1. DefinitionsIn this Plan, unless the context otherwise requires: ‘ACL’ means The Australian Consumer Law as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth). ‘Agreed MSF per Billing Period’ means: (a) unless paragraph (b) of this definition applies, the Managed Service Fee Per Billing Period (Incl GST) specified in the Schedule; or (b) where quarterly is specified in the Schedule, the Agreed MSF per Billing Period in a Holding Over Period is the monthly equivalent of the amount of the Agreed MSF per Billing Period payable in relation to that amount set out in the Schedule. ‘Billing Period’ means: (a) where monthly is specified in the Schedule or any Holding Over Period, each calendar month commencing on the first day of the calendar month; or (b) where quarterly is specified in the Schedule and paragraph (a) of this definition does not apply, each period of three (3) consecutive calendar months commencing on 1 January, 1 April, 1 July and 1 October in any year. Where the relevant Schedule does not specify the Billing Period, the Schedule will be deemed to specify monthly. ‘Business Day’ means a day on which we are open for business. ‘Commencement Date’ means the date specified as such in the Schedule. ‘Cost Per Excess Print’ means the cost for each print made in excess of the Included Prints per Billing Period, initially being the Excess Print Cost (Incl GST) referred to in the Schedule for Colour Prints or Black & White Prints, as the case may be. ‘Discount Rate’ means the rate reasonably determined by us to calculate the present value of the charges payable under this Plan, taking into account any costs to us of an early termination. Those costs may include costs incurred under our funding or hedging arrangements or any corresponding adjustments to them, and we may assess these on a global basis across all or part of our funding and hedging arrangements, not just any specific arrangement for this Plan. ‘Encumbrance’ means any interest in, right or any form of security over property, including, but not limited to: (a) any mortgage, pledge, lien or charge; or (b) any other security or preferential interest or arrangement with any creditor to have its claim satisfied in priority to other creditors. ‘Equipment’ means the equipment and/or products described or referred to in the Schedule. ‘Excess Print Charge’ means, for Colour Prints and Black & White Prints, an amount derived by multiplying the number of prints made in excess of the Included Prints per Billing Period by the applicable Cost Per Excess Print. ‘GST’ means a goods and servicestax or a like tax. ‘Guarantor’ means the person or persons identified as such in the Schedule, and includes any one or more of them and their respective successors, legal personal representatives and permitted assigns. ‘Holding Over Period’ has the meaning given to it in clause 12(2). ‘Included Prints per Billing Period’ means in reference to Colour Prints and/or Black & White Prints, the agreed minimum number of Colour Prints and Black & White Prints to be paid for each Billing Period, as set out in the Schedule as “Colour Prints – Included Prints Per Billing Period” and “Black &White Prints – Included Prints Per Billing Period” respectively. ‘MSF’ means Managed Service Fee. ‘PPS Act’ has the meaning given to it in clause 21(1)(a). ‘print’ includes a print, copy, scan or page sent or received, being one use of the Equipment as measured by the meter in the Equipment (provided that a “print” involving paper larger than A4 size shall be regarded as two (2) prints for the purposes of this Plan). ‘Schedule’ means the Schedule forming part of this Managed Services Plan. ‘Service Provider’ means the person or entity who has agreed with you to provide services and/or to maintain the Equipment or its authorised provider. ‘Services’ includes the maintenance and servicing of the Equipment and any other services specified in the Schedule. It does not include the provision of consumables, unless specified in the Schedule. ‘Tax’ includes any tax, withholding tax, charge, rate, duty or impost imposed by any authority, but does not include any income or capital gains tax. ‘Term’ means the ‘Term’ referred to in the Schedule. ‘we’ or ‘us’ means S.E. Rentals Pty Ltd ABN 37 082 999 988 and includes our successors and permitted assigns and any principal of ours. ‘you’ means the Customer referred to in the Schedule and includes that Customer’s successors, legal personal representatives and permitted assigns. In this Plan, unless the context otherwise requires: words importing the singular include the plural and vice versa; headings will be ignored in construing this Plan; references to persons include references to corporations and other bodies and entities; and references to statutes include all statutes amending, consolidating or replacing such statutes and includes any subordinated legislation issued under them.

