SERIES NOTICE
Perpetual Trustees Victoria Limited
Interstar Securitisation Management Pty Limited
Interstar Securities (Australia) Pty Limited
Perpetual Trustee Company Limited
The Bank of New York
INTERSTAR MILLENNIUM TRUSTS
INTERSTAR MILLENNIUM SERIES 2003-5G 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 LOGO]
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TABLE OF CONTENTS
1. INTRODUCTION 1
2. TRUST 1
3. DEFINITIONS AND INTERPRETATION 2
3.1 Definitions 2
3.2 Interpretation 21
3.3 Liability 21
3.4 Business Day 22
4. NOTES 22
4.1 Conditions of Notes 22
4.2 Summary of conditions of Notes 22
4.3 Issue of Notes 24
4.4 Trustee's Covenant to Noteholders 24
4.5 Repayment of Notes on Principal Repayment Dates 25
4.6 Final Redemption 25
4.7 Period during which interest accrues 25
4.8 Calculation of Interest 25
4.9 Aggregate receipts 26
4.10 Ownership of Notes 26
4.11 Taxation 26
5. CLASS A1 NOTES 26
5.1 Note Issue Direction for Class A1 Notes 26
5.2 Conditions to Note Issue Direction 27
5.3 Terms of Note Issue Direction 27
6. CASHFLOW ALLOCATION METHODOLOGY 27
6.1 General 27
6.2 Calculations 27
6.3 Redraws 29
6.4 Liquid Authorised Investments 29
6.5 Interest and other payments 29
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 39
6.10 Rounding of amounts 40
6.11 Prescription 40
6.12 Replacement of Currency Swaps 40
6.13 Payment Priorities Following enforcement of the Security
Trust Deed 42
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
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7.3 Amendments to Investment Management Agreement 55
7.4 Additional Representations and Warranties - Approved
Seller and Trustee 58
7.5 Additional Representations and Warranties - Trust Manager 59
7.6 Additional Undertakings - Trustee 60
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 65
9. PREFUNDING 65
10. BENEFICIARY 66
10.1 Issue of Units 66
10.2 Residual Capital Unit 66
10.3 Residual Income Unit 67
10.4 Register 67
10.5 Transfer of Units 68
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 69
11.4 Payments 69
12. TAX REFORM 69
12.1 Taxation of trusts and consolidated groups 69
12.2 Amending Bill - taxation of trusts 70
12.3 Group tax liabilities 70
12.4 Evidence of tax sharing agreement 71
12.5 Objective 71
12.6 Beneficiaries 71
13. ATTORNEYS 72
14. GOVERNING LAW 72
15. ANCILLIARY FACILITIES 72
15.1 Ancillary Facilities 72
15.2 Record keeping obligations of Trust Manager 73
SCHEDULE 1 75
SCHEDULE 2 79
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INTERSTAR MILLENNIUM SERIES 2003-5G TRUST
1. INTRODUCTION
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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 47 004 027 258) of Level 28,
360 Collins Street, Melbourne, Victoria in its capacity as trustee of
Interstar Millennium Series 2003-5G Trust (the TRUSTEE);
INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ABN 56 100 346 898) 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 SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of
Level 28, 367 Collins Street, Melbourne, Victoria (the APPROVED
SELLER);
PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level 7, 9
Castlereagh Street, Sydney, New South Wales (the SECURITY TRUSTEE); and
THE BANK OF NEW YORK 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 2003-5G 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 the 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
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The parties agree that the Trust will be a TRUST for the purposes of
the Transaction Documents.
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3. DEFINITIONS AND INTERPRETATION
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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 (as defined in clause 32.18 of the Master
Trust Deed) 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;
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(c) paperless direct credit facility;
(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.
