IMPORTANT NOTICE - Westpac · any Party, any affiliate of a Party, or the ultimate parent company of any Party in any way stand behind the capital value or the performance (or both)

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IMPORTANT NOTICE

IMPORTANT: You must read the following before continuing. The following applies to the Information Memorandum, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Information Memorandum. In accessing the Information Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE INFORMATION MEMORANDUM IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. IN ORDER TO BE ELIGIBLE TO ACCESS THE INFORMATION MEMORANDUM OR MAKE AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES DESCRIBED THEREIN, YOU AND ANY ENTITY THAT YOU REPRESENT MUST BE OUTSIDE THE UNITED STATES AND NOT BE A ‘‘U.S. PERSON’’ WITHIN THE MEANING OF REGULATION S OF THE SECURITIES ACT.

WITHIN THE UNITED KINGDOM, THE INFORMATION MEMORANDUM MAY NOT BE PASSED ON EXCEPT TOPERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OR ARTICLE 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’). THE INFORMATION MEMORANDUM MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE INFORMATION MEMORANDUM RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE INFORMATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY PERSON IN THE UNITED STATES OR TO ANY U.S. PERSON. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation: The Information Memorandum is being sent at your request and by accepting the email and accessing the Information Memorandum, you shall be deemed to have represented to Bank of Scotland plc, Australia Branch, J.P. Morgan Australia Limited and National Australia Bank Limited that you and any entity that yourepresent are outside the United States and not a U.S. person, and that you consent to delivery of the Information Memorandum by electronic transmission.

You are reminded that the Information Memorandum has been delivered to you on the basis that you are a person into whose possession the Information Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Information Memorandum to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the managers or any affiliate of the managers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the managers or such affiliate on behalf of the Issuer in such jurisdiction.

The Information Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither Bank of Scotland plc, Australia Branch, J.P. Morgan Australia Limited and National Australia Bank Limited, nor any person who controls any of such managers nor any director, officer, employee nor agent or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Information Memorandum distributed to you in electronic format herewith and the hard copy version available to you on request from Bank of Scotland plc, Australia Branch.

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INFORMATION MEMORANDUMBNY Trust Company of Australia Limited (ABN 49 050 294 052)a limited liability company incorporated under the laws of Australia

in its capacity as trustee of the

Bella Trust in respect of the Series 2010-1

Class of Notes

Class A1 Notes Class A2 Notes Class B Notes Class C Notes Class D Notes Class E Notes

Seller Notes

Initial Principal Outstanding

A$0 A$500,000,000 A$72,000,000 A$14,000,000 A$4,000,000 A$8,000,000 A$14,100,000

Issue Price N/A 100% 100% 100% 100% 100% 100%

Final Maturity Date

N/A Payment Date occurring in

February 2017

Payment Date occurring in

February 2017


February 2017


February 2017


February 2017


February 2017

Interest Rate

N/A BBSW (1 month) plus 1.65%

0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a.

Expected Ratings

• Fitch N/A AAA A BBB BB B Unrated

• Moody’s N/A Aaa Aa3 Baa1 Baa2 Ba1 Unrated

An application has been made to the Australian Securities Exchange (“ASX”) for the Class A2 Notes to be admitted to the official list as an ASX Debt Listing. No assurance can be made that the application will be granted. Prospective purchasers of the Class A2 Notes

should consult with the Manager, to determine their status. The issuance and settlement of the Class A2 Notes on the Issue Date is not conditioned on the listing of the Class A2 Notes on the ASX. The holding of Notes is subject to investment risks, including possible delays in repayment, loss of income and principal invested and other risks described in Section 5 of this Information Memorandum.

Important note: Although this Information Memorandum and the Transaction Documents contemplate, and contain references to Class A1 Notes, the Issuer will not issue any Class A1 Notes and accordingly no amounts will be due and payable in respect of those Notes.

Therefore, all references to those Notes and related concepts will not be relevant in respect of the Issuer and the transactions described in this Information Memorandum and as contemplated by the Transaction Documents.

This Information Memorandum only relates to the Offered Notes. The sole purpose of this Information Memorandum is to assist the recipient to decide whether to proceed with a further investigation regarding whether it should invest in the Offered Notes. This

Information Memorandum does not relate to, and is not relevant for, any other purpose.

Seller and Servicer

Capital Finance Australia Limited

ManagerBank of Scotland plc, Australia Branch

Joint Lead Managers for the A2 Notes

J.P. Morgan Australia Limited (AFSL#238188)

Bank of Scotland plc.Australia Branch(AFSL#289411)

National Australia Bank Limited

(AFSL#230686)

21 July 2010

Bella TrustSeries 2010-1

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NOTES LIABILITIES OF THE ISSUER ONLY

The Notes issued by BNY Trust Company of Australia Limited (ABN 49 050 294 052) (“BNY”) in its capacity as trustee of the Bella Trust (“Trust”) (in that capacity, the “Issuer”) in respect of Series 2010-1 (“Series”) do not represent deposits or other liabilities of BNY in its personal capacity, Bank of Scotland plc, Australia Branch (ABN 24 111 084 434 and ARBN 126 955 557) (“Manager”, “Interest Rate Swap Provider”, and a “Joint Lead Manager”), J.P. Morgan Australia Limited (ABN 52 002 888 011) and National Australia Bank Limited (ABN 12 004 044 937) (each a “Joint Lead Manager” and, together with Bank of Scotland plc, Australia Branch, the “Joint Lead Managers”), Capital Finance Australia Limited (ABN 23 069 663 136) (“CFAL”, “Seller” and “Servicer”), BNY Trust (Australia) Registry Limited (ABN 88 000 334 636) in its capacity as trustee of the Security Trust in respect of the Series (“Security Trustee”)or its personal capacity, or any affiliate of the Manager, Seller, the Servicer, the Security Trustee,the Issuer, any Joint Lead Manager or the Interest Rate Swap Provider (each a “Party”), nor does any Party, any affiliate of a Party, or the ultimate parent company of any Party in any way stand behind the capital value or the performance (or both) of the Notes or the Series Assets of the Series. The holding of Notes is subject to investment risk, including possible delays in repayment and loss of income and principal invested.

None of the Parties (other than the Issuer) or any associate of any Party guarantees or is otherwise responsible for the payment of any amounts owing to the Noteholders including the payment of interest or the repayment of principal or any other amounts due on the Notes or the obligations of the Issuer.

The Issuer (in its capacity as trustee of the Trust in respect of the Series) only undertakes to pay principal, any interest and any other amounts payable in respect of each Note held by the Noteholder in accordance with the Conditions and subject to Section 11.9 (“Limited Recourse and limited liability of Issuer”).

This Information Memorandum only relates to the Offered Notes. The sole purpose of this Information Memorandum is to assist the recipient to decide whether to proceed with a further investigation regarding whether it should invest in the Offered Notes. This Information Memorandum does not relate to, and is not relevant for, any other purpose.


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1 Important NoticeThe Issuer has not authorised or caused the issue of this Information Memorandum and has not made or authorised the application to listing and/or trading. The Issuer acts solely on the instructions of the Manager in respect of these matters.

In this Information Memorandum, unless otherwise specified, or the context otherwise requires, references to “A$”, “Australian dollars” and “$” are to the lawful currency of the time being of the Commonwealth of Australia.

This Information Memorandum does not constitute an offer of, or an invitation by or on behalf of, any person, to subscribe for or purchase any of the Notes, and must not be relied upon by any intending subscriber or purchaser of the Notes.

This Information Memorandum is only a summary of the terms and conditions of the Notes and the Series and is to assist each recipient to decide whether it will undertake its own further independent investigation of the Notes. This Information Memorandum does not purport to contain all information a person considering subscribing for or purchasing the Notes may require. Accordingly, this Information Memorandum should not be relied upon by intending subscribers or purchasers of the Notes. If there is any inconsistency between this Information Memorandumand the Transaction Documents, the Transaction Documents should be regarded as containing the definitive information.

The distribution of this Information Memorandum and the offering or sale of the Notes in certain jurisdictions may be restricted by law. None of the Parties represent that this Information Memorandum may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been or will be taken by any Party that would permit a public offer of the Notes in any country or jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Information Memorandum nor any offering circular, prospectus, form of application, advertisement or other offering material may be issued or distributed or published in any country or jurisdiction, except in circumstances that will result in compliance with all applicable laws and regulations. Persons into whose possession this Information Memorandumcomes are required by the Issuer and the Manager to inform themselves about and to observe any such restrictions. In particular, there are restrictions on the distribution of this Information Memorandum in several specific jurisdictions as described in Section 13 (“Selling Restrictions”).

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of “U.S. persons” (as defined in Regulation Sunder the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Manager has authorised the distribution of this Information Memorandum and accepts responsibility for the information contained in this Information Memorandum other than the information for which another party takes responsibility for in accordance with this Section 1.


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Bank of Scotland plc, Australia Branch accepts responsibility for the information relating to it contained in Section 10.2 (“The Manager and Interest Rate Swap Provider”). Capital Finance Australia Limited accepts responsibility for the information relating to it contained in Section 6(“Capital Finance Motor Receivables Program”), Section 7 (“Series Assets of the Program”) and Section 10.3 (“The Seller and the Servicer”).

The Security Trustee accepts responsibility for the information relating to it contained in Section 10.4 (“The Security Trustee”). The Issuer accepts responsibility for the information relating to it in Section 10.1 (“The Issuer”). To the best of the knowledge and belief of the Manager, the Interest Rate Swap Provider, the Seller, the Servicer, the Issuer and the Security Trustee (as the case may be) (each of which has taken all reasonable care to ensure that such is the case), the information for which it accepts responsibility in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the importance of such information.

None of the Joint Lead Managers have authorised, caused the issue of, has (and expressly disclaims) any responsibility for, and none of the Joint Lead Managers have made any statement in, any part of this Information Memorandum.

This Information Memorandum is not intended to be, and does not constitute, a recommendation by the Parties that any person subscribe for or purchase any Notes.

The Parties do not guarantee and are not otherwise responsible for payment or repayment of any moneys owing to Noteholders, including the repayment of the principal of the Notes and the payment of interest on the Notes.

The Issuer (in its capacity as trustee of the Trust in respect of the Series) only undertakes to pay principal, any interest and any other amounts payable in respect of each Note held by the Noteholder in accordance with the Conditions and subject to Section 11.9 (“Limited Recourse and limited liability of Issuer”).

The Notes will be the obligations solely of the Issuer, with the Issuer’s obligations in respect of them limited (except in certain limited circumstances) to the Series Assets of the Series (including the Motor Receivables and the Issuer’s rights under the Interest Rate SwapAgreement) charged to make payments on the Notes. All claims against the Issuer in relation to the Notes may, except in limited circumstances, be satisfied only out of the Series Assets of the Series secured under the Master Security Trust Deed and the Deed of Charge, and are limited in recourse to distributions with respect to such Series Assets from time to time.

Except in respect of the sections of this Information Memorandum for which any of the Partiesaccept responsibility as set out above, none of the Parties has separately verified the information contained in this Information Memorandum. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any of the Parties as to the accuracy or completeness of any information contained in this Information Memorandum or any other information supplied in connection with the Notes or their distribution except, in each applicable case, with respect to the information for which it is expressed to be responsible as stated above. Each person receiving this Information Memorandum acknowledges that such person has not relied on any of the Parties, nor on any person affiliated with any of the Parties, in connection with its investigation of the accuracy of such information or its investment decisions other than in respect of the sections for which any of the Parties is responsible as set out above.


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No person has been authorised to give any information or to make any representations other than as contained in this Information Memorandum and the documents referred to herein in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by any Party. This Information Memorandum has been prepared by the Manager based on information available to it and the facts and circumstances existing as at 21 July 2010 (“Preparation Date”). The Manager has no obligation to update this Information Memorandum after the Preparation Date having regard to information which becomes available, or facts and circumstances which come to exist, after the Preparation Date. Neither the delivery of this Information Memorandum nor any sale or purchase made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Series or the Issuer since the date hereof or the date upon which this Information Memorandum has been most recently amended or supplemented or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. None of the Parties undertakes to review the financial condition or affairs of the Issuer or the Series during the life of the Notes or to advise any investor or potential investor in the Notes of any changes in, or matters arising or coming to their attention which may affect, anything referred to in this Information Memorandum.

Neither this Information Memorandum nor any other information supplied in connection with the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Parties that any recipient of this Information Memorandum, or of any other information supplied in connection with the Notes, should purchase any of the Notes. Each investor contemplating purchasing any of the Notes should make its own independent investigation of the Issuer, the Series and the Notes and each investor should seek its own tax, accounting and legal advice as to the consequence of investing in any of the Notes. None of the Parties accepts any responsibility or makes any representation as to the tax consequences of investing in the Notes.

This Information Memorandum has been prepared for distribution only to persons whose ordinary business includes the buying and selling of securities such as the Notes (whether as principal or agent) and on the express understanding that the information it contains will be regarded and treated as strictly confidential. Its contents may not be reproduced or used in whole or in part for any purpose other than for assisting prospective purchasers to understand some of the features of the Notes. It is not intended for, and should not be distributed to, any other person without the express written permission of the Manager, nor should it be construed as an offer or invitation to any other person.

This Information Memorandum is not intended to provide the sole basis of any credit or other evaluation and it does not constitute a recommendation, offer or invitation to purchase any Notes by any person.

Each Party discloses that, in addition to the arrangements and interests it will or may have with respect to any other Party, including without limitation, the Manager, the Servicer, the Seller and BNY (in its capacity as trustee of the Bella Trust or any other trust and as Issuer of the Series or any other series) (together, the “Group”) as described in this Information Memorandum (the “Transaction Document Interests”), it, its Related Entities (as such term is defined in the Corporations Act) (the “Related Entities”) and officers, directors and employees:


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(a) may from time to time be a Noteholder or have other interests with respect to the Notes and they may also have interests relating to other arrangements with respect to a Noteholder or a Note; and

(b) may receive fees, brokerage and commissions or other benefits, and act as principal with respect to any dealing with respect to any Notes,

(the “Note Interests”).

Each purchaser of Notes acknowledges these disclosures and further acknowledges and agrees that:

(a) each Party and each of their Related Entities and officers, directors and employees (each a “Relevant Entity”) will have the Transaction Document Interests and may from time to time have the Note Interests and is, and from time to time may be, involved in a broad range of transactions including, without limitation, banking, dealing in financial products, credit, derivative and liquidity transactions, investment management, corporate and investment banking and research (the “Other Transactions”) in various capacities in respect of any member of the Group or any other person, both on the Relevant Entity’s own account and for the account of other persons (the “Other Transaction Interests”);

(b) each Relevant Entity in the course of its business (whether with respect to the Transaction Document Interests, the Note Interests, the Other Transaction Interests or otherwise) may act independently of any other Relevant Entity;

(c) to the maximum extent permitted by applicable law, the duties of each Relevant Entity in respect of any member of the Group and the Notes are limited to the contractual obligations of the Parties to the relevant members of the Group as set out in the Transaction Documents and, in particular, no advisory or fiduciary duty (except in the case of the Issuer in respect of the Trust and the Security Trustee in respect of the Security Trust) is owed to any person;

(d) a Relevant Entity may have or come into possession of information not contained in this Information Memorandum that may be relevant to any decision by a potential investor to acquire the Notes and which may or may not be publicly available to potential investors (“Relevant Information”);

(e) to the maximum extent permitted by applicable law but subject to the Transaction Documents, no Relevant Entity is under any obligation to disclose any Relevant Information to any member of the Group or to any potential investor and this Information Memorandum and any subsequent conduct by a Relevant Entity should not be construed as implying that the Relevant Entity is not in possession of such Relevant Information; and

(f) each Relevant Entity may have various potential and actual conflicts of interest arising in the course of its business, including in respect of the Transaction Document Interests, the Note Interests or the Other Transaction Interests. For example, the exercise of rights against a member of the Group arising from the Transaction Document Interests (for example, by a lead manager) or from an Other Transaction may affect the ability of the Group member to perform its obligations in respect of the Notes. In addition, the


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existence of a Transaction Document Interest or Other Transaction Interest may affect how a Relevant Entity in another capacity (for example, as a Noteholder) may seek to exercise any rights it may have in that capacity. These interests may conflict with the interests of the Group or a Noteholder, and the Group or a Noteholder may suffer loss as a result. To the maximum extent permitted by applicable law, a Relevant Entity is not restricted from entering into, performing or enforcing its rights in respect of the Transaction Document Interests, the Note Interests or the Other Transaction Interests and may otherwise continue or take steps to further or protect any of those interests and its business even where to do so may be in conflict with the interests of Noteholders or the Group, and the Relevant Entities may in so doing act without notice to, and without regard to, the interests of any such person.

This Information Memorandum is not a prospectus or a “Product Disclosure Statement” for the purposes of the Corporations Act and is not required to be lodged with the Australian Securities and Investments Commission. Accordingly, a person may not (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy or sell the Notes, or distribute this Information Memorandum in the Commonwealth of Australia, its territories or possessions (“Australia”) or to any resident of Australia, except if:

(a) the amount payable by the transferee in relation to the relevant Notes is A$500,000 or more or if the offer or invitation to the transferee is otherwise an offer or invitation that does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act;

(b) the offer or invitation does not constitute an offer to a “retail client” under Chapter 7 of the Corporations Act; and

(c) the offer or invitation complies with all applicable laws and directives.

No action has been taken or will be taken which would permit a public offering of the Notes, or possession or distribution of this Information Memorandum in any country or jurisdiction where action for that purpose is required.

Under present law, the Offered Notes will not be subject to withholding tax if they are issued in accordance with the public offer test and the prescribed condition set out in section 128F of the Income Tax Assessment Act of 1936 and they are not acquired directly or indirectly by Offshore Associates (as defined in Section 12 (“Taxation Considerations”)) of the Issuer subject to certain exceptions. The Joint Lead Managers have agreed with the Issuer to offer the Offered Notes for subscription or purchase in accordance with certain agreed procedures contained in the Dealer Agreement. It is intended that the Issuer will be able to demonstrate that the public offer tests under section 128F will be satisfied in relation to the issue and sale of the Offered Notes. Accordingly, persons who are Offshore Associates of the Issuer should not, except in certain circumstances, acquire the Offered Notes.


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CONTENTS

1 Important Notice 4

2 Introduction 10

3 Program Overview 14

4 Terms and Conditions of the Notes 30

5 Certain Special Considerations 43

6 Capital Finance Motor Receivables Program 61

7 Series Assets of the Program 72

8 Credit and Liquidity Support 78

9 Cashflow Allocation Methodology 80

10 The Parties to the Program 91

11 Transaction Structure 95

12 Taxation Considerations 114

13 Selling Restrictions 122

14 Transaction Documents 129

15 Estimated Average Life of the Notes and Assumptions 130

16 Glossary of Terms 132


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2 Introduction2.1 Purpose

This information memorandum (“Information Memorandum”) has been prepared solely in connection with the Trust in respect of the Series.

This Information Memorandum has been prepared for distribution only to persons whose ordinary business includes the buying and selling of securities (whether as principal or agent) and on the express understanding that the information it contains will be regarded and treated as strictly confidential. Its contents may not be reproduced or used in whole or in part for any purpose other than for assisting prospective purchasers to understand some of the features of the Notes. It is not intended for, and should not be distributed to, any other person without the express written permission of the Manager.

This Information Memorandum is not intended to provide the sole basis of any credit or other evaluation and it does not constitute a recommendation, offer or invitation to purchase any Notes by any person.

Capitalised terms not otherwise defined in this Information Memorandum where first used have the meaning given to them in Section 1 (“Important Notice”), Section 2(“Introduction”), Section 3 (“Program Overview”), Section 14 (“Transaction Documents”) and Section 16 (“Glossary of Terms”).

2.2 Disclosure

Each Party discloses that, in addition to the arrangements and interests it will or may have with respect to any other Party, including without limitation, the Manager, the Servicer, the Seller and BNY (in its capacity as trustee of the Bella Trust or any other trust and as Issuer of the Series or any other series) (together, the “Group”) as described in this Information Memorandum (the “Transaction Document Interests”), it, its Related Entities (as such term is defined in the Corporations Act) (the “Related Entities”) and officers, directors and employees:

(a) may from time to time be a Noteholder or have other interests with respect to the Notes and they may also have interests relating to other arrangements with respect to a Noteholder or a Note; and

(b) may receive fees, brokerage and commissions or other benefits, and act as principal with respect to any dealing with respect to any Notes,

(the “Note Interests”).

Each purchaser of Notes acknowledges these disclosures and further acknowledges and agrees that:

(a) each Party and each of their Related Entities and officers, directors and employees (each a “Relevant Entity”) will have the Transaction Document Interests and may from time to time have the Note Interests and is, and from time to time may be, involved in a broad range of transactions including, without limitation, banking, dealing in financial products, credit, derivative and liquidity transactions,


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investment management, corporate and investment banking and research (the “Other Transactions”) in various capacities in respect of any member of the Group or any other person, both on the Relevant Entity’s own account and for the account of other persons (the “Other Transaction Interests”);

(b) each Relevant Entity in the course of its business (whether with respect to the Transaction Document Interests, the Note Interests, the Other Transaction Interests or otherwise) may act independently of any other Relevant Entity;

(c) to the maximum extent permitted by applicable law, the duties of each Relevant Entity in respect of any member of the Group and the Notes are limited to the contractual obligations of the Parties to the relevant members of the Group as set out in the Transaction Documents and, in particular, no advisory or fiduciary duty (except in the case of the Issuer in respect of the Trust and the Security Trustee in respect of the Security Trust) is owed to any person;

(d) a Relevant Entity may have or come into possession of information not contained in this Information Memorandum that may be relevant to any decision by a potential investor to acquire the Notes and which may or may not be publicly available to potential investors (“Relevant Information”);

(e) to the maximum extent permitted by applicable law but subject to the Transaction Documents, no Relevant Entity is under any obligation to disclose any Relevant Information to any member of the Group or to any potential investor and this Information Memorandum and any subsequent conduct by a Relevant Entity should not be construed as implying that the Relevant Entity is not in possession of such Relevant Information; and

(f) each Relevant Entity may have various potential and actual conflicts of interest arising in the course of its business, including in respect of the Transaction Document Interests, the Note Interests or the Other Transaction Interests. For example, the exercise of rights against a member of the Group arising from the Transaction Document Interests (for example, by a joint lead manager) or from an Other Transaction may affect the ability of the Group member to perform its obligations in respect of the Notes. In addition, the existence of a Transaction Document Interest or Other Transaction Interest may affect how a Relevant Entity in another capacity (for example, as a Noteholder) may seek to exercise any rights it may have in that capacity. These interests may conflict with the interests of the Group or a Noteholder, and the Group or a Noteholder may suffer loss as a result.To the maximum extent permitted by applicable law, a Relevant Entity is not restricted from entering into, performing or enforcing its rights in respect of the Transaction Document Interests, the Note Interests or the Other Transaction Interests and may otherwise continue or take steps to further or protect any of those interests and its business even where to do so may be in conflict with the interests of Noteholders or the Group, and the Relevant Entities may in so doing act without notice to, and without regard to, the interests of any such person.

2.3 Information Memorandum a Summary of Terms

This Information Memorandum contains only a summary of the terms and conditions of the Series and should not be relied upon by prospective purchasers.


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If there is any inconsistency between this Information Memorandum and the Transaction Documents set out in Section 14 (“Transaction Documents”) in respect of the Series, the Transaction Documents should be regarded as containing the definitive information. With the approval of the Manager, a copy of the Transaction Documents (other than the Dealer Agreement and the Subscription Agreement) for the Series may be inspected by prospective purchasers or holders of Notes in respect of the Series at the office of the Manager on a confidential basis, by prior arrangement during normal business hours.

2.4 Documents Incorporated by Reference

The following documents are incorporated in, and deemed to form part of, this Information Memorandum:

(a) all amendments and supplements to this Information Memorandum prepared by the Manager from time to time; and

(b) all documents stated by the Manager to be incorporated in this Information Memorandum by reference, including without limitation the most recently available financial statements of the Issuer and any interim financial statements (whether audited or unaudited) of the Issuer published subsequent to such audited financial statements.

To the extent that anything contained in a subsequent document which is or is deemed to be incorporated in this Information Memorandum by reference supersedes any earlier statement, that earlier statement shall be deemed to be modified or superseded for the purposes of this Information Memorandum.

Copies of all documents incorporated by reference herein may be inspected, without charge, by appointment with the Manager at its offices during normal business hours.

2.5 No Disclosure under Corporations Act

This Information Memorandum is not a prospectus or a “Product Disclosure Statement”for the purposes of the Corporations Act and is not required to be lodged with the Australian Securities and Investments Commission. Accordingly, a person may not (directly or indirectly) offer for subscription or purchase or issue invitations to subscribe for or buy or sell the Notes, or distribute this Information Memorandum in the Commonwealth of Australia, its territories or possessions (“Australia”) or to any resident of Australia, except if:

(a) the amount payable by the transferee in relation to the relevant Notes is A$500,000 or more or if the offer or invitation to the transferee is otherwise an offer or invitation that does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act;

(b) the offer or invitation does not constitute an offer to a “retail client” under Chapter7 of the Corporations Act; and

(c) the offer or invitation complies with all applicable laws and directives.


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2.6 Notes limited recourse instruments

The Notes issued by the Issuer are limited recourse instruments and are issued only in respect of the Trust and the Series. The rights of each holder of Notes to take action with respect to any amounts owing to it by the Issuer is limited to the Series Assets of the Series in the manner prescribed by the Master Security Trust Deed, the Master Trust Deed, the Deed of Charge and the Series Supplement. This limitation will not apply to any obligation or liability of the Issuer to the extent that it is not satisfied because, under the Master Trust Deed, the Master Security Trust Deed or the Series Supplement or by operation of law, there is a reduction in the extent of the Issuer’s indemnification out of the Series Assets of the Series as a result of the Issuer’s fraud, gross negligence or wilful misconduct. See Section 11.9 (“Limited Recourse and limited liability of Issuer”) for further information on the Issuer’s limited liability. Each Noteholder, by subscribing for any Note, acknowledges that the Issuer will not be taken to be fraudulent, gross negligent or in wilful misconduct purely because the Issuer has relied on the Manager’s preparation of this Information Memorandum.

2.7 Series Segregation

The Series Assets of the Series are not available in any circumstances to meet any obligations of the Issuer in respect of any Other Series and if, upon enforcement or realisation of the Charge for the Series, sufficient funds are not realised to discharge in full the obligations of the Issuer in respect of the Series, no further claims may be made against the Issuer in respect of such obligations and no claims may be made against any of its assets in respect of any Other Series. The Issuer is not permitted to commingle any Series Assets in respect of the Series with assets in respect of any Other Series.

2.8 Rating Agencies

Any reference in this Information Memorandum to the credit ratings of various parties and the Notes is not a recommendation to buy, sell or hold Notes. The credit ratings aresubject to revision, suspension or withdrawal at any time by the relevant rating agency.

No rating agency has been involved in the preparation of this Information Memorandum.


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3 Program OverviewThe following is only a brief summary of the terms and conditions of the Notes. Prospective purchasers should read this summary in conjunction with the whole of this Information Memorandum and the Transaction Documents.

3.1 Structure Diagram

A diagram of the structure of the transaction is set out in below.

M oto r R eceiva b le s

Sa le o f M oto r R ece iv ab le s

Se rvice r

M a na g er

C harge

In tere st R ate S wa p

Capital Finance Australia Lim ited

Underlying Obligors

Capital Finance Australia Limited

Series 2010-1 Assets Other Series Assets

O the r S er ies No teh old ers

BNY Trust Com pany of Australia Limitedas trus tee o f the Bella Trust

B ank of Scotland plc , A ustralia Branch

BNY T rus t (Australia ) Reg is try Limited

B ank of Scotland plc , A ustralia Branch

Interest Rate Swap Provider

No tes

N oteh old ers


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3.2 The Bella Trust

The “Bella Trust” was established on 16 October 2009 for the purpose of enabling BNY Trust Company of Australia Limited, as trustee of the Trust in respect of various series, to raise funds and to apply the proceeds of those funds to invest in assets originated from time to time by the Seller. The Trust is a single trust and no series constitutes a separate trust.

The Master Trust Deed and the Master Security Trust Deed establish the general framework under which trusts and series may be established from time to time. An unlimited number of series may be established in respect of the Trust. Each series is not a separate and distinct trust fund but rather a separate security structure enabling different debt to be raised having recourse to a specific pools of assets. The series supplement for a series sets out the specific provisions of the relevant series and the terms of the debt in respect of that series. Multiple classes of debt may be raised by the Issuer in relation to each series that differ amongst themselves as to, among other things, currency of denomination and payment, priority of repayment and credit risk.

Series 2010-1

Series 2010-1 is the second series established under the Master Security Trust Deed in respect of the Trust.

The Series was established under the Notice of Creation of Security Trust and the Deed of Charge each dated 15 June 2010.

The specific terms of the Series are set out in the Series Supplement and other Transaction Documents. The Transaction Documents set out (among other things) various representations and undertakings of the parties which relate to the Motor Receivables and amend the Master Trust Deed and the Master Security Trust Deed to the extent necessary to give effect to the specific aspects of the Series and the issue of the Notes. The Series Supplement also sets out the cashflow allocation methodology for the Series.

The Master Trust Deed, the Master Security Trust Deed and the Transaction Documentsshould therefore be read together when determining the rights, powers and obligations of the Issuer, the Manager and the other Parties in relation to the Series.

Transaction Overview

This Information Memorandum relates solely to the Notes to be issued by the Issuer in its capacity as trustee of the Trust in respect of the Series.

The Notes will be secured primarily against a pool of Motor Receivables originated bythe Seller and which will be acquired by the Issuer on the Issue Date. The Security Trustee, on behalf of the Noteholders of the Notes, has direct recourse to those Motor Receivables under the Master Security Trust Deed and the Deed of Charge.

The proceeds from the issue of the Notes will be used to fund the acquisition by the Issuer of certain Motor Receivables and to fund the Liquidity Reserve.


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Among other things, the rights of the Issuer with respect to the Motor Receivables and the rights of the Issuer under the Transaction Documents constitute the “Series Assets” of the Series. The Series Assets are charged to the Security Trustee for the benefit of the Noteholders as well as other secured creditors of the Series in accordance with the Master Security Trust Deed and the Deed of Charge. The Charge constituted under the Deed of Charge is a first ranking fixed and floating charge over all of the Series Assets of the Series.

The Issuer, the Manager and the Servicer are required to maintain systems and records such that the Motor Receivables or other Authorised Investments against which the Notes are secured are identified as Secured Property.

For a more detailed explanation of the transaction, see Section 11 (“Transaction Structure”).

Motor Receivables

The Motor Receivables which will comprise Series Assets of the Series are described in Section 6 (“Capital Finance Motor Receivables Program”) and will be acquired by the Issuer from the Seller on the Issue Date.

All Motor Receivables have been entered into by the Seller in the ordinary course of business.

On the Issue Date, the full beneficial title to the Motor Receivables and any Related Documents relating to those Motor Receivables will be held by the Issuer as trustee of the Trust and in respect of the Series. As such, the Issuer will be entitled to receive collections on the Motor Receivables which are Series Assets of the Series from the Cut-Off Date.

For a more detailed explanation of the Motor Receivables and Related Documentsorigination process, see Section 6 (“Capital Finance Motor Receivables Program”).

3.3 General information

Issuer BNY Trust Company of Australia Limited (ABN 49 050 294 052)as trustee of the Trust in respect of the Series.

Trust Bella Trust.

Series Series 2010-1.

Manager Bank of Scotland plc, Australia Branch (ABN 24 111 084 434 andARBN 126 955 557).

Seller and Servicer Capital Finance Australia Limited (ABN 23 069 663 136)(“CFAL”).

Security Trustee BNY Trust (Australia) Registry Limited (ACN 000 334 636) as trustee of the Security Trust in respect of the Series.

Interest Rate Swap Provider

Bank of Scotland plc, Australia Branch (ABN 24 111 084 434 andARBN 126 955 557).


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Joint Lead Managers (in relation to the A2 Notes)

(a) J.P. Morgan Australia Limited (ABN 52 002 888 011);

(b) National Australia Bank Limited (ABN 12 004 044 937);and

(c) Bank of Scotland plc, Australia Branch (ABN 24 111 084 434 and ARBN 126 955 557).

Participation Unitholder

Capital Finance Australia Limited (ABN 23 069 663 136) - (one unit).

Residual Capital Unitholders

Capital Finance Australia Limited (ABN 23 069 663 136) - (nine units).

Solution Capital Pty Limited (ACN 120 106 078) - (one unit)

Designated Rating Agencies

Fitch Australia Pty Ltd (ABN 93 081 339 184) (“Fitch”) and

Moody’s Investors Service (“Moody’s”).

3.4 Summary – Principal Characteristics of the Notes

This table provide a summary of certain principal terms of the Notes issued in respect of the Series. This summary is qualified by the more detailed information contained elsewhere in this Information Memorandum. This Information Memorandum only relates to the Offered Notes. The sole purpose of this Information Memorandum is to assist the recipient to decide whether to proceed with a further investigation regarding whether it should invest in the Offered Notes. This Information Memorandum does not relate to, and is not relevant for, any other purpose.

CLASS A1 NOTES

CLASS A2 NOTES

CLASS B NOTES

CLASS C NOTES

CLASS D NOTES

CLASS E NOTES

SELLER NOTES

Currency A$ A$ A$ A$ A$ A$ A$

Initial Aggregate Principal Outstanding

A$0 A$500,000,000 A$72,000,000 A$14,000,000 A$4,000,000 A$8,000,000 A$14,100,000

Initial Principal Outstandingper Note

NA A$100,000 A$100,000 A$100,000 A$100,000 A$100,000 A$100,000

Issue price N/A 100% 100% 100% 100% 100% 100%

Tranche Percentages

N/A 81.7% 11.8% 2.3% 0.7% 1.3% 2.2%

Coupon Frequency

N/A Monthly Monthly Monthly Monthly Monthly Monthly

Payment Dates

N/A The 19th day of each month,

provided that the first Payment

Date occurs 19 August 2010

The 19th day of each month,

provided that the first

Payment Date occurs 19

August 2010

The 19th day of each month, provided that

the first Payment Date occurs in 19 August 2010






the first Payment Date

occurs 19 August 2010

Interest Rate N/A BBSW (1 month) + Margin

0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a. 0.01% p.a.