2. Term This Plan starts on the Commencement Date and, subject to clauses 12 and 14, shall continue for the Term.

3. Rightsregarding the Equipment(1) This Plan gives you a right to use the Equipment and does not transfer any ownership of the Equipment to you. (2) All additions, replacements, attachments and improvements made to the Equipment will become part of the Equipment and owned by us. (3) You acknowledge that this Plan creates a security interest (as defined in the PPS Act) in the Equipment and is granted by you to secure the punctual payment of all amounts owing by you under the terms of this Plan and the performance of all your other obligations under this Plan. You agree that the security interest created by this Plan attaches or otherwise takes effect immediately upon you obtaining possession of the Equipment. The security interest created by this Plan extends not only to the Equipment but also to all and any proceeds arising from any dealings with the Equipment. Even though you have granted a security interest over the Equipment to us, you may keep possession of the Equipment subject to the security interest. (4) You represent that you have not had any Equipment in your possession or in the possession of another person at your request for a period longer than 14 days prior to the date we pay for the Equipment under this Plan, or if the Equipment constitutes Inventory, as defined under the PPS Act, then not prior to the date that we pay for the Equipment under this Plan.

4. Payments(1) You must pay to us: (a) the Agreed MSF per Billing Period for each Billing Period throughout the Term; (b) an amount equal to the GST payable by us, on any supply under this Plan which is subject to GST, in addition to the consideration otherwise payable for that supply (except to the extent to which GST has already been expressly included in the payment). If we are not entitled to an input tax credit for an acquisition made by us under on in relation to this Plan, then we may increase the amounts payable by you under this Plan on account of such amount; (c) all other Tax on this Plan or in connection with your rental of the Equipment. If any amountsforstamp duty and/or GST have been included in the Schedule, that estimate does not limit your obligations under this clause 4 should additional amounts be payable; (d) promptly on demand, interest on any amount payable by you and unpaid from the date which is 2 Business Days after the date on which the amount fell due until the date of payment at the rate being 2% per annum above the rate of interest applied by usin calculating the charges payable under this Plan,such interest to be calculated daily and compounded monthly; (e) on demand, any costs which we may reasonably incur in making good any breach of this Plan by you or which we may reasonably incur in the enforcement and protection of our rights; and (f) any fee or charge that we may reasonably incur in connection with this Plan: (i) for the recovery of any transaction fees or reasonable costs; (ii) for the provision of information requested by you; or (iii) for acting on any assignment or variation. (2) Your obligation to pay the Agreed MSF per Billing Period is absolute and unconditional and (without limitation) will continue even if the Equipment breaks down, is defective, damaged, lost, stolen, destroyed, does not operate (other than as a result solely of our own act or omission), or if you have a claim against us or others. You agree not to exercise or seek to exercise any right or claim to withhold payment or claim any deduction or set-off. (3) Where the Schedule provides that payments for each Billing Period are to be made in advance, then the Agreed MSF per Billing Period will become payable at the commencement of each Billing Period. Where the Schedule provides that payments for each Billing Period are to be made in arrears, then the Agreed MSF per Billing Period will become payable at the end of each Billing Period. (4) For the avoidance of doubt, it is acknowledged that the Agreed MSF per Billing Period is payable for each Billing Period even if the Included Prints per Billing Period is not achieved for that Billing Period. (5) If the Equipment is delivered to you prior to the Commencement Date, then the charges for prints made during such interim period shall be in accordance with any agreement or arrangement that you have entered or may enter into with the Service Provider. You must comply with all other relevant provisions of this Plan from the date upon which you take delivery of the Equipment. (6) If the Service Provider fails to adequately provide any agreed maintenance or services for the Equipment, we may (but are not obliged to) notify you of the amount of the Agreed MSF per Billing Period which is net of any service or maintenance charges, and require you to only pay us such reduced amount until further notice. (7) It is acknowledged that any terms governing the payment by you of Excess Print Charges will be in accordance with any agreement or arrangement that you have entered or may enter into with the Service Provider. (8) If under any agreement between you and the Service Provider, the Service Provider is entitled to increase its costs of servicing or maintaining the Equipment, we may by written notice to you incorporate that increase correspondingly into the amount of the Agreed MSF per Billing Period (but any such increase shall not in any 12 month period exceed an amount equal to 10% of the amount of the Agreed MSF per Billing Period). (9) Upon request by you, we will provide a schedule of our standard fees and charges that apply in relation to this Plan.

