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Signatories

MACQUARIE SECURITIES MANAGEMENT PTY LIMITED, ABN 26 003 435 443 a company incorporated in the State of New South Wales and having an office at No. 1 Martin Place, Sydney (hereinafter included in the expression the Manager); and

PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007 of Level 12, Angel Place, 123 Pitt Street, Sydney, NSW 2000 (hereinafter included in the expression the Trustee).

It is intended by this Deed to provide for the establishment of an initial Series Trust and for the possible future establishment of further Series Trusts, to be collectively known as the SMART ABS Trusts (or such other name as may from time to time be agreed between the Trustee and Manager, subject to any approvals required by law).

The Trustee and the Manager have agreed to act as trustee and manager respectively of each Series Trust on the terms and conditions of this Deed and the Series Supplement relating to that Series Trust.

DEFINITIONS AND INTERPRETATION

Definitions

has the meaning given to that term in the Series Supplement in relation to that Series Trust; or

if that term is not defined in the Series Supplement in relation to that Series Trust, means an event which materially and adversely affects the amount of any payment to be made to any Investor (to the extent that it affects any Investor in respect of that Series Trust, other than any Nominated Seller in relation to that Series Trust and any Related Body Corporate of any Nominated Seller) or materially and adversely affects the timing of such payment.

the accounting standards from time to time made by the Australian Accounting Standards Board under the Corporations Act;

the requirements of the Corporations Act in relation to the preparation and content of financial records; and

generally accepted accounting principles and practices in Australia, consistently applied, except where inconsistent with the standards or requirements referred to in paragraphs (a) or (b).

in relation to a Series Trust, all assets and property, real and personal (including choses in action and other rights), tangible and intangible, present or future, held by the Trustee as trustee of the Series Trust from time to time; and

in relation to an Other Trust, all assets and property, real and personal (including choses in action and other rights), tangible and intangible, present or future, held by the Trustee as trustee of the Other Trust from time to time.

in relation to the Trustee, a director, secretary or any person whose title contains the word or words “manager”, “chief executive officer” or “counsel” or a person performing the functions of them;

in relation to a Nominated Seller or a Nominated Servicer, any person appointed by a Nominated Seller or a Nominated Servicer to act as an Authorised Officer of that Nominated Seller or of that Nominated Servicer for the purposes of the Transaction Documents; and

in relation to the Manager, any person appointed by the Manager to act as an Authorised Officer of the Manager for the purposes of the Transaction Documents.

a resolution passed at a meeting of the Investors, the Noteholders, the Class or Sub-Class of Noteholders, the Unitholders or the Class of Unitholders (as the case may be) convened and held in accordance with Clause 26 by a majority consisting of not less than three quarters of the votes cast thereat; or

a resolution in writing pursuant to Clause 26.14 signed by all the Investors, the Noteholders, the Class or Sub-Class of Noteholders, the Unitholders or the Class of Unitholders (as the case may be).

the first Financial Year of a Series Trust is the period commencing on the date of the constitution of the Series Trust and ending on the next succeeding 30th day of June or the last day of the then current period which is the year of income of the Series Trust for the purposes of the Tax Act; and

the last Financial Year of a Series Trust is the period to the date of termination of the Series Trust from the immediately preceding 1st day of July or the commencement of the then year of income of the Series Trust for the purposes of the Tax Act.

an order is made that the body corporate be wound up;

a liquidator, provisional liquidator, controller (as defined in the Corporations Act) or administrator is appointed in respect of the body corporate or a substantial portion of its assets whether or not under an order;

except to reconstruct or amalgamate on terms reasonably approved by the Trustee (or in the case of a reconstruction or amalgamation of the Trustee, on terms reasonably approved by the Manager), the body corporate enters into, or resolves to enter into, a scheme of arrangement, deed of company arrangement or composition with, or assignment for the benefit of, all or any class of its creditors;

the body corporate resolves to wind itself up, or otherwise dissolve itself, or gives notice of its intention to do so, except to reconstruct or amalgamate on terms reasonably approved by the Trustee (or in the case of a reconstruction or amalgamation of the Trustee, except on terms reasonably approved by the Manager) or is otherwise wound up or dissolved;

the body corporate is or states that it is insolvent;

as a result of the operation of section 459F(1) of the Corporations Act, the body corporate is taken to have failed to comply with a statutory demand;

the body corporate takes any step to obtain protection or is granted protection from its creditors, under any applicable legislation;

any writ of execution, attachment, distress or similar process is made, levied or issued against or in relation to a substantial portion of the body corporate’s assets and is not satisfied or withdrawn or contested in good faith by the body corporate within 21 days; or

anything analogous or having a substantially similar effect to any of the events specified above happens under the law of any applicable jurisdiction.

all fees payable to the Manager, the Trustee and a Nominated Servicer for the Series Trust, in accordance with this Deed and the Series Supplement for the Series Trust;

all amounts referred to in Clause 16.11 relating to the Series Trust;

all other amounts which the Manager, a Nominated Seller or a Nominated Servicer for the Series Trust, or any other person, is entitled to be paid, reimbursed or indemnified for by the Trustee or out of the Series Trust under this Deed or the Series Supplement for the Series Trust; and

the principal amount of, and any interest, charges and other amounts under, any Borrowing by the Trustee as trustee of the Series Trust.

a Series Trust in respect of which one or more Rating Agencies have been appointed to rate the Notes and to a specific event or circumstance, means that the Manager or (in relation to Clause 20.4(a) only) Macquarie Leasing Pty Limited has confirmed in writing to the Trustee (as trustee of that Series Trust) that the Manager or (in relation to Clause 20.4(a) only) Macquarie Leasing Pty Limited has notified the Rating Agencies in relation to that Series Trust (and, in the case of paragraph (ii) below, the Rating Agencies in relation to all Series Trusts in existence at the relevant time) of that event or circumstance, as applicable, and that the Manager or (in relation to Clause 20.4(a) only) Macquarie Leasing Pty Limited is satisfied in its discretion and on a reasonable basis that that event or circumstance will not result:

in a reduction or withdrawal of any ratings then assigned by the Rating Agencies in relation to that Series Trust to the Notes issued by the Trustee in its capacity as trustee of that Series Trust; or

where the context requires, in a reduction or withdrawal of any ratings then assigned to any Notes issued by the Trustee in its capacity as trustee of each Series Trust in existence at the relevant time by the Rating Agencies appointed to rate such Notes; and

a Series Trust in respect of which no Rating Agencies have been appointed to rate the Notes, means that the Manager or (in relation to Clause 20.4(a) only) Macquarie Leasing Pty Limited has confirmed to the Trustee that the Rating Notification concept is not relevant.

a person appointed as a proxy for an Investor pursuant to Clause 26.8; and

without limiting the generality of paragraph (a), in the case of an Investor which is a body corporate, a person appointed pursuant to Clause 26.9 by the Investor.

the date which is 80 years after the date of the constitution of the Series Trust in accordance with this Deed;

the date on which the Series Trust terminates by operation of statute or by the application of general principles of law; and

the date upon which the Series Trust terminates in accordance with this Deed or its Series Supplement.

a Series Trust which is a Warehouse Trust, the Termination Date for that Series Trust; and

a Series Trust which is not a Warehouse Trust, the earliest of the following dates to occur in relation to that Series Trust:

the date which is 80 years after the date of the constitution of that Series Trust in accordance with the Trust Creation Deed or the Series Supplement (as applicable) for that Series Trust and the Master Trust Deed;

the date on which that Series Trust terminates by operation of statute or by the application of general principles of law, including as a result of any change in any statute or law; and

the Termination Payment Date as defined in the Series Supplement relating to that Series Trust.

this Deed;

the Master Sale and Servicing Deed;

the Trust Creation Deed (if any) relating to the Series Trust;

the Series Supplement relating to the Series Trust;

each document (if any) setting out the terms of any Support Facility relating to the Series Trust;

the Security Trust Deed (if any) relating to the Series Trust;

the Dealer Agreement (if any) relating to the Series Trust;

any other document that is specified as a Transaction Document in the Series Supplement relating to the Series Trust; and

any other document which is agreed by the Manager and the Trustee to be a Transaction Document in relation to the Series Trust.

Interpretation

a reference to this Deed includes the Recitals and Schedules;

a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

a reference to a section of a statute, ordinance, code or other law includes any consolidation, amendment, re-enactment or replacement of that section;

the singular includes the plural and vice versa and words denoting a gender include all other genders;

the word person includes an individual, a body politic, a corporation and a statutory or other authority or association (incorporated or unincorporated);

a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) and assigns;

the word corporation means any body corporate wherever formed or incorporated including, without limiting the generality of the foregoing, any public authority or any instrumentality of the Crown;

where a word or phrase has a defined meaning any other part of speech or grammatical form in respect of such word or phrase has a corresponding meaning;

a reference to any thing (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of persons is a reference to any one or more of them;

if an act prescribed under this Deed to be done by a party on or by a given day is done after 5.30 p.m. on that day, it is to be taken to be done on the following day;

references to time are references to Sydney time;

the expression certified by a corporation or person means certified in writing by two Authorised Officers of the corporation or by that person respectively and certify and like expressions will be construed accordingly;

a reference to extinguish includes a reference to rights and interests being surrendered and released;

a reference to a month is to a calendar month;

a reference to wilful default in relation to the Trustee, the Security Trustee or the Manager means, subject to Clause 1.2(p), any wilful failure to comply with or wilful breach by the Trustee, the Security Trustee or the Manager (as the case may be) of any of its obligations under any Transaction Document, other than a failure or breach which:

arises as a result of a breach of a Transaction Document by a person other than:

the Trustee, the Security Trustee or the Manager (as the case may be); or

any other person referred to in Clause 1.2(p) in relation to the Trustee, the Security Trustee or the Manager (as the case may be); and

the performance of the action (the non-performance of which gave rise to such breach) is a precondition to the Trustee, the Security Trustee or the Manager (as the case may be) performing the said obligation;

is in accordance with a lawful court order or direction or required by law; or

is in accordance with any proper instruction or direction of the Investors given at a meeting convened under this Deed;

a reference to the fraud, negligence or wilful default of the Trustee, the Security Trustee or the Manager means the fraud, negligence or wilful default of the Trustee, the Security Trustee or the Manager (as the case may be) and of its officers, employees, agents and any other person where the Trustee, the Security Trustee or Manager (as the case may be) is liable for the relevant acts or omissions of such other person under the terms of any Transaction Document;

subject to Clause 24.3, each party will only be considered to have knowledge or awareness of, or notice of, a thing or grounds to believe anything by virtue of the officers of that party (or any Related Body Corporate of that party) which have the day to day responsibility for the administration or management of that party’s (or a Related Body Corporate of that Party’s) obligations in relation to a Series Trust or an Other Trust having actual knowledge, actual awareness or actual notice of that thing, or grounds or reason to believe that thing (and similar references will be interpreted in this way). In addition, notice, knowledge or awareness of a Manager Default or Trustee Default means notice, knowledge or awareness of the occurrence of the events or circumstances constituting a Manager Default or Trustee Default (as the case may be);

a reference to this Deed or any other deed, agreement, document or instrument includes respectively this Deed or such other deed, agreement, document or instrument as amended, novated, supplemented or replaced from time to time;

a reference to the close of business on any day is a reference to 5.00 p.m. on that day;

a reference to a Clause or a Schedule is a reference to a Clause or a Schedule of this Deed;

headings and footnotes are inserted for convenience and do not affect the interpretation of this Deed; and

a reference to A$, AUD or (unless the context specifies otherwise) $ is a reference to Australian dollars.

