Medallion Trust Series 2007-1G
ISDA Master Agreement
(Interest Rate Swap Agreement)
Commonwealth Bank of Australia
ABN 48 123 123 124
Perpetual Trustee Company Limited
ABN 42 000 001 007
Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946
If you have any questions about the details of this document
PLEASE CONTACT XXXXX XXXXXX ON + 61 2 9353 4000
Xxxxxxx Xxx
Lawyers
Levels 19-35 Xx. 0 X'Xxxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
PO Box H3 Australia Square Sydney NSW 1215
T + 61 2 9353 4000 F + 61 2 8220 6700
xxx.xxxxxxxxxx.xxx
Our reference 174/14708/80050681
i
SCHEDULE
TO THE
MASTER AGREEMENT
DATED AS OF 15 FEBRUARY 2007 BETWEEN
SECURITISATION ADVISORY SERVICES PTY. LIMITED
ABN 88 064 133 946
("MANAGER")
AND
COMMONWEALTH BANK OF AUSTRALIA
ABN 48 123 123 124
("PARTY A")
AND
PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
AS TRUSTEE OF THE MEDALLION TRUST SERIES 2007-1G
("PARTY B")
PART 1. TERMINATION PROVISIONS
(a) "SPECIFIED ENTITY" in relation to
(i) Party A, is not applicable; and
(ii) Party B, is not applicable.
(b) "SPECIFIED TRANSACTION" means - not applicable.
(c) (i) The following provisions of Section 5 will not apply to Party A:
Section 5(a)(ii)
Section 5(a)(iii)
Section 5(a)(iv)
Section 5(a)(v)
Section 5(a)(vi)
Section 5(a)(vii)
Section 5(a)(viii)
Section 5(b)(ii)
Section 5(b)(iii)
Section 5(b)(iv)
(ii) The following provisions of Section 5 will not apply to Party B:
Section 5(a)(ii)
Section 5(a)(iii)
Section 5(a)(iv)
Section 5(a)(v)
Section 5(a)(vi)
Section 5(a)(vii)
Section 5(a)(viii)
Section 5(b)(ii)
Section 5(b)(iii)
Section 5(b)(iv)
(d) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) will not
apply.
(e) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:
(i) A. in respect of each Basis Swap, Loss will apply; and
B. in respect of each Fixed Rate Swap and the Interest Rate
Basis Cap (if any), Market Quotation will apply;
1
(ii) A. in respect of each Basis Swap, neither the First Method nor the
Second Method will apply; and
B. in respect of each Fixed Rate Swap and the Interest Rate
Basis Cap (if any), the Second Method will apply; and
(iii) the definition of "Loss" is amended by adding the following
sentence at the end of that definition:
"However in relation to a Terminated Transaction that is a Basis
Swap, each party's Loss is deemed to be zero.".
(f) "TERMINATION CURRENCY" means Australian dollars.
(g) ADDITIONAL TERMINATION EVENT. The following is an Additional Termination
Event in relation to which Party B is the only Affected Party and the
Basis Swaps are the only Affected Transactions:
If, on any day on which the weighted average Mortgage Rate applicable to
the Mortgage Loans forming part of the Assets of the Series Trust which
are charged interest at a variable rate is equal to or greater than the
then Threshold Rate, Party A notifies Party B and each Rating Agency of
its intention to terminate the Basis Swaps.
PART 2. TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to any other party
under this Agreement. In making this representation, it may rely on:
(i) the accuracy of any representations made by the other party
pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement contained in Section 4(a)(i) or
4(a)(iii) of this Agreement and the accuracy and effectiveness of
any document provided by the other party pursuant to Section
4(a)(i) or 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of the other party contained in
Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver a
form or document under Section 4(a)(iii) by reason of material prejudice
to its legal or commercial position.
(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of this
Agreement, Party A will and Party B will make the following
representation:
It is an Australian resident and does not derive the payments under this
Agreement in part or whole in carrying on business in a country outside
Australia at or through a permanent establishment of itself in that
country.
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PART 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE:
PARTY REQUIRED TO
DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED
------------------- ------------------------------------------ ----------------------------------------
Party A and Party B Any document or certificate reasonably On the earlier of (a) learning that such
required or reasonably requested by a document or certificate is required and
party in connection with its obligations (b) as soon as reasonably practicable
to make a payment under this Agreement following a request by a party.
which would enable that party to make the
payment free from any deduction or
withholding for or on account of Tax or
which would reduce the rate at which
deduction or withholding for or on account
of Tax is applied to that payment.
(b) OTHER DOCUMENTS TO BE DELIVERED ARE:
PARTY REQUIRED TO COVERED BY
DELIVER SECTION 3(D)
DOCUMENT FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED REPRESENTATION
------------------- ---------------------------------- ---------------------------------- --------------
Party A A certificate from Party A (or, if On execution and delivery of any Yes
available, Party A's current Confirmation unless that
authorised signature book) certificate has already been
specifying the names, title and supplied for that purpose and
specimen signatures of the remains true and in effect and
Authorised Officers of Party A. when the list is updated or upon
request.
Party A, Party B A legal opinion as to the validity On or at any time prior to the No
and the Manager and enforceability of that party's Closing Date.
obligations under this Agreement
in form and substance (and issued
by legal counsel) reasonably
acceptable to the other party.
The Manager A copy (certified by the Manager) Not less than 5 Business Days (or Yes
of the Credit Support Document and such lesser period as Party A
(without limiting any obligation agrees to) before the Trade Date
Party B may have under the terms of the first occurring Transaction
of the Credit Support Document to and in the case of any amending
notify Party A of amendments) a documents entered into subsequent
copy (certified by the Manager) of to that date, promptly after each
any document that amends in any amending document (if any) has
way the terms of the Credit been entered into.
Support Document.
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For the purposes of this paragraph (b) a copy of a document is taken to be
certified by the Manager if an Authorised Officer of the Manager or legal
counsel for the Manager has certified it to be a true and complete copy of the
document of which it purports to be a copy.
PART 4. MISCELLANEOUS
(a) ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this
Agreement:
Address for notices or communications to PARTY A:
Address: Commonwealth Bank of Australia
Level 0
00 Xxxxxx Xxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Attention: Manager, Securitisation
Facsimile No.: 612 9378 2481
Address for notices or communications to PARTY B:
Address: Perpetual Trustee Company Limited
Level 00
000 Xxxx Xxxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Attention: Manager, Securitisation Services
Facsimile No.: 612 9221 7870
Additionally, a copy of all notices as well as any changes to a party's
address, telephone number or facsimile number should be sent to:
Address: Securitisation Advisory Services Pty. Limited
Level 0
00 Xxxxxx Xxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Attention: Manager, Securitisation
Facsimile No.: 612 9378 2481
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent - Not Applicable
Party B appoints as its Process Agent - Not Applicable
(c) OFFICES. The provisions of Section 10(a) will not apply to this
Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement.
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
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(e) CALCULATION AGENT. The Calculation Agent is the Manager.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
(i) in relation to Party A: Nil;
(ii) in relation to Party B: the Security Trust Deed.
(g) CREDIT SUPPORT PROVIDER.
(i) In relation to Party A: Not Applicable.
(ii) In relation to Party B: Not Applicable.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws in force in the Australian Capital Territory
and Section 13(b)(i) is deleted and replaced by the following:
"(i) submits to the non-exclusive jurisdiction of the courts of the
Australian Capital Territory and courts of appeal from them; and".
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
Agreement will apply in respect of all Transactions.
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement. For the purposes of Section 3(c), Party A and Party B are
deemed not to have any Affiliates.
PART 5. OTHER PROVISIONS.
(1) PAYMENTS: In Section 2:
(a) In Section 2(a)(ii) the first sentence is deleted and replaced
with the following sentence:
"Unless specified otherwise in this Agreement, payments under this
Agreement will be made by 10.00am on the due date for value on
that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely
transferable funds, free of any set-off, counterclaim, deduction
or withholding (except as expressly provided in this Agreement)
and in the manner customary for payment in the required
currency.".
(b) Insert a new paragraph (iv) in Section 2(a) immediately after
Section 2(a)(iii) as follows:
"(iv) The condition precedent in Section 2(a)(iii)(1) does not
apply to a payment due to be made to a party if it has
satisfied all its payment obligations under Section 2(a)(i)
and Section 2(e) of this Agreement and has no future payment
obligations, whether absolute or contingent under Section
2(a)(i) or Section 2(e).".
(c) Add the following new sentence to Section 2(b):
"Each new account so designated will be in the same tax
jurisdiction as the original account.".
(d) In Section 2(c) insert the following words at the end of the first
paragraph:
"Subject to Section 2(f), the aggregate amount that would
otherwise be payable will
5
not take into account amounts due on that Payment Date pursuant to
Sections 2(g), 17, 18 or 19.".
(e) Delete Section 2(d)(i)(4) in its entirety.
(f) In Section 2(d)(ii)(1) delete the following where they appear:
"in respect of which X would not be required to pay an additional
amount to Y under Section 2(d)(i)(4)".
(g) Insert new Sections 2(f) and 2(g) as follows:
"(f) If on a Payment Date an amount would otherwise be payable by
Party A pursuant to Section 2(c):
(i) in respect of a Fixed Rate Swap, then such amount
will, unless otherwise agreed between Party A and
Party B, be satisfied in part, or whole, from the then
Fixed Rate Prepayment Balance; and
(ii) in respect of a Basis Swap, then such amount will,
unless otherwise agreed between Party A and Party B,
be satisfied in part, or whole, from the then Basis
Prepayment Balance.
(g) On each Payment Date that a Fixed Rate Swap is existing:
(i) Party B will pay Party A any Break Costs determined by
the Manager on the preceding Determination Date in
accordance with the Series Supplement."
(2) REPRESENTATIONS: In Section 3:
(a) Section 3(a)(v) is amended by inserting immediately after the
words "creditors' rights generally" the following:
"(including in the case of a party being an ADI (as that term is
defined in the Banking Act, 1959 (Cth)), Section 86 of the Reserve
Bank Act, 1969 (Cth) and section 13A(3) of the Banking Act, 1959
(Cth))."
