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SCHEDULE 2
FORM OF NOTE CONDITIONS

                    TERMS AND CONDITIONS OF THE CLASS A NOTES

The following, subject to amendments, are the terms and conditions of the Class
A Notes, substantially as they will appear on the reverse of any Class A Note.
Class A Notes will initially be issued in book entry form. Class A Notes in
definitive form will only be issued in limited circumstances. While the Class A
Notes remain in book entry form, the same terms and conditions govern them,
except to the extent that they are appropriate only to the Class A Notes in
definitive form.

1.          GENERAL

            The issue of the US$1,000,000,000 Class A Mortgage Backed Floating
            Rate Notes due 2034 (the "CLASS A NOTES") by Perpetual Trustees
            Australia Limited, ABN 86 000 431 827, ("PERPETUAL") in its capacity
            as trustee of the PUMA Global Trust No. 3 (the "PUMA TRUST")
            (Perpetual in such capacity, the "ISSUER TRUSTEE") was authorised by
            a resolution of the board of directors of Perpetual Trustee Company
            Limited, ABN 86 001 001 007 (as delegate of Perpetual) passed on [ ]
            2003.

            The Class A Notes: (a) are constituted by a Note Trust Deed (the
            "NOTE TRUST DEED") dated on or prior to [ ] 2003 made between the
            Issuer Trustee, Macquarie Securitisation Limited, ABN 16 003 297
            336, (the "MANAGER") and The Bank of New York, New York Branch (the
            "NOTE TRUSTEE") as trustee for the several persons who are for the
            time being registered holders of the Class A Notes (each a "CLASS A
            NOTEHOLDER" and together the "CLASS A NOTEHOLDERS"); and (b) are
            issued subject to, and with the direct or indirect benefit of,
            amongst other things (i) a Trust Deed (the "TRUST DEED") dated 13
            July 1990 made between the person referred to therein as the Founder
            and Perpetual, as amended from time to time; (ii) a Sub-Fund Notice
            (the "SUB-FUND NOTICE") dated [ ] 2003 from the Manager to the
            Issuer Trustee; (iii) a Security Trust Deed (the "SECURITY TRUST
            DEED") dated [ ] 2003 made between the Issuer Trustee, the Manager,
            the Note Trustee and Perpetual Trustee Company Limited, ABN 86 001
            001 007 (the "SECURITY TRUSTEE"); (iv) the Note Trust Deed; (v)
            these terms and conditions (the "CONDITIONS"); and (vi) the Agency
            Agreement (as defined below).

            Certain provisions of these Conditions (including the definitions
            herein) are summaries of the Transaction Documents (as defined in
            CONDITION 3) and are subject to the detailed provisions of the
            Transaction Documents, a copy of which may be inspected as indicated
            in CONDITION 3.

            Payments of interest and principal, and the calculation of certain
            amounts and rates, under these Conditions in respect of the Class A
            Notes will be made pursuant to an Agency Agreement (the "AGENCY
            AGREEMENT") dated on or prior to [ ] 2003 made between the Issuer
            Trustee, the Note Trustee, the Manager, The Bank of New York, New
            York Branch, as the initial principal paying agent (the "PRINCIPAL
            PAYING AGENT") (together with any other paying agent appointed from
            time to time under the Agency Agreement, the "PAYING AGENTS"), as
            the initial agent bank (the "AGENT BANK") and as the initial note
            registrar (the "NOTE REGISTRAR") and The Bank of New York, London
            Branch as an initial paying agent.

            The Issuer Trustee has entered into an ISDA Master Agreement
            together with a schedule (the "ISDA MASTER AGREEMENT") with Deutsche
            Bank AG, ABN 13 064 165 162 and the Manager. Pursuant to the ISDA
            Master Agreement, Deutsche Bank AG, Frankfurt Head Office (the
            "CURRENCY SWAP PROVIDER") has entered into a currency swap
            transaction relating to the Class A Notes with the Issuer Trustee
            and the Manager (the "CURRENCY SWAP").

            "US$" and "US DOLLARS" means the lawful currency for the time being
            of the United States of America and "A$" means the lawful currency
            for the time being of the Commonwealth of Australia.

2.          DEFINITIONS AND INTERPRETATION

2.1         INCORPORATED DEFINITIONS AND OTHER PROVISIONS

            Where in these Conditions 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, to that other Transaction Document or to that
            provision (as the case may be) will be of no effect for the purposes
            of these Conditions unless and until the amendment: (a) if it does
            not effect a Payment Modification (as

                                                                              i.
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            defined in CONDITION 10.3) in relation to the Class A Notes is
            either: (i) if the Note Trustee is of the opinion that the amendment
            will not be materially prejudicial to the interests of the Class A
            Noteholders, consented to by the Note Trustee; or (ii) otherwise,
            approved by a Special Majority (as defined in CONDITION 10.3) of the
            Class A Noteholders under the Note Trust Deed; or (b) if the
            amendment does effect a Payment Modification (as defined in
            CONDITION 10.3) in relation to the Class A Notes, is consented to by
            each Class A Noteholder.

2.2         INTERPRETATION

            In these Conditions, unless the context otherwise requires: (a) a
            reference to a party includes that party's executors,
            administrators, successors, substitutes and assigns, including any
            person replacing that party by way of novation; (b) a reference to
            any regulation or to any section or provision thereof includes any
            statutory modification or re-enactment or any statutory provision
            substituted therefor and all ordinances, by-laws, regulations and
            other statutory instruments issued thereunder; (c) subject to
            CONDITION 2.1, a reference to any document or agreement is a
            reference to such document or agreement as amended, varied,
            supplemented or replaced from time to time; (d) words importing the
            singular include the plural (and vice versa); (e) words denoting a
            given gender include all other genders; and (f) headings are for
            convenience only and do not affect the interpretation of these
            Conditions.

2.3         CALCULATIONS

            Except as expressly provided otherwise in these Conditions, all
            calculations in a given currency under these Conditions will be
            rounded to the nearest cent in that currency and all other
            calculations and percentages determined hereunder will be rounded to
            the nearest 4 decimal places.

3.          CLASS A NOTEHOLDERS BOUND

            The Class A Noteholders are bound by, and are deemed to have notice
            of, all the provisions of the Transaction Documents. A copy of each
            Transaction Document is available for inspection upon reasonable
            prior notice and during normal business hours on New York business
            days at the New York office, and on London business days at the
            London office, for the time being of the Note Trustee (which are, at
            the date of these Conditions, 101 Barclay Street, 21W, New York, New
            York, 10286 and One Canada Square, 48th Floor, London E14 5AL,
            United Kingdom, respectively).

            "TRANSACTION DOCUMENTS" means the Trust Deed in so far as it relates
            to the PUMA Trust, the Sub-Fund Notice, the ISDA Master Agreement,
            the Currency Swap, each master agreement under which Interest Rate
            Swaps are entered into by the Issuer Trustee and any relevant swap
            confirmations entered into under any such master agreement, the
            Redraw Facility Agreement, the Security Trust Deed, the Underwriting
            Agreement, the Note Trust Deed, these Conditions, the Agency
            Agreement and any other document which is agreed by the Manager and
            the Issuer Trustee to be a Transaction Document in relation to the
            PUMA Trust.

            "INTEREST RATE SWAP" has the same meaning as in the Security Trust
            Deed and "REDRAW FACILITY AGREEMENT" and "UNDERWRITING AGREEMENT"
            have the same respective meanings as in the Sub-Fund Notice.

4.          FORM, DENOMINATION AND TITLE OF AND TO, AND THE ISSUE OF DEFINITIVE,
            CLASS A NOTES

4.1         FORM AND DENOMINATION

            The Class A Notes will be issued in registered form, without
            interest coupons, in minimum denominations of US$100,000 or integral
            multiples thereof. The initial principal amount of each Class A Note
            (the "ORIGINAL PRINCIPAL BALANCE" in relation to that Class A Note)
            will be stated on its face.

4.2         TITLE

            Title to the Class A Notes will only be shown on, and will only pass
            by registration in, the register (the "NOTE Register") maintained by
            the Note Registrar in accordance with the Agency Agreement. Class A
            Notes may be transferred, or may be exchanged for other Class A
            Notes in any authorised denominations and a like Principal Balance
            (as defined in CONDITION 6.4), upon the surrender of the Class A
            Notes to be transferred or exchanged duly endorsed with or
            accompanied by a written instrument of transfer and exchange duly
            executed (with such execution guaranteed by an eligible guarantor
            institution) and the provision of such other documents as the Note
            Registrar may reasonably

                                                                             ii.
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            require, to a specified office of the Note Registrar (as set out at
            the end of these Conditions or otherwise notified to Class A
            Noteholders) subject to and in accordance with the Agency Agreement.
            No service charge may be made for any transfer or exchange, but the
            Note Registrar may require payment by the Class A Noteholder of a
            sum sufficient to cover any tax or other governmental charge that
            may be imposed in connection with any transfer or exchange of Class
            A Notes. The Note Registrar need not register transfers or exchanges
            of Class A Notes for a period of 30 days preceding the due date for
            any payment with respect to the Class A Notes or for a period, not
            exceeding 30 days, specified by the Note Trustee prior to any
            meeting, which includes Class A Noteholders, under the Trust Deed or
            the Security Trust Deed. The Issuer Trustee, the Note Trustee, the
            Manager, the Agent Bank and each Paying Agent may accept the
            correctness of the Note Register and any information provided to it
            by the Note Registrar and is not required to enquire into its
            authenticity. None of the Issuer Trustee, the Note Trustee, the
            Manager, the Agent Bank, any Paying Agent or the Note Registrar is
            liable for any mistake in the Note Register or in any purported copy
            except to the extent that the mistake is attributable to its own
            fraud, negligence or wilful default.

5.          STATUS, SECURITY AND RELATIONSHIP BETWEEN THE CLASS A NOTES, THE A$
            REDRAW NOTES AND THE A$ CLASS B NOTES

5.1         STATUS OF THE NOTES

            The A$ Redraw Notes (as defined in CONDITION 5.5) and the A$ Class B
            Notes (as defined in CONDITION 5.6) (together with the A$ Redraw
            Notes, the "A$ NOTES") and the Class A Notes (together with the A$
            Notes, the "NOTES") are direct, secured (as described in CONDITION
            5.2) limited recourse (as described in CONDITION 5.3) obligations of
            the Issuer Trustee.

