Exhibit 1.1

EXECUTION VERSION

 

PERPETUAL TRUSTEE COMPANY LIMITED

SMART ABS SERIES 2015-3US TRUST

US$126,000,000 Class A-1 Asset Backed Fixed Rate Notes;

US$0 Class A-2a Asset Backed Fixed Rate Notes;

US$124,000,000 Class A-2b Asset Backed Floating Rate Notes;

US$95,000,000 Class A-3a Asset Backed Fixed Rate Notes; and

US$25,000,000 Class A-3b Asset Backed Floating Rate Notes.

US$ UNDERWRITING AGREEMENT

October 22, 2015

Citigroup Global Markets Inc., as Underwriter and as Representative of the Several Underwriters listed in Schedule I

Ladies and Gentlemen:

Perpetual Trustee Company Limited (ABN 42 000 001 007), a company incorporated in Australia (the “Issuer Trustee”), in its capacity as trustee of the SMART ABS Series 2015-3US Trust (as defined below) proposes to sell to Citigroup Global Markets Inc. (“Citigroup”) as Representative (in such capacity, the “Representative”) for J.P. Morgan Securities LLC (“J.P. Morgan”), Macquarie Capital (USA) Inc. (“Macquarie Capital”) and ANZ Securities, Inc. (“ANZ Securities”, and together with Citigroup, J.P. Morgan, and Macquarie Capital, the “Underwriters” and each such entity an “Underwriter”), US$126,000,000 aggregate principal amount of Class A-1 Asset Backed Fixed Rate Notes (the “Class A-1 Notes”); US$0 aggregate principal amount of Class A-2a Asset Backed Fixed Rate Notes (the “Class A-2a Notes”); US$124,000,000 aggregate principal amount of Class A-2b Asset Backed Floating Rate Notes (the “Class A-2b Notes”); US$95,000,000 aggregate principal amount of Class A-3a Asset Backed Fixed Rate Notes (the “Class A-3a Notes”); and US$25,000,000 aggregate principal amount of Class A-3b Asset Backed Floating Rate Notes (the “Class A-3b Notes”, and together with the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes and the Class A-3a Notes, the “US$ Notes”), to be issued by the Issuer Trustee as trustee of the SMART ABS Series 2015-3US Trust (the “Trust”). The Issuer Trustee will also at the same time issue its A$181,000,000 Class A-4 Asset Backed Floating Rate Notes; A$15,971,000 Class B Asset Backed Floating Rate Notes; and A$87,842,000 Seller Asset Backed Floating Rate Notes (collectively, the “Other Notes” and together with the US$ Notes, the “Notes”). Each Note will be secured by the assets of the Trust held by the Issuer Trustee in accordance with the Master Security Trust Deed, dated February 27, 2007 (as amended, supplemented or otherwise modified from time to time, the “Master Security Trust Deed”), among the Issuer Trustee, Macquarie Securities Management Pty

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Limited (the “Manager”) (ABN 26 003 435 443) and P.T. Limited (ABN 61 004 454 666) (the “Security Trustee”) and the General Security Deed, dated October 14, 2015 (as the same may be amended, supplemented or otherwise modified from time to time, the “General Security Deed”), among the Issuer Trustee, the Manager, the Security Trustee and The Bank of New York Mellon, as trustee for the persons that are registered holders of the US$ Notes from time to time (the “US$ Note Trustee”). The assets of the Trust means all assets held by the Issuer Trustee from time to time as trustee of the Trust including, among other things, a pool of hire purchase receivables, lease contract receivables, loan contract receivables, and related rights under bills of sale and chattel mortgages relating to vehicles (the “SMART Receivables”). The Trust will be created pursuant to the Master Trust Deed, dated March 11, 2002 (as the same may be amended, supplemented or otherwise modified from time to time, the “Master Trust Deed”), between the Manager and the Issuer Trustee (as successor to Permanent Custodians Limited) and the Trust Creation Deed, dated October 8, 2015 (as the same may be amended, supplemented or otherwise modified from time to time, the “Trust Creation Deed”), executed by the Issuer Trustee. The US$ Notes will be issued pursuant to the US$ Note Trust Deed, to be dated on or about October 15, 2015 (as the same may be amended, supplemented or otherwise modified from time to time, the “US$ Note Trust Deed”), among the Issuer Trustee, Macquarie Leasing Pty Limited (ABN 38 002 674 982) (“MLPL”), the Manager and the US$ Note Trustee and the Series Supplement, dated October 15, 2015 (as the same may be amended, supplemented or otherwise modified from time to time, the “Series Supplement”), among the Manager, the Issuer Trustee, MLPL and Macquarie Bank Limited (ABN 46 008 583 542) (“Macquarie Bank”). The Manager and MLPL are each a “Macquarie Party” and collectively are referred to herein as the “Macquarie Parties”.

MLPL has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (having the registration number 333-181822), including a form of prospectus, as amended by pre-effective amendment no. 1 relating to the US$ Notes. The registration statement as amended has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this US$ Underwriting Agreement (the “Agreement”), the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430B under the Act, is referred to in this Agreement (as defined below) as the “Registration Statement.” MLPL proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a supplement (such supplement, together with any amendment thereof or supplement thereto, is hereinafter referred to as the “Prospectus Supplement”) to the prospectus included in the Registration Statement (such prospectus, together with any amendment thereof or supplement thereto, in the form it appears in the Registration Statement or in the form most recently revised and filed with the Commission pursuant to Rule 424(b) is hereinafter referred to as the “Base Prospectus”) relating to the US$ Notes and the method of distribution thereof. The Base Prospectus as supplemented by the Prospectus Supplement is hereinafter referred to as the “Prospectus.”

At or prior to the time when sales (including any Contracts of Sale (as defined below)) of the US$ Notes were first made to investors by the Underwriters, which shall be deemed to be 2:00

 

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pm New York time on October 22, 2015, (the “Time of Sale”), MLPL had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated October 14, 2015, and the base prospectus dated October 14, 2015 (together, the “Preliminary Prospectus”) and (ii) each Free Writing Prospectus (as hereinafter defined) used at or prior to the time of sale. “Free Writing Prospectus” means any “free writing prospectus”, as defined in Rule 405 under the Act relating to the US$ Notes that (i) is required to be filed with the Commission by MLPL, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) is exempt from filing pursuant to Rule 433(d)(5) (i) because it contains a description of the Notes or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in MLPL’s records pursuant to Rule 433(g). For the avoidance of doubt, each of the Ratings Free Writing Prospectus and the Pricing Free Writing Prospectus shall constitute a Free Writing Prospectus. “Ratings Free Writing Prospectus” means the free writing prospectus dated October 14, 2015. “Pricing Free Writing Prospectus” means the free writing prospectus dated October 22, 2015. The parties hereto acknowledge that no Free Writing Prospectus has been filed with the Commission other than the Ratings Free Writing Prospectus and the Pricing Free Writing Prospectus.

If the Manager, MLPL or an Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) (including without limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Act and all Commission guidance relating to such rule (the “Contract of Sale”)) made or prepared by MLPL or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either MLPL or such Underwriter may prepare corrective information, with notice to the other parties; provided that any corrective information prepared by such Underwriter must be approved in writing by MLPL and the Representative, which approval, in each case, shall not be unreasonably withheld or delayed. Such Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such person with the following:

(i)         adequate disclosure of the contractual arrangement;

(ii)        adequate disclosure of the person’s rights under the existing Contract of Sale at the time termination is sought;

(iii)       adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original Contract of Sale; and

(iv)       a meaningful ability to elect to terminate or not terminate the prior Contract of Sale and to elect to enter into or not enter into a new Contract of Sale.

 

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Any costs or losses incurred in connection with any such termination or reformation shall be paid by MLPL.

Notwithstanding anything to the contrary herein, in the event the Manager or MLPL becomes aware that, as of the Time of Sale, any Preliminary Prospectus contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein (when read in conjunction with all Time of Sale Information) in light of the circumstances under which they were made, not misleading (a “Defective Prospectus”), the Manager or MLPL, as the case may be, shall promptly notify the Underwriters of such untrue statement or omission no later than one Business Day after discovery and MLPL shall, if requested by the Underwriters, prepare and deliver to the Underwriters an amended Preliminary Prospectus approved by the Underwriters that corrects material misstatements or omissions in a prior preliminary prospectus (a “Corrected Prospectus”).

When used in this Agreement, “Transaction Documents” shall mean the Master Trust Deed, the Deed of Assumption (as defined in the Series Supplement), the Master Security Trust Deed, the Master Sale and Servicing Deed (as defined in the Series Supplement), the US$ Note Trust Deed, the Series Supplement, the General Security Deed, the Agency Agreement (as defined in the Series Supplement), the Trust Creation Deed, the Currency Swap Agreement (as defined in the Series Supplement), each Currency Swap (as defined in the Series Supplement), the Fixed Rate Swap Agreement (as defined in the Series Supplement), the US$ Note Conditions (as defined in the Series Supplement), each Transfer Proposal and Letter of Offer (as defined in the Master Sale and Servicing Deed) and each Note. To the extent not defined herein, capitalized terms used herein have the meanings assigned to such terms in the Prospectus (as defined herein).

In this Agreement unless otherwise stated, a reference to the Issuer Trustee is a reference to the Issuer Trustee in its capacity as trustee of the Trust only, and in no other capacity. Any reference to the assets, business, property or undertaking of the Issuer Trustee, unless otherwise stated, is a reference to the Issuer Trustee in that capacity only.

Each of the Macquarie Parties, the Issuer Trustee and the Underwriters agrees as follows:

 

1.	Purchase and Sale.

 

(a)

The Issuer Trustee, at the direction of the Manager, agrees to sell the US$ Notes to the several Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Issuer Trustee the respective principal amount of the US$ Notes set forth opposite such Underwriter’s name in Schedule I hereto at a price set forth below (expressed as a percentage of the initial principal amount of the respective class of US$ Notes):

 

US$ Notes		Price
Class A-1 Notes		100%

 

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Class A-2a Notes		N/A
Class A-2b Notes		100%
Class A-3a Notes		99.99283%
Class A-3b Notes		100%

 

The selling concessions that the Underwriters may allow to certain dealers, and the discounts that such dealers may reallow to certain other dealers, each expressed as a percentage of the initial principal amount of the respective class of US$ Notes, shall be as set forth in Schedule VIII.

 

(b)

In connection with such purchase, MLPL will pay in immediately available funds on the Closing Date to each Underwriter a commission and discount equal to the respective principal amount of the US$ Notes set forth opposite such Underwriter’s name in Schedule I hereto at a rate set forth below (expressed as a percentage of the initial principal amount of the respective class of US$ Notes), which underwriting commission and discount shall be paid to the Representative on behalf of each of the Underwriters in an aggregate amount equal to US$925,000:

 

US$ Notes		Underwriting Commissions and Discounts
Class A-1 Notes		0.100%
Class A-2a Notes		N/A
Class A-2b Notes		0.295%
Class A-3a Notes		0.361%
Class A-3b Notes		0.361%

 

2.

Offering.

The Manager, MLPL and the Issuer Trustee understand that the Underwriters intend to make a public offering in the United States (and to make non-public offerings in other jurisdictions) of their respective portions of the Class A Notes, upon the terms specified in the Prospectus and in this Agreement, as soon after the parties hereto have executed and delivered this Agreement as in the judgment of the Representative is advisable. If the Prospectus specifies an initial public offering price or a method by which the price at which such US$ Notes are to be sold is determined, then after the US$ Notes are released for sale to the public, the Underwriters may vary from time to time the public offering price, selling concessions and reallowances to dealers that are members of the Financial Industry Regulatory Authority, Inc. and other terms of sale hereunder and under such selling arrangements.

 

3.	Delivery and Payment.

Subject to Section 7, payment for the US$ Notes shall be made no later than 12:00 noon, New York City time on October 29, 2015, by wire transfer in immediately available funds to the

 

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account specified by the Issuer Trustee to the Representative, or at such other time on the same or such other date, not later than the fifth Business Day thereafter, as the Representative and the Manager may agree upon in writing. The time and date of such payment are referred to herein as the “Closing Date.” As used herein, the term “Business Day” means any day other than a Saturday, Sunday or a day on which banks are permitted or required to be closed in New York City, Sydney, Melbourne or London.

Payment for the US$ Notes shall be made against delivery to the US$ Note Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC, for the respective accounts of the several Underwriters of one or more fully registered, global book-entry notes in the form requested by the Underwriters in accordance with the terms of the US$ Note Trust Deed (the “Book-Entry Notes”) representing each of (i) US$126,000,000 in aggregate Invested Amount of the Class A-1 Notes, (ii) US$0 in aggregate Invested Amount of the Class A-2a Notes, (iii) US$124,000,000 in aggregate Invested Amount of the Class A-2b Notes, (iv) US$95,000,000 in aggregate Invested Amount of the Class A-3a Notes and (v) US$25,000,000 in aggregate Invested Amount of the Class A-3b Notes, with any transfer taxes payable in connection with the transfer to the Underwriters of the US$ Notes duly paid by the Manager. The Book-Entry Notes will be made available for inspection by the Underwriters at the office of Skadden, Arps, Slate, Meagher & Flom LLP, at Four Times Square, New York, New York 10036 not later than 1:00 p.m., New York City time, on the Business Day prior to the Closing Date. Interests in any Book-Entry Notes will initially be held only in book entry form through DTC.

 

4.	Representations, Warranties and Covenants by Underwriters.

 

(a)

No offering document or other form of disclosure in relation to the US$ Notes has been lodged with, or registered by, the Australian Securities and Investments Commission or the Australian Securities Exchange or any other exchange or authority. Accordingly, each of the Underwriters, severally and not jointly, represents and agrees as to itself alone that it has not offered and will not offer, for issue of the US$ Notes, and has not invited and will not invite applications for the issue of the US$ Notes or offer the US$ Notes for sale or invite offers to purchase the US$ Notes to a person, unless (i) the minimum amount payable to the relevant Underwriter by each person for the US$ Notes (after disregarding any amount paid or payable or lent by the Underwriter or any associate (as determined under sections 10 to 17 of the Corporations Act 2001 (Cth))) of the Underwriter, on acceptance of that offer by that person is at least A$500,000 (calculated in accordance with both section 708(9) of the Corporations Act 2001 (Cth) and regulation 7.1.18 of the Australian Corporations Regulations) (or its equivalent in another currency), or (ii) the offer, invitation or sale does not require disclosure to investors under Part 6D.2 of the Corporations Act 2001 (Cth), complies with the Corporations Act 2001 (Cth) and is not made to a person who is a “retail client” within the meaning of section 761G of the Corporations Act 2001 (Cth).

 

(b)

Each Underwriter agrees, severally and not jointly, that it will not sell US$ Notes it acquires under this Agreement to any person, or invite or induce offers from any person, for US$ Notes if the employees or other personnel of the Underwriter

 

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involved with making the offer or effecting the sale, knew, or had reasonable grounds to suspect (interpreted so as to have the same meaning as in sections 128F(3) and 128F(5) of the Income Tax Assessment Act 1936 (the “Tax Act”) and any ruling or determination issued by the Commissioner of Taxation in respect thereof), that such US$ Notes would be acquired directly or indirectly by any person specified in Schedule II or Schedule III or any person specified in writing to the Underwriter by the Issuer Trustee or Macquarie Bank or a Macquarie Party as being an associate (as defined in section 128F(9) of the Tax Act and as further described in section 128F(5) of the Tax Act) of the Issuer Trustee or Macquarie Bank or a Macquarie Party prior to the date falling 30 days after the date of this Agreement (unless in the case of a person so specified in writing, an offer, invitation or sale has been made to that person prior to that person being so specified).

 

(c)

Each Underwriter agrees, severally and not jointly, with the Issuer Trustee that, within 30 days of the date of this Agreement, it will offer all of the US$ Notes acquired by it pursuant to this Agreement for sale, or invite or induce offers to buy the US$ Notes by making bona fide offers of those US$ Notes to at least 10 persons each of which is carrying on a business of providing finance, or investing or dealing in securities, in the course of operating in the financial market and none of whom are known, or suspected (interpreted so as to have the same meaning as in sections 128F(3) and 128F(5) of the Tax Act and any ruling or determination issued by the Commissioner of Taxation in respect thereof) by the employees or other personnel of the Underwriter involved with making the offer or effecting the sale, to be an associate (as defined in section 128F(9) of the Tax Act) of any of the other offerees.

 

(d)

Each Underwriter agrees that it will: (i) provide written advice to the Issuer Trustee and the Macquarie Parties within 40 days of the issue of US$ Notes specifying that it has complied with Section 4(c) if requested by the Issuer Trustee or Macquarie Party; and (ii) cooperate with reasonable requests from the Issuer Trustee or Manager for information for the purposes of assisting to demonstrate that the public offer test under section 128F of the Tax Act has been satisfied in respect of the US$ Notes; provided that no Underwriter shall be obliged to disclose the identity of the purchaser of any Note or any information the disclosure of which such identity might/would be capable of being ascertained or any information the disclosure of which would be contrary to or prohibited by any relevant law, regulation or directive or information which has been provided to the Underwriter on a confidential basis or is otherwise confidential to the purchaser of any Note or potential purchaser of any Note.

 

(e)

Each Underwriter severally, and not jointly, agrees that the distribution of the Time of Sale Information and the offering and sale of the US$ Notes in certain foreign jurisdictions may be restricted by law. The US$ Notes may not be offered or sold, directly or indirectly, and neither the Time of Sale Information nor any form of application, advertisement or other offering material may be issued, distributed or published in any country or jurisdiction, unless permitted under, and

 

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in accordance with, all applicable laws and regulations. Each Underwriter agrees severally, and not jointly, to comply with all applicable securities laws and regulations in each jurisdiction in which it purchases, offers, sells or delivers US$ Notes or possesses or distributes the Time of Sale Information or any other offering material.

 

(f)

Each Underwriter severally, and not jointly, agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the US$ Notes except for any such arrangements with the other Underwriters or affiliates of the other Underwriters or with the prior written consent of the Manager and MLPL, and in all cases, provided that such Underwriter complies with the terms and conditions of this Agreement.

 

(g)

Each Underwriter severally, and not jointly, acknowledges and agrees (i) that it did not enter into any Contract of Sale for any US$ Notes prior to the Time of Sale and (ii) that it shall convey the Time of Sale Information and any amendments or supplements thereto prepared by MLPL and provided to the Underwriters prior to the Time of Sale to each person who purchases a US$ Note (or an interest therein) from such Underwriter prior to the Time of Sale.

 

(h)

Each Underwriter severally, and not jointly, acknowledges and agrees that it shall convey the Prospectus and any amendments or supplements thereto prepared by MLPL relating to such US$ Notes to each person who purchases a US$ Note (or an interest therein) from such Underwriter at or prior to delivery of the written confirmation of the sale of such US$ Notes to such person.

 

(i)

Each Underwriter severally, and not jointly, represents and warrants to MLPL, the Manager and the other Underwriters, and acknowledges and agrees that (i) on and prior to the date of this Agreement it has not delivered any written Rating Agency Information to any nationally recognized statistical rating organization (each, an “NRSRO”), other than the Rating Agency Information set forth in Schedule VII; (ii) as of the date of this Agreement, and until the Closing Date (and, only with respect to information set forth in clause (b) of the definition of Rating Agency Information below, after the Closing Date), it has not delivered and will not deliver any written Rating Agency Information to any NRSRO other than with the written consent of a Macquarie Party; and (iii) it has not communicated and will not communicate any Rating Agency Information orally to any NRSRO except in circumstances where an authorized representative of any Macquarie Party participated in such oral communications; provided, however, that if an Underwriter receives an oral communication from any NRSRO, such Underwriter is authorized to inform such NRSRO that it will respond to the oral communication with a designated representative from MLPL or will refer such NRSRO to MLPL who will respond to the oral communication. For the purposes of this Agreement, “Rating Agency Information” means any information provided to any NRSRO for the purpose of (a) determining the initial credit rating for the US$ Notes, including information about the characteristics of the SMART Receivables, the legal structure of the US$ Notes and the transactions

 

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contemplated by this Agreement and the Transaction Documents, or (b) undertaking credit rating surveillance on the US$ Notes and the transactions contemplated by this Agreement and the Transaction Documents, including information about the characteristics and performance of the SMART Receivables, the US$ Notes and the transactions contemplated by this Agreement and the Transaction Documents (as contemplated by paragraph (a)(3)(iii)(c) of Rule 17g-5). Notwithstanding any other provision of this Agreement, in no event shall the aggregate liability of any Underwriter arising out of any breach or breaches by such Underwriter of its representation and warranty or covenants set forth in this clause (i) exceed the aggregate amount of total discounts, commissions and fees received by such Underwriter pursuant to this Agreement.

 

(j)

Each Underwriter severally, and not jointly, acknowledges and agrees that, except as otherwise provided herein, no written information relating to the US$ Notes or the offering thereof has been delivered by it to potential investors in connection with the offering of the US$ Notes prior to the date hereof other than the Time of Sale Information (and any amendments and supplements thereto prepared by the Macquarie Parties), the Prospectus (and any amendments or supplements thereto prepared by the Macquarie Parties) or the Other Materials or such other materials agreed to in writing by the Macquarie Parties.

 

(k)

Each Underwriter severally, and not jointly, represents and warrants that it has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) or obtained any “third-party due diligence report” (as defined in Rule 15Ga-2(d) under the Exchange Act) with respect to the transaction contemplated by this Agreement.

