{"id":1269,"date":"2024-06-13T22:11:57","date_gmt":"2024-06-13T10:11:57","guid":{"rendered":"https:\/\/etrans.com.au\/?page_id=1269"},"modified":"2024-06-18T16:36:51","modified_gmt":"2024-06-18T04:36:51","slug":"master-agreement","status":"publish","type":"page","link":"https:\/\/etrans.com.au\/en\/master-agreement\/","title":{"rendered":"Master Agreement"},"content":{"rendered":"\t\t
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Master Agreement<\/span><\/b>\u00a0<\/span><\/p>

Warning<\/span><\/b><\/p>

\u00a0<\/span>The transactions governed by this Master Agreement for foreign currency\u00a0<\/span>transactions. Foreign currency transactions involve the risk of loss from\u00a0<\/span>various events, including movements in exchange rates. You should not enter\u00a0<\/span>these transactions if you do not understand the risks.<\/span><\/p>

\u00a0<\/span>This document does not constitute advice and has been prepared without\u00a0<\/span>taking into account your objectives, financial situation or needs. Before\u00a0<\/span>entering into this document, E-TRANS recommends that you consider whether it is\u00a0<\/span>appropriate for your circumstances and seek independent legal and financial\u00a0<\/span>advice.<\/span><\/p>

\u00a0<\/span>You should consider the Product Disclosure Statement or other disclosure\u00a0<\/span>document in full before making any decisions regarding the products available\u00a0<\/span>under this Master Agreement. Any such product is issued by E-TRANS.<\/span><\/p><\/div>

\u00a0<\/span><\/p>

1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span><\/b>Definitions and interpretation<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

1.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Definitions<\/span><\/p>

The meanings of\u00a0the terms used in this agreement are set out below:<\/span>\u00a0<\/span><\/p>

Bankrupt<\/span><\/b> has the meaning given to it in the Bankruptcy Act 1966 (Cth).<\/span>\u00a0<\/span><\/b><\/p>

Business Day<\/span><\/b> a day other than a Saturday or Sunday on which we are\u00a0open for normal banking business in the place(s) specified in the relevant\u00a0Confirmation. If no place is specified in a Confirmation the relevant place\u00a0will be Melbourne.<\/span>\u00a0<\/span><\/b><\/p>

Confirmation<\/span><\/b> a document (including in electronic form) sent by us\u00a0confirming the details of any Transaction.<\/span>\u00a0<\/span><\/p>

E-TRANS<\/span><\/b> means E-TRANS its subsidiary companies or its related group companies.\u00a0person includes an individual, a firm, a body corporate, an unincorporated\u00a0association or an authority.<\/span>\u00a0<\/span><\/p>

Event of Default<\/span><\/b> any of the events referred to in clause 7.1, and any\u00a0event or circumstance that with notice, time or the fulfilment of any condition\u00a0may constitute any of the events referred to in clause 7.1.<\/span>\u00a0<\/span><\/p>

Guarantor<\/span><\/b> any person that gives us a Guarantee (including an indemnity or surety)\u00a0and\/or Security for your obligations under this Master Agreement and Guarantee\u00a0means that guarantee or Security.\u00a0<\/span>Insolvent\u00a0<\/span>includes being unable to pay debts as they fall due, insolvent (as defined in\u00a0<\/span>the\u00a0<\/span>Corporations Act\u00a0<\/span>2001 (Cth)), bankrupt, in receivership, subject to statutory management, under\u00a0<\/span>administration or reconstruction, in liquidation, deregistered, wound up,\u00a0<\/span>dissolved, or subject to any arrangement or assignment for the benefit of\u00a0<\/span>creditors or compromise or composition with creditors.\u00a0<\/span>\u00a0<\/span><\/p>

Security <\/span><\/b>includes any security interest (as that term is defined in section 12 of\u00a0the Personal\u00a0<\/span>Property\u00a0<\/span>Securities Act 2009 (Cth)), mortgage, charge (whether fixed or floating),\u00a0<\/span>encumbrance, lien, pledge, hypothecation, finance lease, deferred purchase,\u00a0<\/span>sale and repurchase, sale and leaseback, title retention, “flawed\u00a0<\/span>asset” arrangement, right of setoff or any other arrangement (however\u00a0<\/span>described) which in effect is, or has the commercial effect of a security.\u00a0<\/span>\u00a0<\/span><\/b><\/p>

Transaction<\/span><\/b> an individual foreign exchange or derivative\u00a0transaction entered into by you under the terms of this Master Agreement or\u00a0that you and we agree is a transaction for the purpose of this Master\u00a0Agreement.\u00a0<\/span>\u00a0<\/span><\/p>

Trust\u00a0<\/span><\/b>any trust named at the beginning of this document as “Customer”.\u00a0<\/span>\u00a0<\/span><\/p>

