EX-4.6



 Exhibit 4.6 

SMART ABS SERIES 2015-3US TRUST 

SERIES SUPPLEMENT 

MACQUARIE LEASING PTY LIMITED 

ABN 38 002 674 982 

MACQUARIE BANK LIMITED 

ABN 46 008 583 542 

MACQUARIE SECURITIES MANAGEMENT PTY LIMITED 

ABN 26 003 435 443 

PERPETUAL TRUSTEE COMPANY LIMITED 

ABN 42 000 001 007 
  





 







 CONTENTS 
  

							
	 Clause
	 		  	 	 Page
	  
			
	 1.
	 	 Definitions and Interpretation
	  	 	1	  
	 2.
	 	 The Units
	  	 	34	  
	 3.
	 	 SMART Receivable Rights
	  	 	35	  
	 4.
	 	 The Notes
	  	 	35	  
	 5.
	 	 Conditions Precedent to Acceptance of Letter of Offer
	  	 	39	  
	 6.
	 	 Remuneration of Manager, Trustee and Security Trustee
	  	 	41	  
	 7.
	 	 Manager Default
	  	 	44	  
	 8.
	 	 Termination of a Fixed Rate Swap or a Currency Swap
	  	 	45	  
	 9.
	 	 Determination and Application of Total Principal Collections
	  	 	46	  
	 10.
	 	 Determination and Application of Available Income
	  	 	50	  
	 11.
	 	 Charge-Offs
	  	 	55	  
	 12.
	 	 Payment of Expenses, Principal and Interest to Noteholders and other distributions
	  	 	57	  
	 13.
	 	 Collections Account
	  	 	59	  
	 14.
	 	 Clean-Up and Extinguishment
	  	 	62	  
	 15.
	 	 Termination of the Series Trust
	  	 	65	  
	 16.
	 	 General
	  	 	69	  
	 17.
	 	 Trustee’s Limitation of Liability
	  	 	80	  
	 18.
	 	 National Credit Code
	  	 	82	  
	 19.
	 	 Notices
	  	 	84	  
	 20.
	 	 Miscellaneous
	  	 	87	  
			
	 Schedule
  
	 		  			
	 1.
	 	 Eligibility Criteria
	  	 	90	  
	 2.
	 	 Form of Note Certificate for Class A-4 Notes, Class B Notes and Seller Notes
	  	 	92	  
	 3.
	 	 Form of Note Transfer
	  	 	94	  
	 4.
	 	 Pool Performance Data
	  	 	98	  
	 5.
	 	 Form of Noteholder Report
	  	 	100	  
	 6.
	 	 Form of Annual Certification
	  	 	106	  
	 7.
	 	 Form of Assessment of Compliance Report
	  	 	107	  
	 8.
	 	 Servicer’s Certificate of Compliance
	  	 	111	  








 THIS SERIES SUPPLEMENT 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
hereinafter included in the expression the Servicer). 


  

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



 

	(3)	 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). 


  

	(4)	 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). 


 BACKGROUND: 

 

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



  

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



 

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



  

	 	(b)	 the Trustee may issue Notes to fund such purchase. 


  

	(C)	 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. 


 OPERATIVE PROVISIONS 
  

	1.	 DEFINITIONS AND INTERPRETATION 


  

	1.1	Definitions 

 In this Deed, unless the contrary intention appears: 

A$ and Australian dollars means the lawful currency for the time being of the Commonwealth of Australia. 

A$ Class A-1 Floating Amount in relation to a Distribution Date and the Interest Period ending on that
Distribution Date means an amount calculated as follows: 
  

					
	 CA1FA = CAPA x CAR x 
	 	N	 	
	 	 365
	 	

 where: 
  

					
	 CA1FA
	  	 =
	    	 the A$ Class A-1 Floating Amount for the Interest Period;



  
 1 









							
		 	 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.


 A$ Class A-1 Margin has the same meaning as the “Spread” specified in
the Currency Swap in relation to the Class A-1 Notes for the purposes of calculating the A$ floating amounts payable by the Trustee under the Currency Swap in relation to the Class A-1 Notes. 

A$ Class A-1 Principal in relation to a Distribution Date means the aggregate of the amounts allocated to the
Class A-1 Notes pursuant to Clauses 9.2(a), 9.2(e), 9.3(a)(i)(A) and 9.3(a)(i)(E) on that Distribution Date. 
 A$
Class A-1 Rate in relation to an Interest Period means the aggregate of: 
  

	 	(a)	 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 


  

	 	(b)	 the A$ Class A-1 Margin. 



A$ Class A-2a Floating Amount in relation to a Distribution Date and the Interest Period ending on that
Distribution Date means an amount calculated as follows: 
  
  





 
 where: 

							
				
		 	 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.


 A$ Class A-2a Margin has the same meaning as the “Spread” specified in
the Currency Swap in relation to the Class A-2a Notes for the purposes of calculating the A$ floating amounts payable by the Trustee under the Currency Swap in relation to the Class A-2a Notes. 

A$ Class A-2a Principal in relation to a Distribution Date means the aggregate of the amounts allocated to the
Class A-2a Notes pursuant to Clauses 9.2(b)(i), 9.2(e), 9.3(a)(i)(B)I and 9.3(a)(i)(E) on that Distribution Date. 

  
 2 








 A$ Class A-2a Rate in relation to an Interest Period means the
aggregate of: 
  

	 	(a)	 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 


  

	 	(b)	 the A$ Class A-2a Margin. 



A$ Class A-2b Floating Amount in relation to a Distribution Date and the Interest Period ending on that
Distribution Date means an amount calculated as follows: 
  
  





 
 where: 

							
				
		 	 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.


 A$ Class A-2b Margin has the same meaning as the “Spread” specified in
the Currency Swap in relation to the Class A-2b Notes for the purposes of calculating the A$ floating amounts payable by the Trustee under the Currency Swap in relation to the Class A-2b Notes. 

A$ Class A-2b Principal in relation to a Distribution Date means the aggregate of the amounts allocated to the
Class A-2b Notes pursuant to Clauses 9.2(b)(ii), 9.2(e), 9.3(a)(i)(B)II and 9.3(a)(i)(E) on that Distribution Date. 

A$ Class A-2b Rate in relation to an Interest Period means the aggregate of: 

 

	 	(a)	 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 


  

	 	(b)	 the A$ Class A-2b Margin. 



A$ Class A-3a Floating Amount in relation to a Distribution Date and the Interest Period ending on that
Distribution Date means an amount calculated as follows: 
  
  





 
 where: 
  

					
	 CA3aFA
	  	 =
	    	 the A$ Class A-3a Floating Amount for the Interest Period;



  
 3 








 
					
	 CA3aPA
	 	=	 	 the A$ Equivalent of the aggregate Invested Amounts of the Class A-3a 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-3a Notes on that day);

			
	 CA3aR
	 	=	 	 the A$ Class A-3a Rate for the Interest Period; and

			
	 N
	 	=	 	 the number of days in the Interest Period.



 A$ Class A-3a Margin has the same meaning as the “Spread”
specified in the Currency Swap in relation to the Class A-3a Notes for the purposes of calculating the A$ floating amounts payable by the Trustee under the Currency Swap in relation to the Class A-3a Notes. 

A$ Class A-3a Principal in relation to a Distribution Date means the aggregate of the amounts allocated to the
Class A-3a Notes pursuant to Clauses 9.2(c)(i), 9.2(e), 9.3(a)(i)(C)I and 9.3(a)(i)(E) on that Distribution Date. 

A$ Class A-3a Rate in relation to an Interest Period means the aggregate of: 

 

	 	(a)	 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 


  

	 	(b)	 the A$ Class A-3a Margin. 



A$ Class A-3b Floating Amount in relation to a Distribution Date and the Interest Period ending on that
Distribution Date means an amount calculated as follows: 
  

					
	 CA3bFA = CA3bPA  ́ CA3bR  ́ 
  
	 	N 	 	
	 	365	 	


  

					
	 where:
	 		 	
			
	 CA3bFA
	 	=	 	 the A$ Class A-3b Floating Amount for the Interest Period;

			
	 CA3bPA
	 	=	 	 the A$ Equivalent of the aggregate Invested Amounts of the Class A-3b 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-3b Notes on that day);

			
	 CA3bR
	 	=	 	 the A$ Class A-3b Rate for the Interest Period; and

			
	 N
	 	=	 	 the number of days in the Interest Period.



 A$ Class A-3b Margin has the same meaning as the “Spread”
specified in the Currency Swap in relation to the Class A-3b Notes for the purposes of calculating the A$ floating amounts payable by the Trustee under the Currency Swap in relation to the Class A-3b Notes. 

A$ Class A-3b Principal in relation to a Distribution Date means the aggregate of the amounts allocated to the
Class A-3b Notes pursuant to Clauses 9.2(c)(ii), 9.2(e), 9.3(a)(i)(C)II and 9.3(a)(i)(E) on that Distribution Date. 

  
 4 








 A$ Class A-3b Rate in relation to an Interest Period means the aggregate of:

  

	 	(a)	 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 


  

	 	(b)	 the A$ Class A-3b Margin. 



A$ Equivalent means in relation to an amount which is calculated, determined or expressed in a Foreign Currency or
which includes a component determined or expressed in a Foreign Currency, that Foreign Currency amount or Foreign Currency component (as the case may be) multiplied by the relevant A$ Exchange Rate. 

A$ Exchange Rate in relation to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the
Class A-3a Notes or the Class A-3b Notes, means the “A$ Exchange Rate” specified in the confirmation for the Currency Swap in relation to that Sub-Class of Notes. 

A$ Invested Amount means at any time: 
  

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



 

	 	(b)	 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. 



A$ Note means a Note issued as a registered debt security denominated in A$ in accordance with Clause 4 of this Deed
and includes the Class A-4 Notes, the Class B Notes and the Seller Notes. 
 A$ Noteholder means a Noteholder of an A$
Note. 
 A$ Note Interest Rate in relation to an A$ Note and an Interest Period in relation to that A$ Note
means the aggregate of: 
  

	 	(a)	 BBSW for that Interest Period; and 


  

	 	(b)	 the Margin for that A$ Note. 



Adjusted Collateralised Amount in relation to: 
  

	 	(a)	 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; 


  

	 	(b)	 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 



 

	 	(c)	 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. 



Adjusted Invested Amount in relation to: 
  

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



  
 5 









	 	(i)	 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 


  

	 	(ii)	 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; 


  

	 	(b)	 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: 



 

	 	(i)	 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



  

	 	(ii)	 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 



 

	 	(c)	 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: 



 

	 	(i)	 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



  

	 	(ii)	 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. 



Adverse Effect means an event which materially and adversely affects the amount of any payment to be made to any
Investor (to the extent that it affects any Investor other than the Seller and any Related Body Corporate of the Seller) or materially and adversely affects the timing of such payment. 

Agency Agreement means the Agency Agreement dated on or after the date of this Deed between the Trustee, the Manager,
the US$ Note Trustee, the Principal Paying Agent, the US$ Note Registrar and the Agent Bank. 
 Agent has the same meaning as
in the Agency Agreement. 

  
 6 








 Agent Bank means the Bank of New York Mellon, or any replacement Agent Bank appointed
under the Agency Agreement. 
 Approved External Dispute Resolution Scheme means an external dispute resolution scheme
approved under and in accordance with section 47(1)(i) of the National Credit Code and Regulation 10(3) of the Regulations. 

Arranger means Citigroup Global Markets Inc.  

Arrears Days in relation to a SMART Receivable means the number of days that the SMART Receivable is in arrears (if
any) calculated in accordance with the Operations Manual. 
 ASX Listing Rules means the Australian Securities Exchange
Listing Rules as updated from time to time.  
 Australian Credit Licence has the meaning given to that term
in the National Credit Code. 
 Authorised Short-Term Investments means: 

 

	 	(a)	 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; 


  

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



 

	 	(c)	 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 


  

	 	(d)	 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, 



in each case held at or through an Eligible Depository, in the name of the Trustee or its nominee and denominated in
Australian dollars. 
 Available Income in relation to a Monthly Period means the aggregate of: 

 

	 	(a)	 the Income Collections in relation to that Monthly Period; 



 

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



 

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



 

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



 BBSW in relation to an Interest Period for a Class of A$ Notes means the rate determined by the
Calculation Agent (as defined in the Fixed Rate Swap Agreement) to be the AUD-BBR-BBSW applicable under the Fixed Rate Swap to the Calculation Period (as defined in the Fixed Rate Swap Agreement) corresponding to that Interest Period. 

  
 7 








 Business Day means (except where expressly provided otherwise) any day on
which banks are open for business in Sydney, Melbourne, New York City and London, other than a Saturday, a Sunday or a public holiday in Sydney, Melbourne, New York City or London. 

Capital Unit has the same meaning as in the Trust Creation Deed. 

Capital Unitholder has the same meaning as in the Trust Creation Deed. 

Charge-Off means a US$ Note Charge-Off, a Class A-4 Charge-Off, a Class B Charge-Off or a Seller Charge-Off. 

Class means depending upon the context the Class A Notes, the Class B Notes and/or the Seller Notes. 

Class A Charge-Off in relation to the Class A Notes, a Sub-Class of the Class A Notes or a Class A
Note means all amounts charged off against the Collateralised Amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes pursuant to Clause 11.1(c). 

Class A Note means a Note forming part of the Class of Notes described in Clause 4.2 as a Class A Note and
issued pursuant to Clause 4.1. 
 Class A Noteholder means a Class A-1 Noteholder, a Class A-2
Noteholder, a Class A-3 Noteholder and a Class A-4 Noteholder. 
 Class A-1 Note means a Note
forming part of the Sub-Class of Notes described in Clause 4.2 as a Class A-1 Note and issued pursuant to Clause 4.1. 

Class A-1 Noteholder has the same meaning as in the US$ Note Trust Deed. 

Class A-2 Note means a Note forming part of the Sub-Class of Notes described in Clause 4.2 as a Class A-2
Note and issued pursuant to Clause 4.1. 
 Class A-2 Noteholder has the same meaning as in the US$ Note Trust Deed.

 Class A-3 Note means a Note forming part of the Sub-Class of Notes described in Clause 4.2 as a
Class A-3 Note and issued pursuant to Clause 4.1. 
 Class A-3 Noteholder has the same meaning as in the US$ Note
Trust Deed. 
 Class A-4 Charge-Off in relation to the Class A-4 Notes or a Class A-4 Note
means all amounts charged off against the Collateralised Amount of the Class A-4 Notes or that Class A-4 Note, as the case may be, pursuant to Clause 11.1(c)(ii).  

Class A-4 Interest in relation to a Distribution Date means the aggregate of the interest payments to be made in
respect of the Class A-4 Notes on that Distribution Date in accordance with Clause 4.4 (exclusive of any Unpaid Class A-4 Interest Amount). 

Class A-4 Note means a Note forming part of the Sub-Class of Notes described in Clause 4.2 as a Class A-4
Note and issued pursuant to Clause 4.1. 
 Class A-4 Noteholder means a Noteholder of a Class A-4 Note. 

  
 8 








 Class B Charge-Off in relation to the Class B Notes or a Class B Note
means all amounts charged off against the Collateralised Amount of the Class B Notes or that Class B Note, as the case may be, pursuant to Clause 11.1(b).  

Class B Interest in relation to a Distribution Date means the aggregate of the interest payments to be made in respect
of the Class B Notes on that Distribution Date in accordance with Clause 4.4. 
 Class B Note means a Note
forming part of the Class of Notes described in Clause 4.2 as a Class B Note and issued pursuant to Clause 4.1. 
 Class B
Noteholder means a Noteholder of a Class B Note. 
 Clean-Up Offer means the offer by the Trustee to
extinguish in favour of the Seller its entire right, title and interest in the SMART Receivables in return for the payment by the Seller of the Clean-Up Settlement Price in accordance with Clause 14. 

Clean-Up Percentage means 10%. 

Clean-Up Settlement Date means the Distribution Date nominated by the Seller pursuant to Clause 14.3. 

Clean-Up Settlement Price means the amount calculated in accordance with Clause 14.4. 

Closing Date means in relation to a Letter of Offer (if any) in the form of: 

 

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



 

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



or in each case such other date as the Manager may notify the Trustee, the Seller and Arranger (if applicable) in accordance
with that Letter of Offer. 
 Collateral Security means in respect of a SMART Receivable: 

 

	 	(a)	 any: 


  

	 	(i)	 Security Interest; or 


  

	 	(ii)	 guarantee, indemnity or other assurance, 



which secures or otherwise provides for the repayment or payment of that SMART Receivable but does not include a Mortgage
relating to that SMART Receivable; and 
  

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


 A Collateral Security referred to in paragraph (a) may be given under the same
document that evidences the SMART Receivable to which that Collateral Security relates. 
 Collateralised Amount means: 

 

	 	(a)	 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 



  
 9 









	 	 
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 


  

	 	(b)	 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:



 SA = A + B - C 

Where: 

SA = the Collateralised Amount of that Note, Class of Notes or Sub-Class of Notes (as the case may be) on that Determination
Date; 
 A = the amount calculated pursuant to paragraph (a) in respect of that Note, Class of Notes or Sub-Class of
Notes (assuming the reference to “which is not a Determination Date” does not apply); 
 B = the amount
determined by the Manager on that Determination Date to be allocated from Available Income in accordance with Clauses 10.1(i) and (m) and Clauses 10.2(c) and (d) on the next following Distribution Date to reimburse any unreimbursed
Charge-Offs in respect of that Note, Class of Notes or Sub-Class of Notes (and, in relation to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the US$ Equivalent of such amounts); and 

C = the amount determined by the Manager on that Determination Date to be charged-off in respect of that Note, Class of Notes
or Sub-Class of Notes in accordance with Clause 11.1 on the next following Distribution Date (and, in relation to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the US$ Equivalent of such amounts). 

Collections in relation to a given period means the aggregate of the following amounts (without double counting) in
respect of the SMART Receivables then forming part of the Assets of the Series Trust: 
  

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


  

			
	 A =
	 	 the sum of amounts for which a credit entry is made during the 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);

		
	 B =
	 	 amounts for which a credit entry is made to the accounts established in the Servicer’s records for those SMART Receivables which relates to any Defaulted
Amount on those SMART Receivables during the period; and

		
	 C =
	 	 reversals made during the period to the accounts established in the Servicer’s records in respect of those SMART Receivables where the original credit
entry (or part thereof) was made in error or was made but subsequently reversed due to funds not being cleared;



  

	 	(b)	 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 



  
 10 









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



 

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



 

	 	(d)	 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; 


  

	 	(e)	 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;



  

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



 

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



 

	 	(h)	 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; 



 

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



 

	 	(j)	 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 


  

	 	(k)	 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)), 


 less
any amount debited during the period to the accounts established in the Servicer’s records for those SMART Receivables representing fees or charges imposed by any Governmental Agency, bank accounts debits tax or similar tax or duty imposed by
any Governmental Agency (including any tax or duty in respect of payments or receipts to or from bank or other accounts), insurance premiums paid by the Servicer or any Obligor Taxes. 

Collections Account means: 
  

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



  

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



Credit Support Percentage in relation to a Class of Notes on any date means the proportion of the aggregate
Collateralised Amount of all Classes of Notes which rank below that Class of Notes 

  
 11 








 
(determined by reference to the order of priority of enforcement as set out in the General Security Deed) to the Total Collateralised Amount of the Notes as at that date, expressed as a
percentage. 
 Currency Swap means the currency swap entered into: 

 

	 	(a)	 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 


  

	 	(b)	 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), 


 or, in relation to any US$
Note, on the terms of any other Currency Swap Agreement (within the meaning of paragraph (b) of the definition of that term) provided the Manager has issued a Rating Notification in relation to the entering into of that other Currency Swap
Agreement. 
 Currency Swap Agreement means: 
  

	 	(a)	 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 



 

	 	(b)	 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, 


 which, in each
case, is satisfactory to the Manager and to the Trustee and where, in relation to the entering into of the agreement referred to in paragraph (b), the Manager has issued a Rating Notification. 

Currency Swap Provider at any time means the person specified as “Party A” under the Currency Swaps at that
time which will, initially, be Australia and New Zealand Banking Group Limited ABN 11 005 357 522. 
 Currency
Swap Provider Event of Default means an Event of Default or a Termination Event (in either case, as defined in the relevant Currency Swap Agreement) in relation to the Currency Swap Provider under a Currency Swap Agreement. 

Currency Swap Provider Payment Default means, in respect of a Currency Swap, an “Event of Default” in
relation to the Currency Swap Provider under section 5(a)(i) of the Currency Swap Agreement for that Currency Swap. 
 Currency
Swap Termination Proceeds has the meaning given to that term in the General Security Deed. 
 Custodian Fee means the fee
agreed by MLPL, the Manager and the Trustee in accordance with Clause 6.5. 
 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 ACN 000 001 007. 

  
 12 








 Defaulted Amount in relation to a Monthly Period means the aggregate
amount of any SMART Receivables which have been written off by the Servicer as uncollectible in accordance with clause 3.12 of the Master Sale and Servicing Deed during that Monthly Period. 

Defaulted Amount Insufficiency has the meaning ascribed to it in Clause 11.1. 

Determination Date means the day which is three Business Days before each Distribution Date. 

Distribution Date means the 14th day of each month (or if such a day is not a Business Day, the next Business Day). The
first Distribution Date is 14 December 2015 (or if that is not a Business Day, the next Business Day). 
 DTC means The
Depository Trust Company. 
 Eligibility Criteria has the meaning set out in Schedule 1. 

