Exhibit 10.3
Final Draft : 26 March 2001
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Commonwealth Bank of Australia
Party A
Perpetual Trustee Company Limited
Party B
Securitisation Advisory Services Pty. Limited
Manager
Series 2001-1G Medallion Trust
ISDA Master Agreement
(Interest Rate Swap Agreement)
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Liability is limited by the Solicitors Scheme
under the Professional Standards Act 1994 NSW
Schedule to the ISDA Master Agreement
dated as of 2001 between
Parties Commonwealth Bank of Australia, ABN 48 123 123 124 ("Party A")
Perpetual Trustee Company Limited, ABN 42 000 001 007, as trustee of
the Series 2000-2G Medallion Trust ("Party B")
Securitisation Advisory Services Pty. Limited, ABN 88 064 133 946
(the "Manager")
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 Swaps, Loss will apply;
B. in respect of the Fixed Rate Swaps and the Interest Rate Basis
Cap, Market Quotation will apply; and
(ii) A. in respect of the Basis Swaps, neither the First Method nor
the Second Method will apply; and
B. in respect of the Fixed Rate Swaps and the Interest Rate Basis
Cap, the Second Method will apply;
(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.
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(g) Additional Termination Event. The following is an Additional Termination
Event in relation to which Party B is the only Affected Party and a 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 relevant 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 party the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver document Form/Document/Certificate Date by which to be delivered
Party A and Party B Any document or certificate reasonably On the earlier of (a) learning that such
required or reasonably requested by a party document or certificate is required and
in connection with it obligations to make a (b) as soon as reasonable practicable
payment under this Agreement which would enable following a request by a party.
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.
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(b) Other documents to be delivered are:
Party required to Form/Document/Certificate Date by which to be delivered Covered by Section
deliver document 3(d) Representation
Party A A certificate from Party A (or, if On execution and delivery of any Yes
available, Party A's current Confirmation unless that
authorised signature book) certificate has already been
specifying the names, title and supplied for that purpose and
specimen signatures of the remains true and in effect and
Authorised Officers of Party A. when the list is updated or upon
request.
Party A, Party B and A legal opinion as to the validity At any time prior to the Closing No
the Manager and enforceability of that party's Date.
obligations under this Agreement in
form and substance(and issued by
legal counsel) reasonably acceptable
to the other party.
The Manager A copy (certified by the Manager) Not less than 5 Business Days (or Yes
of the Credit Support Document and such lesser period as Party A
(without limiting any obligation agrees to) before the Trade Date
Party B may have under the terms of the first occurring Transaction
of the Credit Support Document to and in the case of any amending
notify Party A of amendments) a documents entered into subsequent
copy (certified by the Manager) of to that date, promptly after each
any document that amends in any amending document (if any) has
way the terms of the Credit been entered into.
Support Document.
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 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,
the address for notices or communications to a party is the address
notified by that party to the other parties for this purpose from time to
time.
(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.
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(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:
(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".
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(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 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 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 Reserve Bank Act, 1969 (Cth) and section 13A(3) of
the Banking Act, 1959
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(Cth)))."
(b) Relationship Between Parties. Each party will be deemed to represent
to the other parties on the date on which it enters into a
Transaction that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for
that Transaction):-
(i) Non-Reliance. It is acting for its own account (in the case of
Party B, as trustee of the Series Trust), and it has made its
own independent decisions to enter into that Transaction and
as to whether that Transaction is appropriate or proper for it
based upon its own judgment (and in the case of Party B, also
upon the judgment of the Manager) and upon advice from such
advisers as it has deemed necessary. It is not relying on any
communication (written or oral) of any other party as
investment advice or as a recommendation to enter into that
Transaction; it being understood that information and
explanations related to the terms and conditions of a
Transaction will not be considered investment advice or a
recommendation to enter into that Transaction. No
communication (written or oral) received from any other party
will be deemed to be an assurance or guarantee as to the
expected results of that Transaction.
(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):
"(h) 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.
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(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).
(e) 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.
