Exhibit 10.3
Interest Rate Swap Agreement
Exhibit 10.3
XXXXXXX XXX
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Commonwealth Bank of Australia
ABN 48 123 123 124
Party A
Perpetual Trustee Company Limited
ABN 42 000 001 007
Party B
Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946
Manager
Series 2002-1G Medallion Trust
ISDA Master Agreement
(Interest Rate Swap Agreement)
XXXXXXX XXX
Lawyers
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Our ref - 801/784/21697903 Contact - Xxx Xxxxxxxx
Sydney . Melbourne . Brisbane . Perth . Canberra . Darwin
Liability is limited by the Solicitors Scheme under the Professional Standards
Act 1994 NSW
Schedule
to the
MASTER AGREEMENT
dated as of 14 February 2002 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 Series 2002-1G Medallion Trust
("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)(v) Section 5(a)(viii) Section 5(b)(iv)
Section 5(a)(iii) Section 5(a)(vi) Section 5(b)(ii)
Section 5(a)(iv) Section 5(a)(vii) Section 5(b)(iii)
(ii) The following provisions of Section 5 will not apply to Party B:
Section 5(a)(ii) Section 5(a)(v) Section 5(a)(viii) Section 5(b)(iv)
Section 5(a)(iii) Section 5(a)(vi) Section 5(b)(ii)
Section 5(a)(iv) Section 5(a)(vii) Section 5(b)(iii)
(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 the Basis Swap, Loss will apply; and
B. in respect of the Fixed Rate Swap and the Interest Rate Basis
Cap, Market Quotation will apply;
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(ii) A. in respect of the Basis Swap, neither the First Method nor the
Second Method will apply; and
B. in respect of the Fixed Rate Swap and the Interest Rate Basis
Cap, 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 Swap is the only Affected Transaction:
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 Swap.
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.
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
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party the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required to Form/Document/Certificate Date by which to be delivered
deliver document
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 following a request by a party.
Agreement 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 Form/Document/Certificate Date by which to be delivered Covered by
to deliver Section 3(d)
document Representation
Party A A certificate from Party A (or, On execution and delivery of Yes
if available, Party A's current any 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 On or at any time prior to the No
and the Manager validity and enforceability of Closing Date.
that party's 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 Not less than 5 Business Days Yes
Manager) of the Credit Support (or such lesser period as Party
Document and (without A agrees to) before the Trade
limiting any obligation Party B Date of the first occurring
may have under the terms of Transaction and in the case of
the Credit Support Document to any amending documents
notify Party A of amendments) entered into subsequent to that
a copy (certified by the date, promptly after each
Manager) of any document that amending document (if any)
amends in any way the terms of has been entered into.
the Credit Support Document.
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.
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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 0
0 Xxxxxxxxxxx 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.
(e) Calculation Agent. The Calculation Agent is the Manager.
(f) Credit Support Document. Details of any Credit Support Document:
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(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 New South Wales and Section
13(b)(i) is deleted and replaced by the following:
"(i) submits to the non-exclusive jurisdiction of the courts
of New South Wales 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 the following groups of
Transactions:
Group 1 - all Transactions being swaps
Group 2 - all Transactions being interest rate options
(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)(i) add the following sentence:
"Each payment will be by way of exchange for the corresponding
payment or payments payable by the other party.".
(b) 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.".
(c) 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) of this Agreement and has no future
payment obligations, whether absolute or contingent
under Section 2(a)(i).".
(d) Add the following new sentence to Section 2(b):
"Each new account so designated will be in the same tax
jurisdiction as the original
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account.".
(e) 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 not take into account amounts
due on that Payment Date pursuant to Sections 2(g), 17, 18 or
19.".
(f) Delete Section 2(d)(i)(4) in its entirety.
(g) 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)".
(h) 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 the 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 Net Break Payment
determined by the Manager on the preceding
Determination Date in accordance with the Series
Supplement; and
(ii) Party A will pay Party B any Net Break Receipt
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
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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.
(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, 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
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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".
