Amending Deed to Security Trust Deed – SMHL Global Fund No. 9 (Perpetual Limited, ME Portfolio Management Limited, Perpetual Trustee Company Limited, The Bank of New York)

Summary

This agreement, dated September 21, 2006, is between Perpetual Limited (as Issuing Trustee), ME Portfolio Management Limited (as Manager), Perpetual Trustee Company Limited (as Security Trustee), and The Bank of New York (as Note Trustee). It amends the Security Trust Deed for SMHL Global Fund No. 9, making formal, technical, and administrative changes effective from the date of the deed. The agreement confirms that these amendments do not affect existing rights or obligations and that all required parties and rating agencies have been notified and approved the changes.

EX-4.5.1 6 v054464_ex4-51.txt Exhibit 4.5.1 Deed Amending deed to the Security Trust Deed - SMHL Global Fund No. 9 ---------------------- Perpetual Limited ME Portfolio Management Limited Perpetual Trustee Company Limited The Bank of New York Freehills MLC Centre Martin Place Sydney New South Wales 2000 Australia Telephone +61 2 9225 5000 Facsimile +61 2 9322 4000 www.freehills.com DX 361 Sydney SYDNEY MELBOURNE PERTH BRISBANE SINGAPORE Correspondent Offices HANOI HO CHI MINH CITY JAKARTA KUALA LUMPUR Reference LGR:OMT:36G ***@*** - -------------------------------------------------------------------------------- Contents Table of contents - -------------------------------------------------------------------------------- The agreement 1 Operative part 3 1 Definitions and interpretations 3 1.1 Definitions........................................................3 1.2 Incorporated definitions...........................................3 1.3 Interpretations....................................................3 2 Amendments to the Security Trust Deed 3 2.1 Amendments.........................................................3 2.2 Effectiveness......................................................3 2.3 Amendments not to affect validity, rights, obligations.............3 2.4 Acknowledgements...................................................4 3 General 4 3.1 Governing law and jurisdiction.....................................4 3.2 Variation..........................................................4 3.3 Further assurances.................................................4 3.4 Counterparts.......................................................4 3.5 Attorneys..........................................................5 3.6 Issuing Trustee and Security Trustee limitation of liability.......5 3.7 Limitation of liability of Note Trustee............................5 Schedules Amendments 7 Compliance with Regulation AB 8 Report on assessment of compliance with Regulation AB servicing criteria 14 Servicing criteria to be addressed in assessment of compliance 15 Signing page 19 - -------------------------------------------------------------------------------- The agreement Amending deed to the Security Trust Deed - SMHL Global Fund No. 9 - -------------------------------------------------------------------------------- Date - 21 September 2006 --------------------------------------------------------------------- Between the parties --------------------------------------------------------------------- Issuing Trustee Perpetual Limited ABN 86 000 431 827 of Level 12 123 Pitt Street Sydney NSW 2000 --------------------------------------------------------------------- Manager ME Portfolio Management Limited ABN 79 005 964 134 of Level 23 360 Collins Street Melbourne VIC 3000 --------------------------------------------------------------------- Security Trustee Perpetual Trustee Company Limited ABN 42 000 001 007 of Level 12 123 Pitt Street Sydney NSW 2000 --------------------------------------------------------------------- Note Trustee The Bank of New York of 101 Barclay Street Floor 21 West New York New York United States of America --------------------------------------------------------------------- Background 1 The Issuing Trustee is the trustee, and the Manager is the manager, of the Securitisation Fund. 2 Under the terms of the Master Trust Deed, the Issuing Trustee is authorised to enter into the Security Trust Deed to charge the assets of the Securitisation Fund to secure payment of the Secured Moneys and the due and punctual performance of its obligations under the Secured Documents to the Secured Creditors. 3 The Security Trustee has agreed to act as trustee for the benefit of the Secured Creditors on the terms and conditions and with the powers and authorities contained in the Security Trust Deed. 4 The parties wish to amend the Security Trust Deed in the manner set out in this deed. - -------------------------------------------------------------------------------- page 1 The agreement -------------------------------------------------------------------- This deed witnesses that in consideration of, among other things, the mutual promises contained in this deed, the parties agree as set out in the Operative part of this deed. -------------------------------------------------------------------- - -------------------------------------------------------------------------------- page 2 Operative part 1 Definitions and interpretations - -------------------------------------------------------------------------------- 1.1 Definitions The meanings of the terms used in this document are set out below. - -------------------------------------------------------------------------------- Term Meaning - -------------------------------------------------------------------------------- Security Trust Deed The deed entitled "Security Trust Deed - SMHL Global Fund No. 9" dated 17 August 2006 between the Issuing Trustee, the Manager, the Security Trustee and the Note Trustee. - -------------------------------------------------------------------------------- 1.2 Incorporated definitions Clauses 1.1 and 1.2(a) of the Security Trust Deed are incorporated in this deed as if set out in full in this deed. 1.3 Interpretations Clause 1.3 of the Security Trust Deed is incorporated in this deed as if set out in full in this deed. 2 Amendments to the Security Trust Deed - -------------------------------------------------------------------------------- 2.1 Amendments The Security Trust Deed is amended as set out in schedule 1. 