SMART ABS SERIES 2014-1US TRUST AGENCY AGREEMENT

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Signatories

Schedule

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PERPETUAL TRUSTEE COMPANY LIMITED, ABN 42 000 001 007, a company incorporated in Australia and having its registered office at Level ▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, in its capacity as trustee of the Series Trust (as hereinafter defined) (hereinafter included in the expression the Issuer).

MACQUARIE SECURITIES MANAGEMENT PTY LIMITED, ABN 26 003 435 443, a company incorporated in Australia and having its office at Level ▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (hereinafter included in the expression the Manager).

THE BANK OF NEW YORK MELLON, having its office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (BNY and hereinafter included in the expressions the US$ Note Trustee, the Principal Paying Agent, the US$ Note Registrar and the Agent Bank).

The Issuer, in its capacity as trustee of the Series Trust, proposes to issue various Classes or Sub-Classes of asset backed US$ Notes.

The US$ Notes will be constituted pursuant to the US$ Note Trust Deed.

The Issuer wishes to appoint BNY as the initial Principal Paying Agent, the initial US$ Note Registrar and the initial Agent Bank in respect of the US$ Notes and BNY has accepted these appointments on the terms and conditions of this Agreement.

DEFINITIONS AND INTERPRETATION

Definitions

the Manager, has the same meaning as in the Master Trust Deed;

the US$ Note Trustee, has the same meaning as the term “Authorised Officer” in relation to the US$ Note Trustee has in the US$ Note Trust Deed;

the Agent Bank, US$ Note Registrar and the Principal Paying Agent has the same meaning as the term “Authorised Officer” in relation to the US$ Note Trustee in the US$ Note Trust Deed except that for this purpose references in that definition to the “US$ Note Trustee” will be taken to be references to the “Principal Paying Agent”, “US$ Note Registrar” or “Agent Bank”, as applicable;

the Issuer, has the same meaning as the term “Authorised Officer” in relation to the Trustee in the Series Supplement; and

any other Agent, means the persons appointed from time to time by that Agent to act as its Authorised Officers for the purposes of this Agreement as certified in writing by 2 directors or a director and secretary of that Agent to the other parties to this Agreement.

the US$ Note Registrar, means the offices of the US$ Note Registrar as specified in the US$ Note Conditions or otherwise under this Agreement as the offices of the US$ Note Registrar where surrenders of US$ Notes for transfer, exchange, replacement or redemption will occur and where, in respect of one of such offices, the US$ Note Register will be kept as varied from time to time in accordance with this Agreement;

a Paying Agent, means the office of the Paying Agent specified in the US$ Note Conditions as the office at which payments in respect of the US$ Notes will be made, as varied from time to time in accordance with this Agreement; and

the Agent Bank, means the office of the Agent Bank specified in the US$ Note Conditions as the office at which the Agent Bank will carry out its duties under this Agreement, as varied from time to time in accordance with this Agreement.

Master Trust Deed, Master Sale and Servicing Deed and Series Supplement definitions

Interpretation

headings are for convenience only and do not affect the interpretation of this Agreement;

a reference to this Agreement includes the Background;

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

a reference to a person includes that person’s executors, administrators, successors, substitutes and assigns, including any person taking by way of novation;

subject to Clause 1.6, a reference to any document or agreement is to such document or agreement as amended, novated, supplemented, varied or replaced from time to time;

a reference to any legislation or to any section or provision of any legislation includes any statutory modification or re-enactment or any statutory provision substituted for that legislation and all ordinances, by-laws, regulations and other statutory instruments issued under that legislation, section or provision;

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

a reference to a Clause is a reference to a Clause of this Agreement;

a reference to wilful default in relation to a party means, subject to Clause 1.3(j), any wilful failure by that party to comply with, or wilful breach by that party of, any of its obligations under any Transaction Document, other than a failure to comply or breach which:

arises as a result of a breach of a Transaction Document by a person other than:

that party; or

any other person referred to in Clause 1.3(j); and

the performance of the action (the non-performance of which gave rise to such breach) is a pre-condition to that party performing the said obligation; or

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

is in accordance with a proper instruction or direction of:

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

the Investors given at a meeting or deemed meeting convened under any Transaction Document;

a reference to the fraud, negligence or wilful default of a party means the fraud, negligence or wilful default of that party and of its officers or employees or any of its agents, delegates or any other person for whom that party is liable under the terms of any Transaction Document;

where any word or phrase is given a defined meaning, any other part of speech or other grammatical form in respect of such word or phrase has a corresponding meaning;

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

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

a reference to time is to local time in Sydney;

the expressions includes and including are not words of limitation;

subject to Clause 14.2 and unless otherwise specified, each party will only be considered to have knowledge or awareness of, or notice of, a thing or grounds to believe anything by virtue of the officers of that party (or any Related Body Corporate of that party) having 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 having actual knowledge, actual awareness or actual notice of that thing, or grounds or reason to believe that thing (and similar references will be interpreted in this way); and

a reference to the enforcement of the Security means that the Security Trustee appoints (or the Voting Secured Creditors as contemplated by clause 8.2 of the Master Security Trust Deed appoint) a Receiver over any Secured Property, or takes possession of any Secured Property, pursuant to the Master Security Trust Deed (expressions used in this Clause have the same meanings as in the Master Security Trust Deed).

