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Medallion Trust Series [ ]
ISDA Master Agreement
(Interest Rate Swap Agreement)
Commonwealth Bank of Australia
ABN 48 123 123 124
Perpetual Trustee Company Limited
ABN 42 000 001 007
Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946
If you have any questions about the details of this document
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Our reference [ ]
SCHEDULE
TO THE
MASTER AGREEMENT
DATED AS OF [ ] BETWEEN
SECURITISATION ADVISORY SERVICES PTY. LIMITED
ABN 88 064 133 946
("MANAGER")
AND
COMMONWEALTH BANK OF AUSTRALIA
ABN 48 123 123 124
("PARTY A")
AND
PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
AS TRUSTEE OF THE MEDALLION TRUST SERIES [ ]
("PARTY B")
PART 1. TERMINATION PROVISIONS
(a) "SPECIFIED ENTITY" in relation to
(i) Party A, is not applicable; and
(ii) Party B, is not applicable.
(b) "SPECIFIED TRANSACTION" means - not applicable.
(c) (i) The following provisions of Section 5 will not apply to
Party A:
Section 5(a)(ii) Section 5(a)(v) Section 5(a)(viii) Section 5(b)(iv)
Section 5(a)(iii) Section 5(a)(vi) Section 5(b)(ii)
Section 5(a)(iv) Section 5(a)(vii) Section 5(b)(iii)
(ii) The following provisions of Section 5 will not apply to
Party B:
Section 5(a)(ii) Section 5(a)(v) Section 5(a)(viii) Section 5(b)(iv)
Section 5(a)(iii) Section 5(a)(vi) Section 5(b)(ii)
Section 5(a)(iv) Section 5(a)(vii) Section 5(b)(iii)
(d) The "AUTOMATIC EARLY TERMINATION" provisions of Section 6(a) will
not apply.
(e) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of
this Agreement:
(i) A. in respect of the Basis Swap, Loss will apply; and
B. in respect of the Fixed Rate Swap and the Interest Rate
Basis Cap, Market Quotation will apply;
(ii) A. in respect of the Basis Swap, neither the First Method nor
the Second Method will apply; and
B. in respect of the Fixed Rate Swap and the Interest Rate
Basis Cap, the Second Method will apply; and
(iii) the definition of "Loss" is amended by adding the following
sentence at the end of that definition:
"However in relation to a Terminated Transaction that is a
Basis Swap, each party's Loss is deemed to be zero.".
(f) "TERMINATION CURRENCY" means Australian dollars.
(g) ADDITIONAL TERMINATION EVENT. The following is an Additional
Termination Event in relation to which Party B is the only Affected
Party and the Basis Swap is the only Affected Transaction:
If, on any day on which the weighted average Mortgage Rate
applicable to the Mortgage Loans forming part of the Assets of the
Series Trust which are charged interest at a variable rate is equal
to or greater than the then Threshold Rate, Party A notifies Party B
and each Rating Agency of its intention to terminate the Basis Swap.
PART 2. TAX REPRESENTATIONS
(a) PAYER REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B each make the following
representation:
It is not required by any applicable law, as modified by the
practice of any relevant governmental revenue authority, of any
Relevant Jurisdiction to make any deduction or withholding for or on
account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it
to any other party under this Agreement. In making this
representation, it may rely on:
(i) the accuracy of any representations made by the other
party pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of this Agreement and the accuracy
and effectiveness of any document provided by the other
party pursuant to Section 4(a)(i) or 4(a)(iii) of this
Agreement; and
(iii) the satisfaction of the agreement of the other party
contained in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not
deliver a form or document under Section 4(a)(iii) by reason of
material prejudice to its legal or commercial position.
(b) PAYEE REPRESENTATIONS. For the purpose of Section 3(f) of this
Agreement, Party A will and Party B will make the following
representation:
It is an Australian resident and does not derive the payments under
this Agreement in part or whole in carrying on business in a country
outside Australia at or through a permanent establishment of itself
in that country.
PART 3. AGREEMENT TO DELIVER DOCUMENTS
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:
(a) TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE:
PARTY REQUIRED TO FORM/DOCUMENT/CERTIFICATE DATE BY WHICH TO BE DELIVERED
DELIVER DOCUMENT
Party A and Party B Any document or certificate reasonably On the earlier of (a) learning that such
required or reasonably requested by a document or certificate is required and
party in connection with its obligations (b) as soon as reasonably practicable
to make a payment under this Agreement following a request by a party.
which would enable that party to make the
payment free from any deduction or
withholding for or on account of Tax or
which would reduce the rate at which
deduction or withholding for or on account
of Tax is applied to that payment.
(b) OTHER DOCUMENTS TO BE DELIVERED ARE:
PARTY REQUIRED TO 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 On or at any time prior to the No
the Manager and enforceability of that party's Closing Date.
obligations under this Agreement
in form and substance (and issued
by legal counsel) reasonably
acceptable to the other party.
The Manager A copy (certified by the Manager) Not less than 5 Business Days (or Yes
of the Credit Support Document and such lesser period as Party A
(without limiting any obligation agrees to) before the Trade Date
Party B may have under the terms of the first occurring Transaction
of the Credit Support Document to and in the case of any amending
notify Party A of amendments) a documents entered into subsequent
copy (certified by the Manager) of to that date, promptly after each
any document that amends in any amending document (if any) has
way the terms of the Credit been entered into.
Support Document.
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
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Attention: Manager, Securitisation
Facsimile No.: 612 9378 2481
Address for notices or communications to PARTY B:
Address: Perpetual Trustee Company Limited
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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
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Attention: Manager, Securitisation
Facsimile No.: 612 9378 2481
(b) PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent - Not Applicable
Party B appoints as its Process Agent - Not Applicable
(c) OFFICES. The provisions of Section 10(a) will not apply to this
Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this
Agreement.
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is the Manager.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
(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 the following groups of
Transactions:
Group 1 - all Transactions being swaps
Group 2 - all Transactions being interest rate options
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement. For the purposes of Section 3(c), Party A and Party B are
deemed not to have any Affiliates.
PART 5. OTHER PROVISIONS.
