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CLAYTON UTZ
Medallion Trust Series 2004-1G
Series Supplement
Commonwealth Bank of Australia
ABN 48 123 123 124
Homepath Pty Limited
ABN 35 081 986 530
Securitisation Advisory Services Pty.
Limited
ABN 88 064 133 946
Perpetual Trustee Company Limited
ABN 42 000 001 007
If you have any questions about the details
of this document
please contact Ben Sandstad on + 61 2 9353
4000
Clayton Utz
Lawyers
Levels 22-35 No. 1 O'Connell Street Sydney
NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW
1215
T + 61 2 9353 4000 F + 61 2 8220 6700
www.claytonutz.com
Our reference 801/784/80003979
Liability limited by the Solicitors Scheme,
approved under the Professional
Standards Act 1994 (NSW) and by our Terms
of Engagement
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Table of Contents
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1. Definitions and
Interpretation...........................................................
1
1.1
Definitions......................................................................
1
1.2
Interpretation...................................................................
37
1.3 Master Trust
Deed
Definitions....................................................
39
1.4 Business Day
Convention..........................................................
39
1.5 Master Trust
Deed
Inconsistency..................................................
39
1.6 Exclusion of
Master Trust Deed Definitions and
Provisions........................ 39
1.7 Support
Facilities...............................................................
41
1.8 Security Trust
Deed..............................................................
41
1.9 Nominated Seller
and Nominated Servicer..........................................
41
1.10
Binding on
Securityholders and the
Unitholders................................... 42
1.11
Relationship between Trustee and
Securityholders................................. 42
1.12
Incorporated Definitions and other Transaction Documents and
provisions.......... 42
1.13
Indemnity
from
Homepath..........................................................
42
1.14
Name of
Series...................................................................
42
2. The CBA
Trust............................................................................
42
2.1 Constitution of
CBA Trust........................................................
42
2.2 Declaration of
Trust for the CBA Trust...........................................
43
2.3 Name of the CBA
Trust............................................................
43
2.4 Entitlement of
Sellers to the CBA Trust..........................................
43
2.5 Bare
Trust.......................................................................
43
2.6 Duration of the
CBA Trust........................................................
43
2.7 Early
Termination of the CBA
Trust............................................... 43
2.8 Dealing with CBA
Trust Assets....................................................
43
2.9
Proceeds.........................................................................
44
2.10
CBA Trust
Assets Not Part of Assets of the Series
Trust.......................... 44
2.11
Shared
Securities................................................................
44
2.12
Trustee's
Duties.................................................................
44
2.13
Substitute
Trustee...............................................................
45
2.14
Transfer
of the CBA Trust Assets to Sellers on termination of CBA
Trust.......... 45
2.15
Seller
Indemnity.................................................................
45
2.16
Limitation
of
Liability..........................................................
46
3. Units in the Series
Trust................................................................
46
3.1 Beneficial
Interest Represented by a Number of
Units............................. 46
3.2 Classes of
Capital
Units.........................................................
46
3.3 Initial
Unitholders..............................................................
46
3.4 Registration of
Initial Unitholders..............................................
46
3.5 Beneficial
Interest represented by the Income
Unit............................... 47
3.6 Beneficial
Interest represented by the Capital
Units............................. 47
3.7 Right of Income
Unitholder to Payments...........................................
47
3.8 Rights of
Capital Unitholders to
Payments........................................ 47
3.9 Capital and
Income Units Subject to this Deed and the Master Trust
Deed.......... 47
3.10
Restrictions on
Transfer.........................................................
47
3.11
Units Rank
Equally Except for Special
Rights..................................... 48
3.12
Form of
Unit
Certificate.........................................................
48
3.13
Form of
Income Unit
Transfer.....................................................
48
3.14
Additional
Capital
Subscription..................................................
48
3.15
No Other
Relationship............................................................
48
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4. Assignment of Mortgage Loan
Rights.......................................................
48
4.1 Approved
Financial Assets of the Series
Trust.................................... 48
4.2 Sale
Notice......................................................................
48
4.3 Requirements of
Sale Notice......................................................
48
4.4 Mortgage Loan
Schedule...........................................................
49
4.5 Sale Notice
Constitutes an
Offer................................................. 49
4.6 Sale Notice
Revocable............................................................
50
4.7 Acceptance of
Offer..............................................................
50
4.8 Timing of
Acceptance.............................................................
50
4.9 Seller Not
Obliged to Make, and Trustee Not Obliged to Accept,
Offer............. 50
4.10
Can Only
Accept all Mortgage Loan Rights in Loan
Pool............................ 50
4.11
Effect of
Acceptance.............................................................
50
4.12
Sale in
Equity
Only..............................................................
50
4.13
Sale Not
to Amount to Assumption of
Obligations.................................. 51
4.14
Future
Advances..................................................................
51
4.15
Future
Receivables...............................................................
51
4.16
Power to
Acquire Mortgage Loans in
Arrears....................................... 51
4.17
Trustee
Bound by Priority
Agreements.............................................
51
5. The
Securities...........................................................................
51
5.1 Securities
divided into
Classes..................................................
51
5.2 Form,
constituent documents and denomination of the
Securities................... 52
5.3 Trustee must
Issue the
Notes.....................................................
52
5.4 Issue of Redraw
Bonds............................................................
52
5.5 Initial Invested
Amount of the Securities........................................
53
5.6 Interest on the
Securities.......................................................
53
5.7 Redemption of
the Securities.....................................................
53
5.8 Interest on
Overdue Interest on the
Securities................................... 54
5.9 Rounding of
Payments on the
Securities........................................... 54
5.10
Securities
Rank Equally Except for Special
Rights................................ 54
5.11
Transfer
of
Securities...........................................................
54
6. Conditions Precedent to
acceptance of Sale Notice and Issue of Notes.....................
55
6.1 General
Conditions
Precedent.....................................................
55
6.2 Other Conditions
Precedent.......................................................
57
6.3 No Liability for
Insufficient Moneys.............................................
57
6.4 Manager's
Certificate............................................................
57
7. Division of Mortgage Loan
Rights between the CBA Trust and the Series Trust..............
58
7.1 CBA Trust
Assets.................................................................
58
7.2 Mortgages and
First Layer of Collateral Securities...............................
59
7.3 Treatment of
Shared
Securities...................................................
59
7.4 Trustee's
duties.................................................................
60
7.5 Upon Repayment
of Mortgage Loan Trustee Holds for CBA Trust......................
60
7.6 Application
Where 2 Mortgage
Loans............................................... 60
7.7
Costs............................................................................
60
7.8 Alternative
Structure............................................................
61
8. Determinations by the
Manager............................................................
61
8.1 Applications and
payments on Distribution Dates..................................
61
8.2 Insufficient
principal to meet Seller
Advances................................... 61
8.3 Gross Income
Shortfall...........................................................
61
8.4 Insufficient
principal to meet Seller Advances and Standby
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Redraw Facility
Principal........................................................
62
8.5 Netting of
Seller Advances and Standby Redraw Facility
Advances.................. 62
8.6 Cash Advance
Deposit.............................................................
62
8.7 Break Costs and
Break Benefits...................................................
63
8.8 Interest Rate
Swap Provider Deposit..............................................
63
9.
Chargeoffs...............................................................................
64
9.1 Allocation of
Principal Chargeoffs...............................................
64
9.2 Allocation of
Principal Chargeoff Reimbursements.................................
64
9.3 Loss
Recoveries..................................................................
65
10. Payments on Distribution Dates by
Trustee................................................
65
10.1
Payment of
Accrued Interest Adjustment on first Distribution
Date................ 65
10.2
Application of the Available Income Amount on each Distribution
Date............. 65
10.3
Application of the Available Principal Amount on each Distribution
Date.......... 67
10.4
Payment of
Interest on the Offshore
Notes........................................ 68
10.5
Repayment
of Principal on the
Securities......................................... 68
10.6
Repayment
of Principal on the Offshore
Notes..................................... 69
10.7
Inability
to Comply with Order of
Priority....................................... 69
10.8
No Payment
in respect of Obligations ranking Equally or after Offshore
Notes
if no payment made to Currency Swap
Provider.................................. 69
10.9
Payments
in respect of A$
Securities.............................................
69
11. Net Tax Income of the Series
Trust.......................................................
69
11.1
Net Tax
Income of the Series Trust absolutely vested in the Income
Unitholder.... 69
11.2
Excess
Distribution..............................................................
70
12. Early Termination of
Swaps...............................................................
70
12.1
Early
Termination of a
Swap......................................................
70
12.2
Servicer
to Adjust Mortgage Interest Saver Accounts and Mortgage Rates if
Basis
Swap Terminated
..............................................................
71
12.3
Determination of Threshold
Rate.................................................. 71
12.4
Trustee to
set Mortgage
Rate.....................................................
72
13. Representations and Warranties
regarding Mortgage Loans..................................
72
13.1
Seller's
Representations and
Warranties.......................................... 72
13.2
Trustee
need not Test
Warranties.................................................
74
14. Breach of Representations and
Warranties.................................................
74
14.1
Manager or
Seller Becomes Aware of Incorrect Representations or
Warranties....... 74
14.2
If Trustee
Becomes Aware of Incorrect Representations or
Warranties.............. 74
14.3
Remedy of
Defaults during Prescribed
Period...................................... 75
14.4
Holding
for CBA Trust during Prescribed
Period................................... 75
14.5
Costs............................................................................
76
14.6
Payment..........................................................................
76
14.7
Limitation
on Rights of Trustee During Prescribed
Period......................... 76
14.8
Limit of
Seller's Liability for Mortgage
Loans................................... 76
14.9
CBA's
Liability for Damages After Prescribed
Period.............................. 76
14.10
Discharge of
obligations.........................................................
77
14.11
Fraud............................................................................
77
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14.12
Trustee's
Reliance...............................................................
77
15. Seller's general
undertakings............................................................
77
15.1
General
Undertakings.............................................................
77
15.2
Seller not
bound by
Undertaking..................................................
78
15.3
Termination of Mortgage Interest Saver
Accounts.................................. 79
15.4
Gross Up
for Mortgage Interest Saver
Accounts.................................... 79
16. Servicing of Mortgage Loan
Rights........................................................
79
16.1
Appointment of
Servicer..........................................................
79
16.2
Obligation
to Act as Servicer until Termination of
Appointment................... 79
16.3
General
Servicing
Obligation.....................................................
79
16.4
Power to
Service.................................................................
79
16.5
Exercise
of
Discretions..........................................................
80
16.6
Servicer's
Undertaking Regarding Mortgage Loan
Rights............................ 80
16.7
Interest
Rates on Mortgage
Loans................................................. 82
16.8 Release or
Substitution of
Security.............................................. 82
16.9
Variation
or Relaxation of Terms of Mortgage
Loans............................... 82
16.10
Release of
Debt..................................................................
82
16.11
Waivers,
Releases and
Compromises................................................
83
16.12
Consent to
subsequent Security
Interests......................................... 83
16.13
Consent to
Leases
etc............................................................
83
16.14
Relief under
Binding Provision or on Order of Competent
Authority................ 83
16.15
Litigation.......................................................................
84
16.16
Enforcement
Action...............................................................
84
16.17
Incurring
Additional
Expenses....................................................
85
16.18
Mortgage
Insurance and Insurance Policy
Claims................................... 85
16.19
Insurance Policy
Proceeds........................................................
85
16.20
Seller
Advances..................................................................
85
16.21
Restrictions on
Seller Advances..................................................
86
16.22
Servicer's
Actions Binding on
Trustee............................................ 86
16.23
Servicer to Pay
its Own Expenses.................................................
87
16.24
Servicer to
transmit information to
Manager...................................... 87
16.25
Proposed
amendments to Servicing
Guidelines...................................... 87
16.26
Further Servicer
Undertakings....................................................
87
16.27
Servicer holding
Assets of the Series Trust......................................
90
16.28
Servicer's Power
to Delegate.....................................................
90
16.29
Servicer May
Replace or Suspend
Attorneys........................................ 90
16.30
Servicer Remains
Liable..........................................................
90
17. Servicer's Responsibilities and
Indemnities..............................................
90
17.1
Not Liable
Where Action
Unlawful.................................................
90
17.2
Limitation
on Servicer's
Responsibility..........................................
91
17.3
Servicer's
Liability.............................................................
91
18. Servicer Default and retirement of
Servicer.............................................. 92
18.1
Servicer
Default.................................................................
92
18.2
Retirement
of
Servicer...........................................................
93
18.3
Notice to
Securityholders........................................................
93
18.4
Removal of
Servicer..............................................................
93
18.5
Retirement
of
Servicer...........................................................
93
18.6
When
appointment of Substitute Servicer
effective................................ 93
18.7
Trustee to
Act as
Servicer.......................................................
93
18.8
Trustee
May Give
Discharges......................................................
94
18.9
Servicer
May Accept
Payment......................................................
94
18.10
Servicer and
Manager to Provide Full
Co-operation................................ 94
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18.11
Indemnity........................................................................
94
18.12
No Liability for
Servicer Default................................................
94
19. Remuneration of Manager, Trustee,
Servicer and Security Trustee..........................
94
19.1
Management
Fee...................................................................
94
19.2
Arranging
Fee....................................................................
94
19.3
Trustee's
Fee....................................................................
95
19.4
Servicer's
Fee...................................................................
95
19.5
Security
Trustee's Fees and
Expenses............................................. 95
19.6 Goods and Services
Tax...........................................................
95
19.7
Adjustments to
fees..............................................................
96
20. Manager
Default..........................................................................
97
21. Representations and
warranties...........................................................
98
21.1
General
Representations and Warranties by the Seller and the
Servicer............ 98
21.2
Repetition
of Representations and
Warranties..................................... 99
22. Collections Account and
investment.......................................................
99
22.1
Collections
Account..............................................................
.99
22.2
Initial
Collections
Account......................................................
100
22.3
Replacement of Collections
Account............................................... 100
22.4
Deposits into Collections Account
within 5 Business Days......................... 100
22.5
While
Collections Account with Commonwealth
Bank................................. 100
22.6
Withdrawals from Collections
Accounts............................................ 101
22.7
All
Transactions through Collections
Account..................................... 101
22.8
Title to
and Control of Collections
Account...................................... 101
22.9
No
Deductions by
Servicer........................................................
101
22.10
Prepayments
under Liquidity
Facility............................................. 101
22.11
Servicer May
Retain Income from
Collections...................................... 102
22.12
Bank Account
Taxes...............................................................
102
22.13
Opening of
additional accounts where Collections Account is with an
Eligible
Depository....................................................................
102
23. Clean-up and
extinguishment..............................................................
103
23.1
Notification of Trigger Event by Manager to
CBA.................................. 103
23.2
Response
by
CBA..................................................................
103
23.3
Determination of Clean-Up Settlement
Date........................................ 103
23.4
Clean-Up
Settlement
Price........................................................
103
23.5
Payment of
Clean-Up Settlement
Price............................................. 104
23.6
Effect of
Payment of Clean-Up Settlement
Price................................... 104
23.7
Costs............................................................................
105
23.8
Alternative
Structure............................................................
105
23.9
Alternative Funding Arrangements to Permit
Redemption............................ 105
24. Perfection of
Title......................................................................
105
24.1
Perfection
of Title
Event........................................................
105
24.2
Declaration of Perfection of Title
Event......................................... 106
24.3
Perfection
of
Title..............................................................
106
24.4
Trustee to
lodge
Caveats.........................................................
106
24.5
Trustee to
hold Legal Title or lodge
Caveats..................................... 107
24.6
Powers of
Attorney...............................................................
