Exhibit 10.3
[LOGO of ▇▇▇▇▇▇▇ ▇▇▇]
--------------------------------------------------------------------------------
Commonwealth Bank of Australia
Party A
Perpetual Trustee Company Limited
Party B
Securitisation Advisory Services Pty Limited
Manager
Series [ ] Medallion Trust
ISDA Master Agreement
(Interest Rate Swap Agreement)
[LOGO OF ▇▇▇▇▇▇▇ ▇▇▇]
Lawyers
Levels 23-35 No ▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ DX ▇▇▇ ▇▇▇▇▇▇
Tel + ▇▇ ▇ ▇▇▇▇ ▇▇▇▇ Fax + ▇▇ ▇ ▇▇▇▇ ▇▇▇▇
Our ref - 174/784/1697903 Contact - ▇▇▇ ▇▇▇▇▇▇▇▇
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 [ ] between
Parties Commonwealth Bank of Australia, ABN 48 123 123 124 ("Party A")
Perpetual Trustee Company Limited, ABN 42 000 001 007, as
trustee of the Series [ ] Medallion Trust ("Party B")
Securitisation Advisory Services Pty. Limited, ABN 88 064 133
946 (the "Manager")
Part 1. Termination provisions
(a) "Specified Entity" in relation to
(i) Party A, is not applicable; and
(ii) Party B, is not applicable.
(b) "Specified Transaction" means - not applicable.
(c) (i) The following provisions of Section 5 will not apply to Party
A:
Section 5(a)(ii) Section 5(a)(v) Section 5(a)(viii) Section 5(b)(iv)
Section 5(a)(iii) Section 5(a)(vi) Section 5(b)(ii)
Section 5(a)(iv) Section 5(a)(vii) Section 5(b)(iii)
(ii) The following provisions of Section 5 will not apply to Party B:
Section 5(a)(ii) Section 5(a)(v) Section 5(a)(viii) Section 5(b)(iv)
Section 5(a)(iii) Section 5(a)(vi) Section 5(b)(ii)
Section 5(a)(iv) Section 5(a)(vii) Section 5(b)(iii)
(d) The "Automatic Early Termination" provisions of Section 6(a) will not
apply.
(e) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement:
(i) A. in respect of the Basis Swaps, Loss will apply;
B. in respect of the Fixed Rate Swaps and the Interest Rate
Basis Cap, Market Quotation will apply; and
(ii) A. in respect of the Basis Swaps, neither the First Method nor
the Second Method will apply; and
B. in respect of the Fixed Rate Swaps and the Interest Rate
Basis Cap, the Second Method will apply;
(iii) the definition of "Loss" is amended by adding the following
sentence at the end of that definition:
"However in relation to a Terminated Transaction that is a Basis
Swap, each party's Loss is deemed to be zero."
(f) "Termination Currency" means Australian dollars.
1
(g) Additional Termination Event. The following is an Additional
Termination Event in relation to which Party B is the only Affected
Party and a Basis Swap is the only Affected Transaction:
If, on any day on which the weighted average Mortgage Rate applicable
to the Mortgage Loans forming part of the Assets of the Series Trust
which are charged interest at a variable rate is equal to or greater
than the then Threshold Rate, Party A notifies Party B and each Rating
Agency of its intention to terminate the relevant Basis Swap.
Part 2. Tax Representations
(a) Payer Representations. For the purpose of Section 3(e) of this
Agreement, Party A and Party B each make the following representation:
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant
Jurisdiction to make any deduction or withholding for or on account of
any Tax from any payment (other than interest under Section 2(e),
6(d)(ii) or 6(e) of this Agreement) to be made by it to any other
party under this Agreement. In making this representation, it may rely
on:
(i) the accuracy of any representations made by the other party
pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement contained in Section 4(a)(i)
or 4(a)(iii) of this Agreement and the accuracy and
effectiveness of any document provided by the other party
pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of the other party contained
in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where
reliance is placed on clause (ii) and the other party does not deliver
a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
(b) Payee Representations. For the purpose of Section 3(f) of this
Agreement, Party A will and Party B will make the following
representation:
It is an Australian resident and does not derive the payments under
this Agreement in part or whole in carrying on business in a country
outside Australia at or through a permanent establishment of itself in
that country.
Part 3. Agreement to Deliver Documents
For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other party the following documents, as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party required to 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
2
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, 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 and A legal opinion as to the validity At any time prior to the Closing No
the Manager and enforceability of that party's Date.
obligations under this Agreement
in form and substance (and issued
by legal counsel) reasonably
acceptable to the other party.
The Manager A copy (certified by the Manager) Not less than 5 Business Days (or Yes
of the Credit Support Document and such lesser period as Party A
(without limiting any obligation agrees to) before the Trade Date
Party B may have under the terms of the first occurring Transaction
of the Credit Support Document to and in the case of any amending
notify Party A of amendments) a documents entered into subsequent
copy (certified by the Manager) of to that date, promptly after each
any document that amends in any amending document (if any) has
way the terms of the Credit been entered into.
Support Document.
For the purposes of this paragraph (b) a copy of a document is taken to be
certified by the Manager if an Authorised Officer of the Manager has certified
it to be a true and complete copy of the document of which it purports to be a
copy.
Part 4. Miscellaneous
(a) Addresses for Notices. For the purpose of Section 12(a) of this
Agreement, the address for notices or communications to a party is the
address notified by that party to the other parties for this purpose
from time to time.
(b) Process Agent. For the purpose of Section 13(c) of this Agreement:
Party A appoints as its Process Agent - Not Applicable
Party B appoints as its Process Agent - Not Applicable
(c) Offices. The provisions of Section 10(a) will not apply to this
Agreement.
3
(d) Multibranch Party. For the purpose of Section 10(c) of this Agreement.
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
(e) Calculation Agent. The Calculation Agent is the Manager.
(f) Credit Support Document. Details of any Credit Support Document:
(i) in relation to Party A: Nil;
(ii) in relation to Party B: the Security Trust Deed.
(g) Credit Support Provider.
(i) In relation to Party A: Not Applicable.
(ii) In relation to Party B: Not Applicable.
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the laws in force in New South Wales and Section
13(b)(i) is deleted and replaced by the following:
"(i) submits to the non-exclusive jurisdiction of the courts of New
South Wales and courts of appeal from them; and"
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this
Agreement will apply in respect of the following groups of
Transactions:
Group 1 - all Transactions being swaps
Group 2 - all Transactions being interest rate options
(j) "Affiliate" will have the meaning specified in Section 14 of this
Agreement. For the purposes of Section 3(c), Party A and Party B are
deemed not to have any Affiliates.
Part 5. Other Provisions.
(1) Payments: In Section 2:
(a) In Section 2(a)(i) add the following sentence:
"Each payment will be by way of exchange for the corresponding
payment or payments payable by the other party".
(b) In Section 2(a)(ii) the first sentence is deleted and replaced
with the following sentence:
"Unless specified otherwise in this Agreement, payments under
this Agreement will be made by 10.00am on the due date for value
on that date in the place of the account specified in the
relevant Confirmation or otherwise pursuant to this Agreement, in
freely transferable funds, free of any set-off, counterclaim,
deduction or withholding (except as expressly provided in this
Agreement) and in the manner customary for payment in the
required currency".
4
(c) Insert a new paragraph (iv) in Section 2(a) immediately
after Section 2(a)(iii) as follows:
"(iv) The condition precedent in Section
2(a)(iii)(1) does not apply to a payment due
to be made to a party if it has satisfied
all its payment obligations under Section
2(a)(i) of this Agreement and has no future
payment obligations, whether absolute or
contingent under Section 2(a)(i)."
(d) Add the following new sentence to Section 2(b):
"Each new account so designated will be in the same tax
jurisdiction as the original account."
(e) In Section 2(c) insert the following words at the end of
the first paragraph:
"Subject to Section 2(f), the aggregate amount that
would otherwise be payable will not take into account
amounts due on that Payment Date pursuant to Sections
2(g), 17, 18 or 19."
(f) Delete Section 2(d)(i)(4) in its entirety.
(g) In Section 2(d)(ii)(1) delete the following where they
appear:
"in respect of which X would not be required to pay an
additional amount to Y under Section 2(d)(i)(4)".
