MASTER FLEET FACILITY AGREEMENT

Transcription

1 MASTER FLEET FACILITY AGREEMENT THIS BOOKLET CONTAINS: Loan Offer Standard Terms and Conditions Date: Customer name: Customer number:

2 TABLE OF CONTENTS Part 1 - Definitions and Interpretation Interpretation... 3 Part 2 - Finance Agreement Provisions Finance agreements Delivery Rent Use of the vehicle Registration Insurance Damage or loss Repudiation Expiry of finance agreement Mitigation of loss Part 3 - Service and Management Provisions Maintenance Tyres TFM to renew registration Fuel card Emergency Services Insurance Reporting E-Tag Relief vehicle Mini-lease Managed finance agreement Additional services General Customer s financial obligations for services Termination Part 4 - General Provisions Acquisition services Disposal services Additional parties Examination Customer's obligations Warranties Payments and taxes Indemnity and costs Notices TFM's rights Confidentiality Dealings, PPSA and variations Guarantee and indemnity Trust provisions Voluntary cessation Dispute resolution Governing law and jurisdiction Counterparts Schedules Schedule 1 - Delivery Receipt Schedule 2 - Related Corporation Nomination Schedule 3 - New Guarantor Deed Poll Schedule 4 - Access Agreement TFM Fleet Online Page 2 of 40

3 Master Fleet Facility Agreement Terms and Conditions PART 1 DEFINITIONS AND INTERPRETATION 1. INTERPRETATION 1.1 Definitions Actual Usage means, on the day when a Vehicle is returned under clauses 9.2(a) or 10.2(a) (and subject to clause 10.5), the number of kilometres shown on the odometer, less the number of kilometres (if any) specified as at the date of its Finance Agreement in its Finance Schedule, or the number of hours shown on the hourmeter for the Vehicle. Adjusted Contract Usage is calculated for a Finance Agreement on a day as follows: (a) first, divide the number of whole months which have elapsed under that Finance Agreement up to that day by the number of months in its Finance Period, and (b) second, multiply the resulting fraction by the Contract Usage. The result of that multiplication is the Adjusted Contract Usage. Agreement means the terms and conditions of the Master Fleet Facility Agreement between TFM, the Customer and the Guarantor as set out in the Details and this document. Attorney means any attorney appointed under this Agreement. Authorised Person means each person named as an Authorised Person in the Details (and any other person nominated by the Customer from time to time in accordance with clause 31.6(b)). Authorised Service Centre means any such dealer and service outlet as may be nominated by TFM from time to time. Budgeted Costs means, for a Vehicle and a Finance Agreement, those Service charges described in clause 25.1(b). Business Day means any day on which TFM is open for business in the State. Casualty Amount means, for a Vehicle which has suffered an event described in clauses 8.2(a), (b) or (c), the Termination Amount. Commencement Date means: (a) for a Finance Agreement and a Vehicle, the earlier of the date on which that Vehicle is first registered with the relevant State transport authority and the date on which TFM funds the purchase of that Vehicle; and (b) for a Service Agreement for the provision of Service in connection with a Managed Finance Agreement or to a Customer separately, the date of the Finance Schedule for that Service Agreement. Contract Usage means, for a Finance Agreement, the number of kilometres or hours specified in its Finance Schedule. Page 3 of 40 Customer means: (a) each party named in the Details as the Customer; and (b) any corporation or affiliated entity of the party named in the Details as the Customer which has become a party to this Agreement by executing a Related Corporation Nomination Form. Daily Rent means, for a day and a Finance Agreement, the amount determined by dividing the Rent under that Finance Agreement by the number of days in the rental period for that Finance Agreement (as set out in its Finance Schedule). Delivery Receipt means a completed form substantially in accordance with Schedule 1. Details means the document entitled "Master Fleet Facility Agreement - Agreement Details" between TFM, the Customer and the Guarantor which includes details of the parties to this Agreement and any variations to this Agreement. Excess Charge means, for a Finance Agreement, the amount for each kilometre or hour specified in its Finance Schedule. Fair Wear and Tear means such deterioration in the repair, working order and appearance of a Vehicle as is reasonably consistent with the Customer's obligations to use and maintain the Vehicle in accordance with its Finance Agreement. It does not include any deterioration which TFM, acting reasonably and, where applicable, in accordance with the provisions for Fair Wear and Tear set out in the Fair Wear and Tear Guide, considers is not consistent with the Customer's obligations to use and maintain the Vehicle in accordance with its Finance Agreement. Fair Wear and Tear Guide means the guidelines issued by TFM which outline what TFM considers acceptable Fair Wear and Tear for a vehicle and is available on TFM Customer Portal. Finance Agreement means: (a) a Finance Lease; (b) an Operating Lease; (c) a Term Purchase; or (d) a Service Agreement. Finance Lease means a lease of a Vehicle arising from TFM's acceptance of an offer made under this Agreement to enter into a Finance Lease. Finance Period means, for a Vehicle, the period commencing on its Commencement Date and ending on the last day of the contract term specified in its Finance Schedule. Finance Schedule means, for a Finance Agreement, the quote prepared by TFM which sets out the details for that Finance Agreement and which becomes that Finance Schedule in accordance with clause 2.3.

4 Financier means a bank or other financial institution (named as Financier in a Finance Schedule) which has entered into a Managed Finance Agreement with the Customer. Fixed Costs means those Service charges described in clause 28.1(a). Guaranteed Money means all moneys and damages that are owing (actually or contingently) by the Customer to TFM under each Transaction Document now or in the future, or cease to be owing under any Insolvency law for any reason. Guarantor means each party named in the Details as the Guarantor and each person who executes a New Guarantor Deed Poll. Insolvency or Insolvent includes receivership, compromise, arrangement, amalgamation, scheme, administration, reconstruction, winding up, dissolution, assignment for the benefit of creditors, arrangement or compromise with creditors, actual or threatened cessation or suspension of business or payments or disposal of assets, bankruptcy or death. Loss means any cost, expense, payment, charge, loss, damage, liability, claim, action, proceeding, penalty, fine, judgment, order or other action. It includes legal costs on a full indemnity basis. It also includes any amount incurred because of the liquidation or re-employment of deposits or other funds acquired or contracted for by TFM to fund or maintain any Transaction Document or any amount (including loss of margin) and because of the reversing or termination of any agreement or arrangement entered into by TFM to hedge, fix or limit its effective cost of funding or maintaining any Transaction Document or amount. Managed Finance Agreement means a lease or hire purchase agreement between a Financier and the Customer as described in the Finance Schedule. Market Value means, for a Vehicle on a day, the amount which TFM estimates would be the net proceeds of sale by TFM for that Vehicle, after deducting all applicable costs and Taxes incurred or which would be incurred by TFM in connection with obtaining that estimate and the notional sale. New Guarantor Deed Poll means a completed deed substantially in accordance with Schedule 3. Notified Usage means, for a Vehicle, the number of kilometres or hours notified by the Customer to TFM under clause 9.2. Operating Lease means a lease of a Vehicle arising from TFM's acceptance of an offer made under this Agreement to enter into an Operating Lease. Payment Date means, for a Finance Agreement, each date specified in its Finance Schedule. PPSA means the Personal Property Securities Act 2009 (Cth). Quote means any document of the kind described in clauses 2.1 and 2.2. Recharge Costs means, for a Vehicle and a Finance Agreement, those Service charges described in clause 25.1(c). Page 4 of 40 Related Corporation Nomination Form means a completed form substantially in accordance with Schedule 2. Rent means, for a Vehicle and a Finance Agreement, the periodic amount specified in its Finance Schedule. Residual Value means, for a Vehicle and a Finance Lease, the amount specified in its Finance Schedule. Security Interest includes any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind. It also includes: (a) anything which gives a creditor priority to other creditors with respect to any asset; and (b) retention of title other than in the ordinary course of day-to-day trading and a deposit of money by way of security. (c) any security interest within the meaning of section 12 of the PPSA. Service means a service provided, or to be provided, either in connection with a Finance Lease, a Term Purchase, an Operating Lease or a Managed Finance Agreement or to a Customer separately, in each case as specified by the Customer in a Finance Schedule.. Service Agreement means the provision of Services either in connection with a Finance Lease, a Term Purchase, an Operating Lease or a Managed Finance Agreement or to a Customer separately, in each case arising from TFM's acceptance of an offer made under this Agreement to enter into a Service Agreement. Service Records means, for a Vehicle, all technical data, manufacturer's handbook, manuals, log books, insurance documents and other records (whether kept or to be kept in accordance with the requirements of any governmental agency or otherwise) relating to that Vehicle or any part of it. Service Reimbursement Amount means the amount necessary to reimburse TFM for the actual costs which it has incurred in providing Services for a Vehicle under a Finance Agreement up to the time when its Finance Agreement expires or terminates and which TFM certifies has not been recouped by it from payments which it has received under clauses 27.2(a) and State means, for a Vehicle, the State or Territory where the Vehicle is registered or, where a Vehicle is not registrable, the state or territory where the Vehicle is predominantly used. Tax means any tax (including any tax in the nature of a goods and services tax), rate, levy, impost or duty (other than a tax on the net income of TFM) and any interest, penalty, fine or expense relating to any of them. Termination Amount means, for a Vehicle and a Finance Agreement on a day, the aggregate of: (a) for a Finance Agreement which is an Operating Lease, a Finance Lease or a Term Purchase, the amount calculated for the Vehicle by TFM which, on that day, equals the sum of the principal and interest component of each instalment of Rent that TFM determines relates to that Vehicle and is due for payment under its Finance Agreement after that day; and

5 (b) for a Finance Agreement which is an Operating Lease, the Market Value of that Vehicle as it would have been at the expiry of that Operating Lease had the Customer not repudiated that Operating Lease; and (c) for a Finance Agreement which is a Finance Lease, the Residual Value of that Vehicle, in each case, discounted to a present value on that day by applying a discount rate equal to 75% of the implicit interest rate used by TFM to calculate the principal and interest component of each instalment of Rent for that Vehicle payable under that Finance Agreement. Term Purchase means a hire of a Vehicle arising from TFM's acceptance of an offer made under this Agreement to enter into a Term Purchase. TFM means Toyota Fleet Management, a division of Toyota Finance Australia Limited ABN TFM Fleet Online means, for a Customer which selects TFM Fleet Online in the Details, the online fleet portal operated by TFM and provided to the Customer in accordance with the document entitled "Access Agreement - TFM Fleet Online" between TFM and the Customer, a copy of which is set out in Schedule 4. Transaction Document means: (a) this Agreement; (b) a Finance Agreement; (c) a Finance Schedule; (d) a Delivery Receipt; (e) a Related Corporation Nomination Form; (f) a New Guarantor Deed Poll; (g) for a Customer who selects TFM Fleet Online in the Details, the Access Agreement - TFM Fleet Online; (h) a document including a Security Interest which secures any obligations of a Transaction Party under this Agreement; or a document or agreement entered into for the purpose of amending or novating any of the above or which TFM and the Customer agree is a Transaction Document. Transaction Party means any Customer or any Guarantor. Trust means every instrument (whether made before or after the date of this Agreement) under which a Transaction Party is a trustee (whether alone or with any other person, and whether TFM has, or does not have, notice of the Trust). Vehicle means, in relation to any Finance Agreement, each motor vehicle or other good as described in its Finance Schedule and/or specifically identified in the Delivery Receipt, including any permitted parts and accessories fitted to the Vehicle and other attached items, Service Records and any replacement, substitute or relief vehicle or good acquired with the proceeds of any insurance, Page 5 of 40 indemnity, compensation or other arrangement. To the extent of any inconsistency between the Finance Schedule and the Delivery Receipt, the Delivery Receipt prevails. 1.2 General Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise. (a) The singular includes the plural and the converse. (b) A gender includes all genders. (c) Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. (d) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them. (e) A reference to a clause, annexure or schedule is a reference to a clause of, or annexure or schedule to, this Agreement. (f) A reference to a party to a Transaction Document or another agreement or document includes the party's successors and permitted substitutes or assigns. (g) A reference to legislation or to a provision of legislation includes a modification or reenactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it. (h) A reference to writing includes communications using TFM Fleet Online, electronic mail, facsimile transmission and any means of reproducing words in a tangible and permanently visible form. (j) A reference to conduct includes an omission, statement or undertaking, whether or not in writing. The meaning of terms is not limited by specific examples introduced by "including" or "for example" or similar expressions. (k) All references to time are to time in the State. (l) A reference to a right or obligation of any two or more Customers or Guarantors confers that right, or imposes that obligation, as the case may be, jointly and severally. (m)if there are two or more Customers or Guarantors, a reference to: (ii) "the Customer" means "each Customer" or, where the context requires, "any Customer" or "either Customer" (as appropriate); "the Guarantor" means "each Guarantor" or, where the context requires, "any Guarantor" or "either Guarantor" (as appropriate). (n) A reference to "dollars" or "$" is to Australian currency. (o) All obligations are taken to be required to be performed duly and punctually.

