Firstmac Mortgage Funding Trust No.4 Series Residential Mortgage-Backed Securities

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1 MAY 12, 2015 SEC Rule 17g-7 SEC Rule 17g-7 requires an NRSRO, for any report accompanying a credit rating relating to an asset-backed security as defined in the Rule, to include a description of the representations, warranties and enforcement mechanisms available to investors and a description of how they differ from the representations, warranties and enforcement mechanisms in issuances of similar securities. This is Standard & Poor s Ratings Services 17g-7 Disclosure Report for the transaction shown in the title above. Firstmac Mortgage Funding Trust No.4 Series Residential Mortgage-Backed Securities Primary Analyst: Fiona Otway, Melbourne fiona.otway@standardandpoors.com Analytical Manager: Luke Elder, Melbourne, luke.elder@standardandpoors.com

2 Table 1 # Benchmark Transaction Representations and Warranties 1 REPRESENTATIONS & WARRANTIES OF THE [Seller/Originator] 2 For the purposes of clause # of the Master Trust Deed, [Seller/Originator], in its capacity as the Approved Seller, makes the following representations and warranties in relation to a Sale Notice given by it and the Receivables and Receivable Rights referred to in that Sale Notice. 3 (Assignability) All consents required in relation to the assignment of the Receivables and the related Receivable Rights specified in the Sale Notice have been obtained. Those Receivables and Receivable Rights are assignable. 4 (Quality of Title) It is the sole, legal and beneficial owner of the Receivables and the related Receivable Rights specified in the Sale Notice. Those Receivables and the related Receivable Rights, together with the interest of [Seller/Originator] under the Relevant Documents, are owned by it free and clear of any Security Interest (other than any Security Interest arising solely as the result of any action taken by the Trustee). 5 (Eligible Receivable) As at the Cut-Off Date, each Receivable which is specified in the Sale Notice is an Eligible Receivable. In relation to any related Receivable Security that is required to be registered with any Governmental Agency and which is not registered at the Cut-Off Date, it will be registered. 6 (Receivable Securities) Each Receivable, Receivable Security and Related Security which is specified in the Sale Notice is valid, binding and enforceable against the relevant Obligor(s) in all material respects except to the extent that it is affected by laws relating to creditors rights generally, or doctrines of equity. 7 (Set Off) Once equitably assigned to the Trustee, no Receivable or Receivable Right which is specified in the Sale Notice will be subject to any right of rescission, set off, counterclaim or similar defence. No Receivable or Receivable Right which is specified in that Sale Notice is subject to, or affected by, any interest off-set arrangement or right. This representation is subject to any set off or other arrangement arising under a Loan Offset Deposit Account in respect of any Loan Offset Interest Amount. 8 (Compliance with Laws) At the time each Receivable and Receivable Security which is specified in the Sale Notice and each Related Security was entered into, it complied in all material respects with applicable laws, including, without limitation, where the Consumer Credit Legislation applies, the Consumer Credit Legislation. REPRESENTATIONS & WARRANTIES OF THE Seller The Seller represents and warrants to the other parties to this deed that: it is lawfully entitled to assign each Receivable upon the terms and conditions of the Receivables Transfer Statement and no consent to the sale and assignment of any Receivable or notice of that sale and assignment is required to be given by or to any person including, without limitation, any Debtor it has good title to each Receivable specified in the Receivable Transfer Statement, free of any Encumbrance (other than a Permitted Encumbrance); upon acquisition pursuant to a Redesignation of any Receivable in accordance with clause 16 ( Disposal of Receivables ) of the Master Trust Deed, FirstMac will receive good title to such Receivables free of any Encumbrance (other than a Permitted Encumbrance); each Receivable specified in a Receivables Transfer Statement is enforceable in accordance with its terms against the relevant Debtor each Receivable specified in a Receivables Transfer Statement was not entered into in contravention of any applicable law which would result in a Material Adverse Effect; See Disclaimer on the last page. Page 2