(f) 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
8
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;";
(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),
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), 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:
"A$ Class A-1 Principal Amount" in relation to a Quarterly
Distribution Date and the quarterly Accrual Period ending on that
Quarterly Distribution Date, means the amount paid or available to
be paid (as the case may be) on that Quarterly Distribution Date
pursuant to clause 10.2B(k)(i) from the Available Income Amount in
respect of that Quarterly Distribution Date.
""Affected Transactions" means, with respect to a Termination Event:
(a) where an Early Termination Date is designated pursuant to Part
1(g), a Basis Swap; and
(b) where an Early Termination Date is designated following the
occurrence of any other Termination Event, all Transactions."
"Local Business Day" has the same meaning as "Business Day"."
9
(ii) insert the following new definitions:
"Amounts Outstanding" in relation to a Mortgage Loan means, at any
given time, the amount recorded at that time as the balance of the
Mortgage Loan in the Mortgage Loan System which balance includes
amounts which have been charged to the Mortgage Loan but excludes
amounts which have been or are, accrued against the Mortgage Loan.
"Basis Prepayment Balance" means the amount then standing to the
credit of the Collections Account in respect of prepayments by Party
A pursuant to Sections 18(c) or (d) and which has not been utilised
pursuant to Section 2(f)(ii).
"Basis Swap" means
(a) when designated "Monthly", the Transaction entered into
between Party A, Party B and the Manager on the terms
specified in the form of the Confirmation set out in Annexure
1A (or as otherwise agreed between Party A, Party B and the
Manager); or
(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), or
(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 the Trustee at the opening of business on the
Determination Date falling within the relevant preceding
Calculation Period; or
(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 the Trustee 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 the Trustee as
trustee of the Series Trust held with a financial institution with
short term credit ratings of P-1 by ▇▇▇▇▇'▇, F-1 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
10
charged interest at a fixed rate.
"Fixed Charged Interest" in relation to each Monthly Distribution
Date means the aggregate of all debit entries made during the
Collection Period immediately preceding that Monthly Distribution
Date 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
Collection Period to those accounts to the extent paid by the Seller
pursuant to clause 15.10 of the Series Supplement and deposited to
the Collections Account prior to that Monthly 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(c)(ii) or (g).
"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 the Trustee 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; or
(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 the Trustee 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);
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(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);
(c) and each Transaction entered into pursuant to Section 16 on
the terms specified in Annexure 2C (or as otherwise agreed
between Party A, Party B and the Manager);
(each a "Fixed Rate Swap" and together the "Fixed Rate Swaps").
"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.
"Monthly Basis Swap Administered Rate" in relation to a Monthly
Distribution Date, has the meaning as set out in Annexure 4.
"Monthly Fixed Swap Administered Rate" in relation to a Monthly
Distribution Date has the meaning as set out in Annexure 4.
"Monthly Weighted Margin" in relation to a Monthly Distribution Date
has the meaning as set out in Annexure 4. "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 further Fixed Rate Swaps have
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, a long term rating of A2
or higher by ▇▇▇▇▇'▇, 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
▇▇▇▇▇'▇ and F1 by Fitch and either a long term rating of A or
a short term rating of A-1 by S&P.
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"Quarterly Fixed Swap Administered Rate" in relation to a Quarterly
Distribution Date, has the meaning as set-out in Annexure 4.
"Quarterly Weighted Margin" in relation to a Quarterly Distribution
Date, has the meaning as set out in Annexure 4.
"Series Supplement" means the Series Supplement dated on or about
the date of this Agreement between Party A, Party B and the Manager.
"Series Trust" means the Series 2001-1G 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 the Trustee during
the Collection Period immediately preceding that Monthly
Distribution Date in respect of:
(a) the moneys standing to the credit of the Collections Account
(other than interest earned on the Collections Account during
the Collections Period in respect of the Cash Advance Deposit,
the Seller Deposit or the Interest Rate Swap Provider Deposit
as calculated, respectively, in accordance with clauses 8.6,
8.8 and 15.5 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).
