ISDA Schedule to the Master
Agreement for Basis Swap
CRUSADE MANAGEMENT LIMITED
XX.XXXXXX BANK LIMITED
PERPETUAL TRUSTEES CONSOLIDATED LIMITED AS TRUSTEE OF CRUSADE
GLOBAL TRUST NO. 2 OF 2006
XXXXXX XXXXXX XXXXXXXX
Deutsche Bank Place
Corner Hunter and Phillip Streets
Sydney NSW 2000
Tel 00 0 0000 0000
Fax 00 0 0000 0000
xxx.xxx.xxx.xx
(C) Copyright Xxxxxx Xxxxxx Xxxxxxxx 2006
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
DATE
19 September 2006
----------
PARTIES
----------
1. CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) (PARTY A);
2. XX.XXXXXX BANK LIMITED (ABN 92 055 513 070) (XX.XXXXXX); and
3. PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) in its
capacity as trustee of Crusade Global Trust No. 2 of 2006 (PARTY B).
--------------------------------------------------------------------------------
PART 1. TERMINATION PROVISIONS
(a) SPECIFIED ENTITY is not applicable in relation to Party A or Party B:
(b) Sections 5(a)(ii), (iii), (iv), (v), (vi), (viii), 5(b)(ii), (iii) and
(iv) will not apply to Party A or Party B.
(c) The "BANKRUPTCY" provisions of Section 5(a)(vii) are replaced by "An
Insolvency Event under the Master Trust Deed has occurred in respect of
Party A, Party B or Xx.Xxxxxx (the party the subject of the Insolvency
Event will be the Defaulting Party except that in the case of Party A, if
there is an Insolvency Event in relation to Xx.Xxxxxx, Party A will be the
Defaulting Party). The occurrence of an Insolvency Event under the
Security Trust Deed in respect of Party B in its personal capacity will
not constitute an Event of Default provided that within 30 Local Business
Days of that occurrence, Party A, Party B and Xx.Xxxxxx are able to
procure the novation of this Agreement and all Transactions to a third
party in respect of which the Designated Rating Agencies confirm that the
novation will not cause a reduction or withdrawal of the rating of the
Notes, and Party A and Party B agree to execute such a novation agreement
in standard International Swaps and Derivates Association, Inc. ("ISDA")
form.
(d) Section 5(a)(i) is amended to replace THIRD with TENTH and the following
sentence is added:
"Even if Xx.Xxxxxx makes a payment under this Agreement, a failure
by Party A to make that payment by the due date shall constitute an
Event of Default."
For the avoidance of doubt, but without limiting Section 17, Party B is
not obliged to pay any amount attributable to any Break Payment which is
due by, but not received from, an Obligor or any Loan Offset Interest
Amount which is due by, but not received from, the Approved Seller, and
the failure by Party B to pay that amount shall not be an Event of
Default.
Party B shall not be required to pay any termination amount arising from a
termination of this Agreement by reason of a failure by Party A to make a
payment under this Agreement.
(e) The AUTOMATIC EARLY TERMINATION provision of Section 6(a):
(i) will not apply to Party A
(ii) will not apply to Party B
--------------------------------------------------------------------------------
Page 1
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
Any event which, upon its occurrence, constitutes an Event of Default, is
deemed not to be an essential term of the Transaction so that the
occurrence of any Event of Default shall not be implied to constitute a
repudiation of this Agreement. This does not in any way restrict or limit
the right of a Non-Defaulting Party under Section 6(a) to terminate
following an Event of Default.
(f) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement, neither Party A nor Party B is required to make any payment if
this Agreement is terminated, other than amounts accrued due and payable,
and Section 6(e) shall not apply.
(g) There is no Termination Currency.
(h) An ADDITIONAL TERMINATION EVENT set out in Section 15(d)(iv) or Section
16(g) of this Schedule, will apply.
(i) In the TRANSFER provision of Section 7, add a new paragraph (c):
(c) Party B may transfer to a Successor Trustee (as defined below) or to
avoid an illegality as specified in Section 5(b)(i).
(j) Add a new paragraph to Section 7 immediately below paragraph (c):
In the event that a trustee is appointed as a successor to Party B under
the Trust Deed ("Successor Trustee"), each of Party A and Xx.Xxxxxx
undertakes that it shall (unless, at the time the Successor Trustee is so
appointed, Party A or Xx.Xxxxxx is entitled to terminate the Transaction
under Section 6, in which case it may) novate to the Successor Trustee the
Transaction on the same terms or on other terms to be agreed between Party
A, Party B, Xx.Xxxxxx and the Successor Trustee, and give written notice
to the Designated Rating Agencies of such novation.
PART 2. TAX REPRESENTATIONS
(a) PAYER TAX REPRESENTATIONS.
For the purpose of Section 3(e) of this Agreement each of Party A,
Xx.Xxxxxx 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) or 6(d)(ii) 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) of this Agreement;
(ii) the satisfaction of the agreement of the other party 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 subclause (ii) above 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.
--------------------------------------------------------------------------------
Page 2
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
(b) PAYEE TAX REPRESENTATIONS.
