ISDA Schedule to the Master
Agreement for Basis Swap
CRUSADE MANAGEMENT LIMITED
ST. XXXXXX BANK LIMITED
PERPETUAL TRUSTEES CONSOLIDATED LIMITED AS TRUSTEE OF THE
CRUSADE GLOBAL TRUST NO. 2 OF 2005
XXXXXX XXXXXX XXXXXXXX
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 2005
ISDA Schedule to the Master Agreement for
Basis Swap [Allens Xxxxxx Xxxxxxxx LOGO]
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DATE 2005
PARTIES
1. CRUSADE MANAGEMENT LIMITED (ABN 92 072 715 916) (PARTY A);
2. ST. XXXXXX BANK LIMITED (ABN 92 055 513 070) (ST. XXXXXX); and
3. PERPETUAL TRUSTEES CONSOLIDATED LIMITED (ABN 81 004 029 841) in its
capacity as trustee of the CRUSADE GLOBAL TRUST NO. 2 OF 2005 (PARTY
B).
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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 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 St. 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 St. 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 St. 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 St. 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
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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. 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(e)(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 St. Xxxxxx
undertakes that it shall (unless, at the time the Successor Trustee is so
appointed, Party A or St. 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, St. 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,
St. 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.
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(b) PAYEE TAX REPRESENTATIONS.
For the purpose of Section 3(f) of this Agreement, each of Party A,
St. 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, St. Xxxxxx and Party B also represent that Crusade Global Trust
No. 2 of 2005 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
Attention: Manager, Securitisation
Facsimile No: (00) 0000 0000 Telephone No: (00) 0000 0000
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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 St. 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: St. 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
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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)(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 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).
(h) In Section 3(c):
(i) delete the words AGENCY OR OFFICIAL; and
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(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 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.
(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 2005 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
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LOAN OFFSET INTEREST AMOUNT
MANAGER
MASTER TRUST DEED
NOTE
PAYMENT DATE
PURCHASED RECEIVABLE
REDRAW FACILITY PROVIDER
SECURITY TRUST DEED
TRUST
(o) 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
St. Xxxxxx is a SUPPORT FACILITY PROVIDER.
(p) Agreement by St. Xxxxxx to act as Standby Basis Swap Provider:
A new Section 15 is added as follows:
15. Standby Basis Swap Provider
(a) St. Xxxxxx agrees 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 St. Xxxxxx must pay that amount in full by no later
than 4pm (Sydney time) on that date.
(b) St. Xxxxxx shall be obliged to make only one payment under
paragraph (a) in respect of a Confirmation.
(c) St. 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.
(e) (i) St. George'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 St. 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 St. Xxxxxx gives notice to Party A under
Section 15(e)(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.
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(iv) If St. Xxxxxx does not extend the Expiry Date under
this paragraph (e), it shall constitute an Additional
Termination Event unless Party A complies with Section
16(c) and Party A shall be the Affected Party for this
purpose.
(f) In consideration of St. Xxxxxx agreeing to act as Standby
Basis Swap Provider, and so long as St. Xxxxxx has any
obligations under paragraph (a), Party B agrees to pay to
St. Xxxxxx quarterly in arrears a fee of $5,000. This fee is
payable on each Quarterly Payment Date, subject to the
cashflow allocation methodology in the Supplementary Terms
Notice.
(g) Subject to section 18, in consideration of St. Xxxxxx
agreeing, at the request of Party A, to act as Standby Basis
Swap Provider, Party A agrees to indemnify St. Xxxxxx on
demand against any loss, charge, liability or expense that
St. Xxxxxx xxx 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
St. Xxxxxx to make a payment under this Agreement.
(h) St. George's obligations under this Agreement shall survive
the termination of this Agreement, and any winding up or
insolvency of Party A.
(q) 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 St. Xxxxxx, its rating by a Designated
Rating Agency has been withdrawn or reduced resulting in St. 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, St. 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).
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(c) If St. Xxxxxx does not extend the term of its obligations under
Section 15(e)(ii) and Party A receives notice from the Manager of a
Note Downgrade, 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 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 St. 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.
(r) 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
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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 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 Redraw Facility Provider, 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:
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(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 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; 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.
(s) 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 St. 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;
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(iii) (WINDING UP) apply for the winding up or dissolution
of Party A;
(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; 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 St. George's
obligations under clause 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: Witness:
---------------------------------
Name: Witness Name:
------------------------------- --------------------------
Title: Title:
------------------------------ ---------------------------------
Date: Date:
------------------------------- ----------------------------------
--------------------------------------------------------------------------------
Page 12
ISDA Schedule to the Master Agreement for
Basis Swap [Allens Xxxxxx Xxxxxxxx LOGO]
--------------------------------------------------------------------------------
ST. XXXXXX BANK LIMITED
By: Witness:
--------------------------------- -------------------------------
Name: Witness Name:
------------------------------- --------------------------
Title: Title:
------------------------------ ---------------------------------
Date: Date:
------------------------------- ----------------------------------
PERPETUAL TRUSTEES CONSOLIDATED LIMITED
By: Witness:
---------------------------------
Name: Witness Name:
------------------------------- --------------------------
Title: Title:
------------------------------ ---------------------------------
Date: Date:
------------------------------- ----------------------------------
--------------------------------------------------------------------------------
Page 13
