Exhibit 10.2




Interest Rate Risk Management

Agreement


Date: 11/6/1999


Permanent Custodians Limited


Permanent


Australian Mortgage Securities Ltd


AMS


ABN AMRO Bank N.V.


ABN

















 


TABLE OF CONTENTS 


	
  Clause

  
  

  

  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  DEFINITIONS AND
  INTERPRETATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Expressions used in
  the Trust Deed

  	
   

  	
   

  
	
  1.3

  	
   

  	
  Incorporation
  of ISDA Master Agreement Definitions

  	
   

  	
   

  
	
  1.4

  	
   

  	
  Interpretation

  	
   

  	
   

  
	
  1.5

  	
   

  	
  ABN’s Credit Rating

  	
   

  	
   

  
	
  1.6

  	
   

  	
  References
  to Funds and Liability of Trustee

  	
   

  	
   

  
	
  1.7

  	
   

  	
  No Enquiry by ABN

  	
   

  	
   

  
	
  1.8

  	
   

  	
  Transaction Documents

  	
   

  	
   

  
	
  1.9

  	
   

  	
  AMP Warehouse Trust

  	
   

  	
   

  
	
  1.10

  	
   

  	
  Direction by the Trust
  Manager

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  THE FACILITIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Agreement to
  provide the Facilities

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Hedge Facility Limits

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Deposit Facility Limit

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Subsequent
  Variation of Availability of Hedges

  	
   

  	
   

  
	
  2.5

  	
   

  	
  Availability of each
  Facility

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  CONDITIONS PRECEDENT

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Initial Conditions
  Precedent

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Conditions
  Precedent to utilisation of a Facility for a Particular Fund

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Conditions
  Precedent to all Utilisations of the Facilities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  APPROVAL
  PROCESS FOR THE AVAILABILITY OF FACILITIES FOR A FUND

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Fund Approval Application

  	
   

  	
   

  
	
  4.2

  	
   

  	
  Requirements
  of a Fund Approval Application

  	
   

  	
   

  
	
  4.3

  	
   

  	
  ABN’s
  Discretion to approve Facilities for a Fund

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Issue of
  Fund Approval Notification by ABN

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  UTILISATION OF THE
  HEDGE FACILITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Agreement as to
  Spreads for Hedges

  	
   

  	
   

  
	
  5.2

  	
   

  	
  ABN may
  revoke previous agreement as to Spreads

  	
   

  	
   

  
	
  5.3

  	
   

  	
  Manner of entering into
  Hedges

  	
   

  	
   

  
	
  5.4

  	
   

  	
  Maximum Term of Hedges

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  NOVATION OF HEDGES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Notice of Novation

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Effect of Notice of
  Novation

  	
   

  	
   

  
	
  6.3

  	
   

  	
  Requirements for Novation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  HEDGING
  OBLIGATIONS OF TRUST MANAGER

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  GENERAL HEDGE
  FACILITY PROVISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Telephone Dealing

  	
   

  	
   

  
	
  8.2

  	
   

  	
  Standard Terms of Hedges

  	
   

  	
   

  
	
  8.3

  	
   

  	
  Trust
  Manager to Notify Trustee of all Hedges

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


i

















 


 


	
  8.4

  	
   

  	
  Valuation Report

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  DEPOSIT FACILITY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Provision of Facility

  	
   

  	
   

  
	
  9.2

  	
   

  	
  Agreement as to Terms

  	
   

  	
   

  
	
  9.3

  	
   

  	
  Confirmation of
  Deposits/Terms

  	
   

  	
   

  
	
  9.4

  	
   

  	
  Agreement
  to Pay Interest and Repay Principal

  	
   

  	
   

  
	
  9.5

  	
   

  	
  Indemnity for early
  Repayment

  	
   

  	
   

  
	
  9.6

  	
   

  	
  Not Set-Off or Combination

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  FEES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  ABN’s Fee

  	
   

  	
   

  
	
  10.2

  	
   

  	
  Profits on Hedges and
  Deposits

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  General
  Representations and Warranties

  	
   

  	
   

  
	
  11.2

  	
   

  	
  Approved
  Fund Representations and Warranties

  	
   

  	
   

  
	
  11.3

  	
   

  	
  Security
  Trust Representations and Warranties

  	
   

  	
   

  
	
  11.4

  	
   

  	
  ABN’s
  Representations and Warranties

  	
   

  	
   

  
	
  11.5

  	
   

  	
  Representations
  and Warranties Repeated

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  UNDERTAKINGS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  General Undertakings

  	
   

  	
   

  
	
  12.2

  	
   

  	
  Specific
  Undertakings of Trust Manager Regarding Approved Funds

  	
   

  	
   

  
	
  12.3

  	
   

  	
  Undertakings
  of Trustee and Trust Manager

  	
   

  	
   

  
	
  12.4

  	
   

  	
  Trust Manager’s Accounts

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  FACILITY TERMINATION EVENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Facility
  Termination Events—All Approved Funds

  	
   

  	
   

  
	
  13.2

  	
   

  	
  Facility
  Termination Events—Specific Approved Funds

  	
   

  	
   

  
	
  13.3

  	
   

  	
  Rights Upon a
  Facility Termination Event

  	
   

  	
   

  
	
  13.4

  	
   

  	
  Suspension
  of Facilities during Grace Periods

  	
   

  	
   

  
	
  13.5

  	
   

  	
  Termination for Illegality

  	
   

  	
   

  
	
  13.6

  	
   

  	
  Termination by Notice—ABN

  	
   

  	
   

  
	
  13.7

  	
   

  	
  Termination by
  Notice—The Trust Manager

  	
   

  	
   

  
	
  13.8

  	
   

  	
  Termination for
  Increased cost

  	
   

  	
   

  
	
  13.9

  	
   

  	
  Survival on Termination

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  PAYMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Time and Place

  	
   

  	
   

  
	
  14.2

  	
   

  	
  No Set-Off or Deduction

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  CAPACITY AND
  LIABILITY OF TRUSTEE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.1

  	
   

  	
  This Clause to Prevail

  	
   

  	
   

  
	
  15.2

  	
   

  	
  Definitions
  for the purposes of this clause

  	
   

  	
   

  
	
  15.3

  	
   

  	
  Limitation of Liability

  	
   

  	
   

  
	
  15.4

  	
   

  	
  Trustee’s Performance

  	
   

  	
   

  
	
  15.5

  	
   

  	
  Execution
  of other Agreements, Instruments etc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  EXPENSES AND STAMP DUTIES

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


ii

















 


 


	
  16.1

  	
   

  	
  Expenses

  	
   

  	
   

  
	
  16.2

  	
   

  	
  Stamp Duties

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  ASSIGNMENTS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.1

  	
   

  	
  Assignments

  	
   

  	
   

  
	
  17.2

  	
   

  	
  Successors and Assigns

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  GOVERNING LAW AND
  JURISDICTION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.1

  	
   

  	
  Governing Law

  	
   

  	
   

  
	
  18.2

  	
   

  	
  Jurisdiction

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.1

  	
   

  	
  Notices

  	
   

  	
   

  
	
  19.2

  	
   

  	
  Continuing Obligation

  	
   

  	
   

  
	
  19.3

  	
   

  	
  Settlement Conditional

  	
   

  	
   

  
	
  19.4

  	
   

  	
  Severability of Provisions

  	
   

  	
   

  
	
  19.5

  	
   

  	
  Remedies Cumulative

  	
   

  	
   

  
	
  19.6

  	
   

  	
  Waiver

  	
   

  	
   

  
	
  19.7

  	
   

  	
  Variations in Writing

  	
   

  	
   

  
	
  19.8

  	
   

  	
  Indemnity for
  Breach of this Agreement

  	
   

  	
   

  
	
  19.9

  	
   

  	
  Further Assurances

  	
   

  	
   

  
	
  19.10

  	
   

  	
  Binding on Each Party

  	
   

  	
   

  
	
  19.11

  	
   

  	
  Counterparts

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE

  	
   

  	
   

  



 


 


iii

















 


THIS INTEREST RATE RISK MANAGEMENT AGREEMENT is made at Sydney
on                        1999



	
  BETWEEN

  	
   

  	
  PERMANENT CUSTODIANS LIMITED, ACN
  001 426 384, a
  company incorporated in New South Wales and having its registered office at
  23-25 O’Connell Street, Sydney, NSW, 2000 (“Permanent”)

  
	
  

  AND

  	
  

   

  	
  

  AUSTRALIAN MORTGAGE SECURITIES LTD, ACN 003 072 446, a company incorporated in New South
  Wales and having its registered office at Level 15, AMP Centre, 50 Bridge
  Street, Sydney, NSW, 2000 (“AMS”)

  
	
  

  AND

  	
  

   

  	
  

  ABN AMRO BANK N.V., ARBN 079 478 612, established in Amsterdam, The Netherlands, and
  having a branch in Australia at Level 22, 255 George Street, Sydney, NSW 2000
  (“ABN”) 

  



RECITALS


A.           The Trustee has been appointed under the Trust Deed as
trustee of each Fund from time to time created thereunder.


 


B.            The Trust Manager has been appointed under the Trust Deed
as trust manager of each Fund from time to time created thereunder.


 


C.            The Trustee is empowered under the Trust Deed to enter
into swaps and forward rate agreements, and to make deposits.


 


D.           ABN has agreed to provide a facility to enter into swaps
and forward rate agreements with, and to accept deposits from, the Trustee in
accordance with the terms of this Agreement.


IT IS AGREED as follows:


1.             DEFINITIONS AND INTERPRETATION


1.1          Definitions


In this Agreement, unless the context indicates a
contrary intention:


“ABN’s Rating
Agencies” means each of:


(a)           Moody’s Investors Service, Inc.; and


 


(b)           Standard & Poor’s Inc.


“Agreed Spread”
means, at any time, in relation to a particular class of Hedge, the spread to a
designated benchmark agreed between ABN and the Trust Manager from time to time
pursuant to clause 5.1 for calculating the Fixed Rate, Floating Rate or
Contract Rate (as the case may be) for that class of Hedge and in relation to which
the Availability Period for that Agreed Spread has not then expired or
terminated.


“Approved Fund”
means a Fund approved by ABN pursuant to a Fund Approval Notification and “Approved Warehouse Fund” and “Approved Issuing Fund” have corresponding
meanings.


“Authorised Officer”
in relation to any party to this Agreement means any person from time to time
certified by either a resolution of the board of directors of that party or in
writing by 2 directors (or in the case of ABN by 2 duly authorised attorneys of
ABN) of that party to be an authorised officer of that party, whose signature
appears in or annexed to such resolution or certification and which such
signature is certified therein by the board or those directors or attorneys to
be that person’s signature.


 


 


1

















 


“Availability Period”
means, subject to clause 5.2(b), in relation to a particular class of Hedge and
any Agreed Spread applying to that class of Hedge, the period for which it is
agreed, pursuant to clause 5.1, that such Agreed Spread will apply to such
class of Hedge.


“Bank Bill Rate”
in relation to a Swap Transaction and a Calculation Period relating thereto,
means the rate expressed as a percentage per annum calculated by taking the
rates appearing on the Reuters Screen page "BBSW" at
approximately 10.10 am Sydney time on the first day of that Calculation Period
for each bank so quoting (being no fewer than 5) as being the mean buying and
selling rate for a bill of exchange of the type specified for the purpose of
quoting on the Reuters Screen page "BBSW" having a tenor closest to
the duration of that Calculation Period, eliminating the highest and lowest
mean rates and taking the average of the remaining mean rates and then (if necessary)
rounding the resultant figure upwards to 4 decimal places. If fewer than 5
banks quote on the Reuters Screen page "BBSW", the rate for that
Calculation Period shall be calculated as above by taking the rates otherwise
quoted by 5 banks on application by ABN for such a bill of the same tenor. If a
rate cannot be determined in accordance with the foregoing procedures, then the
Bank Bill Rate shall mean such rate as is specified in good faith by ABN at or
around that time on that date, having regard, to the extent possible, to
comparable indices then available as to the rates otherwise bid and offered for
such bills of that tenor around that time.


“Banking Day”
means any date on which banks are open for business generally in Sydney.


“Commencement Date”
means:


(a)           in relation to a Hedge, the due date for
the commencement of the Hedge being: 




(i)             for a Swap Transaction, its Trade Date as specified in
the corresponding confirmations issued under the ISDA Master Agreement; and


 


(ii)            for a Forward Rate Agreement, its
Deal Date as specified in the corresponding confirmations issued under the ISDA
Master Agreement.


 


(b)           in relation to a Deposit, the date of the
Deposit with ABN; and


 


(c)           in relation to an Approved Fund, the date upon which
the relevant Fund Approval Notification is given.


“Deposit”
means a cash deposit made by an Approved Fund with ABN in accordance with this
Agreement.


“Deposit Facility”
means the facility provided by ABN under this Agreement to accept Deposits.


“Designated Hedges”
has the meaning given in clause 6.1.


“Dollar”
or “$” means the lawful currency
for the time being of the Commonwealth of Australia.


“Effective Novation
Date” has the meaning given in clause 6.1.


“Encumbrance”
means any mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation,
security interest, title retention, preferential right, trust arrangement,
contractual right of set-off or any other security agreement or arrangement in
favour of any person.


“Event of Insolvency”
means:


(a)           in relation to a given corporation, any of
the following events: 




(i)           a liquidator, provisional liquidator, trustee,
administrator, manager, receiver and manager or similar officer is appointed in
respect of that corporation or any of its assets;


 


(ii)          an application is made to a court for
an order and is not removed, enjoined or stayed within 30 days of the same
being made or an order is made or a resolution is passed for


 


 


2

















 


the purpose of appointing a person referred to in
paragraph (a) (i), or for winding up the corporation, for implementing a
scheme of arrangement for the corporation or for placing the corporation under
official management;


(iii)         a moratorium of any debts of the corporation or an
official assignment or a composition or an arrangement formal or informal with
the corporation’s creditors or any similar proceedings or arrangement by which
the assets of that corporation are submitted to the control of its creditors,
is applied for, ordered or declared;


 


(iv)         the corporation becomes or is declared insolvent
within the meaning of any applicable law or is unable or admits in writing its
inability to pay its debts as these fall due; and


 


(v)          any distress, execution, attachment or
other process is made or levied against any asset of the corporation; or


 


(b)           in relation to an Approved Fund, any of
the following events: 




(i)           any of the events referred to in paragraph (a)
(i)-(v) of this definition occurs in relation to the Trustee of that
Approved Fund or in relation to any of the assets of that Approved Fund; or


 


(ii)          any application is made to a court for an order, or an
order is made by a court, for the winding up or termination of that Approved
Fund.


“Facility”
means each of the Deposit Facility, the Swap Facility and the Forward Rate
Facility.


“Facility
Termination Date” means the earlier of:


(a)           31 December 2006 or such later
date as is agreed in writing from time to time between the Trust Manager and
ABN, and notified by the Trust Manager to the Trustee; and


 


(b)           such earlier date on which the
Facility is terminated or cancelled by ABN in accordance with this Agreement.


“Facility
Termination Event” means any of the events set out in clauses 13.1
and 13.2.


“Fixed Rate Loan”
means, at any time, that part of the principal outstanding of a Loan secured by
a Mortgage in respect of which the applicable interest rate is not at that time
variable at the discretion of the Lender.


“Forward Rate
Agreement” means a forward rate agreement between ABN and an
Approved Issuing Fund on the terms contained in the ISDA Master Agreement.


“Forward Rate
Facility” means the facility provided by ABN under this Agreement to
enter into Forward Rate Agreements.


“Forward Rate
Facility Limit” means, subject to this Agreement, $500,000,000.


“Fund Approval Application”
means an application by the Trust Manager to ABN for ABN’s approval of a Fund
as an Approved Fund for the purposes of this Agreement made in accordance with
clause 4.1 (as the same may from time to time be varied by agreement between
the Trust Manager and ABN).


“Fund Approval
Notification” means a notification by ABN to the Trust Manager that
a Fund is an Approved Fund for the purposes of this Agreement given in
accordance with clause 4.4 (as the same may from time to time be varied by
agreement between the Trust Manager and ABN).


“Hedge”
means a Swap Transaction or a Forward Rate Agreement.


“Hedge Facility”
means the Swap Facility or the Forward Rate Facility.


 


3

















 


“Hedge Facility
Limit” means, subject to this Agreement, $1,000,000,000.


“ISDA Definitions”
means the 1991 ISDA Definitions, as published by the International Swap Dealers
Association, Inc.


“ISDA Master
Agreement” means an agreement dated on or about the date of this
Agreement between the Trustee, the Trust Manager and ABN in the form of the
Standard ISDA Agreement, with such amendments as are agreed to between the
Trustee, the Manager and ABN.


“Material Adverse
Effect” means an effect which is materially adverse to:


(a)           the ability of the Trustee or the
Trust Manager or both of them to perform and observe any of their material
obligations under their respective Relevant Documents; or


 


(b)           the validity or enforceability by ABN
against the Trustee or the Trust Manager or both of them of their respective
Relevant Documents in accordance with their terms, where such documents are
intended to be capable of being enforced by ABN.


“Notional Amount”
in relation to a Hedge has the same meaning as in the ISDA Definitions but for
a Hedge which is a Forward Rate Agreement the “Notional Amount” means its Contract Amount.


“Relevant Documents”
means:


(a)           in relation to the Trustee: this
Agreement, the ISDA Master Agreement and each other Transaction Document
relating to an Approved Fund to which the Trustee is a party or which is issued
by the Trustee;


 


(b)           in relation to the Trust Manager:
this Agreement and each other Transaction Document relating to an Approved Fund
to which the Trust Manager is a party or which is issued by the Trust Manager;
and


 


(c)           in relation to ABN: this Agreement
and the ISDA Master Agreement.


“Standard ISDA
Agreement” means the 1992 Multicurrency - cross border version of
the ISDA Master Agreement (as published by International Swap Dealers
Association, Inc.), with the “September 1991 Australian Addendum No.
2 (as amended in September 1992 and March 1994 and March 1997) -
Swaptions” and the “September 1992 Australian Addendum No. 6 - A$ Forward
Rate Agreements “ attached thereto and incorporated therein.


“Swap Facility”
means the facility provided by ABN under this Agreement to enter into Swap
Transactions.


“Swap Transaction”
means an interest rate swap transaction, a forward interest rate swap
transaction and, if agreed by ABN in its absolute discretion, any other swap
transaction (as defined in the ISDA Definitions), but does not include a
Forward Rate Agreement or an Option to enter into a Forward Rate Agreement.


“Tax” and
“Taxes” means all income, stamp
and other taxes, levies, imposts, deductions, charges and withholdings
whatsoever together with interest thereon and penalties, if any, and charges,
fees or other amounts made on or in respect thereof and “Taxation” will be construed accordingly.


“Transaction”
means a Hedge or a Deposit (as the context requires).


“Transferee Fund”
has the meaning given in clause 6.1.


“Transferor Fund”
has the meaning given in clause 6.1.


“Trust Deed”
means a Master Trust Deed dated 7 March 1995 between Permanent and AMS
establishing the trusts known as ARMS II Funds, as amended from time to time.


 


4

















 


“Trustee”
means Permanent or such other trustee from time to time under the Trust Deed.


“Warehouse Fund
Limit” means, subject to this Agreement, $50 million.


1.2          Expressions used in the Trust Deed


Unless the context indicates a contrary intention and
unless otherwise defined herein, subject to clause 1.9, words and expressions
defined in the Trust Deed have the same meaning where used in this Agreement as
they have in the Trust Deed. Such words and expressions include:


“Assets”, “Beneficiary”, “Bonds”,
“Designated Rating Agency”, “Face Value”, “Fund”, “Issuing Fund”, “Mortgage”,
“Transaction Document”, “Trust Manager” and “Warehouse Fund”.


1.3          Incorporation of ISDA Master Agreement
Definitions


Unless the context indicates a contrary intention and
unless otherwise defined herein, words and expressions defined or incorporated
in the ISDA Master Agreement (including words and expressions defined in the
ISDA Definitions) have the same meanings where used in this Agreement as they
from time to time have in the ISDA Master Agreement. Such words and expressions
include:


“Calculation Period”, “Contract
Amount”, “Contract Rate”, “Designated Maturity”, “Early Termination Date”,
“Fixed Rate”, “Floating Rate”, “Option” and “Termination Date”.


