0097430-0000068 AU:4099220.7

EXECUTION VERSION

SUB-FUND NOTICE PUMA SERIES 2014-2

MACQUARIE SECURITISATION LIMITED as Manager

and

PERPETUAL LIMITED

as Issuer Trustee

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CONTENTS

Clause Page

1. Definitions and Interpretation ................................................................................................................ 1 2. Units .................................................................................................................................................... 18 3. Issue of Notes ...................................................................................................................................... 19 4. Principal and Interest on the Notes ...................................................................................................... 21 5. Cashflows ............................................................................................................................................ 25 6. Income and Distributions for the PUMA Trust ................................................................................... 32 7. Acquisition and Disposal of Approved Mortgages ............................................................................. 33 8. Redraws and Further Advances ........................................................................................................... 37 9. Transfer Power Over Approved Mortgages ........................................................................................ 38 10. Issuer Trustee's Limited Liability ........................................................................................................ 39 11. PPS Act ................................................................................................................................................ 40 12. Consumer Credit Legislation ............................................................................................................... 42 13. Remarketing ........................................................................................................................................ 44 14. Miscellaneous ...................................................................................................................................... 45 

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SUB-FUND NOTICE dated 26 June 2014

FROM:

(1) MACQUARIE SECURITISATION LIMITED ABN 16 003 297 336 of Level 6, 1 Martin Place, Sydney (Manager)

TO:

(2) PERPETUAL LIMITED ABN 86 000 431 827 of Level 12, Angel Place, 123, Pitt Street, Sydney (Issuer Trustee)

RECITALS:

(A) This Sub-Fund Notice is issued by the Manager to the Issuer Trustee pursuant to clause 6A.1 of the Trust Deed.

(B) This Sub-Fund Notice is issued in respect of the Sub-Fund to be known as "PUMA Series 2014-2".

(C) If accepted by the Issuer Trustee, this Sub-Fund Notice is to be entered into the Register by the Issuer Trustee in accordance with clause 15.l(a) of the Trust Deed.

(D) Perpetual Trustee Company Limited has obtained an Australian Financial Services Licence under Part 7.6 of the Corporations Act 2001 (Australian Financial Services Licence No. 236643). Perpetual Trustee Company Limited has appointed Perpetual Limited to act as its authorised representative under that licence (Authorised Representative No. 264842).

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Sub-Fund Notice, unless the context otherwise requires:

Accession Deed to the Tax Sharing Deed means the deed of accession, dated on or about the date of this Sub-Fund Notice, to the Tax Sharing Deed between Macquarie Group Limited and others dated 19 December 2007, as amended or supplemented from time to time.

Accrued Interest Adjustment has the meaning given to that term in Clause 5.9(a).

Adjustment Date in relation to the termination of the Basis Swap means the later of:

(a) the third Business Day after such termination; and

(b) the earliest time by which the Issuer Trustee is permitted by any Binding Provision or the terms of any Approved Mortgages then forming part of the assets of the PUMA Trust subject to a variable rate of interest to increase that interest rate in respect of such Approved Mortgages pursuant to Clause 4.6.

ASX Listing Rules means the Australian Securities Exchange Listing Rules as updated from time to time.

Australian Credit Licence has the meaning given to it in the NCCP.

Authorised Investments means any of the following denominated in Australian dollars:

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(a) Loans secured by Approved Mortgages over Land;

(b) Cash;

(c) bonds, debentures, stock or treasury bills issued by or notes or other securities issued by the Commonwealth of Australia or the government of any State or Territory of the Commonwealth of Australia;

(d) deposits with, or the acquisition of certificates of deposit issued by, a bank;

(e) bills of exchange, which at the time of acquisition have a maturity date of not more than 200 days, accepted or endorsed (with recourse) by a bank;

(f) debentures or stock of any public statutory body constituted under the laws of the Commonwealth of Australia or any State of the Commonwealth of Australia where the repayment of the principal and the interest payable on that principal is guaranteed by the Commonwealth or the State,

and in each case which does not constitute a securitisation exposure or resecuritisation exposure (as defined in Prudential Standard APS 120 dated January 2013 issued by the Australian Prudential Regulation Authority including any amendment or replacement of that Prudential Standard) provided that where Fitch or S&P is a Current Rating Authority, an investment of the nature referred to in paragraphs (c), (d), (e) or (f) acquired by the Issuer Trustee and having a remaining maturity at the date of acquisition of:

(g) up to 30 days, must have, or the issuer in respect thereof must have, a minimum long-term issuer default rating of "A" or a minimum short-term issuer default rating of "F1" from Fitch or of "A-1" from S&P; or

(h) between 31 days and 365 days, must have, or the issuer in respect thereof must have, a short-term credit rating from Fitch of "F1+" or a long-term senior unsecured credit rating from Fitch of at least "AA-" or a long-term credit rating from S&P of "AA-" or a short-term credit rating from S&P of "A-1+",

provided that the Authorised Investments referred to in paragraphs (c), (d), (e) or (f) must have a remaining term to maturity of no greater than 365 days.

Available Income Amount means in relation to a Collection Period and the Determination Date immediately following the end of that Collection Period, an amount equal to the aggregate of (without double counting) the following, as determined by the Manager:

(a) the lesser of:

(i) Collections for that Collection Period; and

(ii) Finance Charge Collections for that Collection Period;

(b) that amount of interest received on the Account relating to the PUMA Trust and all amounts of interest or income received on the Authorised Investments during the immediately preceding Collection Period;

(c) all net amounts receivable by the Issuer Trustee from the Interest Rate Swap Provider under any Interest Rate Swap on the immediately following Monthly Payment Date;

(d) the Principal Draw in relation to that Determination Date;

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(e) the Liquidity Reserve Draw in relation to that Determination Date; and

(f) any other amounts received by the Issuer Trustee in that Collection Period which the Manager determines are in the nature of income,

but excluding for the avoidance of doubt:

(g) all amounts of accrued interest or arrears of interest payable under or in respect of any purchase or transfer of any of the Approved Mortgages and related Loans and Collateral Securities pursuant to the terms of this Sub-Fund Notice or any other Transaction Document during the period (including any Accrued Interest Adjustment pursuant to Clause 5.9); and

(h) any Prepayment Amount or interest or other income earned on a Prepayment Amount (unless otherwise provided in the relevant Transaction Document).

Available Principal Amount means in relation to a Collection Period, an amount equal to the aggregate of (without double counting) the following, as determined by the Manager:

(a) the Principal Collections in relation to that Collection Period less any Principal Collections applied during that Collection Period towards the funding of Redraws under Clause 8.1;

(b) the Redraw Facility Advance (if any) to be drawn under the Redraw Facility Agreement on the Monthly Payment Date immediately following the end of that Collection Period; and

(c) the amount determined by the Manager to be allocated from the Available Income Amount to the Available Principal Amount pursuant to 5.1(h), (i), (j), (k) and (l).

Bank Bill Rate means, in relation to a date and a specified term, the rate expressed as a percentage per annum appearing on the Reuters Screen Page "BBSW" at approximately 10.10 a.m. Sydney time on that date for a bill of exchange having a tenor equal to that specified term, as being the average of the mean buying and selling rates appearing on that page for such a bill of exchange rounded to four decimal places. If fewer than four Banks quote on the Reuters Screen page "BBSW", the rate for that date and specified term will be calculated as above by taking the rates otherwise quoted by 4 Banks on application by the Manager for such a bill of the same tenor, eliminating the highest and lowest mean rates and taking the average of the remaining mean rates rounded to four decimal places. If a rate cannot be determined in accordance with the foregoing procedures, then the Bank Bill Rate means such rate as is specified in good faith by the Manager at or around that time on that date, having regard, to the extent possible, to comparable indices then available as to the rates otherwise bid and offered for such bills of that tenor around that time.

Basis Swap means the basis swap transaction, as evidenced by a confirmation that supplements, forms part of and is subject to the Interest Rate Swap Agreement pursuant to which the Issuer Trustee pays to the Interest Rate Swap Provider an amount in respect of the Approved Mortgages forming part of the assets of the PUMA Trust that do not bear interest at a fixed rate and the Interest Rate Swap Provider pays to the Issuer Trustee an amount calculated by reference to the Bank Bill Rate.

Binding Provision means any provision of the Code of Banking Practice, any other code or agreement binding on the Manager or the Issuer Trustee and any laws applicable to lenders in the business of making retail home loans.

Break Costs in relation to a Determination Date means the total break costs, or amounts in respect of break costs, received by or on behalf of the Issuer Trustee during the Collection Period ending on that Determination Date from a borrower, the insurer under a Mortgage Insurance Policy or any other person in relation to an Approved Mortgage or its related Loan or Collateral Securities forming

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part of the assets of the PUMA Trust (or was, immediately prior to its being written off by the Manager in accordance with the PUMA Parameters or the date that it was assigned under a Mortgage Insurance Policy, an asset of the PUMA Trust) arising from the early termination of that Approved Mortgage or its related Loan or Collateral Securities or the early termination of a fixed interest rate period under that Approved Mortgage or its related Loan or Collateral Securities.

Business Day means any day on which banks are open for business in Sydney and Melbourne other than a Saturday, a Sunday or a public holiday in Sydney or Melbourne.

Call Date means the Monthly Payment Date in relation to which the Manager reasonably expects (on the day ten Business Days prior to that Monthly Payment Date) that the aggregate of the Invested Amounts of the Class A Notes, the Class A-R Notes, the Class B1 Notes, the Class B1-R Notes and the Class B2 Notes will, for the first time, be equal to or less than the Call Date Total Invested Amount.

Call Date Total Invested Amount means, at any time, the amount (specified in A$) which is 10% of the aggregate of the Initial Invested Amount of:

(a) all Class A Notes;

(b) all Class B1 Notes; and

(c) all Class B2 Notes,

which were issued on the Closing Date.

Capital Unit means each Capital Unit in the PUMA Trust referred to in Clause 2.1.

Capital Unitholder means the Unitholder of the Capital Units.

Charge-Off means a Class A Charge-Off, a Class A-R Charge-Off, a Class B1 Charge-Off, a Class B1-R Charge-Off or a Class B2 Charge-Off.

Class A Charge-Off in relation to the Class A Notes means all amounts charged off against the Stated Amount of the Class A Notes pursuant to Clause 5.6.

Class A Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(i)(A) as Class A Notes.

Class A Noteholder means a Noteholder in respect of a Class A Note.

Class A Note Refinancing Closing Date has the meaning given to that term in Clause 13(a).

Class A-R Charge-Off in relation to the Class A-R Notes means all amounts charged off against the Stated Amount of the Class A-R Notes pursuant to Clause 5.6.

Class A-R Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(ii)(A) as Class A-R Notes.

Class A-R Noteholder means a Noteholder in respect of a Class A-R Note.

Class B1 Charge-Off in relation to the Class B1 Notes means all amounts charged off against the Stated Amount of the Class B1 Notes pursuant to Clause 5.6.

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Class B1 Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(i)(B) as Class B1 Notes.

Class B1 Noteholder means a Noteholder in respect of a Class B1 Note.

Class B1 Note Refinancing Closing Date has the meaning given to that term in Clause 13(a).

Class B1-R Charge-Off in relation to the Class B1-R Notes means all amounts charged off against the Stated Amount of the Class B1-R Notes pursuant to Clause 5.6.

Class B1-R Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(ii)(B) as Class B1-R Notes.

Class B1-R Noteholder means a Noteholder in respect of a Class B1-R Note.

Class B2 Charge-Off in relation to the Class B2 Notes means any amount charged off against the Stated Amount of the Class B2 Notes pursuant to Clause 5.6.

Class B2 Note means a Registered Note issued by the Issuer Trustee as trustee of the PUMA Trust pursuant to clause 7 of the Trust Deed and forming part of the class of Notes described in Clause 3.1(a)(i)(C) as Class B2 Notes.

Class B2 Noteholder means a Noteholder in respect of a Class B2 Note.

close of business on any day means 5.00 p.m. (Sydney time) on that day.

Closing Date means the Issue Date for the Notes other than the Refinancing Notes, or such other date as is agreed between the Manager and the Issuer Trustee.

Code of Banking Practice means the voluntary code of conduct entitled “Code of Banking Practice” published by the Australian Bankers’ Association on 31 January 2013, as updated, revised or replaced from time to time.

Collections in relation to a Collection Period means the aggregate of the following amounts (without double counting) in respect of the Approved Mortgages then forming part of the assets of the PUMA Trust:

(a) A less the sum of (B + C) where:

(i) A = the sum of amounts for which a credit entry is made during the period to the accounts established in the records for those Approved Mortgages;

(ii) B = amounts for which a credit entry is made to the accounts established in the records for those Approved Mortgages which relates to any Defaulted Amount on those Approved Mortgages during the period; and

(iii) C = reversals made during the period to the accounts established in the records in respect of those Approved Mortgages where the original credit entry (or part thereof) was made in error or was made but subsequently reversed due to funds not being cleared;

(b) any Recoveries received by the Issuer Trustee under or in respect of the Approved Mortgages and related Loans and Collateral Securities during that period (less any reversals

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made during the period in respect of Recoveries where the original debit entry (or part thereof) was in error);

(c) all amounts received under or in respect of any sale or transfer of any of the Approved Mortgages and related Loans and Collateral Securities pursuant to the terms of this Sub-Fund Notice or any other Transaction Document during the period;

(d) any amount in respect of damages or pursuant to an indemnity received by the Issuer Trustee as a result of a breach of any representation or warranty or undertaking by any party to the Transaction Documents;

(e) any insurance proceeds received during the period by the Issuer Trustee in accordance with any Mortgage Insurance Policy or any Insurance Policy;

(f) from Originators under Mortgage Origination Deeds (as defined in the Management Deed);

(g) income from any Authorised Investments (other than the Approved Mortgages); and

(h) proceeds of issue of Notes and Units in the PUMA Trust which, in either case, have not been applied by the Issuer Trustee towards the acquisition of Approved Mortgages or towards funding of the Liquidity Reserve on the Closing Date or towards redeeming the Class A Notes or the Class B1 Notes on a Refinancing Closing Date pursuant to Clause 13(c),

but excluding, for the avoidance of doubt:

(i) any amount debited during the period to the accounts established in the records for those Approved Mortgages representing fees or charges imposed by any Governmental Agency, bank accounts debits tax or similar tax or duty imposed by any Governmental Agency (including any tax or duty in respect of payments or receipts to or from bank or other accounts) or insurance premiums paid.

Collection Period means:

(a) with respect to the first Determination Date, the period commencing on (and including) the Closing Date and ending on the last day of the calendar month immediately preceding the first Determination Date; and

(b) with respect to each subsequent Determination Date, the calendar month immediately preceding that Determination Date.

Competent Authorities means a court, tribunal, authority, ombudsman or other entity whose decisions, findings, orders, judgment or determinations (howsoever reached) are binding on the Issuer Trustee or the Manager and each, a Competent Authority.

Consumer Credit Code means the Consumer Credit Code set out in the Appendix to the Consumer Credit (Queensland) Act 1994 as in force or applied as a law of any Australian jurisdiction.

Current Rating Authority means, on the Closing Date, in relation to the Notes and the PUMA Trust, Fitch and S&P.

