ISDA Schedule to the Master
Agreement for Basis Swap
▇▇.▇▇▇▇▇▇ BANK LIMITED
PERPETUAL TRUSTEES CONSOLIDATED LIMITED AS TRUSTEE
OF THE CRUSADE GLOBAL TRUST NO. 1 OF 2003
CRUSADE MANAGEMENT LIMITED
The Chifley Tower
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(C) Copyright ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2003
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DATE 2003
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PARTIES
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1. ▇▇.▇▇▇▇▇▇ BANK LIMITED (ABN 92 055 513 070) (PARTY A);
2. PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 387 133) as
trustee of THE CRUSADE GLOBAL TRUST NO. 1 OF 2003 (PARTY B);
and
3. CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) (MANAGER).
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PART 1. TERMINATION PROVISIONS
(a) SPECIFIED ENTITY is not applicable in relation to Party A or Party B:
(b) Sections 5(a)(ii), (iii), (iv), (v), (vi), (viii), 5(b)(ii), (iii) and
(iv) will not apply to Party A and Party B.
(c) The "BANKRUPTCY" provisions of Section 5(a)(vii) are replaced by "An
Insolvency Event under the Master Trust Deed has occurred in respect of
Party A or Party B (the party the subject of the Insolvency Event will
be the Defaulting Party); or. In relation to Party A, the events
described in the definition of Insolvency Event (under the Master Trust
Deed) shall apply to it as if Party A (as the case may be) were a
relevant corporation referred to in that definition. The occurrence of
an Insolvency Event under the Security Trust Deed in respect of Party B
in its personal capacity will not constitute an Event of Default
provided that within thirty Local Business Days of that occurrence,
Party A, Party B and the Manager are able to procure the novation of
this Agreement and all Transactions to a third party in respect of
which the Designated Rating Agencies confirm that the novation will not
cause a reduction or withdrawal of the rating of the Notes, and Party A
and Party B agree to execute such a novation agreement in standard
International Swaps and Derivates Association, Inc. ("ISDA") form.
(d) Section 5(a)(i) is amended to replace THIRD with TENTH.
For the avoidance of doubt Party B, but without limiting Section 16, is
not obliged to pay any amount attributable to any Break Payment which
is due by, but not received from, an Obligor or any Loan Offset
Interest Amount which is due by, but not received from, the Approved
Seller, and the failure by Party B to pay that amount shall not be an
Event of Default.
(e) The AUTOMATIC EARLY TERMINATION provision of Section 6(a):
will not apply to Party A
will not apply to Party B
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Any event which, upon its occurrence, constitutes an Event of Default,
is deemed not to be an essential term of the Transaction so that the
occurrence of any Event of Default shall not be implied to constitute a
repudiation of this Agreement. This does not in any way restrict or
limit the right of a Non-Defaulting Party under Section 6(a) to
terminate following an Event of Default.
(f) PAYMENTS ON EARLY TERMINATION. Subject to Section 15(w) only, for the
purpose of Section 6(e) of this Agreement, neither Party A nor Party B
is required to make any payment if this Agreement is terminated and
Section 6(e) shall not apply.
(g) There is no Termination Currency.
(h) An ADDITIONAL TERMINATION EVENT set out in Part 5(q) of this Schedule,
will apply.
(i) In the TRANSFER provision of Section 7, add a new paragraph (c):
(c) Party B may transfer to a Successor Trustee (as defined below)
or to avoid an illegality as specified in Section 5(b)(i).
(j) Add a new paragraph to Section 7 immediately below paragraph (c):
In the event that a trustee is appointed as a successor to Party B
under the Trust Deed ("Successor Trustee"), Party A undertakes that it
shall (unless, at the time the Successor Trustee is so appointed, Party
A is entitled to terminate the Transaction under Section 6, in which
case it may) novate to the Successor Trustee the Transaction on the
same terms or on other terms to be agreed between Party A, Party B and
the Successor Trustee, and give written notice to the Designated Rating
Agencies of such novation.
PART 2. TAX REPRESENTATIONS
(a) PAYER TAX REPRESENTATIONS.
For the purpose of Section 3(e) of this Agreement each of Party A and
Party B will make the following representation.
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e) or
6(d)(ii) of this Agreement) to be made by it to the other party under
this Agreement. In making this representation, it may rely on:
(i) the accuracy of any representations made by the other party
pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement of the other party contained
in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement; and
(iii) the satisfaction of the agreement of the other party contained
in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on subclause (ii) above and the other party does not
deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.