1.4          Interpretation


In this Agreement unless the context indicates a
contrary intention:


(a)           a reference to this Agreement
includes the Recitals and the Schedules;


 


(b)           the expression “person” includes an individual, a body
politic, a corporation and a statutory or other authority or association
(incorporated or unincorporated);


 


(c)           a reference to any party includes
that party’s executors, administrators, successors, substitutes and assigns,
including any person taking by way of novation;


 


(d)           a reference to any deed, agreement,
document or instrument is to such deed, agreement, document or instrument as
amended, novated, supplemented, varied or replaced from time to time provided
that where this Agreement refers to a word or expression defined in any deed,
agreement or document and there is an amendment to that definition in such
deed, agreement or document and ABN is not a party to such deed, agreement or
document, the amended definition only takes effect for the purposes of this
Agreement if consented to by ABN in writing;


 


(e)           a reference to any legislation or to
any section or provision thereof includes any statutory modification or
re-enactment or any statutory provision substituted therefor and all
ordinances, by-laws, regulations and other statutory instruments issued
thereunder;


 


(f)            words importing the singular shall
include the plural (and vice versa) and words denoting a given gender shall
include all other genders;


 


(g)           headings are for convenience only and shall not affect
the interpretation of this Agreement;


 


(h)           a reference to a clause or a Schedule
is a reference to a clause or Schedule respectively of this Agreement;


 


(i)            where any word or phrase is given a
defined meaning any other part of speech or other grammatical form in respect
of such word or phrase has a corresponding meaning;


 


5

















 


(j)            where the day on or by which any sum
is payable or any act, matter or thing is to be done is a day other than a
Banking Day such sum must be paid and such act, matter or thing must be done on
the immediately following Banking Day;


 


(k)           all accounting terms used in this
Agreement have the meaning given to those terms under accounting principles and
practices generally accepted in Australia from time to time;


 


(l)            a reference to time is to Sydney
time; and


 


(m)          a reference to entering into a Hedge
includes a reference to the novation of that Hedge pursuant to clause 6 or
otherwise.


 


6

















 


1.5          ABN’s Credit Rating


(a)           ABN acknowledges that the Trustee and
the Trust Manager have entered into this Agreement on the basis of and in
reliance upon ABN’s credit rating current at the date of this Agreement by each
of ABN’s Rating Agencies.


 


(b)           Subject to paragraph (c), during the
term of any Bonds issued by an Approved Issuing Fund, the credit rating of ABN
by any of ABN’s Rating Agencies is at any time reviewed downwards from the
rating current at the date of this Agreement and as a result of such downgrade the
credit rating of those Bonds would be reviewed downwards, then upon request by
the Trust Manager ABN must, at ABN’s cost, use its reasonable endeavours to
provide such assistance as may reasonably be required to assist the Trust
Manager to implement a cost efficient arrangement enabling restoration or
maintenance of the credit rating of those Bonds at the rating that was
applicable to those Bonds prior to the review of ABN’s credit rating.


 


(c)           If, during the term of any Bonds
issued by an Approved Issuing Fund, the credit rating of ABN falls below “A2”
by Moody’s Investors Service, Inc or “A-1 +” by Standard & Poor’s Inc,
then ABN must within 30 days (or within 5 days if the credit rating of ABN
falls below “A-1” by Standard & Poor’s Inc.), on request by the Trust
Manager lodge cash or other collateral with a bank or financial institution
acceptable to each such Rating Agency (which may be ABN itself) of an amount
and on such terms as are sufficient to ensure that the credit rating of those
Bonds is maintained at the rating that was applicable to those bonds prior to
the review of ABN’s credit rating. It is the intention of the parties that so
far as is consistent with maintenance of the credit rating of the Bonds (as
contemplated by this paragraph): 




(i)             any interest accrued on any deposit of cash collateral
shall belong to ABN; and


 


(ii)            any cash collateral should be deposited with and held
by ABN.


1.6          References to Funds and Liability of
Trustee


Each Transaction will be entered into by the Trustee
in its capacity as trustee of a Fund and not in its personal capacity.
Accordingly, references in this Agreement and the ISDA Master Agreement to:


(a)           any act or omission by, or a reference to, a Fund (in
whatever form or context) shall be construed as an act or omission by, or a
reference to, the Trustee acting in its capacity as a trustee of that Fund; and


 


(b)           any right conferred on, or obligation imposed on or
assumed by a Fund (in whatever form or context) shall be construed as
references to a right conferred on or an obligation imposed on or assumed by
the Trustee acting in its capacity as trustee of that Fund.


1.7          No Enquiry by ABN


Unless it has actual notice to the contrary, ABN:


(a)           is entitled to assume that the Trust Manager has
complied to all respects with all of its obligations to the Trustee under all
Transaction Documents to which the Trust Manager is a party; and


 


(b)           has no obligation to make any enquiry as to whether or
not the Trust Manager has so complied.


 


7

















 


1.8          Transaction Documents


This Agreement and the ISDA Master Agreement are each
Transaction Documents for the purposes of the Trust Deed.


1.9          AMP Warehouse Trust


(a)           For the purposes of this clause and clause 1.10: 




(i)             “AMP Warehouse Trust” means the
trust constituted by the AMP Warehouse Trust Deed and known as the AMP
Warehouse Trust; and


 


(ii)            “AMP Warehouse Trust Deed” means the
Deed dated 29 March 1994 between Australian Mutual Provident Society, ARBN
008 387 371, Permanent and AMS, as amended from time to time.


 


(b)           In this Agreement: 




 


(i)             a reference to a Fund includes the AMP Warehouse
Trust;


 


(ii)            a reference to the Trustee includes a reference to
Permanent in its capacity as trustee of the AMP Warehouse Trust or to such
other trustee from time to time of the AMP Warehouse Trust;


 


(iii)           a reference to the Trust Deed, in the context of a
Fund which is the AMP Warehouse Trust, is to the AMP Warehouse Trust Deed; and


 


(iv)          a reference to a term defined in the Trust Deed, where
that defined term is used in the context of a Fund which is the AMP Warehouse
Trust, is to the equivalent defined term (howsoever described) in the AMP
Warehouse Trust Deed or where there is no equivalent defined term in the AMP
Warehouse Trust Deed to the defined term in the Trust Deed but with all such
amendments as are necessary so that it can be construed as applying to the AMP
Warehouse Trust.


1.10        Direction by the Trust Manager


(a)           (ARMS II Funds):
AMS in it capacity as Manager of the ARMS II Funds directs Permanent as trustee
of the ARMS II Funds to enter into and perform its obligations under this
Agreement, the ISDA Master Agreement and each Hedge entered into by Permanent
as trustee of the ARMS II Funds.


 


(b)           (AMP Warehouse Trust):
AMS in its capacity as Manager of the AMP Warehouse Trust directs Permanent, as
trustee of the AMP Warehouse Trust, to enter into and perform its obligations
under, this Agreement, the ISDA Master Agreement and each Hedge entered into by
Permanent as trustee of the AMP Warehouse Trust.


2.             THE FACILITIES


2.1          Agreement to provide the Facilities


Subject to the terms of this Agreement, and in
reliance upon the representations, warranties and undertakings by the Trust
Manager and the Trustee in this Agreement, ABN agrees to make the Deposit
Facility, the Swap Facility and the Forward Rate Facility available to each
Approved Fund.


 


8

















 


2.2          Hedge Facility Limits


(a)           (Aggregate Hedge
Limit): ABN is not obliged to enter into any Hedge with any Approved
Fund if the then aggregate Notional Amounts of all existing Hedges with all
Approved Funds, plus the Notional Amount of the Hedge proposed to be entered
into, is greater than the Hedge Facility Limit.


 


(b)           (Warehouse Fund
Limit): ABN is not obliged to enter into any Hedge with any Approved
Fund which is a Warehouse Fund if the then aggregate Notional Amounts of all
existing Hedges with all Warehouse Funds, plus the Notional Amount of the Hedge
proposed to be entered into, is greater than the Warehouse Fund Limit.


 


(c)           (FRA Facility Limit):
ABN is not obliged to enter into any Forward Rate Agreement with any Approved
Fund if the then aggregate Contract Amount for all existing Forward Rate
Agreements with all Approved Funds, plus the Contract Amount of the Forward
Rate Agreement proposed to be entered into, is greater than the Forward Rate
Facility Limit.


 


(d)           (Individual Approved
Fund Limits): ABN is not obliged to enter into any Hedge with any
Approved Fund if: 




(i)             ABN has not approved the granting of the corresponding
Hedge Facility to the Approved Fund in a Fund Approval Notification; or


 


(ii)            the then aggregate Notional Amounts of the particular
type of existing Hedges with the Approved Fund, and the Hedge proposed to be
entered into, is greater than the aggregate Notional Amount or the aggregate
Contract Amount (as the case may be) for the particular type of Hedge as
specified in the corresponding Fund Approval Notification.


2.3.         Deposit Facility Limit


(a)           (Availability of
Deposit Facility): The Deposit Facility is only available to an
Approved Fund if the Trust Manager has applied for the Deposit Facility to be
available to the Approved Fund in a Fund Approval Application and ABN has
approved the granting of the Deposit Facility to the Approved Fund in the
corresponding Fund Approval Notification.


 


(b)           (No Limit on
Deposits): Where the Deposit Facility is available to an Approved
Fund, there is no limit on the amount of Deposits that may be accepted by ABN
from that Approved Fund.


2.4.         Subsequent Variation of Availability
of Hedges


(a)           (Increase in Hedge
Limits): If, as a result of the operation of clause 2.2, a Hedge is
not available to an Approved Fund, ABN may, in its absolute discretion,
following a written request from the Trust Manager, by notice in writing to the
Trust Manager (which the Trust Manager must copy to the Trustee), increase the
Hedge Facility Limit, the Warehouse Fund Limit or the Forward Rate Facility
Limit (as the case may be).


 


(b)           (Variation of
Availability of Facilities): The Trust Manager may from time to time
issue an amended Fund Approval Application for an Approved Fund to ABN. ABN may
in its absolute discretion issue an amended Fund Approval Notification in
respect of that Approved Fund. Such amended Fund Approval Notification will
supersede any previous Fund Approval Notification in relation to the
corresponding Approved Fund (to the extent of such amendment).


 


9

















 


2.5.         Availability of each Facility


Subject to the terms of this Agreement, each Facility
is available until the Facility Termination Date, whereupon each Facility will
be cancelled and any unutilised portion of the Hedge Facility Limit, the
Warehouse Facility Limit and the Forward Rate Facility Limit will be permanently
reduced to the level of utilisation current on that date.


3.             CONDITIONS PRECEDENT


3.1          Initial Conditions Precedent


The obligation of ABN under this Agreement to provide
the Facilities is subject to the conditions precedent that prior to the first
utilisation of a Facility:


(a)           (Delivery of
Documents): ABN receives all of the following in form and substance
satisfactory to it: 




(i)             this Agreement duly executed by the Trustee and the
Trust Manager;


 


(ii)            a copy of the Trust Deed certified to be a then true
copy thereof by two Authorised Officers of the Trust Manager and the Trustee;


 


(iii)           the ISDA Master Agreement duly executed by the
Trustee;


 


(iv)          legal opinions from the Trustee’s and Trust Manager’s
respective solicitors; and


 


(v)           certificates from each of the Trustee and the Trust
Manager respectively under which each appoints at least 2 Authorised Officers
for the purposes of this Agreement; and


 


(b)           (ABN’s Fee):
ABN and the Trust Manager have agreed on the amount and other details of ABN’s
fee as contemplated by clause 10.1.


3.2          Conditions Precedent to utilisation of
a Facility for a Particular Fund


The obligation of ABN to make a Facility available to
a Fund is subject to the following conditions precedent being satisfied in
relation to that Nominated Fund:


(a)           (Receipt of Fund
Approval Application): ABN receives a Fund Approval Application in
accordance with this Agreement in relation to that Fund requesting, amongst
other things, that ABN make available the Facility for the Fund;


 


(b)           (Issue of Fund
Approval Notification): ABN has issued a Fund Approval Notification
in relation to that Fund and that Facility;


 


(c)           (Security Trust Deed):
in the case of a Fund in respect of which there is or will be a Security Trust
Deed, ABN has received a copy of that Security Trust Deed, which must be in
form and substance satisfactory to ABN (in its absolute discretion), certified
by an Authorised Officer of the Trust Manager or by the Trust Manager’s
solicitors; and


 


(d)           (Agreement as to
Hedge Rates): in the case of a proposed utilisation of a Hedge
Facility, agreement has been reached between ABN and the Trust Manager, prior
to the proposed Commencement Date of the corresponding Hedge, as to either: 




(i)             the applicable Fixed Rate and Floating Rate or Contract
Rate (as the case may be) for that Hedge and the Hedge is entered into prior to
the expiration of the period specified by ABN for which the Fixed Rate and
Floating Rate or the Contract Rate (as the case may be) will be available for
the Hedge; or


 


10

















 


 


(ii)            as to the Agreed Spread for calculating the Fixed
Rate, the Floating Rate or the Contract Rate (as the case may be) to apply to
the particular class of corresponding Hedge and the Hedge is entered into prior
to the expiration of the Availability Period for the Agreed Spread.


3.3          Conditions Precedent to all
Utilisations of the Facilities


The obligation of ABN to permit the utilisation of
each Facility in relation to a Fund is subject to the following further
conditions precedent being satisfied (or waived in writing by ABN in its
absolute discretion):


(a)           (Representation and
warranties true): the representations and warranties made to ABN
under this Agreement remain true and correct on the proposed date for the
utilisation of the Facility as though made on each such date; and


 


(b)           (No Facility
Termination Event): no Facility Termination Event is subsisting on
the proposed date for the utilisation of the Facility or would result from the
utilisation of the Facility, which, in either case, entitles ABN to terminate
or suspend the availability of the Facilities to that Fund.


4.             APPROVAL PROCESS FOR THE AVAILABILITY
OF FACILITIES FOR A FUND


4.1          Fund Approval Application


The Trust Manager may from time to time request ABN to
approve a Fund as an Approved Fund for the purposes of this Agreement by giving
to ABN a written application complying with clause 4.2.


4.2          Requirements of a Fund Approval
Application


Each Fund Approval Application must:


(a)           (Form):
be in the form and contain the information referred to in the Schedule;


 


(b)           (Fund):
contain a nomination of a Fund as an Approved Fund;


 


(c)           (Facilities):
contain a nomination by the Trust Manager of the proposed Facilities to be made
available to that Fund;


 


(d)           (Hedge Facility
Amounts): contain a nomination by the Trust Manager of the aggregate
Notional Amounts or Contract Amounts to apply to each Hedge Facility nominated
by the Trust Manager to apply to that Fund;


 


(e)           (Transaction
Documents): have attached to it a copy of each existing or proposed
Transaction Document (other than this Agreement and the ISDA Master Agreement)
relating to that Fund, certified as a true copy thereof by an Authorised
Officer of the Trust Manager or by the Trust Manager’s solicitors (unless such
a certified copy has been previously supplied to ABN);


 


(f)            (Received by ABN):
be received by ABN 2 Banking Days before the proposed date for the first
utilisation of the Facilities nominated by the Trust Manager to apply to the
Fund or such other period as may be agreed from time to time in writing between
the Trust Manager and ABN; and


 


(g)           (Signed):
be signed by 2 Authorised Officers of the Trust Manager.


 


11

















 


4.3          ABN’s Discretion to approve Facilities
for a Fund


Following receipt of a Fund Approval Notification in
relation to a Fund, ABN may in its absolute discretion approve, or decline to
approve, that Fund as an Approved Fund for the purposes of this Agreement or
the availability of a proposed Facility nominated by the Trust Manager to apply
to that Fund.


4.4          Issue of Fund Approval Notification by
ABN


If ABN approves a Fund to be an Approved Fund, and the
making available to that Fund of the Facilities nominated by the Trust Manager,
ABN will issue to the Trust Manager an approval by completing, signing and
returning to the Trust Manager the Fund Approval Notification set out at the
end of the relevant Fund Approval Application. Upon the issue of a Fund
Approval Notification, the Fund referred to therein will be an Approved Fund
for the purposes of this Agreement and ABN must make the Facilities referred to
therein available to that Fund, subject to:


(a)           the terms and conditions of this Agreement; and


 


(b)           the satisfaction of any additional terms and
conditions specified by ABN in the Fund Approval Notification.


If ABN decides not to issue a Fund Approval
Notification, it will advise the Trust Manager in writing to this effect as
soon as practicable thereafter.


5.             UTILISATION OF THE HEDGE FACILITY


5.1          Agreement as to Spreads for Hedges


ABN and the Trust Manager may from time to time agree
in writing:


(a)           the spread to a designated benchmark for calculating
the Fixed Rate and the Floating Rate or the Contract Rate (as the case may) to
apply for particular classes of future Hedges; and


 


(b)           the period for which any such agreed spread is to
apply.


5.2          ABN may revoke previous agreement as to
Spreads


(a)           Subject to the terms of this Agreement, if and for so
long as there is an Agreed Spread in relation to a particular class of Hedge,
then that Agreed Spread shall be used for calculating the Fixed Rate, Floating
Rate or Contract Rate (as the case may be) at which the class of Hedge will be
entered into until the Availability Period for the Agreed Spread expires or is
terminated.


 


(b)           If ABN in its absolute discretion believes that
conditions applicable in the relevant financial market have changed from those
prevailing at the time any agreement was reached between it and the Trust
Manager pursuant to clause 5.1, it may by not less than 10 Business Days notice
in writing to the Trust Manager terminate the Availability Period for any
Agreed Spread applicable to any class of Hedge. This clause does not prevent
the Trust Manager and ABN thereafter entering into a fresh agreement pursuant
to clause 5.1.


5.3          Manner of entering into Hedges


(a)           (ISDA Master
Agreement): Except to the extent specifically otherwise agreed
between the parties, any Hedge under a Hedge Facility which is available to an
Approved Fund must be


 


12

















 


entered into in the manner and the form prescribed by,
and upon and subject to the terms of, the ISDA Master Agreement.


(b)           (Other Terms):
Without limiting any other provision of this Agreement, ABN is not obliged to
enter into any Hedge unless: 




(i)             in the case of a proposed Swap Transaction or Forward
Rate Agreement, the Floating Rate and the Fixed Rate or the Contract Rate (as
the case may be) are in accordance with any then prevailing agreement referred
to in clause 3.2(d) and the Termination Date is in accordance with clause 5.4;


 


(ii)            in the case of a proposed Swap Transaction, the
Calculation Periods are approximately 30 days (or such other periods as may be
agreed in writing from time to time between the Trust Manager and ABN, either
to apply generally or in one or more particular instances); and


 


(iii)           in the case of a proposed Forward Rate Agreement, the
Contract Amount, Settlement Date, Termination Date and Designated Maturity have
been agreed with the Trust Manager and are not inconsistent with this Agreement
(unless otherwise agreed to in writing by ABN).


5.4          Maximum Term of Hedges


ABN is not obliged to enter into any Hedge under this
Agreement with a term exceeding 5 1/2 years from its Commencement Date (or
such longer period as may be agreed in writing from time to time between the
Trust Manager and ABN, and notified by the Trust Manager to the Trustee).


6.             NOVATION OF HEDGES


6.1          Notice of Novation


Subject to clause 6.3, the Trust Manager may from time
to time give written notice to ABN (copied to the Trustee) specifying that with
effect from a date (the “Effective Novation
Date”) specified in the notice all or part of the obligations of the
Trustee under one or more Hedges (the “Designated
Hedges”) will cease to be owed by it in its capacity as trustee of
the Approval Fund (the “Transferor Fund”)
in respect of which those Hedges were entered into, and will become owed by it
in its capacity as trustee of the Approved Fund specified in the notice (the “Transferee Fund”).


 


13

















 


6.2          Effect of Notice of Novation


If the Trust Manager gives a notice under clause 6.1,
then, subject to clause 6.3, with effect from the Effective Novation Date:


(a)           the obligations of the Trustee under the Designated
Hedges will, to the extent of all or part of the obligations as specified in
the notice cease to be owned by it in its capacity as trustee of the Transferor
Fund and will immediately (without any further act or thing needing to be done)
become owned by it in its capacity as trustee of the Transferee Fund;


 


(b)           the obligations of ABN under the Designated Hedges
will, to the extent to which they correspond to the obligations of the Trustee
specified in the notice, cease to be owed to the Trustee as trustee of the
Transferor Fund and will immediately (without any further act or thing needing
to be done) become owed to the Trustee as trustee of the Transferee Fund; and


 


(c)           if the notice specifies that part only of the
obligations of the Trustee under the Designated Hedges are to cease to be owed
by the Trustee in its capacity as trustee of the Transferor Fund, then: 




(i)             the Notional Amount or Contract Amount (as the case
may be) of the Designated Hedges shall be reduced to that extent; and


 


(ii)            a new Hedge shall be deemed to be entered into between
the Trustee as trustee of the Transferee Fund and ABN having a Notional Amount
or Contract Amount (as the case may be) equal to the amount of such reduction
and a Commencement Date which is the Effective Novation Date, but otherwise on
the same terms as the Designated Hedges with such consequential amendments as
are necessary to give effect thereto.


6.3          Requirements for Novation


(a)           (Preconditions to
Novation):  A notice under clause 6.1, and the effect of
that notice under clause 6.2, is subject to the operation of clause 2.2 and the
compliance by the Trust Manager with its obligations under clause 7, in
relation to the Transferee Fund.


