MASTER FLEET FACILITY AGREEMENT

Transcription

1 MASTER FLEET FACILITY AGREEMENT Terms and Conditions Date: Customer name: Customer number: Page 1 of 51

2 TABLE OF CONTENTS PART 1 DEFINITIONS AND INTERPRETATION Interpretation...3 PART 2 FINANCE AGREEMENT PROVISIONS Finance Agreements Delivery and mortgage Rent, repayments and interest Use of the Vehicle Registration Insurance and Casualty Event Customer Finance Agreement early termination option Repudiation Expiry of Finance Agreement Mitigation of Loss PART 3 FLEET MANAGEMENT Maintenance Replacement tyres Registration renewals Fuel card Tolling Telematics Car Sharing Telematics and/or Car Sharing (General provision for either Service) Emergency Services TFM Comprehensive Insurance (Fixed) TFM Comprehensive Insurance (Recharge) TFM Comprehensive Insurance (General provisions for both Fixed and Recharge) Substitute vehicle arrangements Managed Finance Agreement and additional Services General provisions for all Services Customer s financial obligations for Services PART 4 GENERAL PROVISIONS Acquisitions management Disposal service Related Corporation may join Agreement Examination Customer s obligations Warranties Payments and Taxes Indemnity and costs Notices and Authorised Persons General provisions Confidentiality and privacy Dealings, PPSA and variations Guarantee and indemnity Trust provisions Existing Finance Agreements and voluntary cessation Dispute resolution Governing law and jurisdiction Counterparts... 3 Schedules Schedule 1 Details Schedule 2 Related Corporation Nomination Form Page 2 of 51

3 Master Fleet Facility Agreement Terms and Conditions PART 1 DEFINITIONS AND INTERPRETATION 1. INTERPRETATION 1.1 Definitions In each Transaction Document: Actual Usage means, on the day when a Vehicle is returned under clauses.2(a), 9.2(a), 9.3(b) or 10.2(a) (and subject to clause 11.4), 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 this Master Fleet Facility Agreement between TFM, the Customer and any Guarantor as set out in the Details and this document. Amount Financed means, for a Chattel Mortgage, the dollar amount specified as the Amount Financed in its Finance Schedule. Authorised Person means, for a Transaction Party: (a) any director or company secretary; (b) each other person named as an Authorised Person in a Transaction Document; and (c) any other person nominated from time to time in accordance with clause 4.5(b). Authorised Service Centre means any manufacturer or TFM approved dealer or repair and service outlet as listed in the driver s kit provided to the Customer with the Vehicle or in the DriverDirect App. Budgeted Cost means, for a Service, the instalment amount specified as such for that Service in the Finance Schedule. Business Day means any day on which TFM is open for business in the State. Car Sharing Online Service means web based services used to manage the utilisation of the Vehicle Pool with a Car Sharing Service. Car Sharing Service means: (a) Easy Share Service; (b) Connected Share Service; or (c) Keyless Share Service. Page 3 of 51 Casualty Event means that a 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. Chattel Mortgage means, for a Vehicle, a loan contract and mortgage arising from TFM s acceptance of an offer made under clause 2.4 to enter into a Chattel Mortgage. Commencement Date means: (a) for a Service Agreement, the date of its Finance Schedule; and (b) for any other Finance Agreement for a Vehicle, the earlier of the day on which: (i) the Vehicle is delivered to the Customer or the Customer s driver; and (ii) TFM pays any part of the purchase price or Amount Financed for that Vehicle. Connected Share Service has the meaning give to it in clause Contract Usage means, for a Finance Agreement, the number of kilometres or hours specified as such in its Finance Schedule. Customer means: (a) each party named in the Details as the Customer; and (b) any Related Corporation which has become a party to this Agreement as a Customer by executing a Related Corporation Nomination Form. Customer Data means any information provided by or pertaining to the Customer generated, sent, received and/or stored by electronic means pursuant to this Agreement. Defect means for Telematics Service or a Car Sharing Service for a Vehicle, any failure of the relevant Telematics Unit, Keyless Entry Application, Keyless Hardware or Online Services to function in accordance with the functionality selected by the Customer for that Vehicle as specified in its Finance Schedule. Details means the document entitled Master Fleet Facility Agreement Details between TFM, the Customer and any Guarantor which includes details of the parties to this Agreement and any initial variations to this Agreement. (TFM note: a sample form of the Details is set out in Schedule 1. TFM will prepare separate execution counterparts of the Details for all parties with all of the details and variations filled in). DriverDirect App means the TFM mobile application entitled DriverDirect, downloadable