3 9 (Ownership) In relation to each Receivable Security which is specified in the Sale Notice the relevant Obligor(s) is or are the sole legal owner of the relevant Mortgaged Property and registered as the sole proprietor(s) of the relevant Mortgaged Property. 10 (No void transactions) The assignment of the Receivables and Receivable Rights which are specified in the Sale Notice will not be held by a court to be an undervalue transfer, a fraudulent conveyance, or a voidable preference under any law relating to insolvency. 11 (Security Interest) The sale, transfer and assignment of [Seller/Originator] interest in the Receivables and the related Receivable Rights which are specified in a Sale Notice, will not constitute a breach of any Relevant Document or [Seller/Originator] obligations or a default by [Seller/Originator] under any Security Interest. 12 (Relevant Documents) [Seller/Originator] holds in its possession or control all Relevant Documents that relate to the Receivables and the related Receivable Securities which are specified in the Sale Notice necessary to enforce the provisions of and the security created by the relevant Receivable Securities. 13 (No rescission, etc.) As at the Cut-Off Date, none of the Receivables or Receivable Securities which are specified in the Sale Notice were satisfied, cancelled, discharged or rescinded and the Mortgaged Property relating to each relevant Receivable and Receivable Security had not been released from the security of the relevant Receivable Securities. 14 (Ordinary Course of Business) Between the Cut-Off Date and the Closing Date, [Seller/Originator] dealt with the Receivables and the Receivable Securities specified in the Sale Notice in the ordinary course of its business. the sale of the relevant Receivable would not be held by a court to constitute a transaction at an undervalue, a fraudulent conveyance or a voidable preference under any insolvency laws. 15 An Eligible Receivable means a Loan which, as at the Cut Off Date for that Loan: 16 is denominated and payable only in [country] dollars in [country] 17 is secured by a Receivable Security that constitutes a first ranking mortgage over Land or an interest in a company tide scheme with respect to Land and situated in [country] which is or will be registered or lodged for registration under the Real Property Legislation, or where a Receivable Security is not, or will not be when registered, a first ranking mortgage, the relevant Sale Notice includes an offer in relation to all prior ranking registered mortgages; 18 is secured by a Receivable Security over a Mortgaged Property which has erected on it a residential dwelling; 19 has an LVR less than or equal to #%; 20 was approved and originated by [Seller/Originator] in the ordinary course of its business; See Disclaimer on the last page. Page 3

4 21 under which the relevant Obligor does not owe more than [country] dollars in [country]; 22 the relevant Obligor in respect of which was required to repay the Receivable within # years of the Cut-Off Date; 23 is not in Arrears for more than # consecutive days; 24 the sale of an equitable interest in, or the sale of an equitable interest in any related Receivable Security, does not contravene or conflict with any law; 25 together with the related Receivable Security, has been or will be stamped, or has been taken by the relevant stamp duties authority to be stamped, with all applicable duty; 26 is not a Loan with an interest only payment period of more than # years; 27 the relevant Obligor in respect of which is a resident of [country]; 28 is fully drawn; 29 the Mortgage Loan is a legal, valid and binding obligation of the Obligor, enforceable in accordance with its terms against the Obligor; and 30 at the time it was entered into, the Property the subject of the Related Security was insured under a General Insurance Policy. 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; it has power to enter into and observe its obligations under this deed and to carry out the transactions contemplated by it; each authorisation which is required in relation to: (i) the execution, delivery and performance by it of this deed and the transactions contemplated by it; and (ii) the validity and enforceability of it, has been obtained or effected and each is in full force and effect. It has complied with such authorisation and has paid all applicable fees for each of them; its obligations under this deed are valid and binding and are enforceable against it in accordance with their terms (subject to laws relating to insolvency and creditors rights generally including the PPSA); the execution, delivery and performance by it of this deed do not and will not violate in any respect any material provision of: (i) any law, regulation, authorisation, ruling, consent, See Disclaimer on the last page. Page 4