 


(b)           (When Notice must be
given):  The Trust Manager must give a notice under clause
6.1 where to do so will ensure continuing compliance by the Trust Manager of
its obligations under clause 7 in relation to the Transferor Fund and the
Transferee Fund.


7.             HEDGING OBLIGATIONS OF TRUST MANAGER


The Trust Manager undertakes to the Trustee and ABN
(and as between the Trust Manager and the Trustee, subject to the terms of any
other Transaction Document) to exercise its rights and powers under the Trust
Deed and this Agreement in such a way as to ensure that:


(a)           any mismatch between: 




 


(i)             the basis of calculating interest payable to an
Approved Fund (and the principal amount by reference to which such interest is
payable) in respect of any Loan comprised in the Assets of that Approved Fund;
and


 


(ii)            the basis of calculating interest or other amounts
payable to Bondholders or Beneficiaries of that Approved Fund (and the
principal amount or other sum by reference to which such interest or other
amount is payable) in respect of Bonds issued by, or other amounts payable
under Transaction Documents relating to, that Approved Fund,


is fully hedged; and


 


14

















 


(b)           at all times the aggregate of the Notional Amounts and
Contract Amounts of all Hedges in respect of which an Approved Fund has rights
and owes obligations is less than 100% of the aggregate Face Value of all
Mortgages comprised in the Assets of that Approved Fund.


8.             GENERAL HEDGE FACILITY PROVISIONS


8.1          Telephone Dealing


(a)           (Communications may
be made by Telephone):  All notices, quotes, acceptances
and other communications required by or made in connection with each Hedge or
the making of each Hedge may be made by telephone.


 


(b)           (Entitled to Assume
Dealing with Authorised Officer):  Each party will be
entitled to assume, in the absence of knowledge to the contrary, that a person
who claims or purports to be a person who is an Authorised Officer of another
party is in fact that person, and that other party shall be bound by all
communications made by that person.


 


(c)           (Tape Recordings):  The
parties to this Agreement may make a tape recording of any telephone
conversation between any of them relating to this Agreement. Any tape recording
will remain at all times the property of the party which made the recording and
may be used, kept or destroyed at the entire discretion of that party, but if
there is a disagreement as to the contents of a telephone conversation and a
tape recording by a party of that conversation is in existence, then a copy of the
relevant part of such tape recording, or a certified transcript thereof, held
by the party will be made available to the other party to that conversation on
request (and at that other party’s expense) and will be available as evidence
in any court proceedings.


 


(d)           (Confirmations):  Upon
entering into a Hedge by telephone, the parties to that Hedge must follow the
procedures for confirming the Hedge as set out in Part 5(e) of the ISDA
Master Agreement. A failure by any party to the Hedge to follow such procedures
in relation to a Hedge will not negate, or affect the enforceability of, the
Hedge.


8.2          Standard Terms of Hedges


Unless otherwise provided herein, or unless expressly
agreed in writing between the parties in relation to a particular Hedge, all
Hedges entered pursuant to this Agreement will:


(a)           (Arrears Basis):  be
entered into and settled on an arrears calculation and payment basis; and


 


(b)           (Business Day
Convention):  be subject to the Following Business Day
Convention.


 


8.3          Trust Manager to Notify Trustee of all
Hedges


The Trust Manager must notify the Trustee of the
material terms of each Hedge at the time or promptly after the Hedge is entered
into.


8.4          Valuation Report


Not later than 5 Business Days after the end of each
calendar month if requested by the Trust Manager, and at such other times as
the Trust Manager may from time to time request on not less than 2 Business
Day’s notice, ABN must deliver to the Trust Manager a report specifying, as at
the end of that month or the date specified by the Trust Manager in its request
(as the case may be):


(a)           (Individual Notional
Amounts):  the Notional Amount for each Hedge then
current;


 


15

















 


(b)           (Total For each Fund):  the
aggregate Notional Amount for all Hedges then current for each Approved Fund;
and


 


(c)           (Aggregate Notional
Amounts for all Funds):  the aggregate Notional Amount for
all Hedges then current for all Approved Funds.


9.             DEPOSIT FACILITY


9.1          Provision of Facility


Subject to this Agreement, ABN agrees to accept from
to time Deposits from an Approved Fund.


9.2          Agreement as to Terms


ABN will from time to time, if required by the Trust
Manager, notify the Trust Manager in writing of the interest rate, interest
payment dates and maturity dates applicable for particular types of Deposits
that it is prepared to accept from an Approved Fund and of the period for which
it is prepared to accept any such type of Deposit. Subject to the foregoing,
each Deposit will be on such terms as may be agreed between ABN and the Trust
Manager, or failing such agreement, on ABN’s normal terms for accepting a
deposit of the same type as the Deposit.


9.3          Confirmation of Deposits/Terms


If a Deposit is made by an Approved Fund, ABN will
within 5 Banking Days of receipt of the Deposit (or such longer period from
time to time agreed by the Trust Manager with ABN) confirm in writing to the
Trust Manager (which the Trust Manager must copy to the Trustee) receipt of the
Deposit and the interest rate, interest payment dates and maturity date
applicable to the Deposit (the interest rate and the interest payment dates
must be consistent with the most recent notification by ABN pursuant to clause
9.2 for the type of the Deposit).


9.4          Agreement to Pay Interest and Repay
Principal


In respect of each Deposit, ABN must:


(a)           (Interest):  pay
to the Approved Fund interest on that Deposit at the interest rate and on the
interest payment dates referred to in the written confirmation by ABN relating
to that Deposit pursuant to clause 9.3; and


 


(b)           (Repay Principal):  repay
that Deposit to the Approved Fund on the maturity date for the Deposit
specified in the written confirmation relating to that Deposit given pursuant
to clause 9.3.


9.5          Indemnity for early Repayment


Each Approved Fund must not seek the repayment of a
Deposit prior to its scheduled maturity date. If for any reason ABN is required
to repay a Deposit prior to its scheduled maturity date (including, but not
limited to, any law relating to insolvency), the relevant Approved Fund must
indemnify, and pay to ABN on demand, any expenses or losses (including a loss
of profit) suffered or incurred, either directly or indirectly, by ABN as a
result thereof. ABN is entitled to deduct its expenses or losses from the
amount of the Deposit. ABN must provide to the Trust Manager prior to or at the
same time as making any such deduction reasonable details of the calculation of
the amount of any such expenses or losses.


 


16

















 


9.6          Not Set-Off or Combination


ABN waives and shall not have or be entitled to
exercise any right of set-off, combination of accounts, lien or Security
Interest over any Deposit. Without limitation, ABN shall not be entitled to
set-off any obligation by an Approved Fund under or in respect of a Hedge
against any obligation of ABN under or in respect of a Deposit.


10.          FEES


10.1        ABN’s Fee


The Trustee must pay ABN any applicable fee calculated
and due on such dates as agreed in writing from time to time between the Trust
Manager and ABN (the details of which must be notified by the Trust Manager to
the Trustee). The Trust Manager must direct the Trustee to allocate such fee
between the Approved Funds on such basis as is agreed from time to time between
the Trustee and the Trust Manager.


10.2        Profits on Hedges and Deposits


ABN is entitled for its own account to any profits
earned by it in relation to any Hedge entered into by it, or Deposit accepted
by it, under this Agreement.


11.          REPRESENTATIONS AND WARRANTIES


11.1        General Representations and Warranties


The Trustee and the Trust Manager each represents and
warrants to ABN in respect of itself that:


(a)           (Legally binding
obligation):  its Relevant Documents constitute or will
constitute its valid and legally binding obligations in accordance with their
terms;


 


(b)           (Execution, delivery
and performance):  the execution, delivery and performance
of its Relevant Documents do not and will not violate any existing law or
regulation or any document or agreement to which it is a party or which is
binding upon it or any of its assets;


 


(c)           (Authorisations):  all
consents, licences, approvals and authorisations of every government authority
required to be obtained by it in connection with the execution, delivery and
performance of its Relevant Documents have been or will be obtained and are or
will be valid and subsisting;


 


(d)           (Due incorporation):  it
is duly incorporated and has the power to own its own property and to carry on
its business;


 


(e)           (Memorandum and
Articles):  the execution, delivery and performance by it
of its Relevant Documents does not or will not violate its Memorandum and
Articles of Association;


 


(f)            (Corporate power):  it
has the power, and has taken or will take all corporate and other action
required, to enter into its Relevant Documents to which it is a party and to
authorise the execution and delivery thereof and the performance of its
obligations thereunder;


 


(g)           (No Termination
Event):  to the best of its knowledge and belief no event
has occurred which constitutes a Termination Event or which with the giving of
notice and/or the lapse of time and/or satisfaction of any condition and/or any
determination by any person would constitute a Termination Event;


 


(h)           (No Actions):  to
the best of its knowledge and belief, no actions, arbitrations, proceedings or
claims are pending, in progress or threatened against it or its property which
would have a Material Adverse Effect; and


 


17

















 


(i)            (Copies of
Transaction Documents):  (by the Trust Manager only) the
copies of the Transaction Documents relating to an Approved Fund provided to
ABN under this Agreement are true copies thereof and no other Transaction
Documents relating to the Approved Fund have been entered into or otherwise exist.


11.2        Approved Fund Representations and
Warranties


The Trustee represents and warrants to ABN in respect
of each Approved Fund with effect from the first Commencement Date for that
Approved Fund that:


(a)           (Trustee):  it
has power to enter into its Relevant Documents in its capacity as trustee of
the Approved Fund and to deal with the property of each Approved Fund as
therein provided;


 


(b)           (Trust validly
created):  the Approved Fund is validly created; and


 


(c)           (Trustee validly
appointed):  the Trustee has been validly appointed as
trustee of the Approved Fund and is the sole trustee thereof.


 


11.3        Security Trust Representations and
Warranties


The Trustee represents and warrants to ABN in relation
to each Security Trust Deed (if any) relating to an Approved Fund with effect
from the first Commencement Date for that Approved Fund that:


(a)           (Security Trust Deed
validly created):  the Security Trust Deed has been
validly created and is in existence;


 


(b)           (Security Trustee
validly appointed):  the Security Trustee has been validly
appointed as trustee under the Security Trust Deed and is presently the sole
trustee thereunder;


 


(c)           (Good Security):  the
Security Trust Deed constitutes a good and valid security interest over the
property held by the Approved Fund;


 


(d)           (Priority of Claims):  upon
the charge created by the Security Trust Deed becoming enforceable, the
priority of ABN’s claims against the Approved Fund under or in relation to this
Agreement or the ISDA Master Agreement (as the case may be) will be as set out
in that Security Trust Deed (subject to any law relating to creditors’ rights
generally); and


 


(e)           (No Event of Default):  to
the best of its knowledge and belief, no “Event of Default” (as defined in the
Security Trust Deed) is subsisting under the Security Trust Deed.


11.4        ABN’s Representations and Warranties


ABN represents and warrants to each of the Trustee and
the Trust Manager that:


(a)           (Legally binding
obligation):  its Relevant Documents constitute its valid
and legally binding obligations in accordance with their terms;


 


(b)           (Execution, delivery
and performance):  the execution, delivery and performance
of its Relevant Documents do not violate any existing law or regulation or any
document or agreement to which it is a party or which is binding upon it or any
of its assets;


 


(c)           (Authorisation):  all
consents, licences, approvals and authorisations of every government authority
required to be obtained by it in connection with the execution, delivery and
performance of its Relevant Documents have been obtained and are valid and
subsisting;


 


(d)           (Due incorporation):  it
is duly incorporated and has the power to own its own property and to carry on
its business;


 


18

















 


(e)           (Memorandum and
Articles):  the execution, delivery and performance by it
of its Relevant Documents does not violate its constituent documents; and


 


(f)            (Corporate power):  it
has the power, and has taken all corporate and other action required, to enter
into its Relevant Documents to which it is a party and to authorise the
execution and delivery thereof and the performance of its obligations
thereunder.


11.5        Representations and Warranties
Repeated


Each representation and warranty contained in clauses
11.1, 11.2, 11.3 and 11.4 will be repeated on each Commencement Date for each
Approved Fund, with reference to the facts and circumstances subsisting in
relation to that Approved Fund as at that time.


12.          UNDERTAKINGS


12.1        General Undertakings


Each of the Trustee and the Trust Manager undertakes
in respect of itself to ABN that until and including the later of the
Termination Date and the date on which all Hedges have been terminated or
discharged by performance:


(a)           (Perform Obligations):  it
will perform, fulfil and observe its material obligations under its Relevant
Documents; and


 


(b)           (Notification of
Certain Events):  it will notify ABN in writing as soon as
reasonably practicable after it becomes aware of: 




(i)             the occurrence of any Facility Termination Event
(construed in the case of clause 13.2(f) in the absence of the requirement
for the expiration of 10 Banking Day’s written notice from ABN requiring the
remedy of a breach or default and construed in the case of clause
13.2(d) in the absence of the requirement for a Material Adverse Effect)
provided that in the case of clause 13.2(d), ABN needs only to be notified of a
variation, amendment or waiver to a Transaction Document which the Trust
Manager in good faith considers may be material to ABN’s position; and


 


(ii)            the occurrence of any litigation, arbitration,
criminal or administrative proceedings or labour disputes relating to it or any
of its property, assets or revenues that involves a claim against it in excess
of $1,000,000 and that, if decided adversely to it, could have a Material
Adverse Effect.


12.2        Specific Undertakings of Trust Manager
Regarding Approved Funds


The Trust Manager undertakes to ABN that it will,
until the later of the Facility Termination Date and the date on which all
Hedges have been terminated or discharged by performance:


(a)           (Information):  deliver
to ABN promptly: 




 


(i)             such reports or accounts relating to each Approved
Fund as are produced for distribution to Bondholders or Beneficiaries in
relation to the Approved Fund; and


 


(ii)            such further information in its possession and control
regarding the financial condition and business operations of each Approved Fund
as ABN reasonably requires.


 


(b)           (Compliance with
accounting standards):  ensure that any reports or
accounts (other than reports or accounts in the nature of management accounts)
delivered to ABN in respect of each Approved Fund are prepared in accordance
with the Trust Deed, the Corporations Law and any applicable statute and
accounting standards and will give a true and fair view of the


 


19

















 


financial condition of the Approved Fund and its
investments and the result of its operations as at the date, and for the period
ending on the date, to which such accounts are prepared;


(c)           (Reports to Rating
Agency):  send to ABN a copy of each monthly report, or
other material statement or material information, provided to a Designated
Rating Agency in relation to each Approved Fund simultaneously with or as soon
as practicable after the provision of that report, statement or information to
that Designated Rating Agency;


 


(d)           (Restriction on
Encumbrances):  not create, permit or suffer to exist any
Encumbrance over all or any of the assets of each Approved Fund without the
prior written consent of ABN except as permitted by and in accordance with the
Master Trust Deed and the relevant Security Trust Deed;


 


(e)           (New Trustee):  notify
ABN forthwith in writing if Permanent ceases for any reason or at any time to
be the sole trustee of an Approved Fund and procure any new trustee thereof,
(who must be registered under the Trustee Companies Act, 1964 of New South
Wales or the Trustee Companies Act, 1958 of Victoria or approved by ABN which
approval will not be unreasonably withheld), to execute in favour of ABN such
covenants, deeds and other instruments which ABN requires provided that these
are not any more onerous than those required or obtained by ABN under this
Agreement or the ISDA Master Agreement; and


 


(f)            (Determination of an
Approved Fund):  to notify ABN forthwith in writing if an
Approved Fund is determined or for any reason ceases to exist or if the Trustee
is required or directed by any Beneficiary or Bondholder in relation to an
Approved Fund to do any act or thing in relation to that Approved Fund or the
Assets thereof where the Trust Manager in good faith considers that the act or
thing may be material to ABN’s position.


12.3        Undertakings of Trustee and Trust
Manager


Each of the Trustee and the Trust Manager severally
undertakes to ABN that, until the later of the Facility Termination Date and
the date upon which all Hedges have been terminated or discharged by
performance, it will not:


(a)           (Prejudice right of
Indemnity):  do or fail to do, any act whereby the
Trustee’s right of indemnity out of the assets of any Approved Fund would be
materially prejudiced or diminished in any way; and


 


(b)           (Restriction of
dealings):  except as permitted by and in accordance with
provided in the Trust Deed and the relevant Security Trust Deed, sell or
otherwise dispose of or create any interest in the trust property comprising an
Approved Fund.


12.4        Trust Manager’s Accounts


The Trust Manager undertakes to ABN that it will
deliver to ABN promptly upon request such accounts in relation to the financial
condition of the Trust Manager as are produced for inclusion in its annual
report (or consolidated group annual report, as the case may be).


13.          FACILITY TERMINATION EVENTS


13.1        Facility Termination Events—All
Approved Funds


Each of the following events is a Facility Termination
Event in respect of all Approved Funds:


(a)           (Failure to Pay):  the
Trustee or the Trust Manager does not pay on or before the third Banking Day
after the due date any moneys due to ABN under this Agreement;


 


20

















 


(b)           (Change of Trustee):  Permanent
ceases to be the Trustee of any Approved Fund or the sole Trustee without the
prior written approval of ABN which consent must not be unreasonably withheld,
delayed or conditioned;


 


(c)           (Change of Trust
Manager):  AMS ceases to be the Trust Manager without the
prior written approval of ABN;


 


(d)           (Event of Insolvency
of Trust Manager):  any Event of Insolvency occurs in
relation to the Trust Manager other than for the purposes of a corporate
reconstruction of the Trust Manager with the prior written approval of ABN;


 


(e)           (Illegality):  at
any time it is unlawful for any of the Trustee or the Trust Manager to perform
any of its obligations under this Agreement;


 


(f)            (Change in control):  without
the prior written consent of ABN, such consent not to be unreasonably withheld,
delayed or conditioned, effective control of the Trustee or the Trust Manager
is altered from that subsisting at the date of this Agreement. For the purpose
of this paragraph (f) "effective control" in relation to a
person means: 




 


(i)             control of the composition of the board of directors
of the person;


 


(ii)            control of more than half of the voting power of the
person; or


 


(iii)           control of more than half of the issued share capital
of the person excluding any part thereof which carries no right to participate
beyond a specified amount in the distribution of either profit or capital; and


 


(g)           (ASC Register):  the
Trustee or the Trust Manager ceases to be registered as a company under the Corporations
Law.


13.2        Facility Termination Events—Specific
Approved Funds


Each of the following events is a Facility Termination
Event in relation to an Approved Fund:


(a)           (Event of Insolvency
of Approved Fund):  any Event of Insolvency occurs in
relation to the Approved Fund;


 


(b)           (Designation of
Early Termination Date):  ABN designates in accordance
with the ISDA Master Agreement a date as an Early Determination Date in respect
of any Hedge with the Approved Fund;


 


(c)           (Void or Voidable):  a
Transaction Document which relates to that Approved Fund is, becomes or is
claimed by any person with standing to make such claim to be, void, voidable or
unenforceable in whole or in part;


 


(d)           (Variation of
Transaction Documents):  any variation, amendment or
waiver of the provisions of any Transaction Document relating to that Approved
Fund occurs from the form of the Transaction Documents delivered to ABN in
accordance with this Agreement, or any other Transaction Document relating to
an Approved Fund is entered into, in either case which might reasonably be
expected to have a Material Adverse Effect, without ABN’s prior written
consent, such consent not to be unreasonably withheld, delayed or conditioned;


 


(e)           (Security Trust Deed):  "Event
of Default" (as defined in any Security Trust Deed which relates to the
Approved Fund) occurs;


 


(f)            (Breach of
Transaction Documents etc.):  without prejudice to any of
the preceding paragraphs of this clause, the Trustee or the Trust Manager
remains in breach or default of a material provision of a Transaction Document
relating to that Approved Fund, or the additional terms


 


21

















 


and conditions specified in the relevant Fund Approval
Notification, upon the expiration of 10 Banking Days’ written notice from ABN
requiring the remedy of such breach or default; and


(g)           (Material Adverse
Effect):  an event occurs which has a Material Adverse
Effect in relation to that Approved Fund.


13.3        Rights Upon a Facility Termination
Event


If any Facility Termination Event occurs in relation
to an Approved Fund, and at any time thereafter if the Facility Termination
Event is then continuing, ABN may by not less than 3 Business Days written
notice to each of the Trustee and the Trust Manager declare that the Facilities
are terminated in relation to that Approved Fund, whereupon ABN’s obligation to
provide any further utilisations of the Facilities to that Approved Fund, and
the unutilised portion of the Hedge Facility Limit, the Warehouse Fund Limit
and the Forward Rate Facility Limit available to that Approved Fund, will be
cancelled with effect from the date specified in the notice.


13.4        Suspension of Facilities during Grace
Periods


During the application of any period allowed under any
paragraph of clause 13.1 or 13.2 for the remedy of a breach or default which
will, upon expiry of that period, constitute a Facility Termination Event,
ABN’s obligation to provide further utilisations of a Facility will be
suspended until the earlier of the end of the relevant period.