(1) PAYMENTS: In Section 2:
(a) In Section 2(a)(i) add the following sentence:
"Each payment will be by way of exchange for the corresponding
payment or payments payable by the other party.".
(b) In Section 2(a)(ii) the first sentence is deleted and replaced
with the following sentence:
"Unless specified otherwise in this Agreement, payments under
this Agreement will be made by 10.00am on the due date for
value on that date in the place of the account specified in the
relevant Confirmation or otherwise pursuant to this Agreement,
in freely transferable funds, free of any set-off,
counterclaim, deduction or withholding (except as expressly
provided in this Agreement) and in the manner customary for
payment in the required currency.".
(c) Insert a new paragraph (iv) in Section 2(a) immediately after
Section 2(a)(iii) as follows:
"(iv) The condition precedent in Section 2(a)(iii)(1) does not
apply to a payment due to be made to a party if it has
satisfied all its payment obligations under Section
2(a)(i) of this Agreement and has no future payment
obligations, whether absolute or contingent under
Section 2(a)(i).".
(d) Add the following new sentence to Section 2(b):
"Each new account so designated will be in the same tax
jurisdiction as the original account.".
(e) In Section 2(c) insert the following words at the end of the
first paragraph:
"Subject to Section 2(f), the aggregate amount that would
otherwise be payable will not take into account amounts due on
that Payment Date pursuant to Sections 2(g), 17, 18 or 19.".
(f) Delete Section 2(d)(i)(4) in its entirety.
(g) In Section 2(d)(ii)(1) delete the following where they appear:
"in respect of which X would not be required to pay an
additional amount to Y under Section 2(d)(i)(4)".
(h) Insert new Sections 2(f) and 2(g) as follows:
"(f) If on a Payment Date an amount would otherwise be payable
by Party A pursuant to Section 2(c):
(i) in respect of a Fixed Rate Swap, then such amount
will, unless otherwise agreed between Party A and
Party B, be satisfied in part, or whole, from the
then Fixed Rate Prepayment Balance; and
(ii) in respect of the Basis Swap, then such amount
will, unless otherwise agreed between Party A and
Party B, be satisfied in part, or whole, from the
then Basis Prepayment Balance.
(g) On each Payment Date that a Fixed Rate Swap is existing:
(i) Party B will pay Party A any Net Break Payment
determined by the Manager on the preceding
Determination Date in accordance with the Series
Supplement; and
(ii) Party A will pay Party B any Net Break Receipt
determined by the Manager on the preceding
Determination Date in accordance with the Series
Supplement."
(2) REPRESENTATIONS: In Section 3:
(a) Section 3(a)(v) is amended by inserting immediately after the
words "creditors' rights generally" the following:
"(including in the case of a party being an ADI (as that term
is defined in the Banking Act, 1959 (Cth)), Section 86 of the
Reserve Bank Act, 1969 (Cth) and section 13A(3) of the Banking
Act, 1959 (Cth))."
(b) RELATIONSHIP BETWEEN PARTIES. Each party will be deemed to
represent to the other parties on the date on which it enters
into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the
contrary for that Transaction):
(i) NON-RELIANCE. It is acting for its own account (in the
case of Party B, as trustee of the Series Trust), and it
has made its own independent
decisions to enter into that Transaction and as to
whether that Transaction is appropriate or proper for it
based upon its own judgment (and in the case of Party B,
also upon the judgment of the Manager) and upon advice
from such advisers as it has deemed necessary. It is not
relying on any communication (written or oral) of any
other party as investment advice or as a recommendation
to enter into that Transaction; it being understood that
information and explanations related to the terms and
conditions of a Transaction will not be considered
investment advice or a recommendation to enter into that
Transaction. No communication (written or oral) received
from any other party will be deemed to be an assurance or
guarantee as to the expected results of that Transaction.
(ii) EVALUATION AND UNDERSTANDING. It is capable of evaluating
and understanding (on its own behalf or through
independent professional advice), and understands and
accepts, the terms, conditions and risks of that
Transaction. It is also capable of assuming, and assumes,
the risks of that Transaction.
(iii) STATUS OF PARTIES. No other party is acting as a
fiduciary or an adviser to it in respect of that
Transaction.
(c) After "Section 3(f)" in line 2 insert ",3(g), 3(h) and 3(i)".
(d) Insert the following new paragraphs (g), (h) and (i) in
Section 3 immediately after Section 3(f):
"(g) SERIES TRUST: By Party B, in respect of Party B only:
(i) TRUST VALIDLY CREATED. The Series Trust has been
validly created and is in existence at the date
of this Agreement.
(ii) SOLE TRUSTEE. It has been validly appointed as
trustee of the Series Trust and is presently the
sole trustee of the Series Trust.
(iii) NO PROCEEDINGS TO REMOVE. No notice has been
given to it and to its knowledge no resolution
has been passed, or direction or notice has been
given, removing it as trustee of the Series
Trust.
(iv) POWER. It has power under the Master Trust Deed
to:
(A) enter into this Agreement and the Credit
Support Documents in its capacity as
trustee of the Series Trust; and
(B) mortgage or charge the Assets of the
Series Trust in the manner provided in the
Credit Support Document in relation to
Party B.
(v) GOOD TITLE. It is the lawful owner of the Assets
of the Series Trust and, subject only to the
Credit Support Document in relation to Party B
and any Security Interest permitted under the
Credit Support Document in relation to Party B,
those Assets are free of all other Security
Interests (except for Party B's right of
indemnity out of the Assets of the Series Trust).
(h) NON ASSIGNMENT. It has not assigned (whether absolutely,
in equity, by way of security or otherwise), declared any
trust over or given any charge over any of its rights
under this Agreement or any Transaction except, in the
case of Party B, for the Security Interests created under
any Credit Support Document specified in relation to
Party B.
(i) CONTRACTING AS PRINCIPAL. Each existing Transaction has
been entered into by that party as principal and not
otherwise.".
(3) FAILURE TO PAY OR DELIVER: In Section 5(a)(i) delete the words
"third Local" where they appear in line 3 and replace them with the
word "tenth".
