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Exhibit 10.1
Master Origination & Servicing
Agreement
for the
ARMS II Program
Date: 7 March 1995
Permanent Custodians Limited
The Trustee
Australian Mortgage Securities Limited
AMS
Clause |
|
Page |
|
---|---|---|---|
1. | DEFINITIONS AND INTERPRETATION | 1 | |
1.1 |
Definitions |
1 |
|
1.2 | Interpretation | 4 | |
1.3 | Liability of Trustee | 5 | |
2. |
MASTER SERVICER |
5 |
|
2.1 |
General |
5 |
|
2.2 | Agreed Procedures | 6 | |
3. |
STATUS OF MASTER SERVICER |
6 |
|
4. |
ORIGINATION PROCEDURES |
6 |
|
4.1 |
Making of Origination Proposals |
6 |
|
4.2 | Form of Origination Proposals | 6 | |
4.3 | Implementation of Agreed Procedures | 6 | |
5. |
GENERAL MANAGEMENT OF MORTGAGES |
6 |
|
5.1 |
Required Degree of Skill and Care |
6 |
|
5.2 | Exercise of Powers | 6 | |
6. |
DELEGATION |
7 |
|
6.1 |
Power to Delegate |
7 |
|
6.2 | Terms of Delegation | 7 | |
6.3 | Termination of Delegation | 7 | |
6.4 | Liability for Delegates | 7 | |
6.5 | No Liability for Certain Delegates | 7 | |
7. |
UNDERTAKINGS OF MASTER SERVICER |
7 |
|
7.1 |
Master Servicer will Account to Trustee for Moneys Received |
7 |
|
7.2 | Trustee to Receive Mortgage Money | 7 | |
7.3 | Master Servicer to keep Trust Assets Separate | 8 | |
7.4 | Maintenance of Records | 8 | |
7.5 | Records Property of Trustee | 8 | |
7.6 | Availability of Master Servicer's Records and Other Information | 8 | |
7.7 | Compliance with Laws | 8 | |
7.8 | Custody of Documents | 9 | |
7.9 | Master Servicer's Judgment | 9 | |
8. |
REPORTING |
9 |
|
8.1 |
Periodic Reports |
9 |
|
8.2 | Other Information | 9 | |
9. |
DEFAULT PROCEDURES |
9 |
|
9.1 |
Procedures on Default |
9 |
|
9.2 | Master Servicer to Comply with Directions | 10 | |
9.3 | Master Servicer May Incur Costs | 10 |
9.4 | Trustee to Facilitate Enforcement | 10 | |
9.5 | Legal Proceedings in Name of Trustee | 10 | |
9.6 | Mortgage Insurance Claims | 10 | |
9.7 | Appointment of Professional Advisers | 10 | |
10. |
PROPERTY INSURANCE |
10 |
|
11. |
REIMBURSEMENT OF MASTER SERVICER |
11 |
|
11.1 |
Master Servicer to Bear Own Costs |
11 |
|
11.2 | Master Servicer to Indemnify Trustee for Costs | 11 | |
11.3 | Reimbursement of Master Servicer | 11 | |
12. |
REPRESENTATIONS AND WARRANTIES |
11 |
|
12.1 |
Regarding Mortgages |
11 |
|
12.2 | Regarding the Master Servicer | 11 | |
12.3 | Trustee's Reliance on Representations and Warranties | 13 | |
13. |
INDEMNITY |
13 |
|
14. |
AGREED PROCEDURES |
13 |
|
14.1 |
Acknowledgement |
13 |
|
14.2 | Changes to Agreed Procedures | 13 | |
14.3 | Documenting of Changes | 14 | |
14.4 | Inconsistency | 14 | |
15. |
MASTER SERVICER'S FEES |
14 |
|
15.1 |
Servicing Fee |
14 |
|
15.2 | Other Master Servicer Fees | 14 | |
16. |
TERMINATION |
14 |
|
16.1 |
Termination by Trustee |
14 |
|
16.2 | Termination by Master Servicer | 15 | |
16.3 | No Termination by Master Servicer Unless Successor Appointed | 15 | |
16.4 | Effect of Termination | 15 | |
16.5 | Survival of Obligations | 15 | |
17. |
ASSIGNMENTS |
16 |
|
17.1 |
By Master Servicer |
16 |
|
17.2 | By Trustee | 16 | |
18. |
NOTICES |
16 |
|
19. |
MISCELLANEOUS |
17 |
|
19.1 |
Governing Law |
17 |
|
19.2 | Jurisdiction | 17 | |
19.3 | Severability of Provisions | 17 | |
19.4 | Counterparts | 19 |
ii
[SEAL]
AGREEMENT made in Sydney on 7 March 1995
BETWEEN | PERMANENT CUSTODIANS LIMITED, ACN 001 334 636 of 23-25 O'Connell Street, Sydney NSW 2000 (the "Trustee") | |
AND |
AUSTRALIAN MORTGAGE SECURITIES LIMITED, ACN 003 072 446 of Level 15, AMP Centre, 50 Bridge Street, Sydney, NSW, 2000 ("AMS") |
RECITAL
Until it is terminated, this Agreement is the Master Origination and Servicing Agreement referred to as such in the Master Trust Deed for the ARMS II Funds dated on or about the date of this Agreement made between the Trustee and Australian Mortgage Securities Limited as Trust Manager.