5 judgement, order or decree of any Governmental Agency; or (ii) the constitution of the Trust; no Insolvency Event has occurred in respect of it; each Receivable specified in a Receivables Transfer Statement was entered into in good faith; no Debtor was required to open or maintain a deposit account with the relevant FirstSub in relation to or as a precondition of entering into each relevant Receivable; no notice of insolvency or bankruptcy of any Debtor has been received nor any notice that any Debtor does not have the legal capacity to enter into any relevant Receivable, which is an Asset of the Series; other than in respect of priorities granted by statute (other than the PPSA), it has not received notice from any person that claims to have an Encumbrance ranking in priority to or equal with any relevant Receivable, which is an Asset of the Series, or its Related Security (if any); except if a relevant Receivable is subject to a fixed rate of interest at any time and except as may be provided by applicable laws or any provision of any law, regulation or code of conduct which is binding on it, the interest payable on the Receivable, which is an Asset of the Series, 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 each such Receivable and any change will be effective on notice being given to the Debtor in accordance with the terms of any such Receivable; at the time each Receivable, which is an Asset of the Series, was entered into, all necessary steps were taken to ensure that the related Mortgage complied with all legal requirements applicable at that time to be a first ranking registered mortgage (subject to any statutory charges, any prior charges of a body corporate, service company or equivalent, whether registered or otherwise) secured over Land, subject to stamping and registration in due course; See Disclaimer on the last page. Page 5

6 Enforcement Mechanism(s) 31 Breach of representations and warranties [in relation to a Purchase Receivable or other Receivable Rights] 32 (Offer and acceptance) If: (A) such a representation and warranty is incorrect; (B) the [Seller/Originator] gives or receives a notice under paragraph # not later than # Business Days before # days after the relevant Closing Date; and (C) the Trustee does not waive that breach, or the [Seller/Originator] does not remedy the breach to the satisfaction of the Trustee, within the period of # Business Days referred to above, or such longer time as the Trustee in its absolute discretion permits, then, without any action being required by either party: (D) the [Seller/Originator] shall be taken to have offered to repurchase the relevant Purchased Receivables and related Receivable Rights: (1) where it gives a notice under subparagraph # on the date which is the earlier of the date specified in that notice and # Business Days after that notice is given; or (2) otherwise, on the date which is # Business Days after the notice it receives or should have given (as the case may be) under paragraph B (in either case, the Repurchase Date) for an amount equal to its Unpaid Balance; (E) the Trustee, by not waiving the breach or agreeing to a longer time as referred to in paragraph (C) above, shall be taken to have accepted that offer; (F) the Trustee shall be entitled to: (1) all Collections received in relation to the relevant Purchased Receivable and the related Receivable Rights on and from the Closing Date to (but excluding) the Repurchase Date; and (2) the Unpaid Balance of the relevant Purchased Receivable as at the Repurchase Date; and (G) the Seller/Originator shall pay to the Trustee the Unpaid Balance as at the Repurchase Date of that Receivable within # Business Days of the Repurchase Date, together with any relevant break costs for which the [Seller/Originator] is liable in relation to the prepayment of any Hedge Agreement for the relevant Trust. 33 (Effect of repurchase) On payment of the amount under paragraph #: (A) the Trustee shall cease to have any interest in the relevant Purchased Receivables and related Receivable Rights; and (B) the Approved Seller shall hold both the legal and beneficial interest in those Receivables and Receivable Rights and be entitled to all interest and fees that accrue in respect of them from (and including) the Repurchase Date; and (C) no rights or interest under or in respect of those Receivables or Receivable Rights shall form part of the relevant Trust Back Assets. 34 (Other breach) Except where paragraph # applies, the Trustee s rights in relation to a breach of a representation or warranty shall give rise only to a claim for damages. 35 (Limit on damages) Subject to clause #, the maximum amount that a [Seller/Originator] may become obliged to pay to the Trustee in relation to the breach of any representation or warranty relating to a Purchased Receivable, a Purchased Receivable Security or other Receivable Rights is an amount equal to the Unpaid Balance of that Receivable at the time the Approved Seller pays the damages. 36 (Conditions precedent to damages) No [Seller/Originator] shall be obliged to pay any damages for a breach of representation or warranty under any transaction document, or any indemnity in Breach of representations and warranties The Seller indemnifies each party to this deed and each of their successors and assigns against any liability or loss arising from, and any costs, charges and expenses incurred in connection with any breach by it of any representation or any failure by it to comply with its obligations under this deed and the Master Trust Deed 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 this deed 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. See Disclaimer on the last page. Page 6

