XXXXXXX XXX
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MACQUARIE BANK LIMITED
ABN 46 000 000 000
Redraw Facility Provider
PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 000 000
Borrower
MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager
REDRAW FACILITY AGREEMENT
PUMA GLOBAL TRUST NO. 3
XXXXXXX XXX
Levels 23-35 Xx.0 X'Xxxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
Tel + 00 0 0000 0000 Fax + 00 0 0000 0000
OUR REF - 801/706/21723315 CONTACT - XXXXXX XXXXX
XXXXXX O MELBOURNE O BRISBANE O PERTH O CANBERRA O DARWIN
Liability limited by the Solicitors' Limitation of Liability Scheme
approved under the Professional Standards Act 1994 (NSW)
TABLE OF CONTENTS
1...........INTERPRETATION........................................................................................1
1.1 Definitions...............................................................................1
1.2 Sub-Fund Notice and Trust Deed definitions................................................4
1.3 Interpretation............................................................................4
1.4 Borrower capacity.........................................................................4
1.5 Trust Deed and Sub-Fund Notice............................................................5
1.6 Incorporated definitions and other Transaction Documents and provisions...................5
2...........THE FACILITY..........................................................................................5
2.1 Redraw Facility...........................................................................5
2.2 Method of making Advances.................................................................5
2.3 Purpose...................................................................................5
2.4 Extension of Scheduled Redraw Termination Date............................................5
2.5 Termination of the facility...............................................................6
3...........CONDITIONS PRECEDENT..................................................................................6
3.1 Conditions precedent to First Advance.....................................................6
3.2 Conditions Precedent to all Advances......................................................6
4...........DRAWDOWN..............................................................................................7
4.1 Preparation of Drawdown Notices...........................................................7
4.2 Requirements of Drawdown Notices..........................................................7
4.3 Availability of facility..................................................................7
4.4 Making of Advances........................................................................8
4.5 Maximum Advances..........................................................................8
5...........INTEREST..............................................................................................8
5.1 Interest Period...........................................................................8
5.2 Rate of interest..........................................................................8
5.3 Calculation of interest...................................................................8
5.4 Payment of interest.......................................................................8
5.5 Carry forward of unpaid interest..........................................................8
6...........REPAYMENT OF REDRAW PRINCIPAL.........................................................................9
6.1 Repayment of the Redraw Principal during the Availability Period..........................9
6.2 Redrawing.................................................................................9
6.3 Repayment on termination..................................................................9
7...........PAYMENTS..............................................................................................9
8...........ILLEGALITY AND INCREASED COST.........................................................................9
8.1 Illegality................................................................................9
8.2 Increased cost...........................................................................10
9...........FEES.................................................................................................10
9.1 Payment of fees..........................................................................10
10..........REDUCTION OF THE REDRAW FACILITY.....................................................................11
10.1 Reduction of Facility Limit by Manager or Borrower.......................................11
10.2 No reduction in Facility Limit below Advances outstanding................................11
i.
11..........REPRESENTATIONS AND WARRANTIES.......................................................................11
11.1 General representations and warranties...................................................11
11.2 PUMA Trust representations and warranties................................................12
11.3 Representations and warranties repeated..................................................12
12..........UNDERTAKINGS.........................................................................................12
12.1 General..................................................................................12
12.2 Manager's undertakings after Manager Event...............................................13
13..........EVENTS OF DEFAULT....................................................................................13
13.1 Events of Default........................................................................13
13.2 Consequences of Event of Default.........................................................14
14..........TRUSTEE PROVISIONS...................................................................................14
14.1 Limitation on Borrower's liability.......................................................14
14.2 Claims against Borrower..................................................................14
14.3 Breach of Trust..........................................................................14
14.4 Acts or omissions........................................................................14
14.5 No obligation............................................................................15
15..........ASSIGNMENT...........................................................................................15
15.1 Assignment by Borrower...................................................................15
15.2 Assignment by Manager....................................................................15
15.3 Assignment by Redraw Facility Provider...................................................15
16..........NOTICES..............................................................................................15
16.1 Method of Delivery.......................................................................15
16.2 Address for notices......................................................................16
16.3 Deemed receipt...........................................................................16
16.4 Email....................................................................................16
17..........INDEMNITY............................................................................................16
17.1 Indemnity on demand......................................................................16
17.2 Redraw Facility Provider obligations.....................................................16
17.3 Losses on liquidation or re-employment of deposits.......................................17
17.4 Payment on Payment Date..................................................................17
18..........MISCELLANEOUS........................................................................................17
18.1 Stamp Duties.............................................................................17
18.2 Waiver...................................................................................17
18.3 Written waiver, consent and approval.....................................................17
18.4 Severability.............................................................................18
18.5 Survival of indemnities..................................................................18
18.6 Successors and assigns...................................................................18
18.7 Moratorium legislation...................................................................18
18.8 Amendments...............................................................................18
18.9 Governing law............................................................................18
18.10 Jurisdiction.............................................................................18
18.11 Counterparts.............................................................................19
SCHEDULE 1..20
FORM OF DRAWDOWN NOTICE..........................................................................................20
ii.
REDRAW FACILITY AGREEMENT MADE AT SYDNEY ON [ ] 2003
PARTIES MACQUARIE BANK LIMITED ABN 46 000 000 000 a company
incorporated in Australia and registered in the
Australian Capital Territory and having an office at
Level 00, 0 Xxxxxx Xxxxx, Xxxxxx, Xxx Xxxxx Xxxxx
("REDRAW FACILITY PROVIDER")
PERPETUAL TRUSTEES AUSTRALIA LIMITED ABN 86 000 000 000
a company incorporated in Australia and registered in
New South Wales and having an office at Level 0, 0
Xxxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx ("BORROWER")
MACQUARIE SECURITISATION LIMITED ABN 16 003 297 336 a
company incorporated in Australia and registered in New
South Wales and having an office at Level 00, 00 Xxxx
Xxxxxx, Xxxxxx, Xxx Xxxxx Xxxxx ("MANAGER")
RECITALS
A. The Borrower and the Manager are respectively the trustee and the
manager of the PUMA Trust.
B. It is proposed that Notes will be issued by the Borrower as trustee
of the PUMA Trust pursuant to the Trust Deed, the Note Trust Deed
and the Sub-Fund Notice.
C. The Manager has requested the Redraw Facility Provider to provide
the Borrower with the Redraw Facility to assist the Borrower to fund
Redraws or Subordinate Funded Further Advances to be made or which
have been made by the Borrower to Mortgagors under Approved
Mortgages which are included in the PUMA Trust in accordance with
the Sub-Fund Notice.
D. The Redraw Facility Provider has agreed to provide the Redraw
Facility to the Borrower on the terms and conditions contained in
this Agreement.