(b) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to
represent to the other parties on the date on which it enters into
a Transaction that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for
that Transaction):
(i) NON-RELIANCE. It is acting for its own account (in the case
of Party B, as trustee of the Series Trust), and it has made
its own independent decisions to enter into that Transaction
and as to whether that Transaction is appropriate or proper
for it based upon its own judgment (and in the case of Party
B, also upon the judgment of the Manager) and upon advice
from such advisers as it has deemed necessary. It is not
relying on any communication (written or oral) of any other
party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information
and explanations related to the terms and conditions of a
Transaction will not be considered investment advice or a
recommendation to enter into that Transaction. No
communication (written or oral) received from any other
party will be deemed to be an assurance or guarantee as to
the expected results of that Transaction.
6
(ii) EVALUATION AND UNDERSTANDING. It is capable of evaluating
and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also
capable of assuming, and assumes, the risks of that
Transaction.
(iii) STATUS OF PARTIES. No other party is acting as a fiduciary
or an adviser to it in respect of that Transaction.
(c) After "Section 3(f)" in line 2 insert ",3(g), 3(h) and 3(i)".
(d) Insert the following new paragraphs (g), (h) and (i) in Section 3
immediately after Section 3(f):
"(g) SERIES TRUST: By Party B, in respect of Party B only:
(i) TRUST VALIDLY CREATED. The Series Trust has been
validly created and is in existence at the date of
this Agreement.
(ii) SOLE TRUSTEE. It has been validly appointed as trustee
of the Series Trust and is presently the sole trustee
of the Series Trust.
(iii) NO PROCEEDINGS TO REMOVE. No notice has been given to
it and to its knowledge no resolution has been passed,
or direction or notice has been given, removing it as
trustee of the Series Trust.
(iv) POWER. It has power under the Master Trust Deed to:
(A) enter into this Agreement and the Credit Support
Documents in its capacity as trustee of the
Series Trust; and
(B) mortgage or charge the Assets of the Series Trust
in the manner provided in the Credit Support
Document in relation to Party B.
(v) GOOD TITLE. It is the lawful owner of the Assets of
the Series Trust and, subject only to the Credit
Support Document in relation to Party B and any
Security Interest permitted under the Credit Support
Document in relation to Party B, to the best of its
knowledge without due enquiry, those Assets are free
of all other Security Interests (except for Party B's
right of indemnity out of the Assets of the Series
Trust).
(h) NON ASSIGNMENT. It has not assigned (whether absolutely, in
equity, by way of security or otherwise), declared any trust
over or given any charge over any of its rights under this
Agreement or any Transaction except, in the case of Party B,
for the Security Interests created under any Credit Support
Document specified in relation to Party B.
(i) CONTRACTING AS PRINCIPAL. Each existing Transaction has been
entered into by that party as principal and not otherwise.".
(3) FAILURE TO PAY OR DELIVER: In Section 5(a)(i) delete the words "third
Local" where they appear in line 3 and replace them with the word
"tenth".
7
(4) TERMINATION: In Section 6:
(i) Add the following sentence at the end of the first paragraph of
Section 6(b)(ii):
"However, if Party B is the Affected Party, then Party B will only
be obliged to make such efforts to effect a transfer in accordance
with this Section 6(b)(ii) as it is able to make by application of
funds held by it as trustee of the Series Trust being funds
available for such application in accordance with the provisions
of the Master Trust Deed and the Series Supplement.".
(ii) Add the following sentence at the end of the second paragraph of
Section 6(b)(ii):
"However, if Party A is that other party it must, if so requested
by the Manager with the prior consent of the Rating Agencies, use
reasonable efforts to make such a transfer to an Affiliate (as
that expression is defined in Section 14 disregarding any
modification made by this Agreement).".
(iii) Add the following sentence at the end of the last paragraph of
Section 6(b)(ii):
"However, consent may be withheld if the other party considers
that its credit exposure to the transferee would be adversely
affected by the transfer.".
(iv) Section 6(e) is amended by deleting the last sentence of the first
paragraph.
(5) FACSIMILE TRANSMISSION: In Section 12:
(a) delete the following words where they appear on lines 2 and 3 of
Section 12(a):
"(except that a notice or other communication under Section 5 or
Section 6 may not be given by facsimile transmission or electronic
messaging system)";
(b) replace Section 12(a)(iii) with:
"(iii) if sent by facsimile transmission, on the date a
transmission report is produced by the machine from which
the facsimile was sent which indicates that the facsimile
was sent in its entirety to the facsimile number of the
recipient notified for the purpose of this Section unless
the recipient notifies the sender within one Local Business
Day of the facsimile being sent that the facsimile was not
received in its entirety in legible form;"; and
(c) insert a new paragraph (vi) in Section 12(a) immediately after
Section 12(a)(v) as follows:
"(vi) if sent by ordinary mail, on the third (seventh, if posted
to or from a place outside Australia) day after posting.".
(6) DEFINITIONS: In this Agreement, unless the contrary intention appears:
(a) MASTER TRUST DEED AND SERIES SUPPLEMENT: Subject to Part 5(6)(g)
of this Schedule, unless otherwise defined in this Agreement,
words and phrases defined in the Master Trust Deed or the Series
Supplement have the same meaning in this Agreement. Where there is
any inconsistency in a definition between this Agreement (on the
one hand) and the Master Trust Deed or the Series Supplement (on
the other hand), this Agreement prevails. Subject to Part 5(6)(g)
of this Schedule, where there is any inconsistency in a definition
between the Master Trust Deed and the Series Supplement, the
Series Supplement prevails over the Master Trust Deed in respect
of the Series Trust. Where words or phrases used but not
8
defined in this Agreement are defined in the Master Trust Deed in
relation to a Series Trust (as defined in the Master Trust Deed)
and/or an Other Trust such words or phrases are to be construed in
this Agreement, where necessary, as being used only in relation to
the Series Trust (as defined in the Series Supplement) and/or the
CBA Trust, as the context requires.
(b) TRUSTEE CAPACITY:
(i) a reference to Party B is a reference to Party B in its
capacity as trustee of the Series Trust only, and in no
other capacity; and
(ii) a reference to the undertaking, assets, business or money
of Party B is a reference to the undertaking, assets,
business or money of Party B in the capacity referred to in
paragraph (i) only.
(c) DEFINITIONS: in Section 14:
(i) replace the definitions of "AFFECTED TRANSACTIONS" and
"LOCAL BUSINESS DAY" with the following:
""AFFECTED TRANSACTIONS" means, with respect to a
Termination Event:
(a) where an Early Termination Date is designated pursuant
to Part 1(g) of the Schedule, each Basis Swap; and
(b) where an Early Termination Date is designated
following the occurrence of any other Termination
Event, all Transactions."; and
""LOCAL BUSINESS DAY" has the same meaning as "BUSINESS
DAY"."; and
(ii) insert the following new definitions:
""AMOUNTS OUTSTANDING" in relation to a Mortgage Loan
means, at any given time, the amount recorded at that time
as the balance of the Mortgage Loan in the Mortgage Loan
System which balance includes amounts which have been
charged to the Mortgage Loan but excludes amounts which
have been or are, accrued against the Mortgage Loan.
"BASIS PREPAYMENT BALANCE" means the amount then standing
to the credit of the Collections Account in respect of
prepayments by Party A pursuant to Sections 18(c) or (d)
and which has not been utilised pursuant to Section
2(f)(ii).
"BASIS SWAP" means
(a) when designated "Monthly", the Transaction entered
into between Party A, Party B and the Manager on the
terms specified in the form of the Confirmation set
out in Annexure 1A (or as otherwise agreed between
Party A, Party B and the Manager); and
(b) when designated "Quarterly" the Transaction entered
into between Party A and party B and the Manager on
the terms specified in the form of Confirmation set
out in Annexure 1B
9
(or as otherwise agreed between Party A, party B and
the Manager),
(each a "BASIS SWAP" and together, the "BASIS SWAPS").
"BASIS SWAP AMOUNT" in relation to a Calculation Period
means:
(a) when designated "Monthly", the relevant monthly
proportion of the aggregate Amounts Outstanding in
relation to all Mortgage Loans being charged a
variable rate as certified by the Manager to Party B
at the opening of business on the Determination Date
falling within the relevant preceding Calculation
Period; and
(b) when designated "Quarterly", the relevant quarterly
proportion of the aggregate Amounts Outstanding in
relation to all Mortgage Loans being charged a
variable rate as certified by the Manager to Party B
at the opening of business on the Determination Date
falling within the relevant preceding Calculation
Period.
"CONVERSION" means the conversion of a Mortgage Loan
forming part of the Assets of the Series Trust which is
being charged interest at a variable rate to a Mortgage
Loan which is being charged interest at a fixed rate.
"ELIGIBLE ACCOUNT" means an account in the name of Party B
as trustee of the Series Trust held with a financial
institution with short term credit ratings of P-1 by
Xxxxx'x, F1 by Fitch and A-1+ by Standard & Poor's and
includes the Collections Account to the extent that the
holder of the Collections Account is rated in this manner.
"END DATE" means the date on which a Mortgage Loan is to
cease being charged interest at a fixed rate.
"FIXED INTEREST EARNED" in relation to a Monthly
Distribution Date, and the Monthly Swap Collection Period
ending immediately prior to that Monthly Distribution Date,
means the aggregate of:
(a) all debit entries made during that Monthly Swap
Collection Period to the accounts established in the
Servicer's records for the Mortgage Loans forming part
of the Assets of the Series Trust representing
interest charged at a fixed rate (plus any interest
off-set benefits in respect of Mortgage Interest Saver
Accounts which represents amounts which, if not for
the terms of the Mortgage Interest Saver Accounts,
would have been so debited during that Monthly Swap
Collection Period to those accounts to the extent paid
by CBA pursuant to clause 15.4 of the Series
Supplement and deposited to the Collections Account
prior to that Monthly Distribution Date); and
(b) the aggregate, as at the close of business on the last
day of that Monthly Swap Collection Period, of all
accrued but not charged fixed rate interest on the
Mortgage Loans forming part of the Assets of the
Series Trust less the aggregate, as at the opening of
business on the first day of that Monthly Swap
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Collection Period, of all accrued but not charged
fixed rate interest on the Mortgage Loans forming part
of the Assets of the Series Trust.
