Clause

Page

1.

Definitions and Interpretation

2.

The Units

3.

SMART Receivable Rights

4.

The Notes

5.

Conditions Precedent to Acceptance of Letter of Offer

6.

Remuneration of Manager, Trustee and Security Trustee

7.

Manager Default

8.

Termination of a Fixed Rate Swap or a Currency Swap

9.

Determination and Application of Total Principal Collections

10.

Determination and Application of Available Income

11.

Charge-Offs

12.

Payment of Expenses, Principal and Interest to Noteholders and other distributions

13.

Collections Account

14.

Clean-Up and Extinguishment

15.

Termination of the Series Trust

16.

General

17.

Trustee’s Limitation of Liability

18.

National Credit Code

19.

Notices

20.

Miscellaneous

Schedule

1.

Eligibility Criteria

2.

Form of Note Certificate for Class A-4 Notes, Class B Notes and Seller Notes

3.

Form of Note Transfer

4.

Pool Performance Data

5.

Form of Noteholder Report

6.

Form of Annual Certification

7.

Form of Assessment of Compliance Report

8.

Servicer’s Certificate of Compliance

MACQUARIE LEASING PTY LIMITED ABN 38 002 674 982 of Level 6, 50 Martin Place, Sydney, NSW 2000 (MLPL, the Seller and hereinafter included in the expression the Servicer).

MACQUARIE BANK LIMITED ABN 46 008 583 542 of Level 1, 50 Martin Place, Sydney, NSW 2000 (MBL).

MACQUARIE SECURITIES MANAGEMENT PTY LIMITED ABN 26 003 435 443 of Level 1, 50 Martin Place, Sydney, NSW 2000 (hereinafter included in the expression the Manager).

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

This Deed relates to the SMART ABS Series 2015-3US Trust constituted pursuant to the Master Trust Deed and the Trust Creation Deed.

In accordance with the Master Trust Deed, this Deed includes, amongst other things, the terms upon which:

the Trustee may purchase SMART Receivable Rights from the Seller and/or from the Trustee as trustee of a Disposing Trust; and

the Trustee may issue Notes to fund such purchase.

The Trustee has agreed to act as trustee of the Series Trust and the Seller Trust on the terms and conditions of this Deed, the Trust Creation Deed and the Master Trust Deed.

DEFINITIONS AND INTERPRETATION

CA1FA = CAPA x CAR x 

365

CA1FA

=

the A$ Class A-1 Floating Amount for the Interest Period;

CAPA

=

the A$ Equivalent of the aggregate Invested Amounts of the Class A-1 Notes at the close of business on the first day of the Interest Period (after any reductions in the Invested Amounts of the Class A-1 Notes on that day);

CAR

=

the A$ Class A-1 Rate for the Interest Period; and

N

=

the number of days in the Interest Period.

the “Floating Rate Option” specified in the Currency Swap in relation to the Class A-1 Notes for the purposes of calculating A$ floating amounts payable by the Trustee on the Distribution Date at the end of that Interest Period; and

the A$ Class A-1 Margin.

CA2aFA

=

the A$ Class A-2a Floating Amount for the Interest Period;

CA2aPA

=

the A$ Equivalent of the aggregate Invested Amounts of the Class A-2a Notes at the close of business on the first day of the Interest Period (after any reductions in the Invested Amounts of the Class A-2a Notes on that day);

CA2aR

=

the A$ Class A-2a Rate for the Interest Period; and

N

=

the number of days in the Interest Period.

the “Floating Rate Option” specified in the Currency Swap in relation to the Class A-2a Notes for the purposes of calculating A$ floating amounts payable by the Trustee on the Distribution Date at the end of that Interest Period; and

the A$ Class A-2a Margin.

CA2bFA

=

the A$ Class A-2b Floating Amount for the Interest Period;

CA2bPA

=

the A$ Equivalent of the aggregate Invested Amounts of the Class A-2b Notes at the close of business on the first day of the Interest Period (after any reductions in the Invested Amounts of the Class A-2b Notes on that day);

CA2bR

=

the A$ Class A-2b Rate for the Interest Period; and

N

=

the number of days in the Interest Period.

the “Floating Rate Option” specified in the Currency Swap in relation to the Class A-2b Notes for the purposes of calculating A$ floating amounts payable by the Trustee on the Distribution Date at the end of that Interest Period; and

the A$ Class A-2b Margin.

CA3aFA

=

the A$ Class A-3a Floating Amount for the Interest Period;

the “Floating Rate Option” specified in the Currency Swap in relation to the Class A-3a Notes for the purposes of calculating A$ floating amounts payable by the Trustee on the Distribution Date at the end of that Interest Period; and

the A$ Class A-3a Margin.

the “Floating Rate Option” specified in the Currency Swap in relation to the Class A-3b Notes for the purposes of calculating A$ floating amounts payable by the Trustee on the Distribution Date at the end of that Interest Period; and

the A$ Class A-3b Margin.

in relation to an A$ Note, the Invested Amount of that A$ Note at that time; and

in relation to a US$ Note, the Initial Adjusted Invested Amount of that US$ Note less the aggregate of all Australian dollar denominated payments previously made on account of principal in respect of that US$ Note pursuant to Clauses 9.2 and 9.3.

BBSW for that Interest Period; and

the Margin for that A$ Note.

the Class A-1 Notes or a Class A-1 Note means, at any given time, the A$ Equivalent of the Collateralised Amount of those Class A-1 Notes or that Class A-1 Note at that time;

the Class A-2 Notes, a Sub-Class of the Class A-2 Notes or a Class A-2 Note means, at any given time, the A$ Equivalent of the Collateralised Amount of those Class A-2 Notes, that Sub-Class of Class A-2 Notes or that Class A-2 Note at that time; and

the Class A-3 Notes, a Sub-Class of the Class A-3 Notes or a Class A-3 Note means, at any given time, the A$ Equivalent of the Collateralised Amount of those Class A-3 Notes, that Sub-Class of Class A-3 Notes or that Class A-3 Note at that time.

the Class A-1 Notes or a Class A-1 Note means, at any given time:

while a Currency Swap is in place for the Class A-1 Notes and a Currency Swap Provider Payment Default is not subsisting in respect of that Currency Swap, the A$ Equivalent of the Invested Amount of those Class A-1 Notes or that Class A-1 Note at that time; or

while a Currency Swap is not in place for the Class A-1 Notes or while a Currency Swap is in place for the Class A-1 Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, such amount in Australian dollars as is required to be exchanged in the spot exchange market in order to obtain US$ in an amount equal to the Invested Amount of those Class A-1 Notes or that Class A-1 Note at that time;

the Class A-2 Notes, a Sub-Class of the Class A-2 Notes or a Class A-2 Note means, at any given time:

while a Currency Swap is in place for the relevant Sub-Class of Class A-2 Notes and a Currency Swap Provider Payment Default is not subsisting in respect of that Currency Swap, the A$ Equivalent of the Invested Amount of those Class A-2 Notes, that Sub-Class of Class A-2 Notes or that Class A-2 Note at that time; or

while a Currency Swap is not in place for the relevant Sub-Class of Class A-2 Notes or while a Currency Swap is in place for the relevant Sub-Class of Class A-2 Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, such amount in Australian dollars as is required to be exchanged in the spot exchange market in order to obtain US$ in an amount equal to the Invested Amount of those Class A-2 Notes, that Sub-Class of Class A-2 Notes or that Class A-2 Note at that time; and

the Class A-3 Notes, a Sub-Class of the Class A-3 Notes or a Class A-3 Note means, at any given time:

while a Currency Swap is in place for the relevant Sub-Class of Class A-3 Notes and a Currency Swap Provider Payment Default is not subsisting in respect of that Currency Swap, the A$ Equivalent of the Invested Amount of those Class A-3 Notes, that Sub-Class of Class A-3 Notes or that Class A-3 Note at that time; or

while a Currency Swap is not in place for the relevant Sub-Class of Class A-3 Notes or while a Currency Swap is in place for the relevant Sub-Class of Class A-3 Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, such amount in Australian dollars as is required to be exchanged in the spot exchange market in order to obtain US$ in an amount equal to the Invested Amount of those Class A-3 Notes, that Sub Class of Class A-3 Notes or that Class A-3 Note at that time.

bonds, debentures or treasury bills issued by or notes or other securities issued by the Commonwealth of Australia or the government of any State or Territory of the Commonwealth of Australia;

deposits with, or certificates of deposit issued by, a bank;

bills of exchange, which at the time of acquisition have a maturity date of not more than 200 days and which have been accepted, drawn on or endorsed by a bank and provide a right of recourse against that bank by a holder in due course who purchases them for value; or

debentures of any public statutory body constituted under the laws of the Commonwealth of Australia or any State of the Commonwealth where the repayment of the principal secured and the interest payable on that principal is guaranteed by the Commonwealth or the State,

the Income Collections in relation to that Monthly Period;

the Principal Draw in relation to the Determination Date immediately following the end of that Monthly Period;

the Liquidity Reserve Draw in relation to the Determination Date immediately following the end of that Monthly Period; and

the Liquidity Reserve Balance Excess (if any) in relation to the Distribution Date immediately following the end of that Monthly Period.

Schedule 1 of the Master Sale and Servicing Deed, the date specified in that Letter of Offer to be the Closing Date; or

a Transfer Proposal, the date specified in that Letter of Offer to be the Assignment Date,

any:

Security Interest; or

guarantee, indemnity or other assurance,

any Insurance Policy (both present and future) in respect of any Mortgage, Collateral Security or Retained Title Rights in relation to that SMART Receivable.

in relation to a Note, Class of Notes or Sub-Class of Notes at any given time which is not on a Determination Date, the then aggregate Invested Amount for that Note, Class of Notes or

Sub-Class of Notes (as the case may be) less the aggregate amount of Charge-Offs in respect of that Note, Class of Notes or Sub-Class of Notes (as the case may be and, in relation to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the US$ Equivalent of the amount of such Charge-Off) pursuant to this Deed or, in relation to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the US$ Note Conditions, made on prior Distribution Dates and remaining unreimbursed; and

in relation to a Note, Class of Notes or Sub-Class of Notes (as the case may be) on a Determination Date, the amount calculated below:

A less the sum of (B + C) where:

any Recoveries received by the Servicer in relation to those SMART Receivables during the period (less any reversals made during the period in respect of Recoveries where the original

credit entry (or part thereof) was in error or was made but subsequently reversed due to funds not being cleared);

any amounts received by the Trustee pursuant to clause 6.6 of the Master Sale and Servicing Deed in respect of the period;

any amounts reasonably expected by the Manager to be received by the Trustee pursuant to Clause 14.5 on the Distribution Date immediately following that period;

any amounts received by the Trustee pursuant to clauses 3.10(b), 3.16(b) or 6.10 of the Master Sale and Servicing Deed in respect of the period;

any damages received by the Trustee in the period other than as described in paragraphs (c) and (e) above;

any amounts received by the Trustee in the period pursuant to Clause 15.9(c);

in respect of the first Monthly Period only, the A$ Equivalent of any note proceeds in respect of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes and any note proceeds in relation to the A$ Notes received by the Trustee during the period which are not used on the Closing Date to acquire SMART Receivable Rights;

any insurance proceeds received during the period by the Servicer or the Trustee in accordance with any Insurance Policy;

any Transfer Amount (or part thereof) received by the Trustee pursuant to clause 16 of the Master Sale and Servicing Deed and Clause 14.10 of this Deed where the Series Trust is a Disposing Trust; and

any other amount received by the Trustee in the period (excluding any Collections referred to in the preceding paragraphs, any amount drawn from the Liquidity Reserve Balance pursuant to Clause 10.4(e), any collateral or prepayment under any Fixed Rate Swap Agreement or Currency Swap Agreement, any US$ amount received by the Trustee from the Currency Swap Provider under a Currency Swap where such amount has been or is to be paid directly by the Currency Swap Provider to the Principal Paying Agent for the US$ Notes, any Currency Swap Termination Proceeds and any US$ amount received by the Trustee pursuant to an exchange of Australian dollars for US$ in the spot exchange market as contemplated by Clause 9.4(g) or Clause 10.1(d)),

the account established and maintained pursuant to Clause 13.1 or any new account established as the Collections Account under Clause 13.3; and

any other account opened by the Trustee pursuant to Clause 13.7.