For the purpose of Section 3(f) of this Agreement, each of Party A,
Xx.Xxxxxx and Party B represents that it is an Australian resident and
does not derive the payments under this Agreement in whole or in part in
carrying on business in a country outside Australia at or through a
permanent establishment of itself in that country.
Party A, Xx.Xxxxxx and Party B also represent that Crusade Global Trust
No. 2 of 2006 is a non-U.S. branch of a foreign person for U.S. federal
income tax purposes.
(c) DEDUCTION OR WITHHOLDING FOR TAX. Section 2(d) is replaced with the
following Section:
All payments under this Agreement will be made subject to deduction
or withholding for or on account of any Tax. If a party is so
required to deduct or withhold, then that party ("X") will:
(i) promptly notify the other party ("Y") of such requirement;
(ii) pay to the relevant authorities the full amount required to be
deducted or withheld promptly upon the earlier of determining
that such deduction or withholding is required or receiving
notice that such amount has been assessed against Y;
(iii) promptly forward to Y an official receipt (or a certified
copy), or other documentation reasonably acceptable to Y,
evidencing such payment to such authorities;
(iv) pay to Y the amount Y would have received had no deduction or
withholding been required.
Paragraph (iv) shall not apply to payments to be made by Party B.
PART 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver to the other as soon as reasonably practicable following a request by
the other party, any document or certificate reasonably required by a party in
connection with its obligations to make a payment under this Agreement which
would enable that party to make the payment free from any deduction or
withholding for or on account of Tax or as would reduce the rate at which the
deduction or withholding for or on account of Tax is applied to that payment.
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: Level 00, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Middle Office Compliance Manager
Facsimile No: (00) 0000 0000 Telephone No: (00) 0000 0000
Address for notices or communications to Party B:
Address: Level 00, 000 Xxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Manager, Securitisation
Facsimile No: (00) 0000 0000 Telephone No: (00) 0000 0000
--------------------------------------------------------------------------------
Page 3
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
With a copy to the Manager:
Address: Level 00, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Middle Office Compliance Manager
Facsimile No: (00) 0000 0000 Telephone No: (00) 0000 0000
Address for notices or communications to Xx.Xxxxxx:
Address: Level 00, 00 Xxxxxx Xxxxxx, Xxxxxx XXX 0000
Attention: Middle Office Compliance Manager
Facsimile No: (00) 0000 0000 Telephone No: (00) 0000 0000
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent: None.
Party B appoints as its Process Agent: None.
(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:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
In relation to Party A: Nil
In relation to Party B: Security Trust Deed
(g) CREDIT SUPPORT PROVIDER. Credit Support Provider means:
In relation to Party A: Xx.Xxxxxx
In relation to Party B: Nil
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws in force in New South Wales and Section 13(b)(i)
is deleted and replaced with the following:
each party submits to the non-exclusive jurisdiction of the courts of New
South Wales and Court of Appeal from them.
(i) NETTING OF PAYMENTS. Sub-paragraph (ii) of Section 2(c) of this Agreement
will apply to net Transactions in the same Confirmation and will not apply
to net Transactions specified in different Confirmations.
(j) AFFILIATE will have the meaning specified in Section 14 of this Agreement.
For the purpose of Section 3(c), each of Party A and Party B are deemed
not to have any Affiliates.
PART 5. OTHER PROVISIONS
(a) ISDA DEFINITIONS: This Agreement, each Confirmation and each Transaction
are subject to the 2000 ISDA Definitions (published by the International
Swaps and Derivatives Association, Inc.) as amended from time to time (the
"ISDA DEFINITIONS"), and will be governed in all respects by any
provisions set forth in the ISDA Definitions, without regard to any
amendments to the ISDA
--------------------------------------------------------------------------------
Page 4
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
Definitions made after the date of this Agreement. The ISDA Definitions
are incorporated by reference in, and shall be deemed to be part of this
Agreement and each Confirmation.
(b) In Section 2(a)(ii), after freely transferable funds add free of any
set-off, counterclaim, deduction or withholding (except as expressly
provided in this Agreement).
(c) A new Section 2(a)(iv) is inserted as follows:
(iv) The condition precedent in Section 2(a)(iii)(1) does not apply to a
payment due to be made to 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) For the purpose of Section 2(b) of this Agreement, CHANGE OF ACCOUNT, any
new account so designated shall be in the same tax jurisdiction as the
original account.
(e) ADDITIONAL REPRESENTATIONS: In Section 3 add the following immediately
after paragraph (f):
(g) Non Assignment. It has not assigned (whether absolutely, in
equity or otherwise) or declared any trust over any of its
rights under any Transaction (other than, in respect of Party
B, the trusts created pursuant to the Trust Deed) and has not
given any charge over its assets, in the case of Party A, or
the assets of the Trust (other than as provided in the
Security Trust Deed), in the case of Party B.
(f) Party B also represents to Party A (which representations will be deemed
to be repeated by Party B on each date on which a Transaction is entered
into) that:
(i) TRUST VALIDLY CREATED. The Trust has been validly created and is in
existence at the date of this Agreement.