2.2 Effectiveness The amendments to the Security Trust Deed in clause 2.1 take effect on and from the date of this deed. 2.3 Amendments not to affect validity, rights, obligations (a) An amendment to the Security Trust Deed does not affect the validity or enforceability of the Security Trust Deed. - -------------------------------------------------------------------------------- page 3 (b) Nothing in this deed: (1) prejudices or adversely affects any right, power, authority, discretion or remedy arising under the Security Trust Deed before the date of this deed; or (2) discharges, releases or otherwise affects any liability or obligation arising under the Security Trust Deed before the date of this deed. 2.4 Acknowledgements (a) The Security Trustee, Note Trustee and Issuing Trustee, by executing this deed, confirm for the purposes of clause 21.1(a) of the Security Trust Deed that the amendments to the Security Trust Deed in clause 2.1 are of a formal, technical and administrative nature only. (b) The Manager confirms that each Designated Rating Agency has been given 5 Banking Days notice of the amendments to the Security Trust Deed in clause 2.1 in accordance with clause 21.1 of the Security Trust Deed. (c) The Manager, by executing this deed, gives its written approval to the amendments to the Security Trust Deed in clause 2.1 in accordance with clause 21.1 of the Security Trust Deed. 3 General - -------------------------------------------------------------------------------- 3.1 Governing law and jurisdiction (a) This deed is governed by the laws of the State of New South Wales. (b) Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New South Wales. 3.2 Variation A variation of any term of this deed must be in writing and signed by the parties. 3.3 Further assurances Each party must do all things and execute all further documents necessary to give full effect to this deed. 3.4 Counterparts (a) This deed may be executed in any number of counterparts. (b) All counterparts, taken together, constitute one instrument. (c) A party may execute this deed by signing any counterpart. - -------------------------------------------------------------------------------- page 4 3.5 Attorneys Each of the attorneys executing this deed states that the attorney has no notice of the revocation of the power of attorney appointing that attorney. 3.6 Issuing Trustee and Security Trustee limitation of liability Clause 26 of the Security Trust Deed is incorporated in this deed as if set out in full in this deed. 3.7 Limitation of liability of Note Trustee Clause 3.6 of the Security Trust Deed is incorporated in this deed as if set out in full in this deed. - -------------------------------------------------------------------------------- page 5 Schedules Table of contents - -------------------------------------------------------------------------------- Amendments 7 Compliance with Regulation AB 8 Report on assessment of compliance with Regulation AB servicing criteria 14 Servicing criteria to be addressed in assessment of compliance 15 - -------------------------------------------------------------------------------- page 6 Schedule 1 Amendments - -------------------------------------------------------------------------------- The Security Trust Deed is amended by: (a) deleting clause 25.21 in its entirety and inserting a new clause 25.21 as set out in Schedule 2 of this deed; (b) deleting Schedule 2 in its entirety and inserting a new Schedule 2 as set out in Schedule 3 of this deed; and (c) inserting a new Schedule 3 as set out in Schedule 4 of this deed. - -------------------------------------------------------------------------------- page 7 Schedule 2 Compliance with Regulation AB - -------------------------------------------------------------------------------- "25.21 Compliance with Regulation AB In relation to compliance with Regulation AB: (a) each party to this deed acknowledges and agrees that the purpose of this clause 25.21 is to facilitate compliance by such party in relation to the Securitisation Fund with the provisions of Regulation AB and related rules and regulations of the Commission to the extent applicable to such party; (b) the Manager shall not exercise its right to request delivery of information or other performance under these provisions other than as required to comply with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder, including Regulation AB, with respect to the Securitisation Fund. The Manager shall not request the delivery of information or other performance under this clause 25.21 unless the Manager is required under the Exchange Act to file an annual report on Form 10-K with respect to the Securitisation Fund. The Manager and each other party to this Deed acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Manager in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB; provided that, to the extent the Manager and the Issuing Trustee or the Security Trustee do not agree with respect to an interpretation of Regulation AB, the Manager and the Issuing Trustee or the Security Trustee (as applicable) shall obtain a written opinion of counsel of U.S. national reputation in the