107
24.7
Other
Loans......................................................................
107
24.8
Indemnity........................................................................
107
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25. Servicer as Custodian of the
Mortgage Loan documents.....................................
107
25.1
Servicer
as
Custodian............................................................
107
25.2
Application of the Balance of this
Clause........................................ 107
25.3
Servicer's
Covenants as
Custodian................................................
107
25.4
Servicer's
Update of Loan
Information............................................
108
25.5
Servicer's
Indemnity in respect of Incorrect Information in Loan
Information.....
108
25.6
Document Custody Audit
Report....................................................
108
25.7
Details of
Document Custody Audit
Report......................................... 109
25.8
Document
Custody Audit
Report....................................................
109
25.9
Timing of
Document Custody Audit
Reports......................................... 110
25.10
Adverse Document
Custody Audit Report............................................
110
25.11
Document
Transfer
Event..........................................................
110
25.12
Failure to
comply with clause
25.11.............................................. 111
25.13
Emergency
Document
transfer......................................................
111
25.14
Exceptions to
Transfer...........................................................
112
25.15
Indemnity by the
Servicer........................................................
112
25.16
Trustee to
co-operate with
Servicer.............................................. 112
25.17
Specific
performance.............................................................
112
25.18
Trustee's Duty
While Holding Mortgage Documents..................................
112
25.19
Reappointment of
Servicer as Custodian...........................................
112
26. Termination of the Series
Trust..........................................................
113
26.1
Potential
Termination
Events.....................................................
113
26.2
Determination of Termination Payment
Date........................................ 113
26.3
Realisation of
Assets............................................................
113
26.4
Conditions
of Sale During 180
days............................................... 114
26.5
Right of
Refusal to
Seller.......................................................
114
26.6
Sale at
Lower
Price..............................................................
115
26.7
Conditions
of Sale After 180
days................................................ 115
26.8
Further
Conditions of Sale After 180
days........................................ 115
26.9
Procedures
Pending
Winding-Up....................................................
115
26.10
Costs on
Winding-up of the Series
Trust.......................................... 116
26.11
Calculation of
Final Distributions...............................................
116
26.12
Final
Distributions..............................................................
116
26.13
Insufficient
Funds...............................................................
116
26.14
Excess
Funds.....................................................................
116
26.15
Distribution to
Class B Capital Unitholder in Specie.............................
117
26.16
Terms of In
Specie
Distributions.................................................
117
26.17
Alternative
Structure............................................................
117
27.
General..................................................................................
117
27.1 Required Credit
Rating...........................................................
117
27.2
Distribution of
information......................................................
117
27.3
Electronic
Reporting of Pool Performance
Data.................................... 118
27.4
Claim for
Damages................................................................
118
27.5
Allocation
of
Damages............................................................
118
27.6
Additional
Expenses..............................................................
118
27.7
Form of
Transfers and
Certificates...............................................
118
27.8
Incur
Costs Without
Approval.....................................................
118
27.9
Adverse
Effect...................................................................
119
27.10
Notification to
Rating Agencies of Redemption of Securities......................
119
27.11
Further Support
Facilities.......................................................
119
27.12
Supplementary
Trustee Powers.....................................................
119
27.13
Trustee's power
to delegate......................................................
120
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28. Limitation of Trustee's
duties...........................................................
120
28.1
Trustee
May
Rely.................................................................
120
28.2
No Duty to
Investigate...........................................................
121
28.3
Trustee
not
Liable...............................................................
121
29. Trustee's limitation of
liability........................................................
121
29.1
Limitation
on Trustee's
liability................................................
121
29.2
Claims
against
Trustee...........................................................
121
29.3
Breach of
trust..................................................................
121
29.4
Acts or
Omissions................................................................
121
29.5
No
obligation....................................................................
122
29.6
CBA
Trust........................................................................
122
30. Consumer Credit
Code.....................................................................
122
30.1
Breach of
Consumer Credit
Code...................................................
122
30.2
Right of
Indemnity - Consumer Credit
Code........................................ 122
31.
Notices..................................................................................
123
31.1
Method of
Delivery...............................................................
123
31.2
Deemed
Receipt...................................................................
123
31.3
Email............................................................................
124
31.4
Notice to
Investors..............................................................
124
32.
Confidentiality..........................................................................
124
32.1
General
Restriction..............................................................
124
32.2
Exceptions.......................................................................
124
33.
Miscellaneous............................................................................
125
33.1
Amendments.......................................................................
125
33.2
Governing
Law....................................................................
125
33.3
Jurisdiction.....................................................................
125
33.4
Notify
Rating
Agencies...........................................................
126
33.5
Severability of
Provisions.......................................................
126
33.6
Counterparts.....................................................................
126
33.7
No
Revocation of Power of
Attorney...............................................
126
33.8
Certifications...................................................................
126
33.9
Payments.........................................................................
126
33.10
Waiver...........................................................................
126
33.11
Entire
Understanding.............................................................
126
33.12
Survival of
Indemnities..........................................................
126
33.13
Successors and
Assigns...........................................................
127
33.14
Moratorium
Legislation...........................................................
127
33.15
Privacy..........................................................................
127
33.16
Code of Banking
Practice (2003)..................................................
127
33.17
Contra
proferentem...............................................................
128
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Schedule 1 Form of Sale
Notice................................................................
129
Schedule 2 Forms of Power of Attorney
(other than for Queensland and Western Australia).......
130
Schedule 3 Form of Power of Attorney (For
Queensland)......................................... 135
Schedule 4 Form of Power of Attorney (for
Western Australia).................................. 139
Schedule 5 Eligibility
Criteria...............................................................
143
Schedule 6 Form of Security Certificate A$
Securities......................................... 144
Schedule 7 Form of Security
Transfer..........................................................
146
Schedule 8 Quarterly
Certificate..............................................................
150
Schedule 9 Form of Capital Unit
Certificate...................................................
161
Schedule 10 Form of Income Unit
Certificate...................................................
163
Schedule 11 Stepdown
Percentage...............................................................
165
Schedule 12 Form of Custodian Power of
Attorney...............................................
168
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This Series Supplement made at Sydney on 10
March 2004
Parties Commonwealth Bank of
Australia ABN 48 123 123 124 of Level 1, 48
Martin Place, Sydney (hereinafter included in the expressions
the
"Sellers" and the "Servicer")
Homepath Pty Limited ABN 35 081 986 530 of Level 7, 48 Martin
Place,
Sydney, Australia (hereinafter included in the expression the
"Sellers")
Securitisation Advisory Services Pty. Limited ABN 88 064 133 946
of
Level 7, 48 Martin Place, Sydney, Australia (hereinafter included
in
the expression the "Manager")
Perpetual Trustee Company Limited ABN 42 000 001 007 of Level 7,
9
Castlereagh Street, Sydney, Australia (hereinafter included in
the
expression the "Trustee")
Background
A. This Deed relates to the
Medallion Trust Series 2004-1G.
B. In accordance with the
Master Trust Deed, this Deed includes, amongst other
things, the
terms upon which:
(i) the Trustee may purchase Mortgage
Loans from each of the Sellers;
(ii) the Trustee
may issue Securities to fund such purchase; and
(iii) the
Trustee appoints the Servicer to service such Mortgage Loans
(if
purchased by the Trustee).
C. This Deed also provides for
the establishment of the CBA Trust.
D. The Trustee has agreed to
act as trustee of the CBA Trust on the terms and
conditions of
this Deed and the Master Trust Deed.
Operative provisions
--------------------------------------------------------------------------------
1. Definitions and
Interpretation
1.1 Definitions
In this Deed,
unless the contrary intention appears:
"A$" and
"Australian dollars" means the lawful currency for the time
being
of the
Commonwealth of Australia.
"A$ Class A-1
Interest Amount" in relation to a Distribution Date and the
Accrual Period
ending on that Distribution Date means an amount calculated
as follows:
N
CA1IA = ACA1IA * CA1IR * ---
365
where:
CA1IA
= the A$ Class A-1
Interest Amount for that Accrual Period;
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<PAGE>
ACA1IA = the A$
Equivalent of the aggregate Invested Amounts of the Class
A-1 Notes at the close of business on the first day of that
Accrual Period (after any reduction in the Invested Amounts on
that day);
CA1IR
= the A$ Class A-1
Interest Rate for that Accrual Period; and
N = the
number of days in that Accrual Period.
"A$ Class A-1
Interest Payment" in relation to a Distribution Date and the
Accrual Period
ending on that Distribution Date means the amount paid or
available to be paid
(as the case may be) on that Distribution Date
pursuant to
clause 10.2(k)(i) from the Available Income Amount in respect
of that
Distribution Date.
"A$ Class A-1
Interest Rate" in relation to an Accrual Period means the
aggregate
of:
(a) the Bank Bill Rate for that
Accrual Period; and
(b) the A$ Class A-1 Margin.
"A$ Class A-1
Margin" has the same meaning as the "Spread" specified in
paragraph 5.2 of
the confirmation for the Class A-1 Currency Swap.
"A$ Class A-1
Principal Amount" in relation to a Distribution Date means
the amount
referred to in clause 10.5(b)(i) in relation to that
Distribution
Date.
"A$ Class A-1
Unpaid Interest Amount" in relation to a Distribution Date
means the
aggregate of:
(a) any A$ Class A-1 Interest Amounts
remaining unpaid pursuant to clause
10.2(k)(i) from prior Distribution Dates; and
(b) interest on the A$ Class A-1
Interest Amounts referred to in paragraph
(a) at the A$ Class A-1 Interest Rate applicable from time to
time
from the date that that A$ Class A-1 Interest Amount first
became
payable under clause 10.2(k)(i) until (but not including) the
date
actually paid under clause 10.2(k)(i).
"A$ Class A-3
Interest Amount" in relation to a Distribution Date and the
Accrual Period
ending on that Distribution Date means an amount calculated
as follows:
N
CA3IA = ACA3IA * CA3IR * ---
365
where:
CA3IA
= the A$ Class A-3
Interest Amount for that Accrual Period;
ACA3IA = the A$
Equivalent of the aggregate Invested Amounts of the Class
A-3 Notes at the close of business on the first day of that
Accrual Period (after any reduction in the Invested Amounts on
that day);
CA3IR
= the A$ Class A-3
Interest Rate for that Accrual Period; and
N = the
number of days in that Accrual Period.
"A$ Class A-3
Interest Payment" in relation to a Distribution Date and the
Accrual Period
ending on that Distribution Date means the amount paid or
available to be
paid (as the case may be) on that Distribution Date
pursuant to
clause 10.2(k)(iii) from the Available Income Amount in respect
of that
Distribution Date.
2
<PAGE>
"A$ Class A-3 Interest Rate"
in relation to an Accrual Period means the
aggregate
of:
(a) the Bank Bill Rate for that
Accrual Period; and
(b) the A$ Class A-3 Margin.
"A$ Class A-3
Margin" has the same meaning as the "Spread" specified in
paragraph 5.2 of
the confirmation for the Class A-3 Currency Swap.
"A$ Class A-3
Principal Amount" in relation to a Distribution Date means
the amount
referred to in clause 10.5(b)(iii) in relation to that
Distribution
Date.
"A$ Class A-3
Unpaid Interest Amount" in relation to a Distribution Date
means the
aggregate of:
(a) any A$ Class A-3 Interest Amounts
remaining unpaid pursuant to clause
10.2(k)(iii) from prior Distribution Dates; and
(b) interest on the A$ Class A-3
Interest Amounts referred to in paragraph
(a) at the A$ Class A-3 Interest Rate applicable from time to
time
from the date that that A$ Class A-3 Interest Amount first
became
payable under clause 10.2(k)(iii) until (but not including) the
date
actually paid under clause 10.2(k)(iii).
"A$ Equivalent"
means:
(a) in relation to an amount which is
calculated, determined or expressed
in US$ or which includes a component determined or expressed in
US$
means that US$ amount or US$ component (as the case may be)
converted
into Australian dollars at the US$ Exchange Rate; and
(b) in relation to an amount which is
calculated, determined or expressed
in Euro or which includes a component determined or expressed in
Euro
means that Euro amount or Euro component (as the case may be)
converted into Australian dollars at the Euro Exchange Rate.
"A$ Security"
means, as the context requires, a Class A-2 Note, a Class B
Note, a Redraw
Bond or all or any of the foregoing.
"Accrual Period"
means initially the period commencing on (and including)
the Closing Date
and ending on (but excluding) the first Distribution Date
and, thereafter,
is each successive period starting on (and including) a
Distribution
Date and ending on (but excluding) the next Distribution Date.
The final
Accrual Period ends on (but excludes) the Termination Payment
Date and
commences on (and includes) the Distribution Date immediately
preceding the
Termination Payment Date.
"Accrued
Interest Adjustment" in relation to a Mortgage Loan means the
amount of
interest accrued on that Mortgage Loan for, and any fees in
relation to that
Mortgage Loan falling due for payment during, the period
commencing on
(and including) the Monthly Anniversary Date for that
Mortgage Loan
immediately prior to the Cut-Off Date and ending on (but
excluding) the
Closing Date and any accrued interest and fees due but
unpaid in
relation to that Mortgage Loan prior to that Monthly
Anniversary
Date.
"Adverse
Document Custody Audit Report" means a Document Custody Audit
Report in which
the overall custodial performance of the Servicer is graded
D in accordance
with the grading system referred to in clause 25.8.
"Adverse Effect"
means any event which (determined by the Manager unless
otherwise
expressly specified in this Deed or any other Transaction
Document)
materially and adversely
3
<PAGE>
affects the
amount of any payment due to be made to any Securityholder or
materially and
adversely affects the timing of such a payment.
"Agency
Agreement" means the Agency Agreement to be dated on or after
the
date of this
Deed and on or prior to the Closing Date and made between the
Trustee, the
Manager, The Bank of New York (as the initial Offshore Note
Trustee,
Principal Paying Agent, Agent Bank and US Dollar Note
Registrar)
and The Bank of
New York, London Branch (as the initial additional Paying
Agent and Euro
Note Registrar).
"Agent Bank" has
the same meaning as in the Agency Agreement.
"Arranging Fee"
means the fee payable to the Manager on each Distribution
Date calculated
in accordance with clause 19.2.
"Available
Income Amount" in relation to a Determination Date and the
immediately
following Distribution Date means the aggregate of:
(a) the Preliminary Income Amount as
at that Determination Date;
(b) any Liquidity Facility Advance due
to be made to meet a Gross Income
Shortfall on that Distribution Date;
(c) any Principal Draw due to be made
on that Distribution Date; and
(d) any other amounts received by the
Trustee from a Support Facility
Provider under a Support Facility on or prior to that
Distribution
Date which the Manager determines should be included in the
Available
Income Amount (other than any amounts already included in
paragraphs
(a), (b) or (c)).
"Available
Principal Amount" in relation to a Determination Date and the
immediately
following Distribution Date means an amount calculated as
follows:
APA = PPA + PDR
where:
APA = the
Available Principal Amount as at that Determination Date;
PPA = the
Preliminary Principal Amount as at that Determination Date; and
PDR = the
Principal Draw Reimbursement as at that Determination Date.
