
officer of the Principal Paying Agent and any other duly
authorised person of the Principal Paying Agent; and
(c) in relation to the Calculation Agent, any duly authorised
officer of the Calculation Agent and any other duly authorised
person of the Calculation Agent.
BANK means:
(a) for the purposes of the definition of Banking Day and the
definition of US$ Account [and Euro Account]:
(1) a corporation authorised under the Banking Act 1959
(Cth) to carry on general banking business in Australia
or a corporation formed or incorporated under any Act of
the Parliament of an Australian Jurisdiction to carry on
the general business of banking;
(2) a person authorised under the Banking Act 1987 (UK) to
carry on a deposit taking business; or
(3) a banking institution or trust company organised or
doing business under the laws of the United States of
America or any of its states; and
(b) in any other case, a corporation authorised under the Banking
Act 1959 (Cth) to carry on general banking business in
Australia or a corporation
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
formed or incorporated under an Act of the Parliament of an
Australian Jurisdiction to carry on the general business of
banking.
BANKING DAY means any day (other than a Saturday, Sunday or public
holiday) on which banks are open for business in [London,] New York,
Sydney and Melbourne [and which is a TARGET Settlement Day].
BENCHMARK RATE in relation to an Interest Period means the rate
expressed as a percentage per annum calculated by taking the rates
appearing on the Reuters Screen page BBSW at approximately 10.10 am
Sydney time on (subject to this definition) the first Banking Day of
that Interest Period for each Bank so quoting (being no fewer than
5) as being the mean buying and selling rate for a bill of exchange
of the type specified for the purpose of quoting on the Reuters
Screen page BBSW and having a tenor closest to the term of that
Interest Period, eliminating the highest and lowest mean rates and
taking the average of the remaining mean rates and then (if
necessary) rounding the resultant figure upwards to 4 decimal places
(or, in the case of the first Interest Period, the rate will be
determined by linear interpolation calculated by reference to the
duration of the first Interest Period). If fewer than 5 Banks quote
on the Reuters Screen page BBSW the Benchmark Rate for that Interest
Period shall be calculated as above by taking the rates otherwise
quoted by 5 Banks or 5 institutions otherwise authorised to quote
rates on the Reuters Screen page BBSW at or about 10.10 am (Sydney
time) for a bill of exchange having a tenor closest to the term of
that Interest Period, on application by the Manager for such a bill
of the same tenor (or, in the case of the first Interest Period, the
rate will be determined by linear interpolation calculated by
reference to the duration of the first Interest Period). If a rate
cannot be determined in accordance with the foregoing procedures,
then the Benchmark Rate shall mean such rate as is specified in good
faith by the Manager at or around that time on that date, having
regard, to the extent possible, to comparable indices then available
as to the rates otherwise bid and offered for such bills of that
tenor around that time.
BENEFICIARIES means, in relation to the Fund, the Residual Capital
Unitholder and the Income Unitholder. BOND ISSUE DIRECTION means the
Securitisation Fund Bond Issue Direction referred to in clause 1(a).
BOND ISSUE DIRECTION means the Securitisation Fund Bond Issue
Direction referred to in clause 1(a).
BOOK-ENTRY NOTE means:
(a) a Class A[ ] Book-Entry Note; [or]
(b) [a Class A[ ] Book-Entry Note].
CALCULATION AGENT has the same meaning as in the Note Trust Deed.
CALCULATION PERIOD means a Monthly Calculation Period or a Quarterly
Calculation Period.
CARRY OVER CLASS A CHARGE OFFS means, at any Cut-Off, in relation to
a Class A Note, the aggregate of Class A Charge Offs in relation to
that Class A Note prior to that Cut-Off which have not been
reinstated under clauses 6.1(a)(11), 6.1(a)(12), 6.1(c)(11) or
6.1(c)(12).
CARRY OVER CLASS B CHARGE OFFS means, at any Cut-Off, in relation to
a Class B Note, the aggregate of Class B Charge Offs in relation to
that Class B Note prior
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
to that Cut-Off which have not been reinstated under clauses
6.1(a)(13) or 6.1(c)(13).
CARRY OVER REDRAW CHARGE OFFS means, at any Cut-Off, in relation to
a Redraw Funding Facility, the aggregate Redraw Charge Offs in
relation to that Redraw Funding Facility prior to that Cut-Off which
have not been reinstated under clauses 6.1(a)(11), 6.1(a)(12),
6.1(c)(11) or 6.1(c)(12).
CARRY OVER TOP-UP CHARGE OFFS means, at any Cut-Off, in relation to
a Top-up Funding Facility, the aggregate Top-up Charge Offs in
relation to that Top-up Funding Facility prior to that Cut-Off which
have not been reinstated under clauses 6.1(a)(11), 6.1(a)(12),
6.1(c)(11) or 6.1(c)(12).
CASH COLLATERAL means, at any time, the balance of the Cash
Collateral Account at that time.
CASH COLLATERAL ACCOUNT means the ledger account established and
maintained by the Manager in accordance with clause 5.
CHARGE has the same meaning as in the Security Trust Deed.
CHARGED PROPERTY has the same meaning as in the Security Trust Deed.
CLASS includes each class constituted by the Class A Notes and the
Class B Notes.
CLASS A CHARGE OFFS means, in relation to a Class A Note, the amount
of any reduction in the Outstanding Principal Balance of that Class
A Note under clauses 3.20(a)(2)(A) and 3.20(b)(2)(A).
CLASS A INTEREST means:
(a) [all Class A[ ] Interest;] [and]
(b) all interest accrued on the Class A Offered Notes in respect
of an Interest Period in accordance with clause 3.6.
CLASS A NOTE means a Class A Offered Note [or] [a Class A[ ] Note].
CLASS A NOTEHOLDER means a Noteholder of a Class A Note.
CLASS A OFFERED NOTE means a Class A[ ] Note [or] [a Class A[ ]
Note].
CLASS A OFFERED NOTEHOLDER means a Noteholder of a Class A Offered
Note.
CLASS A OUTSTANDING PRINCIPAL BALANCE means, in relation to a Class
A Note, the Outstanding Principal Balance of the Class A Note.
CLASS A[ ] BOOK-ENTRY NOTE means a book-entry note issued or to be
issued by the Trustee in registered form under clause 3.1 of the
Note Trust Deed representing Class A[ ] Notes and substantially in
the form of part A of schedule 1 to the Note Trust Deed.
CLASS A[ ] DEFINITIVE NOTE means a note in definitive form (which
must be in registered form) issued or to be issued in respect of any
Class A[ ] Note under, and in the circumstances specified in, clause
3.3 of the Note Trust Deed, and includes any replacement for a Class
A[ ] Definitive Note issued under Condition 11.
CLASS A[ ] NOTE means a Note issued as a Class A[ ] Note by the
Trustee with the characteristics of a Class A[ ] Note under this
Supplementary Bond Terms Notice and the Bond Issue Direction and
includes any relevant Book-Entry Note (or any part or interest in)
and any relevant Definitive Note.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
[CLASS A[ ] BOOK ENTRY NOTE means a means a book-entry note issued
or to be issued by the Trustee in registered form under clause 3.1
of the Note Trust Deed representing Class A[ ] Notes and
substantially in the form of part B of schedule 1 to the Note Trust
Deed.]
[CLASS A[ ] DEFINITIVE NOTE means a note in definitive form (which
must be in registered form) issued or to be issued in respect of any
Class A[ ] Note under, and in the circumstances specified in, clause
3.4 of the Note Trust Deed, and includes any replacement for a Class
A[ ] Definitive Note issued under Condition 11.]
[CLASS A[ ] NOTE means a Note issued as a Class A[ ] Note by the
Trustee with the characteristics of a Class A[ ] Note under this
Supplementary Bond Terms Notice and the Bond Issue Direction and
includes any relevant Book-Entry Note (or any part or interest in)
and any relevant Definitive Note.]
[CLASS A[ ] INTEREST means all interest accrued on the Class A[ ]
Notes in respect of an Interest Period in accordance with clause
3.6.]
[CLASS A[ ] IRISH PAYING AGENT means AIB/BNY Fund Management
(Ireland) Limited or any successor as Class A[ ] Irish Paying Agent
under the Note Trust Deed.]
[CLASS A[ ] NOTE means a Note issued as a Class A[ ] Note by the
Trustee with the characteristics of a Class A[ ] Note under this
Supplementary Bond Terms Notice and the Bond Issue Direction.]
[CLASS A[ ] NOTEHOLDER means a Noteholder of a Class A[ ] Note.]
CLASS B CHARGE OFFS means in relation to a Class B Note, the amount
of any reduction in the Outstanding Principal Balance of that Class
B Note under clause 3.20(a)(1) and 3.20(b)(1).
CLASS B INTEREST means all interest accrued on the Class B Notes in
respect of an Interest Period in accordance with clause 3.6.
CLASS B NOTE means a Note issued as a Class B Note by the Trustee
with the characteristics of a Class B Note under this Supplementary
Bond Terms Notice and the Bond Issue Direction.
CLASS B NOTEHOLDER means a Noteholder of a Class B Note.
CLEARING AGENCY means:
(a) in relation to the Class A[ ] Notes, DTC, an organisation
registered as a clearing agency pursuant to Section 17A of the
Exchange Act and appointed by the Manager and the Trustee to
hold the Class A[ ] Notes (directly or through a Common
Depository);
(b) [in relation to the Class A[ ] Notes, Euroclear or
Clearstream, Luxembourg (directly or through a Common
Depository);] [and]
(c) [in relation to the Class A[ ] Notes, Euroclear, Clearstream,
Luxembourg or Austraclear.]
CLOSING DATE means the Bond Issue Date in relation to the Notes and
is, in relation to the Securitisation Fund, [ ] or such
later date as may be agreed between the Trustee and the Manager.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
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COLLECTIONS means, subject to clause 3.17, in relation to each
Calculation Period, the aggregate of all moneys received by or on
behalf of the Trustee or, in respect of amounts under clause 5.4 and
clause 3(b)(1) of the Payment Funding Facility, which are to be
applied towards Collections, in respect of the Securitisation Fund
during that Calculation Period including:
(a) payments of interest, principal, fees and other amounts under
the Loans;
(b) proceeds from the enforcement of the Loans;
(c) amounts received under the Relevant Mortgage Insurance
Policies;
(d) amounts recovered from losses on Loans not previously
received;
(e) amounts received from the Mortgage Manager for breaches of
representations or undertakings which have not been designated
by the Manager as Suspended Moneys;
(f) any interest income received during that Calculation Period in
respect of Authorised Investments not being funds credited to
the Cash Collateral Account or received under the Payment
Funding Facility;
(g) any amounts received on termination of an Interest Hedge or
Currency Swap following default by the Interest Hedge Provider
or a Currency Swap Provider respectively;
(h) amounts (if any) held as collateral against default under an
Interest Hedge or Currency Swap following a default by the
Interest Hedge Provider or a Currency Swap Provider
respectively;
(i) with respect to a Monthly Calculation Period and in respect of
which the Monthly Payment Date immediately following that
Monthly Calculation Period is also a Monthly Payment Date (but
not a Quarterly Payment Date), any amounts retained in the
bank account for the Securitisation Fund or invested in
Authorised Investments on any preceding Monthly Payment Date
since the last Quarterly Payment Date (but which is not a
Quarterly Payment Date) for application pursuant to clauses
6.1(a)(7) to 6.1(a)(15) inclusive on that Monthly Payment Date
to each relevant party in accordance with clause 6.1(a); and
(j) with respect to a Monthly Calculation Period and in respect of
which the Monthly Payment Date immediately following that
Monthly Calculation Period is also a Quarterly Payment Date,
any amounts retained in the bank account for the
Securitisation Fund or invested in Authorised Investments on
the two immediately preceding Monthly Payment Dates for
application pursuant to clauses 6.1(a)(6) to 6.1(a)(15)
inclusive on that Quarterly Payment Date to each relevant
party in accordance with clause 6.1(c),
but excluding:
(k) receipts (whether of an income nature or, upon sale or
maturity, of a capital nature) in respect of Authorised
Investments comprised in the Cash Collateral Account;
(l) receipts which the Trustee is obliged to pay to a Relevant
Mortgage Insurer under a Relevant Mortgage Insurance Policy;
(m) receipts under any Redraw Funding Facility or Top-Up Funding
Facility;
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(n) receipts under or arising from any drawing under any Payment
Funding Facility;
(o) to the extent that the Interest Hedge Provider has not
defaulted under the relevant Interest Hedge, receipts from an
Interest Hedge Provider which, as a consequence of a downgrade
or withdrawal of the rating of the Interest Hedge Provider by
a Designated Rating Agency, have been provided to the Trustee
as collateral against default by the Interest Hedge Provider
under the relevant Interest Hedge;
(p) to the extent that a Currency Swap Provider has not defaulted
under the relevant Currency Swap, receipts from a Currency
Swap Provider which, as a consequence of a downgrade or
withdrawal of the rating of the Currency Swap Provider by a
Designated Rating Agency, have been provided to the Trustee as
collateral against default by the Currency Swap Provider under
the relevant Currency Swap; and
(q) receipts that have been designated by the Manager as Suspended
Moneys.
COMMISSION means the United States Securities and Exchange
Commission.
COMMON DEPOSITORY means:
(a) in respect of Class A[ ] Notes, Cede & Co, as nominee for DTC,
or any other common depository for any Clearing Agency in
respect of the Class A[ ] Notes appointed from time to time to
hold any Class A[ ] Book-Entry Note; and
(b) [in respect of Class A[ ] Notes, The Bank of New York or its
nominee, as nominee for Euroclear or Clearstream, Luxembourg,
or any other common depository for any Clearing Agency in
respect of the Class A[ ] Notes appointed from time to time to
hold any Class A[ ] Book-Entry Note.]
CONDITIONS means:
(a) the Conditions for the Class A[ ] Notes in the form set out in
part A of schedule 4 to the Note Trust Deed (but, so long as
the Class A[ ] Notes are represented by Class A[ ] Book-Entry
Notes, with the deletion of any provisions which are
applicable only to the Class A[ ] Definitive Notes), as the
same may from time to time be modified in accordance with this
Supplementary Bond Terms Notice and the Note Trust Deed; [and]
(b) [the Conditions for the Class A[ ] Notes in the form set out
in part B of schedule 4 to the Note Trust Deed (but, so long
as the Class A[ ] Notes are represented by Class A[ ]
Book-Entry Notes, with the deletion of any provisions which
are applicable only to the Class A[ ] Definitive Notes), as
the same may from time to time be modified in accordance with
this Supplementary Bond Terms Notice and the Note Trust Deed.]
Any reference in this Supplementary Bond Terms Notice to a
particular numbered Condition shall be construed accordingly.
CONFIRMATION means, in respect of a Currency Swap, any Confirmation
(as defined in the Currency Swap).
CORPORATIONS ACT means the Corporations Act 2001 (Cth).
CURRENCY SWAP means the US Currency Swap [and] [the Euro Currency
Swap].
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
CURRENCY SWAP PROVIDER means the US Currency Swap Provider [and]
[the Euro Currency Swap Provider].
CUT-OFF means each Monthly Cut-Off or Quarterly Cut-Off, as the
context requires.
CUT-OFF DATE means the close of business, [ ].
DEFINITIVE NOTE means a:
(a) a Class A[ ] Definitive Note; [or]
(b) [a Class A[ ] Definitive Note].
DESIGNATED RATING AGENCY means, [S&P or ▇▇▇▇▇'▇ or ▇▇▇▇▇ Ratings].
DTC means the Depository Trust Company.
ENCUMBRANCE means an interest or power:
(a) reserved in or over an interest in any asset including, but
not limited to, any retention of title; or
(b) created otherwise arising in or over any interest in any asset
under a bill of sale, mortgage, change, lien, pledge, trust or
power.
by way of, or having similar commercial effect to, security for the
payment of a debt, any other monetary obligation or the performance
of any other obligation, and includes but is not limited to, any
agreement to grant or create any of the above.
[EURIBOR means, in relation to any Interest Period and any Class A[
] Note, the rate of interest determined by the Calculation Agent as
follows:
(a) on the second Banking Day before the beginning of each
Interest Period (each an Interest Determination Date), the
rate "EUR-EURIBOR-Telerate" as the applicable Floating Rate
Option under the ISDA Definitions being the rate applicable to
any Interest Period for three-month (or, in the case of the
first Interest Period, the rate will be determined by linear
interpolation calculated by reference to the duration of the
first Interest Period) deposits in Euros which appears on the
Telerate Page 248 as of 11:00 a.m., Brussels time, determined
on the Interest Determination Date by the Calculation Agent;
(b) if such rate does not appear on the Telerate Page 248, the
rate for that Interest Period will be determined as if the
Trustee and the Calculation Agent had specified
"EUR-EURIBOR-Reference Banks" as the applicable Floating Rate
Option under the ISDA Definitions. "EUR-EURIBOR-Reference
Banks" means that the rate for an Interest Period will be
determined on the basis of the rates at which deposits in
Euros are offered by the Reference Banks (being four major
banks in the Euro-zone interbank market agreed to by the
Calculation Agent and the Euro Currency Swap Provider) at
approximately 11:00 a.m., Brussels time, on the Interest
Determination Date to prime banks in the Euro-zone interbank
market for a period of three months (or, in the case of the
first Interest Period, the rate will be determined by linear
interpolation calculated by reference to the duration of the
first Interest Period) commencing on the first day of the
Interest Period and in Representative Amount (as defined in
the ISDA Definitions). The Calculation Agent will request the
principal
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
Euro-zone office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are
provided, the rate for that Interest Period will be the
arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that
Interest Period will be the arithmetic mean of the rates
quoted by major banks in /the Euro-zone interbank market,
selected by the Calculation Agent and the Euro Currency Swap
Provider, at approximately 11:00 a.m., Brussels time, on that
Interest Determination Date for loans in Euros to leading
European banks for a period of three months (or, in the case
of the first Interest Period, the rate will be determined by
linear interpolation calculated by reference to the duration
of the first Interest Period) commencing on the first day of
the Interest Period and in a Representative ▇▇▇▇▇▇;
(c) if no such rates are available in the Euro-zone interbank
market, then the rate for such Interest Period will be the
most recently determined rate in accordance with this
paragraph.
In this definition of EURIBOR, Banking Day means any day which is a
TARGET Settlement Day.]
[EURO and (EURO) means the single currency introduced at the third
stage of the European Economic Monetary Union pursuant to the Treaty
establishing the European Community as amended.]
[EURO ACCOUNT means, in relation to the Fund, the Euro account of
the Principal Paying Agent for the Fund or any other account opened
and maintained outside Australia, of the Principal Paying Agent for
the Fund so long as the Principal Paying Agent is a Bank which
complies with clause 10.4(a).]
[EURO CURRENCY SWAP means the master agreement dated on or about the
date of this Supplementary Bond Terms Notice between the Trustee in
its capacity as trustee of the Securitisation Fund, the Manager and
the Euro Currency Swap Provider, on the terms of the ISDA Master
Agreement (with amendments thereto), each Transaction (as defined in
that agreement) entered into in accordance with that agreement under
which the Euro Currency Swap Provider agrees to pay certain amounts
in (euro) to the Trustee or at the Trustee's direction in exchange
for certain amounts in A$ or any other Hedge or similar terms which,
if entered into, will not result in the downgrading of, or
withdrawal of the ratings for, any Notes.]
[EURO CURRENCY SWAP PROVIDER means, initially, [ ]
and thereafter any other person who is or becomes party to a Euro
Currency Swap.]
[EURO EXCHANGE RATE means, on any date, the rate of exchange (set at
the commencement of the Euro Currency Swap) applicable under the
Euro Currency Swap for the exchange of Euros for Dollars.]
EXCHANGE ACT means the United States Securities Exchange Act of
1934.
FINAL INTEREST PERIOD ADJUSTMENT means, in relation to the last
Monthly Interest Period or the last Quarterly Interest Period, if
the Outstanding Principal Balance of any Note on the due date for
redemption is not zero and payment of principal due is improperly
withheld or refused, the final Interest Period ends on the day on
which:
(a) the monies in respect of that Note have been received by the
Note Trustee or the Principal Paying Agent and notice to that
effect has been given in accordance with the relevant
Condition; or
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page 9
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(b) the Outstanding Principal Balance of that Note has been
reduced to zero provided that interest will thereafter begin
to accrue from (and including) any date on which the Invested
Amount of the Notes becomes greater than zero.
FINAL MATURITY DATE means in respect of each Class the earlier of:
(1) for Class A Notes - [ ]; and
(2) for Class B Notes - [ ],
in each case, the date specified is subject to adjustment in
accordance with the Modified Following Business Day
Convention; and
(b) the date declared by the Trustee at the direction of the
Manager in accordance with clause 4.
[FITCH RATINGS means Fitch Australia Pty Ltd.]
HEDGE in relation to the Fund includes any Interest Hedge and each
Currency Swap.
INCOME UNITHOLDER means [Industry Funds Management (Nominees 2) Pty
Limited as trustee of the Super Business Loans Unit Trust No. 1].
INITIAL PAYMENT FUNDING FACILITY means the Payment Funding Facility
dated on or about the date of this Supplementary Bond Terms Notice.
INTEREST means Class A Interest or Class B Interest.
INTEREST COLLECTIONS means, in relation to a Calculation Period, all
Collections for that Calculation Period other than Principal
Collections.
INTEREST HEDGE means each master agreement made between the Trustee
and the Manager on one hand and the Interest Hedge Provider on the
terms of the ISDA Master Agreement (with amendments thereto), each
Transaction (as defined in that agreement) entered into in
accordance with that agreement in relation to the interest rate risk
arising from a Mortgage under which all or part of the interest
payable is fixed.
INTEREST HEDGE PROVIDER means, in relation to an Interest Hedge, the
person who has entered into that Interest Hedge with the Trustee
other than the Manager.
INTEREST PERIOD means each Monthly Interest Period and each
Quarterly Interest Period.
INTEREST RATE means, in relation to:
(a) a Class A[ ] Note and an Interest Period, LIBOR in relation to
that Interest Period;
(b) [a Class A[ ] Note and an Interest Period, EURIBOR in relation
to that Interest Period;]
(c) [a Class A[ ] Note and an Interest Period, the Benchmark Rate
in relation to that Interest Period;]
(d) Class B Note and an Interest Period, the Benchmark Rate in
relation to that Interest Period;
(e) a Liquidity Note and an Interest Period, the Benchmark Rate in
relation to that Interest Period,
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page 10
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
plus, in all cases, the relevant Margin for the relevant Note.
INVESTED AMOUNT means at any time in relation to a Note, an amount
equal to:
(a) the Original Principal Balance of the Note; minus
(b) all repayments of principal made in relation to the Note.
[IRISH PAYING AGENT means AIB/BNY Fund Management (Ireland) Limited
or any successor as Irish Paying Agent under the Note Trust Deed.]
ISDA means the International Swaps and Derivatives Association, Inc.
(formerly the International Swaps Dealers Association Inc).
ISDA DEFINITIONS means the 2000 Definitions published by ISDA as
amended from time to time.
ISDA MASTER AGREEMENT means the [June 1992 Multicurrency-Cross
border edition of the Master Agreement published by ISDA,] any
schedule forming part of that Agreement and the relevant addenda to
it.
LEAD MANAGER means, in respect of the:
(a) Class A[ ] Notes - [ ];
(b) [Class A[ ] Notes - [ ];] [and]
(c) [Class A[ ] Notes - [ ]].
LIBOR means, in relation to any Interest Period and any Class A[ ]
Note, the rate of interest determined by the Calculation Agent as
follows:
(a) on the second Banking Day before the beginning of each
Interest Period (each an Interest Determination Date), the
rate "USD-LIBOR-BBA" as the applicable Floating Rate Option
under the ISDA Definitions being the rate applicable to any
Interest Period for three-month (or in the case of the first
Interest Period, the rate will be determined by linear
interpolation calculated by reference to the duration of that
first Interest Period) deposits in United States Dollars which
appears on the Telerate Page 3750 as of 11.00 am, London time,
determined on the Interest Determination Date by the
Calculation Agent;
(b) if such rate does not appear on the Telerate Page 3750, the
rate for that Interest Period will be determined as if the
Trustee and the Calculation Agent had specified
"USD-LIBOR-Reference Banks" as the applicable Floating Rate
Option under the ISDA Definitions. "USD-LIBOR-Reference Banks"
means that the rate for an Interest Period will be determined
on the basis of the rates at which deposits in US Dollars are
offered by the Reference Banks (being four major banks in the
London interbank market agreed to by the Calculation Agent and
the US Currency Swap Provider) at approximately 11.00 am,
London time, on the Interest Determination Date to prime banks
in the London interbank market for a period of three months
(or in the case of the first Interest Period, the rate will be
determined by linear interpolation calculated by reference to
the duration of that first Interest Period) commencing on the
first day of the Interest Period and in a Representative
▇▇▇▇▇▇ (as defined in the ISDA Definitions). The Calculation
Agent will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that
Interest Period
--------------------------------------------------------------------------------
page 11
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
will be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for that
Interest Period will be the arithmetic mean of the rates
quoted by not less than two major banks in New York City,
selected by the Calculation Agent and the US Currency Swap
Provider, at approximately 11.00 am, New York City time, on
that Interest Determination Date for loans in US Dollars to
leading European banks for a period of three months (or in the
case of the first Interest Period, the rate will be determined
by linear interpolation calculated by reference to the
duration of that first Interest Period) commencing on the
first day of the Interest Period and in a Representative
▇▇▇▇▇▇;
(c) if no such rates are available in New York City, then the rate
for such Interest Period will be the most recently determined
rate in accordance with this paragraph.
In this definition of LIBOR, Banking Day means any day on which
commercial banks are open for business (including dealings in
foreign exchange and foreign currency deposits) in London.
LIQUIDITY NOTEHOLDER means initially, [P.T. Limited (as nominee on
behalf of Perpetual Limited in its capacity as trustee of the
[Superannuation Members' Home Loans Warehousing Trust 2004-1] [SMHL
Origination Fund No. 3])] [Industry Funds Management (Nominees 2)
Pty Limited, in its capacity as trustee of Super Business Loans Unit
Trust No.1], and subsequently each person who is from time to time
the holder of a Liquidity Note.
