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1 Driver Australia Master Trust Issuer Security Deed Dated June 2016 Perpetual Corporate Trust Limited (ABN ) ( Issuer ) Perpetual Nominees Limited (ABN ) ( Trust Manager ) P.T. Limited (ABN ) ( Security Trustee ) King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T F DX 113 Sydney

2 Driver Australia Master Trust Issuer Security Deed Contents Details 1 General terms 2 1 Definitions and Interpretations Definitions Interpretation Common Terms Limitation of liability 4 2 Master Trust Deed 4 3 Issuer's covenant to pay 5 4 Security Grant of Security Consideration Interest Rate Swap Agreements 5 5 Negative undertakings by the Issuer 6 6 Positive Undertakings by the Issuer 6 7 Authority to collect 6 8 Enforcement of Security Foreclosure Event No individual enforcement 7 9 Appointment of Receiver Appointment and removal Joint Receivers Capacity Powers of Receiver Not mortgagee in possession Exclusion of notice Give up possession Exercise of powers Preservation of rights Further assurance Power of attorney Continuing Security Moratorium legislation Waivers 12 Driver Australia Master Trust Issuer Security Deed i

3 11.6 Rights cumulative No marshalling Reinstatement of rights Personal Property Securities Act Assignment Assignment by the Issuer Governing law and jurisdiction Governing law Submission to jurisdiction General provisions Certifications Amendment 14 Signing page 15 Driver Australia Master Trust Issuer Security Deed ii

4 Driver Australia Master Trust Issuer Security Deed Details Parties Issuer, Trust Manager, Security Trustee Issuer Name Perpetual Corporate Trust Limited as trustee of the Driver Australia Master Trust ABN Address Level Pitt Street Sydney NSW 2000 Telephone Attention SecuritisationOps@perpetual.com.au Manager, Transaction Management Group Trust Manager Name Perpetual Nominees Limited as the trust manager of the Driver Australia Master Trust ABN Address Level Pitt Street Sydney NSW 2000 Telephone Security Trustee Attention Name calcagency@perpetual.com.au Trust Management Team P.T. Limited as trustee of the Driver Australia Master Security Trust ABN Address Level Pitt Street Sydney NSW 2000 Telephone Attention SecuritisationOps@perpetual.com.au Manager, Transaction Management Group Governing law New South Wales Driver Australia Master Trust Issuer Security Deed 1

5 Driver Australia Master Trust Issuer Security Deed General terms 1 Definitions and Interpretations 1.1 Definitions The definition provisions contained in clause 1 ( Definitions ) of the Incorporated Terms Memorandum dated on or around the date of this Deed and signed for identification purposes by the parties hereto ( Incorporated Terms Memorandum ) are incorporated herein in full as if expressly set forth in this Deed and accordingly the terms and expressions defined in the Incorporated Terms Memorandum shall, unless otherwise defined in this Deed, have the same meanings when used in this Deed. In addition, in this Deed, unless the context otherwise requires: Asset means, in relation to the Trust, all of the property, rights and undertaking irrespective of: (d) whether it is present or future; whether it is real or personal; whether it is tangible or intangible; and where it is located, comprised in and held by the Issuer. Receiver means the person or persons appointed to be a receiver or receiver and manager under clause 9.1 ( Appointment and removal ). Secured Obligations means all money, obligations and liabilities of any kind that are or may in the future become due, owing or payable, whether actually, contingently or prospectively, by the Issuer to or for the account of a Transaction Creditor under or in relation to a Transaction Document including on account of principal, interest, fees, expenses, indemnity payments, losses or damages and irrespective of: (d) (e) the capacity of the Issuer or the Transaction Creditor (whether as principal, agent, trustee, beneficiary, partner or otherwise); whether the Issuer is liable as principal debtor or as surety; whether the Issuer is liable alone, jointly or jointly and severally with another person; whether or not the money, obligation or liability is owed to the Transaction Creditor or to its account as a result of an assignment, transfer or other dealing with or without the Issuer's consent; whether the money, obligation or liability is owed or secured before or after the date of: this Deed; or Driver Australia Master Trust Issuer Security Deed 2