Issuer capacity

(References to Issuer): a reference to the Issuer is a reference to the Issuer in its capacity as trustee of the Series Trust only, and in no other capacity; and

(References to assets of the Issuer): a reference to the undertaking, assets, business or money of the Issuer is a reference to the undertaking, assets, business or money of the Issuer in the capacity referred to in paragraph (a).

Transaction Document

Incorporated definitions and other Transaction Documents and provisions

APPOINTMENT OF PAYING AGENTS

Appointment

Several obligations of Paying Agents

PAYMENTS

Payment by Issuer

(Payment by Issuer):  Subject to Clause 3.8, the Issuer must on each Distribution Date, pay to or to the order of, or procure the payment to or to the order of, the Principal Paying Agent to an account specified by the Principal Paying Agent in identifiable, freely available same day funds, no later than 10.00 a.m. London time the amount in US$ as may be required (after taking account of any money then held by the Principal Paying Agent and available for the purpose) to be paid on that Distribution Date in respect of each Class or Sub-Class of US$ Notes under the US$ Note Conditions.

(Payment by Currency Swap Provider):  The Issuer shall, or shall procure that the Currency Swap Provider in relation to each Class of US$ Notes shall, no later than 10.00 a.m. London time on each Distribution Date, make the payment under Clause 3.1(a) to the Principal Paying Agent and confirm the making of such payment by facsimile or email to the Principal Paying Agent.

Payments by Paying Agents

Non-Payment

(No obligation on Paying Agents):  If the Issuer fails to make or procure any payment pursuant to Clause 3.1, unless and until the full amount of the payment has been made under the terms of this Agreement and received by the Principal Paying Agent in accordance with Clause 3.1 (except as to the time of making the payment) or other arrangements satisfactory to the Principal Paying Agent have been made, none of the Principal Paying Agent nor any of the other Paying Agents is bound to make any payment in accordance with this Clause 3 (but may, in its sole discretion, make any such payment).

(Notice of non-receipt):  The Principal Paying Agent will promptly notify by facsimile or email the Currency Swap Provider in relation to each Class or Sub-Class of US$ Notes, the other Paying Agents, the US$ Note Trustee, the Issuer, the Security Trustee and the Manager if the full amount of any payment of principal or interest in respect of the US$ Notes required to be made pursuant to the US$ Note Conditions is not unconditionally received by it or to its order in accordance with this Agreement.

(Shortfalls):  If a Paying Agent pays any amounts to the US$ Noteholders at a time when it has not received payment in full in respect of the relevant US$ Notes in accordance with Clause 3.1 (the excess of the amounts so paid over the amounts so received being the Shortfall), the Issuer will, at the direction of the Manager (and the Manager agrees that it will give such written direction), in addition to paying amounts due under ▇▇▇▇▇▇ 3.1, pay (as an expense of the Series Trust) to the Paying Agent on demand interest (at a rate which represents the Paying Agent’s reasonable cost of funding the Shortfall) on the Shortfall (or the unreimbursed portion thereof) until the receipt in full by the Paying Agent of the Shortfall.

Late payment

(Late payments to be paid in accordance with this Agreement): If:

any payment under Clause 3.1 is received by a Paying Agent late but otherwise on the Distribution Date on which it was required to be received and in accordance with the provisions of this Agreement, that Paying Agent will, on that Distribution Date, make the payments required to be made by it in respect of the US$ Notes as provided in this Clause 3 (other than Clause 3.4(a)(ii)), unless such payment is not received by the Paying Agent in sufficient time to permit it to do so (as determined by the Paying Agent (acting reasonably)), in which case the Paying Agent will, make the payments required to be made by it in respect of the US$ Notes as provided in this Clause 3 (other than Clause 3.4(a)(ii)) as soon as possible after receipt; and

any payment under Clause 3.1 is received by a Paying Agent late and not on the Distribution Date on which it was required to be received, but otherwise in accordance with the provisions of this Agreement, that Paying Agent will make the

payments required to be made by it in respect of the US$ Notes as provided in this Clause 3 (other than Clause 3.4(a)(i)) as soon as possible after receipt.

(Notice):  If the Principal Paying Agent does not receive on a Distribution Date the full amount of principal and interest then payable on any US$ Note in accordance with the US$ Note Conditions, but receives the full amount later, it will:

forthwith upon receipt of the full amount notify the other Paying Agents, the Issuer, the US$ Note Trustee, the Security Trustee and the Manager; and

at the expense of the Issuer (as directed by the Manager), as soon as practicable after receipt of the full amount give notice, in accordance with Condition 11.1 of the US$ Note Conditions, to the US$ Noteholders that it has received the full amount.

