EXHIBIT 10.4
ISDA-REGISTERED TRADEMARK-
INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC.
SCHEDULE
TO THE
MASTER AGREEMENT
DATED AS OF 25 JANUARY 2001
BETWEEN
NATIONAL AUSTRALIA BANK LIMITED
(ABN 12 004 044 937)
("PARTY A")
AND
PERPETUAL TRUSTEE COMPANY LIMITED
(ABN 42 000 001 007) AS TRUSTEE FOR THE HOMESIDE MORTGAGE SECURITIES
TRUST 2001-1
("PARTY B")
AND
HOMESIDE GLOBAL MBS MANAGER, INC.
("GLOBAL TRUST MANAGER")
PART 1. TERMINATION PROVISIONS
In this Agreement:
(a) "SPECIFIED ENTITY" in relation to:
(i) Party A, is not applicable; and
(ii) Party B, is not applicable.
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14 of
this Agreement.
(c) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not apply
to Party A and will not apply to Party B.
(d) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:
(i) A. in respect of the Basis Swap, Loss will apply;
B. in respect of the Fixed Swap, Market Quotation will apply;
(ii) The Second Method will apply;
(iii) the definition of "Loss" in Section 14 of this Agreement is amended
by
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Parts 1-5 are subject to Part 6: Securitisation Provisions.
adding the following sentence at the end of that definition:
"However, in relation to a Terminated Transaction that is a Basis
Swap, each party's Loss is deemed to be zero."
(e) "TERMINATION CURRENCY" will be Australian dollars.
(f) ADDITIONAL TERMINATION EVENT. Not Applicable.
PART 2. TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this Agreement,
Party A will make the following representation and Party B will make the
following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on:
(i) the accuracy of any representations made by the other party pursuant
to Section 3(f) (as the case may be) of this Agreement;
(ii) the satisfaction of the agreement contained in Section 4(a)(i) or
4(a)(iii) of this Agreement and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver a
form or document under Section 4(a)(iii) by reason of material prejudice to
its legal or commercial position.
(b) PAYEE TAX REPRESENTATION. For the purpose of Section 3(f) of this
Agreement, Party A and Party B will make the representation:
It is an Australian resident and does not derive the payments under this
Agreement in part or whole carrying on business in a country outside
Australia at or through a permanent establishment of itself in that
country.
PART 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE:
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED COVERED BY SECTION
DOCUMENT 3(d) REPRESENTATIONS
Party A and Party B Any document or certificate On the earlier of (a) as soon No
reasonably required or reasonably as reasonably practical
requested by Party A or Party B in following learning that such
connection with its obligations to document or certificate is
make a payment under this Agreement required and (b) as soon as
which would enable that party to reasonably practicable
make the payment free from any following a request by the
deduction or withholding for or on other party.
account of Tax or as would reduce
the rate at which deduction or
withholding for or on account of
Tax is applied to that payment.
(b) OTHER DOCUMENTS TO BE DELIVERED ARE:
PARTY REQUIRED TO DELIVER FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED COVERED BY SECTION
DOCUMENT 3(d) REPRESENTATIONS
Party A and Party B A of authorised signatories On execution of this Agreement Yes
for the party and, if so requested or any relevant Confirmation
by the other party, evidence and when the list is updated.
satisfactory in form and substance
to the other party of the authority
of the authorised signatories of
the party to execute this Agreement
and any Confirmation on behalf of
the party.
Party A and Party B A legal opinion as to the validity At any time prior to the first Yes
and enforceability of that party's Issue Date.
obligations under this Agreement in
form and substance (and issued by
legal counsel) reasonably
acceptable to each other party.
Global Trust Manager (to A copy (certified by an Authorised In the case of each Credit Yes
be delivered to Party A) Person of the Global Trust Manager Support Document, within 5
to be a true and complete copy) of Business Days (or such period
each Credit Support Document in as Party A agrees to) of
respect of Party B and (without execution of this Agreement
limiting any obligation Party B may (provided that it must be
have under the terms of the Credit received by the first Issue
Support Documents to notify Party A Date) and, in the case of an
of amendments) a copy (certified by amending document, within 5
an Authorised Person of the Global Business Days (or such other
Trust Manager to be a true and period as Party A agrees to)
complete copy) of any document that of execution of the amending
amends in any way the terms of any document.
Credit Support Document.
Global Trust Manager (to Certified (by an Authorised Person Within 5 Business Days of Yes
be delivered to Party A) of the Global Trust Manager) copy execution of this Agreement,
of the Master Trust Deed, provided that they must be
Supplemental Deed, Class A Note delivered by the first Issue
Conditions, Definitions Schedule Date.
and Note Trust Deed.
PART 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:
ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY A:
ADDRESS: 0xx Xxxxx, 000 Xxxxxxx Xxxxxx, Xxxxxxxxx XXX 0000
ATTENTION: Senior Executive Securitisation
TELEX NO: Not applicable ANSWERBACK: Not applicable
FACSIMILE NO: (000) 0000 0000 TELEPHONE NO: [#]
ELECTRONIC MESSAGING SYSTEM DETAILS:
xxxxxxxxx_xxxxxxxx@xxx.xxxxxxxx.xxx.xx
ADDRESS FOR NOTICES OR COMMUNICATIONS TO PARTY B:
ADDRESS: Xxxxx 0, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000
ATTENTION: Manager, Securitisation
TELEX NO: Not applicable ANSWERBACK: Not applicable
FACSIMILE NO: 000 0000 0000 TELEPHONE NO: 000 0000 0000
ELECTRONIC MESSAGING SYSTEM DETAILS: Not applicable
All notices or communications to Party B to be copied to the Global
Trust Manager at the address below
ADDRESS FOR NOTICES OR COMMUNICATIONS TO GLOBAL TRUST MANAGER:
ADDRESS: 0000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx Xxxxxxx 00000
Xxxxxx Xxxxxx of America
ATTENTION: General Counsel
TELEX NO: Not applicable ANSWERBACK: Not Applicable
FACSIMILE NO: 000 000 0000 TELEPHONE NO: 000 000 0000
ELECTRONIC MESSAGING SYSTEM DETAILS: xxxxxxxx@xxxxxxxx.xxx
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
(i) Party A appoints as its Process Agent: Nil.
(ii) Party B appoints as its Process Agent: Nil.
(c) OFFICES. The provisions of Section 10(a) will not apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
Neither Party A nor Party B is a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A, unless otherwise
specified in a Confirmation in relation to the relevant Transaction.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
(i) in relation to Party A: nil
(ii) in relation to Party B: the Master Security Trust Deed and the Deed of
Charge.
