Series Notice
Perpetual Trustees Victoria Limited
Interstar Securitisation Management Pty Limited
Interstar Securities (Australia) Pty Limited
Interstar Nominees (B) Pty Limited
Interstar Nominees (R) Pty Limited
Perpetual Trustee Company Limited
The Bank of New York, New York branch
INTERSTAR MILLENNIUM TRUSTS
INTERSTAR MILLENNIUM SERIES 2003-1G TRUST
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
Australia
Tel 61 2 9230 4000
Fax 61 2 9230 5333
www.aar.com.au
(C) Copyright Allens Arthur Robinson 2003
Series Notice Allens Arthur Robinson
- -------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
1. INTRODUCTION 1
2. TRUST 1
3. DEFINITIONS AND INTERPRETATION 2
3.1 Definitions 2
3.2 Interpretation 22
3.3 Liability 22
3.4 Payment to be made on Business Day 23
4. NOTES 23
4.1 Conditions of Notes 23
4.2 Summary of conditions of Notes 23
4.3 Issue of Notes 25
4.4 Trustee's Covenant to Noteholders 25
4.5 Repayment of Notes on Principal Repayment Dates 25
4.6 Final Redemption 26
4.7 Period during which interest accrues 26
4.8 Calculation of Interest 26
4.9 Aggregate receipts 27
4.10 Ownership of Notes 27
4.11 Taxation 27
5. CLASS A1 NOTES 27
5.1 Note Issue Direction for Class A1 Notes 27
5.2 Conditions to Note Issue Direction 28
5.3 Terms of Note Issue Direction 28
6. CASHFLOW ALLOCATION METHODOLOGY 28
6.1 General 28
6.2 Calculations 28
6.3 Redraws 30
6.4 Liquid Authorised Investments 30
6.5 Interest and other payments 30
6.6 Repayments of Principal Amount and Redemption of Notes 34
6.7 Charge-offs 39
6.8 Payments into US$ Account 39
6.9 Payments out of US$ Account 40
6.10 Rounding of amounts 40
6.11 Prescription 41
6.12 Replacement of Currency Swaps 41
6.13 Payment Priorities Following enforcement of the Security Trust Deed 41
7. MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND REPRESENTATIONS,
WARRANTIES AND UNDERTAKINGS 42
7.1 Completion of details in relation to Master Trust Deed 42
7.2 Amendments to Master Trust Deed 43
- --------------------------------------------------------------------------------------------------------------
Page (i)
7.3 Amendments to Investment Management Agreement 55
7.4 Additional Representations and Warranties - Approved Seller and Trustee 57
7.5 Additional Representations and Warranties - Trust Manager 59
7.6 Additional Undertakings - Trustee 59
7.7 Additional Undertakings - Trust Manager and Servicer 61
7.8 Additional Representations and Warranties (Loans) - Servicer 63
7.9 Repetition of Representations, Warranties and Undertakings 64
8. TRANSFERS TO OTHER TRUST 64
9. PREFUNDING 65
10. BENEFICIARY 66
10.1 Issue of Units 66
10.2 Residual Capital Unit 66
10.3 Residual Income Unit 66
10.4 Register 67
10.5 Transfer of Units 67
10.6 Limit on rights 68
11. NOTE TRUSTEE 68
11.1 Capacity 68
11.2 Exercise of Rights 68
11.3 Representation and warranty 68
11.4 Payments 68
12. TAX REFORM 69
12.1 Taxation of trusts and consolidated groups 69
12.2 Amending Bill - taxation of trusts 69
12.3 Group tax liabilities 70
12.4 Evidence of tax sharing agreement 70
12.5 Objective 71
12.6 Beneficiaries 71
13. ATTORNEYS 71
14. GOVERNING LAW 71
15. ANCILLIARY FACILITIES 72
15.1 Ancillary Facilities 72
15.2 Record keeping obligations of Trust Manager 73
SCHEDULE 1 75
SCHEDULE 2 79
- --------------------------------------------------------------------------------------------------------------
Page (ii)
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
INTERSTAR MILLENNIUM SERIES 2003-1G TRUST
1. INTRODUCTION
- --------------------------------------------------------------------------------
This Series Notice is issued on 2003 pursuant to
and subject to the Master Trust Deed dated 2 December 1999 (the MASTER
TRUST DEED) between:
PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 42 004 027 258) of Level 4,
333 Collins Street, Melbourne, Victoria in its capacity as trustee of
Interstar Millennium Series 2003-1G Trust (the TRUSTEE);
INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ACN 100 346 898) of
Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
Trust Manager (the TRUST MANAGER);
INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of
Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as
Servicer (the SERVICER);
INTERSTAR NOMINEES (B) PTY LIMITED (ABN 15 075 329 412), INTERSTAR
SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) and INTERSTAR
NOMINEES (R) PTY LIMITED (ABN 57 092 315 716) each of Level 28, 367
Collins Street, Melbourne, Victoria (each an APPROVED SELLER);
PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level 7,
39 Hunter Street, Sydney, New South Wales (the SECURITY TRUSTEE); and
THE BANK OF NEW YORK, NEW YORK BRANCH of 101 Barclay Street, 21W, New
York, New York 10286 (the CALCULATION AGENT, the PRINCIPAL PAYING AGENT
and the NOTE REGISTRAR and, in its capacity as trustee for the US$
Noteholders, the NOTE TRUSTEE).
This Series Notice is issued by the Trust Manager and applies in
respect of the Interstar Millennium Series 2003-1G Trust.
Each party to this Series Notice agrees to be bound by the Transaction
Documents as amended by this Series Notice in the capacity set out with
respect to them in this Series Notice or the Master Trust Deed.
The parties agree that each Approved Seller is to be an Approved Seller
for the purposes of the Master Trust Deed, this Series 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 Series Notice and the other
Transaction Documents for the Trust.
The parties agree that the Security Trustee is to be a Security Trustee
for the purposes of the Master Trust Deed, this Series Notice and other
Transaction Documents for the Trust.
2. TRUST
- --------------------------------------------------------------------------------
The parties agree that the Trust will be a TRUST for the purposes of
the Transaction Documents.
- --------------------------------------------------------------------------------
Page 1
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
3. DEFINITIONS AND INTERPRETATION
- --------------------------------------------------------------------------------
3.1 DEFINITIONS
Unless otherwise defined in this Series Notice, words and phrases
defined in the Master Trust Deed have the same meaning where used in
this Series Notice.
In this Series 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 Trust, and do not apply to any other Trust (as defined
in the Master Trust Deed).
A$ EXCHANGE RATE means, on any date:
(a) in relation to the Class A2 Notes, the rate of exchange (set
as at the commencement of the Class A2 Currency Swap)
applicable under the Class A2 Currency Swap for the exchange
of US dollars for Australian dollars; and
(b) in relation to the Class B1 Notes, the rate of exchange (set
as at the commencement of the Class B1 Currency Swap)
applicable under the Class B1 Currency Swap for the exchange
of US dollars for Australian dollars.
ACCEPTABLE INSURANCE POLICY means a policy of insurance effected by the
Servicer:
(a) with an insurance company whose claims paying ability has an
assigned rating of not less than BBB by S&P and Baa2 by
Moody's or is otherwise acceptable to Moody's; and
(b) which provides insurance cover (for an amount of not less than
A$500,000) to the Servicer in relation to the payment of any
Penalty Payment by the Servicer.
ADDITIONAL REPAYMENT means any repayment of principal made by an
Obligor under a Loan held by the Trustee which is in addition to the
scheduled repayments or instalments which the Obligor is legally
obliged to make in accordance with the terms of the Obligor's Loan
Agreement.
ADVERSE EFFECT means an event which will materially and adversely
affect the amount of any payment to be made to any Noteholder, or will
materially and adversely affect the timing of such payment, (including
the withdrawal, qualification or downgrade of the rating of a Note by
any Designated Rating Agency).
AGENCY AGREEMENT means the Agency Agreement dated on or about the date
of this Series Notice between the Principal Paying Agent, the Note
Registrar, the Calculation Agent, the Trustee, the Note Trustee and the
Trust Manager.
AGGREGATE PRINCIPAL LOSS AMOUNT means, in relation to a Collection
Period, an amount equal to the aggregate of all Principal Losses for
that Collection Period.
ANCILLARY FACILITY means any of the following facilities provided to
the Obligors in relation to the Loans of the Trust:
(a) cheque book facility;
(b) paperless direct debit facility;
(c) paperless direct credit facility;
- --------------------------------------------------------------------------------
Page 2
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(d) credit card facility;
(e) debit card facility;
(f) deposit facility;
(g) payment facility known as "BPAY"; or
(h) any other credit or financial facility or form of financial
accommodation to those Obligors, of a type approved by each
Designated Rating Agency with respect to the Trust.
ANCILLARY FACILITY DOCUMENT means any document from time to time in
relation to an Ancillary Facility and includes:
(a) the Cheque Deposit and Direct Paperless Entry Facilities
Agreement between NAB, the Servicer and Perpetual Trustees
Victoria Limited (the FACILITIES AGREEMENT);
(b) the Collateral Agreement between NAB, the Servicer and
Perpetual Trustees Victoria Limited; and
(c) the Consent Deed between NAB, Interstar Nominees (B) Pty
Limited, Interstar Nominees (N) Pty Limited; Interstar
Nominees (R) Pty Limited, the Servicer, Interstar Home Loan
Corporation Pty Ltd, Perpetual Trustees Victoria Limited,
Perpetual Trustee Company Limited and the Warehouse Financiers
listed in that document,
in relation to the provision of Ancillary Facilities.
APPROVED BANK means a Bank which has a short term rating of at least
A-1+ from S&P and P-1 from Moody's and which is approved by the Trust
Manager in writing.
APPROVED SELLER means:
(a) any person which is a party to this Series Notice as an
Approved Seller; or
(b) any person which the Trust Manager notifies the Trustee is an
Approved Seller for the purposes of this Series Notice and who
executes a Seller Accession Certificate.
APPROVED SELLER'S FEE has the meaning given in clause 7.1(c).
ARREARS subsist in relation to a Loan held by the Trustee if the
Obligor under that Loan fails to pay any amount due under that Loan on
the day it was due.
ASSET means any asset of the Trust from time to time including any
Loan, Mortgage or Related Security specified in a Sale Notice which are
to be acquired in favour of the Trust, or any Authorised Investment
acquired by the Trust or the Trustee's rights under any Support
Facility.
AUTHORISED INVESTMENTS has the meaning given to it in the Master Trust
Deed (as amended by this Series Notice) and includes deposits by the
Trustee with an Approved Bank as contemplated under any Ancillary
Facility Document and Liquid Authorised Investments.
AUTHORISED SWAP PROVIDER means a counterparty rated at least A-1 (short
term) by S&P and A2 (long term) or P-1 (short term) by Moody's.
BANK means:
- --------------------------------------------------------------------------------
Page 3
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(a) 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;
(b) a person authorised under the Financial Services and Markets
Act 2000 (UK) to carry on a business of accepting deposits;
or
(c) a banking institution or trust company organised or doing
business under the laws of the United States of America or any
state of it.
BANK BILL RATE means as at any date the rate per cent per annum being
the average of the buying and selling rates for a 30 day bill (or, in
the case of the first Interest Period for a Class B Note, the linear
interpolation of the Cash Rate and the average of the buying and
selling rates for a 30 day bill) quoted on the page designated "BBSW"
of the Reuters Monitor System at or about 10.30 am (Melbourne time) on
that date by each person so quoting (but not less than five) and
rounding the resultant figure upwards to four decimal places, provided
that if in respect of any date the BANK BILL RATE cannot be determined
because fewer than five persons have quoted rates or a rate is not
displayed for a term equivalent to that period, then the BANK BILL RATE
for that date shall mean such rate as determined by the Trust Manager
or a Financial Advisor nominated by the Trust Manager having regard to
comparable indices then available. In the event that any such date is
not a Business Day, then the BANK BILL RATE applicable on that date
shall be deemed to be the BANK BILL RATE which is applicable on the
Business Day next succeeding that date. A certificate signed by the
Trust Manager or a Financial Advisor nominated by the Trust Manager
certifying as to the BANK BILL RATE on any date shall be final and
conclusive evidence thereof in the absence of manifest error.
BENEFICIARY means, in relation to the Trust, each holder of a Unit (as
defined in clause 10).
BENEFICIARY DISTRIBUTION means a distribution to a Residual Income
Beneficiary under clause 6.5(a)(xii) or clause 6.6(a)(i)(E).
BREAK COSTS means any break costs or payments in the nature of
compensation which are payable by the Trustee to a Swap Provider
consequent upon the early termination of a Hedge Agreement and where
such break costs or compensation are not recoverable by the Trustee
from any other person. Without limiting the foregoing, Break Costs do
not include any costs or payments payable to a Swap Provider by the
Trustee to the extent such costs or payments are recoverable by the
Trustee from Break Payments.
BREAK PAYMENT means any amount owed by an Obligor under a Loan which is
subject to a fixed rate of interest 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 Loan Agreement
(and includes any amount owed by the relevant Mortgage Insurer with
respect to the obligation of that Obligor to pay any such amount).
BUSINESS DAY means any day, other than a Saturday, Sunday or public
holiday, on which Banks are open for business in London, New York City,
Melbourne and Sydney.
CALCULATION AGENT means initially The Bank of New York, New York branch
or such other person appointed as calculation agent under the Agency
Agreement.
- --------------------------------------------------------------------------------
Page 4
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
CARRYOVER CHARGE-OFF means, in relation to a Payment Date, the
aggregate amount of all Charge-offs made prior to that Payment Date and
which have not been reduced under clause 6.5(a)(ix) prior to that
Payment Date.
CASH RATE means, in relation to the first Interest Period for a Class B
Note, the RBA Cash Rate Target appearing on the Reuters screen page
"RBA27" at approximately 8.30am (Melbourne time) on the first day of
that Interest Period, rounded upwards (if necessary) to four decimal
places. If for any reason the Cash Rate cannot be determined on that
day in accordance with the foregoing procedures the Cash Rate will be
such rate as is conclusively determined by the Trust Manager or a
Financial Advisor nominated by the Trust Manager having regard to
comparable indices then available.
CHARGE-OFF means, in relation to a Payment Date, the amount (if any) by
which the Aggregate Principal Loss Amount for the corresponding
Collection Period exceeds the amount allocated or available for
allocation on that Payment Date under clause 6.5(a)(viii).
CLASS A NOTE means a Note issued as a Class A1 Note or a Class A2 Note
with the characteristics of a Class A1 Note or a Class A2 Note (as the
case may be) under this Series Notice.
CLASS A NOTEHOLDER means a Noteholder of a Class A Note.
CLASS A1 NOTE means a Note issued as a Class A1 Note by the Trustee
with the characteristics of a Class A1 Note under this Series Notice.
CLASS A1 NOTEHOLDER means a Noteholder of a Class A1 Note.
CLASS A2 A$ EQUIVALENT means, in relation to an amount denominated or
to be denominated in US$:
(a) prior to the termination of the Class A2 Currency Swap, the
amount converted to (and denominated in) A$ at the A$ Exchange
Rate in relation to the Class A2 Notes; and
(b) after the termination of the Class A2 Currency Swap, the
amount that, when converted into US dollars at the
then-prevailing spot exchange rate in New York City for
Australian dollar purchases of US dollars, will equal the US
dollar amount owing in respect of principal or interest, as
applicable, on the Class A2 Notes to be paid from or by
reference to such amount.
CLASS A2 A$ INTEREST AMOUNT means, in relation to a Payment Date, the
amount in Australian dollars calculated as follows:
(a) on a daily basis at a rate equal to the aggregate of the Bank
Bill Rate and the Spread (as defined in the Class A2 Currency
Swap) for the relevant Class A2 Currency Swap Payment Period;
(b) on the Class A2 A$ Equivalent of the Class A2 Currency Swap
Notional Amount for that Payment Date; and
(c) on the basis of the actual number of days in the relevant
Class A2 Currency Swap Payment Period and a year of 365
days.
CLASS A2 CURRENCY SWAP NOTIONAL AMOUNT means:
- --------------------------------------------------------------------------------
Page 5
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(a) in relation to a Payment Date which is two Payment Dates
immediately preceding a Quarterly Payment Date, the aggregate
Principal Amount of the Class A2 Notes as at the first day of
the relevant Quarterly Period;
(b) in relation to a Payment Date immediately preceding a
Quarterly Payment Date, an amount equal to:
(i) the aggregate Principal Amount of the Class A2 Notes
as at the first day of the relevant Quarterly Period;
minus
(ii) the Class A2 US$ Equivalent of the amount available
for application under clause 6.6(h)(i)(A),
6.6(h)(i)(B), 6.6(i)(i)(A) or 6.6(i)(i)(B) on the
immediately preceding Payment Date; and
(c) in relation to a Payment Date which is also a Quarterly
Payment Date, an amount equal to:
(i) the aggregate Principal Amount of the Class A2 Notes
as at the first day of the relevant Quarterly Period;
minus
(ii) the Class A2 US$ Equivalent of the aggregate of the
amounts available for application under clause
6.6(h)(i)(A), 6.6(h)(i)(B), 6.6(i)(i)(A) or
6.6(i)(i)(B) on the two immediately preceding Payment
Dates.
CLASS A2 CURRENCY SWAP means, in relation to the Class A2 Notes, the
currency swap agreement entered into between the Class A2 Currency Swap
Provider, the Trust Manager and the Trustee dated on or about the date
of this Series Notice, together with the schedules and confirmations
with respect thereto and any replacement Class A2 Currency Swap entered
into in accordance with the Transaction Documents.
CLASS A2 CURRENCY SWAP PAYMENT PERIOD means:
(a) in relation to the first Payment Date, the period commencing
on (and including) the Note Issue Date and ending on (but
excluding) the first Payment Date;
(b) in relation to the final Payment Date, the period commencing
on (and including) the Payment Date prior to the earlier of
the Maturity Date and the date on which the Class A2 Notes are
redeemed in accordance with their terms and ending on (but
excluding) the Maturity Date or the date on which the Class A2
Notes are so redeemed (as the case may be); and
(c) in relation to each other Payment Date, each period commencing
on (and including) the immediately preceding Payment Date and
ending on (but excluding) that Payment Date.
CLASS A2 CURRENCY SWAP PROVIDER means initially Barclays Bank PLC and
subsequently any replacement currency swap provider appointed in
accordance with the Class A2 Currency Swap.
CLASS A2 DOWNGRADE has the same meaning as Downgrade in the Class A2
Currency Swap.
CLASS A2 GLOBAL NOTE means any global note issued or to be issued by
the Trustee under the Note Trust Deed representing Class A2 Notes.
CLASS A2 NOTE means a Note issued as a Class A2 Note by the Trustee
with the characteristics of a Class A2 Note under this Series Notice.
- --------------------------------------------------------------------------------
Page 6
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
CLASS A2 NOTEHOLDER means a Noteholder of a Class A2 Note.
CLASS A2 NOTE OWNER means, with respect to a Class A2 Global Note, the
person who is the beneficial owner of such Class A2 Global Note, as
reflected on the books of the Clearing Agency, or on the books of the
person maintaining an account with such Clearing Agency (directly as
Clearing Agency Participant or as an indirect participant) in each case
in accordance with the rules of such Clearing Agency.
CLASS A2 US$ EQUIVALENT means, in relation to an amount denominated or
to be denominated in A$:
(a) prior to the termination of the Class A2 Currency Swap, the
amount converted to (and denominated in) US$ at the US$
Exchange Rate in relation to the Class A2 Notes; and
(b) after the termination of the Class A2 Currency Swap, the
amount that, when converted into Australian dollars at the
then-prevailing spot exchange rate in New York City for US
dollar purchases of Australian dollars, will equal the Class
A2 A$ Equivalent of the US dollar amount owing in respect of
principal or interest, as applicable, on the Class A2 Notes to
be paid from or by reference to such amount.
CLASS B NOTE means a Class B1 Note or a Class B2 Note.
CLASS B NOTEHOLDER means a Noteholder of a Class B Note.
CLASS B1 A$ EQUIVALENT means, in relation to an amount denominated or
to be denominated in US$:
(a) prior to the termination of the Class B1 Currency Swap, the
amount converted to (and denominated in) A$ at the A$ Exchange
Rate in relation to the Class B1 Notes; and
(b) after the termination of the Class B1 Currency Swap, the
amount that, when converted into US dollars at the
then-prevailing spot exchange rate in New York City for
Australian dollar purchases of US dollars, will equal the US
dollar amount owing in respect of principal or interest, as
applicable, on the Class B1 Notes to be paid from or by
reference to such amount.
CLASS B1 A$ INTEREST AMOUNT means, in relation to a Payment Date, the
amount in Australian dollars calculated as follows:
(a) on a daily basis at a rate equal to the aggregate of the Bank
Bill Rate and the Spread (as defined in the Class B1 Currency
Swap) for the relevant Class B1 Currency Swap Payment Period;
(b) on the Class B1 A$ Equivalent of the Class B1 Currency Swap
Notional Amount for that Payment Date; and
(c) on the basis of the actual number of days in the relevant
Class B1 Currency Swap Payment Period and a year of 365 days.
CLASS B1 CURRENCY SWAP means, in relation to the Class B1 Notes, the
currency swap agreement entered into between the Class B1 Currency Swap
Provider, the Trust Manager and the Trustee dated on or about this
Series Notice, together with the schedules and confirmations with
respect
- --------------------------------------------------------------------------------
Page 7
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
thereto and any replacement Class B1 Currency Swap entered into in
accordance with the Transaction Documents.
CLASS B1 CURRENCY SWAP NOTIONAL AMOUNT means:
(a) in relation to a Payment Date which is two Payments Dates
immediately preceding a Quarterly Payment Date, the aggregate
Principal Amount of the Class B1 Notes as at the first day of
the relevant Quarterly Period;
(b) in relation to a Payment Date immediately preceding a
Quarterly Payment Date, an amount equal to:
(i) the aggregate Principal Amount of the Class B1 Notes
as at the first day of the relevant Quarterly Period;
minus
(ii) the Class B1 US$ Equivalent of the amount available
for application under clause 6.6(h)(ii)(A),
6.6(h)(ii)(B), 6.6(i)(ii)(A)(1) or 6.6(i)(ii)(A)(2) on
the immediately preceding Payment Date; and
(c) in relation to a Payment Date which is also a Quarterly
Payment Date, an amount equal to:
(i) the aggregate Principal Amount of the Class B1 Notes
as at the first day of the relevant Quarterly Period;
minus
(ii) the Class B1 US$ Equivalent of the aggregate of the
amounts available for application under clause
6.6(h)(ii)(A), 6.6(h)(ii)(B), 6.6(i)(ii)(A)(1) or
6.6(i)(ii)(A)(2) on the two immediately preceding
Payment Dates.
CLASS B1 CURRENCY SWAP PAYMENT PERIOD means:
(a) in relation to the first Payment Date, the period commencing
on (and including) the Note Issue Date and ending on (but
excluding) the first Payment Date;
(b) in relation to the final Payment Date, the period commencing
on (and including) the Payment Date prior to the earlier of
the Maturity Date and the date on which the Class B1 Notes are
redeemed in accordance with their terms and ending on (but
excluding) the Maturity Date or the date on which the Class B1
Notes are so redeemed (as the case may be); and
(c) in relation to each other Payment Date, each period commencing
on (and including) the immediately preceding Payment Date and
ending on (but excluding) that Payment Date.