Trust Deed<\/span><\/b> the trust deed under which the Trust was established, referred to at\u00a0the beginning of this document.<\/span>\u00a0<\/span><\/p>

we <\/span><\/b>or\u00a0us E-TRANS and its successors and assigns.\u00a0<\/span>\u00a0<\/span><\/p>

you\u00a0<\/span><\/b>the person or persons named in the Schedule as “Customer”, including\u00a0your successors and assigns.\u00a0<\/span>\u00a0<\/span><\/b><\/p>

\u00a0<\/span><\/b>1.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Interpretation\u00a0<\/span>In this Master\u00a0<\/span>Agreement, unless the context requires otherwise:<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>References to clauses are to clauses of this Master Agreement.\u00a0<\/span><\/p>

(b)\u00a0<\/span>\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0<\/span>Derivatives\u00a0<\/span>of any defined word or term will have a corresponding meaning.<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>References\u00a0to documents and legislation extend to changes, updates and replacements.<\/span><\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>The\u00a0headings to clauses will be ignored in interpreting this Master Agreement.<\/span><\/p>

(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>The\u00a0word including and other similar words do not imply any limitation.<\/span><\/p>

(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>The\u00a0plural includes the singular and vice versa.<\/span><\/p>

(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>A\u00a0reference to a time of the day is to Melbourne time.<\/span>\u00a0<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

1.3\u00a0 \u00a0 \u00a0 \u00a0 \u00a0\u00a0<\/span><\/span>Two or\u00a0more Customers\u00a0<\/span>If two or more\u00a0<\/span>persons are named as the Customer, the expressions \u201cCustomer\u201d and \u201cyou\u201d will be\u00a0<\/span>a reference to each of them severally as well as to any two or greater number<\/span><\/p>

of them jointly, and each person named is liable for all the obligations under\u00a0and in connection with this Master Agreement both individually and jointly with\u00a0any one or more other persons named.\u00a0<\/span>\u00a0<\/span><\/p>

2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span><\/b>Scope of Master Agreement<\/span><\/b>\u00a0<\/span><\/b><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>All\u00a0Transactions which are entered into between you and us on or after the date of\u00a0this Master Agreement and expressed to be governed by this Master Agreement are\u00a0governed by this Master\u00a0 Agreement.<\/span><\/p>

(b)\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0<\/span><\/span>This\u00a0Master Agreement, all Transactions and all Confirmations constitute a single\u00a0agreement between you and us (collectively referred to as this Agreement).<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Schedule\u00a01 to this Master Agreement contains certain standard terms and definitions that\u00a0apply to each Confirmation to evidence the payment and other obligations of\u00a0each party in relation to a\u00a0 Transaction.<\/span><\/p>

(d)\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0\u00a0<\/span><\/span>If\u00a0there is any inconsistency between this Master Agreement and any Confirmation,\u00a0 he provisions of the Confirmation will prevail for the purpose of the relevant\u00a0Transaction.\u00a0<\/span><\/p>

\u00a0<\/span><\/p>

3\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0\u00a0<\/span><\/span><\/b>Entering and varying Transactions<\/span><\/b>\u00a0<\/span><\/b><\/p>

3.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Entering\u00a0Transactions<\/span>\u00a0<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>We are\u00a0not obliged to enter into any Transaction under this Agreement unless we have\u00a0received each document, information, cleared funds or any other thing that we\u00a0have notified you that we require as a condition to entry into a Transaction,\u00a0in form and substance satisfactory to us<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>You may\u00a0initiate a Transaction by applying to us over the telephone or by any other\u00a0means approved by us and giving us theinformation we may require from time to\u00a0time. However, we are not obliged to accept your application.<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>You and\u00a0we are legally bound by a Transaction from the time the Transaction is agreed\u00a0between us.<\/span><\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>We will confirm the terms of a Transaction in a Confirmation that we make available to\u00a0you in accordance with clause 10. You are bound by the Confirmation unless you\u00a0notify us of an error within one Business Day of receiving it. However, the\u00a0Transaction is valid even if we fail to send a Confirmation, or the\u00a0Confirmation contains an error.<\/span>\u00a0<\/span><\/p>

\u00a0<\/span><\/p>

3.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Varying\u00a0a Transaction<\/span>\u00a0<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>You may request:<\/span>\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>to\u00a0extend or cancel a Transaction in whole or in part;<\/span><\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>in the\u00a0case of a fixed term Transaction, to pay prior to the maturity date; or<\/span><\/p>

(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>any\u00a0other change to the terms of a Transaction.<\/span><\/p>

\u00a0<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>We may,\u00a0in our discretion, agree to meet your request with or without conditions, such\u00a0as that you meet our fees and expenses or the terms of the Transaction are\u00a0adjusted.<\/span><\/p>

\u00a0<\/span><\/p>

3.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Voluntary\u00a0termination of Transaction\u00a0<\/span>If a Transaction\u00a0<\/span>is cancelled or terminated early in whole or in part under this clause 3, you\u00a0<\/span>must pay us any damages or losses we suffer as a result of your cancellation or\u00a0<\/span>termination of the transaction.<\/span><\/p>

\u00a0<\/span><\/p>

4\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 <\/span><\/span><\/b>Payments and deliveries<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

