EXHIBIT 10.3
Draft: 18 August 2000
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Commonwealth Bank of Australia
Party A
Perpetual Trustee Company Limited
Party B
Securitisation Advisory Services Pty. Limited
Manager
Series 2000-2G Medallion Trust
ISDA Master Agreement
(Interest Rate Swap Agreement)
Levels 23-35 No 0 X'Xxxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
XX Xxx X0 Xxxxxxxxx Xxxxxx Xxxxxx XXX 0000 DX 000 Xxxxxx
Tel + 00 0 0000 0000 Fax + 00 0 0000 0000
Our ref - 174/642/1545256 Contact - Xxxxxx Xxxxxxxx
Sydney . Melbourne . Brisbane . Perth . Canberra . Darwin
Liability is limited by the Solicitors Scheme under the Professional Standards
Act 1994 NSW
Schedule to the ISDA Master Agreement
dated as of 2000 between
Parties Commonwealth Bank of Australia, ACN 123 123 124 ("Party A")
Perpetual Trustee Company Limited, ACN 000 001 007, as trustee of
the Series 2000-2G Medallion Trust ("Party B")
Securitisation Advisory Services Pty. Limited, ACN 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 Swap, Loss will apply;
B. in respect of the Fixed Rate Swap and the Interest Rate
Basis Cap, Market Quotation will apply; and
(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;
(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 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.
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Part 3. Agreement to Deliver Documents
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required to Form/Document/Certificate Date by which to be delivered
deliver document
Party A and Party B Any document or certificate reasonably On the earlier of (a) learning that
required or reasonably requested by a such document or certificate is
party in connection with its required and (b) as soon as reasonably
obligations to make a payment under practicable following a request by a
this Agreement which would enable that party.
party to make the payment free from any
deduction or withholding for or on
account of Tax or which would reduce
the rate at which deduction or
withholding for or on account of Tax is
applied to that payment.
(b) Other documents to be delivered are:
Party required Form/Document/Certificate Date by which to be delivered Covered by
to deliver Section 3(d)
document Representation
Party A A certificate from Party A (or, On execution and delivery of any Yes
if available, Party A's current Confirmation unless that
authorised signature book) certificate has already been
specifying the names, title and supplied for that purpose and
specimen signatures of the remains true and in effect and
Authorised Officers of Party A. when the list is updated or upon
request.
Party A, Party B A legal opinion as to the At any time prior to the Closing No
and the Manager validity and enforceability of Date.
that party's obligations under
this Agreement in form and
substance (and issued by legal
counsel) reasonably acceptable
to the other party.
The Manager A copy (certified by the Not less than 5 Business Days Yes
Manager) of the Credit Support (or such lesser period as Party
Document and (without limiting A agrees to) before the Trade
any obligation Party B may have Date of the first occurring
under the terms of the Credit Transaction and in the case of
Support Document to notify Party any amending documents entered
A of amendments) a copy into subsequent to that date,
(certified by the Manager) of promptly after each amending
any document that amends in any document (if any) has been
way the terms of entered into.
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the Credit Support Document.
For the purposes of this paragraph (b) a copy of a document is taken to be
certified by the Manager if an Authorised Officer of the Manager 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.
(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.
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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
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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 (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
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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).
(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)."
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(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;";
(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
8
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), the 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"."
(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 ---------------------) + VCI
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;
VCI = the Variable Charged Interest in relation to that
Distribution Date; and
n = the number of days in the 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
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Confirmation set out in Annexure 1 (or as otherwise agreed
between Party A, Party B and the Manager).
"Basis Swap Amount" in relation to a Calculation Period
means the aggregate Amounts Outstanding in relation to all
Mortgage Loans being charged a variable rate as at the
opening of business on the Determination Date falling within
the preceding Calculation Period.
"Conversion" means the conversion of a Mortgage Loan forming
part of the Assets of the Series Trust which is being
charged interest at a variable rate to a Mortgage Loan which
is being charged interest at a fixed rate.
"Eligible Account" means an account in the name of the
Trustee as trustee of the Series Trust held with a financial
institution with short term credit ratings of P-1 by
Xxxxx'x, 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 charged interest at a fixed rate.
"Fixed Charged Interest" in relation to a Distribution Date
means the aggregate of all debit entries made during the
Collection Period immediately preceding that 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 Distribution Date).