 

5.	Representations and Warranties of the Macquarie Parties and the Issuer Trustee.

 

I.	The Issuer Trustee represents and warrants to each Underwriter and the Macquarie Parties as of the date of this Agreement, as of the Time of Sale (as defined above) and as of the Closing Date, and agrees with each Underwriter and the Macquarie Parties, that:

 

(a)

since the respective dates as of which information is provided in any of the Time of Sale Information, the Other Materials (as defined below) and the Prospectus (as defined below), there has been no material adverse change or any development involving a likely material adverse change in or affecting the business, management, results of operations, or condition (financial or otherwise) of the Issuer Trustee except as disclosed in the Time of Sale Information and the Prospectus, which is material in the context of the Issuer Trustee performing its obligations and duties under the US$ Notes and each Transaction Document to which it is or is to be a party;

 

(b)

it has been duly incorporated and is validly existing as a corporation under the Corporations Act 2001 (Cth), with the power and authority (corporate and other) to conduct its business as described in the Time of Sale Information and the Prospectus and to issue the US$ Notes and to act as required by this Agreement

 

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and each Transaction Document to which it is or is to be a party and, by law, to comply with the requirements of any legislation and subordinate legislation applicable to it and no other thing is required to be done by the Issuer Trustee (including without limitation the making of any filing or registration) in order to issue the US$ Notes or to execute and act as required by this Agreement and each Transaction Document to which it is or is to be a party;

 

(c)

it has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it conducts any business so as to require such qualification, other than where the failure to be so qualified and in good standing would not have a material adverse effect on the transactions contemplated herein or in the Transaction Documents;

 

(d)

this Agreement has been duly authorized and executed by the Issuer Trustee;

 

(e)

the US$ Notes have been duly authorized, and, when issued, delivered and paid for pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute legal, valid, binding and enforceable obligations of the Issuer Trustee, entitled to the benefits provided by the US$ Note Trust Deed, the Series Supplement, the Master Trust Deed, the Master Security Trust Deed and the other Transaction Documents, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws or general principles affecting the enforcement of creditors rights generally and to general equitable principles. The execution, delivery and performance by the Issuer Trustee of each of the Transaction Documents to which it either is, or is to be, a party and this Agreement has been duly authorized by the Issuer Trustee, and, when executed and delivered by it and, each of the other parties thereto, each of the Transaction Documents and this Agreement will constitute a legal, valid and binding obligation of the Issuer Trustee, enforceable against it in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws or general principles affecting the enforcement of creditors rights generally and to general equitable principles;

 

(f)

it is not, nor with the giving of notice or lapse of time or both will be, in violation of or in default under, (i) its constitution or (ii) any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound, except in the case of (ii), for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein or in the Transaction Documents; the issue and sale of the US$ Notes and the performance by it of all of the provisions of its obligations under the US$ Notes, the Transaction Documents and this Agreement and the consummation of the transactions herein and therein contemplated will not (I) conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or

 

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instrument to which it is a party or by which it is bound or to which any of its property or assets of the Trust is subject; (II) result in any violation of the provisions of (x) its constitution or (y) any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it, or any of its properties; or (III) other than the Prior Interest (as defined in the Master Security Trust Deed), result in the creation or imposition of any lien or encumbrance upon any of its property pursuant to the terms of any indenture, mortgage, contract or other instrument other than pursuant to the Transaction Documents which, in the case of clauses (I), (II)(y) and (III) above could reasonably be expected to have a material adverse effect on the transactions contemplated herein or in the Transaction Documents; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required by the Issuer Trustee for the issue and sale of the US$ Notes or the consummation by the Issuer Trustee of the transactions contemplated by this Agreement or the Transaction Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as may be required under state securities or “blue sky” laws in connection with the purchase and resale of the US$ Notes by the Underwriters;

 

(g)

other than as set forth in or contemplated by the Time of Sale Information and the Prospectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to its knowledge, threatened against or affecting the Issuer Trustee or the Trust or to which it is or may be a party or to which it or any property of the Trust is or may be the subject, (i) asserting the invalidity of this Agreement or of any of the Transaction Documents to which the Issuer Trustee is a party, (ii) seeking to prevent the issuance of the US$ Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents by the Issuer Trustee, (iii) that may adversely affect the United States federal or Australian federal or state income, excise, franchise or similar tax attributes of the US$ Notes, (iv) that could materially and adversely affect the Issuer Trustee’s performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Transaction Documents against the Issuer Trustee or (v) which could reasonably be expected to individually or in the aggregate have a material adverse effect on the interests of the holders of any of the US$ Notes;

 

(h)

the representations and warranties of the Issuer Trustee in respect of the Trust contained in the Transaction Documents are true and correct in all material respects as of the time as of which they were given therein;

 

(i)

to the Issuer Trustee’s knowledge, no event has occurred which would entitle the Manager to direct the Issuer Trustee to retire as trustee of the Trust under any Transaction Document;

 

(j)

it has not taken any corporate action and (to the best of its knowledge and belief having made reasonable inquiry and investigation) no other steps have been taken and subsist or legal proceedings been started and subsist or threatened against it

 

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for its winding-up, dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its assets;

 

(k)

other than with respect to an Australian resident noteholder or a non-resident holding the US$ Notes at or through a permanent establishment in Australia who does not provide the Issuer Trustee with a tax file number or an Australian Business Number (where applicable) or proof of an appropriate exemption to quote such numbers, subject only to compliance with Section 128F of the Tax Act in relation to payments under the US$ Notes, no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature will be imposed or made for or on account of any income, registration, transfer or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the Commonwealth of Australia, in connection with the authorization, execution or delivery of any of the Transaction Documents to which it is or is to be a party or with the authorization, execution, issue, sale or delivery of the US$ Notes or the performance by the Issuer Trustee of any of its obligations under the Transaction Documents to which it is or is to be a party or the US$ Notes, other than any stamp duty payable with respect to the execution of the Transaction Documents;

 

(l)

the US$ Notes and the obligations of the Issuer Trustee under the US$ Note Trust Deed and the Series Supplement will be secured (pursuant to the Master Security Trust Deed and the General Security Deed) by a first ranking security interest over the assets of the Trust subject only to the Prior Interest (as defined in the Master Security Trust Deed), the General Security Deed being duly registered and any stamp duty payable thereon being duly paid;

 

(m)

no event has occurred or circumstances arisen which, had the US$ Notes already been issued, would (whether or not with the giving of notice or direction and/or the passage of time and/or the fulfillment of any other requirement) oblige it to retire as Issuer Trustee or constitute grounds for its removal as Issuer Trustee under any Transaction Document or to the best of its knowledge constitute an Event of Default (as defined in the Master Security Trust Deed as modified by the General Security Deed);

 

(n)

it enters into this Agreement in its capacity as trustee of the Trust, the Trust is in existence and validly constituted and it has been validly appointed trustee, of and is the sole trustee of, the Trust; and

 

(o)

other than the US$ Notes there are no securities of the Issuer Trustee secured by any assets of the Trust registered under the Securities Exchange Act (the “Exchange Act”), or listed on a national securities exchange or quoted in a U.S. automated inter-dealer quotation system.

 

II.	Each of MLPL and the Manager (provided that the representations and warranties set forth in Section 5(II)(a), 5(II)(l), and 5(II)(x) through (dd) are made by MLPL only)

 

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represents and warrants (in respect of itself only) to each Underwriter and the Issuer Trustee, that as of the date of this Agreement, as of the Time of Sale and as of the Closing Date:

 

(a)

the Registration Statement has been filed with the Commission and has become effective and is still effective as of the date hereof. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement.

 

(b)

(A) as of the applicable effective date as to each part of the Registration Statement pursuant to Rule 430B(f)(2), and any amendment thereto under the Act, the Registration Statement complied, and on the date of this Agreement the Registration Statement will comply, in all material respects with the requirements of the Act and the rules and regulations of the Commission promulgated under the Act (the “Rules and Regulations”) and at such times did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) on the date of this Agreement, at the time of the filing of the Prospectus pursuant to Rule 424(b) and at the Closing Date, the Prospectus will comply in all material respects with the requirements of the Act and the Rules and Regulations and does not include, or will not include, any untrue statement of a material fact, nor does the Prospectus omit to state, nor will it omit to state, any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation and warranty shall not apply to any statements in or omissions from the Registration Statement or Prospectus, as applicable, based upon the Excluded Information;

 

(c)

the Time of Sale Information, as of its date and at the Time of Sale, (i) did, and on the Closing Date will, comply in all material respects with the requirements of the Act and the Rules and Regulations and (ii) did not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation and warranty shall not apply to any statements in or omissions from the Time of Sale Information based upon the Excluded Information.

 

(d)

no stop order suspending the effectiveness of the Registration Statement has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Manager or MLPL, threatened by the Commission; and no order preventing or suspending the use of any preliminary prospectus has been issued by the Commission;

 

(e)

since the respective dates as of which information is given in the Time of Sale Information, the Other Materials and the Prospectus, there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, management, financial position,

 

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stockholders’ equity or results of operations, taken as a whole, of any of the Macquarie Parties, otherwise than as set forth or contemplated in the Time of Sale Information, which is material in the context of it performing its obligations and duties under each Transaction Document to which it is or is to be a party;

 

(f)

it is a corporation duly incorporated and validly existing under the Corporations Act 2001 (Cth), it has the power and authority (corporate and other) to own its properties and conduct its business as described in the Time of Sale Information and the Prospectus and to enter into and perform its obligations under this Agreement and the Transaction Documents to which it is a party and to carry out the transactions contemplated by such Transaction Documents; it has been duly qualified or licensed for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification or licensing, other than where the failure to be so qualified or licensed or in good standing would not have a material adverse effect on the transactions contemplated herein or in the Transaction Documents;

 

(g)

this Agreement has been duly authorized, executed and delivered by it;

 

(h)

each of the Transaction Documents to which it is or is to be a party has been duly authorized by it, and, when executed and delivered by it and each of the other parties thereto, each of the Transaction Documents to which it is or is to be a party will constitute a legal, valid and binding obligation of the Manager, enforceable against the Manager in accordance with its terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws or general principles affecting the enforcement of creditors rights generally and to general equitable principles; and the Time of Sale Information and the Prospectus are fair summaries in all material respects of the US$ Notes and the Transaction Documents except to the extent the Transaction Documents relate solely to the Other Notes.

 

(i)

it is not, nor with the giving of notice or lapse of time or both would it be, in violation of or in default under, any Transaction Document to which it is or is to be a party, its constitution or any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound, except for violations and defaults which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein or in the Transaction Documents, the Underwriters, the Issuer Trustee, the issue and sale of the US$ Notes hereunder or the performance by it of all of the provisions of its obligations under the Transaction Documents and this Agreement and the consummation of the transactions herein and those contemplated in the Transaction Documents will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound

 

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or to which any of its property or assets are subject, nor will any such action result in any violation of the provisions of its constitution or any applicable law or statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it, or any of its properties except for such conflict, breach, default or violation which individually and in the aggregate would not have a material adverse effect on the transactions contemplated herein or in the Transaction Documents; and no consent, approval, authorization, order, license, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the US$ Notes hereunder or the consummation of the transactions contemplated by this Agreement or the Transaction Documents, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained under the Act, the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder (the latter, including such applicable rules and regulations, the “Trust Indenture Act”) and as may be required under state securities or “blue sky” laws of the United States in connection with the purchase and resale of the US$ Notes by the Underwriters;

 

(j)

other than as set forth or contemplated in the Time of Sale Information and the Prospectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to the best of its knowledge, threatened against or affecting it or its properties or to which it is or may be a party or to which it or any of its property is or may be the subject, (i) asserting the invalidity of this Agreement or of any of the Transaction Documents to which it is or is to be a party, (ii) seeking to prevent the issuance of the US$ Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Transaction Documents to which it is or is to be a party, (iii) that may adversely affect the United States federal or Australian income, excise, franchise or similar tax attributes of the US$ Notes, (iv) that could materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Transaction Documents or (v) which could individually or in the aggregate reasonably be expected to have a material adverse effect on the interests of the holders of the US$ Notes or the marketability of the US$ Notes, and there are no contracts or other documents that are required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not described as required or are not filed as required;

 

(k)

the representations and warranties made by it in the Transaction Documents are true and correct in all material respects as of the time as of which they were given therein (provided that no representation and warranty is given in this subsection (k) with respect to the matters covered by subsection (l) below);

 

(l)

the representations and warranties given by MLPL to the Warehouse Trusts (as defined in the Prospectus) with respect to the SMART Receivables as of the cut-off date relating to each transfer of those SMART Receivables from MLPL to the

 

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relevant Warehouse Trust were true and correct in all material respects when made;

 

(m)

it owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Australian and United States federal, state, local and other governmental authorities (including United States regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to perform its obligations under this Agreement and the Transaction Documents, and it has not received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization; and it is in compliance with all laws and regulations necessary for the performance of its obligations under this Agreement and the Transaction Documents;

 

(n)

to the best of its knowledge, no event has occurred which would entitle the Manager to direct the Issuer Trustee to retire as trustee of the Trust under any Transaction Document;

 

(o)

it has not taken any corporate action nor (to the best of its knowledge and belief) have any other steps been taken and subsist or legal proceedings been started and subsist or threatened against it for its winding-up, dissolution or reorganization or for the appointment of a receiver, receiver and manager, administrator, provisional liquidator or similar officer of it or of any or all of its assets;

 

(p)

other than with respect to an Australian resident noteholder or a non-resident holding the US$ Notes at or through a permanent establishment in Australia who does not provide the Issuer Trustee with a tax file number or an Australian Business Number (where applicable) or proof of an appropriate exemption to quote such numbers, subject only to compliance with Section 128F of the Tax Act in relation to payments under the US$ Notes, no withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature is imposed or made for or on account of any income, registration, transfer or turnover taxes, customs or other duties or taxes of any kind, levied, collected, withheld or assessed by or within, the Commonwealth of Australia or any sub-division of or authority therein or thereof having power to tax in such jurisdiction, in connection with the authorization, execution or delivery of the Transaction Documents to which it is to be a party or with the authorization, execution, issue, sale or delivery of the US$ Notes and the performance of its obligations under the Transaction Documents to which it is, or is to be, a party and the US$ Notes except for any of the Transaction Documents on which stamp duty is payable;

 

(q)

to the best of its knowledge, no event has occurred or circumstances arisen which, had the US$ Notes already been issued, would (whether or not with the giving of notice and/or the passage of time and/or the fulfillment of any other requirement) constitute an Event of Default (as defined in the Master Security Trust Deed as modified by the General Security Deed);

 

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(r)

it has not entered and will not enter into any contractual arrangement with respect to the distribution of the US$ Notes except for this Agreement;

 

(s)

the Trust (a) is, and solely after giving effect to the offering and sale of the US$ Notes and the application of the proceeds thereof in accordance with the Transaction will be, excluded from being an “investment company” as such term is defined in the Investment Company Act of 1940 as amended (the “Investment Company Act”) by Section 3(c)(5)(A) or Section 3(c)(6) thereunder or (b) is not, and solely after giving effect to the offering and sale of the US$ Notes and the application of the proceeds thereof in accordance with the Transaction Documents will not be, an “investment company” as such term is defined in Section 3(a)(1) of the Investment Company Act; the Trust is not a “covered fund” as defined in the final regulations issued December 10, 2013 implementing the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act);

 

(t)

there have been no amendments to the Transaction Documents or to the Master Trust Deed in so far as the same relates to the Trust which have not been disclosed in writing to the Underwriters;

 

(u)

under the laws of the State of New South Wales the claims of the Underwriters against it under this Agreement will rank at least pari passu with the claims of all other unsecured and unsubordinated creditors except claims mandatorily preferred by law;

 

(v)

in any proceedings taken in the Commonwealth of Australia or in the state of New York in relation to the Transaction Documents or this Agreement, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process;

 

(w)

no forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the Time of Sale Information or the Other Materials has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith and, on and as of the date of the Prospectus and the Closing Date, no forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in the Prospectus will have been made or reaffirmed without a reasonable basis or will have been disclosed other than in good faith;

 

(x)

MLPL has provided a written representation (the “17g-5 Representation”) to each NRSRO hired by the Macquarie Parties to rate the Notes (the “Rating Agencies”), which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act;

 

(y)

it has complied with the 17g-5 Representation (other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or the rating of the Notes); provided, that no representation is made with respect to any

 

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breach of the 17g-5 Representation arising from a breach by any Underwriter of its obligations under Section 4(h). Each of the Macquarie Parties, severally and not jointly, will be fully responsible and liable to the Underwriters for full compliance with the 17g-5 Representation, including for posting on the applicable internet web site all Rating Agency Information communicated by Macquarie Bank Limited, or in the case of the Manager any subsidiary of Macquarie Bank Limited; provided, that the Macquarie Parties will not be responsible or liable for any breach of the 17g-5 Representation arising from a breach by any Underwriter of its obligations under Section 4(h). Each of the Macquarie Parties has authorized Macquarie Group Limited’s Group Treasury division to have communications on behalf of it with NRSROs relating to Rating Agency Information. No other affiliate of the Macquarie Parties has authority to act on behalf of the Macquarie Parties with respect to the matters relating to the 17g-5 Representation. The Macquarie Parties have not provided Rating Agency Information to any affiliate other than Macquarie Bank Limited;

 

(z)

it has complied with Rule 193 under the Act in connection with the offering of the Notes;

 

(aa)

the documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Act and the Exchange Act, and the rules and regulations of the Commission thereunder, provided that MLPL makes no representation or warranty regarding any documents incorporated by reference in the Registration Statement or the Prospectus under the section “The Currency Swaps and the Fixed Rate Swap – The Currency Swaps – The Currency Swap Provider”. When the Note Trust Deed is executed by all the parties thereto, it will conform in all material respects with the requirements of the Trust Indenture Act, and at all times thereafter will be duly qualified under the Trust Indenture Act;

 

(bb)

MLPL has satisfied all of its obligations under the Exchange Act and is eligible for use of Form S-3 under the Act;

 

(cc)

as of the Time of Sale, MLPL was not, and as of the Closing Date is not, an “ineligible issuer”, as defined in Rule 405 under the Act;

 

(dd)

MLPL has filed or will file the Preliminary Prospectus, each Free Writing Prospectus and any “issuer information” as defined under Rule 433(h) under the Act included in any Free Writing Prospectus permitted by this Agreement that is required to have been filed under the Act and the Rules and Regulations and it has done or will do so within the applicable periods of time required under the Act and the Rules and Regulations.

 

(ee)

No written information relating to the US$ Notes or the offering thereof has been delivered by it to potential investors in connection with the offering of the US$ Notes prior to the date hereof other than the Time of Sale Information (and any

 

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amendments and supplements thereto prepared by the Macquarie Parties), the Prospectus (and any amendments or supplements thereto prepared by the Macquarie Parties) and the Other Materials and such other materials agreed to in writing by the Underwriters.

 

(ff)

Neither MLPL nor the Manager has engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) or obtained any “third-party due diligence report” (as defined in Rule 15Ga-2(d) under the Exchange Act) relating to the US$ Notes other than an independent public accounting firm acceptable to the Representative (the “Accounting Firm”), and the only report generated as a result of such engagement is the report of the Accounting Firm, dated October 14, 2015 (the “Accounting Firm’s Report”), a copy of which has been made available to the Underwriters prior to the furnishing of such report on EDGAR. The Accounting Firm’s Report is, as among the parties to this Agreement, deemed to have been obtained by MLPL pursuant to Rule 15Ga-2 and Rule 17g-10 of the Exchange Act. MLPL has complied with Rule 15Ga-2 under the Exchange Act with respect to any reports generated as a result of any engagement on behalf of MLPL or the Manager pursuant to Rules 15Ga-2 and 17g-10 under the Exchange Act, other than any breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 4(k) of this Agreement.

 

6.	Covenants and Agreements by the Manager, MLPL and the Issuer Trustee.

 

I.	Each of MLPL and the Manager covenants and agrees with each of the several Underwriters as follows:

 

(a)

If filing of any Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any portion thereof is required under the Act (including, without limitation, Rule 424(b) or Rule 433 of the Commission), to file such Free Writing Prospectus, Preliminary Prospectus or Prospectus, properly completed, and any supplement thereto, pursuant to the Act (including, without limitation, Rule 424(b) or Rule 433, as applicable), within the prescribed time period and to furnish copies of any Free Writing Prospectus, the Preliminary Prospectus and the Prospectus to the Underwriters, provided that the distribution of such copies shall be at the Underwriters’ expense, in New York City prior to 10:00 a.m., New York City time, on the Business Day next succeeding the date of this Agreement in such quantities as the Representative may reasonably request.

 

(b)

To deliver, at the expense of MLPL, to the Representative upon its request up to 5 signed copies of the Registration Statement and each post-effective amendment thereto, in each case including exhibits, and to each other Underwriter a conformed copy of the Registration Statement and each post-effective amendment thereto, in each case without exhibits and, during the period of 90 days following the first date of public offering of the US$ Notes, to each of the Underwriters, as many copies of the Prospectus (including all amendments and supplements

 

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thereto) as the Representative may reasonably request, provided that the distribution of such copies shall be at the Underwriter’s expense.

 

(c)

Subject to Section 4, each of the Manager and MLPL hereby (A) authorizes the Underwriters to distribute copies of the Prospectus and any amended Prospectus or supplement to the Prospectus in accordance with the provisions of Section 4 hereof, (B) acknowledges that copies of the Time of Sale Information have already been distributed by the Underwriters with the consent of the Manager and MLPL and (C) acknowledges that copies of the materials set forth in Schedule IV hereto (the “Other Materials”) have already been distributed by the Underwriters with the consent of the Manager and MLPL.

 

(d)

For the period of 90 days following the Time of Sale, before filing any amendment or supplement to the Registration Statement or the Base Prospectus and the Prospectus Supplement, to furnish to the Representative a copy of the proposed amendment or supplement for review and not to file any such proposed amendment or supplement to which the Representative reasonably objects.

 

(e)

If, at any time after the Closing Date and prior to the earlier of 90 days following the first resale of any US$ Notes by the Underwriters hereunder or the completion of the initial distribution of the US$ Notes by the Underwriters hereunder, either the Manager or MLPL becomes aware of the occurrence of any event as a result of which the Prospectus or Time of Sale Information as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with any applicable law, the Manager or MLPL, as the case may be, will promptly notify the Underwriters of such event and will promptly prepare, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. Neither the Underwriters’ consent to, nor the delivery to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

 

(f)

So long as the US$ Notes are outstanding or until such time as the Representative advises MLPL that the Underwriters have ceased to maintain a secondary market in the US$ Notes, whichever occurs first, MLPL agrees that it will furnish to the Underwriters, to the extent not otherwise available from any publicly available source, (i) copies of each certificate, the annual statements of compliance and the annual independent certified public accountant’s audit report on the financial statements furnished to the Issuer Trustee pursuant to the Transaction Documents by first class mail as soon as practicable after such statements and reports are furnished to the Issuer Trustee, (ii) copies of each amendment to any of the Transaction Documents applicable to the Trust, (iii) on each day preceding a Distribution Date (as defined in the Series Supplement) or as soon thereafter as practicable, notice by email or facsimile to the Underwriters of the Note Factor (as defined in the note conditions set out in Schedule 7 of the US$ Note Trust

 

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Deed, the “Note Conditions”), (iv) copies of all reports or other communications (financial or other) furnished to holders of the US$ Notes, and (v) from time to time such other information concerning the Trust, the Manager and/or MLPL as the Underwriters may reasonably request.

 

(g)

To the extent, if any, that the ratings provided with respect to the US$ Notes by the Rating Agencies are conditional upon the furnishing of documents or the taking of any other action by the Manager or MLPL, each of the Manager and MLPL shall use its reasonable efforts to furnish such documents and take any other such action.

 

(h)

Each of the Manager and MLPL will, upon reasonable request, assist the Underwriters to make arrangements with DTC, Euroclear and Clearstream, Luxembourg concerning the issue of the US$ Notes and related matters.

 

(i)

Each of MLPL and the Manager will not take, or cause to be taken, any action and will not knowingly permit any action to be taken which it knows or has reason to believe would result in the US$ Notes not being assigned the ratings referred to in Section 7(n) below.

 

(j)

The Manager will cause the security interest created by or contained in the Master Security Trust Deed and the General Security Deed to be perfected by registration on the PPS Register.

 

(k)

Each of MLPL and the Manager agrees that it will comply with all laws, regulations and orders of Governmental Agencies (as defined in the Master Trust Deed) binding on it where a breach may have a material adverse effect on the performance by it of its obligations under this Agreement.

 

(l)

Each of MLPL and the Manager agrees to notify the Issuer Trustee and the Underwriters immediately upon it becoming actually aware of any condition, event or act which with the giving of notice and/or the lapse of time and/or any determination or certification would constitute a material breach of any Transaction Document or this Agreement or an Event of Default (as defined in the Master Security Trust Deed as modified by the General Security Deed).

 

(m)

Each of MLPL and the Manager agrees to notify each Underwriter promptly of any act, condition, matter or thing of which it becomes aware prior to the Closing Date which would render its representations and warranties set forth in Section 5(II) untrue or inaccurate in any material respect if the same were made or repeated with reference to the facts and circumstances then existing.

