Exhibit 4.9
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National RMBS Trust 200[ ]-[ ]
Sale Agreement
Date: [ ]
Parties: NATIONAL AUSTRALIA BANK LIMITED
(ABN 12 004 044 937) having its registered
office at Xxxxx 00, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx Xxx 0000 ("Seller")
[NAME AND ABN OF ISSUER TRUSTEE][address of
Issuer Trustee] in its capacity as trustee
of the National RMBS Trust 200[ ]-[ ]
("Issuer Trustee")
Recitals:
A. The Issuer Trustee may acquire Mortgage
Loans from the Seller.
B. The parties to this agreement have agreed
that the terms and conditions for the
potential sale of Mortgage Loans will be the
terms and conditions set out in this
agreement and in any Offer to Sell.
Operative provisions:
1 Definitions and interpretation
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Definitions
1.1 The following words have these meanings in
this agreement, unless the contrary intention
appears:
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).
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.
Trust means the National RMBS Trust 200[ ]-[ ].
Interpretation
1.2 Except to the extent to which words and
phrases are otherwise defined in this
agreement, 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 agreement. For the
avoidance of doubt, in the event of any
inconsistency between a definition in
this agreement and a definition in the
Supplemental Deed or the Definitions
Schedule, the definitions in this agreement
will prevail. Any amendment to the
Definitions Schedule will only apply to this
agreement if made in accordance with the
Master Trust Deed.
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1.3 Clauses 1.2 to 1.5 (inclusive) of the
Definitions Schedule are incorporated in
this agreement as though they were set out
in full, with references to "deed" being
construed as references to "agreement".
1.4 By executing this agreement, the Seller and
the Issuer Trustee agree that terms used in
any Transaction Document have the meaning
given to them in the Definitions Schedule.
2 Offer to sell Mortgage Loans
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Seller may make offer
2.1 The Seller may make an offer to sell Mortgage
Loans to the Issuer Trustee in accordance
with clause 2.2.
Requirements for an offer to sell Mortgage Loans
2.2 An offer to sell Mortgage Loans must:
(a) comply with, and be accompanied by the
materials required by, the terms of
this agreement;
(b) be made by way of an Offer to Sell, as
executed by the Seller and delivered to the
Issuer Trustee; and
(c) specify the Mortgage Loans the subject of
the Offer to Sell.
No obligation to offer or accept
2.3 Nothing in this agreement obliges:
(a) the Seller to sign and deliver any Offer to
Sell; or
(b) the Issuer Trustee to accept any Offer to Sell
issued pursuant to clause 2.2.
Offer
2.4 Once given, an Offer to Sell constitutes an offer by
the Seller to assign to the Issuer Trustee in equity
with effect from the relevant Acceptance Date the
Seller's right, title and interest in and to:
(a) each Housing Loan comprising part of each
Mortgage Loan identified in the Offer to Sell;
(b) each Mortgage and each Collateral Security in
relation to each such Housing Loan;
(c) any Property Insurance in relation to the Land
which is referable to each Housing Loan and
Mortgage;
(d) each Other Secured Liability which is in
existence from time to time in respect of each
Mortgage and each Collateral Security specified
in clause 2.4(b);
(e) the Monetary Rights from time to time in
relation to each such Housing Loan; and
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(f) any Mortgage Title Documents from time to time
in relation to each such Housing Loan.
Acknowledgment
2.5 The Seller acknowledges that, pursuant to section 166
of the Consumer Credit Code, it remains the credit
provider under the Mortgage Loans for the purposes of
the Consumer Credit Code despite any acceptance
by the Issuer Trustee of an Offer to Sell, unless and
until the Issuer Trustee perfects its legal title to
the Mortgage Loans under clause 6 in which case the
Issuer Trustee or its assignee (if applicable) will
become the credit provider.
3 Conditions precedent to issue of offer and acceptance by the Issuer
Trustee
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Conditions precedent to issue of offer
3.1 The Seller must not make an offer in accordance with
clause 2 unless and until it has given to the Issuer
Trustee, in form and substance reasonably satisfactory
to the Issuer Trustee, the following:
(a) a certified copy of the power of attorney under
which the Transaction Documents have been
(or, in relation to an Offer to Sell, will be)
executed by the Seller;
(b) the number of Powers of Attorney (such number
to be notified by the Issuer Trustee to the
Seller from time to time) executed by the
Seller;
(c) a legal opinion from Mallesons Xxxxxxx Xxxxxx,
solicitors, addressed to the Issuer Trustee
(amongst others);
(d) a letter addressed to the Issuer Trustee from
each provider of Lender's Mortgage Insurance
acknowledging the sale of the Mortgages; and
(e) such other matters, acts or things as the
Issuer Trustee may reasonably request prior
to the date of this agreement.