Margin N/A 1.65% p.a 0% p.a. 0% p.a. 0% p.a. 0% p.a. 0% p.a.


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CLASS A1 NOTES

CLASS A2 NOTES

CLASS B NOTES

CLASS C NOTES

CLASS D NOTES

CLASS E NOTES

SELLER NOTES

Order of Priority

N/A Pari Passu within the Class A2

Notes

Pari Passuwithin the

Class B Notes

Pari Passuwithin the Class

C Notes


D Notes


E Notes

Pari Passuwithin the Seller

NotesDay count N/A Actual/365 Actual/365 Actual/365 Actual/365 Actual/365 Actual/365

Expected ratings

N/A

- Fitch N/A AAA A BBB BB B Unrated

- Moody’s

N/A Aaa Aa3 Baa1 Baa2 Ba1 Unrated

Final Maturity Date

N/A Payment Date occurring in

February 2017


February 2017


February 2017


February 2017


February 2017


February 2017

Selling Restrictions

N/A Section 13(“Selling

Restrictions”)

Section 13(“Selling

Restrictions”)


Restrictions”)


Restrictions”)


Restrictions”)


Restrictions”)

Governing Law

N/A New South Wales New South Wales

New South Wales

New South Wales

New South Wales

New South Wales

Form of notes

N/A Registered Registered Registered Registered Registered Registered

Listing N/A Australian Securities Exchange

Not applicable Not applicable Not applicable Not applicable Not applicable

Clearance N/A Austraclear Not applicable Not applicable Not applicable Not applicable Not applicable

Common Code

N/A 052841453 Not applicable Not applicable Not applicable Not applicable Not applicable

ISIN N/A AU0000BNNHA0

Not applicable Not applicable Not applicable Not applicable Not applicable

3.5 Principal Characteristics of the Notes

Initial Aggregate Principal Outstanding of Notes:

Class A1 NotesClass A2 NotesClass B NotesClass C NotesClass D NotesClass E NotesSeller Notes

A$0A$500,000,000A$72,000,000A$14,000,000A$4,000,000A$8,000,000

A$14,100,000

Nature of Notes: The Notes are multi-class, asset backed, pass through, secured, limited recourse, amortising debt instruments.

The Notes are issued with the benefit of the Transaction Documents.

Currency of Denomination and Payment:

Australian dollars


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Denomination: The Notes will be issued in denominations ofA$100,000. The minimum subscription amount must be at least A$500,000, unless the issue otherwise does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act. The issue also must not constitute an offer or invitation to a “retail client” under Chapter 7 of the Corporations Act.

Form of Notes The Notes will be issued in registered form.

The Notes will be constituted by and represented by an inscription in the Note Register.

Issue Price: 100% of the initial Principal Outstanding for each Note.

Expected Ratings: (a) Class A1 Notes:

• Not applicable;

(b) Class A2 Notes:

• AAA by Fitch; and

• Aaa by Moody’s;

(c) Class B Notes:

• A by Fitch; and

• Aa3 by Moody’s;

(d) Class C Notes:

• BBB by Fitch; and

• Baa1 by Moody’s;

(e) Class D Notes:

• BB by Fitch; and

• Baa2 by Moody’s;

(f) Class E Notes:

• B by Fitch; and

• Ba1 by Moody’s; and


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(g) Seller Notes – unrated.

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction, qualification or withdrawal at any time by the assigning rating agency. A suspension, reduction, qualification or withdrawal of the rating assigned to any Class of Notes may adversely affect the market price of the affected Notes. The ratings assigned to each Class of the Notes do not address the expected schedules of principal repayments, only that principal will be received no later than the relevant Final Maturity Date. The Designated Rating Agencies have not been involved in the preparation of this Information Memorandum.

3.6 Payment Dates and Periods for the Series

Issue Date: 23 July 2010 (or such later date as may be agreed by the Issuer and the Manager).

Rate Set Date: The Interest Rate for each Class of Notes in respect of an Interest Period will be set on the relevant Rate Set Date for that Class of Notes.

The Rate Set Date is the first day of each Interest Period.

Determination Date: The day which is 4 Business Days before each Payment Date. The first Determination Date will be 13 August2010.

Collection Period: In relation to a Payment Date, the period from (and including) the first day of the month in which the immediately preceding Payment Date occurred up to (and including) the last day of the month immediately preceding that Payment Date, provided that the first Collection Period will commence on (and include) the Cut-off Date and end on 31 July 2010.

Payment Dates: The 19th day of each month provided that the first Payment Date will be 19 August 2010. The last Payment Date for a Note is its Final Maturity Date.


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Interest Period: Each period beginning on (and including) a Payment Date and ending on (but excluding) the next Payment Date. However:

(a) the first Interest Period commences on (and includes) the Issue Date; and

(b) the last Interest Period ends on (but excludes) the Final Maturity Date.

Final Maturity Date: Class A1 Notes N/AClass A2 Notes Payment Date occurring

in February 2017Class B Notes Payment Date occurring

in February 2017Class C Notes Payment Date occurring

in February 2017Class D Notes Payment Date occurring

in February 2017Class E Notes Payment Date occurring

in February 2017Seller Notes Payment Date occurring

in February 20173.7 Call Dates of the Notes

Call Dates: The Issuer must, if so directed by the Manager (and at the Manager’s discretion), redeem the Notes on a Call Date by payment to the relevant Noteholders of the Aggregate Principal Outstanding in respect of those Notes on the date on which the redemption is to take place together with any accrued interest thereon to (but excluding) the date of redemption on the Call Date.

Call Date means:

(a) the Payment Date on which the Aggregate Principal Outstanding of the Notes is less than 10% of the Aggregate Principal Outstanding of all the Notes on the Issue Date; and

(b) each following Payment Date after the Payment Date in paragraph (a).

The Issuer must, if so directed by the Manager (and at the election of the Manager) redeem all, but not some of the Notes on a Call Date.

Taxation Redemption: If the Issuer is required to deduct an amount in respect of Taxes from a payment in respect of a Note, the Issuer may, and must if so directed by the Manager, redeem


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the Notes before their Final Maturity Date by paying to the Noteholders the Aggregate Principal Outstanding (plus any accrued interest) for the Notes.

3.8 Interest on the Notes

Interest will be paid to the Noteholders in the order of priority described in Section 9.11(“Priority of payments - Income”).

Basis of calculation: Class A1 NotesClass A2 NotesClass B NotesClass C NotesClass D NotesClass E NotesSeller Notes

Not applicableFloating-rate NotesFixed-rate NotesFixed-rate NotesFixed-rate NotesFixed-rate NotesFixed-rate Notes

Interest Rate: The Interest Rate in respect of a Class of Notes for an Interest Period will be equal to:

(a) in respect of the Class A1 Notes, not applicable;

(b) in respect of the Class A2 Notes, BBSW; and

(c) in respect of the Class B Notes, Class C Notes, Class D Notes, Class E Notes and the Seller Notes, 0.01% per annum,

plus, in each case, the applicable Margin for that Class of Notes for that Interest Period.

No interest will be payable on any Class of Notes once the Class of Notes have been redeemed.

Margin: The Margin applicable to the Notes will be:

(a) in relation to the Class A1 Notes, not applicable;

(b) in relation to the Class A2 Notes, 1.65% per annum;

(c) in relation to the Class B Notes, 0% per annum;

(d) in relation to the Class C Notes, 0% per annum;

(e) in relation to the Class D Notes, 0% per annum;

(f) in relation to the Class E Notes, 0% per annum; and


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(g) in relation to the Seller Notes, 0% per annum.

Interest Payments: Interest on the Notes will be payable in arrears oneach Payment Date.

Calculation of interest on a Payment Date:

Interest in respect of each Note will be calculated for each Interest Period as follows:

(a) the Interest Rate for that Class of Notes for that Interest Period; multiplied by

(b) the Principal Outstanding for that Note as at the first day of that Interest Period; multiplied by

(c) the Day Count Fraction,

rounded, if necessary, to the nearest cent with 0.5being rounded up.

Unpaid Interest: Interest on any unpaid interest accrues daily at the relevant Interest Rate from (and including) the date on which such unpaid interest first became payable until it is paid in full.

3.9 Repayment of Principal on the Notes

Section 3.9 (“Repayment of Principal on the Notes”) to 3.11 (“Credit Support”) (inclusive) are intended to provide only a general overview of some of the key features of the cashflow allocation methodology for the Series. Potential purchasers should refer to Section 9(“Cashflow Allocation Methodology”) for further information.

Principal Repayments: Prior to the occurrence of an Event of Default and enforcement of the Deed of Charge, principal repayments will be made to Noteholders in the order of priority set out in Section 9.13 (“Principal Distributions”).

If the Stepdown Test has not been satisfied on a Payment Date, payments of principal on the Notes will be made sequentially, first pari passu and rateably to the Class A Noteholders until the Principal Outstanding of all Class A Notes has been reduced to zero, then to the Class B Noteholders until the Principal Outstanding of all Class B Notes has been reduced to zero, then to the Class C Noteholders until the Principal Outstanding of all Class C Notes has been reduced to zero, then to the Class D Noteholders until the Principal Outstanding of all Class D Notes has been reduced to zero, then to the


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Class E Noteholders until the Principal Outstanding of all Class E Notes has been reduced to zero and then to the Seller Noteholders until the Principal Outstanding of all the Seller Notes has been reduced to zero.

If the Stepdown Test has been satisfied on a Payment Date, Noteholders of Class A Notes, Class B Notes and Class C Notes will be entitled to receive their payments pari passu and rateably with each other prior to the sequential payments described above for the Class D Notes, the Class E Notes and the Seller Notes.

Payments of principal amongst each Class of Notes will be pari passu and rateably.

Allocation of Defaulted Amounts

On each Payment Date, if there have been any Defaulted Amounts during the immediately preceding Collection Period, the aggregate amount of the Defaulted Amounts will be allocated as follows:

(a) first, to the extent that there are Defaulted Amounts which have not been reimbursed from the application of Available Income on that Payment Date, to the Seller Notes until the Stated Amount of the Seller Notes is reduced to zero;

(b) second, to the extent that there are any Defaulted Amounts outstanding after the application of paragraph (a), to the Class E Notes, until the Stated Amount of the Class E Notes is reduced to zero;

(c) third, to the extent that there are any Defaulted Amounts outstanding after the application of paragraphs (a) and (b), to the Class D Notes, until the Stated Amount of the Class D Notes is reduced to zero;

(d) fourth, to the extent that there are any Defaulted Amounts outstanding after the application of paragraphs (a), (b) and (c), to the Class C Notes, until the Stated Amount of the Class C Notes is reduced to zero;

(e) fifth, to the extent that there are any Defaulted Amounts outstanding after the application of paragraphs (a), (b), (c) and (d), to the Class B Notes, until the Stated Amount of the Class B


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Notes is reduced to zero; and

(f) finally, pari passu and rateably to the Class A1 Notes and the Class A2 Notes, until the Stated Amount of the Class A1 Notes and the Class A2 Notes is reduced to zero.

Amounts charged off may be reinstated in accordance with Section 9.16 (“Reimbursement of Note Charge-Offs”).

3.10 Liquidity Support

Principal Draw: If the Issuer determines on any Determination Date that the aggregate of the Income Collections for the preceding Collection Period are not sufficient to meet the Required Payments on the next following Payment Date in full (this is called a “Liquidity Shortfall”), then an amount of the Principal Collections held by the Issuer will be applied to meet that shortfall. This is called a Principal Draw.

Amounts of Principal Collections used in this way will be reimbursed from Available Income to the extent that funds are available in subsequent Interest Periods to do so.

Servicer Reserve Fund: The Issuer will be required to establish a ServicerReserve Fund to the extent of the Servicer Reserve Fund Required Amount if, and for as long as, the Servicer’s parent company does not have a rating of at least Baa2 from Moody’s and BBB from Fitch. If, following a subsequent increase in the rating of the Servicer’s parent company, the Issuer is no longer required to maintain the Servicer Reserve Fund then the Issuer may terminate the Servicer Reserve Fund and all amounts standing to the credit of the Servicer Reserve Fund Ledger will then be treated as part of Total Principal Collections on the next following Payment Date. In addition, following a reduction in the ServicerReserve Fund Required Amount, amounts standing to the credit of the Servicer Reserve Fund Ledger in excess of the Servicer Reserve Fund Required Amount will then be treated as part of Total Principal Collections on the next following Payment Date.

The Servicer Reserve Fund, if required to be funded, will be funded from Total Principal Collections.

The Servicer Reserve Fund will be drawn on Payment


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Dates only to meet timing differences in the Issuer’s payment obligations under Section 9.11 (“Priority of payments - Income”) (such drawing being a “ServicerReserve Fund Draw”), being the Required Payments which are unable to be met by Income Collections and any Principal Draw on that Payment Date.

Servicer Reserve Fund Draws will be repaid pursuant to Section 9.11 (“Priority of payments - Income”).

Liquidity Reserve: From the proceeds of the issue of the Notes, the Issuer will apply an amount equal to the greater of A$500,000and 1% of the initial Aggregate Principal Outstanding of the Notes to fund the Liquidity Reserve. Following a reduction in the Liquidity Reserve Required Amount, amounts in excess of the Liquidity Reserve Required Amount standing to the credit of the Liquidity Reserve will then be treated as part of the Total Principal Collections on the next following Payment Date.

The Liquidity Reserve will be drawn on Payment Dates only to meet timing differences in the Issuer’s payment obligations under Section 9.11 (“Priority of payments -Income”), being the Required Payments which are unable to be met by Income Collections, any Principal Draw and any Servicer Reserve Fund Draw on that Payment Date.

Drawings under the Liquidity Reserve will be repaid pursuant to Section 9.11 (“Priority of payments -Income”).

3.11 Credit Support

The Notes will have the benefit of credit support as follows:

Excess Income: Where there is a loss under a Motor Receivable,represented by a Defaulted Amount, the Issuer will apply amounts of Available Income (to the extent it is available) towards Total Principal Collections.

Subordination of Notes: Unless the Stepdown Test has been satisfied prior to the occurrence of an Event of Default and enforcement of the Deed of Charge, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Seller Notes will be subordinated and will rank behind the Class A Notes in respect of payment of interest and principal both before and after an Event of Default. Payments of principal and interest under the Class A


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Notes will rank pari passu and rateably amongst themselves.

Unless the Stepdown Test has been satisfied prior to the occurrence of an Event of Default and enforcement of the Deed of Charge, the Class C Notes, the Class D Notes, the Class E Notes and the Seller Notes will be subordinated and will rank behind the Class B Notes in respect of payment of interest and principal both before and after an Event of Default.

In respect of the Class C Notes, the Class D Notes, the Class E Notes and the Seller Notes will be subordinated and will rank behind the Class C Notes in respect of payment of interest and principal both before and after an Event of Default.

In respect of the Class D Notes, the Class E Notes and the Seller Notes will be subordinated and will rank behind the Class D Notes in respect of payment of interest and principal both before and after an Event of Default.

In respect of the Class E Notes, the Seller Notes will be subordinated and will rank behind the Class E Notes in respect of payment of interest and principal both before and after an Event of Default.

If the Stepdown Test has been satisfied on a Payment Date prior to the occurrence of an Event of Default and enforcement of the Deed of Charge, Noteholders of Class A Notes, Class B Notes and Class C Notes will be entitled to receive their payments of principal pari passu and rateably with each other prior to the sequential payments described above for the Class D Notes, the Class E Notes or the Seller Notes.

The Issuer will make payments of interest and principal in the order of priority set out in Section 9 (“Cashflow Allocation Methodology”). The Issuer will only make a payment to a person under Section 9 (“Cashflow Allocation Methodology”) to the extent that the Issuer has sufficient funds available to it at the time to do so when the amounts due and payable to persons in the preceding paragraphs of those sections, or those clauses, have been paid in full.

3.12 Hedging

Interest Rate Swap: The cashflows in relation to Motor Receivables are


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referable to a fixed rate of return and will be hedged by the Issuer to provide a floating rate return referable to BBSW. For more information see Section 11.10(“Interest Rate Swap”).

3.13 Miscellaneous

Collection Account: The Issuer must immediately following the execution of the Series Supplement establish the Collection Account in respect of the Series with an Eligible Bank.

Payments into Collection Account:

The Series Supplement requires that all payments received by or on behalf of the Issuer be paid into the Collection Account.

Listing: The Manager intends to list the Class A2 Notes on the Australian Securities Exchange. It is not intended that any other Notes will be listed on any securities exchange.

Selling Restrictions: The offering, sale and delivery of the Notes and the distribution of this Information Memorandum and other material in relation to the Notes are subject to such restrictions as may apply in any jurisdiction in connection with the offering and sale of the Notes. See Section 13 (“Selling Restrictions”).

Governing Law: The Notes and each Transaction Document will be governed by the laws of New South Wales, Australia.

Transfer: Notes may be transferred in whole but not in part.

As at the date of this Information Memorandum, the minimum aggregate consideration payable on each transfer of Notes within, to or from Australia must be at least A$500,000 (or its equivalent in another currency) (disregarding amounts lent by the transferor or its associates to the transferee) or the offer or invitation resulting in transfer must not otherwise require disclosure to be made in accordance with Part 6D.2 of the Corporations Act or Part 7.9 of the Corporations Act.

Notes that are transferred entirely in a jurisdiction outside of Australia may only be transferred in accordance with the laws of the jurisdiction in which transfer takes place.

The Notes may be lodged in Austraclear or any other clearing system, in which case all dealings (including transfers) and payments in relation to interests in the


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Notes so lodged will be governed by regulations of Austraclear or that clearing system.

Business Day Convention Unless the contrary intention appears, in this Information Memorandum a reference to a particular date is a reference to that date adjusted in accordance with the Business Day Convention.

3.14 Security

Charges The obligations of the Issuer in respect of the Series are secured by a fixed and floating charge granted by the Issuer over the Series Assets of the Series in favour of the Security Trustee under the Deed of Charge for the Series and the Master Security Trust Deed.

3.15 Taxes

Withholding Tax Other than as specified in the terms and conditions of the Notes, all payments in respect of Notes will be made without set-off or counterclaim and free and clear of, and without deduction for, or on account of, any present or future taxes, levies, duties, charges of any nature imposed, levied, collected, withheld or assessed by, or any taxing authority of, or in, any jurisdiction unless such withholding or deduction is required by law.

If withholding or deduction is required by law, the Issuer (or another entity such as the Security Trustee ) will account to the relevant authority for the amount required to be withheld or deducted and no additional amounts in respect of such withholding or deduction will be paid to the relevant holder.

Other taxes For a brief summary of the material Australian tax consequences see Section 12 (“Taxation Considerations”). However, prospective purchaserswho are in any doubt as to the taxation consequences of investing in Notes should obtain their own taxation advice.


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4 Terms and Conditions of the Notes

Important note: Although the Conditions and the Transaction Documents contemplate, and contain references to Class A1 Notes, the Issuer will not issue any Class A1 Notes and accordingly no amounts will be due and payable in respect of those Notes. Therefore, all references to those Notes and related concepts will not be relevant in respect of the Issuer and the transactions described in this Information Memorandum and as contemplated in the Transaction Documents.

Part 1 Introduction

The terms and conditions of the Notes are set out in this Section 4 (“Terms and Conditions of the Notes”).

1 Definitions

1.1 Definitions

Capitalised terms have the meaning given to those terms in Section 16 (“Glossary of Terms”).

1.2 Other interpretation provisions

Clauses 1.2 (“References to certain general terms”) to 1.4 (“Headings”) of the Master Trust Deed apply to these Conditions.

1.3 Business Day Convention

Unless the contrary intention appears, in these Conditions a reference to a particular date is a reference to that date adjusted in accordance with the applicable Business Day Convention.

1.4 References to principal and interest

Unless the contrary intention appears, in these Conditions:

(a) any reference to “principal” in the context of a Note is taken to include the Principal Outstanding of the Note and any other amount in the nature of principal payable in respect of the Note under these Conditions; and

(b) any reference to “interest” in the context of a Note is taken to include any interest and any amount in the nature of interest payable in respect of the Note under these Conditions.

2 Introduction

2.1 Classes of Notes

On the Issue Date for each Class of Notes, the Issuer will issue Notes in the Classes and for the initial Aggregate Principal Outstanding for the Notes.


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2.2 Denomination

The Notes have their initial Denomination.

2.3 Currency

Notes are denominated in Australian dollars.

2.4 Austraclear System

Notes may be held in the Austraclear System. If Notes are held in the Austraclear System, the rights of each Noteholder and any other person holding an interest in thoseNotes are subject to the rules and regulations of the Austraclear System. The Issuer is not responsible for anything the Austraclear System does or omits to do.

Part 2 The Notes

3 Form

3.1 Constitution

The Notes are secured, limited recourse debt obligations of the Issuer constituted by, and owing under, the Note Deed Poll.

3.2 Registered form

Notes are issued in registered form by entry in the Note Register for the Series.

No certificates will be issued in respect of any Notes unless the Issuer determines that certificates should be issued or any applicable law requires them.

3.3 Effect of entries in Note Register

Each entry in the Note Register for the Series in respect of a Note constitutes:

(a) an irrevocable undertaking by the Issuer to the Noteholder to:

(i) pay principal, any interest and any other amounts payable in respect of the Note in accordance with these Conditions; and

(ii) comply with the other conditions of the Note; and

(b) an entitlement to the other benefits given to the Noteholder in respect of the Note under these Conditions.

3.4 Note Register conclusive as to ownership

Entries in the Note Register for the Series in relation to a Note are conclusive evidence that the person entered as the Noteholder of that Note is the absolute owner of the Note


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or, if two or more persons are entered as joint Noteholders, they are the joint owners of the Note subject to correction for fraud, error or omission.

3.5 Non-recognition of interests

Except as ordered by a court of competent jurisdiction or required by law, the Issuer must treat the person whose name is entered as the Noteholder of a Note in the Note Register for the Series as the absolute owner of that Note.

No notice of any trust or other interest in, or claim to, any Note will be entered in the Note Register for the Series. The Issuer need not take notice of any trust or other interest in, or claim to, any Note, except as ordered by a court of competent jurisdiction or required by law.

This condition applies whether or not a Note is overdue.

3.6 Joint Noteholders

If two or more persons are entered in the Note Register for the Series as joint holders of aNote, they are taken to hold the Note as joint tenants with rights of survivorship. However, the Issuer is not bound to register more than four persons as joint Noteholders.

3.7 Copies of Note Deed Poll to Noteholders

If a Noteholder requires a copy of the Note Deed Poll in connection with any proceeding brought by the Noteholder before a court, authority, commission or arbitrator in relation to its rights in connection with a Note, it may request a copy from the Issuer. If the Issuer receives a request, it must give the Noteholder a copy of the Note Deed Poll (or ensure that the Noteholder is given a copy of the Note Deed Poll) within 14 days after receiving the request.

4 Status

4.1 Status

Notes are direct, secured obligations of the Issuer. The Issuer’s obligation to repay the Aggregate Principal Outstanding of the Notes is subject to condition 17 (“Limitation of liability”).

4.2 Ranking

Notes of each Class rank equally among themselves.

4.3 Security

The Charge for the Series secures the Issuer’s obligations in respect of the Notes.

5 Transfer of Notes

5.1 Transfer


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Noteholders may only transfer Notes in accordance with these Conditions.

5.2 Title

Title to Notes passes when details of the transfer are entered in the Note Register for the Series.

5.3 Transfers in whole

Noteholders may only transfer Notes in whole.

5.4 Compliance with laws

Noteholders may only transfer Notes if:

(a) the offer or invitation giving rise to the transfer is not:

(i) an offer or invitation which requires disclosure to investors under Part 6D.2 or Part 7.9 of the Corporations Act; or

(ii) an offer to a retail client for the purposes of Chapter 7 of the Corporations Act; and

(b) the transfer complies with any applicable law or directive of the jurisdiction where the transfer takes place.

5.5 No transfers to unincorporated associations

Noteholders may not transfer Notes to an unincorporated association.

5.6 Transfer procedures

Interests in Notes held in the Austraclear System may only be transferred in accordance with the rules and regulations of the Austraclear System.

Notes not held in the Austraclear System may be transferred by sending a transfer form to the Specified Office of the Issuer.

To be valid, a transfer form must be:

(a) in the form provided by the Issuer;

(b) duly completed and signed by, or on behalf of, the transferor and the transferee; and

(c) accompanied by any evidence the Issuer may require to establish that the transfer form has been duly signed.

No fee is payable to register a transfer of Notes so long as all applicable Taxes in connection with the transfer have been paid.


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5.7 CHESS

Notes listed on the ASX are not:

(a) transferred through, or registered on, the Clearing House Electronic Subregister System operated by the ASX; or

(b) “Approved Financial Products” (as defined for the purposes of that system).

5.8 Transfers of unidentified Notes

If a Noteholder transfers some but not all of the Notes it holds and the transfer form does not identify the specific Notes transferred, the Issuer may choose which Notes registered in the name of Noteholder have been transferred. However, the Aggregate Principal Outstanding of the Notes registered as transferred must equal the Aggregate Principal Outstanding of the Notes expressed to be transferred in the transfer form.

Part 3 Interest

6 Interest

6.1 Interest

Each Note bears interest on its Principal Outstanding from (and including) its Issue Date to (but excluding) its Final Maturity Date at the Interest Rate of that Note.

Interest is payable in arrears on each Payment Date.

6.2 Interest Rate determination

The Manager must determine the Interest Rate for any Note for an Interest Period in accordance with these Conditions.

6.3 Interest Rate

The Interest Rate for the Class A2 Notes for each Interest Period is, subject to condition 6.6 (“Interpolation”), the sum of the Margin for the Class A2 Notes and BBSW and the Interest Rate for the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Seller Notes is the sum of the Margin for that Class of Notes and 0.01% per annum.

6.4 Fallback Interest Rate

If the Manager is unable to determine the Interest Rate for any Note for an Interest Period, the Interest Rate for that Note for that Interest Period is the same as the Interest Rate for the Note for the Interest Period which immediately precedes it.


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6.5 Calculation of interest payable on Notes

As soon as practicable after determining the Interest Rate for any Note for an Interest Period, the Manager must calculate the amount of interest payable on that Note for the Interest Period.

The amount of interest payable is calculated by multiplying the Interest Rate for the Interest Period, the Principal Outstanding of the Note on the first day of that Interest Period after any repayment of principal on that day and the applicable Day Count Fraction.

6.6 Interpolation

In respect of the first Interest Period, the Manager must determine the Interest Rate for the Class A2 Notes for that Interest Period using straight line interpolation by reference to two bank bill rates.

The first rate must be determined as if the Interest Period were the period of time for which rates are available next shorter than the length of the Interest Period.

The second rate must be determined as if the Interest Period were the period of time for which rates are available next longer than the length of the Interest Period.

6.7 Notification of Interest Rate, Payment Date and other things

If the Manager determines or calculates an Interest Rate, a Payment Date, the amount of interest payable on a Payment Date or any other amount, payable under the Notes, it must notify the Issuer, the Noteholders and any stock exchange or other relevant authority on which the Notes are listed. The Manager must give notice as soon as practicable after making its determination or calculation. However, it must notify the Interest Rate for an Interest Period, the next Payment Date and the amount of interest payable on that Payment Date by the fourth Business Day of the Interest Period.

If any Interest Period or calculation period changes, the Manager may amend its determination or calculation of any rate, amount, date or other thing (or make appropriate alternative arrangements by way of adjustment). If the Manager amends any determination or calculation, it must notify the Issuer, the Noteholders and any stock exchange or other relevant authority on which the Notes are listed. The Manager must give notice as soon as practicable after amending its determination or calculation.

6.8 Determination and calculation final

Except where there is an obvious or manifest error, any determination or calculation the Manager makes in accordance with these Conditions is final and binds the Issuer and each Noteholder.


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6.9 Rounding

For any determination or calculation required under these Conditions:

(a) all percentages resulting from the determination or calculation must be rounded to the nearest one hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to 0.00001 per cent.); and

(b) all amounts that are due and payable resulting from the determination or calculation must be rounded (with halves being rounded up) to:

(i) in the case of Australian dollars, one cent; and

(ii) in the case of any other currency, the lowest amount of that currency available as legal tender in the country of that currency; and

(c) all other figures resulting from the determination or calculation must be rounded to four decimal places (with halves being rounded up).

Part 4 Redemption and purchase

7 Redemption

7.1 Final Redemption

(a) The Issuer agrees to repay the Principal Outstanding of each Note on or before its Final Maturity Date

(b) Each Note will be finally redeemed, and the obligations of the Issuer with respect to the payment of the Principal Outstanding of each Note will be finally discharged, on:

(i) the date upon which the Principal Outstanding of such Note is reduced to zero; or

(ii) if the Series Assets of the Series are insufficient to redeem the Notes for the Aggregate Principal Outstanding of all Notes where:

(A) the Issuer completes a sale and realisation of all Series Assets of the Series in accordance with clause 11 (“Call Option”) of the Receivables Acquisition and Servicing Agreement and the proceeds of that sale and realisation are applied, to the extent available, to repay the Principal Outstanding of such Note; or

(B) all of the Series Assets of the Series are disposed of in full following an Event of Default and the enforcement of the Deed of Charge in accordance with the Security Trust Deed and the Deed of Charge and the proceeds of that disposal are applied in


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accordance with Section 9.14 (“Application of proceeds following an Event of Default”),

the date of that application under paragraph (A) or (B) (as applicable).

7.2 Principal Pass Through

The Issuer agrees to pay to each Noteholder in partially redeeming each Note on each Payment Date, the amount expressed to be available for that purpose in accordance with Section 9 (“Cashflow Allocation Methodology”).

7.3 Call Option

(a) The Issuer must, if so directed by the Manager (and at the election of the Manager), redeem all, but not some of, the Notes on a Call Date by payment to the relevant Noteholders of the Aggregate Principal Outstanding in respect of those Notes on the date on which the redemption is to take place, together with accrued interest (if any) thereon to (but excluding) the date of redemption on the Call Date.

(b) The Manager must provide the relevant Noteholders with at least 20 Business Days notice of the relevant Call Date on which Notes are to be redeemed pursuant to any direction given to the Issuer of its intention to redeem any Notes in accordance with paragraph (a). There are no other conditions precedent that will apply to that redemption.

7.4 Early redemption for taxation reasons

If the Issuer is required under condition 9.2 (“Withholding tax”) of these Conditions to deduct an amount in respect of Taxes from a payment in respect of a Note, the Issuer may and must, if so directed by the Manager, redeem the Notes before their Final Maturity Date by paying to the Noteholders the Principal Outstanding (and any accrued interest) on the Notes.

However, the Issuer may only redeem the Notes under this condition 7.4 if:

(a) between 15 and 60 days before the proposed redemption date, the Manager notifies the proposed redemption to the Noteholders and any stock exchange or other relevant authority on which the Notes are listed; and

(b) before the Manager gives notice of the proposed redemption, the Manager provides the Issuer with an opinion of independent legal or tax advisers of recognised standing in its jurisdiction of incorporation confirming that it would be required under condition 9.2 (“Withholding tax”) to deduct an amount from the next payment due in respect of the Notes.

For any redemption under this condition 7.4:

(i) a proposed redemption date must be a Payment Date; and


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(ii) no notice of any proposed redemption may be given more than 40 days before the Payment Date occurring immediately before the first date on which the Issuer would be required under condition 9.2 (“Withholding tax”) to deduct an amount from a payment in respect of the Notes.

The Issuer may only redeem all (and not some) of the Notes under this condition 7.4.

7.5 Effect of redemption notice

Any redemption notice given by the Manager under this condition 7 (“Redemption”) is irrevocable.

7.6 Late payments

If the Issuer does not pay an amount payable in respect of a Note under this condition 7 (“Redemption”) on the due date, then the Issuer agrees to pay interest on the unpaid amount at the last applicable Interest Rate.

Interest payable under this condition 7.6 accrues daily from (and including) the due date to (but excluding) the date the Issuer actually pays and is calculated using the applicable Day Count Fraction.

Part 5 Payments

8 Payments

8.1 Payments to the Noteholders

The Issuer agrees to pay interest or principal on a Note and to the person who is the Noteholder at 4.00 pm in the place where the Note Register for the Series is maintained on the Record Date.

8.2 Payments to accounts

The Issuer agrees to make payments in respect of a Note:

(a) if the Note is held in the Austraclear System, by crediting on the Payment Date, the amount due to the account previously notified by the Austraclear System to the Issuer in accordance with the Austraclear System’s rules and regulations in the country of the currency in which the Note is denominated; and

(b) if the Note is not held in the Austraclear System, subject to condition 8.3 (“Payments by cheque”), by crediting on the Payment Date, the amount due to an account previously notified by the Noteholder to the Issuer in the country of the currency in which the Note is denominated.


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8.3 Payments by cheque

If a Noteholder has not notified the Issuer of an account to which payments to it must be made by close of business in the place where the Note Register for the Series is maintained on the Record Date, the Issuer may make payments in respect of the Notes held by that Noteholder by cheque.

If the Issuer makes a payment in respect of a Note by cheque, the Issuer agrees to send the cheque by prepaid ordinary post on the Business Day immediately before the due date to the Noteholder (or, if two or more persons are entered in the Note Register for the Series as joint Noteholders of the Note, to the first named joint Noteholder) at its address appearing in the Note Register for the Series at close of business in the place where the Note Register is maintained on the Record Date.

