CONFIRMATION – FIXED RATE BASIS 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
10.4
TO: [*]
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[*]
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as
trustee of the Series [*] WST Trust
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Attention: [*]
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[*]
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Attention:
[*]
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Date:
[*]
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CONFIRMATION
– FIXED RATE BASIS 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 [*], with a schedule headed “Schedule to the Basis Swaps”, as
amended, novated or supplemented from time to time (the "Agreement"), between [*] ABN [*] ("Party A") and [*] ABN [*] 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 Party B
and The Mortgage Company Pty Limited or 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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Description
of the Transaction
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1.
Fixed Rate Home Loan:
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Each
Purchased Receivable from time to time that bears a fixed rate of interest
[(excluding each Purchased Receivable with an introductory fixed rate of
interest of one year or less).]
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2.
Fixed Rate Home Loan Amount:
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In
relation to a Calculation Period, means the aggregate Housing Loan
Principal of all Fixed Rate Home Loans on the last day of the previous
Calculation Period or, in the case of the first Calculation Period, on the
Effective Date. "Calculation Period" has the meaning given to
it in the Series Notice.
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3.
Trade Date:
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[*]
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4.
Effective Date:
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The
Closing Date
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5.
Maturity Date:
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Payment
Date falling in [*]
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6.
Termination Date:
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The
earlier of:
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a. the
date which is one month after the Notes have been redeemed in full in
accordance with the Series Notice;
and
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b. the
Maturity Date,
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subject
in each case to adjustment in accordance with the Applicable Business Day
Convention.
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2.
Floating Rate Amounts
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1. Floating
Rate Payer:
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Party
A
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2. Calculation
Amount:
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In
relation to a Payment Date, means the Fixed Rate Home Loan Amount for the
Calculation Period ending immediately prior to that Payment
Date.
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3. Calculation
Period:
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From
and including one Payment Date to and excluding the next Payment Date,
except for the first Calculation Period which commences on and includes
the Effective Date.
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4. 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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5. Floating
Rate Option:
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[Bank
Bill Rate]
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6. Spread:
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[The
percentage per annum equal to the Weighted Average Margin and Fees payable
on the relevant Payment Date plus [*]%
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where:
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Weighted
Average Margin and Fees means the sum of:
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1. the
product of [*]% and the Class A Invested Amount;
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2. the
product of [*]% and the Class B Invested Amount;
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3. the
accrued availability fee payable under the Redraw Facility Agreement on
the relevant Payment Date;
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4. the
accrued draw fee payable under the Redraw Facility Agreement on the
relevant Payment Date less that part of the accrued draw fee which is a
function of the Bank Bill Rate; and
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5. the
accrued interest and commitment fee payable under the Liquidity Facility
Agreement on the relevant Payment Date,
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divided
by the sum of the Invested Amount of all Notes.]
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7. Floating
Rate Day Count Fraction:
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Actual
/ 365 (Fixed)
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8. Applicable
Business Day Convention:
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-
Period End Date
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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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Following
Business Day Convention
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9. Business
Days:
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[Sydney,
London, New York]
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10. Reset
Dates:
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The
Effective Date and each Payment Date.
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11.
Compounding:
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Inapplicable
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3. Fixed
Rate Amounts
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1. Fixed
Rate Payer:
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Party
B
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2. Calculation
Amount:
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In
relation to a Payment Date, means the Fixed Rate Home Loan Amount for the
Calculation Period ending immediately prior to that Payment
Date.
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3. Fixed
Rate:
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[The
Fixed Rate for a Payment Date will be the Weighted Average Customer Rate
on the Determination Date which immediately precedes that Payment Date,
where the Weighted Average Customer Rate is defined as:
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ån (VOLi x
CRi)
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ån
(AVOL)
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Where:
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VOLi
=
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the
Housing Loan Principal of each Fixed Rate Home Loan on each day
(n) of the Calculation Period ending immediately prior to that
Determination Date
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CRi
=
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the
interest rate applied to each Fixed Rate Home Loan on each day (n) during
the Calculation Period ending immediately prior to that Determination
Date
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AVOL
=
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the
aggregate Housing Loan Principal of all Fixed Rate Home Loans as at each
day (n) during the Calculation Period ending immediately prior to that
Determination Date
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n
=
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each
day in the Calculation Period.]
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4. Calculation
Period:
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The
period from and including the first day of each Collection Period to but
excluding the first day of the next Collection Period, except for the
first Calculation Period which commences on and includes the Effective
Date.
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5. 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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6. Fixed
Rate Day Count Fraction:
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Actual
/ 365 (Fixed)
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7. Compounding:
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Inapplicable
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4. Account
details
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1. Payments to Party
A
Account for payments in
A$:
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The account notified in
writing by Party A to Party B from time to time.
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2. Payments to Party
B
Account for payments in
A$:
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The account notified in
writing by Party B to Party A from time to
time.
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5.
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Offices
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The Office of Party A for
this Transaction is [*].
The Office of Party B for
this Transaction is [*].
6.
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Other:
Trustee Provisions
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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.
To the
extent that Party B is obliged to deduct or withhold any Tax from an amount
payable by it under this Transaction, Party A will reduce its corresponding
payment to Party B by the amount deducted or withheld by Party B, but otherwise
will not be discharged from its obligations under this Transaction.
Please
confirm your acceptance of this Transaction by signing and returning this
Confirmation to us.
Confirmed
as at the date first written above:
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Confirmed
as at the date first written above:
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SIGNED
for and on behalf of [*]
ABN [*]
as
trustee of the Series [*] WST Trust
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SIGNED
for and on behalf of [*]
ABN [*]
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By
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By:
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(Authorised
Officer)
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Name:
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Name:
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Title:
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Title:
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