4 from the Apple App Store or Google Play, which allows a Customer s drivers to log trips, find fuel locations, record expenses, locate an Authorised Service Centre, locate an authorised tyre dealer and access TFM s driver s guide. Easy Share Service has the meaning give to it in clause Excess Charge means, for a Finance Agreement, the amount for each kilometre or hour specified as such 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 which are available at TFM s web site (toyotafleetmanagement.com.au or any replacement TFM web site address). Finance Agreement means: (a) a Chattel Mortgage; (b) a Finance Lease; (c) an Operating Lease; (d) a Service Agreement; or (e) a Term Purchase. A Finance Agreement includes each Service specified by the Customer in its Finance Schedule. Finance Lease means a lease of a Vehicle arising from TFM s acceptance of an offer made under clause 2.4 to enter into a Finance Lease. Finance Period means, for a Finance Agreement 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 or, where clause 10.3 applies, on the last day of the Finance Period as extended in accordance with that clause. Finance Schedule means: (a) for a new Finance Agreement, the Quote prepared by TFM which specifies the details for that Finance Agreement and which becomes the Finance Schedule for that Finance Agreement in accordance with this Agreement; and (b) for a variation to a Finance Agreement, the Quote prepared by TFM which specifies existing details and proposed variations for that Finance Agreement and which becomes the replacement Finance Schedule for that Finance Agreement in accordance with this Agreement. Page 4 of 51 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 Cost means, for a Service, the instalment amount specified as such for that Service in the Finance Schedule. GPS Networks has the meaning given to it in clause 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 liquidation, receivership or other appointment of a controller, administration of a corporation, arrangement, compromise, scheme, deregistration, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, actual or threatened cessation or suspension of business or payments or disposal of assets, bankruptcy, administration arising out of mental illness or incapacity, administration of an insolvent estate, death or anything similar. It also includes making an application, commencing proceedings, proposing or passing a resolution or taking any step towards any of those events. Insurance Terms and Conditions means, for a Vehicle on a day, the terms and conditions of the insurance cover or insurance for the Vehicle as set out in the then current product disclosure statement and certificate of insurance for the Vehicle. Keyless Entry Application means, for Keyless Entry Service for a Vehicle, a small, programmable application or device (such as a proximity fob, hardware disk or token or a RFID card) or mobile phone application which allows the Customer s driver to have keyless access to the Vehicle. Keyless Share Service has the meaning given to it in clause Keyless Hardware means, for Keyless Entry Service for a Vehicle, the hardware listed in its Finance Schedule. Login Credentials means, for Online Services, user names and passwords referred to in clause 27.2(a). 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 but excludes loss of profits and indirect, consequential, special or punitive damages. Managed Finance Agreement means any kind of chattel mortgage, lease, hire, rental or term purchase agreement for a vehicle between a Financier and the Customer as described in a Finance Schedule.

5 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 reasonable expenses 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 deed poll by which a person who is not a Guarantor at the date of this Agreement becomes a new Guarantor. Notified Usage means, for a Vehicle, the number of kilometres or hours notified by the Customer to TFM under clauses.2(b) or 9.2(b). Online Services means: (a) Telematics Online Services; or (b) Car Sharing Online Services. Operating Lease means a lease of a Vehicle arising from TFM s acceptance of an offer made under clause 2.4 to enter into an Operating Lease. Payment Date means, for a Finance Agreement, each date specified as such in its Finance Schedule and, where clause 10.3 applies, the corresponding day in each extended month of the Finance Period. Personal Information means personal information, as defined in the Privacy Act, or any opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about a person whose identity is apparent or can reasonably be ascertained from the information or opinion. Post Delivery Notification means, for a Vehicle, the Customer s acknowledgement that it has taken delivery of that Vehicle in accordance with this Agreement. PPSA means the Personal Property Securities Act 2009 (Cth). PPSA Deemed Security Interest means an interest of the kind referred to in section 12(3) of the PPSA where the transaction concerned does not, in substance, secure payment or performance of an obligation. Privacy Act means the Privacy Act 19 (Cth). Privacy Laws means any legislation or other regulatory instrument, whether