sanw-ex101_592.htm

NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937 of Level 1,800 Bourke Street, Docklands, Victoria 3008 (NAB) and each person listed in the Key Information.

This Finance Agreement remains available for acceptance until 12 January 2022, at which time it will lapse.

•NAB makes the following facilities available on the terms set out in this document:

Executed on behalf of National Australia Bank Limited by its Attorney who holds the position of Level 2 Attorney under Power of Attorney dated 1 March 2007 in the presence of:

Following are details of some Other Facilities provided by NAB to a Borrower. The terms and conditions of each Other Facility are set out in the Transactions Specific Document, if any, for the Other Facility, each other document referred to in the "Other Conditions" section of the Details and, subject to clause

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061 114 814 S&W HOLDINGS AUSTRALIA PTY LTD ACN 162 715 326

S&W SEED COMPANY AUSTRALIA PTY LTD ACN 061114 814 PASTURE GENETICS PTY LTD ACN 074 290 252

For the purposes of these financial covenants, the following definitions and the definitions in the Property Conditions apply in addition to those set out in clause 1.3 (Definitions).

Calculation Date means the last day of each 12 month period until the Termination Date, commencing on the first Calculation Date of 30 June 2022.

Calculation Period means each period of twelve months ending on a Calculation Date, unless otherwise agreed in writing by NAB.

Interest Cover Ratio or ICR means, for a Calculation Period, the ratio of EBITDA over that period to Interest Expense for that period.

Interest Expense means, in respect of a period, the aggregate amount of all interest and amounts in the nature of interest or of similar effect to interest paid or payable for that period, including:

It includes interest on any shareholder loans unless capitalised or subordinated on terms acceptable to

The following additional conditions precedent apply in relation to the issue of any Bank Guarantee:

The Borrower must pay to NAB on demand from time to time amounts equal to each payment made by NAB under a Bank Guarantee.

NAB may, at any time, and exercising its discretion in a reasonable manner when doing so, end its obligations under a Bank Guarantee by paying to the Beneficiary of that Bank Guarantee the Maximum Liability or such lesser amount as is required to discharge NAB's obligations under the Bank Guarantee, even though no demand is made on NAB by that Beneficiary.

NAB is not obliged at any time to commence, pursue or defend any legal proceedings or other process in connection with any claim, demand or right arising under a Bank Guarantee issued under this Facility.

The Borrower must promptly return to NAB an original Bank Guarantee if it is given to the Borrower by the relevant Beneficiary. If the Borrower fails to do so, fees and charges may continue to accrue.

The Borrower acknowledges and agrees that NAB is not managing, supervising or advising in relation to the Borrower's foreign currency exposure.

If the Facility is made available or involves a foreign currency and there is a change in the exchange rate applicable between that foreign currency and Dollars which has the effect of causing the Australian Dollar Equivalent of the Balance Owing to exceed the Australian Dollar Equivalent of the Facility Limit, NAB may require the Borrower to either:

If a payment is due under the Facility on a day that is not a Business Day, that payment must be made on the previous Business Day.

Approved Currency means the currency or currencies approved by NAB in writing from time to time.

Availability Period means the period from the date of this document to the Termination Date.

Beneficiary means, in relation to a Bank Guarantee, the person to whom the Bank Guarantee is to be, or has already been, issued and any assignee of such person.

Maximum Liability means, in respect of a Bank Guarantee, the amount specified in that Bank Guarantee as the maximum liability (exclusive of interest on that Maximum Liability) under that Bank Guarantee.

The Borrower must ensure that the Transaction Account is opened and remains open at all times.

The Borrower must comply with the specific terms and conditions applicable to each Farmer's Choice Facility.

The MABL will not be reduced during the term of the Package. The MABL will be reduced to nil on the Expiry Date of the Package.

The MABL reduces on each Reduction Date to the amount set out beside that date in the Details. After the last Reduction Date, no further reductions to the MABL will be made until the Expiry Date of the Package. The MABL will be reduced to nil on the Expiry Date of the Package.

The MABL reduces on each Reduction Date to the amount set out beside that date in the Details. The MABL will be reduced to nil on the Expiry Date of the Package.

The MABL reduces by the amounts and on the dates notified by NAB. The MABL will be reduced to nil on the Expiry Date of the Package.

The following concessions and benefits apply to Farmer's Choice Facilities, while they remain part of the Package (and subject to NAB's right to vary the terms of the Package):

If the Package is held jointly by the Borrower with one or more other people (each an Other Package Holder):

Farm Management Account Overdraft Facility means any Facility titled "Farm Management Account Overdraft Facility" in the Details.

Farmer's Choice Facility means each Facility set out in the Details under the heading "Farmer's Choice Package" or as otherwise advised to the Borrower in accordance with this document.

Overdraft Facility means a Facility in respect of which the Overdraft Facility Specific Conditions apply, as stated in the Details.

Reduction Date means each reduction date in respect of the Facility specified in the Details.

Repayment Details means the repayment details in respect of the Facility specified in the Details.

Term Loan Facility means any Facility to which the Term Loan Facility Specific Conditions apply, as stated in the Details.

Transaction Account means the transaction account in respect of the Facility specified in the Details or as otherwise agreed.

This clause 1 (Foreign Currency Overdraft Facilities) applies to any Foreign Currency Overdraft Facility.

Any amount paid or repaid to the credit of the Facility may be redrawn subject to the terms of this document.

NAB may require the Borrower to repay all or part of the Balance Owing at any time. The Borrower must repay all of the Balance Owing on demand.

The following additional conditions precedent apply in relation to any Utilisation (including the initial Utilisation):

Where any Bills are drawn on NAB in connection with a Letter of Credit, NAB will accept such Bills on presentation and make payments in accordance with the terms of the Bill. The Borrower must pay and indemnify NAB for doing so in accordance with clause 2.6 (The Borrower's undertaking to pay) of these Global Trade Finance Specific Conditions.

NAB may, at its reasonable discretion, direct a Letter of Credit established under a Facility to its correspondent bank for negotiation or other action. If NAB does this, such correspondent bank may pay NAB a commission for each Letter of Credit directed to them.

before the Borrower has fully paid and discharged its obligations to NAB or its correspondent banks in relation to the Letter of Credit, the Borrower agrees that:

The Borrower does not pay interest charges on any Utilisation that is an issue of a Letter of Credit, provided that it is repaid in accordance with this document. Interest charges will apply where that Letter of Credit is refinanced under your Facility.

This clause 3 (Other Drawings) applies to all Drawings under a Facility which is not covered by clause 1 (Foreign Currency Overdraft Facilities) or clause 2 (Letters of Credit), including a Drawing under a Trade Refinance Facility, Overseas Bills Purchased Facility or Overseas Currency Loan Facility.

and, upon payment, the Borrower must notify NAB that such payment has been made.

This clause 6 (Foreign Currency Facilities or Transactions) applies to any Facility made available in or which involves foreign currencies.

The Borrower acknowledges and agrees that NAB does not, and the Borrower must not rely on NAB to, manage, supervise or advise the Borrower in relation to the Borrower's foreign currency exposure.

If a Facility is made available or involves a foreign currency and there is a change in the exchange rate applicable between that foreign currency and Dollars which has the effect of causing the Australian Dollar Equivalent of the Balance Owing to exceed the Australian Dollar Equivalent of the Facility Limit, NAB may require the Borrower to either:

To the extent not otherwise payable, the Borrower must repay to NAB all of the Amount Owing on the Termination Date.

Approved Currency means the currency or currencies approved by NAB in writing from time to time.

Available Facility means, in respect of a Facility at any time, the Australian Dollar Equivalent of the Facility Limit minus the Australian Dollar Equivalent of the Balance Owing at that time.

Availability Period means, in respect of a Facility, the period from the date of this document to the Expiry Date.

BBSY means the rate determined by NAB which is equal to the higher of zero and the "bid rate" administered by ASX Benchmarks displayed on page BBSY of the Thomson Reuters Screen on the first day of that Pricing Period for a period equal to that Pricing Period (or where the Pricing Period is less than 1 month, a period of 1 month) and which starts on that day. If such rate is not available or if, in NAB's reasonable opinion, the rate becomes inappropriate, the Floating Rate will be the rate reasonably determined by NAB to be the appropriate

Beneficiary means, in relation to a Standby Letter of Credit, the person to whom the Standby Letter of Credit is to be, or has already been, issued and any assignee of such person.

Facility means a facility in respect of which these Global Trade Finance Specific Conditions apply, as stated in the Details.

Issue Date means the date on which a Letter of Credit is issued or to be issued.

Letter of Credit means a documentary letter of credit or a standby letter of credit issued by NAB pursuant to a Facility.

LIBOR means the higher of zero and the following rate determined as of 11.00am London time at the time of the Drawing and for a period equal in length to the Term of Drawing:

Maximum Liability means, in respect of a Letter of Credit, the amount specified in that Letter of Credit as the maximum liability (exclusive of interest on that maximum liability) under that Letter of Credit.

Utilisation means the issue of a Letter of Credit by NAB at the Borrower's request.

Value Balance has the meaning given to it under the "NAB Foreign Currency Account - Onshore Terms and Conditions".

If the Facility terminates before all instalments are paid, then the Borrower must pay NAB the full amount of the Premium (if any) less any instalments paid before such termination.

Available Facility means, in respect of the Facility at any time, the Facility Limit less the Balance Owing at that time.

Availability Period means, in respect of the Facility, the period from the date of this document to the Termination Date.

Banking Day means a day other than a Saturday or Sunday, or a day gazetted as a public holiday in Sydney or every state and territory of Australia.

Business Lending Rate for a Pricing Period means NAB's Business Lending Rate for Drawings with a tenor which is equal to the Pricing Period, as determined by NAB in its absolute discretion on the first day of the Pricing Period. NAB's Business LendingRate is linked to:

NAB will periodically publish one or more indicative Business Lending Rates on nab.com.au and the Borrower can contact NAB for information about current rates.

Business Markets Facility Component means the Floating Amount and each separate component (if any) of the Fixed Amount, the Flexible Maturity Fixed Amount, the Floating Amount and the Cap Amount.

as set out in the Details and subsequently set out in the Drawdown Schedule for the Business Markets Facility Component, as amended from time to time.

Cap Amount means that part of the Facility that can be subject to any of the Cap Rate or Floating Rate, depending on their value, as determined in accordance with this document.

Cap Rate means, in respect of each Cap Rate Business Markets Facility Component, the cap rate specified in the Drawdown Schedule or as otherwise determined in accordance with this document.

Commencement Date means, in respect of the Facility, the commencement date (if any) specified in the Details.

Extended Maturity Date means, in respect of the Facility, the extended maturity date as set out in the Drawdown Schedule.

Fixed Rate means, in respect of each Fixed Rate Business Markets Facility Component, the fixed rate specified in the relevant Drawdown Schedule or as otherwise determined in accordance with this document.

Flexible Maturity Fixed Amount means the part of the Facility that is subject to a Fixed Rate and to which clause 6 (Option to Extend: NAB Business Markets - Flexible Maturity Fixed Rate Loan) applies.

Floating Amount means that part of the Facility that is subject to a Floating Rate only.

Floating Rate means, in respect of the Facility, the rate specified in the Details.

Initial Maturity Date means, in respect to the Facility, the initial maturity date specified in the Drawdown Schedule.

Last Date for Initial Drawdown means, in respect of the Facility, the last date for initial drawdown specified in the Details.

Pricing Period means a period determined in accordance with the Details and clause 5.1, as adjusted in accordance with clauses 5.1(c) and (d).

The Facility must, at all times, be linked to an approved transaction account held with NAB solely in the Borrower's name (or if there are two or more Borrowers, held jointly by each Borrower) and not with any other person.

Any amount paid or repaid to the credit of the Facility is available for redraw in accordance with the terms of this document.

If a Facility is a Farm Management Account Overdraft Facility, NAB may require that all, or an agreed part, of the Borrower's gross business income is credited to the Loan Account.

Available Facility means, in respect of a Facility at any time, the Facility Limit less the Balance Owing at that time.

Availability Period means, in respect of a Facility, the period from the date of this document to the Termination Date.

Facility means a facility in respect of which these Overdraft Facility Specific Conditions apply, as stated in the Details.

Farm Management Account Overdraft Facility means any Facility titled "Farm Management Account Overdraft Facility" in the Details.

Tier One means the tier one amounts in respect of a Facility specified in the Details.

Tier Two means tier two amounts in respect of a Facility specified in the Details.

(d)

(Taxes and registration) evidence that each Finance Document and each Material Document:

(i)

which is registrable is in registrable form and is accompanied by all executed documents necessary to register them in each relevant jurisdiction; and

(ii)

has had all Taxes paid on it or, if not already paid, evidence that sufficient immediately available and transferable funds have been provided to NAB to enable the payment of any Taxes chargeable on it, together with all executed documents (including, where relevant, a statutory declaration regarding the location and value of assets) necessary to effect due payment of those Taxes;

(e)

(Client Identification Checks) all documents and other information that NAB requires to enable NAB to complete any Client Identification Checks;

(f)

(structure chart) a diagram showing the structure and ownership arrangements of each Group and the Obligors;

(g)

(valuations) any valuation required by NAB;

(h)

(insurances) a certified copy of any insurance policy required by NAB and evidence that all insurances meet the requirements of the Finance Documents;

(i)

(process agent appointment) evidence of the acceptance of appointment of a process agent located in Australia for each Obligor incorporated or located outside Australia; and

(enquiries and searches) the results of NAB's enquiries and searches.

3.2

Further conditions precedent

NAB will only be required to provide a Drawing under a Facility if the following conditions are met:

(a)

if a Drawdown Notice (however described) is required to be delivered in accordance with the Specific Conditions (or separate terms and conditions) for that Facility, NAB has received a Drawdown Notice completed and signed or submitted in accordance with clause 31(b) (Communications and Notices) by the relevant Borrower;

(b)

the proposed Drawdown Date is a date during the Availability Period for that Facility and the provision of the Drawing will not cause the Balance Owing for that Facility (when aggregated with the amount of the proposed Drawing) to exceed the Facility Limit for that Facility;

(c)

on the date of any Drawdown Notice and on the proposed Drawdown Date:

(i)

no Default, Change of Control or Review Event is, in NAB's opinion, continuing or would result from the proposed Drawing being provided; and

(ii)

each representation and warranty set out in clause 8.1 (Representations and Warranties) is correct and not misleading by reference to the then current facts and circumstances subsisting on each of those dates;

(d)

all Costs due and payable to NAB as at the Drawdown Date under any Finance Document have been paid or will be paid out of the Drawing;

(e)

each document listed as a "Specified Document" in the Schedule or any other conditions precedent specified in, or required under, any Finance Document have been satisfied or delivered (as the case may be) to NAB, each in form and substance satisfactory to NAB;

(f)

any other document, opinion or assurance which NAB requires in connection with the entry into, delivery (if applicable) .and performance of the transactions contemplated by, or for the validity and enforceability of, any Finance Document has been delivered to NAB, each in form and substance satisfactory to NAB; and

(g)

NAB has received, in form and substance satisfactory to it, all other information requested by NAB in accordance with each Finance Document.

3.3

Certification of copies

Unless otherwise required by NAB, each document specified in respect of an Obligor in clause 3.1 (Initial conditions precedent) or clause 3.2 (Further conditions precedent) must be an original. If NAB requires a certified copy of a document, the copy must be certified by a director or secretary of that Obligor as true and complete as at a date no earlier than 5 Business Days before the first Drawdown Date.

