TERMS AND CONDITIONS – CONFIDENTIALITY AGREEMENT:

IMPORTANT—PLEASE READ CAREFULLY: This is a legally binding contract. By checking the box, you represent that you are accepting (and are authorized to accept) these terms and conditions (this "Confidentiality Agreement") on behalf of your employer (the "Rating Agency"). The words "you" or "your" below refer to both you and the Rating Agency. Your access to this site and your use of the information available through this site are expressly conditioned upon the acceptance without modification of all the terms and conditions of this Confidentiality Agreement.

This Confidentiality Agreement is made in connection with Members Equity Bank Pty Limited (together with its affiliates, "ME Bank") and National Australia Bank Limited (together with its affiliates, "Lead Manager" and together with ME Bank and any initial purchaser or co-manager engaged for the purpose of proposed transaction described below, the "Disclosing Parties" and each a "Disclosing Party") furnishing certain financial, operational, structural and other information regarding the Disclosing Parties relating to the proposed issuance of securities as part of an asset-backed or mortgage-backed securities transaction (the "Securities") and the residential mortgage loans underlying or referenced by the Securities (the "Collateral") to you. As a condition to the Disclosing Parties making such information available to the Rating Agency, the Disclosing Parties and the Rating Agency hereby agree as follows:

1. Definition of Confidential Information. For purposes of this Confidentiality Agreement, the term "Confidential Information" will include the following information provided for purposes of determining or monitoring a credit rating on the Securities (irrespective of its source or form of communication, including information obtained by the Rating Agency through access to the website maintained by the Disclosing Parties pursuant to Rule 17g-5(a)(3)(iii) of the U.S Securities Exchange Act of 1934, as amended (the "Act") (17 C.F.R. 240.17g-5)), that may be furnished to the Rating Agency by or on behalf of a Disclosing Party: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and other information (such information, the "Evaluation Material"), (y) the fact that investigations, discussions or negotiations are taking place concerning a proposed transaction and (z) any of the terms, conditions or other facts with respect to any proposed transaction, including the status thereof; provided, however, that the term Confidential Information shall not include information which:
   1. was or becomes generally available to the public (including through any reports filed with the Securities and Exchange Commission, prospectuses or other offering documents) other than as a result of a disclosure by the Rating Agency or a Rating Agency Representative (as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;
   2. was available or becomes available to the Rating Agency or a Rating Agency Representative on a non-confidential basis from a source other than the Disclosing Parties or its representatives; provided that such source is not known by the Rating Agency or a Rating Agency Representative to be bound by any agreement with the Disclosing Parties or another party to keep such information confidential; or
   3. is independently developed by the Rating Agency or a Rating Agency Representative without reference to any Confidential Information.
2. Information to be Held in Confidence.
   1. The Rating Agency and any of the Rating Agency Representatives acting on behalf of the Rating Agency will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on a Security and if such Rating Agency issues a credit rating on one or more classes of Securities, to the extent that information is derived from but does not reveal any Confidential Information, for benchmarking, modelling, research or product development purposes (the "Intended Purpose").
   2. The Rating Agency acknowledges that it is aware that the United States and state securities laws impose restrictions on trading in securities when in possession of material, non-public information and that the Rating Agency will advise (through policy manuals or otherwise) each Rating Agency Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.
   3. The Rating Agency will treat the Confidential Information as private and confidential and, without the prior written consent of the Disclosing Parties, the Rating Agency will not disclose to any person any Confidential Information, whether such Confidential Information was furnished to the Rating Agency before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, the Rating Agency may:
      1. disclose the Confidential Information to any of the Rating Agency's affiliates, directors, officers, employees and legal representatives, agents and advisors (each, a "Rating Agency Representative") who, in the reasonable judgment of the Rating Agency, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential Information to a Rating Agency Representative, the Rating Agency will have taken reasonable precautions to ensure that such Rating Agency Representative will act in accordance with this Confidentiality Agreement;
      2. solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5), post the Confidential Information solely to the extent required pursuant to Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5) to a password protected website maintained by the Rating Agency;
      3. subject to Section 4 below, disclose the Confidential Information to the extent required by law, regulation, judicial or governmental order, subpoena or other legal process or requested or required by any governmental or regulatory authority; and
      4. if such Rating Agency issues a credit rating on one or more classes of Securities, use or publish information derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any Confidential Information.
3. Additional Requirements for Borrower Information. The Evaluation Material provided to the Rating Agency may include information about the related customers or consumers and their accounts (such information, the "Borrower Information"). In addition to the requirements set forth in this Confidentiality Agreement regarding all Confidential Information, with respect to Borrower Information the Rating Agency agrees that it will comply with all relevant laws, and rules and regulations of regulatory agencies, protecting Borrower Information and the privacy rights of such customers and consumers.