(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:
8
(a) Master Trust Deed and Series Supplement: Subject to Part 5(6)
(h) 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)(h) 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 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, the 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)
"Basis Swap Administered Rate" means, in relation to a
Distribution Date, the amount determined in accordance
with the following calculation and expressed as a
percentage:
9
BSA
(SII x --------------------) + VIE
FRSA + OFRSA + BSA 365
BSAR = ------------------------------------- x ----
BSA n
where:
BSAR = the Basis Swap Administered Rate for that Distribution
Date;
SII = the Short-Term Investment Income in relation to that
Distribution Date;
FRSA = the Fixed Rate Swap Amount for the Calculation Period
ending immediately before that Distribution Date;
OFRSA = the Other Fixed Rate Swap Amount for the Calculation
Period ending immediately before that Distribution
Date;
BSA = the Basis Swap Amount for the Calculation Period ending
immediately before that Distribution Date;
VIE = the Variable Interest Earned in relation to that
Distribution Date; and
n = the number of days in the Swap Collection Period
immediately preceding that Distribution Date.
"Basis Swap" means 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 1 (or as otherwise
agreed between Party A, Party B and the Manager).
"Basis Swap Amount" in relation to a Calculation Period means
the aggregate Amounts Outstanding in relation to all Mortgage
Loans being charged a variable rate as at the opening of
business on the Determination Date falling within the 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 the Trustee
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 Distribution Date,
and the Swap Collection Period ending immediately prior to that
Distribution Date, means the aggregate of:
. all debit entries made during that 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
10
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 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 Distribution Date); and
. the aggregate, as at the close of business on the last day
of that 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 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.
"Fixed Swap Administered Rate" means in relation to a
Distribution Date, the amount determined in accordance with the
following calculation and expressed as a percentage:
FRSA + OFRSA
(SII x --------------------) + FIE
FRSA + OFRSA + BSA 365
FSAR = ------------------------------------ x ---
FRSA n
where:
FSAR = the Fixed Swap Administered Rate for that Distribution
Date;
SII = the Short Term Investment Income in relation to that
Distribution Date;
FRSA = the Fixed Rate Swap Amount for the Calculation Period
ending immediately before that Distribution Date; and
OFRSA = the Other Fixed Rate Swap Amount for the Calculation
Period ending immediately before that Distribution Date;
BSA = the Basis Swap Amount for the Calculation Period ending
immediately before that Distribution Date;
FIE = the Fixed Interest Earned in relation to that
Distribution Date; and
n = the number of days in the Swap Collection Period
immediately preceding that Distribution Date.
"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), (d)(i) or
(f) and which has not been utilised pursuant to Section 2(f)(i)
or repaid to Party A pursuant to Sections 17(d)(ii) or (g).
"Fixed Rate Swap Amount" in relation to a Calculation Period
means:
(a) the aggregate Amounts Outstanding in relation to all
Mortgage Loans (excluding Mortgage Loans being charged a
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variable rate), as certified by the Manager to the
Trustee, as at the opening of business on the
Determination Date falling within the preceding
Calculation Period;
(b) less the Other Fixed Rate Swap Amount in relation to
that Calculation Period.
"Fixed Rate Swap" means 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 2 (or as otherwise
agreed between Party A, Party B and the Manager) and each
Transaction entered into pursuant to Section 16.;
"Fixed Swap Rate" means that the rate for a Reset Date will be
the rate calculated by taking the weighted average of the
interest rates charged in respect of each account established
in the Mortgage Loan System for the Mortgage Loans charged a
fixed rate of interest on that Reset Date, rounded up to four
decimal places.;
"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.;
"Other Fixed Rate Swap Amount" in relation to a Calculation
Period means the aggregate Amounts Outstanding as at the
opening of business on the Determination Date falling within
the preceding Calculation Period in respect of each Mortgage
Loan where a further Fixed Rate Swap has been entered into, and
is 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, either a long
term rating of A2 or a short term rating of P-1 or
higher by Xxxxx'x, a short term rating of F1 by Fitch
and either a long term rating of A or a short term
rating of A-1 by S&P; and
(b) in respect of the Basis Swap, short term ratings of
P-1 by Xxxxx'x and F1 by Fitch and either a long term
rating of A or a short term rating of A-1 by S&P.;
"Series Supplement" means the Series Supplement dated on or
about the date of this Agreement between Party A, Homepath Pty
Limited, ABN 35 081 986 530, Party B and the Manager.;
"Series Trust" means the Series 2002-1G Medallion Trust
constituted by the Master Trust Deed and the Series Supplement.;
"Short-Term Investment Income" in relation to a Distribution
Date
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means interest and other income received by the Trustee during
the Swap Collection Period immediately preceding that
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 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) with respect to the first Determination Date, the period
commencing on (and including) the Closing Date and
ending on (but excluding) that Determination Date; and
(b) with respect to each subsequent Determination Date,
the period commencing on (and including) the previous
Determination Date and ending on (but excluding) that
Determination Date.