13.5        Termination for Illegality


If any change in applicable law, regulation, treaty or
official directive or in the interpretation or administration thereof by any
governmental authority charged with the administration thereof makes it
unlawful for ABN to perform its obligations under this Agreement, ABN may by 30
days’ notice in writing to each other party hereunder terminate the Facilities.


 


22

















 


13.6        Termination by Notice—ABN


Notwithstanding any other provision of this Agreement
or the ISDA Master Agreement, ABN may terminate the Facilities at any time by
not less than 6 months’ written notice to the Trustee and the Trust Manager
prior to the date on which such termination is to be effective.


13.7        Termination by Notice—The Trust Manager


Notwithstanding any other provision of this Agreement
or the ISDA Master Agreement, the Trust Manager may terminate the Facilities:


(a)           if ABN fails to comply with its obligations under
clause 1.5(c) and does not remedy such failure within 20 days after
written notice to do so from the Trust Manager; or


 


(b)           at any time by not less than 6 months’ prior written
notice to the Trustee and ABN.


13.8        Termination for Increased cost


If by reason of the commencement or anticipated
commencement of a law or any change or anticipated change in law or its
interpretation or administration or by reason of compliance or anticipated
compliance with any request or requirement of any fiscal, monetary or other
authority wherever located:


(a)           ABN incurs, or anticipates that it will incur, a cost
as a result of it making the Facilities or any Hedge or Deposit available under
this Agreement;


 


(b)           there is any increase or anticipated increase in the
cost to ABN of funding or maintaining the Facilities or any Hedge or Deposit
made or to be made under this Agreement;


 


(c)           the amount payable or anticipated to be payable to
ABN, or the effective return or the anticipated effective return to ABN, on the
Facilities or any Hedge or Deposit made or to be made available hereunder, or
the rate of return or the anticipated rate of return at the date of this
Agreement on ABN’s overall capital is reduced; or


 


(d)           ABN becomes liable, or anticipates that it will become
liable, to make any payment (not being a payment of Tax on its overall net
income) on or calculated by reference to the amount of the Facilities or any
Hedge or Deposit made or to be made available hereunder,


then ABN may at any time thereafter by notice in
writing to the Trustee and the Trust Manager forthwith terminate the
Facilities.


13.9        Survival on Termination


The termination of the Facilities will not have any
effect on the continuing validity and enforceability of all existing Hedges
arising from previous utilisations of the Hedge Facility or of all existing
Deposits arising from previous utilisations of the Deposit Facility.


14.          PAYMENTS


14.1        Time and Place


Unless this Agreement expressly provides otherwise and
subject to any applicable contrary provision in the ISDA Master Agreement for
any Hedges, all payments to be made hereunder must be made in Dollars in
immediately available funds not later than 11.00 am (Sydney time) on the due
date to the account designated by the recipient from time to time or as
otherwise agreed between the payer and the recipient.


 


23

















 


14.2        No Set-Off or Deduction


Subject to any specific written agreement from time to
time between the Trustee, the Trust Manager and ABN, all payments under or in
relation to this Agreement by any party whether of principal, interest or other
amounts due hereunder and all accounts and deposits created by any party by or
for the purposes of this Agreement, will be free of any set-off, counterclaim
or combination of accounts on any account whatsoever, and will be without
deduction or withholding for any present or future Taxes unless the payer is
compelled by law to deduct or withhold the same, in which event the payer must
pay to the recipient such additional amounts necessary to enable the recipient
to receive, after all deductions and withholdings for such Taxes, a net amount
equal to the full amount which would otherwise have been payable hereunder had
no such deduction or withholding been required to be made. Nothing in this
clause affects any payment due between the Trustee and ABN under the ISDA
Master Agreement (which will govern any such payment).


15.          CAPACITY AND LIABILITY OF TRUSTEE


15.1        This Clause to Prevail


All provisions of this Agreement and the ISDA Master
Agreement are subject to this clause 15.


15.2        Definitions for the purposes of this
clause


In this clause 15:


“Assets”
means in relation to a Fund, all property and assets (real and personal)
(including choses in action and other rights), tangible and intangible, present
or future, comprised in, and held by the Trustee of, that Fund.


“Final Judgment”
means a judgment of a court of law in Australia against which there can be no
appeal or in relation to which the time to appeal has expired.


“Trustee’s Indemnity”
means in relation to a Fund:


(a)           the Trustee’s right of indemnity from the Assets of
that Fund in respect of liabilities incurred by the Trustee acting in its
capacity as trustee of that Fund; and


 


(b)           all equitable liens and other Encumbrances which the
Trustee has over the Assets of that Fund.


15.3        Limitation of Liability


(a)           (No Personal Liability): The Trustee has no personal liability
in relation to any of its obligations under or arising out of this Agreement,
the ISDA Master Agreement or any Transaction, entered into in its capacity as
trustee of a Fund.


 


(b)           (Liability Limited to Assets): In relation to each such obligation,
the liability of the Trustee is limited to and does not extend beyond the
Assets of the relevant Fund as they stand at the time at which the obligation
is met or satisfied.


 


(c)           (Not liable to apply personal assets): The Trustee is not liable to meet or
satisfy any such obligation from its own assets (except the Trustee’s
Indemnity) and each such obligation must be met or satisfied from the relevant
Fund or the Trustee’s Indemnity.


 


(d)           (Provisions Apply): The preceding paragraphs apply
notwithstanding the fact that the liabilities of the Trustee in its capacity as
the trustee of a Fund may from time to time and at


 


24

















 


any time almost equal, equal or exceed the value of
the Assets of that Fund at the relevant time.


(e)           (Do Not apply to Express personal
obligations): The
previous paragraphs of this clause 15.3 do not apply to the liability of the Trustee
in relation to any obligation which the Trustee expressly assumes in its
personal capacity.


 


(f)            (Final Judgements): It is acknowledged by the Trustee that
the Assets of each Fund at any time will include the amount of any compensation
found by a Final Judgment (or admitted by the Trustee) to be payable by the
Trustee to restore that Fund because of a failure by the Trustee to exercise in
relation to the Fund the degree of care, diligence and prudence required of a
trustee or because of some other neglect, default or breach of duty by the
Trustee having regard to the powers and duties conferred on the Trustee by the
Trust Deed, this Agreement or the ISDA Master Agreement, in either case
occurring before the time in question and causing loss to the Fund quantified
before the time in question.


15.4        Trustee’s Performance


The Trustee agrees to act insofar as its obligations
and powers under the Trust Deed and generally as Trustee of the Funds permit to
facilitate the performance of this Agreement by the Trust Manager and ABN.


15.5        Execution of other Agreements, Instruments etc.


Notwithstanding any other provision of this Agreement,
the Trustee is not obliged to execute any instrument, enter into any agreement
nor incur any obligation in connection with any Fund unless its personal
liability in connection with the instrument, agreement or obligation is limited
in a manner which reflects the terms of clause 15.3, mutatis mutandis, or which
the Trustee, in its sole discretion, otherwise considers satisfactory.


16.          EXPENSES AND STAMP DUTIES


16.1        Expenses


The Trust Manager must forthwith on demand reimburse
ABN for, and keep ABN indemnified against, its reasonable legal costs and
disbursements incurred by it in connection with:


(a)           (This Agreement and the ISDA Master
Agreement):
subject to any other agreement as to such costs, the preparation of, or
variation to, this Agreement and the ISDA Master Agreement;


 


(b)           (Approvals): any preparation or variation of any
other document in relation to which ABN’s approval or consent is required under
this Agreement; and


 


(c)           (Substitution): the substitution of any party under
this Agreement or any other document in relation to which its approval or
consent is required under this Agreement.


In addition, the Trust Manager must indemnify ABN
against such other legal costs and disbursements as may be agreed between the
Trustee, the Trust Manager and ABN from time to time.


16.2        Stamp Duties


The Trust Manager must pay all stamp, loan,
transaction, registration and similar Taxes including fines and penalties,
financial institutions duty and federal debits tax which may be payable or


 


25

















 


required to be paid by any appropriate authority or
determined to be payable in connection with the execution and delivery of this
Agreement and the ISDA Master Agreement.


17.          ASSIGNMENTS


17.1        Assignments


No party may assign any of its rights hereunder
without the prior written consent of each other party (which consent must not
be unreasonably withheld) and unless the Rating Agency has confirmed in writing
that such assignment will not have an adverse effect on the credit rating of
any Rated Fund. Where ABN has consented to the replacement of the Trustee or
the Trust Manager, then:


(a)           the Trustee or the Trust Manager (as the case may be)
will be entitled to assign its rights and obligations under this Agreement, the
ISDA Master Agreement, all Hedges and all Deposits to its replacement in
accordance with the Trust Deed and this Agreement and in connection with any
Hedges or Deposits; and


 


(b)           ABN must enter into such documents as the Trust
Manager may reasonably require to ensure that this Agreement, the ISDA Master
Agreement, all Hedges and all Deposits are novated or transferred to the
replacement Trustee or Trust Manager.


17.2        Successors and Assigns


This Agreement is binding on and enures to the benefit
of each party hereto and its respective successors and permitted assigns.


18.          GOVERNING LAW AND JURISDICTION


18.1        Governing Law


This Agreement is governed by, and must be construed
in accordance with, English law.


18.2        Jurisdiction


(a)           (Acceptance of jurisdiction): Each party irrevocably submits to and
accepts, generally and unconditionally, the non-exclusive jurisdiction of the
courts and appellate courts of England with respect to any legal action or
proceedings which may be brought at any time relating in any way to this
Agreement.


 


(b)           (No objection to inconvenient forum): Each party irrevocably waives any
objection it may now or in the future have to the venue of any such action or
proceedings and any claim it may now or in the future have that any such action
or proceeding has been brought in an inconvenient forum.


19.          MISCELLANEOUS


19.1        Notices


Except as otherwise expressly contemplated in this
Agreement, every notice or other communication of any nature whatsoever
required to be served, given or made under or arising from this Agreement:


(a)           (In writing): must be in writing in order to be
valid;


 


26

















 


(b)           (Executed): must be executed by the party giving,
serving or making the same or on its behalf by any attorney, director,
secretary, Authorised Officer or solicitor of such party;


 


(c)           (Service): will be duly served, given or made in
relation to a party if it is: 




 


(i)             delivered to the address of that party;


 


(ii)            posted by prepaid post to such address; or


 


(iii)           sent by facsimile to the facsimile number of that
person; and


 


(d)           (Time of Receipt): shall be deemed to be given, served or
made: 




 


(i)             (in the case of prepaid post) on the fifth day after
the date of posting;


 


(ii)            (in the case of facsimile) on receipt of a
transmission report confirming successful transmission; and


 


(iii)           (in the case of delivery by hand) on delivery.


The address and facsimile number of the Trustee, the
Trust Manager and ABN for the purposes of this clause 19.1 are as follows until
the party concerned notifies in writing all other parties of any variation: 


	
   

  	
  Trustee

  	
   

  	
   

  
	
   

  	
  

  Address:

  	
  

   

  	
  

  Permanent Custodians Limited

  23-25 O’Connell Street, Sydney, NSW 2000

  
	
   

  	
  

  Facsimile No.:

  	
  

   

  	
  

  (02) 9225 8474

  
	
   

  	
  

  Attention:

  	
  

   

  	
  

  General Manager, Securitisation Trusts

  
	
   

  	
  

  Trust
  Manager

  	
  

   

  	
  

   

  
	
   

  	
  

  Address:

  	
  

   

  	
  

  Australian Mortgage Securities Limited

  Level 15, AMP Centre, 50 Bridge Street, Sydney, NSW 2000

  
	
   

  	
  

  Facsimile No.:

  	
  

   

  	
  

  (02) 9256 0866

  
	
   

  	
  

  Attention:

  	
  

   

  	
  

  Deputy Managing Director

  
	
   

  	
  

  ABN

  	
  

   

  	
  

   

  
	
   

  	
  

  Address:

  	
  

   

  	
  

  ABN AMRO Bank N.V., Sydney Branch

  Level 22,

  255 George Street, Sydney, NSW 2000

  
	
   

  	
  

  Facsimile No.:

  	
  

   

  	
  

  (02) 9259 5449

  
	
   

  	
  

  Attention:

  	
  

   

  	
  

  Treasury Administration, Derivative Operations

  



19.2        Continuing Obligation


Each obligation of each party under this Agreement is
a continuing obligation of that party in accordance with its terms,
notwithstanding any settlement of account, intervening payment, express


 


27

















 


or implied revocation or any other matter or thing
whatsoever until a final discharge has been given to that party by each party
to which that obligation is owed.


19.3        Settlement Conditional


Any settlement or discharge between any of the parties
to this Agreement in respect of any obligation arising hereunder is conditional
upon any payment made in relation to that settlement or discharge not being
avoided, repaid or reduced by virtue of any provision or enactment relating to
bankruptcy, insolvency or liquidation for the time being in force and, in the
event of any such security or payment being so avoided, repaid or reduced, the
party to which the settled or discharged obligation was owed is entitled to
recover the value or amount of such payment avoided, repaid or reduced from the
party which owed the obligation subsequently as if such settlement or discharge
had not occurred.


19.4        Severability of Provisions


Any provision of this Agreement which is illegal, void
or unenforceable is ineffective to the extent only of such illegality, voidness
or unenforceability and does not invalidate the remaining provisions of this
Agreement.


19.5        Remedies Cumulative


The rights and remedies conferred hereby upon each
party are cumulative and in addition to all other rights or remedies available
to that party by law or by virtue of any other instrument.


19.6        Waiver


A failure to exercise or enforce or a delay in
exercising or enforcing or the partial exercise or enforcement of any right,
remedy, power or privilege hereunder by any party does not in any way preclude
or operate as a waiver of any further exercise or enforcement thereof or the
exercise or enforcement of any other right, remedy, power or privilege hereunder
or provided by law.


19.7        Variations in Writing


Unless otherwise expressly or impliedly provided
herein, this Agreement may not be modified, amended, added to or otherwise
varied except by a document in writing signed by each of the parties or signed
on behalf of each party by an Authorised Officer under hand, and unless the
Rating Agency has confirmed in writing that such modification, amendment,
addition or variation will not have an adverse effect on the credit rating of
any Rated Fund.


19.8        Indemnity for Breach of this Agreement


(a)           (By the Trustee):
The Trustee as trustee of each Approved Fund must on demand indemnify ABN
against any loss (including loss of profits), cost, claim or expense which ABN
incurs, directly or indirectly, as a result of or reasonably attributable to: 




(i)             any breach of this Agreement by the Trustee as trustee
of the Approved Fund;


 


(ii)            the occurrence of any Facility Termination Event in
relation to the Approved Fund; or


 


(iii)           the failure of the Trustee as trustee of the Approved
Fund to enter into any Hedge when the Trustee is required to do so, or when it
or the Trust Manager has agreed with ABN that the Trustee will do so, under
this Agreement.


 


28

















 


(b)           (By the Trust Manager):
The Trust Manager must on demand indemnify ABN against any loss (including loss
of profits), cost, claim or expense which ABN incurs, directly or indirectly,
as a result of, or reasonably attributable to, any breach of this Agreement by
the Trust Manager.


 


(c)           (Additional Rights):
Clauses 19.8(a) and (b) are in addition to, and do not prejudice, any
payment or indemnity rights of ABN under the ISDA Master Agreement or elsewhere
under this Agreement.


19.9        Further Assurances


Each party will, upon request by any other party (the
“requesting party”) at the expense
of the requesting party, perform all such acts and execute all such agreements,
assurances and other documents and instruments as the requesting party
reasonably requires to assure and confirm the rights and powers afforded,
created or intended to be afforded or created, under or in relation to this
Agreement and each transaction or other dealing which occurs under or is
contemplated by it.


19.10      Binding on Each Party


This Agreement is binding on each of the other parties
notwithstanding that there is any invalidity, forgery or irregularity touching
any execution of this Agreement by a party or that this Agreement is or becomes
unenforceable, void or voidable against any party.


19.11      Counterparts


This Agreement may be executed in a number of
counterparts and all such counterparts taken together will constitute one and
the same instrument.


 


29

















 


SCHEDULE




Form of Fund Approval Application


[Date]


To:         BN AMRO Bank N.V.

Sydney Branch

Level 22

255 George Street

SYDNEY NSW 2000


Australian
Mortgage Securities Ltd, ACN 003 072 446 (the “Trust Manager”) refers to the Interest Rate Facilities
Agreement (the “Agreement”) made
between Permanent Custodians Limited, ACN 001 334 636 (the “Trustee”), the Trust Manager and ABN AMRO
Bank N.V.


Unless
the context indicates a contrary intention, terms defined in the Agreement have
the same meaning where used in this Fund Approval Application.


The Trust
Manager applies to ABN pursuant to clause 4.1 of the Agreement that ABN approve
the provision of the following Facilities to the Fund described below:


1.             Name of Fund:


 


2.             Facilities
required:


 


	
   

  	
  (a)

  	
   

  	
  Swap Facility

  (aggregate Notional Amount: $                                                                                         )

  	
   

  	
  Yes/No

  
	
  

   

  	
  

  (b)

  	
  

   

  	
  

  Forward Rate Facility

  (aggregate Contract Amount: $                                                                                         )

  	
  

   

  	
  

  Yes/No

  
	
  

   

  	
  

  (c)

  	
  

   

  	
  

  Deposit Facility

  	
  

   

  	
  

  Yes/No

  



Attached
to this Fund Approval Notification are certified copies of each existing or
proposed Transaction Document relating to the above Fund, that have not been
previously supplied by the Trust Manager to ABN.


The Trust
Manager repeats the representations and warranties made by it in the Agreement
by reference to the facts and circumstances existing as at the date of this
Application.


For and on
behalf of Australian Mortgage Securities Ltd 


	
  
  

  

  Authorised Officer

  	
   

  	
  
  

  

  Authorised Officer

  



 


30

















 


Fund Approval Notification


ABN
confirms that:


(a)           the above Fund is an Approved Fund for the
purposes of the Agreement; and


 


(b)          it will provide the above Facilities to the Fund,
subject to the terms and conditions of the Agreement and subject to the
additional terms and conditions annexed (if any).


For and
on behalf of ABN AMRO Bank N.V. 


	
  
  

  

  Authorised Officer

  	
   

  	
  
  

  

  Authorised Officer

  



 


31

















 


SIGNED as an agreement. 


	
   

  	
   

  	
  )

  )

  )

  )

  )

  	
   

  	
  [SEAL]

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
  )

  	
   

  	
   

  
	
   

  
  

  

  

  	
  

   

  	
  

   

  	
  

   

  	
   

  
  

  

  

  
	
   

  
  

  

  

  	
  

   

  	
  

   

  	
  

   

  	
   

  
  

  

  

  
	
  

  THE
  COMMON SEAL of

  AUSTRALIAN MORTGAGE

  SECURITIES LTD, ACN 003 072 446,

  was affixed by the authority of its Board of

  Directors in the presence of:

  	
  

   

  	
  

  )

  )

  )

  )

  )

  	
  

   

  	
  

  [SEAL]

  
	
  

  /s/  MARK BURGE

  
  

  

  (Signature of
  Secretary)

  	
  

   

  	
  

   

  	
  

   

  	
  

  /s/  ROSS VALENTINE

  
  

  

  (Signature of Director)

  
	
  

  Mark Burge

  
  

  

  (Name of Secretary in
  Full)

  	
  

   

  	
  

   

  	
  

   

  	
  

  Ross Valentine

  
  

  

  (Name of Director in
  Full)

  
	
  

  SIGNED for and on behalf of

  ABN AMRO BANK N.V., SYDNEY

  BRANCH, ARBN 079 478 612, by

  

  its attorneys under a Power of Attorney

  dated 28/4 & 20/7/98 and who declares that

  he or she has not received any notice of the

  revocation of such Power of Attorney in the

  presence of:

  	
  

   

  	
  

  )

  )

  )

  )

  )

  )

  )

  )

  )

  	
  

   

  	
  

  /s/  CHRISTOPHER LEBERNE

  
  

  

  (Signature of Attorney)

  

  CHRISTOPHER LEBERNE

  
	
  

  /s/  JOHN S. JONES

  
  

  

  (Signature of Attorney)

  	
  

   

  	
  

   

  	
  

   

  	
  

   

  
	
  

  JOHN S. JONES

  
  

  

  (Name in Full)

  	
  

   

  	
  

   

  	
  

   

  	
  

   

  



 


32

















 


Master Agreement


ARMS II Approved Funds and AMP
Warehouse Fund


Date: 11 June 1999


ABN AMRO Bank N.V.


Party A


Permanent Custodians Limited


Party B


Australian Mortgage Securities Ltd


Trust Manager

















 


(Multicurrency3⁄4Cross Border)


 


ISDA®


 


International Swap
Dealers Association, Inc.


