For personal use only 20 February - ASX · 2016. 2. 18. · QBE LMI dated on or before the Issue...

APOLLO Series 2015-1 Trust General Security Agreement Dated 2015

P.T. Limited in its capacity as trustee of the Security Trust (ABN 67 004 454 666) (“Security Trustee”) SME Management Pty Limited (ABN 21 084 490 166) (“Manager”) Perpetual Trustee Company Limited in its capacity as trustee of the APOLLO Series 2015-1 Trust (ABN 42 000 001 007) (“Trustee”) King & Wood Mallesons Level 33 Waterfront Place 1 Eagle Street Brisbane Qld 4000 Australia T +61 7 3244 8000 F +61 7 3244 8999 DX 311 Brisbane www.kwm.com

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Typewritten Text

20 February

APOLLO Series 2015-1 Trust General Security Agreement Contents

King & Wood Mallesons 12172532_10

APOLLO Series 2015-1 Trust General Security Agreement

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Details 1

General terms 3

1 Definitions and interpretations 3

1.1 Definitions 3 1.2 Interpretation 4 1.3 Incorporation of definitions from Master Trust Deed, Master

Sale and Servicing Deed and Series Supplement 5 1.4 Incorporated definitions and other provisions 5 1.5 Trustee’s capacity 5 1.6 Limitation of Trustee’s liability 6 1.7 Limitation of Security Trustee’s liability 6 1.8 Benefit of Covenants under this Deed 6 1.9 Amounts Outstanding 6 1.10 Master Security Trust Deed - Clause 19.5 6 1.11 Master Security Trust Deed - Clause 7(e) 7

2 Appointment of Security Trustee 7

3 Security Interest 7

3.1 Security Interest 7 3.2 Consideration 7

4 Priority of payments to Secured Creditors 7

4.1 Priority of payments to Secured Creditors 7 4.2 Collateral 9

5 Amendments to the Master Security Trust Deed 10

6 AML/CTF Obligations 16

6.1 No breach of AML/CTF Law 16 6.2 Collection of information 16 6.3 Failure to comply with obligations 17

7 Statutory powers and notices 18

7.1 Exclusion of PPSA provisions 18 7.2 Exercise of rights by Security Trustee 18 7.3 No notice required unless mandatory 18 7.4 Appointment of nominee for registration 18 F

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8 Release of Collateral 19

9 Confidentiality 19

10 Miscellaneous 20

10.1 Counterparts 20 10.2 Governing law 20 Schedule 21

Signing page 22

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Details

Parties Security Trustee, Manager, Trustee

Security Trustee

Name P.T. Limited in its capacity as trustee of the Security Trust

ABN 67 004 454 666

Address Level 12, Angel Place 123 Pitt Street Sydney NSW 2000

Telephone +61 2 9229 9000

Email [email protected]

Attention Manager, Transaction Management, Capital Markets Fiduciary Services

Manager Name SME Management Pty Limited

ABN 21 084 490 166

Address Level 28 Brisbane Square 266 George Street Brisbane QLD 4000

Telephone +61 7 3362 4037

Fax +61 7 3031 2163


Attention Client Service Manager, Securitisation

Trustee Name Perpetual Trustee Company Limited in its capacity as trustee of the APOLLO Series 2015-1 Trust

ABN 42 000 001 007

Address Level 12, Angel Place 123 Pitt Street Sydney NSW 2000

Telephone +61 2 9229 9000


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Attention Manager, Transaction Management, Capital Markets Fiduciary Services

Recitals A The parties to this General Security Agreement are parties to the Master Security Trust Deed.

B The Master Security Trust Deed provides that the Manager may, if it proposes that a Series Trust (as defined in the Master Trust Deed) be a Secured Series Trust (as defined in the Master Security Trust Deed), provide to the Security Trustee and the Trustee a General Security Agreement and upon due execution and delivery of that General Security Agreement by the parties thereto, that Series Trust will become a Secured Series Trust for the purposes of the Master Security Trust Deed.

C The Manager proposes that the Secured Series Trust be a Secured Series Trust for the purposes of the Master Security Trust Deed.

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General terms

1 Definitions and interpretations

1.1 Definitions In this Deed, unless the context indicates a contrary intention:

AML/CTF Law means any law relating to anti-money laundering or counter-terrorism financing or economic and trade sanctions made by a State, Territory, Commonwealth or foreign parliament or other legislative body (including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), the Charter of the United Nations Act 1945 (Cth) and Autonomous Sanctions Act 2011 (Cth)) and rules, regulations and other instruments for the purposes of those laws (including, without limitation those made by a government agency or regulator).

Charge means:

(a) each security interest (as defined in the PPSA); and

(b) any other charge,

granted under clause 3.1 (“Security Interest”).

Collateral means, in relation to the Secured Series Trust, the property set out in Item 1 of the Schedule.

Dealer Agreement means the Dealer Agreement dated on or about the date of this Deed between the Trustee, Suncorp-Metway, the Manager, Macquarie Bank Limited ABN 46 008 583 542, Australia and New Zealand Banking Group Limited ABN 11 005 357 522, Westpac Banking Corporation (ABN 33 007 457 141) and Deutsche Bank AG, Sydney Branch (ABN 13 064 165 162).

Event of Default has the meaning given to that term in the Master Security Trust Deed.