6 any assignment of this Deed or any other Transaction Document; or (f) whether or not the Issuer has a right of indemnity from the Assets of the Trust. Secured Property means the whole of the right, title, benefit and interest of the Issuer in, to or under: its rights of indemnity against the Assets and beneficiaries of the Trust and any Security Interest held by it in respect of its administration of the Trust and those rights of indemnity; and the assets held by it as trustee of the Trust, including: (iii) (iv) all its present and future claims and other rights arising from the VWFS Australia Security Deed; all Purchased Receivables which VWFS Australia transfers to the Issuer pursuant to the Receivables Purchase Agreement, and all present and future rights arising from such Purchased Receivables; all its present and future claims and other rights arising from the Transaction Documents and any other contracts the Issuer has entered or may enter into in connection with a Transaction Document; and all its present and future claims in respect of all bank accounts which are established in the name of the Issuer in accordance with the Transaction Documents, including the Accumulation Account, Distribution Account, the Monthly Collateral Account and the Cash Collateral Account, irrespective of: (d) (e) whether it is present or future; whether it is tangible or intangible; and where it is located. 1.2 Interpretation In the event of any inconsistency between the Incorporated Terms Memorandum and this Deed, this Deed shall prevail. Terms in this Deed, except where otherwise stated or the context otherwise requires, shall be interpreted in the same way as set forth in clause 1.2 ( Interpretation ) of the Incorporated Terms Memorandum, which is incorporated into this Deed as if set out in full in this Deed. Under this Deed, the Voting Transaction Creditors are the only Transaction Creditors entitled to direct the Security Trustee and pass Extraordinary Resolutions with respect to the exercise of the Security Trustee's powers and performance of its duties and obligations under this Deed. Driver Australia Master Trust Issuer Security Deed 3

7 1.3 Common Terms Except as provided below, the Common Terms apply to this Deed and shall be binding on the parties as if set out in full in this Deed. 1.4 Limitation of liability Clauses 9.7 ( Limitation of Trustee s liability ) to 9.13 ( Liability must be limited and must be indemnified ) of the Master Trust Deed are incorporated into this Deed as if set out in full in this Deed and: (iii) (iv) references to the "Trustee" were references to the Issuer; references to "a Trust" and "that Trust" were to the Trust; references to this Deed were references to the Master Trust Deed; and references to Transaction Document and "Transaction Documents" included this Deed. Clauses 9.1 ( Security Trustee limitation of liability ) to 9.7 ( Liability must be limited and must be indemnified ) of the Master Security Trust Deed are incorporated into this Deed as if set out in full in this Deed and: (iii) references to "a Security Trust " and "that Security Trust " were to the Security Trust; references to this Deed were references to the Master Security Trust Deed; and references to Transaction Document and "Transaction Documents" included this Deed. Clauses 11.1 ( Trust Manager's Liability for loss ) to 11.3 ( Limitation of Trust Manager's responsibilities ) of the Master Trust Deed are incorporated into this Deed as if set out in full in this Deed and: (iii) (iv) (v) references to "a Trust Manager" and "that Trust Manager" were to the Trust Manager; references to the "Trustee" were to the Issuer; references to "a Trust" and "that Trust" were to the Trust; references to "this Deed" were to the Master Trust Deed and this Deed; and references to Transaction Document and "Transaction Documents" included this Deed. 2 Master Trust Deed For the purposes of the Master Trust Deed: this Deed is referable to the Trust and is an Issuer Security Deed; and this Deed is subject to the Master Trust Deed and Master Security Trust Deed. Driver Australia Master Trust Issuer Security Deed 4