"FIXED RATE PREPAYMENT BALANCE" means the amount then
standing to the credit of the Eligible Account in respect
of prepayments by Party A pursuant to Sections 17(a)(iii),
(b)(i), (e)(i) or (g) and which has not been utilised
pursuant to Section 2(f)(i) or repaid to Party A pursuant
to Sections 17(e)(ii) or (h).
"FIXED RATE SWAP AMOUNT" in relation to a Calculation
Period means:
(a) when designated "Monthly":
(i) the relevant monthly proportion of the aggregate
Amounts Outstanding in relation to all Mortgage
Loans (excluding Mortgage Loans being charged a
variable rate) as certified by the Manager to
Party B at the opening of business on the
Determination Date falling within the relevant
preceding Calculation Period;
(ii) less the Other Fixed Rate Swap Amount in
relation to the relevant Calculation Period; and
(b) when designated "Quarterly":
(i) the relevant quarterly proportion of the
aggregate Amounts Outstanding in relation to all
Mortgage Loans (excluding Mortgage Loans being
charged a variable rate) as certified by the
Manager to Party B at the opening of business on
the Determination Date falling within the
relevant preceding Calculation Period;
(ii) less the Other Fixed Rate Swap Amount in
relation to the relevant Calculation Period.
"FIXED RATE SWAP" means:
(a) when designated "Monthly", the Transaction entered
into between Party A, Party B and the Manager on the
terms specified in the form of the Confirmation set
out in Annexure 2A (or as otherwise agreed between
Party A, Party B and the Manager); and
(b) when designated "Quarterly" the Transaction entered
into between Party A, Party B and the Manager on the
terms specified in Annexure 2B (or as otherwise agreed
between Party A, Party B and the Manager); and
(c) and each Transaction entered into pursuant to Section
16 on the terms specified in Annexure 2C (or as
otherwise agreed between Party A, Party B and the
Manager);
(each a "FIXED RATE SWAP" and together the "FIXED RATE
SWAPS").
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"INTEREST RATE BASIS CAP" means the interest rate cap, if
any, entered into between Party A, Party B and the Manager
on or prior to the Closing Date.
"MASTER TRUST DEED" means the Master Trust Deed dated 8
October 1997 between Party B (as Trustee) and the Manager,
as amended from time to time.
"MONTHLY BASIS SWAP ADMINISTERED RATE" means, in relation
to a Monthly Distribution Date, the amount determined in
accordance with the following calculation and expressed as
a percentage:
_ _ _ _
| MBSA | | MBSA |
SII x | -------------------------------------------- | + VCI x | ----------- |
| MBSA + QBSA + MFRSA + QFRSA + MOFRSA+ QOFRSA | | MBSA + QBSA | 365
MBSAR = |_--------------------------------------------_| |_-----------_| x ---
MBSA NM
where:
MBSAR means the Monthly Basis Swap Administered Rate in
relation to that Monthly Distribution Date;
SII means the Short-Term Investment Income in relation
to that Monthly Distribution Date;
MBSA means the Monthly Basis Swap Amount for the
monthly Calculation Period ending immediately
before that Monthly Distribution Date;
QBSA means the Quarterly Basis Swap Amount for the
quarterly Calculation Period ending immediately
before that Monthly Distribution Date;
MFRSA means the Monthly Fixed Rate Swap Amount for the
monthly Calculation Period ending immediately
before that Monthly Distribution Date;
QFRSA means the Quarterly Fixed Rate Swap Amount for the
quarterly Calculation Period ending immediately
before that Monthly Distribution Date;
MOFRSA means the Monthly Other Fixed Rate Swap Amount for
the monthly Calculation Period ending immediately
before that Monthly Distribution Date;
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
for the quarterly Calculation Period ending
immediately before that Monthly Distribution Date;
VCI means the Variable Interest Earned in relation to
the Monthly Swap Collection Period ending
immediately before that Monthly Distribution Date;
and
NM means the number of days in the Monthly Swap
Collection Period ending immediately prior to that
Monthly Distribution Date.
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"MONTHLY FIXED SWAP ADMINISTERED RATE" means, in relation
to a Monthly Distribution Date the amount expressed as a
percentage, determined in accordance with the following
calculation:
_ _ _ _
| MFRSA + MOFRSA | | MFRSA + MOFRSA |
SII x | --------------------------------------------- | + FCI x | ------------------------------- |
| MBSA + QBSA + MFRSA + QFRSA + MOFRSA + QOFRSA | | MFRSA + MOFRSA + QFRSA + QOFRSA |
MFSAR = |_---------------------------------------------_|---------|_-------------------------------_| x 365/NM
_ _
| MFRSA + MOFRSA |
|_ _|
where:
MFSAR means the Monthly Fixed Rate Swap Administered
Rate in relation to that Monthly Distribution
Date;
SII means the Short-Term Investment Income in relation
to that Monthly Distribution Date;
MFRSA means the Monthly Fixed Rate Swap Amount for the
monthly Calculation Period ending immediately
before that Monthly Distribution Date;
MOFRSA means the Monthly Other Fixed Rate Swap Amount for
the monthly Calculation Period ending immediately
before that Monthly Distribution Date;
MBSA means the Monthly Basis Swap Amount for the
monthly Calculation Period ending immediately
before that Monthly Distribution Date;
QBSA means the Quarterly Basis Swap Amount for the
quarterly Calculation Period ending immediately
before that Monthly Distribution Date;
QFRSA means the Quarterly Fixed Rate Swap Amount for the
quarterly Calculation Period ending immediately
before that Monthly Distribution Date;
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
for the quarterly Calculation Period ending
immediately before that Monthly Distribution Date;
FCI means the Fixed Interest Earned in relation to the
Monthly Swap Collection Period ending immediately
before that Monthly Distribution Date; and
NM means the number of days in the Monthly Swap
Collection Period ending immediately prior to that
Monthly Distribution Date.
"MONTHLY WEIGHTED MARGIN" in relation to a Monthly
Distribution Date means the amount, expressed as a
percentage, determined by the following calculation:
_ _ _ _
| | | |
| CA2 | | CA4 |
WM = | --- x CA2M | + | --- x CA4M |
| TSA | | TSA |
|_ _| |_ _|
where:
13
WM means the Weighted Margin in relation to that
Monthly Distribution Date
CA2 means the aggregate of the Invested Amounts of the
Class A-2 Notes on the Determination Date
immediately preceding that Monthly Distribution
Date;
CA4 means the aggregate of the Invested Amounts of the
Class A-4 Notes on the Determination Date
immediately preceding that Monthly Distribution
Date;
CA2M means the Issue Margin in respect of the Class A-2
Notes during the Accrual Period ending immediately
prior to that Monthly Distribution Date; and
CA4M means the Issue Margin in respect of the Class A-4
Notes during the Accrual Period ending immediately
prior to that Monthly Distribution Date;
TSA means the sum of CA2 and CA4.
"OTHER FIXED RATE SWAP AMOUNT" in relation to a Calculation
Period means:
(a) when designated "Monthly", the relevant monthly
proportion of the aggregate Amounts Outstanding as
at the opening of business on the Determination
Date falling within the preceding Calculation
Period in relation to each Mortgage Loan where one
or more further Fixed Rate Swaps have been entered
into, and are then current, to hedge the interest
rate risk in respect of the Mortgage Loan pursuant
to Section 16(b);
(b) when designated "Quarterly", the relevant
quarterly proportion of the aggregate Amounts
Outstanding as at the opening of business on the
Determination Date falling within the preceding
Calculation Period in relation to each Mortgage
Loan where one or more further Fixed Rate Swaps
have been entered into, and are then current, to
hedge the interest rate risk in respect of the
Mortgage Loan pursuant to Section 16(b).
"OUTSTANDING INTEREST RATE SWAP PREPAYMENT AMOUNT" means
the sum of the then Basis Prepayment Balance and the then
Fixed Rate Prepayment Balance.
"PRESCRIBED RATINGS" means:
(a) in respect of the Fixed Rate Swaps:
(i) a long term rating of A2 and a short term
rating of P-1 or higher by Xxxxx'x;
(ii) a long term rating of A and a short term
rating of at least F1 by Fitch; and
14
(iii) a short term rating of A-1 by S & P; and
(b) in respect of the Basis Swaps:
(i) a short term rating of P-1 and a long term
rating of A2 by Xxxxx'x;
(ii) a long term rating of A and a short term
rating of at least F1 by Fitch; and
(iii) a short term rating of A-1 by S&P.
"QUARTERLY BASIS SWAP ADMINISTERED RATE" means in relation
to a Quarterly Distribution Date the amount determined in
accordance with the following calculation and expressed as
a percentage:
QBSAR = [(CQVCI + (CQBSII) x QBSS) - CQMBSP)/QBSA] x 365/NQ
QBSAR means the Quarterly Basis Swap Administered Rate
in relation to the Quarterly Distribution Date;
QBSA means the Quarterly Basis Swap Amount for the
quarterly Calculation Period ending immediately
before that Quarterly Distribution Date;
NQ means the number of days in the Quarterly Swap
Collection Period ending immediately before that
Quarterly Distribution Date;
CQVCI means the sum of the Variable Interest Earned in
respect of the Monthly Swap Collection Period
ending immediately before each Monthly
Distribution Date since the previous Quarterly
Distribution Date;
CQBSII means the sum of the Short-Term Investment Income
in respect of each Monthly Distribution Date since
the previous Quarterly Distribution Date;
QBSS means the Quarterly Basis Swap Share
determined in accordance with the following
calculation and expressed as a percentage:
QBSS = QBSA / (QBSA + QFRSA + QOFRSA)
where:
QBSA means the Quarterly Basis Swap Amount for
the quarterly Calculation Period ending
immediately before that Quarterly
Distribution Date;
QFRSA means the Quarterly Fixed Rate Swap Amount
for the quarterly Calculation Period
ending immediately before that Quarterly
Distribution Date;
QOFRSA means the Quarterly Other Fixed Rate Swap
Amount for the quarterly Calculation
Period
15
ending immediately before that Quarterly
Distribution Date;
CQMBSP means the sum of the Floating Amounts paid to
Party A under the Monthly Basis Swap on each
Monthly Distribution Date since the previous
Quarterly Distribution Date.