CLASS B1 CURRENCY SWAP PROVIDER means initially Barclays Bank PLC and
subsequently any replacement currency swap provider appointed in
accordance with the Class B1 Currency Swap.
CLASS B1 DOWNGRADE has the same meaning as Downgrade in the Class B1
Currency Swap.
CLASS B1 GLOBAL NOTE means any global note issued or to be issued by
the Trustee under the Note Trust Deed representing Class B1 Notes.
CLASS B1 NOTE means a Note issued as a Class B1 Note by the Trustee
with the characteristics of a Class B1 Note under this Series Notice.
CLASS B1 NOTEHOLDER means a Noteholder of a Class B1 Note.
- --------------------------------------------------------------------------------
Page 8
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
CLASS B1 NOTE OWNER means, with respect to a Class B1 Global Note, the
person who is the beneficial owner of such Class B1 Global Note, as
reflected on the books of the Clearing Agency, or on the books of the
person maintaining an account with such Clearing Agency (directly as
Clearing Agency Participant or as an indirect participant) in each case
in accordance with the rules of such Clearing Agency.
CLASS B1 US$ EQUIVALENT means, in relation to an amount denominated or
to be denominated in A$:
(a) prior to the termination of the Class B1 Currency Swap, the
amount converted to (and denominated in) US$ at the US$
Exchange Rate in relation to the Class B1 Notes; and
(b) after the termination of the Class B1 Currency Swap, the
amount that, when converted into Australian dollars at the
then-prevailing spot exchange rate in New York City for US
dollar purchases of Australian dollars, will equal the Class
B1 A$ Equivalent of the US dollar amount owing in respect of
principal or interest, as applicable, on the Class B1 Notes to
be paid from or by reference to such amount.
CLASS B2 NOTE means a Note issued as a Class B2 Note by the Trustee
with the characteristics of a Class B2 Note under this Series Notice.
CLASS B2 NOTEHOLDER means a Noteholder of a Class B2 Note.
CLEARING AGENCY means an organisation registered as a CLEARING AGENCY
pursuant to section 17A of the Exchange Act appointed by the Trust
Manager and the Trustee to hold Notes (directly or through a Common
Depository), and initially means DTC.
CLEARING AGENCY PARTICIPANT means a broker, dealer, bank, other
financial institution or other person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities
deposited with the Clearing Agency.
CLOSING DATE means, in relation to the Trust and any Purchased Loan,
the date specified in the Sale Notice for that Purchased Loan as the
Closing Date or where a Sale Notice is not required by the Master Trust
Deed to be delivered, as specified in the procedures for transfer
agreed in accordance with the Master Trust Deed.
COLLECTION ACCOUNT means, in relation to the Trust, an account with NAB
for so long as it is an Approved Bank, or any other account, opened and
maintained by the Trustee with an Approved Bank under clause 26 of the
Master Trust Deed.
COLLECTION PERIOD means, in relation to a Payment Date, the period from
(and including) the date which is 6 Business Days before the date that
is 1 calendar month preceding that Payment Date to (but excluding) the
date which is 6 Business Days before that Payment Date. The first
Collection Period is the period from (but excluding) the first Cut-Off
Date to (and including) [*]. The Collection Period in relation to the
final Payment Date is the period from (and including) the date which is
6 Business Days before the Payment Date immediately prior to that final
Payment Date to (but excluding) the date which is 6 Business Days
before that final Payment Date.
COLLECTIONS means, in relation to the Trust for a period, Income and
Mortgage Principal Repayments for that period.
- --------------------------------------------------------------------------------
Page 9
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
COMMON DEPOSITORY means Cede & Co, as nominee for DTC or any Clearing
Agency appointed from time to time to be (or to have its nominee be)
the registered owner of a Global Note.
CONDITIONS means the terms and conditions of the US$ Notes, as annexed
to the Note Trust Deed.
CORPORATIONS ACT means the Corporations Act 2001 (Cth).
CURRENCY SWAP means the Class A2 Currency Swap or the Class B1
Currency Swap.
CURRENCY SWAP PROVIDER means the Class A2 Currency Swap Provider or
the Class B1 Currency Swap Provider.
CUT-OFF DATE means:
(a) in relation to any Purchased Loan, the date specified as the
Cut-Off Date for that Purchased Loan in the relevant Sale
Notice;
(b) in relation to any Loan originated in accordance with clause
9(b)(ii), the date for that Loan so specified in the
relevant Trust Manager's direction; or
(c) in relation to any Purchased Loan where a Sale Notice is not
required by the Master Trust Deed to be delivered, as
specified in the procedures for transfer agreed in accordance
with the Master Trust Deed.
DEALER means each of [Barclays Capital Inc. and Macquarie Bank
Limited].
DEALER AGREEMENT means the Dealer Agreement dated on or about the date
of this Series Notice between the Trustee, the Trust Manager and the
Dealers in relation to the issue of the Class B2 Notes.
DEFAULTING PARTY has:
(a) in relation to the Interest Rate Swap, the meaning given in
the Interest Rate Swap; and
(b) in relation to a Currency Swap, the meaning given in that
Currency Swap.
DEFINITIVE NOTE means a US$ Note in definitive form issued or to be
issued in respect of any US$ Note under, and in the limited
circumstances specified in, the Note Trust Deed and includes any
replacement for a Definitive Note issued under the Conditions.
DESIGNATED RATING AGENCY means:
(a) (i) in relation to the Class A1 Notes, S&P and any other
rating agency so specified prior to the issue of the
Class A1 Notes;
(ii) in relation to the Class A2 Notes, S&P and Moody's;
(iii) in relation to the Class B Notes, S&P; and
(b) otherwise, S&P and Moody's.
DTC means The Depository Trust Company.
ELIGIBILITY CRITERIA means the criteria set out in schedule 1.
ENFORCEMENT EXPENSES means the costs and expenses incurred by an
Approved Seller or the Servicer in connection with the enforcement of
any Purchased Loans or the related Loan Rights.
EXCHANGE ACT means the United States Securities Exchange Act of 1934,
as amended.
- --------------------------------------------------------------------------------
Page 10
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
EXPENSES has the meaning in the Master Trust Deed and includes any
Trustee's Fee, any Trust Manager's Fee, any Servicer's Fee and any
amounts payable or incurred by the Trustee, the Trust Manager or the
Servicer in relation to the Trust under any Ancillary Facility but
excluding:
(a) any Redraw; and
(b) any amounts required to be applied under clause 6 of the
Facilities Agreement to maintain the minimum balance required
to be standing in credit in the Trust Drawings Account (as
defined in the Facilities Agreement).
EXPENSES MARGIN means the percentage as determined by the Servicer
representing a margin to assist with the payment of Expenses and
sufficient to allow each Designated Rating Agency to affirm the ratings
on the Notes.
FINANCIAL ADVISOR means a financial institution which is, in the
reasonable opinion of the Trust Manager, experienced and competent in
the assessment of investment cash flows and the provision of financial
advice in relation thereto.
GLOBAL NOTE means a Class A2 Global Note or a Class B1 Global Note.
GOLD COMMITMENT means as at any date the then amortised facility limit
under an Interstar "Line of Credit" Access Account Loan (as referred to
in schedule 2) (or under an Interstar "Split" Access Account Loan (as
referred to in schedule 2) which has the general characteristics of the
Interstar "Gold" Access Account Loan (as referred to in schedule 2))
which forms part of the Assets of the Trust.
GST means any goods and services tax, broad based consumption tax or
value added tax imposed by any Government Agency and includes any goods
and services tax payable under the A New Tax System (Goods and Services
Tax) Act 1999.
HEDGE AGREEMENT in relation to the Trust, includes an Interest Rate
Swap and a Currency Swap.
INCOME means, in relation to a Collection Period, all moneys, rights
and property which is received by the Trustee during that Collection
Period by way of interest or otherwise in the nature of income in
respect of the Authorised Investments and, without limiting the
generality of the foregoing, includes:
(a) amounts attributable to interest received under Hedge
Agreements;
(b) interest on Income and any other moneys received;
(c) amounts in the nature of, or attributable to, interest derived
under a Support Facility (other than a Hedge Agreement);
(d) any Break Payments received from Obligors or Mortgage
Insurers; and
(e) interest and fees received from Obligors.
INCOME PERCENTAGE means, in relation to a Residual Income Beneficiary
at any time, the subscription price paid by that Residual Income
Beneficiary for all Residual Income Units held by that Residual Income
Beneficiary divided by the total subscription prices of all Residual
Income Units recorded in the Register maintained under clause 10.4 at
that time, expressed as a percentage.
INFORMATION MEMORANDUM means:
- --------------------------------------------------------------------------------
Page 11
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(a) in relation to the US$ Notes, the prospectus relating to those
US$ Notes dated on or about [*];
(b) in relation to the Class B2 Notes, the information memorandum
relating to those Class B2 Notes dated [*]; and
(c) in relation to Class A1 Notes, any information memorandum,
prospectus or other selling or distribution information
relating to those Class A1 Notes,
and includes any supplement to or amendment of that prospectus or
information memorandum (as the case may be).
INITIAL PRINCIPAL AMOUNT means, in respect of a Note, the amount
specified in clause 4.2 as the Initial Principal Amount for that Note.
INTEREST means, in respect of a Note and an Interest Period for a Note,
all interest accrued on the Note in respect of that Interest Period in
accordance with clause 4.8.
INTEREST ADJUSTMENT means, in relation to an Approved Seller, all
interest and fees accrued on the Purchased Loans, purchased from that
Approved Seller, up to (but excluding) the Closing Date for those
Purchased Loans which are unpaid as at the close of business on that
Closing Date.
INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed
and:
(a) each US$ Note, each Quarterly Payment Date;
(b) each Class B2 Note, each Payment Date; and
(c) each Class A1 Note, the date specified as such in respect of
that Note at its issue.
INTEREST PERIOD means:
(a) in relation to a US$ Note and:
(i) the first Interest Period for that Note, the period
commencing on (and including) the Note Issue Date and
ending on (but excluding) the first Quarterly Payment
Date;
(ii) the final Interest Period for that Note, the period
commencing on (and including) the Quarterly Payment
Date prior to the earlier of the Maturity Date and the
date on which that Note is redeemed in accordance with
its terms and ending on (but excluding) the Maturity
Date or the date on which that Note is so redeemed (as
the case may be); and
(iii) each other Interest Period for that Note, each period
commencing on (and including) a Quarterly Payment Date
and ending on (but excluding) the next Quarterly
Payment Date; and
(b) in relation to a Registered Note and:
(i) the first Interest Period for that Note, the period
commencing on (and including) the issue date of that
Note and ending on (but excluding) the first Payment
Date;
(ii) the final Interest Period for that Note, the period
commencing on (and including) the Payment Date prior
to the earlier of the Maturity Date and the date on
which
- --------------------------------------------------------------------------------
Page 12
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
that Note is redeemed in accordance with its terms and
ending on (but excluding) the Maturity Date and the
date on which that Note is so redeemed (as the case
may be); and
(iii) each other Interest Period for that Note, each period
commencing on (and including) a Payment Date and
ending on (but excluding) the next Payment Date.
INTEREST RATE means:
(a) in relation to a US$ Note and an Interest Period for that US$
Note:
(i) LIBOR on the relevant Rate Reset Date for that
Interest Period; plus
(ii) the MBS Margin for that US$ Note; plus
(iii) from (and including) the Step-Up Margin Date, the
Step-Up Margin for that US$ Note;
(b) in relation to a Class B2 Note and an Interest Period for that
Class B2 Note:
(i) the Bank Bill Rate on the relevant Rate Reset Date for
that Interest Period; plus
(ii) the MBS Margin for that Class B2 Note; plus
(iii) from (and including) the Step-Up Margin Date, the
Step-Up Margin for that Class B2 Note; and
(c) in relation to a Class A1 Note and an Interest Period for that
Class A1 Note, the interest rate specified in respect of that
Class A1 Note at its issue.
INTEREST RATE SWAP means any interest rate swap agreement between a
party which is an Authorised Swap Provider on the date the swap
agreement is entered into, the Trust Manager and the Trustee, together
with the schedules and confirmations with respect thereto, in relation
to the interest rate risk arising from a Loan which at any time bears a
fixed rate of interest as at that time.
INTEREST RATE SWAP PROVIDER means a counterparty who enters into an
Interest Rate Swap with the Trustee.
INVESTMENT RATE means the rate determined as the Investment Rate from
time to time under this Series Notice and the Servicing Agreement.
LEAD MANAGER means Barclays Capital Inc.
LIBOR means, in relation to any Interest Period for a US$ Note, the
rate applicable for deposits in US dollars for a period of 3 months
which appears on the Telerate Page 3750 as of 11.00 am, London time, on
the relevant Rate Reset Date (or, in the case of the first Interest
Period for a US$ Note, the linear interpolation of the rates applicable
for deposits in US dollars for [two and three] months which appear on
the Telerate Page 3750 as of 11:00am, London time, on the relevant Rate
Reset Date). 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 Definitions of the
International Swaps and Derivatives Association, Inc. (ISDA)
incorporating the 2000 ISDA definitions, as amended and updated as at
the Note Issue Date (the ISDA DEFINITIONS). USD-LIBOR-REFERENCE BANKS
means that the rate for an Interest Period for a US$ Note will be
determined on the basis of the rates at
- --------------------------------------------------------------------------------
Page 13
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
which deposits in US dollars are offered by four major banks in the
London interbank market agreed to by the Calculation Agent and the
relevant Currency Swap Provider (the REFERENCE BANKS) at approximately
11.00 am, London time, on the relevant Rate Reset Date to prime banks
in the London interbank market for a period of 3 months commencing on
the first day of the Interest Period and in a Representative Amount
(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 by Reference Banks to the Calculation Agent, the rate for
that Interest Period will be the arithmetic mean of the quotations. If
fewer than two quotations are provided by Reference Banks to the
Calculation Agent following the Calculation Agent's request, the rate
for that Interest Period will be the arithmetic mean of the rates
quoted by four major banks in New York City, selected by the
Calculation Agent and the relevant Currency Swap Provider, at
approximately 11.00 am, New York City time, on that Rate Reset Date
for loans in US dollars to leading European banks for a period of 3
months commencing on the first day of the Interest Period and in a
Representative Amount. If no such rates are available in New York
City, then the rate for such Interest Period will be the most recently
determined rate in accordance with this definition.
LIQUID AUTHORISED INVESTMENTS as at any date means any of the following
Authorised Investments:
(a) Bills, promissory notes or other negotiable instruments
accepted drawn or endorsed by a Bank which has a short term
rating of at least A-1+ from S&P and P-1 from Moody's which is
approved by the Trust Manager in writing;
(b) cash and/or deposits with an Approved Bank, or the acquisition
of certificates of deposit or any other debt security issued
by a Bank which has a short term rating of at least A-1+ from
S&P and P-1 from Moody's which is approved by the Trust
Manager in writing;
(c) loan securities issued, secured or guaranteed by the
Government of Australia or any State or Territory within the
Commonwealth of Australia;
(d) any other Authorised Investments of a type approved by each
Designated Rating Agency for the purposes of clause 6.4(a).
LIQUIDATED LOAN means a Purchased Loan with respect to which a default
has occurred and the Trust Manager has determined that all Liquidation
Proceeds likely to be recoverable have been recovered, having regard
to:
(a) the enforcement of the Mortgage and any Loan Security in
relation to that Purchased Loan;
(b) any sale of the Land subject to the Mortgage in relation to
that Purchased Loan;
(c) any proceeds paid on the compulsory acquisition of that Land
by any Government Agency;
(d) any payments received from any relevant Obligor on account of
any amount outstanding under that Purchased Loan;
(e) such other matters as the Trust Manager reasonably determines
to be relevant.
LIQUIDATION LOSS means, in relation to a Purchased Loan which becomes a
Liquidated Loan during a Collection Period, the Unpaid Balance of that
Purchased Loan after the application of all
- --------------------------------------------------------------------------------
Page 14
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
Liquidation Proceeds relating to that Purchased Loan, including any
Enforcement Expenses in respect of that Purchased Loan.
LIQUIDATION PROCEEDS means, in relation to a Purchased Loan, the amount
received by or on behalf of the Trustee in connection with the
liquidation of such Purchased Loan including, without limitation:
(a) proceeds arising from the enforcement of the Mortgage in
relation to that Purchased Loan and sale of the Land subject
to that Mortgage;
(b) proceeds arising from the enforcement of any Loan Security in
relation to that Purchased Loan;
(c) the proceeds of any claim under the relevant Mortgage
Insurance Policy or Title Insurance Policy; and
(d) proceeds arising from any resumption or compulsory acquisition
of the relevant Land by any Government Agency.
LIQUIDITY PURPOSES includes:
(a) funding Redraws under clause 6.3; and
(b) funding advances to Obligors under any Loan Agreement which
provides for a line of credit facility or revolving credit
facility.
LOAN means, in relation to the Trust, the rights of an Approved Seller
or the Trustee (as the case may require) under or in respect of Loans
(as defined in the Master Trust Deed) which are acceptable to the
Trustee (in all cases in the form certified by the relevant Approved
Seller before the Sale Notice, where those rights are to be acquired
from an Approved Seller, other than Perpetual Trustees Victoria Limited
as trustee of any trust, is or was given, and as certified thereafter
from time to time).
LOAN AMOUNT means, in relation to a Loan held by the Trustee, the
principal amount of that Loan from time to time.
LOAN TO VALUE RATIO means, in relation to a Loan, the ratio (expressed
as a percentage) which the outstanding amount of the Loan secured or to
be secured by the related Mortgage bears to the value of the Land
mortgaged or to be mortgaged both at the time the Obligor entered into
the relevant Loan Agreement.
MATURITY DATE means, for all Notes, the maturity date specified in
clause 4.2.
MBS MARGIN means, in relation to a Note, the margin specified in clause
4.2 as the MBS Margin for that Note.
MORTGAGE INSURANCE POLICY means, in relation to a Loan, an insurance
contract issued by a Mortgage Insurer which:
(a) insures, during the whole of the proposed term of the Loan,
against the risk of default by an Obligor covering:
(i) the whole of the Loan Amount due under the Loan;
- --------------------------------------------------------------------------------
Page 15
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(ii) any reasonable expenses incurred in enforcing the Loan
and relevant Loan Securities;
(iii) any unpaid interest calculated at the interest rate
applicable if interest is paid on the due date; and
(iv) the timely payment for a period of at least 12 months
after the date upon which a claim is made under that
contract of interest payments under the Loan which
remain outstanding for a period of 14 days;
(b) provides that if the Loan is subject to the Consumer Credit
Legislation then the obligation of the Mortgage Insurer to pay
the amounts above cannot be reduced or denied consequent upon
a court or tribunal making an order under the Consumer Credit
Legislation for a change to the terms of the Loan or the
relevant credit contract relating to that Loan; and
(c) provides for the Trustee as the insured party.
MORTGAGE INSURER means PMI Indemnity Limited (ABN 49 000 781 171), GE
Capital Mortgage Insurance Corporation (Australia) Pty Ltd (ABN 52 081
488 440), the Commonwealth of Australia, PMI Mortgage Insurance Ltd
(formerly MGICA Ltd) (ABN 70 000 511 071), Royal & Sun Alliance Lenders
Mortgage Insurance Ltd (ABN 55 001 825 725) or such other corporation
or corporations as approved from time to time by the Trust Manager and
each Designated Rating Agency.
MORTGAGE PRINCIPAL REPAYMENTS means, in relation to a Collection
Period, all amounts received by the Trustee during that Collection
Period in connection with a Loan or Loan Security being:
(a) in respect of the repayment of any part of the Loan Amount
under the Loan;
(b) any net receipts of a principal or capital nature received in
respect of any enforcement or recovery proceedings in
respect of the Loan or Loan Security;
(c) any net receipts of a principal or capital nature under a
Support Facility in respect of the Loan or Loan Security;
(d) any other amount which, under clause 6.5(a)(vii) or 9(c), is
to be treated as a Mortgage Principal Repayment received by
the Trustee during that Collection Period; and
(e) any other amount received on, under or in relation to the Loan
or Loan Security and which is not Income.
NAB means National Australia Bank Limited.
NON-LIQUID AUTHORISED INVESTMENTS means Authorised Investments other
than Liquid Authorised Investments.
NOTE means a note referred to in clause 4.
NOTEHOLDER means the person who:
(a) in relation to a Definitive Note or a Global Note at any time,
is registered in the Note Register as the holder of that
Definitive Note or Global Note (as the case may be) at that
time; and
(b) in relation to a Registered Note at any time, is registered in
the Register as the holder of that Note at that time.
- --------------------------------------------------------------------------------
Page 16
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
NOTE ISSUE DATE means [*].
NOTE MANAGER means each Dealer and each Underwriter.
NOTE OWNER means a Class A2 Note Owner or a Class B1 Note Owner.
NOTE REGISTER means the register kept by the Note Registrar to provide
for the registration and transfer of US$ Notes under the Note Trust
Deed and the Agency Agreement.
NOTE REGISTRAR means, initially The Bank of New York, New York branch,
or any successor note registrar appointed under the Agency Agreement.
NOTE TRUST DEED means the Note Trust Deed dated on or about the date of
this Series Notice between the Note Trustee, the Trustee and the Trust
Manager.
NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
[*] issued under the Master Trust Deed in relation to the Trust.
OBLIGOR means an Obligor as defined in the Master Trust Deed and may be
a resident of any country.
OTHER TRUST means any Trust (as defined in the Master Trust Deed) other
than the Trust.
PAYING AGENT means any person for the time being appointed as a Paying
Agent under the Agency Agreement and includes the Principal Paying
Agent.
PAYMENT DATE means, subject to clause 3.4(b), the 20th day of each
month, the first such date being 20 [March] 2003.
PORTFOLIO OF LOANS means all Loans specified in a Note Issue Direction
or Sale Notice.
PREFUNDING ACCOUNT means the account held by the Trustee in its
capacity as trustee of the Trust with an Approved Bank into which will
be or is deposited the Prefunding Amount.
PREFUNDING AMOUNT has the meaning given in clause 9.
PREFUNDING END DATE means the first Quarterly Payment Date.
PRESCRIBED MINIMUM LEVEL means, at any time, 1% of the aggregate of:
(a) the Class A2 A$ Equivalent of the Principal Amount of all
Class A2 Notes then outstanding;
(b) the Class B1 A$ Equivalent of the Principal Amount of all
Class B1 Notes then outstanding; and
(c) the Principal Amount of all Registered Notes then outstanding,
or such other percentage as determined by the Trust Manager and
confirmed by each Designated Rating Agency that such percentage is not
detrimental to the rating (including a qualification or a withdrawal of
a rating) of any Notes outstanding at that time.
PRINCIPAL AMOUNT means, on a date in relation to a Note, the Initial
Principal Amount of that Note minus the aggregate of Principal Payments
made in respect of that Note on or before that date.
PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of
the Master Trust Deed, the Principal Amount of the Note at the Maturity
Date.
- --------------------------------------------------------------------------------
Page 17
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
PRINCIPAL LOSS means, in relation to a Collection Period, the amount of
any Liquidation Loss for that Collection Period referred to in clause
6.2(a)(xiv)(B).
PRINCIPAL PAYING AGENT means initially The Bank of New York, New York
branch or such other person appointed as principal paying agent under
the Agency Agreement.
PRINCIPAL PAYMENT means a payment in relation to a Note under clause
6.6.
PRINCIPAL REPAYMENT DATE means, for the purposes of the Master Trust
Deed, and:
(a) each US$ Note, each Quarterly Payment Date;
(b) each Class B2 Note, each Payment Date; and
(c) each Class A1 Note, each date specified as such in respect of
that Note at its issue.
PROPERTY RESTORATION EXPENSES means costs and expenses incurred by or
on behalf of the Trustee in repairing, maintaining or restoring to an
appropriate state of repair and condition any Mortgaged Property, in
exercise of a power conferred on the relevant mortgagee under the
relevant Purchased Loan and Relevant Documents.
PURCHASED LOAN means each Loan and the related Loan Rights specified in
a Sale Notice (or, where relevant, in accordance with the procedures
agreed under the Master Trust Deed) which is accepted by the Trustee,
unless the Trustee has ceased to have an interest in that Loan.
QUARTERLY PAYMENT DATE means, subject to clause 3.4(b):
(a) the first Quarterly Payment Date is 20 [May 2003]; and
(b) each subsequent Quarterly Payment Date is the 20th day of each
[February, May, August and November].
QUARTERLY PERIOD means:
(a) each Interest Period for the US$ Notes; and
(b) in relation to a Quarterly Payment Date, the period commencing
on (and including) the immediately preceding Quarterly Payment
Date or the Note Issue Date (as the case may be) and ending on
(but excluding) that Quarterly Payment Date or the date on
which all of the US$ Notes are redeemed.
RATE RESET DATE means:
(a) in relation to an Interest Period and a US$ Note, the date
which is 2 Business Days before the beginning of the Interest
Period for that US$ Note. In this paragraph (a) of the
definition of Rate Reset Date, BUSINESS DAY means any day on
which banks are open for business (including dealings in
foreign exchange and foreign currency deposits) in London and
New York City; and
(b) in relation to an Interest Period and a Registered Note, the
first day of the Interest Period for that Note.
RECORD DATE means for the purposes of the Master Trust Deed in relation
to a date for payment of any amount in relation to a Note, 4.00 pm
(Melbourne time) on the date which is 4 Business Days before that date
for payment.
- --------------------------------------------------------------------------------
Page 18
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
RECOVERY AMOUNT means, in relation to a Payment Date, the aggregate of
all amounts applied on that Payment Date under clauses 6.5(a)(viii) and
6.5(a)(ix).
REDRAW means, in relation to any Collection Period, an amount
re-advanced to an Obligor by the Trustee under a Loan held by the
Trustee in respect of any previous Additional Repayments of the
Obligor.
REGISTERED NOTE means a Class A1 Note or a Class B2 Note.
REGISTERED NOTEHOLDER means, in relation to a Registered Note at any
time, the holder of that Registered Note at that time.
RESIDUAL CAPITAL UNIT has the meaning given in clause 10.1.
RESIDUAL INCOME UNIT has the meaning given in clause 10.1.
REUTERS MONITOR SYSTEM means the monitor system used by AAP Reuters
Economic Services (and its successors and assigns) or any similar
monitor system as agreed upon from time to time by the Trust Manager
and the Trustee.
SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed)
which may be given by an Approved Seller to the Trustee as trustee of
the Trust on or after the date of execution of this Series Notice and
which is subsequently accepted by the Trustee.
SECURITIES ACT means the United States Securities Act of 1933, as
amended.
SECURITY TRUST DEED means the security trust deed dated on or before
the date of this Series Notice between the Trustee, the Trust Manager,
the Security Trustee and the Note Trustee.
SERVICER'S FEE has the meaning given in clause 7.1(d).
SHORTFALL has the meaning given in clause 6.5(d).
STEP-UP MARGIN means:
(a) in relation to a Class A2 Note, [*]% per annum;
(b) in relation to a Class B1 Note, [*]% per annum; and
(c) in relation to a Class B2 Note, [*]% per annum.
STEP-UP MARGIN DATE means:
(a) in relation to any Class A2 Notes, the Payment Date in
February 2010;
(b) in relation to any Class B1 Notes, the Payment Date in
February 2010; and
(c) in relation to any Class B2 Notes, the Payment Date in
February 2010.
SUBJECT PROPERTY means the freehold land or leasehold land to be
mortgaged pursuant to a proposed Loan.
SUPPORT FACILITY has the meaning given to it in the Master Trust Deed
(as amended by this Series Notice) and includes any Title Insurance
Policy.
SUPPORT FACILITY PROVIDER has the meaning given to it in the Master
Trust Deed (as amended by this Series Notice) but does not include any
person who has provided or agreed to provide any Mortgage Insurance
Policy or Title Insurance Policy.
- --------------------------------------------------------------------------------
Page 19
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
SWAP PROVIDER means, in relation to a Hedge Agreement, the
counterparty which enters into that arrangement with the Trustee.
THRESHOLD REQUIREMENTS means, at any time, the existence of each of
the following conditions:
(a) there are no Carryover Charge-offs at that time;
(b) no more than 5% (by principal balance) of the Purchased Loans
are in Arrears by an amount equal to two or more monthly
payments at that time; and
(c) an amount equal to the aggregate of:
(i) the Class B1 A$ Equivalent of the Principal Amount of
all Class B1 Notes outstanding at that time; plus
(ii) the Principal Amount of all Class B2 Notes
outstanding at that time,
is not less than 0.25% of the amount equal to the aggregate
of:
(i) the Initial Principal Amount of all Class B2 Notes on
the Note Issue Date; plus
(ii) the Class A2 A$ Equivalent of the Initial Principal
Amount of all Class A2 Notes on the Note Issue Date;
plus
(iii) the Class B1 A$ Equivalent of the Initial Principal
Amount of all Class B1 Notes on the Note Issue Date.
TITLE INSURANCE POLICY means, in relation to a Mortgage, an insurance
policy issued by a Title Insurer in a form reasonably acceptable to the
Trustee which insures against losses arising from that Mortgage
providing insufficient security for the relevant Loan, including, as a
result of the Mortgage:
(a) being subject to any prior encumbrance;
(b) not being validly registered; or
(c) being invalid or unenforceable.
TITLE INSURER means First American Title Insurance Company of Australia
Pty Limited (ABN 64 075 279 908) or any other entity approved from time
to time by the Trust Manager and which each Designated Rating Agency
has confirmed will not cause the downgrade or withdrawal of the rating
of any Note.
TOTAL INITIAL PRINCIPAL AMOUNT means, at any time in respect of a
Class, the sum of all Initial Principal Amounts for all Notes in that
Class.
TOTAL PRINCIPAL AMOUNT means, at any time in respect of a Class, the
sum of all Principal Amounts at that time for all Notes in that Class.
TRANSACTION DOCUMENT means each of the following documents:
(a) this Series Notice;
(b) the Master Trust Deed;
(c) the Notice of Creation of Trust;
(d) the Currency Swap;
(e) the Interest Rate Swap;
- --------------------------------------------------------------------------------
Page 20
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(f) the Investment Management Agreement;
(g) the Agency Agreement;
(h) the Note Trust Deed;
(i) each Note;
(j) the Security Trust Deed;
(k) the Seller Accession Certificate dated 16 June 2000 between
Interstar Nominees (R) Pty Limited, Perpetual Trustees
Victoria Limited and the Servicer;
(l) the Seller Accession Certificate dated [*] 2003 between
Interstar Securities (Australia) Pty Limited, Perpetual
Trustees Victoria Limited and the Servicer;
(m) the Seller Accession Certificate dated 3 December 1999 between
Interstar Nominees (B) Pty Limited, Perpetual Trustees
Victoria Limited and the Servicer;
(n) any other document which is expressed to be, or which is
agreed by the Trust Manager and the Trustee to be, a
TRANSACTION DOCUMENT for the purposes of this Series Notice;
and
(o) any other document that is executed under or which is or is
expressed to be incidental or collateral to, any other
Transaction Document.
TRUST means the Interstar Millennium Series 2003-1G Trust constituted
under the Master Trust Deed and the Notice of Creation of Trust.
TRUST MANAGER'S FEE has the meaning given in clause 7.1(a).
TRUSTEE'S FEE has the meaning given in clause 7.1(b).
UNDERWRITER means each of [Barclays Capital Inc., [*] and Macquarie
Bank Limited].
UNDERWRITING AGREEMENT means the Underwriting Agreement dated on or
about the date of this Series Notice between the Trustee and the
Underwriters.
US$ ACCOUNT means the US$ account opened and maintained for the
purposes of the Trust outside Australia with the Principal Paying Agent
(so long as the Principal Paying Agent is an Approved Bank) or with
such other person who is an Approved Bank.
US$ EXCHANGE RATE means, on any date:
(a) in relation to the Class A2 Notes, the rate of exchange (set
as at the commencement of the Class A2 Currency Swap)
applicable under the Class A2 Currency Swap for the exchange
of Australian dollars for US dollars; and
(b) in relation to the Class B1 Notes, the rate of exchange (set
as at the commencement of the Class B1 Currency Swap)
applicable under the Class B1 Currency Swap for the exchange
of Australian dollars for US dollars.
US$ NOTE means a Class A2 Note or a Class B1 Note.
US$ NOTEHOLDER means a Noteholder of a US$ Note.
- --------------------------------------------------------------------------------
Page 21
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
3.2 INTERPRETATION
(a) Clause 1.2 of the Master Trust Deed is incorporated into this
Series Notice as if set out in full, except that any reference
to DEED is replaced by a reference to SERIES NOTICE and any
reference to A TRUST is replaced by a reference to THE
TRUST.
(b) (i) A reference to US DOLLARS or US$ is to the currency
of the United States of America.
(ii) A reference to AUSTRALIAN DOLLARS or A$ is to the
currency of Australia.
(c) a Downgrade will be deemed to SUBSIST until such time as
provided in the relevant Currency Swap.
3.3 LIABILITY
(a) (GENERAl) Clause 32 of the Master Trust Deed, as amended by
the Notice of Creation of Trust and this Series Notice,
applies to the obligations and liabilities of the Trustee and
the Trust Manager under this Series Notice.
(b) (LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY)
Without limiting the generality of paragraph (a), clause 32.16
of the Master Trust Deed as amended by this Series Notice is
incorporated into this Series Notice as if set out in full,
except that any reference to DEED is replaced by a reference
to Series Notice and any reference to TRUST refers to the
Trust.
(c) (UNRESTRICTED REMEDIES) Nothing in this clause 3.3 limits a
person in:
(i) obtaining an injunction or other order to restrain
any breach of this agreement by any party; or
(ii) obtaining declaratory relief.
(d) (RESTRICTED REMEDIES) Except as provided in paragraphs (a)
and (b) and subject to paragraph (c), no person shall:
(i) (STATUTORY DEMAND) issue any demand under s459E(1)
of the Corporations Act (or any analogous provision
under any other law) against the Trustee;
(ii) (WINDING UP) apply for the winding up or dissolution
of the Trustee;
(iii) (EXECUTION) levy or enforce any distress or other
execution to, on, or against any assets of the
Trustee (other than the Assets of the Trust);
(iv) (COURT APPOINTED RECEIVER) apply for the appointment
by a court or a receiver to any of the assets of the
Trustee (other than the Assets of the Trust);
(v) (JUDGMENT) obtain a judgment for the payment of
money or damages by the Trustee;
(vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to
exercise any set-off or counterclaim against the
Trustee (other than in respect of the Assets of the
Trust); or
(vii) (ADMINISTRATOR) appoint, or agree to the appointment
of, any administrator to the Trustee,
- --------------------------------------------------------------------------------
Page 22
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
or take proceedings for any of the above and each party
(including each Noteholder) waives its rights to make those
applications and take those proceedings.
3.4 PAYMENT TO BE MADE ON BUSINESS DAY
(a) 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.
(b) If any Payment Date or Quarterly Payment Date falls on a day
which is not a Business Day, the Payment Date or Quarterly
Payment Date (as the case may be) will be the next Business Day.
4. NOTES
- --------------------------------------------------------------------------------
4.1 CONDITIONS OF NOTES
(a) The conditions of the Registered Notes will be as set out in the
Master Trust Deed, as supplemented and amended by the provisions
set out in this Series Notice.
(b) The conditions of the US$ Notes will be as set out in the Master
Trust Deed (as supplemented and amended by this Series Notice)
and the Conditions.
4.2 SUMMARY OF CONDITIONS OF NOTES
Under clause 9.3 of the Master Trust Deed, the Trust Manager provides
the following information in respect of the Notes.
(a) Class of Note: there will be the following Classes of Notes:
(i) Class A1 Notes
(ii) Class A2 Notes
(iii) Class B1 Notes
(iv) Class B2 Notes
(b) Total Initial Principal (i) the Class A1 Notes - the aggregate of the Initial
Amount of each Class of Principal Amounts of those Class A1 Notes on the
Notes: relevant Note Issue Date
(ii) Class A2 Notes - US$[750,000,000]
(iii) Class B1 Notes - US$[25,000,000]
(iv) Class B2 Notes - A$[*]
(c) Manner and order in which as set out in clause 6
principal and interest is to
be paid on Notes:
- --------------------------------------------------------------------------------
Page 23
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(d) MBS Margin: (i) any Class A1 Note, the percentage per annum as
determined by the Trust Manager and notified to the
Trustee on the relevant Note Issue Date
(ii) any Class A2 Note, [*]% per annum;
(iii) any Class B1 Note, [*]% per annum; and
(iv) any Class B2 Note, [*]% per annum.
(e) Initial Principal Amount: (i) any Class A1 Note - the amount as determined by the
Trust Manager and notified to the Trustee
on the date which is 4 Business Days before the
relevant Note Issue Date
(ii) any Class A2 Note - subject to clause
4.3(b), each denominated with an Initial
Principal Amount of US$100,000 per Note and,
thereafter, with minimum increments of US$1,000
(iii) any Class B1 Note - subject to clause
4.3(b), each denominated with an Initial
Principal Amount of US$100,000 per Note and,
thereafter, with minimum increments of US$1,000
(iv) any Class B2 Note - subject to clause 4.3(a), each
denominated with an Initial Principal Amount of
A$10,000 per Note
(f) Rating: (i) Class A1 Notes - such rating (if any) notified by
the Trust Manager to the Trustee as approved by
each Designated Rating Agency for those Class
A1 Notes at the relevant Note Issue Date
(ii) Class A2 Notes - AAA long term rating from
S&P and Aaa long term rating from Moody's
(iii) Class B1 Notes - [AA-] (CreditWatch Developing) long
term rating from S&P
(iv) Class B2 Notes - AA- (CreditWatch Developing) long
term rating from S&P
(g) Issue Price: (i) any Class A1 Note - issued at par value
(ii) any Class A2 Note - issued at par value
(iii) any Class B1 Note - issued at par value
(iv) any Class B2 Note - issued at par value
(i) Maturity Date: Quarterly Payment Date falling in July 2035
- --------------------------------------------------------------------------------
Page 24
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
4.3 ISSUE OF NOTES
(a) The Registered Notes must be issued in minimum parcels or
subscriptions which have an aggregate Initial Principal Amount of
A$500,000, (disregarding any amount payable to the extent to
which it is to be paid out of money lent by the person offering
the Notes or an associate (as defined in Division 2 of Part 1.2
of the Corporations Act)) or must otherwise constitute an issue
that is not required to be disclosed under Part 6D.2 of the
Corporations Act.
(b) The US$ Notes must be issued in minimum parcels or subscriptions
which have an aggregate Initial Principal Amount of US$100,000
and in amounts, or on terms, such that their offer for
subscription and their issue will comply with:
(i) the Financial Services and Markets Act 2000 (UK) and all
regulations made under or in relation to that Act and the
Public Offers of Securities Regulations 1995; and
(ii) the Securities Act, the Exchange Act, all regulations made
under or in relation to them, and all other laws or
regulations of any jurisdiction of the United States of
America regulating the offer or issue of, or subscription
for, Notes.
(c) No Registered Note has been or will be registered under the
Securities Act and the Registered Notes must not be offered or
sold within the United States or to, or for the account or
benefit of, US persons except in accordance with Regulation S
under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act. Terms used in
this paragraph have the meanings given to them by Regulation S
under the Securities Act.
4.4 TRUSTEE'S COVENANT TO NOTEHOLDERS
Subject to the terms of the Master Trust Deed and this Series Notice,
the Trustee:
(a) acknowledges its indebtedness in respect of the Principal Amount
of each Note; and
(b) covenants for the benefit of the Security Trustee, each
Registered Noteholder and the Note Trustee on behalf of the US$
Noteholders (subject to receiving any directions required under
and given in accordance with the Transaction Documents):
(i) to make all payments on or in respect of the Notes held by
that Noteholder on the due date for payment;
(ii) to comply with the terms of this Series Notice and the
Transaction Documents to which it is a party; and
(iii) to pay the Principal Amount in relation to the Notes held
by that Noteholder on the Maturity Date together with
accrued and unpaid interest thereon.
4.5 REPAYMENT OF NOTES ON PRINCIPAL REPAYMENT DATES
(a) On each Principal Repayment Date for a Note, the Principal 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
Principal Repayment Date in respect of that Note.
- --------------------------------------------------------------------------------
Page 25
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(b) All Principal Payments on the US$ Notes will be made in US
dollars.
(c) All Principal Payments on the Registered Notes will be made in
Australian dollars.
4.6 FINAL REDEMPTION
Each Note shall be finally redeemed, and the obligations of the Trustee
with respect to the payment of the Principal Amount of that Note shall
be finally discharged, on the first to occur of:
(a) the date on which the Principal Amount of that Note is reduced to
zero;
(b) the date on which the relevant Noteholder renounces in writing
all of its rights to all amounts payable under or in respect of
that Note;
(c) in relation to:
(i) the US$ Notes, the date on which all amounts received by the
Note Trustee with respect to the enforcement of the Security
Trust Deed and payable to the US$ Noteholders are paid to
the US$ Noteholders; and
(ii) the Registered Notes, the date on which all amounts received
with respect to the enforcement of the Security Trust Deed
and payable to the Registered Noteholders are paid to the
Registered Noteholders;
(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 Series
Notice; and
(e) the date on which the Note is cancelled or redeemed under clause
6.6.
4.7 PERIOD DURING WHICH INTEREST ACCRUES
Each Note bears interest calculated and payable in arrears in
accordance with this Series Notice from the relevant Note Issue Date to
the date upon which that Note is finally redeemed in accordance with
clause 4.6.
4.8 CALCULATION OF INTEREST
(a) Interest payable on each Note in respect of each Interest Period
for that Note is calculated:
(i) on a daily basis at the applicable Interest Rate;
(ii) on the Principal 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) in the case of the US$ Notes, a year of 360 days; and
(B) in the case of the Registered Notes, a year of 365
days, and shall accrue due from day to day.
(b) The Step-Up Margin for each Class of Notes is the percentage per
annum which:
(i) applies following the relevant Step-Up Margin Date for that
Class;
(ii) is, in the case of any:
- --------------------------------------------------------------------------------
Page 26
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(A) Class A2 Notes, [*]% per annum;
(B) Class B1 Notes, [*]% per annum; and
(C) Class B2 Notes, [*]% per annum; and
(iii) in addition to:
(A) (1) LIBOR, in the case of the US$ Notes; or
(2) Bank Bill Rate, in the case of the Registered
Notes; and
(B) the relevant MBS Margin, forms the Interest Rate
following the relevant Step-Up Margin Date for that
Class.
4.9 AGGREGATE RECEIPTS
Notwithstanding anything in clause 6, no Noteholder will be entitled to
receive aggregate principal under any of the provisions in that clause
on any Note at any time in excess of the Principal Amount for that Note
at that time.
4.10 OWNERSHIP OF NOTES
The Trustee, the Trust Manager and the Security Trustee may treat a
Noteholder as the absolute owner of any Note which the Noteholder is
registered as holding (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.
4.11 TAXATION
All payments in respect of the Notes will be made without withholding
or deduction for, or on account of, any present or future Taxes
(including, without limitation, interest withholding tax) unless the
Trustee or other payer is required by any applicable law to make any
such payment in respect of the Notes subject to any withholding or
deduction for, or on account of, any present or future Taxes. In that
event, the Trustee or other payer must make such payment after such
withholding or deduction has been made and must account to the relevant
authorities for the amount so required to be withheld or deducted. The
Trustee or other payer will not be obliged to make any additional
payments to Noteholders in respect of that withholding or deduction.
5. CLASS A1 NOTES
- --------------------------------------------------------------------------------
5.1 NOTE ISSUE DIRECTION FOR CLASS A1 NOTES
If, on a Payment Date, Mortgage Principal Repayments for the Collection
Period preceding that Payment Date are insufficient to fund Redraws for
that Collection Period in accordance with this Series Notice, then the
Trust Manager may give the Trustee a Note Issue Direction to issue a
series of Class A1 Notes in accordance with clause 12 of the Master
Trust Deed and this clause 5.
- --------------------------------------------------------------------------------
Page 27
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
5.2 CONDITIONS TO NOTE ISSUE DIRECTION
The Trust Manager must not give a Note Issue Direction under clause 5.1
unless it has received written confirmation from each Designated Rating
Agency that the issue of the Class A1 Notes would not result in a
downgrading or withdrawal of a rating of any Note then outstanding.
5.3 TERMS OF NOTE ISSUE DIRECTION
A Note Issue Direction given under clause 5.1:
(a) must be given no later than the date which is 3 Business Days
before the proposed issue date of the relevant Class A1 Notes,
or any other date agreed by the Trustee and the Trust Manager;
and
(b) must specify the MBS Margin, the aggregate Initial Principal
Amount, Initial Principal Amount, rating, issue price and
Maturity Date of the relevant Class A1 Notes (in each case
containing the relevant information specified in clause 4.2).
6. CASHFLOW ALLOCATION METHODOLOGY
- --------------------------------------------------------------------------------
6.1 GENERAL
Collections and other amounts credited to the Collection Account will
be allocated by the Trust Manager, and paid by the Trustee as directed
by the Trust Manager, as set out in this clause 6.