THE PARTIES AGREE
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1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement, unless the contrary intention appears:
"ADVANCE" means the principal amount of each advance to the Borrower
by the Redraw Facility Provider in accordance with this Agreement.
"APPROVED PURPOSE" means the use of an Advance:
(a) to fund Redraws in accordance with the Sub-Fund Notice
where there are insufficient Collections that may be
applied for this purpose in accordance with the Sub-Fund
Notice;
(b) to fund Subordinate Funded Further Advances;
(c) to fund the acquisition of Approved Mortgages which have
Subordinate Funded Further Advance Amounts, to the
extent of that Subordinate Funded Further Advance
Amount; and
(d) to repay any outstanding Advances.
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"AUTHORISED SIGNATORY" in relation to the Redraw Facility Provider
means any person from time to time appointed by the Redraw Facility
Provider to act as its Authorised Signatory for the purposes of this
Agreement and notified to the Borrower.
"AVAILABILITY PERIOD" means the period commencing on the date of
this Agreement and ending on the Redraw Facility Termination Date.
"BBSW" in relation to an Interest Period means the rate expressed as
a percentage per annum appearing at approximately 10.10 am on the
first occurring Payment Date during that Interest Period on the
Reuters Screen page "BBSW" as being the average of the mean buying
and selling rates appearing on that page for a bill of exchange
having a tenor of one month and rounded to 4 decimal places. If on
that Payment Date fewer than 4 banks are quoted on the Reuters
Screen page "BBSW" the rate for that Payment Date will be calculated
as above by taking the rates otherwise quoted by 4 Banks on
application by the Redraw Facility Provider for such a bill of the
same tenor eliminating the highest and lowest mean rates and taking
the average of the remaining rates rounded to 4 decimal places. If a
rate cannot be determined in accordance with the foregoing
procedures, then "BBSW" for that Interest Period means such rate as
is specified in good faith by the Redraw Facility Provider having
regard to comparable indices then available as to the rates
otherwise bid and offered for such bills of one month tenor around
that time.
"BORROWER" means Perpetual Trustees Australia Limited or if
Perpetual Trustees Australia Limited retires or is removed as
trustee of the PUMA Trust under the Trust Deed, the then substitute
Trustee.
"DRAWDOWN DATE" means any date on which an Advance is, or is to be,
made.
"DRAWDOWN NOTICE" means a notice substantially in the form set out
in Schedule 1 (or in such other form as may be agreed between the
Redraw Facility Provider, the Manager and the Borrower).
"EFFECTIVE CONTROL" means:
(a) control of the composition of the board of directors of
the Manager;
(b) control of more than half of the voting power of the
Manager; or
(c) control of more than half of the issued share capital of
the Manager excluding any part of such issued share
capital which carries no right to participate beyond a
specified amount in the distribution of either profit or
capital.
"EVENT OF DEFAULT" means any of the events set out or referred to in
clause 13.1 of this Agreement as an Event of Default.
"FACILITY LIMIT" at any time means the lesser of:
(a) A$10 million; and
(b) the amount, if any, to which the Facility Limit has been
reduced at that time by the Manager or the Borrower in
accordance with clause 10,
or such greater or lesser amount from time to time agreed in writing
between the Manager and the Redraw Facility Provider (and notified
in writing to the Borrower), provided that in the case of an
increase in the Facility Limit, each Current Rating Authority is
notified and confirms that such an increase in the Facility Limit
will not result in a downgrade, withdrawal or qualification of any
ratings then assigned by it to the Notes.
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"INTEREST PERIOD" means each period determined in accordance with
clause 5.1.
"MANAGER" means Macquarie Securitisation Limited or if Macquarie
Securitisation Limited retires or is removed as manager of the PUMA
Trust, any substitute manager appointed in its place by the Borrower
pursuant to the Management Deed.
"MANAGER DEFAULT" has the same meaning as in the Note Trust Deed.
"MANAGER EVENT" means the Manager is not or ceases to be a body over
which the Redraw Facility Provider has Effective Control.
"NOTE CONDITIONS" has the same meaning as in the Note Trust Deed.
"OBLIGATIONS" means all of the liabilities of the Borrower to the
Redraw Facility Provider under this Agreement and, without limiting
the generality of the foregoing, includes any liabilities which:
(a) are liquidated;
(b) are present, prospective or contingent;
(c) relate to the payment of money or the performance or
omission of any act;
(d) sound in damages only; or
(e) accrue as a result of any Event of Default.
"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving
of notice or the lapse of time or both, would constitute an Event of
Default under the Security Trust Deed.
"PRESCRIBED RATE" in relation to an Interest Period means:
(a) the sum of BBSW for that Interest Period and 0.35% per
annum; or
(b) such greater or lesser amount from time to time agreed
in writing between the Redraw Facility Provider and the
Manager, and notified to the Borrower, provided that, in
the case of an increase in the Prescribed Rate, each
Current Rating Authority is notified and confirms that
such an increase in the Prescribed Rate will not result
in a reduction, withdrawal or qualification of any
ratings then assigned by it to the Notes.
"RECEIVER" means a person appointed under or by virtue of the
Security Trust Deed as a receiver or receiver and manager.
"REDRAW FACILITY" means the facility provided by the Redraw Facility
Provider to the Borrower pursuant to the terms of this Agreement.
"REDRAW FACILITY PRINCIPAL" means the aggregate of the Advances
which have not been repaid to the Redraw Facility Provider in
accordance with this Agreement.
"REDRAW FACILITY TERMINATION DATE" means the earliest of:
(a) the Scheduled Redraw Termination Date;
(b) the date which the Redraw Facility Provider appoints as
the Redraw Facility Termination Date in accordance with
clause 8.1;
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(c) the date upon which the Facility Limit is reduced to
zero in accordance with clause 10; and
(d) the date on which the Redraw Facility Provider declares
the Redraw Facility terminated in accordance with
clause 13.2(b).
"RELEVANT PARTIES" has the same meaning as in the Note Conditions.
"SCHEDULED REDRAW TERMINATION DATE" means the date which is 364 days
after the date of this Agreement or such later date specified by the
Redraw Facility Provider pursuant to clause 2.4.
"SUB-FUND NOTICE" means the Sub-Fund Notice dated [ ] 2003 issued
by the Manager to the Borrower which provides for the establishment
of PUMA Global Trust No. 3.
"TAX" has the same meaning as in the Security Trust Deed.
"TRUST DEED" means the Consolidated PUMA Trust Deed dated 13 July
1990 (as amended and supplemented from time to time) between the
person referred to therein as the Founder and the Borrower.
"TRUSTEE DEFAULT" has the same meaning as in the Note Trust Deed.
"UNUTILISED FACILITY AMOUNT" means on any day the amount calculated
as follows:
UFA = FL - A
where:
UFA = the Unutilised Facility Amount on that day;
FL = the Facility Limit on that day; and
A = the aggregate of the Advances outstanding on that day.