(4) TERMINATION: In Section 6:
(i) Add the following sentence at the end of the first paragraph of
Section 6(b)(ii):
"However, if Party B is the Affected Party, then Party B will
only be obliged to make such efforts to effect a transfer in
accordance with this Section 6(b)(ii) as it is able to make by
application of funds held by it as trustee of the Series Trust
being funds available for such application in accordance with
the provisions of the Master Trust Deed and the Series
Supplement.".
(ii) Add the following sentence at the end of the second paragraph
of Section 6(b)(ii):
"However, if Party A is that other party it must, if so
requested by the Manager with the prior consent of the Rating
Agencies, use reasonable efforts to make such a transfer to an
Affiliate (as that expression is defined in Section 14
disregarding any modification made by this Agreement).".
(iii)Add the following sentence at the end of the last paragraph of
Section 6(b)(ii):
"However, consent may be withheld if the other party considers
that its credit exposure to the transferee would be adversely
affected by the transfer.".
(iv) Section 6(e) is amended by deleting the last sentence of the
first paragraph.
(5) FACSIMILE TRANSMISSION: In Section 12:
(a) delete the following words where they appear on lines 2 and 3
of Section 12(a):
"(except that a notice or other communication under Section 5
or Section 6 may not be given by facsimile transmission or
electronic messaging system)";
(b) replace Section 12(a)(iii) with:
"(iii) if sent by facsimile transmission, on the date a
transmission report is produced by the machine from
which the facsimile was sent which indicates that the
facsimile was sent in its entirety to the facsimile
number of the recipient notified for the purpose of
this Section unless the recipient notifies the sender
within one Local Business Day of the facsimile being
sent that the facsimile was not received in its
entirety in legible form;"; and
(c) insert a new paragraph (vi) in Section 12(a) immediately after
Section 12(a)(v) as follows:
"(vi) if sent by ordinary mail, on the third (seventh, if
posted to or from a place outside Australia) day
after posting.".
(6) DEFINITIONS: In this Agreement, unless the contrary intention
appears:
(a) MASTER TRUST DEED AND SERIES SUPPLEMENT: Subject to Part
5(6)(h) of this Schedule, unless otherwise defined in this
Agreement, words and phrases defined in the Master Trust Deed
or the Series Supplement have the same meaning in this
Agreement. Where there is any inconsistency in a definition
between this Agreement (on the one hand) and the Master Trust
Deed or the Series Supplement (on the other hand), this
Agreement prevails. Subject to Part 5(6)(h) of this Schedule,
where there is any inconsistency in a definition between the
Master Trust Deed and the Series Supplement, the Series
Supplement prevails over the Master Trust Deed in respect of
the Series Trust. Where words or phrases used but not defined
in this Agreement are defined in the Master Trust Deed in
relation to a Series Trust (as defined in the Master Trust
Deed) and/or an Other Trust such words or phrases are to be
construed in this Agreement, where necessary, as being used
only in relation to the Series Trust (as defined in the Series
Supplement) and/or the CBA Trust, as the context requires.
(b) TRUSTEE CAPACITY:
(i) a reference to Party B is a reference to Party B in its
capacity as trustee of the Series Trust only, and in no
other capacity; and
(ii) a reference to the undertaking, assets, business or money
of Party B is a reference to the undertaking, assets,
business or money of Party B in the capacity referred to
in paragraph (i) only.
(c) DEFINITIONS: in Section 14:
(i) replace the definitions of "AFFECTED TRANSACTIONS" and
"LOCAL BUSINESS DAY" with the following:
""AFFECTED TRANSACTIONS" means, with respect to a
Termination Event:
(a) where an Early Termination Date is designated
pursuant to Part 1(g) of the Schedule, the Basis
Swap; and
(b) where an Early Termination Date is designated
following the occurrence of any other Termination
Event, all Transactions."; and
""LOCAL BUSINESS DAY" has the same meaning as "BUSINESS
DAY"."; and
(ii) insert the following new definitions:
""AMOUNTS OUTSTANDING" in relation to a Mortgage Loan
means, at any given time, the amount recorded at that
time as the balance of the Mortgage Loan in the Mortgage
Loan System which balance includes amounts which have
been charged to the Mortgage Loan but excludes amounts
which have been or are, accrued against the Mortgage
Loan.
"BASIS PREPAYMENT BALANCE" means the amount then standing
to the credit of the Collections Account in respect of
prepayments by Party A pursuant to Sections 18(c) or (d)
and which has not been utilised pursuant to Section
2(f)(ii).
"BASIS SWAP ADMINISTERED RATE" means, in relation to a
Distribution
Date, the amount determined in accordance
with the following calculation and expressed
as a percentage:
BSA
(SII x ------------------) + VIE
FRSA + OFRSA + BSA 365
BSAR = -------------------------------- x ---
BSA n
where:
BSAR = the Basis Swap Administered Rate for
that Distribution Date;
SII = the Short-Term Investment Income in
relation to that Distribution Date;
FRSA = the Fixed Rate Swap Amount for the
Calculation Period ending
immediately before that Distribution
Date;
OFRSA = the Other Fixed Rate Swap Amount
for the Calculation Period ending
immediately before that Distribution
Date;
BSA = the Basis Swap Amount for the
Calculation Period ending immediately
before that Distribution Date;
VIE = the Variable Interest Earned in
relation to that Distribution Date;
and
n = the number of days in the Swap
Collection Period immediately
preceding that Distribution Date.
"BASIS SWAP" means the Transaction entered
into between Party A, Party B and the
Manager on the terms specified in the form
of the Confirmation set out in Annexure 1
(or as otherwise agreed between Party A,
Party B and the Manager).
"BASIS SWAP AMOUNT" in relation to a
Calculation Period means the aggregate
Amounts Outstanding in relation to all
Mortgage Loans being charged a variable rate
as at the opening of business on the
Determination Date falling within the
preceding Calculation Period.
"CONVERSION" means the conversion of a
Mortgage Loan forming part of the Assets of
the Series Trust which is being charged
interest at a variable rate to a Mortgage
Loan which is being charged interest at a
fixed rate.