(h) Insert new Sections 2(f) and 2(g) as follows:
"(f) If on a Payment Date an amount would
otherwise be payable by Party A pursuant to
Section 2(c):
(i) in respect of a Fixed Rate Swap,
then such amount will, unless
otherwise agreed between Party A
and Party B, be satisfied in
part, or whole, from the then
Fixed Rate Prepayment Balance;
and
(ii) in respect of a Basis Swap, then
such amount will, unless
otherwise agreed between Party A
and Party B, be satisfied in
part, or whole, from the then
Basis Prepayment Balance.
(g) On each Payment Date that a Fixed Rate Swap
is existing:
(i) Party B will pay Party A any Net
Break Payment determined by the
Manager on the preceding
Determination Date in accordance
with the Series Supplement; and
(ii) Party A will pay Party B any Net
Break Receipt determined by the
Manager on the preceding
Determination Date in accordance
with the Series Supplement."
(2) Representations: In Section 3:
(a) Section 3(a)(v) is amended by inserting immediately
after the words "creditors' rights generally" the
following:
"(including in the case of a party being an ADI (as that
term is defined in the Reserve Bank Act, 1969 (Cth) and
section 13A(3) of the Banking Act, 1959
5
(Cth)))."
(b) Relationship Between Parties. Each party will be deemed
to represent to the other parties on the date on which
it enters into a Transaction that (absent a written
agreement between the parties that expressly imposes
affirmative obligations to the contrary for that
Transaction):-
(i) Non-Reliance. It is acting for its own
account (in the case of Party B, as trustee
of the Series Trust), and it has made its
own independent decisions to enter into that
Transaction and as to whether that
Transaction is appropriate or proper for it
based upon its own judgment (and in the case
of Party B, also upon the judgment of the
Manager) and upon advice from such advisers
as it has deemed necessary. It is not
relying on any communication (written or
oral) of any other party as investment
advice or as a recommendation to enter into
that Transaction; it being understood that
information and explanations related to the
terms and conditions of a Transaction will
not be considered investment advice or a
recommendation to enter into that
Transaction. No communication (written or
oral) received from any other party will be
deemed to be an assurance or guarantee as to
the expected results of that Transaction.
(ii) Evaluation and Understanding. It is capable
of evaluating and understanding (on its own
behalf or through independent professional
advice), and understands and accepts, the
terms, conditions and risks of that
Transaction. It is also capable of assuming,
and assumes, the risks of that Transaction.
(iii) Status of Parties. No other party is acting
as a fiduciary or an adviser to it in
respect of that Transaction.
(c) after "Section 3(f)" in line 2 insert "3(g), 3(h) and
3(i)";
(d) insert the following new paragraphs (g), (h) and (i) in
Section 3 immediately after Section 3(f):
"(h) Series Trust: By Party B, in respect of
Party B only:
(i) Trust Validly Created. The
Series Trust has been validly
created and is in existence at
the date of this Agreement.
(ii) Sole Trustee. It has been
validly appointed as trustee of
the Series Trust and is
presently the sole trustee of
the Series Trust.
(iii) No Proceedings to Remove. No
notice has been given to it and
to its knowledge no resolution
has been passed, or direction or
notice has been given, removing
it as trustee of the Series
Trust.
(iv) Power. It has power under the
Master Trust Deed to:
(A) enter into this Agreement
and the Credit Support
Documents in its capacity
as trustee of the Series
Trust; and
(B) mortgage or charge the
Assets of the Series Trust
in the manner provided in
the Credit Support
6
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)."
(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
7
recipient notifies the sender within one
Local Business Day of the facsimile being
sent that the facsimile was not received in
its entirety in legible form;";
(c) Insert a new paragraph (vi) in Section 12(a) immediately
after Section 12(a)(v) as follows:
"(vi) if sent by ordinary mail, on the third
(seventh, if posted to or from a place
outside Australia) day after posting."
(6) Definitions: In this Agreement, unless the contrary intention
appears:
(a) Master Trust Deed and Series Supplement: Subject to Part
5(6)(h), unless otherwise defined in this Agreement,
words and phrases defined in the Master Trust Deed or
the Series Supplement have the same meaning in this
Agreement. Where there is any inconsistency in a
definition between this Agreement (on the one hand) and
the Master Trust Deed or the Series Supplement (on the
other hand), this Agreement prevails. Subject to Part
5(6)(h), where there is any inconsistency in a
definition between the Master Trust Deed and the Series
Supplement, the Series Supplement prevails over the
Master Trust Deed in respect of the Series Trust. Where
words or phrases used but not defined in this Agreement
are defined in the Master Trust Deed in relation to a
Series Trust (as defined in the Master Trust Deed)
and/or an Other Trust such words or phrases are to be
construed in this Agreement, where necessary, as being
used only in relation to the Series Trust (as defined in
the Series Supplement) and/or the CBA Trust, as the
context requires.
(b) Trustee Capacity:
(i) a reference to Party B is a reference to
Party B in its capacity as trustee of the
Series Trust only, and in no other capacity;
and
(ii) a reference to the undertaking, assets,
business or money of Party B is a reference
to the undertaking, assets, business or
money of Party B in the capacity referred to
in paragraph (i) only.
(c) Definitions: in Section 14:
(i) replace the definitions of "Affected
Transactions" and "Local Business Day" with
the following:
""Affected Transactions" means, with respect
to a Termination Event:
(a) where an Early Termination Date
is designated pursuant to Part
1(g), a Basis Swap; and
(b) where an Early Termination Date
is designated following the
occurrence of any other
Termination Event, all
Transactions."
"Local Business Day" has the same meaning as
"Business Day"."
(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.
8
"Basis Prepayment Balance" means the amount
then standing to the credit of the
Collections Account in respect of
prepayments by Party A pursuant to Sections
18(c) or (d) and which has not been utilised
pursuant to Section 2(f)(ii).
"Basis Swap" means
(a) when designated "Monthly", the
Transaction entered into between
Party A, Party B and the Manager
on the terms specified in the
form of the Confirmation set out
in Annexure 1A (or as otherwise
agreed between Party A, Party B
and the Manager); or
(b) when designated "Quarterly" the
Transaction entered into between
Party A and party B and the
Manager on the terms specified
in the form of Confirmation set
out in Annexure 1B (or as
otherwise agreed between Party
A, party B and the Manager), or
(each a "Basis Swap" and
together, the "Basis Swaps").
"Basis Swap Amount" in relation to a
Calculation Period means:
(a) when designated "Monthly", the
relevant monthly proportion of
the aggregate Amounts
Outstanding in relation to all
Mortgage Loans being charged a
variable rate as certified by
the Manager to the Trustee at
the opening of business on the
Determination Date falling
within the relevant preceding
Calculation Period; or
(b) when designated "Quarterly", the
relevant quarterly proportion of
the aggregate Amounts
Outstanding in relation to all
Mortgage Loans being charged a
variable rate as certified by
the Manager to the Trustee at
the opening of business on the
Determination Date falling
within the relevant preceding
Calculation Period.
"Conversion" means the conversion of a
Mortgage Loan forming part of the Assets of
the Series Trust which is being charged
interest at a variable rate to a Mortgage
Loan which is being charged interest at a
fixed rate.
"Eligible Account" means an account in the
name of the Trustee as trustee of the Series
Trust held with a financial institution with
short term credit ratings of P-1 by ▇▇▇▇▇'▇,
F-1 by Fitch and A-1+ by Standard & Poor's
and includes the Collections Account to the
extent that the holder of the Collections
Account is rated in this manner.
"End Date" means the date on which a
Mortgage Loan is to cease being charged
interest at a fixed rate.
"Fixed Charged Interest" in relation to each
Monthly Distribution Date means the
aggregate of all debit entries made during
the Collection Period immediately preceding
that Monthly Distribution Date to the
accounts established in the Servicer's
records for the Mortgage Loans forming part
of the Assets of the Series Trust
representing interest charged at a fixed
rate (plus any interest off-set benefits in
respect of
9
Mortgage Interest Saver Accounts which
represents amounts which, if not for the
terms of the Mortgage Interest Saver
Accounts, would have been so debited during
that Collection Period to those accounts to
the extent paid by the Seller pursuant to
clause 15.10 of the Series Supplement and
deposited to the Collections Account prior
to that Monthly Distribution Date).