REPAYMENT

(a)

Each Borrower of a Facility must, in respect of that Facility, repay:

(i)

each Drawing in the manner set out in the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility; and

(ii)

on demand, any amount by which the Balance Owing exceeds the Facility Limit,

together with accrued interest calculated in accordance with the applicable Specific Conditions or, if no Specific Conditions apply, in accordance with the separate terms and conditions applying to that Facility on the amount referred to in clauses (i) or (ii) (as the case may be).

(b)

Each Borrower of a Facility must repay the Amount Owing in respect of the Facility on its Termination Date.

CANCELLATION AND PREPAYMENT

5.1

Cancellation

(a)

A Borrower of a Facility may, in respect of that Facility, cancel the whole or any part of a Facility in accordance with the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.

(b)

NAB may cancel, without notice to the Borrower, each Available Facility on the last day of the relevant Availability Period.

(c)

NAB may otherwise cancel a Facility in accordance with the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.

5.2

Prepayment

(a)

A Borrower of a Facility may, in respect of that Facility, prepay the whole or any part of the Balance Owing under that Facility in accordance with the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.

(b)

A Borrower of a Facility must, in respect of that Facility, prepay the Balance Owing under that Facility in the amounts and at the times specified under the heading "Mandatory Prepayment" in the Schedule.

5.3

Illegality

If NAB reasonably determines that it is or will become unlawful (or impossible in practice as a result of a change in law) in any jurisdiction for NAB to perform any of its obligations under this document or to fund or maintain any Drawing or part of a Facility:

(a)

NAB will promptly notify the relevant Borrower upon becoming aware of that event;

(b)

the Facility will be immediately cancelled; and

(c)

the relevant Borrower must prepay the Amount Owing on the date specified by NAB in its notice

5.4

Restrictions

Unless otherwise specified in this document:

(a)

no amount cancelled may be subsequently reinstated;

(b)

any prepayment under this document must be made together with:

(i)

accrued interest on the amount prepaid calculated in accordance with the applicable Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility; and

(ii)

the Economic Costs and fees incurred in relation to the prepayment (if any); and

(c)

no Borrower may reborrow any part of a Facility that is prepaid.

INTEREST

6.1

Interest

Each Borrower of a Facility must, in respect of that Facility, pay interest on the Balance Owing in accordance with the Specific Conditions or, if no Specific Conditions apply, the separate terms and conditions applying to that Facility.

6.2

Default Interest

(a)

If a Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest will accrue on the overdue amount from the due date up to and including the date of actual payment (both before and after judgment) at the Default Interest Rate.

(b)

If a Borrower exceeds a Facility Limit (even where NAB has approved the excess), NAB may charge, andthe Borrower must pay, interest on the excess at the Default Interest Rate at the end of each day that an excess exists.

(c)

Default interest is:

(i)

for a Facility where interest is ordinarily debited from an account or accounts under that Facility, added to the Balance Owing for that Facility on each date on which interest is debited for that Facility;

(ii)

for any other Facility, at NAB's discretion, added to the overdue amount monthly and when the overdue amount is paid, or debited from the Nominated Account for that Facility (or, if permitted by this document, any other account held by the Borrower) on each date on which interest is debited for that Facility, unless NAB otherwise specifies; or

(iii)

for any other amount payable under a Finance Document that is not in respect of a particular Facility, payable at such time as NAB selects.

PARTNERS, RESPONSIBLE ENTITIES AND TRUSTEES

7.1

Partners

If, at any time, there is a Partnership, the terms and conditions set out in the Partnership Provisions apply to the relevant Obligor which is a Partner of that Partnership.

7.2

Responsible Entities

If, at any time, there is a Scheme, the terms and conditions set out in the Responsible Entity Provisions apply to the relevant Obligor which is the Responsible Entity of that Scheme.

7.3

Trustees

If, at any time, there is a Trust, the terms and conditions set out in the Trustee Provisions apply to the relevant Obligor which is aTrustee of that Trust.

7.4

Self-managed superannuation funds

(a)

If a Borrower is a trustee of a self-managed superannuation fund which is regulated by the Superannuation Laws (SMSF Borrower), it will need to comply with those laws.

(b)

If an SMSF Borrower wishes to use a Facility to buy an asset, it will need to sign and comply with the terms of a Superannuation Acquisition Financing Deed or Superannuation Financing Deed, in a form acceptable to NAB.

(c)

NAB'srecourse to an SMSF Borrower's fund will be limited in accordance with the terms of the Superannuation Acquisition Financing Deed or Superannuation Financing Deed. The terms of the Superannuation Acquisition Financing Deed or Superannuation Financing Deed prevail over any inconsistent term in another Transaction Document.

(d)

Due to the requirements of the Superannuation Laws, despite any other term in a Transaction Document, no SMSF Borrower can redraw any amount it repays under a Facility.

(e)

If an SMSF Borrower used a Facility to buy an asset, it agrees not to overdraw its accounts and to pay, or direct its security trustee to pay, NAB any proceeds received:

(i)

from any insurance claim relating to the asset, before repaying the Amount Owing; and

(ii)

if the asset is compulsorily acquired, sold or otherwise disposed of, immediately following receipt.

REPRESENTATIONS AND WARRANTIES

8.1

Representations and Warranties

Each Obligor makes the following representations and warranties on the date of this document:

(a)

(incorporation) each Obligor (other than an Obligor who is a natural person) is a corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation and is capable of suing and being sued;

(b)

(power) each Obligor has full power, authority and legal right to own its assets and carry on its current and contemplated business;

(c)

(binding obligations) subject to any necessary stamping and registration requirements, equitable principles and laws generally affecting creditors' rights, the obligations expressed to be assumed by each Obligor in each Transaction Document to which it is expressed to be a party are legal, valid, binding and enforceable obligations;

(d)

(no conflict) the execution, delivery (if applicable) and performance by each Obligor of each Transaction Document to which it is expressed to be a party and the transactions contemplated by those Transaction Documents do not and will not conflict with or violate:

(i)

any law applicable to it;

(ii)

any Material Document; or

(iii)

any agreement or instrument binding upon it or any of its assets in any material respect,

and, excluding the Finance Documents, in each case, do not and will not:

(i)

create or impose any Encumbrance; or

(ii)

entitle a person to accelerate or cancel an obligation relating to Financial Indebtedness or constitute a default, cancellation event, prepayment event or similar event (however described) under any agreement relating to Financial Indebtedness whether immediately or after notice or lapse of time or both;

(e)

(power and authority) each Obligor has full power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, delivery (if applicable) and performance of, each Transaction Document to which it is expressed to be a party and the transactions contemplated by those Transaction Documents;

(f)

(Authorisations) all Material Authorisations have been obtained and are in full force and effect;

(g)

(benefit) each Obligor benefits by entering into and performing its obligations under each Transaction Document to which it is expressed to be a party;

(h)

(Information, projections and disclosure):

(i)

all Financial Statements, accounts, reports and any other information in connection with each Transaction Document to which it is expressed to be a party and the transactions contemplated by those Transaction Documents which have been furnished to NAB are true and accurate and not misleading (whether by its inclusion or by omission of other information);

(ii)

any financial projections provided by, or on behalf of, it, a Group or the Obligors, have been prepared by appropriately qualified persons and in good faith on the basis of recent historical information and on the basis of reasonable assumptions; and


	(iii) each 0bligor has disclosed all	(n)	(investigation by Agency) no
	information and documents relating		investigation by any Agency into all or part
	to it, its assets, each Transaction		of the affairs of any 0bligor is current in
	Document to which it is expressed to		circumstances material to its business or
	be a•party and the transactions		financial condition;
	contemplated by each of them, which
	are material to NAB's decision to enter into the Finance Documents;	(o)	(no immunity) no 0bligor has, and no assets of any Obligor have immunity from
			the jurisdiction of a court or from legal
(i)	(no default):		process;
	(i) no Event of Default is continuing; and	(p)	(Financial Statements):
	(ii) no other event or circumstance is outstanding which constitutes a default under any other		(i) the most recent Financial Statements (consolidated as required under
	agreement or instrument which is binding on any obligor, or to which its assets are subject, which could have a Material Adverse Effect;		applicable law) provided to NAB under, or in contemplation of, this document were prepared in accordance with GAAP consistently applied unless expressly disclosed to the contrary in those Financial Statements;
U)	(solvency) no Insolvency Event has
	occurred in respect of any obligor;
(k)	(undisclosed relationships) except as disclosed to and agreed by NAB in writing, it has not entered into any other Transaction Document, and no 0bligor holds any property:		(ii) the most recent Financial Statements (consolidated as required under applicable law) provided to NAB under, or in contemplation of, this document give a true and fair view of:
	(i) as a trustee;		(A) the financial position (including actual and contingent liabilities)
	(ii) as a partner of a partnership;		of the relevant entities on a consolidated basis as at the
	(iii) as a responsible entity of any Registered Scheme;		date to which the Financial Statements relate; and
	(iv) as an agent of an undisclosed principal; or (v) in any other capacity for the benefit of any person;		(B) the performance of those entities during the accounting period to which the Financial Statement relate; and

(I) (Authorised Officers) any person specified as an Authorised Officer of an 0bligor is authorised to sign or (in the case ofan unsigned notice) submit any requests and other notices on its behalf and do all other things contemplated by the Transaction Documents to which it is expressed to be a party;

(m) (no litigation) except as disclosed to and agreed by NAB in writing, no litigation, arbitration, other dispute resolution process or civil, criminal or administrative proceedings are current, pending or (to the best of its knowledge and belief, having made due enquiry) threatened before any court, arbitral body or Agency affecting any 0bligor or its assets which, if adversely determined, could have a Material Adverse Effect;

(iii) there has been no material adverse change in the business or financial condition of any of the relevant entities since the last day of that accounting period to which the Financial Statements referred to in clauses (i) and (ii) relate;

(q) (tax consolidation):

(i)

except as disclosed to, and agreed by, NAB in writing, no 0bligor is a member of a Tax Consolidated Group;and

(ii)

if an 0bligor is a member of a Tax Consolidated Group (which has been disclosed to, and agreed by, NAB in writing), each member of the Tax Consolidated Group is a party to a TSA and a TFA;

(r)

(cross-guarantee) no Obligor has executed, and no Obliger is currently seeking approval from ASIC to execute, a Deed of Cross Guarantee;

(s)

(Taxes) each Obligor has complied with all laws in relation to Tax in all jurisdictions in which it is subject to Taxes and has paid all Taxes due and payable by it except those which are Contested Taxes;

(t)

(insurances) all insurances required under the Finance Documents are in effect and current and meet the requirements of the Finance Documents, no Obligor has made any material misrepresentation or omission to its insurers and no Obligor is aware of any reason why any of the insurance policies may be terminated or why any insurers may refuse to pay a claim when made;

(u)

(ownership) except where it has entered into a Finance Document or a Material Document in its capacity as Trustee or as Responsible Entity, each Obligor is the legal and beneficial owner of, and has good right and title to, all of its assets free from any Encumbrance other than a Permitted Encumbrance;

(v)

(Security Documents) each Security Document is in full force and effect and the Encumbrance created under it has the priority contemplated in the Security Document;

(w)

(Financial Indebtedness) no Financial Indebtedness subsists other than Permitted Financial Indebtedness;

(x)

(no benefit to related party) the execution and delivery by each Obligor of the Transaction Documents to which it is expressed to be a party, and the participation by it in any transaction in connection with the Transaction Documents to which it is expressed to be a party, will not violate or contravene Chapter 2E of the Corporations Act or any analogous provision;

(y)

(Intellectual Property) each Obligor owns, or has the right and license to use, all Intellectual Property necessary for the conduct of its business;

(z)

(Marketable Securities) except as disclosed to and approved in writing by NAB, all Marketable Securities which are Encumbered Property are fully paid and there is no agreement, arrangement or Marketable Securities with rights of conversion to shares in any Obligor may be issued to any person; and

(aa)

(other) each other representation or warranty (if any):

(i)

set out, or as amended by any other provision, in this document; and

(ii)

set out in each other Transaction Document to which it is expressed to be a party,

is true and correct.

8.2

Reliance and Repetition

(a)

NAB has entered into each Finance Document to which it is expressed to be a party in reliance on the representations and warranties in this document and the other Finance Documents. The representations and warranties survive execution and delivery of the Finance Documents and the provision of financial accommodation under them.

(b)

Each representation and warranty contained in a Finance Document is deemed to be repeated by each Obligor on:

(i)

the date of each request for financial accommodation;

(ii)

each Drawdown Date;

(iii)

the last day of each Interest Period and Pricing Period (if applicable);

(iv)

the date of each Compliance Certificate;

(v)

the date on which any Amount Owing is paid to NAB; and

(vi)

in the•case of an Additional Obligor, the date on which the entity becomes (or it is proposed that the entity becomes) an Additional Obligor, by reference to the current facts and circumstances subsisting on that date.

(c)

An Obligor must advise NAB immediately if, at any time, anything happens which understanding under which further prevents it from truthfully repeating the representations and warranties contained in clause 8.1 on the dates specified in clause 8.2.

(d)

With respect to clause 8.1, each Obligor must make all necessary enquiries (including where necessary seeking independent external advice) to satisfy itself that the representations and warranties made are true and accurate at the date of this document. If an Obligor is unable to make any of these representations and warranties, it must immediately advise NAB in writing.