Cheques sent to a Noteholder are sent at the Noteholder’s risk and are taken to be received by the Noteholder on the due date for payment. If the Issuer makes a payment in respect of a Note by cheque, the Issuer is not required to pay any additional amount (including under condition 7.6 (“Late payments”)) as a result of the Noteholder not receiving payment on the due date in immediately available funds.

8.4 Payments subject to law

All payments are subject to applicable law. However, this does not limit condition 9 (“Taxation”).

8.5 Currency indemnity

The Issuer waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if a Noteholder receives an amount in a currency other than that in which it is due:

(a) it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its costs in connection with the conversion; and

(b) the Issuer satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained from the conversion after deducting the costs of the conversion.

9 Taxation

9.1 No set-off, counterclaim or deductions

The Issuer agrees to make all payments in respect of a Note in full without set-off or counterclaim, and without any withholding or deduction in respect of Taxes, unless required by law.


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9.2 Withholding tax

If a law requires the Issuer to withhold or deduct an amount in respect of Taxes from a payment in respect of a Note, the Issuer agrees to withhold or deduct the amount. The Issuer is not liable to pay any additional amount to the Noteholder in respect of any such withholding or deduction.

10 Time limit for claims

A claim against the Issuer for a payment under a Note is void unless made within 10 years (in the case of principal) or 5 years (in the case of interest and other amounts) from the date on which payment first became due.

Part 6 Events of Default

11 Events of Default

11.1 Events of Default

The Events of Default for the Series are set out in Section 11.5 (“The Security Trust”) of this Information Memorandum.

11.2 Security Trustee

The Master Security Trust Deed contains provisions relating to the role of the Security Trustee following an Event of Default, the calling of meetings of Voting Secured Creditors and the enforcement of the Deed of Charge.

12 Manager

The Manager is not an agent or trustee for the benefit of, or has any fiduciary duty to or other fiduciary relationship with, any Noteholder.

13 Meetings of Secured Creditors

The Meetings Provisions have effect as if they were set out in full in these Conditions. The Meetings Provisions contain provisions for convening meetings of the Secured Creditors of the Series to consider any matter affecting their interests, including any variation of these Conditions.

14 Variation

These Conditions may only be varied in accordance with the Master Security Trust Deed.

15 Notices and other communications

15.1 Notices to the Noteholders

All notices and other communications to Noteholders must be in writing and must be:


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(a) sent by prepaid post (airmail, if appropriate) to the address of the Noteholder (as shown in the Note Register for the Series at close of business in the place where the Note Register for the Series is maintained on the day which is 3 Business Days before the date of the notice or communication); or

(b) given by an advertisement published in the Australian Financial Review or The Australian.

15.2 Notices to the Issuer

All notices and other communications to the Issuer or the Manager must be in writing and may be left at the address of, or sent by prepaid post (airmail, if appropriate) to, the Issuer’s or the Manager’s Specified Office.

15.3 When effective

Communications take effect from the time they are received or taken to be received (whichever happens first) unless a later time is specified in them.

15.4 When taken to be received

Communications are taken to be received:

(a) if published in a newspaper, on the first date published in all the required newspapers; or

(b) if sent by post, five days after posting (or seven days after posting if sent from one country to another).

16 Governing law

16.1 Governing law and jurisdiction

These Conditions are governed by and construed in accordance with the laws in force in New South Wales. The Issuer and each Noteholder submit to the non-exclusive jurisdiction of the courts of that place.

16.2 Serving documents

Without preventing any other method of service, any document in any court action in connection with any Notes may be served on the Issuer by being delivered to or left at the Issuer’s address for service of notices in accordance with the Master Security Trust Deed or on a Noteholder by being delivered to or left at the Noteholder’s address for service of notices in accordance with condition 15 (“Notices and other communications”).

17 Limitation of Liability

The Issuer’s limitation of liability set out in Section 11.9 (“Limited recourse and limited liability of Issuer”) of this Information Memorandum applies to these Conditions and the Issuer’s liability under the Notes. Each Noteholder, by subscribing for any Note, acknowledges that the Issuer will not be taken to be fraudulent, grossly negligent or


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engaged in wilful misconduct purely because the Issuer has relied on the Manager’s preparation of this Information Memorandum.


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5 Certain Special ConsiderationsAn investment in the Notes involves certain risks. The Manager believes that certain aspects of the risk issues described below are some of the principal issues of which Noteholders should be aware. However, the ability of the Issuer to pay interest or repay principal on the Notes may also depend on other factors and prospective Noteholders should be aware that the credit and risk issues described below are not exhaustive. Prospective Noteholders should carefully consider the following factors in addition to the matters set out elsewhere in this Information Memorandum before investing in the Notes. Prospective Noteholders should review the Transaction Documents and analyse any particular risks for that Series carefully.

5.1 Are the Notes an appropriate investment?

The Notes may only be an appropriate investment for those who:

(a) have the requisite knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Notes and the rights attaching to the Notes;

(b) are acquiring the Notes for their own account for investment and not with a view to resell, distribute or otherwise dispose of the Notes;

(c) understand that there may not be a secondary market for the Notes and they therefore may not be able to transfer the Notes for a substantial period of time, if at all; and

(d) are capable of bearing the economic risk of an investment in the Notes for an indefinite period of time.

5.2 Limited Recourse

The Notes are debt obligations of the Issuer as trustee of the Trust and in respect of the Series. They are issued with the benefit of, and subject to the Note Deed Poll, the MasterTrust Deed, the Master Security Trust Deed, the Series Supplement and the Deed of Charge in respect of the Series.

The Issuer will issue the Notes in its capacity as trustee of the Trust in respect of the Series and will be entitled to be indemnified out of the Series Assets of the Series for all payments of interest and principal in respect of the Notes. The liability of the Issuer under the Notes is limited to the Series Assets of the Series. Except in the case of, and to the extent that the Issuer’s right of indemnification against the Series Assets of the Series is reduced as a result of fraud, gross negligence or wilful misconduct, no rights may be enforced against the Issuer in its personal capacity by any person and no proceedings may be brought against the Issuer in its personal capacity except to the extent of the Issuer’s right of indemnity and reimbursement out of the Series Assets of the Series in respect of the Trust. Accordingly, a Noteholder’s recourse against the Issuer with respect to the Notes is limited to the amount by which the Issuer is indemnified from the Series Assets of the Series in respect of the Trust. Each Noteholder, by subscribing for any Note,


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acknowledges that the Issuer will not be taken to be fraudulent, grossly negligent or engaged in wilful misconduct purely because the Issuer has relied on the Manager’s preparation of preparing this Information Memorandum.

In no circumstances, either before or after the occurrence of an Event of Default in respect of the Series, will the Noteholder of a Note have recourse to the assets of any Other Series.

Upon the occurrence of an Event of Default in respect of the Series, the Security Trusteewill be entitled to enforce the Deed of Charge in respect of the Series and apply the Series Assets of the Series which are charged in favour of the Security Trustee for the benefit of the Secured Creditors of the Series (which term includes the relevant Noteholders). The Security Trustee may incur costs in enforcing the Deed of Charge, with respect to which the Security Trustee will be entitled to indemnification. Any such indemnification will reduce the amounts available to pay interest on, and repay principal of, the Notes of the Series.

5.3 Limited Series Assets

The Series Assets of the Series primarily consist of the Motor Receivables and Related Documents held by the Issuer in respect of the Series and the Issuer’s rights under the Transaction Documents for that Series. If the Series Assets of the Series are not sufficient to make payments of interest or principal on the Notes, then payments to Noteholders will be reduced.

The rights of the Secured Creditors as beneficiaries under the applicable Security Trust are restricted. In particular, the Secured Creditors have only limited rights with respect to the direction and removal of the Manager and the Security Trustee, and the winding up of the Trust.

5.4 Secondary Market Risk

There is no assurance that any secondary market for the Notes will develop or, if one does develop, that it will provide liquidity of investment or will continue for the life of the Notes.

Further, secondary market risk is amplified during major disruptions in the capital markets and such disruptions may occur as a result of contagion from sectors which appear unrelated to the Notes. Certain financial disruptions, political disruptions and acts of God have led to disruptions in the credit and equity markets. If these events continue or were to occur it would impact on the ability to sell Notes.

There is no certainty that the secondary market in relation to the Notes will recover or whether the price of the Notes will be affected by matters which are unrelated to the credit quality of the Notes.

No assurance can be given that it will be possible to effect a sale of the Notes, nor can any assurance be given that, if a sale takes place, it will not be at a discount to the acquisition price.


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5.5 Timing of Principal Distributions

Set out below is a description of some circumstances in which the Issuer may receive early or delayed or no repayments of principal on the Series Assets of the Series and, as a result of which, the Notes of the Series will repay principal early or later or not at all and accordingly, the Noteholders of the Notes of the Series may receive repayments of principal on the Notes of the Series earlier or later than would otherwise have been the case or may not receive repayments of principal at all:

(a) the receipt of enforcement proceeds by the Issuer due to an Obligor having defaulted on a Motor Receivable;

(b) Obligors choosing to refinance their Motor Receivable; and

(c) the occurrence of an Event of Default and enforcement of the Charge in respect of the Series.

5.6 Delinquency and Default Risk

If the Obligors fail to make payments under the Motor Receivables that form part of the Series Assets of the Series when due, there is a possibility that the Issuer may have insufficient funds available to it to make full payments of interest and principal to Noteholders in respect of the Series.

The Issuer’s obligation to pay interest and to repay principal in respect of the Notes of the Series in full is limited by reference to, amongst other things, receipts under or in respect of the relevant Motor Receivables.

In respect of any payments in respect of the Notes of the Series, the Noteholders must rely on Obligors making scheduled payments of interest and principal under the Motor Receivables and, in the case of default the receipt of any enforcement proceeds.

A wide variety of factors of a legal, economic, political or other nature could affect the performance of Obligors in making payments under the Motor Receivables. In particular, if interest rates increase significantly, Obligors may experience distress and an increase in default rates on the Motor Receivables may result. Under Australia’s Consumer Credit Code, among other remedies, a court may order a Motor Receivable to be varied on the grounds of hardship. Any such variance may reduce the amounts payable under a particular Motor Receivable.

If an Obligor defaults on payments under a Motor Receivable (including any bullet repayments of principal) and the Servicer, on behalf of the Issuer, enforces the Motor Receivable and takes possession of the relevant Related Vehicle, many factors may affect the price at which the property is sold and the length of time taken to complete that sale. Any delay or loss incurred in this process may affect the ability of the Issuer to make payments, and the timing of those payments, in respect of the Notes of the Series.


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5.7 Equitable Assignment

The Motor Receivables and Related Documents will be assigned to the Issuer by way of sale, transfer or assignment to the Issuer by equitable assignment. Unless and until a Protection of Title Event occurs, the Issuer might not be able to:

(a) take any steps to perfect its title to those Motor Receivables and Related Documents; or

(b) disclose any information in respect of any sale, transfer or assignment, or give any notice to, or communicate with, any Obligor,

except in accordance with the agreements relating to the assignment, the Master Trust Deed, the Master Security Trust Deed, the Receivables Acquisition and Servicing Agreement and the Series Supplement.

The delay in the notification to an Obligor of the assignment of the Motor Receivables and Related Documents to the Issuer may have the following consequences:

(a) until an Obligor, guarantor or security provider has notice of the assignment, such person is not bound to make payment to anyone other than the Seller and can obtain a valid discharge from the Seller;

(b) until an Obligor, guarantor or security provider has notice of the assignment, rights of set-off or counterclaim may accrue in favour of an Obligor, guarantor or security provider against its obligations under the Motor Receivables and Related Documents which may result in the Issuer receiving less money than expected from the Motor Receivables and Related Documents. Certain of the Seller’s Receivables Contracts related to secured loans do not have a contractual provision where the Obligor’s right of set-off is excluded. There is therefore a risk that if the Obligor had a claim against the Seller that this could be set-off against amounts owing under the relevant Receivable Contract. However this risk is mitigated given that the Seller:

(i) does not take deposits from Obligors; and

(ii) does not provide services to those Obligors other than the provision of finance;

(c) for so long as the Issuer holds only an equitable interest in the Motor Receivables and Related Documents, the Issuer’s interest in the Motor Receivables and Related Documents may become subject to the interests of third parties created after the creation of the Issuer’s equitable interest but prior to it acquiring a legal interest; and

(d) for so long as the Issuer holds only an equitable interest in the Motor Receivables and Related Documents, the seller must be a party to any legal proceedings against any Obligor, guarantor or security provider in relation to the enforcement of any Motor Receivables and Related Documents.


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Further, a single judge of the Federal Court of Australia has recently held in Goodridge v Macquarie Bank Limited (ABN 46 008 583 542) and Leveraged Equities Limited [2010] FCA 67 (“Goodridge”) that rights under a loan contract are not capable of assignment where they are inherent and necessary to both the assignor's rights and its obligations under the whole loan and security arrangements. The Goodridge decision relates to margin loans, rather than motor vehicle loans, where there was an obligation by the bank to provide additional funding to the borrowers in certain circumstances and in respect of which it had certain rights. CFAL has very limited, if any, continuing obligations under the Motor Receivables given that CFAL is under no obligation to provide redraws and further advances to obligors. Further, the rights associated with any such obligations are not linked to the obligations in the way described in the Goodridge decision and for that reason the decision should be distinguished.

5.8 Consumer credit legislation

Consumer Credit Code

The Consumer Credit Code (“CCC”) took effect in all states (except Tasmania) and territories of Australia on 1 November 1996, and in Tasmania on 1 March 1997. Some of the Motor Receivables are regulated under the CCC. Under the terms of the CCC, CFALis a “credit provider” with respect to regulated Motor Receivables, and as such is exposed to civil and criminal liability for certain violations.

Under the CCC, an Obligor of a regulated Motor Receivable may have the right to apply to a court to:

(a) vary their Motor Receivable on the grounds of hardship or that it is an unjust contract;

(b) reduce or cancel any interest payable on the Motor Receivable which is unconscionable;

(c) have certain provisions of the Motor Receivable or Related Documents which are in breach of the legislation declared unenforceable; or

(d) obtain restitution or compensation from the Issuer in relation to any breach of the CCC.

Commonwealth credit regulation

The National Consumer Credit Protection Act (“NCCP Act”) received Royal Assent on 23 December 2009.

The NCCP Act expands the scope of credit that is regulated in Australia. Additionally a licensing system covers a wide range of participants in the provision of credit and imposes a range of new general obligations on them. For example legislated training obligations, requirements in relation to conflicts of interest, membership of an external dispute resolution scheme and disclosure obligations are required of participants in the provision of credit. This includes the credit providers as well as other persons such as brokers, lenders and lessors.


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The NCCP Act includes a new “National Credit Code” (“NCC”) which is generally similar to the CCC however is not identical. For example the threshold up to which hardship applications can be made is proposed to be increased, satisfying presumptions about when the NCC does not apply is more difficult and new default notice requirements have been introduced before a credit contract can be enforced.

Under the NCCP Act the Australian Securities and Investments Commission (“ASIC”) will be the relevant regulator in relation to credit and will have a broader range of enforcement powers. Among other powers, ASIC will be able to seek court declarations and seek civil penalties as well as make its own orders in relation to specific matters.

The NCCP Act (and the NCC) will apply to existing credit contracts regulated by the CCC subject to some exclusions and exemptions.

Where an increase is made to the credit provided under a Receivables Contract regulated by the NCCP Act, CFAL will be required to act in accordance with the requirements of these laws including acting responsibly in providing an increase to credit. CFAL will need to be licensed in order to provide credit under the NCCP Bill and will need to meet conduct and disclosure obligations as well as be a member of an external dispute resolution scheme.

Failure to comply with the NCCP Act gives rise to a wide range of remedies including those listed above in relation to the CCC and more extensive powers to award compensation or declare the whole or part of the contract void.

Unfair terms

On 10 June 2009, Victoria extended its unfair terms regime (contained in Part 2B of the Fair Trading Act 1999 (Vic)) to apply to Consumer Credit Code regulated credit contracts, which had previously been excluded. Under the Victorian regime, a term in a consumer contract is unfair and therefore void if it is a prescribed unfair term or if a court or Tribunal determines that in all the circumstances it causes a significant imbalance in the parties’ rights and obligations arising under the contract to the detriment of the consumer. Under the transitional provisions, Motor Receivables may be subject to these provisions. This legislation took effect from 11 June 2009 and applies to relevant contracts made after that date and to terms of existing contracts which are varied after that date (and then only to those terms). A term regulated by this legislation will be made void if it is determined that it is unfair.

The recently enacted Trade Practices Amendment (Australian Consumer Law) Act (No.1)2010 (“TPA Act”) introduces a national unfair terms regime. Under this regime, a term of a standard-form consumer contract will be unfair, and therefore void, if it causes a significant imbalance in the parties’ rights and obligations under the contract, is not reasonably necessary to protect the supplier’s legitimate interests and would causedetriment to the consumer if it were relied on. The provisions in the Act dealing with unfair terms commenced on 1 July 2010 and will apply to a term of the ReceivablesContracts if the contract is renewed or varied, or the term is renewed or varied, after 1 July 2010. A term of a Receivables Contracts which is unfair under this legislation may be declared void.


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Effect of orders

Any such order under any of the above consumer credit laws may affect the timing or amount of principal repayments under the relevant Motor Receivable which may in turn affect the timing or amount of payment of interest or principal repayments under the Notes.

Representation and warranty

CFAL have made certain representations and warranties that the Motor Receivablescomplied with all applicable laws at the time the Motor Receivables were made. The Servicer has undertaken to comply with all applicable laws in servicing those loans regulated by the legislation.

5.9 Reinvestment

If a prepayment is received on an interest bearing Series Asset of the Series during the period between Payment Dates in respect of the Series, interest at the then current interest rate on the Series Asset will cease to accrue on that part of the Series Asset prepaid. The Issuer may not be able to invest such funds at the same interest rate.

In each case, this may affect the ability of the Issuer to pay interest in full on the applicable Notes. However, this reinvestment risk may be mitigated by the use of hedging arrangements and Principal Draws.

5.10 Enforcement

If an Event of Default occurs in respect of the Series while the Notes are outstanding, the Issuer may, in accordance with the provisions of the Master Security Trust Deed, enforce the Charge for the Series. That enforcement can include the sale of some or all of the Series Assets of the Series. The Series Assets may not be able to be sold for their then outstanding principal amount. Accordingly, the full value of the Series Assets may not be able to be realised and the Issuer’s ability to repay all amounts outstanding in relation to the Notes of the Series may be adversely affected.

Following the enforcement of the Deed of Charge in respect of the Series, the Security Trustee will be required to apply moneys otherwise available for distribution under the Series in the order of priority set out in the Series Supplement. The moneys available to the Security Trustee for distribution may not be sufficient to satisfy in full the claims of all or any of the Secured Creditors of the Series. Neither the Security Trustee nor the Issuer will have any liability to the relevant Secured Creditors in respect of any such deficiency.

5.11 Termination of Appointment of Servicer or Manager

The appointment of the Servicer under the Receivables Acquisition and Servicing Agreement may be terminated in certain circumstances or the Servicer may resign. There is no guarantee that a suitable replacement will be found who will be willing to service the Motor Receivables on the terms of the Transaction Documents. The removal or resignation of the Servicer could adversely affect the servicing of the Motor Receivables


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and, in particular, could cause a delay or disruption in the collection of amounts due in respect of them.

The Servicer may be required to resign by the Issuer, under the terms of the Receivables Acquisition and Servicing Agreement if a Servicer Default is subsisting. There can be no assurance that an appropriately qualified person will be found in such circumstances to act as Servicer on the terms of the Transaction Documents. See Section 11.7(“Receivables Acquisition and Servicing Agreement and Seller Charge”).

Similar provisions apply in relation to the Manager. See Section 11.6 (“Management Deed”).

5.12 The Servicer’s ability to change the features of the Motor Receivables may affect the payment on the Notes

The Servicer may, subject to the terms of the Transaction Documents, initiate certain changes to the Motor Receivables. Subject to certain conditions, the Servicer may from time to time offer additional features and/or products with respect to the Motor Receivables.

As a result of such changes, the characteristics of the Motor Receivables may differ from the characteristics of the Motor Receivables at any other time. If the Servicer elects to change certain features of the Motor Receivables, this could result in different rates of principal repayment on the Motor Receivables than initially anticipated.

5.13 The Manager is responsible for this Information Memorandum

Except in respect of certain limited information, the Manager, not the Issuer, takes responsibility for the Information Memorandum. As a result, in the event that a person suffers loss due to any information contained in this Information Memorandum being inaccurate or misleading, or omitting a material matter or thing, that person will not have recourse to the Series Assets of the Series in respect of the Trust.

5.14 The termination of Interest Rate Swap may affect the payment on the Notes

The Issuer will exchange the payments in the nature of interest under the Motor Receivables for variable rate payments based on BBSW. If the Interest Rate Swap is terminated or the Interest Rate Swap Provider fails to perform its obligations, Noteholders will be exposed to the risk that the floating rate of interest payable with respect to the Notes will be greater than the fixed return on the Motor Receivables.

If the Interest Rate Swap terminates before its scheduled termination date, a termination payment by either the Issuer or the Interest Rate Swap Provider may be payable. A termination payment could be substantial. Prior to an Event of Default and enforcement of the Charge and provided that an event of default in relation to the Interest Rate Swap Provider is not subsisting, any termination payment owing by the Issuer to the Interest Rate Swap Provider (for which the Interest Rate Swap Provider is not the “Defaulting Party”) will be payable out of the Series Assets of the Series and will have a higherpriority than payments of interest on the Notes. Thus, there may be insufficient funds to


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pay interest and principal on the Notes. After the enforcement of the Deed of Charge, all amounts owing under the Interest Rate Swap will rank equally with the Class A Notes.

5.15 Breach of Representation or Warranty

The Seller will make certain representations and warranties to the Issuer in relation to the Motor Receivables to be assigned to the Issuer. The Issuer has not investigated or made any enquiries regarding the accuracy of those representations and warranties. In respect of any breach of representation or warranty by the Seller in relation to a Motor Receivable, the Issuer has the right to:

(a) during the first 120 days after the acquisition of the Motor Receivables (the “Prescribed Period”), require the Seller to reacquire any Motor Receivables the subject of a breach of representation or warranty (provided that a relevant notice is given no later than 5 Business Days prior to the last day of the Prescribed Period); and

(b) at all other times, claim an amount of damages against the Seller up to a maximum of the Outstanding Amount of the relevant Motor Receivable on the date that the Issuer first suffers any direct loss.

5.16 The geographic concentration of Motor Receivables may affect the amount that can be realised on the sale of the portfolio

Section 7.2 (“Description of the pool of Motor Receivables”) contains details of the geographic concentration of the Motor Receivables.

To the extent that any such region experiences weaker economic conditions in the future, this may increase the likelihood of Obligors with Motor Receivables in that region missing scheduled instalments or defaulting on those Motor Receivables.

5.17 The redemption of the Notes on a Call Date may affect the return on the Notes

There is no assurance that the Series Assets of the Series will be sufficient to redeem the Notes on a Call Date or that the Manager will exercise its discretion and direct the Issuer to redeem the Notes on a Call Date. The Manager has the right under the Transaction Documents to direct the Issuer to sell Motor Receivables in order to raise funds to redeem the Notes. However, there is no guarantee that the Motor Receivables will be able to be sold in order to raise sufficient funds to redeem the Notes on a Call Date.

5.18 Nature of Security

Under the Deed of Charge for the Series, the Issuer grants a first ranking fixed and floating charge over all the Series Assets of the Series in favour of the Security Trustee to secure the payment of moneys owing to the Secured Creditors of the Series.

If a company grants a fixed security over any of its assets, those assets may not be dealt with by the company without the consent of the relevant mortgagee. In this way, the security is said to “fix” over the specific assets. Fixed securities are usually given over


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real property, marketable securities and other assets which will not be dealt with by the Issuer.

Unlike fixed securities, floating charges do not attach to specific assets but instead “float”over a class of assets which may change from time to time, allowing the chargor to deal with those assets and to give third party title to those assets free from any encumbrance. The Deed of Charge for the Series provides that the Issuer may not deal with the Series Assets of the Series subject to the floating charge, except in the ordinary course of its business. It is common in Australia for securitisation vehicles, such as the Trust, to give floating charges rather than fixed charges.

The floating charge created by the Deed of Charge may “crystallise” and become a fixed charge over the relevant class of Series Assets of the Series at the time of crystallisation. Crystallisation will occur automatically following the occurrence of an Event of Default for the Series under the Deed of Charge.

5.19 Ratings

The credit ratings of the Notes should be evaluated independently from similar ratings on other types of notes or securities. A credit rating by a Designated Rating Agency is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension, qualification or withdrawal at any time by the relevant Designated RatingAgency. A revision, suspension, qualification or withdrawal of the credit rating of the Notes of the Series may adversely affect the price of those Notes. In addition, the credit ratings of the Notes do not address the expected timing of principal repayments under the Notes, only that principal will be received no later than the final maturity date for such Notes.

5.20 Credit risk on Servicer for Collections

Obligors make payments on the Motor Receivables and Related Documents to an account held by the Servicer.

The Servicer has declared that it holds the balance of this account on trust for the Issuer, to the extent of the Issuer’s interest in them as further described in Section 11.7(“Receivables Acquisition and Servicing Agreement and Seller Charge”). The Seller and the Servicer must ensure that:

(a) if:

(i) Bank of Scotland plc, Australia Branch is an Eligible Bank; and

(ii) the Servicer is Capital Finance Australia Limited; and

(iii) the Servicer is a wholly owned direct or indirect subsidiary of Bank of Scotland plc,

within 4 Business Days after such Collections have been received by the Servicer or the Seller; or


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(b) otherwise, within 2 Business Days after such Collections have been received by the Servicer or the Seller,

all such Collections are deposited into the Collection Account and that pending such remittance the Collections are deposited into a Seller Account on the day of receipt. There is a risk that if the Servicer becomes Insolvent, these protective arrangements may not be effective and that any claim the Issuer would have to those funds before they are remitted to the Collection Account would be only a debt claim in any winding up of the Servicer, and may not be recovered in full, in part or at all.

5.21 Goods and Services Tax (“GST”)

GST in Australia may decrease the funds available to the Issuer to make payments on the Notes.

GST is payable by all entities which make taxable supplies in Australia. Some service providers to the Issuer will be subject to GST in respect of such services and will pass on that additional cost to the Issuer.

The Australian Taxation Office (“ATO”) has confirmed in a public ruling, GSTR 2004/1, that securitisation vehicles will be entitled to claim a reduced input tax credit for the GST borne by it in respect of services provided to it by servicers. To the extent that the Issuercannot claim a full input tax credit in respect of the GST included in the cost of goods and services acquired by it, it will have less funds available to meet its obligations, and the Noteholders of the Notes may suffer losses. See Section 12 (“Taxation Consequences”) for an outline of GST and the Issuer.

5.22 Interest Withholding Tax

There will not be any deduction from payments of interest under the Notes on account of Australian interest withholding tax where the Noteholder is an Australian resident who does not derive the interest in carrying on a business at or through a permanent establishment outside Australia or a non-resident which derives the interest in carrying on business at or through a permanent establishment in Australia.

Interest withholding tax will be deducted on payments of interest to any Noteholder who is an Australian resident who derives the interest in carrying on business at or through a permanent establishment outside Australia or a non-resident (other than a non-resident who derives the interest in carrying on business at or through a permanent establishment in Australia) unless the Notes are offered, and interest is paid from time to time, in a manner which satisfies the exemption from interest withholding tax contained in Section 128F of the Income Tax Assessment Act 1936 (Cwlth) or another exemption applies (see Section 12 (“Taxation Considerations”) for further information).

5.23 Implementation of Basel II risk-weighted asset framework may result in changes to the risk-weighting of the notes

Following the issue of proposals from the Basel Committee on Banking Supervision for reform of the 1988 Capital Accord, a framework has been developed by the Basel Committee on Banking Supervision which places enhanced emphasis on market


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discipline and sensitivity to risk. A comprehensive version of the text of the framework was published in June 2006 under the title “International Convergence of Capital Measurement and Capital Standards: a Revised Framework (Comprehensive Version)” (the “Framework”). The Framework is not self-implementing and, accordingly, the implementation measures and dates in participating countries are dependent on the relevant national implementation process in those countries.

In July 2009, the Basel Committee on Banking Supervision finalised certain revisions to the Framework, including changes intended to enhance certain securitisation requirements (e.g. increased risk weights for “resecuritisation” exposures).

In December, 2009, the Basel Committee on Banking Supervision also published and is currently consulting on a number of proposals to reform international capital adequacy and liquidity standards in order to increase resilience in the banking sector from financial and economic stresses. Proposals include phasing out innovative tier 1 instruments with incentives to redeem and implementing a leverage ratio on institutions in addition to current risk-based regulatory capital requirements. Measures are also proposed to promote the building of counter-cyclical capital buffers that may be drawn upon in stress scenarios, such as limiting the ability of institutions to distribute capital (dividend payments, discretionary bonus payments, share repurchases) in the event that the institution’s capital (over and above minimum capital adequacy requirements) fall under prescribed thresholds, thereby conserving capital in stress scenarios.

In addition, the European Parliament has approved certain amendments to the Capital Requirements Directive (the “CRD”) (including investment restrictions and due diligence requirements in respect of securitisation exposures) and the European Commission has put forward further securitisation related amendments to the European Parliament and theCouncil of Ministers for consideration (including increased capital charges for relevant trading book exposures and for resecuritisation exposures). As and when implemented, the Framework (and any relevant changes to it or to any relevant implementing measures) may affect the risk-weighting of the notes for investors who are subject to capital adequacy requirements that follow the Framework. Consequently, investors should consult their own advisers as to the implications for them of the application of the Framework and any relevant implementing measures.

5.24 EU Directive on Taxation of Savings Income

Under EC Council Directive 2003/48/EC on the taxation of savings income, each European Union member state (each a “Member State”) is required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in that other Member State; however, for a transitional period, Austria and Luxembourg may instead apply a withholding system in relation to such payments, deducting tax at rates rising over time to 35%. The transitional period is to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information relating to such payments.


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A number of non-EU countries and certain dependent or associated territories of certain Member States have adopted similar measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction to, or collected by such a person for, an individual resident or certain limited types of entity established in a Member State. In addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for, an individual resident or certain limited types of entity established in one of those territories.

If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any paying agent nor any other person would be obliged to pay additional amounts to the Noteholders or to otherwise compensate the Noteholders for the reduction in the amounts that they will receive as a result of the imposition of such withholding tax.

5.25 Transfer Restrictions on Notes

The Notes will be subject to Selling Restrictions as described herein. Each initial purchaser and subsequent transferee of the Notes will be deemed to have made certain representations and warranties set forth herein. Any resale or other transfer, or attempted resale or other attempted transfer, of the Notes that is not made in compliance with the applicable Selling Restrictions, will be void. For more information on Selling Restrictions see Section 13 (“Selling Restrictions”).

5.26 Australian Anti-Money Laundering and Counter-Terrorism Financing Regime

On December 12, 2006 the Australian Government enacted the Anti-Money Laundering and Counter-Terrorism Financing Act (“AML/CTF Act”) which replaces Australian Financial Transactions Reports Act 1988. The AML/CTF Act makes a number of significant changes to Australia's anti-money laundering and counter-terrorism financing regulation.

Under the AML/CTF Act, if an entity has not met its obligations under the AML/CTF Act, that entity will be prohibited from providing a designated service which includes:

(a) opening or providing an account, allowing any transaction in relation to an account or receiving instructions to transfer money in and out of the account;

(b) issuing, dealing, acquiring, disposing of, cancelling or redeeming a security; and

(c) exchanging one currency for another.

These obligations will include undertaking customer identification procedures before a designated service is provided and receiving information about international and domestic institutional transfers of funds. Until these obligations have been met an entity will be prohibited from providing funds or services to a party or making any payments on behalf of a party.


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The obligations placed upon an entity could affect the services of an entity or the funds it provides and ultimately may result in a delay, decrease or total reduction in the amounts received by a Noteholder of Notes.

5.27 The Risks to the Financial Markets Relating to Terrorist Attacks

In recent years, there has been considerable uncertainty in the world financial markets due to terrorist attacks around the world. The full impact of these events on the financial markets is not yet known but could, among other things, lead to increased volatility in the prices of securities, including the Notes. According to publicly available reports, the financial markets are in part responding to the uncertainty with regard to the scope, nature, and duration of military responses, as well as disruptions in air travel; substantial losses by various companies, including airlines, insurance providers, aircraft makers, the hospitality industry, and others; the need for heightened security around the world; and decreases in consumer confidence that could cause a general slowdown in economic growth. These disruptions and uncertainties could materially affect the ability of an investor to resell its Notes. It is impossible to predict the extent to which any future terrorist activities may affect the global economy and international investment trends.

5.28 Exchange Controls and Limitations

The written approval of the Australian Minister for Foreign Affairs is required for transactions involving the control or ownership of assets by persons or entities linked to terrorist activities and identified by the United Nations and the Commonwealth of Australia under the Charter of the United Nations (Anti-terrorism—Persons and Entities) List, as published from time to time in the Federal Government Gazette. This includes individuals or entities linked with the former Iraqi regime, Al Qa’ida, Jemaah Islamiyah, the Taliban, Osama bin Laden and other terrorist organizations. Transactions involving persons published in the Gazette without the permission of the Minister are a criminal offence.

Transactions involving (but not limited to):

(a) individuals and entities associated with the former government of the Federal Republic of Yugoslavia;

(b) certain ministers and senior officials of the Government of Zimbabwe and senior management of state-owned enterprises of Zimbabwe;

(c) certain entities and individuals associated with the Democratic People’s Republic of Korea;

(d) current and key former members of the ruling State peace and Development Council, current and key former ministers, senior military officers, prominent business associates of the Burmese regime, and immediate family members of these individuals; and

(e) several Iranian entities and persons who contribute to Iran’s proliferation activities but are not already listed by the United Nations Security Council,


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are prohibited under the Foreign Exchange Regulations, without prior approval from the Reserve Bank of Australia. The Reserve Bank of Australia publishes changes to prohibited parties and variations in the restrictions on those parties from time to time in the Federal Government Gazette and through media releases published on its website.

