XXXXXXX XXX
Medallion Trust Series [_]
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 [____________________________] ON + 61 2 9353 4000
Xxxxxxx Xxx
Lawyers
Levels 19-35 No. 0 X'Xxxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
XX Xxx X0 Xxxxxxxxx Xxxxxx Xxxxxx XXX 0000
T + 61 2 9353 4000 F + 61 2 8220 6700
XXX.XXXXXXXXXX.XXX
Our reference [__________________]
i
SCHEDULE
TO THE
MASTER AGREEMENT
DATED AS OF [_] 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 [_]
("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.
2
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)
required or reasonably requested by a learning that such document
party in connection with its obligations or certificate is required
to make a payment under this Agreement and (b) as soon as reasonably
which would enable that party to make the practicable following a
payment free from any deduction or request by a party.
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:
COVERED BY
PARTY REQUIRED TO SECTION 3(D)
DELIVER 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.
3
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
Xxxxx 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
Xxxxx 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
Xxxxx 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.
4
(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
10
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").
11
"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.
12
"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 + MFSRA + QFRSA + MOFRSA + QOFRSA MFRSA + MOFRSA + QFRSA + QOFRSA 365
MFSAR = [ ------------------------------------------------------------------------------------------------------- ] x ---
MFRSA + MOFRSA NM
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 XX XX
WM = (--- x CA2M) + (--- x RBM) + (--- x SRM)
TSA 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;
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;
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);
SR means the Standby Redraw Facility Principal on the
Determination Date immediately preceding that Monthly
Distribution Date;
SRM means the Drawdown Margin as defined in the Standby Redraw
Facility Agreement; and
TSA means the sum of CA2, RB and SR.
"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.
14
"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
(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
15
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
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;
16
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.
"QUARTERLY WEIGHTED MARGIN" in relation to a Monthly
Distribution Date means the amount, expressed as a percentage,
determined by the following calculation:
CAI CA3 CB
WM = (--- x CAIM) + (--- x CA3M) + (--- x CBM)
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;
CBA means the Issue Margin in respect of the Class B Notes;
and
TSA means the sum of CA1, CA3 and CB.
"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 [_] 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 during the Collection Period immediately preceding that
Monthly Distribution Date in respect of:
17
(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 8.6 and 8.8 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 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
18
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".
(e) ISDA DEFINITIONS: The 2000 ISDA Definitions and the Annex to the 2000
ISDA Definitions, each as published by the International Swaps and
Derivatives
19
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 xxx
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 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
20
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 party (or any of its associated persons) with or
without the use of an automatic tone warning device;
21
(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 10 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 Rate Swap entered into following a Conversion shall be the
Weighted Margin in respect of the relevant Monthly Distribution Date
plus [_]% per annum.
22
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 of the Fixed Rate Swap from S&P, the greater of:
A. zero;
23
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 xxxx-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 [___]% [___]% [___]%
A-3 [___]% [___]% [___]%
BB+ or lower [___]% [___]% [___]%
(c) (XXXX TO MARKET VALUE): Party A must calculate the xxxx-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 xxxx-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 xxxx-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 xxxx-to-market value)
on a weekly basis. If:
(i) the recalculated Fixed Rate Prepayment Amount is greater
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
24
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 8.8 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):
(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
25
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 8.8 of the Series Supplement.
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:
26
"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).
(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.
27
(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 [_]
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Limited Securitisation Advisory Services Pty.
Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Xxxxx 0
Xxxxx 00 00 Xxxxxx Xxxxx
000 Xxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 0000
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 and Class A-2 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 Party B
Rate Payer:
Floating Administered Each Monthly Distribution Date
Rate Payer Payment
Dates:
Floating Rate Option: Monthly Basis Swap Administered Rate in relation to
the relevant Monthly Distribution Date
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
FLOATING BBSW WEIGHTED
RATE AMOUNTS:
Floating BBSW Rate Party A
Payer:
Floating BBSW Rate Each Monthly Distribution Date
Payer Payment Dates:
Floating Rate Option: Bank Xxxx Rate for the Accrual Period corresponding
to the monthly Calculation Period
Spread: Monthly Weighted Margin in respect of the relevant
Monthly Distribution Date plus [_____]% per annum
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
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 COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Medallion ABN 48 123 123 124
Trust Series [___]
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 [_]
[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
Xxxxx 00 Xxxxx 0
000 Xxxx Xxxxxx 00 Xxxxxx Xxxxx
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 [_], 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 and Class A-2 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 Party B
Payer:
Floating Administered Rate Each Quarterly Distribution Date
Payer Payment Dates:
Floating Rate Option: Quarterly Basis Swap Administered Rate in
relation to the relevant Quarterly Distribution
Date
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
FLOATING BBSW WEIGHTED RATE
AMOUNTS:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Each Quarterly Distribution Date
Payment Dates:
Floating Rate Option: Bank Xxxx Rate for the Accrual Period
corresponding to the quarterly Calculation
Period
Spread: Quarterly Weighted Margin in respect of the
relevant Quarterly Distribution Date plus [_]%
per annum
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
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 COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Medallion ABN 48 123 123 124
Trust Series [_]
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 [_]
[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
Xxxxx 00 Xxxxx 0
000 Xxxx Xxxxxx 00 Xxxxxx Xxxxx
XXXXXX XXX 0000 XXXXXX XXX 0000
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 Each Monthly Distribution Date
35
Dates:
Fixed Rate:: The Monthly Fixed Swap Administered Rate in
relation to the relevant Monthly Distribution
Date
Fixed Rate Day Count Actual/365 (Fixed)
Fraction:
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each Monthly Distribution Date
Dates:
Floating Rate Option: Bank Xxxx Rate for the Accrual Period
corresponding to the monthly Calculation Period
Spread: Monthly Weighted Margin in respect of the
relevant Monthly Distribution Date plus [_]%
per annum
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
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 [_]
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 [__]
[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
Xxxxx 00 Xxxxx 0
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
38
Dates:
Fixed Rate: The Quarterly Fixed Swap Administered Rate in
relation to the relevant Quarterly Distribution
Date
Fixed Rate Day Count Actual/365 (Fixed)
Fraction:
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each Quarterly Distribution Date
Dates:
Floating Rate Option: Bank Xxxx Rate for the Accrual Period
corresponding to the quarterly Calculation
Period
Spread: Quarterly Weighted Margin in respect of the
relevant Quarterly Distribution Date plus [_]%
per annum
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
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 [_]
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 [__]
[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
Xxxxx 00 Xxxxx 0
000 Xxxx Xxxxxx 00 Xxxxxx Xxxxx
XXXXXX XXX 0000 XXXXXX XXX 0000
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 Actual/365 (Fixed)
Fraction:
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each [Monthly/Quarterly]Distribution Date
Dates:
Floating Rate Option: Bank Xxxx 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 [__]% per
annum
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
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 [_____]
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 [__]
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 Xxxx 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 Xxxx 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
