BACKUP SERVICER AGREEMENT
THIS AGREEMENT is made the day of 2003
BETWEEN PERPETUAL TRUSTEES VICTORIA LTD ACN 004 027 258 of ▇▇▇▇▇
▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ('PERPETUAL')
AND INTERSTAR SECURITIES (AUSTRALIA) PTY LTD ACN 054 485 380 of
▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ('ISS')
AND KPMG CORPORATE FINANCE (AUST) PTY LTD ACN 007 363 215 of
▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ('KPMG')
AND INTERSTAR SECURITIES (AUSTRALIA) PTY LTD ACN 087 271 109 of
▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ('INTERSTAR')
RECITALS
A. Perpetual is the trustee under each Trust Deed.
B. ISS was previously 'the Manager' under each Trust Deed.
C. Perpetual, ISS and KPMG entered into the Previous Backup Servicer
Agreement.
D. ISS has retired as 'the Manager' under each Trust Deed and Perpetual
has appointed Interstar as 'the Manager' under each Trust Deed.
E. Consequent upon the retirement and appointment as referred to in
Recital D, it is necessary for Perpetual, Interstar and KPMG to enter
into this new Backup Servicer Agreement.
OPERATIVE PART
1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions apply unless there is something in the
subject or context inconsistent therewith:
'APPROVED CREDIT RATING AGENCY' means each credit rating agency which
is declared to be an 'Approved Credit Rating Agency' for the purposes
of any Trust Deed.
'ASSOCIATE' of a person means any other person who is associated with
the first within the meaning on Part 1.2 Division 2 of the
Corporations Law.
'BACKUP SERVICER FEE' means the fee payable to KPMG during the Period
of Appointment in relation to a Trust and being the greater of the
following amounts:
(a) the Manager's Fee payable in relation to that Trust during the
Period of Appointment; or
(b) such other fee as agreed upon between KPMG and Perpetual from
time to time.
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'BACKUP SERVICER STANDBY FEE' means such fee as agreed upon from time
to time between KPMG and the Manager and notified by the Manager to
Perpetual.
'DATE OF APPOINTMENT' means the date upon which Perpetual appoints
KPMG as Manager in respect of a Trust.
'DISTRIBUTION DATE' means, in relation to a Trust, any 'Distribution
Date' as defined in the Trust Deed establishing that Trust.
'FUTURE TRUST' means any future trust or arrangement which:
(a) establishes a mortgage backed securities program in respect of
which Perpetual is the trustee or custodian and Interstar is
the Manager; and
(b) Perpetual and Interstar declare in writing to be a 'Future
Trust' for the purposes of this agreement.
'INTERSTAR CUSTODIAL ARRANGEMENT' means the custodial arrangement as
established under the Interstar Custodial Deed.
'INTERSTAR CUSTODIAL DEED' means the Deed dated 5 July 1993 made
between Perpetual and ISS.
'INTERSTAR RD25 MASTER TRUST' means the Trust as established under
the Interstar RD25 Master Trust Deed.
'INTERSTAR RD25 MASTER TRUST DEED' means the Deed dated 19 June 1997
made between Perpetual and ISS.
'INVESTMENT MANAGEMENT AGREEMENT' means any agreement (other than a
Trust Deed) entered into between Perpetual and Interstar which
incorporates additional obligations of Perpetual and Interstar in
relation to a Trust.
'IRIS CUSTODIAL DEED' means the Deed dated 2 July 1993 made between
Perpetual and ISS.
'IRIS DD12 CUSTODIAL ARRANGEMENT' means the custodial arrangement as
established under the Iris Custodial Deed.
'IRIS DD14 CUSTODIAL ARRANGEMENT' means the custodial arrangement as
established under the Interstar DD14 Custodial Deed.
'IRIS DD14 CUSTODIAL DEED' means the Deed dated 11 July 1994 made
between Perpetual and ISS.
'MANAGER' means 'the Manager' for the time being under a Trust Deed.
'MANAGER'S FEE' means, in relation to a Trust, the 'Manager's Fee'
which is payable from time to time under the Trust Deed establishing
that Trust.
'PERIOD OF APPOINTMENT' means, in respect of a Trust, the period
commencing on and including the Date of Appointment in respect of
that Trust and expiring on and including the date upon which KPMG is
removed as the Manager.
'PERSON' includes a company, a body corporate, firm or body of
persons.