"Fixed Rate Prepayment Balance" means the
amount then standing to the credit of the
Eligible Account in respect of prepayments
by Party A pursuant to Sections 17(a)(iii),
(b)(i), (d)(i) or (f) and which has not been
utilised pursuant to Section 2(f)(i) or
repaid to Party A pursuant to Sections
17(c)(ii) or (g).
"Fixed Rate Swap Amount" in relation to a
Calculation Period means:
(a) when designated "Monthly":
(i) the relevant monthly
proportion of the
aggregate Amounts
Outstanding in relation to
all Mortgage Loans
(excluding Mortgage Loans
being charged a variable
rate) as certified by the
Manager to the Trustee at
the opening of business on
the Determination Date
falling within the
relevant preceding
Calculation Period;
(ii) less the Other Fixed Rate
Swap Amount in relation to
the relevant Calculation
Period; or
(b) when designated "Quarterly":
(i) the relevant quarterly
proportion of the
aggregate Amounts
Outstanding in relation to
all Mortgage Loans
(excluding Mortgage Loans
being charged a variable
rate) as certified by the
Manager to the Trustee at
the opening of business on
the Determination Date
falling within the
relevant preceding
Calculation Period;
(ii) less the Other Fixed Rate
Swap Amount in relation to
the relevant Calculation
Period.
"Fixed Rate Swap" means:
(a) when designated "Monthly", the
Transaction entered into between
Party A, Party B and the Manager on
the terms specified in the form of
the Confirmation set out in Annexure
2A (or as otherwise agreed between
Party A, Party B and the Manager);
(b) when designated "Quarterly" the
Transaction entered into between
Party A, Party B and the Manager on
the terms specified in Annexure 2B
(or as otherwise agreed between
Party A, Party B and the Manager);
(c) and each Transaction entered into
pursuant to Section 16 on the terms
specified in Annexure 2C (or as
otherwise agreed between Party A,
Party B and the Manager);
10
(each a "Fixed Rate Swap" and together the
"Fixed Rate Swaps").
"Fixed Swap Rate" means that the rate for a
Reset Date will be the rate calculated by
taking the weighted average of the interest
rates charged in respect of each account
established in the Mortgage Loan System for
the Mortgage Loans charged a fixed rate of
interest on that Reset Date, rounded up to
four decimal places.
"Interest Rate Basis Cap" means the interest
rate cap, if any, entered into between Party
A, Party B and the Manager on or prior to
the Closing Date.
"Master Trust Deed" means the Master Trust
Deed dated 8 October 1997 between Party B
(as Trustee) and the Manager, as amended
from time to time.
"Monthly Basis Swap Administered Rate" in
relation to a Monthly Distribution Date, has
the meaning as set out in Annexure 4.
"Monthly Fixed Swap Administered Rate" in
relation to a Monthly Distribution Date has
the meaning as set out in Annexure 4.
"Monthly Weighted Margin" in relation to a
Monthly Distribution Date has the meaning as
set out in Annexure 4. "Other Fixed Rate
Swap Amount" in relation to a Calculation
Period means the aggregate Amounts
Outstanding as at the opening of business on
the Determination Date falling within the
preceding Calculation Period in respect of
each Mortgage Loan where further Fixed Rate
Swaps have been entered into, and is then
current, to hedge the interest rate risk in
respect of the Mortgage Loan pursuant to
Section 16(b).
"Outstanding Interest Rate Swap Prepayment
Amount" means the sum of the then Basis
Prepayment Balance and the then Fixed Rate
Prepayment Balance.
"Prescribed Ratings" means:
(a) in respect of the Fixed Rate
Swaps, a long term rating of A2
or higher by ▇▇▇▇▇'▇, a short
term rating of F1 by Fitch and
either a long term rating of A
or a short term rating of A-1 by
S&P; and
(b) in respect of the Basis Swap,
short term ratings of P-1 by
▇▇▇▇▇'▇ and F1 by Fitch and
either a long term rating of A
or a short term rating of A-1 by
S&P.
"Quarterly Basis Swap Administered Rate" in
relation to a Quarterly Distribution Date,
has the meaning as set-out in Annexure 4.
"Quarterly Fixed Swap Administered Rate" in
relation to a Quarterly Distribution Date,
has the meaning as set-out in Annexure 4.
"Quarterly Weighted Margin" in relation to a
Quarterly Distribution Date, has the meaning
as set out in Annexure 4.
"Series Supplement" means the Series
Supplement dated on or about the date of
this Agreement between Party A, Party B and
the Manager.
11
"Series Trust" means the Series [ ]
Medallion Trust constituted by the Master
Trust Deed and the Series Supplement.
"Short-Term Investment Income" in relation
to a Monthly Distribution Date means
interest and other income received by the
Trustee during the Collection Period
immediately preceding that Monthly
Distribution Date in respect of:
(a) the moneys standing to the
credit of the Collections
Account (other than interest
earned on the Collections
Account during the Collections
Period in respect of the Cash
Advance Deposit, the Seller
Deposit or the Interest Rate
Swap Provider Deposit as
calculated, respectively, in
accordance with clauses 8.6, 8.8
and 15.5 of the Series
Supplement);
(b) amounts representing interest
paid by the Servicer pursuant to
clause 22.5 of the Series
Supplement; and
(c) Authorised Short-Term
Investments held by the Series
Trust (whether or not
reinvested).
"Variable Charged Interest" in relation to
each Monthly Distribution Date means the
aggregate of all debit entries made during
the Collection Period immediately preceding
that Monthly Distribution Date to the
accounts established in the Servicer's
records for the Mortgage Loans forming part
of the Assets of the Series Trust
representing interest charged at a variable
rate (plus any interest off-set benefits in
respect of Mortgage Interest Saver Accounts
which represents amounts which, if not for
the terms of the Mortgage Interest Saver
Accounts, would have been so debited during
that Collection Period to those accounts to
the extent paid by the Seller pursuant to
clause 15.10 of the Series Supplement and
deposited to the Collections Account prior
to that Monthly Distribution Date).
"Variable Swap Rate" means that the rate for
a Reset Date will be the rate calculated by
taking the weighted average of the interest
rates charged in respect of each account
established in the Mortgage Loan System for
the Mortgage Loans charged a variable
interest rate on that Reset Date, rounded up
to four decimal places.
(d) Interpretation:
(i) references to time are references to Sydney
time;
(ii) a reference to "wilful default" in relation
to Party B means, subject to Part
5(6)(d)(iii) of this Schedule, any wilful
failure by Party B to comply with, or wilful
breach by Party B of, any of its obligations
under any Transaction Document, other than a
failure or breach which:
A. 1) arises as a result of
a breach of a
Transaction Document
by a person other
than Party B or other
than any other person
referred to in Part
5(6)(d)(iii); and
2) the performance of
the action (the
non-performance of
which gave rise to
such breach) is a
precondition to Party
B performing the said
12
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 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
13
amendment to the meaning of that word or expression or to that
other Transaction Document or provision (as the case may be)
will be of no effect for the purposes of this Agreement unless
and until the amendment is consented to by the parties to this
Agreement.
(7) Limitation of Liability: Insert the following Section 15, after Section
14:
"15. Party B's Limitation of Liability
(a) (Limitation on Party B's liability): Party B enters into this
Agreement only in its capacity as trustee of the Series Trust
and in no other capacity. A liability incurred by Party B acting
in its capacity as trustee of the Series Trust arising under or
in connection with this Agreement is limited to and can be
enforced against Party B only to the extent to which it can be
satisfied out of the Assets of the Series Trust out of which
Party B is actually indemnified for the liability. This
limitation of Party B's liability applies despite any other
provision of this Agreement (other than Section 15(c)) and
extends to all liabilities and obligations of Party B in any way
connected with any representation, warranty, conduct, omission,
agreement or transaction related to this Agreement.