"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 ------------------ + FCI
FRSA + OFRSA + BSA 365
FRSA = ----------------------------- 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
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immediately before that Distribution Date;
FCI = the Fixed Charged Interest in relation to that
Distribution Date; and
n = the number of days in the Collection Period
immediately preceding that Distribution Date.
"Fixed Rate Prepayment Balance" means the amount then
standing to the credit of the Eligible Account in respect of
prepayments by Party A pursuant to Sections 17(a)(iii),
(b)(i), (d)(i) or (f) and which has not been utilised
pursuant to Section 2(f)(i) or repaid to Party A pursuant
to Sections 17(d)(ii) or (g).
"Fixed Rate Swap Amount" in relation to a Calculation Period
means:
(a) the aggregate Amounts Outstanding in relation to all
Mortgage Loans (excluding Mortgage Loans being
charged a variable rate) as at the opening of
business on the Determination Date falling within the
preceding Calculation Period;
(b) less the Other Fixed Rate Swap Amount in relation to
that Calculation Period.
"Fixed Rate Swap" means the Transaction entered into between
Party A, Party B and the Manager on the terms specified in
the form of the Confirmation set out in Annexure 2 (or as
otherwise agreed between Party A, Party B and the Manager)
and each Transaction entered into pursuant to Section 16.
"Fixed Swap Rate" means that the rate for a Reset Date will
be the rate calculated by taking the weighted average of the
interest rates charged in respect of each account
established in the Mortgage Loan System for the Mortgage
Loans charged a fixed rate of interest on that Reset Date,
rounded up to four decimal places.
"Interest Rate Basis Cap" means the interest rate cap, if
any, entered into between Party A, Party B and the Manager
on or prior to the Closing Date.
"Master Trust Deed" means the Master Trust Deed dated 8
October 1997 between Party B (as Trustee) and the Manager,
as amended from time to time.
"Other Fixed Rate Swap Amount" in relation to a Calculation
Period means the aggregate Amounts Outstanding as at the
opening of business on the Determination Date falling within
the preceding Calculation Period in respect of each Mortgage
Loan where a further Fixed Rate Swap has been entered into,
and is then current, to hedge the interest rate risk in
respect of the Mortgage Loan pursuant to Section 16(b).
"Outstanding Interest Rate Swap Prepayment Amount" means the
sum of the then Basis Prepayment Balance and the then Fixed
Rate Prepayment Balance.
"Prescribed Ratings" means:
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(a) in respect of the Fixed Rate Swaps, a long term
rating of A2 or higher by Xxxxx'x, a short term
rating of F1+ by Fitch and either a long term rating
of A or a short term rating of A-1 by S&P; and
(b) in respect of the Basis Swap, short term ratings of
P-1 by Xxxxx'x and F1+ by Fitch and either a long
term rating of A or a short term rating of A-1 by
S&P.
"Series Supplement" means the Series Supplement dated on or
about the date of this Agreement between Party A, Party B
and the Manager.
"Series Trust" means the Series 2000-2G Medallion Trust
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 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, the Seller
Deposit or the Interest Rate Swap Provider Deposit as
calculated, respectively, in accordance with clauses
8.6, 15.5 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).
"Variable Charged Interest" in relation to a Distribution
Date means the aggregate of all debit entries made during
the Collection Period immediately preceding that
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 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.
"Weighted Margin" in relation to a Distribution Date means
the amount, expressed as a percentage, determined by the
following calculation:
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CAI CA2 CB XX XX
WM= (--- X CAIM)+(--- X CA2M)+(--- X CBM)+(--- X RBM)+(--- X SRM)
TSA TSA TSA TSA TSA
where:
WM = the Weighted Margin;
CA1 = the A$ Equivalent of the aggregate Stated Amounts
of the Class A-1 Notes on the Determination Date
immediately preceding that Distribution Date;
CA1M = the Spread specified in paragraph 5.2 of the
confirmations for the Class A-1 Currency Swaps on
that Distribution Date;
CA2 = the aggregate of the Stated Amounts of the Class X-
0 Notes on the Determination Date immediately
preceding that Distribution Date;
CA2M = the Issue Margin in respect of the Class A-2 Notes
during the Accrual Period ending immediately prior
to that Distribution Date;
CB = the aggregate of the Stated Amounts of the Class B
Notes on the Determination Date immediately
preceding that Distribution Date;
CBA = the Issue Margin in respect of the Class B Notes;
RB = the aggregate of the Stated Amounts of the Redraw
Bonds on the Determination Date immediately
preceding that Distribution Date;
RBM = the weighted average of the Issue Margins in respect
of the Redraw Bonds outstanding on the Determination
Date immediately prior to that Distribution Date
during the Accrual Period ending immediately prior
to that Distribution Date (based on the Stated
Amounts of those Redraw Bonds);
SR = the Standby Redraw Facility Principal on the
Determination Date immediately preceding that
Distribution Date; and
SRM = the Drawdown Margin as defined in the Standby Redraw
Facility Agreement.