(g) CREDIT SUPPORT PROVIDER. Credit Support Provider means in relation to Party
A and Party B: nil.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws in force in the Australian Capital Territory and
each party submits to the non-exclusive jurisdiction of the courts of the
Australian Capital Territory. Section 13(b)(i) is deleted and replaced by
the following:
"(ii) submits to the non-exclusive jurisdiction of the courts of the
Australian Capital Territory; and".
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this Agreement
will not apply
to any Transactions.
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement. For the purpose of Section 3(c), Party A is deemed not to have
any Affiliates.
PART 5. OTHER PROVISIONS
(1) PAYMENTS: In Section 2:
(a) In Section 2(a)(i) add the following sentence:
"Each payment will be by way of exchange for the corresponding payment
or payments payable by the other party."
(b) In Section 2(a)(ii), the first sentence is deleted and replaced with
the following sentence:
"Unless specified otherwise in this Agreement, payments under this
Agreement will be made by 4.00pm (Melbourne time) on the due date for
value on that date in the place of the account specified in the
relevant Confirmation or otherwise pursuant to this Agreement, in
freely transferable funds, free of any set-off, counterclaim,
deduction or withholding (except as expressly provided in this
Agreement) and in the manner customary for payment in the required
currency."
(c) Insert new paragraph (iv) in Section 2(a) immediately after Section
2(a)(iii) as follows:
"(iv) The condition precedent in Section 2(a)(iii)(1) does not apply
to a payment due to be made by a party if it has satisfied all
its payment obligations under Section 2(a)(i) of this Agreement
and has no future payment obligations, whether absolute or
contingent under Section 2(a)(i)."
(d) Add the following new sentence to Section 2(b):
"Each new account so designated shall be in the same tax jurisdiction
as the original account."
(e) Insert the following new Section 2(f):
"(f) If on a Payment Date an amount would otherwise be payable by
Party A pursuant to Section 2(c) in respect of the Basis Swap,
then such amount will be satisfied in part or in whole, as the
case may be, to the extent of the then Prepayment Adjusted
Amount (if any) by Party B deducting that amount from the
Collateral Account."
(2) REPRESENTATIONS: In Section 3:
(a) Section 3(a)(v) is amended by inserting immediately after the words
"creditors' rights generally" the following:
"(including in the case of a party being an authorised deposit-taking
institution under the Banking Xxx 0000 (Cwlth)), section 13A(3) of the
Banking Xxx 0000
(Cwlth) and section 86 of the Reserve Bank Xxx 0000 (Cwlth) or any
analogous provision under any other law applicable to a party),"
(b) Insert new paragraphs (g) and (h) in Section 3 immediately after
Section 3(f):
"(g) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to
represent to each other party on the date on which it enters into
a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the
contrary for that Transaction):
(i) NON-RELIANCE. It is acting for its own account or, in the case
of Party B, as trustee of the Trust, and it has made its
own independent decisions to enter into that Transaction
or, in the case of Party B, has been directed to do so by
the Global Trust Manager and as to whether that Transaction
is appropriate or proper for it based upon its own
judgement and upon advice from such advisers as it has
deemed necessary or, in the case of Party B, at the
direction of the Global Trust Manager. It is not relying on
any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into that
Transaction; it being understood that information and
explanations related to the terms and conditions of a
Transaction will not be considered investment advice or a
recommendation to enter into that Transaction. No
communication (written or oral) received from the other
party will be deemed to be an assurance or guarantee as to
the expected results of that Transaction.
(ii) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent
professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that
Transaction.
(iii) STATUS OF PARTIES. No other party is acting as a fiduciary or
an adviser to it in respect of that Transaction (other
than, in the case of Party B, the Global Trust Manager).
(h) TRUST. By Party B, in respect of Party B only:
(i) TRUST VALIDLY CREATED. The Trust has been validly created and is
in existence at the date of this Agreement.
(ii) SOLE TRUSTEE. It has been validly appointed as trustee of the
Trust and is presently the sole trustee of the Trust.
(iii) NO PROCEEDINGS TO REMOVE. No notice has been given to it and
to its knowledge no resolution has been passed, or
direction or notice has been given, removing it as trustee
of the Trust.
(iv) POWER. It has power under the Master Trust Deed to enter into
this Agreement and the Credit Support Documents in its
capacity as trustee of the Trust.
(v) GOOD TITLE. It is the legal owner of, or has equitable title
to (as applicable), the Assets of the Trust and has power
under the Master Trust Deed to mortgage or charge them in
the manner provided in the Credit Support Documents and,
subject only to the Credit Support Documents and any
Security Interest permitted under the Credit Support
Documents, those Assets are free of all other Security
Interests (except for Party B's right of indemnity out of
the Assets of the Trust)."
(3A) COLLATERALISATION OF PARTY A'S OBLIGATIONS UNDER THE FIXED SWAP (S&P): If
at any time Party A in respect of the Fixed Swap does not have a short-term
credit rating from S&P equal to or higher than S&P's Prescribed Rating, it
must, at its cost alone:
(a) immediately seek to enter into, and enter into by no later than 30
days after Party A ceases to have S&P's Prescribed Rating, an
agreement to novate all of its rights and obligations under this
Agreement as Party A to a replacement swap counterparty which has a
short-term credit rating from S&P equal to or higher than S&P's
Prescribed Rating; and
(b) until the novation to the replacement swap counterparty referred to in
(a) above is effective:
(i) continue to fulfill its obligations as Party A under this
Agreement in accordance with the terms of this Agreement;
(ii) upon the expiration of 30 days after becoming aware that it does
not have a short-term credit rating from S&P equal to or higher
than S&P's Prescribed Rating deposit in the Collateral Account an
amount equal to the CCA; and
(iii) on each day which is 30 days after a previous payment of the
CCA, ensure that an amount has been deposited into the Collateral
Account by Party A equal to the CCA (without duplication of any
amount previously paid).
If Party A is unable to effect a transfer in accordance with paragraph (a)
above within 30 days, or if Party A so elects, it must
enter into such other arrangements in respect of the Fixed
Rate Swap which are satisfactory to the Global Trust
Manager and which each Current Rating Agency confirms will
not result in an Adverse Rating Effect.
Party A may satisfy its obligations following a withdrawal or downgrade of
a credit rating in any of the above manners as it elects from time to time.
Where Party A transfers its rights and obligations to a replacement swap
counterparty in accordance with paragraph (a) above, Party B, at the
direction of the Global Trust Manager, and each other party to this
Agreement shall do all things necessary at the cost of Party A to novate
the relevant rights and obligations to the replacement swap counterparty.
