master asset finance agreement… · master asset finance agreement part a - details us abn address...

Master Asset Finance Agreement

Contract Number _____________________

NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937

ATTENTION: INTENDING GUARANTORS

� The guarantor should seek independent legal and financial advice on the effect of the guarantee and indemnity contained in this document before the guarantor agrees to sign it.� The guarantor can refuse to sign this document.� There are financial risks involved in signing this document (for example, it may become necessary for the guarantor to sell its assets so that the guarantor can pay us).� The guarantor has the right to limit its liability under the guarantee and indemnity contained in this document in accordance with the Code of Banking Practice (if it applies to the guarantee and indemnity contained in this document) and as allowed by law.� The guarantor can request information about any asset finance agreement, credit contract or other facility or financial obligations to be guaranteed (including any existing asset finance agreement, credit contract, facility or financial obligation with us to be refinanced by the new asset finance agreement, contract, facility or financial obligation).� If the guarantee and indemnity contained in this document is stated to be subject to a limit, it covers liability under a future asset finance agreement, credit contract or other facility or financial obligation to the extent it (together with all other existing credit contracts, facilities or other financial obligations guaranteed by this guarantee and indemnity) is within that limit, or if we give the guarantor a copy of the relevant contract document and subsequently obtain the guarantor's written acceptance of the extension of the guarantee and indemnity contained in this document in this regard.

This document (containing the guarantee and indemnity) is an important document.

By signing it the guarantor becomes personally responsible instead of, or as well as, the customer for amounts (up to any guaranteelimit described in the Details, and otherwise not subject to any limit) even if the guarantor has given us separate security interests.These amounts may include amounts which can increase, for example if an asset finance agreement is terminated early for anyreason or if this document or an asset finance agreement is varied or amended.

The guarantor can become responsible for additional amounts not included in the guarantee limit described in the Details.

It is likely that we will be able to resort to any mortgage or other security interest granted to us by the guarantor which we alreadyhold or which you give us in the future as security for the amounts covered by this document. If you are an individual this wouldinclude any mortgage we hold over the family home.

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Part A - Details

Us

ABN

Address

Name

12 004 044 937

NAB EQUIPMENT FINANCELEVEL 1800 BOURKE STREETDOCKLANDS VIC 3008

NATIONAL AUSTRALIA BANK LIMITED

TT9999 PTY LTD

Address 11 MIDDLE PARK DRIVEPOINT COOK VIC 3030

ABN

Name

You

52 168 537 531

Company

Authorised Persons

Any ____ of the following authorised persons to sign:

Signature of Authorised Person

Full Name

THOMAS TRINH

Title

DIRECTOR

Date

THOMAS


TRINHSurname

Name

Guarantor

Guarantee Limit

The guarantee limit is:

� $115,500.00 (comprising amount of any nature including rent instalments, principal, interest, costs or otherwise);

plus

� interest, fees, costs and taxes accrued and not paid by the customer at the time we serve a demand to pay on the guarantor, up to the amounts payable for the 12 months ending on the date of the service of our demand on the guarantor.

In addition to the guarantee limit described above, the guarantor may also be liable under 32 and 35 of this agreement for amountsstated to be payable solely by the guarantor.

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1

X

SIGN

HERE

3 Ownership

4 Rent and variation of rent

5 What happens at the end of the term

6 What happens when the goods are returned

This agreement sets out terms applicable to a lease agreement, a hire purchase agreement or a loan agreement (each an assetfinance agreement). To enter into an asset finance agreement with us for goods you must sign a schedule and give it to us. Oncewe sign a schedule, an asset finance agreement for the goods exists on the terms of this agreement and the schedule, readtogether. We need not accept any schedule you give us.

Each asset finance agreement is a "security agreement" for the purposes of the PPSA. The security interests granted under eachasset finance agreement attach to the collateral in accordance with the PPSA and the parties confirm that they have not agreed thatany security interest granted under an asset finance agreement attaches at a later time.

We always own the goods and you only have a right to use them. Where the asset finance agreement is a hire purchaseagreement and you pay the amount set out in 5, title to the goods passes to you on the terms in 5. Despite us owning the goods,you bear the entire risk of loss arising from the goods (including because of theft, destruction or damage).

You must pay the rent instalments and related stamp duty under each lease agreement and hire purchase agreement on eachpayment date.

Once paid, these amounts are not refundable for any reason. If an asset finance agreement is a lease agreement and:� a tax event occurs reducing our effective rate of return under the lease agreement; and� we have not been indemnified in respect of the tax event under the lease agreement,then, we may vary one or more of the rent instalments, the payment dates or the residual value so as to take account of the taxevent. We may do so in our absolute discretion and by notifying you in writing of the variation.

Once you have paid all rent instalments and other amounts payable under an asset finance agreement which is a hire purchaseagreement and are not then in default under this agreement or any asset finance agreement, title to the goods passes to you on an"as is where is" basis without any representation or warranty from us as to title, condition or any other matter.

Where the asset finance agreement is a hire purchase agreement and title to the goods does not pass to you or where the assetfinance agreement is a lease agreement, then on the last day of the term, you must:� return the goods to us in good working order and condition (fair wear and tear excepted) to a place we nominate;� give us all records together with a signed transfer in favour of us or a person we nominate and all certificates of registration; and� pay us any amount payable under the lease agreement or hire purchase agreement.

If the asset finance agreement is a lease agreement and if you do not return the goods, you must pay us on demand rent for holdingover for each day you fail to return the goods in an amount equal to the average daily amount of the rent instalments payable by youduring the term of the lease agreement. We can give you a notice at any time requiring you to return the goods. The residual valuedoes not reduce because rent for holding over is payable.

This clause 6 does not apply if the goods are subject to sections 120 and 121 of the Goods Act 1958 (Vic) or the regulatorylegislation applies (see 7). Otherwise, as soon as practicable after any goods are returned to us, we must:� offer them for sale at a public auction and we need not include any representation or warranty as to title, condition or any other matter; or� attempt to re-lease or re-hire them.

We agree to pay you the net sale proceeds up to their termination value less any amounts you owe us for any reason.

If the asset finance agreement is a lease agreement and the net sale proceeds are less than their residual value, then you must payus the difference on demand by way of indemnity for the capital loss sustained by us. The net sale proceeds are to be taken to bezero if the goods are not sold, re-leased or re-hired within one month after first being offered for sale, re-lease or re-hire.

2 Delivery and PossessionYou must obtain possession to the goods. We are to be taken to have delivered the goods to your possession and you are to betaken to have accepted them from us when you obtain possession to them.

1 Entering into an asset finance agreement

Part B - Asset Finance Provisions

Lease and Hire Purchase Provisions

7 Goods Act 1958 (Vic) and regulatory legislationIf we exercise our rights to take possession of the goods and they are subject to:� sections 120 and 121 of the Goods Act 1958 (Vic), we agree to pay you any amount to which you are entitled in accordance with section 121 of the Goods 1958 Act (Vic); and� the regulatory legislation, we agree to notify you, and pay to or recover from you any amount to which you are entitled or liable, in accordance with the regulatory legislation.

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8 Termination of lease agreement or hire purchase agreement

You must repay us the loan balance on the final repayment date described in the schedule. You may not prepay the whole or anypart of the loan balance before it is due without our consent. If we allow you to prepay the whole or any part of the loan balancebefore it is due, you must pay us any amount payable under 19. If we allow you to prepay the whole of the loan balance before it isdue, you must also pay us the loan variation fee described in the schedule.

9 Loan

11 Repayment of loan balance

You repudiate a lease agreement or hire purchase agreement and we may terminate it by notice to you if:� you breach a fundamental provision of the lease agreement or hire purchase agreement;� you indicate by conduct or otherwise that you no longer intend to be bound by the lease agreement or hire purchase agreement;� you or the guarantor make a false, inaccurate or misleading statement or warranty (or deemed warranty) in connection with this agreement or a lease agreement or hire purchase agreement; or� you repudiate or are in default under any other agreement you have with us.

A lease agreement or hire purchase agreement terminates immediately when we notify you that we are terminating it because ofyour repudiation. You must then:� return the goods in accordance with 5; and� pay us the termination value for the goods calculated as at the day we give notice (as liquidated damages for our loss of bargain), all rent instalments and other payments payable up to and on that day, including any amount payable under 19.

Despite any other provision of this agreement or any lease agreement or hire purchase agreement, we may give you a noticeterminating a lease agreement or hire purchase agreement if you fail to observe your obligations under this agreement or any assetfinance agreement. The notice operates immediately you receive it and you must then return the goods in accordance with 5 andpay us all rent instalments and other payments payable up to and on that day (including any amount payable under 19) and all costswe incur in taking possession, storing, repairing, maintaining, restoring and insuring the goods.

If the goods are subject to regulatory legislation, the regulatory legislation applies to the extent it is inconsistent with 8.

We agree to lend you the loan amount by paying it in accordance with your direction set out in the schedule. We do not have tolend you the loan amount if:� we have not signed the schedule relating to the loan amount;� we have not received all documents and information we require in a form satisfactory to us; or� you or a person who provides a security is in default under any asset finance agreement.

10 Interest charges and instalment amountsYou must repay all amounts you borrow from us and pay us interest charges on the loan balance. You agree to do so by paying theinstalment amounts on each payment date. Interest charges are payable progressively over the term, and are included in theinstalment amounts shown in the schedule.

We calculate interest charges by applying the relevant fixed interest rate to the projected monthly outstanding loan balance on theassumption that you will pay the instalment amounts on each payment date. Different rates may apply to different loan agreements.You can obtain information about these rates from us on request.

13 What happens to payments we receiveWe may use any payment we receive under or in connection with a loan agreement to reduce the loan balance in any order. Afterthe loan balance is paid, we may pay any remaining money to a person with a subsequent registered or unregistered securityinterest without incurring liability to you.

12 Termination of loan agreementYou are in default of a loan agreement if:� you do not pay on time any amount payable under a loan agreement including any loan balance;� you do something you agree not to do, or you fail to do something you agree to do under a loan document;� you repudiate or are in default under any other agreement or arrangement between you and us;� you give us incorrect or misleading information in connection with a loan document;� we believe on reasonable grounds that you or another person has acted fraudulently in connection with a loan document;� you or the guarantor becomes insolvent (but if you are an individual, you are not in default if the events referred to in section 302 of the Bankruptcy Act 1966 (Cwlth) happen to you);� we believe on reasonable grounds that you have removed or disposed of any of the goods, without our consent or that you intend to do so; or� we believe on reasonable grounds that urgent action is necessary to protect any of the goods.

If you are in default:� you agree to pay the loan balance when we ask; or� we may exercise any of our rights and remedies against you or in relation to the collateral or any person which are available at law, or under a loan document.

Loan Provisions

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You must notify us immediately if a casualty event occurs in respect of any goods. Within 7 days of the casualty event, you mustpay us:� the termination value of the goods affected by the casualty event plus any amount payable under 19 because of the casualty event, less� any money we receive from the insurer or another person for the affected goods because of the casualty event.

The asset finance agreement terminates in respect of the affected goods when you pay us this amount.

We will notify you in writing of varied rent instalments, residual value, instalment amounts and stamp duty (as the case may be)payable under the asset finance agreement in respect of the goods not affected by the casualty event.

If any goods are damaged not resulting in a casualty event, you must notify us immediately, and take steps to restore them to thecondition they were in before they were damaged. If we receive money from an insurer or any other person for the goods becauseof the damage, we agree to pay it to you, up to the amount required to restore the goods, less all money then payable by you to usunder this agreement or any asset finance agreement.

17 Things you must not do about the collateral

16 Things you must do about the collateral

Part C - Specific Conditions

14 Casualty event or damage

15 Termination of this agreementWe may terminate this agreement giving at least 7 days written notice to you. Termination of this agreement for any reason doesnot affect any right we have under any asset finance agreement in force between you and us, or under this agreement prior totermination including any right against the guarantor.

You must not, without our prior written consent:� assign or deal with your rights in connection with this agreement or any asset finance agreement;� give or allow any other person to have an interest in or security interest over this agreement or an asset finance agreement, the collateral or any land to which the collateral is attached;� place, or allow to be placed, on the collateral, any plates or marks that are inconsistent with our ownership (in the case of a lease agreement or a hire purchase agreement) or our security (in the case of a loan agreement);� alter the collateral or do or omit to do anything else likely to diminish the value of the collateral;� attach the collateral to any land;� give control of the collateral to another person other than us;

You must:� supply us with the correct serial numbers of collateral that may, or must, be recorded on the PPSR by serial number, as required by the PPSA;� protect our interest in the goods and make it clear that: � in the case of a lease agreement or hire purchase agreement, we own the goods; and � in the case of a loan agreement, we have a security over the goods;� comply with all applicable law affecting the collateral or its ownership or use;� protect the collateral from loss or damage and keep it in good working order and condition;� pay all amounts relating to the collateral when payable;� ensure that the use of the collateral is only for your business and only for the purpose for which it is designed;� service and maintain the collateral in accordance with the supplier's instructions and recommendations, and only by competent and properly qualified licensed personnel, and keep all records relating to the collateral;� tell us if the collateral is not in your possession or control or you move it from the place it is regularly kept;� allow us or a person authorised by us to enter any land and buildings owned or occupied by you, any place where the collateral is located, your places of business and your registered office at any time to: � inspect the collateral; � check whether you have possession of the collateral; � inspect and take copies of any records relating to you or the collateral; � exercise any of our rights under this agreement or an asset finance agreement; or � do any act, matter or thing that ought to have been done by you under this agreement or an asset finance agreement;� replace and substitute parts to the collateral as necessary, tell us of major parts replaced or substituted and ensure that the parts become our property free and clear of any security interests or any other rights or interest of any person;� register on the PPSR every security interest that you hold in the collateral: � as soon as such security interest becomes registrable under the PPSA (whether before or after the security interest arises); and � in a manner which affords you the highest possible priority under the PPSA in respect of each security interest, and maintain each registration at all times while you have an obligation under this agreement or an asset finance agreement;� if requested by us, you must pay into a control account we open or maintain in your name (which in the absence of us specifying such an account will be your principal operating account maintained by us) all the moneys which you receive in respect of proceeds and any other amount in connection with the collateral (including insurance proceeds which must be applied in accordance with 20). You must comply with any direction we issue to deal with those moneys while in the control account; and� do everything necessary to ensure we are able to do any of the things above (including obtaining any necessary consents from the owner or occupier of the premises for us to do so).

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18 Your other obligations

20 Insurance

19 Indemnities

21 Warranties and limitationsYou acknowledge that to the full extent permitted by law:� all express and implied terms, conditions and warranties are excluded, other than as set out in this agreement; and� whether Division 2 of Part V of the Trade Practices Act 1974 (Cwlth), Division 2 of Part 2 of the Australian Securities and Investments Commission Act 2001 (Cwlth) or any law having similar effect applies, our liability for anything in relation to

You must:� give us any information we ask for relating to the collateral (including any documents of title, chattel paper, negotiable instruments, investment instruments or other documents we request relating to the collateral), your business, property or financial position;� ensure that you, the guarantor and any person who provides a security interest do not become insolvent;� ensure there is no change in your business, assets or financial position which materially adversely affects your ability to meet your obligations under this agreement or any asset finance agreement;� if you are a corporation, ensure that the persons who control you at the date of this agreement continue to do so unless you have our consent for other persons to control you. This does not apply if you are a "listed corporation" as defined in the Corporations Act 2001 (Cwlth);� comply with the terms of each asset finance agreement;� do anything we ask you to do to ensure the security interest granted under each asset finance agreement is perfected;� do anything required to enable us to register each asset finance agreement or a notice in respect of it or the security interests constituted by it with the priority that we require, and to maintain that registration (and, if required, renew its registration);� not, without our consent, change your name; and� not, without our consent, relocate your principal place of business outside Australia or change your place of registration or incorporation.

You indemnify us against, and must pay us on demand for, any loss we incur in connection with:� exercising our rights under this agreement, an asset finance agreement or the loan documents;� you or the guarantor not doing what you or the guarantor should have done, or for us doing anything you or the guarantor should have done, under this agreement, an asset finance agreement or the loan documents;� a default under the loan documents as set out in 12;� if the asset finance agreement is a lease agreement or a hire purchase agreement, us having to seize or store the collateral or us owning the collateral (including registering our interest as owner);� if the asset finance agreement is a loan agreement, our security (including registering our security interest);� us possessing the collateral or the use of the collateral;� any death, injury or damage caused directly or indirectly by the collateral or the use of the collateral;� any loss, damage, or destruction of, or defect in, the collateral;� our reliance, or us acting in good faith, on any information you give us or instructions or communications sent to us (in any form) that we receive from you, the guarantor or a supplier of the collateral;� any claim or proceeding being made against us relating to an asset finance agreement, the collateral, or the ownership or use of the collateral (including for patent, trademark or copyright infringement, for strict liability, for personal injury or death to any person, for breach of law (including occupational health and safety legislation) or for any other reason);� an asset finance agreement terminating in whole or in part in respect of any collateral before the end of the term; or� the loan balance being prepaid in whole or in part, before the end of the term. If this occurs, you acknowledge that the loss we suffer may include unrecovered commissions, and you agree to indemnify us for this loss.

