[XXXXXXX XXX LOGO]
SECURITISATION ADVISORY SERVICES PTY. LIMITED
ABN 88 064 133 946
Manager
COMMONWEALTH BANK OF AUSTRALIA
ABN 48 123 123 124
Party A
PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
Party B
MEDALLION TRUST SERIES 2003-1G
ISDA MASTER AGREEMENT
(CURRENCY SWAP AGREEMENT)
XXXXXXX XXX
LAWYERS
Levels 00-00 Xx 0 X'Xxxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx PO Box H3
Australia Square Sydney NSW 1215 DX 370 Sydney
xxx.xxxxxxxxxx.xxx
Tel + 00 0 0000 0000 Fax + 00 0 0000 0000
OUR REF - 801/784/21723929 CONTACT - XXX XXXXXXXX
SYDNEY O MELBOURNE O BRISBANE O PERTH O CANBERRA O DARWIN
Liability limited by the Solicitors' Limitation of Liability Scheme approved
under the Professional Standards Act 1994 (NSW)
SCHEDULE
TO THE
MASTER AGREEMENT
DATED AS OF 13 MARCH 2003 BETWEEN
SECURITISATION ADVISORY SERVICES PTY. LIMITED
ABN 88 064 133 946
("MANAGER")
AND
COMMONWEALTH BANK OF AUSTRALIA
ABN 48 123 123 124
("PARTY A")
AND
PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
IN ITS SEVERAL CAPACITIES AS TRUSTEE OF VARIOUS SERIES TRUSTS FROM TIME TO TIME
ESTABLISHED UNDER THE MASTER TRUST DEED AND VARIOUS SERIES SUPPLEMENTS
("PARTY B")
PART 1. TERMINATION PROVISIONS.
In this Agreement:
(a) "SPECIFIED ENTITY" does not apply in relation to Party A or Party B.
(b) The definition of "SPECIFIED TRANSACTION" is not applicable.
(c) (i) The following provisions of Section 5 will not apply to Party A:
Section 5(a)(ii) Section 5(a)(v)
Section 5(a)(iii) Section 5(a)(vi)
Section 5(a)(iv) Section 5(b)(iv)
(ii) The following provisions of Section 5 will not apply to Party B:
Section 5(a)(ii) Section 5(a)(v) Section 5(b)(iv)
Section 5(a)(iii) Section 5(a)(vi)
Section 5(a)(iv) Section 5(a)(viii)
(iii) Section 5(b)(ii) will not apply to Party A as the Affected Party
(subject to Part 5(6)(b) of this Schedule) and Section 5(b)(iii) will
not apply to Party A as the Burdened Party.
(d) The "AUTOMATIC EARLY TERMINATION" provisions in Section 6(a) will not
apply to Party A or Party B.
(e) PAYMENTS ON EARLY TERMINATION. For the purposes of Section 6(e) of this
Agreement:
(i) Market Quotation will apply; and
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(ii) the Second Method will apply.
(f) "TERMINATION CURRENCY" means US$ provided that if an amount due in
respect of an Early Termination Date will be payable by Party B to
Party A the Termination Currency for the purpose of calculating and
paying that amount is Australian Dollars.
(g) "ADDITIONAL TERMINATION EVENT" applies. The following is an Additional
Termination Event in relation to which both Party A and Party B are
Affected Parties:
"An Event of Default (as defined in the Security Trust Deed) occurs and
the Security Trustee has declared, in accordance with the Security
Trust Deed, the Relevant Notes immediately due and payable."
For the purposes of calculating a payment due under Sections 6(d) and
(e) when an Early Termination Date is designated under Section 6(b) as
a result of such Additional Termination Event, Party B will be the only
Affected Party.
PART 2. TAX REPRESENTATIONS
(a) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice
of any relevant government revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to any other party
under this Agreement. In making this representation, it may rely on:
(i) the accuracy of any representation made by that other party
pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by that other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of that other party contained
in Section 4(d) of this Agreement,
PROVIDED THAT it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver
a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(b) PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
Agreement, Party A and Party B each makes the following representation:
It is an Australian resident and does not derive payments under this
Agreement in part or whole in carrying on a business in a country
outside Australia of or through a permanent establishment of itself in
that country.
PART 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:
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(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE:
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED
DOCUMENT
Party A and Party B Any document or certificate On the earlier of (a)
reasonably required or learning that such
reasonably requested by a document or certificate
party in connection with its is required and (b) as
obligations to make a soon as reasonably
payment under this Agreement practicable following a
which would enable that request by a party.
party to make the payment
free from any deduction or
withholding for or on
account of Tax or which
would reduce the rate at
which deduction or
withholding for or on
account of Tax is applied to
that payment (including,
without limitation, any
United States form W-8BEN or
other relevant United States
tax form).
(b) OTHER DOCUMENTS TO BE DELIVERED ARE:
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED
DOCUMENT
Party A, Party B and A certificate specifying the On the execution of this
the Manager names, title and specimen Agreement and each
signatures of the persons Confirmation unless that
authorised to execute this certificate has already been
Agreement and each supplied and remains true and in
Confirmation or other effect and when the certificate
communication in writing updated.
made pursuant to this is
Agreement on its behalf.
Party A, Party B and A legal opinion as to the Prior to the Closing
the Manager validity and enforceability Date.
of its obligations under
this Agreement in form and
substance (and issued by
legal counsel) reasonably
acceptable to each other
party.
Party B A certified copy to Party A Not less than 5 Business
of each Credit Support Days (or such lesser
Document specified in period as Party A agrees
respect of Party B and to) before the Trade
(without limiting any Date of the first
obligation Party B may have occurring Transaction
under the terms of that and in the case of any
Credit Support Document to amending documents
notify Party A of amendments entered into subsequent
thereto) a certified copy to to that date, promptly
Party A of any document that after each amending
amends in any way the terms document (if any) has
of that Credit Support been entered into.
Document.
Other than the legal opinions, any Credit Support Document or any document
amending a Credit Support Document (but including any certifications in relation
to such documents), all documents delivered under
3
this Part 3(b) are covered by the Section 3(d) representation. For the purposes
of this Part 3(b), a copy of a document is taken to be certified if a director
or secretary of the party providing the document, or a person authorised to
execute this Agreement or a Confirmation on behalf of that party or a solicitor
acting for that party (or in the case of the Credit Support Document in respect
of Party B, a solicitor acting for the Manager) has certified it to be a true
and complete copy of the document of which it purports to be a copy.
PART 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this Agreement:
Address for notices or communications to PARTY A:
Address: Commonwealth Bank of Australia
Level 0
00 Xxxxxx Xxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Attention: Manager, Securitisation
Facsimile No.: 612 9378 2481
Address for notices or communications to PARTY B:
Address: Perpetual Trustee Company Limited
Level 0
0 Xxxxxxxxxxx Xxxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Attention: Manager, Securitisation Services
Facsimile No.: 612 9221 7870
Additionally, a copy of all notices as well as any changes to
counterparty's address, telephone number or facsimile number should be
sent to:
Address: Securitisation Advisory Services Pty. Limited
Level 0
00 Xxxxxx Xxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Attention: Manager, Securitisation
Facsimile No.: 612 9378 2481
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: Not applicable.
Party B appoints as its Process Agent: Not applicable.
(c) OFFICES. The provisions of Section 10(a) will not apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
Party A is not a Multibranch Party.
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Party B is not a Multibranch Party.
(e) CALCULATION AGENT.
(i) The Calculation Agent is:
(A) in respect of all notices, determinations and
calculations in respect of amounts denominated in US$,
the Agent Bank; and
(B) in respect of all other notices, determinations and
calculations, the Manager.
(ii) All determinations and calculations by the Calculation Agent will:
(A) be made in good faith and in the exercise of its
commercial reasonable judgment; and
(B) be determined, where applicable, on the basis of then
prevailing market rates or prices.
All such determinations and calculations will be binding on Party A and
Party B in the absence of manifest error. The Manager (or, if the
Manager fails to do so and Party A notifies Party B, Party B) covenants
in favour of Party A to use reasonable endeavours (including, without
limitation, taking such action as is reasonably necessary to promptly
enforce the obligations of the Agent Bank under the Agency Agreement)
to ensure that the Agent Bank performs its obligations as Calculation
Agent under this Agreement.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
(i) In relation to Party A: Not applicable.
(ii) In relation to Party B: The Security Trust Deed.
(g) CREDIT SUPPORT PROVIDER.
(i) In relation to Party A: None.
(ii) In relation to Party B: None.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws in force in the State of New South Wales, except
the Credit Support Annex, which will be governed by and construed in
accordance with the laws in force in the State of New York as provided in
Paragraph 13(m)(iv) of the Credit Support Annex. Section 13(b)(i) is
deleted and replaced by the following:
"(i) submits to the non-exclusive jurisdiction of the courts
of the State of New South Wales and courts of appeal
from them; and".
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
will apply in respect of all Transactions.
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement. However, for the purposes of Section 3(c) Party A and Party B
are deemed not to have any Affiliates.
PART 5. OTHER PROVISIONS
(1) PAYMENTS: In Section 2:
(a) In Section 2(a)(i) add the following sentence:
5
"Each payment will be by way of exchange for the corresponding
payment or payments payable by the other party (if any).".