"Average
Delinquent Percentage" in relation to a Determination Date
means
the amount
(expressed as a percentage) calculated as follows:
SDP
ADP = ---
12
where:
ADP = the
Average Delinquent Percentage; and
SDP = the sum of
the Delinquent Percentages for the 12 Collection Periods
immediately preceding or ending (as the case may be) on that
Determination Date,
provided that if
on that Determination Date there has not yet been 12
Collection
Periods the Average Delinquent Percentage in relation to that
Determination
Date means the amount (expressed as a percentage) calculated
as follows:
4
<PAGE>
SDP
ADP = ---
N
where:
ADP = the
Average Delinquent Percentage;
SDP = the sum of
the Delinquent Percentages for all of the Collection
Periods preceding or ending (as the case may be) on that
Determination Date; and
N = the number of Collection
Periods preceding that Determination Date.
"Bank Bill Rate"
in relation to an Accrual Period means the rate appearing
at approximately
10.00 am Sydney time on the Rate Set Date for that Accrual
Period on the
Reuters Screen page "BBSW" as being the average of the mean
buying and
selling rates appearing on that page for a bill of exchange
having a tenor
of three months. If:
(a) on the Rate Set Date fewer than 4
banks are quoted on the Reuters
Screen page "BBSW"; or
(b) for any other reason the rate for
that Rate Set Date cannot be
determined in accordance with the foregoing procedures,
then the "Bank
Bill Rate" means such rate as is specified by the Manager
having regard to
comparable indices then available. Notwithstanding the
foregoing, if
the initial Accrual Period is less than or greater than three
months, the
relevant rate for that Accrual Period will be determined by the
Manager by
straight-line interpolation by reference to two available rates
one of which is
the Bank Bill Rate on that date for the period next shorter
than the length
of that Accrual Period and the other of which is the Bank
Bill Rate on
that date for the period next longer than the length of that
Accrual
Period.
"Basis Swap" has
the same meaning as in the Interest Rate Swap Agreement.
"Binding
Provision" means any provision of the Code of Banking Practice
released by the
Australian Bankers' Association on 3 November 1993, any
other code or
arrangement binding on a Seller or the Servicer and any laws
applicable to
ADIs or other lenders in the business of making retail home
loans.
"Borrower" in
relation to a Mortgage Loan means the person or persons to
whom a loan or
other financial accommodation has been provided under that
Mortgage Loan
and includes, where the context requires, the mortgagor under
the
corresponding Mortgage.
"Break Benefits"
in relation to a Determination Date means the total break
benefits paid by
or on behalf of the Trustee during the Collection Period
ending on that
Determination Date to a Borrower in relation to a Mortgage
Loan which is
then part of the Assets of the Series Trust arising from the
early
termination of that Mortgage Loan or the early termination of a
fixed
interest rate
period under that Mortgage Loan.
"Break Costs" in
relation to a Determination Date means the total break
costs, or
amounts in respect of break costs, received by or on behalf of
the Trustee
during the Collection Period ending on that Determination Date
from a Borrower,
GEMI, GEMICO, PMI or any other person in relation to a
Mortgage Loan
which is then part of the Assets of the Series Trust (or was
immediately
prior to its Liquidation Date or the date that it was assigned
under a Mortgage
Insurance Policy, an Asset of the Series Trust) arising
from the early
termination of that Mortgage Loan or the early termination
of a fixed
interest rate period under that Mortgage Loan.
5
<PAGE>
"Business Day"
means any day on which banks are open for business in
Sydney, New York
City and London and which is also a TARGET Settlement Day,
other than a
Saturday, a Sunday or a public holiday in Sydney, New York
City or
London.
"Capital Unit"
means the Class A Capital Unit and the Class B Capital Unit.
"Cash Advance
Deposit" has the same meaning as in the Liquidity Facility
Agreement.
"Caveat" in
relation to a Mortgage forming part of the Assets of the Series
Trust or in
relation to a Shared Security means a land titles office caveat
in registrable
form which, upon registration, is effective to protect the
Trustee's
interest as equitable assignee of the relevant Seller's
interest
in that Mortgage
or, in the case of a Shared Security, is effective to
protect that
Seller's interest as beneficiary of the CBA Trust in that
Shared
Security.
"Caveat and
Transfer Details" in relation to each Mortgage forming part of
the Assets of
the Series Trust means such details as may be required by the
relevant land
titles office in order to lodge and obtain registration of
Caveat and/or
Mortgage Transfers.
"CBA" means
Commonwealth Bank of Australia ABN 48 123 123 124.
"CBA Trust"
means each of the trusts constituted in favour of the Sellers
pursuant to
clause 2.1 and all references to "CBA Trust" shall mean each or
both such trusts
(as the context may require).
"CBA Trust
Assets" means all assets and property, real and personal
(including
choses in action and other rights), tangible and intangible,
present or
future, held by the Trustee as trustee of the CBA Trust from
time to time
and, in relation to a Seller, means:
(a) the A$100 paid to the Trustee on
behalf of that Seller pursuant to
clause 2.1;
(b) each CBA Trust Asset assigned by
that Seller to the Trustee;
(c) any proceeds of the foregoing
which are CBA Trust Assets; and
(d) any other CBA Trust Asset
determined by the Manager, and notified to
the Trustee, to be a CBA Trust Asset in relation to that
Seller.
"Certificate of
Title" in relation to a Mortgaged Property means the
certificate of
title or other documents evidencing title to that Mortgaged
Property
(including, if applicable, the documents forming any abstract
of
that title) or
where the certificate of title or other documents have been
cancelled due to
the computerisation of the register, any original
registration
confirmation, notification or statement which the relevant
Seller has in
its files.
"Charge" has the
same meaning as in the Security Trust Deed.
"Class A-1
Chargeoff Percentage" in relation to a Determination Date means
the amount
(expressed as a percentage) calculated as follows:
CA1SA
CA1CP = -----------------------------------
CA1SA + CA2SA + CA3SA + RBSA + SRFP
where:
CA1CP = the
Class A-1 Chargeoff Percentage in relation to that
Determination Date;
CA1SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-1
Notes on that Determination Date;
6
<PAGE>
CA2SA = the
aggregate Stated Amounts of the Class A-2 Notes on that
Determination Date;
CA3SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-3
Notes or that Determination Date;
RBSA
= the aggregate Stated
Amount of the Redraw Bonds on that
Determination Date; and
SRFP
= the Standby Redraw
Facility Principal on that Determination Date.
"Class A-1
Currency Swap" means the transaction entitled "Confirmation -
Class A-1
Currency Swap" entered into by the Trustee under the Currency
Swap Agreement
on or after the date of this Deed and on or prior to the
Closing
Date.
"Class A-1
Interest Amount" has the same meaning as in the Offshore Note
Conditions.
"Class A-1
Interest Payment" in relation to a Distribution Date means each
US$ Class A-1
Interest Payment (as that term is defined in the Class A-1
Currency Swap)
paid or payable (as the case may be) by the Currency Swap
Provider to or
at the direction of the Trustee on that Distribution Date in
accordance with
the Class A-1 Currency Swap.
"Class A-1
Noteholder" has the same meaning as in the Offshore Note
Conditions.
"Class A-1
Notes" has the same meaning as in the Offshore Note Conditions.
"Class A-1
Percentage" in relation to a Determination Date means the
amount
(expressed as a
percentage) calculated as follows:
CA1SA
CA1P = ---------------------
CA1SA + CA2SA + CA3SA
where:
CA1P
= the Class A-1
Percentage;
CA1SA = the A$
Equivalent of the aggregate Stated Amount of the Class A-1
Notes on that Determination Date;
CA2SA = the
aggregate Stated Amount of the Class A-2 Notes on that
Determination Date; and
CA3SA = the A$
Equivalent of the aggregate Stated Amount of the Class A-3
Notes on that Determination Date.
"Class A-1
Unpaid Interest Amount" has the same meaning as in the Offshore
Note
Conditions.
"Class A-2
Chargeoff Percentage" in relation to a Determination Date means
the amount
(expressed as a percentage) calculated as follows:
CA2SA
CA2CP = -----------------------------------
CA1SA + CA2SA + CA3SA + RBSA + SRFP
where:
CA2CP = the
Class A-2 Chargeoff Percentage in relation to that
Determination Date;
7
<PAGE>
CA1SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-1
Notes on that Determination Date;
CA2SA = the
aggregate Stated Amounts of the Class A-2 Notes on that
Determination Date;
CA3SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-3
Notes on that Determination Date;
RBSA
= the aggregate Stated
Amount of the Redraw Bonds on that
Determination Date; and
SRFP
= the Standby Redraw
Facility Principal on that Determination Date.
"Class A-2 Note"
means a debt security issued by the Trustee, in its
capacity as
trustee of the Series Trust, pursuant to the provisions of this
Deed and the
Dealer Agreement and forming part of the Class of Securities
described in
clause 5.1(b) as Class A-2 Notes.
"Class A-2
Noteholder" means at any time the person recorded at that time
in the Register
as the holder of a Class A-2 Note.
"Class A-2
Percentage" in relation to a Determination Date means the
amount
(expressed as a
percentage) calculated as follows:
CA2SA
CA2P = ---------------------
CA1SA + CA2SA + CA3SA
where:
CA2P
= the Class A-2
Percentage;
CA1SA = the A$
Equivalent of the aggregate Stated Amount of the Class A-1
Notes on that Determination Date;
CA2SA = the
aggregate Stated Amount of the Class A-2 Notes on that
Determination Date; and
CA3SA = the A$
Equivalent of the aggregate Stated Amount of the Class A-3
Notes on that Determination Date.
"Class A-3
Chargeoff Percentage" in relation to a Determination Date means
the amount
(expressed as a percentage) calculated as follows:
CA3SA
CA3CP = -----------------------------------
CA1SA + CA2SA + CA3SA + RBSA + SRFP
where:
CA3CP = the
Class A-3 Chargeoff Percentage in relation to that
Determination
Date;
CA1SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-1
Notes on that Determination Date;
CA2SA = the
aggregate Stated Amounts of the Class A-2 Notes on that
Determination Date;
CA3SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-3
Notes on that Determination Date;
8
<PAGE>
RBSA
= the aggregate Stated
Amount of the Redraw Bonds on that
Determination Date; and
SRFP
= the Standby Redraw
Facility Principal on that Determination Date.
"Class A-3
Currency Swap" means the transaction entitled "Confirmation -
Class A-3
Currency Swap" entered into by the Trustee under the Currency
Swap Agreement
on or about the Closing Date.
"Class A-3
Interest Amount" has the same meaning as in the Offshore Note
Conditions.
"Class A-3
Interest Payment" in relation to a Distribution Date means each
(euro) Class A-3
Interest Payment (as that term is defined in the Class A-3
Currency Swap)
paid or payable (as the case may be) by the Currency Swap
Provider to or
at the direction of the Trustee on that Distribution Date in
accordance with
the Class A-3 Currency Swap.
"Class A-3
Noteholder" has the same meaning as in the Offshore Note
Conditions.
"Class A-3
Notes" has the same meaning as in the Offshore Note Conditions.
"Class A-3
Percentage" in relation to a Determination Date means the
amount
(expressed as a
percentage) calculated as follows:
CA3SA
CA3P = ---------------------
CA1SA + CA2SA + CA3SA
where:
CA3P
= the Class A-3
Percentage;
CA1SA = the A$
Equivalent of the aggregate Stated Amount of the Class A-1
Notes on that Determination Date;
CA2SA = the
aggregate Stated Amount of the Class A-2 Notes on that
Determination Date; and
CA3SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-3
Notes on that Determination Date.
"Class A-3
Unpaid Interest Amount" has the same meaning as in the Offshore
Note
Conditions.
"Class A Capital
Unit" means the Class A Capital Unit in the Series Trust
referred to in
clause 3.2.
"Class A Capital
Unitholder" means the Unitholder of the Class A Capital
Unit.
"Class A Note"
means, as the context requires, a Class A-1 Note, a Class
A-2 Note, a Class A-3 Note
or all or any of them.
"Class A
Noteholder" means, as the context requires, a Class A-1
Noteholder, a
Class A-2 Noteholder, a Class A-3 Note or all or any of them.
"Class A
Percentage" in relation to a Determination Date means the
amount
(expressed as a
percentage) calculated as follows:
SAA
CAP = ---
NSA
9
<PAGE>
where:
CAP = the Class
A Percentage;
SAA = the
aggregate of the A$ Equivalent of the Stated Amounts for the
Offshore Notes and the Stated Amounts for the Class A-2 Notes on
that
Determination Date; and
NSA = the
aggregate of the A$ Equivalent of the Stated Amounts for the
Offshore Notes and the Stated Amounts for the Class A-2 Notes and
the
Class B Notes, on that Determination Date.
"Class A
Principal Distribution" in relation to a Distribution Date
means
the amount
calculated as follows:
CAPD = CASPA + CAUPA + (SDP * CBUPA)
where:
CAPD
= the Class A
Principal Distribution;
CASPA = the
Class A Scheduled Principal Amount on the immediately preceding
Determination Date;
CAUPA = the
Class A Unscheduled Principal Amount on the immediately
preceding Determination Date;
SDP = the Stepdown Percentage on
the immediately preceding Determination
Date; and
CBUPA = the
Class B Unscheduled Principal Amount on the immediately
preceding Determination Date.
"Class A
Scheduled Principal Amount" in relation to a Determination Date
means the amount
calculated as follows:
CASPA = CAP * NSPA
where:
CASPA = the
Class A Scheduled Principal Amount;
CAP = the Class A Percentage on
that Determination Date; and
NSPA
= the Net Scheduled
Principal Amount on that Determination Date.
"Class A
Unscheduled Principal Amount" in relation to a Determination
Date
means the amount
calculated as follows:
CAUPA = CAP * NUPA
where:
CAUPA = the
Class A Unscheduled Principal Amount;
CAP = the Class A Percentage on
that Determination Date; and
NUPA
= the Net Unscheduled
Principal Amount on that Determination Date.
10
<PAGE>
"Class B
Available Support" in relation to a Determination Date means an
amount
(expressed as a percentage) calculated as follows:
SAB
CBAS = ----------
ASA + SRFL
where:
CBAS = the Class
B Available Support;
SAB = the aggregate Stated Amount for
the Class B Notes on that
Determination Date;
ASA = the aggregate of the A$
Equivalent of the Stated Amounts of the
Offshore Notes, and the Stated Amounts for the A$ Securities,
on
that Determination Date; and
SRFL = the
Standby Redraw Facility Limit on that Determination Date.
"Class B Capital
Unit" means the Class B Capital Unit in the Series Trust
referred to in
clause 3.2.
"Class B Capital
Unitholder" means the Unitholder of the Class B Capital
Unit.
"Class B Note"
means a debt security issued by the Trustee, in its capacity
as trustee of
the Series Trust, pursuant to the provisions of this Deed and
the Dealer
Agreement and forming part of the Class of Securities described
in clause 5.1(d)
as Class B Notes.
"Class B
Noteholder" means at any time the person recorded at that time
in
the Register as
the holder of a Class B Note.
"Class B
Percentage" in relation to a Determination Date means 100% less
the Class A
Percentage for that Determination Date.
"Class B
Required Support" in relation to a Determination Date means the
amount
(expressed as a percentage) calculated as follows:
IIA
CBRS = ----
AIIA
where:
CBRS = the Class
B Required Support;
IIA = the aggregate Initial Invested
Amount for the Class B Notes; and
AIIA = the
aggregate of the A$ Equivalent of the Initial Invested Amounts
of the Offshore Notes and the Initial Invested Amounts for the
A$
Securities, on that Determination Date.
"Class B
Unscheduled Principal Amount" in relation to a Determination
Date
means the amount
calculated as follows:
CBUPA = CBP * NUPA
where:
CBUPA = the
Class B Unscheduled Principal Amount;
11
<PAGE>
CBP = the Class B Percentage on
that Determination Date; and
NUPA
= the Net Unscheduled
Principal Amount on that Determination Date.
