Common use of GENERAL UNDERTAKINGS Clause in Contracts

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.. Seller Loan Agreement [Allens Xxxxxx Xxxxxxxx LOGO] --------------------------------------------------------------------------------

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake The Major Sub-contractor undertakes to the Approved Seller as follows in relation to the Trust, except to the extent Crown that the Approved Seller consents.it must: (a) (AUTHORISATIONS) It will ensure notify the Crown of any Event of Contractor Default promptly after it gives notice of that each Authorisation (which, in the case Event of the Trustee, is limited to any Authorisation relating Contractor Default pursuant to the Trustee Major Sub-contract; (b) in its capacity as trustee of the Trust and not relation to the Trust generally) required fordocuments: (i) promptly give the executionCrown a copy of all documents issued by the Major Sub- contractor to the Contractor in relation to an Event of Contractor Default; and (ii) return a copy of all plans, delivery drawings, specifications and performance by it other documents that come into its possession for the purpose of the Trust Documents Project to which it is expressed to be a party and the transactions contemplated by those documentsCrown at the expiration or termination of the Major Sub-contract; (c) not, without first obtaining the consent of the Crown: (i) make or permit any material amendment, replacement of, or addition to; (ii) subject to the validity and enforceability terms of those documents; andthis Deed, terminate, surrender, rescind or accept repudiation of (provided that such consent will be deemed to have been given where the Major Sub-contractor is expressly permitted to do so under this Deed); (iii) permit the carrying on by it novation, assignment or substitution of its business as now conducted rights, obligations or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed.interest in; or (biv) (NEGATIVE PLEDGE) It allow any express waiver of its material rights and obligations under, the Major Sub-contract, provided that the Crown will not create withhold its consent to an amendment that corresponds to an amendment to which it has consented in accordance with the Project Agreement; (d) not novate, assign or allow to exist substitute any of its rights, obligations or interest in the Major Sub-contract without first procuring that the proposed novatee, assignee or substitute executes a Security Interest over the Assets deed in favour of the Trust other thanCrown (in form and substance approved by the Crown) pursuant to which the novatee, assignee or substitute agrees to accept and be bound by this Deed as if it were the Major Sub-contractor; (e) in relation to records and meetings: (i) under when reasonably requested by the Trust DocumentsCrown, attend meetings with the Crown or any Crown Related Person; (ii) subject to the relevant persons entering into confidentiality undertakings with the Major Sub-contractor on terms reasonably acceptable to the Major Sub- contractor, when reasonably requested by the Crown, provide the Crown, or any Crown Related Person authorised by the Crown, with such information, records or documents that the Crown (acting reasonably) requires in relation to the carrying out of Services or compliance with the Major Sub-contract; or (iiiii) subject to the relevant persons entering into confidentiality undertakings with the Major Sub-contractor on terms reasonably acceptable to the Major Sub- contractor, permit the Crown or any Crown Related Person authorised by the Crown to do so, to inspect all records, reports, plans, programmes, specifications and design documents prepared or kept by the Major Sub- contractor in relation to the Project and supply the Crown or any Crown Related Person with a lien arising by operation copy of law any such report or document they may require from time to time, provided that nothing in this clause 14(e) shall require the Major Sub-contractor to breach any obligation of confidence which it owes to any other person or to infringe the Intellectual Property rights of any third party; (f) to the extent provided in the ordinary course Project Agreement, permit the Crown, any Crown Related Person and the Independent Reviewer to attend all tests and inspections to be carried out in connection with the Project in accordance with the terms of daythe Project Agreement and/or the Major Sub-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith.contract; (cg) (COMPLY WITH OBLIGATIONS) It will duly subject to the Independent Reviewer entering into confidentiality undertakings with the Major Sub-contractor on terms reasonably acceptable to the Major Sub-contractor, provide the Independent Reviewer with all such access to the Facility and punctually comply with to the Major Sub-contractor and its records as the Independent Reviewer may reasonably require to perform its obligations under the Trust Documents.Project Agreement and the Independent Reviewer Agreement; (dh) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware take all steps reasonably practical to mitigate and minimise Sub-contractor Breakage Costs in respect of any proposal by a Government Agency to acquire compulsorily any Assets of Termination Date; and (i) not contract with the TrustContractor otherwise than on Arms Length Terms.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.. Seller Loan Agreement [Allens Xxxxxx Xxxxxxxx logo] --------------------------------------------------------------------------------