You must:� maintain insurances and if we ask, give us evidence of them and any information about them;� note our security interest as owner (in the case of a lease agreement or hire purchase agreement) or mortgagee (in the case of a loan agreement) of the collateral on the policy;� tell us if a claim on the insurance is made or if any insurance is cancelled; and� do anything we reasonably ask you to do relating to a claim on the insurance. If we tell you, we may take over your rights to make, pursue or settle a claim on the insurance and exercise those rights in any manner we choose.

If you do not maintain the insurance, we may take out the insurance on your behalf. If we do, you must pay or reimburse us for thepremium.

You must not, without our consent:� do or fail to do anything which would allow an insurer to refuse or reduce a claim;� vary an insurance policy; or� enforce, conduct, settle or compromise any claim.

You must ensure that all amounts which are payable to you under the insurance are used to replace or repair the collateral, or, if wedirect, paid to us. Where we direct that those amounts are to be paid to us, they must be used to prepay the loan balance togetherwith any amount payable by you under 19 as a result of that prepayment.

� allow any collateral to become an accession to, or commingled with, any property that is not collateral; or� move any collateral outside Australia.

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22 Acknowledgments about the collateralYou acknowledge that you alone are responsible for examining the collateral before you accept it and to satisfy yourself about it, itsquality, compliance with description, condition, safety, suitability, and fitness for your purposes, the validity of any warranties orguarantees for the collateral, and entitlements to patents. You acknowledge that you did not rely on our skill or judgment or on anyrepresentation, warranty or undertaking made by us or anyone else while examining the collateral and in reaching the decision toaccept the collateral.

You acknowledge that:� when you deliver a schedule to us there has not been a significant change in your business, assets or financial condition since you last entered into an asset finance agreement with us;� we have made no representation or warranty about the accounting or taxation treatment of an asset finance agreement (including about the deductibility of payments under an asset finance agreement for taxation purposes or the accounting classification of an asset finance agreement);� the supplier of the collateral is not our agent in respect of the sale of collateral and has no authority to represent or bind us;� where the asset finance agreement is a lease agreement, no option, promise, undertaking or representation has been given by us or any other person that you may purchase the collateral at any time;� we are not liable and you release us from any liability in connection with any faults, defects or inadequacies in the collateral, or in connection with injury or death or any person, or loss or damage to property arising from the use of the collateral (including if this is because of our negligence); and� we are not liable and you release us from any liability or loss in connection with our reliance or us acting in good faith on any information you give us or instructions or communications however sent to us that we receive from you, the guarantor or a supplier of the collateral.

These acknowledgments are repeated by you each time you deliver a schedule to us.

23 Other acknowledgments

The guarantor unconditionally and irrevocably guarantees that the customer will:� pay all amounts payable by the customer under this agreement and each asset finance agreement; and� perform all of the customers obligations under this agreement and each asset finance agreement.

If the customer does not pay us any amount under this agreement and each asset finance agreement when it is due, the guarantormust pay that amount to us when we ask.

By signing this agreement, the guarantor could become liable to pay us under the guarantee in 26, the indemnity in 27, costs andtaxes in 32 and interest under 35. Part E of this agreement ("General Conditions") also applies to the guarantor. The guarantorsobligations under this agreement are subject to the provisions in this agreement about the Code applicable to the guarantor in 30.

The guarantor is liable for all its obligations under this agreement individually and jointly with any other person named in thisagreement as guarantor and its obligations under this agreement continue until all amounts payable by the customer have beenpaid.

To the extent the Code applies to the guarantee and indemnity, or in any case if a guarantee limit is specified in the Details, theguarantors liability in connection with this agreement or any asset finance agreement is limited to the sum of:� the guarantee limit; and� the additional liabilities payable by the guarantor under 32 and 35 (such as costs, taxes and interest).

25 Guarantors obligations

24 ConsiderationThe guarantor acknowledges incurring obligations and giving rights under this agreement for valuable consideration received fromus.

Part D - Guarantee and Indemnity

26 Guarantee

the collateral or the use of the collateral or any financial services under this agreement, including damage or economic loss to anyone, is limited as much as it can be and it can not be more than either: � to replace the collateral with the same or equivalent collateral, to pay the cost of such a replacement, or to repair the collateral or pay for its repair; or � where applicable, to re-supply the financial services with the same or equivalent services or pay for the cost of that re-supply of the financial services.

If the supplier of the collateral has given us warranties for the collateral you may claim on the supplier for a claim we could havemade.

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27 IndemnityThe guarantor unconditionally and irrevocably indemnifies us against any loss we suffer or incur if:The guarantor unconditionally and irrevocably indemnifies us against any loss we suffer or incur if:� the customer does not, is not obliged to or is unable to, pay us in accordance with this agreement or each asset finance agreement;� the customer does not comply on time with all its obligations under this agreement or each asset finance agreement;� the guarantor does not or is not obliged to pay us an amount under 26; or� we are obliged, or we agree to pay an amount to a trustee in bankruptcy or liquidator in connection with a payment by the guarantor or the customer.

The guarantor as principal debtor agrees to pay us a sum equal to such loss when we ask.

28 Enforcement of RightsWe may obtain a judgment against the guarantor under this agreement before we enforce any of our rights against the customer orany other person or under any other document including any security interest. However, if the Code applies, we will only enforce ajudgment against the guarantor in accordance with the relevant provisions of the Code.

29 Continuance of the Guarantors Liability

Relevant provisions of the Code apply to this guarantee and indemnity if, at the time that this guarantee and indemnity is executed,the guarantor is an individual and you are an individual or a small business customer (as defined by the Code).

31 Fees

32 Costs and Taxes

Part E - General Conditions

You agree to pay us any fee described in a schedule or otherwise when we ask. We may vary the amount of any fee or vary howfees are charged or impose new fees at any time. If we do so, we will notify you in writing or (except for an introduction of a fee) bynewspaper advertisement. Once paid, these amounts are not refundable for any reason.

30 Code of Banking Practice - Guarantee

The guarantor agrees that its liability under this agreement is not affected by any act or omission by us or by anything which mightaffect it under law or otherwise including:� the fact that: � the guarantor does not see a pro forma or completed schedule; � the guarantor does not sign the schedule in respect of any asset finance agreement; � we vary or replace this agreement or any asset finance agreement, such as by extending the term; � we enter into this agreement or any asset finance agreement as agent or as principal; � we either release, lose the benefit of or do not obtain any security interest or do not register any security interest that could be registered; � we release the customer or give them a concession, such as more time to pay; � we release any person who guarantees the customers obligations under this agreement or any asset finance agreement; � the obligations of any person who guarantees the customers obligations under this agreement or any asset finance agreement may not be enforceable; or � any person who was intended to guarantee the customers obligations under this agreement or any asset finance agreement does not do so or does not do so effectively;� the death, mental or physical disability or insolvency of any person including the guarantor or the customer; and� changes in the membership, name or business of a firm, partnership, committee or association.

You must pay us for our reasonable costs and taxes payable in connection with:� this agreement or any asset finance agreement including any actual or attempted exercise or enforcement of rights under them;� our purchase of the goods;� any payment, receipt or other transaction arising out of our purchase of the goods, this agreement or any asset finance agreement;� the registration of an interest as owner of the collateral or the goods mortgage as a mortgagee (as applicable) on any appropriate register; and� preparing, registering and maintaining any financing statement or financing change statement as required under the PPSA.

The guarantor must pay us for our reasonable costs and taxes payable in connection with the guarantee and indemnity including:� any actual or attempted exercise or enforcement of rights under the guarantee and indemnity; and� any payment, receipt or other transaction arising out of the guarantee and indemnity.

Anything which you or the guarantor must do under this agreement or any asset finance agreement must be done at your or theguarantor�s cost.

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33 GSTIf GST is imposed on any supply made by us under or in connection with this agreement or any asset finance agreement in additionto any other consideration payable by you to us, we may recover from you, an additional amount on account of GST, such amountto be calculated by multiplying the amount or consideration payable for the relevant supply by the prevailing GST rate. Anyadditional amount on account of GST recoverable from you under this clause shall be calculated without any deduction or set-off ofany other amount and is payable by you upon demand by us whether such demand is by means of an invoice or otherwise. Whereyou are required pursuant to this agreement or any asset finance agreement to pay an amount to us by way of reimbursement of an

You and the guarantor must not withhold any payment under this agreement or any asset finance agreement or make anydeduction from them, for any reason including because you or the guarantor claim to have a set-off, counterclaim or other rightagainst us or any other person.

Any payment by you or the guarantor to us is to be taken to have been made only when we receive it in cleared funds.

34 Payments

Relevant provisions of the Code apply to this agreement and each asset finance agreement if you are an individual or a smallbusiness customer (as defined by the Code).

You can obtain from us on request:� information on your current interest rates and standard fees and charges relating to this agreement or any asset finance agreement;� general descriptive information concerning our banking services including: � for accounts with cheque access, general descriptive information about cheques; � account opening procedures; � our obligations regarding the confidentiality of your information; � complaint handling procedures; � bank cheques; � the advisability of you informing us promptly when you are in financial difficulty; and � the advisability of you reading the terms and conditions applying to each banking service we provide to you;� general descriptive information about: � the identification requirements of the Financial Transactions Reports Act 1988 (Cwlth); and � the options available to you under the tax file number legislation; or� a copy of the Code.

35 Overdue Payments

36 Code of Banking Practice - Generally

You must pay interest calculated on a daily basis at the default rate on each amount you do not pay on time under this agreementor any asset finance agreement for the period it is unpaid. Accrued interest is payable monthly at the end of the month, or on suchother days of the month as we tell you. We may add the interest payable to the amount you owe us. You are then liable for interestunder this provision on that interest amount.

This 35 applies equally to the guarantor in connection with amounts the guarantor owes us.

Each of you and the guarantor irrevocably authorise us to complete any blanks or amend any details in this agreement or an assetfinance agreement (in the case of amending details, where such details are incomplete or incorrect).

37 Authority to complete

38 Our right to act and how we may exercise our rights

39 Our right to use money we owe youYou and the guarantor authorise us to apply any money we owe you or the guarantor (as the case may be), including money inaccounts with us, to satisfy amounts you or the guarantor owe us under this agreement or any asset finance agreement.

We may:� do anything we think necessary to protect our rights in the collateral or under this agreement or any asset finance agreement;� do anything you should have done under this agreement, any asset finance agreement or the insurance and which we consider you have not done properly; or� exercise a right or, remedy in any way and at any time we consider appropriate. If we do not exercise a right or remedy fully or at a given time, we can still exercise it later.

We are not liable for any loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right orremedy, whether or not caused by our negligence.

Our rights and remedies under this agreement or any asset finance agreement are in addition to any other rights or, remedies givenby law independently of it.

We need not give any notice under the PPSA (including a notice of a verification statement) unless the notice is required by thePPSA and that requirement cannot be excluded.

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Under law, a trustee in bankruptcy, liquidator or controller (as defined in the Corporations Act 2001 (Cwlth)) may ask us to refund apayment we have received in connection with this agreement or any asset finance agreement or the guarantee and indemnity. Ifthat happens then we will treat that payment as not having been made and we will be entitled as against you or the guarantor asthough that payment was never made. This applies even though this agreement or any asset finance agreement has beenterminated or the guarantee and indemnity is at an end. If we ask, you or the guarantor must do anything to restore any securityinterest we hold or rights we have against you or the guarantor.

If we ask, you or the guarantor must do anything to restore any security interest we hold or rights we have against you or theguarantor.

40 Reinstatement of Rights

This agreement and each asset finance agreement is governed by the laws in force in the place where we sign it and you and wesubmit to the non-exclusive jurisdiction of the courts of that place.

Each indemnity in this agreement and each asset finance agreement is a continuing obligation, separate and independent fromother obligations. It continues after this agreement and each asset finance agreement ends or is terminated. It is not necessary forus to incur expense or make payment before enforcing a right of indemnity against you or the guarantor.

47 Indemnities

45 Business daysIf a date for payment under this agreement or any asset finance agreement is not a day (other than a Saturday or a Sunday) we areopen for business in the place we sign this agreement (�business day�), the payment must be made on the preceding business day.

We may vary a term of this agreement or an asset finance agreement, where we reasonably consider such variation is necessary toensure that the facility under the asset finance agreement is provided in accordance with all relevant laws and industry codes(including the Code). We will give you notice of any such variation, either in writing to you or by newspaper advertisement and willprovide such notice period as required by relevant laws and industry codes (including the Code).

Other than for a variation under 15, 31 or this 44, a term of this agreement or a right created under them, may not be waived orvaried except in writing signed by the party or parties to be bound.

44 Variation

46 Applicable law

43 SeverabilityAny provision of this agreement or any asset finance agreement which is prohibited or unenforceable in any jurisdiction is ineffectiveas to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of thisagreement or that asset finance agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

48 Agency and transferWe may enter into this agreement and any asset finance agreement as principal or agent. We may also transfer the collateral orour interest in this agreement or any asset finance agreement or give another person an interest in or form of security interest overeither of them, without getting your consent.

� left at your address (if they are for you) or the guarantors address (if they are for the guarantor) or left at our address (if they are for us);� sent by prepaid post to the address last notified; or� sent by facsimile to the facsimile number last notified.

Any notice sent by:� post will be taken to be received at 12 noon 3 days after posting; and� facsimile will be taken to be received at the time of the transmission report for that facsimile.

Notices take effect from the time they are received unless a later time is specified in them.

Any document in an action may be served by being left at the address for service of notices under this clause or by another mode ofservice permitted by law.

41 Our certificates

42 Notices and other communicationsNotices in connection with this agreement or any asset finance agreement given by you or the guarantor or us must be in writing byan authorised person, and may be:

We may give you or the guarantor a certificate regarding any matter concerning this agreement or any asset finance agreement orthe guarantee and indemnity including any amount payable to us by you or the guarantor. Unless there is a manifest error in thecertificate it is conclusive evidence of the matter set out in it.

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50 PartnershipIf you enter into this agreement or any asset finance agreement as a partner in a partnership with one or more persons, the personsnamed in the Details are all the partners in the partnership.

You must obtain our consent before:� allowing any partner to leave any partnership that you are a partner of; or� any new partner is added to any partnership that you are a partner of,

whether or not any such partnership is named in the Details, and you must procure any partner added to any such partnership toassume the liability in respect of all amounts owing before that partner became a partner, by executing an agreement insubstantially the same form as this agreement.

52 Power of Attorney

53 Confidentiality

Time is of the essence in relation to your obligations to pay money under this agreement and each asset finance agreement. It isessential you comply with these obligations on time. We do not have to give you more time to comply.

51 You must comply on time

(a) You agree not to disclose, or cause or permit disclosure of any information relating directly or indirectly to this agreement and each asset finance agreement, its contents, any part of it or any other information or documents relating directly or indirectly to it to any person without our consent.(b) Without limiting clause 53(a), you agree and we agree that neither of us will disclose to an "interested person" or any other person at the request of an interested person, any information of the kind described in section 275(1) of the PPSA unless allowed or required by law.(c) Without limiting clause 53(a), you agree you will not authorise the disclosure of any information of the kind described in section 275(1) of the PPSA.(d) Subject to clause 53(a), you and we agree not to disclose information provided by you or us (including the existence or contents of this agreement and each asset finance agreement) except: � to officers, employees, legal and other advisers and auditors of you, us or a receiver; or � with the consent of the other party (who must not unreasonably withhold their consent); or � if required by any stock exchange or if allowed or required by law; or � by us to any of our related entity; or � by us to any assignee of our rights under this agreement or an asset finance agreement; or � by us to any person in connection with us exercising our rights or dealing with our rights or obligations (including preparatory steps such as negotiating with any potential assignee of our rights or other person who is considering contracting with us or a receiver in connection with this agreement or an asset finance agreement); or � by us for the purpose of registering and maintaining any financing statement or financing change statement (each as defined in the PPSA) relating to our security interests in the collateral; or � by us to any debtor or guarantor or person we believe may become a debtor or guarantor, provided that the prohibition under 53(b) or 53(c) is absolute and therefore none of the exceptions in 53(d) apply to a disclosure under 53(b) or 53(c).

You irrevocably appoint each of your authorised persons individually as your attorneys to execute and deliver any schedule on yourbehalf.