8 3 Issuer's covenant to pay The Issuer covenants with and undertakes to the Security Trustee (for its own account and as Security Trustee for the Transaction Creditors) that it shall pay all moneys, and discharge all obligations and liabilities to the Transaction Creditors or any of them under the Transaction Documents as and when the same fall due for payment or discharge. 4 Security 4.1 Grant of Security As security for the due and punctual payment and discharge of the Secured Obligations the Issuer: assigns by way of security, and otherwise grants a security interest in, all of the Issuer's right, title, benefit and interest from time to time in and to all and any Secured Property to which the PPSA applies to the Security Trustee (as Security Trustee for the Transaction Creditors); and grants to the Security Trustee (as Security Trustee for the Transaction Creditors) a fixed charge over all and any Secured Property to which the PPSA does not apply. For the purposes of sub-section 20(2) of the PPSA, the parties intend that the security interests granted under this Deed are Security Interests in all of the Issuer's present and after-acquired property, except any Personal Property not within the definition of Secured Property. 4.2 Consideration The Issuer enters into this Deed for valuable consideration from the Security Trustee and acknowledges receipt of that consideration. 4.3 Interest Rate Swap Agreements The Security Trustee agrees and acknowledges that the Secured Property includes, without limitation, the right, title, benefit and interest of the Issuer under, pursuant to or in connection, with the Interest Rate Swap Agreements and that the security interests granted under this Deed over such Secured Property is subject to: the rights of the parties to an Interest Rate Swap Agreement to terminate obligations, calculate termination values of terminated obligations and net such termination values (under Section 6 of an Interest Rate Swap Agreement); payment netting of obligations (under Section 2 of an Interest Rate Swap Agreement); and any rights of set off, under each Interest Rate Swap Agreement, whether arising before, on or after the date of this Deed or the date of any notice of this Deed to any party to an Interest Rate Swap Agreement. Driver Australia Master Trust Issuer Security Deed 5

9 5 Negative undertakings by the Issuer The Issuer will not, without the prior written consent of the Security Trustee (acting at the direction of an Extraordinary Resolution of the Voting Transaction Creditors): create or permit to subsist any Security Interest (other than a Permitted Security Interest) over any of the Secured Property; sell, transfer, assign or otherwise dispose of any of the Secured Property or any part thereof or attempt or agree to do so; or waive or compromise any of its rights in respect of the Secured Property, or do or omit to do anything which would reduce the value of the Secured Property, in each case, except as permitted or required by the terms of any Transaction Document. 6 Positive Undertakings by the Issuer The Issuer must: (d) duly perform all of its obligations under the Transaction Documents; promptly inform the Security Trustee of any material claim or notice relating to the Secured Property received from any other party and of all other matters relevant thereto; provide the Security Trustee with all information from time to time reasonably required by it in relation to the Secured Property; and permit the Security Trustee or its representatives, subject to giving the Issuer reasonable notice, to inspect its books and records relating to the Security Interests created by this Deed during usual business hours for purposes of verifying and enforcing the Security Interests created by this Deed, to give any information necessary for such purpose, and to make the relevant records available for inspection. 7 Authority to collect While a Foreclosure Event is not subsisting, the Issuer is authorised to collect and realise in the ordinary course of business, or otherwise exercise its rights in respect of, the Secured Property. 8 Enforcement of Security 8.1 Foreclosure Event At any time after a Foreclosure Event occurs and is subsisting, the Security Trustee may, subject to the Master Security Trust Deed, and must, if so instructed by an Extraordinary Resolution of the Voting Transaction Creditors, do by notice in writing to the Issuer (with a copy to the Trust Manager and the Sub- Trust Manager) any one or more of the following: waive the relevant Foreclosure Event or determine that it has been remedied; Driver Australia Master Trust Issuer Security Deed 6