in relation to the Class A-1 Notes, the Class A-2a Notes and the Class A-3a Notes, substantially on the terms of Annexure 1 of the Currency Swap Agreement (within the meaning of paragraph (a) of the definition of that term); and

in relation to the Class A-2b Notes and the Class A-3b Notes, substantially on the terms of Annexure 2 of the Currency Swap Agreement (within the meaning of paragraph (a) of the definition of that term),

the ISDA Master Agreement dated on or about the date of this Deed to which the Trustee, the Manager and Australia and New Zealand Banking Group Limited ABN 11 005 357 522 are a party and which sets out the terms and conditions for each Currency Swap, as amended and supplemented from time to time; and/or

any agreement in the form (with agreed amendments) of an ISDA Master Agreement to which the Trustee and the Manager are a party where such agreement is in substitution (in whole or part) of an existing Currency Swap Agreement,

for the purposes of determining the entity with which the Collections Account may be established and maintained under Clause 13, a financial institution which has assigned to it:

a short term credit rating equal to or higher than F1 by Fitch Ratings;

a short term deposit rating equal to or higher than P-1 by Moody’s; and

a long term credit rating equal to or higher than A by Fitch Ratings

otherwise, a financial institution which has assigned to it:

a short term credit rating equal to or higher than F1 by Fitch Ratings;

a short term counterparty risk assessment of P-1(cr) by Moody’s or, if a short term counterparty risk assessment is not available for that financial institution, a short term deposit rating equal to or higher than P-1 by Moody’s; and

a long term credit rating equal to or higher than A by Fitch Ratings,

the aggregate of:

all debit entries representing interest (or in the case of a SMART Receivable which is a Hire Purchase Contract or a Lease Contract, interest and any amount of rent which the Servicer determines is in the nature of interest) or other charges or fees (which the Servicer has determined are in the nature of income) that have been charged during that period to the accounts established in the Servicer’s records for those SMART Receivables (but excluding any Adjustment Advances to be paid to a Disposing Trust on the Closing Date);

subject to paragraph (iii), any Prepayment Break Costs charged in relation to those SMART Receivables during that or a prior period and received by the Servicer during that period; and

any amounts received by the Servicer during that period from the enforcement of any Mortgage in relation to those SMART Receivables, where such amounts:

exceed the aggregate of the costs of enforcement of any such Mortgage and the interest and principal then outstanding on those SMART Receivables in respect of which the amounts are received; and

represent part or all of the Prepayment Break Costs charged during that or a prior period on those SMART Receivables in respect of which the amounts are received,

any Recoveries received by the Servicer in relation to those SMART Receivables during that period (less any reversals made during the period in respect of Recoveries where the original debit entry (or part thereof) was in error);

any amounts reasonably expected by the Manager to be received by the Trustee pursuant to Clause 14.5 on the Distribution Date immediately following that period which represent amounts in respect of accrued but unpaid interest on those SMART Receivables in respect of that period;

any amounts received by the Trustee in that period where those amounts are to be treated as Finance Charges in accordance with Clause 16.6;

the amount of any Finance Charges corresponding to any amounts received by the Trustee in that period pursuant to Clause 15.9(c), as determined by the Manager in accordance with that Clause;

any Collections received by the Trustee or the Servicer during any period in which the aggregate of the Invested Amount of all Notes has been reduced to zero; and

any Adjustment Advance (or part thereof) received by the Trustee pursuant to clause 16.8 of the Master Sale and Servicing Deed where the Series Trust is a Disposing Trust,

on the terms of the Fixed Rate Swap Agreement and which is dated on or after the date of this Deed and on or prior to the Closing Date between the Trustee, the Manager and Macquarie Bank Limited ABN 46 008 583 542; or

on the terms of any other Fixed Rate Swap Agreement that replaces that Fixed Rate Swap Agreement provided the Manager has issued a Rating Notification in relation to the entering into of that other Fixed Rate Swap Agreement.

the ISDA Master Agreement dated on or about the date of this Deed to which the Trustee, the Manager and Macquarie Bank Limited ABN 46 008 583 542 as a Fixed Rate Swap Provider are a party and which sets out the terms and conditions for any Fixed Rate Swap; or

any agreement in the form (with agreed amendments) of an ISDA Master Agreement to which the Trustee and the Manager are a party where such agreement is in substitution (in whole or part) of an existing Fixed Rate Swap Agreement,

the lesser of:

Collections for that Monthly Period; and

Finance Charges for that Monthly Period;

all income received in that Monthly Period in respect of Authorised Short-Term Investments;

the net amount (if any) receivable by the Trustee under any Currency Swap or Fixed Rate Swap in respect of the Interest Period ending on the Distribution Date immediately following the end of that Monthly Period (excluding any US$ amount receivable by the Trustee from the Currency Swap Provider where such amount has been or is to be paid directly by the Currency Swap Provider to the Principal Paying Agent for the US$ Notes);

any interest income (or amounts in the nature of interest income) credited to the Collections Account during that Monthly Period or amounts in the nature of interest otherwise paid by the Servicer or the Manager in respect of Collections held by it;

any amount of input tax credits (as defined in the GST Legislation) received by the Trustee in that Monthly Period in respect of the Series Trust;

any amounts received by the Trustee in that period pursuant to Clause 15.9(c) and determined by the Manager to be received on account of Income Collections in accordance with that Clause; and

any other amount received by the Trustee in that Monthly Period (excluding any Income Collections referred to in the preceding paragraphs, any amount drawn from the Liquidity Reserve Balance pursuant to Clause 10.4(e), any collateral or prepayment under any Fixed Rate Swap Agreement or Currency Swap Agreement, any US$ amount received by the Trustee from the Currency Swap Provider under a Currency Swap where such amount has been or is to be paid directly by the Currency Swap Provider to the Principal Paying Agent for the US$ Notes and any US$ amount received by the Trustee pursuant to an exchange of Australian dollars for US$ in the spot exchange market as contemplated by Clause 9.4(g) or Clause 10.1(d)) which the Manager determines is in the nature of income.

the Class A-1 Notes or a Class A-1 Note means, at any given time, the Initial Invested Amount of those Class A-1 Notes or that Class A-1 Note multiplied by the “A$ Exchange Rate” specified in the confirmation for the Currency Swap in relation to the Class A-1 Notes which was in place at the date of issue of the Class A-1 Notes;

the Class A-2a Notes or a Class A-2a Note means, at any given time, the Initial Invested Amount of those Class A-2a Notes or that Class A-2a Note multiplied by the “A$ Exchange Rate” specified in the confirmation for the Currency Swap in relation to the Class A-2a Notes which was in place at the date of issue of the Class A-2a Notes;

the Class A-2b Notes or a Class A-2b Note means, at any given time, the Initial Invested Amount of those Class A-2b Notes or that Class A-2b Note multiplied by the “A$ Exchange Rate” specified in the confirmation for the Currency Swap in relation to the Class A-2b Notes which was in place at the date of issue of the Class A-2b Notes;

the Class A-3a Notes or a Class A-3a Note means, at any given time, the Initial Invested Amount of those Class A-3a Notes or that Class A-3a Note multiplied by the “A$ Exchange Rate” specified in the confirmation for the Currency Swap in relation to the Class A-3a Notes which was in place at the date of issue of the Class A-3a Notes; and

the Class A-3b Notes or a Class A-3b Note means, at any given time, the Initial Invested Amount of those Class A-3b Notes or that Class A-3b Note multiplied by the “A$ Exchange Rate” specified in the confirmation for the Currency Swap in relation to the Class A-3b Notes which was in place at the date of issue of the Class A-3b Notes.

a Class A-1 Note, a Class A-2 Note and a Class A-3 Note means US$1,000, or such other integral multiple thereof as set out in the US$ Note Conditions;

a Class A-4 Note means A$1,000, or such other amount as the Manager determines;

a Class B Note or a Seller Note, means A$1,000 or such other amount as the Manager determines; and

a Class of Notes or Sub-Class of Notes means the aggregate initial principal amount of all Notes in that Class of Notes or Sub-Class of Notes (as the case may be) upon the issue of those Notes.

the first Interest Period commences on (and includes) the Closing Date and ends on (but excludes) the first Distribution Date;

subject to paragraph (c), each subsequent Interest Period commences on (and includes) a Distribution Date and ends on (but excludes) the next Distribution Date; and

the final Interest Period ends on (but excludes) the date on which interest ceases to accrue on the Notes pursuant to Clause 4.4(a).

on any Determination Date other than the Determination Date immediately preceding the Distribution Date upon which the Notes are redeemed in accordance with Clauses 4.7 or 4.8, the amount (if any) by which the Liquidity Reserve Balance exceeds the Required Liquidity Reserve Balance, after taking into account any Liquidity Reserve Draw calculated on that Determination Date; and

on the Determination Date immediately preceding the Distribution Date upon which the Notes are redeemed in accordance with Clauses 4.7 or 4.8, the Liquidity Reserve Balance after the deduction of any Liquidity Reserve Draw with respect to that Determination Date or after any allocation to the Liquidity Reserve Balance under Clause 10.1(e) on that Distribution Date.

the Liquidity Shortfall in relation to that Determination Date (or zero if there is no Liquidity Shortfall in relation to that Determination Date); and

the Liquidity Reserve Balance as at that Determination Date.

a Class A-2b Note or a Class A-3b Note, the “Margin” in relation to that Note specified in the US$ Note Conditions;

a Class A-4 Note, a Class B Note or a Seller Note, the percentage per annum specified by the Manager in accordance with Clause 4.3(c) provided that, if in relation to any Class of A$ Note no percentage per annum is so specified, the Margin in respect of that Class of A$ Note will be 0.00% per annum.

the first Monthly Period commences on (and includes) the Cut-Off Date and ends on (and includes) the last day of the calendar month prior to the calendar month in which the first Distribution Date occurs;

subject to paragraph (c), each subsequent Monthly Period commences on (and includes) the first day after the last day of the preceding Monthly Period and ends on (and includes) the last day of the calendar month following the calendar month in which the previous Monthly Period ended; and

the final Monthly Period ends on (but excludes) the Termination Payment Date for the Series Trust.

the National Consumer Credit Protection Act 2009 (Cth), including the National Credit Code that comprises Schedule 1 to that Act;

the National Consumer Credit Protection (Fees) Act 2009 (Cth);

the National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 (Cth);

any acts or other legislation enacted as an amendment to, or in connection with, any of the acts set out in paragraphs (a) to (c) (inclusive) and any regulations made under any of the acts set out in paragraphs (a) to (c) (inclusive); and

Division 2 of Part 2 of the Australian Securities and Investments Commission Act 2001, in so far as it relates to the obligations of any of the Trust Manager, the Servicer, the Seller or the Trustee in respect of an Australian Credit Licence issued under the National Consumer Credit Protection Act or registration as a registered person under the National Consumer Credit Protection (Transitional and Consequential Provisions) Act.

zero, where the Finance Charges for that Monthly Period exceed the Net Collections for that Monthly Period; or

in all other cases, the Net Collections for that Monthly Period less the Finance Charges for that Monthly Period.

the Liquidity Shortfall in relation to that Determination Date less the Liquidity Reserve Draw in relation to that Determination Date (or zero if there is no Liquidity Shortfall in relation to that Determination Date); and

where the Collections for the Monthly Period just ended exceed the Finance Charges for that Monthly Period, the amount of such excess or, where the Finance Charges for the Monthly Period just ended equal or exceed the Collections for that Monthly Period, zero.

the Subordination Percentage at that time (after any application of Total Principal Collections prior to that Distribution Date and prior to that time on that Distribution Date) is greater than or equal to 18.9%; and

the Total Collateralised Amount on the immediately preceding Determination Date when expressed as a percentage of the aggregate of the Initial Invested Amount of the A$ Notes and the A$ Equivalent of the Initial Invested Amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes is greater than 10%.

unless paragraph (b) applies, the greater of:

1% of the aggregate of the A$ Equivalent of the Invested Amount of the US$ Notes and the Invested Amount of the A$ Notes on that day (as determined following application of Total Principal Collections, other than any Liquidity Reserve Balance Excess which is to be applied as Total Principal Collections, on the next Distribution Date); or

A$300,000; or

if the Notes have been redeemed in accordance with Clauses 4.7 or 4.8, zero.

if:

the Invested Amount of the Class B Notes as at the preceding Distribution Date was greater than zero (after taking into account any reduction in the Invested Amount of the Class B Notes made on that Distribution Date); and

there are no unreimbursed Class B Charge-Offs,

the aggregate of the amounts referred to in Clauses 10.1(b) to (f) (inclusive) for that Monthly Period;

if paragraph (a) does not apply, and:

the Invested Amount of the Class A Notes as at the preceding Distribution Date was greater than zero (after taking into account any reduction in the Invested Amount of the Class A Notes made on that Distribution Date); and

there are no unreimbursed Class A Charge-Offs,

the aggregate of the amounts referred to in Clauses 10.1(b) to (e) (inclusive) for that Monthly Period; and

if none of paragraphs (a) to (b) (inclusive) apply, the aggregate of the amounts referred to in Clauses 10.1(b) and (c) for that Monthly Period.

first, on a pari passu and rateable basis, all Taxes payable in relation to the Series Trust;

second, on a pari passu and rateable basis, all indemnities and reimbursements payable by the Trustee pursuant to the Transaction Documents;

third, on a pari passu and rateable basis, all Penalty Payments (to the extent that the Trustee is liable for such payments);

fourth, on a pari passu and rateable basis, all other amounts relating to the Series Trust referred to in (or incorporated by Clause 16.7 into) clause 16.11 of the Master Trust Deed in respect of that Monthly Period other than any liabilities specifically referred to in Clauses 10.1(a), 10.1(c) to 10.1(o), 10.2, 9.2 or 9.3 (each inclusive) or any liability of the Trustee to repay all or part of the any collateral or prepayment lodged with, or paid to, the Trustee under the terms of any Fixed Rate Swap Agreement or Currency Swap Agreement or any other amount referred to in paragraphs (e) to (i) (inclusive) below;

fifth, on a pari passu and rateable basis, the Trustee Fee and any fees, costs and expenses payable to the US$ Note Trustee under the US$ Note Trust Deed or the Agency Agreement or to an Agent under the Agency Agreement;

sixth, the Security Trustee Costs;

seventh, the Management Fee;

eighth, the Servicing Fee; and

ninth, the Custodian Fee.

if the Notes have been issued by the Trustee, the date appointed by the Manager as the Termination Event Date by notice in writing to the Trustee (which must not be a date earlier than:

the date that the Collateralised Amount of the Notes has been reduced to zero; or

if an Event of Default (as defined in the Master Security Trust Deed) has occurred, the date of the final distribution by the Security Trustee under the Master Security Trust Deed);

if the Notes have not been issued by the Trustee, the date appointed by the Manager as the Termination Event Date by notice in writing to the Trustee;

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

the date on which the 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.

the Principal Collections in relation to that Monthly Period;

any amount allocated to Total Principal Collections pursuant to Clauses 10.1(g), 10.1(h), 10.1(i),
10.1(m), 10.2(a), 10.2(b), 10.2(c) and 10.2(d); and

all other amounts received by the Trustee in the nature of repayments of principal on the SMART Receivables.

a reference to this Deed includes the Background 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 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;

the expression owing includes amounts that are owing whether such amounts are liquidated or not or are contingent or presently accrued due and includes all rights sounding in damages only;

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 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;

where any day on which a payment is due to be made or a thing is due to be done is not a Business Day, that payment must be made or that thing must be done on the immediately succeeding Business Day;

references to time are to Sydney time;

the expression certified means, in respect of a person, certified in writing by 2 Authorised Officers of that person or by legal counsel for that person 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 or the Manager means, subject to Clause 1.2(r), any wilful failure to comply with, or wilful breach by, the 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:

the performance of the action (the non-performance of which gave rise to such breach) is a precondition to the 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 a proper instruction or direction of:

the Secured Creditors given at a meeting of Secured Creditors convened pursuant to the Master Security Trust Deed; or

the Investors given at a meeting convened under the Master Trust Deed;

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

subject to Clause 19.2, each party will only be considered to have knowledge or awareness of, or notice of, a thing or an event 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 the Series Trust or the Seller Trust, having actual knowledge, actual awareness or actual notice of that thing or that event or grounds or reason to believe that thing or occurrence of that event (and similar references will be interpreted in this way). In addition, notice, knowledge or awareness of a Manager Default, Servicer Default, Trustee Default or Perfection of Title Event means notice, knowledge or awareness of the occurrence of the event or circumstances constituting a Manager Default, Servicer Default, Trustee Default or Perfection of Title Event (as the case may be);

all accounting terms used in this Deed have the meaning as defined under or contemplated by Australian accounting standards;

where a Class of Notes or Sub-Class of Notes listed in Clause 4.2 is not issued pursuant to Clause 4, references in this Deed to the “Notes”, that particular Class of Notes or Sub-Class of Notes, any other Classes of Notes or Sub-Classes of Notes and other related expressions or expressions incorporating the foregoing, will be construed as if the Class of Notes or Sub-Class of Notes not issued does not exist;

subject to Clause 1.10, a reference to this Deed, the Master Trust Deed, the Master Sale and Servicing Deed or any other deed, agreement, document or instrument includes respectively this Deed, the Master Trust Deed, the Master Sale and Servicing 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 5.30 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;

a reference to the credit rating of any person by a Rating Agency includes, where that Rating Agency does not have a public rating of that person, the equivalent internal private credit rating of that person as notified by that Rating Agency to the Trustee and the Manager;

the expressions includes and including are not words of limitation;

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

a reference to $ is a reference to Australian dollars.