(ii) SOLE TRUSTEE. Party B 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 Party B and to
Party B's knowledge no resolution has been passed, or direction or
notice has been given, removing Party B as trustee of the Trust.
(iv) POWER. Party B has power under the Trust Deed to enter into this
Agreement and the Security Trust Deed in its capacity as trustee of
the Trust.
(v) GOOD TITLE. Party B is the lawful owner of the Assets of the Trust
and has power under the Trust Deed to mortgage or charge them in the
manner provided in the Security Trust Deed, and, subject only to the
Trust Deed, the Security Trust Deed and any Security Interest (as
defined in the Trust Deed) permitted under the Security Trust Deed,
as far as Party B is aware, those assets are free from all other
Security Interests (other than Party B's indemnity from the Assets
of the Trust).
(g) In Section 3(c):
(i) delete the words AGENCY OR OFFICIAL; and
(ii) in the third line, insert "materially" before the word AFFECT.
--------------------------------------------------------------------------------
Page 5
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
(h) In Section 4 add a new paragraph as follows:
(f) CONTRACTING AS PRINCIPAL. Party A and Xx.Xxxxxx xxxx enter into all
Transactions as principal and not otherwise and Party B will enter
into all Transactions in its capacity as trustee of the Trust and
not otherwise.
(i) In Section 6(d)(i), in the last line, insert IN THE ABSENCE OF MANIFEST
ERROR after the word EVIDENCE.
(j) CONFIRMATIONS. Notwithstanding the provisions of Section 9(e)(ii), each
Confirmation in respect of a Swap Transaction which is confirmed by
electronic messaging system, an exchange of telexes or an exchange of
facsimiles will be further evidenced by an original Confirmation signed by
the parties, however any failure to sign an original Confirmation will not
affect the validity or enforceability of any Swap Transaction.
(k) Section 12 is amended as follows:
(i) in Section 12(a), insert and settlement instructions requiring
payment to an entity other than the original counterparty after
Section 5 or 6 in line 2.
(ii) Section 12(a)(iii) is replaced 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 Local Business Day of the facsimile being sent that
the facsimile was not received in its entirety and in
legible form.
(l) Any reference to a:
(i) SWAP TRANSACTION in the 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 ISDA Definitions.
(m) TRUST DEED means the Master Trust Deed dated 14 March 1998 as amended by
Crusade Global Trust No. 2 of 2006 Supplementary Terms Notice dated on or
about the date of this Agreement between (among others) Party B, Party A
and the Manager, and each of the following expressions shall have the
meanings given to them in the Trust Deed:
APPROVED BANK
APPROVED SELLER
ASSETS
BANK
CLASS
DESIGNATED RATING AGENCY
FLOATING RATE LOAN
HOUSING LOAN PRINCIPAL
INSOLVENCY EVENT
LOAN OFFSET INTEREST AMOUNT
--------------------------------------------------------------------------------
Page 6
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
MANAGER
MASTER TRUST DEED
NOTE
PAYMENT DATE
PURCHASED RECEIVABLE
SECURITY TRUST DEED
TRUST
(n) TRUST DEED: The Parties acknowledge and agree that for the purposes of the
Trust Deed, this Agreement is a HEDGE AGREEMENT and each of Party A and
Xx.Xxxxxx is a SUPPORT FACILITY PROVIDER.
(o) Agreement by Xx.Xxxxxx to act as Standby Basis Swap Provider:
A new Section 15 is added as follows:
15. Standby Basis Swap Provider
(a) Xx.Xxxxxx agrees with Party B that if:
(i) Party A is obliged to make a payment under a
Confirmation on any day; and
(ii) Party A does not make that payment by 2pm (Sydney
time) on that day,
then Xx.Xxxxxx must, as a principal obligation, pay that
amount in full to Party B by no later than 4pm (Sydney
time) on that date.
(b) Xx.Xxxxxx shall be obliged to make only one payment
under paragraph (a) in respect of a Confirmation.
(c) Xx.Xxxxxx shall make each such payment in full, without
any set off, counterclaim or exercise of any similar
right or defence, other than any netting permitted under
this Agreement.
(d) (i) Xx.Xxxxxx's obligations under this clause commence
on the Effective Date (specified in the relevant
Confirmation) and terminate on the date 364 days
after the Effective Date ("EXPIRY DATE").
(ii) If Xx.Xxxxxx does not wish to extend the period
for which it is obliged to make a further payment
under paragraph (a) beyond an Expiry Date and for
a further period of 364 days, it shall give notice
to Party A (with a copy to the Designated Rating
Agencies and Party B) no later than 90 days before
the Expiry Date.
(iii) Unless Xx.Xxxxxx gives notice to Party A under
Section 15(d)(ii) its obligations under this
Agreement will continue for a further period of
364 days from the Expiry Date. The Expiry Date may
be extended more than once in accordance with this
paragraph.
(iv) If Xx.Xxxxxx does not extend the Expiry Date under
this paragraph (d), it shall constitute an
Additional Termination
--------------------------------------------------------------------------------
Page 7
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
Event unless Party A complies with Section 16(c)
and Party A shall be the Affected Party for this
purpose.