(b) (Claims against Party B): The parties other than Party B may not
▇▇▇ Party B in respect of liabilities incurred by Party B acting
in its capacity as trustee of the Series Trust in any capacity
other than as trustee of the Series Trust, including seek the
appointment of a receiver (except in relation to Assets of the
Series Trust), or a liquidator, or an administrator, or any
similar person to Party B or prove in any liquidation,
administration or similar arrangements of or affecting Party B
(except in relation to the Assets of the Series Trust).
(c) (Breach of Trust): The provisions of this Section 15 will not
apply to any obligation or liability of Party B to the extent
that it is not satisfied because under the Master Trust Deed,
the Series Supplement or any other Transaction Document or by
operation of law there is a reduction in the extent of Party B's
indemnification out of the Assets of the Series Trust, as a
result of Party B's fraud, negligence or wilful default.
(d) (Acts or omissions): It is acknowledged that the Relevant
Parties are responsible under the Transaction Documents for
performing a variety of obligations relating to the Series
Trust. No act or omission of Party B (including any related
failure to satisfy its obligations or any breach of a
representation or warranty under this Agreement) will be
considered fraudulent, negligent or a wilful default of Party B
for the purpose of paragraph (c) of this Section 15 to the
extent to which the act or omission was caused or contributed to
by any Relevant Person or any other person appointed by Party B
under any Transaction Document (other than a person whose acts
or omissions Party B is liable for in accordance with any
Transaction Document) to fulfil its obligations relating to the
Series Trust or by any other act or omission of a Relevant Party
or any other such person.
(e) (No Obligation): The Trustee is not obliged to enter into any
commitment or obligation under this Agreement or any Transaction
Document (including incur any further liability) unless the
Trustee's liability is limited in a manner which is consistent
with this Section 15 or otherwise in a manner satisfactory to
the Trustee in its absolute discretion.
(8) Monthly Swap Statement: Prior to each Monthly Distribution Date the
Manager will prepare and deliver to Party A and Party B a monthly
payment notice containing the information specified in Annexure 3 of
this Agreement.
14
(9) Further Assurances: Each party will, upon request by the other
party (the "requesting party") at the expense of the requesting
party, perform all such acts and execute all such agreements,
assurances and other documents and instruments as the requesting
party reasonably requires (and, in the case of Party B, are within
the powers granted to Party B under the Master Trust Deed) to
assure and confirm the rights and powers afforded, created or
intended to be afforded or created, under or in relation to this
Agreement and each Transaction or other dealing which occurs under
or is contemplated by it.
(10) Interest Rate Swap Agreement: The parties acknowledge and agree
that for the purposes of the Transaction Documents that this
Agreement is an Interest Rate Swap Agreement and Party A is an
Interest Rate Swap Provider.
(11) Procedures for Entering into Transactions:
(a) For the purposes of Section 9(e)(ii), Party A will, by or
promptly after the relevant Trade Date, send Party B and the
Manager four Confirmations each one substantially in the
forms set out in Annexures 1A, 1B, 2A and 2B respectively (or
in such other forms as may be agreed between Party A, Party B
and the Manager), and Party B and the Manager must promptly
then confirm the accuracy of and sign and return, or request
the correction of each such Confirmation.
(b) Party B will enter into each Transaction in its capacity as
trustee of the Series Trust.
(12) Authorised Officer: Each party will be entitled to assume, in the
absence of any knowledge to the contrary, that any person signing
any Confirmation, notice or other written communication issued in
respect of this Agreement on behalf of a party is an Authorised
Officer of that party.
(13) Recorded Conversations: Each party:
(a) consents to the electronic recording of its telephone
conversations with the other party (or any of its associated
persons) with or without the use of an automatic tone warning
device;
(b) will provide transcripts of such recordings (if any) upon
reasonable request by the other party (at the reasonable cost
of the party requesting);
(c) acknowledges that such recordings and transcripts can be used
as evidence by either party in any dispute between them; and
(d) acknowledges that neither is obligated to maintain copies of
such recordings and transcripts for the benefit of the other
party.
(14) Further Fixed Rate Swaps and Downgrading of Party A: Insert the
following new Sections 16, 17, 18 and 19 after Section 15:
"16. Further Fixed Rate Swaps
(a) If, pursuant to clause 16.6(j) of the Series
Supplement, in order for the Servicer to permit a
Conversion the Servicer requests the Manager (and the
Manager directs Party B) to enter into two Fixed Rate
Swaps in accordance with this Section 16 for a maximum
term not exceeding 10 years, Party B and the Manager
will be deemed to have satisfied their respective
obligations to enter into such Fixed Rate Swaps if the
calculation of the Fixed Rate Swap Amount for the
purposes of a Fixed Rate Swap then existing includes
the Amounts Outstanding in relation to the Mortgage
Loans the subject of the Conversion.
15
(b) If Section 16(a) does not apply and Party B and the Manager
enter into one or more further Fixed Rate Swaps pursuant to
clause 16.6(j) of the Series Supplement to hedge the interest
rate risk of one or more Mortgage Loans the subject of a
Conversion, each such further Fixed Rate Swap must:
(i) (Notional Amount): have a Notional Amount for each
Calculation Period at least equal to the aggregate Amounts
Outstanding as at the first day of the relevant
Calculation Period in relation to the Mortgage Loans the
subject of the Conversion which have the same fixed rate
and End Date;
(ii) (Effective Date): have as an Effective Date the Monthly
Distribution Date immediately following the last day of
the Collection Period in which the Conversion occurs;
(iii) (Termination Date): have a scheduled Termination Date on
or prior to the tenth anniversary of its Trade Date unless
the Rating Agencies confirm that entering into the Fixed
Rate Swap for a longer period will not result in a
reduction, qualification or withdrawal of the credit
ratings then assigned by them to the Securities; and
(iv) (Confirmation): in all other respects be confirmed as a
Fixed Rate Swap in accordance with this Agreement and the
sample Confirmation for Fixed Rate Swaps set out in
Annexure 2C to this Agreement.
The Spread applicable to the Floating Amounts, if any, in respect of
each Fixed Rate Swap entered into following a Conversion shall be the
relevant Weighted Margin in respect of the relevant Monthly or
Quarterly Distribution Date plus 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 ▇▇▇▇▇'▇): where it ceases to have the Prescribed
Ratings from Fitch or ▇▇▇▇▇'▇ in relation to the Fixed Rate
Swaps:
(i) within 30 Business Days of Party A ceasing to have such
Prescribed Ratings if and while Party A has a long term
credit rating of at least A3 by ▇▇▇▇▇'▇ and a short term
credit rating of at least F2 by Fitch; or
(ii) otherwise, if sooner, within 5 Business Days of Party A
ceasing to have a long term credit rating of at least A3
by ▇▇▇▇▇'▇ and a short term credit rating of at least F2
by Fitch;
(or such greater period as is agreed to in writing by each
relevant Rating Agency), at its cost alone and at its election:
(iii) provided that Party A then has assigned to it a short term
credit rating of at least F2 by Fitch, lodge in an
Eligible Account as a prepayment of its obligations in
respect of the Fixed Rate Swaps an amount equal to the
Fixed Rate Prepayment Amount as defined in Section 17(c);
or
16
(iv) enter into an agreement novating
its rights and obligations under
this Agreement in respect of the
Fixed Rate Swaps to a replacement
counterparty acceptable to the
Manager and which the Rating
Agencies confirm in writing will
not result in a reduction,
qualification or withdrawal of
the credit ratings then assigned
by them to the Securities; or
(iv) enter into such other
arrangements in respect of all
Fixed Rate Swaps which are
satisfactory to the Manager and
which the Rating Agencies confirm
in writing will not result in a
reduction, qualification or
withdrawal of the credit ratings
then assigned by them to the
Securities; and
(b) (S&P): where it ceases to have the
Prescribed Rating in relation to the Fixed
Rate Swap from S&P at its cost alone:
(i) immediately seek to enter into,
and enter into by no later than
60 days after Party A ceases to
have the Prescribed Ratings in
respect of the Fixed Rate Swap
from S&P, an agreement novating
its rights and obligations under
this Agreement in respect of the
Fixed Rate Swap to a replacement
counterparty which holds the
Prescribed Ratings in respect of
the Fixed Rate Swap and, if a
transfer in accordance with this
Section 17(b)(i) has not occurred
within 30 days after Party A
ceases to have the Prescribed
Ratings in respect of the Fixed
Rate Swap from S&P, lodge in an
Eligible Account as a prepayment
of its obligations in respect of
the Fixed Rate Swaps an amount
equal to the Fixed Rate
Prepayment Amount as defined in
Section 17(c); or
(ii) (if Party A is unable to effect a
transfer in accordance with
Section 17(b)(i) within 60 days
of Party A ceasing to have the
Prescribed Rating in respect of
the Fixed Rate Swap from S&P or
if Party A otherwise elects)
enter into such other
arrangements in respect of the
Fixed Rate Swap which are
satisfactory to the Manager and
which each Rating Agency confirms
in writing will not result in a
reduction, qualification or
withdrawal of the credit ratings
then assigned by it to the Notes.