"QUARTERLY FIXED SWAP ADMINISTERED RATE" means in relation
to a Quarterly Distribution Date the amount determined in
accordance with the following calculation and expressed as
a percentage:
QFRSAR = [(CQFCI + (CQFRSII x QFRSS) - CQMFRSP)/QFRSA] x 365/NQ
where:
QFSAR means the Quarterly Fixed Swap Administration Rate
in relation to that Quarterly Distribution Date;
QFRSA means Quarterly Fixed Rate Swap Amount for the
quarterly Calculation period ending immediately
preceding that Quarterly Distribution Date;
NQ means the number of days in the Quarterly Swap
Collection Period ending immediately before that
Quarterly Distribution Date;
CQFCI means the sum of the Fixed Interest Earned in
respect of the Monthly Swap Collection Period
ending immediately before each Monthly
Distribution Date since the previous Quarterly
Distribution Date;
CQFRSII means the sum of the Short-Term Investment Income
in respect of each Monthly Distribution Date since
the previous Quarterly Distribution Date;
QFRSS means the Quarterly Fixed Rate Swap Share
determined in accordance with the following
calculation and expressed as a percentage:
QFRSS = (QFRSA + QOFRSA) / (QBSA + QFRSA + QOFRSA)
where:
QFRSA means the Quarterly Fixed Rate Swap Amount
for the quarterly Calculation Period
ending immediately before that Quarterly
Distribution Date;
QOFRSA means the Quarterly Other Fixed Rate Swap
Amount for the quarterly Calculation
Period ending immediately preceding that
Quarterly Distribution Date;
CQMFRSP means the sum of the Fixed Amounts paid to Party A
under the Monthly Basis Swap in respect of each
Payment Date since the previous Quarterly
Distribution Date.
16
"QUARTERLY WEIGHTED MARGIN" in relation to a Monthly
Distribution Date means the amount, expressed as a
percentage, determined by the following calculation:
_ _ _ _ _ _ _ _
| | | | | | | |
| CA1 | | CA3 | | CB | | RB |
WM = | --- x CA1M | + | --- x CA3M | + | --- x CBM | + | --- x RBM |
| TSA | | TSA | | TSA | | TSA |
|_ _| |_ _| |_ _| |_ _|
where:
WM means the Weighted Margin in relation to that
Monthly Distribution Date;
CA1 means the A$ Equivalent of the aggregate Invested
Amounts of the Class A-1 Notes on the
Determination Date immediately preceding that
Monthly Distribution Date;
CA1M means the Spread specified in paragraph 5.2 of the
confirmations for the Class A-1 Currency Swap on
that Monthly Distribution Date; CA3 means the A$
Equivalent of the aggregate Invested Amounts of
the Class A-3 Notes on the Determination Date
immediately preceding that Monthly Distribution
Date;
CA3M means the Spread specified in paragraph 5.2 of the
confirmations for the Class A-3 Currency Swap on
that Monthly Distribution Date;
CB means the aggregate of the Invested Amounts of the
Class B Notes on the Determination Date
immediately preceding that Monthly Distribution
Date;
RB means the aggregate of the Invested Amounts of the
Redraw Bonds on the Determination Date immediately
preceding that Monthly Distribution Date;
RBM means the weighted average of the Issue Margins in
respect of the Redraw Bonds outstanding on the
Determination Date immediately prior to that
Monthly Distribution Date during the Accrual
Period ending immediately prior to that Monthly
Distribution Date (based on the Invested Amounts
of those Redraw Bonds);
CBM means the Issue Margin in respect of the Class B
Notes; and
TSA means the sum of CA1, CA3, CB and RB.
"SERIES SUPPLEMENT" means the Series Supplement dated on or
about the date of this Agreement between Party A, Party B,
Homepath Pty Limited ABN 35 081 986 530 and the Manager.
"SERIES TRUST" means the Medallion Trust Series 2007-1G
constituted by the Master Trust Deed and the Series
Supplement.
"SHORT-TERM INVESTMENT INCOME" in relation to a Monthly
Distribution Date means interest and other income received
by Party B
17
during the Collection Period immediately preceding that
Monthly Distribution Date in respect of:
(a) the moneys standing to the credit of the
Collections Account (other than interest earned on
the Collections Account during the Collections
Period in respect of the Cash Advance Deposit, the
Seller Deposit or the Interest Rate Swap Provider
Deposit as calculated, respectively, in accordance
with clauses 8.4 and 8.6 of the Series
Supplement);
(b) amounts representing interest paid by the Servicer
pursuant to clause 22.5 of the Series Supplement;
and
(c) Authorised Short-Term Investments held by the
Series Trust (whether or not reinvested).
"SWAP COLLECTION PERIOD" means:
(a) when designated "Monthly":
(i) the period commencing on (and including) the
Closing Date and ending on (but excluding)
the Determination Date immediately preceding
the first Monthly Distribution Date; and
(ii) with respect to each subsequent
Determination Date immediately preceding a
Monthly Distribution Date, the period
commencing on (and including) the previous
Determination Date and ending on (but
excluding) that Determination Date; and
(b) when designated "Quarterly":
(i) the period commencing on (and including) the
Closing Date and ending on (but excluding)
the Determination Date immediately preceding
the first Quarterly Distribution Date; and
(ii) with respect to each subsequent
Determination Date immediately preceding a
Quarterly Distribution Date, the period
commencing on (and including) the previous
Determination Date immediately preceding a
Quarterly Distribution Date and ending on
(but excluding) that Determination Date.
"VARIABLE INTEREST EARNED" in relation to a Monthly
Distribution Date, and the Monthly Swap Collection Period
ending immediately prior to that Monthly Distribution Date,
means the aggregate of:
(a) all debit entries made during that Monthly Swap
Collection Period to the accounts established in
the Servicer's records for the Mortgage Loans
forming part of the Assets of the Series Trust
representing interest charged at a variable rate
(plus any interest off-set benefits in respect of
Mortgage Interest Saver Accounts which represents
amounts which, if not for the terms of the
Mortgage Interest Saver Accounts, would have
18
been so debited during that Monthly Swap
Collection Period to those accounts to the extent
paid by CBA pursuant to clause 15.4 of the Series
Supplement and deposited to the Collections
Account prior to that Monthly Distribution Date);
and
(b) the aggregate, as at the close of business on the
last day of that Monthly Swap Collection Period,
of all accrued but not charged variable rate
interest on the Mortgage Loans forming part of the
Assets of the Series Trust less the aggregate, as
at the opening of business on the first day of
that Monthly Swap Collection Period, of all
accrued but not charged variable rate interest on
the Mortgage Loans forming part of the Assets of
the Series Trust.
(d) INTERPRETATION:
(i) references to time are references to Sydney time;
(ii) a reference to "WILFUL DEFAULT" in relation to Party B
means, subject to Part 5(6)(d)(iii) of this Schedule, any
wilful failure by Party B to comply with, or wilful breach
by Party B of, any of its obligations under any Transaction
Document, other than a failure or breach which:
A. 1) arises as a result of a breach of a
Transaction Document by a person other than
Party B or other than any other person
referred to in Part 5(6)(d)(iii) of this
Schedule; and
2) the performance of the action (the
non-performance of which gave rise to such
breach) is a precondition to Party B
performing the said obligation;
B. as in accordance with a lawful court order or
direction or is otherwise required by law; or
C. is in accordance with any proper instruction or
direction of:
1) the Secured Creditors given at a meeting (or
deemed meeting) of Secured Creditors
convened under the Security Trust Deed; or
2) the Investors given at a meeting convened
under the Master Trust Deed;
(iii) a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL
DEFAULT" of Party B means the fraud, negligence or wilful
default of Party B and of its officers, employees, agents
and any other person where Party B is liable for the acts
or omissions of such other person under the terms of any
Transaction Document;
(iv) a reference to "NEITHER PARTY" will be construed as a
reference to "NO PARTY"; and
(v) a reference to "OTHER PARTY" will be construed as a
reference to "OTHER PARTIES".
19
(e) ISDA DEFINITIONS: The 2000 ISDA Definitions and the Annex to the
2000 ISDA Definitions, each as published by the International
Swaps and Derivatives Association, Inc ("ISDA") (the "2000 ISDA
DEFINITIONS") as at the date of this Agreement are incorporated
into this Agreement and each Confirmation.
(f) INCONSISTENCY: Subject to Part 5(6)(a) of this Schedule, unless
specified otherwise, in the event of any inconsistency between any
two or more of the following documents in respect of a Transaction
they will take precedence over each other in the following order
in respect of that Transaction:
(i) any Confirmation;
(ii) the Series Supplement;
(iii) the Master Trust Deed;
(iv) this Agreement; and
(v) the 2000 ISDA Definitions.
(g) INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
PROVISIONS: Where in this Agreement 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 or to that other
Transaction Document or provision (as the case may be) will be of
no effect for the purposes of this Agreement unless and until the
amendment is consented to by the parties to this Agreement.
(7) LIMITATION OF LIABILITY: Insert the following Section 15, after Section
14:
"15. Party B's Limitation of Liability
(a) (LIMITATION ON PARTY B'S LIABILITY): Party B enters into this
Agreement only in its capacity as trustee of the Series Trust and
in no other capacity. A liability incurred by Party B acting in
its capacity as trustee of the Series Trust arising under or in
connection with this Agreement is limited to and can be enforced
against Party B only to the extent to which it can be satisfied
out of the Assets of the Series Trust out of which Party B is
actually indemnified for the liability. This limitation of Party
B's liability applies despite any other provision of this
Agreement (other than Section 15(c)) and extends to all
liabilities and obligations of Party B in any way connected with
any representation, warranty, conduct, omission, agreement or
transaction related to this Agreement.
(b) (CLAIMS AGAINST PARTY B): The parties other than Party B may not
sue Party B in respect of liabilities incurred by Party B acting
in its capacity as trustee of the Series Trust in any capacity
other than as trustee of the Series Trust, including seek the
appointment of a receiver (except in relation to Assets of the
Series Trust), or a liquidator, or an administrator, or any
similar person to Party B or prove in any liquidation,
administration or similar arrangements of or affecting Party B
(except in relation to the Assets of the Series Trust).
