Common use of Representations and warranties of the Lending Body Clause in Contracts

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (b) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and Council; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of Council’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i) above demonstrates that the Owner will be able to comply with its obligations under clause 11.1 and Annexure G; and (q) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In this section, these meanings apply unless the contrary intention appears: Scheme means [to be inserted].

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (bd) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and Council; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of Council’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i5.2(g)(i) above demonstrates that the Owner will be able to comply with its obligations under clause section 11.1 and Annexure G; and (qh) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In this section, these meanings apply unless the contrary intention appears: Scheme means Annexure F‌ CONSENTS AND AGREEMENTS OF EXISTING TENANTS‌ [to To be inserted]] Annexure G‌ TERMS FOR ADVANCING FUNDS‌ On or by the Cash Advance Date, the Lending Body will, subject to section 2 of this Annexure G, make the Cash Advance referable to that Cash Advance Date in Australian dollars into the Cash Advance Account.

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (bd) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and Council; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of Council’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i5.2(g)(i) above demonstrates that the Owner will be able to comply with its obligations under clause section 11.1 and Annexure G; and (qh) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In Annexure F‌ CONSENTS AND AGREEMENTS OF EXISTING TENANTS‌ Annexure G‌ TERMS FOR ADVANCING FUNDS‌ On or by the Cash Advance Date, the Lending Body will, subject to section 2 of this sectionAnnexure G, these meanings apply unless make the contrary intention appears: Scheme means [Cash Advance referable to be inserted]that Cash Advance Date in Australian dollars into the Cash Advance Account.

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (b) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council MCC and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and CouncilMCC; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of CouncilMCC’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i) above demonstrates that the Owner will be able to comply with its obligations under clause 11.1 and Annexure G; and (q) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In this section, these meanings apply unless the contrary intention appears: Scheme means [to be inserted].

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (b) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council WCC and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and CouncilWCC; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of CouncilWCC’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i) above demonstrates that the Owner will be able to comply with its obligations under clause 11.1 and Annexure G; and (q) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In this section, these meanings apply unless the contrary intention appears: Scheme means [to be inserted].

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (b) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council MCC and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and CouncilMCC; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of Council’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i) above demonstrates that the Owner will be able to comply with its obligations under clause 11.1 and Annexure G; and (q) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In this section, these meanings apply unless the contrary intention appears: Scheme means [to be inserted].

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (bd) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and Council; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of Council’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i5.2(g)(i) above demonstrates that the Owner will be able to comply with its obligations under clause section 11.1 and Annexure G; and (qh) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In this section, these meanings apply unless the contrary intention appears: Scheme means [to To be inserted].

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (bd) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and Council; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of Council’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i5.2(g)(i) above demonstrates that the Owner will be able to comply with its obligations under clause 11.1 and Annexure G; and (qh) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In Annexure F‌ CONSENTS AND AGREEMENTS OF EXISTING TENANTS‌ Annexure G‌ TERMS FOR ADVANCING FUNDS‌ On or by the Cash Advance Date, the Lending Body will, subject to section 2 of this sectionAnnexure G, these meanings apply unless make the contrary intention appears: Scheme means [Cash Advance referable to be inserted]that Cash Advance Date in Australian dollars into the Cash Advance Account.

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (power): it has power to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (b) (authorisations): it has in full force and effect the authorisations necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (c) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (bd) (no contravention): the Transaction Documents to which it is a party and the transactions under them which involve it do not contravene any law or obligation by which it is bound or to which any of its assets are subject; and (e) (litigation): there is no pending or threatened proceeding affecting it or its assets before a court, authority, commission or arbitrator; and (f) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and Council; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of Council’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i5.2(g)(i) above demonstrates that the Owner will be able to comply with its obligations under clause section 11.1 and Annexure G; and (qh) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In this section, these meanings apply unless the contrary intention appears: Scheme means [to be inserted].

Representations and warranties of the Lending Body. The Lending Body represents and warrants that: (a) (validity of obligations): its obligations under the Transaction Documents to which it is a party are valid and binding and are enforceable against it in accordance with their terms, subject to any equitable principles and laws generally affecting creditors’ rights (including laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria); and (b) (arm’s length terms): it enters into the Transaction Documents to which it is a party in good faith and on terms that are reasonable in the circumstances, reflect market costs for the financial accommodation to be provided by the Lending Body to the Owner and are at arm’s length to each other party to any Transaction Document; and (c) (existence): the Scheme has been validly constituted as a Managed Investment Scheme; and (d) (sole responsible entity): it is the only responsible entity of the Scheme; and (e) (appointment and no removal): it has been validly appointed as the responsible entity of the Scheme and no action has been taken or proposed to remove it as responsible entity of the Scheme; and (f) (disclosure of terms and compliance): (i) true copies of the Scheme Constitution (including any amending documents) have been provided to the Owner and Council INSERT COUNCIL ABBREVIATION and disclose all terms of the Scheme; and (ii) the Scheme Constitution complies with the Corporations Act; and (g) (power): it has power under the terms of the Scheme Constitution to enter into the Transaction Documents to which it is a party and comply with its obligations under them; and (h) (authorisations): it has in full force and effect the authorisations (including any authorisation required under the Scheme Constitution) necessary for it to enter into the Transaction Documents to which it is a party, perform obligations under them and allow them to be enforced; and (i) (Compliance Plan): (i) true copies of the Compliance Plan (including any amending documents) have been provided to the Owner and CouncilINSERT COUNCIL ABBREVIATION; and (ii) the Compliance Plan complies with the Corporations Act; and (j) (indemnity): it has a right to be fully indemnified out of the Scheme Property in respect of obligations incurred by it under the Transaction Documents to which it is a party; and (k) (adequacy of Scheme Property): the Scheme Property is sufficient to satisfy the right of indemnity referred to in section 3.2(j) above and all other obligations in respect of which the Lending Body has a right to be indemnified out of the Scheme Property; and (l) (no default): it is not, as at the date of this agreement, in default under the Scheme Constitution and no action has been taken or proposed to terminate the Scheme; and (m) (priority): each of CouncilINSERT COUNCIL ABBREVIATION’s and the Owner’s rights under the Transaction Documents they enter into with the Lending Body rank in priority to the interests of the members of the Scheme; and (n) (exercise of powers): it has not exercised its powers under the Scheme Constitution to release, abandon or restrict any power conferred on it by the Scheme Constitution; and (o) (benefit): entry into the Transaction Documents to which it is a party is a valid exercise of its powers under the Scheme Constitution for the benefit of the members of the Scheme; and (p) (credit assessment): (i) it has prepared, or procured the preparation of, a credit assessment of the Owner for the purposes of the credit approval processes of the Lending Body; and (ii) the credit assessment referred to in section 3.2(p)(i) above demonstrates that the Owner will be able to comply with its obligations under clause 11.1 and Annexure G; and (q) (Funding Limit): it has provided or will provide financial accommodation equal to the Funding Limit on the terms set out in Annexure G. In this section, these meanings apply unless the contrary intention appears: Scheme means [to be inserted].