"Variable Charged Interest" in relation to each Monthly Distribution
Date means the aggregate of all debit entries made during the
Collection Period immediately preceding that Monthly Distribution
Date 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
Collection Period to those accounts to the extent paid by the Seller
pursuant to clause 15.10 of the Series Supplement and deposited to
the Collections Account prior to that Monthly Distribution Date).
"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 Reset Date, rounded up to four decimal places.
(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); 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 1991 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc ("ISDA")), as
supplemented by the 1998 Supplement to the 1991 ISDA Definitions (as
published by ISDA) (the "1991 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), 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 1991 ISDA
Definitions.
(g) Swap Transaction: Any reference to a:
(i) "Swap Transaction" in the 1991 ISDA Definitions is
deemed to be a reference to a "Transaction" for the
purpose of interpreting this Agreement or any
Confirmation; and
13
(ii) "Transaction" in this Agreement or any Confirmation is
deemed to be a reference to a "Swap Transaction" for the
purpose of interpreting the 1991 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 ▇▇▇
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 omission of a Relevant Party or
any other such person.
(e) (No Obligation): The Trustee is not obliged to enter into any
commitment or
14
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) 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 four
Confirmations each one substantially in the forms set out in
Annexures 1A, 1B, 2A and 2B respectively (or in such other forms 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:
"16. Further Fixed Rate Swaps
15
(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 two Fixed
Rate Swaps 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
Swaps 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
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 2C 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 relevant
Weighted Margin in respect of the relevant Monthly or Quarterly
Distribution Date plus [ ]% 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 ▇▇▇▇▇'▇): where it ceases to have the Prescribed Ratings
from Fitch or ▇▇▇▇▇'▇ in relation to the Fixed Rate Swaps:
(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 ▇▇▇▇▇'▇ and a
16
short term credit rating of at least F2 by Fitch; or
(ii) otherwise, if sooner, within 5 Business Days of Party A
ceasing to have a long term credit rating of at least A3 by
▇▇▇▇▇'▇ 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
(iv) 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.
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).
(c) (Fixed Rate Prepayment Amount): For the purposes of this Section 17
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 Swaps 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 Swaps from ▇▇▇▇▇'▇, an amount acceptable to
▇▇▇▇▇'▇ and sufficient to maintain the credit ratings assigned
to the Securities by ▇▇▇▇▇'▇ 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 Swaps 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 Swaps on the immediately
following Monthly Distribution Date or Quarterly
Distribution Date (as the case may be) (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 Collection Period).
Where:
CR = MM + V
"MM" means the aggregate of the ▇▇▇▇-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 relevant Distribution Date by the relevant percentage
obtained from the following table:
18
--------------------------------------------------------------------------------------------------------------
Where the period between the date Where the period between the date Where the period between the date of
of recalculation and the weighted of recalculation and the weighted recalculation and the weighted
average of the maturity dates of average of the maturity dates of average of the maturity dates of the
the then fixed rate periods in the then fixed rate periods in then fixed rate periods in respect
respect of Mortgage Loans forming respect of Mortgage Loans forming of Mortgage Loans forming part of
part of the Assets of the Series part of the Assets of the Series the Assets of the Series Trust which
Trust which are charged a fixed Trust which are charged a fixed are charged a fixed rate of interest
rate of interest is less than or rate of interest is greater than 5 is greater than 10 years
equal to 5 years years and less than or equal to 10
years
--------------------------------------------------------------------------------------------------------------
1.5 3.15 6
--------------------------------------------------------------------------------------------------------------
(d) (▇▇▇▇ to Market Value): Party A must calculate the
▇▇▇▇-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
▇▇▇▇-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
▇▇▇▇-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 ▇▇▇▇-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)(ii) 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
19
Fixed Rate Swaps Party B must, upon the
direction of the Manager, repay to Party
A the then Fixed Rate Prepayment
Balance.