6.2 CALCULATIONS
(a) On or before each date which is 4 Business Days before each
Payment Date, the Trust Manager will, in respect of the
Collection Period immediately before that Payment Date, calculate
or otherwise ascertain:
(i) all Income for that Collection Period;
(ii) all Mortgage Principal Repayments for that Collection
Period;
(iii) the aggregate of all Redraws made during that Collection
Period;
(iv) the Bank Bill Rate for the relevant period (which shall be
calculated and notified on that Payment Date);
(v) the amount of Interest payable on each Note on that
Payment Date (if any);
(vi) the amount of the Principal Payment to be made on each
Note on that Payment Date;
(vii) Expenses for that Collection Period;
(viii) the Principal Amount of each Note as at the first day of
the next Interest Period for that Note (after deducting
any Principal Payment due to be made in respect of each
Note on that Payment Date);
(ix) the amount of any Approved Seller's Fee for that
Collection Period;
(x) in the case of the first Payment Date, the Interest
Adjustment payable to an Approved Seller;
- --------------------------------------------------------------------------------
Page 28
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(xi) the Class A2 Currency Swap Notional Amount and the
Class B1 Currency Swap Notional Amount for that Payment
Date;
(xii) the Class A2 A$ Interest Amount and the Class B1 A$
Interest Amount for that Payment Date;
(xiii) each Class A2 A$ Equivalent amount and each Class B1 A$
Equivalent amount required to be calculated under this
Series Notice;
(xiv) in relation to the aggregate of all Liquidation Losses
arising during that Collection Period:
(A) the amount of those Liquidation Losses which is
attributable to interest, fees and expenses in
relation to the relevant Purchased Loans; and
(B) the amount of those Liquidation Losses which is
attributable to principal in relation to the relevant
Purchased Loans (PRINCIPAL LOSS),
on the basis that all Liquidation Proceeds actually received
by or on behalf of the Trustee in relation to a Purchased
Loan are applied first against interest, fees and other
Enforcement Expenses (other than Property Restoration
Expenses) relating to that Purchased Loan, and then against
the principal and Property Restoration Expenses relating to
that Purchased Loan;
(xv) the Charge-offs and Carryover Charge-offs (if any) on that
Payment Date;
(xvi) the Recovery Amount (if any) for that Payment Date; and
(xvii) all other calculations necessary to make allocations and
distributions under this clause 6.
(b) The Trust Manager must:
(i) notify the Trustee of each of the amounts calculated by it
in paragraph (a); and
(ii) notify the Trustee, the Note Trustee, each Paying Agent,
the Calculation Agent and each Currency Swap Provider by
not later than (or as soon as practicable after) the date
which is 4 Business Days before the relevant Payment Date
of each determination with respect to the US$ Notes of the
Principal Payment and Principal Amount in respect of that
Payment Date and cause details of each of those
determinations to be published in accordance with
Condition 12. If no Principal Payment is due to be made on
the Class A2 Notes or the Class B1 Notes on any Payment
Date a notice to this effect will be given to the Class A2
Noteholders or Class B1 Noteholders (as the case may be)
in accordance with Condition 12.
(c) The Trust Manager must instruct the Trustee in writing on or
before the date which is 4 Business Days before the relevant
Payment Date as to the payments to be made by the Trustee on the
Payment Date.
- --------------------------------------------------------------------------------
Page 29
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
6.3 REDRAWS
If an Obligor makes Additional Repayments in relation to a Loan held
by the Trustee then the Trustee must provide a Redraw to the Obligor
upon being so directed by the Trust Manager in its absolute discretion
and subject to the Trust Manager certifying to the Trustee that:
(a) the Redraw to be provided to the Obligor together with the
current Unpaid Balance of the Loan will not exceed the scheduled
balance of the Loan;
(b) after allowing for all payments which the Trustee is then
required to make or which the Trust Manager reasonably expects
that the Trustee will be required to make, there is or will be
sufficient cash in the Assets of the Trust (whether as a result
of the issue of Class A1 Notes or otherwise) for the Trustee to
provide that Redraw; and
(c) the Loan is not in Arrears at the time of the request for the
Redraw by the Obligor.
6.4 LIQUID AUTHORISED INVESTMENTS
(a) The Trust Manager shall make such directions to the Trustee, and
the Trustee must comply with those directions, required to ensure
that, subject to paragraph (b), the value of the Liquid
Authorised Investments shall not at any time be less than the
Prescribed Minimum Level at that time.
(b) The Trust Manager must direct the Trustee, and the Trustee must,
at the direction of the Trust Manager, apply all or part of the
Liquid Authorised Investments towards payment of the Shortfall in
the amounts referred to in clauses 6.5(a)(i) to 6.5(a)(vi)
(inclusive) as provided in clause 6.5(d).
6.5 INTEREST AND OTHER PAYMENTS
(a) On each Payment Date, the Trustee shall, prior to the enforcement
of the Security Trust Deed (in accordance with the written
direction provided to it by the Trust Manager on or before the
date which is 4 Business Days before the Payment Date), out of
the Income for the Collection Period immediately before that
Payment Date (and out of the proceeds of disposal of any Liquid
Authorised Investments and/or out of Mortgage Principal
Repayments as provided for in paragraph (d)) make the following
payments or retain moneys in the following order of priority.
(i) FIRST - an amount equal to any Interest Adjustment required
to be paid to an Approved Seller and then outstanding (the
Trustee acknowledges and agrees that it has no entitlement
to the moneys comprising the Interest Adjustment).
(ii) SECOND - payment of any Taxes payable in relation to the
Trust (not including any GST covered in paragraph (f) or
paragraph (g)).
(iii) THIRD - subject to sub-paragraph (a)(ii) and paragraph (c),
payment (in the following order of priority) of:
(A) pari passu and rateably, as between themselves,
payments of:
(1) the Trustee's Fee for the Collection Period
(as adjusted in accordance with paragraph
(g)); and
- --------------------------------------------------------------------------------
Page 30
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(2) any fees payable to the Note Trustee under
the Transaction Documents for the Collection
Period;
(B) pari passu and rateably, as between themselves,
payments of:
(1) any fees payable, pari passu and rateably, to
the Paying Agents under the Transaction
Documents for the Collection Period; and
(2) any fees payable to the Calculation Agent
under the Transaction Documents for the
Collection Period;
(C) the Expenses (other than the Trustee's Fee, any fees
payable to the Note Trustee, the Paying Agents or
the Calculation Agent, the Trust Manager's Fee and
the Servicer's Fee) in relation to the Collection
Period;
(D) the Expenses (other than the Trustee's Fee, any fees
payable to the Note Trustee, the Paying Agents or
the Calculation Agent, the Trust Manager's Fee and
the Servicer's Fee) which the Trust Manager or the
Trustee reasonably anticipates will be incurred
prior to the next Payment Date; and
(E) the Expenses (other than the Trustee's Fee, any fees
payable to the Note Trustee, the Paying Agents or
the Calculation Agent, the Trust Manager's Fee and
the Servicer's Fee) not covered by sub-paragraphs
(C) or (D) which have already been incurred prior to
the Payment Date but which have not previously been
paid or reimbursed.
(iv) FOURTH - payment, pari passu and rateably, to:
(A) the Trust Manager of the Trust Manager's Fee for the
Collection Period; and
(B) the Servicer of the Servicer's Fee for the
Collection Period.
(v) FIFTH - pari passu and rateably as between themselves:
(A) payment to the Interest Rate Swap Provider of any
amounts payable under the Interest Rate Swap other
than any Break Costs in respect of the termination
of the Interest Rate Swap;
(B) payment of any Interest for the Interest Period for
the Class A1 Notes ending on that Payment Date to
the Class A1 Noteholders;
(C) (1) prior to the termination of the Class A2
Currency Swap, payment to the Class A2
Currency Swap Provider of the Class A2 A$
Interest Amount for that Payment Date (and,
if that Payment Date is a Quarterly Payment
Date, any reciprocal payment by the Class A2
Currency Swap Provider is thereafter to be
applied in accordance with clause 6.9(a)(i)
towards payment of Interest on the Class A2
Notes); and
(2) after the termination of the Class A2
Currency Swap, to the Note Trustee for
application in accordance with clause 6.8(a)
of
- --------------------------------------------------------------------------------
Page 31
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
the A$ amount that the Trust Manager
determines in good faith needs to be applied
on that Payment Date in order to enable the
Trustee to meet its obligations to pay
Interest on the Class A2 Notes on the next
or, if that Payment Date is a Quarterly
Payment Date that, Quarterly Payment Date;
and
(D) payment to the Class A2 Currency Swap Provider of
any Break Costs payable under the Class A2 Currency
Swap other than in respect of the termination of the
Class A2 Currency Swap where the Class A2 Currency
Swap Provider is the Defaulting Party.
(vi) SIXTH - pari passu and rateably based on the amount owing
as between themselves:
(A) payment of any Interest for the Interest Period for
the Class B2 Notes ending on that Payment Date to
the Class B2 Noteholders;
(B) (1) prior to the termination of the Class B1
Currency Swap, payment to the Class B1
Currency Swap Provider of the Class B1 A$
Interest Amount for that Payment Date (and,
if that Payment Date is a Quarterly Payment
Date, any reciprocal payment by the Class B1
Currency Swap Provider is thereafter to be
applied in accordance with clause 6.9(a)(iii)
towards payment of Interest on the Class B1
Notes); and
(2) after the termination of the Class B1
Currency Swap, to the Note Trustee for
application in accordance with clause 6.8(a)
of the A$ amount that the Trust Manager
determines in good faith needs to be applied
on that Payment Date in order to enable the
Trustee to meet its obligations to pay
Interest on the Class B1 Notes on the next
or, if that Payment Date is a Quarterly
Payment Date that, Quarterly Payment Date;
and
(C) payment to the Class B1 Currency Swap Provider of
any Break Costs payable under the Class B1 Currency
Swap other than in respect of the termination of the
Class B1 Currency Swap where the Class B1 Currency
Swap Provider is the Defaulting Party.
(vii) SEVENTH - to be applied by the Trustee as Mortgage
Principal Repayments received by the Trustee during the
corresponding Collection Period, of an amount equal to the
aggregate of all amounts previously applied under clause
6.6(a)(i)(A), to the extent not previously so replenished
under this clause 6.5(a)(vii).
(viii) EIGHTH - in reducing the Aggregate Principal Loss Amount
for the corresponding Collection Period.
(ix) NINTH - in reducing any Carryover Charge-offs that have not
been reduced prior to that Payment Date.
(x) TENTH - in payment, pari passu and rateably, of any Break
Costs payable to:
- --------------------------------------------------------------------------------
Page 32
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(A) the Interest Rate Swap Provider in respect of the
termination of the Interest Rate Swap; and
(B) a Currency Swap Provider in respect of the
termination of a Currency Swap where the Currency
Swap Provider is the Defaulting Party.
(xi) ELEVENTH - in payment of any Approved Seller's Fee.
(xii) TWELFTH - in payment of the balance, by way of a
distribution of the income of the Trust, to the Residual
Income Beneficiaries in proportion to their respective
Income Percentages.
The obligation of the Trustee to make any payment under each of
the above paragraphs of this clause 6.5(a) is limited in each case
to the Income, Liquid Authorised Investments and Mortgage
Principal Repayments or (as the case may be) to the balance of the
Income, Liquid Authorised Investments and Mortgage Principal
Repayments available after payment in accordance with the
preceding paragraph or paragraphs (if any).
(b) In the event that for any reason whatsoever the Trustee does not
have sufficient cash to make all of the payments as provided in
paragraphs (a) and (d) then the amount available to be paid shall
be distributed in the order of priority of distribution as
referred to in paragraph (a), and:
(i) in the case of the payment of Interest to Class A1
Noteholders or Class A2 Noteholders under paragraph (a)(v),
the proportion of any amount available to be paid to each
such Class of Noteholder shall be the proportion which the
Principal Amount of the Notes of that Class held by that
Noteholder bears to the Total Principal Amount of all Notes
of that Class; and
(ii) in the case of the payment of Interest to Class B1
Noteholders or Class B2 Noteholders under paragraph
(a)(vi), the proportion of any amount available to be paid
to each such Class of Noteholder shall be the proportion
which the Principal Amount of that Class held by that
Noteholder bears to the Total Principal Amount of all Notes
of that Class.
(c) In the event that:
(i) the Trustee receives a payment under clause 6.5(a)(iii) or
6.5(d) for Expenses which the Trustee reasonably
anticipates will be incurred prior to the next Payment
Date; and
(ii) all or any part of such Expenses are not actually incurred
prior to that next Payment Date,
then the following provisions shall apply:
(iii) the Trustee shall repay into the Assets of the Trust on
that next Payment Date such excess amount which was not
actually incurred; or
(iv) if the Trustee fails to repay the amount in accordance with
sub-paragraph (c)(iii), then such amount shall be set-off
against the amount which would otherwise be
- --------------------------------------------------------------------------------
Page 33
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
payable under clause 6.5(a)(iii) to the Trustee with
respect to Expenses on that next Payment Date.
(d) If, during any Financial Year, the Income accrued for a Collection
Period to be applied on the corresponding Payment Date is less
than the aggregate of the amounts payable by the Trustee under
clauses 6.5(a)(i) to 6.5(a)(vi) (inclusive) on that Payment Date
(the SHORTFALL), then the Trustee shall (at the direction of the
Trust Manager) apply:
(i) first, Liquid Authorised Investments; and
(ii) second, to the extent the Liquid Authorised Investments are
insufficient to cover the Shortfall in full, Mortgage
Principal Repayments,
in payment of those amounts in the order of priority set out in
clause 6.5(a), to the extent available to do so.
(e) If any Approved Seller's Fee is not paid in full on a relevant
Payment Date, then the unpaid balance shall bear interest at a
rate determined by the Trust Manager and advised to the Trustee
from time to time, such interest to be calculated on a daily
balance from the due date up to and including the date of actual
payment.
(f) Any GST which applies or may apply in respect of any services
provided pursuant to this Series Notice or the other Transaction
Documents by the Trust Manager in relation to the Trust will be
paid by the Trust Manager from the Trust Manager's Fee or from the
Trust Manager's own resources.
(g) In relation to any supply by the Trustee under the Transaction
Documents of goods or services in relation to the Trust, the fee
payable will be adjusted to take into account any change after 1
July 2000 in the rate of GST payable pursuant to the A New Tax
System (Goods and Services Tax Imposition - General) Act 1999.
(h) Interest to which any Noteholder may be entitled in respect of a
Note for an Interest Period shall only fall due for payment by the
Trustee to the Noteholder upon the applicable Payment Date.
6.6 REPAYMENTS OF PRINCIPAL AMOUNT AND REDEMPTION OF NOTES
(a) (i) All Mortgage Principal Repayments which are received by the
Trustee in each Collection Period, except to the extent the
Trust Manager directs the Trustee in writing that such
moneys be applied or retained for Liquidity Purposes in
accordance with the provisions of this Series Notice and
(subject to clause 6.6(a)(ii)) any Liquid Authorised
Investments and the Recovery Amount for the corresponding
Payment Date must, prior to the enforcement of the Security
Trust Deed, be deposited or paid by the Trustee (at the
direction of the Trust Manager, such direction to be given
on or before the date which is 4 Business Days before the
relevant Payment Date) on the corresponding Payment Date in
the following order of priority.
(A) FIRST - in accordance with clause 6.5(d).
- --------------------------------------------------------------------------------
Page 34
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(B) SECOND - to replenish Liquid Authorised Investments
until the value of the Liquid Authorised Investments
equals the Prescribed Minimum Level.
(C) THIRD - to Class A1 Noteholders (in the proportion
as specified in sub-paragraph (iii)) in payment of
the Principal Amount of the Class A1 Notes until
such time as all Class A1 Notes have been redeemed
in full.
(D) FOURTH -
(1) if the Threshold Requirements are satisfied
on that Payment Date, in accordance with
clause 6.6(h); or
(2) if the Threshold Requirements are not
satisfied on that Payment Date, in accordance
with clause 6.6(i).
(E) FIFTH - subject to clause 10.2(c), in payment of the
balance, by way of a distribution of the capital of
the Trust, to the Residual Income Beneficiaries in
proportion to their respective Income Percentages.
The obligation of the Trustee to make any deposit or
payment under each of the above paragraphs of clause
6.6(a)(i) is limited in each case to the Mortgage Principal
Repayments, (subject to clause 6.6(a)(ii)) Liquid
Authorised Investments and the Recovery Amount or (as the
case may be) to the balance of the Mortgage Principal
Repayments, (subject to clause 6.6(a)(ii)) Liquid
Authorised Investments and the Recovery Amount available
after deposit or payment in accordance with the preceding
paragraph or paragraphs (if any).
(ii) The Trust Manager must not direct the Trustee to, and the
Trustee must not, deposit or pay any Liquid Authorised
Investments under clause 6.6(a)(i)(C), 6.6(a)(i)(D) or
6.6(a)(i)(E) where such deposit or payment would result in
the value of the Liquid Authorised Investments being less
than the Prescribed Minimum Level.
(iii) The proportion of any amount available to be paid to any
Noteholder in respect of any Class of Notes will be the
proportion which the Principal Amount of the Note in
respect of that Class of Notes held by that Noteholder
bears to the Total Principal Amount of all Notes in respect
of that Class of Notes.
(b) On any Quarterly Payment Date when the Total Principal Amount of
all Notes does not exceed 10% of the Initial Principal Amount of
all Notes the Trustee must, if so directed in writing by the Trust
Manager on or before the date which is 4 Business Days before that
Quarterly Payment Date, repay the whole of the Principal Amount of
all Notes together with any outstanding Interest in relation to
those Notes subject to the following conditions:
(i) the Trust Manager having provided to:
(A) each relevant Noteholder, the Note Trustee and the
Trustee, 30 days prior notice; and
(B) each Designated Rating Agency, 30 days prior written
notice,
- --------------------------------------------------------------------------------
Page 35
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
of the Trust Manager's intention to direct the
Trustee to redeem the relevant Notes under this
paragraph;
(ii) the Trustee having sufficient cash to make such repayment
(upon which the Trustee may rely conclusively on a
certification from the Trust Manager);
(iii) the Trustee retaining such amount as the Trust Manager or
the Trustee reasonably determines will be necessary to
satisfy any outstanding or anticipated Expenses or payment
to any Swap Provider under a Hedge Agreement; and
(iv) the repayment being made in the order of priority set out
in clause 6.6(a).
(c) On any Quarterly Payment Date on or after a Step-Up Margin Date
the Trustee must, if so directed by the Trust Manager on or before
the date which is 4 Business Days before that Quarterly Payment
Date, repay the whole of the Principal Amount of any Class of
Notes together with any outstanding Interest in relation to those
Notes subject to the following conditions:
(i) the Trust Manager having provided to:
(A) each relevant Noteholder, the Note Trustee and the
Trustee, 30 days prior notice; and
(B) each Designated Rating Agency, 30 days prior written
notice,
of the Trust Manager's intention to direct the Trustee to
redeem the relevant Notes under this paragraph;
(ii) the Trust Manager receiving from each Designated Rating
Agency written confirmation that the repayment will not
result in a downgrade or withdrawal of the rating of any
other Notes;
(iii) the Trustee having sufficient cash to make such repayment
(upon which the Trustee may rely conclusively on a
certification from the Trust Manager);
(iv) the Trustee retaining such amount as the Trust Manager or
the Trustee reasonably determines will be necessary to
satisfy any outstanding or anticipated Expenses, payment to
any Noteholder in respect of a Note (other than a Note in
respect of which the Principal Amount and Interest are to
be so repaid) or payment to any Swap Provider under a Hedge
Agreement; and
(v) the repayment being made in the order of priority set out
in clause 6.6(a).
The Trust Manager may give a direction described in paragraph (c)
in respect of any one Class of Notes, with a particular Step-Up
Margin Date notwithstanding that it has not given a similar
direction in relation to any other Class with the same Step-Up
Margin Date, provided that in no circumstance may the Trust
Manager give a direction described in paragraph (c) in relation to
Class B Noteholders unless:
(1) there are at that time no Class A Notes outstanding; or
(2) the Trust Manager at the same time gives or has given a
direction described in paragraph (c) in relation to all
Class A Notes then outstanding.
- --------------------------------------------------------------------------------
Page 36
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(d) If the Trust Manager satisfies the Trustee and the Note Trustee
immediately prior to giving the notice referred to below that:
(i) on the next Payment Date the Trustee or a Paying Agent
would be required to deduct or withhold from any payment:
(A) of principal or interest in respect of the Notes; or
(B) to a Currency Swap Provider under a 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 any Government Agency; or
(ii) a Government Agency requires the deduction or withholding
from any payment by an Obligor in respect of a Purchased
Loan of any amount for or on account of any taxes, duties,
assessments or governmental charges of whatever nature
imposed, levied, collected, withheld or assessed by that
Government Agency,
the Trustee must, when so directed by Noteholders representing at
least 75% of the outstanding Principal Amount of the Notes
(provided that the Trustee will be in a position on the next
Quarterly Payment Date to discharge (and the Trust Manager will so
certify to the Trustee and the Note Trustee) all its liabilities
in respect of the Notes (at their relevant Principal 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, redeem
all, but not some only, of the Notes at their relevant Principal
Amount together with accrued interest to (but excluding) the date
of redemption on the next Quarterly Payment Date, provided that
the redemption is made in the order of priority set out in
paragraph (a).
(e) If the Trust Manager satisfies the Trustee and the Note Trustee
immediately prior to giving the notice referred to below that on
the next Quarterly Payment Date a Currency Swap Provider would be
required to deduct or withhold from any payment under a 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 any Government
Agency, the Trustee must, when so directed by the Trust Manager
(in its sole discretion) (provided that the Trustee will be in a
position on such Quarterly Payment Date to discharge (and the
Trust Manager will so certify to the Trustee and the Note Trustee)
all its liabilities in respect of the Notes (at their relevant
Principal 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, redeem all, but not some only, of the Notes at their
relevant Principal Amount together with accrued interest to (but
excluding) the date of redemption on the next Quarterly Payment
Date, provided that the redemption is made in the order of
priority set out in paragraph (a).
(f) A Noteholder shall not be entitled to receive any amounts other
than:
- --------------------------------------------------------------------------------
Page 37
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(i) the Interest payable on, and
(ii) the Principal Amount of,
Notes held by that Noteholder.
(g) The Trustee may not recover any Beneficiary Distribution from a
Beneficiary once it is paid to that Beneficiary except where there
has been an error in the relevant calculation of the Beneficiary
Distribution.
(h) If, on a Payment Date, the Threshold Requirements are satisfied,
amounts applied under clause 6.6(a)(i)(D)(1) must be deposited or
paid, pari passu and rateably:
(i) (A) prior to the termination of the Class A2 Currency
Swap, to the Class A2 Currency Swap Provider of the
Class A2 A$ Equivalent of the Class A2 Currency Swap
Notional Amount for that Payment Date (and, if that
Payment Date is a Quarterly Payment Date, any
reciprocal payment by the Class A2 Currency Swap
Provider is thereafter to be applied in accordance
with clause 6.9(a)(ii) towards payment of the
Principal Amount of the Class A2 Notes (in the
proportion as specified in clause 6.6(a)(iii)); and
(B) after the termination of the Class A2 Currency Swap,
to the Note Trustee for application in accordance
with clause 6.8(a) of the Class A2 A$ Equivalent of
the Class A2 Currency Swap Notional Amount for that
Payment Date;
(ii) (A) prior to the termination of the Class B1 Currency
Swap, to the Class B1 Currency Swap Provider of the
Class B1 A$ Equivalent of the Class B1 Currency Swap
Notional Amount for that Payment Date (and, if that
Payment Date is a Quarterly Payment Date, any
reciprocal payment by the Class B1 Currency Swap
Provider is thereafter to be applied in accordance
with clause 6.9(a)(iv) towards payment of the
Principal Amount of the Class B1 Notes (in the
proportion as specified in clause 6.6(a)(iii)); and
(B) after the termination of the Class B1 Currency Swap,
to the Note Trustee for application in accordance
with clause 6.8(a) of the Class B1 A$ Equivalent of
the Class B1 Currency Swap Notional Amount for that
Payment Date; and
(iii) to Class B2 Noteholders (in the proportion as specified in
clause 6.6(a)(iii)) in payment of the Principal Amount of
the Class B2 Notes.
