Item   Form   Required for Clause Samples

Item   Form   Required for. 1 Extract of minutes of a meeting of the Borrowersboard of directors which evidences the resolutions: Certified copy Each Borrower
Item   Form   Required for. 1 Constitution Certified copy Each Seller and the Servicer 2 Certificate of registration/incorporation Certified copy Each Seller and the Servicer 3 Extract of minutes of a meeting of the entity’s board of directors which evidences the resolutions: (a) authorising the signing and delivery of the Transaction Documents to which the entity is a party and the observance of obligations under those documents; and (b) appointing Authorised Officers of the entity; and (c) which acknowledge that the Transaction Documents (to which the entity is a party) will benefit that entity. Certified copy Each Seller and the Servicer 4 Specimen signature of each Authorised Officer of the entity Original Each Seller and the Servicer 5 This document fully signed Original All parties 6 Each other Transaction Document: (a) fully signed; (b) evidence of stamping (if applicable); (c) evidence of registration (if applicable); and (c) any related documents. Original All parties
Item   Form   Required for. 8 Legal opinion from P▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & A▇▇▇▇▇▇ LLP acting as Puerto Rico counsel to each Borrower. Original Borrower ã Mallesons S▇▇▇▇▇▇ ▇▇▇▇▇▇ Bridge Facility Agreement 29 9116365_5 NAB Santander — 3 October 2007 2007 Renewal Facility Agreement Schedule 2Drawdown Notice (clause 3) To: National Australia Bank Offshore Banking Unit Level 31, 5▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Attention: Associate [Date] Drawdown Notice — Bridge Facility Agreement between Santander BanCorp, Santander Financial Services, Inc. and National Australia Bank Limited, acting through its offshore banking unit, dated [ ] 2007 (“Bridge Facility Agreement”) Under clause 3.2 (“Requesting a drawdown”) of the Bridge Facility Agreement, the Borrower gives notice as follows.1 The Borrower wants to borrow under the Facility. • The requested Drawdown Date is [ ]2. • The amount of the proposed drawdown is US$[ ]. • The proposed drawdown is to be paid to: Account number: [ ] Account name: [ ] Correspondent Bank: [ ] Swift: [ ] Beneficiary Bank: [ ] Swift: [ ] Beneficiary: [ ] The Borrower represents and warrants that the representations and warranties in the Bridge Facility Agreement are correct and not misleading on the date of this notice and that each will be correct and not misleading on the Drawdown Date. Clause 1 of the Bridge Facility Agreement applies to this notice as if it was fully set out in this notice. [Name of person] being an Authorised Officer of [Name of Borrower]
Item   Form   Required for. 1 Certificate signed by an Authorised Officer confirming that its Constitution/memorandum and articles have not been changed since the date they were given to the Bank in connection with the 2006 Bridge Facility Agreement Certified copy Each Borrower