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'PREVIOUS BACKUP SERVICER AGREEMENT' means the Agreement dated 24
February 1998 between Perpetual, ISS and KPMG in respect of which
KPMG agreed to provide certain backup servicing facilities.
'TRUST' means any of the following:
(a) the ▇▇▇▇ ▇▇▇▇ Custodial Arrangement;
(b) the ▇▇▇▇ ▇▇▇▇ Custodial Arrangement;
(c) the Interstar Custodial Arrangement;
(d) the Interstar RD25 Master Trust; or
(e) a Future Trust.
'TRUST DEED' means any of the following:
(a) the Iris Custodial Deed;
(b) the ▇▇▇▇ ▇▇▇▇ Custodial Deed;
(c) the Interstar Custodial Deed;
(d) the Interstar RD25 Master Trust Deed; or
(e) the deed or agreement establishing a Future Trust.
'VOLUNTARY RETIREMENT CLAUSE' means the following clauses:
(a) in the case of the ▇▇▇▇ ▇▇▇▇ Custodial Arrangement - clause
19(1)(a)(vi) of the Iris Custodial Deed;
(b) in the case of the ▇▇▇▇ ▇▇▇▇ Custodial Arrangement - clause
19(1)(a)(vi) of the ▇▇▇▇ ▇▇▇▇ Custodial Deed;
(c) in the case of the Interstar Custodial Arrangement - clause
19(1)(a)(vi) of the Interstar Custodial Deed;
(d) in the case of the Interstar RD25 Master Trust - clause
24(1)(c) of the Interstar RD25 Master Trust Deed; and
(e) in the case of a Future Trust - the relevant clause or clauses
(if any) in the deed or agreement establishing a Future Trust
which permits Interstar as 'the Manager' to voluntarily retire
as 'the Manager' of that Future Trust.
(Extracts of the clauses referred to in paragraphs (a), (b), (c) and
(d) above are attached to this agreement).
1.2 Words importing the singular number include the plural and vice
versa.
1.3 The masculine gender includes the feminine and neuter genders and the
neuter gender includes masculine and feminine genders.
1.4 The headings of this agreement shall not affect the construction
thereof.
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2. KPMG AGREES TO ACT AS MANAGER
KPMG agrees with Perpetual and Interstar that in the event of:
(a) Interstar being removed as the Manager of a Trust; and
(b) Perpetual appointing KPMG as the new Manager of that Trust,
KPMG will act as the Manager of that Trust for the period from the
Date of Appointment until the date upon which KPMG is removed as the
Manager in accordance with the provisions of the Trust Deed
establishing that Trust.
3. KPMG WILL OBSERVE PROVISIONS OF TRUST DEED
3.1 Upon the appointment of KPMG as Manager of a Trust, KPMG shall be
bound by and observe and administer the rights, obligations and
discretions conferred on the Manager under the Trust Deed for that
Trust and any Investment Management Agreement relating to that Trust
as if KPMG was named in that Trust Deed and Investment Management
Agreement as the original Manager and was a party to that Trust Deed
and Investment Management Agreement in lieu of Interstar.
3.2 In the case of the appointment of KPMG as Manager of the Interstar
RD25 Master Trust, KPMG shall execute any Deed as required under
clause 24(7) of the Interstar RD25 Master Trust Deed (an extract of
clause 24(7) being attached to this agreement).
4. INTERSTAR AND PERPETUAL TO PROVIDE ACCOUNTS ETC TO KPMG
Upon the appointment of KPMG as Manager of a Trust:
(a) Interstar shall immediately provide to KPMG all accounts,
books, documents, records or other property whatsoever
relating to that Trust which are in Interstar's possession or
control and KPMG shall be authorised to enter upon the
premises of Interstar for the purpose of inspecting or
collecting such accounts, books, documents or records and
other property; and
(b) Perpetual shall promptly arrange for the preparation of and
provide to KPMG such accounts or information in relation to
that Trust as reasonably required by KPMG which are in
possession or control of Perpetual to enable KPMG to fulfil
its duties, obligations and discretions as Manager of that
Trust. Perpetual shall be entitled to engage any Person
including:
(i) any Associate of KPMG; or
(ii) the accounting firm known as 'KPMG',
to prepare such accounts or information.
5. APPOINTMENT OF ANOTHER MANAGER IN PLACE OF KPMG AND REMOVAL OF THE
ACCOUNTING FIRM 'KPMG' AS AUDITOR
5.1 After the Date of Appointment in respect of a Trust, Perpetual shall
use its best endeavours to promptly appoint another suitable Person
as Manager of that Trust in place of KPMG.