Australian or otherwise, which affects privacy or Personal Information (including the collection, handling, possession, processing, storage or use of Personal Information or data) and includes the Privacy Act and any ancillary rules, guidelines, orders, directions, directives, codes of conduct or other instruments made or issued thereunder. Purchase Price means, for any purchase and sale agreement for a Vehicle under clause 40.2, its GST inclusive on road cost (including all related third party expenses and Taxes) which TFM pays to the dealer or other supplier to purchase that Vehicle as specified in the Finance Schedule for that agreement. Quote means, for a proposed Finance Agreement, a proposed variation of an existing Finance Agreement or a proposed early termination of an Page 5 of 51 existing Finance Agreement, a document prepared by TFM setting out details and other matters to regulate the proposed Finance Agreement, variation or early termination and which the Customer may accept in accordance with the relevant provisions of this Agreement. Recharge Cost means, for a Service which the Customer specifies in the Finance Schedule as payable on a Recharge Cost basis, each periodic amount paid or payable by TFM to the Authorised Service Centre or other third party Service provider on the Customer s behalf and specified in an invoice from TFM to the Customer. Related Corporation means a person which is a related corporation or an affiliated entity of a party named in the Details as the Customer. Related Corporation Nomination Form means a completed form substantially in accordance with Schedule 2 by which each party named in the Details as the Customer requests TFM to transact business with a Related Corporation on the same terms and conditions as are set out in this Agreement, executed by that Related Corporation, each existing Transaction Party and TFM. Rent means, for a Vehicle and a Finance Lease, Operating Lease or Term Purchase, the periodic amount specified as such in its Finance Schedule. Residual Value means, for a Vehicle and: (a) a Finance Lease, the amount specified as such in its Finance Schedule; and (b) an Operating Lease, the amount which TFM estimates will be the value of the Vehicle at the end of the Finance Period and which TFM uses to calculate the Rent. Resolution and Resolve are references to the implementation of a permanent solution to a Defect. 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; (b) retention of title (other than in the ordinary course of day-to-day trading) and a deposit of money by way of security; and (c) any security interest within the meaning of section 12 of the PPSA. It does not include a PPSA Deemed Security Interest. Service means a service specified in Part 3 of this Agreement provided, or to be provided, for or in connection with a Finance Agreement for a Vehicle (or a Customer owned or nominated vehicle) as specified by the Customer in a Finance Schedule. It includes an Online Service. Service Agreement means an agreement for the provision of Services for a Managed Finance Agreement, a Vehicle or a Customer owned or nominated vehicle, arising from TFM s acceptance of an offer made under clause 2.4 to enter into a Service Agreement.

6 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 arranging and managing the provision or supply of Services under a Finance Agreement up to the time when that Finance Agreement expires or terminates and which TFM certifies has not been recouped by it from Service payments which it has received under that Finance Agreement. State means, for a Finance Agreement, the State or Territory specified in its Finance Schedule. Support Services means the services described in clause Tax means any tax (including any tax in the nature of a GST), rate, levy, impost, duty or regulatory fee, charge, cost or insurance premium (other than a tax on the net income of TFM) and any interest, penalty, fine or expense relating to any of them. Telematics means vehicle monitoring systems such as global positioning systems, data transfer systems and individual vehicle component sensors or measuring devices. Telematics Online Services means web based services for use with Telematics. Telematics Service has the meaning given to it in clause Telematics Unit means, for Telematics Service for a Vehicle, the telematics equipment listed in its Finance Schedule. Termination Amount means, for a Finance Agreement for a Vehicle on a day, the amount calculated for the Vehicle by TFM which, on that day, equals the sum of: (a) for a Finance Lease or an Operating Lease: (i) the principal and interest component of each instalment of Rent which is due for payment under its Finance Agreement after that day; and (ii) the Residual Value of that Vehicle; (b) for a Chattel Mortgage or a Term Purchase, the principal and interest component of each repayment or Rent instalment (including the final balloon instalment) which is due for payment under that Chattel Mortgage or Term Purchase after that day, 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 Rent or repayment instalment 