1.2 SUB-FUND NOTICE AND TRUST DEED DEFINITIONS
Subject to clause 1.6, unless defined in this Agreement, words and
phrases defined in either or both of the Trust Deed and the Sub-Fund
Notice have the same meaning in this Agreement. Where there is any
inconsistency in a definition between this Agreement (on the one
hand) and the Trust Deed or the Sub-Fund Notice (on the other hand),
this Agreement prevails. Where there is any inconsistency in a
definition between the Trust Deed and the Sub-Fund Notice, the
Sub-Fund Notice prevails over the Trust Deed in respect of this
Agreement. Subject to clause 1.6, where words or phrases used but
not defined in this Agreement are defined in the Trust Deed in
relation to a Fund such words or phrases are to be construed in this
Agreement, where necessary, as being used only in relation to the
PUMA Trust.
1.3 INTERPRETATION
The provisions of clause 1.2 of the Trust Deed are incorporated into
this Agreement as if set out in full in this Agreement and as if
references to "this Deed" were to "this Agreement" and references to
a "Banking Day" were to a "Business Day".
1.4 BORROWER CAPACITY
In this Agreement, except where provided to the contrary:
(a) (REFERENCES TO BORROWER): a reference to the Borrower is
a reference to the
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Borrower in its capacity as trustee of the PUMA Trust
only, and in no other capacity; and
(b) (REFERENCES TO ASSETS OF THE BORROWER): a reference to
the undertaking, assets, business or money of the
Borrower is a reference to the undertaking, assets,
business or money of the Borrower in the capacity
referred to in paragraph (a).
1.5 TRUST DEED AND SUB-FUND NOTICE
For the purposes of the Trust Deed and the Sub-Fund Notice this
Agreement is a Transaction Document and a Stand-by Arrangement.
1.6 INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
PROVISIONS
Where in this Agreement a word or expression is defined by reference
to its meaning in another Transaction Document or there is a
reference to another Transaction Document or to a provision of
another Transaction Document, any amendment to the meaning of that
word or expression or to that other Transaction Document or
provision (as the case may be) will be of no effect for the purposes
of this Agreement unless and until the amendment is consented to by
the parties to this Agreement.
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2. THE FACILITY
2.1 REDRAW FACILITY
Subject to this Agreement, the Redraw Facility Provider agrees to
make Advances to the Borrower during the Availability Period up to
an aggregate principal amount equal to the Facility Limit.
2.2 METHOD OF MAKING ADVANCES
Advances under the Redraw Facility will be made in accordance with
clause 4.4.
2.3 PURPOSE
The Manager will direct the Borrower to use, and the Borrower will
use, the proceeds of each Advance (if any) under the Redraw Facility
exclusively for the Approved Purpose.
2.4 EXTENSION OF SCHEDULED REDRAW TERMINATION DATE
(a) (MANAGER TO REQUEST EXTENSION): Not less than 120 days
before the then Scheduled Redraw Termination Date (or
such other period as agreed between the Manager and the
Redraw Facility Provider), the Manager may deliver a
notice in writing to the Redraw Facility Provider (with
a copy to the Borrower) requesting the Redraw Facility
Provider to extend the Scheduled Redraw Termination
Date.
(b) (REDRAW FACILITY PROVIDER MAY EXTEND): Following receipt
by the Redraw Facility Provider of the notice referred
to in paragraph (a), by no later than 60 days prior to
the Scheduled Redraw Termination Date (or such other
period as agreed between the Redraw Facility Provider
and the Borrower) the Redraw Facility Provider may, in
its absolute discretion, send the Borrower a notice in
writing (copied to the Manager) extending the then
Scheduled Redraw Termination Date to the new Scheduled
Redraw Termination Date specified in the notice (which
must be a date no more than 364 days after the date of
the notice).
5
2.5 TERMINATION OF THE FACILITY
The Redraw Facility will terminate, and the Redraw Facility
Provider's obligation to make any Advances will cease, on the Redraw
Facility Termination Date.
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3. CONDITIONS PRECEDENT
3.1 CONDITIONS PRECEDENT TO FIRST ADVANCE
The Redraw Facility Provider is not obliged to make the first
Advance under this Agreement to the Borrower unless the Redraw
Facility Provider has received each of the following, in form and
substance acceptable to the Redraw Facility Provider:
(a) (THIS AGREEMENT): this Agreement duly executed and
delivered by the Borrower and the Manager;
(b) (POWER OF ATTORNEY): a copy of each power of attorney
under which this Agreement has been or will be executed
by the Borrower and the Manager certified as a true copy
by the Borrower and the Manager respectively;
(c) (AUTHORISED SIGNATORIES): a list of the Authorised
Signatories of the Manager;
(d) (SECURITY TRUST DEED): a copy of the Security Trust Deed
executed by each of the parties to the Security Trust
Deed and certified as a true copy by the Manager;
(e) (SUB-FUND NOTICE): a copy of the Sub-Fund Notice
executed by each of the parties to the Sub-Fund Notice
and certified as a true copy by the Manager;
(f) (SECURITY TRUST DEED REGISTERED): evidence of the due
registration or the lodgement for due registration of
the Security Trust Deed with the Australian Securities
and Investments Commission; and
(g) (LEGAL OPINION): a legal opinion addressed to the Redraw
Facility Provider from the Borrower's solicitors in form
and substance satisfactory to the Redraw Facility
Provider.
The Redraw Facility Provider must confirm in writing to the Manager
(copied to the Borrower) as soon as reasonably practicable upon
being satisfied all these conditions precedent have been met.
3.2 CONDITIONS PRECEDENT TO ALL ADVANCES
The obligation of the Redraw Facility Provider to make and continue
to make each Advance under this Agreement is subject to the further
conditions precedent that:
(a) (REPRESENTATIONS AND WARRANTIES BY BORROWER OR MANAGER
TRUE): the representations and warranties made or deemed
to be made by the Borrower or the Manager in all
Transaction Documents are true and correct as of the
date of the relevant Drawdown Notice and the relevant
Drawdown Date as though made on those dates;
(b) (MORTGAGE INSURANCE): each Approved Mortgage which is an
asset of the PUMA Trust has in relation to it as at the
Drawdown Date in relation to the Advance a Mortgage
Insurance Policy from a solvent insurer which provides
100% cover for principal and interest losses (other than
principal and interest in respect of Subordinate Funded
Further Advances);
6
(c) (NO EVENT OF DEFAULT): no Event of Default or Potential
Event of Default is subsisting at the date of the
corresponding Drawdown Notice and the Drawdown Date or
will result from the provision or continuation of the
Advance;
(d) (NO NOTICE OF SECURITY INTERESTS): other than in respect
of priorities granted by statute, the Redraw Facility
Provider has not received notice from any person that it
claims to have a Security Interest ranking in priority
to or equal with the Security Interest held by the
Redraw Facility Provider under the Security Trust Deed
(other than as provided in the Security Trust Deed); and
(e) (NOTES IN EXISTENCE): the Class A Notes and the A$ Class
B Notes to be issued on the Closing Date have been
issued and the A$ Class B Notes issued on the Closing
Date have not been redeemed or repaid in full.
