Supplementary Terms
Notice
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AXA Trustees Limited
(Trustee)
Crusade Management Limited
(Manager)
▇▇.▇▇▇▇▇▇ Bank Limited
(Approved Seller)
▇▇.▇▇▇▇▇▇ Bank Limited
(Servicer)
▇▇.▇▇▇▇▇▇ Bank Limited
(Indemnifier)
▇▇.▇▇▇▇▇▇ Custodial Pty Limited
(Custodian)
National Mutual Life Nominees Limited
(Security Trustee)
Bankers Trust Company
(Note Trustee)
Crusade Global Trust No. 1 of 1999
▇▇▇▇▇ & ▇▇▇▇▇▇▇
The Chifley Tower
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Tell ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Fax ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
(Copyright) Copyright ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 1999
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 23
2.3 Limitation of liability 23
2.4 Knowledge of Trustee 25
3. Direction and Trust Back 25
4. Notes 25
4.1 Conditions of Notes 25
4.2 Summary of conditions of Notes 25
4.3 Issue of Notes 28
4.4 Trustee's Covenant to Noteholders and the Note Trustee 28
4.5 Repayment of Notes on Payment Dates 28
4.6 Final Redemption 29
4.7 Period During Which Interest Accrues 29
4.8 Calculation of Interest 29
4.9 Step-Up Margin 30
4.10 Aggregate receipts 30
5. Cashflow Allocation Methodology 31
5.1 Total Available Funds 31
5.2 Excess Available Income - Reimbursement of Charge Offs and
Principal Draws 33
5.3 Excess Distribution 34
5.4 Principal Distributions 34
5.5 Redraws 36
5.6 Determination Date - Payment Shortfall 37
5.7 Monthly Determination Date - Liquidity Shortfall 38
5.8 Allocating Liquidation Losses 38
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5.9 Insurance claims 39
5.10 Payments before Payment Date 39
5.11 Charge Offs 40
5.12 Payments into US$ Account 40
5.13 Payments out of US$ Account 40
5.14 Rounding of amounts 41
5.15 Manager's Report 41
5.16 Payment Priorities Following an Event of Default:
Security Trust Deed 41
5.17 Prescription 41
5.18 Accounting Procedures: Principal & Interest 42
5.19 Replacement of Currency Swap 42
5.20 Notice of calculations 43
5.21 Bond Factors 43
5.22 Loan Offset Interest 43
6. Master Trust Deed and Servicing Agreement 44
6.1 Completion of details in relation to Master Trust Deed 44
6.2 Amendments to Master Trust Deed 46
6.3 Amendments to the Servicing Agreement 79
7. Call and Tax Redemption 80
7.1 Call 80
7.2 Tax Event 80
8. Substitution of Purchased Receivables 81
8.1 Approved Seller substitution 81
8.2 Other substitutions 81
8.3 Selection criteria 82
9. Application of Threshold Rate 83
9.1 Calculation of Threshold Rate 83
9.2 Setting Threshold Rate 83
9.3 Loan Offset Deposit Accounts 83
10. Title Perfection Events 83
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11. Beneficiary 84
12. Note Trustee 85
12.1 Capacity 85
12.2 Exercise of rights 85
12.3 Representation and warranty 85
12.4 Payments 85
12.5 Payment to be made on Business Day 85
13. Security Trust Deed 85
14. Custodian Agreement 86
15. Manager's Directions to be in Writing 86
Schedule 1 90
Schedule 2 92
Application for Instruments 92
Crusade Trust No. X of Y 92
Schedule 3 95
Instrument Acknowledgment 95
Crusade Trust No. [*] 95
Schedule 4 97
Instrument Transfer and Acceptance 97
Crusade Trust No. X of Y 97
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1. Introduction
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This Supplementary Terms Notice is issued on 1999 pursuant and subject
to the Master Trust Deed dated 14 March 1998 (the Master Trust Deed)
between:
AXA Trustees Limited (ACN 004 029 841) of Level 2, ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ in its capacity as trustee
of Crusade Global Trust No. 1 of 1999 (the Trustee);
Crusade Management Limited (ACN 072 715 916) of ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ as Manager (the Manager);
▇▇.▇▇▇▇▇▇ Bank Limited (ACN 055 513 070) of ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ in its capacity as Servicer, Approved
Seller and Indemnifier (▇▇.▇▇▇▇▇▇);
▇▇.▇▇▇▇▇▇ Custodial Pty Limited (ACN 003 347 411) of ▇-▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ (the Custodian);
National Mutual Life Nominees Limited (ACN 004 387 133) of ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ 2000 (the Security Trustee); and
Bankers Trust Company of ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (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 1999.
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.
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2. Definitions and Interpretation
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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 1999, 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 Class A Notes, the amount in Australian
dollars which is calculated:
(a) on a daily basis at the applicable rate set out in that
Confirmation (being AUD-BBR-BBSW, as defined in the ISDA
Definitions, as at the first day of the Interest Period ending on
(but excluding) that Payment Date with a designated maturity of
90 days (or, in the case of the first Interest Period, 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
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.
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.
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.
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
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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;
(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 (including
any amounts received under the terms of any Mortgage
Insurance Policy by way of timely payment cover) 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.
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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
Deutsche Bank AG, Sydney Branch 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 or the Class B Bond Factor
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, Class A-2 Notes or Class A-3 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
Class A Note, (including any Condition) and any payment of US$
under a Currency Swap, any day, other than a Saturday, Sunday or
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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 Class B 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 Sydney.
Calculation Agent means Midland Bank plc.
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 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).
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 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)(B).
Class includes each class constituted by the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class B Notes.
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
5.11(b)(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 all interest accrued on the Class A Notes 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-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
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Notice and includes any relevant Book-Entry Note (or any part or
interest in) and any relevant Definitive Note.
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 and includes any relevant Book-Entry Note (or any part or
interest in) and any relevant Definitive Note.
Class A Noteholder means a Noteholder of a Class A Note.
Class A Principal Payment means each payment to the Class A
Noteholders under clause 5.13, following a payment under clauses
5.4(c)(vii)(B), 5.4(c)(viii)(B) or 5.4(c)(ix)(B).
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)(A) 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
5.11(a).
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 all interest accrued on the 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 Payment means each payment to the Class B
Noteholders under clause 5.13 following a payment under clause
5.4(c)(x).
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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.
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, 23 September 1999 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 [*] with Australia & New Zealand Banking Group
Limited (ACN 005 357 522), at its office at Level ▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, 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.
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 Gross 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 Class A Notes in the form set
out in schedule 1 to the Note Trust Deed (but, so long as the Class A
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).
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CSFB means Credit Suisse First Boston Corporation (ARBN 061 700 712).
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 and the 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 Currency 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.
Currency Swap Provider means, initially, Bankers Trust Corporation,
New York and thereafter any other approved person who is or becomes a
party to a Currency Swap.
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, September [*] 1999.
Definitive Note means a note in definitive form (whether bearer or
registered) issued or to be issued in respect of any Class A Note
under, and in the circumstances specified in, clause 3.3 of the Note
Trust Deed, and includes any replacement for a Definitive Note issued
under Condition 11.