49 Trustee ProvisionsEach of you and the guarantor acknowledge that, unless it has told us otherwise, it does not enter into a trust agreement as trusteeof any trust or settlement.If you or the guarantor enter into a trust agreement as the trustee of a trust or settlement then the trustee agrees that:� the trustee is the only trustee of the trust and enters into the trust agreement in its personal capacity and as trustee of the trust;� the trustee is authorised and has power to enter into the trust agreement;� the trust agreement is for the benefit of the beneficiaries of the trust, and the beneficiaries have consented to the entry into each trust agreement; and� the trustee has a right to be fully indemnified out of the trust assets for obligations incurred under the trust agreement and the trust assets are sufficient to satisfy that right of indemnity and all other obligations in respect of which the trustee has a right to be indemnified out of the trust assets.

These warranties are repeated on every payment date under a trust agreement.

The trustee must:� not breach the trust, ensure the trust is not terminated and not permit the replacement of the trustee of the trust or appointment of a new trustee; and� provide us on request with a copy of the trust deed and each other document relating to the trust.

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costs means costs, charges and expenses, including those in connection with legal and other adviserson a full indemnity basis.

control means, in respect of:� a corporation means having the direct or indirect power to direct its management of or control the membership of its board of directors; and� other matters, has the meaning given to it in Part 2.3 of the PPSA.

casualty event

means the Code of Banking Practice.Code

authorised person means:� in your case, those persons described as such in the Details and each other person whose name, signature and title is notified by you to us, except if you have notified us that a person ceases to be such an authorised person, and� in the case of the guarantor: � if the guarantor is a company, its director or secretary; or � if the guarantor is a partnership, each partner; or � if the guarantor is an individual, the guarantor; and each other person whose name, signature and title is notified by the guarantor to us, except if the guarantor has notified us that a person ceases to be such an authorised person,� in our case, a director or secretary, an officer whose title contains the word �director�, �chief�, �head�, �president�, �manager� or a person performing the functions of any of them.

asset finance agreement means a hire purchase agreement, a lease agreement or each loan document.

means, in respect of the goods:� the goods are lost, stolen or destroyed, or� the goods are damaged or impaired to such an extent that you or the insurer decides that repair is impractical or uneconomic.

arrangement means an arrangement (including a request, bill of exchange, agreement, guarantee, or asecurity interest) by or with you under which obligations are or could in the future be owed to us.

collateral means each one or more of the following which the context allows:� the goods the subject of an asset finance agreement; and� replacements for and accessories and additions fitted to any such goods at any time; and� includes the proceeds of sale of any such goods described above and any other income derived from such goods and any other proceeds of such goods.

In this agreement or any asset finance agreement a reference to:� the singular includes the plural and vice versa;� law includes common law, principles of equity and legislation of the Commonwealth, a state or territory;� a document or legislation includes any variation, novation or replacement of it;� a person includes the person�s executors, administrators, successors, substitutes (including persons taking by novation) and assigns, and in our case, any principal for whom we may be agent (whether described or not);� any thing (including the goods) includes the whole and each part of it; and� a person includes an individual, a firm, a body corporate, an unincorporated association and an authority.

56 Interpretation and meaning of words

You agree that you have waived your right under section 157(1) of the PPSA to receive notice of a verification statement if thecollateral is described in the registration as commercial property (pursuant to section 157(3) of the PPSA).

55 Waiver of right to receive verification

If Chapter 4 of the PPSA would otherwise apply to the enforcement of this agreement and each asset finance agreement, you agreethe following provisions of the PPSA will not apply to the enforcement of this agreement and each asset finance agreement:� section 95 (notice of removal of accession), to the extent that it requires us to give a notice to you;� subsection 121(4) (enforcement of liquid assets � notice to grantor);� section 125 (obligation to dispose of or retain collateral);� section 128 (secured party may dispose of collateral);� section 129 (disposal by purchase);� section 130 (notice of disposal), to the extent that it requires us to give a notice to you;� subsection 132(3)(d) (contents of statement of account after disposal);� subsection 132(4) (statement of account if no disposal);� subsection 134(1) (retention of collateral);� section 135 (notice of retention);� section 142 (redemption of collateral); and� section 143 (reinstatement of security agreement).� section 142 (redemption of collateral); and� section 143 (reinstatement of security agreement).

54 Exclusion of certain PPSA provisions

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loan agreement

lease agreement means any agreement for the lease of goods on the terms of this agreement and a scheduleheaded �Equipment Schedule - Lease Agreement� for those goods.

means an agreement for the provision of a loan by us to you on the terms of this agreement anda schedule headed �Loan Schedule and Goods Mortgage�.

interest charges means for a loan agreement, the amount described as such in the schedule.

Interpretation provisions means the provisions of this 56.

means:� insurance against loss or damage to the goods caused by fire, theft, accident and any other risks we reasonably specify up to an amount approved by us,� public liability insurance for bodily injury or death or damage to property or the environment arising in connection with the use of the goods up to an amount approved by us, including motor vehicle comprehensive and third party insurance if the goods are a motor vehicle, and� insurance against any other liability the law or we reasonably require you to insure against.

insurance

means for a loan agreement, each amount described as such in the schedule.instalment amount

insolvent, insolvency means bankrupt, insolvent, in receivership, in receivership and management, in liquidation, inprovisional liquidation, under official management or administration, wound up, dissolved,subject to any arrangement, assignment or composition or protected from creditors under anystatute.

hire purchase agreement means any agreement for the hire and purchase of goods on the terms of this agreement and aschedule headed �Equipment Schedule - Hire Purchase Agreement� for those goods.

GST means the goods and services tax described in the A New Tax System (Goods and ServicesTax) Act 1999 (Cwlth) and related Acts, or any similar tax.

goods mortgage means the mortgage given by you to us under a schedule in relation to the goods.

goods

fundamental provision means in respect of a lease agreement or a hire purchase agreement:� payment of all money on time under this agreement or the lease agreement or hire purchase agreement; and� performing your obligations under 16, 17, 18 and 20 in relation to a lease agreement or a hire purchase agreement (but in respect of 18 if you are an individual, it is not a fundamental provision of the asset finance agreement that you ensure that the events referred to in section 301 of the Bankruptcy Act 1966 (Cwlth) do not happen to you).

guarantor means the person or persons described in the Details as guarantor. If there are more than one,�guarantor� means each of them separately and every two or more of them jointly.

guarantee limit means the guarantee limit described in the Details.

guarantee and indemnity means the guarantee and indemnity contained in Part D of this agreement and each otherprovision in this agreement applying to the guarantor.

means for an asset finance agreement, the goods described in its schedule and which, in thecase of a loan agreement, are subject to the goods mortgage, including parts and accessories,and any replacements and substitutions of such goods.

interested person has the meaning given to that term for the purposes of section 275 of the PPSA, and includes:� you; or� a person with another security interest in the collateral; or� if you are a body corporate, your auditor; or� an execution creditor with an interest in the collateral; or� an authorised representative of any of the above.

default rate means a rate determined by us in our absolute discretion (not to be more than one and a halftimes the base indicator rate published by the National Australia Bank Limited from time to time,or any successor to that rate).

discount rate means, on any date the termination value is calculated, in relation to a lease agreement or a hirepurchase agreement, the lesser of:� the rate of interest used to calculate the rent instalments and, in the case of a lease agreement, the residual value; and� the rate of interest which would have been the rate of interest referred in this definition if the lease agreement or hire purchase agreement had been entered into on that date.

Details means the Details set out at the beginning of this agreement.

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taxes means taxes, levies, stamp and other duties, governmental fees and charges including anyinterest, penalties, fines or expenses in connection with them.

taking possession means obtaining possession of the collateral after we terminate under 8.

security interest means, in relation to:� any personal property (as defined in the PPSA) has the same meaning as in the PPSA; and� any other property means any security for the payment of money or a performance of an obligation, including a mortgage, charge, lien, pledge, trust, power, title retention or flawed deposit arrangement. It also includes a guarantee or indemnity.

security in respect of a loan agreement, means the goods mortgage and any collateral security describedas such in the schedule.

means:� for a lease agreement or a hire purchase agreement, the schedule entitled "Tax Invoice - Equipment Schedule - Lease Agreement/Hire Purchase Agreement" that is part of that lease agreement or hire purchase agreement (which refers to this agreement) setting out the goods, number of rent instalments, residual value (in the case of a lease agreement), details of payment of fees, GST, stamp duty and other matters; or� for a loan agreement, the schedule entitled "Loan Schedule and Goods Mortgage" which forms part of that loan agreement (which refers to this agreement) setting out the goods, the loan amount, interest charges, fees and other matters, and containing the terms of the goods mortgage.

schedule

payment date means for an asset finance agreement, each date described as such in the relevant schedule asvaried in accordance with 4 or 14.

notices means notices, certificates, requests, consents and any other communications.

records means certificates of registration, insurance certificates, log books, instructions and servicemanuals and other documents relating to the goods.

loss includes any liability or loss, and any costs (including on account of funds borrowed, contractedfor or used to fund any amount payable or any amount in respect of any swap or hedge by us inconnection with our purchase of the goods, this agreement or any asset finance agreement) andtaxes and includes any notional amount payable arising from any swap, hedge or fundingtransaction between our internal departments or sections.

net sale proceeds means the gross sale proceeds received for selling, re-leasing or re-hiring goods less all costs

regulatory legislation means either or both of the Credit (Rural Finance) Act 1996 (Qld) or sections 13, 15 or 25 of theHire Purchase Act 1959 (WA).

rent instalment means for a lease agreement or a hire purchase agreement, the rent instalments described inthe relevant equipment schedule, as varied in accordance with 4 or 14.

residual value means for a lease agreement, the residual value described in the relevant schedule, as varied inaccordance with 4 or 14.

means, if applicable, the partnership described in the Details.

PPSA means the Personal Property Securities Act 2009 (Cwlth) and any regulations made pursuant toit.

PPSR means the register established under the PPSA.

receiver includes receiver or receiver and manager.

related entity has the meaning given to it in the Corporations Act 2001 (Cwlth).

means for a loan agreement, this agreement, that loan agreement and any security or securityinterest.

loan documents

means for a loan agreement, at a particular time, the loan amount which has not been repaidand remains outstanding at that time, together with interest accrued and all other amounts due tous under the loan agreement. The loan balance on which interest is calculated for the firstpayment date is the loan amount less the amount of any instalment amount received on the datewe lend you the loan amount.

loan balance

loan amount means for a loan agreement, the amount described as such in the schedule or so much of it ashas been advanced to you.

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you, your, customer means the person or persons described in the Details as �You�, and if there are more than one,means each of them separately and every two or more of them jointly. "You" includes yoursuccessors and assigns to whom we have consented.

we, our, us, lessor

use of the goods

means NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937.

includes possession, operation, maintenance, repair, transportation, storage and installation ofthe collateral.

The following words havethe respective meaningsgiven to them in the PPSA

accession, attach, chattel paper, commingled, document of title, inventory, investmentinstrument, financing statement, financing change statement, negotiable instrument, perfected,possession, proceeds, verification statement.

unrecoveredcommissions

means in respect of a loan agreement, the portion of commissions in connection with the loanagreement which we have paid to a person who introduced you to us, or us to you, which wehave not fully recovered as a result of the occurrence of any of the loan balance being prepaid,or a loan document being terminated in whole or in part before the end of the term.

termination value

term means for a lease agreement or hire purchase agreement, the period described as the term in itsequipment schedule and for a loan agreement, the period from the date we lend you the loanamount to the final payment date described in the schedule.

in respect of any goods on a day the termination value is calculated, means:� where the asset finance agreement is a lease agreement or a hire purchase agreement, the sum of: � the present value on that day of the residual value for the goods (only in the case of a lease agreement); and � the present value on that day of the rent instalments which are still to fall due and which are attributable to the goods. The present value on a day is calculated by discounting that amount at the discount rate; and� where the asset finance agreement is a loan agreement, the portion of loan balance attributable to the goods.

this agreement means this Master Asset Finance Agreement including the guarantee and indemnity.

trustee means each of you or the guarantor if you or the guarantor enter into any trust agreement as thetrustee of a trust.

trust agreement means for the purposes of 49, this agreement, any asset finance agreement or the guaranteeand indemnity.

means in respect of an asset finance agreement that is a lease agreement, any of the followingevents:� an imposition of, or any change in the basis of, or the interpretation, application or administration of any law or regulation imposing any taxes including a change in the: � tax rate applicable to us; or � rate or deductibility of the depreciation available to us in respect of the goods, or the timing of the availability of the depreciation changes or differs from that assumed by us in calculating the rent instalments and residual value; � dates or frequency upon which tax is payable by us; or� we are taken to have received the market value in respect of the disposal of the goods pursuant to item 6 in the table of section 40-300(2) of the Income Tax Assessment Act 1997 (Cwlth); or� sections 82KJ, 82KK, 82KL, 51AD, Division 16D or 16E of Part III or Part IVA of the Income Tax Assessment Act 1936 (Cwlth) or any similar provision of the Income Tax Assessment Act 1997 (Cwlth) are applied to the transaction documented in the lease agreement.

tax event

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Execution of the Master Asset Finance Agreement

Execution by Customer

Important Acknowledgment

By signing this Master Asset Finance Agreement you acknowledge and agree that:� you have received and read a copy of the Master Asset Finance Agreement before signing it and you agree that the terms of 8, 21, 22 and 23 containing various acknowledgments and consents by you, have been brought to your attention and fully explained to you and you agree that the acknowledgments are correct.� you will notify us promptly if you change your address.� we may pay commission, fees or other remuneration to any broker, agent, dealer or other person who introduces you to us or us to you ("Introducer") out of money paid by you under an asset finance agreement entered into under this Master Asset Finance Agreement. We may give any Introducer monetary rewards based on the volume and value of introductions they give us, and in calculating the volume and value of introductions, we may take the asset finance agreement into account.

Company

Executed in accordance with section 127 of the Corporations Act 2001 (Cwlth):


Full Name

THOMAS TRINH

Title

DIRECTOR

Date

TT9999 PTY LTD 52 168 537 531

Company Name ABN

Acceptance by NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937


Full Name (BLOCK LETTERS)

Title

Date

Signature of Witness


Address

Date

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X

SIGN

HERE

Execution by Guarantor


By signing this Master Asset Finance Agreement the guarantor:� agrees to be bound by the guarantee and indemnity in Part D and all other provisions of this Master Asset Finance Agreement relevant to that guarantee and indemnity.� declares that its attention has been drawn to the warnings set out on the front page of this Master Asset Finance Agreement and below, and in particular the recommendation that legal and financial advice should be obtained before signing this Master Asset Finance Agreement.� declares that it has obtained legal and financial advice as necessary or if it has not obtained such advice, declares that it does not regard any such advice as necessary and prefers to proceed without it.� declares that it is fully aware of the nature of, and risks in signing this Master Asset Finance Agreement and is signing it voluntarily.

Important

BEFORE THE GUARANTOR SIGNS

* THE GUARANTOR SHOULD READ THE GUARANTEE AND INDEMNITY AND THE TERMS RELATING TO THE MASTER ASSET FINANCE AGREEMENT AND ASSET FINANCE AGREEMENT CONTRACT OR OTHER FACILITY OR FINANCIAL OBLIGATION TO BE GUARANTEED.

* The guarantor should obtain independent legal and financial advice.

* The guarantor should make its own inquiries about the credit worthiness, financial position and honesty of the customer.

THINGS THE GUARANTOR MUST TO KNOW

* Understand that, by signing the guarantee and indemnity contained in this Master Asset Finance Agreement, the guarantor may become personally responsible instead of, or as well as, the customer to pay the amounts which the customer owes and our expenses in enforcing the guarantee and indemnity.

* If the customer does not pay the guarantor must pay. This could mean the guarantor loses everything it owns including its home.

* The guarantor may be able to withdraw from the guarantee and indemnity contained in this Master Asset Finance Agreement or limit its liability. The guarantor should ask its legal adviser about this before the guarantor signs the guarantee and indemnity.

* The guarantee and indemnity contained in this Master Asset Finance Agreement applies in relation to a future credit contract (including a future asset finance agreement) or other facility or financial obligation to the extent it is within a limit previously agreed by the guarantor in writing. Otherwise the guarantee and indemnity contained in this Master Asset Finance Agreement only applies to an asset finance agreement under the Master Asset Finance Agreement, a future credit contract or other facility or financial obligation if we give the guarantor a copy of the relevant contract document and subsequently obtain the guarantor�s written acceptance of the extension of the guarantee and indemnity contained in this Master Asset Finance Agreement in this regard.