(b) In Section 2(a)(ii) the first sentence is deleted and replaced
with the following sentence:
"Unless specified otherwise in this Agreement, payments under
this Agreement by:
(i) Party A, will be made by 10.00 am (New York time); and
(ii) Party B, will be made by 4.00pm (Sydney time),
on the due date for value on that date in the place of the
account specified in the relevant Confirmation or otherwise
pursuant to this Agreement, in freely transferable funds, free
of any set-off, counterclaim, deduction or withholding (except
as expressly provided in this Agreement) and in the manner
customary for payment in the required currency.".
(c) Insert a new paragraph (iv) in Section 2(a) immediately after
Section 2(a)(iii) as follows:
"(iv) The condition precedent in Section 2(a)(iii)(1) does
not apply to a payment due to be made to a party if it
has satisfied all its payment obligations under Section
2(a)(i) of this Agreement and has no future payment
obligations, whether absolute or contingent under
Section 2(a)(i).".
(d) Insert a new paragraph (v) in Section 2(a) immediately after
Section 2(a)(iv) as follows:
"(v) Where payments are due pursuant to Section 2(a)(i) by
Party A to Party B (the "PARTY A PAYMENT") and by Party
B to Party A (the "PARTY B PAYMENT") on the same day,
then Party A's obligation to make the Party A Payment
will be subject to the condition precedent (which will
be an "applicable condition precedent" for the purpose
of Section 2(a)(iii)(3)) that Party A first receives
either:
(1) the Party B Payment; or
(2) confirmation from Party B's bank that it holds
irrevocable instructions to effect payment of
the Party B Payment and that funds are
available to make payment.".
(e) Add the following new sentence to Section 2(b):
"Each new account so designated shall be in the same tax
jurisdiction as the original account.".
(f) Delete Section 2(d)(i)(4) in its entirety.
(g) In Section 2(d)(ii)(1) delete the following words where they
appear:
"in respect of which X would not be required to pay an additional
amount to Y under Section 2(d)(i)(4)".
(2) PARTY B'S PAYMENT INSTRUCTIONS: Party B irrevocably authorises and
instructs Party A to make payment of:
6
(i) the Initial Exchange Amount due from Party A to Party B in
respect of the Initial Exchange Date by paying that amount
direct to the account notified in writing by Party B to Party A
for that purpose; and
(ii) any other amount due from Party A to Party B under this
Agreement by paying that amount direct to the Principal Paying
Agent to the account outside Australia notified in writing by
the Principal Paying Agent to Party A for that purpose.
(3) PARTY A'S PAYMENT INSTRUCTIONS: Party A irrevocably authorises and
instructs Party B to make payment of:
(i) any amount denominated in A$ due from Party B to the account in
Sydney notified in writing by Party A to Party B from time to
time; and
(ii) any amount denominated in US$ due from Party B to the account
notified in writing by Party A to Party B from time to time.
(4) REPRESENTATIONS: In Section 3:
(a) Section 3(a)(v) is amended by inserting immediately after the
words "creditors' rights generally" the following:
"(including in the case of a party being an ADI (as that term
is defined in the Banking Act, 1959 (Cth)), section 86 of the
Reserve Bank Act, 1959 (Cth) and section 13A(3) of the Banking
Act, 1959 (Cth) or any other analogous provision under any law
applicable to a party).".
(b) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to
represent to the other parties on the date on which it enters
into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the
contrary for that Transaction):
(i) NON-RELIANCE. It is acting for its own account (in the
case of Party B, as trustee of the Series Trust), and
it has made its own independent decisions to enter into
that Transaction and as to whether that Transaction is
appropriate or proper for it based upon its own judgment
(and in the case of Party B, also on the judgment of the
Manager) and upon advice from such advisers as it has
deemed necessary. It is not relying on any communication
(written or oral) of any other party as investment
advice or as a recommendation to enter into that
Transaction; it being understood that information and
explanations related to the terms and conditions of a
Transaction will not be considered investment advice or
a recommendation to enter into that Transaction. No
communication (written or oral) received from any other
party will be deemed to be an assurance or guarantee as
to the expected results of that Transaction.
(ii) EVALUATION AND UNDERSTANDING. It is capable of
evaluating and understanding (on its own behalf or
through independent professional advice), and
understands and accepts, the terms, conditions and risks
of that Transaction. It is also capable of assuming, and
assumes, the risks of that Transaction.
(iii) STATUS OF PARTIES. No other party is acting as a
fiduciary or an adviser to it in respect of that
Transaction.
(c) Insert the following new paragraphs (g), (h) and (i) in Section
3 immediately after Section 3(f):
7
"(g) SERIES TRUST. By Party B, in respect of Party B only:
(i) TRUST VALIDLY CREATED. The Series Trust has
been validly created and is in existence at the
Trade Date of the first occurring Transaction.
(ii) SOLE TRUSTEE. It has been validly appointed as
trustee of the Series Trust and is presently
the sole trustee of the Series Trust.
(iii) NO PROCEEDINGS TO REMOVE. No notice has been
given to it and to its knowledge no resolution
has been passed, or direction or notice has
been given, removing it as trustee of the
Series Trust.
(iv) POWER. It has power under the Master Trust Deed
to:
(A) enter into and perform its obligations
under this Agreement and each Credit
Support Document in relation to Party B
in its capacity as trustee of the
Series Trust; and
(B) mortgage or charge the Assets of the
Series Trust in the manner provided in
the Credit Support Document in relation
to Party B,
and its entry into this Agreement and each
Credit Support Document in relation to Party B
is in the interests of the beneficiaries of the
Series Trust and does not constitute a breach
of trust.
(v) GOOD TITLE. It is the lawful owner of the
Assets of the Series Trust and, subject only to
the Credit Support Document in relation to
Party B and any Security Interest permitted
under the Credit Support Document in relation
to Party B, those Assets are free of all other
Security Interests (except for Party B's right
of indemnity out of the Assets of the Series
Trust).
(vi) ELIGIBLE CONTRACT PARTICIPANT. The Series Trust
was not formed for the specific purpose of
constituting an "eligible contract participant"
under the Commodity Exchange Act.
(vii) TOTAL ASSETS. As at close of business on the
Trade Date of the first occurring Transaction,
following the issue of the Relevant Notes and
provided that the aggregate Invested Amount of
the Relevant Notes upon issue exceeds
USD10,000,000, the Series Trust will have total
assets exceeding USD10,000,000.
(h) NON-ASSIGNMENT. It has not assigned (whether
absolutely, in equity, by way of security or
otherwise), declared any trust over or given any charge
over any of its rights under this Agreement or any
Transaction except, in the case of Party B, for the
Security Interests created under each Credit Support
Document in relation to Party B.
(i) CONTRACTING AS PRINCIPAL. Each existing Transaction has
been entered into by that party as principal and not
otherwise.".
8
(5) EVENT OF DEFAULT: In Section 5(a):
(a) FAILURE TO PAY OR DELIVER: delete paragraph (i) and replace it
with the following:
"(i) FAILURE TO PAY OR DELIVER. Failure by the party to
make, when due, any payment under this Agreement or
delivery under Section 2(a)(i) or 2(e) required to be
made by it if such failure is not remedied at or
before:
(1) where the failure is by Party B, 10.00am on the
tenth day after notice of such failure is given
to Party B; and
(2) where the failure is by Party A, 10.00am on the
tenth day after notice of such failure is given
to Party A;";
(b) CONSEQUENTIAL AMENDMENTS:
(i) delete "or" at the end of Section 5(a)(vii); and
(ii) replace the full stop at the end of Section 5(a)(viii)
with "; or"; and
(c) DOWNGRADE OBLIGATIONS: insert the following new paragraph (ix):
"(ix) DOWNGRADE OBLIGATIONS. In respect of Party A only,
Party A fails to comply with Part 5(22) of the Schedule
if such failure is not remedied on or before the tenth
Business Day (or such later day as Party B and the
Manager may agree and which the Rating Agencies confirm
in writing will not result in a reduction,
qualification or withdrawal of the credit ratings then
assigned by them to the Relevant Notes) after notice of
such failure is given to Party A.".
(6) TERMINATION EVENTS:
(a) ILLEGALITY: In respect of each Transaction, the parties agree
that the imposition by any Governmental Agency of an Australian
jurisdiction of any exchange controls, restrictions or
prohibitions which would otherwise constitute an Illegality for
the purposes of Sections 5(b)(i) or 5(c) will not be an event
which constitutes an Illegality for the purposes of those
Sections so that, following the occurrence of that event:
(i) neither Party A nor Party B will be entitled to
designate an Early Termination Date in respect of that
Transaction as a result of that event occurring;
(ii) payment by Party B in accordance with Part 5(3) of this
Schedule will continue to constitute proper performance
of its payment obligations in respect of that
Transaction; and
(iii) Party A's obligations in respect of that Transaction or
this Agreement will, to the extent permitted by law, be
unaffected by the occurrence of that event.