Designated Rating Agency means S&P, ▇▇▇▇▇'▇ or ▇▇▇▇▇ IBCA.
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.
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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
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 5.22 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;
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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(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,
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 5.8(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
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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Rights representing financial institutions duty, bank accounts debit
tax or similar Taxes.
Gross Principal Collections means, for a Monthly 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 5.22 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;
(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;
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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(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;
(viii) 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;
(ix) 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;
(g) any Excess Available Income to be applied under clause 5.2 to
Principal Draws made on a previous Payment Date; and
(h) any funds withdrawn, by the Trustee from the Liquidity Account in
accordance with clause 5.7(c)(iv).
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 ▇▇.▇▇▇▇▇▇.
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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Indemnity means the deed of indemnity between the Trustee, the
Indemnifier, the Manager and the Custodian dated * 1999.
Information Memorandum means the Prospectus dated [*] September 1999
relating to the Trust and the Notes.
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).
Interest means Class A Interest or Class B 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;
(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 Note and an Interest Period, LIBOR in relation to that
Interest Period; and
(b) a Class B Note and an Interest Period, the Three Month Bank Bill
Rate on the first day of that Interest Period,
plus, in all cases, the relevant Margin for the relevant 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 Deutsche Bank AG, Sydney Branch as standby
floating rate
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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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.
(Formally the International Swaps Dealers Association Inc).
ISDA Definitions means the 1991 Definitions (as supplemented by the
1998 Supplement) published by ISDA under its then name, the
International Swaps Dealers 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.
Lead Manager means CSFB.
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
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,
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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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).
Liquidity Account means the account held by the Trustee on behalf of
the Trust with an Approved Bank into which will be or is deposited the
amount of the Liquidity Reserve.
Liquidity Draw means a draw made by the Trustee on the Liquidity
Reserve to fund Liquidity Shortfalls in accordance with clause 5.7.
Liquidity Reserve means:
(a) in relation to the period from the Closing Date to (and
including) the first Quarterly Determination Date, the A$
Equivalent of 0.25% of the aggregate of Initial Invested Amounts
of all Class A Notes and all Class B Notes determined on that
day; and
(b) in relation to the period following the first Quarterly
Determination Date, an amount equivalent to 0.25% of the total
Unpaid Balance for all Receivables as determined on each
Quarterly Determination Date,
deposited by the Trustee, at the direction of the Manager, in the
Liquidity Account for the purpose of funding Liquidity Shortfalls.
Liquidity Shortfall means, in relation to a Collection Period, the
amount (if any) by which the Total Payments for that Collection Period
exceed the aggregate of the Available Income and any Principal Draws
for that Collection Period.
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
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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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 Lead Manager, and notified by the 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 including) the Cut-Off Date to (and including)
15 November 1999. 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 15th 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 Housing Loans Insurance Corporation Pty
Limited.
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
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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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 Mortgage Insurer is entitled to reduce the
amount of the claim or the Mortgage Insurer defaults in
payment of a claim); and
(ii) the date which is two years after the Determination Date
upon which the relevant Principal Loss was determined under
clause 5.8; 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 or a Class B Note referred to in clause 4,
and includes:
(a) the Conditions relating to a Class A 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 a Class B Note, is registered as the holder of
that Note at that time;
(b) in relation to a Definitive Note, is the registered holder of
that Note (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 Lead Manager.
Note Register means the register kept by the Note Registrar to provide
for the registration and transfer of Class A Notes under the Note
Trust Deed.
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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Note Registrar means Midland Bank Plc 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.
Premises means the area labelled "Crusade Global Trust No. 1 of 1999"
located in Bays [ ] 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:
(a) the Gross Principal Collections for that Collection Period; less
(b) any amounts deducted by or paid to the Approved Seller under
clause 5.5(b) in that Collection Period to reimburse Redraws
funded by the Approved Seller for which the Approved Seller has
not previously been reimbursed; less
(c) 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 5.6 in relation to that Monthly Collection
Period.
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 5.8(b).
Principal Paying Agent means Midland Bank plc or any successor as
Principal Paying Agent under the Agency Agreement.
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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Principal Payment means a Class A Principal Payment or a Class B
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 including) the Cut-Off Date,
to but including 15 November 1999. 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).
Record Date means:
(a) with respect to a Payment Date for any Class B 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 Class A 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
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Receivable, provided that amount is not otherwise payable to the
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
5.11.
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 5.5(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 Gross Principal Collections towards reimbursement of
those Redraws under clause 5.5(b) or 5.5(d); 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.
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.
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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Spread has the meaning given in the Currency Swap in respect of
payments by the Trustee under the Currency Swap.
Step-Up Margin has the meaning given in clause 4.9.
Stock Exchange means the London Stock Exchange Limited.
Subscription Agreement means the Underwriting Agreement dated [ ]
September 1999 between the Trustee, the Manager, St. ▇▇▇▇▇▇ Bank
Limited, CSFB, Deutsche Bank Securities Inc. and ▇.▇. ▇▇▇▇▇▇
Securities Inc. 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 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.
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Total Available Funds means, for a Collection Period, the aggregate
of:
(a) the Available Income for that Collection Period;
(b) any Principal Draw which the Trustee is required to allocate
under clause 5.6 on or before the Payment Date for that
Collection Period; and
(c) any Liquidity Draw which the Trustee is required to make under
clause 5.7 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 Class A Notes; and
(b) the US$ Equivalent of all Invested Amounts of all Class B 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 Class A Stated Amounts and the aggregate of the US$ Equivalent of
the Class B Stated Amounts 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.
Trust means the Crusade Global Trust No. 1 of 1999 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;
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(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 5.19(b),
all of the amounts in paragraphs (a) to (i) (inclusive) being Expenses
for the purposes of the Master Trust Deed.
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.
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 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
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Supplementary Terms Notice ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇
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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.
(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
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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, 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
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(a) A Trust Back, entitled Crusade Global Trust Back No. 1 of 1999,
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
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4.1 Conditions of Notes
(a) The conditions of the Class B 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 Class A 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.
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(a) Class of Note: There will be the following Classes of
Notes. Under the Transaction document
each 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.
(b) Total Initial Invested (i) Class A-1 Notes - US$300,000,000
Amount of each Class of
Notes: (ii) Class A-2 Notes - US$569,000,000
(iii) Class A-3 Notes - US$125,000,000
(iv) Class B Notes - A$[ ]
(c) ▇▇▇▇▇▇ and order in As set out in clause 5
which principal and
interest is to be paid
on Notes:
(d) ▇▇▇▇▇▇: Up to, but excluding, the Quarterly
Payment Date falling in November 2006,
the following percentages per annum in
respect of each Class:
Class A-1 Notes [ ]% per annum
Class A-2 Notes [ ]% per annum
Class A-3 Notes [ ]% per annum
Class B Notes [ ]% per annum,
and for each Interest Period following
the Quarterly Payment Date in November
2006, the Step-Up Margin in respect of
that Class.
(e) Initial Invested Class A-1 Notes: US$100,000 per Note.
