SUPPLEMENTARY TERMS NOTICE
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Perpetual Trustees Consolidated Limited
(Trustee)
CRUSADE MANAGEMENT LIMITED
(Manager)
▇▇.▇▇▇▇▇▇ BANK LIMITED
(Approved Seller)
▇▇.▇▇▇▇▇▇ BANK LIMITED
(Servicer)
▇▇.▇▇▇▇▇▇ BANK LIMITED
(Indemnifier)
▇▇.▇▇▇▇▇▇ CUSTODIAL PTY LIMITED
(Custodian)
P.T. LIMITED
(Security Trustee)
WILMINGTON TRUST COMPANY
(Note Trustee)
Crusade Global Trust No. 1 of 2001
▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
The Chifley Tower
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Tell ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Fax ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
(C)Copyright ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 2001
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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TABLE OF CONTENTS
1. INTRODUCTION 1
2. DEFINITIONS AND INTERPRETATION 2
2.1 Definitions 2
2.2 Interpretation 27
2.3 Limitation of liability 27
2.4 Knowledge of Trustee 28
3. DIRECTION AND TRUST BACK 28
4. NOTES 29
4.1 Conditions of Notes 29
4.2 Summary of conditions of Notes 29
4.3 Issue of Notes 33
4.4 Trustee's Covenant to Noteholders and the Note Trustee 33
4.5 Repayment of Notes on Payment Dates 34
4.6 Final Redemption 34
4.7 Period During Which Interest Accrues 34
4.8 Calculation of Interest 34
4.9 Step-Up Margin 35
4.10 Aggregate receipts 36
5. CASHFLOW ALLOCATION METHODOLOGY 36
5.1 Total Available Funds 36
5.2 Excess Available Income - Reimbursement of Charge Offs and Principal Draws 38
5.3 Excess Distribution 39
5.4 Initial Principal Distributions 40
5.5 Principal Distributions prior to Stepdown Date 41
5.6 Principal distributions after Stepdown Date 42
5.7 Final Maturity Date 43
5.8 Redraws 43
5.9 Determination Date - Payment Shortfall 44
5.10 Allocating Liquidation Losses 45
5.11 Insurance claims 45
5.12 Payments before Payment Date 45
5.13 Charge Offs 46
5.14 Payments into US$ Account 46
5.15 Payments out of US$ Account 47
5.16 Rounding of amounts 47
5.17 Manager's Report 47
5.18 Payment Priorities Following an Event of Default: Security Trust Deed 47
5.19 Prescription 48
5.20 Accounting Procedures: Principal & Interest 48
5.21 Replacement of Currency Swap 48
5.22 Notice of calculations 49
5.23 Bond Factors 49
5.24 Loan Offset Interest 49
6. MASTER TRUST DEED AND SERVICING AGREEMENT 50
6.1 Completion of details in relation to Master Trust Deed 50
6.2 Amendments to Master Trust Deed 52
6.3 Amendments to the Servicing Agreement 88
7. CALL AND TAX REDEMPTION 88
7.1 Call 88
7.2 Tax Event 89
8. SUBSTITUTION OF PURCHASED RECEIVABLES 90
8.1 Approved Seller substitution 90
8.2 Other substitutions 90
8.3 Selection criteria 91
9. APPLICATION OF THRESHOLD RATE 92
9.1 Calculation of Threshold Rate 92
9.2 Setting Threshold Rate 92
9.3 Loan Offset Deposit Accounts 92
10. TITLE PERFECTION EVENTS 92
11. BENEFICIARY 93
12. NOTE TRUSTEE 94
12.1 Capacity 94
12.2 Exercise of rights 94
12.3 Representation and warranty 94
12.4 Payments 94
12.5 Payment to be made on Business Day 94
13. SECURITY TRUST DEED 94
14. CUSTODIAN AGREEMENT 95
15. MANAGER'S DIRECTIONS TO BE IN WRITING 95
16. UNDERTAKINGS BY SELLER AND SERVICER 95
17. TAX REFORM 95
SCHEDULE 1 100
SCHEDULE 2 102
Application for A$ Notes 102
Crusade Global Trust No. 1 of 2001 102
SCHEDULE 3 105
Note Acknowledgment 105
Crusade Global Trust No.1 of 2001 105
SCHEDULE 4 107
Note Transfer and Acceptance 107
Crusade Global Trust No.1 of 2001 107
1. INTRODUCTION
This Supplementary Terms Notice is issued on 2001 pursuant
and subject to the Master Trust Deed dated 14 March 1998 (the MASTER
TRUST DEED) between:
PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) of Level
7, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ in its capacity as
trustee of Crusade Global Trust No. 1 of 2001 (the TRUSTEE);
CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) of ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ as Manager (the MANAGER);
▇▇.▇▇▇▇▇▇ BANK LIMITED (ABN 92 055 513 070) of 4-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ in its capacity as Servicer, Approved
Seller and Indemnifier (▇▇.▇▇▇▇▇▇);
▇▇.▇▇▇▇▇▇ CUSTODIAL PTY LIMITED (ABN 87 003 347 411) of ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (the CUSTODIAN);
P.T. LIMITED (ABN 67 004 454 666) of Level 7, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 2000 (the SECURITY TRUSTEE); and
WILMINGTON TRUST COMPANY of ▇▇▇▇▇▇ Square North, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-0001 (the NOTE TRUSTEE) which has
agreed to act as note trustee in relation to Notes issued by the Trust
under the Note Trust Deed and in accordance with this Supplementary
Terms Notice.
This Supplementary Terms Notice is issued by the Manager and applies in
respect of Crusade Global Trust No. 1 of 2001.
Each party to this Supplementary Terms Notice agrees to be bound by the
Transaction Documents as amended by this Supplementary Terms Notice in
the capacity set out with respect to them in this Supplementary Terms
Notice or the Master Trust Deed.
The parties agree that the Approved Seller is to be an Approved Seller
for the purposes of the Master Trust Deed, this Supplementary Terms
Notice and the other Transaction Documents for the Trust.
The parties agree that the Servicer is to be a Servicer for the
purposes of the Master Trust Deed, this Supplementary Terms Notice and
the other Transaction Documents for the Trust.
The parties agree that the Custodian is to be a Custodian for the
purposes of the Master Trust Deed, this Supplementary Terms Notice and
the other Transaction Documents for the Trust.
Page 1
2. DEFINITIONS AND INTERPRETATION
2.1 DEFINITIONS
Unless otherwise defined in this Supplementary Terms Notice, words and
phrases defined in the Master Trust Deed have the same meaning where
used in this Supplementary Terms Notice.
In this Supplementary Terms Notice, and for the purposes of the
definitions in the Master Trust Deed, the following terms have the
following meanings unless the contrary intention appears. These
definitions apply only in relation to the Crusade Global Trust No. 1 of
2001, and do not apply to any other Trust (as defined in the Master
Trust Deed).
A$ CLASS A INTEREST AMOUNT means, for any Quarterly Payment Date in
relation to a Confirmation for US$ Notes, the amount in Australian
dollars which is calculated:
(a) on a daily basis at 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, 60 days) plus the relevant Spread;
(b) on the A$ Equivalent of the aggregate of the Invested Amount
of those Class A 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; or
(b) in relation to an amount denominated or to be denominated in
A$, the amount of A$.
A$ EXCHANGE RATE means, on any date, the rate of exchange (set as at
the commencement of a Currency Swap) applicable under that Currency
Swap for the exchange of United States dollars for Australian dollars.
A$ NOTEHOLDER means a Noteholder of an A$ Note.
A$ NOTE means a Class A-3 Note, a Class B Note or a Class C Note.
ACCRUED INTEREST ADJUSTMENT means, in relation to the Approved Seller,
all interest and fees accrued on the Purchased Receivables purchased
from the Approved Seller up to (but excluding) the Closing Date which
are unpaid as at the close of business on the Closing Date.
AGENCY AGREEMENT means the Agency Agreement dated on or about the date
of this Deed between the Trustee, the Manager, the Note Trustee, the
Principal Paying Agent, the other Paying Agents and the Calculation
Agent.
Page 2
ARREARS subsist in relation to a Receivable at any time if, at that
time, the principal outstanding under that Receivable is greater than
the scheduled principal balance for that Receivable.
ARREARS PERCENTAGE means, for any Payment Date:
(a) the aggregate Unpaid Balance of all Purchased Receivables
which are in Arrears by 60 consecutive days or more as at the
end of the Collection Period immediately preceding that
Payment Date;
divided by
(b) the aggregate Unpaid Balance of all Purchased Receivables as
at the end of the Collection Period immediately preceding that
Payment Date,
expressed as a percentage.
ASSET has the meaning in the Master Trust Deed and includes any Loan or
any Mortgage specified in a Sale Notice or any Mortgage, Related
Security or other rights with respect thereto which is acquired by the
Trustee for the Trust, or any Authorised Investment acquired by the
Trustee.
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.
AVAILABLE INCOME means, in relation to the Trust for any Monthly
Collection Period, the total of the following:
(a) the Finance Charge Collections for the Trust for that Monthly
Collection Period; plus
(b) to the extent not included in paragraph (a):
(i) any amount received by or on behalf of the Trustee in
relation to that Monthly Collection Period on or by
the Monthly Payment Date immediately following the
end of that Monthly Collection Period with respect to
net receipts under any Interest Hedge;
(ii) any interest income received by or on behalf of the
Trustee during that Monthly Collection Period in
respect of moneys credited to the Collection Account
in relation to the Trust;
(iii) amounts in the nature of interest otherwise paid by
the Approved Seller, the Servicer or the Manager to
the Trustee in respect of Collections held by it;
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(iv) all other amounts received by or on behalf of the
Trustee in respect of the Assets in the nature of
income; and
(v) all amounts received by or on behalf of the Trustee
in the nature of income during that Monthly
Collection Period from any provider of a Support
Facility (other than a Redraw Facility Agreement)
under that Support Facility and which the Manager
determines should be accounted for in respect of a
Finance Charge Loss,
but excluding interest credited to a Support Facility Collateral
Account.
Available Income, for any Quarterly Collection Period, means the total
of the above amounts for the three Monthly Collection Periods that
comprise that Quarterly Collection Period.
BANK means:
(a) for the purposes of paragraph (a) of the definition of
BUSINESS DAY and the definition of US$ ACCOUNT:
(i) a corporation authorised under the Banking Act 1959
(Cth) to carry on general banking business in
Australia or a corporation formed or incorporated
under an Act of the Parliament of an Australian
Jurisdiction to carry on the general business of
banking;
(ii) a person authorised under the Banking Act 1987 (UK)
to carry on a deposit taking business; or
(iii) 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 formed or incorporated under an Act
of the Parliament of an Australian Jurisdiction to carry on
the general business of banking.
BASIS SWAP means, in relation to the master interest rate swap
agreement dated on or about the date of this Supplementary Terms Notice
made between the Trustee in its capacity as trustee of the Trust, the
Manager, ▇▇.▇▇▇▇▇▇ as principal floating rate payer and Credit Suisse
First Boston International as standby floating rate payer, 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 Floating Rate Loan.
BBSW REFERENCE BANK means any financial institution authorised to quote
on the Reuters Screen BBSW Page.
BENEFICIARY means, in relation to the Trust, the Manager.
BOND FACTOR means a Class A Bond Factor, a Class B Bond Factor or a
Class C Bond Factor.
Page 4
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-1 Notes or Class A-2 Notes substantially in the
form of schedule 1 to the Note Trust Deed.
BREAK PAYMENT means any amount owed by an Obligor under a Fixed Rate
Loan and which amount is owed following payment by that Obligor of any
principal before the due date for that principal, in accordance with
the terms of the relevant Receivable Agreement (and includes an amount
owed by the Mortgage Insurer with respect to the obligation of an
Obligor to pay any such amount).
BUSINESS DAY means:
(a) in relation to the Note Trust Deed, the Agency Agreement, any
US$ Note, (including any Condition) and any payment of US$
under a Currency Swap, any day, other than a Saturday, Sunday
or public holiday, on which Banks are open for business in
London, Sydney and New York, or as otherwise specified in the
relevant Condition; and
(b) in relation to any A$ Notes, any other Transaction Document
and any payments of A$, any day, other than a Saturday, Sunday
or public holiday, on which Banks are open for business in
London, Sydney and New York, or as otherwise specified in the
relevant Condition;.
CALCULATION AGENT means Bankers Trust Company.
CARRYOVER CHARGE OFF means, in relation to the Trust at any time, a
Carryover Class A Charge Off, or a Carryover Class B Charge Off, a
Carryover Class C Charge Off or a Carryover Redraw Charge Off.
CARRYOVER CLASS A CHARGE OFF means, on any Quarterly Determination
Date, in relation to a Class A Note, the aggregate of Class A Charge
Offs in relation to that Class A Note prior to that Quarterly
Determination Date and which have not been reinstated under clause
5.2(a)(ii)(A) or 5.2(a)(ii)(B).
CARRYOVER CLASS B CHARGE OFF means, on any Quarterly Determination
Date, in relation to a Class B Note, the aggregate of Class B Charge
Offs prior to that Quarterly Determination Date and which have not been
reinstated under clause 5.2(a)(iv).
CARRYOVER CLASS C CHARGE OFF means, on any Quarterly Determination
Date, in relation to a Class C Note, the aggregate of Class C Charge
Offs prior to that Quarterly Determination Date and which have not been
reinstated under clause 5.2(a)(v).
CARRYOVER REDRAW CHARGE OFF means, on any Quarterly Determination Date,
the aggregate of Redraw Charge Offs prior to that Quarterly
Determination Date and which have not been repaid under clause
5.2(a)(ii)(C).
CLASS where used in relation to the Notes, means each class constituted
by the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class B Notes and the Class C Notes and where used in relation to
Noteholders means the holders of Notes in the relevant Class or Classes
of Notes.
Page 5
CLASS A BOND FACTOR means, in relation to a Quarterly Determination
Date for a Class of Class A Notes, the aggregate of the Invested
Amounts for that Class of Class A Notes for that Quarterly
Determination Date, less all Class A Principal Payments to be made on
the next Quarterly Payment Date divided by the aggregate Class A
Initial Invested Amounts for that Class of Class A Notes expressed to
seven decimal places.
CLASS A CHARGE OFF means, in relation to a Class A Note, the amount of
any reduction in the Class A Stated Amount for that Note under clause
5.13(c)(i).
CLASS A INITIAL INVESTED AMOUNT means, in relation to any Class A Note,
the Initial Invested Amount of that Class A Note.
CLASS A INTEREST means in relation to a Class A Note, all interest
accrued on that Class A Note in respect of an Interest Period in
accordance with clause 4.8.
CLASS A NOTE means a Class A-1 Note, Class A-2 Note or Class A-3 Note.
CLASS A-1 NOTE means a Note issued as a Class A-1 Note by the Trustee
with the characteristics of a Class A-1 Note under this Supplementary
Terms Notice and includes any relevant Book-Entry Note (or any part or
interest in) and any relevant Definitive Note.
CLASS A-1 PROPORTION means, on any date, the aggregate Invested Amount
of all Class A-1 Notes at that date divided by the aggregate Invested
Amount of all Class A Notes.
CLASS A-2 NOTE means a Note issued as a Class A-2 Note by the Trustee
with the characteristics of a Class A-2 Note under this Supplementary
Terms Notice and includes any relevant Book-Entry Note (or any part or
interest in) and any relevant Definitive Note.
CLASS A-2 PROPORTION means, on any date, the aggregate Invested Amount
of all Class A-2 Notes at that date divided by the aggregate Invested
Amount of all Class A Notes.
CLASS A-3 NOTE means a Note issued as a Class A-3 Note by the Trustee
with the characteristics of a Class A-3 Note under this Supplementary
Terms Notice.
CLASS A-3 NOTEHOLDER means a Noteholder of a Class A-3 Note. CLASS A-3
PROPORTION means, on any date, the aggregate Invested Amount of all
Class A-3 Notes at that date divided by the aggregate Invested Amount
of all Class A Notes.
CLASS A NOTEHOLDER means a Noteholder of a Class A Note.
CLASS A PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an
amount equal to the lesser of:
(a) the Principal Collections remaining for distribution on that
Payment Date after payment of the Initial Principal
Distribution; and
(b) the greater of:
(i) the A$ Equivalent of the aggregate Invested Amount of
the Class A Notes at the beginning of the Collection
Period
Page 6
ending immediately before that Payment Date minus the product
of:
(A) 95.74%; and
(B) the aggregate Unpaid Balance of the Purchased
Receivables housing loans as of the last day
of that Collection Period; and
(ii) zero.
CLASS A PRINCIPAL PAYMENT means each payment to the US$ Noteholders
under clause 5.15, following a payment under clauses 5.5(b), 5.5(c),
5.6(b)(i) or 5.6(b)(ii) or each payment to Class A-3 Noteholders under
clauses 5.5(d) or 5.6(b)(ii).
CLASS A STATED AMOUNT means, on a Quarterly Determination Date and in
relation to a Class A Note, an amount equal to:
(a) the Class A Initial Invested Amount for that Note; less
(b) the aggregate of all Class A Principal Payments made before
that Determination Date with respect to that Class A Note;
less
(c) Carryover Class A Charge Offs (if any) made in relation to
that Class A Note; less
(d) Class A Principal Payments (if any) to be made in relation to
that Class A Note on the next Payment Date; less
(e) Class A Charge Offs (if any) to be made in relation to that
Class A Note on the next Payment Date; plus
(f) the amount (if any) of the Excess Available Income applied in
reinstating the Stated Amount of that Class A Note under
clause 5.2(a)(ii) on that Determination Date.
CLASS B BOND FACTOR means, on a Quarterly Determination Date, the
aggregate of the Invested Amounts for all Class B Notes for that
Quarterly Determination Date less all Class B Principal Payments to be
made on the next Quarterly Payment Date divided by the aggregate Class
B Initial Invested Amounts for all Class B Notes expressed to seven
decimal places.
CLASS B CHARGE OFF means, in relation to a Class B Note, the amount of
any reduction in the Class B Stated Amount for that Note under clause
5.13(b).
CLASS B INITIAL INVESTED AMOUNT means, in relation to any Class B Note,
the Initial Invested Amount of that Class B Note.
CLASS B INTEREST means, in relation to a Class B Note, all interest
accrued on that Class B Notes in respect of an Interest Period in
accordance with clause 4.8.
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 Terms
Notice.
CLASS B NOTEHOLDER means a Noteholder of a Class B Note.
CLASS B PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an
amount equal to the lesser of:
Page 7
(a) the Principal Collections remaining for distribution on that
Payment Date after payment of the Initial Principal
Distributions and the Class A Principal Distribution Amount;
and
(b) the greater of:
(i) the aggregate Invested Amount on the Class A Notes
(after taking into account the payment of the Class A
Principal Distribution Amount on that Payment Date)
plus the aggregate Invested Amount of the Class B
Notes at the beginning of the Collection Period
ending immediately before that Payment Date minus the
product of:
(A) 99.50% and
(B) the aggregate Unpaid Balance of the Purchased
Receivables as of the last day of that
Collection Period; and
(ii) zero.
CLASS B PRINCIPAL PAYMENT means each payment to the Class B Noteholders
under clauses 5.5(e) or 5.6(c).
CLASS B STATED AMOUNT means, on a Quarterly Determination Date and in
relation to a Class B Note, an amount equal to:
(a) the Class B Initial Invested Amount for that Note; less
(b) the aggregate of all Class B Principal Payments made before
that Determination Date with respect to that Class B Note;
less
(c) Carryover Class B Charge Offs (if any) made in relation to
that Class B Note; less
(d) Class B Principal Payments (if any) to be made in relation to
that Class B Note on the next Payment Date; less
(e) Class B Charge Offs (if any) to be made in relation to that
Class B Note on the next Payment Date; plus
(f) the amount (if any) of the Excess Available Income applied in
reinstating the Stated Amount of that Class B Note under
clause 5.2(a)(iv) on that Determination Date.
CLASS C BOND FACTOR means, on a Quarterly Determination Date, the
aggregate of the Invested Amounts for all Class C Notes for that
Quarterly Determination Date less all Class C Principal Payments to be
made on the next Quarterly Payment Date divided by the aggregate Class
C Initial Invested Amounts for all Class C Notes expressed to seven
decimal places.
CLASS C CHARGE OFF means, in relation to a Class C Note, the amount of
any reduction in the Class C Stated Amount for that Note under clause
5.13(a).
CLASS C INITIAL INVESTED AMOUNT means, in relation to any Class C Note,
the Initial Invested Amount of that Class C Note.
Page 8
CLASS C INTEREST means in relation to a Class C Note all interest
accrued on that Class C Note in respect of an Interest Period in
accordance with clause 4.8.
CLASS C NOTE means a Note issued as a Class C Note by the Trustee with
the characteristics of a Class C Note under this Supplementary Terms
Notice.
CLASS C NOTEHOLDER means a Noteholder of a Class C Note.
CLASS C PRINCIPAL DISTRIBUTION AMOUNT means, on any Payment Date, an
amount equal to the lesser of:
(a) the Principal Collections remaining for distribution on that
Payment Date after payment of the Initial Principal
Distributions, the Class A Principal Distribution Amount and
the Class B Principal Distribution Amount; and
(b) the greater of:
(i) the aggregate Invested Amount of the Class A Notes
(after taking into account the payment of the Class A
Principal Distribution Amount on that Payment Date)
plus the aggregate Invested Amount of the Class B
Notes (after taking into account the payment of the
Class B Principal Distribution Amount on that Payment
Date) plus the aggregate Invested Amount of the Class
C Notes at the beginning of the Collection Period
ending immediately before that Payment Date minus the
product of:
(A) 100.00%; and
(B) the aggregate Unpaid Balance of the Purchased
Receivables as of the last day of that Collection
Period; and
(ii) zero.
CLASS C PRINCIPAL PAYMENT means each payment to the Class C Noteholders
under clause 5.5(f) or 5.6(d).
CLASS C STATED AMOUNT means, on a Quarterly Determination Date and in
relation to a Class C Note, an amount equal to:
(a) the Class C Initial Invested Amount for that Note; less
(b) the aggregate of all Class C Principal Payments made before
that Determination Date with respect to that Class C Note;
less
(c) Carryover Class C Charge Offs (if any) made in relation to
that Class C Note; less
(d) Class C Principal Payments (if any) to be made in relation to
that Class C Note on the next Payment Date; less
(e) Class C Charge Offs (if any) to be made in relation to that
Class C Note on the next Payment Date; plus
Page 9
(f) the amount (if any) of the Excess Available Income applied in
reinstating the Stated Amount of that Class C Note under
clause 5.2(a)(v) on that Determination Date.
CLEARING AGENCY means an organisation registered as a CLEARING AGENCY
pursuant to Section 17A of the Exchange Act appointed by the Manager
and the Trustee to hold Notes (directly or through a Common
Depository), and initially means DTC.
CLOSING DATE means, in relation to the Trust, 28 February 2001 or such
later date as may be agreed between the Trustee and the Note Manager.
COLLECTION ACCOUNT means, in relation to the Trust, the Australian
dollar account number [*] BSB [*] with Australia and New Zealand
Banking Group (ABN 11 005 357 522), at its office at [*] or any other
account opened under clause 13 of this Supplementary Terms Notice or
clause 21 of the Master Trust Deed and maintained by the Trustee with
an Approved Bank, under clause 21 of the Master Trust Deed. [▇▇▇▇▇▇
▇▇▇▇▇▇▇ TO PROVIDE ACCOUNT DETAILS]
COLLECTION PERIOD means a Monthly Collection Period or a Quarterly
Collection Period.
COLLECTIONS means, in relation to the Trust for a period, Finance
Charge Collections and Principal Collections for that period.
COMMON DEPOSITORY means Cede & Co, as depository for DTC, or any other
common depository for DTC or any Clearing Agency appointed from time to
time to hold any Book-Entry Note.
CONDITIONS means the Conditions for the US$ Notes in the form set out
in schedule 3 to the Note Trust Deed (but, so long as the US$ Notes are
represented by Book-Entry Notes, with the deletion of any provisions
which are applicable only to the Definitive Notes), as the same may
from time to time be modified in accordance with this Supplementary
Terms Notice and the Note Trust Deed. Any reference in this
Supplementary Terms Notice to a particular numbered Condition shall be
construed accordingly.
CONFIRMATION means, in respect of the Currency Swap, any Confirmation
(as defined in the Currency Swap).
CSFB means Credit Suisse First Boston Corporation.
CURRENCY SWAP means, in relation to the master interest rate and
currency exchange agreement dated on or about the date of this
Supplementary Terms Notice between the Trustee in its capacity as
trustee of the Trust, the Manager, Credit Suisse First Boston
International as principal currency swap provider and the Standby
Currency Swap Provider as standby 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 principal or standby (as the case
may be) swap provider, agrees to pay certain amounts in US$ to the
Trustee in exchange for certain amounts in A$ or any other Hedge
Agreement on similar terms which, if entered into, will not result in
the downgrading of, or withdrawal of the ratings for, any Notes.
Page 10
CUSTODIAN AGREEMENT means the agreement so entitled dated 19 March 1998
between the Trustee, the Manager and the Custodian.
CUSTODIAN FEE means the fee payable under clause 6.1(d) of this
Supplementary Terms Notice and clause 6.1 of the Custodian Agreement.
CUT-OFF DATE means, in respect of each Receivable and Receivable
Security, close of business, 16 February 2001.
DEFINITIVE NOTE means a note in definitive form (whether bearer or
registered) issued or to be issued in respect of any US$ Note under,
and in the circumstances specified in, clause 3.3 of the Note Trust
Deed, and includes any replacement for a Definitive Note issued under
Condition 11.
DESIGNATED RATING AGENCY means S&P, ▇▇▇▇▇'▇ or Fitch.
DETERMINATION DATE means a Monthly Determination Date or a Quarterly
Determination Date.