UNDERTAKINGS

Each Obligor undertakes to:

(a)

(notification) notify NAB immediately on becoming aware of:

(i)

any event which constitutes a Default (and the steps, if any, being taken to remedy it);

(ii)

any breach of, or default under, any Material Document to which it is expressed to be a party;

(iii)

any intention by it to exercise any right, power or remedy under any Material Document to which it is expressed to be a party as a consequence of any default under the Material Document;

(iv)

any change in the Authorised Officers of any Obligor accompanied by the names, titles and specimen signatures of any new Authorised Officers;

(v)

any Obligor changing its contact details for communications;

(vi)

the details of any litigation, arbitration, other dispute resolution process or civil, criminal or administrative proceedings which are current, threatened or pending against any Obligor before any court, arbitral body or Agency affecting it or its assets which, if adversely determined, could have a Material Adverse Effect;

(vii)

any change (actual or proposed) to the structure or ownership arrangements of any Obligor;

(viii)

any Obligor:

(A)

seeking the approval of ASIC in respect of, or executing, any Deed of Cross Guarantee; or

(B)

amending or terminating a Deed of Cross Guarantee;

(ix)

any proposal by any Agency to revoke or materially amend any Material Authorisation;

(x)

the occurrence of any event or circumstance which has or is likely to have a Material Adverse Effect; and

(xi)

any Obligor creating or acquiring or intending to create or acquire a Subsidiary;

(b)

(information) provide NAB immediately with:

(i)

all documents (including reports, accounts, notices and circulars} despatched by an Obligor to its shareholders (or any class .of them) or its creditors generally (or any class of them) at the same time as they are despatched;

(ii)

such further information regarding the financial condition, business and operations of any Obligor as NAB may reasonably request; and

(iii)

all material notices received by any Obligor from any Agency and, if listed on any securities exchange, all notices issued by, or given to, the relevant securities exchange, regarding matters which could have a Material Adverse Effect;

(c)

(Authorisations):

(i)

obtain, renew on time, comply with and do all that is necessary to maintain in full force and effect any Material Authorisation; and

(ii)

not do anything which would prevent the prompt renewal of any Authorisation or cause it to be renewed on less favourable terms;

(d}

(comply with laws) comply with all laws to which it or its assets are subject;

(e)

(change of business) ensure, and procure that, no significant change is made to the general nature of the business of any Obligor from that carried on at the date of this document;

(f)

(negative pledge) not create or permit to subsist any Encumbrance over any of its assets other than a Permitted Encumbrance;

(g)

(acquisition subject to Encumbrance) except with the prior written consent of NAB, not acquire any asset which is subject to an Encumbrance or which becomes the subject of an Encumbrance on its acquisition;

(h)

(disposals) not enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, license, transfer, grant an interest over, part with possession of or otherwise dispose of any asset or any interest in any asset other than a Permitted Disposal;

(i)

(mergers) not enter into any amalgamation, demerger, merger or corporate reconstruction except a solvent amalgamation or a reconstruction on terms pre-approved by NAB in writing;

(insurances):

(i)

take out and maintain insurances with an independent andreputable insurer in the manner and to the extent stipulated by NAB or, if not stipulated by NAB, for the amounts and against risks which are in accordance with prudent business practice having regard to the nature of the business, assets and operations of the Obligors (including all insurances required by applicable law);

(ii)

take out and maintain any further insurances as NAB may reasonably request;

(iii)

disclose to each insurer all facts which are material to the insurer's risk and comply with its obligations of utmost good faith to the insurer;

(iv)

ensure that no material alteration is made to any policy, except with NAB's prior written consent;

(v)

ensure that each policy expressly notes NAB's interests and, if required by NAB, names NAB as the sole loss payee;

(vi)

as soon as practicable notify NAB if an event occurs which permits an insurance claim to be made or if an insurance claim is made or refused; and

(vii)

promptly produce evidence satisfactory to NAB of current insurance cover (including acertified copy of each policy and schedule, certificate of currency or any variation made) or other details whenever NAB asks;

(k)

(incurring Financial Indebtedness) not incur or permit to subsist any Financial Indebtedness other than Permitted Financial Indebtedness;

(I)

(providing Financial Indebtedness) not be a creditor in respect of any Financial Indebtedness, other than Financial Indebtedness:

(i)

provided to an incorporated Obligor;

(ii)

provided with the prior written consent of NAB;

(iii)

provided to allow its customers to acquire goods or services on extended terms in the ordinary course of trading; or

(iv)

which (when aggregated with any other such Financial Indebtedness of any other Obligor, other than any Financial Indebtedness permitted under the preceding paragraphs) does not exceed $0.

(m)

(Taxes) pay all Taxes due and payable by it (other than Contested Taxes) and Taxes which are due and payable by it after final determination or settlement of a Contested Tax;

(n)

(valuations) for Encumbered Property which is land, pay for any valuation which NAB may obtain at any time from a valuer approved and instructed by NAB, unless:

(i)

NAB has obtained a valuation for that property at an Obligor's cost within the previous two year period or such longer period as NAB may agree in its absolute discretion; and

(ii)

no Default is subsisting and the valuation does not reveal that a Default is subsisting.

Nothing in this clause prevents NAB from obtaining (at its own cost) any valuation of the Encumbered Property at any time that NAB requires;

(o)

(Financial Statements and other documents to be delivered):

(i)

deliver to NAB within the period. stipulated in the Schedule, a copy of the Financial Statements and other documents stipulated in Item 7 of the Schedule;

(ii)

ensure the Financial Statements provided to NAB under this document:

(A)

are certified by a director of the relevant Obligor as giving a true and fair view of the financial position and performance of the relevant Obligor or Group (as the case may be), in the case of financial position, as at the date stated in the Financial Statements, and, in the case of financial performance, for the period specified in the Schedule to which those Financial Statements relate;

(B)

are prepared using GMP consistently applied;

(C)

give a true and fair view of the financial position and performance of the relevant entities on a consolidated basis, in the case of financial position, as at the date stated in the Financial Statements, and, in the case of financial performance, for the period to which those Financial Statements relate; and

(D)

comply with any other requirement specified in the

Schedule; and

(iii)

not change its financial year;

(p)

(tax consolidation) in respect of any Obliger that is a member of a Tax Consolidated Group (which has been disclosed to, and agreed to by, NAB in writing), ensure and procure that:

(i)

a TSA and a TFA are maintained in full force and effect;

(ii)

each member of the Tax Consolidated Group complies with the TSA and the TFA; and

(iii)

the Head Company gives the Australian Taxation Office a copy of the TSA within the period required bysection 721-25(3)(b) of the Tax Act if the Australian Taxation Office gives it a notice requiring it to do so;

(q)

(reduction of capital and financial assistance) except with the prior written consent of NAB, not do any of the following:

(i)

redeem, buy-back, defease, retire or repay any of its share capital or resolve to do so;

(ii)

provide any financial assistance in connection with the acquisition of shares in itself or in any of its holding companies or resolve to do so; or

(iii)

do anything analogous to clause (i) or (ii) above;

(r)

(no partnership or joint venture) unless otherwise specified in a Finance Document, not enter into:

(i)

any profit sharing arrangement inrelation to any Encumbered Property; or

(ii)

any partnership or joint venture with any other person,

without NAB's prior written consent;

(s)

(arm's length transactions) not enter into any transaction other than on arm's length terms;

(t)

(Related Entity debt) not release or waive any Financial Indebtedness owed by a Related Entity;

(u)

(constituent documents) not change its constituent documents without the prior written consent of NAB (such consent not to be unreasonably withheld unless the change could have a Material Adverse Effect);

(v)

(Compliance and enforcement of Material Documents):

(i)

comply with its obligations under each Material Document to which it is expressed to be a party in all material respects;

(ii)

enforce each Material Document to which it is expressed to be a party and exercise its rights, authorities and discretions under those documents prudently and, while a Default is continuing, in accordance with the directions (if any) of NAB; and

(iii)

use its best endeavours to keep the Material Documents valid and enforceable;

(w)

(Variation of Material Documents) not:

(i)

vary in any material respect;

(ii)

avoid, discharge, rescind, release, surrender, terminate (other than by performance) or accept the repudiation of;

(iii)

allow to expire (other than by effluxion of time);

(iv)

do or permit anything which would entitle another party to do anything referred to in clause (ii) in relation to; or

(v)

expressly or impliedly grant any material waiver, consent, time or indulgence under or in respect of,

a Material Document;

(x)

(Subsidiaries) except with the prior written consent of NAB, not acquire or permit to exist, a Subsidiary (other than a Subsidiary in existence as the date of this document disclosed to, and approved by NAB);

(y)

(further assurances) promptly:

(i)

do all such acts and execute all such documents as NAB may reasonably specify (and in such form as NAB may reasonably require) to:

(A)

enable NAB to exercise its rights under or in connection with each Finance Document;

(B)

bind each Obliger and any other person intended to be bound under a Finance Document;

(C)

enable NAB to register any power of attorney or any similar power;

(D)

perfect each Encumbrance created or intended to be created under the Security Documents or for the exercise of rights or remedies of NAB by or pursuant to any Finance Document or law;

(E)

confer on NAB an Encumbrance over any right, property and asset of the Obligors intended to be conferred by or pursuant to the Security Documents;

(F)

facilitate the realisation of assets, which are, or are intended to be subject of an Encumbrance; and

(G)

demonstrate whether the Obligors are complying with each Finance Document to which they are expressed to be a party; and

(ii)

take all action available to it as may be necessary for the purpose of creation, perfection, protection or maintenance of any Encumbrance conferred or intended to be conferred on NAB by or pursuant to any Finance Document; and

(z)

(other undertakings or conditions subsequent) comply with each other undertaking or condition subsequent set out, or as amended by any other provision, in this document.

10.	FINANCIAL COVENANTS AND HEDGING

10.1

Financial Covenants

Each Borrower must comply with the financial covenants set out in the Schedule (if any) and m any other part of this document (if any).

10.2

Accounting Policy

(a)

If, in the reasonable opinion of a Borrower or NAB, any changes to GAAP materially alter the effect of financial covenants referred to in clause 10.1 (Financial Covenants) or the related definitions, NAB will review the relevant covenants and definitions in consultation with the Borrower to determine whether any amendment is required to this document to take into account the change in GAAP so they have an effect comparable to that at the date of this document.

(b)

The Borrower acknowledges that, notwithstanding clause (a), NAB may determine, in its discretion, that no amendment to this document is required despite the change in GAAP.

10.3

Hedging

Each Obligor must comply with the hedging :equirements set out in the Schedule (if any) and m any other part of this document (if any).

11.

EVENTS OF DEFAULT

11.1

Events and circumstances

Each of the following events or circumstances is an Event of Default:

(a)

(payment default) an Obligor fails to pay any Amount Owing when due and payable to NAB at the place and in the currency in which it is expressed to be payable unless NAB is satisfied that the sole reason for such failure to pay is caused by administrative or technical error in the banking system generally which is beyond the control of that Obligor and payment is made within 2 Business Days after its due date;

(b)

(financial covenants and hedging) an Obligor breaches any of the requirements referred to in clause 10.1 (Financial Covenants) or clause 10.3 (Hedging);

(c)

(other defaults) an Obligor fails to perform and observe any obligation under, or any condition of any waiver or consent by NAB in connection with, any Finance Document to which it is expressed to be a party (other than those referred to in any other paragraph of clause 11.1 (Events and circumstances));

(d)

(representations and warranties) a representation or warranty made or deemed to be repeated by an Obligor to NAB in a Finance Document to which it is expressed to be a party or any other document or information delivered by or on behalf of any Obliger under or in connection with any Finance Document to which it is expressed to be a party is incorrect or misleading when made or deemed to be repeated;

(e)

(cross default}:

(i)

any Financial Indebtedness of an Obligor is not paid when due or within any applicable grace period;

(ii)

any Financial Indebtedness of an Obligor or any member of a Group becomes due and payable or is capable of being declared due and payable prior to its specified maturity (where such indebtedness in NAB's reasonable opinion is likely to have a material adverse impact on the ability of the Obligor or the member of the Group to meet its obligations to NAB); or

(iii)

any commitment for any Financial Indebtedness of an Obligor is cancelled or suspended by a creditor of an Obligor as a result of an event of default or change of control (however described);

(f)(Insolvency Event) an Insolvency Event occurs in relation to an Obligor;

(g)(enforcement proceedings) any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset of an Obligor having an aggregate value of at least the Threshold Amount and is not stayed or withdrawn within 5 Business Days;

(h)(vitiation) it becomes impossible for an Obligor to perform a material obligation under a Finance Document to which it is expressed to be a party;

(i)(material adverse change) an event or series of events (whether or not related) occurs which, in NAB's reasonable opinion, could have a Material Adverse Effect;

U)(unlawfulness and invalidity) it is or becomes unlawful for an Obligor to perform any of its obligations under any Finance Document to which it is expressed to be a party, or any Finance Document ceases to be in full force and effect or is alleged to be ineffective;

(k)(repudiation) an Obligor repudiates any Finance Document to which it is expressed to be a party or evidences an intention to repudiate a Finance Document;

(I)(litigation) any litigation, arbitration, other dispute resolution process or civil, criminal or administrative proceedings are current, pending or threatened before any court, arbitral body or Agency in respect of any Obligor or the assets of any Obligor which, if adversely determined, could have a Material Adverse Effect;

(m)(cessation of business) any Obligor ceases or threatens to cease conducting its business, or a material part of it, or substantially changes the nature of its business, without NAB's prior written consent;

(n)(investigation) a person is appointed under any law to investigate any part of the affairs of an Obligor or a Related Entity and that investigation could have a Material Adverse Effect;

(o)

(delisting, termination or suspension of listing) if any class of Marketable Securities of, or issued by, an Obligor is listed or quoted on any securities exchange (including the ASX), the listing or quotation of those Marketable Securities is removed from the official list of that securities exchange, is terminated or is suspended and remains suspended for a continuous period of 10 or more trading days;

(p)

(fraud) NAB reasonably believes any Obligor has acted fraudulently;

(q)

(status of Encumbrance):

(i)

any Encumbrance over an asset of an Obligor is enforced or becomes capable of being enforced;

(ii)

NAB loses the priority accorded to it under any Encumbrance created or intended to be created under a Security Document;

(iii)

the value of any Encumbered Property materially decreases (as assessed by NAB);

(iv)

any Agency compulsorily acquires all or a material part of any Encumbered Property, orders the sale or divesture of the Encumbered Property or takes any step for the purposes of doing, or proposes to do, any of those things; or

(v)

any native title claim is made or is proposed to be made in respect of any Encumbered Property;

(r)

(death or incapacity) in respect of any Obligor that is a natural person, the Obligor dies or is declared by a competent authority to be insane or mentally incapacitated; and

(s)

(other) any other event of default (however described) set out, or as amended by any provision, in this document or in any other Finance Document occurs.

11.2

Consequences of an Event of Default

(a)

If an Event of Default occurs and:

(i)

the Event of Default is under clause 11 .1 (f) (Insolvency Event) or is otherwise not capable of remedy by the Obligor, the Amount Owing is due and payable immediately without the need to give any prior notice other than that required by law; or

(ii)

the Event of Default is other than referred to in clause (a)(i), NAB will give the Borrower notice stating that an Event of Default has occurred and a reasonable grace period of up to 7 days (or such longer period as required by law or that NAB elects to allow) to remedy the Event of Default within that period. Where that Event of Default is not remedied within that period, the Amount Owing is due and payable immediately without the need to give any prior notice. An Event of Default will not be remedied if at the end of that period, the Event of Default in the notice or an Event of Default of the same type continues to exist.

(b)

Upon the Amount Owing being due and payable under clause 11.2(a)(i) or (ii), subject to any applicable law and in addition to any other rights, powers and remedies NAB may have (including under a Security Document or this document), NAB may without the need to give any prior notice, immediately or at any later time:

(i)

cancel the whole or any part of any remaining Facility or cancel all or any part of any remaining Facility Limit in which case the cancellation will take effect immediately;

(ii)

enforce any Security Document; and/or

(iii)

sue the Obligors for the Amount Owing.

(c)

If NAB gives notice to the Borrowers that it has done anything under clause (a), each Borrower must comply with that notice but otherwise must continue to perform its obligations under each Finance Document to which it is expressed to be a party as if the notice had not been given, subject to any contrary directions from NAB.

12.

APPOINTMENT OF CONSULTANTS

(a)

If NAB reasonably believes that a Default has occurred or that circumstances exist which could lead to a Default occurring, NAB may, and at NAB's request an Obligor must, engage such accountancy, financial management and other consultants as NAB may nominate to investigate and report to NAB on the financial condition and business affairs of any Obligor and whether each Obligor has complied with each Finance Document to which it is expressed to be a party and to make recommendations to NAB relating to the manner in which the Obligors carry on their business.

(b)

Any engagement referred to in clause (a) (whether by NAB or an Obliger) will be at the Obligors' cost, and NAB may exercise its sole discretion to debit those costs from any account of an Obligor. The Obligor must pay to NAB immediately on demand any amount so debited.

(c)

Each Obligor agrees to provide all assistance and information required by the consultants (including making all financial records available and giving access to all premises and records) to enable the consultants to conduct their examination promptly, completely and accurately.

(d)

No Obligor is obliged to accept the recommendations of any consultant, and NAB will assume no liability with respect to any actions an Obligor takes, or does not take, as a result of those recommendations.