(i) If, on a Payment Date, the Threshold Requirements are not
satisfied, amounts applied under clause 6.6(a)(i)(D)(2) must be
deposited or paid in the following order of priority:
(i) (A) prior to the termination of the Class A2 Currency
Swap, to the Class A2 Currency Swap Provider of the
Class A2 A$ Equivalent of the Class A2 Currency Swap
Notional Amount for that Payment Date (and, if that
Payment Date is a Quarterly Payment Date, any
reciprocal payment by
- --------------------------------------------------------------------------------
Page 38
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
the Class A2 Currency Swap Provider is thereafter to
be applied in accordance with clause 6.9(a)(ii)
towards payment of the Principal Amount of the Class
A2 Notes (in the proportion as specified in clause
6.6(a)(iii)); and
(B) after the termination of the Class A2 Currency Swap,
to the Note Trustee for application in accordance
with clause 6.8(a) of the Class A2 A$ Equivalent of
the Class A2 Currency Swap Notional Amount for that
Payment Date,
and, in each case, until such time as the Class A2 Notes
have been redeemed in full;
(ii) pari passu and rateably:
(A) (1) prior to the termination of the Class B1
Currency Swap, to the Class B1 Currency Swap
Provider of the Class B1 A$ Equivalent of the
Class B1 Currency Swap Notional Amount for
that Payment Date (and, if that Payment Date
is a Quarterly Payment Date, any reciprocal
payment by the Class B1 Currency Swap
Provider is thereafter to be applied in
accordance with clause 6.9(a)(iv) towards
payment of the Principal Amount of the Class
B1 Notes (in the proportion as specified in
clause 6.6(a)(iii)); and
(2) after the termination of the Class B1
Currency Swap, to the Note Trustee for
application in accordance with clause 6.8(a)
of the Class B1 A$ Equivalent of the Class B1
Currency Swap Notional Amount for that
Payment Date; and
(B) to Class B2 Noteholders (in the proportion as
specified in clause 6.6(a)(iii)) in payment of the
Principal Amount of the Class B2 Notes,
and, in each case, until such time as the Class B Notes
have been redeemed in full.
6.7 CHARGE-OFFS
If, on any Payment Date, the Aggregate Principal Loss Amount for the
corresponding Collection Period exceeds the amount allocated or available
for allocation on that Payment Date under clause 6.5(a)(viii), the amount
of such excess will be the CHARGE-OFF for that Payment Date.
6.8 PAYMENTS INTO US$ ACCOUNT
(a) The Note Trustee must, on each Payment Date on which the Trustee
pays an amount under clause 6.5(a)(v)(C)(2), 6.5(a)(vi)(B)(2),
6.6(h)(i)(B), 6.6(h)(ii)(B), 6.6(i)(i)(B) or 6.6(i)(ii)(A)(2) (the
AUD AMOUNT), pay into the US$ Account or to the Principal Paying
Agent under the Agency Agreement, an amount in US$ equal to the
AUD Amount at the spot exchange rate in New York City for US$
purchases of Australian dollars on that Payment Date.
- --------------------------------------------------------------------------------
Page 39
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(b) The Trustee must direct each Currency Swap Provider to pay all
amounts denominated in US$ payable to the Trustee by that Currency
Swap Provider under the relevant Currency Swap into the US$
Account or to the Principal Paying Agent under the Agency
Agreement.
(c) If the Trustee, the Trust Manager or the Servicer receives any
amount denominated in US$ from a Currency Swap Provider under a
Currency Swap or from the Note Trustee under clause 6.8(a) it will
promptly pay that amount to the credit of the US$ Account.
6.9 PAYMENTS OUT OF US$ ACCOUNT
(a) The Trustee must, or must require that the Paying Agents on its
behalf, at the direction of the Trust Manager, pay all amounts
credited to the US$ Account by each Currency Swap Provider, by the
Note Trustee under clause 6.8(a) or under clause 6.8(c) as follows
(and in accordance with the Note Trust Deed and the Agency
Agreement) (in no order of priority):
(i) as contemplated in clauses 6.5(a)(v)(C)(1) and
6.5(a)(v)(C)(2), pari passu in relation to Class A2 Notes
as payments of Interest on those Class A2 Notes;
(ii) as contemplated in clauses 6.6(h)(i)(A), 6.6(h)(i)(B),
6.6(i)(i)(A) and 6.6(i)(i)(B), pari passu to Class A2
Noteholders in payment of the Principal Amount of the Class
A2 Notes until such time as all Class A2 Notes have been
redeemed in full;
(iii) as contemplated in clauses 6.5(a)(vi)(B)(1) and
6.5(a)(vi)(B)(2), pari passu in relation to Class B1 Notes
as payments of Interest on those Class B1 Notes;
(iv) as contemplated in clauses 6.6(h)(ii)(A), 6.6(h)(ii)(B),
6.6(i)(ii)(A)(1) and 6.6(i)(ii)(A)(2), pari passu to Class
B1 Noteholders in payment of the Principal Amount of the
Class B1 Notes until such time as all Class B1 Notes have
been redeemed in full;
(v) as contemplated in clauses 6.6(b), (c), (d) or (e):
(A) pari passu to Class A2 Noteholders in relation to
Class A2 Notes; and
(B) pari passu to Class B1 Noteholders in relation to
Class B1 Notes,
as payment of redemption amounts; and
(vi) as contemplated in clause 4.4(b)(iii):
(A) pari passu to Class A2 Noteholders in relation to
Class A2 Notes; and
(B) pari passu to Class B1 Noteholders in relation to
Class B1 Notes,
as payment of redemption amounts.
6.10 ROUNDING OF AMOUNTS
In making the calculations required or contemplated by this clause 6, the
Servicer or the Trust Manager (as the case may be) 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 Series Notice.
- --------------------------------------------------------------------------------
Page 40
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
6.11 PRESCRIPTION
Despite any other provision of this Series Notice and the Master Trust
Deed, Condition 8 of the US$ Notes applies to all amounts payable in
relation to any US$ Note.
6.12 REPLACEMENT OF CURRENCY SWAPS
(a) If a Currency Swap is terminated, the Trustee must, at the
direction of the Trust Manager, enter into one or more currency
swaps which replace that Currency Swap (in a form reasonably
satisfactory to the Trustee) (collectively a REPLACEMENT CURRENCY
SWAP) but only on the following conditions:
(i) the Settlement Amount (as defined in the relevant Currency
Swap) payable (if any) by the Trustee to the relevant
Currency Swap Provider will be paid in full when due in
accordance with this Series Notice and the relevant
Currency Swap;
(ii) the Designated Ratings Agencies confirm that the
Replacement Currency Swap will not cause a reduction or
withdrawal of the rating of the Class A2 Notes (in the case
of a replacement of the Class A2 Currency Swap) or the
Class B1 Notes (in the case of a replacement of the Class
B1 Currency Swap); and
(iii) the liability of the Trustee under the Replacement Currency
Swap is limited to at least the same extent that its
liability is limited under the replaced Currency Swap.
(b) If the conditions in (a) are satisfied, the Trustee must, at the
direction of the Trust Manager, enter into the Replacement
Currency Swap and if it does so it must direct the Replacement
Currency Swap Provider to pay any upfront premium to enter into
the Replacement Currency Swap due to the Trustee directly to the
relevant Currency Swap Provider in satisfaction of and to the
extent of the Trustee's obligation to pay the Settlement Amount
(as defined in the relevant Currency Swap) as referred to in (a)
and to the extent that such premium is not greater than or equal
to the Settlement Amount (as defined in the relevant Currency
Swap), the balance must be satisfied by the Trustee as an Expense
of the Trust.
(c) If the conditions in (a) are satisfied and the Trustee has entered
into the Replacement Currency Swap, the Trustee must direct the
relevant Currency Swap Provider to pay any Settlement Amount (as
defined in the relevant Currency Swap) payable by the relevant
Currency Swap Provider to the Trustee on termination of the
relevant Currency Swap directly to the Replacement Currency Swap
Provider as payment and to the extent of any premium payable by
the Trustee to enter into the Replacement Currency Swap, in
satisfaction of and to the extent of the relevant Currency Swap
Provider's obligation to pay that part of the Settlement Amount
(as defined in the relevant Currency Swap) to the Trustee.
6.13 PAYMENT PRIORITIES FOLLOWING ENFORCEMENT OF THE SECURITY TRUST DEED
Following the enforcement of the Security Trust Deed pursuant to clause
9.1 of the Security Trust Deed, the priority of payments with respect to
the Trust will be governed by that deed.
- --------------------------------------------------------------------------------
Page 41
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
7. MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
- --------------------------------------------------------------------------------
7.1 COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED
(a) (TRUST MANAGER'S FEE) For the purpose of clause 18 of the Master
Trust Deed, the fee payable to the Trust Manager in respect of the
Trust for each Collection Period will be an amount calculated:
(i) on the aggregate of
(A) the Principal Amount of all Registered Notes;
(B) the Class A2 A$ Equivalent of the Principal Amount
of all Class A2 Notes; and
(C) the Class B1 A$ Equivalent of the Principal Amount
of all Class B1 Notes,
on the first day of that Collection Period;
(ii) at the rate of [*]% per annum or as otherwise agreed by the
Trust Manager and the Trustee from time to time; and
(iii) on the actual number of days in the Collection Period
divided by 365 days,
and shall accrue from day to day.
(b) (TRUSTEE'S FEE) For the purpose of clause 22.1 of the Master Trust
Deed, the fee payable to the Trustee in respect of the Trust for
each Collection Period will be an amount as agreed between the
Trustee and the Trust Manager from time to time, subject to clause
6.5(g), which fee shall not include the Trust Manager's Fee or any
Approved Seller's Fee.
(c) (APPROVED SELLER'S FEE)
For the purpose of clause 8.12 of the Master Trust Deed, the fee
payable to each relevant Approved Seller in respect of the Trust
for each Collection Period will be an amount as agreed between the
Approved Seller and the Trust Manager from time to time, which fee
may include an entitlement to interest in the event of late
payment but which fee shall not include any amount attributable
to:
(i) any Taxes;
(ii) any Trustee's Fee;
(iii) any other Expenses (other than the Trust Manager's Fee);
(iv) any payment to the Trust Manager of the Trust Manager's
Fee;
(v) any net amounts payable to any Swap Provider as required
under any Hedge Agreement;
(vi) any payment of Interest to Noteholders; and
(vii) any amount by way of replenishment of the Assets of the
Trust.
- --------------------------------------------------------------------------------
Page 42
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(d) (SERVICER'S FEE) For the purpose of clause 6.1 of the Investment
Management Agreement, the fee payable to the Servicer in respect
of the Trust for each Collection Period will be an amount
calculated:
(i) on the aggregate of:
(A) the Principal Amount of all Registered Notes;
(B) the Class A2 A$ Equivalent of the Principal Amount
of all Class A2 Notes; and
(C) the Class B1 A$ Equivalent of the Principal Amount
of all Class B1 Notes,
on the first day of that Collection Period;
(ii) at the rate of [*]% per annum or as otherwise agreed by the
Servicer and the Trustee from time to time; and
(iii) on the actual number of days in the Collection Period
divided by 365 days,
and shall accrue from day to day.
(e) (FEE CHANGES TO TAKE ACCOUNT OF GST) Subject to clause 6.5(f),
none of the above fees in this clause 7.1 are to be increased by
reference to any applicable GST unless:
(i) the Trustee, the Trust 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 assigned to any Notes by any
Designated Rating Agency.
7.2 AMENDMENTS TO MASTER TRUST DEED
The Master Trust Deed is amended for the purpose of the Trust as follows:
(a) CLAUSE 1 - DEFINITIONS AND INTERPRETATION
(i) For the purposes of the definition of AUTHORISED
INVESTMENTS in clause 1.1 of the Master Trust Deed:
(A) delete the words "an Approved Bank" in paragraph (b)
and replace it with the words "a bank rated A-1+ by
S&P and P-1 by Moody's (an AUTHORISED BANK)";
(B) delete the words "Approved Bank" in paragraph (c)
and replace them with the words "Authorised Bank";
(C) replace the wording in sub-paragraph (i) before
sub-paragraph (i)(A) with "unless otherwise advised
in writing by each Designated Rating Agency";
(D) replace sub-paragraph (i)(A) and (i)(B) with a
sub-paragraph (i)(A) as follows:
"(A) each proposed investment falling within
categories (b), (c) and (d) must have a
credit rating issued by S&P of A-1+ and by
Moody's of P-1 or by S&P of AAA and by
Moody's of Aaa;
- --------------------------------------------------------------------------------
Page 43
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(E) re-label sub-paragraph (i)(C) to be (i)(B) and
insert at the end of the sub-paragraph the words "
and by Moody's of Aaa"; and
(F) delete the words in sub-paragraph (ii)(A) after "it
was acquired".
(ii) For the purposes of the definition of EXPENSES in clause
1.1 of the Master Trust Deed:
(A) insert ", DTC" in paragraph (t) after "Stock
Exchange" ;
(B) in paragraph (t), delete the word "and' after the
semi-colon;
(C) replace the comma at the end of paragraph (u) with
"; and"; and
(D) add a new paragraph (v) at the end as follows:
"(u) any fees or expenses payable to a Paying Agent
or Calculation Agent,".
(iii) For the purposes of the definition of INSOLVENCY EVENT in
clause 1.1 of the Master Trust Deed, replace "or a Mortgage
Insurer" with ", a Mortgage Insurer, a Title Insurer or any
other corporation" before "(each a RELEVANT CORPORATION)".
(iv) For the purposes of the definition of RELATED SECURITY in
clause 1.1 of the Master Trust Deed:
(A) re-letter the existing subparagraph (d) as
subparagraph (e); and
(B) insert as a new subparagraph (d) "any Title
Insurance Policy in relation to a Mortgage securing
the loan and any amounts received by the Trustee (or
a Servicer on its behalf) under any Title Insurance
Policy.".
(v) Insert the following new definitions in clause 1.1 of the
Master Trust Deed:
RESIDUAL INCOME BENEFICIARY means, in relation to a Trust
at any time, any person who holds a Residual Income Unit in
that Trust at that time.
RESIDUAL INCOME UNIT in relation to a Trust, has the
meaning given in the Series Notice for that Trust.
(vi) Insert the following definition in clause 1.1 of the Master
Trust Deed:
TITLE INSURANCE POLICY means any title insurance policy
specified as a TITLE INSURANCE POLICY in the Series Notice
for that Trust.
(vii) Insert the following definition in clause 1.1 of the Master
Trust Deed:
TITLE INSURER means any title insurer specified as a TITLE
INSURER in the Series Notice for that Trust.
(b) CLAUSE 6 - ORIGINATION
For the purposes of clause 6(a) of the Master Trust Deed, insert
the words "or the Trust Manager" after "Note Issue Direction".
(c) CLAUSE 8 - ACQUISITION FROM APPROVED SELLER
(i) The following provisions replace clause 8.1 of the Master
Trust Deed.
- --------------------------------------------------------------------------------
Page 44
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
"Where:
(a) a Note Issue Direction directs that the Trustee
issues Notes to fund; or
(b) there is an investment proposal or direction by the
Trust Manager (in accordance with the Transaction
Documents) for,
the acquisition of Authorised Investments from an Approved
Seller under a Sale Notice under clause 8.3 of the Master
Trust Deed and the Trustee implements the direction or
proposal, the Trustee shall use the proceeds of the
relevant issue of Notes for the purpose of the acquisition
in accordance with clause 8 of the Master Trust Deed."
(ii) For the purposes of clause 8.4(a) of the Master Trust Deed:
(A) delete clause 8.4(a)(i);
(B) insert in clause 8.4(a)(ii) before "the Trust
Manager", the words "(where clause 8.1(a) applies)";
and
(C) each of the following is a condition precedent to
the giving of the Sale Notice:
(CERTIFIED COPIES) The Trustee has received
certified copies of the forms of each Mortgage
Insurance Policy and Title Insurance Policy, and the
forms of the Loan Agreements, relating to the
Purchased Loans.
(RELEASE) The Trustee has received evidence that the
Purchased Loans and related Loan Rights will be
released from any Security Interest as of the
Closing Date.
(iii) For the purposes of clause 8.7(b) of the Master Trust Deed
and clauses 6.6(b) to (d) (inclusive), the following
provisions apply:
(A) On the date on which a redemption of Notes under
clause 6.6(b), (c) or (d) is to occur, the Trust
Manager may direct the Trustee to offer to sell the
Loans held by the Trustee to an Other Trust or any
other person in accordance with the Master Trust
Deed and any relevant Series Notice.
(B) The Trustee as trustee of the Trust will do all
things reasonably necessary to give effect to the
disposal of the Loans held by the Trustee to that
Other Trust or other person (as the case may be) in
accordance with the Master Trust Deed and any
relevant Series Notice.
(C) In the case of a disposal to an Other Trust, the
Trust Manager may only give the direction referred
to in sub-paragraph (iv)(A) to the extent that funds
are available to the Other Trust to acquire those
assets.
(iv) For the purposes of clause 8.8 of the Master Trust Deed:
(A) in relation to sub-paragraph (a)(i):
(1) delete the words "after a Note Issue Date";
and
- --------------------------------------------------------------------------------
Page 45
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(2) replace the words "corresponding Note Issue
Direction" with "relevant Sale Notice";
(B) in relation to sub-paragraph (a)(ii):
(1) delete the words "after the Note Issue Date"
and the words "as soon as possible";
(2) insert the words "or Sale Notice" after "in
that Series Notice";
(3) insert the words "Series Notice or" before
"Sale Notice in respect of"; and
(4) replace the words "corresponding Note Issue
Direction" with "relevant Sale Notice"; and
(C) in relation to paragraph (b):
(1) delete the words "on or" and "after a Note
Issue Date";
(2) replace the words "corresponding Note Issue
Direction" with "relevant Sale Notice"; and
(3) replace the words "the Note Issue Date" with
"the relevant Closing Date" (where it appears
twice).
(d) CLAUSE 11 - LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY
For the purposes of clause 11.1 of the Master Trust Deed:
(i) in relation to paragraph (h), insert ", Security Trustee"
after "Trustee";
(ii) in relation to paragraph (k), insert "or an Approved
Seller" after "Trust Manager";
(iii) replace paragraph (l) with the following:
"(l) (take proceedings) take any proceedings of any
nature whatsoever in any court or otherwise or to
obtain any remedy of any nature (including against
the Trustee, the Trust Manager, the Security Trustee
or the Servicer or any former Trustee, Trust
Manager, Security Trustee or Servicer or in respect
of any Trust or any Asset of any Trust) provided
that it shall be entitled to compel the Trustee, the
Trust Manager, the Security Trustee and the Servicer
to comply with their respective duties and
obligations under the Transaction Documents"; and
(iv) replace paragraph (m) with the following:
"(m) (recourse to personal assets) any recourse
whatsoever to the Trustee, the Security Trustee or
the Trust Manager in their personal capacity, except
to the extent of any fraud, negligence or wilful
default on the part of the Trustee or the Trust
Manager or as provided in the relevant Transaction
Documents in relation to the Security Trustee."
- --------------------------------------------------------------------------------
Page 46
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(e) CLAUSE 12 - PROCEDURE FOR ISSUE OF NOTES
(i) For the purposes of clause 12.1 of the Master Trust Deed,
the Note Issue Direction for the Notes may be issued by the
Trust Manager on or at any time prior to the Note Issue
Date for the Notes.
(ii) For the purposes of clause 12.6(a) of the Master Trust
Deed, the certification by the Trust Manager may occur on
or at any time prior to the Note Issue Date for the Notes.
(f) CLAUSE 13 - TRANSFERS OF NOTES
The following provisions replace clause 13.3 of the Master Trust
Deed:
"(a) Notes can only be transferred if:
(i) the amount payable on acceptance of the offer by the
transferee is a minimum amount of $500,000
(disregarding any amount payable to the extent to
which it is to be paid out of money lent by the
person offering the Notes or an associate (as
defined in Division 2 of Part 1.2 of the
Corporations Act)); or
(ii) the offer or invitation to the transferee by the
Noteholder in relation to such Notes does not
otherwise require disclosure under Part 6D.2 of the
Corporations Act and the Corporations Regulations
made under the Corporations Act.
(b) Prior to purchasing any Notes, purchasers should consult
counsel with respect to the availability and conditions of
exemption from the restriction on resale or transfer.".
(g) CLAUSE 15 - THE REGISTER
(i) For the purposes of clause 15.3(a) of the Master Trust
Deed, the Trustee and the Trust Manager agree that the
Register with respect to the Trust may be kept at the
Trustee's principal office in Sydney.
(ii) For the purposes of clause 15.5 of the Master Trust Deed,
the Trustee may:
(A) without prior notice to the Noteholders close the
Register:
(1) in relation to any Note, each period from the
close of business (Sydney time) on the date
which is 5 Business Days before each Payment
Date for that Note to close of business on
that Payment Date; or
(2) when required for the Auditor to conduct any
audit in relation to the Trust; or
(B) with prior notice to the Registered Noteholders,
close the Register for other periods not exceeding
30 days (or such other period of time as agreed
between the Trustee and the Trust Manager, with the
approval of
- --------------------------------------------------------------------------------
Page 47
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
an Extraordinary Resolution of Registered
Noteholders) in aggregate in any calendar year.
(h) CLAUSE 17 - THE TRUST MANAGER
Reference in clause 17.20(e) to "the Designated Rating Agency' is
amended to be reference to "each Designated Rating Agency".
(i) CLAUSE 19 - RETIREMENT, REMOVAL AND REPLACEMENT OF TRUST MANAGER
(i) Each reference in clause 19 to "the Designated Rating
Agency", "the Trusts" and "Series Notices" is amended to be
a reference to "each Designated Rating Agency", "the Trust"
and "Series Notice" respectively.
(ii) Clause 19.3 is amended by adding as a final sentence: "In
this clause `materially prejudice' includes withdrawal,
qualification or downgrade of the rating assigned to a Note
by any Designated Rating Agency".
(j) CLAUSE 20 - TRUSTEE'S POWERS
For the purposes of clause 20.4 of the Master Trust Deed:
(i) insert "in relation to the Registered Notes," at the
beginning of sub-paragraph (b)(iii);
(ii) insert a new sub-paragraph (b)(iv) as follows:
"(iv) in relation to US$ Notes, to a Paying Agent (in
respect of which the Trustee is not liable for its
acts or omissions)"; and
(iii) replace "or Austraclear" in sub-paragraph (d)(i) with ",
Austraclear or a Paying Agent".