 

(n)

Without the prior written consent of the Underwriters, none of the Macquarie Parties shall, and shall not direct the Issuer Trustee to, and each of the Macquarie Parties shall cause their affiliates not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued by Issuer Trust under the SMART Securitization Program or any

 

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asset-backed securities backed by hire purchase receivables, lease contract receivables, loan contract receivables, and related rights under bills of sale or chattel mortgages relating to vehicles originated by MLPL (other than the Notes or under any warehouse trust or facility), in the United States for a period of 60 days from the date of the Prospectus.

 

(o)

None of the Macquarie Parties shall, and each of the Macquarie Parties shall cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the US$ Notes.

 

(p)

Each of the Macquarie Parties shall do and perform all things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and each of the Macquarie Parties shall use its best efforts to satisfy all conditions precedent on its part to the delivery of the US$ Notes.

 

(q)

Each of the Macquarie Parties acknowledges that no written information relating to the US$ Notes or the offering thereof may be delivered to potential investors in connection with the offering of the US$ Notes other than the Time of Sale Information (and any amendments and supplements thereto prepared by the Macquarie Parties), the Prospectus (and any amendments or supplements thereto prepared by the Macquarie Parties) or the Other Materials or such other materials agreed to in writing by the Underwriters.

 

(r)

Each of the Macquarie Parties will comply with the 17g-5 Representation (other than any breach of the 17g-5 Representation that would not have a material adverse effect on the Notes or the rating of the Notes); provided, that no representation is made with respect to any breach arising from a breach by any Underwriter of its obligations under Section 4(h). Each of the Macquarie Parties, severally and not jointly, will be fully responsible and liable to the Underwriters for full compliance with the 17g-5 Representation, including for posting on the applicable internet web site all Rating Agency Information communicated by Macquarie Bank Limited; or, in the case of the Manager only, any subsidiary of Macquarie Bank Limited, provided that the Macquarie Parties will not be responsible or liable for any breach of the 17g-5 Representation arising from a breach by any Underwriter of its obligations under Section 4(h). Each Macquarie Party has authorized Macquarie Group Limited’s Group Treasury division to have communications on behalf of it with NRSROs relating to Rating Agency Information. No other affiliate of the Macquarie Parties has authority to act on behalf of the Macquarie Parties with respect to the matters relating to the 17g-5 Representation and the Macquarie Parties will not authorize any other affiliate to so act. The Macquarie Parties have not provided and will not provide Rating Agency Information to any affiliate other than Macquarie Bank Limited.

 

(s)

MLPL shall file with the Commission, within the applicable period of time required under the Act and the rules and regulations of the Commission thereunder, any Free Writing Prospectus delivered to investors in accordance with

 

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this Section, that MLPL is required to file under the Act and the rules and regulations of the commission thereunder.

 

II.	The Issuer Trustee covenants and agrees with each of the several Underwriters and each of the Macquarie Parties as follows:

 

(a)

to use the net proceeds received by the Issuer Trustee from the sale of the US$ Notes pursuant to this Agreement in the manner specified in the Prospectus under the caption “Use of Proceeds”;

 

(b)

to notify the Underwriters and the Macquarie Parties promptly after it becomes actually aware of any matter which would make any of its representations and warranties in this Agreement untrue if given at any time prior to payment being made to the Issuer Trustee on the Closing Date and take such steps as may be reasonably requested by the Representative to remedy the same;

 

(c)

to use all reasonable efforts to procure satisfaction on or before the Closing Date of the conditions referred to in Section 7 below and, in particular, the Issuer Trustee shall execute those of the Transaction Documents not executed on the date hereof on or before the Closing Date;

 

(d)

to perform all of its obligations under each of the Transaction Documents to which it is a party which are required to be performed prior to or simultaneously with the closing on the Closing Date;

 

(e)

not to take, or cause to be taken, any action or knowingly permit any action to be taken which it knows or has reason to believe would result in the US$ Notes not being assigned the ratings referred to in Section 7(n) below;

 

(f)

not, prior to or on the Closing Date, to amend the terms of any Transaction Document nor execute any of the Transaction Documents other than in the agreed form without the consent of the Underwriters;

 

(g)

subject to any applicable law, to give to the Underwriters any other information that the Underwriters reasonably request from time to time in respect of the Trust or the Transaction Documents and which the Underwriters have been unable to obtain from MLPL or the Manager;

 

(h)

to comply with all laws, regulations and orders of Governmental Agencies binding on it where a breach may have a material adverse effect on the performance by it of its obligations under this Agreement;

 

(i)

To the extent, if any, that the ratings provided with respect to the US$ Notes by any Rating Agency are conditional upon the furnishing of documents or the taking of any other action by the Issuer Trustee, the Issuer Trustee shall use its reasonable efforts to furnish such documents and take any other such action;

 

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(j)

The Issuer Trustee shall not, and shall cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the US$ Notes;

 

(k)

The Issuer Trustee shall do and perform all things required to be done and performed by it under this Agreement that are within its control prior to or after the Closing Date, and the Issuer Trustee shall use its reasonable efforts to satisfy all conditions precedent on its part to the delivery of the US$ Notes;

 

(l)

The Issuer Trustee acknowledges that no written information relating to the US$ Notes or the offering thereof may be delivered to potential investors in connection with the offering of the US$ Notes other than the Time of Sale Information (and any amendments and supplements thereto prepared by the Macquarie Parties), the Prospectus (and any amendments or supplements thereto prepared by the Macquarie Parties) or the Other Materials or such other materials agreed to in writing by the Underwriters; and

 

(m)

Without the prior written consent of the Underwriters, the Issuer Trustee shall not and the Issuer Trustee shall cause its affiliates not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities issued by Issuer Trust under the SMART Securitization Program or any asset-backed securities backed by hire purchase receivables, lease contract receivables, loan contract receivables, and related rights under bills of sale or chattel mortgages relating to vehicles originated by MLPL (other than the Notes or under any warehouse trust or facility), in the United States for a period of 60 days from the date of the Prospectus.

 

7.	Conditions to the Obligations of the Underwriters.

The several obligations of the Underwriters hereunder are subject to the performance by the Macquarie Parties and the Issuer Trustee of their obligations hereunder and to the following additional conditions:

 

(a)

the Registration Statement shall have become effective, or if a post-effective amendment is required to be filed under the Act, such post-effective amendment shall have become effective, not later than 5:00 p.m., New York City time, on the date hereof; and no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; the Prospectus shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(I)(a) hereof; and all requests for additional information by the Representative with respect thereto shall have been complied with to the satisfaction of the Representative;

 

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(b)

the representations and warranties of each of the Macquarie Parties and the Issuer Trustee contained herein are true and correct on and as of the Closing Date, the representations and warranties of the Macquarie Parties in the Transaction Documents are true and correct as of the dates as of which they are made therein and each Macquarie Party and the Issuer Trustee shall have complied with all material agreements and all material conditions on its part to be performed or satisfied hereunder and under the Transaction Documents at or prior to the Closing Date;

 

(c)

since the respective dates as of which information is provided in the Time of Sale Information, the Other Materials and the Prospectus, there shall not have been any material adverse change, or any development involving a likely material adverse change, in or affecting the business, management, financial position, stockholders’ equity or results of operations of any Macquarie Party or Macquarie Bank, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Information, the Other Materials and the Prospectus, the effect of which in the reasonable judgment of any of the Underwriters makes it impracticable or inadvisable to proceed with completion of the offering or the sale of and payment for the US$ Notes on the terms and in the manner contemplated in the Prospectus;

 

(d)

the Underwriters shall have received on and as of the Closing Date a certificate of an executive officer of each Macquarie Party, with specific knowledge about financial matters of such Macquarie Party substantially in the forms attached hereto as Schedule VI;

 

(e)

Allen & Overy, Australian counsel for the Macquarie Parties, shall have furnished to the Underwriters their written opinion, dated on or prior to the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

 

(f)

the Underwriters on or prior to the Closing Date shall have received letters, dated the date thereof, from (i) the Accounting Firm, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, confirming that they are independent of Macquarie Group Limited in accordance with the requirements of the Corporations Act 2001 and the Accounting Professional Ethics Standards Board’s APES 110 “Code of Ethics for Professional Accountants” and stating in effect that they have determined that certain information of an accounting, financial or statistical nature set forth in the Offering Document (and any amendments thereto prepared by the Macquarie Parties) agrees with the accounting records of the Manager and MLPL, excluding any questions of legal interpretation, and (ii) the Accounting Firm, in form and substance satisfactory to the Underwriters, stating in effect that they have performed certain specified proceedings with respect to the SMART Receivables;

 

(g)

Mayer Brown LLP, special United States counsel to the Underwriters, shall have furnished to the Underwriters their negative assurance letter, dated the Closing

 

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Date, with respect to the Prospectus and Time of Sale Information, and such counsel shall have received such papers and information as they may reasonably request to enable them to deliver such negative assurance letter;

 

(h)

Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel for the Macquarie Parties, shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

 

(i)

Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel to the Macquarie Parties, shall have furnished to the Underwriters their negative assurance letter, dated the Closing Date, with respect to the Prospectus and Time of Sale Information, and such counsel shall have received such papers and information as they may reasonably request to enable them to deliver such negative assurance letter;

 

(j)

Minter Ellison, counsel for the Issuer Trustee and the Security Trustee, shall have furnished to the Underwriters their written opinion, dated on or prior to the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

 

(k)

Emmet, Marvin & Martin, LLP, counsel for the US$ Note Trustee, shall have furnished to the Underwriters their written opinion regarding certain matters concerning the US$ Note Trustee, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

 

(l)

King & Wood Mallesons, counsel for the Currency Swap Counterparty, shall have furnished to the Underwriters their written opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

 

(m)

The Underwriters shall have received a letter or letters from each counsel delivering any written opinion to any Rating Agency in connection with the transaction described in this Agreement which opinion is not otherwise described in this Agreement allowing the Underwriters to rely on such opinion as if it were addressed to the Underwriters;

 

(n)

As of the Closing Date, the US$ Notes shall be rated by the Rating Agencies as set forth in the Ratings Free Writing Prospectus, such ratings shall not have been rescinded and no public announcement shall have been made by any Rating Agency that the rating of any Class of US$ Notes has been placed under review;

 

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(o)

The execution and delivery by all parties thereto of the Transaction Documents on or prior to the Closing Date;

 

(p)

MLPL or its affiliate shall have purchased and paid for each of the Other Notes;

 

(q)

If this Agreement is executed under a power of attorney by the Issuer Trustee or by the Manager, the Underwriters shall have received a certified copy of each of such power of attorney; and

 

(r)

The Underwriters shall have received evidence that each of the conditions precedent to the issuance of the US$ Notes set forth in any of the Transaction Documents has been satisfied.

 

8.	Indemnification and Contribution.

 

(a)

Each of the Macquarie Parties, jointly and severally, agrees to indemnify and hold harmless each Underwriter, each affiliate of an Underwriter and its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other expenses in connection with any suit, action or proceeding or any claim asserted) that arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement or the Prospectus, or any amendment or supplement thereto prepared by the Macquarie Parties, the Other Materials or the Time of Sale Information, or any Form ABS-15G furnished to the Commission on EDGAR with respect to the transactions contemplated by this Agreement, or any amendment or supplement thereto prepared by the Macquarie Parties, or caused by any omission or alleged omission to state in any of the Registration Statement, the Prospectus, the Other Materials or the Time of Sale Information or any Form ABS-15G furnished to the Commission on EDGAR with respect to the transactions contemplated by this Agreement (taken together with the Time of Sale Information) a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that none of the Macquarie Parties will be liable in any such case to the extent that any such loss, claim, damage or liability is caused by an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with the Excluded Information (as defined below) and provided, further, that with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from the Registration Statement (or any amendment or supplement thereto prepared by the Macquarie Parties), the Time of Sale Information (or any amendment or supplement thereto prepared by the Macquarie Parties) or the Prospectus (or any amendment or supplement thereto prepared by the Macquarie Parties), as applicable, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Underwriter, to the extent that the Time of Sale Information (and any amendments or supplements thereto

 

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prepared by the Macquarie Parties) and the Prospectus (and any amendments or supplements thereto) were required to be delivered to the applicable purchaser of US$ Notes pursuant to Section 4(g) in connection with such purchase and any such loss, claim, damage or liability of any Underwriter to such purchaser of US$ Notes results from the fact that there was not sent or given to such purchaser of US$ Notes a copy of the Time of Sale Information (and any amendments or supplements thereto prepared by the Macquarie Parties) and the Prospectus (and any amendments or supplements thereto prepared by the Macquarie Parties) in each case, in accordance with the delivery requirements set forth in Section 4(g), if the Manager had previously furnished copies thereof to such Underwriter prior to the time such Underwriter was required to deliver the Time of Sale Information (and any amendments or supplements thereto prepared by the Macquarie Parties) or the Prospectus (and any amendments or supplements thereto prepared by the Macquarie Parties), as applicable, pursuant to Section 4(g).

 

(b)

Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Issuer Trustee and each of the Macquarie Parties, and their respective directors and officers who have prepared and will prepare the Time of Sale Information and the Prospectus, and each person that controls any of the Issuer Trustee or the Macquarie Parties within the meaning of Section 15 of the Act and Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Macquarie Parties to each Underwriter, but only with reference to information relating to such Underwriter furnished to the Issuer Trustee or a Macquarie Party in writing by such Underwriter directly or through the Representative expressly for use in the Time of Sale Information and Prospectus, or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information encircled in the pages attached hereto as Schedule V (the “Excluded Information”).

 

(c)

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to subsections (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnity may be sought (the “Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to

 

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actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Underwriters, each affiliate of any Underwriter and such control persons of any of the Underwriters shall be designated in writing by the Underwriters and any such separate firm for the Macquarie Parties, the Issuer Trustee, any of their respective directors and officers who have prepared or will prepare the Prospectus and any such control persons of any of the Macquarie Parties shall be designated in writing by the Manager. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this subsection (c), the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any such Indemnified Person, and (ii) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding.

 

(d)

If the indemnification provided for in subsections (a) or (b) above is unavailable to, or insufficient to hold harmless, an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such subsection, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Macquarie Parties and the Issuer Trustee on the one hand, and the Underwriters on the other, from the offering of the US$ Notes, and (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Macquarie Parties and the Issuer Trustee on the one hand, and of the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or

 

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liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Macquarie Parties and the Issuer Trustee on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the total net proceeds from the offering (before deducting expenses) received by the Macquarie Parties and the Issuer Trustee, on the one hand, and the total discounts, commissions and fees received by the Underwriters with respect to the US$ Notes purchased pursuant to this Agreement, on the other hand, respectively bear to the total gross proceeds from the sale of the US$ Notes pursuant to this Agreement. The relative fault of the Macquarie Parties and the Issuer Trustee on the one hand and the Underwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Macquarie Parties or the Issuer Trustee or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.

The Macquarie Parties, the Issuer Trustee and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in this subsection (d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total discounts, commissions and fees received by such Underwriter exceed the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to the respective principal amount of the US$ Notes set forth opposite their names in Schedule I hereto, and not joint.

 

(e)

The indemnity and contribution agreements contained in this Section 8 and the representations and warranties of the Macquarie Parties, the Issuer Trustee and the Underwriters set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Macquarie Parties or the Issuer Trustee, its officers or directors or any other person controlling the Macquarie Parties or the Issuer Trustee and (iii) acceptance of and payment for any of the US$ Notes.

 

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(f)

Notwithstanding the foregoing, the failure by any Indemnified Person to notify the Indemnifying Person shall not relieve the Indemnifying Person from any liability which it may have under this Section 8 to such Indemnified Person, except to the extent that it has been prejudiced in any material respect by such failure, and provided that the failure by any Indemnified Person to notify the Indemnifying Person shall not relieve the Indemnifying Person from any liability which it may have otherwise than under this Section 8.

 

(g)

The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

 

9.	Termination.

Notwithstanding anything herein contained, this Agreement, other than provisions hereof which by the terms hereof survive the termination hereof, may be terminated in the absolute discretion of any of the Underwriters, by notice given to the Manager, if (A) the Closing Date has not occurred on or prior to October 29, 2015, or (B) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by the New York Stock Exchange or minimum prices have been set for trading on such exchange, (ii) trading of any securities of or guaranteed by any of Macquarie Bank, the Macquarie Parties or the Issuer Trustee shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York, Sydney, Australia or London, England shall have been declared by either United States federal, New York State, Commonwealth of Australia, New South Wales State or related United Kingdom authorities or any other material disruption in commercial banking, securities settlement or clearing services shall have occurred in the United States or Australia, (iv) in the reasonable opinion of any Underwriter there has occurred a change, or any development involving a prospective change, in or affecting the business or properties of any of the Macquarie Parties or Australian, United States or international financial, political (including without limitation any outbreak or escalation of hostilities or any declaration of national emergency or war by the United States or Australia) or economic conditions or currency exchange rates or exchange controls as would be likely to materially impair the investment quality of the US$ Notes or makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the US$ Notes on the terms and in the manner contemplated in the Time of Sale Information and Prospectus.

 

10.	Effectiveness of Agreement; Default of Underwriters.

This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase US$ Notes which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of the US$ Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the US$ Notes to be purchased on such date, the other Underwriters shall be obligated severally

 

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in the proportions that the principal amount of the US$ Notes set forth opposite their respective names in Schedule I bears to the aggregate principal amount of US$ Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase the US$ Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of the US$ Notes that any Underwriter has agreed to purchase pursuant to Section 1 be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of US$ Notes without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase US$ Notes which it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of US$ Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of US$ Notes to be purchased on such date, and arrangements satisfactory to the Underwriters and the Manager for the purchase of such US$ Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, MLPL or the Manager. In any such case either the Issuer Trustee, MLPL or the Manager shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

 

11.

Expenses.

MLPL agrees and in each case whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated pursuant to Section 9 or otherwise (except in relation to a material breach of this Agreement by an Underwriter that causes the failure of the consummation of the transactions contemplated herein), to: (i) pay all fees, costs and expenses incident to the performance of its obligations hereunder, including, without limitation, rating agency fees, auditor fees and printer fees, (ii) reimburse each Underwriter and their respective affiliates promptly upon request for all reasonable out-of-pocket costs and expenses incurred by such Underwriter or its affiliates in connection with this Agreement or the transactions contemplated hereby, including without limitation travel expenses, printing costs, rating agency fees, and the reasonable fees and disbursements of counsel to the Underwriters; provided that such amounts have been agreed by MLPL and any such payments shall be made without prejudice to the rights or remedies of MLPL or the Manager, as applicable, related to any termination of this Agreement and (iii) pay any stamp duty or other issue, transaction, value added or similar tax, fee or duty (including court fees) in relation to the execution of the Transaction Documents or in connection with the issue and distribution of the US$ Notes or the enforcement or delivery of this Agreement. This Section 11 shall survive the termination of this Agreement.

 

12.	Consent to Jurisdiction; Appointment of Agent to Accept Service of Process.

Each of the Macquarie Parties and the Issuer Trustee and each of the Underwriters hereby submits to the non-exclusive jurisdiction of the federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each of the Macquarie Parties irrevocably

 

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appoints Macquarie Bank Limited Representative Office, 125 West 55^th Street, 22^nd Floor, New York, New York 10019 and the Issuer Trustee irrevocably appoints CT Corporation, 111 Eighth Avenue, New York, New York 10011, to act as authorized agents for the Macquarie Parties and the Issuer Trustee, respectively, in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service or process upon such agent, and written notice of said service to it by the person servicing the same to the address provided in Section 19, shall be deemed in every respect effective service of process upon it in any such suit or proceeding. Each of the Macquarie Parties and the Issuer Trustee further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for so long as the US$ Notes remain outstanding.

The obligation of any of the Macquarie Parties or the Issuer Trustee in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, each of the Macquarie Parties and the Issuer Trustee agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss.

 

13.	Foreign Taxes.

Unless expressly provided otherwise herein or in the Transaction Documents, all payments to be made by the Issuer Trustee and the Macquarie Parties hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Issuer Trustee or such Macquarie Party, as applicable, is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Issuer Trustee or such Macquarie Party, as applicable, shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

 

14.	Waiver of Immunities.

To the extent that any of the Issuer Trustee or any of the Macquarie Parties or any of their properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service or process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter arising out of this Agreement, the Issuer Trustee and each of the Macquarie Parties, as applicable, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

 

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15.	Judgment Currency.

If any judgment or order in any legal proceeding against any of the Issuer Trustee or any of the Macquarie Parties is given or made for any amount due hereunder and such judgment or order is expressed and paid in a currency (the “Judgment Currency”) other than United States dollars and there is any variation as between (i) the rate of exchange (the “Judgment Rate”) at which the United States dollar amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange (the “Market Rate”) at which the person to whom such amounts is paid (the “Payee”) is able to purchase United States dollars with the amount of the Judgment Currency actually received by the holder, then the difference, expressed in United States dollars, between such amount calculated at the Judgment Rate and such amount calculated at the Market Rate shall be indemnified (a) if negative by the Issuer Trustee and the Macquarie Parties, as applicable, to the Payee and (b) if positive by the Payee to the Issuer Trustee and the Macquarie Parties, as applicable. The foregoing indemnity shall constitute separate and independent obligations of the Issuer Trustee and the Macquarie Parties or the Payee, as the case may be, and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate or exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

 

16.	Computational Materials, ABS Informational Materials and Electronic Copy of Preliminary Prospectus.

Other than the Preliminary Prospectus, the Other Materials and the Prospectus, each Underwriter severally represents, warrants and agrees with MLPL and the Manager that it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the US$ Notes, including, but not limited to, any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Act unless such Underwriter has obtained the prior written approval of MLPL and the Manager; provided, however, each Underwriter may prepare and convey to one or more of its potential investors without the consent of MLPL, the Manager or any of their respective affiliates one or more “written communications” (as defined in Rule 405 under the Act) in the form of (i) an Intex CDI file that does not contain any Issuer Information (as defined below) other than Issuer Information included in the Preliminary Prospectus previously filed with the Commission or (ii) other written communication containing no more than the following: (a) information contemplated by Rule 134 under the Act, (b) information included in the Preliminary Prospectus or the Prospectus, and (c) a column or other entry showing the status of the subscriptions for the Notes and/or expected pricing parameters of the Notes. MLPL and the Manager each authorize each Underwriter to transmit by graphic means any “road show” (as defined under Rule 433(h) under the Act) in which representatives of MLPL or the Manager participate. As used herein, the term “Issuer Information” means any information of the type specified in clauses (1) – (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform), other than Underwriter Derived Information. As used herein, the term “Underwriter Derived Information” shall refer to information of the type described in clause (5) of footnote 271 of Commission Release No. 33-8591 (Securities Offering Reform) when prepared by any Underwriter, including traditional computational and analytical materials prepared by the Underwriter.

 

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17.	Certain Matters Relating to the Issuer Trustee.

The Issuer Trustee enters into this Agreement only in its capacity as trustee of the Trust and in no other capacity. Any liability arising under or in connection with this Agreement is limited to and can be enforced against the Issuer Trustee only to the extent to which it can be satisfied out of assets of the Trust out of which the Issuer Trustee is actually indemnified for such liability. This limitation of the Issuer Trustee’s liability described in this Section applies despite any other provision of this Agreement to the contrary and extends to all liabilities and obligations of the Issuer Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Agreement.