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(b) PAYEE TAX REPRESENTATIONS.
For the purpose of Section 3(f) of this Agreement, each of Party A and
Party B represents that it is an Australian resident and does not
derive the payments under this Agreement in whole or in part in
carrying on business in a country outside Australia at or through a
permanent establishment of itself in that country.
Party A and Party B also represent that Crusade Global Trust No. 1 of
2003 is a non-U.S. branch of a foreign person for U.S. federal income
tax purposes.
(c) DEDUCTION OR WITHHOLDING FOR TAX. Section 2(d) is replaced with the
following Section:
All payments under this Agreement will be made subject to
deduction or withholding for or on account of any Tax. If a
party is so required to deduct or withhold, then that party
("X") will:
(i) promptly notify the other party ("Y") of such
requirement;
(ii) pay to the relevant authorities the full amount
required to be deducted or withheld promptly upon the
earlier of determining that such deduction or
withholding is required or receiving notice that such
amount has been assessed against Y;
(iii) promptly forward to Y an official receipt (or a
certified copy), or other documentation reasonably
acceptable to Y, evidencing such payment to such
authorities;
(iv) pay to Y the amount Y would have received had no
deduction or withholding been required.
Paragraph (iv) shall not apply to payments to be made by Party
B.
PART 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver to the other as soon as reasonably practicable following a request by
the other party, any document or certificate reasonably required by a party in
connection with its obligations to make a payment under this Agreement which
would enable that party to make the payment free from any deduction or
withholding for or on account of Tax or as would reduce the rate at which the
deduction or withholding for or on account of Tax is applied to that payment.
PART 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:
Address for notices or communications to Party A:
Address: Level ▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Middle Office Compliance Manager
Facsimile No: (▇▇) ▇▇▇▇ ▇▇▇▇ Telephone No: (▇▇) ▇▇▇▇ ▇▇▇▇
Address for notices or communications to Party B:
Address: Level ▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
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Attention: Manager, Securitisation
Facsimile No: (▇▇) ▇▇▇▇ ▇▇▇▇ Telephone No: (▇▇) ▇▇▇▇ ▇▇▇▇
Address for notices or communications to the Manager:
Address: Level ▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Middle Office Compliance Manager
Facsimile No: (▇▇) ▇▇▇▇ ▇▇▇▇ Telephone No: (▇▇) ▇▇▇▇ ▇▇▇▇
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: None.
Party B appoints as its Process Agent: None.
(c) OFFICES. The provisions of Section 10(a) will not apply to this
Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is the Manager unless
otherwise specified in a Confirmation in relation to the relevant
Transaction.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
In relation to Party A: Nil.
In relation to Party B: Security Trust Deed
(g) CREDIT SUPPORT PROVIDER. Credit Support Provider means:
In relation to Party A: Nil.
In relation to Party B: Nil.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws in force in New South Wales and Section 13(b)
(i) is deleted and replaced with the following:
each party submits to the non-exclusive jurisdiction of the courts of
New South Wales and Court of Appeal from them.
(i) NETTING OF PAYMENTS. Sub-paragraph (ii) of Section 2(c) of this
Agreement will apply to net Transactions in the same Confirmation and
will not apply to net Transactions specified in different
Confirmations.
(j) AFFILIATE will have the meaning specified in Section 14 of this
Agreement. For the purpose of Section 3(c), each of Party A and Party
B are deemed not to have any Affiliates.
PART 5. OTHER PROVISIONS
(A) ISDA DEFINITIONS: This Agreement, each Confirmation and each
Transaction are subject to the 2000 ISDA Definitions (published by the
International Swaps and Derivatives Association, Inc.) as amended from
time to time (the "ISDA DEFINITIONS"), and will be governed in all
respects by any provisions set forth in the ISDA Definitions, without
regard to any amendments to the ISDA Definitions made after the date of
this Agreement. The
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ISDA Definitions are incorporation by reference in, and shall be deemed
to be part of this Agreement and each Confirmation.
(b) In Section 2(a)(i) add the following sentence:
Each payment will be by way of exchange for the corresponding payment
or payments payable by the other party.
(c) In Section 2(a)(ii), after freely transferable funds add free of any
set-off, counterclaim, deduction or withholding (except as expressly
provided in this Agreement).
