IMAGE RESOURCES NL

2^nd Floor, 35 Outram St
West Perth WA 6005 PO Box 644 West Perth WA 6872 Telephone 08 9485 2410
Facsimile 08 9485 2840 [email protected] www.imageres.com.au

ABN 57 063 977 579

FAX COVER SHEET

RE:	Director's Margin Loan
PAGES: (including cover sheet)	15
FROM:	Roger Thomson
FACSIMILE:	08 9221 2020
COMPANY:	ASX Limited
TO:	Elizabeth Harris
DATE:	16 April 2008

Please advise this office immediately if all pages are not received or if there is a malfunction in transmission.

Elizabeth,

Response to your letter of 14 April attached.

Regards

Roger Thomson Director

IMAGE RESOURCES NL

nd Floor, 35 Outram St West Perth WA 6005 PO Box 644 West Perth WA 6872 Telephone 08 9485 2410 Facsimile 08 9485 2840 [email protected] www.imageres.com.au

ABN 57 063 977 579

16 April 2008

Elizabeth Harris ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

Transmitted by fax to: (08) 9221 2020

Dear Elizabeth,

RE: DIRECTOR'S MARGIN LOAN

With reference to your 14 April letter in the above matter, we respond to each numbered paragraph adopting the same numbering sequence.

1.1 The Company had been advised, in an informal manner, by George Sakalidis that he had a margin loan (he advised the quantum which was relatively insignificant having regard to relevant circumstances known to the Company) which was secured against some of his IMA shares. The Company was not in possession of the precise details of the loan and hence cannot say it was in possession of the "Information" as such. The Company had no knowledge of any other director having a margin loan.
$1.2$ The disinterested directors of the Company considered that the information that was in the possession of the Company was immaterial from a disclosure perspective.
$1.3$ The quantum of the debt owed (as advised to the Company by Mr Sakalidis) was relatively insignificant (of no consequence in terms of the risk of a margin call not being met) having regard to the cash resources (as advised to the Company by Mr Sakalidis) available, in cleared funds, to Mr Sakalidis and moreover the value of the shareholding of Mr Sakalidis and his associates.
1.4 Not relevant.
$\overline{2}$ Subsequent to the release of the ASX Companies Update 02/08, the Company became aware at about 3.30 pm on Friday 28 March 2008 that the margin lender was Opes Prime and that it had gone into receivership and the Receiver contended that the ANZ Bank was entitled (as chargee as against Opes) and intended to exercise their power of sale in respect of certain of Mr Sakalidis' IMA shares numbering in excess of 5 million. The Company immediately sought more information and sourced incomplete documentation pertaining to the loan, which on the face of it, raised serious concerns as to whether the ANZ had the power to sell the subject shares. The Company resolved by 5.00pm to call for a trading halt immediately and did so before the commencement of the next trading session. The market was informed as immediately as circumstances reasonably permitted.
The Application Form was executed by Mr Sakalidis on 29 October $3.1$ 2007.
$3.2$ The parties to the loan were Mr Sakalidis as "client" and Opes Prime Stockbroking Limited.
3.3 ANZ sold the subject shares as previously announced by the Company (despite the ANZ misleadingly repeatedly informing the market otherwise - the Company has complained to the ASX on this account in separate and repeated correspondence).
Refer the attached documentation for its full force and effect. 3.4
$3.5$ Refer the attached documentation for its full force and effect.

Yours faithfully

IMAGE RESOURCES NL

Facility Terms

Terms of the Deed of Guarantee and Indemnity Agreement

These are the terms of the Deed of Guarantee and Indemnity referred to in the Application form that is part of this FSG which are incorporated by reference into that Deed

Background

Under the terms of the Client Account and other facility terms offered by Opes A Prime from time to time and the party identified for those terms as the "Client" (Agreements), both Opes Prime and the Client are bound by the terms of the Agreements (which may be varied by Opes Prime and the Client in writing from time to time), together with other agreements or terms of dealing in an oral or written form (Terms of Dealing).
The Guarantor wishes to guarantee and to indemnify Opes Prime and its $\overline{R}$ employees, agents and representatives against any liability they incur as consequence of any dealings made on behalf of the Client in respect of the Agreements or the Terms of Dealing.

Agreement:

The Guarantor guarantees to Opes Prime the performance by Client of its
obligations under the Agreements and agrees to indemnify and to keep
indemnified Opes Prime and its employees, agents and representatives against
any 1 or omission, of the Client:
$\mathbf{0}$ to pay Opes Prime any monies which are due and payable by the Client pursuant to the Agreements; or
$\overline{a}$ to fulfil its obligations to Opes Prime under the Agreements
This quarantee and indemnity are principal and continuing several obligations $\overline{2}$ of each person who signs this document as Guarantor notwithstanding termination of all or any part of the Agreements, or the Terms of Dealing and will not be affected in any way by:
any indulgence, delay or period of grace allowed by Opes Prime to the Client $\theta$ or a Guarantor:
any modification or variation of the Agreements or the Terms of Dealing
between Client and Opes Prime; $(1)$
whether any other person has signed this document as a "Guarantor" or given
any other credit support to Opes Prime regarding the Client's obligations to (III) Opes Prime:
any other thing that would otherwise affect the obligations of a Guarantor; or (iv)
any change in the constitution of Opes Prime, the Client or the Guarantor; $(1)$
To the extent permitted by law, this guarantee and indemnity are in addition $\overline{3}$ to and will not merge with, or be affected by, any other security held by Opes
Prime in respect of the obligations of the Client or the Guarantor, now or in the future, notwithstanding any rule of law or equity, or any statutory provision to the contrary
The Guarantor acknowledges that: $\overline{a}$
Opes Prime may in its sole discretion choose to enforce this document
against any one or more persons who have signed this or another document
as "Guarantor" or other provider of credit support to Opes Prime regarding
the $\omega$
this guarantee and indemnity applies to the Facility from the time of
commencement of the Facility even if before the date of this document; $(1)$ it will do everything to discharge its obligations under this guarantee and (iii)
whoever executes this document on behalf of the Guarantor has the power $(iv)$ and authority to do so;
it has read the terms of the Agreements; and $(v)$
it will nay on demand of Opes Prime a sum equal to all monies due and payable (vl) to when the Client to Opes Prime under the Agreements and the amount of Opes
Prime's loss suffered or liability incurred in relation to that without setoff or counter claim.
This guarantee and indemnity are governed by the laws in force in Victoria 5 and the Guarantor submits to the non-exclusive jurisdiction of the Courts of that State

Securities Lending and Borrowing Agreement

These are the terms of the Securities Lending Agreement made by acceptance of your Application Form in which you requested this facility. It is made between:

Opes Prime Stockbroking Limited (ABN 180 862 940 28) (Opes Prime): and $\mathbf{1}$
$\overline{2}$ the person described in the accompanying Application Form as the Client (Client) IT IS AGREED AS FOLLOWS:

Loans of Securities 1

$1.1$ (Borrowing Request)

the Lender will lend Securities to the Borrower, and the Borrower will borrow Securities from the Lender, in accordance with the terms of this Agreement, regardless of which party is the Lender. In all cases Opes Prime must have received from the Client and accepted (by whatever means) a Borrowing
Request, regardiess of which party is the Lender.

Unless otherwise stated in a Confirmation or other correspondence, if Opes Frime is the Borrower of Securities, the Fee linitially will be Interest on the Cash Collateral at the rate and with such other components as otherwise advised to the Client.

$1.2$

(Changes to a Borrowing Request)
The Borrower may reduce the amount of Securities referred to in, or otherwise vary, a Borrowing Request if:

the Borrower has notified the Lender of such reduction or variation $(a)$ the Borrower has nothered the Lember of Such reduction or variation
to later than 11:00am Australian Eastern standard or summer time
(as appropriate) on the day which is two Business Days prior to the
Settlement Date, unle
the Lender has accepted such reduction or variation (by whatever means). $(b)$

Delivery of Securities

$2.1$ (Delivery)

The Lender will procure the delivery of Securities to the Borrower or deliver such Securities in accordance with the relevant Borrowing Request together
with appropriate instructions for or Instruments of transfer (if necessary) du stamped (if necessary) and such other instruments (if any) as required to vest title absolutely in the Borrower.

(Time for Delivery) $2.2$

Such Securities will be deemed to have been delivered by the Lender to the
Borrower on delivery to the Borrower or as it directs of the relevant instruments
of transfer and certificates or other documents of title (if any) or transier and certificates of outer distances or distance of Securities title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of electronic entr means as may be agreed.

Title, Distributions and Voting

(Passing of Title) 3.1

The Parties must execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in

any Securities borrowed pursuant to clause 1;
any Equivalent Securities redelivered pursuant to clause 6; $(b)$
any Collateral delivered pursuant to clause 5; $(C)$ $(d)$ any Equivalent Collateral redelivered pursuant to clauses 5 or 6;

or expression one Party to the other, free From all liens, charges,
equities and encumbrances, on delivery or redelivery of the same in accordance
with this Agreement. In the case of Securities, Collateral and encumbrances which provides for the recording and transfer of title to the same by way of
electronic entries, delivery and transfer of title will take place in accordance with the rules and procedures of such system as in force from time to time.