Eligible Depository means: 
  

	 	(a)	 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: 


  

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



 

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



 

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



and includes MBL to the extent that it is rated in this manner; and 

 

	 	(b)	 otherwise, a financial institution which has assigned to it: 



 

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



 

	 	(ii)	 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 


  

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



and includes MBL to the extent that it is rated in this manner. 

Exchange Act means the Securities Exchange Act of 1934 of the United States of America, as amended. 

Extraordinary Expenses in relation to a Monthly Period means any out-of-pocket expenses incurred by the Trustee in
respect of that Monthly Period which are not Required Payment Amounts for that Monthly Period. 
 Fair Market
Value in relation to a SMART Receivable means the fair market price for the purchase of that SMART Receivable as agreed between the Manager and the Seller (or, in the absence of agreement, determined by the Seller’s external auditors) and
which reflects the performance status, underlying nature and franchise value of that SMART Receivable. If the price offered to the Trustee in respect of a SMART Receivable is equal to, or more than, the principal balance plus accrued


  
 13 








 
interest in respect of that SMART Receivable, the Trustee is entitled to assume that this price represents the Fair Market Value in respect of that SMART Receivable. 

Finance Charges in relation to a given period means the aggregate of the following amounts (without double counting) in
respect of the SMART Receivables then forming part of the Assets of the Series Trust: 
  

	 	(a)	 the aggregate of: 


  

	 	(i)	 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); 


  

	 	(ii)	 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 


  

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


  

	 	(A)	 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 


  

	 	(B)	 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, 


 less the aggregate of any reversals made during that period in respect of
interest or other charges in relation to any of the accounts established in the Servicer’s records for those SMART Receivables where the original debit entry (or part thereof) was in error; 

 

	 	(b)	 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); 


  

	 	(c)	 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; 


  

	 	(d)	 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;



  

	 	(e)	 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; 



  
 14 









	 	(f)	 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 


  

	 	(g)	 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, 


 less any amount debited during that period to the accounts established in
the Servicer’s records for those SMART Receivables representing fees or charges imposed by any Governmental Agency, bank accounts debits tax or similar tax or duty imposed by any Governmental Agency (including tax or duty in respect of payments
or receipts to or from bank or other accounts), insurance premiums paid by the Servicer or any Obligor Taxes. 

Financial Year has the meaning ascribed to it in Clause 12.2(d). 

Fitch Ratings means Fitch Australia Pty Limited ABN 93 081 339 184. 

Fixed Rate Swap means any fixed rate swap entered into: 

 

	 	(a)	 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 


  

	 	(b)	 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. 


 Fixed Rate
Swap Agreement means: 
  

	 	(a)	 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 


  

	 	(b)	 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, 


 which, in
each case, is satisfactory to the Manager and to the Trustee and where, in relation to the entering into of the agreement referred to in paragraph (b), the Manager has issued a Rating Notification. 

Fixed Rate Swap Provider at any time means the party which is “Party A” under the Fixed Rate Swap Agreement
for the Fixed Rate Swap at that time. 
 Fixed Rate Swap Provider Event of Default means an Event of Default or a
Termination Event (in either case, as defined in the relevant Fixed Rate Swap Agreement) in relation to the Fixed Rate Swap Provider under a Fixed Rate Swap Agreement. 

Foreign Currency means the currency for the time being of any country other than Australia. 

General Security Deed means the General Security Deed dated 14 October 2015 between the Trustee, the Manager, the
US$ Note Trustee and the Security Trustee. 
 GST means the goods and services tax imposed pursuant to the GST
Legislation. 

  
 15 








 GST Legislation means A New Tax System (Goods and Services Tax) Act 1999
(Cth) and any other related legislation or regulations. 
 GST Tax Change has the same meaning as in Clause 6.7(a).

 Income Collections in relation to a Monthly Period and the Determination Date immediately following the end of
that Monthly Period means the aggregate of the following (without double counting): 
  

	 	(a)	 the lesser of: 


  

	 	(i)	 Collections for that Monthly Period; and 


  

	 	(ii)	 Finance Charges for that Monthly Period; 


  

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



 

	 	(c)	 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); 


  

	 	(d)	 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; 


  

	 	(e)	 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;



  

	 	(f)	 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 


  

	 	(g)	 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. 



Income Unit has the same meaning as in the Trust Creation Deed. 

Income Unit Amount means the amount available for payment to the Income Unitholder pursuant to Clauses 10.1(a) and
10.1(o). 
 Income Unitholder has the same meaning as in the Trust Creation Deed. 

Initial Adjusted Invested Amount in relation to: 

  
 16 









	 	(a)	 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;



  

	 	(b)	 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;



  

	 	(c)	 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;



  

	 	(d)	 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



  

	 	(e)	 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.



 Initial Invested Amount in relation to: 

 

	 	(a)	 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; 


  

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



 

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



 

	 	(d)	 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. 


 Inappropriate Person has the meaning given to
that term in the Regulations. 
 Interest Period means all of the following periods: 

 

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



  

	 	(b)	 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 


  

	 	(c)	 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).



 Invested Amount in relation to a Note at any given time means the Initial Invested Amount for
that Note less the aggregate amounts of payments previously made on account of principal to the 

  
 17 








 
Noteholders of that Note in accordance with this Deed and, in relation to a Class A-1 Note, a Class A-2 Note and a Class A-3 Note, the US$ Note Conditions. 

ISDA Master Agreement means the Multicurrency Cross-Border version of the 1992 ISDA Master Agreement published by the
International Swap and Derivatives Association, Inc. 
 Letter of Offer means a notice from the Seller to the Trustee
in or substantially in the form of Schedule 1 of the Master Sale and Servicing Deed and/or, except in relation to Clause 5.3, a Transfer Proposal. 

Licensee means a holder of an Australian Credit Licence. 

Liquidity Reserve Account means the account with an Eligible Depository established by the Trustee pursuant to Clause
10.4(a) or any replacement Liquidity Reserve Account established pursuant to Clause 10.4(b). 
 Liquidity Reserve
Balance means the amount determined by the Manager in accordance with Clause 10.4(d). 
 Liquidity Reserve
Balance Excess means: 
  

	 	(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



  

	 	(b)	 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. 



Liquidity Reserve Draw means in relation to a Determination Date an amount equal to the lesser of: 

 

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


  

	 	(b)	 the Liquidity Reserve Balance as at that Determination Date. 



Liquidity Shortfall in relation to a Determination Date means the amount (if any) by which the Income Collections for
the Monthly Period just ended are insufficient to meet the Required Payment Amounts in relation to that Monthly Period. 

Management Fee means the fee payable to the Manager on each Distribution Date calculated in accordance with Clause 6.1.

 Manager means Macquarie Securities Management Pty Limited ABN 26 003 435 443, or if Macquarie Securities
Management Pty Limited ABN 26 003 435 443 retires or is removed as Manager of the Series Trusts (as defined in the Master Trust Deed), any then Substitute Manager and includes the Trustee when acting as the Manager of the Series Trusts in accordance
with the terms of the Master Trust Deed. 

  
 18 








 Margin means in relation to: 

 

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



  

	 	(b)	 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. 



Master Sale and Servicing Deed means the Master Sale and Servicing Deed dated 27 February 2007 between the
Trustee, the Manager and the Seller, as amended and supplemented from time to time. 
 Master Security Trust Deed
means the Master Security Trust Deed dated 27 February 2007 between the Trustee, the Manager and the Security Trustee, as amended and supplemented from time to time. 

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. 

Maturity Date means in relation to the Class A-4 Notes, Class B Notes and the Seller Notes, the Distribution Date
occurring in October 2023. 
 Monthly Period means each of the following periods: 

 

	 	(a)	 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; 


  

	 	(b)	 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 


  

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



Moody’s means Moody’s Investors Service Pty Ltd ABN 61 003 399 657. 

National Credit Code means each of: 
  

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



  

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



 

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



  
 19 









	 	(d)	 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 


  

	 	(e)	 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. 


 Net Collections in relation to a Monthly Period
means the Collections for that Monthly Period less the Principal Draw (if any) in relation to the Determination Date immediately following the end of that Monthly Period. 

Net Trust Income in relation to any Financial Year means the amount determined by the Manager under Clause 12.2(a) for
that Financial Year. 
 Note means a Note issued or to be issued, as the context requires, by the Trustee as trustee
of the Series Trust as contemplated by Clause 4. 
 Note Factor in relation to a Class of Notes or Sub-Class of Notes
at a given time means a percentage (rounded to the nearest 7 decimal places) calculated as follows: 
  

					
	     

NF=

    
	 	  A 
	 	
	 	  B
	 	


  

					
	  where:

			
	  NF
	 	=	    	 the Note Factor in relation to that Class of Notes or Sub-Class of Notes;

			
	  A
	 	=	    	 the Collateralised Amount of that Class of Notes or Sub-Class of Notes on the last day of the just ended Monthly Period; and

			
	  B
	 	=	    	 the Collateralised Amount of that Class of Notes or Sub-Class of Notes at the Closing Date.



 Noteholder Report means a report produced by the Manager substantially in the
form of Schedule 5 in accordance with Clause 16.3(c)(i), containing, amongst other things, the Pool Performance Data. 

Note Transfer means the Note Transfer as described in Clause 16.8(b). 

Obligor in relation to a SMART Receivable means the person or persons obliged to make payments under that SMART
Receivable and includes, where the context requires, the grantor of the Security Interest in relation to that SMART Receivable. 

Obligor Taxes means any amounts received by the Seller or the Servicer from an Obligor in respect of any stamp or other
duty or any GST in relation to a SMART Receivable. 
 Paying Agent has the same meaning as in the Agency Agreement.

 Pool Performance Data has the meaning given to that term in Schedule 4. 

Principal Collections in relation to a Monthly Period means the amount which is either: 

  
 20 









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



 

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



Principal Draw in relation to a Determination Date means an amount equal to the lesser of: 

 

	 	(a)	 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 


  

	 	(b)	 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. 



Principal Paying Agent has the same meaning as in the Agency Agreement. 

Privacy Act means the Privacy Act 1988 (Commonwealth). 

The Pro Rata Paydown Test is satisfied at any time on a Distribution Date if: 

 

	 	(a)	 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 


  

	 	(b)	 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%. 



Otherwise the Pro Rata Paydown Test is not satisfied at that time. 

Rating Agencies means Fitch Ratings and Moody’s. 

Recoveries in relation to a SMART Receivable means all amounts recovered in respect of the principal of that SMART
Receivable that was part (or the whole) of a Defaulted Amount. 
 Redirected Liquidity Reserve Balance Excess means
on any Distribution Date the aggregate of all Liquidity Reserve Balance Excess previously applied in accordance with Clause 10.2 less the aggregate of any amounts previously paid to MBL pursuant to Clause 10.1(n) or Clause 10.2(e) (including any
such amounts to be paid to MBL pursuant to Clause 10.2(e) on that Distribution Date). 
 Regulation AB means Subpart
229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1124, as such regulation may be amended from time to time, and subject to such clarification and interpretation as have been provided by the SEC in the adopting
release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 (Jan. 7, 2005)), or in the amending release (Asset-Backed Securities Disclosure and Regulation, Securities Act Release No. 33-9638, 79 Fed. Reg.
57,184 (Sept. 24, 2014)) or by the staff of the SEC, or as may be provided by the SEC or its staff from time to time. 

  
 21 








 Regulation AB Compliance Agreement means the Regulation AB Compliance
Agreement dated on or about the date of this Deed between, amongst others, the Trustee, the US$ Note Trustee, the Manager, MLPL, the Currency Swap Provider and the Fixed Rate Swap Provider. 

Regulations means the National Consumer Credit Protection Regulations 2010 and the National Consumer Credit Protection
(Transitional and Consequential Provisions) Regulations 2010. 
 Relevant Parties means each of the Manager, the
Seller, the Servicer, each Currency Swap Provider, each Fixed Rate Swap Provider, the Standby Guarantor (if any), the Agent Bank, each Paying Agent, the US$ Note Registrar and the US$ Note Trustee. 

Required Credit Rating has the meaning set out in Clause 16.1(a). 

Required Liquidity Reserve Balance means on the Closing Date or any Determination Date: 

 

	 	(a)	 unless paragraph (b) applies, the greater of: 


  

	 	(i)	 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 



 

	 	(ii)	 A$300,000; or 


  

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



Required Payment Amounts means, on any Determination Date in respect of a Monthly Period: 

 

	 	(a)	 if: 


  

	 	(i)	 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 


  

	 	(ii)	 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; 



 

	 	(b)	 if paragraph (a) does not apply, and: 


  

	 	(i)	 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 


  

	 	(ii)	 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 



 

	 	(c)	 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. 



  
 22 








 SEC means the Securities and Exchange Commission of the United States of
America, as from time to time constituted, created under the United States Securities Exchange Act of 1934, as amended. 

Secured Creditor has the same meaning as in the General Security Deed. 

Securities Act means the Securities Act of 1933 of the United States of America, as amended. 

Security Trust Deed in relation to the Series Trust has the meaning given to it in Clause 1.8. 

Security Trustee means the person for the time being who is security trustee under the Master Security Trust Deed.

 Security Trustee Costs means the fees, costs and expenses payable to the Security Trustee on each Distribution
Date calculated in accordance with Clause 6.3. 
 Seller Charge-Off in relation to the Seller Notes or a
Seller Note means all amounts charged off against the Collateralised Amounts of the Seller Notes or that Seller Note, as the case may be, pursuant to Clause 11.1(a). 

Seller Interest in relation to a Distribution Date means the aggregate of the interest payments to be made in respect
of the Seller Notes on that Distribution Date in accordance with Clause 4.4. 
 Seller Note means a Note
forming part of the Class of Notes described in Clause 4.2 as a Seller Note and issued pursuant to Clause 4.1.  

Seller Noteholder means a Noteholder of a Seller Note. 

Series Trust means the trust known as the SMART ABS Series 2015-3US Trust established pursuant to the Master Trust Deed
and the Trust Creation Deed. 
 Series Trust Expenses in relation to a Monthly Period means: 

 

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



 

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



  

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



  

	 	(d)	 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;



  

	 	(e)	 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; 


  

	 	(f)	 sixth, the Security Trustee Costs; 



  
 23 









	 	(g)	 seventh, the Management Fee; 


  

	 	(h)	 eighth, the Servicing Fee; and 


  

	 	(i)	 ninth, the Custodian Fee. 



Servicing Criteria means the “servicing criteria” set forth in Item 1122(d) of Regulation AB.

 Servicing Fee means the fee to be paid by the Trustee to the Servicer in accordance with Clause 6.4.

 Settlement Statement means the statement prepared on each Determination Date by the Manager pursuant to Clause
16.2(a) in the form from time to time agreed between the Manager and the Trustee. 
 Shared Security means any
Security Interest, guarantee, indemnity or other form of assurance that by its terms secures the payment or repayment of any SMART Receivable forming or to form part of the Assets of the Series Trust and also any other loan, credit contract or other
financial accommodation of whatever nature forming or to form part of the Seller Trust Assets. 
 SMART
Receivables means the receivables arising under or pursuant to a Lease Contract, a Loan Contract or a Hire Purchase Contract which are assigned or to be assigned (as the case may be) to the Trustee (as trustee of the Series Trust) and referred
to in a Letter of Offer or a Transfer Proposal (as the case may be). 
 Standby Guarantee means at any given
time, the standby guarantee (if any), or any replacement of it, provided by an Eligible Depository (within the meaning of paragraph (b) of the definition of that term) in favour of the Trustee (in its capacity as trustee of the Series Trust) to
support the Servicer’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 under this Deed and which is in a form satisfactory to each Rating
Agency to maintain the credit rating then assigned by each Rating Agency to the Notes. 
 Standby Guarantor
means the financial institution providing the Standby Guarantee. 
 Sub-Class in relation to the Notes means
each sub-class of Class A Notes referred to in Clause 4.2. 
 Subordination Percentage means on any
Determination Date the aggregate Collateralised Amount of the Class B Notes and the Seller Notes on that date when expressed as a percentage of the aggregate Invested Amount of all A$ Notes and the A$ Equivalent of the Invested Amount of all US$
Notes on that date. 
 Subscription Agreement means the SMART ABS Series 2015-3US Trust Subscription Agreement
dated on or after the date of this Deed between the Trustee, MLPL, the Manager and Australia and New Zealand Banking Group Limited. 

Subscription Amount in relation to the Income Unit at any time means the aggregate of the amounts, if any, previously
paid by the Income Unitholder to, or at the direction of, the Trustee pursuant to Clause 2.6 less the aggregate of all amounts previously applied towards the reduction of the Subscription Amount. 

Taxes has the same meaning as in the Master Trust Deed as modified by Clause 6.6(b) of this Deed. 

Termination Event Date means the earliest of the following dates to occur: 

  
 24 









	 	(a)	 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: 


  

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



 

	 	(ii)	 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); 


  

	 	(b)	 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; 


  

	 	(c)	 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 


  

	 	(d)	 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. 


 Termination Payment Date means the Distribution Date declared
by the Trustee to be the Termination Payment Date of the Series Trust pursuant to Clause 15.2 (subject to any substitution of another Distribution Date as the Termination Payment Date in accordance with that Clause). 

TIA means the Trust Indenture Act of 1939 of the United States of America, as amended. 

Total Collateralised Amount at any given time means the aggregate of the then Collateralised Amounts in respect of the
A$ Notes and the then Adjusted Collateralised Amounts of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes. 

Total Principal Collections in relation to a Monthly Period means the aggregate of: 

 

	 	(a)	 the Principal Collections in relation to that Monthly Period; 



 

	 	(b)	 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 


  

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



Transfer Date means the day which is one Business Day prior to each Distribution Date. 

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. 
 Trustee means Perpetual Trustee Company Limited ABN 42 000 001
007 or if Perpetual Trustee Company Limited ABN 42 000 001 007 retires or is removed as trustee of the Series Trusts (as defined in the Master Trust Deed) and the Seller Trust, any then Substitute Trustee. 

Trustee Fee means the fee payable to the Trustee on each Distribution Date calculated in accordance with Clause 6.2.

 Underwriting Agreement means the US$ Underwriting Agreement relating to the Series Trust, dated on or about
22 October 2015 made between the Trustee, MLPL, the Manager and the underwriters under that agreement. 

  
 25 








 Unpaid Class A-4 Interest Amount has the meaning given to that term
in Clause 4.4(a). 
 Unreimbursed Principal Draw in relation to a Determination Date means the aggregate amount of
all Principal Draws in relation to prior Determination Dates less the aggregate of all amounts allocated to Total Principal Collections in accordance with Clauses 10.1(g) or 10.2(a) on prior Distribution Dates. 

US Dollars or US$ means the lawful currency for the time being of the United States of America. 

US$ Equivalent in relation to an amount which is calculated, determined or expressed in A$ or which includes a
component determined or expressed in A$ means the A$ amount or A$ component (as the case may be) multiplied by the relevant US$ Exchange Rate. 

US$ Exchange Rate in relation to the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the
Class A-3a Notes or the Class A-3b Notes, means the “US$ Exchange Rate” specified in the confirmation for the Currency Swap in relation to that Sub-Class of Notes. 

US$ Fixed Rate Interest Amount has the meaning given to that term in the US$ Note Conditions. 

US$ Floating Rate Interest Amount has the meaning given to that term in the US$ Note Conditions. 

US$ Note has the meaning given to that term in the US$ Note Trust Deed. 

US$ Note Charge-Off in relation to the US$ Notes, a Sub-Class of the US$ Notes or a US$ Note means all amounts charged
off against the Collateralised Amount of the US$ Notes, the relevant Sub-Class of US$ Notes or that US$ Note, as the case may be, pursuant to Clause 11.1(c)(i). 

US$ Note Conditions means the terms and conditions in relation to the Class A-1 Notes, the Class A-2a Notes,
the Class A-2b Notes, the Class A-3a Notes and the Class A-3b Notes substantially in the form of Schedule 4 of the US$ Note Trust Deed. 

US$ Note Registrar has the meaning given to that term in the Agency Agreement. 

US$ Note Trust Deed means the deed entered into on or about the date of this Deed between the US$ Note Trustee, the
Trustee, MLPL and the Manager. 
 US$ Note Trustee has the meaning set out in the US$ Note Trust Deed. 

US$ Noteholder has the meaning set out in the US$ Note Trust Deed. 

Voting Secured Creditors has the same meaning as in the General Security Deed. 

 

	1.2	Interpretation 

 In this Deed, unless the contrary intention appears:

  

	 	(a)	 a reference to this Deed includes the Background and Schedules; 



 

	 	(b)	 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; 



  
 26 









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


  

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



 

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


  

	 	(f)	 a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by
novation) and assigns; 


  

	 	(g)	 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; 


  

	 	(h)	 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; 


  

	 	(i)	 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; 


  

	 	(j)	 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; 


  

	 	(k)	 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; 


  

	 	(l)	 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; 


  

	 	(m)	 references to time are to Sydney time; 


  

	 	(n)	 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; 


  

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



 

	 	(p)	 a reference to a month is to a calendar month; 


  

	 	(q)	 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: 



(i)      (A)      arises as a result of a breach of a Transaction
Document by a person other than: 
 I.      the Trustee or the Manager (as the case may be);
or 

  
 27 








 II.      any other person referred to in Clause
1.2(r) in relation to the Trustee or the 
         Manager (as the case may be);
and 
  

	 	(B)	 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; 


  

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



 

	 	(iii)	 is in accordance with a proper instruction or direction of: 



 

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



 

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



 

	 	(r)	 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; 


  

	 	(s)	 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); 


  

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



 

	 	(u)	 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; 


  

	 	(v)	 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; 



 

	 	(w)	 a reference to the close of business on any day is a reference to 5.30 p.m. on that day; 



 

	 	(x)	 a reference to a Clause or a Schedule is a reference to a Clause or a Schedule of this Deed; 



  
 28 









	 	(y)	 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; 


  

	 	(z)	 the expressions includes and including are not words of limitation; 



 

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



 

	 	(bb)	 a reference to $ is a reference to Australian dollars. 