 

(a)

The parties other than the Issuer Trustee may not sue the Issuer Trustee in respect of liabilities incurred by the Issuer Trustee acting in its capacity as Issuer Trustee of the Trust in any capacity other than as trustee of the Trust, including seeking the appointment of a receiver (except in relation to the assets of the Trust) or a liquidator, an administrator or any other similar person to the Issuer Trustee or prove in any liquidation, administration or arrangements of or affecting the Issuer Trustee (except in relation to the assets of the Trust).

 

(b)

The provisions of this Section 17 shall not apply to any obligation or liability of the Issuer Trustee to the extent that it is not satisfied because under the US$ Note Trust Deed, this Agreement or any other Transaction Document or by operation of law there is a reduction in the extent of the Issuer Trustee’s indemnification or exoneration out of the assets of the Trust as a result of the Issuer Trustee’s fraud, negligence or willful default.

 

(c)

It is acknowledged that the Relevant Parties (as defined in the Series Supplement) are responsible under the Transaction Documents for performing a variety of obligations relating to the Trust. No act or omission of the Issuer Trustee (including any related failure to satisfy its obligations under the Transaction Documents) will be considered fraudulent, negligent or a willful default for the purpose of this Agreement to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any other person appointed in good faith and with due care who provides services in respect of the Trust to fulfill its obligations relating to the Trust or by any other act or omission of a Relevant Party or any other such person regardless of whether the act or omission is purported to be on behalf of the Issuer Trustee.

 

(d)

No attorney, agent, receiver or receiver and manager appointed in accordance with this Agreement has authority to act on behalf of the Issuer Trustee in a way that exposes the Issuer Trustee to any liability in excess of that contemplated in this Section 17, and no act or omission of any such person appointed in good faith and with due care will be considered the Issuer Trustee’s fraud, negligence or willful default.

 

(e)

The Issuer Trustee is not obligated to do anything or refrain from doing anything under or in connection with this Agreement (including incur a liability) unless the

 

35

---

Issuer Trustee’s liability is limited in the same manner as set out in this Section 17.

 

18.	Successors.

This Agreement shall inure to the benefit of and be binding upon the Macquarie Parties, the Issuer Trustee, the Underwriters, each affiliate of any Underwriter, any controlling persons referred to herein and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of US$ Notes from any Underwriter shall be deemed to be a successor by reason merely of such purchase. The respective rights and obligations of the parties hereto may not be assigned except with the prior written consent of the other parties.

 

19.	Actions by Representative; Notices.

Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon and enforceable against the Underwriters. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be given at:

Citigroup Global Markets Inc.

390 Greenwich Street, 1^st Floor

New York, New York 10013

Email: gerard.drumm@Citi.com

J. P. Morgan Securities LLC

383 Madison Avenue, Floor 31

New York, NY 10179

Attention: Billy Wong

Email: billy.m.wong@jpmorgan.com

Macquarie Capital (USA) Inc.

125 West 55th Street

20^th Floor

New York NY 10019 USA

Attention: Executive Director, Legal Risk Management Division, Fixed Income, Currencies and Commodities group

Email: ficc.notices@macquarie.com

ANZ Securities, Inc.

277 Park Avenue

31st Floor

New York, NY 10172

Attention: Thomas Ferguson

Email: Thomas.Ferguson@anz.com

 

36

---

Notices to the Manager shall be given to it at Macquarie Securities Management Pty Limited, Level 1, No. 50 Martin Place, Sydney, NSW 2000, Australia, Facsimile: +61 2 8232 8344, Attention: Division Director, Debt Markets; to the Issuer Trustee shall be given to it at Perpetual Trustee Company Limited, Level 12, 123 Pitt Street, Sydney NSW 2095 Australia, Facsimile: +61 2 8256 1424, Attention: Manager, Transaction Manager, email: SecuritisationOps@perpetual.com.au; and notices to MLPL shall be given to it at Level 3, 9 Hunter St., Sydney, NSW 2000, Australia, Facsimile: +61 2 8232 9929 Attention: Managing Director.

 

20.	Absence of Fiduciary Relationship.

Each of the Macquarie Parties and the Issuer Trustee acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to each of the Issuer Trustee and each of the Macquarie Parties with respect to the offering of the US$ Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer Trustee, any of the Macquarie Parties or any other person. Additionally, no Underwriter is advising the Issuer Trustee, any Macquarie Party or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Issuer Trustee and each Macquarie Party shall consult with its own respective advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Issuer Trustee or any of the Macquarie Parties with respect thereto. Any review by the Underwriters of the Issuer Trustee or any of the Macquarie Party, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer Trustee or any Macquarie Party.

 

21.	Counterparts.

This Agreement may be signed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

 

22.	Investment in the US$ Notes.

Each party acknowledges that investments in the US$ Notes are not deposits with, or other liabilities of, Macquarie Bank or its affiliates and are subject to investment risk, including possible delays in repayment and loss of income and principal invested. None of the Macquarie Parties, Macquarie Bank, or any other party listed on Schedule III hereto guarantees any particular rate of return on, the performance of, or the repayment of principal invested in, the US$ Notes.

 

23.	Amendments; Waivers.

No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. Any waiver of any provision hereof shall be effective only in the specific instance and for the purpose for which given.

 

37

---

24.

Headings.

The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

 

25.	Severability.

It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

 

26.	Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

 

27.	WAIVER OF JURY TRIAL.

EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

[Signature Pages Follow]

 

38

---

If the foregoing is in accordance with your understanding, please sign and return the enclosed counterparts hereof.

Very truly yours,

MACQUARIE SECURITIES MANAGEMENT PTY LIMITED

By:		/s/ Kristen Adler		/s/ Kevin Lee

Name:		Kristen Adler		Kevin Lee
Title:		Associate Director		Division Director

 

PERPETUAL TRUSTEE COMPANY LIMITED

By:		/s/ Hagbarth Strom

Name:		Hagbarth Strom
Title:		Senior Transaction Manager

By:		/s/ Brian Spellman

Name:		Brian Spellman
Title:		Senior Manager

MACQUARIE LEASING PTY LIMITED

By:		/s/ Karleen Munns		/s/ Joel Sternberg

Name:		Karleen Munns		Joel Sternberg
Title:		Executive Director		Associate Director

 

		S-1		US$ Underwriting Agreement

---

Accepted as of the date first above written.

CITIGROUP GLOBAL MARKETS INC., as Underwriter and as Representative of the Underwriters

 

By:		/s/ Amy J. Pitts

Name:		Amy J. Pitts
Title:		Managing Director

 

		S-2		US$ Underwriting Agreement

---

SCHEDULE I

 

PURCHASER
		Class A-1		Class A-2a		Class A-2b		Class A-3a		Class A-3b
Citigroup Global Markets Inc.		$56,700,000.00		N/A		$55,800,000.00		$42,750,000.00		$11,250,000.00
J.P. Morgan Securities LLC		$56,700,000.00		N/A		$55,800,000.00		$42,750,000.00		$11,250,000.00
Macquarie Capital (USA) Inc.		$6,300,000.00		N/A		$ 6,200,000.00		$4,750,000.00		$1,250,000.00
ANZ Securities, Inc.		$6,300,000.00		N/A		$6,200,000.00		$4,750,000.00		$1,250,000.00
Total		$126,000,000.00		N/A		$124,000,000.00		$95,000,000.00		$25,000,000.00

 

Schedule I-1

---

SCHEDULE II

List of Section 128F(9) Associates of the Issuer Trustee

The Trust Company (Asia) Limited

The Trust Company (Asia Holdings) Pte Limited

The Trust Company (Hong Kong) Limited

 

Schedule II-1

---

SCHEDULE III

List of Section 128F(9) Associates of the Macquarie Parties and Macquarie Bank

(see attached)

 

Schedule III-1

---

Company Name

Company number

Company status

Company type

Country

Macquarie Insurance Category

Controlled

Registered Office address

4

Advantage Funding Commercial Capital Corp.

Active

Corporation

United States

Group

Yes

5

Advantage Funding Management Co., Inc.

Active

Corporation

United States

Group

Yes

6

Advantage Funding Receivables LLC

Active

Limited Liability Company

United States

Group

Yes

7

Advantage Funding Services LLC

Active

Limited Liability Company

United States

Group

Yes

8

Aerospace Finance 6771 UK Limited

9783406

Active

Limited by Shares

United Kingdom

Group

Yes

9

Aldeburgh Offshore Wind Investments Limited

09814520

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

11

Alster & Thames Partners (USA) LLC

Active

Limited Liability Company

United States

Group

Yes

2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

12

AVENAL POWER CENTER, LLC

20-3690322

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 818 West Seventh, Los Angeles, California, 90017, United States Of America

13

AWAS (Sweden Three) AB

556860-1602

Active

Aktiebolag (AB)

Sweden

Group

Yes

P.O. Box 1703, SE-1187, Stockholm, Sweden

14

AWAS (UK) Leasing Two Limited

782521

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

15

AWAS 3 Limited

WK-281267

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

16

AWAS 39414 Limited

WK-228185

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

17

AWAS 39414 UK Limited

07575063

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

18

AWAS 39437 Ireland Limited

537804

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

19

AWAS 39438 Limited

WK-285119

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

20

AWAS 39440 Limited

WK-286855

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

21

AWAS 4817 Limited

502609

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

22

AWAS 5092 Ireland Limited

508880

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

23

AWAS 5128 Leasing Limited

511167

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

24

AWAS 5178 Limited

266822

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

25

AWAS 5315 Ireland Limited

517127

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

26

AWAS 5367 Leasing Limited

518567

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

27

AWAS 5367-I Autumn Limited

518391

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

28

AWAS 5403 Ireland Limited

516215

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

29

AWAS 5466 Ireland Limited

516216

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

30

AWAS 5673 Ireland Limited

527101

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

31

AWAS 5742 Limited

WK-27905

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

32

AWAS 5822 Limited

WK-281265

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

33

AWAS 5857 Limited

WK-281268

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

34

AWAS 5857 UK Limited

8705337

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

35

AWAS 5892 Limited

WK-281249

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

36

AWAS 5892 UK Limited

8704469

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

37

AWAS 5906 Ireland Limited

535709

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

38

AWAS 5951 Limited

WK-281316

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

39

AWAS 5951 UK Limited

8705352

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

40

AWAS 5979 Limited

WK-281315

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

41

AWAS 5979 UK Limited

8704473

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

42

AWAS 5996 Limited

WK-285115

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

 

Schedule III-2

---

43

AWAS 6025 Limited

WK-285274

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

44

AWAS 6045 Ireland Limited

541007

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

45

AWAS 6079 Ireland Limited

541008

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

46

AWAS 6081 Ireland Limited

541009

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

47

AWAS 6113 Limited

WK-285849

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

48

AWAS 6113 UK Limited

8934030

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

49

AWAS 6140 Limited

WK-285848

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

50

AWAS 6140 UK Limited

8934031

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

51

AWAS 6242 Limited

290012

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

52

AWAS 6254 Limited

291538

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

53

AWAS 6254 UK Limited

9210708

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

54

AWAS 6288 Limited

IT-291873

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

55

AWAS 6320 Limited

IT-292643

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

56

AWAS 6321 Limited

IT-291847

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

57

AWAS 6422 Limited

IT-294038

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

58

AWAS Ireland 6220 Limited

547276

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

59

AWAS Ireland Leasing Seven Limited

504304

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

60

AWAS Ireland Leasing Six Limited

504303

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

61

AWAS Norway 1 AS

996790843

Active

Private Corporation

Norway

Group

Yes

c/o Arntzen de Besche Advokatfirma AS, Bygdoy alle 2, Oslo, 0257, Norway

62

AWAS Norway 6320 AS

913 285 700 MVA

Active

Private Corporation

Norway

Group

Yes

c/o Arntzen de Besche Advokatfirma AS, Bygdoy alle 2, Oslo, 0257, Norway

63

AWAS Norway 6422 AS

914599474

Active

Private Corporation

Norway

Group

Yes

c/o Arntzen de Besche Advokatfirma AS, Bygdoy alle 2, Oslo, 0257, Norway

64

AWAS Norway 7 AS

912 510 352 MVA

Active

Private Corporation

Norway

Group

Yes

c/o Arntzen de Besche Advokatfirma AS, Bygdoy alle 2, Oslo, 0257, Norway

65

Baltic Sea Offshore Holdco Limited

09342577

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

66

Baltic Sea Offshore Investment Limited

09341564

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

71

Bella Holdings LLC

Active

Limited Liability Company

United States

Group

Yes

c/o Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

72

Bella Property Owner LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

74

Berwick Solar Park Limited

08302008

Active

Limited by Shares

United Kingdom

Group

Yes

2nd Floor, 13 Berkeley Street, London, W1J 8DU, United Kingdom

75

BIG SANDY CREEK WIND, LLC

20-5600465

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

76

Blue Grass Abstract LLC

20-2937246

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

77

Blueshine, LLC

46-5587770

Active

Limited Liability Company

United States

Group

Yes

Thomas J.B. Hurst, 471 West Main St., Suite 400, Louisville KY 40202, United States

78

Boketo LLC

30-0746347

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle DE 19801, United States

84

Bottom Plain Solar Park Limited

8301922

Active

Limited by Shares

United Kingdom

Group

Yes

2nd Floor, 13 Berkeley Street, London, W1J 8DU, United Kingdom

85

Branston Solar Park Limited

08538716

Active

Limited by Shares

United Kingdom

Group

Yes

2nd Floor, 13 Berkeley Street, London, W1J 8DU, United Kingdom

86

BREK MANUFACTURING CO.

95-2690571

Active

Corporation

United States

Group

Yes

1513 WEST 132ND STREET, GARDENA, CA 90249, United States

87

BROOK ASSET MANAGEMENT LIMITED (IN LIQUIDATION)

1218745

In Liquidation

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

88

Bruna Moon S.L.

B64188642

Active

S.L. (Limited Liability Company)

Spain

Group

Yes

Plaza de los Luceros, no.1, Planta 4, Alicante, Spain

89

Bunhill Investments Unlimited

88217

Active

Unlimited with Shares

Jersey

Group

Yes

28-30 The Parade, St Helier, JE1 1EQ, Jersey

 

Schedule III-3

---

91

CANADIAN BREAKS LLC

26-5600465

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

92

Capital Meters Holdings Limited

04800336

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

93

Capital Meters Limited

04800317

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

97

Cheeryble Developments Limited

06373185

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

98

CHINA PROPERTY INVESTMENTS LIMITED

46527C1/GBL

Active

Limited by Shares

Mauritius

Group

Yes

Les Cascades Building, Edith Cavell Street, Port-Louis, Mauritius

99

CIORL LP Limited

002228708

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

100

Closing Documentation Services, LLC

20-2937258

Dormant

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

101

CMC Holdco Inc.

Active

Corporation

United States

Group

Yes

c/o Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

102

CMC Railroad, Inc.

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

103

Colorado - PTH, LLC

30-0791081

Active

Limited Liability Company

United States

Group

Yes

1675 Broadway, Suite 1200, Denver CO 80202, United States

104

Columbia Service Partners of Kentucky, Inc.

30-4540865

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

105

Columbia Service Partners of Ohio, Inc.

36-04540864

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington Detroit DE 19801, United States

106

Columbia Service Partners of Pennsylvania, Inc.

36-02070862

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

107

Columbia Service Partners of West Virginia, Inc.

3709182

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street,, Wilmington DE 19801, United States

108

Columbia Service Partners, Inc.

25-1787891

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

109

Commerce and Industry Brokerage Inc.

Active

Corporation

United States

Group

Yes

c/o Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

110

Connecticut Mystic Lien, LLC

Active

Limited Liability Company

United States

Group

Yes

CT Corporation System, One Corporate Center, Floor 11, Hartford CT 06103, United States

111

Corona Energy Limited

03241012

Active

Limited by Shares

United Kingdom

Group

Yes

Edward Hyde Building, 38 Clarendon Road, Watford, England, WD17 1JW, United Kingdom

112

Corona Energy Retail 1 Limited

03241002

Active

Limited by Shares

United Kingdom

Group

Yes

Edward Hyde Building, 38 Clarendon Road, Watford, England, WD17 1JW, United Kingdom

113

Corona Energy Retail 2 Limited

SC138299

Active

Limited by Shares

United Kingdom

Group

Yes

50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ, United Kingdom

114

Corona Energy Retail 3 Limited

02746961

Active

Limited by Shares

United Kingdom

Group

Yes

Edward Hyde Building, 38 Clarendon Road, Watford, England, WD17 1JW, United Kingdom

115

Corona Energy Retail 4 Limited

02798334

Active

Limited by Shares

United Kingdom

Group

Yes

Edward Hyde Building, 38 Clarendon Road, Watford, England, WD17 1JW, United Kingdom

116

Corona Energy Retail 5 Limited

07545410

Active

Limited by Shares

United Kingdom

Group

Yes

Edward Hyde Building, 38 Clarendon Road, Watford, England, WD17 1JW, United Kingdom

117

Corona Gas Management Limited

02879748

Active

Limited by Shares

United Kingdom

Group

Yes

Edward Hyde Building, 38 Clarendon Road, Watford, England, WD17 1JW, United Kingdom

119

DALIAN II HOLDING COMPANY LIMITED

64075C1/GBL

Active

Limited by Shares

Mauritius

Group

Yes

Les Cascades Building, Edith Cavell Street, Port-Louis, Mauritius

120

DC - PTH, LLC

37-1737048

Active

Limited Liability Company

United States

Group

Yes

1015 15th St., N.W., Suite 1000, Washington DC 20005, United States

121

Delaware Alternative Strategies

26-3816229

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

122

Delaware Asset Advisers

41-2183382

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

123

Delaware Capital Management

23-3061021

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

124

Delaware Capital Management Advisers, Inc.

27-1291359

Active

Corporation

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

125

Delaware Distributors, Inc.

23-2226487

Active

Corporation

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

126

Delaware Distributors, L.P.

23-2791871

Active

Limited Partnership

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

127

Delaware Diversified Floating Rate Fund

27-1786418

Active

Open-Ended Investment Company (OEIC)

United States

Group

No

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

130

Delaware Investment Advisers

23-2859590

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

131

Delaware Investments Advisers Partner, Inc.

46-4850078

Active

Corporation

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

132

Delaware Investments Advisory Services

46-5321087

Active

Series Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

 

Schedule III-4

---

133

Delaware Investments Distribution Partner, Inc.

46-4639812

Active

Corporation

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

134

Delaware Investments Fund Advisers

46-1906107

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

135

Delaware Investments Fund Services Company

46-5056965

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

136

Delaware Investments Management Company, LLC

13-3465352

Active

Limited Liability Company

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

137

Delaware Investments Real Estate Abolute Return Fund, L.P.

Active

Cayman Islands

Group

Yes

Maples & Calder, Po Box 309Gt, Ugland House, South George Street, George Town, Grand Cayman, Cayman Islands

138

Delaware Investments Real Estate Absolute Return Fund (Master), Ltd.

46-3119820

Active

Open-Ended Investment Company (OEIC)

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

140

Delaware Macquarie Global Infrastructure Fund

Active

Trust

United States

Group

No

2005 Market Street, Philadelphia PA 19103-7094, United States

141

Delaware Management Business Trust

N/A

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

142

Delaware Management Company

23-2859589

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

143

Delaware Management Holdings, Inc.

23-2693133

Active

Corporation

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

144

Delaware Management Trust Company

23-2601407

Active

Trust

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

145

Delaware Real Estate Absolute Return Partners, Inc.

27-2437046

Active

Corporation

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

146

Delaware Service Company, Inc.

13-3465338

Active

Corporation

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

159

Emberton Solar Park Limited

08741661

Active

Limited by Shares

United Kingdom

Group

Yes

2nd Floor, 13 Berkeley Street, London, W1J 8DU, United Kingdom

160

Energetics Design & Build Limited

SC234695

Active

Limited by Shares

United Kingdom

Group

Yes

International House, Stanley Boulevard, Hamilton International Technology Park, Glasgow, Scotland, G72 0BN, United Kingdom

161

Energetics Electricity Limited

SC234694

Active

Limited by Shares

United Kingdom

Group

Yes

International House, Stanley Boulevard, Hamilton International Technology Park, Glasgow, Scotland, G72 0BN, United Kingdom

162

Energetics Gas Limited

SC303150

Active

Limited by Shares

United Kingdom

Group

Yes

163

Energetics Holdco Limited

SC455073

Active

Limited by Shares

United Kingdom

Group

Yes

International House, Stanley Boulevard, Hamilton International Technology Park, Glasgow, Scotland, G72 0BN, United Kingdom

164

Energetics Midco Limited

SC455134

Active

Limited by Shares

United Kingdom

Group

Yes

International House, Stanley Boulevard, Hamilton International Technology Park, Glasgow, Scotland, G72 0BN, United Kingdom

165

Energetics Networked Energy Ltd

SC293480

Active

Limited by Shares

United Kingdom

Group

Yes

International House, Stanley Boulevard, Hamilton International Technology Park, Glasgow, Scotland, G72 0BN, United Kingdom

167

ERC Holdco LLC

Dormant

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

169

EXPRESS OFFSHORE TRANSPORT (UAE) (LLC)

Active

Private Company

United Arab Emirates

Group

No

Office No 209, Gold & Diamond Centre, A1 Qoz, Bur Dubai, United Arab Emirates

170

FAS 1 LLC

20-5600465

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

171

FINCH SECURITIES LIMITED

137357

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

Maples & Calder, Po Box 309Gt, Ugland House, South George Street, George Town, Grand Cayman, Cayman Islands

172

FIP Gestora de Recursos Ltda.

12-377-980/0001-25

Active

Private Corporation

Brazil

Group

Yes

Rua Funchal 418 - 33 andar, Sao Paulo SP Brazil 04551-060

173

FL - PTH 1, LLC

80-0940702

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

174

FL - PTH 10, LLC

36-4767568

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

175

FL - PTH 2, LLC

90-1004919

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

176

FL - PTH 3, LLC

61-1718024

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

177

FL - PTH 4, LLC

80-0941771

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

178

FL - PTH 5, LLC

90-1005859

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

179

FL - PTH 6, LLC

80-0942248

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

180

FL - PTH 7, LLC

90-1006383

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

 

Schedule III-5

---

181

FL - PTH 8, LLC

80-0942772

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

182

FL - PTH 9, LLC

80-0943053

Active

Limited Liability Company

United States

Group

Yes

1200 South Pine Island Rd., Plantation FL 33324, United States

183

Florida Coral Lien Investments, LLC

46-2260160

Active

Limited Liability Company

United States

Group

Yes

CT Corporation System, 1200 South Pine Island Road, Plantation FL 33324, United States

184

Florida Dundee Lien Investments, LLC

61-1577729

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

185

Focus Global Growth Fund

26-3594254

Active

Open-Ended Investment Company (OEIC)

United States

Group

No

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

186

Four Corners Capital Management, LLC

95-4881110

Active

Limited Liability Company

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

187

Fox-Pitt Kelton Cochran Caronia Waller (USA) LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

188

Fox-Pitt Kelton Cochran Caronia Waller LLC

06-1058201

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

189

Fox-Pitt, Kelton Limited

01601171

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

190

Fox-Pitt, Kelton N.V.

32157

Active

Curaçao

Group

Yes

Schottegatweg Oost 44, Willemstad, Curaçao

191

FPK Capital I CIP GP Limited

99228

Active

Limited by Shares

Jersey

Group

Yes

Lime Grove House, Green Street, St Helier, JE1 2ST, Jersey

192

Fremantle Energy Holdings, LLC

20-5600465

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

193

Fremantle Energy, LLC

20-5600465

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

194

Fremantle Wind Holdings Inc.