(e) In consideration of Xx.Xxxxxx agreeing to act as Standby
Basis Swap Provider, and so long as Xx.Xxxxxx has any
obligations under paragraph (a), Party B agrees to pay
to Xx.Xxxxxx monthly in arrears a fee of A$2,000. This
fee is payable on each Monthly Payment Date, subject to
the cashflow allocation methodology in the Supplementary
Terms Notice.
(f) Subject to section 18, in consideration of Xx.Xxxxxx
agreeing, at the request of Party A, to act as Standby
Basis Swap Provider, Party A agrees to indemnify
Xx.Xxxxxx on demand against any loss, charge, liability
or expense that Xx.Xxxxxx may sustain or incur as a
direct or indirect consequence of Party A failing to
comply with this obligations under this Agreement, or
the Manager requiring Xx.Xxxxxx to make a payment under
this Agreement.
(g) Xx.Xxxxxx's obligations under this Agreement shall
survive the termination of this Agreement, and any
winding up or insolvency of Party A.
(p) A new Section 16 is added as follows:
16. DOWNGRADE
(a) For the purpose of this Section 16 the following additional
definitions apply:
APPROVED BANK means a Bank which has a short-term rating of at least
A-1+ (S&P), at least P-1 (short-term) and A2 (long-term) (Xxxxx'x)
and at least F1 (short term) (Fitch Ratings).
DOWNGRADE means, in respect of Xx.Xxxxxx, its rating by a Designated
Rating Agency has been withdrawn or reduced resulting in Xx.Xxxxxx
having:
(i) a credit rating of less than A-1 (short term) by S&P;
(ii) a credit rating by Xxxxx'x of less than P-1 (short term) or A2
(long term); or
(iii) a credit rating by Fitch Ratings of less than F1 (short term)
or A (long term).
NOTE DOWNGRADE means any actual or proposed withdrawal or downgrade
of the ratings assigned to any Class of Notes by a Designated Rating
Agency which results or would result in any rating assigned to that
Class of Notes being less than that stipulated in Section 4.2(f) of
the Supplementary Terms Notice.
SWAP COLLATERAL ACCOUNT means an account established by Party B with
an Approved Bank.
(b) If, on any Determination Date, Xx.Xxxxxx is Downgraded and the
Threshold Rate is greater than the Mortgage Rate (as defined in the
Basis Swap Confirmation), Party A shall immediately (in any event no
later than 3 Business Days) deposit into a Swap Collateral Account
and maintain in the Swap Collateral Account (whilst the relevant
Downgrade subsists and the Threshold Rate is greater than the
Mortgage Rate) the amount of the next payment that is due to be paid
by Party A (the SWAP COLLATERAL AMOUNT).
(c) If Xx.Xxxxxx does not extend the term of its obligations under
Section 15(d)(ii) and Party A receives notice from the Manager of a
Note Downgrade, Party A shall immediately (in any
--------------------------------------------------------------------------------
Page 8
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
event no later than 3 Business Days) deposit into a Swap Collateral
Account and maintain in the Swap Collateral Account (whilst the
relevant Note Downgrade subsists and the Threshold Rate is greater
than the Mortgage Rate) the Swap Collateral Amount.
(d) All interest on the Swap Collateral Account will accrue and be
payable monthly to the party which provides the relevant Swap
Collateral Amount.
(e) Party B may make withdrawals from the Swap Collateral Account only
for the purpose of:
(i) refunding to Party A the amount of any reduction in the Swap
Collateral Amount, from time to time;
(ii) withdrawing any amount which has been incorrectly deposited
into the Swap Collateral Account;
(iii) paying any applicable bank account taxes or equivalent payable
in respect of the Swap Collateral Account; or
(iv) 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.
(f) If, a Downgrade no longer applies to Xx.Xxxxxx, Party A shall be
immediately entitled to any cash collateral amount which it has
deposited in the Swap Collateral Account, less any amounts used or
to be used by Party B under paragraphs (e)(i) or (e)(iv).
(g) Where Party A fails to comply with Section 16(b) or (c), this shall
constitute an Additional Termination Event and Party A shall be the
Affected Party for this purpose.
(q) A new Section 17 is added as follows:
17. Party B provisions
(a) Limitation of liability
(A) General
Clause 30 of the Master Trust Deed applies to the
obligations and liabilities of Party B under this
agreement.
(B) Limitation of Party B's Liability
(1) Party B enters into this agreement only in its
capacity as trustee of the Trust and in no other
capacity (except where the Transaction Documents
provide otherwise). Subject to paragraph (3)
below, a liability arising under or in connection
with this agreement or the Trust can be enforced
against Party B only to the extent to which it can
be satisfied out of the assets and property of the
Trust which are available to satisfy the right of
Party B to be exonerated or indemnified for the
liability. This limitation of Party B's liability
applies despite any other provision of this
agreement and extends to all liabilities and
obligations of Party B in any way connected with
any representation, warranty, conduct, omission,
agreement or transaction related to this agreement
or the Trust.