Amount:
Class A-2 Notes: US$100,000 per Note.
Class A-3 Notes: US$100,000 per Note.
Class B Notes: A$[*] per Note.
(f) Rating: (i) Class A Notes - AAA long term
credit rating from S&P, Aa1 long
term credit rating from ▇▇▇▇▇'▇
and AAA long term credit rating
from Fitch IBCA.
(ii) Class B Notes - AAA- long term
credit rating from S&P, Aa1 long
term credit rating from ▇▇▇▇▇'▇
and AAA- long term credit rating
from Fitch IBCA.
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(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.
(h) Quarterly Payment (i) Class A Notes - the 15th day of
Dates: November, February, May and August
in each year (New York time)
(ii) Class B Notes - the 15th day of
November, February, May and August
(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 Class A Notes will be 15
November 1999 (New York time) and
the first Quarterly Payment Date
for the Class B Notes will be 15
November 1999 (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 Class A Notes,
repurchased under the Conditions.
(i) Final Maturity Date: (i) Class A-1 Notes - the Quarterly
Payment Date falling in August
2009
(ii) Class A-2 Notes - the Quarterly
Payment Date falling in May 2021
(iii) Class A-3 Notes - the Quarterly
Payment Date falling in February
2030
(iv) Class B Notes - the Quarterly
Payment Date falling in February
2030
(v) In each case, the date specified
shall be subject to adjustment in
accordance with the Modified
Following Business Day Convention.
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4.3 Issue of Notes
(a) Class A 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
(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) Class B Notes must be issued in minimum parcels or subscriptions
which have an aggregate Initial Investment Amount of A$500,000 or
must otherwise be issued on terms that they will constitute an
excluded issue of securities for the purpose of the Corporations
Law.
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 Class A Notes will be made in United
States dollars.
(c) All payments of principal on Class B Notes will be made in
Australian Dollars.
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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 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 Class B Notes)
or 360 days (in the case of Class A 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
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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 Class A Notes will be made in United
States dollars.
(d) All payments of interest on Class B 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 Class A Notes, notice of that
availability has been duly given in accordance with
Condition 12; or
(ii) in the case of the Class B 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
If the Trustee has not repurchased or redeemed all of a Class of the
Class A Notes on or before:
(a) in the case of the Class A-1 Notes, November 2006;
(b) in the case of the Class A-2 Notes, November 2006;
(c) in the case of the Class A-3 Notes, November 2006;
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 5.4 and 5.5, 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.
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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
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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, 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) provided that the total
amount of Accrued Interest Adjustments with respect to any
Quarterly Collection Period (other than the Quarterly
Collection Period ending on 15 November 2000) shall not
exceed an amount equal to 0.15% multiplied by the aggregate
Housing Loan Principal of the Purchased Receivables on the
first day of that Quarterly Collection Period multiplied by
the actual number of days in that Quarterly Collection
Period divided by 365;
(ii) second, repayment to the Mortgage Insurer of any payment in
the nature of income received from an Obligor for which the
Mortgage Insurer previously paid under the relevant Mortgage
Insurance Policy by way of timely payment cover;
(iii) third, any interest payable by the Trustee under the Redraw
Facility Agreement; and
(iv) fourth, any repayment of a Liquidity Draw made on or prior
to the previous Monthly Payment Date.
(b) (Limit) The Trustee shall only make a payment under any of
sub-paragraphs (a)(i) to (a)(iv) 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.
(c) (Quarterly) Subject to paragraph (d), on each Quarterly Payment
Date, and based on the calculations, instructions and directions
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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, subject to clause 5.1(a)(i), 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, repayment to the Mortgage Insurer of any payment in
the nature of income received from an Obligor for which the
Mortgage Insurer previously paid under the relevant Mortgage
Insurance Policy by way of timely payment cover;
(iii) third, 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 the Mortgage Insurer during the
Quarterly Collection Period;
(iv) fourth, (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);
(v) fifth, pari passu and rateably as between themselves:
(A) any fees payable by the Trustee under the Redraw
Facility Agreement; and
(B) any fees payable by the Trustee under an Interest
Hedge;
(vi) sixth, without duplication, any amounts that would have been
payable under this clause 5.1(c) (other than under
sub-paragraph (x)) 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 order they
would have been paid under that prior application of this
clause 5;
(vii) seventh, payment to the Mortgage Insurer of an amount equal
to the greater of the following:
(A) zero; and
(B) the difference between any overpayment by the Mortgage
Insurer of amounts in respect of income (for which the
Mortgage Insurer 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);
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\ (viii) eighth, pari passu and rateably as between themselves:
(A) any interest payable by the Trustee under the Redraw
Facility Agreement;
(B) any amounts payable by the Trustee under an Interest
Hedge not included in (iii) or (v) above;
(C) any repayment of a Liquidity Draw made on or prior to
the previous Monthly Payment Date; and
(D) the payment to the Currency Swap Provider under each
Confirmation relating to Class A Notes of the A$ Class
A Interest Amount payable under that Confirmation at
that date;
(ix) ninth, any amounts that would have been payable under
sub-paragraph (x) on any previous Quarterly Payment Date, if
there had been sufficient Total Available Funds, which have
not been paid by the Trustee;
(x) tenth, the payment to the Class B Noteholders of the Class B
Interest amount as at that date; and
(xi) eleventh, payment to the Mortgage Insurer of an amount equal
to any overpayment by the Mortgage Insurer of amounts in
respect of income (for which the Mortgage Insurer has not
previously been reimbursed).
(d) The Trustee shall only make a payment under any of sub-paragraphs
(c)(i) to (c)(xi) 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.
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 Class A Notes, of the A$
Equivalent of any Carryover Class A Charge Offs; and
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(B) 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; and
(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.
Any amount applied pursuant to sub-paragraphs (i) to (iv)
(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 (iv) 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)(iv) inclusive if it is directed in writing to do so
by the 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 where
there has been a manifest error in the relevant calculation of
the Excess Distributions.
5.4 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, repayment to the Mortgage Insurer of any payment in
the nature of principal received from an Obligor for which
the Mortgage Insurer previously paid under the relevant
Mortgage Insurance Policy by way of timely payment cover;
(ii) second, to allocate to Total Available Funds any Principal
Draw calculated in accordance with clause 5.6;
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(iii) third, 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; and
(iv) fourth, subject to clause 5.5(d), to repay all Redraw
Principal Outstanding under the Redraw Facility Agreement on
that Payment Date.
(b) (Monthly Limit) The Trustee shall only make a payment under any
of sub-paragraphs (a)(i) to (a)(iv) 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, repayment to the Mortgage Insurer of any payment in
the nature of principal received from an Obligor for which
the Mortgage Insurer previously paid under the relevant
Mortgage Insurance Policy by way of timely payment cover;
(ii) second, to allocate to Total Available Funds any Principal
Draws calculated in accordance with clause 5.6;
(iii) third, 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;
(iv) fourth, subject to clause 5.5(d), to repay any Redraws
provided by the Approved Seller in relation to Purchased
Receivables in accordance with clause 5.5 to the extent that
it has not previously been reimbursed in relation to those
Redraws;
(v) fifth, to repay all Redraw Principal Outstanding under the
Redraw Facility Agreement on that Quarterly Payment Date;
(vi) sixth, 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;
(vii) seventh, 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:
(A) the amount available for distribution under this
sub-paragraph (vii) after all payments which have
priority under this paragraph (c); and
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(B) the A$ equivalent of the Class A Invested Amounts for
all Class A-1 Notes
(viii) eighth, 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:
(A) the amount available for distribution under this
sub-paragraph (viii) after all payments which have
priority under this paragraph (c); and
(B) the A$ Equivalent of the Class A Invested Amounts for
all Class A-2 Notes.