"ELIGIBLE ACCOUNT" means an account in the
name of the Trustee as trustee of the Series
Trust held with a financial institution with
short term credit ratings of P-1 by ▇▇▇▇▇'▇
and A-1+ by Standard & Poor's and includes
the Collections Account to the extent that
the holder of the Collections Account is
rated in this manner.
"END DATE" means the date on which a
Mortgage Loan is to cease being charged
interest at a fixed rate.
"FIXED INTEREST EARNED" in relation to a
Distribution Date, and the Swap Collection
Period ending immediately prior to that
Distribution Date, means the aggregate of:
(a) all debit entries made during that
Swap Collection Period to
the accounts established in the
Servicer's records for the Mortgage Loans
forming part of the Assets of the Series
Trust representing interest charged at a
fixed rate (plus any interest off-set
benefits in respect of Mortgage Interest
Saver Accounts which represents amounts
which, if not for the terms of the
Mortgage Interest Saver Accounts, would
have been so debited during that Swap
Collection Period to those accounts to
the extent paid by CBA pursuant to clause
15.4 of the Series Supplement and
deposited to the Collections Account
prior to that Distribution Date); and
(b) the aggregate, as at the close of
business on the last day of that Swap
Collection Period, of all accrued but not
charged fixed rate interest on the
Mortgage Loans forming part of the Assets
of the Series Trust less the aggregate,
as at the opening of business on the
first day of that Swap Collection Period,
of all accrued but not charged fixed rate
interest on the Mortgage Loans forming
part of the Assets of the Series Trust.
"FIXED SWAP ADMINISTERED RATE" means in
relation to a Distribution Date, the amount
determined in accordance with the following
calculation and expressed as a percentage:
FRSA + OFRSA
(SII x ------------------) + FIE
FRSA + OFRSA + BSA 365
FSAR = ------------------------------- x ---
FRSA n
where:
FSAR = the Fixed Swap Administered Rate for
that Distribution Date;
SII = the Short Term Investment Income in
relation to that Distribution Date;
FRSA = the Fixed Rate Swap Amount for the
Calculation Period ending immediately
before that Distribution Date; and
OFRSA = the Other Fixed Rate Swap Amount for
the Calculation Period ending
immediately before that Distribution
Date;
BSA = the Basis Swap Amount for the
Calculation Period ending immediately
before that Distribution Date;
FIE = the Fixed Interest Earned in relation
to that Distribution Date; and
n = the number of days in the Swap
Collection Period immediately
preceding that Distribution Date.
"FIXED RATE PREPAYMENT BALANCE" means the
amount then standing to the credit of the
Eligible Account in respect of prepayments
by Party A pursuant to Sections 17(a)(iii),
(b)(i), (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) 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, as
at the opening of business on
the Determination Date falling
within the preceding Calculation
Period;
(b) less the Other Fixed Rate Swap
Amount in relation to that
Calculation Period.
"FIXED RATE SWAP" means the Transaction
entered into between Party A, Party B and
the Manager on the terms specified in the
form of the Confirmation set out in Annexure
2 (or as otherwise agreed between Party A,
Party B and the Manager) and each
Transaction entered into pursuant to Section
16.
"INTEREST RATE BASIS CAP" means the interest
rate cap, if any, entered into between Party
A, Party B and the Manager on or prior to
the Closing Date.
"MASTER TRUST DEED" means the Master Trust
Deed dated 8 October 1997 between Party B
(as Trustee) and the Manager, as amended
from time to time.
"OTHER FIXED RATE SWAP AMOUNT" in relation
to a Calculation Period means the aggregate
Amounts Outstanding as at the opening of
business on the Determination Date falling
within the preceding Calculation Period in
respect of each Mortgage Loan where a
further Fixed Rate Swap has been entered
into, and is then current, to hedge the
interest rate risk in respect of the
Mortgage Loan pursuant to Section 16(b).
"OUTSTANDING INTEREST RATE SWAP PREPAYMENT
AMOUNT" means the sum of the then Basis
Prepayment Balance and the then Fixed Rate
Prepayment Balance.
"PRESCRIBED RATINGS" means:
(a) in respect of the Fixed Rate
Swaps, either a long term rating
of A2 or a short term rating of
P-1 or higher by ▇▇▇▇▇'▇ 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, a
short term rating of P-1 by
▇▇▇▇▇'▇ and either a long term
rating of A or a short term
rating of A-1 by S&P.
"SERIES SUPPLEMENT" means the Series
Supplement dated on or about the date of
this Agreement between Party A, Homepath Pty
Limited ABN 35 081 986 530, Party B and the
Manager.
"SERIES TRUST" means the Medallion Trust
Series [ ]constituted by the Master Trust
Deed and the Series Supplement.
"SHORT-TERM INVESTMENT INCOME" in relation
to a Distribution Date means interest and
other income received by the Trustee during
the Swap Collection Period immediately
preceding that Distribution Date in respect
of:
(a) the moneys standing to the
credit of the Collections
Account (other than interest
earned on the Collections
Account during the Collections
Period in respect of the Cash
Advance Deposit or the Interest
Rate Swap Provider Deposit as
calculated, respectively, in
accordance with clauses 8.6 and
8.8 of the Series Supplement);
(b) amounts representing interest
paid by the Servicer pursuant to
clause 22.5 of the Series
Supplement; and
(c) Authorised Short-Term
Investments held by the Series
Trust (whether or not
reinvested).
"SWAP COLLECTION PERIOD" means:
(a) with respect to the first
Determination Date, the period
commencing on (and including)
the Closing Date and ending on
(but excluding) that
Determination Date; and
(b) with respect to each subsequent
Determination Date, the period
commencing on (and including)
the previous Determination Date
and ending on (but excluding)
that Determination Date.