Payments not made in full

Notification of payments

Reimbursement

Payment under Currency Swap

Principal Paying Agent may deal with funds

No set-off

Holders of US$ Notes

(Book-Entry Notes):  who is, while a Book-Entry Note remains outstanding, the registered owner of that Book-Entry Note as recorded in the US$ Note Register as the absolute owner of that Book-Entry Note and as the person entitled to receive payments of principal or interest (as applicable) and each person shown in the records of the applicable Depository as the holder of any US$ Note represented by that Book-Entry Note will be entitled to receive from the registered owner of that Book-Entry Note any payment so made only in accordance with the respective rules and procedures of that Depository;

(Definitive Notes):  who is the registered owner of any Definitive Note as recorded in the US$ Note Register as the absolute owner or owners of that Definitive Note (whether or not that Definitive Note is overdue and despite any notice of ownership or writing on it or any notice of previous loss or theft or of any trust or other interest in it); and

(US$ Note Trustee):  who, when a Book-Entry Note in respect of any US$ Note is no longer outstanding but Definitive Notes in respect of that US$ Note have not been issued, is for the time being the US$ Note Trustee, as the person entrusted with the receipt of principal or interest, as applicable, on behalf of the relevant US$ Noteholders,

Repayment of moneys

(Prescription):  Immediately on any entitlement to receive principal or interest under any US$ Note becoming void under the US$ Note Conditions, the Principal Paying Agent will repay to the Issuer the amount received by it which has not already been paid and which would have been due in respect of that principal or interest if it had been paid before the entitlement became void, together with any fees applicable to that payment or entitlement (pro rated as to the amount and time) to the extent already paid under Clause 13.

(No Repayment while outstanding amounts due):  Notwithstanding Clause 3.12(a) the Principal Paying Agent is not obliged to make any repayment to the Issuer while any fees and expenses which should have been paid to or to the order of the Principal Paying Agent or, if applicable, the US$ Note Trustee, by the Issuer remain unpaid.

Paying Agent holds funds on trust

Paying Agents to record, notify payments and deliver surrendered Notes

(Notify US$ Note Registrar): promptly notify the US$ Note Registrar of each payment made by it, or at its direction, to US$ Noteholders in respect of the US$ Notes;

(Records):  maintain a full and complete record of each payment made by it, or at its direction, to US$ Noteholders and provide copies of such records to the Issuer, the Manager, the US$ Note Trustee or the applicable US$ Note Registrar upon request; and

(Deliver):  promptly deliver to the US$ Note Registrar any US$ Notes surrendered to it pursuant to Condition 8.2 of the US$ Note Conditions.

APPOINTMENT AND DUTIES OF THE AGENT BANK

Appointment

Determinations by Agent Bank

Notification by Agent Bank

US$ Note Trustee to perform Agent Bank’s function

Documents to Agent Bank

APPOINTMENT AND DUTIES OF THE US$ NOTE REGISTRAR

US$ Note Registrar

US$ Note Registers to be kept

(US$ Noteholder details):  the name, address and, where applicable and provided to it, taxation, social security or other identifying number of each US$ Noteholder, the details of the US$ Notes held by that US$ Noteholder and the details of the account to which any payments due to the US$ Noteholder are to be made in each case as notified by that US$ Noteholder from time to time;

(Exchange etc. of US$ Notes):  the issue and any exchange, transfer, replacement, redemption (in whole or part) or cancellation of a US$ Note;

(Payments):  all payments made in respect of the US$ Notes (as notified to it by each Paying Agent pursuant to Clause 3.14(a));

(Invested Amount and Collateralised Amount):  the Invested Amount and the Collateralised Amount of each US$ Note from time to time (as notified to it by the Manager pursuant to Clause 7.1); and

(Other information):  such other information as the Manager reasonably requires or the applicable US$ Note Registrar considers appropriate or desirable.

Transfer or exchange of US$ Notes

(Surrender and instrument of transfer or exchange):  the surrender of the US$ Notes to be transferred or exchanged duly endorsed with, or accompanied by, a written instrument of transfer or exchange in the form, in the case of a transfer, annexed to such US$ Notes or otherwise in a form satisfactory to the applicable US$ Note Registrar duly executed by the US$ Noteholder, or its attorney duly authorised in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the US$ Note Registrar which requirements include membership of, or participation in, STAMP or such other “signature guarantee program” as may be determined by that US$ Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act; and

(Other documents):  the provision of such other documents as the US$ Note Registrar may reasonably require,

Replacement of lost or mutilated US$ Notes

Obligations upon transfer, exchange or replacement of US$ Notes

(Advise Issuer):  the US$ Note Registrar must within three Business Days so advise the Issuer and the US$ Note Trustee (if it is not the US$ Note Registrar) in writing and provide details of the new US$ Notes to be issued in place of those US$ Notes;

(Execution and authentication):  the Issuer must, within three Business Days of such advice, execute and deliver to the US$ Note Trustee for authentication in the name of the relevant US$ Noteholder or the designated transferee or transferees, as the case may be, one or more new US$ Notes of the same class in any authorised denominations, and a like Invested Amount and Collateralised Amount as those US$ Notes (in each case as specified by the US$ Note Registrar) and the US$ Note Trustee must within three Business Days of receipt of such executed US$ Notes authenticate them and (if it is not the US$ Note Registrar) deliver those US$ Notes to the US$ Note Registrar; and

(Delivery to US$ Noteholder):  the US$ Note Registrar must, within three Business Days of receipt of such new US$ Notes (or authentication of such US$ Notes if the US$ Note Registrar is the US$ Note Trustee), forward to the relevant US$ Noteholder (being the transferee in the case of a transfer of a US$ Note) such new US$ Notes.