The Australian Department of Foreign Affairs and Trade maintains a list of all persons and entities having a prescribed connection with terrorism which is available to the public at the Department’s website at http://www.dfat.gov.au/icat/UNSC_financial_sanctions.html. This website is not intended to be incorporated by reference into this Information Memorandum.

5.29 Risks relating to the Banking Act 2009

Under the Banking Act 2009 (the “Banking Act”), substantial powers have been granted to HM Treasury, the Bank of England and the UK Financial Services Authority (the “FSA” and, together with HM Treasury and the Bank of England, the “Authorities”) as part of the special resolution regime (the “SRR”). These powers enable the Authorities to deal with and stabilise UK-incorporated institutions with permission to accept deposits pursuant to Part IV of the Financial Services and Markets Act 2000 (the “FSMA”) (such as the Manager and Interest Rate Swap Provider) (the “relevant entity”) that are failing or are likely to fail to satisfy the threshold conditions (within the meaning of section 41 of the FSMA). The SRR consists of three stabilisation options:

(a) transfer of all or part of the business of the relevant entity or the shares of the relevant entity to a private sector purchaser;

(b) transfer of all or part of the business of the relevant entity to a “bridge bank” wholly-owned by the Bank of England; and

(c) temporary public ownership of the relevant entity. HM Treasury may also take a parent company of a relevant entity into temporary public ownership where certain conditions are met.

The Banking Act also provides for two new insolvency and administration procedures for relevant entities. Certain ancillary powers include the power to modify certain contractual arrangements in certain circumstances. It is possible that one of the stabilisation options could be exercised prior to the point at which any application for an insolvency or administration order with respect to the relevant entity could be made.

In general, the Banking Act requires the UK authorities to have regard to specified objectives in exercising the powers provided for by the Banking Act. One of the objectives (which is required to be balanced as appropriate with the other specified objectives) refers to the protection and enhancement of the stability of the financial system of the United Kingdom. The Banking Act includes provisions related to compensation in respect of transfer instruments and orders made under it. In general, there is considerable uncertainty about the scope of the powers afforded to UK authorities under the Banking Act and how the UK authorities may choose to exercise them.

If an instrument or order were to be made under the Banking Act in respect of the relevant entity, such instrument or order may (amongst other things) affect the ability of the


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relevant entity to satisfy its obligations under the transaction documents and/or result in modifications to such documents. In particular, modifications may be made via powers which permit provision to be included in an instrument or order such that the relevant instrument or order (and certain related events) is required to be disregarded in determining whether certain widely defined “default events” have occurred (which events would include certain trigger events included in the transaction documents in respect of the relevant entity, including termination events). As a result, the making of an instrument or order in respect of the relevant entity may affect the ability of Issuer to meet its obligations in respect of the notes. While there is provision for compensation in certain circumstances under the Banking Act, there can be no assurance that Noteholders would recover compensation promptly and equal to any loss actually incurred.

At present, the Authorities have not made an instrument or order under the Banking Act in respect of the relevant entity referred to above and there has been no indication that it will make any such instrument or order, but there can be no assurance that this will not change and/or that Noteholders will not be adversely affected by any such instrument or order if made.

5.30 Octaviar Decision

In light of the decision in Re Octaviar Ltd; Re Octaviar Administration Pty Limited[2009] QSC 37 and the decision on 12 March 2010 to grant special leave to appeal the overturning of such decision in Re Octaviar Ltd (No 7) [2009] QCA 282 if:

(a) any Transaction Document is varied, novated, ratified, replaced or restated after the date of execution of the Deed of Charge; or

(b) any Transaction Document not specifically identified in the Deed of Charge is entered into after the date of execution of the Deed of Charge,

and, in each case, that variation, ratification, replacement or restatement or entry into the Transaction Document has the effect of increasing the amount of the Secured Moneys, a notice should be lodged at ASIC pursuant to section 268(2) of the Corporations Act within 45 days of the date of the variation or entry, as applicable.

If a notice is not lodged in accordance with the foregoing, under section 266(3) of the Corporations Act if a notice is not subsequently lodged prior to the date that is six months prior to the critical day (as defined in the Corporations Act), the Charge created under the Deed of Charge may be void as a security to the extent of the increase in the amount of the Secured Moneys.

The Manager will undertake in favour of the Security Trustee that it will take all actions reasonably required to lodge any such notice within the requisite time period following the occurrence of any of the events set out above that has the effect of increasing the amount of the Secured Money.

5.31 Personal Property Securities regime

A new personal property securities regime will shortly commence operation throughout Australia. The Personal Property Securities Act 2009 (“PPSA”) establishes a national


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system for the registration of security interests in personal property, together with new rules for the creation, priority and enforcement of security interests in personal property. The PPSA commenced on 15 December 2009, but is not proposed to take effect until May 2011, with a two year transitional period beginning on that date (“PPSA Start Date”). Once the PPSA starts to apply, it will have a retrospective effect on security interests and security agreements arising before that time by operation of the transitional provisions.

Security interests for the purposes of the PPSA include traditional securities such as charges and mortgages. However, they also include transactions that in substance, secure payment or performance of an obligation but may not currently be legally classified as securities. Further, certain other interests are deemed to be security interests whether or not they secure payment or performance of an obligation - these deemed security interests include assignments of receivables.

A person who holds a security interest under the PPSA will need to register (or otherwise perfect) the security interest to ensure that the security interest has priority over competing interests (and in some cases, to ensure that the security interest survives the insolvency of the grantor). If they do not do so:

(a) another security interest may take priority;

(b) another person may acquire an interest in the assets which are subject to the security interest free of their security interest; or

(c) they may not be able to enforce the security interest against a grantor who becomes insolvent.

The transitional provisions provide that security interests registered on certain existing registers will be migrated to the PPS register (for example, charges registered on the ASIC Register of Company Charges and security interests over motor vehicles registered on various statutory registers of encumbered vehicles (“REVS”)). Security interests which will not be migrated, or which are not currently registered on any existing registers, will need to be registered on the PPS register (or otherwise perfected) before the end of the two year transitional period to preserve priority. This means that transactions which are not regarded as securities under current law but may be security interests under the PPSA, either because they are “in substance” security interests or deemed security interests, will need to be registered. Finance leases and hire purchase contracts of personal property, including motor vehicles, will be regulated as deemed security interestsunder the PPSA - this would include the Motor Receivables being acquired by the Issuer. The Transaction Documents may also contain one or more such security interests.

The PPSA may give rise to the following risks:

(a) The mortgages over the Motor Receivables which comprise the Series Assets will be migrated to the PPS register. However, the Issuer may need to take additional steps to maintain the effectiveness or priority of the mortgages over those SeriesAssets.


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(b) The assignment of the Motor Receivables will be a deemed security interest and the Issuer may need to register the assignment within 2 years after the PPSA Start Date to preserve its existing rights.

(c) The Receivables Contracts and Related Documents which govern the Motor Receivables and Motor Receivables Rights will need to be migrated to the PPS register and the Seller may need to take additional steps to maintain the effectiveness or priority of those interests. Failure to register and perfect the Seller’s interests in the Receivables Contracts may affect the ability of the Seller to recover amounts under the Receivables Contracts or to retain its interest in the Related Vehicles.

(d) The priority of an interest under the PPSA may be different than its priority under the current regime.

There is uncertainty on aspects of the implementation of the PPSA regime because:

(a) The legislative and regulatory framework for implementing the new scheme is not yet finalised. While the PPSA has been passed, amendments will be made to the PPSA and these amendments have not been finalised. In addition, regulations which deal with important aspects of the PPSA’s operation are still in exposure draft form.

(b) The PPSA significantly alters the law relating to secured transactions. There are issues and ambiguities in respect of which a market view or practice will evolve over time.


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6 Capital Finance Motor Receivables Program6.1 Origination and Credit Approval Process

Origination Process

The Motor Receivables have been originated through CFAL’s Motor division, which provides finance for individuals and small businesses to purchase new and used cars. The majority of transaction sizes range from A$5,000 to A$100,000 though the average transaction size is approximately A$29,000. The Motor division is represented in all Australian states and its head office is based in Sydney.

The main origination channels for Motor Receivables are motor dealers and brokers, with a small amount of loans originated through direct sales. CFAL currently has relationships with over 260 motor dealers across Australia. No third party introducer is given any credit authority and CFAL are responsible for all credit decisions in respect of the Motor Receivables. CFAL decisioning is in turn subject to Lloyds International Pty Limited (“Lloyds International”) oversight and requirements.

All third party introducers are remunerated on a commission basis, which is generally specific to individual Motor Receivable deals submitted, but also contains a volume bonus. Commissions can be clawed back if a customer defaults in the first 12 months of the contract or if the customer repays the Motor Receivable within six months of origination. To be eligible to originate Motor Receivables a motor dealer or broker must be accredited by CFAL. Motor dealer performance is closely monitored via CFAL’s dealership profitability model. This model contains the inherent income and expense per dealership and provides a return on equity calculation. If a dealership’s return on equity is below 10% then CFAL Account Managers will discuss with the owner changes to improve returns. These could be in the areas such as writing rates, fee collection, amount of commission paid, or strategies to reduce losses.

All introducers utilise a point of sale system which allows them to quote, capture and submit an application, receive an online answer (i.e., approved, declined, or referred) and approval conditions, and produce documentation at the point of sale. Documents are executed and faxed/posted to CFAL with required approval conditions for processing. Based on execution of the documents, the customer providing adequate proof of identification documents, and a dealer tax invoice being produced, the Motor Receivable is granted.

Approval and Underwriting Process

CFAL’s credit policy is set out in its Credit Risk Policy Statement which is maintained by CFAL’s credit teams and overseen by Lloyds International’s risk managementdepartment. Changes to the Credit Risk Policy Statement are subject to approval of Lloyds International Risk Committee which contains representatives from CFAL, Lloyds International and Lloyds Banking Group plc risk management departments. The Credit Risk Policy Statement is reviewed at least annually, or more frequently where conditions dictate.


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The approval and underwriting process for Motor Receivables is carried out by the Underwriting teams. There are strict delegated authorities and approval limits in place for credit sanctioners. De minimis delegations do not apply and delegated authorities are personal and may not be sub delegated or utilised by a relieving officer unless authorised by the Lloyds International risk management department.

CFAL uses a credit-scoring system for Motor Receivables which contains two application scorecards – one covering individuals (PAYE) and the other covering companies, partnerships and sole traders/partnerships.

The decision process contains three discrete stages that must be passed prior to the system allocating a decision. The three stages are – assessment of credit score, serviceability, and credit policy. Applications that pass all three stages are approved by the system and required to undergo application verification. If any of the three stages is not passed, the application will either be declined or referred to a sanctioner for a decision.

The credit scoring system uses a number of scorecard variables and rankings. The characteristics and score distributions of the variables are reviewed every month. Re-calibration is performed on an annual basis and this can result in a complete scorecard re-build if applicable. The recommended scorecard cut off strategy is determined in consultation with the Motor division by Lloyds International’s risk managementdepartment and approved by Lloyds International Risk Committee.

An applicant’s ability to service a Motor Receivable is measured as the percentage of net financial commitments to net monthly income. This must be less than a certain percentage set by Lloyds International’s risk management division.

CFAL has certain policy rules that if failed will lead to the Motor Receivable being referred or declined. These rules cover key areas such as, vehicle details, credit history, and serviceability, among others.

CFAL subscribes to a third party credit reference agency. Prior to approval of any Motor Receivable, a credit reference check must be completed. Applicants with an adverse credit history must be approved in accordance with delegated authority and full satisfactory documented explanation is required if approval for a loan is to proceed.

CFAL maintains a policy on the maximum acceptable balloon payment as a percentage of the amount financed. The nature of acceptable loan security is also covered by separate policy. These policies are reviewed annually through the annual credit policy review process.

Before any application is accepted, the applicant’s details must be vetted. Their identification must be validated through checking a driving licence, passport or birth certificate and their employment and income details must be verified with their employer.


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Monitoring and Control Process

CFAL’s Legal and Compliance department review a sample of new business files every quarter. The review covers the areas of quoting, application process, credit process, contractual documents, and settlement.

Lloyds International’s risk management department provide monthly statistical analysis to allow management to track origination and credit quality trends.

6.2 Collections and Enforcement

Collections Processing

Repayments of the Motor Receivables are predominantly monthly with very few structured repayments. Over 80% of all repayments on the Motor Receivables are made by direct debit, the remainder are made by coupon book at National Bank of Australia branches or through BPay (an online banking payment system). Payments are reconciled on a daily basis by CFAL’s Finance department.

Customer Enquires

Customer enquires are handled by CFAL’s front end collection staff. On average, CFAL handles 8,000 inbound calls a month and makes 25,000 outbound calls. Two call shifts are run Monday to Wednesday covering 8.30am to 7pm, with Thursday and Friday covering 8.30am to 5pm and CFAL achieves an abandoned call rate well within industry standards. A call board highlights the volume of outstanding calls and the longest wait time and, therefore, the department management team are able to monitor and manage the call flow traffic. System reports provide data to management on wait time and lost calls each day.

Arrears Collection Process

The arrears collection function is split between Front End Collections and Asset Recovery.

The role of Front End Collections is to action Motor Receivables that are up to 90 days overdue or up to four full contractual payments in arrears with the objective of minimising the volume of Motor Receivables that are referred to Asset Recovery.

Most Motor Receivables that are 15 to 30 days overdue with amount owing greater than $100 are outsourced to an external service provider who rings the borrowers. CFAL also organises a network of mercantile agents for field calls and repossession work. The agents are utilised to physically call on customers, repossess the assets if required, or locate “skips”. The Servicer is able to subcontract under the Servicing Agreement but the Servicer remains liable for the performance of the services in accordance with the Servicing Agreement and the acts or omissions of any subcontractor.

Front End Collections follow a set course of action for overdue Motor Receivables as follows:


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No. of Days Overdue

Required Action

7 Days Reminder letter to be issued requesting immediate payment of amount due

15 Days Account to be classified as “Delinquent”

15 – 21 Days Telephone call requesting payment, or outsourcing to external service provider

21 Days Letter requesting immediate payment

21 – 30 Days Continue telephone follow-up

31 Days Statutory notice to be issued

31-60 Days Telephone call, field call, Credit Reference Association of Australia warning letter issued, letter of demand

35 – 60 Days Issue agent activity

60 + Days Continuing attempts to agree an arrangement

90 – 120 Days Submit to Asset Recovery

Rescheduling Payments

In certain scenarios CFAL will allow a borrower to extend a secured loan (by a maximum of three months and only once during the life of the loan) in order to bring a loan that is in arrears up to date without the need to collect any overdue payments. For a loan to qualify the criteria is as follows:

(a) settlement must be at least 9 months in the past;

(b) customer must have shown a willingness to pay;

(c) in the last 60 days the total principal and interest raisings on the loan cannot be greater than the total payments; and

(d) the loan balance is less than $125,000.

In the case of Motor Receivables acquired by the Issuer, CFAL (as Servicer) has agreed that it will not extend the term of a Motor Receivable beyond a date that is 9 months after the original maturity date of that Motor Receivable.

Repossession Process

A Motor Receivable is typically considered to have defaulted if it reaches 120 days overdue and at this point will be handed over to Asset Recovery. In addition a Motor


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Receivable may be deemed to be in default earlier than 120 days overdue (e.g. voluntary surrender, lien, embargo, bankruptcy, court order, receivership/liquidation).

Asset Recovery arranges for the repossession, disposal, and write-off of Motor Receivables that are referred to the area. They also manage loss recovery actioning for Motor Receivables that have been written off. Repossessed items are normally sold at public auction and it typically takes two months from time of repossession to receipt of sales proceeds. Once net sale proceeds and insurance rebates are received and the loss letter issued the file will be submitted to the relevant delegated authority for approval for write-off.

The Asset Recovery area is split between Asset Recovery, Asset Re-Marketing, and Loss Recoveries.

Asset Recovery’s prime functions include telephone collections, skip tracing, negotiating with customers, issuing accounts for field call and repossession and liaison with mercantile agents.

Asset Re-Marketing is responsible for administration of files, selling of vehicles at auction houses, issuing statutory notices, processing rebates, writing off accounts, and MIS reporting.

Loss Recoveries’ prime functions include issuing legal actions, monitoring payment arrangements, telephone collections, skip tracing, negotiating with debtors and liaising with mercantile agents.

6.3 Motor Receivables

Product Types

The following product types have been included in the Motor Receivables which will be acquired by the Issuer:

Secured Loan

These are fixed interest rate contracts written over a term of 12 to 84 months, which may or may not have a final balloon payment. Customers are mainly individuals who want to own a motor vehicle (new or used) outright and will be using the asset wholly or predominantly for personal use. The motor vehicle financed is legally owned by the debtor with CFAL having a mortgage over the motor vehicle until the full contractual obligations are met.

The minimum amount of the loan is $5,000. All on road costs, registration and insurance costs can be financed. The contracts may be pre-paid early, subject to paying an early termination fee and administration fee. Loans are regulated under the Consumer Credit Code.


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Chattel Mortgage

These are fixed interest rate contracts written over a term of 12 to 60 months, which may or may not have a final balloon payment. Customers are generally business customers who require a motor vehicle (new or used) for business purposes and who can claim the GST. The motor vehicle financed is legally owned by the business with CFAL having a mortgage over the motor vehicle until the full contractual obligations are met.

The minimum amount of the loan is $5,000. All on road costs, registration and insurance costs can be financed. The contracts may be pre-paid early, subject to paying an early termination fee and an administration fee. This product is similar to the Secured Loan, with the exception that it is unregulated and not bound by Consumer Credit Code.

Term Purchase

These are fixed interest rate contracts written over a term of 12 to 60 months, which may or may not have a final balloon payment. Customers are mainly small businesses who require a vehicle (new or used) for business purposes. The agreement is between CFAL to purchase the motor vehicle and hire it to the borrower for an agreed term, interest rate and repayment. On receipt of the final payment, the ownership of the motor vehicle is transferred to the borrower.

The minimum amount of the loan is $5,000. All on road costs, registration and insurance costs can be financed. The contracts may be pre-paid early, subject to paying an early termination fee and an administration fee. This product is unregulated and not bound by Consumer Credit Code.

Security

The collateral for a Motor Receivable is required to be legally enforceable under allapplicable laws and statutes. Collateral interests must reflect a perfected lien and only registered passenger and commercial vehicles sold new in Australia bearing Australian compliance plates are acceptable security for CFAL. For all Motor Receivables, CFAL will lodge its encumbrance over the vehicle with the Register of Encumbered Vehicles (“REVS”) and for chattel mortgage receivables greater than or equal to $75,000 where the borrower is a company, CFAL will lodge the mortgage with the Australian Securities and Investments Commission (“ASIC”).

Vehicle Maintenance and Insurance

Each Motor Receivables requires the Obligor to maintain the related motor vehicle in good condition and keep the related motor vehicle insured at its full insurable value at the Obligor’s own expense against fire, accident and theft and for all other risks that the CFAL requires.

Documentation & Records Management

CFAL generates a number of documents which require secure storage during the life of the Motor Receivable and beyond. CFAL has entered into a contract with Recall (a Division of Brambles) to provide document storage and retrieval facilities for documents.


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The software provided enables CFAL to keep track of boxes being delivered to and retrieved from the storage facility at Greystanes in Sydney as well as to view and process electronically stored images of documents.

Recall is a national account and as such all CFAL offices use Recall storage facilities. Anapplication called ReView enables the user to view, print, email and store locally the image of documents. ReView is owned and operated by Recall and is delivered to CFAL by secure internet connection.

6.4 Motor Receivables Servicing

CFAL will be the initial servicer of the Motor Receivables acquired by the Issuer.

The Servicer of the Motor Receivables will be responsible for handling inquiries, accounting for the Motor Receivables, development and management of computer systems relating to the Motor Receivables and the collection of payments and enforcement procedures for delinquent Motor Receivables. The Servicer will be entitled to a fee from the Issuer for servicing the Motor Receivables which will be paid monthly in arrears in accordance with priority of payments in Section 9.11 (“Priority of payments - Income”) .

The Issuer will be entitled to all Collections received (including in respect of principal,interest and break costs) received on the Motor Receivables from the Cut-Off Date and any amounts due by obligors under the terms of the Motor Receivables will be collected by the Servicer on behalf of the Issuer. The Seller and the Servicer must ensure that:

(a) if:

(i) Bank of Scotland plc, Australia Branch is an Eligible Bank; and

(ii) the Servicer is Capital Finance Australia Limited; and

(iii) the Servicer is a wholly owned direct or indirect subsidiary of Bank of Scotland plc,

within 4 Business Days after such Collections have been received by the Servicer or the Seller; or

(b) otherwise, within 2 Business Days after such Collections have been received by the Servicer or the Seller,

all such Collections are deposited into the Collection Account and that pending such remittance the Collections are deposited into a Seller Account on the day of receipt.

6.5 Seller Representations and Eligibility Criteria

Eligibility Criteria

The Motor Receivables must meet the following eligibility criteria on the Cut-off Date or such other eligibility criteria as the Issuer, the Seller and the Trust Manager may agree in


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writing prior to the Issue Date and in respect of which each Designated Rating Agency affirms will not have an Adverse Rating Effect (the “Eligibility Criteria”):

(a) the Motor Receivable relates to the sale or refinancing of a new or used Related Vehicle;

(b) the Motor Receivable requires the Obligor to make payments (including any balloon payment) that will amortise the balance of the Motor Receivable to zero;

(c) for each Motor Receivable, the interest of the Seller is registered in the relevant Vehicle Security Register;

(d) the Motor Receivable has a remaining term not exceeding 60 months;

(e) the date of the origination of the Motor Receivable was on or after 1 August 2004;

(f) the Motor Receivable is not in arrears by more than 30 days and is not in default;

(g) the Motor Receivable does not incorporate a balloon payment greater than 55% of the amount financed under that Motor Receivable;

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

(i) the Obligor in respect of the Motor Receivable is a resident of Australia;

(j) the Motor Receivable is subject to the terms and conditions of a pro forma agreement, a copy of which has been given to and approved by the Manager;

(k) the relevant Obligor has fully drawn down the amount available under the Motor Receivable;

(l) the gross vehicle weight of the Related Vehicle is less than 2 tonnes; and

(m) the Outstanding Amount of the Motor Receivable does not exceed $100,000.

Representations and warranties

The Seller will represent and warrant to the Issuer that, in respect of each Motor Receivable:

(a) each Motor Receivable is denominated and payable in A$;

(b) each Motor Receivable bears interest at a fixed rate or provides for fixed instalment payments;

(c) each Motor Receivable and each Related Document comply with applicable laws;


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(d) the Seller has no obligation to make any further advances under each Motor Receivable;

(e) each Motor Receivable and each Related Document is governed by the laws of an Australian state or territory;

(f) each Motor Receivable was originated in the ordinary course of the Seller’s business;

(g) each Motor Receivable obliges the relevant Obligor to make payments even if the Related Vehicle breaks down or is damaged;

(h) each Motor Receivable requires the relevant Obligor to keep the Related Vehicle in good repair and order;

(i) each Motor Receivable requires the relevant Obligor to keep the Related Vehicle insured at its full insurable value at the Obligor’s own expense against fire, accident and theft and for all other risks that the Seller requires;

(j) if a Motor Receivable is terminated prior to its termination date, the Seller has the right to recover the full principal amount outstanding from the relevant Obligor;

(k) at the time of origination of each Motor Receivable, the Seller had not received any notice of insolvency or bankruptcy of the Obligor or that the relevant Obligor did not have the legal capacity to enter into that Motor Receivable or the Related Documents;

(l) the Seller is sole legal and beneficial owner of each Motor Receivables immediately prior to the sale to the Issuer;

(m) the Seller has no notice of any Encumbrance in respect of the Motor Receivables;

(n) the obligations of each Obligor under each Motor Receivable are legal, valid, binding and enforceable;

(o) in relation to a Motor Receivable arising pursuant to a hire purchase contract, the Seller is the sole legal and beneficial owner of the retained right to the title in theRelated Vehicle;

(p) each of the relevant Motor Receivables, Receivables Contracts and Related Documents which is required to be stamped has been duly stamped;

(q) the Motor Receivables, Receivables Contracts and Related Documents have not been cancelled or otherwise terminated or released;

(r) the Seller holds all documents to enable it to enforce the provisions of the Motor Receivables, Receivables Contracts and the Related Documents;


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(s) there are no documents entered into between the Seller and the Obligor or any other relevant party which would qualify or vary the terms of any Motor Receivables, Receivables Contracts or Related Documents;

(t) no consent of any party is required in respect of the sale of the Motor Receivables, Receivables Contracts and the Related Documents to the Issuer;

(u) the Motor Receivables complied with the Eligibility Criteria on the Cut-off Date;

(v) the Seller is lawfully entitled to sell the Motor Receivables, Receivables Contracts and the Related Documents to the Issuer;

(w) the sale of the Motor Receivables, Receivables Contracts and the Related Documents will not constitute a breach of the Seller’s obligations or a default under any Encumbrance granted by the Seller;

(x) no circumstances exist which would entitle an Obligor to exercise any right of set-off against the Seller in respect of the Motor Receivables; and

(y) if a Motor Receivable is governed or regulated by the Consumer Credit Code, it complies in all material respects with the Consumer Credit Code.

6.6 Ineligible Receivables

In respect of any breach of representation or warranty by the Seller in relation to a Motor Receivable, the Issuer has the right to:

(a) during the first 120 days after the acquisition of the Motor Receivables (the “Prescribed Period”), require the Seller to reacquire any Motor Receivables the subject of a breach of representation or warranty (provided that a relevant notice is given no later than 5 Business Days prior to the last day of the Prescribed Period); and

(b) at all other times, claim an amount of damages against the Seller up to a maximum of the Outstanding Amount of the relevant Motor Receivable on the date that the Issuer first suffers any direct loss. The maximum liability of the Seller will be limited to the Outstanding Amount of the relevant Motor Receivable(s).

6.7 Custody of Motor Receivables

Capital Finance Australia Limited as Servicer will undertake under the Receivables Acquisition and Servicing Agreement to hold all Receivables Contracts and Related Documents (which may be in physical or electronic form) in accordance with its standard safe-keeping practices and in the same manner and to the same extent as it holds its own documents and in accordance with all applicable laws and in accordance with the industry standard for storage of documents of a similar kind to the Receivables Contracts. Capital Finance Australia Limited as Servicer also undertakes (in the event it retires or is removed and a Successor Servicer is appointed) to deliver all Receivables Contracts and Related Documents and any information or files related to the Motor Receivables and


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Motor Receivables Rights (whether in physical form, electronic form or otherwise) to the Successor Servicer on the date of its appointment.

6.8 Equitable Assignment

The Motor Receivables will be assigned to the Issuer by way of sale, transfer or assignment to the Issuer by equitable assignment. Unless and until a Protection of Title Event occurs, the Issuer is not permitted to:

(a) take any steps to perfect its title to those Series Assets; or

(b) disclose any information in respect of any sale, transfer or assignment, or give any notice to, or communicate with, any Obligor,

except in accordance with the agreements relating to the assignment, the Receivables Acquisition and Servicing Agreement, the Master Trust Deed, the Master Security Trust Deed and the Series Supplement. Following the occurrence of a Protection of Title Event, the Issuer may notify the Obligors in respect of its interest in the Motor Receivables, the Receivables Contracts and Related Documents.

A Protection of Title Event will occur if:

(a) the Seller makes any representation which is incorrect when made and it has, or if continued will have, an adverse effect as reasonably determined by the Issuer after the Issuer is actually aware of such representation or warranty being incorrect and such breach is not satisfactorily remedied within 20 Business Days;

(b) the Issuer is not paid an amount owing to it by the Seller within 10 Business Days of its due date for payment;

(c) Lloyds Banking Group plc ceases to have a rating of at least Baa2 from Moody’s and BBB from Fitch and the Seller is a subsidiary of Lloyds Banking Group plc(or its successors);

(d) if the Seller is the Servicer, the Servicer defaults on its obligations and that breach has a Material Adverse Effect; or

(e) the Seller becomes Insolvent.

If a Protection of Title Event occurs, the Manager may require that the Receivables Contracts are transferred to another party.


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7 Series Assets of the Program7.1 Series Assets of each Series

On the Issue Date, the Issuer will use proceeds of issue of the Notes to purchase the Motor Receivables and the Related Documents and to fund the Liquidity Reserve.

The Motor Receivables and Related Documents will be purchased from the Seller and the purchase price for the Motor Receivables will be equal to the total principal outstandingof the Motor Receivables as at the Cut-off Date.

7.2 Description of the pool of Motor Receivables

The information below sets out certain details relating to the Motor Receivables at as the Cut-Off Date.

Portfolio Summary

No. of contracts 28,003

Pool size $605,920,949

Weighted average rate (per annum) 10.9%

Average contract balance $21,638

Maximum contract balance $94,936

Minimum contract balance $1

Maximum term remaining in months 59.00

Weighted average total contract term in months 59.07

Weighted average term to maturity in months 44.01

Weighted average seasoning in months 15.05

Weighted average balloon / residual (%) 11.25


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Contracts by Finance Type

Contract TypeNumber

of Contracts % by Number Value of Contracts% by Value

Term Purchase 2,671 9.54% $61,801,917 10.20%

Secured Loans 15,755 56.26% $269,668,812 44.51%

Chattel Mortgage 9,577 34.20% $274,450,220 45.29%

Total 28,003 100.00% $605,920,949 100.00%

Contracts by Asset Type

Asset TypeNumber


Used 12,832 45.82% $209,811,729 34.63%

New 15,171 54.18% $396,109,220 65.37%

Total 28,003 100.00% $605,920,949 100.00%


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Contracts by Obligor Industry

Obligor IndustryNumber


Agriculture, forestry & fishing 3 0.01% $44,641 0.01%

Construction & property 31 0.11% $880,430 0.15%

Energy 7 0.02% $174,156 0.03%

Financial 5 0.02% $159,441 0.03%

Hotels, restaurants and wholesale and retail trade 109 0.39% $2,737,654 0.45%

Manufacturing industry 45 0.16% $1,262,657 0.21%

Transport, storage and communication 22 0.08% $586,237 0.10%

Other Services 4,465 15.94% $132,934,418 21.94%

Individuals: Other Personal Lending 23,316 83.26% $467,141,315 77.10%

Total 28,003 100.00% $605,920,949 100.00%

Contracts by Obligor Balance

Obligor Balance (A$)

Number


0 to 10,000 5,185 18.52% $31,424,449 5.19%

10,001 to 20,000 9,694 34.62% $145,503,732 24.01%

20,001 to 30,000 6,678 23.85% $163,638,812 27.01%

30,001 to 40,000 3,691 13.18% $127,113,744 20.98%

40,001 to 50,000 1,715 6.12% $75,985,272 12.54%

50,001 to 60,000 664 2.37% $36,024,034 5.95%

60,001 to 70,000 232 0.83% $14,869,129 2.45%

70,001 to 80,000 87 0.31% $6,452,790 1.06%

80,001 to 90,000 45 0.16% $3,795,229 0.63%

90,001 to 100,000 12 0.04% $1,113,758 0.18%

Total 28,003 100.00% $605,920,949 100.00%


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Contracts by Seasoning

SeasoningNumber


Less than 6 months 6,116 21.84% $162,294,484 26.78%

6 months to 1 year 7,586 27.09% $189,187,272 31.22%

1 year to 2 years 5,288 18.88% $119,632,754 19.74%

2 years to 3 years 5,190 18.53% $93,213,240 15.38%

3 years to 4 years 2,813 10.05% $34,536,553 5.70%

4 years to 5 years 1,006 3.59% $7,047,025 1.16%

Greater than 5 years 4 0.01% $9,620 0.00%

Total 28,003 100.00% $605,920,949 100.00%

Contracts by Term to Maturity

Term to Maturity

Number


Less than 6 months 798 2.85% $4,301,719 0.71%

6 months to 1 year 1,145 4.09% $9,368,765 1.55%

1 year to 2 years 3,171 11.32% $39,943,673 6.59%

2 years to 3 years 5,062 18.08% $98,443,362 16.25%

3 years to 4 years 6,951 24.82% $168,237,437 27.77%

4 years to 5 years 10,876 38.84% $285,625,992 47.14%

Total 28,003 100.00% $605,920,949 100.00%


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Contracts by State

StateNumber


New South Wales 9,993 35.69% $203,172,837 33.53%

Victoria 5,207 18.59% $112,823,886 18.62%

Western Australia 4,098 14.63% $95,649,166 15.79%

Queensland 7,091 25.32% $158,538,216 26.16%

Australian Capital Territory 165 0.59% $3,197,106 0.53%

South Australia 1,114 3.98% $25,758,983 4.25%

Northern Territory 308 1.10% $6,297,583 1.04%

Tasmania 27 0.10% $483,172 0.08%

Total 28,003 100.00% $605,920,949 100.00%

Contracts by Percentage Balloon

Percentage Balloon

Number


Zero 21,383 76.36% $384,459,026 63.45%

1-10 131 0.47% $3,752,942 0.62%

11-20 615 2.20% $17,947,298 2.96%

21-30 3,019 10.78% $99,983,484 16.50%

31-40 2,233 7.97% $77,484,081 12.79%

41-50 554 1.98% $20,265,162 3.34%

51-55 68 0.24% $2,028,955 0.33%

Total 28,003 100.00% $605,920,949 100.00%


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Contracts by Vehicle Make

Vehicle MakeNumber


Holden 5,603 20.01% $117,418,826 19.38%

Ford 3,932 14.04% $84,402,133 13.93%

Nissan 2,544 9.08% $65,417,833 10.80%

Toyota 3,019 10.78% $63,450,136 10.47%

Mazda 2,819 10.07% $58,112,735 9.59%

Mitsubishi 2,191 7.82% $47,543,048 7.85%

Honda 1,383 4.94% $27,575,785 4.55%

Kia 1,134 4.05% $18,603,892 3.07%

Hyundai 985 3.52% $15,016,779 2.48%

Mercedes Benz 451 1.61% $14,577,036 2.41%

Other 3,942 14.08% $93,802,747 15.48%

Total 28,003 100.00% $605,920,949 100.00%


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8 Credit and Liquidity Support8.1 Introduction

The liquidity and credit enhancement in respect of the Series is intended to enhance the likelihood of full and timely payment of principal and interest due and to decrease the likelihood that noteholders will experience losses. Unless otherwise specified, the creditand liquidity enhancement for a Class of Notes will not provide protection against all risks of loss and will not guarantee repayment of the entire principal balance and accrued interest. If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, Noteholders will bear their allocated share of losses.