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and Redraw Facility Agreement [ALLENS XXXXXX XXXXXXXX LOGO] -------------------------------------------------------------------------------- (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents.. Seller Loan Agreement [Allens Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (d) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith.. SELLER LOAN AGREEMENT Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.. SELLER LOAN AGREEMENT [Allens Xxxxxx Xxxxxxxx LOGO] --------------------------------------------------------------------------------

GENERAL UNDERTAKINGS. Each of the Trustee and the Trust Manager severally undertake to the Approved Seller Liquidity Provider as follows in relation to the Trust, except to the extent that the Approved Seller Liquidity Provider consents. (a) (AUTHORISATIONSAuthorisations) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents;; Series 2002-1G WST Trust Liquidity Facility Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Liquidity Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGENegative pledge) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONSComply with obligations) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERNotice to Liquidity Provider) It will notify the Approved Seller Liquidity Provider and each Designated Rating Agency as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith.. -------------------------------------------------------------------------------- Page 6 Seller Loan Agreement Allens Xxxxxx Xxxxxxxx + -------------------------------------------------------------------------------- (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; andand REDRAW FACILITY AGREEMENT [Allens Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Trust Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONSAuthorisations) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGENegative pledge) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONSComply with obligations) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERNotice to Redraw Facility Provider) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.. -------------------------------------------------------------------------------- Page 12 Series 2002-1G WST Trust Redraw Facility Agreement Allens Xxxxxx Xxxxxxxx --------------------------------------------------------------------------------