6 1.3 Document or agreement A reference to: (a) an agreement includes a Security Interest, guarantee, indemnity or other third party assurance, undertaking, deed, agreement or legally enforceable arrangement whether or not in writing; and (b) a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document. A reference to a specific agreement or document (including an annexure or a Schedule to this Agreement) includes it as amended, varied, novated, supplemented or replaced from time to time, except to the extent prohibited by a Transaction Document. 1.4 Accounting terms Accounting terms, at any time, are to be interpreted according to accounting principles and practices applying by law or otherwise generally accepted in Australia at that time, consistently applied. 1.5 Quote and Finance Schedule A Quote and a Finance Schedule may each be in original or electronic form. They may also be prepared on the same document. Page 6 of 40

7 PART 2 FINANCE AGREEMENT PROVISIONS 2. FINANCE AGREEMENTS 2.1 Quote If the Customer wants to enter into a Finance Agreement with TFM, the Customer may request TFM to provide a Quote for the proposed Finance Agreement. TFM may then prepare a Quote setting out (as applicable): (a) the nature of the proposed Finance Agreement; (b) particulars of the proposed Vehicle; (c) the proposed Services that are to apply; (d) the variable terms for the proposed Service Agreement; and (e) such other matters as may be appropriate to regulate the Finance Agreement. 2.2 Variation of Quote A Quote does not constitute an offer by TFM to the Customer at any time before TFM accepts an offer under clause 2.3. TFM may vary or revoke a Quote. 2.3 Making a new Finance Agreement (a) If the Customer wants to enter into a Finance Agreement with TFM, the Customer must give TFM a Finance Schedule signed by an Authorised Person. TFM consents to the Customer signing by an Authorised Person marking an electronic duplicate of the Finance Schedule. (b) The Customer must specify in the Finance Schedule, for each Vehicle specified in that Finance Schedule, the type of Finance Agreement which the Customer wants to enter into with TFM. (c) The delivery of a signed Finance Schedule will constitute an irrevocable offer by the Customer to enter into the Finance Agreement specified in that Finance Schedule with TFM. TFM may accept or decline that offer in its absolute discretion without giving any reason and may make any acceptance dependent on the Customer satisfying stated conditions. (d) TFM accepts an offer under clause 2.3(a) by: (ii) in the case of a Finance Lease, Term Purchase, Operating Lease or a Service Agreement for a Vehicle, ordering the Vehicle. That acceptance is effective without a notice to the Customer; in the case of a Service Agreement for the provision of Services in connection with a Managed Finance Agreement or to a Customer separately, providing a Service. (e) A Finance Agreement comprises this Agreement and each related Transaction Document. 2.4 Term A Finance Agreement begins on the Commencement Date and ends on the last day of the Finance Period. 3. DELIVERY (a) The Customer must obtain delivery of the Vehicle from the dealer identified in the Finance Schedule or such other place specified by TFM, within 5 Business Days of the Commencement Date and must promptly provide TFM with a Delivery Receipt. (b) The Customer authorises a person which it nominates in a Finance Schedule as a driver to sign the Delivery Receipt for the Vehicle on behalf of the Customer. (c) If the Customer fails to take delivery of the Vehicle in accordance with clause 3(a), TFM may treat that failure as the Customer's repudiation of the Finance Agreement for that Vehicle and immediately terminate that Finance Agreement by notice to the Customer. If this happens, the Customer must pay TFM as liquidated damages for loss of bargain an amount equal to TFM s loss of profit on the transaction constituted by that Finance Agreement plus any Loss incurred by TFM in connection with that termination. (d) TFM is not liable for any failure or delay by the Customer in obtaining delivery of the Vehicle unless such failure or delay is caused by TFM s wilful and unreasonable refusal to permit the Vehicle to be delivered or to pay the supplier for the Vehicle. 4. RENT 4.1 Rent The Customer must pay the Rent to TFM on each Payment Date. 4.2 Contract Usage TFM calculates the Rent for a Finance Lease or Operating Lease on the basis that the Vehicle will travel no more than the Contract Usage. At any time during the Finance Period, TFM may review the number of kilometres travelled and/or hours used by a Vehicle. If the number of kilometres travelled and/or hours used at that time is greater than the Adjusted Contract Usage at that time, TFM may: (a) revise the Contract Usage and the revised Contract Usage will apply for the balance of the Finance Period; and (b) recalculate the Rent to reflect the revised allowance and the revised Rent will apply for the balance of the Finance Period. 5. USE OF THE VEHICLE 5.1 Property of TFM (a) The Vehicle will always be the property of TFM. The Customer only has a right to use it. (b) The Customer must take all steps which TFM asks it to take to protect the interest of TFM in the Vehicle. When ownership of the Vehicle is relevant the Customer must make clear to other people that TFM owns the Vehicle. Page 7 of 40

8 5.2 Particular action required to protect title Without limiting clause 5.1, the Customer must: (a) not install anything on or in the Vehicle (including a part or accessory) which is inconsistent with the rights of TFM in the Vehicle; (b) immediately inform TFM of any seizure or attempted seizure of a Vehicle; and (c) not do or allow anything likely to jeopardise the rights of TFM in a Vehicle. 5.3 Quiet Enjoyment TFM may not interfere with the Customer s possession or use of a Vehicle unless a Transaction Document allows it. If TFM consents, the Customer must ensure that only an Authorised Service Centre makes any such alteration, addition or installation. Everything added to or installed on, or in, the Vehicle will be part of the Vehicle and TFM s property. This includes all parts and accessories. The Customer must immediately report to TFM any damage or defect in the odometer or hourmeter and promptly arrange for it to be rectified. 5.9 Corporate advertising The Customer may apply to or attach on the Vehicle any corporate advertising signs, lettering, logos and/or insignias. The Customer must remove them without damage to the Vehicle at the end of the Finance Period. 5.4 Location of the Vehicle The Customer must keep the Vehicle: (a) under its control and not permanently part with possession; and (b) secure against theft or damage while it is not in use. The Customer must not permanently remove the Vehicle from the State without notifying TFM in advance. 5.5 Compliance with laws 5.6 Use The Customer must comply with all laws including registration and licensing requirements relating to the Vehicle or its use. The Customer must make sure that the Vehicle is used: (a) for the purpose for which it is designed and in accordance with the manufacturer s instructions and recommendations; and (b) safely and without risk to the health or property of any person. 5.7 Maintenance Subject to clauses 12.1, 12.2 or 12.3 the Customer must keep the Vehicle in good repair and working order (Fair Wear and Tear excepted), and deliver the Vehicle to an Authorised Service Centre for periodic inspection, maintenance and repairs at the times specified, and in accordance with, the manufacturer's service booklet. 5.8 Alterations The Customer must not, without TFM s consent: (a) make any alteration or addition to, or interfere with, the Vehicle; (b) without limiting clause 5.8(a), interfere in any way with or disconnect the Vehicle s odometer or hourmeter; or (c) install anything on or in the Vehicle (including a part or accessory). Page 8 of REGISTRATION 6.1 Customer to register Vehicle Where a Vehicle is registrable, the Customer must, during the Finance Period (and subject to clause 14.1): (a) arrange for an inspection of the Vehicle where such inspection is required by the transport authority in the State; and (b) register the Vehicle in the Customer's name or such other name requested by TFM and with an office of the Customer as the registered address; and (c) take out compulsory third party insurance for the Vehicle. 6.2 Customer not to change details (a) The Customer must not, without TFM's consent, change the registration number of the Vehicle. (b) If TFM gives its consent under clause 6.2(a), the Customer must inform TFM promptly upon a change in the registration number of the Vehicle. 7. INSURANCE 7.1 Policies to be taken out The Customer must take out the following insurances: (a) subject to clause 17(a), loss, theft or destruction of, or damage to, the Vehicle for its full replacement value; (b) public liability for personal injury, death, property damage, economic loss and other damage arising in connection with the Vehicle or its use for an amount not less than $10,000,000 or any higher amount which TFM reasonably requires; and (c) all other risks which TFM reasonably requires or which must be covered by law. 7.2 Authority The Customer irrevocably authorises TFM:

9 (a) to receive all money payable in relation to the insurance policy referred to in clause 7.1(a) or payable by any other person in respect of an insurable event under that clause. For this purpose (in addition to clause 36.8) the Customer appoints TFM as its attorney to make, recover and/or compromise in its name any claim under that insurance or against any person; and (b) to appropriate any of that money at TFM's option towards repair and/or restoration of the Vehicle or towards any money payable by the Customer under the Finance Agreement for that Vehicle. 7.3 Insurance provisions The Customer must: (a) take out each insurance with a reputable insurance company; (b) pay on time all premiums, calls, contributions or other sums of money necessary to maintain all such insurances; (c) have TFM's interest noted on each insurance policy; (d) give TFM any information it requests about any insurance, including evidence of the policy, certificate of currency, proof of payment of the premium and details of any related insurance. The Customer must not: (e) do or fail to do anything which might allow an insurer to refuse any claim under any insurance; (f) vary any insurance without TFM's consent; or (g) enforce, conduct, settle or compromise any claim without TFM's consent. 7.4 Failure to take out insurance If the Customer does not take out any insurance as required by a Transaction Document, TFM may take out that insurance itself. The Customer must pay the premiums associated with that insurance to TFM on demand. 8. DAMAGE OR LOSS 8.1 Customer must restore damaged Vehicle If the Vehicle is damaged (but not to the extent that an insurer or TFM decides that its repair is impractical or uneconomic), the Customer must restore it as far as possible to the same condition that it was in before the damage occurred. The Customer must apply any money received from an insurer or any other person in connection with the damage to its obligation to restore the Vehicle. 8.2 Total loss of Vehicle The Customer must immediately notify TFM if the Vehicle is: (a) lost; (b) stolen; or (c) destroyed or damaged to such an extent that an insurer or TFM decides that its repair is impractical or uneconomic. Page 9 of Customer's obligations following a total loss of Vehicle If an event described in clauses 8.2(a), (b) or (c) occurs the Customer must: (a) lodge the necessary insurance forms with its insurer for its claim as soon as possible after the event and, upon request, provide TFM with a copy of those forms within five Business Days of lodgement; and (b) on the next Payment Date, pay to TFM: the Casualty Amount for the affected Vehicle less any amount which TFM has received (before that Payment Date) from an insurer or any other person as a result of the event; and (ii) the Service Reimbursement Amount and any other amount which it still owes under the Finance Agreement for the affected Vehicle, including any amount which it owes under clauses 28 and 34. The Customer must account immediately to TFM for any insurance proceeds which (despite clause 7.2) it receives. 8.4 Consequential arrangements The Finance Agreement for the affected Vehicle terminates on the day on which the Customer complies with clause 8.3. TFM will refund to the Customer any amount which it receives from an insurer or other person as a result of the event described in clauses 8.2(a), (b) or (c), after the Customer has made its payment under clause 8.3, and up to the amount which the Customer paid under clause 8.3(b). TFM's obligation to provide Services in relation to the affected Vehicle ceases when an event described in clauses 8.2(a), (b) or (c) occurs. TFM will also then notify the Customer of the revised Rent and Service charges (and related Taxes) which are payable on the Vehicles not affected. 8.5 Insurance proceeds not received Where TFM does not receive insurance proceeds within twenty Business Days of the event described in clauses 8.2(a), (b) or (c) occurring, the Customer must pay the Casualty Amount to TFM on demand. 8.6 Risks The Customer assumes all risks and liabilities for the Vehicle and its use, maintenance, repair and storage. 9. REPUDIATION 9.1 Fundamental obligations (a) In addition to clause 3(c) these are the fundamental obligations of a Finance Agreement: The Customer must pay each amount which it owes under the Finance Agreement on time (or where no due date for payment is specified, within 7 days of notice from TFM requiring payment) and as required by the Finance Agreement.

10 (ii) The Customer must comply with its obligations under clauses 5, 6, 7, 26, 31.1 and (iii) A Transaction Party must not become Insolvent. (iv) Except where the Customer is a listed public company, there must not be a sale, transfer or other disposition of any of the shares in the capital of the Customer which has the effect of altering the effective control of the Customer without TFM's prior consent. (v) The Customer's financial position must not, in the reasonable opinion of TFM, become unsatisfactory. (vi) The Customer's ability to maintain its obligations under each Transaction Document must not, in the reasonable opinion of TFM, become jeopardised or threatened. (vii) The Customer must not cause or permit any event or circumstance to arise which would entitle TFM to terminate any other agreement or arrangement which it has entered into the Customer. (b) If a fundamental obligation of a Finance Agreement is not complied with and, if the noncompliance can be remedied, it is not remedied within 10 Business Days of notice from TFM requiring its remedy, then on the expiry of that 10 Business Day period the Customer will be taken to have repudiated that Finance Agreement and each other Transaction Document. Despite anything else which the Customer and TFM may have agreed, the Customer will also be taken to have repudiated every other agreement between the Customer and TFM relating to the lease, hire, finance or maintenance of vehicles or provision of services in connection with vehicles. TFM may then accept any of those repudiations by giving the Customer a notice terminating any relevant agreement. (c) TFM s obligation to provide Services for each applicable Vehicle ceases when it gives the Customer a notice of termination. (c) if applicable, pay to TFM the amount which it certifies is necessary to restore the Vehicle to good repair and working order (Fair Wear and Tear excepted); (d) if applicable, pay to TFM the Excess Charge for each kilometre or hour by which the Actual Usage exceeds the Notified Usage; (e) for a Term Purchase or a Finance Lease, pay to TFM, as liquidated damages for loss of bargain, the Termination Amount; (f) for an Operating Lease, pay to TFM, as liquidated damages for loss of bargain, any deficiency that arises should the Market Value of the Vehicle as at the date of that notice be less than the Termination Amount; and (g) pay to TFM the Service Reimbursement Amount and any other amount which it still owes under the Finance Agreement for that Vehicle, including any amount which it owes under clauses 28 and 34. If the notice which TFM gives the Customer also applies to an agreement other than a Transaction Document, the Customer must also do whatever it is required to do under that agreement, or which TFM is entitled to require it to do, as a consequence of the Customer's repudiation of it. 9.3 Reinstatement After it accepts the Customer s repudiation of a Finance Agreement and each other Transaction Document, TFM may, in its absolute discretion, still permit the Customer to reinstate that Finance Agreement and each other Transaction Document. If TFM permits the Customer to reinstate a Finance Agreement or a Transaction Document the Customer would have to immediately: (a) pay each overdue amount due under that Finance Agreement or Transaction Document (calculated as if the Customer had not repudiated that Finance Agreement or Transaction Document); and (b) remedy any other fundamental obligation which it has not complied with. TFM may impose other conditions. 9.2 Obligations following repudiation If TFM gives the Customer a notice under clause 9.1(b) the Customer must immediately, for each applicable Vehicle, notify TFM of the number of kilometres shown on the odometer or the number of hours shown on the hourmeter for the Vehicle as at the date of that notice and do all of the following things: (a) return the Vehicle in good repair and working order (Fair Wear and Tear excepted) to the place that TFM nominates; (b) sign and hand over with the Vehicle all certificates and documents necessary to transfer the registration or licence of the Vehicle to the person that TFM nominates; Page 10 of EXPIRY OF FINANCE AGREEMENT 10.1 Expiry of Finance Agreement TFM will contact the Customer before the expiry of a Finance Agreement (except a Finance Agreement which is a Term Purchase) and obtain information about whether the Customer wishes, on expiry of that Finance Agreement, to: (a) return the Vehicle; (b) re-finance the Vehicle by entering into a new Finance Agreement or another agreement for that Vehicle for a further term; or (c) enter into another agreement for the Vehicle.

