CLAYTON UTZ

Medallion Trust Series [_]
Offered Note Trust Deed

The Bank of New York

Securitisation Advisory Services Pty. Limited
ABN 88 064 133 946

Perpetual Trustee Company Limited
ABN 42 000 001 007

If you have any questions about the details of this document
PLEASE CONTACT [______________________________] ON + 61 2 9353 4000

Clayton Utz
Lawyers
Levels 19-35 No. 1 O'Connell Street Sydney NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW 1215
T + 61 2 9353 4000 F + 61 2 8220 6700

WWW.CLAYTONUTZ.COM

Our reference [________________]



TABLE OF CONTENTS

1.   DEFINITIONS AND INTERPRETATION........................................    1

     1.1     Definitions...................................................    1
     1.2     Series Supplement and Master Trust Deed definitions...........    5
     1.3     Interpretation................................................    5
     1.4     Issuer's capacity.............................................    7
     1.5     Benefit of Covenants under this Deed..........................    7
     1.6     Obligations Several...........................................    8
     1.7     Incorporated Definitions and other Provisions.................    8
     1.8     Interpretation of Provisions Incorporated from TIA............    8

2.   THE OFFERED NOTE TRUST................................................    9

     2.1     Appointment of Offered Note Trustee...........................    9
     2.2     Declaration of Offered Note Trust.............................    9
     2.3     Duration of Offered Note Trust................................    9
     2.4     Benefit of Offered Note Trust.................................    9
     2.5     Interested persons bound......................................    9

3.   AMOUNT, FORM AND ISSUE OF OFFERED NOTES...............................    9

     3.1     Aggregate amount and denomination.............................    9
     3.2     Description and Form of Offered Notes.........................    9
     3.3     Initial Issue as Book-Entry Notes.............................   10
     3.4     Issue of Offered Definitive Notes.............................   11
     3.5     Indemnity for non-issue of Offered Definitive Notes...........   12
     3.6     Authentication of Offered Notes...............................   12

4.   OFFERED NOTE REGISTERS................................................   12

     4.1     Maintenance of Offered Note Registrars........................   12
     4.2     Provision of Offered Noteholder Information...................   12
     4.3     Offered Note Registers conclusive.............................   13

5.   REPRESENTATIONS AND WARRANTIES........................................   13

     5.1     By the Issuer.................................................   13
     5.2     By the Manager................................................   14
     5.3     By the Offered Note Trustee...................................   15

6.   COVENANTS BY ISSUER AND MANAGER.......................................   15

     6.1     Covenant to Pay...............................................   15
     6.2     Covenant of Compliance........................................   16
     6.3     Other covenants...............................................   16
     6.4     Covenants between Issuer and Manager..........................   18

7.   ENFORCEMENT...........................................................   19

     7.1     Notice Following an Event of Default or Potential Event of
             Default.......................................................   19
     7.2     Restrictions on enforcement...................................   19
     7.3     Offered Note Trustee may enforce..............................   20
     7.4     Offered Note Trustee alone may enforce........................   20

8.   OFFERED NOTE TRUSTEE'S POWERS, PROTECTIONS ETC........................   21

     8.1     Offered Note Trustee's additional powers, protections, etc....   21
     8.2     Waivers.......................................................   26
     8.3     Offered Note Trustee's liability..............................   27
     8.4     Dealings with Series Trust....................................   27
     8.5     Delegation of duties of Offered Note Trustee..................   27
     8.6     Related Body Corporate of the Offered Note Trustee............   28


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9.   DUTIES OF THE OFFERED NOTE TRUSTEE....................................   28

     9.1     Offered Note Trustee's general duties.........................   28
     9.2     Duties of the Offered Note Trustee prior to Event of
             Default.......................................................   28
     9.3     Duties of the Offered Note Trustee following an Event of
             Default.......................................................   28
     9.4     Certain limitations of liability where acting in good faith...   29
     9.5     Offered Note Trustee not relieved of liability for negligence
             etc...........................................................   29
     9.6     Preferred collection of claims against Issuer.................   29
     9.7     Compliance with Section 310 of TIA............................   29
     9.8     Voting at meetings under Master Trust Deed or Security Trust
             Deed..........................................................   29
     9.9     Transaction Documents.........................................   29

10.  APPLICATION OF MONEYS.................................................   30

     10.1    Moneys received...............................................   30
     10.2    Investment of moneys held.....................................   30

11.  CONTINUING SECURITY AND RELEASES......................................   30

     11.1    Issuer's liability not affected...............................   30
     11.2    Waiver by Issuer..............................................   30

12.  REMUNERATION AND EXPENSES OF OFFERED NOTE TRUSTEE.....................   31

     12.1    Payment of fee................................................   31
     12.2    Payment of expenses...........................................   31
     12.3    Additional duties.............................................   31
     12.4    Dispute as to additional duties...............................   31
     12.5    Currency and VAT..............................................   32
     12.6    No other fees or expenses.....................................   32
     12.7    Fees are expenses of the Series Trust.........................   32
     12.8    Timing of payments............................................   32
     12.9    Non-discharge.................................................   32

13.  ADDITIONAL OFFERED NOTE TRUSTEES......................................   32

     13.1    Appointment and removal.......................................   32
     13.2    Joint exercise of powers......................................   33
     13.3    Notice........................................................   33

14.  RETIREMENT OR REMOVAL OF OFFERED NOTE TRUSTEE.........................   33

     14.1    Retirement of Offered Note Trustee............................   33
     14.2    Removal by Manager............................................   34
     14.3    Offered Note Trustee may retire...............................   34
     14.4    Appointment of Substitute Offered Note Trustee by Offered
             Noteholders...................................................   34
     14.5    Release of Offered Note Trustee...............................   34
     14.6    Vesting of Offered Trust Fund in Substitute Offered Note
             Trustee.......................................................   35
     14.7    Substitute Offered Note Trustee to Execute Deed...............   35
     14.8    Rating Agencies Advised.......................................   35
     14.9    Retention of Lien.............................................   35
     14.10   Issuer and Manager Cannot be Appointed........................   35
     14.11   No Limitation of TIA..........................................   35

15.  AMENDMENT.............................................................   36

     15.1    Amendment by Offered Note Trustee.............................   36
     15.2    Amendments Requiring Consent of all Offered Noteholders.......   36
     15.3    Compliance with TIA...........................................   37
     15.4    No Rating Agency downgrade....................................   37
     15.5    Distribution of amendments....................................   37


                                                                              ii



     15.6    Amendments binding on Offered Noteholders.....................   37

16.  REPORTS...............................................................   37

     16.1    Reports by Offered Note Trustee...............................   37
     16.2    Reports by Issuer.............................................   37
     16.3    Restricted securities.........................................   38

17.  CURRENCY INDEMNITY....................................................   38

     17.1    Improper currency receipts....................................   38
     17.2    Currency indemnity............................................   38
     17.3    Failure to pay proper currency................................   39

18.  EXPENSES AND STAMP DUTIES.............................................   39

     18.1    Expenses......................................................   39
     18.2    Stamp duties and other taxes..................................   39

19.  TRUST INDENTURE ACT...................................................   40

     19.1    Certificates and opinions.....................................   40
     19.2    Undertaking for costs.........................................   41
     19.3    Exclusion of section 316(a)(1)................................   41
     19.4    Unconditional rights of Offered Noteholders to receive
             principal and interest........................................   41
     19.5    Conflict with Trust Indenture Act.............................   42

20.  GOVERNING LAW AND JURISDICTION........................................   42

     20.1    Governing law.................................................   42
     20.2    Jurisdiction..................................................   42

21.  NOTICES...............................................................   42

     21.1    Method of delivery............................................   42
     21.2    Deemed receipt................................................   43
     21.3    Email.........................................................   43
     21.4    Notices to Offered Noteholders................................   43
     21.5    Notices from Offered Noteholders..............................   43
     21.6    Issuer and Manager............................................   44

22.  ISSUER'S LIMITED LIABILITY............................................   44

     22.1    Limitation on Issuer's Liability..............................   44
     22.2    Claims against Issuer.........................................   44
     22.3    Breach of trust...............................................   44
     22.4    Acts or omissions.............................................   44
     22.5    No authority..................................................   45
     22.6    No obligation.................................................   45

23.  MISCELLANEOUS.........................................................   45

     23.1    Assignment by Issuer..........................................   45
     23.2    Assignment by Manager.........................................   45
     23.3    Assignment by Offered Note Trustee............................   45
     23.4    Certificate of Offered Note Trustee...........................   45
     23.5    Continuing obligation.........................................   45
     23.6    Settlement conditional........................................   46
     23.7    Interest on judgment..........................................   46
     23.8    Severability of provisions....................................   46
     23.9    Remedies cumulative...........................................   46
     23.10   Waiver........................................................   46
     23.11   Written waiver, consent and approval..........................   46
     23.12   Time of essence...............................................   46
     23.13   Moratorium legislation........................................   46


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     23.14   Binding on each signatory.....................................   47
     23.15   Counterparts..................................................   47
     23.16   Contra proferentem............................................   47
     23.17   Know your customer............................................   47
     23.18   Compliance with Regulation AB.................................   47

SCHEDULE 1 FORM OF OFFERED NOTES...........................................   48

SCHEDULE 2 FORM OF OFFERED NOTE CONDITIONS.................................   54


                                                                              iv



TRUST INDENTURE ACT - CROSS REFERENCE TABLE

This Cross Reference Table does not, for any purpose, form part of this Offered
Note Trust Deed. "N.A." means not applicable.

TRUST INDENTURE ACT SECTION   CLAUSE REFERENCE
---------------------------   ----------------
310(a) (1)                    5.3(h), 9.7, 14.2, 14.3, 14.4
   (a) (2)                    9.7
   (a) (3)                    13.2
   (a) (4)                    N.A.
   (a) (5)                    14.10
   (b)                        9.7(c), 14.11
   (c)                        N.A.
311(a)                        9.6
   (b)                        9.6
   (c)                        N.A.
312(a)                        4.2(a), 4.2(b)
   (b)                        4.2(b)
   (c)                        4.2(c)
313(a)                        16.1
   (b)(1)                     16.1
   (b)(2)                     16.1
   (c)                        16.1
   (d)                        16.1
314(a)(1)                     16.2(a)
   (a)(2)                     16.2(b)
   (a)(3)                     16.2(c)
   (a)(4)                     6.3(c)
   (b)                        6.3(i)
   (c)                        19.1(a)
   (d)                        19.1(b)
   (e)                        19.1(c)
   (f)                        N.A.
315(a)                        9.2
   (b)                        7.1(a)
   (c)                        9.3
   (d)                        9.5, 8.1(e)
   (e)                        19.2
316(a)(1)                     19.3(a)
   (a)(2)                     15.2
   (b)                        19.4
   (c)                        21.5
317(a)(1)                     7.3(a)
   (a)(2)                     7.3(b)
   (b)                        6.3(l)
318(a)                        19.5


                                                                               i



THIS OFFERED NOTE TRUST DEED MADE AT SYDNEY ON [_]

PARTIES    THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York, New York,
           10286 (hereinafter included in the expression the "OFFERED NOTE
           TRUSTEE")

           SECURITISATION ADVISORY SERVICES PTY. LIMITED ABN 88 064 133 946 of
           Level 7, 48 Martin Place, Sydney, Australia (hereinafter included by
           incorporation in the expression the "MANAGER")

           PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007 of at Level 12,
           123 Pitt Street, Sydney, Australia in its capacity as trustee of the
           Series Trust (as hereinafter defined) (hereinafter included in the
           expression the "ISSUER")

BACKGROUND

A.    The Issuer is the trustee, and the Manager is the manager, of the Series
      Trust.

B.    The Issuer proposes to issue, at the direction of the Manager, securities,
      including the Offered Notes to be constituted, issued and authenticated
      pursuant to this Deed.

C.    The Offered Note Trustee has agreed to act as trustee for the benefit of
      the Offered Noteholders on the terms of this Deed.

D.    This Deed is an indenture qualified under, and subject to the mandatory
      provisions of, the Trust Indenture Act 1939 of the United States of
      America, which are incorporated by reference in and made part of this
      Deed.

OPERATIVE PROVISIONS

1.    DEFINITIONS AND INTERPRETATION

1.1   DEFINITIONS

      In this Deed, unless the contrary intention appears:

      "ADDITIONAL NOTE TRUSTEE" means each person from time to time appointed
      under clause 13.1 to act as a co-trustee with the Offered Note Trustee.

      "AGENT" has the same meaning as in the Agency Agreement.

      "AUTHORISED OFFICER" means:

      (a)  in relation to the Offered Note Trustee, a responsible officer of the
           Corporate Trust Administration department of the Offered Note
           Trustee;

      (b)  in relation to the Issuer, an Authorised Officer of the Issuer for
           the purposes of the Master Trust Deed; and

      (c)  in relation to the Manager, an Authorised Officer of the Manager for
           the purposes of the Master Trust Deed.

      "CHARGE" has the same meaning as in the Security Trust Deed.

      "CHARGE RELEASE DATE" has the same meaning as in the Security Trust Deed.

      "CHARGED PROPERTY" has the same meaning as in the Security Trust Deed.


                                                                               1



      "CLASS A-1 BOOK-ENTRY NOTE" means a Class A-1 Note issued or to be issued,
      as the case may be, by the Issuer in accordance with clause 3.3(a) to the
      initial Depository in respect of the Class A-1 Notes or its nominee or
      subsequently transferred to a replacement Depository or its nominee.

      "CLASS A-1 DEFINITIVE NOTE" means a Class A-1 Note issued or to be issued,
      as the case may be, by the Issuer in accordance with clause 3.4.

      "CLASS A-1 NOTE" means a debt security described in clause 3.1(a) issued
      by the Issuer, in its capacity as trustee of the Series Trust, pursuant to
      the provisions of this Deed (whether as a Class A-1 Book-Entry Note or a
      Class A-1 Definitive Note).

      "CLASS A-1 NOTE OWNER" means, with respect to a Class A-1 Book-Entry Note,
      the person who is the beneficial owner of such Class A-1 Book-Entry Note,
      as reflected in the books of the Depository in respect of the Class A-1
      Notes or in the books of a person maintaining an account with that
      Depository (directly as a Clearing Agency Participant or as an indirect
      participant, in each case in accordance with the rules of that
      Depository).

      "CLASS A-1 NOTEHOLDER" in relation to a Class A-1 Note at any given time
      means the person then appearing in the US Dollar Note Register as the
      holder of the Class A-1 Note.

      "CLASS A-3 BOOK-ENTRY NOTE" means a Class A-3 Note issued or to be issued,
      as the case may be, by the Issuer in accordance with clause 3.3(a) to the
      initial Depository in respect of the Class A-3 Notes or its nominee or
      subsequently transferred to a replacement Depository or its nominee.

      "CLASS A-3 DEFINITIVE NOTE" means a Class A-3 Note issued or to be issued,
      as the case may be, by the Issuer in accordance with clause 3.4.

      "CLASS A-3 NOTE" means a debt security described in clause 3.1(b) issued
      by the Issuer, in its capacity as trustee of the Series Trust, pursuant to
      the provisions of this Deed (whether as a Class A-3 Book-Entry Note or a
      Class A-3 Definitive Note).

      "CLASS A-3 NOTE OWNER" means, with respect to a Class A-3 Book-Entry Note,
      the person who is the beneficial owner of such Class A-3 Book-Entry Note,
      as reflected in the books of the Depository in respect of the Class A-3
      Notes or in the books of a person maintaining an account with that
      Depository (directly as a Clearing Agency Participant or as an indirect
      participant, in each case in accordance with the rules of that
      Depository).

      "CLASS A-3 NOTEHOLDER" in relation to a Class A-3 Note at any given time
      means the person then appearing in the Euro Note Register as the holder of
      the Class A-3 Note.

      "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other
      financial institution or other person for whom from time to time a
      Depository effects book-entry transfers and pledges of securities
      deposited with that Depository.

      "COMMISSION" means the Securities and Exchange Commission of the United
      States of America, as from time to time constituted, created under the
      Exchange Act, or if at any time after the execution of this Deed that
      Commission is not existing and performing the duties now assigned to it
      under the TIA, then the body performing those duties.