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4. DRAWDOWN
4.1 PREPARATION OF DRAWDOWN NOTICES
If on any date the Manager determines that an Advance under this
Agreement is to be applied in accordance with the Sub-Fund Notice,
the Manager may:
(a) (PREPARE DRAWDOWN NOTICE): prepare a Drawdown Notice
(containing the details referred to in clause 4.2)
requesting an Advance on that date of an amount
determined by the Manager; and
(b) (DELIVER DRAWDOWN NOTICE): deliver the Drawdown Notice
to the Redraw Facility Provider, with a copy to the
Borrower, no later than the close of business on that
day (or such later time as the Redraw Facility Provider
and the Borrower may agree).
4.2 REQUIREMENTS OF DRAWDOWN NOTICES
A Drawdown Notice given under clause 4.1(b) must:
(a) (AUTHORISED SIGNATORY): be signed by an Authorised
Signatory of the Manager;
(b) (IRREVOCABLE): be expressed to be irrevocable; and
(c) (SPECIFY): specify:
(i) the Drawdown Date for the requested Advance;
and
(ii) the amount of the requested Advance.
4.3 AVAILABILITY OF FACILITY
Subject to clause 4.5, during the Availability Period the Redraw
Facility Provider must make an Advance on the Drawdown Date of the
requested Advance provided that:
(a) (RECEIPT OF DRAWDOWN NOTICE): the Redraw Facility
Provider has received a duly signed and completed
Drawdown Notice by the time specified in clause 4.1(b);
and
(b) (CONDITIONS PRECEDENT): the requirements of clause 3
have been satisfied or waived in writing by the Redraw
Facility Provider before the Drawdown Notice is given.
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4.4 MAKING OF ADVANCES
Subject to clause 4.3, after receipt of a Drawdown Notice the amount
of the Advance requested in a Drawdown Notice must, unless otherwise
directed by the Manager, be deposited by the Redraw Facility
Provider in an Account or a Combined Account in immediately
available funds no later than 11.00 am on the Drawdown Date.
4.5 MAXIMUM ADVANCES
The maximum aggregate amount of Advances that the Redraw Facility
Provider may be obliged to make under the Redraw Facility is, when
aggregated with all Advances then outstanding, an amount equal to
the Facility Limit.
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5. INTEREST
5.1 INTEREST PERIOD
(a) (DURATION): The duration of the Redraw Facility is
divided into successive Interest Periods.
(b) (FIRST INTEREST PERIOD): The first Interest Period
commences on (and includes) the Drawdown Date for the
first Advance and ends on (but excludes) the next
following Monthly Payment Date.
(c) (SUCCEEDING INTEREST PERIODS): Each succeeding Interest
Period commences on (and includes) a Monthly Payment
Date and ends on (but excludes) the next following
Monthly Payment Date.
(d) (LAST INTEREST PERIOD): The last Interest Period ends on
but excludes the Monthly Payment Date that all moneys
the payment or repayment of which form part of the
Obligations are paid or repaid in full to the Redraw
Facility Provider.
5.2 RATE OF INTEREST
The rate of interest applicable to the Redraw Facility Principal for
an Interest Period is the Prescribed Rate for that Interest Period.
5.3 CALCULATION OF INTEREST
Interest on the Redraw Facility Principal accrues from day to day in
respect of each Interest Period at the Prescribed Rate for that
Interest Period on the amount of the Redraw Facility Principal on
that day and will be calculated on the basis of the actual number of
days elapsed in a 365 day year.
5.4 PAYMENT OF INTEREST
The Borrower at the direction of the Manager will on the Monthly
Payment Date at the end of each Interest Period in respect of the
Redraw Facility Principal pay to the Redraw Facility Provider so
much of the then accrued interest on the Redraw Facility Principal
as there are funds available for this purpose in accordance with the
Sub-Fund Notice.
5.5 CARRY FORWARD OF UNPAID INTEREST
If any payment by the Borrower on a Monthly Payment Date pursuant to
clause 5.4 is insufficient to pay the full amount of accrued
interest on the Redraw Facility Principal up to the close of the
Interest Period then just ended, such unpaid accrued interest will
in turn accrue interest (as a separate and independent obligation)
until paid at the Prescribed Rate for each
8
succeeding Interest Period and, if not paid on the Monthly Payment
Date at the end of each such succeeding Interest Period, such
interest on unpaid interest will itself bear interest in accordance
with this clause 5.5.
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6. REPAYMENT OF REDRAW PRINCIPAL
6.1 REPAYMENT OF THE REDRAW PRINCIPAL DURING THE AVAILABILITY PERIOD
Subject to clause 6.3, the Borrower must on each Payment Date pay to
the Redraw Facility Provider the Redraw Facility Principal as at the
close of business on the Business Day immediately preceding that
Payment Date to the extent of the funds available for this purpose
in accordance with the Sub-Fund Notice.
6.2 REDRAWING
Amounts repaid pursuant to clause 6.1 may be redrawn by the Borrower
in accordance with the terms of this Agreement.
6.3 REPAYMENT ON TERMINATION
Notwithstanding clause 6.1 and subject to the terms of the Security
Trust Deed, on the Monthly Payment Date immediately following the
Redraw Facility Termination Date, the Borrower must pay or repay so
much of the Redraw Facility Principal together with interest accrued
on the Redraw Facility Principal and all other money, the payment or
repayment of which forms part of the Obligations, as is available
for this purpose in accordance with the Sub-Fund Notice. If all
amounts due in accordance with this clause 6.3 are not paid or
repaid in full on the Monthly Payment Date immediately following the
Redraw Facility Termination Date, on each succeeding Monthly Payment
Date the Borrower must pay or repay so much of such amounts as there
are funds available for this purpose in accordance with the Sub-Fund
Notice until such amounts are paid or repaid in full.
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7. PAYMENTS
All payments to be made by the Borrower under this Agreement must be
made:
(a) (DUE DATE): not later than close of business on the due
date for payment;
(b) (AS DIRECTED): in the manner and to such account as the
Redraw Facility Provider directs in writing; and
(c) (SET-OFF): without set-off or counterclaim and free and
clear of and without deduction for or on account of
present or future Taxes, levies, imposts, duties,
charges, fees, deductions, withholdings, restrictions or
conditions of any nature.