Series Supplements

(Series Supplement only applies to its Series Trust): The provisions contained in any Series Supplement apply only in relation to the Series Trust to which it relates.

(Variation of this Deed): A Series Supplement may vary or amend the terms of this Deed in respect of the Series Trust to which the Series Supplement relates. Such a variation or amendment to the terms of this Deed by a Series Supplement does not constitute an amendment, addition or revocation of a provision of this Deed for the purpose of Clause 25.

(Series Supplement paramount in respect of Series Trust to which it applies): If there is any conflict between the provisions of a Series Supplement relating to a Series Trust and the provisions of this Deed, the provisions of the Series Supplement prevail over the provisions of this Deed in respect of the Series Trust.

Business Day

APPOINTMENT OF TRUSTEE AND MANAGER

Appointment of Trustee

Appointment of Manager

DECLARATION OF TRUST AND CONSTITUTION OF THE SERIES TRUSTS

Declaration of Trust

Date of constitution of first Series Trust

Date of constitution of additional Series Trusts

(Series Supplement): the execution of a Series Supplement relating to that Series Trust by the Trustee, the Manager and each Nominated Servicer and each Nominated Seller for that Series Trust; or

(Trust Creation Deed): the execution of a Trust Creation Deed relating to that Series Trust by the Trustee,

Name of Series Trusts

commence with the words “SMART ABS Series” and will be followed by the year in which the particular Series Trust was created, the number and order of Series Trusts created in that year, any suffix which the Manager deems to be appropriate and the word “Trust” (for example, the SMART ABS Series 2013-1US Trust); or

be such other name as may be specified by the Manager or the Trustee upon the constitution of the relevant Series Trust (including without limitation by such specification being contained in the Series Supplement or Trust Creation Deed which constitutes the relevant Series Trust).

No limit to number of Series Trusts

Commencement and termination of Series Trusts

(Commencement): Each Series Trust commences on the date of its constitution as referred to in this Deed.

(Termination): Each Series Trust ends on its Termination Event Date.

Manager Must Deliver Proposed Trust Creation Deed to Trustee

Execution of the Trust Creation Deed

Purpose of the Series Trust

(Assets): acquiring (and disposing of) Approved Financial Assets, and acquiring (and disposing of) Authorised Short-Term Investments, in accordance with the Transaction Documents;

(Notes and Units): issuing (and redeeming) the Notes and the Units in accordance with the Transaction Documents; and

(Transaction Documents): entering into, performing its obligations and exercising its rights under and taking any action contemplated by any of the Transaction Documents (as amended from time to time and including any additional Transaction Documents entered into in accordance with this Deed from time to time),

UNITS IN A SERIES TRUST

Beneficial interest in a Series Trust divided into Units

Nature of a Unit

Units may be divided into Classes

Rights and entitlements of Units

Restrictions on Units

Distributions to Unitholders

SERIES SUPPLEMENT

Contents of Series Supplement – mandatory

(Nominated Seller): the Nominated Seller or Nominated Sellers (if any) for the Series Trust;

(Approved Financial Assets): the nature of any Approved Financial Assets which may be acquired by the Trustee as trustee of the Series Trust from a Nominated Seller or from the Trustee as trustee of a Disposing Trust, including:

the procedures and means for acquiring such Approved Financial Assets;

the terms and conditions relating to the acquisition of such Approved Financial Assets;

the methodology for calculating and paying the consideration payable by the Trustee for any Approved Financial Assets that may be acquired by the Trustee;

any warranties and undertakings to be given to the Trustee as trustee of the Series Trust in connection with such Approved Financial Assets;

any conditions precedent that must be satisfied prior to any acquisition of such Approved Financial Assets; and

any rights or obligations that a Nominated Seller may have to repurchase such Approved Financial Assets;

(Nominated Servicer): a Nominated Servicer or Nominated Servicers (if any) of any Approved Financial Assets that may be acquired by the Trustee (who may be a Nominated

Seller, the Manager, the Trustee, any other person or any combination of the foregoing) and the terms and conditions relating to the appointment of a Nominated Servicer;

(Notes): the details in relation to any Notes that the Manager proposes to be issued by the Trustee as trustee of the Series Trust including:

whether any of the Notes will constitute a Class or Sub-Class separate from any other Notes to be issued by the Trustee as trustee of the Series Trust;

the total number and the name of the Notes and, if the Notes are divided into more than one Class or Sub-Class, the number and the name of the Notes in each Class or Sub-Class (or, if such number is not specified in the Series Supplement, the means for determining such number);

the total principal amount of the Notes and, if the Notes are divided into more than one Class or Sub-Class, the principal amount of each Class or Sub-Class (or, if the foregoing is not specified in the Series Supplement, the means for determining the foregoing);

the proposed issue date of the Notes;

each date (if any) for the payment of Interest Entitlements on the Notes;

the rate of interest (if any) on the Notes (which may be fixed, variable or determined by a stated method);

each date for the repayment of part or all of the Principal Entitlements on the Notes;

the amount (or the method of calculating the amount) of principal to be repaid on the Notes on each Principal Payment Date;

any preferred, deferred or special rights or restrictions applying to the Notes, whether with regard to the payment of interest, the payment of principal, voting, the division into Classes or Sub-Classes or otherwise; and

any other terms or restrictions applying to the Notes;

(Security Trust Deed): whether there will be any Security Trust Deed in relation to the Series Trust;

(Support Facilities): the details of any initial Support Facilities to be entered into in relation to the Series Trust;

(Order of distribution of available funds): the provisions relating to the distribution, and the order of priority for the distribution, of the available funds of the Series Trust to meet its Liabilities;

(Termination of the Series Trust): the provisions relating to the termination of the Series Trust and the liquidation and realisation of the Assets of the Series Trust by the Trustee upon its termination;

(Fees and expenses): any fees, expenses and other amounts payable to the Trustee, any Nominated Seller, any Nominated Servicer and the Manager in relation to the Series Trust; and

(Any other matter): any other matter that must be included in the Series Supplement pursuant to this Deed.

Contents of Series Supplement – optional

(Rights and obligations of Nominated Seller, Nominated Servicer, Manager and the Trustee): any rights or obligations of any Nominated Seller, any Nominated Servicer, the Manager and the Trustee relating to the Series Trust;

(Other trusts): the provisions relating to any other trust where the Trustee holds or may hold an interest in any Approved Financial Assets partly as Trustee for the Series Trust and partly as trustee of the other trust (in addition to any other property that the Trustee may hold as trustee of the other trust) and the provisions regulating the holding of such interest between the Series Trust and the other trust;

(Other matters in this Deed): any other matter that this Deed provides or contemplates may be in a Series Supplement; and

(Other matters desired by Manager): any other matter that the Manager and the Trustee agree should be included in the Series Supplement.

Manager must deliver proposed Series Supplement to Trustee

The Manager must deliver to the Trustee a draft of the Series Supplement relating to a Series Trust no later than the delivery of that draft Series Supplement to the Rating Agencies.

The Manager must deliver to the Trustee the execution copy of such draft Series Supplement at least five Business Days (or such other period agreed to by the Trustee) prior to the proposed date of execution of the Series Trust accompanied by a written direction by the Manager to the Trustee to execute the Series Supplement.

If the Trustee executes the execution copy of such draft Series Supplement without first having received a written direction from the Manager to do so and/or without having received a draft of the Series Supplement or the execution copy of the Series Supplement within the time required by this Clause 5.3, the Trustee is taken to have agreed with the Manager to waive the requirements of this Clause 5.3 to the extent that they apply to the relevant Series Trust.

Execution of the Series Supplement

NOTES

Acknowledgement of indebtedness

Terms of Notes

Payment entitlement of Noteholders

No limit on Notes

Issue not requiring disclosure to Investors under the Corporations Act

Minimum denomination of Notes

Notes not invalid if issued in breach

Location of Notes

No discrimination between Noteholders

LIMITS ON RIGHTS OF INVESTORS

Limitation on entitlement of Investors

(Interfere with Trustee etc): interfere with or question the exercise or nonexercise of the rights or powers of any Nominated Seller, any Nominated Servicer, the Manager or the Trustee in their dealings with any Series Trust or any Asset of any Series Trust;

(Require transfer of Assets of a Series Trust): require the transfer to it of any Asset of any Series Trust;

(Attend meetings concerning Trustee’s property): attend meetings, take part in or consent to any action concerning any property or corporation in which the Trustee holds an interest;

(Exercise rights in respect of Assets of a Series Trust): exercise any rights, powers or privileges in respect of any Asset of any Series Trust;

(Lodge caveats): lodge with a Governmental Agency or any person any caveat or other notice whether under the provisions of any legislation of a State or Territory of the Commonwealth of Australia or otherwise to:

forbid (either conditionally or absolutely) the registration of any person as transferee or proprietor of or any instrument affecting any Asset of any Series Trust; or

claim any estate or interest in any Asset of any Series Trust;

(Negotiate with persons in respect of Approved Financial Assets etc): negotiate or communicate in any way with any person in respect of any Approved Financial Assets of any Series Trust or with any person providing a Support Facility to the Trustee in respect of such Support Facility or in respect of any Series Trust;

(Wind-up): seek to wind up or terminate any Series Trust;

(Seek to remove Trustee, etc): seek to remove the Manager, the Trustee or any Nominated Servicer;

(Take proceedings): take any proceedings of any nature whatsoever in any court or otherwise or to obtain any remedy of any nature (including, without limitation, against the Trustee, the Manager, any Nominated Seller or any Nominated Servicer or in respect of any Series Trust or any Asset of a Series Trust). However, an Investor in relation to a Series Trust is entitled to compel the Trustee or the Manager to comply with their respective duties and obligations under this Deed and the corresponding Series Supplement to the Investor. If a Noteholder in relation to a Series Trust is entitled to the benefit of a Security Trust Deed in relation to the Series Trust, the Noteholder is also entitled to compel the Security Trustee to comply with its duties and obligations under that Security Trust Deed;

(Have recourse to Trustee or Manager personally): any recourse whatsoever to the Trustee or the Manager in its personal capacity, except to the extent of any fraud, negligence or wilful default on the part of the Trustee or the Manager (respectively); or

(Have recourse to Nominated Seller or Nominated Servicer): any recourse whatsoever to any Nominated Seller or Nominated Servicer in respect of a breach by a Nominated Seller or a Nominated Servicer of their respective obligations and duties under a Series Supplement.