(a)\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0<\/span><\/span>You and\u00a0we must make the payments required under each Transaction (including any agreed\u00a0premium that may apply to a Transaction) in the places, by the time and in the\u00a0manner agreed, or if it has not been agreed, as we nominate. The amount and the\u00a0currency of the payments will depend on the terms of each Transaction. However\u00a0if you and we owe each other amounts under this Agreement in the same currency\u00a0on the same day, then, unless otherwise agreed, the party owing the higher\u00a0amount must pay the other the difference between those amounts. In those\u00a0circumstances the other party would not make a payment.<\/span><\/p>

\u00a0<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Where\u00a0settlement is required to be by delivery, delivery must be made so that it is\u00a0received on the due date in the manner specified in the relevant Confirmation,\u00a0or otherwise agreed between you and us.<\/span><\/p>

\u00a0<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>All\u00a0payments must be in cleared funds and the amount of each payment made by you to\u00a0us must be the full amount without any withholding, deduction, set-off or\u00a0counterclaim except as allowed by clause 4a or required by law. If you or we\u00a0are required by law to make any withholding or deduction, then the amount\u00a0payable by the payer will be increased so that, after the withholding or\u00a0deduction, the payee receives and retains, free from liability, an amount equal\u00a0to the amount the payee would have received if the deduction or withholding had\u00a0not been made.<\/span><\/p>

\u00a0<\/span><\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Our\u00a0obligations to make a payment to you referred to in clause 4(a) is subject to\u00a0the condition precedent that no Event of Default has occurred and is\u00a0continuing.<\/span><\/p>

\u00a0<\/span><\/p>

5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span><\/b>Representations and\u00a0warranties<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

5.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Customer\u00a0representations and warranties\u00a0<\/span>You represent and\u00a0<\/span>warrant, as at the date of this Master Agreement (and again on the date on\u00a0<\/span>which each Transaction is entered into) that:\u00a0<\/span>\u00a0<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0have the full legal capacity and power to enter into, and perform your\u00a0obligations under, this Master Agreement, each Transaction and any Guarantee;<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>all\u00a0resolutions, consents and other approvals required to have been obtained by you\u00a0in respect of this Master Agreement and each Transaction have been obtained and\u00a0are in full force and effect and all conditions of the approvals have been\u00a0complied with;<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>this\u00a0Master Agreement, each Transaction and any Guarantee, once entered into, will\u00a0be valid, legally binding on and enforceable against you in accordance with\u00a0their terms;<\/span><\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0enter this Master Agreement and each Transaction as a principal and not as a\u00a0trustee or agent, unless you have provided us with details of the trust or\u00a0agency;<\/span><\/p>

(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0enter into this Master Agreement and each Transaction without violating any\u00a0laws or other agreements by which you are bound and, if you are a company, your\u00a0constituent documents;<\/span><\/p>

(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>no\u00a0Event of Default has occurred and remains unremedied or will result from your\u00a0entry into, or performance of your obligations under, this Master Agreement, a\u00a0Transaction or Guarantee;<\/span><\/p>

(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>all\u00a0information provided to us at any time in connection with this Master\u00a0Agreement, a Transaction or Guarantee was true and accurate in all material\u00a0respects and not misleading as at the date on which it was provided (whether by\u00a0omission of facts known to you or otherwise) and you have not withheld any\u00a0information that might have caused us not to enter into this Master Agreement\u00a0or a Transaction;<\/span><\/p>

(h)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0have not relied on any statements or representations made by us in entering\u00a0into this Master Agreement, a Transaction or any Guarantee; and<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0have taken such independent financial, legal and taxation advice as you think\u00a0fit prior to entering into this Master Agreement, each Transaction and any\u00a0Guarantee and you accept and understand the terms and conditions and risks of\u00a0the Transaction and have relied upon your own judgement or that of your\u00a0financial, legal and taxation advisers in deciding whether to enter into this\u00a0Master Agreement, each Transaction and any Guarantee.<\/span><\/p>

\u00a0<\/span><\/p>

5.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Trustee\u00a0representations and warranties\u00a0<\/span>If you enter into\u00a0<\/span>this Master Agreement as a trustee of the Trust, you represent and warrant to\u00a0<\/span>us as at the date of this Master Agreement (and again on the date on which each\u00a0<\/span>Transaction is entered into) that:<\/span>\u00a0<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>the\u00a0Trust has been duly constituted and is validly existing and the Trust Deed is\u00a0valid and enforceable;<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0have been validly appointed as trustee of the Trust and are the only trustee of\u00a0the Trust and no action has been taken or proposed to remove you as trustee or\u00a0to appoint additional or alternative\u00a0 trustees;<\/span><\/p>

(c)\u00a0\u00a0 \u00a0 \u00a0 \u00a0 \u00a0\u00a0<\/span><\/span>you\u00a0have the power and authority to enter into and perform your obligations under\u00a0this Master Agreement, each Transaction and any Guarantee;<\/span><\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>all\u00a0necessary resolutions have been duly passed and all consents, approvals and\u00a0other procedural matters have been obtained or attended to as required by the\u00a0Trust Deed in relation to the execution and performance of this Master\u00a0Agreement, each Transaction and any Guarantee;<\/span><\/p>

