EXHIBIT 10.1
Draft: 9 March 2000
Series 2000-1G Medallion Trust
Standby Redraw Facility Agreement
Date:
Commonwealth Bank of Australia
Standby Redraw Facility Provider
Perpetual Trustee Company Limited
Trustee
Securitisation Advisory Services Pty. Limited
Manager
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Lawyers
Levels 27-35
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Liability is limited by the Solicitors Scheme under the Professional Standards
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TABLE OF CONTENTS
Clause Page
1. INTERPRETATION 1
1.1 Definitions 1
1.2 Series Supplement and Master Trust Deed Definitions 4
1.3 Interpretation 4
1.4 Trustee Capacity 5
1.5 Master Trust Deed and Series Supplement 6
1.6 Incorporated Definitions and other Transaction Documents and provisions 6
2. THE FACILITY 6
2.1 Amount 6
2.2 Purpose 6
2.3 Extension of Scheduled Termination Date 6
2.4 Termination of the Facility 6
3. CONDITIONS PRECEDENT 6
3.1 Conditions Precedent to First Advance 6
3.2 Conditions Precedent to all Advances 7
4. DRAWDOWN 7
4.1 Preparation of Drawdown Notices 7
4.2 Service of Drawdown Notices 7
4.3 Requirements of Drawdown Notices 8
4.4 Availability of Facility 8
4.5 Making of Advances 8
4.6 Book Entry Set-off of Advances against Seller Advances 8
5. INTEREST 8
5.1 Interest Period 8
5.2 Calculation of Interest 9
5.3 Payment of Interest 9
5.4 Interest on Unpaid Interest 9
5.5 Interest on Overdue Sums 9
6. REPAYMENT OF STANDBY REDRAW FACILITY PRINCIPAL 9
6.1 Repayment of Standby Redraw Facility Principal during the Availability
Period 9
6.2 Re-Drawing 9
6.3 Repayment on Termination 9
6.4 Payments Under Security Trust Deed 10
6.5 Principal Charge-offs 10
6.6 Principal Charge-off Reimbursement 10
7. PAYMENTS 10
7.1 Time on Due Date and Free of Set-off & Taxes 10
7.2 Certificate 10
8. ILLEGALITY AND INCREASED COST 10
8.1 Illegality 10
8.2 Increased Cost 11
9. FEES 11
10. REPRESENTATIONS AND WARRANTIES 12
10.1 General Representations and Warranties 12
10.2 Corporate Representations and Warranties 12
10.3 Series Trust Representations and Warranties 12
TABLE OF CONTENTS
Clause Page
10.4 Representations and Warranties Repeated 13
11. UNDERTAKINGS 13
11.1 General 13
11.2 Manager's Undertakings after Manager Event 13
12. EVENTS OF DEFAULT 14
12.1 Events of Default 14
12.2 Consequences of Event of ▇▇▇▇▇▇▇ ▇▇
▇▇. TRUSTEE PROVISIONS 14
13.1 Limitation on Trustee's Liability 14
13.2 Claims against Trustee 15
13.3 Breach of Trust 15
13.4 Acts or omissions 15
13.5 No obligation 15
14. ASSIGNMENT 15
14.1 Assignment by Trustee 15
14.2 Assignment by Standby Redraw Facility Provider 16
15. NOTICES 16
15.1 Method of Delivery 16
15.2 Deemed Receipt 16
16. INDEMNITY 16
16.1 Indemnity on Demand 16
16.2 Losses on Liquidation or Re-employment of Deposits 17
16.3 Payment on Distribution Date 17
17. MISCELLANEOUS 17
17.1 Stamp Duties 17
17.2 Waiver 17
17.3 Written Waiver, Consent and Approval 18
17.4 Severability 18
17.5 Survival of Indemnities 18
17.6 Successors and Assigns 18
17.7 Moratorium Legislation 18
17.8 Amendments 18
17.9 Governing Law 18
17.10 Jurisdiction 18
17.11 Counterparts 19
SCHEDULE - DRAWDOWN NOTICE 20
THIS STANDBY REDRAW FACILITY AGREEMENT is made in Sydney on 2000
BETWEEN COMMONWEALTH BANK OF AUSTRALIA, ACN 123 123 124, a company
incorporated in the Australian Capital Territory and having an
office at ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the
"Standby Redraw Facility Provider")
AND PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007, a company
incorporated in the State of New South Wales and having an office
at ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, in its capacity
as trustee of the Series Trust (the "Trustee")
AND SECURITISATION ADVISORY SERVICES PTY. LIMITED, ACN 064 133 946, a
company incorporated in the State of New South Wales and having
an office at ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ("▇▇▇"
and also hereinafter included within the expression the
"Manager")
RECITALS:
A. The Trustee and the Manager are respectively the trustee and the manager
of the Series Trust.
B. The Manager has requested the Standby Redraw Facility Provider to provide
the Trustee with the Facility in connection with the Approved Purpose.
C. The Standby Redraw Facility Provider has agreed to provide the Facility
to the Trustee on the terms and conditions contained in this Agreement.
THE PARTIES AGREE:
1. INTERPRETATION
1.1 Definitions
In this Agreement, unless the contrary intention appears:
"Advance" means the principal amount of each advance to the Trustee by
the Standby Redraw Facility Provider in accordance with this Agreement.
"Approved Purpose" means the use of an Advance to meet a Redraw Shortfall
in accordance with the Series Supplement.
"Authorised Officer" in relation to the Standby Redraw Facility Provider
means any person from time to time appointed by the Standby Redraw
Facility Provider to act as its Authorised Officer for the purposes of
this Agreement and notified to the Trustee.
"Availability Period" means the period commencing on the date of this
Agreement and ending on the Termination Date.
"BBSW" in relation to an Interest Period means the rate appearing at
approximately 10.00 am on the first day of that Interest Period on the
Reuters Screen page "BBSW" as being the average of the mean buying and
selling rates appearing on that page for a ▇▇▇▇ of exchange having a tenor
of three months. If on the first day of a Interest Period fewer than four
banks are quoted on the Reuters Screen page "BBSW" or for any other reason
"BBSW" for an Interest Period cannot be determined in accordance with the
foregoing provisions, then "BBSW" for that Interest Period means such rate
as is specified by the Standby Redraw Facility Provider having regard to
comparable indices then available.