Subordination of Unitholder’s interest to Noteholder Entitlement

Further limit on interest of Noteholders

(No interest in Assets of Series Trusts): A Noteholder in relation to a Series Trust is only a Creditor of the Trustee in its capacity as trustee of the Series Trust to the extent of the Notes held by that Noteholder and is not entitled to any beneficial or, subject to any applicable Security Trust Deed, other interest in any Assets of the Series Trust.

(No interest in other Series Trusts): A Noteholder in relation to a Series Trust does not have an interest in any other Series Trust or any Other Trust or in any Assets of any other Series Trust or of any Other Trust.

No other relationship

Investors bound by this Deed

Investors not liable

Covenant not to claim against Investors

PROCEDURE FOR THE ISSUE OF NOTES

Issue of Notes

Manager’s power to negotiate terms of Notes

(Negotiate): negotiate the terms and conditions of the issue of Notes; and

(Direct Trustee to issue): direct the Trustee to issue Notes on those terms and conditions.

Dealer Agreement

(Trustee satisfied as to certain matters): the Trustee (or the Manager on its behalf) is satisfied that the matters referred to in this Deed or the Series Supplement for the Series Trust to be done on or prior to the date of issue of the Notes have occurred prior to the date of the commitment to issue Notes; or

(Arrangements made): arrangements have been entered into so that the Trustee (or the Manager on its behalf) is satisfied that the matters referred to in paragraph (a) will occur prior to the date of issue of the Notes.

Further issues subject to Rating Notification

Issue of unrated Notes

Issue of Notes

(Subscription): the receipt by the Trustee of a duly completed and executed subscription form (in the form specified in the relevant Dealer Agreement) in respect of the proposed Note by the subscriber of that Note;

(Subscription proceeds): the receipt by the Trustee, or as it may otherwise direct, of the subscription proceeds for that proposed Note in cleared and immediately available funds; and

(Entry in the Register): the entry in the Register of the subscriber as the initial Noteholder of that Note.

Independent Investigation of credit

(Assume Noteholders made own investigations): The Trustee and the Manager shall be entitled to assume that each Noteholder has, independently and without reliance on the Trustee, the Manager or any other Noteholder, and based on documents and information as each has deemed appropriate, made its own investigations in relation to the Notes, the

Trustee, the Manager and the provisions of this Deed and any other Transaction Document and has not entered into any Transaction Document as a result of any inducement from the Trustee or the Manager.

(Noteholders will make own decisions): Each Noteholder agrees that it will, independently and without reliance on the Trustee, the Manager or any other Noteholder, and based on documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions as to all matters relating to this Deed and any other Transaction Document.

REGISTER

Establishment of Register

Details on Register

(Name of Series Trust): the name of the Series Trust;

(Name and address of Investors): the name and address of each holder of a Note or Unit in respect of the Series Trust as notified to the Trustee by the relevant Investor;

(Number of Notes and Units): the number of Notes of each Class or Sub-Class held by each Noteholder and the number of Units of each Class held by each Unitholder;

(Date entered on Register): the date on which each Investor was first registered in the Register as a Noteholder or Unitholder in respect of the Notes or Units held by him or her;

(Date ceases to be Investor): the date on which any person ceases to be an Investor;

(Payment details): the account to which any payments to an Investor are to be made (if applicable);

(Payment record): a record of each payment in respect of Notes and Units in relation to the Series Trust;

(Series Supplement): such information as is required to be entered in the Register pursuant to the corresponding Series Supplement; and

(Other particulars): such other particulars that the Manager or the Trustee considers to be desirable and, in the case of the Manager, as it directs the Trustee in writing to include in the Register.

Correctness of the Register

Notification of change by Investors

Inspection of the Register

Copy of Register for Manager

Closure of the Register

Closed to calculate Investor Entitlements

Non-recognition of equitable interests

Appointment of third party registrar

(Third party not Austraclear): such person is not Austraclear and the Trustee reasonably believed that the person was competent to perform the obligations in relation to the keeping of the Register imposed by this Deed; or

(Third party is Austraclear): such person is Austraclear.

Manager to provide information

Conclusiveness of Register

Rectification of Register

(Entry omitted): an entry is omitted from the Register;

(Entry made otherwise than in accordance with this Deed): an entry is made in the Register otherwise than in accordance with this Deed;

(Wrong entry exists): an entry wrongly exists in the Register;

(Error or defect exists in Register): there is an error or defect in any entry in the Register; or

(Default made): default is made or unnecessary delay takes place in entering in the Register that any person has ceased to be the holder of Notes or Units,

TRANSFER OF NOTES AND UNITS

No restriction on Transfer

Form of Transfer

Execution of Transfer

Restrictions on Transfer

(Excluded offer): the offer or invitation to the proposed transferee by the Noteholder or the Unitholder (as the case may be) in relation to the Notes or Units (as the case may be) does not require disclosure to investors pursuant to sections 707 and 708 of the Corporations Act; and

(Transfer complies with Series Supplement): the transfer would not otherwise breach any restriction on transfer for the Notes or Units (as the case may be) contained in the relevant Series Supplement or the Trust Creation Deed (if any).

Trustee may refuse to register

(Not duly completed): if it is not duly completed, executed and (if necessary) stamped;

(Does not comply): it contravenes or fails to comply with the terms of this Deed or the Series Supplement or the Trust Creation Deed (if any) relating to the Notes or Units (as the case may be); or

(Contravention of law): the transfer would result in a contravention of or failure to observe the provisions of a law of a State or Territory of the Commonwealth of Australia, or of the Commonwealth of Australia.

Trustee not bound to give reasons

Registration of transferee as Investor

No Transfer if Register closed

Rights and obligations of transferee

(Transferor’s rights): all the rights which the transferor previously had; and

(Obligations of Investor): all the obligations of an Investor as provided by this Deed and the corresponding Series Supplement as if the transferee was originally a party to this Deed and the Series Supplement.

Receipt of Transfers

Transfer received when Register closed

Issue of Certificate

Execution of Certificate

Worn out or lost Certificate

Payments to transferee

Reliance on documents

Specimen signatures

Persons entitled on transmission

Registration on transmission

Notice of election

Rights of transmittee prior to registration

ACCOUNTS

Separate Accounts for each Series Trust

Additional Accounts

Comply with requirements of Series Supplement

Identifying name of Account

Restricted use of Account

Operation of Account

Nominated Servicer and Nominated Seller not to deal with Accounts

Manager has No Right of Set-Off

Payment of moneys into Account

(Initial settlement): moneys paid to the Trustee in initial settlement and constitution of the Series Trust;

(Subscription moneys): all subscription moneys raised in respect of the Notes and the Units and other moneys deposited with the Trustee in respect of the Series Trust, except where such moneys are to be applied on the same day in the acquisition of Assets of the Series Trust, in which case the Trustee must see to that application;

(Proceeds): all proceeds of the Assets of the Series Trust;

(Money under Support Facilities): all moneys received under all Support Facilities (if any) in respect of the Series Trust; and

(Other money): all other moneys received by the Trustee in respect of the Series Trust.

Withdrawals

(Purchasing Assets of the Series Trust): purchasing Assets of the Series Trust in compliance with this Deed and the corresponding Series Supplement and making payments required in connection with Assets of the Series Trust;

(Paying parties to Transaction Documents): making payments to itself, the Manager, a Nominated Servicer, a Nominated Seller, the Security Trustee and the Custodian and to any other persons of amounts entitled to be paid to or retained by them under this Deed and the other Transaction Documents for the Series Trust;

(Paying Investors): making payments to the Investors in relation to the Series Trust in accordance with this Deed and the corresponding Series Supplement; and

(Other payments): making any other payments permitted or contemplated by this Deed, the corresponding Series Supplement and the other Transaction Documents for the Series Trust.

INVESTMENT OF TRUST FUNDS

Principal investment policy

Investment proposals

(Manager’s investment proposals): The Manager may from time to time give to the Trustee a written proposal for the acquisition of the Assets of a Series Trust and for the sale, transfer, exchange or other realisation of or dealing with the Assets of a Series Trust and must give to the Trustee all directions as the Trustee may reasonably require in relation to all such matters.

(Trustee must implement investment proposals): If:

the Trustee receives any such written proposal in writing from the Manager in relation to a Series Trust;

the Trustee is satisfied (acting reasonably) that the action referred to in the proposal is in accordance with this Deed and the corresponding Series Supplement;

the Trustee is satisfied that all conditions precedent in the Transaction Documents relating to the Series Trust (if any) have been met; and

the Manager’s proposal relates to the Approved Financial Assets of the Series Trust or to an Authorised Short-Term Investment of the Series Trust,

(Discretion): The Manager has the fullest discretion to recommend in the proposal the time and mode of and the broker, contractor or agent (if any) to be engaged for the implementation of the proposal including the right to recommend a postponement for so long as the Manager in its discretion thinks fit.

Maturity of Authorised Short-Term Investments

Limitation on acquisition of Authorised Short-Term Investments

No sale of Authorised Short-Term Investments prior to their maturity date

(Rating Notification): the sale occurs because the Authorised Short-Term Investment, or the issuer in respect thereof, no longer has at least the Required Credit Rating for the Series Trust and the Manager has issued a Rating Notification in relation to the sale; or

(No loss will be suffered): the sale of the Authorised Short-Term Investment will not result in a loss being suffered by the Series Trust; or

(Sale not prejudicial): the sale is not, in the opinion of the Manager, prejudicial to the interests of the Investors referable to the Series Trust.

Voting rights of investments

(Trustee must exercise in accordance with Manager’s directions): Subject to this Deed, the Trustee must in relation to each Series Trust, exercise all voting rights conferred by the Assets of that Series Trust in the manner the Manager directs from time to time. At the request and expense of the Manager, the Trustee must execute, deliver and appoint or cause to be executed, delivered and appointed the necessary proxies, attorneys and representatives to enable the Manager or its nominees to exercise such voting rights.

(No responsibility for votes not cast): Subject to this Deed, neither the Manager nor the Trustee nor any holder of any proxy or power of attorney referred to in Clause 12.6(a) is liable or responsible for any vote cast or not cast including, without limitation, in connection with the management of any entity in which the Assets of any Series Trust are held.

Assets and Liabilities of Series Trust

No aggregation of Liabilities

(Aggregated with other Liabilities): aggregate the Liabilities of a Series Trust with the Liabilities of any other Series Trust; or

(Offset against other Assets of the Series Trust): set-off the Liabilities of a Series Trust against any other Assets of the Series Trust, other than the Assets of the Series Trust to which those Liabilities relate.