5.2         SECURITY

            The obligations of the Issuer Trustee under the Notes are (amongst
            the other payment obligations of the Issuer Trustee comprising the
            Secured Moneys (as defined below)) secured, pursuant to the Security
            Trust Deed, in favour of the Security Trustee as trustee for the
            Secured Creditors (as defined below), by a floating charge (the
            "CHARGE") over all of the assets and property, real and personal
            (including choses in action and other rights), tangible and
            intangible, present or future, of the PUMA Trust (the "CHARGED
            PROPERTY"). The Charged Property includes certain housing loans, and
            related mortgages, originated by Perpetual Trustees Australia
            Limited under the Trust Deed. The Charge is a first ranking
            security, subject only to the Prior Interest in the Charged
            Property.

            "NOTEHOLDERS" means the Class A Noteholders (as defined in the Note
            Trust Deed) and the A$ Redraw Noteholders and A$ Class B Noteholders
            (each as defined in the Sub-Fund Notice).

            "PRINCIPAL BALANCE" in relation to a Class A Note is defined in
            CONDITION 6.4 and in relation to an A$ Note means A$100,000 less the
            aggregate of all amounts previously paid in relation to that A$ Note
            on account of principal pursuant to clause 5.1 or 5.5 of the
            Sub-Fund Notice.

            "PRIOR INTEREST" means the lien over, and right of indemnification
            from, the Charged Property held by the Issuer Trustee under, and
            calculated in accordance with, the Trust Deed for the fees, costs,
            charges and expenses incurred by or payable to the Issuer Trustee
            (in its capacity as trustee of the PUMA Trust) in accordance with
            the Trust Deed and the Sub-Fund Notice (other than the Secured
            Moneys and the Subordinated Fee Amount) which are unpaid or paid by
            the Issuer Trustee but not reimbursed to the Issuer Trustee from the
            assets of the PUMA Trust.

            "SECURED CREDITORS" means the Note Trustee (in its personal capacity
            and as trustee of the Note Trust established under the Note Trust
            Deed), each Agent, each Noteholder, each Interest Rate Swap Provider
            (as defined in the Security Trust Deed), the Currency Swap Provider
            (as defined in the Sub-Fund Notice), the Redraw Facility Provider
            (as defined in the Sub-Fund Notice) and any other Stand-by
            Arrangement Provider (as defined in the Security Trust Deed).

            "SECURED MONEYS" means, without double counting, the aggregate of
            all moneys owing to the Security Trustee or to a Secured Creditor
            under any of the Transaction Documents provided that the Secured
            Moneys do not include any fees or value added tax payable to the
            Note Trustee or an Agent referred to in clause 12.7 of the Note
            Trust Deed or clause 12.6 of the Agency Agreement.

            "SUBORDINATED FEE AMOUNT" has the same meaning as in the Security
            Trust Deed.

                                                                            iii.
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5.3         LIMITED RECOURSE

            The liability of the Issuer Trustee to make interest and principal
            payments on the Class A Notes is limited, except in certain
            circumstances described in CONDITION 12, to the assets and property
            of the PUMA Trust available for this purpose in accordance with, and
            subject to the order of priority of payments in, the Sub-Fund Notice
            (prior to enforcement of the Charge) or the Security Trust Deed
            (following enforcement of the Charge).

            The net proceeds of realisation of the assets and property of the
            PUMA Trust (including following enforcement of the Charge) may be
            insufficient to pay all amounts due to the Class A Noteholders and
            any other amounts ranking in priority to or equally with amounts due
            to the Class A Noteholders. Except in the limited circumstances
            described in CONDITION 12, the assets of Perpetual held in its
            personal capacity will not be available for payment of any shortfall
            arising and all claims in respect of such shortfall will be
            extinguished. The assets of Perpetual held in its capacity as
            trustee of any other trust (including any other fund established
            pursuant to the Trust Deed) will not in any circumstances be
            available to pay any amounts due to Class A Noteholders.

            None of the Manager, the Note Trustee, the Security Trustee, any
            Agent, the Currency Swap Provider, the Redraw Facility Provider, any
            other Stand-by Arrangement Provider, the Unitholders or the
            Underwriters (as defined in the Underwriting Agreement), amongst
            others, has any obligation to any Class A Noteholder for payment of
            any amount owed by the Issuer Trustee in respect of the Class A
            Notes.

5.4         NO PREFERENCE

            The Class A Notes rank equally and rateably and without any
            preference or priority among themselves.

5.5         ISSUE OF A$ REDRAW NOTES

            Under the Sub-Fund Notice, the Issuer Trustee is entitled to issue
            certain debt securities ("A$ REDRAW NOTES") from time to time at the
            direction of the Manager. The Manager must not direct the Issuer
            Trustee to issue A$ Redraw Notes unless the Manager has received
            written confirmation from each Current Rating Authority that this
            will not result in a downgrading, withdrawal or qualification of any
            rating assigned by them to the Notes.

5.6         ISSUE OF A$ CLASS B NOTES

            Under the Sub-Fund Notice, the Issuer Trustee is entitled to issue
            certain debt securities ("A$ CLASS B NOTES") from time to time at
            the direction of the Manager. The Manager must not direct the Issuer
            Trustee to issue A$ Class B Notes after [ ], 2003 (the "CLOSING
            DATE") unless the Manager has received written confirmation from
            each Current Rating Authority that this will not result in a
            downgrading, withdrawal or qualification of any rating assigned by
            them to the Notes.

5.7         RANKING OF INTEREST PAYMENTS OF NOTES PRIOR TO ENFORCEMENT

            Prior to the enforcement of the Charge, under the Sub-Fund Notice
            the payment of the relevant A$ amount by the Issuer Trustee to the
            Currency Swap Provider which in turn will be applied under the
            Currency Swap to meet the payment of interest on the Class A Notes
            as explained in CONDITION 6.9, will rank equally and rateably with
            the payment of interest on the A$ Redraw Notes and will rank ahead
            of the payment of interest on the A$ Class B Notes.

5.8         RANKING OF PRINCIPAL PAYMENTS OF NOTES PRIOR TO ENFORCEMENT

            Prior to the enforcement of the Charge, under the Sub-Fund Notice:

            (a)         the repayment of principal on the A$ Redraw Notes will
                        rank ahead of the payment of the relevant A$ amounts by
                        the Issuer Trustee to the Currency Swap Provider which
                        in turn will be applied under the Currency Swap to meet
                        the repayment of principal on the Class A Notes as
                        explained in CONDITION 7.2 (and will rank ahead of
                        repayment of principal on the A$ Class B Notes); and

            (b)         the payment of the relevant A$ amounts by the Issuer
                        Trustee to the Currency Swap Provider which in turn will
                        be applied under the Currency Swap to meet the repayment
                        of

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                        principal on the Class A Notes will rank ahead of, only
                        to the extent and in the circumstances set out in the
                        Sub-Fund Notice, the repayment of principal on the A$
                        Class B Notes.

5.9         RANKING OF NOTES FOLLOWING ENFORCEMENT

            Following the enforcement of the Charge, under the Security Trust
            Deed the payment of amounts owing in relation to the Class A Notes
            will rank rateably with the payment of amounts owing in respect of
            the A$ Redraw Notes, and ahead of amounts owing in respect of the A$
            Class B Notes.

            However, for the purposes of determining distributions to, and
            allocations between, the Class A Noteholders and other Secured
            Creditors, amounts owing in respect of the Class A Notes will be
            converted into A$ in accordance with the Security Trust Deed.

            The Security Trust Deed contains provisions requiring the Security
            Trustee, subject to other provisions of the Security Trust Deed, to
            give priority to the interests of the Class A Noteholders and the A$
            Redraw Noteholders if there is a conflict between the interests of
            the Class A Noteholders and the A$ Redraw Noteholders (on the one
            hand) and any other Secured Creditor, including the A$ Class B
            Noteholders (on the other hand). In determining the interests of the
            Class A Noteholders, the Security Trustee may rely on a
            determination of the Note Trustee.

5.10        THE NOTES RANK EQUALLY EXCEPT AS PROVIDED IN THE TRANSACTION
            DOCUMENTS

            The Notes enjoy the same rights, entitlements, benefits and
            restrictions except as expressly provided in the Transaction
            Documents.

6.          INTEREST

6.1         PERIOD OF ACCRUAL

            Each Class A Note accrues interest from (and including) the Closing
            Date and ceases to accrue interest on (but excluding) the earliest
            of:

            (a)         the date on which the Principal Balance of the Class A
                        Note is reduced to zero and all accrued but previously
                        unpaid interest, is paid in full;

            (b)         the date on which the Class A Note is redeemed or repaid
                        in full in accordance with Condition 7 (other than
                        Condition 7.6) unless, upon presentation, payment is
                        improperly withheld or refused in which case the Class A
                        Note will continue to bear interest in accordance with
                        this Condition 6 (both before and after judgment) until
                        (but excluding) whichever is the earlier of:

                        (i)         the day on which all sums due in respect of
                                    the Class A Note up to that day are received
                                    by or on behalf of the Class A Noteholder;
                                    and

                        (ii)        the seventh day after notice is given to the
                                    Class A Noteholder (either in accordance
                                    with CONDITION 11.1 or individually) that,
                                    where required by CONDITION 8.2, upon
                                    presentation thereof being duly made, such
                                    payment will be made, provided that upon
                                    such presentation payment is in fact made;
                                    and

            (c)         the date on which the Class A Note is deemed to be
                        redeemed in accordance with Condition 7.6.

6.2         ACCRUAL PERIODS

            The period that a Class A Note accrues interest in accordance with
            CONDITION 6.1 is divided into periods (each an "ACCRUAL PERIOD").
            The first Accrual Period for a Class A Note commences on (and
            includes) the Closing Date and ends on (but does not include) the
            first Quarterly Payment Date thereafter. Each succeeding Accrual
            Period for a Class A Note commences on (and includes) a Quarterly
            Payment Date and ends on (but does not include) the next Quarterly
            Payment Date. The final Accrual Period for a Class A Note ends on
            (but does not include) the date on which interest ceases to accrue
            on the Class A Note pursuant to CONDITION 6.1.