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5.2 In the event that:
(a) Perpetual proposes appointing KPMG as Manager in respect of a
Trust; and
(b) the accounting firm known as 'KPMG' is the auditor of that
Trust,
then, on or before the Date of Appointment in respect of that Trust,
Perpetual shall:
(c) remove the accounting firm 'KPMG' as auditor of that Trust;
and
(d) appoint a new auditor in accordance with the provisions of
that Trust Deed relating to that Trust.
5.3 In the event that:
(a) KPMG has been appointed as Manager of a Trust; and
(b) Perpetual gives written notice to KPMG that Perpetual
proposes appointing another Person as Manager of
that Trust,
then, pursuant to the Voluntary Retirement Clause for that Trust,
KPMG shall give to Perpetual 28 days' notice in writing (or such
other period of notice as Perpetual may agree) of the desire of KPMG
to retire as Manager.
5.4 Upon receipt of the notice from KPMG as referred to in clause 5.3,
Perpetual shall remove KPMG as Manager of that Trust with effect from
the date being 28 days after receipt of that notice.
6. REMOVAL OF KPMG AS MANAGER
6.1 The Trustee may remove KPMG as Manager of a Trust:
(a) as contemplated under clauses 5.3 and 5.4 of this
agreement; or
(b) otherwise in accordance with those provisions of the Trust
Deed or that Trust which entitle Perpetual to remove a
Manager.
6.2 KPMG shall not be entitled to give notice in writing to Perpetual
under a Voluntary Retirement Clause except as provided in clause 5.3.
7. INFORMATION ETC TO BE PROVIDED TO KPMG PRIOR TO DATE OF APPOINTMENT
Prior to the Date of Appointment in respect of a Trust, Interstar
shall:
(a) promptly provide to KPMG all information (including copies
of all books, records and accounts) in relation to that
Trust as reasonably required by KPMG from time to time to
assist KPMG in becoming or remaining familiar with the
systems, procedures and management of that Trust;
(b) upon reasonable notice, make all senior management staff of
Interstar available for interview by KPMG on matters
associated with systems, procedures and management of that
Trust; and
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(c) include KPMG or an officer of KPMG as an authorised
signatory to obtain access to any safety deposit facility
of Interstar in which backup computer data files in
relation to that Trust are stored.
8. BACKUP SERVICER STANDBY FEE
8.1 In consideration of KPMG agreeing to make itself available to act as
Manager of each Trust, Interstar shall, during the period prior to
the Date of Appointment in relation to a Trust, pay to KPMG the
Backup Servicer Standby Fee applicable for that Trust.
8.2 The Backup Servicer Standby Fee shall be due and payable by Interstar
to KPMG on 31 December in each year or at such other times as agreed
upon from time to time between Interstar and KPMG.
8.3 In the event of Interstar failing to pay to KPMG a Backup Servicer
Standby Fee for a Trust on the due date for payment then, subject to
KPMG giving written notice to Perpetual:
(a) that the Backup Servicer Standby Fee has not been paid on
the due date; and
(b) of the amount of the outstanding Backup Servicer Standby
Fee,
Perpetual shall deduct such outstanding amount from the next
Manager's Fee otherwise payable to Interstar in respect of that Trust
and pay that outstanding amount to KPMG.
8.4 In the event of KPMG having been appointed as Manager to only one or
two (but not all) of the Trusts then KPMG shall still be entitled to
receive a Backup Servicer Standby Fee in relation to the Trust or
Trusts in respect of which KPMG has not yet been appointed as a
Manager.
9. BACKUP SERVICER FEE
In consideration of KPMG acting as Manager of a Trust during the
Period of Appointment in respect of that Trust, Perpetual shall, on
each Distribution Date for that Trust, pay the amount of the Backup
Servicer Fee then payable to KPMG in respect of that Trust by way of
deducting that amount from the Manager's Fee payable on that
Distribution Date.
10. TERMINATION OF THIS AGREEMENT
This agreement may be terminated at any time prior to the Date of
Appointment for any Trust by Perpetual and Interstar giving written
notice to that effect to KPMG provided that:
(a) Interstar shall pay any outstanding Backup Servicer Standby
Fee to KPMG for the period until the date of termination;
and
(b) on the date of termination, KPMG shall return to Perpetual
and Interstar all books, records, accounts and other
information of whatever nature held by KPMG in relation to
the Trust.