5. Billing (1) The first Billing Period starts on the Commencement Date. (2) For each Billing Period we will invoice you for the Agreed MSF per Billing Period payable in respect of that Billing Period. (3) On or before the third Business Day of each month (or on such other dates as we may request), you must supply to us (or as we direct) meter readings for the Equipment. You must also allow us (or any person authorised by us) access to read the meters on the Equipment at our reasonable request, on reasonable notice from us. (4) Your obligation to pay the Agreed MSF per Billing Period under this Plan is not affected by any delay in invoicing.

6. Delivery, installation, Services (1) If the Agreed MSF per Billing Period includes amounts payable for Services (or for our recovery of our funding of maintenance or other Services), then whether or not such amounts are separately identified in the Schedule, you agree and acknowledge that: (a) such amounts have been included at your request; (b) operate our role in the maintenance or other services consists solely of paying the Service Provider, and we are not responsible for the maintenance of the Equipment or the provision of any Services under this Plan; (c) your obligation to pay the Agreed MSF per Billing Period and any other amounts payable under this Plan and perform your other obligations under this Plan, is not affected by: (i) the failure of the Service Provider to perform the services; (ii) the insolvency of the Service Provider; (iii) any defect in the Equipment, or (iv) the termination of any agreement or arrangement for the provision of any services. (2) If any event described in paragraph (i), (ii), (iii) or (iv) occurs and you are aware of it you must tell us and we will procure another party to perform the Services.

7. Things you must and must not do During the Term, you must: (1) keep the Equipment in good order and repair and ensure that the manufacturer’s and our recommendations with respect to the maintenance and operation of the Equipment are adhered to; (2) not purport to sell the Equipment or any part of Equipment or transfer this Plan to anyone else; (3) not sub-lease or give possession of the Equipment to anybody else, even if they pay you; (4) do everything reasonably necessary to protect our rights in the Equipment and notify us immediately if such rights are likely to be affected; (5) notify us in writing immediately of any loss of or damage to the Equipment; (6) not attempt to give an interest in the Equipment for anyone’s security for any purpose, including, but not limited to, the payment of repairs; (7) allow us from time to time during reasonable times and on reasonable notice to enter any of your premises where we believe the Equipment is located for the purposes of inspecting, testing or repossessing the Equipment; (8) comply with all relevant laws, regulations and authorities in Australia concerning the Equipment and its use; (9) not remove the Equipment from the address where the Equipment is installed as shown in the Schedule, without our prior written consent (which will not be unreasonably withheld); (10) use the Equipment only in your normal business operations and in accordance with manufacturer’s instructions; (11) not place or allow to be placed on the Equipment any plates or marks that are inconsistent with our ownership of the Equipment; (12) not use or install the Equipment in a manner that would lead to the Equipment becoming a fixture to land or property. If the normal use of the Equipment may require it to become a fixture or an accession then you may request our consent which will not be unreasonably withheld, subject to any conditions reasonably necessary to protect our interest as a secured party under oursecurity interest in the Equipment, including that if the Equipment is affixed to land, it does not become a fixture and can be removed by us at your expense; (13) provide to us from time to time copies of your financial statements and such other information relating to your business, as and when reasonably requested by us; (14) notify us if you change your address from your address as shown in the Schedule; and (15) not alter or make any addition to the Equipment without our previous consent in writing (not to be unreasonably withheld) and not alter any identifying number or mark. If we ask, you must affix to the Equipment a readily visible plate or sign that brings the existence of our interest in the Equipment to the attention of other persons and states that the disposal of the Equipment or the granting of a security interest over the Equipment which is not otherwise permitted under this Plan will breach this Plan. You must not remove or change, or allow any person to remove or change, that plate or sign unless we first give our consent.