(c) (BREACH OF TRUST): The provisions of this Section 15 will not
apply to any obligation or liability of Party B to the extent that
it is not satisfied because under the Master Trust Deed, the
Series Supplement or any other Transaction Document or by
operation of law there is a reduction in the extent of Party B's
indemnification out of the Assets of the Series Trust, as a result
of Party B's fraud, negligence or wilful default.
(d) (ACTS OR OMISSIONS): It is acknowledged that the Relevant Parties
are responsible under the Transaction Documents for performing a
variety of obligations relating to
20
the Series Trust. No act or omission of Party B (including any
related failure to satisfy its obligations or any breach of a
representation or warranty under this Agreement) will be
considered fraudulent, negligent or a wilful default of Party B
for the purpose of paragraph (c) of this Section 15 to the extent
to which the act or omission was caused or contributed to by any
Relevant Person or any other person appointed by Party B under any
Transaction Document (other than a person whose acts or omissions
Party B is liable for in accordance with any Transaction Document)
to fulfil its obligations relating to the Series Trust or by any
other act or omission of a Relevant Party or any other such
person.
(e) (NO AUTHORITY): No attorney, agent, receiver or receiver and
manager appointed in accordance with any Transaction Document has
authority to act on behalf of Party B in a way which exposes Party
B to any personal liability and no act or omission of any such
person will be considered fraud, negligence or wilful default of
Party B for the purposes of Section 15(c).
(f) (NO OBLIGATION): Party B is not obliged to enter into any
commitment or obligation under this Agreement or any Transaction
Document (including incur any further liability) unless Party B's
liability is limited in a manner which is consistent with this
Section 15 or otherwise in a manner satisfactory to Party B in its
absolute discretion.".
(8) MONTHLY SWAP STATEMENT: Prior to each Monthly Distribution Date the
Manager will prepare and deliver to Party A and Party B a monthly
payment notice containing the information specified in Annexure 3 of
this Agreement.
(9) FURTHER ASSURANCES: Each party will, upon request by the other party
(the "REQUESTING PARTY") at the expense of the requesting party, perform
all such acts and execute all such agreements, assurances and other
documents and instruments as the requesting party reasonably requires
(and, in the case of Party B, are within the powers granted to Party B
under the Master Trust Deed) to assure and confirm the rights and powers
afforded, created or intended to be afforded or created, under or in
relation to this Agreement and each Transaction or other dealing which
occurs under or is contemplated by it.
(10) INTEREST RATE SWAP AGREEMENT: The parties acknowledge and agree that for
the purposes of the Transaction Documents that this Agreement is an
Interest Rate Swap Agreement and Party A is an Interest Rate Swap
Provider.
(11) PROCEDURES FOR ENTERING INTO TRANSACTIONS:
(a) For the purposes of Section 9(e)(ii), Party A will, by or promptly
after the relevant Trade Date, send Party B and the Manager two
Confirmations substantially in the form set out in Annexure 1 and
2 respectively (or in such other form as may be agreed between
Party A, Party B and the Manager), and Party B and the Manager
must promptly then confirm the accuracy of and sign and return, or
request the correction of each such Confirmation.
(b) Party B will enter into each Transaction in its capacity as
trustee of the Series Trust.
(12) AUTHORISED OFFICER: Each party will be entitled to assume, in the
absence of any knowledge to the contrary, that any person signing any
Confirmation, notice or other written communication issued in respect of
this Agreement on behalf of a party is an Authorised Officer of that
party.
(13) RECORDED CONVERSATIONS: Each party:
(a) consents to the electronic recording of its telephone
conversations with the other
21
party (or any of its associated persons) with or without the use of
an automatic tone warning device;
(b) will provide transcripts of such recordings (if any) upon
reasonable request by the other party (at the reasonable cost of
the party requesting);
(c) acknowledges that such recordings and transcripts can be used as
evidence by either party in any dispute between them; and
(d) acknowledges that neither is obligated to maintain copies of such
recordings and transcripts for the benefit of the other party.
(14) FURTHER FIXED RATE SWAPS AND DOWNGRADING OF PARTY A: Insert the
following new Sections 16, 17, 18 and 19 after Section 15:
"16. FURTHER FIXED RATE SWAPS
(a) If, pursuant to clause 16.6(j) of the Series Supplement, in
order for the Servicer to permit a Conversion the Servicer
requests the Manager (and the Manager directs Party B) to
enter into a Fixed Rate Swap in accordance with this Section
16 for a maximum term not exceeding 15 years, Party B and the
Manager will be deemed to have satisfied their respective
obligations to enter into such Fixed Rate Swap if the
calculation of the Fixed Rate Swap Amount for the purposes of
a Fixed Rate Swap then existing includes the Amounts
Outstanding in relation to the Mortgage Loans the subject of
the Conversion.
(b) If Section 16(a) does not apply and Party B and the Manager
enter into one or more further Fixed Rate Swaps pursuant to
clause 16.6(j) of the Series Supplement to hedge the interest
rate risk of one or more Mortgage Loans the subject of a
Conversion, each such further Fixed Rate Swap must:
(i) (NOTIONAL AMOUNT): have a Notional Amount for each
Calculation Period at least equal to the aggregate
Amounts Outstanding as at the first day of the relevant
Calculation Period in relation to the Mortgage Loans the
subject of the Conversion which have the same fixed rate
and End Date;
(ii) (EFFECTIVE DATE): have as an Effective Date the Monthly
Distribution Date immediately following the last day of
the Monthly Swap Collection Period in which the
Conversion occurs;
(iii) (TERMINATION DATE): have a scheduled Termination Date on
or prior to the tenth anniversary of its Trade Date
unless the Rating Agencies confirm that entering into
the Fixed Rate Swap for a longer period will not result
in a reduction, qualification or withdrawal of the
credit ratings then assigned by them to the Securities;
and
(iv) (CONFIRMATION): in all other respects be confirmed as a
Fixed Rate Swap in accordance with this Agreement and
the sample Confirmation for Fixed Rate Swaps set out in
Annexure 2 to this Agreement.
The Spread applicable to the Floating Amounts, if any, in respect
of each Fixed
22
Rate Swap entered into following a Conversion shall be the Weighted
Margin in respect of the relevant Monthly Distribution Date plus
0.70% per annum.
17. RATINGS DOWNGRADE OF PARTY A - FIXED RATE SWAPS: If, as a result of
the reduction or withdrawal of its credit rating by a Rating
Agency, Party A does not have the Prescribed Ratings in relation to
the Fixed Rate Swaps:
(a) (ACTION BY PARTY A): Party A must:
(i) within 30 Business Days of Party A ceasing to have such
Prescribed Ratings if and while Party A has a long term
credit rating of at least A3 by Xxxxx'x, a short term
credit rating of at least F2 by Fitch or a long term
credit rating of at least BBB+ by Fitch; or
(ii) otherwise, and if sooner, within 5 Business Days of
Party A ceasing to have a long term credit rating of at
least A3 by Xxxxx'x, a short term credit rating of at
least F2 by Fitch or a long term credit rating of at
least BBB+ by Fitch,
(or such greater period as is agreed to in writing by the
Rating Agencies), at its cost alone and at its election
(subject to this Section 17(a)):
(iii) lodge in an Eligible Account as a prepayment of its
obligations in respect of the Fixed Rate Swaps an amount
equal to the Fixed Rate Prepayment Amount as defined in
Section 17(b);
(iv) enter into an agreement novating its rights and
obligations under this Agreement in respect of the Fixed
Rate Swaps to a replacement counterparty acceptable to
the Manager and which the Rating Agencies confirm in
writing will not result in a reduction, qualification or
withdrawal of the credit ratings then assigned by them
to the Securities; or
(v) enter into such other arrangements in respect of all
Fixed Rate Swaps which are satisfactory to the Manager
and which the Rating Agencies confirm in writing will
not result in a reduction, qualification or withdrawal
of the credit ratings then assigned by them to the
Securities,
provided that Party A may not elect to lodge the amounts under
Section 17(a)(iii) if and while it ceases to have a short term
credit rating of at least F2 by Fitch or a long term credit
rating of at least BBB+ by Fitch
(b) (FIXED RATE PREPAYMENT AMOUNT): For the purposes of this
Section 17 the Fixed Rate Prepayment Amount will be an amount
equal to the greater of the following:
(i) where Party A does not have the Prescribed Rating in
respect of the Fixed Rate Swap from each of Xxxxx'x and
Fitch, an amount acceptable to each of Xxxxx'x and Fitch
and sufficient to maintain the credit ratings assigned
to the Securities by each of Xxxxx'x and Fitch
immediately prior to the review of Party A's credit
rating; and
(ii) where Party A does not have the Prescribed Rating in
respect
23
of the Fixed Rate Swap from S&P, the greater of:
A. zero;
B. CR; and
C. the net amount (if any) as determined by the
Manager that is expected to be due by Party A to
Party B in respect of the Fixed Rate Swap on the
immediately following Monthly Distribution Date
(calculated on the basis that there will be no
prepayments made by the Mortgagors under the
Mortgage Loans then being charged interest at a
fixed rate and no conversion of the interest rate
payable under any Mortgage Loan from a fixed rate
to a variable rate or from a variable rate to a
fixed rate during the relevant Monthly Swap
Collection Period).
Where:
CR = MM + V
"MM" means the aggregate of the mark-to-market value
(whether positive or negative) of all Fixed Rate Swaps
determined in accordance with Section 17(c) no earlier
than 3 Business Days prior to the date that the Fixed
Rate Prepayment Amount is lodged.
"V" means the volatility buffer, being the value
calculated by multiplying the aggregate Notional Amounts
(as defined in the relevant Confirmations) of the Fixed
Rate Swaps at the most recent Monthly Distribution Date
by the relevant percentage obtained from the following
table:
COUNTERPARTY MATURITIES UP TO 5 MATURITIES UP TO 10 MATURITIES GREATER
RATING YEARS YEARS THAN 10 YEARS
----------------------------------------------------------------------------
A-2 6.50% 8.25% 11.75%
A-3 10.00% 14.50% 31.75%
BB+ or lower 13.00% 25.75% 68.50
(c) (MARK TO MARKET VALUE): Party A must calculate the
mark-to-market value of the Fixed Rate Swaps by obtaining 2
bids from counterparties with the Prescribed Ratings willing
to provide the Fixed Rate Swaps in the absence of Party A. The
mark-to-market value may be a positive or a negative amount. A
bid has a negative value if the payment to be made is from the
counterparty to Party A and has a positive value if the
payment to be made is from Party A to the counterparty. The
mark-to-market value is the higher of the bids (on the basis
that any bid of a positive value is higher than any bid of a
negative value).