(Hedge Agreements): the Fixed Rate Swap Agreement and Currency Swap Agreement (which are each a Hedge Agreement of the Series Trust for the purposes of the Master Trust Deed); and

(Standby Guarantee): the Standby Guarantee (if any).

(Interpretation): For the purposes of the Series Trust, “Financial Reports” will be interpreted as being financial reports in the form of special purpose financial reports as opposed to general purpose financial reports.

(Replaced definitions): The following definitions replace the corresponding definitions in clause 1.1 of the Master Trust Deed, in so far as those corresponding definitions apply to the Series Trust:

“Noteholder means at any given time:

in relation to a US$ Note, the US$ Noteholder in relation to that US$ Note; and

in relation to an A$ Note, the person then appearing in the Register as the holder of that A$ Note.”

“Transaction Document means each of the following documents:

the Master Trust Deed in so far as it applies to the Series Trust;

the Deed of Assumption;

the Master Sale and Servicing Deed;

this Deed;

the Trust Creation Deed;

each document specified in clause 1.5 of the Series Supplement in relation to the Series Trust as a Support Facility;

the Master Security Trust Deed;

the General Security Deed;

the US$ Note Trust Deed;

the US$ Note Conditions;

the Agency Agreement;

each Note;

each Letter of Offer (as defined in the Series Supplement in relation to the Series Trust) relating to the Series Trust;

the Regulation AB Compliance Agreement (as defined in the Series Supplement in relation to the Series Trust) relating to the Series Trust; and

any other document which is agreed by the Manager and the Trustee (and notified by the Manager to the Rating Agencies (if any) in relation to the Series Trust) to be a Transaction Document in relation to the Series Trust.”.

(Meeting procedures): The procedures for convening a meeting of the A$ Noteholders, the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders or a Sub-Class of the Class A Notes for the purposes of clause 26 of the Master Trust Deed, in so far as those procedures apply to the Series Trust and the Noteholders are varied as follows:

if the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders or the Noteholders in respect of any Sub-Class of the US$ Notes are included within the, or are the only, Relevant Investors for the purposes of a meeting under clause 26 of the Master Trust Deed:

any notice of a meeting given or required to be given to the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders or the Noteholders in respect of any Sub-Class of the US$ Notes must also be given to the US$ Note Trustee;

any notice given to a Class A-1 Noteholder, a Class A-2 Noteholder, a Class A-3 Noteholder or a Noteholder in respect of any Sub-Class of the US$ Notes (as the case may be) of a meeting under clause 26 of the Master Trust Deed must be given in accordance with Condition 11.1 of the US$ Note Conditions; and

a meeting under clause 26 of the Master Trust Deed at which the US$ Note Trustee is the only Relevant Investor (as determined pursuant to Clause

1.13(c)(ii) below) must not be held until the US$ Note Trustee has had the opportunity of seeking or obtaining directions from the relevant Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders or Noteholders in respect of any Sub-Class of the US$ Notes in accordance with the US$ Note Trust Deed regarding how the US$ Note Trustee is to vote at the meeting;

the Relevant Investors in relation to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes or any Sub-Class of the US$ Notes, for the purposes of clause 26 of the Master Trust Deed, means the US$ Note Trustee alone, acting on behalf of the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders or the Noteholders in respect of any Sub-Class of the US$ Notes under the US$ Note Trust Deed or, if the US$ Note Trustee has become bound to take steps and/or to proceed under the US$ Note Trust Deed and fails to do so within a reasonable time and such failure is continuing, the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders or the Noteholders in respect of any Sub-Class of the US$ Notes;

if the US$ Note Trustee is the only Relevant Investor in relation to the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes or a Sub-Class of the US$ Notes (as determined pursuant to Clause 1.13(c)(ii) above), it will be regarded as a Representative representing all of the Class A-1 Notes, all of the Class A-2 Notes, all of the Class A-3 Notes or all of the Notes of the relevant Sub-Class of the US$ Notes for the purposes of determining whether a quorum is present at such meeting, for determining the votes to which the US$ Note Trustee is entitled to cast at such meeting and any other relevant matter relating to such meeting;

if any Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders or Noteholders of a Sub-Class of the US$ Notes become entitled to attend a meeting of Relevant Investors pursuant to Clause 1.13(c)(ii), the evidence of the entitlement of such Class A-1 Noteholders, Class A-2 Noteholders, Class A-3 Noteholders or Noteholders of the relevant Sub-Class of the US$ Notes to attend such meeting and to vote thereat, and any other relevant matters, will be determined in accordance with the provisions of the US$ Note Trust Deed and the Agency Agreement, with such amendments as determined by the US$ Note Trustee to be necessary; and

if at a particular time the US$ Note Trustee is or would be the only Relevant Investor in respect of a meeting under clause 26 of the Master Trust Deed, notwithstanding any other provision of the Master Trust Deed the requirement to convene such a meeting and put such issue to such meeting will be satisfied if directions are sought from the US$ Note Trustee on the particular issue that would otherwise be put to such meeting. Upon such a direction being given by the US$ Note Trustee, a meeting of the Relevant Investors will be regarded as having been duly called, convened and held and the direction will be regarded as properly passed as an Extraordinary Resolution of such meeting.

(Withholding): The Master Trust Deed is amended, to the extent the following clauses apply to the Series Trust, as follows:

a new definition of “FATCA Withholding Tax” is inserted in alphabetical order in clause 1.1 as follows:

clause 23.5(a) of the Master Trust Deed is deleted in its entirety and replaced with the following new clause 23.5(a):

(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 or make any withholding or deduction for, or on account of, any present or future taxes, duties or charges of whatsoever nature required by any applicable law (including any FATCA Withholding Tax). Neither the Trustee nor any person making payments on behalf of the Trustee will be obliged to make any additional payments to the Noteholders in respect of the relevant Notes in relation to that withholding or deduction. For the purposes of this clause a written notice given pursuant to section 15-15 of Schedule 1 to the Tax Administration Act 1953 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.”.

(Master Trust Deed provisions): The following clauses of the Master Trust Deed will not apply:

(General provisions): clauses 5.1(d), 6 (to the extent only that it is inconsistent with the provisions of any other Transaction Document) and 8.1; and

(Provisions not relating to Class A-1 Notes, Class A-2 Notes or Class A-3 Notes): clauses 9, 10, 23.1 and 24.4 in so far as they relate to the Class A-1 Noteholders, the Class A-2 Noteholders or the Class A-3 Noteholders.

(Rights of Investors): Nothing in clause 7.1(i) of the Master Trust Deed limits any right of a Class A-1 Noteholder, a Class A-2 Noteholder or a Class A-3 Noteholder under the US$ Note Trust Deed to compel the Trustee, the Manager or the US$ Note Trustee to comply with their respective obligations under the US$ Note Trust Deed.

(Payments under Note Conditions): Clause 11.9(d) of the Master Trust Deed does not apply to payments by the Trustee of amounts received from the Currency Swap Provider in accordance with the terms of the US$ Note Conditions and the Agency Agreement.

(Inspection of Transaction Documents): Clause 27.1 of the Master Trust Deed does not require that any Unitholder, Noteholder or prospective Noteholder wanting to inspect a copy of the Transaction Documents first enter into a confidentiality agreement of the type referred to that clause if, at the time of the inspection, the relevant Transaction Documents are publicly available. For the purposes of this Clause 1.13(h), a Transaction Document will be considered to be publicly available if it is generally available to the public through any website (including without limitation any website maintained by or on behalf of the SEC). In no circumstances will the Subscription Agreement be available to any Unitholder, Noteholder or prospective Noteholder unless the Manager (in its discretion) elects to make it so available.

(Beneficial interest): The beneficial interest in the Series Trust is divided into Units in accordance with the Trust Creation Deed. The Units have been issued to the Unitholders in accordance with the Master Trust Deed and the Trust Creation Deed.

(No further Units): The Trustee must not, and the Manager must not direct the Trustee to, issue any additional Units after the Closing Date.

(Capital Unit – Macquarie Bank Limited): The beneficial interest in the Series Trust represented by the 10 Capital Units held by Macquarie Bank Limited is in the Assets of the Series Trust as a whole (other than the beneficial interest in the Assets represented by the Income Unit) but not in any particular Asset of the Series Trust.

(Proportional interest): The beneficial interest represented by each Capital Unit referred to in paragraph (a) above is in a proportion of the Assets referred to in the foregoing equal to the proportion of that Capital Unit against all the other Capital Units.

(Capital Unitholder): Macquarie Bank Limited, as holder of all 10 Capital Units, has no right to receive any payments or distributions in respect of the Capital Units held by it other than to receive any amounts available for distribution in respect of those 10 Capital Units pursuant to Clause 9.3(b).

(Termination): Except to the extent included in Clause 2.5(a), on the termination of the Series Trust the Capital Unitholder has the right to receive the capital of the Series Trust remaining after the payment (or the provision for payment) of all other outgoings and amounts by the Trustee pursuant to Clause 15.

(A$ Notes): the A$ Notes in accordance with this Deed and, in the case of the Class A-4 Notes only, the Subscription Agreement; and

(US$ Notes): the US$ Notes in accordance with this Deed, the US$ Note Trust Deed, the Agency Agreement and the Underwriting Agreement.

Manager to advise Trustee of details of the Notes

(Number of Notes): the total number of Notes in each Class of Notes and Sub-Class of Notes;

(Principal amount of the Notes): the initial total principal amount of each Class of Notes and Sub-Class of Notes; and

(Margin): the Margin for:

the Class A-2b Notes and the Class A-3b Notes, with such determination to be made pursuant to the Underwriting Agreement;

the Class A-4 Notes, with such determination to be made by the Manager in consultation with MLPL and Australia and New Zealand Banking Group Limited; and

the A$ Notes (other than the Class A-4 Notes), with such determination to be made by the Manager in consultation with MLPL.

Interest on the A$ Notes

(A$ Notes Accrue Interest): Each A$ Note accrues interest from (and including) the Closing Date and ceases to accrue interest from (and including) the earliest of:

in the case of any A$ Note (other than a Class A-4 Note):

the date on which the Collateralised Amount of the A$ Note is reduced to zero; and

the date on which the A$ Note is deemed to be redeemed in accordance with Clause 4.7(d); or

in the case of a Class A-4 Note:

the date on which the Invested Amount of the Class A-4 Note is reduced to zero; and

the date on which the Class A-4 Note is deemed to be redeemed in accordance with Clause 4.7(d).

(Calculation of Interest): Interest on each A$ Note is, subject to this Deed, payable monthly in arrears on each Distribution Date for that A$ Note and, for an Interest Period, is calculated by applying the A$ Note Interest Rate applicable to the A$ Note for that Interest Period to the Invested Amount of the A$ Note on the first day of the Interest Period (after taking into account any reductions in the Invested Amount on that day), by then multiplying such product by the actual number of days in the Interest Period divided by 365 and rounding the resultant figure to the nearest cent (half a cent being rounded upward).

(Payment of Interest): On each Distribution Date in relation to an A$ Note, the Trustee must, on the direction of the Manager and otherwise in accordance with Clause 10.1:

apply any amount available to be allocated under Clause 10.1(d)(vi) on that Distribution Date in payment pari passu and rateably towards the Class A-4 Interest in relation to that Distribution Date and any Unpaid Class A-4 Interest Amount remaining outstanding from prior Distribution Dates;

apply any amount available to be allocated under Clause 10.1(f) on that Distribution Date in payment pari passu and rateably towards the Class B Interest in relation to that Distribution Date and any Class B Interest remaining unpaid from prior Distribution Dates; and

apply any amount available to be allocated under Clause 10.1(l) on that Distribution Date in payment pari passu and rateably towards the Seller Note Interest in relation to that Distribution Date and any Seller Note Interest remaining unpaid from prior Distribution Dates.