(Distributions) $3.2$ $(a)$

(Cash Distributions) Unless otherwise agreed, if Income is paid by the Issuer in relation to uness otherwise agreed, it income is paid by the issuer in relation to any borrowed Securities on or by reference to an income Payment particular where those Securities are the subject of a loan under this Agreement, the B would have been enturied to receive talent any dependence. Waterforce its behalf) in respect of such income) had such Securities not been lent to the Borrower and been held by the Lender on the income Payment Date, irrespe

(Corporate Actions) $(b)$

(Corporate Actions)

Subject to paragraph (c) (unless otherwise agreed), if, in respect of any

subject to paragraph (c) (unless otherwise agreed), fi, in respect of any

borrowed Securities or any Collateral, any rights Equivalent Collateral, as the case may be, it wishes to receive Equivalent

Securities or Equivalent Collateral in such form which will arise if the right
is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice

$(c)$ (Tax Act Requirements)

Wax Acc. requirements
to the fit in respect of any borrowed Securities
or any Collateral, the relevant issuer company, trustee, government
or any Collateral, the relevant issues any right or option in respect of the
borrow be, to the other Party on the date of such issue or on such other date
as the Parties may from time to time agree:

(i) the right, or option; or
(ii) an identical right or option; or
(iii) a payment equal to the value to the Lender or the Borrower,
respectively, of the right or option; together with any such endorsements or assignments as may be customary and appropriate.

$(d)$ (Manner of Payment)

Any payment to be made by the Client under this clause will be made in a manner to be agreed by the Parties.

$3.3$ (Voting)

Noting

Noting rights attaching to the relevant Securities, Equivalent Securities,

Collateral, or Equivalent Collateral will be exercisable by the persons in whose

name they are registered, or in the case of Securities, Lender (as the case may be).

(Transfer) 3.4

(Transfer)

Notwithstanding the use of expressions such as "borrow", "lend", "Collateral",

Notwithstanding the use of expressions such as "borrow", "lend", "Collateral"

market for transactions of the kind provided for in

If, in respect of any Transaction, any distribution is made, or Income or fee is in the specific of any via isosobin, any visit budden is intake, of income of refers and other than in cash, the provisions of this Agreement (other than clause 3.2(b)) apply, with necessary modifications, to the same exte

4 Fees

4.1 (Fees) In respect of each loan of Securities:

for which the Collateral is cash, the Collateral Taker must pay a fee to the $(a)$ Collateral Provider in respect of the amount of that Collateral, calculated
at the rate initially as agreed by them (and then as may be varied under this Agreement): and
the Client must pay a fee to Opes Prime for each loan of Securities in
the amount determined from time to time by Opes Prime and agreed
by the client. $(h)$
$4.2$

(Different types of Collateral)
If the Collateral comprises only partly cash and non-cash collateral, clause 4.1
Is to be construed as if there were a single loan of Securities.

4.3 (Calculation of Fees)
In respect of each loan of Securities, the nayments referred to in clause 4.1 of this clause will accrue commencing on and inclusive of the Settlemer
Date and terminating on and exclusive of the Bettlemer Equivalent Securities are redelivered or Cash Collateral is repaid.
Equivalent Sciences are received to cash Contact and Teleston and the Borrower to the Lender or to the Borrower by the Lender (as the case may be) not later than the Business Day which is one week after the Basiness Day up $(b)$ to time agree. $(C)$
Any payment made pursuant to clause 4.1 must be in Australian currency, unless otherwise agreed, and must be paid in such manner and at such place as agreed between the Parties.
Opes Prime may vary the amount or the manner in which the fees
are calculated for the purposes of clause 4.1, including increasing or $(d)$ decreasing interest rates.
decreasing interest rates.
Variations take effect from the time determined by Opes Prime, but may
not be retrospective before the time of determination. Opes Prime must
give notice of the variation. Opes Prime may give not $(e)$

Collateral 5

(Borrower's Obligation to Provide Collateral) $5.1$
The Client as Borrower or Lender undertakes to deliver to or to deposit with Opes Prime or its Nominee (or in accordance with Opes Prime's instructions) Collateral of the kind specified in the relevant Borrowing Request or as otherwise agreed between the Parties; and $(a)$
appropriate instructions for transfer or instruments of transfer duly stamped (if necessary) and such other instruments as may be requisite
to vest title to them in Opes Prime simultaneously with delivery of the Borrowed Securities, in accordance with this clause 5

(Clobal Margining) 52

(Adjustments to Collateral) Subject to paragraph (b), clause 5.4 and clause 5.11:
ect to paragraph to , cause 5.4 and cause 5.71;
The aggregate Value of the Collateral delivered to or deposited
with Opes Prime, its Nominee, or its nominated bank or depositary
(excluding any Collateral repaid or redelive $\overline{a}$
Search where the aggregate Value of the Posted Collateral in
If at any time the aggregate Value of the Posted Collateral in
respect of all Ioans of Securities outstanding under this Agreement
exceeds the aggregate of the R (ii) Collateral or redeliver to the Client such Equivalent Collateral, or
both, which will eliminate the excess.
$(ii)$ If at any time the aggregate Value of the Posted Collateral in respect a en y anne die aggregate value of der Fosten Container an Festival of all loans of Securities outstanding under this Agreement Falls
below the aggregate of Required Collateral Values in respect of all
such loans, the Clie
(Netting of Collateral Obligations if a Party is both Lender
and Borrower) $(b)$ Unless the Parties have otherwise agreed, subject to clause 5.4, if oness the Faithes line burning agreed, subject to clause 3.44, if
paragraph (a) applies, if a Party (first Party) would, but for this paragraph,
be required under paragraph (a) to repay Cash Collateral, redeliver
Equival the other Party (second Party) would, but for this paragraph, also
be required to repay Cash Collateral, redeliver Equivalent Collateral or
provide further Collateral under paragraph (a), then the Value of the Cash
Collate Party (X) will be set-off against the Value of the Cash Collateral, Equivalent Collateral or further Collateral deliverable by the second Party (Y) and the Collateral or truther Collateral deliveration by the second Party (17) and the only obligation of the Parties under paragraph (a) will be, if X exceeds Y, an obligation of the first Party, or if Y exceeds X, an obligation

(Required Collateral Value) $5.3$

Weguine to unate at value of the Posted Collateral to be
for the purposes of clause 5.2(a), the Value of the Posted Collateral to be
delivered or deposited in respect of any loan of Securities, while the loan of
Securities

(Time for Payment/Repayment of Collateral) 5.4 Except as provided in clause 5.1 or clause 5.6 or as otherwise agreed, if any
Cash Collateral is to be repaid, Equivalent Collateral is to be redelivered or further Collateral is to be provided under this clause 5, it must be paid or delivered as follows:
Cash Collateral: within one Business Day after demand; $(a)$
Equivalent Collateral: not less than the Standard Settlement Time for such $(b)$ Collateral or the equivalent time on the exchange or clearing organisation
through which the relevant Collateral is to be, or was originally, delivered.
(Substitution of Alternative Collateral) Substitution of Alternative Collateral
The Collateral Provider may from time to time call for the repayment of Cash
Collateral or the redelivery of Equivalent Collateral prior to the date on which
the same would otherwise

(Return of Collateral/Equivalent Collateral on Redelivery of 5.6 Equivalent Securities)

Cash Collateral must be repaid and Equivalent Collateral must be redelivered at the same time as Equivalent Securities in respect of the Securities borrowed are redelivered.
the Securities formoved are redefinite to the security transfer system (such as Austraclear or RITS), the obligation of the Lender will be to redeliver Equivalent Collateral through such book entry transfer system in accor $(b)$

second to construct an conspirance of the Collateral Constrained in the Collateral (other than Cash Collateral) is delivered in respect of which any frequence may become payable and an Income Payment Date in respect of tha

agree, entitled to retain for its own financial benefit or gain any money or property equivalent to such income.

The Client may not assignate to such the Client are not assignable)
The Client may not assign, transfer or otherwise dispose of, or mortgage,
The Client may not assign, transfer or otherwise dispose of, or mortgage,
charge $5.8$ written consent of Ones Prime
(Opes Prime may set off obligation to repay or return Equivalent 59 Collateral

Conaces and the client falls to comply with its obligation to deliver Equivalent Securities or
to accept and pay for delivery of Equivalent Securities, the obligation of Opes
Prime in respect of any Collateral may be the s with clause 7

5.10

War clouderal provided to Opes Prime's Nominee)
Without limiting clause 24.7, if Collateral is provided to Opes Prime's nominee,
any obligation under this Agreement to repay or redeliver or otherwise account
for Equivalent by the nominee.

$5.11$

(Minimum Adjustments)

(a) Opes Prime may not demand that further Collateral be provided by the

Client if the aggregate deficiency calculated in accordance with clause 5.2

is less than the greater of: $\ddot{u}$

\$500
fil) 2% of the Required Collateral Value; and
such other amount specified by Opes Prime from time to time. filit
The Client may not demand the return of Collateral provided to Opes $(b)$ The Electric may not committed an Event of Default in respect of any
transaction or if the aggregate excess calculated in accordance with
clause 5.2 is less than the greater of:
(i) \$5,000
2% of the Required Collateral Value; and di
din such other amount specified by Opes Prime from time to time.