"Variable Interest Earned" in relation to a Distribution Date,
and the Swap Collection Period ending immediately prior to that
Distribution Date, means the aggregate of:
. all debit entries made during that 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 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
Distribution Date); and
. the aggregate, as at the close of business on the last day
of that 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 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.
"Variable Swap Rate" means that the rate for a Reset Date will
be the rate calculated by taking the weighted average of the
interest rates charged in respect of each account established
in the Mortgage Loan System for the Mortgage Loans charged a
variable interest rate on that
13
Reset Date, rounded up to four decimal places.
"Weighted Margin" in relation to a Distribution Date means the
amount, expressed as a percentage, determined by the following
calculation:
( CA1 x CA1M ) + ( CA2 x CA2M ) + ( CB x CBM ) + ( RB x RBM ) + ( SR x SRM )
WM = ---- ---- ---- ---- ----
TSA TSA TSA TSA TSA
where:
WM = the Weighted Margin;
CA1 = the A$ Equivalent of the aggregate Stated Amounts of the
Class A-1 Notes on the Determination Date immediately
preceding that Distribution Date;
CA1M = the Spread specified in paragraph 5.2 of the
confirmations for the Class A-1 Currency Swaps on that
Distribution Date;
CA2 = the aggregate of the Stated Amounts of the Class A-2
Notes on the Determination Date immediately preceding
that Distribution Date;
CA2M = the Issue Margin in respect of the Class A-2 Notes
during the Accrual Period ending immediately prior to
that Distribution Date;
CB = the aggregate of the Stated Amounts of the Class B Notes
on the Determination Date immediately preceding that
Distribution Date;
CBA = the Issue Margin in respect of the Class B Notes;
RB = the aggregate of the Stated Amounts of the Redraw Bonds
on the Determination Date immediately preceding that
Distribution Date;
RBM = the weighted average of the Issue Margins in respect of
the Redraw Bonds outstanding on the Determination Date
immediately prior to that Distribution Date during the
Accrual Period ending immediately prior to that
Distribution Date (based on the Stated Amounts of those
Redraw Bonds);
SR = the Standby Redraw Facility Principal on the
Determination Date immediately preceding that
Distribution Date;
SRM = the Drawdown Margin as defined in the Standby Redraw
Facility Agreement; and
TSA = the sum of CA1, CA2, CB, RB and SR.".
(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
14
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 nonperformance
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 (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) Swap Transaction: Any reference to a:
(i) "Swap Transaction" in the 2000 ISDA Definitions is deemed
to be a
15
reference to a "Transaction" for the purpose of
interpreting this Agreement or any Confirmation; and
(ii) "Transaction" in this Agreement or any Confirmation is
deemed to be a reference to a "Swap Transaction" for the
purpose of interpreting the 2000 ISDA Definitions.
(h) 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 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
16
omission of a Relevant Party or any other such person.
(e) (No Obligation): The Trustee is not obliged to enter into any
commitment or obligation under this Agreement or any Transaction
Document (including incur any further liability) unless the
Trustee's liability is limited in a manner which is consistent
with this Section 15 or otherwise in a manner satisfactory to
the Trustee in its absolute discretion.".