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11. POWER OF ATTORNEY
11.1 For the purposes of enabling KPMG more readily to exercise its rights
and powers under this agreement, Interstar hereby appoints KPMG and
each Director and Secretary of KPMG severally as and to be the true
and lawful attorney of Interstar and on Interstar's behalf and in
Interstar's name or otherwise to:
(a) execute all such documents; and
(b) do all such acts and things,
as Interstar may be bound hereunder to so execute or do or as may be
expedient or required by KPMG for the full exercise of all or any of
the rights or remedies of KPMG under this agreement or for achieving
the objective set out in this agreement or for carrying into effect,
completing or facilitating anything done or proposed to be done by
the said attorney hereunder.
11.2 Interstar hereby ratifies and confirms and agrees to ratify and
confirm whatsoever the said attorney may so execute or do.
11.3 Until this agreement is terminated, the powers conferred by this
clause shall be irrevocable.
12. NOTICES
12.1 All notices or other communications required to be given or served
upon any party hereunder ('Recipient') shall, subject as hereinafter
provided, be in writing and delivered, transmitted by facsimile or
sent by registered or certified mail to the following addresses:
(a) if to Perpetual to it at:
Attention: Manager, Securitisation Services
Perpetual Trustees Victoria Ltd
Address: ▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Facsimile: (▇▇) ▇▇▇▇ ▇▇▇▇
(b) if to Interstar to it at:
Attention: The Managing Director
Interstar Securities (Australia) Pty Ltd
Address: ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Facsimile: (▇▇) ▇▇▇▇ ▇▇▇▇
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(c) if to KPMG to it at:
Attention: KPMG Corporate Finance (Aust) Pty Ltd
Address: ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Facsimile: (▇▇) ▇▇▇▇ ▇▇▇▇
or at such other address or facsimile number or marked for the
attention of such other person as may from time to time be notified
in writing by one party to the other.
12.2 Notices given by facsimile shall be deemed to have been served if the
transmission report states that it was sent in full and without error
to the facsimile number of the recipient. Any notice forwarded by
mail shall only be deemed to have been validly given upon the actual
receipt of that notice by the Recipient.
13. CONFIDENTIALITY
KPMG agrees for itself, its servants and agents (including its legal
representatives) that the terms and substance of this agreement and
all matters associated with and relating to this agreement and the
Trust shall be confidential and not be disclosed to any other Person
under any circumstances whatsoever without the written consent of
Interstar first had and obtained save for such disclosure:
(a) as may be required by law;
(b) to the legal representatives of KPMG retained for the
purpose of settling the terms of this agreement;
and
(c) to the Australian Taxation Office.
14. SEVERABILITY
If any provision or provisions of this agreement are held to be
invalid, illegal or unenforceable for any reason whatsoever
including, without limitation, any breach or infringement of the
Trade Practices Act 1974 as amended, then such provision, provisions
or part thereof as is invalid, illegal or unenforceable shall be
severed but the validity, legality and enforceability of the
remaining provisions shall not in any way be effected or impaired
thereby and this agreement shall be construed without reference to
such severed parts or provisions.
15. AMENDMENT TO THIS AGREEMENT
Perpetual, Interstar and KPMG may, by an agreement in writing
supplemental hereto and with the written consent of each Approved
Credit Rating Agency, amend, vary or add to this agreement.
16. TIME
Time shall be of the essence of this agreement.
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17. APPROPRIATE LAW
This agreement shall be construed in accordance with and governed by
the law of the State of Victoria and the parties hereto submit to the
jurisdiction of the Victorian Courts including all courts of appeal
therefrom.
18. MISCELLANEOUS
18.1 Each party hereby undertakes to sign and execute and do and perform
all such other documents, instruments, writings, acts, matters and
things as may be necessary or desirable to give effect to this
agreement.
18.2 No waiver by any party of any default or strict or literal
performance of or compliance with any provision or requirement herein
contained shall be deemed to be a waiver of strict and literal
performance of and compliance with any other provisions, term,
condition or requirement herein contained nor to be a waiver of or in
any manner a release of any party from strict compliance with any
provision, term or requirement in the future. Nor shall any delay or
omission of any party to exercise any right hereunder in any matter
impair the exercise of any right accruing to it thereafter.
18.3 Nothing herein contained shall be deemed or construed by the parties
hereto or by any other persons creating the relationship of
partnership or of principal and agent.