11 10.2 Customer's obligations on expiry On the last day of a Finance Period for a Finance Lease or an Operating Lease the Customer must: (a) return the Vehicle in good repair and working order (Fair Wear and Tear excepted) to the place that TFM nominates; and (b) sign and hand over with the Vehicle all certificates and documents necessary to transfer the registration or licence of the Vehicle to the person that TFM nominates. Upon notification by TFM, the Customer must then pay the following amounts to TFM: (c) if applicable, the amount which TFM certifies is necessary to restore the Vehicle to good repair and working order (Fair Wear and Tear excepted); (d) the Excess Charge for each kilometre or hour by which the Actual Usage exceeds the Contract Usage; and (e) any other amount which it still owes under that Finance Agreement, including any amount which it owes under clauses 28 and Holding over If the Customer does not return the Vehicle on the last day of a Finance Period for a Finance Lease or an Operating Lease: (a) TFM may, in its absolute discretion, extend the Finance Period on a daily basis; and (b) the Customer must pay rent to TFM, on demand, for each day until the Customer returns the Vehicle to TFM, in an amount for each day equal to the Daily Rent. TFM may, at any time in its absolute discretion, demand that the Vehicle be immediately returned to it Term Purchase If the Customer has complied with all its obligations under a Term Purchase on its last Payment Date, the Customer will be taken to have purchased that Vehicle by paying the following amounts to TFM when notified by TFM: (a) the Excess Charge for each kilometre or hour by which the Actual Usage exceeds the Contract Usage; and (b) any other amount which it still owes under that Term Purchase. TFM will transfer ownership of the Vehicle to the Customer when it receives those amounts. (b) If at any time the hourmeter fails to function then TFM will calculate the Actual Usage on the basis of the daily average of hours travelled by the Vehicle in respect of the period between the two services of the Vehicle immediately preceding the day on which TFM gives the Customer a notice under clause 9.1(b) or the last day of the Finance Period. 11. MITIGATION OF LOSS 11.1 Disposal/Market Value (a) As soon as practicable after the Customer complies with its obligations under clause 9.2 for a Vehicle under a Finance Lease or Term Purchase or the Customer returns a Vehicle under a Finance Lease to TFM under clause 10.2(a), TFM must either: (ii) offer the Vehicle for sale at a public auction; or attempt to re-lease or re-hire the Vehicle. (b) If it is impossible or impracticable for TFM to sell, re-lease or re-hire a Vehicle within 60 days after its return to TFM, TFM will determine the Market Value of the Vehicle as at the day it was returned to TFM Reimbursement to Customer Where, for a Vehicle under a Term Purchase or Finance Lease, the Customer has complied with its obligations under clause 9.2, TFM will reimburse to the Customer the net amount which it receives under clause 11.1(a) (after deducting all applicable costs and Taxes incurred by TFM in connection with its need to sell, re-lease or re-hire the Vehicle) or an amount equal to the determined Market Value under clause 11.1(b) up to its Termination Amount TFM s position TFM is not liable in negligence or otherwise for any failure or delay in mitigating its loss including in selling, re-leasing, re-hiring, determining the Market Value or recovering possession of a Vehicle or because it does not obtain the best available amount by doing one of these things Actual Usage (a) If at any time the odometer fails to function then TFM will calculate the Actual Usage on the basis of the daily average of kilometres travelled by the Vehicle in respect of the period between the two services of the Vehicle immediately preceding the day on which TFM gives the Customer a notice under clause 9.1(b) or the last day of the Finance Period. Page 11 of 40

12 THIS PAGE INTENTIONALLY LEFT BLANK Page 12 of 40

13 PART 3 SERVICE AND MAINTENANCE PROVISIONS 12. MAINTENANCE 12.1 Routine maintenance (only scheduled maintenance) Where the Customer selects routine maintenance as a Service for a Vehicle in a Finance Schedule, subject to clauses 12.3 and 12.4, TFM will pay for all normal preventative maintenance services (in accordance with the manufacturer's handbook) by an Authorised Service Centre required to be carried out during the Finance Period. However, TFM will not pay for: (a) the repair of damage caused by continuing to drive a Vehicle after a fault has occurred which the driver should have been aware of; (b) ordinary wear and tear which does not affect the safety or use of the Vehicle; (c) the repair of damage caused by contaminated fuel or fuel which is not specified in the manufacturer's handbook as appropriate for the Vehicle; (d) the maintenance or repair of non-factory fitted parts or accessories (including any electrical, computer, entertainment, navigation or communication system in the Vehicle, truck bodies, refrigeration units, Power Take Off Units, cranes etc.) and repairs other than as specified in the manufacturer's handbook; (e) the replacement of batteries; (f) the maintenance or repair of such other items as TFM and the Customer may agree should be excluded; and (g) in the case of a Vehicle which is the subject of a Managed Finance Agreement, accidental damage to or a defect or fault in the Vehicle, present before the commencement of the Service Agreement for that Managed Finance Agreement Full maintenance Where the Customer selects full maintenance as a Service for a Vehicle in a Finance Schedule, subject to clauses 12.3 and 12.4, TFM will pay for all normal preventative maintenance services (in accordance with the manufacturer's handbook) by an Authorised Service Centre required to be carried out during the Finance Period together with corrective repairs, maintenance and service (including major breakdown repair) of the Vehicle necessary to maintain, so far as practicable, the Vehicle in good repair and working order (Fair Wear and Tear excepted), including repairs, maintenance and service to: (a) motor; (b) transmission; (c) drive line; (d) braking system including reline and overhaul of components; (e) cooling system including hoses, radiators, belts and vents; Page 13 of 40 (f) any factory or, when the Vehicle is delivered, dealer fitted electrical, computer, entertainment, navigation or communication system including wires, fuses, globes, switches and batteries; (g) exhaust system; (h) oil and water leaks, including gaskets, welsh plugs and fans; (j) air-conditioning and heater components including re-gas; suspension components; and (k) fuel systems Abuse of Vehicle TFM is not obliged or required to pay for any costs incurred in relation to any inspection, maintenance or repair carried out on a Vehicle: (a) which in the reasonable opinion of TFM or the Authorised Service Centre, is caused by the misuse, abuse or neglect of the Vehicle or driving in a manner or in conditions not considered by TFM to be normal; (b) which is not carried out by an Authorised Service Centre; (c) which arises because the Customer does not have the Vehicle inspected, maintained or repaired at the times recommended in the manufacturer's handbook; or (d) where the Vehicle has travelled in excess of the Adjusted Contract Usage at the time the inspection, maintenance or repair is carried out. The Customer must reimburse TFM on demand for the proportion of any payment made by TFM for inspection, maintenance or repairs which, in TFM's opinion, was made (except for Fair Wear and Tear) because of a circumstance described in clauses 12.3(a), (b), (c) or (d) Maintenance not covered The obligations of TFM under clauses 12.1 or 12.2 do not include or extend to, and the Customer is responsible for: (a) any damage caused by accident, fire, storm, tempest, theft, malicious destruction or damage and such other insurable risks as TFM may reasonably stipulate; (b) any defects, damage or want of repair covered by a third party warranty or resulting from or occurring during any breach by the Customer of its obligations; (c) (except as set out in clause 13) tyre replacement; (d) (except as set out in clause 15) all fuel charges; (e) the regular wash and polish of the Vehicle; (f) arranging for the transportation or towing of the Vehicle when it has become unfit for use to an Authorised Service Centre. This clause 12.4(f) does not affect the Customer's entitlement to roadside assistance in accordance with clauses 16.1 or 16.3;

14 (g) the maintenance or repair of non-factory or non-dealer fitted parts or accessories (including any cranes, hoists or any other ancillary items) for a Finance Agreement for a Vehicle specified in its Finance Schedule as Fully Maintained Cab Chassis Only. The Customer acknowledges that it is an offence to, and must not, supply incorrect or misleading information to the traffic authorities. 15. FUEL CARD 13. TYRES Where the Customer selects replacement tyres as a Service for a Vehicle in a Finance Schedule, TFM will during the Finance Period pay for replacement tyres and tubes (in the same specification and quality as originally fitted to the Vehicle unless the same specification and quality is no longer available in which case the replacement tyre or tube will be of a comparable specification and quality) for that Vehicle (up to the number specified in the Finance Schedule for that Vehicle) which have been determined by the Authorised Service Centre to be reasonably necessary. 14. TFM TO RENEW REGISTRATION 14.1 TFM to register Vehicle Where the Customer selects registration renewals and CTP insurance renewals as a Service for a Vehicle in a Finance Schedule TFM will, during the Finance Period, renew the Vehicle s registration (in the Customer's name or such other name requested by TFM and with the office of TFM which it specifies as the registered address) and renew the compulsory third party insurance for the Vehicle up to, in each case, the number of renewals specified in the Finance Schedule. The Customer must take any steps in connection with registration or compulsory third party insurance as TFM requests, including arranging for an inspection of the Vehicle as may be required by the transport authority in the State Notices TFM will send to the Customer any notices sent to its office as soon as practicable after receipt. TFM is not liable for any Loss caused by TFM's delay in forwarding a notice to the Customer, except where such Loss is caused by a wilful act or omission or negligence of TFM Authority to open mail The Customer authorises TFM to open all mail which TFM may receive in the name of the Customer (or such other name requested by TFM) by virtue of TFM's office appearing as the registered address including mail relating to registration, compulsory third party insurance and infringement notices Infringement notice management Subject to the Customer selecting registration renewals and CTP insurance renewals as a Service for a Vehicle in a Finance Schedule, TFM will during the Finance Period forward parking, speeding and red light camera fines to the Customer for identification of the driver. If the driver does not pay the fine and a judgment for the fine is received by TFM, then TFM will pay the fine to ensure that the Customer's Vehicle is not deregistered and charge the fine back to the Customer. Page 14 of Fuel card Where the Customer selects a fuel card as a Service for a Vehicle in a Finance Schedule the following provisions apply during the Finance Period: (a) TFM will give the Customer a fuel card for the Vehicle. (b) As between the Customer and TFM, the fuel card is TFM's property. The Customer must return any mutilated or disused fuel card to TFM. The Customer must also tell TFM as soon as it becomes aware of the loss, theft or any possible unauthorised use of the fuel card. TFM will give the Customer a replacement fuel card. (c) The fuel card may only be used for that Vehicle. The fuel card may not, without TFM s prior consent, be used for any other vehicle. (d) The fuel card may only be used within the period of validity indicated on it. TFM will give the Customer a replacement fuel card. (e) TFM may cancel the fuel card by giving the Customer 2 Business Days' notice. (f) The Customer may at any time return the fuel card to TFM. (g) The Customer must return the fuel card to TFM when the relevant Finance Agreement expires or terminates. (h) The Customer remains liable for all fuel card transactions until TFM notifies the Customer that the returned fuel card has been cancelled Purchases using the fuel card When the Customer purchases petroleum products using a fuel card, it will receive a voucher from the supplier. The Customer must: (a) declare the odometer reading on the Vehicle at the time of purchase; and (b) confirm that the details contained on the voucher are accurate. The fuel card provider will process and report each purchase electronically (or manually using a voucher system) to TFM. TFM will pay for each purchase made by the Customer using a fuel card. The Customer acknowledges that TFM makes a taxable supply of petroleum products to it each time that it purchases them using a fuel card Purchase disputes (a) TFM will not consider any dispute about a purchase of petroleum products using a fuel card unless the Customer tells TFM before the next Payment Date that it disputes the details of a purchase.