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Signed, sealed and delivered as a Deed by each individual guarantor:


Full Name

THOMAS TRINH

Address

Date



Capacity (e.g. Bank Officer / Accredited Asset Finance Broker / Solicitor)

Date

Individual Guarantors

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XSIGN

HERE X

WITNESS SIGN & COMPLETE

(MUST BE NAB BANKER OR

FINANCE BROKER)

11 MIDDLE PARK DRIVE

POINT COOK VIC 3030


Contract Number _____________________



� The guarantor should seek independent legal and financial advice on the effect of the guarantee and indemnity contained in this document before the guarantor agrees to sign it.� The guarantor can refuse to sign this document.� There are financial risks involved in signing this document (for example, it may become necessary for the guarantor to sell its assets so that the guarantor can pay us).� The guarantor has the right to limit its liability under the guarantee and indemnity contained in this document in accordance with the Code of Banking Practice (if it applies to the guarantee and indemnity contained in this document) and as allowed by law.� The guarantor can request information about any asset finance agreement, credit contract or other facility or financial obligations to be guaranteed (including any existing asset finance agreement, credit contract, facility or financial obligation with us to be refinanced by the new asset finance agreement, contract, facility or financial obligation).� If the guarantee and indemnity contained in this document is stated to be subject to a limit, it covers liability under a future asset finance agreement, credit contract or other facility or financial obligation to the extent it (together with all other existing credit contracts, facilities or other financial obligations guaranteed by this guarantee and indemnity) is within that limit, or if we give the guarantor a copy of the relevant contract document and subsequently obtain the guarantor's written acceptance of the extension of the guarantee and indemnity contained in this document in this regard.


By signing it the guarantor becomes personally responsible instead of, or as well as, the customer for amounts (up to any guaranteelimit described in the Details, and otherwise not subject to any limit) even if the guarantor has given us separate security interests.These amounts may include amounts which can increase, for example if an asset finance agreement is terminated early for anyreason or if this document or an asset finance agreement is varied or amended.

The guarantor can become responsible for additional amounts not included in the guarantee limit described in the Details.


Page 1 of 18861139 7318301_11 052010


Part A - Details

Us

ABN

Address

Name

12 004 044 937



TT9999 PTY LTD


ABN

Name

You

52 168 537 531

Company

Authorised Persons

Any ____ of the following authorised persons to sign:


Full Name

THOMAS TRINH

Title

DIRECTOR

Date

THOMAS


TRINHSurname

Name

Guarantor

Guarantee Limit


� $115,500.00 (comprising amount of any nature including rent instalments, principal, interest, costs or otherwise);

plus

� interest, fees, costs and taxes accrued and not paid by the customer at the time we serve a demand to pay on the guarantor, up to the amounts payable for the 12 months ending on the date of the service of our demand on the guarantor.


Page 2 of 18861139 7318301_11 052010

1

X

SIGN

HERE

3 Ownership

4 Rent and variation of rent

5 What happens at the end of the term

6 What happens when the goods are returned

This agreement sets out terms applicable to a lease agreement, a hire purchase agreement or a loan agreement (each an assetfinance agreement). To enter into an asset finance agreement with us for goods you must sign a schedule and give it to us. Oncewe sign a schedule, an asset finance agreement for the goods exists on the terms of this agreement and the schedule, readtogether. We need not accept any schedule you give us.

Each asset finance agreement is a "security agreement" for the purposes of the PPSA. The security interests granted under eachasset finance agreement attach to the collateral in accordance with the PPSA and the parties confirm that they have not agreed thatany security interest granted under an asset finance agreement attaches at a later time.

We always own the goods and you only have a right to use them. Where the asset finance agreement is a hire purchaseagreement and you pay the amount set out in 5, title to the goods passes to you on the terms in 5. Despite us owning the goods,you bear the entire risk of loss arising from the goods (including because of theft, destruction or damage).

You must pay the rent instalments and related stamp duty under each lease agreement and hire purchase agreement on eachpayment date.

Once paid, these amounts are not refundable for any reason. If an asset finance agreement is a lease agreement and:� a tax event occurs reducing our effective rate of return under the lease agreement; and� we have not been indemnified in respect of the tax event under the lease agreement,then, we may vary one or more of the rent instalments, the payment dates or the residual value so as to take account of the taxevent. We may do so in our absolute discretion and by notifying you in writing of the variation.

Once you have paid all rent instalments and other amounts payable under an asset finance agreement which is a hire purchaseagreement and are not then in default under this agreement or any asset finance agreement, title to the goods passes to you on an"as is where is" basis without any representation or warranty from us as to title, condition or any other matter.

Where the asset finance agreement is a hire purchase agreement and title to the goods does not pass to you or where the assetfinance agreement is a lease agreement, then on the last day of the term, you must:� return the goods to us in good working order and condition (fair wear and tear excepted) to a place we nominate;� give us all records together with a signed transfer in favour of us or a person we nominate and all certificates of registration; and� pay us any amount payable under the lease agreement or hire purchase agreement.

If the asset finance agreement is a lease agreement and if you do not return the goods, you must pay us on demand rent for holdingover for each day you fail to return the goods in an amount equal to the average daily amount of the rent instalments payable by youduring the term of the lease agreement. We can give you a notice at any time requiring you to return the goods. The residual valuedoes not reduce because rent for holding over is payable.

This clause 6 does not apply if the goods are subject to sections 120 and 121 of the Goods Act 1958 (Vic) or the regulatorylegislation applies (see 7). Otherwise, as soon as practicable after any goods are returned to us, we must:� offer them for sale at a public auction and we need not include any representation or warranty as to title, condition or any other matter; or� attempt to re-lease or re-hire them.

We agree to pay you the net sale proceeds up to their termination value less any amounts you owe us for any reason.

If the asset finance agreement is a lease agreement and the net sale proceeds are less than their residual value, then you must payus the difference on demand by way of indemnity for the capital loss sustained by us. The net sale proceeds are to be taken to bezero if the goods are not sold, re-leased or re-hired within one month after first being offered for sale, re-lease or re-hire.

2 Delivery and PossessionYou must obtain possession to the goods. We are to be taken to have delivered the goods to your possession and you are to betaken to have accepted them from us when you obtain possession to them.

1 Entering into an asset finance agreement

Part B - Asset Finance Provisions

Lease and Hire Purchase Provisions

7 Goods Act 1958 (Vic) and regulatory legislationIf we exercise our rights to take possession of the goods and they are subject to:� sections 120 and 121 of the Goods Act 1958 (Vic), we agree to pay you any amount to which you are entitled in accordance with section 121 of the Goods 1958 Act (Vic); and� the regulatory legislation, we agree to notify you, and pay to or recover from you any amount to which you are entitled or liable, in accordance with the regulatory legislation.

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8 Termination of lease agreement or hire purchase agreement

You must repay us the loan balance on the final repayment date described in the schedule. You may not prepay the whole or anypart of the loan balance before it is due without our consent. If we allow you to prepay the whole or any part of the loan balancebefore it is due, you must pay us any amount payable under 19. If we allow you to prepay the whole of the loan balance before it isdue, you must also pay us the loan variation fee described in the schedule.

9 Loan


You repudiate a lease agreement or hire purchase agreement and we may terminate it by notice to you if:� you breach a fundamental provision of the lease agreement or hire purchase agreement;� you indicate by conduct or otherwise that you no longer intend to be bound by the lease agreement or hire purchase agreement;� you or the guarantor make a false, inaccurate or misleading statement or warranty (or deemed warranty) in connection with this agreement or a lease agreement or hire purchase agreement; or� you repudiate or are in default under any other agreement you have with us.

A lease agreement or hire purchase agreement terminates immediately when we notify you that we are terminating it because ofyour repudiation. You must then:� return the goods in accordance with 5; and� pay us the termination value for the goods calculated as at the day we give notice (as liquidated damages for our loss of bargain), all rent instalments and other payments payable up to and on that day, including any amount payable under 19.

Despite any other provision of this agreement or any lease agreement or hire purchase agreement, we may give you a noticeterminating a lease agreement or hire purchase agreement if you fail to observe your obligations under this agreement or any assetfinance agreement. The notice operates immediately you receive it and you must then return the goods in accordance with 5 andpay us all rent instalments and other payments payable up to and on that day (including any amount payable under 19) and all costswe incur in taking possession, storing, repairing, maintaining, restoring and insuring the goods.

If the goods are subject to regulatory legislation, the regulatory legislation applies to the extent it is inconsistent with 8.

We agree to lend you the loan amount by paying it in accordance with your direction set out in the schedule. We do not have tolend you the loan amount if:� we have not signed the schedule relating to the loan amount;� we have not received all documents and information we require in a form satisfactory to us; or� you or a person who provides a security is in default under any asset finance agreement.

10 Interest charges and instalment amountsYou must repay all amounts you borrow from us and pay us interest charges on the loan balance. You agree to do so by paying theinstalment amounts on each payment date. Interest charges are payable progressively over the term, and are included in theinstalment amounts shown in the schedule.

We calculate interest charges by applying the relevant fixed interest rate to the projected monthly outstanding loan balance on theassumption that you will pay the instalment amounts on each payment date. Different rates may apply to different loan agreements.You can obtain information about these rates from us on request.

13 What happens to payments we receiveWe may use any payment we receive under or in connection with a loan agreement to reduce the loan balance in any order. Afterthe loan balance is paid, we may pay any remaining money to a person with a subsequent registered or unregistered securityinterest without incurring liability to you.

12 Termination of loan agreementYou are in default of a loan agreement if:� you do not pay on time any amount payable under a loan agreement including any loan balance;� you do something you agree not to do, or you fail to do something you agree to do under a loan document;� you repudiate or are in default under any other agreement or arrangement between you and us;� you give us incorrect or misleading information in connection with a loan document;� we believe on reasonable grounds that you or another person has acted fraudulently in connection with a loan document;� you or the guarantor becomes insolvent (but if you are an individual, you are not in default if the events referred to in section 302 of the Bankruptcy Act 1966 (Cwlth) happen to you);� we believe on reasonable grounds that you have removed or disposed of any of the goods, without our consent or that you intend to do so; or� we believe on reasonable grounds that urgent action is necessary to protect any of the goods.

If you are in default:� you agree to pay the loan balance when we ask; or� we may exercise any of our rights and remedies against you or in relation to the collateral or any person which are available at law, or under a loan document.

Loan Provisions

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The asset finance agreement terminates in respect of the affected goods when you pay us this amount.

We will notify you in writing of varied rent instalments, residual value, instalment amounts and stamp duty (as the case may be)payable under the asset finance agreement in respect of the goods not affected by the casualty event.

If any goods are damaged not resulting in a casualty event, you must notify us immediately, and take steps to restore them to thecondition they were in before they were damaged. If we receive money from an insurer or any other person for the goods becauseof the damage, we agree to pay it to you, up to the amount required to restore the goods, less all money then payable by you to usunder this agreement or any asset finance agreement.

17 Things you must not do about the collateral


Part C - Specific Conditions


15 Termination of this agreementWe may terminate this agreement giving at least 7 days written notice to you. Termination of this agreement for any reason doesnot affect any right we have under any asset finance agreement in force between you and us, or under this agreement prior totermination including any right against the guarantor.

You must not, without our prior written consent:� assign or deal with your rights in connection with this agreement or any asset finance agreement;� give or allow any other person to have an interest in or security interest over this agreement or an asset finance agreement, the collateral or any land to which the collateral is attached;� place, or allow to be placed, on the collateral, any plates or marks that are inconsistent with our ownership (in the case of a lease agreement or a hire purchase agreement) or our security (in the case of a loan agreement);� alter the collateral or do or omit to do anything else likely to diminish the value of the collateral;� attach the collateral to any land;� give control of the collateral to another person other than us;

You must:� supply us with the correct serial numbers of collateral that may, or must, be recorded on the PPSR by serial number, as required by the PPSA;� protect our interest in the goods and make it clear that: � in the case of a lease agreement or hire purchase agreement, we own the goods; and � in the case of a loan agreement, we have a security over the goods;� comply with all applicable law affecting the collateral or its ownership or use;� protect the collateral from loss or damage and keep it in good working order and condition;� pay all amounts relating to the collateral when payable;� ensure that the use of the collateral is only for your business and only for the purpose for which it is designed;� service and maintain the collateral in accordance with the supplier's instructions and recommendations, and only by competent and properly qualified licensed personnel, and keep all records relating to the collateral;� tell us if the collateral is not in your possession or control or you move it from the place it is regularly kept;� allow us or a person authorised by us to enter any land and buildings owned or occupied by you, any place where the collateral is located, your places of business and your registered office at any time to: � inspect the collateral; � check whether you have possession of the collateral; � inspect and take copies of any records relating to you or the collateral; � exercise any of our rights under this agreement or an asset finance agreement; or � do any act, matter or thing that ought to have been done by you under this agreement or an asset finance agreement;� replace and substitute parts to the collateral as necessary, tell us of major parts replaced or substituted and ensure that the parts become our property free and clear of any security interests or any other rights or interest of any person;� register on the PPSR every security interest that you hold in the collateral: � as soon as such security interest becomes registrable under the PPSA (whether before or after the security interest arises); and � in a manner which affords you the highest possible priority under the PPSA in respect of each security interest, and maintain each registration at all times while you have an obligation under this agreement or an asset finance agreement;� if requested by us, you must pay into a control account we open or maintain in your name (which in the absence of us specifying such an account will be your principal operating account maintained by us) all the moneys which you receive in respect of proceeds and any other amount in connection with the collateral (including insurance proceeds which must be applied in accordance with 20). You must comply with any direction we issue to deal with those moneys while in the control account; and� do everything necessary to ensure we are able to do any of the things above (including obtaining any necessary consents from the owner or occupier of the premises for us to do so).

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20 Insurance

19 Indemnities

21 Warranties and limitationsYou acknowledge that to the full extent permitted by law:� all express and implied terms, conditions and warranties are excluded, other than as set out in this agreement; and� whether Division 2 of Part V of the Trade Practices Act 1974 (Cwlth), Division 2 of Part 2 of the Australian Securities and Investments Commission Act 2001 (Cwlth) or any law having similar effect applies, our liability for anything in relation to

You must:� give us any information we ask for relating to the collateral (including any documents of title, chattel paper, negotiable instruments, investment instruments or other documents we request relating to the collateral), your business, property or financial position;� ensure that you, the guarantor and any person who provides a security interest do not become insolvent;� ensure there is no change in your business, assets or financial position which materially adversely affects your ability to meet your obligations under this agreement or any asset finance agreement;� if you are a corporation, ensure that the persons who control you at the date of this agreement continue to do so unless you have our consent for other persons to control you. This does not apply if you are a "listed corporation" as defined in the Corporations Act 2001 (Cwlth);� comply with the terms of each asset finance agreement;� do anything we ask you to do to ensure the security interest granted under each asset finance agreement is perfected;� do anything required to enable us to register each asset finance agreement or a notice in respect of it or the security interests constituted by it with the priority that we require, and to maintain that registration (and, if required, renew its registration);� not, without our consent, change your name; and� not, without our consent, relocate your principal place of business outside Australia or change your place of registration or incorporation.

You indemnify us against, and must pay us on demand for, any loss we incur in connection with:� exercising our rights under this agreement, an asset finance agreement or the loan documents;� you or the guarantor not doing what you or the guarantor should have done, or for us doing anything you or the guarantor should have done, under this agreement, an asset finance agreement or the loan documents;� a default under the loan documents as set out in 12;� if the asset finance agreement is a lease agreement or a hire purchase agreement, us having to seize or store the collateral or us owning the collateral (including registering our interest as owner);� if the asset finance agreement is a loan agreement, our security (including registering our security interest);� us possessing the collateral or the use of the collateral;� any death, injury or damage caused directly or indirectly by the collateral or the use of the collateral;� any loss, damage, or destruction of, or defect in, the collateral;� our reliance, or us acting in good faith, on any information you give us or instructions or communications sent to us (in any form) that we receive from you, the guarantor or a supplier of the collateral;� any claim or proceeding being made against us relating to an asset finance agreement, the collateral, or the ownership or use of the collateral (including for patent, trademark or copyright infringement, for strict liability, for personal injury or death to any person, for breach of law (including occupational health and safety legislation) or for any other reason);� an asset finance agreement terminating in whole or in part in respect of any collateral before the end of the term; or� the loan balance being prepaid in whole or in part, before the end of the term. If this occurs, you acknowledge that the loss we suffer may include unrecovered commissions, and you agree to indemnify us for this loss.

You must:� maintain insurances and if we ask, give us evidence of them and any information about them;� note our security interest as owner (in the case of a lease agreement or hire purchase agreement) or mortgagee (in the case of a loan agreement) of the collateral on the policy;� tell us if a claim on the insurance is made or if any insurance is cancelled; and� do anything we reasonably ask you to do relating to a claim on the insurance. If we tell you, we may take over your rights to make, pursue or settle a claim on the insurance and exercise those rights in any manner we choose.