18.4 None of the terms and conditions or any act, matter or thing done
under or by virtue of or in connection with this agreement shall
operate as a merger of any of the rights and remedies of the parties
in or under this agreement but such rights and remedies shall, at all
times, continue in full force an effect.
19. PERPETUAL'S LIMITATION OF LIABILITY
(a) Perpetual enters into this agreement only in its capacity
as trustee of each Trust and in no other capacity. A
liability arising under or in connection with this
agreement can be enforced against Perpetual only to the
extent to which it can be satisfied out of property of the
relevant Trust out of which Perpetual is actually
indemnified for the liability. This limitation of
Perpetual's liability applies despite any other provision
of this agreement and extends to all liabilities and
obligations of Perpetual in any way connected with any
representation, warranty, conduct, omission, agreement or
transaction related to this agreement.
(b) The parties, other than Perpetual, may not ▇▇▇ Perpetual in
any capacity other than as trustee of the relevant Trust,
including seek the appointment of a receiver (except in
relation to property of the Trust) a liquidator, an
administrator or any similar person to Perpetual or prove
in any liquidation, administration or arrangement of or
affecting Perpetual (except in relation to property of the
Trust).
(c) The provisions of this clause 19 shall not apply to any
obligation or liability of Perpetual to the extent that it
is not satisfied because, under the trust deeds
establishing the Trusts or by operation of law, there is a
reduction in the extent of Perpetual's indemnification out
of the assets of the Trusts as a result of Perpetual's
fraud, negligence or breach of trust. For these purposes,
it is agreed that Perpetual cannot be regarded as being
fraudulent, negligent or in breach of
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trust to the extent to which any failure by Perpetual to
satisfy its obligations under this agreement has been
caused or contributed to by a failure by the Manger or any
other person to fulfil its obligations in relation to the
Trusts or any other act or omission of that Manager or any
other person.
20. TERMINATION OF PREVIOUS BACKUP SERVICER AGREEMENT
In accordance with clause 10 of the Previous Backup Servicer
Agreement, Perpetual and ISS hereby give notice to KPMG that the
Previous Backup Servicer Agreement is terminated with effect from the
date hereof provided that:
(a) ISS shall pay any outstanding 'Backup Servicer Standby Fee'
as defined in the Previous Backup Servicer Agreement to
KPMG for the period until the date of termination; and
(b) notwithstanding the provisions of clause 10(b) of the
Previous Backup Servicer Agreement, KPMG shall be entitled
to retain all books, records, accounts and other
information of whatever nature held by KPMG in relation to
the Trusts so as to enable KPMG to fulfil its duties and
obligations under the new Backup Servicer Agreement
constituted herein.
SIGNED as an agreement.
Signed in my presence of and on behalf of PERPETUAL )
TRUSTEES VICTORIA LTD by its Attorneys )
)
)
and )
)
)
who are personally known to me and each of whom declares )
that he/she has been duly appointed by the Board of )
Directors of that company as an Attorney of the company )
for the purposes of the Power of Attorney dated )
)
)
and he/she has no notice of revocation of his/her powers )
thereunder )
)
------------------------------------ ---------------------------------
Signature of Witness Signature of Attorney
------------------------------------ ---------------------------------
Full name of Witness Signature of Attorney
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THE COMMON SEAL of KPMG CORPORATE FINANCE (AUST) PTY )
LTD is duly affixed and witnessed by )
)
)
------------------------------- ---------------------------------
Signature of director Signature of director/company secretary
(Please delete as applicable)
------------------------------- ---------------------------------
Name of director (print) Name of director/company secretary (print)
------------------------------- ---------------------------------
Address of director (print) Address of director/company secretary (print)
THE COMMON SEAL of INTERSTAR SECURITIES PTY LTD is )
duly affixed and witnessed by )
)
)
------------------------------- ---------------------------------
Signature of director Signature of director/company secretary
(Please delete as applicable)
------------------------------- ---------------------------------
Name of director (print) Name of director/company secretary (print)
------------------------------- ---------------------------------
Address of director (print) Address of director/company secretary (print)
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THE COMMON SEAL of INTERSTAR SECURITIES (AUSTRALIA) )
PTY LTD is duly affixed and witnessed by )
)
)
------------------------------- ---------------------------------
Signature of director Signature of director/company secretary
(Please delete as applicable)
------------------------------- ---------------------------------
Name of director (print) Name of director/company secretary (print)
------------------------------- ---------------------------------
Address of director (print) Address of director/company secretary (print)
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EXTRACT OF CLAUSE 19(1)(A) OF THE IRIS DD12 CUSTODIAL DEED
RETIREMENT OR REMOVAL OF MANAGER
19. (1) (a) If the Manager:
(i) goes into liquidation or provisional
liquidation otherwise than for the
purpose of amalgamation or
reconstruction;
(ii) ceases to carry on business;
(iii) has a receiver appointed to the whole
or part of its assets and undertaking;
(iv) makes an assignment for the benefit of
or enters into a composition with its
creditors or stops payment or is
unable to pay its debts;
(v) fails or neglects to carry out its
duties hereunder;
(vi) gives to the Custodian six (6) months
notice in writing (or such shorter
notice as the Custodian may agree)
that it wishes to retire from the
management hereof,
then, and in any such event, the Custodian shall
discharge the Manager from its position as
Manager hereof and appoint any new company to be
the Manager hereof in its place (whereupon the
company so appointed shall be entitled to
exercise the powers and, with effect from the
date of such discharge, be bound to carry out
the duties conferred or imposed upon the Manager
by these presents).
