Exhibit 4.10
1
------------------------------------------------------------------------------
National RMBS Trust 200[ ]-[ ]
Offer to Sell
Date: [ ]
By: NATIONAL AUSTRALIA BANK LIMITED
(ABN 12 004 044 937) having its registered office at
Xxxxx 00, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx Xxx 0000 ("Seller")
In favour of: [NAME AND ABN OF ISSUER TRUSTEE]
of [address of the Issuer Trustee] in its
capacity as trustee of the National RMBS
Trust 200[ ]-[ ] ("Issuer Trustee")
1 Definitions and interpretation
------------------------------------------------------------------------------
Definitions
1.1 The following words have these meanings in this offer
unless the contrary intention appears:
Acceptance Date means the Closing Date.
Agreement means the agreement created if and when this
offer is accepted.
Definitions Schedule means the deed called "National
RMBS Trusts Definitions Schedule" dated [ ]
and made between the companies described in Schedule 1
to that deed (as amended from time to time).
Maturity Date means, in respect of a Mortgage Loan,
the date specified against that Mortgage Loan in the
Annexure to this offer.
Purchase Price means an amount equal to the aggregate
Outstanding Principal Balance of the Housing Loans
comprising part of the Mortgage Loans being sold.
Sale Agreement means the Sale Agreement between the
Seller and the Issuer Trustee dated on or about the
date of this offer.
Supplemental Deed means the deed called "National RMBS
Trust 200[ ]-[ ] Supplemental Deed" dated on or about
the date of this offer and made between (among others)
the Seller and the Issuer Trustee.
Interpretation
1.2 Except to the extent to which words and phrases are
otherwise defined in this offer, words and phrases
defined in the Supplemental Deed or, if not defined
in that deed the Definitions Schedule shall bear the
same meaning in this offer. For the avoidance of
doubt, in the event of any inconsistency between a
definition in this offer and a definition in the
2
------------------------------------------------------------------------------
Supplemental Deed or the Definitions Schedule, the
definitions in this offer will prevail. Any amendment
to the Definitions Schedule will only apply to this
offer if made in accordance with the Master Trust Deed.
1.3 Clauses 1.2 to 1.5 (inclusive) of the Definitions
Schedule are incorporated into this offer as if those
clauses were set out in full with references to "deed"
being construed as references to "offer".
2 Offer to sell and acceptance of offer
------------------------------------------------------------------------------
Offer
2.1 The Seller offers to sell to the Issuer Trustee the
Seller's rights, title and interest in, to and under
the Mortgage Loans identified in the Annexure and
the related items referred to in clause 2.4 of the
Sale Agreement.
Acceptance
2.2 The Issuer Trustee can accept this offer by paying
the Purchase Price to the account nominated by the
Seller in immediately available funds by not later
than [ ] on the Acceptance Date and in no
other way.
Transfer of title
2.3 Upon acceptance made in accordance with clause 2.2,
and without any further act or instrument by the
parties, the Seller's entire right, title and interest
in, to and under those items described in clause 2.1
above will be transferred and assigned in equity to
the Issuer Trustee.
Transfer in equity only
2.4 Any sale, transfer and assignment of the items
described in clause 2.1 above by the Seller to the
Issuer Trustee under this offer is in equity only,
unless and until the Issuer Trustee takes the actions
in respect of the items described in clause 2.1 above
in accordance with clause 6.2 of the Sale Agreement.
Agreement
2.5 Any acceptance by the Issuer Trustee of the offer by
the Seller in accordance with this clause 2 will
immediately create a legal, valid and binding
agreement between the Seller and the Issuer Trustee
on the terms and conditions set out in this offer and
in the Sale Agreement.
Sale not to amount to assumption of obligations
2.6 The sale of the items described in clause 2.1 above
to the Issuer Trustee as contemplated by this offer
and the Sale Agreement does not constitute an
assumption by the Issuer Trustee of any obligation or
liability of the Seller or of any other person in
relation to any Mortgage Loan.
3 Miscellaneous
------------------------------------------------------------------------------
Waiver and variation
3.1 A provision of or a right created under this offer
may not be waived or varied except in writing signed
by the party or parties to be bound.
3
------------------------------------------------------------------------------
Supervening legislation
3.2 Any present or future legislation which operates to
vary the obligations of the Seller in connection with
this offer under or pursuant to this offer with the
result that the Issuer Trustee's rights, powers or
remedies are adversely affected (including, without
limitation, by way of delay or postponement) is
excluded except to the extent that its exclusion is
prohibited or rendered ineffective by law.
Remedies cumulative
3.3 The rights, powers and remedies provided in this offer
are cumulative with and not exclusive of the rights,
powers or remedies provided by law independently of
this offer.
4 Governing law, jurisdiction and service of process
------------------------------------------------------------------------------
Governing law
4.1 This offer is governed by the law in force in the
Australian Capital Territory and the rights,
liabilities and obligations of the Seller and the
Issuer Trustee are governed by the laws in force in
the Australian Capital Territory.
Jurisdiction
4.2 Each party irrevocably and unconditionally submits to
the non-exclusive jurisdiction of the courts of the
Australian Capital Territory and courts of appeal from
them. Each party waives any right it has to object
to an action being brought in those courts including,
without limitation, by claiming that the action has
been brought in an inconvenient forum or that those
courts do not have jurisdiction.
Service of process
4.3 Without preventing any other mode of service, any
document in an action (including, without limitation,
any writ of summons or other originating process or
any third or other party notice) may be served
on any party by being delivered to or left for that
party at its address for service of notices under
clause 9 of the Sale Agreement.
SIGNED as an offer by the Seller.
4
------------------------------------------------------------------------------
Execution page
------------------------------------------------------------------------------
SIGNED by [ ] )
as attorney for NATIONAL )
AUSTRALIA BANK LIMITED under )
power of attorney dated )
)
in the presence of: )
)
............................ )
Signature of witness )
)
............................ )
Name of witness (block letters) )
)
............................ )
Address of witness ) ....................................
) By executing this offer the attorney
............................ ) states that the attorney has received
Occupation of witness ) no notice of revocation of the power
) of attorney
5
------------------------------------------------------------------------------
Annexure Mortgage Loans (see clause 2.1)
------------------------------------------------------------------------------
------------------------------------------------
Dated
National RMBS Trust
200[ ]-[ ]
Offer to Sell
National Australia Bank Limited
("Seller")
Mallesons Xxxxxxx Xxxxxx
Solicitors
Governor Xxxxxxx Xxxxx
0 Xxxxxx Xxxxx
Xxxxxx XXX 0000
Telephone (00 0) 0000 0000
Fax (00 0) 0000 0000
DX 000 Xxxxxx
Ref: AAV/SRF
1
------------------------------------------------------------------------------
Contents Offer to Sell
------------------------------------------------------------------------------
1 Definitions and interpretation 1
Definitions 1
Interpretation 1
2 Offer to sell and acceptance of offer 2
Offer 2
Acceptance 2
Transfer of title 2
Transfer in equity only 2
Agreement 2
Sale not to amount to assumption of
obligations 2
3 Miscellaneous 2
Waiver and variation 2
Supervening legislation 3
Remedies cumulative 3
4 Governing law, jurisdiction and
service of process 3
Governing law 3
Jurisdiction 3
Service of process 3
Annexure Mortgage Loans (see clause 2.1) 5