IT IS AGREED:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
The following words and expressions have the following meanings when used in this Agreement:
"Agreed Procedures" means all procedures, policies, criteria and guidelines relating to the acquisition, origination, management and servicing of the Mortgages agreed between the Trustee and the Master Servicer from time to time. The initial Agreed Procedures are set out in the document entitled "ARMS II Programme—Agreed Procedures dated on or about the date of this Agreement, and initialled by the parties for identification purposes.
"Approved Solicitor" means a solicitor or other person approved in accordance with the Agreed Procedures to act for the Trustee in relation to settling Mortgages, as contemplated by this Agreement.
"Approved Valuer" means a person approved in accordance with the Agreed Procedures to act for the Trustee in valuing Properties, as contemplated by this Agreement.
"Assets" means, in relation to a Fund, all property and assets (real and personal, including choses in action and other rights, tangible and intangible, present or future) comprised in, and held by Trustee as trustee of that Fund.
"Australian Jurisdiction" means a State or Territory of the Commonwealth and the Commonwealth of Australia.
"Authorised Signatory" means, in relation to any corporation, any person from time to time whose name, title or position and specimen signature are set out in a certificate signed by two directors or one director and one secretary of the corporation confirming that person's appointment as an Authorised Signatory for the purposes of this Deed.
"Bond" means, in relation to a Fund, a debt security issued or to be issued by the Trustee as trustee of that Fund under and in accordance with the Master Trust Deed.
"Collateral Security" means, in relation to a Mortgage and a Loan secured by that Mortgage, any other guarantee, indemnity or Security Interest executed in favour of or held by the Trustee as security for the obligations secured by that Mortgage or the obligations of any person who has given any such guarantee, indemnity or Security Interest.
"Defaulting Mortgage" means a Mortgage in respect of which an Event of Default has occurred which has not been remedied to the satisfaction of the Master Servicer or waived by or on behalf of the Trustee.
"Delegate" means any person from time to time appointed by the Master Servicer as its attorney, agent or contractor to exercise any of the powers or perform any of the obligations or functions of the Master Servicer under this Agreement.
"Designated Rating Agency" means, in relation to a Fund or Bonds, each Rating Agency which has been requested by the Trust Manager to rate the debt obligations of that Fund or those Bonds.
"Due Date" means, in relation to a Mortgage Instalment, the date upon which the relevant Mortgagor is due to pay that Mortgage Instalment in accordance with the relevant Mortgage.
"Enhancement" means any security, support, rights or benefits in support of or substitution for payments due under or in respect of an Asset of a Fund, or payable by the Trustee under the Bonds.
"Event of Default" means, in relation to a Mortgage, any event which entitles the Trustee as mortgagee to demand immediate repayment of the money secured by that Mortgage and to enforce that Mortgage.
"Event of Insolvency" means, in relation to a person, any of the following events:
"Face Value" means in relation to a Mortgage and at any time, the principal amount of the Loan secured by that Mortgage outstanding at that time.
"Fund" means each individual trust fund created pursuant to the Master Trust Deed.
"Government Body" means:
"Guarantor" means, in relation to a Mortgage, any person (other than the Mortgagor) who has executed a Collateral Security in favour of the Trustee.
"Interest Hedge" means any futures contract, option agreement, hedge, swap, cap, forward rate agreement or other arrangement in relation to interest rates entered into by the Trustee.
"Issue Notice" means a notice given by the Trust Manager to the Trustee under the Master Trust Deed requiring the Trustee to issue Bonds in accordance with the Master Trust Deed.