"Drawdown Date" means, in relation to an Advance or proposed Advance, the
Distribution Date immediately following the delivery of the corresponding
Drawdown Notice to the Standby Redraw Facility Provider in accordance
with this Agreement.
1.
"Drawdown Margin" means 0.15% per annum.
"Drawdown Notice" means a notice given under clause 4.
"Drawing" means, subject to clause 4.6, an Advance by way of deposit by
the Standby Redraw Facility Provider in the Collections Account in
accordance with clause 4.5.
"Effective Control" means:
(a) control of the composition of the board of directors of SAS;
(b) control of more than half of the voting power of SAS; or
(c) control of more than half of the issued share capital of SAS excluding
any part of such issued share capital which carries no right to
participate beyond a specified amount in the distribution of either
profit or capital.
"Event of Default" means any of the events set out or referred to in
clause 12.1 as an Event of Default.
"Facility" means the standby redraw facility granted to the Trustee by
the Standby Redraw Facility Provider on the terms and conditions of this
Agreement.
"Facility Limit" means at any given time the lesser of:
(a) A$50 million; and
(b) the Performing Mortgage Loans Amount at that time;
or such greater or lesser amount from time to time agreed in writing by
the Standby Redraw Facility Provider, the Manager and the Rating Agencies
and notified to the Trustee in writing.
"Interest Period" means each period determined in accordance with clause
5.1.
"Manager" means SAS or if SAS retires or is removed as manager of the
Series Trust, any then Substitute Manager, and includes the Trustee when
acting as the manager of the Series Trust in accordance with the
provisions of the Master Trust Deed.
"Manager Event" means:
(a) SAS ceases to be a body over which the Standby Redraw Facility
Provider has Effective Control; or
(b) SAS ceases to be the manager of the Series Trust.
"Master Trust Deed" means the Master Trust Deed dated 8 October 1997
between the Trustee and SAS, as amended from time to time.
"Obligations" means all of the liabilities of the Trustee to the Standby
Redraw Facility Provider under this Agreement and, without limiting the
generality of the foregoing, includes any liabilities which:
(a) are liquidated;
(b) are present, prospective or contingent;
(c) relate to the payment of money or the performance or omission of any
act;
(d) sound in damages only; or
(e) accrue as a result of any Event of Default.
2.
"Performing Mortgage Loans Amount" means at any time the aggregate of the
following:
(a) the amount outstanding under Mortgage Loans forming part of the Assets
of the Series Trust in relation to which no payment due from the
relevant Borrower has been in arrears by more than 90 days; and
(b) the amount outstanding under Mortgage Loans forming part of the Assets
of the Series Trust in relation to which a payment due from the
relevant Borrower has been in arrears by more than 90 days and which
are insured under a Mortgage Insurance Policy.
"Prescribed Rate" in relation to an Interest Period means the sum of:
(a) BBSW for that Interest Period; and
(b) the Drawdown Margin,
or such rate as is otherwise agreed by the Trustee, the Manager and the
Standby Redraw Facility Provider provided that each Rating Agency is given
not less than 3 Business Days prior notice by the Manager of any variation
to the Prescribed Rate and the Prescribed Rate will not be varied if such
variation would result in a reduction in any then current credit rating of
a Security.
"Receiver" means a person appointed under or by virtue of the Security
Trust Deed as a receiver or receiver and manager.
"Redraw Amount" in relation to a Determination Date means the lesser of:
(a) the then un-utilised portion of the Facility Limit; and
(b) the Redraw Shortfall on that Determination Date.
"Redraw Shortfall" in relation to a Determination Date means the amount (if
any) by which the Principal Collections, Principal Charge-off
Reimbursements and Other Principal Amounts for the Collection Period just
ended are insufficient to meet in full the repayment of Seller Advances
made during or prior to that Collection Period which have not previously
been repaid.
"Scheduled Termination Date" means the date which is 364 days after the
date of this Agreement or such later date specified by the Standby Redraw
Facility Provider pursuant to clause 2.3.
"Series Supplement" means the Series Supplement dated on or about the
date of this Agreement between the Standby Redraw Facility Provider (as
Seller and Servicer), SAS and the Trustee.
"Series Trust" means the trust known as the Series 2000-1G Medallion
Trust established pursuant to the Master Trust Deed and the Series
Supplement.
"Specified Rate" means, on any day, the sum of:
(a) BBSW for the Interest Period that includes that day (or if the day is
not within an Interest Period, BBSW for the first Business Day of the
month that includes that day as if that month were an Interest
Period);
(b) the Drawdown Margin; and
(c) 0.10% per annum.
"Standby Redraw Facility Principal" means at any given time, the
aggregate of all the then Advances less:
(a) any then repayments of Standby Redraw Facility Principal pursuant
to this
3.
Agreement; and
(b) any amounts previously allocated pursuant to clause 9.1 of the Series
Supplement to reduce the then Standby Redraw Facility Principal and
not then reinstated pursuant to clause 9.2 of the Series Supplement.
"Termination Date" means the earlier of:
(a) the Scheduled Termination Date; and
(b) the date on which the Standby Redraw Facility Provider declares or
appoints the Facility terminated in accordance with this Agreement.
1.2 Series Supplement and Master Trust Deed Definitions
Subject to clause 1.6, unless defined in this Agreement, words and phrases
defined in either or both of the Master Trust Deed and 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. 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 this
Agreement. Subject to clause 1.6, 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 this Agreement) and/or the CBA Trust, as the context requires.
1.3 Interpretation
In this Agreement, unless the contrary intention appears:
(a) headings are for convenience only and do not affect the interpretation
of this Agreement;
(b) a reference to this "Agreement" includes the Recitals and the
Schedule;
(c) the expression "person" includes an individual, the estate of an
individual, a body politic, a corporation and a statutory or other
authority or association (incorporated or unincorporated);
(d) a reference to a person includes that person's executors,
administrators, successors, substitutes and assigns, including any
person taking by way of novation;
(e) subject to clause 1.6, a reference to any document or agreement is to
such document or agreement as amended, novated, supplemented, varied
or replaced from time to time;
(f) a reference to any legislation or to any section or provision of any
legislation includes any statutory modification or re-enactment or any
statutory provision substituted for that legislation and all
ordinances, by-laws, regulations and other statutory instruments
issued under that legislation, section or provision;
(g) words importing the singular include the plural (and vice versa) and
words denoting a given gender include all other genders;
(h) a reference to a clause is a reference to a clause of this Agreement;
(i) the expression "certified" means, in respect of a person, certified in
writing by two Authorised Officers of that person and "certify" and
like expressions will be construed accordingly;
4.
