EX-10.5



 Exhibit 10.5 

SMART ABS SERIES 2015-3US 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	  	 	4	  


  
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 THIS AGREEMENT is made at Sydney on 15 October 2015 

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 2015-3US 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 2015-3US 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 8 October 2015 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 Swap Provider may enforce the terms of Part 5(29) of the Currency 



  
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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. 
  

	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




  
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	 	(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 23/09/15
	 		    	 /s/ David Markell
 David Markell

Executive Director

	 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/
Jennifer Chamberlain
	 		    	 Signature of Attorney
  

 
 /s/ Mary King

Mary King

	  
 Signature of
Witness
  
  

Jennifer Chamberlain
	 		    	  
 Signature of
Attorney

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

and 
 its Attorneys under a Power
of Attorney
	 	 




	    	 /s/ Kevin Lee

Kevin Lee

Division Director

	 dated
 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/ Peter Fogarty
	 		    	  
 Signature of Attorney

 
 /s/ Kristen Adler

Kristen Adler
 Associate
Director

	  
  

Signature of Witness
  

 
 Peter Fogarty

Lawyer
	 		    	  
  

Signature of Attorney

	  
  

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
22/11/13
 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/ Jordan Batchelor
	 		    	 /s/ Joe D’Ambrosio

	  
  

Signature of Witness
  

Jordan Batchelor
	 		    	  
  

Signature of Attorney
  

Joe D’Ambrosio

	  
  

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 
	 	 




	    	 /s/ Kevin Lee

Kevin Lee

Division Director

	 dated
 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/ Peter Fogarty
	 		    	  
 Signature of Attorney

 
 /s/ Kristen Adler

Kristen Adler
 Associate
Director

	  
  

Signature of Witness
  

Peter Fogarty
 Lawyer
	 		    	  
  

Signature of Attorney

	  
  

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
 its Attorneys under a
Power of Attorney
 dated 16/09/14
	    	 /s/ Hagbarth Strom
 Hagbarth Strom

Senior Transaction Manager

	 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/
Manish Saraf
	    	 Signature of Attorney
  

/s/ Eugene Tee
 Eugene Tee

Manager

	  
 Signature of
Witness
	    	  
 Signature of
Attorney

	  
  

Manish Saraf

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/ Catherine F. Donohue
	    	 /s/ Teresa Wyszomierski

	  
 Signature of Witness

 
  

Catherine F. Donohue
	    	  
 Signature of Authorised Signatory

 
 Teresa Wyszomierski

Vice President

	  
  

Name of Witness in full
	    	  
  

Name of Authorised Signatory in full



  
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