                                                                              v.
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            "QUARTERLY PAYMENT DATE" means 8 May 2003 and each following 8
            August, 8 November, 8 February and 8 May of each year until the
            Final Maturity Date (as defined in CONDITION 7.1) and the Final
            Maturity Date provided that where any of these dates is not a
            Business Day the Quarterly Payment Date will be the next following
            Business Day.

            "BUSINESS DAY" means any day on which banks are open for business in
            Sydney, New York City and London other than a Saturday, a Sunday or
            a public holiday in Sydney, New York City or London.

6.3         INTEREST RATE FOR THE CLASS A NOTES

            The rate of interest ("INTEREST RATE") payable from time to time in
            respect of a Class A Note and an Accrual Period is the aggregate of
            USD-LIBOR-BBA for that Accrual Period plus the Issue Margin (as
            hereinafter defined) in relation to the Class A Note.

            "USD-LIBOR-BBA" for an Accrual Period will be calculated by the
            Agent Bank in accordance with paragraphs (a), (b) and (c), as
            applicable, below.

            (a)         on the second London/New York Business Day before the
                        beginning of the Accrual Period (a "RATE SET DATE") the
                        Agent Bank will determine the rate "USD-LIBOR-BBA", as
                        the applicable Floating Rate Option under the 2000 ISDA
                        Definitions of the International Swaps and Derivatives
                        Association, Inc. (the "ISDA DEFINITIONS"), as modified
                        herein, being the rate applicable to any Accrual Period
                        for three month deposits in US dollars in the London
                        inter bank market which appears on the Rate Page as of
                        11.00am, (London time) on the Rate Set Date;

            (b)         if such rate does not appear on the Rate Page on the
                        relevant Rate Set Date, the USD-LIBOR-BBA for that
                        Accrual Period will be determined as if the Issuer
                        Trustee and the Agent Bank had specified "USD-LIBOR-
                        Reference Banks", as modified herein, as the applicable
                        Floating Rate Option under the ISDA Definitions. For
                        this purpose "USD-LIBOR-Reference Banks" means that the
                        rate for an Accrual Period will be determined on the
                        basis of the rates at which deposits in US dollars are
                        offered by the Reference Banks (being four major banks
                        in the London interbank market determined by the Agent
                        Bank) at approximately 11.00am, London time, on the Rate
                        Set Date to prime banks in the London interbank market
                        for a period of three months commencing on the first day
                        of the Accrual Period and in a Representative Amount (as
                        defined in the ISDA Definitions). The Agent Bank will
                        request the principal London office of each of the
                        Reference Banks to provide a quotation of its rate. If
                        at least two such quotations are provided, the
                        USD-LIBOR-BBA for that Accrual Period will be the
                        arithmetic mean of the quotations. If fewer than two
                        quotations are provided as requested, the USD-LIBOR-BBA
                        for that Accrual Period will be the arithmetic mean of
                        the rates quoted by not less than two major banks in New
                        York City, selected by the Agent Bank, at approximately
                        11.00am, New York City time, on that Rate Set Date for
                        loans in US dollars to leading European banks for a
                        period of three months commencing on the first day of
                        the Accrual Period and in a Representative Amount. If no
                        such rates are available in New York City, then the
                        USD-LIBOR-BBA for such Accrual Period will be the most
                        recently determined rate in accordance with paragraph
                        (a); and

            (c)         if the first quarterly Accrual Period is less than or
                        greater than three months, USD-LIBOR-BBA for that first
                        quarterly Accrual Period will be the rate determined by
                        Linear Interpolation (as defined in the ISDA
                        Definitions) calculated in accordance with paragraph (a)
                        or, if applicable, paragraph (b), above, in each case
                        with reference to two rates one of which will be based
                        upon deposits for a period of time for which such rate
                        is available next shorter than the length of the first
                        Accrual Period and the other of which will be based upon
                        deposits for a period of time for which such rate is
                        available next longer than the length of the first
                        Accrual Period.

            "LONDON/NEW YORK BUSINESS DAY" means any day on which banks are open
            for business in London and New York City, other than a Saturday, a
            Sunday or a public holiday in London or New York City.

            "RATE PAGE" means Telerate Page 3750 or, if Telerate Page 3750
            ceases to quote the relevant rate, such other page, section or part
            of Telerate as quotes the relevant rate and is selected by the Agent
            Bank or, if there is no such page, section or part of such other
            page, section or part of a different screen information service as
            quotes the relevant rate selected by the Agent Bank and approved by
            the Note Trustee.

                                                                             vi.
<PAGE>

            "ISSUE MARGIN" means in relation to a Class A Note:

            (a)         for the period from, and including, the Closing Date to,
                        but excluding, the Call Date (as defined in CONDITION
                        7.3), [ ]% per annum; and

            (b)         for the period from, and including, the Call Date to,
                        but excluding, the date on which that Class A Note
                        ceases to accrue interest in accordance with CONDITION
                        6.1, [ ]% per annum.

            There is no maximum or minimum Interest Rate for the Class A Notes.

6.4         CALCULATION OF INTEREST ON THE CLASS A NOTES

            Interest on each Class A Note for an Accrual Period (the "INTEREST
            AMOUNT") is calculated by applying the Interest Rate for that Class
            A Note for that Accrual Period to the Principal Balance of that
            Class A Note on the first day of the Accrual Period (after taking
            into account any reductions in the Principal Balance of that Class A
            Note on that day), by then multiplying such product by the actual
            number of days in the Accrual Period divided by 360 and rounding the
            resultant figure down to the nearest cent.

            "PRINCIPAL BALANCE" in relation to a Class A Note means the Original
            Principal Balance of that Class A Note less the aggregate of all
            amounts previously paid in relation to that Class A Note on account
            of principal pursuant to CONDITION 7.2(C).

6.5         DETERMINATION OF INTEREST RATE AND INTEREST AMOUNT

            The Agent Bank will, as soon as practicable after 11.00am (London
            time or, if applicable, New York City time) on each Rate Set Date,
            determine the Interest Rate in relation to the Class A Notes, and
            calculate the Interest Amount, for the immediately succeeding
            Accrual Period in accordance with, respectively, CONDITIONS 6.3 and
            6.4. The determination of the Interest Rate, and the calculation of
            the Interest Amount, by the Agent Bank in accordance with,
            respectively, CONDITIONS 6.3 AND 6.4 will (in the absence of
            manifest error, wilful default or bad faith) be final and binding
            upon all parties.

6.6         NOTIFICATION AND PUBLICATION OF INTEREST RATE AND INTEREST AMOUNT

            The Agent Bank will cause the Interest Rate and the Interest Amount
            for each Accrual Period, and the date of the next Quarterly Payment
            Date, to be notified to the Issuer Trustee, the Manager, the Note
            Trustee, the Currency Swap Provider and the Paying Agents on or as
            soon as practical after the Agent Bank has determined the Interest
            Rate and calculated the Interest Amount and will cause the same to
            be published in accordance with CONDITION 11.2 as soon as practical
            after that notification. The Interest Amount and the Quarterly
            Payment Date may subsequently be amended (or appropriate alternative
            arrangements made by way of adjustment) without notice in the event
            of an extension or shortening of the Accrual Period. If following
            the occurrence of an Event of Default (as defined in CONDITION 9.1),
            the Security Trustee declares in accordance with the Security Trust
            Deed that the Class A Notes are immediately due and payable, the
            Interest Amount and the Interest Rate in respect of the Class A
            Notes will nevertheless continue to be calculated by the Agent Bank
            in accordance with this Condition, but no publication of the
            Interest Amount or the Interest Rate so calculated or the Quarterly
            Payment Dates needs to be made unless, in the case of the Interest
            Amount or the Interest Rate, the Note Trustee otherwise requires.

6.7         DETERMINATION OR CALCULATION BY THE NOTE TRUSTEE

            If the Agent Bank for any reason does not determine by close of
            business on the relevant Rate Set Date the Interest Rate in respect
            of the Class A Notes, or calculate the Interest Amount, in
            accordance with this CONDITION 6, the Note Trustee will do so and
            each such determination or calculation by the Note Trustee will be
            as if made by the Agent Bank. In doing so, the Note Trustee will
            apply the foregoing provisions of this CONDITION 6, with any
            necessary consequential amendments, to the extent that it can and in
            all other respects it will do so in such a manner as it considers to
            be fair and reasonable in all the circumstances.

                                                                            vii.
<PAGE>

6.8         AGENT BANK

            The Issuer Trustee will procure that, for so long as any of the
            Class A Notes remain outstanding, there will at all times be an
            Agent Bank. The Issuer Trustee, at the direction of the Manager, may
            with the prior written approval of the Note Trustee, terminate the
            appointment of the Agent Bank immediately on the occurrence of
            certain events specified in the Agency Agreement in relation thereto
            or, otherwise, by giving not less than 60 days' notice in writing
            to, amongst others, the Agent Bank. Notice of that termination will
            be given by the Issuer Trustee to the Class A Noteholders in
            accordance with CONDITION 11.1. If any person is unable or unwilling
            to continue to act as the Agent Bank, or if the appointment of the
            Agent Bank is terminated, the Issuer Trustee, at the direction of
            the Manager, will appoint a successor Agent Bank to act as such in
            its place, provided that neither the resignation nor removal of the
            Agent Bank will take effect until a successor approved by the Note
            Trustee has been appointed and notice of the appointment of the
            successor has been given by the Issuer Trustee to the Class A
            Noteholders in accordance with CONDITION 11.1. The initial Agent
            Bank and its specified office are set out at the end of these
            Conditions.