(d) A new Section 2(a)(iv) is inserted as follows:
(iv) The condition precedent in Section 2(a)(iii)(1) does not apply
to a payment due to be made to a party if it has satisfied all
its payment obligations under Section 2(a)(i) of this
Agreement and has no future payment obligations, whether
absolute or contingent under Section 2(a)(i).
(e) For the purpose of Section 2(b) of this Agreement, CHANGE OF ACCOUNT,
any new account so designated shall be in the same tax jurisdiction as
the original account.
(f) ADDITIONAL REPRESENTATIONS: In Section 3 add the following immediately
after paragraph (f):
(g) Non Assignment. It has not assigned (whether
absolutely, in equity or otherwise) or declared any
trust over any of its rights under any Transaction
(other than, in respect of Party B, the trusts created
pursuant to the Trust Deed) and has not given any
charge over its assets, in the case of Party A, or the
assets of the Trust (other than as provided in the
Security Trust Deed), in the case of Party B.
(g) Party B also represents to Party A (which representations will be
deemed to be repeated by Party B on each date on which a Transaction
is entered into) that:
(i) TRUST VALIDLY CREATED. The Trust has been validly created
and is in existence at the date of this Agreement.
(ii) SOLE TRUSTEE. Party B has been validly appointed as trustee
of the Trust and is presently the sole trustee of the Trust.
(iii) NO PROCEEDINGS TO REMOVE. No notice has been given to Party B
and to Party B's knowledge no resolution has been passed, or
direction or notice has been given, removing Party B as
trustee of the Trust.
(iv) POWER. Party B has power under the Trust Deed to enter into
this Agreement and the Security Trust Deed in its capacity as
trustee of the Trust.
(v) GOOD TITLE. Party B is the equitable owner of the Assets of
the Trust and has power under the Trust Deed to mortgage or
charge them in the manner provided in the Security Trust Deed,
and, subject only to the Trust Deed, the Security Trust Deed
and any Security Interest (as defined in the Trust Deed)
permitted under the Security Trust Deed, as far as Party B is
aware, those assets are free from all other Security Interests
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(h) In Section 3(c)
(i) delete the words AGENCY OR OFFICIAL; and
(ii) in the third line, insert "materially" before the word AFFECT.
(i) In Section 4 add a new paragraph as follows:
(f) CONTRACTING AS PRINCIPAL. Party A will enter into all
Transactions as principal and not otherwise and Party B will
enter into all Transactions in its capacity as trustee of the
Trust and not otherwise.
(j) In Section 6(d)(i), in the last line, insert IN THE ABSENCE OF MANIFEST
ERROR after the word EVIDENCE.
(K) CONFIRMATIONS. Notwithstanding the provisions of Section 9(e)(ii), each
Confirmation in respect of a Swap Transaction which is confirmed by
electronic messaging system, an exchange of telexes or an exchange of
facsimiles will be further evidenced by an original Confirmation signed
by the parties, however any failure to sign an original Confirmation
will not affect the validity or enforceability of any Swap Transaction.
(l) Section 12 is amended as follows:
(i) in Section 12(a), insert and settlement instructions requiring
payment to an entity other than the original counterparty
after Section 5 or 6 in line 2.
(ii) Section 12(a)(iii) is replaced with:
(iii) if sent by facsimile transmission, on the
date a transmission report is produced by the
machine from which the facsimile was sent
which indicates that the facsimile was sent
in its entirety to the facsimile number of
the recipient notified for the purpose of
this Section, unless the recipient notifies
the sender within one Local Business Day of
the facsimile being sent that the facsimile
was not received in its entirety and in
legible form.
(m) Any reference to a:
(i) SWAP TRANSACTION in the ISDA Definitions is deemed to be a
reference to a "Transaction" for the purpose of interpreting
this Agreement or any Confirmation; and
(ii) TRANSACTION in this Agreement or any Confirmation is deemed to
be a reference to a "Swap Transaction" for the purpose of
interpreting the ISDA Definitions.