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 clause 2.4 to enter into a Term Purchase. Page 6 of 51 TFM means Toyota Fleet Management, a division of Toyota Finance Australia Limited ABN , AFSL and Australian Credit Licence number TFM Fleet Online means, for a Customer which enters into TFM Fleet Online at TFM s web site (toyotafleetmanagement.com.au or any replacement TFM web site address), the online fleet portal operated by TFM and used to access, request and manage information relating to, and facilitate the operation of, Finance Agreements. Transaction Document means: (a) this Agreement; (b) a Finance Agreement; (c) a Finance Schedule; (d) a Post Delivery Notification; (e) a delivery settlement advice (see clause 3.1(e)); (f) for an early termination of a Finance Agreement under clause, the payout Quote accepted by the Customer; (g) a sale and purchase agreement made in accordance with clause 40; (h) a Related Corporation Nomination Form; (i) a New Guarantor Deed Poll; ( j) for a Customer which enters into TFM Fleet Online, the Access Agreement TFM Fleet Online between TFM and the Customer, accepted by the Customer at TFM s web site (toyotafleetmanagement.com.au or any replacement TFM web site address); (k) a document (including a Security Interest) which guarantees or secures any obligation of a Transaction Party under a Transaction Document; or (l) a document or agreement entered into for the purpose of varying or novating any of the above or which TFM and a Transaction Party agree is a Transaction Document. Transaction Party means any Customer or any Guarantor. Trust means each 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 or any purchase and sale agreement made in accordance with clause 40, each passenger or commercial vehicle or other good as described in its Finance Schedule or Quote and/or specifically identified in its Post Delivery Notification, including any permitted parts and accessories fitted to the Vehicle and other attached items and Service Records and (for any Finance Agreement) any replacement, substitute or relief vehicle or good acquired with the proceeds of any insurance, indemnity, compensation or other arrangement.

7 Vehicle Pool means, for the Customer and a Car Sharing Service, each Vehicle under a Finance Agreement with the Customer which has that Car Sharing Service specified as a Service for that Vehicle in its Finance Schedule. Website means for Telematics Online Services or Car Sharing Online Services for a Vehicle, the relevant website URL notified by TFM to the Customer when the Customer enters into the Finance Agreement for that Vehicle or such other web address as may be specified by TFM from time to time. 1.2 GST definitions In each Transaction Document ABN, acquisition, adjustment event, adjustment note, consideration, goods, GST, GST law, input tax credit, luxury car, recipient created tax invoice, 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 (Cth). 1.3 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, the relevant Transaction Document. (f) A reference to a party to a Transaction Document or another agreement or document includes the party s executors, successors, administrators and permitted substitutes or assigns. (g) A reference to legislation or to a provision of legislation includes a modification or re-enactment 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. (i) A reference to conduct includes an omission, statement or undertaking, whether or not in writing. ( j) 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. Page 7 of 51 (l) A reference to a right or obligation of any two or more 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: (i) the Customer means each Customer or, where the context requires, any Customer or either Customer (as appropriate and in accordance with clause 1.4); (ii) 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. 1.4 Customer obligations several If more than one person constitutes the Customer for the purposes of any Transaction Document (including by virtue of the execution of a Related Corporation Nomination Form) the obligations and rights of each such person under the Transaction Document are several and: (a) a failure of such person to carry out its obligations under the Transaction Document shall not relieve any other person of its obligations; (b) no such person shall, unless it is also a Guarantor, be responsible for the obligations of another person; (c) a representation, warranty or acknowledgement is given in respect of such person only; and (d) a repudiation of a Finance Agreement or another Transaction Document by one person will not constitute a repudiation by any other person. 1.5 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 a Transaction Document) includes it as amended, varied, novated, supplemented or replaced from time to time, except to the extent prohibited by that agreement or document. 1.6 Accounting terms Accounting terms, at any time, are to be interpreted according to accounting principles, practices and standards applying by law or otherwise generally accepted in Australia at that time, consistently applied.