Designation and discharge of Liabilities

No mixture of Assets

No co-mingling

Other Trusts

Transfer of Risk

INCOME AND CAPITAL OF A SERIES TRUST

Determination of Net Accounting Income

(Net Accounting Income): the net income of a Series Trust in respect of each Financial Year of the Series Trust and may determine whether any receipt, profit, gain, payment, loss, outgoing, provision or reserve or any sum of money or investment in a Financial Year is or is not to be treated as being on income or capital account of the Series Trust (including treating the transfer of amounts from the capital of the Series Trust as income of the Series Trust for any purpose); and

(Provisions and reserves): whether and the extent to which any provisions and reserves need to be made for the Financial Year.

Determination of Net Tax Income

Manager to make allocations

REPRESENTATIONS AND WARRANTIES

General representations and warranties

(Due incorporation): it has been duly incorporated as a company limited by shares in accordance with the laws of its place of incorporation and is validly existing under those respective laws and has power and authority to carry on its business as it is now being conducted;

(Power to enter and observe this Deed): it has power to enter into and observe its obligations under this Deed;

(Authorisations): it has in full force and effect the authorisations necessary to authorise its execution, delivery and performance of this Deed;

(Obligations enforceable): its obligations under this Deed are valid, binding and enforceable against it in accordance with their terms subject to stamping and any necessary registration except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganisation, moratorium or trust or general principles of equity or other similar laws affecting creditors’ rights generally;

(This Deed does not contravene constituent documents): this Deed does not contravene its constituent documents or any law, regulation or official directive or any of its obligations or undertakings by which it or any of its assets are bound or cause a limitation on its powers or the powers of its directors to be exceeded;

(Not trustee): (represented and warranted by the Manager only) it does not enter into this Deed in the capacity of a trustee of any trust or settlement; and

(No Insolvency Event): no Insolvency Event has occurred and is subsisting in respect of it.

Repetition of representations and warranties

MANAGER’S DUTIES AND UNDERTAKINGS

Manager’s general duty

Manager’s covenants

(Use reasonable endeavours to conduct business properly): use all reasonable endeavours to carry on and conduct its business to which its obligations and functions under this Deed and the other Transaction Documents relating to the Series Trust pertain in a proper and efficient manner;

(Do all necessary things): do everything and take all such actions which are necessary (including, without limitation, obtaining and complying with all material authorisations, licences and approvals and laws as are appropriate) to ensure that it and the Trustee in respect of the Series Trust are able to exercise all their respective powers and remedies and perform all their respective obligations under this Deed and the other Transaction Documents relating to the Series Trust and all other deeds, agreements and other arrangements entered into by the Manager and the Trustee pursuant to this Deed or any of such other Transaction Documents except all necessary actions that the Trustee is obliged to perform under Clause 16.3(b) of this Deed;

(Act honestly): act honestly and in good faith in the performance of its duties and in the exercise of its discretions under this Deed and under the Series Supplement in relation to the Series Trust;

(Exercise diligence): exercise at least the degree of skill, care and diligence that an appropriately qualified manager of trusts equivalent to the Series Trusts would reasonably be expected to exercise, having regard to the interests of the Investors in relation to the Series Trust;

(Exercise prudence): exercise such prudence as a prudent person of business would exercise in performing its express functions and in exercising its discretions under this Deed and the other Transaction Documents relating to the Series Trust, having regard to the interests of the Investors in relation to the Series Trust;

(Allow Trustee and Auditor to inspect): make available for inspection by the Trustee and the Auditor during normal business hours and after the receipt of reasonable notice, the

books of the Manager relating to the Series Trust whether kept at its registered office or elsewhere;

(Give Trustee and Auditor information): give to the Trustee and the Auditor written or oral information which either may reasonably require with respect to all matters in possession of the Manager relating to the Series Trust;

(Make information available): make available or ensure that there is made available to the Trustee the details within the Manager’s knowledge or possession that the Trustee requests with respect to all matters relating to the Series Trust;

(Pay Trustee): pay to the Trustee within one Business Day of receipt all money that is payable by the Manager to the Trustee under this Deed or the corresponding Series Supplement in relation to the Series Trust;

(Audited Financial Reports): give the Trustee the audited Financial Reports of the Manager for each financial year of the Manager within 120 days of the end of that year;

(Unaudited Financial Reports): give the Trustee unaudited Financial Reports of the Manager for the first six months of each financial year of the Manager within 90 days of the end of that six months;

(Notify material misrepresentations): promptly notify the Trustee if it becomes actually aware that any material representation or warranty made or taken to be made by or on behalf of the Manager in connection with any Transaction Document relating to the Series Trust is incorrect when made or taken to be made;

(Notify defaults): promptly notify the Trustee if it becomes actually aware of any Manager Default and at the same time, or as soon as possible thereafter, provide full details of such Manager Default;

(Certificate): within two Business Days of a request from the Trustee, provide to the Trustee a certificate signed by two Authorised Officers of the Manager on behalf of the Manager which states whether a Manager Default has occurred (a request under this Clause will not be made by the Trustee more than once in each six calendar month period, unless the Trustee when making the request sets out reasonable grounds for believing that a Manager Default is subsisting);

(Not recommend release of Assets): not recommend the release of any Assets of the Series Trust to a Nominated Seller, a Nominated Servicer or any other party except in accordance with the express provisions of this Deed or the other Transaction Documents relating to the Series Trust, without the prior written permission of the Trustee;

(Not merge without assumption): not merge or consolidate into another entity, unless the surviving entity assumes the obligations of the Manager under the Transaction Documents relating to the Series Trust and unless each Rating Agency in relation to the Series Trust has received at least 15 Business Days prior notice in writing from the Manager of the proposed merger or consolidation and the Manager has issued a Rating Notification in relation to the proposed merger or consolidation;

(Filings): make all filings required in connection with the Series Trust or Assets of the Series Trust with any Governmental Agency in Australia;

(Tax returns): prepare and submit to the Trustee for signing and filing on a timely basis all income or other Tax returns or elections required to be filed with respect to a Series Trust

(Prepare consents and notices): on a timely basis, prepare and mail any consents or notices required to be provided by the Trustee under this Deed or any other Transaction Documents for the Series Trust; and

(Comply with duties and laws): promptly comply with all other duties and obligations imposed on the Manager by the Series Supplement, or another Transaction Document, in relation to the Series Trust and comply with all relevant laws in carrying out such duties and obligations.

Manager to have discretion

Act on expert advice

Negotiation in relation to Support Facilities

Monitor Support Facilities

Manager’s power to delegate

(Appoint attorneys): by power of attorney appoint any person to be attorney or agent of the Manager for those purposes and with those powers, authorities and discretions (not exceeding those vested in the Manager) as the Manager thinks fit including, without limitation, a power to sub-delegate and a power to authorise the issue in the name of the Manager of documents bearing facsimile signatures of the Manager or of the attorney or agent either with or without proper manuscript signatures of its officers on them; and

(Appoint agents): appoint by writing any person to be agent of the Manager as the Manager thinks necessary or proper for those purposes and with those powers, authorities and discretions (not exceeding those vested in the Manager) as the Manager thinks fit,

Manager may replace or suspend attorneys

Manager remains liable for its attorneys and agents

(Acts and omissions): the acts or omissions of any person appointed under Clause 15.7(a) or (b) to the extent that the Manager would itself be liable; and

(Fees and expenses): the payment of fees of any person appointed under Clause 15.7(a) or (b).

No power to bind Trustee, Nominated Servicer or Nominated Seller

Indemnity for legal costs

(Enforcement): the enforcement or contemplated enforcement of, or preservation of rights under; and

(Litigation): without limiting the generality of paragraph (a), the initiation, defence, carriage and settlement of any action, suit, proceeding or dispute in respect of,

Indemnity for legal costs for alleged default

Extent of liability of Manager

Right of indemnity

Further limitation of liability of Manager

Neither Manager nor delegate liable

(Loss and liabilities except in respect of default of Manager): any loss, costs, liabilities or expenses arising out of the exercise or non-exercise of its discretions under this Deed, any Transaction Document or otherwise in relation to a Series Trust except to the extent that any of the foregoing is caused by the Manager’s or such delegate’s own fraud, negligence or wilful default;

(Loss and liabilities arising out of Trustee, Nominated Seller or Nominated Servicer exercise of discretion): any loss, costs, liabilities or expenses arising out of the exercise or non-exercise of a discretion on the part of the Trustee, any Nominated Seller or any Nominated Servicer or any act or omission of the Trustee, any Nominated Seller or any Nominated Servicer except to the extent that any of the foregoing is caused by the Manager’s or such delegate’s own fraud, negligence or wilful default;

(Failure to check): any loss, costs, liabilities or expenses caused by its failure to check any calculation, information, document, form or list supplied or purported to be supplied to it by the Trustee, any Nominated Seller, any Nominated Servicer or any other person except to the extent that any of the foregoing is caused by the Manager’s or such delegate’s own fraud, negligence or wilful default;

(Other acts or omissions): any other act or omission on its part except to the extent that the act or omission is fraudulent, negligent or in wilful default; or

(Trustee Default): any Trustee Default except to the extent that it is caused by the Manager’s or such delegate’s fraud, negligence or wilful default.

Indemnity

TRUSTEE’S POWERS, DUTIES, COVENANTS, INDEMNITIES AND LIABILITIES

Trustee’s powers

Act in interests of Investors

Trustee’s covenants

(Act continuously): act continuously as Trustee until the Series Trust is terminated in accordance with this Deed or until it has retired or been removed in accordance with this Deed;

(Do all things necessary): do everything and take all such actions within its power which are necessary (including, without limitation, obtaining all such authorisations and approvals as are appropriate) to ensure that it is able to maintain its status as trustee of the Series Trust;

(Give reasonable assistance): give the Manager all such reasonable assistance as the Manager may reasonably require to enable the Manager to comply with its obligations under Clause 15.2(b) of this Deed;

(Retain Assets safely): subject to this Deed and the corresponding Series Supplement retain the Assets of the Series Trust in safe custody and hold them on trust for the Unitholders of the Series Trust upon the terms of this Deed and the Series Supplement relating to the Series Trust;

(Not sell, Encumber etc): not sell, grant a Security Interest over or part with the possession of any of the Assets of the Series Trust (or permit any of its officers to do so) except as permitted by this Deed, the Series Supplement relating to the Series Trust and the Security Trust Deed (if any) relating to the Series Trust;

(Forward notices): forward promptly to the Manager all notices, reports, circulars and other documents received by it as holder of the Assets of the Series Trust;

(Maintain Support Facilities): use all reasonable endeavours having regard to its powers, duties and obligations under this Deed and the corresponding Series Supplement to ensure that each Support Facility in relation to the Series Trust remains in full force and effect in respect of itself at all times during the period that any Notes relating to the Series Trust remain outstanding;

(Act honestly): act honestly and in good faith in the performance of its duties and in the exercise of its discretions under this Deed and the corresponding Series Supplement;

(Exercise diligence and prudence): exercise such diligence and prudence as a prudent person of business would exercise in performing its express functions and in exercising its discretions hereunder, having regard to the interests of the Investors of the Series Trust;

(Use all reasonable endeavours): use all reasonable endeavours to carry on and conduct its business in so far as it relates to this Deed and the Series Trust in a proper and efficient manner;

(Maintain title): use all reasonable endeavours to ensure that the Trustee’s title to the Assets of the Series Trust is maintained;

(Notify Manager): notify the Manager promptly after the Trustee becomes actually aware of the occurrence of any Trustee Default and at the same time or as soon as possible thereafter provide full details of such Trustee Default;

(No other business): not, in its capacity as trustee of the Series Trust, conduct any business other than the business permitted under the Transaction Documents for that Series Trust; and

(No termination, merger etc): except in the manner contemplated by the Transaction Documents, not terminate the Series Trust, transfer or deal with the Assets of the Series Trust or agree to the merger of the Series Trust with any other person or entity until all of the Borrowings raised in respect of the Series Trust have been repaid in full.