(ix) ninth, as a payment to the Currency Swap Provider under a
Confirmation relating to the Class A-3 Notes, of an amount
equal to the lesser of:
(A) the amount available for distribution under this
sub-paragraph (ix) after all payments which have
priority under this paragraph (c); and
(B) the A$ Equivalent of the Class A Invested Amounts for
all Class A-3 Notes.
(x) tenth, as payment to the Class B Noteholders, of an amount
equal to the lesser of:
(A) the amount available for distribution under this
sub-paragraph (x) after all payments which have
priority under this clause 5.4; and
(B) the Invested Amounts in respect of all Class B Notes.
(d) (Quarterly Limit) The Trustee shall only make a payment under any
of sub-paragraphs (c)(i) to (c)(x) 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.
(e) (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.
5.5 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.
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(b) The Trustee and the Manager irrevocably authorise the Approved
Seller to deduct from Gross Principal Collections to reimburse
itself in relation to any Redraw for which it has not previously
been reimbursed under this clause 5.5(b) or clause 5.5(d).
(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 5.5, 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 5.5(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)(vi); 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.
5.6 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
(b) the amount of Principal Collections available for distribution on
the Monthly Payment Date following that Monthly Determination
Date.
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5.7 Monthly Determination Date - Liquidity Shortfall
(a) If the Manager determines on any Monthly Determination Date that
there is a Liquidity Shortfall for the relevant Monthly
Collection Period the Manager must on that date direct the
Trustee to make a Liquidity Draw on or before the Monthly Payment
Date following that Monthly Determination Date equal to the
Liquidity Shortfall provided that if the balance of the Liquidity
Account at the time of the direction by the Manager is less than
the Liquidity Shortfall, the Liquidity Draw referred to in the
direction shall be in respect only of the balance of the
Liquidity Account.
(b) The Trustee must, if so directed by the Manager make that
Liquidity Draw and have the proceeds of the Liquidity Draw
deposited or transferred into the Collection Account on or before
such Monthly Payment Date. The Manager must deal with the amount
so deposited in accordance with this clause 5.
(c) The Trustee shall maintain the Liquidity Account as an interest
bearing account in accordance with the Transaction Documents
(including clause 21 of the Master Trust Deed). The Manager shall
not direct the Trustee to, and the Trustee shall not make any
withdrawal from the Liquidity Account except for the following
purposes:
(i) to make or fund a Liquidity Draw in accordance with this
clause 5;
(ii) to transfer the credit balance of the Liquidity Account in
accordance with clause 21.1(d) of the Master Trust Deed;
(iii) to pay financial institutions duty, bank accounts debit tax
or equivalent Taxes payable in respect of the Liquidity
Account;
(iv) to the extent that the credit balance of the Liquidity
Account exceeds the Liquidity Reserve, to distribute that
excess as a Gross Principal Collection in accordance with
this clause 5; and
(v) to distribute on the Final Maturity Date or on the date the
Notes are fully and finally redeemed the credit balance of
the Liquidity Account as a Gross Principal Collection in
accordance with this clause 5.
5.8 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
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(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.
5.9 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.
(c) The Manager shall use best endeavours to ensure that the Servicer
promptly makes any claims required by way of timely payment cover
under a Mortgage Insurance Policy in accordance with clause
3.1(f) of the Servicing Agreement.
5.10 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.
(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.
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5.11 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 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
(b) if the Class B Stated Amount is zero and any amount of that
excess has not been applied under paragraph (a), 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).
5.12 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
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.
5.13 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.
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(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 clause 5.1(c)(vi) and (c)(viii)(D), will be paid pari
passu in relation to Class A Notes as payments of Class A
Interest on those Class A Notes;
(ii) under clause 5.2(a)(ii)(A), will be paid pari passu in
relation to Class A Notes in or towards reinstating the
Stated Amount of those Class A Notes, to the extent of the
Carryover Class A Charge Offs;
(iii) amounts credited under clause 5.4(c)(vii), pari passu to
Class A-1 Noteholders as Class A Principal Payments on the
Class A-1 Notes until the Class A Invested Amounts of the
Class A-1 Notes have been reduced to zero;
(iv) amounts credited under clause 5.4 (c)(viii) pari passu to
Class A-2 Noteholders as Class A Principal payments on the
Class A-2 Notes until the Class A Invested Amounts of the
Class A-2 Notes have been reduces to zero; and
(v) amounts credited under clause 5.4(c) (ix) pari passu to
Class A-3 Noteholders as Class A Principal payments on the
Class A-3 Notes until the Class A Invested Amounts of the
Class A-3 Notes have been reduced to zero.
5.14 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.
5.15 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.
5.16 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.
5.17 Prescription
Despite any other provision of this Supplementary Terms Notice and the
Master Trust Deed, Condition 8 of the Class A Notes applies to all
amounts payable in relation to any Class A Note.
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5.18 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.
5.19 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 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
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(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.
5.20 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)(vi), 5.1(c)(viii)(D), 5.2(a)(ii)(A),
5.4(c)(vii), 5.4(c)(viii) and 5.4(c)(ix) 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.
5.21 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 and the Class B Bond Factor.
(b) The Manager shall notify all Class B 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
and the Class B Bond Factor.
5.22 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.
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6. Master Trust Deed and Servicing Agreement
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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
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 0.032% 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 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
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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.
(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.
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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
IBCA 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
(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 - 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;"
(c) Clause 1.1 - Extraordinary Resolution
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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.
"Extraordinary Resolution" means, in relation to:
(a) the Class B Noteholders, subject to the
provisions of the Security Trust Deed:
(i) a resolution passed at a meeting of
the Class B 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 Class B 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 ▇▇▇▇
signed by all the Class B
Noteholders;
(b) all Noteholders means, subject to the
provisions of the Security Trust Deed a
resolution passed by Class B Noteholders
duly convened and held in accordance with
the provisions contained in clause 29 of
this Master Trust Deed and by Class A
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 Class
B Noteholders voting in
favour of the
resolution;
I = the US$ Equivalent of
the Invested Amount of
all Class B Notes;
U = the aggregate Invested
Amount of the Class A
Noteholders who voted in
favour of the resolution
T = the Total Invested Amount.
(d) 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 Class B 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.
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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 a
Class B 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
Class B 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.
Representative means:
(i) in the case of any 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 a Noteholder which is a
body corporate, a person appointed under
clause 29.10 by the Noteholder."
(e) 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.
(f) 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.