Interest on the US$ Notes

Initial Invested Amount of A$ Notes

Redemption of the A$ Notes

(Final Redemption): On the Maturity Date, unless previously redeemed in full, the Trustee must redeem each A$ Note at its then Invested Amount, together with all then accrued but unpaid interest.

(Part Repayment on Distribution Date): On each Distribution Date after the Closing Date and prior to the enforcement of the Security (as defined in the General Security Deed), the Trustee must, subject to Clauses 4.7(d) and (e), repay the outstanding principal on the A$ Notes in part by applying the Total Principal Collections on each Distribution Date in accordance with Clauses 4.7 and 9.1 to 9.3 (inclusive) until the Invested Amounts of the Class A-4 Notes, Class B Notes and Seller Notes are reduced to zero.

(Prepayment options): Unless previously redeemed in full, the Trustee must redeem the A$ Notes by the payment in full of the amount required under Conditions 7.3 or 7.4 (as applicable) of the US$ Note Conditions when required to redeem all of the Notes in accordance with such US$ Note Conditions.

(Redemption on Final Payment): Upon a final distribution being made in respect of the A$ Notes under Clause 15.12 of this Deed or clause 13 of the Master Security Trust Deed, the Notes will thereupon be deemed to be redeemed and discharged in full and any obligation to pay any accrued but unpaid interest, any then unpaid Invested Amount, any then unpaid Collateralised Amount or any other amounts in relation to the A$ Notes will be extinguished in full.

(No Payment in excess of Invested Amount): No amount of principal will be paid to an A$ Noteholder in excess of the Invested Amount applicable to the A$ Notes held by that A$ Noteholder.

Redemption of the US$ Notes

Rounding of payments

(A$ Notes): Payments in respect of interest and principal on the A$ Notes will be rounded to the nearest one cent (half a cent or more being rounded upward).

(US$ Notes): Payments in respect of interest and principal on the US$ Notes will be rounded in accordance with the US$ Note Conditions.

Class A, B, and Seller Notes enjoy same rights except for special rights

Transfer of Notes

(Master Trust Deed): Clauses 6.5 and 10.4(a) of the Master Trust Deed do not apply to the Notes.

(No Retail Client and compliance with laws): A Note may only be issued, offered for subscription or transferred, if the offer of that Note for issue or sale, or the invitation to purchase or subscribe for that Note:

is not made to a person who is a “retail client” within the meaning of section 761G of the Corporations Act; and

complies with any applicable laws in all jurisdictions in which the offer or invitation is made.

(Notice of transfer): In the event that the Trustee receives a Note Transfer in respect of any Notes in accordance with clause 10.10 of the Master Trust Deed, it will promptly provide a copy of that Note Transfer to the Manager for the purpose of enabling the Manager to consider the interest withholding tax status of the relevant transferee.

Incorporation of relevant provisions from the US$ Note Conditions

RBA repo eligibility

Manager’s undertaking and indemnity in relation to ASX Listing

(Undertaking): If the Manager, in its discretion, lists the Class A-4 Notes on the Australian Securities Exchange, the Manager undertakes to the Trustee to:

give the Trustee such directions; and

take such actions on behalf of the Trustee,

(Indemnity): The Manager fully indemnifies the Trustee from and against any expense, loss, damage, liability, fines, forfeiture, legal fees and related costs which the Trustee may incur (whether directly or indirectly) as a consequence of a breach of paragraph (a) except as a result of the fraud, negligence or wilful default of the Trustee.

CONDITIONS PRECEDENT TO ACCEPTANCE OF LETTER OF OFFER

Conditions Precedent to Letter of Offer

(Fixed Rate Swap Agreement and Currency Swap Agreement): a copy of the Fixed Rate Swap Agreement and Currency Swap Agreement, each executed by all parties thereto;

(Master Security Trust Deed): a copy of the Master Security Trust Deed executed by all parties thereto;

(Master Sale and Servicing Deed): a copy of the Master Sale and Servicing Deed, executed by all parties thereto;

(General Security Deed): a copy of the General Security Deed, executed by all parties thereto;

(US$ Note Trust Deed): a copy of the US$ Note Trust Deed, executed by all parties thereto, or the final form of the US$ Note Trust Deed to be executed by the parties to it prior to or simultaneously with the issue of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes;

(Agency Agreement): a copy of the Agency Agreement, executed by all parties thereto;

(Manager’s certificate): a certificate from the Manager stating that, based upon the expected receipts under the SMART Receivables and after taking into account the other Transaction Documents for the Series Trust, in the Manager’s opinion the Trustee as trustee of the Series Trust should be able to meet all anticipated obligations of the Series Trust as and when they fall due including all anticipated amounts as and when they may fall due to the Noteholders in respect of the Notes proposed to be issued on the Closing Date;

(Authorised Officers): a certificate setting out in full the name and specimen signature of each Authorised Officer of the Seller, the Manager and the Servicer; and

(Legal opinions): legal opinions from:

Allen & Overy:

as to the validity and enforceability of the obligations of the Seller, the initial Servicer, the Trustee, the Security Trustee, the initial Manager, the US$ Note Trustee, the Agent Bank and the Principal Paying Agent under the Transaction Documents and the initial Fixed Rate Swap Provider under the Fixed Rate Swap; and

as to the tax and stamp duty implications of the Series Trust and the transactions contemplated by the Transaction Documents; and

external legal counsel for the Trustee as to, amongst other things, the due execution of the Transaction Documents by the Trustee and the Security Trustee.

Other Conditions Precedent

(Letter of Offer): it is satisfied with the form and content of that Letter of Offer;

(Seller letter): it has received a letter (copied to each Rating Agency) from the Seller which, in a manner satisfactory to the Trustee, explains how the SMART Receivables identified in the schedule to that Letter of Offer are marked on the SMART Receivable System so that those SMART Receivables, if necessary, can be separately identified by the Trustee; and

(Other Material): it has received a copy of each other document (if any) required under the Master Sale and Servicing Deed.

Manager’s direction

(Excluded issue): is, on the Closing Date, satisfied that any offer for the issue, or any invitation to apply for the issue, of the Notes is an offer of securities for issue, or is an invitation to apply for the issue of securities, which does not need disclosure to investors under Part 6D.2 of Chapter 6 of the Corporations Act;

(No breach by Seller of representations): is not actually aware that any representation or warranty made or taken to be made by the Seller in relation to the Letter of Offer (or any SMART Receivable identified in it) in any Transaction Document is incorrect in any material respect on the Cut-Off Date specified in that Letter of Offer as if repeated on that Cut-Off Date with reference to facts and circumstances then subsisting;

(Breach of obligations by Seller): is not actually aware that the Seller in relation to the Letter of Offer (or any SMART Receivable identified in it) is in breach in any material respect of any of its obligations under this Deed (unless that breach has been remedied to the satisfaction of the Manager);

(Insolvency Event for Seller): is not actually aware that an Insolvency Event has occurred in relation to the Seller (unless that event has been remedied to the satisfaction of the Manager); and

(Other conditions precedent): is satisfied that such other conditions precedent to the acceptance by the Trustee of the offer contained in the Letter of Offer as are specified in this Deed have been met.

Satisfaction and notification of Conditions Precedent

REMUNERATION OF MANAGER, TRUSTEE AND SECURITY TRUSTEE

Management Fee

Trustee’s Fee

Security Trustee’s fees and expenses

(Pay a fee): pay to the Security Trustee the fee agreed in writing by the Trustee, the Manager and the Security Trustee from time to time; and

(Reimburse): reimburse the Security Trustee its costs and expenses incurred in performing its duties under the Security Trust Deed calculated in accordance with the Security Trust Deed.

Servicing Fee

Custodian Fee

Goods and Services Tax

(No reimbursement): that GST must be borne by the Trustee, the Manager, the Servicer or the Seller, as the case may be, on its own account and neither the Trustee, the Manager, the Servicer nor the Seller is entitled to any reimbursement of that GST (other than to the extent to which any such GST amount forms part of the agreed fee payable to the Trustee, the Manager, the Servicer or the Seller, as the case may be, in accordance with the Transaction Documents) from the Assets of the Series Trust; and

(Definition of “Tax”): the definition of “Tax” in clause 1.1 of the Master Trust Deed shall not include any such GST where that definition applies in relation to the Series Trust.

Adjustments to fees payable to Trustee

(GST Tax Change): For the purposes of this Clause, GST Tax Change means:

the abolition of GST;

any increase or decrease in the rate of GST; or

any amendment to the GST Legislation.

(Effect of GST Tax Change): In ascertaining the effect of a GST Tax Change on the Trustee, any associated abolition, reduction or other change in Taxes reducing, directly or indirectly, the costs (including general overhead costs) of the Trustee will be taken into account.

(Adjustments): Following any GST Tax Change, the fees payable to the Trustee under this Clause 6 will, subject to Clause 6.7(o), be adjusted according to the procedure in this Clause 6.7 so that, from the commencement date or dates of the GST Tax Change, the Trustee is neither economically advantaged nor disadvantaged in relation to the supplies provided by it under this Deed by the effect of the GST Tax Change.

(Notice): At any time within 12 months after a GST Tax Change has come into effect, the Trustee may, by written notice to the Manager, and the Manager may, by written notice to the Trustee, require the commencement of negotiations by the Manager and the Trustee in accordance with the succeeding provisions of this Clause 6.7.

(Time bar): If neither the Trustee nor the Manager issues a notice under Clause 6.7(d) within 12 months after a GST Tax Change has come into effect, then each of the Trustee and the Manager will be taken to have unconditionally and irrevocably waived its rights under Clause 6.7(c) in relation to that GST Tax Change, and no adjustment for that GST Tax Change will be made.

(Negotiations): Within 28 days after receipt of a notice under Clause 6.7(d), the Manager and the Trustee will confer at least once to negotiate in good faith with a view to agreeing on any adjustments to the fees payable to the Trustee under this Clause 6 which will satisfy the Trustee’s rights and the Manager’s rights under Clause 6.7(c).

(Give effect to outcome of negotiations): Subject to Clause 6.7(o), if the negotiations result in the parties agreeing on any adjustments to the fees payable to the Trustee under this Clause 6, the Trustee and the Manager will, as soon as possible, do all things necessary to give effect to the agreement reached, including adjusting any payments of such fees which have previously been made under this Deed after the commencement date or dates of the relevant GST Tax Change.

(Negotiations unsuccessful): If, within 28 days after the first conference under Clause 6.7(f), the Manager and the Trustee are unable to agree fully, the Manager or the Trustee by written notice to the other, may require any matter relating to the Manager’s and the Trustee’s rights under Clause 6.7(c) to be referred to expert determination under this Clause 6.7.

(Appointment of expert): The Manager and the Trustee may appoint any independent consultant who is experienced in indirect taxation to be the expert. If, within 28 days after receipt of a notice under Clause 6.7(h), the Manager and the Trustee are unable to agree on an expert, then the Manager or the Trustee must submit the dispute as to the identity of the

expert to The Institute of Arbitrators & Mediators Australia (IAMA) and request IAMA to nominate the expert in accordance with schedule A of IAMA’s Expert Determination Rules.

(Expert determination): The expert will decide on adjustments which will satisfy the Manager’s and the Trustee’s rights under Clause 6.7(c). The expert will act as an expert and not as an arbitrator and his or her decision will, in the absence of fraud or bias but notwithstanding error, be final and binding on the Manager and the Trustee.

(Procedure): The Manager and the Trustee may agree on any procedure for the expert determination, including the adoption in whole or part of any expert determination rules published by a dispute resolution agency, professional body, law firm or any other person. If the Manager and the Trustee cannot agree, the expert will determine the procedure to be followed in the expert determination. However, unless the Manager and the Trustee otherwise agree:

the expert may inform himself or herself in any way he or she sees fit, including by engaging other consultants, without being bound by the rules of evidence;

each of the Manager and the Trustee will have the right to present its case and to answer the case against it; and

the expert will give reasons for his or her decision.

(Costs of expert): The Manager and the Trustee will pay the costs of the expert in equal shares.

(Scott v Avery clause): The Trustee will not be entitled to commence any action or proceeding relating to any GST Tax Change until the procedures outlined in this Clause 6.7 relating to that GST Tax Change have been completed.

(Continue to Perform): Notwithstanding that the procedures outlined in this Clause 6.7 are operating, the parties will continue to perform their obligations under this Deed.

(Notice to Rating Agencies): The Manager must notify the Rating Agencies of any adjustment to fees pursuant to this Clause 6.7.

Adjustment to fees payable to Manager

(Management): Subject to Clause 6.8(b), the Manager may from time to time agree to adjust the Management Fee. Any adjustment to the Management Fee pursuant to this Clause 6.8(a) will be effective following notice in writing of the same by the Manager to the Trustee.

(Notice to Rating Agency): Any adjustment to fees pursuant to this Clause 6.8 is subject to the issue by the Manager of a Rating Notification in relation to that adjustment.

