Common use of ACCELERATED PAYMENTS CLAUSE Clause in Contracts

ACCELERATED PAYMENTS CLAUSE. Where Party B is the Fixed Rate Payer under a Transaction, Party B may reduce the Fixed Rate applicable to that Transaction in accordance with the following procedure: (i) At any time Party B may serve a notice on Party A in writing requesting a reduction in the Fixed Rate and specifying: (a) the Transaction in respect of which the reduction is sought; (b) the amount which Party B proposes to pay to Party A in consideration of the reduction (the "ACCELERATED AMOUNT"); (c) the Payment Date from which the reduced Fixed Rate shall be effective (the "RELEVANT PAYMENT DATE"); and (d) a day, being a Business Day no earlier than 1 clear Business Day after the day on which service of the notice is effective, on which payment of the Accelerated Amount will be made and the reduction will become binding (the "VARIATION DATE"). (ii) Upon such a notice being served, the parties must negotiate in good faith to agree not later than the Business Day immediately preceding the nominated Variation Date, a reduced Fixed Rate which would apply from the Relevant Payment Date in consideration of payment of the Accelerated Amount. (iii) If agreement is reached in accordance with paragraph (f)(ii), then: (a) on the Variation Date, Party B shall pay Party A the Accelerated Amount; and (b) with effect from the Variation Date the Transaction (including the Confirmation in respect thereof) shall be varied so that, with effect from the Relevant Payment Date (and in respect of each Payment Date thereafter), the Fixed Rate shall be the rate agreed pursuant to paragraph (f)(ii). (iv) If agreement is not reached in accordance with paragraph (f)(ii), then, at the option of Party B: (a) Party B will not pay Party A the Accelerated Amount and the Fixed Rate will not be altered; or (b) Party B may, notwithstanding the failure to reach an agreement pursuant to paragraph (f)(ii), pay the Accelerated Amount to Party A on the Variation Date and the reduced Fixed Rate to apply from the Relevant Payment Date shall be determined by Party B (or by the Manager on its behalf) in accordance with paragraph (f)(v) below. (v) If paragraph (f)(iv)(b) applies, the reduced Fixed Rate shall be the then applicable Fixed Rate for the Transaction reduced by such amount as, when applied from the Relevant Payment Date through to the Maturity Date for the Transaction, results in reductions of each of the remaining Fixed Amounts payable by Party B under the Transaction, which reductions have an aggregate discounted present value as at the Variation Date equal to the amount of the Accelerated Payment. The rate to be applied in determining each of the discounted present values required for that calculation shall be, for each relevant maturity, the average of the rates quoted to Party B (or the Manager on its behalf) by 3 leading dealers in the Australian interest rate swap market as the fixed rate each such dealer would be prepared to pay in an equivalent swap for that maturity minus 20 basis points or, in the event that it is not possible to obtain such quotes, the rate to be applied shall be the rate reasonably determined by the parties having regard to comparable indices then available. (vi) Neither the Floating Rate nor the Notional Amount is to vary as a result of the operation of this clause. (vii) Party B shall not be entitled to require any reduction of the Fixed Rate by application of this paragraph (f) that would result in the Fixed Rate being negative. (viii) Upon a Transaction being varied in accordance with this paragraph (f), that Transaction so varied shall be reconfirmed by the parties in accordance with Part 5.2(d)(i) of this Schedule as though it were a new Transaction.