      "COUNSEL'S OPINION" means one or more written opinions of legal counsel
      (who may, except as otherwise expressly provided in this Deed, be
      employees or counsel of the Issuer or the Manager) acceptable to the
      Offered Note Trustee which:

      (a)  are addressed to the Offered Note Trustee (and which may also be
           addressed to other persons);


                                                                               2



      (b)  are in a form satisfactory to, and are subject to such qualifications
           and assumptions as are acceptable to, the Offered Note Trustee; and

      (c)  comply, where applicable, with the TIA,

      and which state, in the opinion of the legal counsel, the matter to be
      opined upon.

      "ELIGIBLE TRUST CORPORATION" means any person eligible for appointment as
      an institutional trustee under an indenture to be qualified pursuant to
      the TIA as prescribed in section 310(a) of the TIA.

      "EURO NOTE REGISTER" has the same meaning as in the Agency Agreement.

      "EURO NOTE REGISTRAR" has the same meaning as in the Agency Agreement.

      "EVENT OF DEFAULT" has the meaning ascribed to that term in the Security
      Trust Deed.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United
      States of America.

      "INTERESTED PERSONS" means a collective reference to the Issuer, the
      Offered Noteholders, the Offered Note Owners, the Manager and all persons
      claiming through them and "INTERESTED PERSON" means a several reference to
      all Interested Persons.

      "ISSUER" means Perpetual Trustee Company Limited ABN 42 000 001 007 or if
      Perpetual Trustee Company Limited ABN 42 000 001 007 retires or is removed
      as trustee of the Series Trusts (as defined in the Master Trust Deed), any
      then Substitute Trustee and includes the Manager when acting as the
      Trustee in accordance with the terms of the Master Trust Deed.

      "MAJORITY" in relation to the Offered Noteholders, means Offered
      Noteholders holding Offered Notes with an Invested Amount of greater than
      50% of the aggregate Invested Amount of all the Offered Notes.

      "MASTER TRUST DEED" means the Master Trust Deed dated 8 October 1997 and
      made between the Issuer and the Manager, as amended from time to time.

      "OFFERED BOOK-ENTRY NOTE" means, as the context requires, a Class A-1
      Book-Entry Note, a Class A-3 Book-Entry Note, or both.

      "OFFERED DEFINITIVE NOTE" means, as the context requires, a Class A-1
      Definitive Note, a Class A-3 Definitive Note, or both.

      "OFFERED NOTE" means, as the context requires, a Class A-1 Note, a Class
      A-3 Note, or both.

      "OFFERED NOTE OWNER" means, as the context requires, a Class A-1 Note
      Owner, a Class A-3 Note Owner, or both.

      "OFFERED NOTE REGISTER" has the same meaning as in the Agency Agreement.

      "OFFERED NOTE REGISTRAR" has the same meaning as in the Agency Agreement.

      "OFFERED NOTE TRUST" means the trust established under clause 2.2 of this
      Deed.

      "OFFERED NOTE TRUSTEE" means The Bank of New York or if The Bank of New
      York retires or is removed as Offered Note Trustee, any then Substitute
      Offered Note Trustee.

      "OFFERED NOTEHOLDER" means, as the context requires, a Class A-1
      Noteholder, a Class A-3 Noteholder, or both.


                                                                               3



      "OFFERED TRUST FUND" means:

      (a)  the Offered Note Trustee's rights, remedies and powers under this
           Deed, the Security Trust Deed and each other Transaction Document to
           which the Offered Note Trustee is expressed to be a party;

      (b)  the Offered Note Trustee's right, title and interest as a beneficiary
           of the Security Trust; and

      (c)  any other property and benefits which the Offered Note Trustee holds
           on trust for the Offered Noteholders under this Deed.

      "PAYMENT MODIFICATION" means any alteration, addition or revocation of any
      provision of this Deed, the Offered Notes (including the Offered Note
      Conditions), the Master Trust Deed to the extent that it applies to the
      Series Trust, the Series Supplement 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 Offered Notes including, without
           limitation, any modification to the Stated Amount, Invested Amount,
           interest rate or maturity date of the Offered Notes or to clause 10
           of the Series Supplement, conditions 5.4, 6.3, 6.4, 6.10 and 7.2 of
           the Offered Note Conditions or clause 13 of the Security Trust Deed
           or which would impair the rights of Offered 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" in this clause 1.1,
           clause 21.5 of this Deed or the circumstances in which the consent or
           direction of a Special Majority of Offered 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 Offered Note Trust Deed or the Offered Notes (including the
           Offered Note Conditions).

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

      "SECURED CREDITOR" has the same meaning as in the Security Trust Deed.

      "SECURITY TRUST" has the same meaning as in the Security Trust Deed.

      "SERIES SUPPLEMENT" means the Series Supplement dated on or about the date
      of this deed between the Commonwealth Bank of Australia ABN 48 123 123
      124, Homepath Pty Limited ABN 35 081 986 530, the Manager and the Issuer.

      "SERIES TRUST" means the trust known as the Medallion Trust Series [ ]
      established pursuant to the Master Trust Deed and the Series Supplement.

      "SPECIAL MAJORITY" in relation to the Offered Noteholders, means Offered
      Noteholders holding Offered Notes with an aggregate Invested Amount of no
      less than 75% of the aggregate Invested Amount of all the Offered Notes.

      "STATUTE" means any legislation now or hereafter in force of the
      Parliament of the Commonwealth of Australia or of any State or Territory
      thereof or of any legislative body of any other country or political
      subdivision thereof and any rule regulation ordinance by-law statutory
      instrument order or notice now or hereafter made under such legislation.


                                                                               4



      "SUBSTITUTE OFFERED NOTE TRUSTEE" means at any given time means the entity
      then appointed as Offered Note Trustee under clause 14.

      "TIA" means the Trust Indenture Act of 1939 of the United States of
      America as in force at the date of this Deed, or, if this Deed is first
      qualified under the Trust Indenture Act after the issue of Offered Notes,
      as in force at the date of such qualification.

      "US DOLLAR NOTE REGISTER" has the same meaning as in the Agency Agreement.

      "US DOLLAR NOTE REGISTRAR" has the same meaning as in the Agency
      Agreement.

      "VOTING SECURED CREDITORS" has the same meaning as in the Security Trust
      Deed.

1.2   SERIES SUPPLEMENT AND MASTER TRUST DEED DEFINITIONS

      Subject to clause 1.7, unless defined in this Deed, words and phrases
      defined in either or both of the Master Trust Deed and the Series
      Supplement have the same meaning in this Deed. Where there is any
      inconsistency in a definition between this Deed (on the one hand) and the
      Master Trust Deed or the Series Supplement (on the other hand), this Deed
      prevails. Where there is any inconsistency in a definition between the
      Master Trust Deed and the Series Supplement, the Series Supplement
      prevails over the Master Trust Deed in respect of this Deed. Subject to
      clause 1.7, where words or phrases used but not defined in this Deed are
      defined in the Master Trust Deed in relation to a Series Trust (as defined
      in the Master Trust Deed) and/or an Other Trust such words or phrases are
      to be construed in this Deed, where necessary, as being used only in
      relation to the Series Trust (as defined in this Deed) and/or the CBA
      Trust (as defined in the Series Supplement), as the context requires.

1.3   INTERPRETATION

      In this Deed unless the contrary intention appears:

      (a)  the expression "PERSON" includes an individual, a corporation and a
           Governmental Agency;

      (b)  the expression "OWING" includes amounts that are owing whether such
           amounts are liquidated or not or are contingent or presently accrued
           due and includes all rights sounding in damages only;

      (c)  the expression "POWER" in relation to a person includes all powers,
           authorities, rights, remedies, privileges and discretions conferred
           upon that person by the Transaction Documents, by any other deed,
           agreement, document, or instrument, by any Statute or otherwise by
           law;

      (d)  a reference to any person includes that person's executors,
           administrators, successors, substitutes and assigns, including any
           person taking by way of novation;

      (e)  subject to clause 1.7, a reference to this Deed, the Master Trust
           Deed or to any other deed, agreement, document or instrument includes
           respectively this Deed, the Master Trust Deed or such other deed,
           agreement, document or instrument as amended, novated, supplemented,
           varied or replaced from time to time;

      (f)  a reference to any Statute, other than the TIA, or to any section or
           provision of any Statute, other than any section or provision of the
           TIA, includes any statutory modification or re-enactment or any
           statutory provision substituted therefore and all ordinances, by-laws
           regulations and other statutory instruments issued thereunder;


                                                                               5



      (g)  a reference to a Related Body Corporate includes a corporation which
           is or becomes a Related Body Corporate during the currency of this
           Deed;

      (h)  words importing the singular include the plural (and vice versa) and
           words denoting a given gender include all other genders;

      (i)  headings are for convenience only and do not affect the
           interpretation of this Deed;

      (j)  a reference to a clause is a reference to a clause of this Deed;

      (k)  a reference to a Schedule is a reference to a Schedule to this Deed;

      (l)  where any word or phrase is given a defined meaning any other part of
           speech or other grammatical form in respect of such word or phrase
           has a corresponding meaning;

      (m)  all accounting terms used in this Deed have the same meaning ascribed
           to those terms under accounting principles and practices generally
           accepted in Australia from time to time;

      (n)  a reference to a party is a reference to a party to this Deed;

      (o)  a reference to time is a reference to New York time;

      (p)  a reference to any thing is a reference to the whole and each part of
           it and a reference to a group of persons is a reference to all of
           them collectively, to any two or more of them collectively and to
           each of them individually;

      (q)  if an act prescribed under this Deed to be done by a party on or by a
           given day is done after 5.30 pm on that day, it is to be taken to be
           done on the following day;

      (r)  where any day on which a payment is due to be made or a thing is due
           to be done under this Deed is not a Business Day, that payment must
           be made or that thing must be done on the immediately succeeding
           Business Day;

      (s)  a reference to "WILFUL DEFAULT" in relation to the Issuer, the
           Offered Note Trustee or the Manager means, subject to clause 1.3(t),
           any wilful failure to comply with, or wilful breach by, the Issuer,
           the Offered Note Trustee or the Manager (as the case may be) of any
           of its obligations under any Transaction Document, other than a
           failure or breach which:

           (i)  A.    arises as a result of a breach of a Transaction Document
                      by a person other than:

                      1)   the Issuer, the Offered Note Trustee or the Manager
                           (as the case may be); or

                      2)   any other person in referred to in clause 1.3(t) in
                           relation to the Issuer, the Offered Note Trustee or
                           the Manager (as the case may be); and

                 B.   the performance of the action (the non-performance of
                      which gave rise to such breach) is a pre-condition to the
                      Issuer, the Offered Note Trustee or the Manager (as the
                      case may be) performing the said obligation;

           (ii)  is in accordance with a lawful court order or direction or
                 required by law; or


                                                                               6



           (iii) is:

                 A.   in accordance with any proper instruction or direction of
                      the Voting Secured Creditors given at a meeting of Voting
                      Secured Creditors convened pursuant to the Security Trust
                      Deed;

                 B.   in accordance with any proper instruction or direction of
                      a Majority (or a Special Majority) of the Offered
                      Noteholders given in accordance with this Deed; or

                 C.   in accordance with any proper instruction or direction of
                      the Investors given at a meeting convened under the Master
                      Trust Deed (as amended by the Series Supplement);

      (t)  a reference to the "FRAUD", "NEGLIGENCE", "WILFUL DEFAULT" or "BREACH
           OF TRUST" of the Issuer, the Offered Note Trustee or the Manager
           means the fraud, negligence, wilful default or breach of trust of the
           Issuer, the Offered Note Trustee or the Manager (as the case may be)
           and of its officers, employees, agents and any other person where the
           Issuer, the Offered Note Trustee or the Manager (as the case may be)
           is liable for the acts or omissions of such other person under the
           terms of any Transaction Document;

      (u)  subject to the mandatory provisions of the TIA and clause 21.2, each
           party will only be considered to have knowledge or awareness of, or
           notice of, a thing or grounds to believe anything by virtue of the
           officers of that party (or any Related Body Corporate of that party)
           which have the day to day responsibility for the administration or
           management of that party's (or a Related Body Corporate of that
           party's) obligations in relation to the Series Trust, the Offered
           Note Trust or this Deed, having actual knowledge, actual awareness or
           actual notice of that thing, or grounds or reason to believe that
           thing (and similar references will be interpreted in this way). In
           addition, notice, knowledge or awareness of an Event of Default,
           Potential Event of Default, Servicer Default, Perfection of Title
           Event, Trustee Default or Manager Default means notice, knowledge or
           awareness of the occurrence of the events or circumstances
           constituting an Event of Default, Potential Event of Default,
           Servicer Default, Perfection of Title Event, Trustee Default or
           Manager Default, as the case may be; and

      (v)  a reference to prospective liabilities includes, without limitation,
           the liabilities of the Issuer under the Transaction Documents.

1.4   ISSUER'S CAPACITY

      In this Deed, unless expressly specified otherwise:

      (a)  (REFERENCES TO ISSUER): a reference to the Issuer is a reference to
           the Issuer in its capacity as trustee of the Series Trust only, and
           in no other capacity; and

      (b)  (REFERENCES TO ASSETS OF ISSUER): a reference to the undertaking,
           assets, business or money of the Issuer is a reference to the
           undertaking, assets, business or money of the Issuer in the capacity
           referred to in paragraph (a).

1.5   BENEFIT OF COVENANTS UNDER THIS DEED

      Unless the context indicates a contrary intention, the Offered Note
      Trustee holds the covenants, undertakings and other obligations and
      liabilities of the Issuer and the Manager


                                                                               7



      under this Deed on trust for the benefit of the Offered Noteholders on the
      terms and conditions of this Deed.

1.6   OBLIGATIONS SEVERAL

      The obligations of the parties under this Deed are several.

1.7   INCORPORATED DEFINITIONS AND OTHER PROVISIONS

      Where in this Deed 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
      Transaction Document or to that provision (as the case may be) will be of
      no effect for the purposes of this Deed unless and until the amendment:

      (a)  (NO PAYMENT MODIFICATION): if it does not effect a Payment
           Modification is either:

           (i)   if the Offered Note Trustee is of the opinion that the
                 amendment will not be materially prejudicial to the interests
                 of the Offered Noteholders, consented to by the Offered Note
                 Trustee; or

           (ii)  otherwise, approved by a Special Majority of the Offered
                 Noteholders; or

      (b)  (PAYMENT MODIFICATION): if the amendment does effect a Payment
           Modification, is consented to by each Offered Noteholder.

1.8   INTERPRETATION OF PROVISIONS INCORPORATED FROM TIA

      Where a provision of the TIA is incorporated into this Deed in accordance
      with the TIA (as described in clause 19.5) the following terms used in
      that provision have the following meanings in this Deed:

      "COMMISSION" has the meaning given to that term in clause 1.1.

      "DEFAULT" means an Event of Default.

      "INDENTURE SECURITIES" means the Offered Notes.

      "INDENTURE SECURITY HOLDER" means an Offered Noteholder.

      "INDENTURE TO BE QUALIFIED" means this Deed.

      "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Offered Note
      Trustee.

      "OBLIGOR UPON THE INDENTURE SECURITIES" means the Issuer.

      Any other term, expression or provision which is used in this Deed in
      respect of a section or provision of the TIA and which is defined in the
      TIA, defined in the TIA by reference to another Statute or defined by or
      in any rule of or issued by the Commission, will have the meaning assigned
      to it by such definitions. Any term or expression that is used in both:

      (a)  (TIA): a mandatory provision of the TIA; and

      (b)  (THIS DEED): a clause of this Deed that, on its face, appears to
           satisfy or reflect that mandatory provision of the TIA, will be
           construed and interpreted as a Federal court of the United States of
           America would construe and interpret the term or expression.


                                                                               8



2.    THE OFFERED NOTE TRUST

2.1   APPOINTMENT OF OFFERED NOTE TRUSTEE

      The Offered Note Trustee is hereby appointed and agrees to act as trustee
      of the Offered Note Trust (with effect from the constitution of the
      Offered Note Trust) on the terms and conditions in this Deed.

2.2   DECLARATION OF OFFERED NOTE TRUST

      The Offered Note Trustee declares that it holds the Offered Trust Fund on
      trust for those persons who are Offered Noteholders from time to time.