15 (b) If the Customer tells TFM that it disputes a purchase, TFM will investigate the purchase and inform the Customer of the outcome. Where TFM discovers that a purchase has been incorrectly debited or credited, TFM will adjust the account balance for the relevant Finance Agreement accordingly. 16. EMERGENCY SERVICES 16.1 Roadside assistance Where the Customer selects TFM roadside assistance (either TFM standard roadside assistance or TFM premium roadside assistance) as a Service for a Vehicle in a Finance Schedule, TFM will, during the Finance Period, pay for the registration of the Vehicle with that Service Accident management Where the Customer selects accident management (either accident management or accident & claims management) as a Service for a Vehicle in a Finance Schedule, TFM will, during the Finance Period, pay for the registration of the Vehicle with that Service Other roadside assistance Where the Customer selects other roadside assistance as a Service for a Vehicle in a Finance Schedule TFM will during the Finance Period obtain and pay for membership for the Vehicle with the appropriate State base motoring association. 17. INSURANCE Where the Customer selects: (a) comprehensive insurance as a Service for a Vehicle in a Finance Schedule, TFM will renew the insurances required by clause 7.1(a) during the Finance Period (up to the number of renewals specified in the Finance Schedule); and (b) any additional insurance (GAP insurance, Payment Protection insurance or Extended Factory Warranty) as a Service for a Vehicle in a Finance Schedule, then TFM will pay for each selected insurance for the Vehicle for the Finance Period. (f) Vehicle Services due and overdue; (g) Vehicle expenditure; (h) Vehicle transfer FBT reports Where the Customer selects a fuel card as a Service for a Vehicle in a Finance Schedule, TFM will for each FBT year during the Finance Period provide the following FBT reports for the Vehicle (calculated in accordance with the FBT method specified in the Finance Schedule): (a) fuel exception; and (b) fuel transactions. TFM will give the Customer a description of each of these reports. A Customer which selects a fuel card as a Service for a Vehicle may also in a Finance Schedule elect to receive the following FBT reports: (c) FBT forecast; (d) FBT statutory method; and (e) FBT operating cost E-tag reports Where the Customer selects E-tag as a Service for a Vehicle in a Finance Schedule, TFM will provide the following E-tag reports for the Vehicle: (a) business usage history; (b) current quarter business usage; (c) list of all Vehicle toll transactions sorted by Customer cost centre and driver surname; (c) exception report for trips without E-tag; (d) exception report for excess expenditure TFM will give the Customer a description of each of these reports General The Customer acknowledges that TFM, in providing any of these reports, relies on information provided by third parties and agrees that TFM is not liable in any way for any error or omission in a report where that error or omission is as a result of the third party information. 18. REPORTING 18.1 Vehicle reports Where the Customer selects reporting as a Service for a Vehicle in a Finance Schedule, TFM will during the Finance Period give the Customer those reports for that Vehicle selected by the Customer in the Finance Schedule. The reports which the Customer may obtain include: (a) inventory; (b) fleet activity; (c) Vehicles nearing expiry; (d) Vehicles on order; (e) kilometre usage deviation; Page 15 of E-TAG 19.1 E-tag Where the Customer selects an E-tag as a Service for a Vehicle in a Finance Schedule the following provisions apply during the Finance Period: (a) TFM will give the Customer an E-tag for the Vehicle. (b) As between the Customer and TFM, the E-tag is TFM's property. The Customer must return any damaged or disused E-tag to TFM. The Customer must also tell TFM as soon as it becomes aware of the loss, theft or any possible unauthorised use of the E-tag. TFM will give the Customer a replacement E-tag.

16 (c) The Customer must ensure that the E-tag is fitted correctly to, and not removed from, the Vehicle until the end of the lease, or component failure, when it must be returned back to TFM (see 19.1 (g). (d) An E-tag may only be used for that Vehicle in any State or Territory. An E-tag may not, without TFM s prior consent, be used for any other vehicle. (e) TFM may cancel the E-tag by giving the Customer 2 Business Days' notice. (f) The Customer may at any time return the E-tag to TFM. (g) The Customer must return the E-tag to TFM when the relevant Finance Agreement expires or terminates. (h) The Customer remains liable for all E-tag transactions until TFM notifies the Customer that the returned E-tag has been cancelled. The Customer must return the E-tag to TFM within 30 days of notice of termination. TFM will surrender the E-tag to the E-tag provider, and will credit to the Customer s account any amount received on surrender Purchases using E-tag The E-tag provider will process and report each toll transaction electronically to TFM. TFM will pay for each toll transaction made by the Customer using an E-tag. The Customer acknowledges that TFM makes a taxable supply to it each time that the vehicle passes through a toll Purchase disputes (a) If an E-tag is faulty, the Customer must promptly notify TFM who will cancel the E-tag. TFM will give the Customer a replacement E-tag. (b) TFM will not consider any dispute about a toll transaction using an E-tag unless the Customer tells TFM before the next Payment Date that it disputes the details of a transaction. (c) If the Customer tells TFM that it disputes a transaction, TFM will investigate the transaction and inform the Customer of the outcome. Where TFM discovers that a transaction has been incorrectly debited or credited, TFM will adjust the account balance for the relevant Finance Agreement accordingly. 20. RELIEF VEHICLE Where the Customer selects relief vehicle as a Service for a Vehicle in a Finance Schedule and the Vehicle is in TFM's opinion unfit for use for a specified period as agreed between TFM and the Customer, TFM will (using its best endeavours) arrange for the Customer to use a relief vehicle during the agreed period. TFM will supply that relief vehicle from a TFM office in the State. Page 16 of 40 The use of a relief vehicle is conditional on the Customer continuing to comply with all of the terms and conditions of the Finance Agreement for the Vehicle and the relief vehicle. 21. MINI-LEASE Where the Customer selects mini-lease as a Service in a Finance Schedule TFM will obtain and lease to a Customer, at its request, a vehicle for a specified short term or until another vehicle becomes available for delivery to the Customer. TFM may enter into such a mini-lease with an Authorised Person either orally or in writing. If made orally such a mini-lease will be binding on the Customer if confirmed to the Customer in writing by TFM and a Delivery Receipt is signed by the person who takes delivery of the vehicle on behalf of the Customer. The terms of the mini-lease will be as follows. (a) The lease may be terminated without notice at any time by the Customer or TFM. (b) TFM may, at its own expense, register and maintain the vehicle. (c) The Customer must, if the vehicle is damaged (but not to the extent that an insurer or TFM decides that its repair is impractical or uneconomic), restore it as far as possible to the same condition that it was in before the damage occurred. (d) The Customer must ensure the vehicle is made available to TFM from time to time at addresses specified by TFM to enable TFM to maintain and register the vehicle. (e) The Customer must return the vehicle to TFM at a location nominated by TFM at the end of the lease period in the same condition as existed at the time of delivery (Fair Wear and Tear excepted). (f) The Customer must pay rent for the vehicle at the rates and at the times specified by TFM for the period from the date of delivery of the vehicle to the Customer to the date on which the vehicle is returned to TFM. (g) The Customer must pay for all fuel and oil used by the Customer during the term of the lease. (h) If TFM wishes to substitute the lease vehicle with another vehicle of a similar kind then the Customer must deliver the lease vehicle to TFM when requested for that purpose. (j) The Customer must complete a vehicle inspection form prior to delivery, and on return, of the vehicle. The Customer agrees that any terms and conditions in that form will form part of the lease. The Customer acknowledges that the vehicle may not be a new vehicle. To the extent permitted by law TFM excludes all liability with respect to the vehicle and as to fitness for any purpose. (k) TFM will not accept responsibility for any loss of or damage to the vehicle from whatever cause or however it arises.

17 22. MANAGED FINANCE AGREEMENT Where the Customer selects Managed Finance Agreement as a Service for a Vehicle in a Finance Schedule TFM will, until the Managed Finance Agreement ends or terminates, pay the rent under that Managed Finance Agreement to the Financier on each payment date under the Managed Finance Agreement. The Customer acknowledges that TFM does not have any obligation to pay any other amount under that Managed Finance Agreement including: (a) any excess usage charge; or (b) the residual value of the Vehicle; or (c) any casualty, present or termination amount or value; or (d) any amount under an indemnity for any loss suffered by the Financier as a result of the net sale, re-leasing or re-hiring proceeds of the Vehicle received by the Financier, or the ascertained value of the Vehicle, after expiry or termination of the Managed Finance Agreement being less than the residual value. 23. ADDITIONAL SERVICES Where the Customer selects any additional Services for a Vehicle in a Finance Schedule, then TFM will provide those additional Services on the terms and conditions annexed to that Finance Schedule. 24. GENERAL 24.1 Directions The Customer must, in connection with any Service, comply with any direction which TFM gives to it Renewal arrangements The Customer may, in connection with any of the Services specified in clauses 14 (TFM to renew registration), 16.3 (other roadside assistance) and 17(a) (comprehensive insurance), either: (a) renew the relevant Service itself and then obtain reimbursement from TFM. The Customer must, when applying for reimbursement, give TFM a copy of the relevant documents endorsed with payment details; or (b) request TFM to renew the relevant Service. The Customer must make the request, and give TFM originals of the relevant documents, at least 14 days before the relevant renewal date. The Customer must make sure that TFM receives all of those documents on time. TFM is not responsible for the renewal if it does not, for any reason, receive those documents on time. 25. CUSTOMER'S FINANCIAL OBLIGATIONS FOR SERVICES 25.1 Payment categories The charge for each Service falls within one of the following payment categories as specified in the relevant Finance Schedule: Page 17 of 40 (a) Fixed Cost a fixed cost set by TFM before the Commencement Date and payable by instalments on each Payment Date; (b) Budgeted a budgeted cost set by TFM before the Commencement Date and payable by instalments on each Payment Date; and (c) Recharge the actual amount paid or payable by TFM to an Authorised Service Centre or third party Service provider on the Customer's behalf (specified in an invoice from TFM to the Customer). If a payment category for a Service is not shown in the Service and management provisions of a Finance Schedule, the payment category for that Service is taken to be a Fixed Cost Payment obligations The Customer must pay to TFM: (a) in respect of each Service utilised by the Customer: (ii) the Fixed Costs and Budgeted Costs by instalments specified in the Finance Schedule on each Payment Date; each Recharge Cost on the next Payment Date after TFM issues an invoice for it to the Customer. TFM and the Customer may vary the payment method in this clause so as to permit the Customer to pay directly the invoices raised by the Authorised Service Centre or third party Service provider; (b) on early termination of any Service, an amount equal to the aggregate of all amounts pre-paid by TFM on the Customer's behalf for that Service Reimbursement for Budgeted Costs The Customer acknowledges that, where clause 25.1(b) applies, a Budgeted Cost instalment specified in a Finance Schedule is only an estimate. TFM may, at any time, in its absolute discretion review any Service for which a Budgeted Cost instalment is payable and ask the Customer to pay to or reimburse it an amount which TFM certifies is equal to the difference between TFM's actual payments for that Service up to that time and TFM's estimated payments for that Service up to that time. The Customer must pay the requested amount to TFM within 7 days of the request Recharge arrangements Where the Customer selects Recharge Cost as the payment category for a Service in a Finance Schedule, TFM will during the Finance Period: (a) arrange for the Service provider to invoice TFM directly in relation to the provision of the Service utilised by the Customer; (b) verify the invoice raised by the Service provider; (c) where it is found to be in order, pay or provide for payment of the invoice; and

18 (d) issue an invoice to the Customer in accordance with clause 25.2(a)(ii) for the total amount paid or payable by TFM on the Customer s behalf. 26. TERMINATION TFM's obligation to provide any Service for a Vehicle under a Finance Agreement ceases: (a) on the last day of its Finance Period even if the Customer does not return that Vehicle on that day; or (b) When the Managed Finance Agreement for that Vehicle ends or terminates. Page 18 of 40

19 PART 4 GENERAL PROVISIONS 27. ACQUISITION SERVICES Where TFM agrees in the Details to provide acquisition services to the Customer, TFM will assist the Customer with new vehicle selection and acquisition by providing information and advice in respect of equipment, performance and reliability, and industry trends, including: (a) obtaining quotes for the supply of any vehicle which the Customer wishes to acquire; (b) submitting the quotation to the Customer who may then authorise the purchase of the vehicle in writing; (c) preparing and arranging execution of all acquisition documentation; and (d) arranging for the registration of the vehicle and making it available for delivery from TFM's nominated location. TFM will not be liable for any inaccuracy contained in any such information, advice or quotation. The Customer must pay TFM, on demand, if paid by TFM the purchase price of any vehicle acquired by TFM on behalf of the Customer, together with all Taxes and other costs and expenses incurred in respect of the purchase and registration of that vehicle. 28. DISPOSAL SERVICES Where TFM agrees in the Details to provide disposal services to the Customer, TFM will arrange for the disposal of vehicles owned by the Customer that are not the subject of a Finance Agreement by: (a) presenting the vehicle for sale to licensed motor car traders, auctioneers or other parties approved by TFM; and (b) preparing and arranging execution of all disposal documentation and distributing the actual proceeds received by TFM to the Customer on a weekly basis. 29. ADDITIONAL PARTIES (a) A related corporation or affiliated entity of the party named in the Details as the Customer may, at the request of that party, and with TFM's approval, transact business with TFM under this Agreement on the same terms and conditions as that party. (b) If the party named in the Details as the Customer wants a related corporation or affiliated entity to transact business with TFM under this Agreement on the same terms and conditions as that party, it must sign, and procure that the related corporation or affiliated entity signs, a Related Corporation Nomination Form. (c) If TFM agrees to transact business with a related corporation or affiliated entity of the party named in the Details as the Customer, that related corporation or affiliated entity, by executing the Related Corporation Nomination Form, will become a party to this Agreement. Page 19 of EXAMINATION 30.1 Dealer and others are not TFM's agent The Customer acknowledges and agrees that the manufacturer, dealer, Authorised Service Centre or other supplier of the Vehicle or any Service to the Customer is not and will not be the agent of TFM for any purpose whatsoever Examination (a) The Customer acknowledges that: (ii) it has not told TFM or anyone else about the particular purpose for which it requires the Vehicle or (except for an acquisition service under clause 19) any Service; and it has not relied on TFM's skill or judgment in deciding to enter into any Transaction Document. (b) The Customer alone is responsible, so far as the law permits, for examining and being satisfied with the Vehicle and (except for an acquisition service under clause 19) each Service before it accepts any of them, including that: (ii) the Vehicle complies with its description; the Service has been rendered with due care and skill and any materials supplied in connection with that Service are reasonably fit for the Customer's purposes; (iii) the condition, fitness, quality and suitability of the Vehicle and each Service meets the Customer's purposes; (iv) the manufacturer's, dealer's, Authorised Service Centre's or supplier's entitlements to intellectual property rights, guarantees and warranties are valid. (c) The Customer acknowledges that, except as set out in clause 32.4, neither TFM nor anyone on its behalf has given any warranty or made any representation to the Customer as to the condition, fitness, quality or suitability of the Vehicle or (except for an acquisition service under clause 19) any Service for the Customer's purposes. 31. CUSTOMER'S OBLIGATIONS 31.1 Managed Finance Agreement The Customer must comply with all of its obligations under each Managed Finance Agreement Provision of information TFM will notify the Customer if it is unable to produce a document under a Transaction Document because it does not have sufficient information to do so and give the Customer details of the outstanding information required in order to prepare that document. The Customer must use its best endeavours to supply that outstanding information to TFM promptly.