 

	1.3	Master Trust Deed and Master Sale and Servicing Deed definitions 


Subject to Clauses 1.10 and 1.13, unless otherwise defined in this Deed or unless otherwise indicated in this Deed, words and
phrases defined (including by incorporation from, or by reference to, another document) in the Master Trust Deed or the Master Sale and Servicing Deed have the same meaning in this Deed. Subject to Clause 1.10, where there is any inconsistency in a
definition between this Deed (on the one hand) and the Master Trust Deed or the Master Sale and Servicing Deed (on the other hand), this Deed prevails. Subject to Clause 1.10, where there is any inconsistency in a definition between the Master Trust
Deed (on the one hand) and the Master Sale and Servicing Deed (on the other hand), the Master Sale and Servicing Deed prevails in respect of this Deed. Where words or phrases used in this Deed are defined in the Master Trust Deed or the Master Sale
and Servicing Deed in relation to a Series Trust (as defined in the Master Trust Deed) and/or an Other Trust, such words or phrases are to be construed in this Deed, where necessary, as being used only in relation to the Series Trust (as defined in
this Deed) and/or the Seller Trust, as the context requires. 
  

	1.4	Master Trust Deed and Master Sale and Servicing Deed inconsistency 

 In
accordance with clause 1.3 of the Master Trust Deed and clause 1.5 of the Master Sale and Servicing Deed the provisions contained in this Deed apply only in relation to the Series Trust. If there is any conflict between the provisions of this Deed
and the provisions of the Master Trust Deed or the Master Sale and Servicing Deed, the provisions contained in this Deed prevail over the provisions of the Master Trust Deed and the Master Sale and Servicing Deed in respect of the Series Trust. 

 

	1.5	Support Facilities 

 The Series Trust has the following Support
Facilities: 
  

	 	(a)	 (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 


  

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



 

	1.6	Nominated Seller and Nominated Servicer 

 The Nominated Seller in
relation to the Series Trust for the purposes of the Master Trust Deed is the Seller and the Nominated Servicer in relation to the Series Trust for the purposes of the Master Trust Deed is the Servicer. 

 

	1.7	Application of Master Sale and Servicing Deed 

 The Master Sale and
Servicing Deed applies to the Series Trust, and the Series Trust is a Series Trust (as defined in the Master Sale and Servicing Deed). 

  
 29 









	1.8	Master Security Trust Deed 

 The Series Trust is a Secured Series Trust
(as defined in the Master Security Trust Deed) for the purposes of the Master Security Trust Deed. The obligations of the Trustee under the Notes, this Deed, the Subscription Agreement and the Underwriting Agreement (amongst other things) will be
secured to the Noteholders (among others) by the Master Security Trust Deed and the General Security Deed which, together, are a Security Trust Deed relating to the Series Trust for the purposes of the Master Trust Deed. 

 

	1.9	Relationship between Trustee and Noteholders 

 The obligations of the
Trustee to the Noteholders expressed in this Deed or the Master Trust Deed, in so far as the Master Trust Deed relates to the Series Trust, are contractual obligations only and do not create any relationship of trustee or fiduciary between the
Trustee and the Noteholders. 
  

	1.10	Incorporated definitions and other Transaction Documents and provisions 


Where in this Deed a word or expression is defined by reference to its meaning in another Transaction Document or there is a
reference to another Transaction Document or to a provision of another Transaction Document, any amendment to the meaning of that word or expression or to that other Transaction Document or provision (as the case may be) will be of no effect for the
purposes of this Deed unless and until the amendment is consented to by the parties to this Deed. 
  

	1.11	Binding on Noteholders and Unitholders 

 This Deed is binding on each
Noteholder and Unitholder as if each was originally a party to this Deed. 
  

	1.12	Master Trust Deed 

 This Deed is a Series Supplement for the purposes of
the Master Trust Deed. 
  

	1.13	Exclusion and amendments of Master Trust Deed definitions and provisions 

  

	 	(a)	 (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. 


  

	 	(b)	 (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: 


  

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



 

	 	(b)	 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: 



 

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



 

	 	(b)	 the Deed of Assumption; 



  
 30 









	 	(c)	 the Master Sale and Servicing Deed; 


  

	 	(d)	 this Deed; 


  

	 	(e)	 the Trust Creation Deed; 


  

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



 

	 	(g)	 the Master Security Trust Deed; 


  

	 	(h)	 the General Security Deed; 


  

	 	(i)	 the US$ Note Trust Deed; 


  

	 	(j)	 the US$ Note Conditions; 


  

	 	(k)	 the Agency Agreement; 


  

	 	(l)	 each Note; 


  

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



 

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



  

	 	(o)	 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.”. 


  

	 	(c)	 (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:



  

	 	(i)	 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: 


  

	 	(A)	 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; 


  

	 	(B)	 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 



 

	 	(C)	 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




  
 31 









	 	 
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; 



 

	 	(ii)	 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; 


  

	 	(iii)	 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; 


  

	 	(iv)	 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 


  

	 	(v)	 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. 


  

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



  

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



“FATCA Withholding Tax means any withholding or deduction required pursuant to an agreement described in
Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Section 1471 through 1474 of the 

  
 32 








 
Code and any regulations or agreements thereunder, official interpretations thereof, or law implementing an intergovernmental approach thereto.”; and 

 

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



 

	 	“(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.”. 



 

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



 

	 	(i)	 (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 


  

	 	(ii)	 (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. 


  

	 	(f)	 (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. 



 

	 	(g)	 (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. 


  

	 	(h)	 (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. 



  
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	2.	THE UNITS 

  

	2.1	The Units 

  

	 	(a)	 (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. 


  

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



  

	2.2	Beneficial interest represented by the Income Unit 

 The beneficial
interest in the Series Trust represented by the Income Unit is limited to the amount (if any) standing from time to time to the credit of the Collections Account representing any then due but unpaid Income Unit Amount in relation to the Income Unit.

  

	2.3	Beneficial interest represented by the Capital Units 

  

	 	(a)	 (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. 



 

	 	(b)	 (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. 


  

	2.4	Right of Income Unitholders to payments 

 The Income Unitholder has only
the right to receive payments of the Income Unit Amounts in relation to the Income Unit in accordance with this Deed and only to the extent that funds are available for this purpose in accordance with this Deed. The Income Unitholder has no
entitlement to the capital of the Series Trust other than for the Subscription Amount. 
  

	2.5	Rights of Capital Unitholder to payments 

  

	 	(a)	 (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). 



 

	 	(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. 



 

	2.6	Additional Capital Subscription in the Series Trust 

 The Income
Unitholder may, at any time, invest amounts by way of an increase in the capital of the Series Trust by paying such amounts to the Trustee or as the Trustee, upon the written instruction of the Manager, directs. 

  
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	3.	SMART RECEIVABLE RIGHTS 

  

	3.1	Approved Financial Assets 

 The Approved Financial Assets that may be
acquired by the Trustee for the purposes of the Master Trust Deed are SMART Receivable Rights. 
  

	3.2	Assignment of SMART Receivable Rights 

 The Trustee may only acquire
SMART Receivable Rights pursuant to the Master Trust Deed or the Master Sale and Servicing Deed. 
  

	3.3	Servicing of SMART Receivable Rights 

 All SMART Receivable Rights must
be managed and serviced in accordance with the Master Sale and Servicing Deed. 
  

	3.4	Trustee’s interest in SMART Receivable Rights 

 The Trustee’s
right, title and interest in such SMART Receivable Rights is at all times subject to the terms of this Deed, the Master Trust Deed and the Master Sale and Servicing Deed. 
  

	3.5	Acquisition and disposal of SMART Receivable Rights 

 Notwithstanding
anything to the contrary in clause 16 of the Master Sale and Servicing Deed or Clause 14.10, the Manager will only issue a Transfer Proposal in respect of which the Series Trust is either an Acquiring Trust or a Disposing Trust upon the prior
written direction of the Seller. 
  

	4.	THE NOTES 

  

	4.1	Issue of the Notes 

 On the Closing Date the Trustee as trustee of the
Series Trust must, subject to the satisfaction of all conditions precedents to issue of the Notes in the Transaction Documents, issue: 
  

	 	(a)	 (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



  

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



 The Trustee must not, and the Manager must not direct the Trustee to, issue any additional Notes after
the Closing Date. 
  

	4.2	Notes divided into Classes 

 The Notes comprise the following three
Classes: Class A Notes, Class B Notes and Seller Notes. The Class A Notes will in turn be divided into the following 4 Sub-Classes: Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes. The
Class A-2 Notes will be divided into further Sub-Classes: Class A-2a Notes and Class A-2b Notes. The Class A-3 Notes will be divided into further Sub-Classes: Class A-3a Notes and Class A-3b Notes. 

  
 35 









	4.3	 Manager to advise Trustee of details of the Notes 



The Manager will determine and notify the Trustee (copied to each Rating Agency) in writing at least two Business Days (or
such other period as the Trustee and the Manager may agree) before the Closing Date of: 
  

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



 

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



  

	 	(c)	 (Margin): the Margin for: 


  

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



  

	 	(ii)	 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 


  

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



  

	4.4	 Interest on the A$ Notes 


  

	 	(a)	 (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: 


  

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



 

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



 

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



 

	 	(ii)	 in the case of a Class A-4 Note: 


  

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



 

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



Where an A$ Note (other than a Class A-4 Note) has ceased to accrue interest due to its Collateralised Amount having
been reduced to zero, that A$ Note will recommence accruing interest from the Distribution Date (if any) on which the Collateralised Amount of that A$ Note subsequently increases until interest ceases to accrue in accordance with paragraphs (i)(A)
and (i)(B) above. The foregoing will apply to each period in which an A$ Note (other than a Class A-4 Note) has ceased to accrue interest and may recommence accruing interest. No interest will accrue on an A$ Note (other than a Class A-4
Note) for the period in which the Collateralised Amount of that A$ Note is zero. The A$ Notes (other than Class A-4 

  
 36 








 
Notes) will not accrue any interest on any amounts of interest which have accrued but remain unpaid. 

If interest in respect of a Class A-4 Note is not paid on the date when due and payable, that unpaid interest will
itself bear interest at the A$ Note Interest Rate in relation to that Class A-4 Note applicable from time to time until (but excluding the date of payment) the unpaid interest, and any interest on it, is paid in full in accordance with Clause
10.1(d)(vi) (the unpaid interest, and any interest on that unpaid interest, in relation to a Class A-4 Note is an “Unpaid Class A-4 Interest Amount”). 

 

	 	(b)	 (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).



  

	 	(c)	 (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: 


  

	 	(i)	 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; 



 

	 	(ii)	 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 


  

	 	(iii)	 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. 


  

	4.5	 Interest on the US$ Notes 



Each Class A-1 Note, Class A-2a Note, Class A-2b Note, Class A-3a Note and Class A-3b Note accrues
interest, and such interest will be calculated and will be payable, in accordance with the US$ Note Conditions. 
  

	4.6	 Initial Invested Amount of A$ Notes 



Each A$ Note will have an initial principal amount equal to its Initial Invested Amount and will be issued at par value. 

 

	4.7	 Redemption of the A$ Notes 


  

	 	(a)	 (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. 



  
 37 









	 	(b)	 (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. 


  

	 	(c)	 (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. 


  


	 	(d)	 (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. 


  

	 	(e)	 (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. 


  

	4.8	 Redemption of the US$ Notes 



Each US$ Note is redeemed, or is deemed to be redeemed, in accordance with the US$ Note Conditions. 

 

	4.9	 Rounding of payments 


  

	 	(a)	 (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). 


  

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



  

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



Each Class of Notes and Sub-Class of Notes enjoys the same rights, entitlements, benefits and restrictions, except as
expressly provided in this Deed, the Master Security Trust Deed, the General Security Deed, the US$ Note Trust Deed, the US$ Note Conditions or the Master Trust Deed. 
  

	4.11	 Transfer of Notes 


  

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



 

	 	(b)	 (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: 


  

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



  
 38 









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



 

	 	(c)	 (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. 



 

	4.12	 Incorporation of relevant provisions from the US$ Note Conditions 



Without limiting the generality of the foregoing provisions of this Clause 4, all of the provisions in the US$ Note Conditions
that are expressed to apply to the A$ Notes form part of the terms and conditions of the A$ Notes and the Trustee must perform all of its obligations expressed in the US$ Note Conditions subject to, and in accordance with, the US$ Note Conditions.

  

	4.13	 RBA repo eligibility 



If at any time a Class A-4 Noteholder so requests, the Manager undertakes to use best endeavours to make an application
to the Reserve Bank of Australia (RBA) for the purpose of the Class A-4 Notes being accepted as “eligible securities” which may be lodged as collateral in relation to a repurchase agreement entered into with the RBA and, if
that application is successful, to take such other action that the Manager may determine is commercially reasonable and in line with current market practice to maintain the “eligible securities” status of the Class A-4 Notes. 

 

	4.14	 Manager’s undertaking and indemnity in relation to ASX Listing 



 

	 	(a)	 (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: 


  

	 	(i)	 give the Trustee such directions; and 


  

	 	(ii)	 take such actions on behalf of the Trustee, 



as are necessary to ensure that the Trustee complies with the ASX Listing Rules in connection with the listing of those Notes
on the Australian Securities Exchange. 
  

	 	(b)	 (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. 



 

	5.	 CONDITIONS PRECEDENT TO ACCEPTANCE OF LETTER OF OFFER 



 

	5.1	 Conditions Precedent to Letter of Offer 



The Trustee must not accept the offer contained in the Letter of Offer (if any) unless it has received each of the following
prior to the Closing Date (if any): 
  

	 	(a)	 (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; 


  

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



  
 39 









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



 

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



 

	 	(e)	 (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; 



 

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



 

	 	(g)	 (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; 


  

	 	(h)	 (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 


  

	 	(i)	 (Legal opinions): legal opinions from: 


  

	 	(i)	 Allen & Overy: 


  

	 	(A)	 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 



 

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



  

	 	(ii)	 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. 


  

	5.2	 Other Conditions Precedent 



Without limiting the generality of any provision of any Transaction Document, the Trustee must not accept the offer contained
in a Letter of Offer unless: 
  

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



 

	 	(b)	 (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 



 

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




  
 40 









	5.3	 Manager’s direction 



The Manager must not issue a direction to the Trustee pursuant to clause 8.2 of the Master Trust Deed unless the Manager: 

 

	 	(a)	 (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; 



 

	 	(b)	 (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; 


  

	 	(c)	 (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); 



 

	 	(d)	 (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 


  

	 	(e)	 (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. 


  

	5.4	 Satisfaction and notification of Conditions Precedent 



The Trustee and the Manager must use reasonable endeavours to cause the conditions precedent in Clause 5.1 and the conditions
precedent in Clause 5.2 to be satisfied prior to the Closing Date specified in the Letter of Offer. On satisfaction of the conditions precedent set out in Clauses 5.1 and 5.2, the Trustee must, on the Closing Date specified in the Letter of Offer
notify the Manager and each Rating Agency that such conditions precedent have been satisfied. 
  

	6.	 REMUNERATION OF MANAGER, TRUSTEE AND SECURITY TRUSTEE 



 

	6.1	 Management Fee 



Pursuant to clause 18.1 of the Master Trust Deed, the Trustee will pay the Manager, in respect of each Monthly Period on the
following Distribution Date, in accordance with the terms of this Deed, a fee for administering and managing the Series Trust as set out in a letter from the Trustee dated on or about the date of this Deed or as may otherwise be agreed in writing
between the Manager and the Trustee. 
  

	6.2	 Trustee’s Fee 



Pursuant to clause 18.2 of the Master Trust Deed, the Trustee is entitled to receive in respect of each Monthly Period on the
following Distribution Date in accordance with the terms of this Deed, the fees specified in a letter from the Trustee to the Seller dated on or about the date of this Deed, as adjusted in accordance with Clause 6.7. 

  
 41 









	6.3	 Security Trustee’s fees and expenses 



The Trustee will: 
  

	 	(a)	 (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 


  

	 	(b)	 (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. 


 The fees, costs and expenses referred to in
paragraphs (a) and (b) of this Clause accrue when the function is performed or the costs or expenses are incurred by the Security Trustee and will be paid or reimbursed, as the case may be, in accordance with this Deed on the Distribution
Date following the Monthly Period in which such fees, costs and expenses were earned or incurred, as the case may be. 
  

	6.4	 Servicing Fee 



The Trustee will pay the Servicer in respect of each Monthly Period on the following Distribution Date, in accordance with the
terms of this Deed and the Master Sale and Servicing Deed, a fee for servicing the SMART Receivable Rights as set out in a letter from the Trustee dated on or about the date of this Deed or as may otherwise be agreed between the Servicer, the
Manager and the Trustee. 
  

	6.5	 Custodian Fee 



The Trustee will pay the Seller a fee for the provision by the Seller of custodial services to the Trustee while the Seller is
acting as custodian of the SMART Receivable Documents pursuant to clause 12 of the Master Sale and Servicing Deed as set out in a letter from the Trustee dated on or about the date of this Deed or as may otherwise be agreed between the Custodian,
the Manager and the Trustee. 
  

	6.6	 Goods and Services Tax 



Notwithstanding any other provision of this Deed, the Master Trust Deed or the Master Sale and Servicing Deed, but subject to
Clauses 6.7 and 6.8, if any of the Trustee, the Manager, the Servicer or the Seller becomes liable to remit to a Governmental Agency an amount of GST in connection with a supply by it in connection with the Series Trust under any Transaction
Document: 
  

	 	(a)	 (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 


  

	 	(b)	 (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. 


 Nothing in this Clause 6.6 prevents an
adjustment, in accordance with this Deed, of the fees payable to the Trustee as a result of a GST Tax Change (as defined in Clause 6.7). 

  
 42 









	6.7	 Adjustments to fees payable to Trustee 


  

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



 

	 	(i)	 the abolition of GST; 


  

	 	(ii)	 any increase or decrease in the rate of GST; or 


  

	 	(iii)	 any amendment to the GST Legislation. 


  

	 	(b)	 (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. 


  

	 	(c)	 (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. 


  

	 	(d)	 (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. 



 

	 	(e)	 (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.



  

	 	(f)	 (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). 



 

	 	(g)	 (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. 


  

	 	(h)	 (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.



  

	 	(i)	 (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




  
 43 









	 	 
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. 


  

	 	(j)	 (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. 



 

	 	(k)	 (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: 


  

	 	(i)	 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; 


  

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



 

	 	(iii)	 the expert will give reasons for his or her decision. 


  

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



 

	 	(m)	 (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. 


  

	 	(n)	 (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. 


  

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



  

	6.8	 Adjustment to fees payable to Manager 


  

	 	(a)	 (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. 


  

	 	(b)	 (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. 


  

	7.	 MANAGER DEFAULT 


  

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



 

	 	(i)	 (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 



  
 44 









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



 

	 	(ii)	 (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; 



 

	 	(iii)	 (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



  

	 	(iv)	 (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. 



 

	 	(b)	 (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. 


  

	8.	 TERMINATION OF A FIXED RATE SWAP OR A CURRENCY SWAP 



 

	 	(a)	 (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: 


  

	 	(i)	 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




  
 45 









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



 

	 	(b)	 (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: 


  

	 	(i)	 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



  

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



  

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



 

	 	(B)	 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. 


  

	9.	DETERMINATION AND APPLICATION OF TOTAL PRINCIPAL COLLECTIONS 

  

	9.1	Application of Total Principal Collections 

 On each Determination Date
prior to the enforcement of the Security (as defined in the General Security Deed), based on information provided by the Servicer, the Manager must determine whether the Pro Rata Paydown Test is satisfied, or will become satisfied immediately
following any sequential payments or allocations, in order to determine the payments or allocations to be made by the Trustee on the following Distribution Date from the Total Principal Collections for the Monthly Period just ended in accordance
with Clauses 9.2 and 9.3 and will direct the Trustee to apply, and the Trustee must apply, the Total Principal Collections on that Distribution Date in making the payments and allocations pursuant to Clauses 9.2 and 9.3 on account of principal in
the following order of priority: 
  

	 	(a)	 (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



  

	 	(b)	 (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. 


  

	9.2	Pro Rata Paydown Test not satisfied 

 On each Distribution Date prior to
the enforcement of the Security (as defined in the General Security Deed), to the extent that the Manager determines that the Pro Rata Paydown Test is not satisfied, the payments or allocations under Clause 9.1 from the Total Principal Collections
for the Monthly Period just ended are to be applied by the Trustee in the following order of priority until the Pro Rata Paydown Test becomes satisfied immediately following any such payments or allocations: 

 

	 	(a)	 (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) 



  
 46 









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



 

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



 

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



 

	 	(ii)	 the Class A-2b Notes until the A$ Invested Amount of the Class A-2b 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(b) in
excess of the amount required to reduce the Invested Amount of the relevant Class A-2 Note to zero; 
  

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



 

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



 

	 	(ii)	 the Class A-3b Notes until the A$ Invested Amount of the Class A-3b 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(c) in
excess of the amount required to reduce the Invested Amount of the relevant Class A-3 Note to zero; 
  

	 	(d)	 (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; 


  

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



 

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



 

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



as applicable, provided that no amount will be paid or allocated pursuant to this Clause 9.2(e) in excess of the amount
required to reduce the Invested Amount of the relevant US$ Notes to zero; 
  

	 	(f)	 (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 


  

	 	(g)	 (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 


  

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



  
 47 








 The Trustee will apply the Total Principal Collections towards the repayment of
the principal on the Notes in the sequential order of priority set out in this Clause 9.2 until such time that the Pro Rata Paydown Test becomes satisfied. If the Pro Rata Paydown Test is satisfied on a Distribution Date following application of
Total Principal Collections in accordance with this Clause 9.2, the Trustee will apply the balance of any Total Principal Collections remaining on that Distribution Date to the Notes pro rata in the order of priority set out in Clause 9.3. 