� allow any collateral to become an accession to, or commingled with, any property that is not collateral; or� move any collateral outside Australia.

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22 Acknowledgments about the collateralYou acknowledge that you alone are responsible for examining the collateral before you accept it and to satisfy yourself about it, itsquality, compliance with description, condition, safety, suitability, and fitness for your purposes, the validity of any warranties orguarantees for the collateral, and entitlements to patents. You acknowledge that you did not rely on our skill or judgment or on anyrepresentation, warranty or undertaking made by us or anyone else while examining the collateral and in reaching the decision toaccept the collateral.

You acknowledge that:� when you deliver a schedule to us there has not been a significant change in your business, assets or financial condition since you last entered into an asset finance agreement with us;� we have made no representation or warranty about the accounting or taxation treatment of an asset finance agreement (including about the deductibility of payments under an asset finance agreement for taxation purposes or the accounting classification of an asset finance agreement);� the supplier of the collateral is not our agent in respect of the sale of collateral and has no authority to represent or bind us;� where the asset finance agreement is a lease agreement, no option, promise, undertaking or representation has been given by us or any other person that you may purchase the collateral at any time;� we are not liable and you release us from any liability in connection with any faults, defects or inadequacies in the collateral, or in connection with injury or death or any person, or loss or damage to property arising from the use of the collateral (including if this is because of our negligence); and� we are not liable and you release us from any liability or loss in connection with our reliance or us acting in good faith on any information you give us or instructions or communications however sent to us that we receive from you, the guarantor or a supplier of the collateral.

These acknowledgments are repeated by you each time you deliver a schedule to us.

23 Other acknowledgments

The guarantor unconditionally and irrevocably guarantees that the customer will:� pay all amounts payable by the customer under this agreement and each asset finance agreement; and� perform all of the customers obligations under this agreement and each asset finance agreement.

If the customer does not pay us any amount under this agreement and each asset finance agreement when it is due, the guarantormust pay that amount to us when we ask.

By signing this agreement, the guarantor could become liable to pay us under the guarantee in 26, the indemnity in 27, costs andtaxes in 32 and interest under 35. Part E of this agreement ("General Conditions") also applies to the guarantor. The guarantorsobligations under this agreement are subject to the provisions in this agreement about the Code applicable to the guarantor in 30.


To the extent the Code applies to the guarantee and indemnity, or in any case if a guarantee limit is specified in the Details, theguarantors liability in connection with this agreement or any asset finance agreement is limited to the sum of:� the guarantee limit; and� the additional liabilities payable by the guarantor under 32 and 35 (such as costs, taxes and interest).

25 Guarantors obligations


Part D - Guarantee and Indemnity

26 Guarantee

the collateral or the use of the collateral or any financial services under this agreement, including damage or economic loss to anyone, is limited as much as it can be and it can not be more than either: � to replace the collateral with the same or equivalent collateral, to pay the cost of such a replacement, or to repair the collateral or pay for its repair; or � where applicable, to re-supply the financial services with the same or equivalent services or pay for the cost of that re-supply of the financial services.


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27 IndemnityThe guarantor unconditionally and irrevocably indemnifies us against any loss we suffer or incur if:The guarantor unconditionally and irrevocably indemnifies us against any loss we suffer or incur if:� the customer does not, is not obliged to or is unable to, pay us in accordance with this agreement or each asset finance agreement;� the customer does not comply on time with all its obligations under this agreement or each asset finance agreement;� the guarantor does not or is not obliged to pay us an amount under 26; or� we are obliged, or we agree to pay an amount to a trustee in bankruptcy or liquidator in connection with a payment by the guarantor or the customer.



29 Continuance of the Guarantors Liability

Relevant provisions of the Code apply to this guarantee and indemnity if, at the time that this guarantee and indemnity is executed,the guarantor is an individual and you are an individual or a small business customer (as defined by the Code).

31 Fees

32 Costs and Taxes

Part E - General Conditions

You agree to pay us any fee described in a schedule or otherwise when we ask. We may vary the amount of any fee or vary howfees are charged or impose new fees at any time. If we do so, we will notify you in writing or (except for an introduction of a fee) bynewspaper advertisement. Once paid, these amounts are not refundable for any reason.

30 Code of Banking Practice - Guarantee

The guarantor agrees that its liability under this agreement is not affected by any act or omission by us or by anything which mightaffect it under law or otherwise including:� the fact that: � the guarantor does not see a pro forma or completed schedule; � the guarantor does not sign the schedule in respect of any asset finance agreement; � we vary or replace this agreement or any asset finance agreement, such as by extending the term; � we enter into this agreement or any asset finance agreement as agent or as principal; � we either release, lose the benefit of or do not obtain any security interest or do not register any security interest that could be registered; � we release the customer or give them a concession, such as more time to pay; � we release any person who guarantees the customers obligations under this agreement or any asset finance agreement; � the obligations of any person who guarantees the customers obligations under this agreement or any asset finance agreement may not be enforceable; or � any person who was intended to guarantee the customers obligations under this agreement or any asset finance agreement does not do so or does not do so effectively;� the death, mental or physical disability or insolvency of any person including the guarantor or the customer; and� changes in the membership, name or business of a firm, partnership, committee or association.

You must pay us for our reasonable costs and taxes payable in connection with:� this agreement or any asset finance agreement including any actual or attempted exercise or enforcement of rights under them;� our purchase of the goods;� any payment, receipt or other transaction arising out of our purchase of the goods, this agreement or any asset finance agreement;� the registration of an interest as owner of the collateral or the goods mortgage as a mortgagee (as applicable) on any appropriate register; and� preparing, registering and maintaining any financing statement or financing change statement as required under the PPSA.


Anything which you or the guarantor must do under this agreement or any asset finance agreement must be done at your or theguarantor�s cost.

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33 GSTIf GST is imposed on any supply made by us under or in connection with this agreement or any asset finance agreement in additionto any other consideration payable by you to us, we may recover from you, an additional amount on account of GST, such amountto be calculated by multiplying the amount or consideration payable for the relevant supply by the prevailing GST rate. Anyadditional amount on account of GST recoverable from you under this clause shall be calculated without any deduction or set-off ofany other amount and is payable by you upon demand by us whether such demand is by means of an invoice or otherwise. Whereyou are required pursuant to this agreement or any asset finance agreement to pay an amount to us by way of reimbursement of an

You and the guarantor must not withhold any payment under this agreement or any asset finance agreement or make anydeduction from them, for any reason including because you or the guarantor claim to have a set-off, counterclaim or other rightagainst us or any other person.


34 Payments

Relevant provisions of the Code apply to this agreement and each asset finance agreement if you are an individual or a smallbusiness customer (as defined by the Code).

You can obtain from us on request:� information on your current interest rates and standard fees and charges relating to this agreement or any asset finance agreement;� general descriptive information concerning our banking services including: � for accounts with cheque access, general descriptive information about cheques; � account opening procedures; � our obligations regarding the confidentiality of your information; � complaint handling procedures; � bank cheques; � the advisability of you informing us promptly when you are in financial difficulty; and � the advisability of you reading the terms and conditions applying to each banking service we provide to you;� general descriptive information about: � the identification requirements of the Financial Transactions Reports Act 1988 (Cwlth); and � the options available to you under the tax file number legislation; or� a copy of the Code.

35 Overdue Payments


You must pay interest calculated on a daily basis at the default rate on each amount you do not pay on time under this agreementor any asset finance agreement for the period it is unpaid. Accrued interest is payable monthly at the end of the month, or on suchother days of the month as we tell you. We may add the interest payable to the amount you owe us. You are then liable for interestunder this provision on that interest amount.


Each of you and the guarantor irrevocably authorise us to complete any blanks or amend any details in this agreement or an assetfinance agreement (in the case of amending details, where such details are incomplete or incorrect).



39 Our right to use money we owe youYou and the guarantor authorise us to apply any money we owe you or the guarantor (as the case may be), including money inaccounts with us, to satisfy amounts you or the guarantor owe us under this agreement or any asset finance agreement.

We may:� do anything we think necessary to protect our rights in the collateral or under this agreement or any asset finance agreement;� do anything you should have done under this agreement, any asset finance agreement or the insurance and which we consider you have not done properly; or� exercise a right or, remedy in any way and at any time we consider appropriate. If we do not exercise a right or remedy fully or at a given time, we can still exercise it later.

We are not liable for any loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right orremedy, whether or not caused by our negligence.

Our rights and remedies under this agreement or any asset finance agreement are in addition to any other rights or, remedies givenby law independently of it.


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Under law, a trustee in bankruptcy, liquidator or controller (as defined in the Corporations Act 2001 (Cwlth)) may ask us to refund apayment we have received in connection with this agreement or any asset finance agreement or the guarantee and indemnity. Ifthat happens then we will treat that payment as not having been made and we will be entitled as against you or the guarantor asthough that payment was never made. This applies even though this agreement or any asset finance agreement has beenterminated or the guarantee and indemnity is at an end. If we ask, you or the guarantor must do anything to restore any securityinterest we hold or rights we have against you or the guarantor.

If we ask, you or the guarantor must do anything to restore any security interest we hold or rights we have against you or theguarantor.

40 Reinstatement of Rights

This agreement and each asset finance agreement is governed by the laws in force in the place where we sign it and you and wesubmit to the non-exclusive jurisdiction of the courts of that place.

Each indemnity in this agreement and each asset finance agreement is a continuing obligation, separate and independent fromother obligations. It continues after this agreement and each asset finance agreement ends or is terminated. It is not necessary forus to incur expense or make payment before enforcing a right of indemnity against you or the guarantor.

47 Indemnities

45 Business daysIf a date for payment under this agreement or any asset finance agreement is not a day (other than a Saturday or a Sunday) we areopen for business in the place we sign this agreement (�business day�), the payment must be made on the preceding business day.

We may vary a term of this agreement or an asset finance agreement, where we reasonably consider such variation is necessary toensure that the facility under the asset finance agreement is provided in accordance with all relevant laws and industry codes(including the Code). We will give you notice of any such variation, either in writing to you or by newspaper advertisement and willprovide such notice period as required by relevant laws and industry codes (including the Code).


44 Variation

46 Applicable law

43 SeverabilityAny provision of this agreement or any asset finance agreement which is prohibited or unenforceable in any jurisdiction is ineffectiveas to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of thisagreement or that asset finance agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

48 Agency and transferWe may enter into this agreement and any asset finance agreement as principal or agent. We may also transfer the collateral orour interest in this agreement or any asset finance agreement or give another person an interest in or form of security interest overeither of them, without getting your consent.

� left at your address (if they are for you) or the guarantors address (if they are for the guarantor) or left at our address (if they are for us);� sent by prepaid post to the address last notified; or� sent by facsimile to the facsimile number last notified.

Any notice sent by:� post will be taken to be received at 12 noon 3 days after posting; and� facsimile will be taken to be received at the time of the transmission report for that facsimile.



41 Our certificates

42 Notices and other communicationsNotices in connection with this agreement or any asset finance agreement given by you or the guarantor or us must be in writing byan authorised person, and may be:

We may give you or the guarantor a certificate regarding any matter concerning this agreement or any asset finance agreement orthe guarantee and indemnity including any amount payable to us by you or the guarantor. Unless there is a manifest error in thecertificate it is conclusive evidence of the matter set out in it.

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50 PartnershipIf you enter into this agreement or any asset finance agreement as a partner in a partnership with one or more persons, the personsnamed in the Details are all the partners in the partnership.



52 Power of Attorney

53 Confidentiality

Time is of the essence in relation to your obligations to pay money under this agreement and each asset finance agreement. It isessential you comply with these obligations on time. We do not have to give you more time to comply.


(a) You agree not to disclose, or cause or permit disclosure of any information relating directly or indirectly to this agreement and each asset finance agreement, its contents, any part of it or any other information or documents relating directly or indirectly to it to any person without our consent.(b) Without limiting clause 53(a), you agree and we agree that neither of us will disclose to an "interested person" or any other person at the request of an interested person, any information of the kind described in section 275(1) of the PPSA unless allowed or required by law.(c) Without limiting clause 53(a), you agree you will not authorise the disclosure of any information of the kind described in section 275(1) of the PPSA.(d) Subject to clause 53(a), you and we agree not to disclose information provided by you or us (including the existence or contents of this agreement and each asset finance agreement) except: � to officers, employees, legal and other advisers and auditors of you, us or a receiver; or � with the consent of the other party (who must not unreasonably withhold their consent); or � if required by any stock exchange or if allowed or required by law; or � by us to any of our related entity; or � by us to any assignee of our rights under this agreement or an asset finance agreement; or � by us to any person in connection with us exercising our rights or dealing with our rights or obligations (including preparatory steps such as negotiating with any potential assignee of our rights or other person who is considering contracting with us or a receiver in connection with this agreement or an asset finance agreement); or � by us for the purpose of registering and maintaining any financing statement or financing change statement (each as defined in the PPSA) relating to our security interests in the collateral; or � by us to any debtor or guarantor or person we believe may become a debtor or guarantor, provided that the prohibition under 53(b) or 53(c) is absolute and therefore none of the exceptions in 53(d) apply to a disclosure under 53(b) or 53(c).

You irrevocably appoint each of your authorised persons individually as your attorneys to execute and deliver any schedule on yourbehalf.

49 Trustee ProvisionsEach of you and the guarantor acknowledge that, unless it has told us otherwise, it does not enter into a trust agreement as trusteeof any trust or settlement.If you or the guarantor enter into a trust agreement as the trustee of a trust or settlement then the trustee agrees that:� the trustee is the only trustee of the trust and enters into the trust agreement in its personal capacity and as trustee of the trust;� the trustee is authorised and has power to enter into the trust agreement;� the trust agreement is for the benefit of the beneficiaries of the trust, and the beneficiaries have consented to the entry into each trust agreement; and� the trustee has a right to be fully indemnified out of the trust assets for obligations incurred under the trust agreement and the trust assets are sufficient to satisfy that right of indemnity and all other obligations in respect of which the trustee has a right to be indemnified out of the trust assets.



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casualty event


authorised person means:� in your case, those persons described as such in the Details and each other person whose name, signature and title is notified by you to us, except if you have notified us that a person ceases to be such an authorised person, and� in the case of the guarantor: � if the guarantor is a company, its director or secretary; or � if the guarantor is a partnership, each partner; or � if the guarantor is an individual, the guarantor; and each other person whose name, signature and title is notified by the guarantor to us, except if the guarantor has notified us that a person ceases to be such an authorised person,� in our case, a director or secretary, an officer whose title contains the word �director�, �chief�, �head�, �president�, �manager� or a person performing the functions of any of them.

asset finance agreement means a hire purchase agreement, a lease agreement or each loan document.

means, in respect of the goods:� the goods are lost, stolen or destroyed, or� the goods are damaged or impaired to such an extent that you or the insurer decides that repair is impractical or uneconomic.


collateral means each one or more of the following which the context allows:� the goods the subject of an asset finance agreement; and� replacements for and accessories and additions fitted to any such goods at any time; and� includes the proceeds of sale of any such goods described above and any other income derived from such goods and any other proceeds of such goods.

In this agreement or any asset finance agreement a reference to:� the singular includes the plural and vice versa;� law includes common law, principles of equity and legislation of the Commonwealth, a state or territory;� a document or legislation includes any variation, novation or replacement of it;� a person includes the person�s executors, administrators, successors, substitutes (including persons taking by novation) and assigns, and in our case, any principal for whom we may be agent (whether described or not);� any thing (including the goods) includes the whole and each part of it; and� a person includes an individual, a firm, a body corporate, an unincorporated association and an authority.


You agree that you have waived your right under section 157(1) of the PPSA to receive notice of a verification statement if thecollateral is described in the registration as commercial property (pursuant to section 157(3) of the PPSA).


If Chapter 4 of the PPSA would otherwise apply to the enforcement of this agreement and each asset finance agreement, you agreethe following provisions of the PPSA will not apply to the enforcement of this agreement and each asset finance agreement:� section 95 (notice of removal of accession), to the extent that it requires us to give a notice to you;� subsection 121(4) (enforcement of liquid assets � notice to grantor);� section 125 (obligation to dispose of or retain collateral);� section 128 (secured party may dispose of collateral);� section 129 (disposal by purchase);� section 130 (notice of disposal), to the extent that it requires us to give a notice to you;� subsection 132(3)(d) (contents of statement of account after disposal);� subsection 132(4) (statement of account if no disposal);� subsection 134(1) (retention of collateral);� section 135 (notice of retention);� section 142 (redemption of collateral); and� section 143 (reinstatement of security agreement).� section 142 (redemption of collateral); and� section 143 (reinstatement of security agreement).

