[XXXXXXX XXX LOGO OMITTED]
MEDALLION TRUST SERIES 2005-1G
ISDA MASTER AGREEMENT
(INTEREST RATE SWAP AGREEMENT)
COMMONWEALTH BANK OF AUSTRALIA
ABN 48 123 123 124
PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
SECURITISATION ADVISORY SERVICES PTY. LIMITED
ABN 88 064 133 946
If you have any questions about the details of this document
PLEASE CONTACT XXXXXX XXXXXXX ON + 61 2 9353 4679
Xxxxxxx Xxx
Lawyers
Levels 19-35 Xx. 0 X'Xxxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
PO Box H3 Australia Square Sydney NSW 1215
T + 61 2 9353 4000 F + 61 2 8220 6700
xxx.xxxxxxxxxx.xxx
Our reference 174/657/80019362
i
SCHEDULE
TO THE
MASTER AGREEMENT
DATED AS OF 21 JANUARY 2005 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 2005-1G
("PARTY B")
PART 1. TERMINATION PROVISIONS
(a) "SPECIFIED ENTITY" in relation to
(i) Party A, is not applicable; and
(ii) Party B, is not applicable.
(b) "SPECIFIED TRANSACTION" means - not applicable.
(c) (i) The following provisions of Section 5 will not apply to Party A:
Section 5(a)(ii) Section 5(a)(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 each Basis Swap, Loss will apply; and
B. in respect of each Fixed Rate Swap and the Interest Rate
Basis Cap (if any), Market Quotation will apply;
1
(ii) A. in respect of each Basis Swap, neither the First Method
nor the Second Method will apply; and
B. in respect of each Fixed Rate Swap and the Interest Rate
Basis Cap (if any), the Second Method will apply; and
(iii) the definition of "Loss" is amended by adding the following
sentence at the end of that definition:
"However in relation to a Terminated Transaction that is a Basis
Swap, each party's Loss is deemed to be zero.".
(f) "TERMINATION CURRENCY" means Australian dollars.
(g) ADDITIONAL TERMINATION EVENT. The following is an Additional Termination
Event in relation to which Party B is the only Affected Party and the
Basis Swaps are the only Affected Transactions:
If, on any day on which the weighted average Mortgage Rate applicable to
the Mortgage Loans forming part of the Assets of the Series Trust which
are charged interest at a variable rate is equal to or greater than the
then Threshold Rate, Party A notifies Party B and each Rating Agency of
its intention to terminate the Basis Swaps.
PART 2. TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to any other party
under this Agreement. In making this representation, it may rely on:
(i) the accuracy of any representations made by the other party
pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of the other party contained
in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver a
form or document under Section 4(a)(iii) by reason of material prejudice
to its legal or commercial position.
(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of this
Agreement, Party A will and Party B will make the following
representation:
It is an Australian resident and does not derive the payments under this
Agreement in part or whole in carrying on business in a country outside
Australia at or through a permanent establishment of itself in that
country.
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PART 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE:
PARTY REQUIRED TO FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED
DELIVER DOCUMENT
Party A and Party B Any document or certificate On the earlier of (a) learning
reasonably required or that such document or certificate
reasonably requested by a is required and (b) as soon as
party in connection with its reasonably practicable following a
obligations to make a payment request by a party.
under this 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 TO FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED COVERED BY
DELIVER DOCUMENT SECTION 3(d)
REPRESENTATION
Party A A certificate from Party A On execution and delivery of any Yes
(or, if available, Party A's Confirmation unless that
current authorised signature certificate has already been
book) specifying the names, supplied for that purpose and
title and specimen signatures remains true and in effect and when
of the Authorised Officers of the list is updated or upon
Party A. 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 (or Yes
Manager) of the Credit Support such lesser period as Party A
Document and (without limiting agrees to) before the Trade Date of
any obligation Party B may the first occurring Transaction and
have under the terms of the in the case of any amending
Credit Support Document to documents entered into subsequent
notify Party A of amendments) to that date, promptly after each
a copy (certified by the amending document (if any) has been
Manager) of any document that entered into.
amends in any way the terms of
the Credit 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
Level 1
00 Xxxxxx Xxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Attention: Manager, Securitisation
Facsimile No.: 612 9378 2481
Address for notices or communications to PARTY B:
Address: Perpetual Trustee Company Limited
Level 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
Level 0
00 Xxxxxx Xxxxx
Xxxxxx XXX 0000
XXXXXXXXX
Attention: Manager, Securitisation
Facsimile No.: 612 9378 2481
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent - Not Applicable
Party B appoints as its Process Agent - Not Applicable
(c) OFFICES. The provisions of Section 10(a) will not apply to this
Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement.