(d) (RECALCULATION): Party A must recalculate the Fixed Rate
Prepayment Amount (including the CR and the mark-to-market
value) on a weekly basis. If:
(i) the recalculated Fixed Rate Prepayment Amount is greater
24
than the immediately preceding Fixed Rate Prepayment
Amount, Party A must make an additional prepayment in
accordance with Section 17(a)(iii) within 3 Business
Days of such recalculation so that the Fixed Rate
Prepayment Balance equals the recalculated Fixed Rate
Prepayment Amount; or
(ii) the recalculated Fixed Rate Prepayment Amount is less
than the immediately preceding Fixed Rate Prepayment
Amount, Party B must upon the direction of the Manager
withdraw an amount from the Eligible Account referred to
in Section 17(a)(iii) and pay it to Party A within 3
Business Days of receiving notice of such recalculation
so that the remaining Fixed Rate Prepayment Balance
after such withdrawal equals the recalculated Fixed Rate
Prepayment Amount.
(e) (INTEREST): Interest will be payable by Party B on any
prepayment by Party A under this Section 17 in accordance with
clause 8.6 of the Series Supplement.
(f) (UTILISATION): If the Fixed Rate Prepayment Balance is applied
towards an amount payable by Party A in accordance with
Section 2(f)(i) Party A must within 3 Business Days make an
additional prepayment in accordance with Section 17(a)(iii)
equal to the amount so applied.
(g) (REPAYMENT): If Party A regains the Prescribed Rating in
respect of the Fixed Rate Swaps Party B must, upon the
direction of the Manager, repay to Party A the then Fixed Rate
Prepayment Balance.
(h) (VARIATION OF MANNER OF SATISFACTION): Notwithstanding that
Party A has elected to satisfy its obligations pursuant to
this Section 17 in a particular manner, it may subsequently
and from time to time vary the manner in which it satisfies
its obligations pursuant to this Section 17 (but will not be
entitled to any additional grace period in relation to such a
variation).
18. DOWNGRADING OF PARTY A - BASIS SWAPS
If, as a result of the reduction or withdrawal of its credit rating
by a Rating Agency, Party A does not have the Prescribed Rating in
respect of a Basis Swap, Party A must:
(a) (30 BUSINESS DAYS): within 30 Business Days of Party A ceasing
to have the Prescribed Rating if and while Party A has a short
term credit rating of at least P-1 by Xxxxx'x, a short term
credit rating of at least F2 by Fitch or a long term credit
rating of at least BBB+ by Fitch; or
(b) (5 BUSINESS DAYS): otherwise, and if sooner, within 5 Business
Days of Party A ceasing to have a short term credit rating of
at least P-1 by Xxxxx'x, a short term credit rating of at
least F2 by Fitch or a long term credit rating of at least
BBB+ by Fitch;
(or such greater period as is agreed to in writing by Xxxxx'x) (the
"POSTING PERIOD"), at its cost alone and at its election:
(c) (PREPAYMENT):
25
(i) on or before the last day of the Posting Period, pay to
Party B as a prepayment of its obligations under each
Basis Swap for the then Calculation Period, the relevant
net amount (if any) that is expected to be due by Party
A to Party B at the end of that Calculation Period;
(ii) in the case of the Monthly Basis Swap, on each Monthly
Distribution Date which follows such prepayment, pay to
Party B as a prepayment of its obligations under the
Monthly Basis Swap for the Calculation Period commencing
on each such Monthly Distribution Date, the net amount
(if any) that is expected to be due by Party A to Party
B at the end of that Calculation Period less any Monthly
Basis Swap prepayments relating to any prior Monthly
Distribution Date held in the Basis Prepayment Balance;
and
(iii) in the case of the Quarterly Basis Swap, on each
Quarterly Distribution Date which follows such
prepayment, pay to Party B as a prepayment of its
obligations under the Quarterly Basis Swap for the
Calculation Period commencing on each such Quarterly
Distribution Date, the net amount (if any) that is
expected to be due by Party A to Party B at the end of
that Calculation Period less any Quarterly Basis Swap
prepayments relating to any prior Quarterly Distribution
Date held in the Basis Prepayment Balance at the end of
that Quarterly Distribution Date,
as determined by the Manager, by depositing such net amount
(if any) into the Collections Account in cleared funds; or
(d) (OTHER ARRANGEMENTS): enter into some other arrangement
satisfactory to the Manager and Party B which the Rating
Agencies confirm will not result in a reduction, qualification
or withdrawal of the credit ratings then assigned by them to
the Securities. A prepayment on the first day of any
Calculation Period by Party A under Section 18(c) will
constitute a prepayment of Party A's payment obligations (to
the extent thereof) in respect of each Basis Swap for the
Calculation Period commencing on the relevant Monthly or
Quarterly Distribution Date. Notwithstanding that Party A has
elected to satisfy its obligations pursuant to this Section 18
in a particular manner, it may subsequently and from time to
time vary the manner in which it satisfies its obligations
pursuant to this Section 18 (but will not be entitled to any
additional grace period in relation to such a variation).
Interest will be payable by Party B on any prepayment by Party
A under this Section 18 in accordance with clause 8.6 of the
Series Supplement.
26
19. SECURITIES REPAID
On the date that the Invested Amount in respect of the Securities
has been reduced to zero, or the Securities are redeemed in full or
are deemed to have been redeemed in full under the Series
Supplement, whichever is the earlier, Party A's obligations under
Sections 17 and 18 will cease and Party B must pay to Party A on
that date the Outstanding Interest Rate Swap Prepayment Amount and
interest on such payment.".
(15) TRANSFER:
Section 7 is replaced with:
"7. ESSENTIAL TERM: TRANSFER
(a) Neither the interests nor the obligations of either party in
or under this Agreement (including any Transaction) are
capable of being assigned or transferred (whether at law, in
equity or otherwise), charged or the subject of any trust
(other than the Series Trust or the trusts created pursuant to
any Credit Support Document in relation to Party B) or other
fiduciary obligation. Any action by a party which purports to
do any of these things is void.
(b) Nothing in this Section 7:
(i) restricts a transfer by a party after the other party
has agreed to the variation of this Agreement to the
extent necessary to permit such transfer;
(ii) restricts a novation of the interests and obligations of
a party in or under this Agreement (including any
Transaction) including, but not limited to, for the
purposes of giving effect to a transfer under Section
6(b)(ii);
(iii) restricts a transfer by a party of all or any part of
its interest in any amount payable to it from a
Defaulting Party under Section 6(e); or
(iv) restricts Party B from granting security over a
Transaction or this Agreement pursuant to any Credit
Support Document in relation to Party B,
provided that the Rating Agencies have confirmed that such
transfer, variation or assignment by way of security (as the
case may be) will not result in a reduction, qualification or
withdrawal of the credit ratings then assigned by them to the
Securities.
(c) Each party acknowledges that the other party enters into this
Agreement and each Transaction on the basis that this Section
7 must be strictly observed and is essential to the terms of
this Agreement (including each Transaction)."
(16) KNOWLEDGE OR AWARENESS
Subject to Section 12(a), each party will only be considered to have
knowledge or awareness of, or notice of, a thing or grounds to believe
anything by virtue of the officers of that party or any Related Body
Corporate of that party which have the day to day responsibility for the
administration or management of that party's (or a Related Body
Corporate of that party's) obligations in relation to the Series Trust
or the Transactions entered into under this Agreement having actual
knowledge, actual awareness or actual notice of that thing, or grounds
or reason to believe that thing (and similar references will be
interpreted in this way).
27
(17) INTEREST RATE BASIS CAP
The parties agree that any Interest Rate Basis Cap entered into between
them pursuant to clause 16.6(k) of the Series Supplement will be entered
into as a transaction governed by the terms of this Agreement.
(18) AMENDMENT TO THIS AGREEMENT
The parties to this Agreement may only amend this Agreement in
accordance with clause 33.1(b) of the Series Supplement.
(19) KNOW YOUR CUSTOMER
Subject to any confidentiality, privacy or general trust law obligations
owed by Perpetual Trustee Company Limited to Noteholders and any
applicable confidentiality or privacy laws, each party ("INFORMATION
PROVIDER") agrees to provide any information and documents reasonably
required by another party for that other party to comply with any
applicable anti-money laundering or counter-terrorism financing laws
including, without limitation, any laws imposing "know your customer" or
other identification checks or procedures on a party, but only to the
extent that such information is in the possession of, or otherwise
readily available to, the Information Provider. Any party may decline to
perform any obligation under the Transaction Documents to the extent
that it forms the view, in its reasonable opinion, that notwithstanding
that it has taken all reasonable steps to comply with such anti-money
laundering or counter-terrorism financing laws, it is required to
decline to perform those obligations under any such laws.
(20) COMPLIANCE WITH REGULATION AB
The Interest Rate Swap Provider acknowledges and agrees that to the
extent it agrees with the Manager that the Interest Rate Swap Provider
is "participating in the servicing function" in relation to the Series
Trust within the meaning of Item 1122 of Regulation AB, clauses 16.31(b)
and (d) of the Series Supplement will apply to this Agreement as if
references to "the Servicer" in those clauses were references to the
Interest Rate Swap Provider and the definition of "Subcontractor" in
clause 1.1 of the Series Supplement will be construed accordingly.
28
ANNEXURE 1A
FORM OF CONFIRMATION FOR MONTHLY BASIS SWAP - MEDALLION TRUST SERIES 2007-1G
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Securitisation Advisory Services Pty.