No charge for transfer or exchange

Restricted period

Cancellation of US$ Notes

Provision of information and inspection of register

(Information):  provide to the Issuer, the Manager, the US$ Note Trustee and each other Agent such information as is contained in the US$ Note Register maintained by it and is required by them in order to perform any obligation pursuant to the Transaction Documents;

(Provision of information to Issuer):  without limiting Clause 5.9(a), if the US$ Note Registrar is not the US$ Note Trustee, provide or procure the provision to the Manager (on behalf of the Issuer) at intervals of not more than six months (commencing as from the Closing Date), and at such other times as the Manager (on behalf of the Issuer) may request in writing, all information in the possession or control of the US$ Note Registrar as to the names and addresses of the US$ Noteholders, provided that the US$ Note Registrar will not have any obligations pursuant to this Clause 5.9(b) while the US$ Notes are all Book-Entry Notes. The US$ Registrar acknowledges and agrees that the Manager (on behalf of the Issuer) may provide any information which it receives from the US$ Registrar pursuant to this Clause 5.9(b) to the US$ Note Trustee as contemplated by clause 4.2(a) of the US$ Note Trust Deed; and

(Inspection):  make the US$ Note Register maintained by it:

available for inspection or copying by the Issuer, the Manager, the US$ Note Trustee and each other Agent or their agents or delegates; and

available for inspection by each US$ Noteholder but only in respect of information relating to that US$ Noteholder,

at one of its Specified Offices upon reasonable prior notice and during local business hours.

Correctness of register and information

Non-recognition of equitable interests

Rectification of US$ Note Register

(Entry omitted):  an entry is omitted from the US$ Note Register;

(Entry made otherwise than in accordance with this Deed):  an entry is made in the US$ Note Register otherwise than in accordance with this Agreement;

(Wrong entry exists):  an entry wrongly exists in the US$ Note Register;

(Error or defect exists in Register):  there is an error or defect in any entry in the US$ Note Register; or

(Default made):  default is made or unnecessary delay takes place in entering in the US$ Note Register that any person has ceased to be the holder of US$ Notes,

US$ NOTE TRUSTEE’S REQUIREMENTS REGARDING AGENTS

Following enforcement of the Security or issue of Definitive Notes

(Require Agents):  by notice in writing to the Issuer, the Manager and each Agent require any one or more of the Agents either:

to act as the Agent of the US$ Note Trustee on the terms and conditions of this Agreement in relation to payments to be made by or on behalf of the US$ Note Trustee under the terms of the US$ Note Trust Deed, except that the US$ Note Trustee’s liability under any provision of this Agreement for the indemnification of the Principal Paying Agent, the Paying Agents and the Agent Bank will be limited to any amount for the time being held by the US$ Note Trustee on the trust of the US$ Note Trust Deed and which is available to be applied by the US$ Note Trustee for that purpose; and

hold all US$ Notes, and all amounts, documents and records held by them in respect of the US$ Notes, on behalf of the US$ Note Trustee; or

to deliver up all US$ Notes and all amounts, documents and records held by them in respect of the US$ Notes, to the US$ Note Trustee or as the US$ Note Trustee directs in that notice, other than any documents or records which an Agent is obliged not to release by any law; and

(Require Issuer): by notice in writing to the Issuer require it to make (or arrange to be made) all subsequent payments in respect of the US$ Notes to the order of the US$ Note Trustee and not to the Principal Paying Agent and, with effect from the issue of that notice to the Issuer and until that notice is withdrawn, clause 6.1(b) of the US$ Note Trust Deed will not apply.

Good discharge to Issuer

Change of Authorised Officers

EARLY REDEMPTION OF US$ NOTES

Part redemption of US$ Notes on Distribution Dates

(Manager to make determinations etc): On the Determination Date immediately preceding each Distribution Date, the Manager will make the determinations referred to in Condition 7.11 of the US$ Note Conditions in relation to that Distribution Date and will give to the Issuer, the US$ Note Trustee, the Principal Paying Agent, the Agent Bank and the US$ Note Registrar the notifications, and will cause to be made to the US$ Noteholders the publication, required by Condition 7.11(b) of the US$ Note Conditions. If the Manager does not at any time for any reason make the determinations referred to in Condition 7.11(a) of the US$ Note Conditions it must forthwith advise the US$ Note Trustee and the Agent Bank and such determinations must be made by the Agent Bank, or failing the Agent Bank, by the US$ Note Trustee in accordance with such Condition 7.11(c) of the US$ Note Conditions (but based on the information in its possession) and each such determination will be deemed to have been made by the Manager. Neither the US$ Note Trustee nor the Agent Bank is liable for a failure to make any determinations under this Clause 7.1(a) or Clause 4.2 if such

failure arises as a result of the US$ Note Trustee or Agent Bank having insufficient information to do so.

(Notify Depositories): If any Book-Entry Notes are outstanding, on receipt of a notification under Condition 7.11(b) of the US$ Note Conditions, the Principal Paying Agent must notify the Depository of any proposed redemption in accordance with the Depository’s applicable procedures, specifying the principal amount of each Book-Entry Note to be redeemed and the date on which the redemption is to occur and must provide a copy to the Depository of the notification received under Condition 7.11(b) of the US$ Note Conditions.