TSA = the sum of CA1, CA2, CB, RB and SR.
(d) Interpretation:
(i) references to time are references to Sydney time;
(ii) a reference to "wilful default" in relation to Party B
means, subject to 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
13
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
(ii) "Transaction" in this Agreement or any Confirmation is
deemed to be a reference to a "Swap Transaction" for the
purpose of interpreting the
14
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
xxx Party B in respect of liabilities incurred by Party B acting in
its capacity as trustee of the Series Trust in any capacity other
than as trustee of the Series Trust, including seek the appointment
of a receiver (except in relation to Assets of the Series Trust),
or a liquidator, or an administrator, or any similar person to
Party B or prove in any liquidation, administration or similar
arrangements of or affecting Party B (except in relation to the
Assets of the Series Trust).
(c) (Breach of Trust): The provisions of this Section 15 will not
apply to any obligation or liability of Party B to the extent that
it is not satisfied because under the Master Trust Deed, the Series
Supplement or any other Transaction Document or by operation of law
there is a reduction in the extent of Party B's indemnification out
of the Assets of the Series Trust, as a result of Party B's fraud,
negligence or wilful default.
(d) (Acts or omissions): It is acknowledged that the Relevant Parties
are responsible under the Transaction Documents for performing a
variety of obligations relating to the Series Trust. No act or
omission of Party B (including any related failure to satisfy its
obligations or any breach of a representation or warranty under
this Agreement) will be considered fraudulent, negligent or a
wilful default of Party B for the purpose of paragraph (c) of this
Section 15 to the extent to which the act or omission was caused
or contributed to by any Relevant Person or any other person
appointed by Party B under any Transaction Document (other than a
person whose acts or omissions Party B is liable for in accordance
with any Transaction Document) to fulfil its obligations relating
to the Series Trust or by any other act or 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
15
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
16
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 Collection Period in which the Conversion
occurs;
(iii) (Termination Date): have a scheduled Termination Date
on or prior to the tenth anniversary of its Trade
Date unless the Rating Agencies confirm that entering
into the Fixed Rate Swap for a longer period will not
result in a reduction, qualification or withdrawal of
the credit ratings then assigned by them to the
Securities; and
(iv) (Confirmation): in all other respects be confirmed as
a Fixed Rate Swap in accordance with this Agreement
and the sample Confirmation for Fixed Rate Swaps set
out in Annexure 2 to this Agreement.
The Spread applicable to the Floating Amounts, if any, in respect
of each Fixed Rate Swap entered into following a Conversion shall
be the Weighted Margin in respect of the relevant Distribution Date
plus [0.71]% per annum.