Certification
3.2 Anything required to be certified under this clause 3
must be certified by an Authorised Person of the
Seller as being true and complete as at a date no
earlier than the date of issue of an offer pursuant
to clause 2.
Benefit of the Issuer Trustee
3.3 The conditions precedent set out in this clause 3
are for the benefit of the Issuer Trustee and any of
them may be waived by the Issuer Trustee in its
absolute discretion.
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4 Acceptance of the Offer to Sell
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4.1 The Issuer Trustee may only accept an Offer to Sell
by paying the Purchase Price to the Seller in cleared
funds by no later than [ ] on the Acceptance Date.
Binding agreement
4.2 Acceptance of an Offer to Sell by the Issuer Trustee
in accordance with clause 4.1 will constitute:
(a) a legal, valid and binding agreement between
the Seller and the Issuer Trustee on the terms
contained in this agreement and the relevant
Offer to Sell; and
(b) without any further act or instrument by the
parties, an immediate assignment in equity of
the Seller's entire right, title and interest
in each of the items referred to in clause 2.4
with effect from the relevant Acceptance
Date.
Transfer in equity only
4.3 Unless otherwise specified, any sale, transfer or
assignment to the Issuer Trustee of the items referred
to in clause 2.4 is equitable only. Unless and until
the Issuer Trustee protects its title and interest in
and to such items in accordance with this agreement,
the Master Trust Deed and the relevant Supplemental
Deed, the Issuer Trustee must not:
(a) take any steps to protect its title and
interest in and to those items; or
(b) disclose any information in respect of any
sale, transfer or assignment, or give any
notice to, or communicate with, any Debtor or
Security Provider,
except in accordance with this agreement. The Issuer
Trustee must not lodge any Transfer in respect of a
Mortgage with the land titles office of any State or
Territory of Australia unless, and until, the Issuer
Trustee declares that a Title Perfection Event has
occurred. The Issuer Trustee may lodge a caveat if it
has actual notice of the Seller taking action which
will, or is likely to, adversely affect the Issuer
Trustee's equitable ownership of the Housing Loan, the
Mortgage and the Collateral Securities.
Sale not to amount to assumption of obligations
4.4 (a) Any sale of Mortgage Loans to the Issuer
Trustee as contemplated by this agreement and
an Offer to Sell 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 such Mortgage
Loans or any other item referred to in clause
2.4. In particular, the Seller retains the
obligation to make such further advances or
provide such other financial accommodation as
the Seller was required to make or provide
under such Mortgage Loans.
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(b) If, after the sale of any Mortgage Loans to
the Issuer Trustee, with the consent of the
Issuer Trustee, the cashflows or collections
in respect of those Mortgage Loans are
adjusted or renegotiated in any manner, the
Issuer Trustee is the person who is subject
to the renegotiated or adjusted terms, and
not the Seller.
Future Receivables
4.5 Without limiting the effect of any assignment of the
items referred to in clause 2.4 occurring upon the
Issuer Trustee accepting an Offer to Sell in
accordance with this agreement, the Seller's right,
title and interest in respect of any such items
arising after the relevant Acceptance Date form part
of the rights assigned to the Issuer Trustee and,
immediately following the making of any additional
financial accommodation under a Mortgage Loan, vest
in the Issuer Trustee in accordance with the
assignment of those items pursuant to this agreement.