20-2384759

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

195

Fulfilment Services Limited

9699834

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

197

GA - PTH, LLC

30-0790149

Active

Limited Liability Company

United States

Group

Yes

1201 Peachtree St., N.E., Atlanta GA 30361, United States

199

GGB inBalans B.V.

852138180

Active

Besloten vennootschap (BV)

Netherlands

Group

Yes

De Bouw 123, 3991SZ Houten, Netherlands

200

GGB inBalans Investco B.V.

855154949

Active

Besloten vennootschap (BV)

Netherlands

Group

Yes

Strawinskylaan 1021, 1077XX Amsterdam, Netherlands

201

GGB inBalans Investco Limited Partnership

LP16933

Active

Limited Partnership

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

202

GGB inBalans Investco LP Limited

9795599

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

203

GGB inBalans Investco UK GP Limited

9795343

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

205

GLOBAL STAR GP LTD

MC143292

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

M & C Corporate Services Limited, Po Box 309 Gt, Ugland House, South Church Street, George Town, Grand Cayman

206

GODO KAISHA ACMP2

0110-03-005067

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

207

GODO KAISHA ACMP3

0110-03-005141

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

208

GODO KAISHA ALPHA MEGA SOLAR PROJECT NO. 1

0110-03-004802

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

209

GODO KAISHA ALPHA MEGA SOLAR PROJECT NO. 2

0110-03-004888

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

210

Goonzaran Bluebell Funding Limited

05481707

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

211

Goonzaran Bluebell Leasing Limited

05473771

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

212

Great Wilbraham Solar Park Limited

08538726

Active

Limited by Shares

United Kingdom

Group

Yes

2nd Floor, 13 Berkeley Street, London, W1J 8DU, United Kingdom

213

Harrison Leasing Corporation

Active

Corporation

United States

Group

Yes

2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

214

HBEAR CO. NO.1 LIMITED (in voluntary liquidation)

415492

In Liquidation

Limited by Shares

Ireland

Group

Yes

Chartered Corporate Services, Taney Hall, Eglinton Terrace, Dundrum, Dublin 14, Ireland

217

Hermes Infrastructure Investco Ireland GP Limited

559017

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

218

Hermes Infrastructure Investco UK GP Limited

09317300

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

219

High Lonesome Wind, LLC

20-5600465

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

222

Hydra Investments 2007 Limited

97666

Active

Limited by Shares

Jersey

Group

Yes

28-30 The Parade, St Helier, JE1 1EQ, Jersey

 

Schedule III-6

---

224

Illinois Salt Fox Investments, LLC

46-1490923

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

225

Indiana TLP, LLC

20-2937198

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

226

Industrial Investments Germany GmbH & Co. KG

HRA43929

Active

Corporate Partnership (GmbH & Co. KG)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

227

International Life Solutions (Pty) Limited

2011/127717/07

Active

Limited by Shares

South Africa

Group

Yes

Level 2, Great Westerford, 240 Main Road, Rondebosch, Cape Town, South Africa

228

Jackson Leasing Limited

CR-113608

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

229

JIG HOLDINGS LIMITED

0100-02-036303

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

230

Juuichi Limited (in voluntary liquidation)

464138

In Liquidation

Limited by Shares

Ireland

Group

Yes

Chartered Corporate Services, Taney Hall, Eglinton Terrace, Dundrum, Dublin 14, Ireland

231

Kearny Leasing Limited

CR-113609

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

232

Keba Energy LLC

20-5913622

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

233

L2 B.V.

56649800

Active

Besloten vennootschap (BV)

Netherlands

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

234

L2 B.V. (UK Branch)

FC032012

Active

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

236

Levantera Developments Limited

8272295

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

237

Liberty Green Renewables Indiana, LLC

In Liquidation

Limited Liability Company

United States

Group

Yes

c/o Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

238

Lien Data Services, LLC

20-2937206

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

239

Lightning Bolt Germany GmbH

HRB80214

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

241

LONGYEAR GLOBAL HOLDINGS, INC

03-0602267

Active

Corporation

United States

Group

No

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

243

M Acquisition Company I LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

244

M Acquisition Company II LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

246

Macquaire Aerospace Finance 4720-2 Limited

498680

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

247

MACQUARIE (ASIA) PTE LTD.

198500776M

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

248

MACQUARIE (ASIA) PTE LTD. TAIWAN BRANCH

27230949

Active

Private Company

Taiwan

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

250

Macquarie (CIS) Holdings Pty Ltd (Russia Branch)

22407

Active

Russian Federation

Group

Yes

Floor 6, 6 Gasheka Street, 125047, Moscow, Russian Federation

251

Macquarie (Europe) Nominees Limited

6612064

Dormant

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

252

MACQUARIE (HK) FINANCIAL SERVICES LIMITED

200228

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

253

MACQUARIE (JAPAN) LIMITED

0100-01-068766

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

254

Macquarie (Scotland) GP Limited

SC280388

Active Non-Trading

Limited by Shares

United Kingdom

Group

Yes

50 Lothian Road, Festival Square, Edinburgh Scotland EH3 9WJ

255

Macquarie (UK) Group Services Limited

06287793

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

258

Macquarie Advanced Investment Partners G.P. Ltd.

WK-211745

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104, Cayman Islands

259

Macquarie Aerospace AF (Ireland) Limited

486592

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

260

MACQUARIE AEROSPACE ARUBA A.V.V.

40096.0 (Decree No. 10356/AVV)

Active

Private Corporation

Aruba

Group

Yes

Watapanastraat 7, Ponton, Oranjestad, Aruba

261

Macquarie Aerospace Finance 39429 AS

997 538 161 MVA

Active

Private Corporation

Norway

Group

Yes

c/o Arntzen de Besche Advokatfirma AS, Bygdoy alle 2, Oslo, 0257, Norway

262

Macquarie Aerospace Finance 39429 Limited

IT-2928288

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

263

Macquarie Aerospace Finance 4720 AS

996 790 827

Active

Private Corporation

Norway

Group

Yes

c/o Arntzen de Besche Advokatfirma AS, Bygdoy alle 2, Oslo, 0257, Norway

264

Macquarie Aerospace Finance 4720-I Limited

498271

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

265

Macquarie Aerospace Finance 5433 Limited

7802517

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

266

Macquarie Aerospace Finance 5773 AS

999184650 MVA

Active

Private Corporation

Norway

Group

Yes

c/o Arntzen de Besche Advokatfirma AS, Bygdoy alle 2, Oslo, 0257, Norway

 

Schedule III-7

---

267

Macquarie Aerospace Finance 5773 Limited

WK-280125

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

268

Macquarie Aerospace Finance 6039/6535 Limited

539286

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

269

Macquarie Aerospace Finance Limited

WK-269465

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

270

Macquarie Aerospace Finance UK Limited

9458807

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

271

Macquarie Aerospace Finance US Holdings LLC

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, , Wilmington, New Castle County DE 19801, United States

272

Macquarie Aerospace Finance US LLC

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle County DE 19801, United States

273

Macquarie Aerospace Holdings UK Limited

9457141

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

274

Macquarie Aerospace Inc.

27-2669479

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

275

Macquarie Aerospace Investments Limited

06863307

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

276

Macquarie Aerospace Ireland Limited

484423

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

277

MACQUARIE AEROSPACE LIMITED

44138

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

Clarendon House, 2 Church Street, Hamilton Hm11, Bermuda

278

Macquarie Aerospace Limited, Dublin Branch

906393

Active

Ireland

Group

No

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

279

Macquarie Affiliated Managers (USA) Inc.

27-1564084

Active

Corporation

United States

Group

Yes

c/o Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

280

Macquarie Affiliated Managers Holdings (USA) Inc.

26-2103542

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

281

MACQUARIE AFRICA (PROPRIETARY) LIMITED

2000/001243/07

Active

Incorporated Private Company

South Africa

Group

Yes

Level 2, Great Westerford, 240 Main Road, Rondebosch, Cape Town, South Africa

284

Macquarie Aircraft Leasing Finance SA

B121660

Active

Société Anonyme

Luxembourg

Group

Yes

37, rue du Saint Esprit, L-1475, Luxembourg, LU, Luxembourg

285

Macquarie Aircraft Leasing Holdings (2) Limited

429567

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

287

Macquarie Aircraft Leasing Limited

426824

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

290

Macquarie Aircraft Leasing Services (Ireland) Limited

429566

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

291

Macquarie Aircraft Leasing Services (Singapore) Pte. Ltd.

200917376C

Active

Private Company

Singapore

Group

Yes

30 Cecil Street, #19-08, Prudential Tower, 049712, Singapore

292

Macquarie Aircraft Leasing Services (UK) Limited

5988531

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

293

Macquarie Aircraft Leasing Services (US), Inc.

Active

Corporation

United States

Group

Yes

2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

295

Macquarie AirFinance Acquisitions (Ireland) Limited

464499

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

296

Macquarie AirFinance Acquisitions (Labuan) Limited

LL09680

Active

Limited by Shares

Malaysia

Group

Yes

Level 15(A1), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Labuan F.T., Malaysia

297

Macquarie AirFinance Acquisitions (UK) Limited

6767724

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

298

Macquarie AirFinance Acquisitions Holdings Ltd.

41370

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

Clarendon House, 2 Church Street, Hamilton HM 11, BM, Bermuda

299

Macquarie AirFinance Acquisitions Limited

41289

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

Clarendon House, 2 Church Street, Hamilton HM 11, BM, Bermuda

300

Macquarie AirFinance Aruba A.V.V.

41212.0

Active

Private Corporation

Aruba

Group

Yes

Watapanastraat 7, Oranjestad, Aruba

301

Macquarie AirFinance Holdings Limited

435319

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

302

Macquarie AirFinance International Group Limited

40863

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

Clarendon House, 2 Church Street, Hamilton HM 11, BM, Bermuda

303

Macquarie AirFinance International Limited

40569

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

Clarendon House, 2 Church Street, Hamilton HM 11, BM, Bermuda

304

Macquarie AirFinance Ltd.

38946

Active

Bermuda

Group

Yes

Clarendon House, 2 Church Street, Hamilton HM 11, BM, Bermuda

305

Macquarie AirFinance Warehouse (No. 1) Limited

40673

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

Clarendon House, 2 Church Street, Hamilton HM 11, BM, Bermuda

306

Macquarie Allegiance Capital, LLC

26-2103542

Active

Limited Liability Company

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

307

Macquarie Alpine Inc.

37-1740746

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street, , Wilmington DE 19801, United States

310

Macquarie AMC Investment REIT LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

 

Schedule III-8

---

311

Macquarie America Holdings Inc.

26-3769039

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

312

Macquarie America Services Inc.

26-3771444

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

313

MACQUARIE AMERICAS CORP

13-4184042

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

315

MACQUARIE APTT MANAGEMENT PTE. LIMITED

201310241D

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

316

Macquarie Asia Infrastructure Management Limited

289176

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

Maples Finance Limited, Po Box 1093Gt, Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands

317

Macquarie Asia New Stars Fund

Active

Fund

Luxembourg

Group

No

69, route d’Esch, L-1470 Luxembourg, Grand Duchy of Luxembourg, Luxembourg

318

Macquarie Asia Pacific Private Equity Offshore Fund, L.P.

MC-25427

Active

Exempted Limited Partnership

Cayman Islands

Group

Yes

Maples Corporate Services Limited, P O Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

319

MACQUARIE ASIA STRUCTURED TRANSACTIONS LIMITED

1049991

Active

Limited by Shares

Virgin Islands, British

Group

Yes

Commerce House, Wickhams Cay 1, P. O. Box 3140, Road Town, Tortola, VG1110, Virgin Islands, British

320

Macquarie Asset Finance Holdings Limited

8253772

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

321

MACQUARIE ASSET FINANCE JAPAN LIMITED

0100-01-107687

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

322

MACQUARIE ASSET FINANCE MAURITIUS LTD

57952C1/GBL

Active

Limited by Shares

Mauritius

Group

Yes

Les Cascades Building, Edith Cavell Street, Port-Louis, Mauritius

324

Macquarie Asset Leasing (UK) Limited

7815862

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

325

MACQUARIE ASSET MANAGEMENT INC.

26-3263254

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

326

MACQUARIE ASSET MANAGEMENT JAPAN CO., LTD.

0100-01-156193

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

334

MACQUARIE AVIATION CAPITAL FINANCE LIMITED

368579

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

335

MACQUARIE AVIATION CAPITAL GROUP (in voluntary liquidation)

368589

In Liquidation

Unlimited with Shares

Ireland

Group

Yes

Taney Hall, Eglinton Terace, Dundrum Dublin 14

337

Macquarie Bank International Limited

06309906

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

338

Macquarie Bank International Limited, Niederlassung Deutschland

HRB 189708

Active

Germany

Group

Yes

Sternstrasse 5, 80538 München, Germany

339

Macquarie Bank International Limited, Vienna Branch

FN 331748 s

Active

Austria

Group

Yes

341

Macquarie Bank Limited (DIFC Recognised Company)

1045

Active

United Arab Emirates

Group

Yes

Level 1, Office No. 110 & 111, Gate Village, Building 6, Dubai International Financial Centre, PO Box 506751, Dubai, United Arab Emirates

342

Macquarie Bank Limited (Dominican Republic Registration)

74725SD

Active

Dominican Republic

Group

No

Level 3, 25 National Circuit, Forrest ACT 2603, Australia

343

Macquarie Bank Limited (Geneva Rep Office)

Active

Switzerland

Group

No

L’avenue Industrial 4-6, 1227 Carouge, Geneva, Switzerland

344

MACQUARIE BANK LIMITED (HONG KONG BRANCH)

F18649

Active

Hong Kong

Group

Yes

Level 6, 50 Martin Place, Sydney NSW 2000, Australia

345

Macquarie Bank Limited (London Branch)

FC018220

Active

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

346

MACQUARIE BANK LIMITED (SEOUL BRANCH)

104-84-07697

Active

Korea, Republic of

Group

Yes

(11th Floor, Hanwha Building, Sogong-dong), 109 Sogong-ro, Jung-gu, Seoul, 100-755, Korea, Republic of

347

Macquarie Bank Limited (Zurich Rep Office)

Active

Switzerland

Group

No

Beethovenstrasse 9, 8002 Zurich, Switzerland

348

MACQUARIE BANK LIMITED REPRESENTATIVE OFFICE (CHICAGO)

Active

United States

Group

No

349

MACQUARIE BANK LIMITED REPRESENTATIVE OFFICE (HOUSTON)

Active

United States

Group

No

350

MACQUARIE BANK LIMITED REPRESENTATIVE OFFICE (IRVINE)

United States

Group

No

351

MACQUARIE BANK LIMITED REPRESENTATIVE OFFICE (LOS ANGELES)

United States

Group

No

352

MACQUARIE BANK LIMITED REPRESENTATIVE OFFICE (NEW YORK)

Active

United States

Group

No

353

MACQUARIE BANK LIMITED SINGAPORE BRANCH

T11FC0018C

Active

Singapore

Group

Yes

Singapore Branch: 10 Marina Boulevard, #17-01 Tower 2 Marina, Bay Financial Centre, Singapore 018983., MBL Head office:, Level 6, 50 Martin Place, Sydney, NSW 2000, Australia

354

Macquarie Barnett LLC

20-5913622

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

 

Schedule III-9

---

355

Macquarie Basin Leasing LLC

90-0899142

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

356

Macquarie Belgium TCG SPRL

R.P.M. 892390892

Active

Société privée à responsabilité limitée (SPRL)

Belgium

Group

Yes

Avenue du Port 86C , box 204, 1000 Brussels (Etterbeek), Belgium

357

Macquarie Beteiligungstreuhand GmbH

HRB 232767

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

Kaiserstraße 15, 76646 Bruchsal, Germany

358

MACQUARIE BIOMASS LLC

20-3690322

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle DE 19801, United States

359

MACQUARIE BRASIL PARTICIPACOES LTDA

CNPJ03.516.449/0001

Active

Private Company

Brazil

Group

Yes

Rua Jeronimo Da Veiga 45, Conj. 141, Chacara Itaim, Sao Paulo, Sp, 04551, Brasil

361

Macquarie CAF Holdings Inc.

Active

Corporation

United States

Group

Yes

1209 Orange Street , Wilmington DE 19801, United States

362

Macquarie CAF LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

363

Macquarie CAF Management LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

364

Macquarie Canada Inventory Holdings Limited

798792-7

Active

Share Capital Corporation

Canada

Group

Yes

2020, 335 - 8th Avenue SW, Calgary AB T2P 1C9, Canada

365

Macquarie Canada MPIP GP Ltd.

839742-2

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

366

Macquarie Canada MPIP LP Ltd.

839745-7

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

367

Macquarie Canada Services Ltd.

683412-4

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

368

Macquarie Canadian Investment Holdings Ltd.

6489800

Dormant

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

370

Macquarie Capital (Dubai) Limited

0740

Active

Public Company

United Arab Emirates

Group

Yes

Level 1, Office No. 110 & 111, Gate Village, Building 6, Dubai International Financial Centre, PO Box 506751, Dubai, United Arab Emirates

371

Macquarie Capital (Europe) Limited

03704031

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

372

Macquarie Capital (Europe) Limited, Amsterdam Branch

34297902

Active

Netherlands

Group

Yes

373

Macquarie Capital (Europe) Limited, Dublin Branch

905963

Active

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

374

Macquarie Capital (Europe) Limited, Geneva Representative Office

Active

Switzerland

Group

Yes

14, Rue Kleberg, CH-1201 Geneva, Switzerland

375

Macquarie Capital (Europe) Limited, Niederlassung Deutschland

HRB 82506

Active

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

376

Macquarie Capital (Europe) Limited, Oficina de Representacion en Espana

Active

Spain

Group

No

CL Pinar No.5, 28006, Madrid, Spain

377

Macquarie Capital (Europe) Limited, Paris Branch

478 586 167

Active

Foreign Limited Liability Company

France

Group

Yes

378

MACQUARIE CAPITAL (HONG KONG) LIMITED

611405

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

379

MACQUARIE CAPITAL (KOREA) LIMITED

104-81-64533

Active

Private Company

Korea, Republic of

Group

Yes

(3rd Floor, Hanwha Building, Sogong-dong), 109 Sogong-ro, Jung-gu, Seoul, 100-755, Korea, Republic of

380

MACQUARIE CAPITAL (NEW ZEALAND) LIMITED

1952567

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

381

MACQUARIE CAPITAL (SINGAPORE) PTE. LIMITED

199704430K

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

382

MACQUARIE CAPITAL (USA) INC

98-0141094

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

383

Macquarie Capital Acquisitions (Canada) Ltd.

002149053

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

384

Macquarie Capital Acquisitions (Canada) No.2 Ltd

716740-7

Active

Share Capital Corporation

Canada

Group

Yes

335 8th Avenue South West, Royal Bank Building, Suite 1210, Calgary AB T2P 1C9, Canada

388

Macquarie Capital Argentina Pty Ltd (Sucursal Argentina)

1818250

In Liquidation

Argentina

Group

Yes

Av. Santa Fe 1592 - 4º piso , (C1060 ABO) , Buenos Aires, Argentina

389

Macquarie Capital Development Canada Ltd.

905313-1

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

391

Macquarie Capital Finance (Dubai) Limited

0736

Active

Private Company

United Arab Emirates

Group

Yes

Level 1, Office No. 110 & 111, Gate Village, Building 6, Dubai International Financial Centre, PO Box 506751, Dubai, United Arab Emirates

393

Macquarie Capital Funding (GP) Limited

88464

Active

Limited by Shares

Jersey

Group

Yes

13 Castle Street, St Helier, JE4 5UT, Jersey

395

MACQUARIE CAPITAL FUNDING L.P.

LP561

Active

Limited Partnership

Jersey

Group

Yes

13 Castle Street, St Helier, JE4 5UT, Jersey

396

Macquarie Capital Funding LLC

13-3789912

Active

Limited Liability Company

United States

Group

Yes

c/o Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

397

Macquarie Capital Holdings (Canada) Ltd.

002149050

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

 

Schedule III-10

---

398

Macquarie Capital Holdings (Dubai) Limited

0687

Active

Private Company

United Arab Emirates

Group

Yes

Level 1, Office No. 110 & 111, Gate Village, Building 6, Dubai International Financial Centre, PO Box 506751, Dubai, United Arab Emirates

399

Macquarie Capital Investment Management LLC

43-2082900

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

400

Macquarie Capital Markets Canada Ltd./Marchés Financiers Macquarie Canada Ltée.

565608

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

401

Macquarie Capital Markets North America Ltd./Marchés Financiers Macquarie Amérique Du Nord Ltée.

1079073

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

402

Macquarie Capital Principal Holdings Canada Ltd

803092-8

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

404

Macquarie Capital Securities (India) Private Limited

U65920MH1995PTC090696

Active

Private Company

India

Group

Yes

92 Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, 400051, India

405

MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED

MC-134609

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

Po Box 309Gt, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

406

MACQUARIE CAPITAL SECURITIES (JAPAN) LIMITED (TOKYO BRANCH)

0100-03-012063

Active

Private Company

Japan

Group

Yes

Po Box 309Gt, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

407

MACQUARIE CAPITAL SECURITIES (MALAYSIA) SDN. BHD.

463469-W

Active

Limited by Shares

Malaysia

Group

Yes

10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia

408

MACQUARIE CAPITAL SECURITIES (MAURITIUS) LIMITED

15184/2070C1/GBL

Active

Private Corporation

Mauritius

Group

Yes

Les Cascades Building, Edith Cavell Street, Port-Louis, Mauritius

409

Macquarie Capital Securities (Philippines) Inc.

180496

Active

Private Company

Philippines

Group

Yes

Level 22, 6750 Office Tower, Ayala Avenue, Makati City 1226, Philippines

410

MACQUARIE CAPITAL SECURITIES (SINGAPORE) PTE. LIMITED

198702912C

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

411

MACQUARIE CAPITAL SECURITIES LIMITED

135973

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

412

MACQUARIE CAPITAL SECURITIES LIMITED (SEOUL BRANCH)

110-84-02227

Dormant

Private Company

Korea, Republic of

Group

Yes

(Hanwha Building, Sogong-dong), 109 Sogong-ro, Jung-gu, Seoul, 100-755, Korea, Republic Of

413

Macquarie Capital Securities Limited, Taiwan Branch

89407381

Active

Private Company

Taiwan

Group

Yes

5F, 2 Fusing S. Road, Sec 1, Taipei 10492, Taiwan

414

Macquarie Capital US Acquisitions LLC

13-3789912

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle DE 19801, United States

416

MACQUARIE CAYMAN HOLDINGS 2 CO.