4. Disclosures Required by Law. In connection with any request for the disclosure of Confidential Information pursuant to Section 2(c)(iii) above, the Rating Agency agrees to use reasonable efforts to provide the Disclosing Parties with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose the Confidential Information has been made so that the Disclosing Parties may seek an appropriate protective order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information if the Disclosing Parties so choose. Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that the Rating Agency has been informed by written notice that the Disclosing Parties are seeking a protective order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, the Rating Agency agrees not to disclose the Confidential Information while the Disclosing Parties' effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. The Rating Agency agrees to reasonably cooperate with the Disclosing Parties in their efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole expense of the Disclosing Parties; provided, however, that in no event shall the Rating Agency be required to take a position that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment. If the Disclosing Parties succeed in obtaining a protective order or other reasonable assurance, the Rating Agency agrees to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense of the Disclosing Parties. If a protective order or other remedy is not obtained or if the Disclosing Parties waive compliance with the provisions of this Confidentiality Agreement in writing, the Rating Agency agrees to furnish only such information as the Rating Agency is legally required to furnish at the sole expense of the Disclosing Parties.
5. Obligation to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Disclosing Party, all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in the sole discretion of the Rating Agency, returned to the relevant Disclosing Party. Notwithstanding the foregoing, (a) the Rating Agency may retain one or more copies of any document or other material containing Confidential Information to the extent necessary for legal or regulatory compliance (or compliance with the Rating Agency's bona fide internal policies and procedures designed to ensure legal or regulatory compliance (or other bona fide internal policies and procedures but only as and to the extent required pursuant to such internal policies and procedures)) and (b) the Rating Agency may retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents prepared by the Rating Agency and any Evaluation Material obtained in an oral communication; provided that any Confidential Information so retained by the Rating Agency will remain subject to this Confidentiality Agreement and the Rating Agency will remain bound by the terms of this Confidentiality Agreement.
6. Violations of this Confidentiality Agreement.
   1. The Rating Agency will be responsible for any breach of this Confidentiality Agreement by the Rating Agency or any Rating Agency Representative.
   2. The Rating Agency agrees promptly to advise each Disclosing Party in writing of any misappropriation or unauthorized disclosure or use by any person of the Confidential Information which may come to its attention and to take all steps reasonably requested by such Disclosing Party to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.
   3. The Rating Agency acknowledges and agrees that the Disclosing Parties would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Disclosing Party will be entitled to seek specific performance and injunctive or other equitable relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which a Disclosing Party may be entitled at law or in equity. The Rating Agency further agrees to waive any requirement for security or posting of any bond in connection with such remedy. It is further understood and agreed that no failure to exercise or delay in exercising any right, power or privilege hereunder will preclude any future or any other or further exercise of any right, power or privilege.
7. Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the Rating Agency provides a credit rating on a Security, the obligations of the Rating Agency under this Confidentiality Agreement will survive indefinitely.
8. Governing Law. This Confidentiality Agreement will be governed by and construed in accordance with the law of the State of New York applicable to agreements made and to be performed within such State.
9. Submission to Jurisdiction. Each of the Rating Agency and the Disclosing Parties hereby irrevocably submits to the exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan in The City of New York in any action or proceeding arising out of or relating to this Confidentiality Agreement, and each of the Rating Agency and the Disclosing Parties hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State or federal court. Each of the Rating Agency and the Disclosing Parties hereby irrevocably waives, to the fullest extent that it may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.
10. Waiver of Jury Trial. Each of the Rating Agency and the Disclosing Parties hereby agrees to waive any right to a jury trial of any claim or cause of action based upon or arising out of or in connection with this Confidentiality Agreement. The scope of this waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of this Confidentiality Agreement for the related transaction, including contract claims, tort claims, breach of duty claims, and all other common law and statutory claims. Each of the Rating Agency and the Disclosing Parties acknowledges that the other party has relied on this waiver in entering into this Confidentiality Agreement. Each of the Rating Agency and the Disclosing Parties further warrants and represents that it has reviewed this waiver with its legal counsel and that it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and this waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Confidentiality Agreement. In the event of litigation, this Confidentiality Agreement may be filed as a written consent to a trial by the court.
11. Amendments. This Confidentiality Agreement may be modified or waived only by a separate writing by the Rating Agency and each Disclosing Party that expressly so modifies this Confidentiality Agreement.
12. Entire Agreement. This Confidentiality Agreement represents the entire agreement between the Rating Agency and the Disclosing Parties relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by the Rating Agency and its affiliates. This Confidentiality Agreement supersedes all other agreements relating to the Confidential Information which have previously been executed between the Rating Agency and the Disclosing Parties.
13. Third Party Beneficiary. Nothing in this Confidentiality Agreement, express or implied, shall give to any person, other than the parties hereto and their successors hereunder, any benefit of any legal or equitable right, remedy, or claim under this Confidentiality Agreement.
14. Entire Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into this website.

By checking the box, you certify that you have read and understood this Confidentiality Agreement, and agree to be bound by its provisions.