20 31.3 Information At TFM's request, the Customer must promptly provide to TFM any information or document which TFM reasonably asks for concerning a Transaction Document, a Service, a Managed Finance Agreement, a Vehicle, an insurance or the Customer's financial position. The Customer must on request provide to TFM its annual accounts and balance sheet (audited if required by law) or, if the Customer is a natural person, an accurate statement of assets and liabilities Maintenance of Service Records The Customer must make sure that all Service Records relating to the Vehicle are maintained in accordance with the manufacturer's instructions and recommendations Authorised Persons (a) The Customer authorises each Authorised Person to execute and deliver Transaction Documents to TFM in accordance with this Agreement. The Customer acknowledges that any Transaction Document executed and delivered by an Authorised Person will be valid and binding on it. (b) The Customer may appoint or revoke an Authorised Person by providing notice of that appointment or revocation to TFM. Where the Customer is appointing an Authorised Person, it must also provide the specimen signature of that person. The appointment or revocation takes effect when TFM receives the notice. 32. WARRANTIES 32.1 General Each Transaction Party represents and warrants that: (a) its obligations under each Transaction Document are valid and binding and are enforceable against it in accordance with its terms; and (b) except as stated in a Transaction Document, it does not enter into that Transaction Document as trustee of any Trust. If a Transaction Party is a corporation, it also represents and warrants that: (c) it is duly incorporated and existing under the laws of the jurisdiction of its incorporation; (d) it has full power to enter into and perform its obligations under each Transaction Document to which it is a party; and (e) it has taken all corporate action on its part necessary for the authorisation, execution and performance of each Transaction Document to which it is a party. Each Transaction Party gives these representations and warranties on the date of each Transaction Document. Page 20 of Acknowledgments Each Transaction Party acknowledges that: (a) TFM has not provided any advice to it in relation to any Transaction Document, including any legal, accounting or taxation advice. The Transaction Party has either obtained its own advice in relation to that Transaction Document or has elected not to obtain any such advice before it signed that Transaction Document; (b) except as expressly set out in that Transaction Document or duly signed by or on behalf of TFM: (ii) it has not entered into any Transaction Document in reliance on or as a result of any statement or conduct of any kind by or on behalf of TFM (including any advice, warranty, representation or undertaking); and neither TFM nor anyone on its behalf is obliged to do anything (including disclose anything or give advice); (c) for each Finance Lease and Operating Lease, the Customer does not have any right or obligation to purchase the Vehicle Warranties (a) The Customer must obtain from the manufacturer, dealer, Authorised Service Centre or other supplier of the Vehicle or any Service any warranties that it needs in relation to it. (b) So that the Customer can make warranty claims, TFM transfers to the Customer, so far as the law permits, the benefit of any warranty which it may have for the Vehicle or any Service. This transfer ends when the relevant Finance Agreement or Managed Finance Agreement for the Vehicle or Service expires or terminates Warranties not to apply So far as the law permits, all conditions, guarantees and warranties on TFM's part, other than the conditions, guarantees and warranties stated in a Transaction Document, which might apply or be implied in relation to that Transaction Document, a Vehicle or a Service (whether by statute or otherwise) are excluded Limitation To the extent that any applicable or implied condition, guarantee or warranty on TFM's part cannot be excluded, TFM's liability for a breach of any such condition, guarantee or warranty is limited (so far as the law permits) at TFM's discretion, in the case of the Vehicle, to the replacement of the Vehicle or the supply of an equivalent vehicle, payment of the cost of replacing the Vehicle or acquiring an equivalent vehicle or the repair of the Vehicle or payment of the cost of having the Vehicle repaired and, in the case of a Service, to the supplying of the Service again or payment of the cost of having the Service supplied again.

21 33. PAYMENTS AND TAXES 33.1 Periodic invoice Before each Payment Date, TFM will give the Customer a tax invoice for each Finance Agreement specifying: (a) identification details for the Finance Agreement; (b) the Rent or reimbursement amount under the Finance Agreement; (c) the instalment for Fixed Costs and Budgeted Costs; (d) the amount of any Recharge Costs; (e) details of any related Taxes; (f) the Payment Date; (g) the total amount due on that Payment Date; and (h) such other information as TFM considers appropriate Taxes 33.3 GST The Customer must pay and if paid by TFM reimburse to TFM any Tax which is payable in relation to any Transaction Document or any document or transaction contemplated by them. (a) In this clause 33.3: acquisition, adjustment event, consideration, goods, GST, GST law, input tax credit, service, supply, taxable supply and tax invoice each has the meaning which it is defined to have in the A New Tax System (Goods and Services Tax) Act 1999; and (ii) TFM includes any GST group to which TFM may from time to time be a member under GST law and the representative member of that group under GST law. (b) Unless otherwise stated, an amount payable by a Transaction Party for any supply made under or in connection with a Transaction Document is exclusive of GST. If any payment by a Transaction Party under or in connection with a Transaction Document is consideration in whole or in part for a taxable supply by TFM, the Transaction Party must, when it makes the payment, pay to TFM an additional amount equal to that payment (or part) multiplied by the rate of GST prevailing at the time the supply is made. TFM on receiving that additional amount from the Transaction Party must provide the Transaction Party with a tax invoice for the supply. (c) If at any time an adjustment event arises in respect of any supply made by TFM under a Transaction Document, a corresponding adjustment must be made between TFM and the relevant Transaction Party in respect of any amount paid by the Transaction Party to TFM under clause 33.3(b) and payments to give effect to the adjustment must be made. Page 21 of 40 (d) Where a Transaction Party is required under a Transaction Document to pay, reimburse or indemnify TFM for an amount, the Transaction Party must pay the relevant amount (plus any applicable additional amount in accordance with clause 33.3(b)). TFM will calculate that relevant amount after determining the amount of any input tax credit it is entitled to claim in respect of that relevant amount. (e) If TFM or a Transaction Party makes an acquisition under a Transaction Document as agent for the other from a third party, that acquisition will be an arrangement for the purposes of Subdivision 153B of the A New Tax System (Goods and Services Tax) Act 1999 and the provisions of that Subdivision will apply. TFM and the Transaction Party will make genuine and continuing efforts to facilitate the application of that Subdivision to any such acquisition. The Customer acknowledges for example that, where it selects any of the following Services for a Vehicle in a Finance Schedule, TFM will acquire that Service as the Customer s agent and the provisions of that Subdivision will apply: compulsory third party insurance (clause 14.1), except first year compulsory third party insurance under a Term Purchase; (ii) other roadside assistance (clause 16.3); (iii) comprehensive insurance (clause 17(a)), except first year comprehensive motor vehicle insurance under a Term Purchase; (iv) E-tag (clause 19); (v) Managed Finance Agreement (clause 22); and (vi) any additional Service (clause 24) Interest on overdue amounts (a) A Transaction Party must pay interest on the daily balance of any amount which it does not pay on time, and on any amount which TFM debits to its account in accordance with any Transaction Document, for the period it remains unpaid. Interest is payable on demand. (b) The interest rate which the Transaction Party must pay on each daily balance is the rate 2% above the cost (as certified by TFM) to TFM of funding that daily balance calculated on the basis of a 365 day year. (c) TFM may capitalise, at times determined by TFM or, if it does not make a determination, then on the first day of each month, any interest which is not paid when due for payment. The Transaction Party must pay interest on capitalised interest at the rate and in the manner referred to in clauses 33.4(a) and (b). (d) The Transaction Party's obligation to pay an outstanding amount to TFM on the day it becomes due for payment is not affected by clauses 33.4(a) and (c).

22 33.5 Manner of payment The Customer must make payments under each Transaction Document to TFM by direct debit or in such other manner as approved by TFM. Whenever the Customer makes a payment, the Customer must quote the account number given to it by TFM. If a payment is due on a day that is not a Business Day, it must be made on the next Business Day following that day. The Transaction Party waives any statutory or other right to recover from TFM any amount paid under this clause Application of payments TFM may apply any payment made by a Transaction Party towards satisfying any of its payment obligations which have become due, in any way it sees fit, even if the Transaction Party states otherwise Unconditional obligations (a) A payment made by the Customer under a Transaction Document is not refundable in whole or in part. (b) The Customer's obligation to pay an amount due under a Transaction Document is absolute and unconditional. The Customer must not for any reason withhold, or make a deduction from, any amount payable under a Transaction Document, including because: (ii) any Vehicle is lost, stolen, destroyed or damaged; the Customer claims to have a set-off, counter-claim, defence or other right against TFM or anyone else; (iii) the Customer does not receive, or does not receive before a due date for a payment, an invoice or statement for a payment under a Transaction Document; (iv) the Customer is not satisfied with a Service either before or after it accepts it; or (v) the Customer chooses to terminate a Service before its Finance Agreement expires. (c) TFM may set-off any money which is due from it to a Transaction Party (under any Transaction Document or otherwise) against any money due for payment by that Transaction Party to TFM under any Transaction Document or any other agreement between that Transaction Party and TFM Additional payments If a Transaction Party is obliged to withhold, or make a deduction in respect of, Tax from a payment under a Transaction Document: (a) it must promptly pay the amount deducted to the appropriate government agency; (b) within 30 days of the end of the month in which the deduction is made, it must give TFM a copy of the documents evidencing the payment; and (c) on the due date it must pay TFM an additional amount necessary (as determined by TFM) to ensure that TFM receives a net amount (after allowance for any further deduction and any Tax on the additional amount) equal to the amount it would have received if no deduction had been made. The Transaction Party indemnifies TFM against the Tax and any amounts recoverable from TFM in respect of the Tax. Page 22 of Time of the essence Time is of the essence of any obligation of a Transaction Party to pay money under a Transaction Document. 34. INDEMNITY AND COSTS 34.1 Indemnity The Customer indemnifies TFM against all Loss suffered by TFM as a result of: (a) any loss, theft or destruction of or damage to the Vehicle; (b) the use, maintenance, repair or storage of the Vehicle; (c) any person being injured or killed or any property being damaged or destroyed, whether directly or indirectly, by the Vehicle or its use; (d) a Transaction Party's failure to comply with any of its obligations under a Transaction Document; (e) TFM exercising its rights under a Transaction Document including taking possession of the Vehicle; (f) the provision of a Service; (g) a Service not being available at any time; (h) the termination of a Service before its Finance Agreement expires; (j) the continued use of a Service after its Finance Agreement or Managed Finance Agreement expires or terminates; the Customer's use of, or any inability to use, the fuel card or E-tag for a Vehicle; (k) until 2 Business Days after the Customer tells TFM about any loss, theft or possible unauthorised use of a fuel card or E-tag, any loss, theft or unauthorised use of the fuel card or E- tag for a Vehicle; (l) the termination of a Finance Agreement for a Vehicle before the end of its Finance Period; (m) the expiry of a Finance Agreement for a Vehicle; (n) without limiting clause 34.1(m), for a Vehicle under a Finance Lease which the Customer returns under clause 10.2(a), the net amount which TFM receives under clause 11.1(a) (after deducting all applicable costs and Taxes incurred by TFM in connection with its need to sell or release that Vehicle), or an amount equal to the determined Market Value under clause 11.1(b) of that Vehicle being less than its Residual Value.