LIQUIDITY NOTES means the liquidity notes issued by the Trustee to
the Liquidity Noteholder in accordance with clauses 5.2(a) and
5.2(b).
LIQUIDITY NOTES AMOUNT means A$[ ].
LIQUIDITY NOTES SUPPLEMENTARY BOND TERMS means the terms in respect
of the Class named "SMHL Global Fund [ ]-[ ] - Liquidity Notes"
set out in schedule 1.
LOAN REDRAW FACILITY means, in relation to a Loan, any facility
under which a Mortgagor may apply to redraw amounts under the Loan
where the actual outstanding principal balance under the Loan is
less than the scheduled principal balance of the Loan.
LTV means, in relation to a Loan, the Outstanding Principal Balance
of the Loan divided by the most recent market valuation held at the
Cut-Off Date of the Land secured by the Mortgage securing that Loan.
MANAGER means ME Portfolio Management Limited ABN 79 005 964 134.
MARGIN means in respect of each Class:
(a) in respect of the Notes, up to but excluding [ ],
the following percentage in respect of each Class:
(1) Class A[ ] Notes - [ ]% per annum;
(2) [Class A[ ] Notes - [ ]% per annum;]
(3) [Class A[ Notes - [ ]% per annum;]
(4) Class B Notes - [ ]% per annum; [and]
(5) Liquidity Notes - [ ]% per annum; and
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page 12
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(b) from and including [ ] the percentage per annum
referred to in paragraph (a) plus the following percentage in
respect of each Class:
(1) Class A[ ] Notes - [ ]% per annum;
(2) [Class A[ ] Notes - [ ]% per annum;]
(3) [Class A[ ] Notes - [ ]% per annum;]
(4) Class B Notes - [ ]% per annum; [and]
(5) Liquidity Notes - [ ]% per annum.
MASTER TRUST DEED means the Master Trust Deed dated 4 July 1994 made
between the Trustee and the Manager and providing for the
establishment of a series of separate trusts known collectively as
the Superannuation Members' Home Loans Trusts, as amended and
restated from time to time.
MODIFIED FOLLOWING BUSINESS DAY CONVENTION has the meaning given to
it in the ISDA Definitions.
MONTHLY CALCULATION PERIOD means, in relation to a Monthly Payment
Date:
(a) which relates to the first Monthly Calculation Period:
(1) with respect to the principal under the Loans secured by
Mortgages comprised in Assets of the Securitisation
Fund, the period from the Cut Off Date to (and
including) the first Monthly Cut Off; and
(2) with respect to all other amounts received or applied by
the Trustee, the period from (and including) the Closing
Date to (and including) the first Monthly Cut Off;
(b) which relates to the last Monthly Calculation Period, the
period from (but excluding) the preceding Monthly Cut Off to
(and including) the day on which all amounts due on the Notes
are redeemed in full; and
(c) which relates to any other period, the period from (but
excluding) the preceding Monthly Cut Off to (and including)
the Monthly Cut-Off relating to such Monthly Payment Date.
MONTHLY CUT-OFF means, in relation to a Monthly Payment Date, the
close of business on the day which is 7 Banking Days before that
Monthly Payment Date.
MONTHLY INTEREST PERIOD means, in relation to a Monthly Payment
Date:
(a) which relates to the first Monthly Interest Period, the period
from (and including) the Closing Date to (but excluding) the
first Monthly Payment Date; and
(b) which relates to the last Monthly Interest Period, the period
from (and including) the preceding Monthly Payment Date to
(but excluding) the day on which all amounts due on the Notes
are redeemed in full subject to any necessary Final Interest
Period Adjustment; and
(c) which relates to any other period, the period from (and
including) the preceding Monthly Payment Date to (but
excluding) that Monthly Payment Date.
MONTHLY PAYMENT DATE means the [ ]th day of each calendar month
(Sydney time) after the Closing Date, with the first Monthly Payment
Date being [ ]
--------------------------------------------------------------------------------
page 13
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
and the last Monthly Payment Date being the Final Maturity Date,
but, in each case if that day is not a Banking Day, the Monthly
Payment Date shall be adjusted in accordance with the Modified
Following Business Day Convention.
[MOODY'S means ▇▇▇▇▇'▇ Investors Service Pty Limited.]
MORTGAGE TRANSFER PROPOSAL means a mortgage transfer proposal as
that term is defined in the Master Trust Deed with such amendment as
may be necessary to give effect to clause 7 of this deed.
NOTE means a Bond being a Class A Note or a Class B Note referred to
in this Supplementary Bond Terms Notice, and, in relation to a Class
A Offered Note, includes the Conditions relating to a Class A
Offered Note.
NOTEHOLDER means, at any time, the person who:
(a) in relation to [a Class A[ ] Note and] a Class B Note, is
registered as the holder of that Note at that time;
(b) in relation to a Definitive Note, is the registered holder of
that Note at that time; or
(c) in relation to a Note which is represented by a Book-Entry
Note, unless the context requires otherwise, is noted on the
Note Register as a noteholder.
The words holder and holders shall (where appropriate) be construed
accordingly.
NOTE REGISTER means the register kept by the Note Registrar to
provide for the registration and transfer of Class A Offered Notes
under the Note Trust Deed.
NOTE REGISTRAR means The Bank of New York or any successor note
registrar approved in writing by the Note Trustee and appointed
under the Note Trust Deed.
NOTE TRUST DEED means the deed so entitled dated on or about the
date of this Supplementary Bond Terms Notice between The Bank of New
York as Note Trustee, the Principal Paying Agent, [the Irish Paying
Agent,] [the Class A[ ] Irish Paying Agent,] the Calculation Agent,
the Note Registrar, the Trustee, the Manager and the Security
Trustee.
NOTE TRUSTEE means The Bank of New York or any successor Note
Trustee appointed under the Note Trust Deed.
ORIGINAL LTV means, in relation to a Loan, the Original Principal
Balance of the Loan and the original amount advanced under any
Top-up Loan made prior to the Cut-Off divided by the most recent
market valuation (for the purposes of the relevant Top-up Loan) held
at the Cut-Off of the Land secured by the Mortgage securing that
Loan.
ORIGINAL PRINCIPAL BALANCE means in relation to a Note, the initial
Face Value of that Note.
OUTSTANDING PRINCIPAL BALANCE means:
(a) at any time in relation to a Note, an amount equal to:
(1) the Original Principal Balance of the Note; minus
(2) all repayments of principal made in relation to that
Note (other than amounts applied under clauses
6.1(a)(11), 6.1(a)(12), 6.1(a)(13), 6.1(c)(11),
6.1(c)(12) or 6.1(c)(13)); minus
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page 14
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(3) the Carry Over Class A Charge Offs or the Carry Over
Class B Charge Offs (if any and as the case requires)
for the Note; plus
(4) the amount to be applied, or available to be applied,
under clauses 6.1(a)(11), 6.1(a)(12), 6.1(a)(13),
6.1(c)(11), 6.1(c)(12) or 6.1(c)(13) (if any and as the
case requires) in reinstating the Outstanding Principal
Balance of the Note; and
(b) at any time in relation to a Loan, the then outstanding
principal under the Loan secured by the Mortgage.
PAYING AGENT means, in respect of any Class A Offered Notes, any
person appointed as a Paying Agent under the Note Trust Deed and
includes the Principal Paying Agent [and the Irish Paying Agent].
PAYING OFFICE in respect of any Class A Offered Notes has the same
meaning as in the Note Trust Deed.
PAYMENT DATE means each Monthly Payment Date and each Quarterly
Payment Date, as the context requires.
PAYMENT FUNDING FACILITY means any facility provided to the Trustee
to enable the Trustee to support or fund payments required or to be
made by the Trustee in respect of any Enhancement or Interest Hedge
or as otherwise provided in that facility and in a form approved by
each Designated Rating Agency.
POOL means all of the Loans related to the Mortgages which comprise
the Assets of the Securitisation Fund.
PRINCIPAL COLLECTIONS means, in relation to a Calculation Period,
the amount equal to the excess of the aggregate Unpaid Balance of
the Loans secured by the Mortgages comprised in the Assets of the
Fund as of the first day of that Calculation Period over the
aggregate Unpaid Balance of the Loans secured by the Mortgages
comprised in the Assets of the Fund as of the last day of that
Calculation Period, plus in the case of the first Calculation Period
only, an amount equal to:
(a) the aggregate Original Principal Balance of the Class A Notes
and Class B Notes; minus
(b) the aggregate Unpaid Balance of the Loans secured by the
Mortgages comprised in the Assets of the Fund as at the Bond
Issue Date.
PRINCIPAL ENTITLEMENT in relation to a Note for a Payment Date means
the principal amount payable in respect of that Note on that Payment
Date pursuant to clause 3.9.
PRINCIPAL PAYING AGENT means The Bank of New York or any successor
as Principal Paying Agent under the Note Trust Deed.
PRINCIPAL REPAYMENT POOL means, on any Payment Date the amount
required to be paid, and available for payment to, Noteholders in
accordance with clause 6.2.
QUARTERLY CALCULATION PERIOD means, in relation to a Quarterly
Payment Date:
(a) which relates to the first Quarterly Calculation Period:
(1) with respect to the principal under the Loans secured by
Mortgages comprised in Assets of the Securitisation
Fund, the period from
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page 15
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
the Cut Off Date to (and including) the first Quarterly
Cut Off; and
(2) with respect to all other amounts received or applied by
the Trustee, the period from (and including) the Closing
Date to (and including) the first Quarterly Cut Off;
(b) which relates to the last Quarterly Calculation Period, the
period from (but excluding) the preceding Quarterly Cut Off to
(and including) the day on which all amounts due on the Notes
are redeemed in full; and
(c) which relates to any other period, the period from (but
excluding) the preceding Quarterly Cut Off to (and including)
the Quarterly Cut-Off relating to such Quarterly Payment Date.
QUARTERLY CUT-OFF means, in relation to a Quarterly Payment Date,
the close of business on the day which is 7 Banking Days before that
Quarterly Payment Date.
QUARTERLY INTEREST PERIOD means, in relation to a Quarterly Payment
Date:
(a) which relates to the first Quarterly Interest Period, the
period from (and including) the Closing Date to (but
excluding) the first Quarterly Payment Date; and
(b) which relates to the last Quarterly Interest Period, the
period from (and including) the preceding Quarterly Payment
Date to (but excluding) the day on which all amounts due on
the Notes are redeemed in full subject to any necessary Final
Interest Period Adjustment; and
(c) which relates to any other period, the period from (and
including) the preceding Quarterly Payment Date to (but
excluding) that Quarterly Payment Date.
QUARTERLY PAYMENT DATE means:
(a) in respect of Class A[ ] Notes, the [ ]th day of each [ ],
[ ], [ ] and [ ] (New York time) after the Closing
Date;
(b) [in respect of Class A[ ] Notes, the [ ]th day of each [ ],
[ ], [ ] and [ ] (London time) after the Closing
Date;]
(c) in respect of Class B Notes, the [ ]th day of each [ ],
[ ], [ ], and [ ] after the Closing Date,
with the first Quarterly Payment Date being [ ] and the last
Quarterly Payment Date being the Final Maturity Date, but, in each
case if that day is not a Banking Day, the Quarterly Payment Date
shall be adjusted in accordance with the Modified Following Business
Day Convention.
REALISED LOSS means with respect to a Loan secured by the Mortgages
comprised in the Assets of the Fund:
(a) the Outstanding Principal Balance of such Loan; minus
(b) the total amount recovered and recoverable under the Relevant
Mortgage Insurance Policy; plus
(c) any damages or other amounts payable under or in respect of
the Master Trust Deed, this Supplementary Bond Terms Notice or
the Mortgage Origination and Management Agreement relating to
such Loan.
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page 16
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
RECEIVER has the same meaning as in the Security Trust Deed.
REDRAW CHARGE OFF means, in relation to a Redraw Funding Facility,
the amount of reduction of the Redraw Principal Outstanding under
clauses 3.20(a)(2)(B) and 3.20(b)(2)(B).
REDRAW FUNDING FACILITY means any facility provided to the Trustee
to enable the Trustee to fund payments under a Loan Redraw Facility.
REDRAW PRINCIPAL OUTSTANDING means at any time in respect of a
Redraw Funding Facility, an amount equal to:
(a) all principal drawings under the Redraw Funding Facility which
have been used to fund a payment of principal under a Loan
Redraw Facility; minus
(b) all repayments of principal in respect of such principal
drawing; minus
(c) the Carry Over Redraw Charge Offs for the Redraw Funding
Facility; plus
(d) the amount to be applied or available to be applied under
clauses 6.1(a)(11), 6.1(a)(14), 6.1(c)(11) and 6.1(c)(14) in
repaying the Redraw Principal Outstanding under the Redraw
Funding Facility.
REGULATION AB means Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ▇▇.▇▇. 229.1100-229.1123 as may be
amended from time to time and subject to such clarification and
interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release
No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission or as may be provided by the Commission or
its staff from time to time.
RELEVANT MORTGAGE INSURANCE POLICY means a Mortgage Insurance Policy
issued to or held by the Trustee (in whole or in part) as trustee of
the Securitisation Fund, or which covers Mortgages comprised in the
Assets of the Securitisation Fund.
RELEVANT MORTGAGE INSURER means a Mortgage Insurer under a Relevant
Mortgage Insurance Policy.
REQUIRED CASH COLLATERAL means, on a Monthly Payment Date, an amount
equal to the higher of:
(a) [ ]% of the aggregate Outstanding Principal Balance of the
Loans secured by the Mortgages or such other amount as the
Manager and the Designated Rating Agencies agree from time to
time; and
(b) [ ]% of the Total Original Principal Balance of the Notes or
such other amount as the Manager and the Designated Rating
Agencies agree from time to time,
in each case disregarding payments and allocation of Realised Losses
in respect of the Outstanding Principal Balance to be made on that
Monthly Payment Date in accordance with clauses 3 and 6.
RESIDUAL CAPITAL UNITHOLDER means [Industry Funds Management
(Nominees 2) Pty Limited as trustee of the Super Business Loans Unit
Trust No. 1.]
[S&P means Standard and Poor's (Australia) Pty. Ltd.]
SECURITIES ACT means the United States Securities Act of 1933, as
amended.
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page 17
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
SECURITISATION FUND or FUND means the Securitisation Fund
established under the Master Trust Deed known as SMHL Global Fund
[ ]-[ ].
SECURITY TRUST DEED means the deed so entitled dated [ ]
between the Trustee, the Manager, the Note Trustee and the Security
Trustee.
SERVICING CRITERIA means the "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time.
SPREAD has the meaning given in[:
(a) the Euro Currency Swap in respect of payments by the Trustee
under the Euro Currency Swap; and]
(b) the US Currency Swap in respect of payments by the trustee
under the US Currency Swap.
SUBCONTRACTOR means any vendor, subcontractor or other entity that
is not responsible for the overall servicing (as "servicing" is
commonly understood by participants in the mortgage-backed
securities market) of Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect
to Loans or the Securitisation Fund under the direction or authority
of the Trustee.
SUBSTITUTE MORTGAGES means any Mortgages purchased by the Trustee
pursuant to clause 7.1(c).
SURPLUS CASH COLLATERAL means, on any Payment Date, the amount by
which the Cash Collateral exceeds the Required Cash Collateral.
SUSPENDED MONEYS has the meaning given to it in clause 7.1(b).
SUSPENSION DATE means the date which is 120 days after the issue of
the Bond Issue Confirmation Certificate (as defined in the Mortgage
Origination and Management Agreement).
SWAP PROVIDER means, in relation to a Hedge, the counterparty which
enters into that arrangement with the Trustee (other than the
Manager).
[TARGET means the Trans-European Automated Real-time Gross
Settlement Express Transfer system.]
[TARGET SETTLEMENT DAY means any day on which TARGET is open.]
TOP-UP CHARGE OFF means, in relation to a Top-up Funding Facility,
the amount of the reduction of the Top-up Principal Outstanding
under clauses 3.20(a)(2)(C) and 3.20(b)(2)(C).
TOP-UP FUNDING FACILITY means any facility provided to the Trustee
to enable the Trustee to fund payments under a Top-up Loan.
TOP-UP LOAN means, in relation to a Loan, any additional amount
advanced under the Loan (other than under a Loan Redraw Facility)
and secured by the Mortgage securing the Loan.
TOP-UP PRINCIPAL OUTSTANDING means at any time in respect of a
Top-up Funding Facility, an amount equal to:
(a) all principal drawings under the Top-Up Funding Facility which
have been used to fund a payment under a Top-Up Loan; minus
(b) all repayments of principal in respect of such principal
drawings; minus
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page 18
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(c) the Carry Over Top-Up Charge Offs for the Top-Up Funding
Facility; plus
(d) the amount to be applied or available to be applied under
clauses 6.1(a)(11), 6.1(a)(14), 6.1(c)(11) and 6.1(c)(14) in
repaying the Top-up Principal Outstanding under the Top-Up
Funding Facility.
TOTAL ORIGINAL PRINCIPAL BALANCE means, as the context requires, the
aggregate Original Principal Balance of all Notes or a Class of
Notes.
TOTAL OUTSTANDING PRINCIPAL BALANCE means, at any time, the
aggregate Outstanding Principal Balance at that time of all Notes or
a Class of Notes.
TRANSACTION has the meaning given to it under the relevant ISDA
Master Agreement. TRANSACTION DOCUMENT means each Transaction
Document (as defined in the Master Trust Deed) to the extent that it
relates to the Securitisation Fund or the Notes.
TRANSFER DATE has the meaning given to it in clause 10.9 of the
Master Trust Deed.
TRUSTEE means Perpetual Limited, in its capacity as trustee of the
Securitisation Fund.
UNITED STATES DOLLARS, USD and US$ means the currency of the United
States of America.
UNPAID BALANCE means, at any time, an amount equal to:
(a) the aggregate initial Outstanding Principal Balance of Loans
secured by Mortgages comprised in Assets of the Securitisation
Fund; minus
(b) all repayments of principal in respect of such Loans which
have not been redrawn.
US$ ACCOUNT means, in relation to the Fund, the US$ account of the
Principal Paying Agent for the Fund or any other account opened and
maintained outside Australia, of the Principal Paying Agent for the
Fund so long as the Principal Paying Agent is a Bank which complies
with clause 10.4(a).
US$ EXCHANGE RATE means, on any date, the rate of exchange (set as
at the commencement of the Currency Swap) applicable under the
Currency Swap for the exchange of Dollars for United States Dollars.
US CURRENCY SWAP means, each master agreement dated on or about the
date of this Supplementary Bond Terms Notice between the Trustee in
its capacity as trustee of the Securitisation Fund, the Manager and
the US Currency Swap Provider, on the terms of the ISDA Master
Agreement (with amendments thereto), each Transaction (as defined in
that agreement) entered into in accordance with that agreement under
which the US Currency Swap Provider agrees to pay certain amounts in
US$ to the Trustee or at the Trustee's direction in exchange for
certain amounts in A$ or any other Hedge on similar terms which, if
entered into, will not result in the downgrading of, or withdrawal
of the ratings for, any Notes.
US CURRENCY SWAP PROVIDER means, initially, [ ] and
thereafter any other person who is or becomes a party to a US
Currency Swap.
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page 19
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
2.2 INCORPORATION OF MASTER TRUST DEED DEFINITIONS
Subject to clause 2.1, each expression used herein that is defined
in the Master Trust Deed and is not defined herein shall have the
same meaning herein as in the Master Trust Deed.
2.3 INTERPRETATION
The provisions of clause 1.2 of the Master Trust Deed shall be
incorporated, mutatis mutandis, into this Supplementary Bond Terms
Notice.
2.4 PAYMENTS
All payments of principal and interest:
(a) on the Class A[ ] Notes must be in United States Dollars;
(b) [on the Class A[ ] Notes must be in Euro;]
(c) [on the Class A[ ] Notes must be in Dollars;] and
(d) on the Class B Notes must be in Dollars.
2.5 ACKNOWLEDGMENT
The parties acknowledge that the matters contained in clauses 1 to
12 (inclusive) and 15 of this Supplementary Bond Terms Notice result
from decisions and directions of the Manager to the Trustee and not
from directions or decisions made by the Note Trustee, the Principal
Paying Agent, [the Irish Paying Agent,] [the Class A[ ] Irish Paying
Agent,] the Calculation Agent or the Note Registrar.
--------------------------------------------------------------------------------
3 NOTES
3.1 CONDITIONS OF NOTES
(a) The conditions of the Class A Offered Notes will be as set out
in the Master Trust Deed as supplemented and amended by this
Supplementary Bond Terms Notice, the Conditions and the Note
Trust Deed.
(b) The conditions of [the Class A[ ] Notes and] the Class B Notes
will be as set out in the Master Trust Deed, as supplemented
and amended by this Supplementary Bond Terms Notice.
3.2 ISSUE OF NOTES
(a) Class A Offered Notes must be issued fully paid in amounts, or
on terms, such that their offer for subscription and their
issue will comply with the Note Trust Deed and otherwise in a
way that does not require disclosure to investors under Part
6D.2 of the Corporations Act, and will comply with:
(1) the Financial Services and Markets Act 2000 (UK) and all
regulations made under or in relation to that Act, as
amended; and
(2) the Securities Act, the Exchange Act, all regulations
made under or in relation to them, and all other laws or
regulations of any
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
jurisdiction of the United States of America regulating
the offer or issue of, or subscription for, Class A
Offered Notes.
(b) [Class A[ ] Notes and] Class B Notes must be issued in minimum
parcels or subscriptions which have an aggregate Original
Principal Balance of A$[ ], (disregarding any amount payable
to the extent to which it is to be paid out of money lent by
the person offering the Notes or an associate (as defined in
Division 2 of Part 1.2 of the Corporations Act)) or otherwise
in a way that does not require disclosure to investors under
Part 6D.2 of the Corporations Act, and will comply with the
Financial Services and Markets Act 2000 (UK) and all
regulations made under or in relation to that Act, as amended.
(c) No [Class A[ ] Note,] [Class A[ ] Note] [or] Class B Note has
been or will be registered under the Securities Act and the
[Class A[ ] Notes,] [Class A[ ] Notes] [and] Class B Notes may
not be offered or sold within the United States or to, or for
the account of benefit of, US 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 paragraph have the meanings given to
them by Regulation S of the Securities Act.
3.3 TRUSTEE'S COVENANT TO NOTEHOLDERS AND THE NOTE TRUSTEE
Subject to the terms of the Master Trust Deed and this Supplementary
Bond Terms Notice, the Trustee:
(a) acknowledges its indebtedness in respect of the Invested
Amount of each Note and interest thereon;
(b) covenants for the benefit of each Noteholder and the Note
Trustee that it will (subject to receiving any directions
required under and given in accordance with the Transaction
Documents):
(1) make all payments on or in respect of the Notes held by
that Noteholder on the applicable Payment Date;
(2) comply with the terms of this Supplementary Bond Terms
Notice and the Transaction Documents to which it is a
party; and
(3) pay the Outstanding Principal Balance in relation to the
Notes held by that Noteholder on the Final Maturity Date
and accrued and unpaid interest on the Invested Amount.
3.4 FINAL REDEMPTION
Each Note must be finally redeemed, and the obligations of the
Trustee with respect to the payment of the Outstanding Principal
Balance of that Note must be finally discharged, on the first to
occur of:
(a) the date upon which the Invested Amount of that Note is
reduced to zero;
(b) the date upon which the Note is redeemed under clause 4;
(c) the date upon which the relevant Noteholder renounces in
writing all of its rights to any amounts payable under or in
respect of that Note;
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(d) the date on which all amounts received by the Note Trustee
with respect to the enforcement of the Security Trust Deed are
paid to the Principal Paying Agent, [all amounts payable to
the Class A[ ] Noteholders with respect to the enforcement of
the Security Trust Deed are paid to the Class A[ ]
Noteholders] and all amounts payable to the Class B
Noteholders with respect to the enforcement of the Security
Trust Deed are paid to the Class B Noteholders;
(e) the Payment Date immediately following the date on which the
Trustee completes a sale and realisation of all Assets of the
Fund in accordance with the Master Trust Deed and this
Supplementary Bond Terms Notice; and
(f) the Final Maturity Date.
3.5 PERIOD DURING WHICH INTEREST ACCRUES
Each Note bears interest calculated and payable in arrears in
accordance with this Supplementary Bond Terms Notice from the
Closing Date to the date upon which that Note is finally redeemed
under clause 3.4.
3.6 CALCULATION OF INTEREST
(a) Subject to clause 3.6(b), interest payable on each Note in
respect of each Interest Period is calculated as the product
of:
(1) at the applicable Interest Rate;
(2) the Invested Amount of that Note as at the first day of
that Interest Period, after giving effect to any
payments of principal made with respect to such Note on
such day; and
(3) a fraction, the numerator of which is the actual number
of days in that Interest Period and the denominator of
which is 365 days (in the case of [Class A[ ] Notes and]
Class B Notes) or 360 days (in the case of Class A[ ]
Notes [and Class A[ ] Notes]).
(b) No interest will accrue on any Note for the period from and
including:
(1) the date on which the Outstanding Principal Balance of
that Note is reduced to zero (provided that interest
shall thereafter begin to accrue from (and including)
any date on which the Outstanding Principal Balance of
that Note becomes greater than zero); or
(2) if the Outstanding Principal Balance of the Note on the
due date for redemption in full of the Note is not zero,
unless payment of principal due is improperly withheld
or refused, following which the Note will continue to
earn interest on the Invested Amount of the Note at the
rate from time to time applicable to the Note until the
later of:
(A) the date on which the moneys in respect of that
Note have been received by the Note Trustee or the
Principal Paying Agent and notice to that effect
is given in accordance with the relevant
Conditions; or
(B) the date on which the Outstanding Principal
Balance of that Note has been reduced to zero
(provided that interest shall
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
thereafter begin to accrue from (and including)
any date on which the Outstanding Principal
Balance of that Note becomes greater than zero).