(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0entering into, and performing your obligations under, this Master Agreement, a\u00a0Transaction and any Guarantee does not breach the Trust Deed;<\/span><\/p>

(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>no\u00a0property of the Trust has been re-settled by you or set aside or transferred to\u00a0any other trust or trusts by you other than in accordance with the terms of the\u00a0Trust Deed;<\/span><\/p>

(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you are\u00a0not in default under the Trust Deed where the default would, or might\u00a0reasonably be expected to, affect the enforceability of this Agreement, a\u00a0Transaction or any Guarantee;<\/span><\/p>

(h)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>the\u00a0Trust has not been terminated, nor has any event which would give rise to the\u00a0winding up of the Trust occurred;\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>this\u00a0Master Agreement and each Transaction is for the benefit of the Trust and its\u00a0beneficiaries; and<\/span><\/p>

(j)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0have a right of indemnity out of the assets of the Trust with respect to any\u00a0commitment, losses or liabilities arising under this Master Agreement, each\u00a0Transaction or any Guarantee before the claims of the beneficiaries and:<\/span>\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0have not committed any breach of the Trust; and<\/span><\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>your\u00a0right of indemnity out of the Trust has not been limited in any way by the\u00a0Trust Deed or by any breach of the Trust or \u00a0 otherwise,\u00a0and you will not release or prejudice such rights of indemnity, save as
specifically provided in the Trust Deed, in each\u00a0case to an extent that might reasonably be expected to have a material adverse\u00a0effect on our ability to enforce our rights\u00a0under this Master Agreement, the Transaction or any Guarantee.<\/span><\/p>

\u00a0<\/span><\/p>

5.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Reliance\u00a0on representations and warranties\u00a0<\/span>You acknowledge\u00a0<\/span>that at all times we rely on the representations and warranties contained in\u00a0<\/span>this Master Agreement.<\/span><\/p>

\u00a0<\/span><\/b><\/p>

6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0
<\/span><\/span><\/b>Customer obligations<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

6.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Notification\u00a0and information\u00a0<\/span>You must\u00a0<\/span>promptly:\u00a0<\/span>\u00a0<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>provide\u00a0to us any forms, documents or other information specified in any Confirmation\u00a0or requested by us;<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>notify\u00a0us if anything happens which would mean you could not truthfully repeat the\u00a0representations and warranties in clause 5 at any time by reference to the then\u00a0current circumstances. A notification under this clause does not limit our\u00a0rights under clause 7; and<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>notify\u00a0us of any Event of Default.<\/span><\/p>

\u00a0<\/span><\/p>

6.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Trustee\u00a0obligations\u00a0<\/span>If you enter into\u00a0<\/span>this Master Agreement as a trustee of the Trust you undertake:\u00a0<\/span>\u00a0<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>that,\u00a0subject to the Trust Deed and any mandatory provisions of any insolvency or\u00a0other laws, all obligations or payments payable by you under this Master\u00a0Agreement, any Transaction or any Guarantee shall be paid out to us prior to\u00a0any distribution or other moneys of whatever nature payable to members or\u00a0beneficiaries upon the winding up, termination or expiry of the Trust;<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>in your\u00a0capacity as trustee of the Trust and in your own right:\u00a0<\/span>\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>to\u00a0promptly exercise each right of indemnity you have in relation to the Trust and\u00a0the assets of the Trust and the beneficiaries\u00a0in respect of obligations incurred under this Master Agreement, any\u00a0 Transaction\u00a0or any Guarantee; and<\/span><\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>not to\u00a0do anything, without our consent, which restricts any such right of indemnity\u00a0or impairs your ability to perform your obligations\u00a0under this Master Agreement, any Transaction or any Guarantee;<\/span><\/p>

(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>that\u00a0you will not be a party to and will oppose a re-settlement, transfer or\u00a0disposition to any other person of the property of the Trust (other than in accordance with the Trust Deed);<\/span><\/p>

(iv)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>to\u00a0ensure that, at the time each Transaction is entered into, you will identify\u00a0that the Transaction is entered into by you as trustee\u00a0of the Trust; and<\/span><\/p>

(v)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>to\u00a0notify us in writing as soon as practicable after any of the following events:<\/span>\u00a0<\/span><\/p>

A.\u00a0\u00a0\u00a0\u00a0 <\/span><\/span>you become aware of the occurrence of any circumstances which would give rise to the Trust ceasing to be solvent or to the termination or winding up\u00a0of the Trust;<\/span><\/p>

B.\u00a0\u00a0\u00a0\u00a0 <\/span><\/span>if (without our consent) you cease to be the\u00a0sole trustee of the Trust, or any event occurs or notice is given, which with\u00a0the passing of time would result in you ceasing to be the sole trustee of the
Trust or any other change in the identity of the trustee of the Trust;<\/span><\/p>