5.12 (Suspended Securities) This clause 5.12 applies if:

dealings in any borrowed Securities or Collateral Securities are suspended $(2)$ from trading by the stock exchange on which the Securities were listed
at the time of delivery under this Agreement, whether by reason of the adverse position of the issuer or otherwise; or
auverse pusholici transportation of outerwise; or
the figure reason concerning the issuer of those Securities (such as
the liquidation, provisional liquidation, administration or receivership of
the issuer, or the Securiti $(b)$

At any time while a situation described above prevalls in relation to particular horrowed or Collateral Securities (Suspended Securities), either the Lender of
the Borrower may give notice (Suspension Notice) to the other, in which the the Borrower may give notice (Suspension Notice) to the other, in which the following applies. If a Suspension Notice is given, the Borrower and the Lender must promptly enter into negotiations in good faith with a view

Redelivery of Equivalent Securities 6

(Borrower's obligation to redeliver Equivalent Securities) 6.1 The Borrower undertakes to redeliver Equivalent Securities in accordance with this Agreement and the terms of the relevant Borrowing Request
Mender may call for redelivery of Equivalent Securities
Subject to clause 7 and the terms of the relevant Borrowing Request, the Lender
may call for the redelivery of all or any Equivalent Securities at any time by giving
6.2 such Equivalent Securities of the equivalent time on the exchange or in the
detaing organisation through which the relevant borrowed Securities were
originally delivered. The Borrower must redeliver such Equivalent Securit later than the expiry of such notice in accordance with the Lender's instructions.
then the may be minimate foan If Borrower defaults)
If the dermany terminate foan If Borrower defaults
If the Borrower does not redeliver Equivalent Securities in accordance with
stoch acil, the Lender may elect to continu 6.3 somewhere the termination then the the effect immediately from
the time of specify the time of termination then it will take effect immediately from
the time of despatch of that notice by the Lender. Upon the time for effe
(Consequence of exercise of "buy-in") 64

(Consequence of exercise of "buy-in")

If, as a result of the failure of the Borrower to redeliver Equivalent Securities to

If, as a result of the failure of the Borrower to redeliver Equivalent Securities to

the Lend

(Right of Borrower to terminate loan early) 65

istight or bout over to certificate loan can be ally Sequest, the Borrower may
at any time termis of the relevant Borrowing Request, the Borrower may
at any time terminate a particular loan of Securities and redeliver all the Lender's instructions.

Set-off $\overline{\phantom{a}}$

(Requirement for Simultaneous Delivery) 71
According to the date and time that Equivalent Securities are required to be redelivered
by the Borrower in accordance with the provisions of this Agreement, the Collateral Taker will simultaneously redeliver the Equivalent Collateral and pay
any Cash Collateral (in respect of the Equivalent Securities to be redelivered) any cast contact at the spectrum term term in the collateral Provider. Neither Party is obliged to make delivery (or to make a payment as the case may be) to the other unless it is satisfied that the other party will make benduring the other Party and Julies that other Party be other exists, it will not
the other Party and Julies that other Party has made arrangements which
are sufficient to assure full delivery for the appropriate payment
(Settlement of Payments owing by Client during Loans) $7.2$ Securement or Payments owing by cuent during Louis

On the date and time for payment by the Client of any amount required by

this Agreement, including payments in respect of cash distributions, Opes

Prime may, unless oth Equivalent Collateral which is Cash Collateral (in respect of the Equivalent
Securities to be redelivered) to the Client, thereby immediately reducing the Value of the Posted Collateral.
the value of the research of Payments owing by Opes Prime during Loans)
On the date and time for payment by Opes Prime of any amount required
on the date and time for payment by Opes Prime of ash distributions, Opes
by thi $7.3$
so any our set of the part of Opes Prime's payment obligation
for a corresponding adjustment to Opes Prime's obligation to pay any
Equivalent Collateral which is Cash Collateral (in respect of the Equivalent
Securities to $(a)$ the Value of the Posted Collateral; and
immediately deposit an amount equal to all or part of Opes Prime's pay-
ment obligation to any account nominated by the Client for this purpose. $(b)$
(Netting following occurrence of Event of Default) $74$ if an Event of Default occurs in relation to either Party, the Parties' delivery
and payment obligations (and any other obligations they have under this
Agreement) will be accelerated so as to require performance at the ti Event of Default occurs (the date being the "Performance Date" for the purposes of this clause), and in such event:
the Relevant Value of the Securities to be delivered (or payment to be $(a)$ made, as the case may be) by each Party will be established in accordance with clause 7.5; and
on the basis of the Relevant Values so established, an account will be $(b)$ on the basis of the Relevant Values so established, an account will be
taken as at the Performance Date) of what is due from each Party to
the other and (on the basis that each Party's claim against the other in
respect of will be payable on the Performance Date.

(Relevant Value) $7.5$

7.6

For the purposes of clause 7.4 the Relevant Value:
of any cash payment obligation which is due must equal its par value $(a)$ (disregarding any amount taken into account under 7.6 (b) or (c) below);
of any Securities to be delivered by the Defaulting Party must,
subject to clause 7.6 (b) and (c) below, equal the Offer Value; and $(b)$ $\mathbf C$
subject to cubate for be delivered to the DeFaulting Party must,
of any Securities to be delivered to the DeFaulting Party must,
subject to clause 7.6 (b) and (c) below, equal the Bid Value.
(Bid Value/Offer Value) Value/Offer Value of any Securities will be calculated Offer Value of Engine Compare of clause 7.5, but subject to the and the close of Business in the most appropriate market for Securities of the relevant of Business in (a) on the second Business Day following the Performance Date (Default Valuation Time).
We all the Non-Defaultion immer.

If the Non-Defaultion immerstore of an Event

of Default but prior to the Default valuation time, purchased Securities

for Default but prior to the Default valuation time, purchased Secur $(b)$ xpenses that would be incurred in connection with the transaction)

will be treated as the Offer Value or Bid Value, as the case may be, of the relevant Securities for the purposes of this clause 7.

If the amount of any Securities sold or purchased as mentioned in (b) $(c)$ above is not in substantially the same amount as those Securities to be
above is not in substantially the same amount as those Securities to be
valued for the purposes of clause 7.5, the Offer Value or the Bid Value
(as th $(i)$
dividing the net proceeds of sale or cost of purchase by the
amount of the Securities sold or purchased so as to obtain a net unit price: and
multiplying that net unit price by the amount of the Securities $(i)$ to be valued

77 (Securities)

isecurities)
Any reference in this clause 7 to Securities includes any asset other than
cash provided by way of Collateral and, for the avoidance of doubt, includes
Equivalent Securities and Equivalent Collateral.

(Event of Default) 7.8

tevent of Derauty

If the Borrower or the Lender for any reason fails to comply with its respective

If the Borrower or chaise 5.6 in respect of the redelivery of Equivalent Collateral

or the repayment of Cash Collateral, Defaulting Party.

(Walver of right to regulre simultaneous delivery) 7.9

Subject to and without prejudice to its rights under clause 7.1:
either Party may from time to time in accordance with market practice
and in recognition of the practical difficulties in arranging simultaneous
delivery of Securities, Collateral and cash transfers waive its right under
t $(a)$
no such waiver in respect of one Transaction will bind it in respect of $(h)$ any other transaction.

8 Obligations

(Stamp duty etc.) 8.1

Stamp duty etc.,
The Client undertakes promptly to pay and account for any transfer or similar
duties or Taxes, and any loan security or other stamp duties (if any) chargeable
in connection with any Transaction effected pu of other parts of this Agreement or the end of any particular Transaction).

(Borrower to give Transfer of Distribution Statement to Lender for
Franked Distributions) 8.2

İF
an Income Payment Date occurs during an Income Determination Period
in relation to a particular loan of Securities; $(a)$
the Lender had been the holder of those Securities on the relevant $(b)$ Income Payment Date, it would have received a Franked Distribution in respect of those Securities;
the Lender is an Australian Taxpayer; $\mathbf{C}$
the failure of the Lender to receive a Franked Distribution is not due to
any unreasonable act or omission by or on behalf of the Lender; and $(d)$
the relevant Confirmation does not state that the Lender is not entitled $(e)$ to compensation for the loss of Imputation Benefits, then the Borrower must either:
if section 216-10 of the 1997 Tax Act applies, as soon as practicable,
and in any event within 10 Business Days, after the relevant income
Payment Date, give to the Lender a Transfer of Distribution
Statement in respect of m effective for the purposes of section 216-10 of the 1997 Tax Act); or
otherwise, on the 10th Business Day after the relevant Income $\langle \hat{f} \rangle$ Payment Date pay to the Lender an amount equal to the Franking Payment Date pay to the tender and announce square of the second fallocated for, under section 202-65 of the 1997 Tax Act, taken
to have been allocated) to the Franked Distribution and specified in the Distribution Statement for that Franked Distribution.

("Notifiable consideration" for the purposes of s 26BC(3)(d) of the 1936 Tax Act)

For the purposes of section 26BC(3)(d) of the 1936 Tax Act, the notifiable consideration in respect of any loan of Securities is dissected as follows: a fee - see clause 4.1 (as applicable); and $(a)$

other consideration see clauses 3.2, 5 and 8 and the definition of $(b)$ 'Equivalent Securities' in clause 22.
$(GST)$ 8.4
All payments (including the provision of any non-monetary consideration) $(a)$ to be made by either Party under or in connection with this Agreement have been calculated without regard to GST.
If all or part of any such payment is the consideration for a Taxable Supply,
then, when the payer makes the payment, the payer must, after receipt
of a Tax Invoice, pay to the supplier additional consideration equal to th $(b)$ the date of the first payment for the Taxable Supply; and $\mathbf{f}$
- $(ii)$ the date 5 Business Days after the date on which the Tax Invoice for the Taxable Supply is received by the payer.
- If under or in connection with this Agreement a Party is required to
  reimburse or indemnify for an amount, that Party will pay the relevant $|c|$ amount:
- including any sum in respect of GST which has been paid by the
  payee upon any supply made to the payee in connection with the $\langle i \rangle$

circumstances giving rise to the operation of the indemnity or right of reimbursement:

less any GST input Tax Credit that that Party determines lacting
reasonably) that the payee is entitled to claim in respect of the (ii) circumstances giving rise to the operation of the indemnity or right of reimbursement.
If a person is a member of a GST Group, references to GST for which $(d)$ the person is lable and to input Tax Credits to which the person is
entitled include GST for which the Representative Member of the
GST Group is liable and Input Tax Credits to which the Representative
GST Group is liable Member is entitled.