2.3   DURATION OF OFFERED NOTE TRUST

      The Offered Note Trust commences on the date of this Deed and terminates
      on the first to occur of:

      (a)  (REDEMPTION OF OFFERED NOTES): the date 6 months after the Offered
           Note Trustee has been satisfied that all moneys owing by the Issuer
           or the Manager in respect of or in relation to the Offered Notes or
           this Deed have been duly paid;

      (b)  (CHARGE RELEASE DATE): the Charge Release Date; and

      (c)  (80TH ANNIVERSARY): the 80th anniversary of the date of this Deed.

2.4   BENEFIT OF OFFERED NOTE TRUST

      Each Offered Noteholder is entitled to the benefit of the Offered Note
      Trust on the terms and conditions contained in this Deed.

2.5   INTERESTED PERSONS BOUND

      The provisions of this Deed, the Offered Notes (including the Offered Note
      Conditions), the Master Trust Deed, the Series Supplement and the Security
      Trust Deed are binding upon every Interested Person.

3.    AMOUNT, FORM AND ISSUE OF OFFERED NOTES

3.1   AGGREGATE AMOUNT AND DENOMINATION

      (a)  (CLASS A-1 NOTES): The aggregate principal amount of the Class A-1
           Notes will be the US$ amount specified as the aggregate principal
           amount of the Class A-1 Notes in the Underwriting Agreement and, in
           the case of the Class A-1 Definitive Notes, will be issued in minimum
           denominations of US$[ ] and integral multiples of US$[_].

      (b)  (CLASS A-3 NOTES): The aggregate principal amount of the Class A-3
           Notes will be the (euro) amount specified as the aggregate principal
           amount of the Class A-3 Notes in the Subscription Agreement and, in
           the case of the Class A-3 Definitive Notes, will be issued in minimum
           denominations of (euro)[_] and integral multiples of (euro)[_].

3.2   DESCRIPTION AND FORM OF OFFERED NOTES

      (a)  (FORM OF OFFERED NOTES): The Offered Notes must be serially numbered
           and typewritten or printed (in the case of Offered Book-Entry Notes)
           or typewritten,


                                                                               9



           printed, lithographed or engraved or produced by any combination of
           these methods and with or without steel borders (in the case of
           Offered Definitive Notes) in the form or substantially in the form
           set out in Schedule 1.

      (b)  (SIGNING OF OFFERED NOTES): Each Offered Note must be signed by an
           Authorised Officer or other duly appointed representative of the
           Issuer on behalf of the Issuer.

      (c)  (AUTHENTICATION OF OFFERED NOTES): Each Offered Note must be
           authenticated by an Authorised Officer or other duly appointed
           representative of the Offered Note Trustee on behalf of the Offered
           Note Trustee. No Offered Note will be valid for any purpose unless
           and until so authenticated.

      (d)  (DATING OF OFFERED NOTES): The Offered Notes must be dated the date
           of their authentication.

3.3   INITIAL ISSUE AS BOOK-ENTRY NOTES

      (a)  (ISSUE AS BOOK-ENTRY NOTES): The Offered Notes will upon issue be
           represented by book-entry notes and will be initially registered in
           accordance with clause 4:

           (i)   in the case of the Class A-1 Notes, in the name of Cede & Co,
                 as nominee of The Depository Trust Company as the initial
                 Depository in respect of the Class A-1 Notes; and

           (ii)  in the case of the Class A-3 Notes, in the name of a common
                 depository for Clearstream Banking, societe anonyme and the
                 Euroclear System as the initial Depository in respect of the
                 Class A-3 Notes.

      (b)  (DELIVERY OF OFFERED BOOK-ENTRY NOTES): The Issuer must on the
           Closing Date deliver or procure the delivery of the Offered
           Book-Entry Notes to the Principal Paying Agent as custodian for the
           applicable Depository.

      (c)  (RIGHTS ATTACHING TO OFFERED BOOK-ENTRY NOTES): An Offered Book-Entry
           Note executed and authenticated in accordance with clause 3.2 will
           constitute binding and valid obligations of the Issuer. Until an
           Offered Book-Entry Note has been exchanged pursuant to this Deed, it
           will in all respects be entitled to the same benefits as an Offered
           Definitive Note except as specifically provided to the contrary in
           this Deed or the provisions of that Offered Book-Entry Note.

      (d)  (EXCHANGE ETC.): Subject to this Deed, the procedures relating to the
           exchange, authentication, delivery, surrender, cancellation,
           presentation, marking up or down of an Offered Book-Entry Note and
           any other matters to be carried out by the relevant parties upon
           exchange of any Offered Book-Entry Note will be made in accordance
           with the provisions of the Offered Book-Entry Notes and the normal
           practice of the applicable Depository or such Depository's nominee,
           the applicable Offered Note Registrar and the rules and procedures of
           the applicable Depository from time to time.

      (e)  (DEALINGS WITH DEPOSITORY): Unless and until the Offered Definitive
           Notes have been issued to an Offered Note Owner pursuant to clause
           3.4, the following provisions apply:

           (i)   the Issuer, the Manager, each Agent and the Offered Note
                 Trustee will be entitled to deal with the applicable Depository
                 for all purposes whatsoever (including the payment of principal
                 of and interest on the Offered Notes and the giving of
                 instructions or directions under this Deed) as the absolute
                 holder of the Offered Notes and none of the Issuer,


                                                                              10



                 the Manager, any Agent or the Offered Note Trustee will be
                 affected by notice to the contrary;

           (ii)  whenever a notice or other communication to the Offered
                 Noteholders is required under this Deed or any other
                 Transaction Document all such notices and communications must
                 be given to the applicable Depository and are not required to
                 be given to the Offered Note Owners;

           (iii) the rights of Offered Note Owners may be exercised only through
                 the applicable Depository and are limited to those established
                 by law and agreements between such Offered Note Owners and the
                 applicable Depository and/or the Clearing Agency Participants;

           (iv)  the Issuer, the Manager, each Agent and the Offered Note
                 Trustee may conclusively rely upon any statement from the
                 applicable Depository or any Clearing Agency Participant as to
                 the votes, instructions or directions it has received from
                 Offered Note Owners and/or Clearing Agency Participants.

           To the extent that the provisions of this clause 3.3 conflict with
           any other provisions of this Deed, the provisions of this clause 3.3
           prevail.

3.4   ISSUE OF OFFERED DEFINITIVE NOTES

      (a)  (EVENTS LEADING TO EXCHANGE): If:

           (i)   a Depository advises the Offered Note Trustee in writing that
                 the Depository is no longer willing or able properly to
                 discharge its responsibilities with respect to the relevant
                 Offered Notes and the Manager is unable to locate a qualified
                 successor to act as Depository for the relevant Offered Notes;

           (ii)  the Manager (at its option) advises the Issuer, the Offered
                 Note Trustee and the applicable Depository in writing that
                 Offered Definitive Notes are to be issued in replacement of the
                 relevant Offered Book Entry Notes; or

           (iii) an Event of Default has occurred and is subsisting and the
                 Offered Note Owners representing beneficial interests
                 aggregating to at least a majority of the aggregate Invested
                 Amount of the Offered Notes advise the Issuer through the
                 applicable Depository in writing that the continuation of a
                 book entry system through the applicable Depository is no
                 longer in the best interests of the Offered Note Owners,

           then the Issuer, on the direction of the Manager, must within 30 days
           of such event instruct the applicable Depository to notify all of the
           appropriate Offered Note Owners of the occurrence of any such event
           and of the availability of Offered Definitive Notes to such Offered
           Note Owners requesting the same. The Offered Note Trustee must
           promptly advise the Issuer and the Manager upon the occurrence of an
           event referred to in clause 3.4(a)(i) and the Issuer must promptly
           advise the Offered Note Trustee and the Manager upon the occurrence
           of an event referred to in clause 3.4(a)(iii).

      (b)  (EXCHANGE FOR OFFERED DEFINITIVE NOTES): Upon the surrender of
           Offered Book-Entry Notes to the Issuer by the applicable Depository
           following an instruction of the Issuer pursuant to clause 3.4(a), and
           the delivery by that Depository of the relevant registration
           instructions to the Issuer, the Issuer must


                                                                              11



           issue and execute and the Offered Note Trustee must authenticate and
           deliver Offered Definitive Notes of the same aggregate Invested
           Amount as those Offered Book-Entry Notes, replacing those Offered
           Book-Entry Notes, in accordance with clause 3.2 and the instructions
           of that Depository. None of the Offered Note Trustee, the Manager,
           the Issuer or any Agent will be liable for any delay in delivery of
           such instructions and each such person may conclusively rely on, and
           will be protected in relying on, such instructions.

      (c)  (NO OTHER ENTITLEMENT): No Offered Note Owner will be entitled to
           receive an Offered Definitive Note representing such Offered Note
           Owner's interest in an Offered Note, except as provided in this
           clause 3.4.

      (d)  (REGULATION S): Notwithstanding this clause 3.4, the Issuer will not
           be obligated to issue definitive Class A-3 Notes until the expiry of
           40 days after the later of the Issue Date and the date on which the
           relevant Class A-3 Notes are first offered to persons other than
           distributors in reliance on Regulation S of the Securities Act.

3.5   INDEMNITY FOR NON-ISSUE OF OFFERED DEFINITIVE NOTES

      If the Issuer is required to issue Offered Definitive Notes following an
      event specified in clause 3.4 but fails to do so within 30 days of
      delivery to the Issuer of the Offered Book-Entry Notes in accordance with
      clause 3.4 then the Issuer must, subject to clause 22, indemnify the
      Offered Note Trustee, the Offered Noteholders and Offered Note Owners, and
      keep them indemnified, against any loss or damage incurred by any of them
      if the amount received by the Offered Note Trustee, the Offered
      Noteholders or Offered Note Owners, respectively, is less than the amount
      that would have been received had Offered Definitive Notes been issued. If
      the Issuer breaches its obligations under clause 3.4, it is acknowledged
      and agreed that damages alone will not be an adequate remedy for such a
      breach and that, in addition to any other rights they may have, the
      Offered Note Trustee, the Offered Noteholders and the Offered Note Owners
      are entitled to sue the Issuer for specific performance, injunctive relief
      or other equitable relief to enforce the Issuer's obligations under clause
      3.4.

3.6   AUTHENTICATION OF OFFERED NOTES

      Notwithstanding any other provision of this Deed, the Offered Note Trustee
      shall not be required to authenticate any Offered Note unless it is
      directed to do so in writing by the Manager or the Issuer.

4.    OFFERED NOTE REGISTERS

4.1   MAINTENANCE OF OFFERED NOTE REGISTRARS

      The Issuer must procure that each Offered Note Register is maintained, and
      that Offered Notes are transferred, exchanged, replaced, redeemed and
      cancelled, all in accordance with the provisions of the Offered Notes
      (including the Offered Note Conditions) and the Agency Agreement. If at
      any time for any reason there ceases to be a person performing the
      functions of either Offered Note Registrar under the Agency Agreement, the
      Issuer must act as the applicable Offered Note Registrar and perform all
      of the obligations of such Offered Note Registrar contained in the Agency
      Agreement.

4.2   PROVISION OF OFFERED NOTEHOLDER INFORMATION

      (a)  (PROVISION OF INFORMATION): The Issuer must provide or procure the
           provision to the Offered Note Trustee (if the Offered Note Trustee is
           not the applicable Offered Note Registrar) at intervals of not more
           than 6 months (commencing as from the Closing Date), and at such
           other times as the Offered Note Trustee may request in


                                                                              12



           writing, all information in the possession or control of each Offered
           Note Registrar as to the names and addresses of the applicable
           Offered Noteholders, provided that the Issuer will not have any
           obligations pursuant to this clause 4.2(a) while the Offered Notes
           are all Offered Book-Entry Notes.

      (b)  (OFFERED NOTE TRUSTEE'S OBLIGATIONS): The Offered Note Trustee must
           preserve, in as current form as is reasonably practicable, the names
           and addresses of the Offered Noteholders provided to it pursuant to
           clause 4.2(a) or otherwise received by it in any capacity and must
           comply with its obligations pursuant to section 312(b) of the TIA.

      (c)  (PROTECTION): The Issuer, the Offered Note Trustee and each Offered
           Note Registrar will have the protection of section 312(c) of the TIA
           in relation to the disclosure of information in accordance with this
           clause 4.2.

4.3   OFFERED NOTE REGISTERS CONCLUSIVE

      An Offered Note is not a certificate of title and the US Dollar Note
      Register is the only conclusive evidence of title to Class A-1 Notes and
      the Euro Note Register is the only conclusive evidence of title to Class
      A-3 Notes.

5.    REPRESENTATIONS AND WARRANTIES

5.1   BY THE ISSUER

      The Issuer represents and warrants to the Offered Note Trustee that:

      (a)  (DUE INCORPORATION): it is duly incorporated and has the corporate
           power to own its property and to carry on its business as is now
           being conducted;

      (b)  (CONSTITUTION): the execution delivery and performance of this Deed
           does not violate its constitution;

      (c)  (CORPORATE POWER): it has the power and has taken all corporate and
           other action required to enter into this Deed and to authorise the
           execution and delivery of this Deed and the performance of its
           obligations under this Deed;

      (d)  (FILINGS): all corporate notices and all registrations with the
           Australian Securities and Investments Commission, the Commission or
           similar office in its jurisdiction of incorporation and in any other
           jurisdiction required to be filed or effected, as applicable, by it
           in connection with the execution, delivery and performance of this
           Deed have been filed or effected, as applicable, and all such filings
           and registrations are current, complete and accurate;

      (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
           valid, legally binding and enforceable obligations in accordance with
           the terms of this Deed except as such enforceability may be limited
           by any applicable bankruptcy, insolvency, reorganisation, moratorium
           or trust or general principles of equity or other similar laws
           affecting creditors' rights generally;

      (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery and
           performance of this Deed does not violate any existing law or
           regulation in any applicable jurisdiction or any document or
           agreement to which it is a party or which is binding upon it or any
           of its assets;

      (g)  (AUTHORISATION): all consents, licences, approvals and authorisations
           of every Governmental Agency required to be obtained by it in
           connection with the


                                                                              13



           execution, delivery and performance of this Deed in its personal
           capacity have been obtained and are valid and subsisting;

      (h)  (SERIES TRUST VALIDLY CREATED): the Series Trust has been validly
           created and is in existence at the date of this Deed;

      (i)  (SOLE TRUSTEE): it has been validly appointed as trustee of the
           Series Trust and is presently the sole trustee of the Series Trust;

      (j)  (MASTER TRUST DEED AND THE SERIES SUPPLEMENT): the Series Trust is
           solely constituted by the Master Trust Deed and the Series
           Supplement;

      (k)  (NO PROCEEDINGS TO REMOVE): it has received no notice and to its
           knowledge no resolution has been passed or direction or notice has
           been given, removing it as trustee of the Series Trust; and

      (l)  (NO BREACH): it is not in breach of any material provision of the
           Master Trust Deed or the Series Supplement.

5.2   BY THE MANAGER

      The Manager represents and warrants to the Offered Note Trustee that:

      (a)  (DUE INCORPORATION): it is duly incorporated and has the corporate
           power to own its property and to carry on its business as is now
           being conducted;

      (b)  (CONSTITUTION): its execution, delivery and performance of this Deed
           does not violate its constitution;

      (c)  (CORPORATE POWER): it has the power and has taken all corporate and
           other action required to enter into this Deed and to authorise the
           execution and delivery of this Deed and the performance of its
           obligations under this Deed;

      (d)  (FILINGS): it has filed all corporate notices and effected all
           registrations with the Australian Securities and Investments
           Commission, the Commission or similar office in its jurisdiction of
           incorporation and in any other jurisdiction as required by law and
           all such filings and registrations are current, complete and
           accurate;

      (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
           valid, legally binding and enforceable obligations in accordance with
           the terms of this Deed except as such enforceability may be limited
           by any applicable bankruptcy, insolvency, re-organisation, moratorium
           or trust or general principles of equity or other similar laws
           affecting creditors' rights generally;

      (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery and
           performance of this Deed does not violate any existing law or
           regulation in any applicable jurisdiction or any document or
           agreement to which it is a party or which is binding upon it or any
           of its assets;

      (g)  (AUTHORISATION): all consents, licences, approvals and authorisations
           of every Governmental Agency required to be obtained by the Manager
           in connection with the execution, delivery and performance of this
           Deed have been obtained and are valid and subsisting;

      (h)  (INVESTMENT COMPANY): the Series Trust is not, and, if all the
           parties to the Transaction Documents perform their obligations under
           the Transaction


                                                                              14



           Documents, will not become, an "investment company" as that term is
           defined in the Investment Company Act of 1940 of the United States of
           America; and

      (i)  (COMPLIANCE WITH TIA): this Deed has been duly qualified under the
           TIA.