5 Representations and warranties
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General
5.1 The Seller represents and warrants to the Issuer
Trustee that:
(a) it has been duly incorporated as a company
limited by shares in accordance with the laws
of its place of incorporation, is validly
existing under those laws and has power and
authority to carry on its business as it is
now being conducted;
(b) it has power to enter into and observe its
obligations under the Transaction Documents to
which it is a party and to carry out the
transactions contemplated by those documents;
(c) each authorisation which is required in
relation to:
(i) the execution, delivery and performance
by it of the Transaction Documents
to which it is a party and the
transactions contemplated by those
documents; and
(ii) the validity and enforceability of
those documents,
has been obtained or effected. Each is in full
force and effect. It has complied with such
authorisation and has paid all applicable fees
for each of them;
(d) its obligations under the Transaction Documents
to which it is a party are valid and binding
and are enforceable against it in accordance
with their terms (subject to laws relating to
insolvency and creditors' rights generally);
(e) the execution, delivery and performance by it
of the Transaction Documents to which it
is a party does not and will not violate in
any respect any material provision of:
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(i) any law, regulation, authorisation,
ruling, consent, judgement, order or
decree of any Governmental Agency;
(ii) its constitution;
(f) no Insolvency Event has occurred in respect
of it;
(g) it does not enter into any Transaction Document
in the capacity of a trustee of any trust
or settlement; and
(h) it benefits by executing each Transaction
Document to which it is a party.
Repetition
5.2 The representations and warranties in clause 5.1 are
made by the Seller on the date of this agreement and
on the date each offer is made pursuant to clause 2
and on the relevant Acceptance Date for the relevant
offer.
Mortgage Portfolio
5.3 The Seller represents and warrants to the Issuer
Trustee that the following will be true and correct
in relation to each Mortgage Loan specified in an
offer made pursuant to clause 2 as at the Acceptance
Date:
(a) at the time the Seller entered into the
related Housing Loan, the related Mortgage,
the Loan Agreement and each Collateral
Security complied in all material respects
with all applicable laws;
(b) the related Mortgage and each Collateral
Security have been or will be duly stamped;
(c) the terms of the related Housing Loan, and
related Mortgage or Collateral Security, have
not been impaired, waived, altered or
modified in any respect, except by a written
instrument forming part of the Mortgage Title
Documents;
(d) the related Housing Loan, related Mortgage and
any Collateral Security are enforceable in
accordance with their terms against the
relevant Debtor;
(e) the Mortgage Loan is a Qualifying Mortgage
Loan, satisfying the requirements set out in
Annexure 1 to this agreement;
(f) at the time the Seller entered into the related
Housing Loan, it did so in good faith;
(g) at the time that the Seller entered into the
related Housing Loan, the Housing Loan was
originated in the ordinary course of the
Seller's business;
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(h) at the time the Seller entered into the
related Housing Loan, it had not received
any notice of the insolvency or bankruptcy
of the Debtor or that the Debtor did not
have the legal capacity to enter into the
Housing Loan;
(i) the Seller is the sole legal and beneficial
owner of the Mortgage Loan and no Encumbrance
exists in relation to its right, title and
interests in the Mortgage Loan;
(j) it holds all documents necessary to enforce
the provisions of, and the security created
by, the related Mortgage and each Collateral
Security;
(k) it has not received notice from any person
that claims to have an Encumbrance ranking in
priority to or equal with the related Mortgage
or Collateral Security;
(l) except if the Mortgage Loan is subject to a
fixed rate of interest at any time and except
as may be provided by applicable laws or any
Binding Provision, the interest payable on
the related Housing Loan is not subject to any
limitation and no consent, additional
memoranda or other writing is required from
the Debtor to give effect to a change in the
interest rate payable on the relevant Housing
Loan and any change will be effective on
notice being given to the Debtor in accordance
with the terms of the Housing Loan;
(m) it is lawfully entitled to assign the
Mortgage Loan upon the terms and conditions
of the relevant Offer to Sell and no consent
to the sale and assignment of the Mortgage
Loan or notice of that sale and assignment is
required to be given by or to any person
including, without limitation, any Debtor;
(n) upon the acceptance of the offer contained
in an Offer to Sell, beneficial ownership of
the Mortgage Loan will vest in the Issuer
Trustee free and clear of all Encumbrances; and
(o) the sale of the Mortgage Loan will not be held
by a court to constitute a transaction at an
undervalue, a fraudulent conveyance or a
voidable preference under any insolvency laws.