8 PART 2 FINANCE AGREEMENT PROVISIONS 2. FINANCE AGREEMENTS 2.1 Quote for new Finance Agreement If the Customer wants to enter into a new 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 Quote for a variation to an existing Finance Agreement If the Customer wants to vary an existing Finance Agreement with TFM, the Customer may request TFM to provide a revision Quote for the proposed variations to that Finance Agreement. TFM may then prepare a revision Quote setting out (as applicable): (a) details for the existing Finance Agreement; (b) particulars of the proposed variations to that Finance Agreement; and (c) such other matters as may be appropriate to regulate the variations to that Finance Agreement. 2.3 Quote is indicative A Quote does not constitute an offer by TFM to the Customer. TFM may vary or revoke a Quote. 2.4 Making or varying a Finance Agreement (a) If the Customer wants to enter into a new Finance Agreement with TFM or vary an existing Finance Agreement with TFM, the Customer must deliver to TFM (including by way of facsimile or scanned PDF format attachment) a Quote signed by an Authorised Person. (b) The Customer must specify in a Quote for a proposed Finance Agreement, for each Vehicle specified in that Quote, the type of Finance Agreement for that Vehicle which the Customer wants to enter into with TFM. (c) The delivery of a signed Quote will constitute an irrevocable offer by the Customer to enter into, or vary, the Finance Agreement specified in that Quote 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 by the Customer to enter into a new Finance Agreement by ordering Page of 51 the Vehicle or paying the whole or any part of its purchase price or Amount Financed or, for a Service Agreement, providing a Service. Any such acceptance is effective without a notice to the Customer. By that acceptance: (i) TFM agrees to enter into that Finance Agreement with the Customer; and (ii) the Quote becomes the Finance Schedule for that Finance Agreement. (e) On acceptance of a signed revision Quote by TFM (which TFM will confirm to the Customer): (i) the existing Finance Agreement is varied as specified in the revision Quote with effect from the revision effective date specified in the revision Quote; and (ii) the revision Quote becomes the new Finance Schedule for that Finance Agreement in substitution for the existing Finance Schedule; and (iii) the variations specified in the revision Quote will then apply for the balance of the Finance Period. (f) A Finance Agreement comprises this Agreement and each related Transaction Document. 2.5 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. 2.6 Term A new Finance Agreement begins on the Commencement Date and ends on the first to occur of: (a) the last day of the Finance Period; (b) when the Finance Agreement terminates in accordance with clauses 7. or.3; and (c) when TFM terminates the Finance Agreement in accordance with clause 9.1(b). 2.7 Payment of Amount Financed TFM will, for a new Chattel Mortgage, provide the Amount Financed from a loan account opened in the Customer s name and pay the Amount Financed as the Customer directs TFM. 3. DELIVERY AND MORTGAGE 3.1 Vehicle 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 after TFM notifies the Customer that the Vehicle is ready for delivery and must provide TFM with a Post Delivery Notification.

9 (b) The Customer authorises a person which it nominates in a Finance Schedule as a driver to sign the Post Delivery Notification for the Vehicle on behalf of the Customer. (c) TFM will take all reasonable steps within its control to ensure that each Vehicle is delivered on or before the designated delivery date in the Finance Schedule. (d) TFM is not liable for any failure or delay by the Customer in obtaining delivery of the Vehicle unless that 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. (e) TFM will, for each Vehicle specified in a Finance Schedule, give the Customer at or about the time that Vehicle is delivered, a delivery settlement advice setting out the final particulars for the Finance Agreement for that Vehicle. Where a particular specified in a delivery settlement advice differs from the particular specified in the Finance Schedule, the delivery settlement advice particular prevails. The Finance Schedule is taken to be varied accordingly. 3.2 Mortgage For a Chattel Mortgage, the Customer gives and TFM takes a mortgage of: (a) the Vehicle under that Chattel Mortgage; (b) any vehicle or good acquired in replacement for, and any accessions or accessories added or affixed to, that Vehicle; and (c) any proceeds (within the meaning of the PPSA) of that Vehicle. This mortgage secures all amounts payable by the Customer under that Chattel Mortgage. 4. RENT, REPAYMENTS AND INTEREST 4.1 Rent The Customer must pay the Rent (and any management fee specified in the Finance Schedule) to TFM on each Payment Date. 4.2 Chattel Mortgage interest and repayments (a) The Customer must, for a Chattel Mortgage, repay the Amount Financed and pay interest on the Amount Financed (and any management fee specified in the Finance Schedule) on each Payment Date in accordance with its Finance Schedule. The repayment details are set out in that Finance Schedule. (b) Interest for a Chattel Mortgage is calculated at the interest rate specified in its Finance Schedule on monthly or structured rests and charged to the Customer s loan account in advance or arrears on the dates on which repayments are required to be made by the Customer under the Chattel Mortgage. Page 9 of Contract Usage TFM calculates the Rent for a Finance Lease, Operating Lease or Term Purchase and the repayment instalments for a Chattel Mortgage 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 will give the Customer a kilometer deviation report and may recommend that the Customer vary the Contract Usage and/or the Rent or repayment instalments to reflect the Customer s higher Vehicle usage. TFM will with its recommendation give the Customer a revision Quote for the Finance Agreement with reasonable details of the proposed variation to reflect the Customer s higher Vehicle usage. The relevant provisions of clause 2 apply to that Quote. 5. USE OF THE VEHICLE 5.1 TFM s interest in Vehicle A Vehicle under a Finance Lease, Operating Lease or Term Purchase will always be the property of TFM. The Customer only has a right to use it. A Vehicle under a Chattel Mortgage is the Customer s property. TFM has a mortgage of it. 5.2 Customer must protect TFM s interest The Customer must take all steps which TFM asks of it to protect the interest of TFM in the Vehicle. This includes: (a) not installing anything on or in the Vehicle (including a part or accessory) which is inconsistent with the rights of TFM in the Vehicle; (b) when relevant, making clear to other people that TFM owns, or has a mortgage of, the Vehicle; (c) informing TFM of any seizure or attempted seizure of a Vehicle; and (d) not doing or allowing 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. 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 remove, or attempt or threaten to remove, the Vehicle from mainland Australia or Tasmania.