13.

CHANGE OF CONTROL

(a)

If the person or persons who control an Obligor (whether directly or indirectly) at the date of this document cease to control that Obligor (a Change of Control), the Borrowers must promptly notify NAB upon becoming aware of that event and NAB may (acting reasonably):

(i)

review pricing in respect of any Facility in accordance with clause 14 (Review); and/or

(ii)

by giving written notice to the Borrowers:

(A)

cancel the whole or any part of a Facility whereupon it will be immediately cancelled; and

(8)

declare that all or any part of the Amount Owing is due and payable on the date specified in NAB's written notice whereupon it will be due and payable on the specified date.

(b)

For the purposes of this clause 13 (Change of Control), "control" of a corporation includes the power to directly or indirectly:

(i)

direct the management or policies of the corporation either generally or, if that corporation acts as trustee of a trust or responsible entity of a Registered Scheme, the trust or Registered Scheme (as the case may be); or

(ii)

control the membership of the board of directors,

whether or not the power has statutory, legal or equitable force or is based on statutory, legal or equitable rights and whether or not it arises by means of trusts, agreements, arrangements, understandings, practices, the ownership of any interest in shares or stock of the corporation or interests in any trust or Registered Scheme or otherwise.

14.

REVIEW

14.1

Pricing Review Events

(a)

NAB has the right to review the pricing applicable to a Facility (Pricing Review):

(i)

on or about each anniversary of the date of this document;

(ii)

at any time if NAB reasonably believes that there is a Default;

(iii)

as permitted under clause 13 (Change of Control); or

(iv)

at any time to the extent necessary (NAB acting reasonably) to reflect the then prevailing market conditions or changes to NAB's general pricing for facilities of that type at that time.

(b)

NAB may request a Borrower to provide information in connection with a Pricing Review and the Borrower must provide such information as soon as possible following receipt of the request.

14.2

Consequences of a Pricing Review

(a)

Following a Pricing Review, NAB may, by giving written notice (including by way of revised terms and conditions for any Facility or by way of a revised Fees Guide) to the Borrowers and/or by way of publication on NAB's website and/or advertisement in the local or national press:

(i)

introduce a new fee, charge or premium or change an existing fee, charge or premium (including its amount, the way in which it is calculated and when it is charged); and

(ii)

change the interest rate or yield rate applicable to a Facility including by changing or introducing a margin (including by making the margin positive or negative), or substituting a different indicator rate for the relevant indicator rate (except where the rate is a fixed rate).

(b)

Where NAB gives the Borrowers notice under clause (a) by way of advertisement in the local or national press or by way of publication on NAB's website, NAB will also endeavor to directly notify the Borrowers of the change although NAB will not be precluded from charging the new or adjusted pricing if it does not directly notify the Borrowers.

(c)

An introduction or change of a matter specified in clause (a) takes effect on:

(i)

the date specified in the relevant notice to the Borrowers; and/or

(ii)

on the date specified in the relevant advertisement in the local or national press or in the publication on NAB's website.

14.3

Pricing Review Fee

(a)

A review fee may be payable to NAB in respect of each Pricing Review in the amount set out in the relevant Details.

(b)

NAB may debit the review fee from any account of a Borrower. The Borrower must pay to NAB immediately on demand any amount so debited.

14.4

Review Event

Each Borrower must promptly notify NAB after it becomes aware that a Review Event has occurred.

14.5

Review Event Consequences

(a)

Following the occurrence of a Review Event, the Obligors and NAB must enter into negotiations for a period of not less than the Negotiation Period, with a view to agreeing terms on which NAB would be prepared to offer to provide, fund or maintain all or any of the Facilities.

(b)

If agreement is reached, the Obligors must do all acts and execute all documents as NAB requires to document, or to protect, preserve or secure NAB's rights and interests under, such agreement.

(c)

If agreement is not reached within the Negotiation Period or if (in the opinion of NAB) any of the Obligors does not do all acts and execute all documents as NAB requires to document, or to protect, preserve or secure for NAB's rights and interests under, any agreement, NAB may by giving written notice to the Borrowers:

(i)

cancel the whole or any part of a Facility whereupon it will be immediately cancelled; and

(ii)

declare that all or any part of the Amount Owing is due and payable whereupon it will be due and payable within the Mandatory Prepayment Period.

(d)

If the Borrowers fail to prepay all amounts payable under clause (c) within the Mandatory Prepayment Period, that failure will constitute an Event of Default and NAB. may exercise any of its rights set out in clause 11.2 (Consequences of an Event of Default)

15.

OPEN TREASURY TRANSACTIONS

If any Facility is terminated or cancelled in full or in part or if any part of the Balance Owing in respect of any Facility is permanently prepaid or repaid or if any part of the Balance Owing in respect of any Facility becomes repayable before its stated maturity date for any reason and if at that time there are any treasury related transactions in existence between NAB and any Borrower (Open Positions) then:

(a)

NAB may close out the Open Positions, by entering into opposite positions for the balance of the unexpired term, or by such other means as may be usual in the relevant market, and any such close out must be at market rates prevailing at the time;

(b)

any Costs incurred by NAB in closing out Open Positions under clause (a) must be paid by the relevant Borrower to NAB immediately upon demand by NAB;

(c)

any gain derived by NAB in closing out Open Positions under clause (a) will be credited to the relevant Borrower and set off against the Amount Owing by the relevant Borrower; and

(d)

NAB will give the relevant Borrower reasonable particulars of the manner of close out of the Open Positions and the basis of calculation of any amounts payable by or to the relevant Borrower arising from transactions that close out.

by or to the relevant Borrower arising from transactions that close out.

16.COSTS AND TAXES

16.1Bank's Costs

Each Borrower must pay to NAB immediately Schedule. upon demand all Taxes and reasonable Costs paid or payable by NAB of any nature incurred by NAB in connection with:

(a)

the negotiation, preparation, execution, delivery, stamping, registration, completion, applying to amendment, release and discharge of each Finance Document or the provision of any those Drawing (whether payable directly or otherwise paid by NAB and regardless of the date on which it is due, payable and/or relevant paid); where

(b)

preparing, registering and maintaining any Fees financing statement or financing change statement (each as defined in the PPSA) in relation to a Security Document, or not taking any other action that in NAB's once reasonable opinion is necessary under may clause 1.6; part.

(c)

the consideration and grant of any request for consent, approval or waiver by NAB after, that under any Finance Document regardless as of whether or not NAB gives the consent, time approval or waiver sought; they

(d)

the preservation, exercise, enforcement or waiver of any power, right or remedy under any Finance Document, taking (or reasonably considering, preparing or if no attempting to take) any action in connection separate with any Finance Document or in Facility, connection with anything referred to in NAB clause 23(d); and

(e)

any enquiry from an Agency involving an that Obligor,

including:

(f)

all Costs and Taxes of any nature incurred immediately in connection with the remuneration of any set-off administrator or Controller or similar clear of persons appointed by NAB or anything unless done by any such persons appointed; and

(g)

any administration costs of NAB in relation required by to the matters described in clause (c).

16.2Obligors’ Costs

Without prejudice to clauses 12(b) and 14.3(b), each Obligor will be responsible for all of its own costs and expenses in connection with the Finance Documents and the transactions contemplated by those documents.

17.FEES

(a)

The Borrowers must pay to NAB the fees specified in the Schedule, at the times specified in the Schedule.

(b)

In addition to the fees set out in the Schedule, the Borrowers must pay to NAB the other fees specified in the Details, the Specific Conditions (or, if none, the separate terms and conditions a Facility) and the Fees Guide, in the manner and at the times specified in documents.

(c)

If a Balance Owing exceeds the Facility Limit for any reason (even NAB has approved the excess), fees may apply as detailed in the relevant Guide.

(d)

Unless otherwise agreed, fees are charged on a pro-rata basis and, incurred, charged or paid (as the case be) are non-refundable in whole or in

(e)

Fees that are payable when an event occurs may be debited when, or event occurs and periodic fees (such Service Fees) may be debited at any during, or after, the period to which relate.

18.PAYMENTS

(a)

Subject to the Specific Conditions or, Specific Conditions apply, the terms and conditions applying to a all payments due by a Borrower to must be made on the due date (or if date is specified, then on demand by NAB) unless such payment is due on a day is not a Business Day in which case payment must be made on the next Business Day.

(b)

All payments must be made in available cleared funds and without or counter-claim, and be free and any deduction or withholding, required by law.

(c)

If a deduction or withholding is required by law, the relevant Borrower must:

(i)

make that deduction and/or withholding, pay such amount in full to the appropriate Agency and deliver to NAB a copy of the receipt for the payment; and

(ii)

increase its payment to NAB to an amount which will result in NAB receiving (after the deduction or withholding) the full amount which it would have received if no deduction or withholding had been required.

(d)

All payments are payable in Dollars unless otherwise stated.

(e)

If NAB receives or recovers an amount in a currency other than that in which it is due:

(i)

NAB may convert the amount received or recovered into the due currency (and if necessary convert through other currencies) on such day and at such rates as NAB considers appropriate. NAB may deduct from the amount it receives or recovers its usual costs in connection with the conversion; and

(ii)

the Borrower satisfies its obligation to pay only to the extent of the amount of the due currency obtained from the conversion after deducting conversion costs.

(f)

If NAB is debiting an amount from an account held by a Borrower, and that amount is in a currency other than that of the account, NAB may:

(i)

convert the amount to be debited into the currency of the relevant account (and if necessary convert through other currencies) on such day and at such rates as NAB considers appropriate; and

(ii)

debit from that account the amount so converted, plus the costs of conversion.

The Borrower satisfies its obligation to pay only to the extent of the amount of the due currency obtained from the conversion after deducting conversion costs.

(g)

For the purposes of making payments under this document, a day ends at 4 p.m. in the Governing Law Jurisdiction.

19.

GST

(a)

Unless otherwise specified, all amounts referred to in a Finance Document are exclusive of GST.

(b)

If GST is or will be imposed on any Supply made by NAB under or in connection with a Finance Document to a Recipient, where

any amount or consideration (consideration) payable or to be provided by the Recipient under the Finance Document in relation to that Supply is exclusive of GST (GST-exclusive consideration), NAB may:

(i)

increase the consideration payable by an additional amount on account of GST; or

(ii)

otherwise recover from the Recipient an additional amount on account of GST.

(c)

The additional amount on account of GST is to be calculated by multiplying the GST-exclusive consideration for the relevant Taxable Supply by the GST rate prevailing at the time of the Taxable Supply.

(d)

NAB will issue the Recipient with a Tax Invoice prior to seeking payment for the relevant Supply.

(e)

Each Recipient must pay NAB the amount of any loss or Costs incurred by NAB as a result of or in connection with NAB not receiving any additional amount on account of GST.

20.

INCREASED COSTS

(a)

Subject to clause (c), each Borrower must, immediately upon demand, pay the amount of any Increased Costs reasonably determined by NAB as required to compensate NAB or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation or application of) any law; or

(ii)

compliance with any law,

made after the date of this document including any law with regard to capital adequacy, prudential limits, liquidity, reserve assets, banking or monetary controls or Tax.

(b)

In this document, Increased Costs means:

(i)a reduction in the rate of return from any Facility or on the overall capital (including as a result of any reduction in the rate of return on capital as more capital is required to be allocated) of NAB or any of its Affiliates;

(ii)

an additional or increased cost to NAB or any of its Affiliates of providing, funding or maintaining a Facility; or

(iii)

a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by NAB or any of its Affiliates to the extent attributable to NAB or any of its Affiliates funding or performing its obligations under any Finance Document.

(c) Clause (a) does not apply to the extent any Increased Costs are compensated by the relevant Borrower under clause 18(c).

21.

ECONOMIC COSTS

21.1

When Economic Costs are payable

WARNING: Economic Costs can be high and may increase the amount owed. Borrowers can ask NAB at any time for an estimate of Economic Costs.

(a)

Economic Costs are potentially payable by the Borrowers for a Facility whenever an Economic Event occurs in relation to that Facility.

(b)

NAB will determine the amount of any Economic Costs payable in respect of the occurrence of an Economic Event and will notify the relevant Borrowers of the amount (if any) that is payable by them in accordance with NAB's calculation under clause 21.3, Borrowers must pay NAB the amount of any Economic Costs notified to them by NAB as payable by them under this clause 21. Borrowers must pay those notified Economic Costs immediately following their receipt of the notification of the Economic Costs payable.

21.2

Economic Events

An Economic Event is taken to have occurred if, at any time while a Yield Rate or an Interest Rate (other than a variable Interest Rate) applies to a Facility, a Facility Component, a Loan Account or a Drawing:

(a)

all or part of that Facility, Facility Component, Loan Account or Drawing is repaid early (even if NAB agrees to the early repayment being made);

(b)

that Facility, Facility Component, Loan Account or Drawing is re-priced by agreement from one fixed rate to another fixed rate or to another type of rate (such as a variable rate);

(c)

that Facility or a relevant Facility Limit or Component Limit is cancelled, reduced or not fully drawn for any reason at any time before the Expiry Date;

(d)

NAB is for any reason no longer obliged to accept, discount or endorse Bills under the Facility or a Bill is cancelled before its Maturity Date; or

(e)

if the Amount Owing becomes immediately due and payable following an Event of Default, or the Balance Owing otherwise becomes repayable, and NAB elects to treat it as an Economic Event;

except to the extent that this occurs:

(f)

for a Facility other than a Bill Facility, NAB Business Markets Facility or NAB Corporate Markets Loan - on the Repricing Date applicable to the Facility or Loan Account (as the case may be), or if that day is not a Business Day, on the next Business Day;

(g)

for a Bill Facility, NAB Business Markets Facility or NAB Corporate Markets Loan, in relation to the Floating Amount;

(h)

on the Expiry Date; or

(i)

in order to comply with the Amortisation Schedule (if any).

21.3

How NAB calculates Economic Costs

NAB will determine Economic Costs by calculating a reasonable estimate of the Costs and losses incurred, or expected to be incurred, by NAB (including fees, charges and premiums) in connection with an Economic Event. The calculation of Economic Costs may incorporate the following:

(a)

in relation to a Facility other than a Bill Facility, NAB Business Markets Facility or NAB Corporate Markets Loan, Costs, representing the difference between NAB's cost of funds at the start of the relevant Fixed Rate Period or Pricing Period and NAB's cost of funds at the date of the Economic Event over the remainder of that period. This is then discounted back to the net present value at the rate equivalent to NAB's cost of funds at that date;

(b)

in relation to a Bill Facility, NAB Business Markets Facility or NAB Corporate Markets Loan, Costs and losses calculated by reference to the difference between:

(i)

the interest rate used or applied by NAB when setting the Yield Rate or interest rate for the Facility or the relevant Facility Component; and

(ii)

the most applicable interest rate available to NAB at the date of the Economic Event, after having regard to the remaining term to maturity of the Facility.

The calculated Costs and losses are then discounted back to the net present value at the rate determined by NAB at that date; or

(c)

the liquidation of deposits or other funds, or the termination or reversing of any swap or option agreement or other agreement or arrangement entered into by NAB (either generally in the course of NAB's business or specifically in connection with this document) to fund or maintain the Facility or to hedge, fix or limit NAB's effective cost of funding in relation to the Facility.

22.