(j) a reference to "wilful default" in relation to the Trustee or the
Manager, means, subject to clause 1.3(k), any wilful failure by the
Trustee to comply with, or wilful breach by the Trustee or the Manager
(as the case may be) of, any of its obligations under any Transaction
Document, other than a failure or breach which:
(i) A. arises as a result of a breach of a Transaction Document
by a person other than:
(1) the Trustee or the Manager (as the case may be);
or
(2) any other person referred to in clause 1.3(k);
and
B. the performance of the action (the non-performance of which
gave rise to such breach) is a pre-condition to the Trustee
or the Manager (as the case may be) performing the said
obligation; or
(ii) is in accordance with a lawful court order or direction or is
required by law; or
(iii) is in accordance with a proper instruction or direction of
Investors given at a meeting convened under any Transaction
Document;
(k) a reference to the "fraud", "negligence" or "wilful default" of the
Trustee means the fraud, negligence or wilful default of the Trustee
and of its officers, employees, agents and any other person where the
Trustee is liable for the acts or omissions of such other person under
the terms of any Transaction Document.
(l) where any word or phrase is given a defined meaning, any other part of
speech or other grammatical form in respect of such word or phrase has
a corresponding meaning;
(m) where any day on which a payment is due to be made or a thing is due
to be done under this Agreement is not a Business Day, that payment
must be made or that thing must be done on the immediately succeeding
Business Day;
(n) a reference to the "close of business" on any day is a reference to
5.00 pm on that day;
(o) a reference to time is to local time in Sydney; and
(p) subject to clause 15.2, 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) having 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
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). In addition, notice,
knowledge or awareness of an Event of Default, Manager Default,
Trustee Default, Servicer Default or Perfection of Title Event means
notice, knowledge or awareness of the occurrence of the events or
circumstances constituting an Event of Default, Manager Default,
Trustee Default, Servicer Default or Perfection of Title Event (as the
case may be).
1.4 Trustee Capacity
In this Agreement, except where provided to the contrary:
(a) (References to Trustee): a reference to the Trustee is a
reference to the Trustee in its capacity as trustee of the Series
Trust only, and in no other capacity; and
5.
(b) (References to assets of the Trustee): a reference to the undertaking,
assets, business or money of the Trustee is a reference to the
undertaking, assets, business or money of the Trustee in the capacity
referred to in paragraph (a).
1.5 Master Trust Deed and Series Supplement
For the purposes of the Master Trust Deed and the Series Supplement:
(a) (Transaction Document): this Agreement is a Transaction Document; and
(b) (Support Facility): the Facility made available pursuant to the terms
of this Agreement is a Support Facility.
1.6 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.
2. THE FACILITY
2.1 Amount
Subject to this Agreement, the Standby Redraw Facility Provider agrees to
make Advances to the Trustee up to an aggregate principal amount equal to
the Facility Limit.
2.2 Purpose
The Manager will direct the Trustee to use, and the Trustee will use, the
proceeds of each Advance under the Facility exclusively for the Approved
Purpose.
2.3 Extension of Scheduled Termination Date
(a) (Manager to request extension): Not less than 60 days before the then
Scheduled Termination Date, the Manager may deliver a notice in
writing to the Standby Redraw Facility Provider (with a copy to the
Trustee) requesting the Standby Redraw Facility Provider to extend the
Scheduled Termination Date.
(b) (Standby Redraw Facility Provider may extend): Following receipt by
the Standby Redraw Facility Provider of the notice referred to in
paragraph (a), the Standby Redraw Facility Provider may, in its
absolute discretion, send the Trustee a notice in writing (copied to
the Manager) extending the then Scheduled Termination Date to the new
Scheduled Termination Date specified in the notice (which must not be
more than 364 days after the date of the notice).
2.4 Termination of the Facility
The Facility will terminate on the Termination Date.
3. CONDITIONS PRECEDENT
3.1 Conditions Precedent to First Advance
The Standby Redraw Facility Provider is not obliged to make the first
Advance to the Trustee unless the Standby Redraw Facility Provider has
received each of the following, in form and substance acceptable to the
Standby Redraw Facility Provider:
(a) (This Agreement): this Agreement duly executed and delivered by the
Trustee and the Manager;
6.
(b) (Power of attorney): a copy of each power of attorney under which this
Agreement has been or will be executed by the Trustee and the Manager,
certified as a true copy by the Trustee and the Manager respectively;
(c) (Authorised Officers): a certificate setting out in full the name and
specimen signature of each Authorised Officer of the Manager;
(d) (Security Trust Deed): a copy of the Security Trust Deed executed by
the parties thereto and certified as a true copy by the Manager;
(e) (GEMICO Mortgage Insurance Policy): an executed original counterpart
of the GEMICO Mortgage Insurance Policy together with a letter from
GEMICO confirming that it has accepted for insurance under the GEMICO
Mortgage Insurance Policy the Mortgage Loans referred to in the
certificate attached to the letter; and
(f) (Legal opinion): a legal opinion addressed to the Standby Redraw
Facility Provider from the Trustee's solicitors in form and substance
satisfactory to the Standby Redraw Facility Provider.
3.2 Conditions Precedent to all Advances
The obligation of the Standby Redraw Facility Provider to make each
Advance is subject to the further conditions precedent that:
(a) (Representations and warranties true): the representations and
warranties made or deemed to be made by the Trustee in any Transaction
Document are true and correct as of the date of the corresponding
Drawdown Notice and the relevant Drawdown Date as though made at that
date;
(b) (No Event of Default): no Event of Default is subsisting at the date
of the relevant Drawdown Notice and the relevant Drawdown Date or will
result from the provision or continuation of the Advance; and
(c) (No notice of Security Interests): other than in respect of priorities
granted by statute, the Standby Redraw Facility Provider has not
received notice from any person that it claims to have a Security
Interest ranking in priority to or equal with the Security Interest
held by the Standby Redraw Facility Provider under the Security Trust
Deed.