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'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 SIGNATORY means:
(a) in relation to the Trustee or the Security Trustee, a
director, secretary or duly appointed attorney of the Trustee
or Security Trustee (as the case may be) or an officer of the
Trustee or Security Trustee (as the case may be) whose title
contains the word 'director', 'manager' or 'counsel' or a
person performing the functions of any of them;
(b) in relation to the Trust Manager, the Servicer or the Approved
Seller, a director, secretary or duly appointed attorney of
the Trust Manager, the Servicer or the Approved Seller (as the
case may be) or any other person from time to time whose name,
title or position and specimen signature are set out in a
certificate signed by two directors or one director and
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one secretary of the Trust Manager, the Servicer or the
Approved Seller (as the case may be) confirming that person's
appointment as an Authorised Signatory for the purposes of the
Trust; and
(c) in relation to the Note Trustee, any officer within the
corporate trust department of the Note Trustee, including any
vice president, assistant vice president, treasurer, assistant
treasurer, trust officer or any other officer of the Note
Trustee who customarily performs functions similar to those
performed by the persons who at the time shall be such
officers, respectively, or to whom any corporate trust matter
is referred because of such person's knowledge of and
familiarity with the particular subject and who shall have
direct responsibility for the administration of the trust
constituted by the Note Trust Deed.
AUTHORISED SWAP PROVIDER means a counterparty rated at least A-1 (short
term) by S&P and A2 (long term) and P-1 (short term) by Moody's.
BANK means:
(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 three month bill (or,
in the case of the first Interest Period, the linear interpolation for
a two month bill and a three month 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), clause 6.6(a)(i)(E), clause
6.6(b)(iv) or clause 6.6(c)(v).
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.
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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 or such other
person appointed as calculation agent under the Agency Agreement.
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.
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 Interest Period;
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(b) on the Class A2 A$ Equivalent of the Principal Amount of the
Class A2 Notes as at the first day of the Interest Period
ending on that Payment Date; and
(c) on the basis of the actual number of days in the relevant
Interest Period and a year of 365 days.
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 PROVIDER means initially Westpac Banking
Corporation (ABN 33 007 457 141) and subsequently any replacement
currency swap provider appointed in accordance with the Transaction
Documents.
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.
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 relevant 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 B NOTE means a Note issued as a Class B1 Note or a Class B2 Note
with the characteristics of a Class B1 Note or a Class B2 Note (as the
case may be) under this Series Notice.
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:
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(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 Interest Period;
(b) on the Class B1 A$ Equivalent of the Principal Amount of the
Class B1 Notes as at the first day of the Interest Period
ending on that Payment Date; and
(c) on the basis of the actual number of days in the relevant
Interest Period and a year of 365 days,
together with any unpaid Interest for previous Interest Periods.
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 thereto and any replacement Class B1 Currency Swap entered into
in accordance with the Transaction Documents.
CLASS B1 CURRENCY SWAP PROVIDER means initially Westpac Banking
Corporation (ABN 33 007 457 141) and subsequently any replacement
currency swap provider appointed in accordance with the Transaction
Documents.
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.
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 relevant 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 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:
(a) in relation to the US$ Notes, 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; and
(b) in relation to the Class B2 Notes, Austraclear (directly or
through a registry agent or other agent).
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.
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CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme.
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 other than the
first and final Payment Dates, the period from (and including) the date
which is 6 Business Days before the Payment Date 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) 9 January 2004.
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.
COMMON DEPOSITORY means in relation to US$ Notes, 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, in relation to a US$ Note, the terms and conditions
of that US$ Note, 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 Bank PLC and J.P Morgan Securities
Limited.
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DEALER AGREEMENT means the Dealer Agreement dated on or about the date
of this Series Notice between the Trustee, the Trust Manager, Interstar
Securities (Australia) Pty Limited 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 relevant Conditions.
DESIGNATED RATING AGENCY means:
(a) in relation to the Class A1 Notes, any rating agency so
specified prior to the issue of the Class A1 Notes;
(b) in relation to the Class A Notes (other than the Class A1
Notes), S&P and Moody's;
(c) in relation to the Class B Notes, S&P; and
(d) 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 the
Approved Seller or the Servicer in connection with the enforcement of
any Purchased Loans or the related Loan Rights.
EUROCLEAR means Euroclear Bank S.A./N.V. as operator of the Euroclear
System.
EXCESS SPREAD means, in relation to the Trust and each Other Trust, all
amounts available to be distributed to Interstar Securities (Australia)
Pty Limited in its capacity as a beneficiary of the Trust or that Other
Trust (as the case may be) under or in respect of the Trust or that
Other Trust (as the case may be).