10 5.5 Compliance with laws The Customer must comply with all laws including registration and licensing requirements relating to the Vehicle or its use. remove them without damage to the Vehicle at the end of the Finance Period or pay TFM to remove them in accordance with clauses.2(f), 9.2(f) or 10.2(d). 5.6 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 The Customer must: (a) keep the Vehicle in good repair and working order (Fair Wear and Tear excepted); (b) deliver the Vehicle to an Authorised Service Centre for each scheduled inspection, maintenance and repair (including, where applicable, for the purpose of clauses 20.1 or 20.2); (c) (except where the Customer selects scheduled or full maintenance as a Service for the Vehicle in accordance with clauses 20.1 or 20.2), pay for inspection, maintenance and repairs to the Vehicle; and (d) make sure that all Service Records relating to the Vehicle are maintained in accordance with the manufacturer s instructions and recommendations. 5. 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.(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). 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 (including all parts and accessories) will be part of the Vehicle and: (d) for a Finance Lease, Operating Lease or Term Purchase, TFM s property; or (e) for a Chattel Mortgage, subject to TFM s mortgage. The Customer must report to TFM any damage or defect in the odometer or hourmeter and 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 (for a Vehicle under a Finance Lease or an Operating Lease) Page 10 of REGISTRATION 6.1 Customer to register Vehicle Where a Vehicle is registrable, the Customer must, during the Finance Period: (a) arrange for an inspection of the Vehicle where such inspection is required by the transport authority in the State; and (b) (except where the Customer selects registration renewals as a Service for the Vehicle in accordance with clause 22), register and obtain compulsory third party insurance for the Vehicle in the Customer s name (as if it were the owner) and with an office of the Customer as the registered address, unless TFM asks the Customer to register the Vehicle in another name or at another address. 6.2 Customer not to change details The Customer must not, without TFM s consent (and taking such other steps as TFM requests): (a) change the registration number of the Vehicle; or (b) register the Vehicle in any state or territory other than the original State. If TFM gives its consent, the Customer must inform TFM about the new registration details for the Vehicle. 7. INSURANCE AND CASUALTY EVENT 7.1 Risks The Customer assumes all risks and liabilities for the Vehicle and its use, maintenance, repair and storage. 7.2 Policies to be taken out The Customer must take out the following insurances: (a) (except where the Customer selects TFM Comprehensive Insurance as a Service for the Vehicle in accordance with clauses 29 or 30), a comprehensive insurance: (i) against loss, theft or destruction of, or damage to, the Vehicle for its full market value; and (ii) in connection with the Vehicle or its use covering the Customer and TFM against all risks in respect of third parties and damage to property for an amount not less than $20,000,000 or any higher amount which TFM reasonably requires; and (b) for all other risks which TFM reasonably requires or which must be covered by law.