8. Insurance (1) You must: (a) insure the Equipment for its full replacement value during the Term against fire, theft and such other risks as we reasonably require with an insurer approved by us in our name and your name for our respective rights and interests; (b) take out and maintain insurance against public risk liability in relation to the Equipment and its use for an amount approved by us from time to time (acting reasonably); (c) not do or permit to be done anything which might prejudice or invalidate any such insurance policy; and (d) make available to us on request all policies of insurance and pay promptly all premiums in respect of such policies and permit us to receive all insurance amounts.

9. Risks of Loss (1) You must: (a) indemnify us for any loss, theft, damage, destruction to or seizure of the Equipment and (b) notify us immediately in writing if any such event occurs. (2) If an item of Equipment is lost, stolen, damaged, destroyed or seized, you must bear the cost, at our option and direction, of: (a) restoring that item of Equipment to good repair, condition and working order; or (b) replacing that item of Equipment with equipment which in our reasonable opinion is comparable, in good repair and working order; or (c) paying to us within fourteen (14) days after our written demand: (i) all amounts then due in relation to that item of Equipment; (ii) the Agreed MSF per Billing Period attributable to that item of Equipment that would have been payable through to the end of the Term (net of the amount, if any, that we determine (acting reasonably) will not be required on account of future Services), brought to a present value by applying the Discount Rate; and (iii) the then present value (calculated by us using the Discount Rate) of any residual value of that item of Equipment reasonably assumed by us in calculating our return at the inception of this Plan. (3) This Plan terminates in relation to any item of lost, stolen, damaged, destroyed or seized Equipment when you pay us in accordance with clause 9(2)(c). Upon termination, we will recalculate the charges payable on and from the date of that termination in relation to all other items of Equipment under this Plan. (4) If Equipment loss, theft, damage, destruction or seizure is covered by insurance, we may, acting reasonably, apply the proceeds of insurance towards any of the options in clause 9(2). We will credit you with any insurance or salvage proceeds received by us, but any credit will not exceed the amount payable by you under clause 9(2)(c). (5) You hereby appoint us as your agent to claim, receive payment of, execute and endorse documents and cheques issued under any insurance policy.

10. Permitted exclusions and indemnity (1) You warrant that: (a) you will use the Equipment wholly or mainly for the purposes of a business that you carry on; and (b) before signing this Plan, you have satisfied yourself that the Equipment complies with its description in the Schedule, is in good condition and working order and is suitable for your purposes. (2) Except for any guarantees, conditions or warranties on the Equipment which we are forced to give by the ACL and other applicable laws, we make no guarantee, statement, warranty or promise about: (a) the condition, quality orsuitability of the Equipment; (b) the date of delivery or installation of the Equipment; (c) how the Equipment is to be disposed of at the end of this Plan; or (d) taxation or accountancy consequences for you in relation to this Plan. (3) We acknowledge that the ACL and other applicable laws may imply into this Plan certain conditions, warranties and guarantees and confer on you certain rights and remedies which cannot be excluded, restricted or modified by this Plan (‘Rights’). Any rights conferred on you under this Plan are in addition to those Rights. Our liability in respect of those Rights is, where permitted, limited at our option to replacing the Equipment (or supplying equivalent equipment), repairing the Equipment, paying the cost of replacing the Equipment (or of acquiring equivalent equipment) or paying the cost of having the Equipment repaired or in the case of Services, supplying the Services again or paying the cost of having the Servicessupplied again. (4) Except to the extent that clause 10(3) applies and except to the extent directly caused or contributed to by our fraud, gross negligence or wilful misconduct, we exclude all liability to you or any other person for any costs, loss, liability or damage (whether direct or consequential) arising out of this Plan, or the supply of Equipment or Services. (5) You indemnify us against all costs, expenses, loss and liability (except to the extent directly caused or contributed to by our fraud, gross negligence or wilful misconduct) suffered or incurred by us resulting from: (a) any breach of this Plan by you; (b) our exercising any right under this Plan; (c) the use or misuse of the Equipment by you; (d) any claim (howsoever arising) against us in connection with the Equipment or the Equipment’s possession, use or operation; (e) loss of, or damage to, the Equipment due to any cause (including lawful confiscation) (other than as a result solely of our own act or omission); (f) any damage to property or death of, or injury to, persons caused directly or indirectly by the Equipment or its possession, use or operation; (g) any non-compliance with description, acceptable quality or fitness for purpose of the Equipment; (h) the early termination of this Plan (to the extent not otherwise recoverable under this Plan), including, without limitation, any loss arising by reason of the cancellation, termination or alteration of any funding arrangement entered into by us in order to fund (whether in whole or in part) this Plan or arising by reason of our inability to obtain on reinvestment of the funds used to acquire the Equipment, that return which would have been received had this Plan terminated by expiration of time; and (i) against any action taken by us under or in relation to the PPS Act, including any registration, or any response to an amendment notice or demand or any request under the PPS Act. You must pay to us promptly on demand any amount payable under this indemnity. Each indemnity is a separate and independent obligation and continues after termination of the Plan.