Limited Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 12 00 Xxxxxx Xxxxx
000 Xxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 2000
Attention: Manager, Securitisation
Attention: Manager, Securitisation
SWAP CONFIRMATION - MONTHLY BASIS SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [_], as amended, novated or supplemented from time
to time (the "AGREEMENT"), between Commonwealth Bank of Australia, ABN 48 123
123 124 ("PARTY A"), Perpetual Trustee Company Limited as trustee of the Series
Trust ("PARTY B") and Securitisation Advisory Services Pty. Limited (the
"MANAGER"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
OUR REFERENCE: [___]
TRADE DATE: [___]
EFFECTIVE DATE: [___]
TERMINATION DATE: Means the earlier of:
(a) the Step-Up Date but only if:
(i) the Issue Margins (as defined
in the Offered Note Conditions
in respect of the Offered
Notes) in respect of the
Offered Notes, Class A-2 Notes
and the Class A-4 Notes
increase as and from the
Step-Up Date; and
(ii) the weighted average Mortgage
Rate applicable to the Mortgage
Loans forming part of the
Assets of the Series Trust
which are charged interest at a
variable rate is equal to or
greater than the then Threshold
Rate.
(b) the date that all the Securities
have been redeemed in
29
full; and
(c) the Termination Date for the
Series Trust,
subject to the Following Business Day
Convention
NOTIONAL AMOUNT: With respect to each monthly
Calculation Period means the Monthly
Basis Swap Amount for that monthly
Calculation Period
FLOATING ADMINISTERED RATE AMOUNTS:
Floating Administered Rate Payer: Party B
Floating Administered Rate Payer Each Monthly Distribution Date
Payment Dates:
Floating Rate Option: Monthly Basis Swap Administered Rate
in relation to the relevant Monthly
Distribution Date
Floating Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING BBSW WEIGHTED RATE AMOUNTS:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Each Monthly Distribution Date
Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the monthly
Calculation Period
Spread: Monthly Weighted Margin in respect of
the relevant Monthly Distribution
Date plus 0.70% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
BUSINESS DAY: Sydney
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Manager
OTHER PROVISIONS: For the purposes of the Agreement,
the Transaction to which this
Confirmation relates is a Basis Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
30
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000 001 COMMONWEALTH BANK OF AUSTRALIA, ABN 48
007, as trustee of the Medallion Trust 123 123 124
Series 2007-1G
By: By:
-------------------------------- --------------------------------
(Authorised Officer) (Authorised Officer)
Name: Name:
-------------------------------- --------------------------------
Title: Title:
-------------------------------- --------------------------------
SIGNED for and on behalf of
SECURITISATION ADVISORY
SERVICES PTY. LIMITED, ABN 88 064 133 946
By:
--------------------------------
(Authorised Officer)
Name:
--------------------------------
Title:
--------------------------------
31
ANNEXURE 1B
FORM OF CONFIRMATION FOR QUARTERLY BASIS SWAP - MEDALLION TRUST SERIES 2007-1G
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Securitisation Advisory Services Pty.
Limited Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 12 00 Xxxxxx Xxxxx
000 Xxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 2000
Attention: Manager, Securitisation
Attention: Manager, Securitisation
SWAP CONFIRMATION - QUARTERLY BASIS SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [_], as amended, novated or supplemented from time
to time (the "AGREEMENT"), between Commonwealth Bank of Australia, ABN 48 123
123 124 ("PARTY A"), Perpetual Trustee Company Limited as trustee of the Series
Trust ("PARTY B") and Securitisation Advisory Services Pty. Limited (the
"MANAGER"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
OUR REFERENCE: [___]
TRADE DATE: [___]
EFFECTIVE DATE: [___]
TERMINATION DATE: Means the earlier of:
(a) the Step-Up Date but only if:
(i) the Issue Margins (as defined
in the Offered Note Conditions
in respect of the Offered
Notes) in respect of the
Offered Notes, the Class A-2
Notes and the Class A-4 Notes
increase as and from the
Step-Up Date; and
(ii) the weighted average Mortgage
Rate applicable to the Mortgage
Loans forming part of the
Assets of the Series Trust
which are charged interest at a
variable rate is equal to or
greater than the then Threshold
Rate.
(b) the date that all the Securities
have been redeemed in
32
full; and
(c) the Termination Date for the
Series Trust,
subject to the Following Business Day
Convention
NOTIONAL AMOUNT: With respect to each quarterly
Calculation Period means the
Quarterly Basis Swap Amount for that
quarterly Calculation Period
FLOATING ADMINISTERED RATE AMOUNTS:
Floating Administered Rate Payer: Party B
Floating Administered Rate Payer Each Quarterly Distribution Date
Payment Dates:
Floating Rate Option: Quarterly Basis Swap Administered
Rate in relation to the relevant
Quarterly Distribution Date
Floating Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING BBSW WEIGHTED RATE AMOUNTS:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Each Quarterly Distribution Date
Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the quarterly
Calculation Period
Spread: Quarterly Weighted Margin in respect
of the relevant Quarterly
Distribution Date plus 0.70% per
annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
BUSINESS DAY: Sydney
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Manager
OTHER PROVISIONS: For the purposes of the Agreement,
the Transaction to which this
Confirmation relates is a Basis Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
33
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000 001 COMMONWEALTH BANK OF AUSTRALIA, ABN 48
007, as trustee of the Medallion Trust 123 123 124
Series 2007-1G
By: By:
-------------------------------- --------------------------------
(Authorised Officer) (Authorised Officer)
Name: Name:
-------------------------------- --------------------------------
Title: Title:
-------------------------------- --------------------------------
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY.
LIMITED, ABN 88 064 133 946
By:
--------------------------------
(Authorised Officer)
Name:
--------------------------------
Title:
--------------------------------
34
ANNEXURE 2A
FORM OF CONFIRMATION FOR MONTHLY FIXED RATE SWAP - MEDALLION TRUST SERIES
2007-1G
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Securitisation Advisory Services Pty.
Limited Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 12 00 Xxxxxx Xxxxx
000 Xxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 2000
Attention: Manager, Securitisation
Attention: Manager, Securitisation
SWAP CONFIRMATION - MONTHLY FIXED RATE SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [_], as amended, novated or and supplemented from
time to time (the "AGREEMENT"), between Commonwealth Bank of Australia, ABN 48
123 123 124 ("PARTY A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("PARTY B") and Securitisation Advisory Services Pty. Limited (the
"MANAGER"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
OUR REFERENCE: [___]
TRADE DATE: [___]
EFFECTIVE DATE: [___]
TERMINATION DATE: Means the earlier of:
(a) the date that all the Securities
have been redeemed in full; and
(b) the Termination Date for the
Series Trust,
subject to the Following Business Day
Convention
NOTIONAL AMOUNT: With respect to each monthly
Calculation Period means the Monthly
Fixed Rate Swap Amount for that
monthly Calculation Period
FIXED AMOUNTS:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Dates: Each Monthly Distribution Date
35
Fixed Rate: The Monthly Fixed Swap Administered
Rate in relation to the relevant
Monthly Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each Monthly Distribution Date
Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the monthly
Calculation Period
Spread: Monthly Weighted Margin in respect of
the relevant Monthly Distribution
Date plus 0.70% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
BUSINESS DAY: Sydney
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Manager
OTHER PROVISIONS: For the purposes of the Agreement,
the Transaction to which this
Confirmation relates is a Fixed Rate
Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000 001 COMMONWEALTH BANK OF AUSTRALIA, ABN 48
007, as trustee of the Medallion Trust 123 123 124
Series 2007-1G
By: By:
-------------------------------- --------------------------------
(Authorised Officer) (Authorised Officer)
Name: Name:
-------------------------------- --------------------------------
Title: Title:
-------------------------------- --------------------------------
36
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY.
LIMITED, ABN 88 064 133 946
By:
--------------------------------
(Authorised Officer)
Name:
--------------------------------
Title:
--------------------------------
37
ANNEXURE 2B
FORM OF CONFIRMATION FOR QUARTERLY FIXED RATE SWAP - MEDALLION TRUST SERIES
2007-1G
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Limited Securitisation Advisory Services Pty.
ABN 42 000 001 007 Limited
as trustee of the Series Trust ABN 88 064 133 946
Level 12 Level 7
000 Xxxx Xxxxxx 00 Xxxxxx Xxxxx
XXXXXX XXX 0000 XXXXXX XXX 0000
Attention: Manager, Securitisation
Attention: Manager, Securitisation
SWAP CONFIRMATION - QUARTERLY FIXED RATE SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [_____], as amended, novated or and supplemented
from time to time (the "AGREEMENT"), between Commonwealth Bank of Australia, ABN
48 123 123 124 ("PARTY A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("PARTY B") and Securitisation Advisory Services Pty. Limited (the
"MANAGER"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
OUR REFERENCE: [____]
TRADE DATE: [____]
EFFECTIVE DATE: [____]
TERMINATION DATE: Means the earlier of:
(a) the date that all the Securities
have been redeemed in full; and
(b) the Termination Date for the Series
Trust,
subject to the Following Business Day
Convention
NOTIONAL AMOUNT: With respect to each quarterly
Calculation Period means the Quarterly
Fixed Rate Swap Amount for that quarterly
Calculation Period
FIXED AMOUNTS:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Each Quarterly Distribution Date
Dates:
38
Fixed Rate: The Quarterly Fixed Swap Administered
Rate in relation to the relevant
Quarterly Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each Quarterly Distribution Date
Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the quarterly
Calculation Period
Spread: Quarterly Weighted Margin in respect of
the relevant Quarterly Distribution Date
plus 0.70% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
BUSINESS DAY: Sydney
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Manager
OTHER PROVISIONS: For the purposes of the Agreement, the
Transaction to which this Confirmation
relates is a Fixed Rate Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of COMMONWEALTH
TRUSTEE COMPANY LIMITED, ABN 42 000 BANK OF AUSTRALIA, ABN 48 123 123 124
001 007, as trustee of the Medallion
Trust Series 2007-1G
By: By:
------------------------------ ---------------------------------
(Authorised Officer) (Authorised Officer)
Name: Name:
------------------------------ ---------------------------------
Title: Title:
------------------------------ ---------------------------------
39
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY.
LIMITED, ABN 88 064 133 946
By:
------------------------------
(Authorised Officer)
Name:
------------------------------
Title:
------------------------------
40
ANNEXURE 2C
FORM OF CONFIRMATION FOR OTHER FIXED RATE SWAPS - MEDALLION TRUST SERIES 2007-1G
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Limited Securitisation Advisory Services Pty.