C.\u00a0\u00a0\u00a0\u00a0 <\/span><\/span>if there is (without our consent) any\u00a0alteration to or cancellation or repeal of the Trust Deed; or<\/span><\/p>

D.\u00a0\u00a0\u00a0\u00a0 <\/span><\/span>if there is a breach by you of the Trust\u00a0Deed,\u00a0<\/span>\u00a0<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>in each\u00a0case if the event would, or might reasonably be expected to, have a material\u00a0adverse effect on our ability to enforce our rights under this Master\u00a0Agreement, any Transaction or any Guarantee.<\/span><\/p>

\u00a0<\/span><\/p>

7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span><\/b>Events of Default<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

7.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Termination\u00a0<\/span>We may\u00a0<\/span>immediately terminate any or all outstanding Transactions if:\u00a0<\/span>\u00a0<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you do\u00a0not pay on time any amount due under this Agreement or any other agreement with\u00a0us;<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you do something you agree not to do, or you do not do something you agree to do, in\u00a0connection with this Agreement, a Guarantee or any other agreement with us or\u00a0say you will do or not do one of those things;<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>a\u00a0Guarantor does something the Guarantor agreed not to do, or does not do\u00a0something the Guarantor agreed to do, in connection with this Agreement, the\u00a0Guarantee or any other agreement with us;<\/span><\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>a\u00a0representation or statement made by you or any Guarantor under or in connection\u00a0with this Agreement, a Guarantee or under any other agreement with us is untrue\u00a0or misleading in any material respect;<\/span><\/p>

(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>if you\u00a0or a Guarantor is an individual, you or the Guarantor (as applicable) become\u00a0Bankrupt;<\/span><\/p>

(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>if you\u00a0or a Guarantor is a company, you or the Guarantor (as applicable) becomes\u00a0Insolvent, or any step is taken to make you or a Guarantor Insolvent;<\/span><\/p>

(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>any\u00a0Security granted by you or a Guarantor or over your or a Guarantor’s assets\u00a0becomes enforceable;<\/span><\/p>

(h)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you do\u00a0not pay on time any amount you owe anyone else, or you breach, or an event of\u00a0default or similar event occurs under, the terms on which you owe that amount;<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>it is\u00a0unlawful for us, you or any Guarantor to perform any obligations under this\u00a0Master Agreement, a Transaction or a Guarantee or you or a Guarantor challenges\u00a0the validity of this Master Agreement, a Transaction or any Guarantee, or this\u00a0Master Agreement or any Guarantee ceases to have effect;<\/span><\/p>

(j)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>any\u00a0event occurs that, in our opinion, may materially adversely affect you or a\u00a0Guarantor, your or a Guarantor’s business, assets or financial condition, your\u00a0ability to comply with your obligations under this Agreement, a Guarantor’s\u00a0ability to comply with its obligations under a Guarantee or the value of any\u00a0property secured by a Security given to us, or our ability to recover any\u00a0amount payable under this Agreement or a Guarantee or to enforce any\u00a0obligations under this Agreement or a Guarantee;<\/span><\/p>

(k)\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0\u00a0<\/span><\/span>if you\u00a0or a Guarantor is an individual, you or that Guarantor dies or becomes\u00a0incapacitated;<\/span><\/p>

(l)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>if you\u00a0enter this Master Agreement as trustee of the Trust:<\/span>\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>the\u00a0Trust is held or is conceded by you not to have been constituted or to have\u00a0been imperfectly constituted, the Trust is terminated\u00a0or any event would give rise to the winding up of the Trust occurs; or<\/span><\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you\u00a0cease to be authorised under the Trust Deed to perform your obligations under\u00a0this Agreement, a Transaction or any \u00a0 Guarantee;\u00a0or<\/span><\/p>

(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>a\u00a0change is made to the Trust Deed which adversely affects the enforceability of\u00a0this Agreement, a Transaction or any Guarantee\u00a0or your ability to perform your obligations under this Agreement, a Transaction\u00a0or any Guarantee; or<\/span><\/p>

(iv)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>you at\u00a0any time lose the right of indemnity (or your right has been limited) out of\u00a0the assets of the Trust with respect to any commitment, losses or liabilities\u00a0arising under this Master Agreement, each Transaction or any Guarantee before\u00a0the claims of the beneficiaries and\u00a0in each case to an extent that might reasonably be expected to have a material\u00a0adverse effect on our ability to enforce\u00a0our rights under this Master Agreement, the Transaction or any Guarantee; or<\/span><\/p>

(v)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>any\u00a0other event which you and we agree, or is specified in the Confirmation as an\u00a0Event of Default, occurs.<\/span><\/p>

\u00a0<\/span><\/p>

7.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>No\u00a0further payments\u00a0<\/span>If we elect to\u00a0<\/span>terminate a Transaction, neither party need make further payments for those\u00a0<\/span>Transactions under clause 4. Instead, this clause 7 governs the payments to be\u00a0<\/span>made.<\/span><\/p>

\u00a0<\/span><\/p>

8\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span><\/b>Termination of Master Agreement<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