10 (d) (e) (f) (g) declare the Security immediately enforceable; declare the Secured Obligations immediately due and payable; appoint a Receiver and, if a Receiver is to be appointed, the Security Trustee must seek a further Extraordinary Resolution of the Voting Transaction Creditors to determine the amount of the Receiver's remuneration; seize any Personal Property forming part of the Secured Property; sell and realise the Secured Property and otherwise enforce the Security; and take such other action that the Security Trustee is permitted to take under this Deed and the Master Security Trust Deed. 8.2 No individual enforcement A Transaction Creditor (other than the Security Trustee in accordance with the Master Security Trust Deed) may not separately exercise any right, power or remedy under a Transaction Document with respect to payment of the Secured Obligations. Without limiting the preceding sentence, a Transaction Creditor (other than the Security Trustee in accordance with the Master Security Trust Deed) may not, with respect to payment of the Secured Obligations: sue or obtain judgment against the Issuer; apply for or seek to wind up the Trust; or levy execution against any Asset. 9 Appointment of Receiver 9.1 Appointment and removal If a Foreclosure Event occurs and is subsisting, the Security Trustee may, subject to the Master Security Trust Deed and the provisions of applicable law: (iii) appoint in writing one or more persons to be a receiver or receiver and manager in respect of all or any part of the Secured Property; remove any Receiver appointed under clause ( Appointment and removal ) as to all or any part of the Secured Property; and appoint another person (or persons) as an additional or replacement Receiver (or Receivers) in respect of all or any part of the Secured Property. If a Receiver is appointed in respect of a part of the Secured Property, the powers and rights conferred on the Receiver under this Deed shall be limited to the part of the Secured Property as specified in the instrument of appointment. Driver Australia Master Trust Issuer Security Deed 7

11 9.2 Joint Receivers If more than one person is appointed as a Receiver of the Secured Property, the Security Trustee may, at its option, specify whether such appointment and the powers of each such person are to be joint or joint and several, and failing such specification, such appointment and the powers of each such person will be deemed to be joint and several. 9.3 Capacity Each Receiver shall be: entitled to act individually or together with any other person appointed or substituted as Receiver (except to the extent that the Security Trustee may specify to the contrary in the instrument of appointment); deemed for all purposes to be the agent of the Issuer and the Issuer shall be solely responsible for the Receiver's acts, defaults and liabilities and for the payment of its remuneration unless and until: the Security Trustee, by notice in writing to the Issuer and the Receiver, requires that the Receiver act as agent of the Security Trustee; or an order is made or a resolution is passed for the winding-up of the Issuer, except to the extent that approval is given under section 420C(1) of the Corporations Act; and (d) (e) entitled to remuneration for its services at a rate to be fixed by the Security Trustee (acting at the direction of an Extraordinary Resolution of the Voting Transaction Creditors) from time to time. If for any reason a Receiver ceases to be the agent of the Issuer, the Receiver immediately becomes the agent of the Security Trustee. While the Receiver is the agent of the Issuer, in exercising a right, remedy or power of the Security Trustee or otherwise conferred on the Receiver under this Deed, the Receiver has the authority of both the Issuer and the Security Trustee. 9.4 Powers of Receiver Subject to the Transaction Documents (including clause 9.11 ( Limitation of Trustee s liability ) of the Master Trust Deed), every Receiver of Secured Property has (subject to any restrictions contained in the instrument of appointment of the Receiver) the power to do all acts and things and exercise all rights, powers and remedies that the Issuer could do or exercise in relation to that Secured Property, including the power to: (iii) (take possession): enter, take possession and assume control of the Secured Property and collect and get in and give receipts for the Secured Property; (receive interest): receive interest and profits derived from the Secured Property; (carry on business): carry on any business of the Issuer forming part of the Secured Property, or relating to it; Driver Australia Master Trust Issuer Security Deed 8

12 (iv) (v) (vi) (vii) (viii) (ix) (employ and delegate): to employ any person as an employee, contractor, professional adviser, agent, broker or auctioneer, to discharge any such person, to rely upon the advice of any such person, and to delegate to any such person any power conferred on the Receiver under this Deed; (execute documents): execute and deliver documents on behalf of the Issuer under seal or under hand; (perform and enforce): carry out and enforce, or refrain from carrying out or enforcing, agreements entered into or held by the Issuer in relation to the Secured Property or entered into in exercise of the rights, powers or remedies conferred on the Receiver under this Deed; (maintain or improve): do anything to maintain, protect or improve the Secured Property; (proceedings): institute, conduct, defend, discontinue, settle, arrange or compromise any proceedings, including proceedings relating to insurance of the Secured Property; (borrow): (A) (B) (C) advance money for the account of the Issuer; or raise or borrow any money in its name or in the name of or on behalf of the Issuer; and secure money advanced under clause 9.4(ix)(A) ( Powers of Receiver ) or raised or borrowed under clause 9.4(ix)(B) ( Powers of Receiver ) by a Security Interest in any part of the Secured Property whether ranking in priority to, equally with or after the Security Interests created under this Deed or any other Security; (x) (sell): sell or agree to sell the Secured Property on terms that the Receiver thinks fit and: (A) (B) (C) (D) (E) (F) whether or not the Receiver has taken possession; by public auction, private treaty or by tender; for cash or on deferred purchase terms or a combination of those and whether or not deferred purchase terms provide for the charging of interest or the giving of security; in one lot or in parcels; whether or not other property is sold by the Receiver or another person; and whether with or without special provisions including provisions relating to title and payment of the purchase money; (xi) (transfer property): surrender or transfer the Secured Property to any Government Agency (whether or not for compensation); Driver Australia Master Trust Issuer Security Deed 9