5.3   BY THE OFFERED NOTE TRUSTEE

      The Offered Note Trustee represents and warrants to the Issuer and the
      Manager that:

      (a)  (DUE INCORPORATION): it is duly incorporated and has the corporate
           power to own its property and to carry on its business as is now
           being conducted;

      (b)  (CONSTITUTION): its execution, delivery and performance of this Deed
           does not violate its constitution;

      (c)  (CORPORATE POWER): it has the power and has taken all corporate and
           other action required to enter into this Deed and to authorise the
           execution and delivery of this Deed and the performance of its
           obligations under this Deed;

      (d)  (FILINGS): it has filed all corporate notices and effected all
           registrations with the Commission or similar office in its
           jurisdiction of incorporation and in any other jurisdiction as
           required by law and all such filings and registrations are current,
           complete and accurate;

      (e)  (LEGALLY BINDING OBLIGATION): its obligations under this Deed are
           valid, legally binding and enforceable obligations in accordance with
           the terms of this Deed except as such enforceability may be limited
           by any applicable bankruptcy, insolvency, re-organisation, moratorium
           or trust or general principles of equity or other similar laws
           affecting creditors' rights generally;

      (f)  (EXECUTION, DELIVERY AND PERFORMANCE): its execution, delivery and
           performance of this Deed does not violate any existing law or
           regulation in any applicable jurisdiction or any document or
           agreement to which it is a party or which is binding upon it or any
           of its assets;

      (g)  (AUTHORISATION): all consents, licences, approvals, authorisations of
           and filings with every Governmental Agency required to be obtained or
           made by the Offered Note Trustee in connection with the execution,
           delivery and performance of this Deed have been obtained or made and
           are valid and subsisting; and

      (h)  (ELIGIBLE TRUST CORPORATION): it is an Eligible Trust Corporation.

6.    COVENANTS BY ISSUER AND MANAGER

6.1   COVENANT TO PAY

      (a)  (COVENANT TO PAY): Subject to and in accordance with the provisions
           of this Deed, the Series Supplement and the Offered Notes (including,
           without limitation, clauses 6.1(b) and 22 and Condition 12 of the
           Offered Note Conditions), the Issuer covenants in favour of the
           Offered Note Trustee that it will duly and punctually repay the
           principal of and pay interest and all other amounts owing in relation
           to the Offered Notes to, or to the order of, the Offered Note Trustee
           in immediately available funds in US dollars (in the case of the
           Class A-1 Notes) and Euro (in the case of the Class A-3 Notes) as and
           when the same fall due for repayment or payment.


                                                                              15



      (b)  (SATISFACTION OF COVENANT): Subject to clause 6.1(b) of the Agency
           Agreement, every payment by or at the direction of the Issuer to the
           Principal Paying Agent or the Currency Swap Provider made in
           accordance with the Agency Agreement on account of an amount owing in
           relation to the Offered Notes will operate as payment by the Issuer
           to the Offered Note Trustee in satisfaction of the Issuer's
           obligations under clause 6.1(a).

6.2   COVENANT OF COMPLIANCE

      (a)  (OFFERED NOTES): The Issuer and the Manager each severally covenants
           in favour of the Offered Note Trustee that it will comply with all of
           its obligations under the Offered Notes (as if the provisions of the
           Offered Notes, including the Offered Note Conditions, were set out in
           full in this Deed).

      (b)  (TRANSACTION DOCUMENTS): The Issuer and the Manager each severally
           covenants in favour of the Offered Note Trustee that it will:

           (i)   comply with, perform and observe all of its material
                 obligations under all the other Transaction Documents to which
                 it is a party; and

           (ii)  use reasonable endeavours to procure that each other party to a
                 Transaction Document (other than the Offered Note Trustee) to
                 which it is a party complies with its material obligations
                 under that Transaction Document.

6.3   OTHER COVENANTS

      The Issuer and the Manager each severally covenants in favour of the
      Offered Note Trustee that so long as any Offered Notes remain outstanding,
      and unless the Offered Note Trustee agrees otherwise in accordance with
      this Deed, it will:

      (a)  (ASSISTANCE TO OFFERED NOTE TRUSTEE): provide to the Offered Note
           Trustee, as the Offered Note Trustee may reasonably require to enable
           the Offered Note Trustee to perform its duties and functions under
           this Deed, such information, copies of any accounting records and
           other documents, statements and reports required to be maintained by,
           or that are otherwise in the possession of, the Issuer or the
           Manager, as the case may be, or which it is entitled to obtain from
           any person and execute such documents and do such things, which the
           Issuer has the power to do under the Master Trust Deed and Series
           Supplement, as may be necessary, in the reasonable opinion of the
           Offered Note Trustee, to give effect to this Deed or any other
           Transaction Document to which the Offered Note Trustee is a party;

      (b)  (NOTIFY EVENTS OF DEFAULT ETC.): promptly notify the Offered Note
           Trustee upon becoming aware of the occurrence of an Event of Default,
           Potential Event of Default, Servicer Default, Perfection of Title
           Event, Trustee Default, Manager Default or Potential Termination
           Event and provide the Offered Note Trustee with details of such
           occurrence;

      (c)  (CERTIFICATE AS TO COMPLIANCE): provide to the Offered Note Trustee
           within 120 days after the end of each fiscal year of the Series Trust
           (commencing on the fiscal year ending in June 30, [_]):

           (i)   in accordance with section 314(a)(4) of the TIA, a brief
                 certificate from its principal executive officer, principal
                 financial officer or principal accounting officer as to his or
                 her knowledge of the activities of the Issuer and the Manager
                 in respect of the Series Trust during that year and of the
                 Issuer's or the Manager's, as the case may be, compliance with
                 all


                                                                              16



                 conditions, covenants and other provisions under this Deed
                 (including under clause 6.2(b) and determined without regard to
                 any period of grace or requirement of notice under this Deed or
                 any other Transaction Document) and giving reasonable details
                 about any non-compliance; and

           (ii)  a certificate (which may be part of the certificate referred to
                 in clause 6.3(c)(i)) from an Authorised Officer of the Issuer
                 and from an Authorised Officer of the Manager, as the case may
                 be, stating whether to the best of his or her knowledge in the
                 period since the date of execution of this Deed (in the case of
                 the first such certificate) based on a review of the activities
                 referred to in clause 6.3(c)(i) or since the provision of the
                 most recent certificate under this clause 6.3(c)(ii) (in the
                 case of any other such certificate), an Event of Default,
                 Potential Event of Default, Perfection of Title Event, Servicer
                 Default, Manager Default or Trustee Default has occurred and,
                 if any such event has occurred, giving reasonable details of
                 that event;

      (d)  (LISTING): in the case of the Manager only, procure that the Offered
           Notes are listed on the Daily Official List of the Irish Stock
           Exchange and are admitted to trading on the Irish Stock Exchange upon
           issue and use reasonable endeavours to maintain that listing and
           admission to trading (including by using reasonable endeavours to
           ensure compliance by the Issuer with the continuing obligations of
           the Issuer by virtue of the listing of the Offered Notes on the Daily
           Official List of the Irish Stock Exchange) provided that if having
           used reasonable endeavours it is unable to maintain such listing and
           admission to trading, or if the maintenance of such listing and
           admission to trading is unduly onerous, it must:

           (i)   use reasonable endeavours to obtain and maintain a quotation or
                 listing on another stock exchange or securities market (as
                 nominated by the Manager with the prior written approval of the
                 Offered Note Trustee, which approval must not be unreasonably
                 withheld or delayed, or if the Manager fails to make such a
                 nomination, as nominated by the Offered Note Trustee) in lieu
                 of the listing on the Daily Official List of the Irish Stock
                 Exchange; and

           (ii)  effect such amendments to this Deed, in accordance with clause
                 15, as are necessary, or as the Offered Note Trustee may
                 reasonably require, in order to comply with the requirements of
                 any such stock exchange or securities market;

      (e)  (FURNISH INFORMATION TO EXCHANGE): in the case of the Manager only,
           without limiting clause 6.3(d), provide or procure that there is
           provided to any stock exchange or securities market upon which the
           Offered Notes are listed or quoted all information required to be so
           provided as a requirement of such listing or quotation;

      (f)  (COPY NOTICES TO OFFERED NOTEHOLDERS): provide, or procure that there
           is provided, to the Offered Note Trustee a copy of each notice given
           to Offered Noteholders by the Issuer (at the same time as such notice
           is given);

      (g)  (AUDITOR'S REPORT): in the case of the Manager only, provide, or
           procure that there is provided, to the Offered Note Trustee, within
           10 Business Days of the date of its issue, a copy of each report
           issued by the Auditor pursuant to clauses 21.9 and 22.3 of the Master
           Trust Deed;

      (h)  (ACCESS TO RECORDS): allow the Offered Note Trustee, and any person
           appointed by the Offered Note Trustee to whom it has no reasonable
           objection, access at all times


                                                                              17



           during normal business hours, upon reasonable notice, to the
           accounting records of the Series Trust held by it or in its control;

      (i)  (OPINION AS TO FILING): procure that there is provided to the Offered
           Note Trustee in accordance with section 314(b) of the TIA:

           (i)   on the Closing Date, Counsel's Opinion either stating that the
                 Security Trust Deed has been properly recorded and filed so as
                 to make effective the Security Interest intended to be created
                 by the Security Trust Deed, and reciting the details of such
                 action, or stating that no such action is necessary to make
                 such Security Interest effective; and

           (ii)  within 120 days after the end of each fiscal year of the Series
                 Trust (commencing on the fiscal year ending in June 30, [ ]),
                 Counsel's Opinion either stating that such action has been
                 taken with respect to the recording, filing, re-recording and
                 re-filing of the Security Trust Deed as is necessary to
                 maintain the Security Interest created by the Security Trust
                 Deed and reciting the details of such action or stating that no
                 such action is necessary to maintain such Security Interest;

      (j)  (CHANGE OF MANAGER): in the case of the Issuer only, promptly notify
           the Offered Note Trustee of any retirement or replacement of the
           Manager pursuant to clause 20 of the Master Trust Deed and of the
           appointment of a Substitute Manager;

      (k)  (TRANSACTION DOCUMENTS): in the case of the Manager only, provide to
           the Offered Note Trustee, on or prior to the Issue Date in respect of
           the Offered Notes, one copy of each Transaction Document as at that
           Issue Date (other than any Transaction Document to which the Offered
           Note Trustee is a party) and provide to the Offered Note Trustee a
           copy of each Transaction Document executed after the Issue Date
           (other than any Transaction Document to which the Offered Note
           Trustee is a party) promptly after its execution; and

      (l)  (PAYING AGENTS TRUST): ensure that each Paying Agent agrees, as a
           term of its appointment, to hold in trust for the benefit of Offered
           Noteholders or the Offered Note Trustee all sums held by such Paying
           Agent for the payment of the principal of or interest on the Offered
           Notes and to promptly give to the Offered Note Trustee notice of any
           default by the Issuer (without regard to any grace period) in the
           making of any such payment.

6.4   COVENANTS BETWEEN ISSUER AND MANAGER

      (a)  (OBLIGATIONS OF MANAGER): Without limiting any other obligations of
           the Manager pursuant to any Transaction Document, the Manager
           covenants in favour of the Issuer to prepare and submit to the Issuer
           all documents required to be filed with or submitted to the
           Commission or the Irish Stock Exchange by the Issuer in relation to
           the Offered Notes, the Series Trust or this Deed at least, where
           possible, 5 Business Days before such filing or submission is
           required and to take such other actions as may reasonably be taken by
           the Manager to perform or ensure the performance by the Issuer of its
           obligations under the TIA, the Exchange Act or the listing rules of
           the Irish Stock Exchange in relation to the Offered Notes, the Series
           Trust or this Deed. No breach by the Issuer of any obligation under
           the TIA, the Exchange Act, the listing rules of the Irish Stock
           Exchange or this Deed will be considered to be fraudulent, negligent
           or wilful default for the purposes of clause 22.3 to the extent that
           it results from a breach by the Manager of this clause 6.4(a).

      (b)  (OBLIGATION OF ISSUER): Subject to compliance by the Manager with
           clause 6.4(a), the Issuer covenants in favour of the Manager to sign
           all documents and do all


                                                                              18



           things reasonably requested by the Manager in relation to the
           compliance by the Issuer or the Manager of its obligations under the
           TIA or the Exchange Act in relation to the Offered Notes, the Series
           Trust or this Deed.

7.    ENFORCEMENT

7.1   NOTICE FOLLOWING AN EVENT OF DEFAULT OR POTENTIAL EVENT OF DEFAULT

      If an Event of Default or Potential Event of Default has occurred and is
      known to the Offered Note Trustee, the Offered Note Trustee must:

      (a)  (NOTIFY OFFERED NOTEHOLDERS): notify each Offered Noteholder and such
           other persons as are specified in Section 313(c) of the TIA 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 Offered 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 Offered Note, the Offered 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
           Authorised Officers in good faith determine that withholding the
           notice is in the interest of Offered Noteholders;

      (b)  (DETERMINE WHETHER TO SEEK DIRECTIONS): if a meeting of Voting
           Secured Creditors is to be held under the Security Trust Deed,
           determine whether it proposes to seek directions from Offered
           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 the Offered
           Noteholders; and

      (c)  (VOTE AT MEETING OF SECURED CREDITORS): subject to clause 7.2, vote
           at any meeting of Voting Secured Creditors held under the Security
           Trust Deed in accordance with clause 9.8.

7.2   RESTRICTIONS ON ENFORCEMENT

      (a)  (OFFERED NOTES OUTSTANDING): If any of the Offered Notes remain
           outstanding and are due and payable otherwise than by reason of a
           default in payment of any amount due on the Offered Notes, the
           Offered 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:

           (i)   a sufficient amount would be realised to discharge in full all
                 amounts owing to the Offered Noteholders in respect of the
                 Offered Notes and any other amounts owing by the Issuer to any
                 other person ranking in priority to or equally with the Offered
                 Noteholders;

           (ii)  the Offered 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
                 Offered Note Trustee, that the cash flow receivable by the
                 Issuer (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, to
                 discharge in full in due course all the amounts referred to in
                 clause 7.2(a)(i); or

           (iii) the Offered Note Trustee is so directed by a Special Majority
                 of Offered Noteholders.


                                                                              19



      (b)  (LIABILITY FOR ENFORCEMENT): Subject to clauses 8.3, 9.3 and 9.5 and
           the mandatory provisions of the TIA, the Offered Note Trustee will
           not be liable for any decline in the value, nor any loss realised
           upon any sale or other dispositions made under the Security Trust
           Deed, of any Charged Property. Without limiting the foregoing, the
           Offered Note Trustee will not 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 in good faith based on
           advice received by it in accordance with clause 7.2(a).

7.3   OFFERED NOTE TRUSTEE MAY ENFORCE

      The Offered Note Trustee has the power, subject to clause 22:

      (a)  (ENFORCE FOLLOWING DEFAULT): in the event of a default in repayment
           of the principal or payment of interest by the Issuer in respect of
           any Offered Note when and as the same shall become due and payable,
           which default has continued for a period of 10 days, to recover
           judgment, in its own name and as trustee of the Offered Note Trust,
           against the Issuer upon the Offered Notes for the whole amount of
           such principal and interest remaining unpaid;

      (b)  (FILE PROOFS): to file such proofs of claim and other payments or
           documents as may be necessary or advisable in order to have the
           claims of the Offered Note Trustee and the Offered Noteholders
           allowed in any judicial proceedings in relation to the Issuer upon
           the Offered Notes, the Creditors in relation to the Series Trust or
           the Assets of the Series Trust;

      (c)  (COLLECT MONEYS): to collect and receive any moneys or other property
           payable or deliverable on any of those claims and to distribute those
           moneys; and

      (d)  (ENFORCE RIGHTS): if an Event of Default occurs and is subsisting, to
           proceed to protect and enforce its rights and the rights of the
           Offered Noteholders by such appropriate judicial proceedings as the
           Offered Note Trustee deems most effectual to protect and enforce any
           such rights, whether for the performance of any provision of this
           Deed or in aid of the exercise of any power under this Deed or to
           enforce any other proper remedy,

      but nothing in this clause 7.3 is to be construed as requiring the Offered
      Note Trustee to take any such action unless it has been directed to do so
      by a Special Majority of the Offered Noteholders and has been indemnified
      or put in funds to its satisfaction by the Offered Noteholders against any
      liability that it may incur as a result of taking such action. If the
      Offered Note Trustee takes any action to enforce any of the provisions of
      the Offered Notes proof that as regards any Offered Note the Issuer has
      not paid any principal or interest due in respect of that Offered Note
      will (unless the contrary is proved) be sufficient evidence that the
      Issuer has not paid that principal or interest on all other Offered Notes
      in respect of which the relevant payment is then due.