(N) TRUST DEED means the Master Trust Deed dated 14 March 1998 as amended
by the Crusade Global Trust No. 1 of 2003 Supplementary Terms Notice
dated on or about the date of this Agreement between (among others)
Party B, Party A and the Manager, and each of the following expressions
shall have the meanings given to them in the Trust Deed:
APPROVED BANK
APPROVED SELLER
ASSETS
BANK
CLASS
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DESIGNATED RATING AGENCY
FLOATING RATE LOAN
HOUSING LOAN PRINCIPAL
INSOLVENCY EVENT
LOAN OFFSET INTEREST AMOUNT
MASTER TRUST DEED
NOTE
PAYMENT DATE
PURCHASED RECEIVABLE
SECURITY TRUST DEED
TRUST
(o) TRUST DEED: The Parties acknowledge and agree that for the purposes of
the Trust Deed, this Agreement is an HEDGE AGREEMENT and Party A is a
SUPPORT FACILITY PROVIDER.
(p) A new Section 15 is added as follows:
15. DOWNGRADE
(a) For the purpose of this Section 15 the following additional
definitions apply:
ACCEPTABLE ARRANGEMENT means an arrangement which each
relevant Designated Rating Agency has confirmed, in writing
will result in the avoidance or reversal of any Note
Downgrade.
ACCEPTABLE RATING means, at any time, that Party A's short
term rating from S&P is not below A-1.
APPROVED BANK means a Bank which has a short-term rating of
at least A-1+ (S&P), P-1 (▇▇▇▇▇'▇) and a short-term rating of
at least F1 or a long-term rating of at least A (Fitch
Ratings).
DOWNGRADE means Party A's rating by a Designated Rating Agency
has been withdrawn or reduced resulting in Party A having:
(i) a short term credit rating of less than A-1 by S&P;
(ii) a short term credit rating by ▇▇▇▇▇'▇ of less than
Prime-1; or
(iii) a short term rating of less than F1 by Fitch Ratings.
MAJOR PARTY A DOWNGRADE means a Party A Downgrade resulting in
Party A having:
(i) a short term credit rating by S&P of less than A-1;
(ii) a short term credit rating by ▇▇▇▇▇'▇ of less than
Prime-2; or
(iii) a short term credit rating by Fitch Ratings of less than
F1.
MINOR PARTY A DOWNGRADE means any Party A Downgrade which is
not a Major Party A Downgrade.
NOTE DOWNGRADE means any actual or proposed withdrawal or
downgrade of the ratings assigned to any Class of Notes by a
Designated Rating Agency which results
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or would result in any rating assigned to that Class of Notes
being less than that stipulated in Section 4.2(f) of the
Supplementary Terms Notice.
REPLACEMENT PROVIDER means a party that has agreed to replace
Party A as Basis Swap Provider and has a rating greater than or
equal to:
(i) A-1 by S&P;
(ii) F1 by Fitch Ratings; and
(iii) who is suitably rated such that its appointment as
standby swap provider does not result in a Note Downgrade
by ▇▇▇▇▇'▇.
REPLACEMENT SWAP PROVIDER means a party that has agreed to
replace Party A as Basis Swap Provider, and the appointment of
which each Designated Rating Agency has confirmed, in writing,
will not result in a Note Downgrade.
SWAP COLLATERAL ACCOUNT means an account established by Party B
with an Approved Bank.
TIME STIPULATED means:
(i) where Party A has an Acceptable Rating, within 30
Business Days; and
(ii) where Party A does not have an Acceptable Rating, within
5 Business Days.
(b) If, at any time, Party A is Downgraded and the Downgrade
constitutes a Minor Party A Downgrade, Party A shall, within 30
days (or such greater period as agreed by the relevant
Designated Rating Agency), comply with Section 15(d).
(c) If at any time Party A is Downgraded and the Downgrade
constitutes a Major Party A Downgrade, Party A shall, within 5
Business Days (or such greater period as agreed by the relevant
Designated Rating Agency) comply with Section 15(d).
(d) Where Party A is required to comply with this Section 15(d) it
shall, at its cost, and at its election do one of the
following:
(i) (CASH COLLATERALISE) deposit into a Swap Collateral
Account and maintain in the Swap Collateral Account
(whilst the relevant Downgrade subsists) sufficient funds
to ensure that the amount standing to the credit of the
Swap Collateral Account is equal to the greater of the
following (the CASH COLLATERAL AMOUNT):
(A) zero;
(B) CCR; and either:
(1) an amount acceptable to ▇▇▇▇▇'▇ and ▇▇▇▇▇
Ratings and sufficient to ensure that the
ratings given to the Notes by ▇▇▇▇▇'▇ and ▇▇▇▇▇
Ratings are not adversely affected and that any
Note Downgrade is avoided or reversed (as the
case may be); or
(2) an amount acceptable to S&P that is the greater
of zero, CCR and the amount of the next payment
that is due, or
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one percent of the of the outstanding notional
principal of the basis swap.