Either you or we\u00a0may end this Master Agreement at any time by giving the other 30 days notice in\u00a0writing to that effect. At the end of the 30 days you may no longer enter into\u00a0a Transaction with us that is expressed to be governed by this Master Agreement\u00a0but the terms of this Master Agreement will continue to form part of any\u00a0Transaction that remains in force.<\/span>\u00a0<\/span><\/p>

9\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span><\/b>Liability<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>You\u00a0must pay us on demand and indemnify us against:\u00a0<\/span>\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>our\u00a0fees charges and expenses in relation to, and any liability, claim, loss, cost\u00a0or expense we suffer or incur in connection with\u00a0you defaulting under this Master Agreement, any Transaction or any Guarantee or us acting in accordance with, or exercising\u00a0or enforcing or attempting to enforce our rights under, this Master Agreement,\u00a0a Transaction or any Guarantee, including\u00a0our legal fees on a rights under, this Master Agreement, a Transaction or any\u00a0Guarantee, including our legal fees on\u00a0a solicitor and client basis;<\/span><\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>our\u00a0costs in converting an amount payable by you to a currency other than that in\u00a0which it is due at a rate different from that at\u00a0which we could purchase the currency in the ordinary course of our business
when the amount (or part of it) is paid;<\/span><\/p>

(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>our\u00a0loss if we must refund a payment that is avoided by law; and<\/span><\/p>

(iv)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>any\u00a0stamp or other duties, taxes (including goods and services tax) and government\u00a0fees and charges whatsoever payable in\u00a0connection with this Master Agreement, any Transaction or any Guarantee

<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>The\u00a0indemnities in this Master Agreement are continuing obligations, independent of\u00a0your other obligations under this Master Agreement and will not be affected by\u00a0or merged into any order or judgement. It is not necessary for us to incur\u00a0expense or make payment before enforcing a right of indemnity under this Master\u00a0Agreement.

<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>If one\u00a0party breaches its obligations under this Agreement, the other party cannot\u00a0recover indirect, special or consequential losses, or loss of profit or\u00a0business.<\/span><\/p>

\u00a0<\/span><\/p>

10\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span><\/b>Form of Confirmations\u00a0and notices and disclosure documents<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

10.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Confirmation\u00a0and notices<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Confirmations\u00a0and other notices, certificates, consents, approvals and other communications\u00a0(\u201ccommunications\u201d) in connection with this Master Agreement or a Confirmation\u00a0from you may be given electronically unless:<\/span>\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>otherwise specified in this Master Agreement or a Confirmation; or<\/span><\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>we\u00a0otherwise determine.<\/span>\u00a0

<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>You\u00a0agree that, subject to clause 10.1c, Confirmations and other communications in\u00a0connection with this Master Agreement or a Confirmation from us may be given\u00a0electronically:<\/span>\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>by\u00a0electronic mail to your nominated electronic address; or<\/span><\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>by\u00a0being made available at our website (nab.com.au),<\/span><\/p>

(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>unless\u00a0you request otherwise. You may change your nominated electronic address by\u00a0notifying us.<\/span>\u00a0<\/span><\/p>


(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Where\u00a0communications are made available electronically, we will provide you with the\u00a0ability to readily retrieve the information (eg by providing a link to our\u00a0website).<\/span><\/p>


(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Unless\u00a0otherwise specified, you may request a paper copy of a communication given\u00a0electronically if you request the paper copy within 6 months of the electronic\u00a0copy being received or made available.<\/span><\/p>


(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>A communication\u00a0is deemed to be received by you when the communication enters your designated\u00a0information system or is capable of being viewed from your computer and is\u00a0effective when received even if you are not aware of its receipt.<\/span><\/p>


(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>For the\u00a0purposes of the Electronic Transactions Act 1999 (Cth) the server on which your\u00a0mailbox for your designated address resides is taken to be your designated\u00a0information system.<\/span><\/p>


(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>An\u00a0electronic communication is deemed to be sent from where we have our place of\u00a0business and is deemed to be received where you have your residence. For the\u00a0purposes of this clause:<\/span>\u00a0<\/span><\/p>


(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>our\u00a0place of business is the address specified on page 1; and<\/span><\/p>


(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>if you\u00a0have more than one residence, your residence is your principal place of\u00a0residence.<\/span><\/p>

\u00a0<\/span><\/p>

10.2\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Disclosure\u00a0documents<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Without\u00a0limiting any other method by which we may be permitted by law to deliver a\u00a0product disclosure statement (PDS) or financial services guide (FSG) to you,\u00a0you agree that we may deliver a PDS or FSG in any of the following ways:<\/span>\u00a0<\/span><\/p>

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>by\u00a0sending you a written (paper or electronic) notice with a reference to a\u00a0website address where the PDS or FSG can be found;\u00a0or<\/span><\/p>

(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>by sending you an email to your nominated email address with a hyperlink to the\u00a0PDS or FSG.<\/span>\u00a0<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>You\u00a0agree, acknowledge and represent that you have read the PDS and FSG before\u00a0entering into this agreement and agree to be bound by any terms and conditions\u00a0contained in the PDS and FSG.<\/span><\/p>

