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Exhibit 4.39
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Deed
Poll Guarantee and Indemnity |
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relating to the |
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A$2,000,000,000
Medium Term Note Programme
of Countrywide Home Loans, Inc. |
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Countrywide Credit Industries, Inc. as Guarantor |
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Mallesons Stephen Jaques
Solicitors
Rialto
525 Collins Street
Melbourne Vic 3000
Telephone (61 3) 9643 4000
Fax (61 3) 9643 5999
DX 101 Melbourne
Ref: BSR:DCO
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| Contents |
Deed
Poll Guarantee and Indemnity |
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1 |
Interpretation |
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1 |
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2 |
Deed poll |
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2 |
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3 |
Guarantee |
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2 |
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4 |
Undertaking to comply |
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3 |
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5 |
Indemnity |
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3 |
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6 |
Interest on overdue amounts |
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3 |
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7 |
Waiver of rights |
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3 |
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8 |
Continuing security |
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4 |
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9 |
Guarantee not affected |
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4 |
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10 |
Suspension of Guarantor's rights |
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4 |
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11 |
Reinstatement of guarantee |
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4 |
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12 |
Costs |
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5 |
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13 |
Notices |
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5 |
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14 |
Deposit and production of deed |
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6 |
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15 |
Payments |
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6 |
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16 |
Governing law |
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6 |
Deed Poll Guarantee and Indemnity
| Date: |
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11 October 2001 |
Parties: |
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COUNTRYWIDE CREDIT INDUSTRIES, INC.
("Guarantor") |
In favour of: |
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Each person who is from time to time a Noteholder (as defined
below). |
Recitals: |
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A. |
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Under the
Dealer Agreement (as defined below), Countrywide Home Loans Inc
(" Issuer ") has
established a programme for the issue of Notes from time to time
(" Programme "). |
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B. |
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The Guarantor has authorised the giving of this guarantee and
indemnity in favour of Noteholders from time to time under the
Programme. |
1 |
Interpretation |
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1.1 |
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Capitalised terms which have a defined meaning in the Note Deed
Poll have the same meaning when used in this deed. |
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1.2 |
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The following words have these meanings in this deed unless the
contrary intention appears: |
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Bills has the same
meaning as "bill of exchange" in the Bills
of Exchange Act 1909 of
Australia. |
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Note Deed Poll means
the note deed poll executed by the Issuer in relation to the
Programme on or about the date of this deed. |
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Overdue Rate means: |
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(a) |
where an overdue rate is specified in the Pricing Supplement for a
Note, that rate; or |
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(b) |
in any other case: |
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(i) |
the rate, expressed as a yield per cent per annum (rounded upwards
if necessary to two decimal places) calculated by the Programme
Manager as the average of the buying rates on the BBSW reference
rate page of the Reuters monitor system (or any page which replaces
that page) by about 10.30 am (Sydney time) on the first day of that
period, for Bills having a tenor of equal or as near as possible to
the period for which the interest is payable eliminating from the
calculation the highest rate so published if one such rate is
higher than all the other such rates, and the lowest rate so
published if one such rate is lower than all the other such rates;
or |
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(ii) |
if less than three such rates are so published at that time on such
a day the buying rate available to the Programme Manager at about
11.00 am (Sydney time) on that day, as conclusively determined in
good faith by the Programme Manager, for bank accepted Bills having
a tenor equal to, or as near as possible to, the period for which
interest is payable. |
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1.3 |
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In this deed unless the contrary intention appears: |
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(a) |
a reference to this deed or another instrument includes any
variation or replacement of any of them; |
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(b) |
the singular includes the plural and vice versa; and |
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(c) |
a reference to any thing (including, without limitation, any
amount) is a reference to the whole or any part of it and a
reference to a group of persons is a reference to all of them
collectively, to any two or more of them collectively and to each
of them individually. |
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1.4 |
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Headings are inserted for convenience and do not affect the
interpretation of this deed. |
2 |
Deed poll |
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2.1 |
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This deed
is executed as a deed poll. Accordingly, each Noteholder has the
benefit of, and is entitled to enforce, this deed even though it is
not a party to, or is not in existence at the time of execution and
delivery of, this deed. |
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2.2 |
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Each Noteholder may enforce its rights under this deed
independently from each other Noteholder. |
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2.3 |
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Each Noteholder and any person claiming through or under a
Noteholder is bound by this deed. The Notes will be issued on the
basis that each Noteholder is taken to have notice of, and be bound
by, all the provisions of this deed and the Terms and
Conditions. |
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2.4 |
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The Guarantor is not entitled to assign or transfer all or any of
its rights, benefits and obligations under this deed. Each
Noteholder is entitled to assign all or any of its rights and
benefits under this deed. |
3 |
Guarantee |
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3.1 |
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The
Guarantor irrevocably and unconditionally guarantees to the
Noteholders the due and punctual payment of the principal of and
interest due on the Notes and of all other amounts payable by the
Issuer on the Notes. |
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3.2 |
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If the Issuer fails for any reason to punctually pay any such
principal, interest or other amount payable by the Issuer on the
Notes, the Guarantor agrees to cause each such payment to be made
as if the Guarantor instead of the Issuer were expressed to be the
primary obligor of the relevant Note, and not merely as surety (but
without affecting the Issuer's obligations) to the intent that
Noteholders receive the same amounts in respect of principal,
interest or such other amount as would have been receivable had the
payments been made by the Issuer. |
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3.3 |
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The obligations of the Guarantor under this deed constitute direct,
unconditional, unsubordinated and unsecured obligations of the
Guarantor and rank pari passu and (except for liabilities
manditorily preferred by law) equally with all other unsecured and
unsubordinated obligations of the Guarantor, from time to time
outstanding. |
4 |
Undertaking to comply |
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The
Guarantor undertakes to comply with its obligations under the Terms
and Conditions. |
5 |
Indemnity |
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If any
payment received by any Noteholder in relation to the Notes
(whether on the subsequent bankruptcy, insolvency or corporate
reorganisation of the Issuer or, without limitation, on any other
event) is avoided or set aside for any reason, such payment does
not discharge or diminish the liability of the Guarantor and this
guarantee continues to apply as if such payment had at all times
remained owing by the Issuer and the Guarantor indemnif |
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