169009

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

M & C Corporate Services Limited, Po Box 309 Gt, Ugland House, South Church Street, George Town, Grand Cayman

417

MACQUARIE CAYMAN HOLDINGS CO

168347

Active

Cayman Islands

Group

Yes

M & C Corporate Services Limited, Po Box 309 Gt, Ugland House, South Church Street, George Town, Grand Cayman

419

Macquarie China Logistics Fund Limited

50019

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

Penboss Building, 50 Parliament Street, Hamilton, HM12, Bermuda

420

Macquarie China Logistics Management Limited

1660458

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

421

MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED

201016397N

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

422

MACQUARIE COMMODITIES (SINGAPORE) PTE. LIMITED, Indonesia Rep. Office

SP.688/AsingP3A PDN.2/9/2010

Active

Private Company

Indonesia

Group

Yes

423

Macquarie Commodities (UK) Limited

05259474

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

424

MACQUARIE COMMODITIES (USA) INC

26-0555065

Active

Corporation

United States

Group

Yes

CT Corporation System, 500 East Court Avenue , Des Moines, Iowa, 50309, United States Of America

425

Macquarie Commodities Brasil S/A

15.246.175/0001-50

Active

Private Company

Brazil

Group

Yes

Rua Funchal, nº 418, conjunto 3301, Vila Olímpia, São Paulo, CEP 04551-060, Brazil

426

Macquarie Commodities Factoring Holdings (UK) Limited

06863247

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

427

MACQUARIE COMMODITIES FACTORING LLC

20-5913559

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

428

Macquarie Commodities Finance (UK) Limited

05259503

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

429

MACQUARIE COMMODITIES FUNDING (USA) LLC

20-5913559

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

430

MACQUARIE COMMODITIES HOLDINGS (USA) LLC

20-5913559

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

431

MACQUARIE COMMODITIES TRADING (SHANGHAI) CO, LTD

310141400009906

Active

Private Company

China

Group

Yes

Room 514 of Building 3, No. 188 Ao Na Road, Waigaoqiao Free Trade Zone, Shanghai, China

432

Macquarie Commodities Trading (Shanghai) Co, Ltd First Branch

310000500570770

Active

Branch / Representative Office

China

Group

Yes

Unit 310, 3/F., The Centre, 989 Changle Road, Xuhui District, Shanghai, China

 

Schedule III-11

---

433

MACQUARIE COMMODITIES TRADING INC.

51-0566317

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

434

MACQUARIE COMMODITY MARKETS (SINGAPORE) PTE. LIMITED

200813631K

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

435

Macquarie Corona Energy Holdings Limited

4752472

Active

Limited by Shares

United Kingdom

Group

Yes

Edward Hyde Building, 38 Clarendon Road, Watford, England, WD17 1JW, United Kingdom

436

Macquarie Corporate and Asset Finance (Ireland) Limited (in voluntary liquidation)

368580

In Liquidation

Limited by Shares

Ireland

Group

Yes

Chartered Corporate Services, Taney Hall, Eglinton Terrace, Dundrum, Dublin 14, Ireland

438

MACQUARIE CORPORATE AND ASSET FUNDING INC.

26-3769367

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

441

MACQUARIE CORPORATE FINANCE LIMITED NIEDERLASSUNG DEUTSCHLAND

HRB52973

Active

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

442

Macquarie Corporate GP (UK) Limited

09648758

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

444

Macquarie Corporate Holdings Pty Limited (UK Branch)

FC027878

Active

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

446

MACQUARIE COTTON INTERNATIONAL INC

20-1536178

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 500 East Court Avenue , Des Moines, Iowa, 50309, United States Of America

447

Macquarie Credit Investment Management Inc.

90-0797831

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

448

Macquarie Credit Nexus Holdings Limited

MC-267012

In Liquidation

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

Maples Corporate Services Limited, P O Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands

449

Macquarie Crop Partners GP, LLC

27-2279644

Active

Limited Liability Company

United States

Group

Yes

c/o Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

452

Macquarie Denmark Limited A/S

29318190

Active

Aktieselskab (AS)

Denmark

Group

Yes

Harbour House, Sundkrogsgade 21, 2100, Copenhagen, Denmark

457

Macquarie Distribution Finance Ltd.

20.3.0.31.542-6

Active

Aktiengesellschaft (AG)

Switzerland

Group

Yes

Beethovenstrasse 9, 8002, Zurich, Switzerland

460

MACQUARIE DYNAMIC MANAGEMENT (USA) INC

20-5962618

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

461

MACQUARIE ELECTRONICS LIMITED (in voluntary liquidation)

363806

In Liquidation

Limited by Shares

Ireland

Group

Yes

Taney Hall, Eglinton Terace, Dundrum Dublin 14

462

MACQUARIE ELECTRONICS REMARKETING LIMITED (in voluntary liquidation)

363803

In Liquidation

Limited by Shares

Ireland

Group

Yes

Taney Hall, Eglinton Terace, Dundrum Dublin 14

463

MACQUARIE ELECTRONICS USA INC

54-2077555

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

464

MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED

200408424K

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

465

MACQUARIE EMERGING MARKETS ASIAN TRADING PTE. LIMITED (HONG KONG BRANCH)

F18440

Active

Private Corporation

Hong Kong

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

468

Macquarie Energia Brasil Ltda.

Active

Private Corporation

Brazil

Group

Yes

469

Macquarie Energy Canada Ltd.

6643795

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

470

Macquarie Energy Holdings Canada Ltd.

664374-4

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

472

Macquarie Energy Leasing Limited

8253776

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

473

Macquarie Energy LLC

93-1043421

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

474

MACQUARIE ENERGY NORTH AMERICA TRADING INC.

20-3690322

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

475

Macquarie Equipment Capital Inc.

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

476

Macquarie Equipment Finance (Canada) Limited

935411-5

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

477

Macquarie Equipment Finance (UK) Limited

8253764

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

478

MACQUARIE EQUIPMENT FINANCE LIMITED

262381

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

479

Macquarie Equipment Finance Limited

421234

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

480

Macquarie Equipment Finance Ltd./Macquarie Financement d’Équipement Ltée.

605377-7

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

481

Macquarie Equipment Finance Services Limited

475730

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

 

Schedule III-12

---

482

Macquarie Equipment Funding Limited

468487

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

483

MACQUARIE EQUIPMENT LEASING SDN. BHD.

459515-H

Active

Private Company (SDN BHD)

Malaysia

Group

Yes

10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia

486

MACQUARIE EQUITIES CUSTODIANS LIMITED

WN1114218

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

488

MACQUARIE EQUITIES NEW ZEALAND LIMITED

WN/1007806

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

490

Macquarie Euro Limited

7713808

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

493

MACQUARIE EUROPEAN HOLDINGS PTY LIMITED (HONG KONG BRANCH)

F15820

Active

Limited by Shares

Hong Kong

Group

Yes

Level 6, 50 Martin Place, Sydney NSW 2000, Australia

494

Macquarie European Investment Holdings Limited

06146573

Active Non-Trading

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

495

Macquarie European Rail Limited

8253782

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

496

Macquarie European Rail Limited (Luxembourg Branch)

B172.199

Active

Luxembourg

Group

Yes

6 rue Jean Monnet, Luxembourg, L-2180, Luxembourg

497

Macquarie Factoring (UK) Limited

06863285

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

500

Macquarie Fastracks Holdings LLC

13-3789912

Active

Limited Liability Company

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

501

Macquarie FG Holdings Inc.

26-2864605

Active

Corporation

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

502

Macquarie FICC (UK) Limited

6855383

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

503

Macquarie FICC Holdings USA Inc.

Active

Corporation

United States

Group

Yes

1209 Orange Street , Wilmington DE 19801, United States

505

MACQUARIE FINANCE (INDIA) PRIVATE LIMITED

U65999MH2009PTC190863

Active

Private Company

India

Group

Yes

92 Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, 400051, India

507

MACQUARIE FINANCE KOREA CO., LTD.

106-81-94256

Active

Private Company

Korea, Republic of

Group

Yes

(9th Floor, Hanwha Building, Sogong-dong), 109 Sogong-ro, Jung-gu, Seoul, 100-755, Korea

509

Macquarie Financial Holdings (USA) LLC

13-3789912

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

511

MACQUARIE FINANCIAL HOLDINGS PTY LIMITED (HONG KONG BRANCH)

F15819

Active

Public Limited Company

Hong Kong

Group

Yes

Level 6, 50 Martin Place, Sydney NSW 2000, Australia

512

Macquarie Financial Ltd./Financiere Macquarie Ltee.

4228146

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

513

Macquarie Financial Markets LLC

61-1718672

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

515

MACQUARIE FINANCIAL SERVICES (ASIA) PTE. LIMITED (in liquidation wef 29 Sep 2015)

200800950C

In Liquidation

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

517

Macquarie Financial Trustees (Proprietary) Limited

2007/030612/07

Active

Limited by Shares

South Africa

Group

Yes

Level 2, Great Westerford, 240 Main Road, Rondebosch, Cape Town, South Africa

520

Macquarie Fonds GmbH

HRB 98935

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

521

Macquarie Fondsmanagement GmbH

HRB 99628

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

524

Macquarie France SARL

481 104 479 R.C.S. Paris

Active

Société à Responsabilité Limitée

France

Group

Yes

26-28 rue de Londres, 75009 Paris, France

526

Macquarie Funding Holdings Canada Ltd.

657826-8

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

527

MACQUARIE FUNDING HOLDINGS LLC

20-5913559

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

528

Macquarie Funding Inc.

6581935

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

530

Macquarie Funding LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

531

Macquarie Funding USA Inc.

Active

Corporation

United States

Group

Yes

1209 Orange Street, Wilmington DE 19801, United States

532

MACQUARIE FUNDS MANAGEMENT (USA) INC.

20-3783039

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

534

MACQUARIE FUNDS MANAGEMENT HONG KONG LIMITED

724745

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

536

MACQUARIE FUTURES & OPTIONS (HONG KONG) LIMITED

170076

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

537

Macquarie Futures USA LLC

20-4193486

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

 

Schedule III-13

---

539

Macquarie Gas de Sonora S. de R.L de C.V.

Active

Private Company

Mexico

Group

Yes

Guillermo Gonzalez Camarena 1600, Piso 6, Oficina B, Centro de Cuidad Santa Fe, 01210, Mexico

541

Macquarie Germany Holdings GmbH

HRB 82733

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

544

MACQUARIE GLOBAL FINANCE SERVICES (MAURITIUS) LIMITED

068897C1/GBL

Active

Limited by Shares

Mauritius

Group

Yes

Les Cascades Building, Edith Cavell Street, Port-Louis, Mauritius

545

Macquarie Global Investments (UK) Limited

05259497

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

546

MACQUARIE GLOBAL OPPORTUNITIES PARTNERS GP LTD

194165

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104, Cayman Islands

548

Macquarie Global Opportunities Partners LLC

20-8983535

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

549

Macquarie Global Services (USA) LLC

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle County DE 19801, United States

550

MACQUARIE GLOBAL SERVICES PRIVATE LIMITED

U93090DL2007FTC199006

Active

Private Company

India

Group

Yes

Unit no. 216, 2nd Floor, Square One, C-2, District Centre, Saket, New Delhi, 110017, India

551

Macquarie GP Limited

05488013

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

552

Macquarie GP2 Limited

05718600

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

553

Macquarie Greater China Infrastructure Advisory Limited

1396768

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

554

Macquarie Greater China Infrastructure Management Limited

WK-245599

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

ISIS Fund Services (Cayman) Ltd., 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands

556

MACQUARIE GROUP HOLDINGS (SINGAPORE) PTE. LIMITED

200412291W

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

557

Macquarie Group Holdings (UK) No.1 Limited

06357992

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

558

Macquarie Group Holdings (UK) No.2 Limited

06357999

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

559

MACQUARIE GROUP HOLDINGS NEW ZEALAND LIMITED

1952566

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

561

Macquarie Group Investments (UK) No.2 Limited

07438584

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

563

MACQUARIE GROUP NEW ZEALAND LIMITED

245979

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

564

MACQUARIE GROUP SERVICES (SINGAPORE) PTE. LIMITED

200703288K

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

566

MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD (UK BRANCH)

FC027877

Active

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

567

Macquarie Holdings (Canada) Ltd

728003-3

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

568

MACQUARIE HOLDINGS (MEXICO), S.A. DE C.V.

388232

Active

Private Corporation

Mexico

Group

Yes

Av. Paseo de la Reforma No. 115 Ofnas. 603 y 604, Colonia Lomas de Chapultepec Delg. Miguel Hidalgo C.P., 11000 Mexico D.F., Mexico

569

MACQUARIE HOLDINGS (SINGAPORE) PTE. LTD.

200703280D

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

570

MACQUARIE HOLDINGS (U.S.A.) INC.

13-3789912

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

571

Macquarie Holdings (UK) No.1 Limited

06309919

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

573

Macquarie Hong Kong Finance Limited

MC-199805

Active

Private Corporation

Cayman Islands

Group

Yes

C/- M&C Corporate Services Limited, Po Box 309Gt, Ugland House,, Sth Church St, George Town, Grand Cayman, Cayman Islands

574

Macquarie Hong Kong Finance Limited (Hong Kong Branch)

F15963

Active

Limited by Shares

Hong Kong

Group

No

C/- M&C Corporate Services Limited, Po Box 309Gt, Ugland House,, Sth Church St, George Town, Grand Cayman, Cayman Islands

576

MACQUARIE INC

36-4307649

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

577

MACQUARIE INDIA HOLDINGS LIMITED

58341C1/GBL

Active

Limited by Shares

Mauritius

Group

Yes

Les Cascades Building, Edith Cavell Street, Port-Louis, Mauritius

578

MACQUARIE INDIA INFRASTRUCTURE MANAGEMENT HOLDINGS PTE. LIMITED

200823500E

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

580

MACQUARIE INDUSTRIAL INVESTMENTS MALTA LIMITED

C41803

Active

Limited by Shares

Malta

Group

Yes

171 Old Bakery Street, Valletta VLT 1455, Malta

581

MACQUARIE INFRASTRUCTURE ADVISORY (PHILIPPINES) INC.

CS201221372

Active

Private Company

Philippines

Group

Yes

Level 22, 6750 Office Tower, Ayala Avenue, Makati City 1226, Philippines

582

Macquarie Infrastructure and Real Assets (Europe) Limited

03976881

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

 

Schedule III-14

---

583

Macquarie Infrastructure and Real Assets (Europe) Limited (Spain)

Active

Spain

Group

Yes

Calle Del Pinar 5, 28006, Madrid, Spain

584

Macquarie Infrastructure and Real Assets (Europe) Limited, DIFC Representative Office

CL1804

Active

Limited Liability Company

United Arab Emirates

Group

Yes

Unit 102, Floor 1, Gate Village Building 6, Dubai International Financial Centre, PO Box 506751, Dubai, United Arab Emirates

585

Macquarie Infrastructure and Real Assets (Europe) Limited, Paris Branch

499 798 742 R.C.S. Paris

Active

Foreign Limited Liability Company

France

Group

Yes

41 Avenue George V, 75008, Paris, France

586

Macquarie Infrastructure and Real Assets (Hong Kong) Limited

623285

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

587

Macquarie Infrastructure and Real Assets (India) Private Limited

U67190MH2013PTC241809

Active

Private Company

India

Group

Yes

92 Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, 400051, India

588

Macquarie Infrastructure and Real Assets (Sales) Canada Ltd

784370-4

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

589

MACQUARIE INFRASTRUCTURE AND REAL ASSETS (SINGAPORE) PTE. LIMITED

200513362E

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

591

Macquarie Infrastructure and Real Assets Inc.

20-8983572

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

592

Macquarie Infrastructure and Real Assets Investments Limited

8248121

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

593

Macquarie Infrastructure and Real Assets México, S.A. de C.V.

401814

Active

Mexico

Group

Yes

Paseo de la reforma 115, Piso 6, Colonia Lomas de Chapultepec, CP 11000, Mexico City D.F, Mexico

595

Macquarie Infrastructure and Real Assets SA

B138295

Active

Société Anonyme

Luxembourg

Group

Yes

46, Place Guillaume II, L-1648, Luxembourg

596

Macquarie Infrastructure Developments LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

598

Macquarie Infrastructure GP Limited

5755862

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

599

MACQUARIE INFRASTRUCTURE HOLDINGS AG (in liquidation)

CH-170.3.028.960-5/

In Liquidation

Aktiengesellschaft (AG)

Switzerland

Group

Yes

Beethovenstrasse 9, 8002 Zurich, Switzerland

600

MACQUARIE INFRASTRUCTURE LIMITED

WK-228075

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

ISIS Fund Services (Cayman) Ltd., 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands

602

MACQUARIE INFRASTRUCTURE MANAGEMENT (ASIA) PTY LIMITED - SINGAPORE BRANCH

T06FC6823A

Active

Private Company

Singapore

Group

Yes

Singapore Branch registered office :, 10 Marina Boulevard, #17-01, Marina Bay Financial Centre Tower 2, SINGAPORE 018983, Singapore

603

MACQUARIE INFRASTRUCTURE MANAGEMENT (USA) INC

20-0643354

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

605

Macquarie Infrastructure Partners Canada GP Ltd.

4339673

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

606

Macquarie Infrastructure Partners II GP LLC

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington DE 19801, United States

607

Macquarie Infrastructure Partners III GP LLC

30-0777655

Active

Limited Liability Company

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

608

MACQUARIE INFRASTRUCTURE PARTNERS INC

20-4166306

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

609

Macquarie Infrastructure Partners U.S. GP LLC

20-8983572

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

610

Macquarie Infrastructure Philippines Limited

46726

Active

Exempted Mutual Fund Company

Bermuda

Group

Yes

IKONIC Fund Services Ltd, Penboss Building, 2nd Floor, 50 Parliament Street, Hamilton, HM 12, Bermuda

611

MACQUARIE INFRASTRUCTURE PRIVATE TRUSTEE COMPANY LIMITED

29003

Active

Bermuda

Group

Yes

IKONIC Fund Services Ltd, Penboss Building, 2nd Floor, 50 Parliament Street, Hamilton, HM 12, Bermuda

612

MACQUARIE INFRASTRUCTURE REINSURANCE COMPANY LIMITED

41533

Active

Limited by Shares

Bermuda

Group

Yes

Canons Court, 22 Victoria Street, Hamilton Hm 12, Bermuda

613

MACQUARIE INSURANCE (SINGAPORE) PTE. LTD.

200505701K

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

615

Macquarie International Holdings Limited

04125302

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

616

MACQUARIE INTERNATIONAL HOUSING AND LAND CONSULTING (SHANGHAI) COMPANY LIMITED

310000400294785 (Jing An)

Active

Private Company

China

Group

Yes

5C, Dong Yi Building, 88 Chang Shu Road, Shanghai, China

618

Macquarie International Limited

01802574

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

619

MACQUARIE INTERNATIONAL LIMITED (HONG KONG BRANCH)

F11422

Active

Limited by Shares

Hong Kong

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

620

MACQUARIE INTERNATIONAL NEW YORK PARKING CO

169002

To Be Liquidated

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

M & C Corporate Services Limited, Po Box 309 Gt, Ugland House, South Church Street, George Town, Grand Cayman

621

Macquarie International Services Limited

502151

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

 

Schedule III-15

---

622

Macquarie Internationale Investments Limited

04957256

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

623

MACQUARIE INVESTMENT (HONG KONG) LIMITED

36631

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

624

MACQUARIE INVESTMENT ADVISORY (BEIJING) CO LTD

110000410210419

Active

Private Company

China

Group

Yes

Lvl 17,Tower E2, Beijing Oriental Plaza, No.1 East Chang An Avenue, Dongcheng District, Beijing, China

625

MACQUARIE INVESTMENT ADVISORY (BEIJING) CO LTD (SHANGHAI BRANCH)

310000500193333

Active

Branch / Representative Office

China

Group

No

Unit 11, 3rd Floor, The Centre, 989 Changle Road, Shanghai, China

628

MACQUARIE INVESTMENT MANAGEMENT (BERMUDA) LIMITED

41471

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

Clarendon House, 2 Church Street, Hamilton Hm11, Bermuda

629

MACQUARIE INVESTMENT MANAGEMENT (NZ) LIMITED

WN1114216

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

631

Macquarie Investment Management Austria Kapitalanlage AG

FN 171881 t

Active

Aktiengesellschaft (AG)

Austria

Group

Yes

Kärntner Straße 28, 1010, Wien, Austria

632

Macquarie Investment Management Europe Limited

09612439

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

634

Macquarie Investment Management Holdings (Austria) GmbH

FN 350922 m

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Austria

Group

Yes

Kärntner Straße 28, 1010 Wien, Austria

636

MACQUARIE INVESTMENT MANAGEMENT KOREA CO., LTD.

116-81-22180

Active

Private Company

Korea, Republic of

Group

Yes

(Yeouido-dong, One IFC 20F), 10 Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul, Korea, Republic of

638

MACQUARIE INVESTMENT MANAGEMENT S.à r.l.

B108283

Active

Société à Responsabilité Limitée

Luxembourg

Group

Yes

46, Place Guillaume II, L-1648, Luxembourg

640

Macquarie Investments (Proprietary) Limited

2009/012283/07

Active

Incorporated Private Company

South Africa

Group

Yes

Level 2, Great Westerford, 240 Main Road, Rondebosch, Cape Town, South Africa

641

MACQUARIE INVESTMENTS (SINGAPORE) LIMITED

WK-133809

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

Walker House, 87 Mary Street, Po Box 908, George Town, Grand Cayman, KY1-9005, Cayman Islands

642

Macquarie Investments (UK) Limited

04104671

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

643

Macquarie Investments 1 Limited

05582630

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

644

Macquarie Investments 2 Limited

05708696

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

645

Macquarie Investments 3 Limited

07012592

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

647

Macquarie Investments Deutschland GmbH

HRB 74953

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

648

Macquarie Investments LLC

n/a

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

649

Macquarie Investments US Inc.

45-2856257

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

652

MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED (JAPAN BRANCH)

0100-03-012002

Dormant

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

654

MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED (JAPAN BRANCH)

0100-03-011932

Dormant

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

657

MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED (JAPAN BRANCH)

0100-03-012591

Active

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

658

Macquarie Juweel Investor LP

LP16087

Active

Limited Partnership

United Kingdom

Group

Yes

c/o Macquarie Capital (USA) Inc, 125 W 55th Street, 17th Floor, New York NY 10009, United States

659

MACQUARIE KOREA ASSET MANAGEMENT CO., LTD.

104-81-76330

Active

Private Company

Korea, Republic of

Group

Yes

(9th Floor, Hanwha Building, Sogong-dong), 109 Sogong-ro, Jung-gu, Seoul, 100-755, Korea

660

MACQUARIE KOREA OPPORTUNITIES MANAGEMENT, LTD.

104-81-95716

Active

Private Company

Korea, Republic of

Group

Yes

(Hanwha Building, Sogong-dong), 109 Sogong-ro, Jung-gu, Seoul, 100-755, Korea, Republic of

662

MACQUARIE LEASING (CHINA) CO LIMITED

100000400011564

Active

Private Company

China

Group

Yes

Level 17, Office Tower E2, The Towers, Oriental Plaza,No.1 East Chang An Avenue, Dong Cheng District, Beijing 100738, China

663

Macquarie Leasing (UK) Limited

02997799

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

664

Macquarie Leasing Limited

05867292

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

667

Macquarie Lending & Investment Partners LLP

OC363068

Active

Limited Liability Partnership

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

669

Macquarie Management GmbH

HRB 74075

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

672

MACQUARIE MAURITIUS INVESTMENTS LIMITED

51142C1/GBL

Active

Limited by Shares

Mauritius

Group

Yes

Les Cascades Building, Edith Cavell Street, Port-Louis, Mauritius

674

Macquarie Metals and Energy Capital (Canada) Ltd.

639997-5

Active

Share Capital Corporation

Canada

Group

Yes

550 Burrard Street, Suite 2400, Bentall 5, Vancouver BC V6C 2B5, Canada

675

Macquarie Meters 1 (UK) Limited (in voluntary strike off)

04921203

Strike Off Requested

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

676

Macquarie Meters 2 (UK) Limited

04920378

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

677

Macquarie Meters 3 (UK) Limited

07361419

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

 

Schedule III-16

---

678

Macquarie Meters 4 Limited

1344888

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

679

Macquarie Meters 5 (UK) Limited

9794737

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

681

MACQUARIE MEXICO INFRASTRUCTURE MANAGEMENT, S.A. DE C.V.