 


MASTER AGREEMENT


 


 


dated as of [*]
October 2003


 


 


	
  ABN
  AMRO BANK N.V., LONDON BRANCH

  (“Party A”)

  	
   

  	
  PERMANENT CUSTODIANS LIMITED

  (ACN 001 426 384) (“Party B”)

  
	
   

  
	
  and

  
	
  AUSTRALIAN SECURITISATION

  MANAGEMENT PTY LIMITED (ACN 103 852

  428) (the “Trust Manager”)

  	
   

  	
   

  



 


have entered and/or anticipate entering into one or more transactions
(each a “Transaction”) that are or will be governed by this Master Agreement,
which includes the schedule (the “Schedule”), and the documents and other
confirming evidence (each a “Confirmation”) exchanged between the parties
confirming those Transactions.


 


Accordingly, the parties agree as follows:3⁄4


 


1.                                    Interpretation


 


(a)                              Definitions.  The terms defined in Section 14 and in the
Schedule will have the meanings therein specified for the purpose of this
Master Agreement.


 


(b)                             Inconsistency.  In the event of any inconsistency between
the provisions of the Schedule and the other provisions of this Master
Agreement, the Schedule will prevail. 
In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.


 


(c)                              Single Agreement.  All Transactions are entered into in
reliance on the fact that this Master Agreement and all Confirmations form a
single agreement between the parties (collectively referred to as this
“Agreement”), and the parties would not otherwise enter into any Transactions.


 


33

















 


2.                                    Obligations


 


(a)                               General Conditions.


 


(i)                 Each party will
make each payment or delivery specified in each Confirmation to be made by it,
subject to the other provisions of this Agreement.


 


(ii)              Payments under this
Agreement will be made on the due date for value on that date in the place of
the account specified in the relevant Confirmation or otherwise pursuant to
this Agreement, in freely transferable funds and in the manner customary for
payments in the required currency. 
Where settlement is by delivery (that is, other than by payment), such
delivery will be made for receipt on the due date in the manner customary for
the relevant obligation unless otherwise specified in the relevant Confirmation
or elsewhere in this Agreement.


 


(iii)           Each obligation of each
party under Section 2(a)(i) is subject to (1) the condition precedent that no
Event of Default or Potential Event of Default with respect to the other party
has occurred and is continuing, (2) the condition precedent that no Early
Termination Date in respect of the relevant Transaction has occurred or been
effectively designated and (3) each other applicable condition precedent
specified in this Agreement.


 


(b)                             Change of Account.  Either party may change its account for
receiving a payment or delivery by giving notice to the other party at least
five Local Business Days prior to the scheduled date for the payment or
delivery to which such change applies unless such other party gives timely
notice of a reasonable objection to such change.


 


(c)                               Netting.  If on any date amounts would otherwise be
payable:3⁄4


 


(i)                in the same
currency; and


 


(ii)             in respect of the
same Transaction,


 


by each party to the
other, then, on such date, each party’s obligation to make payment of any such
amount will be automatically satisfied and discharged and, if the aggregate
amount that would otherwise have been payable by one party exceeds the
aggregate amount that would otherwise have been payable by the other party,
replaced by an obligation upon the party by whom the larger aggregate amount
would have been payable to pay to the other party the excess of the larger
aggregate amount over the smaller aggregate amount.


 


The parties may elect in
respect of two or more Transactions that a net amount will be determined in
respect of all amounts payable on the same date in the same currency in respect
of such Transactions, regardless of whether such amounts are payable in respect
of the same Transaction.  The election
may be made in the Schedule or a Confirmation by specifying that subparagraph
(ii) above will not apply to the Transactions identified as being subject to
the election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such
date).  This election may be made
separately for different groups of Transactions and will apply separately to
each pairing of Offices through which the parties make and receive payments or
deliveries.


 


34

















 


(d)                             Deduction or Withholding for Tax.


 


(i)                                    Gross-Up.  All payments under this Agreement will be
made without any deduction or 
withholding for or on account of any Tax unless such deduction or withholding
is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, then in effect.  If a party is so required to deduct or withhold, then that party
(“X”) will:3⁄4


 


(1)           promptly notify the
other party (“Y”) of such requirement;


 


(2)           pay to the relevant
authorities the full amount required to be deducted or withheld (including the
full amount required to be deducted or withheld from any additional amount paid
by X to Y under this Section 2(d)) promptly upon the earlier of determining
that such deduction or withholding is required or receiving notice that such
amount has been assessed against Y;


 


(3)           promptly forward to Y
an official receipt (or a certified copy), or other documentation reasonably
acceptable to Y, evidencing such payment to such authorities; and


 


(4)           if such Tax is an
Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise
entitled under this Agreement, such additional amount as is necessary to ensure
that the net amount actually received by Y (free and clear of Indemnifiable
Taxes, whether assessed against X or Y) will equal the full amount Y would have
received had no such deduction or withholding been required.  However, X will not be required to pay any
additional amount to Y to the extent that it would not be required to be paid
but for:3⁄4


 


(A)                the failure by Y
to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii)
or 4(d); or


 


(B)                 the failure of a
representation made by Y pursuant to Section 3(f) to be accurate and true
unless such failure would not have occurred but for (I) any action taken by a
taxing authority, or brought in a court of competent jurisdiction, on or after
the date on which a Transaction is entered into (regardless of whether such
action is taken or brought with respect to a party to this Agreement) or (II) a
Change in Tax Law.


 


(ii)             Liability.  If:3⁄4


 


(1)                               X
is required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, to make any deduction or withholding in respect
of which X would not be required to pay an additional amount to Y under Section
2(d)(i)(4);


 


(2)       X does not so deduct or
withhold; and


 


(3)       a liability resulting from
such Tax is assessed directly against X,


 


then, except to the
extent Y has satisfied or then satisfies the liability resulting from such Tax,
Y will promptly pay to X the amount of such liability (including any related
liability for interest, but including any related liability for penalties only
if Y has failed to comply with or perform any agreement contained in Section
4(a)(i), 4(a)(iii) or 4(d)).


 


(e)                              Default Interest; Other Amounts.  Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment obligation
will, to the extent permitted by law and subject to Section 6(c), be required
to pay interest (before as well as after judgment) on the overdue amount to the
other party on demand in the same currency as such overdue amount, for the
period from (and including) the original due date for payment to (but
excluding) the date of actual payment, at the Default Rate.


 


35

















 


Such interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed.  If, prior to the occurrence or
effective designation of an Early Termination Date in respect of the relevant
Transaction, a party defaults in the performance of any obligation required to
be settled by delivery, it will compensate the other party on demand if and to
the extent provided for in the relevant Confirmation or elsewhere in this
Agreement.


 


3.                                    Representations


 


Each party represents to the other party (which representations will be
deemed to be repeated by each party on each date on which a Transaction is
entered into and, in the case of the representations in Section 3(f), at all
times until the termination of this Agreement) that:3⁄4


 


(a)                               Basic Representations.


 


(i)                  Status.  It is duly organized and validly existing
under the laws of the jurisdiction of its organization or incorporation and, if
relevant under such laws, in good standing;


 


(ii)               Powers.  It has the power to execute this Agreement
and any other documentation relating to this Agreement to which it is a party,
to deliver this Agreement and any other documentation relating to this
Agreement that it is required by this Agreement to deliver and to perform its
obligations under this Agreement and any obligations it has under any Credit
Support Document to which it is a party and has taken all necessary action to
authorize such execution, delivery and performance;


 


(iii)            No Violation or Conflict.  Such execution, delivery and performance do
not violate or conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets;


 


(iv)           Consents. 
All governmental and other consents that are required to have been
obtained by it with respect to this Agreement or any Credit Support Document to
which it is a party have been obtained and are in full force and effect and all
conditions of any such consents have been complied with; and


 


(v)              Obligations Binding.  Its obligations under this Agreement and any
Credit Support Document to which it is a party constitute its legal, valid and
binding obligations, enforceable in accordance with their respective terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws affecting creditors’ rights generally and subject, as to
enforceability, to equitable principles of general application (regardless of
whether enforcement is sought in a proceeding in equity or at law)).


 


(b)                             Absence of Certain Events.  No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.


 


(c)                              Absence of Litigation.  There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.


 


36

















 


(d)                             Accuracy of Specified Information.  All applicable information that is furnished
in writing by or on behalf of it to the other party and is identified for the
purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material aspect.


 


(e)                              Payer Tax Representation.  Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(e) is accurate
and true.


 


(f)                                 Payee Tax Representations.  Each representation specified in the
Schedule as being made by it for the purpose of this Section 3(f) is accurate
and true.


 


4.                                   Agreements


 


Each party agrees with the other that, so long as either party has or
may have any obligation under this Agreement or under any Credit Support
Document to which it is a party:3⁄4


 


(a)                              Furnish Specified Information.  It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:3⁄4


 


(i)                                   any
forms, documents or certificates relating to taxation specified in the Schedule
or any Confirmation;


 


(ii)                                any
other documents specified in the Schedule or any Confirmation; and


 


(iii)                             upon
reasonable demand by such other party, any form or document that may be
required or reasonably requested in writing in order to allow such other party
or its Credit Support Provider to make a payment under this Agreement or any
applicable Credit Support Document without any deduction or withholding for or
on account of any Tax or with such deduction or withholding at a reduced rate
(so long as the completion, execution or submission of such form or document
would not materially prejudice the legal or commercial position of the party in
receipt of such demand), with any such form or document to be accurate and
completed in a manner reasonably satisfactory to such other party and to be
executed and to be delivered with any reasonably required certification,


 


in each case by the date specified in the Schedule or such Confirmation
or, if none is specified, as soon as reasonably practicable.


 


(b)                             Maintain Authorizations.  It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this Agreement
or any Credit Support Document to which it is a party and will use all
reasonable efforts to obtain any that may become necessary in the future.


 


(c)                              Comply with Laws.  It will comply in all material respects with
all applicable laws and orders to which it may be subject if failure so to
comply would materially impair its ability to perform its obligations under
this Agreement or any Credit Support Document to which it is a party.


 


(d)                             Tax Agreement.  It will give notice of any failure of a
representation made by it under Section 3(f) to be accurate and true promptly
upon learning of such failure.


 


(e)                              Payment of Stamp Tax.  Subject to Section 11, it will pay any Stamp
Tax levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated, organized,
managed and controlled, or considered to have its seat, or in which a branch or
office through which it is acting for the purpose of this Agreement is located
(“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp
Tax levied or imposed upon the


 


37

















 


other party or in respect
of the other party’s execution or performance of this Agreement by any such
Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect
to the other party.


 


5.                                    Events
of Default and Termination Events


 


(a)                              Events of Default.  The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or any
Specified Entity of such party of any of the following events constitutes an
event of default (an “Event of Default”) with respect to such party:3⁄4


 


(i)                                   Failure to Pay or Deliver.  Failure by the party to make, when due, any
payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required
to be made by it if such failure is not remedied on or before 10.00am on the
fifth Business Day after notice of such failure is given to the party.


 


(ii)                                Breach of Agreement.  Failure by the party to comply with or
perform any agreement or obligation (other than an obligation to make any
payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to
give notice of a Termination Event or any agreement or obligation under Section
4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in
accordance with this Agreement if such failure is not remedied on or before the
thirtieth day after notice of such failure is given to the party;


 


(iii)                             Credit Support Default.


 


(1)            Failure by the party
or any Credit Support Provider of such party to comply with or perform any
agreement or obligation to be complied with or performed by it in accordance
with any Credit Support Document if such failure is continuing after any
applicable grace period has elapsed;


 


(2)            the expiration or
termination of such Credit Support Document or the failing or ceasing of such
Credit Support Document to be in full force and effect for the purpose of this
Agreement (in either case other than in accordance with its terms) prior to the
satisfaction of all obligations of such party under each Transaction to which
such Credit Support Document relates without the written consent of the other
party; or


 


(3)            the party or such
Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole
or in part, or challenges the validity of, such Credit Support Document;


 


(iv)                           Misrepresentation.  A representation (other than a
representation under Section 3(e) or (f)) made or repeated or deemed to have
been made or repeated by the party or any Credit Support Provider of such party
in this Agreement or any Credit Support Document proves to have been incorrect
or misleading in any material respect when made or repeated or deemed to have
been made or repeated;


 


(v)                              Default under Specified Transaction.  The party, any Credit Support Provider of
such party or any applicable Specified Entity of such party (1) defaults under
a Specified Transaction and, after giving effect to any applicable notice
requirement or grace period, there occurs a liquidation of, an acceleration of
obligations under, or an early termination of, that Specified Transaction, (2)
defaults, after giving effect to any applicable notice requirement or grace
period, in making any payment or delivery due on the last payment, delivery or
exchange date of, or any payment on early termination of, a Specified
Transaction (or such default continues for at least three Local Business Days
if there is no applicable notice requirement or grace period) or (3)
disaffirms, disclaims, repudiates or


 


38

















 


rejects, in whole or in
part, a Specified Transaction (or such action is taken by any person or entity
appointed or empowered to operate it or act on its behalf);


 


(vi)                           Cross Default.  If “Cross Default” is specified in the
Schedule as applying to the party, the occurrence or existence of (1) a
default, event of default or other similar condition or event (however


 


described) in respect of such party, any Credit
Support Provider of such party or any applicable Specified Entity of such party
under one or more agreements or instruments relating to Specified Indebtedness
of any of them (individually or collectively) in an aggregate amount of not
less than the applicable Threshold Amount (as specified in the Schedule) which
has resulted in such Specified Indebtedness becoming, or becoming capable at
such time of being declared, due and payable under such agreements or
instruments, before it would otherwise have been due and payable or (2) a
default by such party, such Credit Support Provider or such Specified Entity
(individually or collectively) in making one or more payments on the due date
thereof in an aggregate amount of not less than the applicable Threshold Amount
under such agreements or instruments (after giving effect to any applicable
notice requirement or grace period);


 


(vii)                        Bankruptcy.  The party, any Credit Support Provider of
such party or any applicable Specified Entity of such party:3⁄4


 


(1)                             is
dissolved (other than pursuant to a consolidation, amalgamation or merger); (2)
becomes insolvent or is unable to pay its debts or fails or admits in writing
its inability generally to pay its debts as they become due; (3) makes a
general assignment, arrangement or composition with or for the benefit of its
creditors; (4) institutes or has instituted against it a proceeding seeking a
judgment of insolvency or bankruptcy or any other relief under any bankruptcy
or insolvency law or other similar law affecting creditors’ rights, or a
petition is presented for its winding-up or liquidation, and, in the case of
any such proceeding or petition instituted or presented against it, such
proceeding or petition (A) results in a judgment of insolvency or bankruptcy or
the entry of an order for relief or the making of an order for its winding-up
or liquidation or (B) is not dismissed, discharged, stayed or restrained in
each case within 30 days of the institution or presentation thereof; (5) has a
resolution passed for its winding-up, official management or liquidation (other
than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes
subject to the appointment of an administrator, provisional liquidator,
conservator, receiver, trustee, custodian or other similar official for it or
for all or substantially all its assets; (7) has a secured party take
possession of all or substantially all its assets or has a distress, execution,
attachment, sequestration or other legal process levied, enforced or sued on or
against all or substantially all its assets and such secured party maintains
possession, or any such process is not dismissed, discharged, stayed or
restrained, in each case within 30 days thereafter; (8) causes or is subject to
any event with respect to it which, under the applicable laws of any
jurisdiction, has an analogous effect to any of the events specified in clauses
(1) to (7) (inclusive); or (9) takes any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the
foregoing acts; or


 


39

















 


(viii)                     Merger Without Assumption.  The party or any Credit Support Provider of
such party consolidates or amalgamates with, or merges with or into, or
transfers all or substantially all its assets to, another entity and, at the
time of such consolidation, amalgamation, merger or transfer:3⁄4


 


(1)                             the
resulting, surviving or transferee entity fails to assume all the obligations
of such party or such Credit Support Provider under this Agreement or any
Credit Support Document to which it or its predecessor was a party by operation
of law or pursuant to an agreement reasonably satisfactory to the other party
to this Agreement; or


 


(2)                             the
benefits of any Credit Support Document fail to extend (without the consent of
the other party) to the performance by such resulting, surviving or transferee
entity of its obligations under this Agreement.


 


(b)                              Termination Events.  The occurrence at any time with respect to a
party or, if applicable, any Credit Support Provider of such party or any
Specified Entity of such party of any event specified below constitutes an
Illegality if the event is specified in (i) below, a Tax Event if the event is
specified in (ii) below or a Tax Event Upon Merger if the event is specified in
(iii) below, and, if specified to be applicable, a Credit Event Upon Merger if
the event is specified pursuant to (iv) below or an Additional Termination
Event if the event is specified pursuant to (v) below:3⁄4


 


(i)                                  Illegality.  Due to the adoption of, or any change in,
any applicable law after the date on which a Transaction is entered into, or
due to the promulgation of, or any change in, the interpretation by any court,
tribunal or regulatory authority with competent jurisdiction of any applicable
law after such date, it becomes unlawful (other than as a result of a breach by
the party of Section 4(b)) for such party (which will be the Affected Party):3⁄4


 


(1)                             to
perform any absolute or contingent obligation to make a payment or delivery or
to receive a payment or delivery in respect of such Transaction or to comply
with any other material provision of this Agreement relating to such
Transaction; or


 


(2)                             to
perform, or for any Credit Support Provider of such party to perform, any
contingent or other obligation which the party (or such Credit Support
Provider) has under any Credit Support Document relating to such Transaction;


 


(ii)                               Tax Event.  Due to (x) any action taken by a taxing
authority, or brought in a court of competent jurisdiction, on or after the
date on which a Transaction is entered into (regardless of whether such action
is taken or brought with respect to a party to this Agreement) or (y) a Change
in Tax Law, the party (which will be the Affected Party) will, or there is a
substantial likelihood that it will, on the next succeeding Scheduled Payment
Date (1) be required to pay to the other party an additional amount in respect
of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an
amount is required to be deducted or withheld for or on account of a Tax
(except in respect of interest under Section 2(e), 6(d)(ii) or 6(e))


 


40

















 


and no additional amount
is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other
than by reason of Section 2(d)(i)(4)(A) or (B));


 


(iii)                            Tax Event Upon Merger.  The party (the “Burdened Party”) on the next
succeeding Scheduled Payment Date will either (1) be required to pay an
additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
(except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2)
receive a payment from which an amount has been deducted or withheld for or on
account of any Indemnifiable Tax in respect of which the other party is not
required to pay an additional amount (other than by reason of Section
2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or
amalgamating with, or merging with or into, or transferring all or
substantially all its assets to, another entity (which will be the Affected
Party) where such action does not constitute an event described in Section
5(a)(viii);


 


(iv)                           Credit Event Upon Merger.  If “Credit Event Upon Merger” is specified
in the Schedule as applying to the party, such party (“X”), any Credit Support
Provider of X or any applicable Specified Entity of X consolidates or
amalgamates with, or merges with or into, or transfers all or substantially all
its assets to, another entity and such action does not constitute an event
described in Section 5(a)(viii) but the creditworthiness of the resulting,
surviving or transferee entity is materially weaker than that of X, such Credit
Support Provider or such Specified Entity, as the case may be, immediately
prior to such action (and, in such event, X or its successor or transferee, as
appropriate, will be the Affected Party); or


 


(v)                              Additional Termination Event.  If any “Additional Termination Event” is
specified in the Schedule or any Confirmation as applying, the occurrence of
such event (and, in such event, the Affected Party or Affected Parties shall be
as specified for such Additional Termination Event in the Schedule or such
Confirmation).


 


(c)                               Event of Default and Illegality.  If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.


 


6.                                    Early
Termination


 


(a)                               Right to Terminate Following Event
of Default.  If at any
time an Event of Default with respect to a party (the “Defaulting Party”) has
occurred and is then continuing, the other party (the “Non-defaulting Party”)
may, by not more than 20 days notice to the Defaulting Party specifying the
relevant Event of Default, designate a day not earlier than the day such notice
is effective as an Early Termination Date in respect of all outstanding
Transactions.  If, however, “Automatic
Early Termination” is specified in the Schedule as applying to a party, then an
Early Termination Date in respect of all outstanding Transactions will occur
immediately upon the occurrence with respect to such party of an Event of
Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous
thereto, (8), and as of the time immediately preceding the institution of the
relevant proceeding or the presentation of the relevant petition upon the
occurrence with respect to such party of an Event of Default specified in
Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).


 


41

















 


(b)                               Right to Terminate Following
Termination Event.


 


(i)                                  Notice.  If a Termination Event occurs, an Affected
Party will, promptly upon becoming aware of it, notify the other party,
specifying the nature of that Termination Event and each Affected Transaction
and will also give such other information about that Termination Event as the
other party may reasonably require.