7.4   OFFERED NOTE TRUSTEE ALONE MAY ENFORCE

      Subject to clause 19.4 and the mandatory provisions of the TIA, only the
      Offered Note Trustee may enforce, or direct the Security Trustee to
      enforce, the obligations of the Issuer or the Manager to the Offered
      Noteholders under the Offered Notes, this Deed or any other Transaction
      Document. No Offered Noteholder is entitled to proceed directly against
      the Issuer or the Manager in respect of the Offered Notes, this Deed or
      any other Transaction Document.


                                                                              20



8.    OFFERED NOTE TRUSTEE'S POWERS, PROTECTIONS ETC.

8.1   OFFERED NOTE TRUSTEE'S ADDITIONAL POWERS, PROTECTIONS, ETC.

      By way of supplement to any Statute regulating the Offered Note Trust and
      in addition to the powers, rights and protections which may from time to
      time be vested in or available to the Offered Note Trustee by the general
      law it is expressly declared, notwithstanding anything to the contrary in
      this Deed (subject only to clauses 8.3, 9.3 and 9.5 and the mandatory
      provisions of the TIA) as follows.

      (a)  (LIABILITY TO ACCOUNT): The Offered Note Trustee is under no
           obligation to account to any Interested Person for any moneys
           received pursuant to this Deed or any other Transaction Document
           other than those received by the Offered Note Trustee from the Issuer
           or received or recovered by the Offered Note Trustee under this Deed
           or any other Transaction Document, subject always to such deductions
           and withholdings by the Offered Note Trustee as are authorised by
           this Deed. Obligations of the Offered Note Trustee to any Interested
           Person or any other person under or in connection with this Deed can
           only be enforced against the Offered Note Trustee to the extent to
           which they can be satisfied out of such moneys in accordance with
           this Deed.

      (b)  (OFFERED NOTES): The Offered Note Trustee is not responsible for the
           receipt or application of the proceeds of issue of any of the Offered
           Notes or (except when acting as the applicable Offered Note Registrar
           and to the extent specifically provided in this Deed or the Agency
           Agreement) for the exchange, transfer or cancellation of any Offered
           Note.

      (c)  (ACT ON PROFESSIONAL ADVICE): Subject to clause 9.2(b), the Offered
           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 Offered Note Trustee, or by a person
           other than Offered Note Trustee, where that opinion, advice or
           information is addressed to the Offered Note Trustee or by its terms
           is expressed to be capable of being relied upon by the Offered Note
           Trustee. Subject to clause 9.2(b), the Offered Note Trustee will not
           be responsible to any Interested Person for any loss occasioned by so
           acting and in reliance on such advice. Any such opinion, advice or
           information may be sent or obtained by letter, telex or facsimile
           transmission and the Offered Note Trustee will not be liable to any
           Interested Person for acting on any opinion, advice or information
           conforming with any applicable requirements of this Deed or the TIA
           and purporting to be conveyed by such means even though it contains
           some error which is not a manifest error or is not authentic.

      (d)  (NO ENQUIRY): Unless specifically required under this Deed, the
           Offered Note Trustee is not bound to give notice to any person of the
           execution of this Deed or to take any steps to ascertain whether
           there has occurred any Event of Default, Potential Event of Default,
           Perfection of Title Event, Servicer Default, Manager Default or
           Trustee Default or event which, with the giving of notice or the
           lapse of time would constitute a Perfection of Title Event, Servicer
           Default, Manager Default or Trustee Default or to keep itself
           informed about the circumstances of the Issuer or the Manager and,
           until it has actual knowledge or express notice to the contrary, the
           Offered Note Trustee may assume that no Event of Default, Potential
           Event of Default, Perfection of Title Event, Servicer Default,
           Manager Default or Trustee Default has occurred and that the Issuer,
           the Manager and each other party to the Transaction Documents (other
           than the Offered Note Trustee) are observing and performing all the
           obligations on their part contained in the Transaction Documents and
           need not inquire whether that is, in fact, the case (but nothing in
           this


                                                                              21



           clause 8.1(d) is to be construed as limiting the Offered Note
           Trustee's right to make such inquiries, in its discretion, and to
           exercise its powers under this Deed so to do).

      (e)  (ACTS PURSUANT TO DIRECTIONS): The Offered Note Trustee will not be
           responsible for having acted in good faith upon a direction given or
           purporting to have been given by a Majority of the Offered
           Noteholders even though it may subsequently be found that for any
           reason such direction was not valid or binding upon the Offered Note
           Trustee. However, for the purposes of determining whether a Majority
           of Offered Noteholders have given a direction which the Offered Note
           Trustee may rely upon in accordance with this clause, Offered Notes
           which the Offered Note Trustee knows are owned by the Issuer or the
           Manager or by any person directly or indirectly controlling or
           controlled by or under direct or indirect common control with the
           Issuer or the Manager, shall be disregarded.

      (f)  (RELIANCE): Subject to clause 9.2(b), the Offered Note Trustee is,
           for any purpose and at any time, entitled to rely on, act upon,
           accept and regard as conclusive and sufficient (without being in any
           way bound to call for further evidence or information or being
           responsible for any loss that may be occasioned by such reliance,
           acceptance or regard) any of the following:

           (i)   any information, report, balance sheet, profit and loss
                 account, certificate or statement supplied by the Issuer, the
                 Security Trustee or the Manager or by any officer, auditor or
                 solicitor of the Issuer, the Security Trustee or the Manager;

           (ii)  any information or statement provided to it in relation to the
                 Offered Notes, the Offered Noteholders or the Offered Note
                 Owners by the applicable Depository or its nominee;

           (iii) all statements (including statements made or given to the best
                 of the maker's knowledge and belief or similarly qualified)
                 contained in any information, report, balance sheet, profit and
                 loss account, certificate or statement given pursuant to or in
                 relation to this Deed, the Security Trust Deed, the Master
                 Trust Deed or the Series Supplement;

           (iv)  all accounts supplied to the Offered Note Trustee pursuant to
                 this Deed and all reports of the Auditor supplied to the
                 Offered Note Trustee pursuant to this Deed; and

           (v)   notices and other information supplied to the Offered Note
                 Trustee under this Deed,

           save, in each case, when it is actually aware that the information
           supplied pursuant to subclauses (i) to (v) is incorrect or
           incomplete.

      (g)  (DIRECTOR'S CERTIFICATES): Subject to clause 9.2(b), the Offered Note
           Trustee may call for and may accept as sufficient evidence of any
           fact or matter or of the expediency of any dealing, transaction, step
           or thing a certificate signed by any two directors or Authorised
           Officers of the Issuer or the Manager as to any fact or matter upon
           which the Offered Note Trustee may, in the exercise of any of its
           duties, powers, authorities and discretions under this Deed, require
           to be satisfied or to have information to the effect that in the
           opinion of the person or persons so certifying any particular
           dealing, transaction, step or thing is expedient and the Offered Note
           Trustee will not be bound to call for further evidence and will not
           be responsible for any loss that may be occasioned by acting on any
           such certificate (but nothing in this clause 8.1(g) is to be
           construed as either limiting the Offered Note Trustee's right to call
           for such evidence, in its discretion, and to exercise its


                                                                              22



           powers under this Deed so to do or permitting the Offered Note
           Trustee to rely on evidence of compliance with conditions precedent
           where such reliance is not permitted by section 314 of the TIA).

      (h)  (SIGNATURES): The Offered Note Trustee may rely in good faith on the
           validity of any signature on any Offered Note, transfer, form of
           application or other instrument or document unless the Offered Note
           Trustee has reason to believe that the signature is not genuine. The
           Offered Note Trustee is not liable to make good out of its own funds
           any loss incurred by any person if a signature is forged or otherwise
           fails to bind the person whose signature it purports to be or on
           whose behalf it purports to be made.

      (i)  (CUSTODY OF DOCUMENTS): The Offered Note Trustee may hold or deposit
           this Deed and any deed or documents relating to this Deed or to the
           Transaction Documents in any part of the world, other than the
           Commonwealth of Australia, and with any banker or banking company or
           entity whose business includes undertaking the safe custody of deeds
           or documents or with any lawyer or firm of lawyers reasonably
           believed by it to be of good repute and the Offered Note Trustee will
           not be responsible for any loss incurred in connection with any such
           holding or deposit and may pay all sums to be paid on account of or
           in respect of any such deposit.

      (j)  (DISCRETION): The Offered Note Trustee, as regards all the powers,
           trusts, authorities and discretions vested in it pursuant to this
           Deed, any other Transaction Document or otherwise, has, subject to
           any express provision to the contrary contained in this Deed or any
           other Transaction Document to which it is a party, absolute and
           uncontrolled discretion as to the exercise of such powers,
           authorities, trusts and discretions and will be in no way responsible
           to any Interested Person or any other person for any loss, costs,
           damages, expenses or inconvenience which may result from the exercise
           or non-exercise of such powers, authorities, trusts and discretions.
           Without limiting the foregoing, any consent or approval given by the
           Offered Note Trustee for the purposes of this Deed or any other
           Transaction Document may be given on such terms and subject to such
           conditions (if any) as the Offered Note Trustee thinks fit and,
           notwithstanding anything to the contrary in this Deed, may be given
           retrospectively.

      (k)  (EMPLOY AGENTS): Wherever it considers it expedient in the interests
           of the Offered Noteholders, the Offered Note Trustee may, instead of
           acting personally, employ and pay an agent selected by it, whether or
           not a lawyer or other professional person, to transact or conduct, or
           concur in transacting or conducting any business and to do or concur
           in doing all acts required to be done by the Offered Note Trustee
           (including the receipt and payment of money under this Deed). The
           Offered Note Trustee will not be responsible to any Interested Person
           for any misconduct, or default on the part of any such person
           appointed by it under this Deed or be bound to supervise the
           proceedings or acts of any such person, provided that the Offered
           Note Trustee has exercised good faith and due care in such
           appointment and that any such person will be a person who is in the
           opinion of the Offered Note Trustee appropriately qualified to do any
           such things. Any such agent being a lawyer, banker, broker or other
           person engaged in any profession or business will be entitled to
           charge and be paid all usual professional and other charges for
           business transacted and acts done by him or her or any partner of his
           or her or by his or her firm in connection with this Deed and also
           his or her reasonable charges in addition to disbursements for all
           other work and business done and all time spent by him or her or his
           or her partners or firm on matters arising in connection with this
           Deed including matters which might or should have been attended to in
           person by a trustee not being a lawyer, banker, broker or other
           professional person.


                                                                              23



      (l)  (DELEGATION): Subject to clause 8.5, the Offered Note Trustee may
           whenever it thinks it expedient in the interests of Offered
           Noteholders, delegate to any person or fluctuating body of persons
           selected by it all or any of the duties, powers, authorities, trusts
           and discretions vested in the Offered Note Trustee by this Deed
           provided that, except as provided in any Transaction Documents, the
           Offered Note Trustee may not delegate to such third parties any
           material part of its powers, duties or obligations as Offered Note
           Trustee (provided that following the occurrence of an Event of
           Default the Offered Note Trustee may delegate any of its powers,
           duties and obligations to be exercised or performed in Australia).
           Any such delegation may be by power of attorney or in such other
           manner as the Offered Note Trustee may think fit and may be made upon
           such terms and conditions (including power to sub-delegate) and
           subject to such regulations as the Offered Note Trustee may think
           fit. Provided that the Offered Note Trustee has exercised good faith
           and due care in the selection of such delegate, and subject to clause
           8.6, it will not be under any obligation to any Interested Person to
           supervise the proceedings or be in any way responsible for any loss
           incurred by reason of any misconduct or default on the part of any
           such delegate or sub-delegate.

      (m)  (APPLY TO COURT): The Offered Note Trustee may, whenever it thinks it
           expedient in the interests of the Offered Noteholders, apply to any
           court for directions in relation to any question of law or fact
           arising either before or after an Event of Default and assent to or
           approve any applications of any Offered Noteholder, the Issuer or the
           Manager.

      (n)  (DISCLOSURE): Subject to this Deed, any applicable laws and any duty
           of confidentiality owed by any Interested Person to any other person,
           the Offered Note Trustee may, for the purpose of meeting its
           obligations under this Deed, disclose to any Offered Noteholder any
           confidential, financial or other information made available to the
           Offered Note Trustee by an Interested Person or any other person in
           connection with this Deed.

      (o)  (DETERMINATION): The Offered Note Trustee, as between itself and the
           Offered Noteholders, has full power to determine (acting reasonably
           and in good faith) all questions and doubts arising in relation to
           any of the provisions of this Deed and every such determination,
           whether made upon such a question actually raised or implied in the
           acts or proceedings of the Offered Note Trustee, will be conclusive
           and will bind the Offered Note Trustee and the Offered Noteholders.

      (p)  (INTERESTS OF OFFERED NOTEHOLDERS): In connection with the exercise
           by it of any of its trusts, powers, authorities and discretions under
           this Deed or any other Transaction Document (including, without
           limitation, any modification, waiver, authorisation or
           determination), the Offered Note Trustee must where it is required to
           have regard to the interests of the Offered Noteholders, have regard
           to the general interests of the Offered Noteholders as a class. The
           Offered Note Trustee will not incur any liability to any Offered
           Noteholder as a result of the Offered Note Trustee giving effect to
           this clause 8.1(p).

      (q)  (ASSUMPTION AS TO PREJUDICE): The Offered Note Trustee is entitled to
           assume, for the purposes of exercising any power, trust, authority,
           duty or discretion under or in relation to the Offered Notes, this
           Deed or any other Transaction Document, that such exercise will not
           be materially prejudicial to the interests of the Offered Noteholders
           if each of the Rating Agencies has confirmed in writing that such
           exercise will not result in the reduction, qualification or
           withdrawal of the credit rating then assigned by it to the Offered
           Notes (but nothing in this clause is to be construed as requiring the
           Offered Note Trustee to obtain such confirmation).


                                                                              24



      (r)  (VALIDITY OF TRANSACTION DOCUMENTS): The Offered Note Trustee is not
           responsible for the execution, delivery, legality, effectiveness,
           adequacy, genuineness, validity, performance, enforceability,
           admissibility in evidence, form or content of this Deed or any other
           Transaction Document (other than the execution and delivery by it of
           this Deed and each other Transaction Document to which it is
           expressed to be a party and the performance of those obligations
           expressed to be binding on it under this Deed and such Transaction
           Documents) and is not liable for any failure to obtain any licence,
           consent or other authority for the execution, delivery, legality,
           effectiveness, adequacy, genuineness, validity, performance,
           enforceability or admissibility in evidence of this Deed or any other
           Transaction Document except to the extent specifically provided in
           this Deed or such Transaction Document. The Offered Note Trustee is
           not responsible for recitals, statements, warranties or
           representations of any party (other than itself) contained in any
           Transaction Document (and is entitled to assume the accuracy and
           correctness thereof).

      (s)  (DEFECT IN SECURITY INTEREST): The Offered Note Trustee is not bound
           or concerned to examine or enquire into nor is it liable for any
           defect in or failure to perfect any Security Interest created or
           purported to be created by the Security Trust Deed and the Offered
           Note Trustee may accept without enquiry, requisition or objection
           such title as the Issuer may have to the Charged Property or any part
           thereof from time to time and shall not be bound to investigate or
           make any enquiry into the title of the Issuer to the Charged Property
           or any part thereof from time to time.