Interest Rate Swap Agreement means the ISDA Master Agreement and Schedule and Credit Support Annex dated on or about the date of this Deed between the Trustee, the Manager and the Seller, amongst others, and any replacement thereof from time to time and any additional agreement entered into and agreed between the Trustee (on instruction from the Manager) and the Manager to be an Interest Rate Swap Agreement for the purposes of this Deed.

Liquidity Facility Agreement means the Liquidity Facility Agreement dated on or about the date of this Deed between the Trustee, the Manager and the Seller and includes any other agreement entered into in substitution of the foregoing.

Master Sale and Servicing Deed means the Master Sale and Servicing Deed dated 8 February 2005 between Perpetual Trustee Company Limited ABN 42 000 001 007, the Manager and the Seller (as amended by the Series Supplement).

Master Security Trust Deed means the Master Security Trust Deed dated 8 February 2005 between Perpetual Trustee Company Limited ABN 42 000 001

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007 (as Trustee), P.T. Limited ABN 67 004 454 666 (as Security Trustee) and the Manager, as amended by this Deed.

Master Trust Deed means the Master Trust Deed dated 28 January 1999 between Perpetual Trustee Company Limited ABN 42 000 001 007 (as Trustee) and the Manager, as amended from time to time.

Obligations means the totality of all the obligations and liabilities of the Trustee:

(a) to the Secured Creditors under or arising from or in connection with at any time and for any reason or circumstance whatsoever, the Transaction Documents in relation to the Secured Series Trust to which a Secured Creditor is a party; and

(b) to the Security Trustee arising under or in connection with the Master Security Trust Deed or this Deed,

whether such obligations and liabilities are liquidated or not, are contingent or presently accrued due or relate to the payment of money or the performance or omission of any act or thing, and includes all rights sounding in damages only.

Personal Property Securities Register means the register of security interests maintained in accordance with the PPSA.

Pool Master Policy means the Lenders Mortgage Insurance Provisions dated on or about the date of this agreement (as amended or updated from time to time) and granted by QBE LMI in favour of Perpetual Trustee Company Limited and Suncorp-Metway in respect of the Mortgage Loans as supplemented by letters addressed to Perpetual Trustee Company Limited and Suncorp-Metway from QBE LMI dated on or before the Issue Date.

PPSA means the Personal Property Securities Act 2009 (Cwlth).

Prior Interest has the same meaning as in the Master Security Trust Deed.

Receiver has the same meaning as in the Master Security Trust Deed.

Redraw Facility Agreement means the Redraw Facility Agreement dated on or about the date of this Deed between the Trustee, the Manager and the Seller and includes any other agreement entered into in substitution of the foregoing.

Secured Creditors means, in relation to the Secured Series Trust, the persons set out in Item 2 of the Schedule.

Secured Moneys means, in relation to the Secured Series Trust, the moneys set out in Item 3 of the Schedule.

Secured Series Trust means the trust known as APOLLO Series 2015-1 Trust established pursuant to the Master Trust Deed and the Series Supplement.

Seller means Suncorp-Metway Limited ABN 66 010 831 722.

Series Supplement means the Series Supplement dated on or about the date of this Deed between the Trustee, the Manager, the Seller and the Security Trustee.

1.2 Interpretation (a) (Interpretation): Clause 1.3 (“Interpretation”) of the Master Security

Trust Deed is taken to be incorporated in this Deed as if set out in full in it.

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(b) (Secured Moneys): The Trustee acknowledges that the Transaction Documents may be varied or replaced from time to time. The Trustee confirms that the Secured Money includes any amount payable under any Transaction Document as varied or replaced. The Trustee confirms that this applies regardless of:

(i) how the Transaction Document is varied or replaced; and

(ii) the reasons for the variation or replacement; and

(iii) whether the Secured Money decreases or increases or the Transaction Document is otherwise more onerous as a result of the variation or replacement.

The Manager undertakes for the benefit of the Trustee and the Security Trustee that it will take all action which may be reasonably taken, if the Secured Money is so increased, to make all filings required to ensure the efficacy of the Charge as security for those Secured Moneys is maintained (and the Trustee and the Security Trustee undertake to provide all assistance reasonably required by the Manager to ensure the Manager can comply with the foregoing undertaking).

(c) (Amendment to Transaction Documents): A reference to a document (including any Transaction Document) is a reference to that document as varied, novated, ratified, replaced or restated from time to time, including for the avoidance of doubt any such variation, novation, ratification, replacement or restatement which has the effect directly or indirectly of increasing in any way the Secured Moneys.

1.3 Incorporation of definitions from Master Trust Deed, Master Sale and Servicing Deed and Series Supplement Subject to clause 1.4 (“Incorporated definitions and other provisions”), unless defined in this Deed, words and expressions defined in the Master Trust Deed, the Master Sale and Servicing Deed or the Series Supplement, have the same meanings in this Deed. Subject to clause 1.4 (“Incorporated definitions and other provisions”), where there is any inconsistency in a definition between this Deed (on the one hand) and the Master Trust Deed, the Master Sale and Servicing Deed or the Series Supplement (on the other hand), this Deed prevails. Where there is any inconsistency in a definition between the Series Supplement (on the one hand), and the Master Sale and Servicing Deed or the Master Trust Deed (on the other hand), the Series Supplement prevails.