DTC means the Depository Trust Company.
ELIGIBILITY CRITERIA means the criteria set out in the schedule to this
Supplementary Terms Notice, subject to the Trustee and Manager
receiving confirmation from the Designated Rating Agencies that the
criteria will not adversely affect the Rating.
ENFORCEMENT EXPENSES means the costs and expenses incurred by the
Approved Seller or the Servicer in connection with the enforcement of
any Purchased Receivables or the related Receivable Rights referred to
in clause 6.2(a) of the Servicing Agreement.
EXCESS AVAILABLE INCOME means, for a Quarterly Collection Period, the
amount (if any) by which the Total Available Funds for the Quarterly
Collection Period exceeds the Total Payments for the Quarterly
Collection Period.
EXCESS DISTRIBUTION means, in relation to a Quarterly Collection
Period, the amount (if any) by which the Excess Available Income for
that Quarterly Collection Period exceeds the amounts applied under
clause 5.2 on each Determination Date relating to that Quarterly
Collection Period.
EXCHANGE ACT means the United States Securities Exchange Act of 1934.
FINAL MATURITY DATE means the date specified in clause 4.2(i).
FINANCE CHARGE COLLECTIONS means, for a Monthly Collection Period, the
aggregate of:
(a) the aggregate of all amounts received by or on behalf of the
Trustee during that Monthly Collection Period in respect of
interest, fees and other amounts in the nature of income
payable under or in respect of the Purchased Receivables and
the related Receivable Rights, to the extent not included
within any other paragraph of this definition, including:
(i) any Liquidation Proceeds on account of interest;
(ii) any payments by the Approved Seller to the Trustee on
the repurchase of a Purchased Receivable under the
Master Trust
Page 11
Deed during that Monthly Collection Period which are
attributable to interest;
(iii) any Break Payments received during that Monthly
Collection Period;
(iv) any amount received by the Trustee from the Approved
Seller under clause 5.24 with respect to that Monthly
Collection Period attributable to interest; and
(v) any interest on Collections payable by the Approved
Seller under clause 5.2(b)(ii) of the Servicing
Agreement (as amended by this Supplementary Terms
Notice).
(b) all amounts in respect of interest, fees and other amounts in
the nature of income, received by or on behalf of the Trustee
during that Monthly Collection Period including:
(i) from the Approved Seller, in respect of any breach of
a representation, warranty or undertaking contained
in the Master Trust Deed or this Supplementary Terms
Notice;
(ii) from the Approved Seller under any obligation under
the Master Trust Deed or this Supplementary Terms
Notice to indemnify or reimburse the Trustee for any
amount;
(iii) from the Servicer in respect of any breach of a
representation, warranty or undertaking contained in
the Servicing Agreement;
(iv) from the Servicer under any obligation under the
Servicing Agreement to indemnify or reimburse the
Trustee for any amount;
(v) from the Custodian in respect of any breach of a
representation, warranty or undertaking contained in
the Custodian Agreement;
(vi) from the Custodian under any obligation under the
Custodian Agreement to indemnify or reimburse the
Trustee for any amount;
(vii) from the Indemnifier under the Indemnity in respect
of any losses arising from a breach by the Custodian
of its obligations under the Custodian Agreement;
(viii) from the Trustee in its personal capacity in respect
of any breach of a representation, warranty or
undertaking in respect of which it is not entitled to
be indemnified out of the Assets of the Trust, or any
indemnity from the Trustee in its personal capacity
contained in the Transaction Documents; and
(ix) from the Manager in respect of any breach of a
representation, warranty or undertaking of the
Manager in respect of a breach of which it is not
entitled to be indemnified out of the Assets of the
Trust, or any indemnity from the Manager, contained
in the Transaction Documents,
Page 12
in each case which are determined by the Manager to be in
respect of interest, fees and other amounts in the nature of
income payable under the Purchased Receivables and the related
Receivable Rights; and
(c) Recoveries in the nature of income received by or on behalf of
the Trustee during that Monthly Collection Period;
less:
(d) the Government Charges collected by or on behalf of the
Trustee for that Monthly Collection Period; and
(e) the aggregate of all bank fees and charges due to the Servicer
or the Approved Seller as agreed by them and consented to by
the Trustee (that consent not to be unreasonably withheld)
from time to time and collected by the Approved Seller or the
Servicer during that Monthly Collection Period.
For a Quarterly Collection Period, it means the aggregate of those
amounts relating to the three Monthly Collection Periods that comprise
that Quarterly Collection Period.
FINANCE CHARGE LOSS means, for a Quarterly Collection Period, the
amount of any Liquidation Loss referred to in clause 5.10(a).
FIXED RATE LOAN means, at any time, any Purchased Receivable which
bears a fixed rate of interest at that time.
FLOATING RATE LOAN means, at any time, any Purchased Receivable which
bears a variable rate set, as permitted by the relevant Receivable
Agreement, at the discretion of the Approved Seller.
GOVERNMENT CHARGES means, for any Collection Period, the aggregate of
all amounts collected by the Servicer or the Approved Seller in that
Collection Period in respect of the Purchased Receivables and the
related Receivable Rights representing financial institutions duty,
bank accounts debit tax or similar Taxes.
HEDGE AGREEMENT in relation to the Trust includes any Interest Hedge
and the Currency Swap.
HOUSING LOAN PRINCIPAL means, in relation to a Purchased Receivable,
the principal amount of that Purchased Receivable from time to time.
INCOME DISTRIBUTION DATE means, for the purposes of the Master Trust
Deed, each Payment Date.
INDEMNIFIER means ▇▇.▇▇▇▇▇▇.
INDEMNITY means the deed of indemnity between the Trustee, the
Indemnifier, the Manager and the Custodian dated on or about the date
of this Supplementary Terms Notice.
INFORMATION MEMORANDUM means the Prospectus relating to the Trust and
the US$ Notes and the Information Memorandum dated on or about the date
of this Supplementry Terms Notice relating to the Trust and the A$
Notes.
Page 13
INITIAL INVESTED AMOUNT means, in respect of a Note, the amount stated
as the Initial Invested Amount for that Note in clause 4.2(e).
INITIAL PRINCIPAL DISTRIBUTION means any distribution of Principal
Collections in accordance with clause 5.4(c).
INTEREST means Class A Interest, Class B Interest or Class C Interest.
INTEREST HEDGE means the Basis Swap or an Interest Rate Swap.
INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed,
each Quarterly Payment Date.
INTEREST PERIOD means:
(a) in relation to the first Interest Period of a Note, the period
commencing on (and including) the Closing Date and ending on
(but excluding) the first Quarterly Payment Date; and
(b) in relation to the final Interest Period, the period
commencing on (and including) the Quarterly Payment Date prior
to the day on which all amounts due on such Notes are redeemed
in full in accordance with the Transaction Documents and
ending on (but excluding) such day; provided that if the
Stated Amount 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 shall end on the day on
which:
(i) 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
(ii) the Stated Amount of that Note has been reduced to
zero provided that Interest shall thereafter begin to
accrue from (and including) any date on which the
Stated Amount of that Note becomes greater than zero;
and
(c) in relation to each other Interest Period, each period
commencing on (and including) a Quarterly Payment Date and
ending on (but excluding) the next Quarterly Payment Date.
INTEREST RATE means, in relation to:
(a) a Class A-1 Note and an Interest Period:
(i) up to, and including the Quarterly Payment Date
falling in January 2002, LIBOR in relation to that
Interest Period minus the relevant Margin for the
Class A-1 Notes;
(ii) from but excluding the Quarterly Payment Date falling
in January 2002 up to and including the Quarterly
Payment Date falling in April 2008, LIBOR in relation
to that Interest Period plus the relevant Margin for
the Class A-1 Notes;
(b) a Class A-2 Note and an Interest Period, LIBOR in relation to
that Interest Period plus the relevant Margin for the Class
A-2 Notes;
Page 14
(c) an A$ Note and an Interest Period, the Three Month Bank Bill
Rate on the first day of that Interest Period plus the
relevant Margin for the relevant A$ Note.
INTEREST RATE SWAP means, in relation to the master agreement dated on
or about the date of this Supplementary Terms Notice made between the
Trustee as trustee of the Trust, the Manager, ▇▇.▇▇▇▇▇▇ as principal
floating rate payer and Credit Suisse First Boston International as
standby floating rate payer, 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 Receivable which is a Fixed
Rate Loan.
INVESTED AMOUNT means, on a Determination Date in relation to a Note,
the Initial Invested Amount of that Note minus the aggregate of
Principal Payments made in respect of the Note on or before that
Determination Date.
ISDA means the International Swaps and Derivatives Association, Inc.
(formerly the International Swaps Dealers Association Inc).
ISDA DEFINITIONS means the 2000 Definitions as amended from time to
time published by the International Swaps and Derivatives Association,
Inc.
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.
JOINT LEAD MANAGER means CSFB or ▇▇.▇▇▇▇▇▇ Bank Limited.
LIBOR means, in relation to any Interest Period, the rate of interest
determined by the Calculation Agent as follows.
(a) On the second Business 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, two-month) deposits in US Dollars which
appears on the Telerate Page 3750 as of 11.00am, 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 Currency Swap Provider) at approximately 11.00am, 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, 2 months) 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
Page 15
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 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 Currency Swap Provider, at approximately
11.00am, 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, 2 months)
commencing on the first day of the Interest Period and in a
Representative Amount.
(c) If no such rates are available in New York City, then the rate
for such Interest Period shall be the most recently determined
rate in accordance with this paragraph.
In this definition of LIBOR, BUSINESS DAY means any day on which
commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in London and New York City.
LIQUIDATION LOSS means, for a Collection Period, the amount (if any) by
which the Unpaid Balance of a Purchased Receivable (together with the
Enforcement Expenses relating to the Purchased Receivable and the
related Receivable Rights) exceeds the Liquidation Proceeds in relation
to the Purchased Receivable for that Collection Period.
LIQUIDATION PROCEEDS means, in relation to a Purchased Receivable and
the related Receivable Rights which have been or are being enforced,
all amounts recovered in respect of the enforcement of the Purchased
Receivable and the related Receivable Rights (but does not include the
proceeds of any Mortgage Insurance Policy).
LOAN OFFSET DEPOSIT ACCOUNT means any deposit account maintained by an
Obligor under a Purchased Receivable with the Approved Seller where an
amount equal to the interest which would otherwise accrue on that
account is offset against moneys owed by that Obligor under that
Purchased Receivable, in accordance with the relevant Receivable
Agreement.
LOAN OFFSET INTEREST AMOUNT means, in relation to any Obligor under a
Purchased Receivable, the amount of any interest which would be payable
by the Approved Seller to that Obligor on amounts standing to the
credit of the Obligor's Loan Offset Deposit Account, if interest was
payable on that account.
LVR means in relation to a Loan, the outstanding amount of that Loan,
plus any other amount secured by any Mortgage for that Loan or related
Loans, at the date of determination divided by the aggregate value
(determined at the time the Mortgage was granted) of the Mortgaged
Property subject to the related Mortgage for that Loan, expressed as a
percentage.
MARGIN means, in relation to any Note, the Margin for that Note agreed
between the Manager and the Joint Lead Managers (in the case of A$
Notes) and the Note Manager (in the case of the US$ Notes), and
notified by the
Page 16
Manager to the Trustee under clause 4.2(d) in relation to that Note, as
it may be modified under clause 4.9.
MODIFIED FOLLOWING BUSINESS DAY CONVENTION has the meaning given to it
in the ISDA Definitions.
MONTHLY COLLECTION PERIOD means, in relation to a Monthly Payment Date,
the calendar month which precedes the calendar month in which the
Monthly Payment Date occurs. The first Monthly Collection Period is the
period from (but excluding) the Cut-Off Date to (and including) 31
March 2001. The last Monthly Collection Period is the period from (but
excluding) the last day of the calendar month that precedes the date on
which the Trust is terminated under clause 3.5 of the Master Trust Deed
to (and including) that date.
MONTHLY DETERMINATION DATE means, in relation to the Trust for a
Monthly Collection Period, the date which is 2 Business Days prior to
the Monthly Payment Date following the end of that Monthly Collection
Period.
MONTHLY PAYMENT DATE means, in relation to a Monthly Collection Period,
the 20th day of the calendar month that follows that Monthly Collection
Period, subject to adjustment in accordance with the Modified Following
Business Day Convention.
MORTGAGE INSURER means ▇▇.▇▇▇▇▇▇ Insurance Pte Ltd, PMI Mortgage
Insurance Limited, GE Mortgage Insurance Pty Ltd or the Commonwealth of
Australia.
MORTGAGE SHORTFALL means, in relation to a Purchased Receivable, the
amount (if a positive number) equal to the Principal Loss for that
Purchased Receivable minus the aggregate of:
(a) the total amount recovered and recoverable in respect of that
Purchased Receivable under the relevant Mortgage Insurance
Policy, determined to be attributable to principal; and
(b) the total amount recovered and recoverable by the Trustee from
the Approved Seller or the Servicer (as the case may be) in
respect of that Purchased Receivable (by way of damages or
otherwise) under or in respect of the Master Trust Deed, this
Supplementary Terms Notice or the Servicing Agreement (as the
case may be), determined by the Manager to be attributable to
principal.
For the purposes of this definition,
(c) an amount shall be regarded as not recoverable upon the
earlier of:
(i) a determination being made, in the case of paragraph
(a), by the Manager, and in the case of paragraph
(b), by the Trustee, in each case upon the advice of
such suitably qualified expert advisers as the
Manager or the Trustee (as the case may be) thinks
fit, that there is no such amount, or that such
amount is not likely to be recovered (including
because the relevant Mortgage Insurance Policy has
been terminated, the relevant Mortgage Insurer is
entitled to reduce the amount of the claim or the
Mortgage Insurer defaults in payment of a claim); and
Page 17
(ii) the date which is two years after the Determination
Date upon which the relevant Principal Loss was
determined under clause 5.10; and
(d) a Mortgage Shortfall arises on the date upon which there are
no further amounts referred to in (a) and (b) recoverable in
respect of the relevant Purchased Receivable.
NOTE means a Class A Note, a Class B Note or Class C Note referred to
in clause 4, and includes:
(a) the Conditions relating to a US$ Note; and
(b) any interest in a Book-Entry Note as an account holder with a
Clearing Agency.
NOTEHOLDER means, at any time, the person who:
(a) in relation to an A$ 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 (in the case of registered Definitive Notes) or
bearer of that Note (in the case of bearer Definitive Notes)
at that time; or
(c) in relation to a Note which is represented by a Book-Entry
Note, is the registered holder of that Note at that time,
except that for the purposes of payments in respect of Book-Entry
Notes, the right to those payments shall be vested, as against the
Trustee and the Note Trustee in respect of the Trust, by payment to the
Clearing Agency in accordance with and subject to their respective
Conditions and the provisions of this Supplementary Terms Notice and
the Note Trust Deed. The words holder and holders shall (where
appropriate) be construed accordingly.
NOTE MANAGER means the CSFB.
NOTE REGISTER means the register kept by the Note Registrar to provide
for the registration and transfer of US$ Notes under the Note Trust
Deed.
NOTE REGISTRAR means Bankers Trust Company Corporate Trust & Agency
Services, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ or any
successor note registrar approved in writing by the Note Trustee and
appointed under the Agency Agreement.
NOTE TRUST DEED means the deed so entitled dated on or about the date
of this Supplementary Terms Notice between the Note Trustee, the
Trustee and the Manager.
NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
on or about the date of this Supplementary Terms Notice issued under
the Master Trust Deed in relation to the Trust.
PAYMENT DATE means a Monthly Payment Date or a Quarterly Payment Date.
PAYMENT SHORTFALL means, in relation to any Collection Period, the
amount (if any) by which Total Payments for that Collection Period
exceed the Available Income for that Collection Period.
Page 18
PREMISES means the area labelled "Crusade Global Trust No. 1 of 2001"
located in a secure area on Lower Ground Floor, ▇▇.▇▇▇▇▇▇ House, ▇-▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (or such other
premises as the Custodian proposes, and the Trustee agrees to in
writing).
PRINCIPAL AMORTISATION DATE means, in relation to a Note for the
purposes of the Master Trust Deed, each Quarterly Payment Date.
PRINCIPAL CHARGE OFF means, in relation to any Quarterly Collection
Period, the aggregate of all Mortgage Shortfalls for that Quarterly
Collection Period.
PRINCIPAL COLLECTIONS means, for a Collection Period, the aggregate of:
(a) all amounts received by or on behalf of the Trustee from or on
behalf of Obligors under the Purchased Receivables during that
Collection Period in respect of principal, in accordance with
the terms of the Purchased Receivables, including principal
prepayments;
(b) all other amounts received by or on behalf of the Trustee
under or in respect of principal under the Purchased
Receivables and the related Receivable Rights during that
Collection Period including:
(i) any Liquidation Proceeds on account of principal;
(ii) any payments by the Approved Seller to the Trustee on
the repurchase of a Purchased Receivable under the
Master Trust Deed during that Monthly Collection
Period which are attributable to principal; and
(iii) any amount received by the Trustee from the Approved
Seller under clause 5.24 with respect to that Monthly
Collection Period attributable to principal,
(c) all amounts received by or on behalf of the Trustee during
that Collection Period from any provider of a Support Facility
(other than the Currency Swap but including any Mortgage
Insurance Policy) under that Support Facility and which the
Manager determines should be accounted for in respect of a
Principal Loss;
(d) all amounts received by or on behalf of the Trustee during
that Collection Period:
(i) from the Approved Seller, in respect of any breach of
a representation, warranty or undertaking of the
Approved Seller contained in the Master Trust Deed or
this Supplementary Terms Notice;
(ii) from the Approved Seller under any obligation of the
Approved Seller under the Master Trust Deed or this
Supplementary Terms Notice to indemnify or reimburse
the Trustee for any amount;
(iii) from the Servicer, in respect of any breach of any
representation, warranty or undertaking of the
Servicer contained in the Servicing Agreement;
Page 19
(iv) from the Servicer under any obligation of the
Servicer under the Servicing Agreement to indemnify
or reimburse the Trustee for any amount;
(v) from the Custodian in respect of any breach of a
representation, warranty or undertaking of the
Custodian contained in the Custodian Agreement;
(vi) from the Custodian under any obligation of the
Custodian under the Custodian Agreement to indemnify
or reimburse the Trustee for any amount;
(vii) from the Indemnifier under the Indemnity in respect
of any losses arising from a breach by the Custodian
of its obligations contained in the Custodian
Agreement;
(ix) from the Trustee in its personal capacity in respect
of any breach of a representation, warranty or
undertaking of the Trustee in respect of which it is
not entitled to be indemnified out of the Assets of
the Trust; from the Trustee in its personal capacity
under any obligation of the Trustee under the
Transaction Documents to indemnify or reimburse the
Trust for any amount;
(x) from the Manager in respect of any breach of a
representation, warranty or undertaking of the
Manager contained in the Transaction Documents of
which it is not entitled to be indemnified out of the
Assets of the Trust; and
(xi) from the Manager under any obligation of the Manager
under the Transaction Documents to indemnify or
reimburse the Trust for any amount,
in each case, which are determined by the Manager to be in
respect of principal payable under the Purchased Receivables
and the related Receivable Rights;
(e) any amounts in the nature of principal received by or on
behalf of the Trustee during that Collection Period pursuant
to the sale of any Asset (including the A$ Equivalent of any
amount received by the Trustee on the issue of the Notes which
was not used to purchase a Purchased Receivable or Purchased
Receivable Security, and which the Manager determines is
surplus to the requirements of the Trust);
(f) any amount of Excess Available Income to be applied to pay a
Principal Charge Off or a Carryover Charge Off; and
(g) any Excess Available Income to be applied under clause 5.2 to
Principal Draws made on a previous Payment Date,
less any amounts paid by the Trustee to replace a Receivable of the
Trust in accordance with clause 8.
PRINCIPAL DRAW means, for a Monthly Collection Period, the amount
calculated under clause 5.9 in relation to that Monthly Collection
Period.
Page 20
PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of
the Master Trust Deed, at any time prior to the Final Maturity Date,
the Invested Amount of such Note at such time and, on the Final
Maturity Date or the date on which the Note is fully redeemed under the
Transaction Documents, the Stated Amount of such Note at such date.
PRINCIPAL LOSS means, for a Quarterly Collection Period, the amount of
any Liquidation Loss for that Quarterly Collection Period referred to
in clause 5.10(b).
PRINCIPAL PAYING AGENT means Bankers Trust Company or any successor as
Principal Paying Agent under the Agency Agreement.
PRINCIPAL PAYMENT means a Class A Principal Payment, a Class B
Principal Payment or a Class C Principal Payment.
PROPERTY RESTORATION EXPENSES means costs and expenses incurred by or
on behalf of the Trustee, or by the Servicer under the Servicing
Agreement, in repairing, maintaining or restoring to an appropriate
state of repair and condition any Mortgaged Property, in exercise of a
power conferred on the mortgagee under the relevant Purchased
Receivable and Relevant Documents.
PURCHASED RECEIVABLE means each Loan specified in a Sale Notice and
purchased by the Trustee, unless the Trustee has ceased to have an
interest in that Loan.
PURCHASED RECEIVABLE SECURITY means each Mortgage specified in a Sale
Notice and acquired by the Trustee, unless the Trustee has ceased to
have an interest in that Mortgage.
QUARTERLY COLLECTION PERIOD means in relation to a Quarterly Payment
Date, the 3 Monthly Collection Periods that precede the calendar month
in which the Quarterly Payment Date falls. The First Quarterly
Collection Period is the period from (and excluding) the Cut-Off Date,
to (and including) 31 March 2001. The last Quarterly Collection Period
ends on (and includes) the date on which the Trust is terminated under
clause 3.5 of the Master Trust Deed.
QUARTERLY DETERMINATION DATE means, in relation to the Trust for a
Quarterly Collection Period, the date which is 2 Business Days prior to
the Quarterly Payment Date following the end of that Quarterly
Collection Period.
QUARTERLY PAYMENT DATE has the meaning given in clause 4.2(h).
RATING means the rating specified in clause 4.2(f).
RECEIVABLE means, in relation to the Trust, the rights of the Approved
Seller or the Trustee (as the case may require) under or in respect of
Loans constituted upon acceptance of the Approved Seller's standard
loan offer for any of its mortgage loan products (or any variation of
those products after a Sale Notice is or was given) as varied by the
Approved Seller's standard letter of variation if any (unless that
variation would make that Receivable cease to comply with the
Eligibility Criteria).
Page 21
RECORD DATE means:
(a) with respect to a Payment Date for any A$ Note, 4.00pm (Sydney
time) on the second Business Day before that Payment Date;
(b) with respect to the Payment Date for any Book-Entry Note,
close of business on the second Business Day before that
Payment Date; and
(c) with respect to the Payment Date for any Definitive Note, the
last day of the calendar month before that Payment Date.
RECOVERY means any amount received by the Servicer under or in respect
of a Purchased Receivable and the related Receivable Rights at any time
after a Finance Charge Loss or Principal Loss has arisen in respect of
that Purchased Receivable, provided that amount is not otherwise
payable to a Mortgage Insurer under a Mortgage Insurance Policy.
REDRAW means, in relation to any Collection Period, an amount provided
to an Obligor by the Approved Seller under a Purchased Receivable in
that Collection Period in respect of any principal prepayments
previously made to the Obligor's loan account in accordance with the
terms of the Obligor's Purchased Receivable.
REDRAW CHARGE OFF means the amount of any reduction in the Redraw
Principal Outstanding under the Redraw Facility Agreement under clause
5.13.
REDRAW FACILITY AGREEMENT means, in relation to the Trust, the
agreement so entitled dated on or about the date of this Supplementary
Terms Notice between the Trustee, the Manager and the Redraw Facility
Provider.
REDRAW FACILITY PROVIDER means, in relation to the Trust, ▇▇.▇▇▇▇▇▇.
REDRAW PRINCIPAL OUTSTANDING has the meaning given in the Redraw
Facility Agreement.
REDRAW RETENTION AMOUNT has the meaning given in clause 5.8(c).
REDRAW SHORTFALL means the total amount (if any) of Redraws made by the
Approved Seller for which it has not been reimbursed which remain
outstanding after:
(a) applying Principal Collections towards reimbursement of those
Redraws under clause 5.4; and
(b) without duplication, drawing on the Redraw Retention Amount
(if any).
REMITTANCE DATE means the day which is two (2) Business Days before a
Payment Date.
SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed)
which may be given by the Approved Seller to the Trustee as trustee of
the Trust after the date of execution of this Supplementary Terms
Notice and which is subsequently accepted by the Trustee.
SECOND STEP-UP MARGIN has the meaning given in clause 4.9(b).
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SECURITY TRUST DEED means the agreement so entitled dated on or before
the date of this Supplementary Terms Notice between the Trustee, the
Manager, the Note Trustee and the Security Trustee.
SECURITY TRUSTEE'S FEE means the fee payable under clause 11.2 of the
Security Trust Deed.
SELLER LOAN AGREEMENT means the agreement so entitled dated on or about
the date of this Supplementary Terms Notice between the Approved
Seller, the Trustee and the Manager.
SERVICING AGREEMENT means the agreement so entitled dated 19 March 1998
between the Trustee, the Manager and the Servicer.
SERVICING FEE means the fee payable under clause 6.1(c) of this
Supplementary Terms Notice and clause 6.1 of the Servicing Agreement.
SPREAD has the meaning given in the Currency Swap in respect of
payments by the Trustee under the Currency Swap.
STEPDOWN DATE means the Payment Date falling in April 2004.
STANDBY CURRENCY SWAP PROVIDER means, initially, DLJ International
Capital and thereafter any other person who is or becomes a party to a
Currency Swap as Standby Currency Swap Provider in accordance with the
provisions of the Currency Swap.