\u00a0<\/span><\/p>

11\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span><\/b>Miscellaneous<\/span><\/b><\/p>

\u00a0<\/span><\/b><\/p>

11.1\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Assignment\u00a0<\/span><\/p>

You may not\u00a0<\/span>assign, grant a Security or declare a trust over or otherwise deal with any of your\u00a0<\/span>rights or obligations under this Agreement or any Guarantee or in respect of a\u00a0<\/span>Transaction without our consent. We may assign or transfer all or any of our\u00a0<\/span>rights and obligations under this Agreement or any Guarantee or in respect of a\u00a0<\/span>Transaction to any person.<\/span><\/p>

\u00a0<\/span><\/p>

\u00a0<\/span>11.2<\/span>\u00a0 \u00a0 \u00a0 \u00a0 \u00a0<\/span>Authorised\u00a0<\/span>persons\u00a0
<\/span>The initial list\u00a0<\/span>of authorised persons who are authorised to enter and settle Transactions on\u00a0<\/span>your behalf is setout in Schedule 2. You must tell us of any changes to that\u00a0<\/span>list from time to time and if requested by us, submit a revised list\u00a0<\/span>substantially in the form of Schedule 2 to us. We are entitled to treat any\u00a0<\/span>person on that list or who holds himself out as having the authority to enter\u00a0<\/span>into and settle a Transaction on behalf of you, as having the authority to do\u00a0<\/span>so. Any Transaction entered into by such authorised person on your behalf will\u00a0<\/span>be valid even if that person did not have such authority.<\/span>\u00a0<\/span><\/p>

11.3\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Set-off<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>At any\u00a0time after we exercise our rights under clause 7, we may set off any money we\u00a0owe you under this Agreement against any money you owe us (whether or not under\u00a0this Agreement and irrespective of the currency or place of payment). This\u00a0clause does not affect any other rights of set-off we may have. This clause is\u00a0intended to give rights in contract and is not intended to create a security\u00a0interest (as that term is defined in section 12 of the Personal Property\u00a0Securities Act 2009 (Cth)).<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>You\u00a0authorise us to debit any account of yours held with us with any amount due or\u00a0to become due from you to us under this Agreement or any Guarantee. We may\u00a0exercise this right even if the account concerned is already in debit, and even\u00a0if the amount debited takes the debit balance over any approved limit, in which\u00a0case we may charge interest and fees on the new debit balance.<\/span><\/p>

\u00a0<\/span><\/p>

11.4\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Default\u00a0interest\u00a0<\/span><\/p>

You must pay us\u00a0<\/span>on demand interest on amounts not paid by you when due. The interest accrues\u00a0<\/span>from the due date until you pay the overdue amount. Interest is calculated at a\u00a0<\/span>rate and in a manner determined by us from time to time. Each month (or any\u00a0<\/span>other period we choose) we may add to the amount you owe us any interest\u00a0<\/span>payable under this clause which is overdue (i.e., “capitalise” the<\/span><\/p>

interest). You will then be liable for interest under this clause on the total\u00a0amount.<\/span>\u00a0<\/span><\/b><\/p>

11.5\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Consent\u00a0to telephone recording\u00a0<\/span>You consent to us\u00a0<\/span>recording our telephone conversations with you and such recordings being used\u00a0<\/span>in any legal proceedings between us.\u00a0<\/span>\u00a0<\/span><\/p>


11.6\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Calculations<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Unless\u00a0expressly stated otherwise in a Confirmation, we are the calculation agent for\u00a0the purpose of all calculations or determinations that are necessary or\u00a0desirable in relation to each Transaction.<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>If in\u00a0relation to an outstanding Transaction we are unable to make or receive a\u00a0payment in the place or manner agreed, or perform any of our other obligations\u00a0under the Transaction for reasons beyond our control or if it is impracticable\u00a0for us to do so, the payment or performance of the obligation will be suspended\u00a0for up to 7 days or until we are able to make or receive the payment or perform\u00a0the obligation, whichever occurs first. During any suspension, we may terminate\u00a0the Transaction immediately and notify you accordingly. If we terminate an\u00a0outstanding Transaction under this clause, we must act in accordance with\u00a0clause 7.2 in respect of the Transaction.<\/span><\/p>

(c)\u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0 \u00a0<\/span><\/span>For the\u00a0purposes of this clause only, “reasons beyond our control” includes\u00a0disruption in a market in which we normally deal, disruption in the means by\u00a0which we usually communicate, and a change in any law affecting this Master\u00a0Agreement or a Transa<\/a>ction under it.<\/span><\/p>

\u00a0<\/span><\/p>

11.7\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Anti-money\u00a0laundering and counter-terrorism financing\u00a0
<\/span>You:<\/span><\/p>

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>undertake\u00a0to provide us with all information and assistance that we request in order to\u00a0manage our risks relating to money laundering, terrorism-financing or economic\u00a0and trade sanctions (Relevant Matters) or to comply with any laws or\u00a0regulations in Australia or any other country;<\/span><\/p>