1.4 Incorporated definitions and other provisions Where in this Deed a word or expression is defined by reference to its meaning in another Transaction Document or there is a reference to another Transaction Document or to a provision of another Transaction Document, any amendment to the meaning of that word or expression, to that Transaction Document or to that provision (as the case may be) will be of no effect for the purposes of this Deed unless and until the amendment is consented to by all parties to this Deed.

1.5 Trustee’s capacity The Trustee enters into this Deed only in its capacity as trustee of the Secured Series Trust, and in no other capacity and a reference to the undertaking, assets, business or moneys of the Trustee is a reference to the undertaking, assets, business or moneys of the Trustee in this capacity only.

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1.6 Limitation of Trustee’s liability Clause 26 (“Trustee’s limitation of liability”) of the Master Security Trust Deed is taken to be incorporated in this Deed as if set out in full in it except that any reference to “a Secured Series Trust” or “that Secured Series Trust” is taken to be a reference to the Secured Series Trust.

1.7 Limitation of Security Trustee’s liability Clause 14.4 (“Limitation of liability”) of the Master Security Trust Deed is taken to be incorporated in this Deed as if set out in full in it except that any reference to a “Secured Series Trust” is taken to be a reference to the Secured Series Trust and any reference to a “General Security Agreement” is taken to be a reference to this Deed and any reference to a “Security Trust” is taken to be a reference to the Security Trust established by this Deed in accordance with clause 2.2 (“Execution of General Security Agreement”) of the Master Security Trust Deed in relation to the Secured Series Trust.

1.8 Benefit of Covenants under this Deed Unless the context indicates a contrary intention, the Security Trustee holds the covenants, undertaking and other obligations and liabilities of the Trustee and the Manager under this Deed on trust for the benefit of the Secured Creditors on the terms and conditions of this Deed.

1.9 Amounts Outstanding For the purposes of determining whether any amount constitutes Secured Moneys, for the purposes of clause 7(g) (“Failure to pay Secured Moneys”) of the Master Security Trust Deed (as amended by clause 5(b) (“Event of Default”) of this Deed) and for the purposes of clause 13.1 (“Priority of payments”) of the Master Security Trust Deed (and for these purposes only) the calculation of any amounts owing or due by the Trustee will be made without regard to:

(a) (Limitation of liability): any limitation on the Trustee’s liability that may be construed as meaning that such amounts are not owing or are not due and payable (and will be considered payable on a day fixed for their payment if this is subject to the Trustee having sufficient funds whether or not the Trustee has sufficient funds on that day); and

(b) (Anti-money laundering): the operation of clause 6 (“AML/CTF Obligations”) of this Deed (or the equivalent in any other Transaction Document).

1.10 Master Security Trust Deed - Clause 19.5 Clause 19.5 (“Retirement of Trustee under Master Trust Deed”) of the Master Security Trust Deed for the purposes of the Security Trust is replaced with the following:

“The retiring Security Trustee must use its best endeavours to appoint in writing some other Authorised Trustee Corporation as Security Trustee in its place who is approved by the Manager and in respect of which the Manager has notified each Rating Agency. If the retiring Security Trustee does not appoint a new Security Trustee by the date which is 1 month prior to the date of its proposed retirement, the Manager may appoint a Substitute Security Trustee. The retirement of the retiring Security Trustee will take effect upon the earlier to occur of:

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(a) (Expiry of 3 month period): the expiry of a 3 month period commencing on the retirement or removal of the trustee of the Series Trust under the Master Trust Deed; and

(b) (Appointment of a Substitute Security Trustee): the appointment of a new Security Trustee.”

1.11 Master Security Trust Deed - Clause 7(e) Clause 7(e) (“Creates Security Interest”) of the Master Security Trust Deed for the purposes of the Security Trust is amended by deleting the words, “or attempts to create”.

2 Appointment of Security Trustee The Security Trustee is hereby appointed and agrees to act as trustee of the Security Trust constituted by this Deed on the terms and conditions in the Master Security Trust Deed and this Deed.

3 Security Interest 3.1 Security Interest

The Trustee in its capacity as trustee of the Secured Series Trust, grants a security interest in the Collateral, subject only to the Prior Interest relating to the Secured Series Trust, to the Security Trustee for the due and punctual performance observance and fulfilment of the Obligations and the payment in full of all the Secured Moneys in relation to the Secured Series Trust on the terms and conditions contained in the Master Security Trust Deed, as may be amended, deleted or supplemented by this Deed. The security interest is a charge.

The Trustee does this as trustee of the Trust.

3.2 Consideration

The Trustee in its capacity as trustee of the Secured Series Trust acknowledges granting this security interest and incurring obligations and giving rights under this Deed for valuable consideration.

4 Priority of payments to Secured Creditors

4.1 Priority of payments to Secured Creditors For the purposes of clause 13.1(e) (“General Security Agreement”) of the Master Security Trust Deed (as amended by this Deed), the order of payment of the Secured Moneys in relation to the Secured Series Trust is as follows:

(a) (Payment of Accrued Interest Adjustment): first, in payment to the Seller of so much of the Accrued Interest Adjustment that has not then been paid to the Seller;

(b) (Payment of Secured Moneys to the Liquidity Facility Provider, the Redraw Facility Provider, the Hedge Provider, the Seller, the Manager and the Servicer): second, in payment pari passu and rateably:

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(i) to the Liquidity Facility Provider of any Liquidity Facility Principal and Liquidity Facility Interest owing to the Liquidity Facility Provider under the Liquidity Facility Agreement;