STATED AMOUNT means in relation to the Class A Notes, the Class A
Stated Amount, in relation to the Class B Notes, the Class B Stated
Amount and in relation to the Class C Notes, the Class C Stated Amount.
STEP-UP MARGIN has the meaning given in clause 4.9(a).
SUBSCRIPTION AGREEMENT means the Underwriting Agreement dated on or
about the date of this Supplementary Terms Notice between the Trustee,
the Manager, St. ▇▇▇▇▇▇ Bank Limited and CSFB, in relation to
subscription for the Notes.
SUPPORT FACILITY means each Support Facility (as defined in the Master
Trust Deed) which relates to the Trust and includes the Indemnity.
SUPPORT FACILITY COLLATERAL ACCOUNT means, in relation to a Support
Facility, each Collateral Account as defined in that Support Facility.
SWAP PROVIDER means, in relation to a Hedge Agreement, the counterparty
which enters into that arrangement with the Trustee.
THREE MONTH BANK BILL RATE on any date means the rate calculated by
taking the simple average of the rates quoted on the Reuters Screen
BBSW Page at approximately 10.00am, Sydney time, on each of that date
and the preceding two Business Days (each a CALCULATION DAY) for each
BBSW Reference Bank so quoting (but not fewer than five) as being the
mean buying and selling rate for a bill (which for the purpose of this
definition means a bill of exchange of the type specified for the
purpose of quoting on the Reuters Screen BBSW Page) having a tenor of
90 days [(or, where the relevant date is the first day of the first
Interest Period, [60 days])] eliminating the highest and lowest mean
rates and taking the average of the remaining
Page 23
mean rates and then (if necessary) rounding the resultant figure
upwards to four decimal places. If on any Calculation Day fewer than
five BBSW Reference Banks have quoted rates on the Reuters Screen BBSW
Page, the rate for that date shall be calculated as above by taking the
rates otherwise quoted by five of the BBSW Reference Banks on
application by the parties for such a bill of the same tenor. If in
respect of any Calculation Day the rate for that date cannot be
determined in accordance with the foregoing procedures then the rate
for that Calculation Day shall mean such rate as is agreed between the
Manager and ▇▇.▇▇▇▇▇▇ having regard to comparable indices then
available.
THRESHOLD RATE means, at any time, 0.25% per annum plus the minimum
rate of interest that must be set on all Purchased Receivables where
permitted under the relevant Receivable Agreement which will be
sufficient (assuming that all relevant parties comply with their
obligations at all times under the Transaction Documents, the Purchased
Receivables and the related Receivable Rights), when aggregated with
the income produced by the rate of interest on all other Purchased
Receivables and other Authorised Investments, to ensure that the
Trustee will have available to it sufficient Collections to enable it
to comply with its obligations under the Transaction Documents relating
to the Trust as they fall due (including the repayment of any Principal
Draws by the Final Maturity Date of all Notes).
TITLE PERFECTION EVENT means, in relation to the Trust, the events set
out in clause 10.
TOTAL AVAILABLE FUNDS means, for a Collection Period, the aggregate of:
(a) the Available Income for that Collection Period; and
(b) any Principal Draw which the Trustee is required to allocate
under clause 5.9 on or before the Payment Date for that
Collection Period.
TOTAL INVESTED AMOUNT means, at any time, the sum of:
(a) all Invested Amounts of all US$ Notes; and
(b) the US$ Equivalent of all Invested Amounts of all A$ Notes, at
that time.
TOTAL PAYMENTS means, in relation to a Collection Period, all amounts
paid by the Trustee under clause 5.1 on the Payment Date in relation to
that Collection Period.
TOTAL STATED AMOUNT means, at any time, the sum of the aggregate of the
Stated Amounts of all US$ Notes and the aggregate of the US$ Equivalent
of the Stated Amounts of all Class A-3 Notes, all Class B Notes and all
Class C Notes at that time.
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 Trust, the
Notes or the Seller Loan Agreement.
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TRIGGER EVENT will subsist on any Payment Date if:
(a) both:
(i) the average of the Arrears Percentages for the 12
Monthly Collection Periods immediately preceding that
Payment Date (or, where that payment Date occurs
within 12 months of the Closing Date, for the period
commencing on the Closing Date and ending on the last
day of the Collection Period immediately preceding
that Payment Date) (the RELEVANT PERIOD) exceeds 4%;
and
(ii) the aggregate Mortgage Shortfalls for the Relevant
Period exceeds 10% of the aggregate Initial Invested
Amount of the Class B Notes and the Class C Notes; or
(b) on that Payment Date, the Total Stated Amount of all Notes is
equal to or less than 10% of the aggregate of the Initial
Invested Amount of all Notes and the Trustee does not exercise
the call option under clause 7.1.
TRUST means the Crusade Global Trust No. 1 of 2001 constituted under
the Master Trust Deed and the Notice of Creation of Trust.
TRUST EXPENSES means, in relation to a Collection Period (and in the
following order of priority):
(a) first, Taxes payable in relation to the Trust for that
Collection Period;
(b) second, any other Expenses relating to the Trust for that
Collection Period which are not covered by (c) to (i)
(inclusive) below;
(c) third, pari passu the Trustee's Fee for that Collection
Period, the Security Trustee's Fee for that Collection Period
and any fee payable to the Note Trustee under the Note Trust
Deed for that Collection Period;
(d) fourth, the Servicing Fee for that Collection Period;
(e) fifth, the Manager's Fee for that Collection Period;
(f) sixth, the Custodian Fee for that Collection Period;
(g) seventh, pari passu any fee or expenses payable to the
Principal Paying Agent, any other Paying Agent or the
Calculation Agent under the Agency Agreement;
(h) eighth, any costs, charges or expenses (other than fees)
incurred by, and any liabilities owing under any indemnity
granted to, any Note Manager, the Manager, the Security
Trustee, the Servicer, the Note Trustee, a Paying Agent or the
Calculation Agent in relation to the Trust under the
Transaction Documents, for that Collection Period; and
(i) ninth, any amounts payable to the Currency Swap Provider under
clause 5.21,
all of the amounts in paragraphs (a) to (i) (inclusive) being EXPENSES
for the purposes of the Master Trust Deed.
Page 25
US$ ACCOUNT means, in relation to the Trust, the US$ account opened
with the Principal Paying Agent or any other account opened and
maintained outside Australia, with the Principal Paying Agent so long
as the Principal Paying Agent is an Approved Bank.
US$ EQUIVALENT means:
(a) in relation to an amount denominated or to be denominated in
Australian dollars, that amount converted to (and denominated
in) US$ at the US$ Exchange Rate; or
(b) in relation to an amount denominated in US$ the amount of US$.
US$ 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 Australian dollars for United States dollars.
US$ NOTE means a Class A-1 Note or a Class A-2 Note.
US$ NOTEHOLDER means a Noteholder of a US$ Note.
2.2 INTERPRETATION
Clause 1.2 of the Master Trust Deed is incorporated into this
Supplementary Terms Notice as if set out in full, except that any
reference to DEED is replaced by a reference to SUPPLEMENTARY TERMS
NOTICE and any reference to UNITED STATES DOLLARS, USD and US$ is to
currency of the United States of America.
2.3 LIMITATION OF LIABILITY
(A) GENERAL
Clause 30 of the Master Trust Deed applies to the obligations
and liabilities of the Trustee and the Manager under this
Supplementary Terms Notice.
(B) LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY
(i) The Trustee enters into this Supplementary Terms
Notice only in its capacity as trustee of the Trust
and in no other capacity (except where the
Transaction Documents provide otherwise). Subject to
paragraph (iii) below, a liability arising under or
in connection with this Supplementary Terms Notice or
the Trust is limited to and can be enforced against
the Trustee only to the extent to which it can be
satisfied out of 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
Supplementary Terms Notice 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
Supplementary Terms Notice or the Trust.
Page 26
(ii) Subject to paragraph (iii) 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 the Security Trust Deed), 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.
(iii) The provisions of this clause 2.3 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.
(iv) It is acknowledged that the Relevant Parties are
responsible under this Deed or the other Transaction
Documents for performing a variety of obligations
relating to the Trust. No act or omission of the
Trustee (including any related failure to satisfy its
obligations under this Deed) will be considered
fraud, negligence or Default of the Trustee for the
purpose of paragraph (iii) 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 the Transaction Documents to fulfil
its obligations relating to the Trust or by any other
act or omission of a Relevant Party or any such
person.
(v) 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 Supplementary
Terms Notice or any other Transaction Documents 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 paragraph (iii) above.
(vi) In this clause, RELEVANT PARTIES means each of the
Manager, the Servicer, the Custodian, the Calculation
Agent, each Paying Agent, the Note Trustee and the
provider of any Support Facility.
(vii) Nothing in this clause limits the obligations
expressly imposed on the Trustee under the
Transaction Documents.
2.4 KNOWLEDGE OF TRUSTEE
In relation to the Trust, the Trustee will be considered to have
knowledge or notice of or be aware of any matter or thing if the
Trustee has knowledge,
Page 27
notice or awareness of that matter or thing by virtue of the actual
notice or awareness of the officers or employees of the Trustee who
have day to day responsibility for the administration of the Trust.
3. DIRECTION AND TRUST BACK
(a) A Trust Back, entitled CRUSADE GLOBAL TRUST BACK NO. 1 OF
2001, is created in relation to Other Secured Liabilities
secured by the Purchased Receivable Securities.
(b) The parties agree that the Trust will be a TRUST for the
purposes of the Transaction Documents.
4. NOTES
4.1 CONDITIONS OF NOTES
(a) The conditions of the A$ Notes will be as set out in the
Master Trust Deed, as supplemented and amended by the
provisions set out in this Supplementary Terms Notice.
(b) The conditions of the US$ Notes will be as set out in the
Master Trust Deed, the Conditions, the Note Trust Deed and
this Supplementary Terms Notice.
4.2 SUMMARY OF CONDITIONS OF NOTES
Under clause 6.3 of the Master Trust Deed, the Manager provides the
following information in respect of the Notes.
(a) Class of Note: There will be the following Classes of
Notes. Under the Transaction
Documentseach shall be treated as a
separate Class of Notes:
(i) Class A-1 Notes
(ii) Class A-2 Notes
(iii) Class A-3 Notes
(iv) Class B Notes
(v) Class C Notes
(b) Total Initial (i) Notes: Class A-1 Notes -
Invested Amount of each US$180,000,000
Class (ii) Class A-2 Notes -
US$718,000,000
(iii) Class A-3 Notes - A$200,000,000
(iv) Class B Notes - A$35,200,000
(v) Class C Notes - A$4,700,000
(c) ▇▇▇▇▇▇ and order in which As set out in clause 5
principal and interest is to be paid on Notes:
Page 28
(d) ▇▇▇▇▇▇: (i) in the case of the Class A
Notes, up to, and including, the
Quarterly Payment Date falling in
January 2002, the following
percentages per annum in respect of
each Class:
Class A-1 Notes: 0.[*]% per annum
Class A-2 Notes: 0.[*]% per annum
Class A-3 Notes: 0.[*]% per annum;
(ii) in the case of the Class A-1 Notes
, if the Trustee has not
repurchased or redeemed the
relevant Notes on or before the
Quarterly Payment Date falling in
January 2002, then for each
Interest Period following the
Quarterly Payment Date in January
2002 up to and including the
Quarterly Payment Date falling in
April 2008, the relevant Step-Up
Margin; and
(iii) in the case of the Class A-1 Notes,
if the Trustee has not repurchased
or redeemed all of the Class
A-Notes on or before Quarterly
Payment Date falling in April 2008,
then for each Interest Period after
the Quarterly Payment Date falling
in April 2008, the relevant Margin
will be [*]% per annum;
(iv) in the case of the Class A-2 Notes
and the Class A-3 Notes, if the
Trustee has not repurchased or
redeemed the relevant Notes on or
before the Quarterly Payment Date
falling in January 2002, then for
each Interest Period following the
Quarterly Payment Date in January
2002 the relevant Step-Up Margin;
and
(v) in the case of the: Class B Notes:
0.[*]% per annum Class C Notes:
0.[*]% per annum.
(e) Initial Invested Amount: Class A-1 Notes: US$[*] per Note.
Class A-2 Notes: US$[*] per Note.
Class A-3 Notes: A$[*] per Note.
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Class B Notes: A$[*] per Note.
Class C Notes: A$[*] per Note.
(f) Rating: (i) Class A Notes - AAA long term credit rating
from S&P, Aaa long term credit rating from
▇▇▇▇▇'▇ and AAA long term credit rating from
Fitch.
(ii) Class B Notes - AA- long term credit rating
from S&P and AA long term credit rating from
Fitch.
(iii) Class C Notes - A long term credit rating
from S&P and A+ long term credit rating from
Fitch.
(g) Issue Price: (i) Class A-1 Notes - issued at 100 per cent.
(ii) Class A-2 Notes - issued at 100 per cent.
(iii) Class A-3 Notes - issued at 100 per cent.
(iv) Class B Notes - issued at 100 per cent.
(v) Class C Notes - issued at 100 per cent.
(h) Quarterly
Payment Dates: (i) US$ Notes - the 20th day of April, July,
October and January in each year (New York
time)
(ii) A$ Notes - the 20th day of April, July,
October and January (Sydney time)
(iii) If, in either case, that day is not a
Business Day, the Quarterly Payment Date
shall be adjusted in accordance with the
Modified Following Business Day Convention.
The first Quarterly Payment Date for the US$
Notes will be 20th April 2001 (New York time)
and the first Quarterly Payment Date for the
A$ Notes will be 20th April 2001 (Sydney
time). In each case, the final Quarterly
Payment Date is the earlier of the applicable
Final Maturity Date and the Payment Date on
which the Notes are redeemed in full or, in
the case of the US$ Notes,
Page 30
repurchased under the Conditions.
(i) Final Maturity
Date: (i) Class A-1 Notes - the Quarterly Payment Date
falling in January 2032 (New York time).
(ii) Class A-2 Notes - the Quarterly Payment Date
falling in January 2032 (New York time).
(iii) Class A-3 Notes - the Quarterly Payment Date
falling in January 2032 (Sydney time).
(iv) Class B Notes - the Quarterly Payment Date
falling in January 2032 (Sydney time).
(v) Class C Notes - the Quarterly Payment Date
falling in January 2032 (Sydney time).
(vi) In each case, the date specified shall be
subject to adjustment in accordance with the
Modified Following Business Day Convention.
4.3 ISSUE OF NOTES
(a) US$ Notes must be issued in amounts, or on terms,
such that their offer for subscription and their
issue will comply with:
(i) the Financial Services Act 1986 (UK) and all
regulations made under or in relation to that
Act and the Public Offers of Securities
Regulations 1995; and [MBP TO ADVISE]
(ii) the United States Securities Act of 1933, the
Exchange Act, all regulations made under or
in relation to them, and all other laws or
regulations of any jurisdiction of the United
States of America regulating the offer or
issue of, or subscription for, Notes.
(b) A$ Notes must be issued in minimum parcels or
subscriptions which have an aggregate Initial
Investment Amount of $500,000, (disregarding any
amount payable to the extent to which it is to be
paid out of money lent by the person offering the
Notes or an associate (as defined in Division 2 of
Part 1.2 of the Corporations Law)) or must otherwise
constitute an issue that does not require disclosure
under Part 6D.2 of the Corporations Law.
(c) No A$ Note has been or will be registered under the
United States Securities Act of 1933 as amended (the
SECURITIES ACT) and the A$ 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
Page 31
in this paragraph have the meanings given to them by
Regulation S under the Securities Act.
4.4 TRUSTEE'S COVENANT TO NOTEHOLDERS AND THE NOTE TRUSTEE
Subject to the terms of the Master Trust Deed and this Supplementary
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):
(i) make all payments on or in respect of the Notes held
by that Noteholder on the due date for payment;
(ii) comply with the terms of this Supplementary Terms
Notice and the Transaction Documents to which it is a
party; and
(iii) pay the Stated Amount in relation to the Notes held
by that Noteholder on the Final Maturity Date and
accrued and unpaid interest thereon.
4.5 REPAYMENT OF NOTES ON PAYMENT DATES
(a) On each Quarterly Payment Date for a Note, the Invested Amount
of that Note shall be reduced by, and the obligations of the
Trustee with respect to that Note shall be discharged to the
extent of, the amount of the Principal Payment made on that
Quarterly Payment Date in respect of that Note.
(b) All payments of principal on US$ Notes will be made in United
States dollars.
(c) All payments of principal on A$ Notes will be made in
Australian Dollars.
4.6 FINAL REDEMPTION
Each Note shall be finally redeemed, and the obligations of the Trustee
with respect to the payment of the Invested Amount of that Note shall
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 relevant Noteholder renounces in
writing all of its rights to any amounts payable under or in
respect of that Note;
(c) 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;
(d) the Payment Date immediately following the date on which the
Trustee completes a sale and realisation of all Assets of the
Trust in
Page 32
accordance with the Master Trust Deed and this Supplementary
Terms Notice; and
(e) the Final Maturity Date.
4.7 PERIOD DURING WHICH INTEREST ACCRUES
Each Note bears interest calculated and payable in arrears in
accordance with this Supplementary Terms Notice from the Closing Date
to the date upon which that Note is finally redeemed under clause 4.6.
4.8 CALCULATION OF INTEREST
(a) Subject to paragraph (b) and (d), interest payable on each
Note in respect of each Interest Period is calculated:
(i) on a daily basis at the applicable Interest Rate;
(ii) on the Invested Amount of that Note as at the first
day of that Interest Period; and
(iii) on the basis of the actual number of days in that
Interest Period and a year of 365 days (in the case
of A$ Notes) or 360 days (in the case of US$ Notes),
and shall accrue due from day to day.
(b) No interest will accrue on any Note for the period from and
including:
(i) the date on which the Stated Amount of that Note is
reduced to zero (provided that interest shall
thereafter begin to accrue from (and including) any
date on which the Stated Amount of that Note becomes
greater than zero); or
(ii) if the Stated Amount of the Note on the due date for
redemption in full of the Note is not zero, the due
date for redemption of the Note, unless after the due
date for redemption, payment of principal due is
improperly withheld or refused, following which
interest shall continue to accrue 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; and
(B) the Stated Amount of that Note has been
reduced to zero, provided that interest shall
thereafter begin to accrue from (and
including) any date on which the Stated
Amount of that Note becomes greater than
zero.
(c) All payments of interest on US$ Notes will be made in United
States dollars.
Page 33
(d) All payments of interest on A$ Notes will be made in
Australian dollars.
(e) 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
Business Day) that unpaid Interest shall 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:
(i) in the case of the US$ Notes, notice of that
availability has been duly given in accordance with
Condition 12; or
(ii) in the case of the A$ Notes, there is full
satisfaction of those amounts, to be determined in
accordance with clause 32.4 of the Master Trust Deed
(as amended in accordance with this Supplementary
Terms Notice).
4.9 STEP-UP MARGIN
(a) If the Trustee has not repurchased or redeemed all of a Class
of the Class A Notes on or before, the Quarterly Payment Date
falling in:
(i) the case of the Class A-1 Notes, January 2002;
(ii) the case of the Class A-2 Notes, January 2002;
(iii) the case of the Class A-3 Notes, January 2002,
the Margin for that Class on and from that date will
be the following percentages per annum (each a
STEP-UP MARGIN):
(i) in the case of the Class A-1 Notes, [*]%;
(ii) in the case of the Class A-2 Notes, [*]%; and
(iii) in the case of the Class A-3 Notes, [*]%.
4.10 AGGREGATE RECEIPTS
Notwithstanding anything in clauses 5.5, 5.6 and 5.8, no Noteholder
will be entitled to receive aggregate principal under any of those
clauses on any Note at any time in excess of the Invested Amount for
that Note at that time.
The Trustee, the Manager, the Note Trustee, the Security Trustee and
the Paying Agents 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.
5. CASHFLOW ALLOCATION METHODOLOGY
5.1 TOTAL AVAILABLE FUNDS
(a) (MONTHLY) Subject to paragraph (b), on each Monthly Payment
Date (other than a Quarterly Payment Date) and based on the
calculations,
Page 34
instructions and directions provided to it by the Manager, the
Trustee must pay out of Total Available Funds, in relation to
the Monthly Collection Period ending immediately before that
Monthly Payment Date, the following amounts in the following
order of priority:
(i) first, an amount equal to any Accrued Interest
Adjustment required to be paid to the Approved Seller
(and each of the Trustee, the Noteholders and the
other Creditors that have the benefit of the Security
Trust Deed acknowledges and agrees that it has no
entitlement to the moneys comprising the Accrued
Interest Adjustment); and
(ii) second, any interest payable by the Trustee under the
Redraw Facility Agreement.
(b) (LIMIT) The Trustee shall only make a payment under any of
sub-paragraphs (a)(i) or (a)(ii) if it is directed in writing
to do so by the Manager and only to the extent that any Total
Available Funds remain from which to make the payment after
amounts with priority to that payment have been distributed.
(c) (QUARTERLY) Subject to paragraph (d), on each Quarterly
Payment Date, and based on the calculations, instructions and
directions provided to it by the Manager, the Trustee must pay
or cause to be paid out of Total Available Funds, in relation
to the Quarterly Collection Period ending immediately before
that Quarterly Payment Date, the following amounts in the
following order of priority:
(i) first, an amount equal to any Accrued Interest
Adjustment required to be paid to the Approved Seller
(and each of the Trustee, the Noteholders and the
other Creditors that have the benefit of the Security
Trust Deed acknowledges and agrees that it has no
entitlement to the moneys comprising the Accrued
Interest Adjustment);
(ii) second, payment to the Swap Provider under the
Interest Rate Swap of any Break Payments received by
or on behalf of the Trustee from an Obligor or a
Mortgage Insurer during the Quarterly Collection
Period;
(iii) third, (unless specified later in this clause
5.1(c)), Trust Expenses which have been incurred
prior to that Quarterly Payment Date and which have
not previously been paid or reimbursed under an
application of this clause 5.1 (in the order of
priority set out in the definition of TRUST
EXPENSES);
(iv) fourth, payment to the Redraw Facility Provider of
any fees payable by the Trustee under the Redraw
Facility Agreement;
(v) fifth, without duplication, any amounts that would
have been payable under this clause 5.1(c) (other
than under sub-paragraphs (ix) and (xi) (inclusive))
on any previous Quarterly Payment Date, if there had
been sufficient Total Available Funds, which have not
been paid by the Trustee and in the
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order they would have been paid under that prior
application of this clause 5;
(vi) sixth, pari passu and rateably as between themselves
payment to each Mortgage Insurer of an amount equal
to the greater of the following:
(A) zero; and
(B) the difference between any overpayment by it
of amounts in respect of income (for which it
has not previously been reimbursed) and the
aggregate of the Excess Distributions paid to
the Beneficiary on previous Quarterly Payment
Dates under clause 5.3(a);
(vii) seventh, pari passu and rateably as between
themselves:
(A) any interest payable by the Trustee under the
Redraw Facility Agreement;
(B) the payment to the Currency Swap Provider
under each Confirmation relating to US$ Notes
of the A$ Class A Interest Amount payable
under that Confirmation at that date; and
(C) the payment to the Class A-3 Noteholders of
the relevant Class A Interest amount;
(viii) eighth, any amounts that would have been payable
under sub-paragraph (ix) on any previous Quarterly
Payment Date, if there had been sufficient Total
Available Funds, which have not been paid by the
Trustee;
(ix) ninth, the payment to the Class B Noteholders of the
relevant Class B Interest amount as at that date;
(x) tenth, any amounts that would have been payable under
subparagraph (xi) on any previous Quarterly Payment
Date, if there had been sufficient Total Available
Funds, which have not been paid by the Trustee;
(xi) eleventh, the payment to the Class C Noteholders of
the Class C Interest amount;
(xii) twelfth, pari passu and rateably as between
themselves payment to each Mortgage Insurer of an
amount equal to any overpayment by that Mortgage
Insurer of amounts in respect of income (for which
that Mortgage Insurer has not previously been
reimbursed).
(d) The Trustee shall only make a payment under any of
sub-paragraphs (c)(i) to (c)(xii) inclusive if it is directed
in writing to do so by the Manager and only to the extent that
any Total Available Funds remain from which to make the
payment after amounts with priority to that payment have been
distributed.
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5.2 EXCESS AVAILABLE INCOME - REIMBURSEMENT OF CHARGE OFFS AND PRINCIPAL
DRAWS
(a) Subject to paragraph (b), on each Quarterly Determination
Date, the Manager must apply any Excess Available Income for
the Quarterly Collection Period relating to that Quarterly
Determination Date in the following order of priority:
(i) first, the Excess Available Income must be applied in
reimbursement of all Principal Charge Offs for that
Quarterly Collection Period;
(ii) second, the balance of the Excess Available Income
(after application under paragraph (i)) must be
applied pari passu and rateably between themselves
(based on the Redraw Principal Outstanding and the A$
Equivalent of the Stated Amount of the Class A Notes,
as the case may be):
(A) as a payment, to the Currency Swap Provider
under a Confirmation relating to the US$
Notes, of the A$ Equivalent of any Carryover
Class A Charge Offs relating to the US$
Notes;
(B) as a payment to the Class A-3 Noteholders of
an amount equal to the Carryover Class A
Charge Offs relating to the Class A-3 Notes;
and
(C) as a repayment under the Redraw Facility
Agreement, as a reduction of, and to the
extent of, the Carryover Redraw Charge Offs;
(iii) third, the balance of the Excess Available Income
(after application under paragraphs (i) and (ii))
must be applied to all Principal Draws which have not
been repaid as at that Quarterly Payment Date;
(iv) fourth, the balance of the Excess Available Income
(after application under paragraphs (i) to (iii)
(inclusive)) must be applied in or towards
reinstating the Stated Amount of the Class B Notes to
the extent of any Carryover Class B Charge Offs; and
(v) fifth, the balance of the Excess Available Income
(after application under paragraphs (i) to (iv)
(inclusive) must be applied in or towards reinstating
the Stated Amounts of the Class C Notes to the extent
of any Carryover Class C Charge Offs.
