EX-10.5



 Exhibit 10.5 

EXECUTION VERSION 
 SMART ABS SERIES
2016-2US TRUST 
 REGULATION AB COMPLIANCE AGREEMENT 

MACQUARIE LEASING PTY LIMITED 

ABN 38 002 674 982 

MACQUARIE BANK LIMITED 

ABN 46 008 583 542 

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED 

ABN 11 005 357 522 

MACQUARIE SECURITIES MANAGEMENT PTY LIMITED 

ABN 26 003 435 443 

PERPETUAL TRUSTEE COMPANY LIMITED 

ABN 42 000 001 007 
 THE
BANK OF NEW YORK MELLON 
  

	
	












 CONTENTS 
  

							
	Clause	  	Page	 
			
	1.	  	Definitions and Interpretation	  	 	2	  
	2.	  	SEC Reporting Requirements	  	 	3	  
	3.	  	Compliance with Regulation AB	  	 	3	  
	4.	  	Limitation of liability	  	 	4	  
	5.	  	Miscellaneous	  	 	5	  


  
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 THIS AGREEMENT is made at Sydney on 29 September 2016 

PARTIES: 
  

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


 

	(2)	MACQUARIE BANK LIMITED ABN 46 008 583 542 of Level 1, 50 Martin Place, Sydney, NSW 2000 (Fixed Rate Swap Provider and MBL). 


 

	(3)	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ABN 11 005 357 522 of 242 Pitt Street, Sydney NSW 2000 (Currency Swap Provider). 


 

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


 

	(5)	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 (the Trustee). 


 

	(6)	THE BANK OF NEW YORK MELLON, of 101 Barclay Street, Floor 7-East, New York, New York 10286 (the US$ Note Trustee, the Principal Paying Agent, the US$ Note Registrar and the Agent
Bank). 

 BACKGROUND: 
  

	(A)	This Agreement relates to the SMART ABS Series 2016-2US Trust constituted pursuant to the Master Trust Deed and the Trust Creation Deed. 


 

	(B)	The parties are entering into this Agreement for the purpose of ensuring that certain rights and obligations set out in certain other Transaction Documents referred to herein are binding upon, and enforceable by,
certain parties which are not privy to those other Transaction Documents. 

 OPERATIVE PROVISIONS 

 

	1.	DEFINITIONS AND INTERPRETATION 

  

	1.1	Definitions 

 In this Agreement, unless the contrary intention appears: 

Deed of Assumption means the Deed of Assumption dated 27 February 2007 between Macquarie Securities Management Pty Limited ABN 26
003 435 443 and Perpetual Trustee Company Limited ABN 42 000 001 007. 
 Master Trust Deed means the Master Trust Deed dated
11 March 2002 between the Manager and Permanent Custodians Limited ACN 001 426 384, the rights and obligations of which were assumed by Perpetual Trustee Company Limited ACN 000 001 007 pursuant to the Deed of Assumption, as amended and
supplemented from time to time. 
 Series Supplement means the Series Supplement relating to the Series Trust, dated on or about the
date of this Agreement between the Trustee, the Manager, MBL and MLPL. 
 Series Trust means the trust known as SMART ABS Series
2016-2US Trust established pursuant to the Master Trust Deed and the Trust Creation Deed. 

  
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 Swap Provider means each of the Currency Swap Provider and the Fixed Rate Swap Provider.

 Trust Creation Deed means the Trust Creation Deed dated 14 September 2016 executed by Perpetual Trustee Company Limited in
accordance with the Master Trust Deed, as amended and supplemented from time to time. 
  

	1.2	Interpretation 

 Clause 1.2 of the Series Supplement is incorporated into this Agreement
as if set out here in full with any necessary amendments to clause references and references to other documents. 
  

	1.3	Series Supplement definitions 

 Unless defined in this Agreement, words and phrases
defined (including by incorporation from, or by reference to, another document) in the Series Supplement have the same meaning in this Agreement. Where there is any inconsistency in a definition between this Agreement (on the one hand) and the
Series Supplement (on the other hand), this Agreement prevails. 
  

	1.4	Transaction Document 

 This Agreement is a Transaction Document in relation to the Series
Trust. 
  

	2.	SEC REPORTING REQUIREMENTS 

 The Manager undertakes, in favour of each of the US$ Note
Trustee and the Principal Paying Agent, to comply with all reporting and other obligations imposed upon it by clause 16.3 of the Series Supplement. 
  

	3.	COMPLIANCE WITH REGULATION AB 

  

	 	(a)	(Series Supplement): Notwithstanding that it may not be a signatory to the Series Supplement, each party to this Agreement (other than MBL or any Swap Provider) acknowledges and agrees with each other party to
this Agreement (other than MBL or any Swap Provider) that it is bound by, and may enforce, the terms of clause 16.3 and 16.4 of the Series Supplement to the extent that the terms of those clauses purport to apply to it. 