Notwithstanding that Party A has elected to satisfy its
obligations pursuant to this Section 17 in a particular
manner, it may subsequently and from time to time vary
the manner in which it satisfies its obligations
pursuant to this Section 17 (but will not be entitled to
any additional grace period in relation to such a
variation).
(c) (Fixed Rate Prepayment Amount): For the
purposes of this Section 17 the Fixed Rate
Prepayment Amount will be an amount equal to
the greater of the following:
(i) where Party A does not have the
Prescribed Rating in respect of
the Fixed Rate Swaps from Fitch,
an amount acceptable to Fitch and
sufficient to maintain the credit
ratings assigned to the
Securities by Fitch immediately
prior to the review of Party A's
credit rating;
(ii) where Party A does not have the
Prescribed Rating in respect
17
of the Fixed Rate Swaps from
▇▇▇▇▇'▇, an amount acceptable to
▇▇▇▇▇'▇ and sufficient to
maintain the credit ratings
assigned to the Securities by
▇▇▇▇▇'▇ immediately prior to the
review of Party A's credit
rating; and
(iii) where Party A does not have the
Prescribed Rating in respect of
the Fixed Rate Swaps from S&P,
the greater of:
A. zero;
B. CR;
C. an amount equal to 1
percent of the then Amounts
Outstanding of all Mortgage
Loans then being charged
interest at a fixed rate;
and
D. the net amount (if any) as
determined by the Manager
that is expected to be due
by Party A to Party B in
respect of the Fixed Rate
Swaps on the immediately
following Monthly
Distribution Date or
Quarterly Distribution Date
(as the case may be)
(calculated on the basis
that there will be no
prepayments made by the
Mortgagors under the
Mortgage Loans then being
charged interest at a fixed
rate and no conversion of
the interest rate payable
under any Mortgage Loan
from a fixed rate to a
variable rate or from a
variable rate to a fixed
rate during the relevant
Collection Period).
Where:
CR = MM + V
"MM" means the aggregate of the
▇▇▇▇-to-market value (whether
positive or negative) of all
Fixed Rate Swaps determined in
accordance with Section 17(d) no
earlier than 3 Business Days
prior to the date that the Fixed
Rate Prepayment Amount is
lodged.
"V" means the volatility buffer,
being the value calculated by
multiplying the aggregate
Notional Amounts (as defined in
the relevant Confirmations) of
the Fixed Rate Swaps at the most
recent relevant Distribution
Date by the relevant percentage
obtained from the following
table:
-------------------------------------------------------------------
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
-------------------------------------------------------------------
18
--------------------------------------------
or equal to 10 years
--------------------------------------------
1.5 3.15 6
--------------------------------------------
(d) (▇▇▇▇ to Market Value): Party A must
calculate the ▇▇▇▇-to-market value of the
Fixed Rate Swaps by obtaining 2 bids from
counterparties with the Prescribed Ratings
willing to provide the Fixed Rate Swaps in
the absence of Party A. The ▇▇▇▇-to-market
value may be a positive or a negative
amount. A bid has a negative value if the
payment to be made is from the counterparty
to Party A and has a positive value if the
payment to be made is from Party A to the
counterparty. The ▇▇▇▇-to-market value is
the higher of the bids (on the basis that
any bid of a positive value is higher than
any bid of a negative value).
(e) (Recalculation): Party A must recalculate
the Fixed Rate Prepayment Amount (including
the CR and the ▇▇▇▇-to-market value) on a
weekly basis. If:
(i) the recalculated Fixed Rate
Prepayment Amount is greater
than the immediately preceding
Fixed Rate Prepayment Amount,
Party A must make an additional
prepayment in accordance with
Section 17(a)(iii) or (b)(i)
within 3 Business Days of such
recalculation so that the Fixed
Rate Prepayment Balance equals
the recalculated Fixed Rate
Prepayment Amount; or
(ii) the recalculated Fixed Rate
Prepayment Amount is less than
the immediately preceding Fixed
Rate Prepayment Amount, Party B
must upon the direction of the
Manager withdraw an amount from
the Eligible Account referred to
in Section 17(a)(ii) or (b)(i)
and pay it to Party A within 3
Business Days of receiving
notice of such recalculation so
that the remaining Fixed Rate
Prepayment Balance after such
withdrawal equals the
recalculated Fixed Rate
Prepayment Amount.
(f) (Interest): Interest will be payable by
Party B on any prepayment by Party A under
this Section 17 in accordance with clause
8.8 of the Series Supplement.
(g) (Utilisation): If the Fixed Rate Prepayment
Balance is applied towards an amount payable
by Party A in accordance with Section 2(f)
Party A must within 3 Business Days make an
additional prepayment in accordance with
Section 17(a)(iii) or (b)(i) equal to the
amount so applied.
(h) (Repayment): If Party A regains the
Prescribed Rating in respect of the Fixed
Rate Swaps Party B must, upon the direction
of the Manager, repay to Party A the then
Fixed Rate Prepayment Balance.
18. Downgrading of Party A - Basis Swaps
(a) (Downgrading): If, as a result of the
reduction or withdrawal of its credit rating
by a Rating Agency, Party A does not have
the Prescribed Rating in respect of the
Basis Swaps, Party A must:
(i) within 30 Business Days of Party
A ceasing to have the
19
Prescribed Rating if and while
Party A has short term credit
ratings of at least P-1 by
▇▇▇▇▇'▇ and at least F2 by Fitch;
or
(ii) otherwise, if sooner, within 5
Business Days of Party A ceasing
to have a short term rating of at
least P-1 by ▇▇▇▇▇'▇ and at least
F2 by Fitch;
(or such greater period as is agreed to in
writing by each relevant Rating Agency) (the
"Posting Period"), at its cost alone and at
its election:
(b) (Prepayment):
(i) on or before the last day of the
Posting Period, pay to Party B as
a prepayment of its obligations
under each of the Basis Swaps for
the then Calculation Period, the
relevant net amount (if any) that
is expected to be due by Party A
to Party B at the end of that
Calculation Period;
(ii) in the case of the Monthly Basis
Swap, on each Monthly
Distribution Date which follows
such prepayment, pay to Party B
as a prepayment of its
obligations under the Monthly
Basis Swap for the Calculation
Period commencing on each such
Monthly Distribution Date, the
net amount (if any) that is
expected to be due by Party A to
Party B at the end of that
Calculation Period less any
Monthly Basis Swap prepayments
relating to any prior Monthly
Distribution Date held in the
Basis Prepayment Balance; and
(iii) in the case of the Quarterly
Basis Swap, on each Quarterly
Distribution Date which follows
such prepayment, pay to Party B
as a prepayment of its
obligations under the Quarterly
Basis Swap for the Calculation
Period commencing on each such
Quarterly Distribution Date, the
net amount (if any) that is
expected to be due by Party A to
Party B at the end of that
Calculation Period less any
Quarterly Basis Swap prepayments
relating to any prior Quarterly
Distribution Date held in the
Basis Prepayment Balance.
as determined by the Manager, by depositing
such net amount (if any) into the
Collections Account in cleared funds; or
(c) (Other arrangements): enter into some other
arrangement satisfactory to the Manager and
Party B which the Rating Agencies confirm
will not result in a reduction,
qualification or withdrawal of the credit
ratings then assigned by them to the
Securities.