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for:: Redraw Facility Agreement [Allens Xxxxxx Xxxxxxxx logo] -------------------------------------------------------------------------------- (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Trust Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw -------------------------------------------------------------------------------- Page 13 XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- SERIES 1999-1G WST TRUST REDRAW FACILITY AGREEMENT Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than:: -------------------------------------------------------------------------------- Page 12 Redraw Facility Agreement Allens Xxxxxx Xxxxxxxx + -------------------------------------------------------------------------------- (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and REDRAW FACILITY AGREEMENT XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Trust Manager severally undertake to the Approved Seller Liquidity Provider as follows in relation to the Trust, except to the extent that the Approved Seller Liquidity Provider consents. (a) (AUTHORISATIONSAuthorisations) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Liquidity Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGENegative pledge) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONSComply with obligations) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERNotice to Liquidity Provider) It will notify the Approved Seller Liquidity Provider and each Designated Rating Agency as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONSAuthorisations) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGENegative pledge) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONSComply with obligations) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERNotice to Redraw Facility Provider) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and -------------------------------------------------------------------------------- Page 12 Redraw Facility Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith.. -------------------------------------------------------------------------------- Page 6 SELLER LOAN AGREEMENT XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLER) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than:: Redraw Facility Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each The Borrower must: (a) (maintain status) maintain, and ensure that each of its Subsidiaries maintains, its status as a company limited by shares under the Trustee Corporations Act; (b) (comply with law) comply with, and the Manager severally undertake to the Approved Seller as follows in relation to the Trustensure that each of its Subsidiaries complies with, all applicable laws including by paying when due all Taxes for which it or any of its property is assessed or liable (except to the extent that these are being diligently contested in good faith and by appropriate proceedings and it or the Approved Seller consents.relevant Subsidiary has made adequate reserves for them); (ac) (AUTHORISATIONSkeep books) It will keep, and ensure that each Authorisation of its Subsidiaries keeps, proper books (which, as defined in the case Corporations Act) recording its activities and those of each of its Subsidiaries (including financial records in accordance with the TrusteeCorporations Act), and permit the Facility Agent or its representatives on request to examine and take copies of them; (d) (hold Authorisations) obtain and maintain each Authorisation that is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required fornecessary or desirable to: (i) execute the execution, delivery Finance Documents and performance by it of the Trust Documents to which it is expressed to be a party and carry out the transactions contemplated by those documentsthat they contemplate; (ii) ensure that each Finance Document is legal, valid, binding and admissible in evidence; or (iii) enable it to properly carry on its business, and must comply with any conditions to which any of these Authorisations is subject; (e) (no administrator) not appoint, and ensure that none of its Subsidiaries appoints, an administrator without notice to the validity Facility Agent; (f) (permitted use of funds) apply the Advances solely for the purposes specified in clause 2.5; (g) (patents) maintain and enforceability keep registered under all applicable laws all patents, trade marks and licences registered in the name of those documentsthe Borrower where not to do so would have a Material Adverse Effect; (h) (Subsidiaries): (i) ensure that it, each other Obligor and each Obligor’s Subsidiaries do not acquire or incorporate any Subsidiary after the date of this agreement without the prior written consent of the Facility Agent (acting on the instructions of all the Financiers), which consent shall not be unreasonably withheld, where the consideration for the acquisition exceeds USD 20,000,000 or its equivalent; and (iiiii) where it, an Obligor or an Obligor’s Subsidiary acquires or incorporates any Subsidiary after the carrying date of this agreement which is at or below USD20,000,000 (or its equivalent) which is not financed in whole or in part by a Tranche B Advance, ensure that the acquired or incorporated Subsidiary is engaged in a business substantially similar or related to that carried on by it of its business as now conducted or contemplated, is obtained the Group and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly the Borrower continues to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than:comply with clause 17.2; (i) under (ResMed Loan Agreement) other than pursuant to the Trust Documents; or (ii) a lien arising by operation Deed of law Variation, not terminate, rescind or agree to any variation of the ResMed Loan Agreement, assign any of its right, title or interest in the ordinary course ResMed Loan Agreement, release any person from any of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents.ResMed Loan Agreement or otherwise waive any of the Borrower’s rights under the ResMed Loan Agreement except for any variation, assignment, release, waiver or termination granted by the Borrower with the consent of the Facility Agent (such consent not to be unreasonably withheld); and (dj) (NOTICE TO APPROVED SELLERdividends) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets without limiting clause 16.1(b) above, comply at all times with section 254T of the TrustCorporations Act including ensuring that its profits (including retained earnings) are always sufficient to apply any amounts it receives under Tranche C towards the payment of dividends.

GENERAL UNDERTAKINGS. Each of the Trustee and the Trust Manager severally undertake to the Approved Seller Liquidity Provider as follows in relation to the Trust, except to the extent that the Approved Seller Liquidity Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents;; -------------------------------------------------------------------------------- Page 16 XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- SERIES 1999-1G WST TRUST LIQUIDITY FACILITY AGREEMENT (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Liquidity Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERLIQUIDITY PROVIDER) It will notify the Approved Seller Liquidity Provider and each Designated Rating Agency as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and REDRAW FACILITY AGREEMENT [Allens Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed.. -------------------------------------------------------------------------------- Page 13 REDRAW FACILITY AGREEMENT XXXXX XXXXX & XXXXXXX -------------------------------------------------------------------------------- (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONSAuthorisations) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGENegative pledge) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith.. -------------------------------------------------------------------------------- page 6 Seller Loan Agreement Xxxxx Xxxxx & Xxxxxxx -------------------------------------------------------------------------------- (c) (COMPLY WITH OBLIGATIONSComply with obligations) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERNotice to Approved Seller) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller as follows in relation to the Trust, except to the extent that the Approved Seller consents. (a) (AUTHORISATIONSAuthorisations) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller when they are obtained or renewed. (b) (NEGATIVE PLEDGENegative pledge) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONSComply with obligations) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERNotice to Approved Seller) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.. Seller Loan Agreement Allens Xxxxxx Xxxxxxxx --------------------------------------------------------------------------------