"Law" means any law, regulation, rule, ordinance, by-law, statutory instrument or order of the Commonwealth of Australia, any State or Territory, or any local or municipal council or body.
"Loan" means a loan or other form of financial accommodation secured by a Mortgage.
"Loan Application" means an application by a prospective Mortgagor for a Loan.
"Master Servicer" means AMS.
2
"Master Trust Deed" means the Master Trust Deed dated on or about the date of this Agreement made between the Trustee and the Trust Manager pursuant to which a series of separate trusts are to be established, to be called collectively the ARMS II Funds (or such other name as the Trustee and the Trust Manager may from time to time agree).
"Mortgage" means a registered (or pending registration, registrable) mortgage over land situated in any Australian Jurisdiction which is:
"Mortgage Document" means in relation to a Mortgage:
"Mortgage Instalment" means all or any part of any amount of principal or interest payable by a Mortgagor under or secured by a Mortgage on a periodic basis. It does not include any amount which becomes due and payable upon or after the acceleration of the repayment of the principal amount of a Loan following the occurrence of an Event of Default under that Mortgage.
"Mortgage Insurance Policy" means a policy of insurance under which, amongst other things, an insurer insures payment to the mortgagee of amounts payable under or in respect of, or secured by, a Mortgage.
"Mortgagor" means the mortgagor under a Mortgage.
"Notice" means a notice, certificate, request, demand or other communication to be given, served or made under or pursuant to this Deed.
"Periodic Reports" means all reports, information and data which the Master Servicer is required by the Agreed Procedures to give to the Trustee on a regular or periodic basis.
"Portfolio of Mortgages" has the same meaning as in the Master Trust Deed.
"Power" means, in relation to a Mortgage Document any right, power or discretion conferred on the Trustee or the Trust Manager by that Mortgage Document or by any Law.
"Programme" means the programme for the establishment of the ARMS II Funds under the Master Trust Deed, the issue of Bonds (as defined in and in the manner contemplated by the Master Trust Deed) and the origination of Loans secured by Mortgages in accordance with the Master Trust Deed.
"Property" means, in relation to a Mortgage, the property the subject of that Mortgage.
3
"Property Insurances" means, in relation to a Mortgage, all insurance policies which a Mortgagor maintains, or is required to maintain under that Mortgage.
"Rating Agency" means Moody's Investors Services Pty Limited, Standard & Poor's Australia Pty Limited (trading as Standard & Poor's Ratings Group) or any other recognised rating agency designated from time to time in writing by the Trust Manager to the Trustee.
"Secured Agreement" means, in relation to a Mortgage, any document or agreement under which any money secured by that Mortgage is or may become outstanding.
"Security Interest" includes any mortgage, pledge, lien, charge, encumbrance, hypothecation, title retention, preferential right, trust arrangement, right of set-off, flawed asset, contingent debt arrangement and any other security arrangement or agreement.
"Solicitor's Certificate" means, in relation to a Mortgage, a certificate from an Approved Solicitor addressed to the Trustee and the Master Servicer relating to the origination of that Mortgage and the Property, such certificate to be in the form required from time to time by the Agreed Procedures.
"Trust Manager" means AMS or such other person who is from time to time appointed as the Trust Manager in accordance with and for the purposes of the Master Trust Deed.
"Uniform Consumer Credit Legislation" means, in relation to any State or Territory of Australia, the legislation proposed to be enacted in that State or Territory in the manner contemplated by the agreement entitled Australian Uniform Credit Laws Agreement 1993 entered into between the States and Territories of Australia, or (as the case may be) that legislation as enacted.
"Valuation" means, in relation to a Mortgage, a valuation of the Property, prepared by an Approved Valuer and in a form which complies with the Agreed Procedures.
1.2 Interpretation
In this Agreement unless the context indicates a contrary intention:
4
1.3 Liability of Trustee
2. MASTER SERVICER
2.1 General
This Agreement sets out the terms and conditions upon which the Master Servicer agrees to exercise certain powers and discretions and perform certain obligations in relation to the origination and management of Loans and Mortgages.
5
In exercising its powers and performing its obligations under this Agreement, the Master Servicer must comply and act in accordance with the Agreed Procedures in all respects.