18. Downgrading of Party A - Basis Swaps
(a) (Downgrading): 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 Swaps, Party A must:
(i) 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 ▇▇▇▇▇'▇ and at least F2 by Fitch;
or
(ii) otherwise, if sooner, within 5 Business Days of Party A
ceasing to have a short term rating of at least P-1 by ▇▇▇▇▇'▇
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:
(b) (Prepayment):
(i) on or before the last day of the Posting Period, pay to Party
B as a prepayment of its obligations under each of the Basis
Swaps 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.
as determined by the Manager, by depositing such net amount (if any)
into the Collections Account in cleared funds; or
(c) (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
20
Section 18(b) will constitute a prepayment of Party A's payment
obligations (to the extent thereof) in respect of each Basis Swap
for the Calculation Period commencing on the relevant Monthly or
Quarterly Distribution Date. Notwithstanding that Party A has
elected to satisfy its obligations pursuant to this Section 18 in a
particular manner, it may subsequently and from time to time vary
the manner in which it satisfies its obligations pursuant to this
Section 18 (but will not be entitled to any additional grace period
in relation to such a variation). Interest will be payable by Party
B on any prepayment by Party A under this Section 18 in accordance
with clause 8.8 of the Series Supplement.
19. Securities Repaid
On the date that the Invested Amount in respect of the Securities
has been reduced to zero, or the Securities are redeemed in full or
are deemed to have been redeemed in full under the Series
Supplement, whichever is the earlier, Party A's obligations under
Sections 17 and 18 will cease and Party B must pay to Party A on
that date the Outstanding Interest Rate Swap Prepayment Amount and
interest on such payment."
(15) Transfer:
Section 7 is replaced with:
"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)."
21
(16) Addenda
The following addendum to the Schedule to the Master Agreement of
International Swap Dealers and Derivative Association, Inc in the form of
the copy attached to this Agreement is incorporated in this Agreement:
o September 1991 Australian Addendum No. 1 (as amended in September
1992 and March 1997) - Interest Rate Caps, Collars and Floors.
(17) 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).
(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.
22
Executed in Sydney.
Attorney for Attorney for
...................................................... ......................................................
Commonwealth Bank of Australia, Perpetual Trustee Company Limited,
ABN 48 123 123 124 ABN 42 000 001 007, as trustee of the Series 2001-1G Medallion Trust
Attorney for
......................................................
Securitisation Advisory Services Pty. Limited,
ABN 88 064 133 946
23
Annexure 1A
Form of confirmation for Monthly Basis Swap - Series 2001-1G 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 ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
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, novitiate 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 Call Date but only if :
(i) the Issue Margins (as defined in the Class A-1
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.
24
(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 Rate Payer: Party B
Floating Administered Rate Payer Payment Dates: Each Monthly Distribution Date
Floating Rate Option: Monthly Basis Swap Administered Rate in relation to the relevant
Monthly Distribution Date
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Floating BBSW Weighted Rate Amounts:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Dates: Each Monthly Distribution Date
Floating Rate Option: One-month Bank ▇▇▇▇ Rate for the Accrual Period corresponding
to the Calculation Period
Spread: Monthly Weighted Margin in respect of the relevant Monthly
Distribution Date plus [ ]% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the Transaction to which this
Confirmation relates is a Basis Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
25
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000 001 007, as trustee COMMONWEALTH BANK OF AUSTRALIA, ABN 48 123 123 124
of the Series 2001-1G 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: _______________________________
26
Annexure 1B
Form of confirmation for Quarterly Basis Swap - Series 2001-1G 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 ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
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, novitiate 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 Call Date but only if :
(i) the Issue Margins (as defined in the Class A-1
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.