11. Return of Equipment (1) When this Plan ends, you must return the Equipment to us at a place directed by us (acting reasonably), in good working order and condition (fair wear and tear excepted). (2) If you fail to return the Equipment in accordance with clause 11(1), we may retake possession of the Equipment. (3) You hereby: (a) authorise us to enter any premises where we reasonably believe the Equipment is located to dismantle and remove it; (b) release us from any liability for reasonable damage or loss caused by us in retaking possession of the Equipment (except to the extent directly caused or contributed to by our fraud, gross negligence or wilful misconduct); and (c) undertake to reimburse usfor all costsreasonably incurred by usin repossessing the Equipment. (4) If you return the Equipment to us and the Equipment is not returned in good working order and condition, you must pay to us, at our option: (a) the difference between the market value of the Equipment as at the date of return of the Equipment and the market value of comparable equipment of the same type, maintained in good working order and condition; or (b) the cost of repairing the Equipment to good working order and condition.

12. Holding Over (1) If you wish to terminate the use of the Equipment on the expiry of the Term, you must: (a) give us at least 30 days’ prior written notice that you will be delivering up the Equipment at the expiration of the Term; and (b) deliver the Equipment to us at your expense in the manner required under clause 11(1) on the expiry of the Term. (2) If you do not give the notice under clause 12(1)(a) or you give such notice but you do not return the Equipment in accordance with clause 12(1)(b), then, this Plan shall thereupon be extended from month to month (“the Holding Over Period”) at the same charges (pro-rated, if applicable) and otherwise on the same terms and conditions which applied during the Term; provided that any Holding Over Period may be determined by us demanding possession of the Equipment at any time on 30 days written notice to you or by you at any time providing 30 days prior written notice and delivering the Equipment to us in the manner required under clause 11(1). (3) We retain ownership of the Equipment and neither our security interest nor any of our other rights under or in connection with this Plan are affected despite payment of any additional charges by you under this clause 12.

13. Default (1) You are in default under this Plan if any of the following occur: (a) you do not pay any amount payable under this Plan within 2 Business Days of its due date; (b) you breach any other terms of this Plan and you do not rectify that failure within 10 Business Days of our written notice; (c) we discover a statement, representation or warranty made by you in relation to this Plan is untrue or misleading (including by omission) in any material respect and will, in our reasonable opinion, materially adversely affect the performance of your obligations under this Plan; (d) an application or any order is made, proceedings are commenced, a resolution is passed or proposed or othersteps are taken towardsthe winding up, insolvency, dissolution, bankruptcy, appointment of receiver, manager, administrator or similar officer in respect of you or the Guarantor, or you or the Guarantor enter into any arrangement, compromise or composition with or assignment for the benefit of any of your creditors or the Guarantor’s creditors (as the case may be) or a controller is appointed with respect to any of your assets or the Guarantor’s assets or you or the Guarantor otherwise become insolvent; (e) any insurance policy over the Equipment is refused or cancelled; (f) any act which you cause or permit threatens the safety, condition or safe keeping of the Equipment; (g) you cease to carry on your business; or (h) there is, in our reasonable opinion, a material adverse change in your or the Guarantor’s business, assets or financial condition or a material change in your or the Guarantor’s ownership, without our prior written consent. (2) The essential terms of this Plan are that: (a) you pay the Agreed MSF per Billing Period for each Billing Period when due; (b) you keep the Equipment insured as required under this Plan; (c) no event referred to in clause 13(1)(d) or 13(1)(h) of this Plan occurs; and (d) you comply with clauses 7(1) and 7(3) of this Plan. You repudiate this Plan if you breach any of these essential terms.