practice of U.S. federal securities laws reasonably acceptable to the Manager and the Issuing Trustee or the Security Trustee (as applicable), addressed to the Manager and the Issuing Trustee or the Security Trustee (as applicable), stating the opinion of such counsel with respect to the interpretation of the relevant provision(s) of Regulation AB; provided, further, that the costs and fees of such counsel incurred in the preparation of such written opinion shall be divided equally between the Manager and the Issuing Trustee or the Security Trustee (as applicable). In relation to the Securitisation Fund, each party to this Deed shall cooperate fully with the Manager to deliver to the Manager (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information within the control of such party or for which such party is responsible necessary in the good faith determination of the Manager to permit the Manager to comply with the provisions of Regulation AB, together with such disclosures relating to the Manager, such party, any Subcontractor of such party, the Loans, the servicing of the Loans or any other servicing activities within the meaning of Item 1122 of Regulation AB, reasonably - -------------------------------------------------------------------------------- page 8 Schedule 2 Compliance with Regulation AB believed by the Manager to be necessary in order to effect such compliance; (c) the Manager (including any of its assignees or designees) shall cooperate with each other party to this Deed by providing timely notice of requests for information under these provisions following the Manager becoming aware that it is required under the Exchange Act to file an annual report on Form 10-K in any year and by reasonably limiting such requests to information required, in the Manager's reasonable judgment, to comply with Regulation AB; (d) each party to this deed acknowledges and agrees that, to the extent the Manager reasonably determines: (1) in respect of the Issuing Trustee and the Security Trustee - upon consultation with, and to the extent agreed with, such party; and (2) in respect of the Note Trustee - upon consultation with such party, that such party is "participating in the servicing function" in relation to the Securitisation Fund within the meaning of Item 1122 of Regulation AB, such party will comply with the applicable requirements contained in clause 25.21(e) - (j); provided that, to the extent the Manager and the Issuing Trustee or the Security Trustee (as applicable) do not agree whether such party is "participating in the servicing function" with respect to one or more Servicing Criteria within the meaning of Item 1122 in relation to the Securitisation Fund, the Manager and the Issuing Trustee or the Security Trustee (as applicable) shall obtain a written opinion of counsel of U.S. national reputation in the practice of U.S. federal securities laws reasonably acceptable to the Manager and the Issuing Trustee or the Security Trustee (as applicable), addressed to the Manager and the Issuing Trustee or the Security Trustee (as applicable), stating whether, in the opinion of such counsel, the Issuing Trustee or the Security Trustee (as applicable) is "participating in the servicing function" with respect to such Servicing Criteria within the meaning of Item 1122 in relation to the Securitisation Fund; provided, further, that the costs and fees of such counsel incurred in the preparation of such written opinion shall be divided equally between the Manager and the Issuing Trustee or the Security Trustee (as applicable); (e) on or before September 1 of each calendar year, commencing in 2007, such party shall upon the reasonable request of the Manager: (1) deliver to the Manager a report (in form and substance reasonably satisfactory to the Manager) regarding such party's assessment of compliance with the Servicing Criteria during the immediately preceding financial year ended June 30, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Manager and signed by an authorized officer of such party, and shall address each of the Servicing Criteria specified on a certification substantially in the form of Schedule 2 hereto and addressing, at a minimum, the criteria identified in Schedule 3 hereto as "Applicable Servicing Criteria", but only with respect to such of the Servicing Criteria that such party performs; (2) deliver to the Manager a report of a registered public accounting firm reasonably acceptable to the Manager that - -------------------------------------------------------------------------------- page 9 Schedule 2 Compliance with Regulation AB attests to, and reports on, the assessment of compliance made by such party and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; (3) cause each Subcontractor of such party (if any) determined by the such party pursuant to clause 25.21(f) to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, to deliver to the Manager an assessment of compliance and accountants' attestation as and when provided in clause 25.21(e) (1) and (2), but only with respect to such of the Servicing Criteria that such Subcontractor of such party performs; An assessment of compliance provided by a Subcontractor of such party pursuant to clause 25.21(e)(3) need not address any elements of the Servicing Criteria other than those specified by such party pursuant to clause 25.21(f), and need only address such of the Servicing Criteria that such Subcontractor performs; (f) in relation to the use of Subcontractors: (1) such party shall promptly upon the reasonable request of the Manager provide to the Manager (or any designee of the Manager) a written description (in form and substance satisfactory to the Manager) of the role and function