"Clean-up
Settlement Date" means the Distribution Date determined in
accordance with
clause 23.3.
"Clean-up
Settlement Price" means the amount calculated in accordance
with
clause 23.4.
"Closing Date"
means the date specified by a Seller to the Trustee and the
Manager in a
Sale Notice (if any) to be the Closing Date (or such other
date as the
Manager may notify the Trustee and that Seller in accordance
with that Sale
Notice).
"Collateral
Security" means in respect of a Mortgage Loan:
(a) any:
(i) Security Interest;
or
(ii) guarantee, indemnity or other assurance,
which secures or otherwise provides for the repayment or payment
of
that Mortgage Loan but does not include the Mortgage relating to
that
Mortgage Loan; or
(b) any Mortgage Insurance Policy or
Insurance Policy in respect of the
Mortgage relating to the Mortgage Loan or the Land secured by
the
Mortgage relating to that Mortgage Loan.
A Collateral
Security referred to in paragraph (a) may be given under the
same document
that evidences the Mortgage Loan to which that Collateral
Security
relates.
"Collection
Period" means:
(a) with respect to the first
Determination Date, the period commencing on
(and including) the Cut-Off Date and ending on (but excluding)
that
Determination Date; and
(b) with respect to each subsequent
Determination Date, the period
commencing on and including the previous Determination Date and
ending
on (but excluding) that Determination Date.
"Collections"
means Finance Charge Collections, Other Income Amounts,
Mortgage Insurance
Income Proceeds, Principal Collections and Other
Principal
Amounts.
"Collections
Account" means the account established and maintained pursuant
to clause 22.1
or any new account established as the Collections Account
under clause
22.3.
"Competent
Authority" means a court, tribunal, authority, ombudsman or
other entity
whose decisions, findings, orders, judgment or determinations
(howsoever
reached) are binding on a Seller or the Servicer.
"Consideration"
means the aggregate Mortgage Loan Principal of the Mortgage
Loans assigned
to the Trustee as at the Cut-Off Date.
"Consumer Credit
Code" means the Consumer Credit Code set out in the
Appendix to the
Consumer Credit (Queensland) Act 1994 as in force or
applied as a law
of any Australian jurisdiction.
"Corporations
Act" means the Corporations Act 2001 (Cth).
12
<PAGE>
"Currency Swap"
means, as the context requires, the Class A-1 Currency Swap
and/or the Class
A-3 Currency Swap.
"Currency Swap
Agreement" means the ISDA Master Agreement between the
initial Currency
Swap Provider, the Trustee and the Manager, together with
a schedule and a
credit support annex which provides for the Class A-1
Currency Swap
and the Class A-3 Currency Swap and includes any substitute
agreement in
place of an existing Currency Swap Agreement.
"Currency Swap
Provider" means initially CBA and includes any other person
that
subsequently enters into a Currency Swap Agreement with the
Trustee
and the
Manager.
"CU
Securitisation Services" means CU Securitisation Services Pty
Limited
ACN 103 939
500.
"Custodian"
means CBA.
"Cut-Off Date"
means the date specified by a Seller as such in a Sale
Notice (or such
other date as the Manager may notify the Trustee and that
Seller in
accordance with that Sale Notice).
"Dealer
Agreement" means the Dealer Agreement dated on or after the date
of
this Deed and on
or prior to the Closing Date between the Trustee, the
Manager, CBA (as
lead manager) and the other institutions (if any) named
therein (as
managers) and pursuant to which the lead manager and such other
managers agree
to subscribe for or procure subscriptions for the Class A-2
Notes and Class
B Notes.
"Deed of
Indemnity" means the Deed of Indemnity dated on or after the
date
of this Deed and
on or prior to the Closing Date between the Trustee and
CBA pursuant to
which CBA, for itself and Homepath, agrees to indemnify the
Trustee on the
terms and subject to the conditions set out in that deed.
"Delinquent
Percentage" in relation to a Collection Period means the amount
(expressed as a
percentage) calculated as follows:
DMLP
DP = ----
AMLP
where:
DP = the Delinquent
Percentage;
DMLP = the
aggregate Mortgage Loan Principal on the last day of that
Collection Period in relation to Mortgage Loans which are then
part
of the Assets of the Series Trust and in relation to which a
payment
due from the Borrower has been in arrears (on that day) by more
than
60 days; and
AMLP = the
aggregate Mortgage Loan Principal on the last day of that
Collection Period in relation to Mortgage Loans which are then
part
of the Assets of the Series Trust.
"Depository"
means each organisation registered as a clearing agency
pursuant to
section 17A of the United States Securities Exchange Act of
1934 that agrees
with the Manager and the Trustee to hold Offshore Notes
(directly or
through a nominee) and initially means The Depository Trust
Company, in
respect of the Class A-1 Notes, and a common depository for
Clearstream
Banking, societe anonyme and the Euroclear System, in respect
of the Class A-3
Notes.
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<PAGE>
"Determination
Date" means the first day of the calendar month in which
each
Distribution Date occurs. The first Determination Date is 1 May
2004.
"Distribution
Date" means the 25th day of each February, May, August and
November (or if
such a day is not a Business Day, the next Business Day).
The first
Distribution Date is 25 May 2004 (or if that day is not a
Business Day,
the next Business Day).
"Document
Custody Audit Report" means a report by the Auditor of the
Series
Trust in
accordance with clause 25.
"Document
Transfer Event" means each of the events referred to in clause
25.11.
"Eligible
Depository" means a financial institution which has assigned to
it short term
credit ratings equal to or higher than (as the case may be)
A-1 by S&P
and P-1 by Moody's and includes the Servicer to the extent
that:
(a) it is rated in this manner; or
(b) the Rating Agencies confirm that
the rating of the Servicer at a lower
level will not result in a reduction, qualification or withdrawal
of
the ratings given by the Rating Agencies to the Securities.
"Eligible
Deposit Account" means an account with an Eligible Depository.
"Eligibility
Criteria" has the meaning set out in Schedule 5.
"Euro" and
"(euro)" mean the lawful currency of the member states of the
European Union
that adopt the single currency in accordance with the EC
Treaty.
"Euro
Equivalent" in relation to an amount which is calculated,
determined
or expressed in
A$ or which includes a component determined or expressed in
A$ means the A$
amount or A$ component (as the case may be) converted into
Euro at the Euro
Exchange Rate.
"Euro Exchange
Rate" means "(euro) Exchange Rate" specified in paragraph 7
of the
confirmation for the Class A-3 Currency Swap.
"Excess
Distribution" in relation to a Distribution Date means the
amount
(if any) payable
to the Income Unitholder on that Distribution Date
pursuant to
clause 10.2(p).
"Expenses" means
all amounts relating to the Series Trust referred to in
clause 16.11 of
the Master Trust Deed and includes (without limiting the
generality of
the foregoing and without double counting) the aggregate of:
(a) any reasonable Property Protection
Expenses or Mortgage Enforcement
Expenses incurred by the Servicer in connection with the
management,
maintenance or sale of any Mortgaged Property or in the enforcement
of
any Mortgage Documents;
(b) the cost of registering any
Caveats or Mortgage Transfers in relation
to Mortgages forming part of the Assets of the Series Trust, to
the
extent not reimbursed by a Seller in accordance with this Deed;
(c) any reasonable fees, charges and
moneys payable to any consultant
appointed by the Trustee, the Manager or the Servicer and all
disbursements, expenses, duties and outgoings properly chargeable
in
respect of such consultant;
(d) subject to clause 8.7, any Break
Benefits;
(e) the Security Trustee's Expenses;
and
14
<PAGE>
(f) any amount received by the Trustee
or the Servicer on or after the
Cut-Off Date in respect of a Mortgage Loan forming part of the
Assets
of the Series Trust, related Mortgage or related First Layer of
Collateral Security which the Servicer, pursuant to a decision,
finding, order, judgment or determination of a Competent Authority
or
pursuant to a Binding Provision or based on advice from its
legal
advisers (either internal or external), has repaid to the
liquidator
or the trustee-in-bankruptcy (as the case may be) of a Borrower or
the
grantor of a First Layer of Collateral Security as a result of
the
insolvency or bankruptcy (as the case may be) of the Borrower or
the
grantor of the First Layer of Collateral Security,
but does not
include any amount referred to in clauses 10.2(a)-(g)
(inclusive) and
(i)-(p) (inclusive), 10.3, 10.4, 10.5 or 10.6.
"Fair Market
Value" in relation to a Mortgage Loan means the fair market
value for that
Mortgage Loan determined by CBA's external auditors and
which value
reflects the performing or non-performing status (as determined
by the Servicer)
of that Mortgage Loan and any benefit which the intended
purchaser will
have in respect of that Mortgage Loan under any relevant
Support
Facility.
"Finance Charge
Collections" in relation to a Collection Period means the
aggregate of the
following amounts (without double counting) received by or
on behalf of the
Trustee during that Collection Period in respect of the
Mortgage Loans
then forming part of the Assets of the Series Trust:
(a) all amounts received under or in
respect of the Mortgage Loans
(including Liquidation Proceeds) in respect of interest, fees,
Government Charges or other amounts due under the Mortgage Loans
(less
reversals made during the period in respect of interest or
other
charges in relation to any of the accounts where the original
debit
entry (or part thereof) was in error) but excluding principal and
any
insurance premiums and related charges payable to the relevant
Seller;
(b) all amounts of interest received
under or in respect of the Mortgage
Loans and the Mortgage Loan Rights to the extent that the
obligations
to pay such amounts are discharged by the exercise during that
Collection Period of a right of set-off or right to combine
accounts;
and
(c) subject to clause 8.7, any Break
Costs,
but does not
include any Mortgage Insurance Income Proceeds or Other Income
Amounts.
"First Layer of
Collateral Securities" in relation to a Mortgage Loan
means:
(a) the Collateral Securities (other
than any Mortgage Insurance Policy
relating to that Mortgage Loan or any related Insurance Policies)
from
time to time appearing in the records of the relevant Seller in
relation to that Mortgage Loan to be intended as security for
that
Mortgage Loan;
(b) any Mortgage Insurance Policy
relating to that Mortgage Loan; and
(c) any related Insurance
Policies,
notwithstanding
that by their terms the Collateral Securities (other than
the Mortgage
Insurance Policies or any Insurance Policies) may also secure
other
liabilities to that Seller.
"Fixed Rate
Swap" has the same meaning as in the Interest Rate Swap
Agreement.
"Foreign
Currency" means any currency other than Australian dollars.
"GEMI" means GE
Mortgage Insurance Pty Ltd ABN 61 071 466 334.
15
<PAGE>
"GEMICO" means
GE Capital Mortgage Insurance Corporation (Australia) Pty
Ltd ABN 52 081
488 440.
"Government
Charges" means any amount debited to the accounts established
in the
Servicer's records for the Mortgage Loans representing bank
accounts
debits tax or
similar tax or duty imposed by any Governmental Agency.
"Gross Income
Shortfall" in relation to a Determination Date means the
amount (if any)
by which the Required Income Amount for that Determination
Date exceeds the
Preliminary Income Amount for that Determination Date.
"Gross
Unscheduled Principal Amount" in relation to a Determination
Date
means the amount
calculated as follows:
GUPA = OPA + PCOR + RBA + SRFA + PDR
where:
GUPA = the Gross
Unscheduled Principal Amount;
OPA = the Other Principal Amounts on
that Determination Date;
PCOR = the
Principal Chargeoff Reimbursement on that Determination Date;
RBA = the Redraw Bond Amount on that
Determination Date;
SRFA = the
Standby Redraw Facility Advance to be made on the immediately
following Distribution Date; and
PDR = the Principal Draw Reimbursement
as at that Determination Date.
"GST" means the
goods and services tax imposed pursuant to the GST Act.
"GST Act" means
A New Tax System (Goods and Services Tax) Act, 1999.
"Hedge Provider"
means an Interest Rate Swap Provider or a Currency Swap
Provider.
"Homepath" means
Homepath Pty Limited ABN 35 081 986 530.
"Income Loss" in
relation to a Mortgage Loan, means on the Liquidation Date
for that
Mortgage Loan, the aggregate of:
(a) all interest payable in respect of
that Mortgage Loan up to and
including the
Liquidation Date calculated at the Mortgage Rate and
otherwise in accordance with the Mortgage Documents, whether or
not
such interest has been capitalised;
(b) all fees and other charges of any
type whatsoever payable in respect
of that Mortgage Loan up to and including the Liquidation Date
in
accordance with the Mortgage Documents, whether or not such fees
and
other charges have been capitalised; and
(c) any Property Protection Expenses
and Mortgage Enforcement Expenses
incurred in connection with that Mortgage Loan up to and including
the
Liquidation Date,
less:
(d) any Liquidation Proceeds received
in respect of that Mortgage Loan up
to and including the
Liquidation Date in respect of that Mortgage Loan
provided that Liquidation Proceeds will only be included in
this
paragraph (d) to the extent that the resulting Income Loss is zero
or
a positive number.
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<PAGE>
"Income Unit"
means an Income Unit in the Series Trust referred to in
clause 3.1.
"Income
Unitholder" means any Unitholder of an Income Unit.
"Initial
Invested Amount" in relation to a Offshore Note has the meaning
given to it in
clause 5.5(a) and in relation to an A$ Security has the
meaning given to
it in clause 5.5(b).
"Insurance
Policy" means any insurance policy (whether present or future)
under which the
improvements on the Land the subject of a Mortgage or a
Collateral
Security are insured against destruction or damage by events
which include
fire.
"Insurance
Proceeds" means the proceeds paid by an insurer pursuant to any
Insurance
Policy.
"Interest
Amount" in relation to an A$ Security and an Accrual Period
means
the aggregate
interest accrued on that A$ Security during that Accrual
Period pursuant
to clause 5.6(b).
"Interest Rate"
in relation to an A$ Security and an Accrual Period means
the aggregate
of:
(a) the Bank Bill Rate for that
Accrual Period; and
(b) the Issue Margin for that A$
Security.
"Interest Rate
Basis Cap" has the same meaning as in the Interest Rate Swap
Agreement.
"Interest Rate
Swap Agreement" means an agreement in the form of an amended
ISDA Master
Agreement dated on or after the date of this Deed and on or
prior to the
Closing Date between the Trustee, the Manager and the initial
Interest Rate
Swap Provider which provides for each of:
(a) the Fixed Rate Swap;
(b) the Basis Swap; and
(c) the Interest Rate Basis Cap,
and includes any
substitute agreement in place of an existing Interest Rate
Swap
Agreement.
"Interest Rate
Swap Provider" means initially CBA and includes any other
person that
subsequently enters into an Interest Rate Swap Agreement with
the Trustee and
the Manager.
"Interest Rate
Swap Provider Deposit" means any amount deposited by the
Interest Rate
Swap Provider in the Collections Account or any other account
held by the
Trustee as trustee of the Series Trust by way of prepayment of
the Interest
Rate Swap Provider's payment obligations under the Interest
Rate Swap
Agreement.
"Invested
Amount" in relation to:
(a) a Offshore Note at any time has
the same meaning as in the Offshore
Note Conditions; and
(b) an A$ Security at any time means
the Initial Invested Amount of that
A$ Security less the aggregate of all amounts previously paid
in
relation to that A$ Security on account of principal pursuant
to
clause 10.5.
"Issue Date" in
relation to a Security means the day on which the Security
is issued by the
Trustee.