"VARIABLE INTEREST EARNED" in relation to a
Distribution Date, and the Swap Collection
Period ending immediately prior to that
Distribution Date, means the aggregate of:
(a) all debit entries made during
that Swap Collection Period to
the accounts established in the
Servicer's records for the
Mortgage Loans forming part of
the Assets of the Series Trust
representing interest charged at
a variable rate (plus any
interest off-set benefits in
respect of Mortgage Interest
Saver Accounts which represents
amounts which, if not for the
terms of the Mortgage Interest
Saver Accounts, would have been
so debited during that Swap
Collection Period to those
accounts to the extent paid by
CBA pursuant to clause 15.4 of
the Series Supplement and
deposited to the Collections
Account prior to that
Distribution Date); and
(b) the aggregate, as at the close of
business on the last day of that
Swap Collection Period, of all
accrued but not charged variable
rate interest on the Mortgage
Loans forming part of the Assets
of the Series Trust less the
aggregate, as at the opening of
business on the first day of that
Swap Collection Period, of all
accrued but not charged variable
rate interest on the Mortgage
Loans forming part of the Assets
of the Series Trust.
"WEIGHTED MARGIN" in relation to a
Distribution Date means the amount,
expressed as a percentage, determined by the
following calculation:
CA1 CA2 CA3 CB ▇▇ ▇▇
WM = (--- x CA1M) + (--- x CA2M) + (--- x CA3M) + (--- x CbM) + (--- x RBM) + (--- x SRM)
TSA TSA TSA TSA TSA TSA
where:
WM = the Weighted Margin;
CA1 = the A$ Equivalent of the
aggregate Stated Amounts of the
Class A-1 Notes on the
Determination Date immediately
preceding that Distribution
Date;
CA1M = the Spread specified in
paragraph 5.2 of the
confirmations for the Class A-1
Currency
Swap on that Distribution Date;
CA2 = the aggregate of the Stated
Amounts of the Class A-2 Notes
on the Determination Date
immediately preceding that
Distribution Date;
CA2M = the Issue Margin in respect of
the Class A-2 Notes during the
Accrual Period ending
immediately prior to that
Distribution Date;
CA3 = the A$ Equivalent of the
aggregate Stated Amounts of the
Class A-3 Notes on the
Determination Date immediately
preceding that Distribution
Date;
CA3M = the Spread specified in
paragraph 5.2 of the
confirmations for the Class A-3
Currency Swap on that
Distribution Date;
CB = the aggregate of the Stated
Amounts of the Class B Notes on
the Determination Date
immediately preceding that
Distribution Date;
CBA = the Issue Margin in respect of
the Class B Notes;
RB = the aggregate of the Stated
Amounts of the Redraw Bonds on
the Determination Date
immediately preceding that
Distribution Date;
RBM = the weighted average of the
Issue Margins in respect of the
Redraw Bonds outstanding on the
Determination Date immediately
prior to that Distribution Date
during the Accrual Period ending
immediately prior to that
Distribution Date (based on the
Stated Amounts of those Redraw
Bonds);
SR = the Standby Redraw Facility
Principal on the Determination
Date immediately preceding that
Distribution Date;
SRM = the Drawdown Margin as defined
in the Standby Redraw Facility
Agreement; and
TSA = the sum of CA1, CA2, CA3, CB,
RB and SR.".
(d) INTERPRETATION:
(i) references to time are references to Sydney
time;
(ii) a reference to "WILFUL DEFAULT" in relation
to Party B means, subject to 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 (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).
(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 obligation under this Agreement
or any Transaction Document (including incur any
further liability) unless the Trustee's liability is
limited in a manner which is consistent with this
Section 15 or otherwise in a manner satisfactory to the
Trustee in its absolute discretion.".
(8) QUARTERLY SWAP STATEMENT: Prior to each Distribution Date the
Manager will prepare and deliver to Party A and Party B a quarterly
payment notice containing the information specified in Annexure 3 of
this Agreement.
(9) FURTHER ASSURANCES: Each party will, upon request by the other party
(the "REQUESTING PARTY") at the expense of the requesting party,
perform all such acts and execute all such agreements, assurances
and other documents and instruments as the requesting party
reasonably requires (and, in the case of Party B, are within the
powers granted to Party B under the Master Trust Deed) to assure and
confirm the rights and powers afforded, created or intended to be
afforded or created, under or in relation to this Agreement and each
Transaction or other dealing which occurs under or is contemplated
by it.
(10) INTEREST RATE SWAP AGREEMENT: The parties acknowledge and agree that
for the purposes of the Transaction Documents that this Agreement is
an Interest Rate Swap Agreement and Party A is an Interest Rate Swap
Provider.
(11) PROCEDURES FOR ENTERING INTO TRANSACTIONS:
(a) For the purposes of Section 9(e)(ii), Party A will, by
or promptly after the relevant Trade Date, send Party B
and the Manager two Confirmations substantially in the
form set out in Annexure 1 and 2 respectively (or in
such other form as may be agreed between Party A, Party
B and the Manager), and Party B and the Manager must
promptly then confirm the accuracy of and sign and
return, or request the correction of each such
Confirmation.
(b) Party B will enter into each Transaction in its capacity
as trustee of the Series Trust.
(12) AUTHORISED OFFICER: Each party will be entitled to assume, in the
absence of any knowledge to the contrary, that any person signing
any Confirmation, notice or other written communication issued in
respect of this Agreement on behalf of a party is an Authorised
Officer of that party.
(13) RECORDED CONVERSATIONS: Each party:
(a) consents to the electronic recording of its telephone
conversations with the other party (or any of its
associated persons) with or without the use of an
automatic tone warning device;
(b) will provide transcripts of such recordings (if any)
upon reasonable request by the other party (at the
reasonable cost of the party requesting);
(c) acknowledges that such recordings and transcripts can be
used as evidence by either party in any dispute between
them; and
(d) acknowledges that neither is obligated to maintain
copies of such recordings and transcripts for the
benefit of the other party.
(14) FURTHER FIXED RATE SWAPS AND DOWNGRADING OF PARTY A: Insert the
following new Sections 16, 17, 18 and 19 after Section 15:
"16. FURTHER FIXED RATE SWAPS
(a) If, pursuant to clause 16.6(j) of the Series
Supplement, in order for the
Servicer to permit a Conversion the Servicer
requests the Manager (and the Manager
directs Party B) to enter into a Fixed Rate
Swap in accordance with this Section 16 for
a maximum term not exceeding 10 years, Party
B and the Manager will be deemed to have
satisfied their respective obligations to
enter into such Fixed Rate Swap if the
calculation of the Fixed Rate Swap Amount
for the purposes of a Fixed Rate Swap then
existing includes the Amounts Outstanding in
relation to the Mortgage Loans the subject
of the Conversion.