MANAGER DEFAULT

(Manager Default): The occurrence of any of the following events constitutes a Manager Default:

(Manager does not instruct): the Manager does not instruct the Trustee to pay the required amounts to the Investors of the Series Trust within the time periods specified in this Deed and such failure is not remedied within five Business Days (or

such longer period as the Trustee may agree) of notice of such failure being delivered to the Manager by the Trustee;

(Manager does not prepare Settlement Statements): the Manager does not prepare and transmit to the Trustee the Settlement Statements or any other reports required to be prepared by the Manager and such failure is not remedied within five Business Days (or such longer period as the Trustee may agree) of notice being delivered to the Manager by the Trustee. Such a failure by the Manager does not constitute a Manager Default if it is as a result of a Servicer Default pursuant to clause 4.1(b) of the Master Sale and Servicing Deed provided that, if the Servicer subsequently provides the information to the Manager, the Manager prepares and submits to the Trustee the outstanding Settlement Statements or other reports within ten Business Days (or such longer period as the Trustee may agree to) of receipt of the required information from the Servicer;

(Breach): the Manager has breached its other obligations under this Deed or the Master Trust Deed and such action has had or, if continued, will have an Adverse Effect as reasonably determined by the Trustee after the Trustee is actually aware of such breach, and either such breach is not remedied so that it no longer has or will have such an Adverse Effect, within 20 Business Days (or such longer period as the Trustee may agree to) of notice thereof delivered to the Manager by the Trustee or the Manager has not within 20 Business Days (or such longer period as the Trustee may agree to) of receipt of such notice paid compensation to the Trustee for its loss from such breach in an amount satisfactory to the Trustee (acting reasonably). The Trustee must, in such notice, specify the reasons why it believes an Adverse Effect has occurred, or will occur, as the case may be; or

(Misrepresentation): a representation made or repeated by the Manager in a Transaction Document proves to have been incorrect in any material respect when made or repeated and, as a result, gives rise to an Adverse Effect, as reasonably determined by the Trustee after the Trustee is actually aware that such representation has proved to be incorrect when made or repeated, and the Manager has not paid compensation to the Trustee for any loss suffered by the Trustee as a result of such incorrect representation in an amount satisfactory to the Trustee (acting reasonably) within 20 Business Days (or such longer period as the Trustee may agree to) of notice thereof delivered to the Manager by the Trustee. The Trustee must, in such notice, specify the reasons why it believes an Adverse Effect has occurred.

(Rating Notification from MLPL): The parties acknowledge and agree that MLPL may issue a Rating Notification for the purposes of clause 20.4(a) of the Master Trust Deed.

TERMINATION OF A FIXED RATE SWAP OR A CURRENCY SWAP

(Fixed Rate Swap): If at any time prior to the enforcement of the Security (as defined in the General Security Deed) a Fixed Rate Swap terminates prior to its scheduled termination date:

the Manager and the Trustee must endeavour to (in the case of the Trustee, to the extent that the Manager has made appropriate arrangements to ensure that it is possible for the Trustee to) within three Business Days enter into one or more swaps which replace the Fixed Rate Swap both on terms and with a counterparty in respect of which the Manager has issued a Rating Notification; or

the Manager must enter into other arrangements in respect of which it has notified each Rating Agency.

(Currency Swap): If at any time prior to the enforcement of the Security (as defined in the General Security Deed) a Currency Swap terminates prior to its scheduled termination date:

the Manager and the Trustee must endeavour (in the case of the Trustee, to the extent that the Manager has made appropriate arrangements to ensure that it is possible for the Trustee), within ten Business Days, to enter into one or more swaps which replace the Currency Swap both on terms and with a counterparty in respect of which the Manager has issued a Rating Notification; and

the Trustee must (at the direction of the Manager) apply any Currency Swap Termination Proceeds received by it in respect of that Currency Swap:

subject to Clause 8(b)(ii)(B), towards paying any premium payable to the replacement Currency Swap Provider; or

if not applied in accordance with Clause 8(b)(ii)(A) at the time of the enforcement of the Security (as defined in the General Security Deed), in payment to the Security Trustee for application by the Security Trustee pursuant to clause 4.1(a) and/or clause 4.3 of the General Security Deed.

(Pro Rata Paydown Test not satisfied): first, in accordance with Clause 9.2, but only to the extent permitted under that Clause 9.2; and

(Pro Rata Paydown Test satisfied): second, the balance of the Total Principal Collections (if any) available after its application under Clause 9.2, in accordance with Clause 9.3.

(Class A-1 Notes): first, pari passu and rateably towards the Class A-1 Notes until the A$ Invested Amount of the Class A-1 Notes is reduced to zero, to be paid in accordance with Clause 9.4, provided that no amount will be paid or allocated pursuant to this Clause 9.2(a)

in excess of the amount required to reduce the Invested Amount of the relevant Class A-1 Note to zero;

(Class A-2 Notes): second, pari passu and rateably towards:

the Class A-2a Notes until the A$ Invested Amount of the Class A-2a Notes is reduced to zero; and

the Class A-2b Notes until the A$ Invested Amount of the Class A-2b Notes is reduced to zero,

(Class A-3 Notes): third, pari passu and rateably towards:

the Class A-3a Notes until the A$ Invested Amount of the Class A-3a Notes is reduced to zero; and

the Class A-3b Notes until the A$ Invested Amount of the Class A-3b Notes is reduced to zero,

(Class A-4 Notes): fourth, to make repayments of principal on account of Class A-4 Notes pari passu and rateably amongst the Class A-4 Notes until the Invested Amount of the Class A-4 Notes is reduced to zero;

(US$ Notes): fifth, pari passu and rateably towards the US$ Notes in accordance with either of:

Clause 9.4(f), until the Adjusted Invested Amount of the relevant US$ Notes is reduced to zero; or

Clause 9.4(g), until the Invested Amount of the relevant US$ Notes is reduced to zero,

(Class B Notes): sixth, to make repayments of principal on account of Class B Notes pari passu and rateably amongst the Class B Notes until the Invested Amount of the Class B Notes is reduced to zero; and

(Seller Notes): seventh, to make repayments of principal on account of Seller Notes pari passu and rateably amongst the Seller Notes until the Invested Amount of the Seller Notes is reduced to zero; and

(Capital Unitholder): eighth, the balance (if any) is to be paid to the Capital Unitholder.

(Notes): first, pari passu and rateably (determined by reference to the aggregate Adjusted Invested Amount of each Sub-Class of US$ Notes and the Invested Amount of each Class of A$ Notes, with the Class A Notes to be considered in aggregate for the purpose of determining the amount allocable pursuant to Clause 9.3(a)(i)) towards:

the Class A Notes to be applied in the following order of priority:

first, pari passu and rateably towards the Class A-1 Notes until the A$ Invested Amount of the Class A-1 Notes is reduced to zero, to be paid in accordance with Clause 9.4, provided that no amount will be paid or allocated pursuant to this Clause 9.3(a)(i)(A) in excess of the amount required to reduce the Invested Amount of the relevant Class A-1 Notes to zero;

second, pari passu and rateably towards:

the Class A-2a Notes until the A$ Invested Amount of the Class A-2a Notes is reduced to zero; and

the Class A-2b Notes until the A$ Invested Amount of the Class A-2b Notes is reduced to zero,

third, pari passu and rateably towards:

the Class A-3a Notes until the A$ Invested Amount of the Class A-3a Notes is reduced to zero; and

to the Class A-3b Notes until the A$ Invested Amount of the Class A-3b Notes is reduced to zero,

fourth, to make repayments of principal on account of Class A-4 Notes pari passu and rateably amongst the Class A-4 Notes until the Invested Amount of the Class A-4 Notes is reduced to zero; and

fifth, pari passu and rateably towards the US$ Notes in accordance with either of:

Clause 9.4(f), until the Adjusted Invested Amount of the relevant US$ Notes is reduced to zero; or

Clause 9.4(g), until the Invested Amount of the relevant US$ Notes is reduced to zero,

the Class B Notes until the Invested Amount of the Class B Notes is reduced to zero; and

the Seller Notes until the Invested Amount of the Seller Notes is reduced to zero; and

(Capital Unitholder): second, the balance (if any) is to be paid to the Capital Unitholder.

the A$ Class A-1 Principal in relation to that Distribution Date;

the A$ Class A-2a Principal in relation to that Distribution Date;

the A$ Class A-2b Principal in relation to that Distribution Date;

the A$ Class A-3a Principal in relation to that Distribution Date; and

the A$ Class A-3b Principal in relation to that Distribution Date;

(Currency Swap in place): if a Currency Swap is in place for the relevant Sub-Class of Notes and no Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, the Currency Swap Provider for that Sub-Class of Notes in accordance with the relevant Currency Swap and Condition 7.2(a) of the US$ Note Conditions and must comply with Condition 7.2(c) of the US$ Note Conditions; or

(Currency Swap not in place): if a Currency Swap is not in place for the relevant Sub-Class of Notes or if a Currency Swap is in place for the relevant Sub-Class of Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, the Noteholders for that Sub-Class of Notes, such amount to be exchanged from Australian dollars into the US$ in which that Sub-Class of Notes is denominated in the spot exchange market and then paid to the Principal Paying Agent in accordance with Condition 7.2(b) of the US$ Note Conditions and must be applied in accordance with Condition 7.2(c) of the US$ Note Conditions.

($1 to Income Unitholder): first, at the Manager’s discretion, up to $1 to the Income Unitholder to be dealt with, and held by, the Income Unitholder;

(Series Trust Expenses): second, in payment towards the Series Trust Expenses in respect of the Monthly Period just ended in the order set out in the definition of “Series Trust Expenses” in Clause 1.1;

(Hedge payments): third, pari passu and rateably towards:

unless a Fixed Rate Swap Provider Event of Default is subsisting under the Fixed Rate Swap Agreement, in payment towards any net amounts (including any termination payments payable to the Fixed Rate Swap Provider) payable by the Trustee to the Fixed Rate Swap Provider under the Fixed Rate Swap Agreement documenting the Fixed Rate Swap for the Interest Period ending on that Distribution Date; and

unless a Currency Swap Provider Event of Default is subsisting under the Currency Swap Agreement, in payment towards any net amounts (including any termination payments payable to the Currency Swap Provider but excluding any amount which would otherwise be payable to the Currency Swap Provider pursuant to Clauses 9, 10.1(d)(i), 10.1(d)(ii), 10.1(d)(iii), 10.1(d)(iv) or 10.1(d)(v)) payable by the Trustee to the Currency Swap Provider under the Currency Swap Agreement documenting the Currency Swaps for the Interest Period ending on that Distribution Date;

(Class A Note Interest): fourth, pari passu and rateably towards:

if:

a Currency Swap is in place for the Class A-1 Notes and no Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, payment to the Currency Swap Provider of the A$ Class A-1 Floating Amount due on that Distribution Date plus any A$ Class A-1 Floating Amount remaining unpaid from prior Distribution Dates and interest on any such unpaid amount; or

a Currency Swap is not in place for the Class A-1 Notes or if a Currency Swap is in place for the Class A-1 Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, such amount in Australian dollars as is required to be exchanged for US$ in the spot exchange market in order to pay the US$ Fixed Rate Interest Amount in respect of the Class A-1 Notes due on that Distribution Date plus any US$ Fixed Rate Interest Amount in respect of the Class A-1 Notes remaining unpaid from prior Distribution Dates and interest on any such unpaid amount is to be exchanged for US$ by the Trustee and subsequently paid to the Principal Paying Agent to be paid in turn to the Class A-1 Noteholders;

if:

a Currency Swap is in place for the Class A-2a Notes and no Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, payment to the Currency Swap Provider of the A$ Class A-2a Floating Amount due on that Distribution Date plus any A$ Class A-2a Floating Amount remaining unpaid from prior Distribution Dates and interest on any such unpaid amount; or

a Currency Swap is not in place for the Class A-2a Notes or if a Currency Swap is in place for the Class A-2a Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, such amount in Australian dollars as is required to be exchanged for US$ in the spot exchange market in order to pay the US$ Fixed Rate Interest Amount in respect of the Class A-2a Notes due on that Distribution Date plus any US$ Fixed Rate Interest Amount in respect of the Class A-2a Notes remaining unpaid from prior Distribution Dates and interest on any such unpaid amount is to be exchanged for US$ by the Trustee and subsequently paid to the Principal Paying Agent to be paid in turn to the Class A-2a Noteholders;

if:

a Currency Swap is in place for the Class A-2b Notes and no Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, payment to the Currency Swap Provider of the A$ Class A-2b Floating Amount due on that Distribution Date plus any A$ Class A-2b Floating Amount remaining unpaid from prior Distribution Dates and interest on any such unpaid amount; or

a Currency Swap is not in place for the Class A-2b Notes or if a Currency Swap is in place for the Class A-2b Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, such amount in Australian dollars as is required to be exchanged for US$ in the

spot exchange market in order to pay the US$ Floating Rate Interest Amount in respect of the Class A-2b Notes due on that Distribution Date plus any US$ Floating Rate Interest Amount in respect of the Class A-2b Notes remaining unpaid from prior Distribution Dates and interest on any such unpaid amount is to be exchanged for US$ by the Trustee and subsequently paid to the Principal Paying Agent to be paid in turn to the Class A-2b Noteholders;

if:

a Currency Swap is in place for the Class A-3a Notes and no Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, payment to the Currency Swap Provider of the A$ Class A-3a Floating Amount due on that Distribution Date plus any A$ Class A-3a Floating Amount remaining unpaid from prior Distribution Dates and interest on any such unpaid amount;

a Currency Swap is not in place for the Class A-3a Notes or if a Currency Swap is in place for the Class A-3a Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, such amount in Australian dollars as is required to be exchanged for US$ in the spot exchange market in order to pay the US$ Fixed Rate Interest Amount in respect of the Class A-3a Notes due on that Distribution Date plus any US$ Fixed Rate Interest Amount in respect of the Class A-3a Notes remaining unpaid from prior Distribution Dates and interest on any such unpaid amount is to be exchanged for US$ by the Trustee and subsequently paid to the Principal Paying Agent to be paid in turn to the Class A-3a Noteholders;

if:

a Currency Swap is in place for the Class A-3b Notes and no Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, payment to the Currency Swap Provider of the A$ Class A-3b Floating Amount due on that Distribution Date plus any A$ Class A-3b Floating Amount remaining unpaid from prior Distribution Dates and interest on any such unpaid amount; or

a Currency Swap is not in place for the Class A-3b Notes or if a Currency Swap is in place for the Class A-3b Notes but a Currency Swap Provider Payment Default is subsisting in respect of that Currency Swap, such amount in Australian dollars as is required to be exchanged for US$ in the spot exchange market in order to pay the US$ Floating Rate Interest Amount in respect of the Class A-3b Notes due on that Distribution Date plus any US$ Floating Rate Interest Amount in respect of the Class A-3b Notes remaining unpaid from prior Distribution Dates and interest on any such unpaid amount is to be exchanged for US$ by the Trustee and subsequently paid to the Principal Paying Agent to be paid in turn to the Class A-3b Noteholders; and

payment towards the Class A-4 Interest due on that Distribution Date plus any Unpaid Class A-4 Interest Amount from prior Distribution Dates to be distributed pari passu and rateably between the Class A-4 Notes; and