(b) PARTY A'S LIMITED RIGHTS IN RELATION TO TAX EVENT:
(i) Notwithstanding Part 1(c)(iii) of this Schedule, but
subject to Section 6(b)(ii), Party A may designate an
Early Termination Date if it is an Affected Party
following a Tax Event but only if the Relevant Note
Trustee has notified the parties in writing that it is
satisfied that all amounts owing to the Relevant
Noteholders will be paid in full on the date on which
the Relevant Notes are to be redeemed.
9
(ii) If a Tax Event occurs where Party A is the Affected
Party and Party A is unable to transfer all its rights
and obligations under this Agreement and each
Transaction to an Affiliate pursuant to Section
6(b)(ii), Party A may, at its cost, transfer all its
rights, powers and privileges and all its unperformed
and future obligations under this Agreement and each
Transaction to any person provided that:
(A) each Rating Agency has confirmed in writing
that the transfer will not result in a
reduction, qualification or withdrawal of the
credit ratings then assigned by them to the
Relevant Notes; and
(B) that person has a long term credit rating
assigned by each Rating Agency of at least the
long term credit rating assigned by that Rating
Agency to Party A, as at the date of this
Agreement.
(7) TERMINATION:
(a) TERMINATION BY TRUSTEE: Party B must not designate an Early
Termination Date without the prior written consent of the
Relevant Note Trustee.
(b) TERMINATION BY THE RELEVANT NOTE TRUSTEE: If following an Event
of Default or Termination Event, Party B does not exercise its
right to terminate a Transaction, then the Relevant Note
Trustee may designate an Early Termination Date in relation to
that Transaction as if it were a party to this Agreement.
(c) TERMINATION PAYMENTS BY PARTY B: Notwithstanding Section
6(d)(ii), any amount calculated as being due by Party B in
respect of any Early Termination Date under Section 6(e) will
be payable on the Distribution Date immediately following the
date that such amount would otherwise be payable under Section
6(d)(ii) (or will be payable on that date if that date is a
Distribution Date) except to the extent that such amount may be
satisfied from an earlier distribution under the Security Trust
Deed or the payment of an upfront premium in respect of a
Replacement Currency Swap in accordance with Part 5(17)(b) of
this Schedule.
(d) TRANSFERS TO AVOID TERMINATION: Section 6(b)(ii) is amended as
follows:
(i) The following sentence is added at the end of the second
paragraph:
"However, if Party A is that other party it must, if so
requested by the Manager, use reasonable efforts (which
will not require Party A to incur a loss, excluding
immaterial, incidental expenses) to make such a transfer
to an Affiliate provided the Rating Agencies have given
prior written confirmation to the Manager that such a
transfer will not result in a reduction, qualification
or withdrawal of the credit ratings then assigned by
them to the Relevant Notes.".
(ii) The third paragraph is deleted and replaced with the
following:
"Any such transfer by a party under this Section
6(b)(ii) will be subject to and conditional upon the
prior written consent of the other party, which consent
will not be withheld:
(1) where the other party is Party A, if Party A's
policies in effect at such time would permit it
to enter into transactions with the transferee
on the terms proposed; or
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(2) where the other party is Party B, if the Rating
Agencies have confirmed in writing that such
transfer will not result in a reduction,
qualification or withdrawal of the credit
ratings then assigned by them to the Relevant
Notes.".
(e) DETERMINATION OF MARKET QUOTATION BY PARTY B: If Party B is
required to determine a Market Quotation in respect of a
Terminated Transaction pursuant to Section 6(e), Party B must
consult with Party A in relation to such determination prior to
making the determination and must provide to each Reference
Market-maker in relation to the Market Quotation such
information in relation to the Terminated Transaction, provided
by Party A to Party B, as Party A may reasonably request.
(8) NO SET-OFF: Section 6(e) is amended by deleting the last sentence of
the first paragraph.
(9) TRANSFER: Section 7 is replaced with:
"7. ESSENTIAL TERM: TRANSFER
(a) Neither the interests nor the obligations of any party in or
under this Agreement (including any Transaction) are capable of
being assigned or transferred (whether at law, in equity or
otherwise), charged or the subject of any trust (other than the
Series Trust or the trusts created pursuant to the Credit
Support Document in relation to Party B) or other fiduciary
obligation. Any action by a party which purports to do any of
these things is void.
(b) Nothing in this Section 7:
(i) restricts a transfer by a party after the other parties
have agreed to the variation of this Agreement in
accordance with Part 5(20) of the Schedule to the
extent necessary to permit such transfer;
(ii) restricts a novation of the interests and obligations
of a party in or under this Agreement (including any
Transaction) for the purposes of giving effect to a
transfer under Section 6(b)(ii);
(iii) restricts a transfer by a party of all or any part of
its interest in any amount payable to it from a
Defaulting Party under Section 6(e);
(iv) restricts a transfer by Party B or the Manager to a
Substitute Trustee or Substitute Manager, respectively,
in accordance with the Master Trust Deed;
(v) restricts Party B from granting security over a
Transaction or this Agreement pursuant to any Credit
Support Document in relation to Party B; or
(vi) limits Parts 5(6)(b)(ii) or 5(22) of the Schedule.
(c) Each party acknowledges that the other party enters into this
Agreement and each Transaction on the basis that this Section 7
must be strictly observed and is essential to the terms of this
Agreement (including each Transaction).".
(10) FACSIMILE TRANSMISSION: In Section 12:
(a) delete Section 12(a)(ii); and
(b) replace Section 12(a)(iii) with:
11
"(iii) if sent by facsimile transmission, on the date
a transmission report is produced by the
machine from which the facsimile was sent which
indicates that the facsimile was sent in its
entirety to the facsimile number of the
recipient notified for the purpose of this
Section unless the recipient notifies the
sender within one Business Day of the facsimile
being sent that the facsimile was not received
in its entirety in legible form;".
(11) DEFINITIONS
In this Agreement, unless the contrary intention appears:
(a) MASTER TRUST DEED: subject to Part 5(11)(h) of this Schedule,
unless defined in this Agreement words and phrases defined in
the Master Trust Deed and the Series Supplement have the same
meaning in this Agreement. Subject to Part 5(11)(h) of this
Schedule, where there is any inconsistency in a definition
between this Agreement (on the one hand) and the Master Trust
Deed or the Series Supplement (on the other hand), this
Agreement prevails. Where there is any inconsistency in a
definition between the Master Trust Deed (on the one hand) and
the Series Supplement (on the other hand), the Series
Supplement prevails over the Master Trust Deed in respect of
the Series Trust. Where words or phrases used but not defined
in this Agreement are defined in the Master Trust Deed in
relation to a Series Trust (as defined in the Master Trust
Deed) such words or phrases are to be construed in this
Agreement, where necessary, as being used only in relation to
the Series Trust;
(b) TRUSTEE CAPACITY:
(i) a reference to Party B is a reference to Party B in its
capacity as trustee of the relevant Series Trust only,
and in no other capacity;
(ii) a reference to the undertaking, assets, business or
money of Party B is a reference to the undertaking,
assets, business or money of Party B in the capacity
referred to in paragraph 11(b)(i) only; and
(iii) without limiting the foregoing, Section 5(a)(vii) will
only apply to Party B in its capacity as trustee of the
relevant Series Trust and:
(A) reference in Section 5(a)(vii)(1) to Party B
being dissolved is to the relevant Series Trust
being dissolved;
(B) Party B in its capacity as trustee of the
relevant Series Trust is not insolvent or
unable to pay its debts for the purposes of
Section 5(a)(vii)(2) to the extent that its
obligation to make any payment is limited by
any provision in a Transaction Document in
relation to the Series Trust; and
(C) the appointment of a Substitute Trustee in
relation to the Series Trust in accordance with
the Master Trust Deed is not, of itself, an
event to which Section 5(a)(vii) applies in
relation to Party B.
(c) DEFINITIONS: in Section 14:
(i) replace the definitions of "AFFECTED TRANSACTIONS" and
"LOCAL BUSINESS DAY" with the following:
12
""AFFECTED TRANSACTIONS" means, with respect to a
Termination Event, all Transactions."; and
""LOCAL BUSINESS DAY" has the same meaning as "BUSINESS
DAY"."; and
(ii) insert the following new definitions:
""BBSW" or "AUD-BBR-BBSW" in relation to a Calculation
Period means the rate appearing at approximately 10.00
am Sydney time on the Reset Date for that Calculation
Period on the Reuters Screen page "BBSW" as being the
average of the mean buying and selling rates appearing
on that page for a bill of exchange having a tenor of
three months . If:
(a) on that Reset Date fewer than 4 banks are
quoted on the Reuters Screen page "BBSW"; or
(b) for any other reason the rate for that day
cannot be determined in accordance with the
foregoing procedures,
then "BBSW" or "AUD-BBR-BBSW" means such rate as is
specified by the Calculation Agent having regard to
comparable indices then available.
"CREDIT SUPPORT ANNEX" means the Credit Support Annex
annexed to this Agreement.
"DISTRIBUTION DATE" has the meaning given in Section
16.
"MASTER TRUST DEED" means the Master Trust Deed dated 8
October 1997 between Party B and the Manager, as
amended from time to time.