6.9         PAYMENT OF THE INTEREST AMOUNT

            The Interest Amount for each Accrual Period in relation to a Class A
            Note is payable in arrears in US$ on the Quarterly Payment Date
            which is the day on which the Accrual Period ends. On each Quarterly
            Payment Date prior to the enforcement of the Charge, the Issuer
            Trustee must:

            (a)         to the extent that there are funds available for this
                        purpose in accordance with the Sub-Fund Notice pay, in
                        accordance with the directions of the Manager, the A$
                        Class A Interest Amount and any Unpaid A$ Class A
                        Interest Amount in relation to that Quarterly Payment
                        Date to the Currency Swap Provider in accordance with
                        the Currency Swap;

            (b)         direct the Currency Swap Provider (which direction may
                        be contained in the Currency Swap) to pay the Class A
                        Interest Payment on each Quarterly Payment Date to the
                        Principal Paying Agent in accordance with the Agency
                        Agreement; and

            (c)         direct the Principal Paying Agent (which direction may
                        be contained in the Agency Agreement) to pay the Class A
                        Interest Payment received by it from the Currency Swap
                        Provider on a Quarterly Payment Date rateably amongst
                        the Class A Notes towards the Interest Amount in
                        relation to each Class A Note in relation to the Accrual
                        Period ending on that Quarterly Payment Date and any
                        then Unpaid Interest Amount (as defined in CONDITION
                        6.10) in relation to each Class A Note, based on those
                        Interest Amounts and Unpaid Interest Amounts, in
                        accordance with, and subject to, these Conditions and
                        the Agency Agreement.

            "A$ CLASS A INTEREST AMOUNT" and "UNPAID A$ CLASS A INTEREST AMOUNT"
            have the same respective meanings as in the Sub-Fund Notice. "CLASS
            A INTEREST PAYMENT" has the same meaning as in the Currency Swap.

6.10        INTEREST ON UNPAID INTEREST AMOUNTS

            If interest is not paid in respect of a Class A Note on the date
            when due and payable, that unpaid interest will itself bear interest
            at the Interest Rate in relation to that Class A Note applicable
            from time to time until (but excluding the date of payment) the
            unpaid interest, and interest on it, is paid in accordance with
            CONDITION 6.9 (the unpaid interest and interest on that unpaid
            interest, in relation to a Class A Note, is an "UNPAID INTEREST
            AMOUNT").

7.          REDEMPTION OF THE CLASS A NOTES

7.1         FINAL REDEMPTION OF THE CLASS A NOTES

            Unless previously redeemed (or deemed to be redeemed) in full, the
            Issuer Trustee will redeem the Class A Notes at their then Principal
            Balance, together with all then accrued but unpaid interest, on the
            Quarterly Payment Date occurring in August 2034 (the "FINAL MATURITY
            DATE").

7.2         PART REDEMPTION OF CLASS A NOTES

            Subject to CONDITIONS 7.3, 7.4 and 7.6, on each Quarterly Payment
            Date prior to the enforcement of the Charge until the Principal
            Balance of the Class A Notes is reduced to zero the Issuer Trustee
            must:

                                                                           viii.
<PAGE>

            (a)         pay, in accordance with the directions of the Manager,
                        the A$ Class A Principal Amount (if any) in relation to
                        that Quarterly Payment Date to the Currency Swap
                        Provider in accordance with the Currency Swap;

            (b)         direct the Currency Swap Provider (which direction may
                        be contained in the Currency Swap) to pay on each
                        Quarterly Payment Date to the Principal Paying Agent in
                        accordance with the Agency Agreement the US$ Equivalent
                        of the amount of the A$ Class A Principal Amount (such
                        US$ Equivalent of the A$ Class A Principal Amount being
                        the "CLASS A PRINCIPAL AMOUNT") received by the Currency
                        Swap Provider from the Issuer Trustee on that Quarterly
                        Payment Date; and

            (c)         direct the Principal Paying Agent (which direction may
                        be contained in the Agency Agreement) to pay the Class A
                        Principal Amount received from the Currency Swap
                        Provider amongst the Class A Notes rateably towards the
                        repayment of the Principal Balances of the Class A Notes
                        in accordance with, and subject to, these Conditions and
                        the Agency Agreement until the Principal Balances of the
                        Class A Notes are reduced to zero. Such a payment of the
                        Principal Balance on a Class A Note will constitute a
                        redemption of the Class A Note in part to the extent of
                        such repayment and, upon such repayment, the obligation
                        of the Issuer Trustee with respect to the Class A Note
                        will be discharged to the extent of such repayment.

            "A$ CLASS A PRINCIPAL AMOUNT" has the same meaning as in the
            Sub-Fund Notice. "US$ EQUIVALENT" has the same meaning as in the
            Currency Swap.

7.3         CALL OPTION

            The Issuer Trustee will, subject to the other provisions of this
            CONDITION 7 and prior to the enforcement of the Charge, when
            directed by the Manager (at the Manager's option), redeem all, but
            not some only, of the Notes at their then Principal Balance,
            together with all accrued but unpaid interest in respect of the
            Notes to (but excluding) the date of redemption, on any Quarterly
            Payment Date falling on or after the earlier of:

            (a)         the Quarterly Payment Date in relation to which the
                        Manager reasonably expects (on a date not more than 60
                        days nor less than 30 days prior to that Quarterly
                        Payment Date) that the aggregate of the then Principal
                        Balances of all the Class A Notes and the US$ Equivalent
                        of the then Principal Balances of all the A$ Class B
                        Notes issued on the Closing Date expressed as a
                        percentage of the aggregate of the Original Principal
                        Balances of all the Class A Notes and the US$ Equivalent
                        of the Original Principal Balances of all the A$ Class B
                        Notes issued on the Closing Date, will be less than or
                        equal to 10%; and

            (b)         the Quarterly Payment Date falling in February 2010 (the
                       "CALL DATE").

            The Manager will not direct the Issuer Trustee to, and the Issuer
            Trustee will not, so redeem the Notes on such a Quarterly Payment
            Date unless the Issuer Trustee is in a position on the Quarterly
            Payment Date to repay in respect of the Notes their then Principal
            Balance, together with all accrued but unpaid interest to (but
            excluding) the date of redemption and to discharge all its
            liabilities in respect of amounts which are required under the
            Security Trust Deed to be paid in priority to or equally with the
            Notes of all classes if the Charge were enforced.

            The Issuer Trustee will give not more than 60 nor less than 30 days'
            notice (which will be irrevocable) of the Quarterly Payment Date on
            which a proposed redemption under this CONDITION 7.3 will occur to
            the Note Trustee, the Principal Paying Agent, the Agent Bank and to
            the Class A Noteholders in accordance with CONDITION 11.1.

            "ORIGINAL PRINCIPAL BALANCE" in relation to an A$ Class B Note has
            the same meaning as in the Sub-Fund Notice.

                                                                             ix.
<PAGE>

7.4         REDEMPTION FOR TAXATION OR OTHER REASONS

            If the Manager satisfies the Issuer Trustee and the Note Trustee
            immediately prior to giving the notice referred to below that by
            virtue of a change in law of the Commonwealth of Australia or any of
            its political subdivisions or any of its authorities or any other
            jurisdiction to which the Issuer Trustee becomes subject (or the
            application or official interpretation thereof) (a "RELEVANT
            JURISDICTION") from that in effect on the Closing Date, either:

            (a)         on the next Quarterly Payment Date the Issuer Trustee
                        will be required to deduct or withhold from any payment
                        of principal or interest in respect of the Class A Notes
                        or any other class of the Notes any amount for or on
                        account of any present or future taxes, duties,
                        assessments or governmental charges of whatever nature
                        imposed, levied, collected, withheld or assessed by a
                        Relevant Jurisdiction; or

            (b)         the total amount payable in respect of interest in
                        relation to any of the Approved Mortgages (as defined in
                        the Trust Deed) which are assets of the PUMA Trust for a
                        Quarterly Period ceases to be receivable (whether or not
                        actually received) by the Issuer Trustee during such
                        Quarterly Period by reason of any present or future
                        taxes, duties, assessments or governmental charges of
                        whatever nature imposed, levied, collected, withheld or
                        assessed by a Relevant Jurisdiction,

            and, in each case, such obligation cannot be avoided by the Issuer
            Trustee taking reasonable measures available to it, the Issuer
            Trustee must, when so directed by the Manager (at the Manager's
            option), redeem all, but not some only, of the Notes on any
            subsequent Quarterly Payment Date at their then Principal Balance,
            subject to the following, together with accrued but unpaid interest
            in respect of the Notes to (but excluding) the date of redemption.
            The Manager will not direct the Issuer Trustee to, and the Issuer
            Trustee will not, so redeem the Notes unless the Issuer Trustee is
            in a position on such Quarterly Payment Date to repay in respect of
            the Notes their then Principal Balance, together with all accrued
            but unpaid interest to (but excluding) the date of redemption and to
            discharge all its liabilities in respect of amounts which are
            required under the Security Trust Deed to be paid in priority to or
            equally with the Notes of all classes if the Charge were enforced.

            The Issuer Trustee will give not more than 60 nor less than 30 days'
            notice (which will be irrevocable) of the Quarterly Payment Date on
            which a proposed redemption under this CONDITION 7.4 will occur to
            the Note Trustee, the Principal Paying Agent, the Note Registrar,
            the Agent Bank and the Class A Noteholders in accordance with
            CONDITION 11.1.

            If an event referred to in paragraph (a) of this CONDITION 7.4
            occurs in respect of only the Class A Notes (and not any other Note)
            and as a result thereof the Issuer Trustee gives notice in
            accordance with this CONDITION 7.4 that it proposes to redeem all of
            the Notes on the Quarterly Payment Date referred to in that notice,
            the Class A Noteholders may by a Special Majority (as defined in
            CONDITION 10.3) in accordance with the Note Trust Deed elect that
            they do not require the Issuer Trustee to redeem the Class A Notes.
            If the Class A Noteholders make such an election they (or the Note
            Trustee on their behalf) must notify the Issuer Trustee and the
            Manager not less than 21 days before the proposed Quarterly Payment
            Date for the redemption of the Class A Notes. Upon receipt of such a
            notice, the Issuer Trustee must not so redeem the Notes.

            In order to assist the Issuer Trustee to fund such a redemption the
            Issuer Trustee has vested in it the power to sell Approved Mortgages
            (as defined in the Trust Deed) to the trustee of any other PUMA
            trust. This power may only be exercised if all Noteholders are paid
            the Principal Balance and all accrued but unpaid interest on their
            Notes.