7 relation to such breach, unless: (A) the Trustee first establishes that there has been a breach that has caused loss; (B) the damages or indemnity claimed represent no more than the loss incurred as a result of the breach; (C) the Trustee first gives the [Seller/Originator] a written notice specifying: (1) the quantum of the claim; and (2) the basis of the claim. 37 (Payment) Where a [Seller/Originator] is liable to pay damages under this clause, it shall make such payment within # Business Days of receipt by the [Seller/Originator]of a notice that complies with paragraph #. 38 Indemnification 39 Without limiting any other rights which the Trustee may have under any Transaction Document or under applicable law, each [Seller/Originator] agrees to indemnify the Trustee from and against any and all damages, losses, claims, liabilities and related costs and expenses including legal costs and expenses on a full indemnity basis the Trustee may sustain or incur as a direct or indirect consequence of: (A) the breach of any representation or warranty or undertaking made by that [Seller/Originator] under or in connection with any transaction document, or any other information or report delivered by that [Seller/Originator] under any transaction document, being false or incorrect in any respect when made or deemed made or delivered; (B) the failure by that [Seller/Originator] (whether before or after the relevant closing date) to comply with any applicable law, rule or regulation with respect to any Receivable Security, including without limitation the nonconformity of any Receivable Security or the related Receivable with any such applicable law, rule or regulation; and (C) any dispute, claim, offset or defence of the Obligor to the payment of any Purchased Receivable security which results from a breach by the [Seller/Originator] under any Transaction Document. To the extent that the matters referred to in paragraph # are covered by clause #, clause # shall apply. 40 A [Seller/Originator] shall not be obliged to pay any indemnity for a breach of representation or warranty under any Transaction Document, unless: (A) the Trustee first establishes that there has been a breach that has caused loss; (B) the indemnity claimed represents no more than the loss incurred as a result of the breach; and (C) the Trustee first gives the [Seller/Originator] a written notice specifying: (1) the quantum of the claim; and (2) the basis of the claim. 41 (Payment) Where a [Seller/Originator] is liable to pay damages under this clause, it shall make such payment within # Business Days of receipt by the [Seller/Originator] of a notice that complies with paragraph #. See Disclaimer on the last page. Page 7

8 Table 2 # Benchmark Transaction Representations and Warranties 42 [Servicer] makes the following representations and warranties for the benefit of others: Each Servicer represents and warrants to FirstMac that the Receivables of each Series to which it has been appointed as Servicer pursuant to this deed are managed in accordance with: (a) this deed; (b) the requirements of the Servicing Procedures; and (c) the requirements of any relevant Insurance Policy. Each Servicer represents and warrants to FirstMac that: 43 (status) it is a corporation duly incorporated and existing under the laws of its place of incorporation and [country]; 44 (power) it has the power to enter into and perform its obligations under each Transaction Document to which it is a party, to carry out the transactions contemplated by this deed and to carry on its business as now conducted or contemplated; 45 (corporate authorisations) it has taken all necessary action to authorise the entry into and performance of each Transaction Document to which it is a party and to carry out the transactions contemplated by such Transaction Documents; (due incorporation) it is validly incorporated and existing under the laws pursuant to which it purports to have been incorporated; (power) it has full power and authority to enter into and perform its obligations under this deed; (corporate power) it has the corporate power to own its assets and to carry on its business as it is now being conducted and the business proposed to be conducted under this deed; (corporate action) it has taken all necessary action to authorise the execution, delivery and performance of this deed in accordance with its terms and no additional approval or consent of any person is required 46 (obligations binding) its obligations under each Transaction Document to which it is a party are legal, valid, binding and enforceable in accordance with their respective terms; 47 (transactions permitted) the execution and performance by it of each Transaction Document to which it is a party and each transaction contemplated under those documents will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under any provision of its memorandum or articles of association, or any other document or agreement which is binding on it or its assets, which is material in the context of performing its duties under each Transaction Document to which it is a party; 48 (authorisations) it holds all Authorisations necessary to carry on its business and to act as required by each Transaction Document to which it is a party and by law to comply with the requirements of any legislation and subordinate legislation (including, without limitation and to the extent relevant, any Consumer Credit Legislation); (valid obligations) this deed constitutes its legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with its terms Not included in the transaction (licences, etc) it holds all registrations, licenses, approvals and permits necessary for it lawfully to carry on its business and to act as required by this deed; and (Consumer Credit Code) it has complied in all respects with the Consumer Credit Code and has not performed any act, and is not guilty of any omission, which would constitute a breach of the Consumer Credit Code. (Servicer Termination Event) no Servicer Termination Event has occurred; See Disclaimer on the last page. Page 8