(Non-Australian GST) 85

Payments (including the provision of any non-monetary consideration)
to be made by either Party under or in connection with this Agreement have been calculated without regard to Non-Australian GST.
If all or part of any such payment is the consideration for a supply of
goods or services (however defined) in respect of which non-Australian $(b)$ Social construction of the party of its Related Entities or any person
of the baselic whether by a Party of its Related Entities or any person
on its behalf or in its place (supplier) to any relevant tax authority or
gover additional amount is to be paid on demand by the supplier.
If under or in connection with this Agreement a Party is required to $(C)$ reimburse or indemnify for an amount, that Party will pay the relevant amount:
$(i)$ including any sum in respect of non-Australian GST which has been paid by the payee upon any supply made to the payee in
connection with the circumstances giving rise to the operation of the indemnity or right of reimbursement;
or a moderning or right of real thousands lines and product lines and input tax credit (however defined or described) that that Party determines (acting reasonably) that the payee is entitled under the law applicable to th fiil
In this clause, the expression non-Australian CST means any goods
and services tax, value added tax or similar transactional tax, however
described, imposed on supplies of goods or services (however defined) $(d)$ under the law of any jurisdiction outside Australia, together with any related interest, penalties, fines or other charges.

(Grossing up) 8.6

of this Agreement are to be
an all payments under clauses 3.2(a), 4.1(b) and 12 of this Agreement are to be
made free and clear of, and without any deduction or withholding for or on
account of, any taxes. Accordingly, if of any such payment is required by law, as modified by the practice of any
relevant taxing authority, then the payer must:

$(a)$ pay to the other Party, in addition to the payment to which that other Pay our our or rating, in additional and payment. Wo with that critical amount
Barty is otherwise entitled under this Agreement, such additional amount
as is necessary to ensure that the net amount (free and clear of any t
promptly pay to the relevant taxing authority the full amount of the $(b)$ deduction or withholding by the payer; and
forward to the payee on request a copy of any official receipt or
other evidence showing that the full amount of any such deduction
or withholding has been paid over to the relevant taxing authority. $\langle c \rangle$
Otherwise, unleased one over the over to the relevant taxing authority.
Or a particular payment, no such gross up is required in respect of any payment
under this Agreement.

(Client Settlement) $8.7$

By 2:00 p.m. (Melbourne time) on the date for settling on termination of a loan, subject to clause 7 the Client must either:
pay to Opes Prime in cleared funds the Total Outstanding for that $(a)$ Transaction: or
make other arrangements (including extending the term of the
Transaction) that are acceptable to Opes Prime. $(h)$

8,8 (Client Declarations) The Client declares that

${a}$ all the information the Client has given Opes Prime is correct and not misleading; and
$(b)$ the Client has not withheld any information that might have caused Opes Prime not to enter into this Agreement or to enter into a Transaction on different terms; and
the Client does not breach, and no other person breaches, any law or
any obligation to another person by the Client signing, agreeing to or $(C)$ otherwise adopting the terms of this Agreement; and
$(d)$ (unless the Client has provided Opes Prime with details of a trust) the
Client does not hold any interest in the Securities transferred to Opes Prime under a Transaction as trustee or agent; and
$[_P]$ the Client has (and will) rely on the Client's own judgment in respect of this Agreement, and has not (and will not) rely on any statements or representations made by Opes Prime unless expressly set out in this Agreement.

Each of the declarations made in this clause continues after the Client agrees to or otherwise adopts this Agreement including in respect of each Transaction, and the Client must tell Opes Prime if anything has happened which prevents the Client from repeating any one or more of those declarations at any time.

$23$

8.9 (Client Obligations)

The Client agrees to give Opes Prime promptly any information or documents Opes Prime
reasonably requests in relation to Transactions or this Agreement; and $(a)$
For the promptly if there is a default in relation to Transactions
in particular or this Agreement in general, or if it is reasonably likely that
an Event of Default will occur in the foreseeable future; and $(b)$
are test to be earthly such as obtaining consents, signing and producing
documents, producing receipts and getting documents completed and
signed) to bind the Client and the Client's successors to this Agreement,
and to tr $(C)$
to tell Opes Prime in writing of any change to the information contained
in the Client's application form for this facility; and $(d)$
in the contract properties of a anything or knowingly permit or cause any-
thing to be done or omlitted which could mean that the Collateral is likely
to become materially lessened in value or prejudicially affected. $(e)$

8.10 (Further assurances)

For the use assurances.
The Opes Prime's request the Client must execute any documents or do any act
in the future for the purpose of further or more perfectly:
securing the fulfilment of the Client's declarations, undertakings or $(2)$ obligations under this Agreement;
securing the effect of set-off or netting provisions that this Agreement
are intended and purport to grant; or $(h)$
granting to Opes Prime the rights and powers that this Agreement are $(C)$ intended and purport to grant to Opes Prime.

(Payments generally) 8.11

nents generally
Subject to clause 7, the Client must pay Opes Prime all amounts owing in
Full without setting off amounts the Client believes Opes Prime owes the
Client and without counterclaiming amounts from Opes Prime.
Opes Prime may reduce the Total Outstanding on a particular Transaction
in any order that Opes Prime chooses when Opes Prime receives a
payment in connection with that Transaction or Opes Prime receives
any Income or proce $(b)$ particular Transaction.

8.12 (Calculations)

In this Agreement:

all calculations will be done to not fewer than two decimal places;
no rounding of numbers will occur until a Transaction ends or matures
and at that time the entitlement the subject of the Transaction will be $(b)$ and a unit unit unterstanding to that all money amounts
are rounded to the nearest whole cent and all numbers of securities
are rounded to the nearest whole cent and all numbers of securities
are rounded to the nearest who value of 0.5 or more is rounded up and all other fractions are rounded down; and
for following an application of this clause, the securities comprise
if following an application of this clause, the securities comprise
property of different kinds, each of those kinds of property is to be
treated as the $|C|$ made to each kind of property separately.

8.13 (Valuation)

.
Valuation of securities is, unless otherwise specifically stated in this Agreement valuation of science to the last sale price (in a marketable parcel) quoted by the Stock
Exchange (including, when relevant, on the SEATS trading system of the ASX)
at 4:00 p.m. (Melbourne time) on the relevant day of trad
שטאש מונות Committees (לוח ב-Allent Committees)
When Opes Prime asks, the Client must pay Opes Prime for all Costs in
Connection with: 8.14 (Costs and Commissions)
the negotiation, stamping, registration, variation or discharge of
this Agreement or any Transaction; and $(a)$
the drawing, engrossing, execution or making of any Transaction
or service of any demand or notice given by Opes Prime; and $(b)$
their performance or observance (or default of performance or $(n)$ observance) of this Agreement including any particular Transaction.
8.15

(Payment of Taxes)
When Opes Prime asks, the Client must pay Opes Prime for all Taxes payable by
the client or Opes Prime in connection with this Agreement, any Transaction
and any instruments entered into as a result of t

8.16 (Sharing of Costs, Commissions)
salaring or costs, commissions)
Opes Prime may share any costs that are incurred in connection with this
Opes Prime may share any costs that is experient with, or pay a commission to, any person. If Opes Prime pays a
commi

8.17 (CMT)

Comparison and for the Client in a CMT Account opened with or managed
In association with a Related Entity, the Client consents to that entity earning
fees and commissions in connection with the account.

8.18 (Indemnity)
The Client Forever indemnifies Opes Prime against, and must therefore pay
Opes Prime on demand, for all loss or costs suffered or incurred by Opes Prime to the extent arising as a result of:
the occurrence of any Event of Default by or in respect of the Client; $(a)$ Opes Prime entering into and performing Opes Prime's obligations
under this Agreement including any particular Transaction (other than
any trading loss incurred in the ordinary course of the Transaction); $(b)$
any inaccuracy in, or breach of, any of the representations, warranties, declarations or undertakings that the Client gives; $(C)$
any omission from or misleading or misrepresentative statement
made by the Client in any certificate or declaration delivered or any
oral or written statement made or adopted by the Client's official
Client's agent or repr $(d)$
any amount under this Agreement not being paid by the Client on its due $[_P]$ date, other than to the extent caused by Opes Prime's gross negligence,
fraud or default under this Agreement.

The indemnities in this Agreement are continuing obligations, independent of the Client's other obligations under this Agreement. They continue after
Opes Prime releases the Collateral. It is not necessary for Opes Prime to incur expense or make payment before enforcing a right of indemnity conferred by
this Agreement.