CURRENCY INDEMNITY

22.1

Payments

Each Borrower indemnifies NAB against any Costs reasonably incurred by NAB as a result of a failure by an Obligor to pay any amount due under a Finance Document on its due date in accordance with the terms of that Finance Document or in the relevant currency.

22.2

Judgments and orders

(a)

Clause (b) applies if a judgment or order is given by any court or tribunal for the payment of any Amount Owing to NAB under a Facility, or for the payment of damages to NAB in respect of any breach of the terms of a Facility, where that judgment or order is expressed in a currency (the Judgment Currency) which is different from the currency expressed to be payable under this document in relation to the Facility (the Relevant Foreign Currency).

(b)

Each Borrower indemnifies NAB against any deficiency in the amounts received by NAB arising or resulting from any variation between:

(i)

the rate of exchange at which the Relevant Foreign Currency is converted into the Judgment Currency (whether through other currencies or not) for the purpose of the judgment or order; and

(ii)

the rate of exchange at which NAB is able to purchase the Relevant Foreign Currency with the Judgment Currency (whether through other currencies or not) at the time of its receipt by NAB.

23.

OTHER INDEMNITIES

Each Borrower indemnifies NAB against, and must pay NAB on demand, any Costs and Taxes reasonably incurred or suffered by NAB as a result of:

(a)

NAB investigating any event or circumstance which it reasonably believes is a Default, a Review Event or a Change of Control;

(b)

the occurrence of any Default, Review Event or Change of Control;

(c)

information produced or approved by or on behalf of an Obligor or any other member of a Group under or in connection with any Finance Document or the transactions contemplated by any Finance Document being or being alleged to be misleading or deceptive in any respect;

(d)

any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated under any Finance Document;

(e)

NAB acting or relying on any notice, request or instruction (whether in electronic form or otherwise) which it reasonably believes to be genuine, correct and appropriately authorised;

(f)

any indemnity NAB gives a Controller or administrator of any Obligor; and

(g)

NAB terminating, reversing or varying any agreement, arrangement or transaction entered into to hedge, fix or limit its effective cost of providing, funding or maintaining a Facility.

24.

SET-OFF

(a)

NAB may, at any time without any demand or notice, combine, consolidate or merge all or any accounts of a Borrower or a Cross-Guarantor and may also set off any amounts payable by that person under this document against any credit balance in information those accounts.

(b)

Each Borrower and each Cross-Guarantor request, and irrevocably authorises NAB to do anything NAB necessary for the purpose set out in clause (a) including redeeming and/or appropriating all or any part of any account, deposit or other arrangement between NAB and that Borrower or Cross-Guarantor process under which NAB may be indebted to that without Borrower or Cross-Guarantor, even if the balance on any such account and the transaction amounts payable under this document are will: not expressed in the same currencies.

(c)

NAB may make any currency conversion any it considers necessary or desirable for the sanctions);purpose set out in clause (a) and clauses 18(e) and 18(f) will apply in relation to any such conversion.

25.LIABILITY FOR REGULATORY EVENTS

(a)

From time to time, the Services may be the interrupted, prevented, delayed or involves any otherwise adversely affected by a Regulatory Event.

(b)

To the extent permitted by law

(i)

NAB is not liable for any loss or information expense suffered or incurred by an reasonably Obligor or any other person if an money event described in clause (a) occurs, economic irrespective of the. nature or cause of comply with that loss, and NAB has no obligation or any to contest any Regulatory Event or to that mitigate its impact on an Obligor or NAB; and

(ii)

each Obligor releases NAB from all liability in connection with any loss incurred by an Obligor or any other person if an event described in clause (a) occurs.

(c)

To the extent that NAB's liability cannot be terrorism excluded, NAB's liability is limited to the cost of having the Service supplied again.

(d)

NAB may use and disclose to any other financial institution or Agency, any information about any Obligor, or any Affiliate of any Obligor, or the Facilities or and the Services, for any purpose which NAB, or any other financial institution, considers appropriate or necessary in considers appropriate or necessary in connections with any Regulatory Event or the Facilities or the Services and this may result in information being transmitted overseas.

(e)

Each Obligor agrees to provide to NAB about it, the Facilities, the or any person connected with it or the Facilities or the Services on to promptly procure any consents requires to give effect to clause (d).

26.ANTI-MONEY LAUNDERING

(a)

NAB may delay, block or refuse to any payment or other transaction incurring any liability if NAB knows or reasonably suspects that the or the application of its proceeds will:

(i)

breach, or cause NAB to breach, any applicable laws or regulations of jurisdiction (including any or

(ii)

allow the imposition of any penalty on NAB or its Affiliates under any such law or regulation,

including where the transaction or application of its proceeds entity or activity the subject of any applicable sanctions of any jurisdiction binding on NAB or its Affiliate, or the direct or indirect proceeds of unlawful activity.

(b)

Each Obligor must provide all to NAB promptly which NAB requires in order to manage its laundering, terrorism financing or and trade sanctions risk or to any laws or regulations in Australia other country. Each Obligor agrees NAB may disclose any information concerning the Obligor to any Agency where required by any such law or regulation in Australia or any other country. Each Obligor agrees that NAB may disclose any information concerning the Obligor to any Agency where required by any such law or regulation in Australia or elsewhere.

(c)

Each Obligor undertakes to exercise rights and perform its obligations Finance Documents in accordance with all applicable laws or regulations relating to anti-money laundering, counter-financing or sanctions.

27.GUARANTEE AND INDEMNITY

27.1Guarantee and indemnity

Each Cross-Guarantor irrevocably and unconditionally jointly and severally:

(a)

guarantees to NAB punctual performance by each Obligor of all that Obligor's obligations under the Finance Documents;

(b)

undertakes with NAB that:

(i)

whenever an Obligor does not pay any amount when due under or in connection with any Finance Document (or anything which would have been due if the Finance Document or the amount was enforceable, valid and not illegal}, immediately on demand by NAB that Cross-Guarantor shall pay that amount as if it was the principal obligor; and

(ii)

if an Ipso Facto Event has occurred then that Cross-Guarantor shall immediately on demand by NAB pay all Drawings, accrued interest and Amount Owing as if it was the principal obligor; and

(c)

indemnifies NAB immediately on demand against any cost, loss or liability suffered by NAB if any obligation guaranteed by it (or anything which would have been an obligation guaranteed by it if not unenforceable, invalid or illegal} is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which NAB would otherwise have been entitled to recover.

Each of paragraphs (a), (b}(i), (b}(ii) and (c) is a separate obligation. None is limited by reference to the other.

27.2

Continuing guarantee

This guarantee, undertaking and indemnity is a continuing guarantee, undertaking and indemnity and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

27.3

Reinstatement

If any payment to or any discharge, release or arrangement given or entered into by NAB (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced for any reason (including as a result of insolvency, breach of fiduciary or statutory duties or any similar event):

(a)

the liability of each Obligor shall continue and any such security shall be reinstated as if the payment, discharge, avoidance or reduction had not occurred; and

(b)

NAB is entitled to recover the value or amount of that security or payment from each Obligor as if the payment, discharge, avoidance or reduction had not occurred.

27.4

Waiver of defences

The obligations of each Cross-Guarantor under this clause will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or NAB) including:

(a)

any time, waiver or other concession or consent granted to, or composition with, any Obligor or other person;

(b)

the release or resignation of any other Obligor or any other person;

(c)

any composition or arrangement with any creditor of any Obligor or other person;

(d)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(e)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(f)

any amendment, novation, supplement, extension, reinstatement or replacement of a Finance Document or any other document or security (however fundamental and whether or not more onerous) including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document;

(g)

any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security;

(h}

any set off, combination of accounts or counterclaim;

(i)any insolvency or similar proceedings; or

(U)

this document or any other Finance Document not being executed by or binding against any other Obligor or any other party.

References in clause 27.1 to obligations of an Obligor or amounts due will include what would have been obligations or amounts due but for any of the above, as well as obligations and amounts due which result from any of the above.

27.5

Immediate recourse

Each Cross-Guarantor waives any right it may have of first requiring NAB to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Cross-Guarantor under this clause. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

27.6

Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, NAB may:

(a)

refrain from applying or enforcing any other moneys, security or rights held or received or recovered (by set-off or otherwise) by NAB (or any trustee or agent on its behalf) in respect of those amounts, or appropriate apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Cross-Guarantor shall be entitled to the benefit of the same; and

(b)

without limiting paragraph (a), refrain from applying any moneys received or recovered (by set-off or otherwise) from any Cross-Guarantor on account of any Cross-Guarantor's liability under this clause in discharge of that liability or any other liability of an Obliger, and claim or prove against anyone in respect of the full amount owing by the Obligors.

27.7

Deferral of Cross-Guarantors' rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless NAB otherwise directs, no Cross-Guarantor will:

(a)

exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(i)

to be indemnified by an Obligor;

(ii)

to claim any contribution from any other guarantor of or provider of security for any Obliger's obligations under the Finance Documents;

(iii)

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of NAB under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by NAB;

(iv)

to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Cross-Guarantor has given a guarantee, undertaking or indemnity under clause 27.1; or

(v)

to exercise any right of set off against any Obligor;

(b)

in any form of administration of an Obligor (including liquidation, winding up, bankruptcy, voluntary administration, dissolution or receivership or any analogous process) prove for or claim, or exercise any vote or other rights in respect of, any indebtedness of any nature owed to it by the Obligor.

27.8

Trust

If, in any form of administration of an Obligor (including liquidation, winding up, bankruptcy, voluntary administration, dissolution or receivership or any analogous process), a Cross-Guarantor receives any sum in respect of any indebtedness of any nature owed to it by the Obligor, it will hold on trust for NAB so much of that sum as does not exceed the amount which may be or become payable to NAB under or in connection with the Finance Documents. It will promptly pay it to NAB.

27.9

Additional security

This guarantee, undertaking and indemnity is in addition to and is not in any way prejudiced by any other guarantee, undertaking and indemnity or security now or subsequently held by NAB.

28.

POWER OF ATTORNEY

(a)

Each Obligor {for consideration received) irrevocably appoints NAB and each authorised officer or Controller appointed by NAB (each an Attorney) severally as its attorney for the purposes set out in clause (b).

(b)

In addition to doing anything which in the reasonable opinion of an Attorney is necessary or expedient for securing or perfecting this document and any Encumbrance created under a Security Document at any time, the Attorney may, after the occurrence of an Event of Default, do any of the following:

29.

ASSIGNMENT AND CHANGES TO THE OBLIGORS

29.1

Assignments and transfers by NAB

(a)

NAB may assign any of its rights or novate, sub-participate, sell-down or transfer by whatever form or otherwise deal with any or all of its rights and obligations under any Finance Document without the consent of, or notice to, any Obligor.

(b)

In order to facilitate any such dealing, NAB may (but is not obliged to), from time to time, separate and sever any of its rights (or any part of any of its rights) described in a notice given by NAB to the Obligors from its other rights and obligations under any Finance Document. Any such notice is effective from the time of delivery so that:

(i)

the rights and obligations described in the notice are independent from, and may be assigned (including at law), novated, sub-participated, sold-down, transferred or otherwise dealt with separately from, any other rights and obligations of NAB under that Finance Document;

(ii)

the rights and obligations described in the notice may be exercised differently from any other rights and obligations of NAB under that Finance Document; and

(iii)

the Amount Owing in respect of those rights may be calculated separately from the other Amount Owing.

29.2 Assignments and transfers by Obligors

No Obligor may assign its rights or novate its obligations or otherwise deal with its rights and obligations under any Finance Document without NAB's prior written consent.

29.3

Additional Borrowers

(a)

A Borrower may request that any of its wholly-owned Subsidiaries becomes an Additional Borrower. That Subsidiary may become an Additional Borrower only if:

(i)

NAB approves the addition of that Subsidiary;

(ii)

the Borrower delivers to NAB an Accession Letter, duly completed and executed by the Borrower and the Subsidiary, whereby the Subsidiary accedes as both an Additional Borrower and (unless the Subsidiary is already a Cross-Guarantor) an Additional Cross-Guarantor;

(iii)

the Borrower confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower; and

(iv)

NAB has received all of the documents and other evidence listed in Annexure 6 (Conditions precedent required to be delivered by an Additional Obligor) in relation to that Additional Borrower, each in form and substance satisfactory to NAB.

(b)

If NAB accepts and executes the Accession Letter and notifies the Borrower, the Subsidiary becomes an Additional Borrower with effect on and from the date specified in the Accession Letter and is bound by the terms of this document.

29.4

Additional Cross-Guarantors

(a)

A Borrower may request that any of its wholly-owned Subsidiaries becomes an Additional Cross-Guarantor. That Subsidiary may become an Additional Cross-Guarantor only if:

(i)

NAB approves the addition of that Subsidiary;

(ii)

the Borrower delivers to NAB a duly completed and executed Accession Letter executed as a deed by the Borrower and the Subsidiary whereby the Subsidiary accedes as an Additional Cross-Guarantor; and

(iii)

NAB has received all of the documents and other evidence listed in Annexure 6 (Conditions precedent required to be delivered by an Additional Obligor) in relation to that Additional Cross-Guarantor, each in form and substance satisfactory to NAB.

(b)

If NAB accepts and executes the Accession Letter and notifies the Borrower, the Subsidiary becomes an Additional Cross-Guarantor with effect on and from the date specified in the Accession Letter and is bound by the terms of this document.

29.5

Additional Security Providers

(a)

A Borrower may request that a person becomes an Additional Security Provider. That person shall become an Additional Security Provider if:

(i)

NAB approves the addition of that person;

(ii)

the Borrower delivers to NAB a duly completed and executed Accession Letter executed as a deed by the Borrower and the person whereby the person accedes as an Additional Security Provider; and

(iii)

NAB has received all of the documents and other evidence listed Annexure 6 (Conditions precedent required to be delivered by an Additional Obligor) in relation to that Additional Security Provider, each in form and substance satisfactory to NAB.

(b)

If NAB accepts and executes the Accession Letter and notifies the Borrower, the person becomes an Additional Security Provider with effect on and from the date specified in the Accession Letter and is bound by the terms of this document.

29.6

Resignation of a Cross-Guarantor

(a)

A Borrower may request that a Cross-Guarantor ceases to be a Cross-Guarantor by delivering to NAB a duly completed and executed Resignation Letter.

(b)

If NAB (acting reasonably having regard to its legitimate commercial interests) accepts and executes the Resignation Letter and notifies the Borrower of its acceptance of the Resignation Letter, the Cross-Guarantor shall cease to be a Cross-Guarantor with effect on and from the date specified in the Resignation Letter and shall have no further rights or obligations as a Cross-Guarantor under the Finance Documents.

29.7

Resignation of a Security Provider

(a)

A Borrower may request that a Security Provider ceases to be a Security Provider by delivering to NAB a duly completed and executed Resignation Letter.

(b)

If NAB (in its absolute discretion) accepts and executes the Resignation Letter and notifies the Borrower of its acceptance of the Resignation Letter, the Security Provider shall cease to be a Security Provider with effect on and from the date specified in the Resignation Letter and shall have no further rights or obligations as a Security Provider under the Finance Documents.

29.8

Repetition of representations

Delivery of an Accession Letter constitutes confirmation by the proposed Additional Obligor that the representations and warranties in this document are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

29.9

Accession Letters and Resignation Letters

For each Accession Letter or Resignation Letter, each Obligor for valuable consideration irrevocably appoints each Borrower to execute the Accession Letter or Resignation Letter on its behalf.