A prepayment on the first day of any Calculation Period
by Party A under Section 18(b) will constitute a
prepayment of Party A's payment obligations (to the
extent thereof) in respect of each Basis Swap for the
Calculation Period commencing on the relevant Monthly or
Quarterly Distribution Date. Notwithstanding that Party
A has elected to satisfy its obligations pursuant to
this Section 18 in a particular manner, it may
subsequently and from time to time vary the manner in
which it satisfies its obligations pursuant to this
Section 18 (but will not be entitled to any additional
grace period in relation to such a variation). Interest
will be payable by Party B on any prepayment by Party A
under this Section 18 in accordance with clause 8.8 of
the Series Supplement.
20
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 Derivatives 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.
(17) Knowledge or Awareness
21
Subject to Section 12(a), each party will only be considered to have
knowledge or awareness of, or notice of, a thing or grounds to believe
anything by virtue of the officers of that party or any Related Body
Corporate of that party which have the day to day responsibility for
the administration or management of that party's (or a Related Body
Corporate of that party's) obligations in relation to the Series Trust
or the Transactions entered into under this Agreement having actual
knowledge, actual awareness or actual notice of that thing, or grounds
or reason to believe that thing (and similar references will be
interpreted in this way).
(18) Interest Rate Basis Cap
The parties agree that any Interest Rate Basis Cap entered into
between them pursuant to clause 16.6(k) of the Series Supplement will
be entered into as a transaction governed by the terms of this
Agreement.
22
Executed in Sydney.
Attorney for Attorney for
______________________________________ ______________________________________
Commonwealth Bank of Australia, Perpetual Trustee Company Limited,
ABN 48 123 123 124 ABN 42 000 001 007, as trustee of the
Series [ ] Medallion Trust
Attorney for
______________________________________
Securitisation Advisory Services Pty. Limited,
ABN 88 064 133 946
23
Annexure 1A
Form of confirmation for Monthly Basis Swap - Series [ ] Medallion Trust
[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
▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - Monthly Basis Swap
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or supplemented from
time to time (the "Agreement"), between Commonwealth Bank of Australia, ABN 48
123 123 124 ("Party A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("Party B") and Securitisation Advisory Services Pty. Limited (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
Our Reference: [ ]
Trade Date: [ ]
Effective Date: [ ]
Termination Date: Means the earlier of:
a) the Call Date but only if:
(i) the Issue Margins (as defined in the Class
A-1 Note Conditions in respect of the Class
A-1 Notes) in respect of the Class A-1
Notes and Class A-2 Notes increase as and
from the Call Date; and
(ii) the weighted average Mortgage Rate
applicable to the Mortgage Loans forming
part of the Assets of the Series Trust
which are charged interest at a variable
rate is equal to or greater than the then
Threshold Rate.
24
(b) the date that all the Securities have been redeemed in
full; and
(c) the Termination Date for the Series Trust,
subject to the Following Business Day Convention
Notional Amount: With respect to each Monthly Calculation Period means the Monthly Basis
Swap Amount for that Monthly Calculation Period
Floating Administered Rate Amounts:
Floating Administered Rate Payer: Party B
Floating Administered Rate Payer Each Monthly Distribution Date
Payment Dates:
Floating Rate Option: Monthly Basis Swap Administered Rate in relation to the relevant
Monthly Distribution Date
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Floating BBSW Weighted Rate Amounts:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Each Monthly Distribution Date
Dates:
Floating Rate Option: One-month Bank ▇▇▇▇ Rate for the Accrual Period corresponding to the
Calculation Period
Spread: Monthly Weighted Margin in respect of the relevant Monthly Distribution
Date plus [ ]% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the Transaction to which this
Confirmation relates is a Basis Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
25
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000 COMMONWEALTH BANK OF AUSTRALIA,
001 007, as trustee of the Series ABN 48 123 123 124
[ ] Medallion Trust
By: _______________________________ By: _______________________________
(Authorised Officer) (Authorised Officer)
Name: _______________________________ Name: _______________________________
Title: _______________________________ Title: _______________________________
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
26
Annexure 1B
Form of confirmation for Quarterly Basis Swap - Series [ ] Medallion Trust
[Commonwealth Bank of Australia Letterhead]
[DATE]
To: Perpetual Trustee Company Limited Securitisation Advisory Services Pty. Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - Quarterly Basis Swap
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or supplemented
from time to time (the "Agreement"), between Commonwealth Bank of Australia, ABN
48 123 123 124 ("Party A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("Party B") and Securitisation Advisory Services Pty. Limited (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below.
The terms of the particular Transaction to which this Confirmation relates are
as follows:
Our Reference: [ ]
Trade Date: [ ]
Effective Date: [ ]
Termination Date: Means the earlier of:
(a) the Call Date but only if:
(i) the Issue Margins (as defined in the Class
A-1 Note Conditions in respect of the
Class-A-1 Notes)in respect of the Class
A-1 Notes and Class A-2 Notes increase as
and from the Call Date; and
(ii) the weighted average Mortgage Rate
applicable to the Mortgage Loans forming
part of the Assets of the Series Trust
which are charged interest at a variable
rate is equal to or greater than the then
Rate.
(b) the date that all the Securities have been
redeemed in
27
full; and
(c) the Termination Date for the Series Trust,
subject to the Following Business Day Convention
Notional Amount: With respect to each quarterly Calculation Period means the Quarterly
Basis Swap Amount for that quarterly Calculation Period
Floating Administered Rate Amounts:
Floating Administered Rate Payer: Party B
Floating Administered Rate Payer Each Quarterly Distribution Date
Payment Dates:
Floating Rate Option: Quarterly Basis Swap Administered Rate in relation to the relevant
Quarterly Distribution Date
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Floating BBSW Weighted Rate Amounts:
Floating BBSW Rate Payer: Party A
Floating BBSW Rate Payer Payment Each Quarterly Distribution Date
Dates:
Floating Rate Option: Three-month Bank ▇▇▇▇ Rate for the Accrual Period corresponding to the
Calculation Period
Spread: Quarterly Weighted Margin in respect of the relevant Quarterly
Distribution Date plus [ ]% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the Transaction to which this
Confirmation relates is a Basis Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confi1rmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
28
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN COMMONWEALTH BANK OF AUSTRALIA,
42 000 001 007, as trustee of the ABN 48 123 123 124
Series [ ] Medallion Trust
By: _______________________________ By: _______________________________
(Authorised Officer) (Authorised Officer)
Name: _______________________________ Name: _______________________________
Title: _______________________________ Title: _______________________________
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
29
Annexure 2A
Form of Confirmation for Monthly Fixed Rate Swap - Series [ ] Medallion
Trust
[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
▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - Monthly Fixed Rate Swap
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or and
supplemented from time to time (the "Agreement"), between Commonwealth Bank of
Australia, ABN 48 123 123 124 ("Party A"), Perpetual Trustee Company Limited as
trustee of the Series Trust ("Party B") and Securitisation Advisory Services
Pty. Limited (the "Manager"). All provisions contained in the Agreement govern
this Confirmation except as expressly modified below. The terms of the
particular Transaction to which this Confirmation relates are as follows:
Our Reference: [ ]
Trade Date: [ ]
Effective Date: [ ]
Termination Date: Means the earlier of:
(a) the date that all the Securities have been
redeemed in full; and
(b) the Termination Date for the Series Trust,
subject to the Following Business Day Convention
Notional Amount: With respect to each monthly Calculation Period