(c) If Interest is not paid in respect of a Note on the date when
due and payable (other than because the due date is not a
Banking Day) that unpaid Interest will itself bear interest at
the Interest Rate applicable from time to time on that Note
until the unpaid Interest, and interest on it, is available
for payment and:
(1) in the case of the Class A Offered Notes, notice of that
availability has been duly given in accordance with
Condition 12; or
(2) [in the case of the Class A[ ] Notes and] the Class B
Notes, there is full satisfaction of those amounts, to
be determined in accordance with the Master Trust Deed
(as amended in accordance with this Supplementary Bond
Terms Notice).
3.7 AGGREGATE RECEIPTS
(a) Notwithstanding anything in clause 6.2, no Noteholder will be
entitled to receive aggregate principal under any Note at any
time in excess of the Invested Amount for that Note at that
time.
(b) The Trustee, the Manager, the Note Trustee, the Security
Trustee[,] [and] the Paying Agents [and] [the Class A[ ] Irish
Paying Agent] may treat the Noteholder as the absolute owner
of that Note (whether or not that Note is overdue and despite
any notation or notice to the contrary or writing on it or any
notice of previous loss or theft of it or of trust or other
interest in it) for the purpose of making payment and for all
other purposes.
3.8 APPLICATION OF PRINCIPAL REPAYMENT POOL
At all times prior to the making by the Security Trustee of a
declaration in accordance with the Security Trust Deed that the
charge created by the Security Trust Deed is immediately
enforceable, the Principal Repayment Pool in relation to a Payment
Date must be applied in or towards the repayment of principal on the
Notes on that Payment Date in accordance with this clause 3 and
clause 6 or the purchase of Substitute Mortgages in accordance with
clause 7. Upon and after the making of such a declaration, the Notes
will rank, and payments will be made in respect of the Notes, in
accordance with the provisions of the Security Trust Deed and, in
the case of the Class A Offered Notes, the Note Trust Deed.
3.9 REPAYMENT OF PRINCIPAL
On each Payment Date, the Principal Repayment Pool must, subject to
this clause 3 and clauses 6 and 7, be applied in or towards making
repayments of principal on the Notes in accordance with clause 6
until the Invested Amount for each Note is reduced to zero.
3.10 FINAL MATURITY DATE
The Outstanding Principal Balance of each Note must be repaid in
full on the Final Maturity Date.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
3.11 REDUCTION IN PRINCIPAL BALANCE
Each payment of principal in respect of a Note under this clause 3
reduces the Invested Amount of that Note by the amount of that
payment. The Trustee has no obligation to make any payment of
principal under this clause 3 in respect of a Note in excess of the
Invested Amount of that Note immediately prior to that payment being
made.
3.12 CANCELLATION ON REPAYMENT
Upon the reduction of the Invested Amount of a Note to zero by
repayment of principal in accordance with this clause 3 and payment
of all the Interest Amounts (and other interest payments) in
relation to that Note, that Note is cancelled.
3.13 [PAYMENTS INTO EURO ACCOUNT]
(a) [The Trustee must direct the Euro Currency Swap Provider to
pay all amounts denominated in (euro) payable to the Trustee
by the Euro Currency Swap Provider under the Euro Currency
Swap into the Euro Account or to the Principal Paying Agent
under the Note Trust Deed on behalf of the Trustee.]
(b) [If the Trustee or the Manager receives any amount denominated
in (euro) from the Euro Currency Swap Provider under the Euro
Currency Swap they must promptly pay that amount to the credit
of the Euro Account or to the Principal Paying Agent.]
3.14 [PAYMENTS OUT OF EURO ACCOUNT]
[On each Payment Date, subject to the terms of this Supplementary
Bond Terms Notice, the Trustee must, on the direction of the
Manager, or must require that the Principal Paying Agent on its
behalf, distribute from the Euro Account the relevant amounts of
principal and interest due in respect of each Class A[ ] Note in
accordance with the Note Trust Deed and in the order of priority in
clauses 6.1 and 6.2.]
3.15 PAYMENTS INTO US$ ACCOUNT
(a) The Trustee must direct the US Currency Swap Provider to pay
all amounts denominated in US$ payable to the Trustee by the
US Currency Swap Provider under the US Currency Swap into the
US$ Account or to the Principal Paying Agent under the Note
Trust Deed on behalf of the Trustee.
(b) If the Trustee or the Manager receives any amount denominated
in US$ from the US Currency Swap Provider under the US
Currency Swap they must promptly pay that amount to the credit
of the US$ Account or to the Principal Paying Agent.
3.16 PAYMENTS OUT OF US$ ACCOUNT
On each Payment Date, subject to the terms of this Supplementary
Bond Terms Notice, the Trustee must, on the direction of the
Manager, or must require that the Principal Paying Agent on its
behalf, distribute from the US$ Account the relevant amounts of
principal and interest due in respect of each Class A[ ] Note
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
in accordance with the Note Trust Deed and in the order of priority
in clauses 6.1 and 6.2.
3.17 ROUNDING OF AMOUNTS
In making the calculations required or contemplated by this clause
3, the Manager shall round calculations to four decimal places,
except that all monetary amounts shall be rounded down to the
nearest cent or as otherwise required in this Supplementary Bond
Terms Notice.
3.18 PRESCRIPTION
Despite any other provision of this Supplementary Bond Terms Notice
and the Master Trust Deed, Condition 8 of the Class A Offered Notes
applies to all amounts payable in relation to any Class A Offered
Note.
3.19 REPLACEMENT OF CURRENCY SWAP
(a) If a Currency Swap is terminated, the Trustee must at the
direction of the Manager enter into one or more currency swaps
which replace the Currency Swap (collectively a REPLACEMENT
CURRENCY SWAP) but only on the condition:
(1) that the relevant amount determined under section 6(e)
of the ISDA Master Agreement for the Currency Swap
(CURRENCY SWAP TERMINATION AMOUNT), if any, which is
payable by the Trustee to the Currency Swap Provider on
termination of the Currency Swap will be paid in full
when due in accordance with this Supplementary Bond
Terms Notice and the Currency Swap;
(2) the ratings assigned to the Notes are not adversely
affected, which must be confirmed in writing by each
Designated Rating Agency;
(3) the liability of the Trustee under that Replacement
Currency Swap is limited to at least the same extent
that its liability is limited under the Currency Swap;
and
(4) the terms of the Replacement Currency Swap are
acceptable to the Trustee acting reasonably and taking
into account the interests of the Noteholders.
(b) If the conditions in clause 3.19(a) are satisfied, the Trustee
must at the direction of the Manager enter into the
Replacement Currency Swap and if it does so it must direct the
provider of the Replacement Currency Swap to pay any upfront
premium to enter into the Replacement Currency Swap due to the
Trustee directly to the Currency Swap Provider in satisfaction
of and to the extent of the Trustee's obligation to pay the
Currency Swap Termination Amount to the Currency Swap Provider
as referred to in clause 3.19(a). If the Currency Swap
Termination Amount (if any) is payable by the Currency Swap
Provider to the Trustee, the Trustee shall direct the Currency
Swap Provider to pay such amount directly to the Replacement
Currency Swap Provider in satisfaction and to the extent of
any upfront premium to enter into the Replacement Currency
Swap. Where the upfront premium payable upon entry into the
Replacement Currency Swap is:
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(1) payable by the Trustee to the Replacement Swap Provider,
then the:
(A) excess of the Currency Swap Termination Amount
over the upfront premium will be included as
Income Collection for the relevant Calculation
Period; and
(B) excess of the upfront premium payable over the
Currency Swap Termination Amount will be satisfied
by the Trustee as an Expense; or
(2) payable by the Replacement Swap Provider to the Trustee,
then the:
(A) excess of the Currency Swap Termination Amount
over the upfront premium will be satisfied by the
Trustee as an Expense; and
(B) excess of the upfront premium over the Currency
Swap Termination Amount will be included as Income
Collection for the relevant Calculation Period.
3.20 REALISED LOSSES ON MORTGAGES
(a) On each Monthly Payment Date on which the Manager determines
that the aggregate amount of Realised Losses for the related
Monthly Calculation Period exceeds funds available on such
Monthly Payment Date to reimburse such Realised Losses under
clause 6.1(a) the Manager must do the following on and with
effect from such Monthly Payment Date:
(1) reduce pro-rata as between themselves the Outstanding
Principal Balance of the Class B Notes by the amount of
that excess until the Outstanding Principal Balance of
the Class B Notes is zero, but only to the extent of the
portion of the applicable Quarterly Calculation Period
that falls within the applicable Monthly Calculation
Period, to be applied to reduce pro-rata as between
themselves, the Outstanding Principal Balance of the
Class B Notes, on the following Quarterly Payment Date;
and
(2) if the Outstanding Principal Balance of the Class B
Notes is zero and any amount of that excess has not been
applied or allocated under clause 3.20(a)(1), reduce
pro-rata and rateably as between the Class A Notes, the
Redraw Funding Facilities and the Top-up Funding
Facilities with respect to the balance of the deficiency
(having taken into account any relevant amounts
allocated under clause 3.20(a)(2)(A),(B) and (C)
respectively since the preceding Monthly Payment Date):
(A) rateably as between each of the Class A Notes, the
A$ Equivalent Outstanding Principal Balance of the
Class A Notes by the amount of the remaining
deficiency until the Outstanding Principal Balance
of the Class A Notes is zero:
(i) [in respect of the Class A[ ] Notes, on that
Monthly Payment Date;] [and]
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(ii) in respect of the Class A Offered Notes,
only to the extent of the portion of the
applicable Quarterly Calculation Period that
falls within the applicable Monthly
Calculation Period, to be applied to reduce
pro-rata as between themselves, the
Outstanding Principal Balance of the Class A
Offered Notes, on the following Quarterly
Payment Date;
(B) rateably as between each Redraw Funding Facility,
the Redraw Principal Outstanding of the Redraw
Funding Facilities by the amount of the remaining
deficiency until the Redraw Principal Outstanding
under each Redraw Funding Facility is zero, but
only to the extent of the portion of the
applicable Quarterly Calculation Period that also
falls within the applicable Monthly Calculation
Period, to be applied to reduce pro-rata as
between each Redraw Funding Facility, the Redraw
Principal Outstanding of the Redraw Funding
Facilities, on the following Quarterly Payment
Date;
(C) rateably as between each Top-up Funding Facility,
the Top-up Principal Outstanding of the Top-up
Funding Facilities by the amount of the remaining
deficiency until the Top-up Principal Outstanding
under each Top-up Funding Facility is zero, but
only to the extent of the portion of the
applicable Quarterly Calculation Period that also
falls within the applicable Monthly Calculation
Period, to be applied to reduce pro-rata as
between each Top-up Funding Facility, the Top-up
Principal Outstanding of the Top-up Funding
Facilities on the following Quarterly Payment
Date.
(b) On each Quarterly Payment Date on which the Manager determines
that the aggregate amount of Realised Losses for the Monthly
Calculation Period ending immediately before the relevant
Quarterly Payment Date exceeds funds available on such
Quarterly Payment Date to reimburse such Realised Losses under
clause 6.1(c) the Manager must do the following on and with
effect from such Quarterly Payment Date:
(1) reduce pro-rata as between themselves the Outstanding
Principal Balance of the Class B Notes by the amount of
that excess until the Outstanding Principal Balance of
the Class B Notes is zero, including all amounts
allocated under clause 3.20(a)(1) for the two preceding
Monthly Payment Dates; and
(2) if the Outstanding Principal Balance of the Class B
Notes is zero and any amount of that excess has not been
applied under clause 3.20(b)(1), reduce pro-rata and
rateably as between the Class A Notes, the Redraw
Funding Facilities and the Top-up Funding Facilities
with respect to the balance of the deficiency (having
taken into account any relevant amounts allocated under
clause 3.20(a)(2)(A),(B) or (C) respectively since the
preceding Quarterly Payment Date):
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(A) rateably as between each of the Class A Notes, the
A$ Equivalent Outstanding Principal Balance of the
Class A Notes by the amount of the remaining
deficiency until the Outstanding Principal Balance
of the Class A Notes is zero (CLASS A CHARGE
OFFS);
(B) rateably as between each Redraw Funding Facility,
the Redraw Principal Outstanding of the Redraw
Funding Facilities by the amount of the remaining
deficiency until the Redraw Principal Outstanding
under each Redraw Funding Facility is zero (REDRAW
CHARGE OFFS); and
(C) rateably as between each Top-up Funding Facility,
the Top-up Principal Outstanding of the Top-up
Funding Facilities by the amount of the remaining
deficiency until the Top-up Principal Outstanding
under each Top-up Funding Facility is zero (TOP UP
CHARGE OFFS); .
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4 NOTES CALLABLE AT OPTION OF TRUSTEE
4.1 CALL - CLASS A NOTES
The Trustee must, when so directed by the Manager (at the Manager's
option), having given not more than 60 nor less than 45 days' notice
to the Class A Noteholders, and in the case of Class A Offered
Notes, in accordance with Condition 12, purchase or redeem all, but
not some only, of the Class A Notes by repaying the Outstanding
Principal Balance of those Class A Notes, together with accrued
interest to (but excluding) the date of repurchase or redemption on
any Quarterly Payment Date falling on or after the earlier of:
(a) the Quarterly Payment Date on which the Outstanding Principal
Balance of all Notes calculated and expressed in the A$
Equivalent is equal to or less than 10% of the Total Original
Principal Balance calculated and expressed in the A$
Equivalent; and
(b) in the case of Class A Notes, the Quarterly Payment Date
falling on [ ],
provided that:
(c) if the aggregate Outstanding Principal Balance of all Class A
Notes on such date of redemption or repurchase has been
reduced by Class A Charge Offs which have not been reinstated
under clauses 6.1(c)(11) and 6.1(c)(12), the Noteholders
owning at least 75% of the aggregate Invested Amount of the
Class A Notes calculated and expressed in the A$ Equivalent
must consent to such repurchase or redemption; and
(d) the Trustee will be in a position on such Quarterly Payment
Date to discharge (and the Manager so certifies to the Trustee
and the Note Trustee upon which the Trustee and the Note
Trustee will rely conclusively) all its liabilities in respect
of the Notes (at their Outstanding Principal Balance) and any
amounts which would be required under the Security Trust Deed
to be paid in priority or pari passu with the Notes if the
security for the Notes were being enforced.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
4.2 TAX EVENT
If the Manager satisfies the Trustee and the Note Trustee
immediately prior to giving the notice referred to below that
either:
(a) on the next Quarterly Payment Date the Trustee would be
required to deduct or withhold from any payment of principal
or interest in respect of the Notes, the Currency Swaps, the
Payment Funding Facility, the Top-up Funding Facility or the
Redraw Funding Facility 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 the Commonwealth of Australia or any
of its political sub-divisions or any of its authorities; or
(b) the total amount payable in respect of interest in relation to
any of the Loans secured by the Mortgages comprised in the
Assets of the Fund for a Quarterly Calculation Period ceases
to be receivable (whether or not actually received) by the
Trustee during such Quarterly Calculation Period (but this
paragraph (b) does not apply to a failure by the Trustee to
receive any interest in relation to any of the Loans merely by
reason of the failure by any borrowers to pay that interest in
breach of the relevant Loans),
the Trustee must, when so directed by the Manager, at the Manager's
option (provided that the Trustee will be in a position on such
Quarterly Payment Date to discharge (and the Manager will so certify
to the Trustee and the Note Trustee) all its liabilities in respect
of the Notes (at their Invested Amount) and any amounts which would
be required under the Security Trust Deed to be paid in priority or
pari passu with the Notes if the security for the Notes were being
enforced), having given not more than 60 nor less than 45 days
notice to the Class A Offered Noteholders in accordance with
Condition 12, redeem all, but not some only, of the Notes at their
then Invested Amounts together with accrued interest to (but
excluding) the date of redemption on any subsequent Payment Date,
provided that the Noteholders may by Extraordinary Resolution elect,
and must notify the Trustee and the Manager not less than 21 days
before the next Quarterly Payment Date following the receipt of
notice of such proposed redemption, that they do not require the
Trustee to redeem the Notes.
4.3 CALL - CLASS B NOTES
The Trustee must, when so directed by the Manager (at the Manager's
option), having given not more than 60 nor less than 45 days' notice
to the Class B Noteholders, in the case of Class B Notes redeem all,
but not some only, of the Class B Notes by repaying the Outstanding
Principal Balance of those Class B Notes, together with accrued
interest to (but excluding) the date of redemption, on:
(a) the date of redemption, repurchase or final repayment of the
Class A Notes; or
(b) (if directed by the Manager) any Quarterly Payment Date
falling after such date.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
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5 CASH-COLLATERAL
5.1 CASH COLLATERAL ACCOUNT
On the Closing Date the Manager must establish and at all times
until the Outstanding Principal Balance of all Notes is reduced to
zero maintain a ledger account in the accounting records maintained
by it pursuant to the Master Trust Deed designated "SMHL Global Fund
[ ]-[ ] Cash Collateral Account".
5.2 INITIAL CASH COLLATERAL AND LIQUIDITY NOTES
On the Closing Date, the Trustee must, subject to the terms of the
Master Trust Deed, and in accordance with the Bond Issue Direction:
(a) issue to the Liquidity Noteholder liquidity notes (being Bonds
as defined in the Master Trust Deed) having an initial Face
Value of an amount equal to Liquidity Notes Amount, being
comprised in a Class named "SMHL Global Fund [ ]-[ ] -
Liquidity Notes", and being on the terms set out in the
Liquidity Notes Supplementary Bond Terms and the Master Trust
Deed;
(b) in accordance with clauses 7.8(f) and 7.10 of the Master Trust
Deed, hold an amount of the issue proceeds of the Notes equal
to the Face Value of the Liquidity Notes as trustee of the
Securitisation Fund; and
(c) credit that amount to the Cash Collateral Account.
5.3 INVESTMENT OF CASH COLLATERAL
▇▇▇▇▇▇▇ credited to the Cash Collateral Account must be invested in
Authorised Investments:
(a) which are rated "AAA" or "A-1+" by S&P and "Prime-1" or "Aaa"
by ▇▇▇▇▇'▇ and "AAA" or "F1+" by Fitch Ratings, or such other
rating as the Designated Rating Agency may approve from time
to time;
(b) which mature (except in the case of call deposits with a Bank)
not later than the day before the relevant Payment Date
immediately after the day on which they are made; and
(c) otherwise in accordance with the Master Trust Deed.
Income from Authorised Investments comprised in the Cash Collateral
does not constitute Collections, and must be credited to the Cash
Collateral Account.
5.4 USE OF CASH COLLATERAL
If on any relevant Payment Date, the Collections (other than
Collections with respect to amounts applied from the Cash Collateral
Account) for the relevant Calculation Period are less than the
aggregate of the amounts referred to in clauses 6.1(a)(1) to
6.1(a)(6) (inclusive) (in respect of a Monthly Payment Date) and
clauses 6.1(c)(1) to 6.1(c)(6) (inclusive) (in respect of a
Quarterly Payment Date), the Manager must direct the Trustee to
withdraw from the Cash Collateral Account the amount equal to the
lesser of the amount of such deficiency and the Cash Collateral,
which amount will then be applied to and become part of the
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
Collections available for application on the relevant Payment Date
in accordance with those clauses.
5.5 SURPLUS CASH COLLATERAL
If on any relevant Payment Date after the making of all payments
which the Trustee is obliged to make on that relevant Payment Date
there is Surplus Cash Collateral, the Trustee must (at the direction
of the Manager) on that relevant Payment Date apply the Surplus Cash
Collateral in or towards payment to each Liquidity Noteholder of
amounts payable under or in respect of the Liquidity Notes or
interest payable in respect of the Liquidity Notes in accordance
with the Liquidity Notes Supplementary Bond Terms.
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6 DISTRIBUTION OF COLLECTIONS
6.1 DISTRIBUTION OF INTEREST COLLECTIONS
(a) Subject to the terms of the Security Trust Deed and these
Supplementary Bond Terms (including clause 6.1(b)), on each
Monthly Payment Date (other than a Quarterly Payment Date and
to the extent it has not already done so in accordance with
this clause 6.1(a)), the Trustee must apply the Interest
Collections for the relevant Monthly Calculation Period as
follows:
(1) first, in payment of Taxes in respect of the
Securitisation Fund;
(2) secondly, pari passu and rateably in payment of the
Trustee's Fee, the Manager's Fee and any Expenses (other
than the Expenses referred to below in this clause
6.1(a)) in respect of the Securitisation Fund;
(3) thirdly, without duplication, in or toward any amounts
payable or to be applied under clause 6.1(a)(4) on any
previous Monthly Payment Date, if there had been
sufficient Interest Collections, which have not been
paid or allocated by the Trustee together with accrued
interest thereon which in the case of a Note must be at
the Interest Rate applicable to the relevant Note;
(4) fourthly, pari passu and rateably:
(A) toward payment of any interest due under any
Redraw Funding Facility or Top-up Funding Facility
for the portion of the applicable Quarterly
Interest Period that also falls within the
applicable Monthly Interest Period, to be retained
in the bank account for the Securitisation Fund or
invested in Authorised Investments until applied
to payments of interest to the Redraw Funding
Facility or Top-up Funding Facility on the
following Quarterly Payment Date; [and]
(B) toward payment to the [Euro Currency Swap Provider
and the] US Currency Swap Provider, toward
allowance for the A$ Class A Interest Amount under
the relevant Confirmation on that Monthly Payment
Date for the portion of the applicable Quarterly
Interest Period that also falls
--------------------------------------------------------------------------------
page 31
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
within the applicable Monthly Interest Period, to
be retained in the bank account for the
Securitisation Fund or invested in Authorised
Investments until applied to payments of the A$
Class A Interest Amount to the [Euro Currency Swap
Provider and the] US Currency Swap Provider which
is thereafter to be applied to payment of interest
on the Class A Offered Notes on the following
Quarterly Payment Date; [and]
(C) [in payment to Class A[ ] Noteholders of the Class
A[ ] Interest due on the Class A[ ] Notes on that
Monthly Payment Date;]
(5) fifthly, without duplication, toward any amounts to be
applied under clause 6.1(a)(6) on any previous Monthly
Payment Date, if there had been sufficient Interest
Collections, which have not previously been paid or
allocated by the Trustee with accrued interest thereon
at the Interest Rate applicable to the relevant Note;
(6) sixthly, pari passu and rateably toward payment to Class
B Noteholders of the Class B Interest to be applied on
the Class B Notes for the portion of the applicable
Quarterly Interest Period that also falls within the
applicable Monthly Interest Period, to be retained in
the bank account for the Securitisation Fund or invested
in Authorised Investments until applied to payments of
Class B Interest due on the Class B Notes on the
following Quarterly Payment Date;
(7) seventhly, in crediting to the Cash Collateral Account
the amount (if any) by which the Required Cash
Collateral exceeds the Cash Collateral;
(8) eighthly, to reimburse or make allowance for, in the
order of priorities specified in clause 6.2(a) any
amounts that have been paid or allocated on any previous
Monthly Payment Date (to the extent not previously
reimbursed under this clause 6.1(a)(8)) under:
(A) clauses 6.2(a)(1)[,] [and] 6.2(a)(2) [and
6.2(a)(3)(C)]; and
(B) clauses 6.2(a)(3)(A), 6.2(a)(3)(B) and 6.2(a)(4),
such amounts to be retained in the bank account
for the Securitisation Fund or invested in
Authorised Investments until applied to reimburse
those amounts on the following Quarterly Payment
Date;
(9) ninthly, toward payment toward any break costs payable
on cancellation of any Interest Hedge to the extent that
those amounts are not recovered under the relevant Loan
secured by Mortgages comprised in the Assets of the Fund
in the form of any applicable prepayment fees or a
drawing has not been made under a Payment Funding
Facility for the portion of the applicable Quarterly
Calculation Period that also falls within the applicable
Monthly Calculation Period, to be retained in the bank
account for the Securitisation Fund or invested in
Authorised Investments until
--------------------------------------------------------------------------------
page 32
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
applied to the payment of such break costs on the
following Quarterly Payment Date;
(10) tenthly, pari passu and rateably toward payment to the
Liquidity Noteholder of interest payable in respect of
the Liquidity Notes and in or towards payment of any
interest in respect of any Payment Funding Facility for
the portion of the applicable Quarterly Interest Period
that also falls within the applicable Monthly Interest
Period, to be retained in the bank account for the
Securitisation Fund or invested in Authorised
Investments until applied to the payment of interest
payable in respect of the Liquidity Notes and in or
towards payment of any interest in respect of any
Payment Funding Facility on the following Quarterly
Payment Date;
(11) eleventhly, in respect of the amount of any Class A
Charge Offs, any Redraw Charge Offs and any Top-up
Charge Offs, in and towards reinstatement in the books
of the Fund, pari passu and rateably allocated to[:
(A) that portion of the Class A Charge Offs that
relates to the Class A[ ] Notes for that Monthly
Calculation Period; and]
(B) Redraw Charge Offs, Top-up Charge Offs and that
portion of the Class A Charge Offs that relates to
the Class A Offered Notes for the portion of the
applicable Quarterly Calculation Period that also
falls within the applicable Monthly Calculation
Period, to be retained in the bank account for the
Securitisation Fund or invested in Authorised
Investments until applied to reinstatement in the
books of the Fund pari passu and rateably to that
portion of the Class A Charge Offs that relates to
the Class A Offered Notes, Redraw Charge Offs and
Top-up Charge Offs on the following Quarterly
Payment Date;
(12) twelfthly, in respect of the amount of any Carry Over
Redraw Charge Offs, any Carry Over Top-up Charge Offs
and the A$ Equivalent of any Carry Over Class A Charge
Offs allocated to[:
(A) each Class A[ ] Note on that Monthly Payment Date;
and]
(B) each Class A Offered Note to be retained in the
bank account for the Securitisation Fund or
invested in Authorised Investments,
until applied in and towards reinstatement in the books
of the Fund, pari passu and rateably as between any
Carry Over Redraw Charge Offs, any Carry Over Top-up
Charge Offs and the A$ Equivalent of any Carry Over
Class A Charge Offs allocated to each Class A Note, of:
(C) the A$ Equivalent of any Carry Over Class A Charge
Offs;
(D) any Carry Over Redraw Charge Offs; and
(E) any Carry Over Top-up Charge Offs,
[on that Monthly Payment Date (in respect of the Class
A[ ] Notes) and] on the following Quarterly Payment Date
(in respect of the
--------------------------------------------------------------------------------
page 33
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
Class A Offered Notes, any Carry Over Redraw Charge Offs
and any Carry Over Top-up Charge Offs):
(13) thirteenthly, in respect of the amount of any Class B
Charge Offs and any Carry Over Class B Charge Offs to be
retained in the bank account for the Securitisation Fund
or invested in Authorised Investments, until applied
towards reinstatement in the books of the Fund and in
the following order of:
(A) any Class B Charge Offs for the portion of the
applicable Quarterly Calculation Period that also
falls within the applicable Monthly Calculation
Period; and
(B) pari passu and rateably the Invested Amount of the
Class B Notes to the extent of any Carry Over
Class B Charge Offs,
on the following Quarterly Payment Date;
(14) fourteenthly (to the extent not paid or allowed for
under clause 6.2(a)), pari passu and rateably, toward
repayment of any principal to be applied under any
Redraw Funding Facility, toward repayment of any
principal to be applied under any Top-up Funding
Facility and toward repayment of any principal to be
applied under any Payment Funding Facility, in each case
for the portion of the applicable Quarterly Calculation
Period that also falls within the applicable Monthly
Calculation Period, to be retained in the bank account
for the Securitisation Fund or invested in Authorised
Investments until applied to the repayment of any
principal due and payable under any Redraw Funding
Facility, any principal due and payable under any Top-up
Funding Facility and any principal due and payable under
any Payment Funding Facility on the following Quarterly
Payment Date; and
(15) fifteenthly, in payment of or provision for amounts
payable to the Income Unitholder of the Securitisation
Fund in accordance with clauses 22.1(d) and 22.3(d) of
the Master Trust Deed for the portion of the applicable
Quarterly Interest Period that also falls within the
applicable Monthly Interest Period, to be retained in
the bank account for the Securitisation Fund or invested
in Authorised Investments until applied to the payment
of or provision for amounts payable to the Income
Unitholder of the Securitisation Fund on the following
Quarterly Payment Date.
