EX-10.5



 Exhibit 10.5 
 EXECUTION VERSION 
 SMART ABS SERIES 2013-2US TRUST 

REGULATION AB COMPLIANCE AGREEMENT 
 MACQUARIE LEASING PTY LIMITED 
 ABN 38 002 674 982 

MACQUARIE BANK LIMITED 
 ABN 46 008 583 542 
 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

 ABN 11 005 357 522 
 MACQUARIE SECURITIES MANAGEMENT PTY LIMITED 
 ABN 26 003 435 443

 PERPETUAL TRUSTEE COMPANY LIMITED 
 ABN 42 000 001 007 
 THE BANK OF NEW YORK MELLON 

MACQUARIE BANK LIMITED 
 ABN 46 008 583 542 
  
  

 
 



 







 CONTENTS 

 

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


  
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 THIS AGREEMENT is made at Sydney on 7 May 2013 

PARTIES: 
  

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


  

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



  

	(3)	 AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ABN 11 005 357 522 of Level 2, 20 Martin Place, Sydney NSW 2000 (Currency Swap
Provider). 


  

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



  

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


  

	(6)	 THE BANK OF NEW YORK MELLON, of 101 Barclay Street, Floor 4 East, New York, New York 10286 (the US$ Note Trustee, the Principal
Paying Agent, the US$ Note Registrar and the Agent Bank). 


  

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



BACKGROUND: 
  

	(A)	 This Agreement relates to the SMART ABS Series 2013-2US Trust constituted pursuant to the Master Trust Deed and the Trust Creation Deed.



  

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


 OPERATIVE PROVISIONS 
  

	1.	 DEFINITIONS AND INTERPRETATION 


  

	1.1	 Definitions 


 In this Agreement, unless the contrary intention appears: 

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

  
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 Series Trust means the trust known as SMART ABS Series 2013-2US Trust
established pursuant to the Master Trust Deed and the Trust Creation Deed. 
 Swap Provider means each of
the Currency Swap Provider and the Fixed Rate Swap Provider. 
 Trust Creation Deed means the Trust
Creation Deed dated 23 April 2013 executed by Perpetual Trustee Company Limited in accordance with the Master Trust Deed, as amended and supplemented from time to time. 

 

	1.2	 Interpretation 


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

 

	1.3	 Series Supplement definitions 


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

	1.4	 Transaction Document 


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

	2.	 SEC REPORTING REQUIREMENTS 


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

	3.	 COMPLIANCE WITH REGULATION AB 


  

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


  

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


  

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


  

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




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


  

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



 

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


  

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



  

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


  

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



 

	4.	 LIMITATION OF LIABILITY 


  

	4.1	 Trustee’s limitation of liability 



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

	4.2	 US$ Note Trustee’s limitation of liability 



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

  
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	5.	 MISCELLANEOUS 


  

	5.1	 No obligation between certain parties 



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

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



  

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



  

	5.2	 Amendments 


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

	5.3	 Governing Law 


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

	5.4	 Jurisdiction 


  

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



 

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



 

	5.5	 Severability of Provisions 


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

 

	5.6	 Counterparts 


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

  
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 SIGNATORIES 
 EXECUTED as a DEED. 
  

					
	 SIGNED SEALED and DELIVERED for and on behalf of MACQUARIE LEASING PTY LIMITED ABN 38 002 674 982 by Jennifer
Chamberlain
 and Sarah Lim
 its
Attorneys under a Power of Attorney
 dated 3 May 2013
	 		 	 /s/ Jennifer Chamberlain

	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/ Carolina Benitez Ansart
	 		 	 /s/ Sarah Lim

	Signature of Witness	 		 	Signature of Attorney
			
	 Carolina Benitez Ansart
	 		 	
	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 22 November 2012
	 		 	 /s/ Amber Riley

Division Director

	and each Attorney declares that he or she has not received any notice of the revocation of such Power of Attorney in the presence of:	 		 	Signature of Attorney
			
	/s/ Sarah Hoolahan	 		 	 /s/ Kevin Lee
 Division Director

			
	Signature of Witness	 		 	Signature of Attorney
			
	 Sarah Hoolahan
	 		 	
			
	Name of Witness in full	 		 	


  
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	 SIGNED SEALED and DELIVERED for and on behalf of AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED ABN 11 005 357
522
 by its Attorney under a Power of Attorney
 dated 11/1/11
 and its Attorney declares that he or she has not received any notice of the
revocation of such Power of Attorney in the presence of:
	 		 	
			
	 /s/ Christine Ho
	 		 	 /s/ Joe D’Ambrosio

			
	Signature of Witness	 		 	Signature of Attorney
			
	 Christine Ho
	 		 	 Joe D’Ambrosio

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

and
 its Attorneys under a Power of
Attorney
	 		 	 /s/ Amber Riley

Division Director

	 dated 22 April 2013
 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/ Sarah Hoolahan
	 		 	 /s/ Kevin Lee
 Division Director

			
	Signature of Witness	 		 	Signature of Attorney
			
	 Sarah Hoolahan
	 		 	
			
	Name of Witness in full	 		 	


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

and
 its Attorneys under a Power of
Attorney
 dated 31/03/09
	 		 	 /s/ Hagbarth Strom
 Manager

	and each Attorney declares that he or she has not received any notice of the revocation of such Power of Attorney in the presence of:	 		 	Signature of Attorney
			
	 /s/ Lynsey Thorrington
	 		 	 /s/ Manish Saraf
 Manager

	Signature of Witness	 		 	Signature of Attorney
			
	 Lynsey Thorrington
 Senior Transaction Manager
	 		 	
	Name of Witness in full	 		 	
			
	 SIGNED SEALED and DELIVERED for and on behalf of THE BANK OF NEW YORK MELLON by

its Authorised Signatory
 and the Authorised
Signatory declares that he or she has not received any notice of the revocation of his or her authority to sign, in the presence of:
	 		 	
			
	 /s/ Latoya S. Elvin
	 		 	 /s/ Michelle Drinkard

			
	Signature of Witness	 		 	Signature of Authorised Signatory
			
	 Latoya S. Elvin
	 		 	 Michelle Drinkard

			
	Name of Witness in full	 		 	Name of Authorised Signatory in full


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

and
 its Attorneys under a Power of
Attorney
	 		 	 /s/ Amber Riley

Division Director

	 dated 22 November 2012
 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/ Sarah Hoolahan
	 		 	 /s/ Kevin Lee
 Division Director

			
	Signature of Witness	 		 	Signature of Attorney
			
	 Sarah Hoolahan
	 		 	
			
	Name of Witness in full	 		 	


  
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