Credit Support

8.2 Excess Available Income

Protection may be provided to Noteholders against any potential losses by the allocation of the excess income. Excess income is generated to the extent the Series Assets generate more income than is required to meet the expected payments to be made in respect of the Notes of the Series for a given period.

8.3 Subordination of Notes

The rights of Seller Noteholders to the payment of principal are subordinated, after the occurrence of an Event of Default and the enforcement of the Charge, to the Noteholders of Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes to such amounts.

The rights of Class E Noteholders to the payment of principal are subordinated, after the occurrence of an Event of Default and the enforcement of the Charge, to the Noteholders of Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes to such amounts.

The rights of Class D Noteholders to the payment of principal are subordinated, after the occurrence of an Event of Default and the enforcement of the Charge, to the Noteholders of Class A Notes, the Class B Notes and the Class C Notes to such amounts.

The rights of Class C Noteholders to the payment of principal are subordinated, after the occurrence of an Event of Default and the enforcement of the Charge and if the Stepdown Test has not been satisfied, to the Noteholders of Class A Notes and Class B Notes to such amounts.

The rights of Class B Noteholders to the payment of principal are subordinated, after the occurrence of an Event of Default and the enforcement of the Charge and if the Stepdown Test has not been satisfied, to the Noteholders of Class A Notes to such amounts.

The rights of Class A Noteholders to the payment of principal will rank pari passu and rateably amongst themselves.


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Prior to the occurrence of an Event of Default and the enforcement of the Charge, the Class B Noteholders and the Class C Noteholders may be entitled to receive certain payments of principal pari passu and rateably with the Class A Holders if the Stepdown Test has been satisfied.

Liquidity Support

8.4 Liquidity Reserve

From the proceeds of the issue of the Notes, the Issuer will apply an amount equal to the greater of A$500,000 and 1.00% of the initial Aggregate Principal Outstanding of the Notes to fund the Liquidity Reserve. Following a reduction in the Liquidity Reserve Required Amount, amounts in excess of the Liquidity Reserve Required Amount standing to the credit of the Liquidity Reserve will then be treated as part of Total Principal Collections on the next following Payment Date. Further amounts will be deposited into the Liquidity Reserve as required under Section 9.6 (“Liquidity Reserve”).

The Liquidity Reserve will be drawn on Payment Dates only to meet timing differences in the Issuer’s payment obligations under Section 9.11 (“Priority of payments - Income”), being the Required Payments which are unable to be met by Income Collections, anyPrincipal Draw and any Servicer Reserve Fund Draw on that Payment Date.

The application of amounts in excess of the Liquidity Reserve Required Amount and the repayment of Liquidity Draws is set out in Section 9.6 (“Liquidity Reserve”).

Drawings under the Liquidity Reserve will be repaid pursuant to the priority set out in Section 9.11 (“Priority of payments - Income”).

8.5 Servicer Reserve Fund

The Issuer (at the direction of the Manager) will be required to establish a Servicer Reserve Fund to the extent of the Servicer Reserve Fund Required Amount if, and for as long as, the Servicer’s parent company does not have a rating of at least Baa2 from Moody’s and BBB from Fitch.

The Servicer Reserve Fund, if required to be funded, will be funded from Total Principal Collections.

The Servicer Reserve Fund will be drawn on Payment Dates only to meet timing differences in the Issuer’s payment obligations under Section 9.11 (“Priority of payments - Income”) (such drawing being a “Servicer Reserve Fund Draw”), being the Required Payments which are unable to be met by Income Collections and any Principal Draw on that Payment Date.

The termination of the Servicer Reserve Fund, any reduction in the Servicer Reserve Fund Required Amount and the repayment of Servicer Reserve Fund Draws is set out in Section 9.7 (“Servicer Reserve Fund”).


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9 Cashflow Allocation Methodology 9.1 Application of Notes

The Issuer has agreed to use the issue proceeds of any Notes on the Issue Date to acquire Motor Receivables and their Related Securities in accordance with the Receivables Acquisition and Servicing Agreement. The proceeds of the Notes will also be used to fund the Liquidity Reserve on the Issue Date.

9.2 Calculation of Available Income

On each Determination Date, the Manager will calculate the Available Income (without double counting) as the aggregate of:

(a) the aggregate Income Collections for that Determination Date;

(b) any amount allocated as a Principal Draw in respect of that Determination Date;

(c) any amount allocated as a Servicer Reserve Fund Draw in respect of that Determination Date; and

(d) any amount allocated as a Liquidity Draw in respect of that Determination Date.

9.3 Income Collections

In respect of each Determination Date, the Income Collections are calculated as the aggregate of:

(a) the lesser of:

(i) Collections with respect to the immediately preceding Collection Period; and

(ii) Finance Charges with respect to the immediately preceding Collection Period;

(b) any net amount received or to be received by the Issuer under any Interest Rate Swap Agreement on or before the immediately following Payment Date;

(c) any interest income (or amounts in the nature of interest income) credited to the Collection Account not included as Finance Charges with respect to the immediately preceding Collection Period;

(d) any amount of input tax credits with respect to the immediately preceding Collection Period; and

(e) any other amount received by the Issuer with respect to the immediately preceding Collection Period which the Manager determines is in the nature of income.


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9.4 Finance Charges

In respect of each Collection Period, the Finance Charges are calculated as the aggregate of the following amounts (without double counting) in respect of the Motor Receivables:

(a) all debit entries representing any amount of interest or which is otherwise in the nature of income or other charges or fees (which are in the nature of income) that have been charged during the Collection Period made to the accounts established in the Servicer’s records for the Motor Receivables;

(b) any Prepayment Break Costs charged in relation to the Motor Receivables during a prior Collection Period and received during the Collection Period;

(c) any Recoveries received by the Servicer in relation to the Motor Receivables during the Collection Period (less any reversals made during the Collection Period in respect of Recoveries where the original debit entry (or part thereof) was in error);

(d) any amounts received by the Issuer in the Collection Period as a result of the discovery of an incorrect representation made by the Seller, the Servicer or the Manager (including where such amounts represent accrued but unraised interest on the Motor Receivables in respect of the Collection Period); and

(e) any amounts received by the Issuer in the Collection Period as a result of the sale of Series Assets in accordance with the Transaction Documents which the Servicer determines are to be treated as Finance Charges,

less the aggregate of any amount debited during the Collection Period to the accounts established in the Servicer’s records for the Motor Receivables in respect of government fees or charges, bank accounts debits tax or similar government taxes or duties (including any tax or duty in respect of payments or receipts to or from bank or other accounts) paid by the Servicer or any amounts received by the Seller or the Servicer from an Obligor in respect of goods and services tax, hiring duty, rental business duty or credit business duty in relation to a Motor Receivable.

9.5 Principal Draw

(a) If, on any Determination Date, there is a Liquidity Shortfall then the Manager must direct the Issuer to make a Principal Draw on the Payment Date immediately following that Determination Date by applying an amount of Principal Collections of an amount equal to the lesser of:

(i) the Liquidity Shortfall; and

(ii) where Collections exceed Finance Charges for that Collection Period, the amount of such excess or, where the Finance Charges exceed the Collections for that Collection Period, zero.


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(b) Any Principal Draws outstanding from previous Collection Periods must to the extent that funds are available be repaid according to Section 9.11 (“Priority of payments – Income”).

9.6 Liquidity Reserve

(a) From the proceeds of the issue of the Notes, the Trustee will apply an amount equal to the greater of $500,000 and 1.00% of the initial Aggregate Principal Outstanding of the Notes to fund a reserve account known as the “Liquidity Reserve”. Further amounts will be deposited into the Liquidity Reserve to the extent required under Section 9.11 (“Priority of Payments - Income”).

(b) Following the Issue Date, the Manager will determine the Liquidity Reserve Required Amount on each Determination Date. The amount by which the Liquidity Reserve balance exceeds the Liquidity Reserve Required Amount on each Payment Date will be treated as part of Total Principal Collections on that Payment Date in accordance with Section 9.12(c) (“Calculation of Total Principal Collections”).

(c) Each Liquidity Draw made on any Payment Date in accordance with Section 9.8(“Liquidity Draw”) is to be repaid on the following Payment Date, but only to the extent that there are funds available for this purpose in accordance with Section9.11(g) (“Priority of payments - Income”). If outstanding Liquidity Draws are not repaid in full on a Payment Date, any unpaid amounts will be carried forward so that they are payable by the Issuer on each following Payment Date to the extent that funds are available for this purpose in accordance with Section 9.11(g)(“Priority of payments - Income”), until all outstanding Liquidity Draws have been repaid.

(d) On the Payment Date on which all Notes are to be redeemed in full, any amounts standing to the balance of the Liquidity Reserve after any Liquidity Draw has been made in accordance with clause 9.8 (“Liquidity Draw”), will be released from the Liquidity Reserve and treated as part of Total Principal Collections in accordance with Section 9.12(c) (“Calculation of Total Principal Collections”).

9.7 Servicer Reserve Fund

(a) The Issuer (at the direction of the Manager) must establish a reserve account known as the “Servicer Reserve Fund” to the extent of the Servicer Reserve Fund Required Amount if, and for as long as, the Servicer’s parent company does not have a rating of at least Baa2 from Moody’s and BBB from Fitch (the “Parent Required Ratings”). If required to be funded, the Servicer Reserve Fund will be funded from Total Principal Collections.

(b) If, following a subsequent increase in the rating of the Servicer’s parent companyto or above the Parent Required Ratings, the Issuer is notified by the Manager that it is no longer required to maintain the Servicer Reserve Fund then the Issuermay upon instructions from the Manager terminate the Servicer Reserve Fund and all amounts standing to the credit of the Servicer Reserve Fund Ledger will then be treated as part of Total Principal Collections on the following Payment


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Date in accordance with Section 9.12(c) (“Calculation of Total Principal Collections”).

(c) Following a reduction in the Servicer Reserve Fund Required Amount, amounts standing to the credit of the Servicer Reserve Fund Ledger in excess of the Servicer Reserve Fund Required Amount will then be treated as part of Total Principal Collections on the following Payment Date in accordance with Section 9.12(c) (“Calculation of Total Principal Collections”).

(d) Each Servicer Reserve Fund Draw made on any Payment Date in accordance with Section 9.9 (“Servicer Reserve Fund Draw”) is repayable on the following Payment Date, but only to the extent that there are funds available for this purpose in accordance with Section 9.11(l) (“Priority of payments - Income”). If outstanding Servicer Reserve Fund Draws are not repaid in full on a Payment Date, any unpaid amounts will be carried forward so that they are payable by the Issuer on each following Payment Date to the extent that funds are available for this purpose in accordance with Section 9.11 (“Priority of payments - Income”), until the Servicer Reserve Fund balance is equal to the Servicer Reserve Fund Required Amount.

(e) On the Payment Date on which all Notes are to be redeemed in full, any amounts standing to the balance of the Servicer Reserve Fund Ledger after any Servicer Reserve Fund Draw has been made in accordance with Section 9.9 (“Servicer Reserve Fund Draw”), will be released from the Servicer Reserve Fund and treated as part of Total Principal Collections in accordance with Section 9.12(c)(“Calculation of Total Principal Collections”).

9.8 Liquidity Draw

If on a Determination Date the Manager determines that there is a Liquidity Shortfall which will not be funded by a Principal Draw or a Servicer Reserve Fund Draw calculated on that Determination Date, the difference will (where available) constitute a Liquidity Draw. The Manager must direct, and the Issuer must make, a drawing from the Liquidity Reserve in an amount equal to the lesser of:

(a) the Liquidity Draw; and

(b) the Liquidity Reserve balance at that time.

Any such drawing will be allocated to Available Income as a Liquidity Draw.

9.9 Servicer Reserve Fund Draw

If on a Determination Date there is a Liquidity Shortfall which will not be funded by a Principal Draw calculated on that Determination Date, and the Servicer Reserve Fund is in existence, the difference will (where available) constitute a Servicer Reserve Fund Draw. The Manager must direct to Issuer to make, and the Issuer must make, a drawing from the Servicer Reserve Fund in an amount equal to the lesser of:

(a) the Servicer Reserve Fund Draw; and


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(b) the Servicer Reserve Fund balance at that time.

Any such drawing will be allocated to Available Income as a Servicer Reserve Fund Draw.

9.10 Required Payments

On each Determination Date the Manager will calculate the Required Payments as specified:

(a) if the Principal Outstanding of the Class E Notes as at the Determination Date is greater than zero and there are no unreimbursed Class E Charge-Offs, the sum of the amounts described in (a) to (k) in Section 9.11 (“Priority of payments –Income”);

(b) if paragraph (a) above does not apply, and the Principal Outstanding of the Class D Notes as at the Determination Date is greater than zero and there are no unreimbursed Class D Charge-Offs, the sum of the amounts described in (a) to (j) in Section 9.11 (“Priority of payments – Income”);

(c) if paragraphs (a) and (b) above do not apply, and the Principal Outstanding of the Class C Notes as at the Determination Date is greater than zero and there are no unreimbursed Class C Charge-Offs, the sum of the amounts described in (a) to (i) under Section 9.11 (“Priority of payments – Income”);

(d) if paragraphs (a) to (c) (inclusive) above do not apply, and the Principal Outstanding of the Class B Notes as at the Determination Date is greater than zero and there are no unreimbursed Class B Charge-Offs, the sum of the amounts described in (a) to (h) under Section 9.11 (“Priority of payments – Income”); and

(e) if paragraphs (a) to (d) (inclusive) above do not apply, the sum of the amounts described in (a) to (f) under Section 9.11 (“Priority of payments – Income”).

9.11 Priority of payments - Income

Prior to the occurrence of an Event of Default and enforcement of the Deed of Charge, the Manager must direct the Issuer to pay the following items in the following order ofpriority out of the Available Income on each Payment Date:

(a) first, one dollar to the Participation Unitholders;

(b) second, in payment of the Issuer’s and the Security Trustee’s fees and expenses incurred in accordance with the Transaction Documents;

(c) third, in payment of Manager’s fees and expenses incurred in accordance with the Transaction Documents

(d) fourth, in payment of Servicer’s fees and expenses incurred in accordance with the Transaction Documents;


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(e) fifth, in payment of all amounts due and payable by the Issuer to the Interest Rate Swap Provider in respect of the Interest Rate Swap Agreement (including any termination payments where the Interest Rate Swap Provider is not the defaulting party but excluding any termination payments where the Interest Rate Swap Provider is the “Defaulting Party”);

(f) sixth, pari passu and rateably:

(i) pari passu and rateably towards any outstanding interest on the Class A1 Notes; and

(ii) pari passu and rateably towards any outstanding interest in respect of the Class A2 Notes;

(g) seventh, an amount equal to the aggregate of all Liquidity Draws remaining unreimbursed from preceding Payment Dates will be allocated to the Liquidity Reserve;

(h) eighth, pari passu and rateably towards any outstanding interest in respect of the Class B Notes;

(i) ninth, pari passu and rateably towards any outstanding interest in respect of the Class C Notes;

(j) tenth, pari passu and rateably towards any outstanding interest in respect of the Class D Notes;

(k) eleventh, pari passu and rateably towards any outstanding interest in respect of the Class E Notes;

(l) twelfth, any unreimbursed Principal Draws or Servicer Reserve Fund Draws will be allocated to Total Principal Collections;

(m) thirteenth, an amount equal to any Defaulted Amount will be allocated towards Total Principal Collections;

(n) fourteenth, any Charge-Offs other than Seller Charge-Offs remaining unreimbursed will be allocated to Total Principal Collections;

(o) fifteenth, in payment to the Seller any aggregate Accrued Interest Adjustment for all Motor Receivables (if any);

(p) sixteenth, pari passu and rateably towards any outstanding interest in respect of the Seller Notes;

(q) seventeenth, any Seller Charge-Offs remaining unreimbursed will be allocated to Total Principal Collections;

(r) eighteenth, in payment of any termination payments due and payable by the Issuer to the Interest Rate Swap Provider in respect of the Interest Rate Swap Agreement where the Interest Rate Swap Provider is the “Defaulting Party”;


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(s) nineteenth, the Tax Shortfall (if any) for that Payment Date;

(t) twentieth, the Tax Amount (if any) for that Payment Date; and

(u) finally, the balance to the Participation Unitholders.

The Issuer will make a payment only to the extent that any Available Income remain available from which to make the payment after amounts with priority to that payment have been paid.

9.12 Calculation of Total Principal Collections

On each Determination Date, the Manager must calculate the Total Principal Collections as the aggregate of:

(a) Principal Collections with respect to the immediately preceding Collection Period;

(b) the amounts referred to in Section 9.11 (“Priority of payments – Income”) to be treated as Total Principal Collections on the immediately following Payment Date, where applicable; and

(c) any amounts released from the Liquidity Reserve or the Servicer Reserve Fund as a result of the Issuer no longer being required to maintain a Liquidity Reserve or the Servicer Reserve Fund or following a reduction in the Liquidity Reserve Required Amount or the Servicer Reserve Fund Required Amount (as applicable).

9.13 Principal Distributions

Prior to the occurrence of an Event of Default and enforcement of the Deed of Charge, the Manager must direct the Issuer to pay the following items in the following order of priority out of the Total Principal Collections on each Payment Date:

(a) if the Stepdown Test is satisfied on that Payment Date, in the following order of priority:

(i) first, if the Issuer is required to establish and maintain the Servicer Reserve Fund, towards a credit to the Servicer Reserve Fund Ledger until the amount standing to the credit thereof is equal to the Servicer Reserve Fund Required Amount for such Payment Date;

(ii) second, in paying pari passu and rateably:

(A) pari passu and rateably to the Class A1 Noteholders until theaggregate Principal Outstanding of the Class A1 Notes is reduced to zero;

(B) pari passu and rateably to the Class A2 Noteholders until the aggregate Principal Outstanding of the Class A2 Notes is reduced to zero;


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(C) pari passu and rateably to the Class B Noteholders until the aggregate Principal Outstanding of the Class B Notes is reduced to zero; and

(D) pari passu and rateably to the Class C Noteholders until the aggregate Principal Outstanding of the Class C Notes is reduced to zero;

(iii) third, pari passu and rateably to the Class D Noteholders until the aggregate Principal Outstanding of the Class D Notes is reduced to zero;

(iv) fourth, pari passu and rateably to the Class E Noteholders until the aggregate Principal Outstanding of the Class E Notes is reduced to zero;

(v) fifth, pari passu and rateably to the Seller Noteholders until the aggregate Principal Outstanding of the Seller Notes is reduced to zero; and

(vi) sixth, to the extent of any surplus:

(A) first, in repaying any outstanding subscription price of each Residual Unit; and

(B) second, any remaining amounts to the Participation Unitholder; and

(b) if the Stepdown Test is not satisfied on that Payment Date, in paying in the following order of priority:

(i) first, if the Issuer is required to establish and maintain the Servicer Reserve Fund, towards a credit to the Servicer Reserve Fund Ledger untilthe amount standing to the credit thereof is equal to the Servicer Reserve Fund Required Amount for that Payment Date;

(ii) second, pari passu and rateably to:

(A) pari passu and rateably to the Class A1 Noteholders until the aggregate Principal Outstanding of the Class A1 Notes is reduced to zero; and

(B) pari passu and rateably to the Class A2 Noteholders until theaggregate Principal Outstanding of the Class A2 Notes is reduced to zero;

(iii) third, pari passu and rateably to the Class B Noteholders until the aggregate Principal Outstanding of the Class B Notes is reduced to zero;

(iv) fourth, pari passu and rateably to the Class C Noteholders until the aggregate Principal Outstanding of the Class C Notes is reduced to zero;

(v) fifth, pari passu and rateably to the Class D Noteholders until the aggregate Principal Outstanding of the Class D Notes is reduced to zero;


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(vi) sixth, pari passu and rateably to the Class E Noteholders until the aggregate Principal Outstanding of the Class E Notes is reduced to zero; and

(vii) seventh, pari passu and rateably to the Seller Noteholders until the aggregate Principal Outstanding of the Seller Notes is reduced to zero; and

(viii) eighth, to the extent of any surplus:

(A) first, in repaying any outstanding subscription price of each Residual Unit; and

(B) second, any remaining amounts to the Participation Unitholder.

The Issuer will make a payment only to the extent that any Total Principal Collections remain available from which to make the payment after amounts with priority to that payment have been paid.

9.14 Application of proceeds following an Event of Default

Following the occurrence of an Event of Default and enforcement of the Deed of Charge, the Security Trustee must apply all moneys received by it in respect of the Secured Property in the following order:

(a) first, to each holder of a Security Interest of which the Security Trustee is aware and which has priority over the Deed of Charge in relation to the Series Assets;

(b) second, to pay pari passu and rateably any fees, remunerations and demands, any outgoings, liabilities, losses, costs, claims, expenses, actions, damages, charges, stamp duties and other taxes due to or incurred by the Receiver or the Security Trustee;

(c) third, to pay pari passu and rateably any fees and any liabilities, losses, costs, claims, expenses, actions, damages, demands, charges, stamp duties and other taxes of the Manager, the Issuer and the Servicer;

(d) fourth, pari passu and rateably in payment of all amounts due and payable by the Issuer to:

(i) the Class A1 Noteholders;

(ii) the Class A2 Noteholders; and

(iii) the Interest Rate Swap Provider in respect of the Interest Rate Swap Agreement (including any termination payments where the Interest Rate Swap Provider is not the “Defaulting Party” but excluding any termination payments where the Interest Rate Swap Provider is the “Defaulting Party”);


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(e) fifth, pari passu and rateably in payment of all amounts due and payable by the Issuer to the Class B Noteholders;

(f) sixth, pari passu and rateably in payment of all amounts due and payable by the Issuer to the Class C Noteholders;

(g) seventh, pari passu and rateably in payment of all amounts due and payable by the Issuer to the Class D Noteholders;

(h) eighth, pari passu and rateably in payment of all amounts due and payable by the Issuer to the Class E Noteholders;

(i) ninth, pari passu and rateably in payment of all amounts due and payable by the Issuer to the Seller Noteholders;

(j) tenth, in payment of any termination payments due and payable by the Issuer to the Interest Rate Swap Provider in respect of the Interest Rate Swap Agreementwhere the Interest Rate Swap Provider is the “Defaulting Party”; and

(k) finally, to pay any surplus to the Participation Unitholders.

The proceeds of any Cash Collateral will not be distributed in accordance with this Section 9.14. Any such Cash Collateral shall (subject to the operation of any netting provisions in the Interest Rate Swap Agreement) be returned to the Interest Rate Swap Provider, except to the extent that the Interest Rate Swap Agreement requires it to be applied to satisfy any obligation owed to the Issuer by the Interest Rate Swap Provider.

The Security Trustee will make a payment only to the extent that any proceeds remain available from which to make the payment after amounts with priority to that payment have been paid.

9.15 Charge-Offs

On each Payment Date to the extent that there have been any Defaulted Amounts duringthe immediately preceding Collection Period, such Defaulted Amounts will be allocated as follows:

(a) first, to the extent that there are Defaulted Amounts which have not been reimbursed from the application of Available Income on that Payment Date, to the Seller Notes until the aggregate Stated Amount of the Seller Notes is reduced to zero;

(b) second, to the extent that there are Defaulted Amounts which have not been reimbursed from the application of Available Income on that Payment Date following the application under paragraph (a), to the Class E Notes, until the aggregate Stated Amount of the Class E Notes is reduced to zero;

(c) third, to the extent that there are Defaulted Amounts which have not been reimbursed from the application of Available Income on that Payment Date


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following the application under paragraphs (a) and (b), to the Class D Notes, until the aggregate Stated Amount of the Class D Notes is reduced to zero;

(d) fourth, to the extent that there are Defaulted Amounts which have not been reimbursed from the application of Available Income on that Payment Date following the application under paragraphs (a), (b) and (c), to the Class C Notes, until the aggregate Stated Amount of the Class C Notes is reduced to zero;

(e) fifth, to the extent that there are Defaulted Amounts which have not been reimbursed from the application of Available Income on that Payment Date following the application under paragraphs (a), (b),(c) and (d), to the Class B Notes, until the aggregate Stated Amount of the Class B Notes is reduced to zero; and

(f) finally, pari passu and rateably to the Class A Notes, until the aggregate Stated Amount of the Class A Notes is reduced to zero.

9.16 Reimbursement of Note Charge-Offs

Charge-Offs may be reimbursed to the extent Available Income is available to be applied for this purpose in accordance with Section 9.11 (“Priority of payments - Income”).

On each Payment Date, the amounts allocated towards the reimbursement of Charge-Offs under Section 9.11(n) (“Priority of payments - Income”) on that Payment Date will increase the aggregate Stated Amount (up to the Principal Outstanding of the respective Notes) of each Class of Notes in the following order:

(a) first, pari passu and rateably to the Class A Notes;

(b) second, the Class B Notes;

(c) third, the Class C Notes;

(d) fourth, the Class D Notes; and

(e) fifth, the Class E Notes.

On each Payment Date, the amounts allocated towards the reimbursement of Charge-Offs under Section 9.11(q) (“Priority of payments - Income”) on that Payment Date will increase the aggregate Stated Amount, up to the Principal Outstanding, of the Seller Notes.


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10 The Parties to the Program10.1 The Issuer

The Issuer is BNY Trust Company of Australia Limited (“BNY”) in its capacity as trustee of the Trust and in respect of the Series. BNY was incorporated on 10 December 1990 as, and now operates as, a registered Australian public company limited by shares under the Corporations Act 2001 of Australia (“Corporations Act”). The Australian Business Number of the Issuer is 49 050 294 052 and its registered office is at Level 2, 35 Clarence Street, Sydney, NSW, Australia.

The Issuer will issue notes in its capacity as trustee of the Trust in respect of the Series. Details of the Trust are set out in Section 11.1 (“The Trust”).

The Issuer has one million ordinary shares. The shares are held by the ultimate holding company of the Issuer being The Bank of New York Mellon Corporation.

No capital has been agreed to be issued. As a result of changes to the Corporations Act of Australia, the Issuer no longer has authorised share capital.

The directors of the Issuer are as follows:

Name Business Address Principal Activities

John William McGee Level 235 Clarence StreetSydney NSW 2000

Company Director

Michael James Scott Thomson

Level 235 Clarence StreetSydney NSW 2000

Company Director

Jonathan Westaby Sweeney Level 235 Clarence StreetSydney NSW 2000

Company Director

10.2 The Manager and Interest Rate Swap Provider

The Manager and the Interest Rate Swap Provider will be Bank of Scotland plc, Australia Branch.

Overview

Bank of Scotland plc (“Bank of Scotland” and, together with its subsidiary undertakings from time to time, “Bank of Scotland Group”) (incorporated in Scotland with limited liability, registration number SC327000) is a leading UK based financial services group providing a wide range of banking and financial services, primarily in the UK, to personal and corporate customers. The registered office of Bank of Scotland is located at The Mound, Edinburgh EH1 1YZ, Scotland and its telephone number is +44(0) 870 600 5000.


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Its main business activities are retail, commercial and corporate banking. The main businesses of Bank of Scotland are split into three divisions, Retail, Wholesale and Wealth and International. Services provided by Retail include the provision of banking, mortgage and other financial services to personal customers and mortgages. Wholesale provides banking and related services for major UK and multinational corporates and financial institutions, and small and medium-sized UK businesses. It also provides asset finance to personal and corporate customers and provides banking and financial services overseas. Services provided by Wealth and International include the provision of private banking and International Banking.

History and development of Bank of Scotland

Bank of Scotland was originally established in 1695 as The Governor and Company of the Bank of Scotland by an Act of the Parliament of Scotland. On 17 September 2007, in accordance with the provisions of the HBOS Group Reorganisation Act 2006 (the “Reorganisation Act”), The Governor and Company of the Bank of Scotland registered as a public limited company under the UK Companies Act 1985 and changed its name to Bank of Scotland plc. On the same day, under the Reorganisation Act, the business activities, assets (including investments in subsidiaries) and liabilities of Capital Bank plc, Halifax plc and HBOS Treasury Services plc transferred to Bank of Scotland.

Bank of Scotland is a United Kingdom clearing bank with its headquarters in Edinburgh and an “authorised person” under the UK Financial Services and Markets Act 2000. It is a member of the British Bankers’ Association and the Committee of Scottish Clearing Bankers. Part 6 of the Banking Act 2009 confirmed Bank of Scotland’s right to issue bank notes in Scotland.

Following the acquisition of HBOS plc by Lloyds Banking Group plc (formerly Lloyds TSB Group plc) on 16 January 2009 (the “Acquisition”), and the subsequent transfer of 100 per cent of the ordinary share capital of HBOS plc to Lloyds TSB Bank plc by Lloyds Banking Group plc on 1 January 2010, Bank of Scotland is now a directly owned and controlled subsidiary of HBOS plc which in turn is now directly owned and controlled by Lloyds TSB Bank plc and is indirectly owned and controlled by Lloyds Banking Group plc.

Bank of Scotland in Australia

Bank of Scotland is registered as a foreign company in Australia and carries on banking business in Australia pursuant to an authority issued by the Australian Prudential Regulation Authority. In addition, the Australia branch also holds an Australian Financial Services Licence issued by the Australian Securities and Investments Commission which enables the Australia branch to conduct its treasury activities within the Australian jurisdiction.

The registered office of the branch of Bank of Scotland in Australia is located at Level 25, 45 Clarence Street, Sydney NSW 2000, Australia.

The Australia branch of Bank of Scotland provides wholesale funding, management of liquidity and arranges debt capital issuance and asset securitisation programmes for Lloyds International and its subsidiaries in Australia. It also provides a range of treasury


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products and risk management solutions to Lloyds International and its subsidiaries in Australia and their clients.

10.3 The Seller and Servicer

The Seller and initial Servicer is Capital Finance Australia Limited (ABN 23 069 663 136) a public unlisted company which was incorporated in New South Wales on July 13, 1995. It is a wholly owned subsidiary of Lloyds International and has its registered office at Level 3, 20 Lexington Drive, Bella Vista, New South Wales, 2153.

Capital Finance Australia Limited is one of Australia’s leading asset finance companies providing asset funding to all types of businesses and individuals with a focus on partnering with customers and offering the right asset finance solution for their unique needs.

Capital Finance Australia Limited has three principal business lines being Wholesale and Retail Motor Financing, Business Financing and Property.

Wholesale and Retail Motor Financing

This business comprises a large network of dealer partners who are able to offer retail financing options to motor vehicle purchasers. Dealers are offered a range of wholesale solutions for their sales floor stock and support with Finance and Insurance locum services.

Business Financing

The Business Financing area provides specialist asset funding to help companies achieve their business goals in the most cost-effective way. This area acts as a commercial financier for the government, multinationals and public and private companies. The Business Financing area strives to create and maintain meaningful, long-term relationships with both clients and introducers.

Property

The Property area provides project finance for the development of medium to high density residential projects as well as industrial and commercial developments, primarily within Greater Sydney and major NSW northern coastal centres, Greater Melbourne and South East Queensland. This division also provides flexible and competitive term loans to facilitate the long term ownership of commercial property. The management of this area moved to the Property division of Lloyds International in the first half of 2009 and is no longer managed by the Asset Finance division.


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10.4 The Security Trustee

The Security Trustee is BNY Trust (Australia) Registry Limited (“BNY”). BNY is and continues to operate as a limited liability public company under the Corporations Act. The Australian Company Number of BNY is 000 334 636 and its office is Level 2, 35 Clarence Street, Sydney NSW, 2000, Australia.

The business of BNY is the provision of corporate trustee services.


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11 Transaction StructureThe Series of Notes will be issued pursuant to the transaction structure described below.

11.1 The Trust

The terms of the Trust are governed by the Master Trust Deed, the Master Security Trust Deed and the Series Supplement for the Series. An unlimited amount of trusts may be established under the Master Trust Deed.

The Trust is a common law trust which was established by the Issuer on 16 October2009. The Trust may only act through the Issuer as trustee of the Trust. Accordingly references to actions or obligations of the Issuer refer to such actions or obligations of the Trust.

The Trust will terminate on the earlier of:

(a) the day before the eightieth anniversary of 16 October 2009; and

(b) the date on which the Manager notifies the Issuer that it is satisfied that the Secured Money of each series of the Trust has been unconditionally and irrevocably repaid.

Units

The beneficial interest in the Trust is represented by:

• ten Residual Units; and

• one Participation Unit.

The current holder of:

• nine Residual Units is Capital Finance Australia Limited; and

• the one Participation Unit is Capital Finance Australia Limited.

The current holder of the remaining Residual Unit is Solution Capital Pty Limited (an entity which is not a Related Body Corporate (as defined in the Corporations Act)) of Capital Finance Australia Limited.

Entitlement of holders of the Residual Units and holders of the Participation Units

The beneficial interest in the Trust is vested in the Residual Unitholders and the Participation Unitholder in accordance with the terms of the Master Trust Deed, the Notice of Creation of Trust and the Series Supplement.