Early redemption

(Notice to Paying Agent etc): If the Issuer intends to redeem all (but not some only) of the US$ Notes prior to the Maturity Date (as defined in the Series Supplement) pursuant to Conditions 7.3 or 7.4 of the US$ Note Conditions, the Manager will direct the Issuer to give the requisite notice to the Seller, the US$ Note Trustee, the Principal Paying Agent, the US$ Note Registrar, the Agent Bank and the US$ Noteholders in accordance with Conditions 7.3 or 7.4 (as the case may be) of the US$ Note Conditions and stating the date on which such US$ Notes are to be redeemed.

(Notice to Depository): The Principal Paying Agent will, on receipt of a notice under Clause 7.2(a), and if any Book-Entry Notes are outstanding, notify the Depository of the proposed redemption in accordance with the Depository’s applicable procedures, specifying the Invested Amount of each Book-Entry Note to be redeemed, the amount of principal to be repaid in relation to each Book-Entry Note and the date on which the Book-Entry Notes are to be redeemed.

GENERAL PAYING AGENT MATTERS

Notices to US$ Noteholders

(Notices to be given by US$ Note Registrar): At the request of the Issuer, the US$ Note Trustee, the Manager, the Security Trustee or any other Agent, and at the expense of the Issuer, the US$ Note Registrar will arrange for the delivery of all notices received by it relating to the Series Trust to the relevant US$ Noteholders in accordance with the US$ Note Conditions.

(Copy to US$ Note Trustee): The US$ Note Registrar will promptly send to the US$ Note Trustee one copy of the form of every notice given to the applicable US$ Noteholders in accordance with the US$ Note Conditions (unless such notice is given at the request of the US$ Note Trustee).

Copies of documents for inspection

(Documents for inspection): all documents required by the US$ Note Conditions or the US$ Note Trust Deed to be available to the applicable US$ Noteholders for issue or inspection; and

(Other documents): all other documents which this Agreement requires the US$ Note Registrar to deliver to any person.

Notice of any withholding or deduction

INDEMNITY BY ISSUER

Indemnity by Issuer

Agent’s liability for consequential loss

INDEMNITY BY PRINCIPAL PAYING AGENT

CHANGES IN AGENTS

Appointment and removal

(Appoint new Agents): appoint:

additional or alternative Paying Agents (other than the Principal Paying Agent); or

an alternative Agent Bank, US$ Note Registrar or Principal Paying Agent; and

(Terminate appointment of Agents): subject to this Clause 11, terminate the appointment of any Agent by giving written notice to that effect to the Agent whose appointment is to be terminated with a copy to each Rating Agency, the US$ Note Trustee and (if it is not the Agent whose appointment is to be terminated) the Principal Paying Agent:

with effect immediately on the giving of that notice, if any of the following occurs in relation to the Agent (as the case may be):

an Insolvency Event;

it ceases to conduct business or proposes to cease conduct of its business or a substantial part of that business; or

it fails to remedy within seven Business Days after prior written notice by the Issuer or Manager any material breach of this Agreement on the part of the Agent (as the case may be); and

otherwise, with effect on a date not less than 60 days’ from that notice (which date must be not less than 15 days before any due date for payment on any US$ Notes).

Resignation

Limitation of appointment and termination

(Principal Paying Agent and US$ Note Registrar): the resignation by, or the termination of, the appointment of the Principal Paying Agent or a US$ Note Registrar will not take effect until the appointment of a new Principal Paying Agent or US$ Note Registrar, as the case may be, has been acknowledged in writing by the US$ Note Trustee (in each case, the acknowledgement is not to be unreasonably withheld or delayed) and, in the case of the appointment of a new US$ Note Registrar, until that new US$ Note Registrar has nominated a Specified Office in New York;

(Appointment by retiring Agent): if any Agent resigns in accordance with Clause 11.2 but, by the day falling 15 days before the expiry of any notice under Clause 11.2 the Issuer has not appointed a new Agent, then the relevant Agent may appoint in its place any

reputable bank or trust company of good standing approved in writing by the US$ Note Trustee and appointed on terms previously approved in writing by the US$ Note Trustee (in each case, the approval not to be unreasonably withheld or delayed);

(Specified Office of Paying Agent in New York): no resignation by, or termination or revocation of the appointment of, any Paying Agent will take effect until a successor has been duly appointed in accordance with Clauses 11.3(a) or (b) and notice of such appointment has been given to the US$ Noteholders if as a result of such resignation, termination or revocation there would cease to be a Paying Agent which has a Specified Office in New York;

(Specified Office of Agent Bank): the resignation by, or the termination of the appointment of the Agent Bank will not take effect until a new Agent Bank having its Specified Office in New York has been appointed; and

(Terms of appointment of additional Paying Agents): the appointment of any additional Paying Agent will be on the terms and the conditions of this Agreement and each of the parties to this Agreement must co-operate fully to do all further acts and things and execute any further documents as may be necessary or desirable to give effect to the appointment of the Paying Agent (which will not, except in the case of an appointment under Clause 11.1(a) or a termination under Clause 11.1(b)(ii), be at the cost of the Issuer or Manager). The Manager must promptly advise each Rating Agency of the appointment of any additional Paying Agent under this Agreement.