 


(ii)                               Transfer to Avoid Termination Event.  If either an Illegality under Section
5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a
Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the
Affected Party will, as a condition to its right to designate an Early
Termination Date under Section 6(b)(iv), use all reasonable efforts (which will
not require such party to incur a loss, excluding immaterial, incidental
expenses) to transfer within 20 days after it gives notice under Section
6(b)(i) all its rights and obligations under this Agreement in respect of the
Affected Transactions to another of its Offices or Affiliates so that such
Termination Event ceases to exist.


 


If the Affected Party is
not able to make such a transfer it will give notice to the other party to that
effect within such 20 day period, whereupon the other party may effect such a
transfer within 30 days after the notice is given under Section 6(b)(i).


 


Any such transfer by a
party under this Section 6(b)(ii) will be subject to and conditional upon the
prior written consent of the other party, which consent will not be withheld if
such other party’s policies in effect at such time would permit it to enter
into transactions with the transferee on the terms proposed.


 


(iii)                            Two Affected Parties.  If an Illegality under Section 5(b)(i)(1) or
a Tax Event occurs and there are two Affected Parties, each party will use all
reasonable efforts to reach agreement within 30 days after notice thereof is
given under Section 6(b)(i) on action to avoid that Termination Event.


 


(iv)                           Right to Terminate.  If:3⁄4


 


(1)                             a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the
case may be, has not been effected with respect to all Affected Transactions
within 30 days after an Affected Party gives notice under Section 6(b)(i); or


 


(2)                             an
Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an
Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the
Burdened Party is not the Affected Party,


 


either party in the case
of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger,
any Affected Party in the case of a Tax Event or an Additional Termination
Event if there is more than one Affected Party, or the party which is not the
Affected Party in the case of a Credit Event Upon Merger or an Additional
Termination Event if there is only one Affected Party may, by not more than 20
days notice to the other party and provided that the relevant Termination Event
is then continuing, designate a day not earlier than the day such notice is
effective as an Early Termination Date in respect of all Affected Transactions.


 


42

















 


(c)                               Effect of Designation.


 


(i)                                  If
notice designating an Early Termination Date is given under Section 6(a) or
(b), the Early Termination Date will occur on the date so designated, whether
or not the relevant Event of Default or Termination Event is then continuing.


 


(ii)                               Upon
the occurrence or effective designation of an Early Termination Date, no
further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
Terminated Transactions will be required to be made, but without prejudice to
the other provisions of this Agreement. 
The amount, if any, payable in respect of an Early Termination Date
shall be determined pursuant to Section 6(e).


 


(d)                               Calculations.


 


(i)                                  Statement.  On or as soon as reasonably practicable
following the occurrence of an Early Termination Date, each party will make the
calculations on its part, if any, contemplated by Section 6(e) and will provide
to the other party a statement (1) showing, in reasonable detail, such
calculations (including all relevant quotations and specifying any amount
payable under Section 6(e)) and (2) giving details of the relevant account to
which any amount payable to it is to be paid. 
In the absence of written confirmation from the source of a quotation
obtained in determining a Market Quotation, the records of the party obtaining
such quotation will be conclusive evidence of the existence and accuracy of
such quotation.


 


(ii)                               Payment Date.  An amount calculated as being due in respect
of any Early Termination Date under Section 6(e) will be payable on the day
that notice of the amount payable is effective (in the case of an Early
Termination Date which is designated or occurs as a result of an Event of
Default) and on the day which is two Local Business Days after the day on which
notice of the amount payable is effective (in the case of an Early Termination
Date which is designated as a result of a Termination Event).  Such amount will be paid together with (to
the extent permitted under applicable law) interest thereon (before as well as
after judgment) in the Termination Currency, from (and including) the relevant
Early Termination Date to (but excluding) the date such amount is paid, at the
Applicable Rate.  Such interest will be
calculated on the basis of daily compounding and the actual number of days
elapsed.


 


(e)                               Payments on Early Termination.  If an Early Termination Date occurs, the
following provisions shall apply based on the parties’ election in the Schedule
of a payment measure, either “Market Quotation” or “Loss”, and a payment
method, either the “First Method” or the “Second Method”.  If the parties fail to designate a payment
measure or payment method in the Schedule, it will be deemed that “Market
Quotation” or the “Second Method”, as the case may be, shall apply.  The amount, if any, payable in respect of an
Early Termination Date and determined pursuant to this Section will be subject
to any Set-off.


 


(i)                                  Events of Default.  If the Early Termination Date results from
an Event of Default:3⁄4


 


43

















 


(1)                             First Method
and Market Quotation.  If the
First Method and Market Quotation apply, the Defaulting Party will pay to the
Non-defaulting Party the excess, if a positive number, of (A) the sum of the
Settlement Amount (determined by the Non-defaulting Party) in respect of the
Terminated Transactions and the Termination Currency Equivalent of the Unpaid
Amounts owing to the Non-defaulting Party over (B) the Termination Currency
Equivalent of the Unpaid Amounts owing to the Defaulting Party.


 


(2)                             First Method
and Loss.  If the First
Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
Party, if a positive number, the Non-defaulting Party’s Loss in respect of this
Agreement.


 


(3)                             Second
Method and Market Quotation. 
If the Second Method and Market Quotation apply, an amount will be
payable equal to (A) the sum of the Settlement Amount (determined by the
Non-defaulting Party) in respect of the Terminated Transactions and the
Termination Currency Equivalent of the Unpaid Amounts owing to the
Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid
Amounts owing to the Defaulting Party. 
If that amount is a positive number, the Defaulting Party will pay it to
the Non-defaulting Party; if it is a negative number, the Non-defaulting Party
will pay the absolute value of that amount to the Defaulting Party.


 


(4)                             Second
Method and Loss.  If the
Second Method and Loss apply, an amount will be payable equal to the
Non-defaulting Party’s Loss in respect of this Agreement.  If that amount is a positive number, the
Defaulting Party will pay it to the Non-defaulting Party; if it is a negative
number, the Non-defaulting Party will pay the absolute value of that amount to
the Defaulting Party.


 


(ii)                               Termination Events.  If the Early Termination Date results from a
Termination Event:3⁄4


 


(1)                             One Affected
Party.  If there is one
Affected Party, the amount payable will be determined in accordance with
Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss
applies, except that, in either case, references to the Defaulting Party and to
the Non-defaulting Party will be deemed to be references to the Affected Party
and the party which is not the Affected Party, respectively, and, if Loss
applies and fewer than all the Transactions are being terminated, Loss shall be
calculated in respect of all Terminated Transactions.


 


(2)                             Two Affected
Parties.  If there are two
Affected Parties:3⁄4


 


(A)                          if
Market Quotation applies, each party will determine a Settlement Amount in
respect of the Terminated Transactions, and an amount will be payable equal to
(I) the sum of (a) one-half of the difference between the Settlement Amount of
the party with the higher Settlement Amount (“X”) and the


 


44

















 


Settlement Amount of the
party with the lower Settlement Amount (“Y”) and (b) the Termination Currency
Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency
Equivalent of the Unpaid Amounts owing to Y; and


 


(B)                           if Loss
applies, each party will determine its Loss in respect of this Agreement (or, if
fewer than all the Transactions are being terminated, in respect of all
Terminated Transactions) and an amount will be payable equal to one-half of the
difference between the Loss of the party with the higher Loss (“X”) and the
Loss of the party with the lower Loss (“Y”).


 


If the amount payable is
a positive number, Y will pay it to X; if it is a negative number, X will pay
the absolute value of that amount to Y.


 


(iii)                            Adjustment for Bankruptcy.  In circumstances where an Early Termination
Date occurs because “Automatic Early Termination” applies in respect of a
party, the amount determined under this Section 6(e) will be subject to such
adjustments as are appropriate and permitted by law to reflect any payments or
deliveries made by one party to the other under this Agreement (and retained by
such other party) during the period from the relevant Early Termination Date to
the date for payment determined under Section 6(d)(ii).


 


(iv)                           Pre-Estimate.  The parties agree that if Market Quotation
applies an amount recoverable under this Section 6(e) is a reasonable
pre-estimate of loss and not a penalty. 
Such amount is payable for the loss of bargain and the loss of
protection against future risks and except as otherwise provided in this
Agreement neither party will be entitled to recover any additional damages as a
consequence of such losses.


 


7.                                    Transfer


 


Subject to Section
6(b)(ii), neither this Agreement nor any interest or obligation in or under
this Agreement may be transferred (whether by way of security or otherwise) by
either party without the prior written consent of the other party, except that:3⁄4


 


(a)                               a
party may make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right or
remedy under this Agreement); and


 


(b)                              a
party may make such a transfer of all or any part of its interest in any amount
payable to it from a Defaulting Party under Section 6(e).


 


Any purported transfer
that is not in compliance with this Section will be void.


 


8.                                    Contractual
Currency


 


(a)                               Payment in the Contractual Currency.  Each payment under this Agreement will be
made in the relevant currency specified in this Agreement for that payment (the
“Contractual Currency”).  To the extent
permitted by applicable law, any obligation to make payments under this
Agreement in the Contractual Currency will not be discharged or satisfied by any


 


45

















 


tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered into
the Contractual Currency, of the full amount in the Contractual Currency of all
amounts payable in respect of this Agreement. 
If for any reason the amount in the Contractual Currency so received
falls short of the amount in the Contractual Currency payable in respect of
this Agreement, the party required to make the payment will, to the extent
permitted by applicable law, immediately pay such additional amount in the
Contractual Currency as may be necessary to compensate for the shortfall.  If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual Currency
payable in respect of this Agreement, the party receiving the payment will
refund promptly the amount of such excess.


 


(b)                              Judgments.  To the extent permitted by applicable law,
if any judgment or order expressed in a currency other than the Contractual
Currency is rendered (i) for the payment of any amount owing in respect of this
Agreement, (ii) for the payment of any amount relating to any early termination
in respect of this Agreement or (iii) in respect of a judgment or order of
another court for the payment of any amount described in (i) or (ii) above, the
party seeking recovery, after recovery in full of the aggregate amount to which
such party is entitled pursuant to the judgment or order, will be entitled to
receive immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such
party.  The term “rate of exchange”
includes, without limitation, any premiums and costs of exchange payable in
connection with the purchase of or conversion into the Contractual Currency.


 


(c)                               Separate Indemnities.  To the extent permitted by applicable law,
these indemnities constitute separate and independent obligations from the
other obligations in this Agreement, will be enforceable as separate and
independent causes of action, will apply notwithstanding any indulgence granted
by the party to which any payment is owed and will not be affected by judgment
being obtained or claim or proof being made for any other sums payable in
respect of this Agreement.


 


(d)                              Evidence of Loss.  For the purpose of this Section 8, it will
be sufficient for a party to demonstrate that it would have suffered a loss had
an actual exchange or purchase been made.


 


46

















 


9.                                    Miscellaneous


 


(a)                               Entire Agreement.  This Agreement constitutes the entire
agreement and understanding of the parties with respect to its subject matter
and supersedes all oral communication and prior writings with respect thereto.


 


(b)                              Amendments.  No amendment, modification or waiver in
respect of this Agreement will be effective unless in writing (including a
writing evidenced by a facsimile transmission) and executed by each of the
parties or confirmed by an exchange of telexes or electronic messages on an
electronic messaging system.


 


(c)                               Survival of Obligations.  Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.


 


(d)                              Remedies Cumulative.  Except as provided in this Agreement, the
rights, powers, remedies and privileges provided in this Agreement are
cumulative and not exclusive of any rights, powers, remedies and privileges
provided by law.


 


(e)                               Counterparts and Confirmations.


 


(i)                                  This
Agreement (and each amendment, modification and waiver in respect of it) may be
executed and delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original.


 


(ii)                               The
parties intend that they are legally bound by the terms of each Transaction
from the moment they agree to those terms (whether orally or otherwise).  A Confirmation shall be entered into as soon
as practicable and may be executed and delivered in counterparts (including by
facsimile transmission) or be created by an exchange of telexes or by an
exchange of electronic messages on an electronic messaging system, which in
each case will be sufficient for all purposes to evidence a binding supplement
to this Agreement.  The parties will
specify therein or through another effective means that any such counterpart,
telex or electronic message constitutes a Confirmation.


 


(f)                                  No Waiver of Rights.  A failure or delay in exercising any right,
power or privilege in respect of this Agreement will not be presumed to operate
as a waiver, and a single or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further exercise, of that
right, power or privilege or the exercise of any other right, power or
privilege.


 


(g)                               Headings.  The headings used in this Agreement are for
convenience of reference only and are not to affect the construction of or to
be taken into consideration in interpreting this Agreement.


 


10.                            Offices;
Multibranch Parties


 


(a)                               If
Section 10(a) is specified in the Schedule as applying, each party that enters
into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking office
or jurisdiction of incorporation or organization of such party, the obligations
of such party are the same as if it had entered into the Transaction through
its head or home office.  This
representation will be deemed to be repeated by such party on each date on
which a Transaction is entered into.


 


47

















 


(b)                              Neither
party may change the Office through which it makes and receives payments or
deliveries for the purpose of a Transaction without the prior written consent
of the other party.


 


(c)                               If
a party is specified as a Multibranch Party in the Schedule, such Multibranch
Party may make and receive payments or deliveries under any Transaction through
any Office listed in the Schedule, and the Office through which it makes and
receives payments or deliveries with respect to a Transaction will be specified
in the relevant Confirmation.


 


11.                            Expenses


 


A Defaulting Party will, on demand, indemnify and hold harmless the
other party for and against all reasonable out-of-pocket expenses, including
legal fees and Stamp Tax, incurred by such other party by reason of the
enforcement and protection of its rights under this Agreement or any Credit
Support Document to which the Defaulting Party is a party or by reason of the
early termination of any Transaction, including, but not limited to, costs of
collection.


 


12.                            Notices


 


(a)                               Effectiveness.  Any notice or other communication in respect
of this Agreement may be given in any manner set forth below (except that a
notice or other communication under Section 5 or 6 may not be given by
facsimile transmission or electronic messaging system) to the address or number
or in accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:3⁄4


 


(i)                                    if
in writing and delivered in person or by courier, on the date it is delivered;


 


(ii)                                 if
sent by telex, on the date the recipient’s answerback is received;


 


(iii)                            if
sent by facsimile transmission, on the date that transmission is received by a responsible
employee of the recipient in legible form (it being agreed that the burden of
proving receipt will be on the sender and will not be met by a transmission
report generated by the sender’s facsimile machine);


 


(iv)                           if sent
by certified or registered mail (airmail, if overseas) or the equivalent
(return receipt requested), on the date that mail is delivered or its delivery
is attempted; or


 


(v)                              if
sent by electronic messaging system, on the date that electronic message is
received,


 


unless the date of
delivery (or attempted delivery) or that receipt, as applicable, is not a Local
Business Day or that communication is delivered (or attempted) or received, as
applicable, after the close of business on a Local Business Day, in which case
that communication shall be deemed given and effective on the first following
day that is a Local Business Day.


 


(b)                              Change of Addresses.  Either party may by notice to the other
change the address, telex or facsimile number or electronic messaging system
details at which notices or other communications are to be given to it.


 


13.                            Governing
Law and Jurisdiction


 


(a)                              Governing Law.  This Agreement will be governed by and
construed in accordance with the law specified in the Schedule.


 


48

















 


(b)                             Jurisdiction.  With respect to any suit, action or
proceedings relating to this Agreement (“Proceedings”), each party irrevocably:3⁄4


 


(i)           submits to the
jurisdiction of the English courts, if this Agreement is expressed to be
governed by English law, or to the non-exclusive jurisdiction of the courts of
the State of New York and the United States District Court located in the
Borough of Manhattan in New York City, if this Agreement is expressed to be
governed by the laws of the State of New York; and


 


(ii)        waives any objection which
it may have at any time to the laying of venue of any Proceedings brought in
any such court, waives any claim that such Proceedings have been brought in an
inconvenient forum and further waives the right to object, with respect to such
Proceedings, that such court does not have any jurisdiction over such party.


 


Nothing in this Agreement
precludes either party from bringing Proceedings in any other jurisdiction
(outside, if this Agreement is expressed to be governed by English law, the
Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and
Judgments Act 1982 or any modification, extension or re-enactment thereof for
the time being in force) nor will the bringing of Proceedings in any one or more
jurisdictions preclude the bringing of Proceedings in any other jurisdiction.


 


(c)                               Service of Process.  Each party irrevocably appoints the Process
Agent (if any) specified opposite its name in the Schedule to receive, for it
and on its behalf, service of process in any Proceedings.  If for any reason any party’s Process Agent
is unable to act as such, such party will promptly notify the other party and
within 30 days appoint a substitute process agent acceptable to the other
party.  The parties irrevocably consent
to service of process given in the manner provided for notices in Section
12.  Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.


 


(d)                              Waiver of Immunities.  Each party irrevocably waives, to the
fullest extent permitted by applicable law, with respect to itself and its
revenues and assets (irrespective of their use or intended use), all immunity
on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction
of any court, (iii) relief by way of injunction, order for specific performance
or for recovery of  property, (iv)
attachment of its assets (whether before or after judgment) and (v) execution
or enforcement of any judgment to which it or its revenues or assets might
otherwise be entitled in any Proceedings in the courts of any jurisdiction and
irrevocably agrees, to the extent permitted by applicable law, that it will not
claim any such immunity in any Proceedings.


 


14.                      Definitions


 


As used in this Agreement:3⁄4


 


“Additional Termination Event”
has the meaning specified in Section 5(b).


 


“Affected Party” has the
meaning specified in Section 5(b).


 


“Affected Transactions”
means (a) with respect to any Termination Event consisting of an Illegality,
Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence
of such Termination Event and (b) with respect to any other Termination Event,
all Transactions.


 


49

















 


“Affiliate” means, subject
to the Schedule, in relation to any person, any entity controlled, directly or
indirectly, by the person, any entity that controls, directly or indirectly,
the person or any entity directly or indirectly under common control with the
person.  For this purpose, “control” of
any entity or person means ownership of a majority of the voting power of the
entity or person.


 


“Applicable Rate” means:3⁄4


 


(a)                              in
respect of obligations payable or deliverable (or which would have been but for
Section 2(a)(iii)) by a Defaulting Party, the Default Rate;


 


(b)                             in
respect of an obligation to pay an amount under Section 6(e) of either party
from and after the date (determined in accordance with Section 6(d)(ii)) on
which that amount is payable, the Default Rate;


 


(c)                              in
respect of all other obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
Rate; and


 


(d)                             in
all other cases, the Termination Rate.


 


“Burdened Party” has the
meaning specified in Section 5(b).


 


“Change in Tax Law” means
the enactment, promulgation, execution or ratification of, or any change in or
amendment to, any law (or in the application or official interpretation of any
law) that occurs on or after the date on which the relevant Transaction is
entered into.


 


“consent” includes a
consent, approval, action, authorization, exemption, notice, filing,
registration or exchange control consent.


 


“Credit Event Upon Merger”
has the meaning specified in Section 5(b).


 


“Credit Support Document”
means any agreement or instrument that is specified as such in this Agreement.


 


“Credit Support Provider”
has the meaning specified in the Schedule.


 


“Default Rate” means a
rate per annum equal to the cost (without proof or evidence of any actual cost)
to the relevant payee (as certified by it) if it were to fund or of funding the
relevant amount plus 1% per annum.


 


“Defaulting Party” has the
meaning specified in Section 6(a).


 


“Early Termination Date”
means the date determined in accordance with Section 6(a) or 6(b)(iv).


 


“Event of Default” has the
meaning specified in Section 5(a) and, if applicable, in the Schedule.


 


“Illegality” has the
meaning specified in Section 5(b).


 


“Indemnifiable Tax” means
any Tax other than a Tax that would not be imposed in respect of a payment
under this Agreement but for a present or former connection between the
jurisdiction of the government or taxation authority imposing such Tax and the
recipient of such payment or a person related to such recipient (including,
without limitation, a connection arising from such recipient or related person
being or having been a citizen or resident of such jurisdiction, or being or
having been organised, present or engaged in a trade or business in such
jurisdiction, or having or having had a permanent establishment or fixed place
of business in such jurisdiction, but excluding a connection arising solely
from such recipient or related person having executed, delivered, performed its
obligations or received a payment under, or enforced, this Agreement or a
Credit Support Document).


 


50

















 


“law” includes any treaty,
law, rule or regulation (as modified, in the case of tax matters, by the
practice of any relevant governmental revenue authority) and “lawful”
and “unlawful”
will be construed accordingly.


 


“Local Business Day”
means, subject to the Schedule, a day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency deposits)
(a) in relation to any obligation under Section 2(a)(i), in the place(s)
specified in the relevant Confirmation or, if not so specified, as otherwise
agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for
performance with respect to such Specified Transaction.