7.5         CERTIFICATION

            For the purpose of any redemption made under CONDITION 7.3 or 7.4,
            the Issuer Trustee and the Note Trustee may rely on any certificate
            of an Authorised Signatory (as defined in the Trust Deed) of the
            Manager that the Issuer Trustee will be in a position to repay in
            respect of the Notes their then Principal Balance, together with all
            accrued but unpaid interest to (but excluding) the date of
            redemption and to discharge all its liabilities in respect of
            amounts required under the Security Trust Deed to be paid in
            priority to or equally with the Notes if the Charge were enforced.

                                                                              x.
<PAGE>

7.6         REDEMPTION ON FINAL PAYMENT

            Upon a final distribution being made in respect of the Class A Notes
            under the Sub-Fund Notice and these Conditions or clause 13.1 of the
            Security Trust Deed, the Class A Notes will thereupon be deemed to
            be redeemed and discharged in full and any obligation to pay any
            accrued but then unpaid Interest Amount or any Unpaid Interest
            Amount or any then unpaid Principal Balance or other amounts in
            relation to the Class A Notes will be extinguished in full.

7.7         CANCELLATION

            All Class A Notes redeemed in full (or deemed to be redeemed in
            full) pursuant to the above Conditions will be cancelled and may not
            be resold or reissued.

7.8         NO PAYMENT IN EXCESS OF FACE VALUE

            No amount of principal will be repaid in respect of a Class A Note
            in excess of the face value of the Class A Note.

7.9         CALCULATION OF PRINCIPAL AMOUNTS AND OTHER AMOUNTS

            (a)         No later than five Business Days prior to each Quarterly
                        Payment Date, the Manager will determine: (i) the amount
                        of any Class A Principal Amount payable in respect of
                        each Class A Note on the Quarterly Payment Date; (ii)
                        the Principal Balance of each Class A Note as at that
                        Quarterly Payment Date (after deducting any Class A
                        Principal Amounts due to be paid in respect of such
                        Class A Note on that Quarterly Payment Date); (iii) the
                        Note Factor (as defined below) as at that Quarterly
                        Payment Date in relation to the Class A Notes (after
                        deducting any Class A Principal Amounts due to be paid
                        in respect of such Class A Note on that Quarterly
                        Payment Date); and (iv) the amount of the Class A
                        Interest Payment to be made on the Quarterly Payment
                        Date applicable to each Class A Note.

            (b)         The Manager will notify the Issuer Trustee, the Note
                        Trustee, the Principal Paying Agent, the Agent Bank and
                        the Note Registrar as soon as practical (and in any
                        event by not later than five Business Days prior to the
                        Quarterly Payment Date) of each determination of an
                        amount or percentage referred to in CONDITION 7.9(a) and
                        will cause details of each of those determinations to be
                        published in accordance with CONDITION 11.2 as soon as
                        practical after that notification. If no Class A
                        Principal Amount is due to be paid on the Class A Notes
                        on any Quarterly Payment Date the Manager will cause a
                        notice to be given in accordance with CONDITION 11.2 as
                        soon as practicable (and in any event by no later than
                        the relevant Quarterly Payment Date).

            (c)         If the Manager does not at any time for any reason make
                        one or more of the determinations referred to in
                        CONDITION 7.9(a) the Agent Bank (or, failing the Agent
                        Bank, the Note Trustee) must make such determinations in
                        accordance with this Condition (but based on the
                        information in its possession) and each such
                        determination will be deemed to have been made by the
                        Manager.

            "NOTE FACTOR" in relation to a class of Notes at a given time means
            the percentage calculated as follows:

                                        A
                                  NF = ---
                                        B

            where:
            NF =   the Note Factor;

            A  =   the aggregate Principal Balance of that class of Notes at
                   that time; and

            B  =   the aggregate Original Principal Balance of that class of
                   Notes.

                                                                             xi.
<PAGE>

8.          PAYMENTS

8.1         METHOD OF PAYMENT

            Any instalment on account of interest or principal payable on any
            Class A Note which is punctually paid or duly provided for by or on
            behalf of or at the direction of the Issuer Trustee to the Principal
            Paying Agent on the applicable Quarterly Payment Date shall be paid
            to the person in whose name such Class A Note is registered on the
            relevant Record Date (as defined below), by wire transfer in
            immediately available funds to the account designated by such person
            or, if such person so requests in writing, by cheque mailed
            first-class, postage prepaid, to such person's address as it appears
            on the Note Register on such Record Date.

            "RECORD DATE" in relation to a Quarterly Payment Date or any other
            date for any payment to be made in respect of a Class A Note means:

            (a)         if the Class A Note is issued in book entry form, 2
                        Business Days prior to that Quarterly Payment Date or
                        date; and

            (b)         if the Class A Note is issued in definitive form, 30
                        days prior to that Quarterly Payment Date or date.

8.2         SURRENDER ON FINAL PAYMENT

            Prior to a final distribution being made in respect of the Class A
            Notes under the Sub-Fund Notice and these Conditions or clause 13.1
            of the Security Trust Deed the Note Trustee must notify the persons
            in whose names the Class A Notes are registered on the relevant
            Record Date of the date upon which the Note Trustee expects that
            final distribution to be made and specify if that such final
            distribution will be payable only upon surrender of the relevant
            Class A Note to a Paying Agent at its specified office. No such
            final distribution will be made other than upon the surrender of the
            relevant Class A Notes and none of the Issuer Trustee, the Note
            Trustee, the Security Trustee or any Paying Agent will be liable to
            pay any additional amount to any Class A Noteholder as a result of
            any delay in payment due to a Class A Note not having been
            surrendered in accordance with this CONDITION 8.2.

8.3         PAYING AGENTS

            The initial Paying Agents and their respective specified offices are
            set out at the end of these Conditions.

            The Issuer Trustee, at the direction of the Manager, may with the
            prior written approval of the Note Trustee terminate the appointment
            of the Principal Paying Agent and appoint additional or other Paying
            Agents, provided that it will at all times maintain a Paying Agent
            having a specified office in London and New York City. Notice of any
            such termination or appointment and of any change in the office
            through which any Paying Agent will act will be given in accordance
            with CONDITION 11.1.

8.4         TAXATION

            All payments in respect of the Class A 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 any Paying Agent is required by any applicable law
            to make such a withholding or deduction. In that event the Issuer
            Trustee or that Paying Agent (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 any Paying Agent nor the Note Trustee will be
            obliged to make any additional payments in respect of the relevant
            Class A Notes in relation to that withholding or deduction.
            Immediately after becoming aware that such a withholding or
            deduction is or will be required, the Issuer Trustee will notify the
            Note Trustee, the Principal Paying Agent and the Class A Noteholders
            in accordance with CONDITION 11.1, thereof.

                                                                            xii.
<PAGE>

8.5         PRESCRIPTION

            A Class A Note will become void in its entirety unless surrendered
            for payment within a period of 10 years from the Relevant Date in
            respect of any payment thereon the effect of which would be to
            reduce the Principal Balance of that Class A Note to zero. After the
            date on which a Class A Note becomes void in its entirety, no claim
            can be made in respect of it.

            "RELEVANT DATE" in respect of a Class A Note means the date on which
            any payment in respect thereof first becomes due or (if the full
            amount of the moneys payable in respect of the Class A Note due on
            or before that date has not been duly received by the Principal
            Paying Agent or the Note Trustee on or prior to such date) the date
            on which the full amount of such moneys have been so received and
            notice to that effect is duly given to the Class A Noteholders in
            accordance with CONDITION 11.1.

8.6         NOTIFY LATE PAYMENTS

            In the event of the unconditional payment to the Principal Paying
            Agent or the Note Trustee of any sum due in respect of the Class A
            Notes or any of them being made after the due date for payment
            thereof, the Issuer Trustee will forthwith give or procure to be
            given notice to the Class A Noteholders in accordance with CONDITION
            11.1 that such payment has been made.

8.7         ROUNDING OF PAYMENTS

            All payments in respect of the Class A Notes will be rounded down to
            the nearest cent.

9.          ENFORCEMENT FOLLOWING OCCURRENCE OF EVENT OF DEFAULT

9.1         ENFORCEMENT

            The Security Trust Deed provides that at any time after the Security
            Trustee becomes actually aware of the occurrence of an Event of
            Default, the Security Trustee will (subject to the provisions
            described in CONDITION 10.4 and subject to being appropriately
            indemnified), if so directed by an Extraordinary Resolution of the
            Voting Secured Creditors, declare the Notes immediately due and
            payable (in which case, subject to CONDITION 12, the Principal
            Balance of, and all accrued but unpaid interest in relation to, the
            Class A Notes will become immediately due and payable) and enforce
            the Charge.

            Subject to being indemnified in accordance with the Security Trust
            Deed and to the provisions described in CONDITION 9.2, the Security
            Trustee will take all action necessary to give effect to any
            direction in accordance with the foregoing and will comply with all
            such directions.

            "EVENT OF DEFAULT", "EXTRAORDINARY RESOLUTION" and "VOTING SECURED
            CREDITORS" have the same respective meanings as in the Security
            Trust Deed.

9.2         SECURITY TRUSTEE MAY ENFORCE CHARGE WITHOUT DIRECTION

            After the Security Trustee becomes actually aware of the occurrence
            of an Event of Default, provided that it has been indemnified to its
            satisfaction in accordance with the Security Trust Deed, the
            Security Trustee must enforce the Security Trust Deed without an
            Extraordinary Resolution of the Voting Secured Creditors if in its
            opinion, the delay required to obtain the consent of the Voting
            Secured Creditors would be prejudicial to the interests of the
            Secured Creditors as a class.

9.3         PRIORITY OF PAYMENTS FROM PROCEEDS FROM THE ENFORCEMENT OF THE
            CHARGE

            Following the enforcement of the Charge, all moneys received in
            connection with the Security Trust Deed by the Security Trustee or
            by any receiver appointed in relation to the Charged Property
            pursuant to the provisions of the Security Trust Deed are to be
            applied, subject to the Security Trust Deed, in accordance with the
            order of priority contained in the Security Trust Deed.