30.

CONFIDENTIALITY

(a)

Each party agrees that no party will disclose to an Interested Person, or any other person at the request of an Interested Person, any information of the kind described in section 275(1) of the PPSA unless allowed or required by law.

(b)

Each Obligor agrees that it will not authorise the disclosure of any information of the kind described in section 275(1) of the PPSA.

(c)

Each party agrees not to disclose information provided by the other party (including the existence or contents of this document) except:

(i)

to officers, employees, legal and clauses other advisers and auditors of an Obligor, NAB or a Receiver;

(i)

with the consent of the other party (who must not unreasonably withhold under their consent);

(ii)

if required by any stock exchange or stated, if allowed or required by law;

(iii)

by NAB under clause 25 (Liability for Regulatory Events) or in relation the document exercise of its rights under clause 29.1(a) (Assignments and transfers by NAB);

(iv)

by NAB to any Related Entity of NAB purpose or an Obligor;

(v)

by NAB to any assignee of NAB's NAB to rights under this document or any other arrangement (including a request, bill of exchange, agreement, NAB's guarantee oran Encumbrance) under Obligor that which obligations are or could in the future be owed to NAB provided the receiving party is bound by an email); or obligation of confidentiality;

(vi)

by NAB to any person in connection service with NAB exercising rights or dealing with rights or obligations including preparatory steps such as negotiating to with any potential assignee of NAB's giving rights or other person who is considering contracting (directly or indirectly) with NAB or a Receiver in connection with this document, or department or anyone who invests in or otherwise finances or administers such a that transaction, provided the receiving substitute party is bound by an obligation of address confidentiality;

(vii)

by NAB for the purpose of registering and maintaining any financing statement or financing change statement (each as defined in the PPSA) relating to NAB's Security Documents; or

(viii)

by NAB to any Obligor or person NAB believes may become an Obligor, received; and provided that the prohibition under clause (a) or (b) is absolute and therefore none of the exceptions in this clause (c} apply to a disclosure under clause (a) or (b).

(d)

NAB agrees that each Borrower is providing its signed copy of this document on the condition that NAB complies with its obligations of confidentiality under clauses (a) and (c) above.

31. COMMUNICATIONS AND NOTICES

(a)

Any communication or notice made or in connection with any Finance Document must be made in legible writing in English and, unless otherwise may be delivered by post or email.

(b)

Any communication or notices Drawdown Notice) under this may be submitted by an Authorised of an Obligor (or other person by or on behalf of the Obligor for the purpose) by any electronic method approved by NAB for a specific from time to time.

(c)

Any communication or notice from an Obligor, may be:

(i)

given by making it available at website and notifying the the information is available electronically (including by SMS or email); or

(ii)

given by other electronic method or by making it available on a service provided by NAB

Obligors may withdraw their agreement to receive notices by electronic means by giving NAB notice.

(d)

The address, email address, mobile telephone number and the department officer for whose attention the communication is to be marked is that identified in the Schedule or any substitute address, electronic address, email address or department or officer as an Obligor may notify to NAB (or NAB may notify to the Obligors, if a change is made by NAB) by not less than 5 Business Days' prior written notice.

(e)

Unless a later time is specified in the communication, a communication effect from the earlier of:

(i)

the time it is actually,received; and

(ii)

except in the case of a communication to NAB, the time it is deemed to be received under clause (f).

(f)

Subject to clause (g), any communication or notification will be deemed to be received:

(i)

if left at the recipient's address, at the time left at the relevant address;

(ii)

if sent electronically to a Borrower to an email address or if made available at NAB's website and notified to an Obligor under sub-clause (c) or if sent by another electronic method, at the time it was sent or when it was posted on a service provided by NAB;

(iii)

if by way of post, 3 Business Days (or 7 Business Days if sent overseas) after being posted; or

(iv)

if a notice is given by publishing it, at the time the notice is first published,

unless delivery or receipt is on a day which is not a Business Day or is after 4:00 p.m. (addressee's time) in which case it will be deemed to be received at 9:00 a.m.on the following Business Day.

(g)

Except in respect of a communication submitted under sub-clause (b), each communication to NAB:

(i)

must be addressed to the department or officer of NAB specified in accordance with (d); and

(ii)

where the Obligor is a company must be signed (either directly or with a digital image of their signature) by an Authorised Officer.

(h)

NAB may rely on any notice or communication from an Obligor, an Authorised Officer of an.Obligor or any other authorised person referred to in sub-clause (b), or on any notice or communication that NAB believes in good faith is from any of those persons.

32.

ACCOUNTS AND CERTIFICATES

(a)

In any litigation, arbitration proceedings or other dispute resolution process arising out of or in connection with a Finance Document, the entries made in the accounts maintained by NAB are sufficient evidence of the matters to which they relate unless the contrary is proved.

(b)

Any certification or determination by NAB of an exchange rate, a rate of interest or any amount under any Finance Document is sufficient evidence of the matters to which it relates and any certification or determination by NAB of any other matter is sufficient evidence of the matters to which it relates unless and until it is established to be incorrect.

33.

ACCOUNTING FOR TRANSACTIONS

(a)

Each Borrower irrevocably authorises NAB to open such accounts as NAB reasonably determines to be necessary in connection with a Facility.

(b)

Each Borrower of a Facility irrevocably authorises NAB to debit from the Loan Account or Nominated Account for that Facility (if any) any amounts payable by the Borrower in relation to that Facility or account, including interest, Costs, Taxes, enforcement expenses and any amount payable under .an indemnity, unless otherwise stated or agreed.

(c)

If a Borrower authorises NAB to debit any amount from an account or one of two or more accounts, NAB can debit that amount from that account (or if more than one account, from any account it chooses) even if it causes the account to become overdrawn. Alternatively, if there are insufficient cleared funds in that account, the Borrower authorises NAB to debit that amount from any account of the Borrower NAB decides, including an account NAB opens in the Borrower's name.

(d)

If this document does not state to which account an amount may be debited or credited, NAB may debit or credit that amount from any account (including, for the avoidance of doubt, any Loan Account or Nominated Account) of the Borrower NAB decides, including an account NAB opens in the Borrower's name.

(e)

Where NAB debits an account in the name of a Borrower, opened by:

(i)

the Borrower, the Borrower must pay NAB interest (including default interest if applicable) on any debit balance in accordance with the terms of that account;

(ii)

NAB, the Borrower must pay NAB interest on the overdrawn balance of that account (other than an overdraft account where the balance does not exceed the applicable Facility Limit) at the Default Interest Rate applying to the relevant Facility or, if there is none, in accordance with the terms normally applied by NAB to accounts of that type; or

(iii)

either the Borrower or NAB, and the amount debited is not otherwise payable in accordance with this document, the overdrawn balance of the account (taking into account any limit applicable to that account) is immediately payable by the Borrower when NAB asks. It is to the Borrower's benefit to pay this amount as soon as possible to minimise fees and interest (including default interest).

(f)

Unless otherwise provided, NAB may apply any payment under or in connection with this document towards satisfying obligations under this document as NAB reasonably sees fit.

(g)

Where NAB is authorised to debit an amount from an account under this document, it can do so without prior notice.

34.

STATEMENTS OF ACCOUNT

(a)

Subject to clause (b), NAB will provide the Borrower with a statement of account at least every 3 months for each Facility that is a revolving facility (such as an overdraft facility) and at least every 6 months for other credit facilities.

(b)

If NAB is not required by law to provide the Borrower with a statement, it may choose not to do so.

35.

BANKING CODE OF PRACTICE

Borrower represents and warrants to NAB that either:

(a)

it (or where it is a member of a corporate group, the group) had an annual turnover of greater than $10 million in the previous financial year; or

(b)

it (or where it is a member of a corporate group, the group) has more than 100 full time equivalent employees; or

(c)

it has more than $5 million total debt to all credit providers including:

(i)

any undrawn amounts under existing loans;

(ii)

any loans provided under this agreement; and

(iii)

the debt of all its related entities that are businesses; or

(d)

it is a company listed on the ASX or it is a government entity or it holds an Australian Financial Services Licence to be a responsible entity or to provide custodial or depository services,

and accordingly each Borrower acknowledges that the Banking Code of Practice does not apply to this agreement or the facilities being provided under it.

36.

GENERAL PROVISIONS

36.1

Partial invalidity

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of that or any other jurisdiction will in any way be affected or impaired.

36.2

No waiver

(a)

No failure to exercise, nor any delay in exercising, on the part of NAB, any right or remedy under a Finance Document will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further exercise or the exercise of any other right or remedy.

(b)

The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

(c)

NAB need not resort to a right, power or Encumbrance under a Security Document before resorting to any other of them.

36.3

Amendments and waivers

(a)

Except as set out in clause (b), any term of a Finance Document may be amended or waived only in writing with the consent of NAB and the relevant Obligors and any such amendment or waiver will be binding on all parties.

(b)

NAB may, acting reasonably, vary the terms of this document unilaterally by giving written notice to the relevant Borrower, by way of publication on NAB's website and/or advertisement in the local or national press or by giving notice in accordance with any provision of this document that expressly contemplates or permits the terms of this document to be varied unilaterally, at any time:

(i)

to the extent NAB reasonably considers necessary to ensure compliance with relevant laws or to reflect NAB's systems capabilities, provided such variation does not, in the reasonable opinion of NAB, result in a material change to the nature of the Facilities; or

(ii)

to the extent that this document expressly contemplates or permits the terms of this document to be varied unilaterally.

36.4

Counterparts

Each Finance Document may be executed in any number of counterparts, and if so, the counterparts taken together constitute one and the same instrument.

36.5

Continuing indemnities

(a)

All indemnities and reimbursement obligations in each Finance Document are continuing and survive termination of the Finance Document.

(b)

Each such indemnity is an additional, separate and independent obligation of each Obligor and no one indemnity limits the general nature of any other indemnity.

36.6

Consents and waivers

Each Obliger will comply with an conditions in any consent or waiver NAB gives under or in connection with a Finance Document. NAB will act reasonably in all the circumstances and in its legitimate business interests in determining such conditions and requirements.

36.7

Discretion in exercising rights

NAB may exercise a right or remedy or give or refuse its consent under or in connection with a Finance Document reasonably after having regard to its legitimate business requirements.

36.8

No liability for loss

NAB is not liable to any Obliger for any loss, liability or Costs caused by the exercise or attempted exercise of, or failure to exercise, or delay in exercising, a right or remedy under or in connection with a Finance Document, where:

(a)

there is no breach of a legal duty of care owed by NAB or by any of NAB's employees or agents; or

(b)

such loss or damage is not a reasonably foreseeable result of any such breach.

36.9

Rights and obligations are unaffected

Rights given to NAB, and an Obliger's obligations, under or in connection with a Finance Document, are not affected by any act or omission or any other thing which might otherwise affect them under law or otherwise.

36.10 Inconsistent law

The Obligors may have statutory rights and protections available to them under Australian laws, including laws to protect small businesses from unfair contract terms. However, to the extent permitted by law, each Finance Document prevails to the extent it is inconsistent with any law.

36.11 Entire agreement

This document constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on the subject matter.

36.12 Telephone recording

Each Obliger consents to NAB recording any telephone conversations between it and NAB in relation to any Facility that are customarily recorded in the finance industry or where the Obligor is notified prior to the commencement of the telephone conversation and such recordings being used for training and quality purposes and in any arbitral or legal proceedings.

36.13 Reinstating avoided transaction

Each Obliger agrees that if a payment or other transaction relating to the Amount Owing is void, voidable, unenforceable or defective for any reason or a related claims upheld, conceded or settled (each an Avoidance), then even though NAB knew or should have known of the Avoidance:

(a)

each right, power and remedy of NAB, and each Obligor's liability under each Finance Document will be what it would have been, and will continue, as if the payment or transaction the subject of the Avoidance had not occurred; and

(b)

it will immediately execute and do anything necessary or reasonably required by NAB to restore NAB to its position immediately before the Avoidance (including reinstating any Finance Document) and procure that each relevant Obligor does so.

This clause 36.13 survives any termination or full or partial discharge or release of any Finance Document.

14 Reading down and severance

(a)

If any law making unfair contract terms void could apply to a term in this document, the following rules apply to interpreting that term:

(i)

If the law would make the term void because the term permits NAB to exercise a right or discretion in a way or to an extent that would cause detriment to an Obligor, the term shall be read down and construed so as not to permit NAB to exercise the right or discretion in such a way or to such an extent but otherwise the term shall be construed as permitting NAB to exercise the right or discretion in all ways and to any extent consistent with the term.

(ii)

if the law would make the term void because the term imposed a particular amount for a fee or charge, the term shall be read down and construed as authorising the maximum amount for that fee or charge which would not cause the term to be void.

(iii)

If the law would make the term void because it authorised NAB to recover costs or losses or damages to be calculated by NAB in a specified way or in a way NAB chooses, the term shall be read down and construed as authorising NAB to recover the maximum reasonable costs, losses and damages to be calculated in a reasonable way that did not cause the term to be void.

(iv)

If, despite the application of rules (i),

(ii) and (iii) to the term, the law would make the term void, the term is to be read down and construed as if it were varied, to the minimum extent necessary, so that the term is not void.

These reading-down rules apply before the following additional reading-down and severance provision:

(b)

If a provision of this document is void or voidable or unenforceable by NAB, but would not be void or voidable or unenforceable if it were read down, it shall be read down accordingly.

(c)

If, despite paragraph (b), a provision of this document is still void or voidable or unenforceable by NAB:

(i)

if the provision would not be void or voidable or unenforceable if a word or words were omitted therefrom, that word or those words (as the case may be) are severed; and

(ii)

in any other case, the whole provision is severed, and the remainder of this document has full force and effect.

37.

GOVERNING LAW AND JURISDICTION

(a)

This document is governed by the laws of the Governing Law Jurisdiction.

(b)

Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Governing Law Jurisdiction (and any court of appeal) and waives any right to object to an action being bought in those courts, including on the basis of inconvenient forum or those courts not having jurisdiction.

(c)

This clause 37 (Governing Law and Jurisdiction) is for the benefit of NAB only. As a result, NAB will not be prevented from taking proceedings in any other court with jurisdiction.

(d)

To the extent permitted by law, NAB may take concurrent proceedings in any number of jurisdictions.

38.

ACKNOWLEDGEMENT

Each Obligor acknowledges that, except as expressly set out in a Finance Document:

(a)

none of NAB or any of its advisers has given any representation or warranty or other assurance to it in relation to any Finance Document or the transactions contemplated by any Finance Document, including as to Tax or other effects;

(b)

it has not relied on NAB or any of its advisers or on any conduct (including any recommendation) by NAB or any of its advisers;

(c)

it has had the opportunity to obtain its own independent financial, Tax and legal advice and has done so or has elected not to do so;

(d)

where an Obligor has granted a Security Document (including any Guarantee) in favour of NAB, each Security Document (including any Guarantee) is, and remains, in full force and effect and continues and extends to secure all present and future obligations of that Obligor to NAB in respect of the Facilities; and

(e)

if it gives NAB personal information about someone else, or directs someone else to give their personal information to NAB, it must show that person a copy of the Privacy Statement so that they understand the manner in which their personal information may be used or disclosed.