11 7.3 Insurance provisions For each insurance taken out under this clause 7, the Customer must: (a) take out the insurance with a reputable insurance company; (b) pay on time all amounts necessary to maintain the insurance; (c) have TFM s interest noted on the insurance policy; and (d) give TFM any information it requests about the insurance. The Customer must not: (e) do or fail to do anything which might allow an insurer to refuse any claim under the insurance; or (f) 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. 7.5 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. 7.7 Customer s obligations on insurance payout If the insurer decides to pay out the Customer s claim the Customer must on the next Payment Date, pay to TFM: (a) the Termination 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 Casualty Event; and (b) the Service Reimbursement Amount and any other amount which it still owes under the Finance Agreement for the affected Vehicle. The Customer must account to TFM for any insurance proceeds which it receives. The Customer may also, at any time following payment of the Termination Amount under clause 7.7(a), ask TFM to conduct a reconciliation of the Customer s liability for the Termination Amount by taking into account all amounts received from insurers and other persons as a result of the Casualty Event. TFM will give the Customer that reconciliation following receipt of the request. 7. Consequential arrangements The Finance Agreement for the affected Vehicle terminates on the day on which the Customer complies with clause 7.7. TFM will refund to the Customer any amount which it receives from an insurer or other person as a result of the Casualty Event, after the Customer has made its payment under clause 7.7, and up to the amount which the Customer paid under clause 7.7(a). 7.6 Casualty Event If a Vehicle suffers a Casualty Event the Customer must notify TFM, lodge the necessary insurance forms with its insurer and enforce its claim as soon as possible after the event and, upon request, provide TFM with a copy of those forms and information about the progress of its claim. Where necessary for the enforcement of that claim, the Customer and TFM will co-operate to execute any document or take any step in connection with that claim. The insurer (or TFM) will notify the Customer whether the insurer decides to pay out the Customer s claim or to replace or substitute the Vehicle with another vehicle. TFM s obligation to provide Services for that Vehicle ceases when the insurer decides to pay out the Customer s claim. If the insurer decides to replace or substitute the Vehicle with another vehicle TFM may (in its absolute discretion): (a) continue to apply the Finance Agreement to that vehicle. The Customer and TFM will continue to comply with that Finance Agreement as it applies to that vehicle for the balance of the Finance Period; or (b) notify the Customer that it will terminate the current Finance Agreement and enter into a new Finance Agreement with the Customer for the replacement or substitute vehicle. Page 11 of 51. CUSTOMER FINANCE AGREEMENT EARLY TERMINATION OPTION.1 Termination option The Customer may, at any time during the Finance Period of a Finance Agreement, ask TFM to give the Customer a payout Quote for the amount which would (in addition to the amounts payable under clauses.2(e), (f) and (g)) be payable under clause.2 in order to terminate a Finance Agreement for a Vehicle. If the Customer wants to terminate a Finance Agreement on the basis of a payout Quote, the Customer must, on or before the end of its validity period, deliver to TFM (including by way of facsimile or scanned PDF format attachment) a payout Quote signed by an Authorised Person. The delivery of a signed payout Quote will constitute an irrevocable offer by the Customer to terminate that Finance Agreement which TFM may accept in its absolute discretion. On acceptance (which TFM will confirm to the Customer), the Finance Agreement will be terminated in accordance with clause.2. The Customer s right to request a payout Quote ceases when a fundamental obligation of a Finance Agreement (as specified in clause 9.1(a)) is not complied with, regardless of whether it can be remedied or whether TFM has accepted the repudiation.

12 .2 Obligations following early termination The Customer must, for a Vehicle under a Finance Lease or an Operating Lease, before the end of the validity period of the payout Quote: (a) return or surrender the Vehicle in good repair and working order (Fair Wear and Tear excepted) to the place that TFM nominates; (b) 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 time it returns or surrenders the Vehicle; (c) 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; and (d) pay to TFM an amount equal to the Termination Amount less the Market Value of the Vehicle. The Customer must, for a Vehicle under a Chattel Mortgage or Term Purchase, before the end of the validity period of the payout Quote, pay to TFM the Termination Amount. Upon notification by TFM, the Customer must pay the following amounts to TFM: (e) for a Finance Lease or an Operating Lease, where the Finance Schedule for the Vehicle specifies an Excess Charge amount, the Excess Charge (as notified by TFM to the Customer) for each kilometre or hour by which the Vehicle s Actual Usage exceeds its Notified Usage; (f) for a Finance Lease or an Operating Lease, if applicable, the amount which TFM certifies is necessary to restore the Vehicle to good repair and working order (Fair Wear and Tear excepted); and (g) for any Finance Agreement, the Service Reimbursement Amount and any other amount which it still owes under the Finance Agreement for that Vehicle..3 Consequential arrangements The Finance Agreement for the affected Vehicle terminates on the day on which the Customer complies with clause.2. TFM will then (for a Chattel Mortgage or Term Purchase) comply with clauses 10.4 or Other Finance Agreements not affected Clauses.1 to.3 (inclusive) do not affect the finance, lease or hire of any other Vehicle under a Finance Agreement which is not the subject of an accepted payout Quote. 