 

	 	(b)	(Agency Agreement): Notwithstanding that it may not be a signatory to the Agency Agreement, each party to this Agreement (other than MBL or any Swap Provider) acknowledges and agrees with each other party to this
Agreement (other than MBL or any Swap Provider) that it is bound by, and may enforce, the terms of clause 16.15 of the Agency Agreement to the extent that the terms of that clause purport to apply to it. 


 

	 	(c)	(Currency Swap Agreement): Notwithstanding that MLPL may not be a signatory to the Currency Swap Agreement, each of MLPL and the Currency Swap Provider acknowledges and agrees with each other that:


  

					
	(i)	  	 (A)	  	MLPL is bound by the terms of Part 5(29) of the Currency Swap Agreement to the extent that the terms of that Part purport to apply to MLPL, and MLPL may enforce the terms of Part 5(29) of the Currency Swap Agreement against the
Currency Swap Provider to the extent that the terms of that Part purport to impose obligations on the Currency Swap Provider for the benefit of MLPL; and
			
		  	 (B)	  	the Currency Swap Provider is bound by the terms of Part 5(29) of the Currency Swap Agreement to the extent that the terms of that Part purport to apply to the Currency Swap Provider, and the
Currency



  
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		  		  	Swap Provider may enforce the terms of Part 5(29) of the Currency Swap Agreement against MLPL to the extent that the terms of that Part purport to impose obligations on MLPL for the benefit of the Currency Swap Provider;
and


  

	 	(ii)	MLPL may require, for its own benefit, performance by the Currency Swap Provider of any obligations imposed upon the Currency Swap Provider under Sections 4(a)(i) and (ii) and Part 3 of the Currency Swap Agreement
which, pursuant to their terms, are obligations imposed for the benefit of the Manager or the Trustee. 

  

	 	(d)	(Fixed Rate Swap Agreement): Notwithstanding that MLPL may not be a signatory to the Fixed Rate Swap Agreement, each of MLPL and the Fixed Rate Swap Provider acknowledges and agrees with each other that:


  

					
	(i)	  	 (A)	  	MLPL is bound by the terms of Part 5.B(13) of the Fixed Swap Agreement to the extent that the terms of that Part purport to apply to MLPL, and MLPL may enforce the terms of Part 5.B(13) of the Fixed Swap Agreement against the Fixed
Rate Swap Provider to the extent that the terms of that Part purport to impose obligations on the Fixed Rate Swap Provider for the benefit of MLPL; and
			
		  	 (B)	  	the Fixed Rate Swap Provider is bound by the terms of Part 5.B(13) of the Fixed Rate Swap Agreement to the extent that the terms of that Part purport to apply to the Fixed Rate Swap Provider, and the Fixed Rate Swap Provider may
enforce the terms of Part 5.B(13) of the Fixed Rate Swap Agreement against MLPL to the extent that the terms of that Part purport to impose obligations on MLPL for the benefit of the Fixed Rate Swap Provider; and


  

	 	(ii)	MLPL may require, for its own benefit, performance by the Fixed Rate Swap Provider of any obligations imposed upon the Fixed Rate Swap Provider under Sections 4(a)(i) and (ii) and Part 3 of the Fixed Rate Swap
Agreement which, pursuant to their terms, are obligations imposed for the benefit of the Manager or the Trustee. 

  

	4.	LIMITATION OF LIABILITY 

  

	4.1	Trustee’s limitation of liability 

 Clause 17 of the Series Supplement is
incorporated into this Agreement as if set out here in full with any necessary changes to clause references and document references. 
  

	4.2	US$ Note Trustee’s limitation of liability 

 Clause 8.3 of the US$ Note Trust Deed
is incorporated into this Agreement as if set out here in full with any necessary changes to clause references and document references. 

  
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	5.	MISCELLANEOUS 

  

	5.1	No obligation between certain parties 

 Notwithstanding any other provision of this
Agreement but without limiting any other Transaction Document, nothing in this Agreement gives rise to any obligation or liability on the part of: 
  

	 	(a)	the US$ Note Trustee, the Principal Paying Agent, the US$ Note Registrar or the Agent Bank in favour of MBL or any Swap Provider; or 


 

	 	(b)	MBL or any Swap Provider in favour of the US$ Note Trustee, the Principal Paying Agent, the US$ Note Registrar or the Agent Bank. 

  

	5.2	Amendments 

 This Agreement may be amended only by written agreement between all parties
to this Agreement, provided that the Manager and the Trustee may only agree to such amendment in accordance with the provisions of clause 25 of the Master Trust Deed and for this purpose references in that clause to a Series Supplement will be taken
to be references to this Agreement. 
  

	5.3	Governing Law 

 This Agreement is governed by the laws of the Australian Capital
Territory. 
  

	5.4	Jurisdiction 

  

	 	(a)	(Submission to jurisdiction): Each party to this Agreement irrevocably submits to and accepts, generally and unconditionally, the non-exclusive jurisdiction of the courts and appellate courts of the Australian
Capital Territory with respect to any legal action or proceedings which may be brought at any time relating in any way to this Agreement. 