EXCHANGE ACT means the United States Securities Exchange Act of 1934,
as amended.
EXPENSES has the meaning in the Master Trust Deed and includes any
Trustee's Fee, any Trust Manager's Fee, any Servicer's Fee, any fees
and other amounts payable by the Trustee to the Note Trustee, the
Calculation Agent, a Paying Agent or the Note Registrar under the
Transaction Documents 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.
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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.
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:
(a) in relation to the US$ Notes, the prospectus relating to those
US$ Notes dated [*] 2003;
(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,
offering circular 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 the Approved Seller, all
interest and fees accrued on the Purchased Loans, purchased from the
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.
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INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed,
and each Note, each Payment Date.
INTEREST PERIOD means in relation to a Note and:
(a) 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;
(b) 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 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
(c) 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 relevant MBS Margin for that Class B2 Note (as
the case may be); plus
(iii) from (and including) the Step-Up Margin Date, the
relevant Step-Up Margin for that Class B2 Note (as
the case may be); 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.
ISDA means the International Swaps and Derivatives Association, Inc.
ISDA DEFINITIONS means the 2000 ISDA definitions, as amended and
updated as at the Note Issue Date.
LATINUM LOW DOC LOAN means a Loan, designated as such, in respect of
which:
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(a) the relevant Obligor, at the time of settlement of the Loan,
has been self-employed or a full time investor for not less
than 2 years; and
(b) the relevant Obligor, immediately after the settlement of the
Loan, has net assets of not less than A$50,000; and
(c) the income verification requirements are less extensive than
for other Loans (other than Retro Low Doc Loans).
LIBOR means, in relation to any Interest Period for a US$ Note (other
than the first Interest Period), 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 and,
in relation to 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 11.00
am, 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 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 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 (or 2 and 3 months, as the case may be)
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
(or 2 and 3 months, as the case may be) 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.
LINE OF CREDIT 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 "Split" Access Account Loan (as
referred to in schedule 2)) which forms part of the Assets of the
Trust.
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;
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(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.
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 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) replenishing Liquid Authorised Investments to maintain the
Prescribed Minimum Level;
(b) funding Redraws under clause 6.3; and
(c) 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 the 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
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acceptable to the Trustee (in all cases in the form certified by the
Approved Seller before the Sale Notice, where those rights are to be
acquired from the 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.
LOW DOC LOAN means a Latinum Low Doc Loan or a Retro Low Doc Loan.
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;
(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), PMI Mortgage Insurance Ltd (formerly MGICA Ltd) (ABN 70 000
511 071) 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;
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(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 for a US$
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.
NOTE ISSUE DATE means [*] October 2003.
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 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, the Trust
Manager and the Security Trustee.
NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated
24 September 2003 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 an Ancillary Facility
Document from time to time) 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, the 20th day of each
January, April, July and October, the first such date being 20 January
2004.
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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 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.
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)(xiii)(B).
PRINCIPAL PAYING AGENT means initially The Bank of New York 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 each Note, each Payment Date.
PROPERTY RESTORATION EXPENSES means costs and expenses incurred at the
direction of the Trust Manager or the Servicer 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.
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
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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.
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.
RESIDUAL CAPITAL UNIT has the meaning given in clause 10.1.
RESIDUAL INCOME UNIT has the meaning given in clause 10.1.
RETRO LOW DOC LOAN means a Loan, designated as such, in respect of
which:
(a) the relevant Obligor, at the time of settlement of the Loan,
is self-employed or a full-time investor; and
(b) there are no income verification requirements.
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 the 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 October
2008;
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(b) in relation to any Class B1 Notes, the Payment Date in October
2008; and
(c) in relation to any Class B2 Notes, the Payment Date in October
2008.
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.
SWAP PROVIDER means, in relation to a Hedge Agreement, the counterparty
which enters into that arrangement with the Trustee.
TELERATE means, when used in relation to any designated page and any
interest rate, the display page so designated on Bridge's Telerate
Service or such other page as may replace that page on that service, or
such other service as may be nominated as the information vendor for
the purpose of displaying rates or prices comparable to that interest
rate.