(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>acknowledge\u00a0that we have the right to delay or refuse any request or transaction, including\u00a0payment of any amount payable on maturity or exercise of a Transaction, if we\u00a0believe that the request or transaction may be in breach of any of our\u00a0obligations, or cause us to commit or participate in an offence under any law\u00a0relating to a Relevant Matter, and we will have no liability to you or any\u00a0associated party if we do so;<\/span><\/p>

(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>agree\u00a0that we may take any action that we reasonably believe is necessary to comply\u00a0with any law relating to a Relevant Matter, including but not limited to\u00a0disclosing any information that we hold about you to service providers whether\u00a0in Australia or outside Australia, or to any relevant Australian or foreign\u00a0regulator; and<\/span><\/p>

(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>acknowledge\u00a0that we may collect information about you from time to time (from you or from\u00a0third parties) for the purposes of satisfying our obligations under any law\u00a0relating to a Relevant Matter, and that we may use and disclose any such\u00a0information as required.<\/span><\/p>

\u00a0<\/span><\/p>

11.8\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Entire\u00a0agreement\u00a0<\/span><\/p>

This Master\u00a0<\/span>Agreement, any Confirmation and Guarantee contain all of the terms,\u00a0<\/span>representations and warranties between us and constitutes your and our entire\u00a0<\/span>understanding and agreement relating to the matters dealt with in them, and\u00a0<\/span>supersede any prior understandings and agreements relating to those matters.<\/span><\/p>

\u00a0<\/span><\/p>

11.9\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Amendment\u00a0of Master Agreement\u00a0
<\/span>We may, at any\u00a0time, by giving you 30 days written notice, amend this Master Agreement. Any\u00a0such amendment will take effect on the expiry of that 30 day period. Any other\u00a0amendment or waiver in respect of\u00a0 this Master Agreement will only be effective\u00a0if it is in writing and agreed by each of us.\u00a0<\/span>\u00a0<\/span><\/p>

\u00a0<\/span><\/p>

11.10\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Time of\u00a0the essence<\/span><\/p>

All obligations\u00a0to be performed by a particular date under this Master Agreement, must be\u00a0performed by that date (i.e., “time is of the essence”).<\/span>\u00a0<\/span><\/p>

11.11\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>No\u00a0waiver<\/span><\/p>

A failure or\u00a0delay in exercising any right under this Agreement will not mean that the right\u00a0cannot be exercised later.<\/span>\u00a0<\/span><\/p>

11.12\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Partial\u00a0invalidity<\/span><\/p>

The illegality,\u00a0invalidity or unenforceability of any provision of this Agreement will not\u00a0affect the legality, validity or enforceability of any other provision of this\u00a0Agreement.<\/span>\u00a0<\/span><\/p>

11.13\u00a0 \u00a0 \u00a0<\/span><\/span>Other\u00a0rights<\/span><\/p>

The rights\u00a0provided in this Agreement are additional to and not exclusive of any rights\u00a0provided under any other agreement or law.<\/span>\u00a0<\/span><\/p>

11.14\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Further\u00a0action and power of attorney<\/span><\/p>

At your expense,\u00a0and at our request, you will promptly do all things (including, entering into\u00a0agreements) that we consider necessary or desirable to protect our interests\u00a0under this Agreement, and you irrevocably appoint us as your attorney to do\u00a0anything which may be done by you, or which you are required to do, under this\u00a0Agreement. You will ratify and confirm to any person anything we do under this\u00a0power of attorney.<\/span>\u00a0<\/span><\/p>

11.15\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Governing\u00a0law and jurisdiction<\/span><\/p>

This Master\u00a0Agreement is governed by Victorian law and the courts of Victoria shall have\u00a0non-exclusive jurisdiction in any proceedings relating to it.\u00a0<\/span>\u00a0<\/span><\/p>

11.16\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0<\/span><\/span>Counterparts<\/span><\/p>

This Master\u00a0Agreement may be executed in any number of counterparts. All counterparts,\u00a0taken together, constitute one instrument. A party may execute this Master\u00a0Agreement by signing any counterpart.<\/span>\u00a0<\/span><\/b><\/p>

\u00a0<\/p>

\u00a0<\/span><\/p>\t\t\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t<\/div>\n\t\t","protected":false},"excerpt":{"rendered":"

Master Agreement\u00a0 Warning \u00a0The transactions governed by… Read More »Master Agreement<\/span><\/a><\/p>","protected":false},"author":4,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"elementor_canvas","meta":{"nf_dc_page":"","neve_meta_sidebar":"","neve_meta_container":"","neve_meta_enable_content_width":"off","neve_meta_content_width":100,"neve_meta_title_alignment":"","neve_meta_author_avatar":"","neve_post_elements_order":"","neve_meta_disable_header":"","neve_meta_disable_footer":"","neve_meta_disable_title":"","footnotes":""},"class_list":["post-1269","page","type-page","status-publish","hentry"],"aioseo_notices":[],"aioseo_head":"\n\t\t\n\t\n\t\n\t\n\t\n\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t\n\t\t