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8. ILLEGALITY AND INCREASED COST
8.1 ILLEGALITY
If any change in applicable law, regulation, treaty or official
directive or in the interpretation or administration thereof by any
Governmental Agency charged with the administration thereof makes it
unlawful or impossible for the Redraw Facility Provider to maintain
or give effect to its obligations under this Agreement, the Redraw
Facility Provider may by written notice to the Borrower (with a copy
to the Manager) appoint a date as the Redraw Facility Termination
Date which date must not be prior to 30 days (or such shorter period
required by law) after the date of receipt by the Borrower of
written notice from the Redraw Facility Provider appointing the
Redraw Facility Termination Date.
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8.2 INCREASED COST
(a) (CHANGE IN LAW): If by reason of any change in law or in
its interpretation or administration or of compliance
with any request from or requirement of any fiscal,
monetary or other authority:
(i) the Redraw Facility Provider incurs a cost
as a result of its having entered into or
performing its obligations under this
Agreement or as a result of any Advance
being outstanding hereunder;
(ii) there is any increase in the cost to the
Redraw Facility Provider of funding or
maintaining any Advance;
(iii) the amount of principal, interest or other
amount payable to the Redraw Facility
Provider or the effective return to the
Redraw Facility Provider under this
Agreement is reduced; or
(iv) the Redraw Facility Provider becomes liable
to make any payment (not being a payment of
Tax on its overall net income) on or
calculated by reference to the amount of
Advances made under this Agreement,
then from time to time on notification by the Redraw
Facility Provider (copied to the Manager) the Borrower
will on the Monthly Payment Date following such
notification, and on each succeeding Monthly Payment
Date until the Redraw Facility Provider is paid in full,
pay to the Redraw Facility Provider so much of the
amounts sufficient to indemnify the Redraw Facility
Provider against such cost, increased cost, reduction or
liability as there are funds available for this purpose
in accordance with the Sub-Fund Notice.
(b) (NO DEFENCE): If the Redraw Facility Provider has acted
in good faith it will not be a defence to the Borrower,
in the event of any failure by the Borrower to comply
with its payment obligations under clause 8.2(a), that
any such cost, increased cost, reduction or liability
could have been avoided. However, the Redraw Facility
Provider will negotiate in good faith with the Borrower
and the Manager with a view to finding a means by which
such cost, increased cost, reduction or liability may be
minimised.
(c) (CERTIFICATE CONCLUSIVE): The Redraw Facility Provider's
certificate as to the amount of, and basis for arriving
at, any such cost, increased cost, reduction or
liability is conclusive and binding on the Borrower in
the absence of manifest error on the face of the
certificate.
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9. FEES
9.1 PAYMENT OF FEES
The Borrower must pay to the Redraw Facility Provider a fee of 0.10%
per annum of the Unutilised Facility Amount. The fee will be
calculated and accrue daily from the Closing Date on the basis of a
365 day year and must be paid quarterly in arrears on each Quarterly
Payment Date from the funds available for this purpose in accordance
with the Sub-Fund Notice and to the extent that such funds are not
sufficient to pay the fee in full, the fee must be paid from the
funds available on each succeeding Payment Date until paid in full.
The fee may be varied from time to time as agreed in writing between
the Redraw Facility Provider and the Manager and notified to the
Borrower, provided that in the case of an increase in the fee, each
Current Rating Authority is notified and confirms that such increase
in the fee will not result in a downgrade, withdrawal or
qualification of any ratings then assigned by it to the Notes.
10
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10. REDUCTION OF THE REDRAW FACILITY
10.1 REDUCTION OF FACILITY LIMIT BY MANAGER OR BORROWER
Subject to clause 10.2, the Manager or the Borrower may on any
Business Day reduce the Facility Limit in whole or in part if on
that Business Day:
(a) (NO CREDIT RATING DOWNGRADE): if any Notes are
outstanding, each Current Rating Authority has
previously confirmed in writing that the reduction in
the Facility Limit on that Business Day will not result
in a downgrade, qualification or withdrawal of the
credit ratings then assigned by it to the Notes; and
(b) (NOTICE): the Redraw Facility Provider has received not
less than 5 Business Days prior to the reduction (or
such other period as agreed between the Manager and the
Redraw Facility Provider), written notice from the
Manager (with a copy to the Borrower) or the Borrower
(with a copy to the Manager) specifying that Business
Day as the date the reduction is to take effect and the
amount to which the Facility Limit is to be reduced.
10.2 NO REDUCTION IN FACILITY LIMIT BELOW ADVANCES OUTSTANDING
Neither the Borrower nor the Manager may reduce the Facility Limit
on any Business Day below the aggregate of the Advances then
outstanding on that Business Day.
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11. REPRESENTATIONS AND WARRANTIES
11.1 GENERAL REPRESENTATIONS AND WARRANTIES
The Borrower in its capacity as trustee of the PUMA Trust represents
and warrants to the Redraw Facility Provider that:
(a) (EXECUTION, DELIVERY AND PERFORMANCE): the execution,
delivery and performance of this Agreement and each
other Transaction Document to which it is a party does
not violate any existing law or regulation or any
document or agreement to which it is a party or which is
binding upon it or any of its assets;
(b) (CORPORATE POWER AND AUTHORISATION): the Borrower has
the power to enter into, and to perform its obligations,
and has taken all corporate and other action necessary
to authorise the entry into of, and performance of its
obligations under, this Agreement and each other
Transaction Document to which it is a party;
(c) (LEGALLY BINDING OBLIGATION): this Agreement and each of
the other Transaction Documents to which it is a party
constitute its valid and legally binding obligations
subject to stamping and any necessary registration
except as such enforceability may be limited by any
applicable bankruptcy, insolvency, reorganisation,
moratorium, or trust or general principles of equity or
other similar laws affecting creditors' rights
generally;
(d) (NO EVENT OF DEFAULT): to the best of the Borrower's
knowledge, no Event of Default or event which with the
giving of notice, lapse of time or other applicable
condition would become an Event of Default has occurred
which has not been waived or remedied in accordance with
this Agreement;
(e) (DUE INCORPORATION): it is duly incorporated and has the
corporate power to own its own property and to carry on
its business as is now being conducted; and
11
(f) (EXECUTION, DELIVERY AND PERFORMANCE): the execution,
delivery and performance of this Agreement and each
other Transaction Document to which it is a party does
not violate its constitution.