4. DRAWDOWN
4.1 Preparation of Drawdown Notices
If on a Determination Date the Manager determines in accordance with the
Series Supplement that a Redraw Shortfall has occurred in respect of the
Collection Period just ended the Manager must:
(a) (Prepare Drawdown Notice): prepare a Drawdown Notice in accordance
with clause 4.3 requesting an Advance on the next Distribution Date;
and
(b) (Deliver Drawdown Notice): deliver the Drawdown Notice to the Trustee
no later than the close of business on the Business Day which is not
less than 3 Business Days before the proposed Drawdown Date.
4.2 Service of Drawdown Notices
If the Trustee receives a Drawdown Notice from the Manager pursuant to
clause 4.1, it must:
(a) (Sign Drawdown Notice): sign the Drawdown Notice in accordance with
clause 4.3(b); and
7.
(b) (Deliver Drawdown Notice): deliver the signed Drawdown Notice to the
Standby Redraw Facility Provider by the time specified in clause
4.4(a).
4.3 Requirements of Drawdown Notices
A Drawdown Notice must:
(a) (Form): be in the form of the Schedule (or in such other form as from
time to time agreed amongst the Standby Redraw Facility Provider, the
Manager and the Trustee);
(b) (Authorised Officer): be signed by an Authorised Officer of the
Trustee;
(c) (Specify Drawdown Date): specify the proposed Drawdown Date for the
requested Advance which must be the next Distribution Date;
(d) (Irrevocable): be irrevocable;
(e) (Redraw Amount): specify the Redraw Amount; and
(f) (Calculation): provide details of the calculation of the Redraw
Amount.
4.4 Availability of Facility
The Trustee may make a Drawing on any Distribution Date during the
Availability Period provided that:
(a) (Receipt of Drawdown Notice): the Standby Redraw Facility Provider has
received not later than 11.00 am on the Business Day which is not less
than 2 Business Days before the proposed Drawdown Date (or such later
time as the Standby Redraw Facility Provider may agree), a duly
completed Drawdown Notice; and
(b) (Conditions precedent): the requirements of clause 3 have been
satisfied or waived in writing by the Standby Redraw Facility Provider
before the Drawdown Notice is given.
4.5 Making of Advances
After receipt of a Drawdown Notice the amount of the Advance requested in a
Drawdown Notice will, subject to clause 4.6 but otherwise without set-off
or deduction on any other account, be deposited by the Standby Redraw
Facility Provider in the Collections Account in immediately available funds
no later than 10.00 am on the Drawdown Date.
4.6 Book Entry Set-off of Advances against Seller Advances
The Standby Redraw Facility Provider may make an Advance on a Drawdown Date
by way of a book entry in its records provided that it also makes a book
entry in its records reducing the amount of the outstanding Seller Advances
to be repaid by such Advance on that Drawdown Date by the amount of such
Advance.
5. INTEREST
5.1 Interest Period
(a) (Duration): The duration of the Facility is divided into successive
Interest Periods.
(b) (First Interest Period): The first Interest Period commences on (and
includes) the first Drawdown Date and ends on (but excludes) the next
following Distribution Date.
8.
(c) (Succeeding Interest Periods): Each succeeding Interest Period
commences on (and includes) a Distribution Date and ends on (but
excludes) the next following Distribution Date.
(d) (Last Interest Period): The last Interest Period ends on (but
excludes) the first Distribution Date that:
(i) follows the Termination Date; and
(ii) upon which all moneys the payment or repayment of which form part
of the Obligations are paid or repaid in full to the Standby
Redraw Facility Provider.
5.2 Calculation of Interest
Interest on the Standby Redraw Facility Principal accrues from day to day
in respect of each Interest Period at the Prescribed Rate for that Interest
Period on the amount of the Standby Redraw Facility Principal on that day
and based on a 365 day year.
5.3 Payment of Interest
The Trustee at the direction of the Manager will on each Distribution Date
pay to the Standby Redraw Facility Provider so much of the then accrued
interest on the Standby Redraw Facility Principal as is available for this
purpose in accordance with the Series Supplement.
5.4 Interest on Unpaid Interest
If any payment by the Trustee on a Distribution Date pursuant to clause 5.3
is insufficient to pay the full amount of the then accrued interest on the
Standby Redraw Facility Principal, such unpaid accrued interest will in
turn accrue interest (as a separate and independent obligation) until paid
at the Prescribed Rate for each succeeding Interest Period and if not paid
on the Distribution Date at the end of each such succeeding Interest
Period, will itself bear interest in accordance with this clause.
5.5 Interest on Overdue Sums
If the Trustee fails to pay any amount due and payable by it under or in
respect of this Agreement at the time and in the manner required under this
Agreement and the Series Supplement that amount will bear interest in
accordance with this clause. Such interest is payable on demand and will
accrue on such amount from day to day at the Specified Rate for that day
from the date such amount is due for payment up to the date of actual
payment, before and (as a separate and independent obligation) after
judgment and if not paid at the end of a 30 day period will itself bear
interest in accordance with this clause.
6. REPAYMENT OF STANDBY REDRAW FACILITY PRINCIPAL
6.1 Repayment of Standby Redraw Facility Principal during the Availability
Period
The Trustee will on each Distribution Date repay so much of the Standby
Redraw Facility Principal on the previous Determination Date as is
available for this purpose in accordance with the Series Supplement.
6.2 Re-Drawing
Amounts repaid pursuant to clause 6.1 may be redrawn by the Trustee in
accordance with the terms of this Agreement.
6.3 Repayment on Termination
Notwithstanding clause 6.1, on the Distribution Date immediately following
the Termination Date, the Trustee will pay or repay so much of the
aggregate of all Standby Redraw Facility Principal together with interest
accrued thereon and all other money, the payment or repayment of which
forms part of the Obligations, as is available for this
9.
purpose in accordance with the Series Supplement. If all amounts due in
accordance with this clause 6.3 are not paid or repaid in full on the
Distribution Date immediately following the Termination Date, on each
succeeding Distribution Date the Trustee will pay or repay so much of such
amounts as is available for this purpose in accordance with the Series
Supplement until such amounts are paid or repaid in full.
6.4 Payments Under Security Trust Deed
Without prejudice to clause 13, the limitation of the Trustee's liability
to make payments in clauses 6.3, 8.2, 9 and 16.3 will not apply for the
purposes of calculating any amounts payable out of the Assets of the Series
Trust to the Standby Redraw Facility Provider pursuant to the Security
Trust Deed.