means the Monthly Fixed Rate Swap Amount for that
monthly Calculation Period
Fixed Amounts:
Fixed Rate Payer: Party B
30
Fixed Rate Payer Payment Each Monthly Distribution Date
Dates:
Fixed Rate:: The Monthly Fixed Swap Administered Rate
in relation to the relevant Monthly
Distribution Date
Fixed Rate Day Count Actual/365 (Fixed)
Fraction:
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each Monthly Distribution Date
Dates:
Floating Rate Option: One-month Bank ▇▇▇▇ Rate for the Accrual
Period corresponding to the Calculation
Period
Spread: Monthly Weighted Margin in respect of the
relevant Monthly Distribution Date plus
[ ]% per annum
Floating Rate Day Count Actual/365 (Fixed)
Fraction:
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement, the
Transaction to which this Confirmation
relates is a Fixed Rate Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of SIGNED for and on behalf of
PERPETUAL TRUSTEE COMPANY LIMITED, COMMONWEALTH BANK OF AUSTRALIA,
ABN 42 000 001 007, as trustee ABN 48 123 123 124
of the Series [ ] Medallion
Trust
By: _______________________________ By: _______________________________
(Authorised Officer) (Authorised Officer)
Name: _______________________________ Name: _______________________________
Title: _______________________________ Title: _______________________________
31
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
32
Annexure 2B
Form of Confirmation for Quarterly Fixed Rate Swap - Series [ ] Medallion
Trust
[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
▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - Quarterly Fixed Rate Swap
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or and supplemented
from time to time (the "Agreement"), between Commonwealth Bank of Australia, ABN
48 123 123 124 ("Party A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("Party B") and Securitisation Advisory Services Pty. Limited (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below. The terms of the particular Transaction to
which this Confirmation relates are as follows:
Our Reference: [ ]
Trade Date: [ ]
Effective Date: [ ]
Termination Date: Means the earlier of:
(a) the date that all the Securities have been
redeemed in full; and
(b) the Termination Date for the Series Trust,
subject to the Following Business Day Convention
Notional Amount: With respect to each quarterly Calculation Period
means the Quarterly Fixed Rate Swap Amount for
that quarterly Calculation Period
Fixed Amounts:
Fixed Rate Payer: Party B
33
Fixed Rate Payer Payment Dates: Each Quarterly Distribution Date
Fixed Rate:: The Quarterly Fixed Swap Administered
Rate in relation to the relevant
Quarterly Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Payment Each Quarterly Distribution Date
Dates:
Floating Rate Option: Three-month Bank ▇▇▇▇ Rate for the
Accrual Period corresponding to the
Calculation Period
Spread: Quarterly Weighted Margin in respect
of the relevant Quarterly
Distribution Date plus [ ]% per
annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement,
the Transaction to which this
Confirmation relates is a Fixed Rate
Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL TRUSTEE COMPANY SIGNED for and on behalf of COMMONWEALTH BANK OF
LIMITED, ABN 42 000 001 007, as trustee of the Series AUSTRALIA, ABN 48 123 123 124
[ ] Medallion Trust
By: _______________________________ By: _______________________________
(Authorised Officer) (Authorised Officer)
Name: _______________________________ Name: _______________________________
Title: _______________________________ Title: _______________________________
34
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
35
Annexure 2C
Form of Confirmation for Other Fixed Rate Swaps - Series [ ] Medallion Trust
[Commonwealth Bank of Australia Letterhead]
[DATE]
To: Perpetual Trustee Company Limited Securitisation Advisory Services Pty. Limited
ABN 42 000 001 007 ABN 88 064 133 946
as trustee of the Series Trust ▇▇▇▇▇ ▇
▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
Attention: Manager, Securitisation
Attention: Manager, Securitisation Services
Swap Confirmation - Other Fixed Rate Swap
The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter constitutes a "Confirmation" as referred to in the
Master Agreement specified below.
This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ], as amended, novitiate or and supplemented from
time to time (the "Agreement"), between Commonwealth Bank of Australia, ABN 48
123 123 124 ("Party A"), Perpetual Trustee Company Limited as trustee of the
Series Trust ("Party B") and Securitisation Advisory Services Pty. Limited (the
"Manager"). All provisions contained in the Agreement govern this Confirmation
except as expressly modified below. The terms of the particular Transaction to
which this Confirmation relates are as follows:
Our Reference: [ ]
Trade Date: [ ]
Effective Date: [ ]
Termination Date: Means the earlier of:
(a) the date that all the Securities have been
redeemed in full; and
(b) the Termination Date for the Series Trust,
subject to the Following Business Day Convention
Notional Amount: With respect to each Calculation Period means the
Other Fixed Rate Swap Amount for that Calculation
Period
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Dates: Each [Monthly/Quarterly]Distribution Date
36
Fixed Rate:: The [Monthly/Quarterly]Fixed Swap
Administered Rate in relation to the
relevant [Monthly/Quarterly]
Distribution Date
Fixed Rate Day Count Fraction: Actual/365 (Fixed)
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer Payment Dates: Each [Monthly/Quarterly]Distribution
Date
Floating Rate Option: Relevant Bank ▇▇▇▇ Rate for the
Accrual Period corresponding to the
Calculation Period
Spread: [Monthly/Quarterly]Weighted Margin in
respect of the relevant Distribution
Date plus [ ]% per annum
Floating Rate Day Count Fraction: Actual/365 (Fixed)
Business Day: Sydney
Business Day Convention: Following
Calculation Agent: The Manager
Other Provisions: For the purposes of the Agreement,
the Transaction to which this
Confirmation relates is a Fixed Rate
Swap
Please confirm that the above correctly sets out the terms of our agreement in
respect of the Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.
Executed documents will follow by mail.
Yours sincerely
SIGNED for and on behalf of PERPETUAL SIGNED for and on behalf of
TRUSTEE COMPANY LIMITED, ABN 42 000 COMMONWEALTH BANK OF AUSTRALIA, ABN
001 007, as trustee of the Series [ ] 48 123 123 124
Medallion Trust
By: _________________________ By: _________________________
(Authorised Officer) (Authorised Officer)
Name: _________________________ Name: _________________________
Title: _________________________ Title: _________________________
37
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
38
Annexure 3
Monthly Payment Notice - Series [ ] Medallion Trust
To: Commonwealth Bank Of Australia, ABN 48 123 123 124 ("Party A")
And To: Perpetual Trustee Company Limited, ABN 42 000 001 007, as trustee of
the Series Trust, ("Party B")
From: Securitisation Advisory Services Pty. Limited, ABN 88 064 133 946
(the "Manager")
ISDA MASTER AGREEMENT dated [ ] between Party A, Party B and the
Manager (the "Agreement")
Determination Date:
The Manager has determined and gives notice of the following:
1. Monthly Basis Swaps
(a) Notional Amount for the current Calculation Period:
(b) Monthly Basis Swap Administered Rate for the current
Calculation Period just ended:
2. Monthly Fixed Rate Swaps
(a) Notional Amount for the current Calculation Period:
(b) Monthly Fixed Rate Administered Rate for the current
Calculation Period just ended:
3. Monthly Rate Set
One-month Bank ▇▇▇▇ Rate for the current Calculation Period:
Monthly Weighted Margin for the current Calculation Period:
4. Quarterly Basis Swaps (only on a Quarterly Distribution Date)
(a) Notional Amount for the current Calculation Period:
(b) Quarterly Basis Swap Administered Rate for the current
Calculation Period just ended:
5. Quarterly Fixed Rate Swaps (only on a Quarterly Distribution Date)
(a) Notional Amount for the current Calculation Period:
(b) Quarterly Fixed Rate Administered Rate for the current
Calculation Period just ended:
6. Quarterly Rate Set (only on a Quarterly Distribution Date)
(a) Three-month Bank ▇▇▇▇ Rate for the current Calculation Period:
(b) Quarterly Weighted Margin for the current Calculation Period:
39
7. Net Break Receipts and Payments
(a) The Net Break Receipt (if any) in respect of the Determination
Date:
(b) The Net Break Payment (if any) in respect of the Determination
Date :
8. Net Amount
(a) Net amount due for payment by Party A on the immediately
following Payment Date:
(b) Net amount due for payment by Party B on the immediately
following Payment Date:
Terms used and not otherwise defined in this notice have the same meaning as in
the Agreement, as amended, supplemented or novitiate from time to time.