"PRESCRIBED RATING PERIOD" means in relation to the
credit ratings assigned by the Rating Agencies to Party
A:
(a) a period of 30 Business Days from the date when
a credit rating assigned by a Rating Agency to
Party A is less than the relevant Prescribed
Rating but greater than or equal to a short
term credit rating of A-1 by S&P or a long term
credit rating of A- by S&P and a long term
credit rating of A3 by Xxxxx'x and a short term
credit rating of P-2 by Xxxxx'x; and
(b) a period of 5 Business Days from the date when
a credit rating assigned by a Rating Agency to
Party A is less than a short term credit rating
of A-1 by S&P or a long term credit rating of
A- by S&P and a short term credit rating of P-2
by Xxxxx'x and a long term credit rating of A3
by Xxxxx'x.
"PRESCRIBED RATINGS" means a short term credit rating
of A-1+ by S&P or a long term credit rating of AA- by
S&P, and a long term credit rating of A2 by Xxxxx'x and
a short term credit rating of P-1 by Xxxxx'x.
"RELEVANT CALCULATION AMOUNT" has the meaning given in
Section 16.
"RELEVANT NOTES" has the meaning given in Section 16.
"RELEVANT NOTE TRUSTEE" has the meaning given in
Section 16.
13
"RELEVANT NOTEHOLDERS" has the meaning given in Section
16.
"SCHEDULED MATURITY DATE" has the meaning given in
Section 16.
"SECURITY TRUST DEED" has the meaning given to it in
Section 16.
"SERIES SUPPLEMENT" has the meaning given in Section
16.
"SERIES TRUST" has the meaning given in Section 16.
(d) INTERPRETATION:
(i) references to time are references to Sydney time;
(ii) a reference to "WILFUL DEFAULT" in relation to Party B
means, subject to Part 5(11)(d)(iii) of this Schedule,
any wilful failure by Party B to comply with, or wilful
breach by Party B of, any of its obligations under any
Transaction Document, other than a failure or breach
which:
A. (1) arises as a result of a breach of a
Transaction Document by a person other
than:
(a) Party B; or
(b) any other person referred to in
Part 5(11)(d)(iii) of this
Schedule; and
(2) the performance of the action (the
non-performance of which gave rise to such
breach) is a precondition to Party B
performing the said obligation;
B. is in accordance with a lawful court order or
direction or required by law; or
C. is in accordance with any proper instruction or
direction of the Investors given at a meeting
convened under the Master Trust Deed;
(iii) a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL
DEFAULT" of Party B means the fraud, negligence or
wilful default of Party B and of its officers,
employees, agents and any other person where Party B is
liable for the acts or omissions of such other person
under the terms of any Transaction Document;
(iv) a reference to "NEITHER PARTY" will be construed as a
reference to "NO PARTY"; and
(v) a reference to "OTHER PARTY" will be construed as a
reference to "OTHER PARTIES".
(e) ISDA DEFINITIONS: The 2000 ISDA Definitions (as published by
the International Swaps and Derivatives Association, Inc
("ISDA")) (the "2000 ISDA DEFINITIONS") as at the date of this
Agreement are incorporated into this Agreement and each
Confirmation.
(f) INCONSISTENCY: Subject to Part 5(11)(a) of this Schedule,
unless specified otherwise, in the event of any inconsistency
between any two or more of the following documents in respect
of a Transaction they will take precedence over each other in
the following order in respect of that Transaction:
14
(i) any Confirmation;
(ii) this Schedule and Section 13 ("Elections and
Variables") of the Credit Support Annex (as
applicable);
(iii) the 2000 ISDA Definitions; and
(iv) the printed form of the 1992 ISDA Master Agreement and
the printed form of the ISDA Credit Support Annex which
form part of this Agreement.
(g) SWAP TRANSACTION: Any reference to a:
(i) "SWAP TRANSACTION" in the 2000 ISDA Definitions is
deemed to be a reference to a "TRANSACTION" for the
purpose of interpreting this Agreement or any
Confirmation; and
(ii) "TRANSACTION" in this Agreement or any Confirmation is
deemed to be a reference to a "SWAP TRANSACTION" for
the purpose of interpreting the 2000 ISDA Definitions.
(h) INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
PROVISIONS: Where in this Agreement a word or expression is defined
by reference to its meaning in another Transaction Document or
there is a reference to another Transaction Document or to a
provision of another Transaction Document, any amendment to the
meaning of that word or expression or to that other Transaction
Document or provision (as the case may be) will be of no effect for
the purposes of this Agreement unless and until the amendment is
consented to by the parties to this Agreement.
(12) LIMITATION OF LIABILITY: Insert the following as Sections 15 and 16, after
Section 14:
"15. PARTY B'S LIMITATION OF LIABILITY
(a) (LIMITATION ON PARTY B'S LIABILITY): Party B enters into
this Agreement only in its capacity as trustee of the
relevant Series Trust and in no other capacity. A
liability incurred by Party B acting in its capacity as
trustee of the relevant Series Trust arising under or in
connection with this Agreement is limited to and can be
enforced against Party B only to the extent to which it
can be satisfied out of the Assets of that Series Trust
out of which Party B is actually indemnified for the
liability. This limitation of Party B's liability applies
despite any other provision of this Agreement (other than
Section 15(c)) and extends to all liabilities and
obligations of Party B in any way connected with any
representation, warranty, conduct, omission, agreement or
transaction related to this Agreement.
(b) (CLAIMS AGAINST PARTY B): The parties other than Party B
may not sue Party B in respect of liabilities incurred by
Party B acting in its capacity as trustee of a Series
Trust in any other capacity other than as trustee of that
Series Trust, including seeking the appointment of a
receiver (except in relation to Assets of that Series
Trust), or a liquidator, or an administrator, or any
similar person to Party B or prove in any liquidation,
administration or similar arrangements of or affecting
Party B (except in relation to the Assets of that Series
Trust).
(c) (BREACH OF TRUST): The provisions of this Section 15 will
not apply to any obligation or liability of Party B to the
extent that it is not satisfied
15
because under the Master Trust Deed, the corresponding
Series Supplement or any other corresponding Transaction
Document or by operation of law there is a reduction in
the extent of Party B's indemnification out of the Assets
of the relevant Series Trust, as a result of Party B's
fraud, negligence or wilful default.
(d) (ACTS OR OMISSIONS): It is acknowledged that the Relevant
Parties are responsible under the corresponding
Transaction Documents for performing a variety of
obligations relating to the relevant Series Trust. No act
or omission of Party B (including any related failure to
satisfy its obligations or any breach of representation or
warranty under this Agreement) will be considered
fraudulent, negligent or a wilful default of Party B for
the purpose of paragraph (c) of this Section 15 to the
extent to which the act or omission was caused or
contributed to by any failure by any such Relevant Person
or any other person appointed by Party B under such a
Transaction Document (other than a person whose acts or
omissions Party B is liable for in accordance with any
such Transaction Document) to fulfil its obligations
relating to the relevant Series Trust or by any other act
or omission of the Manager or the Servicer or any other
such person.
(e) (NO OBLIGATION): Party B is not obliged to enter into any
commitment or obligation under this Agreement or any
Transaction Document (including incur any further
liability) unless Party B's liability is limited in a
manner which is consistent with this Section 15 or
otherwise in a manner satisfactory to Party B in its
absolute discretion.
16. SEGREGATION
Party B will enter into each Transaction as trustee of a Series
Trust. Each Confirmation in relation to a Transaction must
specify the name of the Series Trust to which the Transaction
relates. Notwithstanding anything else in this Agreement, but
without limiting the generality of Section 15, the provisions
of this Agreement (including, without limitation, the Credit
Support Annex) shall have effect severally in respect of each
Series Trust and shall be enforceable by or against Party B in
its capacity as trustee of the relevant Series Trust as though
a separate Agreement applied between Party A, Party B (in its
capacity as trustee of the Series Trust specified in the
relevant Confirmation) and the Manager for each of Party B's
said several capacities, to the intent that (inter alia):
(a) (REFERENCES TO PARTY B): unless the context indicates a
contrary intention, each reference to "Party B" in this
Agreement shall be construed as a several reference to
Party B in its respective capacities as trustee of each
Series Trust;
(b) (SEPARATE AGREEMENTS): this Master Agreement including,
without limitation, this Schedule and the Credit Support
Annex together with each Confirmation relating to a
particular Series Trust will form a single separate
agreement between Party A, the Manager and Party B in its
capacity as trustee of that Series Trust and references to
the respective obligations (including references to
payment obligations generally and in the context of
provisions for the netting of payments and the calculation
of amounts due on early termination) of Party A, the
Manager or Party B shall be construed accordingly as a
several reference to each mutual set of obligations
arising under each such separate agreement between Party
A, the Manager and Party B in its several capacity as
trustee of the relevant Series Trust;
16
(c) (REPRESENTATIONS): representations made and agreements
entered by the parties under this Agreement are made and
entered severally by Party B in its respective capacities
as trustee of each Series Trust and in respect of the
relevant Series Trust and may be enforced by Party B
against Party A or the Manager severally in Party B's said
several capacities (and by Party A or the Manager against
Party B in Party B's said several capacities);
(d) (TERMINATION): rights of termination, and obligations and
entitlements consequent upon termination, only accrue to
Party A against Party B severally in Party B's respective
capacities as trustee of each Series Trust, and only
accrue to Party B against Party A severally in Party B's
said several capacities;
(e) (EVENTS OF DEFAULT AND TERMINATION EVENTS): without
limiting Section 15, the occurrence of an Event of Default
or Termination Event in respect of one Series Trust shall
not in itself constitute an Event of Default or
Termination Event in respect of any other Series Trust;
and
(f) (DEFINITIONS):
(i) the term "SERIES TRUST":
(A) in this Section 16, means each Series
Trust (as defined in the Master Trust
Deed) specified or to be specified, as
the context requires, as the relevant
Series Trust in the Confirmation for a
Transaction; and
(B) elsewhere in this Agreement, means each
such Series Trust severally in
accordance with the preceding
provisions of this Section 16;
(ii) the term "TRANSACTION":
(A) in this Section 16, means each
Transaction governed by this Agreement;
and
(B) elsewhere in this Agreement, means each
such Transaction entered into by the
trustee as Trustee of the relevant
Series Trust;
(iii) the term "AGREEMENT":
(A) in this Section 16, and elsewhere if so
specified, means this Master Agreement,
including, without limitation, this
Schedule and the Credit Support Annex,
and all Confirmations governed by this
Master Agreement; and
(B) elsewhere, unless specified otherwise,
means the separate agreement referred
to in Section 16(b) in respect of each
particular Series Trust;
(iv) the terms "DISTRIBUTION DATE", "RELEVANT
CALCULATION AMOUNT", "RELEVANT NOTE TRUSTEE",
"RELEVANT NOTES", "RELEVANT NOTEHOLDERS",
"SCHEDULED MATURITY DATE", "SECURITY TRUST DEED"
and "SERIES SUPPLEMENT" in this
17
Agreement to the extent that it applies in
relation to a Series Trust have the respective
meanings given to them in the Confirmations for
the Transactions of that Series Trust.".