(ii) (NOVATE) enter into an agreement novating this Agreement
to a Replacement Provider proposed by any of Party A,
Party B or the Manager which each Designated Rating
Agency has confirmed will not result in a withdrawal or
downgrade of any credit rating assigned, by it, to the
Notes; or
(iii) (OTHER ARRANGEMENTS) enter into or procure entry into any
Acceptable Arrangement.
For the purpose of this paragraph (j), the formula for
calculating CCR is as follows.
CCR = CR x 1.030
where
CR means MTM + VB
MTM means the mark-to-market value of the Transactions
outstanding under the Agreement. Party A will have to mark the
Transactions to market and post collateral on a weekly basis,
with a cure period of 3 days. The mark-to-market value should
reflect the higher of 2 bids from counterparties that will be
eligible and willing to assume Party A's role in the
Transactions in place of Party A. The mark-to-market value may
be a positive or negative amount. A bid has a negative value if
the payment would be from the counterparty to Party A and has a
positive value if the payment would be from Party A to the
counterparty (for the purposes of determining a higher bid, any
bid of positive value is higher than any bid of a negative
value).
VB means the value calculated by multiplying the Invested
Amount at the time of the calculation by the relevant
percentage calculated from the following table (for the
purposes of interpreting the table, "Counterparty rating" is
the credit rating assigned to Party A by S&P and "Maturities"
is the period from and including the date of calculation to but
excluding the scheduled maturity of the last expiring
Transaction outstanding under this Agreement):
VOLATILITY BUFFER (%)
COUNTERPARTY MATURITIES MATURITIES MATURITIES MORE
RATING UP TO 5 YEARS UP TO 10 YEARS THAN 10 YEARS
A+ 1.05 1.75 3.0
A 1.35 2.45 4.5
A-1* 1.5 3.15 6.0
* The A-1 rating will be taken to be the counterparty's short term rating.
(e) Where Party A procures a Replacement Provider in accordance
with Section 15(d)(ii), each party to this Agreement shall do
all things necessary to novate the relevant obligations to the
Replacement Provider.
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(f) If, at any time, Party A's obligations under this Agreement are
novated in accordance with Section 15(d)(ii) or any Acceptable
Arrangement is entered into in accordance with Section
15(d)(iii) Party A shall be immediately entitled to any cash
collateral amount which it has deposited in the Swap Collateral
Account.
(g) If the Manager becomes actually aware of the occurrence of a
Party A Downgrade, the Manager shall notify Party A of the
occurrence of such a reduction.
(h) Where Party B has not established a Swap Collateral Account
and Party A is required to deposit monies into a Swap
Collateral Account, the Manager must direct Party B to
establish, as soon as is practicable, and maintain, in the
name of Party B an account with an Approved Bank which account
shall be, for the purposes of this Section 15 the SWAP
COLLATERAL ACCOUNT.
(i) All interest on the Swap Collateral Account will accrue and be
payable monthly to the party which provides the relevant Cash
Collateral Amount.
(j) Notwithstanding anything to the contrary in this Section 15,
where a Downgrade has occurred, a party entitled to elect a
course of action under this Section 15 may only elect to cash
collateralise under Section 15(d)(i) if Party A has a short
term credit rating of not less than F2 from Fitch Ratings.
(k) Party B may only make withdrawals from the Swap Collateral
Account if directed to do so by the Manager and then only for
the purpose of:
(i) novating obligations under this Agreement in accordance
with Section 15(d)(ii) or entering into any other
Acceptable Arrangement in accordance with Section
15(d)(iii);
(ii) refunding to Party A the amount of any reduction in the
Swap Collateral Amount, from time to time and providing
the Designated Rating Agencies have confirmed, in writing,
that such refund will not result in an Note Downgrade;
(iii) withdrawing any amount which has been incorrectly
deposited into the Swap Collateral Account;
(iv) paying any applicable bank account taxes or equivalent
payable in respect of the Swap Collateral Account; or
(v) funding the amount of any payment due to be made by Party
A under this Agreement following the failure by Party A to
make that payment.
(l) Party A's obligations under this Section 15 shall:
(i) survive the termination of this Agreement; and
(ii) terminate upon Party A complying with its obligations (if
any) under Section 15(d).