--------------------------------------------------------------------------------
Page 9
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
(2) Subject to subparagraph (3) below, no person
(including any Relevant Party) may take action
against Party B in any capacity other than as
trustee of the Trust or seek the appointment of a
receiver (except under this agreement), or a
liquidator, an administrator or any similar person
to Party B or prove in any liquidation,
administration or arrangements of or affecting
Party B.
(3) The provisions of this section 17 shall not apply
to any obligation or liability of Party B to the
extent that it is not satisfied because under a
Transaction Document or by operation of law there
is a reduction in the extent of Party B's
indemnification or exoneration out of the Assets
of the Trust as a result of Party B's fraud,
negligence, or Default.
(4) It is acknowledged that the Relevant Parties are
responsible under the Transaction Documents for
performing a variety of obligations relating to
the Trust. No act or omission of Party B
(including any related failure to satisfy its
obligations under this agreement) will be
considered fraud, negligence or Default of Party B
for the purpose of subparagraph (3) above to the
extent to which the act or omission was caused or
contributed to by any failure by any Relevant
Party or any person who has been delegated or
appointed by Party B in accordance with this
agreement or any other Transaction Document to
fulfil its obligations relating to the Trust or by
any other act or omission of a Relevant Party or
any such person.
(5) In exercising their powers under the Transaction
Documents, each of Party B, the Security Trustee
and the Noteholders must ensure that no attorney,
agent, delegate, receiver or receiver and manager
appointed by it in accordance with this agreement
has authority to act on behalf of Party B in a way
which exposes Party B to any personal liability
and no act or omission of any such person will be
considered fraud, negligence, or Default of Party
B for the purpose of subparagraph (3) above.
(6) In this clause, RELEVANT PARTIES means each of the
Manager, the Servicer, the Calculation Agent, the
Note Registrar, each Paying Agent, the Note
Trustee, and the provider of a Support Facility.
(7) Nothing in this clause limits the obligations
expressly imposed on Party B under the Transaction
Documents.
(b) Nothing in paragraph (a) or (c) limits Party A in:
(i) obtaining an injunction or other order to restrain
any breach of this Agreement by Party B;
(ii) obtaining declaratory relief; or
--------------------------------------------------------------------------------
Page 10
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
(iii) in relation to its rights under the Security Trust
Deed.
(c) Except as provided in paragraphs (a) and (b), Party A
shall not:
(i) (JUDGMENT) obtain a judgment for the payment of
money or damages by Party B;
(ii) (STATUTORY DEMAND) issue any demand under section
459E(1) of the Corporations Act 2001 (Cth) (or any
analogous provision under any other law) against
Party B;
(iii) (WINDING UP) apply for the winding up or
dissolution of Party B;
(iv) (EXECUTION) levy or enforce any distress or other
execution to, on or against any assets of Party B;
(v) (COURT APPOINTED RECEIVER) apply for the
appointment by a court of a receiver to any of the
assets of Party B;
(vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to
exercise any set-off or counterclaim against Party
B (other than netting in accordance with this
Agreement); or
(vii) (ADMINISTRATOR) appoint, or agree to the
appointment, of any administrator to Party B,
or take proceedings for any of the above and Party A
waives its rights to make those applications and take
those proceedings.
(r) A new Section 18 is added as follows:
18. Party A provisions
(a) Notwithstanding any other provision of this Agreement or
any Confirmation, Party A's obligation to pay any amount
to Party B or Xx.Xxxxxx is limited to Party A's assets
from time to time.
(b) Nothing in paragraph (a) or (c) limits Party A in:
(i) obtaining an injunction or other order to restrain
any breach of this Agreement by Party B;
(ii) obtaining declaratory relief; or
(iii) in relation to its rights under the Security Trust
Deed.
(c) Except as provided in paragraphs (a) and (b), Party B
shall not:
(i) (JUDGMENT) obtain a judgment for the payment of
money or damages by Party A;
(ii) (STATUTORY DEMAND) issue any demand under section
459E(1) of the Corporations Act 2001 (Cth) (or any
analogous provision under any other law) against
Party A;
(iii) (WINDING UP) apply for the winding up or
dissolution of Party A;
--------------------------------------------------------------------------------
Page 11
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
(iv) (EXECUTION) levy or enforce any distress or other
execution to, on or against any assets of Party A;
(v) (COURT APPOINTED RECEIVER) apply for the
appointment by a court of a receiver to any of the
assets of Party A;
(vi) (SET-OFF OR COUNTERCLAIM) exercise or seek to
exercise any set-off or counterclaim against Party
A (other than netting in accordance with this
Agreement); or
(vii) (ADMINISTRATOR) appoint, or agree to the
appointment, of any administrator to Party A,
or take proceedings for any of the above and Party B
waives its rights to make those applications and take
those proceedings.
(d) Nothing in this Section 18 in any way limits Xx.Xxxxxx's
obligations under Section 15.
IN WITNESS WHEREOF the parties have executed this schedule on the respective
dates specified below with effect from the date specified on the first page of
this document.