                                                                           xiii.
<PAGE>

9.4         SECURITY TRUSTEE AND NOTE TRUSTEE NOT LIABLE FOR LOSS ON ENFORCEMENT

            Except in the case of fraud, negligence or wilful default (in the
            case of the Security Trustee) and, subject to the mandatory
            provisions of the Trust Indenture Act, fraud, negligence (except as
            specifically provided in the Trust Indenture Act), wilful default or
            breach of trust (in the case of the Note Trustee), neither the Note
            Trustee nor the Security Trustee is liable for any decline in the
            value, nor any loss realised upon any sale or other disposition made
            under the Security Trust Deed of any Charged Property or any other
            property which is charged to the Security Trustee by any other
            person in respect of or relating to the obligations of the Issuer
            Trustee or any third party in respect of the Issuer Trustee or the
            Class A Notes or relating in any way to the Charged Property.
            Without limitation, neither the Note Trustee nor the Security
            Trustee will be liable for any such decline or loss directly or
            indirectly arising from its acting, or failing to act, as a
            consequence of an opinion reached by it based on advice received by
            it in accordance with the applicable requirements of the Note Trust
            Deed (and the Trust Indenture Act) or the Security Trust Deed, as
            the case may be.

            "TRUST INDENTURE ACT" means the Trust Indenture Act 1939 of the
            United States of America as in force at the date of the Note Trust
            Deed.

9.5         DIRECTIONS FROM CLASS A NOTEHOLDERS TO NOTE TRUSTEE FOLLOWING EVENT
            OF DEFAULT

            If an Event of Default or Potential Event of Default has occurred
            and is known to the Note Trustee, the Note Trustee must: (a) notify
            each Class A Noteholder of the Event of Default or Potential Event
            of Default, as the case may be, within 10 days (or such shorter
            period as may be required by the rules of any stock exchange on
            which the Class A Notes are listed) after becoming aware of the
            Event of Default or Potential Event of Default, provided that except
            in the case of a default in payment of principal or interest on any
            Class A Note, the Note Trustee may withhold such notice if and so
            long as the board of directors, the executive committee or a trust
            committee of its directors and/or its authorised officers under the
            Note Trust Deed in good faith determine that withholding the notice
            is in the interest of Class A Noteholders; (b) if a meeting of
            Voting Secured Creditors is to be held under the Security Trust
            Deed, determine whether it proposes to seek directions from Class A
            Noteholders as to how to vote at that meeting and, if so, whether it
            proposes to instruct the Security Trustee to delay the holding of
            that meeting while it obtains such directions from such Class A
            Noteholders; and (c) vote at any meeting of Voting Secured Creditors
            held under the Security Trust Deed in accordance, where applicable,
            with the directions of the Class A Noteholders (whether or not
            solicited and whether or not all Class A Noteholders have provided
            such directions) and otherwise in its absolute discretion. In acting
            in accordance with the directions of Class A Noteholders the Note
            Trustee must exercise its votes for or against any proposal to be
            put to a meeting of Voting Secured Creditors under the Security
            Trust Deed in the same proportion as that of the aggregate Principal
            Balances of the Class A Notes held by Class A Noteholders who have
            directed the Note Trustee to vote for or against such a proposal.

            If any of the Class A Notes remain outstanding and are due and
            payable otherwise than by reason of a default in payment of any
            amount due on the Class A Notes, the Note Trustee must not vote at a
            meeting of Voting Secured Creditors under the Security Trust Deed,
            or otherwise direct the Security Trustee, to dispose of the Charged
            Property unless: (a) a sufficient amount would be realised to
            discharge in full all amounts owing to the Class A Noteholders in
            respect of the Class A Notes and any other amounts owing by the
            Issuer Trustee to any other person ranking in priority to or with
            the Class A Notes; (b) the Note Trustee is of the opinion, reached
            after considering at any time and from time to time the advice of an
            investment bank or other financial adviser selected by the Note
            Trustee, that the cash flow receivable by the Issuer Trustee (or the
            Security Trustee under the Security Trust Deed) will not (or that
            there is a significant risk that it will not) be sufficient, having
            regard to any other relevant actual, contingent or prospective
            liabilities of the Issuer Trustee, to discharge in full in due
            course all the amounts referred to in paragraph (a); or (c) the Note
            Trustee is so directed by a Special Majority (as defined in
            CONDITION 10.3) of Class A Noteholders.

            Subject to the mandatory provisions of the Trust Indenture Act and
            provisions in the Note Trust Deed relating to the deemed receipt of
            notices, the Note Trustee will only be considered to have knowledge
            or awareness of, or notice of, an Event of Default or Potential
            Event of Default by virtue of the officers of the Note Trustee (or
            any related body corporate of the Note Trustee) which have the day
            to day responsibility for the administration or management of the
            Note Trustee's (or a related body corporate of the Note Trustee's)
            obligations in relation to the PUMA Trust, the trust created under
            the Note Trust Deed or the Note Trust Deed, having actual knowledge,
            actual awareness or actual notice of the occurrence of the events or
            circumstances constituting an Event of Default or Potential Event of
            Default, as the case may be, or grounds or reason to believe that
            such events or circumstances have occurred.

                                                                            xiv.
<PAGE>

            "POTENTIAL EVENT OF DEFAULT" means an event which, with the giving
            of notice or the lapse of time or both, would constitute an Event of
            Default.

9.6         ONLY SECURITY TRUSTEE MAY ENFORCE CHARGE

            Only the Security Trustee may enforce the Charge and neither the
            Note Trustee nor any Class A Noteholder (nor any other Secured
            Creditor) is entitled to proceed directly against the Issuer Trustee
            to enforce the performance of any of the provisions of the Security
            Trust Deed, the Note Trust Deed, the Class A Notes or any other
            applicable Transaction Document, except as provided for in the
            Security Trust Deed, the Note Trust Deed, the Trust Deed and the
            Sub-Fund Notice. The Security Trustee is not required to act in
            relation to the enforcement of the Charge unless its liability is
            limited in a manner reasonably satisfactory to it or, if required by
            the Security Trustee (in its absolute discretion), it is adequately
            indemnified from the Charged Property or the Security Trustee
            receives from the Voting Secured Creditors an indemnity in a form
            reasonably satisfactory to the Security Trustee (which may be by way
            of an Extraordinary Resolution of the Voting Secured Creditors) and
            is put in funds to the extent necessary.

9.7         EXERCISE OF CLASS A NOTEHOLDER RIGHTS BY NOTE TRUSTEE

            The rights, remedies and discretions of the Class A Noteholders
            under the Security Trust Deed including all rights to vote or to
            give an instruction or consent can only be exercised by the Note
            Trustee on behalf of the Class A Noteholders in accordance with the
            Security Trust Deed. The Security Trustee may rely on any
            instructions or directions given to it by the Note Trustee as being
            given on behalf of the Class A Noteholders from time to time and
            need not inquire whether any such instructions or directions are in
            accordance with the Note Trust Deed, whether the Note Trustee or the
            Class A Noteholders from time to time have complied with any
            requirements under the Note Trust Deed or as to the reasonableness
            or otherwise of the Note Trustee.

10.         MEETINGS OF VOTING SECURED CREDITORS, DIRECTIONS OF CLASS A
            NOTEHOLDERS, MODIFICATIONS, CONSENTS, WAIVERS AND INDEMNITIES

10.1        MEETINGS OF VOTING SECURED CREDITORS

            The Security Trust Deed contains provisions for convening meetings
            of the Voting Secured Creditors to, among other things, enable the
            Voting Secured Creditors to direct or consent to the Security
            Trustee taking or not taking certain actions under the Security
            Trust Deed; for example to enable the Voting Secured Creditors,
            following the occurrence of an Event of Default, to direct the
            Security Trustee to declare the Notes immediately due and payable
            and/or to enforce the Charge.

10.2        DIRECTIONS OF CLASS A NOTEHOLDERS

            Under the Note Trust Deed the Note Trustee may seek directions from
            the Class A Noteholders, from time to time including following the
            occurrence of an Event of Default. The Note Trustee will not be
            responsible for acting in good faith upon a direction given, or
            purporting to be given, by Class A Noteholders holding Class A Notes
            with a Principal Balance of greater than 50% of the aggregate
            Principal Balances of all the Class A Notes.

            If the Note Trustee is entitled to vote at any meeting under the
            Trust Deed or the Security Trust Deed on behalf of Class A
            Noteholders, the Note Trustee must vote in accordance with the
            directions of the Class A Noteholders and otherwise in its absolute
            discretion. In acting in accordance with the directions of Class A
            Noteholders the Note Trustee must exercise its votes for or against
            any proposal to be put to a meeting in the same proportion as that
            of the aggregate Principal Balances of the Class A Notes held by
            Class A Noteholders who have directed the Note Trustee to vote for
            or against that proposal.

            For the purposes of seeking any consent, direction or authorisation
            from Class A Noteholders the Note Trustee may by notice to the Class
            A Noteholders specify a date, not earlier than the date of the
            notice, upon which the persons who are the Class A Noteholders and
            the Principal Balance of the Class A Notes held by them will be
            determined based upon the details recorded in the Note Register as
            at 5.00 pm on that date.

                                                                             xv.
<PAGE>

10.3        AMENDMENTS TO NOTE TRUST DEED AND THE CLASS A NOTES

            Pursuant, and subject, to the Note Trust Deed and subject to any
            approval required by law, the Note Trustee, the Manager and the
            Issuer Trustee may together agree, without the consent or sanction
            of any Class A Noteholder, by way of supplemental deed to alter, add
            to or revoke (each a "MODIFICATION") any provision of the Note Trust
            Deed or the Class A Notes (including these Conditions) so long as
            such modification is not a Payment Modification (as defined below)
            and such modification in the opinion of the Note Trustee:

            (a)         is necessary or expedient to comply with the provisions
                        of any statute or regulation or with the requirements of
                        any governmental agency;

            (b)         is made to correct a manifest error or ambiguity or is
                        of a formal, technical or administrative nature only;

            (c)         is appropriate or expedient as a consequence of an
                        amendment to any statute or regulation or altered
                        requirements of any governmental agency or any decision
                        of any court (including, without limitation, a
                        modification which is in the opinion of the Note Trustee
                        appropriate or expedient as a consequence of the
                        enactment of a statute or regulation or an amendment to
                        any statute or regulation or ruling by the Australian
                        Commissioner or Deputy Commissioner of Taxation or any
                        governmental announcement or statement or any decision
                        of any court, in any case which has or may have the
                        effect of altering the manner or basis of taxation of
                        trusts generally or of trusts similar to the PUMA Trust
                        or the trust constituted under the Note Trust Deed); or

            (d)         and the Issuer Trustee is otherwise desirable for any
                        reason and:

                        (i)         is not in the opinion of the Note Trustee
                                    likely, upon coming into effect, to be
                                    materially prejudicial to the interests of
                                    Class A Noteholders; or

                        (ii)        if it is in the opinion of the Note Trustee
                                    likely, upon coming into effect, to be
                                    materially prejudicial to the Class A
                                    Noteholders, the consent of a Special
                                    Majority (as hereinafter defined) of Class A
                                    Noteholders is obtained.