14. Termination (1) If you breach any of the essential terms referred to in clause 13(2), we may terminate this Plan by notice in writing to you and repossess the Equipment or demand repossession of the Equipment. We may also terminate this Plan by notice in writing to you if you default under any other provision of this Plan and you fail to rectify that default within 10 Business Days of us providing you with written notice requiring that default to be remedied. (2) If we terminate this Plan, you must: (a) immediately on receiving notice of termination, deliver up the Equipment in good working order and condition (fair wear and tear excepted) to us at a place directed by us (acting reasonably); (b) pay to us on demand, by way of indemnity for our loss arising from the early termination: (i) all amounts then due but unpaid under this Plan; and (ii) the Agreed MSF per Billing Period that would have been payable through to the end of the Term (net of the amount, if any, that we determine (acting reasonably) will not be required on account of future Services), brought to a present value by applying the Discount Rate; and (c) pay to us promptly on demand all our costs and expenses reasonably incurred by us in effecting, or attempting, repossession of the Equipment, satisfying any third party claim, and (as applicable) in storing, repairing to good working order and condition, insuring, valuing and disposing of, the Equipment after repossession. (3) The exercise of our rights under this clause 14 does not limit other legal rights we may have against you for breach of this Plan. (4) You acknowledge and agree that: (a) any of the aforementioned amounts payable by you under this Plan is a genuine pre-estimate of the minimum damage which we would suffer by reason of the event contemplated or your failure to perform your obligations in accordance with the terms and conditions of this Agreement; and (b) the purpose of said amounts is to incentivise you and it is not intended as a penalty for non-performance.

15. Taxation (1) You: (a) represent and warrant that the amounts payable by you under this Plan are outgoingsincurred by you in carrying on your business; and (b) acknowledge that we are not liable to you for any statements made by third parties regarding your rights or position in respect to taxation or otherwise.

16. Attorney (1) You irrevocably appoint us and each of our directors and managers and any principal of ours and each of its directors and managers as your attorney with the right at any time: (a) to perform your obligations under this Plan; (b) to do everything which in the attorney’s reasonable opinion is reasonably necessary or desirable to enable the exercise of any right of ours in relation to the Equipment or this Plan; and (c) to do anything which should have been done by you under this Plan. (2) You hereby ratify any exercise of a right conferred on an attorney pursuant to this clause 16.

17. Where the Equipment includes software (1) If the Equipment includes software or the licensing of any software (including any software referred to in the Schedule) is funded by us under or in connection with this Plan: (a) where you have been granted the licence to use the software: (i) it is acknowledged that (subject to the terms of the licence) you will be entitled to the benefit of the licence during the Term (and any applicable extended term or holding over period); and (ii) upon the expiration or earlier termination of this Plan you will, if requested by us, do all things reasonably required by us to ensure that we obtain the benefit of the licence or the grant of an equivalent licence to enable the continued use of the software; (b) where we have been granted the licence to use the software: (i) you may enjoy the benefit of the licence during the Term (and any applicable extended term or holding over period) to the extent that the licence permits you to do so; and (ii) we will do anything within our power that is reasonably requested by you to enable you to enjoy the benefit of the licence during the Term (and any applicable extended term or holding over period); (c) you acknowledge and agree that we are not the licensor of the software or software licence(s); (d) to the full extent permitted by the ACL and other applicable laws, we make no representation about the software and you cannot refuse to pay the Agreed MSF per Billing Period should the software be defective or unsuitable. Any claims against us in relation to a defect or unsuitability are subject to clause 10(3); (e) to the full extent permitted by the ACL and other applicable laws, we make no representation about the terms of any licence relating to the software and you must rely on your own enquiries in this regard; and (f) where you are required to return the Equipment to us at the expiration or earlier termination of this Plan, you must also return the software to us.