(k) CLAUSE 23 - REMOVAL, RETIREMENT AND REPLACEMENT OF TRUSTEE
Each reference in clause 23 of the Master Trust Deed to "the
Designated Rating Agency" is amended to be reference to "each
Designated Rating Agency".
(l) CLAUSE 26 - BANK ACCOUNTS
Clause 26.1(d)(i) of the Master Trust Deed is amended by adding
"or P-2 or below by Moody's" after the words "A-1 (S&P) or below".
(m) CLAUSE 27 - AUDITOR
Each reference in clause 27 to "the Designated Rating Agency" is
amended to be reference to "each Designated Rating Agency".
(n) CLAUSE 29 - INCOME ENTITLEMENTS AND PAYMENTS
For the purposes of the Trust, clause 29 of the Master Trust Deed
is deleted and a new clause 29 inserted as follows:
- --------------------------------------------------------------------------------
Page 48
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
"29. INCOME ENTITLEMENTS AND PAYMENTS
29.1 CASHFLOW ALLOCATION METHODOLOGY
Collections in relation to a Trust and other amounts
credited to the Collection Account for that Trust will be
allocated by the Trust Manager on behalf of the Trustee,
and paid by the Trustee, as directed by the Trust Manager,
in accordance with the Series Notice for that Trust.
29.2 INCOME OF THE TRUST
For each Financial Year in respect of a Trust the Trust
Manager will ascertain the following on behalf of the
Trustee:
(a) the net income of that Trust in accordance with
section 95(1) of the Tax Act (the TAX INCOME); and
(b) the net income of that Trust in accordance with
conventional accounting principles applicable to the
administration of trusts (the ACCOUNTING INCOME).
29.3 INCOME ENTITLEMENT
Notwithstanding anything to the contrary contained in this
deed:
(a) (PRESENT ENTITLEMENT) the Residual Income
Beneficiaries shall, as at the end of each Financial
Year for that Trust, have an absolute vested
interest in, and be presently entitled to, the
income of that Trust; and
(b) (APPLICATION OF INCOME) unless the Trustee otherwise
determines, having regard to any relevant taxation
or other implications for the Trustee (disregarding
for these purposes any possible operation of clause
29.4) or both for any Financial Year for that Trust,
for the purposes of paying, applying, distributing,
setting aside or allocating any income for the
benefit of those Residual Income Beneficiaries in
accordance with the terms of this deed in respect of
that Financial Year, the income that is to be so
paid, applied, distributed, set aside or allocated
shall be whichever is the greater of the Tax Income
or the Accounting Income for that Financial Year.
29.4 DISTRIBUTION OF EXCESS TAX INCOME
For the avoidance of doubt, in the event that the Tax
Income exceeds the Accounting Income for a Trust in any
Financial Year for that Trust then, notwithstanding
anything to the contrary in this deed, the Trust Manager
must direct the Trustee to, and the Trustee must, so far as
possible, ensure that such excess is allocated to the
Residual Income Beneficiaries of that Trust in proportion
to their respective Income Percentages for that Financial
Year and shall take such action as is necessary to give
effect to this clause.
- --------------------------------------------------------------------------------
Page 49
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
29.5 PAYMENTS TO BENEFICIARIES
(a) (DISTRIBUTABLE INCOME DUE AS AT CLOSE OF FINANCIAL
YEAR) The income of a Trust for a Financial Year (to
the extent not previously distributed) shall,
subject to clause 29.7, constitute a debt due as at
the end of that Financial Year by the Trustee as
trustee of the Trust to each Residual Income
Beneficiary of that Trust who is entitled to the
income under clause 29.3(a) and shall, subject to
clause 29.7, be payable under clause 29.5(b).
(b) (PAYMENT) Subject to clause 29.7, the Trustee may
make interim distributions of the income of a Trust
to the relevant Residual Income Beneficiaries in
accordance with the terms of the Series Notice for
that Trust and shall as soon as practicable after
the end of a Financial Year transfer an amount
representing the income of that Trust (to the extent
not previously distributed) from the central bank
account of that Trust to the bank accounts of each
Residual Income Beneficiary of that Trust as
directed by the relevant Beneficiary.
(c) (RESIDUAL CAPITAL) On the termination of a Trust,
the surplus capital of that Trust remaining after
satisfaction by the Trustee of all its obligations
in respect of that Trust shall be paid to the
Residual Income Beneficiaries of that Trust in
accordance with the terms of the Series Notice for
that Trust.
29.6 APPLICATION OF TRUST INCOME
(a) If by the last day of any Financial Year for a Trust
(the LAST DAY) the Trustee has not effectively dealt
with the whole of the income of that Trust for that
Financial Year by paying, applying or distributing
it, or by setting it aside, then the income not so
paid, applied, distributed or set aside shall be
deemed to have been irrevocably applied and set
aside on the Last Day by the Trustee on behalf of,
and shall be held by the Trustee on and from the
Last Day upon trust absolutely for, the Residual
Income Beneficiaries of that Trust in accordance
with their entitlement to income under this deed
(including, for these purposes, the allocation of
excess Tax Income (if any) pursuant to clause 29.4).
(b) If the Trustee fails to effectively allocate any
excess to a Residual Income Beneficiary in
accordance with clause 29.4, then such excess shall
vest or be deemed to be vested in that Residual
Income Beneficiary.
(c) For the purposes of this clause 29.6 references to
income of that Trust for any Financial Year shall be
to the greater of the Tax Income or the Accounting
Income for that Financial Year.
- --------------------------------------------------------------------------------
Page 50
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
29.7 SUBORDINATION OF RESIDUAL INCOME BENEFICIARIES'
ENTITLEMENTS
(a) No moneys may be paid out of a Trust during a
Financial Year to a Residual Income Beneficiary
under clause 29.5, whilst there is any amount due,
but unpaid, which is in accordance with clause 29.1
to be paid in priority to those amounts and before
the Trustee is satisfied, after consulting with the
Trust Manager, that sufficient allowance has been
made for those priority amounts in relation to that
Trust, accruing during that Financial Year. To the
extent that there is an amount payable under clause
29.1 which is to be paid in priority to the amounts
payable to a Residual Income Beneficiary, that
Residual Income Beneficiary directs the Trustee to
meet the amount payable under clause 29.1 as an
application of that Residual Income Beneficiary's
entitlement to the income of that Trust.
(b) Notwithstanding paragraph (a) of this clause, once
an amount is paid out of a Trust to a Residual
Income Beneficiary during a Financial Year, that
amount may not be recovered from that Residual
Income Beneficiary for any reason or by any person
except to the extent that the amount was paid in
error.
29.8 INSUFFICIENT MONEYS
If after the application of the provisions of clauses 29.1
and 29.3 there is insufficient money available to the
Trustee in respect of a Trust to pay the full amount due to
Noteholders for that Trust, the deficiency shall, subject
to the Series Notice for the Notes or any Class of the
Notes issued in relation to that Trust, be borne by the
Noteholders in the manner set out in the relevant Series
Notice.
29.9 TRUST MANAGER TO ENSURE COMPLIANCE BY TRUSTEE
Without limiting its other obligations under this deed, the
Trust Manager, in exercising its powers and carrying out
its duties in accordance with this deed, must, to the
extent possible, ensure that the Trustee complies with its
obligations under clauses 29.3(b) and 29.4."
(o) CLAUSE 32 - TRUSTEE'S AND TRUST MANAGER'S POWERS, LIABILITY AND
INDEMNITY GENERALLY
(i) The following provisions replace clause 32.16 of the Master
Trust Deed.
"(a) The Trustee enters into the Transaction Documents
and issues the Notes only in its capacity as trustee
of the Trust and in no other capacity. A liability
incurred by the Trustee acting in its capacity as
trustee of the Trust arising under or in connection
with the Transaction Documents or the Trust or in
respect of the Notes is limited to and can be
enforced against the Trustee only to the extent to
which it can be satisfied out of the Assets of the
Trust out of which the Trustee is actually
indemnified for the liability. This limitation of
the Trustee 's liability applies despite
- --------------------------------------------------------------------------------
Page 51
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
any other provision of the Transaction Documents 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 the Transaction
Documents or the Trust.
(b) The parties other than the Trustee may not sue the
Trustee in any capacity other than as trustee of the
Trust or seek the appointment of a receiver (except
in relation to the Assets of the Trust), liquidator,
administrator or similar person to the Trustee or
prove in any liquidation, administration or
arrangements of or affecting the Trustee (except in
relation to the Assets of the Trust).
(c) The provisions of this clause 32.16 do 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 out of the Assets of the Trust as a
result of the Trustee 's fraud, negligence, or
wilful default.
(d) It is acknowledged that the Relevant Parties are
responsible under the Transaction Documents for
performing a variety of obligations relating to the
Trust. No act or omission of the Trustee (including
any related failure to satisfy its obligations or
breach of representation or warranty under the
Transaction Documents) will be considered fraud,
negligence or wilful default of the Trustee for the
purpose of paragraph (c) of this clause 32.16 to the
extent to which the act or omission was caused or
contributed to by any failure by the Relevant
Parties (other than a person whose acts or omissions
the Trustee is liable for in accordance with the
Transaction Documents) to fulfil its obligations
relating to the Trust or by any other act or
omission of the Relevant Parties (other than a
person whose acts or omissions the Trustee is liable
for in accordance with the Transaction Documents)
regardless of whether or not that act or omission is
purported to be done on behalf of the Trustee.
(e) No attorney, agent, receiver or receiver and manager
appointed in accordance with a Transaction Document
has authority to act on behalf of the Trustee in a
way which exposes the Trustee to any personal
liability and no act or omission of any such person
will be considered fraud, negligence or wilful
default of the Trustee for the purpose of paragraph
(c) of this clause 32.16, provided (in the case of
any person selected and appointed by the Trustee)
that the Trustee has exercised reasonable care in
the selection of such persons.
(f) The Trustee will not be regarded as negligent or in
breach of trust to the extent to which it accepts
and relies on an opinion, advice or letter from a
professional adviser (legal, financial, audit or
otherwise) which contains a dollar amount limitation
on that professional adviser's liability.
- --------------------------------------------------------------------------------
Page 52
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(g) In this clause 32.16, RELEVANT PARTY means each of
the Trust Manager, the Servicer, the Calculation
Agent, each Paying Agent, the Note Trustee and any
Support Facility Provider."
(ii) (A) Subject to sub-paragraph (B), the following
provisions replace clause 32.18 of the Master Trust
Deed.
"(a) (INDEMNITY FROM THE TRUST) Without prejudice
to the right of indemnity given by law to
trustees, and without limiting any other
provision of a Transaction Document, the
Trustee will be indemnified out of the Assets
of the Trust, free of any set off or
counterclaim, against all Penalty Payments
which the Trustee is required to pay
personally or in its capacity as trustee of
the Trust and arising in connection with the
performance of its duties or exercise of its
powers under this deed or a Transaction
Document in relation to the Trust.
(b) (PRESERVATION OF RIGHT AND INDEMNITY) The
Trustee's right to be indemnified in
accordance with paragraph (a), applies
notwithstanding any allegation that the
Trustee has incurred such Penalty Payment as
a result of its negligence, fraud or wilful
default or any other act or omission which
may otherwise disentitle the Trustee to be so
indemnified. However, the Trustee is not
entitled to that right of indemnity to the
extent that there is a determination by a
relevant court of negligence, fraud or wilful
default by the Trustee (provided that, until
such determination, the Trustee is entitled
to that right of indemnity or reimbursement
but must, upon such determination, repay to
the Trust any amount paid to it under this
clause). The Trustee may in accordance with
the Transaction Documents rely on others in
relation to compliance with the Consumer
Credit Legislation.
(c) (OVERRIDING) This clause 32.18 overrides any
other provision of the Master Trust Deed or
any Series Notice.
(d) (NOMINATED CREDIT PROVIDER) Subject to the
limitation of indemnity in paragraph (e), in
jurisdictions where a provision identical to
s169A of the Consumer Credit (Victoria) Code
1996 is not in operation, for so long as such
a provision is not in operation, the Trustee,
the Trust Manager and the Servicer agree
that:
(A) the Servicer shall be the "nominated
credit provider" for the purposes of
regulation 75 of any Consumer Credit
Legislation in relation to the Trust;
and
- --------------------------------------------------------------------------------
Page 53
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(B) the Servicer shall not cease to be the
"nominated credit provider" until such
time as:
(1) the Servicer is removed from
the office of Servicer; and
(2) another person (other than the
Trustee) becomes the "nominated
credit provider" in relation to
the Trust.
(e) (INDEMNITY FROM SERVICER) The Servicer
indemnifies the Trustee in relation to the
Trust, free of any set off or counterclaim,
against all Penalty Payments which the
Trustee is required to pay personally or in
its capacity as trustee of the Trust and
arising in connection with the performance of
its duties or exercise of its powers under
this deed in relation to the Trust, except to
the extent that such Penalty Payments arose
as a result of the fraud, negligence or
wilful default of the Trustee.
(f) (ACCEPTABLE INSURANCE POLICY)
(i) To further and better secure the
obligations of the Servicer under this
clause 32.18, the Servicer shall
effect an Acceptable Insurance Policy.
(ii) If the Servicer is obliged to
indemnify the Trustee under this
clause 32.18, the Servicer will
promptly make a claim under the
Acceptable Insurance Policy and do
all things reasonably required to
obtain payment of that claim.
(iii) The Servicer shall provide
the Trustee with evidence of
the renewal of the
Acceptable Insurance Policy
within seven days of the
date of renewal of the
Acceptable Insurance Policy.
(iv) Upon the Acceptable
Insurance Policy lapsing or
becoming void for any reason
whatsoever, the Servicer
shall immediately:
(A) notify the Trustee that the
Acceptable Insurance Policy
has lapsed or become void;
and
(B) effect alternative
arrangements acceptable to
the Trustee and obtain
confirmation from each
Designated Rating Agency
that the rating of the
Notes rated by it will not
be adversely affected.
- --------------------------------------------------------------------------------
Page 54
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(g) (CALLING UPON INDEMNITY) The Trustee will
call upon the indemnity under paragraph
(e) before it calls on the indemnity in
paragraph (a). If any such claim is not
satisfied within 3 Business Days of the
claim being made, the Trustee may
(without prejudice to its rights under
any indemnity under paragraph (e))
exercise its right of indemnity referred
to in paragraph (a).
(h) (GRANTING INDEMNITY) The Trustee agrees
that it will not grant an indemnity to
any other person within the terms of
paragraph (iv) of the definition of
Penalty Payment without the prior
written consent of the Servicer."
(B) The definition of Penalty Payment in clause 32.18 of
the Master Trust Deed shall apply.
7.3 AMENDMENTS TO INVESTMENT MANAGEMENT AGREEMENT
The Investment Management Agreement is amended for the purposes of the
Trust as follows.
(a) Interstar Securitisation Management Pty Limited accedes to
the Investment Management Agreement and each of the
Servicer, the Trustee and Interstar Securitisation
Management Pty Limited agree, acknowledge and confirm that:
(i) as trust manager of the Interstar Millennium
Series 2003-1G Trust, Interstar Securitisation
Management Pty Limited will be bound by the duties
and obligations imposed on the "Trust Manager" (as
that term is defined in the Investment Management
Agreement) by the Investment Management Agreement
in all respects as if it had originally been named
as a party to the Investment Management Agreement
as the trust manager; and
(ii) as trust manager of the Interstar Millennium
Series 2003-1G Trust, Interstar Securitisation
Management Pty Limited shall be entitled to the
benefit of any rights or powers conferred on the
"Trust Manager" (as that term is defined in the
Investment Management Agreement) under the
Investment Management Agreement as if it had
originally been named a party to the Investment
Management Agreement as the trust manager.
(b) CLAUSE 1.3 - LIABILITY OF CHARGOR LIMITED TO ITS RIGHT OF
INDEMNITY
Clause 1.3 of the Investment Management Agreement is deleted
and replaced with the following.
"(a) Clause 32 of the Master Trust Deed (as amended by
the Notice of Creation of Trust and the Series
Notice) applies to the obligations and liabilities
of the Trustee and the Trust Manager under this
agreement.
(b) Without limiting the generality of clause 1.3(a),
clause 32.16 of the Master Trust Deed (as amended
by the Notice of Creation of Trust and the Series
Notice) is
- --------------------------------------------------------------------------------
Page 55
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
incorporated into this agreement as if set out in
full, except that any reference to DEED is
replaced by a reference to AGREEMENT and any
reference to TRUST refers to each Relevant Trust.
(c) Nothing in this clause 1.3 limits a party in:
(i) obtaining an injunction or other order
to restrain any breach of this agreement
by any party;
(ii) obtaining declaratory relief; or
(iii) in relation to its rights under the
Security Trust Deed.
(d) Except as provided in paragraphs (a) and (b) and
subject to paragraph (c), no party shall:
(i) (STATUTORY DEMAND) issue any demand
under s459E(1) of the Corporations Act
(or any analogous provision under any
other law) against the Trustee;
(ii) (WINDING UP) apply for the winding up or
dissolution of the Chargor;
(iii) (EXECUTION) levy or enforce any distress
or other execution to, on, or against
any assets of the Trustee (other than
the Trust Assets);
(iv) (COURT APPOINTED RECEIVER) apply for the
appointment by a court or a receiver to
any of the assets of the Trustee (other
than the Trust Assets);
(v) (JUDGMENT) obtain a judgment for the
payment of money or damages by the
Trustee;
(v) (SET-OFF OR COUNTERCLAIM) exercise or
seek to exercise any set-off or
counterclaim against the Trustee (other
than in respect of the Trust Assets); or
(vi) (ADMINISTRATOR) appoint, or agree to the
appointment of, any administrator to the
Trustee,
or take proceedings for any of the above and each
party waives its rights to make those applications
and take those proceedings.
(c) CLAUSE 2 - APPOINTMENT OF SERVICER
In clause 2.3(d) of the Investment Management Agreement, add
"or Title Insurer in relation to a Title Insurance Policy"
after "any law firm".
(d) CLAUSE 4 - UNDERTAKINGS
(i) In clause 4.1(c)(ii) of the Investment Management
Agreement, add "or Title Insurer (as the case may
be)" after "the Mortgage Insurer".
(ii) In clause 4.1(c)(iii) of the Investment Management
Agreement, add "or Title Insurer (as the case may
be)" after "the Mortgage Insurer".
- --------------------------------------------------------------------------------
Page 56
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(iii) Add the following clause 4.1(c)(iv) in the
Investment Management Agreement: "promptly notify
the Title Insurer (if any) of that default in
accordance with the provisions of the relevant
Title Insurance Policy, if required".
(iv) Relabel clause 4.1(d)(i)(B) of the Investment
Management Agreement as clause 4.1(d)(i)(C).
(v) Add the following clause 4.1(d)(i)(B) in the
Investment Management Agreement: "Title Insurance
Policies; and".
(vi) In clause 4.1(d)(ii) of the Investment Management
Agreement, add ", Title Insurance Policy" after
"Mortgage Insurance Policy".
(vii) In clause 4.1(d)(iii) of the Investment Management
Agreement, add ", Title Insurance Policy" after
"Mortgage Insurance Policy".
(viii) Clause 4.1(f) of the Investment Management
Agreement is amended by inserting the words " and
provided that the variation, amendment or
modification does not result in the downgrade or
withdrawal of rating of the Notes".
(ix) Replace 4.1(h) of the Investment Management
Agreement to read as follows:
"set the Investment Rate as 0.25% higher than the
percentage rate of return which it determines in
its absolute discretion would be required to be
set on the Authorised Investments held by the
Trustee, in order to ensure that the Trustee has
sufficient cash available at all times to enable
the Trustee to pay all payments of Interest in
respect of the Trust and otherwise comply with all
of the Trustee's duties and obligations under the
Transaction Documents as and when they fall due,
including payment of any Approved Seller's Fee as
and when it falls due".
(e) CLAUSE 6 - SERVICER FEES
In clause 6.2(a) of the Investment Management Agreement, add
"or Title Insurance Policy" after "Mortgage Insurance
Policy".
7.4 ADDITIONAL REPRESENTATIONS AND WARRANTIES - APPROVED SELLER AND TRUSTEE
Each of the Approved Sellers and the Trustee makes the following
additional representations and warranties in respect of itself only to
the Trust Manager, to each Noteholder and to the Security Trustee (who
holds the benefit of the representations and warranties for the
Mortgagees (as defined in the Security Trust Deed):
(a) it is not in default under this deed or the Investment
Management Agreement (to which it is a party) in a manner
which has or may have an Adverse Effect;
(b) it has no immunity from the jurisdiction of a court or from
legal process;
(c) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) the
Approved Seller holds sole beneficial ownership as at the
relevant Closing Date of the Loans referred to in the Sale
Notice given by it;
(d) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) the
Approved Seller holds such beneficial interest in the
Authorised
- --------------------------------------------------------------------------------
Page 57
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
Investments (other than the Loans referred to in paragraph
(c)) which form part of the Assets of the Trust as is
validly transferred to it unless it has disposed of that
interest in accordance with the provisions of the
Transaction Documents;
(e) (in relation to the Trustee only) the Trustee has not
resettled, set aside or transferred any property of the
Trust other than in accordance with the Transaction
Documents;
(f) (in relation to the Trustee only) the Trustee has not
terminated the Trust nor has any event of which it is aware
for the vesting of the assets of the Trust occurred;
(g) (in relation to the Trustee only) the Trustee is not aware
that an Event of Default as defined in the Security Trust
Deed is subsisting;
(h) (in relation only to any Approved Seller who is the trustee
of a trust) as at the relevant Closing Date, beneficial
title in the Authorised Investments referred to in the Sale
Notice given by it, or otherwise to be transferred by it,
will be transferred to the Trustee.
(i) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) the sale,
transfer and assignment of the Approved Seller's interest in
the Purchased Loans, 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;
(j) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) the
Approved Seller holds in its possession or control all
Relevant Documents that relate to the Purchased Loans and
the related Loan Securities necessary to register and
enforce the provisions of and the security created by the
relevant Loan Securities;
(k) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) 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;
(l) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) at the time
each Purchased Loan 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 Servicer;
(m) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) each
Purchased Loan and Loan Security and each Related Security
was entered into by the Approved Seller in good faith;
(n) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) at the time
each Purchased Loan and each Loan Security 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 Loan
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;
- --------------------------------------------------------------------------------
Page 58
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(o) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) as at the
Cut-Off Date, none of the Purchased Loans and none of the
Loan Securities and no Related Security had been waived or
altered, except in writing and as part of the Relevant
Documents;
(p) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) all
information provided by the Approved Seller to the Trustee
in connection with the Loans, the Loan 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; and
(q) (in relation to the Approved Sellers only, other than any
Approved Seller who is the trustee of any trust) as at the
Cut-Off Date, the Approved Seller was not aware of any
circumstance or event that may materially and adversely
affect:
(i) the value or enforceability of any Loan, Loan
Security or Related Security; or
(ii) the ability of the Approved Seller to perform its
obligations under the Transaction Documents.