(ii) to the Redraw Facility Provider of any Redraw Facility Interest owing to the Redraw Facility Provider under the Redraw Facility Agreement;

(iii) to each Hedge Provider of any Secured Moneys owing to that Hedge Provider under the relevant Hedge Agreement other than any Subordinated Termination Payments;

(iv) to the Seller of the amount of all outstanding Redraws and any other Secured Moneys owing to the Seller;

(v) to the Manager of any Secured Moneys payable to the Manager; and

(vi) to the Servicer of any Secured Moneys payable to the Servicer (other than any prepayment amount referred to in clause 4.2(d));

(c) (Payment of Class A Noteholders): third, to the Class A Noteholders of all Secured Moneys in relation to the Class A Notes, to be applied amongst them:

(i) first, towards all interest accrued but unpaid on the Class A Notes (to be distributed pari passu and rateably amongst such Class A Notes); and

(ii) second, in reduction of the Invested Amount in respect of the Class A Notes at that time (to be distributed pari passu and rateably amongst the Class A Notes);

(d) (Payment of Class AB Noteholders): fourth, to the Class AB Noteholders of all Secured Moneys in relation to the Class AB Notes, to be applied amongst them:

(i) first, towards all interest accrued but unpaid on the Class AB Notes (to be distributed pari passu and rateably amongst such Class AB Notes); and

(ii) second, in reduction of the Invested Amount in respect of the Class AB Notes at that time (to be distributed pari passu and rateably amongst the Class AB Notes);

(e) (Payment of Class B1 Noteholders): fifth, to the Class B1 Noteholders of all Secured Moneys in relation to the Class B1 Notes, to be applied amongst them:

(i) first, towards all interest accrued but unpaid on the Class B1 Notes (to be distributed pari passu and rateably amongst such Class B1 Notes); and

(ii) second, in reduction of the Invested Amount in respect of the Class B1 Notes at that time (to be distributed pari passu and rateably amongst the Class B1 Notes);

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(f) (Payment of Class B2 Noteholders): sixth, to the Class B2 Noteholders of all Secured Moneys in relation to the Class B2 Notes, to be applied amongst them:



(g) (Payment of Class B3 Noteholders): seventh, to the Class B3 Noteholders of all Secured Moneys in relation to the Class B3 Notes, to be applied amongst them:



(h) (increased costs): eighth, pari passu and rateably:

(i) any remaining Secured Moneys (to the extent not satisfied under paragraph (b)(i) above) owing to the Liquidity Facility Provider under the Liquidity Facility Agreement; and

(ii) any remaining Secured Moneys (to the extent not satisfied under paragraph (b)(ii) above) owing to the Redraw Facility Provider under the Redraw Facility Agreement;

(i) (Subordinated Termination Payments): ninth, in or towards payment pari passu and rateably of any Subordinated Termination Payments payable by the Trustee to a Hedge Provider in accordance with the relevant Hedge Agreement;

(j) (Liquidity Reserve Loan Provider): tenth, to the Liquidity Reserve Loan Provider in repayment of all amounts outstanding under the Liquidity Reserve Loan Agreement; and

(k) (Other Secured Moneys): finally, to pay (pari passu and rateably) to each Secured Creditor any remaining amounts forming part of the Secured Moneys and owing to that Secured Creditor.

4.2 Collateral Any Collateral provided to the Trustee:

(a) (Liquidity Provider Cash Deposit): as collateral by a Liquidity Facility Provider and any amount standing to the credit of the Cash Deposit Account (as defined in the Liquidity Facility Agreement) will not be available for distribution in accordance with clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed. Any such collateral or amount (as the case may be) shall be returned to the Liquidity Facility Provider except to the extent that the relevant Liquidity Facility Agreement requires it to be applied to satisfy any obligation owed to the Trustee by the Liquidity Facility Provider;

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(b) (Basis Swap Provider collateral): as collateral by a Basis Swap Provider, any Net Prepayment Amount and any amount standing to the credit of the NPA Account (as defined in the Hedge Agreement) will not be available for distribution in accordance with clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed. Any such collateral or amount (as the case may be) shall (subject to the operation of any netting provisions in the relevant Hedge Agreement) be returned to the Basis Swap Provider except to the extent that the relevant Hedge Agreement requires it to be applied to satisfy any obligation owed to the Trustee by the Basis Swap Provider;

(c) (Fixed Rate Swap Provider collateral): as collateral by a Fixed Rate Swap Provider and any amount standing to the credit of the Swap Collateral Account (as defined in the Hedge Agreement) will not be available for distribution in accordance with clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed. Any such collateral or amount (as the case may be) shall (subject to the operation of any netting provisions in the relevant Hedge Agreement) be returned to the relevant Fixed Rate Swap Provider except to the extent that the relevant Hedge Agreement requires it to be applied to satisfy any obligation owed to the Trustee by that Fixed Rate Swap Provider; and

(d) (Servicer Prepayments): as a prepayment by the Servicer of Collections under clause 15.8 (“Prepayment of Collections”) of the Series Supplement will not be available for distribution in accordance with clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed. Any such prepayment shall be returned to the Servicer except to the extent necessary to satisfy the Servicer’s obligations to remit Collections to the Trustee in accordance with the Series Supplement.

For the purposes of clauses 13.1 (“Priority of payments”) of the Master Security Trust Deed and 4.1 (“Priority of payments to Secured Creditors”) of this Deed the Secured Moneys will be calculated after any distribution or return of Collateral under this clause 4.2.