(Allocation to Liquidity Reserve Balance): fifth, an amount equal to the aggregate of all Liquidity Reserve Draws remaining unreimbursed from preceding Distribution Dates, to the Liquidity Reserve Balance;

(Class B Note Interest): sixth, in payment towards the Class B Interest due on that Distribution Date plus any Class B Interest remaining unpaid from prior Distribution Dates to be distributed pari passu and rateably between the Class B Notes;

(Unreimbursed Principal Draw): seventh, an amount equal to the Unreimbursed Principal Draw in relation to that Determination Date will be allocated to the Total Principal Collections for the Monthly Period just ended to be applied on that Distribution Date in accordance with Clause 9.1;

(Reimbursement of Defaulted Amounts): eighth, an amount equal to the Defaulted Amount in respect of the Monthly Period just ended will be allocated to Total Principal Collections for the Monthly Period just ended to be applied on that Distribution Date in accordance with Clause 9.1;

(Unreimbursed Charge-Offs): ninth, an amount equal to any Charge-Offs (other than any Seller Charge-Offs) remaining unreimbursed from all prior Distribution Dates, which amount will be allocated to Total Principal Collections for the Monthly Period just ended to be applied on that Distribution Date in accordance with Clause 9.1;

(Hedge payments on default): tenth, pari passu and rateably:

if a Fixed Rate Swap Provider Event of Default is subsisting, in payment towards any net amounts payable by the Trustee to the Fixed Rate Swap Provider under the Fixed Rate Swap Agreement documenting the Fixed Rate Swap for the Interest Period ending on that Distribution Date; and

if a Currency Swap Provider Event of Default is subsisting, in payment towards any net amounts payable by the Trustee to the Currency Swap Provider under the Currency Swap Agreement documenting the Currency Swaps for the Interest Period ending on that Distribution Date;

(Accrued Interest Adjustment): eleventh, to the Seller towards the aggregate of the Accrued Interest Adjustment for all SMART Receivables (if any) as determined by the Manager on the Determination Date immediately following the Closing Date;

(Seller Note Interest): twelfth, in payment towards the Seller Interest due on that Distribution Date plus any Seller Interest remaining unpaid from prior Distribution Dates to be distributed pari passu and rateably between the Seller Notes;

(Unreimbursed Seller Charge-Offs): thirteenth, an amount equal to any Seller Charge-Offs remaining unreimbursed from all prior Distribution Dates, which amount will be allocated to Total Principal Collections for the Monthly Period just ended to be applied on that Distribution Date in accordance with Clause 9.1;

(Reimbursement of MBL): fourteenth, an amount equal to the Redirected Liquidity Reserve Balance Excess, to MBL; and

(Income Unitholder): finally, the balance to the Income Unitholder (or in accordance with its directions) to be dealt with, and held by, the Income Unitholder.

(Unreimbursed Principal Draw): first, an amount equal to any remaining Unreimbursed Principal Draw after the application of Clause 10.1(g) to be allocated to the Total Principal Collections for the Monthly Period just ended to be applied on that Distribution Date in accordance with Clause 9.1;

(Reimbursement of Defaulted Amounts): second, an amount equal to any remaining Defaulted Amount after the application of Clause 10.1(h) to be allocated to Total Principal Collections for the Monthly Period just ended to be applied on that Distribution Date in accordance with Clause 9.1;

(Unreimbursed Charge-Offs): third, an amount equal to any Charge-Offs (other than any Seller Charge-Offs) remaining unreimbursed after the application of Clause 10.1(i) to be allocated to Total Principal Collections for the Monthly Period just ended to be applied on that Distribution Date in accordance with Clause 9.1;

(Unreimbursed Seller Charge-Offs): fourth, an amount equal to any Seller Charge-Offs remaining unreimbursed after the application of Clause 10.1(m) to be allocated to Total Principal Collections for the Monthly Period just ended to be applied on that Distribution Date in accordance with Clause 9.1; and

(Reimbursement of MBL): finally, the balance (if any) to be paid directly to MBL.

(Initial Liquidity Reserve Account): Before the Closing Date, the Trustee must establish an account (which may be, but is not required to be, an interest bearing account) with an Eligible Depository (as nominated by the Trustee, acting on the direction of the Manager) for the purpose of holding the Liquidity Reserve. The Liquidity Reserve Account established pursuant to this Clause 10.4(a) must be a separate account from the Collections Account.

(Replacement Liquidity Reserve Account): The Trustee must, upon becoming actually aware that the financial institution at which the Liquidity Reserve Account is maintained is no longer an Eligible Depository, immediately open a new Liquidity Reserve Account with an Eligible Depository and transfer all amounts then held in the Liquidity Reserve Account to the new Liquidity Reserve Account.

(Deposit by Macquarie Bank): On the Closing Date Macquarie Bank must deposit an amount equal to the Required Liquidity Reserve Balance on that date into the Liquidity Reserve Account and the Manager must direct the Trustee to apply such amount towards the Liquidity Reserve Balance. After the Closing Date, the Liquidity Reserve Balance must be held in either the Liquidity Reserve Account or invested in Authorised Short-Term Investments (as the Manager in its discretion directs the Trustee). The Trustee must keep a record of the amount of the Liquidity Reserve Balance.

(Determining Liquidity Reserve Balance): The Liquidity Reserve Balance at any time is:

the aggregate of all amounts previously allocated to the Liquidity Reserve Balance from the deposit made by Macquarie Bank in accordance with Clause 10.4(c) and all amounts allocated to the Liquidity Reserve Balance from Collections pursuant to Clause 10.1(e); less

the aggregate of all amounts of the Liquidity Reserve Balance previously withdrawn and applied in accordance with Clause 10.4(e).

(Application of Liquidity Reserve Balance): The Liquidity Reserve Balance must not be withdrawn by the Trustee other than at the direction of the Manager to be applied:

to the extent of any Liquidity Reserve Draw, as Available Income in accordance with Clause 10.1; or

in accordance with Clause 10.2; or

on the Termination Payment Date, in accordance with Clause 15.

(Charge-Off first against Seller Notes): the amount of the Defaulted Amount Insufficiency will first be charged-off on that Distribution Date against the Collateralised Amount of the Seller Notes (pari passu and rateably amongst the Seller Notes based on their Collateralised Amounts on that Determination Date) so that the Collateralised Amount of the Seller Notes is reduced from that Distribution Date by that amount, provided that the Collateralised Amount for Seller Notes cannot be reduced below zero by such charge-offs;

(Charge-Off fifth against Class B Notes): the amount of any balance of the Defaulted Amount Insufficiency remaining after the application of Clause 11.1(a) (because the Collateralised Amount of the Seller Notes has been reduced to zero) will be charged-off on that Distribution Date against the Collateralised Amount of the Class B Notes (pari passu

and rateably amongst the Class B Notes based on their Collateralised Amounts on that Determination Date) until the Collateralised Amount of the Class B Notes is reduced to zero; and

(Charge-Off finally against Class A Notes): the amount of any balance of the Defaulted Amount Insufficiency remaining after the application of Clauses 11.1(a) and (b) (because the Collateralised Amount of the Seller Notes and Class B Notes has been reduced to zero) will be charged-off pari passu and rateably (determined by reference to the aggregate A$ Invested Amount of each Sub-Class of Class A Notes, with the US$ Notes to be considered in aggregate for the purpose of determining the amount allocable pursuant to Clause 11.1(c)(i)) on that Distribution Date against:

the US$ Notes, based on their Collateralised Amount on that Determination Date as contemplated by Condition 7.9 of the US$ Note Conditions until the Collateralised Amount of those Notes is reduced to zero; and

the Collateralised Amount of the Class A-4 Notes (pari passu and rateably amongst the Class A-4 Notes based on their Collateralised Amounts on that Determination Date) until the Collateralised Amount of the Class A-4 Notes is reduced to zero.

(Reimbursement of Class A to Class B Charge-Offs): If part of the Available Income for a Monthly Period is allocated pursuant to Clause 10.1(i) or 10.2(c) on a Distribution Date, the effect of this will be to reduce the Charge-Offs in respect of the Notes (other than the Seller Notes) by the amount of the allocation, in the following order of priority:

(Reimbursement of Class A Charge-Offs): first, pari passu and rateably (determined by reference to the aggregate A$ Invested Amount of each Sub-Class of Class A Notes, with the US$ Notes to be considered in aggregate for the purpose of determining the amount allocable pursuant to Clause 11.2(a)(i)(A)) to:

the reduction of the Class A Charge-Offs in respect of the US$ Notes remaining unreimbursed from all prior Distribution Dates until the Adjusted Collateralised Amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes is equal to the A$ Equivalent of the Invested Amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes; and

the reduction of the Class A Charge-Offs in respect of the Class A-4 Notes remaining unreimbursed from all prior Distribution Dates until the Collateralised Amount of the Class A-4 Notes is equal to the Invested Amount of the Class A-4 Notes; and

(Reimbursement of Class B Charge-Offs): second, pari passu and rateably to the reduction of the Class B Charge-Offs remaining unreimbursed from all prior Distribution Dates until the Collateralised Amount of the Class B Notes is equal to the Invested Amount of the Class B Notes.

(Reimbursement of Seller Charge-Offs): If part of the Available Income for a Monthly Period is allocated pursuant to Clause 10.1(m) or 10.2(d) on a Distribution Date, the effect of this will be to reduce pari passu and rateably the Seller Charge-Offs remaining unreimbursed from all prior Distribution Dates by the amount of that allocation until the Collateralised Amount of the Seller Notes is equal to the Invested Amount of the Seller Notes.

(Determination of Net Trust Income): The Manager must determine the Net Trust Income for the Series Trust for each Financial Year (being an amount not less than A$1) and for the purpose of those calculations:

the Manager 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 whether and the extent to which any provisions and reserves need to be made for the Financial Year;

if no determination is made by the Manager under Clause 12.2(a)(i), an item is to be taken into account in calculating the Net Trust Income if it would be taken into account in calculating the Net Tax Income; and

the Manager must act or direct that the Trustee takes such action as is necessary in each case to ensure (to the extent possible) that any tax liability in respect of the Series Trust in respect of a Financial Year under Division 6 of Part III of the 1936 Tax Act is borne by the Income Unitholder of the Series Trust and not by the Trustee.

(Entitlement): In each Financial Year the Income Unitholder will have an absolute vested interest in, and will be presently entitled to, the Net Trust Income of the Series Trust, notwithstanding the fact that such amount is not paid by the Trustee to the Income Unitholder during that Financial Year pursuant to Clause 10.1(a) or 10.1(o). Any such amount not paid to the Income Unitholder during a Financial Year will be an amount payable by the Trustee to the Income Unitholder that will be satisfied only from Income Unit Amounts otherwise payable to the Income Unitholder in accordance with Clause 10.1(a) or 10.1(o) on the Distribution Dates following the close of the Financial Year.

(Final Distributions): If in the last Financial Year of the Series Trust, there is an amount payable by the Trustee in accordance with Clause 12.2(b) in respect of the previous Financial Year that has not been satisfied from the Income Unit Amounts payable to the

Income Unitholder in accordance with Clause 10.1(a) or 10.1(o) on the Distribution Dates in the last Financial Year, the shortfall, plus any such amount for the last Financial Year, will be satisfied in full from, and only by, the payment of the excess funds (if any) by the Trustee to the Income Unitholder pursuant to Clause 15.12.

(Financial Year): The definition of Financial Year in clause 1 of the Master Trust Deed does not apply to the Series Trust. Instead, Financial Year means a period of 12 months beginning on 1 July, unless the Series Trust is a member of a consolidated group within the meaning of section 703-5 of the 1997 Tax Act, in which case Financial Year means the same period as the ‘income year’ of the head company of the tax consolidated group for the purposes of the 1997 Tax Act, provided in either case that:

the first Financial Year of the Series Trust is the period commencing on the date of the constitution of the Series Trust and ending on the next succeeding 30 June or the last day of the then current period which is the income year of the head company of the tax consolidated group for the purposes of the 1997 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 1 July or the commencement of the then current period which is the income year of the head company of the tax consolidated group for the purposes of the 1997 Tax Act.

(Deposit with the Income Unitholder): A payment to the Income Unitholder of an Income Unit Amount pursuant to Clause 10.1(a) or 10.1(o) with respect to a Distribution Date will be held by the Income Unitholder as a deposit by the Trustee with the Income Unitholder and will be dealt with in accordance with this Clause 12.3.

(Application towards Net Trust Income): As at the end of each Financial Year, the Income Unitholder will, and will be entitled to, deduct and retain for its own benefit from so much of the deposit standing to the credit of the Trustee pursuant to Clause 12.3(a):

first, the amount of Net Trust Income of the Series Trust in which the Income Unitholder has an absolutely vested interest, and to which the Income Unitholder is presently entitled, for that Financial Year pursuant to Clause 12.2; and

secondly, an amount not exceeding the then Subscription Amount notified by the Manager to the Trustee and the Income Unitholder that the Income Unitholder is entitled to deduct as a return of capital in the Series Trust represented by the Income Unit.

(Establishment): Before the Closing Date the Trustee must establish the Collections Account with MBL or such other Eligible Depository as the parties may agree on from time to time.

(Interest bearing account): The Collections Account must be an interest bearing account provided that, if it is maintained with MBL, MBL is not required to pay interest with respect to either:

any amount deposited in the Collections Account on any day if:

the Manager determined pursuant to Clause 10.1 on the Determination Date immediately preceding that day that an amount is payable to the Income Unitholder in accordance with Clause 10.1(o) on the Distribution Date following that Determination Date; and

an Insolvency Event does not exist in respect of MBL; or

the amount of any collateral paid to the Trustee under a Fixed Rate Swap Agreement or Currency Swap Agreement from time to time standing to the credit of the Collections Account.