The obligations of the Trustee to make any payment under each of the above paragraphs is limited in each case to the balance
of the Total Principal Collections (if any) available after application in accordance with the previous paragraph or paragraphs. 
  

	9.3	Pro Rata Paydown Test satisfied 

 On each Distribution Date prior to the
enforcement of the Security (as defined in the General Security Deed) to the extent that the Manager determines that the Pro Rata Paydown Test is satisfied or has become satisfied after any application of Total Principal Collections in accordance
with Clause 9.2, the balance of any Total Principal Collections (if any) remaining after the application of Clause 9.2 on that Distribution Date is to be applied in the following order of priority: 

 

	 	(a)	 (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: 



 

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



 

	 	(A)	 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;



  

	 	(B)	 second, pari passu and rateably towards: 


  

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



 

	 	II.	 the Class A-2b Notes until the A$ Invested Amount of the Class A-2b 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)(B) in excess of the amount required to reduce the Invested Amount of the relevant Class A-2 Notes to zero; and 
  

	 	(C)	 third, pari passu and rateably towards: 


  

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



 

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



  
 48 








 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)(C) in excess of the amount required to reduce the Invested Amount of the relevant Class A-3 Notes to zero; 
  

	 	(D)	 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 



 

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



 

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



 

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



as applicable, provided that no amount will be paid or allocated pursuant to this Clause 9.3(a)(i)(E) in excess of the amount
required to reduce the Invested Amount of the relevant US$ Notes to zero; 
  

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



 

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



 

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



 

	9.4	Payments of Principal on the US$ Notes 

 On each Distribution Date, the
Trustee must, in accordance with the directions given by the Manager, pay: 
  

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



 

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



 

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



 

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



 

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



to: 
  

	 	(f)	 (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 



  
 49 









	 	(g)	 (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. 


  

	9.5	US$ Payments 

 On each Distribution Date, the Trustee must direct that
the US$ amounts to be received from the Currency Swap Provider under paragraph 6 of the confirmation for each Currency Swap are applied in accordance with Conditions 7.2(a)(ii) and (c) of the US$ Note Conditions. 

 

	10.	DETERMINATION AND APPLICATION OF AVAILABLE INCOME 

  

	10.1	Application of Available Income (other than Liquidity Reserve Balance Excess) 


On each Determination Date prior to the enforcement of the Security (as defined in the General Security Deed) the Manager must
determine the payments or allocations to be made by the Trustee on the following Distribution Date from the Available Income for the Monthly Period just ended and will direct the Trustee to apply, and the Trustee must apply, the Available Income
(other than the Liquidity Reserve Balance Excess for that Distribution Date, which is to be applied in accordance with Clause 10.2) in making the following payments and allocations on that Distribution Date in the following order of priority: 

 

	 	(a)	 ($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; 


  

	 	(b)	 (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; 


  

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



 

	 	(i)	 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 


  

	 	(ii)	 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; 



 

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



 

	 	(i)	 if: 



  
 50 









	 	(A)	 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



  

	 	(B)	 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; 


  

	 	(ii)	 if: 


  

	 	(A)	 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



  

	 	(B)	 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; 


  

	 	(iii)	 if: 


  

	 	(A)	 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



  

	 	(B)	 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 



  
 51 









	 	 
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; 


  

	 	(iv)	 if: 


  

	 	(A)	 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;



  

	 	(B)	 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; 


  

	 	(v)	 if: 


  

	 	(A)	 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



  

	 	(B)	 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 


  

	 	(vi)	 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 



  
 52 









	 	(e)	 (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; 


  

	 	(f)	 (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; 


  

	 	(g)	 (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; 


  

	 	(h)	 (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; 


  

	 	(i)	 (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; 



 

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



 

	 	(i)	 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 


  

	 	(ii)	 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; 


  

	 	(k)	 (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; 


  

	 	(l)	 (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; 


  

	 	(m)	 (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; 



 

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



 

	 	(o)	 (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. 



  
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 The obligation of the Trustee to make any payment or allocation under each of the
above paragraphs is limited in each case to the balance of the Available Income (if any) available after application in accordance with the preceding paragraph or paragraphs. 
  


	10.2	Application of Available Income comprising the Liquidity Reserve Balance Excess 


On each Determination Date prior to the enforcement of the Security (as defined in the General Security Deed) the Manager must
determine the payments or allocations to be made by the Trustee on the following Distribution Date from any Liquidity Reserve Balance Excess which forms part of the Available Income for the Monthly Period just ended and will direct the Trustee to
apply, and the Trustee must apply, those amounts in making the following payments and allocations on that Distribution Date in the following order of priority: 
  

	 	(a)	 (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; 


  

	 	(b)	 (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; 


  

	 	(c)	 (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; 



 

	 	(d)	 (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 



 

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



The obligation of the Trustee to make any payment or allocation under each of the above sub-clauses (a) to (e) is
limited in each case to the balance of the Liquidity Reserve Balance Excess (if any) which forms part of the Available Income available after application of such amount in accordance with the preceding sub-clause or sub-clauses. 

 

	10.3	US$ Payments 

 On each Distribution Date, the Trustee must direct that
the US$ amounts to be received from the Currency Swap Provider under paragraph 5.1 of the confirmation relating to each Currency Swap are applied in accordance with Conditions 6.10 to 6.14 (as applicable) of the US$ Note Conditions. 

 

	10.4	Liquidity Reserve 

  

	 	(a)	 (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. 



  
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	 	(b)	 (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. 


  

	 	(c)	 (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. 



 

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



 

	 	(i)	 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 


  

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



  

	 	(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: 


  

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



 

	 	(ii)	 in accordance with Clause 10.2; or 


  

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



 

	11.	CHARGE-OFFS 

  

	11.1	Defaulted Amount Insufficiency 

 If on a Determination Date, the Manager
determines that on the following Distribution Date there will be insufficient Available Income to be allocated in full against the Defaulted Amounts (if any) in respect of that Monthly Period in accordance with Clauses 10.1(h) and 10.2(b) (the
deficiency being the Defaulted Amount Insufficiency) then the following will occur: 
  

	 	(a)	 (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; 


  

	 	(b)	 (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 




  
 55 









	 	 
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



  

	 	(c)	 (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:



  

	 	(i)	 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 


  

	 	(ii)	 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. 


  

	11.2	Reimbursement of Charge-Offs 

  

	 	(a)	 (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: 



 

	 	(i)	 (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: 



 

	 	(A)	 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 


  

	 	(B)	 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 


  

	 	(ii)	 (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. 


  

	 	(b)	 (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. 



  
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 Such an increase in the Collateralised Amount of the Notes is to be regarded as a
reimbursement for the purposes of this Deed to the extent of the allocation, notwithstanding that no actual payment may be made. 
  

	11.3	Notification to Trustee 

 The Manager will promptly notify the Trustee,
the US$ Note Trustee and the Principal Paying Agent in writing of all reductions in the Collateralised Amount or Adjusted Collateralised Amount of any Notes as a result of any Charge-Offs it has made to such Collateralised Amount or Adjusted
Collateralised Amount pursuant to this Clause 11. 
  

	12.	PAYMENT OF EXPENSES, PRINCIPAL AND INTEREST TO NOTEHOLDERS AND OTHER DISTRIBUTIONS 

  

	12.1	All Distribution Dates 

 On each Distribution Date the Trustee will pay
from the Collections Account the amounts referred to in Clauses 9 and 10 in accordance with the directions of the Manager pursuant to those Clauses. 
  

	12.2	Present entitlement of Income Unitholder 

  

	 	(a)	 (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: 


  

	 	(i)	 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; 


  

	 	(ii)	 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 


  

	 	(iii)	 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. 



 

	 	(b)	 (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. 


  

	 	(c)	 (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 



  
 57 









	 	 
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. 


  

	 	(d)	 (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: 



 

	 	(i)	 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 



 

	 	(ii)	 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. 



 

	12.3	Excess distribution 

  

	 	(a)	 (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. 



 

	 	(b)	 (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): 


  

	 	(i)	 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 


  

	 	(ii)	 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. 



To the extent that there is any surplus in the amount so deposited with the Income Unitholder over the aggregate of the
amount deducted and retained by the Income Unitholder pursuant to Clause 12.3(b) in a Financial Year, the surplus will be held and dealt with by the Income Unitholder in accordance with this Clause 12.3(b) in the succeeding Financial Year,
subject to any prior application of this Clause 12.3(b) with respect to any additional amounts held by the Income Unitholder as deposits by the Trustee in that succeeding Financial Year. 

  
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	13.	COLLECTIONS ACCOUNT 

  

	13.1	Establishment of Collections Account 

  

	 	(a)	 (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. 


  

	 	(b)	 (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: 


  

	 	(i)	 any amount deposited in the Collections Account on any day if: 



 

	 	(A)	 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 


  

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



 

	 	(ii)	 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. 


  

	13.2	Conditions for maintaining Collections Account 

 The Collections Account
must not be held with MBL unless: 
  

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



 

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



 

	 	(i)	 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 


  

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



 

	13.3	Transfer of Collections Account 

  

	 	(a)	 (Obligation to Transfer): If: 


  

	 	(i)	 (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 


  

	 	(ii)	 (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, 



  
 59 









	 	 
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. 


  

	 	(b)	 (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. 


  

	13.4	Collections deposited within two Business Days 

 Subject to Clauses
13.5, 13.7 and 13.8, the Servicer and the Seller must deposit into the Collections Account each Collection in respect of the Series Trust received by the Servicer or the Seller, or otherwise payable by the Servicer or the Seller after the Closing
Date: 
  

	 	(a)	 (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; 


  

	 	(b)	 (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 


  

	 	(c)	 (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, 



provided that, for so long as MBL is an Eligible Depository and the Servicer is MLPL, the Seller or the Servicer may make the
deposits under paragraphs (a), (b) and (c) above within four Business Days rather than two Business Days. 
  

	13.5	While Collections Account permitted to be held with MBL 

 Subject to
Clause 13.7, while the Collections Account is permitted to be maintained with MBL pursuant to Clause 13.2, the Servicer is entitled to retain in an account held with any Eligible Depository any Collections in respect of a Monthly Period until 10.00
a.m. on the Transfer Date preceding the Distribution Date following the Monthly Period, when it must at that time deposit such Collections into the Collections Account. 
  

	13.6	Servicer to pay interest in respect of Collections 

 Where the Servicer
has received Collections but it is not required pursuant to this Deed to deposit those Collections into the Collections Account until a later date, the Servicer must pay interest in respect of those Collections at a commercial rate agreed between
the Servicer and the Manager from time to time for the period commencing on (and including) the date on which those Collections are received and ending on (and including) the date on which those Collections are paid or credited to the Collections
Account. Such interest that accrues in respect of a Monthly Period must be paid or credited to the Collections Account by the Servicer no later than 10.00 a.m. on the Transfer Date immediately after the Monthly Period provided that such interest
will not be payable by the Servicer on that Transfer Date if: 

  
 60 









	 	(a)	 (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 


  

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



Interest accrued in respect of a Monthly Period pursuant to this Clause 13.6 which is not payable by the Servicer on a
Transfer Date will not be carried forward to the next Monthly Period with the intent that the payment obligations of the Servicer in respect of such accrued interest will terminate after such Transfer Date. 

 

	13.7	Opening of additional account where Collections Account held with MBL when it is not an Eligible Depository 


In the event that: 
  

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



 

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



  

	 	(c)	 (Collections Account in excess): 


  

	 	(i)	 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 


  

	 	(ii)	 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, 



then: 
  

	 	(d)	 (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; 


  

	 	(e)	 (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 


  

	 	(f)	 (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. 



  
 61 









	13.8	Prepayment of Collections 

 The Servicer may, in its sole discretion,
deposit amounts into the Collections Account at any time in prepayment of its obligation to deposit Collections into the Collections Account in accordance with Clause 13.4. The Servicer will not be obliged to deposit a Collection into the
Collections Account pursuant to Clause 13.4 to the extent that it has prepaid its obligation to do so under this Clause 13.8. The Trustee must repay to the Servicer any amounts standing to the credit of the Collections Account which represent
prepayments of Collections by the Servicer in accordance with this Clause 13.8 immediately following the earlier of: 
  

	 	(a)	 (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 


  

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



 

	13.9	Withdrawal of prepayment from Collections Account 

 The Servicer may on
any Distribution Date notified by the Servicer to the Trustee (with not less than five Business Days prior written notice from the Servicer to the Trustee) at its discretion, request the Trustee to repay, and upon such request the Trustee will pay,
any amount prepaid pursuant to Clause 13.8 then standing to the credit of the Collections Account provided that the Servicer must continue to fulfil its obligation to deposit Collections into the Collections Account under Clause 13.4 to the extent
of the repayment made under this Clause 13.9. 
  

	13.10	Application towards investment proposal 

 For the avoidance of any
doubt, in giving effect to any investment proposal contemplated by clause 12.2(b) of the Master Trust Deed, the Trustee may apply any funds standing to the credit of the Collections Account at the relevant time. 

 

	14.	CLEAN-UP AND EXTINGUISHMENT 

  

	14.1	Notification of Trigger Event by Manager to Seller 

 If:

  

	 	(a)	 (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 


  

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



unless otherwise required by the Seller, the Manager must promptly ask the Seller by telephone or orally whether the Seller
wishes to exercise its rights pursuant to this Clause 14. 
  

	14.2	Response by the Seller 

 The Seller may at any time after receiving (or
after it ought to receive) a request from the Manager pursuant to Clause 14.1, and prior to the Termination Event Date, advise the Manager by telephone or orally, that it will exercise its rights pursuant to this Clause 14. At that time, the Seller
may nominate a Distribution Date as the Clean-Up Settlement Date. The Manager must then promptly advise the Trustee of such advice and (if applicable) such nomination by the Seller. 

  
 62 









	14.3	Determination of Clean-Up Settlement Date 

 If the Seller advises the
Manager pursuant to Clause 14.2 that it will exercise its rights pursuant to this Clause 14: 
  

	 	(a)	 (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 


  

	 	(b)	 (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. 


  

	14.4	Clean-Up Settlement Price 

  

	 	(a)	 (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. 



 

	 	(b)	 (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. 


  

	 	(c)	 (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. 


  

	14.5	Payment of Clean-Up Settlement Price 

 The Seller must pay to the
Trustee, in immediately available funds, the Clean-Up Settlement Price on the Clean-Up Settlement Date. 
  

	14.6	Effect of Payment of Clean-Up Settlement Price 

 Upon receipt of the
Clean-Up Settlement Price by the Trustee in immediately available funds, the Trustee’s entire right, title and interest in the SMART Receivable Rights then forming part of the Assets of the Series Trust is deemed to be extinguished in favour of
the Seller with immediate effect from the last day of the Monthly Period which ended prior to the Clean-Up Settlement Date. The 

  
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Trustee must execute whatever documents the Seller reasonably requires to complete the extinguishment of the Trustee’s right, title and interest in such SMART Receivable Rights. 

 

	14.7	Costs 

 The Seller must pay to, or reimburse, the Trustee immediately on
demand for all costs and expenses (including legal costs charged at the usual commercial rates of the relevant legal services provider and any stamp duty and registration fees) arising out of or necessarily incurred by the Trustee in connection with
the exercise of the Seller’s rights pursuant to this Clause 14. 
  

	14.8	Alternative structure 

 The Trustee must co-operate with the Seller in
exercising the Seller’s rights pursuant to this Clause 14 in a way other than as set out in this Clause 14 if to do so would materially reduce the liability of the Seller to reimburse the Trustee for any of the costs and expenses set out in
Clause 14.7 and provided that: 
  

	 	(a)	 (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 


  

	 	(b)	 (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. 


  

	14.9	Alternative funding arrangements to permit redemption 

 Nothing in this
Clause 14 prevents the Manager and the Trustee exercising any other rights and powers conferred upon them by this Deed or the Master Trust Deed (in so far as it applies to the Series Trust) to enable the redemption of the Notes as contemplated by
Conditions 7.3 and 7.4 of the US$ Note Conditions. 
  

	14.10	Clause 16 of the Master Sale and Servicing Deed 

 Notwithstanding any
other provision of any other Transaction Document, the Manager may only exercise its right to issue a Transfer Proposal in accordance with clause 16 of the Master Sale and Servicing Deed where the Series Trust is a Disposing Trust in either of the
following circumstances: 
  

	 	(a)	 (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 



 

	 	(b)	 (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, 



and, in either case, if the Manager has received a direction from the Seller to issue the relevant Transfer Proposal as
contemplated by Clause 3.5. 

  
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	15.	TERMINATION OF THE SERIES TRUST 

  

	15.1	Co-operation in restructuring of the Series Trust 

 If the Termination
Event Date of the Series Trust occurs as a result of a provision of statute or general law at a time when any Notes issued in respect of the Series Trust have not been redeemed in full then from the Termination Event Date of the Series Trust, the
Servicer, the Trustee and the Manager must consult and use their reasonable endeavours (in consultation with the Security Trustee pursuant to the Master Security Trust Deed and the Unitholders in the Series Trust) to amend or vary the terms of this
Deed, any other relevant Transaction Document and the Notes in respect of the Series Trust, in such a way so as to minimise any potential losses that the Investors may suffer as a result of the termination of the Series Trust. If such consultations
do not result in an agreement between the parties as to the best way in which such restructuring can proceed within 90 days of the Termination Event Date of the Series Trust, then the Trustee must proceed to liquidate the Assets of the Series Trust
in accordance with the remainder of this Clause 15. 
  

	15.2	Determination of Termination Payment Date 

 Subject to Clause 15.1, the
Trustee must as soon as practicable following the Termination Event Date of the Series Trust, declare on the direction of the Servicer and the Manager, a Distribution Date as the Termination Payment Date, being the Distribution Date by which the
Trustee reasonably believes that the sale and distribution of the Assets of the Series Trust will be completed in accordance with this Clause 15. Based on the direction of the Servicer and the Manager, the Trustee may substitute another Distribution
Date as the Termination Payment Date if it reasonably believes that the Assets will not in fact be sold and distributed by the then declared Termination Payment Date. 
  

	15.3	Realisation of Assets of the Series Trust 

 Subject to Clause 15.1, upon
the occurrence of the Termination Event Date of the Series Trust, the Trustee, at the direction of the Manager, must sell and realise the Assets of the Series Trust (and, in relation to the sale (other than pursuant to Clause 15.5) of any SMART
Receivable Rights forming part of the Assets of the Series Trust, the Trustee must obtain appropriate expert advice prior to the sale) and such sale (so far as is reasonably practicable and reasonably commercially viable) must be completed within
180 days of the Termination Event Date of the Series Trust provided that during the period of 180 days from that Termination Event Date: 
  

	 	(a)	 (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; 


  

	 	(b)	 (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 


  

	 	(c)	 (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. 


  

	15.4	Conditions of Sale During 180 days 

 The Trustee must not conclude a
sale pursuant to Clause 15.3 (other than pursuant to Clause 15.5) unless: 

  
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	 	(a)	 (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); 


  

	 	(b)	 (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 


  

	 	(c)	 (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. 



 

	15.5	Right of Refusal to Seller 

  

	 	(a)	 (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. 



 

	 	(b)	 (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. 


  

	 	(c)	 (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. 


  

	 	(d)	 (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: 


  

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



 

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



then the Manager must promptly convene a meeting of Noteholders (in accordance with the Master Trust Deed) to seek the
approval of the Noteholders, by way of Extraordinary Resolution, to the deemed offer by the Trustee pursuant to Clause 15.5(a). The deemed offer by the Trustee pursuant to Clause 15.5(a) will be conditional upon an Extraordinary Resolution of
Noteholders approving the offer (in accordance with the Master Trust Deed) at 

  
 66 








 
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. 

 

	15.6	Sale at Lower Price 

 If after the expiration of the period of 180 days
from the Termination Event Date of the Series Trust the Trustee has not sold the SMART Receivable Rights which form part of the Assets of the Series Trust for the amount determined in accordance with Clause 15.3(a), the Trustee may proceed to sell
such SMART Receivable Rights free from the prohibitions contained in Clause 15.3(a) and may, if necessary, sell such SMART Receivable Rights on the terms set out in Clause 15.7 if the terms of that clause are satisfied. If any SMART Receivable
Rights are sold for less than the price for those SMART Receivable Rights determined in accordance with Clause 15.3(a), then any such shortfall must be allocated as provided for in Clause 15.11. 

 

	15.7	Conditions of Sale After 180 days 

 Upon the expiration of the period of
180 days from the Termination Event Date of the Series Trust, the Trustee may, if necessary (in its reasonable opinion) to sell the SMART Receivable Rights forming part of the Assets of the Series Trust for at least the amount determined in
accordance with Clause 15.3(a) in respect of those SMART Receivable Rights: 
  

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



 

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



  

	 	(c)	 (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).