9 Enforcement Mechanism(s) 49 Indemnity Each Servicer agrees to indemnify FirstMac against any loss, cost, expense, damage or action which FirstMac may suffer or incur as a result of a breach by the relevant Servicer of any of its representations, warranties, undertakings or covenants contained in this deed except to the extent that any such loss, cost, expense, damage or action was caused by the fraud, gross negligence or wilful default of FirstMac. 50 Subject to the # provision of this clause, the Servicer fully indemnifies the Trustee from and against any expenses, loss, damage or liability which the Trustee may incur as a consequence of a Servicer Transition Event, or a failure by the Servicer to perform its duties under this agreement, including without limitation, a failure to deliver the Relevant Documents to the Trustee when it is required to do so or keep the Receivables Register in accordance with this agreement. 51 Definition: Servicer Transfer Event means any representation, warranty or certification made by the Servicer is incorrect when made and is not waived by the Trustee or remedied to the Trustee s reasonable satisfaction within # days after notice from the Trustee, and the Trustee determines that breach would have an Adverse Effect. If any of the following occurs: c) (Servicer Termination Event) a Servicer Termination Event has occurred in respect of the Series and, if capable of remedy, has not been remedied within 21 days of the occurrence of the Servicer Termination Event; It is a Servicer Termination Event in respect of a Series if: (b) any representation or warranty or agreement by the relevant Servicer in or in connection with the execution, delivery or performance of this deed in respect of that Series is untrue or incorrect in any material respect and either: (i) such inaccuracy is not remedied to the satisfaction of the Security Trustee (the Security Trustee may conclusively rely on the opinion or advice of any legal or other advisers of the Security Trustee or FirstMac in this regard) within 30 days of notice of such inaccuracy by FirstMac to the relevant Servicer; or (ii) the relevant Servicer has not paid an amount to FirstMac representing the loss suffered by FirstMac as a result of that inaccuracy (being an amount agreed between the relevant Servicer and the Security Trustee or, failing agreement, by FirstMac s auditors) within 30 days of notice of such inaccuracy by FirstMac to the relevant Servicer FirstMac must notify the Security Trustee and the Standby Servicer promptly upon becoming aware of the occurrence of a Servicer Termination Event in respect of that Series and FirstMac and the relevant Servicer must use their best endeavours (to the extent that they are then able) to assist the Security Trustee to appoint a person to replace the relevant Servicer as servicer of the Receivables under this deed. Table 3 # Benchmark Transaction Representations and Warranties The Manager warrants to, and agrees with, FirstMac that except as may be disclosed in writing by the Manager to FirstMac at any time, the following are, and during the term of this deed will at all times remain, true and correct in all material respects: that the Manager holds and will at all times during the term of this deed hold any licences, registrations, See Disclaimer on the last page. Page 9

10 certificates, permits and authorities necessary to carry on its business and to act as required by this deed and by law and it must punctually comply with the requirements of any legislation; that the Manager is, and at all times during the term of this deed will remain, solvent and no petitions to wind it up have been presented; that the Manager does and will at all times comply with good business standards; that the Manager possesses and will use sufficient skill, judgment and ability to fully discharge its obligations under this deed; and that the Manager will not, in performing its duties under this deed, take any action that would cause FirstMac to be in violation of any Australian law, rule or regulation applicable to FirstMac. The Manager represents and warrants to FirstMac that: it has been duly incorporated and validly existing pursuant to which it purports to have been incorporated, is validly existing under those laws and has power and authority to carry on its business as it is now being conducted; it has power to enter into and observe its obligations under the Transaction Documents to which it is a party; it has in full force and effect the authorisations necessary to enter into the Transaction Documents to which it is a party, observe obligations under them and allow them to be enforced; 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; no Manager Termination Event has occurred and is subsisting; it has complied in all respects with the Consumer Credit Code and has not performed any act, and is not guilty of any omission, in each case with respect to its obligations under this deed, which would constitute a breach of the Consumer Credit Code; and the Transaction Documents to which it is a party and the transactions under them do not contravene its constituent documents or any law, regulation or official directive or any of its obligations or undertakings by which it or any of its assets are bound, or cause a limitation on its powers or the powers of its directors to be exceeded. See Disclaimer on the last page. Page 10