8.19 (Confidentiality)

Commentancy
Conservation of disclose any information in connection with the Client, a
Transaction or this Agreement to any person other than if:
necessary in connection with the establishment, operation and
enforcement of a Transaction; $(a)$
the Client requests the disclosure: or $(h)$
required by law or the Stock Exchange (c)
the volume of the value of the value of the value of the value of the value of the value of the value of the value of the value of the value of the value of the value of the conditions, and Opes Prime need ond give the Cli exercise a right or remedy fully or at a given time. Opes Prime can still exercise it later.
Opes Prime's rights and remedies under this Agreement are in addition $(b)$ upes Prime's rights and remedies under this Agreement are in addition
to other rights and remedies provided by law or other parts of this
Agreement. Opes Prime may enforce its rights and remedies in any
order that Opes Pri
The British and liable for loss caused by the exercise or attempted
exercise of, failure to exercise, or delay in exercising a right or remedy,
whether or not caused by Opes Prime's negligence or selfinterest. $\left(\nabla\right)$

Lender's Warranties

Each Party warrants and undertakes to the other on a continuing basis, to
the intent that such warranties will survive the completion of any transaction contemplated by this Agreement, that, if acting as a Lender:

it is duly authorised and empowered to perform its duties and
obligations under this Agreement; $(a)$
it is not restricted under the terms of its constitution or in any other $(b)$ manner from lending Securities in accordance with this Agreement or
from otherwise performing its obligations under this Agreement;
it is absolutely entitled to pass full legal and beneficial ownership of all $(C)$ Securities provided by it under this Agreement to the Borrower free
from all liens, charges, equities and encumbrances; and
First Dient has stated in its application to become a party to or to
be bound by this Agreement that it is not resident in Australia for the
purposes of the Tax Act then either: $(d)$
but of the number of the primarient establishment
in Australia for the purposes of the Tax Act or of any applicable
in Australia for the purposes of the Tax Act or of any applicable
double tax agreement between Australia a
$(1)$ if it does have such a branch or other permanent establishment in a to do in the loan is not entered into in the course of carrying
on business through such branch or permanent establishment,
and each Party would not enter into this Agreement but for the other Party making these warranties and giving these undertakings.

Borrower's Warranties $10¹$

Each Party warrants and undertakes to the other on a continuing basis, to Each reaction warranties will survive the completion of any transaction
the intent that such warranties will survive the completion of any transaction
contemplated by this Agreement, that, if acting as a Borrower:
(a) it h

te instant clear that the experiment is during and obligations under this Agreement
and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
it is not restricted under the terms of its constitution or in any other manner from borrowing Securities in accordance with this Agreement or from otherwise performing its obligations under this Agreement; $(b)$
the absolute with the past and length and beneficial oversthements in a contact the past and beneficial oversthip of all
collateral provided or returned by it under this Agreement to the Lender
free from all liens, charges $(C)$
It is acting as principal in respect of this Agreement, and each Party
would not enter into this Agreement but for the other Party
these warranties and giving these undertakings. $(d)$

Events of Default 11

(Events of Default) 11.1 Each of the following events occurring in relation to either Party (Defaulting Party, the other Party being the Non-Defaulting Party) will be an Event of

the Borrower or Lender failing to pay or repay Cash Collateral or deliver
or redeliver Collateral or Equivalent Collateral upon the due date, and the $(a)$ Non-Defaulting Party serves written notice on the Defaulting Party:
the Lender or Borrower failing to comply with its obligations under
clause 5, and the Non-Defaulting Party serves written notice on the $(b)$ Defaulting Party:
the Borrower falling to comply with clause 3.2, or clause 8.2 and the
Non-Defaulting Party serves written notice on the Defaulting Party: $\overline{c}$
an Act of Insolvency occurring with respect to the Lender or the $(d)$ Borrower and lexcept in the case of an Act of Insolvency which is the
presentation of a petition for winding up or any analogous proceeding
or the appointment of a liquidator or analogous officer of the Defaulting or the appointment or a inquired or a language both or the or the betation.
Party in which case no such notice will be required) the Non-Defaulting
Party serves written notice on the Defaulting Party;
any representations or warranties made by the Lender or the Borrower $(e)$ the interfect or unitrue in any material respect when made or repeated
or deemed to have been made or repeated, and the Non-Defaulting Party serves written notice on the Defaulting Party;
the Lender or the Borrower admitting to the other that it is unable to perform, or it intends not to perform, any of its obligations or in respect of any loan pursuant to this Agreement, and the Non- Defaulting Party $(f)$ serves written notice on the Defaulting Party;
the Lender (if appropriate) or the Borrower being declared suspended or expelled from membership of or participation in any securities exchange cyclesion or other self-regulatory organisation, or suspended from
dealing in securities by any government agency, and the Non-Defaulting
Party serves written notice on the Defaulting Party;
Fair and of the assets of the Lender or the Borrower or the assets of investors
any of the assets of the Lender or the Borrower or the assets of investors
held by or to the order of the Lender or the Borrower being ordered $(h)$
the Lender or the Borrower failing to perform any other of its obligations (i) the Luck of the Soften and not remedying such failure within 5 days after
the Non-Defaulting Party serves written notice requiring it to remedy
such failure, and the Non-Defaulting Party serves a further written notice
suc on the Defaulting Party.
11.2 (Obligation of each Party to notify its Event of Default)
Each Party must notify the other if an Event of Default occurs in relation to it. The failure to give such notice does not affect the consequences of the Event
of Default occurring.
(Additional Rights)

If there is an Event of Default then, in addition to any other rights Opes Prime has, whether under this Agreement or otherwise, Opes Prime may do any one
or more of the following:

or the client that the Total Outstanding in connection with all
Transactions is immediately due and payable (which notice will also
automatically serve as notice that the Total Outstanding in connection
with all Transactio $(a)$ immediately due and payable);
direct the Client to pay Opes Prime immediately all or part of the Total
Outstanding in connection with all Transactions; $(b)$
withdraw or redeem any amount standing to the credit of any account $(c)$ for the Client held by Opes Prime or under Opes Prime's control; $(d)$
expend money or incur liabilities in exercising the powers conferred on Opes Prime:
provide any instruction to a sponsoring participant necessary to give $(e)$ effect to any dealing;
after giving notice to the Client, terminate any or all Transactions
between the parties with effect from the date specified in the notice,
which must not be less than one (1) Business Day after the date notice (F) is given; and use the resulting money to pay and repay the Total
Outstanding under all Transactions.
11.4 (No obligation to act)

Opes Prime need not take any action, and will not be liable if Opes Prime delays
in taking any of the actions described in this clause. (No obligation to notify)

11.5 Opes Prime need not give anyone any notice before Opes Prime takes any of the actions described in this clause.
11.6 (Opes Prime may limit application) if an Event of Default relates or is attributable solely to a specific Transaction
(which Opes Prime may decide in Opes Prime's sole discretion), Opes Prime may
exercise Opes Prime's rights under this clause in respect of

Overdue Payments $12$

If either Party fails to remit sums in accordance with this Agreement, such Party undertakes to pay to the other Party upon demand interest (before as well as after judgment) on the net balance due and outstanding, for the period commencing on and inclusive of the original due date for payment to period commenting of and inclusive of the original oue date for payment.
In the same currency at a rate per library and the cost (without proof or evidence of any actual cost) to the
relevant payee (as certified by it in g itself bears interest under this clause

13 Termination of course of dealings by notice

Each Party may bring the course of dealing contemplated under this Agreement to an end by giving not less than 10 Business Days' notice
in writing to the other Party (which specifies the date of termination), subject to an obligation to ensure that all loans which have been entered
into but not discharged at the time such notice is given are duly discharged in accordance with this Agreement.

No reliance on tax or accounting representations 14 by other Party

Each Party acknowledges, represents and warrants to the other that, except as expressly stated in this Agreement or any Confirmation:

it has not relied on any advice, statement, representation or conduct of
any kind by or on behalf of the other Party in relation to any tax lincluding
stamp duty) or accounting issues concerning this Agreement or any $(a)$ Transactions effected under it; and
it has made its own determination as to the tax (including stamp duty)
and accounting consequences and treatment of any transaction effected and the Agreement, including (without limitation) of any monies paid
or received or any property transferred or received in connection with any such Transaction.

Severance 15

If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision will be severed
from the Agreement and the remaining provisions of this Agreement will Femalin in full force and effect. The Agreement will be amended by the Parties
in such reasonable manner so as to achieve, without illegality, the intention of
the Parties with respect to that severed provision.

16 Specific Performance

Each Party agrees that, in relation to legal proceedings, it will not seek specific
performance of the other Party's obligation to deliver or redeliver Securities, Equivalent Securities, Collateral or Equivalent Collateral, but without prejudice to any other rights it may have.

Notices 17

17.1 (Effectiveness)

Subject to the other terms of this agreement, any notice or other communi-Station in respect of this Agreement may also be given in any manner set out
below (except that a notice or other communication under clause 11 or clause
13 may not be given by facsimile transmission or electronic messagin to the address or number or in accordance with the electronic messaging
system details provided and will be deemed effective as indicated:

if in writing and delivered in person or by courier, on the date $(a)$ it is delivered:
if sent by facsimile transmission, on the date that transmission is $(h)$ ir sent by racsimile transmission, on the date that transmission is
received by a responsible employee of the recipient in legible form (it
being agreed that the burden of proving receipt will be on the sender
and may be m
$\overline{C}$ if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or
$(d)$ if sent by electronic messaging system, on the date that electronic
message is received unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is not a Business Day or that
communication is delivered (or attempted) or received, as applicable, Setter the close of business on a Business Day, in which case that
communication will be deemed given and effective on the first following day that is a Business Day.