(g) 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 for a Trust in
respect of a Class B Note relating to the
Trust; and
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(b) in relation to each Class A Note relating to
a Trust, that Class A Note,
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 an Class
A Note) the Note Trust Deed and the relevant
Conditions.
4.2 Legal nature of Notes
(a) Class B Notes will be in the form of
inscribed stock, and the Trustee's
obligations in relation to the Notes and
under this Master Trust and this
Supplementary Terms Notice in respect of
those 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 Notes.
(b) Class A Notes will be in registered form in
respect of Book-Entry Notes and will be in
bearer or registered form in respect of
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 Class A 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 Class A
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 on each Interest Payment
Date; and
(b) (principal) their Principal Entitlement on
each Principal Repayment 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.
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4.6 Location of Class B Notes
The property in Class B Notes shall for all
purposes be regarded as situated at the place where
the Register on which those Class B 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 the Note Trust Deed in relation to the Class A
Notes.
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 notes in accordance
with standard United States practice and law.
(h) 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 Class A Noteholders.
(i) 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.
(j) 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.
(k) 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:
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(a) in relation to Class B 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 Class B Noteholder
in respect of its holding
of Class B Notes; and
(iii) (issue Marked Note
Transfers) if requested
by a Class B Noteholder
in its Application for
Notes, the Trustee shall
issue a Marked Note
Transfer to the Class B
Noteholder; and
(b) in relation to Class A Notes only,
the Trustee shall issue those
Class A Notes in accordance with
the relevant Note Trust Deed and
the relevant Supplementary Terms
Notice.
(l) 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, there shall be no
restriction on the transfer of Notes.
7.2 Minimum transfer
(a) A Class B Noteholder must not transfer any
Class B Notes held by it unless:
(i) the amount payable by the
transferee for those Class B Notes
is not less than A$500,000; or
(ii) the offer or invitation to the
transferee by the Class B
Noteholder in relation to the Class
B Notes is an excluded offer or an
excluded invitation for the
purposes of the Corporations Law.
(b) A Class A Noteholder must not transfer any
Class A 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.
(c) None of the Trustee, the Manager, the
Servicer, any Note Manager, the Note
Trustee, the Security Trustee or an
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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 Class B Notes shall be effected by
a Note Transfer.
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 Class B 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 Class B 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
Supplementary Terms Notice;
(iii) (Security Trust Deed) 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.
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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 Class B Notes
which are the subject of the Note Transfer,
the transferor shall remain the holder of
those Class B 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 next Business 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 Class B
Notes on being noted in the Register as the holder
of the Class B 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 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 Class B 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 Class B 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
Class B Notes as a result of the death,
mental incapacity or bankruptcy of a Class
B Noteholder may, on producing such
evidence as the Trustee requires of their
entitlement, elect to be either registered
as the Class B Noteholder or to transfer
the Class B Notes in the manner specified
in this clause.
(b) (Method of election) If an entitled person
elects to be registered as the Class B
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 Class B Notes in favour of that person.
All the provisions of this Master
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Trust Deed and the relevant Supplementary
Terms Notice relating to the transfer of
Class B 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 Class
B Noteholder had not occurred and the notice
or Note Transfer was a Note Transfer
executed by the Class B Noteholder.
(c) (Discharge) A person entitled to Class B
Notes under this clause shall be entitled to
receive and may give a good discharge for
all moneys payable in respect of such Class
B 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 a Class B Noteholder unless and until the
person is entered in the Register as the
holder of those Class B Notes.
7.15 Marked Note Transfer
(a) (Entitlement to marking) A Class B
Noteholder may from time to time request the
Trustee to provide the Class B Noteholder
with a Marked Note Transfer.
(b) (Marking) The Class B 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 Class B 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 Class B
Noteholders) from the date on which the Note
Transfer was marked, the Trustee shall not
register any transfer of Class B 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 a Class B Noteholder by personal
delivery at the time the Class B 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 to be
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 subsequently discovered to be a forgery or
otherwise defective, unless the
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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 Class B
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 Class B Noteholder) of persons
authorised to execute Note Transfers on behalf of
such Class B 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 Class B Notes are lodged into the Austraclear
System, the Trustee shall enter Austraclear in the
Register as the holder of those Class B Notes.
While those Class B Notes remain in the Austraclear
System:
(a) all payments and notices required of the
Trustee and the Manager in relation to those
Class B Notes will be directed to
Austraclear; and
(b) all dealings (including transfers) and
payments in relation to those Class B 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.
(m) 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 Class B 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 Class B Notes.
If the person has been entered into the
Register under a Note Transfer and the
transferor continues to retain a holding
of Class B Notes, the Trustee shall,
within the same period stated above, issue
to the transferor a Note Acknowledgement
in respect of that retained holding of
Class B Notes. No certificates will be
issued in respect of Class B Notes.
7A.2 Note Acknowledgement not certificate of
title
A Note Acknowledgement shall not be a
certificate of title as to Class B Notes
and the Register shall be the only
conclusive evidence of the ownership of
Class B Notes and the entitlements under
them. A Note Acknowledgement cannot be
pledged or
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deposited as security nor can a Class B 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 a Class B 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
Class B 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 Class B Notes is held
by more than one person, only the person
whose name stands first in the Register in
relation to that parcel of Class B 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 Class B Notes.
7A.7 Delivery of Note Acknowledgement
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A Note Acknowledgement may be sent to the
relevant Class B Noteholder by mail or by
personal delivery to the Class B
Noteholder's address appearing in the
Register and the Note Acknowledgement so
sent shall be at the risk of that Class B
Noteholder.
(n) 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.
(o) 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.
(p) 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.
(q) 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 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 the
Mortgage Insurer for the scheduled term of
that Receivable for the amount of that
Receivable. 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 the Mortgage Insurer's
acknowledgement of the transfer.
(ix) (Solvency of Mortgage Insurer) The Approved
Seller does not have actual notice that the
Mortgage Insurer under a 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 the Mortgage Insurer
under a 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 or 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.
(r) 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.
(s) 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.
(t) 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 each 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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(u) 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.
(v) 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.
(w) Clause 14.20 - Additional Covenants by Manager
For the purposes of clause 14.20 of the Master Trust
Deed, the Manager shall also:
(i) (Stock Exchange) comply with the rules and
regulations of the Stock Exchange;
(ii) (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;
(iii) (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;
(iv) (Notification to Designated Rating Agencies)
notify the Designated Rating Agencies that a
Class of Notes has been fully and finally
redeemed when the Invested Amount of that
Class of Notes has been reduced to zero; and
(v) (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.
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(x) 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.
(y) 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.
(z) 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
(aa) 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) remove any agent or
delegate of the Trustee that
breaches any obligation or duty
imposed on the Trustee under this
Deed or any other Transaction
Document in relation to the Trust
where the Manager reasonably
believes it will have a Material
Adverse Effect within 45 days'
notice from the Manager to the
Trustee to remove that agent or
delegate.
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(bb) 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.
(cc) 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.