Payment of amounts held by the Principal Paying Agent

Records held by a US$ Note Registrar

Successor to Principal Paying Agent, Agent Bank and US$ Note Registrar

(Appointment and release): On the execution by the Issuer, the Manager and any successor Principal Paying Agent, US$ Note Registrar or Agent Bank of an instrument effecting the appointment of that successor Principal Paying Agent, US$ Note Registrar or Agent Bank that successor Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, will, without any further act, deed or conveyance, become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of its predecessor as if originally named as Principal Paying Agent, US$ Note Registrar or Agent Bank, as the case may be, in this Agreement and that predecessor, on payment to it of the pro rata proportion of its administration fee and disbursements then unpaid (if any), will have no

further liabilities under this Agreement, except for any accrued liabilities arising from or relating to any act or omission occurring prior to the date on which the successor Principal Paying Agent, US$ Note Registrar or Agent Bank was appointed.

(Merger): Any entity:

into which the Principal Paying Agent, US$ Note Registrar or Agent Bank is merged;

with which the Principal Paying Agent, US$ Note Registrar or Agent Bank is consolidated;

resulting from any merger or consolidation to which the Principal Paying Agent, US$ Note Registrar or Agent Bank is a party; or

to which the Principal Paying Agent, US$ Note Registrar or Agent Bank sells or otherwise transfers all or substantially all the assets of its corporate trust business,

must, on the date when that merger, conversion, consolidation, sale or transfer becomes effective and to the extent permitted by applicable law, become the successor Principal Paying Agent, US$ Note Registrar or Agent Bank under this Agreement without the execution or filing of any agreement or document or any further act on the part of the parties to this Agreement, unless otherwise required by the Issuer or the Manager, and after that effective date all references in this Agreement to the Principal Paying Agent, US$ Note Registrar or Agent Bank will be references to that entity (as notified to the Issuer and the Manager). The Principal Paying Agent, Agent Bank or US$ Note Registrar, as the case may be, must pay for any costs or expenses associated with such merger, conversion, consolidation, sale or transfer.

Notice to US$ Noteholders

(Termination): the termination of the appointment of any Agent;

(Resignation): the resignation of any Agent; or

(Appointment): the appointment of a new Agent,

Change in Specified Office

(Agents change): If any Agent proposes to change its Specified Office (which must be within the same city as its previous Specified Office), it must give to the Issuer, the Manager, the US$ Note Trustee and the other Agents not less than 30 days’ prior written notice of that change, giving the address of the new Specified Office and stating the date on

which the change is to take effect. No change of a Specified Office may occur in the period 15 days before any due date for payment on any US$ Notes.

(Notice to US$ Noteholders): The Manager must, within 14 days of receipt of a notice under Clause 11.8(a) (unless the appointment is to terminate pursuant to Clause 11.1(b) or 11.2 on or prior to the date of that change) give to the US$ Noteholders notice in accordance with Condition 11.1 of the US$ Note Conditions of that change and of the address of the new Specified Office, but the cost of giving that notice must be borne by the Agent which is changing its Specified Office and not by the Issuer or the Manager.

MISCELLANEOUS DUTIES AND PROTECTION

Agents are agents of the Issuer

(Agent of the Series Trust): Subject to Clause 6.1, each Agent is the agent of the Issuer in its capacity as trustee of the Series Trust only.

(Issuer not responsible for Agents): Notwithstanding any other provision contained in this Agreement, any other Transaction Document or at law, the Issuer in its personal capacity is not responsible for any act or omission of any Agent.

Agency

Reliance

Entitled to deal

Consultation and delegation

(Consultation): Each Agent may, if reasonably necessary or prudent, consult with lawyers or other professional advisers selected by it, who may be employees of or lawyers or advisers to the Issuer, the Manager or the relevant Agent and it will not be responsible to any person for any action taken, omitted or suffered by it in reliance upon the advice of such adviser or for any acts, omissions, fraud, misconduct, or default on the part of any person consulted by it under this Clause 12.5(a), provided that it has exercised good faith and due care in ensuring that the person consulted by it is appropriately qualified to give such advice.

(Delegation): An Agent may whenever it thinks it expedient in the interests of the US$ Noteholders, delegate:

to a Related Body Corporate of that Agent, all or any of the duties, powers, authorities, trusts and discretions vested in that Agent by this Agreement or any other Transaction Documents; and

to any person agreed to by the Manager, any non-material part of the duties, powers, authorities, trusts and discretions vested in that Agent by this Agreement or any other Transaction Documents.

Any such delegation may be by power of attorney or in such other manner as the Agent may think fit and may be made upon such terms and conditions (including power to subdelegate) and subject to such regulations as the Agent may think fit. Provided that the Agent has exercised good faith and due care in the selection of such delegate, and subject to Clause 12.5(c), it will not be under any obligation to any person to supervise the proceedings or be in any way responsible for any loss incurred by reason of any acts, omissions, fraud, misconduct or default on the part of any such delegate or subdelegate.

(Related Body Corporate): Where, pursuant to Clause 12.5(b), an Agent delegates any of its trusts, duties, powers, authorities and discretions to any person who is a Related Body Corporate of it, that Agent at all times remains liable for the acts or omissions of such Related Body Corporate if that act or omission would be a breach of this Agreement had it been an act or omission of that Agent and it is caused by the fraud, negligence or wilful default of such Related Body Corporate and for the payment of fees of that Related Body Corporate when acting as delegate.