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Entitlement to payments

The Residual Unitholders and the Participation Unitholder have the right to receive distributions under the Series Supplement only to the extent that funds are available for distribution in accordance with the Series Supplement and the Master Trust Deed for distribution to them. Subject to this, the Residual Unitholders and the Participation Unitholder have no right to receive distributions other than a right to receive on the termination of the Trust the amount of the initial investment it made in respect of the Trust and any other surplus Series Assets of the Series on its termination in accordance with the terms of the Series Supplement and the Master Trust Deed.

Transfer

The Residual Units and the Participation Unit may be transferred in accordance with the Master Trust Deed. Any transfer of a Residual Unit or the Participation Unit requires the consent of the Issuer.

Ranking

The rights, claims and interest of the Residual Unitholders and the Participation Unitholder at all times rank after, and are subject to, the interests of the Secured Creditors.

Restricted rights

The Residual Unitholders and the Participation Unitholder are not entitled to:

(a) exercise a right or power in respect of, lodge a caveat or other notice affecting, or otherwise claim any interest in, a Series Asset in respect of the Series in respect of the Trust; or

(b) require the Issuer or any other person to transfer a Series Asset in respect of theSeries in respect of the Trust to a Residual Unitholder or a Participation Unitholder; or

(c) interfere with any powers of the Manager or the Issuer under the Master Trust Deed or any other Transaction Document in respect of the Series; or

(d) take any step to remove the Manager or the Issuer; or

(e) take any step to end the Trust; or

(f) interfere in any way with any other trust established under the Master Trust Deed.

Purpose of the Series

The Series has been established for the sole purpose of issuing the Notes, acquiring the Motor Receivables and Related Documents and entering into the transactions contemplated by the Transaction Documents.


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As at the Issue Date, and prior to the issue of the Notes, the Series has not commenced operations and the Series will, following the Issue Date, undertake no activity other than that contemplated by the Transaction Documents.

11.2 Series Segregation

The Trust is constituted by the Notice of Creation of Trust and the Master Trust Deed. The assets of the Trust are allocated to separate “Series”, each established by the execution of a “Notice of Creation of Security Trust”, “Deed of Charge” and “Series Supplement” for that series by the Issuer in accordance with the Master Trust Deed and the Master Security Trust Deed.

The Series will comprise assets allocated to it by the Issuer and liabilities incurred by the Issuer in respect of the Series (including liabilities under the Notes) will be secured against those assets under the Deed of Charge for the Series.

The assets and liabilities of the Series are accounted for separately from those of any Other Series established under the Master Security Trust Deed and are not available in any circumstances to meet any obligations of the Issuer in respect of any Other Series. If, upon enforcement or realisation of the Deed of Charge, sufficient funds are not realised to discharge in full the obligations of the Issuer in respect of the Series, no further claims may be made against the Issuer in respect of such obligations and no claims may be made against any of its assets.

An Event of Default in respect of the Series will not constitute an event of default in respect of any Other Series of the Trust.

The Series will correspond to the issuance of Notes.

11.3 The Issuer as Trustee

The Issuer is appointed as trustee of the Trust, pursuant to the Master Trust Deed, on the terms set out in the Master Trust Deed and the Series Supplement. The Issuer is paid a regular periodic fee (as agreed from time to time between the Issuer and the Manager) in respect of the Series.

The Issuer enters into the Transaction Documents and issues the Notes only in its capacity as trustee of the Trust and in respect of the Series and in no other capacity. A liability arising under or in connection with the Transaction Documents, the Series or the Notes is limited to and can be enforced against the Issuer only to the extent to which it can be satisfied out of the Series Assets of the relevant Series which are available to satisfy the right of the Issuer to be indemnified for the liability. The Issuer’s limitation of liability, and the recourse that the Secured Creditors have against the Issuer, is described in further detail in Section 11.9 (“Limited recourse and limited liability of Issuer”).

Duties of the Issuer

Under the Master Trust Deed, the Master Security Trust Deed and the Deed of Charge, the Issuer undertakes to (among other things):


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(a) not do anything to create any Encumbrances (other than the Deed of Charge) over the Secured Property of the Series;

(b) not, except in the manner contemplated by the Transaction Documents, sell, transfer or otherwise dispose of the Series Assets of the Series; and

(c) notify the Security Trustee promptly of full details of an Event of Default (as defined below) or an event which will become an Event of Default after becoming aware of it.

Powers of the Issuer

The Issuer has all the powers in respect of the Trust that are legally available to a natural person or corporation.

The Issuer may delegate its powers and will not be liable for the acts or omissions of any agent or delegate provided that:

(a) the Issuer appoints the delegate in good faith and using reasonable care, and the delegate is not an officer or employee of the Issuer; or

(b) the delegate is a clearing system; or

(c) the Issuer is obliged to appoint the delegate pursuant to an express provision of a Transaction Document or pursuant to an instruction given to the Issuer in accordance with a Transaction Document; or

(d) the Manager provides prior written consent to such delegation (including where in the case of delegation of a material part of its rights or obligations under the Master Trust Deed or the appointment of any of its related entities as a delegate).

The Transaction Documents contain customary provisions for a document of this type that regulate the performance by the Issuer of its duties and obligations and the protections afforded to the Issuer in doing so. In general, the Issuer’s liability in all circumstances (and the recourse of the Secured Creditors) will be limited to the Series Assets of the Series unless the Issuer is fraudulent, grossly negligent or engaged in wilfulmisconduct.

Termination

The Issuer must immediately retire as trustee of the Trust if:

(a) the Issuer (in its personal capacity) becomes Insolvent;

(b) it is required to do so by law;

(c) the Issuer ceases to carry on business as a professional trustee;

(d) the Issuer merges or consolidates with another entity, unless:


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(i) that entity assumes the obligations of the Issuer under the Transaction Documents of the Trust; and

(ii) for the Trust:

(A) each Designated Rating Agency has been given notice of the merger or consolidation of the Issuer; and

(B) the Manager is satisfied on reasonable grounds that the merger or consolidation of the Issuer will not have an Adverse Rating Effect on the Notes of the Series; or

(e) there is a change in ownership of the shares (which carry a right to vote in the election of directors (or any similar matter)) of the Issuer of more than 50% from the position as at the date of this deed, unless approved by the Manager (such approval not to be unreasonably withheld).

In addition, subject to the terms of the Master Trust Deed, the Manager must request the Issuer to and the Issuer must (if so requested) retire as trustee of a Trust if the Issuer does not comply with a material obligation under the Transaction Documents of that Trust and, if the non-compliance can be remedied, the Issuer does not remedy the non-compliance within 30 days of being requested to do so by the Manager.

The Issuer may also retire as trustee of the Trust upon giving 90 days notice in writing to the Manager.

Any removal or retirement only takes effect when the appointment of a replacement trustee is effected in accordance with the Transaction Documents.

11.4 Motor Receivables and Related Documents

Series Assets of the Series will consist of Motor Receivables originated by the Seller and which meet certain criteria and parameters. See Section 6 (“Capital Finance Motor Receivables Program”).

In addition, the Seller will represent and warrant that each Motor Receivable is an Eligible Receivable.

11.5 The Security Trust

BNY Trust (Australia) Registry Limited is appointed as Security Trustee on the terms set out in the Master Security Trust Deed. The Security Trustee is a professional trustee company.

The Master Security Trust Deed contains customary provisions for a document of this type that regulate the performance by the Security Trustee of its duties and obligations and the protections afforded to the Security Trustee in doing so. In addition, it contains provisions which regulate the steps that are to be taken by the Security Trustee upon the occurrence of an Event of Default. In general, if an Event of Default occurs, the Security Trustee must notify the applicable Secured Creditors and will convene a meeting of the


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Secured Creditors of the Trust to obtain directions as to what actions the Security Trusteeshould take in respect of the Secured Property. Any meeting of Secured Creditors will be held in accordance with the terms of the Master Security Trust Deed. In respect of the Series, only the Voting Secured Creditors are entitled to vote at a meeting of Secured Creditors, unless the meeting is called to consider a particular issue in respect a Class of Secured Creditors.

The Security Trustee will be under no obligation to act if it is not satisfied that it is adequately indemnified.

Deed of Charge

The Noteholders in respect of the Series have the benefit of a fixed and floating charge over all the Series Assets of the Series under the Deed of Charge and the Master Security Trust Deed. The Security Trustee holds this charge on behalf of the Secured Creditors (including the Noteholders) pursuant to the Master Security Trust Deed and may enforce the charge upon the occurrence of an Event of Default.

Event of Default

An “Event of Default” in respect of the Series occurs if:

(a) (non-payment) the Issuer fails to pay any amount payable by it in respect of the Senior Obligations on time and in the manner required under the Transaction Documents unless, in the case of a failure to pay on time, the Issuer pays the amount within 3 Business Days of the due date; or

(b) (non-compliance with other obligations) the Issuer:

(i) does not comply with any other obligation relating to the Series under any Transaction Document of the Series; and

(ii) if the non-compliance can be remedied, does not remedy the non-compliance within 7 Business Days,

and the breach results in a Material Adverse Effect; or

(c) (Insolvency) the Issuer becomes Insolvent in its capacity as trustee of the Trust to which that Series relates (unless the event which causes it to become Insolvent only affects assets or liabilities of the Issuer which do not relate to the Series); or

(d) (voidable Transaction Document) a Transaction Document of the Series, or a transaction in connection with it, is or becomes (or is claimed to be) wholly or partly illegal, void, voidable or unenforceable or does not have (or is claimed not to have) the priority the Security Trustee intended it to have (“claimed” in this paragraph means claimed by the Issuer or anyone on its behalf unless it is capable of remedy and is remedied within 30 days), and this results in a Material Adverse Effect; or


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(e) (right of indemnity) the Issuer is (for any reason) not entitled to fully exercise the right of indemnity conferred on it under the Master Trust Deed against the Series Assets in respect of the Series to satisfy any liability to a Secured Creditor in respect of the Series and the circumstances are not rectified to the reasonable satisfaction of the Security Trustee within 30 days of the Security Trustee requiring the Issuer in writing to rectify them; or

(f) (Encumbrance) except as expressly permitted under the Charge for the Series, the Issuer creates, or attempts or takes any step to create an Encumbrance over the Secured Property of the Series or allows one to exist or an Encumbrance comes into existence over the Secured Property of the Series.

Limited recourse to Security Trustee

The Security Trustee’s liability under the Transaction Documents is limited to the amount which it receives or recovers from the Issuer under the Master Security Trust Deed, subject to such payments, deductions and withholdings by the Security Trustee as are authorised by the Master Security Trust Deed. This limitation will not apply to a liability of the Security Trustee to the extent that there is a reduction in the extent of the Security Trustee’s right of indemnity as a result of the Security Trustee’s fraud, gross negligence or wilful misconduct. The terms of the Security Trustee’s limitation of liability is set out in full in the Master Security Trust Deed.

Fees and indemnities

The Issuer, under the Master Security Trust Deed, has agreed to pay to the Security Trustee from time to time a fee (as agreed to between the Issuer and the Security Trustee) in respect of the Series. The Security Trustee is also indemnified out of the Series Assets for any liability or loss arising from and any Costs properly incurred in connection with complying with its obligations or exercising its rights under the Transaction Documents, except to the extent liabilities, losses or Costs are due to the Security Trustee’s fraud,gross negligence or wilful misconduct.

Application of proceeds following an Event of Default

Following the occurrence of an Event of Default and enforcement of the Charge under the Deed of Charge and the Master Security Trust Deed, the Security Trustee must apply all moneys received by it in respect of the Secured Property in the order described in Section 9 (“Cashflow Allocation Methodology”).

11.6 Management Deed

(a) General

Under the Management Deed, the Issuer appoints the Manager as its exclusive manager to perform the services described in the Management Deed on behalf of the Issuer. The Manager is entitled to be paid a fee by the Issuer for performing its duties under the Management Deed in respect of the Series.


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(b) Role of the Manager

The Manager, under the Management Deed, carries on the day to day administration, supervision and management of the Issuer’s business and directsthe Issuer in relation to the Issuer’s business in accordance with the Transaction Documents. The Manager has the power to delegate to its officers and employees all acts, matters and things, whether or not requiring the Manager’s judgment or discretion. The Manager must perform these duties until it retires or is removed in accordance with the Management Deed.

In particular, the Manager provides directions to the Issuer in relation to the documentation entered into by the Issuer as trustee of the Trust and the exercise of rights and the performance of obligations under the Transaction Documents.

The Management Deed contains various provisions relating to the Manager’s exercise of its powers and duties under the Management Deed, including provisions entitling the Manager to act on expert advice and to delegate its duties and obligations however the Manager remains liable for the acts or omissions of any such delegate.

(c) Removal of the Manager

It is a “Manager Termination Event” if:

(i) the Manager becomes Insolvent;

(ii) the Manager is required to retire by law;

(iii) the Manager ceases to carry on a financial services business; or

(iv) the Manager does not comply with a material obligation under the Transaction Documents in respect of the Series and, if the non-compliance can be remedied, the Manager does not remedy the non-compliance within 30 days after becoming aware of it.

(d) Retirement of the Manager

The Manager may retire upon giving the Issuer 90 days notice in writing.

(e) Appointment of successor manager

If the Manager retires or is removed as manager of the Series, the retiring Manager agrees to use its best endeavours to ensure a successor manager is appointed as soon as possible.

If a successor manager is not appointed within 90 days after notice of retirement or removal is given, the Issuer may appoint a successor manager for the Series.

The appointment of a successor manager will only take effect once the successor manager has become bound by the Transaction Documents of the Series.


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If the Series of the Trust is a Rated Series, a successor manager may only be appointed if:

(i) each Designated Rating Agency has been given prior notice of the appointment of the successor manager; and

(ii) the Issuer is not actually aware that the removal will have an Adverse Rating Effect. For the avoidance of doubt, the Issuer is under no obligation to make any investigations as to whether such removal will result in an Adverse Rating Effect.

(f) When retirement or removal takes effect

The retirement or removal of the Manager as manager of the Series only takes effect when:

(i) a successor manager is appointed for the Series; and

(ii) the successor manager and each other party to the Transaction Documents of the Series to which the Manager is a party in its capacity as manager have the same rights and obligations among themselves as they would have had if the successor manager had been party to them atthe dates of those documents.

(g) Notice to Designated Rating Agency

The Issuer has agreed to:

(i) provide prior notice to each Designated Rating Agency of the Series if:

(A) the Manager retires as manager of the Series; or

(B) it is proposed that the Manager be removed as Manager of theSeries or that a successor manager be appointed; and

(ii) in the case of a proposal to remove the Manager as manager of theSeries, not proceed with the removal if the Issuer is actually aware that the appointment of the successor manager will have an Adverse Rating Effect on the Notes of the Series.

11.7 Receivables Acquisition and Servicing Agreement and Seller Charge

The Issuer, the Seller, the Servicer and the Manager have entered into the Receivables Acquisition and Servicing Agreement under which the Issuer may acquire the Motor Receivables and the Related Documents.

Initially, the Issuer will obtain equitable, and not legal, title to the Motor Receivables and Related Documents. At no time will the Issuer obtain any ownership interest in any Related Vehicle that is related to any Motor Receivable. The Issuer will obtain the benefit of a security interest, under the Seller Charge, in the Related Vehicles to secure


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the obligation of the Servicer to sell the Related Vehicles and pass through the realisation proceeds of any Related Vehicles returned to the Servicer by defaulting Obligors.

If the Servicer receives or recovers any Collections with respect to the Series Assets, it has agreed to hold those Collections on trust pending remittance of those funds to the Issuer.

Under the Receivables Acquisition and Servicing Agreement, the Seller makes a number of representations and warranties as to its obligations under the Transaction Documents and the Motor Receivables.

Upon the occurrence of a Protection of Title Event, the Receivables Acquisition and Servicing Agreement permits the Issuer to use the irrevocable power of attorney granted by the Seller in favour of the Issuer to take the actions necessary to protect the Issuer’s interest in the Motor Receivables and Related Documents.

11.8 Servicing

(a) General

Under the Receivables Acquisition and Servicing Agreement, the Servicer agrees to service the Motor Receivables in accordance with the requirements of the Receivables Acquisition and Servicing Agreement and the Servicer’s credit and collection policies. The Servicer is entitled to be paid a fee by the Issuer for performing its duties under the Receivables Acquisition and Servicing Agreement.

(b) Role of the Servicer

Under the Receivables Acquisition and Servicing Agreement, the Issuer appoints the Servicer to service, manage and administer the Motor Receivables. The Receivables Acquisition and Servicing Agreement requires the Servicer to (among other things) collect payments and to deposit such collections into the Issuer’s bank accounts. The Servicer must in addition comply with a number of obligations relating to the keeping of records and reporting.

(c) Retirement of Servicer

The Servicer may retire as servicer upon giving to the Issuer and the Manager 60 Business Days written notice or such lesser time as the Servicer and the Manageragree.

(d) Removal of Servicer

The Servicer may be required by the Issuer to resign if a Servicer Default occurs.

It is a “Servicer Default” if:

(a) the Servicer fails to remit amounts received in respect of the Motor Receivables to the Issuer within the time periods specified in the


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Receivables Acquisition and Servicing Agreement and such failure is not remedied within 7 Business Days (where the Issuer is satisfied that such failure arises out of a failure of the banking or payment system or an administrative error) or 3 Business Days (in all other cases) of notice from the Manager or the Issuer;

(b) the Servicer fails to provide the Manager with the information necessary to enable it to prepare any reports which it is required to produce and such failure is not remedied within 5 Business Days of notice from the Manager or Issuer;

(c) the Servicer is Insolvent;

(d) the Servicer breaches its other obligations under the Receivables Acquisition and Servicing Agreement and such action has, or if continued will have, an adverse effect (as reasonably determined by the Issuer after it is actually aware of the breach) and either is not remedied so that it no longer has, or will have, an adverse effect within 20 Business Days of notice from the Manager or the Issuer, or the Servicerhas not within this time paid sufficient compensation to the Issuer for its loss from such breach.

The Issuer may agree to longer grace periods than those specified in paragraphs (a), (b), and (d) provided that the Manager notifies each Designated Rating Agency of any such change to the grace periods.

(e) When retirement or removal takes effect

The removal or retirement of the Servicer as servicer of the Series only takes effect when:

(i) a Successor Servicer is appointed for the Series; and

(ii) the Successor Servicer obtains title to, or obtains the benefit of, the Receivables Acquisition and Servicing Agreement and each other Transaction Document of the Series to which the Successor Servicer relates and to which the Successor Servicer is a party in its capacity as Successor Servicer; and

(iii) the Successor Servicer and each other party to the Transaction Document of the Series to which the Servicer is a party in its capacity as Successor Servicer have the same rights and obligations among themselves as they would have had if the Successor Servicer had been party to them at the dates of those documents.


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11.9 Limited recourse and limited liability of Issuer

(a) Indemnity

The Issuer is indemnified out of the Series Assets of the Series against any liability or loss arising from, and any Costs properly incurred in connection with, complying with its obligations or exercising its rights under the Transaction Documents of the Series. The Issuer is not indemnified against any such liability, loss or Costs (whether under the Transaction Documents, at law or otherwise) out of the Series Assets of any Other Series.

To the extent permitted by law, the indemnity applies despite any reduction in value of, or other loss in connection with, the Series Assets of the Series or the Series Assets of any Other Series as a result of any unrelated act or omission by the Issuer or any person acting on its behalf.

The indemnity does not extend to any liabilities, losses or Costs to the extent that they are due to the Issuer’s fraud, gross negligence or wilful misconduct.

(b) Legal Costs

The Costs referred to in paragraph (a) (“Indemnity”) include all legal Costs in accordance with any written agreement as to legal costs or, if no agreement, on whichever is the higher of a full indemnity basis or solicitor and own client basis.

These legal Costs include any legal costs which the Issuer incurs in connection with proceedings brought against it alleging fraud, gross negligence or wilfulmisconduct on its part in relation to the Series. However, the Issuer must repay any amount paid to it in respect of those legal Costs under paragraph (a) (Indemnity”) if and to the extent that a court determines that the Issuer was fraudulent, grossly negligent or engaged in wilful misconduct in relation to the Series or the Issuer admits it.

(c) Limitation and discharge of liability of Issuer

(i) This paragraph (c) applies despite any other provisions of the Transaction Documents and extends to all obligations of the Issuer in respect of the Trust and the Series, in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to the Transaction Documents and to the extent of any inconsistency between the operation of this Section and any other provision of the Transaction Documents, the terms of this Section will prevail. The Issuer enters into the Transaction Documents of the Series as trustee of the Trust and in no other capacity.

(ii) The parties other than the Issuer acknowledge that the Issuer incurs itsobligations in respect of the Series solely in its capacity as trustee of the Trust and that the Issuer will cease to have any obligation in respect of the Series under the Transaction Documents in respect of the Series if the Issuer ceases for any reason to be trustee of the Trust (other than any


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obligation arising in its personal capacity before it ceased to be trustee of the Trust).

(iii) Except in the case of and to the extent of fraud, gross negligence or wilful misconduct on the part of the Issuer, the Issuer will not be liable to pay or satisfy any obligations of the Series except out of the Series Assets of the Series against which it is actually indemnified in respect of any liability incurred by it as trustee of the Trust.

(iv) Except in the case of and to the extent of fraud, gross negligence or wilful misconduct on the part of the Issuer, the parties other than the Issuer may enforce their rights against the Issuer arising from non-performance of the obligations of the Series only to the extent of the Issuer’s right of indemnity out of the Series Assets of the Series.

(v) Except in the case of and to the extent of fraud, gross negligence or wilful misconduct on the part of the Issuer, if any party other than the Issuer does not recover all money owing to it arising from non-performance of the obligations it may not seek to recover the shortfall by:

(A) bringing proceedings against the Issuer in its personal capacity; or

(B) applying to have the Issuer put into administration or wound up or applying to have a receiver or similar person appointed to the Issuer or proving in the administration or winding up of the Issuer.

(vi) Except in the case of and to the extent of fraud, gross negligence or wilful misconduct on the part of the Issuer, the parties other than the Issuer waive their rights and release the Issuer from any personal liability whatsoever, in respect of any loss or damage:

(A) which they may suffer as a result of any:

(aa) breach by the Issuer of any of its Obligations; or

(ab) non-performance by the Issuer of the Obligations; and

(B) which cannot be paid or satisfied out of the Series Assets of which the Issuer is entitled to be indemnified in respect of any liability incurred by it as trustee of the Trust.

(vii) Each prospective purchaser and the parties to the Transaction Documents other than the Issuer acknowledge that the provisions of the Transaction Documents are subject to this paragraph (c) (“Limitation and discharge of liability of Issuer”) and the Issuer will in no circumstances be required to satisfy any liability of the Issuer arising under, or for non-performance or breach of any obligations of the Series under or in respect of theTransaction Document to which it is expressed to be a party out of any


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funds, property or assets other than the Series Assets of the Series under the Issuer’s control or in its possession as and when they are available to the Issuer to be applied in exoneration for such liability provided that if the liability of the Issuer is not fully satisfied out of the Series Assets of the Series, the Issuer will be liable to pay out of its own funds, property and assets the unsatisfied amount of that liability but only to the extent of the total amount, if any, by which the Series Assets of that Series have been reduced by reasons of fraud, gross negligence or wilful misconductby the Issuer in the performance of the Issuer’s duties as trustee of the Trust.

(viii) Each prospective purchaser and the parties to the Transaction Documents other than the Issuer acknowledge that no act or omission of the Issuer’s(including any related failure to satisfy any obligations) will constitute fraud, gross negligence or wilful misconduct of the Issuer for the purposes of this paragraph (c) (“Limitation and discharge of liability of Issuer”) to the extent to which the act or omission was caused or contributed to by any failure of the Manager or any other person to fulfil its obligations relating to the Trust or by any other act or omission of the Manager or any other person (unless to the extent that the failure by the Manager or other person was itself caused by the fraud, gross negligence or wilful misconduct of the Issuer).

(ix) No attorney, agent or other person appointed in accordance with the Transaction Documents has authority to act on behalf of the Issuer in a way which exposes the Issuer to any personal liability (except as expressly provided for in the Master Trust Deed, and no act or omission of such a person will be considered fraud, gross negligence or wilful misconduct of the Issuer for the purposes of this paragraph (c)(“Limitation and discharge of liability of Issuer”).

(x) In this paragraph (c) (“Limitation and discharge of liability of Issuer”) the “obligations” means all obligations and liabilities of whatever kind undertaken or incurred by, or devolving upon, the Issuer under or in respect of the Transaction Documents in respect of the Series.

(d) Liability must be limited and must be indemnified

The Issuer is not obliged to do or not do any thing in connection with the Transaction Documents (including enter into any transaction or incur any liability) unless:

(i) the Issuer’s liability is limited in a manner which is consistent with this Section 11.9 (“Limited recourse and limited liability of Issuer”); and

(ii) it is indemnified against any liability or loss arising from, and any Costs properly incurred in connection with, doing or not doing that thing in a manner which is consistent with paragraph (a) (“Indemnity”).


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(e) Exoneration

Neither the Issuer (in its personal capacity only and not as trustee of any trust in respect of any of the Issuer’s obligations under the Transaction Documents) nor any of its directors, officers, employees, agents, attorneys or Related Entities is responsible or liable to any Residual Unitholder, Participation Unitholder or Secured Creditor:

(i) because any person other than the Issuer or any of its Related Entities does not comply with its obligations under the Transaction Documents in respect of the Series; or

(ii) for the financial condition of any person other than the Issuer or any of its Related Entities; or

(iii) because any statement, representation or warranty of any person other than the Issuer or any of its Related Entities in a Transaction Document in respect of a Series is incorrect or misleading; or

(iv) for any omission from or statement or information contained in thisInformation Memorandum or any advertisement, circular or other document issued in connection with the Notes; or

(v) for the effectiveness, genuineness, validity, enforceability, admissibility in evidence or sufficiency of the Transaction Documents in respect of a Series or any document signed or delivered in connection with the Transaction Documents in respect of the Series; or

(vi) for acting, or not acting, in accordance with instructions of the Manager; or

(vii) for acting, or not acting, in good faith in reliance on:

(A) any communication or document that the Issuer believes to be genuine and correct and to have been signed or sent by the appropriate person (except where the person is a Related Entity of the Issuer); or

(A) any opinion or advice of any legal, accounting, taxation or other professional advisers used by it or any other party to a Transaction Document in relation to any legal, accounting, taxation or other matters.

However, if any Related Entity of the Issuer is a party to a Transaction Document, the Related Entity of the Issuer is not relieved from any of its responsibilities or liabilities to any Secured Creditor in connection with that Transaction Document which arise as a result of the Related Entity being a party to that Transaction Document.


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(f) No supervision

Except as expressly set out in the Transaction Documents, the Issuer has no obligation to supervise, monitor or investigate the performance of the Manager or any other person.

(g) Payment obligations not affected by limitation of liability

The limitation of the Issuer’s liability under this section 11.9 (“Limited recourse and limited liability of Issuer”) is to be disregarded for the purposes of determining whether an Event of Default has occurred because of a failure by the Issuer to pay an amount payable by it under any Transaction Document or in interpreting the definition of Secured Money.

11.10 Interest Rate Swap

The Issuer will receive a fixed interest rate or fixed rental payments on the Motor Receivables. This will result in an interest rate mismatch between the floating rate of interest payable on the Notes and the rate of interest (or rental in the nature of interest) earned on the Motor Receivables. The Issuer will enter into an interest rate swap with the Interest Rate Swap Provider in order to hedge its interest rate risk. Under the Interest Rate Swap Agreement, on each Payment Date, there will be a net payment made between the Issuer and the Interest Rate Swap Provider. The amount due is calculated as:

(a) the amount calculated as the interest accrued over the prior monthly period, on the total principal balance of all Motor Receivables calculated at the fixed rate specified in the Interest Rate Swap Agreement; less

(b) the amount calculated as the interest accrued over the prior monthly period on the total principal balance of all Motor Receivables calculated at BBSW.

If the amount calculated as specified above is positive, then this amount is paid to the Interest Rate Swap Provider. If the amount calculated is negative, then the absolute value of that amount is paid by the Interest Rate Swap Provider to the Issuer.

The fixed rate is fixed for the life of the Interest Rate Swap Agreement and is a market based rate determined at the time the Interest Rate Swap Agreement is entered into.

(a) Termination by the Interest Rate Swap Provider

The Interest Rate Swap Provider will have the right to terminate the Interest Rate Swap in a number of circumstances, including the following:

(i) if the Issuer fails to make a payment under the Interest Rate Swap within 3 Business Days after notice of failure is given to the Issuer;

(ii) certain bankruptcy related events occur in relation to the Issuer;

(iii) if, due to a change in law, it becomes illegal for the Interest Rate Swap Provider to make or receive payments, perform its obligations under any


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credit support document or comply with any other material provision of the Interest Rate Swap. However, the Interest Rate Swap Provider must make efforts to transfer its rights and obligations to another office or an affiliate to avoid the illegality provided that each Designated RatingAgency is notified prior to such transfer occurring; and

(iv) if an Event of Default occurs and the Security Trustee has declared the Notes immediately due and payable.

The Interest Rate Swap Provider will also have the right to terminate the Interest Rate Swap in other circumstances, including if a force majeure event occurs, if a tax event occurs or if the Security Trust Deed becomes void or voidable.

(b) Termination by the Issuer

The Issuer will have the right to terminate the Interest Rate Swap in a number of circumstances, including the following:

(i) if the Interest Rate Swap Provider fails to make a payment under the Interest Rate Swap within 3 Business Days after notice of failure is given to the Interest Rate Swap Provider;

(ii) if certain bankruptcy related events occur in relation to the Interest Rate Swap Provider;

(iii) if the Interest Rate Swap Provider merges with, or otherwise transfers all or substantially all of its assets to another entity and the new entity does not assume all of the obligations of the Interest Rate Swap Provider under the relevant Interest Rate Swap or any associated credit support document;

(iv) if, due to a change in law, it becomes illegal for the Issuer to make or receive payments, perform its obligations under any credit support document or comply with any other material provision of the Interest Rate Swap. However, the Issuer must make certain efforts to transfer its rights and obligations to another office or affiliate to avoid the illegality, provided that each Designated Rating Agency is notified prior to the proposed transfer occurring; and

(v) subject to certain conditions, if the Interest Rate Swap Provider fails to comply with the requirements set out in paragraph (e) below.

The Issuer will also have the right to terminate the Interest Rate Swap in other circumstances, including if a credit support default occurs, if a force majeure event occurs or if a tax event occurs.

(c) Withholding Tax

If the Interest Rate Swap Provider is required to deduct or withhold from any payment under the Interest Rate Swap an amount for, or on account of, any


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present or future taxes, duties, levies, imposts, charges, assessments or tax imposed by any government or taxing authority, it is not required to gross up such payments. In these circumstances, the Issuer may not have sufficient funds to meet its payment obligations in respect of the Notes.

(d) Replacement of Interest Rate Swaps

If the Interest Rate Swap is terminated prior to its scheduled termination date, the Manager and the Issuer may enter into one or more replacement interest rate swaps (at market rates) on terms and with a counterparty provided that each Designated Rating Agency is notified of the terms and the counterparty prior to the execution of such replacement interest rate swap.

(e) Interest Rate Swap Provider Downgrade

If, as a result of the withdrawal or downgrade of the Interest Rate Swap Provider’s credit rating by any Designated Rating Agency, the Interest Rate Swap Provider does not have the Relevant Rating, the Interest Rate Swap Provider must within certain prescribed time periods specified in the Interest Rate Swap Agreement at its cost take certain steps in accordance with the Interest Rate Swap Agreement (for example, lodging collateral, seeking a guarantor or replacement swap counterparty). If the Interest Rate Swap Provider has the Relevant Ratingor otherwise enters into alternative support arrangements in accordance with the Interest Rate Swap Agreement, all collateral (or the equivalent thereof, as appropriate) transferred by the Interest Rate Swap Provider will be retransferred to the Interest Rate Swap Provider and the Interest Rate Swap Provider will not be required to transfer any additional collateral.

If the Interest Rate Swap Provider lodges collateral with the Issuer, any interest or income on that cash collateral will be paid to that Interest Rate Swap Provider, provided that any such interest or income will only be payable to the extent that any payment will not reduce the balance of the collateral to less than the amount required to be maintained.

The Issuer may only make withdrawals of the collateral if directed to do so by the Manager for certain prescribed purposes.

(f) Limited recourse

The Interest Rate Swap Provider is a Secured Creditor under the Deed of Charge. The rights of the Interest Rate Swap Provider against the Issuer following an enforcement of the Secured Property are limited in recourse to the Series Assets and the Interest Rate Swap Provider will not have any recourse to any other assets of the Issuer and the Interest Rate Swap Provider has waived or will waive its rights against the Issuer in respect of any shortfall.

11.11 Additional and Replacement Swap

If the Interest Rate Swap Agreement is terminated, the Issuer may enter into a replacement swap agreement with a similarly rated counterparty and containing similar


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provisions dealing with limited recourse and credit support. In any event, no replacement Interest Rate Swap Agreement may be entered into which will have an adverse effect on the rating of the Notes.

11.12 Intercreditor Issues

(a) Modifications and Proposals

The Transaction Documents may only be varied in accordance with the Master Security Trust Deed. The Issuer may be able to agree to amendments without the consent of the Secured Creditors in certain circumstances.

(b) Meetings of Noteholders and Voting

Any meeting of Secured Creditors (or a class thereof other than a meeting of Noteholders) will be held in accordance with the terms of the Master Security Trust Deed.


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12 Taxation ConsiderationsThe following is a summary of the material Australian tax consequences under the Income Tax Assessment Acts of 1936 and 1997 of Australia (together, “Australian Tax Act”) of the purchase, ownership and disposition of the Notes by Noteholders who purchase securities on original issuance at the stated offering price and hold the Notes as capital assets. This summary represents the basis of Australian law as in effect on the date of this Information Memorandumwhich is subject to change, possibly with retroactive effect, and should be treated with appropriate caution.