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
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(e) CALCULATION AGENT. The Calculation Agent is the Manager.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
(i) in relation to Party A: Nil;
(ii) in relation to Party B: the Security Trust Deed.
(g) CREDIT SUPPORT PROVIDER.
(i) In relation to Party A: Not Applicable.
(ii) In relation to Party B: Not Applicable.
(h) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws in force in the State of 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 the
State 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 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)(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
5
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 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
6
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,
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.
7
(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:
(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
8
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, 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
9
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 (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 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
10
(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 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
11
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").
"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;
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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.
"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
13
Date means the amount, expressed as a percentage,
determined by the following calculation:
- - - - - -
| CA2 | | RB | | SR |
WM = | --- X CA2M | + | --- X RBM | + | --- X SRM |
| TSA | | TSA | | TSA |
- - - - - -
where:
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
14
entered into, and are then current, to hedge the
interest rate risk in respect of the Mortgage
Loan pursuant to Section 16(b).
"OUTSTANDING INTEREST RATE SWAP PREPAYMENT AMOUNT" means
the sum of the then Basis Prepayment Balance and the
then Fixed Rate Prepayment Balance.
"PRESCRIBED RATINGS" means:
(a) in respect of the Fixed Rate Swaps, either a
long term rating of A2 or a short term rating of
P-1 or higher by Xxxxx'x and a short term rating
of A-1 by S&P; and
(b) in respect of the Basis Swaps, short term
ratings of P-1 by Xxxxx'x and 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]X365 / NQ
QBSAR means the Quarterly Basis Swap Administered Rate
in relation to the Quarterly Distribution Date;
QBSA means the Quarterly Basis Swap Amount for the
quarterly Calculation Period ending immediately
before that Quarterly Distribution Date;
NQ means the number of days in the Quarterly Swap
Collection Period ending immediately before that
Quarterly Distribution Date;
CQVCI means the sum of the Variable Interest Earned in
respect of the Monthly Swap Collection Period
ending immediately before each Monthly
Distribution Date since the previous Quarterly
Distribution Date;
CQBSII means the sum of the Short-Term Investment
Income in respect of each Monthly Distribution
Date since the previous Quarterly Distribution
Date;
QBSS means the Quarterly Basis Swap Share
determined in accordance with the
following calculation and expressed as a
percentage:
QBSS = QBSA / (QBSA + QFRSA + QOFRSA)
where:
QBSA means the Quarterly Basis Swap Amount
for the quarterly Calculation Period
ending immediately before that Quarterly
Distribution Date;
15
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;
QOFRSA means the Quarterly Other Fixed Rate
Swap
16
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:
- - - - - -
| CA1 | | CA3 | | CB |
WM = | --- X CA1M | + | --- 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 ABN35 081 986 530,and the
Manager.
"SERIES TRUST" means the Series 2005-1G Medallion Trust
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:
(a) the moneys standing to the credit of the
Collections Account
17
(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
Collections Account prior to that Monthly
Distribution Date);
18
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
19
Definitions, each as published by the International Swaps and
Derivatives Association, Inc ("ISDA") (the "2000 ISDA
DEFINITIONS") as at the date of this Agreement are incorporated
into this Agreement and each Confirmation.
(f) INCONSISTENCY: Subject to Part 5(6)(a) of this Schedule, unless
specified otherwise, in the event of any inconsistency between
any two or more of the following documents in respect of a
Transaction they will take precedence over each other in the
following order in respect of that Transaction:
(i) any Confirmation;
(ii) the Series Supplement;
(iii) the Master Trust Deed;
(iv) this Agreement; and
(v) the 2000 ISDA Definitions.
(g) SWAP TRANSACTION: Any reference to a:
(i) "SWAP TRANSACTION" in the 2000 ISDA Definitions is
deemed to be a 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
sue Party B in respect of liabilities incurred by Party B acting
in its capacity as trustee of the Series Trust in any capacity
other than as trustee of the Series Trust, including seek the
appointment of a receiver (except in relation to Assets of the
Series Trust), or a liquidator, or an administrator, or any
similar person to Party B or prove in any liquidation,
administration or similar arrangements of or affecting Party B
(except in relation to the Assets of the Series Trust).
20
(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 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.
21
(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:
"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
22
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 0.70% per annum.