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake The Borrower undertakes to the Approved Seller Lender as follows in relation to the Trustfollows, except to the extent that the Approved Seller Lender consents. (a) (AUTHORISATIONSAuthorisations) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Transaction Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Lender when they are obtained or renewed. (b) (NEGATIVE PLEDGENotice to Lender) It will notify the Lender as soon as it becomes aware of: (i) any Event of Default; (ii) any proposal by a Government Agency to acquire compulsorily the whole or a substantial part of its assets or business; (iii) any substantial dispute between it and a Government Agency; and Loan Agreement (c) (Disposal of assets) It will not sell or otherwise dispose of, part with possession of, or create an interest in all or a substantial part of its assets or agree or attempt to do so (whether in one or more related or unrelated transactions) except: (i) disposals of assets in exchange for other assets comparable in value; and (ii) disposals in the ordinary course of day-to-day trading at arm’s length. (d) (Negative pledge) It will not create or allow to exist a Security Interest over the Assets of the Trust its assets other than: (i) under the Trust Documents; or (ii) than a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation Finance Debt where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (ce) (COMPLY WITH OBLIGATIONSCorporate existence) It will duly and punctually comply with do everything necessary to maintain its obligations under the Trust Documentscorporate existence in good standing. It will not transfer its jurisdiction of incorporation or enter any merger or consolidation. (df) (NOTICE TO APPROVED SELLERCompliance with law) It will notify the Approved Seller as soon as it becomes actually aware of any proposal by a Government Agency to acquire compulsorily any Assets of the Trustcomply fully with all laws binding on it.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and Redraw Facility Agreement [Allens Xxxxxx Xxxxxxxx LOGO] -------------------------------------------------------------------------------- (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Trust Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONSAuthorisations) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGENegative pledge) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONSComply with obligations) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERNotice to Redraw Facility Provider) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.

GENERAL UNDERTAKINGS. Each of the Trustee and the Manager severally undertake to the Approved Seller Redraw Facility Provider as follows in relation to the Trust, except to the extent that the Approved Seller Redraw Facility Provider consents. (a) (AUTHORISATIONS) It will ensure that each Authorisation (which, in the case of the Trustee, is limited to any Authorisation relating to the Trustee in its capacity as trustee of the Trust and not to the Trust generally) required for: (i) the execution, delivery and performance by it of the Trust Documents to which it is expressed to be a party and the transactions contemplated by those documents; (ii) the validity and enforceability of those documents; and (iii) the carrying on by it of its business as now conducted or contemplated, is obtained and promptly renewed and maintained in full force and effect. It will pay all applicable fees for them. It will provide copies promptly to the Approved Seller Redraw Facility Provider when they are obtained or renewed. (b) (NEGATIVE PLEDGE) It will not create or allow to exist a Security Interest over the Assets of the Trust other than: (i) under the Trust Documents; or (ii) a lien arising by operation of law in the ordinary course of day-to-day trading and not securing indebtedness in respect of financial accommodation where it duly pays the indebtedness secured by that lien other than indebtedness contested in good faith. (c) (COMPLY WITH OBLIGATIONS) It will duly and punctually comply with its obligations under the Trust Documents. (d) (NOTICE TO APPROVED SELLERREDRAW FACILITY PROVIDER) It will notify the Approved Seller Redraw Facility Provider as soon as it becomes actually aware of: (i) any Event of Default; and Redraw Facility Agreement Allens Xxxxxx Xxxxxxxx -------------------------------------------------------------------------------- (ii) any proposal by a Government Agency to acquire compulsorily any Assets of the Trust.