 


“Loss” means, with respect
to this Agreement or one or more Terminated Transactions, as the case may be,
and a party, the Termination Currency Equivalent of an amount that party
reasonably determines in good faith to be its total losses and costs (or gain,
in which case expressed as a negative number) in connection with this Agreement
or that Terminated Transaction or group of Terminated Transactions, as the case
may be, including any loss of bargain, cost of funding or, at the election of
such party but without duplication, loss or cost incurred as a result of its
terminating, liquidating, obtaining or reestablishing any hedge or related
trading position (or any gain resulting from any of them).  Loss includes losses and costs (or gains) in
respect of any payment or delivery required to have been made (assuming
satisfaction of each applicable condition precedent) on or before the relevant
Early Termination Date and not made, except, so as to avoid duplication, if
Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.  Loss does not include a party’s legal fees and out-of-pocket
expenses referred to under Section 11. 
A party will determine its Loss as of the relevant Early Termination
Date, or, if that is not reasonably practicable, as of the earliest date
thereafter as is reasonably practicable. 
A party may (but need not) determine its Loss by reference to quotations
of relevant rates or prices from one or more leading dealers in the relevant
markets.


 


“Market Quotation” means,
with respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference
Market-makers.  Each quotation will be
for an amount, if any, that would be paid to such party (expressed as a
negative number) or by such party (expressed as a positive number) in
consideration of an agreement between such party (taking into account any
existing Credit Support Document with respect to the obligations of such party)
and the quoting Reference Market-maker to enter into a transaction (the
“Replacement Transaction”) that would have the effect of preserving for such
party the economic equivalent of any payment or delivery (whether the
underlying obligation was absolute or contingent and assuming the satisfaction
of each applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions that
would, but for the occurrence of the relevant Early Termination Date, have been
required after that date.  For this
purpose, Unpaid Amounts in respect of the Terminated Transaction or group of
Terminated Transactions are to be excluded but, without limitation, any payment
or delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included. 
The Replacement Transaction would be subject to such documentation as
such party and the Reference Market-maker may, in good faith, agree.  The party making the determination (or its
agent) will request each Reference Market-maker to provide its quotation to the
extent reasonably practicable as of the same day and time (without regard to
different time zones) on or as soon as reasonably practicable after the
relevant Early Termination


 


51

















 


Date.  The day
and time as of which those quotations are to be obtained will be selected in
good faith by the party obligated to make a determination under Section 6(e),
and, if each party is so obliged, after consultation with the other.  If more than three quotations are provided,
the Market Quotation will be the arithmetic mean of the quotations, without
regard to the quotations having the highest and lowest values.  If exactly three such quotations are
provided, the Market Quotation will be the quotation remaining after disregarding
the highest and lowest quotations.  For
this purpose, if more than one quotation has the same highest value or lowest
value, then one of such quotations shall be disregarded.  If fewer than three quotations are provided,
it will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.


 


“Non-default
Rate” means a rate per annum equal to the cost
(without proof or evidence of any actual cost) to the Non-defaulting party (as
certified by it) if it were to fund the relevant amount.


 


“Non-defaulting
Party” has the meaning specified in Section 6(a).


 


“Office”
means a branch or office of a party, which may be such
party’s head or home office.


 


“Potential
Event of Default” means any event which, with the
giving of notice or the lapse of time or both, would constitute an Event of
Default.


 


“Reference
Market-makers” means four leading dealers in the
relevant market selected by the party determining a Market Quotation in good
faith (a) from among dealers of the highest credit standing which satisfy all
the criteria that such party applies generally at the time in deciding whether
to offer or to make an extension of credit and (b) to the extent practicable,
from among such dealers having an office in the same city.


 


“Relevant
Jurisdiction” means, with respect to a party, the
jurisdictions (a) in which the party is incorporated, organized, managed and
controlled or considered to have its seat, (b) where an Office through which
the party is acting for purposes of this Agreement is located, (c) in which the
party executes this Agreement and (d) in relation to any payment, from or
through which such payment is made.


 


“Scheduled
Payment Date” means a date on which a payment or
delivery is to be made under Section 2(a)(i) with respect to a Transaction.


 


“Set-off”
means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.


 


“Settlement
Amount” means, with respect to a party and any
Early Termination Date, the sum of:3⁄4


 


(a)             the Termination
Currency Equivalent of the Market Quotations (whether positive or negative) for
each Terminated Transaction or group of Terminated Transactions for which a
Market Quotation is determined; and


 


(b)            such party’s Loss
(whether positive or negative and without reference to any Unpaid Amounts) for
each Terminated Transaction or group of Terminated Transactions for which a
Market Quotation cannot be determined or would not (in the reasonable belief of
the party making the determination) produce a commercially reasonable result.


 


“Specified
Entity” has the meaning specified in the Schedule.


 


“Specified
Indebtedness” means, subject to the Schedule, any
obligation (whether present or future, contingent or otherwise, as principal or
surety or otherwise) in respect of borrowed money.


 


52

















 


“Specified
Transaction” means, subject to the Schedule, (a)
any transaction (including an agreement with respect thereto) now existing or
hereafter entered into between one party to this Agreement (or any Credit
Support Provider of such party or any applicable Specified Entity of such
party) and the other party to this Agreement (or any Credit Support Provider of
such other party or any applicable Specified Entity of such other party) which
is a rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.


 


“Stamp Tax”
means any stamp, registration, documentation or similar tax.


 


“Tax”
means any present or future tax, levy, impost, duty, charge, assessment or fee
of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.


 


“Tax Event”
has the meaning specified in Section 5(b).


 


“Tax Event
Upon Merger” has the meaning specified in Section
5(b).


 


“Terminated
Transactions” means with respect to any Early
Termination Date (a) if resulting from a Termination Event, all Affected
Transactions and (b) if resulting from an Event of Default, all Transactions
(in either case) in effect immediately before the effectiveness of the notice
designating that Early Termination Date (or, if “Automatic Early Termination”
applies, immediately before that Early Termination Date).


 


“Termination
Currency” has the meaning specified in the
Schedule.


 


“Termination
Currency Equivalent” means, in respect of any
amount denominated in the Termination Currency, such Termination Currency
amount and, in respect of any amount denominated in a currency other than the
Termination Currency (the “Other Currency”), the amount in the Termination
Currency determined by the party making the relevant determination as being
required to purchase such amount of such Other Currency as at the relevant
Early Termination Date, or, if the relevant Market Quotation or Loss (as the
case may be), is determined as of a later date, that later date, with the
Termination Currency at the rate equal to the spot exchange rate of the foreign
exchange agent (selected as provided below) for the purchase of such Other
Currency with the Termination Currency at or about 11:00 a.m. (in the city in
which such foreign exchange agent is located) on such date as would be
customary for the determination of such a rate for the purchase of such Other
Currency for value on the relevant Early Termination Date or that later
date.  The foreign exchange agent will,
if only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.


 


“Termination
Event” means an Illegality, a Tax Event or a Tax
Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger
or an Additional Termination Event.


 


“Termination
Rate” means a rate per annum equal to the arithmetic
mean of the cost (without proof or evidence of any actual cost) to each party
(as certified by such party) if it were to fund or of funding such amounts.


 


“Unpaid
Amounts” owing to any party means, with respect to
an Early Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination


 


53

















 


Date and which remain unpaid as at such Early Termination Date and (b)
in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date
and which has not been so settled as at such Early Termination Date, an amount
equal to the fair market value of that which was (or would have been) required
to be delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate.  Such amounts of interest will be calculated
on the basis of daily compounding and the actual number of days elapsed.  The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.


 


 


IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.


 


	
  PARTY A

  	
  PARTY B

  



 


	
  ABN
  AMRO BANK N.V.

  	
   

  	
  PERMANENT
  CUSTODIANS LIMITED

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  



 


 


TRUST
MANAGER


 


	
  AUSTRALIAN
  SECURITISATION

  MANAGEMENT PTY LIMITED

  
	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


54

















 





 


 


SCHEDULE

to the

Master Agreement

ARMS II Global Fund 2


 


 


dated as of [*]
October 2003


 


between


 


ABN AMRO BANK N.V.,
LONDON BRANCH

(Party A)


 


and


 


PERMANENT CUSTODIANS
LIMITED, ACN 001 426 384

(Party B)


 


and


 


AUSTRALIAN SECURITISATION
MANAGEMENT PTY LIMITED, ACN 103 852 428

(Trust Manager)


 


 


Part 1:                           Termination
Provision


 


In this Agreement:


 


(a)                                 “Specified Entity” is not applicable to Party A nor to Party B.


 


(b)                                “Specified Transaction” is not applicable.


 


(c)                                 (i)                                      The following provisions of Section 5 will not apply to Party A:


 


Section 5(a)(ii)

Section 5(a)(iii)

Section 5(a)(iv)

Section 5(a)(v)

Section 5(a)(vi)

Section 5(b)(iv)

Section 5(b)(v)


 


(ii)                                 The
following provisions of Section 5 will not apply to Party B:


 


Section 5(a)(ii)

Section 5(a)(iii)

Section 5(a)(iv)

Section 5(a)(v)

Section 5(a)(vi)


 


1

















 


Section 5(b)(iv)


Section 5(b)(v)


 


(iii)                              Section
5(b)(ii) will not apply to Party A as the Affected Party (subject to Part
5(j)(iii) of this Schedule) and Section 5(b)(iii) will not apply to Party A as
the Burdened Party.


 


(d)                                The “Automatic Early Termination” provisions in Section 6(a) will
not apply to Party A nor to Party B.


 


(e)                                 “Payment on Early Termination”.  For the purposes of Section 6(e) of this Agreement:


 


(i)                                    Market
Quotation will apply; and


 


(ii)                                 the
Second Method will apply.


 


(f)                                   “Termination Currency” means US$.


 


Part 2:                           Tax
Representations


 


(a)                              Payer Tax
Representations.  For the
purpose of Section 3(e) of this Agreement, Party A and Party B each make the
following representation:


 


It is not required by any
applicable law, as modified by the practice of any relevant government revenue
authority, of any Relevant Jurisdiction to make any deduction or withholding
for or on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other
party under this Agreement.  In making
this representation, it may rely on:


 


(i)                                   the
accuracy of any representation made by the other party pursuant to Section 3(f)
of this Agreement;


 


(ii)                                the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and


 


(iii)                             the
satisfaction of the agreement of the other party contained in Section 4(d) of
this Agreement,


 


PROVIDED THAT it shall not be a breach of
this representation where reliance is placed on clause (ii) and the other party
does not deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.


 


(b)                              Payee Tax
Representations.  For the
purpose of Section 3(f) of this Agreement:


 


Party A makes the
following representation:


 


It will bring into
account payments made and received in respect of each Transaction in computing
its income for United Kingdom tax purposes.


 


Party B makes the
following representation:


 


2

















 


It is an Australian
resident and does not derive the payments under this Agreement in part or in
whole in carrying on business in a country outside Australia at or through its
permanent establishment in that country.


 


Part 3:                           Documents
to be delivered


 


For the purpose of Section 4(a)(i) and (ii) of this Agreement, each
party agrees to deliver the following documents as applicable:


 


(a)                               Tax
forms, documents or certificates to be delivered are:


 


	
  Party required to

  deliver document

  	
   

  	
  Form/Document

  	
   

  	
  Date by
  which to be

  delivered

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parties A & B

  	
   

  	
  Any form or document reasonably requested by the
  other party to permit payments without (or with minimum) deduction or
  withholding of Tax

  	
   

  	
  As soon as possible after request.

  



 


(b)                              Other
documents to be delivered are:


 


	
  Party required to

  deliver document

  	
   

  	
  Form/Document/Certificate

  	
   

  	
  Date by
  which

  document to be

  delivered

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Parties A & B

  	
   

  	
  Such evidence as the other party may reasonably
  require to satisfy itself as to the authority of the persons executing and
  delivering this Agreement on behalf of the party and each Confirmation to be
  signed on behalf of the party.

  	
   

  	
  Before the entering into of any Transaction and
  thereafter promptly upon any change in authorised persons.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party B

  	
   

  	
  A legal opinion as to the validity and
  enforceability of that party’s obligations under this Agreement in form and
  substance and issued by legal counsel reasonably acceptable to Party A.

  	
   

  	
  Before the entering into of any Transaction.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Party A

  	
   

  	
  A copy of the most recent annual report of the party
  containing consolidated financial statements, certified without qualification
  by independent public accountants and such other public information
  respecting its condition or operations, financial or otherwise, as the other
  party may reasonably request from time to time.

  	
   

  	
  Upon reasonable request by Party B.

  



 


All documents delivered under this Part 3(b) are covered by Section
3(d) representation.


 


3

















 


Part 4:                           Miscellaneous


 


(a)                               Addresses
for Notices. For the purpose of Section 12(a) of this Agreement:


 


	
  Address for notices or communications to Party A:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  250 Bishopsgate

  	
   

  	
   

  
	
   

  	
  LONDON EC2M 4AA

  	
   

  	
   

  
	
   

  	
  ENGLAND

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Loan Administration Department

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Electronic Messaging System Details:

  	
  Swift ABNA GB 2L

  
	
   

  	
   

  	
   

  	
   

  
	
  Facsimile No:

  	
  +44 20 7 588 2975

  	
  Telephone No.: 
   +44 20 7 628
  7766

  
	
   

  	
   

  	
   

  	
   

  
	
  With a copy to:

  	
  ABN AMRO Bank, N.V., Australian Branch

  	
   

  	
   

  
	
   

  	
  Derivative Operations Unit

  	
   

  	
   

  
	
   

  	
  Level 27, ABN AMRO Tower

  	
   

  	
   

  
	
   

  	
  88 Phillip Street

  	
   

  	
   

  
	
   

  	
  SYDNEY 
  NSW  2000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Facsimile No.:

  	
  +612 8259 5412

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address for notices or communications to Party B
  care of the Trust Manager:

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
  Level 6

  	
   

  	
   

  
	
   

  	
  12 Castlereagh Street

  	
   

  	
   

  
	
   

  	
  SYDNEY 
  NSW  2000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attention:

  	
  Deputy Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Facsimile No:

  	
  +612.9225.0864

  	
  Telephone No.: 
  +612 9225 0824

  
							



 


(b)                              Process
Agent. For the purpose of Section 13(c) of this Agreement:


 


Party A appoints as its
Process Agent:  not applicable.


 


Party B appoints as its Process
Agent:  not applicable.


 


(c)                               Offices.  The provisions of Section 10(a) will not
apply to this Agreement.


 


(d)                              Multibranch
Party. For the purpose of Section 10(c) of this Agreement:


 


Neither Party A nor Party
B is a Multibranch Party.


 


(e)                               Calculation
Agent.  The Calculation Agent
is Party A.


 


(f)                                  Credit
Support Document.  Details of
any Credit Support Document:


 


(i)                                    In
relation to Party A: nil.


 


(ii)                                 In
relation to Party B: The Security Trust Deed.


 


(g)                               Credit
Support Provider.


 


(i)                                    In
relation to Party A: nil.


 


4

















 


(ii)                                 In
relation to Party B: nil.


 


(h)                              Governing
Law.  This Agreement will be
governed by and construed in accordance with English laws and each party
submits to the non-exclusive jurisdiction of the courts of England without
reference to choice of law doctrine. 
The provisions of Section 13(b) will apply (mutatis mutandis) to this
choice of governing law and submission to jurisdiction.


 


(i)                                  Netting of
Payments.  Subparagraph (ii)
of Section 2(c) of this Agreement will not apply to any Transaction.


 


(j)                                 “Affiliate” will
have the meaning specified in Section 14 of this Agreement.  However, for the purpose of Section 3(c)
Party A and Party B are each deemed not to have any Affiliates.


 


(k)                              Transaction
Document.


 


(i)                                   This
Agreement and each Transaction are Transaction Documents relating to the Fund
for the purposes of the Master Trust Deed.


 


(ii)                                Each
Transaction is a Currency Swap as defined in and for the purposes of the Bond
Trust Deed.


 


Part 5:                           Other
Provisions


 


(a)                                 ISDA
Definitions: 
This Agreement, each Confirmation and each Transaction are subject to
the 2000 ISDA Definitions (as published by the International Swaps and
Derivatives Association, Inc.) (the “ISDA Definitions”), and will be governed in
all respects by any provisions set forth in the ISDA Definitions, without
regard to any amendments to the ISDA Definitions or the Annex to the ISDA
Definitions subsequent to the date thereof. 
The provisions of the ISDA Definitions are incorporated by reference in,
and shall be deemed to be part of, this Agreement and each Confirmation.  In the event of any inconsistency between
the provisions of this Agreement and the ISDA Definitions, this Agreement will
prevail.  In the event of any
inconsistency between the provisions of any Confirmation and this Agreement,
such Confirmation will prevail for the purpose of the relevant
Transaction.  Any reference to a:


 


(i)                                    “Swap
Transaction” in the ISDA Definitions is deemed to
be a reference to a “Transaction” for the purpose of interpreting this
Agreement or any Confirmation; and


 


(ii)                                 “Transaction” in this Agreement or any Confirmation is deemed to be a reference to
a “Swap Transaction” for the purpose of interpreting the  ISDA Definitions.


 


(b)                                Master
Trust Deed Definitions:  Words and expressions which are defined in the Master Trust Deed
(unless the context otherwise requires, or unless otherwise defined in this
Agreement)  have the same meanings when
used in this Agreement.


 


(c)                                 Appointment
of Trust Manager:


 


(i)                                    Pursuant
to its powers under the Master Trust Deed (including, without limiting the
generality of the foregoing, pursuant to clauses 14.2(i) and ( l) and 14.4(c)),
Party B


 


5

















 


hereby
appoints the Trust Manager as its sole and exclusive agent to act on Party B’s
behalf with respect to this Agreement. 
The Trust Manager:


 


(A)                              may arrange, enter into, and monitor Transactions, execute
Confirmations, and exercise all other rights and powers of Party B under this
Agreement; and


 


(B)                                without limiting the generality of the foregoing, shall issue, and
receive, on behalf of Party B all notices, Confirmations, certificates and
other communications to or by Party A under this Agreement.


 


(ii)                                 The
Trust Manager acknowledges and confirms to Party B and Party A that the Trust
Manager considers it appropriate, for the effective performance of its
obligations as Trust Manager and the due management and administration of the
Fund, that Party B appoint the Trust Manager as its agent for the purposes of
this Agreement, in the manner provided for in sub-paragraph (i) above;


 


(iii)                              In
acting as Party B’s agent, the Trust Manager must comply with the terms of the
Master Trust Deed (in particular, but without limitation, clauses 12.2(a), (b)
and (c)), and all relevant Transaction Documents;


 


(iv)                             The Trust
Manager must indemnify Party B from and against all costs, losses, damages,
expenses or liabilities (including the amount of any compensation found by a
Final Judgment (or admitted by Party B) to be payable by Party B to restore the
Fund because of a failure by Party B to exercise the degree of care, diligence
and prudence required of it under the Transaction Documents, or because of some
other neglect, default or breach of duty by Party B under the Transaction
Documents):


 


(A)                              which Party B may suffer or incur as a result of any claim being
made against it under clause 14.5 of the Master Trust Deed which arises from
any act or omission (or alleged act or omission) by the Trust Manager in acting
as Party B’s agent under or for the purposes of this Agreement; and


 


(B)                                in respect of which Party B is not entitled to be indemnified
personally from the Assets of the Fund in accordance with clause 25.10 of the
Master Trust Deed.


 


(v)                                The
parties agree that if:


 


(A)                              the Trust Manager, in acting as agent of Party B under sub-paragraph
(i) above, acts in breach of its duties to Party B, or acts negligently or
fraudulently; and


 


(B)                                as a result of such breach, negligence or fraud, Party A suffers any
losses, costs or damages; and


 


(C)                                Party B is not entitled for any reason (notwithstanding clause 25.10
of the Master Trust Deed) to be indemnified from the Assets of the Fund in
respect of those losses, costs or damages,


 


6

















 


then:


 


(D)                               the Trust Manager must indemnify Party A on demand from and against
such losses, costs and damages; and


 


(E)                                 Party B shall have no liability to Party A in respect of those
losses, costs or damages.


 


(vi)                             The Trust
Manager confirms in respect of each Transaction that:


 


(A)                                it is acting as agent of Party B;


 


(B)                               it has made its own independent decisions to enter into that
Transaction, on behalf of Party B, and as to whether that Transaction is
appropriate or proper for it to enter into, on behalf of Party B, based upon
its own judgment and upon advice from such advisers as it has deemed necessary;


 


(C)                               it is not relying on any communication (written or oral) of Party A
as investment advice or as a recommendation to enter into that Transaction; it
being understood that information and explanation related to the terms and
conditions of a Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. 
No communication (written or oral) received from Party A shall be deemed
to be an assurance or guarantee as to the expected results of that Transaction;


 


(D)                              it is capable of assessing the merits of, and understanding (on its
own behalf or through independent professional advice), and understands and
accepts, on behalf of Party B, the terms, conditions and risks of that
Transaction.  It is also capable of
assuming, on behalf of Party B, and assumes, on behalf of Party B, the risks of
that Transaction; and


 


(E)                                Party A is not acting as a fiduciary or an adviser to it in respect
of that Transaction.