CRUSADE MANAGEMENT LIMITED
By: /s/ Xxxxxx Xxxxx Witness: /s/ Xxxxxxx Xxxxxxxxx
--------------------------- ---------------------------
Name: Xxxxxx Xxxxx Witness Name: Xxxxxxx Xxxxxxxxx
--------------------------- -----------------------
Title: Attorney Title: Lawyer
--------------------------- -----------------------------
Date: 19 September 2006 Date: 19 September 2006
--------------------------- -----------------------------
--------------------------------------------------------------------------------
Page 12
+
ISDA Schedule to the Master Agreement for Basis Swap Allens Xxxxxx Xxxxxxxx
--------------------------------------------------------------------------------
XX.XXXXXX BANK LIMITED
By: /s/ Xxxxxx Xxxxx Witness: /s/ Xxxxxxx Xxxxxxxxx
--------------------------- ----------------------------
Name: Xxxxxx Xxxxx Witness Name: Xxxxxxx Xxxxxxxxx
--------------------------- -----------------------
Title: Attorney Title: Lawyer
--------------------------- -----------------------------
Date: 19 September 2006 Date: 19 September 2006
--------------------------- -----------------------------
PERPETUAL TRUSTEES CONSOLIDATED LIMITED
as trustee of the Crusade Global Trust No. 2 of 2006
By: /s/ Xxxxxx Xxxxx Witness: /s/ Xxxxxxx Xxxxxxxxx
--------------------------- ----------------------------
Name: Xxxxxx Xxxxx Witness Name: Xxxxxxx Xxxxxxxxx
--------------------------- -----------------------
Title: Manager Title: Lawyer
--------------------------- -----------------------------
Date: 19 September 2006 Date: 19 September 2006
--------------------------- -----------------------------
--------------------------------------------------------------------------------
Page 13
To: Perpetual Trustees Consolidated Limited as trustee of
Crusade Global Trust No.2 of 2006
Attention: Manager, Securitisation
Copy to: Xx.Xxxxxx Bank Limited
Attention: Xxxxx Xxxxxxxxxxxxx
From: Crusade Management Limited
Date: 19 September 2006
Subject: CONFIRMATION OF BASIS SWAP
Reference No: Crusade Global Trust No.2 of 2006
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. This
letter constitutes a "Confirmation" as referred to in the Master Agreement and
the Schedule to the Master Agreement specified below.
The definitions and provisions contained in the 2000 ISDA Definitions as amended
from time to time published by the International Swap and Derivatives
Association, Inc or in the Master Trust Deed and Supplementary Terms Notice (as
defined in the Master Agreement and the Schedule to the Master Agreement
specified below) are incorporated in this Confirmation. In the event of any
inconsistency between those definitions and provisions and this Confirmation,
this Confirmation will govern. References herein to a "Transaction" shall be
deemed to be references to a "Swap Transaction" for the purposes of the 2000
ISDA Definitions.
1. This Confirmation supplements, forms part of, and is subject to, the
Master Agreement dated on or about 19 September 2006 and the Schedule to
the Master Agreement dated or about 19 September 2006 as amended and
supplemented from time to time (the "Agreement") between the parties. All
provisions contained in the Agreement govern this Confirmation except as
expressly modified below.
In this Confirmation "Party A" means Crusade Management Limited and "Party
B" means Perpetual Trustees Consolidated Limited as trustee of the Crusade
Global Trust No.2 of 2006.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
NOTIONAL AMOUNT: Housing Loan Principal for all Floating Rate Loans as
calculated on the first day to which that Monthly
Payment Date relates.
TRADE DATE: Note Issue Date
EFFECTIVE DATE: 21 September 2006
TERMINATION DATE: 364 Days after the Effective Date (subject to adjustment
in accordance with the Modified Following Business Day
Convention). The Transaction may be renewed for a
further 364 days with the agreement of the parties.
RESET DATES: The Effective Date and then each Monthly Payment Date,
subject to adjustment in accordance with the Modified
Following Business Day Convention.
--------------------------------------------------------------------------------
Page 1
MONTHLY PAYMENT 15th day of each month
DATES: subject to adjustment in accordance with the Modified
Following Business Day Convention
MORTGAGE RATE AMOUNTS
MORTGAGE RATE: Weighted average variable rate of interest applicable to
the Floating Rate Loans at that Reset Date.
MORTGAGE RATE PAYER: Perpetual Trustees Consolidated Limited as trustee
of the Crusade Global Trust No.2 of 2006
MORTGAGE RATE Each Monthly Payment Date, up to and including the
PAYER PAYMENT last Monthly Payment Date. This is subject to
DATES: adjustment in accordance with the Modified Following Business
Day Convention.
The first Payment Date will be 15 November 2006.
MORTGAGE RATE
PAYMENTS (Notional Amount) x (Mortgage Rate) x (Number of days between
Reset Dates / 365). Party B is not obliged to pay any amount
which is attributable to any Break Payment which is due by,
but not received from, an Obligor or any Loan Offset Interest
Amount which is due by, but not received from, the Approved
Seller, and the failure by Party B to pay that amount will not
be an Event of Default.
