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. 4
[XXXXXXX XXX LOGO] Levels
00-00 Xx.0 X'Xxxxxxx Xxxxxx Xxxxxx XXX 0000 Xxxxxxxxx
XX Xxx X0 Xxxxxxxxx Square Sydney NSW 1215 DX 370 Sydney
Tel + 00 0 0000 0000 Fax + 00 0 0000 0000
OUR REF - 801/11069/21726648 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...............................................................5
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........................................................................7
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............................................................................9
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
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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 12 AUGUST 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 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 Further Advances;
(c) to fund the acquisition of Approved Mortgages which have
Subordinate Further Advance Amounts, to the extent of that
Subordinate Further Advance Amount; and
(d) to repay any outstanding Advances.
"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
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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.
"INTEREST PERIOD" means each period determined in accordance with
clause 5.1.
"MANAGER" means Macquarie Securitisation Limited or if Macquarie
Securitisation Limited
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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;
(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
3
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 on or prior to the
date of this Agreement issued by the Manager to the Borrower which
provides for the establishment of PUMA Global Trust No. 4.
"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 Borrower in its capacity as trustee of the PUMA
Trust only, and in no other capacity; and
4
(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).
2.5 TERMINATION OF THE FACILITY
The Redraw Facility will terminate, and the Redraw Facility Provider's
obligation to make any
5
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 Further Advances);
(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;
6
(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.
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
7
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 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.
8
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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.
8.2 INCREASED COST
(a) (CHANGE IN LAW): If by reason of any change in law or in its
interpretation or
9
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 the State 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 the State 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.
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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 [ ] August 2003
between Perpetual Trustees Australia Limited, ABN 86 000 000 000, the Redraw
Facility Provider and the Manager of PUMA Global Trust No. 4, 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 Xxxxx Xxxxx and Xxxxx Xxxxxxxxxx
under a Power of Attorney dated 1/8/2003 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:
/s/ Xxxxx Xxxxx
------------------------------------------------
Signature of Attorney
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx
------------------------------------------------------------ ------------------------------------------------
Signature of Witness Signature of Attorney
Xxxxx Xxxxxxxx
------------------------------------------------------------
Name of Witness in full
SIGNED for and on behalf of PERPETUAL TRUSTEES AUSTRALIA
LIMITED, ABN 86 000 000 000 by its Attorney Xxxx Xxxxxxxxx
under a Power of Attorney dated 12/8/2003 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:
/s/ Xxxx Xxxxxxxxx
------------------------------------------------
Signature of Attorney
/s/ Xxxxx Xxxxxxxx
------------------------------------------------------------ ------------------------------------------------
Signature of Witness
Xxxxx Xxxxxxxx
------------------------------------------------------------
Name of Witness in full
21
SIGNED for and on behalf of MACQUARIE SECURITISATION
LIMITED, ABN 16 003 297 336 by its Attorneys Xxxxx Xxxxx and
Xxxxx Xxxxxxxxxx under a Power of Attorney dated 1/8/2003 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:
/s/ Xxxxx Xxxxx
------------------------------------------------
Signature of Attorney
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxxxx
------------------------------------------------------------ ------------------------------------------------
Signature of Witness Signature of Attorney
Xxxxx Xxxxxxxx
------------------------------------------------------------
Name of Witness in full
22