Defaulted Amount in relation to a Collection Period means the aggregate principal amount of any Approved Mortgages and related Loans which have been written off by the Manager as uncollectible during that Collection Period.

Defaulted Amount Insufficiency has the meaning ascribed to it in Clause 5.6.

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Determination Date means five Business Days before each Monthly Payment Date or, if any such day is not a Business Day, the following Business Day.

Eligibility Criteria in relation to a Loan relating to an Approved Mortgage means the following standards:

(a) that the Loan has a stated term to maturity as at the Closing Date not exceeding 30 years and one month;

(b) that the Loan was advanced in, and is repayable in, Australian dollars;

(c) that the Loan has a principal balance outstanding equal to or less than A$1,000,000;

(d) that as at the Closing Date no payment due from the borrower under the Loan is in arrears by more than 30 days;

(e) the Approved Mortgage is a first mortgage over Land which is zoned by the relevant government body in a manner which permits a residential building;

(f) the Loan and Approved Mortgage is covered by a Mortgage Insurance Policy, for the scheduled term of the Loan, from a Mortgage Insurer;

(g) the Loan in respect of the Approved Mortgage has a loan-to-value ratio equal to or less than 90%, determined at or about the Closing Date;

(h) if the Loan in respect of the Approved Mortgage is subject to an interest-only period, the period during which only interest payments are to be made does not exceed 5 years; and

(i) subject to any interest-only period, there has been at least one minimum scheduled monthly repayment of principal made in respect of the Loan (other than any Loan which is a Line of Credit Loan) in respect of the Approved Mortgage,

or such other Eligibility Criteria as the Issuer Trustee and the Manager may agree in writing prior to the Closing Date.

Eligible Depository means for the purposes of determining the entity with which the Account or the Combined Account may be established and maintained, a financial institution which has assigned to it a short term credit rating equal to or higher than A-1 by S&P and F1 by Fitch and a long term credit rating equal to or higher than A by S&P and A by Fitch.

Eligible Mortgage Loan means, on any day, a Loan relating to an Approved Mortgage which satisfies the Eligibility Criteria on that day.

Excluded Swap Termination Amount means in relation to an Interest Rate Swap Agreement, an amount equal to the amount of any termination payment due and payable:

(a) to the Interest Rate Swap Provider as a result of an Interest Rate Swap Provider Default with respect to such Interest Rate Swap Provider;

(b) to the Interest Rate Swap Provider following an Interest Rate Swap Provider Downgrade Event with respect to such Interest Rate Swap Provider; or

(c) to the Interest Rate Swap Provider where the termination payment arises as a result of a transaction being terminated due to the prepayment of any related Approved Mortgage and

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there are insufficient Mortgagor Break Costs or early termination amounts (without double counting) recovered from the relevant Mortgagor to pay such termination payment.

Extraordinary Expenses in relation to a Collection Period means any out-of-pocket expenses incurred by the Issuer Trustee in respect of that Collection Period which are not incurred in the ordinary course of business of the PUMA Trust, as determined by the Manager.

Extraordinary Expenses Reserve has the meaning given in Clause 5.5.

Fees and Expenses has the meaning ascribed to that term in relation to the PUMA Trust in the Trust Deed provided that "Fees and Expenses" do not include any of the liabilities of the Issuer Trustee referred to in Clause 5.1(a), Clause 5.1(b)(i), Clause 5.1(b)(ii) or Clauses 5.1(c) to 5.1(p) (inclusive) or in relation to a Prepayment Amount.

Final Maturity Date means the Monthly Payment Date occurring in 18 October 2045.

Finance Charge Collections in relation to a Collection Period means the aggregate of the following amounts (without double counting) as determined by the Manager during that Collection Period in respect of the Approved Mortgages and related Loans and Collateral Securities then forming part of the assets of the PUMA Trust:

(a) the aggregate of:

(i) all debit entries representing interest or other charges that have been charged during that period made to the accounts established in the records for those Approved Mortgages;

(ii) subject to paragraph (iii), any Mortgagor Break Costs charged in relation to those Approved Mortgages during a prior period and received by the Issuer Trustee during that period; and

(iii) any amounts received by the Issuer Trustee during that period from the enforcement of any Approved Mortgage or in accordance with any Mortgage Insurance Policy in relation to those Approved Mortgages, where such amounts:

(A) exceed the aggregate of the costs of enforcement of any such Approved Mortgage and the interest and principal then outstanding on the related Loans in respect of which the amounts are received; and

(B) represent part or all of the Mortgagor Break Costs charged during a prior period on those Approved Mortgages in respect of which the amounts are received,

less the aggregate of:

(iv) any reversals made during that period in respect of interest or other charges (including Mortgagor Break Costs) in relation to any of the accounts established in the records for those Approved Mortgages where the original debit entry (or part thereof) was in error;

(v) any Mortgagor Break Benefits paid to a Mortgagor in relation to those Approved Mortgages during that period; and

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(vi) any Mortgagor Break Costs charged to the accounts established in the records for those Approved Mortgages during that period that have not been received by the Issuer Trustee during that period;

(b) any Recoveries received by the Issuer Trustee under or in respect of the Approved Mortgages and related Loans and Collateral Securities during that period (less any reversals made during the period in respect of Recoveries where the original debit entry (or part thereof) was in error);

(c) all amounts of accrued interest or arrears of interest received under or in respect of any sale or transfer of any of the Approved Mortgages and related Loans and Collateral Securities pursuant to the terms of this Sub-Fund Notice or any other Transaction Document during the period; and

(d) any amount in respect of damages or pursuant to an indemnity received by the Issuer Trustee as a result of a breach of any representation or warranty or undertaking by any party to the Transaction Documents which represents amounts on account of interest, as determined by the Manager,

but excluding, for the avoidance of doubt:

(e) any amount debited during the period to the accounts established in the records for those Approved Mortgages representing fees or charges imposed by any Governmental Agency, bank accounts debits tax or similar tax or duty imposed by any Governmental Agency (including any tax or duty in respect of payments or receipts to or from bank or other accounts) or insurance premiums paid; and

(f) an amount equal to the amount of proceeds from the issuance of Notes applied towards payment of the Adjustment Advance on the Closing Date.

Fixed Rate Swap means the fixed rate swap transaction, as evidenced by a confirmation that supplements, forms part of and is subject to the Interest Rate Swap Agreement pursuant to which the Issuer Trustee pays to the Interest Rate Swap Provider an amount in respect of the Approved Mortgages forming part of the assets of the PUMA Trust that bear interest at a fixed rate and the Interest Rate Swap Provider pays to the Issuer Trustee an amount calculated by reference to the Bank Bill Rate.

Floating Interest Rate means in relation to a Note and a Monthly Period in relation to that Note, the sum of:

(a) the one month Bank Bill Rate determined by the Manager on the first day of that Monthly Period provided that if the first Monthly Period in relation to a Note (other than a Refinancing Note) is greater than one month, the relevant rate for that Monthly Period will be determined by the Manager by straight-line interpolation by reference to two available rates one of which is the Bank Bill Rate on that date for the period next shorter than the length of that Monthly Period and the other of which is the Bank Bill Rate on that date for the period next longer than the length of that Monthly Period; and

(b) the Margin for that Note.

Further Advance means, in relation to an Approved Mortgage which is an asset of the PUMA Trust, a further advance, or that part of a further advance (whether made before or after the acquisition of the Approved Mortgage by the PUMA Trust), by the Issuer Trustee under the terms of the Approved Mortgage which causes the Scheduled Balance of that Approved Mortgage

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(determined prior to any variation to the terms of the Approved Mortgage which increases the Scheduled Balance) to be exceeded.

Government Charge means any amount debited to the accounts established in the records for the Approved Mortgage and its related Loan representing bank accounts debits tax or similar tax or duty imposed by any Governmental Agency.

Gross Liquidity Shortfall in relation to a Determination Date means the amount (if any) by which the Available Income Amount (prior to any Principal Draw or Liquidity Reserve Draw on that Determination Date) for the Collection Period just ended is insufficient to meet the Total Expenses in relation to that Collection Period.

Income Unit means each Income Unit in the PUMA Trust referred to in Clause 2.1.

Income Unit Amount means each amount available for payment to or application on behalf of the Income Unitholder pursuant to Clause 5.1.

Income Unitholder means each Unitholder of an Income Unit.

Initial Invested Amount means, in relation to a Note, the amount determined in respect of that Note pursuant to Clause 4.1.

Insurance Policies means any insurance policy (whether present or future) under which improvements on the Land the subject of an Approved Mortgage or a Collateral Security are insured against destruction or damage by events which include fire.

Interest Rate Swap means each interest rate swap transaction (including the Fixed Rate Swap and the Basis Swap) entered into on or about the date of this Sub-Fund Notice in relation to the PUMA Trust, as evidenced by a confirmation that supplements, forms part of and is subject to, the Interest Rate Swap Master Agreement.

Interest Rate Swap Agreement means the Interest Rate Swap Master Agreement, together with the confirmations thereunder evidencing any Interest Rate Swap in relation to the PUMA Trust.

Interest Rate Swap Master Agreement means a Swap Master Agreement entered into on 3 February 2005 between the Issuer Trustee, the Manager and the Interest Rate Swap Provider, governing the Interest Rate Swaps, as amended and supplemented from time to time or any replacement interest rate swap agreement.

Interest Rate Swap Provider means Macquarie Bank Limited in its capacity as interest rate swap provider under the Interest Rate Swap together with any transferee, successor thereto or replacement interest rate swap provider.

Interest Rate Swap Provider Default means, in relation to an Interest Rate Swap Agreement, the occurrence of an Event of Default (as defined in such Interest Rate Swap Agreement) where the relevant Interest Rate Swap Provider is the Defaulting Party (as defined in such Interest Rate Swap Agreement), other than an Interest Rate Swap Provider Downgrade Event.

Interest Rate Swap Provider Downgrade Event means, in relation to an Interest Rate Swap Agreement, the occurrence of an Additional Termination Event (as defined in such Interest Rate Swap Agreement) following a failure by the Interest Rate Swap Provider to comply with the requirements of the ratings downgrade provisions set out in such Interest Rate Swap Agreement.

Issue Date means:

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(a) for the Notes other than the Refinancing Notes, 16 July 2014 or such other date as is agreed between the Manager and the Issuer Trustee; and

(b) for the Refinancing Notes, the relevant Refinancing Closing Date, or such other date as is agreed between the Manager and the Issuer Trustee.

Issuer Trustee means initially Perpetual Limited ABN 86 000 431 827 or, if Perpetual Limited retires or is removed as trustee of the PUMA Trust under the Trust Deed, the then substitute Issuer Trustee.

Invested Amount in relation to a Note at any given time means the Initial Invested Amount for that Note less the aggregate amounts of payments previously made on account of principal to the Noteholder of that Note.

Licensee means a holder of an Australian Credit Licence.

Line of Credit Loan means a Loan which, when settled, is not fully advanced to the relevant borrower and accordingly entitles that relevant borrower to require, subject to any cancellation of the undrawn limit, one or more further drawdowns throughout the term of that Loan (which further drawdowns may be made by the capitalisation of interest) to the extent that when those further drawdowns are aggregated with the initial advance they do not exceed the agreed limit for that Loan.

Liquidity Reserve at any time means:

(a) the aggregate of all amounts previously allocated to the Liquidity Reserve from the proceeds of the issue of Notes in accordance with Clause 5.4(a) and all amounts allocated to the Liquidity Reserve from the Available Income Amount pursuant to Clause 5.1(g); less

(b) the aggregate of all amounts of the Liquidity Reserve previously paid or applied by the Issuer Trustee towards the Available Income Amount and in accordance with Clause 5.1 and all amounts previously paid in accordance with Clause 8.

Liquidity Reserve Draw means in relation to a Determination Date an amount equal to the lesser of:

(a) the Gross Liquidity Shortfall in relation to that Determination Date less the Principal Draw in relation to that Determination Date (or zero if there is no Gross Liquidity Shortfall in relation to that Determination Date); and

(b) the Liquidity Reserve as at that Determination Date.

Manager's Fees means the fees payable to the Manager under the Management Deed (and in accordance with the Trust Deed) in relation to the PUMA Trust.

Margin means, in relation to a Note, the margin in relation to that Note expressed as a percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 4.2(c).

Monthly Payment Date in relation to a Note means 18 August 2014, the 18th day of each following calendar month until the Final Maturity Date and the Final Maturity Date provided that where any of these dates is not a Business Day, the Monthly Payment Date will be the next following Business Day.

Monthly Period means:

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(a) the period from and including the Closing Date to but excluding the first Monthly Payment Date; and

(b) each period thereafter from and including a Monthly Payment Date to but excluding the next Monthly Payment Date.

Mortgagor Break Benefits in relation to an Approved Mortgage means any benefits payable to a Mortgagor under the terms of that Approved Mortgage or as required by law (and to the extent the former is inconsistent with the latter, the latter will prevail) upon, and solely in respect of, the early termination of a given fixed interest rate relating to all or part of that Approved Mortgage prior to the scheduled termination of that fixed interest rate.

Mortgagor Break Costs in relation to an Approved Mortgage means any costs payable by the Mortgagor in respect of that Approved Mortgage upon, and solely in respect of, the early termination of a given fixed interest rate relating to all or part of that Approved Mortgage prior to the scheduled termination of that fixed interest rate.

Mortgage Loan Rights has the meaning given to that term in Clause 9.1.

National Consumer Credit Protection Laws means each of:

(a) the NCCP;

(b) the National Consumer Credit Protection (Fees) Act 2009 (Cth);

(c) the National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 (Cth);

(d) the National Consumer Credit Protection Amendment Act 2010 (Cth);

(e) any acts or other legislation enacted in connection with any of the acts set out in paragraphs (a) to (d) above, the NCCP Regulations and any other regulations made under any of the acts set out in paragraphs (a) to (d) above;

(f) Division 2 of Part 2 of the Australian Securities and Investments Commission Act 2001, so far as it relates to the obligations in respect of an Australian Credit Licence issued under the NCCP or registration as a Registered Person under the National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 (Cth); and

(g) any other Commonwealth, State or Territory legislation that covers conduct relating to credit activities (whether or not it also covers other conduct), but only in so far as it covers conduct relating to credit activities.

NCCP means National Consumer Credit Protection Act 2009 (Cth) including the National Credit Code annexed to that Act.

NCCP Regulations means the National Consumer Credit Protection Regulations 2010 (Cth).

Net Collections in relation to a Collection Period means the Collections for that Collection Period less the Principal Draw (if any) in relation to the Determination Date immediately following the end of that Collection Period.

Net Trust Income in relation to any Financial Year means the amount determined by the Manager under Clause 6.1(a) for that Financial Year.

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Note means a Class A Note, a Class A-R Note (if any), a Class B1 Note, a Class B1-R Note (if any) or a Class B2 Note.