Specific powers of Trustee

(Acquire): to accept, select, acquire, invest in, dispose of or deal with any Assets in accordance with the written proposals of the Manager;

(Purchase and sell): to purchase and sell any Asset of any Series Trust for cash or upon terms in accordance with the written proposals of the Manager;

(Enter into Transaction Documents): to enter into, vary, perform and, subject to any restrictions contained in Clauses 16.21 and 16.22, enforce any Transaction Documents in relation to a Series Trust containing such terms and conditions as the Manager thinks fit and are acceptable to the Trustee;

(Issue Notes): to Borrow money as trustee of a Series Trust by the issue of Notes as trustee of the Series Trust as provided for in this Deed and the Series Supplement relating to the Series Trust;

(Other Borrowings): to otherwise Borrow money as trustee of a Series Trust on such terms and conditions as the Manager thinks fit and are acceptable to the Trustee. If at the time of the proposed Borrowing in relation to a Series Trust, Notes are outstanding in relation to the Series Trust and are rated by a Rating Agency in relation to the Series Trust, the Trustee may only enter into such Borrowing if the Manager has issued a Rating Notification in relation to the proposed Borrowing and any Security Interest to be granted in connection with the Borrowing;

(Grant security): to secure any such Borrowing in relation to a Series Trust by the grant of a Security Interest (including, without limitation, the Security) over any or all of the Assets

of the Series Trust on such terms and conditions as the Manager thinks fit and are acceptable to the Trustee;

(Appoint Custodian): to appoint a Nominated Seller to undertake custodial duties in relation to the Approved Financial Assets of a Series Trust in accordance with the provisions of the Series Supplement for the Series Trust or to appoint a Custodian in accordance with the Series Supplement to perform such custodial duties on such terms and conditions as the Manager thinks fit (subject to Clause 16.17 and subject to the limitations (if any) contained in the Series Supplement for the Series Trust);

(Give representations and warranties): to give any representation, warranty, indemnity or other undertaking required in respect of any Transaction Document or other transaction in any way relating to a Series Trust and notwithstanding that the subject matter of such representation, warranty, indemnity, or other undertaking may refer to the Trustee in its personal capacity or otherwise to the Trustee’s personal affairs as the Manager considers necessary or desirable but:

only in accordance with the Manager’s directions from time to time; and

to the extent that the subject matter of such representation, warranty, indemnity or undertaking does refer to the Trustee in its personal capacity such representation, warranty, indemnity or undertaking is acceptable to the Trustee in its absolute discretion;

(Insure): to insure any Asset of a Series Trust for amounts, on conditions and for types of insurance, determined to be necessary by the Manager;

(Attend meetings): to attend and vote at meetings in accordance with the Manager’s written directions;

(Give indemnities): to give an indemnity to such persons and against such costs, expenses and damages as the Manager considers necessary or desirable but only in accordance with the Manager’s directions from time to time;

(Pay fees and expenses): to pay all fees and expenses of any Series Trust which were properly incurred and payable out of the relevant Series Trust and (subject to Clause 16.26) approved by the Manager;

(Execute proxies): to execute all such proxies (subject to Clause 12.6), powers of attorney (subject to Clause 12.6) and other instruments as may be necessary or desirable to enable the Trustee, the Manager, any Nominated Seller, any Nominated Servicer or any officer, delegate or agent of any of the foregoing to exercise any power, discretion or right of the Trustee;

(Lease): subject to a Nominated Servicer’s functions and obligations under the corresponding Series Supplement in relation to a Series Trust, to lease or sub-lease any real property, or act as bailor or bailee of any chattels;

(Discharge and release): subject to a Nominated Servicer’s functions and obligations under the corresponding Series Supplement in relation to a Series Trust, to grant any form of discharge or release or partial discharge or release of any Approved Financial Asset in the manner permitted by this Deed and the corresponding Series Supplement;

(Delegate): to appoint, as permitted by Clause 16.8:

any person to be delegate, attorney, agent or sub-agent of the Trustee for such purposes and with such powers, discretions and authorities as it thinks fit (not exceeding those vested in the Trustee) with power for the delegate, attorney, agent or sub-agent to sub-delegate any such power, authorities or discretions and also to authorise the issue in the name of the Trustee of documents bearing facsimile signatures of the Trustee or of the attorney or agent either with or without proper manuscript signatures of their officers on them; or

without limiting the generality of the foregoing, the Manager as delegate of the Trustee to perform any of the Trustee’s obligations and to exercise any of the Trustee’s powers, discretions and authorities in respect of any Support Facility;

(Exercise powers through Austraclear): at the written direction of the Manager, to exercise any of its powers and perform any of its obligations under this Deed or any other Transaction Document through or in conjunction with Austraclear;

(Register Austraclear): at the written request of the Manager, to register Austraclear as the holder of Notes, and to lodge Note Transfers with Austraclear, to facilitate transactions through Austraclear’s system;

(Give waivers): at the written direction of the Manager, to give any waiver, time or indulgence to any person on such terms as the Manager may in its discretion decide;

(Legal proceedings): subject to the restrictions contained in Clause 16.21 and 16.22, to institute, prosecute, defend, settle and compromise legal or administrative proceedings of any nature whatsoever and generally to enforce and pursue its rights pursuant to and in respect of the Assets of any Series Trust;

(Power of sale): subject to a Nominated Servicer’s functions and obligations under the corresponding Series Supplement in relation to a Series Trust, to exercise any power of sale arising on default under any Security Interest forming part of the Assets of the Series Trust or any other rights or remedy accruing in respect of the Approved Financial Assets of the Series Trust;

(Series Supplement): to exercise any other power in relation to a Series Trust or the Assets of a Series Trust conferred on the Trustee by the Series Supplement for the Series Trust or the Master Sale and Servicing Deed; and

(Necessary and incidental): subject to Clause 16.26, with the agreement of the Manager, to do all such things incidental to any of the foregoing powers or necessary or convenient to be done for or in connection with any Series Trust or the Trustee’s functions under this Deed.

Refusal to exercise powers

Act on expert advice

Absolute discretion

Delegation of duties of Trustee

(To Manager, Nominated Servicer, Nominated Seller, Security Trustee): to the Manager, a Nominated Servicer, a Nominated Seller or the Security Trustee in accordance with the provisions of this Deed or any other Transaction Document relating to the Series Trust;

(Related Body Corporate): subject to Clause 16.9 to a Related Body Corporate of the Trustee; or

(As otherwise permitted): in accordance with the provisions of this Deed or the Series Supplement relating to the Series Trust,

Liability for delegate of the Trustee

(Acts or omissions): Subject to this Clause 16.9, the Trustee is not liable for the acts or omissions of any of its delegates, provided that any such delegate is a person who is selected with reasonable care and in good faith. Where the Trustee delegates any of its trusts, duties, powers, authorities and discretions to any person who is a Related Body Corporate of the Trustee, the Trustee at all times remains liable for the acts or omissions of such Related Body Corporate when acting as delegate.

(Fees): In all circumstances where the Trustee delegates any of its trusts, duties, powers, authorities and discretions to any person, the Trustee remains liable for the payment of fees of that person when acting as delegate and such fees will not be subject to indemnification under any of Clauses 16.10 or 16.11 or otherwise nor will such fees be expenses of the relevant Series Trust.

Indemnity of Trustee

(Trustee to be indemnified): The Trustee is entitled to be indemnified out of the Assets of a Series Trust for any liability incurred by the Trustee in performing or exercising any of its powers or duties in relation to that Series Trust. This indemnity is in addition to any indemnity allowed by law, but does not extend to liabilities arising from the Trustee’s fraud, negligence or wilful default except to the extent specified in Clauses 16.13 and 16.14.

(Limitation on Trustee’s Liability): A liability incurred by the Trustee acting in its capacity as trustee of a Series Trust arising under or in connection with this Deed is limited to and can be enforced against the Trustee only to the extent to which it can be satisfied out of the Assets of that Series Trust out of which the Trustee is actually indemnified for the liability. This limitation of the Trustee’s liability applies despite any other provision of this Deed (other than Clause 16.10(d)) and

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

(Breach of Trust): The provisions of this Clause 16.10 will not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under this Deed or any other Transaction Document in relation to the relevant Series Trust or by operation of law there is a reduction in the extent of the Trustee’s indemnification out of the Assets of that Series Trust, as a result of the Trustee’s fraud, negligence or wilful default.

(Acts or Omissions): It is acknowledged that the Manager is responsible under this Deed for performing a variety of obligations relating to a Series Trust. No act or omission of the Trustee (including any related failure to satisfy its obligations and any breach of representations and warranties under this Deed) will be considered fraudulent, negligent or a wilful default for the purpose of Clause 16.10(d) to the extent to which the act or omission was caused or contributed to by any failure by the Manager or any other person, other than a person whose acts or omissions the Trustee is liable for under this Deed in accordance with any Transaction Document, to fulfil its obligations relating to that Series Trust or by any other act or omission of the Manager or any other such person.

(No Obligation): The Trustee is not obliged to enter into any further commitment or obligation under this Deed unless the Trustee’s liability is limited in a manner consistent with this Clause 16.10 or otherwise in a manner satisfactory to the Trustee in its absolute discretion.

(Authority to Act): No attorney, agent, receiver or receiver and manager appointed in accordance with any Transaction Document in relation to a Series Trust has authority to act on behalf of the Trustee in a way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Trustee for the purposes of Clause 16.10(d).