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 unpaid principal balance) of the Purchased
Loans are in Arrears by an amount equal to two or more monthly
payments at that time;
(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:
(iii) the Class A2 A$ Equivalent of the Initial Principal
Amount of all Class A2 Notes on the Note Issue Date;
plus
(iv) the Class B1 A$ Equivalent of the Initial Principal
Amount of all Class B1 Notes on the Note Issue Date;
plus
(v) the Initial Principal Amount of all Class B2 Notes on
the Note Issue Date; and
(d) 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 9.8% of the amount equal to the aggregate of:
(iii) the Class A2 A$ Equivalent of the Principal Amount of
all Class A2 Notes at that time; plus
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(iv) the Class B1 A$ Equivalent of the Principal Amount of
all Class B1 Notes at that time; plus
(v) the Principal Amount of all Class B2 Notes at that
time.
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) each Currency Swap;
(e) each Interest Rate Swap;
(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 3 February 2003 between
Interstar Securities (Australia) Pty Limited, Perpetual
Trustees Victoria Limited and the Servicer;
(l) any other document which is expressed to be, or which is
agreed by the Trust Manager, the Note Trustee and the Trustee
to be, a TRANSACTION DOCUMENT for the purposes of this Series
Notice; and
(m) any other document that is executed under or which is or is
expressed to be incidental or collateral to, any other
Transaction Document.
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TRUST means the Interstar Millennium Series 2003-5G 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 J.P. Morgan
Securities Inc.
US$ ACCOUNT means the US$ account opened and maintained for the
purposes of the Trust 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$ NOTE means a Class A2 Note or a Class B1 Note.
US$ NOTEHOLDER means a Noteholder of a US$ Note.
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, any
reference to A TRUST is replaced by a reference to THE TRUST
and any reference to the CORPORATIONS LAW is replaced by a
reference to the CORPORATIONS ACT.
(b) A reference to US DOLLARS or US$ is to the currency of the
United States of America.
(c) A reference to AUSTRALIAN DOLLARS or A$ is to the currency of
Australia.
(d) A Class A2 Downgrade or Class B1 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
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 paragraph (a) 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;
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(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;
(iv) (COURT APPOINTED RECEIVER) apply for
the appointment by a court or a receiver to any of
the assets of the Trustee;
(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; or
(vii) (ADMINISTRATOR) appoint, or agree to the appointment
of, any administrator to the Trustee,
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 BUSINESS DAY
If any payment is due under a Transaction Document on, or a Payment
Date or Determination Date falls on, a day which is not a Business Day,
the due date or Payment Date (as the case may be) will be the next
Business Day unless that day falls in the next calendar month, in which
case the due date or Payment Date (as the case may be) will be the
preceding Business Day.
4. NOTES
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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 relevant 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
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(b) Total Initial Principal (i) the Class A1 Notes - the
Amount of each Class of aggregate of the Initial
Notes: Principal Amounts of
those Class A1 Notes on
therelevant Note Issue
Date
(ii) Class A2 Notes -
US$750,000,000
(iii) Class B1 Notes -
US$25,000,000
(iv) Class B2 Notes -
A$39,000,000
(c) Manner and order in which as set out in clause 6
principal and interest is to
be paid on Notes:
(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
(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
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(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-
long term rating from
S&P (iv) Class B2 Notes
- AA- 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: Payment Date falling in December
2035
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$100,000 and in amounts, or on terms, such that their
offer for subscription and their issue will comply with:
(i) the Financial Services and Markets Act 2000 (UK) and
all regulations made under or in relation to that Act
and the Public Offers of Securities Regulations 1995;
and
(ii) the Securities Act, the Exchange Act, all regulations
made under or in relation to them, and all other laws
or regulations of any jurisdiction of the United
States of America regulating the offer or issue of,
or subscription for, Notes.
(c) No Registered Note has been or will be registered under the
Securities Act and the Registered Notes must not be offered or
sold within the United States or to, or for the account or
benefit of, US persons except in accordance with Regulation S
under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act. Terms used in
this paragraph have the meanings given to them by Regulation S
under the Securities Act.