11 Enforcement Mechanism(s) Upon the occurrence of a Manager Termination Event, FirstMac and the Manager acknowledge and agree that the Security Trustee must terminate by notice to the Manager its appointment as Manager in respect of the Relevant Series or each Relevant Series, as the case may be, under this deed. Each Manager agrees to comply with the terms of any such notice. Upon service of the notice of termination in accordance with this clause 6.2 ( Termination by Security Trustee ), the Security Trustee will as soon as practicable procure the appointment of a replacement manager. Pending any such appointment, FirstMac must act as Manager. It is a Manager Termination Event in respect of a Relevant Series if: (b) any representation or warranty by the Manager in or in connection with the execution, delivery or performance of this deed in respect of the Relevant Series is untrue or incorrect in any material respect and either: (i) such inaccuracy is not remedied to the satisfaction of the Security Trustee (the Security Trustee may conclusively rely on the opinion or advice of any legal or other advisers of the Security Trustee or FirstMac in this regard) within 30 days of notice of such inaccuracy by FirstMac or the Security Trustee to the Manager; or (ii) the Manager has not paid an amount to FirstMac representing the loss suffered by the Company as a result of that inaccuracy (being an amount agreed between the Manager and the Security Trustee or, failing agreement, by FirstMac s auditors) within 30 days of notice of such inaccuracy by FirstMac to the Servicer; The Manager agrees to indemnify FirstMac against any loss, cost, expense, damage or action which FirstMac may suffer or incur as a result of a breach by the Manager of any of its representations, warranties or undertakings contained in this deed except to the extent that any such loss, cost, expense, damage or action was caused by the fraud, gross negligence or wilful default of FirstMac. Table 4 # Benchmark Transaction Representations and Warranties Each of the Servicer and Manager represents and warrants to FirstMac that, on the Settlement Date for a Receivable which is originated by the relevant Originator, the following will be true and correct (or was true, in respect of Receivables Settled prior to the See Disclaimer on the last page. Page 11

12 application of this deed to such Receivables) in all material respects in respect of that Receivable: the Receivable was not entered into in contravention of any applicable law which would result in a Material Adverse Effect the Receivable is enforceable in accordance with its terms against the relevant Debtor the Receivable is an Eligible Receivable the Receivable was entered into in good faith in the ordinary course of business and in accordance with any procedures specified in any lending manual or similar document containing current procedures and/or credit guidelines for originating loans as provided to the Originator by the Servicer; the Receivable was entered into in good faith no Debtor was required to open or maintain a deposit account with the relevant Originator in relation to or as a precondition of entering into the Receivable since the Receivable was entered into, the relevant Originator has, in respect of that Receivable, complied with the Servicing Procedures no notice of insolvency or bankruptcy of the Debtor has been received nor any notice that the Debtor does not have the legal capacity to enter into the Receivable the relevant Originator holds its right, title and interest in, to and under the Receivable as bailee of FirstMac, and that, to its knowledge, on the date that the Receivable is acquired by FirstMac, no Encumbrance exists in relation to its right, title and interest in the Receivable the Custodian holds, in accordance with the Servicing Procedures, all documents necessary to enforce the provisions of, and the security created by, the Receivable and each Related Security (if any) See Disclaimer on the last page. Page 12

13 other than in respect of priorities granted by statute, it has not received notice from any person that claims to have an Encumbrance ranking in priority to or equal with the Receivable or Related Security except if the Receivable is subject to a fixed rate of interest at any time and except as may be provided by applicable laws or any provision of any law, regulation or code of conduct which is binding on the Originator, the interest payable on the Receivable 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 Receivable and any change will be effective on notice being given to the Debtor in accordance with the terms of the Receivable at the time the Receivable was entered into, all necessary steps were taken to ensure that the related Mortgage complied with all legal requirements applicable at that time to be a first ranking registered mortgage (subject to any statutory charges, any prior charges of a body corporate, service company or equivalent, whether registered or otherwise), secured over Land, subject to stamping and registration in due course; and it is not subject to an Insolvency Event. Each of the Servicer and the Manager represents and warrants that: each Originator is validly incorporated and existing under the laws pursuant to which it purports to have been incorporated each Originator has the corporate power to own its assets and to carry on its business as it is now being conducted and the business proposed to be conducted under this deed each Originator has full power and authority to enter into and perform its obligations under this deed each Originator has taken all necessary action to authorise the execution, delivery and performance of this deed in accordance with its terms and no additional approval or consent of any person is required this deed constitutes each Originator s legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with its terms, subject to principles of equity and laws generally affecting creditors rights no Originator Termination Event has occurred in respect of each Originator See Disclaimer on the last page. Page 13