Trustee Indemnified for costs etc

(Disbursements): all disbursements in connection with the acquisition or proposed acquisition, maintenance, insurance, custody or disposal of or any other dealing with any Asset of the Series Trust including, without limitation, commission, brokerage and stamp duty (other than costs which a Nominated Seller has agreed to pay pursuant to this Deed or the Series Supplement relating to the Series Trust);

(Auditor): the remuneration of the Auditor and any reasonable expenses of the Auditor sustained in the course of the performance of the duties as an Auditor of the Series Trust and the fees, if any, charged by a registered tax agent for the preparation and lodgement of taxation returns for the Series Trust;

(Units): any costs, charges, liabilities and expenses which the Trustee may incur in respect of, and can attribute to, its being the trustee of the Series Trust in respect of the Units issued in relation to the Series Trust;

(Taxes): all Taxes payable in respect of the Series Trust, including stamp duty payable on distribution cheques;

(Transaction Documents): all costs, charges, expenses and liabilities in relation to or under any Transaction Document in relation to the Series Trust;

(Postage and printing): the costs of postage and printing of all cheques, accounts, statements, notices, Certificates and all other documents required to be posted to the Investors under this Deed or the Series Supplement in respect of the Series Trust;

(Valuations): the costs of any valuation of any Assets of the Series Trust;

(account costs): any expenses incurred in connection with the bank accounts of the Trustee in relation to the Series Trust and bank fees (including but not limited to account keeping fees) and other bank or government charges (including but not limited to bank account debits tax and charges in respect of financial institutions duty) incurred in connection with the keeping of or the transaction of business through the bank accounts of the Trustee in relation to the Series Trust;

(Attorney’s fees): any fees payable to attorneys, managers, consultants, advisers and experts engaged by the Trustee or the Manager in relation to a Series Trust to the extent that those fees are reasonable in amount and properly incurred;

(Austraclear’s fees): any fees payable to Austraclear;

(Custodial fees): any fees payable to a Nominated Seller or another person for performing custodial duties in accordance with the Series Supplement relating to the Series Trust;

(Other fees): any other fees, charges and amounts which are paid or payable to any person appointed or engaged by the Trustee pursuant to this Deed or the Series Supplement for the Series Trust to the extent that the fees, charges and amounts would be payable or reimbursable to the Trustee under any provision of this Clause or under any other provision of this Deed or the Series Supplement if the services performed by the person so appointed or engaged had been carried out directly by the Trustee and to the extent that those fees, charges and amounts are reasonable in amount and properly incurred and the Trustee has not itself been paid or reimbursed for such fees, charges and amounts;

(Retirement and removal): all costs in or in connection with the retirement or removal of the Trustee, a Nominated Servicer or the Manager under this Deed in relation to the Series Trust and the appointment of any person in substitution to the extent that those costs are reasonable in amount and properly incurred (other than in any circumstance where the Trustee is obliged to pay its own costs and to indemnify the Manager and a Substitute Trustee pursuant to Clause 19.8);

(Legal costs connected with documents): all costs and expenses (on a full indemnity basis) in connection with:

the negotiation, preparation, execution and stamping of this Deed or any other Transaction Document in relation to the Series Trust; and

the negotiation, preparation, execution and stamping of any deed amending this Deed or any other Transaction Document in relation to the Series Trust;

(Legal costs connected with proceedings): all legal costs and disbursements incurred by the Trustee (on a full indemnity basis) in connection with court proceedings brought against the Trustee (including, without limitation, proceedings in which fraud, negligence or wilful default are alleged against it) in relation to the Series Trust provided that the Trustee is not entitled to such a right of indemnity or reimbursement where there is a determination by the relevant court of fraud, negligence or wilful default by the Trustee (provided that until such determination, the Trustee is entitled to such right of indemnity or reimbursement but upon such determination the Trustee must repay to the Series Trust any amount paid to it pursuant to this Clause);

(Security Trustee indemnity): any amounts which the Trustee is required to pay to the Security Trustee pursuant to its indemnity in favour of the Security Trustee contained in the Security Trust Deed (if any) in relation to the Series Trust;

(Other amounts): any other amounts for which, pursuant to any express provision of this Deed or the Series Supplement for the Series Trust, the Trustee is entitled to be reimbursed or indemnified; and

(Amounts approved by Manager): any other amounts in connection with the exercise of any power or discretion or the performance of any obligation under a Transaction Document in relation to the Series Trust which are approved by the Manager (such approval not to be unreasonably withheld).

General business costs of Trustee

Series Trust Creditors

If Trustee fails to exercise care

(Indemnity held on behalf of Creditors): the Trustee may not receive or hold or otherwise have the benefit of the indemnity given in Clause 16.10 or 16.11 otherwise than on behalf of and on trust for the Creditors in respect of that Series Trust; and

(Indemnity limited to liabilities to Series Trust Creditors): the Trustee may be indemnified only to the extent necessary to allow it to discharge its liabilities to the Creditors in respect of that Series Trust.

Variation of Clause 16.14

No restriction on action

(Restrict Investors): impose any restriction upon the rights of the Investors or any other persons to bring an action against the Trustee for loss or damage suffered by reason of the Trustee’s fraud, negligence or wilful default;

(Confer right to be indemnified for default): confer on the Trustee a right to be indemnified out of any Series Trust against any loss the Trustee suffers in consequence of an action brought against it by reason of the Trustee’s fraud, negligence or wilful default; or

(Limit): limit the Trustee’s right of indemnity in the absence of its fraud, negligence or wilful default or, if the Trustee is fraudulent, negligent or in wilful default, where the Trustee receives, holds or has the benefit of such indemnity only on behalf of and on trust for the Creditors in respect of the applicable Series Trust.

Limited recourse of Series Trust Creditors

(Limited recourse provision): the Transaction Document, agreement or deed contains a provision to the effect that the Trustee’s liability to the corresponding Creditor is incurred by the Trustee only in its capacity as trustee of the Series Trust and that the recourse of the Creditor is limited in the manner described in Clause 16.10(b); and

(Liability limited): the Trustee’s liability under the Transaction Document, agreement or deed is limited in a manner substantially similar to that contained in this Deed.

Limitation of liability of Trustee

Neither Trustee nor delegate liable

(Loss arising out of exercise of its discretions): for any loss, costs, liabilities or expenses arising out of the exercise or non-exercise of its discretions under this Deed, a Series Supplement or otherwise in respect of a Series Trust except to the extent that any of the foregoing is caused by the Trustee’s or the delegate’s, as the case may be, own fraud, negligence or wilful default;

(Loss arising out of exercise of Manager’s, Nominated Seller’s or Nominated Servicer’s acts, omissions or discretions): for any loss, costs, liabilities or expenses arising out of the acts or omissions of or the exercise or non-exercise of a discretion on the part of the Manager, any Nominated Seller or any Nominated Servicer except to the extent that any of the foregoing is caused by the Trustee’s or the delegate’s, as the case may be, own fraud, negligence or wilful default;

(Failure to check information): for any loss, costs, liabilities or expenses caused by the Trustee’s failure to check any calculation, information, document, form or list supplied or purported to be supplied to it by the Manager, any Nominated Seller or Nominated Servicer under this Deed or a Series Supplement or by any other person pursuant to a Transaction Document except to the extent that any of the foregoing is caused by the Trustee’s or the delegate’s, as the case may be, own fraud, negligence or wilful default;

(Acting on instructions): for any loss, costs, liabilities or expenses caused by its acting on any instruction or direction properly given to it by the Manager, any Nominated Seller or any Nominated Servicer under this Deed or by any person pursuant to a Transaction Document except to the extent that any of the foregoing is caused by the Trustee’s or the delegate’s, as the case may be, own fraud, negligence or wilful default;

(Delegation): for any loss, costs, liabilities or expenses arising out of the delegation in accordance with the provisions of this Deed or of a Series Supplement of any of its duties, powers, authorities and discretions to any person as permitted by Clause 16.8 (subject to Clause 16.9) except to the extent that any of the foregoing is caused by the Trustee’s or the delegate’s, as the case may be, own fraud, negligence or wilful default;

(Other acts or omissions): for any other act or omission on its part except where the act or omission is fraudulent, negligent or in wilful default;

(To Investors except to extent of right of indemnity): subject always to the foregoing provisions of this Clause 16.19, to an Investor other than to the extent of the Trustee’s right of indemnity in respect of the relevant Series Trust;

(To pay Investors, except to extent in funds to do so): subject always to the foregoing provisions of this Clause 16.19, to make a payment to an Investor in respect of a Series Trust except out of funds held by it for that purpose under this Deed and the Series Supplement for that Series Trust; or

(Manager Default): for any Manager Default, except to the extent that it is caused by the Trustee’s or the delegate’s, as the case may be, own fraud, negligence or wilful default.

Legal proceedings

(To recover money): to obtain or recover money that is payable to the Trustee (in its capacity as trustee of the Series Trust) or to obtain any Asset of a Series Trust or that is to be vested in the Trustee in accordance with this Deed or the relevant Series Supplement;

(If legal owner of Approved Financial Asset): at any time after legal title to an Approved Financial Asset has been transferred into its name, to enforce such Approved Financial Asset or any other deed or agreement to which the Trustee is a party;

(For damages): for damages against any person arising out of any loss suffered by an Investor as a result of any negligence, default, omission or breach of duty or trust;

(To secure compliance): to secure compliance with the provisions of this Deed or any Transaction Document; or

(As it thinks fit): in any other circumstance that it thinks fit after notifying the Manager.

Proceedings in respect of Series Trust or Assets of a Series Trust

Consents to legal proceedings

(Manager’s consent): Subject to paragraph (b) below, the Trustee may not institute, prosecute or otherwise appear in any action, suit or other proceeding in any court or tribunal in respect of the matters detailed in Clause 16.20 or 16.21 unless it has first obtained the consent of the Manager or the consent of an Extraordinary Resolution of the Noteholders of the relevant Series Trust except where the Trustee is of the view that failure to bring an action would be to the detriment of the Investors of that Series Trust and any delay whilst obtaining the necessary consent would be prejudicial to the interests of the Investors of that Series Trust.

(If necessary): Nothing in paragraph (a) above prevents the Trustee appearing in any action, suit or other proceeding in any court or tribunal where it is necessary for it to appear in order to defend itself against any action, suit or other proceeding or to recover money owed to it in its personal capacity.

Registration and holding of Investments

(Authorised Short-Term Investments held by officers): any Authorised Short- Term Investments capable of being registered which the Trustee is precluded by the constitution of the Trustee or otherwise from holding in its own name vested in officers or a Related Body Corporate of the Trustee nominated by it; or

(Title documents held by ADI): any documents of title in relation to an Authorised Short-Term Investment of which the Trustee is the registered holder or is otherwise the legal owner held in custody by an ADI.

Limitation of Trustee’s personal liability

No Liability for breach by Custodian of custodial role

Incur costs without approval

(Series Supplement): as is provided for in a Series Supplement; or

(Necessary): as the Trustee believes is necessary (acting reasonably) in respect of any action where the Trustee believes (acting reasonably) the Manager is in a position where its personal interests in relation to that action conflict with its duties and obligations under this Deed or any other Transaction Document and that, as a result of such conflict, the Manager may fail to perform such duties or obligations.

No liability for non-payment

No duty to investigate

(Manager Default): The Trustee has no duty, and is under no obligation, to investigate whether a Manager Default has occurred other than where it has actual notice that such has occurred.

(Other parties): Except as expressly provided in this Deed or any other Transaction Document, the Trustee has no duty, either initially or on a continuing basis, to take any action to supervise or keep itself informed about the circumstances of the Manager, a Nominated Servicer, a Nominated Seller or any other party to a Transaction Document or the performance of their respective obligations under this Deed or any other Transaction Document.