      (t)  (OFFERED NOTEHOLDERS RESPONSIBLE): Each Offered Noteholder is solely
           responsible for making its own independent appraisal of and
           investigation into the financial condition, creditworthiness,
           condition, affairs, status and, nature of the Issuer and the Series
           Trust and the Offered Note Trustee does not at any time have any
           responsibility for the same and no Offered Noteholder may rely on the
           Offered Note Trustee in respect of such appraisal and investigation.

      (u)  (LIMIT ON OBLIGATIONS): No provision of this Deed or any other
           Transaction Document requires the Offered Note Trustee to do anything
           which may be contrary to any applicable law or regulation or to
           expend or risk its own funds or otherwise incur any financial
           liability in the performance of any of its duties, or in the exercise
           of any of its rights or powers, if it shall have reasonable grounds
           for believing that repayment of such funds or full indemnity against
           such risk or liability is not assured to it. Except for the
           obligations imposed on it under this Deed, the Offered Notes or any
           other Transaction Document, the Offered Note Trustee is not obliged
           to do or omit to do any thing, including entering into any
           transaction or incurring any liability unless the Offered Note
           Trustee's liability, is limited in a manner satisfactory to the
           Offered Note Trustee in its absolute discretion.

      (v)  (NO DUTY TO PROVIDE INFORMATION): Subject to the express requirements
           of this Deed or otherwise as required by any law, the Offered Note
           Trustee has no duty (either initially, or on a continuing basis) to
           consider or provide any Offered Noteholders with any confidential
           financial, price sensitive or other information made available by the
           Issuer, the Manager or any other person under or in connection with
           this Deed or any Transaction Document (whenever coming into its
           possession) and no Offered Noteholder is entitled to take any action
           to obtain from the Offered Note Trustee any such information.

      (w)  (NO LIABILITY FOR BREACH): The Offered Note Trustee is not to be
           under any liability whatsoever for a failure to take any action in
           respect of any breach by the Issuer of its duties as trustee of the
           Series Trust of which the Offered Note Trustee is not


                                                                              25



           aware or in respect of any Event of Default or Potential Event of
           Default of which the Offered Note Trustee is not aware.

      (x)  (DISPUTE OR AMBIGUITY): In the event of any dispute or ambiguity as
           to the construction or enforceability of this Deed or any other
           Transaction Document, or the Offered Note Trustee's powers or
           obligations under or in connection with this Deed or the
           determination or calculation of any amount or thing for the purpose
           of this Deed or the construction or validity of any direction from
           Offered Noteholders, provided the Offered Note Trustee is using
           reasonable endeavours to resolve such ambiguity or dispute, the
           Offered Note Trustee, in its absolute discretion, may (but will have
           no obligation to) refuse to act or refrain from acting in relation to
           matters affected by such dispute or ambiguity.

      (y)  (LOSS TO CHARGED PROPERTY): The Offered 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 the Collections Account
           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 or wilful default of
           the Offered Note Trustee.

      (z)  (CONVERSION OF MONEY): Where necessary or expedient in order to
           fulfil its obligations under this Deed or any Transaction Document
           the Offered Note Trustee may convert any moneys forming part of the
           Offered Trust Fund from one currency into another at such market
           exchange rate or rates as are reasonably determined by the Offered
           Note Trustee.

      (aa) (RATINGS): Except as otherwise provided in this Deed or any other
           Transaction Document, the Offered Note Trustee has no responsibility
           for the maintenance of any rating of the Offered Notes by any Rating
           Agency or any other person.

      (bb) (NO LIABILITY FOR TAX ON PAYMENTS): The Offered Note Trustee has no
           responsibility whatsoever to any Offered Noteholder or any other
           person in relation to any deficiency in a payment by the Offered Note
           Trustee to any Offered Noteholders if that deficiency arises as a
           result of the Offered Note Trustee or the Issuer being subject to any
           Tax in respect of that payment, the Charged Property, the Security
           Trust Deed, this Deed or any income or proceeds from them.

8.2   WAIVERS

      Subject to clause 7.1(a), the Offered Note Trustee may, and if directed to
      do so by a Majority of Offered Noteholders must, on such terms and
      conditions as it may deem reasonable, without the consent of any of the
      Offered 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, the Manager or any other person which, unless the
      Offered Note Trustee is acting on the direction of a Majority of Offered
      Noteholders, is not, in the opinion of the Offered Note Trustee,
      materially prejudicial to the interests of the Offered Noteholders as a
      class. No such waiver, authorisation or determination may be made in
      contravention of any prior direction by a Majority of the Offered
      Noteholders. No direction of the Offered Noteholders shall affect any such
      waiver, authorisation or determination previously given or made. Any such
      waiver, authorisation or determination will, if the Offered Note Trustee
      so requires, be notified to the Offered Noteholders by the Issuer as soon
      as practicable after it is made in accordance with this Deed.


                                                                              26



8.3   OFFERED NOTE TRUSTEE'S LIABILITY

      Nothing in this Deed or any other Transaction Document will in any case in
      which the Offered Note Trustee has failed to show the degree of care and
      diligence required of it as trustee having regard to the provisions of
      this Deed and the mandatory provisions of the TIA conferring on it any
      trusts, powers, authorities or discretions exempt the Offered Note Trustee
      from or indemnify it against any liability for breach of trust or any
      liability which by virtue of any rule of law would otherwise attach to it
      in respect of fraud or wilful default of which it may be guilty in
      relation to its duties under this Deed.

8.4   DEALINGS WITH SERIES TRUST

      Subject to clause 9.7, none of the:

      (a)  (OFFERED NOTE TRUSTEE): Offered Note Trustee in its personal or any
           other capacity;

      (b)  (RELATED BODIES CORPORATE): Related Bodies Corporate of the Offered
           Note Trustee;

      (c)  (DIRECTORS ETC.): directors or officers of the Offered Note Trustee
           or its Related Bodies Corporate; or

      (d)  (SHAREHOLDERS): shareholders of the Offered Note Trustee or its
           Related Bodies Corporate,

      is prohibited from:

      (e)  (SUBSCRIBING FOR): subscribing for, purchasing, holding, dealing in
           or disposing of Offered Notes;

      (f)  (CONTRACTING WITH): at any time:

           (i)   contracting with;

           (ii)  acting in any capacity as representative or agent for; or

           (iii) entering into any financial, banking, agency or other
                 transaction with,

           any other of them, the Issuer, the Manager or any Secured Creditor
           (including any Offered Noteholder); or

      (g)  (BEING INTERESTED IN): being interested in any contract or
           transaction referred to in paragraphs (e) or (f).

      None of the persons mentioned is liable to account to the Offered
      Noteholders for any profits or benefits (including, without limitation,
      bank charges, commission, exchange brokerage and fees) derived in
      connection with any contract or transaction referred to in paragraphs (e)
      or (f). The preceding provisions of this clause 8.4 only apply if the
      relevant person, in connection with the action, contract or transaction,
      acts in good faith to all Offered Noteholders and, in the case of the
      Offered Note Trustee, are subject to section 311(a) of the TIA.

8.5   DELEGATION OF DUTIES OF OFFERED NOTE TRUSTEE

      The Offered Note Trustee must not delegate to any person any of its
      trusts, duties, powers, authorities or discretions under this Deed except:


                                                                              27



      (a)  (RELATED BODY CORPORATE): to a Related Body Corporate of the Offered
           Note Trustee; or

      (b)  (AS OTHERWISE PERMITTED): in accordance with the provisions of this
           Deed or otherwise as agreed by the Manager.

8.6   RELATED BODY CORPORATE OF THE OFFERED NOTE TRUSTEE

      Where the Offered Note Trustee delegates any of its trusts, duties,
      powers, authorities and discretions to any person who is a Related Body
      Corporate of the Offered Note Trustee, the Offered Note Trustee at all
      times remains liable for the acts or omissions of such Related Body
      Corporate and for the payment of fees of that Related Body Corporate when
      acting as delegate.

9.    DUTIES OF THE OFFERED NOTE TRUSTEE

9.1   OFFERED NOTE TRUSTEE'S GENERAL DUTIES

      The Offered Note Trustee must comply with the duties imposed on it by this
      Deed, the Offered Notes (including the Offered Note Conditions) and each
      other Transaction Document to which it is a party and must:

      (a)  (ACT CONTINUOUSLY): act continuously as trustee of the Offered Note
           Trust until the Offered Note Trust is terminated in accordance with
           this Deed or until it has retired or been removed in accordance with
           this Deed; and

      (b)  (HAVE REGARD TO THE INTERESTS OF OFFERED NOTEHOLDERS): in the
           exercise of all discretions vested in it by this Deed and all other
           Transaction Documents, except where expressly provided otherwise,
           have regard to the interest of the Offered Noteholders as a class.

9.2   DUTIES OF THE OFFERED NOTE TRUSTEE PRIOR TO EVENT OF DEFAULT

      Prior to an Event of Default:

      (a)  (OFFERED NOTE TRUSTEE NOT LIABLE): the Offered Note Trustee shall not
           be liable except for the performance of such duties as are
           specifically set out in this Deed, the Offered Notes (including the
           Offered Note Conditions) or any other Transaction Document to which
           it is a party and no implied covenants or obligations on the part of
           the Offered Note Trustee are to be read into this Deed; and

      (b)  (RELIANCE ON CERTIFICATES): the Offered Note Trustee may conclusively
           rely, as to the truth of the statements and the correctness of the
           opinions expressed therein, in the absence of bad faith on the part
           of the Offered Note Trustee, upon certificates or opinions furnished
           to the Offered Note Trustee and conforming to the requirements of
           this Deed provided that the Offered Note Trustee shall examine, where
           applicable, the evidence furnished to it pursuant to any provision of
           this Deed to determine whether or not such evidence conforms to the
           requirements of this Deed.

9.3   DUTIES OF THE OFFERED NOTE TRUSTEE FOLLOWING AN EVENT OF DEFAULT

      If an Event of Default has occurred and is subsisting the Offered Note
      Trustee shall exercise the rights and powers vested in it by this Deed and
      use the same degree of care and skill in their exercise as a prudent
      person would exercise or use under the circumstances in the conduct of
      such person's own affairs.


                                                                              28



9.4   CERTAIN LIMITATIONS OF LIABILITY WHERE ACTING IN GOOD FAITH

      The Offered Note Trustee shall not be liable under this Deed or any
      Transaction Document for any error of judgment made in good faith by an
      Authorised Officer of the Offered Note Trustee unless it is proved that
      the Offered Note Trustee was negligent in ascertaining the pertinent
      facts.

9.5   OFFERED NOTE TRUSTEE NOT RELIEVED OF LIABILITY FOR NEGLIGENCE ETC.

      Subject to clauses 9.2 and 9.4, nothing in this Deed will relieve the
      Offered Note Trustee from liability for its own fraud, negligence or
      wilful default. Section 315(d)(3) of the TIA is expressly excluded by this
      Deed.

9.6   PREFERRED COLLECTION OF CLAIMS AGAINST ISSUER

      The Offered Note Trustee must comply with section 311(a) of the TIA and
      the rules thereunder other than with respect to any creditor relationship
      excluded from the operation of section 311(a) by section 311(b) of the
      TIA. Following its retirement or removal pursuant to clause 14, the
      Offered Note Trustee will remain subject to section 311(a) of the TIA to
      the extent required by the TIA.

9.7   COMPLIANCE WITH SECTION 310 OF TIA

      (a)  (SECTION 310(A) OF TIA): The Offered Note Trustee must ensure that it
           at all times satisfies the requirements of section 310(a) of the TIA.

      (b)  (CAPITAL): Without limiting the foregoing, the Offered Note Trustee
           must ensure that it at all times has a combined capital and surplus
           (as those terms are used in the TIA) of at least US$50,000,000 as set
           forth in its most recent published annual report of condition.

      (c)  (SECTION 310(B) OF TIA): The Offered Note Trustee must at all times
           comply with section 310(b) of the TIA, provided that any indenture or
           indentures under which other securities of the Issuer are outstanding
           will be excluded from the operation of section 310(b)(1) of the TIA
           if the requirements for such exclusion set out in section 310(b)(1)
           of the TIA are met.

9.8   VOTING AT MEETINGS UNDER MASTER TRUST DEED OR SECURITY TRUST DEED

      If the Offered Note Trustee is entitled under the Master Trust Deed (as
      varied by clause 1.6 of the Series Supplement) or the Security Trust Deed
      to vote at any meeting on behalf of Offered Noteholders, the Offered Note
      Trustee must vote in accordance, where applicable, with the directions of
      the Offered Noteholders (whether or not solicited and whether or not all
      Offered Noteholders have provided such directions) and otherwise in its
      absolute discretion. In acting in accordance with the directions of
      Offered Noteholders the Offered 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 Invested Amounts of the Offered Notes held by
      Offered Noteholders who have directed the Offered Note Trustee to vote for
      or against such a proposal.

9.9   TRANSACTION DOCUMENTS

      The Offered Note Trustee must make available at the Offered Note Trustee's
      registered office for inspection by Offered Noteholders a copy of each
      Transaction Document in accordance with Condition 3 of the Offered Note
      Conditions (provided that the Offered Note Trustee will not be in default
      of its obligations pursuant to this clause 9.9 in respect of any
      Transaction Document, other than a Transaction Document to which the
      Offered Note Trustee is a party, a copy of which has not been provided to
      the Offered Note Trustee).


                                                                              29



10.   APPLICATION OF MONEYS

10.1  MONEYS RECEIVED

      The Offered Note Trustee must hold all moneys received by it under this
      Deed or any other Transaction Document upon trust to apply them:

      (a)  (FEES AND EXPENSES): first, towards all amounts owing to the Offered
           Note Trustee under this Deed (other than under clause 6.1); and

      (b)  (OFFERED NOTEHOLDERS): secondly, pari passu to the Offered
           Noteholders towards repayment of principal and payment of interest
           and all other amounts outstanding to them by the Issuer in respect of
           the Offered Notes.

10.2  INVESTMENT OF MONEYS HELD

      An amount which under this Deed ought to or may be invested by the Offered
      Note Trustee may be invested in the name or control of the Offered Note
      Trustee in:

      (a)  (AUTHORISED SHORT-TERM INVESTMENTS): Authorised Short-Term
           Investments; or

      (b)  (US$ AND (EURO) INVESTMENTS): any investment denominated in US
           dollars or Euro which has assigned to it the highest short-term
           credit rating from each Rating Agency or which is otherwise approved
           by that Rating Agency,

      and the Offered Note Trustee may at any time vary any such investments and
      is not responsible for any loss resulting from such investments whether
      due to depreciation in value, fluctuations in exchange rates or otherwise.

11.   CONTINUING SECURITY AND RELEASES

11.1  ISSUER'S LIABILITY NOT AFFECTED

      This Deed and the liability of the Issuer under this Deed will not be
      affected or discharged by any of the following:

      (a)  (INDULGENCE): the granting to the Issuer or to any other person of
           any time or other indulgence or consideration;

      (b)  (DELAY IN RECOVERY): subject to Condition 8.5 of the Offered Note
           Conditions, the Offered Note Trustee failing or neglecting to recover
           any amounts owing in respect of the Offered Notes;

      (c)  (LACHES): any other laches, acquiescence, delay, act, omission or
           mistake on the part of the Offered Note Trustee or any other person;
           or

      (d)  (RELEASE): the release, discharge, abandonment or transfer whether
           wholly or partially and with or without consideration of any other
           security judgment or negotiable instrument held from time to time or
           recovered by the Offered Note Trustee from or against the Issuer or
           any other person.

11.2  WAIVER BY ISSUER

      The Issuer waives in favour of the Offered Note Trustee:


                                                                              30



      (a)  (ALL RIGHTS NECESSARY TO GIVE EFFECT TO DEED): all rights whatsoever
           against the Offered Note Trustee and any other person estate or
           assets to the extent necessary to give effect to anything in this
           Deed;

      (b)  (ALL RIGHTS INCONSISTENT WITH DEED): all rights inconsistent with the
           provisions of this Deed.

12.   REMUNERATION AND EXPENSES OF OFFERED NOTE TRUSTEE

12.1  PAYMENT OF FEE

      The Issuer must pay to the Offered Note Trustee during the period that any
      of the Offered Notes remain outstanding the fee separately agreed by the
      Offered Note Trustee and the Manager from time to time.