(b) The Trustee must only make an application of Interest
Collections under clause 6.1(a) to the extent that any
Interest Collections remain from which to make the application
after amounts with priority to that payment have been applied.
(c) Subject to the terms of the Security Trust Deed and these
Supplementary Bond Terms (including clause 6.1(d)), on each
Quarterly Payment Date (to the extent it has not already done
so in accordance with this clause 6.1(c)), the Trustee must
apply the Interest Collections in relation to the Monthly
Calculation Period ending immediately before the relevant
Quarterly Payment Date as follows:
--------------------------------------------------------------------------------
page 34
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(1) first, in payment of Taxes in respect of the
Securitisation Fund which have been incurred prior to
that Quarterly Payment Date and which have not
previously been paid on a prior Monthly Payment Date
under an application of this clause 6.1;
(2) secondly, pari passu and rateably in payment of the
Trustee's Fee, the Manager's Fee and any Expenses (other
than the Expenses referred to below in this clause
6.1(c)) in respect of the Securitisation Fund which have
been incurred prior to that Quarterly Payment Date and
which have not previously been paid on a prior Monthly
Payment Date under an application of this clause 6.1;
(3) thirdly, without duplication, in or toward any amounts
payable or to be applied under clause 6.1(c)(4) on any
previous Payment Date, if there had been sufficient
Interest Collections, which have not previously been
paid or allocated by the Trustee, together with accrued
interest thereon which in the case of a Note must be at
the Interest Rate applicable to the relevant Note;
(4) fourthly, pari passu and rateably:
(A) in payment of any interest due under any Redraw
Funding Facility or Top-up Funding Facility for
the applicable Quarterly Interest Period,
including (without duplication) all amounts
allocated under clause 6.1(a)(4)(A) on the two
preceding Monthly Payment Dates; [and]
(B) in payment to the [Euro Currency Swap Provider
and] US Currency Swap Provider, in payment of the
A$ Class A Interest Amount payable under the
Confirmation at that Quarterly Payment Date which
is thereafter to be applied to payment of interest
on the Class A Offered Notes for the applicable
Quarterly Interest Period, including (without
duplication) all amounts allocated under clause
6.1(a)(4)(B) on the two preceding Monthly Payment
Dates; [and]
(C) [in payment to Class A[ ] Noteholders of the Class
A[ ] Interest due on the Class A[ ] Notes on that
Quarterly Payment Date for the applicable Monthly
Interest Period;]
(5) fifthly, without duplication, in payment of any amounts
payable under clause 6.1(c)(6) on any previous Payment
Date, if there had been sufficient Interest Collections,
which have not previously been paid or allocated by the
Trustee with accrued interest thereon at the Interest
Rate applicable to the relevant Note;
(6) sixthly, pari passu and rateably in payment to Class B
Noteholders of the Class B Interest due on the Class B
Notes on that Quarterly Payment Date for the applicable
Quarterly Interest Period, including (without
duplication) all amounts allocated under clause
6.1(a)(6) on the two preceding Monthly Payment Dates;
(7) seventhly, in crediting to the Cash Collateral Account
the amount (if any) by which the Required Cash
Collateral exceeds the Cash Collateral;
--------------------------------------------------------------------------------
page 35
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(8) eighthly, to reimburse, in the order of priorities
specified in clause 6.2(c), any amounts that have been
paid or allocated on any previous Payment Date under
clauses 6.2(c)(1), 6.2(c)(2), 6.2(c)(3) and 6.2(c)(4)
(to the extent not previously reimbursed under this
clause 6.1(c)(8)) for the applicable Monthly Interest
Period (in the case of clauses 6.2(c)(1)[,] [and]
6.2(c)(2) [and 6.2(c)(3)(C)]) and Quarterly Interest
Period (in the case of clauses 6.2(c)(3)(A),
6.2(c)(3)(B) and 6.2(c)(4)), including (without
duplication) all amounts allocated under clause
6.1(a)(8)(B) on the two preceding Monthly Payment Dates;
(9) ninthly, in payment toward any break costs payable on
cancellation of any Interest Hedge to the extent that
those amounts are not recovered under the relevant Loan
secured by Mortgages comprised in the Assets of the Fund
in the form of any applicable prepayment fees or a
drawing has not been made under a Payment Funding
Facility for the applicable Quarterly Calculation
Period, including (without duplication) all amounts
allocated under clause 6.1(a)(9) on the two preceding
Monthly Payment Dates;
(10) tenthly, pari passu and rateably in payment to the
Liquidity Noteholder of interest payable in respect of
the Liquidity Notes and in payment of any interest in
respect of any Payment Funding Facility for the
applicable Quarterly Interest Period, including (without
duplication) all amounts allocated under clause
6.1(a)(10) on the two preceding Monthly Payment Dates;
and;
(11) eleventhly, in respect of the amount of any Class A
Charge Offs, any Redraw Charge Offs and any Top-up
Charge Offs, in and towards reinstatement of in the
books of the Fund, pari passu and rateably allocated
to[:
(A) that portion of the Class A Charge Offs that
relates to the Class A[ ] Notes for that Monthly
Calculation Period; and]
(B) Redraw Charge Offs, Top-Up Charge Offs and that
portion of the Class A Charge Offs that relates to
the Class A Offered Notes for that Calculation
Period for the applicable Quarterly Calculation
Period, including (without duplication) all
amounts allocated under clause 6.1(a)(11)(B) on
the two preceding Monthly Payment Dates;
(12) twelfthly, in respect of the amount of any Carry Over
Redraw Charge Offs, any Carry Over Top-up Charge Offs
and the A$ Equivalent of any Carry Over Class A Charge
Offs allocated to[:
(A) each Class A[ ] Note; and]
(B) each Class A Offered Note,
in reinstatement in the books of the Fund, pari passu
and rateably (as between any Carry Over Redraw Charge
Offs, any Carry Over Top-up Charge offs and the A$
Equivalent of any Carry Over Class A Charge Offs
allocated to each Class A Note) of:
(C) the A$ Equivalent of any Carry Over Class A Charge
Offs;
--------------------------------------------------------------------------------
page 36
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(D) any Carry Over Redraw Charge Offs; and
(E) any Carry Over Top-up Charge Offs,
[on that Monthly Payment Date (in the case of the Class
A[ ] Notes) and] on that Quarterly Payment Date (in the
case of the Class A Offered Notes (including (without
duplication) any amounts allocated on the two preceding
Monthly Payment Dates), any Carry Over Redraw Charge
Offs and any Carry Over Top-up Charge Offs);
(13) thirteenthly, in respect of the amount of any Class B
Charge Offs and any Carry Over Class B Charge Offs in
and towards reinstatement in the books of the Fund and
in the following order of:
(A) any Class B Charge Offs for that Calculation
Period; and
(B) pari passu and rateably the Invested Amount of the
Class B Notes to the extent of any Carry Over
Class B Charge Offs,
for the applicable Quarterly Calculation Period,
including (without duplication) all amounts allocated
under clause 6.1(a)(13) on the two preceding Monthly
Payment Dates;
(14) fourteenthly (to the extent not paid under clause
6.2(c)), pari passu and rateably, in repayment of any
principal due and payable under any Redraw Funding
Facility, in repayment of any principal due and payable
under any Top-up Funding Facility and in repayment of
any principal due and payable under any Payment Funding
Facility for the applicable Quarterly Calculation
Period, including (without duplication) all amounts
allocated under clause 6.1(a)(14) on the two preceding
Monthly Payment Dates; and
(15) fifteenthly, in payment of or provision for amounts
payable to the Income Unitholder of the Securitisation
Fund in accordance with clauses 22.1(d) and 22.3(d) of
the Master Trust Deed for the applicable Quarterly
Interest Period, including (without duplication) all
amounts allocated under clause 6.1(a)(15) on the two
preceding Monthly Payment Dates.
(d) The Trustee must only make an application of Interest
Collections under clause 6.1(c) to the extent that any
Interest Collections remain from which to make the
application, after payment of amounts with priority to that
payment have been made.
6.2 DISTRIBUTION OF PRINCIPAL COLLECTIONS
(a) Subject to the terms of the Security Trust Deed and these
Supplementary Bond Terms (including clause 6.2(b)), on each
Monthly Payment Date (other than a Quarterly Payment Date and
to the extent it has not already done so in accordance with
this clause 6.2(a)), the Trustee must apply the Principal
Collections for the relevant Monthly Calculation Period
together with any amounts to be applied under this clause
6.2(a) pursuant to clauses 6.1(a)(8) and 6.5, for the relevant
Monthly Calculation Period towards the following payments in
the following order of priority:
--------------------------------------------------------------------------------
page 37
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(1) first, in payment of Taxes in respect of the
Securitisation Fund (to the extent not paid or allowed
for under clause 6.1(a));
(2) secondly, pari passu and rateably in payment of the
Trustee's Fee, the Manager's Fee and any Expenses (other
than the Expenses referred to below in this clause
6.2(a)) in respect of the Securitisation Fund and which
have not previously been paid under clauses 5.4 and
6.1(a));
(3) thirdly, in or toward payment of the amounts payable or
to be applied, and in the priority under clause
6.1(a)(4), which have not previously been paid or
allowed for on a prior Monthly Payment Date under
clauses 5.4 and 6.1(a)) of:
(A) any interest due under any Redraw Funding Facility
or Top-up Funding Facility for the portion of the
applicable Quarterly Interest Period that also
falls within the applicable Monthly Interest
Period, to be retained in the bank account for the
Securitisation Fund or invested in Authorised
Investments until applied to payments of interest
to the Redraw Funding Facility or Top-up Funding
Facility on the following Quarterly Payment Date;
(B) the applicable A$ Class A Interest Amount in
respect of the Class A Offered Notes for the
portion of the applicable Quarterly Interest
Period that also falls within the applicable
Monthly Interest Period, to be retained in the
bank account for the Securitisation Fund or
invested in Authorised Investments until applied
to payments to the [Euro Currency Swap Provider
and the] US Currency Swap Provider which is
thereafter to be applied to payment on the Class A
Offered Notes on the following Quarterly Payment
Date; [and]
(C) [any Class A[ ] Interest payable to the Class A[ ]
Noteholders on that Monthly Payment Date;]
(4) fourthly, toward payment of the amounts payable under
and in the priority as specified, in clause 6.1(a)(6) on
the Class B Notes on that Monthly Payment Date and which
have not previously been paid or allowed for on a prior
Monthly Payment Date under clauses 5.4 and 6.1(a)),
provided that such amounts must be retained in the bank
account for the Securitisation Fund or invested in
Authorised Investments until applied to payments on the
Class B Notes on the following Quarterly Payment Date;
(5) fifthly, pari passu and rateably toward repayment of any
Redraw Principal Outstanding under a Redraw Funding
Facility and any Top-up Principal Outstanding under any
Top-up Funding Facility for the portion of the
applicable Quarterly Calculation Period that also falls
within the applicable Monthly Calculation Period, to be
retained in the bank account for the Securitisation Fund
or invested in Authorised Investments until applied to
payments of principal to the Redraw Funding Facility or
Top-up Funding Facility on the following Quarterly
Payment Date;
--------------------------------------------------------------------------------
page 38
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(6) sixthly, pari passu and rateably toward payments
approved by the Manager under any Loan Redraw Facility
and any Top-up Loan for the portion of the applicable
Quarterly Calculation Period that also falls within the
applicable Monthly Calculation Period, to be retained in
the bank account for the Securitisation Fund or invested
in Authorised Investments until applied to payments
approved by the Manager under any Loan Redraw Facility
and any Top-up Loan on the following Quarterly Payment
Date;
(7) seventhly, pari passu and rateably (having taken into
account any amounts allocated under this clause
6.2(a)(7) since the preceding Quarterly Payment Date)[:
(A) in payment of principal to the Class A[ ]
Noteholders for the applicable Monthly Calculation
Period until the Outstanding Principal Balance of
the Class A[ ] Notes is reduced to zero; and]
(B) toward payment to the Currency Swap Providers
under a Confirmation relating to the Class A
Offered Notes for the portion of the applicable
Quarterly Calculation Period that also falls
within the applicable Monthly Calculation Period,
to be retained in the bank account for the
Securitisation Fund or invested in Authorised
Investments until applied to payments to the
Currency Swap Providers on the following Quarterly
Payment Date, until the Outstanding Principal
Balance of the Class A Offered Notes is reduced to
zero,
of an amount equal to the lesser of:
(C) the amount available for distribution under this
clause 6.2(a)(7) after all payments which have
priority under this clause 6.2(a); and
(D) the A$ Equivalent of the Outstanding Principal
Balance of all Class A Notes,
(8) eighthly, toward payment of principal to the Class B
Noteholders pari passu and rateably, until the
Outstanding Principal Balance of the Class B Notes is
reduced to zero, of an amount equal to the lesser of:
(A) the amount available for distribution under this
clause 6.2(a)(8) after all payments which have
priority under this clause 6.2(a); and
(B) the Outstanding Principal Balance for all Class B
Notes,
for the portion of the applicable Quarterly Calculation
Period that also falls within the applicable Monthly
Calculation Period, to be retained in the bank account
for the Securitisation Fund or invested in Authorised
Investments until applied to payments to the Class B
Noteholders on the following Quarterly Payment Date;
(9) ninthly, pari passu and rateably as between any Carry
Over Redraw Charge Offs, any Carry Over Top-up Charge
Offs and the A$ Equivalent of any Carry Over Class A
Charge Offs allocated to
--------------------------------------------------------------------------------
page 39
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
each Class A Note (having taken into account any amounts
allocated under this clause 6.2(a)(9) since the
preceding Quarterly Payment Date):
(A) toward payment to the Currency Swap Providers
under a Confirmation of the A$ Equivalent of any
Carry Over Class A Charge Offs relating to the
Class A Offered Notes;
(B) toward repaying the Redraw Principal Outstanding
of each Redraw Funding Facility to the extent of
any Carry Over Redraw Charge Offs; and
(C) toward repaying the Top-up Principal Outstanding
of each Top-up Funding Facility to the extent of
any Carry Over Top-up Charge Offs,
to be retained in the bank account for the
Securitisation Fund or invested in Authorised
Investments until applied to payments to the Currency
Swap Providers, repaying the Redraw Principal
Outstanding of each Redraw Funding Facility, and Top-up
Principal Outstanding of each Top-up Funding Facility on
the following Quarterly Payment Date[; and
(D) in payment to the Class A[ ] Noteholders of any
Carry Over Class A Charge Offs relating to the
Class A[ ] Notes on that Monthly Payment Date;]
(10) tenthly, toward repaying the Invested Amount of the
Class B Notes to the extent of any Carry Over Class B
Charge Offs, to be retained in the bank account for the
Securitisation Fund or invested in Authorised
Investments until applied to repayment of the Invested
Amount of the Class B Notes on the following Quarterly
Payment Date;
(11) eleventhly, toward payment towards any break costs
payable on cancellation of any Interest Hedge to the
extent that those amounts are not recovered under the
relevant Loan secured by Mortgages comprised in Assets
of the Fund in the form of any applicable prepayment
fees or a drawing has not been made under a Payment
Funding Facility (to the extent not paid under clause
6.1) for the portion of the applicable Quarterly
Calculation Period that also falls within the applicable
Monthly Calculation Period, to be retained in the bank
account for the Securitisation Fund or invested in
Authorised Investments until applied to payment of such
break costs on the following Quarterly Payment Date; and
(12) twelfthly, subject to clause 6.3, pari passu and
rateably toward payment to the Liquidity Noteholder of
the principal amount outstanding in respect of the
Liquidity Notes and in or towards repayment of any
principal in respect of any Payment Funding Facility for
the portion of the applicable Quarterly Calculation
Period that also falls within the applicable Monthly
Calculation Period, to be retained in the bank account
for the Securitisation Fund or invested in Authorised
Investments until applied to payment of the principal
amount outstanding in respect of the
--------------------------------------------------------------------------------
page 40
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
Liquidity Notes and repayment of any principal in
respect of any Payment Funding Facility on the following
Quarterly Payment Date.
(b) The Trustee must only make an application of Principal
Collections under clause 6.2(a) only to the extent that any
Principal Collections remain from which to make the
application after amounts with priority to that payment have
been applied.
(c) Subject to the terms of the Security Trust Deed and these
Supplementary Bond Terms (including clause 6.2(d)), on each
Quarterly Payment Date (to the extent it has not already done
so in accordance with this clause 6.2(c)), the Trustee must
apply the Principal Collections together with any amounts to
be applied under this clause 6.2(c) pursuant to clauses
6.1(c)(8) and 6.5 in relation to the Monthly Calculation
Period ending immediately before the relevant Quarterly
Payment Date towards the following payments in the following
order of priority:
(1) first, in payment of Taxes in respect of the
Securitisation Fund (to the extent not paid for under
clause 6.1) which have been incurred prior to that
Quarterly Payment Date and which have not been
previously paid on a prior Monthly Payment Date under an
application of this clause 6.2;
(2) secondly, pari passu and rateably in payment of the
Trustee's Fee, the Manager's Fee and any Expenses (other
than the Expenses referred to below in this clause 6.2)
in respect of the Securitisation Fund which have been
incurred prior to that Quarterly Payment Date and which
have not been previously paid on a prior Monthly Payment
Date (to the extent not paid or allowed for under
clauses 5.4 and 6.1);
(3) thirdly, in payment of the amounts payable and in the
priority under clause 6.1(c)(4) and which have not
previously been paid or allowed for on a previous
Payment Date under clauses 5.4 and 6.1 of:
(A) any interest due under any Redraw Funding Facility
or Top-up Funding Facility for the applicable
Quarterly Interest Period, including (without
duplication) all amounts allocated under clause
6.2(a)(4)(A) on the two preceding Monthly Payment
Dates; [and]
(B) the applicable A$ Class A Interest Amount in
respect of the Class A Offered Notes, for the
applicable Quarterly Interest Period, including
(without duplication) all amounts allocated under
clause 6.2(a)(3)(B) on the two preceding Monthly
Payment Dates; [and]
(C) [any Class A[ ] Interest payable to the Class A[ ]
Noteholders, for the applicable Monthly Interest
Period;]
(4) fourthly, in payment of the amounts payable under, and
in the priority as specified in, clause 6.1(c)(6) on the
Class B Notes and which have not previously been paid or
allowed for a previous Payment Date for the applicable
Quarterly Interest Period,
--------------------------------------------------------------------------------
page 41
Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
including (without duplication) all amounts allocated
under clause 6.2(a)(4) on the two preceding Monthly
Payment Dates (to the extent not paid under clauses 5.4
and 6.1);
(5) fifthly, pari passu and rateably in repayment of any
Redraw Principal Outstanding under a Redraw Funding
Facility and any Top-up Principal Outstanding under any
Top-up Funding Facility for the applicable Quarterly
Calculation Period, including (without duplication) all
amounts allocated under clause 6.2(a)(5) on the two
preceding Monthly Payment Dates;
(6) sixthly, pari passu and rateably in payment of amounts
approved by the Manager under any Loan Redraw Facility
and any Top-up Loan for the applicable Quarterly
Calculation Period, including (without duplication) all
amounts allocated under clause 6.2(a)(6) on the two
preceding Monthly Payment Dates;
(7) seventhly, pari passu and rateably[:
(A) in payment of principal to the Class A[ ]
Noteholders for the applicable Monthly Calculation
Period until the Outstanding Principal Balance of
the Class A[ ] Notes is reduced to zero; and]
(B) in payment to the Currency Swap Providers under a
Confirmation relating to the Class A Offered Notes
for the applicable Quarterly Calculation Period,
including (without duplication) all amounts
allocated under clause 6.2(a)(7)(B) on the two
preceding Monthly Payment Dates, until the
Outstanding Principal Balance of the Class A
Offered Notes is reduced to zero,
of an amount equal to the lesser of:
(C) the amount available for distribution under this
clause 6.2(c)(7) after all payments which have
priority under this clause 6.2; and
(D) the A$ Equivalent of the Outstanding Principal
Balance for all Class A Notes;
(8) eighthly, in payment of principal to the Class B
Noteholders pari passu and rateably, until the
Outstanding Principal Balance of the Class B Notes is
reduced to zero, of an amount equal to the lesser of:
(A) the amount available for distribution under this
clause 6.2(c)(8) after all payments which have
priority under this clause 6.2; and
(B) the Outstanding Principal Balance for all Class B
Notes,
for the applicable Quarterly Calculation Period,
including (without duplication) all amounts allocated
under clause 6.2(a)(8) on the two preceding Monthly
Payment Dates;
(9) ninthly, pari passu and rateably as between any Carry
Over Redraw Charge Offs, any Carry Over Top-up Charge
Offs and the A$
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
Equivalent of any Carry Over Class A Charge Offs
allocated to each Class A Note:
(A) in payment to the Currency Swap Providers under a
Confirmation of the A$ Equivalent of any Carry
Over Class A Charge Offs relating to the Class A
Offered Notes;
(B) in repaying the Redraw Principal Outstanding of
each Redraw Funding Facility to the extent of any
Carry Over Redraw Charge Offs; and
(C) in repaying the Top-up Principal Outstanding of
each Top-up Funding Facility to the extent of any
Carry Over Top-up Charge Offs,
including (without duplication) all amounts allocated
under clause 6.2(a)(9) on the two preceding Monthly
Payment Dates[; and
(D) in payment to the Class A[ ] Noteholders of any
Carry Over Class A Charge Offs;]
(10) tenthly, in repayment of the Invested Amount of the
Class B Notes to the extent of any Carry Over Class B
Charge Offs including (without duplication) all amounts
allocated under clause 6.2(a)(10) on the two preceding
Monthly Payment Dates;
(11) eleventhly, in payment towards any break costs payable
on cancellation of any Interest Hedge to the extent that
those amounts are not recovered under the relevant Loan
secured by Mortgages comprised in Assets of the Fund in
the form of any applicable prepayment fees or a drawing
has not been made under a Payment Funding Facility for
the applicable Quarterly Calculation Period, including
all amounts allocated under clause 6.2(a)(11) on the two
preceding Monthly Payment Dates (to the extent not paid
under clause 6.1(c)(9)); and
(12) twelfthly, subject to clause 6.3, pari passu and
rateably in payment to the Liquidity Noteholder of the
principal amount outstanding in respect of the Liquidity
Notes and in repayment of any principal in respect of
any Payment Funding Facility for the applicable
Quarterly Calculation Period, including (without
duplication) all amounts allocated under clause
6.2(a)(12) on the two preceding Monthly Payment Dates.
(d) The Trustee must only make an application of Principal
Collections under clause 6.2(c) to the extent that any
Principal Collections remain from which to make the
application, after payment of amounts with priority to that
payment have been made.
6.3 RIGHTS OF LIQUIDITY NOTEHOLDER
On any Quarterly Payment Date, the Trustee must not make any
payments out of Principal Collections to the Liquidity Noteholder
under clause 6.2 unless the Invested Amount of all the Class A Notes
and Class B Notes is zero, or will be zero following any payments
made on the relevant Quarterly Payment Date.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
6.4 FUNDING LOAN REDRAW FACILITIES
(a) The Trustee may only fund advances under Loan Redraw
Facilities from Collections which represent prepayments of
principal under Loans (REDRAW PREPAYMENTS) and by drawings
under Redraw Funding Facilities.
(b) The Trustee must not apply any Redraw Prepayments to making
advances under a Loan Redraw Facility unless:
(1) all amounts specified in clauses 6.2(a)(1) to 6.2(a)(4)
inclusive and clauses 6.2(c)(1) to 6.2(c)(4) inclusive
which are due and payable have been paid or allocated;
and
(2) the Trustee holds Collections equal to the sum of the
advance under the Loan Redraw Facility and all amounts
specified in clauses 6.2(a)(1) to 6.2(a)(4) inclusive
and clauses 6.2(c)(1) to 6.2(c)(4) inclusive which are
accrued but not due and payable.
6.5 FUNDING TOP-UP LOANS
(a) Subject to clause 6.5(c), the Trustee may only fund advances
for Top-up Loans from Collections which represent repayments
or prepayments of principal under Loans (TOP-UP PREPAYMENTS)
and by drawings under Top-up Funding Facilities.