(3B) COLLATERALISATION OF PARTY A'S OBLIGATIONS UNDER THE FIXED SWAP (OTHER
RATING AGENCIES)
(a) If on any Determination Date Party A in respect of the Fixed Swap does
not have a credit rating equal to or higher than the Prescribed
Ratings from Xxxxx'x or Fitch then on the earlier of:
(i) 30 days after such downgrade, if and while Party A has a long
term credit rating of at least A-2 by Xxxxx'x or a short term
credit rating of at least F-1+ by Fitch; and
(ii) otherwise, 5 days after such downgrade,
Party A must at its cost either:
(A) put in place an appropriate xxxx-to-market collateral agreement
(consisting of either cash or securities) or which may be based
on any agreement reached between the parties, in support of its
obligations under the Agreement, PROVIDED that Party A and Party
B receive prior written confirmation from each Current Rating
Agency mentioned above that the rating assigned to the Notes then
outstanding by each Current Rating Agency mentioned above is not
adversely affected by the downgrade following such collateral
arrangements being put in place;
(B) novate all its rights and obligations with respect to this
Agreement to a replacement counterparty acceptable to the Global
Trust Manager, Party B and each Current Rating Agency on
substantially the same terms as this Agreement; or
(C) enter into other arrangements satisfactory to the Issuer Trustee
and the Global Trust Manager which each Current Rating Agency
confirms will not result in an Adverse Rating Effect.
(b) Party A may satisfy its obligations following a withdrawal or
downgrade of a credit rating in any of the above manners as it elects
from time to time.
(c) Where Party A transfers its rights and obligations to a replacement
swap counterparty in accordance with paragraph (a)(B) above, Party B,
at the direction of the Global Trust Manager, and each other party to
this Agreement shall do all things necessary at the cost of Party A to
novate the relevant rights and obligations to the replacement swap
counterparty.
(3C) GENERAL COLLATERALISATION PROVISIONS
(a) If, at any time, Party A's obligations under this Agreement are
transferred in accordance with any of Parts 5(3A), (3B), (4), (5) or
(6) above, Party A shall be, provided that all costs of the transfer
have been satisfied by Party A, immediately entitled to any collateral
which it has provided under any of Parts 5(3A), (3B), (4), (5) or (6)
(less any amount withdrawn in accordance with sub-paragraph (b)
below).
(b) Party B may only make withdrawals from the Collateral Account if
directed to do so by the Global Trust Manager and then only for the
purpose of:
(i) transferring obligations under this Agreement in accordance with
any of
Parts 5(3A), (3B), (4), (5) or (6) (including the costs of
obtaining a replacement counterparty);
(ii) refunding to Party A any excess in the amount of any collateral
deposited to the Collateral Account over the amount Party A is
required to maintain under any of Parts 5(3A), (3B), (4), (5) or
(6);
(iii) withdrawing any amount which has been incorrectly deposited into
the Collateral Account;
(iv) paying any relevant bank charges, financial institutions duty,
bank accounts debit tax or other equivalent Taxes payable in
respect of the Collateral Account; or
(v) funding the amount of any payment due to be made by Party A
under this Agreement following the failure by Party A to make
that payment.
The Global Trust Manager must direct Party B to, and Party B must,
refund or pay to Party A the amount of any payment which may be made
to Party A under (ii) or (iii) above as soon as such refund or payment
is possible.
(c) All interest on the Collateral Account will accrue and be payable
monthly to Party A providing the amount deposited to the Collateral
Account is not less than the amount Party A is required to maintain
under the collateral agreement contemplated by any of Parts 5(3A),
(3B), (4), (5) or (6).
(4) PREPAYMENT OF OBLIGATIONS UNDER BASIS SWAP: If on any Determination Date,
Party A (in respect of the Basis Swap) does not have a short-term credit
rating equal to or higher than the Prescribed Rating from any Current
Rating Agency Party A (in respect of the Basis Swap) must do one of the
following:
(a) (PREPAYMENT): subject to Part 5(5) and Part 5(6) of this Schedule, on
the relevant Payment Date next following that Determination Date (each
a "PREPAYMENT DATE") pay to Party B the Net Prepayment Amount (if any)
for the Interest Period commencing on that Prepayment Date by
depositing such Net Prepayment Amount into the Collateral Account in
cleared funds; or
(b) (OTHER ARRANGEMENTS): enter into some other arrangement in respect of
the Basis Swap which is satisfactory to the Global Trust Manager and
Party B and which each Current Rating Agency confirms will not result
in an Adverse Rating Effect.
Party A may satisfy its obligations following a withdrawal or
downgrade of a credit rating in any of the above manners as it elects
from time to time.
(5) CONDITIONS FOR MAINTAINING CASH COLLATERAL AND NET PREPAYMENT AMOUNT IN
COLLATERAL ACCOUNT:
(a) (CONDITIONS FOR DEPOSITING): No amount may be deposited into the
Collateral Account unless:
(i) the Collateral Account is held with an Eligible Bank; or
(ii) either:
(A) the Collateral Account is not held with an Eligible Bank; or
(B) the Collateral Account is held with an Eligible Bank which
has a short term credit rating by each Current Rating Agency
of lower than the Prescribed Ratings from each Current
Rating Agency,
and, in each case, a standby guarantee with an entity rated
sufficiently by each Current Rating Agency has been entered
into to support the obligations of the entity with whom the
Collateral Account is held, to repay from, in accordance with
normal banking practice, moneys deposited and to be deposited
into the Collateral Account.
(b) (TRANSFER OF NET PREPAYMENT AMOUNT):
(i) (CANNOT BE DEPOSITED): If on any Prepayment Date an amount cannot
be deposited into the Collateral Account pursuant to Part 5(5)(a)
of this Schedule, Party B must, at the direction of the Global
Trust Manager, immediately establish a new interest bearing
account with an Eligible Bank and deposit the amount of each Net
Prepayment Amount into the new account (and, pending the opening
of such new account, deposit such amount into the Collections
Account).
(ii) (CANNOT CONTINUE TO BE DEPOSITED): If any amount has been
deposited into the Collateral Account, but Party B becomes aware
that such amount cannot continue to be deposited in the
Collateral Account pursuant to Part 5(5)(a) of this Schedule,
Party B must, at the direction of the Global Trust Manager:
(A) immediately establish a new interest bearing account with an
Eligible Bank and transfer each such amount standing to the
credit of the Collateral Account to the new account; and
(B) deposit each such amount it receives pursuant to Part
5(4)(a) of this Schedule into such new account.