Penalty Payment means any loss, costs, damage or expense (including legal costs and disbursements on a full indemnity basis or a solicitor and own client basis, whichever is higher) arising out of or in connection with any civil or criminal claims or proceedings or threatened claims or proceedings concerning or relating to the Consumer Credit Code or National Consumer Credit Protection Laws. This includes:

(a) the amount of any civil or criminal penalty order made against the Issuer Trustee together with any other money ordered to be paid by the Issuer Trustee and legal costs or other costs and expenses payable or incurred by the Issuer Trustee which relate to the order;

(b) any money ordered by a court or other judicial, regulatory or administrative body or any other body which may legally bind the Issuer Trustee to be paid by the Issuer Trustee in relation to any claim against the Issuer Trustee under the Consumer Credit Code or the National Consumer Credit Protection Laws; and

(c) the amount equal to any payment made by the Issuer Trustee to a debtor or any other person in settlement of an application for an order together with any legal costs or other costs or expenses payable or incurred by the Issuer Trustee which relate to the application.

Prepayment Amount means any amount paid, or assets lodged by, the Manager or any other party to a Transaction Document to or with the Issuer Trustee as trustee of the PUMA Trust as:

(a) a prepayment of any obligation by that person to the Issuer Trustee as trustee of the PUMA Trust under a Transaction Document to the extent that such amount has not (except as a prepayment) become payable to the Issuer Trustee in accordance with that Transaction Document; or

(b) collateral for any obligation by that person to the Issuer Trustee as trustee of the PUMA Trust under a Transaction Document to the extent that such amount has not been utilised by the Issuer Trustee in accordance with that Transaction Document,

and includes any amount or any assets specified in a Transaction Document to be a Prepayment Amount for the purposes of this Sub-Fund Notice and the Security Trust Deed.

Prescribed Period means in relation to an Approved Mortgage the period of 120 days (including the last day of that period) commencing on the date that the Approved Mortgage was acquired by the Issuer Trustee as trustee of the PUMA Trust or such greater period as may be agreed between the Manager and the Australian Prudential Regulation Authority.

Principal Collections in relation to a Collection Period means the amount which is either:

(a) zero, where the Finance Charge Collections for that Collection Period exceed the Net Collections for that Collection Period; or

(b) in all other cases, the Net Collections for that Collection Period less the Finance Charge Collections for that Collection Period.

Principal Draw in relation to a Determination Date means an amount equal to the lesser of:

(a) the Gross Liquidity Shortfall in relation to that Determination Date (or zero if there is no Gross Liquidity Shortfall in relation to that Determination Date); and

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(b) where the Collections for the Collection Period just ended exceed the Finance Charge Collections for that Collection Period, the amount of such excess or, where the Finance Charge Collections for the Collection Period just ended exceed the Collections for that Collection Period, zero.

PUMA Parameters means the collections procedures used by the Manager, as updated from time to time.

PUMA Trust means the Sub-Fund to be known as PUMA Series 2014-2 to be constituted by the acceptance of this Sub-Fund Notice pursuant to clause 6A.2(a) of the Trust Deed and the settlement on the Issuer Trustee of the sum of one hundred dollars pursuant to clause 6A.2(b) of the Trust Deed.

Recoveries in relation to an Approved Mortgage means all amounts recovered in respect of the principal of that Approved Mortgage that was part (or the whole) of a Defaulted Amount.

Redraw means, in relation to an Approved Mortgage which is an asset of the PUMA Trust, a further advance, or that part of a further advance, by the Issuer Trustee under the terms of the Approved Mortgage which does not cause the Scheduled Balance (determined prior to any variation to the terms of the Approved Mortgage which increases the Scheduled Balance) of that Approved Mortgage to be exceeded.

Redraw Facility Advance means "Advance" as that term is defined in the Redraw Facility Agreement.

Redraw Facility Agreement means the Redraw Facility Agreement to be entered into on or prior to the Closing Date between the Issuer Trustee, the Manager and the initial Redraw Facility Provider and includes any substitute agreement which replaces an existing Redraw Facility Agreement.

Redraw Facility Interest in relation to a Monthly Payment Date or a date upon which a distribution is made to the Redraw Facility Provider pursuant to clause 13.1(f)(ii) of the Security Trust Deed, means the fees and interest due on that Monthly Payment Date or date, as the case may be, and any fees and interest unpaid from prior Monthly Payment Dates, and interest on them, outstanding pursuant to the terms of the Redraw Facility Agreement.

Redraw Facility Limit at any time has the same meaning as the term "Facility Limit" in the Redraw Facility Agreement at that time.

Redraw Facility Principal has the same meaning as in the Redraw Facility Agreement.

Redraw Facility Provider means initially Macquarie Bank Limited ABN 46 008 583 542, and includes any other person who subsequently enters into a Redraw Facility Agreement with the Manager and the Issuer Trustee.

Refinancing Closing Date means each of the Class A Note Refinancing Closing Date and the Class B1 Refinancing Closing Date.

Refinancing Notes means the Class A-R Notes and/or the Class B1-R Notes.

Registered Person has the meaning given to it in the National Consumer Credit Protection (Transitional and Consequential Provisions) Act 2009 (Cth).

Relevant Parties has the same meaning as in the Security Trust Deed.

Representations and Warranties means the representations and warranties set out in Clause 7.1.

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Required Extraordinary Expenses Reserve Amount, in relation to any date, means A$150,000 or such other amount notified in writing by the Manager to the Issuer Trustee provided that no such amount will be effective for the purpose of this definition unless the Manager has confirmed, after providing notice to each Current Rating Authority, that such other amount will not result in a downgrading, withdrawal or qualification of any rating then assigned or, if prior to the Closing Date, which is proposed to be assigned by a Current Rating Authority to the Notes.

Required Liquidity Reserve means, in relation to any date, the greater of:

(a) 0.13% of the Total Invested Amount as at the Closing Date; and

(b) 1.3% of the outstanding principal balance of all Approved Mortgages,

or such other amount notified in writing by the Manager to the Issuer Trustee provided that no such amount will be effective for the purpose of this definition unless the Manager has confirmed, after providing notice to each Current Rating Authority, that such other amount will not result in a downgrading, withdrawal or qualification of any rating then assigned or, if prior to the Closing Date, which is proposed to be assigned by a Current Rating Authority to the Notes.

Scheduled Balance in relation to an Approved Mortgage means the amount that would be owing on the Approved Mortgage at the date of determination if the borrower had drawn down the Approved Mortgage in full and had made, prior to that date, the minimum payments required under the terms of the Approved Mortgage.

Scheduled Maturity Date means the Monthly Payment Date falling in 18 July 2019.

Security Trust Deed means the Security Trust Deed to be entered into on or prior to the Closing Date between the Issuer Trustee, the Manager and Perpetual Trustee Company Limited ABN 42 000 001 007.

Senior Further Advance means a Further Advance which is not a Subordinate Further Advance.

Senior Redraw Facility Interest Amount in relation to a Monthly Payment Date or a date upon which a distribution is made pursuant to clause 13.1(f)(iii) of the Security Trust Deed means an amount determined by the following calculation:

RP

SRPRFISRFIA

where:

SRFIA = the Senior Redraw Facility Interest Amount;

SRP = the Senior Redraw Facility Principal on that Monthly Payment Date or date;

RP = the Redraw Facility Principal on that Monthly Payment Date or date; and

RFI = the Redraw Facility Interest on that Monthly Payment Date or date.

Senior Redraw Facility Principal in relation to a Monthly Payment Date or a date upon which a distribution is made pursuant to clause 13.1(f)(iii) of the Security Trust Deed means the amount, if any, by which the Redraw Facility Principal in relation to that Monthly Payment Date or date exceeds the aggregate Subordinate Further Advance Amounts in respect of the Approved Mortgages, which are, or were, assets of the PUMA Trust, in relation to that Monthly Payment Date or date.

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Stated Amount means:

(a) at any given time which is not on a Determination Date in relation to a Note or Class of Notes, the aggregate Initial Invested Amount for that Note or Class of Notes less the aggregate of:

(i) the aggregate amount of payments (if any) previously made on account of principal to the Noteholder(s) of that Note or Class of Notes; and

(ii) the aggregate amount of Charge-Offs in respect of that Note or Class of Notes made on prior Monthly Payment Dates and remaining unreimbursed; and

(b) on a Determination Date in relation to a Note or Class of Notes, the amount calculated below:

C - B A SA

where:

SA = the Stated Amount of that Note or Class of Notes on that Determination Date;

A = the amount calculated pursuant to paragraph (a) in respect of that Note or Class of Notes (without having regard to the condition in paragraph (a) that such amount be calculated on a day other than a Determination Date);

B = the amount determined by the Manager on that Determination Date to be allocated from the Available Income Amount in accordance with Clauses 5.1(j), (k) or (l) on the next following Monthly Payment Date to reimburse any unreimbursed Charge-Offs in respect of that Note or Class of Notes; and

C = the amount determined by the Manager on that Determination Date to be charged-off in respect of that Note or Class of Notes in accordance with Clause 5.7 on the next following Monthly Payment Date.

Subordinate Further Advance means, in relation to an Approved Mortgage which is an asset of the PUMA Trust, a Further Advance made (whether before or after the acquisition of the Approved Mortgage by the PUMA Trust) or to be made, as the context requires, by the Issuer Trustee at any time to the extent to which it is made without the benefit of insurance under a Mortgage Insurance Policy.

Subordinate Further Advance Amount in relation to a Monthly Payment Date or a date upon which a distribution is made pursuant to clause 13.1(f)(iii) of the Security Trust Deed and an Approved Mortgage, means the amount, if any, by which on the Determination Date, or the earlier of the date of that distribution or date of sale of the relevant Approved Mortgage, as the case may be, the principal balance outstanding of that Approved Mortgage exceeds the Scheduled Balance of that Approved Mortgage as a result of Subordinate Further Advances made before the acquisition of the Approved Mortgage by the PUMA Trust or by the Issuer Trustee pursuant to Clause 8 on the basis that repayments of principal on that Approved Mortgage by a Mortgagor are applied first towards any scheduled principal payments on that Approved Mortgage and then towards such Subordinate Further Advances (but not as a result of capitalised interest in respect of such Subordinate Further Advances). Notwithstanding the foregoing, if an Approved Mortgage which is an asset of the PUMA Trust is written off by the Manager as unrecoverable in a Collection Period then:

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(a) subject to the following, the Subordinate Further Advance Amount in relation to that Approved Mortgage will be the Subordinate Further Advance Amount, as determined in accordance with the above paragraph, immediately before the Approved Mortgage was written off as unrecoverable;

(b) if there is no Defaulted Amount in relation to that Collection Period, the Subordinate Further Advance Amount in relation to that Approved Mortgage will be reduced to zero on the Monthly Payment Date at the end of that Collection Period; and

(c) if there is a Defaulted Amount in relation to that Collection Period, the Subordinate Further Advance Amount in relation to that Approved Mortgage on and from the Monthly Payment Date at the end of that Monthly Period will, subject to the following, be the lesser of the amount referred to in paragraph (a) above and that Defaulted Amount. The Subordinate Further Advance Amount in relation to that Approved Mortgage will be reduced to zero at the end of the next Monthly Payment Date on or after that Monthly Payment Date upon which the Defaulted Amount and any Charge-Offs have been reimbursed under Clause 5.1.

Threshold Rate at any time means the aggregate of:

(a) as reasonably determined by the Manager, the minimum weighted average rate of interest on all Approved Mortgages which are assets of the PUMA Trust which would be sufficient (assuming that all parties comply with their obligations at all times under the Transaction Documents and under the Approved Mortgages and taking into account all of the liabilities of the Issuer Trustee under the Transaction Documents) when aggregated with all other income received by the Issuer Trustee to ensure that the Issuer Trustee will have available to it sufficient income to enable it to meet the Total Expenses as they fall due; and

(b) 0.25% per annum.

Total Expenses in relation to a Collection Period means the aggregate of the amounts referred to in Clause 5.1(a) to (f) (inclusive) for the Collection Period.

Total Invested Amount means, at any time, the aggregate of the Invested Amounts at that time of all Notes.

Trust Deed means the Consolidated PUMA Trust Deed dated 13 July 1990 (as amended and supplemented from time to time) between the person referred to therein as the Founder and the Issuer Trustee under which the Trusts collectively known as the PUMA Fund are constituted.

Unreimbursed Principal Draw in relation to a Determination Date means the aggregate amount of all Principal Draws in relation to prior Determination Dates less the aggregate of all amounts allocated to the Available Principal Amount in accordance with Clause 5.1(h) on prior Monthly Payment Dates.

Variable Rate on any given date means each variable rate of interest charged on that date by the Issuer Trustee on Approved Mortgages then forming part of the assets of the PUMA Trust.

1.2 Interpretation

(a) (Trust Deed): The provisions of clause 1.2 of the Trust Deed are incorporated into this Sub-Fund Notice as if set out in full in this Sub-Fund Notice and as if references to "this Deed" were to "this Sub-Fund Notice" and references to a "Banking Day" were to a "Business Day".

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(b) (Security Trust Deed): The provisions of clauses 1.3(s) and (t) of the Security Trust Deed are incorporated into this Sub-Fund Notice as if set out in full in this Sub-Fund Notice.

1.3 Trust Deed definitions

Subject to Clause 1.4 unless otherwise defined in this Sub-Fund Notice, each term or expression defined in the Trust Deed has the same meaning where used in this Sub-Fund Notice. Where there is any inconsistency in a definition between this Sub-Fund Notice and the Trust Deed, this Sub-Fund Notice prevails in respect of the PUMA Trust. Subject to Clause 1.4, terms or expressions defined in the Trust Deed in relation to a Fund are, when used in this Sub-Fund Notice, and unless the context otherwise requires, used in relation to the PUMA Trust.

1.4 Incorporated definitions and other Transaction Documents and provisions

Where in this Sub-Fund Notice a word or expression is defined by reference to its meaning in another Transaction Document or there is a reference to another Transaction Document or to a provision of another Transaction Document, any amendment to the meaning of that word or expression or to that other Transaction Document or provision (as the case may be) will be of no effect for the purposes of this Sub-Fund Notice unless and until the amendment is consented to by the Manager and the Issuer Trustee (such consent to be granted in accordance with the Transaction Documents).

1.5 Issuer Trustee capacity

In this Sub-Fund Notice, except where provided to the contrary:

(a) (References to Issuer Trustee): a reference to the Issuer Trustee is a reference to the Issuer Trustee in its capacity as trustee of the PUMA Trust only, and in no other capacity; and

(b) (References to assets of the Issuer Trustee): a reference to the undertaking, assets, business or money of the Issuer Trustee is a reference to the undertaking, assets, business or money of the Issuer Trustee in the capacity referred to in paragraph (a).

1.6 Hedge Arrangement

The Interest Rate Swap Agreement is a Hedge Arrangement of the PUMA Trust for the purposes of the Trust Deed.

2. UNITS

2.1 Classes and number of Units

The beneficial interest in the PUMA Trust is divided into 1,010 Units: 10 Capital Units and 1,000 Income Units. The Income Units and the Capital Units enjoy the same rights, entitlements, benefits and restrictions, except as expressly provided in this Sub-Fund Notice.

2.2 Initial Unitholders

(a) (Capital Units): The initial holder of each Capital Unit in the PUMA Trust is Macquarie Bank Limited.

(b) (Income Units): The initial holder of each Income Unit in the PUMA Trust is Macquarie Bank Limited.

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2.3 Registration of Initial Unitholders

The Issuer Trustee must, as soon as practicable following the creation of the PUMA Trust, record in the Register in accordance with clause 15 of the Trust Deed, Macquarie Bank Limited as the holder of:

(a) 10 Capital Units; and

(b) 1,000 Income Units.