(dd) 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 the following information
relating to the Trust:
(a) (name) the name of the
Trust;
(b) (creation) the date of
the creation of the
Trust;
(c) (Note Issue Dates) the
Note Issue Date for Class
B Notes issued in
relation to the Trust;
(d) (Initial Invested Amount)
the total Initial
Invested Amount of Class
B Notes issued on the
Note Issue Date;
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(e) (Invested Amount) the
Invested Amount of each
Class B Note from time to
time;
(f) (Stated Amount) the Class
B Stated Amount from time
to time;
(g) (Supplementary Terms)
details of the Class B
Notes;
(h) (details of Class B
Noteholders) the name and
address of each Class B
Noteholder;
(i) (number of Class B Notes)
the number of Class B
Notes held by each Class
B Noteholder;
(j) (Note Acknowledgement)
the serial number of each
Note Acknowledgement
issued to each Class B
Noteholder;
(k) (date of entry) the date
on which a person was
entered as the holder of
Class B Notes;
(l) (date of cessation) the
date on which a person
ceased to be a Class B
Noteholder;
(m) (account) the account to
which any payments due to
a Class B Noteholder are
to be made (if
applicable);
(n) (details) where
applicable, Payment
Dates, Principal
Repayment Dates, Maturity
Dates and Margin on the
Notes;
(o) (payments) a record of
each payment in respect
of the Class B Notes in
relation to the Trust;
and
(p) (tax file number) a
record that the Trustee
has (or has not) received
the tax file number for
each Class B Noteholder;
and
(q) (additional information)
such other information
as:
(i) is required by
this
Supplementary
Terms Notice;
(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:
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(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 Class B
Noteholders) open for
inspection by a Class B
Noteholder during normal
business hours but only
in respect of information
relating to that Class B
Noteholder; and
(d) (not for copying) not
available 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 Class B Notes and the
Trustee shall be entitled
to recognise a Class B
Noteholder as the
absolute owner of Class B
Notes and the Trustee
shall not be bound or
affected by any trust
affecting the ownership
of any Class B Notes
unless ordered by a court
or required by statute.
(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
the Noteholders close the
Register in clause 28.1:
(i) in relation to
all Notes, each
period from the
close of
business (Sydney
time) on the
Business Day
preceding each
Payment Date 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
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(b) with prior notice to each Noteholder who
holds a Class B Note, 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 Class B
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 a Class B Noteholder by the Class
B 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 Class B
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 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
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.
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(ee) 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 Class A Noteholders
(a) Any proposal requiring the consent
of Class A 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 Class A Notes.
29.2 Convening of meetings by ▇▇▇▇▇▇▇ and Manager
(a) The Trustee or the Manager may at
any time convene a meeting of the
Class B Noteholders or Class of
Class B Noteholders.
(b) Class B Noteholders or a Class of
Class B Noteholders holding in
aggregate not less than 20% of the
Invested Amounts of all Class B
Notes or in that Class, may at any
time convene a meeting of the Class
B Noteholders or Class, 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 all Class B
Noteholders or any Class of Class B
Noteholders of a Trust shall be
given to the relevant Class B
Noteholders of the Trust.
(b) (Short notice) Notwithstanding
clause 29.3(a), if it is so agreed
by a majority in number of the
Class B Noteholders or the Class
(as the case may be) having the
right to attend and vote at the
meeting, being a majority that
together hold at least 95% of the
then outstanding Class B Notes or
the Class, 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
any Class B 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
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.
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(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 Class B 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
Class B Note Transfer in
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 Chairman
The Trustee may nominate a person to be
chairman of a meeting which has been
convened by the Trustee or the Manager.
The chairman need not be a Class B
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 Class B Noteholders present
may choose a Noteholder to be the
chairman.
29.5 Quorum
At any meeting any two or more persons
present in person being Class B
Noteholders holding, or Representatives
holding or representing, in the aggregate
not less than 75% of the Invested Amounts
of all Class B Notes or constituting the
Class (as the case may be) and then
outstanding shall form a quorum for the
transaction of business and no business
(other than the choosing of a chairman)
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
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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 chairman. At such adjourned meeting two
or more persons present in person being
Class B Noteholders holding, or being
Representatives holding or representing, in
the aggregate not less than 50% of the
Invested Amounts of all Class B Notes or
constituting the Class (as the case may be)
and then outstanding (whatever the Class B
Notes so held or represented) 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
chairman 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, 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 chairman
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 a Class B 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 chairman 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 chairman, the
Trustee or the Manager or by one or
more persons being Class B
Noteholders holding, or
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being Representatives holding or
representing, in aggregate not less
than 2% of the Class B Notes or
constituting the Class (as the case
may be) and then outstanding, it
shall be taken in such manner and
(subject to this clause) either at
once or after such an adjournment
as the chairman 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 chairman 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 a
Class B Noteholder holding,
or being a Representative
holding or representing,
then outstanding Class B
Notes shall have one vote;
and
(ii) on a poll, every person
present shall have one
vote for each Class B
Note 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
Class B 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 Class B Noteholders or any
Class (as the case may be). No person
shall otherwise be entitled to attend or
vote at any meeting of the Class B
Noteholders or any Class (as the case may
be) unless he or she holds outstanding
Class B Notes or is a Representative
holding or representing such Class B
Notes.
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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
chairman 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, or
the authority of, the proxy named
in any such instrument. Any person
may act as a proxy whether or not
that person is a Class B
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 any of the Class
B 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 chairman 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 a Class B
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 Class B
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
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A Representative of a Class B 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 the Class B 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 Class B Noteholders
(a) (Powers) Subject to the Security
Trust Deed (and in particular any
power of the Note Trustee of Class
A Noteholders to override the
decisions of Class B Noteholders),
a meeting of the Class B
Noteholders shall, without
prejudice to any rights or powers
conferred on other persons by the
Transaction Documents, only have
power 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 Class B 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 Class
B Notes for, or the
conversion of Class B
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
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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) A meeting of the Class B
Noteholders shall not 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
Supplementary Terms
Notice (subject to clause
29.12(a)(iii)).
29.13 Extraordinary Resolution binding on Class B
Noteholders
An Extraordinary Resolution passed at a
meeting of the Class B Noteholders or of
any Class duly convened and held in
accordance with this deed shall be binding
on all the Class B Noteholders or of the
Class whether or not present at such
meeting. Each of the Class B Noteholders
or of the Class (as the case may be), 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 the Class B
Noteholders of a Trust or any Class (as
the case may be) 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 chairman of the meeting
at which such resolutions were passed or
proceedings transacted or by the chairman
of the next succeeding meeting of the
Class B Noteholders or of the Class (as
the case may be) 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
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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 the Class B
Noteholders or any Class (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 Class B
Noteholders or any Class, been
signed by all Class B Noteholders
or the Class (as the case may be);
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 the Class B Noteholders or any
Class prescribe such further regulations
regarding the holding of meetings of the
Class B Noteholders or any Class of Class B
Noteholders and attendance and voting at
such meetings as the Trustee may with the
agreement of the 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 the Class B Noteholders
or any Class of Class B 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 Class B Noteholders required
to pass an Extraordinary Resolution or an
ordinary resolution.