"Issue Margin"
in relation to:
17
<PAGE>
(a) a Class A-2 Note and a Class B
Note means, subject to the following:
(i) in the case of a
Class A-2 Note, for the period from, and
including, the Closing Date to (but excluding) the Step-Up Date
and, in the case of a Class B Note, to (but excluding) the date
on which the Class B
Note ceases to accrue interest in accordance
with clause 5.6(b), the margins expressed as a percentage per
annum applying in relation, respectively, to each Class A-2
Note
and each Class B Note determined in accordance with the Dealer
Agreement and advised by the Manager to the Trustee; and
(ii) in respect of a Class A-2 Note only, for the period from,
and
including, the Step-Up Date to (but excluding) the date on
which
the Class A-2 Note ceases to accrue interest in accordance with
clause 5.6(b), double the margin referred to in paragraph (i)
in
relation to that Class A-2 Note,
provided that if on or after the Step-Up Date the Trustee, at
the
direction of the Manager, proposes to exercise its option to
redeem
the Securities at their Stated Amount in accordance with Condition
7.3
of the Offshore Note Conditions on a Distribution Date but is
unable
to do so because, following a meeting of Securityholders
convened
under the provisions of the Security Trust Deed by the Manager
for
this purpose, the Securityholders have not approved by an
Extraordinary Resolution the redemption of the Securities at
their
Stated Amount, then the Issue Margin in relation to each Class
A-2
Note from, and including that Distribution Date to, but excluding,
the
date on which the Class A-2 Note ceases to accrue interest in
accordance with clause 5.6(b) will be the margin in relation to
the
Class A-2 Notes referred to in sub-paragraph (a)(i) above; and
(b) a Redraw Bond means the margin
expressed as a percentage per annum
applying to the Redraw Bond determined in accordance with a
Dealer
Agreement (as defined in the Master Trust Deed) in relation to
those
Redraw Bonds and advised by the Manager to the Trustee.
"Land"
means:
(a) land (including tenements and
hereditaments corporeal and incorporeal
and every estate and interest in it whether vested or
contingent,
freehold or Crown leasehold, the term of which lease is expressed
to
expire not earlier than 5 years after the maturity of the
relevant
Mortgage, and whether at law or in equity) wherever situated
and
including any fixtures to land; and
(b) any parcel and any lot, common
property and land comprising a parcel
within the meaning of the Strata Schemes (Freehold Development)
Act
1973 (New South Wales) or the Community Land Development Act,
1989
(New South Wales) or any equivalent legislation in any other
Australian jurisdiction.
"Liquidated
Mortgage Loan" means a Mortgage Loan with respect to which a
Material Default
has occurred and with respect to which the Servicer has
determined that
all Liquidation Proceeds likely to be recoverable have been
recovered,
having regard to:
(a) any enforcement of the relevant
Mortgage Documents;
(b) any sale of the relevant Mortgaged
Property;
(c) any proceeds paid on the
compulsory acquisition of the relevant
Mortgaged Property by any Governmental Agency;
(d) any Insurance Proceeds paid or
payable under any relevant Insurance
Policy;
18
<PAGE>
(e) any payments received from any
relevant Borrower; and
(f) such other matters as the Servicer
reasonably determines to be
relevant.
"Liquidation
Date" in relation to a Mortgage Loan means the date on which
such Mortgage
Loan becomes a Liquidated Mortgage Loan.
"Liquidation Proceeds"
in relation to a Mortgage Loan means the amount
received by or
on behalf of the Trustee in connection with the liquidation
of such Mortgage
Loan including, without limitation:
(a) proceeds arising from the
enforcement of the relevant Mortgage and
sale of the relevant Mortgaged Property;
(b) proceeds arising from the
enforcement of the relevant Mortgage
Documents;
(c) Insurance Proceeds under any
relevant Insurance Policy; and
(d) proceeds arising from any
resumption or compulsory acquisition of the
relevant Mortgaged Property by any Governmental Agency,
but does not
include:
(e) any amount required pursuant to
the terms of any relevant Mortgage
Document
or any law to be paid to the Borrower, including any person
having an interest in the Mortgaged Property as a mortgagee;
(f) if the Trustee is a party to a
Fixed Rate Swap, any Break Costs;
(g) any Mortgage Insurance Income
Proceeds; and
(h) any Mortgage Insurance Principal
Proceeds.
"Liquidity
Facility" means a liquidity facility made available by a
Liquidity
Facility Provider to the Trustee pursuant to the Liquidity
Facility
Agreement.
"Liquidity
Facility Advance" in relation to a Distribution Date means the
amount to be
advanced to the Trustee on that Distribution Date under the
Liquidity
Facility.
"Liquidity
Facility Agreement" means the Liquidity Facility Agreement
dated
on or after the date
of this Deed and on or prior to the Closing Date
between the
Trustee, the Manager and the initial Liquidity Facility
Provider and
includes any substitute liquidity facility agreement entered
into by the
Trustee as trustee of the Series Trust in place of an existing
Liquidity
Facility Agreement.
"Liquidity
Facility Commitment Fee" means in relation to a Determination
Date and the
immediately following Distribution Date, the commitment fee
payable to the
Liquidity Facility Provider on that Distribution Date
pursuant to the
Liquidity Facility Agreement.
"Liquidity
Facility Interest" in relation to a Distribution Date means the
interest due on
that Distribution Date pursuant to the terms of the
Liquidity
Facility Agreement.
"Liquidity
Facility Principal" in relation to a Determination Date and the
immediately
following Distribution Date means the aggregate of all
Liquidity
Facility Advances outstanding under the Liquidity Facility
Agreement at
that Determination Date.
"Liquidity
Facility Provider" means initially CBA and each other person
who
may from time to
time provide a Liquidity Facility.
19
<PAGE>
"Loan Agreement"
means, with respect to a Mortgage Loan, any agreement,
schedule, terms
and conditions, letter, application, approval or other
document (other
than the relevant Mortgage) relating to the provision of
financial
accommodation by the relevant Seller to the Borrower in
connection with
that Mortgage Loan.
"Loan Files" in
relation to a Mortgage Loan means such books, records,
paper and
electronic files (whether originals or copies) relating to that
Mortgage Loan
(other than the Mortgage Documents) which the Servicer has in
its custody.
"Loan to Value
Ratio" in relation to a Mortgage Loan means the amount
(expressed as a
percentage) calculated as follows:
L
---
V
where:
L = the amount
of that Mortgage Loan outstanding as at the date of
determination or if at the date of determination that Mortgage Loan
has
not been made, the amount of the then proposed Mortgage Loan;
and
V = the
aggregate value of the Land subject to any Mortgage recorded as
securing that Mortgage Loan, as determined in accordance with the
then
Servicing Standards.
"Loss Recovery"
in relation to a Liquidated Mortgage Loan means all amounts
received by or
on behalf of the Trustee in respect of that Liquidated
Mortgage Loan
after the relevant Liquidation Date.
"Management Fee" means
the fee payable to the Manager on each Distribution
Date in
accordance with clause 19.1.
"Manager" means
Securitisation Advisory Services Pty. Limited ABN 88 064
133 946 or if
Securitisation Advisory Services Pty. Limited retires or is
removed as
Manager of the Series Trusts (as defined in the Master Trust
Deed), any then
Substitute Manager and includes the Trustee when acting as
the Manager of
the Series Trusts (as defined in the Master Trust Deed) in
accordance with
the terms of the Master Trust Deed.
"Master Trust
Deed" means the Master Trust Deed dated 8 October 1997
between the
Manager and the Trustee, as amended.
"Material
Default" in relation to a Mortgage Loan means:
(a) a failure by the Borrower (as
recognised by the Servicer's system) to
pay on the due date any amount due pursuant to the corresponding
Loan
Agreement (including any amount not previously paid which
remains
outstanding) where the failure continues, without remedy, for a
period
of 60 days from the due date for the payment of such amount under
the
relevant Loan Agreement; or
(b) an event of default, howsoever
described, (other than an event of
default referred to in paragraph (a)) occurs under any relevant
Mortgage Document where the event of default continues unremedied
for
60 days (or such shorter period as the Servicer may determine
is
appropriate in relation to a specific event of default) unless
the
Servicer reasonably determines that such event of default is of
a
minor or technical nature and will not result in an Adverse
Effect.
"Monthly
Anniversary Date" in relation to a Mortgage Loan means the date
on
which interest
is debited to the Borrower's Mortgage Loan account by the
Servicer
pursuant to the relevant Loan Agreement.
20
<PAGE>
"Moody's" means
Moody's Investors Service Inc. and its successors and
assigns.
"Mortgage" in
relation to a Mortgage Loan means each registered mortgage
over Land
situated in any State or Territory of Australia and appearing
on
the relevant
Seller's records as securing, amongst other things, the
repayment of
that Mortgage Loan and the payment of interest and all other
moneys in
respect of that Mortgage Loan notwithstanding that by its terms
the mortgage may
secure other liabilities to that Seller. If, at any time
after the date
of the corresponding Sale Notice, a mortgage is substituted,
or added as
security, for an existing Mortgage, then with effect from the
date of such
addition or substitution the definition of "Mortgage" will
mean the
substituted mortgage or include the additional mortgage, as the
case may be.
"Mortgage
Documents" in relation to a Mortgage Loan means:
(a) the Loan Agreement (if other than
the Mortgage) relating to that
Mortgage Loan;
(b) the original or duplicate Mortgage
documents in relation to that
Mortgage Loan (including any document evidencing any substituted
or
additional Mortgage);
(c) the Certificate of Title or other
indicia of title (if any) in respect
of the Land the subject of the Mortgage in relation to that
Mortgage
Loan;
(d) the original or duplicate of the
First Layer of Collateral Securities
documents (other than the Insurance Policies) in relation to
that
Mortgage Loan;
(e) any Insurance Policy (or
certificate of currency for the Insurance
Policy) held by the relevant Seller in respect of the Mortgage or
the
First Layer of Collateral Securities in relation to that
Mortgage
Loan;
(f) any deed of priority or its
equivalent in writing entered into in
connection with the Mortgage or the First Layer of Collateral
Securities in relation to that Mortgage Loan;
(g) all other documents required to
evidence the relevant Seller's or the
Trustee's interest in the above Land, the above Mortgage and the
above
First Layer of Collateral Securities; and
(h) any amendment or replacement of or
to any of the foregoing such
documents which is entered into, and under which rights arise,
whether
before or after the Cut-Off Date.
"Mortgage
Enforcement Expenses" means all costs and expenses properly
incurred by the
Servicer, a Seller or the Trustee (other than their
respective
internal administrative costs) in connection with the
enforcement of
any Mortgage Loan forming part of the Assets of the Series
Trust, the
related Mortgage or the related First Layer of Collateral
Securities or
the recovery of any amounts owing under the Mortgage Loan
including,
without limitation:
(a) legal costs and disbursements
(including those of in-house counsel)
charged at the usual commercial rates of the relevant legal
services
provider;
(b) costs in connection with the
entering into of possession or the sale
of any property secured by any related Mortgage or First Layer
of
Collateral Securities and any real estate or auctioneer's fees
and
expenses; and
(c) any Tax in connection with the
sale of the relevant Mortgaged
Property,
provided that
Mortgage Enforcement Expenses will not include Property
Protection
Expenses or Restoration Expenses.
21
<PAGE>
"Mortgage
Insurance Income Proceeds" in relation to a Determination Date
means all
amounts received by the Trustee pursuant to any Mortgage
Insurance Policy
in relation to any Mortgage Loan then forming part of the
Assets of the
Series Trust which the Manager determines should be accounted
for on that
Determination Date in respect of an Income Loss.
"Mortgage
Insurance Policy" means:
(a) the Pool Mortgage Insurance
Policy; and
(b) any primary mortgage insurance
policy granted by GEMI and/or GEMICO in
force in respect of a Mortgage Loan, an Other Loan, a Mortgage or
a
Collateral Security which forms part of the Assets of the
Series
Trust.
"Mortgage
Insurance Principal Proceeds" in relation to a Determination
Date
means all
amounts received by the Trustee pursuant to any Mortgage
Insurance Policy
in relation to any Mortgage Loan then forming part of the
Assets of the
Series Trust which the Manager determines should be accounted
for on that
Determination Date in respect of a Principal Loss.
"Mortgage
Interest Saver Account" means a deposit account maintained by a
Borrower with
CBA under which interest that would otherwise be earned in
respect of the
account is off-set (to the extent thereof) against interest
that would
otherwise be payable on a Mortgage Loan provided by CBA to the
Borrower.
"Mortgage Loan"
means each mortgage loan assigned or to be assigned (as the
case may be) to
the Trustee and referred to in a Sale Notice (if issued),
and in relation
to a Seller, means a Mortgage Loan assigned to the Trustee
by that Seller.
"Mortgage Loan
Principal" at any time in relation to a Mortgage Loan means
the principal
outstanding at that time in respect of that Mortgage Loan.
"Mortgage Loan
Rights" means each of the items (together with all rights,
title and
interest in each of those items) referred to in clause 4.5
assigned, or
which may be assigned, as the case may be, in accordance with
this Deed to the
Trustee as trustee of the Series Trust or the CBA Trust.
"Mortgage Loan
System" means the electronic and manual reporting database
and record
keeping system used by the Servicer to monitor Mortgage Loans,
as updated and
amended from time to time.
"Mortgage Rate"
in relation to a Mortgage Loan means the rate of interest
payable on the
corresponding Mortgage Loan Principal, as such rate may be
varied from time
to time in accordance with the relevant Mortgage Documents
or any laws.
"Mortgage
Receivables" in relation to a Mortgage Loan means all moneys,
present and
future, actual or contingent, owing at any time in respect of
or in connection
with that Mortgage Loan under the corresponding Mortgage
Documents,
including all principal, interest, reimbursable costs and
expenses and any
other amounts incurred by or payable to the relevant
Seller
(including any payments made by that Seller on behalf of the
Borrower in
relation to that Mortgage Loan) irrespective of whether:
(a) such amounts become due and
payable before or after the Cut-Off Date;
and
(b) such amounts relate to advances
made or other financial accommodation
provided by that Seller to the Borrower before or after the
Cut-Off
Date.
"Mortgage
Transfer" in relation to a Mortgage means a duly executed land
titles office
transfer which, upon registration, is effective to transfer
the legal title
to the Mortgage to the Trustee.
22
<PAGE>
"Mortgaged
Property" in relation to a Mortgage means the Land and all
other
property
mortgaged under that Mortgage.
"Net Break
Payment" in relation to a Determination Date means the amount
calculated as
follows:
NBP = BC - BB
where:
NBP = the Net
Break Payment;
BC = the Break Costs in relation to
that Determination Date; and
BB = the Break Benefits in relation
to that Determination Date,
provided that
there will only be a Net Break Payment if the result of the
above
calculation is greater than zero.
"Net Break
Receipt" in relation to a Determination Date means the amount
calculated as
follows:
NBR = BB - BC
where:
NBR = the Net
Break Receipt;
BB = the Break Benefits in relation
to that Determination Date; and
BC = the Break Costs in relation to
that Determination Date,
provided that
there will only be a Net Break Receipt if the result of the
above
calculation is greater than zero.
"Net Income
Shortfall" in relation to a Determination Date means the Gross
Income Shortfall
on that Determination Date less any Liquidity Facility
Advance to be
made on the immediately following Distribution Date.