2.4 Beneficial Interest represented by the Income Units

The beneficial interest in the PUMA Trust represented by the Income Units is limited to the amount (if any) standing from time to time to the credit of the Account representing any then due but unpaid Income Unit Amount.

2.5 Beneficial Interest represented by the Capital Units

The beneficial interest in the PUMA Trust represented by the Capital Units is in the assets of the PUMA Trust as a whole (other than the beneficial interest in the assets represented by the Income Units) but not in any particular asset of the PUMA Trust.

2.6 Right of each Income Unitholder to payments

Each Income Unitholder has only (i) the right to receive payments of the Income Unit Amount and (ii) its rights under Clause 6 on a pari passu and rateable basis with all other Income Unitholders in accordance with this Sub-Fund Notice and only to the extent that funds are available for this purpose in accordance with this Sub-Fund Notice.

2.7 Rights of Capital Unitholder to payments

Macquarie Bank Limited, as holder of 10 Capital Units, has no right to receive any payments or distributions in respect of the Capital Units held by it other than to receive any amounts available for distribution in respect of those 10 Capital Units pari passu and rateably pursuant to Clause 5.2(g).

2.8 Capital and Income Units subject to this Sub-Fund Notice

The rights, benefits and entitlements in respect of the Capital Units and the Income Units are subject to the terms of this Sub-Fund Notice.

2.9 Restrictions on transfer

(a) (Capital Units): The Capital Units are non-transferable.

(b) (Income Units): The Income Units may be transferred at any time subject to the prior written consent of the Issuer Trustee and the Manager (which, in each case, must not be unreasonably withheld) and the giving of notification to each Current Rating Authority by the Manager.

3. ISSUE OF NOTES

3.1 Classes of Notes

(a) (Classes of Notes): Notes issued by the Issuer Trustee:

(i) on the Closing Date must be issued in one or more of the following classes:

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(A) the class of Notes known as the “Class A Notes”, all of which will form a single class of Notes;

(B) the class of Notes known as the “Class B1 Notes”, all of which will form a single class of Notes; and/or

(C) the class of Notes known as the “Class B2 Notes”, all of which will form a single class of Notes; and

(ii) on the Refinancing Closing Date (if any) must be issued in one or more of the following classes:

(A) the class of Notes known as the Class A-R Notes, all of which will form a single class of Notes; and/or

(B) the class of Notes known as the Class B1-R Notes, all of which will form a single class of Notes.

All Notes will be Registered Notes issued pursuant to clause 7 of the Trust Deed.

(b) (Notification to Issuer Trustee): The Manager must determine and notify the Issuer Trustee and each Current Rating Authority in writing at least two Business Days (or such other period as the Manager and the Issuer Trustee may agree) before the Closing Date and/or any Refinancing Closing Date:

(i) the total number of notes in each Class of Notes (if any) to be issued by the Issuer Trustee on that date;

(ii) the initial principal amount of each Class of Notes (if any) to be issued by the Issuer Trustee on that date; and

(iii) the Margin for each Class of Notes (if any) to be issued by the Issuer Trustee on that date.

3.2 Issue of Notes

Subject to the satisfaction of all relevant conditions precedent in the Transaction Documents, the Issuer Trustee must:

(a) (Enter into Register): on the Closing Date, enter this Sub-Fund Notice into the Register in accordance with clause 15 of the Trust Deed; and

(b) (Issue Notes): on the direction of the Manager, issue the relevant Notes on the Closing Date and the Refinancing Closing Date as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b).

3.3 Pre-conditions to issue of Class A Notes, Class B1 Notes and Class B2 Notes

The Issuer Trustee must not issue the Class A Notes, the Class B1 Notes or the Class B2 Notes on their Issue Date until it has received:

(a) (Transaction Documents): executed original counterparts (or satisfactory evidence of the due execution by each party) of this Sub Fund Notice, the Security Trust Deed, the Redraw Facility Agreement and the Accession Deed to the Tax Sharing Deed;

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(b) (Redraw Facility confirmation): written confirmation from the Redraw Facility Provider that all conditions precedent to the Redraw Facility Provider's obligations under the Redraw Facility Agreement, which can be satisfied on or prior to the Closing Date, have been satisfied;

(c) (Transfer Proposal): a Transfer Proposal from the Manager relating to the transfer of Approved Mortgages to the PUMA Trust on the Closing Date; and

(d) (Extraordinary Expenses Reserve): confirmation that the Manager has deposited an amount equal to the Required Extraordinary Expenses Reserve Amount with the Issuer Trustee in accordance with Clause 5.5(a).

3.4 Pre-conditions to issue of Class A-R Notes and Class B1-R Notes

The Issuer Trustee must not issue any Class A-R Notes or Class B1-R Notes on their Issue Date unless:

(a) (Ratings confirmation): the Manager has first advised the Issuer Trustee, after providing not less than 15 Business Days notice to each Current Rating Authority, that the issue of the relevant Refinancing Notes will not result in a downgrading, qualification or withdrawal of the rating given to any Notes by any Current Rating Authority; and

(b) (Sufficient proceeds): it has received confirmation from the Manager that the issuance of the relevant Refinancing Notes will yield sufficient proceeds to redeem all of the Class A Notes and/or the Class B1 Notes at their then Invested Amounts, together with all accrued but unpaid interest on the relevant Notes to (but excluding) the proposed date of redemption in accordance with Clause 13(c).

3.5 RBA repo eligibility

The Manager undertakes to make an application to the Reserve Bank of Australia (RBA) for the purposes of ensuring that the Class A Notes and the Class B1 Notes are accepted as "eligible securities" which may be lodged as collateral in relation to a repurchase agreement entered into with the RBA and, if that application is successful, to take such other action that the Manager may determine is commercially reasonable and in line with current market practice to maintain the "eligible securities" status of the Class A Notes or the Class B1 Notes (as the case may be).

4. PRINCIPAL AND INTEREST ON THE NOTES

4.1 Initial Invested Amount of the Notes

Each Note will have an Initial Invested Amount of A$10,000. Each Note will be issued at par value.

4.2 Payment of interest on the Notes

(a) (Period of accrual): Each Note will accrue interest from (and including) its Issue Date and will cease to accrue interest from (and including) the earlier of:

(i) the date on which the Invested Amount of that Note is reduced to zero and all accrued interest in respect of that Note is paid in full; and

(ii) the date on which the Note is deemed to be repaid in accordance with Clause 4.3(e).

(b) (Basis of accrual): Interest on each Note for each Monthly Period in relation to that Note will accrue on a daily basis at the product of the Floating Interest Rate applicable to that

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Note for that Monthly Period and the Invested Amount of that Note at the close of business on the first day of that Monthly Period (after any reductions in the Invested Amount on that day) and will be calculated on the actual number of days in that Monthly Period and based on a 365 day year. Interest so calculated on a Note will be due and payable in arrears on each Monthly Payment Date.

(c) (Margins): The Margin for the:

(i) Class A Notes is:

(A) up to but excluding the Scheduled Maturity Date, the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b) (being the Class A Base Margin); and

(B) from and including the Scheduled Maturity Date, the sum of the Class A Base Margin and 0.50%;

(ii) Class A-R Notes is the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b);

(iii) Class B1 Notes is:

(A) up to but excluding the Scheduled Maturity Date, the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b) (being the Class B1 Base Margin); and

(B) from and including the Scheduled Maturity Date, the sum of the Class B1 Base Margin and 0.50%;

(iv) Class B1-R Notes is the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b); and

(v) Class B2 Notes is the percentage per annum as determined by the Manager and notified to the Issuer Trustee in accordance with Clause 3.1(b).

4.3 Redemption of the Notes

(a) (Partial redemption): Subject to Clauses 4.3(b) and 4.3(c), the Issuer Trustee will redeem each Note on a Monthly Payment Date (either in whole or in part as the context requires) to the extent of any moneys to be applied by the Issuer Trustee pursuant to Clause 5.2.

(b) (Optional redemption by issue of new Notes): On any Monthly Payment Date falling on or after the Scheduled Maturity Date, the Issuer Trustee may, if so directed by the Manager (at the Manager's option) redeem all, but not some only, of the Class A Notes in full and/or (at the Manager's option) redeem all, but not some only, of the Class B1 Notes in full at their then Invested Amounts, together with all accrued but unpaid interest to the date of redemption by applying, in accordance with Clause 13(c), the proceeds of issue of any Class A-R Notes and/or any Class B1-R Notes issued pursuant to Clause 13(b). For the avoidance of doubt, the Manager may exercise its option to require the Issuer Trustee to redeem the Class A Notes under this Clause 4.3(b) on a particular Monthly Payment Date and to redeem the Class B1 Notes under this Clause 4.3(b) on the same or a subsequent Monthly Payment Date however the Manager may not exercise its option to require the Issuer Trustee to redeem the Class B1 Notes under this Clause 4.3(b) prior to the Class A Notes being redeemed.

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The Manager must send notice of such a redemption to the relevant Noteholders not less than seven Business Days prior to the relevant Monthly Payment Date. Such a notice once given is irrevocable and binding upon the Manager.

(c) (Optional redemption – 10% call): On any Monthly Payment Date falling on or after the Call Date, the Issuer Trustee may, if so directed by the Manager (at the Manager's option) redeem all, but not some only, of the Notes in full at their then Invested Amounts, together with all accrued but unpaid interest to the date of redemption by applying, in accordance with Clause 5, the Collections available on that Monthly Payment Date (including without limitation the proceeds of a sale of the Mortgage Loan Rights to another Fund pursuant to Clause 9.2(b)). The Manager must send notice of such a redemption to the Noteholders not less than seven Business Days prior to the relevant Monthly Payment Date. Such a notice once given is irrevocable and binding upon the Manager.

(d) (Redemption on final maturity): Unless previously redeemed in full, the Issuer Trustee must, subject to this Sub-Fund Notice, redeem each Note in full at its then Invested Amount, together with all accrued but unpaid interest, on the Final Maturity Date.

(e) (Redemption upon final distribution): Upon a final distribution being made in respect of a Note under Clause 5.2 of this Sub-Fund Notice or clause 13.1 of the Security Trust Deed, that Note will thereupon be deemed to be redeemed and discharged in full and any obligation to pay any accrued but unpaid interest and any then unpaid Invested Amount or any other amounts in relation to that Note will be extinguished in full.

(f) (No repayment in excess of Stated Amount): No amount of principal will be repaid in respect of a Note in excess of the Stated Amount of that Note (other than under clause 13.1 of the Security Trust Deed).

4.4 Interest on overdue interest on the Notes

If interest is not paid in respect of a Note on the date when due and payable in accordance with this Sub-Fund Notice (but without regard to any limitation contained in this Sub-Fund Notice) that unpaid interest will in turn bear interest at the interest rate from time to time applicable to that Note until (but excluding) the date on which the unpaid interest, and interest on it, is paid in accordance with Clause 5.1.

4.5 Rounding of payments on the Notes

All payments in respect of:

(a) (Interest): interest on the Notes will be rounded to the nearest cent; and

(b) (Principal): the Invested Amount of each Note will be rounded downwards to the nearest integral multiple of A$1.

4.6 Threshold Rate

(a) On each Determination Date the Manager must calculate the Threshold Rate as at that date and notify the Issuer Trustee of that Threshold Rate on or prior to the next Monthly Payment Date.

(b) If at any time the Basis Swap terminates on or prior to its scheduled termination date and no replacement swap or other arrangements have been entered into, the Manager will, for the period commencing on the Adjustment Date in respect of that termination until the date on which a new Basis Swap (or other arrangement satisfactory to the Manager and the Issuer

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Trustee and in respect of which the Manager has confirmed, after providing notice to each Current Rating Authority, that the entering into of such arrangement will not result in a downgrading, withdrawal or qualification of any rating then assigned to the Notes) is entered into, determine whether the amount of income produced by the Approved Mortgages forming part of the assets of the PUMA Trust when aggregated with any other resources available to the Issuer Trustee (including amounts payable to the Issuer Trustee under the Interest Rate Swap Agreement and any reserves (as advised by the Manager)) is sufficient to enable the Issuer Trustee to comply with all of its obligations under the Transaction Documents as they fall due. If such amount is insufficient, the Manager must procure (having regard to the date(s) on which any change to the Variable Rate may take effect and at all times acting in accordance with the PUMA Parameters and all applicable Binding Provisions) that the weighted average of the Variable Rates in respect of the Approved Mortgages forming part of the assets of the PUMA Trust rounded up to 4 decimal places is at least equal to the greater of:

(i) the Threshold Rate calculated on that Adjustment Date; or

(ii) the rate of interest which produces an amount of income which is sufficient, when aggregated with the income produced by each other Approved Mortgage then forming part of the assets of the PUMA Trust and any other resources available to the Issuer Trustee, to enable the Issuer Trustee to comply with all of its obligations under the Transaction Documents as they fall due.

4.7 Manager's undertakings in relation to Approved Mortgages with fixed rates of interest

(a) (No further fixed rate Approved Mortgages): Following the Closing Date, the Manager will not allow an Approved Mortgage held in the PUMA Trust to convert from a floating rate of interest to a fixed rate of interest, unless:

(i) (Sufficient Collections): the Manager ensures that there will be sufficient Collections from that Approved Mortgage to cover the proportional amount of fees and expenses as set out under Clauses 5.1(a) to 5.1(f) (inclusive) of this Sub-Fund Notice pertaining to that Approved Mortgage;

(ii) (Fixed rate loans): the Manager ensures that immediately following such conversion, the aggregate of the outstanding principal balance of all Approved Mortgages, which have a fixed rate of interest, then held by the PUMA Trust as a percentage of the aggregate of the outstanding principal balance of all Approved Mortgages then held by the PUMA Trust, does not exceed 30%; and

(iii) (Fixed rate swap): the Issuer Trustee and the Manager then have in place or have entered into a fixed rate swap in respect of the relevant Approved Mortgage, provided that the Manager has advised the Issuer Trustee, after providing notice to each Current Rating Authority, that this will not result in a downgrading, qualification or withdrawal of the rating given to the Notes by any Current Rating Authority.

For the avoidance of doubt and subject to Clause 4.7(b), this Clause 4.7(a) does not prevent the Manager from agreeing to extend the period for which a fixed rate of interest applies to any Approved Mortgage in the PUMA Trust which was subject to a fixed rate of interest on the Closing Date and does not limit Clause 7.11(a).

(b) (Extension of fixed rate period): The Manager may not agree to an extension of the period for which a fixed rate of interest applies to an Approved Mortgage while that Approved Mortgage remains an Asset of the PUMA Trust unless the Manager ensures that there will

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be sufficient Collections from that Approved Mortgage to cover the proportionate amount of fees and expenses as set out under Clauses 5.1(a) to 5.1(f) (inclusive) of this Sub-Fund Notice pertaining to that Approved Mortgage.

4.8 No Tax Gross-up

All payments to the Noteholders in respect of the Notes will be made without withholding or deduction for, or on account of, any present or future taxes, duties or charges of whatsoever nature unless the Issuer Trustee or the Manager is required by any applicable law to make such a withholding or deduction. In that event the Issuer Trustee or the Manager (as the case may be) will, after making such withholding or deduction, account to the relevant authorities for the amount so required to be withheld or deducted. Neither the Issuer Trustee nor the Manager will be obliged to make any additional payments to the Noteholders in respect of the relevant Notes in relation to that withholding or deduction.