5 Amendments to the Master Security Trust Deed (a) (Amendments): Notwithstanding clauses 23.2 (“Consent Required”),

23.3 (“Amendments Prejudicial to Noteholders of a Class”) and 23.4 (“Amendments Prejudicial to all Noteholders”) of the Master Security Trust Deed, if any alteration, addition or revocation referred to in clause 23.1(e) or (f) of the Master Security Trust Deed would, if it were an Extraordinary Resolution of the Secured Creditors under paragraph (c)(i) of the definition of “Extraordinary Resolution” in clause 1.1 (“Definitions”) of the Master Security Trust Deed, require any consent in order to be effective under clause 14 (“Extraordinary Resolution binding on Secured Creditors”) of Schedule 2 to the Master Security Trust Deed, then the alteration, addition or revocation may be effected if, and only if, such consent is obtained. Without limiting the foregoing, if the consent of the Secured Creditors is obtained in accordance with the preceding sentence the alteration, addition or revocation referred to in clause 23.1(e) or (f) of the Master Security Trust Deed may be made notwithstanding that the amendment, addition or revocation will be or is likely to become materially prejudicial to the rights of the Noteholders, a particular Class of Noteholders or any other Secured Creditor.

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(b) (Event of Default): Notwithstanding clause 7(g) (“Failure to pay Secured Moneys”) of the Master Security Trust Deed:

(i) a failure to pay any Secured Moneys payable subordinate to the Class A Notes while the aggregate Stated Amount of the Class A Notes is greater than zero will not be an Event of Default in relation to the Secured Series Trust;

(ii) a failure to pay any Secured Moneys payable subordinate to the Class AB Notes while the aggregate Stated Amount of the Class AB Notes is greater than zero will not be an Event of Default in relation to the Secured Series Trust;

(iii) a failure to pay any Secured Moneys payable subordinate to the Class B1 Notes while the aggregate Stated Amount of the Class B1 Notes is greater than zero will not be an Event of Default in relation to the Secured Series Trust;

(iv) a failure to pay any Secured Moneys payable subordinate to the Class B2 Notes while the aggregate Stated Amount of the Class B2 Notes is greater than zero will not be an Event of Default in relation to the Secured Series Trust; and

(v) a failure to pay any Secured Moneys payable subordinate to the Class B3 Notes while the aggregate Stated Amount of the Class B3 Notes is greater than zero will not be an Event of Default in relation to the Secured Series Trust.

For the purposes of the Security Trust, the reference in clause 7(g) (“Failure to pay Secured Moneys”) of the Master Security Trust Deed to “10 days” is replaced with “10 Business Days”.

(c) (Trustee Retirement or Removal): For the purposes of the Security Trust, the reference in clause 7(a)(i) of the Master Security Trust Deed to “30 days” is replaced with “60 days”.

(d) (Other amendments): For the purposes of the Series Trust, the Master Security Trust Deed is amended as follows:

(i) clause 1.1 (“Definitions”) of the Master Security Trust Deed is amended by:

(A) deleting the definition of “Charged Property” and replacing it with:

““Collateral” means in relation to a Secured Series Trust, the property specified as such in the General Security Agreement relating to that Secured Series Trust.”;

(B) inserting a new definition of “Class AB Basic Term Modification” on the same terms as the definition of “Class B Term Modification” except that each reference to “Class B” in that definition is deemed to be a reference to ”Class AB”;

(C) amending the definition of “Class B Basic Term Modification” by deleting the words “the Class B Notes” in each place they appear and replacing them with the words “the Class B1 Notes, Class B2 Notes or Class B3 Notes (or all of them)”;

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(D) deleting the definition of “Deed of Charge”;

(E) deleting the definition of “Voting Secured Creditor” and

(F) inserting the following definitions:

““General Security Agreement” means a General Security Agreement executed or proposed to be executed (as the case may be) by the Trustee in its capacity as trustee of Series Trust, the Manager, the Security Trustee in its capacity as trustee of the Security Trust any other party thereto in the form set out in Schedule 1 (or in such other form as may be agreed between the Trustee, the Manager and the Security Trustee from time to time).”;

“Permitted Interest means, in relation to a Secured Series Trust:

(a) a Prior Interest; or

(b) a Security Interest provided for by the transfer of an account or chattel paper in accordance with the Transaction Documents if the transaction does not, in substance, secure payment or performance of an obligation.”;

““PPSA” means the Personal Property Securities Act 2009 (Cwlth).”;

(ii) replacing all other references to “Charged Property” with “Collateral”;

(iii) replacing all other references to “Deed of Charge” with “General Security Agreement”;

(iv) replacing all other references to “Voting Secured Creditor” and “Voting Secured Creditors” with “Secured Creditor” or “Secured Creditors” (as the context requires);

(v) clause 4 (“Payment of Secured Moneys and Charge”) is amended by:

(A) replacing clause 4.4 with “Intentionally Deleted”;

(B) deleting clause 4.10(b) (“Fixed Priorities”); and

(C) deleting clause 4.10(c) (“No Obligation”);

(vi) clause 5.1(h) (“Good Title”) is deleted and replaced with the following:

“(Good Title) Subject to the Permitted Interests relating to the Secured Series Trust, the Trustee has not created any Security Interest over the Collateral other than under the Transaction Documents.”

