ISDA Schedule to the Master
Agreement for Basis Swap
XX.XXXXXX BANK LIMITED
PERPETUAL TRUSTEES CONSOLIDATED LIMITED AS TRUSTEE
OF THE CRUSADE GLOBAL TRUST NO. 2 OF 2003
CRUSADE MANAGEMENT LIMITED
The Chifley Tower
0 Xxxxxxx Xxxxxx
Xxxxxx XXX 0000
Xxxxxxxxx
Tel 00 0 0000 0000
Fax 00 0 0000 0000
xxx.xxx.xxx.xx
(C) Copyright Xxxxxx Xxxxxx Xxxxxxxx 2003
ISDA Schedule to the Master Agreement for
Basis Swap [Allens Xxxxxx Xxxxxxxx logo]
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DATE 2003
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PARTIES
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1. XX.XXXXXX BANK LIMITED (ABN 92 055 513 070) (PARTY A);
2. PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) in
its capacity as trustee of the CRUSADE GLOBAL TRUST NO. 2 OF
2003 (PARTY B); and
3. CRUSADE MANAGEMENT LIMITED (ABN 90 072 715 916) (MANAGER).
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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 and 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 or Party B (the party the subject of the Insolvency Event
will be the Defaulting Party); or. In relation to Party A, the events
described in the definition of Insolvency Event (under the Master
Trust Deed) shall apply to it as if Party A (as the case may be) were
a relevant corporation referred to in that definition. 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 thirty Local Business Days of that
occurrence, Party A, Party B and the Manager 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.
For the avoidance of doubt Party B, but without limiting Section 16,
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.
(e) The AUTOMATIC EARLY TERMINATION provision of Section 6(a):
will not apply to Party A
will not apply to Party B
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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. Subject to Section 15(w) only, 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 and
Section 6(e) shall not apply.
(g) There is no Termination Currency.
(h) An ADDITIONAL TERMINATION EVENT set out in Part 5(q) 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"), Party A undertakes that it
shall (unless, at the time the Successor Trustee is so appointed,
Party A 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
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 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.
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(b) PAYEE TAX REPRESENTATIONS.
For the purpose of Section 3(f) of this Agreement, each of Party A 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 and Party B also represent that Crusade Global Trust No. 2 of
2003 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 0, 0 Xxxxxxxxxxx Xxxxxx, Xxxxxx XXX 0000
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Attention: Manager, Securitisation
Facsimile No: (00) 0000 0000 Telephone No: (00) 0000 0000
Address for notices or communications 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
(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 the Manager unless
otherwise specified in a Confirmation in relation to the relevant
Transaction.
(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: Nil.
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 Definitions made after the date
of this Agreement. The
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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)(i) add the following sentence:
Each payment will be by way of exchange for the corresponding payment
or payments payable by the other party.
(c) 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).
(d) 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).
(e) 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.
(f) 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.
(g) 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 equitable 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
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(h) In Section 3(c)
(i) delete the words AGENCY OR OFFICIAL; and
(ii) in the third line, insert "materially" before the word AFFECT.
(i) In Section 4 add a new paragraph as follows:
(f) CONTRACTING AS PRINCIPAL. Party A will 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.
(j) In Section 6(d)(i), in the last line, insert IN THE ABSENCE OF
MANIFEST ERROR after the word EVIDENCE.
(K) 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.
(l) 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.
(m) 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.
(N) TRUST DEED means the Master Trust Deed dated 14 March 1998 as amended
by the Crusade Global Trust No. 2 of 2003 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
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DESIGNATED RATING AGENCY
FLOATING RATE LOAN
HOUSING LOAN PRINCIPAL
INSOLVENCY EVENT
LOAN OFFSET INTEREST AMOUNT
MASTER TRUST DEED
NOTE
PAYMENT DATE
PURCHASED RECEIVABLE
SECURITY TRUST DEED
TRUST
(O) TRUST DEED: The Parties acknowledge and agree that for the purposes of
the Trust Deed, this Agreement is an HEDGE AGREEMENT and Party A is a
SUPPORT FACILITY PROVIDER.
(p) A new Section 15 is added as follows:
15. DOWNGRADE
(a) For the purpose of this Section 15 the following additional
definitions apply:
ACCEPTABLE ARRANGEMENT means an arrangement which each
relevant Designated Rating Agency has confirmed, in writing
will result in the avoidance or reversal of any Note
Downgrade.
ACCEPTABLE RATING means, at any time, that Party A's short
term rating from S&P is not below A-1.