4.9 Manager's undertaking and indemnity in relation to ASX Listing

(a) (Application for ASX listing): The Manager may in its absolute discretion, at any time on or after the Closing Date, make an application for the Notes of any Class to be listed on the Australian Securities Exchange.

(b) (Manager's undertaking): At any time while any Class of Notes are listed on the Australian Securities Exchange, the Manager undertakes to the Issuer Trustee to:

(i) give the Issuer Trustee such directions; and

(ii) take such actions on behalf of the Issuer Trustee,

as are necessary to ensure that the Issuer Trustee complies with the ASX Listing Rules in connection with the listing of such Notes on the Australian Securities Exchange.

(c) (Indemnity): The Manager fully indemnifies the Issuer Trustee from and against any expense, loss, damage, liability, fines, forfeiture, legal fees and related costs which the Issuer Trustee may incur (whether directly or indirectly) as a consequence of a breach of Clause 4.9(b) except as a result of the fraud, negligence or wilful default of the Issuer Trustee.

5. CASHFLOWS

5.1 Order of application of the Available Income Amount on each Monthly Payment Date

On each Determination Date the Manager must determine the payments and allocations to be made on the next Monthly Payment Date by the Issuer Trustee from the Available Income Amount for the Collection Period just ended and must direct the Issuer Trustee to apply, and the Issuer Trustee must apply, the Available Income Amount in making the following payments and allocations on that Monthly Payment Date in the following order of priority:

(a) (A$10 to Income Unitholders): first, at the Manager's discretion, up to A$10 to the Income Unitholders, pari passu and rateably to be dealt with, and held by, the Income Unitholders;

(b) (Remuneration of Issuer Trustee and Security Trustee, Taxes and third party payments): second, in payment or allocation, pari passu and rateably, towards:

(i) any amounts payable by the Issuer Trustee to itself as trustee of the PUMA Trust and the Security Trustee;

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(ii) any liability of the Issuer Trustee for Taxes; and

(iii) any other Fees and Expenses payable to other parties (including to the Issuer Trustee in any other capacity or the Security Trustee in any other capacity) and incurred without breach by the Issuer Trustee of the Transaction Documents to which it is a party (and for which payment has not been provided for elsewhere in this Clause 5.1),

and to provide for any such amounts expected to become due and payable by the Issuer Trustee in the Collection Period in which such Monthly Payment Date occurs;

(c) (Manager's Fees): third, in payment to the Manager towards the Manager's Fees outstanding on that Monthly Payment Date;

(d) (Interest Rate Swap payments): fourth, in or towards payment on the Monthly Payment Date of any amount due and payable to the Interest Rate Swap Provider in respect of the Interest Rate Swaps (including any termination payment due and payable by the Issuer Trustee under the Interest Rate Swaps but excluding any relevant Excluded Swap Termination Amount) (except to the extent that such amounts have been paid out of any premium received from any replacement Interest Rate Swap Provider) pursuant to the Interest Rate Swap Master Agreement;

(e) (Class A Notes, Class A-R Notes and Senior Redraw Facility interest): fifth, in payment, pari passu and rateably:

(i) if any Class A Notes remain outstanding, to the Class A Noteholders, pari passu and rateably, towards the interest (if any) due on the Class A Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class A Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4;

(ii) if any Class A-R Notes remain outstanding, to the Class A-R Noteholders, pari passu and rateably, towards the interest (if any) due on the Class A-R Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class A-R Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4; and

(iii) to the Redraw Facility Provider towards an amount not exceeding the Senior Redraw Facility Interest Amount in relation to that Monthly Payment Date to be applied to the Redraw Facility Interest in relation to that Monthly Payment Date;

(f) (Class B1 Notes and Class B1-R Notes interest): sixth, in payment, pari passu and rateably:

(i) if any Class B1 Notes remain outstanding, to the Class B1 Noteholders, pari passu and rateably, towards the interest (if any) due on the Class B1 Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class B1 Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4; and

(ii) if any Class B1-R Notes remain outstanding, to the Class B1-R Noteholders, pari passu and rateably, towards the interest (if any) due on the Class B1-R Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class B1-R Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4;

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(g) (Liquidity Reserve): seventh, towards the amount (if any) by which the Required Liquidity Reserve in relation to that Monthly Payment Date exceeds the then Liquidity Reserve (after the payments and allocations referred to above) to be invested or retained in Authorised Investments in respect of the Liquidity Reserve;

(h) (Unreimbursed Principal Draw): eighth, an amount equal to the Unreimbursed Principal Draw in relation to that Determination Date will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2;

(i) (Reimbursement of Defaulted Amounts): ninth, an amount equal to the Defaulted Amount in respect of the Collection Period just ended will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on the Monthly Payment Date in accordance with Clause 5.2;

(j) (Unreimbursed Class A Charge-Offs and Class A1-R Charge-Offs): tenth, in payment pari passu and rateably of:

(i) if any Class A Notes remain outstanding, an amount equal to any Class A Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2; and

(ii) if any Class A-R Notes remain outstanding, an amount equal to any Class A-R Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2;

(k) (Unreimbursed Class B1 Charge-Offs and Class B1-R Charge-Offs): eleventh, in payment pari passu and rateably of:

(i) if any Class B1 Notes remain outstanding, an amount equal to any Class B1 Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2; and

(ii) if any Class B1-R Notes remain outstanding, an amount equal to any Class B1-R Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2;

(l) (Unreimbursed Class B2 Charge-Offs): twelfth, an amount equal to any Class B2 Charge-Offs remaining unreimbursed from all prior Monthly Payment Dates will be allocated to the Available Principal Amount for the Collection Period just ended to be applied on that Monthly Payment Date in accordance with Clause 5.2;

(m) (Balance of Redraw Facility Interest): thirteenth, to the Redraw Facility Provider towards the balance of any Redraw Facility Interest on that Monthly Payment Date, any amounts payable in accordance with clause 8.2 of the Redraw Facility Agreement on that Monthly Payment Date and any such amounts remaining unpaid from prior Monthly Payment Dates;

(n) (Extraordinary Expenses Reserve): fourteenth, the amount (if any) by which the Required Extraordinary Expenses Reserve Amount exceeds the then Extraordinary Expenses Reserve (after any application of the Extraordinary Expenses Reserve towards Extraordinary

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Expenses as required on that Monthly Payment Date pursuant to Clause 5.5(d)) to be allocated to the Extraordinary Expenses Reserve and held in accordance with Clause 5.5;

(o) (Class B2 Notes interest): fifteenth, in payment to the Class B2 Noteholders, pari passu and rateably, towards the interest (if any) due on the Class B2 Notes on that Monthly Payment Date pursuant to Clause 4.2 and any unpaid interest on the Class B2 Notes from prior Monthly Payment Dates and interest on that unpaid interest payable pursuant to Clause 4.4;

(p) (Excluded Swap Termination Amounts): sixteenth, in or towards payment pari passu and rateably of any Excluded Swap Termination Amounts due and payable by the Issuer Trustee under the Interest Rate Swap Agreement, except to the extent such amounts have been paid out of any premiums received from any relevant replacement Interest Rate Swap Provider;

(q) (Income Unitholders): finally, the balance in payment to the Income Unitholders pari passu and rateably.

5.2 Order of application of the Available Principal Amount on each Monthly Payment Date

On each Determination Date the Manager must determine the payments and allocations to be made on the next Monthly Payment Date by the Issuer Trustee from the Available Principal Amount for the Collection Period just ended and must direct the Issuer Trustee to apply, and the Issuer Trustee must apply, the Available Principal Amount in making the following payments and allocations on that Monthly Payment Date in the following order of priority:

(a) (Senior Redraw Facility Principal): first, to the Redraw Facility Provider towards an amount not exceeding the Senior Redraw Facility Principal in relation to that Monthly Payment Date to be applied towards repayment of the Redraw Facility Principal outstanding on the Business Day immediately prior to that Monthly Payment Date;

(b) (Redraws): second, towards funding any Redraws at any time pursuant to Clause 8;

(c) (Principal on the Class A Notes and the Class A-R Notes): third, pari passu and rateably:

(i) if any Class A Notes remain outstanding, to the Class A Noteholders towards repayment of principal of the Class A Notes on a pari passu and rateable basis until the Stated Amount of the Class A Notes is reduced to zero; and

(ii) if any Class A-R Notes remain outstanding, to the Class A-R Noteholders towards repayment of principal of the Class A-R Notes on a pari passu and rateable basis until the Stated Amount of the Class A-R Notes is reduced to zero;

(d) (Principal on the Class B1 Notes and the Class B1-R Notes): fourth, pari passu and rateably:

(i) if any Class B1 Notes remain outstanding, to the Class B1 Noteholders towards repayment of principal of the Class B1 Notes on a pari passu and rateable basis until the Stated Amount of the Class B1 Notes is reduced to zero; and

(ii) if any Class B1-R Notes remain outstanding, to the Class B1-R Noteholders towards repayment of principal of the Class B1-R Notes on a pari passu and rateable basis until the Stated Amount of the Class B1-R Notes is reduced to zero;

(e) (Principal on the Class B2 Notes): fifth, to the Class B2 Noteholders towards repayment of principal of the Class B2 Notes on a pari passu and rateable basis until the Stated Amount of the Class B2 Notes is reduced to zero;

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(f) (Subordinate Further Advance Amounts): sixth, if the Notes have been repaid in full, to the Redraw Facility Provider towards repayment of the balance of the Redraw Facility Principal outstanding on the Business Day immediately prior to that Monthly Payment Date; and

(g) (Capital Unitholder): finally, the balance, if any, is to be paid to the Capital Unitholder.

5.3 Limitations

The obligations of the Issuer Trustee to make any payment or allocation under Clause 5.1 and Clause 5.2 is limited in each case to the balance of the Available Income Amount and Available Principal Amount, respectively, after payment in accordance with the preceding paragraph or paragraphs (if any). Any Available Income Amount or Available Principal Amount not paid towards a liability of the PUMA Trust on a Monthly Payment Date, or otherwise allocated to the Extraordinary Expenses Reserve or the Liquidity Reserve, are to be held by the Issuer Trustee as Collections and invested in Authorised Investments in accordance with clause 10.4(a) of the Trust Deed. The Manager may by notice to the Issuer Trustee revise any direction given pursuant to Clause 5.1 or Clause 5.2 in relation to a Monthly Payment Date at any time before a payment is made by the Issuer Trustee pursuant to that direction.

5.4 Liquidity Reserve

(a) (Allocation from Issue Proceeds): On the Closing Date, the Manager must direct the Issuer Trustee to apply issue proceeds of the Notes, in an amount equal to the Required Liquidity Reserve, towards the Liquidity Reserve.

(b) (Determining the Liquidity Reserve): The Issuer Trustee must keep a record of the amount of the Liquidity Reserve but may mix the Liquidity Reserve with other assets of the PUMA Trust.

(c) (Application of the Liquidity Reserve): The Liquidity Reserve may only be applied towards:

(i) a Liquidity Reserve Draw to be applied as Available Income Amount in accordance with Clause 5.1; or

(ii) Redraws in accordance with Clause 8.1 provided that the Liquidity Reserve will not be less than the then Required Liquidity Reserve.

5.5 Extraordinary Expense Reserve

(a) (Required Extraordinary Expenses Reserve Amount): The Manager must prior to the Closing Date deposit an amount equal to the Required Extraordinary Expenses Reserve Amount with the Issuer Trustee, and the Manager must direct the Issuer Trustee to apply such amount, towards the Extraordinary Expenses Reserve.

(b) (Calculation of Extraordinary Expenses Reserve): The Extraordinary Expenses Reserve at any time is:

(i) the aggregate of the amount deposited by the Manager pursuant to Clause 5.5(a) and allocated to the Extraordinary Expenses Reserve and the aggregate of all amounts previously allocated to the Extraordinary Expenses Reserve pursuant to Clause 5.1(n); less

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(ii) the aggregate of all amounts of the Extraordinary Expenses Reserve previously paid or applied toward liabilities of the PUMA Trust in accordance with Clause 5.5(d).

(c) (Holding Extraordinary Expenses Reserve): The Manager shall maintain a record of the amount of the Extraordinary Expenses Reserve. The Issuer Trustee may mix the Extraordinary Expenses Reserve with other assets of the PUMA Trust.

(d) (Payments for Extraordinary Expenses): On each Monthly Payment Date, the Manager must apply the Extraordinary Expenses Reserve towards paying any Extraordinary Expenses incurred by the PUMA Trust during the Collection Period preceding the Monthly Payment Date and must not apply such amount for any other purpose. Any payments under this Clause 5.5(d) must be made before any application of Available Income Amount under Clause 5.1 on that Monthly Payment Date.

5.6 Defaulted Amount Insufficiency

If on a Determination Date, the Manager determines that on the following Monthly Payment Date there will be insufficient Available Income Amount to be allocated in full against the Defaulted Amounts (if any) in respect of that Collection Period (the deficiency being the Defaulted Amount Insufficiency) then the following will occur:

(a) (Charge-Off first against Class B2 Notes): the Defaulted Amount Insufficiency will first be charged-off on that Monthly Payment Date against the Stated Amount of the Class B2 Notes (pari passu and rateably amongst the Class B2 Notes based on their Stated Amounts on that Determination Date) until the Stated Amount of the Class B2 Notes is reduced to zero;

(b) (Charge-Off then against Class B1 Notes and the Class B1-R Notes): if any Defaulted Amount Insufficiency remains after the application of Clause 5.7(a) (such amount for the purposes of this Clause 5.7, the Defaulted Amount Insufficiency Balance), the Defaulted Amount Insufficiency Balance will then be charged-off on that Monthly Payment Date pari passu and rateably:

(i) against the Stated Amount of the Class B1 Notes (if any) (pari passu and rateably amongst the Class B1 Notes based on their Stated Amounts on that Determination Date) until the Stated Amount of the Class B1 Notes is reduced to zero; and

(ii) against the Stated Amount of the Class B1-R Notes (if any) (pari passu and rateably amongst the Class B1-R Notes based on their Stated Amounts on that Determination Date) until the Stated Amount of the Class B1-R Notes is reduced to zero; and

(c) (Charge-Off then against Class A Notes and the Class A-R Notes): if the Defaulted Amount Insufficiency Balance is greater than zero after the application of Clause 5.7(b), the remaining Defaulted Amount Insufficiency Balance will then be charged-off on that Monthly Payment Date pari passu and rateably:

(i) against the Stated Amount of the Class A Notes (if any) (pari passu and rateably amongst the Class A Notes based on their Stated Amounts on that Determination Date) until the Stated Amount of the Class A Notes is reduced to zero; and

(ii) against the Stated Amount of the Class A-R Notes (if any) (pari passu and rateably amongst the Class A-R Notes based on their Stated Amounts on that Determination Date) until the Stated Amount of the Class A-R Notes is reduced to zero.

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The Manager will promptly notify the Issuer Trustee in writing of all reductions in the Stated Amounts as a result of any Charge-Offs it has made to such Stated Amounts pursuant to this Clause 5.6.