ACCELERATED PAYMENTS CLAUSE. Where Party B is the Fixed Rate Payer under a Transaction, Party B may reduce the Fixed Rate applicable to that Transaction in accordance with the following procedure: (i) At any time Party B (or the Manager on its behalf) may serve a notice on Party A in writing requesting a reduction in the Fixed Rate and specifying: (a) the Transaction in respect of which the reduction is sought; (b) the amount which Party B proposes to pay to Party A in consideration of the reduction (the "ACCELERATED AMOUNT"); (c) the Payment Date from which the reduced Fixed Rate shall be effective (the "RELEVANT PAYMENT DATE"); and (d) a day, being a Business Day no earlier than 1 clear Business Day after the day on which service of the notice is effective, on which payment of the Accelerated Amount will be made and the reduction will become binding (the "VARIATION DATE"). (ii) Upon such a notice being served, the parties must negotiate in good faith to agree not later than the Business Day immediately preceding the nominated Variation Date, a reduced Fixed Rate which would apply from the Relevant Payment Date in consideration of payment of the Accelerated Amount. (iii) If agreement is reached in accordance with paragraph (f)(ii), then: (a) on the Variation Date, Party B shall pay Party A the Accelerated Amount; and (b) with effect from the Variation Date the Transaction (including the Confirmation in respect thereof) shall be varied so that, with effect from the Relevant Payment Date (and in respect of each Payment Date thereafter), the Fixed Rate shall be the rate agreed pursuant to paragraph (f)(ii). (iv) If agreement is not reached in accordance with paragraph (f)(ii), then, at the option of Party B: (a) Party B will not pay Party A the Accelerated Amount and the Fixed Rate will not be altered; or (b) Party B may, notwithstanding the failure to reach an agreement pursuant to paragraph (f)(ii), pay the Accelerated Amount to Party A on the Variation Date and the reduced Fixed Rate to apply from the Relevant Payment Date shall be determined by Party B (or by the Manager on its behalf) in accordance with paragraph (f)(v) below. (v) If paragraph (f)(iv)(b) applies, the reduced Fixed Rate shall be the then applicable Fixed Rate for the Transaction reduced by such amount as, when applied from the Relevant Payment Date through to the Maturity Date for the Transaction, results in reductions of each of the remaining Fixed Amounts payable by Party B under the Transaction, which reductions have an aggregate discounted present value as at the Variation Date equal to the amount of the Accelerated Payment. The rate to be applied in determining each of the discounted present values required for that calculation shall be, for each relevant maturity, the average of the rates quoted to Party B (or the Manager on its behalf) by 3 leading dealers in the Australian interest rate swap market as the fixed rate each such dealer would be prepared to pay in an equivalent swap for that maturity minus 20 basis points or, in the event that it is not possible to obtain such quotes, the rate to be applied shall be the rate reasonably determined by the parties having regard to comparable indices then available. (vi) Neither the Floating Rate nor the Notional Amount is to vary as a result of the operation of this clause. (vii) Party B shall not be entitled to require any reduction of the Fixed Rate by application of this paragraph (f) that would result in the Fixed Rate being negative. (viii) Upon a Transaction being varied in accordance with this paragraph (f), that Transaction so varied shall be reconfirmed by the parties in accordance with Part 5.2(d)(i) of this Schedule as though it were a new Transaction.):

ACCELERATED PAYMENTS CLAUSE. Where Party B is the Fixed Rate Payer under a Transaction, Party B may reduce the Fixed Rate applicable to that Transaction in accordance with the following procedure: (i) At any time Party B may serve a notice on Party A in writing requesting a reduction in the Fixed Rate and specifying: (a) the Transaction in respect of which the reduction is sought; (b) the amount which Party B proposes to pay to Party A in consideration of the reduction (the "ACCELERATED AMOUNT"); (c) the Payment Date from which the reduced Fixed Rate shall be effective (the "RELEVANT PAYMENT DATE"); and (d) a day, being a Business Day no earlier than 1 clear Business Day after the day on which service of the notice is effective, on which payment of the Accelerated Amount will be made and the reduction will become binding (the "VARIATION DATE"). (ii) Upon such a notice being served, the parties must negotiate in good faith to agree not later than the Business Day immediately preceding the nominated Variation Date, a reduced Fixed Rate which would apply from the Relevant Payment Date in consideration of payment of the Accelerated Amount. (iii) If agreement is reached in accordance with paragraph (f)(ii), then: (a) on the Variation Date, Party B shall pay Party A the Accelerated Amount; and (b) with effect from the Variation Date the Transaction (including the Confirmation in respect thereof) shall be varied so that, with effect from the Relevant Payment Date (and in respect of each Payment Date thereafter), the Fixed Rate shall be the rate agreed pursuant to paragraph (f)(ii). (iv) If agreement is not reached in accordance with paragraph (f)(ii), then, at the option of Party B: (a) Party B will not pay Party A the Accelerated Amount and the Fixed Rate will not be altered; or (b) Party B may, notwithstanding the failure to reach an agreement