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EXTRACT OF CLAUSE 19(1)(A) OF THE IRIS DD14 CUSTODIAL DEED
RETIREMENT OR REMOVAL OF MANAGER
19. (1) (a) If the Manager:
(i) goes into liquidation or provisional
liquidation otherwise than for the
purpose of amalgamation or
reconstruction;
(ii) ceases to carry on business;
(iii) has a receiver appointed to the whole
or part of its assets and undertaking;
(iv) makes an assignment for the benefit of
or enters into a composition with its
creditors or stops payment or is
unable to pay its debts;
(v) fails or neglects to carry out its
duties hereunder;
(vi) gives to the Custodian six (6) months
notice in writing (or such shorter
notice as the Custodian may agree)
that it wishes to retire from the
management hereof,
then, and in any such event, the Custodian shall
discharge the Manager from its position as
Manager hereof and appoint any new company to be
the Manager hereof in its place (whereupon the
company so appointed shall be entitled to
exercise the powers and, with effect from the
date of such discharge, be bound to carry out
the duties conferred or imposed upon the Manager
by these presents).
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EXTRACT OF CLAUSE 19(1)(A) OF THE INTERSTAR CUSTODIAL DEED
RETIREMENT OR REMOVAL OF MANAGER
19. (1) (a) If the Manager:
(i) goes into liquidation or provisional
liquidation otherwise than for the
purpose of amalgamation or
reconstruction;
(ii) ceases to carry on business;
(iii) has a receiver appointed to the whole
or part of its assets and undertaking;
(iv) make an assignment for the benefit of
or enters into a composition with its
creditors or stops payment or is
unable to pay its debts;
(v) fails or neglects to carry out its
duties hereunder;
(vi) gives to the Custodian six (6) months
notice in writing (or such shorter
notice as the Custodian may agree)
that it wishes to retire from the
management hereof,
then, and in any such event, the Custodian shall
discharge the Manager from its position as
Manager hereof and appoint any new company to be
the Manager hereof in its place (whereupon the
company so appointed shall be entitled to
exercise the powers and, with effect from the
date of such discharge, be bound to carry out
the duties conferred or imposed upon the Manager
by these presents).
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EXTRACT OF CLAUSE 24(1) OF THE INTERSTAR RD25 MASTER TRUST DEED
RETIREMENT OR REMOVAL OF MANAGER AND APPOINTMENT OF NEW MANAGER
24. (1) In the event that:
(a) an Insolvency Event occurs in relation
to the Manager;
(b) the Manager ceases to carry on business;
(c) the Manager gives to the Trustee six (6) months
notice in writing (or such shorter notice as the
Trustee may agree) that it wishes to retire from
the management hereof,
then, and in any such event, the Trustee shall remove the
Manager from its position as Manager hereof.
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EXTRACT OF CLAUSE 24(7) OF THE INTERSTAR RD25 MASTER TRUST DEED
RETIREMENT OR REMOVAL OF MANAGER AND APPOINTMENT OF NEW MANAGER
24. (7) The New Manager shall execute:
(a) a Deed in any form as the Trustee may reasonably
require in which the New Manager undertakes to
the Trustee and the Certificate Holders, jointly
and severally, all of the obligations of the
Manager under this deed; and
(b) a new Investment Management Agreement
on substantially the same terms as the
Investment Management Agreement with
the outgoing Manager.
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