(b) The Trustee must not apply any Top-up Prepayments to making
advances for a Top-up Loan unless:
(1) all amounts specified in clauses 6.2(a)(1) to 6.2(a)(4)
inclusive and clauses 6.2(c)(1) to 6.2(c)(4) inclusive
which are due and payable have been paid or allocated;
and
(2) the Trustee holds Collections equal to the sum of the
advance under the Top-up Loan and all amounts specified
in clauses 6.2(a)(1) to 6.2(a)(4) inclusive and clauses
6.2(c)(1) to 6.2(c)(4) inclusive which are accrued but
not due and payable.
(c) The Trustee must not fund any advances for Top-up Loans until
a Top-up Funding Facility has been duly executed in the form
agreed by each Designated Rating Agency.
6.6 PAYMENT OF CHARGE OFFS
The amount of any reinstatement under clauses 6.1(a)(11),
6.1(a)(12), 6.1(a)(13), 6.1(c)(11), 6.1(c)(12) and 6.1(c)(13) must
be applied on the relevant Payment Date of the reinstatement in
accordance with clause 6.2 as if the amount reinstated formed part
of Principal Collections.
--------------------------------------------------------------------------------
7 SUBSTITUTION OF MORTGAGES
7.1 PURCHASE OF SUBSTITUTE MORTGAGES
(a) The Manager may, within 120 days after the issue of the Bond
Issue Confirmation Certificate (as defined in the Mortgage
Origination and
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
Management Agreement), determine to suspend, to the extent
necessary, the obligations of the Trustee to treat as
Principal Collections so much of the payments in respect of
principal received on the repurchase of Loans pursuant to
either clause 10.4 of the Mortgage Origination and Management
Agreement or clause 11.6 of the Master Trust Deed, to purchase
substitute mortgages.
(b) Any payments of principal suspended in accordance with clause
7.1(a) (SUSPENDED MONEYS) may only be used in the manner
provided in clause 7.1(c).
(c) The Manager may only make a determination pursuant to clause
7.1(a):
(1) for the purpose of directing the Trustee to apply the
Suspended Moneys in and toward the purchase of Mortgages
(SUBSTITUTE MORTGAGES) from any other Fund which has
been created pursuant to the Master Trust Deed
(including Origination Fund No. 3);
(2) if the final payment date of each Substitute Mortgage is
at least one year before the Final Maturity Date of the
Notes;
(3) if the Manager has given the Designated Rating Agencies
not less than 5 Banking Days notice or such shorter
period as the Designated Rating Agencies may agree of
its intention to make the determination;
(4) if the Manager receives confirmation from the Designated
Rating Agencies that the purchase by the Trustee of the
Substitute Mortgages will not adversely affect the
Designated Rating of the Notes; and
(5) if
(A) the Trustee receives from the Manager a completed
Mortgage Transfer Proposal in relation to the
Substitute Mortgage no later than 2 Banking Days
prior to the date referred to in the Mortgage
Transfer Proposal for the purchase of the
Substitute Mortgage;
(B) the Manager certifies to the Trustee that the
proposed Substitute Mortgage is a Mortgage for the
purposes of this agreement, and satisfies the
requirements in this clause 7, as at the Transfer
Date;
(C) prior to or on the Transfer Date the Trustee
obtains, or enters into arrangements to obtain
with effect from the Transfer Date, as Trustee of
the Fund the benefit of the Enhancements and
Interest Hedge (if any) referred to in the
Mortgage Transfer Proposal.
If the provisions of this clause 7 are satisfied then
the Substitute Mortgage shall be acquired from any other
relevant Fund which has been created pursuant to the
Master Trust Deed (including Origination Fund No. 3).
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
--------------------------------------------------------------------------------
8 NOTIFICATIONS OF CALCULATIONS
(a) The Manager must calculate the Collections for an immediately
preceding:
(1) Monthly Calculation Period no later than 6 Banking Days
before each Monthly Payment Date; and
(2) Quarterly Calculation Period no later than 6 Banking
Days before each Quarterly Payment Date; and.
(b) The Manager must, not later than 2 Banking Days before each
relevant Payment Date advise the Trustee and in respect of
Class A Offered Notes only, the Currency Swap Providers in
writing of:
(1) all amounts payable or to be allowed for under clause 6;
(2) reasonable details of the calculation of all such
amounts; and
(3) the Outstanding Principal Balance and Invested Amount of
each Note following the making of all payments to be
made on that relevant Payment Date in accordance with
clauses 3 and 6.
(c) The Manager must also notify the Trustee of all details of
payments which are to be made by or on behalf of the Trustee
on or by each relevant Payment Date. The Manager must, not
later than 2 Banking Days before each relevant Payment Date
also notify the Currency Swap Providers of all payments which
are to be made by or on behalf of the Trustee on each relevant
Payment Date under clauses 6.1 and 6.2 in respect of Class A
Offered Notes.
(d) In the absence of manifest error, each of the Trustee and the
Currency Swap Providers is entitled to rely (and will rely on)
conclusively on the Manager's calculations and notifications
and is not required to investigate the accuracy of them.
--------------------------------------------------------------------------------
9 AMENDMENTS TO MASTER TRUST DEED
The Master Trust Deed is amended for the purpose of the Fund as
follows and for the avoidance of doubt terms used in this clause 9,
unless otherwise defined in the Master Trust Deed, have the same
meanings given to them in this Supplementary Bond Terms Notice:
(a) Clause 1.1 - Authorised Investment
For the purposes of the definition of Authorised Investment in
clause 1.1 of the Master Trust Deed:
(1) the words ", stock" are deleted from paragraph (c) of
that definition;
(2) the words "or stock" are deleted from paragraph (d) of
that definition; and
(3) each investment must be of a type which does not
adversely affect the 50% risk weighting attributed to
the Notes by the Bank of England (as to which the
Trustee may rely conclusively on advice from the Manager
to that effect).
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(b) Clause 1.1 - Expenses
For the purpose of the definition of Expenses in clause 1.1 of
the Master Trust Deed,
(1) words "subject to clauses 14 and 18," are added at the
beginning of paragraph (m);
(2) new paragraphs (o) and (p) are inserted as follows and
the existing paragraphs (o), (p) and (q) become (q), (r)
and (s) respectively:
"(o) any fees and expenses under or in connection with
any Transaction Document payable to DTC, the Note
Trustee, the Paying Agents, [the Class A[ ] Irish
Paying Agent,] the Note Registrar, the Calculation
Agents (for which the Trustee is not personally
liable under the Transaction Documents), any
Securities System and any Stock Exchange;
(p) any costs and expenses incurred by the Trustee or
the Manager in complying with their obligations
under this Deed or any Transaction Document in
connection with compliance with Regulation AB;";
and
(3) in the existing paragraph (p) (which following the
amendment in clause 9(b)(2) is renumbered paragraph
(r)), the words ", other than as contemplated in
paragraph (p) above" are inserted at the end before the
semi-colon.
(c) Clause 1.1 - Financial Default
For the purpose of the definition of Financial Default delete
"3 Banking Days" and insert "10 Banking Days".
(d) Clause 1.1 - Fitch
For the purposes of the Fund, the definition of Fitch in
clause 1.1 of the Master Trust Deed, is deleted and the
following definition is inserted:
"FITCH RATINGS means Fitch Australia Pty Ltd and its
successors and assigns".
(e) Clause 1.1 - Manager's Default
For the purposes of the definition of Manager's Default add
"or any representation given by the Manager in any Transaction
Document in relation to the Fund is or becomes not true" after
the words "in relation to the Fund" in paragraph (a) of the
definition.
(f) Clause 1.1 - Net Income
For the purposes of the Fund, the definition of Net Income in
clause 1.1 of the Master Trust Deed is deleted.
(g) Clause 1.1 - Net Income Account
For the purposes of the Fund, the definition of Net Income
Account in clause 1.1 of the Master Trust Deed is deleted.
(h) Clause 1.1 - Noteholders Report
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
For the purposes of the Fund, the following new definition is
inserted alphabetically in clause 1.1 of the Master Trust
Deed:
"NOTEHOLDERS REPORT means the report to be delivered by
the Manager, on behalf of the Trustee, and containing
the information set out in Schedule 2 of the Note Trust
Deed with respect to the Fund;"
(i) Clause 1.1 - Operating Income
For the purposes of the Fund, the following new definition is
inserted alphabetically in clause 1.1 of the Master Trust
Deed:
"OPERATING INCOME means the gross income realised by the
Fund from its operations including rent, interest,
dividends, distributions and otherwise less expenses
arising in deriving that income including, but not
limited to:
(1) outgoings in respect of the assets of the Fund;
(2) repairs and maintenance;
(3) interest and other borrowing costs;
(4) fees paid to the Trustee and Manager; and
(5) any other amount that the Manager considers
prudent or appropriate to allow for contingencies
or future expenses that will or may arise in
respect of the Fund;".
(j) Clause 1.1 - Operating Income Account
For the purposes of the Fund, the following new definition is
inserted alphabetically in clause 1.1 of the Master Trust
Deed:
"OPERATING INCOME ACCOUNT in relation to an Origination
Fund means the bank account established by the Trustee
as trustee of that Origination Fund pursuant to clause
19.1(c);".
(k) Clause 1.1 - Rating Agency
For the purpose of definition of Rating Agency in clause 1.1
replace the word "Fitch" with the words "Fitch Ratings".
(l) Clause 1.1 - Securities System
For the purpose of the definition of Securities System in
clause 1.1 insert "or DTC" after "Euroclear".
(m) Clause 1.1 - Termination Date
For the purpose of the definition of "Termination Date" in
clause 1.1 of the Master Trust Deed;
(1) the words "and the Trustee and Manager agree that no
further Bonds are proposed to be issued by the Trustee
in relation to that Fund" are inserted at the end of
paragraph (c)(1) of that definition;
(2) paragraph "(a)" of that definition is deleted;
(3) paragraph "(b)" of that definition is re-lettered as
paragraph "(a)";
(4) paragraph "(c)" of that definition is re-lettered as
paragraph "(b)";
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(5) paragraph "(d)" of that definition is re-lettered as
paragraph "(c)"; and
(6) the words "under paragraphs (c) and (d)" in the final
paragraph of that definition are deleted and replaced
with the words "under paragraphs (b) and (c)".
(n) Clause 1.2(k)
For the purposes of the Fund, clause 1.2(k) of the Master
Trust Deed is deleted and the following new clause 1.2(k) is
inserted as follows:
"(k) Not used;".
(o) Clause 2.4 - No Further Interests
For the purposes of the Fund, a new clause 2.4 is inserted in
the Master Trust Deed as follows:
"2.4 NO FURTHER INTERESTS
The Trustee must not create any further interests
in the Funds after the date that is the eightieth
anniversary of the date of this Deed.".
(p) Clause 3.1 - Beneficial Interest in the Origination Funds
For the purpose of clause 3.1(a) of the Master Trust Deed:
(1) the words "Net Income" as it appears twice in the first
line of the paragraph are deleted, and the words "Net
Income" in the first line of the paragraph are deleted
and replaced with the words "Operating Income"; and
(2) the words "Net Income Account" in the third line of the
paragraph are deleted and replaced with the words
"Operating Income Account".
(q) Clause 5 - Notes
For the purpose of the Fund, clause 5 in the Master Trust Deed
is deleted and the following clause 5 is inserted as follows:
"5. NOTES
5.1 ACKNOWLEDGMENT OF INDEBTEDNESS
Subject to the terms of this Deed and the
Supplementary Bond Terms Notice:
(a) each entry in the Register for a Fund in
respect of [a Class A[ ] Note] [and] a Class
B Note relating to the Fund; and
(b) in relation to each Class A Offered Note
relating to a Fund, that Class A Offered
Note,
constitutes an independent and separate
acknowledgment to the relevant Noteholder by
the Trustee of its indebtedness as trustee
of the Fund for the Outstanding Principal
Balance of that Note together with the other
rights given to Noteholders under this Deed,
the Supplementary Bond Terms Notice and
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
the Security Trust Deed, and (in relation to
a Class A Offered Note) the Note Trust Deed
and the Conditions.
5.2 LEGAL NATURE OF NOTES
(a) [Class A[ ] Notes] [and] Class B Notes will
be in the form of inscribed stock, and the
Trustee's obligations in relation to the
Notes and under this Deed and this
Supplementary Bond Terms Notice (including
any obligation to pay interest or principal)
will become effective on inscription in the
Register for the Fund under this Deed and
this Supplementary Bond Terms Notice of the
details for those [Class A[ ] Notes] [and]
Class B Notes.
(b) Class A Offered Notes will be in registered
form in respect of Book-Entry Notes and will
be in registered form in respect of
Definitive Notes.
5.3 TERMS OF NOTES
(a) All Notes issued by the Trustee as trustee
of a Fund shall be issued with the benefit
of, and subject to, this Deed, the relevant
Supplementary Bond Terms Notice and the
relevant Security Trust Deed and, in
relation to Class A Offered Notes, the Note
Trust Deed and the Conditions.
(b) The documents referred to in paragraph (a)
are binding on the Manager, the Trustee, the
Note Trustee, the Security Trustee and the
Noteholders.
5.4 INTEREST AND PRINCIPAL ENTITLEMENT OF NOTEHOLDERS
Subject to this Deed, the relevant Supplementary
Bond Terms Notice and the Security Trust Deed and,
in relation to Class A Offered Notes, the Note
Trust Deed and the Conditions, the Trustee as
trustee of a Fund must, in respect of the Notes
issued by it in that capacity, pay or cause to be
paid to the Noteholders (as relevant) of those
Notes:
(a) (INTEREST) Interest on each relevant Payment
Date; and
(b) (PRINCIPAL) their Principal Entitlement on
each relevant Payment Date.
5.5 NOTES NOT INVALID IF ISSUED IN BREACH
No Note shall be invalid or unenforceable on the
ground that it was issued in breach of this Deed,
the relevant Supplementary Bond Terms Notice or
any other Transaction Document.
5.6 LOCATION OF CLASS A[ ] NOTES AND CLASS B NOTES
The property in [Class A[ ] Notes] [and] Class B
Notes shall for all purposes be regarded as
situated at the place where the Register on which
those [Class A[ ] Notes] [and] Class
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
B Notes are recorded is located.
5.7 NO DISCRIMINATION BETWEEN NOTEHOLDERS
There shall not be any discrimination or
preference between Notes within the same Class, or
the corresponding Noteholders, in relation to a
Fund by reason of the time of issue of Notes or
for any other reason, subject only to the
Supplementary Bond Terms relating to the Notes the
terms of the Security Trust Deed relating to the
Fund and the Note Trust Deed and the Conditions in
relation to the Class A Offered Notes.
5.8 NOTE REGISTER
In the event that any Definitive Notes are issued
in registered form, the Trustee (or if the Trustee
fails to do so, the Manager on behalf of the
Trustee) must, on the direction of the Manager,
appoint a person to operate and maintain a
register of those notes in accordance with
standard United States practice and law."
(r) Clause 6.2 - Limit on Interest of Income Unitholder in Assets
of an Origination Fund
For the purpose of clause 6.2 of the Master Trust Deed:
(1) the words "Net Income" in the second line of the
paragraph are deleted and replaced with the words
"Operating Income"; and
(2) the words "Net Income Account" in the fourth line of the
paragraph are deleted and replaced with the words
"Operating Income Account".
(s) Clause 6.5 - Ranking of interest of Beneficiary
For the purposes of clause 6.5 of the Master Trust Deed, the
Trustee may seek and rely upon a direction from the Note
Trustee as to the interests of the Class A Offered
Noteholders.
(t) Clauses 7.1 and 7.7(a) - Bond Issue Direction
(1) For the purposes of clause 7.1 of the Master Trust Deed,
the Securitisation Fund Bond Issue Direction for the
Notes may be issued by the Manager on or at any time
prior to the Bond Issue Date for the Notes.
(2) For the purposes of clause 7.7(a) of the Master Trust
Deed, the certification by the Manager may occur on or
at any time prior to the Bond Issue Date for the Notes.
(u) Clause 7.8 - Issue of Bonds and Transfer of Benefit of
Mortgages
(1) Clause 7.8(b) of the Master Trust Deed is amended by
inserting "in respect of Class B Notes only" after
"Applications for Bonds".
(2) Clause 7.8(c) of the Master Trust Deed is amended by
replacing paragraph (1) with the following:
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
"(1) (TRANSACTION DOCUMENTS): entered into the
Transaction Documents to which it is a party
in its capacity as trustee of the Fund;".
(v) Clause 8 - Transfer of Notes
(1) For the purposes of this Fund, clause 8 of the Master
Trust Deed applies in respect of [the Class A[ ] Notes]
[and] the Class B Notes but, except for clause 8.1(a),
(b) and (c) does not apply to the Class A Offered Notes.
(2) For the purposes of this Fund, clause 8.1(a) of the
Master Trust Deed is amended by inserting the words "and
(in respect of the Class A Offered Notes) the relevant
Note Trust Deed and Conditions" after the words "subject
to this Deed and the corresponding Supplementary Bond
Terms".
(w) Clause 9 - Note Registration Confirmation
For the purposes of this Fund, clause 9 applies to [the Class
A[ ] Notes] [and] the Class B Notes and does not apply to the
Class A Offered Notes.
(x) Clause 10.12 - Moneys Payable to Trustee
For the purposes of the Fund, the words "and any moneys
payable to the Principal Paying Agent under any Transaction
Document" are inserted after the words "subject to this Deed."
(y) Clause 11 - Origination and Management of Mortgages
A new clause 11.6 is inserted as follows:
"11.6 REPURCHASE OF MORTGAGES
(a) If the Manager determines that any representation
or warranty by the Mortgage Manager under the
Mortgage Management Agreement with respect to a
Mortgage forming part of the Securitisation Fund
is false or misleading, the Trustee, as trustee of
any other Fund created pursuant to the Master
Trust Deed, will be obliged at the request of the
Manager made in accordance with clause 10.4 to
either (at the election of the Manager):
(1) repurchase the Mortgage; or
(2) repurchase and substitute or substitute a
Mortgage in which event the Trustee shall be
obliged to comply with the provisions of
clause 7 of the Supplementary Bond Terms
Notice with respect to the substitution of
Mortgages,
within 120 days after the date of the relevant
Bond Issue Confirmation Certificate (as defined in
the Mortgage Management Agreement).
(b) For the avoidance of doubt, it is recorded that
neither the Trustee nor the Mortgage Manager shall
be obliged to pay damages to the Note Trustee or
any Class A Noteholder or any other person as a
consequence of any breach of
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
warranty on the part of the Mortgage Manager
contained in the Mortgage Management Agreement.
(c) The provisions of clauses 7.14 and 7.15 shall be
incorporated into this clause mutatis mutandis in
relation to any Mortgage repurchased and any
substitute Mortgage.
(z) Clause 12.17 - Additional Covenants by Manager
For the purposes of clause 12.17 of the Master Trust Deed, the
Manager must also:
(1) (STOCK EXCHANGE): comply with the rules and regulations
of each relevant Stock Exchange;
(2) (FILING): make or cause the making of all filings which
the Manager is actually aware are required in connection
with the Fund or the Assets of the Fund with any
Governmental Agency in any jurisdiction;
(3) (COMPLY WITH OBLIGATIONS AND LAWS): promptly comply with
all other duties and obligations imposed on the Manager
by the Transaction Documents in relation to the Fund and
comply with all relevant material laws in the relevant
jurisdiction in carrying out such duties and
obligations;
(4) (NOT MERGE): not merge or consolidate into another
entity unless the surviving entity assumes the
obligations of the Manager under the Transaction
Documents;
(5) (ENHANCEMENTS): perform all obligations within its power
to ensure that all Enhancements and ▇▇▇▇▇▇ are
maintained and available for the Fund;
(6) (AGREED PROCEDURES): not agree to any amendment to the
Agreed Procedures (as defined in the Mortgage
Origination and Management Agreement) applicable to this
Fund, unless each Designated Rating Agency has confirmed
that it will not withdraw or downgrade the rating of the
Notes as a result of such amendment; and
(7) (NOTEHOLDERS REPORT): deliver to the Trustee by not
later than two Banking Days prior to each Monthly
Payment Date the Noteholders Report for the related
Monthly Calculation Period, with written instructions
for the Trustee to forward the Noteholders Report to
[each Class A[ ] Noteholder] [and] each Class B
Noteholder.
(aa) Clause 14.1 - Retirement for Cause
For the purposes of the Fund, the following words are added at
the end of clause 14.1:
"The costs of removal of the Manager under this clause
14.1 must be borne by the Manager. The Manager agrees to
indemnify the Trustee and the Fund for these costs."
(bb) Clause 16.3 - To act honestly, diligently and prudently
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
Clause 16.3 of the Master Trust Deed is amended by:
(1) replacing "." at the end of paragraph (g) with ";"; and
(2) inserting new sub-clauses (i) and (j) as follows:
"(i) (REMOVAL OF THE TRUSTEE'S AGENTS OR DELEGATES):
remove any agent or delegate of the Trustee that
breaches any obligation or duty imposed on the
Trustee under this Deed or any other Transaction
Document in relation to the Fund where the Manager
reasonably believes it will adversely affect the
rating of either or both of the Class A Notes and
the Class B Notes by the Designated Rating
Agencies within 45 days' notice from the Manager
to the Trustee to remove that agent or delegate;
and
(j) (AGREED PROCEDURES): not agree to any amendment to
the Agreed Procedures (as defined in the Mortgage
Origination and Management Agreement) applicable
to this Fund, unless each Designated Rating Agency
has confirmed that it will not withdraw or
downgrade the rating of the Notes as a result of
such amendment."
(cc) A new clause 16.10 inserted into the Master Trust Deed as
follows:
"16.10 Compliance with laws
The Trustee must comply with all relevant material laws
in the relevant jurisdiction in performance of its
duties and in exercising its discretions under the
Transaction Documents."
(dd) Clause 18.1 - Retirement for Cause
For the purposes of the Fund, the following words are added at
the end of clause 18.1:
"The costs of removal of the Trustee under this clause
18.1 must be borne by the Trustee. The Trustee agrees to
indemnify the Manager and the Fund for these costs."
(ee) Clause 19.1 - Opening of bank accounts
For the purposes of the Fund, the following amendments are
made to clause 19.1 of the Master Trust Deed:
(1) in first and fourth lines of clause 19.1(c), the words
"Net Income Account" are deleted and replaced with the
words "Operating Income Account"; and
(2) the following new clause 19.1(d) is inserted immediately
after clause 19.1(c):
"(d) (Change Bank Accounts): If a bank account for a
Fund is held with a Bank which ceases to have the
ratings specified in a Supplementary Bond Terms
Notice in respect of the Fund, the Manager must
direct the Trustee to, and the Trustee shall, as
soon as practicable, and in any event, within 10
days of receipt of actual notice of that
cessation:
(1) close that account; and
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(2) transfer all funds standing to the credit of
that account to another existing bank
account for the Fund with a Bank which has
the specified rating, or if none, open such
an account, as nominated by the Manager."
(ff) Clause 19.2 - Location of Bank Accounts
For the purpose of clause 19.2(a) of the Master Trust Deed,
the words "Net Income Account" in the third line of the
paragraph are deleted and replaced with the words "Operating
Income Account".
(gg) Clause 19.10 - All Transactions through Central Accounts
For the purposes of clause 19.10(c) of the Master Trust Deed:
(1) the words "Net Income" as it appears twice in the first
line of the paragraph are deleted, and the words "Net
Income" in the first line of the paragraph are deleted
and replaced with the words "Operating Income";
(2) the words "Net Income Account" in the second line of the
paragraph are deleted and replaced with the words
"Operating Income Account".
(hh) Clause 21.3 - Accounts to be kept in accordance with Approved
Accounting Standards
For the purposes of the Fund, clause 21.3 of the Master Trust
Deed is deleted and replaced with the following new clause
21.3:
"21.3 NOT USED".
(ii) Clause 22 - Payments
For the purposes of the Fund, the following amendments are
made to the Master Trust Deed:
(1) clause 22.1(d) is deleted and replaced with the
following:
"fourthly, subject to clause 22.4, to the Income
Unitholder in accordance with its instructions";
(2) in clause 22.1(d), the words "Net Income" are deleted
and replaced with the words "Operating Income";
(3) clause 22.2(d) is deleted and replaced with the
following:
"(d) fourthly, subject to clause 22.4, to the Residual
Capital Unitholder in accordance with its instructions";
(4) in clause 22.3(a), the words "Net Income" in the first
line of the paragraph are deleted and replaced with the
words "Operating Income", and the words "Net Income" in
the third line of the paragraph are deleted and replaced
with the words "Operating Income";
(5) in clause 22.3(b), the words "Net Income" as it appears
twice in the first line of the paragraph are deleted,
and the words "Net Income" in the first line of the
paragraph are deleted and replaced with the words
"Operating Income";
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(6) in clause 22.3(b), the words "Net Income" in the fourth
line of the paragraph are deleted and replaced with the
words "Operating Income";
(7) in clause 22.3(c), the words "Net Income" in the first
line of the paragraph are deleted and replaced with the
words "Operating Income", the words "Net Income" in the
second line of the paragraph are deleted and replaced
with the words "Operating Income", and the words "Net
Income Account" in subparagraph (2) are deleted and
replaced with the words "Operating Income Account"; and
(8) clause 22.3(d) is deleted and replaced with the
following:
"(d) Upon termination of the Fund, the surplus capital
of the Fund remaining after satisfaction by the Trustee
of all of its obligations in respect of the Fund shall
be paid in relation to the first $100 only to the
Residual Capital Unitholder and in relation to the
balance to the Income Unitholder".
(jj) Clause 22.7 - Net Income, Income and Capital
For the purpose of clause 22.7 of the Master Trust Deed,
clause 22.7 is deleted and replaced with the following new
clause 22.7:
"22.7 OPERATING INCOME, INCOME AND CAPITAL
(a) For each Income Distribution Period the Manager
must determine the Operating Income for the Income
Distribution Period.
(b) If no determination is made or to the extent to
which no determination is made under clause
22.7(a), then the Distributable Income for that
Income Distribution Period is equal to the
Operating Income for that Income Distribution
Period.