Remedy
5.4 (a) If the Seller or the Issuer Trustee becomes
aware within 120 days after the Closing Date
("Prescribed Date") that any representation or
warranty given under clause 5.3 in respect of
a Mortgage Loan is materially incorrect when
made or taken to be made (provided that if
either of those parties makes such a finding,
it must give such notice with all relevant
details to the other and each Current Rating
Agency within 5 Business Days of becoming
aware but in any event not later than 5
Business Days prior to the Prescribed Date)
and the Seller does not remedy the breach to
the satisfaction of the Issuer Trustee within
that period of 5 Business Days or any longer
period that
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the Issuer Trustee permits, then without any
further action required by the Issuer Trustee,
the Issuer Trustee's interest in the Mortgage
Loan will, on the Prescribed Date, be
transferred to the Seller. The Seller must
pay to the Issuer Trustee the Outstanding
Principal Balance of the Housing Loan which
comprises part of that Mortgage Loan as at the
Prescribed Date together with any accrued but
unpaid interest and any outstanding fees and
other amounts (excluding any Servicer's
Collections) due as at the Prescribed Date
under such Housing Loan. The Issuer Trustee
will, however, retain all Collections received
in connection with such Housing Loan from the
Acceptance Date to the Prescribed Date.
(b) If a representation or warranty given under
clause 5.3 in respect of a Mortgage Loan is
found or is notified by the Seller after the
Prescribed Date to be incorrect, the Seller
must pay damages to the Issuer Trustee for any
direct loss suffered by the Issuer Trustee as
a result. The maximum amount which the Seller
is liable to pay is the Outstanding Principal
Balance of the Housing Loan which comprises
part of that Mortgage Loan at the time of
payment of the damages. This is the Issuer
Trustee's only remedy for a breach of any
representation and warranty which is found
after the Prescribed Date.
(c) If a breach of a representation or warranty
in relation to the Mortgage Loans occurs,
the Seller is obliged to pay damages to the
Issuer Trustee in accordance with clause 5.4(b)
within 14 Business Days of receipt of notice
from the Issuer Trustee.
6 Title Perfection Event
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Title Perfection Event
6.1 If a Title Perfection Event is subsisting, the Issuer
Trustee may by notice in writing to the Seller declare
that a Title Perfection Event has occurred.
Perfection of title
6.2 If, and only if, a declaration is made by the Issuer
Trustee in accordance with clause 6.1 in respect of
the Trust, the Issuer Trustee, the Global Trust
Manager and the Seller must as soon as practicable
take all necessary steps to protect the Issuer
Trustee's interest in, and title to, the Mortgage
Loans forming part of the Assets of the Trust,
including:
(a) the execution (where necessary, executed under
a Power of Attorney) and lodgment of Transfers
or caveats with the land titles office of the
appropriate jurisdiction;
(b) give notice to the relevant Debtors and
Security Providers of the sale of the
relevant Mortgage Loans;
(c) give notice of its interest in, and title to,
the relevant Mortgage Loans to any other
interested person; and
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(d) require each relevant Debtor to make all
payments in respect of the relevant Mortgage
Loans to the Collections Account.
Power of Attorney
6.3 The Issuer Trustee must only use a Power of Attorney
to execute Transfers in respect of Mortgages forming
part of the Purchased Mortgage Loans and only then if
it has declared a Title Perfection Event in
accordance with clause 6.2.
Indemnity
6.4 The Seller indemnifies the Issuer Trustee and each of
its successors and assigns against all loss arising
from, and any costs, damages, charges and expenses
incurred in connection with the Issuer Trustee
protecting its interest in, and title to, the Mortgages
forming part of the Purchased Mortgage Loans after a
Title Perfection Event has occurred, including all
registration fees, stamp duty, legal fees and
disbursements, and the cost of preparing and
transmitting all necessary documentation.
7 Costs, charges, expenses and indemnities
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Amounts payable on demand
7.1 The Seller agrees to pay or reimburse the Issuer
Trustee on demand for:
(a) the costs, charges and expenses of the Issuer
Trustee in connection with any consent,
approval, exercise or non-exercise of rights
(including, without limitation, in connection
with the contemplated or actual enforcement
or preservation of any rights under any
Transaction Document), waiver, variation,
release or discharge in connection with any
Transaction Document; and
(b) Taxes and fees (including, without limitation,
registration fees) and fines and penalties in
respect of fees, which may be payable or
determined to be payable in connection with
any Transaction Document or a payment or
receipt or any other transaction contemplated
by any Transaction Document; and
including in each case, without limitation, legal
costs and expenses on a full indemnity basis or
solicitor and own client basis, whichever is the
higher.