(ff) 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 Class A Note shall
be made in accordance with the relevant
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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 Class B Note shall
be made to the person whose name is, on the
Record Date, entered in the Register as the
Class B owner of the relevant Class B Note
(or in the case of joint Class B
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
Class B 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 a Class B Note, and a good
discharge to the Trustee, the Manager or the
Servicer (as the case may be) in relation to
that Class B Note, when the cheque is
despatched by post in accordance with clause
32.2(a) or, if not posted, delivered to the
Class B Noteholder or as directed by the
Class B 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 a Class B 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 Class A Note, and a good
discharge to the Trustee, the Manager or the
Servicer (as the case may be) in relation to
that Class A 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
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future Taxes of any Australian
Jurisdiction unless required by
law.
(b) (Interest Withholding Tax - Class B
Notes) The Trustee or any person
making payments on behalf of the
Trustee will be obliged to deduct
interest withholding tax imposed by
the Commonwealth of Australia from
payments of interest in respect of
the Class B Notes to non-residents
of the Commonwealth of Australia
not carrying on business in the
Commonwealth of Australia at or
through a permanent establishment
and to residents of the
Commonwealth of Australia carrying
on business at or through a
permanent establishment outside the
Commonwealth of Australia (Interest
Withholding Tax) unless a
certificate pursuant to Section
221YM of the Taxation Act is
produced to the Trustee not later
than close of business on the tenth
Business Day immediately preceding
the relevant payment date. The
Trustee, or any person making any
payments on behalf of the Trustee,
is entitled to deduct Interest
Withholding Tax in relation to
payments on any Class B Notes.
(c) (Interest Withholding Tax - Class A
Notes) Payments on Class A Notes by
or on behalf of the Trustee will be
made subject to deduction for any
Interest Withholding Tax and all
other withholdings and deductions
referred to in Condition 7 of the
Class A Notes.
(d) (Tax file numbers) The Trustee or
any person making payments on
behalf of the Trustee will be
required to deduct tax-at-source on
interest payments on any Class B
Note to each Noteholder who has or
is required to have a Tax File
Number at the highest personal
marginal tax rate unless the
Trustee receives from such Class B
Noteholder the Tax File Number of
that Class B Noteholder or evidence
of any exemption the Class B
Noteholder may have from the need
to advise the Trustee of a Tax File
Number. The Tax File Number or
appropriate evidence (as the case
may be) must be received by the
Trustee 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 Class
B Notes at that highest personal
marginal tax rate if no Tax File
Number is provided.
(v) A new Clause 32.7 is inserted into the Master Trust
Deed as follows.
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32.7 Payment Methods - Class B Notes
Any moneys payable by the Trustee, the
Manager or the Servicer to a Class B
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 Class B
Noteholder or the Beneficiary (as
the case may be) and despatched by
post to the address of the Class B
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;
(c) (direct payment) by direct transfer
to a designated account of the
Class B 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 Class B
Noteholder or the Beneficiary (as
the case may be) and agreed to by
the Manager and the Trustee.
(gg) 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 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.
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7. Call and Tax Redemption
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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 Noteholders in accordance with Condition 12, purchase or
redeem all, but not some only, of the Notes by repaying the Invested
Amount, or, if the Noteholders, by Extraordinary Resolution of the
Noteholders so agree, the Stated Amount, of those 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
(i) in the case of Class A-1 Notes, the Quarterly Payment
Date falling in August 2009;
(ii) in the case of Class A-2 Notes, the Quarterly Payment
Date falling in May 2021; or
(iii) in the case of Class A-3 Notes, the Quarterly Payment
Date falling in February 2030,
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
Notes (at their Invested Amount or their Stated Amount if so agreed
by the Noteholders) and any amounts which would be required under the
Security Trust Deed to be paid in priority or pari passu with the
Notes if the security for the Notes were being enforced.
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 and the
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Note Trustee) all its liabilities in respect of the Notes (at their
Invested Amount or if the Noteholders will have agreed by Extraordinary
Resolution and will 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 Notes if the
security for the Notes were being enforced), having given not more than
60 nor less than 45 days' notice to the Noteholders in accordance with
Condition 12 redeem all, but not some only, of the Notes at their
Invested Amount (or, if the 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 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 Notes.
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 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;
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(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);
(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 centum (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.
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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 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
5.22, 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
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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 IBCA.
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(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 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 no right to receive distributions in
respect of the Trust other than:
(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.
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12. Note Trustee
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12.1 Capacity
The Note Trustee is a party to this Supplementary Terms Notice in its
capacity as trustee for the Class A Noteholders from time to time
under the Note Trust Deed.
12.2 Exercise of rights
(a) The rights, remedies and discretions of the Class A
Noteholders under the Transaction Documents including all
rights to vote or give instructions to the Security Trustee
and to enforce undertakings or warranties under the
Transaction Documents, except as otherwise provided in the
Note Trust Deed or the Security Trust Deed, may only be
exercised by the Note Trustee on behalf of the Class A
Noteholders in accordance with the Note Trust Deed.
(b) The Class A 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 Class A Noteholders.
12.4 Payments
Any payment to be made to the 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.
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14. Custodian Agreement
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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.
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 )
AXA TRUSTEES LIMITED )
(ACN 004 029 841) )
by its attorney under Power of Attorney )
dated )
in the presence of: )
---------------------------
Signature
------------------------------------ ---------------------------
Witness Print name
------------------------------------
Print name
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MANAGER
SIGNED SEALED and DELIVERED )
on behalf of )
CRUSADE MANAGEMENT )
LIMITED )
by its attorney under Power of Attorney )
dated )
in the presence of: )
---------------------------
Signature
------------------------------------ --------------------------
Witness Print name
------------------------------------
Print name
APPROVED SELLER/SERVICER
SIGNED SEALED and DELIVERED )
on behalf of )
▇▇.▇▇▇▇▇▇ BANK LIMITED )
by its attorney under Power of Attorney )
dated )
in the presence of: )
---------------------------
Signature
------------------------------------ ---------------------------
Witness Print name
------------------------------------
Print name
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CUSTODIAN
SIGNED ▇▇▇▇▇▇ and DELIVERED )
on behalf of )
▇▇.▇▇▇▇▇▇ CUSTODIAL PTY )
LIMITED )
by its attorney under Power of Attorney )
dated )
in the presence of: )
---------------------------
Signature
------------------------------------ ---------------------------
Witness Print name
------------------------------------
Print name
SECURITY TRUSTEE
SIGNED ▇▇▇▇▇▇ and DELIVERED )
on behalf of )
NATIONAL MUTUAL LIFE )
NOMINEES LIMITED )
(ACN 004 029 841) )
by its attorney under Power of Attorney )
dated ) )
them in the presence of:
---------------------------
Signature
------------------------------------ ---------------------------
Witness Print name
------------------------------------
Print name
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NOTE TRUSTEE
SIGNED ▇▇▇▇▇▇ and DELIVERED )
on behalf of )
BANKERS TRUST COMPANY )
by its attorney under Power of Attorney )
dated )
in the presence of: )
---------------------------
Signature
------------------------------------ ---------------------------
Witness Print name
------------------------------------
Print name
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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 or its Great Australian Home Loan
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 the Mortgage Insurer for 100% of amounts outstanding
under the relevant loans under the relevant Mortgage Insurance Policy
(including timely payment cover);
(m) complies in all material respects with applicable laws, including the
Consumer Credit Legislation;
(n) is fully drawn;
(o) is subject to the terms and conditions of the Approved Seller's Great
Australian Home Loan product, its Standard Variable Rate Loan,
including
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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.