(c) In determining the Operating Income the Manager
does not have to take into account accounting
standards or generally accepted accounting
principles and practices which apply to trusts.
(d) Any references in this Deed to "CAPITAL" or
"INCOME" will, for an Income Distribution Period
of a Fund have a corresponding meaning consistent
with the application of the foregoing for that
Income Distribution Period of the Fund.".
(kk) Clause 23 - The Register
For the purpose of this Fund paragraphs (g) to (m) inclusive
of clause 23.1 and clauses 23.5, 23.6 and 23.7 of the Master
Trust Deed do not apply to the Class A Offered Notes.
(ll) Clause 25 - Payments generally
For the purpose of the Fund clause 25 is amended as follows:
(1) By deleting "in Australia" from clause 25.1(b).
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(2) By inserting as clause 25.5 the following:
"25.5 CLASS A OFFERED NOTES
(a) Clause 25.1 to 25.3 inclusive apply to [the Class
A[ ] Notes] [and] the Class B Notes only and not
to the Class A Offered Notes and the following
provisions of this clause 25.5 apply to the Class
A Offered Notes only and not to [the Class A[ ]
Notes] [and] the Class B Notes.
(b) Any payment made by or on behalf of the Trustee in
respect of any Class A Offered Note must be made
in accordance with the relevant Supplementary Bond
Terms Notice and the relevant Note Trust Deed.
(c) There is a full satisfaction of the moneys payable
under a Class A Offered Note, and a good discharge
to the Trustee and the Manager (as the case may
be) in relation to that Class A Offered Note, when
so provided under the Note Trust Deed."
(3) A new clause 25.6 inserted into the Master Trust Deed as
follows:
"25.6 TAXATION
(a) (NET PAYMENTS): Subject to this clause, payments
in respect of the Notes shall be made free and
clear of, and without deduction for, or by
reference to, any present or future Taxes of any
Australian Jurisdiction unless required by law.
(b) (INTEREST WITHHOLDING TAX - CLASS B NOTES): All
payments in respect of the Class B 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
any person making payments on behalf of the
Trustee is required by applicable law to make any
such payment in respect of the Class B Notes
subject to any withholding or deduction for, or on
account of, any present or future taxes, duties or
charges of whatever nature. In that event the
Trustee or any person making payments on behalf of
the Trustee (as the case may be) will make such
payment after such withholding or deduction has
been made and will account to the relevant
authorities for the amount so required to be
withheld or deducted. Neither the Trustee, any
person making payments on behalf of the Trustee or
any note trustee will be obliged to make any
additional payments to Class B Noteholders in
respect of that withholding or deduction.
(c) (INTEREST WITHHOLDING TAX - CLASS A NOTES):
Payments on Class A Notes by or on behalf of the
Trustee will be made subject to deduction for any
Interest Withholding Tax (being tax imposed under
Division 11A of Part IIIA of the Income Tax
Assessment Act 1936 on amounts of, or deemed to
be, interest or in the nature of interest) and all
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
other withholdings and deductions referred to in
Condition 7 of the Class A Notes.
(d) (TAX FILE NUMBERS): The Trustee or any person
making payments on behalf of the Trustee will be
required to deduct tax-at-source on interest
payments on any Class A Note or Class B Note to
each Class A Noteholder or Class B Noteholder who
has or is required to have a Tax File Number at
the highest personal marginal tax rate unless the
Trustee or any person making payments on behalf of
the Trustee receives from such Class A Noteholder
or Class B Noteholder the Tax File Number (as
defined in the Income Tax Assessment Act 1936) of
that Class A Noteholder or Class B Noteholder, or
evidence of any exemption the Class A Noteholder
or Class B Noteholder may have from the need to
advise the Trustee or any person making payments
on behalf of the Trustee of a Tax File Number. The
Tax File Number or appropriate evidence (as the
case may be) must be received by the Trustee or
any person making payments on behalf of the
Trustee not less than ten Banking Days prior to
the relevant payment date. The Trustee, or any
person making any payments on behalf of the
Trustee, is entitled to deduct any such
tax-at-source required to be paid by it in
relation to the Class A Notes or the Class B Notes
at that highest personal marginal tax rate if no
Tax File Number or exemption (as the case may be)
is provided."
(mm) Clause 26.16 - Trustee's Right of Indemnity
For the purposes of this Fund, delete clause 26.16 and
substitute the following:
"26.16 LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY
(a) Subject to this Deed, a liability of the Trustee as
trustee of the Fund arising under or in connection with
this Deed is limited to and can be enforced against the
Trustee only to the extent to which it can be satisfied
out of the assets of the Fund which are available to
satisfy the right of the Trustee to be exonerated or
indemnified for the liability. This limitation of the
Trustee's liability applies despite any other provision
of this Deed 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 Fund.
(b) Subject to clause 26.16(c), no person (including any
Relevant Party) may take action against the Trustee in
any capacity other than as trustee of the Fund or seek
the appointment of a receiver (except under the Security
Trust Deed in respect of the Fund), or a liquidator, an
administrator or any similar person to the Trustee or
prove in any liquidation, administration or arrangement
of or affecting the Trustee (except in relation to the
assets of the Fund).
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(c) The provisions of this clause 26.16 shall not apply to
any obligation or liability of the Trustee to the extent
that it is not satisfied because under a Transaction
Document for the Fund or by operation of law there is a
reduction in the extent of the Trustee's indemnification
or exoneration out of the assets of the Fund, as a
result of the Trustee's fraud, negligence or wilful
default.
(d) It is acknowledged that the Relevant Party is
responsible under this Deed or the other Transaction
Documents for the Fund for performing a variety of
obligations relating to the Fund. No act or omission of
the Trustee (including any related failure to satisfy
its obligations under this Deed) will be considered
fraud, negligence or wilful default of the Trustee for
the purposes of clause 26.16(c) to the extent to which
the act or omission was caused or contributed to by any
failure by the Relevant Party or any other person who
has been delegated or appointed by the Trustee in
accordance with the Transaction Documents for the Fund
to fulfil its obligations relating to the Fund or by any
other act or omission of the Relevant Party or any other
person.
(e) No attorney, agent, receiver or receiver and manager
appointed in accordance with this Deed or any other
Transaction Document for the Fund has authority to act
on behalf of the Trustee in a way which exposes the
Trustee to any personal liability and no act or omission
of any such person will be considered fraud, negligence
or wilful default of the Trustee for the purposes of
clause 26.16(c).
(f) In this clause 26.16 Relevant Parties means any party to
a Transaction Document other than the Trustee.
(g) The Issuer is not obliged to do or refrain from doing
anything under this agreement (including incur any
liability) unless the Trustee's liability is limited in
the same manner as set out in paragraphs (a) to (e) of
this clause 26.16."
(nn) Clause 28 - Amendment
For the purposes of this Fund, the reference to prior consent
of the Bondholders in clause 28.2 is a reference to the
Extraordinary Resolution of Voting Secured Creditors passed in
accordance with Schedule 1 of the Security Trust Deed.
(oo) Schedule 9 - Amendment
For the purposes of this Fund, delete the word "15th
September, December, March and June" in the definition of "Fee
Payment Date"" in clause 1 and insert the words "[ ]th day of
[ ], [ ], [ ] and [ ]" and delete the
word "15th" in the definition of "Valuation Date" in clause 1
and insert the word "last".
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
--------------------------------------------------------------------------------
10 RATING AGENCY REQUIREMENTS
10.1 DESIGNATED RATING AGENCIES
The Designated Rating Agencies for the Notes as at the Closing Date
are [▇▇▇▇▇'▇], [S&P] and [Fitch Ratings].
10.2 DESIGNATED RATINGS
The Designated Ratings for the Notes are as follows:
(a) For the Class A Notes:
(1) in the case of [▇▇▇▇▇'▇] - ["Aaa"];
(2) in the case of [S&P] - ["AAA"];
(3) in the case of [Fitch Ratings] - ["AAA"]; and
(b) For the Class B Notes:
(1) In the case of [▇▇▇▇▇'▇] - ["Aa2"];
(2) In the case of [S&P] - ["AA"]; and
(3) In the case of [Fitch Ratings] - ["AA"].
10.3 MINIMUM RATING REQUIREMENTS
Subject to clauses 5.3 and 10.4, all Authorised Investments of the
Fund other than cash and Mortgages must be rated "AAA" or "A-1+" by
[S&P] and "Aaa" or "Prime-1" by [▇▇▇▇▇'▇] and "AAA" or "F1+" by
[Fitch Ratings].
10.4 BANKS
(a) Subject to clause 10.4(b), any bank account for the purposes
of clause 19.1 and 19.11 of the Master Trust Deed must be with
a Bank which has a short-term rating of at least "P-1"
[(▇▇▇▇▇'▇)], "A-1+" [(S&P)] and "F1" [(Fitch Ratings)].
(b) Subject to clause 5.3, the Assets of the Fund may be invested
in deposits which mature or are callable within 30 days of
being made with a Bank rated at least "A-1" by [S&P], provided
that the aggregate amount of such deposits does not at any
time exceed 20% of the Total Outstanding Principal Balance.
10.5 NOTIFICATIONS TO DESIGNATED RATING AGENCIES
The Manager must give written notice to each Designated Rating
Agency:
(a) of the occurrence of an Event of Default under the Security
Trust Deed, promptly upon becoming aware of the same;
(b) prior to any amendment being made to any Transaction Document
(including any change to any of the parties to any Transaction
Document); and
(c) of a breach of a provision of a Transaction Document relating
to the Securitisation Fund, promptly upon becoming aware of
the same, which
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
breach is in the reasonable opinion of the Manager likely to
have a material adverse effect on the ability of the Trustee
to meet its obligations in respect of the Notes.
10.6 NO OTHER REQUIREMENTS
For the purposes of the Master Trust Deed, there are no minimum
rating requirements in relation to the Fund, other than those
expressly set out in this Supplementary Bond Terms Notice.
10.7 LOAN FACILITIES
The Manager must:
(a) ensure that the form of documentation to provide Loan Redraw
Facilities or Top-up Loans is approved by the Mortgage
Insurer; and
(b) that the provision of any Loan Redraw Facility or Top-up Loan
is made in accordance with any relevant terms of the Mortgage
Insurance Policy.
10.8 TOP-UP LOANS
In relation to a Top-up Loan, the Manager must ensure that in any
Calculation Period:
(a) a Top-up Loan may only be made if the current weighted average
LTV of the Pool, after giving effect to the Top-up Loan, has
increased by no more than [2]% of the weighted average LTV of
the Pool as at the Cut-Off Date;
(b) after giving effect to the Top-up Loan, the weighted average
LTV of the Pool must not exceed the weighted average Original
LTV of the Pool as of the Cut-Off;
(c) after giving effect to the Top-up Loan, the percentage of
Loans in the Pool with an Original LTV over [80]% must not
exceed the percentage of Loans in the Pool with an Original
LTV over [80]% as of the Cut-Off Date by more than [2]%;
(d) a Top-up Loan will only be made if the term of the relevant
Loan will not be increased as a result of the Top-up Loan
being made;
(e) a Top-up Loan will only be made for a period of [12] [18] [24]
months after the Closing Date;
(f) the aggregate of the Top-up Loans to be funded after the
Suspension Date will not exceed [5]% of the Pool as at the
Suspension Date; and
(g) a Top-up Loan may only be made if there are as of the Cut-Off
no unreimbursed Carry Over Class A Charge Offs, Carry Over
Class B Charge Offs, Carry Over Redraw Charge Offs and Carry
Over Top-up Charge Offs;
or on such other conditions (whether in substitution or in addition
to the above) as may be agreed by the Designated Rating Agencies and
the Manager from time to time and notified to the Trustee.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
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11 THRESHOLD RATE
(a) In exercising its powers and performing its obligations under
the Master Trust Deed, the Manager must at all times ensure
that, to the extent that the Trustee is entitled to do so
under the terms of the Mortgages, the rate of interest payable
on or in respect of Loans secured by Mortgages comprised in
the Assets of the Fund is changed from time to time so that:
(1) on the assumption that all parties to all of the
Transaction Documents and all issuers of Authorised
Investments from time to time comprised in the Assets of
the Fund have complied and will at all times comply in
full with their respective obligations under those
Transaction Documents and Authorised Investments; and
(2) having regard to:
(A) the terms of the Transaction Documents;
(B) the terms of the Mortgages comprised in the Assets
of the Fund;
(C) the anticipated Expenses of the Fund;
(D) the amount of the Cash Collateral in the Cash
Collateral Account;
(E) all other information available to the Manager;
(F) the Benchmark Rate from time to time; and
(G) any mismatch between the time at which the
Benchmark Rate is determined and the time at which
the rate of interest payable on or in respect of
Loans secured by the Mortgages comprised in the
Assets of the Fund may be reset,
the Trustee will have available to it at all times
sufficient funds to enable it to comply with all of its
obligations under the Transaction Documents relating to
the Fund as they fall due (other than any payments of
interest on the Liquidity Notes).
(b) Without limiting the operation of clause 11(a), the interest
rate applicable to each fixed interest period of the Loan
secured by a Mortgage comprised in the Assets of the Fund must
be equal to or greater than:
(1) for so long as the Outstanding Principal Balance of all
such Loans is equal to or less than [25]% of the
Outstanding Principal Balance of all Loans secured by
Mortgages comprised in the Assets of the Fund, the rate,
expressed as a percentage, determined by the Manager to
be the fixed-floating swap rate for the period most
closely approximating the term of the fixed interest
period of the Loans secured by the Mortgages plus
[0.80]%; and
(2) for so long as the Outstanding Principal Balance of all
such Loans is greater than [25]% of the Outstanding
Principal Balance of all Loans secured by Mortgages
comprised in the Assets of the Fund, such rate as agreed
from time to time between the Manager and each
Designated Rating Agency.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(c) For the purposes of clause 11(a) it is acknowledged that if
there is any shortfall under any determination under clause
11(a), the Manager may direct the Trustee to make a drawing
under the Payment Funding Facility in respect of that
shortfall (to the extent it has not already done so in respect
of the shortfall) provided that:
(1) such a drawing must be made in accordance with clause
5.5(b)(2) of the Initial Payment Funding Facility; and
(2) if such a drawing is not made the Manager must comply
with clauses 11(a) and 11(b).
--------------------------------------------------------------------------------
12 BENEFICIARIES
(a) The Beneficiaries hold the beneficial interest in the Fund in
accordance with the Master Trust Deed and this Supplementary
Bond Terms Notice.
(b) The beneficial interest held by each Beneficiary is limited to
the Fund and each Asset of the Fund subject to and in
accordance with the Master Trust Deed and this Supplementary
Bond Terms Notice.
(c) Subject to clause 12(d), no Beneficiary has any right to
receive distributions in respect of the Fund other than the
right to receive on the termination of the Fund the entire
beneficial interest of the Fund.
(d) The Income Unitholder has the right to receive distributions
in respect of the Fund under the Master Trust Deed and this
Supplementary Bond Terms Notice to the extent that Net Income
is available for distribution under the Master Fund Deed and
this Supplementary Bond Terms Notice.
(e) The Beneficiaries may not assign, or create or allow to exist
any Encumbrance over, its rights or interests in respect of
the Fund if to do so might have an adverse tax consequence in
respect of the Fund.
--------------------------------------------------------------------------------
13 NOTE TRUSTEE
13.1 CAPACITY
The Note Trustee is a party to this Supplementary Bond Terms Notice
in its capacity as trustee for the Class A Offered Noteholders from
time to time under the Note Trust Deed and, for the purposes of
clause 16 in its capacity as the Principal Paying Agent, the
Calculation Agent and the Note Registrar.
13.2 EXERCISE OF RIGHTS
(a) The rights, remedies and discretions of the Class A Offered
Noteholders under the Transaction Documents including all
rights to vote or give instructions to the Security Trustee
and to enforce undertakings or warranties under the
Transaction Documents, except as otherwise provided in the
Note Trust Deed or the Security Trust Deed, may only be
exercised by the Note Trustee on behalf of the Class A Offered
Noteholders in accordance with the Note Trust Deed.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(b) The Class A Offered Noteholders, except as otherwise provided
in the Note Trust Deed or the Security Trust Deed, may only
exercise enforcement rights in respect of the Charged Property
through the Note Trustee and only in accordance with the
Transaction Documents.
13.3 REPRESENTATION AND WARRANTY
The Note Trustee represents and warrants to each other party to this
Supplementary Bond Terms Notice that it has the corporate power to
enter into the Transaction Documents to which it is a party and to
exercise the rights, remedies and discretions of, and to vote on
behalf of the Class A Offered Noteholders, in accordance with the
Note Trust Deed and the Security Trust Deed.
13.4 PAYMENTS
Any payment to be made to the Class A Offered Noteholders under the
Transaction Documents may be made to the Principal Paying Agent or
the Note Trustee (as the case may be) in accordance with the Note
Trust Deed.
--------------------------------------------------------------------------------
14 SECURITY TRUST DEED
14.1 COMPLIANCE WITH SECURITY TRUST DEED
The parties to this Supplementary Bond Terms Notice agree to comply
with clause 12.14 of the Security Trust Deed.
14.2 LIMITATION OF LIABILITY OF SECURITY TRUSTEE
Clause 26.2 of the Security Trust Deed is incorporated as if set out
in full in this Supplementary Bond Terms Notice except that any
reference to "this Deed" is taken to be a reference to "this
Supplementary Bond Terms Notice".
--------------------------------------------------------------------------------
15 MISCELLANEOUS
15.1 BANKING DAY
Except where this Supplementary Bond Terms Notice expressly provides
to the contrary, where any determination, date, payment, matter or
thing falls under this Supplementary Bond Terms Notice on a day
which is not a Banking Day, then such determination, date, payment,
matter or thing shall be done or extended to the first Banking Day
thereafter.
15.2 PROVISIONS OF THE MASTER TRUST DEED TO APPLY
Other than as expressly set out herein, or inconsistent with this
Supplementary Bond Terms Notice, but subject to clause 15.4, the
provisions of the Master Trust Deed shall apply to all Notes and to
all Noteholders.
15.3 LIMITATION OF LIABILITY - TRUSTEE
Without derogating from the generality of clause 15.2 nothing in
this
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
Supplementary Bond Terms Notice shall, nor shall it be construed as,
limiting or in any way affecting the full operation of clause 26 of
the Master Trust Deed.
15.4 AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF NOTES
Notwithstanding clause 7.9 of the Master Trust Deed, the aggregate
Outstanding Principal Balance of Notes created on the Bond Issue
Date may exceed the then aggregate Outstanding Principal Balance of
the Portfolio of Mortgages attached to the Bond Issue Direction.
15.5 ATTORNEY
Each of the Attorneys executing this notice states that the Attorney
has no notice of alteration to, or revocation or suspension of, the
power of attorney appointing that Attorney.
15.6 KNOW YOUR CUSTOMER
Subject to any confidentiality, privacy or general trust law
obligations owed by the Trustee to Bondholders and any applicable
confidentiality or privacy laws, except to the extent those
obligations or laws are overridden by applicable anti-money
laundering or counter-terrorism financing laws, each party hereto
(INFORMATION PROVIDER) agrees to provide any information and
documents reasonably required by another party hereto (INFORMATION
RECEIVER) for the Information Receiver to comply with any applicable
anti-money laundering or counter-terrorism financing laws including,
without limitation, any laws imposing "know your customer" or other
identification checks or procedures on a party, but only to the
extent that such information is in the possession of, or otherwise
readily available to, the Information Provider. The Information
Receiver may, to the extent required by law, decline to perform its
affected obligations under the Transaction Documents to which it is
a party. Any Information Receiver receiving information and
documents pursuant to this clause 15.6 agrees to utilize such
information and documents solely for the purpose of complying with
applicable anti-money laundering or counter-terrorism financing
laws.
15.7 COMPLIANCE WITH REGULATION AB
In relation to compliance with Regulation AB:
(a) the Manager and the Trustee acknowledge and agree that the
purpose of this clause 15.7 is to facilitate compliance by the
Trustee in relation to the Securitisation Fund with the
provisions of Regulation AB and related rules and regulations
of the Commission to the extent applicable to the Trustee;
(b) the Manager shall not exercise its right to request delivery
of information or other performance under these provisions
other than as required to comply with the Securities Act, the
Exchange Act and the rules and regulations of the Commission
thereunder, including Regulation AB, with respect to the
Securitisation Fund. The Manager shall not request the
delivery of information or other performance under this clause
15.7 unless the Manager is required under the Exchange Act to
file an annual report on Form 10-K with respect to the
Securitisation Fund. The Manager and the Trustee acknowledge
that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance
provided
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
by the Commission or its staff, consensus among participants
in the asset-backed securities markets, advice of counsel, or
otherwise, and agrees to comply with requests made by the
Manager in good faith for delivery of information under these
provisions on the basis of evolving interpretations of
Regulation AB; provided that, to the extent the Manager and
the Trustee do not agree with respect to an interpretation of
Regulation AB, the Manager and the Trustee shall obtain a
written opinion of counsel of U.S. national reputation in the
practice of U.S. federal securities laws reasonably acceptable
to the Manager and the Trustee, addressed to the Manager and
the Trustee, stating the opinion of such counsel with respect
to the interpretation of the relevant provision(s) of
Regulation AB; provided, further, that the costs and fees of
such counsel incurred in the preparation of such written
opinion shall be divided equally between the Manager and the
Trustee. In relation to the Securitisation Fund, the Trustee
shall cooperate fully with the Manager to deliver to the
Manager (including any of its assignees or designees), any and
all statements, reports, certifications, records and any other
information within the control of the Trustee or for which the
Trustee is responsible necessary in the good faith
determination of the Manager to permit the Manager to comply
with the provisions of Regulation AB, together with such
disclosures relating to the Manager, the Trustee, any
Subcontractor of the Trustee, the Loans, the servicing of the
Loans or any other servicing activities within the meaning of
Item 1122 of Regulation AB, reasonably believed by the Manager
to be necessary in order to effect such compliance;
(c) the Manager (including any of its assignees or designees)
shall cooperate with the Trustee by providing timely notice of
requests for information under these provisions following the
Manager becoming aware that it is required under the Exchange
Act to file an annual report on Form 10-K in any year and by
reasonably limiting such requests to information required, in
the Manager's reasonable judgment, to comply with Regulation
AB;
(d) the Trustee acknowledges and agrees that, to the extent the
Manager reasonably determines, upon consultation with, and to
the extent agreed with, the Trustee, that the Trustee is
"participating in the servicing function" in relation to the
Securitisation Fund within the meaning of Item 1122 of
Regulation AB, the Trustee will comply with the applicable
requirements contained in clause 15.7(e) - (i); provided that,
to the extent the Manager and the Trustee do not agree whether
the Trustee is "participating in the servicing function" with
respect to one or more Servicing Criteria within the meaning
of Item 1122 in relation to the Securitisation Fund, the
Manager and the Trustee shall obtain a written opinion of
counsel of U.S. national reputation in the practice of U.S.