(b) If Section 16(a) does not apply and Party B
and the Manager enter into one or more
further Fixed Rate Swaps pursuant to clause
16.6(j) of the Series Supplement to hedge
the interest rate risk of one or more
Mortgage Loans the subject of a Conversion,
each such further Fixed Rate Swap must:
(i) (NOTIONAL AMOUNT): have a
Notional Amount for each
Calculation Period at least
equal to the aggregate Amounts
Outstanding as at the first day
of the relevant Calculation
Period in relation to the
Mortgage Loans the subject of
the Conversion which have the
same fixed rate and End Date;
(ii) (EFFECTIVE DATE): have as an
Effective Date the Distribution
Date immediately following the
last day of the Swap Collection
Period in which the Conversion
occurs;
(iii) (TERMINATION DATE): have a
scheduled Termination Date on or
prior to the tenth anniversary
of its Trade Date unless the
Rating Agencies confirm that
entering into the Fixed Rate
Swap for a longer period will
not result in a reduction,
qualification or withdrawal of
the credit ratings then assigned
by them to the Securities; and
(iv) (CONFIRMATION): in all other
respects be confirmed as a Fixed
Rate Swap in accordance with
this Agreement and the sample
Confirmation for Fixed Rate
Swaps set out in Annexure 2 to
this Agreement.
The Spread applicable to the Floating Amounts, if any,
in respect of each Fixed Rate Swap entered into
following a Conversion shall be the Weighted Margin in
respect of the relevant Distribution Date plus 0.71% per
annum.
17. RATINGS DOWNGRADE OF PARTY A - FIXED RATE SWAPS: If, as
a result of the reduction or withdrawal of its credit
rating by a Rating Agency, Party A does not have the
Prescribed Rating in relation to the Fixed Rate Swaps,
Party A must:
(a) (▇▇▇▇▇'▇): where it ceases to have the
Prescribed Ratings from ▇▇▇▇▇'▇ in relation
to the Fixed Rate Swap:
(i) within 30 Business Days of Party
A ceasing to have such
Prescribed Ratings if and while
Party A has a long term credit
rating of at least A3 by
▇▇▇▇▇'▇; 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
▇▇▇▇▇'▇,
(or such greater period as is agreed to in
writing by ▇▇▇▇▇'▇), 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; and
(b) (S&P): where it ceases to have the
Prescribed Rating in relation to the Fixed
Rate Swap from S&P at its cost alone:
(i) immediately seek to enter into,
and enter into by no later than
60 days after Party A ceases to
have the Prescribed Ratings in
respect of the Fixed Rate Swap
from S&P, an agreement novating
its rights and obligations under
this Agreement in respect of the
Fixed Rate Swap to a replacement
counterparty which holds the
Prescribed Ratings in respect of
the Fixed Rate Swap and, if a
transfer in accordance with this
Section 17(b)(i) has not
occurred within 30 days after
Party A ceases to have the
Prescribed Ratings in respect of
the Fixed Rate Swap from S&P,
lodge in an Eligible Account as
a prepayment of its obligations
in respect of the Fixed Rate
Swaps an amount equal to the
Fixed Rate Prepayment Amount as
defined in Section 17(c); or
(ii) (if Party A is unable to effect
a transfer in accordance with
Section 17(b)(i) within 60 days
of Party A ceasing to have the
Prescribed Rating in respect of
the Fixed Rate Swap from S&P or
if Party A otherwise elects)
enter into such other
arrangements in respect of the
Fixed Rate Swap which are
satisfactory to the Manager and
which each Rating Agency
confirms in writing will not
result in a reduction,
qualification or withdrawal of
the credit ratings then assigned
by it to the Notes.
(c) (FIXED RATE PREPAYMENT AMOUNT): For the
purposes of this Section 17 the Fixed Rate
Prepayment Amount will be an amount equal to
the greater of the following:
(i) where Party A does not have the
Prescribed Rating in respect of
the Fixed Rate Swap 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
(ii) where Party A does not have the
Prescribed Rating in respect of
the Fixed Rate Swap from S&P,
the greater of:
A. zero;
B. CR;
C. an amount equal to 1
percent of the then
Amounts Outstanding
of all Mortgage Loans
then being charged
interest at a fixed
rate; and
D. the net amount (if
any) as determined
by the Manager that
is expected to be
due by Party A to
Party B in respect
of the Fixed Rate
Swap on the
immediately
following
Distribution Date
(calculated on the
basis that there
will be no
prepayments made by
the Mortgagors under
the Mortgage Loans
then being charged
interest at a fixed
rate and no
conversion of the
interest rate
payable under any
Mortgage Loan from a
fixed rate to a
variable rate or
from a variable rate
to a fixed rate
during the relevant
Swap Collection
Period).
Where:
CR = MM + V
"MM" means the aggregate of the
mark-to-market value (whether
positive or negative) of all
Fixed Rate Swaps determined in
accordance with Section 17(d) no
earlier than 3 Business Days
prior to the date that the Fixed
Rate Prepayment Amount is
lodged.
"V" means the volatility buffer,
being the value calculated by
multiplying the aggregate
Notional Amounts (as defined in
the relevant Confirmations) of
the Fixed Rate Swaps at the most
recent Distribution Date by the
relevant percentage obtained
from the following table:
-------------------------------------------------------------------
WHERE THE PERIOD WHERE THE PERIOD WHERE THE PERIOD
BETWEEN THE DATE OF BETWEEN THE DATE OF BETWEEN THE DATE OF
RECALCULATION AND RECALCULATION AND THE RECALCULATION AND
THE WEIGHTED AVERAGE WEIGHTED AVERAGE OF THE WEIGHTED AVERAGE
OF THE MATURITY THE MATURITY DATES OF OF THE MATURITY
DATES OF THE THEN THE THEN FIXED RATE DATES OF THE THEN
FIXED RATE PERIODS PERIODS IN RESPECT OF FIXED RATE PERIODS
IN RESPECT OF MORTGAGE LOANS IN RESPECT OF
MORTGAGE LOANS FORMING PART OF THE MORTGAGE LOANS
FORMING PART OF THE ASSETS OF THE SERIES FORMING PART OF THE
ASSETS OF THE SERIES TRUST WHICH ARE ASSETS OF THE SERIES
TRUST WHICH ARE CHARGED A FIXED RATE TRUST WHICH ARE
CHARGED A FIXED RATE OF INTEREST IS CHARGED A FIXED RATE
OF INTEREST IS LESS GREATER THAN 5 YEARS OF INTEREST IS
THAN OR EQUAL TO 5 AND LESS THAN OR GREATER THAN 10 YEARS
YEARS EQUAL TO 10 YEARS
-------------------------------------------------------------------
1.5 3.15 6
-------------------------------------------------------------------
(d) (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).