4.4 TRUSTEE'S COVENANT TO NOTEHOLDERS
Subject to the terms of the Master Trust Deed and this Series Notice,
the Trustee:
(a) acknowledges its indebtedness in respect of the Principal
Amount of each Note; and
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(b) covenants for the benefit of the Security Trustee, each
Registered Noteholder and the Note Trustee on behalf of the
US$ 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.
(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 issue date to the
date upon which that Note is finally redeemed in accordance with clause
4.6.
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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 (other than the
Class A1 Notes):
(i) applies following the relevant Step-Up Margin Date
for that Class; and
(ii) is added to:
(A) (1) LIBOR, in the case of the US$ Notes;
or
(2) the Bank Bill Rate, in the case of
the Registered Notes; and
(B) the relevant MBS Margin,
to form 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 Registered Note or US$ 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.
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5. CLASS A1 NOTES
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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.
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 Total 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
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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;
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(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 the Approved Seller's Fee for that
Collection Period;
(x) in the case of the first Payment Date, the Interest
Adjustment payable to the Approved Seller;
(xi) the Class A2 A$ Interest Amount and the Class B1 A$
Interest Amount for that Payment Date;
(xii) each Class A2 A$ Equivalent amount and each Class B1
A$ Equivalent amount required to be calculated under
this Series Notice;
(xiii) 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;
(xiv) the Charge-offs and Carryover Charge-offs (if any) on
that Payment Date;
(xv) the Recovery Amount (if any) for that Payment Date;
and
(xvi) 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 the relevant 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 the relevant
Condition 12.
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SERIES NOTICE [ALLENS ARTHUR ROBINSON LOGO]
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(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.
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 the 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:
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(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
(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;
(2) any fees payable to the
Calculation Agent under the
Transaction Documents for the
Collection Period; and
(3) any fees payable to the Note
Registrar 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, the Calculation Agent or the
Note Registrar, 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, the Calculation Agent or the
Note Registrar, 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, the Calculation Agent or the
Note Registrar, 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$
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Interest Amount for that Payment
Date (and the 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 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 that Payment
Date;
(D) payment to the Class A2 Currency Swap
Provider of any Break Costs payable by the
Trustee 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,
together with any unpaid Interest for
previous Interest Periods;
(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 the
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 that 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 until
the Aggregate Principal Loss Amount is reduced to
zero.
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(IX) NINTH - in reducing any Carryover Charge-offs that
have not been reduced prior to that Payment Date
until the Carryover Charge-offs are reduced to zero.
(X) TENTH - in payment, pari passu and rateably, of any
Break Costs payable to:
(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 the Approved Seller's Fee.
(XII) TWELFTH - subject to clause 15.1(d), 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 Noteholder of such Class 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 Noteholder of such Class 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
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(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 payable under clause 6.5(a)(iii)
to the Trustee with respect to such 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 the 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.
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(A) FIRST - in accordance with clause 6.5(d).
(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 clauses 10.2(c) and
15.1(d), 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 as contemplated in clause 6.6 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 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 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:
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(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 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 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 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:
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(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.
(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 Principal Amount of the Notes (provided
that the Trustee will be in a position on the next 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 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 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
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
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excluding) the date of redemption on the next 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:
(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 Trust Manager directs the Trustee
that 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 Principal Amount of the Class A2 Notes
on that Payment Date (and the 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)) until such time as all
Class A2 Notes have been redeemed in full;
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
Principal Amount of the Class A2 Notes on
that Payment Date until such time as all
Class A2 Notes have been redeemed in full;
(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 Principal Amount of the Class B1 Notes
on that Payment Date (and the 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)) until such time as all
Class B1 Notes have been redeemed in full;
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
Principal Amount of the Class B1 Notes on
that Payment Date until such time as all
Class B1 Notes have been redeemed in full;
and
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(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 until such
time as all Class B2 Notes have been redeemed in
full,
provided that each such amount specified in this clause 6.6(h)
shall only be paid or deposited to the extent that such
payment or deposit will not result in a breach of the
Threshold Requirements.