federal securities laws reasonably acceptable to the Manager
and the Trustee, addressed to the Manager and the Trustee,
stating whether, in the opinion of such counsel, the Trustee
is "participating in the servicing function" with respect to
such Servicing Criteria within the meaning of Item 1122 in
relation to the Securitisation Fund; provided, further, that
the costs and fees of such counsel incurred in the preparation
of such written opinion shall be divided equally between the
Manager and the Trustee;
(e) on or before September 1 of each calendar year, commencing in
[ ], the Trustee shall upon the reasonable request of the
Manager:
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(1) deliver to the Manager a report (in form and substance
reasonably satisfactory to the Manager) regarding the
Trustee's assessment of compliance with the Servicing
Criteria during the immediately preceding financial year
ended June 30, as required under Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122 of Regulation AB. Such
report shall be addressed to the Manager and signed by
an authorized officer of the Trustee, and shall address
each of the Servicing Criteria specified on a
certification substantially in the form of Schedule 2
hereto and addressing, at a minimum, the criteria
identified in Schedule 3 hereto as "Applicable Servicing
Criteria", but only with respect to such of the
Servicing Criteria that the Trustee performs;
(2) deliver to the Manager a report of a registered public
accounting firm reasonably acceptable to the Manager
that attests to, and reports on, the assessment of
compliance made by the Trustee and delivered pursuant to
the preceding paragraph. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange
Act;
(3) cause each Subcontractor of the Trustee (if any)
determined by the Trustee pursuant to clause 15.7(f) to
be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, to deliver to the
Manager an assessment of compliance and accountants'
attestation as and when provided in clause 15.7(e)(1)
and (2), but only with respect to such of the Servicing
Criteria that such Subcontractor of the Trustee
performs;
An assessment of compliance provided by a Subcontractor of the
Trustee pursuant to clause 15.7(e)(3) need not address any
elements of the Servicing Criteria other than those specified
by the Trustee pursuant to clause 15.7(f), and need only
address such of the Servicing Criteria that such Subcontractor
performs;;
(f) in relation to the use of Subcontractors:
(1) the Trustee shall promptly upon the reasonable request
of the Manager provide to the Manager (or any designee
of the Manager) a written description (in form and
substance satisfactory to the Manager) of the role and
function of each Subcontractor utilized by the Trustee,
specifying:
(A) the identity of each such Subcontractor;
(B) which (if any) of such Subcontractors are
"participating in the servicing function" within
the meaning of Item 1122 of Regulation AB; and
(C) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by
each Subcontractor identified pursuant to clause
15.7(f)(1)(B);
(2) as a condition to the utilization of any Subcontractor
determined to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation
AB, (i) the Trustee shall cause any such Subcontractor
used by the Trustee for the benefit of the Manager to
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
comply with the provisions of clauses 15.7(e) - (i),
15.8 and 15.9 of this Supplementary Bond Terms Notice to
the same extent as if such Subcontractor were the
Trustee (provided that in the case of a Subcontractor of
the Trustee, the obligations of such Subcontractor under
clause 15.7(g) will be owed directly to the Manager and
the Trustee will do all things reasonably necessary to
cause the Subcontractor to owe such obligations directly
to the Manager) and (ii) the Trustee shall obtain the
written consent of the Manager (which is not to be
unreasonably withheld or delayed) to the utilization of
such Subcontractor. The Trustee shall be responsible for
obtaining from each Subcontractor and delivering to the
Manager any assessment of compliance and accountants'
attestation required to be delivered by such
Subcontractor under clause 15.7(e) - (i), in each case
as and when required to be delivered;
(g) the Trustee shall indemnify the Manager, and shall hold the
Manager harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and
expenses that it sustains directly as a result of:
(1) any untrue statement of a material fact contained or
alleged to be contained in any information, report,
certification, accountants' letter or other material
provided in written or electronic form under this clause
15.7 by or on behalf of the Trustee, or provided under
this clause 15.7 by or on behalf of any Subcontractor of
the Trustee (collectively, the "TRUSTEE INFORMATION");
provided that in the case of any untrue statement of a
material fact contained or alleged to be contained in
the accountant's letter, the Trustee will indemnify and
hold harmless the Manager only to the extent of the sum
that the Trustee recovers from the accounting firm
providing such accountant's letter (which recovery the
Trustee must if the Trustee in good faith determines the
Trustee is entitled to do so after taking professional
advice pursue including by taking action in any relevant
court of competent jurisdiction); provided, further,
that the Trustee will not indemnify and hold harmless
the Manager to the extent that the untrue statement of a
material fact contained or alleged to be contained in
the Trustee Information relates to information provided
to the Trustee by the Manager or any other party to
enable the Trustee to complete its duties under the
Transaction Documents; or
(2) the omission or alleged omission to state in the Trustee
Information a material fact required to be stated in the
Trustee Information or necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by
way of clarification, that this clause 15.7(g)(2) shall
be construed solely by reference to the Trustee
Information and not to any other information
communicated in connection with a sale or purchase of
securities, without regard to whether the Trustee
Information or any portion thereof is presented together
with or separately from such other information;
provided, further, that in the case of the omission or
alleged omission to state in an
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
accountant's letter a material fact required to be
stated in the accountant's letter or necessary in order
to make the statements therein, in the light of the
circumstances under which they were made, not
misleading, the Trustee will indemnify and hold harmless
the Manager only to the extent of the sum that the
Trustee recovers from the accounting firm providing such
accountant's letter (which recovery the Trustee must if
the Trustee in good faith determines the Trustee is
entitled to do so after taking professional advice
pursue including by taking action in any relevant court
of competent jurisdiction); provided, further, that the
Trustee will not indemnify and hold harmless the Manager
to the extent that the omission or alleged omission to
state in the Trustee Information a material fact
required to be stated in the Trustee Information or
necessary in order to make the statements therein, in
the light of the circumstances under which they were
made, not misleading, relates to information provided to
the Trustee by the Manager or any other party to enable
the Trustee to complete its duties under the Transaction
Documents; or
(3) any failure by the Trustee or any Subcontractor of the
Trustee to deliver any information, report,
certification, accountants' letter or other material
when and as required under this clause 15.7, including
any failure by the Trustee to disclose any
non-compliance with any of the Servicing Criteria in a
certification or to identify pursuant to clause 15.7(f)
any Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation
AB. In the case of any failure of performance described
in clause 15.7(g)(3), the Trustee shall promptly
reimburse the Manager, for all costs reasonably incurred
by the Manager in order to obtain the information,
report, certification, accountants' letter or other
material not delivered as required by the Trustee or any
Subcontractor of the Trustee;
(h) any failure by the Trustee or any Subcontractor of the Trustee
to:
(1) deliver any information, report, certification,
accountants' letter or other material when and as
required under this clause 15.7, shall, except as
provided in clause 15.7(h)(2), immediately and
automatically, without notice or grace period, entitle
the Manager, in its sole discretion:
(A) to remove the Trustee or direct the Trustee to
remove the Subcontractor of the Trustee from the
performance of any activities which the Manager
reasonably determines to constitute "participating
in the servicing function" in relation to the
Securitisation Fund within the meaning of Item
1122 of Regulation AB; and
(B) to replace such party with respect to such
activities, each at the expense of the Trustee,
without payment (notwithstanding anything in the
Transaction Documents to the contrary) of any
compensation to the Trustee; provided that to the
extent that any provision of the Transaction
Documents expressly provides for the survival of
certain
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
rights or obligations following termination of the
Trustee, such provision shall be given effect;
(2) deliver any information, report, certification or
accountants' letter when and as required under clause
15.7(e) - (i) or (except as provided below) any failure
by the Trustee to identify pursuant to clause 15.7(f)
any Subcontractor of the Trustee "participating in the
servicing function" within the meaning of Item 1122 of
Regulation AB, which continues unremedied for ten
calendar days after the date on which such information,
report, certification or accountants' letter was
required to be delivered, shall entitle the Manager, in
its sole discretion:
(A) to remove the Trustee or direct the Trustee to
remove the Subcontractor of the Trustee from the
performance of any activities which the Manager
reasonably determines to constitute "participating
in the servicing function" in relation to the
Securitisation Fund within the meaning of Item
1122 of Regulation AB; and
(B) to replace such party with respect to such
activities, in the case of the Trustee or any
Subcontractor of the Trustee, at the expense of
the Trustee, without payment (notwithstanding
anything in the Transaction Documents to the
contrary) of any compensation to the Trustee;
provided that to the extent that any provision of the
Transaction Documents expressly provides for the
survival of certain rights or obligations following
termination of the Trustee, such provision shall be
given effect; and
(i) the Trustee shall promptly reimburse the Manager (or any
designee of the Manager), for all reasonable expenses incurred
by the Manager (or such designee), as such are incurred, in
connection with the termination of the Trustee and the
transfer of servicing activities within the meaning of Item
1122 of Regulation AB to a successor. The provisions of this
clause 15.7(i) shall not limit whatever rights the Manager may
have under other provisions of the Transaction Documents or
otherwise, whether in equity or at law, such as an action for
damages, specific performance or injunctive relief.
15.8 DIRECTION OF CLAIMS BY THE MANAGER
(a) If the Trustee is entitled to recover from the accounting firm
providing the accountant's letter referred to in clause
15.7(g) by any action, proceeding, claim or demand ((for the
purpose of this clause 15.8, a CLAIM), the Trustee must if the
Trustee in good faith determines that it is entitled to do so
after taking professional advice pursue such Claim and must
promptly notify the Manager in writing of such Claim.
(b) Upon notice to the Manager of any such Claim under clause
15.8(a), the Manager will have the option to assume the
direction of that Claim (including the employment of legal
advisers selected by the Trustee but approved by the Manager
subject to the payment by the Trustee of all fees and
expenses).
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(c) If the Trustee receives notice from the Manager of its
election to direct the Claim and the Manager approves the
legal advisers selected by the Trustee for the purposes of
that Claim, the Trustee will not be liable to the Manager
under this clause 15.8 for any fees or expenses subsequently
incurred by the Manager in connection with the Claim unless
the Trustee does not employ legal advisers approved by or on
behalf of the Manager to represent the Manager within a
reasonable time after notice of the Claim.
15.9 DIRECTION OF DEFENCE OF CLAIMS
(a) If any action, proceeding, claim or demand brought against the
Manager in connection with (i) any untrue statement of a
material fact contained or alleged to be contained in the
Trustee Information referred to in clause 15.7(g) or (ii) the
omission or alleged omission to state in the Trustee
Information a material fact required to be stated in the
Trustee Information or necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading (for the purpose of this
clause 15.9, a CLAIM), the Trustee will have the option to
assume the direction of that Claim (including the employment
of legal advisers selected by the Trustee but approved by the
Manager subject to the payment by the Trustee of all fees and
expenses).
(b) If the Trustee notifies the Manager in writing of its election
to direct the defence of a Claim brought against the Trustee
and the Manager approves the legal advisers selected by the
Trustee for the purposes of the defence of that Claim, the
Trustee will not be liable to the Manager under this clause
15.9 for any fees or expenses subsequently incurred by the
Manager in connection with the Claim against the Trustee
unless the Trustee does not employ legal advisers approved by
or on behalf of the Manager to represent the Trustee within a
reasonable time after notice of the Claim.
(c) If any Claim brought against the Trustee is settled with
respect to the Trustee with the consent of the Manager or if
there is a final judgement against the Trustee in relation to
it, the Trustee agrees to indemnify and hold harmless the
Manager from and against any loss or liability by reason of
such settlement or judgement (other than any fees and expenses
incurred in circumstances where the Trustee is not liable for
them under clause 15.9(b), or any fees and expenses incurred
in connection with any Claim brought against the Trustee that
is settled with respect to the Trustee or compromised by the
Trustee without the consent of the Manager (unless the Manager
has unreasonably withheld its consent)).
15.10 [DETAILS ON REGISTER CONCLUSIVE]
[In respect of all Class A[ ] Notes, the Class A[ ] Irish Paying
Agent shall be entitled to rely on the Register as being a correct,
complete and conclusive record of the matters set out in it at any
time in respect of the Class A[ ] Notes and whether or not the
information shown in the Register is inconsistent with any other
document, matter or thing. The Class A[ ] Irish Paying Agent is not
liable to any person in any circumstances whatsoever for any
inaccuracy in, or omission from, the Register.]
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
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16 PRIVACY
(a) Each party to this Supplementary Bond Terms Notice
acknowledges that Personal Information may be exchanged
between the parties pursuant to the terms of this
Supplementary Bond Terms Notice.
(b) If Personal Information is exchanged between the parties, the
party which provides the Personal Information must ensure that
it obtains such consents, if any, as are required by the
Privacy Act 1988 (as amended by the Privacy Amendment (Private
Sector) Act 2000) to be obtained by that party in relation to
the collection, use or disclosure of the Personal Information.
(c) Each party to this Supplementary Bond Terms Notice undertakes
to use its best endeavours to ensure that at all times during
the term of this Supplementary Bond Terms Notice:
(1) Personal Information provided to it (the receiving
party) by another party (the providing party):
(A) unless otherwise required by law, will be used
only for the purpose of fulfilling the receiving
party's obligations under the Transaction
Documents; and
(B) except as expressly provided pursuant to the
Transaction Documents, will not be disclosed to
any third party unless express consent in writing
is obtained from the providing party; and
(2) in addition to the obligation under clause 16(b) above,
it will comply with the Privacy Act 1988 (as amended by
the Privacy Amendment (Private Sector) Act 2000) and all
applicable regulations, principles, standards, codes of
conduct or guidelines concerning the handling of
Personal Information under that Act or with any request
or direction arising directly from or in connection with
the proper exercise of the functions of the Privacy
Commissioner.
(d) In this clause 16, "Personal Information" has the same meaning
as in the Privacy Act 1988.
(e) Notwithstanding anything else contained in this clause 16,
paragraphs (a) to (c) above do not apply to the Note Trustee,
the Principal Paying Agent, the Calculation Agent or the Note
Registrar. Each of the Note Trustee, the Principal Paying
Agent, the Calculation Agent and the Note Registrar agrees to
comply with all privacy legislation applicable to it.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
DATED: [ ]
TRUSTEE
SIGNED BY
PERPETUAL LIMITED
by its attorney under Power of Attorney
dated
in the presence of:
-------------------------------- -------------------------------
Witness Attorney
-------------------------------- -------------------------------
Name (please print) Name (please print)
MANAGER
SIGNED BY
ME PORTFOLIO MANAGEMENT LIMITED
by its attorney under Power of Attorney
dated in
the presence of:
-------------------------------- -------------------------------
Witness Attorney
-------------------------------- -------------------------------
Name (please print) Name (please print)
SECURITY TRUSTEE
ACKNOWLEDGED AND AGREED BY
PERPETUAL TRUSTEE COMPANY LIMITED
by its attorney
under Power of Attorney
dated
in the presence of:
-------------------------------- -------------------------------
Witness Attorney
-------------------------------- -------------------------------
Name (please print) Name (please print)
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
NOTE TRUSTEE
ACKNOWLEDGED AND AGREED BY
THE BANK OF NEW YORK
by its Authorised Signatory in the
presence of:
--------------------------------- ------------------------------
Witness Authorised Signatory
--------------------------------- ------------------------------
Name (please print) Name (please print)
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
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SCHEDULE 1 - SUPPLEMENTARY BOND TERMS NOTICE: SMHL GLOBAL FUND [ ]-[ ] -
LIQUIDITY NOTES
TO: PERPETUAL LIMITED
ABN 86 ▇▇▇ ▇▇▇ ▇▇▇
as trustee of the SMHL Global Fund [ ]-[ ]
(TRUSTEE)
FROM: ME PORTFOLIO MANAGEMENT LIMITED
ABN 79 005 964 134
as manager of the SMHL Global Fund [ ]-[ ]
(MANAGER)
--------------------------------------------------------------------------------
1 FUNCTION
This Supplementary Bond Terms Notice:
(a) accompanies a Securitisation Fund Bond Issue Direction dated
[ ] as the same may be amended from time to time, in
relation to a proposed issue of Notes by the Trustee;
(b) sets out the Supplementary Bond Terms for the Notes comprised
in the Class named in the Bond Issue Direction as the "SMHL
Global Fund [ ]-[ ] - Liquidity Notes"; and
(c) shall be entered into the Register by the Trustee pursuant to
clause 23.1(f) of the Master Trust Deed.
--------------------------------------------------------------------------------
2 DEFINITIONS AND INTERPRETATION
2.1 DEFINITIONS
In this Supplementary Bond Terms Notice (including clause 1), unless
the context indicates a contrary intention:
BOND ISSUE DIRECTION means the Securitisation Fund Bond Issue
Direction referred to in clause 1(a).
CLASS A NOTE has the meaning given to it in the SMHL Global Fund
[ ]-[ ] Bond Terms.
CLASS B NOTE has the meaning given to it in the SMHL Global Fund
[ ]-[ ] Bond Terms.
COMMISSION has the meaning given to it in the SMHL Global Fund
[ ]-[ ] Bond Terms.
EXCHANGE ACT has the meaning given to it in the SMHL Global Fund
[ ]-[ ] Bond Terms.
FINAL MATURITY DATE means the earlier of:
(a) [ ]; and
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
the date declared to be the Final Maturity Date in accordance with
clause 5.
[FITCH RATINGS means Fitch Australia Pty Ltd.]
INTEREST AMOUNT means, in relation to a Liquidity Note and an
Interest Period, interest on that Liquidity Note for that Interest
Period calculated in accordance with clause 3.2.
INTEREST PERIOD has the same meaning as in the SMHL Global Fund
[ ]-[ ] Bond Terms for Class B Notes.
INTEREST RATE has, in relation to an Interest Period, the same
meaning as in the SMHL Global Fund [ ]-[ ] Bond Terms for
Liquidity Notes.
ISSUE DATE means the Bond Issue Date relating to the Liquidity
Notes.
LIQUIDITY NOTES means the Bonds (as defined in the Master Trust
Deed) comprised in the Class named in the Bond Issue Direction as
"SMHL Global Fund [ ]-[ ] - Liquidity Notes", issued by the
Trustee pursuant to the Bond Issue Direction and in accordance with
the Master Trust Deed.
LIQUIDITY NOTEHOLDER means initially [P.T. Limited (as nominee for
Perpetual Limited, in its capacity as trustee of [Superannuation
Members' Home Loans Warehousing Trust 2004-1] [Superannuation
Members' Home Loans Origination Fund No. 3])] [Industry Funds
Management (Nominees 2) Pty Limited, in its capacity as trustee of
Super Business Loans Unit Trust No. 1], and thereafter each person
who is from time to time entered in the Register as the holder of a
Liquidity Note.
MANAGER means ME Portfolio Management Limited.
MASTER TRUST DEED means the Master Trust Deed dated 4 July 1994 made
between the Trustee and the Manager and providing for the
establishment of a series of separate trusts known collectively as
the Superannuation Members' Home Loans Trusts, as amended and
restated from time to time.
[MOODY'S means ▇▇▇▇▇'▇ Investors Service Pty Limited.]
ORIGINAL PRINCIPAL BALANCE means, in relation to a Liquidity Note,
the initial Face Value of the Liquidity Note.
OUTSTANDING PRINCIPAL BALANCE means, at any time in relation to a
Liquidity Note, the Original Principal Balance of the Liquidity Note
minus all repayments of principal made in relation to the Liquidity
Note.
PAYMENT DATE has the same meaning as in the SMHL Global Fund
[ ]-[ ] Bond Terms for Class B Notes.
PRINCIPAL COLLECTIONS has the same meaning as in the SMHL Global
Fund [ ]-[ ] Bond Terms.
REGULATION AB has the meaning given to it in the SMHL Global Fund
[ ]-[ ] Bond Terms.
[S&P means Standard and Poor's (Australia) Pty. Ltd.]
SECURITIES ACT means the United States Securities Act of 1933, as
amended.
SECURITISATION FUND means the Securitisation Fund established under
the Master Trust Deed known as the SMHL Global Fund [ ]-[ ].
SECURITY TRUST DEED means the Security Trust Deed for the
Securitisation Fund.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
SERVICING CRITERIA means the "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time.
SMHL GLOBAL FUND [ ]-[ ] BOND TERMS means the Supplementary Bond
Terms Notice dated on or about the date of this Supplementary Bond
Terms Notice in respect of the Securitisation Fund and providing
terms of issue for the Class A Notes and Class B Notes.
SUBCONTRACTOR means any vendor, subcontractor or other entity that
is not responsible for the overall servicing (as "servicing" is
commonly understood by participants in the mortgage-backed
securities market) of Loans but performs one or more discrete
functions identified in Item 1122(d) of Regulation AB with respect
to Loans or the Securitisation Fund under the direction or authority
of the Trustee.
TRUSTEE means Perpetual Limited, in its capacity as trustee of the
Securitisation Fund.
2.2 INCORPORATION OF MASTER TRUST DEED DEFINITIONS
Subject to clause 2.1, each term or expression used herein that is
defined in the Master Trust Deed (as amended by the SMHL Global Fund
[ ]-[ ] Bond Terms) and is not defined herein shall have the same
meaning herein unless the context otherwise requires or unless
otherwise defined herein.
2.3 INTERPRETATION
The provisions of clause 1.2 of the Master Trust Deed shall be
incorporated, mutatis mutandis, into this Supplementary Bond Terms
Notice, except that references to the SMHL Global Fund [ ]-[ ]
Bond Terms are to the SMHL Global Fund [ ]-[ ] Bond Terms as at
the Issue Date.
--------------------------------------------------------------------------------
3 INTEREST ON THE LIQUIDITY NOTE
3.1 INTEREST
Each Liquidity Note bears interest calculated, and payable in
arrears, in accordance with this clause 3 and clause 7 until the
Final Maturity Date or the date on which the Outstanding Principal
Balance of the Liquidity Note is reduced to zero (whichever is the
earlier).
3.2 CALCULATION OF INTEREST
Interest on each Liquidity Note is calculated for each Interest
Period:
(a) on the daily Outstanding Principal Balance of the Liquidity
Note during that Interest Period;
(b) at the Interest Rate for the Liquidity Note for that Interest
Period; and
(c) on the actual number of days in that Interest Period and
assuming a year of 365 days.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
3.3 PAYMENT OF INTEREST
On each relevant Payment Date, the Manager must direct the Trustee
to pay, and the Trustee must, subject to clause 7, pay the Interest
Amount for each Liquidity Note for the Interest Period to which that
relevant Payment Date relates.
--------------------------------------------------------------------------------
4 PAYMENT OF PRINCIPAL ON THE NOTES
4.1 FINAL MATURITY DATE
The Outstanding Principal Balance of each Liquidity Note must,
subject to clause 7, be repaid in full on the Final Maturity Date.
4.2 REDUCTION IN PRINCIPAL BALANCE
On each relevant Payment Date, the Trustee must (at the direction of
the Manager) comply with clause 5.5 of the SMHL Global Fund
[ ]-[ ] Bond Terms and each repayment of principal of the
Liquidity Notes must be applied as between each Liquidity Note as
the Manager may from time to time determine until the Outstanding
Principal Balance for each Liquidity Note is reduced to zero. Each
payment of principal in respect of a Liquidity Note under this
Supplementary Bond Terms Notice reduces the Outstanding Principal
Balance of the Liquidity Note by the amount of that payment. The
Trustee has no obligation to make any payment under this clause 4 in
respect of the Liquidity Notes in excess of the Outstanding
Principal Balance of the Liquidity Notes immediately prior to that
payment being made.
4.3 CANCELLATION ON REPAYMENT
Upon the reduction of the Outstanding Principal Balance of the
Liquidity Notes to zero by repayment of principal in accordance with
this Supplementary Bond Terms Notice and payment of all the Interest
Amounts in relation to that Liquidity Bond, the Liquidity Note is
cancelled.
--------------------------------------------------------------------------------
5 NOTES CALLABLE AT OPTION OF TRUSTEE
If the Trustee declares a date to be the Final Maturity Date of the Notes
issued pursuant to the SMHL Global Fund [ ]-[ ] Bond Terms in accordance
with the SMHL Global Fund [ ]-[ ] Bond Terms, the Trustee must declare,
and the Manager must direct the Trustee to declare, by giving not less
than 5 Banking Days notice to the Liquidity Noteholder, that same date to
be the Final Maturity Date for the Liquidity Notes.
--------------------------------------------------------------------------------
6 CASH COLLATERAL
The Trustee and Manager must:
(a) comply with the terms of clause 5 of the SMHL Global Fund
[ ]-[ ] Bond Terms; and
(b) not make any variation or amendment to the SMHL Global Fund
[ ]-[ ] Bond Terms without the consent of the Liquidity
Noteholder.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
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7 DISTRIBUTION OF COLLECTIONS
7.1 DISTRIBUTION OF COLLECTIONS
Subject to the terms of the Security Trust Deed, on each relevant
Payment Date, the Trustee must apply the Interest Collections and
the Principal Collections for the relevant Calculation Period in
accordance with the SMHL Global Fund [ ]-[ ] Bond Terms.
7.2 RIGHTS FOR REPAYMENT OF PRINCIPAL
The rights of the Liquidity Noteholder to receive payment of or
towards the Outstanding Principal Balance are subject to clause 6.3
of the SMHL Global Fund [ ]-[ ] Bond Terms.
--------------------------------------------------------------------------------
8 NOTIFICATIONS OF CALCULATIONS ETC
The Manager must, not later than two Banking Days before each relevant
Payment Date advise the Trustee in writing of the Outstanding Principal
Balance of all Liquidity Notes following the making of all payments to be
made on that relevant Payment Date in accordance with the SMHL Global Fund
[ ]-[ ] Bond Terms and this Supplementary Bond Terms Notice.
--------------------------------------------------------------------------------
9 NOTICE TO NOTEHOLDERS
(a) (NOTICES): The Manager shall from time to time advise the
Liquidity Noteholder of the Interest Amount, Principal
Entitlement and Outstanding Principal Balance on the Liquidity
Notes.
(b) (METHOD OF NOTICES): A notice to the Liquidity Noteholder
pursuant to clause 9(a) must be given in writing sent to the
address or facsimile number of the Liquidity Noteholder then
appearing in the Register.
(c) (NON-RECEIPT): The Manager shall not be liable for the
accidental omission to give to, or the non-receipt or late
receipt by, the Liquidity Noteholder of a notice pursuant to
this clause 9.
--------------------------------------------------------------------------------
10 RESTRICTION ON TRANSFER
For the purposes of clause 8.1 of the Master Trust Deed the Liquidity
Noteholder may not transfer any Liquidity Note without the prior written
consent of the trustee for the time being of the Fund on whose behalf it
holds Liquidity Notes, the Security Trustee and provided the Manager has
received from each Designated Rating Agency a confirmation that there will
be no adverse change to the rating of the Notes.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
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11 RATING AGENCY REQUIREMENTS
11.1 DESIGNATED RATING AGENCIES
The Designated Rating Agencies for the Liquidity Notes are ▇▇▇▇▇'▇,
S&P and Fitch Ratings.
11.2 DESIGNATED RATINGS
The Liquidity Notes are not rated and have no Designated Rating.
11.3 INVESTMENT OF FUND
The Trustee and the Manager must comply with the SMHL Global Fund
[ ]-[ ] Bond Terms insofar as they relate to:
(a) the investment of the Assets of the Fund in Authorised
Investments; and
(b) the exercise of their respective powers under the Master Trust
Deed with respect to the setting of the rate of interest
payable on or in respect of Loans secured by Mortgages
comprised in the Assets of the Fund.
--------------------------------------------------------------------------------
12 MISCELLANEOUS
12.1 BANKING DAY
Where any determination, date, payment, matter or thing falls under
this Supplementary Bond Terms Notice on a day which is not a Banking
Day, then such determination, date, payment, matter or thing shall
be done or extended to the first Banking Day thereafter.
12.2 PROVISIONS OF THE MASTER TRUST DEED TO APPLY OTHER THAN AS SET OUT
HEREIN
Other than as expressly set out herein, or inconsistent with this
Supplementary Bond Terms Notice, but subject to clause 12.3, the
provisions of the Master Trust Deed shall apply to all Notes and to
all Noteholders.
12.3 LIMITATION OF LIABILITY
Without derogating from the generality of clause 12.2 nothing in
this Supplementary Bond Terms Notice shall, nor shall it be
construed as, limiting or in any way affecting the full operation of
clause 26 of the Master Trust Deed.
12.4 KNOW YOUR CUSTOMER
Subject to any confidentiality, privacy or general trust law
obligations owed by the Trustee to Bondholders and any applicable
confidentiality or privacy laws, except to the extent those
obligations or laws are overridden by applicable anti-money
laundering or counter-terrorism financing laws, each party hereto
(INFORMATION PROVIDER) agrees to provide any information and
documents reasonably required by another party hereto (INFORMATION
RECEIVER) for the Information Receiver to comply with any applicable
anti-money laundering or
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
counter-terrorism financing laws including, without limitation, any
laws imposing "know your customer" or other identification checks or
procedures on a party, but only to the extent that such information
is in the possession of, or otherwise readily available to, the
Information Provider. The Information Receiver may, to the extent
required by law, decline to perform its affected obligations under
the Transaction Documents to which it is a party. Any Information
Receiver receiving information and documents pursuant to this clause
12.4 agrees to utilize such information and documents solely for the
purpose of complying with applicable anti-money laundering or
counter-terrorism financing laws.
