Date: [*] CONFIRMATION – CURRENCY SWAP – SERIES [*] WST TRUST The purpose of this letter is to confirm the terms and conditions of the transaction entered into between us on the terms specified below (the "Transaction"). This letter constitutes a...
Exhibit
10.6
To:
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[*]
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[*]
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as trustee of the Series
[*] WST
Trust
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[*]
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Attention: [*]
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Attention:
[*]
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Date:
[*]
CONFIRMATION –
CURRENCY SWAP – SERIES [*] WST
TRUST
The
purpose of this letter is to confirm the terms and conditions of the transaction
entered into between us on the terms specified below (the "Transaction").
This letter constitutes a "Confirmation"
as referred to in the Master Agreement specified below.
This
Confirmation is entered into by [*] ABN [*] as trustee of the Series [*] WST
Trust (the "Trust").
This
Confirmation supplements, forms part of, and is subject to, the 1992 ISDA Master
Agreement dated as of [*], with a schedule headed “Westpac Cross Currency Swap”,
as amended, novated or supplemented from time to time (the "Agreement"),
between [*] ABN [*]
("Party
A") and [*] as trustee of the Trust ("Party
B").
All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below. All other terms used and not defined in this
Confirmation have the meaning given in the Master Trust Deed (“Trust Deed”)
between Westpac Securities Administration Limited and The Mortgage Company Pty
Limited and the SERIES [*] WST Trust Series Notice (the “Series
Notice”) between Party A, Party B, Westpac Securitisation Management Pty
Limited and others.
The terms
of the particular Transaction to which this Confirmation relates are specified
below:
1.
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Our
Reference:
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2.
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Trade
Date:
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[*]
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3.
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Effective
Date:
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[*]
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4.
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Termination
Date:
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The earlier
of:
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(a)
the
date on which the Class [*] Notes are redeemed in full in accordance with
the Series Notice; and
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(b) Maturity Date, | |||
subject
in each case to adjustment in accordance with the Applicable Business Day
Convention
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5.
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Maturity
Date
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Payment
Date falling in [*]
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6.
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Floating Amounts Payable by Party
A
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US$ Floating Rate
Payer:
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Party
A
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Calculation
Amount:
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The aggregate Invested Amount of
the [*] Notes as at
the first day of each Calculation
Period.
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Payment
Dates:
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Each [*], [*], [*] and [*] from and
including [*] to and
including the Termination Date, subject to adjustment in accordance with
the Applicable Business Day
Convention
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1
Floating Rate
Option:
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USD-LIBOR-BBA
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Designated
Maturity:
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Three months (except that Linear
Interpolation will apply in respect of the first Calculation
Period)
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Spread:
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[*]
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Floating Rate Day Count
Fraction:
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Actual/360
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Applicable Business Day
Convention
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- Period End
Dates
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Modified Following Business Day
Convention
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- Payment
Date
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Modified Following Business Day
Convention
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- Termination
Date
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Modified Following Business Day
Convention
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Business
Days
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[Sydney, London, New
York]
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Reset
Dates:
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The first day of each Calculation
Period
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Compounding:
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Inapplicable
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7.
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Floating Amounts Payable by Party
B
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A$ Floating Rate
Payer:
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Party
B
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Calculation
Amount:
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The A$ Equivalent of the
Calculation Amount applicable to Party
A.
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Payment
Dates:
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Each [*], [*], [*] and [*], from and including [*]
to and including
the Termination Date, subject to adjustment in accordance with the
Applicable Business Day
Convention
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Floating Rate
Option:
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[Bank Bill
Rate]
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Spread:
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[*]
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Floating Rate Day Count
Fraction:
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Actual/365
(fixed)
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Applicable Business Day
Convention
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- Period End
Dates
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Modified Following Business Day
Convention
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- Payment
Date
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Modified Following Business Day
Convention
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- Termination
Date
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Modified Following Business Day
Convention
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Business
Days
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[Sydney, London, New
York]
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Reset
Dates:
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The first day of each Calculation
Period
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Compounding:
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Inapplicable
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Floating
payment reductions:
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Party
B's obligation to make payments under this Transaction will be limited to
the extent it has funds available to make such payment as determined in
accordance with the Series Notice. To the extent that, as a
result of having insufficient funds available, Party B makes only a
partial payment of any amount due to Party A, then Party A will reduce its
corresponding payment obligation to Party B by the same percentage
reduction, but otherwise will not be discharged from its obligations under
this Transaction.