(MBL is an Eligible Depository): MBL is an Eligible Depository; or

(MBL is not an Eligible Depository): if MBL is not an Eligible Depository:

a Standby Guarantee has been entered into to support MBL’s obligations to credit to, and to repay from, in accordance with normal banking practice, moneys deposited and to be deposited in the Collections Account; or

the Manager has issued a Rating Notification in relation to the Collections Account being held with MBL.

(Obligation to Transfer): If:

(While Collections Account with MBL): the Collections Account is maintained with MBL but the Trustee becomes aware that the Collections Account cannot continue to be maintained with MBL pursuant to Clause 13.2; or

(While Collections Account with another financial institution): the Collections Account is maintained with a financial institution other than MBL and the Trustee becomes aware that the financial institution is no longer an Eligible Depository,

the Trustee must immediately establish a new interest bearing Collections Account with an Eligible Depository and transfer the funds standing to the credit of the old Collections Account to the new Collections Account.

(Discretion to Transfer): Provided that Clause 13.2 is satisfied and each Rating Agency has been given prior notice of its intention to do so, if the Collections Account is established with a financial institution other than MBL following the Closing Date, at any time after that date the Manager and the Servicer may agree to establish a new interest bearing Collections Account with MBL and transfer funds standing to the credit of the old Collections Account to the new Collections Account.

(Receipt before the Closing Date): in the case of each Collection received by the Servicer or the Seller before the Closing Date, on, or within two Business Days after, the Closing Date;

(Receipt after the Closing Date): in the case of each Collection received by the Servicer or the Seller on or after the Closing Date, within two Business Days after receipt of such Collection; or

(Where otherwise payable): where Collections are not received by the Servicer but are otherwise payable by the Servicer or the Seller in accordance with this Deed, within two Business Days of when they fall due for payment to the Trustee from the Servicer or the Seller,

(Income Unit amount): the Manager determines pursuant to Clause 10.1 on the immediately preceding Determination Date that an amount is to be paid to the Income Unitholder in accordance with Clause 10.1(o) on the Distribution Date following that Transfer Date; and

(Insolvency Event): an Insolvency Event does not exist in respect of MBL.

(Collections Account with MBL): there are Collections deposited with MBL in the Collections Account;

(Standby Guarantee): the Collections Account is permitted to be maintained with MBL pursuant to Clause 13.2(b)(i); and

(Collections Account in excess):

the maximum amount available to be claimed by the Trustee under the Standby Guarantee is less than the aggregate of all amounts then deposited and to be deposited into the Collections Account by 10.00 a.m. on the next following Transfer Date; and

the Manager has not, within two Business Days of being notified of the above, issued a Rating Notification in relation to the failure to satisfy Clauses 13.7(d) to (f) (inclusive) if amounts continue to be deposited in the Collections Account held with MBL,

(New Collections Account): the Trustee must, upon becoming actually aware of the occurrence of that event, immediately open a new Collections Account with an Eligible Depository;

(Amounts in excess transferred): amounts credited to the Collections Account held with MBL in excess of the maximum amount available to be claimed by the Trustee under the Standby Guarantee must be transferred by the Trustee from that Collections Account to the new Collections Account; and

(Subsequent deposits): all amounts received by, or payable to, the Trustee in respect of the Series Trust must be deposited in the Collections Account held with MBL to the extent that such amounts can be deposited in that Collections Account in accordance with this Clause 13. The balance of such amounts must be deposited in the new Collections Account established pursuant to Clause 13.7(d) and in accordance with Clause 13.4.

(Redemption of Notes): the date on which all the Notes have been redeemed in full in accordance with the Master Trust Deed and this Deed; and

(Termination Event Date): the Termination Event Date of the Series Trust.

(Clean-Up Percentage): on any day the aggregate principal balance of the SMART Receivables expressed as a percentage of the aggregate principal balance of the SMART Receivables on the Closing Date is, or will on the next Distribution Date be, below the Clean-Up Percentage; or

(Tax event): an event referred to in Condition 7.4(a) or (b) of the US$ Note Conditions has occurred,

(Clean-Up Settlement Date to coincide with redemption of Notes): if any Notes have been issued and have not then been redeemed, the Manager must, subject to Clause 14.4(b), in accordance with Conditions 7.3 or 7.4 of the US$ Note Conditions (as applicable) direct the Trustee to give a notice in accordance with such Conditions (which the Trustee must give to Noteholders) that on the Distribution Date nominated by the Seller as the Clean-Up Settlement Date (which must be a complying Distribution Date in accordance with such Condition) a redemption of the Notes will occur pursuant to such Condition (in which case, such nominated and complying Distribution Date will be the Clean-Up Settlement Date); or

(Otherwise, date nominated by the Seller): otherwise, the Clean-Up Settlement Date will be the Distribution Date nominated by the Seller as the Clean-Up Settlement Date pursuant to Clause 14.2.

(Calculation): The Clean-Up Settlement Price will be the amount determined by the Manager to be the aggregate of the Fair Market Value (as at the last day of the Monthly Period ending immediately before the proposed Clean-Up Settlement Date) of each SMART Receivable then forming part of the Assets of the Series Trust.

(Minimum Clean-Up Settlement Price): If any Notes have been issued and have not then been redeemed (or deemed to be redeemed) and if the amount of the Clean-Up Settlement Price determined by the Manager (when combined with the other Assets that will be available to the Trustee) is not sufficient to ensure, upon payment by the Seller to the Trustee pursuant to Clause 14.5, that the Trustee would be in a position on the proposed Clean-Up Settlement Date to redeem the Notes in full in accordance with Conditions 7.3 or 7.4 of the US$ Note Conditions (as applicable), the Manager must not give a direction to the Trustee pursuant to Clause 14.3(a). If such amount would be so sufficient, the Manager’s direction pursuant to Clause 14.3(a) must be accompanied by a notification to the Trustee of such amount and the certificate referred to in Condition 7.5 of the US$ Note Conditions.

(Minimum not sufficient): If the Manager cannot issue the direction referred to in Clause 14.3(b) as a result of such Clause, nothing herein prevents the Seller issuing a further advice to the Manager pursuant to Clause 14.2 at a later date, in which case the procedures and provisions of this Clause 14 will thereupon take effect again (including this Clause 14.4(c)), subject to the requirements herein contained.

(Clean-Up Settlement Price): any Clean-Up Settlement Price to be determined pursuant to this Clause 14.8 will be determined by the Manager in accordance with Clause 14.4(a); and

(Trustee liability): any proposed revised exercise of the Seller’s rights pursuant to this Clause is permitted in law and does not result in the Trustee being exposed to the risk of personal liability unless the Trustee is satisfied, in its absolute discretion, that the Seller will be able to indemnify the Trustee in respect of such risk in accordance with clause 9.15(a) of the Master Sale and Servicing Deed.

(Call Date): where the relevant Transfer Proposal is issued in connection with an exercise by the Trustee of its rights to redeem all of the Notes in accordance with Condition 7.3 of the US$ Note Conditions and the relevant Assignment Date falls on or after the Call Date (as defined in Condition 7.3); or

(Tax call): where the relevant Transfer Proposal is issued in connection with an exercise by the Trustee of its rights to redeem all of the Notes in accordance with Condition 7.4 of the US$ Note Conditions and the relevant Assignment Date falls on or within five Business Days of the date on which all of the Notes are to be so redeemed,

(Fair Market Value): the Trustee must not sell the SMART Receivable Rights for less than an amount equal to the Fair Market Value of the SMART Receivables that then form part of the Assets of the Series Trust;

(Sale in accordance with Clause 15.4): the Trustee must not sell any SMART Receivable Rights unless the sale is on terms in accordance with Clause 15.4; and

(Right of first refusal): the Trustee must not sell any SMART Receivable Rights unless it has offered the SMART Receivable Rights for sale to the Seller in accordance with Clause 15.5 and the Seller has either not accepted that offer within 90 days of that Termination Event Date or has accepted that offer but not paid the consideration due by the time required pursuant to Clause 15.5.

(Equitable assignment only): any SMART Receivable Rights sold pursuant to that sale are assigned in equity only (unless the Trustee already holds legal title to such SMART Receivable Rights);

(Servicer’s rights retained): the sale is expressly subject to the Servicer’s right to be retained as Servicer of those SMART Receivable Rights in accordance with the terms of this Deed; and

(Sale subject to Seller Trust): the sale is expressly subject to the rights of the Seller Trust in respect of those SMART Receivable Rights pursuant to this Deed and to the Seller’s rights (as beneficiary of the Seller Trust) in respect of those SMART Receivable Rights pursuant to this Deed.

(Deemed offer to Seller): Subject to Clause 15.5(d), on the Termination Event Date of the Series Trust, if the Trustee holds any SMART Receivable Rights at that time, the Trustee is deemed to irrevocably offer to extinguish in favour of the Seller, its entire right, title and interest in the SMART Receivable Rights forming part of the Assets of the Series Trust in return for the payment to the Trustee of an amount equal to the Fair Market Value (as at the Termination Event Date of the Series Trust) of the SMART Receivables then forming part of the Assets of the Series Trust.

(Acceptance by Seller of Offer): The Seller may verbally accept the offer referred to in Clause 15.5(a) within 90 days after the Termination Event Date of the Series Trust and having accepted the offer, must pay to the Trustee, in immediately available funds, the amount referred to in Clause 15.5(a) by the expiration of 180 days after the Termination Event Date of the Series Trust. If the Seller accepts such offer, the Trustee must execute whatever documents the Seller reasonably requires to complete the extinguishment of the Trustee’s right, title and interest in the SMART Receivable Rights then forming part of the Assets of the Series Trust.

(Trustee must not sell): The Trustee must not sell any SMART Receivable Rights referred to in Clause 15.5(a) unless the Seller has failed to accept the offer referred to in Clause 15.5(a) within 90 days after the Termination Event Date of the Series Trust or, having accepted the offer, has failed to pay the amount referred to in Clause 15.5(a) by the expiration of 180 days after the Termination Event Date of the Series Trust.

(Approval of Noteholders): If the Fair Market Value (as at the Termination Event Date of the Series Trust) of the SMART Receivables then forming part of the Assets of the Series Trust is not sufficient to ensure that, following the acceptance by the Seller of the deemed offer by the Trustee pursuant to Clause 15.5(a), the Noteholders will receive an amount equal to the aggregate on the Termination Payment Date of:

(Invested Amount): the Invested Amount of the Notes; and

(Interest Entitlement): the Interest Entitlement on the Notes,

(Perfect title): take all necessary steps to perfect the Trustee’s legal title to the SMART Receivable Rights;

(Terminate Servicer): terminate the rights and obligations of the Servicer in respect of those SMART Receivable Rights; and

(Sell SMART Receivable Rights): sell the legal and beneficial ownership in such SMART Receivable Rights to the prospective purchaser free of the Seller Trust and all rights of the Seller to repurchase such SMART Receivable Rights in accordance with this Deed which rights the Seller is deemed to have waived by its not accepting the offer made to it in accordance with Clause 15.5(a).

(Consent): consent to the granting in favour of the Seller of mortgages and other Security Interests subsequent to the Mortgages and Collateral Security assigned to the purchaser;

(Enter Priority Agreements): enter into priority agreements with the Seller, in the form then specified in the Servicing Standards, limiting the priority of the Mortgages and Collateral Security assigned to the purchaser over any subsequent mortgages and other Security Interests held by the Seller to the then principal balance of the relevant SMART Receivable and any interest, fees and expenses on this amount; and

(Endeavour to obtain Borrower’s consent): use reasonable endeavours to obtain the consent of the providers of Mortgages and Collateral Securities assigned to the purchaser, and any other relevant person, to the grant of subsequent mortgages and other Security Interests to the Seller.

(Trustee, Manager and Servicer must continue to perform duties): the Trustee, the Servicer and the Manager must continue to perform their respective roles in accordance with the Master Trust Deed and this Deed in respect of the Assets of the Series Trust;

(Collections to continue to be paid into Collections Account): all Collections must continue to be deposited into the Collections Account in accordance with this Deed;

(Proceeds of sale): all proceeds arising from the sale of Assets of the Series Trust must be deposited into the Collections Account and must be treated for all purposes as if such proceeds were Collections and the Manager must determine (and advise the Trustee) which of such proceeds are to be treated as received on account of Income Collections and the Finance Charges corresponding to such proceeds; and

(Trustee must make payments): the Trustee must continue to make all payments determined by the Manager as required to be made in accordance with this Deed.

(Required Credit Rating): Unless otherwise agreed between the Manager, the Trustee and each Rating Agency, the Required Credit Rating in respect of the Authorised Short-Term Investments of the Series Trust is:

with respect to Moody’s:

in relation to Authorised Short-Term Investments whose remaining maturities at the time of purchase by the Trustee are equal to or less than three months, a short-term credit rating of P-1 by Moody’s or a long term credit rating of A2 by Moody’s;

in relation to Authorised Short-Term Investments whose remaining maturities at the time of purchase by the Trustee are greater than three months but equal to or less than six months, a short-term credit rating of P-1 by Moody’s and a long term credit rating of at least Aa3 by Moody’s; or

in relation to Authorised Short-Term Investments whose remaining maturities at the time of purchase by the Trustee are greater than six months, a credit rating by Moody’s which is equal to or higher than the credit rating assigned by Moody’s to the most highly rated Note outstanding at that time; and

with respect to Fitch Ratings:

in relation to Authorised Short-Term Investments whose remaining maturities at the time of purchase by the Trustee are less than or equal to 30 days:

if the credit rating assigned by Fitch Ratings to the most highly rated Note outstanding is AAAsf, a short term credit rating of at least F1 by Fitch Ratings and a long term credit rating of A by Fitch Ratings;

if the credit rating assigned by Fitch Ratings to the most highly rated Note outstanding is less than AAAsf but greater than Asf, a short term credit rating of at least F2 by Fitch Ratings and a long term credit rating of at least A- by Fitch Ratings;

if the credit rating assigned by Fitch Ratings to the most highly rated Note outstanding is less than AAsf but greater than BBBsf, a short term credit rating of at least F2 by Fitch Ratings and a long term credit rating of at least BBB+ by Fitch Ratings;

if the credit rating assigned by Fitch Ratings to the most highly rated Note outstanding is less than Asf but greater than BBsf, a short term credit rating of at least F3 by Fitch Ratings and a long term credit rating of at least BBB- by Fitch Ratings; or

if the credit rating assigned by Fitch Ratings to the most highly rated Note outstanding is less than BBBsf, a credit rating by Fitch Ratings which is equal to or higher than the credit rating assigned by Fitch Ratings to the most highly rated Note outstanding at that time; or

in relation to Authorised Short-Term Investments which are securities and whose remaining maturities at the time of purchase by the Trustee are more than 30 days but less than or equal to 365 days, a short-term credit rating of F1+ by Fitch Ratings or a long-term credit rating of at least AA- by Fitch Ratings.