397181

Active

Private Corporation

Mexico

Group

Yes

Gonzalez Calvillo, S.C., Montes Urales No. 632 Piso 3, Lomas de Chapultepec, 11000 Mexico, D.F., 11000, Mexico

682

Macquarie Mexico Real Estate Management, S.A. de C.V.

477795

Active

Private Corporation

Mexico

Group

Yes

Paseo de la reforma 115, Piso 6 Colonia Lomas de Chapultepec CP 11000, Mexico City, D.F. Mexico, Mexico

683

MACQUARIE MICROSTAR HOLDINGS INC

4508971

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

686

Macquarie Missouri Wind LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

689

MACQUARIE MORTGAGES USA INC

22-3840451

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

690

MACQUARIE NE HOLDINGS (SINGAPORE) PTE. LIMITED

200404077D

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

691

MACQUARIE NEW ZEALAND LIMITED

334868

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

693

Macquarie North America Ltd.

3481018

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

697

Macquarie Offshore Services Pty Ltd - Philippine Branch

FS200805155

Active

Philippines

Group

Yes

29/F Tower 1, The Enterprise Centre, Ayala Avenue, Makati City, Philippines

698

MACQUARIE OIL AND GAS HOLDINGS INC

20-5426915

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

699

Macquarie Oil Services Canada Ltd

770975-7

Active

Share Capital Corporation

Canada

Group

Yes

421-7th Avenue S.W., Calgary AB T2P-4K9, Canada

700

MACQUARIE ONE LIMITED

OF2150

Active

Private Company

United Arab Emirates

Group

Yes

Al Tamimi & Company, 29Th Floor, Dubai World Trade Centre, Po Box 9275, Dubai, United Arab Emirates

701

Macquarie One LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

704

MACQUARIE PETERBOROUGH HOSPITAL INVESTMENTS LIMITED

6349353

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

705

Macquarie Physical Commodities, LLC

20-3690322

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle DE 19801, United States

706

Macquarie Physical Metals (USA) Inc.

45-1622999

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

707

Macquarie PMI LLC

27-4554619

Active

Limited Liability Company

United States

Group

Yes

c/o Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

708

Macquarie PMI Manager LLC

Active

Limited Liability Company

United States

Group

Yes

709

Macquarie Poinsettia Inc.

27-1560871

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street,, Wilmington DE 19801, United States

710

Macquarie PPP Investment (NG-KIH Financing) Limited Partnership

Active

Limited Partnership

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle County DE 19801, United States

711

Macquarie PPP Investment (U.S.) Limited Partnership

Active

Limited Partnership

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

716

Macquarie Projects Limited

2292323

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

720

Macquarie Rail Canada Limited

730170-7

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

721

MACQUARIE RAIL INC.

20-3609362

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

722

MACQUARIE RAIL MANAGEMENT LLC

20-3609362

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

723

MACQUARIE REAL ESTATE ADVISORY SERVICES LLC

26-3872414

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

724

MACQUARIE REAL ESTATE FINANCE INC

22-3845767

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

725

MACQUARIE REAL ESTATE INC

13-4055193

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

726

Macquarie Renaissance Corporate Finance Holdings Limited

HE 291792

Dormant

Private Corporation

Cyprus

Group

Yes

11 Limassol Avenue, Galatariotis Building 2112, Nicosia, PO Box 27282, 1643, Nicosia, Cyprus

 

Schedule III-17

---

727

MACQUARIE RENEWABLE ENERGY INC

26-1386300

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

728

Macquarie Resource Capital Canada Ltd.

672846-4

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

730

Macquarie Restorations Limited

07055620

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

731

Macquarie Retail Management (Asia) Limited

998584

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

732

MACQUARIE RETAIL REAL ESTATE MANAGEMENT LIMITED

1273174

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

733

Macquarie Rolland Inc.

Active

Corporation

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

734

Macquarie Rotorcraft Leasing (Ireland) Limited

535266

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

735

Macquarie Rotorcraft Leasing, Inc.

46-3045888

Active

Corporation

United States

Group

Yes

2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

738

MACQUARIE SECURITIES (AUSTRALIA) LIMITED SHANGHAI REPRESENTATIVE OFFICE

310000500275474

Active

Branch / Representative Office

China

Group

Yes

Room 308-309, Level 3, The Centre, 989 Chang Le Road, Shanghai, China

739

MACQUARIE SECURITIES (NZ) LIMITED

1748511

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

740

MACQUARIE SECURITIES (THAILAND) LIMITED

0105539119915

Active

Private Company

Thailand

Group

Yes

28th Floor, CRC Tower, All Seasons Place, 87/2 Wireless Road, Lumpini, Patumwan, Bangkok 10330, Thailand

741

Macquarie Securities Financing Ltd (Canada)

728007-6

Active

Share Capital Corporation

Canada

Group

Yes

181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

742

MACQUARIE SECURITIES KOREA LIMITED

104-81-99444

Active

Private Company

Korea, Republic of

Group

Yes

(3rd Floor, Hanwha Building, Sogong-dong), 109 Sogong-ro, Jung-gu, Seoul, 100-755, Korea, Republic of

744

MACQUARIE SECURITIES SOUTH AFRICA LIMITED

2006/023546/06

Active

Public Limited Company

South Africa

Group

Yes

Level 2, Great Westerford, 240 Main Road, Rondebosch, Cape Town, South Africa

745

MACQUARIE SECURITISATION (HONG KONG) LIMITED

641342

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

748

Macquarie Septa (Guernsey), LLP

Active

Limited Liability Partnership

Guernsey

Group

Yes

10 Lefebvre Street, 3rd Floore, St Peter Port, St Peter Port, GY1 2PE, Guernsey

749

Macquarie Septa (UK) I, LP

LP016856

Active

Limited Partnership

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

750

Macquarie Septa (UK) II, LP

LP016857

Active

Limited Partnership

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

751

Macquarie Septa (US) I, LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street,Wilmington, New Castle County DE 19801, United States

752

MACQUARIE SERVICES (HONG KONG) LIMITED

496224

Active

Limited by Shares

Hong Kong

Group

Yes

Level 18, One International Finance Centre, 1 Harbour View Street, Central, Hong Kong

753

MACQUARIE SERVICES (MEXICO), S.A. de C.V.

388231

Active

Private Corporation

Mexico

Group

Yes

Av. Paseo de la Reforma No. 115 Ofnas 603 y 604, Col. Lomas de Chapultepec Delg. Miguel Hidalgo, C.P. 11000 Mexico D.F., Mexico

754

Macquarie Services (USA) LLC

27-3610899

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle DE 19801, United States

756

Macquarie Servicos Agricolas Limitada

11.988.470/001-21

Active

Private Corporation

Brazil

Group

Yes

727 -14 and -cjs. 1401 e 1402, Ribeirao Preto, SP, Brazil 14026 - 040, Brazil

757

Macquarie Sierra Investment Holdings Inc.

45-4703789

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

758

MACQUARIE SPECIALISED ASSET MANAGEMENT (BERMUDA) LIMITED

EC#39329

Active

Exempted Company Limited by Shares

Bermuda

Group

Yes

IKONIC Fund Services Ltd, Penboss Building, 2nd Floor, 50 Parliament Street, Hamilton, HM 12, Bermuda

762

Macquarie Storage Investments Inc.

46-2151809

Active

Corporation

United States

Group

Yes

764

Macquarie Structured Products (Europe) GmbH

HRB 87430

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

765

Macquarie Structured Products (International) Limited (Registered as an external Company in South Africa)

2009/012427/10

Active

Incorporated Private Company

South Africa

Group

Yes

Level 2, Great Westerford, 240 Main Road, Rondebosch, Cape Town, South Africa

767

Macquarie Structured Securities (Europe) Public Limited Company

489855

Active

Public Limited Company

Ireland

Group

Yes

First Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

770

MACQUARIE TCG (USA) LLC

20-5913559

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

772

Macquarie Technology Services (Canada) Ltd.

680639-2

Active

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

774

Macquarie Texas Loan Holder LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

776

MACQUARIE TRADING SERVICES INC

20-5913622

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

 

Schedule III-18

---

777

Macquarie Treuvermögen GmbH

HRB 76979

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

778

Macquarie Trustees South Africa (Proprietary) Limited

2007/035961/07

Active

Limited by Shares

South Africa

Group

Yes

Level 2, Great Westerford, 240 Main Road, Rondebosch, Cape Town, South Africa

780

Macquarie UK Holdings Limited

02579363

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

781

Macquarie UK Passenger Leasing Limited

05452920

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

782

Macquarie US Gas Supply LLC

46-1366111

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

783

Macquarie US MPIP GP LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

784

Macquarie US MPIP LP LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

785

Macquarie US Trading LLC

45-2856257

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

786

MACQUARIE VEHICLES (NZ) LIMITED

261723

Active

Private Company

New Zealand

Group

Yes

Level 17, Lumley Centre, Shortland St, Auckland, New Zealand

787

Macquarie Veridian Cove Inc.

26-2274361

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

788

Macquarie Vermögenstreuhand GmbH

HRB 99629

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

789

Macquarie Verwaltungs GmbH

HRB 232580

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

Kaiserstraße 15, 76646 Bruchsal, Germany

790

Macquarie Washington Wind LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

791

Macquarie Water Heater Rentals Holdings 2 LLC

26-1573148

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

792

Macquarie Water Heater Rentals Holdings LLC

26-0371235

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

793

Macquarie Water Heater Rentals LLC

26-0371235

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

794

MACQUARIE WATERFRONT PEARL INC.

27-0201039

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

795

Macquarie Wind Farm LLC

32-0410260

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

797

Macquarie Zhaopin Holdings Limited

213181

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

Walker House, 87 Mary Street, George Town, Grand Cayman, KY1 9001, Cayman Islands

798

Macquarie-PowerFin Solar, LLC

46-2716036

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

799

MALL Partners I, LDC

66690

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

800

MALL Partners II Limited

86503

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

801

MALL Partners III Limited

CR-93169

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

803

MAP II GP Limited

MC-257951

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

Maples & Calder, Po Box 309, Ugland House, South George Street, George Town, Grand Cayman, KY1-1104, Cayman Islands

804

MASC (France) SARL

509 298 634 RCS Paris

Active

Société à Responsabilité Limitée

France

Group

Yes

52 rue de la Victoire, 75009, Paris, FR, France

805

MASL (Labuan) Limited

LL08078

Active

Limited by Shares

Malaysia

Group

Yes

Level 15(A1), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000 Labuan F.T., Malaysia

806

MASL Ireland (10) Limited

446197

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

807

MASL Ireland (11) Limited

446196

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

808

MASL Ireland (13) Limited

446206

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

809

MASL Ireland (14) Limited

446207

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

810

MASL Ireland (22) Limited

446191

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

811

MASL Ireland (25) Limited

447474

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

812

MASL Ireland (26) Limited

447987

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

 

Schedule III-19

---

813

MASL Ireland (27) Limited

448204

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

814

MASL Ireland (28) Limited

447980

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

815

MASL Ireland (29) Limited

447981

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

816

MASL Ireland (3) Limited

446204

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

817

MASL Ireland (30) Limited

447982

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

818

MASL Ireland (31) Limited

447983

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

819

MASL Ireland (34) Limited

451456

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

820

MASL Ireland (35) Limited

451173

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

821

MASL Ireland (4) Limited

446203

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

822

MASL Ireland (5) Limited

446202

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

823

MASL Ireland (6) Limited

446201

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

824

MASL Ireland (7) Limited

446200

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

825

MASL Ireland (8) Limited

446199

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

826

MASL Ireland (9) Limited

446198

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

827

MASL Sweden (1) AB

556734-5524

Active

Aktiebolag (AB)

Sweden

Group

Yes

P.O. Box 1703, SE-1187, Stockholm, Sweden

828

MASL Sweden (2) AB

556734-6068

Active

Aktiebolag (AB)

Sweden

Group

Yes

P.O. Box 1703, SE-1187, Stockholm, Sweden

829

MASL Sweden (3) AB

556734-9310

Active

Aktiebolag (AB)

Sweden

Group

Yes

P.O. Box 1703, SE-1187, Stockholm, Sweden

830

MASL Sweden (4) AB

556734-9328

Active

Aktiebolag (AB)

Sweden

Group

Yes

P.O. Box 1703, SE-1187, Stockholm, Sweden

831

MASL Sweden (7) AB

556741-2498

Active

Sweden

Group

Yes

P.O. Box 1703, SE-1187, Stockholm, Sweden

832

MASL Sweden (8) AB

556741-2506

Active

Sweden

Group

Yes

P.O. Box 1703, SE-1187, Stockholm, Sweden

833

MASL UK (1) Limited

06386342

Active

Limited by Shares

United Kingdom

Group

Yes

66 Prescot Street, London, England, E1 8NN, United Kingdom

836

MC CAPITAL GROUP (in voluntary liquidation)

363941

In Liquidation

Unlimited with Shares

Ireland

Group

Yes

Taney Hall, Eglinton Terace, Dundrum Dublin 14

839

MCP Solar Assets Partners I LLC

26-1386300

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

840

MCP Solar Assets Partners II LLC

26-2282798

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

841

MD - PTH, LLC

90-1003550

Active

Limited Liability Company

United States

Group

Yes

351 West Camden St., Baltimore MD 21201, United States

842

Meadowlark Capital LLC

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle DE 19801, United States

843

Meadowlark Depositor LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

844

Meadowlark Insurance Company LLC

Active

Limited Liability Company

United States

Group

Yes

30600 Telegraph Road, Suite 2345, Bingham Farms MI 48025-5720, United States

845

Medical Student Loan Trust

Active

Trust

United States

Group

Yes

Wilmington Trust, Attn: Global Capital Markets - Medical Student Loan Trust, 1100 North Market Street, Wilmington DE 19890, United States

846

MEIF (UK) Limited

04866246

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

848

MENA Infrastructure Development Company Ltd

MC-285616

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

C/o Maples Corporate Services Limited, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands

849

Merino Air Leasing, Inc.

Active

Corporation

United States

Group

Yes

2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

851

MGJ HOLDINGS PTE. LIMITED

200708397H

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

852

MGOP Feeder I GP LLC

20-8983572

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

853

MIAC SERVICES INC.

26-4389305

In Liquidation

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

854

M-ICHEON COMPANY LIMITED

481-81-00149

Active

Private Company

Korea, Republic of

Group

Yes

(3rd Floor, Hanwha Building, Sogong-dong), 109 Sogong-ro, Jung-gu, Seoul, 100-755, Korea, Republic of

 

Schedule III-20

---

855

MIDF UK1 GUERNSEY GP LIMITED

58972

Active

Limited by Shares

Guernsey

Group

Yes

3rd Floor, 10 Lefebvre Street, St Peter Port, GY1 2PE, Guernsey

856

MIDF UK1 LLP

7

Active

Limited Liability Partnership

Guernsey

Group

Yes

3rd Floor, 10 Lefebvre Street, St Peter Port, GY1 2PE, Guernsey

857

MIDF UK1B GUERNSEY GP LIMITED

59027

Active

Limited by Shares

Guernsey

Group

Yes

3rd Floor, 10 Lefebvre Street, St Peter Port, GY1 2PE, Guernsey

858

MIF US Investment Holdings LLC

20-8723490

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

859

MIF US INVESTMENT PARTNERSHIP

20-8879012

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

860

MIHI LLC

13-3789912

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

861

MIP III (Bluefin ECI Feeder) LLC

35-2513729

Active

Limited Liability Company

United States

Group

No

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

862

MIP III (Bluefin UBTI Feeder) LLC

36-4790554

Active

Limited Liability Company

United States

Group

No

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

863

MIP III (ECI) AIV, L.P.

47-1606061

Active

Limited Partnership

United States

Group

No

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

864

MIP III (ECI) GP LLC

38-3938360

Active

Limited Liability Company

United States

Group

Yes

1209 Orange Street, Wilmington, New Castle DE 19801, United States

865

MIP III Bluefin A Holdco LLC

47-1606277

Active

Limited Liability Company

United States

Group

No

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

866

MIP III Feeder Fund, L.P.

36-4790554

Active

Limited Partnership

United States

Group

No

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

867

MJL ACE LTD.

0100-02-032951

Dormant

Private Company

Japan

Group

Yes

New Otani Garden Court, 4-1 Kioi-cho, Chiyoda-ku, Tokyo, Japan

868

Mongoose Acquisition LLC

810 610 205

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

870

Monkwell Investments Limited

WK-133920

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

871

Moonstone Lien Investments, LLC

20-5336393

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

872

Mornington Funding 2012-1 PLC (in voluntary liquidation)

08108683

In Liquidation

Public Limited Company

United Kingdom

Group

Yes

40A Station Road, Upminster, Essex, RM14 2TR, United Kingdom

873

MPF Nominees Limited

8499211

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

874

MPFI INVESTMENTS LIMITED (in members’ voluntary liquidation)

451722

In Liquidation

Limited by Shares

Ireland

Group

Yes

Taney Hall, Eglinton Terace, Dundrum Dublin 14

875

MQ ABSOLUTE RETURN STRATEGIES - ASIA

MC-162571

To Be Liquidated

Fund

Cayman Islands

Group

Yes

M & C Corporate Services Limited, Po Box 309 Gt, Ugland House, South Church Street, George Town, Grand Cayman

878

MQG Commodities (India) Private Limited

U51909MH2012FTC226545

Active

Private Company

India

Group

Yes

92 Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, 400051, India

879

MQG Commodities (India) Private Limited (Delhi Branch office)

N.A. (see note)

Active

Private Company

India

Group

Yes

92 Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, 400051, India

880

MRIF LLC

OGRN 1117746637348

Dormant

Limited Liability Company (OOO)

Russian Federation

Group

Yes

6th Floor, Ducat III Business Centre, Gasheka Str, 6, 125047, Moscow, Russian Federation

881

MSN 4817-I Autumn Limited

502415

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

882

MSN 5822-I Winter Limited

533279

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

883

MSN 6025-I Spring Limited

539973

Active

Limited by Shares

Ireland

Group

Yes

1st Floor, Connaught House, 1 Burlington Road, Dublin 4, Ireland

886

NDI NO.1 LLC

n/a

To Be Liquidated

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

887

New Jersey Boardwalk Lien Investments, LLC

90-0891597

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

888

New World Gaming International S.a.r.l

B132283

Active

Société à Responsabilité Limitée

Luxembourg

Group

Yes

46, Place Guillaume II, L-1648, Luxembourg

889

New York Crystal Swan, LLC

46-1504548

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

 

Schedule III-21

---

890

NWG Canada Investments Ltd.

BC0883591

Active

Share Capital Corporation

Canada

Group

Yes

Blake, Cassels & Graydon LLP, 595 Burrard Street, P.O. Box 49314, Suite 2600, Three Bentall Centre, Vancouver BC V7X 1L3, Canada

892

NZ MORTGAGES PTY LTD (Branch Office)

3791037

Active

Private Corporation

New Zealand

Group

Yes

Level 17, Lumley Centre, 88 Shortland Street, Auckland, Auckland, New Zealand

893

O’Farrell Leasing (Holdings) Ltd.

CR-114570

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

894

OLF, LLC

27-4650575

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

895

One Call Debt Help LLC

26-33383464

Dormant

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

897

OpenFiber Kentucky Company, LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street,Wilmington, New Castle County DE 19801, United States

901

PADUA MG HOLDINGS LLC

26-1286651

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

905

Permian Water Supply Company LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

906

Petro Tradelinks Inc.

752614982

Active

Corporation

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

910

Poseidon InvestCo GP Ireland Limited

529690

Active

Limited by Shares

Ireland

Group

Yes

Level 1 Connaught House, 1 Burlington Road, Dublin 4, Ireland

911

PT MACQUARIE CAPITAL SECURITIES INDONESIA

09.03.1.67.21972

Active

Private Company

Indonesia

Group

Yes

Indonesia Stock Exchange Tower 1, 8th Floor, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, Indonesia

912

PT MACQUARIE COMMODITIES INDONESIA

09.03.1.05.73897

Active

Private Company

Indonesia

Group

Yes

Indonesia Stock Exchange Tower 1, 8th Floor, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, Indonesia

913

PT MPM INDONESIA

09.03.1.70.68374

Active

Private Company

Indonesia

Group

Yes

The Indonesia Stock Exchange Building, , Tower I, 8th floor, Jalan Jend Sudirman Kav.52-53, Jakarta 12190, Indonesia

961

RC Holdings I LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

962

RC Holdings II LLC

Active

Limited Liability Company

United States

Group

Yes

CT Corporation System, 1209 Orange Street, , Wilmington DE 19801, United States

963

RED HOLLOW WIND LLC

26-5600465

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

964

Regal Capital Advisors, LLC

26-4167476

Active

Limited Liability Company

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

965

Regal Capital Group, LLC

26-4203808

Active

Limited Liability Company

United States

Group

Yes

CT Corporation System, 1209 Orange Street, Wilmington DE 19801, United States

967

Relational Technology Services, Inc.

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

971

RESOURCE MARINE PTE. LIMITED

200921086K

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

972

Resource Marine Pte. Limited (UK Establishment)

FC029978

Active

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

973

Retirement Financial Services, Inc.

23-2828161

Active

Corporation

United States

Group

Yes

CSC, 2711 Centerville Road, Suite 400, Wilmington DE 19808, United States

981

SBI Macquarie Infrastructure Management Private Limited

U74140MH2008PTC184628

Active

Private Corporation

India

Group

Yes

92 Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, 400051, India

982

SBI Macquarie Infrastructure Trustee Private Limited

U93093MH2009PTC196222

Active

Private Corporation

India

Group

Yes

92 Level 9, 2 North Avenue, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra, 400051, India

983

SELENE INVESTMENTS SINGAPORE PTE. LTD.

201420398Z

Active

Private Company

Singapore

Group

Yes

10 Marina Boulevard, #17-01 Tower 2 Marina Bay Financial Centre, SINGAPORE 018983, Singapore

984

Service Line Warranties of America, Inc.

Active

Corporation

United States

Group

Yes

CT Corporation System, 818 West 7th Street, Los Angeles CA 90017, United States

985

Service Line Warranties of America, Inc.

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

986

Service Line Warranties of Canada Holdings, Inc.

BC0996659

Active

Share Capital Corporation

Canada

Group

Yes

Suite 1800 - 335 Burrard Street, Vancouver BC V6C 2G8, Canada

987

Service Line Warranties of Canada, Inc.

BC0996652

Active

Share Capital Corporation

Canada

Group

Yes

Suite 1800 - 355 Burrard St, Vancouver BC V6C 2G8, Canada

988

SHELBY ENERGY HOLDINGS, LLC

20-5913622

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

989

Shichi Limited (in voluntary liquidation)

464139

In Liquidation

Limited by Shares

Ireland

Group

Yes

Chartered Corporate Services, Taney Hall, Eglinton Terrace, Dundrum, Dublin 14, Ireland

1013

South Carolina Sandy Tyger Investments, LLC

80-0852389

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

 

Schedule III-22

---

1014

Specialty Finance Holdings, Inc.