14 each Originator holds all registrations, licences, approvals and permits necessary for it lawfully to carry on its business and to act as required by this deed each Originator has complied in all respects with the Consumer Credit Code and has not performed any act, and is not guilty of any omission, which would constitute a breach of the Consumer Credit Code Enforcement Mechanism(s) The Servicer and Manager agree to indemnify FirstMac against any loss, cost, expense, damage or action which FirstMac may suffer or incur as a result of a breach by the Servicer and Manager of any of its representations, warranties, undertakings or covenants contained in this deed, except to the extent that any such loss, cost, expense, damage or action was caused by the fraud, gross negligence or wilful default of FirstMac, the Servicer, the Manager or any of their officers, employees or agents. See Disclaimer on the last page. Page 14

15 Table 5 Benchmark In respect of the [derivative contract] entered into by the Issuer, [the derivative counterparty] makes the representations set out in Section 3 of the ISDA Master Agreement. # Transaction In respect of the Interest Rate Swap entered into by the Issuer, the Interest Rate Swap Counterparty makes the representations set out in Section 3 of the ISDA Master Agreement. Payer Representations. For the purpose of Section 3(e) of this Agreement, each of Party A and Party B makes the following representation: It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on: (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice to its legal or commercial position Payee Representations. For the purpose of Section 3(f) of this Agreement: (i) Party A makes the following representation: It is an Australian resident and does not derive the payments under this Agreement in part or whole in carrying on business in a country outside Australia at or through a permanent establishment of itself in that country Additional Representation will apply. For the purpose of Section 3 of this Agreement, the following will constitute an Additional Representation: See Disclaimer on the last page. Page 15

16 Relationship Between the Parties. Each party will be deemed to represent to the other on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction): Enforcement Mechanism(s) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary (and, in the case of Party B, based on advice and directions received from the Manager). It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction. Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice and, in the case of Party B, based on advice and directions received from the Manager), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction. Status of Parties. In the case of: (aa) Party A, the other parties are not acting as a fiduciary for or an adviser to it in respect of that Transaction; (ab) the Manager, the other parties are not acting as a fiduciary for or an adviser to it in respect of that Transaction; and (ac) Party B, the other parties are not acting as a fiduciary for it or an adviser to it in respect of that Transaction (except that Party B enters into each Transaction at the direction of the Manager) and it enters into that Transaction as trustee of the Trust. Breach of any representation by the [derivative counterparty] constitutes an Event of Default under Section 5 of the ISDA Master Agreement, entitling the Issuer to terminate the [derivative contract] early, whereupon an early termination payment may be payable to, or by, the Issuer. Such payments will be Breach of any representation by the Interest Rate Swap Counterparty constitutes an Event of Default under Section 5 of the ISDA Master Agreement, entitling the Issuer to terminate the Interest Rate Swap early, whereupon an early termination payment may be payable to, or by, the Issuer. Such payments See Disclaimer on the last page. Page 16

17 measured and paid as described in Section 6(e) of the ISDA Master Agreement. will be measured and paid as described in Section 6(e) of the ISDA Master Agreement. The language in Standard & Poor s Ratings Services 17g-7 Benchmark reflects representations, warranties and enforcement mechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbers have been replaced by a number symbol (Example: Section 5 now reads as Section # ). Proper nouns have been replaced with the bracketed name of the role the entity plays in the transaction (Example: ABC Corp now reads as [Seller]). Numbers or amounts specific to a deal have been replaced with a number symbol (Example: more than 30% now reads as more than #% ). Non-numerical characteristics have been replaced by a generic description (Example: financing of agricultural and construction equipment now reads as financing of [type of] equipment ). This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legal advice. See Disclaimer on the last page. Page 17

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