13 (xii) (xiii) (xiv) (exchange property): exchange any part of the Secured Property for any other property, whether or not of equal value; (operate bank accounts): to operate any bank accounts forming part of the Secured Property and to open and operate further bank accounts; and (other acts): do or cause to be done any other act or thing which the Receiver considers necessary or incidental to the exercise of any other power conferred on the Receiver by this Deed, or for the protection of the interests of the Transaction Creditors. The powers conferred on a Receiver under clause ( Powers of Receiver ) is: in addition to any right, power or remedy conferred on the Receiver by law; and subject to any specific limitations placed on a Receiver by the terms of the appointment of that Receiver. 9.5 Not mortgagee in possession Neither the Security Trustee nor any Receiver shall be liable to account as mortgagee in possession in respect of all or any of the Secured Property and shall not be liable for any loss of any nature whatsoever in connection with them. 9.6 Exclusion of notice The Security Trustee and any Receiver appointed by the Security Trustee may, to the extent that an applicable law permits, exercise a right, power or remedy under this Deed without first giving any notice, or allowing the lapse of any period of time or fulfilling any other condition precedent. If an applicable law provides that a right, power or remedy under this Deed may only be exercised after a period of notice is given or a lapse of time occurs: if a period of notice or of time is fixed by that law, that period of notice must be given or lapse of that time must occur before exercise of that right, power or remedy; or if a period of notice or of time may be fixed by this Deed, one Business Day is fixed as the period during which: (A) (B) default must continue before a notice is given demanding repayment or satisfaction of the Secured Obligations; or a notice requiring payment or satisfaction of the Secured Obligations must remain unsatisfied, before exercise of that right, power or remedy. 9.7 Give up possession The Security Trustee may give up possession of the Secured Property or any part of it at any time and may discontinue a receivership. Driver Australia Master Trust Issuer Security Deed 10

14 10 Exercise of powers Subject to the Order of Priority, all moneys received by the Security Trustee or by any Receiver in the exercise of any powers conferred by this Deed shall be applied, after the discharge of: (iii) all costs, charges, expenses or other money incurred or payable by the Security Trustee in or in connection with the exercise or attempted or purported exercise of a right, power or remedy under a Transaction Document or the enforcement of this Deed; the remuneration and expenses of the Receiver; and all liabilities having priority to the Secured Obligations, in or towards satisfaction of the Secured Obligations and in such order as is in accordance with the terms of the Order of Priority. Notwithstanding any other provision of this Deed, neither the Security Trustee nor any Receiver shall have the right to exercise any power conferred by this Deed in a manner inconsistent with the Master Security Trust Deed or any other Transaction Document. 11 Preservation of rights 11.1 Further assurance The Issuer shall execute such further documents in favour, or for the benefit, of the Security Trustee and do all such acts and things as the Security Trustee shall from time to time reasonably require in order to more fully secure the rights, remedies and powers of the Security Trustee under this Deed or to enable the Security Trustee to exercise those rights, remedies and powers Power of attorney Subject to clause 9.11 ( Limitation of Trustee s liability ) of the Master Trust Deed, the Issuer irrevocably appoints the Security Trustee and any Receiver severally as its attorney to do any of the following after the occurrence of a Foreclosure Event that is subsisting: to execute and complete all such documents which the Security Trustee or such Receiver may require for perfecting the title of the Security Trustee to the Secured Property or for vesting the same in the Security Trustee, its nominee or any purchaser; to execute and complete any document referred to in clause 11.1 ( Further assurance ); and generally to execute and complete all documents and to do all acts and things which may be required for the full exercise of any of the powers conferred on the Security Trustee or a Receiver under this Deed or a Transaction Document or which may be deemed expedient by the Security Trustee or a Receiver in connection with any disposition, realisation or getting in by the Security Trustee or a Receiver of the Secured Property or any part thereof or in connection with any other exercise of any power under this Deed or a Transaction Document. Driver Australia Master Trust Issuer Security Deed 11