(vii) clause 6.1 (“Covenants in respect of Collateral”) is deleted and replaced with:

“6.1 Covenants in respect of Collateral

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Unless the terms of a Transaction Document have such an effect or unless otherwise permitted by this Deed, the General Security Agreement, the Master Trust Deed or other Transaction Documents relating to the Secured Series Trust, the Trustee undertakes that it will not (and the Manager undertakes not to direct the Trustee to), in relation to a Secured Series Trust, without the prior written consent of the Security Trustee:

(a) (No Security Interests) subject only to the Permitted Interests in relation to the Secured Series Trust, attempt to create or permit to exist any Security Interest howsoever ranking over any part of the Collateral relating to the Secured Series Trust; and

(b) (No sale, lease etc.): subject to clause 6.3, convey, assign, transfer, lease or otherwise dispose or part with possession of, make any bailment over, or create or permit to exist any other interest in any part of the Collateral relating to the Secured Series Trust at any time that such part of the Collateral is subject to the Charge relating to the Secured Series Trust.

Notwithstanding clause 6.1(a) (“No Security Interests”), the Trustee will not be taken to be negligent or in wilful default to the extent that a Security Interest arises in relation to the Secured Series Trust by operation of law.”;

(viii) after clause 6.2(g) (“Not release obligations), inserting the following as clause 6.2A:

“6.2A Trustee’s undertakings

The Trustee undertakes to notify the Security Trustee and the Manager:

(a) at least 14 days before the Trustee changes its corporate name;

(b) at least 14 days before the Trustee changes or cancels the ABN allocated to it or the Series Trust; and

(c) within 2 Business Days of receipt from the Australian Taxation Office of notice that any ABN allocated to the Trustee or the Series Trust has changed, was cancelled or otherwise ceases to apply to it.”;

(ix) clause 6.4 (“Manager’s undertaking”) is deleted and replaced with the following:

“6.4 Manager’s undertaking

The Manager undertakes that:

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(a) it will not give any direction to the Trustee which would, if complied with, result in the Trustee breaching the terms of this clause 6;

(b) it will notify the Security Trustee and the Trustee:

(i) at least 14 days before it changes or cancels the ABN allocated to the Series Trust; and

(ii) within 2 Business Days of receipt from the Australian Taxation Office of notice that any ABN allocated to the Series Trust has changed, was cancelled or otherwise ceased to apply it.”;

(x) clause 7(c) (“Events of Default”) of the Master Security Trust Deed is deleted and replaced with:

“(c) (Enforcement of Security Interests etc): distress or execution is levied or a judgment, order or a Security Interest is enforced, or becomes enforceable against any of the Charged Property relating to the Secured Series Trust for an amount exceeding A$1,000,000 which, in each case adversely affects any payments to be made on the Notes (other than any Notes which are not rated);”

(xi) clause 7(d) (“Events of Default”) of the Master Security Trust deed is deleted and replaced with:

“(d) (Void or loss of priority): the Charge in relation to the Secured Series Trust is or becomes wholly or partly void, voidable or unenforceable;”

(xii) clause 7(f) is deleted in full and replaced with:

“(f) (Not used);”;

(xiii) clause 19 (“Appointment, remuneration and retirement of Security Trustee”) of the Master Security Trust Deed is amended by:

(A) deleting clause 19.6 (“Appointment of new Security Trustee by Secured Creditors”) and replacing it with:

“19.6 Appointment of new Security Trustee by Secured Creditors

If a new Security Trustee has not been appointed under clause 19.3, 19.4 or 19.5 at the time when the position of Security Trustee becomes vacant in accordance with those clauses, the Manager must promptly convene a meeting of Secured Creditors of all relevant Secured Series Trusts at which Secured Creditors, holding or representing between them Voting Entitlements comprising in aggregate a number of votes which is not less than 75% of the aggregate number of votes

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comprised in the total Voting Entitlement at the time, appoint any person nominated by any of them to act as the new Security Trustee.”;

(B) inserting the following paragraphs at the end of clause 19.4 (“Security Trustee may retire”):

“The parties agree that the Manager may request that the Supreme Court of New South Wales (or any other court having the necessary jurisdiction) grant orders:

• substituting for the Security Trustee an entity which meets the criteria set out in this clause 19.4 as trustee of the Security Trust; and

• vesting the assets of the Security Trust in a Substitute Security Trustee.

For the purpose of making an application for such orders, the parties also agree that:

• it is expedient to substitute for the Security Trustee a Substitute Security Trustee as trustee of the Security Trust; and

• without the assistance of the relevant court it is inexpedient, difficult or impracticable to substitute for the Security Trustee a Substitute Security Trustee.”;

(C) inserting the following paragraphs at the end of subclause 19.3(b) (“Appoint new Security Trustee”):

“The parties agree that the Manager may request that the Supreme Court of New South Wales (or any other court having the necessary jurisdiction) grant orders:

• substituting for the Security Trustee an entity which meets the criteria set out in this subclause 19.3(b) as trustee of the Security Trust; and

• vesting the assets of the Security Trust in a Substitute Security Trustee.