17. Ratings Downgrade of Party A - Fixed Rate Swaps: If, as a result of
the reduction or withdrawal of its credit rating by a Rating
Agency, Party A does not have the Prescribed Rating in relation to
the Fixed Rate Swaps, Party A must:
(a) (Fitch or Xxxxx'x): where it ceases to have the Prescribed
Ratings from Fitch or Xxxxx'x in relation to the Fixed Rate
Swap:
(i) within 30 Business Days of Party A ceasing to have
such Prescribed Ratings if and while Party A has a
long term credit rating of at least A3 by Xxxxx'x and
a short term credit rating of at least F1 by Fitch;
or
(ii) otherwise, and if sooner, within 5 Business Days of
Party A ceasing to have a long term credit rating of
at least A3 by Xxxxx'x and a short term credit rating
of at least F1 by Fitch;
(or such greater period as is agreed to in writing by each
relevant Rating
17
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 F1 by Fitch, lodge in
an Eligible Account as a prepayment of its
obligations in respect of the Fixed Rate Swaps an
amount equal to the Fixed Rate Prepayment Amount as
defined in Section 17(c); or
(iv) enter into an agreement novating its rights and
obligations under this Agreement in respect of the
Fixed Rate Swaps to a replacement counterparty
acceptable to the Manager and which the Rating
Agencies confirm in writing will not result in a
reduction, qualification or withdrawal of the credit
ratings then assigned by them to the Securities; or
(v) enter into such other arrangements in respect of all
Fixed Rate Swaps which are satisfactory to the
Manager and which the Rating Agencies confirm in
writing will not result in a reduction, qualification
or withdrawal of the credit ratings then assigned by
them to the Securities; and
(b) (S&P): where it ceases to have the Prescribed Rating in
relation to the Fixed Rate Swap from S&P at its cost alone:
(i) immediately seek to enter into, and enter into by no
later than 60 days after Party A ceases to have the
Prescribed Ratings in respect of the Fixed Rate Swap
from S&P, an agreement novating its rights and
obligations under this Agreement in respect of the
Fixed Rate Swap to a replacement counterparty which
holds the Prescribed Ratings in respect of the Fixed
Rate Swap and, if a transfer in accordance with this
Section 17(b)(i) has not occurred within 30 days
after Party A ceases to have the Prescribed Ratings
in respect of the Fixed Rate Swap from S&P, lodge in
an Eligible Account as a prepayment of its
obligations in respect of the Fixed Rate Swaps an
amount equal to the Fixed Rate Prepayment Amount as
defined in Section 17(c); or
(ii) (if Party A is unable to effect a transfer in
accordance with Section 17(b)(i) within 60 days of
Party A ceasing to have the Prescribed Rating in
respect of the Fixed Rate Swap from S&P or if Party A
otherwise elects) enter into such other arrangements
in respect of the Fixed Rate Swap which are
satisfactory to the Manager and which each Rating
Agency confirms in writing will not result in a
reduction, qualification or withdrawal of the credit
ratings then assigned by it to the Notes.
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 the Fixed Rate Prepayment Amount will be an
amount equal to the greater of the following:
18
(i) where Party A does not have the Prescribed Rating in
respect of the Fixed Rate Swap from Fitch, an amount
acceptable to Fitch and sufficient to maintain the
credit ratings assigned to the Securities by Fitch
immediately prior to the review of Party A's credit
rating;
(ii) where Party A does not have the Prescribed Rating in
respect of the Fixed Rate Swap from Xxxxx'x, an
amount acceptable to Xxxxx'x and sufficient to
maintain the credit ratings assigned to the
Securities by Moody's immediately prior to the review
of Party A's credit rating; and
(iii) where Party A does not have the Prescribed Rating in
respect of the Fixed Rate Swap from S&P, the greater
of:
A. zero;
B. CR;
C. an amount equal to 1 percent of the then Amounts
Outstanding of all Mortgage Loans then being
charged interest at a fixed rate; and
D. the net amount (if any) as determined by the
Manager that is expected to be due by Party A to
Party B in respect of the Fixed Rate Swap on the
immediately following Distribution Date
(calculated on the basis that there will be no
prepayments made by the Mortgagors under the
Mortgage Loans then being charged interest at a
fixed rate and no conversion of the interest rate
payable under any Mortgage Loan from a fixed rate
to a variable rate or from a variable rate to a
fixed rate during the relevant Collection
Period).
Where:
CR = MM + V
"MM" means the aggregate of the xxxx-to-market value
(whether positive or negative) of all Fixed Rate
Swaps determined in accordance with Section 17(d) no
earlier than 3 Business Days prior to the date that
the Fixed Rate Prepayment Amount is lodged.
"V" means the volatility buffer, being the value
calculated by multiplying the aggregate Notional
Amounts (as defined in the relevant Confirmations) of
the Fixed Rate Swaps at the most recent Distribution
Date by the relevant percentage obtained from the
following table:
19
------------------------------------------------------------------------------------
Where the period Where the period Where the period between
between the date of between the date of the date of
recalculation and the recalculation and the recalculation and the
weighted average of weighted average of the weighted average of the
the maturity dates of maturity dates of the maturity dates of the
the then fixed rate then fixed rate periods then fixed rate periods
periods in respect of in respect of Mortgage in respect of Mortgage
Mortgage Loans Loans forming part of Loans forming part of
forming part of the the Assets of the the Assets of the Series
Assets of the Series Series Trust which are Trust which are charged
Trust which are charged a fixed rate of a fixed rate of interest
charged a fixed rate interest is greater is greater than 10 years
of interest is less than than 5 years and less
or equal to 5 years than or equal to 10
years
------------------------------------------------------------------------------------
1.5 3.15 6
------------------------------------------------------------------------------------
(d) (Xxxx to Market Value): Party A must calculate the xxxx-to-
market value of the Fixed Rate Swaps by obtaining 2 bids
from counterparties with the Prescribed Ratings willing to
provide the Fixed Rate Swaps in the absence of Party A. The
xxxx-to-market value may be a positive or a negative amount.