6.5 Principal Charge-offs
A Principal Charge-off in relation to the Standby Redraw Facility Principal
pursuant to clause 9.1 of the Series Supplement reduces the amount of the
Standby Redraw Facility Principal immediately prior to such Principal
Charge-off by the amount of the Principal Charge-off with effect from the
Distribution Date following the Determination Date upon which the Principal
Charge-off was determined.
6.6 Principal Charge-off Reimbursement
A Principal Charge-off Reimbursement in relation to the Standby Redraw
Facility Principal pursuant to clause 9.2 of the Series Supplement
increases the amount of the Standby Redraw Facility Principal immediately
prior to such Principal Charge-off Reimbursement with effect from the
Distribution Date following the Determination Date upon which the Principal
Charge-off Reimbursement was determined.
7. PAYMENTS
7.1 Time on Due Date and Free of Set-off & Taxes
All payments to be made by the Trustee under this Agreement will:
(a) (Due date): be made not later than close of business on the due date
for payment and all such payments will be made in the manner and to
such account as the Standby Redraw Facility Provider directs in
writing; and
(b) (Set-off): be made without set-off or counterclaim and free and clear
of and without deduction for or on account of present or future Taxes,
levies, imposts, duties, charges, fees, deductions, withholdings,
restrictions or conditions of any nature.
7.2 Certificate
A certificate signed by an Authorised Officer of the Standby Redraw
Facility Provider stating any amount or rate for the purposes of this
Agreement will, in the absence of manifest error on its face, constitute
prima facie evidence of the amount or rate stated therein.
8. ILLEGALITY AND INCREASED COST
8.1 Illegality
If any change in applicable law, regulation, treaty or official directive
or in the interpretation or administration thereof by any Governmental
Agency charged with the administration thereof makes it, in the reasonable
opinion of counsel to the Standby Redraw Facility Provider evidenced in
writing and addressed to the Trustee, unlawful or impossible for the
Standby Redraw Facility Provider to maintain or give effect to its
obligations under this Agreement, the Standby Redraw Facility Provider may
by written notice to the Trustee (with a copy to the Manager) appoint a
date as the Termination Date which date must not be prior to 30 days (or
such shorter period required by law) after the date of receipt by the
10.
Trustee of written notice from the Standby Redraw Facility Provider
appointing the Termination Date.
8.2 Increased Cost
(a) (Change in law): If by reason of any change in law or in its
interpretation or administration or because of compliance with any
request from or requirement of any fiscal, monetary or other
Governmental Agency:
(i) the Standby Redraw Facility Provider incurs a cost as a
result of its having entered into or performing its
obligations under this Agreement or as a result of any
Advance being outstanding hereunder;
(ii) there is any increase in the cost to the Standby Redraw
Facility Provider of funding or maintaining any Advance;
(iii) the amount of principal, interest or other amount payable
to the Standby Redraw Facility Provider or the effective
return to the Standby Redraw Facility Provider under this
Agreement is reduced; or
(iv) the Standby Redraw Facility Provider becomes liable to make
any payment (not being a payment of Tax on its overall net
income) on or calculated by reference to the amount of
Advances made under this Agreement,
then from time to time on notification by the Standby Redraw
Facility Provider (copied to the Manager) the Trustee will on the
Distribution Date following such notification and on each
succeeding Distribution Date until the Standby Redraw Facility
Provider is paid in full pay to the Standby Redraw Facility
Provider so much of the amounts sufficient to indemnify the
Standby Redraw Facility Provider against such cost, increased
cost, reduction or liability that is available for this purpose in
accordance with the Series Supplement.
(b) (No defence): If the Standby Redraw Facility Provider has acted
in good faith it will not be a defence to the Trustee, in the
event of any failure by the Trustee to comply with its payment
obligations under clause 8.2(a), that any such cost, increased
cost, reduction or liability could have been avoided. However, the
Standby Redraw Facility Provider will negotiate in good faith with
the Trustee and the Manager with a view to finding a means by
which such cost, increased cost, reduction or liability may be
minimised.
(c) (Certificate conclusive): The Standby Redraw Facility Provider's
certificate as to the amount of, and basis for arriving at, any
such cost, increased cost, reduction or liability is conclusive
and binding on the Trustee in the absence of manifest error on the
face of the certificate.
9. FEES
The Trustee will pay to the Standby Redraw Facility Provider a commitment
fee of 0.05% per annum of the then un-utilised portion of the Facility
Limit. The commitment fee will be calculated daily from the date the
Facility becomes available on the basis of a 365 day year and will be
paid quarterly in arrears on each Distribution Date in accordance with
the Series Supplement. The amount of the commitment fee may be varied by
agreement between the Trustee, the Manager and the Standby Redraw
Facility Provider provided that each Rating Agency is given not less than
3 Business Days prior notice by the Manager of any variation to the
amount of the commitment fee and the amount of the commitment fee will
not be varied if such variation would result in a reduction,
qualification or withdrawal in any then current credit rating of a
Security.
11.
10. REPRESENTATIONS AND WARRANTIES
10.1 General Representations and Warranties
The Trustee in its capacity as trustee of the Series Trust represents and
warrants to the Standby Redraw Facility Provider that:
(a) (Execution, delivery and performance): the execution, delivery
and performance of this Agreement and each other Transaction
Document in relation to the Series Trust to which it is a party
does not violate any existing law or regulation or any document or
agreement to which it is a party or which is binding upon it or
any of its assets;
(b) (Corporate power and authorisation): the Trustee has the power to
enter into, and to perform its obligations, and has taken all
corporate and other action necessary to authorise the entry into
of, and performance of its obligations under, this Agreement and
each other Transaction Document in relation to the Series Trust
and to which it is a party;
(c) (Legally binding obligation): this Agreement and each of the
other Transaction Documents to which it is a party constitute its
valid and legally binding obligations subject to stamping and any
necessary registration except as such enforceability may be
limited by any applicable bankruptcy, insolvency, reorganisation,
moratorium or trust or other similar laws affecting creditors'
rights generally; and
(d) (No Event of Default): to the best of the Trustee's knowledge no
Event of Default or event which with the giving of notice, lapse
of time or other applicable condition would become an Event of
Default has occurred which has not been waived or remedied in
accordance with this Agreement.
10.2 Corporate Representations and Warranties
The Trustee in its capacity as trustee of the Series Trust represents and
warrants in respect of itself to the Standby Redraw Facility Provider
that:
(a) (Due incorporation): it is duly incorporated and has the
corporate power to own its own property and to carry on its
business as is now being conducted;
(b) (Execution, delivery and performance): the execution, delivery
and performance of this Agreement and each other Transaction
Document in relation to the Series Trust to which it is a party
does not violate its constitution.