3. STATUS OF MASTER SERVICER
The Master Servicer must indemnify the Trustee for all costs, losses, damages, claims and expenses suffered or incurred by the Trustee as a result of the Master Servicer, or any employee, agent or other person engaged by the Master Servicer being, or being held to be, the agent, partner or employee of the Trustee.
4. ORIGINATION PROCEDURES
4.1 Making of Origination Proposals
The Master Servicer must from time to time give to the Trustee written proposals for the investment of the assets of the Funds in Loans upon the security of Mortgages, and for the sale, transfer or other realisation of or dealing with any such Loans or Mortgages.
4.2 Form of Origination Proposals
A proposal made by the Master Servicer under clause 4.1 must be in the form, contain the information, be accompanied by the documents, and be made in accordance with:
4.3 Implementation of Agreed Procedures
If the Trustee, acting on a recommendation by the Master Servicer in a proposal under clause 4.1, accepts the proposal, the Master Servicer must take all action which it is required to take in implementing that proposal under the Agreed Procedures and any relevant Enhancement. In doing so, the Master Servicer must use the same degree of skill and care as would be used by a responsible and prudent mortgagee.
5. GENERAL MANAGEMENT OF MORTGAGES
5.1 Required Degree of Skill and Care
The Master Servicer must manage each Mortgage using the same degree of skill and care as would be used by a responsible and prudent mortgagee and in accordance with:
5.2 Exercise of Powers
The Master Servicer must exercise all of the Powers and perform all of the obligations and functions of the Mortgagee under the Mortgages, including corresponding with the Mortgagors,
6
preparing and sending out statements of account to Mortgagors, and enforcing the Mortgages in accordance with this Agreement.
6. DELEGATION
6.1 Power to Delegate
The Master Servicer may, in exercising its powers and performing its functions and obligations under this Agreement, appoint any person as its Delegate from time to time.
6.2 Terms of Delegation
Any appointment of a Delegate may be for such purposes, with such powers (not exceeding those conferred on the Master Servicer by this Agreement) and on such terms as the Master Servicer thinks fit.
6.3 Termination of Delegation
The Master Servicer may suspend, revoke or terminate the appointment of any Delegate (subject to the terms of that appointment).
6.4 Liability for Delegates
Subject to clause 6.5, the Master Servicer shall continue to be liable to the Trustee for the acts or omissions of any Delegate.
6.5 No Liability for Certain Delegates
The Master Servicer shall have no liability for the acts or omissions of any Approved Solicitor, Approved Valuer or other professional adviser appointed by the Master Servicer in accordance with this Agreement provided that:
7. UNDERTAKINGS OF MASTER SERVICER
7.1 Master Servicer will Account to Trustee for Moneys Received
The Master Servicer must immediately (and in any event within one Business Day of receipt) pay to the Trustee all money which it receives under or in connection with any Mortgage Document or as a result of or in connection with the exercise of any Power under any Mortgage Document.
7.2 Trustee to Receive Mortgage Money
The Master Servicer must ensure that, except and to the extent expressly provided in this Agreement or the Agreed Procedures, all money:
7
is paid to the Trust Account for the Fund to which that money relates or in respect of which that money was paid, received or realised.
7.3 Master Servicer to keep Trust Assets Separate
The Master Servicer must keep any Assets of any Fund which it holds from time to time separate from any other property belonging to or held by the Master Servicer.
7.4 Maintenance of Records
The Master Servicer must keep accounting and other records which correctly record and explain:
These accounting and other records must be kept in such form and using such data storage, access and retrieval methods as are set out in the Agreed Procedures.
7.5 Records Property of Trustee
All accounting and other records kept by the Master Servicer under clause 7.4 are the property of the Trustee, and the Master Servicer must deliver all such records to the Trustee promptly upon termination of this Agreement.
7.6 Availability of Master Servicer's Records and Other Information
The Master Servicer must:
7.7 Compliance with Laws
The Master Servicer must comply with all Laws in performing its obligations under this Agreement, including (without limitation):
8
7.8 Custody of Documents
The Master Servicer must promptly deliver to the Trustee all Mortgage Documents which come into its possession, except to the extent that the Trustee:
7.9 Master Servicer's Judgment
The Master Servicer must (upon and subject to the terms of this Agreement) exercise its own judgment, skill and discretion in performing its obligations under this Agreement.
8. REPORTING
8.1 Periodic Reports
The Master Servicer must deliver to the Trustee the Periodic Reports at the times and in the form required from time to time by the Agreed Procedures.