  

	15.8	Further Conditions of Sale 

 If the Trustee sells the SMART Receivable
Rights forming part of the Assets of the Series Trust pursuant to this Clause 15, the Trustee must use reasonable endeavours to include as a condition of the sale by the Trustee that the purchaser will: 

 

	 	(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; 


  

	 	(b)	 (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 


  

	 	(c)	 (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. 



  
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	15.9	Procedures Pending Winding-Up 

 During the period commencing on the
Termination Event Date of the Series Trust and ending on the Termination Payment Date: 
  

	 	(a)	 (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; 


  

	 	(b)	 (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; 


  

	 	(c)	 (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 


  

	 	(d)	 (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. 


  

	15.10	Costs on Winding-up of the Series Trust 

 On the Determination Date
prior to the Termination Payment Date, the Manager (in consultation with the Trustee) must in respect of the Series Trust make provision for all Taxes, costs, charges, expenses, claims and demands anticipated to become payable after the Termination
Payment Date in connection with or arising out of the administration or winding up of the Series Trust, including the fees of any consultants whom the Trustee, the Seller, the Servicer, the Security Trustee or the Manager have employed in connection
with the administration or winding up of the Series Trust. Such costs (if any) will be treated as Series Trust Expenses by the Manager in making its determinations as to payments to be made on the Termination Payment Date in accordance with Clause
15.11. 
  

	15.11	Calculation of Final Distributions 

 On the Determination Date prior to
the Termination Payment Date, the Manager must determine how the amounts standing to the credit of the Collections Account are to be distributed and must make such determination in accordance with the provisions of clause 13 of the Master Security
Trust Deed. After making such determinations the Manager must notify the Trustee of the allocations and payments to be made on the Termination Payment Date. 
  

	15.12	Final Distributions 

 On the Termination Payment Date the Trustee must
make the payments that the Manager directs it to make pursuant to Clause 15.11. 
  

	15.13	Final Redemption 

 All Notes and Units are deemed to be redeemed and
discharged in full on the Termination Payment Date provided the payment (if any) due in respect of them from the Trustee pursuant to Clause 15.12 is made to the corresponding Investors. 

  
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	15.14	Notification to the Rating Agencies 

 The Manager will promptly notify
each Rating Agency of the redemption and discharge in full of all Notes and Units pursuant to Clause 15.13 or any earlier redemption and discharge in full of a Class of Notes. 

 

	16.	GENERAL 

  

	16.1	Required Credit Rating and Maturity 

  

	 	(a)	 (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: 


  

	 	(i)	 with respect to Moody’s: 


  

	 	(A)	 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; 


  

	 	(B)	 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 


  

	 	(C)	 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 



 

	 	(ii)	 with respect to Fitch Ratings: 


  

	 	(A)	 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: 


  

	 	I.	 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; 


  

	 	II.	 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; 


  

	 	III.	 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; 



  
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	 	IV.	 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 


  

	 	V.	 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 


  

	 	(B)	 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. 



 

	 	(b)	 (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. 


  

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



 

	16.2	Distribution of information 

 The Manager will on each Determination
Date send: 
  

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



 

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



 

	16.3	SEC Reporting Requirements 

  

	 	(a)	 (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. 



 

	 	(b)	 (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: 


  

	 	(i)	 (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 



  
 70 









	 	(ii)	 (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. 


  

	 	(c)	 (Pool Performance Data and Form 10-D): 


  

	 	(i)	 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. 


  

	 	(ii)	 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. 


  

	 	(iii)	 MLPL must: 


  

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



 

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



 

	 	(d)	 (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. 



 

	 	(e)	 (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. 



 

	16.4	Compliance with Regulation AB 

  

	 	(a)	 (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: 


  

	 	(i)	 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 



  
 71 









	 	(ii)	 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. 


  

	 	(b)	 (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: 


  

	 	(i)	 (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)	 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 


  

	 	(B)	 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; 


  

	 	(ii)	 (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 


  

	 	(iii)	 (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.



  

	 	(iv)	 (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). 


  

	 	(c)	 (Compliance by other parties): 



  
 72 









	 	(i)	 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. 


  

	 	(ii)	 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. 


  

	 	(d)	 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. 


  

	 	(e)	 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: 



 

	 	(i)	 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; 


  

	 	(ii)	 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 



  
 73 









	 	 
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 



 

	 	(iii)	 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.



  

	 	(f)	 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: 



 

	 	(i)	 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 



 

	 	(ii)	 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; 



provided, that if directed by MLPL, the Manager must so remove and replace the Assessing Party or such delegate, as
applicable; and provided, further, that to the extent that any provision of the Transaction Documents expressly provides for the survival of certain rights or obligations following termination of such party, such provision will be given effect. 

 

	 	(g)	 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




  
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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. 


  

	16.5	Claim for Damages 

 Where this Deed provides for damages to be payable
by the Seller, the Servicer or the Manager to the Trustee: 
  

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



  

	 	(b)	 (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 


  

	 	(c)	 (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). 



 

	16.6	Allocation of Damages 

 If an amount is payable to the Trustee by the
Servicer, the Seller or the Manager for breach of a representation, warranty or obligation under the Master Trust Deed, the Master Sale and Servicing Deed (including any such amounts payable under clause 6.6 of the Master Sale and Servicing Deed
which represent amounts in respect of accrued but unpaid interest on the relevant SMART Receivables in respect of the relevant period) or this Deed or for other damages, such amount is to be treated as a Finance Charge. On each Determination Date
the Manager must notify the Trustee of such amount received (if any) in the Monthly Period just ended. 
  

	16.7	Additional Expenses 

 In accordance with clause 16.11(q) of the Master
Trust Deed and paragraph (d) of the definition of the term “Series Trust Expenses” in Clause 1.1, the Additional Expenses are incorporated into and form part of the Series Trust Expenses of the Series Trust for which the Trustee is
entitled to be indemnified out of the Assets of the Series Trust. 
  

	16.8	Form of Transfers and Certificates 

 For the purposes of the Master
Trust Deed insofar as it relates to the Series Trust: 
  

	 	(a)	 (Note Certificates): the form of: 


  

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



 

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



 

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



 

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



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



 

	16.9	Incur Costs Without Approval 

 In accordance with clause 16.26 of the
Master Trust Deed, the Trustee may do such things, take such actions and incur such expenses without the consent of the Manager (including the appointment of advisers) as it believes necessary (acting reasonably) in determining whether a particular
event under the Transaction Documents is having, or will have, an Adverse Effect where such determination is a necessary pre-condition for the Trustee to exercise its rights under any Transaction Documents. 

 

	16.10	Adverse Effect 

 The Manager and the Servicer each acknowledge that:

  

	 	(a)	 (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; 


  

	 	(b)	 (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 


  

	 	(c)	 (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. 


  

	16.11	Disclosure of Information to Related Bodies Corporate 

 In relation to
information which the Trustee in its capacity as trustee of the Series Trust or the Seller Trust (the Recipient) receives from any of the Manager, the Investors, the Seller or the Servicer (the Discloser) in relation to the Series
Trust, the Seller Trust or the trust established under the Master Security Trust Deed (the Information), each Discloser hereby severally authorises and consents to the Recipient making available such Information, except to the extent that the
making available of such Information is prohibited by law (including the Privacy Act), to: 
  

	 	(a)	 (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 


  

	 	(b)	 (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. 


 Notwithstanding any
other provision of this Deed, the Recipient will not have any liability to the Discloser or any other person for the use, non-use, communication or non-communication of the Information in the above manner, except to the extent to which the Recipient
has an express contractual obligation to disclose or not to disclose or to use or not to use certain information received by it and fails to do so. 

  
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	16.12	Substitute Fixed Rate Swap Agreement 

 Upon the termination of any Fixed
Rate Swap Agreement in respect of the Fixed Rate Swap, and subject to Clause 17.5 of this Deed and clause 16.5 of the Master Trust Deed, and without limiting the Trustee’s powers under clause 16 of the Master Trust Deed, the Trustee as trustee
of the Series Trust must, if requested by the Manager, enter into a substitute Fixed Rate Swap Agreement with such parties and upon such terms as are specified by the Manager provided that the Manager has issued a Rating Notification in relation to
the entry into such substitute agreement. 
  

	16.13	Substitute Currency Swap Agreement 

 Upon the termination of any
Currency Swap Agreement in respect of a Currency Swap, and subject to Clause 17.5 of this Deed and clause 16.5 of the Master Trust Deed, and without limiting the Trustee’s powers under clause 16 of the Master Trust Deed, the Trustee as
trustee of the Series Trust must, if requested by the Manager, enter into a substitute Currency Swap Agreement as contemplated by Clause 8(b)(i) with such parties and upon such terms as are specified by the Manager provided that the Manager has
issued a Rating Notification in relation to the entry into such substitute agreement. 
  

	16.14	Manager’s Obligations in relation to hedging 

 The Manager must
ensure that the Trustee’s interest rate risk under each SMART Receivable which forms part of the Assets of a Series Trust is hedged under the Fixed Rate Swap. 
  

	16.15	Servicer must remit Obligor Taxes 

 The Servicer must remit to the
relevant Governmental Agency any Obligor Taxes in accordance with all applicable laws and any applicable Receivables Agreement. 
  

	16.16	Servicer may delegate 

  

	 	(a)	 Notwithstanding clause 3.26 of the Master Sale and Servicing Deed, the Servicer may delegate any of its powers, duties and obligations in respect
of SMART Receivables to a Related Body Corporate of MBL or to any other person in respect of whom the Manager has issued a Rating Notification. 


  

	 	(b)	 For the purpose of clause 3.28 of the Master Sale and Servicing Deed, any delegation by the Servicer of its powers, duties and obligations in
respect of SMART Receivables pursuant to Clause 16.16(a) is deemed to be a delegation by the Servicer under clause 3.26 of the Master Sale and Servicing Deed. 



 

	 	(c)	 The Servicer may replace or suspend any attorney, agent or sub-agent appointed as its delegate under Clause 16.16(a) for any cause or reason as the
Servicer may in its sole discretion think sufficient with or without assigning any cause or reason. 


  

	16.17	Appointment of the Servicer 

 The Trustee hereby exclusively appoints
the Servicer as its attorney to act on the Trustee’s behalf and exercise all rights and powers of the Trustee with respect to the Fixed Rate Swap Agreement and the Currency Swap Agreement. Without limiting the generality of the foregoing, the
Servicer may issue and receive on behalf of the Trustee all notices, certificates and other communications under the Fixed Rate Swap Agreement or Currency Swap Agreement until such time as the Trustee serves written notice of the revocation of the
Servicer’s authority to act on behalf of the Trustee in accordance with this Clause. The Servicer hereby accepts such appointment. 

  
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	16.18	Supplementary Trustee powers 

 Without limiting the generality of clause
16 of the Master Trust Deed or any other provision of the Master Trust Deed, but subject to the limitations imposed on the Trustee pursuant to the Master Trust Deed, the Trustee has full power to do the following (which powers are to be construed as
separate and independent powers): 
  

	 	(a)	 (DTC): to lodge the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, or arrange for the Class A-1 Notes,
the Class A-2 Notes and the Class A-3 Notes to be lodged, with the DTC, Euroclear or Clearstream, Luxembourg or a common depository for the DTC, Euroclear or Clearstream, Luxembourg; 



 

	 	(b)	 (Payment direction): where a person owes an amount to the Trustee, to direct that debtor to make that payment to another person on behalf of
the Trustee, including directing payments due in respect of the Notes to be made to the Noteholders; 


  

	 	(c)	 (Currency conversion): subject to the terms of the Transaction Documents, to convert currencies on such terms and conditions as the Manager
thinks fit and as directed by the Manager to the Trustee; 


  

	 	(d)	 (US$ Note Trustee): to appoint the US$ Note Trustee; 



 

	 	(e)	 (US$ Note Registrar): to appoint the US$ Note Registrar; 



 

	 	(f)	 (Agent Bank): to appoint the Agent Bank; 


  

	 	(g)	 (Paying Agent): to appoint each Paying Agent; and 



 

	 	(h)	 (Incidental Powers): with the written agreement of the Manager (which agreement is not to be unreasonably withheld), to do all such things
incidental to or necessary or convenient to be done for, or in connection with, any of the above powers. 


  

	16.19	PPSA 

  

	 	(a)	 (Seller, Servicer and Manager to take action): Without limiting any provision of any other Transaction Document, each of the Seller, the
Servicer and the Manager, at its own cost, undertake to do all things reasonably necessary (including, without limitation, directing the Trustee or the Security Trustee to take any required action) from time to time to: 



 

	 	(i)	 permit any security interest, which is an asset of the Series Trust, to be registered on the PPS Register; 



 

	 	(ii)	 permit the Security (as defined in the General Security Deed) to be perfected by registration on the PPS Register; and 



 

	 	(iii)	 otherwise perfect the Trustee’s interest in the assets of the Series Trust in the context of the PPSA, 



immediately before, or promptly following, such security interests coming into existence. 

 

	 	(b)	 (Trustee and Security Trustee to comply with directions): Each of the Trustee and the Security Trustee agree to comply with any reasonable
directions given to them by the Seller, the Servicer or the Manager pursuant to Clause 16.19(a), provided that: 



  
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	 	(i)	 such directions contain sufficient detail as to the action required of the Trustee and/or Security Trustee; 



 

	 	(ii)	 in the event that such directions are not sufficiently detailed to enable the Trustee and/or Security Trustee to comply, the Trustee and/or
Security Trustee are not required to take any action other than to inform the Servicer, the Seller or Manager (as the case may be) that this is the case and specify the reason the Trustee and/or the Security Trustee is unable to comply;



  

	 	(iii)	 all costs and expenses incurred by the Trustee and/or Security Trustee (including time in attendance) shall be Series Trust Expenses; and



  

	 	(iv)	 in the absence of any such directions, the Trustee and/or Security Trustee are not required to take any action with respect to the PPSA.



  

	 	(c)	 (Trustee and Security Trustee limitation of liability): Neither the Trustee nor the Security Trustee: 



 

	 	(i)	 is responsible for ensuring that the PPSA is complied with in relation to the Series Trust and the Security Trust or for ensuring the accuracy,
completeness or effectiveness (as the case may be) of any registration, perfection or priority of any security interest; nor 


  

	 	(ii)	 shall be liable to any person for any loss arising in relation to the Series Trust in connection with the PPSA, the PPS Register, any defect in
registration or loss of priority in connection therewith, acting on the directions of the Seller, the Manager and/or the Servicer in accordance with this Clause 16.19 or any failure of the Seller, the Manager and/or the Servicer to comply with its
obligations in this Clause 16.19 (except to the extent that such loss is a direct result of a breach by the Trustee or the Security Trustee of its obligations under this Clause 16.19). 



 

	 	(d)	 (Interpretation): In this Clause 16.19, terms defined in the PPSA but not otherwise defined in this Deed (including by reference or
incorporation) have the meanings given to them in the PPSA. 


  

	16.20	Reporting of repurchase demands 

 The Trustee, the Servicer and the
Manager must: 
  

	 	(a)	 notify MLPL as soon as practicable and in any event within five Business Days, of all demands or requests received from any Noteholder by an
Authorised Officer of the Trustee for the repurchase of any SMART Receivable pursuant to clause 6 of the Master Sale and Servicing Deed; 


  

	 	(b)	 promptly upon request by MLPL, provide to MLPL any other information which is in the possession or control of the Trustee, the Servicer or the
Manager (as the case may be) that has been reasonably requested to facilitate compliance by MLPL with Rule 15Ga-1 under the Exchange Act; and 


  

	 	(c)	 if requested by MLPL within a reasonable time before the Trustee is required to perform any obligation under this Clause 16.20(c), provide a
written certification no later than fifteen days following the end of any calendar quarter or calendar year that the Trustee has not received any repurchase demands from any Noteholder for such period, or if repurchase




  
 79 









	 	 
demands have been received during such period, that the Trustee has provided all the information reasonably requested under Clause 16.20(b) above. 



In no event will the Trustee have any responsibility or liability in connection with any filing required to be made by a
securitiser under Rule 15Ga-1 under the Exchange Act. 
  

	17.	TRUSTEE’S LIMITATION OF LIABILITY 

  

	17.1	Limitation on Trustee’s liability 

 A liability incurred by the
Trustee acting in its capacity as trustee of the Series Trust arising under or in connection with this Deed is limited to and can be enforced against the Trustee only to the extent to which it can be satisfied out of Assets of the Series Trust out
of which the Trustee is actually indemnified for the liability. A liability incurred by the Trustee acting in its capacity as trustee of the Seller Trust arising under or in connection with this Deed is limited to and can be enforced against the
Trustee only to the extent to which it can be satisfied out of the Seller Trust Assets out of which the Trustee is actually indemnified for the liability. This limitation of the Trustee’s liability applies despite any other provision of this
Deed (other than Clause 17.3) and extends to all liabilities and obligations of the Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Deed. 

 

	17.2	Claims against Trustee 

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

	17.3	Fraud, Negligence or Wilful Default 

 The provisions of this Clause 17
will not apply to any obligation or liability of the Trustee to the extent that it is not satisfied because under the Master Trust Deed, this Deed or any other Transaction Document in relation to the Series Trust or the Seller Trust or by operation
of law there is a reduction in the extent of the Trustee’s indemnification out of the Assets of the Series Trust or the Seller Trust Assets, as the case may be, as a result of the Trustee’s fraud, negligence or wilful default. 

 

	17.4	Acts or omissions 

 It is acknowledged that the Relevant Parties are
responsible under the Transaction Documents for performing a variety of obligations relating to the Series Trust. No act or omission of the Trustee (including any related failure to satisfy its obligations or any breach of representation or warranty
under this Deed) will be considered fraudulent, negligent or a wilful default for the purpose of Clause 17.3 to the extent to which the act or omission was caused or contributed to by any failure by any Relevant Party or any other person appointed
by the Trustee under any Transaction Document (other than a person whose acts or omissions the Trustee is liable for in accordance with any Transaction Document) to fulfil its obligations in relation to the Series Trust or by any other act or
omission of a Relevant Party or any other such person. 

  
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	17.5	No obligation 

 The Trustee is not obliged to enter into any further
commitment or obligation under this Deed or any Transaction Document (including incur any further liability) unless the Trustee’s liability is limited in a manner which is consistent with this Clause 17 or otherwise in a manner satisfactory to
the Trustee in its absolute discretion. 
  

	17.6	Indemnity out of Seller Trust Assets 

 Without limiting any other
indemnity to which the Trustee is entitled, and subject to Clause 17.7, the Trustee will be indemnified out of the Seller Trust Assets against any cost, expense, loss or liability properly incurred by the Trustee in connection with it acting as
trustee of the Seller Trust. 
  

	17.7	Trustee Fraud etc. 

 The indemnity given in Clause 17.6 will not apply
to the extent that the relevant cost, expense, loss or liability arises as a result of the Trustee’s fraud, negligence or wilful default. 
  

	17.8	Trustee May Rely 

  

	 	(a)	 (Entitled to rely): The Trustee is entitled to conclusively rely on (unless actually aware to the contrary) and is not required to
investigate the accuracy of: 


  

	 	(i)	 (Contents of Letter of Offer): the contents of the Letter of Offer given to it by the Seller and any representation as to whether a SMART
Receivable specified therein meets the Eligibility Criteria; 


  

	 	(ii)	 (Settlement Statement): the contents of a Settlement Statement; 



 

	 	(iii)	 (Calculations): any calculations made by the Seller, the Servicer or the Manager under this Deed including without limitation, the
calculation of amounts to be paid to, or charged against, any Investor or the Seller on specified dates; 


  

	 	(iv)	 (Collections): the amount of, or allocation of, Collections; or 



 

	 	(v)	 (Certificates): the contents of the letter and certificates provided to the Trustee under Clauses 5.1(g) and 5.2(b) of this Deed and
clause 3.25(f) of the Master Sale and Servicing Deed and any certificates given by the Manager or the Servicer pursuant to the Settlement Statement or otherwise pursuant to subsequent amendments to this Deed or the Master Trust Deed.



  

	 	(b)	 (Manager Default etc.): The Trustee is not liable for any Manager Default, Servicer Default or Perfection of Title Event.



  

	17.9	No Duty to Investigate 

 The Trustee has no duty, and is under no
obligation, to investigate whether a Servicer Default or a Perfection of Title Event has occurred other than where it has actual notice, knowledge or awareness that such event has occurred. 

  
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	18.	NATIONAL CREDIT CODE 

  

	18.1	Seller and Servicer representations and warranties 

 The Seller and the
Servicer represents and warrants in respect of itself to the Manager and the Trustee that: 
  

	 	(a)	 (Authority): it is a Licensee; and 


  

	 	(b)	 (Servicing Agreement): it has given, or will within the time prescribed by law, give notice to ASIC in the prescribed form that it is a
party to a “Servicing Agreement”. 


  

	18.2	Servicer undertakings 

 The Servicer undertakes for the benefit of the
Trustee that it will: 
  

	 	(a)	 (Compliance with Laws): comply with the requirements of any relevant laws in carrying out its obligations under the Transaction Documents in
relation to the Series Trust including, if required, the Consumer Credit Code and the National Credit Code; 


  

	 	(b)	 (Australian Credit Licence): continue to hold an Australian Credit Licence that authorises it to engage in all credit activities that it is
or may be required to perform in complying with its obligations under the Transaction Documents; 


  

	 	(c)	 (Notice): notify each party if: 


  

	 	(i)	 it ceases to be a Licensee; or 


  

	 	(ii)	 it files any amendment to the notice given to ASIC described in Clause 18.2(e); 



 

	 	(d)	 (No breach): not breach any provision of the National Credit Code; and 



 

	 	(e)	 (Notice to ASIC): give notice to ASIC in the prescribed form that it is party to a “Servicing Agreement” in the event that legal
title to any SMART Receivables are transferred to the Trustee. 