(6) ADJUSTMENTS TO PREPAYMENTS UNDER THE BASIS SWAP:
(a) (ADJUSTMENTS WHEN THE VARIABLE RATE IS LESS THAN THE THRESHOLD RATE):
If Party A elects to pay to Party B the Net Prepayment Amount on a
Prepayment Date pursuant to Part 5(4)(a) and that Net Prepayment
Amount:
(i) exceeds the amount remaining after deducting from the Prepayment
Adjusted Amount (if any) for that Prepayment Date, the amount to
be satisfied from it on that Prepayment Date pursuant to Section
2(f), then the aggregate amount which Party A is liable to pay to
Party B into the Collateral Account under Part 5(4)(a) is the
amount of the excess and such amount will be paid as a prepayment
of Party A's obligations under the Basis Swap; or
(ii) is less than the amount remaining after deducting from the
Prepayment
Adjusted Amount (if any) for that Prepayment Date, the
amount to be satisfied from it on that Prepayment Date pursuant
to Section 2(f), then Party B must pay to Party A the amount of
the difference from the Collateral Account.
(b) (ADJUSTMENTS WHERE THE VARIABLE RATE EQUALS OR EXCEEDS THE THRESHOLD
RATE): If, on any Determination Date, Party A has the Prescribed
Rating from each Current Rating Agency, Party B must pay from the
Collateral Account to Party A on the next Payment Date the amount
remaining after deducting from the then Prepayment Adjusted Amount (if
any) the amount to be satisfied from it on that Payment Date pursuant
to Section 2(f).
(c) (PREPAYMENT): A prepayment by Party A under Part 5(4)(a) or Part
5(6)(a) will constitute a prepayment of Party A's payment obligations
(to the extent thereof) in respect of the Basis Swap.
(d) (PARTY A): All references to Party A in this Part 5(6) are to Party A
in respect of the Basis Swap.
(7) REDUCED PAYMENT
If, on any Payment Date, the application of an amount from the Total
Available Income towards Party B's obligations under the Basis Swap and the
Fixed Swap for the Collection Period ending immediately prior to that
Payment Date is insufficient to pay in full the amount due by Party B under
the Basis Swap and the Fixed Swap, then Party B will (on the direction of
the Global Trust Manager) make each such payment to the extent that it has
funds available for that purpose. Party A's obligations to make any payment
under the Basis Swap and the Fixed Swap will be reduced by the same
proportion as the payment actually made by Party B in respect of the Basis
Swap and the Fixed Swap bears to the amount of that payment actually due
under the Basis Swap and the Fixed Swap.
(8) SEGREGATION: Where Party A in respect of the Basis Swap is a different
entity to Party A in respect of the Fixed Swap, the provisions of this
Agreement shall have effect separately and severally in respect of the
Basis Swap and the Fixed Swap and shall be enforceable by Party B as though
a separate agreement applied between Party A and Party B in respect of the
Basis Swap and the Fixed Swap, so that (among other things):
(a) representations made and agreements entered into by the parties under
this Agreement are made and entered into separately and severally by
Party A and Party B in respect of each of the Fixed Swap and the Basis
Swap and may be enforced by Party B against Party A separately and
severally in respect of each of the Fixed Swap and the Basis Swap;
(b) rights of termination, and obligations and entitlements consequent
upon termination, only accrue to Party A against Party B separately
and severally in respect of each of the Fixed Swap and the Basis Swap,
and only accrue to Party B against Party A separately and severally in
respect of each of the Fixed Swap and the Basis Swap;
(c) the occurrence of an Event of Default or Termination Event in respect
of the Fixed Swap does not in itself constitute an Event of Default or
Termination Event in respect of the Basis Swap; and
(d) the occurrence of an Event of Default or Termination Event in respect
of the Basis Swap does not in itself constitute an Event of Default or
Termination Event in respect of the Fixed Swap.
(9) PAYMENT DEFAULT: In Section 5, delete Section 5(a)(i) and replace it with
the following:
"(i) FAILURE TO PAY. Failure by that party to make, when due, any payment
under this Agreement or delivery under Section 2(a)(i) or 2(e) required to
be made by it if such failure is not remedied on or before the tenth
Business Day after notice of such failure is given to the party."
(10) TERMINATION: In Section 6:
(i) add the following sentence at the end of the second paragraph of
Section 6(b)(ii):
"However, if Party A is that other party it must, if so requested by
the Global Trust Manager, use reasonable efforts (which will not
require Party A to incur a loss, excluding material incidental
expenses) to make such a transfer to an Affiliate (as that expression
is defined in Section 14) provided each Current Rating Agency has
given prior confirmation to Party A that such a transfer will not
result in an Adverse Rating Effect.";
(ii) Section 6(e) is amended by deleting the last sentence of the first
paragraph.
(11) UNPAID AMOUNTS: After Section 6(e)(ii), a new Section 6(e)(iii) is inserted
as follows, Section 6(e)(iii) and 6(e)(iv) are renumbered accordingly, and
all cross references in the Agreement to Sections 6(e)(iii) and (iv) are
renumbered to the extent necessary:
"(iii) UNPAID AMOUNTS. If the Second Method and Loss apply in respect of a
Terminated Transaction, in addition to the amounts (if any) payable under
Section 6(e)(i)(4) or Section 6(e)(ii), an amount will be payable equal to
the Termination Currency Equivalent of the Unpaid Amounts owing to Party A
less the Termination Currency Equivalent of the Unpaid Amounts owing to
Party B. If the amount payable is a positive number, Party B will pay that
amount to Party A; if it is a negative number, Party A will pay that amount
to Party B. For the purposes of this Section 6(e)(iii), the definition of
"Unpaid Amounts" in Section 14 will be construed so that references in that
definition to "all Terminated Transactions" and "each Terminated
Transaction" are references only to Terminated Transactions in respect of
which the Second Method and Loss apply."
(12) FACSIMILE TRANSMISSION: In Section 12:
(a) Replace Section 12(a)(iii) with:
"(iii) if sent by facsimile transmission, on the date a transmission
report is produced by the machine from which the facsimile was sent
which indicates that the facsimile was sent in its entirety to the
facsimile number of the recipient notified for the purpose of this
Section unless the recipient notifies the sender within one Business
Day of the facsimile being sent that the facsimile was not received in
its entirety in legible form;"
(b) Insert a new paragraph (vi) in Section 12(a) immediately after Section
12(a)(v) as follows:
"(vi) if sent by ordinary mail, on the third (seventh, if posted to or
from a place outside Australia) day after posting."