(i) If, on a Payment Date, the Trust Manager directs the Trustee
that 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) first:
(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 Principal Amount of the Class A2 Notes
on that Payment Date (and the 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
Principal Amount of the Class A2 Notes on
that Payment Date,
and, in each case, until such time as the Class A2
Notes have been redeemed in full; and
(ii) second, 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
Principal Amount of the Class B1
Notes on that Payment Date (and
the 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
Principal Amount of the Class B1
Notes on 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.
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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 US$ AMOUNT), pay into the US$
Account or to the Principal Paying Agent under the Agency
Agreement, an amount in US$ equal to the AUD US$ Amount at the
spot exchange rate in New York City for US$ purchases of
Australian dollars on that Payment Date.
(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
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(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.
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 Rating 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 outgoing Currency Swap Provider in satisfaction of and
only 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:
(i) 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 a Break Cost payable
under clause 6.5(a)(v)(D), 6.5(a)(vi)(C) or
6.5(a)(x)(B); or
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(ii) to the extent that such premium is greater than the
Settlement Amount (as defined in the relevant
Currency Swap), the excess will form part of the
Assets 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 outgoing Currency Swap Provider to pay any
Settlement Amount (as defined in the relevant Currency Swap)
payable by the outgoing Currency Swap Provider to the Trustee
on termination of the relevant Currency Swap directly to the
Replacement Currency Swap Provider in satisfaction of and only
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 outgoing Currency Swap Provider's obligation
to pay that part of the Settlement Amount (as defined in the
relevant Currency Swap) to the Trustee, and:
(i) to the extent that such premium is 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;
or
(ii) to the extent that such premium is not greater than
the Settlement Amount (as defined in the relevant
Currency Swap), the excess will form part of the
Assets of the Trust.
6.13 PAYMENT PRIORITIES FOLLOWING ENFORCEMENT OF THE SECURITY TRUST DEED
Notwithstanding any other provision of this clause 6, 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.
7. MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND REPRESENTATIONS,
WARRANTIES AND UNDERTAKINGS
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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 0.055% per annum or as otherwise
agreed by the Trust Manager and the Trustee from time
to time; and
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(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 the 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 the 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.
(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 0.22% 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:
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(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;
(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:
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(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.
"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:
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(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
(iii)(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
(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
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(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."
(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 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
(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
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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
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:
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"(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:
"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 Trust
Manager otherwise determines, having regard
to any relevant taxation or other
implications
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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.
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
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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) Unless the Trust Manager otherwise
determines, having regard to any relevant
taxation or other implications for the
Trustee or both for any Financial Year for
that Trust, 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.
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.
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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 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
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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.
(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
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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
(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.
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(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.
(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
2003-5G 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
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(ii) as trust manager of the Interstar Millennium Series
2003-5G 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 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
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(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".
(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 the 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".
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7.4 ADDITIONAL REPRESENTATIONS AND WARRANTIES - APPROVED SELLER AND TRUSTEE
Each of the Approved Seller 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 Interstar Securities (Australia) Pty Limited
only, in its capacity as the Approved Seller) it 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 Interstar Securities (Australia) Pty Limited
only, in its capacity as the Approved Seller) it holds such
beneficial interest in the Authorised 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 the Approved Seller) 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, are entitled to be and will be transferred
to the Trustee.
(i) (in relation to the Approved Seller only) 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 Seller only) 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 Seller only) 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;
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(l) (in relation to the Approved Seller only) 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 Seller only) 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 Seller only) 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;
(o) (in relation to the Approved Seller only) 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 Seller only) 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 Seller only) 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).
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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;
(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);
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(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.
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;
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(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;
(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 Line of Credit
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%;
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(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.
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.
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(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
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
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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);
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(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.
9. PREFUNDING
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(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 25% of the sum of the Class A2 A$ Equivalent of
US$750,000,000 and the Class B1 A$ Equivalent of
US$25,000,000.
(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 the 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:
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(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.
10. BENEFICIARY
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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
A$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 A$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.
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(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 10.2) subject
to and in accordance with the Master Trust Deed and this
Series Notice.
(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.
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(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.