APPROVED BANK means a Bank which has a short- term rating of
at least A-1+ (S&P), P-1 (Xxxxx'x) and a short-term rating of
at least F1 or a long-term rating of at least A (Fitch
Ratings).
DOWNGRADE means Party A's rating by a Designated Rating Agency
has been withdrawn or reduced resulting in Party A having:
(i) a short term credit rating of less than A-1 by S&P;
(ii) a short term credit rating by Xxxxx'x of less than
Prime-1; or
(iii) a short term rating of less than F1 by Fitch Ratings.
MAJOR PARTY A DOWNGRADe means a Party A Downgrade resulting in
Party A having:
(i) a short term credit rating by S&P of less than A-1;
(ii) a short term credit rating by Xxxxx'x of less than
Prime-2; or
(iii) a short term credit rating by Fitch Ratings of less than
F1.
MINOR PARTY A DOWNGRADE means any Party A Downgrade which is
not a Major Party A Downgrade.
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
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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.
REPLACEMENT PROVIDER means a party that has agreed to replace
Party A as Basis Swap Provider and has a rating greater than
or equal to:
(i) A-1 by S&P;
(ii) F1 by Fitch Ratings; and
(iii) who is suitably rated such that its appointment as
standby swap provider does not result in a Note
Downgrade by Xxxxx'x.
REPLACEMENT SWAP PROVIDER means a party that has agreed to
replace Party A as Basis Swap Provider, and the appointment of
which each Designated Rating Agency has confirmed, in writing,
will not result in a Note Downgrade.
SWAP COLLATERAL ACCOUNT means an account established by Party
B with an Approved Bank.
TIME STIPULATED means:
(i) where Party A has an Acceptable Rating, within 30
Business Days; and
(ii) where Party A does not have an Acceptable Rating, within
5 Business Days.
(b) If, at any time, Party A is Downgraded and the Downgrade
constitutes a Minor Party A Downgrade, Party A shall, within
30 days (or such greater period as agreed by the relevant
Designated Rating Agency), comply with Section 15(d).
(c) If at any time Party A is Downgraded and the Downgrade
constitutes a Major Party A Downgrade, Party A shall, within 5
Business Days (or such greater period as agreed by the
relevant Designated Rating Agency) comply with Section 15(d).
(d) Where Party A is required to comply with this Section 15(d) it
shall, at its cost, and at its election do one of the
following:
(i) (CASH COLLATERALISE) deposit into a Swap Collateral
Account and maintain in the Swap Collateral Account
(whilst the relevant Downgrade subsists) sufficient
funds to ensure that the amount standing to the credit
of the Swap Collateral Account is equal to the greater
of the following (the CASH COLLATERAL AMOUNT):
(A) zero;
(B) CCR; and either:
(1) an amount acceptable to Xxxxx'x and Xxxxx
Ratings and sufficient to ensure that the
ratings given to the Notes by Xxxxx'x and
Fitch Ratings are not adversely affected and
that any Note Downgrade is avoided or
reversed (as the case may be); or
(2) an amount acceptable to S&P that is the
greater of zero, CCR and the amount of the
next payment that is due, or
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one percent of the of the outstanding
notional principal of the basis swap.
(ii) (NOVATE) enter into an agreement novating this
Agreement to a Replacement Provider proposed by any of
Party A, Party B or the Manager which each Designated
Rating Agency has confirmed will not result in a
withdrawal or downgrade of any credit rating assigned,
by it, to the Notes; or
(iii) (OTHER ARRANGEMENTS) enter into or procure entry into
any Acceptable Arrangement.
For the purpose of this paragraph (j), the formula for
calculating CCR is as follows.
CCR = CR x 1.030
where
CR means MTM + VB
MTM means the mark-to-market value of the Transactions
outstanding under the Agreement. Party A will have to mark
the Transactions to market and post collateral on a weekly
basis, with a cure period of 3 days. The mark-to-market value
should reflect the higher of 2 bids from counterparties that
will be eligible and willing to assume Party A's role in the
Transactions in place of Party A. The mark-to-market value
may be a positive or negative amount. A bid has a negative
value if the payment would be from the counterparty to Party
A and has a positive value if the payment would be from Party
A to the counterparty (for the purposes of determining a
higher bid, any bid of positive value is higher than any bid
of a negative value).