Seller indemnity
7.2 The Seller indemnifies the Issuer Trustee and each of
its successors and assigns against any liability or
loss arising from, and any costs, charges and expenses
incurred in connection with:
(a) the payment, omission to make payment or delay
in making payment of an amount referred to in
clause 7.1;
(b) any failure by the Seller to comply with its
obligations under a Transaction Document; or
(c) a Title Perfection Event,
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including, without limitation, liability, loss, costs,
charges or expenses on account of funds borrowed,
contracted for or used to fund any amount payable or
expense incurred under a Transaction Document and
including in each case, without limitation, legal
costs and expenses on a full indemnity basis or
solicitor and own client basis, whichever is the
higher.
8 Miscellaneous
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Certificate
8.1 A certificate signed by the Issuer Trustee or its
solicitors about a matter or about a sum payable to
the Issuer Trustee in connection with a Transaction
Document is sufficient evidence of the matter or sum
stated in the certificate unless the matter or sum is
proved to be false.
Exercise of rights
8.2 The Issuer Trustee may exercise a right, power or
remedy at its discretion, and separately or
concurrently with another right, power or remedy. A
single or partial exercise of a right, power or remedy
by the Issuer Trustee does not prevent a further
exercise of that or an exercise of any other right,
power or remedy. Failure by the Issuer Trustee to
exercise or delay in exercising a right, power or
remedy does not prevent its exercise. The Issuer
Trustee is not liable for any loss caused by the
exercise or attempted exercise of, failure to exercise,
or delay in exercising the right, power or remedy,
whether or not cause by the Issuer Trustee's
negligence.
Waiver and variation
8.3 A provision of or a right created under this agreement
may not be waived or varied except in writing signed
by the party or parties to be bound.
Supervening legislation
8.4 Any present or future legislation which operates to
vary the obligations of the Seller in connection with
this agreement 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.
Approvals and consent
8.5 The Issuer Trustee may give conditionally or
unconditionally or withhold its approval or consent
in its absolute discretion unless this agreement
expressly provides otherwise.
Remedies cumulative
8.6 The rights, powers and remedies provided in this
agreement are cumulative with and not exclusive of
the rights, powers or remedies provided by law
independently of this agreement.
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9 Notices
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How given
9.1 A notice, approval, consent or other communication in
connection with a Transaction Document:
(a) may be given by an Authorised Person of the
relevant party;
(b) must be in writing;
(c) must be marked for the attention of the person
referred to below; and
(d) must be left at the address of the addressee,
or sent by prepaid ordinary post (airmail if
posted to or from a place outside Australia)
to the address of the addressee or sent by
facsimile to the facsimile number of the
addressee, or sent by e-mail to the e-mail
address of the addressee, or if the addressee
notifies another address, facsimile number or
e-mail address then to that address, facsimile
number or e-mail address.
The address and facsimile number of each party is:
The Seller:
Address: Xxxxx 00
000 Xxxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxx 0000
Xxxxxxxxx
Facsimile: [61 3 8641 4927]
Attention: [Company Secretary]
The Issuer Trustee:
Address: [ ]
Facsimile: [ ]
Attention: [ ]
E-mail: [ ]
Effective on receipt
9.2 Unless a later time is specified in it, a notice,
approval, consent or other communication takes effect
from the time it is received.
When received
9.3 A letter, facsimile or e-mail is taken to be received:
(a) in the case of a posted letter, on the third
(seventh, if posted to or from a place outside
Australia) day after posting;
(b) in the case of facsimile, on production of a
transmission report by the machine from which
the facsimile was sent which indicates that
the facsimile was sent in its entirety to the
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facsimile number of the recipient notified
for the purpose of this clause; and
(c) in the case of an e-mail, on receipt by the
sender of an e-mail from the recipient stating
that the e-mail was delivered in its entirety
and the contents and attachments of the e-mail
have been received.
However, if the time of deemed receipt of any notice
is not before 4.00 p.m. (local time at the address of
the recipient) on a Business Day it is deemed to have
been received at the commencement of business on the
next following Business Day.
10 Encumbrances and assignment
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The Seller may not, without the consent of the Issuer
Trustee, create or allow to exist an Encumbrance over
or an interest in any Transaction Document or assign
or otherwise dispose of or deal with its rights under
any Transaction Document. The Issuer Trustee at any
time may do any of these things as the Issuer Trustee
sees fit provided that it notifies the Seller of any
such action as soon as reasonably practicable.