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Schedule 2
Application for Instruments
------------------------------------------------------------------------------
Crusade Global Trust No. 1 of 1999
To: AXA Trustees Limited as trustee of the Crusade Global Trust No. 1 of
1999 (the Trustee)
From: (ACN [*])
---------------------------------------------------------
(Name)
of (the Applicant).
------------------------------------------
(Address)
Application
--------------------------------------------------------------------------------
The Applicant applies for the following Instruments (the Instruments) to be
issued by the Trustee as trustee of the Crusade Global Trust No. 1 of 1999
(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 Instruments applied for are:
2. The amount of Instruments applied for is:
Applicant bound
------------------------------------------------------------------------------
The Applicant agrees that the Instruments 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 Instruments and the Security
Trust Deed dated [*] in relation to the Trust.
Acknowledgment by Applicant
------------------------------------------------------------------------------
The Applicant acknowledges that the liability of the Trustee to make payments
in respect of the Instruments 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 Application further acknowledges that:
(a) it has independently and without reliance on the ▇▇.▇▇▇▇▇▇ Bank
Limited (▇▇.▇▇▇▇▇▇), the Trustee, the Manager or any other person
(including without
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reliance on any materials prepared or distributed by any of the above)
made its won assessment and investigations regarding its investment in
the Instruments; and
(b) It understands that the Instruments do not represent deposits or
other liabilities of ▇▇.▇▇▇▇▇▇ or Associates of ▇▇.▇▇▇▇▇▇;
(c) the Applicant's holding of the Instruments 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 Instruments of the
Assets of the Trust except to the limited extent provided in the
Transaction Documents for the Trust.
General
------------------------------------------------------------------------------
Payments due under the Instruments 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 Instrument Transfer of the abovementioned Instruments is required:
Yes/No.
Applicant's Tax File Number:
Interpretation
------------------------------------------------------------------------------
Each expression used in this Application for Instruments that is not defined
has the same meaning as in the Master Trust Deed.
Dated:
SIGNED:
* This Application for Instruments together with a cheque for the
amount of the Instruments applied for should be sent to the
Trustee at the address above.
* Where the Applicant is a trustee, this Application for
Instruments must be completed in the name of the trustee and
signed by the trustee without reference to the trust.
* Where this Application for Instruments is executed by a
corporation, it must be executed either under common seal or
under a power of attorney.
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* If this Application for Instruments is signed under a power of
attorney, the attorney certifies that it has not receive notice
of revocation of that power of attorney. A certified copy of the
power of attorney must be lodged with this Application for
Instruments.
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Supplementary Terms Notice
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Schedule 3
Instrument Acknowledgment
------------------------------------------------------------------------------
Crusade Global Trust No.1 of 1999
Name:
[Class]:
Initial Invested Amount:
Interest Rate:
Interest Payment Dates:
[Principal Payment Dates]:
Final Maturity Date:
This confirms that:
Instrument Holders:
ACN (if applicable):
Address:
appears in the Register as the holder of the abovementioned Instruments (the
Instruments).
The Instruments are issued by AXA Trustees 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 Instruments are issued subject to the provisions of the Master Trust Deed,
the Supplementary Terms Notice in relation to the Instruments and the Security
Trust Deed dated. A copy of the Trust Deed, the Supplementary Terms Notice and
the Security Trust Deed are available for inspection by Instrument Holders at
the offices of Crusade Management Limited (ACN 072 715 916) at Level ▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
The Trustee's liability to make payments in respect of the Instruments is
limited to is 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
Instruments 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.
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The Instrument Holder 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 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 (and to the extent) of any fraud, negligence or
wilful default on the part other Trustee or its officers, employees or an
agent or delegate employed by the Trustee tother 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 Instruments.
This Instrument Acknowledgment is not a certificate of title and the Register
is the only conclusive evidence of the abovementioned Instrument Holder's
entitlement to Instruments.
Transfers of Instruments must be under an Instrument 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
Instrument Transfers must be submitted to the Trustee.
Each expression used in this Instrument Acknowledgment that is not defined has
the same meaning as in the Master Trust Deed.
This Instrument Acknowledgment and the Instruments to which it relates will be
governed by the laws of the Australian Capital Territory.
Dated:
Executed in [the Australia Capital Territory/New South Wales] for and on
behalf of the AXA Trustees Limited
----------------------------
Authorised Signatory
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Schedule 4
Instrument Transfer and Acceptance
------------------------------------------------------------------------------
Crusade Global Trust No.1 of 1999
To: AXA Trustees Limited Date Lodged [*]
as trustee of the Registry Use Only
Crusade Trust No. 1 of 1999 (the Trustee)
Transferor
(Full name, ACN (if applicable) and address):
(please print)
Applies to assign and transfer to
Transferee
(Full name, ACN (if applicable) and address):
(please print)
and its/their executors, administrators or assigns
The following Instruments in the Crusade Global Trust No. 1 of 1999
Number of Instruments:
Name:
[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 Instruments and
to the interest accrued on them.
TRANSFEROR
--------------------------------------------------------------------`
(Signature: see Instruments)
WITNESS Date:
---------------------------------------------------
TRANSFEREE
-------------------------------------------------------------------`
(Signature: see Instruments)
WITNESS Date:
---------------------------------------------------
PAYMENTS (Tick where appropriate)
* In accordance with existing instructions (existing holders only)
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* 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:
INSTRUMENTS:
1. The Transferor and the Transferee acknowledge that the transfer of
the Instruments specified in this Transfer and Acceptance (the
Instruments) shall only take effect on the entry of the Transferee's
name in the Register as the registered owner of the Instruments.
2. The Transferee agrees to accept the Instruments 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 Instruments and the
related Security Trust Deed dated [*].
3. The Transferee acknowledges that it has independently and without
reliance on ▇▇.▇▇▇▇▇▇ Bank Limited (ACN 055 513 070), the Trustee,
Crusade Management Limited (ACN 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 Instruments.
4. The Trustee's liability to make payments in respect of the
Instruments 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
Instrument Transfer must be completed in the name of the trustee and
signed by the trustee without reference to the trust.
6. Where this Instrument Transfer is executed by a corporation, it must
be executed either under common seal 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 Instrument Transfer.
8. This Instrument 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 Instrument 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.
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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. [Insert any restrictions on the transfer of Instruments.]
[Marking where clause 8.15 applies]
12. The Trustee certifies that the Transferor is inscribed in the
Register as the holder of the Instruments specified in this
Instrument Transfer and that it will not register any transfer of
such Instruments other than under this Instrument Transfer before
[insert date].
Dated:
For and on behalf of [*] Limited
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