(Maturity): The Manager must ensure that each Authorised Short-Term Investment, other than cash, acquired by the Series Trust has a maturity date such that its proceeds will be available to meet the Trustee’s obligations in respect of the Notes as they fall due on the Distribution Date on which that Authorised Short-Term Investment is to be applied as Collections or as Liquidity Reserve Draw.

(Losses): Any losses with respect to Authorised Short-Term Investments will be borne by the Series Trust.

(To the Trustee): to the Trustee, the Settlement Statement; and

(To the Rating Agencies): to each Rating Agency, such information as it requires from the Settlement Statement.

(General): For any time period during which the Series Trust is required to report under the Exchange Act, MLPL will file on behalf of the Series Trust annual reports on Form 10-K, distribution reports on Form 10-D, any current reports on Form 8-K and amendments to those reports with the SEC. Such reports and other information will also be posted to the internet website maintained by MLPL at http://www.macquarie.com.au/securitisation as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.

(Form 10-K): No later than 90 days after the end of each fiscal year of the Series Trust for which MLPL is required under the Exchange Act to file an annual report on Form 10-K with respect to the Series Trust, MLPL will:

(Sarbanes-Oxley certification): sign a certificate in relation to the Series Trust (pursuant to clause 302 of the Sarbanes-Oxley Act of 2002) in the form of Schedule 6, or in such other form as is required for such certification by Rules 13a-14(d) and 15d-14(d) of the Exchange Act; and

(Form 10-K filing): file a Form 10-K under the Exchange Act in respect of the Series Trust for such fiscal year, together with the certificate signed by MLPL in respect of that year in accordance with paragraph (b)(i) above, the documents delivered to MLPL under Clauses 16.4(b) and such other information or documents as are required by the Exchange Act to be attached as exhibits to the Form 10-K.

(Pool Performance Data and Form 10-D):

No later than three Business Days prior to each Distribution Date, the Manager must prepare the Noteholder Report setting out the Pool Performance Data in respect of the Monthly Period preceding that Distribution Date.

Each Noteholder Report must be delivered by the Manager to each of the Trustee, MLPL, the US$ Note Trustee and the Principal Paying Agent no later than three Business Days prior to the Distribution Date to which the relevant Noteholder Report relates.

MLPL must:

file each Noteholder Report with the SEC on Form 10-D within 15 days after each Distribution Date; and

post each Noteholder Report on its website located at http://www.macquarie.com.au/securitisation.

(Substitute Servicer): As a condition to the appointment of a Substitute Servicer under clause 4.4 of the Master Sale and Servicing Deed, the Servicer must provide to MLPL, at least 15 calendar days prior to the effective date of such appointment, and no later than the date specified by MLPL in order to permit it to comply with its obligations under the rules and regulations promulgated by the SEC, all information reasonably requested by MLPL in relation to such appointment in order for MLPL to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the Series Trust.

(Substitute Manager): As a condition to the appointment of a Substitute Manager under clause 20.4 of the Master Trust Deed, the Manager must provide to MLPL, at least 15 calendar days prior to the effective date of such appointment, and no later than the date specified by MLPL in order to permit it to comply with its obligations under the rules and regulations promulgated by the SEC, all information reasonably requested by MLPL in relation to such appointment in order for MLPL to comply with its reporting obligation under Item 8.01 of Form 8-K with respect to the Series Trust.

(Servicer delegate information): In relation to each fiscal year of the Series Trust for which MLPL is required under the Exchange Act to file an annual report on Form 10-K with respect to the Series Trust, the Servicer must prepare and deliver to MLPL no later than 90 days after the end of that fiscal year a written description of the role and function of each delegate appointed by the Servicer specifying:

the identity of each such delegate and which (if any) of such delegates are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB; and

which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each delegate identified pursuant to paragraph (i) of this Clause.

(Servicer compliance): In relation to each fiscal year of the Series Trust for which MLPL is required under the Exchange Act to file an annual report on Form 10-K with respect to the Series Trust, the Servicer must prepare and deliver to each of the Trustee, MLPL, the Manager, the US$ Note Trustee and the Rating Agencies, each of the following items no later than 90 days after the end of that fiscal year:

(Servicer compliance certificate): pursuant to Item 1123 of Regulation AB a certificate of compliance substantially in the form of Schedule 8, signed by an authorised officer of the Servicer, to the effect that:

a review of the Servicer’s activities during the immediately preceding fiscal year (or applicable portion of such fiscal year) and of its performance under this Series Supplement and any other Transaction Document during such period has been made under such officer’s supervision; and

to the best of such officer’s knowledge, based on such review, that the Servicer has fulfilled all of its obligations under this Series Supplement and any other Transaction Document in all material respects throughout the fiscal year (or applicable portion thereof) or, if there has been a failure to fulfil any such obligation in any material respect, specifically identifying each such failure known to such officer and its nature and status;

(Assessment of compliance): as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria, including disclosure of any material instance of non-compliance identified by the Servicer. Such report must be signed by an authorised officer of the Servicer, and must be substantially in the form of, and address each of the Servicing Criteria specified in, Schedule 7, but only to the extent that the Servicer is involved in servicing activities relating to the Servicing Criteria, as reasonably determined by MLPL from time to time; and

(Accounting attestation report): a report of a registered public accounting firm that attests to, and reports on, the assessment of compliance report made by the Servicer and delivered pursuant to, paragraph (ii) above. Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.

(Servicer delegate assessment of compliance and accounting attestation reports): In addition, the Servicer must cause each delegate of the Servicer, if any, determined by the Servicer to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, to comply with paragraphs (ii) and (iii) above as if references to the “Servicer” in those paragraphs were references to such delegate, except that any assessment of compliance or accounting reports delivered by a delegate of the Servicer under paragraph (ii) or (iii) above need not address any elements of the Servicing Criteria other than those specified by the Servicer to such delegate pursuant to Clause 16.4(a)(ii).

(Compliance by other parties):

Each party to this Deed (other than the Servicer) acting in any capacity acknowledges and agrees that to the extent MLPL reasonably determines that such party is “participating in the servicing function” in relation to the Series Trust within the meaning of Item 1122 of Regulation AB, Clauses 16.4(a) and 16.4(b)(ii) to 16.4(b)(iv) will apply to such party as if references to the “Servicer” in those Clauses were references to that party in the relevant capacity.

Unless MLPL determines that compliance is no longer required under Regulation AB, the Manager must comply with Clause 16.4(b)(i) as if references to the “Servicer” in that Clause were references to the Manager.

Each party which is required under this Clause 16.4 to provide any information, report, certification, accountant’s letter or other material in its capacity either as a party “participating in a servicing function” in relation to the Series Trust within the meaning of Item 1122 of Regulation AB or pursuant to Item 1123 of Regulation AB (the Assessing Party) hereby represents, warrants and agrees that each such information, report, certification, accountant’s letter or other material required pursuant to this Clause 16.4 to be provided by the Assessing Party or any of its delegates will be accurate in all material respects and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Each Assessing Party shall indemnify the Trustee and MLPL, and shall hold the Trustee and MLPL harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that it sustains directly as a result of:

any untrue statement of a material fact contained or alleged to be contained in any information, report, certification, accountant’s letter or other material provided in written or electronic form under this Clause 16.4 by or on behalf of the Assessing Party, or provided under this Clause 16.4 by or on behalf of any delegate of the Assessing Party (collectively, the Assessing Party Information); provided that in the case of any untrue statement of a material fact contained or alleged to be contained in any accountant’s letter, the Assessing Party will indemnify and hold harmless the Trustee and MLPL only to the extent of the sum that the Assessing Party recovers from the accounting firm providing such accountant’s letter (which recovery the Assessing Party must, if the Assessing Party in good faith determines the Assessing Party is entitled to do so after taking professional advice, pursue including by taking action in any relevant court of competent jurisdiction); provided, further, that the Assessing Party will not indemnify and hold harmless the Trustee or MLPL to the extent that the untrue statement of a material fact contained or alleged to be contained in the Assessing Party Information relates to information provided to the Assessing Party by the Trustee, MLPL or any other party to enable the Assessing Party to complete its duties under the Transaction Documents;

the omission or alleged omission to state in the Assessing Party Information a material fact required to be stated in the Assessing Party Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of clarification, that this Clause 16.4(e)(ii) shall be construed solely by reference to the Assessing Party Information and not to any other information communicated in connection with a sale or purchase of securities, without regard to whether the Assessing Party Information or any portion thereof is presented together with or separately from such other

information; provided, further, that in the case of the omission or alleged omission to state in an accountant’s letter a material fact required to be stated in the accountant’s letter or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Assessing Party will indemnify and hold harmless the Trustee and MLPL only to the extent of the sum that the Assessing Party recovers from the accounting firm providing such accountant’s letter (which recovery the Assessing Party must, if the Assessing Party in good faith determines the Assessing Party is entitled to do so after taking professional advice, pursue including by taking action in any relevant court of competent jurisdiction); provided, further, that the Assessing Party will not indemnify and hold harmless the Trustee and MLPL to the extent that the omission or alleged omission to state in the Assessing Party Information a material fact required to be stated in the Assessing Party Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, relates to information provided to the Assessing Party by the Trustee, MLPL or any other party to enable the Assessing Party to complete its duties under the Transaction Documents; or

any failure by the Assessing Party or any delegate of the Assessing Party to deliver any information, report, certification, accountant’s letter or other material when and as required under this Clause 16.4, including any failure by the Assessing Party to disclose any non-compliance with any of the Servicing Criteria in a certification or to identify any delegate “participating in the servicing function” within the meaning of Item 1122 of Regulation AB. In the case of any failure of performance described in Clause 16.4(e)(iii), the Assessing Party shall promptly reimburse the Trustee and MLPL for all costs reasonably incurred by the Trustee and MLPL in order to obtain the information, report, certification, accountant’s letter or other material not delivered as required by the Assessing Party or any delegate of the Assessing Party.

Any failure by the Assessing Party or any delegate of the Assessing Party to deliver any information, report, certification, accountant’s letter or other material when and as required under this Clause 16.4, will immediately and automatically, without notice or grace period, entitle the Manager, in its sole discretion:

to remove the Assessing Party or direct the Assessing Party to remove such delegate from the performance of any activities which MLPL reasonably determines to constitute “participating in the servicing function” in relation to the Trustee within the meaning of Item 1122 of Regulation AB; and

to replace the Assessing Party or such delegate with respect to such activities, each at the expense of the Assessing Party, without payment (notwithstanding anything in the Transaction Documents to the contrary) of any compensation to the Assessing Party or such delegate;

The Assessing Party must promptly reimburse the Trustee, the Manager (or any agent of the Manager) and MLPL for all reasonable expenses incurred by the Trustee, the Manager (or such agent) and MLPL, as such are incurred, in connection with the termination of any Assessing Party or its delegate and the transfer of servicing activities within the meaning of

Regulation AB to a successor. The provisions of this Clause 16.4(g) shall not limit whatever rights the Trustee, the Manager or MLPL may have under other provisions of the Transaction Documents or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

(Claim must be in writing): a written notice of a claim for damages must be provided to the relevant party by the Trustee;

(Claim must specify the amount of damages): such notice must specify the amount of damages claimed and how such amount has been determined by reference to the loss incurred as a result of the breach leading to the claim for damages; and

(Trustee must act on instructions): the Trustee in preparing a notice in accordance with Clauses 16.5(a) and (b) will act on the instructions of the Manager (in the case of a claim against the Seller or the Servicer) or take expert advice, if necessary (in the case of a claim against the Manager).

(Note Certificates): the form of:

the Note Certificates for the A$ Notes is as specified in Schedule 2; and

the Book-Entry Notes for the US$ Notes is as specified in Schedule 1 to Schedule 4 of the US$ Note Trust Deed; and

(Note Transfers): the form of the Note Transfer:

in relation to the A$ Notes is as specified in Schedule 3; and

in relation to the US$ Notes is as specified in clause 5.3(a) of the Agency Agreement.

(Determination without consent): an Adverse Effect may be determined by the Trustee without the consent of the Manager provided such determination is a pre-condition of the Trustee exercising its rights under a Transaction Document;

(Notice): the Trustee is required to provide the notices referred to in this Deed in respect of a determination of Adverse Effect only if it is actually aware of the facts giving rise to the Adverse Effect; and

(Trustee may rely): in making those determinations, the Trustee will seek and rely conclusively on advice given to it by its advisers in the manner contemplated in clause 16.6 of the Master Trust Deed.

(Related Body Corporate): any Related Body Corporate of the Recipient which acts as custodian or Security Trustee of the Assets of the Series Trust, the Seller Trust or the trust established under the Master Security Trust Deed or which otherwise has responsibility for the management or administration of the Series Trust, the Seller Trust or the trust established under the Master Security Trust Deed, including their respective Assets; and

(Recipient in Other Capacities): the Recipient acting in its capacity as Manager, custodian or Servicer (as applicable) of the Series Trust, the Seller Trust or the trust established under the Master Security Trust Deed.