A bid has a negative value if the payment to be made is from
the counterparty to Party A and has a positive value if the
payment to be made is from Party A to the counterparty. The
xxxx-to-market value is the higher of the bids (on the basis
that any bid of a positive value is higher than any bid of a
negative value).
(e) (Recalculation): Party A must recalculate the Fixed Rate
Prepayment Amount (including the CR and the xxxx-to-market
value) on a weekly basis. If:
(i) the recalculated Fixed Rate Prepayment Amount is
greater than the immediately preceding Fixed Rate
Prepayment Amount, Party A must make an additional
prepayment in accordance with Section 17(a)(iii) or
(b)(i) within 3 Business Days of such recalculation
so that the Fixed Rate Prepayment Balance equals the
recalculated Fixed Rate Prepayment Amount; or
(ii) the recalculated Fixed Rate Prepayment Amount is less
than the immediately preceding Fixed Rate Prepayment
Amount, Party B must upon the direction of the
Manager withdraw an amount from the Eligible Account
referred to in Section 17(a)(iii) or (b)(i) and pay
it to Party A within 3 Business Days of receiving
notice of such recalculation so that the remaining
Fixed Rate Prepayment Balance after such withdrawal
equals the recalculated Fixed Rate Prepayment Amount.
(f) (Interest): Interest will be payable by Party B on any
prepayment by Party A under this Section 17 in accordance
with clause 8.8 of the Series Supplement.
(g) (Utilisation): If the Fixed Rate Prepayment Balance is
applied towards an amount payable by Party A in accordance
with Section 2(f) Party A must within 3 Business Days make
an additional prepayment in
20
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.
18. Downgrading of Party A - Basis Swap
If, as a result of the reduction or withdrawal of its credit rating
by a Rating Agency, Party A does not have the Prescribed Rating in
respect of the Basis Swap, Party A must:
(a) (30 Business Days): within 30 Business Days of Party A
ceasing to have the Prescribed Rating if and while Party A
has short term credit ratings of at least P-1 by Moody's and
at least F1 by Fitch; or
(b) (5 Business Days): otherwise, and if sooner, within 5
Business Days of Party A ceasing to have a short term credit
rating of at least P-1 by Moody's or at least F1 by Fitch;
(or such greater period as is agreed to in writing by each relevant
Rating Agency) (the "Posting Period"), at its cost alone and at its
election:
(c) (Prepayment):
(i) on or before the last day of the Posting Period, pay
to Party B as a prepayment of its obligations under
the Basis Swap for the then Calculation Period, the
net amount (if any) that is expected to be due by
Party A to Party B at the end of that Calculation
Period; and
(ii) on each of the following Distribution Dates, pay to
Party B as a prepayment of its obligations under the
Basis Swap for the Calculation Period commencing on
each such Distribution Date, the net amount (if any)
that is expected to be due by Party A to Party B at
the end of that Calculation Period less the then
Basis Prepayment Balance at the end of that
Distribution Date,
as determined by the Manager, by depositing such net amount
(if any) into the Collections Account in cleared funds; or
(d) (Other arrangements): enter into some other arrangement
satisfactory to the Manager and Party B which the Rating
Agencies confirm will not result in a reduction,
qualification or withdrawal of the credit ratings then
assigned by them to the Securities.
A prepayment on the first day of any Calculation Period by Party A
under Section 18(c) will constitute a prepayment of Party A's
payment obligations (to the extent thereof) in respect of the Basis
Swap for the Calculation Period commencing on that Distribution
Date. Notwithstanding that Party A has elected to satisfy its
obligations pursuant to this Section 18 in a particular manner, it
may subsequently and from time to time vary the manner in which it
satisfies its obligations pursuant to this Section 18 (but will
not be entitled to any additional grace period in relation to such
a variation). Interest will be payable by Party B on any prepayment
by Party A under this Section 18 in accordance with clause 8.8
21
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) 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:
. September 1991 Australian Addendum No. 1 (as amended in September
1992 and March 1997) - Interest Rate Caps, Collars and Floors.