The following summary is not, and is not intended to be, exhaustive and does not deal with the position of all classes of Noteholders (including, dealers in securities, custodians or other third parties who hold Notes on behalf of any other persons).

Withholding Taxes on interest payments

1. Interest Withholding Tax

An exemption from Australian interest withholding tax imposed under Division 11A of Part III of the Australian Tax Act (“IWT”) is available, in respect of the Notes issued by the Issuer under Section 128F of the Australian Tax Act, if the following conditions are met:

(a) the Issuer is a company as defined in Section 128F(9) (which includes certain companies acting as a trustee) and a resident of Australia when it issues those Notes and when interest (as defined in Section 128A(1AB) of the Australian Tax Act) is paid. Interest is defined to include amounts in the nature of, or in substitution for, interest and certain other amounts;

(b) those Notes are issued in a manner which satisfies the public offer test. There are five principal methods of satisfying the public offer test, the purpose of which is to ensure that lenders in capital markets are aware that the Issuer is offering those Notes for issue. In summary, the five methods are:

(i) offers to 10 or more unrelated financiers or securities dealers;

(ii) offers to 100 or more investors;

(iii) offers of listed Notes;

(iv) offers via publicly available information sources; and

(v) offers to a dealer, manager or underwriter who offers to sell those Notes within 30 days by one of the preceding methods.

The issue of any of the Notes (whether in global form or otherwise) and the offering of interests in any of those Notes by one of these methods should satisfy the public offer test;


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(c) the Issuer does not know or have reasonable grounds to suspect, at the time of issue, that those Notes or interests in those Notes were being, or would later be, acquired, directly or indirectly, by an “associate” of the Issuer, except as permitted by Section 128F(5) of the Australian Tax Act; and

(d) at the time of the payment of interest, the Issuer does not know, or have reasonable grounds to suspect, that the payee is an “associate” of the Issuer, except as permitted by Section 128F(6) of the Australian Tax Act.

Associates

Since the Issuer is a trustee of a trust, the entities that are “associates” of the Issuer for the purposes of Section 128F of the Australian Tax Act include:

(a) any entity that benefits, or is capable of benefiting, under the trust (“Beneficiary”), either directly or through any interposed entities; and

(b) any entity that is an “associate” of a Beneficiary. If the Beneficiary is a company, an “associate” of that Beneficiary for these purposes includes:

(i) a person or entity that holds more than 50% of the voting shares of, or otherwise controls, the Beneficiary;

(ii) an entity in which more than 50% of the voting shares are held by, or which is otherwise controlled by, the Beneficiary;

(iii) a trustee of a trust where the Beneficiary is capable of benefiting (whether directly or indirectly) under that trust; and

(iv) a person or entity that is an “associate” of another person or entity that is an “associate” of the Beneficiary under any of the foregoing.

However, “associate” does not include:

(a) onshore associates (i.e. Australian resident “associates” who do not hold the Notes in the course of carrying on business at or through a permanent establishment outside Australia and non resident “associates” who hold the Notes in the course of carrying on business at or through a permanent establishment in Australia); or

(b) offshore associates (i.e. Australian resident “associates” that hold the Notes in the course of carrying on business at or through a permanent establishment outside Australia and non resident “associates” who do not hold the Notes in the course of carrying on business at or through a permanent establishment in Australia) who are acting in the capacity of:

(i) in the case of Section 128F(5), a dealer, manager or underwriter in relation to the placement of the relevant Notes or a clearing house, custodian, funds manager or responsible entity of a registered managed investment scheme; or


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(ii) in the case of Section 128F(6), a clearing house, paying agent, custodian, funds manager or responsible entity of a registered managed investment scheme.

Compliance with Section 128F of the Australian Tax Act

Unless otherwise specified in any relevant Series Supplement (or another relevant supplement to this Information Memorandum), the Issuer intends to issue the Offered Notes in a manner which will satisfy the requirements of Section 128F of the Australian Tax Act.

Exemptions under recent Tax Treaties

The Australian Government has signed new or amended double tax conventions (“New Treaties”) with a number of countries (each a “Specified Country”) which contain certain exemptions from IWT.

In broad terms, the New Treaties prevent or reduce IWT being imposed on payments of interest derived by either:

(a) the government of the relevant Specified Country and certain governmental authorities and agencies in the Specified Country; or

(b) a “financial institution” which is a resident of a “Specified Country” and which is unrelated to and dealing wholly independently with the Australian Issuer. The term “financial institution” refers to either a bank or any other form of enterprise which substantially derives its profits by carrying on a business of raising and providing finance. (However, interest under a back-to-back loan or an economically equivalent arrangement will not qualify for this exemption.)

The Australian Federal Treasury maintains a listing of Australia’s double tax conventions which provides details of country, status, withholding tax rate limits and Australian domestic implementation which is available to the public at the Federal Treasury’s Department’s website at: http://www.treasury.gov.au/contentitem.asp?pageId=&ContentID=625.

No payment of additional amounts

Despite the fact that the Notes are intended to be issued in a manner which will satisfy the requirements of Section 128F of the Australian Tax Act and unless expressly provided to the contrary in a Series Supplement (or another relevant supplement to this Information Memorandum), if the Issuer is at any time compelled or authorised by law to deduct or withhold an amount in respect of any Australian withholding taxes imposed or levied by the Commonwealth of Australia in respect of the Notes, the Issuer is not obliged to pay any additional amounts in respect of such deduction or withholding.

Goods and Services Tax

Neither the issue nor receipt of the Notes will give rise to a liability for GST in Australia on the basis that the supply of Notes will comprise either an input taxed financial supply

http://www.treasury.gov.au/contentitem.asp?pageId=&ContentID=625


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or (in the case of an offshore non-resident subscriber) a GST-free supply. Furthermore, neither the payment of principal or interest by the Issuer in respect of the Series, nor the disposal of the Notes, would give rise to any GST liability on the part of the Issuer in respect of the Series.

The supply of some services made to the Issuer in respect of the Series may give rise to a liability for GST on the part of the relevant service provider.

In relation to the acquisition of these taxable services by the Issuer in respect of the Series:

(a) In the ordinary course of business, the service provider would charge the Issuer in respect of the Series an additional amount on account of GST unless the agreed fee is already GST-inclusive.

(b) Assuming that the Trust exceeds the financial acquisitions threshold for the purposes of Division 189 of the GST Act, which is likely to be the case, the Issuer would not be entitled to a full input tax credit from the ATO to the extent that the acquisition relates to:

(i) the Issuer’s input taxed supply of issuing Notes (i.e. Notes issued to:

(A) Australian residents; or

(B) to non-residents acting through a fixed place of business in Australia); and

(ii) the acquisition by the Issuer of the Motor Receivables.

In the case of acquisitions which relate to the making of supplies of the nature described above, the Trust may still be entitled to a “reduced input tax credit”(which is equal to 75% of 1/11th of the GST-inclusive consideration payable by the Trust to the person making the taxable supply) in relation to certain acquisitions prescribed in the GST regulations, but only where the Trust is the recipient of the taxable supply and the Trust either provides or is liable to provide the consideration for the taxable supply.

(c) Where services are provided to the Trust by an entity comprising an associate of the Trust for income tax purposes, those services are provided for nil or less than market value consideration, and the Trust would not be entitled to a full input tax credit, the relevant GST (and any input tax credit) would be calculated by reference to the market value of those services.

For the purposes of paragraph (b)(ii) above, it has been assumed that the Trust’s acquisition of the Motor Receivables will be an input taxed financial supply. This is consistent with the ATO’s view, as set out in public GST ruling GSTR 2004/4, concerning the equitable assignment of chattel receivables. It is noted that there is an alternative view, which is that such assignments do involve a taxable supply that attracts GST (on the basis that there is also the supply of an equitable interest in the chattel itself, which does not form a part of a single composite supply of the receivable).


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In the case of supplies performed outside Australia for the purposes of the Trust’s business, these may attract a liability for Australian GST if they are supplies of a kind which would have been taxable if they occurred in Australia and if the Trust would not have been entitled to a full input tax credit if the supply had been performed in Australia. This is known as the “reverse charge” rule. Where the rule applies, the liability to pay GST to the ATO falls not on the supplier, but on the Trust.

Where services are performed offshore for the Trust and the supplies relate solely to the issue of Notes by the Trust to Australian non-residents who subscribe for the Notes through a fixed place of business outside Australia, the “reverse charge” rule should not apply to these offshore supplies. This is because the Trust would have been entitled to a full input tax credit for the acquisition of these supplies if the supplies had been performed in Australia.

Where GST is payable on a taxable supply made to the Trust in respect of the Series but a full input tax credit is not available, this will mean that less money is available to pay interest on the Notes or other liabilities of the Series.

In 2010-11 Budget, the Australian Government announced proposed reforms to the financial supply provisions in the GST law, including in respect of the provisions allowing reduced input tax credits for services. The Australian Government anticipates that legislative changes will take effect from 1 July 2012, and has undertaken public consultation on the proposed reforms, including reforms to the entitlement to reduced input tax credits for acquisitions bundled with trustee services. To date, no draft legislation has been released by the Australian Government with respect to the proposed reforms, as the public consultation process is not yet complete (the closing date for submissions is 30 August 2010). The manner in which these proposals are implemented may have an impact on the input tax credit entitlement of the Trust in relation to certain acquisitions.

2. Other tax matters

Subject to paragraph 3, under Australian laws as presently in effect:

(a) income tax - non-Australian Noteholders - assuming the requirements of Section 128F of the Australian Tax Act are satisfied with respect to the Notes, payment of principal and interest (as defined in Section 128A(1AB) of the Australian Tax Act) to a Noteholder of the Notes, who is a non-resident of Australia and who, during the taxable year, does not hold the Notes in the course of carrying on business at or through a permanent establishment in Australia, will not be subject to Australian income taxes; and

(b) income tax - Australian Noteholders - Australian residents or non-Australian residents who hold the Notes in the course of carrying on business at or through a permanent establishment in Australia (“Australian Noteholders”), will be assessable for Australian tax purposes on income either received or accrued due to them in respect of the Notes. Whether income will be recognised on a cash receipts or accruals basis will depend upon the tax status of the particular Noteholder and the terms and conditions of the Notes. Special rules apply to the taxation of Australian residents who hold the Notes in the course of carrying on


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business at or through a permanent establishment outside Australia which vary depending on the country in which that permanent establishment is located; and

(c) gains on disposal of Notes - non-Australian Noteholders - a Noteholder of the Notes, who is a non-resident of Australia, will not be subject to Australian income tax on gains realised during that year on sale or redemption of the Notes, provided such gains do not have an Australian source, or , where the non-resident Noteholder is located in a country with which Australia has concluded a double tax convention, those Notes are not held, and the sale and disposal of the Notes does not occur, as part of a business carried on at or through an Australian source. A gain arising on the sale of Notes by a non-Australian resident Noteholder to another non-Australian resident where the Notes are sold outside Australia and all negotiations are conducted, and documentation executed, outside Australia would not be regarded as having an Australian source; and

(d) gains on disposal of Notes - Australian Noteholders - Australian Noteholders will be required to include any gain or loss on disposal of the Notes in their taxable income. Special rules apply to the taxation of Australian residents who hold the Notes in the course of carrying on business at or through a permanent establishment outside Australia which vary depending on the country in which that permanent establishment is located; and

(e) death duties - Notes will not be subject to death, estate or succession duties imposed by Australia, or by any political subdivision or authority therein having power to tax, if held at the time of death; and

(f) stamp duty and other taxes - no ad valorem stamp, issue, registration or similar taxes are payable in Australia on the issue or transfer of any Notes; and

(g) other withholding taxes on payments in respect of Notes - Section 12-140 of Schedule 1 to the Taxation Administration Act 1953 of Australia (“Taxation Administration Act”) imposes a type of withholding tax at the rate of (currently) 46.5% on the payment of interest on certain registered securities unless the relevant payee has quoted an Australian tax file number (“TFN”) (in certain circumstances) or an Australian Business Number (“ABN”) or provided proof of some other exception (as appropriate). Assuming the requirements of Section 128F of the Australian Tax Act are satisfied with respect to the Notes, then the requirements of Section 12-140 do not apply to payments to a Noteholder of Notes in registered form who is not a resident of Australia and not holding those Notes in the course of carrying on business at or through a permanent establishment in Australia. Payments to other classes of Noteholders of Notes in registered form may be subject to a withholding where the Noteholder of those Notes does not quote a TFN or ABN or provide proof of an appropriate exemption (as appropriate); and

(h) supply withholding tax - payments in respect of the Notes can be made free and clear of the “supply withholding tax” imposed under Section 12-190 of Schedule 1 to the Taxation Administration Act; and


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(i) debt/equity rules - Division 974 of the Australian Tax Act contains tests for characterising debt (for all entities) and equity (for companies) for Australian tax purposes, including for the purposes of dividend withholding tax and IWT. The Issuer intends to issue Notes which are to be characterised as “debt interests” for the purposes of the tests contained in Division 974 and returns paid on the Notes are to be “interest” for the purpose of Section 128F of the Australian Tax Act. Accordingly, Division 974 is unlikely to adversely affect the Australian tax treatment of Noteholders of Notes; and

(j) deemed interest - there are specific rules that can apply to treat a portion of the purchase price of Notes as interest for IWT purposes when certain Notes originally issued at a discount or with a maturity premium or which do not pay interest at least annually are sold to an Australian resident (who does not acquire them in the course of carrying on business at or through a permanent establishment outside Australia) or a non-resident who acquires them in the course of carrying on business at or through a permanent establishment in Australia. If the Notes are not issued at a discount and do not have a maturity premium, these rules should not apply to the Notes. These rules also do not apply in circumstances where the deemed interest would have been exempt under Section 128F of the Australian Tax Act if the Notes had been held to maturity by a non-resident; and

(k) additional withholdings from certain payments to non-residents - Section 12-315 of Schedule 1 to the Taxation Administration Act gives the Governor-General power to make regulations requiring withholding from certain payments to non-residents. However, Section 12-315 expressly provides that the regulations will not apply to interest and other payments which are already subject to the current IWT rules or specifically exempt from those rules. Further, regulations may only be made if the responsible minister is satisfied the specified payments are of a kind that could reasonably relate to assessable income of foreign residents. The regulations that have so far been promulgated under Section 12-315 prior to the date of this Information Memorandum are not applicable to any payments in respect of the Notes. Any further regulations also should not apply to repayments of principal under the Notes, as in the absence of any issue discount, such amounts will generally not be reasonably related to assessable income. The possible application of any future regulations to the proceeds of any sale of the Notes will need to be monitored.

(l) taxation of financial arrangements - Division 230 of the Australian Tax Act represents a new code for the taxation of receipts and payments in relation to financial arrangements. The new rules contemplate a number of different methods for bringing to account gains and losses in relation to ‘‘financial arrangements’’ (including, fair value, accruals, retranslation, realisation, hedging and financial reports). The new rules will apply to financial arrangements that a taxpayer starts to have in an income tax year beginning on or after 1 July 2010 (although taxpayers may be able to make an election to apply the proposed new rules to income for the tax year commencing on or after 1 July 2009 if they wish to do so). Division 230 should not override the exemption available under section 128F of the Australian Tax Act.


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Thin capitalisation

The thin capitalisation rules are contained in Division 820 of the Australian Tax Act. These rules deal with Australian resident groups and other Australian resident entities with overseas operations, where the relevant Australian resident entities are deemed to have excessive debt.

The Trust is expected to be exempt from the thin capitalisation rules.

Tax Consolidation Rules

Under the tax consolidation rules, the Trust will not form part of a consolidatable group (and, as such, the tax consolidation rules will not adversely apply to it (or the Issuer)).


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13 Selling Restrictions

The Joint Lead Managers will enter into the Dealer Agreement and may, upon the terms and subject to the conditions contained in the Dealer Agreement, effect the placement of the Offered Notes with investors. No action has been or will be taken by the Issuer to permit a public offering of the Offered Notes or possession or distribution of this Information Memorandum or any other public offering or publicity material relating to the Offered Notes in any country or jurisdiction where action for that purpose is required. Accordingly, each of the Joint Lead Managers will undertake that it will not, directly or indirectly, offer or sell any Offered Notes in any country or jurisdiction where action for such purpose would be required and neither this Information Memorandum nor any other circular, prospectus, form of application, advertisement or other material may be distributed in or from or published in any country or jurisdiction except under circumstances which will result in compliance with applicable laws and regulations.

Should any investor purchase the Offered Notes or any of them, each investor will be deemed to have represented that:

(a) it has made its own independent decision to purchase such Offered Notes and has not relied on any recommendation or advice from any of the Manager or each Joint Lead Manager; and

(b) it already has all required information and understands all the terms, conditions and restrictions of such Offered Notes.

13.1 Australia

Each Joint Lead Manager acknowledges that no disclosure document (as defined in the Corporations Act) in relation to the Notes has been or will be lodged with, or registered by, ASIC and each Joint Lead Manager undertakes not directly or indirectly to offer for subscription or purchase, or issue invitations to subscribe for or buy, or sell or deliver any Offered Note except in a manner that does not require disclosure to investors under Part 6D.2 of the Corporations Act and does not constitute an offer or invitation to a “retail client” under Chapter 7 of the Corporations Act.

13.2 The United States of America

Each Joint Lead Manager understands that the Offered Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and the Issuer has not been and will not be registered as an investment company under the United States Investment Company Act of 1940, as amended (“Investment Company Act”). An interest in the Offered Notes may not be offered or sold within the United States of America or to, or for the account or benefit of, US persons except in accordance with Regulation S under the Securities Act (“Regulation S”) at any time except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act.

Each Joint Lead Manager has agreed that it will offer and sell the Offered Notes:


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(a) as part of its distribution at any time; and

(b) otherwise until 40 days after the later of the commencement of the offering and the Issue Date,

only in accordance with Rule 903 of Regulation S under the Securities Act.

Accordingly, each Joint Lead Manager has agreed that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Offered Notes, and it and they have complied and will comply with the offering restriction requirements of Regulation S under the Securities Act.

At or prior to confirmation of the sale of the Offered Notes, it will have sent to eachdistributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Offered Notes from it during the distribution compliance period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the US Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulation authority of any state or other jurisdiction of the United States of America, and may not be offered or sold within the United States or to, or for the account or benefit of, US persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the IssueDate, except in either case in accordance with Regulation S under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

Terms used in this section have the meanings given to them by Regulation S under the Securities Act.

Each Joint Lead Manager has agreed that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Offered Notes in contravention of this section, except with its affiliates or with the prior written consent of the Issuer and the Manager.

13.3 The Republic of Ireland

Each Joint Lead Manager has represented and agreed that:

(a) it will not offer or sell any Offered Notes in the Republic of Ireland, except in accordance with the provisions of the Prospectus (Directive 2003/71/EC) Regulations 2005 (“Prospectus Regulations”), the provisions of the Irish Companies Act 1963-2005 and any rules issued under Section 51 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the Irish Central Bank and Irish Financial Services Regulatory Authority;

(b) it will not underwrite the issue of, or place, the Offered Notes in the Republic of Ireland, otherwise than in conformity with the provisions of the Irish Central Bank Acts 1942-1999 (as amended) and any codes of conduct made under Section 117(1) thereof;


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(c) it has not and will not offer or sell any Offered Notes in the Republic of Irelandother than in compliance with the provisions of the Irish Market Abuse (Directive 2003/6/EU) Regulations 2005 and any rules issued under Section 34 of the Irish Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the Irish Central Bank and Irish Financial Services Regulatory Authority; and

(d) it will not underwrite the issue or place the Offered Notes in the Republic of Ireland otherwise than in accordance with the provisions of the Irish Investment Intermediaries Act 1995 (as amended), including without limitation Section 9, 23 (including any advertising restrictions made under that Section), 50 and 37 (including any codes of conduct issued under that Section) and the provisions of the Irish Investor Compensation Act 1998, including without limitation, Section 21.

13.4 The United Kingdom

Each Joint Lead Manager has represented, warranted and undertaken that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) received by it in connection with the issue or sale of any Offered Notes in circumstances in which section 21(1) of the FSMA does not, or would not, if the Issuer was not an authorised person, apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Offered Notes in, from or otherwise involving the United Kingdom.

Neither this Information Memorandum nor the Offered Notes have been, or will be, available to other categories of persons in the United Kingdom and no one falling outside such categories is entitled to rely on, and must not act on, any information in this Information Memorandum. The communication of this Information Memorandum to any person in the United Kingdom other than the categories stated above is unauthorised and may contravene the FSMA.

13.5 Hong Kong

The Joint Lead Manager has represented and agreed that:

(a) it has not offered or sold, and will not offer or sell in Hong Kong, by means of any document, any Offered Notes other than:

(i) to persons whose ordinary business is to buy or sell shares or debentures (whether as principal or agent);

(ii) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of the laws of Hong Kong (“SFO”) and any rules made under the SFO; or


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(iii) in circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32 of the Laws of Hong Kong) (“CO”) or which do not constitute an offer to the public within the meaning of the CO; and

(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Offered Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Offered Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

13.6 Japan

The Offered Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (as amended and renamed, “Financial Instruments and Exchange Law”) and, accordingly, each Joint Lead Manager agrees that it will not offer or sell any Offered Notes directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan. Any branch or office in Japan of a non-resident will be deemed to be a resident for the purpose of whether such branch or office has the power to represent such non-resident), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial ordinances promulgated by the relevantJapanese governmental and regulatory authorities and in effect at the relevant time.

13.7 New Zealand

The Issuer does not intend that the Offered Notes be offered for sale or subscription to the public in New Zealand in terms of the Securities Act 1978 of New Zealand. Accordingly, no person may subscribe for, offer, sell or deliver any Offered Notes or distribute any Information Memorandum, advertisement or offering material relating to the Offered Notes in breach of the Securities Act 1978 of New Zealand and, in particular, no person may sell or offer for sale Offered Notes to any member of the public in New Zealand in breach of the Securities Act 1978 of New Zealand.

13.8 Singapore

The Information Memorandum has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, as amended (the “Securities and Futures Act”). Each Joint Lead Manager has represented, warranted and agreed that it has not offered or sold the Offered Notes or made the Offered Notes the subject of an invitation for subscription or purchase and it will not offer or sell the Offered Notes or make the Offered Notes the subject of an invitation for subscription or purchase, and it has not circulated or distributed, nor will it


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circulate or distribute, this Information Memorandum or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Offered Notes, whether directly or indirectly, to the public or any member of the public in Singapore other than:

(a) to an institutional investor or other person falling within Section 274 of the Securities and Futures Act,

(b) to a relevant person, or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act, or

(c) otherwise than pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.

Each Joint Lead Manager has further represented, warranted and agreed to notify (whether through the distribution of this Information Memorandum or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Offered Notes or otherwise) each of the following relevant persons specified in Section 275 of the Securities and Futures Act which has subscribed or purchased Offered Notes from and through each Joint Lead Manager, namely a person who is:

(a) a corporation (which is not an accredited investor, as defined in Section 4A of the Securities and Futures Act) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of which is an individual who is an accredited investor,

that shares, debentures and units of shares and debentures of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the Offered Notes under Section 275 of the Securities and Futures Act except:

(a) to an institutional investor (for corporations, under Section 274 of the Securities and Futures Act) or to a relevant person defined in Section 275(2) of the Securities and Futures Act or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations in accordance with the conditions, specified in Section 275 of the Securities and Futures Act;

(b) where no consideration is or will be given for the transfer; or

(c) where the transfer is by operation of law.


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13.9 Republic of China

Each Joint Lead Manager has represented, warranted and agreed that:

(a) the Offered Notes may not be sold or offered in the Republic of China; and

(b) it will only offer and sell the Offered Notes to Republic of China resident investors from outside the Republic of China in such a manner as complies with securities laws and regulations applicable to such cross border activities in the Republic of China.

13.10 Switzerland

This Information Memorandum does not constitute a prospectus within the meaning of Article 652A of the Swiss Code of Obligations and Article 1156 et seq. of the Swiss Code of Obligations. Each Joint Lead Manager has represented, warranted and agreedthat it will not publicly offer or distribute the Offered Notes in or from Switzerland, and neither this Information Memorandum nor any other offering materials relating to any of the Offered Notes may be publicly distributed in connection with any such offering or distribution.

13.11 European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) no person may make an offer of Offered Notes to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of Offered Notes to the public in that Relevant Member State:

(a) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b) at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant dealer or dealers nominated by the Issuer for any such offer;

(d) at any time if the denomination per Note being offered amounts to at least €50,000,000; or

(e) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,


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provided that no such offer of Offered Notes referred to in (a) to (e) above shall require the Issuer or any dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Offered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe the Offered Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. The expression “European Economic Area” means the European Union. The expression “Member State of the European Economic Area” means any Member State of the European Union.

13.12 General

No action has been, or will be, taken by the Issuer, the Manager or any Joint Lead Manager that would permit a public offering of the Offered Notes or distribution of this Information Memorandum or any other offering or publicity material relating to the Offered Notes in or from any jurisdiction where action for that purpose is required. Accordingly, the Offered Notes may not be offered or sold, directly or indirectly, and neither this Information Memorandum nor any circular, prospectus, form of application, advertisement or other material, may be distributed in or from or published in any country or jurisdiction, except under circumstances that will result in compliance with any applicable laws or regulation.


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14 Transaction Documents

The following documents will be available for inspection by Noteholders and bona fide prospective Noteholders during business hours at the office of the Manager. However, any person wishing to inspect these documents must first enter into an agreement with the Manager, in a form acceptable to the Manager, not to disclose the contents of these documents without its prior written consent.

(a) the Master Trust Deed;

(b) the Master Security Trust Deed;

(c) the Management Deed;

(d) the Receivables Acquisition and Servicing Agreement;

(e) the Notice of Creation of Trust;

(f) the Series Supplement;

(g) the Notice of Creation of Security Trust;

(h) the Deed of Charge;

(i) the Note Deed Poll;

(j) the Interest Rate Swap Agreement; and

(k) the Seller Charge.

The Dealer Agreement and the Subscription Agreement will not be available for inspection by Noteholders.


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15 Estimated Average Life of the Notes and Assumptions Weighted average life refers to the average amount of time that will elapse from the date of issuance of a security to the date of distribution to the investor of amounts distributed in reduction of principal of such security (assuming no losses). The weighted average lives of the Class A Notes will be influenced by, among other things, the rate at which the principal component of the Motor Receivables is paid which may be in the form of scheduled amortisation, prepayments, or enforcement proceeds.

The model used in this Information Memorandum for the Motor Receivables represents an assumed constant per annum rate of prepayment (“CPR”) each month relative to the then outstanding principal balance of a pool of motor receivables. CPR does not purport to be either an historical description of the prepayment experience of any pool of motor receivables or a prediction of the expected rate of prepayment of any motor receivables, including the Motor Receivables to be acquired by the Issuer.

The following table has been prepared on the basis of certain assumptions as described below regarding the characteristics of the Motor Receivables and the performance thereof. The table assumes, among other things, that:

(a) there are no delinquencies or losses on the Motor Receivables;

(b) payments on the Class A1 Notes and Class A2 Notes will be received on the 19thday of the month commencing 19 August 2010;

(c) the Class A Notes are redeemed at their principal amount outstanding on the first Payment Date on which the Aggregate Principal Outstanding of all Notes is equal to or less than 10% of the aggregate of the initial Aggregate Principal Outstanding of all Notes; and

(d) the Issuer is not required to establish the Servicer Reserve Fund.

The actual characteristics and performance of the Motor Receivables will differ from the assumptions used in constructing the tables set forth below. The tables are hypothetical in nature and are provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is not expected that the Motor Receivables will prepay at a constant rate until maturity, that all of the Motor Receivables will prepay at the same rate or that there will be no delinquencies or losses on the Motor Receivables. Moreover, the diverse remaining terms to maturity of the Motor Receivables could produce slower or faster principal distributions than indicated in the tables at the various percentages of CPR specified, even if the weighted average remaining term to maturity of the Motor Receivables is as assumed. Any difference between such assumptions and the actual characteristics and performance of the Motor Receivables, or actual prepayment or loss experience, will affect the percentages of the initial amount outstanding over time and the weighted average lives of the Class A Notes.


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The weighted average lives shown below were determined by:

(i) multiplying the net reduction, if any, of the principal amount outstanding of the Class A Notes by the number of years from the date of issuance of the Class A Notes to the related Payment Date based on a 360 day year having 12 months of 30 days each;

(ii) adding the results; and

(iii) dividing the sum by the aggregate of the net reductions of the principal amount outstanding described in (i) above.

Subject to the foregoing discussion and assumptions, the following table indicates the weighted average life of the Class A Notes at the CPRs shown.

Weighted Average Lives of theClass A Notes at the Specified CPR Percentages

(with Optional Redemption)

Note 0CPR

10CPR

15CPR

20CPR

25CPR

30CPR

Class A1 Notes NA NA NA NA NA NAClass A2 Notes 1.9 years 1.6 years 1.5 years 1.4 years 1.3 years 1.2 years


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16 Glossary of TermsA$, $ or Australian Dollars means the lawful currency of the time being of the Commonwealth of Australia.

Accrued Interest Adjustment means, with respect to a Motor Receivable, the amount of interest accrued and unpaid on that Motor Receivable as at the close of business on the day immediately prior to the assignment of that Motor Receivable from the Seller to the Issuer.

ACN means Australian Company Number, a unique identifying number issued to all entities registered under the Corporations Act 2001 (Cwlth).

Adjustment means a reduction in the amount paid or payable by any Obligor in respect of a Purchased Motor Receivable (other than any Collections) by reason of any set off, counterclaim, discount or rebate or payment dispute, or any other event (other than, in the case of any such other event, a partial or total default by a Obligor).

Adverse Rating Effect means, in respect of the Notes, an effect which results in downgrading or withdrawal of the rating of any of those Notes by a Designated Rating Agency.

Aggregate Principal Outstanding means the sum of the Principal Outstanding of all Notes.

Approved Corporation means:

(a) a person having a Required Credit Rating; or

(b) a person who is a wholly owned subsidiary of an entity having a Required Credit Rating, and whose obligations are unconditionally guaranteed by such entity at the relevant time.

ASX means the securities exchange operated by ASX Limited (ABN 98 008 624 691).

Austraclear means Austraclear Limited (ABN 94 002 060 773).

Austraclear Regulations means the regulations known as “Austraclear System Regulations” established by Austraclear to govern the use of the Austraclear System.

Austraclear System means the system operated by Austraclear in Australia for holding securities and electronic recording and settling of transactions in those securities between members of the system.

Authorised Investments means investments in:

(a) cash deposited with an Eligible Bank;

(b)(i) stock, bonds, notes or other securities issued by;


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(ii) securities, deposits or loans secured or guaranteed by; or

(iii) deposits or loans secured upon stock, bonds, notes or other securities issued or guaranteed by,

the Commonwealth of Australia or any State or Territory of the Commonwealth of Australia and which investments have a Required Credit Rating at the time of the acquisition of such investments by the Issuer;

(c) certificates of deposit, commercial paper or any other debt security which has a Required Credit Rating or which is issued by a person which is an Approved Corporation at the time the relevant security is acquired, rated by Fitch at AAA and Moody’s at Aaa for maturities equal to or exceeding 365 days, or F1+ by Fitch and a short term rating of P-1 by Moody’s for maturities less than 365 days;

(d) deposits with, or purchase of bills of exchange, promissory notes, certificates of deposit or other negotiable instruments accepted, drawn or endorsed by, an Approved Corporation at the time of the deposit, loan or purchase, rated by Fitchat AAA and Moody’s at Aaa for maturities equal to or exceeding 365 days, or a short term rating of F1+ by Fitch and a short term rating of P-1 by Moody’s for maturities less than 365 days;

(e) deposits with, certificates of deposits or securities issued by, or bills of exchange, promissory notes, commercial paper or other negotiable instruments, accepted, drawn or endorsed by, a bank or financial institution rated by Fitch at AAA and Moody’s at Aaa for maturities equal to or exceeding 365 days, or a short term rating of F1+ by Fitch and a short term rating of P-1 by Moody’s for maturities less than 365 days; and

(f) investments in certain short-term debt of issuers with a short term rating by Fitchat F1 and by Moody’s at P-1. Each investment should not mature beyond 60 days.

Such investments should:

(a) be held in the name of the Issuer;

(b) mature on or before the following Payment Date or be capable of being converted to immediately available funds in an amount at least equal to the aggregate outstanding principal amount of that investment plus any accrued interest on or before the next Payment Date;

(c) not have any significant non-credit risks, for instance securities with the ‘r’ symbol attached to the rating;

(d) have a predetermined fixed-dollar amount of principal due at maturity that cannot vary or change;

(e) have interest tied to a single interest rate index plus a single fixed spread, if any, and move proportionately with that index; and


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(f) not be an investment which constitutes a securitisation exposure or a resecuritisation exposure (as defined in Prudential Standard APS 120 issued by the Australian Prudential Regulation Authority including any amendment or replacement of that Prudential Standard).

Available Income has the meaning given to that term in Section 9.2 (“Calculation of Available Income”).

Bank means an authorised deposit-taking institution (as defined in the Banking Act 1959 (Cwlth)).