(13) DEFINITIONS
In this Agreement, unless the contrary intention appears:
(a) DEFINITIONS SCHEDULE AND SUPPLEMENTAL DEED: unless defined in this
Agreement, words and phrases defined in the Definitions Schedule and
the Supplemental Deed have the same meaning in this Agreement. Where
there is any inconsistency in a definition between this Agreement (on
the one hand) and the Definitions Schedule or the Supplemental Deed
(on the other hand), this Agreement prevails. Where there is any
inconsistency in a definition between the Definitions Schedule and the
Supplemental Deed, the Supplemental Deed prevails over the Definitions
Schedule in respect of the Trust. Where words or phrases used but not
defined in this Agreement are defined in the Definitions Schedule in
relation to a Trust (as defined in the Definitions Schedule) such
words or phrases are to be construed in this Agreement, where
necessary, as being used only in relation to the Trust (as defined in
the Supplemental Deed);
(b) INTERPRETATION: references to time are references to Melbourne time,
unless stated otherwise;
(c) TRUSTEE CAPACITY:
(i) a reference to Party B is a reference to Party B in its capacity
as trustee of the Trust only, and in no other capacity; and
(ii) a reference to the undertaking, assets, business, money or other
thing of or in relation to Party B is a reference to the
undertaking, assets, business, money or other thing of or in
relation to Party B in the capacity referred to in paragraph (i)
only;
(d) DEFINITIONS: in Section 14:
(i) replace the definitions of "AFFECTED TRANSACTIONS" and "LOCAL
BUSINESS DAY" with the following:
"AFFECTED TRANSACTIONS" means, with respect to a Termination
Event, all Transactions."
"LOCAL BUSINESS DAY" has the same meaning as "BUSINESS DAY"."
(ii) insert the following new definitions:
"BASIS SWAP" means the Transaction entered into between Party A,
Party B and the Global Trust Manager on the terms specified in
the form of the Confirmation set out in Annexure 1 (or as
otherwise agreed between Party A, Party B and the Global Trust
Manager).
"BASIS SWAP AMOUNT" in relation to a Determination Date and for
an Interest Period means the aggregate Outstanding Principal
Balance in relation to all Housing Loans forming part of the
Purchased Mortgage Loans being charged a variable rate of
interest at the opening of business on the first day of the
Collection Period which relates to that Interest Period.
"COLLATERAL ACCOUNT" means any account into which collateral is
provided by Party A in accordance with this Agreement.
"CCA" means, in respect of an entity where the entity does not
have a short term credit rating from S&P equal to or higher than
S&P's Prescribed Rating in respect of the Fixed Swap, an amount
at least equal to the greater of:
(i) zero;
(ii) CR;
(iii) 1% of the Fixed Swap Amount; or
(iv) the net amount (if any) as determined by the Global Trust
Manager that is expected to be due by Party A to Party B in
respect of the Fixed Swap on the immediately following
Payment Date.
Where:
CR = MTM + VB
MTM = the aggregate xxxx-to-market value (whether positive or
negative) of each Transaction in respect of the Fixed Rate
Swap determined in accordance with the following paragraph no
earlier than 3 Business Days prior to the date that the CCA is
deposited in the Collateral Account.
Party A must calculate the xxxx-to-market value of each
Transaction in respect of the Fixed Rate Swap by obtaining 2
bids from counterparties willing to provide each Transaction
in the absence of Party A with ratings acceptable to S&P. The
xxxx-to-market value may be a positive or a negative amount. A
bid has a negative value if the payment to be made is from the
counterparty to Party A and has a positive value if the
payment to be made is from Party A to the counterparty. The
xxxx-to-market value is the higher of the bids (on the basis
that any bid of a positive value is higher than any bid of a
negative value).
VB = the volatility buffer, being the value calculated by
multiplying the Fixed Swap Amount as at the most recent
Determination Date by the relevant percentage obtained from
the following table:
Where the period between Where the period between Where the period between
the date of calculation and the date of calculation the date of calculation
the weighted average of the and the weighted average and the weighted average
maturity dates of the then of the maturity dates of of the maturity dates of
fixed rate periods in the then fixed rate the then fixed rate
respect of the Housing periods in respect of the periods in respect of the
Loans forming part of the Housing Loans forming part Housing Loans forming part
Purchased Mortgage Loans of the Purchased Mortgage of the Purchased Mortgage
which are charged a fixed Loans which are charged a Loans which are charged a
rate of interest is less fixed rate of interest is fixed rate of interest is
than or equal to 5 years greater than 5 years and greater than 10 years
less than or equal to 10
years
1.5 3.15 6
"DEFINITIONS SCHEDULE" means the document entitled "HomeSide
Mortgage Securities Trusts Definitions Schedule" dated on or
about the date of this Agreement between the parties listed in
schedule 1 to that document.
"FIXED RATE FINANCE CHARGES" means, in relation to an Interest
Period, the aggregate Finance Charge Collections for the
Collection Period ending immediately prior to the last date of
the Interest Period for each Housing Loan charged a fixed rate of
interest for the duration of that Collection Period (or for any
Housing Loan charged a fixed rate of interest for part of that
Collection Period, the Finance Charge Collections for the Housing
Loan relating to that shorter Period).
"FIXED SWAP" means the Transaction entered into pursuant to the
terms of this Agreement between Party A, Party B and the Global
Trust Manager on the terms specified in the form of the
Confirmation set out in Annexure 2 (or as otherwise agreed
between Party A, Party B and the Global Trust Manager).
"FIXED SWAP AMOUNT" means, in relation to a Determination Date
and for an Interest Period, the aggregate Outstanding Principal
Balance in relation to all Housing Loans forming part of the
Purchased Mortgage Loans (excluding Housing Loans being charged a
variable rate of interest) at the opening of business on the
first day of the Collection Period which relates to that Interest
Period.
"NET PREPAYMENT AMOUNT" in relation to the Basis Swap and a
Determination Date and the Interest Period commencing on the next
Prepayment Date, means the amount determined in accordance with
the following formula:
n
NPA = Y x BSA x ---
365
where:
NPA = the Net Prepayment Amount for that Interest Period;
Y = TR-VR (expressed as a percentage per annum);
TR = the Threshold Rate on that Determination Date;
VR = the Variable Rate on that Determination Date;
BSA = the Basis Swap Amount for that Interest Period; and
n = the actual number of days in that Interest Period.
"PREPAYMENT ADJUSTED AMOUNT" means:
(a) for the first Prepayment Date, the Net Prepayment Amount
paid by Party A in respect of the Basis Swap pursuant to
Part 5(4)(a) of this Schedule in relation to the Interest
Period commencing on that Prepayment Date; and
(b) for each subsequent Prepayment Date, the aggregate balance
of the Net Prepayment Amount paid by Party A in respect of
the Basis Swap pursuant to Part 5(4)(a) of this Schedule
after taking into account any applications and any
additional prepayments by, or repayments to, Party A in
respect of the Basis Swap pursuant to Part 5(6)(b) of this
Schedule.