22
(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.
23
Executed in Sydney.
Attorney for Attorney for
_________________________________________ ___________________________________
Commonwealth Bank of Australia, Perpetual Trustee Company Limited,
ACN 123 123 124 ACN 000 001 007, as trustee of the
Series 2000-2G Medallion Trust
Attorney for
_________________________________________
Securitisation Advisory Services Pty. Limited,
ACN 064 133 946
24
Annexure 1
Form of confirmation for Basis Swap - Series 2000-2G Medallion Trust
[Commonwealth Bank of Australia Letterhead]
[DATE]
To: Perpetual Trustee Company Limited Securitisation Advisory Services Pty. Limited
ACN 000 001 007 ACN 064 133 946
as trustee of the Series Trust Xxxxx 0
Xxxxx 0 00 Xxxxxx Xxxxx
00 Xxxxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 0000
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - Basis Swap
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or supplemented
from time to time (the "Agreement"), between Commonwealth Bank of Australia, ACN
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
25
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 Party B
Rate Payer:
Floating Administered Each Distribution Date
Rate Payer Payment
Dates:
Floating Rate Option: Basis Swap Administered Rate in relation to the
Distribution Date
Floating Rate Day Actual/365(Fixed)
Count Fraction:
Floating BBSW Weighted
Rate Amounts:
Floating BBSW Rate Party A
Payer:
Floating BBSW Rate Each Distribution Date
Payer Payment Dates:
Floating Rate Option Bank Xxxx Rate for the Accrual Period corresponding
Calculation Period
Spread Weighted Margin in respect of the relevant
Distribution Date plus [0.71]% per annum
Floating Rate Day Actual/365 (Fixed)
Count Fraction
Business Day: Sydney
Business Day Following
Convention:
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the Transaction
to which this Confirmation relates is the Basis Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
26
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of COMMONWEALTH
TRUSTEE COMPANY LIMITED, ACN 000 BANK OF AUSTRALIA, ACN 123 123 124
001 007, as trustee of the Series
2000-2G Medallion Trust
By: _________________________ By: ___________________________
Authorised Officer) (Authorised Officer)
Name: _________________________ Name: ___________________________
Title: _________________________ Title: ___________________________
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ACN 064 133 946
By: _________________________
(Authorised Officer)
Name: _________________________
Title: _________________________
27
Annexure 2
Form of Confirmation for Fixed Rate Swaps - Series 2000-2G Medallion Trust
[Commonwealth Bank of Australia Letterhead]
[DATE]
To: Perpetual Trustee Company Limited Securitisation Advisory Services Pty. Limited
ACN 000 001 007 ACN 064 133 946
as trustee of the Series Trust Xxxxx 0
Xxxxx 0 00 Xxxxxx Xxxxx
00 Xxxxxx Xxxxxx XXXXXX XXX 0000
XXXXXX XXX 0000 Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - Fixed Rate Swap
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or and
supplemented from time to time (the "Agreement"), between Commonwealth Bank of
Australia, ACN 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
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Fixed Rate Payer Payment Each Distribution Date
Dates:
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 Dates: Each Distribution Date
Floating Rate Option: Bank Xxxx Rate for the Accrual
Period corresponding to the
Calculation Period
Spread: Weighted Margin in respect of the
relevant Distribution Date plus
[0.71]% per annum
Floating Rate Day Count 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 TRUSTEE SIGNED for and on behalf of
COMPANY LIMITED, ACN 000 001 007, as trustee of COMMONWEALTH BANK OF
the Series 2000-2G Medallion Trust AUSTRALIA, ACN 123 123 124
By: _______________________________ By: _______________________
(Authorised Officer) (Authorised Officer)
Name: _______________________________ Name: _______________________
Title: _______________________________ Title: _______________________
29
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ACN 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
30
Annexure 3
Monthly quarterly Payment Notice - Series 2000-2G Medallion Trust
To: Commonwealth Bank Of Australia, ACN 123 123 124 ("Party A")
And To: Perpetual Trustee Company Limited, ACN 000 001 007, as trustee of the
Series Trust, ("Party B")
From: Securitisation Advisory Services Pty. Limited, ACN 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
Bank Xxxx Rate for the current Calculation Period:
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 novitiate from time to time.
31
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ACN 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
32