11.2 PUMA TRUST REPRESENTATIONS AND WARRANTIES
The Borrower in its capacity as trustee of the PUMA Trust represents
and warrants to the Redraw Facility Provider in relation to the PUMA
Trust as follows:
(a) (PUMA TRUST VALIDLY CREATED): the PUMA Trust has been
validly created and is in existence at the date of this
Agreement;
(b) (SOLE TRUSTEE): the Borrower has been validly appointed
as trustee of the PUMA Trust and is presently the sole
trustee of the PUMA Trust;
(c) (NO PROCEEDINGS TO REMOVE): no notice has been given to
the Borrower and to the Borrower's knowledge no
resolution has been passed or direction or notice has
been given, removing the Borrower as trustee of the PUMA
Trust;
(d) (BORROWER'S POWER): the Borrower has power under the
Trust Deed to enter into the Transaction Documents to
which it is a party in its capacity as trustee of the
PUMA Trust; and
(e) (GOOD TITLE): the Borrower is the legal owner of the
assets of the PUMA Trust and has power under the Trust
Deed to mortgage or charge them in the manner provided
in the Security Trust Deed.
11.3 REPRESENTATIONS AND WARRANTIES REPEATED
Each representation and warranty contained in clauses 11.1 and 11.2
will be deemed to be repeated on each Drawdown Date with reference
to the facts and circumstances then subsisting, as if made on each
such day.
--------------------------------------------------------------------------------
12. UNDERTAKINGS
12.1 GENERAL
The Borrower undertakes to the Redraw Facility Provider that it
will:
(a) (ACT CONTINUOUSLY): act continuously as trustee of the
PUMA Trust in accordance with the Trust Deed and the
Sub-Fund Notice until the PUMA Trust is terminated or
until it has retired or been removed in accordance with
the Trust Deed;
(b) (DO ALL THINGS NECESSARY): do everything and take all
such actions which are necessary (including, without
limitation, obtaining all such authorisations and
approvals as are appropriate) to ensure that it is able
to exercise all its powers and remedies and perform all
its obligations under this Agreement, other arrangements
entered into by the Borrower pursuant to this Agreement
and each Transaction Document to which it is a party;
(c) (MAINTAIN AUTHORISATIONS): ensure that each
authorisation required for it to maintain its status as
trustee of the PUMA Trust is obtained and promptly
renewed and maintained in full force and effect; and
(d) (NOT AMEND OR REVOKE): not consent to amend or revoke
the provisions of any Transaction Document without the
prior written consent of the Redraw Facility Provider.
12
12.2 MANAGER'S UNDERTAKINGS AFTER MANAGER EVENT
At any time after a Manager Event occurs the Manager will:
(a) (NOTIFY REDRAW FACILITY PROVIDER): immediately notify
the Redraw Facility Provider as soon as it becomes
actually aware of the occurrence of:
(i) any Event of Default, Potential Event of
Default, Manager Default or Trustee Default
and the steps taken to remedy that event; or
(ii) any litigation, arbitration, criminal or
administrative proceedings relating to any
of the Borrower's property, assets or
revenues that involves a claim against it in
excess of A$1,000,000 or that, if decided
adversely to it, could have a material
adverse effect on its ability to perform the
Obligations,
and in each case advise the Redraw Facility Provider of
what steps it has taken and what steps it proposes to
take in relation to such occurrences; and
(b) (DELIVER ACCOUNTS): deliver to the Redraw Facility
Provider:
(i) as soon as practicable and in any event not
later than 120 days after the close of each
of the PUMA Trust's financial years, a copy
of the audited annual accounts of the PUMA
Trust;
(ii) as soon as practicable and in any event not
later than 90 days after each of the PUMA
Trust's financial years, a copy of the
report prepared by the Auditor in accordance
with clause 13.5 of the Trust Deed (if any);
(iii) as and when required by the Redraw Facility
Provider, a certificate executed by 2
Authorised Signatories on behalf of the
Manager stating to the best of the knowledge
of the Manager whether or not an Event of
Default, Potential Event of Default, Manager
Default or Trustee Default has occurred and
if the same has occurred, setting out the
details thereof and the steps (if any) taken
by the Manager to remedy or cure the same;
and
(iv) promptly, such further information regarding
the PUMA Trust's financial condition and
business operations within the knowledge of
the Manager as the Redraw Facility Provider
from time to time reasonably requires.
--------------------------------------------------------------------------------
13. EVENTS OF DEFAULT
13.1 EVENTS OF DEFAULT
Each of the following events is an Event of Default whether or not
caused by any reason whatsoever outside the control of the Borrower
or any other person:
(a) (FAILURE TO REPAY OR PAY): the Borrower fails to repay,
in accordance with this Agreement, any Advance or fails
to pay any interest, fees, costs, charges, expenses or
other moneys payable under this Agreement in each case
within 10 days of the due date for payment of such
amount;
(b) (BREACH OF UNDERTAKING): at any time after a Manager
Event occurs, the Borrower breaches its undertaking in
clause 12.1(d); and
(c) (EVENT OF DEFAULT UNDER SECURITY TRUST DEED): an Event
of Default (as defined in
13
the Security Trust Deed) occurs.
13.2 CONSEQUENCES OF EVENT OF DEFAULT
At any time after the occurrence of an Event of Default the Redraw
Facility Provider may, without being obliged to do so and
notwithstanding any waiver of any previous default, by written
notice to the Borrower:
(a) (DECLARE ADVANCES DUE): declare the Redraw Facility
Principal, accrued interest and all other sums which
have accrued due under this Agreement (whether or not
presently payable) to be due, whereupon they will
become, immediately due and payable; and/or
(b) (DECLARE REDRAW FACILITY TERMINATED): declare the Redraw
Facility terminated in which case the obligations of the
Redraw Facility Provider under this Agreement will
immediately terminate from the date of receipt by the
Borrower of such written notice.
--------------------------------------------------------------------------------
14. TRUSTEE PROVISIONS
14.1 LIMITATION ON BORROWER'S LIABILITY
The Borrower enters into this Agreement only in its capacity as
trustee of the PUMA Trust and in no other capacity. A liability
incurred by the Borrower acting in its capacity as trustee of the
PUMA Trust arising under or in connection with this Agreement is
limited to and can be enforced against the Borrower only to the
extent to which it can be satisfied out of the assets of the PUMA
Trust out of which the Borrower is actually indemnified for the
liability. This limitation of the Borrower's liability applies
despite any other provision of this Agreement (other than clause
14.3) and extends to all liabilities and obligations of the Borrower
in any way connected with any representation, warranty, conduct,
omission, agreement or transaction related to this Agreement.
14.2 CLAIMS AGAINST XXXXXXXX
The parties other than the Borrower may not sue the Borrower in
respect of liabilities incurred by the Borrower acting in its
capacity as trustee of the PUMA Trust in any capacity other than as
trustee of the PUMA Trust, including seeking the appointment of a
receiver (except in relation to the assets of the PUMA Trust), a
liquidator, an administrator or any similar person to the Borrower
or prove in any liquidation, administration or arrangements of or
affecting the Borrower (except in relation to the assets of the PUMA
Trust).