(b) the date that all the Securities have been redeemed in
27
full; and
(c) the Termination Date for the Series Trust,
subject to the Following Business Day Convention
Notional Amount: With respect to each quarterly Calculation Period means the Quarterly
Basis Swap Amount for that quarterly Calculation Period
Floating Administered Rate Amounts:
Floating Administered Rate Payer: Party B
Floating Administered Rate Each Quarterly Distribution Date
Payer Payment Dates:
Floating Rate Option: Quarterly Basis Swap Administered Rate in relation to the relevant
Quarterly Distribution Date
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Floating BBSW Weighted Rate Amounts:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Dates: Each Quarterly Distribution Date
Floating Rate Option: Three-month Bank ▇▇▇▇ Rate for the Accrual Period corresponding to
the Calculation Period
Spread: Quarterly Weighted Margin in respect of the relevant Quarterly
Distribution Date plus [ ]% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the Transaction to which this
Confirmation relates is a Basis Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
28
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 2001-1G 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: ___________________________
29
Annexure 2A
Form of Confirmation for Monthly Fixed Rate Swap - Series 2001-1G
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 ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
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, 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 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
30
Dates:
Fixed Rate: The Monthly Fixed Swap Administered Rate in relation to the relevant
Monthly Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Payment Dates: Each Monthly Distribution Date
Floating Rate Option: One-month Bank ▇▇▇▇ Rate for the Accrual Period corresponding to the
Calculation Period
Spread: Monthly Weighted Margin in respect of the relevant Monthly Distribution
Date plus [ ]% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the Transaction to which this
Confirmation relates is a Fixed Rate Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000 COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Series 2001-1G ABN 48 123 123 124
Medallion Trust
By:___________________________________ By:______________________________
(Authorised Officer) (Authorised Officer)
Name: ________________________________ Name: ____________________________
Title:________________________________ Title: ___________________________
31
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By:___________________________________
(Authorised Officer)
Name: ________________________________
Title:________________________________
32
Annexure 2B
Form of Confirmation for Quarterly Fixed Rate Swap -
Series 2001-1G 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 ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
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, 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 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
33
Dates:
Fixed Rate:: The Quarterly Fixed Swap Administered Rate in relation to the relevant
Quarterly Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Payment Dates: Each Quarterly Distribution Date
Floating Rate Option: Three-month Bank ▇▇▇▇ Rate for the Accrual Period corresponding to the
Calculation Period
Spread: Quarterly Weighted Margin in respect of the relevant Quarterly Distribution
Date plus [ ]% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the Transaction to which this
Confirmation relates is a Fixed Rate Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of SIGNED for and on behalf of
PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Series 2001-1G ABN 48 123 123 124
Medallion Trust
By:___________________________________ By:______________________________
(Authorised Officer) (Authorised Officer)
Name: ________________________________ Name: ____________________________
Title:________________________________ Title: ___________________________
34
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By:___________________________________
(Authorised Officer)
Name: ________________________________
Title:________________________________
35
Annexure 2C
Form of Confirmation for Other Fixed Rate Swaps - Series 2001-1G 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 ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
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, 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 Other Fixed Rate
Swap Amount for that Calculation Period
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Dates: Each [Monthly/Quarterly]Distribution Date
36
Fixed Rate: The [Monthly/Quarterly]Fixed Swap Administered Rate in