"PRESCRIBED RATING" means:
(a) a short term credit rating of A-1 in the case of S&P;
(b) a short term credit rating of F-1+ in the case of Fitch; or
(c) in the case of the Fixed Swap, a short term credit
rating of P-1 or a long term rating of A2 in the case
of Xxxxx'x and, in relation to the Basis Swap, a short
term rating of P-1 in the case of Xxxxx'x.
"SUPPLEMENTAL DEED" means the deed entitled "HomeSide Mortgage
Securities Trust 2001-1 Supplemental Deed" dated on or about the
date of this Agreement between Party A, Party B, the Global Trust
Manager and others.
"TRUST" means the HomeSide Mortgage Securities Trust 2001-1
constituted by the Master Trust Deed and a notice of creation of
trust.
"VARIABLE FINANCE CHARGES" in relation to an Interest Period
means the aggregate Finance Charge Collections in respect of the
Collection Period ending immediately prior to the last day of the
Interest Period for each Housing Loan charged a variable rate of
interest for the duration of that Collection Period (or for any
Housing Loan charged a variable rate of interest for part of that
Collection Period, the Finance Charge Collections for the Housing
Loan relating to that shorter period).
"VARIABLE RATE" in relation to a Determination Date means the
rate then equal to the weighted average of the variable rates
charged in respect of the Housing Loans forming part of the
Purchased Mortgage Loans at the
close of business on the last day of the Collection Period just
ended.
(f) ISDA DEFINITIONS: The 1991 ISDA Definitions (as supplemented by the
1998 Supplement to the 1991 ISDA Definitions) (as published by the
International Swaps and Derivatives Association, Inc) (the "1991 ISDA
DEFINITIONS") as at the date of this Agreement are incorporated into
this Agreement and each Confirmation.
(g) INCONSISTENCY: Unless specified otherwise, in the event of any
inconsistency between any two or more of the following documents in
respect of a Transaction they will take precedence over each other in
the following order in respect of that Transaction:
(i) any Confirmation;
(ii) this Agreement;
(iii) the Supplemental Deed;
(iv) the Definitions Schedule; and
(v) the 1991 ISDA Definitions.
(h) SWAP TRANSACTION: Any reference to a:
(i) "SWAP TRANSACTION" in the 1991 ISDA Definitions is deemed to be a
reference to a "TRANSACTION" for the purpose of interpreting this
Agreement or any Confirmation; and
(ii) "TRANSACTION" in this Agreement or any Confirmation is deemed to
be a reference to a "SWAP TRANSACTION" for the purpose of
interpreting the 1991 ISDA Definitions.
(14) LIMITATION OF LIABILITY: Insert the following Section 16, after Section 15:
"16. PARTY B'S LIMITATION OF LIABILITY
Clause 2 of the Definitions Schedule applies to this Agreement as if
set out in full in it (with any consequential changes as are necessary
to give effect to that clause in this Agreement).
(15) SEND INFORMATION: Insert the following new Section 17 after Section 16:
"17 SEND INFORMATION
On each Determination Date the Global Trust Manager will send to each
Current Rating Agency such information in the possession of the Global
Trust Manager as each Current Rating Agency reasonably requires in
relation to the Basis Swap, the Fixed Swap and any other matters in
connection with this Agreement."
(16) NOTES REPAID: Insert the following new Section 18 after Section 17:
"18 NOTES REPAID
If the Invested Amount in respect of all Notes has been repaid, or all
Notes are deemed under the Transaction Documents to have been redeemed
in full, then the obligations (if any) of Party A in respect of the
Basis Swap under Part 5(4)(a) and Part 5(7) of the Schedule cease and
Party B must repay to Party A in respect of the Basis Swap any
remaining prepayments made pursuant to those provisions, together with
any collateral provided by Party A to Party B."
(17) FURTHER ASSURANCES: Each party will, upon request by any other party (the
"REQUESTING PARTY") at the expense of the requesting party, perform all
such acts and execute all such agreements, assurances and other documents
and instruments as the requesting party reasonably requires (and, in the
case of Party B, are within the powers granted to Party B under the Master
Trust Deed) to assure and confirm the rights and powers afforded, created
or intended to be afforded or created, under or in relation to this
Agreement and each Transaction or other dealing which occurs under or is
contemplated by it.
(18) DERIVATIVE CONTRACT: The parties acknowledge and agree that for the
purposes of the Transaction Documents this Agreement is a Derivative
Contract.
(19) PROCEDURES FOR ENTERING INTO TRANSACTIONS
(a) With respect to each Transaction entered into pursuant to this
Agreement and for the purposes of Section 9(e)(ii), Party A will, by
or promptly after the relevant Trade Date, send:
(i) Party B and the Global Trust Manager a Confirmation substantially
in the form set out in Annexure 1 (or in such other form as may
be agreed between Party A, Party B and the Global Trust Manager),
and Party B and the Global Trust Manager must promptly then
confirm the accuracy of and sign and return, or request the
correction of, such Confirmation; and
(ii) Party B and the Global Trust Manager a Confirmation substantially
in the form set out in Annexure 2 (or in such other form as may
be agreed between Party A, Party B and the Global Trust Manager),
and Party B and the Global Trust Manager must promptly then
confirm the accuracy of and sign and return, or request the
correction of, such Confirmation; and
(b) Party B will enter into each Transaction in its capacity as trustee of
the Trust.
(20) AUTHORISED PERSON: Each party will be entitled to assume, in the absence of
any knowledge to the contrary, that any person signing any Confirmation,
notice or other written communication issued in respect of this Agreement
on behalf of a party is an Authorised Person of that party.
(21) RECORDED CONVERSATIONS: Each party:
(a) consents to the electronic recording of its telephone conversations
with the other party (or any of its associated persons) with or
without the use of an automatic tone warning device;
(b) will provide transcripts of such recordings (if any) upon reasonable
request by the other party (at the reasonable cost of the party
requesting);
(c) acknowledges that such recordings and transcripts can be used as
evidence by either party in any dispute between them; and
(d) acknowledges that neither is obligated to maintain copies of such
recordings and transcripts for the benefit of the other party.
(22) KNOWLEDGE OR AWARENESS: Subject to Section 12(a), each party will only be
considered to have knowledge or awareness of, or notice of, a thing or
grounds to believe anything by virtue of the officers of that party or any
Related Entity of that party which have the day to day responsibility for
the administration or management of that party's (or a Related Entity of
that party's) obligations in relation to the Trust or the Transactions
entered into under this Agreement having actual knowledge, actual awareness
or actual notice of that thing, or grounds or reason to believe that thing
(and similar references will be interpreted in this way).