10.3 Series Trust Representations and Warranties
The Trustee in its capacity as trustee of the Series Trust represents and
warrants to the Standby Redraw Facility Provider in relation to the
Series Trust as follows:
(a) (Series Trust validly created): the Series Trust has been validly
created and is in existence at the date of this Agreement;
(b) (Sole trustee): the Trustee has been validly appointed as trustee
of the Series Trust and is presently the sole trustee of the
Series Trust;
(c) (No proceedings to remove): no notice has been given to the
Trustee and to the Trustee's knowledge no resolution has been
passed or direction or notice has been given, removing the Trustee
as trustee of the Series Trust;
(d) (Trustee's power): the Trustee has power under the Master Trust
Deed to enter into the Transaction Documents to which it is a
party in its capacity as trustee of the Series Trust; and
(e) (Good title): the Trustee is the lawful owner of the Assets of
the Series Trust
12.
and has power under the Master Trust Deed to mortgage or charge
them in the manner provided in the Security Trust Deed.
10.4 Representations and Warranties Repeated
Each representation and warranty contained in clauses 10.1, 10.2 and
10.3 will be deemed to be repeated on each Drawdown Date with reference
to the facts and circumstances then subsisting, as if made on each such
day.
11. UNDERTAKINGS
11.1 General
The Trustee undertakes to the Standby Redraw Facility Provider that it
will:
(a) (Act continuously): act continuously as trustee of the Series
Trust in accordance with the Master Trust Deed and the Series
Supplement until the Series Trust is terminated or until it has
retired or been removed in accordance with the Master Trust Deed;
(b) (Do all things necessary): do everything and take all such
actions which are necessary (including, without limitation,
obtaining all such authorisations and approvals as are
appropriate) to ensure that it is able to exercise all its powers
and remedies and perform all its obligations under this Agreement,
other arrangements entered into by the Trustee pursuant to this
Agreement and each Transaction Document to which it is a party;
(c) (Maintain authorisations): ensure that each authorisation
required for it to maintain its status as trustee of the Series
Trust is obtained and promptly renewed and maintained in full
force and effect; and
(d) (Not amend or resolve): not consent to amend or revoke provisions
of the Master Trust Deed, the Series Supplement or the Security
Trust Deed in respect of payments or the order of priorities of
payments to be made thereunder without the prior written consent
of the Standby Redraw Facility Provider.
11.2 Manager's Undertakings after Manager Event
At any time after a Manager Event occurs the Manager will:
(a) (Notify Standby Redraw Facility Provider): immediately notify the
Standby Redraw Facility Provider as soon as it becomes actually
aware of the occurrence of:
(i) any Event of Default, Servicer Default, Trustee Default,
Perfection of Title Event or Manager Default; or
(ii) any litigation, arbitration, criminal or administrative
proceedings relating to any of the Trustee's property,
assets or revenues that involves a claim against it in
excess of A$1 million or that, if decided adversely to it,
could have a material adverse effect on its ability to
perform the Obligations,
and in each case advise the Standby Redraw Facility Provider of
what steps it has taken and what steps it proposes to take in
relation to such occurrences; and
(b) (Deliver Materials): deliver to the Standby Redraw Facility
Provider:
(i) as soon as practicable and in any event not later than 120
days after the close of each of the Series Trust's
financial years, a copy of the audited Accounts of the
Series Trust;
(ii) as soon as practicable and in any event not later than 90
days after the first half of each of the Series Trust's
financial years, a copy of a statement setting out the
Assets and Liabilities of the Series Trust for
13.
that half-year;
(iii) as soon as practical and in any event not later than 90
days after each half of each financial year of the Series
Trust, a copy of the written report prepared by the Auditor
in accordance with clause 21.9 of the Master Trust Deed;
(iv) as and when required by the Standby Redraw Facility
Provider, a certificate executed by two Authorised Officers
on behalf of the Manager stating to the best of the
knowledge of the Manager whether or not an Event of
Default, Servicer Default, Trustee Default, Perfection of
Title Event or Manager Default has occurred and if the same
has occurred, setting out the details of such event and the
steps (if any) taken by the Manager to remedy or cure the
same; and
(v) promptly, such further information regarding the Series
Trust's financial condition and business operations within
the knowledge of the Manager as the Standby Redraw Facility
Provider from time to time reasonably requires.
12. EVENTS OF DEFAULT
12.1 Events of Default
Each of the following events is an Event of Default whether or not caused
by any reason whatsoever outside the control of the Trustee or any other
person:
(a) (Failure to repay or pay): the Trustee fails to pay any amount in
accordance with this Agreement within 10 Business Days of the due
date for payment of such amount;
(b) (Other Breach): the Trustee breaches its undertaking in clause
11.1(d); and
(c) (Event of Default under Security Trust Deed): an Event of Default
(as defined in the Security Trust Deed in relation to the Series
Trust) occurs and any action is taken by the Security Trustee,
pursuant to clause 10 of the Security Trust Deed, to appoint a
Receiver in respect of the Assets of the Series Trust or to sell
and realise the Assets of the Series Trust or the Security Trustee
takes any action pursuant to clause .11 of the Security Trust
Deed.
12.2 Consequences of Event of Default
At any time after the occurrence of an Event of Default the Standby
Redraw Facility Provider may, without being obliged to do so and
notwithstanding any waiver of any previous default, by written notice to
the Trustee:
(a) (Declare Advances due): declare the Advances, accrued interest
and all other sums which have accrued due under this Agreement
(whether or not presently payable) to be due, whereupon they will
become immediately due and payable; and/or
(b) (Declare Facility terminated): declare the Facility terminated in
which case the obligations of the Standby Redraw Facility Provider
under this Agreement will immediately terminate from the date of
receipt by the Trustee of such written notice.
13. TRUSTEE PROVISIONS
13.1 Limitation on Trustee's Liability
The Trustee enters into this Agreement only in its capacity as trustee of
the Series Trust and in no other capacity. A liability incurred by the
Trustee 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 the Trustee only to the extent to which it can be
satisfied out of the Assets of the Series Trust out of which the Trustee
is actually indemnified for the liability. This limitation of the
Trustee's liability applies despite any other provision of this Agreement
14.