SIGNED for and on behalf of
SECURITISATION ADVISORY SERVICES
PTY. LIMITED, ABN 88 064 133 946
By: _______________________________
(Authorised Officer)
Name: _______________________________
Title: _______________________________
40
Annexure 4
Part 5(6) - Definitions
"Monthly Basis Swap Administered Rate" means, in relation to a Monthly
Distribution Date the amount expressed as a percentage, determined in
accordance with the following calculation:
MBSA/
SII x + VCI x [MBSA/(MBSA + QBSA)]
[MBSA + QBSA + MFRSA + QFRSA + MOFRSA + QOFRSA]
MBSAR = ---------------------------------------------------------------------------------
MBSA
x 365/NM
where:
MBSAR means the Monthly Basis Swap Administered Rate
SII means the Short Term Investment Income
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
VCI means the Variable Charged Interest Each Monthly Collection
Period
NM means the Number of Days in Monthly Accrual Period
"Monthly Fixed Swap Administered Rate" means, in relation to a Monthly
Distribution Date the amount expressed as a percentage, determined in
accordance with the following calculation:
MFRSA + MORFSA MFRSA + MOFRSA
SII x-------------------------------------- + FCI x --------------------------------
[MBSA + QBSA + QFRSA + MOFRSA + QOFRSA] [MFRSA + MOFRSA + QFRSA + QOFRSA]
MFSAR = -------------------------------------------------------------------------------------x 365/NM
[MFRSA + MORFSA]
where
MFRSA means the Monthly Fixed Rate Swap Amount
SII means the Short Term Investment Income
MFRSA means the Monthly Fixed Rate Swap Amount
MQFRSA means the Monthly Other Fixed Rate Swap Amount
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
41
QFRSA means the Quarterly Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
FCI means the Fixed Charge Interest
NM means the number of days in monthly Accrual Period
"Monthly Weighted Margin" in relation to a Monthly Fixed Rate Swap
or Monthly Basis Swap means the amount expressed as a percentage,
determined by the following calculation:
MWM = CA2-1/ x CA2-1M
(CA2 + MCB + MRB + MSR)
+
CA2-2/ x CA2-2M
(CA2 + MCB + MRB + MSR)
+
MCB/ x CBM
(CA2 + MCB + MRB + MSR)
+
MRB/ x RBM
(CA2 + MCB + MRB + MSR)
+
MSR/ x SRM
(CA2 + MCB + MRB + MSR)
where:
CA2-1 means the Aggregate Stated Amounts of Class A2-Tranche 1
Notes at end of the previous Monthly Distribution Date, or
where there is only a single initial Class A-2 Tranche, the
Stated Amount of the Class A2 Notes
CA2-2 means the Aggregate Stated Amounts of Class A2-Tranche 2
Notes at end of the previous Monthly Distribution Date
CA2 means the Aggregate Stated Amounts of all Class A2 Notes at
end of the previous Monthly Distribution Date
CA2-1M means the Issue Margin in respect of the Class A2-Tranche 1
Notes during the monthly Accrual Period immediately prior to
the Monthly Distribution Date or if there is only a single
Class A-2 Tranche, the Class A2 Issue Margin
CA2-2M means the Issue Margin in respect of the Class A2-Tranche 2
Notes during the monthly Accrual Period immediately prior to
the Monthly Distribution Date
RBM means the Weighted Average of the Issue Margins in respect of
the Redraw Bonds outstanding during the monthly Accrual
Period immediately prior to the Monthly Distribution Date
CBM means the Issue Margin in respect of the Class B Notes
SRM means the Drawdown Margin as defined in the Standby Redraw
Facility Agreement
MCB means the monthly swap proportion of Aggregate Stated Amounts
of Class B Notes at end of the previousMonthly Distribution
Date, determined in accordance with the following
calculation:
42
= CB x (MBSA + MFRSA + MOFRSA)
-----------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)
where:
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
MRB means the monthly swap proportion of Aggregate Stated Amounts of Redraw
Bonds at end of the previous Monthly Distribution Date, determined in
accordance with the following calculation:
RB x (MBSA + MFRSA + MORFSA)
= -----------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA
where:
RB means the Redraw Bonds at beginning of a month
MSR means a proportion of the Standby Redraw Facility Principal at the end
of the previous Monthly Distribution Date, determined in accordance with
the following calculation:
SR x (MBSA + MFRSA + MOFRSA
= -----------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA
where:
SR equals the Standby Redraw Facility Principal at the
end of the previous Monthly Distribution Date
"Quarterly Basis Swap Administered Rate" means in relation to a Quarterly
Distribution Date the amount expressed as a percentage, determined in
accordance with the following calculation:
CQBSII + CQCVI
QBSAR = -------------- x 365/NQ
QBSA
where:
QBSAR means the Quarterly Basis Swap Administered Rate
CQBSII means the sum of QBSII for each month since the previous
Quarterly Distribution Date
QBSII means the Quarterly Basis Swap share of Short Term Investment
Income for each monthly Collection Period, determined in
accordance with the following calculation:
43
QBSA
SII x ----------------------------------------------
[MBSA + QBSA + MFRSA + QFRDA + MOFRSA + OFRSA]
where:
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
CQVCI means the sum of QVCI for each month since previous Quarterly
Distribution Date
QVCI means the Quarterly Basis Swap share of Variable Charged
Interest for each monthly Collection Period, determined in
accordance with the following calculation:
= VCI x QBSA/(MBSA + QBSA)
NQ means the number of days in quarterly Accrual Period
"Quarterly Fixed Swap Administered Rate" means in relation to a Quarterly
Distribution Date the amount expressed as a percentage, determined in
accordance with the following calculation:
QFSAR = [CQFCI+CQFSII]
---------------- x 365/NQ
[QFRSA + QOFRSA]
QFSAR means the Quarterly Fixed Swap Administration Rate
CQFCI means the Sum of QFCI for each month since Previous
Quarterly Distribution Date
QFCI means the Quarterly Fixed Swap Share of Fixed Rate Charged
Interest each monthly Collection Period, determined in
accordance with the following calculation:
= FCI x [QFRSA+QOFRSA]/(MFRSA+MOFRSA+QFRSA+QOFRSA)
CQFSII means the Sum of QFSII for each month since Previous
Quarterly Distribution Date
QFSII means the quarterly Fixed Rate Swap share of Short Term
Investment Income for each monthly Collection Period,
determined in accordance with the following calculation:
QFRSA + QOFRSA
= SII x ------------------------------------------------
(MBSA + QBSA + MRFRSA + QFRSA + MOFRSA + QOFRSA)
where
MBSA means the Monthly Basis Swap Amount
44
QBSA means the Quarterly Basis Swap Amount
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
NQ means the number of days in quarterly Accrual Period
"Quarterly Weighted Margin" in relation to a Quarterly Fixed Swap or a Quarterly
Basis Swap means the amount expressed as a percentage, determined by the
following calculation:
QWM = CA1/ x CA1M
(CA1 + CB + QRB + QSR)
+
CB/ x CBM
(CA1 + CB + QRB + QSR)
+
QRB/ x QRBM
CA1 + CB + QRB + QSR)
+
QSR/ x SRM
(CA1 + CB + QRB + QSR)
CA1 means the A$ Equivalent of the Aggregate Stated Amounts of Class A1
Notes at end of previous quarterly Distribution Date
CA1M means the Spread specified in paragraph 5.2 of the Confirmations for
the Class A-1 Currency Swaps on that Distribution Date
CB means the Aggregated Stated Amounts of Class B Notes at end of
previous Quarterly Distribution Date
CBM means the Issue Margin in respect of the Class B Notes
QRBM means the Weighted Average of the Issue Margins in respect of the
Redraw Bonds outstanding at the end of the previous Quarterly
Distribution Date
SRM means the Drawdown Margin as defined in the Standby Redraw Facility
Agreement
QRB means the Aggregate Stated Amounts of Redraw Bonds at end of previous
Quarterly Distribution Date, determined in accordance with the
following calculation:
= BRB x(QBSA + QFRSA + QOFRSA)
-------------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)
where:
BRB means the Redraw Bonds at beginning of the quarter
MBSA means the Monthly Basis Swap Amount
QBSA means the Quarterly Basis Swap Amount
45
MFRSA means the Monthly Fixed Rate Swap Amount
QFRSA means the Quarterly Fixed Rate Swap Amount
MOFRSA means the Monthly Other Fixed Rate Swap Amount
QOFRSA means the Quarterly Other Fixed Rate Swap Amount
QSR means the Standby Redraw Facility Principal at end of previous
Quarterly Distribution Date, determined in accordance with the
following calculation:
= BSR x (QBSA + QFRSA + QOFRSA)
----------------------------------------------------
(QBSA + QFRSA + QOFRSA + MBSA + MFRSA + MOFRSA)
where:
BSR means the Standby Redraw Facility Principal at beginning of the relevant
quarter
46