(13) FURTHER ASSURANCES: Each party will, upon request by the other party
(the "REQUESTING PARTY") at the expense of the requesting party,
perform all such acts and execute all such agreements, assurances and
other documents and instruments as the requesting party reasonably
requires (and, in the case of Party B, are within the powers granted to
Party B under the Master Trust Deed) to assure and confirm the rights
and powers afforded, created or intended to be afforded or created,
under or in relation to this Agreement and each Transaction or other
dealing which occurs under or is contemplated by it.
(14) PROCEDURES FOR ENTERING INTO TRANSACTIONS
(a) With respect to each Transaction entered into pursuant to this
Agreement and for the purposes of Section 9(e)(ii), Party A
will, by or promptly after the relevant Trade Date, send Party
B and the Manager a Confirmation substantially in the form set
out in Annexure 1 (or in such other form as may be agreed
between Party A, Party B and the Manager), and Party B and the
Manager must promptly then confirm the accuracy of and sign and
return, or request the correction of, such Confirmation; and
(b) Party B will enter into each Transaction in its capacity as
trustee of the Series Trust.
(15) AUTHORISED OFFICER: Each party will be entitled to assume, in the
absence of any knowledge to the contrary, that any Confirmation, notice
or other written communication, which is issued in respect of this
Agreement and which is purported to be signed on behalf of another
party by a person specified in the certificate provided by that other
party under Part 3(b) of this Schedule, is authorised by that other
party.
(16) RECORDED CONVERSATIONS: Each party:
(a) consents to the electronic recording of its telephone
conversations with another party (or any of its associated
persons) with or without the use of an automatic tone warning
device;
(b) will provide transcripts of such recordings (if any) upon
reasonable request by the other party (at the reasonable cost
of the party requesting);
(c) acknowledges that such recordings and transcripts can be used
as evidence by either party in any dispute between them; and
(d) acknowledges that no party is obligated to maintain copies of
such recordings and transcripts for the benefit of the other
party.
(17) REPLACEMENT CURRENCY SWAP AGREEMENT:
(a) If any Transaction under this Agreement is terminated prior to
the day upon which the Relevant Notes are redeemed in full,
Party B may, at the direction of the Manager, enter into one or
more currency swaps which replace that Transaction
(collectively a "REPLACEMENT CURRENCY SWAP") provided that:
(i) the Rating Agencies confirm in writing that the entry
into the Replacement Currency Swap by Party B does not
result in a reduction, qualification or withdrawal of
the credit ratings then assigned by them to the
Relevant Notes; and
18
(ii) the liability of Party B under the Replacement Currency
Swap is limited to at least the same extent that its
liability is limited under that Transaction.
(b) If Party B enters into a Replacement Currency Swap pursuant to
paragraph (a) and a Settlement Amount is payable by Party B to
Party A upon termination of the Transaction referred to in Part
5(17)(a) of this Schedule, Party B must, on the direction of the
Manager, pay any upfront premium to enter into the Replacement
Currency Swap received by Party B from the Replacement Currency
Swap provider to Party A in satisfaction of and to the extent of
Party B's obligation to pay the Settlement Amount to Party A,
and to the extent such premium is not greater than or equal to
the Settlement Amount, the balance may be satisfied by Party B
as an Expense.
(c) If Party B enters into a Replacement Currency Swap pursuant to
paragraph (a) and a Settlement Amount is payable by Party A to
Party B upon termination of the Transaction referred to in Part
5(17)(a) of this Schedule, Party B may direct Party A to pay
that amount to the Replacement Currency Swap provider in
satisfaction of or towards and to the extent of Party B's
obligation (if any) to pay an upfront premium to the Replacement
Currency Swap provider to enter into the Replacement Currency
Swap.
(d) The obligations of Party B (and the rights of Party A) under
this Part 5(17) will survive the termination of this Agreement.
(18) KNOWLEDGE OR AWARENESS: Subject to Section 12(a), each party will only
be considered to have knowledge or awareness of, or notice of, a thing
or grounds to believe anything by virtue of the officers of that party
or any Related Body Corporate of that party which have the day to day
responsibility for the administration or management of that party's (or
a Related Body Corporate of that party's) obligations in relation to
the Series Trust or the Transactions entered into under this Agreement
having actual knowledge, actual awareness or actual notice of that
thing, or grounds or reason to believe that thing (and similar
references will be interpreted in this way).
(19) RESTRICTIONS ON PARTY B'S RIGHTS: Party B must at all times act in
accordance with the instructions of the Manager in relation to this
Agreement.
(20) AMENDMENT TO THIS AGREEMENT: The parties to this Agreement may only
amend this Agreement in accordance with clause 33.1(b) of the Series
Supplement.
(21) APPOINTMENT OF MANAGER: Party B hereby exclusively appoints the Manager
as its attorney to act on Party B's behalf and exercise all rights and
powers of Party B with respect to this Agreement. Without limiting the
generality of the foregoing, the Manager may issue and receive on
behalf of Party B all notices, certificates and other communications to
or by Party A under this Agreement until such time as Party B serves
written notice on Party A of the revocation of the Manager's authority
to act on behalf of Party B in accordance with this Part 5(21).
(22) RATINGS DOWNGRADE:
(a) (DOWNGRADE): If, as a result of the reduction or withdrawal of
the credit rating of Party A, Party A is assigned a credit
rating by a Rating Agency less than the relevant Prescribed
Rating, Party A must by the expiry of the Prescribed Rating
Period in relation to the credit ratings assigned by the Rating
Agencies to Party A at that time (or such greater period as is
agreed to in writing by each relevant Rating Agency), at its
cost alone and at its election:
19
(i) provided that the short term credit rating by S&P is
greater than or equal to A-1 or the long term credit
rating by S&P is greater than or equal to A-, lodge
collateral in accordance with the Credit Support Annex
in an amount equal to the Collateral Amount as defined
in Part 5(22)(b) of this Schedule;
(ii) enter into an agreement novating Party A's rights and
obligations under this Agreement and each Transaction
to a replacement counterparty acceptable to the Manager
and which the Rating Agencies confirm in writing will
not result in a reduction, qualification or withdrawal
of the credit ratings then assigned by them to the
Relevant Notes; or
(iii) enter into such other arrangements in respect of each
Transaction which the Rating Agencies confirm in
writing will not result in a reduction, qualification
or withdrawal of the credit ratings then assigned by
them to the Relevant Notes.
Notwithstanding that Party A has elected to satisfy its
obligations pursuant to this Part 5(22)(a) in a particular
manner, it may subsequently and from time to time vary the
manner in which it satisfies its obligations pursuant to this
Part 5(22)(a) (but will not be entitled to any additional grace
period in relation to such a variation).
(b) (COLLATERAL AMOUNT): For the purpose of this Part 5(22) the
Collateral Amount will be an amount equal to the greater of the
following:
(i) zero;
(ii) if the credit rating of Party A is below the Prescribed
Rating in relation to S&P, CCR; and
(iii) if the credit rating of Party A is below the Prescribed
Rating in relation to Xxxxx'x, an amount acceptable to
Xxxxx'x and sufficient to maintain the credit rating
assigned to the Relevant Notes by Xxxxx'x immediately
prior to the review of the credit rating of Party A by
Xxxxx'x.