12.5 COMPLIANCE WITH REGULATION AB
In relation to compliance with Regulation AB:
(a) the Manager and the Trustee acknowledge and agree that the
purpose of this clause 12.5 is to facilitate compliance by the
Trustee in relation to the Securitisation Fund with the
provisions of Regulation AB and related rules and regulations
of the Commission to the extent applicable to the Trustee;
(b) the Manager shall not exercise its right to request delivery
of information or other performance under these provisions
other than as required to comply with the Securities Act, the
Exchange Act and the rules and regulations of the Commission
thereunder, including Regulation AB, with respect to the
Securitisation Fund. The Manager shall not request the
delivery of information or other performance under this clause
12.5 unless the Manager is required under the Exchange Act to
file an annual report on Form 10-K with respect to the
Securitisation Fund. The Manager and the Trustee acknowledge
that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agrees to comply with requests made
by the Manager in good faith for delivery of information under
these provisions on the basis of evolving interpretations of
Regulation AB; provided that, to the extent the Manager and
the Trustee do not agree with respect to an interpretation of
Regulation AB, the Manager and the Trustee shall obtain a
written opinion of counsel of U.S. national reputation in the
practice of U.S. federal securities laws reasonably acceptable
to the Manager and the Trustee, addressed to the Manager and
the Trustee, stating the opinion of such counsel with respect
to the interpretation of the relevant provision(s) of
Regulation AB; provided, further, that the costs and fees of
such counsel incurred in the preparation of such written
opinion shall be divided equally between the Manager and the
Trustee. In relation to the Securitisation Fund, the Trustee
shall cooperate fully with the Manager to deliver to the
Manager (including any of its assignees or designees), any and
all statements, reports, certifications, records and any other
information within the control of the Trustee or for which the
Trustee is responsible necessary in the good faith
determination of the Manager to permit the Manager to comply
with the provisions of Regulation AB, together with such
disclosures relating to the Manager, the Trustee, any
Subcontractor of the Trustee, the Loans, the servicing of the
Loans or any other servicing activities within the meaning of
Item 1122 of Regulation AB, reasonably believed by the Manager
to be necessary in order to effect such compliance;
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
(c) the Manager (including any of its assignees or designees)
shall cooperate with the Trustee by providing timely notice of
requests for information under these provisions following the
Manager becoming aware that it is required under the Exchange
Act to file an annual report on Form 10-K in any year and by
reasonably limiting such requests to information required, in
the Manager's reasonable judgment, to comply with Regulation
AB;
(d) the Trustee acknowledges and agrees that, to the extent the
Manager reasonably determines, upon consultation with, and to
the extent agreed with, the Trustee, that the Trustee is
"participating in the servicing function" in relation to the
Securitisation Fund within the meaning of Item 1122 of
Regulation AB, the Trustee will comply with the applicable
requirements contained in clause 12.5(e) - (i); provided that,
to the extent the Manager and the Trustee do not agree whether
the Trustee is "participating in the servicing function" with
respect to one or more Servicing Criteria within the meaning
of Item 1122 in relation to the Securitisation Fund, the
Manager and the Trustee shall obtain a written opinion of
counsel of U.S. national reputation in the practice of U.S.
federal securities laws reasonably acceptable to the Manager
and the Trustee, addressed to the Manager and the Trustee,
stating whether, in the opinion of such counsel, the Trustee
is "participating in the servicing function" with respect to
such Servicing Criteria within the meaning of Item 1122 in
relation to the Securitisation Fund; provided, further, that
the costs and fees of such counsel incurred in the preparation
of such written opinion shall be divided equally between the
Manager and the Trustee;
(e) on or before September 1 of each calendar year, commencing in
[ ], the Trustee shall upon the reasonable request of the
Manager:
(1) deliver to the Manager a report (in form and substance
reasonably satisfactory to the Manager) regarding the
Trustee's assessment of compliance with the Servicing
Criteria during the immediately preceding financial year
ended June 30, as required under Rules 13a-18 and 15d-18
of the Exchange Act and Item 1122 of Regulation AB. Such
report shall be addressed to the Manager and signed by
an authorized officer of the Trustee, and shall address
each of the Servicing Criteria specified on a
certification substantially in the form of Schedule A
hereto and addressing, at a minimum, the criteria
identified in Schedule B hereto as "Applicable Servicing
Criteria", but only with respect to such of the
Servicing Criteria that the Trustee performs;
(2) deliver to the Manager a report of a registered public
accounting firm reasonably acceptable to the Manager
that attests to, and reports on, the assessment of
compliance made by the Trustee and delivered pursuant to
the preceding paragraph. Such attestation shall be in
accordance with Rules 1-02(a)(3) and 2-02(g) of
Regulation S-X under the Securities Act and the Exchange
Act;
(3) cause each Subcontractor of the Trustee (if any)
determined by the Trustee pursuant to clause 12.5(f) to
be "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB, to deliver to the
Manager an assessment of compliance and accountants'
attestation as and when provided in clause 12.5(e)(1)
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
and (2), but only with respect to such of the Servicing
Criteria that such Subcontractor of the Trustee
performs;
An assessment of compliance provided by a Subcontractor of the
Trustee pursuant to clause 12.5(e)(3) need not address any
elements of the Servicing Criteria other than those specified
by the Trustee pursuant to clause 12.5(f), and need only
address such of the Servicing Criteria that such Subcontractor
performs;;
(f) in relation to the use of Subcontractors:
(1) the Trustee shall promptly upon the reasonable request
of the Manager provide to the Manager (or any designee
of the Manager) a written description (in form and
substance satisfactory to the Manager) of the role and
function of each Subcontractor utilized by the Trustee,
specifying:
(A) the identity of each such Subcontractor;
(B) which (if any) of such Subcontractors are
"participating in the servicing function" within
the meaning of Item 1122 of Regulation AB; and
(C) which elements of the Servicing Criteria will be
addressed in assessments of compliance provided by
each Subcontractor identified pursuant to clause
12.5(f)(1)(B);
(2) as a condition to the utilization of any Subcontractor
determined to be "participating in the servicing
function" within the meaning of Item 1122 of Regulation
AB, (i) the Trustee shall cause any such Subcontractor
used by the Trustee for the benefit of the Manager to
comply with the provisions of clauses 12.5(e) - (i),
12.6 and 12.7 of this Supplementary Bond Terms Notice to
the same extent as if such Subcontractor were the
Trustee (provided that in the case of a Subcontractor of
the Trustee, the obligations of such Subcontractor under
clause 12.5(g) will be owed directly to the Manager and
the Trustee will do all things reasonably necessary to
cause the Subcontractor to owe such obligations directly
to the Manager) and (ii) the Trustee shall obtain the
written consent of the Manager (which is not to be
unreasonably withheld or delayed) to the utilization of
such Subcontractor. The Trustee shall be responsible for
obtaining from each Subcontractor and delivering to the
Manager any assessment of compliance and accountants'
attestation required to be delivered by such
Subcontractor under clause 12.5(e) - (i), in each case
as and when required to be delivered;
(g) the Trustee shall indemnify the Manager, and shall hold the
Manager harmless from and against any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and
expenses that it sustains directly as a result of:
(1) any untrue statement of a material fact contained or
alleged to be contained in any information, report,
certification, accountants' letter or other material
provided in written or electronic form under this clause
12.5 by or on behalf of the Trustee, or provided under
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
this clause 12.5 by or on behalf of any Subcontractor of
the Trustee (collectively, the "Trustee Information");
provided that in the case of any untrue statement of a
material fact contained or alleged to be contained in
the accountant's letter, the Trustee will indemnify and
hold harmless the Manager only to the extent of the sum
that the Trustee recovers from the accounting firm
providing such accountant's letter (which recovery the
Trustee must if the Trustee in good faith determines the
Trustee is entitled to do so after taking professional
advice pursue including by taking action in any relevant
court of competent jurisdiction); provided, further,
that the Trustee will not indemnify and hold harmless
the Manager to the extent that the untrue statement of a
material fact contained or alleged to be contained in
the Trustee Information relates to information provided
to the Trustee by the Manager or any other party to
enable the Trustee to complete its duties under the
Transaction Documents; or
(2) the omission or alleged omission to state in the Trustee
Information a material fact required to be stated in the
Trustee Information or necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading; provided, by
way of clarification, that this clause 12.5(g)(2) shall
be construed solely by reference to the Trustee
Information and not to any other information
communicated in connection with a sale or purchase of
securities, without regard to whether the Trustee
Information or any portion thereof is presented together
with or separately from such other information;
provided, further, that in the case of the omission or
alleged omission to state in an accountant's letter a
material fact required to be stated in the accountant's
letter or necessary in order to make the statements
therein, in the light of the circumstances under which
they were made, not misleading, the Trustee will
indemnify and hold harmless the Manager only to the
extent of the sum that the Trustee recovers from the
accounting firm providing such accountant's letter
(which recovery the Trustee must if the Trustee in good
faith determines the Trustee is entitled to do so after
taking professional advice pursue including by taking
action in any relevant court of competent jurisdiction);
provided, further, that the Trustee will not indemnify
and hold harmless the Manager to the extent that the
omission or alleged omission to state in the Trustee
Information a material fact required to be stated in the
Trustee Information or necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading, relates to
information provided to the Trustee by the Manager or
any other party to enable the Trustee to complete its
duties under the Transaction Documents; or
(3) any failure by the Trustee or any Subcontractor of the
Trustee to deliver any information, report,
certification, accountants' letter or other material
when and as required under this clause 12.5, including
any failure by the Trustee to disclose any
non-compliance with any of the Servicing Criteria in a
certification or
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
to identify pursuant to clause 12.5(f) any Subcontractor
"participating in the servicing function" within the
meaning of Item 1122 of Regulation AB. In the case of
any failure of performance described in clause
12.5(g)(3), the Trustee shall promptly reimburse the
Manager, for all costs reasonably incurred by the
Manager in order to obtain the information, report,
certification, accountants' letter or other material not
delivered as required by the Trustee or any
Subcontractor of the Trustee;
(h) any failure by the Trustee or any Subcontractor of the Trustee
to:
(1) deliver any information, report, certification,
accountants' letter or other material when and as
required under this clause 12.5, shall, except as
provided in clause 12.5(h)(2), immediately and
automatically, without notice or grace period, entitle
the Manager, in its sole discretion:
(A) to remove the Trustee or direct the Trustee to
remove the Subcontractor of the Trustee from the
performance of any activities which the Manager
reasonably determines to constitute "participating
in the servicing function" in relation to the
Securitisation Fund within the meaning of Item
1122 of Regulation AB; and
(B) to replace such party with respect to such
activities, each at the expense of the Trustee,
without payment (notwithstanding anything in the
Transaction Documents to the contrary) of any
compensation to the Trustee; provided that to the
extent that any provision of the Transaction
Documents expressly provides for the survival of
certain rights or obligations following
termination of the Trustee, such provision shall
be given effect;
(2) deliver any information, report, certification or
accountants' letter when and as required under clause
12.5(e) - (i) or (except as provided below) any failure
by the Trustee to identify pursuant to clause 12.5(f)
any Subcontractor of the Trustee "participating in the
servicing function" within the meaning of Item 1122 of
Regulation AB, which continues unremedied for ten
calendar days after the date on which such information,
report, certification or accountants' letter was
required to be delivered, shall entitle the Manager, in
its sole discretion:
(A) to remove the Trustee or direct the Trustee to
remove the Subcontractor of the Trustee from the
performance of any activities which the Manager
reasonably determines to constitute "participating
in the servicing function" in relation to the
Securitisation Fund within the meaning of Item
1122 of Regulation AB; and
(B) to replace such party with respect to such
activities, in the case of the Trustee or any
Subcontractor of the Trustee, at the expense of
the Trustee, without payment (notwithstanding
anything in the Transaction Documents to the
contrary) of any compensation to the Trustee;
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
provided that to the extent that any provision of
the Transaction Documents expressly provides for
the survival of certain rights or obligations
following termination of the Trustee, such
provision shall be given effect; and
(i) the Trustee shall promptly reimburse the Manager (or any
designee of the Manager), for all reasonable expenses incurred
by the Manager (or such designee), as such are incurred, in
connection with the termination of the Trustee and the
transfer of servicing activities within the meaning of Item
1122 of Regulation AB to a successor. The provisions of this
clause 12.5(i) shall not limit whatever rights the Manager may
have under other provisions of the Transaction Documents or
otherwise, whether in equity or at law, such as an action for
damages, specific performance or injunctive relief.
12.6 DIRECTION OF CLAIMS BY THE MANAGER
(a) If the Trustee is entitled to recover from the accounting firm
providing the accountant's letter referred to in clause
12.5(g) by any action, proceeding, claim or demand ((for the
purpose of this clause 12.6, a Claim), the Trustee must if the
Trustee in good faith determines that it is entitled to do so
after taking professional advice pursue such Claim and must
promptly notify the Manager in writing of such Claim.
(b) Upon notice to the Manager of any such Claim under clause
12.6(a), the Manager will have the option to assume the
direction of that Claim (including the employment of legal
advisers selected by the Trustee but approved by the Manager
subject to the payment by the Trustee of all fees and
expenses).
(c) If the Trustee receives notice from the Manager of its
election to direct the Claim and the Manager approves the
legal advisers selected by the Trustee for the purposes of
that Claim, the Trustee will not be liable to the Manager
under this clause 12.6 for any fees or expenses subsequently
incurred by the Manager in connection with the Claim unless
the Trustee does not employ legal advisers approved by or on
behalf of the Manager to represent the Manager within a
reasonable time after notice of the Claim.
12.7 DIRECTION OF DEFENCE OF CLAIMS
(a) If any action, proceeding, claim or demand brought against the
Manager in connection with (i) any untrue statement of a
material fact contained or alleged to be contained in the
Trustee Information referred to in clause 12.5(g) or (ii) the
omission or alleged omission to state in the Trustee
Information a material fact required to be stated in the
Trustee Information or necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading (for the purpose of this
clause 12.7, a Claim), the Trustee will have the option to
assume the direction of that Claim (including the employment
of legal advisers selected by the Trustee but approved by the
Manager subject to the payment by the Trustee of all fees and
expenses).
(b) If the Trustee notifies the Manager in writing of its election
to direct the defence of a Claim brought against the Trustee
and the Manager approves
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
the legal advisers selected by the Trustee for the purposes of
the defence of that Claim, the Trustee will not be liable to
the Manager under this clause 12.7 for any fees or expenses
subsequently incurred by the Manager in connection with the
Claim against the Trustee unless the Trustee does not employ
legal advisers approved by or on behalf of the Manager to
represent the Trustee within a reasonable time after notice of
the Claim.
(c) If any Claim brought against the Trustee is settled with
respect to the Trustee with the consent of the Manager or if
there is a final judgement against the Trustee in relation to
it, the Trustee agrees to indemnify and hold harmless the
Manager from and against any loss or liability by reason of
such settlement or judgement (other than any fees and expenses
incurred in circumstances where the Trustee is not liable for
them under clause 12.7(b), or any fees and expenses incurred
in connection with any Claim brought against the Trustee that
is settled with respect to the Trustee or compromised by the
Trustee without the consent of the Manager (unless the Manager
has unreasonably withheld its consent)).
--------------------------------------------------------------------------------
13 FINANCIAL DEFAULT
For the purposes of the Securitisation Fund and all Transaction Documents
relating to the Securitisation Fund, any failure by the Trustee to pay all
or part of any Interest Amount on any relevant Payment Date other than the
Final Maturity Date does not constitute a Financial Default or an Event of
Default for the purposes of the Security Trust Deed.
--------------------------------------------------------------------------------
14 ATTORNEY
The attorney executing this notice states that he or she has no notice of,
alteration to, or revocation or suspension of, the power of attorney
appointing that attorney.
DATED: [ ]
SIGNED BY
ME PORTFOLIO MANAGEMENT LIMITED:
by its attorney in the
presence of:
-------------------------------- -------------------------------
Witness Attorney
-------------------------------- -------------------------------
Name (please print) Name (please print)
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
--------------------------------------------------------------------------------
SCHEDULE A - REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB SERVICING
CRITERIA
ME Portfolio Management Limited
Level ▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
[________________] (the "ASSERTING PARTY") is responsible for assessing
compliance as of June 30, [ ] and for the period from [ ]
(date of issuance of SMHL Global Fund [ ]-[ ]) through June 30, [ ] (the
"REPORTING PERIOD") with the servicing criteria set forth in Section 229.1122(d)
of the Code of Federal Regulations (the "CFR"), except for criteria
229.1122(d)[insert section numbers in Regulation AB that are not applicable to
Asserting Party] of the CFR, which have not been determined pursuant to the
transaction documents for the SMHL Global Fund [ ]-[ ] to be, and the
Asserting Party has concluded are not, servicing criteria that the Asserting
Party performs, or in which the Asserting Party participates, in relation to
SMHL Global Fund [ ]-[ ] (the "APPLICABLE SERVICING CRITERIA"). This
assessment of compliance is provided in relation to SMHL Global Fund [ ]-[ ].
The Asserting Party has assessed its compliance with the Applicable Servicing
Criteria for the Reporting Period and has concluded that the Asserting Party has
complied, in all material respects, with the Applicable Servicing Criteria in
relation to SMHL Global Fund [ ]-[ ].
[____________], an independent registered public accounting firm, has issued an
attestation report on the assessment of compliance with the Applicable Servicing
Criteria for the Reporting Period as set forth in this assertion.
[NAME OF ASSERTING PARTY]
nDate: __________________
By:
Name: __________________
Title: __________________
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
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SCHEDULE B - SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
-----------------------------------------------------------------------------------------------------------------------------------
SERVICING CRITERIA APPLICABLE
SERVICING
CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
-----------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the transaction
agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party's
performance and compliance with such servicing activities.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up
servicer for the mortgage loans are maintained.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period
in the amount of coverage required by and otherwise in accordance with
the terms of the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Cash Collection and Administration
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial
bank accounts and related bank clearing accounts no more than two
business days following receipt, or such other number of days specified
in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an
investor are made only by authorized personnel.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts
or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured depository
institution as set forth in
-----------------------------------------------------------------------------------------------------------------------------------
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-----------------------------------------------------------------------------------------------------------------------------------
SERVICING CRITERIA APPLICABLE
SERVICING
CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------
the transaction agreements. For purposes of this criterion, "federally
insured depository institution" with respect to a foreign financial
institution means a foreign financial institution that meets the
requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone other than
the person who prepared the reconciliation; and (D) contain explanations
for reconciling items. These reconciling items are resolved within 90
calendar days of their original identification, or such other number of
days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission,
are maintained in accordance with the transaction agreements and
applicable Commission requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms set forth in the
transaction agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and regulations; and (D)
agree with investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with
timeframes, distribution priority and other terms set forth in the
transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to
the Servicer's investor records, or such other number of days specified
in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment,
-----------------------------------------------------------------------------------------------------------------------------------
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-----------------------------------------------------------------------------------------------------------------------------------
SERVICING CRITERIA APPLICABLE
SERVICING
CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------
or custodial bank statements.
-----------------------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the
transaction agreements or related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the
transaction agreements
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance
with the related mortgage loan documents are posted to the Servicer's
obligor records maintained no more than two business days after receipt,
or such other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the
Servicer's records with respect to an obligor's unpaid principal balance.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage
loans (e.g., loan modifications or re-agings) are made, reviewed and
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the
transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a
mortgage loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or
such other period specified in the transaction agreements, and describe
the entity's activities in monitoring delinquent mortgage loans
including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary
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SERVICING
CRITERIA
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(e.g., illness or unemployment).
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1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with
variable rates are computed based on the related mortgage loan documents.
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1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the obligor's
mortgage loan documents, on at least an annual basis, or such other
period specified in the transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned
to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction
agreements.
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1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments)
are made on or before the related penalty or expiration dates, as
indicated on the appropriate bills or notices for such payments, provided
that such support has been received by the servicer at least 30 calendar
days prior to these dates, or such other number of days specified in the
transaction agreements.
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1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on
behalf of an obligor are paid from the servicer's funds and not charged
to the obligor, unless the late payment was due to the obligor's error or
omission.
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1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business
days to the obligor's records maintained by the servicer, or such other
number of days specified in the transaction agreements.
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1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and
recorded in accordance with the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in
the transaction agreements.
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
--------------------------------------------------------------------------------
SCHEDULE 2 - REPORT ON ASSESSMENT OF COMPLIANCE WITH REGULATION AB SERVICING
CRITERIA
ME Portfolio Management Limited
Level ▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
[________________] (the "ASSERTING PARTY") is responsible for assessing
compliance as of June 30, [ ] and for the period from [ ]
(date of issuance of SMHL Global Fund [ ]-[ ]) through June 30, [ ] (the
"REPORTING PERIOD") with the servicing criteria set forth in Section 229.1122(d)
of the Code of Federal Regulations (the "CFR"), except for criteria
229.1122(d)[insert section numbers in Regulation AB that are not applicable to
Asserting Party] of the CFR, which have not been determined pursuant to the
transaction documents for the SMHL Global Fund [ ]-[ ] to be, and the
Asserting Party has concluded are not, servicing criteria that the Asserting
Party performs, or in which the Asserting Party participates, in relation to
SMHL Global Fund [ ]-[ ] (the "APPLICABLE SERVICING CRITERIA"). This
assessment of compliance is provided in relation to SMHL Global Fund [ ]-[ ].
The Asserting Party has assessed its compliance with the Applicable Servicing
Criteria for the Reporting Period and has concluded that the Asserting Party has
complied, in all material respects, with the Applicable Servicing Criteria in
relation to SMHL Global Fund [ ]-[ ].
[____________], an independent registered public accounting firm, has issued an
attestation report on the assessment of compliance with the Applicable Servicing
Criteria for the Reporting Period as set forth in this assertion.
[NAME OF ASSERTING PARTY]
Date: __________________
By:
Name: __________________
Title: __________________
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Supplementary Bond Terms Notice: SMHL Global Fund [ ]-[ ] - Class A and Class
B Notes
--------------------------------------------------------------------------------
SCHEDULE 3 - SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
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SERVICING CRITERIA APPLICABLE
SERVICING
CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------
Reference Criteria
-----------------------------------------------------------------------------------------------------------------------------------
General Servicing Considerations
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the transaction
agreements.
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1122(d)(1)(ii) If any material servicing activities are outsourced to third parties,
policies and procedures are instituted to monitor the third party's
performance and compliance with such servicing activities.
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1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up
servicer for the mortgage loans are maintained.
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1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period
in the amount of coverage required by and otherwise in accordance with
the terms of the transaction agreements.
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Cash Collection and Administration
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial
bank accounts and related bank clearing accounts no more than two
business days following receipt, or such other number of days specified
in the transaction agreements.
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1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an
investor are made only by authorized personnel.
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1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances,
are made, reviewed and approved as specified in the transaction
agreements.
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1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts
or accounts established as a form of overcollateralization, are
separately maintained (e.g., with respect to commingling of cash) as set
forth in the transaction agreements.
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1122(d)(2)(v) Each custodial account is maintained at a federally insured depository
institution as set forth in the
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SERVICING
CRITERIA
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transaction agreements. For purposes of this criterion, "federally insured
depository institution" with respect to a foreign financial institution
means a foreign financial institution that meets the requirements of
Rule 13k-1(b)(1) of the Securities Exchange Act.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access.
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1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after the
bank statement cutoff date, or such other number of days specified in the
transaction agreements; (C) reviewed and approved by someone other than
the person who prepared the reconciliation; and (D) contain explanations
for reconciling items. These reconciling items are resolved within 90
calendar days of their original identification, or such other number of
days specified in the transaction agreements.
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Investor Remittances and Reporting
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the Commission,
are maintained in accordance with the transaction agreements and
applicable Commission requirements. Specifically, such reports (A) are
prepared in accordance with timeframes and other terms set forth in the
transaction agreements; (B) provide information calculated in accordance
with the terms specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and regulations; and (D)
agree with investors' or the trustee's records as to the total unpaid
principal balance and number of mortgage loans serviced by the Servicer.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with
timeframes, distribution priority and other terms set forth in the
transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to
the Servicer's investor records, or such other number of days specified
in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment,
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SERVICING CRITERIA APPLICABLE
SERVICING
CRITERIA
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or custodial bank statements.
-----------------------------------------------------------------------------------------------------------------------------------
Pool Asset Administration
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the
transaction agreements or related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the
transaction agreements
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance
with the related mortgage loan documents are posted to the Servicer's
obligor records maintained no more than two business days after receipt,
or such other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e.g., escrow) in
accordance with the related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the
Servicer's records with respect to an obligor's unpaid principal balance.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage
loans (e.g., loan modifications or re-agings) are made, reviewed and
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded in
accordance with the timeframes or other requirements established by the
transaction agreements.
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1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a
mortgage loan is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis, or
such other period specified in the transaction agreements, and describe
the entity's activities in monitoring delinquent mortgage loans
including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary
-----------------------------------------------------------------------------------------------------------------------------------
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SERVICING CRITERIA APPLICABLE
SERVICING
CRITERIA
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(e.g., illness or unemployment).
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with
variable rates are computed based on the related mortgage loan documents.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the obligor's
mortgage loan documents, on at least an annual basis, or such other
period specified in the transaction agreements; (B) interest on such
funds is paid, or credited, to obligors in accordance with applicable
mortgage loan documents and state laws; and (C) such funds are returned
to the obligor within 30 calendar days of full repayment of the related
mortgage loans, or such other number of days specified in the transaction
agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments)
are made on or before the related penalty or expiration dates, as
indicated on the appropriate bills or notices for such payments, provided
that such support has been received by the servicer at least 30 calendar
days prior to these dates, or such other number of days specified in the
transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on
behalf of an obligor are paid from the servicer's funds and not charged
to the obligor, unless the late payment was due to the obligor's error or
omission.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business
days to the obligor's records maintained by the servicer, or such other
number of days specified in the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and
recorded in accordance with the transaction agreements.
-----------------------------------------------------------------------------------------------------------------------------------
1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1)
through (3) or Item 1115 of Regulation AB, is maintained as set forth in
the transaction agreements.
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