of each Subcontractor utilized by such party, specifying: (A) the identity of each such Subcontractor; (B) which (if any) of such Subcontractors are "participating in the servicing function" within the meaning of Item 1122 of Regulation AB; and (C) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause 25.21(f)(1)(B); (2) as a condition to the utilization of any Subcontractor determined to be "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, (i) such party shall cause any such Subcontractor used by such party for the benefit of the Manager to comply with the provisions of clauses 25.21(e) - (j), 25.22 and 25.23 of this Deed to the same extent as if such Subcontractor were such party (provided that in the case of a Subcontractor of the Issuing Trustee or the Security Trustee, the obligations of such Subcontractor under clause 25.21(h) will be owed directly to the Manager and the Issuing Trustee or the Security Trustee, as the case may be, will do all things reasonably necessary to cause the Subcontractor to owe such obligations directly to the Manager) and (ii) in the case of the Issuing Trustee and the Security Trustee, such party shall obtain the written consent of the Manager (which is not to be unreasonably withheld or delayed) to the utilization of such Subcontractor. Such party shall be responsible for obtaining from each Subcontractor and delivering to the Manager any assessment of compliance and accountants' attestation required to be delivered by such Subcontractor under clause 25.21(e)-(j), in each case as and when required to be delivered; - -------------------------------------------------------------------------------- page 10 Schedule 2 Compliance with Regulation AB (g) the Note Trustee represents, warrants and agrees that each report required pursuant to clauses 25.21(e)(1) and 25.21(e)(3) to be provided by the Note Trustee or any Subcontractor of the Note Trustee will be accurate in all material respects and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (h) each of the Issuing Trustee and the Security Trustee shall indemnify the Manager, and shall hold the Manager harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that it sustains directly as a result of: (1) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountants' letter or other material provided in written or electronic form under this clause 25.21 by or on behalf of such party, or provided under this clause 25.21 by or on behalf of any Subcontractor of such party (with respect to such party, collectively, the "Company Information"); provided that in the case of any untrue statement of a material fact contained or alleged to be contained in the accountant's letter, each of the Issuing Trustee and the Security Trustee will indemnify and hold harmless the Manager only to the extent of the sum that the Issuing Trustee or the Security Trustee, respectively, recovers from the accounting firm providing such accountant's letter (which recovery the Issuing Trustee and the Security Trustee (as the case may be) must if the Issuing Trustee or the Security Trustee (as the case may be) in good faith determines the Issuing Trustee or the Security Trustee (as the case may be) is entitled to do so after taking professional advice pursue including by taking action in any relevant court of competent jurisdiction); provided, further, that neither the Issuing Trustee nor the Security Trustee will indemnify or hold harmless the Manager to the extent that the untrue statement of a material fact contained or alleged to be contained in the Company Information relates to information provided to the Issuing Trustee or the Security Trustee, respectively, by the Manager or any other party to enable such party to complete its duties under the Transaction Documents; or (2) the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that this clause 25.21(h)(2) shall be construed solely by reference to the Company Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Company Information or any portion thereof is presented together with or separately from such other information; provided, further, that in the case of the omission or alleged omission to state in an accountant's letter a material fact required to be stated in the accountant's letter or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, each of the Issuing Trustee and the Security Trustee will indemnify and hold - -------------------------------------------------------------------------------- page 11 Schedule 2 Compliance with Regulation AB harmless the Manager only to the extent of the sum that the Issuing Trustee or the Security Trustee, respectively, recovers from the accounting firm providing such accountant's letter (which recovery the Issuing Trustee and the Security Trustee (as the case may be) must if the Issuing Trustee or the Security Trustee (as the case may be) in good faith determines the Issuing Trustee or the Security Trustee (as the case may be) is entitled to do so after taking professional advice pursue including by taking action in any relevant court of competent jurisdiction); provided, further, that neither the Issuing Trustee nor the Security Trustee will indemnify or hold harmless the Manager to the extent that the omission or alleged omission to state in the Company Information a material fact required to be stated in the Company Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, relates to information provided to the Issuing Trustee or the Security Trustee, respectively, by the Manager or any other party to enable such party to complete its duties under the Transaction Documents; or (3) any failure by such party or any Subcontractor of such party to deliver any information, report, certification, accountants' letter