23 34.2 About the indemnities Each indemnity in a Transaction Document: (a) does not cover any thing to the extent that, if the indemnity did cover it, the indemnity would be void; and (b) is a continuing obligation, separate and independent from each of the Customer's other obligations under a Transaction Document and survives termination, the acceptance of repudiation or the expiry of that Transaction Document. TFM does not have to incur expense or make a payment before enforcing an indemnity Increased costs Whenever, in connection with the funding or provision of any Vehicle pursuant to a Finance Agreement: (a) Tax law or its interpretation or administration changes; including: (ii) TFM not being allowed a deduction for depreciation in respect of any Vehicle; or a change in the rate, the method or frequency at which a Tax is calculated or paid; or (b) TFM must comply with any request from or requirement of any Federal, State or local governmental, quasi- governmental or municipal authority; or (c) the cost of a Vehicle changes or market interest rates change, in each case prior to the delivery of that Vehicle, and, as a result, TFM determines that the cost to TFM of funding or providing that Vehicle is increased or an amount received or receivable by TFM in connection with that Finance Agreement is reduced, TFM may promptly issue a certificate specifying the nature of the change or compliance. TFM may vary the Rent or any other amount payable in connection with that Finance Agreement as specified in the certificate (and must give reasonable details of the varied Rent or amount). The Finance Agreement will be taken to be varied accordingly Transaction Parties must pay all costs Each Transaction Party must comply with all of its obligations under each Transaction Document at its cost Commission The Customer agrees that TFM may pay commission, brokerage, fees or other remuneration to any person for introducing the Customer to TFM or TFM to the Customer. The Customer realises and accepts that, if any such amount is paid, an amount payable by the Customer under a Transaction Document may be higher than it would have been if the Customer had approached TFM (or TFM had approached the Customer) direct. Page 23 of Fees and charges The Customer must pay any fees or charges from time to time levied by TFM in relation to any Transaction Document in accordance with its then standard procedures to cover its costs including management fees, transaction fees and where: (a) TFM keeps or maintains the Customer's account; (b) the Customer requests TFM to provide it with any information, including any documentation, confirmation or statement; (c) the Customer requests TFM to provide a service for the Vehicle which is not then a Service; (d) TFM considers a request from the Customer for a variation of a Service or a Transaction Document or an assignment of a Transaction Document; (e) the Customer makes a payment other than by direct debit; (f) any payment from the Customer to pay an amount due under a Transaction Document is dishonoured; (g) TFM issues a late payment notice or other such notice; (h) the Customer terminates a Transaction Document for a Vehicle before the date on which it expires; or 35. NOTICES a fuel card is used General A notice, report, invoice, demand, certification, consent, approval, appointment or other communication under a Transaction Document: (a) must be given in writing and in the English language; and (b) may be given by an Authorised Person or an authorised representative of TFM Method of service In addition to any other lawful means, a communication may be given by: (a) being personally served on a party; (b) being left at the party's current address for service; (c) being sent to the party's current address for service by pre-paid ordinary mail or, if the address is outside Australia, by pre-paid airmail; (d) facsimile to the party's current number for service; (e) electronic mail to the party's current address; or (f) using TFM Fleet Online.

24 35.3 Service If a communication is given by: (a) post it will be deemed received if posted within Australia to an Australian address three Business Days after posting and in any other case 10 Business Days after posting by airmail; (b) facsimile and the sender's facsimile machine produces a transmission report indicating that the facsimile was sent to the addressee's facsimile, the report will be conclusive evidence that the facsimile was received by the addressee at the time indicated on that report; (c) electronic mail and the sender receives a return receipt indicating that the addressee has received the , the receipt will be conclusive evidence that the was received by the addressee at the time indicated in that receipt; or (d) TFM Fleet Online, the communication will be deemed received within 2 hours of the communication having been posted on TFM Fleet Online or, if TFM Fleet Online is not operational or accessible by the Customer when the communication is posted, within 2 hours of TFM Fleet Online becoming operational or accessible by the Customer, as the case may be Service after hours If a communication to a party is received by it: (a) after 5:00pm (local time); or (b) on a day which is not a Business Day; it will be deemed to have been received on the next Business Day Process service Any process or other document relating to dispute resolution or legal proceedings relating to a Transaction Document may be served by any method contemplated by this clause 35 or in accordance with any applicable law Failure to notify Unless otherwise provided in a Transaction Document, failure by TFM to give any notice of anything to the Customer does not affect the obligations of the Customer in any way. 36. TFM's RIGHTS 36.1 Capacity TFM may enter into a Transaction Document as a principal or an agent. (a) at any time on reasonable notice, inspect the Vehicle or the Service Records or to see whether the Customer is complying with its obligations under any Transaction Document; or (b) at any time, take possession of the Vehicle when exercising its rights under its Finance Agreement. The Customer must within 24 hours after a request from TFM, notify TFM of the location of the Vehicle and/or any related Service Records TFM's rights and their exercise (a) TFM's rights, powers and remedies are in addition to any of its legal rights, powers and remedies. (b) TFM may exercise a right, power or remedy at its discretion, and separately or concurrently with another right, power or remedy. (c) A single or partial exercise of a right, power or remedy by TFM does not prevent a further exercise of that or an exercise of any other right, power or remedy. (d) TFM's failure to exercise or delay in exercising a right, power or remedy does not prevent its exercise. (e) TFM is not liable for any loss caused by the exercise, attempted exercise, failure to exercise or delay in exercising a right, power or remedy whether by reason of its negligence or for any other reason Certificates A certificate, statement or report given by or on behalf of TFM about any amount, interest rate or matter relating to a Transaction Document is sufficient evidence of the matter certified unless the contrary is proved Severance Any provision of a Transaction Document which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of a Transaction Document nor affect the validity or enforceability of that provision in any other jurisdiction Approval and consent Where TFM has a discretion or its consent or approval is required for anything TFM must, consistent with its rights and obligations under this Agreement, not unreasonably withhold or delay its decision, consent or approval Rectification TFM may (but need not) do anything necessary to remedy the Customer's failure to fully comply with any of its obligations under a Transaction Document Inspection and seizure TFM may enter the place where a Vehicle is, or the Service Records are, kept to: Page 24 of Power of attorney (a) For valuable consideration the Customer irrevocably appoints TFM and each of its authorised representatives severally its attorney to do, at any time on or after the day on which TFM gives the Customer a notice under clause 9.1(b) or the expiry of a Finance Agreement, anything which:

25 (ii) the Customer is obliged, but has failed, to do under or in relation to a Transaction Document; or TFM is authorised or empowered to do under a Transaction Document or any law, but only at the times that TFM would have been able to do so. (b) Without limitation, the Attorney may at any time on or after the day on which TFM gives the Customer a notice under clause 9.1(b) or the expiry of a Finance Agreement: (ii) do anything which in the opinion of TFM or the Attorney is necessary or expedient to preserve, perfect or give effect to TFM's rights under a Transaction Document; and delegate the Attorney's powers (including this delegation). (c) An Attorney may not act inconsistently with a Transaction Document Authority to complete Each Transaction Party irrevocably authorises TFM to complete any blank space or correct any error in a Transaction Document so that the Transaction Document is effective. All such completions and corrections bind the Transaction Parties. 37. CONFIDENTIALITY A party must not disclose to any person any information or document relating to another party or a Transaction Document except: (a) with the consent of each other party (which must not be unreasonably withheld or delayed); (b) where permitted by that Transaction Document; (c) to a potential transferee, assignee, participant or sub-participant of the party's interests under that Transaction Document or to any other person who is considering entering into contractual relations with it in connection with that Transaction Document provided it obtains a confidentiality undertaking in substantially the same terms as this clause 37 from that person before the information or document is disclosed; (d) to the party's related bodies corporate and shareholders, or to any employee, banker, lawyer, auditor or other consultant of the party, its related bodies corporate or its shareholders; (e) if required by law or by any government body or stock exchange; (f) in connection with any dispute resolution or legal proceedings relating to that Transaction Document; (g) if the information or document is in the public domain; (h) if section 275(7) of the PPSA applies, to the extent permitted by that section. Each Transaction Party and TFM agrees that it will not disclose any information of the kind referred to in section 275(1) of the PPSA unless section 275(7) of the PPSA applies, in which case TFM may disclose such information. Page 25 of DEALINGS, PPSA AND VARIATIONS 38.1 No dealing A Transaction Party must not: (a) sell or assign; (b) lend, rent, lease or, subject to clause 38.2, part in any way with possession of; or (c) create or allow any Security Interest over, the Vehicle or its interest in the Vehicle or in a Transaction Document or a Managed Finance Agreement (or authorise anyone else to do so) without TFM's consent. TFM, however, may do any of these things without any Transaction Party's consent. If TFM consents to the Customer renting, subleasing or otherwise parting with possession of a Vehicle in circumstances which give rise to a security interest (within the meaning of the PPSA) in favour of the Customer, it is a condition of that consent that the Customer: (d) registers that security interest on the Personal Property Securities Register with the highest priority available in the circumstances; and (e) provides promptly to TFM any certificate, information or document that TFM may reasonably request from time to time in respect of such registration Repair and maintenance The Customer may part with possession of all or any part of a Vehicle where required for repair or maintenance, but must do whatever necessary or as directed by TFM to remove a repairer s lien over the Vehicle PPSA assistance If TFM determines that a Transaction Document or any transaction under it is or contains a security interest (within the meaning of the PPSA), each Transaction Party will do anything which TFM reasonably requests (such as obtaining consents, signing or producing documents, getting documents signed or completed and supplying information) to ensure that the security interest is enforceable, perfected and otherwise effective, and to enable TFM to apply for any registration or give any notification in connection with that security interest Agreement This Agreement may be varied as set out in the Details Variation A Transaction Document may not be varied unless signed by TFM and each Transaction Party How to vary a Transaction Document The Customer may, at any time, contact TFM and request a variation of a Transaction Document. TFM will consider each request on a case by case basis, and may approve or refuse the request in its absolute discretion.

26 If TFM approves the request: (a) TFM will obtain the required information from the Customer in a manner sufficient for TFM to prepare the applicable documents; (b) TFM will prepare the applicable documents in accordance with the request; (c) each Transaction Party must promptly sign those documents and return them to TFM; and (d) on the day on which TFM receives the signed documents, the then current Transaction Document will be taken to be varied on the terms of the applicable documents TFM may vary a Finance Agreement Whenever the Budgeted Costs for the provision of a Service under a Finance Agreement have, in the absolute discretion of TFM, been exceeded significantly, TFM may vary the Finance Agreement. TFM will deliver the applicable documents to the Customer setting out details of the variation. Each Transaction Party must sign and return a copy of those variation documents to TFM. On the day on which TFM receives the signed documents, the then current Finance Agreement will be taken to be varied on the terms of the applicable variation documents PPSA waivers In respect of the PPSA: (a) the parties contract out of each provision which sections 115(1) or 115(7) (contracting out of enforcement provisions) permits them to contract out of, other than: (ii) sections 117 and 118 (relationship with land laws); (in respect of Operating Leases and Finance Leases only) sections 128 (secured party may dispose of collateral) and 129 (disposal by purchase); and (iii) sections 134(1) and 135 (retention of collateral); (b) the Customer waives each right to receive a notice which section 144 or 157(3) permits the Customer to waive; and (c) to the extent permitted by law, the Customer waives its rights to receive anything from TFM under section 275 and agrees not to make any request of TFM under that section. 39. GUARANTEE AND INDEMNITY 39.1 Guarantee The Guarantor unconditionally and irrevocably guarantees to TFM the punctual payment to it by the Customer of the Guaranteed Money. If the Customer does not pay any of the Guaranteed Money when due, the Guarantor must, on demand, pay that amount to TFM. Page 26 of Indemnity If for any reason TFM cannot recover the Guaranteed Money from the Customer, or from the Guarantor under clause 39.1, or if it is not paid to TFM for any reason, the Guarantor indemnifies TFM on demand against all Loss which TFM may suffer or incur as a result The Guarantor's obligations are unconditional This Agreement is a continuing guarantee and indemnity for the whole of the Guaranteed Money and is not limited to any transaction or other thing. TFM does not have to demand payment from any other person or enforce any other right before making any demand under this Agreement. The Guarantor's obligation to pay the Guaranteed Money is a primary obligation. The Guarantor is still liable under this Agreement if: (a) a Transaction Document is varied, assigned or replaced; (b) TFM gives the Customer extra time to pay, tells the Customer it does not have to pay or does not enforce its rights against the Customer or any other person for some reason; (c) a person who was to execute a Transaction Document as a Transaction Party does not do so; (d) a person becomes Insolvent, dies or has a change in legal capacity, or anything else happens which would otherwise affect or discharge the Guarantor's obligations If TFM holds other security The Guarantor is still liable under this Agreement if TFM holds any other Security Interest, guarantee or right for the Guaranteed Money, and: (a) TFM does not enforce it; (b) TFM changes, releases or gives up all or part of it; or (c) the enforceability or value of that Security Interest, guarantee or right is reduced or lost. This applies even if the Guarantor was aware of that Security Interest, guarantee or right. TFM does not have to take the Guarantor's position into account in deciding what to do or not to do in relation to any Security Interest, guarantee or right If the Customer becomes Insolvent or dies If the Customer becomes Insolvent or dies, then: (a) the Guarantor must not, without TFM's consent, claim in the Insolvency or the estate, or receive any distribution from it, until TFM has received all of the Guaranteed Money. Where TFM consents to the Guarantor claiming in the Insolvency or the estate, the Guarantor agrees to hold any distribution it receives from the Insolvency or the estate on trust for TFM to the extent of the Guaranteed Money; and (b) if TFM receives any money from the Insolvency or the estate, or for any other reason, it may put the money to one side in a separate bank account. TFM need not use the money to pay