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2
Withholding
tax:
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To
the extent that Party B is obliged to deduct or withhold any Tax from a
Floating Amount payable by it under this Transaction, Party A will reduce
its corresponding payment to Party B by the US$ Equivalent of the amount
deducted or withheld by Party B, but otherwise will not be discharged from
its obligations under this Transaction.
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8.
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Exchanges
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Initial
Exchange:
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Initial Exchange
Date:
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Effective
Date
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Party A Initial Exchange
Amount:
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The A$ Equivalent of the Party B
Initial Exchange Amount, being A$[*].
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Party B Initial Exchange
Amount:
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The total of the Initial Invested
Amounts of the Class [*] Notes on the Note Issue Date,
being US$[*].
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Notwithstanding anything to the
contrary in the Agreement, Party A must pay to Party B the Party A Initial
Exchange Amount to Party B by 11.00am (Sydney time) on the Initial
Exchange Date and Party B must pay to Party A the Party B Initial Exchange
Amount (or procure the payment to Party A of the Party B Initial Exchange
Amount) by 9.00am (New York time) on the Initial Exchange
Date.
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Periodic
Exchange:
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Periodic Exchange
Date:
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Each Payment Date (other than the
Final Exchange Date)
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Party A Periodic Exchange
Amount:
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An amount equal to the US$
Equivalent of the Party B Periodic Exchange Amount actually paid by Party
B to Party A on a Periodic Exchange
Date.
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Party B Periodic Exchange
Amount:
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In respect of a Periodic Exchange
Date means the A$ amount due to Party A pursuant to clause [5.10(a)(v),]
5.11(a)(ii)(B), 5.14(a)(ii)(A) or
5.15(a)(vi)(A).
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Final
Exchange:
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Final Exchange
Date:
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Termination
Date
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Party A Final Exchange
Amount:
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An amount equal to the US$
Equivalent of the Party B Final Exchange Amount actually paid by Party B
to Party
A.
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3
Party B Final Exchange
Amount:
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The A$ amount due to Party A
pursuant to clause [5.10(a)(v),] 5.11(a)(ii)(B), 5.14(a)(ii)(A) or
5.15(a)(vi)(A) or as the case may be paid by Party B on the Final Exchange
Date
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9.
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Exchange
Rates:
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For the purpose of
the definitions of "A$
Equivalent" and "US$
Equivalent":
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US$ Exchange
Rate:
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US$1.00 =
A$[*]
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A$ Exchange
Rate:
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A$1.00 =
US$[*]
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10.
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Account
Details:
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Payments to Party
A
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Account for payments in
US$:
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The account notified in writing
by Party A to Party B in accordance with Section 2(f) of the
Agreement.
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Account for payments in
A$:
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The account notified in writing
by Party A to Party B in accordance with Section 2(f) of the
Agreement
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Payments to Party
B
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Account for payments in
US$:
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The account notified in writing
by the Principal Paying Agent to Party A in accordance with Section 2(f)
of the Agreement
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Account for payments in
A$:
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The account notified in writing
by the Principal Paying Agent to Party A in accordance with Section 2(f)
of the Agreement
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11.
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Offices:
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The Office of Party A for this
Transaction is [*].
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The Office of Party B for this
Transaction is [*].
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Please
confirm that the above correctly sets out the terms of our agreement in respect
of each Transaction to which this Confirmation relates by signing and returning
this Confirmation to us today.
Yours
sincerely
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SIGNED for and on behalf
of
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[*]
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By:
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Name:
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Title:
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4
Confirmed
as at the date first written
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above:
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SIGNED for and on behalf
of
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[*]
ABN [*]
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as trustee of the SERIES
[*] WST
TRUST
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By:
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(Authorised
Officer)
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Name:
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Title:
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5