14.3 BREACH OF TRUST
The provisions of this clause 14 will not apply to any obligation or
liability of the Borrower to the extent that it is not satisfied
because under the Trust Deed, the Sub-Fund Notice, any other
Transaction Document or by operation of law there is a reduction in
the extent of the Borrower's indemnification out of the assets of
the PUMA Trust as a result of the Borrower's fraud, negligence or
wilful default.
14.4 ACTS OR OMISSIONS
It is acknowledged that the Relevant Parties are responsible under
the Transaction Documents for performing a variety of obligations
relating to the PUMA Trust. No act or omission of the Borrower
(including any related failure to satisfy its obligations or any
breach or representation or warranty under this Agreement) will be
considered fraudulent, negligent or a wilful default for the purpose
of clause 14.3 to the extent to which the act or omission was
14
caused or contributed to by any failure by any Relevant Party or any
other person appointed by the Borrower under any Transaction
Document (other than a person whose acts or omissions the Borrower
is liable for in accordance with any Transaction Document) to fulfil
its obligations in relation to the PUMA Trust or by any other act or
omission of a Relevant Party or any other such person.
14.5 NO OBLIGATION
The Borrower is not obliged to enter into any commitment or
obligation under this Agreement or any Transaction Document
(including incur any further liability) unless the Borrower's
liability is limited in a manner which is consistent with this
clause 14 or otherwise in a manner satisfactory to the Borrower in
its absolute discretion.
--------------------------------------------------------------------------------
15. ASSIGNMENT
15.1 ASSIGNMENT BY XXXXXXXX
The Borrower will not assign or otherwise transfer the benefit of
this Agreement or any of its rights, duties or obligations under
this Agreement except to a substitute Trustee which is appointed as
a successor trustee of the PUMA Trust under and in accordance with
the Trust Deed and which is acceptable to the Redraw Facility
Provider and the Manager (each of whose consent is not to be
unreasonably withheld).
15.2 ASSIGNMENT BY MANAGER
The Manager will not assign or otherwise transfer the benefit of
this Agreement or any of its rights, duties or obligations under
this Agreement except to a substitute Manager which is appointed as
a successor manager of the PUMA Trust under and in accordance with
the Management Deed and which is acceptable to the Redraw Facility
Provider (whose consent is not to be unreasonably withheld).
15.3 ASSIGNMENT BY REDRAW FACILITY PROVIDER
The Redraw Facility Provider, with the consent of the Manager, may
at any time assign or otherwise transfer all or any part of the
benefit of this Agreement or any of its rights, duties and
obligations under this Agreement to another Bank or financial
institution and may disclose to a proposed assignee or transferee
information in the possession of the Redraw Facility Provider
relating to the Borrower and the Manager.
--------------------------------------------------------------------------------
16. NOTICES
16.1 METHOD OF DELIVERY
Subject to clause 16.4, any notice, request, certificate, approval,
demand, consent or other communication to be given under this
Agreement must:
(a) (AUTHORISED SIGNATORY): except in the case of
communications by email, be in writing and signed by an
Authorised Signatory of the party giving the same; and
(b) (DELIVERY): be:
(i) left at the address of the addressee;
(ii) sent by prepaid ordinary post to the address
of the addressee;
(iii) sent by facsimile to the facsimile number of
the addressee; or
15
(iv) sent by email by an Authorised Signatory of
the party giving the same to the addressee's
specified email address.
16.2 ADDRESS FOR NOTICES
The address, facsimile number and specified email address of a party
shall be the address, facsimile number and specified email address
notified by that party to the other parties from time to time.
16.3 DEEMED RECEIPT
A notice, request, certificate, demand, consent or other
communication under this Agreement is deemed to have been received:
(a) (DELIVERY): where delivered in person, upon receipt;
(b) (POST): where sent by post, on the 3rd (7th if outside
Australia) day after posting;
(c) (FAX): where sent by facsimile, on production by the
dispatching facsimile machine of a transmission report
which indicates that the facsimile was sent in its
entirety to the facsimile number of the recipient; and
(d) (EMAIL): where sent by email, on the date that the email
is received.
However, if the time of deemed receipt of any notice is not before
5.00 pm (Sydney time) on a Business Day at the address of the
recipient it is deemed to have been received at the commencement of
business on the next Business Day.
16.4 EMAIL
A notice, request, certificate, approval, demand, consent or other
communication to be given under this Agreement may only be given by
email where the recipient has agreed that that communication, or
communications of that type, may be given by email and subject to
such conditions as may be required by the recipient.
--------------------------------------------------------------------------------
17. INDEMNITY
17.1 INDEMNITY ON DEMAND
Subject to clause 14, the Borrower will on demand indemnify the
Redraw Facility Provider against any loss, cost or expenses which
the Redraw Facility Provider may sustain or incur as a consequence
of any act or omission of the Borrower which gives rise to any of
the following:
(a) (OVERDUE SUMS): any sum payable by the Borrower under
this Agreement not being paid when due;
(b) (EVENT OF DEFAULT): the occurrence of any Event of
Default; or
(c) (PAYMENT OF PRINCIPAL): the Redraw Facility Provider
receiving payments of principal other than on the last
day of the relevant Interest Period for any reason.
17.2 REDRAW FACILITY PROVIDER OBLIGATIONS
(a) (REDRAW FACILITY PROVIDER OBLIGATIONS): If the Redraw
Facility Provider receives written notice of any act,
matter or thing which, in the Redraw Facility Provider's
reasonable opinion, may give rise to a loss, cost,
charge, liability or expense in relation to which the
Borrower would be required to indemnify or reimburse it
16
under clause 17.1, then the Redraw Facility Provider
must notify the Borrower of that act, matter or thing,
giving such details as it is practicable to give as soon
as reasonably practicable and in any event within 5
Business Days of it coming to its attention provided
that failure to do so will not result in any loss or
reduction in the indemnity contained in clause 17.1.
(b) (REDRAW FACILITY PROVIDER TO CONSULT): The Redraw
Facility Provider must consult with the Borrower in good
faith in relation to the conduct of any proceedings that
may give rise to a claim under the indemnity in clause
17.1.
17.3 LOSSES ON LIQUIDATION OR RE-EMPLOYMENT OF DEPOSITS
Any loss, cost or expense referred to in clause 17.1 will include
the amount determined in good faith by the Redraw Facility Provider
as being any loss (other than an amount for loss of profit other
than loss of margin) including loss of margin, cost or expense
incurred by reason of the liquidation or re-employment of deposits
or other funds acquired or contracted for the Redraw Facility
Provider to fund or maintain any overdue amounts referred to in
clause 17.1(a) or payments of principal referred to in clause
17.1(c).
17.4 PAYMENT ON PAYMENT DATE
Any payments to be made by the Borrower pursuant to this clause 17
will only be made on the Payment Date following demand by the Redraw
Facility Provider and on each succeeding Payment Date until the
Redraw Facility Provider is paid in full by payment of so much of
the amount sufficient to indemnify the Redraw Facility Provider as
is available for this purpose in accordance with the Sub-Fund
Notice.
