Common use of By the Issuer Clause in Contracts

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due Incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): the execution delivery and performance of this agreement and any Note does not and will not violate its constitution; (c) (Corporate Power): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (Filings): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except: (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors’ rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and stamping of the Charge (as defined in the Security Trust Deed); (e) (Legally Binding Obligation): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (Execution, Delivery and Performance): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (Authorisation): all consents, licences, approvals and authorisations of every Governmental Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly Created): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole Trustee): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; (j) (Master Trust Deed): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due Incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): the execution delivery and performance of this agreement and any Note does not and will not violate its constitutionConstitution; (c) (Corporate Power): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (Filings): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except:; (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisationreorganisation, moratorium or trust or other similar laws affecting creditors’ ' rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and stamping of the Charge (as defined in the Security Trust Deed); (e) (Legally Binding Obligation): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (Execution, Delivery and Performance): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (Authorisation): all consents, licences, approvals and authorisations of every Governmental Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly Created): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole Trustee): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust Deed): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due IncorporationDUE INCORPORATION): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (ConstitutionCONSTITUTION): the execution delivery and performance of this agreement and any Note does not and will not violate its constitution;Constitution; Top-up Funding Facility Agreement - SMHL Global Fund [ ]-[ ] (c) (Corporate PowerCORPORATE POWER): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder;: (d) (FilingsFILINGS): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except:; (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisationreorganisation, moratorium or trust or other similar laws affecting creditors’ ' rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and stamping of the Charge (as defined in the Security Trust Deed); (e) (Legally Binding ObligationLEGALLY BINDING OBLIGATION): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (ExecutionEXECUTION, Delivery and PerformanceDELIVERY AND PERFORMANCE): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (AuthorisationAUTHORISATION): all consents, licences, approvals and authorisations of every Governmental Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly CreatedSECURITISATION FUND VALIDLY CREATED): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole TrusteeSOLE TRUSTEE): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust DeedMASTER TRUST DEED): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (No Proceedings to RemoveNO 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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due IncorporationDUE INCORPORATION): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (ConstitutionCONSTITUTION): the execution delivery and performance of this agreement and any Note does not and will not violate its constitutionConstitution; (c) (Corporate PowerCORPORATE POWER): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (FilingsFILINGS): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except:; (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisationreorganisation, moratorium or trust or other similar laws affecting creditors’ ' rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and stamping of the Charge (as defined in the Security Trust Deed); (e) (Legally Binding ObligationLEGALLY BINDING OBLIGATION): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (ExecutionEXECUTION, Delivery and PerformanceDELIVERY AND PERFORMANCE): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (AuthorisationAUTHORISATION): all consents, licences, approvals and authorisations of every Governmental Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly CreatedSECURITISATION FUND VALIDLY CREATED): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole TrusteeSOLE TRUSTEE): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust DeedMASTER TRUST DEED): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (No Proceedings to RemoveNO 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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due Incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): the execution delivery and performance of this agreement and any Note does not and will not violate its constitution; (c) (Corporate Power): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (Filings): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except:; (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisationreorganisation, moratorium or trust or other similar laws affecting creditors’ rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and or stamping of the Charge (as defined in the Security Trust Deed); (e) (Legally Binding Obligation): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (Execution, Delivery and Performance): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (Authorisation): all consents, licences, approvals and authorisations of every Governmental Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly Created): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole Trustee): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust Deed): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due IncorporationDUE INCORPORATION): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (ConstitutionCONSTITUTION): the execution delivery and performance of this agreement and any Note does not and will not violate its constitutionConstitution; (c) (Corporate PowerCORPORATE POWER): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (FilingsFILINGS): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except: (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors’ rights generally; and (2) except that this representation and warranty does not apply to the filing of an ASIC form 309 or ASIC form 350 in relation to the creation and stamping of the Charge (as defined in the Security Trust Deed)Charge; (e) (Legally Binding ObligationLEGALLY BINDING OBLIGATION): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (ExecutionEXECUTION, Delivery and PerformanceDELIVERY AND PERFORMANCE): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (AuthorisationAUTHORISATION): all consents, licences, approvals and authorisations of every Governmental Government Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting;; -------------------------------------------------------------------------------- PAGE 14 Payment Funding Facility (h) (Securitisation Fund Validly CreatedSECURITISATION FUND VALIDLY CREATED): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole TrusteeSOLE TRUSTEE): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust DeedMASTER TRUST DEED): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (No Proceedings to RemoveNO 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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due Incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): the execution delivery and performance of this agreement and any Note does not and will not violate its constitutionConstitution; (c) (Corporate Power): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (Filings): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except: (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors’ ' rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and or stamping of the Charge (as defined in the Security Trust Deed)Charge; (e) (Legally Binding Obligation): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (Execution, Delivery and Performance): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (Authorisation): all consents, licences, approvals and authorisations of every Governmental Government Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly Created): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole Trustee): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust Deed): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due IncorporationDUE INCORPORATION): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (ConstitutionCONSTITUTION): the execution delivery and performance of this agreement and any Note does not and will not violate its constitutionConstitution; (c) (Corporate PowerCORPORATE POWER): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (FilingsFILINGS): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except: (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors’ ' rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and stamping of the Charge (as defined in the Security Trust Deed); (e) (Legally Binding ObligationLEGALLY BINDING OBLIGATION): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (ExecutionEXECUTION, Delivery and PerformanceDELIVERY AND PERFORMANCE): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or -------------------------------------------------------------------------------- Page 14 Redraw Funding Facility Agreement - SMHL Global Fund [ ]-[ ] which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (AuthorisationAUTHORISATION): all consents, licences, approvals and authorisations of every Governmental Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly CreatedSECURITISATION FUND VALIDLY CREATED): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole TrusteeSOLE TRUSTEE): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust DeedMASTER TRUST DEED): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (No Proceedings to RemoveNO 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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due Incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): the execution delivery and performance of this agreement and any Note does not and will not violate its constitutionConstitution; (c) (Corporate Power): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (Filings): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except: (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors’ ' rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and stamping of the Charge (as defined in the Security Trust Deed); (e) (Legally Binding Obligation): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (Execution, Delivery and Performance): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (Authorisation): all consents, licences, approvals and authorisations of every Governmental Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly Created): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole Trustee): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust Deed): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due Incorporation): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (Constitution): the execution delivery and performance of this agreement and any Note does not and will not violate its constitution; (c) (Corporate Power): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (Filings): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except: (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors’ rights generally; and (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and or stamping of the Charge (as defined in the Security Trust Deed)Charge; (e) (Legally Binding Obligation): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (Execution, Delivery and Performance): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (Authorisation): all consents, licences, approvals and authorisations of every Governmental Government Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly Created): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole Trustee): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust Deed): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (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 Securitisation Fund.

By the Issuer. The Issuer hereby represents and warrants to the OF Manager and Note Holder that: (a) (Due IncorporationDUE INCORPORATION): it is duly incorporated and has the corporate power to own its property and to carry on its business as is now being conducted; (b) (ConstitutionCONSTITUTION): the execution delivery and performance of this agreement and any Note does not and will not violate its constitutionConstitution; (c) (Corporate PowerCORPORATE POWER): it has the power and has taken all corporate and other action required to enter into this agreement and each Note and to authorise the execution and delivery of this agreement and each Note and the performance of its obligations thereunder; (d) (FilingsFILINGS): it has filed all corporate notices and effected all registrations with the Australian Securities and Investments Commission or similar office in the jurisdiction of incorporation and in any other jurisdiction as required by law and all such filings and registrations are current, complete and accurate except: (1) as such enforceability may be limited by any applicable bankruptcy, insolvency, re-organisation, moratorium or trust or other similar laws affecting creditors’ ' rights generally; andand Payment Funding Facility Agreement - SMHL Global Fund No. 7 (2) that this representation and warranty does not apply to the filing of ASIC form 309 or ASIC form 350 in relation to the creation and or stamping of the Charge (as defined in the Security Trust Deed)Charge; (e) (Legally Binding ObligationLEGALLY BINDING OBLIGATION): this agreement and each Note constitutes or will constitute a valid, legally binding and enforceable obligation of it in accordance with its terms except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust laws or other similar laws affecting creditors' rights generally; (f) (ExecutionEXECUTION, Delivery and PerformanceDELIVERY AND PERFORMANCE): the execution, delivery and performance of this agreement and each Note by it does not violate any existing law or regulation or any document or agreement to which it is a party in either case in its capacity as trustee of the Securitisation Fund or which is binding upon it or any of its assets in its capacity as trustee of the Securitisation Fund; (g) (AuthorisationAUTHORISATION): all consents, licences, approvals and authorisations of every Governmental Government Agency required to be obtained by it in connection with the execution and delivery of, and performance of its obligations under, this agreement and any Note have been obtained and are valid and subsisting; (h) (Securitisation Fund Validly CreatedSECURITISATION FUND VALIDLY CREATED): the Securitisation Fund has been validly created and is in existence at the date of this agreement; (i) (Sole TrusteeSOLE TRUSTEE): it has been validly appointed as trustee of the Securitisation Fund and is presently the sole trustee of the Securitisation Fund; ; (j) (Master Trust DeedMASTER TRUST DEED): the Securitisation Fund is constituted pursuant to the Master Trust Deed; and (k) (No Proceedings to RemoveNO 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 Securitisation Fund.