12.2  PAYMENT OF EXPENSES

      The Issuer must pay or reimburse to the Offered Note Trustee all
      reasonable costs, expenses, charges, stamp duties and other Taxes and
      liabilities properly incurred by the Offered Note Trustee, or its properly
      appointed agents or delegates, in the performance of the obligations of
      the Offered Note Trustee under this Deed or any other Transaction Document
      including, without limitation, all costs and expenses (including legal
      costs and expenses) incurred by the Offered Note Trustee in the
      enforcement of any obligations under this Deed or any other Transaction
      Documents. Without limiting any right of indemnity available by law to the
      Offered Note Trustee, the Offered Note Trustee is entitled to be
      indemnified from Offered Trust Fund from and against all such costs,
      expenses, charges, stamp duties and other Taxes and liabilities. Nothing
      in this clause 12.2 entitles or permits the Offered Note Trustee to be
      reimbursed or indemnified for general overhead costs and expenses of the
      Offered Note Trustee (including, without limitation, rents and any amounts
      payable by the Offered Note Trustee to its employees in connection with
      their employment) incurred directly or indirectly in connection with the
      business activities of the Offered Note Trustee or in the exercise of its
      rights, powers and discretions or the performance of its duties and
      obligations under this Deed or any Transaction Document.

12.3  ADDITIONAL DUTIES

      In the event of the occurrence of an Event of Default or the Offered Note
      Trustee considering it expedient or necessary or being requested pursuant
      to any Transaction Document to undertake duties which the Offered Note
      Trustee and the Manager agree to be of an exceptional nature or otherwise
      outside the scope of the normal duties of the Offered Note Trustee under
      this Deed or the other Transaction Documents the Issuer must pay to the
      Offered Note Trustee such additional remuneration as is agreed between the
      Manager and the Offered Note Trustee.

12.4  DISPUTE AS TO ADDITIONAL DUTIES

      In the event of the Manager and the Offered Note Trustee failing to agree:

      (a)  (DISPUTE AS TO ADDITIONAL REMUNERATION): upon the amount of any
           additional remuneration referred to in clause 12.3; or

      (b)  (DISPUTE AS TO ADDITIONAL DUTIES): upon whether duties of the Offered
           Note Trustee are of an exceptional nature or otherwise outside the
           scope of the normal duties of the Offered Note Trustee for the
           purposes of clause 12.3,


                                                                              31



      such matters shall be determined by a merchant or investment bank (acting
      as an expert and not as an arbitrator) selected by the Offered Note
      Trustee and approved by the Manager or, failing such approval, nominated
      (on the application of the Offered Note Trustee) by the President for the
      time being of The Law Society of New South Wales (the expenses involved in
      such nomination and the fees of such merchant or investment bank being
      payable by the Issuer as an Expense) and the determination of any such
      merchant or investment bank shall be final and binding upon the Offered
      Note Trustee, the Manager and the Issuer.

12.5  CURRENCY AND VAT

      The above fees and expenses will be paid in US dollars. The Issuer will in
      addition pay any value added tax which may be applicable.

12.6  NO OTHER FEES OR EXPENSES

      Except as provided in clauses 12.1, 12.2, 12.3, 12.4 and 12.5 or as
      expressly provided elsewhere in this Deed or any other Transaction
      Document, neither the Issuer nor the Manager has any liability in respect
      of any fees, commissions or expenses of the Offered Note Trustee in
      connection with this Deed or any Transaction Document.

12.7  FEES ARE EXPENSES OF THE SERIES TRUST

      Notwithstanding any other provision of this Deed, the fees referred to in
      clause 12.1 (including any value added tax on such fees) and any other
      amounts payable by the Trustee under clauses 12.2, 18.1 and 18.2 are
      Expenses of the Series Trust and will be paid in accordance with the
      Series Supplement.

12.8  TIMING OF PAYMENTS

      All payments by the Issuer to the Offered Note Trustee under this clause
      12 are payable on the first Quarterly Distribution Date following demand
      by the Offered Note Trustee from funds available for this purpose in
      accordance with the Series Supplement.

12.9  NON-DISCHARGE

      Unless otherwise specifically stated in any discharge of the Offered Note
      Trust the provisions of this clause 12 will continue in full force and
      effect despite such discharge.

13.   ADDITIONAL OFFERED NOTE TRUSTEES

13.1  APPOINTMENT AND REMOVAL

      The Offered Note Trustee may, upon giving prior notice to the Issuer and
      the Manager (but without the consent of the Issuer, the Manager or the
      Offered Noteholders), appoint any person (an "ADDITIONAL NOTE TRUSTEE")
      (other than the Issuer or a Related Body Corporate of the Issuer)
      established or resident in any jurisdiction (whether an Eligible Trust
      Corporation or not) to act as a co-trustee jointly with the Offered Note
      Trustee:

      (a)  (INTERESTS OF OFFERED NOTEHOLDERS): if the Offered Note Trustee
           considers such appointment to be in the interests of the Offered
           Noteholders;

      (b)  (LEGAL REQUIREMENTS): for the purposes of conforming to any legal
           requirements, restrictions or conditions in any jurisdiction in which
           any particular act or acts is or are to be performed; or


                                                                              32



      (c)  (OBTAINING JUDGMENT): for the purposes of obtaining a judgment in any
           jurisdiction or the enforcement in any jurisdiction of either a
           judgment already obtained or any of this Deed or any other
           Transaction Document.

      The Issuer, for valuable consideration, irrevocably appoints the Offered
      Note Trustee to be its attorney in its name and on its behalf to execute
      an instrument of appointment of any such Additional Note Trustee. Such
      Additional Note Trustee will (subject always to the provisions of this )
      have such trusts, powers, authorities and discretions (not exceeding those
      conferred on the Offered Note Trustee by this Deed or any other
      Transaction Document) and such duties and obligations as are conferred or
      imposed by the instrument of appointment. Such reasonable remuneration as
      the Offered Note Trustee may pay to any Additional Note Trustee, together
      with any costs and expenses properly incurred by any Additional Note
      Trustee in performing its functions as such, are expenses of the Offered
      Note Trustee recoverable by it pursuant to clause 12.2. The Offered Note
      Trustee, upon giving prior notice to the Issuer and the Manager, has the
      power to remove any Additional Trustee. The Issuer, for valuable
      consideration, irrevocably appoints the Offered Note Trustee to be its
      attorney in its name and on its behalf to execute an instrument of removal
      of any such Additional Note Trustee.

13.2  JOINT EXERCISE OF POWERS

      All rights, powers, duties and obligations conferred or imposed upon an
      Additional Note Trustee are conferred or imposed upon and exercised or
      performed by the Offered Note Trustee and the Additional Note Trustee
      jointly (it being understood that an Additional Note Trustee is not
      authorised to act separately without the Offered Note Trustee joining in
      such act), except to the extent that under any law of any jurisdiction in
      which any particular act or acts are to be performed the Offered Note
      Trustee shall be incompetent or unqualified to perform such act or acts,
      in which event such rights, powers, duties and obligations shall be
      exercised and performed singly by such Additional Note Trustee (but
      subject to the direction of the Offered Note Trustee).

13.3  NOTICE

      The Offered Note Trustee must promptly notify the Principal Paying Agent,
      the Offered Noteholders and the Rating Agencies of each appointment or
      removal of an Additional Note Trustee pursuant to this clause 13.

14.   RETIREMENT OR REMOVAL OF OFFERED NOTE TRUSTEE

14.1  RETIREMENT OF OFFERED NOTE TRUSTEE

      The Offered Note Trustee covenants that it will retire as Offered Note
      Trustee if:

      (a)  (INSOLVENCY): an Insolvency Event occurs in relation to the Offered
           Note Trustee in its personal capacity or in respect of its personal
           assets (and not in its capacity as trustee of any trust or in respect
           of any assets it holds as trustee);

      (b)  (CEASES TO CARRY ON BUSINESS): it ceases to carry on business;

      (c)  (CEASES TO BE AN ELIGIBLE TRUST CORPORATION): it ceases to be an
           Eligible Trust Corporation;

      (d)  (OFFERED NOTEHOLDERS REQUIRE RETIREMENT): it is so directed by a
           Special Majority of Offered Noteholders;

      (e)  (BREACH OF DUTY): when required to do so by the Manager or the Issuer
           by notice in writing, it fails or neglects within 20 Business Days
           after receipt of such notice to


                                                                              33



           carry out or satisfy any material duty imposed on it by this Deed or
           any Transaction Document; or

      (f)  (CHANGE IN OWNERSHIP): there is a change in ownership of 50% or more
           of the issued equity share capital of the Offered Note Trustee from
           the position as at the date of this Deed or effective control of the
           Offered Note Trustee alters from the position as at the date of this
           Deed unless in either case approved by the Manager (whose approval
           must not be unreasonably withheld).

14.2  REMOVAL BY MANAGER

      If the Offered Note Trustee refuses to retire the Manager is entitled to
      remove the Offered Note Trustee from office immediately by notice in
      writing if an event referred to in clause 14.1 has occurred. On the
      retirement or removal of the Offered Note Trustee under the provisions of
      clause 14.1 or this clause 14.2:

      (a)  (NOTIFY RATING AGENCIES): the Manager must promptly notify the Rating
           Agencies of such retirement or removal; and

      (b)  (APPOINT SUBSTITUTE OFFERED NOTE TRUSTEE): subject to any approval
           required by law, the Manager is entitled to and must use reasonable
           endeavours to appoint in writing some other Eligible Trust
           Corporation that is approved by the Rating Agencies to be the
           Substitute Offered Note Trustee.

14.3  OFFERED NOTE TRUSTEE MAY RETIRE

      The Offered Note Trustee may retire at any time as trustee under this Deed
      upon giving 3 months (or such lesser time as the Manager, the Issuer and
      the Offered Note Trustee agree) notice in writing to the Issuer, the
      Manager and the Rating Agencies, without giving any reason and without
      being responsible for any liabilities incurred by reason of such
      retirement provided that such retirement is in accordance with this Deed,
      provided that no such period of notice of retirement may expire within the
      period of 30 days preceding each Quarterly Distribution Date. Upon such
      retirement the Offered Note Trustee, subject to any approval required by
      law, may appoint in writing any other Eligible Trust Corporation that is
      approved by the Rating Agencies and the Manager, which approval must not
      be unreasonably withheld by the Manager, as Offered Note Trustee in its
      stead. If the Offered Note Trustee does not propose a replacement by the
      date which is 1 month prior to the date of its proposed retirement, the
      Manager is entitled to appoint a Substitute Offered Note Trustee, which
      must be an Eligible Trust Corporation that is approved by the Rating
      Agencies, as of the date of the proposed retirement.

14.4  APPOINTMENT OF SUBSTITUTE OFFERED NOTE TRUSTEE BY OFFERED NOTEHOLDERS

      Notwithstanding clauses 14.1, 14.2 and 14.3, no retirement or removal of
      the Offered Note Trustee will be effective until a Substitute Offered Note
      Trustee has been appointed as in its place. If a Substitute Offered Note
      Trustee has not been appointed under clauses 14.1, 14.2 or 14.3 at a time
      when the position of Offered Note Trustee would, but for this clause 14.4,
      become vacant in accordance with those clauses, the Issuer must promptly
      advise the Offered Noteholders a Special Majority of whom may appoint an
      Eligible Trust Corporation nominated by any of them to act as Offered Note
      Trustee.

14.5  RELEASE OF OFFERED NOTE TRUSTEE

      Upon retirement or removal of the Offered Note Trustee as trustee of the
      Offered Note Trust, the Offered Note Trustee is released from all
      obligations under this Deed arising after the date of the retirement or
      removal except for its obligation to vest the Offered Trust Fund in the
      Substitute Offered Note Trustee and to deliver all books and records
      relating to the Offered


                                                                              34



      Note Trust to the Substitute Offered Note Trustee. The Manager and the
      Issuer may settle with the Offered Note Trustee the amount of any sums
      payable by the Offered Note Trustee to the Manager or the Issuer or by the
      Manager or the Issuer to the Offered Note Trustee and may give to or
      accept from the Offered Note Trustee a discharge in respect of those sums
      which will be conclusive and binding as between the Manager, the Issuer
      and the Offered Note Trustee but not as between the Offered Note Trustee
      and the Offered Noteholders.

14.6  VESTING OF OFFERED TRUST FUND IN SUBSTITUTE OFFERED NOTE TRUSTEE

      The Offered Note Trustee, on its retirement or removal, must vest the
      Offered Trust Fund or cause it to be vested in the Substitute Offered Note
      Trustee and must deliver and assign to such Substitute Offered Note
      Trustee as appropriate all books, documents, records and other property
      whatsoever relating to the Offered Trust Fund.

14.7  SUBSTITUTE OFFERED NOTE TRUSTEE TO EXECUTE DEED

      Each Substitute Offered Note Trustee must upon its appointment execute a
      deed in such form as the Manager may require whereby such Substitute
      Offered Note Trustee must undertake to the Offered Noteholders to be bound
      by all the covenants on the part of the Offered Note Trustee under this
      Deed from the date of such appointment.

14.8  RATING AGENCIES ADVISED

      The Manager must promptly:

      (a)  (RETIREMENT): approach and liaise with each Rating Agency in respect
           of any consents required from it to the replacement of the Offered
           Note Trustee pursuant to clauses 14.2 or 14.3;

      (b)  (CHANGE OF OWNERSHIP): notify the Rating Agencies of it becoming
           aware of a change in ownership of 50% or more of the issued equity
           share capital of the Offered Note Trustee from the position as at the
           date of this Deed or effective control of the Offered Note Trustee
           altering from the date of this Deed; and

      (c)  (APPROVAL FOR CHANGE IN OWNERSHIP): notify the Rating Agencies of any
           approvals given by the Manager pursuant to clause 14.1(f).

14.9  RETENTION OF LIEN

      Notwithstanding any release of the outgoing Offered Note Trustee under
      this clause 14, the outgoing Offered Note Trustee will remain entitled to
      the benefit of the indemnities granted by this Deed to the outgoing
      Offered Note Trustee in respect of any liability, cost or other obligation
      incurred by it while acting as Offered Note Trustee, as if it were still
      the Offered Note Trustee under this Deed.

14.10 ISSUER AND MANAGER CANNOT BE APPOINTED

      Notwithstanding the preceding provisions of this clause 14, none of the
      Manager, the Issuer, any Support Facility Provider nor any of their
      Related Bodies Corporate may be appointed as Offered Note Trustee.

14.11 NO LIMITATION OF TIA

      Nothing in this clause 14 is to be construed as limiting any right of an
      Offered Noteholder to take any action to remove the Offered Note Trustee
      in accordance with section 310(b) of the TIA.


                                                                              35



15.   AMENDMENT

15.1  AMENDMENT BY OFFERED NOTE TRUSTEE

      Subject to this clause 15 and to any approval required by law, the Offered
      Note Trustee, the Manager and the Issuer may together agree, without the
      consent or sanction of any Offered Noteholder, by way of supplemental deed
      to alter, add to or revoke any provision of this Deed or the Offered Notes
      (including the Offered Note Conditions) so long as such alteration,
      addition or revocation is not a Payment Modification and such alteration,
      addition or revocation in the opinion of the Offered Note Trustee:

      (a)  (NECESSARY OR EXPEDIENT): is necessary or expedient to comply with
           the provisions of any Statute or regulation or with the requirements
           of any Governmental Agency;

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

      (c)  (AMENDMENT TO LAW): 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, an alteration, addition or modification which is
           in the opinion of the Offered 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 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 Series Trust or the
           Offered Note Trust); or

      (d)  (OTHERWISE DESIRABLE): and in the opinion of the Issuer is otherwise
           desirable for any reason and:

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

           (ii)  if it is in the opinion of the Offered Note Trustee likely,
                 upon coming into effect, to be materially prejudicial to
                 Offered Noteholders, the consent of a Special Majority of
                 Offered Noteholders to the alteration, addition or resolution
                 has been obtained. For the purpose of determining whether a
                 Special Majority of Offered Noteholders has consented to an
                 alteration, addition or revocation, Offered Notes which are
                 beneficially owned by the Issuer or the Manager or by any
                 person directly or indirectly controlling or controlled by or
                 under direct or indirect common control with the Issuer or the
                 Manager, shall be disregarded,

      provided that the Offered Note Trustee, the Manager and the Issuer may not
      alter, add to or revoke any provision of this Deed or the Offered Notes
      unless the Manager has notified the Rating Agencies 5 Business Days in
      advance.