or other material when and as required under this clause 25.21, including any failure by such party to disclose any non-compliance with any of the Servicing Criteria in a certification or to identify pursuant to clause 25.21(f) any Subcontractor "participating in the servicing function" within the meaning of Item 1122 of Regulation AB. In the case of any failure of performance described in clause 25.21(h)(3), such party shall promptly reimburse the Manager, for all costs reasonably incurred by the Manager in order to obtain the information, report, certification, accountants' letter or other material not delivered as required by such party or any Subcontractor of such party; (i) any failure by such party or any Subcontractor of such party to: (1) deliver any information, report, certification, accountants' letter or other material when and as required under this clause 25.21, shall, except as provided in clause 25.21(i)(2), immediately and automatically, without notice or grace period, entitle the Manager, in its sole discretion: (A) to remove such party or direct such party to remove the Subcontractor of such party from the performance of any activities which the Manager reasonably determines to constitute "participating in the servicing function" in relation to the Securitisation Fund within the meaning of Item 1122 of Regulation AB; and (B) to replace such party with respect to such activities, each at the expense of such party, without payment (notwithstanding anything in the Transaction Documents to the contrary) of any compensation to such party; provided that to the extent that any provision of the Transaction Documents expressly provides for the survival of certain rights or obligations following termination of such party, such provision shall be given effect; - -------------------------------------------------------------------------------- page 12 Schedule 2 Compliance with Regulation AB (2) deliver any information, report, certification or accountants' letter when and as required under clause 25.21(e)-(j) or (except as provided below) any failure by such party to identify pursuant to clause 25.21(f) any Subcontractor of such party "participating in the servicing function" within the meaning of Item 1122 of Regulation AB, which continues unremedied for ten calendar days after the date on which such information, report, certification or accountants' letter was required to be delivered, shall entitle the Manager, in its sole discretion: (A) to remove such party or direct such party to remove the Subcontractor of such party from the performance of any activities which the Manager reasonably determines to constitute "participating in the servicing function" in relation to the Securitisation Fund within the meaning of Item 1122 of Regulation AB; and (B) to replace such party with respect to such activities, in the case of the Issuing Trustee, the Security Trustee or any Subcontractor of either such party, at the expense of such party, without payment (notwithstanding anything in the Transaction Documents to the contrary) of any compensation to such party; provided that to the extent that any provision of the Transaction Documents expressly provides for the survival of certain rights or obligations following termination of such party, such provision shall be given effect; and (j) each of the Issuing Trustee and the Security Trustee shall promptly reimburse the Manager (or any designee of the Manager), for all reasonable expenses incurred by the Manager (or such designee), as such are incurred, in connection with the termination of such party and the transfer of servicing activities within the meaning of Item 1122 of Regulation AB to a successor. The provisions of this clause 25.21(j) shall not limit whatever rights the Manager may have under other provisions of the Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief. - -------------------------------------------------------------------------------- page 13 Schedule 3 Report on assessment of compliance with Regulation AB servicing criteria - ------------------------------------------------------------------------------- Schedule 2 - Report on assessment of compliance with Regulation AB servicing criteria ME Portfolio Management Limited Level 23 360 Collins Street Melbourne VIC 3000 [________________] (the "Asserting Party") is responsible for assessing compliance as of June 30, [ ] and for the period from [ ] (date of issuance of SMHL Global Fund No. 9) through June 30, [ ] (the "Reporting Period") with the servicing criteria set forth in Section ###-###-####(d) of the Code of Federal Regulations (the "CFR"), except for criteria ###-###-####(d)[insert section numbers in Regulation AB that are not applicable to Asserting Party] of the CFR, which have not been determined pursuant to the transaction documents for the SMHL Global Fund No. 9 to be, and the Asserting Party has concluded are not, servicing criteria that the Asserting Party performs, or in which the Asserting Party participates, in relation to the SMHL Global Fund No. 9 (the "Applicable Servicing Criteria"). This assessment of compliance is provided in relation to SMHL Global Fund No. 9. The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria in relation to SMHL Global Fund No. 9. [____________], an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria for the Reporting Period as set forth in this assertion. [NAME OF ASSERTING PARTY] Date: ----------------------------------- By: Name: ------------------------------------ Title: ----------------------------------- - -------------------------------------------------------------------------------- page 14 Schedule 4 Servicing criteria to be addressed in assessment of compliance - -------------------------------------------------------------------------------- - -------------------------------------------------------------------- ----------- SERVICING CRITERIA APPLICABLE SERVICING CRITERIA - ----------------- -------------------------------------------------- ----------- Reference Criteria - ----------------- -------------------------------------------------- ----------- General Servicing Considerations - ----------------- -------------------------------------------------- ----------- 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. - ----------------- -------------------------------------------------- ----------- 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained. - ----------------- -------------------------------------------------- ----------- 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. - ----------------- -------------------------------------------------- ----------- Cash Collection and Administration - ----------------- -------------------------------------------------- ----------- 1122(d)(2)(i) Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. - ----------------- -------------------------------------------------- ----------- 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, - -------------------------------------------------------------------------------- page 15 Schedule 4 Servicing criteria to be addressed in assessment of compliance - ----------------- -------------------------------------------------- ----------- "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. - ----------------- -------------------------------------------------- ----------- 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. - ----------------- -------------------------------------------------- ----------- 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. - ----------------- -------------------------------------------------- ----------- Investor Remittances and Reporting - ----------------- -------------------------------------------------- ----------- 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer. - ----------------- -------------------------------------------------- ----------- 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. - ----------------- -------------------------------------------------- ----------- Pool Asset Administration - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(i) Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(ii) Mortgage loan and related documents are safeguarded as required by the transaction agreements - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction - -------------------------------------------------------------------------------- page 16 Schedule 4 Servicing criteria to be addressed in assessment of compliance - ----------------- -------------------------------------------------- ----------- agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(iv) Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(v) The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's unpaid principal balance. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(ix) Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction - -------------------------------------------------------------------------------- page 17 Schedule 4 Servicing criteria to be addressed in assessment of compliance - ----------------- -------------------------------------------------- ----------- agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. - ----------------- -------------------------------------------------- ----------- 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. - -------------------------------------------------------------------------------- page 18 Signing page Executed as a deed - ------------------------------------------------------------------------------- Issuing Trustee Signed sealed and delivered for Perpetual Limited by its attorney sign here -/s/ Jennifer Wu ---------------------------------------- Attorney print name Jennifer Wu ---------------------------------------- in the presence of sign here -/s/ Simon Oh ---------------------------------------- Witness print name Simon Oh ---------------------------------------- - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- page 19 Signing page Manager Signed sealed and delivered for ME Portfolio Management Limited by its attorney sign here -/s/ N. Vamvakas ---------------------------------------- Attorney print name N. Vamvakas ---------------------------------------- in the presence of sign here -/s/ Paul Garvey ---------------------------------------- Attorney print name Paul Garvey ---------------------------------------- - ------------------------------------------------------------------------------- Security Trustee Signed sealed and delivered for Perpetual Trustee Company Limited by its attorney sign here -/s/ Jennifer Wu ------------------------------------------------- Attorney print name Jennifer Wu ------------------------------------------------- in the presence of sign here -/s/ Simon Oh ------------------------------------------------- Witness print name Simon Oh ------------------------------------------------- - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- page 20 Signing page Note Trustee Executed for and on behalf of The Bank of New York by its Authorised Officer sign here -/s/ Christopher Curti ------------------------------------------------- Authorised Officer print name Christopher Curti ------------------------------------------------- in the presence of sign here -/s/ Charles Austin ------------------------------------------------- Witness print name Charles Austin ------------------------------------------------- - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- page 21