(other than clause 13.3) and extends to all liabilities and obligations
of the Trustee in any way connected with any representation, warranty,
conduct, omission, agreement or transaction related to this Agreement.
13.2 Claims against Trustee
The parties other than the Trustee may not ▇▇▇ the Trustee in respect of
any liabilities incurred by the Trustee acting in its capacity as trustee
of the Series Trust in any capacity other than as trustee of the Series
Trust including seeking the appointment of a receiver (except in relation
to the Assets of the Series Trust) a liquidator, an administrator or any
similar person to the Trustee, or prove in any liquidation,
administration or similar arrangements of or affecting the Trustee
(except in relation to the Assets of the Series Trust).
13.3 Breach of Trust
The provisions of this clause 13 will not apply to any obligation or
liability of the Trustee to the extent that it is not satisfied because
under the Master Trust Deed, the Series Supplement, any other Transaction
Document in relation to the Series Trust or by operation of law there is
a reduction in the extent of the Trustee's indemnification out of the
Assets of the Series Trust as a result of the Trustee's fraud, negligence
or wilful default.
13.4 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 the Trustee (including any
related failure to satisfy its obligations or any breach or
representations or warranties under this Agreement) will be considered
fraud, negligence or wilful default of the Trustee for the purpose of
clause 13.3 to the extent to which the act or omission was caused or
contributed to by any failure by any Relevant Party or any other person
appointed by the Trustee under any Transaction Document (other than a
person whose acts or omissions the Trustee is liable for in accordance
with any Transaction Document) to fulfil its obligations in relation to
the Series Trust or by any other act or omission of a Relevant Party or
any other such person.
13.5 No obligation
(a) (Obligations under this Agreement or any Transaction Document):
The Trustee is not obliged to enter into any commitment or
obligation under this Agreement or any Transaction Document unless
the Trustee's liability is limited in a manner which is consistent
with this clause 13. The Trustee agrees and acknowledges that
its liability for any commitment or obligation it has entered into
under this Agreement is limited in a manner which is consistent
with this clause 13.
(b) (Obligations not contained in this Agreement or any Transaction
Document): The Trustee is not obliged to enter into any commitment
or obligation contemplated by but not contained in this Agreement
or any Transaction Document unless the Trustee's liability in
relation to that commitment or obligation is limited in a manner
satisfactory to the Trustee in its absolute discretion.
14. ASSIGNMENT
14.1 Assignment by Trustee
The Trustee will not assign or otherwise transfer the benefit of this
Agreement or any of its rights, duties or obligations under this
Agreement except to a Substitute Trustee acceptable to the Standby Redraw
Facility Provider (whose consent is not to be unreasonably withheld).
15.
14.2 Assignment by Standby Redraw Facility Provider
The Standby Redraw Facility Provider may at any time assign or otherwise
transfer all or any part of the benefit of this Agreement or any of its
rights, duties and obligations under this Agreement to another Bank or
financial institution. The Standby Redraw Facility Provider may disclose
to a proposed assignee or transferee information in the possession of the
Standby Redraw Facility Provider relating to the Trustee and the Manager.
An assignment or transfer by the Standby Redraw Facility Provider
pursuant to this clause 14.2 shall not be of any effect until the
Standby Redraw Facility Provider has notified the Trustee in writing of
the assignment or transfer, as the case may be.
15. NOTICES
15.1 Method of Delivery
Any notice, request, certificate, approval, demand, consent or other
communication to be given under this Agreement:
(a) (Execution): must be signed by 2 Authorised Officers of the party
giving the same;
(b) (In writing): must be in writing; and
(c) (Delivery): must be:
(i) left at the address of the addressee;
(ii) sent by prepaid ordinary post to the address of the
addressee; or
(iii) sent by facsimile to the facsimile number of the addressee,
notified by that addressee from time to time to the other parties
to this Agreement as its address for service pursuant to this
Agreement.
15. Deemed Receipt
A notice, request, certificate, demand, consent or other communication
under this Agreement is deemed to have been received:
(a) (Delivery): where delivered in person, upon receipt;
(b) (Post): where sent by post within Australia, on the 3rd day after
posting, and where sent by post to, from or outside Australia, on
the 7th day after posting; and
(c) (Fax): where sent by facsimile, on production by the dispatching
facsimile machine of a transmission report which indicates that
the facsimile was sent in its entirety to the facsimile number of
the recipient.
However, if the time of deemed receipt of any notice is not before 5.30
pm on a Business Day at the address of the recipient it is deemed to have
been received at the commencement of business on the next Business Day.
16. INDEMNITY
16.1 Indemnity on Demand
Subject to clause 13, the Trustee will on demand indemnify the Standby
Redraw Facility Provider against any loss, cost or expenses which the
Standby Redraw Facility Provider may sustain or incur as a consequence
of:
(a) (Overdue sums): any sum payable by the Trustee under this
Agreement not being paid when due;
16.
(b) (Event of Default): the occurrence of any Event of Default;
(c) (Failure to provide Advance): an Advance requested in a Drawdown
Notice not being provided for any reason including failure to
fulfil any condition precedent but excluding any matter within the
control of the Standby Redraw Facility Provider; or
(d) (Payment of principal): the Standby Redraw Facility Provider
receiving payments of principal other than on the last day of the
relevant Interest Period for any reason.
16.2 Losses on Liquidation or Re-employment of Deposits
The losses, costs or expenses referred to in clause 16.1 will include the
amount determined in good faith by the Standby Redraw Facility Provider
as being any loss (other than an amount for loss of profit other than
loss of margin) including:
(a) (Liquidation and re-employment): loss of margin, cost or expense
incurred by reason of the liquidation or re-employment of deposits
or other funds acquired or contracted for by the Standby Redraw
Facility Provider to fund or maintain any such Advance or amount;
and
(b) (Other arrangements): losses, costs, damages, charges or expenses
incurred by the Standby Redraw Facility Provider in relation to
the variation, termination or making of any other arrangements in
relation to any arrangement ancillary or related to this Agreement
including, without limitation, any swap or derivative agreement
entered into by the Standby Redraw Facility Provider in connection
with or in order to fund any Advances.
16.3 Payment on Distribution Date
Any payments to be made by the Trustee pursuant to this clause 16 will
only be made on the Distribution Date following demand by the Standby
Redraw Facility Provider and on each succeeding Distribution Date until
the Standby Redraw Facility Provider is paid in full by payment of so
much of the amount sufficient to indemnify the Standby Redraw Facility
Provider as is available for this purpose in accordance with the Series
Supplement.