Where:
CCR = CR x 1.030
CR = MTM + VB
MTM means the aggregate mark-to-market value (whether positive
or negative) of each Transaction determined in accordance with
Part 5(22)(c) of this Schedule no earlier than 3 Business Days
prior to the date that the Collateral Amount is lodged.
VB means the volatility buffer, being the value calculated by
multiplying the Relevant Calculation Amount as at the most
recent Distribution Date by the relevant percentage obtained
from the following table:
--------------------------------------------------------------
PARTY A'S WHERE THE WHERE THE WHERE THE PERIOD
LONG TERM PERIOD PERIOD BETWEEN BETWEEN THE DATE
CREDIT BETWEEN THE THE DATE OF OF RECALCULATION
RATING BY DATE OF RECALCULATION AND THE SCHEDULED
S&P RECALCULATION AND THE MATURITY DATE IS
AND THE SCHEDULED GREATER THAN 10
SCHEDULED MATURITY DATE YEARS
MATURITY IS GREATER THAN
DATE IS 5 YEARS AND
LESS THAN LESS THAN OR
OR EQUAL TO EQUAL TO 10
5 YEARS YEARS
--------------------------------------------------------------
A+ 1.05 1.75 3.0
--------------------------------------------------------------
A 1.35 2.45 4.5
--------------------------------------------------------------
A- 1.5 3.15 6
--------------------------------------------------------------
20
(c) (MARK TO MARKET VALUE): If collateral has been lodged or is to
be lodged under Part 5(22)(a)(i) of this Schedule and Part
5(22)(b)(ii) of this Schedule applies, Party A must calculate
the mark-to-market value of each Transaction by obtaining 2
bids from counterparties with the Prescribed Ratings willing to
provide each Transaction in the absence of Party A. The
mark-to-market value may be a positive or a negative amount. A
bid has a negative value if the payment to be made is from the
counterparty to Party A and has a positive value if the payment
to be made is from Party A to the counterparty. The
mark-to-market value is the higher of the bids (on the basis
that any bid of a positive value is higher than any bid of a
negative value).
(d) (RECALCULATION): If collateral has been lodged under Part
5(22)(a)(i) of this Schedule then, unless collateral is no
longer required to be lodged in accordance with Part 5(22)(a)
of this Schedule, Party A must recalculate the Collateral
Amount (including, if Part 5(22)(b)(ii) of this Schedule
applies, the CCR and the mark-to-market value) on each
Valuation Date. If:
(i) the Value on such Valuation Date of all Posted Credit
Support held by the Secured Party is less than the
recalculated Collateral Amount, the difference is the
Delivery Amount in relation to that Valuation Date; or
(ii) the Value on such Valuation Date of all Posted Credit
Support held by the Secured Party is greater than the
recalculated Collateral Amount, the difference is the
Return Amount in relation to that Valuation Date.
(e) (DEFINITIONS): For the purposes of this Part 5(22) "Delivery
Amount", "Posted Credit Support", "Return Amount", "Secured
Party", "Value" and "Valuation Date" have the same meaning as
in the Credit Support Annex.
(23) NO AMENDMENT: Each of Party B and the Manager agrees that it will not
consent to any amendment to any provision in any Transaction Document
in relation to the Series Trust dealing with the ranking, priority or
entitlement of Party A in respect of any security or moneys relating to
the Series Trust without the prior written consent of Party A.
21
ANNEXURE 1
FORM OF CONFIRMATION [NAME OF SERIES TRUST]
[LETTERHEAD OF PARTY A]
[DATE]
TO: Perpetual Trustee Company Limited Securitisation Advisory Services
as trustee of the Series Trust Pty. Limited
Level 7 Level 6
0 Xxxxxxxxxxx Xxxxxx 00 Xxxxxx Xxxxx
Xxxxxx XXX 0000 Xxxxxx XXX 0000
XXXXXXXXX XXXXXXXXX
ATTENTION: Manager, Securitisation ATTENTION: Manager, Securitisation
Services
CONFIRMATION - [NAME OF TRANSACTION]
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the terms specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation is entered into by Perpetual Trustee Company Limited, ABN 42
000 001 007 as trustee of the Medallion Trust Series [ ] (the "SERIES
TRUST").
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novated or supplemented from
time to time (the "AGREEMENT"), between Commonwealth Bank of Australia ABN 48
123 123 124 ("PARTY A"), Perpetual Trustee Company Limited ABN 42 000 001 007 as
trustee of, inter alia, the Series Trust ("PARTY B") and Securitisation Advisory
Services Pty. Limited ABN 88 064 133 946 (the "MANAGER"). All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below.
This Confirmation incorporates the Definitions Schedule which forms part of, and
is subject to, this Confirmation.
The terms of the particular Transaction to which this Confirmation relates are
specified below:
1. OUR REFERENCE: [ ]
2. TRADE DATE: [ ]
3. EFFECTIVE DATE: Issue Date in respect of the Relevant Notes
4. TERMINATION DATE: The earlier of:
(a) the date that the Relevant Notes have
been redeemed in full in accordance
with the Note Conditions; and
(b) the Scheduled Maturity Date.
22
5. FLOATING AMOUNTS
5.1 FLOATING AMOUNTS PAYABLE
BY PARTY A (SUBJECT TO
PARAGRAPH 9 OF THIS
CONFIRMATION):
(A) Floating Rate Payer: Party A
Calculation Amount: For each Floating Rate Payer Payment
Date, the aggregate Invested Amount of
the Relevant Notes as at the first day
of the Calculation Period ending on but
excluding that Floating Rate Payer
Payment Date. The Calculation Amount
for the initial Calculation Period will
be USD1,000,000,000. The Calculation
Amount will not ever exceed
USD1,000,000,000 for any Calculation
Period.
Floating Rate Payer Each Distribution Date during the
Payment Dates: period commencing on and including
[ ] and ending on and including the
Termination Date, subject to adjustment in
accordance with the Following Business Day
Convention
Floating Rate Option: USD-LIBOR-BBA except that:
(a) references to "London Banking Days" in
section 7.1(a)(w)(xvii) and (xx) of
the Annex (June 2000 version) to the
2000 ISDA Definitions will be replaced
with references to "Banking Days" as
that expression is defined in the Note
Conditions:
(b) references to "Telerate Page 3750" in
section 7.1(w)(xvii) of the Annex
(June 2000 version) to the 2000 ISDA
Definitions will be replaced with
references to "Rate Page" as that
expression is defined in the Note
Conditions; and
(c) if USD-LIBOR-BBA cannot be determined
in accordance with the 2000 ISDA
Definitions as varied above (including
endeavouring to determine a rate under
the definition of "USD-LIBOR-Reference
banks" in section 7.1(w)(xx)), it will
remain as the most recently determined
rate obtained from a Rate Page for a
preceding Calculation Period.
Designated Maturity: [ ] months
Spread: [ ]
23
Floating Rate Day Count Actual/360
Fraction:
Reset Dates: The first day of each Calculation Period
Compounding: Inapplicable
(B) Class A-1 Unpaid Coupon If on any Distribution Date there is an
Amount: A$ Class A-1 Unpaid Interest Amount,
then on the Floating Rate Payer Payment Date
which falls on that Distribution Date, Party
A will pay to Party B an amount calculated
as follows:
$US UC = $A UC x LIBOR x US$
-----
BBSW
Exchange Rate
where:
$US UC = the amount to be paid by
Party A;
$A UC = the A$ Class A-1 Unpaid
Interest Payment in relation to
that Distribution Date;
LIBOR = the Floating Rate Option under
this paragraph 5.1 in respect of
the Reset Date which is the same
day as that Floating Rate Payer
Payment Date;
BBSW = the Floating Rate Option under
paragraph 5.2 in respect of the
Reset Date which is the same day
as that Floating Rate Payer
Payment Date.
5.2 FLOATING AMOUNTS PAYABLE
BY PARTY B (SUBJECT TO
PARAGRAPH 9 OF THIS
CONFIRMATION):
(A) Floating Rate Payer: Party B
Calculation Amount: For each Floating Rate Payer Payment
Date, the A$ Equivalent of the
aggregate Invested Amount of the
Relevant Notes as at the first day of
the Calculation Period ending on but
excluding that Floating Rate Payer
Payment Date
Floating Rate Payer Each Distribution Date during the
Payment Dates: period commencing on and including
[ ] and ending on and including the
Termination Date, subject to adjustment in
accordance with the Following Business Day
Convention
Floating Rate Option: AUD-BBR-BBSW
Designated Maturity: [ ] months
Spread: [ ]
24
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
Reset Dates The first day of each Calculation Period
Compounding: Inapplicable
(B) A$ Class A-1 Unpaid If on any Distribution Date there is an
Interest Amount: A$ Class A-1 Unpaid Interest Amount, then on
the Floating Rate Payer Payment Date which
falls on that Distribution Date Party B will
pay to Party A the A$ Class A-1 Unpaid
Interest Payment in relation to that
Distribution Date.
5.3 NO LIMIT TO RIGHTS: Nothing in paragraphs 5.1(b) or 5.2(b)
is to be construed as limiting Party
A's or Party B's rights in relation to
a failure by the other to pay the full
amount of a Floating Amount calculated
in accordance with paragraphs 5.1(a) or
5.2(a), as applicable, on a Floating
Rate Payer Payment Date (including any
right to designate an Early Termination
Date in accordance with Section 6(a) of
the Agreement).