9. REPUDIATION 9.1 Fundamental obligations (a) These are the fundamental obligations of a Finance Agreement: Page 12 of 51 (i) 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. (ii) The Customer must comply with its obligations under clauses 5 (Use of the Vehicle), 6 (Registration), 7.2 (Policies to be taken out), 7.3 (Insurance provisions), 10.2(a) (return of Finance Lease or Operating Lease Vehicle on last day of Finance Period), 34.1 (Directions), 44.2 (Information), 51.1 (No dealing) and 51.3 (Security Interests). (iii) A Transaction Party must not become Insolvent. (iv) Except where the Customer is a listed public company or trustee of a listed unit Trust, there must not be a sale, transfer or other disposition of any of the shares in the capital of the Customer or of any of the units in the Trust for which the Customer is the trustee which has the effect of altering the effective control of the Customer or that Trust without TFM s prior consent. (v) The Customer s: (1) business or financial position as a whole; or (2) ability as a whole to perform its financial or other material obligations under the Transaction Documents, must not, in the reasonable opinion of TFM, become unsatisfactory. (vi) TFM must not, in the reasonable opinion of TFM, have been induced to enter into the Finance Agreement by fraud on the Customer s part. (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 with the Customer. (b) If: (i) a fundamental obligation of a Finance Agreement is not complied with and either: (A) the non-compliance is not capable of remedy; or (B) TFM gives the Customer notice of the non-compliance with a period of not less than 10 Business Days to remedy it and the Customer does not remedy that non-compliance by the end of that period; or (ii) TFM reasonably believes that the Customer has removed or disposed of a Vehicle or intends to remove or dispose of a Vehicle without its permission, or that urgent action is necessary to protect a Vehicle,

13 then: (iii) the Customer will be taken to have repudiated the relevant Finance Agreement and each other Transaction Document; and (iv) 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 in its absolute discretion accept any of those repudiations by giving the Customer a notice terminating any Transaction Document or other agreement. The Customer will then owe a single, aggregate amount under this Agreement to TFM for all terminated Transaction Documents and other agreements. The provisions of clause 46.7 will apply. 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: (a) return or surrender the Vehicle in good repair and working order (Fair Wear and Tear excepted) to the place that TFM nominates; (b) 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 time it returns or surrenders the Vehicle; and (c) 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 demand by TFM, the Customer must pay the following amounts to TFM for each applicable Vehicle: (d) as liquidated damages for loss of bargain, the Termination Amount; (e) where the Finance Schedule for the Vehicle specifies an Excess Charge amount, the Excess Charge (as notified by TFM to the Customer) for each kilometre or hour by which its Actual Usage exceeds its Notified Usage; (f) if applicable, the amount which TFM certifies is necessary to restore the Vehicle to good repair and working order (Fair Wear and Tear excepted); and (g) the Service Reimbursement Amount and any other amount which it still owes under the Finance Agreement for that Vehicle. 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. Page 13 of Rights following repudiation If TFM gives the Customer a notice under clause 9.1(b) TFM may: (a) begin enforcement proceedings against the Customer in relation to any of those repudiations (including by enforcing its mortgage over a Vehicle under a Chattel Mortgage); and (b) unless restricted by law from doing so, take possession of any applicable Vehicle. 9.4 Reinstatement After it accepts the Customer s repudiation of a Transaction Document, TFM may, in its absolute discretion, still permit the Customer to reinstate that Transaction Document. If TFM permits the Customer to reinstate a Transaction Document the Customer must immediately: (a) pay each overdue amount due under that Transaction Document (calculated as if the Customer had not repudiated that Transaction Document); and (b) remedy each other fundamental obligation which it has not complied with. TFM may in its absolute discretion impose other conditions. 9.5 Failure to take delivery If the Customer fails to take delivery of the Vehicle in accordance with clause 3.1(a) while it is available and, if the non-delivery can be remedied, it is not remedied within 10 Business Days of notice from TFM requiring its remedy, 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, clause 11.3 will apply. 10. EXPIRY OF FINANCE AGREEMENT 10.1 TFM will contact Customer TFM will contact the Customer before the expiry of a Finance Agreement (except a Finance Agreement which is a Chattel Mortgage or 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 for a further term; or (c) enter into another agreement for the Vehicle Customer s obligations on expiry Finance Lease and Operating Lease 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.