54 Exclusion of certain PPSA provisions

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loan agreement

lease agreement means any agreement for the lease of goods on the terms of this agreement and a scheduleheaded �Equipment Schedule - Lease Agreement� for those goods.

means an agreement for the provision of a loan by us to you on the terms of this agreement anda schedule headed �Loan Schedule and Goods Mortgage�.

interest charges means for a loan agreement, the amount described as such in the schedule.

Interpretation provisions means the provisions of this 56.

means:� insurance against loss or damage to the goods caused by fire, theft, accident and any other risks we reasonably specify up to an amount approved by us,� public liability insurance for bodily injury or death or damage to property or the environment arising in connection with the use of the goods up to an amount approved by us, including motor vehicle comprehensive and third party insurance if the goods are a motor vehicle, and� insurance against any other liability the law or we reasonably require you to insure against.

insurance

means for a loan agreement, each amount described as such in the schedule.instalment amount


hire purchase agreement means any agreement for the hire and purchase of goods on the terms of this agreement and aschedule headed �Equipment Schedule - Hire Purchase Agreement� for those goods.


goods mortgage means the mortgage given by you to us under a schedule in relation to the goods.

goods

fundamental provision means in respect of a lease agreement or a hire purchase agreement:� payment of all money on time under this agreement or the lease agreement or hire purchase agreement; and� performing your obligations under 16, 17, 18 and 20 in relation to a lease agreement or a hire purchase agreement (but in respect of 18 if you are an individual, it is not a fundamental provision of the asset finance agreement that you ensure that the events referred to in section 301 of the Bankruptcy Act 1966 (Cwlth) do not happen to you).



guarantee and indemnity means the guarantee and indemnity contained in Part D of this agreement and each otherprovision in this agreement applying to the guarantor.

means for an asset finance agreement, the goods described in its schedule and which, in thecase of a loan agreement, are subject to the goods mortgage, including parts and accessories,and any replacements and substitutions of such goods.



discount rate means, on any date the termination value is calculated, in relation to a lease agreement or a hirepurchase agreement, the lesser of:� the rate of interest used to calculate the rent instalments and, in the case of a lease agreement, the residual value; and� the rate of interest which would have been the rate of interest referred in this definition if the lease agreement or hire purchase agreement had been entered into on that date.


Page 13 of 18861139 7318301_11 052010



security interest means, in relation to:� any personal property (as defined in the PPSA) has the same meaning as in the PPSA; and� any other property means any security for the payment of money or a performance of an obligation, including a mortgage, charge, lien, pledge, trust, power, title retention or flawed deposit arrangement. It also includes a guarantee or indemnity.

security in respect of a loan agreement, means the goods mortgage and any collateral security describedas such in the schedule.

means:� for a lease agreement or a hire purchase agreement, the schedule entitled "Tax Invoice - Equipment Schedule - Lease Agreement/Hire Purchase Agreement" that is part of that lease agreement or hire purchase agreement (which refers to this agreement) setting out the goods, number of rent instalments, residual value (in the case of a lease agreement), details of payment of fees, GST, stamp duty and other matters; or� for a loan agreement, the schedule entitled "Loan Schedule and Goods Mortgage" which forms part of that loan agreement (which refers to this agreement) setting out the goods, the loan amount, interest charges, fees and other matters, and containing the terms of the goods mortgage.

schedule

payment date means for an asset finance agreement, each date described as such in the relevant schedule asvaried in accordance with 4 or 14.


records means certificates of registration, insurance certificates, log books, instructions and servicemanuals and other documents relating to the goods.

loss includes any liability or loss, and any costs (including on account of funds borrowed, contractedfor or used to fund any amount payable or any amount in respect of any swap or hedge by us inconnection with our purchase of the goods, this agreement or any asset finance agreement) andtaxes and includes any notional amount payable arising from any swap, hedge or fundingtransaction between our internal departments or sections.

net sale proceeds means the gross sale proceeds received for selling, re-leasing or re-hiring goods less all costs

regulatory legislation means either or both of the Credit (Rural Finance) Act 1996 (Qld) or sections 13, 15 or 25 of theHire Purchase Act 1959 (WA).

rent instalment means for a lease agreement or a hire purchase agreement, the rent instalments described inthe relevant equipment schedule, as varied in accordance with 4 or 14.

residual value means for a lease agreement, the residual value described in the relevant schedule, as varied inaccordance with 4 or 14.

means, if applicable, the partnership described in the Details.



receiver includes receiver or receiver and manager.

related entity has the meaning given to it in the Corporations Act 2001 (Cwlth).

means for a loan agreement, this agreement, that loan agreement and any security or securityinterest.

loan documents

means for a loan agreement, at a particular time, the loan amount which has not been repaidand remains outstanding at that time, together with interest accrued and all other amounts due tous under the loan agreement. The loan balance on which interest is calculated for the firstpayment date is the loan amount less the amount of any instalment amount received on the datewe lend you the loan amount.

loan balance

loan amount means for a loan agreement, the amount described as such in the schedule or so much of it ashas been advanced to you.

Page 14 of 18861139 7318301_11 052010


we, our, us, lessor

use of the goods

means NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937.




unrecoveredcommissions

means in respect of a loan agreement, the portion of commissions in connection with the loanagreement which we have paid to a person who introduced you to us, or us to you, which wehave not fully recovered as a result of the occurrence of any of the loan balance being prepaid,or a loan document being terminated in whole or in part before the end of the term.

termination value

term means for a lease agreement or hire purchase agreement, the period described as the term in itsequipment schedule and for a loan agreement, the period from the date we lend you the loanamount to the final payment date described in the schedule.

in respect of any goods on a day the termination value is calculated, means:� where the asset finance agreement is a lease agreement or a hire purchase agreement, the sum of: � the present value on that day of the residual value for the goods (only in the case of a lease agreement); and � the present value on that day of the rent instalments which are still to fall due and which are attributable to the goods. The present value on a day is calculated by discounting that amount at the discount rate; and� where the asset finance agreement is a loan agreement, the portion of loan balance attributable to the goods.

this agreement means this Master Asset Finance Agreement including the guarantee and indemnity.


trust agreement means for the purposes of 49, this agreement, any asset finance agreement or the guaranteeand indemnity.

means in respect of an asset finance agreement that is a lease agreement, any of the followingevents:� an imposition of, or any change in the basis of, or the interpretation, application or administration of any law or regulation imposing any taxes including a change in the: � tax rate applicable to us; or � rate or deductibility of the depreciation available to us in respect of the goods, or the timing of the availability of the depreciation changes or differs from that assumed by us in calculating the rent instalments and residual value; � dates or frequency upon which tax is payable by us; or� we are taken to have received the market value in respect of the disposal of the goods pursuant to item 6 in the table of section 40-300(2) of the Income Tax Assessment Act 1997 (Cwlth); or� sections 82KJ, 82KK, 82KL, 51AD, Division 16D or 16E of Part III or Part IVA of the Income Tax Assessment Act 1936 (Cwlth) or any similar provision of the Income Tax Assessment Act 1997 (Cwlth) are applied to the transaction documented in the lease agreement.

tax event

Page 15 of 18861139 7318301_11 052010

Execution of the Master Asset Finance Agreement

Execution by Customer


By signing this Master Asset Finance Agreement you acknowledge and agree that:� you have received and read a copy of the Master Asset Finance Agreement before signing it and you agree that the terms of 8, 21, 22 and 23 containing various acknowledgments and consents by you, have been brought to your attention and fully explained to you and you agree that the acknowledgments are correct.� you will notify us promptly if you change your address.� we may pay commission, fees or other remuneration to any broker, agent, dealer or other person who introduces you to us or us to you ("Introducer") out of money paid by you under an asset finance agreement entered into under this Master Asset Finance Agreement. We may give any Introducer monetary rewards based on the volume and value of introductions they give us, and in calculating the volume and value of introductions, we may take the asset finance agreement into account.

Company



Full Name

THOMAS TRINH

Title

DIRECTOR

Date

TT9999 PTY LTD 52 168 537 531

Company Name ABN




Title

Date



Address

Date

Page 16 of 18861139 7318301_11 052010

X

SIGN

HERE



By signing this Master Asset Finance Agreement the guarantor:� agrees to be bound by the guarantee and indemnity in Part D and all other provisions of this Master Asset Finance Agreement relevant to that guarantee and indemnity.� declares that its attention has been drawn to the warnings set out on the front page of this Master Asset Finance Agreement and below, and in particular the recommendation that legal and financial advice should be obtained before signing this Master Asset Finance Agreement.� declares that it has obtained legal and financial advice as necessary or if it has not obtained such advice, declares that it does not regard any such advice as necessary and prefers to proceed without it.� declares that it is fully aware of the nature of, and risks in signing this Master Asset Finance Agreement and is signing it voluntarily.

Important


* THE GUARANTOR SHOULD READ THE GUARANTEE AND INDEMNITY AND THE TERMS RELATING TO THE MASTER ASSET FINANCE AGREEMENT AND ASSET FINANCE AGREEMENT CONTRACT OR OTHER FACILITY OR FINANCIAL OBLIGATION TO BE GUARANTEED.



THINGS THE GUARANTOR MUST TO KNOW

* Understand that, by signing the guarantee and indemnity contained in this Master Asset Finance Agreement, the guarantor may become personally responsible instead of, or as well as, the customer to pay the amounts which the customer owes and our expenses in enforcing the guarantee and indemnity.


* The guarantor may be able to withdraw from the guarantee and indemnity contained in this Master Asset Finance Agreement or limit its liability. The guarantor should ask its legal adviser about this before the guarantor signs the guarantee and indemnity.

* The guarantee and indemnity contained in this Master Asset Finance Agreement applies in relation to a future credit contract (including a future asset finance agreement) or other facility or financial obligation to the extent it is within a limit previously agreed by the guarantor in writing. Otherwise the guarantee and indemnity contained in this Master Asset Finance Agreement only applies to an asset finance agreement under the Master Asset Finance Agreement, a future credit contract or other facility or financial obligation if we give the guarantor a copy of the relevant contract document and subsequently obtain the guarantor�s written acceptance of the extension of the guarantee and indemnity contained in this Master Asset Finance Agreement in this regard.

Page 17 of 18861139 7318301_11 052010



Full Name

THOMAS TRINH

Address

Date




Date


Page 18 of 18861139 7318301_11 052010

XSIGN

HERE X



FINANCE BROKER)


POINT COOK VIC 3030

Equipment Loan & Goods Mortgage

Contract Number _____________________



� The guarantor should seek independent legal and financial advice on the effect of the guarantee and indemnity contained in this document before the guarantor agrees to sign it.� The guarantor can refuse to sign this document.� There are financial risks involved in signing this document (for example, it may become necessary for the guarantor to sell its assets so that the guarantor can pay us).� The guarantor has the right to limit its liability under the guarantee and indemnity contained in this document in accordance with the Code of Banking Practice (if it applies to the guarantee and indemnity contained in this document) and as allowed by law.� The guarantor can request information about this agreement and any other credit contract or other facility or financial obligations to be guaranteed (including any existing credit contract, facility or financial obligation with us to be refinanced by this agreement, or other contract, facility or financial obligation).


By signing it the guarantor becomes personally responsible instead of, or as well as, the customer for amounts up to any guaranteelimit described in the Details and otherwise not subject to any limit) even if the guarantor has given us separate security interests.These amounts may include amounts which can increase, for example if this agreement is terminated early for any reason or if thisagreement is varied or amended.

The guarantor can become responsible for additional amounts not included in any guarantee limit described in the Details.


Page 1 of 18127306 7453942_7 042011


Part A - Details

Us

ABN

Address

Name

12 004 044 937



TT9999 PTY LTD


ABN

Name

You

52 168 537 531

Company

THOMAS


TRINHSurname

Name

Guarantor

Guarantee Limit


� an amount equal to interest, fees, costs and taxes accrued and not paid by the customer at the time we serve a demand to pay on the guarantor, up to the amounts payable for the 12 months ending on the date of service of our demand on the guarantor.


� $115,500.00 (comprising amount of any nature including instalment amounts, principal, interest, costs or otherwise);

plus

Other security interest to be held in relation to this agreement

.........................................................

Loan

Information concerning amount to be paid

Loan amount (a)

Interest charges (b)

Total amount payable under this agreement (c)

.......................................................................................................

.......................................................................................................

$115,500.00

$16,317.60

$131,817.60

Page 2 of 18127306 7453942_7 042011

Note:

(a) This is the principal sum advanced under this agreement.(b) �Interest charges� cover the amount of interest payable under this agreement.(c) This amount is the total of the amount financed and the interest charges.

You direct and authorise us to pay the loan amount to VOLVO COMMECIAL VEHICLES - BRISBANE BSB 244-00ACC 100599074

60 months from the date of drawing of the loan amount.

Term

Final Repayment Date

Date

Payments

Number of Payments Frequency

InstalmentAmount

PaymentDates

60 Monthly $2,196.96/ /

Establishment Fees

Bank Fees

Registration

Stamping

$25.00PPS Reg & Maint Fee

$395.00Settlement Fee

Loan Variation Fee

Payable if we allow you to repay the whole of your loan before it is due One month�s instalment (or equivalentfor structured transactions)

Goods

Year

Description

Registration State

Engine No

Registration No

VIN / Chassis No

Location

Motor Vehicle

YV5AP80D7CD134561

11 MIDDLE PARK DRIVE POINT COOK VIC 3030

VIC

059176

2012

Make VOLVO

Model FH600

Used, PRIME MOVER

Page 3 of 18127306 7453942_7 042011

X

INITIAL HERE

In consideration of, amongst other things, us providing you with the loan amount, you agree to assign all of your right, title andinterest in, to and under the goods to us by way of equitable mortgage as security for the payment of all secured moneys. You dothis as beneficial owner unless the Details specify that you enter into this goods mortgage as trustee of a trust, in which case, youdo this as trustee of the trust for all goods comprising the trust fund. Despite any provision of this agreement or any otherdocument, this goods mortgage is not subject to any declaration of trust, defeasance or condition not specified in the goodsmortgage.

If you already own the goods, you declare that you are the only person who has any rights or interest in the goods, you have theright to grant a security interest in the goods and there are no security interests (other than this goods mortgage) affecting thegoods. If you do not already own the goods, you must do everything necessary to become the legal owner of the goods.

You must repay us the loan balance on the final repayment date described in the Details. You may not prepay the whole or anypart of the loan balance before it is due without our consent. If we allow you to prepay the whole part of the loan balance before it isdue, you must pay us any amount payable under 19. If we allow you to prepay the whole of the loan balance before it is due, youmust also pay us the loan variation fee described in the Details.

Part C - Goods Mortgage

7 You mortgage the goods to us

6 What happens to payments we receiveWe may use any payment we receive under or in connection with this agreement to reduce the loan balance in any order. After theloan balance is paid, we may pay any remaining money to a person with a subsequent registered or unregistered security interestwithout incurring liability to you.

3 Interest charges and instalment amountsYou must repay all amounts you borrow from us and pay us interest charges on the loan balance. You agree to do so by paying theinstalment amounts on each payment date. Interest charges are payable progressively over the term, and are included in theinstalment amounts shown in the Details.

We calculate interest charges by applying the relevant fixed interest rate to the projected monthly outstanding loan balance on theassumption that you will pay the instalment amounts on each payment date. You can obtain information about these rates from uson request.

2 LoanWe agree to lend you the loan amount by paying it in accordance with your direction set out in the Details. We do not have to lendyou the loan amount if:� we have not signed this agreement;� we have not received all documents and information we require in a form satisfactory to us; or� you or a person who provides a security interest is in default under any asset finance agreement.

1 Entering into this agreement

Part B - Equipment Loan Provisions


5 Termination of this agreementYou are in default of this agreement if:� you do not pay on time any of the amount payable under this agreement including any loan balance;� you do something you agree not to do, or you fail to do something you agree to do under a loan document;� you repudiate or are in default under, any other agreement or arrangement between you and us;� you give us incorrect or misleading information in connection with a loan document;� we believe on reasonable grounds that you or another person has acted fraudulently in connection with a loan document;� you or the guarantor become insolvent (but if you are an individual, you are not in default if the events referred to in section 302 of the Bankruptcy Act 1966 (Cwlth) happen to you);� we believe on reasonable grounds that you have removed or disposed of any of the goods, without our consent or that you intend to do so; or� we believe on reasonable grounds that urgent action is necessary to protect any of the goods.

If you are in default:� you agree to pay the loan balance when we ask; and� we may exercise any of our rights and remedies against you or in relation to the collateral or any person which are available at law, or under a loan document.

This agreement commences when you and we have signed this agreement.