"Net Scheduled
Principal Amount" in relation to a Determination Date means
the amount
calculated as follows:
NSPA = PC - NUPD
where:
NSPA = the Net
Scheduled Principal Amount;
PC = the Principal Collections
for the Collection Period ending on that
Determination Date; and
NUPD = the Net
Unscheduled Principal Deduction for that Determination Date,
provided that
there will only be a Net Scheduled Principal Amount if the
result of the
above calculation is greater than zero.
"Net Unscheduled
Principal Amount" in relation to a Determination Date
means the amount
calculated as follows:
NUPA = GUPA - SA - SRFP - RBD - PD
23
<PAGE>
where:
NUPA = the Net
Unscheduled Principal Amount;
GUPA = the Gross
Unscheduled Principal Amount on that Determination Date;
SA = the Seller Advances
outstanding on that Determination Date;
SRFP = the
Standby Redraw Facility Principal on that Determination Date;
RBD = the amount (if any) to be paid
with respect to the Redraw Bonds
pursuant to clause 10.5(a) on the immediately following
Distribution
Date; and
PD = the Principal Draw (if
any) on that Determination Date,
provided that
there will only be a Net Unscheduled Principal Amount if the
result of the
above calculation is greater than zero.
"Net Unscheduled
Principal Deduction" in relation to a Determination Date
means the amount
calculated as follows:
NUPD = SA + SRFP + RBD + PD - GUPA
where:
NUPD = the Net
Unscheduled Principal Deduction;
GUPA = the Gross
Unscheduled Principal Amount on that Determination Date;
SA = the Seller Advances
outstanding on that Determination Date;
SRFP = the
Standby Redraw Facility Principal on that Determination Date;
RBD = the amount (if any) to be paid
with respect to the Redraw Bonds
pursuant to clause 10.5(a) on the following immediately
Distribution
Date; and
PD = the Principal Draw (if
any) on that Determination Date,
provided that
there will only be a Net Unscheduled Principal Deduction if
the result of
the above calculation is greater than zero.
"Note" means, as
the context requires, a Class A Note, a Class B Note or
both.
"Noteholder"
means, as the context requires, a Offshore Noteholder, a Class
A-2 Noteholder,
a Class B Noteholder or any combination of the foregoing.
"Offshore Note
Conditions" means the terms and conditions of the Offshore
Notes as annexed
to the Offshore Notes.
"Offshore Note
Registrars" has the same meaning as in the Agency Agreement.
"Offshore Note
Trust Deed" means the Offshore Note Trust Deed to be dated
on or after the
date of this Deed and on or prior to the Closing Date and
made between the
Trustee, the Manager and the Offshore Note Trustee.
"Offshore Note
Trustee" means The Bank of New York or, if The Bank of New
York is removed
or retires as the trustee for the Offshore Noteholders, any
person appointed
from time to time in its place in accordance with the
Offshore Note
Trust Deed.
"Offshore Notes"
means, as the context requires, the Class A-1 Notes and/or
the Class
A-3
24
<PAGE>
Notes.
"Offshore
Noteholders" means, as the context requires, the Class A-1
Noteholders
and/or the Class A-3 Noteholders.
"Other Income
Amounts" in respect of a Determination Date and the
Collection
Period ending on that Determination Date means the aggregate
of:
(a) any amounts received by the
Trustee during the Collection Period
pursuant to clauses 14 and 16 which represent amounts in respect
of
accrued but unpaid interest and fees on the Mortgage Loans;
(b) any amounts received by the
Trustee during the Collection Period
pursuant to clause 26.3 which represent amounts in respect of
interest
and fees on the Mortgage Loans;
(c) any damages received by the
Trustee in the Collection Period (other
than pursuant to clauses 14 and 16) and allocated by the Manager
as
Other Income Amounts in accordance with clause 27.5;
(d) subject to clause 22.12, interest
and other investment income earned
and received on moneys
standing to the credit of the Collections
Account during the Collection Period (other than interest earned
on
the Collections Account during the Collection Period in respect of
the
Cash Advance Deposit as calculated in accordance with clause 8.6
or
the Interest Rate Swap Provider Deposit as calculated in
accordance
with clause 8.8) and any amounts representing interest paid by
the
Servicer pursuant to clause 22.5 in respect of that Collection
Period;
(e) interest and other investment
income earned and received on Authorised
Short-Term Investments during the Collection Period (other than
interest attributable to the Interest Rate Swap Provider
Deposit
calculated in accordance with clause 8.8);
(f) subject to clause 9.3, any other
receipts in the nature of income (as
determined by the Manager) which have been received by the
Determination Date in respect of the Collection Period; and
(g) any amount of input tax credits
(as defined in the GST Act) received
by the Trustee in the Collection Period in respect of the
Series
Trust,
in each case
which have not previously been applied in accordance with this
Deed.
"Other Loans" in
relation to a Mortgage Loan means all loans, credit and
financial
accommodation of whatever nature (other than that Mortgage
Loan)
the payment or
repayment of which is secured by a Mortgage, or by a
Collateral
Security, which also secures that Mortgage Loan.
"Other Principal
Amounts" in relation to a Determination Date and the
Collection
Period ending on that Determination Date means the aggregate
of:
(a) any Mortgage Insurance Principal
Proceeds in respect of that
Determination Date;
(b) the aggregate Liquidation Proceeds
in respect of the Mortgage Loans
received during that Collection Period other than Liquidation
Proceeds
included in Finance Charge Collections for that Collection
Period;
(c) the Principal Prepayments with
respect to that Collection Period;
25
<PAGE>
(d) any amounts received by the
Trustee during that Collection Period
pursuant to clauses 14 and 16 which represent amounts in respect
of
principal on the Mortgage Loans;
(e) any amounts received by the
Trustee during that Collection Period
pursuant to clause 26.3 which represent amounts in respect of
principal on the Mortgage Loans;
(f) any damages received by the
Trustee during that Collection Period
(other than pursuant to clauses 14 and 16) and allocated by the
Manager as Other Principal Amounts in accordance with clause
27.5;
(g) in the case of the first
Determination Date, the amount (if any) by
which the Subscription Proceeds exceed the Consideration;
(h) any amount remaining unpaid on the
immediately previous Distribution
Date as a result of the application of clause 5.9 in respect of
principal; and
(i) any other receipts in the nature
of principal (as determined by the
Manager) which have been received by that Determination Date in
respect of that Collection Period,
in each case
which have not previously been applied in accordance with this
Deed.
"Paying Agent"
has the same meaning as in the Agency Agreement.
"Penalty
Payment" means:
(a) the amount of any liability
(including, without limitation, any civil
or criminal penalty) which the Trustee is liable for under the
Consumer Credit Code;
(b) any other liability payable by the
Trustee, or legal costs or other
expenses payable or incurred by the Trustee, in relation to
such
liability;
(c) any amount which the Trustee
agrees to pay (with the consent of the
Servicer) to a debtor or other person in settlement of any
application
for an order under Part 6 of the Consumer Credit Code; and
(d) any legal costs or other costs and
expenses payable or incurred by the
Trustee in relation to that application,
to the extent to
which a person can be indemnified for that liability,
money or amount
under the Consumer Credit Code.
"Perfection of
Title Event" means each event referred to in clause 24.1.
"Perfection of
Title" means, in relation to a Mortgage or Mortgage Loan
forming part of
the Assets of the Series Trust, the date following the
occurrence of a
Perfection of Title Event on which the legal title to that
Mortgage or
Mortgage Loan, as the case may be, has been perfected in the
name of the
Trustee in accordance with clause 24.3(a).
"Personal
Information" has the same meaning as in the Privacy Act.
"PMI" means PMI
Mortgage Insurance Ltd ABN 70 000 511 071.
"Pool Factor" in
relation to a Security at any given time means the amount
(expressed as a
percentage to 7 decimal places) calculated as follows:
A
PF = ---
B
26
<PAGE>
where:
PF = the Pool
Factor in relation to that Security;
A = the Stated Amount for that
Security as at that time; and
B = the Initial Invested Amount for
that Security.
"Pool Mortgage Insurance
Policy" means the policy issued by PMI in relation
to some of the
Mortgage Loans from time to time forming part of the Assets
of the Series
Trust pursuant to the Lenders' Mortgage Insurance Provisions
dated on or
after the date of this Deed and on or prior to the Closing Date
between PMI, the
Trustee and the Sellers.
"Pool
Performance Data" means performance data in respect of the
Securities
on a
Determination Date consisting of prepayment rates, arrears data
and
default data in
respect of Mortgage Loans then forming part of the Assets
of the Series
Trust, the Pool Factor at the last Determination Date and the
Pool Factor on
the present Determination Date, the principal outstanding on
the Securities, the
Interest Rates in respect of the A$ Securities, the
Class A-1
Interest Rate (as defined in the OffShore Note Conditions) for
the Class A-1
Notes, the Class A-3 Interest Rate (as defined in the
Offshore Note
Conditions) for the Class A-3 Notes and such other
information as
the Manager may consider necessary from time to time.
"Potential
Termination Event" means:
(a) as a result of the introduction,
imposition or variation of any law it
is unlawful for the Trustee, and would also be unlawful for any
new
Trustee, to carry out any of its obligations under this Deed,
the
Master Trust Deed (in so far as it relates to the Series Trust),
the
Offshore Note Trust Deed, the Offshore Notes or the Security
Trust
Deed; or
(b) this Deed, the Master Trust Deed
(in so far as it relates to the
Series Trust) the Offshore Note Trust Deed, the Offshore Notes or
the
Security Trust Deed is or has become void, illegal, unenforceable
or
of limited force and effect.
"Powers of
Attorney" means the powers of attorney referred to in clauses
6.1(n)(i), (ii)
and (iii).
"Preliminary
Income Amount" in relation to a Determination Date means the
amount
calculated as follows:
PIA = FCC + MIIP + OI
where:
PIA = the Preliminary Income Amount
for that Determination Date;
FCC = the Finance Charge Collections
for the Collection Period ending on
that Determination Date;
MIIP = the
aggregate Mortgage Insurance Income Proceeds for that
Determination Date; and
OI = any Other Income Amounts
in respect of the Collection Period ending
on that Determination Date and which has not previously been
applied
in accordance with this Deed.
"Preliminary
Principal Amount" in relation to a Determination Date and the
immediately
following Distribution Date means an amount calculated as
follows:
27
<PAGE>
PPA = PC + PCOR + OPA + RBA + SRFA
where:
PPA = the Preliminary Principal Amount
as at that Determination Date;
PC = the Principal Collections
for the Collection Period ending on that
Determination Date;
PCOR = the
Principal Chargeoff Reimbursement as at that Determination
Date;
OPA = the Other Principal Amounts as
at that Determination Date;
RBA = the Redraw Bond Amount as at
that Determination Date; and
SRFA = the
Standby Redraw Facility Advance on the immediately following
Distribution Date.
"Prescribed
Period" in relation to a Mortgage Loan means the period of 120
days (including
the last day of that period) commencing on the Closing Date
or such longer
period as may be agreed between the Australian Prudential
Regulation
Authority, the Trustee, the relevant Seller and the Manager.
"Principal
Chargeoff" in relation to a Determination Date means an amount
calculated as
follows:
PCO = PL - MIPP - PD
where:
PCO = the Principal Chargeoff as at
that Determination Date;
PL = the total of the Principal
Loss on each Mortgage Loan for which the
Manager determines a Principal Loss should be accounted for on
that
Determination Date (provided that the Manager must not account for
a
Principal Loss on a Mortgage Loan until the Servicer reasonably
believes that no further amounts in respect of the Mortgage
Loan
constituting Mortgage Insurance Principal Proceeds or damages
under
clauses 14 and 16 which are to be treated as Other Principal
Amounts
will be received);
MIPP = the total
Mortgage Insurance Principal Proceeds with respect to such
Mortgage Loans as at that Determination Date; and
PD = any damages received by
the Trustee from CBA under clause 14 or from
CBA or the Servicer under clause 16 in respect of such Mortgage
Loans which are determined to be Other Principal Amounts in
accordance with clause 27.5.
"Principal
Chargeoff Reimbursement" in relation to a Determination Date
and
the Collection
Period ending on that Determination Date means an amount
calculated as
follows:
PCOR = PIA - RIA - PDR
where:
PCOR = the
Principal Chargeoff Reimbursement as at that Determination
Date;
PIA = the Preliminary Income Amount as
at that Determination Date;
RIA = the Required Income Amount as at
that Determination Date; and
28
<PAGE>
PDR = the Principal Draw Reimbursement
as at that Determination Date,
provided that
there will only be a Principal Chargeoff Reimbursement if the
result of the
above calculation is greater than zero and provided further
that where the
result of the above calculation exceeds the Unreimbursed
Principal
Chargeoffs as at the immediately previous Determination Date
plus
the Principal
Chargeoffs calculated as at the current Determination Date,
the Principal
Chargeoff Reimbursement will equal such amount.
"Principal
Collections" in relation to a Collection Period means the
aggregate of the
following amounts (without double counting) received by or
on behalf of the
Trustee during that Collection Period in respect of the
Mortgage Loans
then forming part of the Assets of the Series Trust:
(a) all amounts received under or in
respect of the Mortgage Loans in
respect of principal (less reversals made during the period in
respect
of interest or other charges in relation to any of the accounts
where
the original debit entry (or part thereof) was in error); and
(b) all amounts of principal payable
under or in respect of the Mortgage
Loans and the Mortgage Loan Rights to the extent that the
obligations
to pay such amounts are discharged by the exercise during that
Collection Period of a right of set-off or right to combine
accounts,
but does not
include the Preliminary Income Amount or Other Principal
Amounts in
relation to that Determination Date.
"Principal Draw"
in relation to a Determination Date means the amount equal
to the lesser of
the Net Income Shortfall as at that Determination Date and
the Principal
Draw Available as at that Determination Date.
"Principal Draw
Available" in relation to a Determination Date means the
amount
calculated as follows:
PDA = PPA - SAP
where:
PDA = the
Principal Draw Available as at that Determination Date;
PPA = the
Preliminary Principal Amount as at that Determination Date; and
SAP = the
principal allocated to repay Seller Advances on the immediately
following Distribution Date in accordance with clause 10.3(a),
provided that if
the Available Principal Amount for that Determination Date
is insufficient
to repay the Seller Advances in full in accordance with
clause 10.3(a),
the Principal Draw Available will be zero.
"Principal Draw
Reimbursement" in relation to a Determination Date and the
Collection
Period ending on that Determination Date means an amount
calculated as
follows:
PDR = PIA - RIA
where:
PDR = the
Principal Draw Reimbursement as at that Determination Date;
PIA = the
Preliminary Income Amount as at such that Determination Date;
and
RIA = the
Required Income Amount as at that Determination Date,
29
<PAGE>
provided that
there will only be a Principal Draw Reimbursement if the
result of the
above calculation is greater than zero and provided further
that where the
result of the above calculation exceeds the Unreimbursed
Principal Draws
as at the immediately previous Determination Date, the
Principal Draw
Reimbursement will equal the Unreimbursed Principal Draws as
at the
immediately previous Determination Date.
"Principal Loss"
in relation to a Mortgage Loan and a Liquidation Date
means an amount
calculated as follows:
PL = MLP + RE - BC - LP
where:
PL = the Principal Loss as at that
Liquidation Date;
MLP = the
Mortgage Loan Principal as at that Liquidation Date;
RE = the Restoration Expenses
reasonably and necessarily incurred up to
and including that Liquidation Date;
BC = the Break Costs as at that
Liquidation Date provided that Break Costs
will only be included
in the calculation of Principal Loss if the
Trustee is then a party to a Fixed Rate Swap; and
LP = any Liquidation Proceeds
received up to and including that
Liquidation Date provided that for the purposes of this
paragraph
Liquidation Proceeds will not include any Liquidation Proceeds
which
have been applied against an Income Loss or are to be applied
against
an Income Loss on that Liquidation Date,
provided that
there will only be such a Principal Loss if the result of the
above
calculation is greater than zero.