For the purpose of making an application for such orders, the parties also agree that:

• it is expedient to substitute for the Security Trustee a Substitute Security Trustee as trustee of the Security Trust; and

• without the assistance of the relevant court it is inexpedient, difficult or impracticable to substitute for the Security Trustee a Substitute Security Trustee.”;

(xiv) clause 20.3 (“Registration of charge”) is deleted and replaced with the words “Deliberately omitted”; and

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(xv) clause 21.2 (“No set-off or deduction”) is deleted and replaced with the following:

“21.2 No set-off or deduction

Unless expressly provided otherwise under the terms on which any Secured Moneys are owing, all payments by the Trustee in respect of a Secured Series Trust of any moneys forming part of the Secured Moneys in relation to that Secured Series Trust are to be free of any set-off or counterclaim and without deduction or withholding for any present or future Taxes unless the Trustee is compelled by law to deduct or withhold the same, in which event the Trustee will, subject to the Transaction Documents in relation to the Secured Series Trust, pay to the Security Trustee such additional amounts necessary to enable the Security Trustee to receive after all deductions and withholdings for such Taxes a net amount equal to the full amount which would otherwise have been payable under this Deed and any General Security Agreement had no such deduction or withholding been required to be made.”

(xvi) clause 23.5 (“No Rating Agency downgrade”) is deleted and replaced with:

“23.5 No Rating Agency downgrade

If the Manager has confirmed in writing, after consultation with each of the Rating Agencies, that the Manager is satisfied on a reasonable basis that any proposed alteration, addition or revocation will not be and is not likely to become materially prejudicial to the rights of a Class of Noteholders or all Noteholders in relation to a Secured Series Trust, the Security Trustee will be entitled to take into account such confirmation.”.

(xvii) clause 14 of Schedule 2 (“Extraordinary Resolution binding on Secured Creditors”) is amended by including new paragraph (d) on the same terms as paragraph (a) of clause 14 of Schedule 2 except that each reference to “Class B” in that paragraph is deemed to be a reference to “Class AB”.

6 AML/CTF Obligations

6.1 No breach of AML/CTF Law (a) Each party must ensure that it does not and does not knowingly cause

another party to breach any AML/CTF Law affecting it or any other party.

(b) If a party becomes aware that it has not complied with sub clause 6.1(a), the party must, to the extent permitted by law, immediately notify each other party of the breach.

6.2 Collection of information (a) Each party (“Disclosing Party”) must give any other party (“Receiving

Party”) and any agent or other service provider of the Receiving Party (each an “agent” in sub clauses 6.2(a) and (c)), on request, any document or other information the Disclosing Party has which is

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requested for the purposes of compliance with any AML/CTF Law including any identification or verification or transaction monitoring check or procedure under any AML/CTF Law affecting the Receiving Party or a related body corporate of the Receiving Party or any of its assets.

(b) A party does not breach this agreement where it fails to provide any document or information under this clause because it is prevented by a legal obligation (including confidentiality restrictions) from disclosing the document or information. However, clause 6.3(a)(i) will apply.

(c) Each Disclosing Party acknowledges that:

(i) if information or documents are collected by the Receiving Party’s agent, the agent may give the information or documents to the Receiving Party;

(ii) the Receiving Party may in its absolute discretion use information or documents provided by the Disclosing Party for the purposes of clause 6.2(c)(ii) in any way the Receiving Party thinks necessary for the purposes of any AML/CTF Law; and

(iii) the Receiving Party may in its absolute discretion disclose any information or document provided by the Disclosing Party for the purposes of clause 6.2(a) and (b) to any person the Receiving Party thinks necessary for the purposes of any AML/CTF Law including a disclosure to any person authorised under any AML/CTF Law to receive that information and any agent or related body corporate of the Receiving Party.

6.3 Failure to comply with obligations (a) This clause 6.3, applies if:

(i) a party (“Suspected Party”) does not meet a request, or otherwise comply with its obligations, under clause 6 (“AML/CTF Obligations”); or

(ii) a party reasonably suspects that another party (“Suspected Party”) is in breach of any AML/CTF Law affecting the Suspected Party or any of its assets.

(b) If this clause 6.3 applies, each party may, without limitation to clause 6 (“AML/CTF Obligations”), do any one or more of these things:

(i) take any action necessary to enable it to comply with any AML/CTF Law; and/or

(ii) give any information about any transaction or activity involving the Suspected Party, its directors, employees or agents to any person authorised under the relevant AML/CTF Law to receive that information.

(c) To the maximum extent permitted by law, each party releases each other party from any confidentiality, privacy or general trust law obligations that they may otherwise owe to one another to the extent that the existence of these obligations would otherwise prevent them from providing any information or documents requested in accordance with this clause.

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7 Statutory powers and notices

7.1 Exclusion of PPSA provisions To the extent the law permits:

(a) for the purposes of sections 115(1) and 115(7) of the PPSA:

(i) the Security Trustee need not comply with sections 95, 118, 121(4), 125, 130, 132(3) or 132(4) of the PPSA; and

(ii) sections 142 and 143 of the PPSA are excluded;

(b) for the purposes of section 115(7) of the PPSA, the Security Trustee need not comply with sections 132 and 137(3) of the PPSA;

(c) if the PPSA is amended after the date of this Deed to permit the Trustee and the Security Trustee to agree to exclude other provisions of the PPSA, the Security Trustee may notify the Trustee that the Security Trustee need not comply with any of those provisions as notified to the Trustee by the Security Trustee; and

(d) the Trustee agrees not to exercise its rights under section 275 of the PPSA, or to authorise the disclosure of any information under that section.