Any amount applied pursuant to sub-paragraphs (i) to (v)
(inclusive) above will be treated as Principal Collections to
the extent of that application and in the case of amounts paid
under sub-paragraph (ii) or (v) will be paid on the Payment
Date following that Determination Date.
(b) The Trustee shall only make a payment under any of
sub-paragraphs (a)(i) to (a)(v) inclusive if it is directed in
writing to do so by the
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Manager and only to the extent that any Excess Available
Income remains from which to make the payment after amounts
with priority to that payment have been distributed.
5.3 EXCESS DISTRIBUTION
(a) The Trustee must at the written direction of the Manager pay
any Excess Distribution for a Quarterly Collection Period to
the Beneficiary on the relevant Quarterly Payment Date.
(b) The Trustee may not recover any Excess Distributions from the
Beneficiary once they are paid to the Beneficiary except:
(i) where there has been a manifest error in the relevant
calculation of the Excess Distributions; or
(ii) an amount equal to payments made or required to be
made by the Trustee under clause 5.1(c)(xii) , and
the Beneficiary agrees to pay to the Trustee any such
amount.
5.4 INITIAL PRINCIPAL DISTRIBUTIONS
(a) (MONTHLY) Subject to paragraph (b), on each Monthly Payment
Date (other than a Quarterly Payment Date) and based on the
calculations, instructions and directions provided to it by
the Manager, the Trustee must distribute or cause to be
distributed out of Principal Collections, in relation to the
Monthly Collection Period ending immediately before that
Monthly Payment Date, the following amounts in the following
order of priority:
(i) first, to allocate to Total Available Funds any
Principal Draw calculated in accordance with clause
5.9; and
(ii) second, to retain in the Collection Account as a
provision such amount as the Manager determines is
appropriate to make for any anticipated shortfalls in
payments under clause 5.1 on the following Monthly
Payment Date or Quarterly Payment Date.
(b) (MONTHLY LIMIT) The Trustee shall only make a payment under
any of sub-paragraphs (a)(i) and (a)(ii) inclusive if it is
directed in writing to do so by the Manager and only to the
extent that any Principal Collections remain from which to
make the payment after amounts with priority to that payment
have been distributed.
(c) (QUARTERLY) Subject to paragraph (d), on each Quarterly
Payment Date, and based on the calculations, instructions and
directions provided to it by the Manager, the Trustee must
distribute or cause to be distributed out of Principal
Collections, in relation to the Quarterly Collection Period
ending immediately before that Quarterly Payment Date, the
following amounts in the following order of priority:
(i) first, to allocate to Total Available Funds any
Principal Draws calculated in accordance with clause
5.9;
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(ii) second, to retain in the Collection Account as a
provision such amount as the Manager determines is
appropriate to make for any anticipated shortfalls in
payments under clause 5.1 on the following Monthly
Payment Date or Quarterly Payment Date;
(iii) third, subject to clause 5.8(d), to repay any Redraws
provided by the Approved Seller in relation to
Purchased Receivables in accordance with clause 5.8
to the extent that it has not previously been
reimbursed in relation to those Redraws;
(iv) fourth, to repay all Redraw Principal Outstanding
under the Redraw Facility Agreement on that Quarterly
Payment Date;
(v) fifth, to retain in the Collection Account as a
provision to reimburse further Redraws an amount
equal to the Redraw Retention Amount for the next
Quarterly Collection Period.
(d) (QUARTERLY LIMIT) The Trustee shall only make a payment under
any of sub-paragraphs (c)(i) to (c)(v) inclusive if it is
directed in writing to do so by the Manager and only to the
extent that any Principal Collections remain from which to
make the payment after amounts with priority to that payment
have been distributed.
5.5 PRINCIPAL DISTRIBUTIONS PRIOR TO STEPDOWN DATE
Subject to paragraph (b), on each Quarterly Payment Date prior to the
Stepdown Date, or at any time if a Trigger Event is subsisting, and
based on the calculations, instructions and directions provided to it
by the Manager, the Trustee must distribute or cause to be distributed
out of Principal Collections, in relation to the Quarterly Collection
Period ending immediately before that Quarterly Payment Date, the
following amounts in the following order of priority:
(a) first, all the Initial Principal Distributions for that
Collection Period;
(b) second, as a payment to the Currency Swap Provider under a
Confirmation relating to the Class A-1 Notes, of an amount
equal to the lesser of:
(i) the amount available for distribution under this
sub-paragraph (b) after all payments which have
priority under this clause 5.5; and
(ii) the A$ Equivalent of the Invested Amounts for all
Class A-1 Notes;
(c) third, as a payment to the Currency Swap Provider under a
Confirmation relating to the Class A-2 Notes, of an amount
equal to the lesser of:
(i) the amount available for distribution under this
sub-paragraph (c) after all payments which have
priority under this clause 5.5; and
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(ii) the A$ Equivalent of the Invested Amounts for all
Class A-2 Notes;
(d) fourth, as a payment to the Class A-3 Noteholders, of an
amount equal to the lesser of:
(i) the amount available for distribution under this
sub-paragraph (d) after all payments which have
priority under this clause 5.5; and
(ii) the Invested Amounts in respect of all Class A-3
Notes;
(e) fifth, as payment to the Class B Noteholders, of an amount
equal to the lesser of:
(i) the amount available for distribution under this
sub-paragraph (e) after all payments which have
priority under this clause 5.5; and
(ii) the Invested Amounts in respect of all Class B Notes;
(f) sixth, as payment to the Class C Noteholders, of an amount
equal to the lesser of:
(i) the amount available for distribution under this
sub-paragraph (f) after all payments which have
priority under this clause 5.5; and
(ii) the Invested Amounts in respect of all Class C Notes.
(g) (LIMIT) The Trustee shall only make a payment under any of
sub-paragraphs (a) to (f) inclusive if it is directed in
writing to do so by the Manager and only to the extent that
any Principal Collections remain from which to make the
payment after amounts with priority to that payment have been
distributed.
5.6 PRINCIPAL DISTRIBUTIONS AFTER STEPDOWN DATE
Subject to paragraph (b), on each Quarterly Payment Date after the
Stepdown Date, provided that no Trigger Event is subsisting, and based
on the calculations, instructions and directions provided to it by the
Manager, the Trustee must distribute or cause to be distributed out of
Principal Collections, in relation to the Quarterly Collection Period
ending immediately before that Quarterly Payment Date, the following
amounts in the following order of priority:
(a) first, all the Initial Principal Distributions for that
Collection Period;
(b) as a payment, out of the Class A Principal Distribution
Amount:
(i) first, to the Currency Swap Provider under a
Confirmation relating to the Class A-1 Notes, of an
amount equal to the lesser of:
(A) that Class A Principal Distribution Amount;
and
(B) the A$ Equivalent of the aggregate Invested
Amounts of the Class A1 Notes on that Payment
Date;
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(ii) second, to the Currency Swap Provider under a
Confirmation relating to the Class A-2 Notes, of an
amount equal to the lesser of:
(A) the amount of the Class A Principal
Distribution Amount remaining after making
the payment referred to in (b)(i); and
(B) the A$ Equivalent of the aggregate Invested
Amount of the Class A-2 Notes on that Payment
Date,
(iii) third, as a payment to the Class A-3 Noteholders, of
an amount equal to the lesser of:
(A) the amount of the Class A Principal
Distribution Amount remaining after making
the payment referred to in (b)(i) and
(b)(ii); and
(B) the aggregate Invested Amount of the Class
A-3 Notes on that Payment Date,
(c) as a payment out of the Class B Principal Distribution Amount
for that Payment Date to the Class B Noteholders of an amount
equal to the aggregate Invested Amount of the Class B Notes on
that Payment Date; and
(d) as a payment out of the Class C Principal Distribution Amount
for that Payment Date to the Class C Noteholders of an amount
equal to the aggregate Invested Amount of the Class C Notes on
that Payment Date.
(LIMIT) The Trustee shall only make a payment under any of the
sub-paragraphs listed above if it is directed in writing to do so by
the Manager only:
(a) in the case of sub-paragraphs (b) to (d) inclusive, to the
extent that any Principal Collections remain from which to
make the payment after amounts to be paid under paragraph (a);
and
(b) in the case of sub-paragraphs (b)(i) to (b)(iii) inclusive to
the extent that any Principal Collections comprising part of
the Class A Principal Distribution Amount remain after the
amounts required to be paid under paragraph (b) with priority
to that payment have been distributed.
5.7 FINAL MATURITY DATE
On the Business Day immediately following the date on which all Secured
Moneys (as defined in the Security Trust Deed) are fully and finally
repaid, and only after payment of all amounts referred to in paragraphs
(a) and (c), the Trustee must pay any Principal Collections which
remain available to the Approved Seller in reduction of the Principal
Outstanding (as defined in the Seller Loan Agreement) as a full and
final settlement of the obligations of the Trustee under the Seller
Loan Agreement.
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5.8 REDRAWS
(a) The Approved Seller, after receiving confirmation that it may
do so from the Manager, may make Redraws to Obligors under
Purchased Receivables so that the then scheduled principal
balance of those Purchased Receivables is not exceeded.
(b) The Approved Seller will be reimbursed in relation to any
Redraw for which it has not previously been reimbursed under
clause 5.4.
(c) On each Quarterly Determination Date the Manager shall
determine an amount, not exceeding 2% of the total Invested
Amount of all Notes, which it reasonably anticipates will be
required in the Quarterly Collection Period in which that
Quarterly Determination Date occurs to fund further Redraws
under Purchased Receivables in addition to any prepayments of
principal that it anticipates will be received from Obligors
during that Quarterly Collection Period. That amount, from
time to time, less amounts withdrawn or deposited as described
in this clause 5.8, is called the REDRAW RETENTION AMOUNT. The
Manager shall on the day of such determination advise the
Trustee of the amount so determined.
(d) In addition to the Approved Seller's right of reimbursement
under clause 5.8(b), the Trustee shall on each Business Day it
receives a direction from the Manager to do so, reimburse the
Approved Seller for Redraws made on or before that Business
Day for which it has not received reimbursement but only to
the extent of the aggregate of:
(i) the Redraw Retention Amount for that Quarterly
Collection Period to the extent it has been funded
under clause 5.4(c)(v); and
(ii) any amount which the Manager is entitled to direct
the Trustee to draw under the Redraw Facility
Agreement at that time.
(e) If the Manager determines on any Business Day that there is a
Redraw Shortfall, the Manager may on that date direct in
writing the Trustee to make a drawing under the Redraw
Facility Agreement on that or any other Business Day equal to
the amount which the Trustee is permitted to draw under clause
3.1(c) of the Redraw Facility Agreement at that time.
5.9 DETERMINATION DATE - PAYMENT SHORTFALL
If the Manager determines on any Monthly Determination Date that there
is a Payment Shortfall for the relevant Monthly Collection Period the
Manager must direct the Trustee to pay out of Principal Collections, as
a principal distribution under clause 5.4, an amount (the PRINCIPAL
DRAW) equal to the lesser of:
(a) the Payment Shortfall; and
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(b) the amount of Principal Collections available for distribution
on the Monthly Payment Date following that Monthly
Determination Date.
5.10 ALLOCATING LIQUIDATION LOSSES
On each Quarterly Determination Date, the Manager must determine, in
relation to the aggregate of all Liquidation Losses arising during that
Quarterly Collection Period:
(a) the amount of those Liquidation Losses which is attributable
to interest, fees and expenses in relation to the relevant
Purchased Receivables (FINANCE CHARGE LOSS); and
(b) the amount of those Liquidation Losses which is attributable
to principal in relation to the relevant Purchased Receivables
(PRINCIPAL LOSS),
on the basis that all Liquidation Proceeds actually received by or on
behalf of the Trustee in relation to a Purchased Receivable are applied
first against interest, fees and other Enforcement Expenses (other than
Property Restoration Expenses) relating to that Purchased Receivable,
and then against the Housing Loan Principal and Property Restoration
Expenses relating to that Purchased Receivable.
5.11 INSURANCE CLAIMS
(a) If, on any Monthly Determination Date, the Manager determines
that there has been a Liquidation Loss in relation to a
Purchased Receivable during the immediately preceding Monthly
Collection Period, the Manager shall direct the Servicer (if
the Servicer has not already done so), promptly, and in any
event so that the claim is made within the time limit
specified in the relevant Mortgage Insurance Policy for that
Purchased Receivable without the amount of the claim becoming
liable to be reduced by reason of delay, to make a claim under
the relevant Mortgage Insurance Policy.
(b) Upon receipt of any amount under or in respect of a Mortgage
Insurance Policy in payment of a claim referred to in
paragraph (a), the Manager must determine which part of the
amount is attributable to interest, fees and other amounts in
the nature of income, and which part of that amount is
attributable to principal.
5.12 PAYMENTS BEFORE PAYMENT DATE
(a) Subject to the Transaction Documents, by no later than 4.00 pm
(Sydney time) on the Remittance Date for a Collection Period,
the Manager must deposit or use its best endeavours to procure
that the Servicer deposits, in the Collection Account all
Available Income and Principal Collections for that Collection
Period to the extent received on or before that date.
Page 43
(b) The Manager must direct the Trustee to:
(i) apply amounts credited to the Collection Account in
making payments in discharge of the Trustee's
obligations under this clause 5; and
(ii) make the applications and reinstatements required or
contemplated by this clause 5,
in each case, under and in accordance with this clause 5.
5.13 CHARGE OFFS
If the Principal Charge Offs for any Quarterly Collection Period
exceeds the Excess Available Income calculated on the Quarterly
Determination Date for that Quarterly Collection Period, the Manager
must, on and with effect from the Quarterly Payment Date immediately
following the end of the Quarterly Collection Period:
(a) reduce pari passu and rateably as between themselves the Class
C Stated Amount of each of the Class C Notes by the amount of
that excess which is attributable to each Class C Note until
the Class C Stated Amount is zero (CLASS C CHARGE OFFS); and
(b) if the Class C Stated Amount is zero and any amount of that
excess has not been applied under paragraph (a), reduce pari
passu and rateably as between themselves the Class B Stated
Amount of each of the Class B Notes by the amount of that
excess which is attributable to each Class B Note until the
Class B Stated Amount is zero (CLASS B CHARGE OFFS); and
(c) if both the Class C Stated Amount and Class B Stated Amount
are zero and any amount of that excess has not been applied
under paragraph (b), reduce pari passu and rateably as between
the Class A Notes and the Redraw Facility Agreement with
respect to the balance of that excess:
(i) rateably as between each of the Class A Notes, the
Class A Stated Amount on each of the Class A Notes
until the Class A Stated Amount of that Class A Note
is zero (CLASS A CHARGE OFFS); and
(ii) the Redraw Principal Outstanding under the Redraw
Facility Agreement applied against Redraw Advances
(as defined in the Redraw Facility Agreement) in
reverse chronological order of their Drawdown Dates
(as defined in the Redraw Facility Agreement), until
the Redraw Principal Outstanding is zero (REDRAW
CHARGE OFFS).
5.14 PAYMENTS INTO US$ ACCOUNT
(a) The Trustee shall direct the Currency Swap Provider to pay all
amounts denominated in US$ payable to the Trustee by the
Currency Swap Provider under the Currency Swap into the US$
Account or to
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the Principal Paying Agent under the Agency Agreement on
behalf of the Trustee.
(b) If any of the Trustee, the Manager or the Servicer receives
any amount denominated in US$ from the Currency Swap Provider
under the Currency Swap they will promptly pay that amount to
the credit of the US$ Account.
5.15 PAYMENTS OUT OF US$ ACCOUNT
(a) The Trustee shall, on the direction of the Manager, or shall
require that the Principal Paying Agent on its behalf, pay all
amounts credited to the US$ Account as follows and in
accordance with the Note Trust Deed and the Agency Agreement.
(b) All amounts credited to the US$ Account by the Currency Swap
Provider in relation to a payment by the Trustee in no order
of priority:
(i) under clauses 5.1(c)(v) and (c)(vii)(D), will be paid
pari passu in relation to US$ Notes as payments of
Class A Interest on those US$ Notes;
(ii) under clause 5.2(a)(ii)(A), will be paid pari passu
in relation to US$ Notes in or towards reinstating
the Stated Amount of those US$ Notes, to the extent
of the Carryover Class A Charge Offs;
(iii) amounts credited under clauses 5.5(b) and 5.6(b)(i),
pari passu to Class A-1 Noteholders as Class A
Principal Payments on the Class A-1 Notes until the
Invested Amounts of the Class A-1 Notes have been
reduced to zero; and
(iv) amounts credited under clauses 5.5(c) and 5.5(b)(ii)
pari passu to Class A-2 Noteholders as Class A
Principal payments on the Class A-2 Notes until the
Invested Amounts of the Class A-2 Notes have been
reduced to zero.
5.16 ROUNDING OF AMOUNTS
In making the calculations required or contemplated by this clause 5,
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 Terms Notice.
5.17 MANAGER'S REPORT
The Manager will provide to the Trustee, the Note Trustee and the
Designated Ratings Agencies, the Manager's Report for a Collection
Period no later than 4.00pm (Sydney time) on the Remittance Date
following that Collection Period.
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5.18 PAYMENT PRIORITIES FOLLOWING AN EVENT OF DEFAULT: SECURITY TRUST DEED
Following an Event of Default as defined in the Security Trust Deed,
the priority of payments with respect to the Trust will be governed by
the Security Trust Deed.
5.19 PRESCRIPTION
Despite any other provision of this Supplementary Terms Notice and the
Master Trust Deed, Condition 8 applies to all amounts payable in
relation to any US$ Note.
5.20 ACCOUNTING PROCEDURES: PRINCIPAL & INTEREST
To facilitate the implementation of this Cashflow Allocation
Methodology, the Manager will keep accounting records in accordance
with the Transaction Documents and will keep separate ledgers,
including a "Principal Account", "Income Account" and "Cash Account",
into which credit and debit entries will be made to record receipts and
payments of principal, income or amounts unallocated at the relevant
time.
5.21 REPLACEMENT OF CURRENCY SWAP
(a) If the 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 (other than by way of
transfer under section 6(b) of the Currency Swap)
(collectively a REPLACEMENT CURRENCY SWAP) but only on the
condition:
(i) that the Settlement Amount (as defined in the
Currency Swap), 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 Terms Notice and
the Currency Swap;
(ii) the ratings assigned to the Notes are not adversely
affected; and
(iii) 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.
(b) If the condition in paragraph (a) is 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
Settlement Amount to the Currency Swap Provider as referred to
in paragraph (a). If the Settlement Amount (if any) is payable
by the Currency Swap Provider to the Trustee, the Manager
shall direct the Currency Swap Provider to pay such amount
direct to the Replacement Currency Swap Provider in
satisfaction of any upfront premium to enter into the
Replacement
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Currency Swap. Where the upfront premium payable upon entry into the
Replacement Currency Swap is:
(i) payable by the Trustee to the Replacement Swap Provider, then
the:
(A) excess of the Settlement Amount over the upfront
premium will be included as Available Income for the
relevant Collection Period; and
(B) excess of the upfront premium payable over the
Settlement Amount will be satisfied by the Trustee as
a TRUST EXPENSE; and
(ii) payable by the Replacement Swap Provider to the Trustee, then
the:
(A) excess of the Settlement Amount over the upfront
premium will be satisfied by the Trustee as a Trust
Expense; and
(B) excess of the upfront premium over the Settlement
Amount will be included as Available Income for the
relevant Collection Period.
5.22 NOTICE OF CALCULATIONS
The calculations outlined in this clause 5, or required to be made by
the Manager under any Condition, must be made by the Manager and
notified to the Trustee on each Determination Date. 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 each Payment Date. The Manager must
also notify the Currency Swap Provider of all payments which are to be
made by or on behalf of the Trustee on each Quarterly Payment Date
under clauses 5.1(c)(v), 5.1(c)(vii)(D), 5.2(a)(ii)(A), 5.5(b), 5.5(c),
5.6(b)(i) and 5.6(b)(ii) on each relevant Quarterly Determination Date.
In the absence of manifest error, each of the Trustee and the Currency
Swap Provider is entitled to rely conclusively on (and will rely on)
the Manager's calculations and notifications and is not required to
(and it will not) investigate the accuracy of them.
5.23 BOND FACTORS
(a) On each Quarterly Determination Date, the Manager will, in
respect of the Collection Period ending before that Quarterly
Determination Date, calculate or otherwise ascertain the Class
A Bond Factors, the Class B Bond Factors and the Class C Bond
Factors.
(b) The Manager shall notify all Class A-3 Noteholders, all Class
B Noteholders, all Class C Noteholders, the Principal Paying
Agent, the Note Trustee and the Calculation Agent as soon as
practicable after (and in any event by not later than the
Quarterly Payment Date immediately following) the relevant
Quarterly Determination Date of the relevant Class A Bond
Factors, the Class B Bond Factor and the Class C Bond Factor.
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5.24 LOAN OFFSET INTEREST
On each Monthly Determination Date, the Approved Seller shall pay to
the Trustee an amount equal to all Loan Offset Interest Amounts for the
Monthly Collection Period immediately preceding that Monthly
Determination Date.
6. MASTER TRUST DEED AND SERVICING AGREEMENT
6.1 COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED
(a) (MANAGER FEE)
For the purpose of clause 15 of the Master Trust Deed, the fee
payable to the Manager in respect of the Trust for each
Quarterly Collection Period will be an amount calculated:
(i) on the aggregate Housing Loan Principal of the
Purchased Receivables on the first day of that
Quarterly Collection Period;
(ii) at the rate of 0.09% per annum or as otherwise agreed
by the Manager and the Trustee from time to time; and
(iii) on the actual number of days in the Quarterly
Collection Period divided by 365 days,
and shall accrue due from day to day. That fee is payable in
Australian dollars.
(b) (TRUSTEE'S FEE AND SECURITY TRUSTEE'S FEE)
(i) For the purpose of clause 19.1 of the Master Trust
Deed and clause 11.2 of the Security Trust Deed, the
combined fee payable to the Trustee and the Security
Trustee in respect of the Trust for each Quarterly
Collection Period will be an amount calculated:
(A) on the aggregate Housing Loan Principal of
the Purchased Receivables on the first day of
that Quarterly Collection Period;
(B) at the rate of 0.0275% per annum or as
otherwise agreed by the Manager, the Trustee
and the Security Trustee from time to time;
and
(C) on the actual number of days in the Quarterly
Collection Period divided by 365 days,
and shall accrue due from day to day. That fee is
payable in Australian dollars.
(ii) If the Trustee or the Security Trustee (as the case
may be) is required at any time to undertake duties
which relate to the enforcement of the terms of any
Transaction Document by the Trustee or Security
Trustee (as the case may be) upon a
Page 48
default by any other party under the terms of that
Transaction Document, the Trustee or Security Trustee
(as the case may be) is entitled to such additional
remuneration as may be agreed between the Trustee or
the Security Trustee (as the case may be) and the
Manager or, failing agreement, such amount as is
determined by a merchant bank (acting as an expert
and not as an arbitrator) selected by the Trustee or
the Security Trustee (as the case may be). The
determination of such merchant bank shall be
conclusive and binding on the Manager and the Trustee
or the Security Trustee (as the case may be) so far
as the law allows.
(c) (SERVICING FEE)
For the purpose of clause 6.1 of the Servicing Agreement, the
fee payable to the Servicer in respect of the Trust for each
Quarterly Collection Period will be an amount calculated:
(i) on the aggregate Housing Loan Principal of the
Purchased Receivables on the first day of that
Quarterly Collection Period;
(ii) at the rate of 0.40% per annum or as otherwise agreed
by the Manager, the Trustee and the Servicer from
time to time; and
(iii) on the actual number of days in the Quarterly
Collection Period divided by 365 days,
or as otherwise agreed by the Trustee, the Manager and the
Servicer. That fee shall accrue due from day to day. That fee
is payable in Australian dollars.
(d) (CUSTODIAN FEE)
For the purpose of clause 6.1 of the Custodian Agreement, the
fee payable to the Custodian in respect of the Trust for each
Quarterly Collection Period will be an amount calculated:
(i) on the aggregate Housing Loan Principal of the
Purchased Receivables on the first day of that
Quarterly Collection Period;
(ii) at the rate of 0.015% per annum or as otherwise
agreed by the Manager, the Trustee and the Custodian
from time to time; and
(iii) on the actual number of days in the Quarterly
Collection Period divided by 365 days,
or as otherwise agreed by the Trustee, the Manager and the
Custodian. That fee shall accrue due from day to day. That fee
is payable in Australian dollars.
Page 49
(e) (FEE CHANGES TO TAKE ACCOUNT OF GST)
None of the above fees in this clause 6.1 are to be increased by
reference to any applicable goods and services tax unless:
(i) the Trustee, the Manager and the recipient of the relevant fee
agree (that agreement not to be unreasonably withheld); and
(ii) the increase will not result in the downgrading or withdrawal
of the rating of any Notes.
6.2 AMENDMENTS TO MASTER TRUST DEED
The Master Trust Deed is amended for the purpose of the Trust as
follows:
(A) CLAUSE 1.1 - AUTHORISED INVESTMENT
For the purposes of the definition of AUTHORISED INVESTMENT in
clause 1.1 of the Master Trust Deed:
(i) each of the investments in paragraphs (b), (d), (e),
(f), (g), (h), (i) and (j) of that definition must
have a rating of AAA (long term) or A-1+ (short term)
(as the case may be) from S&P, a rating of Aaa (long
term) or P-1 (short term) (as the case may be) from
▇▇▇▇▇'▇ and a rating of AAA (long term) or F1+ (short
term) (as the case may be) from Fitch to be an
AUTHORISED INVESTMENT for the Trust;
(ii) each of the investments in paragraphs (b) and (d)-(j)
inclusive of that definition must mature no later
than the next Quarterly Payment Date following its
acquisition;
(iii) each investment must be denominated in Australian
Dollars;
(iv) 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 on external advice);
(v) each investment must be held by, or in the name of
the Trustee or its nominee;
(vi) sub-paragraph (i) is deleted and replaced with the
following:
securities which are "mortgage-backed
securities" within the meaning of both the
Duties Act, 1997 of New South Wales and the
Trustee Act, 1958 of Victoria.