            For the purpose of determining whether a Special Majority of Class A
            Noteholders has consented to a modification, Class A Notes which are
            beneficially owned by the Issuer Trustee or the Manager or by any
            person directly or indirectly controlling or controlled by or under
            direct or indirect common control with the Issuer Trustee or the
            Manager, will be disregarded. The Manager must give the Current
            Rating Authorities and the Note Trustee 5 Business Days' prior
            notice of any such modification. The Note Trustee will be entitled
            to assume that any proposed modification, other than a Payment
            Modification, will not be materially prejudicial to the interest of
            Class A Noteholders if each of the Current Rating Authorities
            confirms in writing that the proposed modification, if effected,
            will not lead to a reduction, qualification or withdrawal of the
            then rating given to the Class A Notes by that Current Rating
            Authority.

            Pursuant to the Note Trust Deed, the Note Trustee may concur with
            the Issuer Trustee and the Manager in making or effecting any
            Payment Modification in relation to the Class A Notes if and only if
            the consent has first been obtained of the Class A Noteholders to
            such Payment Modification.

            Any supplemental deed that effects any such modifications must
            conform to the requirements of the Trust Indenture Act and copies of
            any such supplemental deed must be distributed by the Issuer Trustee
            to the Class A Noteholders in accordance with CONDITION 11.1 as soon
            as reasonably practicable after the modifications have been made.

            "PAYMENT MODIFICATION" means, in relation to the Class A Notes, any
            alteration, addition or revocation of any provision of the Note
            Trust Deed, the Class A Notes (including the Conditions), the Trust
            Deed to the extent it applies to the PUMA Trust, the Sub-Fund Notice
            or the Security Trust Deed which modifies: (a) the amount, timing,
            place, currency or manner of payment of principal or interest in
            respect of the Class A Notes including, without limitation, any
            modification to the Principal Balance, interest rate or Final
            Maturity Date of the Class A Notes or to CONDITIONS 6.9 and 7.2,
            clauses 5.1, 5.2 or 5.5 of the Sub-Fund Notice or clause 13 of the
            Security Trust Deed or which would impair the rights of the Class A
            Noteholders to institute suit for enforcement of such payment on or
            after the due date for such payment; (b) the definition of the term
            "Special Majority", clause 21.4 of the Note Trust Deed or

                                                                            xvi.
<PAGE>

            the circumstances in which the consent or direction of a Special
            Majority of the Class A Noteholders is required; (c) clause 6.1(a)
            of the Security Trust Deed; or (d) the requirements for altering,
            adding to or revoking any provision of the Note Trust Deed or the
            Class A Notes (including the Conditions).

            "CURRENT RATING AUTHORITY" has the same meaning as in the Trust
            Deed.

            "SPECIAL MAJORITY" in relation to the Class A Noteholders means
            Class A Noteholders holding Class A Notes with an aggregate
            Principal Balance of no less than 75% of the aggregate Principal
            Balance of all the Class A Notes.

10.4        WAIVERS ETC

            The Security Trustee may, in accordance with the Security Trust Deed
            and without the consent or sanction of the Voting Secured Creditors
            (but not in contravention of an Extraordinary Resolution of the
            Voting Secured Creditors), waive or authorise any breach or proposed
            breach of the terms and conditions of the Transaction Documents or
            determine that any event that would otherwise be an Event of Default
            will not be treated as such if and in so far as in its opinion the
            interests of the Secured Creditors as a class will not be materially
            prejudiced. Any such waiver, authorisation or determination shall be
            binding on the Secured Creditors and, if, but only if, the Security
            Trustee so requires, any such waiver, authorisation or determination
            will be notified to the Secured Creditors by the Manager in
            accordance with the Security Trust Deed.

            The Note Trustee may, and if directed to do so by a Majority of
            Class A Noteholders must, on such terms and conditions as it may
            deem reasonable, without the consent of any of the Class A
            Noteholders, and without prejudice to its rights in respect of any
            subsequent breach, agree to any waiver or authorisation of any
            breach or proposed breach of any of the terms and conditions of the
            Transaction Documents by the Issuer Trustee, the Manager or any
            other person which, unless the Note Trustee is acting on the
            direction of a Majority of Class A Noteholders, is not, in the
            opinion of the Note Trustee, materially prejudicial to the interests
            of the Class A Noteholders as a class. No such waiver, authorisation
            or determination may be made in contravention of any prior
            directions by a Majority (as hereinafter defined) of the Class A
            Noteholders. Any such waiver, authorisation or determination will,
            if the Note Trustee so requires, be notified to the Class A
            Noteholders in accordance with CONDITION 11.1 by the Issuer Trustee
            as soon as practicable after it is made.

            "MAJORITY" in relation to the Class A Noteholders means Class A
            Noteholders holding Class A Notes with an aggregate Principal
            Balance of greater than 50% of the aggregate Principal Balance of
            all the Class A Notes.

10.5        INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE AND THE SECURITY
            TRUSTEE

            The Note Trust Deed and the Security Trust Deed contain provisions
            for the indemnification of the Note Trustee and the Security Trustee
            (respectively) and for their relief from responsibility, including
            provisions relieving them from taking proceedings to realise the
            security and to obtain repayment of the Notes unless indemnified to
            their satisfaction. Each of the Note Trustee and the Security
            Trustee is entitled, subject in the case of the Note Trustee to the
            mandatory provisions of the Trust Indenture Act, to enter into
            business transactions with the Issuer Trustee and/or any other party
            to the Transaction Documents without accounting for any profit
            resulting from such transactions.

            Subject to the mandatory provisions of the Trust Indenture Act, the
            Note Trustee shall not be responsible for any loss, expense or
            liability occasioned to the Charged Property or any other property
            or in respect of all or any of the moneys which may stand to the
            credit of an Account (as defined in the Trust Deed) from time to
            time however caused (including, without limitation, where caused by
            an act or omission of the Security Trustee) unless that loss is
            occasioned by the fraud, negligence, wilful default or breach of
            trust of the Note Trustee. The Security Trustee is not, nor is any
            receiver appointed in relation to the Charged Property pursuant to
            the provisions of the Security Trust Deed, liable or otherwise
            accountable for any omission, delay or mistake or any loss or
            irregularity in or about the exercise, attempted exercise,
            non-exercise or purported exercise of any of the powers of the
            Security Trustee or of the receiver under the Security Trust Deed
            except for fraud, negligence or wilful default.

            Except in the case of fraud, negligence (except as specifically
            provided in the Trust Indenture Act), wilful default or breach of
            trust, and subject to the mandatory provisions of the Trust
            Indenture Act, the Note Trustee may act on the opinion or advice of,
            or information obtained from, any lawyer, valuer, banker, broker,
            accountant or other expert appointed by the Note Trustee, or by a
            person other than Note

                                                                           xvii.
<PAGE>

            Trustee, where that opinion, advice or information is addressed to
            the Note Trustee or by its terms is expressed to be capable of being
            relied upon by the Note Trustee. Except as provided above, the Note
            Trustee will not be responsible to any Class A Noteholder, amongst
            others, for any loss occasioned by so acting in reliance on such
            advice. Any such opinion, advice or information may be sent or
            obtained by letter, telex or facsimile transmission and the Note
            Trustee will not be liable to any Class A Noteholder, amongst
            others, for acting on any opinion, advice or information conforming
            with any applicable requirements of the Note Trust Deed or the Trust
            Indenture Act and purporting to be conveyed by such means even
            though it contains some error which is not a manifest error or is
            not authentic.

11.         NOTICES

11.1        GENERAL

            All notices, other than notices given in accordance with the
            following paragraph and CONDITION 11.2, to Class A Noteholders will
            be deemed given if in writing and mailed, first-class, postage
            prepaid to each Class A Noteholder, at his or her address as it
            appears on the Note Register, not later than the latest date, and
            not earlier than the earliest date, prescribed for the giving of
            such notice. In any case where notice to Class A Noteholders is
            given by mail, neither the failure to mail such notice nor any
            defect in any notice so mailed to any particular Class A Noteholder
            will affect the sufficiency of such notice with respect to other
            Class A Noteholders, and any notice that is mailed in the manner
            herein provided will conclusively be presumed to have been duly
            given.

            A notice may be waived in writing by the relevant Class A
            Noteholder, either before or after the event, and such waiver will
            be the equivalent of such notice. Waivers of notice by Class A
            Noteholders will be filed with the Note Trustee but such filing will
            not be a condition precedent to the validity of any action taken in
            reliance upon such a waiver.

            Any such notice will be deemed to have been given on the date such
            notice is deposited in the mail.

            In case, by reason of the suspension of regular mail services as a
            result of a strike, work stoppage or similar activity, it is
            impractical to mail notice of any event to Class A Noteholders when
            such notice is required to be given, then any manner of giving such
            notice as the Issuer Trustee directs the Note Trustee will be deemed
            to be a sufficient giving of such notice.