BBSW means, in respect of an Interest Period, the rate determined by the Manager and expressed as a percentage per annum:

(a) appearing on the Reuters screen “BBSW” page (or any page which replaces that page) at or about 10.10am (Sydney time) on the first day of that Interest Period as being the average mid rate (rounded to four decimal places, the number 5 being rounded upwards) for a bill of exchange having a tenor equal to that Interest Period; or

(b) if a manifest error would result from a determination of the rate in accordance with paragraph (a) or if for any reason BBSW cannot be determined in accordance with paragraph (a), the rate calculated by taking the arithmetic mean of the rates quoted by three banks on application by the Manager for a bill of exchange commencing on the first day of that Interest Period and having a tenor equal to that Interest Period; or

(c) if a rate for that Interest Period cannot be determined in accordance with the procedures in paragraphs (a) or (b), or if a rate is not available for the reason that no rate is quoted in respect of a bill of exchange commencing on the first day of that Interest Period and having a tenor equal to that Interest Period, the ratespecified in good faith by the Manager at or around that time on the first day of the Interest Period, having regard, to the extent possible, to comparable indices then available or to the rates otherwise bid and offered for bills of that tenor at that time,

provided that BBSW for the first Interest Period will be the rate determined by linear interpolation calculated for the Class A2 Notes in accordance with paragraph (a) or, if applicable, paragraph (b) above by reference to two bank bill rates.

The first rate must be determined as if the Interest Period were the period of time for which rates are available next shorter than the length of the Interest Period.

The second rate must be determined as if the Interest Period were the period of time for which rates are available next longer than the length of the Interest Period.

BNY has the meaning given to that term on page 2.


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Business Day means a day (not being a Saturday, Sunday or public holiday in the relevant place) on which banks are open for general banking business in Sydney.

Business Day Convention means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day so that the date is postponed to the next Business Day unless that day falls in the following calendar month, in which case that date is brought forward to the first preceding Business Day.

Call Date means:

(a) the Payment Date on which the Aggregate Principal Outstanding of the Notes is less than 10% of the Aggregate Principal Outstanding of all the Notes on the initial Issue Date; and

(b) each Payment Date following the Payment Date in paragraph (a).

Cash Collateral means, on any day, the amount of cash collateral (if any) paid to the Issuer by the Interest Rate Swap Provider that has not been applied on or before that day to satisfy that person’s obligations under the Interest Rate Swap Agreement.

Cashflow Allocation Methodology means the methodology specified in Section 9(“Cashflow Allocation Methodology”).

Charge means the charge set out in the Deed of Charge.

Charge-Off Receivable means any Motor Receivable which has been written off in accordance with the Credit and Collection Policy.

Charge-Offs means, for a Class of Notes, the amount applied in respect of that Class of Notes under Section 9.15 (“Charge-Offs”).

Class of Notes means the Class A1 Notes, the Class A2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Seller Notes, as the context requires.

Class A Charge-Off means a Charge-Off in respect of a Class A Note.

Class A Note means each Class A1 Note and Class A2 Note.

Class A Noteholder means any Noteholder of a Class A Note.

Class A1 Note means a note issued by the Issuer and designated as a Class A1 Note. For the purposes of this Series, no Class A1 Notes will be issued.

Class A1 Noteholder means any Noteholder of a Class A1 Note.

Class A2 Note means a note issued by the Issuer and designated as a Class A2 Note.

Class A2 Noteholder means any Noteholder of a Class A2 Note.

Class B Charge-Off means a Charge-Off in respect of a Class B Note.


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Class B Note means a note issued by the Issuer and designated as a Class B Note.

Class B Noteholder means any Noteholder of a Class B Note.

Class C Charge-Off means a Charge-Off in respect of a Class C Note.

Class C Note means a note issued by the Issuer and designated as a Class C Note.

Class C Noteholder means any Noteholder of a Class C Note.

Class D Charge-Off means a Charge-Off in respect of a Class D Note.

Class D Note means a note issued by the Issuer and designated as a Class D Note.

Class D Noteholder means any Noteholder of a Class D Note.

Class E Charge-Off means a Charge-Off in respect of a Class E Note.

Class E Note means a note issued by the Issuer and designated as a Class E Note.

Class E Noteholder means any Noteholder of a Class E Note.

Collection Account means, with respect to the Series, the account designated “Bella Trust Series 2010-1 Account” in the name of the Issuer maintained at an Eligible Bank.

Collection Period means, in relation to a Payment Date, the period from (and including) the first day of the month in which the immediately preceding Payment Date occurred up to (and including) the last day of the month immediately preceding that Payment Date, provided that the first Collection Period will commence on (and include) the Cut-off Dateand end on 31 July 2010.

Collections means, in respect of a Collection Period, the aggregate of the following amounts:

(a) the sum of all amounts for which a credit entry is made during the Collection Period to the accounts established in the Servicer’s records for the Motor Receivables; less

(i) the sum of the amount of any credit entries to the accounts established in the Servicer’s records for the Motor Receivables which relate to any Defaulted Amount on the Motor Receivables during the Collection Period;

(ii) the amount of any reversals made during the Collection Period to the accounts established in the Servicer’s records for the Motor 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; and

(iii) credits that represent credit notes issued by the Servicer to a Debtor in respect of the Motor Receivables;


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(b) any Recoveries received by the Servicer in relation to the Motor Receivables during the Collection Period (less any reversals made during the Collection Period in respect of Recoveries where the original credit entry (or part thereof) was made in error or subsequently reversed due to funds not being cleared);

(c) any amounts received by the Issuer from the Seller in respect of the Collection Period with respect to the Motor Receivables repurchased as a result of the discovery of an incorrect or misleading representation or warranty from the Seller;

(d) any amounts received by the Issuer on the Determination Date following theCollection Period upon the Seller's exercise of the call option for the Motor Receivables;

(e) any damages or indemnities received by the Issuer in respect of the Collection Period as a result of:

(i) the discovery that a representation or warranty of the Seller was incorrect when given;

(ii) any release or substitution of any contractual right or related securities; or

(iii) the Servicer being required under law or binding provision having the force of law, or a court or tribunal, to grant any form of relief to an Obligor or collateral security provider as a result of the Seller having breached any applicable law, official directive or other binding provision having the force of law;

(f) any damages received by the Issuer in the Collection Period which are not included in the amounts referred to in (c) or (e) above;

(g) any amounts received by the Issuer in the Collection Period as a result of the sale of the Series Assets in accordance with the Transaction Documents;

(h) in respect of the first Collection Period, any Note subscription proceeds receivedby the Issuer that are not used on the Issue Date to acquire Motor Receivables or to fund the Liquidity Reserve;

(i) any insurance proceeds received in relation to the Motor Receivables by the Servicer or the Issuer during the Collection Period; and

(j) any other amount received by the Issuer in that Collection Period excluding any collateral or prepayment under the Interest Rate Swap Agreement; less

(k) any amount debited during the Collection Period to the accounts established in the Servicer’s records for the Motor Receivables representing receipts as a result of fees or charges imposed by any governmental agency, bank accounts debits tax or similar taxes or duties imposed by any governmental agency (including any tax or duty in respect of payments or receipts to or from bank or other accounts), any amounts received by the Seller or the Servicer from an Debtor in respect of


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goods and services tax, hiring duty, rental business duty or credit business duty in relation to a Motor Receivable; and

(l) any amount debited during the Collection Period to the accounts established in the Servicer’s records for the Motor Receivables representing reimbursements paid by the Seller to an Obligor where the Obligor had previously paid in excess of what was contractually due.

Conditions means the terms and conditions of each of the Notes set out in Section 4(“Terms and conditions of the Notes”).

Consumer Credit Code means the Consumer Credit Code set out in the Appendix to the Consumer Credit (Queensland) Act 1994 as in force or applied as a law of any jurisdiction of Australia and includes the National Credit Code and other applicable provisions of the National Consumer Credit Protection Act 2009 (Cwlth) or the provisions of the Code set out in the Appendix to the Consumer Credit (Western Australia) Act 1996 or the provisions of the Code set out in the Appendix to the Consumer Credit Code (Tasmania) Act 1996.

Corporations Act means the Corporations Act 2001 (Cwlth).

Costs includes costs, charges and expenses, including those incurred in connection with advisers.

Credit Support Percentage means, in respect of a Class of Notes, on any given date the proportion of the aggregate Stated Amount of all Class of Notes which rank below that Class of Notes as set out in Section 9.14 (“Application of proceeds following an Event of Default”) to the aggregate Stated Amount of all Notes as at that date, expressed as a percentage.

Cut-Off Date means 16 July 2010 or such other date as agreed between Seller and the Manager.

Day Count Fraction means in respect of a period, the actual number of days in thatperiod divided by 365 (or, if any part of the period falls in a leap year, the sum of:

(a) the actual number of days in that part of the period falling in a leap year divided by 366; and

(b) the actual number of days in that part of the period falling in a non-leap year divided by 365).

Dealer Agreement means the document entitled “Bella Trust Series 2010-1 Dealer Agreement” dated 15 July 2010 between the Issuer, the Seller, the Servicer the Manager and each Dealer.

Debtor means, in respect of any Receivables Contract, the person to whom funds have been advanced under the relevant Receivables Contract or who is otherwise liable to repay amounts due under the Receivables Contract, including any guarantor and third party security provider.


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Deed of Charge means the Bella Trust Series 2010-1 Deed of Charge dated 15 June2010 between the Issuer and the Security Trustee.

Defaulted Amount means, in respect of a Determination Date, the Outstanding Amount of any Motor Receivable which became a Charge-Off Receivable during the immediately preceding Collection Period.

Denomination means A$100,000 (subject to a minimum subscription amount of A$500,000).

Designated Rating Agency means in respect of the Series, Fitch and Moody’s and each other rating agency appointed by the Manager to rate or assess the credit of the Notes.

Determination Date means the day which is four Business Days prior to a Payment Date. The first Determination Date will be 13 August 2010.

Eligible Bank means a Bank with a credit rating at least equivalent to the Required Credit Rating.

Eligible Receivable means a Motor Receivable which meets the criteria in Section 6.5(“Seller Representations and Eligibility Criteria”).

Encumbrance means any:

(a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement; or

(b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off; or

(c) right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or

(d) third party right or interest or any right arising as a consequence of the enforcement of a judgment,

or any agreement to create any of them or allow them to exist.

Event of Default has, in respect of the Series, the meaning given to it Section 11.5 (“The Security Trust”).

Final Maturity Date has the meaning given to that term in Section 3.6 (“Payment Dates and Periods for the Series”).

Finance Charges has the meaning given to that term in Section 9.4 (“Finance Charges”).

Fitch means Fitch Australia Pty Limited.


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FSMA has the meaning given to that term in Section 5.29 (“Risk relating to the Banking Act 2009”).

Income Collections has the meaning given to that term in Section 9.3 (“Income Collections”).

A person is Insolvent if:

(a) in relation to a body corporate:

(i) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); or

(ii) it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller (as defined in the Corporations Act) appointed to its property; or

(iii) it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Security Trustee); or

(iv) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of (i), (ii) or (iii) above; or

(v) it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; or

(vi) it is the subject of an event described in section 459C(2)(b) or section 585 of the Corporations Act (or it makes a statement from which the Issuerreasonably deduces it is so subject); or

(vii) it is otherwise unable to pay its debts when they fall due; or

(viii) something having a substantially similar effect to (a)(i) to (vii) happens in connection with that person under the law of any jurisdiction;

(b) in relation to a person which is not a body corporate, upon the happening of any of the following events:

(i) the death, mental incapacity or bankruptcy of the person or the appointment of a receiver or other official in respect of all or any part of the assets of the person;

(ii) such person has a security granted by them enforced against them;

(iii) the person is otherwise unable to pay its debts when they fall due; or


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(iv) anything analogous to or having a substantially similar effect to the event referred to above happens under the law of any applicable jurisdiction.

Interest Period means in respect of the Notes, each period beginning on (and including) a Payment Date and ending on (but excluding) the next Payment Date. However:

(a) the first Interest Period commences on (and includes) the Issue Date; and

(b) the last Interest Period ends on (but excludes) the Final Maturity Date for these Notes.

Interest Rate means, for a Note:

(a) in the case of a Class A Note, the interest rate (expressed as a percentage rate per annum) equal to the BBSW plus the Margin for that Note; and

(b) in the case of a Class B Note, Class C Note, Class D Note, Class E Note or a Seller Note, 0.01% per annum plus the Margin for that Note.

Interest Rate Swap means the interest rate transaction that is entered into under the Interest Rate Swap Agreement.

Interest Rate Swap Agreement means the ISDA Master Agreement on or about 21 July 2010 (together with the schedule and each confirmation relating thereto) between the Issuer, the Manager and the Interest Rate Swap Provider.

Interest Rate Swap Provider means Bank of Scotland plc, Australia Branch (ABN 24 111 084 434 and ARBN 126 955 557).

Issuer means BNY Trust Company of Australia Limited (ABN 49 050 294 052) in its capacity as trustee of the Trust in respect of the Series.

Issue Date means, for a Note, the date on which that Note is, or is to be, issued as specified in, or determined in accordance with, the Series Supplement.

Liquidity Draw means any drawing made under Section 9.8 (“Liquidity Draw”).

Liquidity Reserve means the reserve account established as described in Section 9.6(a) (“Liquidity Reserve”).

Liquidity Reserve Required Amount means, in respect of a Determination Date, an amount equal to the greater of:

(a) $500,000; and

(b) 1.00% of the Aggregate Principal Outstanding of the Notes as at the immediately preceding Payment Date.

Liquidity Shortfall means in respect of a Determination Date, the amount by which, if any, the Required Payments on the immediately following Payment Date are greater than


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the Income Collections available for application on the immediately following Payment Date.

Manager means Bank of Scotland plc, Australia Branch (ABN 24 111 084 434 andARBN 126 955 557) or any other person performing the functions of manager, from time to time, under the Management Deed.

Management Deed means the management deed entitled “Bella Trusts Management Deed” dated 16 October 2009 between the Issuer and the Manager as amended and replaced from time to time.

Margin has the meaning given to that term in Section 3.8 (“Interest on the Notes”).

Master Security Trust Deed means the Bella Trusts Master Security Trust Deed dated 16 October 2009 between the Issuer, the Manager and the Security Trustee.

Master Trust Deed means the Bella Trusts Master Trust Deed dated 16 October 2009between the Issuer and the Manager.

Material Adverse Effect means an event that will materially and adversely affect the amount or timing of any payment in respect of the Class of Notes that is outstanding that ranks the highest in the Series Supplement for the Series following an Event of Default and enforcement of the Deed of Charge for the Series.

Moody’s means Moody’s Investors Service.

Motor Receivable means the right, title and interest in, to and under in relation to anyReceivables Contract to be offered for sale to the Issuer by the Seller in accordance with the Receivables Acquisition and Servicing Agreement.

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

Note means each of the Class A1 Notes, the Class A2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Seller Notes.

Note Deed Poll means the deed poll entitled “Bella Trust Series 2010-1 Note Deed Poll”dated 21 July 2010 executed by the Issuer.

Note Register means the register (including any branch register) of the Notes established and maintained by the Issuer.

Noteholder means, in respect of a Note, the person or persons listed as the Noteholder of that Note in accordance with the Note Register. If a Note is held in the Austraclear System, references to the Noteholder of that Note include the operator of the Austraclear System or a nominee for that operator or a common depository for the Austraclear Systems (in each case acting in accordance with the rules and regulations of the Austraclear Systems).


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Notice of Creation of Security Trust means the Notice of Creation of Security Trust given by the Security Trustee dated 15 June 2010 constituting the Series 2010-1.

Notice of Creation of Trust means the Notice of Creation of Trust given by the Issuer dated 16 October 2009 constituting the Bella Trust.

Obligor means each person that is a counterparty to a Receivables Contract other than the Seller.

Offered Notes means the Class A2 Notes.

Offer Materials means any information memorandum, disclosure document (as defined in the Corporations Act), advertisement, publication, document, material or statement (oral or written) relating to the marketing, issue or sale of the Notes, but does not include this Information Memorandum.

Other Series means a Series (as that term is defined in the Master Security Trust Deed) other than the Series 2010-1.

Outstanding Amount means, on any date, in respect of a Motor Receivable, the sum of:

(a) the outstanding principal amount in respect of that Motor Receivable as at that date; and

(b) the amount of all taxes, fees, finance charges, rental payments, interest payments and other amounts owing under or in connection with that Motor Receivable and which have accrued or are unpaid as at that date.

Participation Unit means, in respect of a Trust, a Unit in that Trust which is designated as a “Participation Unit” in the Unit Register for the Trust.

Participation Unitholder means, in respect of a Trust, a person registered as the holder of a Participation Unit in that Trust.

Party has the meaning given to that term in the Section entitled “Notes liabilities of the Issuer only”.

Payment Date means the 19th day of each month (or if such a day is not a Business Day, the next following Business Day) provided that the first Payment Date will be 19 August 2010. The last Payment Date for a Note is its Final Maturity Date.

Prepayment Break Costs means any break costs payable by an Obligor on the early repayment of a Motor Receivable.


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Prescribed Period has the meaning given to that term in Section 5.15 (“Breach of Representation or Warranty”).

Principal Collections are:

(a) zero, where the sum of Finance Charges for the Collection Period exceed the Collections for the Collection Period; or

(b) in all other cases, in respect of the Collection Period the Collections for the Collection Period less the sum of the Finance Charges.

Principal Draw means each amount allocated from Principal Collections in accordance with Section 9.5 (“Principal Draw”).

Principal Outstanding means, on any date and in respect of a Note, the initial issuance proceeds of a Note less the aggregate of principal payments made on or before that date in relation to that Note.

Protection of Title Event means:

(a) the Seller makes any representation which is incorrect when made and it has, or if continued will have, an adverse effect as reasonably determined by the Issuer after the Issuer is actually aware of such representation or warranty being incorrect and such breach is not remedied to the satisfaction of the Trustee within 20 Business Days;

(b) the Issuer is not paid an amount owing to it by the Seller within 10 Business Days of its due date for payment;

(c) Lloyds Banking Group plc ceases to have a rating of at least Baa2 from Moody’sand BBB from Fitch and the Seller is a subsidiary of Lloyds Banking Group plc (or its successors);

(d) if the Seller is the Servicer, the Servicer defaults on its obligations and that breach has a Material Adverse Effect; or

(e) the Seller is Insolvent.

Rate Set Date has the meaning given to that term in Section 3.6 (“Payment Dates and periods for the Series”).

Reallocation means a reallocation of Series Assets from one series of a Trust to another series of that Trust or to a Series of a different Trust with the same trustee in accordance the Master Trust Deed and Reallocate and Reallocated are to be construed accordingly.

Receivables Acquisition and Servicing Agreement means the agreement entitled “Bella Trust Series 2010-1 Receivables Acquisition and Servicing Agreement” dated 21 July 2010 between the Seller, the Servicer, the Manager and the Issuer.


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Receivables Contract means, in relation to a lease contract or loan agreement provided by the Seller, any document under which that lease contract or loan agreement arises or which otherwise relates to that lease contract or loan agreement (including any lease agreement (whether or not arising under a master lease agreement), service level agreement, chattel mortgage, term purchase agreement, secured loan agreement or supply agreement insofar as it relates to that lease contract or loan agreement or related vehicle, insurance contract and guarantee).

Receiver includes a receiver or a receiver and manager.

Record Date means, for a payment due in respect of any Notes, the fourth Business Daybefore the Payment Date.

Recoveries means any amount received by or on behalf of the Seller under or in respect of a Motor Receivable and the Related Documents at any time after that Motor Receivable has become a Charge-Off Receivable.

Register of Encumbered Vehicles means:

(a) in respect of New South Wales, the Australian Capital Territory and the Northern Territory, the Register of Encumbered Vehicles, New South Wales;

(b) in respect of Queensland, the Register of Encumbered Vehicles, Queensland;

(c) in respect of Victoria, the Vehicles Security Register, Victoria;

(d) in respect of South Australia, the Vehicles Security Register, South Australia;

(e) in respect of Tasmania, the Vehicle Registration Status Enquiry Service; and

(f) a public register maintained by any Governmental Agency which is equivalent to or a replacement of any of the public registers referred to in paragraphs (a) to (e) above.

Related Documents means in respect of a Motor Receivable, all of the Seller’s right, title, benefit and interest in, to in connection with:

(a) any mortgage;

(b) any:

(i) security interest (other than a mortgage);

(ii) guarantee, indemnity or other assurance; or

(iii) asset,

which, in either case, secures or otherwise provides for the repayment or payment of the amount owing under the Motor Receivable, or

(c) any insurance policy (both present and future) in respect of the Motor Receivable,


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together with:

(i) any copies of records, accounts, statements and contracts or other documentary evidence (including any invoices issued in respect of the Motor Receivables); and

(ii) all proceeds and all moneys payable in connection with or as a consequence of the receivable and collections in respect of a security and all ancillary rights relating to the Motor Receivables.

Related Entity in respect of an Australian entity, has the meaning it has in the Corporations Act.

Related Vehicle means any vehicle related to a Motor Receivable.

Relevant Rating means, in respect of Fitch a short term credit rating of F1 and a long term credit rating of A and in respect of Moody’s a short term credit rating of P-1 and a long term credit rating of A2, or if the relevant entity does not have a short term credit rating, a long term credit rating of A1.

Required Credit Rating means a short term rating of at least F1 and a long term rating of at least A (in the case of Fitch) and a short term rating of at least P-1 (in the case of Moody’s).

Required Payments has the meaning given to that term in Section 9.10 (“Required Payments”).

Residual Unit means, in respect of the Trust, a Unit in that Trust which is designated as a “Residual Unit” in the Unit Register for the Trust.

Residual Unitholder means, in respect of the Trust, a person registered as the holder of a Residual Unit in that Trust.

Secured Creditor means each Noteholder, the Manager, the Servicer, the Seller, the Security Trustee (in its personal capacity and as trustee of the Security Trust), the Interest Rate Swap Provider and each Joint Lead Manager.

Secured Money means all amounts that:

at any time;

for any reason or circumstance in connection with the Transaction Documents (including any transaction in connection with them);

whether at law or otherwise;

and whether or not of a type within the contemplation of the parties at the date of theDeed of Charge:


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(a) are payable, are owing but not currently payable, are contingently owing, or remain unpaid, by the Issuer to any Secured Creditor of the Series; or

(b) any Secured Creditor of the Series has advanced or paid on the Issuer’s behalf or at the Issuer’s express or implied request; or

(c) any Secured Creditor of the Series is liable to pay by reason of any act or omission on the Issuer’s part, or that any Secured Creditor of the Series has paid or advanced in protecting or maintaining the Secured Property or the Deed of Charge following an act or omission on the Issuer’s part; or

(d) are reasonably foreseeable as likely, after that time, to fall within any of the above paragraphs.

This definition applies:

(i) irrespective of the capacity in which the Issuer or the Secured Creditor of the Series became entitled to, or liable in respect of, the amount concerned;

(ii) whether the Issuer or the Secured Creditor of the Series is liable as principal debtor, as surety, or otherwise;

(iii) whether the Issuer is liable alone, or together with another person;

(iv) even if the Issuer owes an amount or obligation to the Secured Creditor of the Series because it was assigned to the Secured Creditor, whether or not:

(A) the assignment was before, at the same time as, or after the date of the Deed of Charge; or

(B) the Issuer consented to or was aware of the assignment; or

(C) the assigned obligation was secured before the assignment;

(v) even if this charge was assigned to the Secured Creditor of the Series, whether or not:

(A) the Issuer consented to or was aware of the assignment; or

(B) any of the Secured Money was previously unsecured; and

(vi) whether or not the Issuer has a right of indemnity from the Series Assets.

Secured Property means all Series Assets of the Series (other than until the day after the first anniversary of the date of the Deed of Charge, land or interests in land (other than interests held by way of security) located or having a situs, or taken to be located or to have a situs, in New South Wales) which the Issuer acquires or to which the Security Provider becomes entitled after the date of the Deed of Charge.


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Security Trust means the “Bella Trust Series 2010-1 Security Trust” constituted under the Notice of Creation of Security Trust, the Master Security Trust Deed and the Deed of Charge.

Security Trust Fund means, in respect of a Security Trust:

(a) the amount held by the Security Trustee under clause 2.1 (“Declaration of Security Trust”) of the Security Trust Deed in respect of that Security Trust; and

(a) any other property which the Security Trustee receives, has vested in it or otherwise acquires to hold in respect of that Security Trust, including the Charge; and

(b) any property which represents the proceeds of sale of any such property or proceeds of enforcement of the Charge.

Security Trustee means BNY Trust (Australia) Registry Limited (ABN 88 000 334 636) or such other entity that may be acting as security trustee under the Master Security Trust Deed from time to time.

Seller means Capital Finance Australia Limited (ABN 23 069 663 136).

Seller Account means each bank account in the name of the Seller in respect of which Collections are deposited.

Seller Charge means the deed entitled “Bella Trust Series 2010-1 Seller Charge” dated 21 July 2010 between the Seller and the Issuer.

Seller Charge-Off means a Charge-Off in respect of a Seller Note.

Seller Note means a note issued by the Issuer and designated as a Seller Note.

Seller Noteholder means any Noteholder of a Seller Note.

Senior Obligations means, the obligations of the Issuer:

(a) in respect of the Class A Notes and any obligations ranking equally or senior to the Class A Notes (as determined in accordance with the order of priority set out in Section 9.11 (“Priority of payments - Income”)), at any time while the Class A Notes are outstanding;

(b) in respect of the Class B Notes and any obligations ranking equally or senior to the Class B Notes (as determined in accordance with the order of priority set out in Section 9.11 (“Priority of payments - Income”)), at any time while the Class B Notes are outstanding but no Class A Notes are outstanding;

(c) in respect of the Class C Notes and any obligations ranking equally or senior to the Class C Notes (as determined in accordance with the order of priority set out in Section 9.11 (“Priority of payments - Income”)), at any time while the Class CNotes are outstanding but no Class A Notes or Class B Notes are outstanding;


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(d) in respect of the Class D Notes and any obligations ranking equally or senior to the Class D Notes (as determined in accordance with the order of priority set out in Section 9.11 (“Priority of payments - Income”)), at any time while the Class D Notes are outstanding but no Class A Notes, Class B Notes or Class C Notes are outstanding;

(e) in respect of the Class E Notes and any obligations ranking equally or senior to the Class E Notes (as determined in accordance with the order of priority set out in Section 9.11 (“Priority of payments - Income”)), at any time while the Class E Notes are outstanding but no Class A Notes, Class B Notes, Class C Notes or Class D Notes are outstanding;

(f) in respect of the Seller Notes and any obligations ranking equally or senior to the Seller Notes (as determined in accordance with the order of priority set out in Section 9.11 (“Priority of payments - Income”)), at any time while the Seller Notes are outstanding but no Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are outstanding; and

(g) under the Transaction Documents generally, at any time while no Notes are outstanding.

Series means the Series 2010-1 constituted by the Notice of Creation of Security Trust and the Deed of Charge, each dated 15 June 2010.

Series Assets means, in relation to a Series, all the Issuer’s rights, property and undertaking which are the subject of that Series:

(a) of whatever kind and wherever situated; and

(b) whether present or future.

Series Share means the value of Secured Property in respect of the Series divided by the value of the Secured Property (as defined in the Master Security Trust Deed) in respect of each other Series (as defined in the Master Security Trust Deed) and expressed as a percentage.

Series Supplement means the deed entitled “Bella Trust Series 2010-1 Series Supplement” dated on or about 21 July 2010 between (amongst others) the Issuer, the Manager, the Servicer and the Security Trustee.

Servicer means Capital Finance Australia Limited (ABN 23 069 663 136) and any other person appointed to perform the role of servicer under the Receivables Acquisition and Servicing Agreement.

Servicer Default has the meaning given to that term in Section 11.8(d) (“Removal of Servicer”).

Servicer Reserve Fund means the fund described in Section 9.7 (“Servicer Reserve Fund”).


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Servicer Reserve Fund Draw means any drawing made under Section 9.9 (“Servicer Reserve Fund Draw”).

Servicer Reserve Fund Ledger means the ledger that will be created in the event of the Servicer Reserve Fund being established to record the balance of the Servicer Reserve Fund.

Servicer Reserve Fund Required Amount means 3.50% of the Aggregate Principal Outstanding of the Notes as at the immediately preceding Payment Date.

Specified Office means, for a person, that person’s office specified in the Directory or the Series Supplement for the Series or any other address notified to Noteholders from time to time.

Stated Amount means in relation to a Note in a Class of Note on any date, an amount equal to the Principal Outstanding in respect of that Note less a pro rata share of any Charge-Offs which have not been reinstated in accordance with Section 9.16 (“Reimbursement of Notes Charge-Offs”) in respect of that Class of Notes at that date (based on the Principal Outstanding of each Note in that Class of Note).

The Stepdown Test is satisfied on any Payment Date if as at the immediately precedingDetermination Date:

(a) the Credit Support Percentage in respect of the Class B Notes and the Class C Notes is at least double the size of the Credit Support Percentage as at the Issue Date;

(b) the Payment Date falls on or after 12 calendar months from the Issue Date;

(c) the aggregate of the Defaulted Amounts in relation to the Motor Receivables since the Issue Date does not exceed:

(i) 1.70% if that Determination Date is before the second anniversary of the Issue Date; or

(ii) 3.30% if that Determination Date is on or after the second anniversary of the Issue Date;

(d) there are no Charge-Offs in respect of any Class of Notes (other than the Seller Notes) which remain unreimbursed; and

(e) the Aggregate Principal Outstanding of all Notes on such Determination Date is more than 10% of the Aggregate Principal Outstanding of all the Notes on the Issue Date.

Tax includes any levy, charge, impost, fee, deduction, stamp duty, financial institutions duty, bank account debit tax or other tax of any nature payable, imposed, levied, collected, withheld or assessed by any governmental agency and includes any interest, expenses, fine penalty or other charge payable or claimed in respect thereof but does not


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include any tax on overall net personal income of the Issuer and Taxes and Taxation shallbe construed accordingly.

Tax Amount a proportion determined by the Manager to be the Series Share in respect of a Payment Date, of the amount (if any) of Tax that the Manager reasonably determines will be payable in the future by the Issuer in respect of the Trust and which accrued since the previous Payment Date.

Tax Shortfall means, a proportion determined by the Manager to be the Series Share in respect of a Payment Date, of the amount (if any) determined by the Manager to be the shortfall between the aggregate Tax Amounts determined by the Manager in respect of previous Payment Dates and the amounts set aside under Section 9.11 (“Priority of payments - Income”) on previous Payment Dates.

Total Principal Collections has the meaning given to that term in Section 9.12(“Calculation of Total Principal Collections”).

Transaction Documents mean in respect of the Series:

(a) the Master Trust Deed (insofar as it applies to the Series);

(b) the Master Security Trust Deed (insofar as it applies to the Series);

(c) the Management Deed (insofar as it applies to the Series);

(d) the Notice of Creation of Trust (insofar as it applies to the Series);

(e) the Receivables Acquisition and Servicing Agreement;

(f) the Series Supplement;

(g) the Note Deed Poll;

(h) the Notice of Creation of Security Trust;

(i) the Deed of Charge;

(j) the Dealer Agreement;

(k) the Interest Rate Swap Agreement;

(l) the Subscription Agreement; and

(m) the Seller Charge.

Trust means the Bella Trust established in accordance with the Notice of Creation of Trust and the Master Trust Deed.

Unit means, in respect of a Trust, the Participation Unit and each Residual Unit in that Trust.


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Unitholder means each holder of a Unit.

Unit Register means, in respect of a Trust, the register of Unitholders in that Trust to be established and maintained under the Master Trust Deed.

Vehicle Security Register means any register on which securities over, or other interests in, vehicles may be registered, and includes the Register of Encumbered Vehicles (however described) of any Australian jurisdiction.

Voting Secured Creditors means at any time:

(a) if any Class A Notes remain outstanding and:

(i) the amount of Class A Notes outstanding constitutes at least 75% of the Secured Moneys at that time in respect of the Series, the Class A Noteholders; or

(ii) the amount of Class A Notes outstanding does not constitute at least 75% of the Secured Moneys at that time in respect of the Series, the Class A Noteholders and the Interest Rate Swap Provider;

(b) if Class B Notes, but no Class A Notes, remain outstanding, the Class B Noteholders and the Interest Rate Swap Provider;

(c) if Class C Notes, but no Class A Notes or Class B Notes, remain outstanding, the Class C Noteholders and the Interest Rate Swap Provider; and

(d) if Class D Notes, but no Class A Notes, Class B Notes or Class C Notes, remain outstanding, the Class D Noteholders and the Interest Rate Swap Provider; and

(e) if Class E Notes, but no Class A Notes, Class B Notes, Class C Notes or Class D Notes, remain outstanding, the Class E Noteholders and the Interest Rate Swap Provider; and

(f) if the Seller Notes, but no Class A Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes, remain outstanding, the Seller Noteholders and the Interest Rate Swap Provider; and

(g) if no Notes remain outstanding, the Secured Creditor or Secured Creditors then ranking the highest in priority for payment in accordance with the order set out in the Series Supplement following an Event of Default and enforcement of the Deed of Charge.


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DIRECTORYIssuer

BNY Trust Company of Australia Limited in its capacity as trustee of the Bella Trust in respect of the Series 2010-1

ABN 49 050 294 052Level 2

35 Clarence StreetSydney NSW 2000

Seller and ServicerCapital Finance Australia Limited

ACN 23 069 663 13620 Lexington Drive

Bella Vista NSW 2153

Security TrusteeBNY Trust (Australia) Registry Limited

ACN 000 334 636Level 2

35 Clarence StreetSydney NSW 2000

Manager and a Joint Lead Manager for the Offered NotesBank of Scotland plc, Australia Branch

ABN 24 111 084 434 and ARBN 126 955 557

Level 2545 Clarence Street

Sydney NSW 2000

Joint Lead Managers for the Offered NotesJ.P. Morgan Australia Limited

ABN 52 002 888 011

Level 32Grosvenor Place, 225 George Street

Sydney NSW 2000

National Australia Bank LimitedABN 12 004 044 937

Level 25255 George Street

Sydney NSW 2000

Legal Adviser to Seller, Servicer and ManagerMallesons Stephen Jaques

Level 61, Governor Phillip Tower1 Farrer Place

Sydney NSW 2000


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Legal Adviser to J.P. Morgan Australia Limited and National Australia Bank Limited

Clayton Utz

Level 341 O’Connell Street

Sydney NSW 2000