7.5 ADDITIONAL REPRESENTATIONS AND WARRANTIES - TRUST MANAGER
Each of the Servicer and the Trust Manager makes the following
representations and warranties to the Trustee, to each Noteholder and
to the Security Trustee (who holds the benefit of the representations
and warranties for the Mortgagees (as defined in the Security Trust
Deed):
(a) to its knowledge, no litigation, arbitration or
administrative proceedings are taking place, pending or
threatened against it which, if adversely determined, has or
may have an Adverse Effect;
(b) it is not in default under any Transaction Document to which
it is a party in a manner which has or may have an Adverse
Effect;
(c) to the best of its knowledge and belief the Loans which are
subject to the provisions of the Consumer Credit Legislation
comply with the Consumer Credit Legislation; and
(d) it is not aware of any act or circumstance that would permit
a Mortgage Insurer or a Title Insurer to reduce or avoid any
claim under its Mortgage Insurance Policy or Title Insurance
Policy (as the case may be).
7.6 ADDITIONAL UNDERTAKINGS - TRUSTEE
The Trustee undertakes to the Servicer, the Trust Manager, to each
Noteholder and to the Security Trustee (who holds the benefit of the
undertakings for the Mortgagees (as defined in the Security Trust Deed)
that:
(a) it will treat the Noteholders of the same Class equally and
will treat Noteholders of different Classes fairly;
(b) it will not deal in any way with any person except at arm's
length in the ordinary course of business for valuable
commercial consideration;
- --------------------------------------------------------------------------------
Page 59
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(c) it will not advance money or make available financial
accommodation to or for the benefit of any person or give a
guarantee or security interest in connection with an
obligation or liability of any person except as permitted
under the Transaction Documents;
(d) it will not take any action in respect of a Mortgage which
action is contrary to the terms of the Mortgage Insurance
Policy covering that Mortgage unless it is approved by the
relevant Mortgage Insurer (the Trustee is entitled to rely
without enquiry on a certificate from the Servicer to the
effect that the relevant Mortgage Insurer has given its
consent);
(e) provided that the Trustee has been provided with a copy of
the form of the relevant Title Insurance Policy and has
agreed in writing with the Servicer that this paragraph (e)
will apply to all Title Insurance Policies issued in that
agreed form, it will not take any action in respect of a
Mortgage which action is contrary to the terms of any Title
Insurance Policy covering that Mortgage unless it is
approved by the relevant Title Insurer (the Trustee is
entitled to rely without enquiry on a certificate from the
Servicer to the effect that the relevant Title Insurer has
given its consent);
(f) it shall not:
(i) amend or vary, or consent to any amendment or
variation of,
(ii) avoid, release, surrender, terminate, rescind,
discharge (other than by performance) or accept
the repudiation of, or
(iii) expressly or impliedly waive, or extend or grant
time or indulgence of, any provision of or
obligation under,
any Transaction Document where to do so would have an
Adverse Effect (the Trustee is entitled to rely without
enquiry on a certificate from the Trust Manager to the
effect that any such action will not have an Adverse
Effect);
(g) it shall not amend or vary the form which will be used for
any Mortgage which it acquires or settles in any manner
which would have an Adverse Effect (the Trustee is entitled
to rely without enquiry on a certificate from the Servicer
to the effect that any amendment or variation of the form
used for any Mortgage will not have an Adverse Effect);
(h) it will not resettle, set aside or transfer any asset held
under the Trust other than a transfer which complies with
the Transaction Documents (the Trustee is entitled to rely
without enquiry on a certificate from the Trust Manager to
the effect that any such transfer complies with this deed);
(i) except as contemplated by clause 23 of the Master Trust
Deed, the Trustee will not do anything which would cause or
enable its removal, nor will it retire, as trustee of the
Trust; and
(j) the Trustee will not permit any person to act or be
appointed as trustee of the Trust jointly with the Trustee.
- --------------------------------------------------------------------------------
Page 60
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
7.7 ADDITIONAL UNDERTAKINGS - TRUST MANAGER AND SERVICER
Each of the Trust Manager and the Servicer undertakes to the Trustee,
to each Noteholder and to the Security Trustee (who holds the benefit
of the undertakings for the Mortgagees (as defined in the Security
Trust Deed) to:
(a) upon being so directed by the Trustee, rectify any books of
account which the Trustee reasonably believes to be
incorrect or inadequate in any respect;
(b) ensure that the Authorised Investments yield an amount
(expressed as a percentage per annum) equal to or greater
than the then current Investment Rate;
(c) deliver to the Trustee all documents necessary to enable the
Trustee to have each and every Authorised Investment
registered in the name of the Trustee or in the name of such
other person or persons as approved by the Trustee;
(d) not deal in any way with any person except at arm's length
in the ordinary course of business for valuable commercial
consideration;
(e) not advance money or make available financial accommodation
to or for the benefit of any person or give a guarantee or
Security Interest in connection with an obligation or
liability of any person except as permitted under the
Transaction Documents;
(f) not cease or materially change its business,
(g) not take any action in respect of a Loan which action is
contrary to the terms of the Mortgage Insurance Policy
covering that Loan unless it is approved by the relevant
Mortgage Insurer;
(h) not take any action in respect of a Loan which action is
contrary to the terms of any Title Insurance Policy covering
that Loan unless it is approved by the relevant Title
Insurer;
(i) not:
(i) amend or vary, or consent to any amendment or
variation of,
(ii) avoid, release, surrender, terminate, rescind,
discharge (other than by performance) or accept
the repudiation of, or
(iii) expressly or impliedly waive, or extend or grant
time or indulgence of, any provision of or
obligation under,
any Transaction Document, where to do so would have an
Adverse Effect;
(j) take such steps as are reasonably available to it to ensure
that a Mortgage Insurer is not relieved from its liability
under its Mortgage Insurance Policy;
(k) take such steps as are reasonably available to it to ensure
that a Title Insurer is not relieved from its liability
under any of its Title Insurance Policies;
(l) where it is required to make any calculation, give any
notice or do any thing in order to enable the Trustee to
perform its obligations under any Transaction Document -
make that calculation, give that notice or do that thing;
- --------------------------------------------------------------------------------
Page 61
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(m) co-operate with the Trustee in respect of the establishment
and maintenance by the Trustee of a compliance system
relating to the Assets of the Trust and any Mortgage made by
it which is reasonable in scope having regard to industry
standards and criteria for the purposes of establishing a
system for ensuring that the Trustee's obligations and
liabilities under or in connection with the Assets of the
Trust and those Mortgages are fully discharged and that the
Trustee is informed of significant issues relating to any of
them;
(n) take such actions as are necessary to enforce or enable the
Trustee to enforce the rights of the Trustee under any
Transaction Document;
(o) ensure that:
(i) the aggregate amount of all Gold Commitments at
any time does not comprise more than 20% of the
value of the Assets of the Trust; and
(ii) the aggregate of the amounts outstanding under the
following Loans (as referred to in schedule 2):
(1) Interstar "Fix'n Float" Access
Account Loans; and
(2) Interstar "IO Fixed" Access
Account Loans,
which form part of the Assets of the Trust does not comprise
more than 25% of the value of the Assets of the Trust;
(iii) subject to any other provisions, there will be no
restriction on the percentage of the Assets of the
Trust which may comprise:
(A) Interstar "Premium" Access Account
Loans; and
(B) Interstar "IO Float" Access Account
Loans,
as referred to in schedule 2;
(iv) during any period when a fixed lower or acceptable
rate of interest (as opposed to the higher or
default rate of interest) is applicable under any
Interstar "Fix'n Float" Access Account Loan or any
Interstar "IO Fixed" Access Account Loan (as
referred to in schedule 2) such rate of interest
will not be less than the aggregate of:
(A) the weighted average of the Interest
Rate of the Class B2 Notes and the rate
equal to the Bank Bill Rate and the
Spread (as defined in the Class B1
Currency Swap);
(B) the Expenses Margin; and
(C) 0.25%;
(p) procure payment of any stamp duty payable in respect of
transfers to the Trustee of Authorised Investments by
Perpetual Trustees Victoria Limited as trustee of any trust
(other than a Trust as defined in the Master Trust Deed);
and
(q) in the event that it becomes aware of the Trustee failing to
pay any Interest in relation to Class B Notes within 10
Business Days of the Payment Date on which the Interest was
due to be paid, promptly notify each Designated Rating
Agency.
- --------------------------------------------------------------------------------
Page 62
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
7.8 ADDITIONAL REPRESENTATIONS AND WARRANTIES (LOANS) - SERVICER
The Servicer makes the following representations and warranties to the
Trust Manager, the Trustee, to each Noteholder and to the Security
Trustee (who holds the benefit of the representations and warranties
for the Mortgagees (as defined in the Security Trust Deed) in relation
to a Sale Notice containing an offer in relation to which the Trust
Manager has directed the Trustee to accept and the Loans, Loan Rights
and Related Securities referred to in that Sale Notice (or the Loans
originated in accordance with clause 9(b)(ii) or otherwise transferred
to the Trustee by Perpetual Trustees Victoria Limited as trustee of a
trust in accordance with the Master Trust Deed).
(a) (ELIGIBLE LOAN) As at the Cut-Off Date, each Loan which is
specified in that Sale Notice (or so originated or
transferred) is an Eligible Loan. In relation to any related
Loan Security that is required to be registered with any
Government Agency and which is not registered at the Cut-Off
Date, it will be registered.
(b) (LOAN SECURITIES) It has not done, or omitted to do,
anything which would prevent each Loan, Loan Security and
Related Security which is specified in that Sale Notice (or
so originated or transferred) from being 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.
(c) (OWNERSHIP) In relation to each Loan Security which is
specified in that Sale Notice (or the relevant Trust
Manager's direction or transfer procedure), it has not done,
or omitted to do anything which would prevent the relevant
Obligor from being the sole legal owner of the relevant
Mortgaged Property and registered as the sole proprietor of
the relevant Mortgaged Property.
(d) (INSURANCE) As at the relevant Closing Date (or the date
specified in the relevant Trust Manager's direction), each
Loan which is specified in the Sale Notice (or the relevant
Trust Manager's direction or transfer procedure) is the
subject of a valid, binding and enforceable Mortgage
Insurance Policy from a Mortgage Insurer for the scheduled
term of that Loan. In the case of the assignment of Loans,
the assignment of each such Loan to the Trustee is not
contrary to the relevant Mortgage Insurance Policy. The
Servicer has not done or omitted to do anything which might
prejudicially affect or limit the rights of the Trustee
under or in respect of a Mortgage Insurance Policy to the
extent that those rights relate to that Loan or the related
Loan Security. On transfer to the Trustee of beneficial
title to a Purchased Loan (or on origination of a Loan), the
Trustee will have the benefit of the relevant Mortgage
Insurance Policy for that Loan.
(e) (SOLVENCY OF MORTGAGE INSURERS AND TITLE INSURERS) The
officers of the Servicer who have responsibility for the
transactions contemplated by the Transaction Documents do
not have actual notice that any Mortgage Insurer under any
Mortgage Insurance Policy or any Title Insurer under any
Title Insurance Policy in relation to a Loan is insolvent or
will be unable to pay a valid claim.
(f) (SELECTION PROCESS) There is no fraud, dishonesty, material
misrepresentation or negligence on the part of the Servicer
in connection with the selection and offer to the Trustee of
any
- --------------------------------------------------------------------------------
Page 63
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
Loans or related Loan Securities which are specified in that
Sale Notice (or the relevant Trust Manager's direction or
the transfer procedure).
(g) (NO RESCISSION, ETC) As at the Cut-Off Date, none of the
Loans or Loan Securities which are specified in that Sale
Notice (or the relevant Trust Manager's direction or the
transfer procedure) were satisfied, cancelled, discharged or
rescinded and the Mortgaged Property relating to each
relevant Loan and Loan Security had not been released from
the security of the relevant Loan Securities.
(h) (INTEREST RATE) Except as may be provided in a Loan
Agreement or Loan Security which is specified in the Sale
Notice (or the relevant Trust Manager's direction or the
transfer procedure), and subject to applicable laws, the
Servicer has not done, or omitted to do anything which would
render the interest rate for each such Loan subject to any
limitation, or to any consent, additional memoranda or other
writing 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 Loan or Loan
Security.
(i) (ASSIGNABILITY) In the case of the assignment of Loans, all
consents required in relation to the assignment of the Loans
and the related Loan Rights specified in that Sale Notice
(or the relevant Trust Manager's direction or the transfer
procedure) have been obtained. Those Loans and Loan Rights
are assignable.
(j) (ORDINARY COURSE OF BUSINESS) Between the relevant Cut-Off
Date and the relevant Closing Date (or the date specified in
the relevant Trust Manager's direction), the Servicer dealt
with the Loans and the Loan Securities specified in the Sale
Notice (or the relevant Trust Manager's direction or the
transfer procedure) in the ordinary course of its business.
7.9 REPETITION OF REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
The representations, warranties and undertakings set out in clauses
7.4, 7.5, 7.6, 7.7 and 7.8 will be deemed to be repeated on each date
upon which Notes are issued.
8. TRANSFERS TO OTHER TRUST
- --------------------------------------------------------------------------------
The Trust Manager may, from time to time, direct the Trustee to
transfer a Loan held by the Trustee to any Other Trust. That transfer:
(a) must be in accordance with clause 7 of the Master Trust Deed
and the Series Notice for that Other Trust (as the case may
be);
(b) must be for a consideration equal to the Unpaid Balance of
that Loan;
(c) must not involve the transfer of a Loan which is in Arrears;
and
(d) may only be made if there are funds available to that Other
Trust to enable that Other Trust to pay the necessary
consideration for the transfer.
The Trustee must comply with that direction.
- --------------------------------------------------------------------------------
Page 64
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
9. PREFUNDING
- --------------------------------------------------------------------------------
(a) If on a Note Issue Date, the Purchase Price for the
Purchased Loans is less than the amount received in
Australian dollars by the Trustee from the proceeds of the
issue of the Notes, the Trustee shall (at the direction of
the Trust Manager) retain the difference between the two
amounts to the extent it is not invested in Liquid
Authorised Investments in accordance with this Series Notice
(the PREFUNDING AMOUNT) in the Prefunding Account. The
Prefunding Amount must not, at any time, exceed the sum of
the Class A2 A$ Equivalent of US$[187,500,000] and the Class
B1 A$ Equivalent of US$[6,250,000].
(b) The Trustee must, at the direction of the Trust Manager (at
the Trust Manager's option), apply any or all of the
Prefunding Amount to:
(i) acquire Loans:
(A) from an Approved Seller by the Approved
Seller delivering to the Trustee (on or
before the Prefunding End Date) a Sale
Notice in relation to those Loans in
accordance with clause 8 of the Master
Trust Deed (as amended by this Series
Notice); or
(B) from Perpetual Trustees Victoria Limited
as trustee of a trust (on or before the
Prefunding End Date) in accordance with
the Master Trust Deed; or
(ii) originate Loans in accordance with the procedures
in the ordinary course of the Servicer's business
(before the Prefunding End Date),
provided that each Loan so acquired or originated:
(iii) complies with the Eligibility Criteria; and
(iv) would not result in the downgrade or withdrawal of
rating of any Note by a Designated Rating Agency.
(c) On the Prefunding End Date, the balance of the Prefunding
Amount that has not been applied under paragraph (b) shall
be treated as Mortgage Principal Repayments received by the
Trustee during the immediately preceding Collection Period
and applied in accordance with clause 6.6 of this Series
Notice.
(d) The Trustee shall maintain the Prefunding Account as an
interest bearing account in accordance with the Transaction
Documents (including clause 26 of the Master Trust Deed).
The Trust Manager shall not direct the Trustee to, and the
Trustee shall not make any withdrawal from, the Prefunding
Account except for the following purposes:
(i) to apply the Prefunding Account in accordance with
paragraphs (b) and (c) above;
(ii) to transfer the credit balance of the Prefunding
Account in accordance with clause 26.1(d) of the
Master Trust Deed; and
(iii) to pay Taxes payable in respect of the Prefunding
Account.
- --------------------------------------------------------------------------------
Page 65
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
10. BENEFICIARY
- --------------------------------------------------------------------------------
10.1 ISSUE OF UNITS
(a) The beneficial interest in the Trust will be constituted by
the issue of:
(i) a single residual capital unit (the RESIDUAL
CAPITAL UNIT); and
(ii) such numbers of residual income units (each, a
RESIDUAL INCOME UNIT) as the Trustee may issue
from time to time in accordance with this clause
10.1 and clause 10.3.
The holders of the Residual Capital Unit and the Residual
Income Units (each, a UNIT) hold the beneficial interest in
the Trust in accordance with the Master Trust Deed and this
Series Notice.
(b) The Trustee must, on payment by the relevant Beneficiary of
the issue price of the Unit specified below, issue a Unit by
registering that Beneficiary's name in the register kept
under this clause 10. A failure by the Trust Manager to
issue a Unit does not affect the Beneficiary's rights as
beneficiary of the Trust under the Master Trust Deed and
this Series Notice.
10.2 RESIDUAL CAPITAL UNIT
(a) The holder of the Residual Capital Unit is Allens Arthur
Robinson Corporate Advisory Pty Ltd.
(b) The issue price of the Residual Capital Unit is the amount
of $10, paid on establishment of the Trust.
(c) The holder of the Residual Capital Unit has no right to
receive distributions in respect of the Trust other than the
right to receive the amount of $10 on the termination of the
Trust. The Residual Capital Unit may not be redeemed at any
other time or in any other way.
(d) The Residual Capital Unit is not transferable.
(e) No other Residual Capital Units may be issued.
10.3 RESIDUAL INCOME UNIT
(a) A person may, with the consent of the Trust Manager and
(where there is at that time any existing holder of a
Residual Income Unit) that holder (each of whose consent may
be given or withheld in their absolute discretion), become
the holder of a Residual Income Unit by paying the
subscription price for the Residual Income Unit.
(b) The issue price of a Residual Income Unit will be the amount
agreed between the Trust Manager and the person applying for
the Residual Income Unit.
(c) The beneficial interest held by the Residual Income
Beneficiaries is limited to the Trust and each Asset of the
Trust (other than any Asset of the Trust held on trust for
the holder of the Residual Capital Unit under clause 10)
subject to and in accordance with the Master Trust Deed and
this Series Notice.
- --------------------------------------------------------------------------------
Page 66
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(d) Subject to clause 29 of the Master Trust Deed, no Residual
Income Beneficiary has a right to receive distributions in
respect of the Trust other than:
(i) the right to receive, pari passu, distributions in
respect of the Trust under the Master Trust Deed
and this Series Notice to the extent that
Beneficiary Distributions are available for
distribution under the Master Trust Deed and this
Series Notice; and
(ii) the right to receive, pari passu, on the
termination of the Trust the entire beneficial
interest of the Trust, subject to the rights of
the holder of the Residual Capital Unit.
(e) Residual Income Units may not be redeemed at any other time
or in any other way.
(f) Each Residual Income Unit is transferable in accordance with
clause 10.5.
10.4 REGISTER
(a) The entitlement of any person to a Unit will be evidenced by
registration in the register maintained under this clause
10.4 (the REGISTER).
(b) The Trustee will keep the Register at its registered office
in a form that it considers appropriate and will enter the
following particulars.
(i) The name and address of the holder of each Unit.
(ii) The date on which the name of the holder of each
Unit is entered in the Register.
(iii) The date on which the holder of a Unit ceases to
be registered as the holder of that Unit.
(iv) The subscription moneys initially paid for each
Unit, and the aggregate subscription moneys of all
Units from time to time.
(v) Any other details which the Trustee may consider
necessary or desirable.
(c) The holder of a Unit shall promptly notify the Trustee of
any change of name or address and the Trustee will alter the
Register accordingly.
(d) Without limiting clause 10.1, the interest of any holder in
a Unit will be constituted by registration in the register.
10.5 TRANSFER OF UNITS
(a) (i) Subject to clause 10.2(d), the holder of a Unit
may transfer the Unit by instrument in writing in
any form approved by the Trustee. No fee will be
charged on the transfer of a Unit.
(ii) An instrument of transfer shall be executed by or
on behalf both of the transferor and the
transferee.
(iii) A transferor of a Unit remains the holder of the
Unit transferred until the transfer is registered
and the name of the transferee is entered in the
register in respect of the Unit.
- --------------------------------------------------------------------------------
Page 67
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(b) The instrument of transfer of a Unit must be left for
registration at the address where the Register is kept on
which the Unit to which the transfer relates are registered.
It must be left together with any information that the
Trustee properly requires to show the right of the
transferor to make the transfer.
(c) The Trustee must notify each Designated Rating Agency and
the Trust Manager of any transfer of Units under this clause
10.5.
10.6 LIMIT ON RIGHTS
Each Beneficiary is subject to, and bound by, the provisions of the
Master Trust Deed (including clause 9.1 and 11.1).
11. NOTE TRUSTEE
- --------------------------------------------------------------------------------
11.1 CAPACITY
The Note Trustee is a party to this Series Notice in its capacity as
trustee for the US$ Noteholders from time to time under the Note Trust
Deed.
11.2 EXERCISE OF RIGHTS
(a) The rights, remedies and discretions of the US$ Noteholders
under the Transaction Documents including all rights to vote
or give instructions to the Security Trustee and to enforce
undertakings or warranties under the Transaction Documents,
except as otherwise provided in the Note Trust Deed or the
Security Trust Deed, may only be exercised by the Note
Trustee on behalf of the US$ Noteholders in accordance with
the Note Trust Deed and the Security Trust Deed.
(b) The US$ Noteholders, except as otherwise provided in the
Note Trust Deed or the Security Trust Deed, may only
exercise enforcement rights in respect of the Mortgaged
Property in accordance with the Transaction Documents.
11.3 REPRESENTATION AND WARRANTY
The Note Trustee represents and warrants to each other party to this
Series Notice that it has the power under the Note Trust Deed to enter
into the Transaction Documents to which it is a party and to exercise
the rights, remedies and discretions of, and to vote on behalf of, the
US$ Noteholders.
11.4 PAYMENTS
Any payment to be made to the US$ Noteholders under the Transaction
Documents may be made to the Principal Paying Agent or the Note
Trustee (as the case may be) in accordance with the Agency Agreement
and the Note Trust Deed.
- --------------------------------------------------------------------------------
Page 68
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
12. TAX REFORM
- --------------------------------------------------------------------------------
12.1 TAXATION OF TRUSTS AND CONSOLIDATED GROUPS
The parties acknowledge that:
(a) the Commonwealth Government has withdrawn draft legislation
under which non-fixed trusts would have been taxed as
companies from 1 July 2001 but has indicated its intention
to take steps to avoid tax abusive use of trusts which may
include taxing some trusts as companies;
(b) on 22 August 2002, the New Business Tax System
(Consolidation) Act (No. 1) 2002 was enacted (the ACT).