MORTGAGE RATE DAY Actual / 365 (fixed).
COUNT FRACTION:
DESIGNATED
MATURITY 30 days, with the exception of the initial Calculation Period
which will be a Linear Interpolation by reference to two
rates, one of which shall be determined as if the Designated
Maturity were 1 month and the other of shall be determined as
if the Designated Maturity were 2 months.
--------------------------------------------------------------------------------
Page 2
SPREAD: Nil.
BUSINESS DAYS: Sydney, New York, London and TARGET
FLOATING AMOUNTS
FLOATING RATE: Weighted Average Australian Bank Bill Rate, which is the
sum of:
(a) One Month Bank Bill Rate (as at the start of
the Monthly Interest Period for that monthly
payment date) multiplied by the proportion
which the aggregate Invested Amount of the
Class A-3 notes bears to the aggregate
Invested Amount of all notes as at the start
of that Monthly Interest Period; and
(b) Three Month Bank Xxxx Xxxx (as at the start
of the current Quarterly Interest Period)
multiplied by the proportion which the
aggregate Invested Amount of the Class A-1
notes, Class A-2 Notes, the Class B notes
and the Class C notes bears to the aggregate
Invested Amount of all notes as at the start
of that Monthly Interest Period.
FLOATING RATE Crusade Management Limited.
PAYER:
FLOATING RATE Each Monthly Payment Date, up to and including the
PAYMENT DATES: last Monthly Payment Date. This is subject to
adjustment in accordance with the Modified Following
Business Day Convention.
The first Payment Date will be 15 November 2006.
SPREAD: The weighted average coupon on all Notes in respect of the
relevant Monthly Payment date plus 0.90% per annum.
FLOATING RATE (Floating Rate + Spread) x (Notional Amount) x
(number of days
PAYMENT: between Reset Dates / 365).
FLOATING RATE Each Floating Rate Payment Date.
RESET DATES:
FLOATING RATE DAY Actual / 365 (fixed).
--------------------------------------------------------------------------------
Page 3
COUNT FRACTION:
DESIGNATED
MATURITY 30 days, with the exception of the initial Calculation
Period which will be a Linear Interpolation by reference
to two rates, one of which shall be determined as if the
Designated Maturity were 1 month and the other shall be
determined as if the Designated Maturity were 2 months.
NETTING OF Applicable.
PAYMENTS:
COMPOUNDING: Inapplicable.
BUSINESS DAYS: Sydney, New York, London and TARGET
CALCULATION AGENT: Crusade Management Limited
PAYMENTS TO THE FLOATING RATE PAYER
ACCOUNT FOR Crusade Management Limited
PAYMENT IN AUD: Xx.Xxxxxx Bank Limited
Level 12, 00 Xxxxxx Xx
Sydney, NSW 2000
Swift Code: SGBL AU2S
Sort Code: RTGS MM
BSB: 112-601
PAYMENTS TO THE MORTGAGE RATE PAYER
ACCOUNT FOR Perpetual Trustees Consolidated Limited as
trustee of
PAYMENT IN AUD: Crusade Global Trust No.2 of 2006
Bank: Xx.Xxxxxx Bank
BSB: 332-027
--------------------------------------------------------------------------------
Page 4
Account No: 000-000-000
PAYMENTS TO XX.XXXXXX BANK (AS STANDBY INTEREST RATE SWAP PROVIDER)
(IF APPLICABLE)
ACCOUNT FOR Xx.Xxxxxx Bank Limited
PAYMENT IN AUD: Level 00, 00 Xxxxxx Xxxxxx
Sydney, NSW 2000
Swift Code: SGBL AU 2S
Sort Code: RTGS-MM
BSB: 112-601
The office of the Mortgage Rate Payer for the Swap Transaction is Sydney, and
the Office of the Floating Rate Payer for the Swap Transaction is Sydney.
3. This is the Basis Swap for the purposes of the Supplementary Terms Notice
dated on or before 19 September 2006, relating to Crusade Global Trust
No.2 of 2006
4. Address for notices in connection with this Transaction
Party A: Crusade Management Limited
Level 0, 0-00 Xxxxxxxxxx Xxxxxx, Xxxxxxx
Attn: Compliance Manager
Telephone: 000 0000-0000
Facsimile: 000 0000-0000
(a) Party B: Perpetual Trustees Consolidated Limited
Angel Place, Level 00, 000 Xxxx Xxxxxx, Xxxxxx
Attn: Manager - Securitisation
Telephone: 000 0000-0000
Facsimile: 000 0000-0000
(c) Xx.Xxxxxx Bank: Xx.Xxxxxx Bank Limited
Level 00, 00 Xxxxxx Xxxxxx, Xxxxxx
Attn: Middle Office Compliance Manager
Telephone: 000 0000-0000
Facsimile: 000 0000-0000
5. Documents to be delivered
Each party shall deliver to the other, at the time of its execution of
this Confirmation, evidence of the specimen signature and incumbency of
each person who is executing the Confirmation on the party's behalf,
unless such evidence has previously been supplied in connection with this
Agreement and remains true and in effect.