17. MISCELLANEOUS
17.1 Stamp Duties
(a) (Trustee must pay): The Trustee will pay all stamp, loan
transaction, registration and similar Taxes including fines and
penalties (except such fines and penalties incurred through the
act, neglect or omission of the Standby Redraw Facility Provider
after the Standby Redraw Facility Provider has requested and been
put in funds to pay such Taxes), financial institutions duty and
debits tax which may be payable or required to be paid by any
appropriate authority or determined to be payable in connection
with the execution, delivery, performance or enforcement of this
Agreement.
(b) (Trustee must indemnify): Subject to clause 13, the Trustee will
indemnify and keep indemnified the Standby Redraw Facility
Provider against any loss or liability incurred or suffered by it
as a result of the delay or failure by the Trustee to pay such
Taxes.
17.2 Waiver
A failure to exercise or enforce or a delay in exercising or enforcing or
the partial exercise or enforcement of any right, remedy, power or
privilege under this Agreement by the Standby Redraw Facility Provider
will not in any way preclude or operate as a waiver of any further
exercise or enforcement of such right, remedy, power or privilege or the
exercise or enforcement of any other right, remedy, power or privilege
under this
17.
Agreement or provided by law.
17.3 Written Waiver, Consent and Approval
Any waiver, consent or approval given by the Standby Redraw Facility
Provider under this Agreement will only be effective and will only bind
the Standby Redraw Facility Provider if it is given in writing, or given
verbally and subsequently confirmed in writing, and executed by the
Standby Redraw Facility Provider or on its behalf by two Authorised
Officers of the Standby Redraw Facility Provider.
17.4 Severability
Any provision of this Agreement which is illegal, void or unenforceable
in any jurisdiction is ineffective in such jurisdiction to the extent
only of such illegality, voidness or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of the provisions in any other jurisdiction.
17.5 Survival of Indemnities
The indemnities contained in this Agreement are continuing obligations of
the Trustee, separate and independent from the other obligations of the
Trustee and will survive the termination of this Agreement.
17.6 Successors and Assigns
This Agreement is binding upon and enures to the benefit of the parties
to this Agreement and their respective successors and permitted assigns.
17.7 Moratorium Legislation
To the fullest extent permitted by law, the provisions of all statutes
whether existing now or in the future operating directly or indirectly:
(a) (To affect obligations): to lessen or otherwise to vary or affect
in favour of the Trustee any obligation under this Agreement; or
(b) (To affect rights): to delay or otherwise prevent or
prejudicially affect the exercise of any rights or remedies
conferred on the Standby Redraw Facility Provider under this
Agreement,
are hereby expressly waived, negatived and excluded.
17.8 Amendments
No amendment to this Agreement will be effective unless in writing and
executed by each of the parties to this Agreement. The Manager must give
each Rating Agency not less than 10 Business Days' prior notice of any
amendment to this Agreement.
17.9 Governing Law
This Agreement is governed by and construed in accordance with the laws
of the State of New South Wales.
17.10 Jurisdiction
Each of the parties irrevocably and unconditionally:
(a) (Submission to jurisdiction): submits to the non-exclusive
jurisdiction of the courts of the State of New South Wales;
(b) (Waiver of inconvenient forum): waives any objection it may now
or in the future have to the bringing of proceedings in those
courts and any claim that any proceedings have been brought in an
inconvenient forum; and
18.
(c) (Service of notice): agrees, without preventing any other mode of
service permitted by law, that any document required to be served
in any proceedings may be served in the manner in which notices
and other written communications may be given under clause 15.
17.11 Counterparts
This Agreement may be executed in a number of counterparts and all such
counterparts taken together will constitute one and the same instrument.
19.
SCHEDULE
DRAWDOWN NOTICE
To: Commonwealth Bank of Australia, ACN 123 123 124
[Address]
Attention: Head of Securitisation
From: Perpetual Trustee Company Limited, ACN 000 001 007
[Date]
In our capacity as trustee of the Series Trust, we hereby irrevocably request
you to make us an Advance on the Drawdown Date specified below for an amount
equal to the Redraw Amount specified below in accordance with clause 4 of the
Standby Redraw Facility Agreement dated [ ] between ourselves, Commonwealth
Bank of Australia, ACN 123 123 124 and Securitisation Advisory Services Pty.
Limited, ACN 064 133 946 as amended, novated or supplemented from time to time
(the "Standby Redraw Facility Agreement"):
(a) Drawdown Date [ ]
(b) Redraw Amount A$[ ]
(c) Details of the calculation of the Redraw Amount [ ]
Words used and not otherwise defined herein have the same meaning as in the
Standby Redraw Facility Agreement.
SIGNED on behalf of PERPETUAL
TRUSTEE COMPANY LIMITED as trustee
of the Series 2000 1-G Medallion
Trust by:
__________________________________
(Authorised Officer)
__________________________________
(Name)
__________________________________
(Title)
20.
EXECUTED as an agreement.
SIGNED for and on behalf of ) ______________________________
COMMONWEALTH BANK OF ) (Signature of Attorney)
AUSTRALIA ACN 123 123 124, by its )
Attorney under a Power of Attorney dated )
) ______________________________
in the presence of: ) (Name of Attorney in Full)
__________________________________________
(Signature of Witness)
__________________________________________
(Name of Witness in Full)
SIGNED for and on behalf of ) ______________________________
PERPETUAL TRUSTEE COMPANY ) (Signature of Attorney)
LIMITED, ACN 000 001 007, by its )
Attorney under a Power of Attorney dated )
)
and who declares that he or she has not ) ______________________________
received any notice of the revocation of ) (Name of Attorney in Full)
such Power of Attorney in the presence of: )
__________________________________________
(Signature of Witness)
__________________________________________
(Name of Witness in Full)
SIGNED SEALED AND DELIVERED for )
and on behalf of SECURITISATION ) ______________________________
ADVISORY SERVICES PTY. LIMITED, ) (Signature of Attorney)
ACN 064 133 946, by its Attorney under a )
Power of Attorney dated )
) ______________________________
and who declares that he or she has not ) (Name of Attorney in Full)
received any notice of the revocation of )
such Power of Attorney in the presence of: )
__________________________________________
(Signature of Witness)
___________________________________________
(Name of Witness in Full)
21.