11 Governing law, jurisdiction and service of process
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Governing law
11.1 This agreement 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
11.2 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
11.3 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.
12 Counterparts
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This agreement may consist of a number of counterparts
and the counterparts taken together constitute one and
the same instrument.
EXECUTED as an agreement.
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Execution page
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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 agreement the
) attorney states that the
.............................. ) attorney has received no notice
Occupation of witness ) of revocation of the power of
[ ] ) attorney
SIGNED by )
as attorney for [NAME OF ISSUER )
TRUSTEE] LIMITED under power of )
attorney dated in the presence of: )
)
............................... )
Signature of witness )
)
............................... )
Name of witness (block letters) )
)
............................... ) .............................
Address of witness ) By executing this agreement the
) attorney states that the
.............................. ) attorney has received no notice
Occupation of witness ) of revocation of the power of
) attorney
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Annexure 1 Qualifying Mortgage Loans
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A Mortgage Loan is a Qualifying Mortgage Loan if, at
the time it is identified in an Offer to Sell, it
satisfies the following eligibility criteria:
(a) it is due from a Qualifying Debtor;
(b) it is repayable in Australian dollars;
(c) the term of the related Housing Loan does not
exceed 30 years;
(d) it is freely capable of being dealt with by
the Seller as contemplated by this agreement
and any Offer to Sell;
(e) each related Housing Loan is secured by a
Mortgage over Land which is either:
(i) a first ranking mortgage; or
(ii) a second ranking mortgage where:
(A) there are two mortgages over
the Land securing the Mortgage
Loan and the Seller is the
first mortgagee; and
(B) the first ranking mortgage is
also being acquired by the
Issuer Trustee;
(f) the Land subject to a Mortgage has erected on
it a residential dwelling which is not under
construction;
(g) each Mortgage Loan is, or will by the Closing
Date be, insured under a Mortgage Insurance
Policy;
(h) no Housing Loan is a Defaulted Housing Loan
as at the relevant Cut-Off Date;
(i) no Housing Loan was made to an employee of the
Seller or its affiliates with a concessional
rate of interest;
(j) each Housing Loan is fully drawn (other than
to the extent to which redraws are available
to the Debtor under such Housing Loan) at the
Acceptance Date;
(k) it has a total principal amount outstanding of
no more than A$[ ],000 as
at the Cut-Off Date; and
(l) it is scheduled to mature at least 1 year
prior to the Final Maturity Date of the Notes;
(m) [insert other eligibility criteria, if any].
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Dated
National RMBS Trust
200[ ]-[ ]
Sale Agreement
National Australia Bank Limited
("Seller")
[Name of Issuer Trustee]
("Issuer Trustee")
Mallesons Xxxxxxx Xxxxxx
Solicitors
Governor Xxxxxxx Xxxxx
0 Xxxxxx Xxxxx
Xxxxxx XXX 0000
Telephone (00 0) 0000 0000
Facsimile (00 0) 0000 0000
DX 000 Xxxxxx
Ref: AAV/SRF
1
Contents Sale Agreement
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1 Definitions and interpretation 1
2 Offer to sell Mortgage Loans 2
Offer 2
Acknowledgment 3
3 Conditions precedent to issue of offer and
acceptance by the Issuer Trustee 3
Certification 3
Benefit of the Issuer Trustee 3
4 Acceptance of the Offer to Sell 4
Binding agreement 4
Transfer in equity only 4
Sale not to amount to assumption of
obligations 4
Future Receivables 5
5 Representations and warranties 5
General 5
Repetition 6
Mortgage Portfolio 6
Remedy 7
6 Title Perfection Event 8
7 Costs, charges, expenses and indemnities 9
8 Miscellaneous 10
Certificate 10
Exercise of rights 10
Waiver and variation 10
Supervening legislation 10
Approvals and consent 10
Remedies cumulative 11
9 Notices 11
How given 11
Effective on receipt 11
When received 11
10 Encumbrances and assignment 12
11 Governing law, jurisdiction and
service of process 12
Governing law 12
Jurisdiction 12
Service 12
12 Counterparts 13
Annexure 1 Qualifying Mortgage Loans 15