FURTHER PROVISIONS REGARDING POWERS ETC

Limitation of liability of Trustee and Manager

(If it relies on a document): in connection with anything done by it in good faith in reliance upon any certificate, document, form or list except when it has reason to believe that the document, form or list is not genuine;

(If prevented by law): if it fails to do anything because it is prevented or hindered from doing it by law or order (except where such failure would not have occurred but for the Trustee’s or the Manager’s (as the case may be) fraud, negligence or wilful default);

(For Taxes paid in good faith): to anyone for payments (except when made negligently) made by it in good faith to a fiscal authority in connection with Taxes or other charges in respect of the Series Trust even if the payment need not have been made;

(Failure of another): subject to the Corporations Act and Clause 15.9 and 16.9, if a person fails to carry out an agreement with the Trustee or the Manager in connection with a Series Trust (except when the failure is due to the Trustee’s or the Manager’s (as the case may be) fraud, negligence or wilful default); or

(Error of law or done in good faith connected with liquidation): to anyone because of any error of law or any matter done or omitted to be done by it in good faith in the event of the liquidation or dissolution of a corporation (other than a corporation under its control).

Dealings with Series Trust

(Trustee): the Trustee in any capacity;

(Manager): the Manager;

(Nominated Seller): any Nominated Seller;

(Nominated Servicer): any Nominated Servicer;

(Directors and officers): the directors or officers of the Trustee, the Manager, any Nominated Seller or any Nominated Servicer;

(Related Bodies Corporate): the Related Bodies Corporate of the Trustee, the Manager, any Nominated Seller or any Nominated Servicer;

(Shareholders): the shareholders of the Trustee, the Manager, any Nominated Seller or any Nominated Servicer or any such Related Body Corporate; or

(Directors and officers of Related Body Corporate): the directors or officers of any such Related Body Corporate,

(Subscribing): subscribing for Notes or Units in respect of a Series Trust or purchasing, holding, dealing in or disposing of Notes or Units in respect of a Series Trust;

(Contracting, acting or otherwise being interested): at any time:

contracting with;

acting in any capacity as representative or agent for; or

entering into any financial, banking, agency or other transaction with,

(Being interested): being interested in any contract or transaction referred to in paragraph (j).

Application of Clause 17.2

Signatures

Dealings with instruments

Disclosure of information to Investors

Disclosure of information to Related Bodies Corporate

any Related Body Corporate of the Recipient which acts as custodian or Security Trustee of the Assets of the Series Trust or of any Other Trust or which otherwise has responsibility for the management or administration of the Series Trust or any Other Trust, including their respective Assets; and

the Recipient acting in its capacity as Manager, custodian or Servicer, as applicable, of a Series Trust or an Other Trust.

REMUNERATION OF MANAGER AND TRUSTEE

Management fee

Trustee fee

RETIREMENT OF TRUSTEE

Trustee must retire

(If required by the Manager): having been required to do so by the Manager by notice in writing, the Trustee fails or neglects within 20 Business Days (or such longer period as the Manager may provide) after receipt of such notice to carry out or satisfy any material duty or obligation imposed on the Trustee by this Deed or any other Transaction Document in respect of a Series Trust;

(Insolvency Event): an Insolvency Event occurs with respect to the Trustee in its personal capacity;

(Cease to carry on business): the Trustee ceases to carry on business;

(Merger without assumption): the Trustee merges or consolidates into another entity, unless approved by the Manager (which approval will not be unreasonably withheld) and unless the surviving entity assumes the obligations of the Trustee under the Transaction Documents; or

(Change in ownership): there is a change in the ownership of 50% or more of the issued equity share capital of the Trustee from the position as at the date of this Deed, or effective control of the Trustee alters from the position as at the date of this Deed, unless in either case approved by the Manager (which approval will not be unreasonably withheld).

Manager may require the Trustee to retire

Manager may remove Trustee from office

Trustee may retire

Substitute Trustee

Release of Trustee

Rating Agencies advised

Costs and indemnity

(Own costs): pay its own costs incurred; and

(Other party’s costs): indemnify the Manager and the Substitute Trustee in respect of all reasonable costs incurred by either the Manager or the Substitute Trustee,

(Removal): removal pursuant to Clause 19.1, 19.2 or 19.3; or

(Retirement): retirement pursuant to Clause 19.4 (save in circumstances where the actions of the Manager, or a Nominated Seller or a Nominated Servicer in relation to a Series Trust, render the performance by the Trustee (in the Trustee’s opinion, acting reasonably) of its duties and obligations more difficult than originally contemplated or impossible),

Assets to vest in Substitute Trustee

MANAGER DEFAULT AND RETIREMENT OF MANAGER

Manager Default

(Insolvency Event): an Insolvency Event occurs in relation to the Manager; or

(Other Manager Defaults): any other event occurs which is specified in any Series Supplement to constitute a Manager Default.

Replacement of Manager

Retirement of Manager

(Retirement): The Manager may retire from the management of all the Series Trusts upon giving to the Trustee three months’ notice in writing or such lesser time as the Manager and the Trustee agree.

(Appointment of replacement): Upon that retirement the Manager, subject to any approval required by law, may appoint in writing any other corporation approved by the Trustee as Manager in its stead. The Manager must make reasonable endeavours to appoint such a corporation as Manager. If the Manager does not propose a replacement by the date which is one month prior to the date of its proposed retirement, the Trustee is entitled to appoint a new Manager as of the date of the proposed retirement.

(Costs of retirement): All costs and expenses incurred by any party associated with the voluntary retirement of the Manager pursuant to this Clause 20.3 and the appointment of a Substitute Manager will be borne by the Manager and will neither be costs nor expenses of each relevant Series Trust.

Appointment of Substitute Manager

(Rating Agencies): the Manager or Macquarie Leasing Pty Limited has issued a Rating Notification (extending to all Series Trusts then existing) in relation to the proposed appointment of such Substitute Manager; and

(Execution of deed): the Substitute Manager executes a deed under which it assumes the obligations of Manager under this Deed and all other Transaction Documents to which the Manager is a party.

Trustee to act as Manager

Settlement of amounts owing by Trustee to the Manager

Payments to Manager

Manager to provide full co-operation

Indemnity

AUDITOR

Appointment

Qualification of Auditors

Remuneration

Removal

Auditor may retire

Trustee to appoint new auditor

Auditor may be Auditor of Nominated Servicer, Manager or Trustee

Access to working papers

Scope of audit duties

(Outlining scope of audit): outlining the scope of the audit conducted;

(Detailing breaches or confirming no breaches): either:

detailing any outstanding breaches identified by the audit on the part of any party to the Transaction Documents relating to the Series Trust under those Transaction Documents; or

confirming that there were no outstanding breaches of such Transaction Documents identified by the audit and that the Auditor is not aware of any events, facts or circumstances which would result in a breach of such Transaction Documents;

(Reporting perceived errors or deviations): reporting on any errors or deviations from the procedures outlined in such Transaction Documents that had come to the Auditor’s attention; and

(Confirming income): confirming in respect of each Series Trust that either:

there is no amount of Net Tax Income in respect of the previous year of income; or

any Net Tax Income in respect of the previous year is, for the purposes of the Tax Act, properly included in the assessable income of the Unitholders pursuant to the Series Supplement for the Series Trust.

FINANCIAL REPORTS AND AUDIT

Maintenance of accounting records

Financial Reports

Audit of Financial Reports

Information to Auditor

Availability of audited Financial Reports

Statutory returns

PAYMENTS TO INVESTORS

Methods of payment

(By cheque): by crossed “not negotiable” cheque made payable to the payee and sent through the post to the registered address of the payee or, in the case of joint Investors, made payable to the joint Investors and sent to the registered address of the Investor whose name stands first in the Register or otherwise despatched, delivered or made available to be collected as the payee may from time to time specify;

(Through Austraclear): by means of electronic transfer or otherwise, through Austraclear or any other relevant clearing system or depository through which the relevant Notes or Units are held by the relevant Investor;

(To account): by payment to an account in Australia of the payee nominated in writing by the payee; or

(Other manner): in any other manner specified by the payee and agreed to by the Manager and the Trustee.

Satisfaction and discharge

Cheques and notices

No interest on payment of amounts to Investors after due date

Deduction of taxes

(Withholding Tax for non-residents): The Trustee or any person making payments on behalf of the Trustee may deduct interest withholding tax imposed by the Commonwealth of Australia from payments of interest in respect of the Notes where the Trustee, or such person, considers this is required in accordance with the Tax Act. For the purposes of this Clause a certificate pursuant to section 221YM of the Tax Act will be considered not to have been produced to the Trustee unless it is produced to the Trustee not later than close of business on the second Business Day immediately preceding the relevant payment date.

(Tax file numbers or Australian Business Numbers): The Trustee or any person making payments on behalf of the Trustee may deduct tax-at-source on interest payments to each Noteholder at the highest personal marginal tax rate (plus levies) unless the Trustee receives from such Noteholder the tax file number or Australian Business Number of that Noteholder or evidence of any exemption the Noteholder may have from the need to advise the Trustee of such tax file number or Australian Business Number. The tax file number, Australian Business Number or appropriate evidence (as the case may be) must be received by the Trustee not less than two Business Days prior to the relevant payment date.

Rounding down of payments

Payments netting

NOTICES

Notices

(Authorised Officer): be given by an Authorised Officer of the party giving the same;

(In writing): be in writing; and

(Delivery): be left at the address of the addressee or sent by prepaid ordinary post to the address of the addressee or by facsimile to the facsimile number of the addressee, specified by the addressee pursuant to Clause 24.2.

Addresses for notices

Deemed receipt

(Delivery): where delivered in person, upon receipt at the relevant office;

(Post): where sent by post, on the third (seventh if outside Australia) day after posting;

(Fax): where sent by facsimile, on production by the dispatching facsimile machine of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.

Notices to Investors

Information to Rating Agencies by Manager

(Statistics): such statistics as the Rating Agency and the Manager agree relating to the performance of the Approved Financial Assets forming part of the Assets of the Series Trust;

(Notices): all notices and information sent to Investors of the Series Trust, including any notices of shortfalls in payments to the Noteholders;

(Notice of changes): any change in the appointment of the Manager, the Trustee or the Auditor or Nominated Servicer of the Series Trust;

(Insolvency Event information): any information relating to an Insolvency Event occurring in relation to the Manager, the Trustee or a Nominated Servicer or a Nominated Seller of the Series Trust; and

(Other information): such other information, reports and materials required by the Series Supplement relating to the Series Trust.