27 the Guaranteed Money until it has received enough money to pay the Guaranteed Money in full. Until that happens, the Guarantor is still fully liable for the Guaranteed Money as if TFM had received nothing If TFM has to refund any money If TFM has to refund or give up any money which the Customer or any other person has paid to TFM or which TFM has recovered in any way, the Guarantor will still owe TFM all the money the Guarantor would have owed if the amount refunded or given up had never been paid or recovered. The Guarantor must pay that money to TFM whenever TFM demands it. The Guarantor must do whatever TFM asks (including signing documents) to restore to TFM all rights which TFM had under this Agreement and under any other Security Interest, guarantee or right held by TFM from the Guarantor immediately before TFM received the money which it later had to refund or give up New Guarantors If a person who is not a Guarantor wishes to become a party to this Agreement as a Guarantor (after the date of this Agreement) it may do so by signing and delivering to TFM a New Guarantor Deed Poll and doing any other thing TFM reasonably requests to ensure the enforceability of that person s obligations as a Guarantor. 40. TRUST PROVISIONS If a Transaction Party is a trustee under a Trust, it: (a) acknowledges that it enters into each Transaction Document both personally and as trustee for the Trust; (b) represents and warrants that: (ii) it is properly appointed as a trustee of the Trust (with anyone else who signs that Transaction Document as trustee) and it has a right of indemnity from the Trust assets in respect of that Transaction Document; it has always complied with the terms of the Trust, and its duties and powers, and no one has said that it has not done so; (iii) it has properly signed that Transaction Document under the terms of the Trust and its duties and powers as trustee, and if there is any doubt, it has obtained the consent of all adult beneficiaries; and (iv) none of the Trust property has been re-settled or set aside, the Trust has not terminated and no event for the vesting of the Trust assets has occurred; (c) gives those acknowledgements, representations and warranties on the date of each Transaction Document; and (d) must comply with its duties as trustee of the Trust and not do anything which may result in the loss of its right of indemnity from the Trust assets. Page 27 of VOLUNTARY CESSATION 41.1 Cessation of new Finance Agreements A party may, at any time, give 90 days notice to each other party that it wishes to cease entering into new Finance Agreements under this Agreement Procedure following cessation Each Finance Agreement entered into before the cessation date continues in full force and effect after the cessation date until the last day of its Finance Period. On the cessation date each party unconditionally and irrevocably releases and discharges each other party from all its obligations and liabilities under or in connection with each Transaction Document (other than the continuing Finance Agreements) arising after the that date. The release and discharge does not affect any obligation or liability which a party had under a Transaction Document on or prior to that date. On that cessation date, the Customer must pay to TFM any amount which, under any Transaction Document (other than the continuing Finance Agreements), remains outstanding as at that date. 42. DISPUTE RESOLUTION 42.1 Notice of dispute (a) If a dispute between the parties arises out of or relates to a Transaction Document, or the breach, termination, validity or subject matter of it, or as to any claim in tort, in equity or pursuant to any domestic or international statute or law, then any party may give each other a notice of dispute adequately identifying and providing details of the dispute. (b) Notwithstanding the existence of a dispute, all parties will, subject to this Agreement, continue to perform each Transaction Document Conference Within 10 Business Days after receiving a notice of dispute, the parties will confer at least once to resolve the dispute or to agree on methods of doing so. At every such conference each party will be represented by a person having authority to agree to such resolution or methods. All aspects of every such conference, except the fact of its occurrence, will be privileged Expert mediation (a) If the dispute is not resolved within the following 5 Business Days (or such further period as the parties may agree), the parties in dispute agree to endeavour in good faith to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) before having recourse to arbitration or legal proceedings.

28 (b) The mediation will be conducted in accordance with ACDC mediation guidelines which set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of those guidelines are incorporated in this Agreement. (c) This clause does not merge upon termination or expiry of this Agreement. 43. GOVERNING LAW AND JURISDICTION Each Transaction Document is governed by the laws of the State and the parties submit to the nonexclusive jurisdiction of the courts of that place. 44. COUNTERPARTS A Transaction Document may be executed in any number of counterparts. All counterparts together will be taken to constitute one instrument. Page 28 of 40

29 Schedule 1: Delivery Receipt From Toyota Fleet Management a division of Toyota Finance Australia Limited ABN (TFM) For the supply of the Vehicle described to the Customer. To Customer name: Order number: DR number: Contact: Phone/Fax: TFM contact: TFM Phone/Fax: TFM Pursuant to the Master Fleet Facility Agreement between the Customer and TFM Vehicle Description Delivery Details Registration Details Vehicle Details Description: Standard options: Manufacturer options: Delivery and special options: Driver name: Vehicle colour: Special delivery address: Registration number: Compliance date: Manufacturer stock number: VIN/Chassis number: Engine number: Key number: Driver contact number: Driver kit required: Date required: Registration date: Actual delivery date: Radio pin number: Odometer reading: Tyre brand: Vehicle colour: Declaration and Signature On behalf of the Customer, I certify that: 1. the Customer has received, inspected and accepted the Vehicle described above; and 2. the Customer's inspection has indicated that the information recorded above is correct. Signed on behalf of Customer Drivers Licence No. Name (please print) Signature of Witness Date Name (please print) Page 29 of 40

30 THIS PAGE INTENTIONALLY LEFT BLANK Page 30 of 40

31 Schedule 2: Related Corporation Nomination To: Toyota Fleet Management a division of Toyota Finance Australia Limited ABN (TFM). 1. Nomination This nomination is made pursuant to the Master Fleet Facility Agreement (Agreement) between TFM, (Customer) and the parties (if any) named in the Details as Guarantors. Terms defined in the Agreement have the same meaning when used in this nomination. The Customer requests TFM to transact business with of (Related Corporation) in accordance with the Agreement on the same terms and conditions as the Customer. 2. Acceptance The Related Corporation acknowledges that: (a) it has received a copy of the Agreement and has read and understands it; and (b) by executing this nomination, it will become a party to the Agreement and agrees to comply with the Agreement as if it were the Customer. 3. Authorised Persons The persons specified below are authorised to sign, execute and endorse on behalf of the Related Corporation any document to be entered into pursuant to the Agreement including any Transaction Document. Name of Authorised Person Position/Title Specimen Signature EXECUTED AS AN AGREEMENT in the State/Territory of: Date: EXECUTION BY RELATED CORPORATION EXECUTED by the Related Corporation in accordance with Section 127 of the Corporations Act 2001: Director Sole Director and Secretary/Director/Company Secretary Print name Print name * Use additional pages if required Page 31 of 40

32 EXECUTION BY INDIVIDUAL OR PARTNERSHIP CUSTOMER Signed by in the presence of Signed by in the presence of EXECUTION BY CORPORATE CUSTOMER EXECUTED by the Customer in accordance with Section 127 of the Corporations Act 2001: Director Sole Director and Secretary/Director/Company Secretary Print name Print name * Use additional pages if required EXECUTION BY INDIVIDUAL GUARANTORS I have read this document and had it explained to me. Signed by in the presence of Signed by in the presence of EXECUTION BY CORPORATE GUARANTORS EXECUTED by the Guarantor in accordance with Section 127 of the Corporations Act 2001: Director Sole Director and Secretary/Director/Company Secretary Print name Print name * Use additional pages if required EXECUTION BY TFM Signed by Authorised Representative Name of Authorised Representative Page 32 of 40

33 Schedule 3: New Guarantor Deed Poll THIS DEED POLL is made on: by: ABN: of [Address]: (New Guarantor) BY THIS DEED POLL the New Guarantor described above, for the benefit of the parties to the master fleet facility agreement dated between and Toyota Fleet Management, a division of Toyota Finance Australia Limited ABN (Agreement): 1. Irrevocably agrees that from the date of this deed poll it is a Guarantor; 2. Irrevocably agrees to comply with and be bound by all current and future obligations of the Guarantors under the Transaction Documents; 3. Acknowledges having read a copy of each Transaction Document before signing this deed poll; 4. Gives, as at the date of this deed poll, all representations and warranties on the part of the Guarantors contained in the Transaction Documents; 5. Repeats each of the representations, warranties and acknowledgments in clauses 32.1 (General) and 32.2 (Acknowledgments) of the Agreement; and 6. Acknowledges receiving valuable consideration for this deed poll. A word which is defined in the Agreement has the same meaning when used in this deed poll unless the same word is also defined in this deed poll in which case the definition in this deed poll prevails. This deed poll is governed by the same laws as the Agreement. EXECUTED as a deed poll. EXECUTION BY NEW GUARANTOR EXECUTION BY NEW INDIVIDUAL GUARANTOR I have read this document and had it explained to me. Signed sealed and delivered by in the presence of Signed sealed and delivered by in the presence of EXECUTION BY NEW CORPORATE GUARANTOR EXECUTED by the Guarantor in accordance with Section 127 of the Corporations Act 2001: Director Sole Director and Secretary/Director/Company Secretary Print name Print name * Use additional pages if required [Check stamp duty liability of deed poll before signing] Page 33 of 40

34 THIS PAGE INTENTIONALLY LEFT BLANK Page 34 of 40

35 Schedule 4: Access Agreement TFM Fleet Online PARTIES: TOYOTA FINANCE AUSTRALIA LIMITED, trading as Toyota Fleet Management ABN of Level 7, 207 Pacific Highway St Leonards NSW 2065 ('TFM'); and The party referred to in Schedule 1 as the CUSTOMER. RECITALS: A. TFM and the Customer have, or are contemplating entering into a relationship by virtue of finance facility agreements relating to the hire of motor vehicles. B. TFM offers to its fleet customers TFM Fleet Online which is an online portal used to access, request, and manage information relating to the finance facility agreements and to facilitate the operation of and transactions pursuant to those finance facility agreements. C. The Customer has requested that TFM grant access to TFM Fleet Online for the purposes referred to in Recital B. D. TFM has agreed to provide access to the Customer to TFM Fleet Online in accordance with the terms and conditions set out in this Agreement. IT IS AGREED: 1. DEFINITIONS 1.1 In this Agreement, unless the contrary intention appears: 'Accounts Payable Novated Lease means the user type responsible for making payments within TFM Fleet Online for the novated lease agreements of the Customer and who is provided with access to TFM Fleet Online in accordance with clause 3.3. 'Agreement' means this agreement about TFM Fleet Online. 'Confidential Information' means the confidential information of a party, including information which: (a) is by its nature confidential; (b) is designated by a party as confidential; or (c) the parties ought to know is confidential; and includes without limitation information relating to: (d) TFM Fleet Online, including without limitation its design, specification and functionality; (e) the TFM Fleet Online Materials; and (f) this Agreement. 'HR Manager' means the representative of the Customer provided with access to TFM Fleet Online in accordance with clause 3.3. 'Intellectual Property Rights' means any intellectual property rights including without limitation Page 35 of 40 copyright, trademark, design and patent, whether created before, on, or after the date of this Agreement. 'Master Agreements' means any of a Master Lease Agreement, Master Term Purchase Agreement, Master Finance Lease Agreement, Master Fleet Facility Agreement, Master Novated Lease Management Agreement or any other agreement between TFM and the Customer existing at the date of this Agreement or otherwise entered into during the term of this Agreement and includes individual agreements relating to vehicles which are entered into pursuant to any of the aforementioned master agreements. 'Normal Working Days' means Monday to Friday, excluding public holidays in the State. 'Personal Information' has the same meaning as in the Privacy Act 1988 (Cth). 'Portal Administrator' means the representative of the Customer provided with access to TFM Fleet Online in accordance with clause 3.1. 'State' means the State referred to in clause 'TFM Fleet Online' means the online fleet portal operated by TFM and provided to the Customer in accordance with this Agreement. 'TFM Fleet Online Materials' means any user guides, training materials, specifications or other documents relating to TFM Fleet Online which are made available by TFM to the Customer. 'TFM Fleet Representative' means the account manager or other representative of TFM principally responsible for managing the relationship between TFM and the Customer. 2. ACCESS TO TFM FLEET ONLINE 2.1 From the date of this Agreement, TFM agrees to provide the Customer with access to TFM Fleet Online for the purpose of: (a) accessing, requesting and managing information about its Master Agreements; and (b) facilitating the operation of and transactions and payments pursuant to the Master Agreements. 2.2 The Customer acknowledges and agrees that its access to and use of TFM Fleet Portal is governed by: (a) this Agreement; (b) the Master Agreements; and (c) any terms, conditions, instructions or notices contained within TFM Fleet Online and notified to the Customer. 2.3 While TFM will use all reasonable endeavours to ensure that TFM Fleet Online operates efficiently and is available for access and use by the Customer between the hours of 8:30am to 5:00pm on Normal Working Days, TFM makes no guarantee as to the availability of TFM Fleet Online during these hours.