(e) (RECALCULATION): Party A must recalculate
the Fixed Rate Prepayment Amount (including
the CR and the mark-to-market value) on a
weekly basis. If:
(i) the recalculated Fixed Rate
Prepayment Amount is greater
than the immediately preceding
Fixed Rate Prepayment Amount,
Party A must make an additional
prepayment in accordance with
Section 17(a)(iii) or (b)(i)
within 3 Business Days of such
recalculation so that the Fixed
Rate Prepayment Balance equals
the recalculated Fixed Rate
Prepayment Amount; or
(ii) the recalculated Fixed Rate
Prepayment Amount is less than
the immediately preceding Fixed
Rate Prepayment Amount, Party B
must upon the direction of the
Manager withdraw an amount from
the Eligible Account referred to
in Section 17(a)(iii) or (b)(i)
and pay it to Party A within 3
Business Days of receiving
notice of such recalculation so
that the remaining Fixed Rate
Prepayment Balance after such
withdrawal equals the
recalculated Fixed Rate
Prepayment Amount.
(f) (INTEREST): Interest will be payable by
Party B on any prepayment by Party A under
this Section 17 in accordance with clause
8.8 of the Series Supplement.
(g) (UTILISATION): If the Fixed Rate Prepayment
Balance is applied towards an amount payable
by Party A in accordance with Section
2(f)(i) Party A must within 3 Business Days
make an additional prepayment in accordance
with Section 17(a)(iii) or (b)(i) equal to
the amount so applied.
(h) (REPAYMENT): If Party A regains the
Prescribed Rating in respect of the Fixed
Rate Swaps Party B must, upon the direction
of the Manager, repay to Party A the then
Fixed Rate Prepayment Balance.
(i) (VARIATION OF MANNER OF SATISFACTION):
Notwithstanding that Party A has elected to
satisfy its obligations pursuant to this
Section 17 in a particular manner, it may
subsequently and from time to time vary the
manner in which it satisfies its obligations
pursuant to this Section 17 (but will not be
entitled to any additional grace period in
relation to such a variation).
18. DOWNGRADING OF PARTY A - BASIS SWAP
If, as a result of the reduction or withdrawal of its
credit rating by a Rating Agency, Party A does not have
the Prescribed Rating in respect of the Basis Swap,
Party A
must:
(a) (30 BUSINESS DAYS): within 30 Business Days
of Party A ceasing to have the Prescribed
Rating if and while Party A has a short term
credit rating of at least P-1 by ▇▇▇▇▇'▇; 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 ▇▇▇▇▇'▇;
(or such greater period as is agreed to in writing by
▇▇▇▇▇'▇) (the "POSTING PERIOD"), at its cost alone and
at its election:
(c) (PREPAYMENT):
(i) on or before the last day of the
Posting Period, pay to Party B
as a prepayment of its
obligations under the Basis Swap
for the then Calculation Period,
the net amount (if any) that is
expected to be due by Party A to
Party B at the end of that
Calculation Period; and
(ii) on each of the following
Distribution Dates, pay to Party
B as a prepayment of its
obligations under the Basis Swap
for the Calculation Period
commencing on each such
Distribution Date, the net
amount (if any) that is expected
to be due by Party A to Party B
at the end of that Calculation
Period less the then Basis
Prepayment Balance at the end of
that Distribution Date,
as determined by the Manager, by depositing
such net amount (if any) into the
Collections Account in cleared funds; or
(d) (OTHER ARRANGEMENTS): enter into some other
arrangement satisfactory to the Manager and
Party B which the Rating Agencies confirm
will not result in a reduction,
qualification or withdrawal of the credit
ratings then assigned by them to the
Securities.
A prepayment on the first day of any Calculation Period
by Party A under Section 18(c) will constitute a
prepayment of Party A's payment obligations (to the
extent thereof) in respect of the Basis Swap for the
Calculation Period commencing on that Distribution Date.
Notwithstanding that Party A has elected to satisfy its
obligations pursuant to this Section 18 in a particular
manner, it may subsequently and from time to time vary
the manner in which it satisfies its obligations
pursuant to this Section 18 (but will not be entitled to
any additional grace period in relation to such a
variation). Interest will be payable by Party B on any
prepayment by Party A under this Section 18 in
accordance with clause 8.8 of the Series Supplement.
19. SECURITIES REPAID
On the date that the Invested Amount in respect of the
Securities has been reduced to zero, or the Securities
are redeemed in full or are deemed to have been redeemed
in full under the Series Supplement, whichever is the
earlier, Party A's obligations under Sections 17 and 18
will cease and Party B must pay to Party A on that date
the Outstanding Interest Rate Swap Prepayment Amount and
interest on such payment.".
(15) TRANSFER:
Section 7 is replaced with:
"7. ESSENTIAL TERM: TRANSFER
(a) Neither the interests nor the obligations of either
party in or under this Agreement (including any
Transaction) are capable of being assigned or
transferred (whether at law, in equity or otherwise),
charged or the subject of any trust (other than the
Series Trust or the trusts created pursuant to any
Credit Support Document in relation to Party B) or other
fiduciary obligation. Any action by a party which
purports to do any of these things is void.