This agreement is a "security agreement" for the purposes of the PPSA. The security interests granted under this agreement attachto the collateral in accordance with the PPSA and the parties confirm that they have not agreed that any security interest grantedunder this agreement attaches at a later time.

Page 4 of 18127306 7453942_7 042011

8 You can keep possession of the goods

9 Power of attorney

11 Appointment of receiver

12 Disposal of the goods is final

13 Credit (Rural Finance) Act

Even though you have mortgaged the goods to us, we will allow you to keep possession of the goods and use them subject to theprovisions of the loan documents.

In exercising the power to appoint a receiver, we may appoint a receiver to all or part of the collateral. A receiver is your agent(unless we notify you that the receiver is to act as our agent) and you are solely responsible for anything done or not done by thereceiver and for the receiver's remuneration. We may set the remuneration of a receiver at an amount we consider appropriate,remove a receiver or appoint a new or additional receiver. If we appoint more than one receiver, we may specify whether they mayact individually or jointly.

Unless the terms of appointment of a receiver restrict a receiver�s powers, the receiver may:� take or give up possession of the goods as often as it chooses;� sever, remove and sell fixtures; and� do anything the law allows an owner or a receiver of the goods to do (including improving, selling or leasing it).

10 What can happen if you are in defaultIf you are in default under the loan documents, you agree to pay us the secured moneys immediately when we ask.

We may enforce this goods mortgage by doing any or more of the following in addition to anything else the law allows us to do as"secured party" (for the purposes of the PPSA) or mortgagee:� sue you for the secured moneys;� appoint one or more receivers over all or part of the goods; or� do anything that a receiver may do under 11.

We may enforce this goods mortgage before we enforce any other right, security interest or remedy we have against any otherperson or under another document. We may enforce any security interest in any order we choose.

Neither we nor a receiver need give you any notice or allow time to elapse before exercising a right under this goods mortgage orconferred under law, unless the notice or lapse of time is required by law and cannot be excluded.

You agree that if we or a receiver sells or otherwise disposes of the goods, the person who acquires the goods need not checkwhether we or the receiver has the right to dispose of the goods or whether we are exercising that right properly. You agree not tochallenge that person�s right to acquire the goods.

14 Administrative mattersWe may register this goods mortgage at your expense as a mortgage on any appropriate register. You must promptly do anythingwe ask (such as signing and producing documents and supplying information):� to perfect or provide effective security over the goods;� to do everything necessary to enable us to register this goods mortgage; and� to enable us to exercise our rights in connection with the collateral.

If this goods mortgage is regulated by the Bills of Sale and Other Instruments Act 1955 (Qld) and you do not legally own the goods,you acknowledge that this goods mortgage is given for a loan to be spent wholly or in part in purchasing the goods.

You may require us to release the goods from this goods mortgage, and reassign the goods back to you, when there is no longerany secured moneys.

To protect our security, you appoint us, each of our authorised persons, our employees and each receiver under this goodsmortgage individually as your attorneys. You may not revoke any of these appointments. Each attorney may do anything webelieve necessary or helpful to protect our interest in the collateral and this goods mortgage, and anything which you can do asowner of the collateral (including selling, leasing or otherwise dealing with the collateral, signing documents, conducting ordefending legal action in relation to the collateral or any insurance relating to the collateral).

If the Credit (Rural Finance) Act 1996 (Qld) applies to this goods mortgage, our rights to take possession of or sell the goods aresubject to giving any notice you and any guarantor are required to be given in accordance with this legislation. We agree to pay toor recover from you any amount you are entitled to under the Credit (Rural Finance) Act 1996 (Qld) in exercising our rights.

Page 5 of 18127306 7453942_7 042011


You must:� give us any information we ask for relating to the collateral (including any documents of title, chattel paper, negotiable instruments, investment instruments or other documents we request relating to the collateral), your business, property or financial position;� ensure that you, the guarantor and any person who provides a security interest do not become insolvent;


This agreement terminates in respect of the affected goods when you pay us this amount.

We will notify you in writing of varied instalment amounts and stamp duty (as the case may be) payable under this agreement inrespect of the goods not affected by the casualty event.

If any goods are damaged not resulting in a casualty event, you must notify us immediately, and take steps to restore them to thecondition they were in before they were damaged. If we receive money from an insurer or any other person for the goods becauseof the damage, we agree to pay it to you, up to the amount required to restore the goods, less all money then payable by you to usunder this agreement.

17 Things you must not do about the collateralYou must not, without our prior written consent:� assign or deal with your rights in connection with this agreement;� give or allow any other person to have an interest in or security interest over this agreement, the collateral or any land to which the collateral is attached;� place, or allow to be placed, on the collateral, any plates or marks that are inconsistent with our security;� alter the collateral or do or omit to do anything else likely to diminish the value of the collateral;� attach the collateral to any land;� give control of the collateral to another person other than us;� allow any collateral to become an accession to, or commingled with, any property that is not collateral; or� move any collateral outside Australia.



You must:� supply us with the correct serial numbers of collateral that may, or must, be recorded on the PPSR by serial number, as required by the PPSA;� protect our interest in the goods and make it clear that we have a security over the goods;� comply with all applicable law affecting the collateral or its ownership or use;� protect the collateral from loss or damage and keep it in good working order and condition;� pay all amounts relating to the collateral when payable;� ensure that the use of the collateral is only for your business and only for the purpose for which it is designed;� service and maintain the collateral in accordance with the supplier's instructions and recommendations, and only by competent and properly qualified licensed personnel, and keep all records relating to the collateral;� tell us if the collateral is not in your possession or control or you move it from the place it is regularly kept;� allow us or a person authorised by us to enter any land and buildings owned or occupied by you, any place where the collateral is located, your places of business and your registered office at any time to: � inspect the collateral; � check whether you have possession of the collateral; � inspect and take copies of any records relating to you or the collateral; � exercise any of our rights under this agreement; or � do any act, matter or thing that ought to have been done by you under this agreement;� replace and substitute parts to the collateral as necessary, tell us of major parts replaced or substituted and ensure that the parts become our property free and clear of any security interests or any other rights or interest of any person;� register on the PPSR every security interest that you hold in the collateral: � as soon as such security interest becomes registrable under the PPSA (whether before or after the security interest arises); and � in a manner which affords you the highest possible priority under the PPSA in respect of each security interest, and maintain each registration at all times while you have an obligation under this agreement;� if requested by us, you must pay into a control account we open or maintain in your name (which in the absence of us specifying such an account will be your principal operating account maintained by us) all the moneys which you receive in respect of proceeds and any other amount in connection with the collateral (including insurance proceeds which must be applied in accordance with 20). You must comply with any direction we issue to deal with those moneys while in the control account; and� do everything necessary to ensure we are able to do any of the things above (including obtaining any necessary consents from the owner or occupier of the premises for us to do so).

Part D - Specific Conditions

Page 6 of 18127306 7453942_7 042011

You indemnify us against, and must pay us on demand for, any loss we incur in connection with:� exercising our rights under this agreement or the loan documents;� you or the guarantor not doing what you or the guarantor should have done, or for us doing anything you or the guarantor should have done, under this agreement or the loan documents;� a default under the loan documents as set out in 5;� our security (including registering our security interest);� us possessing the collateral;� any death, injury or damage caused directly or indirectly by the collateral or the use of the collateral;� any loss, damage, or destruction of, or defect in, the collateral;� our reliance, or us acting in good faith, on any information you give us or instructions or communications sent to us (in any form) that we receive from you, the guarantor or a supplier of the collateral;� any claim or proceeding being made against us relating to this agreement, the collateral, or the ownership or use of the collateral (including for patent, trademark or copyright infringement, for strict liability, for personal injury or death to any person, for breach of law (including occupational health and safety legislation) or for any other reason);� this agreement terminating in whole or in part in respect of any collateral before the end of the term; and� the loan balance being prepaid in whole or in part, before the end of the term. If this occurs, you acknowledge that the loss we suffer may include unrecovered commissions, and you agree to indemnify us for this loss.

19 Indemnities

You must:� maintain insurances and if we ask, give us evidence of them and any information about them;� note our security interest as mortgagee of the collateral on the policy;� tell us if a claim on the insurance is made or if any insurance is cancelled; and� do anything we reasonably ask you to do relating to a claim on the insurance. If we tell you, we may take over your rights to make, pursue or settle a claim on the insurance and exercise those rights in any manner we choose.




20 Insurance

� ensure there is no change in your business, assets or financial position which materially adversely affects your ability to meet your obligations under this agreement;� if you are a corporation, ensure that the persons who control you at the date of this agreement continue to do so unless you have our consent for other persons to control you. This does not apply if you are a �listed corporation� as defined in the Corporations Act 2001 (Cwlth);� comply with the terms of this agreement;� do anything we ask you to do to ensure the security interest granted under this agreement is perfected;� do anything required to enable us to register this agreement or a notice in respect of it or the security interests constituted by it with the priority that we require, and to maintain that registration (and, if required, renew its registration);� not, without our consent, change your name; and� not, without our consent, relocate your principal place of business outside Australia or change your place of registration or incorporation.

You acknowledge that you alone are responsible for examining the collateral before you accept it and to satisfy yourself about it, itsquality, compliance with description, condition, safety, suitability, and fitness for your purposes, the validity of any warranties or

21 Warranties and limitationsYou acknowledge that to the full extent permitted by law:� all express and implied terms, conditions and warranties are excluded, other than as set out in this agreement; and� whether Division 2 of Part V of the Trade Practices Act 1974 (Cwlth), Division 2 of Part 2 of the Australian Securities and Investments Commission Act 2001 (Cwlth) or any law having similar effect applies, our liability for anything in relation to the collateral or the use of the collateral or any financial services under this agreement, including damage or economic loss to anyone, is limited as much as it can be and it can not be more than either: � to replace the collateral with the same or equivalent collateral, to pay the cost of such a replacement, or to repair the collateral or pay for its repair; or � where applicable, to re-supply the financial services with the same or equivalent services or pay for the cost of that re-supply of the financial services.


22 Acknowledgments about the collateral

Page 7 of 18127306 7453942_7 042011

23 Other acknowledgmentsYou acknowledge that:� when you sign this agreement there has not been a significant change in your business, assets or financial condition since you last entered into an asset finance agreement with us;� we have made no representation or warranty about the accounting or taxation treatment of this agreement (including about the deductibility of payments under this agreement for taxation purposes or the accounting classification of this agreement);� the supplier of the collateral is not our agent in respect of the sale of collateral and has no authority to represent or bind us;� we are not liable and you release us from any liability in connection with any faults, defects or inadequacies in the collateral, or in connection with injury or death or any person, or loss or damage to property arising from the use of the collateral (including if this is because of our negligence); and� we are not liable and you release us from any liability or loss in connection with our reliance or us acting in good faith on any information you give us or instructions or communications however sent to us that we receive from you, the guarantor or a supplier of the collateral.

25 Guarantor's obligations


By signing this agreement, the guarantor could become liable to pay us under the guarantee in 26, the indemnity in 27, costs andtaxes in 32 and interest under 35. Part F of this agreement ("General Conditions") also applies to the guarantor. The guarantor'sobligations under this agreement are subject to the provisions in this agreement about the Code applicable to the guarantor in 30.


To the extent the Code applies to the guarantee and indemnity or in any case if a guarantee limit is specified in the Details, theguarantor's liability in connection with this agreement is limited to the sum of:� the guarantee limit; and� the additional liabilities payable by the guarantor under 32 and 35 (such as costs, taxes and interest).

26 GuaranteeThe guarantor unconditionally and irrevocably guarantees that the customer will:� pay all amounts payable by the customer under this agreement; and� perform all of the customer�s obligations under this agreement.

If the customer does not pay us any amount under this agreement when it is due, the guarantor must pay that amount to us whenwe ask.

27 IndemnityThe guarantor unconditionally and irrevocably indemnifies us against any loss we suffer or incur if:� the customer does not, is not obliged to or is unable to, pay us in accordance with this agreement;� the customer does not comply on time with all its obligations under this agreement;� the guarantor does not or is not obliged to pay us an amount under 26; or� we are obliged, or we agree to pay an amount to a trustee in bankruptcy or liquidator in connection with a payment by the guarantor or the customer.



guarantees for the collateral, and entitlements to patents. You acknowledge that you did not rely on our skill or judgment or on anyrepresentation, warranty or undertaking made by us or anyone else while examining the collateral and in reaching the decision toaccept the collateral.

Part E - Guarantee and Indemnity

Page 8 of 18127306 7453942_7 042011

29 Continuance of the Guarantor's LiabilityThe guarantor agrees that its liability under this agreement is not affected by any act or omission by us or by anything which mightaffect it under law or otherwise including:� the fact that: � we vary or replace this agreement, such as by extending the term; � we enter into this agreement as agent or as principal; � we either release, lose the benefit of or do not obtain any security interest or do not register any security interest that could be registered; � we release the customer or give them a concession, such as more time to pay; � we release any person who guarantees the customer's obligations under this agreement; � the obligations of any person who guarantees the customer's obligations under this agreement may not be enforceable; or � any person who was intended to guarantee the customer's obligations under this agreement does not do so or does not do so effectively;� the death, mental or physical disability or insolvency of any person including the guarantor or the customer; and� changes in the membership, name or business of a firm, partnership, committee or association.

You and the guarantor must not withhold any payment under this agreement or make any deduction from them, for any reasonincluding because you or the guarantor claim to have a set-off, counterclaim or other right against us or any other person.


30 Code of Banking Practice - GuaranteeRelevant provisions of the Code apply to this guarantee and indemnity if, at the time that this guarantee and indemnity is executed,the guarantor is an individual and you are an individual or a small business customer (as defined by the Code).

You must pay us for our reasonable costs and taxes payable in connection with:� this agreement including any actual or attempted exercise or enforcement of rights under them;� our purchase of the goods;� any payment, receipt or other transaction arising out of our purchase of the goods or this agreement;� the registration of the goods mortgage as a mortgage on any appropriate register; and� preparing, registering and maintaining any financing statement or financing change statement as required under the PPSA.


Anything which you or the guarantor must do under this agreement must be done at your or the guarantor�s cost.

You agree to pay us any fee described in the Details or otherwise when we ask. We may vary the amount of any fee or vary howfees are charged or impose new fees at any time. If we do so, we will notify you in writing or (except for an introduction of a fee) bynewspaper advertisement. Once paid, these amounts are not refundable for any reason.

If GST is imposed on any supply made by us under or in connection with this agreement in addition to any other considerationpayable by you to us, we may recover from you, an additional amount on account of GST, such amount to be calculated bymultiplying the amount or consideration payable for the relevant supply by the prevailing GST rate. Any additional amount onaccount of GST recoverable from you under this clause shall be calculated without any deduction or set-off of any other amount andis payable by you upon demand by us whether such demand is by means of an invoice or otherwise.

Where you are required pursuant to this agreement to pay an amount to us by way of reimbursement of an amount paid or payableby us to a third party, the amount required to be paid by you will exclude any amount in respect of which we are entitled to an inputtax credit.

31 Fees

32 Costs and Taxes

33 GST

34 Payments

35 Overdue Payments

Part F - General Conditions

You must pay interest calculated on a daily basis at the default rate on each amount you do not pay on time under this agreementfor the period it is unpaid. Accrued interest is payable monthly at the end of the month, or on such other days of the month as we tellyou. We may add the interest payable to the amount you owe us. You are then liable for interest under this provision on thatinterest amount.


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Notices in connection with this agreement given by you or the guarantor or us must be in writing by an authorised person, and maybe:� left at your address (if they are for you) or the guarantor�s address (if they are for the guarantor) or left at our address (if they are for us);� sent by prepaid post to the address last notified; or� sent by facsimile to the facsimile number last notified.Any notice sent by:� post will be taken to be received at 12 noon 3 days after posting; and� facsimile will be taken to be received at the time of the transmission report for that facsimile.



You and the guarantor authorise us to apply any money we owe you or the guarantor (as the case may be), including money inaccounts with us, to satisfy amounts you or the guarantor owe us under this agreement.

We may give you or the guarantor a certificate regarding any matter concerning this agreement or the guarantee and indemnityincluding any amount payable to us by you or the guarantor. Unless there is a manifest error in the certificate it is conclusiveevidence of the matter set out in it.


39 Our right to use money we owe you

40 Reinstatement of rights

41 Our certificates

42 Notices and other communications

Under law, a trustee in bankruptcy, liquidator or controller (as defined in the Corporations Act 2001 (Cwlth)) may ask us to refund apayment we have received in connection with this agreement or the guarantee and indemnity. If that happens then we will treat thatpayment as not having been made and we will be entitled as against you or the guarantor as though that payment was never made.This applies even though this agreement has been terminated or the guarantee and indemnity is at an end. If we ask, you or theguarantor must do anything to restore any security interest we hold or rights we have against you or the guarantor.