(vii) sub-paragraph (j)(1) is deleted and replaced with the
following:
prescribed for the purposes of sub-paragraph
(d) of the definition of a "prescribed
property" in the Duties Act, 1997 of New
South Wales, or are otherwise included within
the definition of "pool of mortgages" in that
Act; and
Page 50
(viii) the reference to STAMP DUTIES ACT, 1920 in the last
paragraph of that definition is deleted and replaced
with DUTIES ACT, 1997.
(B) CLAUSE 1.1 - AUTHORISED SIGNATORY
The definition of Authorised Signatory is deleted and replaced
with the following:
AUTHORISED SIGNATORY in relation to any corporation
means any person from time to time certified in
writing by two directors of the corporation (or, in
the case of the Trustee, by any divisional manager)
to be an authorised signatory of the corporation,
whose signature appears on such certificate and which
signature is certified thereon by such directors (or
such divisional manager) to be that person's
signature(and, in the case of the Trustee or the
Security Trustee (as the case may be), also includes
any officer of the Trustee or the Security Trustee
(as the case may be) who has the word "manager",
"group executive" or "counsel" in their title).
(C) CLAUSE 1.1 - CEDEL BANK
(i) The definition of Cedel Bank is deleted and the
following definition inserted:
"CLEARSTREAM, LUXEMBOURG means Clearstream Banking,
societe anonyme."
(ii) Each reference to "Cedel Bank" in:
(A) paragraph (u) of the definition of EXPENSES
in clause 1.1; and
(B) the definition of NOTEHOLDERS in clause 1.1,
is deleted and replaced with the words
"Clearstream, Luxembourg"
(D) CLAUSE 1.1 - EUROCLEAR
The definition of Euroclear is deleted and the following
definition inserted:
"EUROCLEAR means Euroclear Bank S.A./N.V."
(E) CLAUSE 1.1 - EXPENSES
For the purposes of the definition of EXPENSES in clause 1.1
of the Master Trust Deed, a new paragraph (w) is inserted as
follows and the existing paragraph (w) becomes paragraph (x).
"(w) any fees and expenses payable to any Stock
Exchange [or DTC] from time to time by the Trustee;"
[MBP TO CONFIRM]
(F) CLAUSE 1.1 - EXTRAORDINARY RESOLUTION
For the purposes of the definition of EXTRAORDINARY RESOLUTION
in clause 1.1 of the Master Trust Deed, that definition is
deleted and the following definition is inserted.
Page 51
"Extraordinary Resolution" means, in relation to:
(a) any Class of A$ Noteholders subject to the provisions of the
Security Trust Deed:
(i) a resolution passed at a meeting of that Class of A$
Noteholders duly convened and held in accordance with the
provisions contained in clause 29 of this Master Trust Deed
by a majority consisting of not less than 75% of the votes
able to be cast by the relevant Noteholders (cast by show of
hands or poll, as the case may be); or
(ii) a resolution in writing under clause 29 of this Master Trust
Deed signed by all Noteholders in the relevant Class of
Noteholders;
(b) all Noteholders means, subject to the provisions of the Security
Trust Deed a resolution passed, in a meeting of all A$
Noteholders duly convened and held in accordance with the
provisions contained in clause 29 of this Master Trust Deed and
in a meeting of US$ Noteholders in accordance with the Note Trust
Deed, by majority consisting of not less than 75% calculated as
follows:
(A x I) + U
-----------
T
Where: A = the percentage of A$ Noteholders voting in favour
of the resolution;
I = the US$ Equivalent of the aggregate Invested
Amount of all A$ Notes;
U = the aggregate Invested Amount of the US$ Notes
held by US$ Noteholders who voted in favour of
the resolution
T = the Total Invested Amount.
(c) all Class A Noteholders means, subject to the provisions of the
Security Trust Deed a resolution passed, in a meeting of all
Class A-3 Noteholders duly convened and held in accordance with
the provisions contained in clause 29 of this Master Trust Deed
and in a meeting of US$ Noteholders in accordance with the Note
Trust Deed, by majority consisting of not less than 75%
calculated as follows:
(A x I) + U
-----------
T
Page 52
Where: A = the percentage of Class A-3 Noteholders voting in
favour of the resolution;
I = the US$ Equivalent of the aggregate Invested
Amount of all Class A-3 Notes;
U = the aggregate Invested Amount of the US$ Notes
held by US$ Noteholders who voted in favour of
the resolution
T = the aggregate Invested Amount of all Class A
Notes.
(g) CLAUSE 1.1 - DEFINITIONS
For the purpose of the Trust, the following new definitions are
inserted, in alphabetical order, in clause 1.1 of the Master
Trust Deed:
APPLICATION FOR NOTES means an application for A$ Notes in
the form of schedule 2 to the Supplementary Terms Notice or
in such other form as may from time to time be agreed
between the Trustee and the Manager.
AUSTRACLEAR means Austraclear Limited.
AUSTRACLEAR REGULATIONS means the regulations published by
Austraclear.
AUSTRACLEAR SYSTEM means the System as defined in the
Austraclear Regulations.
MARKED NOTE TRANSFER means a Note Transfer marked as in
accordance with clause 7.15 of this Master Trust Deed.
NOTE ACKNOWLEDGEMENT means an acknowledgement of the
registration of a person as the holder of an A$ Note in the
form set out in schedule 3 to this Supplementary Terms
Notice or in such other form as may from time to time be
agreed between the Trustee and the Manager.
NOTE TRANSFER means a transfer and acceptance of A$ Notes
materially in the form of schedule 4 to this Supplementary
Terms Notice or in such other form as may from time to time
be agreed between the Trustee and the Manager.
REGISTER means in relation to a Trust, the register required
to be maintained in accordance with clause 28 of this Master
Trust Deed.
Page 53
REPRESENTATIVE means:
(i) in the case of any A$ Noteholder, a person appointed as
a proxy for that Noteholder under clause 29.9; and
(ii) without limiting the generality of paragraph (a), in
the case of an A$ Noteholder which is a body corporate,
a person appointed under clause 29.10 by that A$
Noteholder."
(g) CLAUSE 1.1 - GUARANTEED INVESTMENT CONTRACT
For the purposes of the definition of GUARANTEED INVESTMENT
CONTRACT in clause 1.1 of the Master Trust Deed, the words "or
any equivalent regulations issued under the Duties Act 1997" are
inserted at the end of that definition.
(i) CLAUSE 1.1 - TERMINATION DATE
For the purpose of the definition of TERMINATION DATE in clause
1.1 of the Master Trust Deed, the words "and the Trustee and the
Manager agree that no further Notes are proposed to be issued by
the Trustee in relation to that Trust" are inserted at the end of
paragraph (c)(i) of that definition.
(j) CLAUSE 4 - NOTES
For the purposes of the Trust, clause 4 in the Master Trust Deed
is deleted and the following new clause 4 is inserted as follows.
4. NOTES
4.1 ACKNOWLEDGEMENT OF INDEBTEDNESS
Subject to the terms of this Master Trust Deed and the
Supplementary Terms Notice:
(a) each entry in the Register relating to a Trust in
respect of an A$ Note; and
(b) each US$ Note issued by a Trust,
constitutes an independent and separate acknowledgement to
the relevant Noteholder by the Trustee of its indebtedness
as trustee of the Trust for the Invested Amount of that Note
together with the other rights given to Noteholders under
this Master Trust Deed, the Supplementary Terms Notice and
the Security Trust Deed, and (in relation to a US$ Note) the
Note Trust Deed and the relevant Conditions.
4.2 LEGAL NATURE OF NOTES
(a) A$ Notes will be in the form of inscribed stock, and
the Trustee's obligations in relation to those A$ Notes
and under this Master Trust and this Supplementary
Terms Notice in respect of those A$ Notes (including
any obligation to pay interest or principal) will
become effective on inscription in the Register for the
Trust under this Master Trust and this Supplementary
Terms Notice of the details for those A$ Notes.
(b) US$ Notes will be in registered form in respect of
Book-Entry Notes and will be in bearer or registered
form in respect of
Page 54
Definitive Notes, provided that there will be no bearer
notes issued in the United States of America.
4.3 TERMS OF NOTES
(a) All Notes issued by the Trustee as trustee of a Trust
shall be issued with the benefit of, and subject to,
this Master Trust Deed, the relevant Supplementary
Terms Notice and the relevant Security Trust Deed and,
in relation to the US$ Notes, the relevant Note Trust
Deed and the relevant 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.
4.4 INTEREST AND PRINCIPAL ENTITLEMENT OF NOTEHOLDERS
Subject to this Master Trust Deed, the relevant
Supplementary Terms Notice and the relevant Security Trust
Deed and, in relation to the US$ Notes, the relevant Note
Trust Deed and the relevant Conditions (and, in particular,
subject to any such provisions which provide for principal
losses to be charged off against any Notes), the Trustee as
trustee of a Trust shall, 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 Entitlement on each Interest
Payment Date; and
(b) (PRINCIPAL) their Principal Entitlement on each
Quarterly Payment Date.
4.5 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 Master Trust Deed, the
relevant Supplementary Terms Notice or any other Transaction
Document.
4.6 LOCATION OF A$ NOTES
The property in the A$ Notes shall for all purposes be
regarded as situated at the place where the Register on
which those A$ Notes are recorded is located.
4.7 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 Trust by reason of the time of
issue of Notes or for any other reason, subject only to the
Supplementary Terms Notice relating to the Notes, the terms
of the Security Trust Deed (if any) relating to the Trust
and (in relation to the USDUS$ Notes) the relevant Note
Trust Deed and the relevant Conditions.
4.8 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) will appoint a
person to operate and maintain a register of those
Page 55
Definitive Notes in accordance with standard United States
practice and law.
(k) CLAUSE 5.3 - RANKING OF INTEREST OF BENEFICIARY
For the purposes of clause 5.3 of the Master Trust Deed, the
Trustee may seek and rely upon a direction from the Note Trustee
as to the interests of the US$ Noteholders.
(l) CLAUSES 6.1 AND 6.6(A) - NOTE ISSUE DIRECTION
(i) For the purposes of clause 6.1 of the Master Trust Deed, the
Note Issue Direction for the Notes may be issued by the
Manager on or at any time prior to the Note Issue Date for
the Notes.
(ii) For the purposes of clause 6.6(a) of the Master Trust Deed,
the certification by the Manager may occur on or at any time
prior to the Note Issue Date for the Notes.
(m) CLAUSE 6.7 - SUBSCRIPTION AGREEMENT
(i) Clause 6.7(c) of the Master Trust Deed is amended by
replacing paragraph (i) with the following
(i) (TRANSACTION DOCUMENTS) entered into the Transaction
Documents to which it is a party in its capacity as
trustee of the Trust.
(ii) For the purposes of clause 6.7(a)(iii), the Trustee will
enter into the Subscription Agreements.
(n) CLAUSE 6.8 - ACTION FOLLOWING NOTE ISSUE
For the purposes of the Trust, clause 6.8 of the Master Trust
Deed is deleted and the following new clause 6.8 is inserted:
6.8 ACTION FOLLOWING NOTE ISSUE
As soon as practicable after a Note Issue Date for a
Trust:
(a) in relation to A$ Notes only:
(i) (ENTER DETAILS IN THE REGISTER) the Trustee
shall enter into the Register for that Trust
in accordance with clause 28 the information
required under clause 28.1;
(ii) (ISSUE NOTE ACKNOWLEDGEMENT) the Trustee
shall issue a Note Acknowledgement to each
A$ Noteholder in respect of its holding of
A$ Notes; and
(iii) (ISSUE MARKED NOTE TRANSFERS) if requested
by an A$ Noteholder in its Application for
Notes, the Trustee shall issue a Marked Note
Transfer to that A$ Noteholder; and
Page 56
(b) in relation to US$ Notes only, the Trustee shall issue
those US$ Notes in accordance with the relevant Note
Trust Deed and the relevant Supplementary Terms Notice.
(o) CLAUSE 7 - TRANSFER OF NOTES
For the purpose of this Trust, Clause 7 of the Master Trust Deed is
deleted and the following new clause 7 is inserted:
7. TRANSFER OF NOTES
7.1 NO RESTRICTIONS ON TRANSFER OF NOTES
Subject to this Master Trust Deed and the relevant Supplementary
Terms Notice and (in respect of the US$ Notes) the relevant Note
Trust Deed and Conditions, there shall be no restriction on the
transfer of Notes.
7.2 MINIMUM TRANSFER
(a) An A$ Noteholder must not transfer any A$ Notes held by it
unless:
(i) the amount payable by the transferee for those A$ Notes
is not less than A$500,000; or
(ii) the offer or invitation to the transferee by the A$
Noteholder in relation to the A$ Notes is an offer or
invitation that will not require disclosure under Part
6D.2 of the Corporations Law.
(b) No A$ Note has been or will be registered under the United
States Securities Act of 1933 as amended (the SECURITIES
ACT) and may not be offered or sold within the United States
or to, or for the account or 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 under the Securities
Act.
(c) A US$ Noteholder must not transfer any US$ Notes except in
accordance with the Financial Services Act 1986 (UK) and all
regulations made under or in relation to that Act and the
Public Offers of Securities Regulations 1995 and in
accordance with the provisions of clause 3.6 of the Note
Trust Deed. [MBP TO CONFIRM]
(d) None of the Trustee, the Manager, the Servicer, any Note
Manager, the Note Trustee, the Security Trustee or an
Approved Seller is liable to any Noteholder in relation to a
breach by that Noteholder of paragraph (b).
7.3 FORM OF TRANSFER
Every transfer of A$ Notes shall be effected by a Note Transfer.
Page 57
7.4 EXECUTION OF NOTE TRANSFER
Every Note Transfer shall be duly completed and executed by the
transferor and transferee.
7.5 STAMPING OF NOTE TRANSFER
Every Note Transfer lodged with the Trustee shall be duly stamped
(if applicable).
7.6 DELIVERY OF NOTE TRANSFER TO TRUSTEE
Every Note Transfer shall be delivered to the Trustee, together
with the Note Acknowledgement to which it relates, for
registration.
7.7 REGISTRATION OF TRANSFEREE AS A$ NOTEHOLDER
Subject to this clause 7, the Trustee shall, on receipt of a Note
Transfer, enter the transferee in the Register as the holder of
the A$ Notes which are the subject of the Note Transfer.
7.8 TRUSTEE ENTITLED TO REFUSE TO REGISTER CLASS B TRANSFER
The Trustee may refuse to register any Note Transfer which would
result in:
(a) (BREACH) a contravention of or failure to observe:
(i) (MASTER TRUST DEED) the terms of this Master Trust
Deed;
(ii) (SUPPLEMENTARY TERMS NOTICE) the terms of the
Supplementary Terms Notice;
(iii) (SECURITY TRUST DEED) the terms of the Security Trust
Deed; or
(iv) (THE LAW) any law of an Australian Jurisdiction; or
(b) (REQUIRES REGISTRATION) an obligation to procure
registration of any of the above with, or the approval of
any of the above by, any Government Agency.
7.9 REFUSAL TO REGISTER ABSOLUTE
The Trustee shall not be bound to give any reason for refusing to
register any Note Transfer and its decision shall be final,
conclusive and binding. If the Trustee refuses to register a Note
Transfer it shall, as soon as practicable (and in no event later
than 7 days after the date the Note Transfer was lodged with it),
send to the transferor and the transferee notice of such refusal.
7.10 NO FEE FOR REGISTRATION OF A NOTE TRANSFER
No fee shall be charged for the registration of any Note
Transfer.
Page 58
7.11 TAKING EFFECT OF NOTE TRANSFERS
(a) (NOTE TRANSFER NOT EFFECTIVE UNTIL REGISTRATION) A Note
Transfer shall not take effect until registered by the
Trustee and until the transferee is entered in the Register
as the holder of the A$ Notes which are the subject of the
Note Transfer, the transferor shall remain the holder of
those A$ Notes.
(b) (TRANSFER RECEIVED WHEN REGISTER CLOSED) When a Note
Transfer is received by the Trustee during any period when
the Register is closed for any purpose, the Trustee shall
not register the Note Transfer until the Business Day after
the day on which that Register is reopened.
7.12 RIGHTS AND OBLIGATIONS OF TRANSFEREE
Subject to this Master Trust Deed and the relevant Supplementary
Terms Notice, a transferee of A$ Notes, on being noted in the
Register as the holder of the A$ Notes, shall have the following
rights and obligations:
(a) (THOSE OF THE TRANSFEROR) all the rights and the obligations
which the transferor previously had; and
(b) (THOSE UNDER MASTER TRUST DEED) all the rights and
obligations of an A$ Noteholder as provided by this Master
Trust Deed and the relevant Supplementary Terms Notice as if
the transferee was originally a party to this Master Trust
Deed and that Supplementary Terms Notice.
7.13 PAYMENTS TO TRANSFEREE
Subject to this Master Trust Deed (including clause 32.1 of the
Master Trust Deed), on the entry of a transferee of A$ Notes in
the Register, the transferee shall become entitled to receive any
payments then due or which may become due to the holder of the
relevant A$ Notes (including whether or not the entitlement to
payment wholly or partly arose or accrued prior to the transfer
and the Trustee shall be discharged for any such payment made to
the transferee).
7.14 TRANSMISSION OF ENTITLEMENTS
(a) (ELECTION) Any person becoming entitled to an A$ Note as a
result of the death, mental incapacity or bankruptcy of an
A$ Noteholder may, on producing such evidence as the Trustee
requires of their entitlement, elect to be either registered
as the A$ Noteholder in respect of the relevant A$ Notes or
to transfer the relevant A$ Notes to a third party in the
manner specified in this clause.
(b) (METHOD OF ELECTION) If an entitled person elects to be
registered as the A$ Noteholder, the person shall deliver to
the Trustee a notice in writing to this effect signed by the
person. If the person elects to have another person
registered he or she shall execute a Note Transfer in
relation to the relevant A$ Notes in
Page 59
favour of that other person. All the provisions of this
Master Trust Deed and the relevant Supplementary Terms
Notice relating to the transfer of A$ Notes and the
registration of Note Transfers shall be applicable to any
such notice or Note Transfer as if the death, mental
incapacity or bankruptcy of the A$ Noteholder had not
occurred and the notice or Note Transfer was a Note Transfer
executed by the A$ Noteholder.
(c) (DISCHARGE) A person entitled to A$ Notes under this clause
shall be entitled to receive and may give a good discharge
for all moneys payable in respect of such A$ Notes but,
except as otherwise provided by this Master Trust Deed and
the relevant Supplementary Terms Notice, shall not be
entitled to any of the rights or privileges of an A$
Noteholder unless and until the person is entered in the
Register as the holder of those A$ Notes.
7.15 MARKED NOTE TRANSFER
(a) (ENTITLEMENT TO MARKING) An A$ Noteholder may from time to
time request the Trustee to provide the A$ Noteholder with a
Marked Note Transfer.
(b) (MARKING) The A$ Noteholder shall deliver a Note Transfer to
the Trustee and the Trustee shall mark the Note Transfer in
such manner as agreed from time to time by the Trustee and
the Manager and issue the same to the A$ Noteholder.
(c) (TRUSTEE WILL NOT REGISTER TRANSFER) Until the expiry of 90
days (or any substitute period as the Trustee and Manager
agree from time to time and as advised to A$ Noteholders)
from the date on which the Note Transfer was marked, the
Trustee shall not register any transfer of A$ Notes relating
to the Marked Note Transfer otherwise than on that Marked
Note Transfer.
(d) (NO EXTENSION BY CLOSING OF REGISTER) The period referred to
in sub-paragraph (c) shall not be extended by the closing of
the Register for any purpose.
(e) (DELIVERY) A Marked Note Transfer shall be issued to an A$
Noteholder by personal delivery at the time the A$
Noteholder attends the offices of the Trustee (or such other
place nominated by the Trustee) for the marking of the Note
Transfer by the Trustee.
7.16 RELIANCE ON DOCUMENTS
The Trustee shall be entitled to accept and assume the
authenticity and genuineness of any Note Transfer or other
document produced to it and to assume that any Note Transfer or
other document produced to it has been duly executed. The Trustee
shall not be bound to enquire into the authenticity or
genuineness of any Note Transfer or other document, nor shall it
incur any liability for registering any Note Transfer which is
Page 60
subsequently discovered to be a forgery or otherwise defective,
unless the Trustee had actual notice of such forgery or defect at
the time of registration of such Note Transfer.
7.17 SPECIMEN SIGNATURES
The Trustee may (but need not) require each A$ Noteholder to
submit specimen signatures (and in the case of a corporation may
require those signatures to be authenticated by the secretary or
director of such A$ Noteholder) of persons authorised to execute
Note Transfers on behalf of such A$ Noteholder and shall be
entitled to assume (until notified to the contrary) that such
authority has not been revoked.
7.18 NOTES LODGED WITH AUSTRACLEAR
If A$ Notes are lodged into the Austraclear System, the Trustee
shall enter Austraclear in the Register as the holder of those A$
Notes. While those A$ Notes remain in the Austraclear System:
(a) all payments and notices required of the Trustee and the
Manager in relation to those A$ Notes will be directed to
▇▇▇▇▇▇▇▇▇▇▇; and
(b) all dealings (including transfers) and payments in relation
to those A$ Notes within the Austraclear System will be
governed by the Austraclear Regulations and need not comply
with this clause 7 to the extent of any inconsistency.
(p) CLAUSE 7A - NOTE ACKNOWLEDGEMENT
For the purposes of the Trust a new clause 7A is inserted in the
Master Trust Deed as follows:
7A. NOTE ACKNOWLEDGEMENT
7A.1 ISSUE OF NOTE ACKNOWLEDGEMENT
When a person has been entered in the Register as the holder
of A$ Notes, as soon as practicable (and in any event no
later than 5 Business Days or such shorter period specified
in the relevant Supplementary Terms Notice or as otherwise
agreed by the Trustee with the person or the Manager)
thereafter, the Trustee shall issue a Note Acknowledgement
to that person in respect of those A$ Notes. If the person
has been entered into the Register under a Note Transfer and
the transferor continues to retain a holding of A$ Notes,
the Trustee shall, within the same period stated above,
issue to the transferor a Note Acknowledgement in respect of
that retained holding of A$ Notes. No certificates will be
issued in respect of A$ Notes.
7A.2 NOTE ACKNOWLEDGEMENT NOT CERTIFICATE OF TITLE
A Note Acknowledgement shall not be a certificate of title
as to A$ Notes and the Register shall be the only conclusive
evidence of the ownership of A$ Notes and the entitlements
under them. A Note Acknowledgement cannot be pledged or
deposited as
Page 61
security nor can an A$ Note be transferred by delivery of
only a Note Acknowledgement.
7A.3 EXECUTION OF NOTE ACKNOWLEDGEMENT
Each Note Acknowledgement shall be signed on behalf of the
Trustee manually, or in facsimile by mechanical or
electronic means, by any Authorised Signatory of the
Trustee. If any Authorised Signatory of the Trustee whose
signature appears on a Note Acknowledgement dies or
otherwise ceases to be an Authorised Signatory before the
Note Acknowledgement has been issued, the Trustee may
nevertheless issue the Note Acknowledgement.
7A.4 MORE THAN ONE NOTE ACKNOWLEDGEMENT
If an A$ Noteholder wishes to receive more than one Note
Acknowledgement it shall return its Note Acknowledgement to
the Trustee and at the same time request in writing the
issue of a specified number of separate Note
Acknowledgements. Subject to clause 4.5, the Trustee shall
then cancel the original Note Acknowledgement and issue, in
lieu, separate Note Acknowledgements. A fee prescribed by
the Trustee (not exceeding $10 for each Note
Acknowledgement) shall be paid by the A$ Noteholder to the
Trustee.
7A.5 WORN OUT, DEFACED OR LOST NOTE ACKNOWLEDGEMENT
If any Note Acknowledgement is worn out or defaced then, on
production to the Trustee, the Trustee may cancel the same
and may issue a new Note Acknowledgement. If any Note
Acknowledgement is lost or destroyed then, on proof to the
satisfaction of the Trustee, and on such indemnity as the
Trustee may consider adequate having been given, a new Note
Acknowledgement shall be given to the person entitled to
such lost or destroyed Note Acknowledgement. An entry as to
the issue of the new Note Acknowledgement and of the
indemnity (if any) shall be made in the Register. A fee
prescribed by the Trustee (not exceeding $10) shall be paid
by the person requesting the new Note Acknowledgement to the
Trustee.
7A.6 JOINT HOLDINGS
If a single parcel of A$ Notes is held by more than one
person, only the person whose name stands first in the
Register in relation to that parcel of A$ Notes shall be
entitled to:
(a) be issued the relevant Note Acknowledgement and, if
applicable, a Marked Note Transfer;
(b) be given any notices; and
(c) be paid any moneys due in respect of such A$ Notes.
7A.7 DELIVERY OF NOTE ACKNOWLEDGEMENT
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A Note Acknowledgement may be sent to the relevant A$
Noteholder by mail or by personal delivery to the A$
Noteholder's address appearing in the Register and the Note
Acknowledgement so sent shall be at the risk of that A$
Noteholder.