(b) Nothing in this Section 7:
(i) restricts a transfer by a party after the
other party has agreed to the variation of
this Agreement to the extent necessary to
permit such transfer;
(ii) restricts a novation of the interests and
obligations of a party in or under this
Agreement (including any Transaction)
including, but not limited to, for the
purposes of giving effect to a transfer
under Section 6(b)(ii);
(iii) restricts a transfer by a party of all or
any part of its interest in any amount
payable to it from a Defaulting Party under
Section 6(e); or
(iv) restricts Party B from granting security
over a Transaction or this Agreement
pursuant to any Credit Support Document in
relation to Party B,
provided that the Rating Agencies have confirmed that
such transfer, variation or assignment by way of
security (as the case may be) will not result in a
reduction, qualification or withdrawal of the credit
ratings then assigned by them to the Securities.
(c) Each party acknowledges that the other party enters into
this Agreement and each Transaction on the basis that
this Section 7 must be strictly observed and is
essential to the terms of this Agreement (including each
Transaction).".
(16) KNOWLEDGE OR AWARENESS
Subject to Section 12(a), each party will only be considered to have
knowledge or awareness of, or notice of, a thing or grounds to
believe anything by virtue of the officers of that party or any
Related Body Corporate of that party which have the day to day
responsibility for the administration or management of that party's
(or a Related Body Corporate of that party's) obligations in
relation to the Series Trust or the Transactions entered into under
this Agreement having actual knowledge, actual awareness or actual
notice of that thing, or grounds or reason to believe that thing
(and similar references will be interpreted in this way).
(18) INTEREST RATE BASIS CAP
The parties agree that any Interest Rate Basis Cap entered into
between them pursuant to clause 16.6(k) of the Series Supplement
will be entered into as a transaction governed by the terms of this
Agreement.
(19) AMENDMENT TO THIS AGREEMENT
The parties to this Agreement may only amend this Agreement in
accordance with clause 33.1(b) of the Series Supplement.
ANNEXURE 1
FORM OF CONFIRMATION FOR BASIS SWAP - MEDALLION TRUST SERIES [ ]
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Limited Securitisation Advisory Services Pty. Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust Level 6
Level 7 48 ▇▇▇▇▇▇ Place
▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ 2000
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
SWAP CONFIRMATION - BASIS SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, 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 Offshore Note
Conditions in respect of the
Offshore Notes) in respect
of the Offshore Notes and
the 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 full; and
(c) the Termination Date for the
Series Trust,
subject to the Following Business Day
Convention
NOTIONAL AMOUNT: With respect to each Calculation
Period means the Basis Swap Amount
for that Calculation Period
FLOATING ADMINISTERED RATE AMOUNTS:
Floating Administered Rate Payer: Party B
Floating Administered Rate Payer Each Distribution Date
Payment Dates:
Floating Rate Option: Basis Swap Administered Rate in
relation to the Distribution Date
Floating Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING BBSW WEIGHTED RATE AMOUNTS:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Each Distribution Date
Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the Calculation
Period
Spread: 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 the Basis
Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED ABN 42 000 001 COMMONWEALTH BANK OF AUSTRALIA
007, as trustee of the Medallion ABN 48 123 123 124
Trust Series [ ]
By: _______________________________ By: _______________________________
(Authorised Officer) (Authorised Officer)
Name: _______________________________ Name: _______________________________
Title: _______________________________ Title: _______________________________
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
ANNEXURE 2
FORM OF CONFIRMATION FOR FIXED RATE SWAPS - MEDALLION TRUST SERIES [ ]
[COMMONWEALTH BANK OF AUSTRALIA LETTERHEAD]
[DATE]
TO: Perpetual Trustee Company Limited Securitisation Advisory Services Pty.
ABN 42 000 001 007 Limited
as trustee of the Series Trust ABN 88 064 133 946
Level 7 Level 6
9 Castlereagh Street ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation Attention: Manager, Securitisation
Services
SWAP CONFIRMATION - FIXED RATE SWAP
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, 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 Fixed Rate Swap
Amount for that Calculation Period
FIXED AMOUNTS:
Fixed Rate Payer: Party B
Fixed Rate Payer Payment Dates: Each Distribution Date
Fixed Rate: The Fixed Swap Administered Rate in
relation to the Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
FLOATING AMOUNTS:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each Distribution Date
Dates:
Floating Rate Option: Bank Bill Rate for the Accrual Period
corresponding to the Calculation
Period
Spread: 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 the 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 COMMONWEALTH BANK OF AUSTRALIA
ABN 42 000 001 007, as trustee of the ABN 48 123 123 124
Medallion Trust Series [ ]
By: _______________________________ By: _______________________________
(Authorised Officer) (Authorised Officer)
Name: _______________________________ Name: _______________________________
Title: _______________________________ Title: _______________________________
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES PTY.
LIMITED ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
ANNEXURE 3
QUARTERLY PAYMENT NOTICE - MEDALLION TRUST SERIES [ ]
TO: COMMONWEALTH BANK OF AUSTRALIA ABN 48 123 123 124 ("PARTY A")
AND TO: PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007, as trustee of
the Series Trust, ("PARTY B")
FROM: SECURITISATION ADVISORY SERVICES PTY. LIMITED ABN 88 064 133 946
(the "MANAGER")
ISDA MASTER AGREEMENT dated [ ] between Party A,
Party B and the Manager (the "AGREEMENT")
Determination Date:
The Manager has determined and gives notice of the following:
1. BASIS SWAP
(a) Notional Amount for the current Calculation Period:
(b) Basis Swap Administered Rate for the current Calculation Period just
ended:
2. FIXED RATE SWAP
(a) Notional Amount for the current Calculation Period:
(b) Fixed Rate Administered Rate for the current Calculation Period just
ended:
3. RATE SET
(a) Bank Bill Rate for the current Calculation Period:
(b) Weighted Margin for the current Calculation Period:
4. NET BREAK RECEIPTS AND PAYMENTS
(a) The Net Break Receipt (if any) in respect of the Determination Date:
(b) The Net Break Payment (if any) in respect of the Determination Date:
5. NET AMOUNT
(a) Net amount due for payment by Party A on the immediately following
Payment Date:
(b) Net amount due for payment by Party B on the immediately following
Payment Date:
Terms used and not otherwise defined in this notice have the same meaning as in
the Agreement, as amended, supplemented or novated from time to time.
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________