relation to the relevant [Monthly/Quarterly]Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Payment Dates: Each [Monthly/Quarterly]Distribution Date
Floating Rate Option: Relevant Bank ▇▇▇▇ Rate for the Accrual Period corresponding to the
Calculation Period
Spread: [Monthly/Quarterly]Weighted Margin in respect of the relevant Distribution
Date plus [ ]% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the Transaction to which this
Confirmation relates is a Fixed Rate Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000 COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Series 2000-2G ABN 48 123 123 124
Medallion Trust
By:___________________________________ By:______________________________
(Authorised Officer) (Authorised Officer)
Name: ________________________________ Name: ____________________________
Title:________________________________ Title: ___________________________
37
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By:___________________________________
(Authorised Officer)
Name: ________________________________
Title:________________________________
38
Annexure 3
Monthly Payment Notice - Series 2001-1G 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 ▇▇▇▇ 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 ▇▇▇▇ Rate for the current Calculation Period:
(b) Quarterly Weighted Margin for the current Calculation Period:
39
7. 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:
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:________________________________
40
Annexure 4
Part 5(6) - Definitions
"Monthly Basis Swap Administered Rate" means, in relation to a Monthly
Distribution Date the amount expressed as a percentage, determined in accordance
with the following calculation:
MBSA/
SII {-} + VCI [MBSA(MBSA + QBSA)
MBSA + QBSA + MFRSA +QFRSA + MOFRSA + QOFRSA
MBSAR=--------------------------------------------------------------------------
MBSA
{-} 365 NM
where:
MBSAR means the Monthly Basis Swap Administered Rate
SII means the Short Term Investment Income
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
VCI means the Variable Charged Interest Each Monthly Collection Period
NM means the Number of Days in Monthly Accrual Period
"Quarterly Basis Swap Administered Rate" means in relation to a Quarterly
Distribution Date the amount expressed as a percentage, determined in accordance
with the following calculation:
CQBSII + CQVCI
QBSAR= --------------- 365 NQ
QBSA
where:
QBSAR means the Quarterly Basis Swap Administered Rate
CQBSII means the sum of QBSII for [ ] months since the previous Quarterly
Distribution Date
QBSII means the Quarterly Basis Swap share of Short Term Investment
Income for each monthly Collection Period, determined in
accordance with the following calculation:
SII {-} QBSA
-------------------------------------------------------
[MBSA + QBSA + MFRSA + QFRSA + MOFRSA + OFRSA]
41
where:
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
CQVCI means the sum of QVCI for [ ] months since previous Quarterly
Distribution Date
QVCI means the Quarterly Basis Swap share of Variable Charged Interest
for each monthly Collection Period, determined in accordance with
the following calculation:
= VCI {-} QBSA (MBSA+ QBSA)
NQ means the number of days in quarterly Accrual Period
"Monthly Weighted Margin" in relation to a Monthly Fixed Rate Swap or Monthly
Basis Swap means the amount expressed as a percentage, determined by the
following calculation:
MWM = CA2-1/ x CA2-1M
(CA2 + MCB + MRB + MSR)
+
CA2-2/ x CA2-2M
(CA2 + MCB + MRB + MSR)
+
CA2-3/ x CA2-3M
(CA2-3 + MCB + MRB + MSR)
+
MCB/ x CBM
(CA2 + MCB + MRB + MSR)
+
MRB/ x RBM
(CA2 + MCB + MRB + MSR)
+
MSR/ x SRM
(CA2 + MCB + MRB + MSR)
where:
CA2-1 means the Aggregate Stated Amounts of Class A2-1 Notes at end of
the previous Monthly Distribution Date, or where there is only a
single initial Class A-2 Tranche, the Stated Amount of the Class
A2 Notes
CA2-2 means the Aggregate Stated Amounts of Class A2-1 Notes at end of
the previous Monthly Distribution Date
CA2-3 means the Aggregate Stated Amounts of Class A2-1 Notes at end of
the previous Monthly
Distribution Date
CA2 means the Aggregate Stated Amounts of all Class A2 Notes at end of
the previous Monthly
42
Distribution Date
CA2-1M means the Issue Margin in respect of the Class A2-Tranche 1 Notes
during the monthly Accrual Period immediately prior to the Monthly
Distribution Date or if there is only a single Class A-2 Tranche,
the Class A2 Issue Margin
CA2-2M means the Issue Margin in respect of the Class A2-Tranche 2 Notes
during the monthly Accrual Period immediately prior to the Monthly
Distribution Date
RBM means the Weighted Average of the Issue Margins in respect of the
Redraw Bonds outstanding during the monthly Accrual Period
immediately prior to the Monthly Distribution Date
CBM means the Issue Margin in respect of the Class B Notes