ANNEXURES

ANNEXURE 1: VERIFICATION CERTIFICATE VERIFICATION CERTIFICATE

To:National Australia Bank Limited (NAB)

From: [insert name and ACN] (the Company)

Dated: [insert date]

We, being [directors][a director and company secretary] of the Company [I, being the sole director of the Company] hereby certify as follows:

Except where otherwise defined, capitalised terms used in the Finance Agreement dated on or about the date of this certificate between the Company and NAB have the same meaning when used in this certificate.

SPECIMEN SIGNATURES

The following are the signatures of the persons appointed as Authorised Officers and attorneys of the Company for the purposes of the Finance Documents or who are otherwise authorised to sign a Finance Document on behalf of the Company.

Attached to this certificate marked "B" is [an original] [a true, complete and current copy] of a power of attorney which the Company is to use or has used to execute a Finance Document.

Attached to this certificate marked "C" is [a true, complete and current copy] of the most recent [insert details of Finance Statements] of the Company [and the Group].

Attached to this certificate marked "D" are [true, complete and correct copies] of the following Material Documents:

To the extent that any of these Material Documents has been provided to NAB prior to the date of this certificate, we certify that the copies provided are true, up-to-date and complete.

* If this statement cannot be made, the certificate should identify any Event of Default, Potential Event of Default or Review Event that is continuing and the steps, if any, being taken to remedy it.

We acknowledge that the Bank Guarantee(s) above will be issued under, and will be subject to the terms of, the Bank Guarantee Facility under the Agreement. NAB will continue to be indemnified in accordance with the terms of that Bank Guarantee Facility in respect of any amount it pays to a Beneficiary under the Bank Guarantee(s) requested.

From: [Additional Obligor] and [Borrower] for itself and on behalf of each other person who is an Obligor at the date of this letter

We refer to the Finance Agreement. This is an Accession Letter. Terms used in the Finance Agreement shall have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

[[Additional Obligor] agrees to become an Additional Borrower in respect of [all Facilities]/[specify relevant Facilities] and to be bound by the terms of the Finance Agreement as an Additional Borrower pursuant to Clause 29.3 (Additional Borrowers) of the Finance Agreement.]

[[Additional Obligor] agree s to become an Additional [Cross-Guarantor]/[Security Provider] and to be bound by the terms of the Finance Agreement as an Additional [Cross-'Guarantor]/[Security Provider] pursuant to[Clause 29.4 (Additional Cross-Guarantors)]/[Clause 29.5 (Additional Security Providers)] of the Finance Agreement.]

[Additional Obligor] agrees to do all things that are required under the Finance Agreement to be done in connection with becoming an Additional [Borrower]! [Cross-Guarantor]/ [Additional Security Providers].

[Each of the following is specified as a Security Document for purposes of the Finance Agreement:

The details for service of communications to [Additional Obligor] are as follows:

This Accession Letter is governed by the laws of [name of state or territory]. This Accession Letter may be executed in any number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.

This Accession Letter is accepted by NAB and the accession date is confirmed as[*].

From: [Resigning Obligor] and [Borrower] for itself and on behalf of each other person who is an Obligor at the date of this letter

2.Pursuant to [Clause 29.6 (Resignation of a Cross-Guarantor)]/ [Clause 29.7 (Resignation of a Security Provider)], we request that [resigning Obligor] be released from its obligations as a

3.This Resignation Letter is governed by the laws of [name of state or territory]. This Resignation Letter may be executed in any number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.

This Resignation Letter is accepted by NAB and the resignation date is confirmed as[*].

This Annexure applies if the Facility Details for a Trade Refinance Facility specify that it applies. It is to be read in conjunction with the Business Lending General Terms and the Global Trade Finance Specific Conditions which apply to this Facility.

In addition to clause 4 of the Business Lending General Terms and clause 4 of the Global Trade Finance Specific Conditions, the additional requirements for the first drawing of the Facility are set out in clause 2.1 and the additional requirement for each use of the Facility is set out in clause 2.2.

Before you provide us with the first Drawdown Notice under the Facility, we must have received the following, in form and substance satisfactory to us:

Before you provide us with any Drawdown Notice under the Facility, we must have received any additional documents or information we reasonably request for the purposes of determining the Borrowing Base Limit or the operation of this Facility, in form and substance satisfactory to us.

Each Drawdown Notice must be substantially in the form attached to this Annexure. You may only submit a Drawdown Notice if:

free and clear of any Security Interest, and you are lawfully entitled to assign or grant any Security Interest over any receivable or inventory listed in a Borrowing Base Report, and there are no restrictions or prohibitions on you doing so.

The report must reflect the current position as at the date it is provided to us.

You undertake to us that, for so long as you have any outstanding obligations or liabilities to us in connection with this Facility, you must:

Clause 11 (Default) of the Business Lending General Terms - which sets out provisions in relation to Default, including Payment Defaults and Adverse Events (and their consequences) - applies to this

Agreement. In addition, as this is a Specialised Facility, an Adverse Event will also occur under this Facility if:

If you are in Default and we are entitled to take Enforcement Action, in addition to any other rights and obligations under the Business Lending General Terms:

If the Facility involves a foreign currency and if the amount of a proposed drawing in a Drawdown Notice would cause the Balance Owing in Australian Dollars (when we notionally convert it at our prevailing Exchange Rate) to exceed the Borrowing Base Limit, we may amend the Drawdown Notice so that the Borrowing Base Limit will not be exceeded as a result of such drawing.

In addition to any other fees payable under this Agreement (including those set out in the Facility Details}, you must pay the Drawdown Fee in respect of each drawing on the repayment date for that drawing.

You agree and acknowledge that, for the purposes of our ongoing monitoring of the Facility and to assist us to manage our risks under the Facility, we may wish to provide information about you and the Facility to a service provider (including any service provider located outside Australia). You irrevocably consent to this occurring, provided at all times that the service provider has obligations of confidentiality to us.

Capitalised terms used in this Annexure with a specific meaning are explained in the Facility Details, the Business Lending General Terms or below.

Advance Rate means the rate corresponding to the relevant inventory category and Approved Storage Location, as follows:

Approved Inventory means inventory described in the table in the definition of Advance Rate (including all industry accepted grades and sub type of the types listed as such) which inventory also satisfy the following criteria:

Approved Storage Location Operator means all storage locations listed above, or such other operators as you and we agree in writing.

Borrowing Base Limit means the lesser of the Facility Limit and the total of the following:

Borrowing Base Report means a report which provides information in relation to the Approved Inventory and Approved Receivables including:

Buyer Limit for an Approved Buyer means in respect of a Trade Credit Insured Receivable, the lesser of the limit specified for a buyer under the Insurance Policy and any limit nominated for that buyer by us from time to time.

Current Market Value means the current market value calculated using the method determined by us from time to time.

General Field Inspection has the meaning it has in clause 5.1(d)(i)(A) of this Annexure. Inspection Agent means RSM or any substitute agent appointed by us from time to time. Insurance Policy means each insurance policy set out below:

Location Limit, in respect of an Approved Inventory Location, means the limit nominated for that Approved Inventory Location by us from time to time.

Risk Management Policy means a risk and collections policy with respect to inventory and receivables management.

Sanctioned Country means a country affected by Australian sanction laws as notified by the Commonwealth Department of Foreign Affairs and Trade at http://dfat.qov.au/international relations/security/sanctions/sanctions-regimes/Pages/sanctions-regimes.aspx

Site Quality Inspection Due Diligence Report means a site quality inspection due diligence report provided by the Inspection Agent addressed to us setting out the results of the inspection in relation to [the Inventory and each Approved Inventory Location and covering any other matters as may be notified to you by us.

Storage and Handling Agreement means an agreement between you and an operator of a storage facility.

Trade Credit Insured Receivables means each Approved Receivable that is insured by an Approved Insurer for no less than 90% of the accounts receivable value.

Trade Refinance Facility or this Facility means any Facility titled 'Trade Refinance Facility' in the Facility Details to which this Annexure applies.

We refer to the Business Letter of Offer between NAB and the Customer dated(Agreement).

Proceeds of this drawing are to be credited to the Customer's Nominated Account (as defined in the Agreement).

On the Drawing Repayment Date, NAB is authorised to debit the Customer's Nominated Account (as defined in the Agreement), with the Amount plus the applicable interest, fees and charges.

We certify the Borrowing Base Report accompanying this request is true and correct as at the date of this request.

National Australia Bank Limited ABN 12 004 044 937 AFSL and Australian Credit Licence 230686

We will act reasonably and fairly towards you, taking into account your and our respective business interests. That includes whenever we are:

It's worth noting that even if we don't make a decision or do something straight away, we may still do so later on. This includes where we delay or defer doing so, or we temporarily waive a requirement.

You acknowledge you're giving us this Security Agreement (and incurring obligations and giving rights under it) in return for us entering into the Finance Documents and the transactions contemplated by those documents, and so that we'll provide or continue to provide loans or other forms of finance to you or a Customer.

Your obligations under this Security Agreement continue even if we release all or some of the Collateral from this Security Agreement. A full release of Collateral will not release you from liability under this Security Agreement until we've received all of the Amount You Owe Us - and we're satisfied that we can retain all payments received (for example, we may not be satisfied if another person could claim that a payment has to be repaid for any reason).

You're liable for all of the obligations under this Security Agreement both separately on your own and jointly with anyone else named in the Details as a Grantor. That means you may have to do things (including pay money) even if any of the other Granters don't do those things. Accordingly, in this Security Agreement, a reference to 'you' is a reference to each Grantor individually as well as to all Grantors jointly.

You agree to pay us the Amount You Owe Us in accordance with the terms of any agreement in writing to do so, including when and as specified in that agreement. However, if:

then we may declare at any time by reasonable notice to you the Amount You Owe Us is payable either promptly on demand or at the latest within 2 Business Days of making the demand.

The Security Interests granted by this Security Agreement attach to the Collateral in accordance with the PPSA and the parties confirm that they have not agreed that any Security Interest granted by this Security Agreement attaches at any later time.

To the extent that any law requires that something must be done (such as obtaining consent) before you may validly grant a Security Interest over any of the Collateral, the Security Interest under clause 5.1 only takes effect in relation to that Collateral when the thing required is done. You agree to do anything reasonably necessary to ensure that it is done.

This clause sets out how you can deal with the Collateral (for example, whether you can sell some Collateral. or create a security interest over some of it). The starting point is you are generally not allowed to deal with the Collateral (as set out in clause 6.7). However, in limited circumstances you are allowed to deal with some of the Collateral (as set out in clause 6.2).

One type of Collateral you can deal with is Collateral Which is designated as a Revolving Asset (see clause

27.1 for more details). An example of a Revolving Asset is inventory (within the ordinary meaning of that term), provided no Control Event has occurred. Additional conditions will apply if a Control Event occurs.

You must not do, or agree to do, any of the following (unless you are expressly permitted to do so by clause

You may do any of the following in the ordinary course of your ordinary business unless you are prohibited from doing so by another provision in a Finance Document:

If any of the Collateral is not. or ceases to be, a Revolving Asset. and becomes subject to a fixed charge under this clause 6, we may give you a notice stating that the Collateral specified in the notice is a Revolving Asset. or becomes subject to a floating charge. This may occur any number of times.

Any inventory which is not, or ceases to be, a Revolving Asset is specifically appropriated to a security interest under this Security Agreement. You may not create or allow another interest in, or dispose or part with possession of or remove it without obtaining our specific and express authority to do so.

If a law entitles you to create another Security Interest in the Collateral without our consent, this clause 6 does not operate to require you to obtain our consent before creating that other Security Interest. However, if you intend to create another Security Interest:

The parties intend that each Security Interest created under this Security Agreement:

Nothing in this clause 7 restricts us from claiming that a Security Interest granted under this Security Agreement is a purchase money security interest in respect of all or part of the Collateral.

If we ask, you agree to obtain an agreement acceptable to us regulating priority between the Security Interest under this Security Agreement and any other Security Interest over, or other interest in, the Collateral.

If we receive actual or constructive notice of a subsequent Security Interest other than a Permitted Security Interest in respect of any Collateral to which the PPSA does not apply, you agree that:

You agree to pay or reimburse us for all Taxes and reasonable Costs incurred from time to time by, or imposed upon, us, an External Administrator appointed by us or an Attorney relating to:

You also indemnify us (and our Authorised Representatives, employees, contractors, agents and any Attorney) against, and you must pay us on demand for, any Loss or reasonable Costs we incur in connection with:

however you don't have to pay, reimburse or indemnify us under this clause to the extent that:

If a judgment, order or proof of debt in connection with the Amount You Owe Us is expressed in a currency other than the currency in which the Amount You Owe Us is due, then you indemnify us against:

notwithstanding that it might be necessary to convert the other currency through more than one currency to determine the exchange rate available to us.

Each month, we may add to the amount you owe any interest under this clause 9.1(a) which has not been paid. You will then be liable for interest under this clause 9.1(a) on the total amount.

If any amount you must pay under this Security Agreement becomes covered by a judgment or court order, you must pay interest on that amount as a separate obligation. The interest accrues from and including the date we first ask for the amount until but excluding the date that amount is paid. This obligation is not affected by the court order. The rate is the rate in clause 9.1(a) or the rate in the court order (whichever is higher).

If you are required by law to deduct or withhold Taxes from a payment to us in connection with this Security Agreement, you must:

Unless otherwise specified, all amounts referred to in this Security Agreement are exclusive of GST. If we are liable to pay GST or a similar tax on a supply (as defined in relevant GST legislation) made in connection with this Security Agreement, you must pay us an additional amount equal to the consideration payable for the supply multiplied by the prevailing GST rate.

We are relying on these important promises from you to provide financial accommodation to you or a Customer (in addition to any promises you or anyone else has made to us in any other document). You give these promises when you sign this Security Agreement and at all times while there is any Amount You Owe Us. You must promptly tell us if anything happens which would at any time prevent you from being able to repeat these promises truthfully.

executing a security deed in substantially the same form and effect as this Security Agreement (including giving us the priority we require).

You must register on the PPS Register every Security Interest you hold in the Collateral:

We may do anything which you should have done under this Security Agreement but which you have either not done or in our reasonable opinion have not done properly in order to protect the value of the Collateral. If we do so, you must pay our reasonable Costs when we ask, except to the extent the Costs arise from the negligence, fraud or wilful default of us or our Authorised Representatives, or any Attorney or Receiver appointed by us.

While any Default is subsisting, we may direct, and you agree to ensure, that rent and other income from the Collateral is paid to us (or that you pay over such amounts to us). These amounts are then to be applied in accordance with clause 15.2.

We will credit payments to any Amount You Owe Us as soon as practicable after actually receiving them (including, where we have appointed a Receiver, as soon as practicable after we receive the payment from the Receiver). However, we may retain any payments for later crediting towards part of the Amount You Owe Us which is not due for payment when received. We may hold it in an interest bearing account and use it and any interest (less any Taxes) to pay the Amount You Owe Us when it becomes due for payment.

Subject to any overriding law, any money received by us or a Receiver under this Security Agreement will be applied towards payment of any parts of the Amount You Owe Us in the order we choose or to anyone with a prior claim. However, if money received represents proceeds of an insurance claim relating to the loss of or damage to any Collateral. we may use it to reinstate the Collateral or carry out work on it.

After the Amount You Owe Us is paid, we will pay any surplus proceeds either to you or to another person entitled to it (such as another person with a Security Interest in the Collateral). In particular, we may pay it to a person that we consider, on reasonable grounds, has a subsequent registered or unregistered Security Interest without incurring liability to you.