Duties and obligations

Income tax returns

Representation by each Agent

(Qualified): it is duly qualified to assume its obligations under this Agreement and has obtained all necessary approvals required to execute, deliver and perform its obligations under this Agreement; and

(Legal proceedings): there are no actions, suits or proceedings pending, or to the best of the knowledge of an Authorised Officer of the Agent, threatened against the Agent before any

court or any governmental authority which, if determined adversely to it, would materially and adversely, affect its ability, either in its individual capacity or as the Agent, as the case may be, to perform its obligations under this Agreement.

Information and forms

Notices

Liability of Principal Paying Agent or Paying Agent

Confidentiality

Conflicts of interest

EXPENSES

Payment of expenses

No other fees

Payment of fees

No commission

Timing of payments

NOTICES

Method of delivery

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

(Delivery): be:

left at the address of the addressee;

sent by prepaid ordinary post to the address of the addressee;

sent by facsimile to the facsimile number of the addressee; or

sent by email by an Authorised Officer of the party giving the same to the addressee’s email address,

in each case, as specified in Clause 14.5 or as otherwise notified in writing by the relevant addressee from time to time to the other parties to this Agreement as its address for service pursuant to this Agreement.

Deemed receipt

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

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

(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

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

Email

Communications through Principal Paying Agent

Contact information

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

Issuer:

Security Trustee:

MLPL, Servicer and Seller:

MBL:

Manager:

Currency Swap Provider:

Fixed Rate Swap Provider:

ISSUER’S LIMITATION OF LIABILITY

Limitation on Issuer’s liability

Claims against Issuer

Fraud, negligence or wilful default

Acts or omissions

No authority

No obligation

GENERAL

Waiver

Written waiver, consent and approval and specimen signatures

(Waiver, consent and approval): Any waiver, consent or approval given by a party under this Agreement will only be effective and will only bind that party if it is given in writing, or given verbally and subsequently confirmed in writing, and executed by that party or on its behalf by two Authorised Officers of that party.

(Specimen signatures): On or prior to the date of this Agreement, the Issuer must provide to the Principal Paying Agent a certified copy of a list setting out in full the name and specimen signature of each Authorised Officer of the Issuer.

Severability

Survival of indemnities

Assignments

Successors and assigns

Moratorium legislation

(To affect obligations): to lessen or otherwise to vary or affect in favour of any party any obligation under this Agreement; or

(To affect rights): to delay or otherwise prevent or prejudicially affect the exercise of any rights or remedies conferred on a party under this Agreement,

Amendments

Governing law

Jurisdiction

(Submissions to jurisdiction): submits to the non-exclusive jurisdiction of the courts of the Australian Capital Territory;

(Waiver of inconvenient forum): waives any objection it may now or in the future have to the bringing of proceedings in those courts and any claim that any proceedings have been brought in an inconvenient forum; and

(Service of notice): agrees, without preventing any other mode of service permitted by law, that any document required to be served in any proceedings may be served in the manner in which notices and other written communications may be given under Clause 14.

Counterparts

Limitation of US$ Note Trustee’s liability

Contra proferentem

Anti-money laundering

Compliance with Regulation AB

In relation to each fiscal year of the Series Trust (which commences on 1 April of each calendar year) 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 Principal Paying Agent, the US$ Note Registrar and the Agent Bank (the Assessing Party) must prepare and deliver to each of the Issuer, 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:

(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 Assessing Party’s assessment of compliance with the Servicing Criteria, including disclosure of any material instance of non-compliance identified by the Assessing Party. Such report must be signed by an Authorised Officer of the Assessing Party, and must be substantially in the form of Schedule 1 and address (A) each of the Servicing Criteria marked in Appendix A to Schedule 1 as “Applicable Servicing Criteria” and (B) any unmarked Servicing Criteria in Appendix A to Schedule 1, to the extent that the Assessing Party is involved in servicing activities relating to such Servicing Criteria, as mutually agreed upon by MLPL and such Assessing Party from time to time;

(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 Assessing Party and delivered pursuant to, Clause 16.15(a)(i). Such attestation must 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; and

(Delegate information): a written description of the role and function of each delegate appointed by the Assessing Party that performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the SMART Receivables, specifying: (A) 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 (B) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each delegate identified pursuant to paragraph (A) of this Clause 16.15(a)(iii).

As a condition to the utilisation of any delegate determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Assessing Party shall cause each such delegate, if any, to comply with Clause 16.15(a)(i) and Clause 16.15(a)(ii) as if references to the Assessing Party in those Clauses were references to such delegate, except that any assessment of compliance or accounting reports delivered by a delegate of the Assessing Party under Clause 16.15(a)(i) or Clause 16.15(a)(ii) need not address any elements of the Servicing Criteria other than those specified by the Assessing Party to such delegate pursuant to Clause 16.15(a)(iii)(B).

Each Assessing Party represents, warrants and agrees that each report required pursuant to this Clause 16.15 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.

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 16.15, shall immediately and automatically, without notice or grace period, entitle the Manager, in its sole discretion:

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

to replace the Assessing Party or such delegate with respect to such activities;

provided that, if directed by MLPL, the Manager shall 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 shall be given effect.