Manager to notify Rating Agencies

Late notice

AMENDMENT TO THIS DEED AND SERIES SUPPLEMENT

Master Trust Deed and Series Supplement

(Necessary or expedient): in the opinion of the Trustee or of a barrister, solicitor or tax accountant instructed by the Trustee is necessary or expedient to comply with the provisions of any statute, ordinance, regulation or by-law or with the requirement of any Governmental Agency;

(Manifest error): in the opinion of the Trustee is made to correct a manifest error or is of a formal, technical or administrative nature only;

(Amendment to law): in the opinion of the Trustee, is:

required by; or

a consequence of; or

consistent with; or

appropriate, expedient or desirable for any reason as a consequence of,

(Relates to future Series Trusts): relates only to a Series Trust not yet constituted;

(Convenient): in the opinion of the Trustee, will enable the provisions of this Deed or a Series Supplement to be more conveniently, advantageously, profitably or economically administered; or

(Otherwise desirable): in the opinion of the Trustee is otherwise desirable for any reason.

Amendments prejudicial to Unitholders of a Class

Amendments prejudicial to all Unitholders of a Series Trust

(Extraordinary Resolution): the amendment, addition or revocation may be effected only if the Unitholders in respect of that Series Trust pass an Extraordinary Resolution approving such amendment, addition or revocation; and

(Class meetings not required): even if the proposed amendment, addition or revocation affects Unitholders of a particular Class, a separate Extraordinary Resolution is not required for each Class of Unitholders pursuant to Clause 25.2.

Amendments prejudicial to Noteholders of a Class or Sub-Class

Amendments prejudicial to all Noteholders of a Series Trust

(Extraordinary Resolution): the amendment, addition or revocation may only be effected if the Noteholders in respect of that Series Trust pass an Extraordinary Resolution approving such amendment, addition or revocation; and

(Class meetings not required): even if the proposed amendment, addition or revocation affects Noteholders of a particular Class or Sub-Class, a separate Extraordinary Resolution is not required for each Class or Sub-Class of Noteholders pursuant to Clause 25.4.

Manager’s certificate relating to rating of Notes

(Notice to Rating Agencies): the Trustee receives a certificate from the Manager stating that not less than ten Business Days’ (or such lesser period as each relevant Rating Agency may accept) prior written notice of the amendment, addition or revocation was given by the Manager to each Rating Agency (if any) of any Series Trust affected by the amendment, addition or revocation; and

(No downgrade): the Manager has issued a Rating Notification (extending to all Series Trusts then existing and affected by the amendment, addition or revocation) in relation to the proposed amendment, addition or revocation.

No variation may contradict Transaction Documents

Trustee to effect amendments

Notwithstanding the other provisions of this Clause 25 but subject to:

the other provisions of this Clause 25.8;

any consent or approval required by law; and

the Manager:

providing the Trustee with a written confirmation that the Manager is satisfied, following discussions with the relevant Rating Agency, that the rating assigned by the relevant Rating Agency to the Notes would be subject to a downgrade, qualification or withdrawal absent the proposed amendment, addition or revocation;

issuing a Rating Notification in relation to the proposed amendment, addition or revocation; and

being satisfied that the proposed amendment, addition or revocation will not give rise to an Adverse Effect in relation to the relevant Series Trust,

For the avoidance of doubt:

in exercising the power to amend, add to or revoke any provision of this Deed or a Series Supplement pursuant to Clause 25.8(a), neither the Trustee nor the Manager is required to give consideration to any of the matters referred to in Clauses 25.1 to 25.6 and none of Clauses 25.1 to 25.6 apply to limit any such exercise of power; and

this Clause 25.8 does not apply to, and no amendment, addition or revocation may be made pursuant to this Clause 25.8 to, this Deed or a Series Supplement, to the extent that each relates to a Series Trust in respect of which one or more Rating Agencies has not been appointed to rate the Notes.

The Trustee will not be obliged to concur in and give effect to any amendment to, addition to or revocation of any provision of this Deed or a Series Supplement in accordance with Clause 25.8(a):

unless the Trustee’s liability is limited in a manner satisfactory to the Trustee in its absolute discretion; or

if to do so would:

impose additional obligations on the Trustee which are not provided for or contemplated by the Transaction Documents;

adversely affect the Trustee’s rights under the Transaction Documents; or

result in the Trustee being in breach of any applicable law.

MEETINGS OF INVESTORS

Convening of meetings by Manager or Trustee

Notice of meetings

(Notice): Subject to Clause 26.2(b), at least seven days’ notice (inclusive of the day on which the notice is given and of the day on which the meeting is held) of a meeting of the Relevant Investors must be given to the Relevant Investors.

(Shorter notice): Notwithstanding Clause 26.2(a), if it is so agreed by a majority in number of the Relevant Investors or Representatives having the right to attend and vote at the meeting, being a majority that together hold or represent at least 95% of the then outstanding Notes or Units corresponding to the meeting of the Relevant Investors, a resolution may be proposed and passed at a meeting of which less than seven days’ notice has been given.

(Accidental omission does not invalidate): The accidental omission to give notice to or the non-receipt of notice by any Relevant Investor does not invalidate the proceedings at any meeting.

(Copies of notices): A copy of a notice convening a meeting must be given by the Trustee to the Manager.

(Manner of notice): Notice of a meeting must be given in the manner provided in this Deed.

(Details to be included in notice): A notice of a meeting of the Relevant Investors must specify:

the day, time and place of the proposed meeting; and

the reason for the meeting being convened; and

the agenda of the business to be transacted at the meeting; and

the terms of any proposed resolution; and

whether the persons appointed to maintain the Register will or will not, for the purpose of determining those entitled to attend, register any transfer of a Note or Unit (as the case may be) in the period of two Business Days prior to the meeting; and

that appointments of proxies must be lodged no later than 24 hours prior to the time fixed for the meeting; and

such additional information as the person giving the notice thinks fit.

Chairman

Quorum

(Multiple Noteholders): Subject to Clause 26.4(b), at any meeting any two or more persons present in person being Relevant Investors holding, or being Representatives representing, in the aggregate, not less than 67% of the Class or Sub-Class of Notes or Class of Units corresponding to the meeting of the Relevant Investors and then outstanding will form a quorum for the transaction of business and no business (other than the choosing of a chairman) must be transacted at any meeting unless the requisite quorum is present at the commencement of business.

(Single Noteholder): For so long as any Class or Sub-Class of Notes is held by one party (including any clearing system or depository), such party and/or any proxy or representative for such party will constitute two persons for the purposes of forming a quorum of Relevant Investors with respect to that Class or Sub-Class.

Adjournment

(Adjournment): If within 15 minutes from the time appointed for any meeting a quorum is not present the meeting will stand adjourned (unless the Trustee agrees that it be dissolved) for such period, not being less than seven days nor more than 42 days, as may be appointed by the chairman. At such adjourned meeting two or more persons (or, for so long as any Class or Sub-Class of Notes is held by one party (including any clearing system or depository), such party and/or any proxy or representative for such party) present in person being Relevant Investors holding, or being Representatives representing, in the aggregate not less than 50% of the Notes or Units corresponding to the meeting of the Relevant Investors and then outstanding will form a quorum and will have the power to pass any resolution and to decide upon all matters which could properly have been dealt with at the meetings from which the adjournment took place had a quorum been present at such meeting.

(Place and time of adjourned meeting): The chairman may with the consent of (and must if directed by) any meeting adjourn the same from time to time and from place to place but no business must be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

(Notice of adjourned meeting): At least five days’ notice of any meeting adjourned through want of a quorum must be given in the same manner as for the original meeting and such notice must state the quorum required at such adjourned meeting. It is not, however, otherwise necessary to give any notice of an adjourned meeting.

Voting procedure

(Voting by show of hands): Every question submitted to a meeting must be decided in the first instance by a show of hands as follows:

every person being a Relevant Investor holding, or being a Representative representing, then outstanding Notes of the relevant Class or Sub-Class or Units of the relevant Class will have 1 vote on a show of hands;

in the case of equality of votes on a show of hands, the chairman will have a tie-breaking vote in addition to the vote or votes (if any) to which he or she may be entitled as a Relevant Investor or as a Representative of a Relevant Investor; and

following a show of hands, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is

conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(Demanding a poll): At any meeting, a poll may be demanded before or on the declaration of the result of the show of hands:

by the chairman;

by the Trustee or the Manager; or

by one or more persons being Relevant Investors holding, or being Representatives representing, in aggregate not less than:

2% of the Notes of the Class or Sub-Class of Notes; or

2% of the Units of the Class of Units,

(Voting by poll): If at any meeting a poll is demanded in accordance with Clause 26.6(b):

that poll must be taken in such manner and (subject as hereinafter provided) either at once or after such an adjournment as the chairman directs and the result of such poll will be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll will not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded;

every person being a Relevant Investor holding, or being a Representative representing, then outstanding:

Notes of the Class or Sub-Class of Notes; or

Units of the Class of Units,

any Relevant Investor or Representative entitled to more than one vote in relation to a poll need not cast all of its votes nor cast all of its votes in the same way;

in the case of equality of votes in relation to a poll, the chairman will have a tie-breaking vote in addition to the vote or votes (if any) to which he or she may be entitled as a Relevant Investor or as a Representative of a Relevant Investor; and

following a poll, a declaration by the chairman that a resolution has been carried by a particular majority or lost or not carried by any particular majority is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(Poll for election of chairman or adjournment): Any poll demanded at any meeting on the election of a chairman or on any question of adjournment must be taken at the meeting without adjournment.

Right to attend and speak

Appointment of proxies

(Proxy): Each appointment of a proxy must be in writing and, together (if so required by the Trustee) with proof satisfactory to the Trustee of its due execution, must be deposited (including by facsimile provided the original is received by the Trustee prior to the relevant meeting) at the registered office of the Trustee or at such other place as the Trustee designates or approves not less than 24 hours before the time appointed for holding the meeting or adjourned meeting at which the named proxy proposes to vote and in default, the appointment of proxy will not be treated as valid unless the chairman of the meeting decides otherwise before such meeting or adjourned meeting proceeds to business. A notarially certified copy proof as aforesaid (if applicable) of due execution must, if required by the Trustee, be produced by the proxy at the meeting or the adjourned meeting but the Trustee is not thereby obliged to investigate or be concerned with the validity of, or the authority of, the proxy named in any such appointment. The proxy named in any appointment of proxy need not be a Relevant Investor.

(Proxy votes valid): Any vote given in accordance with the terms of an appointment of proxy conforming with Clause 26.8(a) will be valid notwithstanding the previous revocation or amendment of the appointment of proxy or of any of the Relevant Investor’s instructions pursuant to which it was executed, provided that no intimation in writing of such revocation or amendment is received by the Trustee at its registered office or by the chairman of the meeting in each case not less than 24 hours before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used.

Corporate Representatives

Rights of Representatives

Powers of a meeting of Noteholders

(Powers): In addition to other powers Relevant Investors may have under the Transaction Documents in relation to a Series Trust but subject to Clause 26.11(b), a meeting of Relevant Investors has, without prejudice to any rights or powers conferred on other persons by the Transaction Documents, power only exercisable by Extraordinary Resolution:

to approve any action that the Trustee or the Manager proposes to take to enforce the provisions of any Transaction Document relating to the Relevant Investors;