pursuant to paragraph (f)(ii), pay the Accelerated Amount to Party A on the Variation Date and the reduced Fixed Rate to apply from the Relevant Payment Date shall be determined by Party B (or by the Manager on its behalf) in accordance with paragraph (f)(v) below. (v) If paragraph (f)(iv)(b) applies, the reduced Fixed Rate shall be the then applicable Fixed Rate for the Transaction reduced by such amount as, when applied from the Relevant Payment Date through to the Maturity Date for the Transaction, results in reductions of each of the remaining Fixed Amounts payable by Party B under the Transaction, which reductions have an aggregate discounted present value as at the Variation Date equal to the amount of the Accelerated Payment. The rate to be applied in determining each of the discounted present values required for that calculation shall be, for each relevant maturity, the average of the rates quoted to Party B (or the Manager on its behalf) by 3 leading dealers in the Australian interest rate swap market as the fixed rate each such dealer would be prepared to pay in an equivalent swap for that maturity minus 20 50 basis points or, in the event that it is not possible to obtain such quotes, the rate to be applied shall be the rate reasonably determined by the parties having regard to comparable indices then available. (vi) Neither the Floating Rate nor the Notional Amount is to vary as a result of the operation of this clause. (vii) Party B shall not be entitled to require any reduction of the Fixed Rate by application of this paragraph (f) that would result in the Fixed Rate being negative. (viii) Upon a Transaction being varied in accordance with this paragraph (f), that Transaction so varied shall be reconfirmed by the parties in accordance with Part 5.2(d)(i) of this Schedule as though it were a new Transaction.

ACCELERATED PAYMENTS CLAUSE. Where Party B is the Fixed Rate Payer under a Transaction, Party B may reduce the Fixed Rate applicable to that Transaction in accordance with the following procedure: (i) At any time Party B may serve a notice on Party A in writing requesting a reduction in the Fixed Rate and specifying: (a) the Transaction in respect of which the reduction is sought; (b) the amount which Party B proposes to pay to Party A in consideration of the reduction (the "ACCELERATED AMOUNT"); (c) the Payment Date from which the reduced Fixed Rate shall be effective (the "RELEVANT PAYMENT DATE"); and (d) a day, being a Business Day no earlier than 1 clear Business Day after the day on which service of the notice is effective, on which payment of the Accelerated Amount will be made and the reduction will become binding (the "VARIATION DATE"). (ii) Upon such a notice being served, the parties must negotiate in good faith to agree not later than the Business Day immediately preceding the nominated Variation Date, a reduced Fixed Rate which would apply from the Relevant Payment Date in consideration of payment of the Accelerated Amount. (iii) If agreement is reached in accordance with paragraph (f)(iit)(ii), then: (a) on the Variation Date, Party B shall pay Party A the Accelerated Amount; and (b) with effect from the Variation Date the Transaction (including the Confirmation in respect thereof) shall be varied so that, with effect from the Relevant Payment Date (and in respect of each Payment Date thereafter), the Fixed Rate shall be the rate agreed pursuant to paragraph (f)(iit)(ii). (iv) If agreement is not reached in accordance with paragraph (f)(iit)(ii), then, at the option of Party B: (a) Party B will not pay Party A the Accelerated Amount and the Fixed Rate will not be altered; or (b) Party B may, notwithstanding the failure to reach an agreement pursuant to paragraph (f)(iit)(ii), pay the Accelerated Amount to Party A on the Variation Date and the reduced Fixed Rate to apply from the Relevant Payment Date shall be determined by Party B (or by the Manager on its behalf) in accordance with paragraph (f)(vt)(v) below. (v) If paragraph (f)(iv)(bt)(iv)(b) applies, the reduced Fixed Rate shall be the then applicable Fixed Rate for the Transaction reduced by such amount as, when applied from the Relevant Payment Date through to the Maturity Date for the Transaction, results in reductions of each of the remaining Fixed Amounts payable by Party B under the Transaction, which reductions have an aggregate discounted present value as at the Variation Date equal to the amount of the Accelerated Payment. The rate to be applied in determining each of the discounted present values required for that calculation shall be, for each relevant maturity, the average of the rates quoted to Party B (or the Manager on its behalf) by 3 leading dealers in the Australian interest rate swap market as the fixed rate each such dealer would be prepared to pay in an equivalent swap for that maturity minus 20 basis points or, in the event that it is not possible to obtain such quotes, the rate to be applied shall be the rate reasonably determined by the parties having regard to comparable indices then available. (vi) Neither the Floating Rate nor the Notional Amount is to vary as a result of the operation of this clause. (vii) Party B shall not be entitled to require any reduction of the Fixed Rate by application of this paragraph (ft) that would result in the Fixed Rate being negative. (viii) Upon a Transaction being varied in accordance with this paragraph (fparagraph(t), that Transaction so varied shall be reconfirmed by the parties in accordance with Part 5.2(d)(i5(e)(i) of this Schedule as though it were a new Transaction.