"Principal
Paying Agent" has the same meaning as in the Agency Agreement.
"Principal
Prepayments" in relation to a Collection Period means all
amounts received
by or on behalf of the Trustee during that Collection
Period under or
in respect of the Mortgage Loans then forming part of the
Assets of the
Series Trust in respect of principal prepayments made by or
on behalf of the
Borrower in relation to that Mortgage Loan (less reversals
made during the
period in respect of interest or other charges in relation
to any of the
accounts where the original debit entry (or part thereof) was
in error) to the
extent that the amount exceeds the then scheduled monthly
instalment of
principal that would be payable under that Mortgage Loan
(including
previous unpaid instalments of principal) during that
Collection
Period.
"Priority
Agreement" means any agreement between a Seller and a
subsequent
mortgagee of
Land the subject of a Mortgage or Collateral Security:
(a) under which that Seller and the
subsequent mortgagee agree to a
ranking of their respective securities over the said Land which
provides for that Seller's security to be a first ranking security
to
an agreed amount and the subsequent mortgagee's security to be
a
second ranking security; and
(b) whose sole subject matter is the
agreement as to ranking referred to
in (a) above and matters ordinarily incidental thereto.
"Privacy Act"
means the Privacy Act 1988 (Commonwealth).
"Property
Protection Expenses" in relation to a Mortgage Loan means the
aggregate amount
of any costs or expenses actually paid or incurred by the
Servicer, the
relevant Seller or the
30
<PAGE>
Trustee in
connection with the maintenance, preservation and protection of
the
corresponding Mortgaged Property in its existing state of repair at
its
existing value,
including, without limitation:
(a) any real estate property Taxes,
statutory charges or other outgoings
payable in connection with the corresponding Mortgaged Property;
and
(b) any insurance premiums payable
under any Insurance Policy with respect
to the corresponding Mortgaged Property,
provided that
Property Protection Expenses will not include any Mortgage
Enforcement
Expenses or any Restoration Expenses.
"Quarterly
Certificate" means the certificate prepared on each
Determination
Date by the Manager pursuant to clause 27.2(a) substantially
in the form set
out in Schedule 8 (or in such other form as is from time to
time agreed
between the Manager and the Trustee).
"Rate Set Date"
in relation to an Accrual Period means the first day of
that Accrual
Period.
"Rating
Affirmation Notice" in relation to an event or circumstances
means
a notice in
writing from each Rating Agency confirming that the event or
circumstances,
as applicable, will not result in a reduction, qualification
or withdrawal of
the ratings then assigned by that Rating Agency to the
Securities.
"Rating
Agencies" means S&P and Moody's.
"Redraw Bond"
means a debt security issued by the Trustee, in its capacity
as trustee of
the Series Trust, in accordance with clause 5.4 and forming
part of the
Class of Securities described in clause 5.1(e) as Redraw Bonds.
"Redraw Bond
Amount" in relation to a Determination Date means the proceeds
(if any)
received by the Trustee from any issue of Redraw Bonds on that
Determination
Date or during the Collection Period ending on that
Determination
Date (but excluding the immediately preceding Determination
Date).
"Redraw Bond
Chargeoff Percentage" in relation to a Determination Date
means the amount
(expressed as a percentage) calculated as follows:
RBSA
RBCP = -----------------------------------
CA1SA + CA2SA + CA3SA + RBSA + SRFP
where:
RBCP
= the Redraw Bond
Chargeoff Percentage in relation to that
Determination Date;
CA1SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-1
Notes on that Determination Date;
CA2SA = the
aggregate Stated Amounts of the Class A-2 Notes on that
Determination Date;
CA3SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-3
Notes on that Determination Date;
RBSA
= the aggregate Stated
Amount of the Redraw Bonds on that
Determination Date; and
SRFP
= the Standby Redraw
Facility Principal on that Determination Date.
31
<PAGE>
"Redraw Bond
Principal Limit" means A$50 million or such other amount from
time to time
agreed between the Rating Agencies and the Manager and
notified by the
Manager to the Trustee.
"Redraw
Bondholder" means at any time the person recorded at that time
in
the Register as
the holder of a Redraw Bond.
"Relevant Party"
means each party to a Transaction Document other than the
Trustee.
"Relevant
Mortgage Documents" has the meaning given to it in clause 25.1.
"Required Credit
Rating" has the meaning specified in clause 27.1.
"Required Income
Amount" in relation to a Determination Date means the
aggregate of the
amounts referred to in clauses 10.2(a)-(l) inclusive for
the immediately
following Distribution Date provided that, in respect only
of the first
Determination Date, the total amount payable by the Trustee to
the Sellers
under clause 10.1 will be included in the Required Income
Amount.
"Restoration
Expenses" in relation to a Mortgage Loan means the aggregate
amount of any
costs or expenses actually paid or incurred by the Servicer,
a Seller or the
Trustee in connection with the restoration of the
corresponding
Mortgaged Property including, without limitation, any costs
or expenses:
(a) in restoring the corresponding
relevant Mortgaged Property to its
condition as at the date on which that Mortgage Loan was made to
the
Borrower; and
(b) in connection with the reduction,
elimination or clean-up of any
environmental hazard relating to the corresponding Mortgaged
Property,
provided that
Restoration Expenses will be calculated without reference to
the fact that
the amount expended was paid from the Servicer's, that
Seller's or the
Trustee's own funds or from Insurance Proceeds or from any
other source
whatsoever and provided further that Restoration Expenses will
not include any
Property Protection Expenses or Mortgage Enforcement
Expenses.
"S&P" means
Standard & Poor's (Australia) Pty. Ltd. ABN 62 007 324 852
and
its successors and
assigns.
"Sale Notice"
means a notice from a Seller to the Trustee in or
substantially in
the form of Schedule 1 (or in such other form as may be
agreed between
the relevant Seller, the Manager and the Trustee).
"Scheduled Balance" in relation to
a Mortgage Loan means the amount that
would be owing
on that Mortgage Loan at the date of determination if the
Borrower had
made, prior to that date, the minimum payments required under
that Mortgage
Loan.
"Scheduled
Maturity Date" means the Distribution Date occurring in May
2035
(or if this is
not a Business Day, on the next succeeding Business Day).
"Second Layer of
Collateral Securities" in relation to a Mortgage Loan
means all
Collateral Securities in respect of that Mortgage Loan which do
not constitute
the First Layer of Collateral Securities for that Mortgage
Loan.
"Secured
Creditor" has the same meaning as in the Security Trust Deed.
"Securities Act"
means the United States Securities Act of 1933 as amended.
"Security" means
as the context requires a Offshore Note, an A$ Security or
both.
32
<PAGE>
"Securityholder"
means a Noteholder or a Redraw Bondholder or both, as the
context may
require.
"Security
Register" means the system which is used by a Seller to record
Security
Interests granted to that Seller to secure the repayment of a
Mortgage Loan
originated by that Seller.
"Security Trust
Deed" means the Security Trust Deed dated on or after the
date of this
Deed and on or prior to the Closing Date between the Trustee,
the Manager, the
Offshore Note Trustee and the Security Trustee.
"Security
Trustee" means the person who is for the time being the
security
trustee under
the Security Trust Deed.
"Security
Trustee's Expenses" means the costs and fees to be reimbursed
to
the Security
Trustee on each Distribution Date in accordance with clause
19.5(b).
"Security
Trustee's Fee" means the fee payable to the Security Trustee on
each
Distribution Date in accordance with clause 19.5(a).
"Seller Advance"
means an advance made by a Seller to a Borrower pursuant
to clause
16.20(c) or clause 16.21(c) on or after the Cut-Off Date which
appears in the
records of the Servicer or on the Security Register as
secured by a
Mortgage which also secures a Mortgage Loan, and a reference
to "Seller
Advances" is a reference to all Seller Advances made by either
Seller.
"Series Trust"
means the trust known as the Medallion Trust Series 2004-1G
established
pursuant to this Deed and the Master Trust Deed.
"Servicer" means
CBA or if CBA is removed or retires as Servicer, any then
Substitute
Servicer, and includes the Trustee when acting as Servicer in
accordance with
clause 18.7.
"Servicer
Default" means the occurrence of any event specified in clause
18.1.
"Servicer's Fee"
means the remuneration payable to the Servicer pursuant to
clause 19.4.
"Servicing
Guidelines" means the relevant written guidelines, policies and
procedures
established by the Servicer for servicing mortgage loans
recorded on the
Mortgage Loan System, including the Mortgage Loans, as
amended or
updated in writing from time to time.
"Servicing
Standards" at any given time means the relevant standards and
practices set
out in the then Servicing Guidelines and, to the extent that
a servicing
function is not covered by the Servicing Guidelines, the
standards and
practices of a prudent lender in the business of making
retail home
loans.
"Servicing
Transfer" means the appointment of a new Servicer in accordance
with clause
18.
"Settlement
Date" in relation to a Mortgage Loan means the date on which an
agreement
between the relevant Seller and a Borrower for the making of
that
Mortgage Loan
was made.
"Shared
Security" means any Security Interest, guarantee, indemnity or
other form of
assurance that by its terms secures both (on the one hand)
the payment or
repayment of any Mortgage Loan forming or to form part of
the Assets of
the Series Trust and (on the other hand) any Other Loan
forming or to
form part of the CBA Trust Assets.
"Specified
Rating" means a long term debt rating by S&P of BBB and by
Moody's of
Baa2.
"Standby Redraw
Chargeoff Percentage" in relation to a Determination Date
means the amount
(expressed as a percentage) calculated as follows:
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SRFP
SRCP = -----------------------------------
CA1SA + CA2SA + CA3SA + RBSA + SRFP
where:
SRCP
= the Standby Redraw
Chargeoff Percentage in relation to that
Determination Date;
CA1SA = the A$
Equivalent of the aggregate Stated Amounts of the Class A-1
Notes on that Determination Date;
CA2SA = the
aggregate Stated Amounts of the Class A-2 Notes on that
Determination Date;
CA3SA = the A$
Equivalent as the aggregate Stated Amounts of the Class A-3
Notes on that Determination Date;
RBSA
= the aggregate Stated
Amounts of the Redraw Bonds on that
Determination Date; and
SRFP
= the Standby Redraw
Facility Principal on that Determination Date.
"Standby Redraw
Facility" means a standby redraw facility made available by
the Standby
Redraw Facility Provider to the Trustee pursuant to the Standby
Redraw Facility
Agreement.
"Standby Redraw
Facility Advance" in relation to a Distribution Date means
the amount to be
drawn down by the Trustee under a Standby Redraw Facility
on that
Distribution Date.
"Standby Redraw
Facility Agreement" means the Standby Redraw Facility
Agreement dated
on or after the date of this Deed and on or prior to the
Closing Date
between the Trustee, the Manager and the initial Standby
Redraw Facility
Provider and includes any substitute standby redraw
facility
agreement entered into by the Trustee as trustee of the Series
Trust in place
of an existing Standby Redraw Facility Agreement.
"Standby Redraw
Facility Commitment Fee" means in relation to a
Determination
Date and the immediately following Distribution Date, the
commitment fee
payable to the Standby Redraw Facility Provider on that
Distribution
Date pursuant to the Standby Redraw Facility Agreement.
"Standby Redraw
Facility Interest" in relation to a Distribution Date means
the interest due
on that Distribution Date pursuant to the terms of the
Standby Redraw
Facility Agreement.
"Standby Redraw
Facility Limit" means the Facility Limit from time to time
as defined in
the Standby Redraw Facility Agreement.
"Standby Redraw
Facility Principal" has the same meaning as in the Standby
Redraw Facility
Agreement.
"Standby Redraw
Facility Provider" means initially CBA and each other
person who may
from time to time provide a Standby Redraw Facility.
"Stated Amount"
in relation to:
(a) a Offshore Note at any given time
has the same meaning as in the
Offshore Note Conditions; and
(b) an A$ Security at any given time
means the Initial Invested Amount of
that A$ Security at that time less the sum of the following at
that
time:
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(i) the aggregate of
all amounts previously paid in relation to that
A$ Security on account of principal pursuant to clause 10.3(d);
and
(ii) the aggregate of all then Unreimbursed Principal Chargeoffs
in
relation to that A$ Security.
"Stepdown
Percentage" in relation to a Determination Date means the
percentage
calculated in accordance with Schedule 11 for that
Determination
Date.
"Step-Up Date"
has the same meaning as in the Offshore Note Terms and
Conditions.
"Subscription
Amount" in relation to the Income Unit at any time means the
aggregate of the
amounts, if any, previously paid by the Income Unitholder
to, or at the
direction of, the Trustee pursuant to clause 3.14 less the
aggregate of all
amounts previously applied towards the reduction of the
Subscription
Amount pursuant to clause 11.2(b)(ii).
"Subscription
Proceeds" means the amounts paid or to be paid by the
underwriters for
the Notes under the Underwriting Agreement (converted into
A$ pursuant to
the Currency Swaps) and the amounts paid by the subscribers
for the Class A-2
Notes and the Class B Notes under the Dealer Agreement,
without taking
into account in reduction of such amounts any fees or other
amounts paid to
such underwriters by or on behalf of the Trustee.
"Substitute
Servicer" means at any given time the entity then appointed as
Servicer under
clause 18.6.
"Support
Facilities" means the agreements or arrangements referred to in
clause 1.7 or
such other agreement or arrangement which the Trustee and the
Manager agree is
a Support Facility for the purposes of this Deed.
"Support
Facility Provider" means the person or persons providing any
applicable
Support Facility to the Trustee as trustee of the Series Trust.
"Swap" means, as
the context requires, the Basis Swap, the Fixed Rate Swap,
the Currency
Swaps or all or any of the foregoing.
"TARGET
Settlement Day" means any day on which TARGET (the
Trans-European
Automated
Real-time Gross Settlement Express Transfer System) is open.
"Termination
Date" means the earliest of the following dates:
(a) the date which is 80 years after
the date of the constitution of the
Series Trust in accordance with this Deed and the Master Trust
Deed;
(b) the date that the Trustee becomes
obliged pursuant to clause 26.1(d)
to liquidate the Assets of the Series Trust following the
occurrence
of a Potential Termination Event;
(c) if Securities have been issued by
the Trustee, the date appointed by
the Manager as the Termination Date by notice in writing to the
Trustee, which must not be a date prior to the earlier of the
following:
(i) the date that all
Securities have been redeemed in full; or
(ii) if an Event of Default (as defined in the Security Trust
Deed)
occurs and the Charge is enforced, the date of the final
distribution by the Security Trustee under the Security Trust
Deed; and
(d) if no Securities have been issued
by the Trustee, the date appointed
by the Manager as the Termination Date by notice in writing to
the
Trustee.
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"Termination
Payment Date" means the date declared by the Trustee to be the
Termination
Payment Date of the Series Trust pursuant to clause 26.2
(subject to any
substitution of another date as the Termination Payment
Date in
accordance with that clause).
"Threshold Rate"
means, at any time, the minimum rate of interest that must
be set on all
Mortgage Loans (where permitted by the terms of the Mortgage
Loan and
corresponding Loan Agreement) which will be sufficient
(assuming
that all relevant
parties comply with their obligations at all times under
the Transaction
Documents and the Mortgage Documents), when aggregated with
the income
produced by the rate of interest on all other Mortgage Loans
and
the income from
Short-Term Authorised Investments, to ensure that the
Trustee will
have available to it sufficient Finance Charge Collections and
Other Income
Amounts to enable it to comply with its obligations under the
Transaction
Documents as they fall due.