8.2 Other Information
The Master Servicer must deliver to the Trustee such information as the Trustee may from time to time reasonably request, including information relating to:
9. DEFAULT PROCEDURES
9.1 Procedures on Default
The Master Servicer must, subject to clause 9.5, take such action following the occurrence of an Event of Default, and enforce the Powers (including by taking legal proceedings) in respect of any Defaulting Mortgage in such manner as:
9
9.2 Master Servicer to Comply with Directions
The Trustee may (but shall not be obliged to) give directions and instructions to the Master Servicer as to the action to be taken pursuant to clause 9.1. The Master Servicer must comply with any such directions and instructions.
9.3 Master Servicer May Incur Costs
Without limiting clauses 9.1 and 9.2, the Master Servicer may, subject to clause 9.6 and provided that it obtains any consents required under and complies with the relevant Mortgage Insurance Policy, take any action which the Trustee as mortgagee is entitled to take under a Defaulting Mortgage and incur such expenses as the Master Servicer reasonably considers necessary for the purposes of doing so, including retaining solicitors, valuers, builders and other appropriately qualified professionals or experts.
9.4 Trustee to Facilitate Enforcement
The Trustee must do all things which the Master Servicer reasonably requests to enable the Master Servicer to perform its obligations under this clause 9.
9.5 Legal Proceedings in Name of Trustee
In exercising its powers and performing its obligations under this Agreement, the Master Servicer must not commence legal proceedings in the name of the Trustee without the prior written consent of the Trustee.
9.6 Mortgage Insurance Claims
The Master Servicer must, on behalf of the Trustee, take all action available to it to claim any amount payable under any Mortgage Insurance Policy promptly upon the Trustee becoming entitled to make such a claim.
9.7 Appointment of Professional Advisers
The Master Servicer may engage, and incur reasonable expenses in relation to, any valuers, solicitors, barristers, accountants, surveyors, property advisers, real estate agents, contractors and such other appropriately qualified professional advisers as may be necessary, usual or desirable for the purpose of enabling the Master Servicer to be fully and properly advised and informed, in order that it may properly exercise its powers and perform its obligations under this Agreement.
10. PROPERTY INSURANCE
The Master Servicer must:
10
11. REIMBURSEMENT OF MASTER SERVICER
11.1 Master Servicer to Bear Own Costs
The Master Servicer must pay all costs and expenses of performing its obligations under this Agreement, and is not entitled to reimbursement or compensation from the Trustee except to the extent expressly stated in this Agreement.
11.2 Master Servicer to Indemnify Trustee for Costs
The Master Servicer must indemnify the Trustee on demand for all stamp duty, taxes, registration and similar fees and charges payable on or in connection with any Secured Agreement, which are payable by the relevant Mortgagor under that Secured Agreement, and which are not paid by that Mortgagor.
11.3 Reimbursement of Master Servicer
12. REPRESENTATIONS AND WARRANTIES
12.1 Regarding Mortgages
The Master Servicer represents and warrants to the Trustee that except as disclosed to the Trustee in writing, and approved or waived by the Trustee on or prior to the settlement or acquisition of a
11
Mortgage, the following matters will be true and correct in all material respects in relation to that Mortgage:
12.2 Regarding the Master Servicer
The Master Servicer represents and warrants to the Trustee that:
12
12.3 Trustee's Reliance on Representations and Warranties
The Master Servicer:
in each case in reliance on the representations and warranties set out in clauses 12.1 and 12.2; and
13. INDEMNITY
The Master Servicer must indemnify the Trustee on demand for all liabilities, damages, claims, losses, costs and expenses which it may suffer or incur as a result (direct or indirect) of:
14. AGREED PROCEDURES
14.1 Acknowledgment
The Agreed Procedures in force at the date of this Agreement have been initialled by the parties for identification purposes, and each party has a copy as so initialled.
14.2 Changes to Agreed Procedures
Either party (the "proposer") may at any time make proposals to the other party (the "recipient") for changing the Agreed Procedures. The recipient must consult with the proposer in good faith with a view to agreeing to the proposal. If the proposer is the Master Servicer, the Trustee must agree to the changes proposed unless the Trustee reasonably considers that the changes would:
13
14.3 Documenting of Changes
Upon a change to the Agreed Procedures being agreed pursuant to clause 14.2, the Master Servicer will prepare a revised form of Agreed Procedures reflecting that change, which will be initialled by the Master Servicer and the Trustee for identification purposes. If the Agreed Procedures are in the form of a loose-leaf manual, the revised form may be prepared by replacing only the relevant pages of that manual with revised pages reflecting the agreed changes, each such page being initialled and dated by the Master Servicer and the Trustee.