17.2 (Change of Address)

Either party may by notice to the other change the address, telex or facsimile
number or electronic messaging system details at which notices or other communications are to be given to it.

$17.3$

Communications are to de given to it.
Authorised Representatives

The Client may give Opes Prime notice of any person authorised to give

The Client may give Opes Prime notice of any person opes Prime. If this

notice i

that the Client authorises the Client's directors and secretaries jointly and each of them severally to act as the Client's agent;
the genuineness and authenticity of any notices and communications (b) given or purportedly given by or on behalf of the Client either by
telephone or in writing in accordance with this Agreement including any particular Transaction;
that the person giving such notices and communications either by
telephone or in writing is authorised by the Client to do so iff the Client
has not given notice of the persons authorised to give notices and
communications $(C)$ authorised has been given); and
that any person who claims by telephone or in writing to be a person
details of whom have been given to Opes Prime is in fact that person. $(d)$

Opes Prime is not obliged to make any enquiry as to any of these matters. If the Client is a corporation, Opes Prime does not have constructive notice of
any form or notice the Client lodges with Australian Securities and Investments represents to the regulatory body about changes to office holders of the
Clemit. The Client instructs Opes Prime to act upon any notices and communica-
tions believed by Opes Prime to be genuine and to be given by a person authorised to give them.

18 Assignment

The Client may not assign, transfer or otherwise dispose of all or any of its
rights or obligations under this Agreement without the prior written consent of Opes Prime.

Ones Prime may assign, transfer or otherwise dispose of all or any of its dights or obligations under this Agreement to any related body corporate
of it by written notice to the Client. Opes Prime may not otherwise assign, transfer or otherwise dispose of all or any of its rights or obligations under
this Agreement without the prior written consent of the Client.

19 Non-Waiver

No failure or delay by either Party to exercise any right, power or privilege
under this Agreement will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further
exercise or the exercise of any right, power right, power or privilege as provided in this Agreement.

$20₂$ Time

Time is of the essence in respect of this Agreement.

Recording 21

Either party may electronically record all telephonic conversations between the Partles and may use, retain or destroy such recordings without notice to the other Party.

22 Definitions

In this Agreement:

Act of Insolvency means in relation to either Party:

its making a general assignment for the benefit of, or entering into a
reorganisation, arrangement, or composition with creditors; or $(a)$
its admitting in writing that it is unable to pay its debts as they become $(b)$
exerver
Its seeking, consenting to or acquiescing in the appointment of any
trustee, administrator, receiver or liquidator or analogous officer of $\overline{c}$ it or any material part of its property; or
It or any material part of its property; or
the presentation or filing of a petition in respect of it (other than by
the other Party to this Agreement in respect of any obligation under
this Agreement) in any court or befo $(d)$
the appointment of a receiver, administrator, liquidator or trustee or $(\rho)$ analogous officer of such Party over all or any material part of such
Party's property; or
the convening of any meeting of its creditors for the purpose of $(f)$ considering a compromise or arrangement within the Corporations Act (or any analogous proceeding).

In this definition:

"liquidator" is deemed to include a "provisional liquidator"; $(q)$
"receiver" is deemed to include a "receiver and manager"; $(h)$
"administrator" is deemed to include an "official manager"; $\omega$
"arrangement" is deemed to include a "scheme of arrangement"; and $\ddot{\theta}$ "creditors" is deemed to include "any class of creditors". $(k)$
Alternative Collateral means Collateral of a Value equal to the Collateral delivered pursuant to clause 5 and provided by way of substitution for
Collateral originally delivered or previously substituted in accordance with the provisions of clause 5.5.
ASX means Australian Stock Exchange Limited.

ASX Traded Shares means any shares or other securities issued by any corporation or any units in any unit trust which are granted official quotation or
admitted to trading status by ASX.

Australian Taxpayer means any person other than:

a Party who is not a resident of Australia for the purposes of the Tax Act $(a)$ (whether that Party is acting as a trustee, nominee or agent or in some other capacity) at the time a Distribution is paid; or
a Party who is acting in the capacity of trustee, nominee or agent for a $(b)$ person who is not a resident of Australia for the purposes of the Tax Act at the time a Distribution is paid.

Bid Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available bid price of them on the most appropriate market in a standard size.

Bid Value, subject to clause 7.7 means:

in relation to Foujvalent Collateral at a narticular time. $(2)$ in relation to Collateral described in paragraph (b) of its definition, $($ il the Value of them
in relation to all other types of Collateral, the amount which would
be received on a sale of such Collateral at the Bid Price of them at (ii) such time less all costs, fees and expenses that would be incurred in connection with selling or otherwise realising such Equivalent Collateral, calculated on the assumption that the aggregate of behind is the least that could reasonably be expected to be paid in
order to carry out such sale or realisation and adding to that the about to dary interest, dividends, distributions or other amounts
paid to the Lender and in respect of which equivalent amounts
have not been paid to the Borrower in accordance with clause 5.7 new not been peut to find the bottom in the contact of the period of the contact of such time in respect of such Equivalent Collateral or the original Collateral held gross of all and any tax deducted or paid in respect of them; and
in relation to Equivalent Securities at a particular time, the amount which
would be received on a sale of such Equivalent Securities at the Bid Price $(b)$ when at such time less all costs, fees and expenses that would be
incurred in connection with that, calculated on the assumption that the
aggregate of them is the least that could reasonably be expected to be paid in order to carry out the transaction.

Borrower, in relation to a particular loan of Securities, means the Party who receives a loan of Securities under the terms of this Agreement.

Borrowing Request means a request made orally or in writing, in a form approved by the Lender, by the Borrower to the Lender pursuant to clause 1.1
specifying, as necessary:

$(a)$ the description, title and amount of the Securities required by the Borrower:
the description (if other than Australian currency) and amount of any $(b)$ Collateral to be provided;
the proposed Settlement Date; $\overline{c}$
$(d)$ the duration of such loan (if other than indefinite);
the mode and place of delivery, which will, if relevant, include the bank, $(e)$ agent, clearing or settlement system and account to which delivery of the Securities and any Collateral is to be made;
the Margin in respect of the transaction (if different from that provided
in clause 22); and $(f)$

$\langle$ Q) the Fee.

Business Day means a day on which banks and securities markets are open
for business generally in Melbourne and Sydney and, in relation to the delivery
or redelivery of any of the following in relation to any loan, in the Fouivalent Collateral are to be delivered.

Cash Collateral means Collateral that takes the form of a payment of currency.
Client means the person identified as such in the Application Form.

Client means the person identified as such in the Application Form

accompanying or referring to this document or terms.

If there are more than one, Client means each of them separately and
every two or more of them jointly. Client's successors and permitted assignees are included.

Close of Business means:

or assumes investigation of Securities or redelivery of Equivalent
In relation to any borrowing of Securities or redelivery of Equivalent
Securities under this agreement, the final time on a Business Day at
which settlemen $(a)$
in relation to the provision of Collateral or return of Equivalent Collateral $(h)$ are to the making of any other payment under this agreement, the time at
which trading banks close for general banking business in the place in
which payment is to be made or Collateral or Equivalent Collateral is to be delivered or redelivered.

CMT Account means a cash management trust account or any other bank
deposit or similar cash management facility approved by Opes Prime.

Collateral means:

$(a)$ Cash:
ASX Traded Shares: and $(h)$
such other securities or financial instruments or deposits of currency as $(C)$ such others securities from time to time, or any combination of
agreed between the Parties from time to time, or any combination of
them which are delivered by the Borrower to the Lender in accordance
with this Agreement a

Collateral Provider means the Party that provided or procured the delivery of
Collateral to the other Party under this Agreement.

Collateral Taker means the Party to whom or for whose benefit Collateral was delivered under this Agreement.

Confirmation means the Borrowing Request, as it may be amended pursuant to clause 1.2, or other confirming evidence exchanged between the Partles
confirming the terms of a Transaction.

Costs means costs, expenses, charges, disbursements, loss of tax rebate
and other expenditures accrued or incurred, whether or not they have vet heen naid.

Defaulting Party has the meaning given in clause 11.

Distribution has the meaning given to that term in section 995-1(1) of the 1997 Tax Act

Distribution Statement means a statement given in accordance with section 202-80 (as it may be finally amended under section 202-85) of the 1997 Tax Act.

Equivalent Collateral or Collateral equivalent to, in relation to any Equivalent Collateral or Collateral equivalent to, in relation to any
Collateral provided under this Agreement, means securities, cash or other
property, as the case may be, of an identical type, nominal value, description will have the following meaning:

in the case of conversion, subdivision or consolidation the securities
into which the relevant Collateral has been converted, subdivided or consolidated and, if appropriate, notice has been given in accordance
with clause 3.2(b);
in the case of redemption, a sum of money equivalent to the proceeds $(b)$ of the redemption:
in the case of a takeover, a sum of money or securities, being the
consideration or alternative consideration of which the Borrower has $(C)$ given notice to the Lender in accordance with clause 3.2(b);
in the case of a call on partly paid securities, the paid-up securities if the
Borrower has paid to the Lender an amount of money equal to the sum $(d)$ due in respect of the call:
in the case of a capitalisation issue, the relevant Collateral together with
the securities allotted by way of a bonus on them; $(e)$
in the case of a rights issue, the relevant Collateral together with the securities allotted on them, if the Borrower has given notice to the Lender in accordance with clause 3.2(b), and has paid to the Lender all $(f)$ and any sums due in respect of them;
and any sum such a respect of the relevant
if a payment or delivery of income is made in respect of the relevant
Collateral in the form of securities or a certificate which may at a future
date be exchanged for securities $(q)$ with securities or a certificate equivalent to those allotted; and
$(h)$ in the case of any event similar to any of the foregoing, the relevant Collateral together with or replaced by a sum of money or securities
equivalent to that received in respect of such Collateral resulting from such event.