15 11.3 Continuing Security This Deed is a continuing security, notwithstanding any settlement of account or other matter whatsoever and shall remain in full force and effect until all the Secured Obligations have been paid or discharged in full Moratorium legislation To the extent permitted by law, a provision of a law is excluded if it does or may, directly or indirectly: lessen or vary in any other way the Issuer's obligations under this Deed; or delay, curtail or prevent or adversely affect in any other way the exercise by the Security Trustee or a Controller appointed by the Security Trustee of any of its rights, remedies or powers under this Deed Waivers No failure or delay on the part of the Security Trustee to exercise any power, right or remedy shall operate as a waiver thereof nor shall any single or any partial exercise or waiver of any power, right or remedy preclude its further exercise or the exercise of any other power, right or remedy Rights cumulative The rights, remedies and powers under this Deed of the Security Trustee, or a Controller appointed by the Security Trustee, are cumulative and do not exclude any other rights, remedies or powers No marshalling The Security Trustee is not required before it enforces the Security Interests created under this Deed or any other Security to: (iii) (iv) give notice of this Deed to any person; enforce payment of or appropriate any Secured Obligations or other money or assets which it at any time holds or is entitled to receive; marshal, enforce, realise or otherwise resort to any other Security; or commence proceedings or enforce any right against the Issuer or any other person, unless the Security Trustee thinks fit Reinstatement of rights If: any payment or other transaction made in satisfaction of or in connection with the Secured Obligations is void or voidable under any law; or any claim is made that any payment or other transaction made in satisfaction of or in connection with the Secured Obligations is Driver Australia Master Trust Issuer Security Deed 12

16 void or voidable under any law and the claim is upheld, conceded or compromised, the Security Trustee is immediately entitled to the same rights, powers and remedies against the Issuer and the Secured Property as it would have had if the relevant payment or transaction had never been made or taken place and, if required by the Security Trustee, the Issuer shall, at its own expense, sign all documents and do all acts necessary to restore the Security Trustee's Security Interests and rights under this Deed. 12 Personal Property Securities Act To the full extent permitted by law and in respect of this Deed and each Security Interest created under this Deed: Sections 125(1), 130, 132(3)(d), 132(4), 142 and 143 of the PPSA do not apply and are expressly contracted out of by the Issuer and the Security Trustee; and the Issuer unconditionally and irrevocably waives its rights to receive a notice required under a provision of the PPSA (except under section 135). The Issuer waives its right under section 157 of the PPSA to receive notice of a Verification Statement in respect of the registration of a Financing Statement or Financing Change Statement with respect to any Security Interest created under this Deed. 13 Assignment 13.1 Assignment by the Issuer The Issuer must not assign any of its rights or transfer any of its rights or obligations under this Deed or otherwise deal with this Deed or a right, remedy, power, duty or obligation under this Deed. 14 Governing law and jurisdiction 14.1 Governing law This Deed is governed by the laws of New South Wales Submission to jurisdiction Each party irrevocably and unconditionally: submits to the non-exclusive jurisdiction of the courts of New South Wales; and waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum. Driver Australia Master Trust Issuer Security Deed 13

17 15 General provisions 15.1 Certifications Any document or thing required to be certified by the Issuer must be certified by an Authorised Officer of the Issuer or in any other manner that the Security Trustee approves Amendment This Deed may be amended only by a document signed by all parties. The Trust Manager will notify the Rating Agencies of any amendment proposed to be made under clause ( Amendment ). EXECUTED as a deed Driver Australia Master Trust Issuer Security Deed 14

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