--------------------------------------------------------------------------------
18. MISCELLANEOUS
18.1 STAMP DUTIES
(a) (BORROWER MUST PAY): The Borrower will pay all stamp,
loan transaction and similar Taxes and all registration
fees including fines and penalties (except such fines
and penalties incurred through the act, neglect or
omission of the Redraw Facility Provider after the
Redraw Facility Provider has requested and been put in
funds to pay such Taxes or fees), financial institutions
duty and debits tax which may be payable or required to
be paid by any appropriate authority or determined to be
payable in connection with the execution, delivery,
performance or enforcement of this Agreement.
(b) (BORROWER MUST INDEMNIFY): Subject to clause 14, the
Borrower will indemnify and keep indemnified the Redraw
Facility Provider against any loss or liability incurred
or suffered by it as a result of the delay or failure by
the Borrower to pay such Taxes or fees.
18.2 WAIVER
A failure to exercise or enforce or a delay in exercising or
enforcing or the partial exercise or enforcement of any right,
remedy, power or privilege under this Agreement by the Redraw
Facility Provider will not in any way preclude or operate as a
waiver of any further exercise or enforcement of such right, remedy,
power or privilege or the exercise or enforcement of any other
right, remedy, power or privilege under this Agreement or provided
by law.
18.3 WRITTEN WAIVER, CONSENT AND APPROVAL
Any waiver, consent or approval given by the Redraw Facility
Provider under this Agreement
17
will only be effective and will only bind the Redraw Facility
Provider if it is given in writing, or given verbally and
subsequently confirmed in writing, and executed by the Redraw
Facility Provider or on its behalf by 2 Authorised Signatories of
the Redraw Facility Provider.
18.4 SEVERABILITY
Any provision of this Agreement which is illegal, void or
unenforceable in any jurisdiction is ineffective in such
jurisdiction to the extent only of such illegality, voidness or
unenforceability without invalidating the remaining provisions of
this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
18.5 SURVIVAL OF INDEMNITIES
The indemnities contained in this Agreement are continuing
obligations of the Borrower, separate and independent from the other
obligations of the Borrower and will survive the termination of this
Agreement.
18.6 SUCCESSORS AND ASSIGNS
This Agreement is binding upon and enures to the benefit of the
parties to this Agreement and their respective successors and
permitted assigns.
18.7 MORATORIUM LEGISLATION
To the fullest extent permitted by law, the provisions of all
statutes whether existing now or in the future operating directly or
indirectly:
(a) (TO AFFECT OBLIGATIONS): to lessen or otherwise to vary
or affect in favour of the Borrower any obligation under
this Agreement; or
(b) (TO AFFECT RIGHTS): to delay or otherwise prevent or
prejudicially affect the exercise of any rights or
remedies conferred on the Redraw Facility Provider under
this Agreement,
are hereby expressly waived, negatived and excluded.
18.8 AMENDMENTS
No amendment to this Agreement will be effective unless in writing
and executed by each of the parties to this Agreement. The Manager
must provide a copy of each proposed amendment to each Current
Rating Authority before the amendment becomes effective.
18.9 GOVERNING LAW
This Agreement is governed by and construed in accordance with the
laws of New South Wales.
18.10 JURISDICTION
The Borrower irrevocably and unconditionally:
(a) (SUBMISSION TO JURISDICTION): submits to the
non-exclusive jurisdiction of the courts of New South
Wales;
(b) (WAIVER OF INCONVENIENT FORUM): waives any objection it
may now or in the future have to the bringing of
proceedings in those courts and any claim that any
proceedings have been brought in an inconvenient forum;
and
18
(c) (SERVICE OF NOTICE): agrees, without preventing any
other mode of service permitted by law, that any
document required to be served in any proceedings may be
served in the manner in which notices and other written
communications may be given under clause 16.
18.11 COUNTERPARTS
This Agreement may be executed in a number of counterparts and all
such counterparts taken together will constitute one and the same
instrument.
19
SCHEDULE 1
FORM OF DRAWDOWN NOTICE
TO: Macquarie Bank Limited, ABN 46 000 000 000
(the "REDRAW FACILITY PROVIDER")
ADDRESS: Level 00, 0 Xxxxxx Xxxxx
Xxxxxx XXX 0000
ATTENTION: [ ]
FROM: Macquarie Securitisation Limited,
ABN 16 003 297 336 (the "MANAGER")
DATE: [ ]
The Manager hereby irrevocably requests you to make an Advance on the Drawdown
Date specified below for an amount equal to the amount specified below in
accordance with clause 4 of the Redraw Facility Agreement dated [ ] 2003 between
Perpetual Trustees Australia Limited, ABN 86 000 000 000, the Redraw Facility
Provider and the Manager of PUMA Global Trust No. 3, as novated or supplemented
from time to time (the "REDRAW FACILITY AGREEMENT"):
(a) Drawdown Date: [ ]
(b) Amount of requested Advance: A$[ ]
Words used and not otherwise defined in this letter have the same meaning as in
the Redraw Facility Agreement.
SIGNED for and on behalf of MACQUARIE
SECURITISATION LIMITED, ABN 16 003 297 336,
--------------------------------------------
Authorised Signatory
--------------------------------------------
Name
--------------------------------------------
Title:
20
SIGNED as an agreement.
SIGNED for and on behalf of MACQUARIE BANK
LIMITED, ABN 46 000 000 000 by its Attorneys
and
under a Power of Attorney dated and
each Attorney declares that he or she has not
received any notice of the revocation of such
Power of Attorney, in the presence of:
-----------------------------------------------
Signature of Witness
-----------------------------------------------
Name of Witness in full
-----------------------------------------------
Signature of Attorney
-----------------------------------------------
Signature of Attorney
SIGNED for and on behalf of PERPETUAL TRUSTEES
AUSTRALIA LIMITED, ABN 86 000 000 000 by its
Attorney under a Power of Attorney dated and the
Attorney declares that he or she has not received
any notice of the revocation of such Power of
Attorney, in the presence of:
-----------------------------------------------
Signature of Witness
-----------------------------------------------
Name of Witness in full
-----------------------------------------------
Signature of Attorney
-----------------------------------------------
Name of Attorney in full
21
SIGNED for and on behalf of MACQUARIE
SECURITISATION LIMITED, ABN 16 003 297 336
by its Attorneys
and
under a Power of Attorney dated
and each Attorney declares that he or she
has not received any notice of the revocation
of such Power of Attorney, in the presence of:
-----------------------------------------------
Signature of Witness
-----------------------------------------------
Name of Witness in full
-----------------------------------------------
Signature of Attorney
-----------------------------------------------
Signature of Attorney
22