Equivalent Securities means securities of an identical type, nominal value,
description and amount to particular Securities borrowed and such term will include the certificate and other documents of or evidencing title and transfer
in respect of the foregoing (if appropriate). If and to the extent that such Securities are partly paid or have been converted, subdivided, consolidated,
redeemed, made the subject of a takeover, capitalisation issue, rights issue or
event similar to any of the foregoing, the expression will have t meaning

in the case of conversion, subdivision or consolidation the securities
into which the borrowed Securities have been converted, subdivided or $(a)$ consolidated and, if appropriate, notice has been given in accordance with clause 3.2(b)
in the case of redemption, a sum of money equivalent to the proceeds
of the redemption; (b)
in the case of a takeover, a sum of money or securities, being the $(C)$ consideration or alternative consideration of which the Lender has
given notice to the Borrower in accordance with clause 3.2(b);
in the case of a call on partly paid securities, the paid-up securities if the $(d)$ Lender has paid to the Borrower an amount of money equal to the sum
due in respect of the call;
in the case of a capitalisation issue, the borrowed Securities together $(e)$ with the securities allotted by way of a bonus on them;
in the case of a rights issue, the borrowed Securities together with
the securities allotted on them, if the Lender has given notice to the
Borrower in accordance with clause 3.2(b), and has paid to the Borrower
all and an $(f)$
all all all ally suits use in respect on units,
if a payment or delivery of Income is made in respect of the borrowed
Securities in the form of securities or a certificate which may at a future
date be exchanged for securi $(q)$ securities or a certificate equivalent to those allotted; and
in the case of any event similar to any of the foregoing, the borrowed $(h)$ Securities together with or replaced by a sum of money or securities
equivalent to that received in respect of such borrowed Securities
resulting from such event.

For the purposes of this definition, securities are equivalent to other securities If they are of an identical type, nominal value, description and amount and such
term will include the certificate and other documents of or evidencing title and transfer in respect of the foregoing (as appropriate).

Event of Default has the meaning given in clause 11.

Fee, in respect of a Transaction, means the fee payable by one Party to the
other in respect of that Transaction under clause 4 including Interest on Cash Collateral

Financial Services Licensee means the holder of a securities dealers licence or an Australian financial services licence under the Corporations Act.

Financial Supply has the meaning given to that term by the GST Law. Franked Distribution has the meaning given to that term in section 995-1(1) of the 1997 Tax Act.

Franking Credit has the meaning given to that term in section 995-1(1) of the 1997 Tax Act.

GST means the goods and services tax as imposed by the GST Law together
with any related interest, penalties, fines or other charges.

GST Amount means in relation to a Taxable Supply the amount of GST for
which the supplier is liable in respect of the Taxable Supply.

GST Group has the meaning given to this term by the GST Law.

GST Law has the meaning given to that term in A New Tax System (Goods and Services Tax Act 1999) for, if that Act does not exist for any reason, means any
Act imposing or relating to the imposition or administration of a goods and services tax in Australia) and any regulation made under that Act

Imputation Benefits has the meaning given to that term in section 204-30(6) (other than paragraph (d) of it) of the 1997 Tax Act.

Imputation System has the meaning given to that term in section 995-1(1) of the 1997 Tax Act

Income means any dividends, interest or other distributions of any kind
whatever with respect to any Securities or Collateral.

Income Determination Period, in relation to a particular loan of Securities, means

In relation to the Securities, the period commencing when the Securities
cease to be registered in the name of the Lender (or the relevant
transferor) upon or before delivery of those Securities under dause 2
and ending wh $(a)$
spin the collateral (other than Cash Collateral), the period com-
in relation to Collateral (other than Cash Collateral), the period com-
mencing when the Collateral ceases to be registered in the name of
the Borrower (or $(h)$

Income Payment Date, in relation to any Securities or Collateral, means
the date on which income is paid in respect of such Securities or Collateral,
or, in the case of registered Securities or Collateral, the date by refe payment of Income.

Input Tax Credit has the meaning given to that term by the GST Law Interest means an amount of interest that is accrued but not yet paid in respect of a Transaction.

Invoice has the meaning given to that term by the GST Law.

Lender, in relation to a particular loan of Securities, means the Party who
provides a loan of Securities under the terms of this Agreement.

Margin means the following percentages, unless otherwise agreed between the Parties:

$(a)$ in the case of Collateral for a loan to the Client: 20%; or
in the case of Collateral for a loan from the Client: 50%. If the Value of
the borrowed Securities includes any margin over the mid market price $(b)$ of the borrowed Securities, this will be taken into account in determining the Margin applicable.

Nominee means an agent or a nominee appointed by either Party to accept delivery of, hold or deliver Securities, Equivalent Securities, Collateral and/o
Equivalent Collateral on its behalf whose appointment has been notified to the other Party.

Non-Defaulting Party has the meaning given in clause 11.

Offer Price, in relation to Equivalent Securities or Equivalent Collateral, means the best available offer price of them on the most appropriate market in a standard size.

Offer Value, subject to clause 7.7, means:

in relation to Collateral equivalent to Collateral type (b) the Value of them, $(a)$ and
$(b)$ in relation to Equivalent Securities or Collateral equivalent to all other types of Collateral the amount it would cost to buy such Equivalent
Securities or Equivalent Collateral at the Offer Price of them at such time bus all costs, fees and expenses that would be incurred in connection
with that calculated on the assumption that the aggregate of them is the
least that could reasonably be expected to be paid in order to carry out the transaction.

Pald in relation to a Distribution, includes credited, distributed or issued and like terms are to be construed accordingly

Parties means Opes Prime and the Client and any successor or permitted
assignee of either of them and Party will be construed accordingly.

Performance Date has the meaning given in clause 7.

Posted Collateral has the meaning given in clause 5.2(a)(i).

Postal content and in relation to the valuation of Securities, Equivalent
Securities, Collateral other than Cash Collateral, the market value of them as
derived from the prices or rates bid by a market maker or reputable d Business on the previous Business Day.

Related Entity means a company or firm in Opes Prime's group of companies and firms

Relevant Payment Date has the meaning given in clause 3.2(a).

Relevant Value has the meaning given in clause 7.

Representative Member has the meaning given to that term by the GST Law. Required Collateral Value has the meaning given in clause 5.3

Securities means "eligible securities" within the meaning of section 26BC(1) of the 1936 Tax Act, which the Borrower is entitled to borrow from the Lender and which may be or are the subject of a loan pursuant to this
Agreement and that term includes the certificates or other documents of title (if any) in respect of the foregoing.

Settlement Date means the date upon which Securities are or are to be transferred to the Borrower in accordance with this Agreement.

Standard Settlement Time, in relation a Security, means the period of
time within which transactions in such Securities are customarily required to be settled.

Stock Exchange means the stock exchange operated by ASX.

Tax Act includes the Income Tax Assessment Act 1936 (Commonwealth of Australia) (1936 Tax Act), the Income Tax Assessment Act 1997 (1997 Tax Act) and Schedule 1 to the Taxation Administration Act 1953 and regulations made under those Acts as amended from time to time.

Taxable Supply has the meaning given to that term by the GST Law Tax invoice has the meaning given to that term by the GST Law

Taxes means taxes, levies, imposts, duties and other charges imposed by a
governmental authority (for example, stamp duties, financial institutions duties and debits tax) other than Income tax and capital gains tax.

Total Outstanding means at any time, in respect of a particular Transaction,
the balance owing on the Transaction Account for that Transaction or facility that time, plus all accrued interest charges, default interest charges, costs,
Taxes and other amounts which the Client must pay under this Agreement
in connection with that Transaction but which have not been debited to t Transaction Account at that time; and all money which the Client will or may owes Opes Prime in the future under this Agreement in connection with that Transaction.

Transaction means any loan of Securities or any other dealing or contract made under this Agreement.

Transaction Account for a Transaction means the account that Opes Prime
establishes in the Client's name recording all Transactions in relation to that
Transaction.

Transfer means

in relation to Cash, payment or delivery by wire transfer into one or more $(a)$ hank accounts:
in relation to certificated securities that cannot, or which the Parties have $(b)$ agreed will not, be paid or delivered by book-entry, payment or delivery
in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank,
transfer tax stamps and any other documents necessary to constitute a valid and legally effective transfer to the recipient;
Valid and legally errective transfer to the recipient;
the paid on delivered by book-entry, initiating the Transfer by the giving of
the paid or delivered by book-entry, initiating the Transfer by the giving of
transmissio $(r)$ legally effective transfer of the relevant interest to the recipient.

Transfer of Distribution Statement, in relation to Distributions, means a
properly completed document which is acceptable for the purposes of the Imputation System.