  

	18.3	Trustee representations and warranties 

 The Trustee represents and
warrants in respect of itself to the Manager that: 
  

	 	(a)	 (Membership): in the case of Perpetual Trustee Company Limited (in its personal capacity), it is a member of an Approved External Dispute
Resolution Scheme; 


  

	 	(b)	 (Inappropriate Person): it is not an Inappropriate Person; and 



 

	 	(c)	 (Perpetual Trustee Company Limited): in the case of Perpetual Trustee Company Limited (in its personal capacity): 



 

	 	(i)	 to the extent required under the National Credit Code it is a: 



 

	 	(A)	 Licensee; or 


  

	 	(B)	 credit representative, 



  
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 authorised to engage in all credit activities that it will or may be required to
perform in complying with its obligations under the Transaction Documents or is otherwise exempt from the requirement to be registered or licensed under the National Credit Code in order to engage in such credit activities; and 

 

	 	(ii)	 no Insolvency Event has occurred in respect of it. 


  

	18.4	Trustee undertakings 

 The Trustee undertakes: 

 

	 	(a)	 (Compliance with Laws): to comply with the requirements of any relevant laws in carrying out its obligations under the Transaction Documents
in relation to the Series Trust including, if required, the Consumer Credit Code and the National Credit Code; 


  

	 	(b)	 (Securitisation Exemption): to ensure that at all times it continues: 



 

	 	(i)	 in its personal capacity only, to be a member of an Approved External Dispute Resolution Scheme; and 



 

	 	(ii)	 not to be an Inappropriate Person, 



or is otherwise a Licensee; and 
  

	 	(c)	 (Notify): to notify the other parties if at any time it has knowledge that any representation or warranty contained in Clause 18.3 ceases to
be true and correct. 


  

	18.5	Further covenant 

 Perpetual Trustee Company Limited (in its personal
capacity) further covenants with the Manager, with the intent that the benefit of this covenant extends not only to the Manager, but also to the Investors jointly and to each of them severally, that it will to the extent required under the National
Credit Code: 
  

	 	(a)	 (Registrations and licences): obtain and maintain all registrations and licences; or 



 

	 	(b)	 (Credit representative): be appointed as a credit representative of a Licensee, 



such that it is authorised to engage in all credit activities that it will or may be required to perform in complying with its
obligations under the Transaction Documents. 
  

	18.6	Consumer Credit Code and National Credit Code compliance 


Notwithstanding any other provision in this Deed to the contrary, where the Servicer is required to comply with the Consumer
Credit Code or the National Credit Code and the performance of certain obligations by the Trustee under this Deed is a precondition to the Servicer’s ability to so comply then, following notice of the foregoing by the Servicer to the Trustee,
the Trustee must perform such action as soon as is reasonably practicable. 

  
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	19.	NOTICES 

  

	19.1	Method of Delivery 

 Subject to Clauses 19.3 and 19.4, any notice,
request, certificate, approval, demand, consent or other communication to be given under this Deed or the Master Trust Deed must: 
  

	 	(a)	 (In Writing and signed by an Authorised Officer): except in the case of communications by email, be in writing and signed by an Authorised
Officer of the party giving the same; and 


  

	 	(b)	 (Delivery): be: 


  

	 	(i)	 left at the address of the addressee; 


  

	 	(ii)	 sent by prepaid ordinary post to the address of the addressee; 



 

	 	(iii)	 sent by facsimile to the facsimile number of the addressee; or 



 

	 	(iv)	 sent by email by an Authorised Officer of the party giving the same in accordance with the addressee’s email details, 



in each case, as specified in Clause 19.5 or as otherwise notified in writing by the relevant addressee from time to time to
the other parties to this Deed as its address for service pursuant to this Deed and the Master Trust Deed. 
  

	19.2	Deemed Receipt 

 A notice, request, certificate, demand, consent or
other communication under this Deed or the Master Trust Deed given in accordance with this Clause 19 is deemed to have been received: 
  

	 	(a)	 (Delivery): where delivered in person, upon receipt; 



 

	 	(b)	 (Post): where sent by post, on the 3rd (7th if outside Australia) day after posting; 



 

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


  

	 	(d)	 (Email): where sent by email, on the date the email is received. 



However, if the time of deemed receipt of any notice is not before 5.30 p.m. local time on a Business Day at the address of
the recipient it is deemed to have been received at the commencement of business on the next Business Day. 
  

	19.3	Email 

 A notice, request, certificate, approval, demand, consent or
other communication to be given under this Deed or the Master Trust Deed in accordance with this Clause 19 may only be given by email where the recipient has agreed that that communication or communications of that type, may be given by email. 

  
 84 









	19.4	Notice to Investors 

 Any notice required or permitted to be given to an
Investor pursuant to this Deed or the Master Trust Deed must be given, and will be deemed to be received: 
  

	 	(a)	 (Unitholder and A$ Noteholder): in the case of notices to Unitholders or A$ Noteholders, in accordance with clause 24.4 of the Master Trust
Deed; and 


  

	 	(b)	 (US$ Noteholders): in the case of notices to the US$ Noteholders, in accordance with Condition 11 of the US$ Note Conditions.



  

	19.5	Contact information 

 The initial address, facsimile number and email
address of the parties to this Deed and each other Transaction Document are: 
  

					
		 	 (a)
	 	 US$ Note Trustee, Principal Paying Agent, US$ Note Registrar and Agent Bank:

		 		 	 The Bank of New York Mellon

		 		 	 101 Barclay Street, Floor 7-East

		 		 	 New York N.Y. 10286

		 		 	 Attention: Corporate Trust Office, International Corporate Trust Global Americas

		 		 	 Telephone: (212) 815 8164

		 		 	 Fax: (724) 540 6315 / (615) 779 7515

		 		 	 Email: SMARTABS@bnymellon.com

			
		 	 (b)
	 	 Issuer:

			
		 		 	 Perpetual Trustee Company Limited as trustee for the SMART ABS Series 2015-3US Trust

		 		 	 Level 12, Angel Place

		 		 	 123 Pitt Street

		 		 	 Sydney NSW 2000

		 		 	 AUSTRALIA

		 		 	 Attention: Manager, Transaction Management, Capital Markets Fiduciary Services

		 		 	 Telephone: +612 9229 9000

		 		 	 Email: SecuritisationOps@perpetual.com.au

			
		 	 (c)
	 	 Security Trustee:

			
		 		 	 P.T. Limited

		 		 	 Level 12, Angel Place

		 		 	 123 Pitt Street

		 		 	 Sydney NSW 2000

		 		 	 AUSTRALIA

		 		 	 Attention: Manager, Transaction Management, Capital Markets Fiduciary Services

		 		 	 Telephone: +612 9229 9000

		 		 	 Email: SecuritisationOps@perpetual.com.au

			
		 	 (d)
	 	 MLPL, Servicer and Seller:

			
		 		 	 Macquarie Leasing Pty Limited

		 		 	 Level 6, 50 Martin Place

		 		 	 Sydney NSW 2000

		 		 	 AUSTRALIA

		 		 	 Attention: Managing Director

		 		 	 Telephone: +612 8232 8072



  
 85 









					
		 		 	 Fax: +612 8232 3333

		 		 	 Email: mcafleasing-securitisation@macquarie.com

			
		 	 (e)
	 	 MBL:

		 		 	 Macquarie Bank Limited

		 		 	 50 Martin Place

		 		 	 Sydney NSW 2000

		 		 	 AUSTRALIA

		 		 	 Attention: Manager, Securitisation

		 		 	 Telephone: +612 8232 3333

		 		 	 Fax: +612 8232 8344

		 		 	 Email: ficcdebtmarkets@macquarie.com

			
		 	 (f)
	 	 Manager:

		 		 	 Macquarie Securities Management Pty Limited

		 		 	 50 Martin Place

		 		 	 Sydney NSW 2000

		 		 	 AUSTRALIA

		 		 	 Attention: Manager, Securitisation

		 		 	 Telephone: +612 8232 3333

		 		 	 Fax: +612 8232 8344

		 		 	 Email: ficcdebtmarkets@macquarie.com

			
		 	 (g)
	 	 Currency Swap Provider:

		 		 	 Australia and New Zealand Banking Group Limited

		 		 	 ANZ Market Operations

		 		 	 Level 15, 100 Queen Street

		 		 	 Melbourne, Victoria, 3000

		 		 	 AUSTRALIA

		 		 	 Attention: Manager, Derivative Operations

		 		 	 Telephone: +613 8655 3254

		 		 	 Fax: +613 9273 3444

		 		 	 Email: globalconfirmations@anz.com

			
		 	 (h)
	 	 Fixed Rate Swap Provider:

		 		 	 Macquarie Bank Limited

		 		 	 50 Martin Place

		 		 	 Sydney NSW 2000

		 		 	 AUSTRALIA

		 		 	 Attention: Manager, Securitisation

		 		 	 Telephone: +612 8232 3333

		 		 	 Fax: +612 8232 8344

		 		 	 Email: ficcdebtmarkets@macquarie.com


  

	19.6	Clause 24 of the Master Trust Deed 

 Clause 24 of the Master Trust Deed
does not apply in respect of the Series Trust except to the extent that clause 24.4 of the Master Trust Deed is relevant to the operation of Clause 19.4(a). 

  
 86 









	20.	MISCELLANEOUS 

  

	20.1	Amendments 

  

	 	(a)	 (Amendment): Subject to Clauses 20.1(b) and 20.1(c) of this Deed and without limiting Part 5(26) of the Currency Swap Agreement, this Deed
may be amended only by written agreement between all parties to this Deed, 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. 



 

	 	(b)	 (Compliance with the TIA): Any written agreement to amend any provision of this Deed pursuant to Clause 20.1(a) must conform, to the extent
applicable, with the requirements of the TIA. 


  

	 	(c)	 (Unconditional rights of US$ Noteholders): Notwithstanding any other provisions in this Deed, any US$ Noteholder shall have the right, which
is absolute and unconditional, to receive payment of the principal of and interest, if any, on each US$ Note held by it on or after the respective due dates thereof expressed in the Transaction Documents or to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of such US$ Noteholder, except to the extent that the US$ Note Trust Deed or the Master Security Trust Deed and General Security Deed contain provisions limiting or denying
the right of any US$ Noteholder to institute any such suit, if and to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver, or loss of the
Security created by the Master Security Trust Deed and General Security Deed upon any property subject to such Security. 


  

	20.2	Governing Law 

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

	20.3	Jurisdiction 

  

	 	(a)	 (Submission to jurisdiction): Each of the Trustee, the Manager, the Servicer, the Seller, and each Investor, 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 Deed. 


  

	 	(b)	 (Waiver of inconvenient forum): Each of the Trustee, the Manager, the Servicer, the Seller, and each Investor, 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. 



 

	20.4	Severability of Provisions 

 In the event that any provision of this
Deed 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 Deed or affecting the
validity or enforceability of such provision in any other jurisdiction. 

  
 87 









	20.5	Counterparts 

 This Deed 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. 
  

	20.6	No Revocation of Power of Attorney 

 Each attorney, by signing this
Deed, declares that he or she has not received any notice of the revocation of the power of attorney under which he or she signs this Deed. 
  

	20.7	Code of Banking Practice 

 The parties to this Deed agree that the Code
of Banking Practice does not apply to any Transaction Document, or any transaction or service provided by one party to another party under a Transaction Document. For the purposes of this Clause 20.7, Code of Banking Practice means the
voluntary code of conduct entitled “Code of Banking Practice” published by the Australian Bankers’ Association on 31 January 2013, as updated, revised or replaced from time to time. 

 

	20.8	Contra proferentem 

 Each provision of this Deed will be interpreted
without disadvantage to the party who (or whose representative) drafted that provision. 
  

	20.9	Anti-money laundering 

 Each party (the Information Provider)
agrees to provide any information and documents reasonably required by any other party (the Information Recipient) to comply with any applicable anti-money laundering or counter-terrorism financing laws including any applicable laws imposing
“know your customer” or other identification checks or procedures that the Information Recipient is required to comply with in respect of this Deed (AML/CTF Laws), but the foregoing obligation applies only to the extent that such
information and such documents are in the possession of the Information Provider or may be obtained by it after having undertaken reasonable steps and subject to any confidentiality, privacy or general law obligations owed by the Information
Provider to any person in relation to whom the information or documents requested relate (except, in all cases, to the extent that the foregoing may be overridden by the relevant AML/CTF Laws). Each party must comply with any AML/CTF Laws applicable
to it, to the extent required to comply with its obligations under the Transaction Documents. Any party may decline to perform any obligation under the Transaction Documents to the extent that it forms the view, in its reasonable opinion, that
notwithstanding that it has taken all action to comply with any applicable AML/CTF Laws, it is required to decline to perform those obligations under any such AML/CTF Laws. To the maximum extent permitted by law, each party and the Noteholders and
Unitholders releases each other party (a Released Party) from any confidentiality, privacy or general law obligations that a Released Party would otherwise owe to it in respect of this Deed and to the extent to which it is able, any
applicable confidentiality and privacy laws, but only to the extent that the existence of these obligations or laws would otherwise prevent a Released Party from providing any information or documents requested in accordance with this Clause 20.9 or
any similar clause in any other Transaction Document. 
  

	20.10	Australian Financial Services Licence 

 Perpetual Trustee Company
Limited has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act 2001 (Cth) (Australian Financial Services Licence No. 236643). 

  
 88 









	20.11	European Union Risk Retention Requirements 

 MBL undertakes that it
and/or MLPL will retain, on and from the Closing Date at least until the Class A Notes have been repaid in full, a material net economic interest of not less than 5 per cent. of the outstanding principal balance of the SMART Receivables as
of the Cut-Off Date, subject always to any contrary requirement of law. As at the Closing Date, such interest will be comprised of an interest in the Seller Notes in accordance with each of Article 405 of Regulation (EU) No 575/2013, Article 51 of
Regulation (EU) No 231/2013 and Article 254 of Regulation (EU) No 2015/35. 
  

	20.12	Restriction of certain activities in the United States 

 The Manager
must not direct the Trustee to, the Trustee must not and the Servicer must not: 
  

	 	(a)	 acquire, modify or originate any SMART Receivables from within the United States; 



 

	 	(b)	 dispose of any SMART Receivables, or any assets financed by or securing any SMART Receivables, in the United States; or 



 

	 	(c)	 service, or otherwise engage in any collection activity in respect of, any SMART Receivables from within the United States, 



to the extent that the relevant SMART Receivables are, or if originated or acquired would be, Assets of the Series Trust. 


  
 89 








 SCHEDULE 1 

ELIGIBILITY CRITERIA 

Eligibility Criteria means, in relation to a SMART Receivable that may be acquired by the Trustee, that the SMART Receivable and the
Receivable Agreement in relation to that SMART Receivable provide that the SMART Receivable: 
  

	(a)	 is denominated and payable in Australian dollars in Australia; 



 

	(b)	 relates to the financing of an asset which is a new or used car, motor vehicle, truck, bus, trailer, forklift or motorcycle; 



 

	(c)	 be governed by the laws of the following Australian states or territories: 



 

	 	●	 	 New South Wales; 


  

	 	●	 	 Queensland 


  

	 	●	 	 the Australian Capital Territory; 


  

	 	●	 	 Northern Territory; 


  

	 	●	 	 Victoria; 


  

	 	●	 	 South Australia; 


  

	 	●	 	 Tasmania; or 


  

	 	●	 	 Western Australia; 


  

	(d)	 requires the Obligor to make payments (including any final balloon payment) which will amortise the outstanding balance of the receivable to zero
over the remaining term of the receivable; 


  

	(e)	 relates to the financing of an asset in relation to which the interest of the Seller in that asset, or a Chattel Mortgage in relation to that
asset: 


  

	 	(i)	 if the relevant interest or Chattel Mortgage came into existence before 30 January 2012, was registered, if required by law in a particular
state or territory to ensure the validity of the Seller’s interest in that asset or Chattel Mortgage, in the relevant register of encumbered vehicles, chattel mortgage register or comparable register; or 



 

	 	(ii)	 if the relevant interest or Chattel Mortgage came into existence on or after 30 January 2012, is registered in the PPS Register and, where
that asset is of a kind that the PPSA or any regulations made under the PPSA provide must (rather than may) be described by serial number in a registration, it is so described in that registration; 



 

	(f)	 was approved and originated by the Seller in the ordinary course of its business; 



 

	(g)	 has a remaining contractual term that does not exceed 84 months; 



 

	(h)	 does not have Arrears Days greater than 30 and it is not otherwise in default; 



  
 90 









	(i)	 relates to the financing of an asset in relation to which the sale of an equitable interest in, or the sale of an equitable interest in any other
security in relation to that SMART Receivable, does not contravene any law; 


  

	(j)	 together with any Mortgage or other security in relation to that SMART Receivable, has been or will be stamped with all applicable duty;



  

	(k)	 be subject to the terms and conditions of a standard term agreement, a copy of which has been given to and approved by the Manager, which provides,
among other things, that interest or finance charges on that SMART Receivable is or are payable monthly or according to an agreed schedule; 


  

	(l)	 does not incorporate a balloon payment that is greater than 55% of the total of all payments under that SMART Receivable, unless the initial term
of that SMART Receivable is less than or equal to 12 months, in which case the balloon payment in relation to that SMART Receivable (if any) must not exceed 70% of the total of all payments under that SMART Receivable; 



 

	(m)	 has had at least one payment made by the Obligor in respect of it; 



 

	(n)	 bears a fixed interest rate (or, in the case of a SMART Receivable which is a Hire Purchase Contract or a Lease Contract, fixed rental payments)
for its remaining term; 


  

	(o)	 has an Obligor which is a resident of Australia; 


  

	(p)	 obliges that payments continue to be made even if there is a defect in the asset being financed by that SMART Receivable or the asset breaks down
or is damaged; 


  

	(q)	 requires the Obligor to keep the asset being financed by that SMART Receivable in good repair and order at its own expense; 



 

	(r)	 requires the relevant Obligor to keep the asset being financed by that SMART Receivable insured for its full insurable value at its own expense
(or, in certain cases, for such other amount as the Seller requires) against fire, accident and theft and for all other risks as the Seller requires; 


  

	(s)	 if it is terminated prior to its termination date for any reason (including the exercise of any option to terminate early by the relevant Obligor),
give the Seller the right to recover an amount which is at least equal to the outstanding principal balance of the SMART Receivable, as stated in the books of the Seller; and 



 

	(t)	 if it is a Consumer Receivable, has been originated and serviced in compliance with the National Credit Code. 



  
 91 








 SCHEDULE 2 

FORM OF NOTE CERTIFICATE FOR CLASS A-4 NOTES, CLASS B NOTES AND SELLER NOTES 

CLASS [A-4/B/SELLER] NOTES 

SMART ABS SERIES 2015-3US TRUST 

CERTIFICATE NUMBER/S [            ] 

Perpetual Trustee Company Limited 

ABN 42 000 001 007 
 (the
Trustee) 
 Macquarie Securities Management Pty Limited 

ABN 26 003 435 443 

(the Manager) 
 THIS IS TO
CERTIFY THAT: 
  

	NOTEHOLDER:	 [            ] 



ABN [            ] 

(the Class [A-4/B/Seller] Noteholder) 
  

	ADDRESS:	 [            ] 



appears in the Register as the holder of the Notes specified below (the Class [A-4/B/Seller] Notes) issued by the Trustee as
trustee of the SMART ABS Series 2015-3US Trust (the Series Trust) as constituted by a Master Trust Deed as amended from time to time (the Master Trust Deed) dated 11 March 2002 between the Manager and Permanent Custodians Limited
ACN 001 426 384 and a Series Supplement (the Series Supplement) dated [            ] 2015 between Macquarie Leasing Pty Limited ABN 38 002 674 982 (as Seller and the
Servicer), Macquarie Bank Limited ABN 46 008 583 542 (the Bank), the Manager and the Trustee. 
 Unless
expressly defined in this Note Certificate or a contrary intention appears, words and expressions used in this Note Certificate have the same meaning as in the Series Supplement. 

The Class [A-4/B/Seller] Noteholder was entered on the Register as holder of the Class [A-4/B/Seller] Notes described below at
[            ] on [            ]. 

Date of Issue: 
 Numbers of Class [A-4/B/Seller]
Notes:             [            ] to [            ], inclusive

 Maturity Date of each Class [A-4/B/Seller] Note: 

Invested Amount of each Class [A-4/B/Seller] Note: 

A$ Note Interest Rate of each Class [A-4/B/Seller] Note: 

Interest Payment Dates of each Class [A-4/B/Seller] Note: 

  
 92 








 [A tax file number has/has not been obtained from the person named above.] 

[This Note is a global note.] [Include if the Note is held by a clearing house.] 

The Class [A-4/B/Seller] Notes are issued and held subject to the provisions of the Master Trust Deed, the Series Supplement, a Master
Security Trust Deed, as amended from time to time (the Master Security Trust Deed) dated 27 February 2007 between the Manager, the Trustee and P.T. Limited ABN 67 004 454 666 (Security Trustee) and a General Security Deed dated [l] 2015 between the Trustee, the Manager, the US$ Note Trustee and the Security Trustee (General Security Deed). 