18. General (1) If any provision of this Plan is or at any time becomes void or unenforceable the remaining provisions will remain in full force and effect. Any void or unenforceable provision will be varied to a lawful and enforceable provision which so far as possible achieves the same economic benefit or burden for us and you as the unlawful or unenforceable provision was intended to achieve or if not so varied then replaced. All your obligations under this Plan survive the expiration or termination of the Plan to the extent required for their full observance and performance. (2) We are not responsible for any statement, document or promise made by a third person in relation to this Plan, the Equipment or any software or software licence(s). (3) None of the terms of this Plan can be waived or varied without our written consent. (4) You authorise us to complete any incomplete particular appearing in the Schedule. (5) We may (subject to your rights under this Plan), assign our rights under this Plan to a related body corporate (as that term is defined in the Corporations Act 2001 (Cth)) of ours, or assign, novate, grant an Encumbrance over or any participation rights in, or otherwise create any trust or rights in respect of this Plan or the Equipment or our rights under this Plan pursuant to any securitisation, funding or similar arrangements. We may otherwise assign our rights under this Plan either absolutely or by way of security but we will give you notice of any such assignment and obtain your consent if any such dealing may be materially detrimental to you. You must not assign your rights and obligations under this Plan without our prior written consent. (6) You irrevocably authorise us to set-off without notice any amounts held by us on any of your accounts against any amounts owing by you to us or any related body corporate of ours. You must not exercise any of your right of set-off on any account. (7) We may enter into this Plan as agent for another person (whether disclosed or not). (8) Where this Plan is executed by a person on your behalf, that person warrants that he or she has the authority and delegated power to execute this Plan on your behalf.

19. Guarantee and Indemnity (1) In consideration of us agreeing to enter into this Plan at the request of the Guarantor, the Guarantor irrevocably and unconditionally guarantees to us: (a) the due and punctual payment of all amounts at any time owing by you to us under or in connection with this Plan; and (b) the due and punctual performance by you of all of your obligations under this Plan. (2) If as a result of your insolvency or for some other reason, any amounts payable by you to us are not recoverable or, if paid, become repayable, then as a separate obligation, the Guarantor agrees to pay to us (by way of indemnity) an amount equal to the amount irrecoverable or repayable (as the case may be). (3) The guarantee and indemnity obligations of the Guarantor are principal and continuing obligations which will not be released until all amounts payable to us under this Plan have been paid in full and satisfied and all of your obligations under this Plan have been performed. (4) The guarantee and indemnity obligations of the Guarantor will not be affected by anything which would otherwise reduce or discharge the Guarantor’s liability, including: (a) our granting time or any other indulgence or concession to you; (a) our varying this Plan; (c) any transaction or agreement or variation, novation or assignment of a transaction or agreement between us and you; (d) your winding up, administration, bankruptcy or insolvency; (e) any judgment or order being obtained or made against you; (f) an obligation on you, or any provision of this Plan, being void, voidable, unenforceable, defective, released, waived, impaired, novated, enforced or impossible or illegal to perform; (g) any amount owing under this Plan not being recoverable or your liability or the liability of any other person to us ceasing (including as a result of a release or discharge by us or by law); (h) our exercising or not exercising any rights under or in connection with this Plan; and (i) any default, misrepresentation, negligence, breach of contract, misconduct, acquiescence, delay, waiver, mistake, failure to give notice or other action or inaction of any kind (whether or not prejudicial to you) by us or any other person. (5) Any amount payable under this guarantee and indemnity must be paid by the Guarantor to us upon demand. Without limiting our other rights, the Guarantor must pay interest to us on any amount due by the Guarantor but unpaid at a rate of interest equal to the rate of interest referred to in clause 4(1)(d), payable on demand. Unpaid interest will compound monthly. (6) The Guarantor warrants that it will obtain a commercial benefit as a result of giving this guarantee and indemnity. (7) Where the Guarantor comprises more than one person, then the obligations of those persons are joint and several. (8) The Guarantor waives in our favour all rights at law, in equity or otherwise as may be necessary to give full effect to this guarantee and indemnity (including, without limitation, any right to be subrogated to or to otherwise have the benefit of this guarantee and indemnity). (9) This guarantee and indemnity shall operate as a deed and shall bind each person who has signed as Guarantor whether or not all persons named as Guarantor have signed this Plan.