17. RATINGS DOWNGRADE OF PARTY A - FIXED RATE SWAPS: If, as a result of the
reduction or withdrawal of its credit rating by a Rating Agency, Party A
does not have the Prescribed Ratings in relation to the Fixed Rate
Swaps:
(a) (ACTION BY PARTY A): Party A must:
(i) within 30 Business Days of Party A ceasing to have such
Prescribed Ratings if and while Party A has a long term
credit rating of at least A3 by Xxxxx'x; 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,
(or such greater period as is agreed to in writing by the Rating
Agencies), at its cost alone and at its election:
(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(c);
(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.
(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 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
(ii) where Party A does not have the Prescribed Rating in
respect
23
of the Fixed Rate Swap from S&P, the greater of:
A. zero;
B. CR; and
C. the net amount (if any) as determined by the
Manager that is expected to be due by Party A to
Party B in respect of the Fixed Rate Swap on the
immediately following Monthly Distribution Date
(calculated on the basis that there will be no
prepayments made by the Mortgagors under the
Mortgage Loans then being charged interest at a
fixed rate and no conversion of the interest
rate payable under any Mortgage Loan from a
fixed rate to a variable rate or from a variable
rate to a fixed rate during the relevant Monthly
Swap Collection Period).
Where:
CR = MM + V
"MM" means the aggregate of the mark-to-market value
(whether positive or negative) of all Fixed Rate Swaps
determined in accordance with Section 17(c) no earlier
than 3 Business Days prior to the date that the Fixed
Rate Prepayment Amount is lodged.
"V" means the volatility buffer, being the value
calculated by multiplying the aggregate Notional Amounts
(as defined in the relevant Confirmations) of the Fixed
Rate Swaps at the most recent Monthly Distribution Date
by the relevant percentage obtained from the following
table:
-------------------------------------------------------
COUNTERPARTY MATURITIES MATURITIES MATURITIES
RATING UP TO 5 UP TO 10 GREATER
YEARS YEARS THAN 10
YEARS
-------------------------------------------------------
A-2 6.50% 8.25% 11.75%
--------------
A-3 10.00% 14.50% 31.75%
--------------
BB+ or lower 13.00% 25.75% 68.50
-------------------------------------------------------
(c) (MARK TO MARKET VALUE): Party A must calculate the
mark-to-market value of the Fixed Rate Swaps by
obtaining 2 bids from counterparties with the Prescribed
Ratings willing to provide the Fixed Rate Swaps in the
absence of Party A. The mark-to-market value may be a
positive or a negative amount. A bid has a negative
value if the payment to be made is from the counterparty
to Party A and has a positive value if the payment to be
made is from Party A to the counterparty. The
mark-to-market value is the higher of the bids (on the
basis that any bid of a positive value is higher than
any bid of a negative value).
(d) (RECALCULATION): Party A must recalculate the Fixed Rate
Prepayment
24
Amount (including the CR and the mark-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 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; 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;
(or such greater period as is agreed to in writing by Xxxxx'x) (the
"POSTING PERIOD"), at its cost alone and at its election:
25
(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 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.".
26
(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).
(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
27
33.1(b) of the Series Supplement.
28
ANNEXURE 1A
FORM OF CONFIRMATION FOR MONTHLY BASIS SWAP - SERIES 2005-1G MEDALLION TRUST
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Securitisation Advisory Services Pty.
Limited Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 7 00 Xxxxxx Xxxxx
0 Xxxxxxxxxxx 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.
29
(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 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 Actual/365 (Fixed)
Count 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 Bill Rate for the Accrual Period
corresponding to the monthly Calculation Period
Spread: Monthly Weighted Margin in respect of the
relevant Monthly Distribution Date plus 0.70%
per annum
Floating Rate Day Actual/365 (Fixed)
Count 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, ABN 48
001 007, as trustee of the Series 123 123 124
2005-1G 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: -------------------------------
31
ANNEXURE 1B
FORM OF CONFIRMATION FOR QUARTERLY BASIS SWAP - SERIES 2005-1G MEDALLION TRUST
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Securitisation Advisory Services Pty.
Limited Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 7 00 Xxxxxx Xxxxx
0 Xxxxxxxxxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 0000
Attention: Manager, Securitisation
Attention: Manager, Securitisation
SWAP CONFIRMATION - QUARTERLY BASIS SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], 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 Party B
Rate Payer:
Floating Administered Each Quarterly Distribution Date
Rate Payer Payment
Dates:
Floating Rate Option: Quarterly Basis Swap Administered Rate in
relation to the relevant Quarterly Distribution
Date
Floating Rate Day Actual/365 (Fixed)
Count Fraction:
FLOATING BBSW WEIGHTED
RATE AMOUNTS:
Floating BBSW Rate Party A
Payer:
Floating BBSW Rate Each Quarterly Distribution Date
Payer Payment Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the quarterly Calculation Period
Spread: Quarterly Weighted Margin in respect of the
relevant Quarterly Distribution Date plus 0.70%
per annum
Floating Rate Day Actual/365 (Fixed)
Count 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, ABN 48
001 007, as trustee of the Series 123 123 124
2005-1G 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:
-------------------------------
34
ANNEXURE 2A
FORM OF CONFIRMATION FOR MONTHLY FIXED RATE SWAP - SERIES 2005-1G MEDALLION TRUST
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Securitisation Advisory Services Pty.