Neither the Manager nor the Trustee is under any obligation at any time to repurchase any Class [A-4/B/Seller] Notes from Class [A-4/B/Seller]
Noteholders. 
 This Note Certificate is not a certificate of title and the Register on which these Class [A-4/B/Seller] Notes are
registered is the only conclusive evidence of the title of the abovementioned person to the Class [A-4/B/Seller] Notes. 
 The Trustee
issues the Notes in its role as trustee of the Series Trust. Any obligation or liability of the Trustee arising under or in any way connected with the Series Trust under the Master Trust Deed, the Series Supplement or any other Transaction Document
(including the Class [A-4/B/Seller] Notes) to which the Trustee is a party is limited to the extent to which it can be satisfied out of the Assets of the Series Trust out of which the Trustee is actually indemnified for the obligation or liability.
This limitation will not apply to any obligation or liability of the Trustee only to the extent that it is not so satisfied because of any fraud, negligence or wilful default on the part of the Trustee. The Trustee will have no liability for any act
or omission of the Manager or of any other person (other than a person whose acts or omissions the Trustee is liable for in accordance with any Transaction Document). 

Transfers of the Notes must be pursuant to a Note Transfer as set out in Schedule 3 to the Series Supplement. Copies of Note Transfers are
available from the Trustee at the abovementioned address. Executed Note Transfers must be lodged with the Trustee accompanied by this Note Certificate. 

None of the Manager, the Seller, the Servicer, the Bank, Macquarie Group Limited ABN 94 122 169 279 (the Group), any other member of
the Group or the Trustee guarantees the payment or repayment of any Noteholder Entitlements in respect of the Class [A-4/B/Seller] Notes. 

The Notes do not represent deposits or other liabilities of the Manager, the Seller, the Servicer, the Bank, the Group or any other member of
the Group. The holding of Class [A-4/B/Seller] Notes is subject to investment risk, including possible delays in payment and loss of income and principal invested. None of the Manager, the Seller, the Servicer, the Bank, the Group or any other
member of the Group stand in any way behind the capital value and/or performance of the Class [A-4/B/Seller] Notes or the Assets held by the Series Trust. 

Dated: 
 For and on behalf of 

PERPETUAL TRUSTEE COMPANY LIMITED 
 as trustee of the
Series Trust 
  
  

Authorised Officer 

  
 93 








 SCHEDULE 3 

FORM OF NOTE TRANSFER 
  

							
	 TO:
	  	 Perpetual Trustee Company Limited
	  	 Registry Use
	  	 Date Lodged

		  	 ABN 42 000 001 007
	  	 Only
	  	     /
    /            

		  	 (the Trustee)
	  		  	     


  

			
		 
	TRANSFEROR (the Transferor)	 	 
		 
	(Full Name, ABN (if applicable) and Address)	 	 
		 
	 (Please Print)
	 	 
		 
	     
	 	 
	
	 HEREBY APPLIES TO ASSIGN TO

		 
	TRANSFEREE (the Transferee)	 	 
		 
	(Full Name, ABN (if applicable) and Address)	 	 
		 
	 (Please Print)
	 	 
		 
	     
	 	 

 the following notes (the Notes) issued by the Trustee as trustee of the SMART ABS Series
2015-3US Trust (the Series Trust): 
 Date of Issue: 

Numbers of Notes:         [            ] to
[            ], inclusive 
 Class of each Note: 

[Sub-Class of each Note:] 
 Invested Amount of each
Note: 
 Distribution Dates of each Note: 

Maturity Date of each Note:     /    /            

 and all the Transferor’s property and interest in the same and to the interest accrued thereon. 

 

			
		  	 Settlement Amount

		 
		  	 $



  
 94 








 The Transferee acknowledges that: 
  

	(a)	 the Notes do not represent deposits or other liabilities of the Manager, the Seller, the Servicer, the Bank, Macquarie Group Limited ABN 94 122 169
279 (the Group) or any other member of the Group; 


  

	(b)	 the holding of the Notes is subject to investment risk, including possible delays in payment and loss of income and principal invested; and



  

	(c)	 none of the Manager, the Seller, the Servicer, the Bank, the Group or any other member of the Group stand in any way behind the capital value
and/or performance of the Notes or the Assets held by the Series Trust. 


  

									
	TRANSFEROR	  		    	
	(See notes below)	  	  
 Authorised
Signatory
	    	
			
	Witness	  		    	Date     /    /
				
	TRANSFEREE	  		  		    	
	(See notes below)	  	  
 Authorised
Signatory
	    	
			
	Witness	  		    	Date     /    /


PAYMENTS 
 (tick where appropriate) 

 

			
	 
	  ̈        In accordance with existing
instructions                (existing holders only)

	 
	  ̈      By cheque posted to above address

	 
	
 ̈    
    By crediting the following account in Australia and in the name of the Trustee only

	 	 
	Name of Account	  	Account No.
	 	 
	Name of Financial Institution	  	Branch
	
 ̈        Bank
.......................................
	  	 
	
 ̈   
     Building Society....................
  
	  	 
	Tax File Number (if applicable):	  	 


  

									
	Authorised signature of Transferee	  		  	Date:    /    /        

 NOTES: 
  

	●	 	 The Transferor and the Transferee acknowledge that the transfer of the Notes specified in this Note Transfer only takes effect on the entry of the
Transferee’s name in the Register as the registered owner of the Notes. 


  

	●	 	 The Transferee agrees to accept the Notes subject to the provisions of a Master Trust Deed as amended from time to time (the Master Trust
Deed) dated 11 March 2002 between Macquarie Securities Management Pty Limited ABN 26 003 435 443 (the Manager) and Permanent Custodians Limited ACN 001 426 384, a Series Supplement (the Series Supplement) dated [l] 2015, between Macquarie Leasing Pty Limited ABN 38 002 674 982 (as Seller and the Servicer), Macquarie Bank Limited ABN 46 008 583 542 (the Bank), the Manager and
the Trustee establishing the Series Trust, 



  
 95 









	 	 
a Master Security Trust Deed as amended from time to time (the Master Security Trust Deed) dated 27 February 2007 between the Trustee as trustee of the Series Trust, the Manager
and P.T. Limited ABN 67 004 454 666 (Security Trustee) and a General Security Deed dated [l] 2015 between the Trustee, the Manager, the US$ Note Trustee and the Security
Trustee (General Security Deed). 


  

	●	 	 Unless expressly defined in this Note Transfer or a contrary intention appears, words and expressions used in this Note Transfer have the same
meaning as in the Series Supplement. 


  

	●	 	 The Transferee acknowledges that it has independently and without reliance on the Trustee, the Manager, the Seller, the Servicer, the Bank, the
Group or any other member of the Group (including without reliance on any materials prepared or distributed by any of the foregoing) made its own assessment and investigations regarding its investment in the Notes. 



 

	●	 	 The Trustee issues the Notes in its role as trustee of the Series Trust. Any obligation or liability of the Trustee arising under or in any way
connected with the Series Trust under the Master Trust Deed, the Series Supplement or any other Transaction Document (including the Notes) to which the Trustee is a party is limited to the extent to which it can be satisfied out of the Assets of the
Series Trust out of which the Trustee is actually indemnified for the obligation or liability. This limitation will not apply to any obligation or liability of the Trustee only to the extent that it is not so satisfied because of any fraud,
negligence or wilful default on the part of the Trustee. The Trustee will have no liability for any act or omission of the Manager or of any other person (other than a person whose acts or omissions the Trustee is liable for in accordance with any
Transaction Document). 


  

	●	 	 Where the Transferor and/or the Transferee is a trustee, this Note Transfer must be completed in the name of the trustee and signed by the trustee
without reference to the trust. 


  

	●	 	 Where this Transfer is executed by a corporation, it must be executed either under common seal or under a power of attorney. 



 

	●	 	 If this Note Transfer is signed under a power of attorney, the attorney hereby certifies that it has not received notice of revocation of that
power of attorney. A certified copy of the power of attorney must be lodged with this Note Transfer. 


  

	●	 	 This Note Transfer must be lodged with the Trustee for registration, accompanied by the Note Certificate to which the Notes relate.



  

	●	 	 The Register will be closed from 4.30 p.m. on the Business Day which is prior to, and will be re-opened at the commencement of business on the
Business Day immediately after, each Determination Date. The Trustee may with prior notice given in the manner specified in the Master Trust Deed, close the Register at other times. The total period that the Register may be closed will not exceed 35
Business Days (or such other period agreed to by the Manager) in aggregate in any calendar year. No Note Transfer received after 4.30 p.m. on the day of closure of the Register or while the Register is closed, will be registered until the Register
is re-opened. 


  

	●	 	 If the Transferee is a non-resident for Australian taxation purposes, withholding tax will be deducted from all interest payments unless an
exemption is provided to the Trustee. 


  

	●	 	 A Noteholder is only entitled to transfer a Note if the offer of that Note for sale, or the invitation to purchase that Note to the proposed
transferee by that Noteholder: 


  

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



  
 96 









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



The Trustee hereby certifies that the Transferor is noted in the Register as the holder of the Notes specified in this Note Transfer and that
it will register a transfer of such Notes pursuant to this Note Transfer. 
 Dated: 

For and on behalf of 
 PERPETUAL TRUSTEE COMPANY LIMITED

 as trustee of the Series Trust 
  

 
 Authorised Officer 

  
 97 








 SCHEDULE 4 

POOL PERFORMANCE DATA 

The Pool Performance Data, in relation to any Distribution Date, consists of the following items of data and information in relation to that
Distribution Date: 
  

	(a)	 performance data relating to the SMART Receivables forming part of the assets of the Series Trust determined as at that Determination Date
(including the number and amount of SMART Receivables in the pool at the beginning and ending of the preceding Monthly Period and the updated pool composition information, such as weighted average coupon, weighted average remaining term, pool
factors and prepayment information in respect of the SMART Receivables pool for the preceding Monthly Period); 


  

	(b)	 delinquency and loss information relating to the SMART Receivables for the preceding Monthly Period; 



 

	(c)	 the amount of Collections on the SMART Receivables for the preceding Monthly Period, allocated by Income Collections and Principal Collections;



  

	(d)	 the amount of Available Income, including the Liquidity Reserve Draw, if any, the Principal Draw, if any, and the Liquidity Reserve Balance Excess,
if any; 


  

	(e)	 the amount of Available Income allocated towards Total Principal Collections on that Distribution Date; 



 

	(f)	 the fees and expenses payable to the Servicer, the Manager, the US$ Note Trustee, the Paying Agents, the Trustee and the Custodian;



  

	(g)	 the amount of the Currency Swap payments and the Currency Swap termination payments, if any, due to the Currency Swap Provider under any Currency
Swap Agreement; 


  

	(h)	 the amount of the Fixed Rate Swap payments and the Fixed Rate Swap termination payments, if any, due to the Fixed Rate Swap Provider under any
Fixed Rate Swap Agreement; 


  

	(i)	 the interest rates on the Notes and the amount of interest payable and paid on each Class and Sub-Class of Notes, expressed as an aggregate amount
and per $1,000 of principal amount, and any interest shortfalls from any prior Monthly Period that remain unpaid; 


  

	(j)	 the principal amount of each Class and Sub-Class of Notes at the beginning of the period and the end of the period and the Note Factors needed to
compute the principal amount of each Class and Sub-Class of Notes, in each case giving effect to all payments to be made on the Distribution Date; 


  

	(k)	 whether the Pro Rata Paydown Test will be satisfied on the Distribution Date; 



 

	(l)	 the amount of principal payment, if any, on each class and sub-class of Notes, in each case expressed as an aggregate amount and per $1,000 of
principal amount; 


  

	(m)	 the Liquidity Reserve Balance and the amount of any Liquidity Reserve Draws from or repayments of prior Liquidity Reserve Draws to the Liquidity
Reserve Balance to be made on the Distribution Date; 



  
 98 









	(n)	 any material breaches of representations, warranties or covenants with respect to any SMART Receivable; 



 

	(o)	 information required by Rule 15Ga–1(a) of the Exchange Act concerning SMART Receivables under the SMART securitisation programme that were the
subject of a demand to repurchase or replace for a breach of representations and warranties and a reference to the most recent Form ABS–15G filed by the securitiser (as that term is defined in Section 15G(a) of the Exchange Act) and the
CIK number of the securitiser; 


  

	(p)	 any material change in practices with respect to charge-offs, collection and management of delinquent SMART Receivables; 



 

	(q)	 the effect of any grace period, re-aging, re-structuring, partial payments or other practices on delinquency and loss experience; and



  

	(r)	 any material modifications, extensions or waivers to SMART Receivable terms, fees, penalties or payments during the preceding Monthly Period.




  
 99 








 SCHEDULE 5 

FORM OF NOTEHOLDER REPORT 
  

 
 



 
 SMART ABS Series 2015-3US Trust 

Noteholder Report 
  

			
	 Collection Period
	  	[    ]
	 FX Rate
	  	[    ]
	 1 Month LIBOR
	  	[    ]
	 1 Month BBSW
	  	[    ]
	 Distribution Date
	  	[    ]/[    ]/[    ]
	 Transaction Month
	  	[    ]
	 30/360 Days
	  	[    ]
	 Actual/360 Days
	  	[    ]

  

	I.	 ORIGINAL DEAL PARAMETERS 


  

					
	 Cut off Date:
	  	 	[    	] 
	 Closing Date:
	  	 	[    	] 

  

																							
	 	  	 	  	            USD            	 	  	            AUD            	 	  	            Units            
	 	  	            WAC            	 	  	 	 
	 Original Pool Balance:
	   
	  	$	-    	  	  				  				  
							
	 	  	 	  	 	 	  	Dollar
Amount	 	  	% of Pool	 	  	Note Rate	 	  	Final Payment
Date	 
	 Class A-1 Notes
	  	Fixed	  	$	-    	  	  	$	-    	  	  	 	[    ]%	  	  	 	[    ]%	  	  	 	[    ]	  
	 Class A-2a Notes
	  	Fixed	  	$	-    	  	  	$	-    	  	  	 	[    ]%	  	  	 	[    ]%	  	  	 	[    ]	  
	 Class A-2b Notes
	  	Floating	  	$	-    	  	  	$	-    	  	  	 	[    ]%	  	  	 	[    ]%	  	  	 	[    ]	  
	 Class A-3a Notes
	  	Fixed	  	$	-    	  	  	$	-    	  	  	 	[    ]%	  	  	 	[    ]%	  	  	 	[    ]	  
	 Class A-3b Notes
	  	Floating	  	$	-    	  	  	$	-    	  	  	 	[    ]%	  	  	 	[    ]%	  	  	 	[    ]	  
	 Class A-4 Notes
	  	Floating	  	$	-    	  	  	$	-    	  	  	 	[    ]%	  	  	 	[    ]%	  	  	 	[    ]	  
	 Class B Notes
	  		  	$	-    	  	  	$	-    	  	  	 	[    ]%	  	  	 	[    ]%	  	  	 	[    ]	  
	 Seller Notes
	  		  	$	-    	  	  	$	-    	  	  	 	[    ]%	  	  	 	[    ]%	  	  	 	[    ]	  
		  		  	  
	  
	 	  				  			
	 Total Securities
	  		  	$	-    	  	  	$	-    	  	  	 	100.000%	  	  				  			

 Please note: The Note Rate as at current distribution date. 
  

	II.	 NOTE BALANCE AND PORTFOLIO INFORMATION 


  

																									
	 	 	  

 Beginning of 

Period
	 	 	  	 	 	  	 	 	  

Ending of
 Period
	 	 	  	 	  	    Change    	 
							
	 	 	USD	 	 	    AUD    	 	 	    Note Factor    	 	 	    AUD Balance    	 	 	    Note Factor    	 	  	AUD	 
	 Class A-1 Notes
	 	$	-    	  	 	$	-    	  	 	 	1.0000000	  	 	$	-    	  	 	 	[    ]	  	  	$	-    	  
	 Class A-2a Notes
	 	$	-    	  	 	$	-    	  	 	 	1.0000000	  	 	$	-    	  	 	 	[    ]	  	  	$	-    	  
	 Class A-2b Notes
	 	$	-    	  	 	$	-    	  	 	 	1.0000000	  	 	$	-    	  	 	 	[    ]	  	  	$	-    	  
	 Class A-3a Notes
	 	$	-    	  	 	$	-    	  	 	 	1.0000000	  	 	$	-    	  	 	 	[    ]	  	  	$	-    	  
	 Class A-3b Notes
	 	$	-    	  	 	$	-    	  	 	 	1.0000000	  	 	$	-    	  	 	 	[    ]	  	  	$	-    	  
	 Class A-4 Notes
	 	$	-    	  	 	$	-    	  	 	 	1.0000000	  	 	$	-    	  	 	 	[    ]	  	  	$	-    	  
	 Class B Notes
	 	$	-    	  	 	$	-    	  	 	 	1.0000000	  	 	$	-    	  	 	 	[    ]	  	  	$	-    	  
	 Seller Notes
	 	$	-    	  	 	$	-    	  	 	 	1.0000000	  	 	$	-    	  	 	 	[    ]	  	  	$	-    	  
		 	  
	  
	 
	 Total Securities
	 	$	-    	  	 	$	-    	  	 				 	$	-    	  	 				  			
	 Weighted Avg. Coupon (WAC)
	   
	 	 	[    ]	  	 				 	 	[    ]    	  	 				  			


  
 100 









																			
	 	 	  

 Beginning of 

Period
	 	  	 	 	  	 	  

Ending of
 Period
	 	 	  	  	    Change    	 
							
	 	 	USD	 	    AUD    	 	 	    Note Factor    	 	    AUD Balance    	 	 	    Note Factor    	  	AUD	 
	Weighted Avg. Term Remaining Maturity (WARM)	 	 	[    ]	  	 		 	 	[    ]	  	 		  			
	Pool Receivables Balance	 		 	$	-    	  	 		 	$	-    	  	 		  			
	Remaining Number of Receivables	 	 	[    ]	  	 		 	 	[    ]	  	 		  			
							
	 Pool Factors
	 		 	 	[    ]	  	 		 	 	[    ]	  	 		  			
	
	 	 
							
	 III.       COLLECTIONS
	 	 	 	 	 	 	 	 	 	 	 	 	  	AUD	 
		 		 				 		 				 		  	  
	  
	 
							
	 Principal:
	 		 				 		 				 		  			
	 Principal Collections
	 		 				 		 				 		  	$	-    	  
	 Less Principal Draws
	 		 				 		 				 		  	$	-    	  
		 		 				 		 				 		  	  
	  
	 
	 Net Principal Collections
	 		 				 		 				 		  	$	-    	  
			
	 Return of overfunding in first period
	   
	 		  	$	-    	  
			
	 Liquidity Reserve Balance Excess
	   
	 		  	$	-    	  
				
	 Adjusted Principal Collections
	 				 		  	$	-    	  
				
	 Available Income Applied Towards Total Principal Collections:
	 				 		  			
	 Reimbursement of Principal Draws
	   
	 		  			
	 Reimbursement of Defaulted Amounts
	   
	 		  	$	-    	  
	 Reimbursement of Charge-Offs
	   
	 		 				 		  	$	-    	  
	 Reimbursement of Seller Charge-Offs
	 				 		  	$	-    	  
		 		 				 		 				 		  	  
	  
	 
	 Total Principal Collections
	 				 		  	$	-    	  
							
	 Interest:
	 		 				 		 				 		  			
	 Lesser of Finance Charges and Collections
	   
	 		  	$	-    	  
	 Investment Income
	 				 		  			
	 Interest Rate Swap Collections
	 				 		  	$	-    	  
	 Currency Swap Collections
	 				 		  	$	-    	  
	 Interest Income
	 		 				 		 				 		  	$	-    	  
	 GST Income Tax Credits Received
	 				 		  	$	-    	  
	 Other Amounts Received
	   
	 		  	$	-    	  
	 Interest earned on liquidity reserve
	   
	 		  	$	-    	  
	 Final Release of Liquidity Reserve Balance
	 				 		  	$	-    	  
							
		 		 				 		 				 		  			
		 		 				 		 				 		  	  
	  
	 
	 Total Income Collections
	 		 				 		 				 		  	$	-    	  
							
		 		 				 		 				 		  			
		 		 				 		 				 		  	  
	  
	 
	 Total Collections
	 		 				 		 				 		  	$	-    	  
	
	 	 
							
	 IV.     DISTRIBUTIONS
	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 
			
	 APPLICATION OF AVAILABLE INCOME
	   
	 		  	 	      AUD      	  
		 		 				 		 				 		  	  
	  
	 


  
 101 









															
	 Total Income Collections
	 		 		 		 		 		  	$	 -    	  
	 Liquidity Reserve Balance Excess
	 		 		 		 		 		  	$	-    	  
	 Principal Draw
	 		 		 		 		 		  	$	-    	  
	 Liquidity Reserve Account Draw
	 		 		 		 		 		  	$	-    	  
		 		 		 		 		 		  	  
	  
	 
	 Total Available Income for Distribution
	 		 		 		 		 		  	$	-    	  
							
	 1.     $1 to Income Unitholder
	 		 		 		 		 		  	$	-    	  
							
	 2.     Series Trust Expenses
	 		 		 		 		 		  			
							
	 Servicer Fee @[0.22]%:
	 		 		 		 		 		  			
	 Servicer Fee Due
	 		 		 		 		 		  	$	-    	  
	 Trustee Fee Due
	 		 		 		 		 		  	$	-    	  
	  
 US$ Trustee, Principal paying
agent, Registrar and Agent Bank Fee Due
	  	  
 $
	  
 -    
	  
   

	  
 Manager Fee @[0.02]%
	 		 		 		 		 		  			
	 Manager Fee Due
	 		 		 		 		 		  	$	-    	  
	  
 Custodian Fee @[0.01]%
	 		 		 		 		 		  			
	 Custodian Fee Due
	 		 		 		 		 		  	$	-    	  
	  
 Collections Bank Account Charges
	 		 		 		 		 		  	  
 $
	  
 -    
	  
   