SRM means the Drawdown Margin as defined in the Standby Redraw
Facility Agreement
MCB means the monthly swap proportion of Aggregate Stated Amounts of
Class B Notes at end of the previousMonthly Distribution Date,
determined in accordance with the following calculation:
CB {-}(MBSA + MFRSA + MOFRSA)
=-------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)
where:
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
MRB means the monthly swap proportion of Aggregate Stated Amounts of Redraw
Bonds at end of the previous Monthly Distribution Date, determined in accordance
with the following calculation:
RB {-}(MBSA + MFRSA + MOFRSA)
=------------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)
where:
RB means the Redraw Bonds at beginning of a month
MSR means a proportion of the Standby Redraw Facility Principal at the end of
the previous Monthly Distribution Date, determined in accordance with the
following calculation:
5 R{-}(MBSA + MFRSA + MOFRSA)
=----------------------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)
where:
SR equals the Standby Redraw Facility Principal at the end of the
previous
43
Monthly Distribution Date
"Quarterly Weighted Margin" in relation to a Quarterly Fixed Swap or a Quarterly
Basis Swap means the amount expressed as a percentage, determined by the
following calculation:
QWM = CA1/ [ICON ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇] ▇▇▇▇
(▇▇▇ + CB + QRB + QSR)
+
CB/ [ICON OF HAND POINTING DOWN] CBM
(CA1 + CB + QRB + QSR)
+
QRB/ [ICON OF HAND POINTING DOWN] QRBM
(CA1 + CB + QRB + QSR)
+
QSR/ [ICON OF HAND POINTING DOWN] SRM
(CA1 + CB + QRB + QSR)
CA1 means the A$ Equivalent of the Aggregate Stated Amounts of Class
A1 Notes at end of previous quarterly Distribution Date
CA1M means the Spread specified in paragraph 5.2 of the Confirmations
for the Class A-1 Currency Swaps on that Distribution Date
CB means the Aggregated Stated Amounts of Class B Notes at end of
previous Quarterly Distribution Date
CBM means the Issue Margin in respect of the Class B Notes
QRBM means the Weighted Average of the Issue Margins in respect of the
Redraw Bonds outstanding at the end of the previous Quarterly
Distribution Date
SRM means the Drawdown Margin as defined in the Standby Redraw
Facility Agreement
QRB means the Aggregate Stated Amounts of Redraw Bonds at end of
previous Quarterly Distribution Date, determined in accordance
with the following calculation:
BRB {-}(QBSA + QFRSA + QOFRSA)
=-------------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)
where:
BRB means the Redraw Bonds at beginning of the quarter
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
44
QSR means the Standby Redraw Facility Principal at end of previous
Quarterly Distribution Date, determined in accordance with the
following calculation:
BSR {-}(QBSA + QFRSA + QOFRSA)
--------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA +MOFRSA)
where:
BSR means the Standby Redraw Facility Principal at beginning of the
relevant quarter
45
"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{-}-------------------------------------------+FCI {-}----------------------------
MFSAR= MBSA + QBSA + QFRSA + MOFRSA + QOFRSA MFRSA + MOFRSA + QFRSA + QOFRSA
------------------------------------------------------------------------------------------- {-} 365/NM
MFRSA + MOFRSA]
where:
MFRSA means the Monthly Fixed Rate Swap Amount
SII means the Short Term Investment Income
MFRSA means the Monthly Fixed Rate Swap Amount
MQFRSA means the Monthly Other Fixed Rate Swap Amount
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
FCI means the Fixed Charge Interest
NM means the number of days in quarterly Accrual Period
"Quarterly Fixed Swap Administered Rate" means in relation to a Quarterly
Distribution Date the amount expressed as a percentage, determined in accordance
with the following calculation:
[CQFCI+CQFSII]
QFSAR = ----------------X365/NQ
[QFRSA + QOFRSA]
QFSAR means the Quarterly Fixed Swap Administration Rate
CQFCI means the Sum of QFCI for Months since Previous Quarterly
Distribution Date
QFCI means the Quarterly Fixed Swap Share of Fixed Rate Charged
Interest each monthly Collection Period, determined in accordance
with the following calculation:
= FCI x [QFRSA+QOFRSA]/(MFRSA+MOFRSA+QFRSA+QOFRSA)
CQFSII means the Sum of QFSII for the Months since Previous Quarterly
Distribution Date
QFSII means the quarterly Fixed Rate Swap share of Short Term Investment
Income for each monthly Collection Period, determined in
accordance with the following calculation:
= SII x QFRSA + QOFRSA
--------------------------------------------------
(MBSA + QBSA + MRFSA + QFRSA + MOFRSA + QOFRSA)
where
MBSA means the Monthly Basis Swap Amount
46
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
NQ means the number of days in quarterly Accrual Period
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