6. EXCHANGES
6.1 INITIAL EXCHANGE:
Initial Exchange Date: Closing Date
Party A Initial Exchange The A$ Equivalent of the Party B
Amount: Initial Exchange Amount, being
A$[ ]
Party B Initial Exchange The Initial Invested Amount of the
Amount: Relevant Notes on the Issue Date, being
US$[ ]
Notwithstanding Section 2(a)(ii) of the
Agreement, Party A must pay the Party A
Initial Exchange Amount to Party B by 4.00pm
(Sydney time) on the Initial Exchange Date
and Party B must pay Party A the Party B
Initial Exchange Amount by 4.00pm (New York
time) on the Initial Exchange Date. Section
2(a)(v) of the Agreement will not apply to
the payments of the Initial Exchange
Amounts.
6.2 INTERIM EXCHANGE:
Interim Exchange Date: Each Distribution Date (other than the
Final Exchange Date)
Party A Interim Exchange In respect of an Interim Exchange Date
Amount: means the US$ Equivalent of the A$
Class A-1 Principal Amount in relation
to the Distribution Date occurring on
that Interim Exchange Date
Party B Interim Exchange In respect of an Interim Exchange Date
means the
25
Amount: A$ Class A-1 Principal Amount in relation to
the Distribution Date occurring on that
Interim Exchange Date
6.3 FINAL EXCHANGE:
Final Exchange Date: Termination Date
Party A Final Exchange The US$ Equivalent of the A$ Class A-1
Amount: Principal Amount in relation to the
Distribution Date which is the Final
Exchange Date
Party B Final Exchange The A$ Class A-1 Principal Amount in
Amount: relation to the Distribution Date which
is the Final Exchange Date
7. EXCHANGE RATES:
For the purpose of the
definitions of "A$
EQUIVALENT" and "US$
EQUIVALENT":
US$ Exchange Rate: [ ]
A$ Exchange Rate: [ ]
8. ACCOUNT DETAILS:
8.1 PAYMENTS TO PARTY A
Account for payments in The account notified in writing by
US$ Party A to Party B in accordance with
Part 5(3)(ii) of the Schedule to the
Agreement
Account for payments in The account notified in writing by Party
A$ A to Party B in accordance with Part
5(3)(i) of the Schedule to the Agreement
8.2 PAYMENTS TO PARTY B
Account for payments in The account notified in writing by the
US$: Principal Paying Agent to Party A in
accordance with Part 5(2)(ii) of the
Schedule to the Agreement
Account for payments in The account notified in writing by Party
A$: B to Party A in accordance with Part
5(2)(i) of the Schedule to the Agreement
9. NOTIFICATIONS TO PARTY A On or before the Determination Time in
respect of each Distribution Date the Manager
must notify Party A in writing of:
(a) the A$ Class A-1 Principal Amount which
the Manager has directed Party B to pay
to Party A on that Distribution Date
pursuant to clause 10.5(b)(i) of the
Series Supplement;
(b) the A$ Class A-1 Interest Payment in
26
relation to that Distribution Date;
(c) the amounts (if any) allocated to the
Class A-1 Notes in respect of any
Principal Charge-off or Principal
Charge-off Reimbursement on the
immediately preceding Determination
Date in accordance with Conditions 7.9
and 7.10 of the Note Conditions; and
(d) the A$ Class A-1 Unpaid Interest
Payment (if any) in relation to that
Distribution Date.
10. OFFICES: The Office of Party A for each Transaction is
Sydney.
The Office of Party B for each Transaction is
Sydney.
Please confirm that the above correctly sets out the terms of our agreement in
respect of each Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of
COMMONWEALTH BANK
OF AUSTRALIA ABN 48 123 123 124
By:
(Authorised Officer)
Name:
Title:
CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE: CONFIRMED AS AT THE DATE FIRST WRITTEN
ABOVE:
SIGNED for and on behalf of SIGNED for and on behalf of
PERPETUAL TRUSTEE SECURITISATION ADVISORY SERVICES PTY.
COMPANY LIMITED ABN 42 000 001 007 LIMITED ABN 88 064 133 946
as trustee of the Medallion Trust
Series
[ ]
By: By:
(Authorised Officer ) (Authorised Officer)
Name: Name:
Title: Title:
27
DEFINITIONS SCHEDULE
In this Confirmation and in the Agreement to the extent that it relates to the
Series Trust, unless the context otherwise requires:
"A$ CLASS A-1 UNPAID INTEREST PAYMENT" means in relation to a Distribution Date
the amount available to be allocated towards payment to Party A in respect of A$
Class A-1 Unpaid Interest Amounts on that Distribution Date in accordance with
clause 10.2(k)(i) of the Series Supplement determined on the basis that all
amounts allocated towards payment of A$ Class A-1 Interest Amounts and A$ Class
A-1 Unpaid Interest Amounts pursuant to clause 10.2(k)(i) of the Series
Supplement are allocated first towards payment of A$ Class A-1 Interest Amounts
and then, once the A$ Class A-1 Interest Amounts are paid in full, towards
payment of A$ Class A-1 Unpaid Interest Amounts.
"DETERMINATION TIME" in relation to a Distribution Date means on or about
11.00am Sydney time 1 Business Day prior to that Distribution Date.
"DISTRIBUTION DATE" has the same meaning as in the Series Supplement.
"NOTE CONDITIONS" means the terms and conditions of the Relevant Notes annexed
to the Relevant Notes.
"RELEVANT CALCULATION AMOUNT" means the Calculation Amount referred to in
paragraph 5.1 of this Confirmation.
"RELEVANT NOTES" means the Class A-1 Notes issued by the Trustee under the US
Dollar Note Trust Deed.
"RELEVANT NOTEHOLDERS" means the Class A-1 Noteholders as that term is defined
in the US Dollar Note Trust Deed.
"RELEVANT NOTE TRUSTEE" means The Bank of New York, New York Branch or, if The
Bank of New York is removed or retires as the trustee for the Class A-1
Noteholders, any person appointed from time to time in its place in accordance
with the US Dollar Note Trust Deed.
"SCHEDULED MATURITY DATE" has the same meaning as in the Series Supplement.
"SECURITY TRUST DEED" means the Security Trust Deed dated on or about the date
of this Confirmation between Party B, the Manager, the Relevant Note Trustee and
P.T. Limited ABN 67 004 454 666.
"SERIES SUPPLEMENT" means the Series Supplement dated on or about the date of
this Confirmation between Party A, Homepath Pty Limited ABN 35 081 986 530,
Party B and the Manager.
"US DOLLAR NOTE TRUST DEED" means the US Dollar Note Trust Deed dated on or
about the date of this Confirmation between Party B, the Manager and the
Relevant Note Trustee.
Terms defined in the Note Conditions have the same meaning in this Confirmation
unless otherwise defined in this Confirmation.
28
PARAGRAPH 13 TO NEW YORK LAW CREDIT SUPPORT ANNEX
(13) ELECTIONS AND VARIABLES
(a) SECURITY INTEREST FOR "OBLIGATIONS"
The term "Obligations" as used in this Annex includes the additional
obligations referred to in Paragraph 13(m)(vii)(B).
(b) CREDIT SUPPORT OBLIGATIONS
(i) DELIVERY AMOUNT AND RETURN AMOUNT
"DELIVERY AMOUNT" for a Valuation Date means the amount of
collateral calculated in accordance with Part 5(22)(d)(i) of
the Schedule to this Agreement for that Valuation Date.
"RETURN AMOUNT" for a Valuation Date means the amount of
collateral calculated in accordance with Part 5(22)(d)(ii) of
the Schedule to this Agreement for that Valuation Date.
(ii) ELIGIBLE COLLATERAL. The following items will qualify as
"Eligible Collateral" for Party A provided that the items
specified in paragraphs (E), (F), (G) and (H) will only
qualify as "Eligible Collateral" of Party A upon receipt by
Party B of an opinion as to the perfection of the Secured
Party's security interest in such items in form and substance
(and issued by legal counsel) satisfactory to Party B:
VALUATION
Percentage
(A) negotiable debt obligations issued by 98%
the U.S. Treasury Department having a
remaining maturity of not more than one
year
(B) negotiable debt obligations issued by 95%
the U.S. Treasury Department having a
remaining maturity of more than one year
but not more than five years
(C) negotiable debt obligations issued by 93%
the U.S. Treasury Department having a
remaining maturity of more than five years
but not more than ten years
(D) negotiable debt obligations issued by 90%
the U.S. Treasury Department having a
remaining maturity of more than ten years
(E) Agency Securities having a remaining 97%
maturity of not more than one year
(F) Agency Securities having a remaining 94%
maturity of more than one year but not
more than five years
(G) Agency Securities having a remaining 92%
maturity of more than five years but not
more than ten years
(H) Agency Securities having a remaining 89%
maturity of more than ten years
(I) Cash 100%
(J) other Eligible Credit Support and Valuation
Percentage agreed by the parties and
acceptable to each Rating Agency
29
Notwithstanding the foregoing to the contrary, the Valuation
Percentage with respect to all Eligible Credit Support shall
be deemed to be 100% with respect to a Valuation Date which is
an Early Termination Date.