ACCELERATED PAYMENTS CLAUSE. Where Party B is the Fixed Rate Payer under a Transaction, Party B (acting at the direction of the Manager) may reduce the Fixed Rate applicable to that Transaction in accordance with the following procedure:. (ia) At any time Party B may serve a notice on Party A in writing requesting a reduction in the Fixed Rate and specifying: (ai) the Transaction in respect of which the reduction is sought; (bii) the amount which Party B proposes to pay to Party A in consideration of the reduction (the "ACCELERATED AMOUNT"); (ciii) the Payment Date from which the reduced Fixed Rate shall be effective (the "RELEVANT PAYMENT DATE"); and (div) a day, being a Business Day no earlier than 1 clear Business Day after the day on which service of the notice is effective, on which payment of the Accelerated Amount will be made and the reduction will become binding (the "VARIATION DATE"). (iib) Upon such a notice being served, the parties must negotiate in good faith to agree not later than the Business Day immediately preceding the nominated Variation Date, a reduced Fixed Rate which would apply from the Relevant Payment Date in consideration of payment of the Accelerated Amount. (iiic) If agreement is reached in accordance with paragraph (f)(iiPart [5(28)(b)], then: (ai) on the Variation Date, Party B shall pay Party A the Accelerated Amount; and (bii) with effect from the Variation Date the Transaction (including the Confirmation in respect thereof) shall be varied so that, with effect from the Relevant Payment Date (and in respect of each Payment Date thereafter), the Fixed Rate shall be the rate agreed pursuant to paragraph (f)(iiPart [5(28)(b)]. (ivd) If agreement is not reached in accordance with paragraph (f)(iiPart [5(28)(b)], then, at the option of Party B: (ai) Party B will not pay Party A the Accelerated Amount and the Fixed Rate will not be altered; or (bii) Party B may, notwithstanding the failure to reach an agreement pursuant to paragraph (f)(iiPart [5(28)(b)], pay the Accelerated Amount to Party A on the Variation Date and the reduced Fixed Rate to apply from the Relevant Payment Date shall be determined by Party B (or by the Manager on its behalf) in accordance with paragraph (f)(v) Part [5(28)(e)] below. (ve) If paragraph (f)(iv)(b) Part [5(28)(d)(ii)] applies, the reduced Fixed Rate shall be the then applicable Fixed Rate for the Transaction reduced by such amount as, when applied from the Relevant Payment Date through to the Maturity Date for the Transaction, results in reductions of each of the remaining Fixed Amounts payable by Party B under the Transaction, which reductions have an aggregate discounted present value as at the Variation Date equal to the amount of the Accelerated Payment. The rate to be applied in determining each of the discounted present values required for that calculation shall be, for each relevant maturity, the average of the rates quoted to Party B (or the Manager on its behalf) by 3 leading dealers in the Australian interest rate swap market as the fixed rate each such dealer would be prepared to pay in an equivalent swap for that maturity minus 20 basis points or, in the event that it is not possible to obtain such quotes, the rate to be applied shall be the rate reasonably determined by the parties having regard to comparable indices then available. (vif) Neither the Floating Rate nor the Notional Amount is to vary as a result of the operation of this clause. (viig) Party B shall not be entitled to require any reduction of the Fixed Rate by application of this paragraph (f) Part [5(28)] that would result in the Fixed Rate being negative. (viiih) Upon a Transaction being varied in accordance with this paragraph (fPart [5(28)], that Transaction so varied shall be reconfirmed by the parties in accordance with Part 5.2(d)(i) [5(13)(a)] of this Schedule as though it were a new Transaction. MASTER NOVATION ANNEX This Master Novation Annex is annexed to and forms part of the ISDA Master Agreement dated [ ] between [ ] as Party A, [Perpetual Trustees Australia Limited] as Party B (in its capacity as trustee of various Sub-Funds) and Macquarie Securitisation Limited as the Manager (the "AGREEMENT").