ABN 42 000 001 007 Limited
as trustee of the Series Trust ABN 88 064 133 946
Level 12 Level 7
000 Xxxx Xxxxxx 00 Xxxxxx Xxxxx
XXXXXX XXX 0000 XXXXXX XXX 2000
Attention: Manager, Securitisation
Attention: Manager, Securitisation
SWAP CONFIRMATION - OTHER FIXED RATE SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [___], as amended, novated or and supplemented from
time to time (the "AGREEMENT"), between Commonwealth Bank of Australia, ABN 48
123 123 124 ("PARTY A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("PARTY B") and Securitisation Advisory Services Pty. Limited (the
"MANAGER"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
OUR REFERENCE: [___]
TRADE DATE: [___]
EFFECTIVE DATE: [___]
TERMINATION DATE: Means the earlier of:
(a) the date that all the Securities
have been redeemed in full; and
(b) the Termination Date for the
Series Trust,
subject to the Following Business Day
Convention
NOTIONAL AMOUNT: With respect to each Calculation Period
means the Other Fixed Rate Swap Amount
for that Calculation Period
FIXED AMOUNTS:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Dates: Each [Monthly/Quarterly] Distribution
Date
41
Fixed Rate: The [Monthly/Quarterly] Fixed Swap
Administered Rate in relation to the
relevant [Monthly/Quarterly]
Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each [Monthly/Quarterly]Distribution
Dates: Date
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the
[monthly/quarterly] Calculation Period
Spread: [Monthly/Quarterly]Weighted Margin in
respect of the relevant Distribution
Date plus 0.70% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
BUSINESS DAY: Sydney
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Manager
OTHER PROVISIONS: For the purposes of the Agreement, the
Transaction to which this Confirmation
relates is a Fixed Rate Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of COMMONWEALTH
TRUSTEE COMPANY LIMITED, ABN 42 000 BANK OF AUSTRALIA, ABN 48 123 123 124
001 007, as trustee of the Medallion
Trust Series 2007-1G
By: By:
------------------------------ ---------------------------------
(Authorised Officer) (Authorised Officer)
Name: Name:
------------------------------ ---------------------------------
Title: Title:
------------------------------ ---------------------------------
42
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY.
LIMITED, ABN 88 064 133 946
By:
------------------------------
(Authorised Officer)
Name:
------------------------------
Title:
------------------------------
43
ANNEXURE 3
MONTHLY PAYMENT NOTICE - MEDALLION TRUST SERIES 2007-1G
TO: COMMONWEALTH BANK OF AUSTRALIA, ABN 48 123 123 124 ("PARTY A")
AND TO: PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 001 007, as trustee of
the Series Trust, ("PARTY B")
FROM: SECURITISATION ADVISORY SERVICES PTY. LIMITED, ABN 88 064 133 946 (the
"MANAGER")
ISDA MASTER AGREEMENT dated [___] between Party A, Party B and the Manager (the
"AGREEMENT")
Determination Date:
The Manager has determined and gives notice of the following:
1. MONTHLY BASIS SWAPS
(a) Notional Amount for the current Calculation Period:
(b) Monthly Basis Swap Administered Rate for the current Calculation
Period just ended:
2. MONTHLY FIXED RATE SWAPS
(a) Notional Amount for the current Calculation Period:
(b) Monthly Fixed Rate Administered Rate for the current Calculation
Period just ended:
3. MONTHLY RATE SET
One-month Bank Bill Rate for the current Calculation Period:
Monthly Weighted Margin for the current Calculation Period:
4. QUARTERLY BASIS SWAPS (ONLY ON A QUARTERLY DISTRIBUTION DATE)
(a) Notional Amount for the current Calculation Period:
(b) Quarterly Basis Swap Administered Rate for the current Calculation
Period just ended:
5. QUARTERLY FIXED RATE SWAPS (ONLY ON A QUARTERLY DISTRIBUTION DATE)
(a) Notional Amount for the current Calculation Period:
(b) Quarterly Fixed Rate Administered Rate for the current Calculation
Period just ended:
6. QUARTERLY RATE SET (ONLY ON A QUARTERLY DISTRIBUTION DATE)
(a) Three-month Bank Bill Rate for the current Calculation Period:
(b) Quarterly Weighted Margin for the current Calculation Period:
44
7. BREAK COSTS
The Break Costs (if any) in respect of the Determination Date:
8. NET AMOUNT
(a) Net amount due for payment by Party A on the immediately following
Payment Date:
(b) Net amount due for payment by Party B on the immediately following
Payment Date:
Terms used and not otherwise defined in this notice have the same meaning as in
the Agreement, as amended, supplemented or novitiate from time to time.
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY.
LIMITED, ABN 88 064 133 946
By:
------------------------------
(Authorised Officer)
Name:
------------------------------
Title:
------------------------------
45
CONFIRMATION FOR QUARTERLY BASIS SWAP - MEDALLION TRUST SERIES 2007-1G
Date:
TO: Perpetual Trustee Company Securitisation Advisory Services
Limited Pty. Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 12 00 Xxxxxx Xxxxx
000 Xxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 0000
Attention: Manager, Securitisation
Attention: Manager, Securitisation
SWAP CONFIRMATION - QUARTERLY BASIS SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of 15 February 2007 , as amended, novated or
supplemented from time to time (the "AGREEMENT"), between Commonwealth Bank of
Australia, ABN 48 123 123 124 ("PARTY A"), Perpetual Trustee Company Limited as
trustee of the Series Trust ("PARTY B") and Securitisation Advisory Services
Pty. Limited (the "MANAGER"). All provisions contained in the Agreement govern
this Confirmation except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
OUR REFERENCE: 103184
TRADE DATE: February 16, 2007
EFFECTIVE DATE: February 27, 2007
TERMINATION DATE: Means the earlier of:
(a) the Step-Up Date but only if :
(i) the Issue Margins (as defined
in the Offered Note Conditions
in respect of the Offered
Notes) in respect of the
Offered Notes, the Class A-2
Notes and the Class A-4 Notes
increase as and from the
Step-Up Date; and
(ii) the weighted average Mortgage
Rate applicable to the Mortgage
Loans forming part of the
Assets of the Series Trust
which are charged interest at a
variable rate is equal to or
greater than the then Threshold
Rate.
(b) the date that all the Securities
have been redeemed in full; and
(c) the Termination Date for the Series
Trust,
subject to the Following Business Day
Convention
NOTIONAL AMOUNT: With respect to each quarterly
Calculation Period means the Quarterly
Basis Swap Amount for that quarterly
Calculation Period
FLOATING ADMINISTERED RATE AMOUNTS:
Floating Administered Rate Payer: Party B
Floating Administered Rate Payer Each Quarterly Distribution Date
Payment Dates:
Floating Rate Option: Quarterly Basis Swap Administered Rate in
relation to the relevant Quarterly
Distribution Date
Floating Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING BBSW WEIGHTED RATE AMOUNTS:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Each Quarterly Distribution Date
Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the quarterly
Calculation Period
Spread: Quarterly Weighted Margin in respect of
the relevant Quarterly Distribution Date
plus 0.70% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
BUSINESS DAY: Sydney
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Manager
OTHER PROVISIONS: For the purposes of the Agreement, the
Transaction to which this Confirmation
relates is a Basis Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of COMMONWEALTH
TRUSTEE COMPANY LIMITED, ABN 42 BANK OF AUSTRALIA, ABN 48 123 123 124
000 001 007, as trustee of the
Medallion Trust Series 2007-1G
By: By:
--------------------------------- ------------------------------------
(Authorised Officer) (Authorised Officer)
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY.
LIMITED, ABN 88 064 133 946
By:
--------------------------------
(Authorised Officer)
Name:
-------------------------------
Title:
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CONFIRMATION FOR QUARTERLY FIXED RATE SWAP - MEDALLION TRUST SERIES 2007-1G
Date:
TO: Perpetual Trustee Company Limited Securitisation Advisory Services Pty.
ABN 42 000 001 007 Limited
as trustee of the Series Trust ABN 88 064 133 946
Level 12 Level 7
000 Xxxx Xxxxxx 00 Xxxxxx Xxxxx
XXXXXX XXX 0000 XXXXXX XXX 0000
Attention: Manager, Securitisation Attention: Manager, Securitisation
SWAP CONFIRMATION - QUARTERLY FIXED RATE SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of 15 February 2007, as amended, novated or and
supplemented from time to time (the "AGREEMENT"), between Commonwealth Bank of
Australia, ABN 48 123 123 124 ("PARTY A"), Perpetual Trustee Company Limited as
trustee of the Series Trust ("PARTY B") and Securitisation Advisory Services
Pty. Limited (the "MANAGER"). All provisions contained in the Agreement govern
this Confirmation except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
OUR REFERENCE: 103183
TRADE DATE: February 16, 2007
EFFECTIVE DATE: February 27, 2007
TERMINATION DATE: Means the earlier of:
(a) the date that all the Securities
have been redeemed in full; and
(b) the Termination Date for the Series
Trust,
subject to the Following Business Day
Convention
NOTIONAL AMOUNT: With respect to each quarterly
Calculation Period means the Quarterly
Fixed Rate Swap Amount for that quarterly
Calculation Period
FIXED AMOUNTS:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Dates: Each Quarterly Distribution Date
Fixed Rate: The Quarterly Fixed Swap Administered
Rate in relation to the relevant
Quarterly Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each Quarterly Distribution Date
Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the quarterly
Calculation Period
Spread: Quarterly Weighted Margin in respect of
the relevant Quarterly Distribution Date
plus 0.70% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
BUSINESS DAY: Sydney
BUSINESS DAY CONVENTION: Following
CALCULATION AGENT: The Manager
OTHER PROVISIONS: For the purposes of the Agreement, the
Transaction to which this Confirmation
relates is a Fixed Rate Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of COMMONWEALTH
TRUSTEE COMPANY LIMITED, ABN 42 000 BANK OF AUSTRALIA, ABN 48 123 123 124
001 007, as trustee of the Medallion
Trust Series 2006-1G
By: By:
--------------------------------- ------------------------------------
(Authorised Officer) (Authorised Officer)
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------- ---------------------------------
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY.
LIMITED, ABN 88 064 133 946
By:
---------------------------------
(Authorised Officer)
Name:
-------------------------------
Title:
------------------------------