5.7 Reimbursement of Charge-Offs

If part of the Available Income Amount for a Collection Period is allocated pursuant to Clauses 5.1(j), (k) and (l) on a Monthly Payment Date, the effect of this will be to:

(a) (Class A Notes and Class A-R Notes): first, pari passu and rateably increase:

(i) the Stated Amount of the Class A Notes (if any) on that Monthly Payment Date, pari passu and rateably amongst the Class A Notes based on their Stated Amounts, by the amount of such allocation until all Charge-Offs in respect of the Class A Notes remaining unreimbursed from all prior Monthly Payment Dates are reduced to zero; and

(ii) the Stated Amount of the Class A-R Notes (if any) on that Monthly Payment Date, pari passu and rateably amongst the Class A-R Notes based on their Stated Amounts, by the amount of such allocation until all Charge-Offs in respect of the Class A-R Notes remaining unreimbursed from all prior Monthly Payment Dates are reduced to zero;

(b) (Class B1 Notes and Class B1-R Notes): second, pari passu and rateably increase:

(i) the Stated Amount of the Class B1 Notes (if any) on that Monthly Payment Date, pari passu and rateably amongst the Class B1 Notes based on their Stated Amounts, by the amount of such allocation remaining after the application of Clause 5.7(a) until all Charge-Offs in respect of the Class B1 Notes remaining unreimbursed from all prior Monthly Payment Dates are reduced to zero; and

(ii) the Stated Amount of the Class B1-R Notes (if any) on that Monthly Payment Date, pari passu and rateably amongst the Class B1-R Notes based on their Stated Amounts, by the amount of such allocation remaining after the application of Clause 5.7(a) until all Charge-Offs in respect of the Class B1-R Notes remaining unreimbursed from all prior Monthly Payment Dates are reduced to zero; and

(c) (Class B2 Notes): third, increase the Stated Amount of the Class B2 Notes on that Monthly Payment Date, pari passu and rateably amongst the Class B2 Notes based on their Stated Amounts, by the amount of such allocation remaining after the application of Clauses 5.7(a) and (b) until all Charge-Offs in respect of the Class B2 Notes remaining unreimbursed from all prior Monthly Payment Dates are reduced to zero.

Such an increase in the Stated Amount of the Notes is to be regarded as a reimbursement for the purposes of this Sub-Fund Notice to the extent of the allocation, notwithstanding that no actual payment may be made.

5.8 Prepayment Amounts

The Issuer Trustee must deal with any Prepayment Amounts, and any interest and other income earned by the Issuer Trustee on any Prepayment Amounts, in accordance with the Transaction Document pursuant to which that Prepayment Amount was paid to, or lodged with, the Issuer Trustee.

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5.9 Payments of accrued interest to Disposing Fund

(a) (Determination): Provided that the Issuer Trustee did not pay an Adjustment Advance on the Closing Date, the Manager will determine the amount of interest which accrued in respect of each Approved Mortgage acquired by and transferred to the PUMA Trust on the Closing Date during the period from (and including) the last date on which interest was debited to the corresponding account for each such Approved Mortgage up until (but excluding) the Closing Date (the Accrued Interest Adjustment) and notify the Issuer Trustee of such determination.

(b) (Payment): The Issuer Trustee will, in accordance with the instructions of the Manager, pay the Accrued Interest Adjustment to the Disposing Fund on any date determined by the Manager.

6. INCOME AND DISTRIBUTIONS FOR THE PUMA TRUST

6.1 Allocation of Income for the PUMA Trust

(a) (Determination of Net Trust Income): The Manager must calculate the Net Trust Income for the PUMA Trust for each Financial Year (being an amount not less than A$10) and for the purpose of those calculations:

(i) the Manager may determine whether any receipt, profit, gain, payment, loss, outgoing, provision or reserve or any sum of money or investment in a Financial Year is or is not to be treated as being on income or capital account of the PUMA Trust (including treating the transfer of amounts from the capital of the PUMA Trust as income of the PUMA Trust for any purpose) and whether and the extent to which any provisions and reserves need to be made for the Financial Year;

(ii) if no determination is made by the Manager under Clause 6.1(a)(i) by the end of the Financial Year, or within such further period as would result in such determination being effective as at the end of the Financial Year, an item is to be taken into account in calculating the Net Trust Income if it would be taken into account in calculating the Net Tax Income; and

(iii) the Manager must act or direct that the Issuer Trustee takes such action as is necessary in each case to ensure (to the extent possible) that any tax liability in respect of the PUMA Trust in respect of a Financial Year under Division 6 of Part III of the Tax Act is borne by the Income Unitholders of the PUMA Trust, pari passu and rateably, and not by the Issuer Trustee.

(b) (Entitlement): In each Financial Year the Income Unitholders, pari passu and rateably, will have an absolute vested interest in, and will be presently entitled to, the Net Trust Income of the PUMA Trust, notwithstanding the fact that such amount is not paid by the Issuer Trustee to the Income Unitholders during that Financial Year pursuant to Clause 5.1. Any such amount not paid to the Income Unitholders during a Financial Year will be an amount payable by the Issuer Trustee to the Income Unitholders that will be satisfied only from Income Unit Amounts otherwise payable to the Income Unitholders in accordance with Clause 5.1(q) on the Monthly Payment Dates following the close of the Financial Year.

(c) (Final Distributions): If in the last Financial Year of the PUMA Trust, there is an amount payable by the Issuer Trustee in accordance with Clause 6.1(b) in respect of the previous Financial Year that has not been satisfied from the Income Unit Amounts otherwise payable to the Income Unitholders in accordance with Clause 5.1 on the Monthly Payment Dates in the last Financial Year, the shortfall, plus any such amount for the last Financial Year, will

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be satisfied in full from, and only by, the payment of the excess funds (if any) by the Issuer Trustee to the Income Unitholders pursuant to Clause 5.1.

(d) (Trust Deed): Clauses 14.8, 14.9 and 14.10 of the Trust Deed do not apply to the PUMA Trust.

6.2 Income Unit Amounts

(a) (Deposit with the Income Unitholders): A payment to an Income Unitholder of an Income Unit Amount pursuant to Clause 5.1 with respect to a Monthly Payment Date will be held by the Income Unitholder as a deposit by the Issuer Trustee with the Income Unitholder and will be dealt with in accordance with this Clause 6.2.

(b) (Application towards Net Trust Income): At the end of each Financial Year, the Income Unitholder will, and will be entitled to, deduct and retain for its own benefit from so much of the deposit standing to the credit of the Issuer Trustee pursuant to Clause 6.2(a) the amount of Net Trust Income of the PUMA Trust in which the Income Unitholder has an absolute vested interest, and to which the Income Unitholder is presently entitled, for that Financial Year pursuant to Clause 6.1.

To the extent that there is any surplus in the amount so deposited with the Income Unitholder over the aggregate of the amount deducted and retained by the Income Unitholder pursuant to Clause 6.2(b) in a Financial Year, the surplus will be held and dealt with by the Income Unitholder in accordance with this Clause 6.2 in the succeeding Financial Year, subject to any prior application of Clause 6.2(b) with respect to additional amounts held by the Income Unitholder as deposits by the Issuer Trustee in that succeeding Financial Year.

6.3 Financial Year

The definition of "Financial Year" in the Trust Deed is deleted in its entirety and replaced with the following:

"Financial Year" means in relation to a Sub-Fund a period of 12 months beginning on 1 July, unless the Sub-Fund is a member of a consolidated group within the meaning of section 703-5 of the Tax Act, in which case Financial Year means the same period as the 'income year' of the head company of the tax consolidated group for the purposes of the Tax Act, provided in either case that:

(a) the first Financial Year of the Sub-Fund is the period commencing on the date of the constitution of the Sub-Fund and ending on the next succeeding 30 June or the last day of the then current period which is the income year of the head company of the tax consolidated group for the purposes of the Tax Act; and

(b) the last Financial Year of the Sub-Fund is the period to the date of termination of the Sub-Fund from the immediately preceding 1 July or the commencement of the then current period which is the income year of the head company of the tax consolidated group for the purposes of the Tax Act.

7. ACQUISITION AND DISPOSAL OF APPROVED MORTGAGES

7.1 Manager’s Representations and Warranties

As at the Closing Date, the Manager represents and warrants to the Issuer Trustee in respect of each Approved Mortgage and its related Loan and Collateral Securities that:

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(a) at the time that the Issuer Trustee entered into the Approved Mortgage and its related Loan and Collateral Securities, the Approved Mortgage and its related Loan and Collateral Securities complied in all material respects with all applicable laws (including National Consumer Credit Protection Laws);

(b) all consents required in relation to the transfer of the Approved Mortgage and its related Loan and Collateral Securities have been obtained and those Approved Mortgages and related Loans and Collateral Securities are transferable;

(c) each Approved Mortgage and its related Loan and Collateral Securities is valid, binding and enforceable, subject to principles of equity and the laws concerning insolvency, bankruptcy, liquidation, administration or reorganisation or other laws generally affecting creditors' rights or duties;

(d) at the time that the Issuer Trustee entered into the Approved Mortgage and its related Loan and Collateral Securities, the Approved Mortgage and its related Loan and Collateral Securities were originated in accordance with the Manager’s standard procedures in relation to origination;

(e) Perpetual Limited is the sole legal and, in its capacity as trustee of the relevant Selling Fund, beneficial owner of the Approved Mortgages and related Loans and Collateral Securities and, to its knowledge, those Approved Mortgages and related Loans and Collateral Securities are owned by Perpetual Limited free and clear of any Security Interest (other than any Security Interest arising solely as the result of any action taken by Perpetual Limited);

(f) it is not aware of any fraud, dishonesty, material misrepresentation or negligence in connection with the selection and offer to the Issuer Trustee of each Approved Mortgage and its related Loan and Collateral Securities;

(g) each of the relevant documents relating to the Approved Mortgages and related Loans and Collateral Securities (other than the Insurance Policies in respect of Land) which are required to be stamped with stamp duty have been duly stamped;

(h) as far as it is aware, Perpetual Limited holds all documents in respect of the Approved Mortgages and related Loans and Collateral Securities that are reasonably necessary to enforce its rights under the Approved Mortgages and related Loan and Collateral Securities;

(i) the Loan relating to the Approved Mortgage is an Eligible Mortgage Loan as at the Closing Date;

(j) except in respect of the Loan relating to an Approved Mortgage which is subject to a fixed rate of interest (or a rate of interest which can be converted into a fixed rate of interest or a fixed margin relative to a benchmark) and except as may be provided by applicable laws (including the Consumer Credit Code and NCCP, as applicable), any Binding Provision or any Competent Authority or as may be provided in the corresponding documents relating to that Loan and Approved Mortgage, the interest rate payable on the Loan is not subject to any limitation and no consent, additional memoranda or other writing is required from the relevant borrower to give effect to a change in the interest rate payable on the Loan and, subject to the foregoing, any change in the interest rate may be set at the sole discretion of the Issuer Trustee (at the direction of the Manager) and is effective no later than when notice is given to the borrower in accordance with the terms of the relevant Loan; and

(k) the Manager is a Licensee as at the Closing Date.

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7.2 Issuer Trustee need not test warranties

The Issuer Trustee is under no obligation to test the truth of any Representation and Warranty and is entitled to accept them conclusively at all times (unless it is actually aware of any breach).

7.3 Manager or Issuer Trustee becomes aware of incorrect Representations and Warranties

If the Manager or the Issuer Trustee becomes actually aware that a Representation and Warranty was materially breached or materially incorrect when given in respect of an Approved Mortgage or its related Loan or Collateral Securities transferred to the Issuer Trustee in accordance with clause 6B of the Trust Deed, it must give notice to the other party to this document accompanied by sufficient details to identify the relevant Approved Mortgage and related Loan and Collateral Securities and the reason the representation or warranty was materially breached or materially incorrect, within five Business Days of the Manager or the Issuer Trustee (as the case may be) becoming so actually aware. None of the Manager nor the Issuer Trustee are under any ongoing obligation whatsoever to conduct any investigation in any manner whatsoever to determine if a Representation and Warranty is breached or incorrect when given in respect of an Approved Mortgage or related Loan and Collateral Securities.

7.4 Remedy of defaults

If, with respect to any Approved Mortgage or its related Loan or Collateral Securities:

(a) any Representation and Warranty is materially breached or materially incorrect when given; and

(b) the Manager or the Issuer Trustee gives a notice to the other party pursuant to Clause 7.3,

that breach must be remedied to the satisfaction of the Issuer Trustee within five Business Days of the giving of that notice.

7.5 Another Fund to purchase Loan

(a) If, in relation to an Approved Mortgage and its related Loan and Collateral Securities during its Prescribed Period, any breach referred to in a notice pursuant to Clause 7.3 is not remedied within the period specified in Clause 7.4, then the Manager must procure another Fund to pay to the Issuer Trustee, an amount equal to the sum of:

(i) the principal balance outstanding in respect of the relevant Approved Mortgage (as at the date of delivery of the relevant notice in accordance with Clause 7.3); and

(ii) the arrears of interest and any accrued interest (as at the date of delivery of the relevant notice pursuant to Clause 7.3).

On receipt of such payment by the Issuer Trustee, the relevant Approved Mortgage and related Loan and Collateral Securities will be treated as having been repaid in full and automatically by virtue of this Sub-Fund Notice, and without the necessity for any further act or instrument or other thing to be done or brought into existence, the Issuer Trustee's entire right, title and interest in that Approved Mortgage and related Loan and Collateral Securities will be transferred to that other Fund with immediate effect.

(b) However, the Issuer Trustee is entitled to retain for the PUMA Trust all Collections received by the Issuer Trustee in respect of the relevant Approved Mortgage from the Closing Date to the date of delivery of the relevant notice in accordance with Clause 7.3.

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7.6 Limitation on rights of the Issuer Trustee during Prescribed Period

(a) The performance by the Manager of its obligations under Clause 7.5 is the sole remedy available to the Issuer Trustee in respect of a Representation and Warranty being incorrect when given by the Manager in respect of an Approved Mortgage during the Prescribed Period. The Issuer Trustee expressly acknowledges and agrees that during the Prescribed Period, other than pursuant to Clause 7.5, it has no other remedy against the Manager in respect of any Representation and Warranty being incorrect when given.

(b) Other than the rights of the Issuer Trustee pursuant to Clause 7.5, the Manager has no liability for any loss or damage caused to the Issuer Trustee, any Secured Creditor (as defined in the Security Trust Deed) or any other person in respect of any Representation and Warranty being incorrect when given.

7.7 Manager's liability for damages After Prescribed Period

(a) The Manager indemnifies the Issuer Trustee (whether for its own account or for the account of the Noteholders) against any costs (including legal costs charged at the usual commercial rates of the relevant legal services provider), damages or loss arising from any representation or warranty being incorrect when made by the Manager pursuant to Clause 7.1 in relation to an Approved Mortgage and its related Loan and Collateral Securities forming part of the assets of the PUMA Trust and which is discovered by the Issuer Trustee after the Prescribed Period. The amount of such costs, damages or loss is to be agreed between the Issuer Trustee and the Manager. Failing such agreement the amount is to be the amount determined by external auditors appointed by the Manager to audit the PUMA Trust. The amount of such costs, damages or loss, whether agreed or determined by the external auditors appointed by the Manager to audit the PUMA Trust, must not exceed the principal balance outstanding in respect of the Approved Mortgage and any accrued but unpaid interest and any outstanding fees in respect of the Approved Mortgage calculated at the time of agreement between the Issuer Trustee and the Manager or determined by the external auditors appointed to audit the PUMA Trust, as the case may be.