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

1015

Sterling TC Holdings LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1016

Sterling TC Property Owner LLC

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1017

Stichting Security Trustee E-MAC DE 2009-I

34298324

Active

Stichting

Netherlands

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

1018

Structural Support Systems Germany GmbH

HRB80040

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

1019

Summerset Holdings LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street,Wilmington, New Castle County DE 19801, United States

1020

Summerset Property Owner LLC

Active

Limited Liability Company

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

1022

TAURUS AEROSPACE GROUP INC.

26-1233254

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

1023

Tax Ease CA, LLC

20-5474013

Active

Limited Liability Company

United States

Group

Yes

818 West Seventh St., 2nd Floor, Los Angeles CA 90017, United States

1024

Tax Ease Company LLC

37-1750174

Active

Limited Liability Company

United States

Group

Yes

1209 Orange St., Wilmington DE 19801, United States

1025

Tax Ease Employee Services Company LLC

20-2937172

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1026

Tax Ease Financial Services, LP

75-3130882

Active

Limited Partnership

United States

Group

Yes

c/o CT Corporation System, 1999 Bryan St., Suite 900, Dallas TX 75201-3136, United States

1027

Tax Ease FL REO, LLC

41-2228674

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1028

Tax Ease Funding GP LLC

75-3130887

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1029

Tax Ease Funding Two, LLC

90-0909796

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1030

Tax Ease Funding, LLC

75-3130885

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1031

Tax Ease Holdings LLC

20-2937047

Active

Limited Liability Company

United States

Group

Yes

1032

Tax Ease Lien Investments 1 LLC

20-2937080

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1033

Tax Ease Lien Servicing LLC

26-4377481

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1034

Tax Ease NV LLC

46-5586117

Active

Limited Liability Company

United States

Group

Yes

311 South Division Street, Carson City NV 89703, United States

1035

Tax Ease Ohio, LLC

20-2937103

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1036

Tax Ease PA, LLC

42-1664041

Active

Limited Liability Company

United States

Group

Yes

116 Pine St., Suite 320, Harrisburg PA 17101, United States

1039

Tension Services Holdings GmbH

HRB80044

Active

Gesellschaft mit beschränkter Haftung (GmbH)

Germany

Group

Yes

OpernTurm, Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Germany

1040

The Bluebell Transportation LLP

OC315196

Active

Limited Liability Partnership

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

1041

The Goonzaran LLP

OC315171

Active

Limited Liability Partnership

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

1042

THE MACQUARIE TOPI40 INVESTMENT TRUST

Dormant

South Africa

Group

Yes

1043

THE MF TRUST

IT1872/2007

Active

South Africa

Group

Yes

Level 6, The District, 41 Sir Lowry Road, Woodstock, Cape Town, Western Province, 7925, South Africa

1044

TN - PTH, LLC

80-0939458

Active

Limited Liability Company

United States

Group

Yes

350 N. St. Paul St., Suite 2900, Dallas TX 75201, United States

1047

Tristone Capital Global Inc.

2012853459

Active

Share Capital Corporation

Canada

Group

Yes

2020, 335 - 8th Avenue SW, Calgary AB T2P 1C9, Canada

1048

Tristone Capital Inc.

208568022

Active

Share Capital Corporation

Canada

Group

Yes

2020, 335 - 8th Avenue SW, Calgary AB T2P 1C9, Canada

1049

Tristone Capital SA (Argentine Branch)

Active

Private Company

Argentina

Group

Yes

San Matin 323, Piso 19, Buenos Aires, Argentina

1050

Tristone Capital SA Ltd

2012712838

Active

Share Capital Corporation

Canada

Group

Yes

2020, 335 - 8th Avenue SW, Calgary AB T2P 1C9, Canada

1051

UCITS-Emerging Markets Fund

Active

Open-Ended Investment Company (OEIC)

Ireland

Group

No

Earlsfort Terrace, Dublin 2, Ireland

1052

UCITS-Global Estate Fund

Active

Open-Ended Investment Company (OEIC)

Ireland

Group

No

Earlsfort Terrace, Dublin, Ireland

1053

UCITS-Global Value Equity Fund

Active

Open-Ended Investment Company (OEIC)

Ireland

Group

No

Earlsfort Terrace, Dublin, Ireland

1054

UCITS-Large Cap Growth Fund

Active

Open-Ended Investment Company (OEIC)

Ireland

Group

No

Earlsfort Terrace, Dublin, Ireland

1055

UCITS-Large Cap Value Fund

Active

Open-Ended Investment Company (OEIC)

Ireland

Group

No

Earlsfort Terrace, Dublin, Ireland

1056

UK NPD Investments GP Limited

09648750

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

1057

UK PPP Debt Investments Limited

8862481

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

 

Schedule III-23

---

1058

UK PPP Investments GP Limited

09316859

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

1062

Utility Metering Services Limited

03705740

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

1063

Utility Service Partners Private Label of Virginia Inc.

45-2982811

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States

1064

UTILITY SERVICE PARTNERS PRIVATE LABEL, INC.

20-4282684

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County DE 19801, United States

1065

UTILITY SERVICE PARTNERS, INC.

20-0258843

Active

Corporation

United States

Group

Yes

The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, United States Of America

1066

VALUE LOAN MORTGAGE LLC

107-87-51612

Active

Private Company

Korea, Republic of

Group

Yes

(Yeoido-dong, 10F Credit Plaza Bldg.), 4, Gukhoedaero 74-gil, Youngdeungpo-gu, Seoul, Korea, Republic of

1067

Wala Holding 2 Limited

8692223

Active

Limited by Shares

United Kingdom

Group

Yes

2nd Floor, 13 Berkeley Street, London , W1J 8DU , United Kingdom

1068

West Portal Leasing Limited

WK-166995

Active

Exempted Company Limited by Shares

Cayman Islands

Group

Yes

190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands

1069

Winslow Lien Investments, LLC

20-2937224

Active

Limited Liability Company

United States

Group

Yes

c/o CT Corporation, 1209 Orange Street, Wilmington DE 19801, United States

1071

YBR Feeder GP Limited

5532426

Active

Limited by Shares

United Kingdom

Group

Yes

Ropemaker Place, 28 Ropemaker Street, London, EC2Y 9HD, United Kingdom

1072

Yorkton Capital Partners II Inc.

1449995

In Liquidation

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

1073

Yorkton Capital Partners Inc.

1430727

In Liquidation

Share Capital Corporation

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

1074

Yorkton Partners 2001 Fund, LP

BIN 110589777

In Liquidation

Limited Partnership

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

1075

Yorkton Private Equity Limited Partnership

BIN: 101242931

In Liquidation

Limited Partnership

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

1076

Yorkton Private Equity Non-Resident Limited Partnership

BIN: 110078755

In Liquidation

Limited Partnership

Canada

Group

Yes

Brookfield Place, 181 Bay Street, Suite 3100, Toronto ON M5J 2T3, Canada

 

Schedule III-24

---

SCHEDULE IV

OTHER MATERIALS

The “Other Materials” are limited to the materials attached to this Schedule IV.

None.

 

Schedule IV-1

---

SCHEDULE V

EXCLUDED INFORMATION

Excluded Information consists of the items encircled in the attached pages from the Prospectus.

(see attached)

 

Schedule V-1

---

Australian Tax Considerations Taxation of Interest on US$ Notes Payments of principal and interest on the notes will be reduced by any applicable withholding taxes. The issuer trustee is not obligated to pay any additional amounts to the noteholders to cover any withholding taxes, In the opinion of Allen & Overy, Australian tax counsel for the manager, under current Australian tax laws, non-resident noteholders (who do not hold their notes in carrying on a business at or through a permanent establishment in Australia), are not subject to Australian withholding tax on payments of interest where the interest withholding tax exemption under section 128F of the Australian Tax Act applies. In the opinion of Allen & Overy, if an exemption from interest withholding tax under section 128F of the Australian Tax Act does not apply, any withholding tax applying to payments of interest will generally be a final tax and no further amount of Australian tax will be levied. One or more underwriters have agreed with the issuer trustee to offer the US$ notes for subscription or purchase in accordance with certain agreed procedures and conditions contained in the underwriting agreement. It is expected that the issuer trustee will be able to demonstrate that the relevant public offer tests under section 128F will be satisfied in relation to the issuance and sale of the US$ notes if the agreed procedures and conditions contained in the underwriting agreement are complied with. One of these conditions is that the issuer trustee must not know or have reasonable grounds to suspect that a US$ note, or an interest in a US$ note, was being, or would later be. acquired directly or indirectly by any Offshore Associates of the issuer trustee, the capital unitholder or the income unitholder. Accordingly, subject to limited exceptions, Offshore Associates of the issuer trustee, the capital unitholder or the income unitholder should not acquire the US$ notes. See “Australian Tax Matters— Taxation of Interest on US$ Notes—Non-Australian US$ Mote Owners - Interest Withholding Tax’” in the prospectus. Under current tax law, tax may be deducted on payments to an Australian resident noteholder or a non-resident holding the notes at or through a permanent establishment in Australia who does not provide the issuer trustee or intermediary with a tax file number or an Australian business number (where applicable) or proof of an appropriate exemption from quoting such numbers. Taxation of Profit on US$ Notes If a US$ Note Owner is an Australian resident for tax purposes, or a foreign resident acquiring the US$ Notes in carrying on business at or through an Australian permanent establishment, the US$ Note Owner will be assessable on any profit on disposal of the US$ Notes. Under current Australian tax law, non-resident US$ Note Owners who have never held the US$ Notes in carrying on business at or through a permanent establishment in Australia will not be subject to Australian income tax on profits derived from the sale or disposal of the US$ Notes where the profits do not have an Australian source. Prospective noteholders should obtain taxation advice from their own tax advisers in relation to the tax implications of an investment in the notes.

---

PLAN OF DISTRIBUTION Underwriting Under the terms and subject to the conditions contained in the Underwriting Agreement for the US$ Motes (the “Underwriting Agreement”) dated as of October [ ], 2015, among the Issuer Trustee, the Manager, Macquarie Leasing and J.P. Morgan Securities LLC, as the representative of the several Underwriters listed below (the “Underwriters”), the Issuer Trustee has agreed to sell to each of the Underwriters, and each of the Underwriters has agreed to purchase from the Issuer Trustee, the principal amount of the US$ Notes set forth opposite its name below: Principal Amount of: Underwriter Class A-l Notes Class A-2a Notes Class A-2b Notes Class A-3a Notes Class A-3b Notes Citigroup Global Markets Inc [ ] [ ] [ ] [ ] [ ] J. P. Morgan Securities LLC [ ] [ ] [ ] [ ] [ ] Macquarie Capital (USA) Inc. [ ] [ ] [ ] [ ] [ ] ANZ Securities, Inc [ ] [ ] [ ] [ ] [ ] The Underwriting Agreement provides that all classes of Notes must be issued and purchased (or retained by the Depositor or one or more of its affiliates) for any US$ Notes to be issued and purchased by the Underwriters. The Underwriting Agreement also provides that if any Underwriter defaults, the purchase commitments of the non-defaulting Underwriters may be increased or the offering may be terminated, The Class A-4 Notes will be sold in offshore transactions in reliance on Regulation. S under the Securities Act and are not offered hereby. Macquarie Bank has committed that it or Macquarie Leasing will retain a material net economic interest of not less than five percent of the outstanding principal balance of the SMART Receivables as of the Cut-Off Date at least until the Class A Notes have been paid in full. Such retained interest will initially be comprised of the Seller Notes. See “Legal Investment Considerations—European Union (“EU”) Risk Retention and Due Diligence Requirements’’ in this prospectus supplement. The UnderwrIters propose to offer the US$ Notes initially at the public offering prices on the cover page of this prospectus supplement and to selling group members at the public offering prices less a concession not in excess of the amount set forth in the following table, expressed as a percentage of the relative principal balance. The Underwriters and selling group members may reallow a discount not in excess of the amount set forth in the following table to other broker/dealers. After the initial public offering, the Underwriters may vary from time to time the public offering price, selling concessions and reallowances to dealers that are members of the Financial Industry Regulatory Authority, Inc. and other terms of sale under the Underwriting Agreement and under such selling arrangements.

---

Offering Restrictions Australia This prospectus is not a “Product Disclosure Statement” for the purposes of Chapter 7 of the Australian Corporations Act 2001 (Cth) and has not been lodged with the Australian Securities and Investments Commission as a disclosure document under Part 6D.2 of the Australian Corporations Act 200! (Cth). Accordingly, each of the underwriters has severally represented and agreed that it has not offered will not offer, for issue, and has not invited and will not invite applications for the issue of the US$ Notes or offer the US$ Notes for sale or invite offers to purchase the US$ Notes to a person, unless (i) the minimum amount payable to the relevant Underwriter by each person for the US$ Notes (after disregarding any amount paid or payable or lent by the Underwriter or any associate (as determined under sections 10 to 17 of the Australian Corporations Act 2001 (Cth)) of the Underwriter, on acceptance of that offer by that person is at least A$500,000 (calculated in accordance with both section 708(9) of the Australian Corporations Act 2001 (Cth) and regulation 7.1.18 of the Corporations Regulations 2001 (as amended) of the Commonwealth of Australia) (or its equivalent in another currency), or (ii) the offer, invitation or sale otherwise does not require disclosure to investors under Part 6D.2 of the Australian Corporations Act 2001 (Cth), otherwise complies with the Australian Corporations Act 2001 (Cth) and is not made to a person who is a “retail client” with in the meaning of section 761G of the Australian Corporation Act 2001 (Cth). In addition, the Underwriting Agreement contains provisions which require each of the Underwriters to take certain steps in relation to the offering of the US$ Notes so that the Issuer Trustee can establish that it has met the requirements of the Australian Income Tax Assessment Act 1936 (Cth) (see “Australian Tax Matters—Tax Status of the Trust” in the prospectus). General The Notes may not be offered or sold, directly or indirectly, and neither this prospectus supplement and the prospectus nor any form of application, advertisement or other material, may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with all applicable laws and regulations. LEGAL MATTERS Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York, will pass upon certain legal matters with respect to the US$ Notes, including certain U.S. federal income tax matters for Macquarie Management and Macquarie Leasing. Allen & Overy, Sydney, Australia, have passed or will pass upon certain legal matters, including certain Australian tax matters and the enforceability of foreign judgments, with respect to the US$ Notes for Macquaric Management and Macquarie Leasing and have passed or will pass upon some legal matters with respect to the US$ Notes for Perpetual Trustee Company Limited, including the enforceability of foreign judgments against Perpetual Trustee Company Limited. Certain legal matters relating to the US$ Notes will be passed upon for the Underwriters by Mayer Brown LLP, Chicago, Illinois. EXPERTS The consolidated financial statements of Australia and New Zealand Banking Group Limited and its subsidiaries as of September 30, 2014, September 30, 2013 and September 30, 2012 and for each of the years in the three-year period ended September 30, 2014 have been incorporated by reference in this prospectus supplement in reliance upon the reports of KPMG, an independent auditor,

---

One or more underwriters have agreed with the Issuer Trustee to offer the US$ Notes for subscription or purchase in accordance with certain procedures intended to result in the public offer test being satisfied. Under current Australian tax law, the public offer test will not be satisfied if, at the time of issue, the Issuer Trustee knew, or had reasonable grounds to suspect, that the US$ Notes, or an interest in the US$ Notes, was being, or would later be, acquired either directly or indirectly by an Offshore Associate of the Issuer Trustee, the income unitholder of the Trust or the capital unitholder of the Trust, other than in the capacity of a dealer, manager or underwriter in relation to the placement of the US$ Notes, or in the capacity of a clearing house, custodian, funds manager or responsible entity of a registered scheme. The term “Offshore Associate” means an associate (as defined in section 128F(9) of the Australian Tax Act) of an entity that is either: a non-resident of Australia that does not acquire the US$ Notes or an interest in the US$ Notes in carrying on a business in Australia at or through a permanent establishment of the associate in Australia; or a resident of Australia that acquires the US$ Notes or an interest in the US$ Notes in carrying on a business in a country outside Australia at or through a permanent establishment of the associate in that country. The exemption under section 128F also does not apply to interest paid by the Issuer Trustee to an Offshore Associate of the Issuer Trustee, the income unitholder of the Trust or the capital unitholder of the Trust if, at the time of payment of the interest, the Issuer Trustee knows, or has reasonable grounds to suspect, that such person is an Offshore Associate and the Offshore Associate does not receive the payment in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme. Accordingly, the US$ Notes should not be acquired by any Offshore Associate of the Issuer Trustee, the income unitholder of the Trust or the capital unitholder of the Trust, subject to the exceptions referred to above. The Subordinated Notes will not be offered in a manner which satisfies the public offer test in Section 128F and, accordingly, will not have the benefit of the section 128F exemption. In the event that the exemption from interest withholding tax under section 128F does not apply, an exemption or reduction may nonetheless be available in certain circumstances under an applicable double tax agreement (referred to below). Tax Treaty Exemption The Australian government has entered into a number of new or amended double tax agreements (“Tax Treaties’’) with certain countries including the United States of America, the United Kingdom, Switzerland, Norway, Finland, the Republic of France, Japan, the Republic of South Africa and New Zealand (each a “Specified Country”). The Tax Treaties, once in force, may apply to interest derived by a resident of a Specified Country in relation to a US$ Note. Where the Tax Treaties apply, withholding tax applying to interest derived by: the government of the relevant Specified Country and certain governmental authorities and agencies in the Specified Country; and

---

SCHEDULE VI

FORM OF OFFICER’S CERTIFICATES

 

MACQUARIE LEASING PTY LIMITED

OFFICER’S CERTIFICATE

[        ], 20[  ]

Reference is made to the US$ Underwriting Agreement, dated [        ], 20[  ] (the “Underwriting Agreement”) among (i) Perpetual Trustee Company Limited in its capacity as trustee of the SMART ABS Series 2015-3US Trust (the “Issuer Trustee”); (ii) Macquarie Securities Management Pty Limited (the “Manager”); (iii) Macquarie Leasing Pty Limited (“MLPL”); and (iv) [          ], as Underwriter and as Representative of [          ],[          ], and [          ] as the several Underwriters. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement.

The undersigned, [●], in [his][her] capacity as [●] of MLPL, and not in [his][her] personal capacity, hereby certifies that [he][she] has reviewed the Underwriting Agreement, the Time of Sale Information, the Other Materials and the Prospectus and that in relation to MLPL:

 

(a)

the representations and warranties of MLPL contained in the Underwriting Agreement are true and correct on and as of the Closing Date, the representations and warranties of MLPL in the Transaction Documents are true and correct as of the dates as of which they are made therein and MLPL shall have complied with all material agreements and all material conditions on its part to be performed or satisfied hereunder and under the Transaction Documents at or prior to the Closing Date;

 

(b)

since the respective dates as of which information is provided in the Time of Sale Information, the Other Materials and the Prospectus, there has not been any material adverse change or any development involving a likely material adverse change, in or affecting the business, management, financial position, stockholders’ equity or results of operations of MLPL or Macquarie Bank Limited, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Information, the Other Materials and the Prospectus.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

 

Schedule VI-1

---

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above written.

 

 

Schedule VI-2

---

MACQUARIE SECURITIES MANAGEMENT PTY LIMITED

OFFICER’S CERTIFICATE

[        ], 20[  ]

Reference is made to the US$ Underwriting Agreement, dated [        ], 20[  ] (the “Underwriting Agreement”) among (i) Perpetual Trustee Company Limited in its capacity as trustee of the SMART ABS Series 2015-3US Trust (the “Issuer Trustee”); (ii) Macquarie Securities Management Pty Limited (the “Manager”); (iii) Macquarie Leasing Pty Limited (“MLPL”); and (iv) [          ], as Underwriter and as Representative of [          ],[          ] and [          ] as the several Underwriters. Capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement.

The undersigned, [●], in [his][her] capacity as [●] of the Manager, and not in [his][her] personal capacity, hereby certifies that [he][she] has reviewed the Underwriting Agreement, the Time of Sale Information, the Other Materials and the Prospectus and that in relation to the Manager:

 

(a)

the representations and warranties of the Manager contained in the Underwriting Agreement are true and correct on and as of the Closing Date, the representations and warranties of the Manager in the Transaction Documents are true and correct as of the dates as of which they are made therein and the Manager shall have complied with all material agreements and all material conditions on its part to be performed or satisfied hereunder and under the Transaction Documents at or prior to the Closing Date;

 

(b)

since the respective dates as of which information is provided in the Time of Sale Information, the Other Materials and the Prospectus, there has not been any material adverse change or any development involving a likely material adverse change, in or affecting the business, management, financial position, stockholders’ equity or results of operations of the Manager or Macquarie Bank Limited, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Information, the Other Materials and the Prospectus.

 

 

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

 

Schedule VI-3

---

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above written.

 

 

Schedule VI-4

---

SCHEDULE VII

RATING AGENCY INFORMATION

None.

 

Schedule VII

---

SCHEDULE VIII

SELLING CONCESSIONS AND REALLOWANCE DISCOUNTS

 

		Selling   Concessions				Reallowance  Discount
Class A-1 Notes			0.060%				0.030%
Class A-2a Notes			N/A				N/A
Class A-2b Notes			0.177%				0.089%
Class A-3a Notes			0.217%				0.108%
Class A-3b Notes			0.217%				0.108%

 

Schedule VIII

---

Table of Contents

 

1.		PURCHASE AND SALE			4
2.		OFFERING			5
3.		DELIVERY AND PAYMENT			5
4.		REPRESENTATIONS, WARRANTIES AND COVENANTS BY UNDERWRITERS			6
5.		REPRESENTATIONS AND WARRANTIES OF THE MACQUARIE PARTIES AND THE ISSUER TRUSTEE			9
6.		COVENANTS AND AGREEMENTS BY THE MANAGER, MLPL AND THE ISSUER TRUSTEE			19
7.		CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS			24
8.		INDEMNIFICATION AND CONTRIBUTION			27
9.		TERMINATION			31
10.		EFFECTIVENESS OF AGREEMENT; DEFAULT OF UNDERWRITERS			31
11.		EXPENSES			32
12.		CONSENT TO JURISDICTION; APPOINTMENT OF AGENT TO ACCEPT SERVICE OF PROCESS			32
13.		FOREIGN TAXES			33
14.		WAIVER OF IMMUNITIES			33
15.		JUDGMENT CURRENCY			34
16.		COMPUTATIONAL MATERIALS, ABS INFORMATIONAL MATERIALS AND ELECTRONIC COPY OF PRELIMINARY PROSPECTUS			34
17.		CERTAIN MATTERS RELATING TO THE ISSUER TRUSTEE			35
18.		SUCCESSORS			36
19.		ACTIONS BY REPRESENTATIVE; NOTICES			36
20.		ABSENCE OF FIDUCIARY RELATIONSHIP			37
21.		COUNTERPARTS			37
22.		INVESTMENT IN THE US$ NOTES			37
23.		AMENDMENTS; WAIVERS			37
24.		HEADINGS			38
25.		SEVERABILITY			38
26.		GOVERNING LAW			38
27.		WAIVER OF JURY TRIAL			38

 

-i-

---

Schedule I		Purchase Commitments
Schedule II		List of Section 128F(9) Associates of the Issuer Trustee
Schedule III		List of Section 128F(9) Associates of the Macquarie Parties
Schedule IV		Other Materials
Schedule V		Excluded Information
Schedule VI		Forms of Officer’s Certificates
Schedule VII		Rating Agency Information
Schedule VIII		Selling Concessions and Reallowance Discounts

 

-ii-