Limited Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 7 00 Xxxxxx Xxxxx
0 Xxxxxxxxxxx Xxxxxx 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 rlevant Monthly Distribution Date
Fixed Rate Day Count Actual/365 (Fixed)
Fraction:
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Each Monthly Distribution Date
Payment Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the monthly Calculation Period
Spread: Monthly Weighted Margin in respect of the
relevant Monthly Distribution Date plus 0.70%
per annum
Floating Rate Day Actual/365 (Fixed)
Count 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 TRUSTEE
COMPANY LIMITED, ABN 42 000 001 COMMONWEALTH BANK OF AUSTRALIA,
007, as trustee of the Series 2005-1G ABN 48 123 123 124
Medallion Trust
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 - SERIES 2005-1G MEDALLION
TRUST
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Securitisation Advisory Services Pty.
Limited Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 7 00 Xxxxxx Xxxxx
0 Xxxxxxxxxxx Xxxxxx 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 Each Quarterly Distribution Date
Payment Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the quarterly Calculation Period
Spread: Quarterly Weighted Margin in respect of the
relevant Quarterly Distribution Date plus 0.70%
per annum
Floating Rate Day Actual/365 (Fixed)
Count 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 TRUSTEE
COMPANY LIMITED, ABN 42 000 001 007, as COMMONWEALTH BANK OF AUSTRALIA,
trustee of the Series 2005-1G ABN 48 123 123 124
Medallion Trust
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 - SERIES 2005-1G MEDALLION TRUST
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Securitisation Advisory Services Pty.
Limited Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 7
Level 7 00 Xxxxxx Xxxxx
0 Xxxxxxxxxx Xxxxxx 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 Each [Monthly/Quarterly]Distribution Date
Payment Dates:
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 Each [Monthly/Quarterly]Distribution Date
Payment Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the [monthly/quarterly]
Calculation Period
Spread: [Monthly/Quarterly]Weighted Margin in respect of
the relevant Distribution Date plus 0.70% per
annum
Floating Rate Day Actual/365 (Fixed)
Count 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
TRUSTEE COMPANY LIMITED, ABN 42 000 COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Series ABN 48 123 123 124
2005-1G Medallion Trust
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 - SERIES 2005-1G 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
and the Manager (the "AGREEMENT")
Determination Date:
The Manager has determined and gives notice of the following:
1. MONTHLY BASIS SWAPS
(a) Notional Amount for the current Calculation Period:
(b) Monthly Basis Swap Administered Rate for the current Calculation
Period just ended:
2. MONTHLY FIXED RATE SWAPS
(a) Notional Amount for the current Calculation Period:
(b) Monthly Fixed Rate Administered Rate for the current Calculation
Period just ended:
3. MONTHLY RATE SET
One-month Bank Bill Rate for the current Calculation Period:
Monthly Weighted Margin for the current Calculation Period:
4. QUARTERLY BASIS SWAPS (ONLY ON A QUARTERLY DISTRIBUTION DATE)
(a) Notional Amount for the current Calculation Period:
(b) Quarterly Basis Swap Administered Rate for the current Calculation
Period just ended:
5. QUARTERLY FIXED RATE SWAPS (ONLY ON A QUARTERLY DISTRIBUTION DATE)
(a) Notional Amount for the current Calculation Period:
(b) Quarterly Fixed Rate Administered Rate for the current Calculation
Period just ended:
6. QUARTERLY RATE SET (ONLY ON A QUARTERLY DISTRIBUTION DATE)
(a) Three-month Bank Bill Rate for the current Calculation Period:
(b) Quarterly Weighted Margin for the current Calculation Period:
44
7. BREAK COSTS
The Break Costs (if any) in respect of the Determination Date:
8. NET AMOUNT
(a) Net amount due for payment by Party A on the immediately following
Payment Date:
(b) Net amount due for payment by Party B on the immediately following
Payment Date:
Terms used and not otherwise defined in this notice have the same meaning as in
the Agreement, as amended, supplemented or novitiate from time to time.
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By:
------------------------------------
(Authorised Officer)
Name:
------------------------------------
Title:
------------------------------------
45