(b) The Manager must, within two Business Days of agreement or determination (as the case may be) pursuant to paragraph (a), pay the relevant sum to the Issuer Trustee.

7.8 Limitation on rights of the Issuer Trustee after Prescribed Period

The Issuer Trustee agrees and acknowledges that the Issuer Trustee's sole remedy against the Manager for breach of any representation or warranty given under Clause 7.1 of which the Issuer Trustee has actual notice after the Prescribed Period is pursuant to Clause 7.7.

7.9 Discharge of obligations

The compliance by the Manager with its obligations under Clauses 7.4, 7.5 or 7.7 (as the case may be) will discharge all obligations of the Manager with respect to any breach of any Representation and Warranty.

7.10 Transfer of Risk

The Issuer Trustee acknowledges that upon acceptance by the Issuer Trustee of a Transfer Proposal the Issuer Trustee will, subject to and in accordance with the Transactions Documents, assume the risk of losses with respect to the Approved Mortgages relating to that Transfer Proposal arising from any default by a Mortgagor or otherwise and that, without limiting the foregoing, if cashflows relating to an Approved Mortgage are re-scheduled or renegotiated, the Issuer Trustee will be subject to the re-scheduled or re-negotiated terms.

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7.11 Sale of Approved Mortgages

The Issuer Trustee, upon the direction of the Manager, may sell to another Fund, pursuant to clause 6B of the Trust Deed, an Approved Mortgage, together with all Loans, Collateral Securities and other rights and entitlements relating thereto:

(a) (Conversion to or extension of fixed rate): if a borrower in respect of that Approved Mortgage requests to:

(i) convert from a floating rate of interest applying to that Approved Mortgage and related Loan to a fixed rate of interest; or

(ii) extend the period for which a fixed rate applies to that Approved Mortgage and related Loan,

which the Manager cannot agree to while that Approved Mortgage and Loan is held in the PUMA Trust pursuant to Clause 4.7(a) or 4.7(b);

(b) (Senior Further Advances): if a borrower in respect of that Approved Mortgage requests a Senior Further Advance in relation to that Approved Mortgage and related Loan and the Manager wishes to agree to that request; and/or

(c) (Other requests): if a borrower in respect of that Approved Mortgage and related Loan requests a variation to the terms of that Approved Mortgage and Loan (including any request following an offer by the Manager) which the Manager cannot agree to while that Approved Mortgage and Loan is held by the PUMA Trust.

7.12 No acquisition of Approved Mortgages after the Closing Date

Notwithstanding any other provision to the contrary in any Transaction Document, the Manager must not direct the Issuer Trustee to, and the Issuer Trustee must not, acquire any Approved Mortgage (including in substitution or replacement for any Approved Mortgage) after the Closing Date.

7.13 No obligation

Nothing in this Clause 7 is to be construed as requiring the Manager to direct the Issuer Trustee to sell Approved Mortgages and the Manager may elect to so direct or not direct the Issuer Trustee in its absolute discretion.

8. REDRAWS AND FURTHER ADVANCES

8.1 Redraws

The Issuer Trustee, upon the direction of the Manager, may at any time fund Redraws in respect of the Approved Mortgages held by the Issuer Trustee, by applying:

(a) (Monthly Payment Date): on a Monthly Payment Date, the funds available for this purpose in accordance with Clause 5.2(b);

(b) (Principal Collections and the Liquidity Reserve): on a day other than a Monthly Payment Date, Collections on that day provided that:

(i) the aggregate amount of Collections, other than the Liquidity Reserve, so applied on that day must not exceed the then Principal Collections;

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(ii) the Manager is of the opinion that the funds applied will not be required to be applied on the following Monthly Payment Date to the liabilities referred to in Clauses 5.1(b) to (f) (inclusive); and

(iii) following such application the Liquidity Reserve will not be less than the then Required Liquidity Reserve;

(c) (Redraw Facility): on any day, Redraw Facility Advances.

8.2 Subordinate Further Advances

The Issuer Trustee, upon the direction of the Manager, may:

(a) (Subordinate Further Advances): at any time, make Subordinate Further Advances in respect of Approved Mortgages held by the Issuer Trustee; or

(b) (Approved Mortgages): on the Closing Date, acquire Approved Mortgages which have a Subordinate Further Advance Amount at that time,

provided that Subordinate Further Advances under either of paragraphs (a) or (b) must only be made from the application of Redraw Facility Advances.

8.3 Senior Further Advances

The Manager must not direct the Issuer Trustee to fund any Senior Further Advances in respect of any Approved Mortgages held by the Issuer Trustee as trustee of the PUMA Trust.

8.4 No obligation

Nothing in this Clause 8 is to be construed as requiring the Manager to direct the Issuer Trustee to make Redraws or Further Advances, including Subordinate Further Advances, and the Manager may elect to so direct or not direct the Issuer Trustee in its absolute discretion.

9. TRANSFER POWER OVER APPROVED MORTGAGES

9.1 Nature of Transfer Power

Pursuant to clause 6B of the Trust Deed, the Issuer Trustee has the power (a Transfer Power) to transfer all, but not some only, of the Approved Mortgages held by it as trustee of the PUMA Trust, together with all Loans, Collateral Securities and other rights and entitlements relating thereto (the Mortgage Loan Rights), to one or more other Funds (whether presently existing or constituted in the future) upon the terms set out under this Clause 9.

9.2 Transfer Power

The Issuer Trustee must exercise the Transfer Power if the Manager directs the Issuer Trustee to do so in a written notice received by the Issuer Trustee:

(a) (Enforcement of Security Trust Deed): within 30 days of the Security Trustee appointing (or the Secured Creditors as contemplated by clause 8.2 of the Security Trust Deed appointing) a Receiver over any Secured Property, or taking possession of any Secured Property, pursuant to the Security Trust Deed (expressions used in this Clause have the same meanings as in the Security Trust Deed); or

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(b) (Optional redemption of Notes): following a direction by the Manager to the Issuer Trustee to redeem the Notes given in accordance with Clause 4.3(c) if and only if following the exercise of the Transfer Power the Issuer Trustee will have sufficient funds to redeem the Notes in accordance with Clause 4.3(c).

9.3 Benefit of Transfer Power for more than one Fund

The Manager may, in the notice referred to in Clause 9.2, specify one or more Funds to which the Mortgage Loan Rights are to be transferred (each such Fund being a Purchasing Fund) provided that if there is more than one Purchasing Fund it must also specify the particular Mortgage Loan Rights to be transferred to each such Purchasing Fund.

9.4 Time of transfer

The notice referred to in Clause 9.2 must specify a date for the transfer of the Mortgage Loan Rights (referred to in this Clause as the Transfer Date) which:

(a) (Enforcement of Security Trust Deed): in the case of Clause 9.2(a), must be no later than 75 days after the occurrence of the event referred to in Clause 9.2(a); and

(b) (Optional redemption of Notes): in the case of Clause 9.2(b), must be no later than the Monthly Payment Date upon which the Notes are to be redeemed.

9.5 Transfer and payment

If the Issuer Trustee receives a notice from the Manager in accordance, and complying, with this Clause, then the Issuer Trustee must on the applicable Transfer Date complete the transfer of the Mortgage Loan Rights from the PUMA Trust to the relevant Purchasing Fund or Purchasing Funds, as the case may be, in accordance with the procedures and on the terms set out in clause 6B of the Trust Deed. For the purposes of clause 6B of the Trust Deed, the PUMA Trust will be the Selling Fund and each Purchasing Fund will be an Acquiring Fund.

10. ISSUER TRUSTEE'S LIMITED LIABILITY

10.1 Limitation on Issuer Trustee's Liability

The Issuer Trustee enters into this Sub-Fund Notice only in its capacity as trustee of the PUMA Trust and in no other capacity. A liability incurred by the Issuer Trustee acting in its capacity as trustee of the PUMA Trust arising under or in connection with this Sub-Fund Notice is limited to and can be enforced against the Issuer Trustee only to the extent to which it can be satisfied out of assets of the PUMA Trust out of which the Issuer Trustee is actually indemnified for the liability. This limitation of the Issuer Trustee's liability applies despite any other provision of this Sub-Fund Notice (other than Clause 10.3) and extends to all liabilities and obligations of the Issuer Trustee in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this Sub-Fund Notice.

10.2 Claims against Issuer Trustee

The parties other than the Issuer Trustee may not sue the Issuer Trustee in respect of liabilities incurred by the Issuer Trustee acting in its capacity as trustee of the PUMA Trust in any capacity other than as trustee of the PUMA Trust, including seeking the appointment of a receiver, (except in relation to assets of the PUMA Trust) a liquidator, an administrator, or any similar person to the Issuer Trustee or prove in any liquidation, administration or arrangements of or affecting the Issuer Trustee (except in relation to the assets of the PUMA Trust).

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10.3 Breach of Issuer Trustee

The provisions of this Clause 10 will not apply to any obligation or liability of the Issuer Trustee to the extent that it is not satisfied because under the Trust Deed, this Sub-Fund Notice or any other Transaction Document or by operation of law there is a reduction in the extent of the Issuer Trustee's indemnification out of the assets of the PUMA Trust as a result of the Issuer Trustee's fraud, negligence or wilful default.

10.4 Acts or omissions

It is acknowledged that the Relevant Parties are responsible under the Transaction Documents for performing a variety of obligations relating to the PUMA Trust. No act or omission of the Issuer Trustee (including any related failure to satisfy its obligations or any breach of representation or warranty under this Sub-Fund Notice) will be considered fraudulent, negligent or a wilful default for the purpose of Clause 10.3 to the extent to which the act or omission was caused or contributed to by any failure by a Relevant Party or any other person appointed by the Issuer Trustee under any Transaction Document (other than a person whose acts or omissions the Issuer Trustee is liable for in accordance with any Transaction Document) to fulfil its obligations relating to the PUMA Trust or by any other act or omission of any other such person.

10.5 No Authority

No attorney, agent, receiver or receiver and manager appointed in accordance with this Sub-Fund Notice has authority to act on behalf of the Issuer Trustee in a way which exposes the Issuer Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Issuer Trustee for the purposes of Clause 10.3.

10.6 No Obligation

The Issuer Trustee is not obliged to enter into any commitment or obligation under this Sub-Fund Notice, or any Transaction Document (including incur any further liability) unless the Issuer Trustee's liability is limited in a manner which is consistent with this Clause 10 or otherwise in a manner satisfactory to the Issuer Trustee in its absolute discretion.

11. PPS ACT

(a) (Security interests enforceable): If the Manager determines that a Transaction Document (or a transaction in connection with it) is or contains a security interest for the purposes of the PPS Act, the Manager must, and must direct the Issuer Trustee or the Security Trustee (as the case may be) to, do anything (such as obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the Manager considers necessary for the purposes of:

(i) ensuring that the security interest is enforceable, perfected and otherwise effective; or

(ii) enabling the Issuer Trustee or the Security Trustee (as applicable) to apply for any registration, give any notification, or take any other step, in connection with the security interest under the PPS Act so that the security interest has:

(A) where the security interest was registered on an existing public register prior to the registration commencement time, the priority it had prior to the registration commencement time; or

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(B) where the security interest was not registered on an existing public register prior to the registration commencement time, the best priority possible having regard to the nature of the security interest and the transactions contemplated under the Transaction Documents; or

(iii) enabling the Issuer Trustee or the Security Trustee (as the case may be) to exercise rights in connection with the security interest.

(b) (Review Transaction Documents): The Manager must review the Transaction Documents to determine if the Transaction Documents (or a transaction in connection with them) is or contains a security interest for the purposes of the PPS Act and whether any such security interest has been, or should be, perfected under the PPS Act.

(c) (Comply with directions): Each of the Issuer Trustee and the Security Trustee agree to comply with any reasonable directions given to them by the Manager pursuant to Clause 11(a), provided that:

(i) such directions contain sufficient detail as to the action required of the Issuer Trustee or Security Trustee (or both);

(ii) in the event that such directions are not sufficiently detailed to enable the Issuer Trustee or Security Trustee (or both) to comply, the Issuer Trustee or Security Trustee (or both) are not required to take any action other than to inform the Manager that this is the case and specify the reason the Issuer Trustee or the Security Trustee (or both) is unable to comply;

(iii) all costs and expenses incurred by the Issuer Trustee or Security Trustee (or both) (including time in attendance) shall be expenses of the PUMA Trust; and

(iv) in the absence of any such directions, neither the Issuer Trustee nor the Security Trustee are required to take any action with respect to the PPS Act.

(d) (Issuer Trustee and Security Trustee not liable): Notwithstanding any other provision of this Deed or any Transaction Document, neither the Issuer Trustee nor the Security Trustee:

(i) without prejudice to the Issuer Trustee's and the Security Trustee's obligations under Clause 11(c), is responsible for ensuring that the PPS Act is complied with in relation to the PUMA Trust and the Security Trust (as defined in the Security Trust Deed) or for ensuring the accuracy, completeness or effectiveness (as the case may be) of any registration, perfection or priority of any security interest; nor

(ii) shall be liable to any person for any loss arising in relation to the PUMA Trust and the Security Trust (as defined in the Security Trust Deed) in connection with the PPS Act, the new PPS Act register, any defect in registration or loss of priority in connection therewith, acting on the directions of the Manager in accordance with Clause 11(c) or any failure of the Manager to comply with its obligations in Clause 11(a) (except to the extent that such loss is a direct result of the Issuer Trustee's or the Security Trustee's (as the case may be) fraud, negligence or wilful default).

(e) (Fraud, negligence or wilful default): The parties acknowledge that, neither the Issuer Trustee nor the Security Trustee will be fraudulent, negligent or in wilful default for the purposes of Clause 11(d)(ii), if the Issuer Trustee or the Security Trustee:

(i) acts on the direction of the Manager under this Clause 11; or

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(ii) fails to take any action in relation to the PPS Act and security interests where it has not been directed to do so by the Manager (other than a failure to inform the Manager in the manner provided in Clause 11(c)(ii)).

(f) (No PPS Act notice required unless mandatory): A secured party in respect of a security interest referred to in this Clause 11 need not give the relevant grantor any notice under the PPS Act (including a notice of a verification statement) unless the notice is required by the PPS Act and cannot be excluded.

(g) (Interpretation): In this Clause 11:

(i) PPS Act means the Personal Property Securities Act 2009 (Cth) and any regulations made thereunder; and

(ii) unless defined in this Sub-Fund Notice, terms used in this Clause 11 have the meaning given to them in the PPS Act.

12. CONSUMER CREDIT LEGISLATION

12.1 Breach of Consumer Credit Legislation

Where the Issuer Trustee is held liable for breaches under the Consumer Credit Code or the National Consumer Credit Protection Laws, the Issuer Trustee must seek relief initially under any indemnities provided to it by the Manager before exercising its rights to recover against any assets of the PUMA Trust. If any claim under such an indemnity is not satisfied within three Business Days of it being made, the Issuer Trustee is entitled to exercise its right of indemnity out of the assets of the PUMA Trust.