VB means the value calculated by multiplying the Invested
Amount at the time of the calculation by the relevant
percentage calculated from the following table (for the
purposes of interpreting the table, "Counterparty rating" is
the credit rating assigned to Party A by S&P and "Maturities"
is the period from and including the date of calculation to
but excluding the scheduled maturity of the last expiring
Transaction outstanding under this Agreement):
VOLATILITY BUFFER (%)
COUNTERPARTY MATURITIES MATURITIES UP TO MATURITIES MORE
RATING UP TO 5 YEARS 10 YEARS THAN 10 YEARS
A+ 1.05 1.75 3.0
A 1.35 2.45 4.5
A-1* 1.5 3.15 6.0
* The A-1 rating will be taken to be the counterparty's
short term rating.
(e) Where Party A procures a Replacement Provider in accordance
with Section 15(d)(ii), each party to this Agreement shall do
all things necessary to novate the relevant obligations to
the Replacement Provider.
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(f) If, at any time, Party A's obligations under this Agreement
are novated in accordance with Section 15(d)(ii) or any
Acceptable Arrangement is entered into in accordance with
Section 15(d)(iii) Party A shall be immediately entitled to
any cash collateral amount which it has deposited in the Swap
Collateral Account.
(g) If the Manager becomes actually aware of the occurrence of a
Party A Downgrade, the Manager shall notify Party A of the
occurrence of such a reduction.
(h) Where Party B has not established a Swap Collateral Account
and Party A is required to deposit monies into a Swap
Collateral Account, the Manager must direct Party B to
establish, as soon as is practicable, and maintain, in the
name of Party B an account with an Approved Bank which
account shall be, for the purposes of this Section 15 the
SWAP COLLATERAL ACCOUNT.
(i) All interest on the Swap Collateral Account will accrue and
be payable monthly to the party which provides the relevant
Cash Collateral Amount.
(j) Notwithstanding anything to the contrary in this Section 15,
where a Downgrade has occurred, a party entitled to elect a
course of action under this Section 15 may only elect to cash
collateralise under Section 15(d)(i) if Party A has a short
term credit rating of not less than F2 from Fitch Ratings.
(k) Party B may only make withdrawals from the Swap Collateral
Account if directed to do so by the Manager and then only for
the purpose of:
(i) novating obligations under this Agreement in
accordance with Section 15(d)(ii) or entering into
any other Acceptable Arrangement in accordance with
Section 15(d)(iii);
(ii) refunding to Party A the amount of any reduction in
the Swap Collateral Amount, from time to time and
providing the Designated Rating Agencies have
confirmed, in writing, that such refund will not
result in an Note Downgrade;
(iii) withdrawing any amount which has been incorrectly
deposited into the Swap Collateral Account;
(iv) paying any applicable bank account taxes or
equivalent payable in respect of the Swap 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.
(l) Party A's obligations under this Section 15 shall:
(i) survive the termination of this Agreement; and
(ii) terminate upon Party A complying with its obligations
(if any) under Section 15(d).
(m) Where Party A fails to comply with Section 15(d), this shall
constitute an Additional Termination Event and Party A shall
be the Affected Party for this purpose.
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(q) A new Section 16 is added as follows:
16. 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.
(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 16 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
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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) limits Party A in:
(i) obtaining an injunction or other order
to restrain any breach of this Agreement
by Party B; or
(ii) obtaining declaratory relief,
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;
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ISDA Schedule to the Master Agreement for
Basis Swap [Allens Xxxxxx Xxxxxxxx logo]
--------------------------------------------------------------------------------
(SET-OFF OR COUNTERCLAIM) exercise or
seek to exercise any set-off or
counterclaim against Party B; or
(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.
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.
XX.XXXXXX BANK LIMITED
By: By:
--------------------------------------- ---------------------------
Name: Name:
-------------------------------------- -------------------------
Title: Title:
------------------------------------ -------------------------
Date: Date:
------------------------------------- -------------------------
PERPETUAL TRUSTEES CONSOLIDATED LIMITED
By: By:
------------------------------------ ---------------------------
Name: Name:
------------------------------------ ---------------------------
Title: Title:
------------------------------------ --------------------------
Date: Date:
------------------------------------ ---------------------------
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Page 13
ISDA Schedule to the Master Agreement for
Basis Swap [Allens Xxxxxx Xxxxxxxx logo]
--------------------------------------------------------------------------------
CRUSADE MANAGEMENT LIMITED
By: By:
------------------------------------ -----------------------------
Name: Name:
------------------------------------ ---------------------------
Title: Title:
------------------------------------ --------------------------
Date: Date:
------------------------------------ ---------------------------
--------------------------------------------------------------------------------
Page 14