(23) AMENDMENTS TO THIS AGREEMENT: The Global Trust Manager must give 10
Business Days' notice in writing to each Current Rating Agency of any
amendments to this Agreement.
(24) GLOBAL TRUST MANAGER'S UNDERTAKING: The Global Trust Manager, Party A and
Party B undertake to comply with their respective obligations under the
Supplemental Deed and the other Transaction Documents for the Trust. For
the avoidance of doubt, the parties acknowledge and agree that the failure
by Party B, the Global Trust Manager or Party A to comply with this
undertaking will not give rise to an Event of Default under this Agreement.
(25) APPOINTMENT OF GLOBAL TRUST MANAGER: Party A acknowledges that, under the
Master Trust Deed, Party B has appointed the Global Trust Manager as Global
Trust Manager of the Trust, with the powers set out in, and upon and
subject to the terms of the Master Trust Deed.
(26) BREAK COSTS: For the avoidance of doubt, the parties acknowledge and agree
that the non-payment to Party A of Early Repayment Costs on a Payment Date
will not give rise to an Event of Default under this Agreement. The Global
Trust Manager will procure the Servicer to pay any Early Repayment Costs in
respect of a Collection Period to Party A on each Payment Date.
(27) AUSTRALIAN ADDENDA. The following addenda to Schedule to Master Agreement
of International Swap Dealers Association, Inc. in the form of the copies
attached to this Agreement are deemed to be incorporated in this Agreement:
- September 1991 Australian Addendum No. 1 (as amended in September
1992, March 1994 and March 1997) - Interest Rate Caps, Collars and
Floors
- September 1991 Australian Addendum No. 2 (as amended in September 1992
and March 1997) - Swaptions
- September 1992 Australian Addendum No. 6 - $A Forward Rate Agreements
- September 1992 Australian Addendum No. 7 - Forward Rate Xxxx
Agreements
PART 6 - SECURITISATION PROVISIONS
(a) INCONSISTENCY. In the event of any inconsistency between the provisions of
this Part 6 and any other provision of this Agreement, the provisions of
this Part 6 will prevail.
(b) DEDUCTION OR WITHHOLDING FOR TAX. Section 2 of the agreement is amended as
follows:
(i) In Section 2(d)(ii)(1) the following words are deleted where they
appear:
"in respect of which X would not be required to pay an additional
amount to Y under section 2(d)(i)(4)".
(ii) Section 2(d)(i)(4) is deleted in its entirety.
(c) EVENTS OF DEFAULT AND TERMINATION EVENTS.
(i) The following provisions of Section 5 will not apply to either Party A
or Party B:
Section 5(a)(ii)
Section 5(a)(iii)
Section 5(a)(iv)
Section 5(a)(v)
Section 5(a)(vi)
Section 5(a)(viii)
Section 5(b)(ii)
Section 5(b)(iii)
Section 5(b)(iv)
(ii) Section 5(a)(i) will not apply to the extent it relates to a failure
to include in amounts due to be paid to Party A under the Fixed Swap
any Early Repayment Costs for the related Collection Period.
(d) TRANSFER.
(i) A new paragraph (c) is added to Section 7 as follows:
"a party may make such a transfer under, or in accordance with, the
Master Security Trust Deed."
and replace the "." at the end of Section 7(b) with "; and".
(ii) The following sentence is added to Section 7 immediately before the
last sentence in Section 7:
"Any transfer in accordance with this Section 7 must be to a party
with a rating acceptable to each Current Rating Agency and be notified
to each Current Rating Agency by the party making the transfer."
(e) ROLE AND LIABILITY OF GLOBAL TRUST MANAGER.
Party A acknowledges that the Global Trust Manager will perform the day to
day management of the Trust on the terms and conditions of the Master Trust
Deed.
Notwithstanding any other provision of this Agreement, the Global Trust
Manager is not liable:
(i) in connection with anything done by it in good faith and without
negligence in reliance upon any document, form or list except where it
is actually aware that the document, form or list is not genuine;
(ii) if it fails to do anything because it is prevented or hindered from
doing it by law or order;
(iii) to anyone for payments made by it in good faith to a fiscal authority
in connection with Taxes (including Taxes assessed on the income of
the Trust) or other charges in respect of a Trust even if the payment
need not have been made;
(iv) if a person fails to carry out an agreement with the Global Trust
Manager in connection with the Trust; or
(v) to anyone because of any error of law or any matter done or omitted to
be done by it in good faith in the event of the liquidation or
dissolution of a company (other than a company under its control),
except to the extent that any of the foregoing is caused by the Global
Trust Manager's own gross negligence, fraud or wilful default.
The Global Trust Manager personally is not a "party" (as that term is used
in Section 2(a)(i) of the Master Agreement) under the Agreement for the
purposes of determining the obligations, representations and undertakings
of each "party" to it.
ANNEXURE 1
FORM OF CONFIRMATION FOR BASIS SWAP
- HOMESIDE MORTGAGE SECURITIES TRUST 2001-1 ("TRUST")
[PARTY A LETTERHEAD]
24 January 2001
TO: Perpetual Trustee Company Limited HomeSide Global MBS Manager, Inc.
Xxxxx 0 0000 Xxxxxxxxxx Xxx
00 Xxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxx 00000
Xxxxxx XXX 0000 Xxxxxx Xxxxxx xx Xxxxxxx
ATTENTION: MANAGER, SECURITISATION ATTENTION: GENERAL COUNSEL
SWAP CONFIRMATION - BASIS SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below
("TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in
the Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992
ISDA Master Agreement dated as of 25 January 2001, as amended, novated or
supplemented from time to time ("AGREEMENT"), between National Australia Bank
Limited (ABN 12 004 044 937) ("PARTY A"), Perpetual Trustee Company Limited,
(ABN 42 000 001 007) as trustee of the Trust ("PARTY B") and HomeSide Global
MBS Manager, Inc. ("GLOBAL TRUST MANAGER"). All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates
are as follows:
OUR REFERENCE: [ ]
TRADE DATE: [17 January 2001]
EFFECTIVE DATE: [25 January 2001]
TERMINATION DATE: Means the earlier of:
(a) the date that all the Notes
have been redeemed in full; and
(b) the Termination Date for the
Trust,
subject to the Following Business
Day Convention.
NOTIONAL AMOUNT: With respect to each Interest
Period just ended, means the Basis
Swap Amount for that Interest
Period.
FLOATING ADMINISTERED RATE AMOUNTS:
Floating Administered Rate Payer: Party B
Floating Administered Rate Payer Each Payment Date
Payment Dates:
Floating Rate Option: The weighted average of the weighted
average interest rates for all
Housing Loans comprising part of
the Purchased Mortgage Loans being
charged a variable rate of interest
during the Collection Period which
relates to the relevant Interest
Period, as calculated by the Global
Trust Manager on the first Business
Day of each calendar month during
that Collection Period.