(m) Where Party A fails to comply with Section 15(d), this shall
constitute an Additional Termination Event and Party A shall be
the Affected Party for this purpose.
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(q) A new Section 16 is added as follows:
16. Trustee provisions
(a) Limitation of liability
(A) General
Clause 30 of the Master Trust Deed applies to the
obligations and liabilities of the Trustee under this
agreement.
(B) Limitation of Trustee's Liability
(1) The Trustee enters into this agreement only in its
capacity as trustee of the Trust and in no other
capacity (except where the Transaction Documents
provide otherwise). Subject to paragraph (3) below, a
liability arising under or in connection with this
agreement or the Trust can be enforced against the
Trustee only to the extent to which it can be
satisfied out of the assets and property of the Trust
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 agreement
and extends to all liabilities and obligations of the
Trustee in any way connected with any representation,
warranty, conduct, omission, agreement or transaction
related to this agreement or the Trust.
(2) Subject to subparagraph (3) below, no person
(including any Relevant Party) may take action
against the Trustee in any capacity other than as
trustee of the Trust or seek the appointment of a
receiver (except under this agreement), or a
liquidator, an administrator or any similar person to
the Trustee or prove in any liquidation,
administration or arrangements of or affecting the
Trustee.
(3) The provisions of this section 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 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 Trust as a result of the Trustee's fraud,
negligence, or Default.
(4) It is acknowledged that the Relevant Parties are
responsible under the Transaction Documents for
performing a variety of obligations relating to the
Trust. No act or omission of the Trustee (including
any related
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failure to satisfy its obligations under this
agreement) will be considered fraud, negligence or
Default of the Trustee for the purpose of
subparagraph (3) above to the extent to which the act
or omission was caused or contributed to by any
failure by any Relevant Party or any person who has
been delegated or appointed by the Trustee in
accordance with this agreement or any other
Transaction Document to fulfil its obligations
relating to the Trust or by any other act or omission
of a Relevant Party or any such person.
(5) In exercising their powers under the Transaction
Documents, each of the Trustee, the Security Trustee
and the Noteholders must ensure that no attorney,
agent, delegate, receiver or receiver and manager
appointed by it in accordance with this agreement 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 Default of the
Trustee for the purpose of subparagraph (3) above.
(6) In this clause, RELEVANT PARTIES means each of the
Manager, the Servicer, the Calculation Agent, the
Note Registrar, each Paying Agent, the Note Trustee,
and the provider of a Support Facility.
(7) Nothing in this clause limits the obligations
expressly imposed on the Trustee under the
Transaction Documents.
(b) Nothing in paragraph (a) limits Party A in:
(i) obtaining an injunction or other order to restrain
any breach of this Agreement by Party B; or
(ii) obtaining declaratory relief, in relation to its
rights under the Security Trust Deed.
(c) Except as provided in paragraphs (a) and (b), Party A
shall not:
(i) (JUDGMENT) obtain a judgment for the payment of money
or damages by Party B
(ii) (STATUTORY DEMAND) issue any demand under section
459E(1) of the Corporations Act 2001 (Cth) (or any
analogous provision under any other law) against
Party B;
(iii) (WINDING UP) apply for the winding up or dissolution
of Party B;
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(iv) (EXECUTION) levy or enforce any distress or other
execution to, on or against any assets of Party B;
(v) (COURT APPOINTED RECEIVER) apply for the appointment
by a court of a receiver to any of the assets of
Party B;
(SET-OFF OR COUNTERCLAIM) exercise or seek to
exercise any set-off or counterclaim against Party B;
or
(ADMINISTRATOR) appoint, or agree to the appointment,
of any administrator to Party B,
or take proceedings for any of the above and Party A
waives its rights to make those applications and take
those proceedings.
IN WITNESS WHEREOF the parties have executed this schedule on the respective
dates specified below with effect from the date specified on the first page of
this document.
▇▇.▇▇▇▇▇▇ BANK LIMITED
By: By:
------------------------------ ------------------------------
Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
Date: Date:
------------------------------ ------------------------------
PERPETUAL TRUSTEES CONSOLIDATED LIMITED
By: By:
------------------------------ ------------------------------
Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
Date: Date:
------------------------------ ------------------------------
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CRUSADE MANAGEMENT LIMITED
By: By:
------------------------------ ------------------------------
Name: Name:
------------------------------ ------------------------------
Title: Title:
------------------------------ ------------------------------
Date: Date:
------------------------------ ------------------------------
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