(q) CLAUSE 8.5 - AUTHORISED INVESTMENT
For the purposes of Clause 8.5 of the Master Trust Deed, but subject
always to the right of substitution under clause 8, Authorised
Investments shall not include those investments specified in
paragraphs (a) and (c) of the definition of Authorised Investments in
the Master Trust Deed, namely:
(i) Loans secured by Mortgages, those Mortgages, other Related
Securities and Receivable Rights; and
(ii) other Receivables, Receivable Securities and Receivable Rights
approved by the Manager.
(r) CLAUSE 12.3(B) SALE NOTICE
For the purposes of clause 12.3(b) of the Master Trust Deed, a Sale
Notice may be delivered to the Trustee by the Approved Seller on or at
any time prior to the Expiry Time.
(s) CLAUSE 12.5(A)(III) - CONDITIONS PRECEDENT TO PURCHASE
For the purposes of clause 12.5(a)(iii) of the Master Trust Deed, the
following is a condition precedent to the giving of a Sale Notice:
(i) (CERTIFIED COPIES) Certified copies of the forms of each Mortgage
Insurance Policy, and the forms of the Receivable Agreements,
relating to the Purchased Receivables.
(t) CLAUSE 12.6(A)(VII) REPRESENTATIONS AND WARRANTIES
For the purposes of clause 12.6(a)(vii) of the Master Trust Deed, the
Approved Seller makes the following further representations and
warranties in relation to each Sale Notice.
(i) (ASSIGNABILITY) All consents required in relation to the
assignment of the Receivables specified in the Sale Notice and
the related Receivable Rights have been obtained. Those
Receivables and Receivable Rights are assignable.
(ii) (QUALITY OF TITLE) It is the sole, legal and beneficial owner of
the Receivables specified in the Sale Notice and the related
Receivable Rights. Those Receivables and the related Receivable
Rights, together with the interest of the Approved Seller under
the Relevant Documents, are owned by it free and clear of any
Security Interest (other than any Security Interest arising
solely as the result of any action taken by the Trustee in
connection with the Trust).
(iii) (ELIGIBLE RECEIVABLE) As at the relevant Cut-Off Date, each
Receivable which is specified in the Sale Notice is an Eligible
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Receivable. In relation to any related Receivable Security that
is required to be registered with any Government Agency and
which is not registered at its Cut-Off Date, it will be
registered.
(iv) (RECEIVABLE SECURITIES) Each Receivable and Receivable Security
which is specified in the Sale Notice and each Related Security
is legally valid, binding and enforceable against the relevant
Obligor(s) in all material respects except to the extent that it
is affected by laws relating to creditors rights generally, or
doctrines of equity.
(v) (SET OFF) Once equitably assigned to the Trustee, no Receivable
which is specified in the Sale Notice or related Receivable Right
will be subject to any right of rescission, set off, counterclaim
or similar defence.
(vi) (COMPLIANCE WITH LAWS) At the time each Receivable and Receivable
Security which is specified in the Sale Notice and each Related
Security was entered into and up to and including the Closing
Date, it complied in all material respects with applicable laws,
including, without limitation, where the Consumer Credit
Legislation applies, the Consumer Credit Legislation and the
performance by the Approved Seller of its obligations in respect
of each such Receivable, Receivable Security and Related Security
(including without limitation, its variation, discharge, release,
administration, servicing and enforcement) up to and including
the Closing Date complied in all material respects with
applicable laws including, without limitation, where the Consumer
Credit Legislation applied, the Consumer Credit Legislation.
(vii) (OWNERSHIP) In relation to each Receivable Security which is
specified in the Sale Notice, the relevant Obligor(s) is or are
the sole legal owner of the relevant Mortgaged Property and
registered as the sole proprietor(s) of the relevant Mortgaged
Property.
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(viii) (INSURANCE) Each Receivable which is specified in the Sale
Notice is the subject of a Mortgage Insurance Policy from a
Mortgage Insurer for the scheduled term of that Receivable for
the amount of that Receivable and which is not subject to the
Pool Policy. The sale of each such Receivable to the Trustee is
not contrary to the relevant Mortgage Insurance Policy. The
Approved Seller has not done or omitted to do anything which
might prejudicially affect or limit its rights or the rights of
the Trustee under or in respect of a Mortgage Insurance Policy
(including the payment of any premiums due under that Mortgage
Insurance Policy) to the extent that those rights relate to that
Receivable or the related Receivable Rights. On transfer to the
Trustee of equitable title to a Purchased Receivable:
(A) the Trustee will have the benefit of the relevant Mortgage
Insurance Policy for that Receivable; and
(B) the Approved Seller will procure that the Trustee receives
evidence of each Mortgage Insurer's acknowledgement of the
transfer.
(ix) (SOLVENCY OF MORTGAGE INSURER) The Approved Seller does not have
actual notice that any Mortgage Insurer under any Mortgage
Insurance Policy in relation to a Receivable is insolvent or will
be unable to pay a valid claim.
(x) (SOLVENCY OF OTHER INSURERS) The officers of the Approved Seller
who have responsibility for the transactions contemplated by the
Transaction Documents do not have actual notice that any insurer
under any insurance policy (other than a Mortgage Insurer under
any Mortgage Insurance Policy) in relation to a Receivable is
insolvent or will be unable to pay a valid claim.
(xi) (SELECTION PROCESS) There is no fraud, dishonesty, material
misrepresentation or negligence on the part of the Approved
Seller in connection with the selection and offer to the Trustee
of any Receivables or related Receivable Securities which is
specified in the Sale Notice.
(xii) (NO VOID TRANSACTIONS) The assignment of the Receivables which
are specified in the Sale Notice and Receivable Rights will not
be held by a court to be an undervalue transfer, a fraudulent
conveyance, or a voidable preference under any law relating to
insolvency.
(xiii) (SECURITY INTEREST) The sale, transfer and assignment of the
Approved Seller's interest in the Receivables which are specified
in the Sale Notice and the related Receivable Rights, will not
constitute a breach of any Relevant Document or the Approved
Seller's obligations or a default by the Approved Seller under
any Security Interest.
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(xiv) (RELEVANT DOCUMENTS) The Approved Seller holds in its possession
or control all Relevant Documents that relate to the Receivables
and the related Receivable Securities which are specified in the
Sale Notice necessary to register and enforce the provisions of
and the security created by the relevant Receivable Securities.
(xv) (SOLVENCY) The Approved Seller is solvent, is able to pay its
debts as and when they become due and payable and has no notice
of, nor taken any steps in relation to, any application or order
for its winding up or the appointment of a receiver or liquidator
to it or any of its assets.
(xvi) (NO RESCISSION, ETC) As at the Cut-Off Date, none of the
Receivables and none of the Receivable Securities which are
specified in the Sale Notice were satisfied, cancelled,
discharged or rescinded and the Mortgaged Property relating to
each relevant Receivable and Receivable Security had not been
released from the security of the relevant Receivable Securities.
(xvii) (INTEREST RATE) Except as specified in a Receivable Agreement,
a Receivable Security or the Sale Notice, and subject to
applicable laws, the interest rate for each such Receivable is
not subject to any limitation, no consent, additional memoranda
or other writing is required from the relevant Obligor to give
effect to a change in that rate and any change in that rate will
be effective on notice being given to that Obligor in accordance
with the terms of the relevant Receivable or Receivable Security.
(xviii) (COMPLIANCE WITH PROCEDURES) At the time each Receivable and
each Receivable Security which is specified in the Sale Notice
and each Related Security was entered into it complied in all
material respects with the Approved Seller's underwriting and
operations procedures, as agreed with the Manager.
(xix) (GOOD FAITH) Each Receivable and Receivable Security which is
specified in the Sale Notice and each Related Security was
entered into by the Approved Seller in good faith.
(xx) (ORDINARY COURSE OF BUSINESS) At the time each Receivable and
each Receivable Security which is specified in the Sale Notice
and each Related Security was entered into, it was not purchased
by the Approved Seller but was originated in the ordinary course
of the Approved Seller's business.
(xxi) (FIRST RANKING SECURITY) In respect of each Receivable and each
Receivable Security which is specified in the Sale Notice and
each Related Security, the Approved Seller has taken all
reasonably necessary steps to ensure that each related Mortgage
complies with the applicable legal requirements to
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be a first ranking Mortgage secured over land, subject to
registration in due course.
(xxii) (NO NOTICE OF BANKRUPTCY OR WINDING UP) At the time each
Receivable and each Receivable Security which is specified in the
Sale Notice and each Related Security was entered into at any
time prior to the Closing Date, the Approved Seller had not
received any notice of any insolvency, bankruptcy or liquidation
of the Obligor(s) or any guarantors or security providers (except
that if a Receivable is in Arrears but complies with the
Eligibility Criteria, the fact that it is in Arrears is not in
and of itself notice of insolvency) or any notice that any such
person did not have the legal capacity to enter into the relevant
Mortgage.
(XXIII) (NO WAIVER, ETC) As at the Cut-Off Date, none of the
Receivables and none of the Receivable Securities which is
specified in the Sale Notice and no Related Security had been
waived or altered, except in writing and as part of the Relevant
Documents.
(XXIV) (INFORMATION ON RECEIVABLES) All information provided by the
Approved Seller to the Trustee in connection with the
Receivables, the Receivable Securities and the Related Securities
was, when given, true and accurate in all material respects and
not misleading or deceptive and did not omit to state a material
fact necessary in order to make the statements therein in light
of the circumstances in which they were made not misleading or
deceptive.
(XXV) (NO KNOWLEDGE OF ADVERSE EVENT) As at the Cut-Off Date, the
Approved Seller was not aware of any circumstance or event that
may materially and adversely affect:
(A) the value or enforceability of any Receivable, Receivable
Security or Related Security; or
(B) the ability of the Approved Seller to perform its
obligations under the Transaction Documents.
(XXVI) (FAIR CONSIDERATION) The Approved Seller regards the
consideration paid for the Receivables specified in the Sale
Notice as fair and equals the outstanding principal of the
Receivables on the Closing Date (plus or minus $1,000).
(XXVII) (NO BREACH OF OBLIGATIONS) The Approved Seller is not in
breach of any obligation or agreement which has had or may have a
Material Adverse Effect.
(XXVIII) (DEPOSIT ACCOUNT) If the Approved Seller has required an
Obligor to establish a deposit account with it in relation to a
Receivable, the Approved Seller has done so for administrative
convenience only.
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(XXIX) (WAIVER OF SET-OFF) The Approved Seller's standard form of
Receivable Agreement includes a clause to the effect that the
relevant Obligor waives all rights of set-off as between the
Obligor and the Approved Seller.
(xxx) (AUSTRALIAN DOLLARS) Each Receivable is, at the Closing Date,
denominated and payable only in Australian dollars in Australia.
(u) CLAUSE 12.6(D)(II) - OFFER AND ACCEPTANCE
Clause 12.6(d)(ii) of the Master Trust Deed is amended by:
(i) deleting to the satisfaction of the Manager and the Trustee and
inserting (if capable of remedy to the satisfaction of the
Manager and the Trustee);
(ii) replacing "." at the end of sub-clause (G) with "; and"; and
(iii) inserting a new sub-clause (H) as follows:
(H) the Approved Seller shall indemnify the Trustee from and
against any and all damages, losses, claims, liabilities and
related costs and expenses including legal costs and
expenses on a full indemnity basis that the Trustee may
sustain or incur under the Consumer Credit Legislation as a
direct or indirect consequence of a breach of the Approved
Seller's representation and warranty under clause 6.2(h)(vi)
of the Supplementary Terms Notice, together with any
relevant break costs for which the Trustee is liable in
relation to the prepayment of any Hedge Agreement for the
Trust.
(v) CLAUSE 12.6(D)(V) - LIMIT ON DAMAGES
Clause 12.6(d)(v) of the Master Trust Deed is amended by adding the
following after the word "damages" in the last line:
except for a breach of the Approved Seller's representation and
warranty under clause 6.2(h)(vi) of the Supplementary Terms
Notice where, in addition, the Approved Seller will indemnify the
Trustee from and against any and all damages, losses, claims,
liabilities and related costs and expenses including legal costs
and expenses on a full indemnity basis the Trustee may sustain or
incur under the Consumer Credit Legislation as a direct or
indirect consequence of that breach.
(w) CLAUSE 12.7(A)(I) - APPROVED SELLER UNDERTAKINGS
For the purposes of clause 12.7(a)(i) of the Master Trust Deed, the
Approved Seller provides the following further undertaking:
(i) (MORTGAGE INSURANCE POLICY REQUIREMENTS) it will do, or refrain
from doing, at the direction of the Trustee or the Manager, such
acts and things as may be required under the relevant Mortgage
Insurance Policy which may only be done or not done (as the case
may be) by a credit provider for the purposes of the Consumer
Credit Legislation.
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(x) CLAUSE 14.9 - ACCOUNTING FOR MONEYS RECEIVED
Clause 14.9(a) of the Master Trust Deed shall be replaced by the
following:
The Manager will pay to, or to an account of the Trustee, within
2 Business Days of receipt, all moneys coming into its hands
belonging to the Trust or payable to the Trust.
(y) CLAUSE 14.10 - REUTERS
The Manager may prepare and arrange for the publication by
Reuters (or another customary electronic medium) of summary pool
performance data for the Trust in a format similar to that used
by other mortgage-backed securities or asset-backed securities
(as the case may be) in the Australian market. If it does, the
Manager shall provide a copy of the report as soon as practicable
after preparation to the Designated Rating Agencies. The report
shall include a statement agreed between the Manager and the
Trustee summarising the extent of the Trustee's liability under
the Trust.
(x) CLAUSE 14.20 - ADDITIONAL COVENANTS BY MANAGER
For the purposes of clause 14.20 of the Master Trust Deed, the
Manager shall also:
(i) (FILING) make all filings which the Manager is actually aware are
required in connection with the Trust or the Assets of the Trust
with any Governmental Agency in any jurisdiction;
(ii) (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 Trust and comply with all relevant
material laws in the relevant jurisdiction in carrying out such
duties and obligations;
(iii) (NOTIFICATION TO DESIGNATED RATING AGENCIES) notify the
Designated Rating Agencies that a Class of Notes has been fully
and finally redeemed when the aggregate Invested Amount of that
Class of Notes has been reduced to zero; and
(iv) (STEP-UP MARGIN) if a Step-Up Margin applies to any Note under
clause 4.9, not direct the Trustee to enter into or extend a
Transaction under an Interest Hedge (as defined in the relevant
Interest Hedge) unless the Manager is of the opinion that the
amounts payable by the provider of that Interest Hedge to the
Trustee in relation to the Transaction are calculated with
reference to that Step-Up Margin.
(aa) CLAUSE 16.1(C) - RETIREMENT BY MANAGER
Clause 16.1(c) of the Master Trust Deed shall be amended by replacing
the words fraud, negligence or wilful default in the second last and
last lines with the words breach of contract.
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(bb) CLAUSE 16.6 - TRUSTEE TO ACT AS MANAGER IF NO SUCCESSOR APPOINTED
Clause 16.6 of the Master Trust Deed shall be replaced with the
following:
(a) When a notice is given under clause 16.4 of this Master Trust
Deed, the Trustee shall be entitled to appoint some other
corporation to be the Manager of the Trust on any terms the
Trustee sees fit (including the amount of Manager's Fee that
would be payable to the replacement Manager at market rates)
provided that the terms of that appointment will not have an
adverse affect on the ratings of the Notes.
(b) Subject to paragraph (c) below, until a replacement Manager is
appointed under paragraph (a) above, the Manager must continue to
act as Manager and be entitled to the Manager's Fee while so
acting.
(c) If a replacement Manager is not appointed at the end of the
period of notice specified in a notice given under clause 16.4 of
this Master Trust Deed:
(i) the Trustee must itself perform the obligations and
functions which this Deed contemplates being performed by
the Manager, until a successor Manager is appointed in
accordance with this Deed and be entitled to the Manager's
Fee while so acting; and
(ii) the resignation of the Manager will become effective.
(cc) CLAUSE 17.2
For the purposes of this Trust clause 17.2 of the Master Trust Deed,
the following new paragraph (z) is inserted and the existing paragraph
(z) becomes paragraph (aa).
(CLEARING SYSTEMS) to lodge Notes, or arrange for Notes to be
lodged, with DTC, or a depository for DTC; and
(dd) CLAUSE 18.3 - TO ACT HONESTLY, DILIGENTLY AND PRUDENTLY
Clause 18.3 of the Master Trust Deed is amended by:
(i) replacing "." at the end of paragraph (j) with "; and"; and
(ii) inserting a new sub-clause (k) as follows:
(REMOVAL OF THE TRUSTEE'S AGENTS OR DELEGATES) as soon as
practicable in any event within 45 days' notice from the
Manager to do so, remove any agent or delegate of the
Trustee that breaches any obligation or duty imposed on
the Trustee under this Master Trust Deed or any other
Transaction Document in relation to the Trust provided
that the Manager reasonably believes such breach will have
a Material Adverse Effect.
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(ee) CLAUSE 21.1 - OPENING OF BANK ACCOUNTS
For the purposes of this Trust, clause 21.1(d) of the Master Trust
Deed is amended by:
(i) adding the words other than a Collection Account after the words
"if an Account" in line 1 of that clause; and
(ii) adding the following new clause 21.1(e):
(e) (CHANGE BANK ACCOUNTS) If a Collection Account is held with
a Bank which ceases to be an Approved Bank then the Manager
must direct the Trustee to, and the Trustee shall, as soon
as practicable, and in any event, within 2 days of receipt
of actual notice of that cessation;
(i) commence opening an account with an Approved Bank (the
NEW COLLECTION ACCOUNT); and
(ii) commence transferring funds standing to the credit of
the Collection Account to the New Collection Account,
and as soon as practicable (and in any event within 5
Business Days of receipt of actual notice of that
cessation) ensure that all funds standing to the credit
of the Collection Account have been transferred to the
New Collection Account.
(f) The Servicer shall do all things necessary to assist the
Manager and the Trustee to comply with their obligations
under this clause 21.1.
(ff) CLAUSE 23.9 - NO RESPONSIBILITY FOR SERVICER
Clause 23.9 of the Master Trust Deed shall be amended by replacing the
words the fraud, negligence or wilful default of in the second last
line with the words "a breach of contract by."
(gg) CLAUSE 28 - ASSET REGISTER
For the purposes of this Trust clause 28 of the Master Trust Deed is
deleted and a new clause 28 inserted as follows:
28. THE REGISTER
28.1 DETAILS TO BE KEPT ON REGISTER
The Trustee shall keep or cause to be kept a register with
respect to the Trust, on which shall be entered:
(a) the following information relating to the Trust:
(i) (NAME) the name of the Trust;
(ii) (CREATION) the date of the creation of the Trust;
(b) the following information relating to each A$ Note issued in
relation to the Trust:
(iii) (CLASS) the Class of that A$ Note;
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(iv) (NOTE ISSUE DATES) its Note Issue Date;
(v) (INITIAL INVESTED AMOUNT) the total Initial Invested
Amount of all A$ Notes of the same Class and the total
Initial Invested Amount of all A$ Notes;
(vi) (INVESTED AMOUNT) its Invested Amount from time to
time;
(vii) (STATED AMOUNT) its Stated Amount from time to time;
(viii) (SUPPLEMENTARY TERMS) details of any supplementary
terms applicable to it;
(ix) (DATE OF ENTRY) the date on which a person was entered
as the holder of that A$ Note;
(x) (DATE OF CESSATION) the date on which a person ceased
to be a holder of that A$ Note;
(xi) (DETAILS) where applicable, Payment Dates, Principal
Amortisation Dates, Maturity Dates and Margin on that
A$ Note; and (xii) (PAYMENTS) a record of each payment
made in respect of that A$ Note, and
(c) the following information relating to each A$ Noteholder:
(xiii) (DETAILS OF NOTEHOLDERS) that A$ Noteholder's name
and address;
(xiv) (NUMBER OF A$ NOTES) the number of A$ Notes in each
Class held by that A$ Noteholder;
(A) (NOTE ACKNOWLEDGEMENT) the serial number of each Note
Acknowledgement issued to that A$ Noteholder and the
number and Class of the A$ Notes to which that Note
Acknowledgement relates;
(B) (ACCOUNT) the account to which any payments due to that
A$ Noteholder are to be made (if applicable);
(C) (TAX FILE NUMBER) a record of whether the Trustee has
or has not received the tax file number (TFN), ABN or
reason for TFN exemption, in respect of that A$
Noteholder; and
(D) (ADDITIONAL INFORMATION) such other information as:
(i) is required by the Supplementary Terms Notice;
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(ii) the Trustee considers necessary or desirable; or
(iii) the Manager reasonably requires.
28.2 ASSET REGISTER
The Trustee shall keep or cause to be kept an asset register with
respect to the Trust, in which shall be entered the Authorised
Investments and other Assets of the Trust (other than Purchased
Receivables and the related Receivable Rights) entered into the
relevant asset register on an individual basis.
28.3 PLACE OF KEEPING REGISTER, COPIES AND ACCESS
The Register shall be:
(a) (PLACE KEPT) kept at the Trustee's principal office in
Sydney or at such place as the Trustee and the Manager may
agree;
(b) (ACCESS TO MANAGER AND AUDITOR) open to the Manager and the
Auditor of the Trust to which it relates to inspect during
normal business hours;
(c) (INSPECTION BY A$ NOTEHOLDERS) open for inspection by A$
Noteholders during normal business hours but only in respect
of information relating to that A$ Noteholder or the Class
of A$ Notes in respect of which that A$ Noteholder is a
Noteholder; and
(d) (NOT FOR COPYING) unavailable to be copied by any person
(other than the Manager) except in compliance with such
terms and conditions (if any) as the Manager and Trustee in
their absolute discretion nominate from time to time.
28.4 DETAILS ON REGISTER CONCLUSIVE
(a) (RELIANCE ON REGISTER) The Trustee shall be entitled to rely
on the Register in clause 28.1 as being a correct, complete
and conclusive record of the matters set out in it at any
time and whether or not the information shown in the
Register is inconsistent with any other document, matter or
thing.
(b) (NO TRUSTS ETC) The Trustee shall not be obliged to enter on
the Register notice of any trust, Security Interest or other
interest whatsoever in respect of any Note and the Trustee
shall be entitled to recognise person named in the Register
as the A$ Noteholder and the absolute owner of relevant A$
Notes and the Trustee shall not be bound or affected by any
trust affecting the ownership of any A$ Note unless ordered
by a court or required by statute.
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(c) (REGISTER NOT TO BE SIGNED) The Trustee shall ensure that it
does not sign or otherwise execute any entry in a Register.
28.5 CLOSING OF REGISTER
The Trustee may:
(a) without prior notice to any Noteholder close the Register
established under clause 28.1:
(i) in relation to all A$ Notes, each period from the close
of business (Sydney time) on the Business Day preceding
each Payment Date in respect of such A$ Notes to close
of business on that Payment Date; or
(ii) when required for the Auditor to conduct any audit in
relation to the Trust; or
(b) with prior notice to each A$ Noteholder, close the Register
for other periods not exceeding 30 days (or such other
period of time as agreed between the Trustee and the
Manager, with the approval of an Extraordinary Resolution of
the relevant Class of A$ Noteholders), in aggregate, in any
calendar year.
28.6 ALTERATION OF DETAILS ON REGISTER
On the Trustee being notified of any change of name or address or
payment or other details of any A$ Noteholder by that A$
Noteholder, the Trustee shall alter the Register accordingly, as
soon as reasonably practicable (and in any event within 5
Business Days of receipt of that notice).
28.7 CERTIFICATION OF REGISTER
If:
(a) an entry is omitted from the Register;
(b) an entry is made in the Register otherwise than in
accordance with the Master Trust Deed or this Supplementary
Terms Notice;
(c) an entry wrongly exists in the Register;
(d) there is an error, omission, misdescription or defect in any
entry in the Register; or
(e) default is made or unnecessary delay takes place in entering
in the Register that any person has ceased to be the holder
of any A$ Notes,
the Trustee shall rectify the same upon becoming aware of it.
28.8 CORRECTNESS OF REGISTER
Neither the Manager nor the Trustee shall be liable for any
mistake in the Register or in any purported copy except to the
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extent that the mistake is attributable to its fraud, negligence
or breach of trust.
28.9 MANAGER MUST PROVIDE INFORMATION
The Manager must provide the Trustee and any person appointed in
accordance with clause 28.10 with such information as the Trustee
or that other person may reasonably require to maintain the
Register.
28.10 THIRD PARTY REGISTRAR
The Trustee may cause the Register to be maintained by a third
party on its behalf and require that person to discharge the
Trustee's obligations under the Master Trust Deed and this
Supplementary Terms Notice in relation to the Register.
(hh) CLAUSE 29 - MEETINGS OF NOTEHOLDERS
For the purposes of the Trust, clause 29 of the Master Trust Deed is
deleted and a new clause 29 inserted as follows:
29.1 US$ NOTEHOLDERS
(a) Any proposal requiring the consent of US$ Noteholders will
be determined in accordance with the Note Trust Deed.
(b) The provisions of this clause 29, other than this clause
29.1, shall not apply to US$ Notes.
29.2 CONVENING OF MEETINGS BY TRUSTEE AND MANAGER
(a) The Trustee or the Manager may at any time convene a meeting of
the A$ Noteholders or of a Class or Classes of A$ Noteholders.
(b) A$ Noteholders, who together hold A$ Notes with an aggregate
Invested Amount of not less than 20% of the total Invested
Amounts of all A$ Notes in the relevant Class or Classes or
Notes, may at any time convene a meeting of the relevant Class or
Classes of A$ Noteholders (as the case may be).
29.3 NOTICE OF MEETINGS
(a) (PERIOD OF NOTICE) Subject to clause 29.3(b) at least 7 days'
notice (inclusive of the day on which the notice is given and of
the day on which the meeting is held) of a meeting of a Class or
Classes of A$ Noteholders (as the case may be) shall be given to
all A$ Noteholders in the relevant Class or Classes of A$
Noteholders.