(8) Quarterly Swap Statement: Prior to each Distribution Date the Manager
will prepare and deliver to Party A and Party B a quarterly 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;
(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:
17
"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
Distribution Date immediately following the last day
of the 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 Distribution Date plus 0.71%
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 Rating in relation to the Fixed Rate
Swaps, Party A must:
(a) (Fitch or Xxxxx'x ): where it ceases to have the Prescribed
Ratings from Fitch or Xxxxx'x in relation to the Fixed Rate Swap:
(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 and a short term
credit rating of at least F2 by Fitch; or
(ii) otherwise, and if sooner, within 5 Business Days of Party
A
18
ceasing to have a long term credit rating of at least A3
by Xxxxx'x and a short term credit rating of at least F2
by Fitch,
(or such greater period as is agreed to in writing by each relevant
Rating Agency), at its cost alone and at its election:
(iii) provided that Party A then has assigned to it a short term
credit rating of at least F2 by Fitch, 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(c);
or
(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; and
(b) (S&P): where it ceases to have the Prescribed Rating in relation
to the Fixed Rate Swap from S&P at its cost alone:
(i) immediately seek to enter into, and enter into by no later
than 60 days after Party A ceases to have the Prescribed
Ratings in respect of the Fixed Rate Swap from S&P, an
agreement novating its rights and obligations under this
Agreement in respect of the Fixed Rate Swap to a
replacement counterparty which holds the Prescribed
Ratings in respect of the Fixed Rate Swap and, if a
transfer in accordance with this Section 17(b)(i) has not
occurred within 30 days after Party A ceases to have the
Prescribed Ratings in respect of the Fixed Rate Swap from
S&P, 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(c); or
(ii) (if Party A is unable to effect a transfer in accordance
with Section 17(b)(i) within 60 days of Party A ceasing to
have the Prescribed Rating in respect of the Fixed Rate
Swap from S&P or if Party A otherwise elects) enter into
such other arrangements in respect of the Fixed Rate Swap
which are satisfactory to the Manager and which each
Rating Agency confirms in writing will not result in a
reduction, qualification or withdrawal of the credit
ratings then assigned by it to the Notes.
(c) (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
19
of the Fixed Rate Swap from Fitch, an amount
acceptable to Fitch and sufficient to maintain
the credit ratings assigned to the Securities by
Fitch immediately prior to the review of Party
A's credit rating;
(ii) where Party A does not have the Prescribed Rating
in respect of the Fixed Rate Swap from Xxxxx'x,
an amount acceptable to Xxxxx'x and sufficient to
maintain the credit ratings assigned to the
Securities by Xxxxx'x immediately prior to the
review of Party A's credit rating; and
(iii) where Party A does not have the Prescribed Rating
in respect of the Fixed Rate Swap from S&P, the
greater of:
A. zero;
B. CR;
C. an amount equal to 1 percent of the then
Amounts Outstanding of all Mortgage Loans
then being charged interest at a fixed
rate; and
D. 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
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 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(d) 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 Distribution Date by the relevant
percentage obtained from the following table:
--------------------------------------------------------------------------------
Where the period Where the period Where the period
between the date of between the date of between the date of
recalculation and the recalculation and the recalculation and the
weighted average of weighted average of weighted average of
the maturity dates of the maturity dates of the maturity dates of
the then fixed rate the then fixed rate the then fixed rate
periods in respect of periods in respect of periods in respect of
--------------------------------------------------------------------------------
20
-------------------------------------------------------------------------------
Mortgage Loans Mortgage Loans Mortgage Loans
forming part of the forming part of the forming part of the
Assets of the Series Assets of the Series Assets of the Series
Trust which are Trust which are Trust which are
charged a fixed rate charged a fixed rate of charged a fixed rate of
of interest is less than interest is greater than interest is greater than
or equal to 5 years 5 years and less than 10 years
or equal to 10 years
--------------------------------------------------------------------------------
1.5 3.15 6
-------------------------------------------------------------------------------
(d) (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).
(e) (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) or (b) (i) 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) or (b)(i) 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.
(f) (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.
(g) (Utilisation): If the Fixed Rate Prepayment Balance is
applied towards an amount payable by Party A in
accordance with Section 2(f) Party A must within 3
Business Days make an additional prepayment in accordance
with Section 17(a)(iii) or (b)(i) equal to the amount so
applied.
(h) (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.