20. Miscellaneous (1) Any notice, consent or other communication under this Plan must be in writing. (2) Any notice to be given by a party to another party under this Plan if sent by prepaid post addressed to that other party at that party’s addresslast notified asthat party’s place of residence or business, istaken to have been received on the second Business Day following posting. (3) This Plan constitutes the entire agreement between the parties in relation to its subject matter. (3) This Plan is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that state. (4) You assent to us paying or receiving any commission to or from any person in connection with this Plan and to the inclusion of that commission in the calculation of amounts payable under this Plan. (5) You must promptly, and in any event, within 7 days of a request, provide us with such documentation or other evidence as we may reasonably request to enable us to carry out and be satisfied that you have complied with all necessary know your client requirements and identification checks under all applicable laws and regulations and under our normal operating procedures. (6) All rights of ours under this Plan are in addition to our rights under the general law. (7) If you enter into this Plan as a trustee, you acknowledge and agree that: (a) you enter into this Plan for a proper purpose of the trust; (b) you have the power and authority under the trust to enter into this Plan; and (c) you have the right to be indemnified fully out of the trust property before the trust’s beneficiaries for all liabilities incurred by you under this Plan.

21. PPS Law (1) In this Plan, ’PPS Law’ means: (a) the Personal Property Securities Act 2009 (Cth) (‘PPS Act’) and the regulations made under that Act as amended from time to time; and any amendment made to any other legislation as a consequence of the PPS Act, including, without limitation, amendments to the Corporations Act 2001 (Cth). (2) A term defined in the PPS Law has the same meaning when used in this Plan. (3) (a) We are not obliged to give any notice or provide copies of any documents required under the PPS Law (including notice of a verification statement) unless the obligation to give that notice or provide that document cannot be excluded. (b) You consent to the waiver in clause 21(3)(a). (4) We may take allsuch steps as we consider advisable to register, protect, perfect, record, or better secure our security position in respect of this Plan under the PPS Law. (5) We may, by notice to you at any time, require you to do any or all of the following things: (a) take all steps, provide information, produce documents and obtain consents; (b) execute any notice, consent, document or amendment to this Plan; or do any other thing, that we consider reasonably necessary or desirable to: (i) ensure that this Plan or any security interest arising under this Plan (‘Security Interest’), is enforceable; (ii) register, protect, perfect, record, or better secure our security position in respect of this Plan under the PPS Law; (iii) preserve our priority position as contemplated by this Plan; or (iv) overcome any defect or adverse effect arising from the PPS Law. (6) You must: (a) reimburse our reasonably incurred costs in connection with anything you are required to do under this clause 21; (b) comply with the requirements of a notice under clause 21(5) within the time stated in the notice at your cost and expense; and (c) notify us prior to any change of your name or any identifying number.

22. (1) We need not comply with any provision of the PPS Act that the parties may contract out of in relation to the Equipment or the Security Interest. If we terminate this Plan under clause 14, we are not obliged to accept any amounts from, or accept the performance of an obligation by, you or any person, to rectify the default. You agree that at any time after we give you such notice to terminate and we have begun to take steps to dispose, or re-take possession, of the Equipment, we are not obliged to accept any amounts from, or accept the performance of an obligation, by you or any person, to reinstate this Plan. (2) Except as required by law, or where disclosure is required to our assignees or funders, you and we agree that neither we nor you will disclose information of the kind mentioned in section 275(1) of the PPS Act to any person, including providing copies of: (a) this Plan; (b) any statements setting out the amounts due under, the payment terms of, or obligations secured by, this Plan; (c) a written approval or correction of an itemised list of personal property attached to the request indicating in which items of property the Security Interest is granted; or (d) a written approval or correction of the items set out in clause 22(2)(b)