11.2        NOTE INFORMATION

            Any notice specifying a Quarterly Payment Date, an Interest Rate in
            relation to the Class A Notes, an Interest Amount, a Principal
            Amount (or the absence of a Principal Amount), a Principal Balance,
            a Note Factor in relation to the Class A Notes, or any other matter
            permitted to be given in accordance with this CONDITION 11.2, will
            be deemed to have been duly given if the information contained in
            the notice appears on the relevant page of the Reuters Screen or the
            electronic information system made available to its subscribers by
            Bloomberg, L.P. or another similar electronic reporting service
            approved by the Note Trustee in writing and notified to Class A
            Noteholders pursuant to CONDITION 11.1 (the "RELEVANT SCREEN"). Any
            such notice will be deemed to have been given on the first date on
            which such information appeared on the Relevant Screen. If it is
            impossible or impracticable to give notice in accordance with this
            paragraph then notice of the matters referred to in this Condition
            will be given in accordance with CONDITION 11.1.

11.3        QUARTERLY SERVICING AND OTHER REPORTS

            The Manager must deliver a Quarterly Servicing Report in relation to
            a Quarterly Payment Date to the Note Trustee, the Principal Paying
            Agent, the Issuer Trustee and each Class A Noteholder no later than
            5 Business Days preceding that Quarterly Payment Date in accordance
            with CONDITION 11.1.

            The Issuer Trustee and the Manager must, to the extent required by
            the rules and regulation of the Securities and Exchange Commission,
            forward to Class A Noteholders, and such other persons as are
            required by the Trust Indenture Act, such summaries of any
            information, documents and reports required to be filed by the
            Issuer Trustee or the Manager in accordance with the Securities and
            Exchange Act 1934 of the United States of America or the rules and
            regulations of the Securities and Exchange Commission.

            "QUARTERLY SERVICING REPORT" in relation to a Quarterly Payment Date
            means a report which contains

                                                                          xviii.
<PAGE>

            the following information:

            (a)         the aggregate Principal Balance of each class of Notes
                        at the end of the immediately preceding Quarterly
                        Payment Date;

            (b)         the amounts to be applied towards payment of interest
                        and principal on each class of Notes on that Quarterly
                        Payment Date;

            (c)         the amounts, if any, which were applied towards payment
                        of interest and principal on any A$ Redraw Notes and/or
                        under the Redraw Facility Agreement on any Monthly
                        Payment Dates occurring after the end of the immediately
                        preceding Quarterly Payment Date;

            (d)         only in relation to the first Quarterly Servicing Report
                        after the Closing Date:

                        (i)         the amount withdrawn from the Pre-Funding
                                    Pool during the Pre-Funding Period and
                                    applied towards the acquisition of Approved
                                    Mortgages (as defined in the Trust Deed);

                        (ii)        the number of Approved Mortgages (as defined
                                    in the Trust Deed) acquired as assets of the
                                    PUMA Trust during the Pre-Funding Period and
                                    details of the aggregate principal balance
                                    and the weighted average rate of interest
                                    payable on those Approved Mortgages;

                        (iii)       the housing loan information in relation to
                                    the Approved Mortgages which are assets of
                                    the PUMA Trust provided in the table on page
                                    [15] of the prospectus in relation to the
                                    Class A Notes which shall be updated to
                                    reflect the characteristics of the housing
                                    loan pool at the end of the Pre-Funding
                                    Period;

                        (iv)        if applicable the amount remaining in the
                                    Pre-Funding Pool at the end of the
                                    Pre-Funding Period;

            (e)         only in relation to the first two Quarterly Servicing
                        Reports, the aggregate amount of Further Advances (other
                        than Subordinate Funded Further Advances) made during
                        the period from the close of business on the seventh
                        Business Day prior to the immediately preceding
                        Quarterly Payment Date (or with respect to the first
                        Quarterly Payment Date, the Closing Date) to the close
                        of business on the seventh Business Day prior to the
                        relevant Quarterly Payment Date;

            (f)         the Collections in relation to that Quarterly Payment
                        Date;

            (g)         the Principal Collections in relation to that Quarterly
                        Payment Date;

            (h)         the Income Reserve at the commencement and at the end of
                        that Quarterly Payment Date;

            (i)         the Principal Cash Balance at the commencement and at
                        the end of that Quarterly Payment Date;

            (j)         the Collections other than Principal Collections,
                        Principal Cash Balance and Income Reserve at the end of
                        that Quarterly Payment Date;

            (k)         the Redraw Facility Principal at the commencement and at
                        the end of that Quarterly Payment Date;

            (l)         the aggregate of the Subordinate Funded Further Advance
                        Amounts in relation to the Approved Mortgages which are
                        assets of the PUMA Trust at the end of the seventh
                        Business Day preceding that Quarterly Payment Date;

            (m)         the Note Factor for the Class A Notes and the Note
                        Factor for the A$ Class B Notes at the end of that
                        Quarterly Payment Date;

            (n)         the aggregate outstanding principal balance of the
                        Approved Mortgages forming part of the assets of the
                        PUMA Trust being charged a fixed rate of interest and
                        the aggregate

                                                                            xix.
<PAGE>

                        outstanding principal balance of the Approved Mortgages
                        forming part of the assets of the PUMA Trust being
                        charged a variable rate of interest as at opening of
                        business on the sixth Business Day immediately preceding
                        the Quarterly Payment Date; and

            (o)         delinquency and loss statistics, as determined by the
                        Manager, with respect to the Approved Mortgages forming
                        part of the assets of the PUMA Trust as at opening of
                        business on the first Business Day of the calendar month
                        that includes that Quarterly Payment Date.

            "COLLECTIONS", "FURTHER ADVANCE", "INCOME RESERVE", "MONTHLY PAYMENT
            DATE", "PRE-FUNDING PERIOD", "PRE-FUNDING POOL", "PRINCIPAL
            COLLECTIONS", "PRINCIPAL CASH BALANCE", "REDRAW FACILITY PRINCIPAL"
            and "SUBORDINATE FUNDED FURTHER ADVANCE AMOUNT" have the same
            meaning as in the Sub-Fund Notice.

11.4        CONSENTS IN WRITING

            All consents and approvals in these Conditions must be given in
            writing.

12.         LIMITATION OF LIABILITY OF THE ISSUER TRUSTEE

            (a)         The Issuer Trustee enters into the Transaction
                        Documents, and issues the Class A Notes, only in its
                        capacity as trustee of the PUMA Trust and in no other
                        capacity (except where the Transaction Documents provide
                        otherwise). A liability arising under or in connection
                        with the Class A Notes, the Transaction Documents or the
                        PUMA Trust is limited to and can be enforced against the
                        Issuer Trustee only to the extent to which it can be
                        satisfied out of the assets and property 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 the Transaction Documents (other than
                        paragraph (c) below) 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 the Transaction
                        Documents, the Class A Notes or the PUMA Trust.

            (b)         No person may sue the Issuer Trustee in respect of
                        liabilities incurred by the Issuer Trustee in its
                        capacity as trustee of the PUMA Trust other than as
                        trustee of the PUMA Trust or seek the appointment of a
                        receiver (except under the Security Trust Deed), a
                        liquidator, an administrator or any similar person to
                        the Issuer Trustee or prove in any liquidation,
                        administration or similar arrangements of or affecting
                        the Issuer Trustee (except in relation to the assets or
                        property of the PUMA Trust).

            (c)         The provisions of this CONDITION 12 will not apply to
                        any obligation or liability of the Issuer Trustee to the
                        extent that it is not satisfied because under a
                        Transaction Document or by operation of law there is a
                        reduction in the extent of the Issuer Trustee's
                        indemnification or exoneration out of the assets or
                        property of the PUMA Trust as a result of the Issuer
                        Trustee's fraud, negligence or wilful default.

            (d)         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 under the Transaction
                        Documents or the Class A Notes) will be considered
                        fraud, negligence or wilful default of the Issuer
                        Trustee for the purpose of paragraph (c) to the extent
                        to which the act or omission was caused or contributed
                        to by any failure by any 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 a Relevant Party or any other such person.

            (e)         In exercising their powers under the Transaction
                        Documents, each of the Security Trustee, the Note
                        Trustee and the Class A Noteholders must ensure that no
                        attorney, agent, delegate, receiver or receiver and
                        manager appointed by it in accordance with a Transaction
                        Document 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 purpose of
                        paragraph (c).

                                                                             xx.
<PAGE>

            (f)         The Issuer Trustee is not obliged to enter into any
                        commitment or obligation under these Conditions or any
                        other Transaction Document (including incur any further
                        liability) unless the Issuer Trustee's liability is
                        limited in a manner which is consistent with this
                        CONDITION 12 or otherwise.

            "RELEVANT PARTIES" means each of the Manager, the Originators (as
            defined in the Trust Deed), the providers of Support Facilities, the
            Security Trustee, the Agents, the Note Trustee and any other person
            (other than the Issuer Trustee) who is a party to any Transaction
            Document (as those parties, which are not defined in these
            Conditions, are defined in the Sub-Fund Notice).

            The expression "FRAUD, NEGLIGENCE OR WILFUL DEFAULT" is to be
            construed in accordance with the Security Trust Deed.

13.         GOVERNING LAW

            The Class A Notes and the Transaction Documents are governed by, and
            will be construed in accordance with, the laws of the State of New
            South Wales of the Commonwealth of Australia, except for the
            Underwriting Agreement which is governed by, and will be construed
            in accordance with, New York law. Each of the Issuer Trustee and the
            Manager has in the Note Trust Deed irrevocably agreed for the
            benefit of the Note Trustee and the Class A Noteholders that both
            the courts of the State of New South Wales and the Federal and state
            courts in the Borough of Manhattan in the City of New York are to
            have non-exclusive jurisdiction to settle any disputes which may
            arise out of or in connection with the Note Trust Deed and the Class
            A Notes.

                                                                            xix.
<PAGE>

                                     AGENTS

PRINCIPAL PAYING AGENT:                The Bank of New York, New York Branch
                                       101 Barclay Street, 21W
                                       New York, New York, 10286

NOTE REGISTRAR:                        The Bank of New York, New York Branch
                                       101 Barclay Street, 21W
                                       New York, New York, 10286

                                       or

                                       c/- The Bank of New York, London Branch
                                       48th Floor
                                       One Canada Square
                                       London  E14  5AL

AGENT BANK:                            The Bank of New York, New York Branch
                                       101 Barclay Street, 21W
                                       New York, New York, 10286

PAYING AGENT:                          The Bank of New York, London Branch
                                       48th Floor
                                       One Canada Square
                                       London  E14  5AL



                                                                        xxii.