(i) (Variation of Manner of Satisfaction): Notwithstanding
that Party A
21
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 Swap
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 the 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 short term credit ratings of at least P-1 by
Xxxxx'x and at least F2 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 and at least F2
by Fitch;
(or such greater period as is agreed to in writing by each
relevant Rating Agency) (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 the Basis Swap for the then Calculation
Period, the net amount (if any) that is expected
to be due by Party A to Party B at the end of
that Calculation Period; and
(ii) on each of the following Distribution Dates, pay
to Party B as a prepayment of its obligations
under the Basis Swap for the Calculation Period
commencing on each such 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 the then Basis Prepayment Balance at
the end of that 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 the
Basis Swap for the Calculation Period commencing on that
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.
22
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).
23
(18) 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.
(19) 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.
24
Annexure 1
Form of confirmation for Basis Swap - Series 2002-1G Medallion Trust
[Commonwealth Bank of Australia Letterhead]
[DATE]
To: Perpetual Trustee Company Limited Securitisation Advisory Services
Pty Limited
ABN 42 000 001 007 ABN 88a 064 133 946
as trustee of the Series Trust Xxxxx 0
Xxxxx 0 00 Xxxxxx Xxxxx
0 Xxxxxxxxxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 0000
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - 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, novitiate or
supplemented from time to time (the "Agreement"), between Commonwealth Bank of
Australia, ABN 48123 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 Call Date but only if:
(i) the Issue Margins (as
defined in the US
Dollar Note Conditions
in respect of the Class
A-1 Notes) in respect
of the Class A-1 Notes
and Class A-2 Notes
increase as and from
the Call 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;
25
(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 Calculation
Period means the Basis Swap Amount for
that Calculation Period
Floating Administered Rate
Amounts:
Floating Administered Rate Party B
Payer:
Floating Administered Rate Each Distribution Date
Payer Payment Dates:
Floating Rate Option: Basis Swap Administered Rate in
relation to the 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 Distribution Date
Payment Dates:
Floating Rate Option: Bank Xxxx Rate for the Accrual Period
corresponding to the Calculation Period
Spread: Weighted Margin in respect of the
relevant Distribution Date plus 0.71%
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 the 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.
26
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 Series 2002-1G ABN 48 123 123 124
Medallion Trust
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: _____________________________
27
Annexure 2
Form of Confirmation for Fixed Rate Swaps - Series 2002-1G Medallion Trust
[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 0 00 Xxxxxx Xxxxx
0 Xxxxxxxxxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 0000
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - 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, novitiate 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
Fixed Rate Swap Amount for that Calculation Period
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payment Each Distribution Date
Dates:
28
Fixed Rate:: The Fixed Swap Administered Rate in relation to the
Distribution Date
Fixed Rate Day Count Actual/365 (Fixed)
Fraction:
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Each Distribution Date
Payment Dates:
Floating Rate Option: Bank Xxxx Rate for the Accrual Period corresponding
to the Calculation Period
Spread: Weighted Margin in respect of the relevant
Distribution Date plus 0.71% 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 the 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
TRUSTEE COMPANY LIMITED, ABN 42 000 COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Series 2002-1G ABN 48 123 123 124
Medallion Trust
By: ____________________________ By: ____________________________
(Authorised Officer) (Authorised Officer)
Name: ____________________________ Name: ____________________________
Title: ____________________________ Title: ____________________________
29
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By: ____________________________
(Authorised Officer)
Name: ____________________________
Title: ____________________________
30
Annexure 3
Quarterly Payment Notice - Series 2002-1G Medallion Trust
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 andthe Manager (the "Agreement")
Determination Date:
The Manager has determined and gives notice of the following:
1. Basis Swap
(a) Notional Amount for the current Calculation Period:
(b) Basis Swap Administered Rate for the current Calculation Period just
ended:
2. Fixed Rate Swap
(a) Notional Amount for the current Calculation Period:
(b) Fixed Rate Administered Rate for the current Calculation Period just
ended:
3. Rate Set
(a) Bank Xxxx Rate for the current Calculation Period:
(b) Weighted Margin for the current Calculation Period:
4. Net Break Receipts and Payments
(a) The Net Break Receipt (if any) in respect of the Determination Date:
(b) The Net Break Payment (if any) in respect of the Determination Date:
5. 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 novated from time to time.
31
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
32