6. Relationship between the parties
--------------------------------------------------------------------------------
Page 5
Each party will be deemed to have represented to the other party on the
Trade Date that (lacking a written agreement between the parties that
expressly imposes affirmative obligations to the contrary for this
Transaction):
(a) Non-Reliance. It is acting for its own account (in the case of
Party B as Trustee for the Trust), and it has made its own
independent decision to enter into this Transaction and as to
whether this Transaction is appropriate or proper for it based upon
its own judgement (and in the case of Party B also the Manager) and
upon advice from such advisers as it has deemed necessary. It is not
relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into this
Transaction; it being understood that information and explanations
related to the terms and conditions of this Transaction shall not be
considered investment advice or a recommendation to enter into this
Transaction. No communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to
the expected results of this Transaction.
(b) Assessment and Understanding. It is capable of assessing the
merits of and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of this Transaction. It is capable of
assuming, and assumes the risks of this Transaction.
(c) Status of Parties. The other party is not acting as a
fiduciary for or an adviser to it in respect of this Transaction.
7. Compliance with Regulation AB.
(a) Xx.Xxxxxx has been advised that Party A is required under Regulation
AB under the Securities Act of 1933 and the Securities Exchange Act
of 1934, as amended ("Regulation AB"), to disclose certain financial
information regarding Xx.Xxxxxx depending on the applicable
"significance percentage" of this Confirmation, as calculated from
time to time in accordance with Item 1115 of Regulation AB.
(b) If required, Xx.Xxxxxx shall provide to Party A the applicable
financial information described under Item 1115 of Regulation AB
(the "Reg AB Information") within ten (10) Local Business Days of
receipt of a written request for such Reg AB Information by Party A
(the "Response Period"), so long as Party A has reasonably
determined, in good faith, that such information is required under
Regulation AB; provided, however that if Xx.Xxxxxx in good faith
determines that it is unable to provide the Reg AB Information
within the Response Period, then, subject to receipt of confirmation
by each Designated Rating Agency that such action shall not result
in withdrawal or downgrade of any credit rating assigned, by it, to
the Notes, (i) Xx.Xxxxxx shall cause a Reg AB Approved Entity (as
defined below) to replace Xx.Xxxxxx as party to this Confirmation on
terms substantially similar to this Confirmation prior to the
expiration of the Response Period, and (ii) such Reg AB Approved
Entity shall provide the Reg AB Information prior to the expiration
of the Response Period. "Reg AB Approved Entity" means any entity
that (i) has the ability to provide the Reg AB Information and (ii)
is a Replacement Provider. If Party A requests (in writing) the Reg
AB Information from Xx.Xxxxxx, then Party A shall promptly (and in
any event within three (3) Local Business Days of the date of the
request for the Reg AB Information) provide Xx.Xxxxxx with a written
explanation of how the significance percentage was calculated.
(b) Xx.Xxxxxx (or, if applicable, the Reg AB Approved Entity) shall
indemnify and hold harmless Party A, its directors or officers and
any person controlling Party A, from and against any and all losses,
claims, damages and liabilities caused by (i) any untrue statement
--------------------------------------------------------------------------------
Page 6
or alleged untrue statement of a material fact contained in any
information that Xx.Xxxxxx or such Reg AB Approved Entity, as
applicable, provides to Party A pursuant to this Paragraph (c) (the
"Xx.Xxxxxx Information") or caused by any omission or alleged
omission to state in the Xx.Xxxxxx Information a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading; or (ii) any failure by Xx.Xxxxxx to deliver any
information or other material when and as required under this
Section 7.
PLEASE NOTIFY US IMMEDIATELY SHOULD THE PARTICULARS OF THIS CONFIRMATION NOT BE
IN ACCORDANCE WITH YOUR UNDERSTANDING.
PLEASE QUOTE OUR REFERENCE ON ALL CORRESPONDENCE.
Regards,
Signed for and on behalf of
Crusade Management Limited, by its attorney
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxx
--------------------------- ----------------------------
Witness Name: Xxxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxx
-------------------- ----------------------------
Title: Lawyer Title: Attorney
-------------------- ----------------------------
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing the enclosed copy of this confirmation and returning it
to us.
Confirmed as of date first written:
For and on behalf of
Perpetual Trustees Consolidated Limited
(as trustee of the Crusade Global Trust No.2 of 2006)
/s/ Xxxxxx Xxxxx /s/ /s/ Xxxxxxx Xxxxxxxxx
----------------------- -------------------------------
Name: Xxxxxx Xxxxx Witness Name: Xxxxxxx Xxxxxxxxx
----------------- --------------------
Title: Manager Title: Lawyer
---------------- ----------------------
--------------------------------------------------------------------------------
Page 7
Confirmed as of date first written:
For and on behalf of Xx.Xxxxxx Bank Limited
(as Standby Basis Swap Provider)
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxx Xxxxx
--------------------- ---------------------------
Witness Name: Xxxxxxx Xxxxxxxxx Name:
---------------------
Title: Lawyer Title: Attorney
--------------------------------------------------------------------------------
Page 8