"Trustee" means
Perpetual Trustee Company Limited ABN 42 000 001 007 or if
Perpetual
Trustee Company Limited retires or is removed as trustee of the
Series Trusts
(as defined in the Master Trust Deed) and the CBA Trust, any
then Substitute
Trustee and includes the Manager when acting as the Trustee
in accordance
with the terms of the Master Trust Deed.
"Trustee's Fee"
means the fee payable to the Trustee on each Distribution
Date calculated
in accordance with clause 19.3.
"Underwriting
Agreement" means the Underwriting Agreement dated on or after
the date of this
Deed and on or prior to the Closing Date between the
Trustee, the
Manager, CBA and the Underwriters named therein pursuant to
which, subject
to the terms and conditions contained therein, the Trustee
will agree to
issue, and each of the Underwriters named therein will
severally agree
to subscribe for, the Offshore Notes.
"Unpaid Interest
Amount" in relation to an A$ Security and a Distribution
Date means the
aggregate of any Interest Amounts in relation to that A$
Security
remaining unpaid from previous Distribution Dates and any
interest
accrued but
remaining unpaid on that A$ Security as at that Distribution
Date pursuant to
clause 5.8(b).
"Unreimbursed
Principal Chargeoffs" in relation to:
(a) a Offshore Note at any time has
the same meaning as in the Offshore
Note Conditions; and
(b) an A$ Security and the Standby
Redraw Facility Principal at any time
means the aggregate of the Principal Chargeoffs up to and
including
that time allocated to that A$ Security or the Standby Redraw
Facility
Principal (as the case may be) in accordance with clause 9.1 less
the
aggregate of the Principal Chargeoff Reimbursements prior to that
time
allocated to that A$ Security or the Standby Redraw Facility
Principal
(as the case may be) in accordance with clause 9.2.
"Unreimbursed
Principal Draws" in relation to a Determination Date means
the aggregate of
the Principal Draws allocated in accordance with clause
10.3(b) less the
aggregate of the Principal Draw Reimbursement allocated in
accordance with
clause 10.2(n) up to and including that Determination Date.
"US$" and "US
dollars" means the lawful currency for the time being of the
United States of
America.
"US$ Equivalent"
in relation to an amount which is calculated, determined
or expressed in
A$ or which includes a component determined or expressed in
A$ means the A$
amount or A$ component (as the case may be) converted into
US Dollars at
the US$ Exchange Rate.
"US$ Exchange
Rate" means "US$ Exchange Rate" specified in paragraph 7 of
the confirmation
for the Class A-1 Currency Swap.
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"Waiver of
Set-Off" in relation to a Mortgage Loan means a provision, in
the related
Mortgage or Loan Agreement or otherwise, by which, inter alia,
the Borrower
agrees to make all payments in respect of that Mortgage Loan
without set-off
or counterclaim unless prohibited by law.
1.2 Interpretation
In this Deed,
unless the contrary intention appears:
(a) a reference to this Deed includes
the Background and the Schedules;
(b) a reference to a statute,
ordinance, code or other law includes
regulations and other instruments under it and consolidations,
amendments, re-enactments or replacements of any of them;
(c) a reference to a section of a
statute, ordinance, code or other law
includes any consolidation, amendment, re-enactment or replacement
of
that section;
(d) the singular includes the plural
and vice versa and words denoting a
gender include all other genders;
(e) the word "person" includes an
individual, a body politic, a
corporation and a statutory or other authority or association
(incorporated or unincorporated);
(f) a reference to a person includes a
reference to the person's
executors, administrators, successors, substitutes (including,
without
limitation, persons taking by novation) and assigns;
(g) the word "corporation" means any
body corporate wherever formed or
incorporated including, without limiting the generality of the
foregoing, any public authority or any instrumentality of the
Crown;
(h) where a word or phrase has a
defined meaning any other part of speech
or grammatical form in respect of such word or phrase has a
corresponding meaning;
(i) a reference to any thing
(including, without limitation, any amount)
is a reference to the
whole or any part of it and a reference to a
group of persons is a reference to any one or more of them;
(j) if an act prescribed under this
Deed to be done by a party on or by a
given day is done after 5.30 p.m. on that day, it is to be taken to
be
done on the following day;
(k) references to time are to Sydney
time;
(l) the expression "certified" by a
corporation or person means certified
in writing by 2 Authorised Officers of the Corporation or by
that
person respectively and "certify" and like expressions will be
construed accordingly;
(m) a reference to extinguish includes
a reference to rights and interests
being surrendered and released;
(n) a reference to a "month" is to a
calendar month;
(o) the expression "owing" includes
amounts that are owing whether such
amounts are liquidated or not or are contingent or presently
accrued
or due and includes all rights sounding in damages only;
(p) a reference to "wilful default" in
relation to the Trustee, the
Manager or the Servicer means, subject to clause 1.2(q), any
wilful
failure to comply, or wilful
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breach, by the Trustee, the Manager or the Servicer (as the case
may
be) of any of its obligations under any Transaction Document,
other
than a failure or breach which:
(i) A. arises as a result of a
breach of a Transaction Document by
a person other than the Trustee, the Manager or the Servicer
(as the case may be) or other than any person referred to in
clause 1.2(q) in relation to the Trustee, the Manager or the
Servicer (as the case may be); and
B. the
performance of the action (the non-performance of which
gave rise to such breach) is a pre-condition to the Trustee,
the Manager or the Servicer (as the case may be) performing
the said obligation;
(ii) is in accordance with a lawful court order or direction or
is
required by law; or
(iii) is in accordance with a proper instruction or direction
of:
A. the Secured
Creditors given at a meeting (or deemed meeting)
of Secured Creditors convened under the Security Trust Deed;
or
B. the Investors
given at a meeting (or deemed meeting)
convened under the Master Trust Deed;
(q) a reference to the "fraud",
"negligence" or "wilful default" of the
Trustee, the Manager or the Servicer means the fraud, negligence
or
wilful default of the Trustee, the Manager or the Servicer (as
the
case may be) and of its officers, employees, agents or any
other
person where the Trustee, the Manager or the Servicer (as the case
may
be) is liable for the acts or omissions of such other person under
the
terms of any Transaction Document;
(r) subject to clause 31.2, each party
will only be considered to have
knowledge or awareness of, or notice of, a thing or grounds to
believe
anything by virtue of the officers of that party (or any Related
Body
Corporate of that party) having day to day responsibility for
the
administration or management of that party's (or a Related Body
Corporate of that party's) obligations in relation to the Series
Trust
or the CBA Trust, having actual knowledge, actual awareness or
actual
notice of that thing, or grounds or reason to believe that thing
(and
similar references will be interpreted in this way). In
addition,
notice, knowledge or awareness of a Servicer Default, Manager
Default,
Trustee Default or Perfection of Title Event means notice,
knowledge
or awareness of the occurrence of the events or circumstances
constituting the Servicer Default, Manager Default, Trustee Default
or
Perfection of Title Event (as the case may be);
(s) subject to clause 1.12 a reference
to this Deed, the Master Trust Deed
or any other deed, agreement, document or instrument includes
respectively this Deed, the Master Trust Deed or such other
deed,
agreement, document or instrument as amended, novated, supplemented
or
replaced from time to time;
(t) a reference to the enforcement of
the Charge means that the Security
Trustee appoints (or the Voting Secured Creditors as contemplated
by
clause 8.4 of the Security Trust Deed appoint) a Receiver over
any
Charged Property, or takes possession of any Charged Property,
pursuant to the Security Trust Deed (expressions used in this
clause
which are not defined in this Deed have the same meanings as in
the
Security Trust Deed);
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(u) a reference to a clause or a
Schedule is a reference to a clause or a
Schedule of this Deed; and
(v) headings are inserted for
convenience and do not affect the
interpretation of this Deed.
1.3 Master Trust Deed Definitions
Subject to
clause 1.12 unless defined in this Deed, words and phrases
defined in the
Master Trust Deed have the same meaning in this Deed. Where
there is any
inconsistency in a definition between this Deed and the Master
Trust Deed, this
Deed prevails. Where words or phrases used in this Deed
are defined in
the Master Trust Deed in relation to a Series Trust (as
defined as the
Master Trust Deed) and/or an Other Trust such words or
phrases are to
be construed, where necessary, as being used only in
relation to the
Series Trust (as defined in this Deed) and/or the CBA
Trust, as the
context requires.
1.4 Business Day Convention
(a) (Next Business Day): When the date
on or by which any act, matter or
thing is to be done is not a Business Day, the act, matter or
thing
must (unless expressly provided otherwise) be done on the next
Business Day.
(b) (Determination Dates): Clause
1.4(a) does not apply to any act, matter
or thing to be done on a Determination Date.
1.5 Master Trust Deed
Inconsistency
In accordance
with clause 1.3 of the Master Trust Deed the provisions
contained in
this Deed apply only in relation to the Series Trust. If there
is any conflict
between the provisions of this Deed and the provisions of
the Master Trust
Deed, the provisions contained in this Deed prevail over
the provisions
of the Master Trust Deed in respect of the Series Trust.
Without limiting
the generality of the foregoing, the provisions of the
Transaction
Documents (other than the Master Trust Deed) insofar as they
apply to the Securities (as
defined herein) prevail over any inconsistent
provision in the
Master Trust Deed that would otherwise apply to such
Securities.
1.6 Exclusion of Master Trust Deed
Definitions and Provisions
(a) (Variation of Terms): For the
purposes of the Master Trust Deed (in so
far as it applies to the Series Trust):
(i) "Transaction
Document" means each of the following documents:
A. the Master
Trust Deed (in so far as it applies to the Series
Trust);
B. this
Deed;
C. each document
specified in clause 1.7 as a Support Facility;
D. the Security
Trust Deed;
E. the Dealer
Agreement;
F.
the Underwriting
Agreement;
G. the Offshore
Note Trust Deed;
H. the Offshore
Notes;
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I. the Agency
Agreement; and
J. any other
document which is agreed by the Manager and the
Trustee to be a Transaction Document in relation to the
Series Trust;
(ii) a "Security" has the same meaning as in this Deed; and
(iii) a "Securityholder" has the same meaning in this Deed.
(b) (Meeting procedures): The
procedures for convening a meeting of the
Securityholders or the Offshore Noteholders for the purposes of
clause
26 of the Master Trust Deed, in so far as those procedures apply
to
the Securityholders or the Offshore Noteholders (as the context
requires), are varied as follows:
(i) if the Offshore
Noteholders are included within the, or are the
only, Relevant Investors for the purposes of a meeting under
clause 26 of the Master Trust Deed:
A. any notice of
a meeting given or required to be given to the
Offshore Noteholders must also be given to the Offshore Note
Trustee;
B. any notice
given to Offshore Noteholders of a meeting under
clause 26 of the Master Trust Deed must be given in
accordance with Condition 11.1 of the Offshore Note
Conditions (in lieu of notice pursuant to clause 26.2(e) of
the Master Trust Deed); and
C. a meeting
under clause 26 of the Master Trust Deed at which
the Offshore Note Trustee is the only Relevant Investor
pursuant to clause 1.6(b)(ii) must not, unless otherwise
agreed by the Offshore Note Trustee, be held until the
Offshore Note Trustee has had the opportunity of seeking and
obtaining directions from the Offshore Noteholders regarding
how the Offshore Note Trustee is to vote at the meeting;
(ii) the Relevant Investors in relation to the Offshore Notes, for
the
purposes of clause 26 of the Master Trust Deed, means the
Offshore Note Trustee alone, acting on behalf of the Offshore
Noteholders under the Offshore Note Trust Deed or, if the
Offshore Note Trustee has become bound to take steps and/or to
proceed under the Offshore Note Trust Deed and fails to do so
within a reasonable time and such failure is continuing, the
Offshore Noteholders;
(iii) if the Offshore Note Trustee is the only Relevant Investor
in
relation to the Offshore Notes pursuant to clause 1.6(b)(ii),
it
will be regarded as a Representative holding or representing
all
of the Offshore Notes for the purposes of determining whether a
quorum is present at such meeting, for determining the votes to
which the Offshore Note Trustee is entitled to cast at such
meeting and any other relevant matter relating to such meeting;
(iv) if the Offshore Noteholders become entitled to attend a
meeting
of Relevant Investors pursuant to clause 1.6(b)(ii), the
evidence
of the entitlement of such Offshore Noteholders to attend such
meeting and to vote thereat, and any other relevant matters,
will
be determined in accordance with the provisions of the Offshore
Note Trust Deed and the
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Agency Agreement, with such amendments as determined by the
Trustee to be necessary; and
(v) if at a particular
time the Offshore Note Trustee is or would be
the only Relevant Investor in respect of a meeting under clause
26 of the Master Trust Deed, notwithstanding any other
provision
of the Master Trust Deed the requirement to convene such a
meeting
and put such issue to such meeting will be satisfied if
directions are sought from the Offshore Note Trustee on the
particular issue that would otherwise be put to such meeting.
Upon such a direction being given by the Offshore Note Trustee,
a
meeting of the Relevant Investors will be regarded as having
been
duly called, convened and held and the direction will be
regarded
as properly passed as an Extraordinary Resolution of such
meeting.
(c) (Master Trust Deed Provisions):
The following provisions of the Master
Trust Deed will not apply to the Offshore Notes or the Offshore
Noteholders: clauses 5.1(d), 6, 8.1, 9, 10, 23.1 and 24.4.
(d) (Rights of Investors): Nothing in
clause 7.1(i) of the Master Trust
Deed limits any right of Offshore Noteholders under the Offshore
Note
Trust Deed to compel the Trustee, the Manager or the Offshore
Note
Trustee to comply with their respective obligations under the
Offshore
Note Trust Deed.
(e) (Clause 16.10(a)): Clause 16.10(a)
of the Master Trust Deed will not
apply in relation to the Series Trust.
1.7 Support Facilities
The Series Trust
has the following Support Facilities:
(a) (Currency Swap Agreement): each
Currency Swap Agreement (which is also
a Hedge Agreement of the Series Trust for the purposes of the
Master
Trust Deed);
(b) (Interest Rate Swap Agreement):
each Interest Rate Swap Agreement
(which is also a Hedge Agreement of the Series Trust for the
purposes
of the Master Trust Deed);
(c) (Liquidity and Standby Redraw
Facilities): each Liquidity Facility and
the Standby Redraw Facility (which are each also Liquidity
Facilities
of the Series Trust for the purposes of the Master Trust Deed);
and
(d) (Mortgage Insurance Policies): the
Mortgage Insurance Policies (which
are
also Credit Enhancements of the Series Trust for the purposes
of
the Master Trust Deed).
1.8 Security Trust Deed
The obligations
of the Trustee under the Securities (amongst other things)
will be secured
to the Securityholders (among others) by the Security Trust
Deed which is a
Security Trust Deed relating to the Series Trust for the
purposes of the
Master Trust Deed.
1.9 Nominated Seller and Nominated
Servicer
For the purposes
of the Master Trust Deed, the Nominated Seller in relation
to the Series
Trust is each of the Sellers (namely CBA and Homepath) and
the Nominated
Servicer in relation to the Series Trust for the purposes of
the Master Trust
Deed is the Servicer.
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1.10 Binding on Securityholders and the
Unitholders
This Deed is
binding on each Securityholder and each Unitholder as if each
was originally a
party to this Deed.