 


(d)                                Change
of Accounts: 
For the purposes of Section 2(b) of the Agreement both parties agree
that such new account so designated shall, unless otherwise agreed, be in the
same tax jurisdiction as the original account.


 


(e)                                 Payments: In Section 2:


 


(i)                                    In
Section 2(a)(i) add after “made by it”:


 


“which will be by way of
exchange for the corresponding payment or payments payable by the other party”;


 


(ii)                                 In
Section 2(a)(ii) insert immediately after the words “freely transferable funds”
the following words:


 


“, free of any set-off,
counterclaim, deduction or withholding (except as expressly provided in this
Agreement)”.


 


7

















 


(iii)                              Insert
new Sections 2(a)(iv) and 2(a)(v) immediately after Section 2(a)(iii) as
follows:


 


“(iv)                      The
condition precedent in Section 2(a)(iii)(1) does not apply to a payment due to
be made to a party if it has satisfied all its payment and delivery obligations
under Section 2(a)(i) and has no future payment or delivery obligations,
whether absolute or contingent under Section 2(a)(i).


 


(v)                                 Where:


 


(1)                             payments
are due pursuant to Section 2(a)(i) by Party A to Party B (the “Party A
payment”) and by Party B to Party A (the “Party B payment”) on the same day;
and


 


(2)                             the
charge created by the Security Trust Deed has become, and remains at that time,
enforceable,


 


then:


 


(3)                             Party
A’s obligation to make the Party A payment to Party B shall be subject to the
condition precedent (which will be an “applicable condition precedent” for the
purpose of Section 2(a)(iii)(3)) that Party A first receives either:


 


(i)                                  the
Party B payment; or


 


(ii)                               confirmation
from Party B’s bank that it holds irrevocable instructions to effect payment of
the Party B payment and that funds are available to make that payment; and


 


(4)                             Party
B’s obligation to make the Party B payment to Party A will be subject to the
condition precedent (which will be an “applicable condition precedent” for the
purpose of Section 2(a)(iii)(3)) that Party B first receives either:


 


(i)                                  the
Party A payment; or


 


(ii)                               confirmation
from Party A’s bank that it holds irrevocable instructions to effect payment of
the Party A payment and that funds are available to make that payment.”


 


(iv)                             Delete
the word “if” at the beginning of Section 2(d)(i)(4), and insert the following
words “if and only if X is Party A and”.


 


(v)                                In
Section 2(d)(ii) insert the words “(if and only if Y is Party A)” after the
word “then” at the beginning of the last paragraph.


 


Without prejudice to the
above amendments, it is agreed that Party B is not obliged to:


 


(A)                           pay any
additional amount to Party A under Section 2(d)(i)(4);


 


(B)                            pay
any amount to Party A under Section 2(d)(ii); or


 


8

















 


(C)                           receive
payments under this Agreement or any Transaction from which deductions or
withholdings have been made.


 


(f)                                   Additional
Representations: 
In Section 3 add new paragraphs as follows:


 


“(g)                         Non
Assignment.  It has not
assigned (whether absolutely, in equity or otherwise) or declared any trust
over or given any charge over any of its rights under any Transaction (other
than, in respect of Party B, under and in accordance with the Master Trust Deed
and the charge given pursuant to the Security Trust Deed).


 


(h)                               Contracting
as principal.  In relation to
Party A and Party B, each Transaction is and will be entered into by it as
principal and not otherwise.”


 


(g)                                Additional
Covenant: 
In Section 4 a new paragraph is added as follows:


 


“(f)                            Contracting
as Principal: It will enter into all Transactions as principal and
not otherwise.”


 


(h)                                Mandatory
Novation: 
If an Incoming Trustee is appointed in accordance with the Master Trust
Deed, Party A must, unless it is then entitled to terminate this Agreement,
promptly upon being requested to do so by or on behalf of Party B, execute such
documents and do such things as Party B may reasonably require to novate this
Agreement to the Incoming Trustee.  The
Trust Manager must give notice to each Designated Rating Agency for the Fund
promptly following any such novation.


 


(i)                                    Event
of Default: 
In Section 5(a):


 


(i)                                    Delete
Section 5(a)(i) and insert instead:


 


“(i)                             Failure to Pay or Deliver.  Failure by the party to make, when due, any
payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required
to be made by it if such failure is not remedied at or before 10.00 am on the
fifth Business Day after notice of such failure is given to the party;”.


 


For the avoidance of
doubt, there will be no failure to pay by Party B to Party A for the purposes
of Section 5(a)(i) to the extent that Party B pays to Party A on each Payment
Date the amounts available to Party B on that Payment Date for payment to Party
A (in the case of a Class A Currency Swap) under Conditions 4.4(e)(i) and
5.1(b)(i) and (in the case of a Class B Currency Swap) under Conditions 4.4(f)
and 5.1(c).


 


(ii)                                 In
relation to Party B, Section 5(a)(vii) does not apply, and the following Event
of Default applies in its place:


 


“(vii)                   Insolvency.  An Event of Insolvency occurs in relation to
Party B, and within 30 days after the occurrence of that Event (or such longer
period as Party A may agree):


 


9

















 


(1)                             Party
B has not been replaced as trustee of the Fund in accordance with the Master
Trust Deed; and


 


(2)                             Party
A and Party B’s replacement have not entered into an agreement (whether or not
there are other parties thereto) which has the effect of novating or replacing
this Agreement and each Transaction as between Party A and Party B’s
replacement.”.


 


(iii)                              It is
also an Event of Default under this Agreement, in respect of Party A only, if
Party A fails to comply with Section 16.


 


(j)                                    Termination
Events:


 


(i)                                    Illegality: In respect of each Transaction, the parties agree that the
imposition by any Government Body of an Australian Jurisdiction of any exchange
controls, restrictions or prohibitions which would otherwise constitute an
Illegality for the purposes of Sections 5(b)(i) or 5(c) will not be an event
which constitutes an Illegality for the purposes of those Sections so that,
following the occurrence of that event:


 


(A)                              neither Party A nor Party B will be entitled to designate an Early
Termination Date in respect of that Transaction as a result of that event
occurring;


 


(B)                                payment by Party B in accordance with Part 5(e) of the Schedule will
continue to constitute proper performance of its payment obligations in respect
of that Transaction; and


 


(C)                                Party A’s obligations in respect of that Transaction or this
Agreement will be unaffected by the occurrence of that event.


 


(ii)                                 Tax Event: Section 5(b)(ii) is amended by deleting the words “, or there is a
substantial likelihood that it will,” where they appear in that provision.


 


(iii)                              Party A’s limited rights in
relation to Tax Event: Notwithstanding Part
1(c)(iii) of the Schedule, Party A may designate an Early Termination Date if
it is an Affected Party following a Tax Event but only if the Bond Trustee has
notified the parties in writing that it is satisfied that all amounts owing to
the US$ Bondholders will be paid in full on the date on which the US$ Bonds are
to be redeemed.


 


(k)                                 Termination:


 


(i)                                    Termination
by Bond Trustee: Party B must not designate an
Early Termination Date without the prior written consent of the Bond Trustee.


 


(ii)                                 Termination by Bond Trustee: If following an Event of Default or Termination Event, Party A or
Party B does not exercise its right to terminate a Transaction, then the Bond
Trustee may designate an Early Termination Date in relation to that Transaction
as if it were a party to this Agreement.


 


10

















 


(iii)                              Timing of Early Termination
Date: Party A may not specify an Early Termination
Date unless it has consulted with the other parties as to which date it should
specify as the Early Termination Date.


 


(iv)                             Transfers to avoid
Termination: 
Section 6(b)(ii) is amended as follows:


 


(A)                              The following sentence is added at the end of the second paragraph:


 


“However, if Party A is
that other party it must, if so requested by the Bond Trustee, use reasonable
efforts to make such a transfer to an Affiliate (as that expression is defined
in Section 14 disregarding any modification made by this Agreement) provided
that each Designated Rating Agency has given prior written confirmation to the
Bond Trustee that such a transfer will not result in a reduction, qualification
or withdrawal of the credit ratings then assigned by it to the Bonds.”


 


(B)                                The third paragraph is amended by replacing the words “a party” in
the first line with the words “Party A” and by replacing in the second line the
reference to “the other party” with the words “Party B” and the reference to
“such other party’s” with “Party B’s”.


 


(v)                                Transfer where Party B does
not gross-up: 
If any payment by Party B to Party A under this Agreement is, or is
likely to be, made subject to any deduction or withholding on account of Tax,
the Trust Manager will endeavour to procure Party B’s substitution as principal
obligor under this Agreement in respect of each Affected Transaction by an
entity in another jurisdiction approved by Party A and the Bond Trustee.


 


(vi)                             No Set-Off:  Section 6(e) is amended by
deleting the last sentence of the first paragraph.


 


(l)                                    Transfer:  Section 7 is deleted and
replaced with the following:


 


“7.                               Transfer


 


(a)                               Neither
the interests nor obligations of either party in or under this Agreement
(including any Transaction) are capable of being assigned or transferred
(whether at law, in equity or otherwise or whether by way of security or
otherwise), charged or the subject of any trust or other fiduciary obligation
(other than, in respect of Party B, under and in accordance with the Master
Trust Deed and the charge created by the Security Trust Deed, or as expressly
contemplated by or provided for in this Agreement).  Any action by a party which purports to do any of these things is
void.


 


(b)                               Nothing
in this Section 7:


 


(i)                                  restricts
the parties agreeing to a novation of the interests and obligations of a party
in or under this Agreement (including any Transaction) including, but


 


11

















 


not limited to, for the
purposes of giving effect to a transfer by a party under Section 6(b)(ii);


 


(ii)                               restricts
a transfer by a party of its interests and obligations in or under this
Agreement (including any Transaction) pursuant to a consolidation or
amalgamation with or merger into, or transfer of all or substantially all its
assets to, another entity (but without prejudice to any other right or remedy
under this Agreement);


 


(iii)                            restricts
a transfer by a party of all or any part of its interest in any amount payable
to it from a Defaulting Party under Section 6(e); or


 


(iv)                           restricts
a transfer by a party after the other party has agreed to a variation of this
Agreement to the extent necessary to permit such a transfer,


 


provided that Party B
must not agree to or give effect to any novation or transfer referred to in
this Section 7(b) unless it has first obtained the written consent of each
Designated Rating Agency.


 


(c)                               Each
party acknowledges that the other party enters into this Agreement and each
Transaction on the basis that this Section 7 must be strictly observed and is
fundamental to the terms of this Agreement (including each Transaction).”


 


(m)                              Amendments:  In Section 9:


 


(i)                                    the
first word “No” in Section 9(b) is replaced with:


 


“Except to the extent
that the entering into of each Transaction takes effect as an amendment to this
Agreement, no”; and


 


(ii)                                 the
following words are added at the end of Section 9(b):


 


“, and unless each
Designated Rating Agency has confirmed in writing that such amendment will not
adversely affect the credit rating of any Bonds.”


 


(n)                                Notices:  In Section 12:


 


(i)                                    delete
the following words where they appear on lines 2 and 3 of Section 12(a):


 


“(except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system)”; and


 


(ii)                                 delete
paragraph (iii) of Section 12(a) and insert instead:


 


“(iii)                       if sent by
facsimile, on production of a transmission report by the machine from which the
facsimile was sent which indicates that the facsimile was sent in its entirety
to the facsimile number of the recipient notified for the purpose of this
Section unless the recipient notifies the sender within 24 hours of the
facsimile being sent that the facsimile was not received in its entirety in
legible form;”.


 


12

















 


(o)                                Definitions:  In Section 14:


 


(i)                                    delete
the following words from the definition of “Default Rate”:


 


“plus 1% per annum”;


 


(ii)                                 the
definition of “Market Quotation” is replaced with:


 


“Market Quotation” means, with
respect to one or more Terminated Transactions and a party making the
determination, an amount determined on the basis of quotations from Reference
Market-makers.  Each quotation will take
into account any existing Credit Support Document with respect to the obligations
of such party.


 


Each quotation will be
determined as either:


 


(1)                              the
amount, if any, that would be paid to such party (expressed as a negative
number) or by such party (expressed as a positive number) in consideration of
an agreement between such party and the quoting Reference Market-maker to enter
into a transaction (the “Replacement Transaction”) that would have
the effect of preserving for such party the economic equivalent of the Future
Obligations of both parties; or


 


(2)                              the
present value (calculated using commercially reasonable discount rates) of the
difference or the differences on each Scheduled Payment Date that would have
occurred after the Early Termination Date between:


 


(a)                              the
Future Obligations of the other party to the Terminated Transaction or
Terminated Transactions; and


 


(b)                             the
obligations that a quoting Reference Market-maker would have under a
transaction (“Replacement Transaction”) that would preserve for the party
making the determination that party’s Future Obligations, with such present
value being positive if (a) is greater than (b) and negative if (a) is less
than (b).


 


The Replacement
Transaction would be subject to such documentation as such party and the
Reference Market-maker may, in good faith, agree.  The party making the determination (or its agent) will request
each Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time
zones) on or as soon as reasonably practicable after the relevant Early
Termination Date.  The day and time as
of which the quotation or quotations are to be obtained will be selected in
good faith by the party obliged to make a determination under Section 6(e),
and, if each party is so obliged, after consultation with the other.


 


If more than 3 quotations
are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest
values.  If exactly 3 such quotations
are provided, the Market Quotation will be


 


13

















 


the quotation remaining
after disregarding the highest and lowest quotations.  For this purpose, if more than one quotation has the same highest
value or lowest value, then one of such quotations shall be disregarded.  If fewer than 3 quotations are provided, it
will be deemed that the Market Quotation in respect of such Terminated
Transaction or group of Terminated Transactions cannot be determined.”


 


(iii)                              insert
the following additional definitions in Section 14 in alphabetical order:


 


“Alternative Arrangement”
means an arrangement referred to in Section 16(a)(i), (ii) or (iii).


 


“Bond Trust Deed” means the
deed so entitled dated on or about the date of this Agreement made between
Party B, the Trust Manager, Australian Mortgage Securities Ltd and Permanent
Registry Limited.


 


“Bond Trustee” means,
initially, The Bank of New York and subsequently the person who is from time to
time the trustee of the trust constituted under the Bond Trust Deed.


 


“Conditions” has the meaning
given in the Bond Trust Deed.


 


“Fund” means the Issuing Fund
constituted under the Master Trust Deed known as ARMS II Global Fund 2 .


 


“Future Obligations” means all
payment or delivery obligations (whether the underlying obligation was absolute
or contingent and assuming the satisfaction of each applicable condition
precedent) of a party under Section 2(a)(i) in respect of a Terminated
Transaction or group of Terminated Transactions, that would, but for the
occurrence of the relevant Early Termination Date, have been required after
that date.  (For this purpose, Unpaid
Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or
delivery that would, but for the relevant Early Termination Date, have been
required (assuming satisfaction of each applicable condition precedent) after
that Early Termination Date is to be included).


 


“Master Trust Deed” means the
Master Trust Deed for the ARMS II Funds dated 7 March 1995 made between Permanent
Custodians Limited and Australian Mortgage Securities Ltd, as amended and
restated by a deed dated 23 April 2003 made between Permanent Custodians
Limited, Australian Mortgage Securities Ltd and the Trust Manager and as
applicable to the Fund.


 


“Prescribed Rating” means a
short term credit rating of “A-1+” by S&P and “P-1” by Moody’s and a long
term credit rating of “A2” by Moody’s.


 


“Security Trust Deed” means
the deed so entitled dated on or about the date of this Agreement made between
Party B, Permanent Registry Limited, The Bank of New York and the Trust
Manager.


 


“Security Trustee” means,
initially, Permanent Registry Limited and subsequently the person who is from
time to time the trustee of the trust constituted under the Security Trust
Deed.


 


14

















 


(p)                                Capacity
and Liability of Trustee:  Insert a new section 15 as follows:


 


“15.                     LIABILITY OF
TRUSTEE AND LIMITED RECOURSE


 


(a)                              This Clause
to Prevail:  All provisions
of this Agreement are subject to this section 15.


 


(b)                              Definitions
for the purposes of this section: 
In this section 15:


 


“Assets” means all property
and assets (real and personal) (including choses in action and other rights),
tangible and intangible, present or future, comprised in, and held by Party B
as trustee of the Fund.


 


“Final Judgment” means a
judgment of a court of law in Australia against which there can be no appeal or
in relation to which the time to appeal has expired.


 


“Trustee’s Indemnity” means:


 


(a)                              Party
B’s right of indemnity from the Assets of the Fund in respect of liabilities
incurred by Party B acting in its capacity as trustee of the Fund; and


 


(b)                             all
equitable liens and other Security Interests which Party B has over the Assets
of the Fund.


 


(c)                                Limitation
of Liability:


 


(i)                                  Party
B enters into this Agreement, and will enter into each Transaction in its
capacity as trustee of the Fund. 
Accordingly, Party B has no personal liability in relation to any of its
obligations under or arising out of this Agreement or any Transaction.


 


(ii)                               In
relation to each such obligation, the liability of Party B is limited to and
does not extend beyond the Assets of the Fund as they stand at the time at
which the obligation is met or satisfied.


 


(iii)                            Party
B is not liable to meet or satisfy any such obligation from its own assets
(except the Trustee’s Indemnity) and each such obligation must be met or
satisfied from the Fund or the Trustee’s Indemnity.


 


(iv)                           The
preceding paragraphs apply notwithstanding the fact that the liabilities of
Party B in its capacity as the trustee of the Fund may from time to time and at
any time almost equal, equal or exceed the value of the Assets of the Fund at
the relevant time.


 


(v)                              The
previous paragraphs of this Section 15(c) do not apply to the liability of
Party B in relation to any obligation which Party B expressly assumes in its
personal capacity.


 


(vi)                           It is
acknowledged by Party B that the Assets of the Fund at any time will include
the amount of any compensation found by a Final Judgment (or admitted by Party
B) to be payable by Party B to restore the Fund because of


 


15

















 


a failure by Party B to
exercise in relation to the Fund the degree of care, diligence and prudence
required of a trustee or because of some other neglect, default or breach of
duty by Party B having regard to the powers and duties conferred on Party B by
the Master Trust Deed or this Agreement in either case occurring before the
time in question and causing loss to the Fund quantified before the time in
question.


 


(d)                              Limited
Recourse:  Subject to
paragraph (e), Party A agrees that it will not seek to enforce its rights
against Party B under or in respect of this Agreement or any Transaction by:


 


(i)                                    suing
Party B;


 


(ii)                                 obtaining
judgment against Party B;


 


(iii)                              apply
for or seeking to wind up the Fund; or


 


(iv)                             levying
execution against any Asset of the Fund.


 


(e)                               Proviso:  Nothing in paragraph (d) restricts or
prohibits Party A from taking any proceedings for specific performance or
injunctive or declaratory relief in respect of its rights or Party B’s
obligations under or in respect of this Agreement or any Transaction.”


 


(q)                                Collateralisation:  Insert a new section 16 as
follows:


 


“16.                     COLLATERALISATION
OF PARTY A’S OBLIGATIONS


 


If at any time Party A
does not have credit ratings equal to or higher than the Prescribed Rating it
must at its cost alone, within:


 


(a)                              30
days of a downgrade of Party  A’s credit
rating to not lower than “A-1” (Short term) by S&P and “A3” (long term) by
Moody’s (or such greater period as agreed with each relevant Designated Rating
Agency):


 


(i)                                  establish
collateralisation arrangements in support of its obligations under each
Transaction which each Designated Rating Agency confirms will not result in a
reduction, qualification or withdrawal of the credit ratings then assigned by
it to the Bonds;


 


(ii)                               procure
the novation of this Agreement to a replacement party so that such novation
does not result in a reduction, qualification or withdrawal of the credit
ratings then assigned by each Designated Rating Agency to the Bonds; or


 


(iii)                            enter
into some other arrangements in respect of each Transaction which each
Designated Rating Agency confirms will not result in a reduction, qualification
or withdrawal of the credit ratings then assigned by it to the Bonds; or


 


16

















 


(b)                             5
Business Days of a downgrade of Party A’s credit rating to lower than “A-1”
(short term) by S&P or “A3” (long term) by Moody’s (or such greater period
as agreed with each relevant Designated Rating Agency), establish, procure or
enter into an Alternative Arrangement.


 


(r)                                   Code of banking practice (2003): 
Insert a new section 17 as follows:


 


“17.                     CODE OF
BANKING PRACTICE (2003)


 


The parties to this Agreement agree that the Code of
Banking Practice (2003) does not apply to this Agreement or any transaction or
service under this Agreement.


 


17

















 


WITNESS
the parties have executed this document as of the date specified on the first
page of this document


 


	
  ABN
  AMRO BANK N.V.

  	
   

  	
  PERMANENT
  CUSTODIANS LIMITED

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Date: 

  	
   

  	
   

  	
   

  	
  Date: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  AUSTRALIAN
  SECURITISATION

  MANAGEMENT PTY LIMITED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  



 


18