Floating Rate Day Count Fraction: Actual (Fixed 365).
FLOATING BBSW AMOUNTS:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Dates: Each Payment Date
Payment Dates:
Floating Rate Option: Bank Xxxx Rate
Spread: For each Payment Date before the
Payment Date falling in April 2008,
[ ]%.
For each Payment Date on or after
the Payment Date falling in April
2008, [ ]%except where the
Noteholders do not approve of the
redemption of the Notes in
accordance with the Transaction
Documents, in which case the spread
will be [ ]%.
Floating Rate Day Count: Actual/365 (Fixed)
Reset Dates: The first day of each Interest Period.
BUSINESS DAY: Melbourne
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Global Trust Manager
ACCOUNT DETAILS INSTRUCTION:
Account for payments to Party A: [Please advise]
Account for payments to Party B: [Please advise]
OTHER PROVISIONS: The Transaction to which this
Confirmation relates is a Basis
Swap for the purposes of the
Agreement.
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning it to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of SIGNED for and on behalf of
PERPETUAL TRUSTEE COMPANY NATIONAL AUSTRALIA BANK LIMITED
LIMITED (ABN 42 000 001 007) as trustee (ABN 12 004 044 937)
of the HomeSide Mortgage Securities
Trust 2001-1
By: _______________________________ By: ______________________________
(Authorised Person) (Authorised Person)
Name: _____________________________ Name: ____________________________
Title: ____________________________ Title: ___________________________
SIGNED for and on behalf of
HOMESIDE GLOBAL MBS MANAGER, INC.
By: _______________________________
(Authorised Person)
Name: _____________________________
Title: ____________________________
ANNEXURE 2
FORM OF CONFIRMATION FOR FIXED SWAP
- HOMESIDE MORTGAGE SECURITIES TRUST 2001-1 ("TRUST")
[PARTY A LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Limited HomeSide Global MBS Manager, Inc.,
Xxxxx 0 0000 Xxxxxxxxxx Xxx
00 Xxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxx 00000
Xxxxxx XXX 0000 Xxxxxx Xxxxxx xx Xxxxxxx
ATTENTION: MANAGER, SECURITISATION ATTENTION: GENERAL COUNSEL
SWAP CONFIRMATION - FIXED SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below
("TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in
the Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992
ISDA Master Agreement dated as of 25 January 2001, as amended, novated or
supplemented from time to time ("AGREEMENT"), between National Australia Bank
Limited, (ABN 12 004 044 937) ("PARTY A"), Perpetual Trustee Company Limited
(ABN 42 000 001 007) as trustee of the Trust ("PARTY B") and HomeSide Global
MBS Manager, Inc. ("GLOBAL TRUST MANAGER"). All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates
are as follows:
OUR REFERENCE: [ ]
TRADE DATE: [17 January 2001]
EFFECTIVE DATE: [25 January 2001]
TERMINATION DATE: Means the earlier of:
(a) the date that all of the Notes
have been redeemed in full; and
(b) the Termination Date for the
Trust, subject to the Following
Business Day Convention.
NOTIONAL AMOUNT: With respect to each Interest
Period just ended, means the Fixed
Swap Amount for that Interest
Period.
FIXED AMOUNTS:
FIXED RATE PAYER: Party B
FIXED RATE PAYER PAYMENT DATES: Each Payment Date
FIXED RATE: The weighted average of the
weighted average interest rates for
all Housing Loans comprising part
of the Purchased Mortgage Loans
being charged a fixed rate of
interest during the Collection
Period that relates to the relevant
Interest Period, as calculated by
the Global Trust Manager on the
first Business Day of each calendar
month during that Collection Period.
Fixed Rate Day Count Fraction: Actual/365 (Fixed).
FLOATING AMOUNTS:
FLOATING RATE PAYER: Party A
FLOATING RATE PAYER PAYMENT DATES: Each Payment Date
FLOATING RATE OPTION: Bank Xxxx Rate
SPREAD: For each Payment Date before the
Payment Date falling in April 2008,
[ ]%.
For each Payment Date on or after
the Payment Date falling in April
2008, [ ]%, except where the
Noteholders do not approve of the
redemption of the Notes in
accordance with the Transaction
Documents, in which case the spread
will be [ ]%.
FLOATING RATE DAY COUNT FRACTION: Actual/365 (Fixed)
RESET DATES: The first day of each Interest Period.
BUSINESS DAY: Melbourne
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Global Trust Manager
ACCOUNT DETAILS INSTRUCTION:
Account for payments to Party A [Please advise]
Account for payments to Party B [Please advise]
OTHER PROVISIONS: The Transaction to which this
Confirmation relates is a Fixed
Swap for the purposes of the
Agreement.
Please confirm that the above correctly sets out the terms of our agreement
in respect of the Transaction to which this Confirmation relates by signing
and returning it to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of SIGNED for and on behalf of
PERPETUAL TRUSTEE COMPANY NATIONAL AUSTRALIA BANK LIMITED
LIMITED (ABN 42 000 001 007) as trustee (ABN 12 004 044 937)
of the HomeSide Mortgage Securities
Trust 2001-1
By: _______________________________ By: _______________________________
(Authorised Person) (Authorised Person)
Name: _____________________________ Name: _____________________________
Title: ____________________________ Title: ____________________________
SIGNED for and on behalf of HOMESIDE
GLOBAL MBS MANAGER, INC.
By: _______________________________
(Authorised Person)
Name: _____________________________
Title: ____________________________
SIGNED by )
as attorney for NATIONAL AUSTRALIA )
BANK LIMITED under power of attorney )
dated )
)
in the presence of: )
)
Signature of witness )
)
Name of witness (block letters) )
)
Address of witness )
) By executing this agreement the attorney states
) that the attorney has received no notice of
Occupation of witness ) revocation of the power of attorney
)
SIGNED by )
as attorney for PERPETUAL TRUSTEE )
COMPANY LIMITED under power of )
attorney dated )
)
in the presence of: )
)
Signature of witness )
)
Name of witness (block letters) )
)
Address of witness )
) By executing this agreement the attorney states
) that the attorney has received no notice of
Occupation of witness ) revocation of the power of attorney
)
SIGNED by )
on behalf of HOMESIDE GLOBAL )
MBS MANAGER, INC. in )
the presence of: )
)
Signature of witness )
)
Name of witness (block letters) )
)
Address of witness )
)
Occupation of witness ) By executing this agreement the signatory
) states that the signatory has received no
) notice of revocation of the authority under
) which this Agreement is executed