14.4 Inconsistency
If there is any inconsistency between this Agreement and the Agreed Procedures, the Agreed Procedures prevail to the extent of the inconsistency.
15. MASTER SERVICER'S FEES
15.1 Servicing Fee
The Trustee must pay to the Master Servicer such servicing and other fees as are from time to time agreed between them in relation to the performance by the Master Servicer of its obligations under this Agreement. In the absence of agreement, the Master Servicer shall not be entitled to any such fees under this Agreement.
15.2 Other Master Servicer Fees
The Master Servicer may charge such application and other fees to applicants for a Loan as it thinks fit from time to time. All such fees will belong to the Master Servicer.
16. TERMINATION
16.1 Termination by Trustee
The Trustee may, subject to clause 16.5, terminate this Agreement immediately, by notice in writing to the Master Servicer if:
14
16.2 Termination by Master Servicer
The Master Servicer may, subject to clause 16.3, terminate this Agreement at any time by not less than three months notice in writing to the Trustee.
16.3 No Termination by Master Servicer Unless Successor Appointed
The Master Servicer must not terminate this Agreement under clause 16.2 unless:
16.4 Effect of Termination
Upon termination of this Agreement, the Master Servicer must immediately deliver to the Trustee or as the Trustee directs all books, records, accounts, registers, computer files, documents and records of any kind kept or brought into existence by the Master Servicer under, for the purposes of or in connection with this Agreement.
16.5 Survival of Obligations
The Master Servicer's obligations under clauses 7.3 and 7.5 will survive termination of this Agreement. Upon termination becoming effective, the Master Servicer will have no further obligations under this Agreement, but retirement or removal will not affect any of the rights, obligations or liabilities of the Master Servicer accrued or arising before termination becomes effective.
15
17.1 By Master Servicer
17.2 By Trustee
The Trustee may assign and transfer its rights under this Agreement to a person who succeeds it as Trustee under the Master Trust Deed. The Master Servicer must upon request by the Trustee execute such documents as the Trustee reasonably requires at the cost of the Trustee to transfer to the successor Trustee the rights and obligations of the Trustee under this Agreement upon it ceasing to hold the office of Trustee under the Master Trust Deed.
18. NOTICES
Every Notice:
16
The Trustee
23-25
O'Connell Street
SYDNEY NSW 2000
By facsimile: (02) 225 8474
Attention: General Manager, Securitisation Trusts
The Manager
Level
15
AMP Centre
50 Bridge Street
SYDNEY NSW 2000
By facsimile: (02) 256 0866
Attention: Manager, Operations
19. MISCELLANEOUS
19.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New South Wales.
19.2 Jurisdiction
Each of the Trustee and the Master Servicer irrevocably submits to and accepts, generally and unconditionally, the non-exclusive jurisdiction of the courts and appellate courts of the State of New South Wales with respect to any legal action or proceedings which may be brought at any time relating in any way to this Agreement.
19.3 Severability of Provisions
In the event that any provision of this Agreement is prohibited or unenforceable in any jurisdiction such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Deed or affecting the validity or enforceability of such provision in any other jurisdiction.
17
19.4 Counterparts
This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.
[STAMP] | ||||
EXECUTED as an Agreement. |
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SIGNED for and on behalf of |
) |
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PERMANENT CUSTODIANS LIMITED by its Attorney under a Power of Attorney dated and who declares that he has not received any notice of the revocation of such Power of Attorney in the presence of: |
) ) ) ) ) ) |
(Signature) |
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(Signature of Witness) |
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(Name of Witness in Full) |
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SIGNED for and on behalf of | ) | |||
AUSTRALIAN MORTGAGE SECURITIES LIMITED by [ILLEGIBLE] and [ILLEGIBLE] Valentine its Attorney under a Power of Attorney dated 2/3/95 and who declares that he has not received any notice of the revocation of such Power of Attorney in the presence of: |
) ) ) ) ) ) |
/s/ [ILLEGIBLE] (Signature) |
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/s/ ROSS [ILLEGIBLE] VALENTINE (Signature of Witness) |
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/s/ ROSS [ILLEGIBLE] Valentine (Name of Witness in Full) |
18