Commencement of the Act is pending the enactment of further
legislation dealing with the consolidation measures. Whilst
it is not, as at the date of this Series Notice, the
intention of the Trustee or the Trust Manager that the Trust
form part of a consolidated group of companies and trusts
for tax purposes (a CONSOLIDATED TAX GROUP), if the Trust
becomes a member of a consolidated tax group, under the Act,
the Trustee could be liable for all, or a share, of a
tax-related liability of the head company of that
consolidated tax group (a GROUP TAX LIABILITY) if:
(i) the head company of the consolidated tax group
does not pay that group tax liability by the time
it becomes due and payable; and
(ii) that group tax liability is not covered by a tax
sharing agreement which is consistent with
regulations made, or guidelines published by the
Commissioner of Taxation, concerning the
allocation of group tax liabilities of a
consolidated tax group amongst certain members of
that group or which is otherwise accepted by the
Commissioner of Taxation as allocating the group
tax liabilities of the consolidated tax group
amongst those members on a reasonable basis (A
VALID TAX SHARING AGREEMENT); and
(c) it is in the interest of all parties, including the Trustee,
the Noteholders and the Beneficiaries, that:
(i) the Trustee always be in a position to pay any tax
liability when due;
(ii) the payment of tax by the Trustee must not affect
the amount of principal or interest payable on the
Notes or the timing of such payments; and
(iii) the rating of the Notes be maintained.
12.2 AMENDING BILL - TAXATION OF TRUSTS
If and when an amending Bill is introduced into the Federal Parliament
(the AMENDING BILL), and the result of that amending Bill if it
becomes law will be that the Trustee will become liable to pay tax on
the net income of the Trust (as described in clause 12.1(a)), then:
(a) the Trust Manager shall promptly consult with the Trustee
and each Designated Rating Agency to determine what changes,
if any, are necessary to the cashflow methodology in clause
6 to achieve the objective referred to in clause 12.1(c)
(the OBJECTIVE); and
- --------------------------------------------------------------------------------
Page 69
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(b) within one month of the amending Bill being introduced into
the Federal Parliament (or such longer time as the Trustee
and each Designated Rating Agency permit) the Trust Manager
shall provide a written recommendation to the Trustee and
use its best endeavours to provide a draft deed amending
this Series Notice that, if executed, will achieve the
Objective.
If and when the amending Bill becomes law and upon the Trustee being
notified that the draft deed amending this Series Notice will achieve
the Objective (and in this regard the Trustee may rely (amongst
others) upon advice of tax lawyers) and each of the other parties to
this Series Notice being reasonably satisfied that it will not be
adversely affected by the proposed amendments to this Series Notice,
each party to this Series Notice shall execute that amendment deed.
If the Trust Manager and the Trustee cannot agree to amend the Series
Notice, they will proceed with unwinding the transaction.
12.3 GROUP TAX LIABILITIES
If the Trust becomes a member of a consolidated tax group and the head
company of that consolidated tax group does not at that time, or at
any subsequent time, provide evidence to the satisfaction of the
Trustee (which may rely upon the advice of tax lawyers, amongst
others) that the tax liabilities of the consolidated group are covered
by a valid tax sharing agreement that apportions those tax liabilities
to the Trustee on a basis acceptable to the Trustee (and the Trustee
acknowledges that a nil allocation of the group tax liabilities will
be acceptable to it) then:
(a) the Trustee shall, as soon as is practicable, take steps to
ensure that the Trust ceases to be a member of that
consolidated group;
(b) the Trust Manager shall promptly consult with the Trustee
and each Designated Rating Agency to determine what changes,
if any, are necessary to the cashflow methodology in clause
6 to achieve the Objective; and
(c) within one month of such consultations commencing (or such
longer time as the Trustee and each Designated Rating Agency
may permit) the Trust Manager shall provide a written
recommendation to the Trustee and use its best endeavours to
provide a draft deed amending this Series Notice that, if
executed, will achieve the Objective.
Upon the Trustee being notified that the draft deed amending this
Series Notice will achieve the Objective (and in this regard the
Trustee may rely upon advice of tax lawyers, amongst others) and each
of the other parties to this Series Notice being reasonably satisfied
that it will not be adversely affected by the proposed amendments to
this Series Notice, each party to this Series Notice shall execute
that amendment deed.
If the Trust Manager and the Trustee cannot agree to amend this Series
Notice, or that amendments to this Series Notice are not necessary,
they will proceed with unwinding the transaction.
12.4 EVIDENCE OF TAX SHARING AGREEMENT
The Trust Manager shall procure that the head company of a
consolidated tax group of which the Trust becomes a member will:
- --------------------------------------------------------------------------------
Page 70
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(a) ensure that the group tax liabilities of that consolidated
tax group are covered by a valid tax sharing agreement; and
(b) provide evidence of such a tax sharing agreement being in
place for the purposes of clause 12.3:
(i) at the time the Trust becomes a member of the
consolidated tax group; and
(ii) on each occasion that there is any alteration,
amendment or replacement of a tax sharing
agreement covering the tax liabilities of the
consolidated tax group.
12.5 OBJECTIVE
Provided that the Trustee and the Designated Rating Agencies receive
written advice from an experienced and reputable tax lawyer or tax
accountant to the effect that if the cashflow methodology, as amended
under clause 12.2 or 12.3, is followed the Objective will be met, and
each Designated Rating Agency confirms in writing that the change in
Tax law or the amendment under clause 12.2 or 12.3 (as the case may
be) will not give rise to the downgrade or withdrawal of the rating of
any Note rated by it:
(a) the Trustee shall not be obliged to obtain the consent of
any Noteholder, Creditor or Beneficiary to the amendment;
and
(b) subject to its terms, the amendment shall be effective when
executed, and may:
(i) permit the Trustee to accumulate a reserve out of
moneys that would otherwise be payable to any
Beneficiary; and/or
(ii) provide for Tax to be paid out of moneys that
would otherwise have been payable to any
Beneficiary.
12.6 BENEFICIARIES
Without limiting clause 12.5, in formulating a proposal to meet the
Objective, the Trust Manager shall have regard to the impact of any
change to the cashflow methodology to the Beneficiaries, and shall
consider proposals made by the Beneficiaries that will enable the
Trustee to meet the Objective.
13. ATTORNEYS
- --------------------------------------------------------------------------------
Each attorney executing this deed states that he or she has no notice
of revocation or suspension of his or her power of attorney.
14. GOVERNING LAW
- --------------------------------------------------------------------------------
This Series Notice is governed by the laws of New South Wales. Each
party submits to the non-exclusive jurisdiction of courts exercising
jurisdiction there.
- --------------------------------------------------------------------------------
Page 71
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
15. ANCILLIARY FACILITIES
- --------------------------------------------------------------------------------
15.1 ANCILLARY FACILITIES
(a) Notwithstanding any other provision of the Transaction
Documents in relation to the Trust (including the Master
Trust Deed, the Security Trust Deed and the Servicing
Agreement), the Trust Manager, the Servicer and the Trustee
may:
(i) enter into and perform;
(ii) carry out any transaction contemplated by; and
(iii) pay any amount payable or incurred under,
any Ancillary Facility Document.
(b) Without limiting the generality of paragraph (a):
(i) the Trustee may mix, join or co-mingle all or any
part of the Assets of the Trust with any other
assets, investments or other property held or
owned by the Trustee (in its capacity as trustee
or custodian of any other trust or custodial
program) in:
(A) entering into and performing;
(B) carrying out any transaction
contemplated by; and
(C) paying any amount payable or incurred
under,
any Ancillary Facility Document provided that,
except in the case of the powers in paragraphs
(vii) and (viii), Moody's has first confirmed in
writing that nothing in this paragraph (i) will
adversely affect Moody's rating of any Notes;
(ii) the Trustee has the power to pay or to contribute
towards payment of any amount payable or liability
incurred by the Trustee arising out of, or in
connection with, any Ancillary Facility even
though the amount payable or liability incurred:
(A) does not relate specifically to the
Trust; and/or
(B) relates to a number of trusts or
custodial arrangements which includes
the Trust,
provided that, except in the case of the powers in
paragraphs (vii) and (viii), Moody's has first
confirmed in writing that nothing in this
paragraph (ii) will adversely affect Moody's
rating of any Notes;
(iii) the Trustee has the power to pay any fees,
charges, commissions, disbursements or any other
outgoings to any person arising out of, or in
connection with, the Authorised Investments or any
Ancillary Facility;
(iv) an Obligor under a Purchased Loan shall be
entitled to make any repayment under the relevant
Loan Agreement or Mortgage (including any
Additional Repayment) utilising any payment method
as approved by the Trust Manager from time to time
including any payment by way of cheque, paperless
direct credit entry or the payment method known as
"BPAY";
- --------------------------------------------------------------------------------
Page 72
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(v) the Trust Manager, the Servicer and the Trustee
may give any indemnity in respect of any debt or
other obligation owing to any person arising out
of, or in connection with, the Authorised
Investments or any Ancillary Facility, including
the power to make any payment pursuant to any such
obligation, in accordance with the Ancillary
Facility Documents; and
(vi) the Security Trustee confirms that the entry into
and performance of any Ancillary Facility
Document, the carrying out of any transaction
contemplated by any Ancillary Facility Document,
and the payment of any amount payable or incurred
under any Ancillary Facility Document, by the
Trust Manager, the Servicer or the Trustee does
not constitute any Event of Default under the
Security Trust Deed,
and the Trustee has power:
(vii) to deposit moneys into a joint account in which
the money of Other Trusts are or may be deposited;
and
(viii) permit the drawing by a Borrower of any moneys
from that joint account, notwithstanding that the
Borrower is a Borrower in respect of one trust
only, and the moneys are commingled with moneys of
Other Trusts.
(c) The Trustee and the Trust Manager agree that the Ancillary
Facility Documents will apply in respect of the Trust.
15.2 RECORD KEEPING OBLIGATIONS OF TRUST MANAGER
In addition to and without limiting any obligations under any Finance
Document, the Trust Manager:
(a) must keep proper records and accounts in relation to funds
in any Drawings Account, drawings by the relevant Borrower
or Mortgagor (as defined in the Ancillary Facility
Documents) made using any of the facilities or functionality
provided by NAB under the Ancillary Facility Documents and
fees charged to any Drawings Account, and shall make those
records and accounts available to any party on request; and
(b) undertakes for the benefit of the Trustee to:
(i) comply with all its obligations under the
Ancillary Facility Documents and undertakes to use
its best endeavours to ensure that each of the
matters referred to in clauses 4.20 and 5.8 of the
Ancillary Facility Document which is the Cheque
Deposit and Direct Paperless Entry Facilities
Agreement is complied with irrespective of whether
it has an obligation to NAB to do so; and
(ii) ensure that no Facilities Cheque or Direct
Paperless Entry (as defined in the Ancillary
Facility Documents) which it instructs or allows
NAB to accept, honour or pay will:
(A) result in a Borrower or Mortgagor (as
defined in the Ancillary Facility
Documents) redrawing more than can
properly be redrawn in accordance with
the terms of that Borrowers' or
Mortgagor's Loan Agreement; or
- --------------------------------------------------------------------------------
Page 73
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(B) result in a debit to the Drawings
Account in an amount which, taking into
account all other transactions on the
Drawings Account, exceeds the amount in
the Drawings Account which is referrable
to the Trust which holds the Loan under
which the Facilities Cheque or Direct
Paperless Entry was drawn or authorised.
(c) In this clause 15.2, DRAWINGS ACCOUNT means:
(i) any account referred to in the Ancillary Facility
Documents as a Trust Drawings Account or a
Nominated Account; or
(ii) any other account which the parties agree is to be
a Drawings Account.
- --------------------------------------------------------------------------------
Page 74
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
SCHEDULE 1
An Eligible Loan means a Loan which, as at the Cut-Off Date for that
Loan has the following characteristics:
(a) is denominated and payable only in Australian dollars in
Australia;
(b) the interest rate applicable to the Loan must be either:
(i) a variable rate based upon any determinant as may
be considered appropriate by the Servicer in its
absolute discretion;
(ii) a fixed rate provided that a Loan shall only
incorporate a fixed rate of interest where:
(A) the fixed rate does not apply for a
continuous period exceeding five years
from:
(1) the settlement date of the
Loan where the Loan bears a
fixed rate of interest from
the date it is settled; or
(2) the date on which the Loan
starts to bear a fixed rate of
interest, where that Loan
either:
(a) bears a floating rate of
interest and is converting
to a fixed rate of
interest; or
(b) bears a fixed rate of
interest which is
scheduled to convert to a
floating rate of interest
but (with the approval of
the relevant Mortgage
Insurer) the relevant
Obligor has elected to pay
a new fixed rate of
interest; and
(B) the fixed rate cash flows are swapped to
a floating rate pursuant to an Interest
Rate Swap and the floating rate payable
by the Swap Provider is set on the same
dates as the Interest Rate is set on
Notes; or
(iii) a combination of a variable rate (as described in
sub-paragraph (b)(i)) as to part of the Loan
Amount and a fixed rate (as described in
sub-paragraph (b)(ii)) as to the balance of the
Loan Amount;
(c) is secured by a Mortgage that constitutes a first ranking
mortgage over freehold land or Crown leasehold land in
Australia which is or will be registered under Real Property
Legislation and satisfies the following criteria:
(i) the amount secured or to be secured by the
Mortgage must not exceed $1,500,000;
(ii) in respect of a Mortgage:
(A) to secure a Loan for a principal amount:
- --------------------------------------------------------------------------------
Page 75
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(1) not exceeding $300,000 - the
Loan to Value Ratio in respect
of that Loan must not exceed
95%; and
(2) exceeding $300,000 but not
exceeding $500,000 - the Loan
to Value Ratio in respect of
that Loan must not exceed 90%;
(B) to secure a Loan exceeding $500,000 but
not exceeding $1,000,000 - the Subject
Property must constitute a single
property within the metropolitan areas
of Sydney, Melbourne, Brisbane, Adelaide
or Perth and the Loan to Value Ratio in
respect of that Loan must not exceed
80%;
(C) to secure a Loan exceeding $1,000,000
but not exceeding $1,250,000 - the
Subject Property must constitute a
single property within the metropolitan
areas of Melbourne or Sydney and the
Loan to Value Ratio in respect of that
Loan must not exceed 75%; and
(D) to secure a Loan exceeding $1,250,000 -
the Subject Property must constitute a
single property within the metropolitan
areas of Melbourne or Sydney and the
Loan to Value Ratio in respect of that
Loan must not exceed 65%.
(iii) the Subject Property has a completed residential
dwelling erected thereon;
(iv) the improvements on the Subject Property are
insured against such risks (including fire and
general insurance) as the Servicer deems in its
absolute discretion should be the subject of
insurance cover and the insurance policy in
respect of such cover must be endorsed with the
name of the Trustee as mortgagee;
(v) the Subject Property is valued by a valuer
approved of by the Servicer unless:
(A) the Loan to Value Ratio does not exceed
80%;
(B) the Loan Amount does not exceed:
(1) $250,000 when secured over a
single property within the
metropolitan area of Sydney;
(2) $200,000 when secured over a
single property within any
other city and metropolitan
areas of Australia; or
(3) $150,000 when secured over a
single property within any
other areas of Australia; and
(C) the predominant purpose of the Loan is
the purchase of the Subject Property;
and
(vi) all security documents have been:
(A) prepared by law firms or Title Insurers
appointed by and acting for the relevant
Approved Seller and the Servicer or,
where Loans are originated by the
Trustee, acting for the Trustee and the
Servicer; and
(B) prepared in accordance with applicable
Consumer Credit Legislation;
(d) which, together with all other Loans held by the Trustee,
has the following characteristics:
- --------------------------------------------------------------------------------
Page 76
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(i) at least 90% of the aggregate Subject Property of
all Loans must be located in metropolitan areas of
the capital cities and major regional centres of
Australia; and
(ii) not more than 15% of the aggregate Loan Amount of
the Loans shall comprise individual Loans each
with a Loan Amount exceeding $500,000 and secured
by a Mortgage over a single property;
(e) (i) the relevant Approved Seller is the beneficial
owner of each Loan and Mortgage at the time of the
equitable assignment;
(ii) the Trustee will be the beneficial owner of each
Loan and Mortgage after that assignment (free of
any encumbrances);
(iii) the Loan and Mortgage are valid and enforceable;
(iv) all applicable stamp duties have been paid on the
Mortgage;
(v) the Loan and Mortgage will form part of the Assets
of the Trust;
(vi) the whole of the right, title and interest of the
mortgagee under the Mortgage will be acquired by
the Trustee;
(vii) the Loan has been serviced and managed in
accordance with the requirements of the Servicer's
policy and procedures manual;
(viii) the Mortgage Insurance Policy and any Title
Insurance Policy in relation to the Loan and the
related Mortgage does not restrict the assignment
to the Trustee;
(ix) the Loan is not in Arrears over 30 days at the
Cut-Off Date;
(x) the Loan is subject to monthly, fortnightly or
weekly payments which fully amortise the Loan over
its term;
(xi) the Loan Agreement and the Mortgage comply in all
material respects with all applicable laws
(including any Consumer Credit Legislation);
(xii) the Loan Agreement and the Mortgage are assignable
by the relevant Approved Seller in equity without
prior consent being required from, or notice of
the assignment needing to be given to, the
mortgagor, the Obligor or any other person; and
(xiii) the Loan Agreement and the Mortgage have been duly
authorised and are in full force and effect and
constitute legal, valid and binding obligations of
the relevant Obligor and mortgagor enforceable
against that Obligor and mortgagor in accordance
with its terms and is not subject to any dispute,
offset or counterclaim;
(f) is covered by a valid, binding and enforceable Mortgage
Insurance Policy;
(g) has an Obligor (and where the Servicer so requires, a
guarantor) that is a natural person or a corporation;
(h) was approved and (if relevant) originated by the Servicer in
the ordinary course of its business;
- --------------------------------------------------------------------------------
Page 77
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
(i) the relevant Obligor in respect of which is required to
repay the Loan by no later than October 2032; and
(j) does not require (nor does the relevant Loan Agreement
require) the Trustee to provide any Redraws or other
advances once the initial funding has been provided under
the relevant Loan Agreement.
- --------------------------------------------------------------------------------
Page 78
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------------------------------------
SCHEDULE 2
- ------------------------------------------------ --------------------------------------------------------------
NAME OF LOAN GENERAL CHARACTERISTICS OF LOAN
- ------------------------------------------------ --------------------------------------------------------------
Interstar "Premium" Access Account Amortising principal and interest repayment ("P&I") loans with
an interest rate variable at the discretion of the Servicer and
incorporating limited "redraw" facilities that will be available
to borrowers only at the sole discretion of the Servicer.
- ------------------------------------------------ --------------------------------------------------------------
Interstar "Fix'n Float" Access Account Amortising "P&I" loans with an interest rate fixed for a
specific initial period of up to five years after which the
interest rate converts to a variable rate at the discretion of
the Servicer.
- ------------------------------------------------ --------------------------------------------------------------
Interstar "IO Float" Access Account Non-amortising loans requiring interest only repayments by
the borrowers for a specific initial period of up to ten
years with an interest rate variable at the discretion of
the Servicer. At the expiration of the initial period the
loans convert to the standard amortising "P&I" loans with an
interest rate variable at the discretion of the Servicer.
- ------------------------------------------------ --------------------------------------------------------------
Interstar "IO Fixed" Access Account Non-amortising loans requiring interest only repayments by
the borrowers for a specific initial period of up to five
years with an interest rate fixed for this initial period.
At the expiration of the initial period the loans convert to
the standard amortising "P&I" loans with an interest rate
variable at the discretion of the Servicer.
- ------------------------------------------------ --------------------------------------------------------------
Interstar "Line of Credit" Access Account Amortising line of credit "P&I" loans with an interest rate
variable at the discretion of the Servicer, and incorporating
facilities that allow borrowers to:
(a) draw funds up to a predetermined amortising limit;
(b) repay some or all of those funds; and
(c) redraw those funds again up to the then-current
amortised limit subject always to such right to
redraw funds being at the absolute discretion of
the Servicer,
during the life of the loan facility.
- ------------------------------------------------ --------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Page 79
Series Notice Allens Arthur Robinson
- ---------------------------------------------------------------------------------------------------------------
- ------------------------------------------------ --------------------------------------------------------------
NAME OF LOAN GENERAL CHARACTERISTICS OF LOAN
- ------------------------------------------------ --------------------------------------------------------------
Interstar "Split" Access Account A combined facility which:
(a) as to a specified dollar proportion of the facility
has the general characteristics of one type of Loan
as referred to above; and
(b) as to the remaining dollar proportion of the
facility has the general characteristics of another
type of Loan as referred to above.
- ------------------------------------------------ --------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Page 80
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
EXECUTED as a deed.
Each attorney executing this deed states that he has no notice of revocation or
suspension of his power of attorney.
TRUSTEE
SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEES VICTORIA LIMITED by its attorney in the
presence of:
- -------------------------------- ----------------------------------------
Witness Signature Attorney Signature
- -------------------------------- ----------------------------------------
Print Name Print Name
TRUST MANAGER
SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITISATION MANAGEMENT PTY LIMITED by its
attorney in the presence of:
- -------------------------------- ----------------------------------------
Witness Signature Attorney Signature
- -------------------------------- ----------------------------------------
Print Name Print Name
- --------------------------------------------------------------------------------
Page 81
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
SERVICER
SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITIES (AUSTRALIA) PTY LIMITED by its
attorney in the presence of:
- ------------------------------------ ------------------------------------
Witness Signature Attorney Signature
- ------------------------------------ ------------------------------------
Print Name Print Name
SECURITY TRUSTEE
SIGNED SEALED AND DELIVERED for PERPETUAL
TRUSTEE COMPANY LIMITED by its attorney in the
presence of:
- ------------------------------------ ------------------------------------
Witness Signature Attorney Signature
- ------------------------------------ ------------------------------------
Print Name Print Name
- --------------------------------------------------------------------------------
Page 82
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
APPROVED SELLERS
SIGNED SEALED AND DELIVERED for INTERSTAR
NOMINEES (B) PTY LIMITED by its attorney in the
presence of:
- --------------------------------- ---------------------------------------
Witness Signature Attorney Signature
- --------------------------------- ---------------------------------------
Print Name Print Name
SIGNED SEALED AND DELIVERED for INTERSTAR
NOMINEES (R) PTY LIMITED by its attorney in the
presence of:
- --------------------------------- ---------------------------------------
Witness Signature Attorney Signature
- --------------------------------- ---------------------------------------
Print Name Print Name
SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITIES (AUSTRALIA) PTY LIMITED by its attorney
in the presence of:
- --------------------------------- ---------------------------------------
Witness Signature Attorney Signature
- --------------------------------------------------------------------------------
Page 83
Series Notice Allens Arthur Robinson
- --------------------------------------------------------------------------------
- --------------------------------- ---------------------------------------
Print Name Print Name
NOTE TRUSTEE, CALCULATION AGENT, PRINCIPAL PAYING AGENT AND NOTE REGISTRAR
SIGNED SEALED AND DELIVERED for THE BANK OF
NEW YORK, NEW YORK BRANCH by its attorney in
the presence of:
- --------------------------------- ---------------------------------------
Witness Signature Attorney Signature
- --------------------------------- ---------------------------------------
Print Name Print Name
- --------------------------------------------------------------------------------
Page 84