  

	 	(b)	(Waiver of inconvenient forum): Each party to this Agreement irrevocably waives any objection it may now or in the future have to the venue of any such action or proceedings and any claim it may now or in the
future have that any such action or proceeding has been brought in an inconvenient forum. 

  

	5.5	Severability of Provisions 

 In the event that any provision of this Agreement is
prohibited or unenforceable in any jurisdiction such provision will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction. 
  

	5.6	Counterparts 

 This Agreement may be executed in any number of counterparts and all of
such counterparts taken together will be deemed to constitute one and the same instrument. 

  
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 SIGNATORIES 

EXECUTED as a DEED. 
  

					
	 SIGNED SEALED and DELIVERED for and on behalf of
MACQUARIE LEASING PTY LIMITED
ABN 38 002 674 982
by

 and

 its Attorneys under a Power of
Attorney

 dated 22/4/2016
	 		  	 /s/ Ronnie Alam

	and each Attorney declares that he or she has not received any notice of the revocation of such Power of Attorney in the presence of:	 		  	 Ronnie Alam
 Signature of Attorney

	  
 /s/ Stephanie Masters
	 		  	  
 /s/ Nathan Jarasius

	Signature of Witness	 		  	 Nathan Jarasius
 Signature of
Attorney

	  
 Stephanie Masters
	 		  	
	Name of Witness in full	 		  	
	  
 SIGNED SEALED and DELIVERED for and on behalf
of
MACQUARIE BANK LIMITED ABN 46 008 583 542 by

	 		  	  
 /s/ Kevin Lee

	and	 		  	Kevin Lee
	its Attorneys under a Power of Attorney dated	 		  	Division Director
	(Signed in Sydney, POA Ref #2090 dated 26 Nov 2015)	 		  	  

	and each Attorney declares that he or she has not received any notice of the revocation of such Power of Attorney in the presence of:	 		  	Signature of Attorney
	  
 /s/ Peter Fogarty
	 		  	  
 /s/ Kristen Adler

			
		 		  	Kristen Adler
			
		 		  	Associate Director
			
		 		  	  

	Signature of Witness	 		  	Signature of Attorney
			
	Peter Fogarty	 		  	
			
	 Lawyer
	 		  	
	Name of Witness in full	 		  	


  
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	 SIGNED SEALED and DELIVERED for and on behalf of AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ABN 11 005 357 522

by its Attorney under a Power of Attorney

dated 22 November 2013
 and its Attorney declares that he or
she has not received any notice of the revocation of such Power of Attorney in the presence of:
	  	
		
	 /s/ Joyce Phan
	  	 /s/ Jordan Batchelor

	Signature of Witness	  	Signature of Attorney
		
	 Joyce Phan
	  	 Jordan Batchelor

	Name of Witness in full	  	Name of Attorney in full
		
	 SIGNED SEALED and DELIVERED for and on behalf of MACQUARIE SECURITIES MANAGEMENT PTY LIMITED ABN 26 003 435 443

by
 and

its Attorneys under a Power of Attorney
 dated (Signed in Sydney,
POA Ref #54 dated 30 June 2015)
 and each Attorney declares that he or she has not received any notice of the revocation of such Power of Attorney in
the presence of:
	  	 /s/ Kevin Lee
  

Kevin Lee
  

Division Director
  

Signature of Attorney

		
	 /s/ Peter Fogarty
	  	 /s/ Kristen Adler
  

Kristen Adler
  

Associate Director
  

 

	Signature of Witness	  	Signature of Attorney
		
	Peter Fogarty	  	
		
	Name of Witness in full	  	


  
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	 SIGNED SEALED and DELIVERED for and on behalf of
PERPETUAL TRUSTEE COMPANY LIMITED
ABN 42 000 001 007
by

 and
	 		  	/s/ Hagbarth Strom
	 its Attorneys under a Power of Attorney
 dated
16/9/2014
	 		  	Hagbarth Strom
	and each Attorney declares that he or she has not received any notice of the revocation of such Power of Attorney in the presence of:	 		  	Senior Transaction Manager
			
		 		  	  

		 		  	Signature of Attorney
			
	 /s/ Stephanie Masters
	 		  	/s/ Craig Cullen
			
		 		  	Craig Cullen
			
		 		  	Senior Manager
			
		 		  	  

	Signature of Witness	 		  	Signature of Attorney
			
	 Stephanie Masters
	 		  	
	Name of Witness in full	 		  	
			
	 SIGNED SEALED and DELIVERED for and on behalf of
THE BANK OF NEW YORK MELLON by


its Authorised Signatory
 and the Authorised Signatory declares
that he or she has not received any notice of the revocation of his or her authority to sign, in the presence of:
	 		  	
			
	 /s/ James Briggs
	 		  	 /s/ Teresa Wyszomierski

	Signature of Witness	 		  	Signature of Authorised Signatory
			
	 James Briggs – Vice President
	 		  	 Teresa Wyszomierski – Vice President

	Name of Witness in full	 		  	Name of Authorised Signatory in full


  
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