(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
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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.
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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.
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) the Commonwealth Government has released legislation in
relation to the tax consolidation regime. 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:
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(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
(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.
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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:
(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.
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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";
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(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 to:
(vii) deposit moneys into a joint account in which the
money of Other Trusts are or may be deposited; and
(viii) permit the drawing by an Obligor of any moneys from
that joint account, notwithstanding that an Obligor
is an Obligor 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.
(d) For the avoidance of doubt, notwithstanding any other
provision of this Series Notice, the Trustee (at the direction
of the Trust Manager) must apply Excess Spread from the Trust
or any Other Trust to meet any fees, costs and expenses and to
pay any amounts described in clauses 15.1(b)(iii) and
15.1(b)(iv) and any other amounts due to NAB under any
Ancillary Facility (including, without limitation, any amounts
required to be applied under clause 6 of the Facilities
Agreement) and Interstar Securities (Australia) Pty Limited
acknowledges that such Excess Spread must be so applied.
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
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(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
(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.
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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) in the case of a Loan other than a Low Doc Loan, the
amount secured or to be secured by the Mortgage must
not exceed A$1,500,000;
(ii) in the case of a Latinum Low Doc Loan, the amount
secured or to be secured by the Mortgage must not
exceed A$600,000;
(iii) in the case of a Retro Low Doc Loan, the amount
secured or to be secured by the Mortgage must not
exceed:
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(A) where the Subject Property is property
within the metropolitan areas of Australia
other than Tasmania or the Northern
Territory, A$500,000; or
(B) where the Subject Property is property
within the metropolitan areas of Tasmania or
the Northern Territory or within the
regional centres of Australia, A$300,000;
(iv) in respect of a Mortgage:
(A) to secure a Loan (other than a Low Doc Loan)
for a principal amount:
(1) not exceeding A$300,000 - the Loan
to Value Ratio in respect of that
Loan must not exceed 95%; and
(2) exceeding A$300,000 but not
exceeding A$500,000 - the Loan to
Value Ratio in respect of that
Loan must not exceed 90%;
(3) exceeding A$500,000 but not
exceeding A$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%;
(4) exceeding A$1,000,000 but not
exceeding A$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
(5) exceeding A$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%.
(B) to secure a Latinum Low Doc Loan for a
principal amount of:
(1) not exceeding A$500,000 - the
Subject Property must constitute a
single property within the
metropolitan areas or regional
centres of Australia and the Loan
to Value Ratio in respect of that
Loan must not exceed 80%;
(2) exceeding A$500,000 but not
exceeding A$600,000 - the Subject
Property must constitute more than
one property each being within the
metropolitan areas or regional
centres of Australia and the Loan
to Value Ratio in respect of that
Loan must not exceed 80%;
(C) to secure a Retro Low Doc Loan, the Loan to
Value Ratio in respect of that Loan must not
exceed 65%;
(v) the Subject Property has a completed residential
dwelling erected thereon;
(vi) 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
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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;
(vii) 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) A$250,000 when secured over a
single property within the
metropolitan area of Sydney;
(2) A$200,000 when secured over a
single property within any other
city and metropolitan areas of
Australia; or
(3) A$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
(viii) all security documents have been:
(A) prepared by law firms or Title Insurers
appointed by and acting for the 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:
(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 A$500,000 and secured by a
Mortgage over a single property;
(e) (i) the 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;
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(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 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;
(i) the relevant Obligor in respect of which is required to repay
the Loan by no later than September 2033; 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.
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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.
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- ------------------------------------------- ------------------------------------
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.
- ------------------------------------------- ------------------------------------
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EXECUTED as a deed.
Each attorney executing this deed states that he or she has no notice of
revocation or suspension of his or her 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
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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
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APPROVED SELLER
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
NOTE TRUSTEE, CALCULATION AGENT, PRINCIPAL PAYING AGENT AND NOTE REGISTRAR
EXECUTED AS A DEED by THE BANK OF NEW YORK in the presence of:
- ------------------------------------ ---------------------------------------
Witness Signature Attorney Signature
- ------------------------------------ ---------------------------------------
Print Name Print Name
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