FATCA – provision of information to US$ Note Trustee, Principal Paying Agent and Paying Agent and withholding

The Manager agrees to direct the Trustee to and, upon such direction the Trustee agrees to within a reasonable period of time, provide to the US$ Note Trustee, Principal Paying Agent and Paying Agent (as applicable) such sufficient information as may be requested in writing by any of US$ Note Trustee, the Principal Paying Agent or the Paying Agent for the purpose of determining whether or not the US$ Note Trustee, Principal Paying Agent and Paying Agent (as applicable) is obliged, in respect of any payments to be made by it pursuant to any Transaction Document to make any withholding or deduction pursuant to an agreement described in Section 1471(b) of the US Internal Revenue Code of 1986, as amended (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement). The obligations imposed on the Trustee under this Clause 16.16(a) are limited to the extent that the Trustee has the relevant information in its possession or control and that provision of the information to the US$ Note Trustee, Principal Paying Agent and Paying Agent (as applicable) will not result in any breach of the Transaction Documents or any applicable law.

If and to the extent that the US$ Note Trustee, the Principal Paying Agent or the Paying Agent is required under applicable law to deduct FATCA Withholding Tax from any payment to be made by it pursuant to any Transaction Document, the US$ Note Trustee, the Principal Paying Agent or the Paying Agent, as the case may be, shall be entitled to deduct such FATCA Withholding Tax, and shall have no obligation to gross-up any payment under any Transaction Document or to pay any additional amount as a result of such FATCA Withholding Tax.

For the purposes of this Clause 16.16, FATCA Withholding Tax means any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement).

FATCA – provision of information by the US$ Note Trustee

Subject to Clause (c), the US$ Note Trustee agrees to, at the Manager’s written request, provide to the Manager on a timely basis such information as may be reasonably required by any of the Trustee, the Series Trust, Macquarie Group Limited or any of Macquarie Group Limited’s Related Bodies Corporate (each, a Potential Reporting Entity) in order to comply with any reporting obligations imposed on the relevant Potential Reporting Entity pursuant to any intergovernmental agreement between the Government of the United States of America (or any agency thereof) and the Government of the Commonwealth of Australia (or any agency thereof) with respect to the U.S. Foreign Account Tax Compliance Act (such agreement being the IGA) or any legislation enacted pursuant to the IGA.

The US$ Note Trustee acknowledges and agrees that any of the information referred to above provided by it to the Manager in accordance with Clause (a) may be provided by the Manager to the relevant Potential Reporting Entity and used by that relevant Potential Reporting Entity only for the purpose of satisfying the reporting obligations of that relevant Potential Reporting Entity under the IGA. None of the US$ Note Trustee, the Principal Paying Agent, the US$ Note Registrar nor any Paying Agent shall have a duty to monitor, nor liability or responsibility with respect to the Manager’s providing the information to the Potential Reporting Entities, nor with respect to their compliance with their respective reporting obligations, if any.

The obligation imposed upon the US$ Note Trustee under Clause 16.17(a) applies only to the extent that any requested information:

relates to payments on the US$ Notes or payments to US$ Noteholders; and

is actually known by BNY in its capacity as US$ Note Trustee, US$ Note Registrar, Principal Paying Agent or Paying Agent; and

is not subject to a confidentiality agreement or otherwise confidential, proprietary or otherwise restricted information pursuant to applicable law or regulation or otherwise; and

is not otherwise available to the Manager and/or the Potential Reporting Entities.

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

  /s/ Hagbarth ▇▇▇▇▇

  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

  Manager

and

  Signature of Attorney

its Attorneys under a Power of Attorney

dated

and each Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney in the presence of:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

  ▇▇▇▇▇ ▇▇▇▇▇▇▇

  Manager

Signature of Witness

  Signature of Attorney

▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

Solicitor

Name of Witness in full

SIGNED for and on behalf of MACQUARIE SECURITIES MANAGEMENT PTY LIMITED ABN 26 003 435 443 by

and

its Attorneys under a Power of Attorney

dated (Signed in Sydney,

          POA Ref: #42 dated

          8^th July 2013)

and each Attorney declares that the Attorney has not received any notice of the revocation of such Power of Attorney in the presence of:

  /s/ ▇▇▇▇▇ ▇▇▇

  ▇▇▇▇▇ ▇▇▇

  Division Director

  Signature of Attorney

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

  /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

  Division Director

  Legal Risk Management

Signature of Witness

  Signature of Attorney

▇▇▇▇▇ ▇▇▇▇▇▇▇

Lawyer

Name of Witness in full

SIGNED for and on behalf of THE BANK OF

NEW YORK MELLON by its Authorised Signatory:

/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Authorised Signatory

Signature of Witness

▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Vice President

▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name of Authorised Signatory in full

Name of Witness in full

APPLICABLE

SERVICING CRITERIA^*

General Servicing Considerations

1122(d)(1)(i)

1122(d)(1)(ii)

1122(d)(1)(iii)

1122(d)(1)(iv)

1122(d)(2)(i)

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)

1122(d)(2)(v)

1122(d)(2)(vi)

1122(d)(2)(vii)

1122(d)(3)(i)

The assessment of compliance to be delivered by the US$ Note Trustee shall address at a minimum the criteria identified below in Appendix A (the checked items) as “Applicable Servicing Criteria.”

APPLICABLE

SERVICING CRITERIA^*

1122(d)(3)(ii)

x (solely with respect to

remittance)

1122(d)(3)(iii)

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.

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)

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)

1122(d)(4)(vii)    

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.

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)

APPLICABLE

SERVICING CRITERIA^*

1122(d)(4)(xii)

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)