12.2 Right of Indemnity - Consumer Credit Legislation

(a) Without prejudice to the right of indemnity given by law to trustees, and without limiting any other provision of this document, the Issuer Trustee will be indemnified out of the PUMA Trust, free of any set-off or counterclaim, against all Penalty Payments which the Issuer Trustee is required to pay personally or in its capacity as trustee of the PUMA Trust and arising in connection with the performance of its duties or exercise of its powers under the Transaction Documents in relation to the PUMA Trust.

(b) The Issuer Trustee's right to be indemnified in accordance with Clause 12.2(a) applies notwithstanding any allegation that the Issuer Trustee incurred such Penalty Payment as a result of its negligence, fraud or wilful default or any other act or omission of any person which may otherwise disentitle the Issuer Trustee to be so indemnified. However, the Issuer Trustee is not entitled to that right of indemnity to the extent that there is a determination by a relevant court of negligence, fraud or wilful default by the Issuer Trustee (provided that, until such determination, the Issuer Trustee is entitled to that right of indemnity but must, upon such determination, repay to the PUMA Trust any amount paid to it under this Clause 12.2). The Issuer Trustee may rely on others in relation to compliance with the Consumer Credit Code and the National Consumer Credit Protection Laws.

(c) The Manager indemnifies the Issuer Trustee in relation to the PUMA Trust, free of any set-off or counterclaim, against all Penalty Payments which the Issuer Trustee is required to pay personally or in its capacity as trustee of the PUMA Trust and arising in connection with the performance of its duties or exercise of its powers under the Transaction Documents in relation to the PUMA Trust to the extent that they arise as the result of a default by the Manager (whether or not waived by the Issuer Trustee) or any other failure of the Manager to comply with its obligations under the Transaction Documents in relation to the PUMA

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Trust. The Manager may rely on others in relation to compliance with the Consumer Credit Code and the National Consumer Credit Protection Laws.

(d) The Issuer Trustee will call upon the indemnity under Clause 12.2(c) before it calls upon the indemnity in Clause 12.2(a). If any such claim is not satisfied within three Business Days of the claim being made, the Issuer Trustee may (without prejudice to its rights under any indemnity under Clause 12.2(c)) exercise its right of indemnity referred to in Clause 12.2(a).

12.3 Issuer Trustee undertaking

The Issuer Trustee agrees to:

(a) ensure that at all times to the extent required under the NCCP it:

(i) is (in its personal capacity) a Registered Person or a Licensee with appropriate NCCP authorisation;

(ii) otherwise has the benefit of an exemption from the requirement to be a Registered Person or Licensee for the purposes of the NCCP with appropriate NCCP authorisation; or

(iii) is otherwise authorised for the purposes of the NCCP,

to engage in all credit activities (as defined in the NCCP) that it is required to perform in complying with its obligations under the Transaction Documents; and

(b) if the Issuer Trustee is relying on the exemption under Regulation 23B or 23C of the NCCP Regulations (Securitisation Exemption) for the purpose of its compliance with Clause 12.3(a):

(i) ensure that at all times it continues to be:

(A) a member (in its personal capacity) of an external dispute resolution scheme approved under and in accordance with section 11 of the NCCP and Regulation 10(3) of the NCCP Regulations; and

(B) not an inappropriate person (as defined in the NCCP Regulations); and

(ii) not do anything where it has knowledge that the doing of that thing will result in the PUMA Trust ceasing to be a securitisation entity (as defined in Schedule 3 of the NCCP Regulations) provided that nothing in this Clause 12.3(b)(ii) limits the obligations of the Issuer Trustee under Clause 12.3(a); and

(iii) notify the Manager if at any time it has knowledge that any undertaking contained in Clause 12.3(a) ceases to be true and correct.

12.4 Manager undertaking

(a) The Manager undertakes to comply with the requirements of the Consumer Credit Code or the National Consumer Credit Protection Laws relating to the PUMA Trust, to perform all relevant obligations and exercise all relevant rights of the Issuer Trustee as a securitisation entity (as defined in Schedule 3 of the NCCP Regulations) under the National Consumer Credit Protection Laws in managing each Loan and Approved Mortgage which is an asset of the PUMA Trust and to ensure that its actions or omissions do not cause the Issuer Trustee to breach the requirements of the National Consumer Credit Protection Laws as it applies in

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connection with the PUMA Trust and to inform the Issuer Trustee of significant issues arising in relation to the application of the Consumer Credit Code or the National Consumer Credit Protection Laws to the PUMA Trust.

(b) The Manager undertakes to ensure that:

(i) to the extent that it is required by the National Consumer Credit Protection Laws to be a Licensee in respect of the PUMA Trust, it remains a Licensee;

(ii) it immediately notifies the Issuer Trustee if it ceases to be a Licensee;

(iii) it has given or will within the time prescribed by law, give notice to Australian Securities and Investments Commission in the prescribed form that it is a party to a servicing agreement and it will notify each other party if it files any amendment to such notice with Australian Securities and Investments Commission; and

(iv) it will not take any steps which would result in the PUMA Trust ceasing to be a securitisation entity (as defined in Schedule 3 of the NCCP Regulations).

(c) For the purpose of this Clause 12.4, the Manager may rely on others in relation to compliance with the Consumer Credit Code and the National Consumer Credit Protection Laws.

12.5 Overrides Trust Deed and Management Deed

(a) (Trust Deed): This Clause 12 overrides any provision of the Trust Deed to the contrary (including clause 20.17 of the Trust Deed to the extent that it relates to CCC Liability of the Issuer Trustee and clauses 20.24 to 20.27 (inclusive) of the Trust Deed).

(b) (Management Deed): This Clause 12 overrides any provision of the Management Deed to the contrary (including clauses 8.4 to 8.12 (inclusive) of the Management Deed).

13. REMARKETING

(a) The Manager may (but is not obliged to) market:

(i) Class A-R Notes to be issued on the Scheduled Maturity Date or on any Monthly Payment Date thereafter (as determined by the Manager and notified by the Manager to the Issuer Trustee, the Class A Note Refinancing Closing Date) with such aggregate Initial Invested Amounts as the Manager determines is required to refinance the Class A Notes, and (if the Manager elects) the Class B1 Notes, outstanding on the Refinancing Closing Date; and

(ii) Class B1-R Notes to be issued on the Scheduled Maturity Date or on any Monthly Payment Date thereafter (as determined by the Manager and notified by the Manager to the Issuer Trustee, the Class B1 Note Refinancing Closing Date) with such aggregate Initial Invested Amounts as the Manager determines is required to refinance the Class B1 Notes outstanding on the Refinancing Closing Date.

The Manager may (in its discretion) determine that the Class A Note Refinancing Closing Date will fall either (i) on the same Monthly Payment Date as the Class B1 Note Refinancing Closing Date or (ii) on a Monthly Payment Date before the Class B1 Note Refinancing Closing Date, however the Class A Note Refinancing Closing Date may not occur after the Class B1 Note Refinancing Closing Date.

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(b) If the Manager is successful in marketing the Class A-R Notes and/or the Class B1-R Notes as contemplated by Clause 13(a), the Manager may (but is not obliged to) direct the Issuer Trustee to issue the relevant Class A-R Notes and/or Class B1-R Notes (as applicable) by providing the Issuer Trustee with the notice contemplated by Clause 3.1(b).

(c) The Manager must direct the Issuer Trustee to apply the proceeds received upon an issue of any Class A-R Notes and any Class B1-R Notes on each Refinancing Closing Date (after payment of all other amounts to be paid by the Issuer Trustee on that Refinancing Closing Date pursuant to Clause 5.1 and 5.2) as follows:

(i) first, to the Class A Noteholders towards repayment of principal of the Class A Notes (together with any accrued but unpaid interest on the Class A Notes up to but excluding the relevant Refinancing Closing Date) on a pari passu and rateable basis until the Invested Amount of the Class A Notes is reduced to zero; and

(ii) second, only if the Manager has exercised its option to require the Issuer Trustee to redeem the Class B1 Notes under Clause 4.3(b), to the Class B1 Noteholders towards repayment of principal of the Class B1 Notes (together with any accrued but unpaid interest on the Class B1 Notes up to but excluding the relevant Refinancing Closing Date) on a pari passu and rateable basis until the Invested Amount of the Class B1 Notes is reduced to zero; and

(iii) finally, the balance, if any, to be retained by the Issuer Trustee as Collections and applied in accordance with the Sub-Fund Notice on the next Monthly Payment Date after that Refinancing Closing Date.

14. MISCELLANEOUS

14.1 Amendments to this Sub-Fund Notice

This Sub-Fund Notice may only be amended in accordance with clause 22 of the Trust Deed.

14.2 Amendments to Transaction Documents

Subject to Clause 14.1, the Issuer Trustee and the Manager may agree to amend or terminate any Transaction Document (other than the Trust Deed, which may only be amended or terminated to the extent that it relates to the PUMA Trust in accordance with its terms) and may enter into new Transaction Documents (without the consent of any Noteholder) provided that the Manager has advised the Issuer Trustee, after providing notice to each Current Rating Authority, that this will not result in a downgrading, qualification or withdrawal of the rating given to the Notes by any Current Rating Authority.

14.3 Collections held by Manager

Notwithstanding any provision to the contrary in the Trust Deed, the Issuer Trustee and the Manager may from time to time agree that some or all of the amounts payable to the Issuer Trustee as trustee of the PUMA Trust will be paid to the Manager or a Related Body Corporate of the Manager, in lieu of the Issuer Trustee, provided that the Manager must ensure that such amounts are paid into an Account or the Combined Account, or are otherwise applied, with the agreement of the Issuer Trustee, towards payments in respect of the PUMA Trust referred to in clauses 12.4(a) to (c) (inclusive) of the Trust Deed, within:

(a) (Two Business Days): two Business Days of their receipt by the Manager or its Related Body Corporate; or

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(b) (Other period): such other period as is agreed between the Issuer Trustee and the Manager provided that the Manager has confirmed to the Issuer Trustee, after consulting each Current Rating Authority, that this will not result in a downgrading, withdrawal or qualification of any rating then assigned by a Current Rating Authority to the Notes.

The Account or the Combined Account must be held by the Issuer Trustee with an Eligible Depository.

14.4 Notices to Investors

If Notes become the subject of a dedicated page of the Reuters System (or other electronic market information system generally used in Australian financial markets), all notifications to holders of Notes under the Trust Deed and this Sub-Fund Notice will be made on that dedicated page (instead of any other method of notice). In the absence of such an arrangement, notification to the holders of Notes under this Sub-Fund Notice may be made in any manner permitted under the Trust Deed.

14.5 Record Date

For the purposes of clause 15.5(b) of the Trust Deed, the Register for the Sub-Fund will be closed by the Issuer Trustee for the purpose of calculating the Noteholder Entitlements in respect of the Notes and Unitholder Entitlements in respect of the Sub-Fund on a Monthly Payment Date from the close of business on the day which is three Business Days prior to that Monthly Payment Date and will reopen at the commencement of business on the Business Day immediately after that date. Payments in respect of any such Noteholder Entitlement or Unitholder Entitlement will be made to the Noteholder or Unitholder recorded in the Register as at the time that the Register is closed in accordance with this Clause.

14.6 Transfer Restrictions

Notwithstanding any provision to the contrary in the Trust Deed, a Noteholder shall not be entitled to transfer any of its Registered Notes unless:

(a) the aggregate consideration payable by each transferee is at least A$500,000 (calculated in accordance with section 708(9) of the Corporations Act 2001 and Regulation 7.1.18 of the Corporations Regulations 2001) (or its equivalent in other currencies, disregarding moneys lent by the offeror or its associates) or the offer to transfer otherwise does not require disclosure to investors in accordance with Part 6D.2 of the Corporations Act 2001;

(b) the transfer is not made to a person who is a retail client (as defined in section 761G of the Corporations Act 2001); and

(c) the transfer does not require any document to be lodged with the Australian Securities and Investments Commission and complies with all applicable laws, regulations and directives.

14.7 Tax Consolidation

(a) The parties acknowledge that the PUMA Trust is a member of a consolidated group of companies and trusts for tax purposes (Consolidated Group), the head company of which is Macquarie Group Limited ABN 94 122 169 279.

(b) The Manager undertakes to use all reasonable endeavours to procure that:

(i) Macquarie Group Limited ABN 94 122 169 279, as head company of the Consolidated Group, will ensure that the tax-related liabilities of the head company of that Consolidated Group listed in section 721-10 of the Tax Act are covered by a

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valid tax sharing agreement (within the meaning of section 721-25 of the Tax Act) (Tax Sharing Agreement) which complies with the requirements set out in Part 3-90 of the Tax Act and any regulations, and is consistent with any guidelines published by the Commissioner of Taxation concerning what is a reasonable allocation of group tax liabilities of a consolidated tax group among certain members of that group, or is otherwise accepted by the Commissioner of Taxation as being such a reasonable allocation;

(ii) it and each member of the Consolidated Group complies with the Tax Sharing Agreement;

(iii) the Tax Sharing Agreement is maintained in full force and effect; and

(iv) a copy of the Tax Sharing Agreement is given to the Australian Taxation Office within the period specified in Section 721-25(3)(b) of the Tax Act, if the Australian Taxation Office gives a notice requiring such a copy.

14.8 Governing Law

This Sub-Fund Notice shall be governed by and construed in accordance with the laws of the State of New South Wales.

14.9 Jurisdiction

(a) Each of the Issuer Trustee and Manager irrevocably submits to and accepts, generally and unconditionally, the non-exclusive jurisdiction of the courts and appellate courts of the State of New South Wales with respect to any legal action or proceedings which may be brought at any time relating in any way to this Sub-Fund Notice.

(b) Each of the Issuer Trustee and Manager irrevocably waives any objection it may now or in the future have to the venue of any such action or proceedings and any claim it may now or in the future have that any such action or proceeding has been brought in an inconvenient forum.

14.10 Counterparts

This Sub-Fund Notice may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

14.11 Anti-money laundering

Each party (the Information Provider) agrees to provide any information and documents reasonably required by any other party (the Information Recipient) to comply with any applicable anti-money laundering or counter-terrorism financing laws including, without limitation, any applicable laws imposing "know your customer" or other identification checks or procedures on the Information Recipient (AML/CTF Laws), but only to the extent that such information is in the possession of, or otherwise readily available to, the Information Provider and subject to any confidentiality, privacy or general trust law obligations owed by the Information Provider to any person in relation to whom the information or documents requested relate and any applicable confidentiality or privacy laws. Each party must take all action required to comply with any AML/CTF Laws applicable to it, to the extent required to comply with its obligations under the Transaction Documents. Any party may decline to perform any obligation under the Transaction Documents to the extent it forms the view, in its reasonable opinion, that notwithstanding that it has taken all action to comply with any applicable AML/CTF Laws, it is required to decline to perform those obligations under any such AML/CTF Laws. To the extent permitted by law, each party and

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the Noteholders release each other party (a Released Party) from any confidentiality, privacy or general trust law obligations that a Released Party would otherwise owe to it and to the extent to which it is able, any applicable confidentiality and privacy laws, to the extent that the existence of these obligations or laws would otherwise prevent a Released Party from providing any information or documents requested in accordance with this Clause or any similar Clause in any other Transaction Document.

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