(b) (SHORT NOTICE) Notwithstanding clause 29.3(a), if it is so agreed
by a majority in number of the Class or Classes of A$ Noteholders
(as the case may be) (as the case may be) having the right to
attend and vote at a
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meeting, being a majority that together hold at least 95% of the
then outstanding A$ Notes in the relevant Class or Classes of A$
Notes, a resolution may be proposed and passed at a meeting of
which less than 7 days' notice has been given.
(c) (FAILURE TO GIVE NOTICE) The accidental omission to give notice
to or the non-receipt of notice by a Noteholder shall not
invalidate the proceedings at any meeting.
(d) (COPIES) A copy of a notice convening a meeting shall be given by
the Trustee or the Manager (whichever is convening the meeting)
to the other, and also to the Beneficiary and the Designated
Rating Agencies. Failure to give such a notice in accordance with
this clause shall invalidate the meeting unless the party who has
not received the notice waives the invalidation.
(e) (METHOD OF GIVING NOTICE) Notice of a meeting shall be given in
the manner provided in this deed.
(f) (CONTENTS OF A NOTICE) Notice of a meeting of any Class or
Classes of A$ Noteholders shall specify:
(i) (TIME ETC) the day, time and place of the proposed meeting;
(ii) (AGENDA) the agenda of the business to be transacted at the
meeting;
(iii) (PROPOSED RESOLUTION) the terms of any proposed resolution;
(iv) (CLOSING OF REGISTER) that the persons appointed to
maintain the relevant Register, for the purpose of
determining those entitled to attend, may not register any
Note Transfer relating to A$ Notes in the relevant Class or
Classes for the period of 2 Business Days prior to the
meeting;
(v) (APPOINTMENT OF PROXIES) that appointments of proxies must
be lodged no later than 24 hours prior to the time fixed
for the meeting; and
(i) (ADDITIONAL INFORMATION) such additional information as the
person giving the notice thinks fit.
29.4 CHAIRPERSON
The Trustee may nominate a person to be chairperson of a meeting
which has been convened by the
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Trustee or the Manager. The chairperson need not be an A$
Noteholder and may be a representative of the Trustee. If such a
person is not present or is present but unwilling to act, then
the relevant Class or Classes of A$ Noteholders (as the case may
be) present may choose an A$ Noteholder to be the chairperson.
29.5 QUORUM
At any meeting any two or more persons present in person being
either of the relevant Class or Classes of A$ Noteholders (as the
case may be) or a Representative, holding or representing, A$
Notes in the relevant Class, with an aggregate Invested Amount of
not less than 75% of the Invested Amounts of all A$ Notes
outstanding in that Class shall form a quorum for the transaction
of business and no business (other than the choosing of a
chairperson) shall be transacted at any meeting unless the
requisite quorum is present at the commencement of business.
29.6 ADJOURNMENT
(a) (QUORUM NOT PRESENT) If within 15 minutes from the time
appointed for any meeting a quorum is not present, the
meeting shall stand adjourned (unless the Trustee agrees
that it be dissolved) for such period, not being less than 7
days nor more than 42 days, as may be appointed by the
chairperson. At such adjourned meeting two or more persons
present in person being either of the relevant Class or
Classes of A$ Noteholders (as the case may be) or a
Representative, holding or representing, A$ Notes in the
relevant Class, with an aggregate Invested Amount of not
less than 50% of the Invested Amounts of all A$ Notes
outstanding in that Class shall form a quorum and shall have
the power to pass any resolution and to decide on all
matters which could properly have been dealt with at the
meetings from which the adjournment took place had a quorum
been present at such meeting.
(b) (ADJOURNMENT OF MEETING) The chairperson may with the
consent of (and shall if directed by) any meeting adjourn
the same from time to time and from place to place but no
business shall be transacted at any adjourned meeting except
business which might lawfully have been transacted at the
meeting from which the adjournment took place.
(c) (NOTICE OF ADJOURNED MEETING) At least 5 days' notice of any
meeting adjourned through want of a quorum shall be given in
the same manner as for the original meeting and such notice
shall state the quorum required at such adjourned meeting.
It shall not,
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however, otherwise be necessary to give any notice of an
adjourned meeting.
29.7 VOTING PROCEDURE
(a) (SHOW OF HANDS) Every resolution submitted to a meeting
shall be decided in the first instance by a show of hands
and, in case of equality of votes, the chairperson shall
both on a show of hands and on a poll have a casting vote in
addition to the vote or votes (if any) to which he or she
may be entitled as an A$ Noteholder or as a Representative.
(b) (DECLARATION) At any meeting, unless a poll is (before or on
the declaration of the result of the show of hands)
demanded, a declaration by the chairperson that a resolution
has been carried by a particular majority or lost or not
carried by any particular majority is conclusive evidence of
the fact without proof of the number or proportion of the
votes recorded in favour of or against such resolution.
(c) (POLL) If at any meeting a poll is demanded by the
chairperson, the Trustee or the Manager or by one or more
persons being either of the relevant Class or Classes of A$
Noteholders (as the case may be) or a Representative,
holding or representing, A$ Notes in the relevant Class,
with an aggregate Invested Amount of not less than 2% of the
Invested Amounts of all A$ Notes outstanding in that Class,
it shall be taken in such manner and (subject to this
clause) either at once or after such an adjournment as the
chairperson directs and the result of such poll shall be
deemed to be the resolution of the meeting at which the poll
was demanded as at the date of the taking of the poll. The
demand for a poll shall not prevent the continuance of the
meeting for the transaction of any business other than the
question on which the poll has been demanded. The demand for
a poll may be withdrawn.
(d) (NO ADJOURNMENT) Any poll demanded at any meeting on the
election of a chairperson or on any question of adjournment
shall be taken at the meeting without adjournment.
(e) (VOTES) Subject to clause 29.7(a), at any meeting:
(i) on a show of hands, every person present being an A$
Noteholder in respect of the relevant Class or Classes
of A$ Notes holding, or being a Representative holding
or representing, then outstanding $A Notes of the
relevant Class or Classes (as the case may be) shall
have one vote; and
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(ii) on a poll, every person present shall have one vote for
each $A Note of the relevant Class or Classes (as the
case may be) then outstanding that he or she holds or
in respect of which he or she is a Representative as
stated in the relevant Register at the date the notices
are dispatched to the relevant A$ Noteholders for the
meeting.
Any person entitled to more than one vote need not use all
his or her votes or cast all his or her votes to which he or
she is entitled in the same way.
29.8 RIGHT TO ATTEND AND SPEAK
The Trustee, the Manager and the relevant Beneficiary (through
their respective representatives) and their respective financial
and legal advisers shall be entitled to attend and speak at any
meeting of the A$ Noteholders or any Class (as the case may be).
No person shall otherwise be entitled to attend or vote at any
meeting of the A$ Noteholders or any Class (as the case may be)
unless he or she holds outstanding A$ Notes of the relevant Class
or is a Representative holding , or representing the holder of,
A$ Notes of the relevant Class.
29.9 APPOINTMENT OF PROXIES
(a) (REQUIREMENTS) Each instrument appointing a proxy shall be
in writing and, together (if so required by the Trustee)
with proof satisfactory to the Trustee of its due execution,
shall be deposited at the registered office of the Trustee
or at such other place as the Trustee shall designate or
approve not less than 24 hours before the time appointed for
holding the meeting or adjourned meeting at which the named
proxy proposes to vote and in default, the instrument or
proxy shall be treated as invalid unless the chairperson of
the meeting decides otherwise before such meeting or
adjourned meeting proceeds to business. A notarially
certified copy proof (if applicable) of due execution shall
if required by the Trustee be produced by the proxy at the
meeting or adjourned meeting but the Trustee shall not be
obliged to investigate or be concerned with the validity of
the instrument, or the authority of, the proxy named in any
such instrument. Any person may act as a proxy whether or
not that person is an A$ Noteholder.
(b) (PROXY REMAINS VALID) Any vote given in accordance with the
terms of an instrument of proxy conforming with clause
29.9(a) shall be valid notwithstanding the previous death or
insanity of the principal, revocation or amendment of the
proxy or of
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any of the A$ Noteholder's instructions under which it was
executed, so long as no intimation in writing of such death,
insanity, revocation or amendment is received by the Trustee
at its registered office or by the chairperson of the
meeting in each case not less than 24 hours before the
commencement of the meeting or adjourned meeting at which
the proxy is used.
29.10 CORPORATE REPRESENTATIVES
A person authorised under section 250D of the Corporations Law,
by an A$ Noteholder being a body corporate, to act for it at any
meeting shall, in accordance with his or her authority until his
or her authority is revoked by the body corporate concerned, be
entitled to exercise the same powers on behalf of that body
corporate as that body corporate could exercise if it were an
individual A$ Noteholder and shall be entitled to produce
evidence of his or her authority to act at any time before the
time appointed for the holding of or at the meeting or adjourned
meeting or for the taking of a poll at which he proposes to vote.
29.11 RIGHTS OF REPRESENTATIVES
A Representative of an A$ Noteholder shall have the right to
demand or join in demanding a poll and shall (except and to the
extent to which the Representative is specially directed to vote
for or against any proposal) have power generally to act at a
meeting for that A$ Noteholder. The Trustee, the Manager and any
officer of the Trustee and the Manager may be appointed a
Representative.
29.12 POWERS OF A MEETING OF A$ NOTEHOLDERS
(a) (POWERS) Subject to the Security Trust Deed (and in
particular any power of the Note Trustee and the Class A-3
Noteholders to override the decisions of either or both of
the Class B Noteholders and the Class C Noteholders), a
meeting of all or any Class A$ Noteholders shall, without
prejudice to any rights or powers conferred on other persons
by the Transaction Documents, only have power to do the
following exercisable by Extraordinary Resolution:
(i) to sanction any action that the Trustee, the Manager or
the relevant Servicer proposes to take to enforce the
provisions of any Transaction Document;
(ii) to sanction any proposal by the Manager, the Trustee or
the relevant Servicer for any modification, abrogation,
variation or compromise of, or arrangement in respect
of, the rights of the relevant Class or Classes of
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A$ Noteholders against the Trustee, the Manager, an
Approved Seller or the relevant Servicer whether such
rights arise under any Transaction Document or
otherwise;
(iii) to sanction the exchange or substitution of the
relevant Class or Classes of A$ Notes for, or the
conversion of the relevant Class or Classes of A$ Notes
into, other obligations or securities of the Trustee or
any other body corporate formed or to be formed;
(iv) under clause 33.2 of the Master Trust Deed, to consent
to any alteration, addition or modification of any
Transaction Document which shall be proposed by the
Trustee or the Manager;
(v) to discharge or exonerate the Trustee, the Manager, an
Approved Seller or the relevant Servicer from any
liability in respect of any act or omission for which
it may become responsible under any Transaction
Document;
(vi) to authorise the Trustee, the Manager, the relevant
Servicer or any other person to concur in and execute
and do all such documents, acts and things as may be
necessary to carry out and give effect to any
Extraordinary Resolution; and
(vii) to exercise any other power expressly granted under
the Supplementary Terms Notice.
(b) (NO POWER) No meeting of the Class A$ Noteholders shall have
power to, nor shall any resolution submitted to the meeting
propose or have the effect of:
(i) removing the Servicer or the Manager from office;
(ii) interfering with the management of the Trust;
(iii) winding up or terminating the Trust (except as
contemplated by clause 29.12(a)(vii));
(iv) altering the Authorised Investments of the Trust;
(v) amending any Transaction Document (except as
contemplated by clause 29.12(a)); or
(vi) altering the Interest Payment Dates, Principal Payment
Dates, Interest, Principal Entitlements or the other
terms of the
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Supplementary Terms Notice (subject to clause
29.12(a)(iii)).
29.13 EXTRAORDINARY RESOLUTION BINDING ON A$ NOTEHOLDERS
An Extraordinary Resolution passed at a meeting of any Class or
Classes of A$ Noteholders duly convened and held in accordance
with this deed shall be binding on all of the relevant Class or
Classes of A$ Noteholders whether or not present at such meeting.
Each such A$ Noteholder, the Trustee and the Manager shall be
bound to give effect to that resolution accordingly.
29.14 MINUTES AND RECORDS
Minutes of all resolutions and proceedings at every meeting of
any Class of A$ Noteholders shall be made and duly entered in the
books to be from time to time provided for that purpose by the
Trustee and any such minutes purporting to be signed by the
chairperson of the meeting at which such resolutions were passed
or proceedings transacted or by the chairperson of the next
succeeding meeting of that Class of A$ Noteholders shall be
conclusive evidence of those matters and until the contrary is
proved every such meeting in respect of the proceedings of which
minutes have been made and signed shall be deemed to have been
duly convened and held and all resolutions passed or proceedings
transacted at such meeting to have been duly passed and
transacted.
29.15 WRITTEN RESOLUTIONS
Notwithstanding the preceding provisions of this clause 29, a
resolution of a Class or Classes of A$ Noteholders (including an
Extraordinary Resolution) may be passed, without any meeting or
previous notice being required, by an instrument or instruments
in writing which has or have:
(a) in the case of a resolution (including an Extraordinary
Resolution) of the relevant Class or Classes of A$
Noteholders (as the case may be), been signed by all of the
A$ Noteholders in the relevant Class or Classes of Class A$
Noteholders; and
(b) any such instrument shall be effective on presentation to
the Trustee for entry in the records referred to in clause
29.14.
29.16 FURTHER PROCEDURES FOR MEETINGS
Subject to all other provisions contained in this deed, the
Trustee may, without the consent of any A$ Noteholders, prescribe
such further regulations regarding the holding of any meetings of
any or all Classes of A$ Noteholders and attendance and voting at
such meetings as the Trustee may, with the agreement of the
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Manager, determine including particularly (but without prejudice
to the generality of the above) such regulations and requirements
as the Trustee thinks reasonable:
(a) (ENTITLEMENT TO VOTE) so as to satisfy itself that persons
who purport to attend or vote at any meeting of any A$
Noteholders are entitled to do so in accordance with this
deed; and
(b) (FORMS OF REPRESENTATIVE) as to the form of appointment of a
Representative,
but the Trustee may not decrease the percentage of a Class or
Classes of A$ Noteholders required to pass an Extraordinary
Resolution or an ordinary resolution.
(ii) CLAUSE 32 - PAYMENTS GENERALLY
For the purpose of the Trust clause 32 is amended as follows:
(i) Clause 32.1 of the Master Trust Deed is deleted and replaced with
the following.
32.1 PAYMENTS TO NOTEHOLDERS
(a) Any payment made by or on behalf of the Trustee in respect
of any US$ Note shall be made in accordance with the
relevant Supplementary Terms Notice, the relevant Note Trust
Deed and the relevant Agency Agreement;
(b) Any payment made by or on behalf of the Trustee in respect
of any A$ Note shall be made to the person whose name is, on
the Record Date, entered in the Register as the holder of
the relevant A$ Note (or in the case of joint A$
Noteholders, to the person whose name first appears in the
Register).
(ii) Clause 32.2 of the Master Trust Deed is deleted and replaced with
the following.
32.2 MANAGER TO ARRANGE PAYMENTS
The Trustee will:
(a) prepare or cause to be prepared all cheques which are
to be issued to A$ Noteholders and to Beneficiaries and
stamp the same as required by law; or
(b) otherwise arrange payments under clause 32.7.
The Trustee will sign (by autographical, mechanical or other
means) cheques for despatch on the day on which they ought
to be despatched.
(iii) Clause 32.4 of the Master Trust Deed is deleted and replaced
with the following.
32.4 PAYMENT GOOD DISCHARGE
There is a full satisfaction of the moneys payable under an
A$ Note, and a good discharge to the Trustee, the Manager or
the
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Servicer (as the case may be) in relation to that A$ Note,
when the cheque is despatched by post in accordance with
clause 32.2(a) or, if not posted, delivered to the A$
Noteholder or as directed by the A$ Noteholder. None of the
Trustee, the Manager or the Servicer shall be responsible
for any moneys which are not credited to the bank account of
an A$ Noteholder or a Beneficiary if the Trustee's bank has
been instructed to effect the direct transfer referred to in
clause 32.7(c).
There is a full satisfaction of the moneys payable under a
US$ Note, and a good discharge to the Trustee, the Manager
or the Servicer (as the case may be) in relation to that US$
Note, when so provided under the Note Trust Deed.
(iv) Clause 32.6 of the Master Trust Deed is deleted and replaced with
the following.
32.6 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 - A$ NOTES) All payments in
respect of the A$ 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 A$ Notes subject to any withholding or deduction
for, or on account of, any present or future taxes,
duties or charges of whatever nature. In the event the
Trustee or the person making payments on behalf of the
Trustee (as the case may be) makes such payment after
such withholding or deduction has been made, the
Trustee or the person making such payments on behalf of
the Trustee (as the case may be) shall account to the
relevant authorities for the amount so required to be
withheld or deducted and neither the Trustee nor any
person making payments on behalf of the Trustee( as the
case may be) will be obliged to make any additional
payments to A$ Noteholders in respect of that
withholding or deduction.
(c) (INTEREST WITHHOLDING TAX - US$ NOTES) Payments on US$
Notes by or on behalf of the Trustee will be made
subject to deduction for any Interest Withholding Tax
and all other withholdings and deductions referred to
in Condition 7. In the event the Trustee or the person
making payments on behalf of the Trustee (as the case
may be) makes such payment after such withholding or
deduction has been made, the Trustee or the person
making such payments on behalf of the
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Trustee (as the case may be) shall account to the
relevant authorities for the amount so required to be
withheld or deducted and neither the Trustee nor any
person making payments on behalf of the Trustee (as the
case may be) will be obliged to make any additional
payments to US$ Noteholders in respect of that
withholding or deduction.
(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 A$
Note to each A$ Noteholder who has or is required to
have a Tax File Number or an Australian Business Number
or an exemption (as the case may be) at the highest
personal marginal tax rate unless the Trustee receives
from such A$ Noteholder the Tax File Number of that A$
Noteholder, the Australian Business Number of that A$
Noteholder or evidence of any exemption the A$
Noteholder may have from the need to advise the Trustee
of a Tax File Number. The Tax File Number, Australian
Business Number or appropriate evidence (as the case
may be) must be received by the Trustee not less than
ten Business 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
A$ Notes at that highest personal marginal tax rate if
no Tax File Number, Australian Business Number or
exemption (as the case may be) is provided.
(v) A new Clause 32.7 is inserted into the Master Trust Deed as
follows.
32.7 PAYMENT METHODS - A$ NOTES
Any moneys payable by the Trustee, the Manager or the
Servicer to an A$ Noteholder or to a Beneficiary under this
Master Trust Deed and the relevant Supplementary Terms
Notice shall be paid by the Trustee in Sydney or if the
Trustee elects may be paid by:
(a) (CHEQUE) crossed not negotiable cheque in favour of the
A$ Noteholder or the Beneficiary (as the case may be)
and despatched by post to the address of the A$
Noteholder shown in the Register on the Record Date or
to the address of the Beneficiary for the purposes of
clause 31;
(b) (ELECTRONIC TRANSFER) electronic transfer through
Austraclear;
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(c) (DIRECT PAYMENT) by direct transfer to a designated
account of the A$ Noteholder or the Beneficiary held
with a bank or other financial institution in
Australia; or
(d) (OTHER AGREED MANNER) any other manner specified by the
A$ Noteholder or the Beneficiary (as the case may be)
and agreed to by the Manager and the Trustee.
(jj) CLAUSE 33.14
For the purposes of clause 30.12 of the Master Trust Deed, insert a
new paragraph (j) as follows and renumber the existing paragraph (j)
as paragraph (k):
(j) (FOR ACTS OF NOTE Registrar) for any act, omission or
default of any Note Registrar appointed under the relevant
Agency Agreement or Note Trust Deed, in relation to its
duties and obligations under the relevant Agency Agreement
or Note Trust Deed, except where the Note Registrar is the
Trustee.
6.3 AMENDMENTS TO THE SERVICING AGREEMENT
The Servicing Agreement is amended for the purpose of the trust as
follows:
(a) Clause 5.2(a) is amended by replacing the words on the Remittance
Date for that Collection Period with the words on or before the
expiration of five (5) Business Days from receipt by the
Servicer.
(b) Clause 5.2(b)(ii) is amended by replacing the words five Business
Days following receipt by the Servicer with the words immediately
upon receipt by the Servicer.
7. CALL AND TAX REDEMPTION
--------------------------------------------------------------------------------
7.1 CALL
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 in accordance with, in the case of the US$
Notes, Condition 12 and in the case of the Class A-3 Notes, in
accordance with the terms of this Supplementary Terms Notice and the
Master Trust Deed, purchase or redeem all, but not some only of the
Class A Notes by repaying the Invested Amount, or, if the Class A
Noteholders, by Extraordinary Resolution of the Class A Noteholders so
agree, the Stated Amount, 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 Total Stated Amount of
all Notes is equal to or less than 10% of the aggregate of the
Initial Invested Amount of all Notes; and
(b) (i) in the case of Class A-1 Notes, the Quarterly Payment Date
falling in April 2008;
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(ii) in the case of Class A-2 Notes, the Quarterly Payment Date
falling in April 2008; or
(iii) in the case of Class A-3 Notes, the Quarterly Payment Date
falling in April 2008,
provided that 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 Class A Notes
(at their Invested Amount or their Stated Amount if so agreed by the
Class A Noteholders) and any amounts which would be required under the
Security Trust Deed to be paid in priority or pari passu with the
Class A Notes if the security for the Notes were being enforced.
7.2 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 or the Currency Swap any amount for or on
account of any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by 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 Purchased Receivables for a Collection Period ceases
to be receivable (whether or not actually received) by the
Trustee during such Collection Period,
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 the Note Trustee all its liabilities in respect of the
Class A Notes (at their Invested Amount or if the Class A Noteholders
have agreed by Extraordinary Resolution and have so notified the
Trustee and the Manager not less than 21 days before such Quarterly
Payment Date, at their Stated Amount) and any amounts which would be
required under the Security Trust Deed to be paid in priority or pari
passu with the Class A 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 Noteholders in accordance with Condition 12 redeem all,
but not some only, of the Class A Notes at their Invested Amount (or,
if the Class A Noteholders by Extraordinary Resolution have so agreed,
at their Stated Amount) together with accrued interest to (but
excluding) the date of redemption on any subsequent Quarterly Payment
Date, provided that the Class A Noteholders may by Extraordinary
Resolution elect, and shall 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 Class A Notes.
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8. SUBSTITUTION OF PURCHASED RECEIVABLES
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8.1 APPROVED SELLER SUBSTITUTION
(a) The Trustee must, at the direction of the Manager (at the
Manager's option), at any time replace a Receivable of the Trust
which has been repurchased by the Approved Seller under clause
12.6(d) of the Master Trust Deed using the funds received from
the repurchase to purchase a substitute Eligible Receivable from
the Approved Seller, if available.
(b) The Approved Seller may elect to sell a substitute Receivable to
the Trustee (which the Trustee shall acquire if it is directed by
the Manager to do so), provided the substitute Receivable
satisfies the following requirements:
(i) it complies with the Eligibility Criteria;
(ii) at the time of substitution, the substitute Receivable has
a maturity date no later than the date being 2 years prior
to the Final Maturity Date;
(iii) the substitution will not adversely affect the Rating;
(iv) the relevant Mortgage Insurer has confirmed that the
substitute Receivable is covered by the relevant Mortgage
Insurance Policy; and
(v) it is selected by the Manager in accordance with clause
8.3.
8.2 OTHER SUBSTITUTIONS
The Trustee must, at the direction of the Manager (at the Manager's
option), at any time:
(a) replace a Mortgage relating to a Purchased Receivable;
(b) allow an Obligor to replace the Mortgaged Property secured by
such a Mortgage; or
(c) allow an Obligor to refinance a Purchased Receivable to purchase
a new Mortgaged Property,
provided that all of the following conditions are met:
(i) the same Obligor or Obligors continue to be the Obligor or
Obligors under the replacement Mortgage and that Purchased
Receivable or refinanced Receivable (as the case may be);
(ii) either the replacement Mortgage, or the replacement Mortgaged
Property, do not result in the relevant Purchased Receivable
failing to comply with the Eligibility Criteria or the
refinanced Receivable satisfies the Eligibility Criteria (as
the case may be);
(iii) any such replacement or refinancing occurs simultaneously with
the release of the previous Mortgage, Mortgaged Property or
Receivable (as the case may be);
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(iv) the principal outstanding under the relevant Receivable is,
after the replacement or refinancing, the same as before that
replacement or refinancing; and
(v) clause 8.3 applies.
8.3 SELECTION CRITERIA
The Manager will apply the following criteria (in descending order of
importance) when selecting a substitute Eligible Receivable under
clause 8.1 or approving a substitution under clause 8.2:
(i) the substitute Eligible Receivable will have an Unpaid Balance
within A$30,000 of the outgoing Eligible Receivable's Unpaid
Balance, as determined at the time of substitution;
(ii) an outgoing owner-occupied or investment Mortgage will be
replaced by another owner-occupied or investment Mortgage (as
the case may be);
(iii) the substitute Eligible Receivable will have a then current LVR
no more than five per cent (5%) greater than the outgoing
Eligible Receivables then current LVR, as determined at the time
of substitution;
(iv) an outgoing Eligible Receivable will be substituted by another
Eligible Receivable with a security property located in the same
State or Territory;
(v) an outgoing Eligible Receivable will be substituted by another
Eligible Receivable with a security property with the same or
similar postcode; and
(vi) in the case of substitution under clause 8.1, the substitute
Eligible Receivable will have the closest original loan amount
to that of the outgoing Eligible Receivable.
The Trustee is entitled to rely on the information provided by the
Manager in this regard.