7.2 Exercise of rights by Security Trustee If the Security Trustee exercises a right, power or remedy in connection with this Deed, that exercise is taken not to be an exercise of a right, power or remedy under the PPSA unless the Security Trustee states otherwise at the time of exercise.

7.3 No notice required unless mandatory To the extent the law permits, the Trustee waives its rights to receive:

(a) any notice required under any provision of the PPSA (including a notice of a verification statement); and

(b) any notice, or lapse of time, that is required by any other law before a Security Trustee or Receiver exercises a right, power or remedy under this Deed.

If the law which requires a period of notice or a lapse of time to be given cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).

However, nothing in this clause prohibits the Security Trustee or any Receiver from giving a notice under the PPSA or any other law.

7.4 Appointment of nominee for registration For the purposes of section 153 of the PPSA, the Security Trustee appoints the Trustee as its nominee, and authorises the Trustee to act on its behalf, in connection with a registration under the PPSA of any security interest in favour of the Trustee which is:

(a) evidenced or created by chattel paper; and

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(b) perfected by registration under the PPSA; and

(c) transferred to the Security Trustee under this document.

This authority ceases when the registration is transferred to the Security Trustee.

8 Release of Collateral In the event of any sale of Mortgage Loans and their Collateral Security (and any other related rights in connection with such Mortgage Loans and Collateral Security) that is subject to the Charge occurs pursuant to and in accordance with the Transaction Documents, the Security Trustee will, at the request of the Trustee (acting on the directions of the Manager) and at the sole cost and expense of the Trustee (payable as a Series Trust Expense):

(a) provide an executed release in respect of the relevant assets to be sold, transferred or otherwise disposed of on the date of such sale, transfer or disposal; and/or

(b) if directed by the Manager in accordance with clause 23 (“Personal Property Securities Act”) of the Series Supplement, register on the Personal Property Securities Register a financing change statement in respect of those assets.

Upon the earlier to occur of the full and final repayment of all Secured Money and the termination of the Secured Series Trust in accordance with the Master Security Trust Deed, the Security Trustee will, at the request of the Trustee (acting on the directions of the Manager) and at the sole cost and expense of the Trustee (payable as a Series Trust Expense):

(a) provide an executed release in respect of all of the Collateral; and/or

(b) if directed by the Manager in accordance with clause 23 (“Personal Property Securities Act”) of the Series Supplement, register on the Personal Property Securities Register a financing change statement appropriate to record that release.

9 Confidentiality Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence or contents of any Transaction Document) except: (a) to any person in connection with an exercise of rights or a dealing with

rights or obligations under this Deed (including in connection with preparatory steps such as negotiating with any potential transferee of the Trustee’s or Security Trustee’s rights or any other person who is considering contracting with the Trustee, Security Trustee or a Receiver in connection with this Deed; or

(b) to officers, employees, agents, contractors, legal, delegates and other advisers and auditors of the Trustee, the Security Trustee or a Receiver; or

(c) to any party to this Deed or any Related Body Corporate of any of them, provided the recipient agrees to act consistently with this clause 9; or

(d) with the consent of the party who provided the information (such consent not to be unreasonably withheld); or

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(e) any disclosure the disclosing party reasonably believes is required by any law, stock exchange or rating agency (except this paragraph does not permit the Security Trustee to disclose any information under section 275(4) of the PPSA unless section 275(7) of the PPSA applies).

Each party consents to disclosures made in accordance with this clause 9.

10 Miscellaneous

10.1 Counterparts This Deed may be executed in a number of counterparts and all such counterparts taken together is deemed to constitute one and the same instrument.

10.2 Governing law This Deed is governed by the laws applying in the State of New South Wales.

EXECUTED as a deed

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Schedule

Item 1 Collateral

The Assets of the Secured Series Trust held by the Trustee from time to time and the benefit of all covenants, agreements, undertakings, representations, warranties and other choses in action in favour of the Trustee under the Transaction Documents.

Item 2 Secured Creditors

Each Noteholder, each Hedge Provider, the Liquidity Facility Provider, the Liquidity Reserve Loan Provider, the Redraw Facility Provider, the Servicer, the Manager and the Seller.

Item 3 Secured Moneys

All moneys the payment or repayment of which from time to time form part of the Obligations.

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ljryan

Typewritten Text

20 February 2015

APOLLO Series 2015-1 Trust General SecurityAgreementSigning page

DATED:

SIGNED, SEALED AND DELIVEREDby

AND

as attorneys for PERPETUALTRUSTEE COMPANY LIMITEDABN 42 000 001 007 (in its capacity astrustee of the APOLLO Series 2015-1Trust under power of attorney dated

Attorney 1

in the presence of

Attorney 2

Signature of witness By executing this deed each attorneystates that the attorney has received nonotice of revocation of the power ofattorneyName of witness (block letters)

S¡GNED, SEALED AND DEL¡VEREDbY ßeskeley Cpras attorney for SME MANAGEMENTPTY LIMITED ABN 21 084 490 166under power of attorney dated

in the presence of:

witness

... t*¡,lesm.... RYANName of witness (block letters)

il;;;;;ri;ö,:;:,:; ¿M;;;states that the attorney has received nonotice of revocation of the power ofattorney

@ King & Wood Mallesons12172532 10

APOLLO Series 2015-1 Trust General Secur¡ty Agreement 22

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Typewritten Text

20 February 2015

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For personal use only 20 February - ASX · 2016. 2. 18. · QBE LMI dated on or before the Issue...

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