Each of you and the guarantor irrevocably authorise us to complete any blanks or amend any details in this agreement (in the caseof amending details, where such details are incomplete or incorrect).


We may:� do anything we think necessary to protect our rights in the collateral or under this agreement;� do anything you should have done under this agreement or the insurance and which we consider you have not done properly; or� exercise a right or, remedy in any way and at any time we consider appropriate. If we do not exercise a right or, remedy fully or at a given time, we can still exercise it later.

We are not liable for any loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right orremedy, whether or not caused by our negligence.

Our rights and remedies under this agreement are in addition to any other rights or remedies given by law independently of it.


Relevant provisions of the Code apply to this agreement if you are an individual or a small business customer (as defined by theCode).

You can obtain from us on request:� information on your current interest rates and standard fees and charges relating to this agreement;� general descriptive information concerning our banking services including: � for accounts with cheque access, general descriptive information about cheques; � account opening procedures; � our obligations regarding the confidentiality of your information; � complaint handling procedures; � bank cheques; � the advisability of you informing us promptly when you are in financial difficulty; and � the advisability of you reading the terms and conditions applying to each banking service we provide to you;� general descriptive information about: � the identification requirements of the Financial Transactions Reports Act 1988 (Cwlth); and � the options available to you under the tax file number legislation; or� a copy of the Code.


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We may enter into this agreement as principal or agent. We may also transfer the collateral or our interest in this agreement or giveanother person an interest in or form of security interest over either of them, without getting your consent.

Each of you and the guarantor acknowledge that, unless you or the guarantor have told us otherwise, you and the guarantor do notenter into a trust agreement as trustee of any trust or settlement.

If you or the guarantor enter into a trust agreement as the trustee of a trust or settlement then the trustee agrees that:� the trustee is the only trustee of the trust and enters into the trust agreement in its personal capacity and as trustee of the trust;� the trustee is authorised and has power to enter into the trust agreement;� the trust agreement is for the benefit of the beneficiaries of the trust, and the beneficiaries have consented to the entry into each trust agreement; and� the trustee has a right to be fully indemnified out of the trust assets for obligations incurred under the trust agreement and the trust assets are sufficient to satisfy that right of indemnity and all other obligations in respect of which the trustee has a right to be indemnified out of the trust assets.



48 Agency and transfer

49 Trustee provisions

If you enter into this agreement as a partner in a partnership with one or more persons, the persons named in the Details are all thepartners in the partnership.



50 Partnership

This agreement is governed by the laws in force in the place where we sign it and you and we submit to the non-exclusivejurisdiction of the courts of that place.

46 Applicable law

47 IndemnitiesEach indemnity in this agreement is a continuing obligation, separate and independent from other obligations. It continues after thisagreement ends or is terminated. It is not necessary for us to incur expense or make payment before enforcing a right of indemnityagainst you or the guarantor.

45 Business daysIf a date for payment under this agreement is not a day (other than a Saturday or a Sunday) we are open for business in the placewe sign this agreement (�business day�), the payment must be made on the preceding business day.

Any provision of this agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to theextent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this agreement nor affect thevalidity or enforceability of that provision in any other jurisdiction.

We may vary a term of this agreement where we reasonably consider such variation is necessary to ensure that the facility underthis agreement is provided in accordance with all relevant laws and industry codes (including the Code). We will give you notice ofany such variation, either in writing to you or by newspaper advertisement and will provide such notice period as required byrelevant laws and industry codes (including the Code).


43 Severability

44 Variation

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In this agreement a reference to:� the singular includes the plural and vice versa;� law includes common law, principles of equity and legislation of the Commonwealth, a state or territory;� a document or legislation includes any variation, novation or replacement of it;� a person includes the person�s executors, administrators, successors, substitutes (including persons taking by novation) and assigns, and in our case, any principal for whom we may be agent (whether described or not);� any thing (including the goods) includes the whole and each part of it; and� a person includes an individual, a firm, a body corporate, an unincorporated association and an authority.


You agree that you have waived your right under section 157(1) of the PPSA to receive notice of a verification statement if thecollateral is described in the registration as commercial property (pursuant to section 157(3) PPSA).


53 Exclusion of certain PPSA provisionsIf Chapter 4 of the PPSA would otherwise apply to the enforcement of this agreement, you agree the following provisions of thePPSA will not apply to the enforcement of this agreement:� section 95 (notice of removal of accession), to the extent that it requires us to give a notice to you;� subsection 121(4) (enforcement of liquid assets � notice to grantor);� section 125 (obligation to dispose of or retain collateral);� section 128 (secured party may dispose of collateral);� section 129 (disposal by purchase);� section 130 (notice of disposal), to the extent that it requires us to give a notice to you;� subsection 132(3)(d) (contents of statement of account after disposal);� subsection 132(4) (statement of account if no disposal);� subsection 134(1) (retention of collateral);� section 135 (notice of retention);� section 142 (redemption of collateral); and� section 143 (reinstatement of security agreement).

Time is of the essence in relation to your obligations to pay money under this agreement. It is essential you comply with theseobligations on time. We do not have to give you more time to comply.


(a) You agree not to disclose, or cause or permit disclosure of any information relating directly or indirectly to this agreement, its contents, any part of it or any other information or documents relating directly or indirectly to it to any person without our consent.(b) Without limiting clause 52(a), you agree and we agree that neither of us will disclose to an interested person or any other person at the request of an interested person, any information of the kind described in section 275(1) of the PPSA unless allowed or required by law.(c) Without limiting clause 52(a), you agree you will not authorise the disclosure of any information of the kind described in section 275(1) of the PPSA.(d) Subject to clause 52(a), you and we agree not to disclose information provided by you or us (including the existence or contents of this agreement) except: � to officers, employees, legal and other advisers and auditors of you, us or a receiver; or � with the consent of the other party (who must not unreasonably withhold their consent); or � if required by any stock exchange or if allowed or required by law; or � by us to any related entity of us or you; or � by us to any assignee of our rights under this agreement; or � by us to any person in connection with us exercising our rights or dealing with our rights or obligations (including preparatory steps such as negotiating with any potential assignee of our rights or other person who is considering contracting with us or a receiver in connection with this agreement); or � by us for the purpose of registering and maintaining any financing statement or financing change statement relating to our security interests in the collateral; or � by us to any debtor or guarantor or person we believe may become a debtor or guarantor, provided that the prohibition under 52(b) or 52(c) is absolute and therefore none of the exceptions in 52(d) apply to a disclosure under 52(b) or 52(c).

52 Confidentiality

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guarantee and indemnity means the guarantee and indemnity contained in Part E of this agreement and each otherprovision in this agreement applying to the guarantor.

hire purchase agreement means any agreement for the hire and purchase of goods between you and us.


instalment amount means each amount described as such in the Details.



goods mortgage means the mortgage given by you to us under Part C in relation to the goods.






goods means the goods described in the Details and which are subject to the goods mortgage,including parts and accessories, and any replacements and substitutions of such goods.

asset finance agreement

authorised person

means a hire purchase agreement, a lease agreement or each loan document.

casualty event means, in respect of the goods:� the goods are lost, stolen or destroyed, or� the goods are damaged or impaired to such an extent that you or the insurer decides that repair is impractical or uneconomic.



collateral means each one or more of the following which the context allows:� the goods the subject of this agreement; and� replacements for and accessories and additions fitted to any such goods at any time; and includes the proceeds of sale of any such goods described above and any other income derived from such goods and any other proceeds of such goods.

means:� in the case of you or the guarantor: � if it is a company, its director or secretary; or � if it is a partnership, each partner; or � if it is an individual, the individual; and � each other person whose name, signature and title is notified by it to us, except if it has notified us that a person ceases to be such an authorised person, and� in our case, a director or secretary, an officer whose title contains the word �director�, �chief�, �head�, �president�, �manager� or a person performing the functions of any of them.

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term means the period from the date we lend you the loan amount to the final payment date describedin the Details.



security interest means, in relation to:� the collateral or any personal property (as defined in the PPSA) has the same meaning as in the PPSA; and� any other property means any security for the payment of money or a performance of an obligation, including a mortgage, charge, lien, pledge, trust, power, title retention or flawed deposit arrangement or power. It also includes a guarantee or indemnity.

secured moneys means all money that you owe us or any other person for whom we hold this goods mortgage, orwill or may owe us in the future in connection with the loan documents.

payment date means each date described as such in the Details as varied in accordance with 15.

receiver includes receiver, and a receiver and manager.


records

has the meaning given to it in the Corporations Act 2001 (Cwlth).

loss includes any liability or loss, and any costs (including on account of funds borrowed, contractedfor or used to fund any amount payable or any amount in respect of any swap or hedge by us inconnection with our purchase of the goods or this agreement) and taxes and includes anynotional amount payable arising from any swap, hedge or funding transaction between ourinternal departments or sections.

partnership means, if applicable, the partnership described in the Details.



related entity

means certificates of registration, insurance certificates, log books, instructions and servicemanuals and other documents relating to the goods.

loan documents means this agreement and any security or security interest provided in relation to thisagreement.

lease agreement means any agreement for the lease of goods between you and us.

loan amount means the amount described as such in the Details or so much of it as has been advanced toyou.

loan balance means, at a particular time, the loan amount which has not been repaid and remains outstandingat that time, together with interest accrued and all other amounts due to us under thisagreement. The loan balance on which interest is calculated for the first payment date is the loanamount less the amount of any instalment amount received on the date we lend you the loanamount.

interest charges means the amount described as such in the Details.

insurance means:� insurance against loss or damage to the goods caused by fire, theft, accident and any other risks we reasonably specify up to an amount approved by us,� public liability insurance for bodily injury or death or damage to property or the environment arising in connection with the use of the goods up to an amount approved by us, including motor vehicle comprehensive and third party insurance if the goods are a motor vehicle, and� insurance against any other liability the law or we reasonably require you to insure against.


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this agreement means this Equipment Loan and Goods Mortgage including the goods mortgage and theguarantee and indemnity.


trust agreement means for the purposes of 49, this agreement, or the guarantee and indemnity.

use of the collateral

unrecovered commissions means the portion of commissions in connection with this agreement which we have paid to aperson who introduced you to us, or us to you, which we have not fully recovered as a result ofthe occurrence of any of the loan balance being prepaid, or a loan document being terminated inwhole or in part before the end of the term.


termination value in respect of any goods on a day the termination value is calculated, means the portion of theloan balance attributable to the goods.


we, our, us means NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937.



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Execution of the Equipment Loan and Goods Mortgage


By signing this Equipment Loan and Goods Mortgage you acknowledge and agree that:� you have received and read a copy of the Equipment Loan and Goods Mortgage before signing it and you agree that the terms of 5, 21, 22 and 23 containing various acknowledgments and consents by you, have been brought to your attention and fully explained to you and you agree that the acknowledgments are correct.� you will notify us promptly if you change your address.� we may pay commission, fees or other remuneration to any broker, agent, dealer or other person who introduces you to us or us to you ("Introducer") out of money paid by you under this Equipment Loan and Goods Mortgage. We may give any Introducer monetary rewards based on the volume and value of introductions they give us, and in calculating the volume and value of introductions, we may take this agreement into account.

Company



Full Name

THOMAS TRINH

Title

DIRECTOR

Date

TT9999 PTY LTD 52 168 537 531

Company Name ABN




Title

Date



Address

Date

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XSIGN

HERE



By signing this Equipment Loan and Goods Mortgage the guarantor:� agrees to be bound by the guarantee and indemnity in Part E and all other provisions of this Equipment Loan and Goods Mortgage relevant to that guarantee and indemnity.� declares that its attention has been drawn to the warnings set out on the front page of this Equipment Loan and Goods Mortgage and above, and in particular the recommendation that legal and financial advice should be obtained before signing this Equipment Loan and Goods Mortgage.� declares that it has obtained legal and financial advice as necessary or if it has not obtained such advice, declares that it does not regard any such advice as necessary and prefers to proceed without it.� declares that it is fully aware of the nature of, and risks in signing this Equipment Loan and Goods Mortgage and is signing it voluntarily.

Important


* THE GUARANTOR SHOULD READ THE GUARANTEE AND INDEMNITY AND THE TERMS RELATING TO THE EQUIPMENT LOAN AND GOODS MORTGAGE AND ASSET FINANCE AGREEMENT CONTRACT OR OTHER FACILITY OR FINANCIAL OBLIGATION TO BE GUARANTEED.



THINGS THE GUARANTOR MUST KNOW

* Understand that, by signing the guarantee and indemnity contained in this Equipment Loan and Goods Mortgage, the guarantor may become personally responsible instead of, or as well as, the customer to pay the amounts which the customer owes and our expenses in enforcing the guarantee and indemnity.


* The guarantor may be able to withdraw from the guarantee and indemnity contained in this Equipment Loan and Goods Mortgage or limit its liability. The guarantor should ask its legal adviser about this before the guarantor signs the guarantee and indemnity.

* The guarantee and indemnity contained in this Equipment Loan and Goods Mortgage applies in relation to a future credit contract (including a future asset finance agreement) or other facility or financial obligation to the extent it is within a limit previously agreed by the guarantor in writing. Otherwise the guarantee and indemnity contained in this Equipment Loan and Goods Mortgage only applies to an asset finance agreement under the Equipment Loan and Goods Mortgage, a future credit contract or other facility or financial obligation if we give the guarantor a copy of the relevant contract document and subsequently obtain the guarantor's written acceptance of the extension of the guarantee and indemnity contained in this Equipment Loan and Goods Mortgage in this regard.

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Full Name

THOMAS TRINH

Address

Date




Date


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XSIGN

HEREX



FINANCE BROKER)


POINT COOK VIC 3030


Contract Number _____________________



� The guarantor should seek independent legal and financial advice on the effect of the guarantee and indemnity contained in this document before the guarantor agrees to sign it.� The guarantor can refuse to sign this document.� There are financial risks involved in signing this document (for example, it may become necessary for the guarantor to sell its assets so that the guarantor can pay us).� The guarantor has the right to limit its liability under the guarantee and indemnity contained in this document in accordance with the Code of Banking Practice (if it applies to the guarantee and indemnity contained in this document) and as allowed by law.� The guarantor can request information about this agreement and any other credit contract or other facility or financial obligations to be guaranteed (including any existing credit contract, facility or financial obligation with us to be refinanced by this agreement, or other contract, facility or financial obligation).


By signing it the guarantor becomes personally responsible instead of, or as well as, the customer for amounts up to any guaranteelimit described in the Details and otherwise not subject to any limit) even if the guarantor has given us separate security interests.These amounts may include amounts which can increase, for example if this agreement is terminated early for any reason or if thisagreement is varied or amended.

The guarantor can become responsible for additional amounts not included in any guarantee limit described in the Details.


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Part A - Details

Us

ABN

Address

Name

12 004 044 937



TT9999 PTY LTD


ABN

Name

You

52 168 537 531

Company

THOMAS


TRINHSurname

Name

Guarantor

Guarantee Limit


� an amount equal to interest, fees, costs and taxes accrued and not paid by the customer at the time we serve a demand to pay on the guarantor, up to the amounts payable for the 12 months ending on the date of service of our demand on the guarantor.


� $115,500.00 (comprising amount of any nature including instalment amounts, principal, interest, costs or otherwise);

plus

Other security interest to be held in relation to this agreement

.........................................................

Loan

Information concerning amount to be paid

Loan amount (a)

Interest charges (b)

Total amount payable under this agreement (c)

.......................................................................................................

.......................................................................................................

$115,500.00

$16,317.60

$131,817.60

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Note:

(a) This is the principal sum advanced under this agreement.(b) �Interest charges� cover the amount of interest payable under this agreement.(c) This amount is the total of the amount financed and the interest charges.

You direct and authorise us to pay the loan amount to VOLVO COMMECIAL VEHICLES - BRISBANE BSB 244-00ACC 100599074

60 months from the date of drawing of the loan amount.

Term

Final Repayment Date

Date

Payments

Number of Payments Frequency

InstalmentAmount

PaymentDates

60 Monthly $2,196.96/ /

Establishment Fees

Bank Fees

Registration

Stamping

$25.00PPS Reg & Maint Fee

$395.00Settlement Fee

Loan Variation Fee

Payable if we allow you to repay the whole of your loan before it is due One month�s instalment (or equivalentfor structured transactions)

Goods

Year

Description

Registration State

Engine No

Registration No

VIN / Chassis No

Location

Motor Vehicle

YV5AP80D7CD134561


VIC

059176

2012

Make VOLVO

Model FH600

Used, PRIME MOVER

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X

INITIAL HERE