Transferring Party means the Party making or effecting a Transfer to the other Party

Value at any particular time means as the Parties may from time to time agree
and, failing that, in relation to Securities and Equivalent Securities, the current Reference Price and in respect of Collateral or Equivalent Collateral:

in respect of Collateral type (a), the amount in, or converted into, $(a)$ Australian dollars:
in respect of Collateral type (b), the Reference Price. $(h)$

Coverning Law and Jurisdiction 23

(Governing Law) $23.1$

This Agreement is governed by, and will be construed in accordance with, the laws in force in Victoria, Australia.

23.2 (Consent to Jurisdiction)
Each Party irrevocably and unconditionally submits to the non-exclusive

jurisdiction of the courts of Victoria in respect of any dispute in connection with this Agreement.

24 Interpretation

24.1 (Definitions)

The terms defined in clause 22 apply for the purposes of this Agreement. 24.2 (Inconsistency)
if there is any inconsistency between the provisions of any Confirmation and
this Agreement, such Confirmation will prevail for the purpose of the relevant Transaction.
24.3 (Single Agreement)
single Agreement
and all confirmations form a single agreement between the Parties (collectively
and all Confirmations form a single agreement between the Parties (collectively
referred to as this Agreement), and the Parti any transactions.
24.4 (Interpretation)
In this Agreement, unless the context otherwise requires:
$(a)$ The singular includes the plural and vice versa
A person includes a corporation. $(b)$
A corporation includes any body corporate and any statutory authority. $(n)$
A reference to a statute, ordinance, code or other law includes $(d)$ requisitions or other instruments under it or them and consolidations,
amendments, re-enactments or replacements of any of them.
A document includes any variation or replacement of it. $(e)$
Law means common law, principles of equity, and laws made by $(f)$ can measure and laws made by parliament include regulations and
other instruments under them and consolidations, amendments,
re-enactments or replacements of any of them).
Any thing (including the collateral) includes the whole and each part of it. $\langle q \rangle$ If an expression is defined, another part of speech or grammatical form $(h)$ of that expression has a corresponding meaning
(i) A date or time is a reference to that date or time in Melbourne.
Expressions not otherwise defined in this Agreement which are
defined in the Corporations Act have the meaning given to them $($ j $)$ in the Corporations Act from time to time.
24.5 (Headings)
All headings appear for convenience only and must not affect the interpretation of this Agreement.

(Other Agreements)

COMER Agreements

If at any time there is in existence any other agreement between the Parties

the terms of which make provision for the lending of Securities (as defined

in this Agreement) as well as other securities, such agreement.

(Nominees) 24.7

If payment is to be made to a Party's nominee or Securities, Equivalent is permitted, Collateral or Equivalent Securities are to be transferred or otherwise
dealt with in accordance with the directions of a Party (whether by the other Party or by a third party), it will be deemed, for the purp to have been paid or made or transferred to the first mentioned Party. (Currency) 24.8

The currency applicable to this Agreement is Australian Dollars.

(Acceptance) 24.9

This Agreement is made on the day of acceptance by Opes Prime, as
shown by the date entered for this purpose on the Client's application form for this facility.

Correct Form of Registrable Title

Applications must be in the name(s) of a natural person, company or other legal entity acceptable to Opes. At least one full given name and the surname is required for each natural person. A non-registrable name may be included by way of account designation if completed exactly as described below.

Individuals	Guidelines for Completion	CORRECT	X INCORRECT	Account Designation Guidelines for Completion	CORRECT
Individual/Joint Applicants	Use given names not initials	David Adam Jones	X D.A. Jones	Use given names not initials	$\checkmark$ <david \infty
Trust (formal)	Use trustee(s) personal name(s)	Jane Lisa Doe		X Jane Doe Family Trust Do NOT use the word 'trust', use the name but omit the word 'trust'	Jane Lisa Doe Family a/c>
Deceased estate	Use executor(s) personal name(s), do not use the name of the deceased	Samuel Jon Jones	$X$ Estate of the Late David Jones	Use name of the deceased	√
Partnership	Use partner's personal name, do not use the name of the partnership	✔ David Adam Jones & Samuel Jon Jones	X David Jones & Son	Use Partnership name	$\sqrt{\sqrt{ }}$ <david \approx
Superannuation fund	Use the name of the individual trustee(s), do not use the name of the fund	David Adam Jones	X David Jones Superannuation Fund	Use fund name, do not use the word 'trust'	√
Trust (Informal) (e.g. for minors)	Use trustee's personal name	David Ryan Jones	X Mr David Jones as Trustee for Billy Jones	e.g. use minor's name	$\sqrt{\text{dBaby Jones 2}}$
Clubs, Unincorporated Bodies/Businesses	Use office bearer(s) or nominee(s) name	Jane Lisa Doe	X Mrs Jane Lisa Doe as President	Use office bearer(s) or nomineets) name & position	√

	Companies	Guidelines for Completion	CORRECT	X INCORRECT	Account Designation Culdelines for Completion	CORRECT
	Company	Use company title. do not use abbreviations	✔ David Jones Pty Ltd	X David Jones P/L X David Jones Co	Use company title	$\checkmark$ <david \circ
	Trust (formal)	Use name of trustee (i.e. company name), I Jane Doe Pty Ltd do not use the name of the trust		X Jane Doe Family Trust	Do not use the word 'trust', use the name but omit the word 'trust'	√
ő.	Partnership	Use name of partner (i.e. company name), $\sqrt{}$ David Jones Pty Ltd $\sqrt{}$ David Jones & Son do not use the name of the trust			Use partnership name	$\checkmark$ <david &="" \infty
	Superannuation fund	Use name of trustee (i.e. company name), do not use the name of the fund	David Jones Pty Ltd	X David Jones Superannuation fund	use fund name, do not use the word 'trust'	√
	Trust (Informal) (e.g. for minors)	Use name of trustee (i.e. company name)	David Jones Pty Ltd	X David Jones Pty Ltd as e.g. use minor's name Trustee for Billy Jones		$\sqrt{\text{dBaby Jones}}$ a/c

Please include a copy of your Drivers Licence or Passport. For corporate applicants this applies for all Directors. It is not compulsory to supply a TFN or ABN, but failure to do so may mean we have to withhold payments from you and remit them to the Australian Taxation Office.

AI assistant

IMAGE RESOURCES NL — Director's Dealing 2008

65117_rns_2008-04-16_8775a9d3-40fb-4890-944d-18e67b48af1e.pdf

IMAGE RESOURCES NL

FAX COVER SHEET

IMAGE RESOURCES NL

RE: DIRECTOR'S MARGIN LOAN

Facility Terms

Terms of the Deed of Guarantee and Indemnity Agreement

Background

Agreement:

Securities Lending and Borrowing Agreement

Loans of Securities 1

$1.1$ (Borrowing Request)

$1.2$

Delivery of Securities

$2.1$ (Delivery)

(Time for Delivery) $2.2$

Title, Distributions and Voting

(Passing of Title) 3.1

(Distributions) $3.2$ $(a)$

(Corporate Actions) $(b)$

$(c)$ (Tax Act Requirements)

$3.3$ (Voting)

(Transfer) 3.4

4 Fees

4.1 (Fees) In respect of each loan of Securities:

Collateral 5

(Clobal Margining) 52

(Required Collateral Value) $5.3$

(Return of Collateral/Equivalent Collateral on Redelivery of 5.6 Equivalent Securities)

second to construct an conspirance of the Collateral Constrained in the Collateral (other than Cash Collateral) is delivered in respect of which any frequence may become payable and an Income Payment Date in respect of tha

5.10

$5.11$

5.12 (Suspended Securities) This clause 5.12 applies if:

Redelivery of Equivalent Securities 6

(Right of Borrower to terminate loan early) 65

Set-off $\overline{\phantom{a}}$

(Relevant Value) $7.5$

77 (Securities)

(Event of Default) 7.8

(Walver of right to regulre simultaneous delivery) 7.9

8 Obligations

(Stamp duty etc.) 8.1

(Borrower to give Transfer of Distribution Statement to Lender forFranked Distributions) 8.2

("Notifiable consideration" for the purposes of s 26BC(3)(d) of the 1936 Tax Act)

(Non-Australian GST) 85

(Grossing up) 8.6

(Client Settlement) $8.7$

8,8 (Client Declarations) The Client declares that

8.9 (Client Obligations)

8.10 (Further assurances)

(Payments generally) 8.11

8.12 (Calculations)

8.13 (Valuation)

8.17 (CMT)

8.19 (Confidentiality)

Lender's Warranties

Borrower's Warranties $101$

Events of Default 11

Overdue Payments $12$

13 Termination of course of dealings by notice

No reliance on tax or accounting representations 14 by other Party

Severance 15

16 Specific Performance

Notices 17

17.1 (Effectiveness)

17.2 (Change of Address)

$17.3$

18 Assignment

19 Non-Waiver

$202$ Time

Recording 21

22 Definitions

In this definition:

$\langle$ Q) the Fee.

Non-Defaulting Party has the meaning given in clause 11.

Transfer means

Coverning Law and Jurisdiction 23

(Governing Law) $23.1$

IMAGE RESOURCES NL Director's Dealing 2008

(Borrower to give Transfer of Distribution Statement to Lender for
Franked Distributions) 8.2

Borrower's Warranties $10¹$

$20₂$ Time

23.2 (Consent to Jurisdiction)
Each Party irrevocably and unconditionally submits to the non-exclusive