"AGENCY SECURITIES" means negotiable debt obligations which
are fully guaranteed as to both principal and interest by the
Federal National Mortgage Association, the Government National
Mortgage Corporation or the Federal Home Loan Mortgage
Corporation and which have been assigned a short term credit
rating of A-1+ by S&P, but exclude: (i) interest only and
principal only securities; and (ii) collateralized mortgage
obligations, real estate mortgage investment conduits and
similar derivative securities.
(iii) OTHER ELIGIBLE SUPPORT
Not applicable.
(iv) THRESHOLDS
(A) "MINIMUM TRANSFER AMOUNT" means with respect to both
Party A and Party B: US$100,000.
(B) ROUNDING. The Delivery Amount and the Return Amount
will be rounded to the nearest integral multiple of
US$10,000.
(c) VALUATION AND TIMING
(i) "VALUATION AGENT" means Party A.
(ii) "VALUATION DATE" means the last Business Day of each week and,
at the option of Party A, any Business Day between Valuation
Dates.
(iii)"VALUATION TIME" means the close of business on the Business
Day before the Valuation Date; provided that the calculations
of Value and Exposure will be made as of approximately the same
time on the same date.
(iv) "NOTIFICATION TIME" means 11:00 am New York time on the second
Business Day after the Valuation Date.
(d) CONDITIONS PRECEDENT AND SECURED PARTY'S RIGHTS AND REMEDIES
There are no "SPECIFIED CONDITIONS" applicable to Party A. The
following is a Specified Condition with respect to Party B:
"If an Early Termination Date has been designated in respect of the
each Transaction provided that if an amount is due by Party A to
Party B in respect of that Early Termination Date pursuant to
Section 6, that amount has been paid in full.".
(e) SUBSTITUTION
(i) "SUBSTITUTION DATE" has the meaning specified in Paragraph
4(d)(ii).
(ii) CONSENT. The Pledgor must obtain the Secured Party's consent
for any substitution pursuant to Paragraph 4(d). However such
consent is not to be unreasonably withheld and the parties
agree that not wanting to accept a particular type of
Substitute Credit Support is not in itself a reasonable basis
for withholding consent if the Substitute Credit Support is
Eligible Collateral. The consent may be provided in a manner
described in Section 12 or otherwise, including orally.
30
(f) DISPUTE RESOLUTION
(i) "RESOLUTION TIME" means 11:00 am New York time.
(ii) "VALUE". Not applicable.
(iii) "ALTERNATIVE". The provisions of Paragraph 5 will apply.
(g) HOLDING AND USING POSTED COLLATERAL
(i) ELIGIBILITY TO HOLD POSTED COLLATERAL; CUSTODIANS.
Party A: Not Applicable.
Party B is not entitled to hold Posted Collateral. It must
appoint a Custodian to hold Posted Collateral on its behalf
pursuant to paragraph 6(b). Party B may only appoint a
Custodian to hold Posted Collateral on its behalf if the
following conditions are satisfied:
(A) Party B is not a Defaulting Party;
(B) Party B's Custodian will always be the Principal Paying
Agent, unless that party is Party A;
(C) if the Principal Paying Agent is Party A, then Party B
must appoint a Custodian which is a Bank (as defined in
the Federal Deposit Insurance Act, as amended) outside
Australia, whose rating (with respect to its long term
unsecured, unsubordinated indebtedness) is at all times
at least Aa2 by Xxxxx'x and its short term debt rating
is A-1+ by S&P, and Party B must notify Party A in
writing of this appointment and of the relevant account
for Paragraph 13(l); and
(D) Posted Collateral may only be held in one or more
accounts in the name of Party B in the United States
and any account established by Party B's Custodian to
hold Posted Collateral shall be established and
maintained for the sole purpose of receiving deliveries
of and holding Posted Collateral.
(ii) USE OF POSTED COLLATERAL. The provisions of paragraph 6(c)
will not apply to Party B and its Custodian. Party B's
Custodian will permit Party B to secure Party B's obligations
under the Relevant Notes by granting to the Security Trustee
the charge under the Security Trust Deed over Party B's
rights in relation to the Posted Collateral, but subject to
Paragraph 13(m)(vi) of this Annex.
(h) DISTRIBUTIONS AND INTEREST AMOUNT
(i) INTEREST RATE. The "Interest Rate", in respect of Posted
Collateral which is denominated in US$, for any day means the
Federal Funds Overnight Rate. For the purposes hereof,
"Federal Funds Overnight Rate" means, for any day, an
interest rate per annum equal to the rate published as the
Federal Funds Effective Rate that appears on Telerate Page
118 for such day. The "Interest Rate" in respect of Posted
Collateral denominated in any other Eligible Currency means
the rate as agreed between the parties.
(ii) TRANSFER OF INTEREST AMOUNT. The Transfer of Interest Amount
will be made monthly on the second Business Day of each
calendar month.
(iii) ALTERNATIVE TO INTEREST AMOUNT. The provisions of Paragraph
6(d)(ii) will apply.
31
(i) ADDITIONAL REPRESENTATION(S)
None.
(j) OTHER ELIGIBLE SUPPORT AND OTHER POSTED SUPPORT
"VALUE" and "TRANSFER" with respect to Other Eligible Support and
Other Posted Support means: not applicable.
(k) DEMANDS AND NOTICES
All demands, specifications and notices under this Annex will be
made pursuant to the Section 12 of this Agreement; provided, that
any such demand, specification or notice may be made by telephone
("TELEPHONE NOTICE") between duly authorised employees of each party
if such Telephone Notice is confirmed by a subsequent written
instruction (which may be delivered via facsimile) by the close of
business of the same day that such Telephone Notice is given.
(l) ADDRESSES FOR TRANSFERS
Party A: Party A to specify account for returns of collateral.
Party B: Party B must notify Party A of its Custodian's account.
(m) OTHER PROVISIONS
(i) Paragraph 4(b) of the Annex is replaced by the following:
"(b) TRANSFER TIMING. Subject to Paragraph 4(a) and 5 and
unless otherwise specified, if a demand for the Transfer
of Eligible Credit Support or Posted Credit Support is
made by the Notification Time, then the relevant
Transfer will be made within three Business Days of
receipt of the demand; if a demand is made after the
Notification Time, then the relevant Transfer will be
made within four Business Days of receipt of the
demand.".
(ii) EVENT OF DEFAULT
Paragraph 7(i) of the Annex is amended, on line 3, by replacing
"two Business Days" with "three Business Days".
(iii) PARTY A'S EXPENSES
Subject to Section 15 of the Agreement, Party B agrees to pay
Party A's costs and expenses in relation to or caused by any
breach by Party B of its obligations under this Annex. Party A
acknowledges and agrees that its obligations under this Annex
will not be affected by a failure by Party B to comply with its
obligations under this paragraph (m)(iii).
(iv) GOVERNING LAW NOTWITHSTANDING
Notwithstanding that the Agreement is expressed to be governed
by the laws of the State of New South Wales, this Annex (but
not any other provisions of the Agreement) shall be governed by
and construed in accordance with the laws of the State of New
York without giving effect to choice of law doctrine and
parties hereto agree that proceedings relating to any dispute
arising out of or in connection with this Annex shall be
subject to the non-exclusive jurisdiction of the federal or
state courts of competent jurisdiction in the Borough of
Manhattan in New York City, State of New York.
(v) NO TRIAL BY JURY
Each party waives, to the fullest extent permitted by
applicable law, any right it may have to a trial by jury in
respect of any suit, action or proceeding relating to this
Annex.
(vi) NO POOLING OF COLLATERAL WITH OTHER SECURITY TRUST SECURITY
Notwithstanding any provision in the Master Trust Deed, Series
Supplement or Security Trust Deed, but without prejudice to
Party B's rights under Paragraph 8(a) of this Annex, no party
shall be entitled to deal with the Posted Collateral in any
manner inconsistent with the rights of the Pledgor under
Paragraphs 3(d), 4(b) or 8(b)(iii) of this Annex, and each
party covenants to the other that it shall not permit any other
person to gain any rights in relation to the Posted Collateral
that are inconsistent with the rights of the Pledgor.
(vii) PLEDGOR AND SECURED PARTY
In this Annex:
(a) "PLEDGOR" means only Party A; and
(b) "SECURED PARTY" means only Party B.
(viii)NON-AUSTRALIAN ASSETS
Party A must only Transfer Posted Collateral to the Secured
Party from its assets held outside Australia.
(ix) DISPUTE RESOLUTION
Paragraph 5(i) is amended by:
(A) replacing the word "Exposure" with the words "the
Delivery Amount or the Return Amount, as the case may
be" in the first paragraph of Paragraph 5(i);
(B) adding the word "and" at the end of Paragraph 5(i)(A)
and deleting Paragraph 5(i)(B).
(x) SPECIFIED CONDITION
(A) In Paragraph 4(a)(ii) the words "or Specified
Condition" are deleted.
(B) In Paragraph 8(b) the words "or Specified Condition"
are deleted and replaced with the following "with
respect to the Secured Party or a Specified Condition
has occurred".