	  
 Additional Series Trust Expenses
	 		 		 		 		 		  	  
 $
	  
 -    
	  
   

		 		 		 		 		 		  	$	-    	  
				
	 3.     Senior Hedge Payments to Counterparties:
	 		 		  			
	 Net Interest Rate Swap Payment
	 		 		 		  	$	-    	  
	 Net Currency Swap Termination Payment
	 		 		 		  	$	-    	  
	 Net Interest Rate Swap Termination Payment
	 		 		  			
	  
 Total Senior Hedge Payments to
Counterparties
	 		 		  	  
 $
	  

        -    
	  
   

							
	 	 	 	 	 	 	 	 	 	 	 	  	 	 
		 		 		 		 	  
	 		  			
	4.     Class A Noteholders Interest:	 	 Amount Due
 in
USD
	 	 Amount Paid
 in
USD
	 	 Amount Due

Per $1000 of
 Principal

Amount
 (USD)
	 	 Amount Paid

Per $1000 of
 Principal

Amount
 (USD)
	 	Shortfall from
Prior month	  	 	 
		 	  
	  			
	 Class A-1 Notes
	 		 		 		 		 		  	$	-    	  
	 Class A-2a Notes
	 		 		 		 		 		  	$	-    	  
	 Class A-2b Notes
	 		 		 		 		 		  	$	-    	  
	 Class A-3a Notes
	 		 		 		 		 		  	$	-    	  
	 Class A-3b Notes
	 		 		 		 		 		  	$	-    	  
	 Class A-4 Notes
	 		 		 		 		 		  	$	-    	  
		 		 		 		 		 		  	  
	  
	 
	 Total Class A interest:
	 		 		 		 		 		  	$	-    	  
							
	 5.     Reimbursement of Liquidity

        Reserve Draws
	 		 		 		 		 		  	$	-    	  
							
	 	 	 	 	 Amount Due
 in
AUD
	 	 Amount Due
 Per $1000
of
 Principal
 Amount

(AUD)
	 	 Amount Paid
 Per
$1000 of
Principal
Amount
(AUD)
	 	 Shortfall from

Prior month
	  	 	 
		 		 	  
	  			
	 6.     Class B Notes
	 		 		 		 		 		  	$	-    	  
							
		 		 		 		 		 		  			
		 		 		 		 		 		  	  
	  
	 
	 Total interest:
	 		 		 		 		 		  	$	-    	  
			
	 7.     Reimbursement of Principal Draws*
	 		  	$	              -    	  


  
 102 









																			
	 8.     Defaulted Amounts*
	  	$	 -    	  
		
	 9.     Reimbursement of charge-offs (excl. Seller charge offs)*
	  	$	-    	  
		
	 10.   Subordinated Hedge Payments to Counterparties:
	  			
	         Net Interest Rate Swap Payment
	  			
	         Net Currency Swap Termination Payment
	  			
	         Net Interest Rate Swap Termination Payment
	  			
	 Total Subordinated Hedge Payments to Counterparties
	  			
		
	 11.   Accrued Interest Adjustment
	  	$	-    	  
		
	 12.   Seller Notes coupon
	  	$	-    	  
		
	 13.   Reimbursement of Seller charge offs*
	  	$	-    	  
		
	 14.   Reimbursement of Redirected Liquidity Reserve Excess Balance (payable to Macquarie Bank)
	  	$	-    	  
		
	 15.   Excess Income to Unitholder
	  	$	        -    	  
		
	 * to be allocated to Total Principal Collections
	  			
							
	 	 	 	 	 	 	 	 	 	 	 	 	 	  	      AUD      	 
		 		 				 		 				 		  	  
	  
	 
		
	 APPLICATION OF PRINCIPAL COLLECTIONS
	  	$	-    	  
		
	 Subordination Percentage
	  			
	 Sequential Paydown Test Satisfied?
	  	[Y]/[N]	     	  
	 Pro-rata Paydown Test Satisfied?
	  	[Y]/[N]	     	  
	 1.     Principal Distribution Amount:
	  	$	-    	  
							
	 	 	 	 	USD Amount	 	 	 Per $1000 of

Principal
 Amount
	 	AUD Amount	 	 	 Per $1000 of

Principal
 Amount
	  	 	 
		 		 	  
	  
	 	 	  
	 	  
	  
	 	 	  
	  			
	 Class A-1 Notes
	 		 	$	-    	  	 		 	$	-    	  	 		  			
	 Class A-2a Notes
	 		 	$	-    	  	 		 	$	-    	  	 		  			
	 Class A-2b Notes
	 		 	$	-    	  	 		 	$	-    	  	 		  			
	 Class A-3a Notes
	 		 	$	-    	  	 		 	$	-    	  	 		  			
	 Class A-3b Notes
	 		 	$	-    	  	 		 	$	-    	  	 		  			
	 US$ Notes Total:
	 		 	$	 	  	 		 	$	 	  	 		  			
		 		 	 	-    	  	 		 	 	-    	  	 		  			
							
	 Class A-4 Notes
	 		 	-    	    	  	 		 	$	-    	  	 		  			
	 Class B Notes
	 		 				 		 				 		  			
	 Seller Notes
	 		 				 		 	$	-    	  	 		  			
		 		 				 		 	$	-    	  	 		  			
							
	 Total Noteholders Principal
	 		 				 		 				 		  			
		 		 				 		 	$	-    	  	 		  			
							
	 Excess Capital to Unitholders
	 		 				 		 				 		  			


  
 103 









																							
	 2.
	 		 				 				 				 				  	$	 -    	  
	 PRINCIPAL DRAWS
	   
	  			
		
	 Beginning Unreimbursed Principal Draws
	   
	  			
	 Principal Draw
	 		 				 				 	$	-	  	 				  			
	 Reimbursement of Principal Draw
	 		 				 				 	$	-	  	 				  			
	 Ending Unreimbursed Principal Draw
	 		 				 				 	$	-	  	 				  			
		 		 				 				 	$	            -	  	 				  			
		 		 				 				 				 				  	  
	  
	 
							
	 LIQUIDITY RESERVE ACCOUNT
	 		 				 				 				 				  			
							
	 V.
	 		 				 				 				 				  	 	      AUD      	  
		 		 				 				 				 				  	  
	  
	 
		
	 Liquidity Reserve Percentage of Initial Adjusted Pool Balance
	   
	  			
	 Beginning Period Required Amount
	   
	  	 	[1.00%]    	  
		 		 				 				 				 				  	$	-    	  
		
	 Beginning Period Amount
	   
	  			
	 Required Liquidity Reserve Balance
	   
	  	$	-    	  
	 Ending Period Amount
	   
	  	$	-    	  
	 Liquidity Reserve Excess Balance
	   
	  	$	-    	  
		 		 				 				 				 				  	$	-    	  
			
	 Beginning Unreimbursed Liquidity Reserve Draw
	   
	 				  			
	 Ending Unreimbursed Liquidity Reserve Draw
	   
	 				  	$	-    	  
		 		 				 				 				 				  	$	-    	  
		
	 Beginning Liquidity Reserve Excess Balance
	   
	  			
	 1.         Redirected Liquidity Reserve Release for Principal Draws
	   
	  	$	-    	  
	 2. Redirected Liquidity Reserve Release for Defaulted Amounts
	   
	  	$	-    	  
	 3. Redirected Liquidity Reserve Release for Charge-Offs (Other Than Seller Charge-Offs)
	   
	  			
	 4. Redirected Liquidity Reserve Release for Seller Charge-Offs
	   
	  	$	-    	  
	 Ending Liquidity Reserve Excess Balance
	   
	  			
		 		 				 				 				 				  	  
	  
	 
		 		 				 				 				 				  	$	-    	  
	  
	 	  			
		 		 				 				 				 				  			
		 		 				 				 				 				  	  
	  
	 
							
	 DELINQUENCY AND NET LOSS ACTIVITY
	 		 				 				 				 				  			
							
	 VI.
	 		 				 				 				 				  	 	      AUD      	  
		 		 				 				 				 				  	  
	  
	 
					
	31 - 60 Days	 	        Units Percent        	 	 	        Units        	 	 	Dollars Percent	 	  	Dollar
    Amount    	 
	 61 + Days
	 		 	 	[    ]%	  	 	 	[    ]	  	 				 	 	[    ]%	  	  	$	-    	  
	 Total
	 		 	 	[    ]%	  	 	 	[    ]	  	 				 	 	[    ]%	  	  	$	-    	  
	 Delinquent Receivables 61 + days past due
	 		 	 	[    ]%	  	 	 	[    ]	  	 				 	 	[    ]%	  	  	$	-    	  
	 Delinquency ratio for Current Collection Period
	   
	 				 				  	$	-    	  
	 Delinquency Ratio 61+ for 1st Preceding Collection Period
	   
	  	 	[    ]%	  
	 Delinquency Ratio 61+ for 2nd Preceding Collection Period
	   
	  	 	[    ]%	  
	 Three-Month Average Delinquency Ratio
	   
	  	 	[    ]%	  
			  	 	[    ]%	  
		
	 Charge-Offs
	   
	  			
	 Beginning unreimbursed Charge-offs
	   
	  			
	 Gross Principal of Charge-Off for Current Period
	   
	  	$	-    	  
	 Reimbursement of Charge-Offs for Current Period
	   
	  	$	-    	  
	 Net Charge-offs for Current Period
	   
	  	$	-    	  
	 Ending Unreimbursed Charge-Offs
	   
	  	$	-    	  
			  	$	-    	  
		
	 Beginning Pool Balance for Current Period
	   
	  			


  
 104 









					
		 	$	                 -	  
	 Net Loss Ratio
	 			
	 Net Loss Ratio for 1st Preceding Collection Period
	 	 	[    ]%	  
	 Net Loss Ratio for 2nd Preceding Collection Period
	 	 	[    ]%	  
	 Three-Month Average Net Loss Ratio
	 	 	[    ]%	  
		 	 	[    ]%	  
	 Cumulative Net Losses for All Periods
	 			
	 Cumulative Net Losses as a % of Initial Pool Balance
	 	$	-	  
	 	 	 	[    ]%	  
	 REPURCHASE DEMAND ACTIVITY (RULE 15GA-1)
	 	 	 	 


VII. 
 [No Activity to Report] 

Most Recent Form ABS15-G 
 Filed by:
[Macquarie Securities Management Pty Limited] 
         [CIK:    ] 

                Date: [    ] 

STATEMENTS TO NOTEHOLDERS 
 VIII. 

			
	 Has there been any material change in practices with respect to charge-offs, collection and management of delinquent SMART Receivables and the effect of any
grace period, re-aging, re-structuring, partial payments or other practices on delinquency and loss experience?
	  	
		
	 1.
	  	[No]
		
	 Have there been any material modifications, extensions or waivers to SMART Receivables terms, fees, penalties or payments during the preceding Monthly
Period?
	  	
		
	 2.
	  	[No]
		
	 Have there been any material breaches of representations, warranties or covenants with respect to any SMART Receivable?
	  	
		
	 3.
	  	[No]
		
	 [Macquarie Bank Limited] continues to hold a material net economic interest of not less than five per cent of the outstanding principal
balance of the SMART Receivables as of the Cut-Off Date by retaining an interest in the Seller Notes in accordance with each of Article 405 of Regulation (EU) No 575/2013, Article 51 of Regulation (EU) No 231/2013 and Article 254 of Regulation (EU)
No 2015/35.
	  	
		
	 4.
	  	[Yes]

  

									
	 Signature:
	 	  
	 		 	  
	 	
					
	 Name:
	 	  
	 		 	  
	 	
					
	 Title:
	 	  
	 		 	  
	 	
					
	 Date:
	 	  
	 		 	  
	 	



  
 105 








 SCHEDULE 6 

FORM OF ANNUAL CERTIFICATION 

I, [identify the certifying individual], a [●] of Macquarie Leasing Pty Limited ABN 38 002 674 982, certify that: 

 

	1.	 I have reviewed this report on Form 10–K and all reports on Form 10–D required to be filed in respect of the period covered by this
report on Form 10–K of [identify the issuing entity] (the “Exchange Act periodic reports”); 


  

	2.	 Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 



 

	3.	 Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10–D for the period covered
by this report is included in the Exchange Act periodic reports; 


  

	4.	 I am responsible for reviewing the activities performed by the servicer(s) and based on my knowledge and the compliance review(s) conducted in
preparing the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer(s) [has/have] fulfilled [its/their] obligations under the
servicing agreement(s) in all material respects; and 


  

	5.	 All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a–18 and 15d–18 have been included as an
exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10–K. 



[In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties [name of
servicer, sub-servicer, co-servicer, depositor or trustee].] 
  

	
	
Date:                            
                

	
	
                             
                   

	
	 [Signature]

	
	 [Title]



  
 106 








 SCHEDULE 7 

FORM OF ASSESSMENT OF COMPLIANCE REPORT 
  

	1.	 [Servicer] (the “Asserting Party”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending March 31, 20[●] (the “Reporting Period”), as set forth in Appendix A hereto. The transactions covered by this report include asset-backed
securities transactions for which the Asserting Party served as [servicer] that are backed by the same asset type backing the class of asset-backed securities of the SMART ABS Series 2015-3US Trust, that were completed on or after January 1,
2006 and that were registered with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Act of 1933 (the “Platform”). 


  

	2.	 [The Asserting Party has engaged vendors that are not servicers as defined in Item 1101(j) of Regulation AB to perform specific, limited or
scripted activities with respect to the servicing criteria applicable to such vendors’ activities as set forth in Appendix A hereto. The Asserting Party has elected to take responsibility for assessing compliance with the servicing criteria or
portion of the servicing criteria applicable to each vendor. The Asserting Party has policies and procedures in place to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria or
portion of the servicing criteria applicable to each vendor.] 


  

	3.	 Except as set forth in paragraph 4 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB
to assess the compliance with the applicable servicing criteria. 


  

	4.	 The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Asserting Party
based on the activities it performs with respect to the Platform. 


  

	5.	 The Asserting Party has complied, in all material respects, with the applicable servicing criteria as of March 31, 20[●] and for the
Reporting Period with respect to the Platform taken as a whole. 


  

	6.	 [The Asserting Party has not identified and is not aware of any material instance of noncompliance by the vendors with the applicable servicing
criteria as of March 31, 20[●] and for the Reporting Period with respect to the Platform taken as a whole.] 


  

	7.	 [The Asserting Party has not identified any material deficiency in its policies and procedures to monitor the compliance by the vendors with the
applicable servicing criteria as of March 31, 20[●] and for the Reporting Period with respect to the Platform taken as a whole.] 


  

	8.	 [●], a registered public accounting firm, has issued an attestation report on the Asserting Party’s assessment of compliance with the
applicable servicing criteria for the Reporting Period. 


 [Date] 

 

			
	 [Servicer]

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  
 107 








 APPENDIX A 

							
	SERVICING CRITERIA	  	
APPLICABLE
SERVICING

CRITERIA
	  	INAPPLICABLE
SERVICING 
CRITERIA
	 	 	 	 
	Reference	 	Criteria	  	  	  	  
	 			 
	  	 	General Servicing Considerations	  	 	  	  
	 1122(d)(1)(i)
	 	Policies and procedures are instituted to monitor any performance or other triggers and events of default in
accordance with the transaction agreements.	  	 	  	 
	 1122(d)(1)(ii)
	 	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such
servicing activities.	  	 	  	 
	 	 	 	 
	
1122(d)(1)(iii)
	 	Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.	  	 	  	 
	 1122(d)(1)(iv)
	 	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function
throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	  	 	  	 
	 	 	 	 
	
1122(d)(1)(v)1
	 	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	  	 	  	 
	 			 
	  	 	Cash Collection and Administration	  	 	  	  
	 1122(d)(2)(i)
	 	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts
no more than two business days following receipt, or such other number of days specified in the transaction agreements.	  	 	  	 
	 	 	 	 
	
1122(d)(2)(ii)
	 	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	  	 	  	 
	 1122(d)(2)(iii)
	 	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees
charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	  	 	  	 
	 1122(d)(2)(iv)
	 	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	  	 	  	 
	 1122(d)(2)(v)
	 	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction
agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities
Exchange Act.	  	 	  	 
	 	 	 	 
	
1122(d)(2)(vi)
	 	Unissued checks are safeguarded so as to prevent unauthorized access.	  	 	  	 
	 1122(d)(2)(vii)
	 	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including
custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction
agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specified in the transaction agreements.	  	 	  	 

  
  

	1 	 The criterion to be included on and after 23 November 2015. 



  
 108 









							
	SERVICING CRITERIA	  	APPLICABLE
SERVICING
CRITERIA	  	INAPPLICABLE
SERVICING 
CRITERIA
	 	 	 	 
	Reference	  	Criteria	  	  	  	  
	 			 
	  	  	Investor Remittances and Reporting	  	 	  	  
	 1122(d)(3)(i)
	  	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the
transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with
the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of
pool assets serviced by the Servicer.	  	 	  	 
	 1122(d)(3)(ii)
	  	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other
terms set forth in the transaction agreements.	  	 	  	 
	 1122(d)(3)(iii)
	  	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such
other number of days specified in the transaction agreements.	  	 	  	 
	 1122(d)(3)(iv)
	  	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or
custodial bank statements.	  	 	  	 
	 			 
	  	  	Pool Asset Administration	  	 	  	  
	 	 	 	 
	
1122(d)(4)(i)
	  	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.	  	 	  	 
	 	 	 	 
	
1122(d)(4)(ii)
	  	Pool assets and related documents are safeguarded as required by the transaction agreements	  	 	  	 
	 	 	 	 
	
1122(d)(4)(iii)
	  	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the
transaction agreements.	  	 	  	 
	 1122(d)(4)(iv)
	  	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to
the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with
the related pool asset documents.	  	 	  	 
	 1122(d)(4)(v)
	  	The Servicer’s records regarding the accounts agree with the Servicer’s records with respect to an
obligor’s unpaid principal balance.	  	 	  	 
	 1122(d)(4)(vi)
	  	Changes with respect to the terms or status of an obligor’s account (e.g., loan modifications or re-aging) are
made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	  	 	  	 
	 1122(d)(4)(vii)
	  	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure,
foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	  	 	  	 
	 1122(d)(4)(viii)
	  	Records documenting collection efforts are maintained during the period an account is delinquent in accordance with
the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example,
phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	  	 	  	 
	 1122(d)(4)(ix)
	  	Adjustments to interest rates or rates of return for accounts with variable rates are computed based on the related
account documents.	  	 	  	 


  
 109 









							
	SERVICING CRITERIA	  	APPLICABLE
SERVICING
CRITERIA	  	INAPPLICABLE
SERVICING 
CRITERIA
	 	 	 	 
	Reference	  	Criteria	  	  	  	  
	 1122(d)(4)(x)
	  	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance
with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents
and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.	  	 	  	 
	 1122(d)(4)(xi)
	  	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or
expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the
transaction agreements.	  	 	  	 
	 1122(d)(4)(xii)
	  	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the
Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	  	 	  	 
	 1122(d)(4)(xiii)
	  	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records
maintained by the Servicer, or such other number of days specified in the transaction agreements.	  	 	  	 
	 1122(d)(4)(xiv)
	  	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction
agreements.	  	 	  	 
	 1122(d)(4)(xv)
	  	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.	  	 	  	 


  
 110 








 SCHEDULE 8 

SERVICER’S CERTIFICATE OF COMPLIANCE 
  

	Re:	 Assessment of compliance for services provided pursuant to [identify applicable agreements] (collectively, the “Agreements”).



 The undersigned hereby certifies that: 
  

	1.	 I, [insert name], am a [insert title] of [insert Company name] (the “Company”). 



 

	2.	 A review of the Company’s activities during the period from [insert dates] (the “Reporting Period”), and of its
performance under each of the Agreements has been made under my supervision. 


  

	3.	 To the best of my knowledge, based on such review, the Company has fulfilled all of its obligations under each of the Agreements in all material
respects throughout the Reporting Period. 


 [Name of Company] 

Date: [●] 
  

			
	 By:
	 	  

	 Name:

	 Title:




  
 111 








 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
 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/ David Markell

David Markell

Executive Director

Signature of Attorney

			
	  
 /s/ Jennifer
Chamberlain
 Signature of Witness
	 		  	 /s/ Mary King

Mary King

Signature of Attorney

			
	 Jennifer Chamberlain

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

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/ Kevin Lee

Kevin Lee

Division Director
  

Signature of Attorney

			
	 /s/ Peter Fogarty

 
 Signature of Witness
	 		  	 /s/ Kristen Adler

Kristen Adler

Associate Director
  

Signature of Attorney

			
	 Peter Fogarty

Lawyer
  

Name of Witness in full
	 		  	


  
 112 









					
	 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:
	 		    	  
 Signature of Attorney

			
	 /s/ Peter Fogarty

 
 Signature of Witness
	 		    	 /s/ Kristen Adler

Kristen Adler

Associate Director
  

Signature of Attorney

			
	 Peter Fogarty

Lawyer
  

Name of Witness in full
	 		    	
			
	 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
	 		    	 /s/ Hagbarth Strom 

Hagbarth Strom
 Senior Transaction
Manager

	 dated 16/09/14
 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/ Manish Saraf

 
 Signature of Witness
	 		    	 /s/ Eugene Tee

Eugene Tee

Manager
  

Signature of Attorney

			
	 Manish Saraf

 
 Name of Witness in full
	 		    	


  
 113