If we receive any amount in relation to this Security Agreement in a currency other than the one which was due, we can convert the amount received into the due currency. We will act reasonably when making the conversion and do so as soon as practicable after receipt, but any Costs involved in converting currencies will be added to the Amount You Owe Us.

You must ensure that the following insurances are obtained and maintained in full force and effect for the duration of this Security Agreement:

You must ensure that each Insurance Policy in relation to insurable Collateral (including, if appropriate to your business, business interruption insurance):

If you do not comply with clause 16, we may take out, renew or maintain any insurance required by clause 16, and you must immediately pay us all Costs incurred in doing so.

We may, after notifying you, take over your rights to make, pursue or settle an insurance claim whether or not the policy notes our interest as a secured party.

Unless we agree otherwise, you must pay all proceeds you receive from any insurance claim relating to the loss of or damage to the Collateral to us or as we direct.

then we may take any or all of the Enforcement Actions listed below (acting reasonably) in addition to anything else the law or this Security Agreement allows us to do:

At any time while a Default subsists, we may, without any demand or notice, set off and apply any money we owe to you (whatever the currency) against any money owing by you to us under any Finance Document, whether or not the amount owed by us or you is immediately payable or is owed alone or with any other person. You irrevocably authorise us to do anything necessary (including to sign any document and effect appropriate currency exchanges) for that purpose.

We may, at any time while we reasonably believe that you are or may be in Default or that circumstances exist which could lead to you being in Default, appoint accountants, insolvency practitioners or other experts ("Investigating Experts") to investigate and report on the affairs and financial position of each Obliger and on the Collateral. You:

You agree that if we or a Receiver sell or otherwise deal with any Collateral or receive proceeds or income from Collateral in a manner that is authorised or permitted:

A person dealing with us, a Receiver or an Attorney is protected from any impropriety or irregularity of that dealing, and need not enquire whether:

We can exercise any rights we have under this Security Agreement or in relation to the Collateral in any reasonable way to make sure we recover the Amount You Owe Us. We can exercise a right even where we have a conflict of interest or personal interest.

An External Administrator may be entitled under law to ask us to refund a payment we have received in connection with this Security Agreement. If that happens, then we will treat that payment as not having been made to us, and we will be entitled as against you as if that payment was never made. If this happens, you must also do anything we reasonably ask to restore any Security Interest we held or rights we had against you.

This applies even if this Security Agreement has been terminated or there has been a full or partial release of any Finance Document.

We will use your last nominated mobile number or email address for that notice. You may change your nominated email address or mobile number, by giving us notice or calling us on 13 10 12. On request, we will provide you with paper copies of any notices or communications sent to you (seven years from the time the information is given). You must check your email and mobile phone regularly.

Written communications from you must be signed (including electronically) by you (or by a director or your Authorised Representative).

You irrevocably authorise us to rely on a certificate by any person purporting to be your director or company secretary as to the ident1ty and signatures of your Authorised Representatives, and to rely on any notice or other document contemplated by any Finance Document which bears the purported signature (whether given by facsimile or otherwise) of your Authorised Representative, You promise that those persons are authorised to give notices and communications under or in connection with the Finance Documents.

This Security Agreement can't be changed unless you and we agree to the change in writing.

You acknowledge that the Finance Documents may be varied, extended, renewed or replaced from time to time. You confirm that the Amount You Owe Us includes any amount payable under any Finance Document which is relevant to the Amount You Owe Us as varied, extended, renewed or replaced. You confirm that this applies regardless of:

We might need your help to ensure that this Security Agreement is correctly completed, that you are bound by it, and that you're complying with this Security Agreement. You agree:

If we ask, you must formally approve anything an Attorney does under clause 22.3.

The PPSA is Commonwealth legislation that deals with Security Interests over certain types of property. The PPSA and other laws contain provisions relating to, for example, the giving of notices and enforcement action and allowing certain people to access documents and information relating to Security Interests subject to the PPSA

This clause and clause 25 amend, to the extent the law permits, some elements of the PPSA and other laws to assist us take the benefit of this Security Agreement to the maximum extent possible and minimise the notices we are obliged to give and the time frames in which we can exercise our rights.

Neither we nor any Receiver need your consent or to give you a notice or demand or allow time to elapse before taking Enforcement Action, except where:

However, nothing in this clause prohibits us or a Receiver from giving a notice under a Finance Document or any law.

Where we are required to give you more than one notice then we may give you those notices at the same time and we may combine the notices in the same document (unless the law does not permit us to do so).

If, despite clause 25.1, we are required to give you a notice but the law provides that a period of time or lapse of time must be stipulated or fixed by this Security Agreement then the time stipulated or fixed by this Security Agreement shall be the greatest of:

We've tried to make this Security Agreement fair and reasonable. However, if any law applies to make part of this Security Agreement inoperative then the intention is for it to be interpreted in a way which preserves as much of this Security Agreement and its operative effect as the law allows.

In this Security Agreement, a reference to any legislation includes regulations and other instruments under it and any variation or replacement of any of them.

This Security Agreement is governed by the laws of the place shown in your address in the Details (and if there is more than on Grantor, the laws of the place shown in the address for the first Grantor in the Details). You agree to any court dispute being conducted in the courts of that place. To the extent the law permits, the law of the Commonwealth as it applies in that jurisdiction governs each Security Interest created under this Security Agreement.

If there is more than one Grantor, then each Grantor may sign a separate copy of this Security Agreement and all copies together will constitute one document.

Any indemnity or reimbursement obligation under this Security Agreement is a continuing obligation, independent of your other obligations under this Security Agreement and continues after the Collateral is released or this Security Agreement ends. We need not have incurred an expense or made a payment before enforcing a payment, reimbursement obligation or indemnity.

Our rights under this Security Agreement are in addition to any other rights we have by law independent of this Security Agreement.

We may serve any document on you in a court action by delivering it to, or leaving it at, your last known address or such other address as you and we agree at any time. This clause does not prevent any other method of service.

Amount You Owe Us means all money you owe us (which may be more than the Money Owed By The Customer). This includes:

Business Day means a day from Monday to Friday on which we are open for business in at least one of our branch locations in Australia.

Collateral means all of your present and future property of any kind. It includes:

Contaminant means anything (including a liquid, solid, gas, odour, temperature, sound, vibration or radiation) that makes or could make the Collateral or Environment a health risk for human or animal.

Costs means our costs, charges, fees, expenses and other outgoings, including those that are contingent or prospective. This includes any costs incurred where we appoint agents, advisers, lawyers or professional consultants and the reasonable expenses incurred by our staff and for the use of our operations, premises and resources.

Customer means any person whose obligations you are securing under this Security Agreement. Where more than one person, 'Customer’ means each of them separately and two or more of them jointly.

Environment means all aspects of the physical surroundings, including land, air, water, atmosphere, climate and organisms.

Environmental Law means a standard set by a Government Authority or law concerning any aspect of health, safety, heritage, planning or the use, protection, conservation or contamination of the Environment.

Environmental Liability means any obligation imposed on, or Loss of, you, us (or any of our officers), a Receiver or any occupier of any Real Property:

relating to activities or the presence of any Contaminant affecting the Real Property at any time.

External Administrator means a Receiver, administrator, liquidator, provisional liquidator, controller or bankruptcy trustee.

Finance Document means an arrangement (including a request, bill of exchange, agreement, Guarantee, or a Security Interest) under which an Obligor has or could in the future have obligations to us or any of our Related Entities.

GAAP means accounting standards, principles and practices applying by law or otherwise which are generally accepted and consistently applied in Australia.

Government Authority means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, registry, department, commission, authority, tribunal, agency or entity.

GST means goods and services tax as imposed under the A New Tax System (Goods and Services Tax) Act 7999(Cth).

Guarantee means a guarantee, indemnity, letter of credit, legally binding letter of comfort or other obligation of any kind:

an obligation or monetary liability of another person or the assumption of any responsibility or obligation in respect of the solvency or financial condition of another person.

Insurance Policy means each policy relating to the insurance required to be obtained or maintained by you or another Grantor under a Finance Document.

Lease means an agreement or arrangement under which anything is or may be used, operated or managed by a person other than the owner, including a lease, charter, hire purchase or hiring arrangement.

Licence means any approval, right, licence, permit, registration, allocation, quota or authorisation (including to sell liquor, to discharge hazardous waste, to draw water and other rights in connection with the use or supply of water under any law or to develop and use any property) whether attached to or separate from or carried out on or in connection with any property and includes a licence as defined in the PPSA.

Loss means a loss, claim, action, damage, liability, cost, charge, expense, penalty, compensation, fine or outgoing suffered, paid or incurred.

Money Owed By The Customer means all money the Customer (either alone or together with another person) owes us, or may owe us in the future for any reason. This may include principal, amounts in the nature of principal, interest, Costs, Taxes and any economic loss.

Partnership means, if applicable, the partnership described in the Details. Permitted Security Interest means:

entered into by you in the ordinary course of your business (as conducted on the date of this Security Agreement).

PPS Register means the register of security interests in personal property established under the PPSA.

Real Property means, in relation to you, all of your present and future estates and interests in freehold and leasehold land and in all buildings, structures and fixtures from time to time on that land.

Receiver includes receiver, or receiver and manager as defined in the Corporations Act.

Security Interest means the document or act that creates a security for the payment of money or performance of an obligation. This includes a 'security interest' as defined in the PPSA. It also includes any general security, specific security, mortgage, bill of sale, charge (whether fixed or floating), lien, pledge, hypothecation, encumbrance, title retention, right of set-off, assignment of income, garnishee order or monetary claim and flawed deposit arrangement.

Serial Numbered Property means personal property that may or must be described by serial number in a financing statement under the PPSA.

Subsidiary has the meaning given to it in the Corporations Act, but as if a body corporate includes any entity. It also includes any entity required by GAAP to be included in the consolidated annual financial report of an entity or which would be required if that entity were a corporation. A trust or Registered Scheme may be a Subsidiary (and a unit or other beneficial interest in the trust or Registered Scheme is to be treated as a share accordingly) and an entity is to be treated as a Subsidiary of a trust or Registered Scheme as if that trust or Registered Scheme were a corporation.

Tax means any tax, levy, duty, rate, impost, charge, deduction or withholding (and any related penalty, fine, fee or interest) imposed, levied or assessed by a Government Authority. It includes stamp duty, GST and any transaction taxes and duties.

Title Documents means each certificate, confirmation, grant, assurance, conveyance, deed and other document of title or evidencing title to, or rights to acquire, possess, use or dispose of, any Collateral.

Trust means, in respect of you, each trust or managed investment scheme specified in this Security Agreement of which you are the trustee or responsible entity.

Trust Property means, in respect of a Trust, your present and future property of any kind which is the subject of that Trust. It includes anything in respect of which you as trustee of the Trust have at any time a sufficient right, interest or power to grant a Security Interest, such as under your rights of indemnity from the property, assets and beneficiaries of the Trust and any equitable lien and other Security Interest you hold in respect of your administration of the Trust and those rights of indemnity.

In this Security Agreement, unless the context requires otherwise, the following words and expressions have the same meanings given to them in the PPSA: accession, advance, after-acquired property, attach, chattel paper, commercial consignment, control, document of title, future advance, goods, inventory, intermediated security, investment instrument, land, negotiable instrument, perfected, personal property, purchase money security interest, PPS lease, proceeds, serial number and verification statement.

Executed as a Deed personally and also as trustee of any trust described in the Details.

Executed by the Company named above in accordance with Section 127 of the Corporations Act 2001 (Cth)

National Australia Bank Limited ABN 12 004 044 937 AFSL and Australian Credit Licence 230686

We will act reasonably and fairly towards you, taking into account your and our respective business interests. That includes whenever we are:

You're liable for all of the obligations under this Security Agreement both separately on your own and jointly with anyone else named in the Details as a Grantor. That means you may have to do things (including pay money) even if any of the other Grantors don't do those things. Accordingly, in this Security Agreement, a reference to 'you' is a reference to each Grantor individually as well as to all Grantors jointly.

You agree to pay us the Amount You Owe Us in accordance with the terms of any agreement in writing to do so, including when and as specified in that agreement. However, if:

then we may declare at any time by reasonable notice to you the Amount You Owe Us is payable either promptly on demand or at the latest within 2 Business Days of making the demand.

This clause sets out how you can deal with the Collateral (for example, whether you can sell some Collateral, or create a security interest over some of it). The starting point is you are generally not allowed to deal with the Collateral (as set out in clause 6.1). However, in limited circumstances you are allowed to deal with some of the Collateral (as set out in clause 6.2).

One type of Collateral you can deal with is Collateral which is designated as a Revolving Asset (see clause 27.1 for more details). An example of a Revolving Asset is inventory (within the ordinary meaning of that term), provided no Control Event has occurred. Additional conditions will apply if a Control Event occurs.

You must not do, or agree to do, any of the following (unless you are expressly permitted to do so by clause

You may do any of the following in the ordinary course of your ordinary business unless you are prohibited from doing so by another provision in a Finance Document:

If any of the Collateral is not, or ceases to be, a Revolving Asset, and becomes subject to a fixed charge under this clause 6,we may give you a notice stating that the Collateral specified in the notice is a Revolving Asset, or becomes subject to a floating charge. This may occur any number of times.

The parties intend that each Security Interest created under this Security Agreement:

Nothing in this clause 7 restricts us from claiming that a Security Interest granted under this Security Agreement is a purchase money security interest in respect of all or part of the Collateral.

If we receive actual or constructive notice of a subsequent Security Interest other than a Permitted Security Interest in respect of any Collateral to which the PPSA does not apply, you agree that:

You agree to pay or reimburse us for all Taxes and reasonable Costs incurred from time to time by, or imposed upon, us, an External Administrator appointed by us or an Attorney relating to:

You also indemnify us (and our Authorised Representatives, employees, contractors, agents and any Attorney) against, and you must pay us on demand for; any Loss or reasonable Costs we incur in connection with:

however you don't have to pay, reimburse or indemnify us under this clause to the extent that:

(ii) where another Finance Document contains an indemnity relating to one or more of the matters above, the terms of the indemnity in that Finance Document do not require the Granter to pay, reimburse or indemnify us.

If a judgment, order or proof of debt in connection with the Amount You Owe Us is expressed in a currency other than the currency in which the Amount You Owe Us is due, then you indemnify us against:

notwithstanding that it might be necessary to convert the other currency through more than one currency to determine the exchange rate available to us.

Each month, we may add to the amount you owe any interest under this clause 9.1(a) which has not been paid. You will then be liable for interest under this clause 9,1(a) on the total amount.

If you are required by law to deduct or withhold Taxes from a payment to us in connection with this Security Agreement, you must:

We are relying on these important promises from you to provide financial accommodation to you or a Customer (in addition to any promises you or anyone else hasmadeto us in any other document). You give these promises when you sign this Security Agreement and at all times while there is any Amount You Owe Us. You must promptly tell us if anything happens which would at anytime prevent you from being able to repeat these promises truthfully.

(a)promptly notify us if there is a Contaminant affecting or emanating from the Collateral;

You must register on the PPS Register every Security Interest you hold in the Collateral:

Subject to any overriding law, any money received by us or a Receiver under this Security Agreement will be applied towards payment of any parts of the Amount You Owe Us in the order we choose or to anyone with a prior claim. However, if money received represents proceeds of an insurance claim relating to the loss of or damage to any Collateral, we may use it to reinstate the Collateral or carry out work on it.