9. APPLICATION OF THRESHOLD RATE
--------------------------------------------------------------------------------
9.1 CALCULATION OF THRESHOLD RATE
If at any time the Basis Swap is terminated, the Manager must, on each
of:
(a) the earlier of:
(i) the date which is 3 Business Days following the date on
which the Basis Swap is terminated; and
(ii) the Determination Date immediately following the date on
which the Basis Swap is terminated; and
(b) each successive Determination Date for so long as the Basis Swap
has not been replaced by a similar Hedge Agreement or until the
Trustee
Page 89
and the Manager otherwise agree (and the Designated Rating Agency
for each Class of Notes has confirmed in writing that that
agreement would not result in a downgrading of the rating given
to any relevant Note or the withdrawal of the rating of any
relevant Note),
calculate the Threshold Rate as at that date and notify the Trustee,
the Servicer and the Approved Seller of that Threshold Rate on the
relevant Payment Date.
9.2 SETTING THRESHOLD RATE
If the Servicer is notified of a Threshold Rate under clause 9.1, it
will, not more than 7 Business Days following the date on which the
Basis Swap is terminated, ensure that the interest rate payable on
each Purchased Receivable which is subject to a variable rate is set
not less than the Threshold Rate and shall promptly notify the
relevant Obligors of the change in accordance with the Receivable
Agreements.
9.3 LOAN OFFSET DEPOSIT ACCOUNTS
If at any time there is no current Basis Swap in place, the Servicer
and the Approved Seller must ensure that the interest rates applicable
to the Loan Offset Deposit Accounts are such that, if the Approved
Seller does not meet any of its obligations under clause 5.25, the
Servicer will not be required, as a direct result of that non-payment,
to increase the Threshold Rate under clause 9.
10. TITLE PERFECTION EVENTS
----------------------------------------------------------------
Each of the following is a Title Perfection Event.
(a) (DOWNGRADE) The Approved Seller ceases to have a long term rating
of at least BBB from S&P, Baa-2 from ▇▇▇▇▇'▇ or BBB from Fitch.
(b) (EVENT OF INSOLVENCY) An Insolvency Event occurs with respect to
the Approved Seller.
(c) (NON COMPLIANCE) The Servicer as Approved Seller fails to pay any
Collections (as defined in the Servicing Agreement) within the
time required under the Servicing Agreement.
(d) (SERVICER TRANSFER EVENT) For so long as the Servicer is also an
Approved Seller to the Trust, a Servicer Transfer Event occurs.
(e) (BREACH OF REDRAW FACILITY AGREEMENT) For so long as the Approved
Seller is also the Redraw Facility Provider, the Redraw Facility
Provider breaches its obligations, undertakings or
representations under the Redraw Facility Agreement and such
breach has had, or if continued will have, a Material Adverse
Effect (as determined by the Trustee after taking appropriate
expert advice).
(f) (BREACH OF REPRESENTATIONS) The Approved Seller breaches any
representation, warranty, covenant or undertaking made by it in a
Page 90
Transaction Document, which breach, if capable of remedy, is not
remedied within 30 days of the earlier of:
(i) the Approved Seller becoming aware of the breach; and
(ii) the Approved Seller being notified of the breach by the
Trustee, Manager or Servicer.
11. BENEFICIARY
--------------------------------------------------------------------------------
(a) The Beneficiary holds the beneficial interest in the Trust in
accordance with the Master Trust Deed and this Supplementary Terms
Notice.
(b) The beneficial interest held by the Beneficiary is limited to the
Trust and each Asset of the Trust subject to and in accordance with
the Master Trust Deed and this Supplementary Terms Notice.
(c) The Beneficiary has:
(i) the right to receive on the termination of the Trust the entire
beneficial interest of the Trust; and
(ii) the right to receive distributions in respect of the Trust under
the Master Trust Deed and this Supplementary Terms Notice to the
extent that Distributable Income is available for distribution
under the Master Trust Deed and this Supplementary Terms Notice.
(d) The Beneficiary may not assign, or create or allow to exist any
Security Interest over, its rights or interests in respect of the
Trust if to do so would have a Material Adverse Effect or might have
an adverse tax consequence in respect of the Trust.
(e) No person, other than the Beneficiary, may be appointed to hold a
beneficial interest in the Trust without the prior written consent of
both the Trust Manager and the Beneficiary.
12. NOTE TRUSTEE
--------------------------------------------------------------------------------
12.1 CAPACITY
The Note Trustee is a party to this Supplementary Terms Notice in its
capacity as trustee for the US$ Noteholders from time to time under the
Note Trust Deed.
12.2 EXERCISE OF RIGHTS
(a) The rights, remedies and discretions of the US$ 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
Page 91
only be exercised by the Note Trustee on behalf of the US$ Noteholders
in accordance with the Note Trust Deed.
(b) The US$ Noteholders, except as otherwise provided in the Note Trust
Deed or the Security Trust Deed, may only exercise enforcement rights
in respect of the Mortgaged Property through the Note Trustee and only
in accordance with the Transaction Documents.
12.3 REPRESENTATION AND WARRANTY
The Note Trustee represents and warrants to each other party to this
Supplementary Terms Notice that it has the power under the Note Trust
Deed 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 US$ Noteholders.
12.4 PAYMENTS
Any payment to be made to the US$ 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 Agency Agreement and the
Note Trust Deed.
12.5 PAYMENT TO BE MADE ON BUSINESS DAY
If any payment is due under a Transaction Document on a day which is
not a Business Day the due date will be the next Business Day unless
that day falls in the next calendar month, in which case the due date
will be the preceding Business Day.
13. SECURITY TRUST DEED
--------------------------------------------------------------------------------
The parties to this Deed agree to comply with clause 16.9 of the
Security Trust Deed.
14. CUSTODIAN AGREEMENT
--------------------------------------------------------------------------------
The Custodian Agreement is amended for the purpose of the Trust by
deleting the words and between each Relevant Trust from the
second/third line of clause 3.1(c).
15. MANAGER'S DIRECTIONS TO BE IN WRITING
--------------------------------------------------------------------------------
Any direction given to the Trustee by the Manager under a Transaction
Document must be in writing.
Page 92
16. UNDERTAKINGS BY SELLER AND SERVICER
--------------------------------------------------------------------------------
Each of the Seller and Servicer undertakes that:
(a) it will not allow the interest rate on a Purchased Receivable
which is a Fixed Rate Loan to be re-fixed at the end of its fixed
rate term if it will result in a downgrade or withdrawal of the
rating of any Notes;
(b) it will not allow a Purchased Receivable to convert from a Fixed
Rate Loan to a Floating Rate Loan, or from a Floating Rate Loan
to a Fixed Rate Loan, if that conversion would result in a
downgrade or withdrawal of the rating of any Notes;
(c) it must ensure that if the use of any Mortgaged Property which
relates to a Purchased Receivable from owner occupied to
investment, or from investment to owner occupied, the relevant
Purchased Receivable continues to satisfy the Eligibility
Criteria; and
(d) it must not provide to any Obligor features in respect of a
Purchased Receivable which are additional to those that applied
on the Closing Date unless those additional features would not:
(i) affect any Mortgage Insurance Policy relating to that
Purchased Receivable;
(ii) result in the downgrade or withdrawal of the rating of any
Notes.
17. TAX REFORM
--------------------------------------------------------------------------------
(a) The parties acknowledge that:
(i) the Commonwealth Government has announced its intention that
non-fixed trusts be taxed as companies from 1 July 2001;
(ii) it is in the interests of all parties, including the Trustee, the
Noteholders and the Beneficiary, that:
(A) the Trustee always be in a position to pay any Tax liability
when due;
(B) the payment of Tax by the Trustee must not affect the amount
of principal or interest payable on the Notes or the timing
of such payments; and
(C) the rating of the Notes be maintained; and
(iii) draft legislation to implement this change has been made
publicly available, and it appears that the Trust will be a fixed
trust which will not be taxed as a company.
(b) If and when an amending ▇▇▇▇ is introduced into Federal Parliament,
and the result of that amending Bill if it becomes law will be that
the Trustee will become liable to pay Tax on the net income of the
Trust, or any part of it, then:
Page 93
(i) the Manager shall promptly consult with the Trustee and each
Designated Rating Agency to determine what changes, if any, are
necessary to the cashflow allocation methodology in clause 5 to
achieve the objective referred to in clause 17(a)(ii) (the
OBJECTIVE);
(ii) within two months of the amending ▇▇▇▇ being introduced into
Federal Parliament (or such longer time as the Trustee and each
Designated Rating Agencies permit) the Manager shall use
reasonable endeavours to provide a written recommendation to the
Trustee and a draft deed amending this Supplementary Terms Notice
that, if executed, will achieve the Objective; and
(iii) upon the Trustee being notified that the draft deed amending
this Supplementary Terms will achieve the Objective (and in this
regard the Trustee may rely (amongst others) upon advice of tax
lawyers), and each of the other parties to this Supplementary
Terms Notice being reasonably satisfied that they will not be
adversely affected by the proposed amendments to this
Supplementary Terms Notice, each party to this Supplementary
Terms Notice shall execute that amendment deed.
(c) Provided that the Trustee receives written advice from an experienced
and reputable tax lawyer or tax accountant to the effect that if the
cashflow allocation methodology, as amended under paragraph (b)(iii),
is followed the Objective will be met, and each Designated Rating
Agency confirms in writing that the change in Tax law or the amendment
under paragraph (b)(iii) will not give rise to the downgrade or
withdrawal of rating of any Note:
(i) the Trustee shall not be obliged to obtain the consent of any
Noteholder or Beneficiary to the amendment; and
(ii) subject to its terms, the amendment shall be effective when
executed, and may:
(A) permit the Trustee to accumulate a reserve out of moneys
that would otherwise be payable to the Beneficiary; and/or
(B) provide for Tax to be paid out of moneys that would
otherwise have been payable to the Beneficiary.
(d) Without limiting paragraph (c), in formulating a proposal to meet the
Objective, the Manager shall have regard to the impact of any change
to the cashflow allocation methodology on the Beneficiary, and shall
consider proposals made by the Beneficiary that will enable the
Trustee to meet the Objective, for example:
(i) by the Beneficiary providing a subordinated loan to the Trustee;
Page 94
(ii) permitting the reinvestment by the Beneficiary of distributions
from the Trust; or
(iii) a combination of the above.
Any proposal made by the Beneficiary under this paragraph (d) may only
be implemented if each Designated Rating Agency confirms in writing
that implementation of the proposal will not give rise to the
downgrade or withdrawal of rating of any Notes.
EXECUTED as a deed.
Each attorney executing this deed states that he or she has no notice of
alteration to, or revocation or suspension of, his or her power of attorney.
TRUSTEE
SIGNED SEALED and DELIVERED )
on behalf of )
PERPETUAL TRUSTEES )
CONSOLIDATED LIMITED )
by its attorney in the presence of: )
------------------------------------
Signature
---------------------------------------- ------------------------------------
Witness Print name
----------------------------------------
Print name
MANAGER
SIGNED SEALED and DELIVERED )
on behalf of )
CRUSADE MANAGEMENT )
LIMITED )
by its attorney in the presence of: )
------------------------------------
Signature
---------------------------------------- ------------------------------------
Witness Print name
----------------------------------------
Print name
Page 95
APPROVED SELLER/SERVICER
SIGNED SEALED and DELIVERED )
on behalf of )
▇▇.▇▇▇▇▇▇ BANK LIMITED )
by its attorney in the presence of: )
------------------------------------
Signature
---------------------------------------- ------------------------------------
Witness Print name
----------------------------------------
Print name
CUSTODIAN
SIGNED SEALED and DELIVERED )
on behalf of )
▇▇.▇▇▇▇▇▇ CUSTODIAL PTY )
LIMITED )
by its attorney in the presence of: )
------------------------------------
Signature
---------------------------------------- ------------------------------------
Witness Print name
----------------------------------------
Print name
SECURITY TRUSTEE
SIGNED SEALED and DELIVERED )
on behalf of )
P.T. LIMITED )
by its attorney in the presence of: )
------------------------------------
Signature
---------------------------------------- ------------------------------------
Witness Print name
----------------------------------------
Print name
Page 96
NOTE TRUSTEE
SIGNED SEALED and DELIVERED )
on behalf of )
WILMINGTON TRUST COMPANY )
by its attorney in the presence of: )
-----------------------------------
Signature
----------------------------------------- -----------------------------------
Witness Print name
-----------------------------------------
Print name
Page 97
SCHEDULE 1
An Eligible Receivable means a Loan which, as at the Cut-Off Date for that Loan:
(a) it is sourced from the Approved Seller's general
portfolio of residential mortgage loans;
(b) is secured by a Receivable Security that constitutes
a first ranking mortgage over residential
(owner-occupied or investment) land situated in
capital city metropolitan areas or regional centres
in Australia which is or will be registered under the
Real Property Legislation, or where a Receivable
Security is not, or will not be when registered be, a
first ranking mortgage, the relevant Sale Notice
includes an offer in relation to all prior ranking
registered mortgages;
(c) is secured by a Receivable Security over a Mortgaged Property which has
erected on it a residential dwelling and which is required by the
Receivable Agreement to be covered by general insurance by insurers
approved in accordance with the Transaction Documents;
(d) has an LVR less than or equal to 95% for owner occupiers and 90% for
investment properties;
(e) was not purchased by the Approved Seller but was
approved and originated by the Approved Seller in the
ordinary course of its business;
(f) under which the relevant Obligor does not owe more
than A$500,000;
(g) the relevant Obligor in respect of which was required
to repay the Receivable within 30 years of the
Cut-Off Date;
(h) no payment from the Obligor is in Arrears for more than 30 consecutive
days;
(i) the sale of an equitable interest in, or the sale of an equitable
interest in any related Receivable Security, does not contravene or
conflict with any law;
(j) together with the related Receivable Security, has been or will be
stamped, or has been taken by the relevant stamp duties authority to be
stamped, with all applicable duty;
(k) is on fully amortising repayment terms;
(l) is secured by a Receivable Security that is covered by mortgage
insurance from a Mortgage Insurer under the relevant Mortgage Insurance
Policy for 100% of amounts outstanding under the relevant loans (but
not including timely payment cover);
(m) complies in all material respects with applicable laws, including the
Consumer Credit Legislation;
(n) is fully drawn;
Page 98
(o) is subject to the terms and conditions of the Approved Seller's Great
Australian Home Loan product, its Standard Variable Rate Loan,
including loans entitled to a "Loyalty" rate, due to a home loan
relationship with the Approved Seller of 5 years or more, or loans that
bear a fixed rate of interest for up to 5 years; and
(p) which has a maturity date at least one (1) year before the maturity
date of the Notes.
Page 99
SCHEDULE 2
APPLICATION FOR A$ NOTES
CRUSADE GLOBAL TRUST NO. 1 OF 2001
--------------------------------------------------------------------------------
To: Perpetual Trustees Consolidated Limited as trustee of the Crusade Global
Trust No. 1 of 2001 (the TRUSTEE)
From: (ABN [*])
-----------------------------------------------------------
(Name)
of (the APPLICANT).
---------------------------------------------------
(Address)
APPLICATION
--------------------------------------------------------------------------------
The Applicant applies for the following [Class A-3 Notes/Class B Notes/Class C
Notes] (delete whichever is not applicable) (the NOTES) to be issued by the
Trustee as trustee of the Crusade Global Trust No. 1 of 2001 (the TRUST) under
the Master Trust Deed dated 14 March 1998 (as amended from time to time)
establishing the Crusade Trusts (the MASTER TRUST DEED):
1. The Notes applied for are:
2. The amount of Notes applied for is:
APPLICANT BOUND
--------------------------------------------------------------------------------
The Applicant agrees that the Notes will be issued subject to, and agrees to be
bound by, the provisions of the Master Trust Deed, the Supplementary Terms
Notice in relation to the Notes and the Security Trust Deed dated [*] 2001 in
relation to the Trust.
ACKNOWLEDGMENT BY APPLICANT
--------------------------------------------------------------------------------
The Applicant acknowledges that the liability of the Trustee to make payments in
respect of the Notes is limited to its right of indemnity from the assets of the
Trust from time to time available to make such payments under the Master Trust
Deed.
The Applicant further acknowledges that:
(a) it has independently and without reliance on ▇▇.▇▇▇▇▇▇ Bank Limited
(▇▇.▇▇▇▇▇▇), the Trustee, the Manager or any other person (including
without
Page 100
reliance on any materials prepared or distributed by any of the above) made
its own assessment and investigations regarding its investment in the
Notes;
(b) it understands that the Notes do not represent deposit or other liabilities
of ▇▇.▇▇▇▇▇▇ or Associates of ▇▇.▇▇▇▇▇▇;
(c) the Applicant's holding of the Notes is subject to investment risk,
including possible delays in repayment and loss of income and principal
invested; and
(d) neither ▇▇.▇▇▇▇▇▇ nor any Associate of ▇▇.▇▇▇▇▇▇ in any way stands behind
the capital value and/or performance of the Notes or the Assets of the
Trust except to the limited extent provided in the Transaction Documents
for the Trust.
GENERAL
--------------------------------------------------------------------------------
Payments due under the Notes may be made:
o by cheque posted to the above address
o to the credit of the following account:
Name of Bank:
Address of Bank:
Account Details:
Account No.:
Name of Account:
A Marked Note Transfer of the abovementioned Notes is required: Yes/No.
Applicant's Tax File Number:
INTERPRETATION
--------------------------------------------------------------------------------
Each expression used in this Application for A$ Notes that is not defined has
the same meaning as in the Master Trust Deed or the relevant Supplementary Terms
Notice.
Dated:
SIGNED:
--------------------------------
* This Application for A$ Notes together with a cheque for the amount of the
Notes applied for should be sent to the Trustee at the address above.
* Where the Applicant is a trustee, this Application for A$ Notes must be
completed in the name of the trustee and signed by the trustee without
reference to the trust.
* Where this Application for A$ Notes is executed by a corporation, it must
be executed either under common seal by two directors or a director and a
secretary or under a power of attorney.
* If this Application for A$ Notes is signed under a power of attorney, the
attorney is taken, upon signing, to certify that it has not received notice
Page 101
of revocation of that power of attorney. A certified copy of the power of
attorney must be lodged with this Application for A$ Notes.
Page 102
SCHEDULE 3
NOTE ACKNOWLEDGMENT
CRUSADE GLOBAL TRUST NO.1 OF 2001
----------------------------------------------------------------
CLASS:
INITIAL INVESTED AMOUNT:
INTEREST RATE:
INTEREST PAYMENT DATES:
PRINCIPAL AMORTISATION DATES:
FINAL MATURITY DATE:
This confirms that:
NOTEHOLDER:
ABN (if applicable):
ADDRESS:
appears in the Register as the holder of the abovementioned
Notes (the NOTES).
The Notes are issued by Perpetual Trustees Consolidated Limited (the TRUSTEE) in
its capacity as trustee of the abovementioned Trust (the TRUST) under a Master
Trust Deed dated 14 March 1998 (as amended from time to time) establishing the
Crusade Trusts (the MASTER TRUST DEED).
The Notes are issued subject to the provisions of the Master Trust Deed, the
Supplementary Terms Notice in relation to the Notes and the Security Trust Deed
dated [*] 2001. A copy of the Master Trust Deed, the Supplementary Terms Notice
and the Security Trust Deed are available for inspection by Note Holders at the
offices of Crusade Management Limited (ABN 90 072 715 916) at ▇▇.▇▇▇▇▇▇ House,
▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
The Trustee's liability to make payments in respect of the Notes is limited to
its right of indemnity from the Assets of the Trust from time to time available
to make such payments under the Master Trust Deed and Supplementary Terms
Notice. All claims against the Trustee in relation to the Notes may only be
satisfied out of the Assets of the Trust except in the case of (and to the
extent of) any fraud, negligence or wilful default on the part of the Trustee or
its officers, employees, any agent or delegate employed by the Trustee other
than in accordance with Section 53 of the Trustee Act to carry out any
transactions contemplated by this Deed.
Each Noteholder is required to accept any distribution of moneys under the
Security Trust Deed in full and final satisfaction of all moneys owing to it,
and any debt
Page 103
represented by any shortfall that exists after any such final distribution is
extinguished.
The Trustee shall not be liable to satisfy any obligations or liabilities from
its personal assets except in the case (and to the extent) of any fraud,
negligence or Default on the part of the Trustee or its officers, employees or
an agent or delegate employed by the Trustee other than in accordance with
Section 53 of the Trustee Act to carry out any transactions contemplated by this
Deed. Neither the Trustee nor the Manager guarantees the payment of interest or
the repayment of principal due on the Notes.
This Note Acknowledgment is not a certificate of title and the Register is the
only conclusive evidence of each abovementioned Noteholder's entitlement to
Notes.
Transfers of Notes must be under a Note Transfer in the form contained in
Schedule 4 to the Master Trust Deed (copies of which are available from then
Trustee at its abovementioned address). Executed Note Transfers must be
submitted to the Trustee.
Each expression used in this Note Acknowledgment that is not defined has the
same meaning as in the Master Trust Deed.
This Note Acknowledgment and the Notes to which it relates will be governed by
the laws of the New South Wales.
Dated:
Executed in New South Wales for and on behalf of the Perpetual
Trustees Consolidated Limited
--------------------------------------------
Authorised Signatory
Page 104
SCHEDULE 4
NOTE TRANSFER AND ACCEPTANCE
CRUSADE GLOBAL TRUST NO.1 OF 2001
--------------------------------------------------------------------------------
To: Perpetual Trustees Consolidated Limited Date Lodged [*]
as trustee of the REGISTRY USE ONLY
Crusade Trust No. 1 of 2001 (the TRUSTEE)
TRANSFEROR
(Full name, ACN/ABN (if applicable) and address):
(please print)
APPLIES TO ASSIGN AND TRANSFER TO
TRANSFEREE
(Full name, ACN/ABN (if applicable) and address):
(please print)
and its/their executors, administrators or assigns
The following Notes in the Crusade Global Trust No. 1 of 2001
Number of Notes:
Class:
Initial Invested Amount:
Interest Payment Dates:
Principal Amortisation Dates:
Final Maturity Date:
Consideration Payable: $[*]
and all my/our/its property and interests in rights to those Notes and to the
interest accrued on them.
TRANSFEROR
-------------------------------------------------------------------,
(Signature: see Notes)
WITNESS Date:
-----------------------------------------
TRANSFEREE
-------------------------------------------------------------------,
(Signature: see Notes)
WITNESS Date:
-----------------------------------------
PAYMENTS (Tick where appropriate)
* In accordance with existing instructions (existing holders only)
Page 105
* By cheque posted to the above address
* By credit to the following account in Australia in the name of the
Transferee only
Tax File Number (if applicable):
Authorised signature of Transferee
--------------------------------
Date:
NOTES:
1. The Transferor and the Transferee acknowledge that the transfer of the
Notes specified in this Transfer and Acceptance (the NOTES) shall only
take effect on the entry of the Transferee's name in the Register as
the holder of the Notes.
2. The Transferee agrees to accept the Notes subject to the provisions of
the Master Trust Deed dated 14 March 1998 (as amended from time to
time) establishing the Crusade Trusts (the TRUST DEED), the
Supplementary Terms Notice in relation to the Notes and the related
Security Trust Deed dated [*] 2001.
3. The Transferee acknowledges that it has independently
and without reliance on ▇▇.▇▇▇▇▇▇ Bank Limited (ABN
92 055 513 070), the Trustee, Crusade Management
Limited (ABN 90 072 715 916) (the MANAGER) or any
other person (including without reliance on any
materials prepared or distributed by any of the
above) made its own assessment and investigations
regarding its investment in the Notes.
4. The Trustee's liability to make payments in respect of the Notes is
limited to its right of indemnity from the assets of the abovementioned
Trust from time to time available to make such payments under the Trust
Deed.
5. Where the Transferor and/or the Transferee is a trustee, this Note
Transfer must be completed in the name of the trustee and signed by the
trustee without reference to the trust.
6. Where this Note Transfer is executed by a corporation, it must be
executed either under common seal by two directors or a director and a
secretary or under a power of attorney.
7. If this Transfer and Acceptance is signed under a power of attorney,
the attorney certifies that it has not received notice of revocation of
that power of attorney. A certified copy of the power of attorney must
be lodged with this Note Transfer.
8. This Note Transfer must be lodged with the Trustee for registration.
9. The Trustee may, in the manner and for the period
specified in the Trust Deed and any relevant
Supplementary Terms Notice, close the Register. The
total period that the Register may be closed will not
exceed 30 days (or such other period agreed to by the
Manager) in aggregate in any calendar year. No Note
Transfer received after 4:00pm Sydney time on the day
of closure of the Register or whilst the Register is
closed will be registered until the Register is
re-opened.
Page 106
10. If the Transferee is a non-resident for Australian taxation purposes,
withholding tax will be deducted from all interest payments unless an
exemption is provided to the Trustee or withholding tax is no longer
payable as a result of any change in the relevant Australian laws.
11. The Notes covered hereby have not been registered under the United
States Securities Act of 1933 as amended (the SECURITIES ACT) and may
not be offered and sold within the United States or to or for the
account or benefit of United States persons:
(i) as part of their distribution at any time; or
(ii) otherwise until 40 days after the completion of the distribution
of the series of Notes of which such Notes are a part, as
determined and certified by the Joint Lead Managers,
except in either case in accordance with Regulation S under the
Securities Act. Terms used above have the meanings given to them by
Regulation S.
12. [INSERT ANY RESTRICTIONS ON THE TRANSFER OF NOTES.]
[MARKING WHERE CLAUSE 8.15 APPLIES]
13. The Trustee certifies that the Transferor is inscribed in the Register
as the holder of the Notes specified in this Note Transfer and that it
will not register any transfer of such Notes other than under this Note
Transfer before [INSERT DATE].
Dated:
For and on behalf of Perpetual Trustees Consolidated Limited
as trustee of the Crusade Trust No. 1 of 2001
--------------------------------
Page 107