36 2.4 The Customer acknowledges and agrees that: (a) TFM Fleet Online may be unavailable from time to time due to scheduled maintenance and upgrades; (b) TFM Fleet Online may be unavailable from time to time due to unforeseen events such as power outages or failures resulting from third party service providers, including third party internet service providers; (c) it is solely responsible for procuring or obtaining at its own expense all hardware, equipment, internet services and facilities necessary or required to operate TFM Fleet Online; (d) the quality of the TFM Fleet Online service will be determined by the Customer's own hardware, equipment, internet services and facilities; and (e) TFM may use the services of third parties or subcontract some or all of its obligations to third parties in conjunction with this Agreement or TFM Fleet Online. 3. USE OF TFM FLEET ONLINE 3.1 The Customer will nominate a representative as the Portal Administrator and TFM will provide that representative with a user name and password to access and use TFM Fleet Online on behalf of the Customer as its Portal Administrator. 3.2 The Portal Administrator will, save for the Customer's novated lease agreements with TFM, be principally responsible for managing the Customer's use of TFM Fleet Online, including the provision of user names and passwords to the employees, agents and contractors of the Customer who need to use TFM Fleet Online for the purposes referred to in clause Where the Customer has novated lease agreements with TFM and the Customer wishes to use TFM Fleet Online for matters concerning those novated lease agreements, the Customer may nominate representative(s) to be responsible for: (a) managing information about the Customer's novated lease agreements (which may include Personal Information of the Customer's employees) and transactions relating to those novated lease agreements; (b) making payments in relation to the novated lease agreements of the Customer, and TFM will provide such representative(s) with user names and passwords to access and use TFM Fleet Online on behalf of the Customer as its HR Manager (in the case of clause 3.3(a)) and Accounts Payable - Novated Lease (in the case of clause 3.3(b)). 3.4 The types of roles, responsibilities and available functionality for users of TFM Fleet Online are set out in the Schedule to this Agreement. The Customer acknowledges and agrees that: (a) it is responsible for the types of roles, responsibilities and functionality that are allocated to its employees, agents and contractors within TFM Fleet Online; (b) users of TFM Fleet Online are able to enter into transactions within TFM Fleet Online which will be binding on the Customer; and Page 36 of 40 (c) users within TFM Fleet Online are able to make payments to TFM which will be binding on the Customer. 3.5 The Customer warrants that the employees, agents and contractors who are provided with user names and passwords pursuant to this Agreement, either by TFM or the Portal Administrator, are authorised by the Customer to conduct the types of transactions and perform the types of acts on behalf of the Customer which are permitted for the user types allocated to those employees, agents and contractors. 3.6 The Customer acknowledges and agrees that its use of TFM Fleet Online is at its own risk and the Customer takes full responsibility for all transactions that occur within TFM Fleet Online. 3.7 Where a Master Agreement requires an act, notice, request, demand, transaction or communication to be made or performed in writing, and that act, notice, request, demand, transaction or communication is capable of being made or performed within TFM Fleet Online, then that act, notice, request, demand, transaction or communication shall be deemed to have been made in writing by an appropriately authorised officer of the relevant party. 3.8 The Customer shall ensure that each of their employees, agents and contractors who are provided with a user identification and password access and use TFM Fleet Online only in accordance with this Agreement and the Customer will at all times prevent unauthorised and unlawful access and use of TFM Fleet Online. 4. USER IDENTIFICATIONS AND PASSWORDS 4.1 The Customer shall ensure that user identifications and passwords for TFM Fleet Online are kept confidential and secure by its employees, agents and contractors at all times. 4.2 The Customer will, save for the Portal Administrator, HR Manager and Accounts Payable - Novated Lease, immediately deactivate the user identifications and passwords of its employees, agents or contractors where such employees, agents or contractors leave the employ of the Customer or are no longer permitted to use TFM Fleet Online. 4.3 The Customer will immediately notify TFM if: (a) any user identification or password has been lost, stolen, adversely disclosed or in any way compromised; or (b) the Portal Administrator, HR Manager or Accounts Payable - Novated Lease, leaves the employ of the Customer or is no longer permitted by the Customer to use TFM Fleet Online in that capacity. 4.4 Where the Customer requests that TFM create a user for the Customer that cannot be created by the Portal Administrator, TFM will endeavour to create that user by no later than 5.00pm on the next Normal Working Day. 4.5 Where the Customer requests that TFM deactivate a user which has been created for or by the Customer and deactivation cannot be undertaken by the Portal Administrator, TFM will endeavour to deactivate that user by no later than 5:00pm on the next Normal Working Day.

37 5. SUPPORT SERVICES 5.1 In the event that the Customer is unable to access TFM Fleet Online or TFM Fleet Online does not function properly for any reason, the Customer will immediately contact its TFM Fleet Representative by telephone or TFM will provide the Customer with telephone and support services for TFM Fleet Online between the hours of 8:30am to 5:00pm on Normal Working Days. The support services will be coordinated or provided by the Customer's TFM Fleet Representative. 5.3 While TFM will provide the support services with the aim of minimising any disruption to the Customer's use of TFM Fleet Online and will address problems, faults and requests using its best endeavours and as soon as reasonably possible, taking into account the nature and severity of that problem, fault or request, the Customer acknowledges that TFM does not guarantee any response or rectification times in conjunction with the support services. 5.4 The telephone and support services provided by TFM will include: (a) notification of work around and rectification timeframes; (b) provision of suitable work around solutions to user problems and faults with TFM Fleet Online; (c) rectification of user problems and errors with TFM Fleet Online; (d) provision of ad hoc advice and training on the proper use of TFM Fleet Online; (e) provision of user identifications which have been lost or forgotten by the authorised user; and (f) provision of new passwords where existing passwords have been lost or forgotten by the authorised user, or if the user's account has been locked out for some reason, but do not include, (g) rectification of faults in any end-user equipment, programs or systems used by the Customer in conjunction with TFM Fleet Online; and (h) the set up or configuration of any end-user equipment, programs or systems of the Customer. 6. INTELLECTUAL PROPERTY RIGHTS 6.1 All Intellectual Property Rights in TFM Fleet Online and the TFM Fleet Online Materials are and will remain vested in TFM or TFM's third party licensors. 6.2 The Customer shall not, during or at any time after the termination of this Agreement, permit any act which infringes the Intellectual Property Rights of TFM or TFM's third party licensors in TFM Fleet Online or the TFM Fleet Online Materials. 6.3 TFM grants to the Customer a non-transferable, non-assignable, non-exclusive licence to use: (a) TFM Fleet Online for the purpose of: (ii) accessing, requesting and managing information about its Master Agreements; and facilitating the operation of and transactions and payments pursuant to the Master Agreements; Page 37 of 40 (b) the TFM Fleet Online Materials for the purpose of using TFM Fleet Online in accordance with clause 6.3(a). 6.4 The Customer must not: (a) use TFM Fleet Online or the TFM Fleet Online Materials for any purpose other than as specified in this Agreement; (b) make TFM Fleet Online or the TFM Fleet Online Materials available to persons other than the employees, agents or contractors of the Customer who have been issued with user identifications and passwords pursuant to clause 3; (c) copy or use TFM Fleet Online or the TFM Fleet Online Materials in any way not specifically permitted under this Agreement; (d) reverse assemble or reverse compile, alter, modify, disassemble, decrypt or create derivative works of TFM Fleet Online or the TFM Fleet Online Materials; (e) rent, sell, transfer or sub-license all or part of TFM Fleet Online or the TFM Fleet Online Materials to any person; or (f) remove any copyright, trademark, confidentiality or other proprietary notices or labels on TFM Fleet Online or the TFM Fleet Online Materials. 6.5 This clause shall survive the termination of this Agreement. 7. CONFIDENTIALITY 7.1 A party ('Confidant') shall not, without the prior written approval of the other party ('Disclosing Party'), disclose Confidential Information of the Disclosing Party to any person other than to the Confidant's employees, agents or contractors who need to know or use the Disclosing Party's Confidential Information for the purpose of this Agreement and where such employees, agents or contractors have been made aware of the Confidant's obligations of non-disclosure and confidentiality. 7.2 The obligation of the Confidant under clause 7.1 will not be taken to have been breached where the Confidential Information is legally required to be disclosed, or is in the public domain other than as a result of a breach of this Agreement. 7.3 On the termination of this Agreement, each party will, where the Confidential Information is no longer required for the purpose of a Master Agreement or any other Agreement between the parties which remains on foot: (a) immediately cease all use of the Confidential Information of the other party; and (b) promptly return to the other party, all Confidential Information of the other party in its custody, possession or control, or if directed in writing, destroy all copies of that Confidential Information.

38 8. TERMINATION 8.1 The Customer may terminate its use of TFM Fleet Online for any reason by providing TFM with 30 days' written notice of its intention to terminate. On the termination of the Customer's use of the TFM Fleet Online, TFM will deactivate all user identifications and passwords that have been created for or by the Customer for TFM Fleet Online. 8.2 TFM may cease providing TFM Fleet Online or suspend access to TFM Fleet Online to the Customer for any reason by providing 90 days' written notice of its intention to do so. 8.3 Either party (a 'Terminating Party') may terminate this Agreement by notice in writing to the other party if: (a) the other party is in breach of any term of this Agreement and such breach is not remedied within 14 days' written notice by the Terminating Party, where such notice specified the breach and requested rectification of that breach; (b) other party is in breach of any term of this Agreement and such breach is not capable of being remedied; or (c) other party becomes subject to any form of insolvency event or insolvency administration. 8.4 For the avoidance of doubt, the parties acknowledge and agree that a breach of clause 6 by the Customer will constitute a material breach of the Agreement which is not capable of being remedied and for which TFM may immediately terminate the Agreement in accordance with clause 8.3(b). 8.5 The termination of this Agreement shall have no effect on any Master Agreement. 8.6 The termination of all Master Agreements shall result in the immediate termination of this Agreement. 8.7 Upon the termination of this Agreement for any reason, the Customer will: (a) return to TFM all TFM Fleet Online Materials and any other material provided by TFM; and (b) cease all use of TFM Fleet Online. 9. LIABILITY 9.1 TFM shall not be liable to the Customer for any loss, costs, liability, damages, including without limitation indirect, incidental, special or consequential damages, loss of data, profits, third party contracts or wasted expenditure arising directly or indirectly from: (a) any breach of this Agreement by TFM, whether fundamental or otherwise; (b) the Customer's use of or inability to use TFM Fleet Online or the TFM Fleet Online Materials; (c) any transactions which take place within TFM Fleet Online, whether authorised by the Customer or not; (d) any act or omission of TFM in any way connected with this Agreement. Page 38 of Nothing in this Agreement shall exclude, restrict or modify any condition, warranty or liability which may at any time be implied by any Trade Practices, Fair Trading legislation or regulation or any other State or Federal law where to do so is illegal or would render any provision of this Agreement void. In such cases and where permitted by the legislation TFM's liability in respect of any such provision shall be limited to: (a) in the case of TFM Fleet Online, the repair or rectification of any fault or error in TFM Fleet Online; (b) in the case of the TFM Fleet Online Materials and at the option of TFM, the replacement of the TFM Fleet Online Materials or the supply of equivalent materials; and (c) in the case of a service provided under this Agreement: (ii) the supply of the service again; or the payment of the cost of having the services supplied again, but only where the Customer has paid TFM a fee for that service. 10. PRECEDENCE OF DOCUMENTS 10.1 In the event of any inconsistency between: (a) any terms, conditions, instructions or notices contained within TFM Fleet Online and notified to the Customer and: (ii) the terms of this Agreement; or the terms of a Master Agreement, the terms, conditions, instructions or notices contained within TFM Fleet Online and notified to the Customer shall prevail to the extent of any inconsistency; or (b) the terms of this Agreement and the terms of a Master Agreement, the terms of this Agreement shall prevail. 11. GOVERNING LAW 11.1 This Agreement will be governed by and construed according to the laws of the State which governs the Master Agreements and the parties submit to the non-exclusive jurisdiction of the Courts of that State in respect of all matters relating to this Agreement. 12. SEVERANCE 12.1 In the event that any part of this Agreement is declared by any judicial or other authority to be void, illegal or otherwise unenforceable, the parties will endeavour to agree to such amendment which shall as far as possible effect the intentions expressed herein. The remaining provisions of this Agreement shall remain in full force and effect.

39 Schedule CUSTOMER DETAILS Full name ABN ACN Address TFM FLEET ONLINE USER TYPES Type Description Privileges & Restrictions Portal Administrator Views, edits, deletes, and creates TFM Fleet Online user accounts for a particular company or business unit. Views and transacts against all the company and related business units. Has access to all company and related business unit information. Includes administration of user accounts and associated contacts on behalf of the company (except Novated Lease contracts and payment functionality). Fleet Manager Primary contact point for a fleet customer. Has access to the following functionality for the given company and/or business unit: Vehicle search, main search, vehicle transfer, driver updates, variation requests and updates, payout requests and updates, order a replacement fuel card, perform a nearing termination decision, cost centre updates, reports and billing information. Fleet Administrator Assists the Fleet Manager with day-to-day contract management. Restrictions: Cannot add users, add contacts, make payments or view Novated Lease contract details. Has access to the following functionality for the given Company and/or business unit: Vehicle search, main search, can view drivers, variations, payouts, fuel cards, vehicles nearing termination replacement fuel card orders, nearing termination decision, cost centres, reports and billing information. Restrictions: Cannot make any updates or view Novated Lease contract details. Accounts Payable Tool of Trade HR Manager Accounts Payable Novated Lease Fleet Customer's Accounts contact for payments for the company and/or business units. Fleet customer Novated Lease contact for the company and/or business units. Fleet Customer's Accounts contact for Novated Lease payments for the company and/or business units. Has access to the following functionality for the given Company and/or business unit: Vehicle search, main search, view contract, vehicle details, reports, invoices and make payment on payout quotes and tax invoices. Restrictions: Cannot add users, add contacts, make any transfer, variation, nearing termination, or fuel card updates. Cannot view Novated Lease contract details. Has access to the following functionality for the given Company and/or business unit: Vehicle search, main search, transfer Novated Lease vehicles can view drivers, variations, payouts, fuel cards, vehicles nearing termination replacement fuel card orders, cost centres, reports and tax invoices. Restrictions: Can view Novated Lease contracts only. Has access to the following functionality for the given Company and/or business unit: Vehicle search, main search, view contract, vehicle details, reports, invoices and make payment on tax invoices. Restrictions: Can view Novated Lease contracts only. Cannot add users, add contacts, make any transfer, variation, or fuel card updates. Page 39 of 40

40 toyotafleetmanagement.com.au Copyright Toyota Finance Australia Limited Toyota Fleet Management is a division of Toyota Finance Australia Limited ABN Australian Credit Licence A member of the Toyota Group of Companies. Page 40 of 40 TFM0 21 (05/2012)