15.2  AMENDMENTS REQUIRING CONSENT OF ALL OFFERED NOTEHOLDERS

      The Offered Note Trustee, the Manager and the Issuer may together agree by
      way of supplemental deed to make or effect a Payment Modification to this
      Deed or the Offered Notes (including the Offered Note Conditions) if, and
      only if, the consent has first been obtained of each Offered Noteholder to
      such Payment Modification.


                                                                              36



15.3  COMPLIANCE WITH TIA

      Any supplemental deed altering, adding to or revoking any provision of
      this Deed or the Offered Notes (including the Offered Note Conditions)
      referred to in this clause 15 must conform, to the extent applicable, with
      the requirements of the TIA.

15.4  NO RATING AGENCY DOWNGRADE

      The Offered Note Trustee will be entitled to assume that any proposed
      alteration, addition or revocation, other than a Payment Modification,
      will not be materially prejudicial to the interests of Offered Noteholders
      if each Rating Agency issues a Rating Affirmation Notice in relation to
      the alteration, addition or revocation.

15.5  DISTRIBUTION OF AMENDMENTS

      The Issuer must distribute to all Offered Noteholders a copy of any
      amendment made pursuant to this clause 15 as soon as reasonably
      practicable after the amendment has been made.

15.6  AMENDMENTS BINDING ON OFFERED NOTEHOLDERS

      Any alteration, addition or revocation of a provision of this Deed or the
      Offered Notes made pursuant to this clause 15 is binding on all Offered
      Noteholders.

16.   REPORTS

16.1  REPORTS BY OFFERED NOTE TRUSTEE

      If so required by section 313(a) of the TIA, the Offered Note Trustee
      shall provide to each Offered Noteholder, and such other persons as the
      Offered Note Trustee is required by section 313(c) of the TIA to provide
      reports to, at intervals of not more than 12 months (commencing as from
      the Closing Date) a brief report of the events referred to in section
      313(a) of the TIA that have occurred within the preceding 12 months and
      shall provide such additional reports to Offered Noteholders, and such
      other persons as the Offered Note Trustee is required by section 313(c) of
      the TIA to provide reports to, as are required by section 313(b) of the
      TIA at the times specified in that section. A copy of each such report at
      the time of its provision to Offered Noteholders must be copied to the
      Issuer and the Manager and must be filed by the Offered Note Trustee with
      the Commission and each stock exchange, if any, on which the Offered Notes
      are listed.

16.2  REPORTS BY ISSUER

      The Issuer and the Manager each severally covenants that it will:

      (a)  (COPY SECURITIES EXCHANGE ACT REPORTS TO OFFERED NOTE TRUSTEE): file:

           (i)   with the Commission at such times as are required under the
                 Exchange Act; and

           (ii)  with the Offered Note Trustee, within 15 days after it is
                 required to file the same with the Commission,

           copies of the annual reports and of the information, documents and
           other reports (or copies of such portions of any of the foregoing as
           the Commission may from time to time by rules and regulations
           prescribe), if any, which it may be required to file with the
           Commission pursuant to section 13 or 15(d) of the Exchange Act or, if
           it is not required to file information, documents or reports pursuant
           to either of such sections, then to file with the Offered Note
           Trustee and the Commission, in


                                                                              37



           accordance with the rules and regulations prescribed by the
           Commission, such of the supplementary and periodic information,
           documents and reports which may be required pursuant to section 13 of
           the Exchange Act, in respect of a security listed and registered on a
           national securities exchange as may be prescribed in such rules and
           regulations;

      (b)  (OTHER REPORTS): file with the Offered Note Trustee and the
           Commission, in accordance with rules and regulations prescribed from
           time to time by the Commission, such additional information,
           documents and reports with respect to compliance by it with the
           conditions and covenants of this Deed as may be required from time to
           time by such rules and regulations; and

      (c)  (SUMMARIES TO OFFERED NOTEHOLDERS): transmit to Offered Noteholders,
           and such other persons as are required by section 314(a)(3) of the
           TIA, such summaries of any information, documents and reports
           required to be filed by the Issuer or the Manager pursuant to clauses
           16.2(a) and (b) as may be required by rules and regulations
           prescribed from time to time by the Commission.

16.3  RESTRICTED SECURITIES

      The Issuer and the Manager each severally covenants that it will forthwith
      notify the Offered Note Trustee, if, at any time, after the Closing Date,
      any Offered Notes become "restricted securities" (as defined in Rule
      144(a)(3) of Securities Act of 1933 of the United States of America) and
      during any period during which the Issuer or the Manager is neither
      subject to Sections 13 or 15(d) of the Exchange Act nor exempt from
      reporting pursuant to Rule 12g3-2(d) under the Exchange Act, make
      available to each holder of those Offered Notes in connection with any
      resale of those Offered Notes and to any prospective purchaser of the
      Offered Notes from that holder, in each case upon request, the information
      specified in and meeting the requirements of Rule 144(A)(d)(4) under the
      Securities Act.

17.   CURRENCY INDEMNITY

17.1  IMPROPER CURRENCY RECEIPTS

      If any payment is made by the Issuer under this Deed or the Offered Notes
      or if the Offered Note Trustee or any Offered Noteholder receives or
      recovers any money under or pursuant to this Deed or the Offered Notes in
      a currency ("RECEIPT CURRENCY") other than the currency in which the money
      was payable pursuant to the terms of this Deed or the Offered Notes
      ("AGREED CURRENCY"), the Issuer must, as a separate and additional
      liability, pay to the recipient such additional amount so that after
      conversion from the Receipt Currency into the Agreed Currency of such
      money so paid, received or recovered and after the payment of all
      commission and expenses in relation to such conversion the recipient will
      receive net in its hands an amount in the Agreed Currency equal to the
      amount of the money payable under this Deed or the Offered Notes in the
      Agreed Currency.

17.2  CURRENCY INDEMNITY

      If a judgment or an order is rendered by any court or tribunal for the
      payment of any amount payable by the Issuer under this Deed or the Offered
      Notes or for the payment of damages in respect of any breach by the Issuer
      of this Deed or the Offered Notes or any Insolvency Event in relation to
      the Issuer occurs resulting in money being payable or receivable in
      respect of any proof or other claim, and such judgment, order, proof or
      claim is expressed in a currency ("JUDGMENT CURRENCY") other than the
      currency in which the money was payable pursuant to the terms of this Deed
      or the Offered Notes ("AGREED CURRENCY"), the Issuer must indemnify and
      hold harmless and keep indemnified the person with the benefit of the
      judgment, order, proof or claim (as the case may be) (the "RECEIVING
      PARTY") against any deficiency in the


                                                                              38



      Agreed Currency in the amount received by the Receiving Party arising or
      resulting from any variation as between:

      (a)  (JUDGMENT RATE): the rate of exchange at which the Agreed Currency is
           converted to the Judgment Currency for the purposes of such judgment,
           order, proof or claim; and

      (b)  (ACTUAL RATE): the rate of exchange which the Receiving Party is able
           to purchase the Agreed Currency with the amount of the Judgment
           Currency actually received by the Receiving Party,

      and such indemnity will continue in full force and effect notwithstanding
      any such judgment, order, proof or claim.

17.3  FAILURE TO PAY PROPER CURRENCY

      Any payment purportedly pursuant to the terms of this Deed or an Offered
      Note in a currency other than the currency in which it is required to be
      paid will not discharge or satisfy the relevant obligation of the payer to
      make the payment except to the extent that, and insofar as, the currency
      in which the payment is required to be made is acquired by sale of the
      currency in which the payment was actually made.

18.   EXPENSES AND STAMP DUTIES

18.1  EXPENSES

      Subject to clause 22, the Issuer will on demand reimburse the Offered Note
      Trustee for and keep the Offered Note Trustee indemnified against all
      expenses including legal costs and disbursements (on a full indemnity
      basis) incurred by the Offered Note Trustee in connection with:

      (a)  (PREPARATION): the preparation and execution of this Deed and any
           subsequent consent, agreement, approval or waiver under this Deed or
           amendment to this Deed;

      (b)  (ENFORCEMENT): the exercise, enforcement, preservation or attempted
           exercise enforcement or preservation of any rights under this Deed
           including without limitation any expenses incurred in the evaluation
           of any matter of material concern to the Offered Note Trustee; and

      (c)  (GOVERNMENTAL AGENCY): any enquiry by a Governmental Agency
           concerning the Issuer or the Assets of the Series Trust or a
           transaction or activity the subject of the Transaction Documents.

18.2  STAMP DUTIES AND OTHER TAXES

      The Issuer must pay any stamp and other duties and Taxes, including fines
      and penalties, payable in Australia, the United Kingdom, Belgium,
      Luxembourg, Republic of Ireland or the United States on or in connection
      with:

      (a)  (EXECUTION OF DEED): the execution, delivery and performance of this
           Deed or any payment, receipt or other transaction contemplated by
           this Deed;

      (b)  (ISSUE OF OFFERED NOTES): the constitution and original issue and
           delivery of the Offered Notes; and

      (c)  (PROCEEDINGS): any action taken by the Offered Note Trustee or (where
           in accordance with this Deed or the Security Trust Deed the Offered
           Noteholders are


                                                                              39



           entitled to do so) the Offered Noteholders to enforce the provisions
           of the Offered Notes, this Deed, the Master Trust Deed, the Series
           Supplement or the Security Trust Deed.

      The Issuer must indemnify and keep indemnified the Offered Note Trustee
      against any loss or liability incurred or suffered by it as a result of
      the delay or failure by the Issuer to pay any such stamp and other duties
      and Taxes.

19.   TRUST INDENTURE ACT

19.1  CERTIFICATES AND OPINIONS

      (a)  (OFFERED NOTE CONDITIONS PRECEDENT): Upon any application or request
           by the Issuer to the Offered Note Trustee to take any action under
           any provision of this Deed, the Issuer must furnish to the Offered
           Note Trustee:

           (i)   a certificate from two Authorised Officers of the Issuer
                 stating that all conditions precedent, if any, provided for in
                 this Deed relating to the proposed action have been complied
                 with;

           (ii)  Counsel's Opinion stating that all such conditions precedent,
                 if any, have been complied with; and

           (iii) if required by the TIA, a certificate from an accountant
                 meeting the applicable requirements of section 314(c)(3) of the
                 TIA,

           provided that in the case of any such application or request as to
           which the furnishing of such documents is specifically required by
           any other provision of this Deed no additional certificate or opinion
           need be furnished.

      (b)  (FAIR VALUE): The Issuer must furnish to the Offered Note Trustee a
           certificate or opinion of an engineer, appraiser or other expert as
           to the fair value:

           (i)   of any property or securities to be released from the Security
                 Interest created by the Security Trust Deed, where this is
                 required by section 314(d)(1) of the TIA;

           (ii)  to the Issuer of any securities the deposit of which with the
                 Issuer is to be made the basis for the release of any property
                 or securities subject to the Security Interest created by the
                 Security Trust Deed, where this is required by section
                 314(d)(2) of the TIA; and

           (iii) to the Issuer of any property the subjection of which to the
                 Security Interest created by the Security Trust Deed is to be
                 made the basis for the release of any property or securities
                 subject to the Security Interest created by the Security Trust
                 Deed, where this is required by section 314(d)(3) of the TIA,

           and every such certificate or opinion must comply with the relevant
           provisions of section 314(d) of the TIA (and, except as provided
           otherwise in section 314 of the TIA, may be given by an Authorised
           Officer of the Issuer).

      (c)  (FORM OF CERTIFICATES AND OPINIONS): Every certificate or opinion
           with respect to compliance with a Condition or covenant provided for
           in this Deed (other than the certificate referred to in clause
           6.3(c)(i)) shall include:


                                                                              40



           (i)   a statement that each signatory of such certificate or opinion
                 has read such covenant or Condition and the definitions used
                 therein;

           (ii)  a brief statement as to the nature and scope of the examination
                 or investigation upon which the statements or opinions
                 contained in such certificate or opinion are based;

           (iii) a statement that, in the opinion of each such signatory, such
                 signatory has made such examination or investigation as is
                 necessary to enable such signatory to express an informed
                 opinion as to whether or not such covenant or Condition has
                 been complied with; and

           (iv)  a statement as to whether, in the opinion of each such
                 signatory such Condition or covenant has been complied with.

19.2  UNDERTAKING FOR COSTS

      (a)  (UNDERTAKING): Subject to clause 19.2(b), all parties to this deed
           agree, and each Offered Noteholder by such Offered Noteholder's
           acceptance of the Offered Notes are deemed to have agreed, that any
           court may in its discretion require, in any suit for the enforcement
           of any right or remedy under this Deed, or in any suit against the
           Offered Note Trustee for any action taken, suffered or omitted by it
           as the Offered Note Trustee, the filing by any party litigant in such
           suit of an undertaking to pay the costs of such suit, and that such
           court may in its discretion assess reasonable costs, including
           reasonable attorneys' fees, against any party litigant in such suit,
           having due regard to the merits and good faith of the claims or
           defences made by such party litigant.

      (b)  (EXCEPTIONS): The provisions of clause 19.2(a) shall not apply to:

           (i)   any suit instituted by the Offered Note Trustee;

           (ii)  any suit instituted by any Offered Noteholder, or group of
                 Offered Noteholders, in each case holding in the aggregate
                 Offered Notes with an Invested Amount of more than 10% of the
                 then aggregate Invested Amount of all Offered Notes; or

           (iii) any suit instituted by any Offered Noteholder for the
                 enforcement of the payment of principal or interest on any
                 Offered Note on or after the respective due dates expressed in
                 such Offered Note and in this Deed.

19.3  EXCLUSION OF SECTION 316(A)(1)

      Section 316(a)(1) of the TIA is expressly excluded by this Deed.

19.4  UNCONDITIONAL RIGHTS OF OFFERED NOTEHOLDERS TO RECEIVE PRINCIPAL AND
      INTEREST

      Notwithstanding any other provisions in this Deed, any Offered Noteholder
      shall have the right, which is absolute and unconditional, to receive
      payment of the principal of and interest, if any, on each Offered Note
      held by it on or after the respective due dates thereof expressed in such
      Offered Note or in this Deed or to institute suit for the enforcement of
      any such payment, and such right shall not be impaired without the consent
      of such Offered Noteholder, except to the extent that this Deed or the
      Security Trust Deed contain provisions limiting or denying the right of
      any Offered Noteholder to institute any such suit, if and to the extent
      that the institution or prosecution thereof or the entry of judgment
      therein would, under applicable law,


                                                                              41



      result in the surrender, impairment, waiver, or loss of the Security
      Interest created by the Security Trust Deed upon any property subject to
      such Security Interest.

19.5  CONFLICT WITH TRUST INDENTURE ACT

      The provisions of section 310 to 317 (inclusive) of the TIA are
      incorporated into, are a part of and govern this deed, whether or not
      contained in this Deed, unless expressly excluded by this Deed in
      accordance with the TIA. If any provision of this Deed limits, qualifies
      or conflicts with any provision that is deemed to be included in this Deed
      by virtue of any of the provisions of the TIA, such provision deemed to be
      included in this Deed will prevail.

20.   GOVERNING LAW AND JURISDICTION

20.1  GOVERNING LAW

      This Deed is governed by and construed in accordance with the laws of the
      Australian Capital Territory.

20.2  JURISDICTION

      (a)  (SUBMISSION TO JURISDICTION): The Issuer, the Offered Note Trustee,
           the Manager and each of the Offered Noteholders each irrevocably
           submits to and accepts generally and unconditionally the
           non-exclusive jurisdiction of the Courts and appellate Courts of the
           Australian Capital Territory with respect to any legal action or
           proceedings which may be brought at any time relating in any way to
           this Deed.

      (b)  (WAIVER OF INCONVENIENT FORUM): The Issuer, the Offered Note Trustee,
           the Manager and each of the Offered Noteholders each irrevocably
           waives any objection it may now or in the future have to the venue of
           any such action or proceedings brought in such courts and any claim
           it may now or in the future have that any such action or proceedings
           have been brought in an inconvenient forum.

21.   NOTICES

21.1  METHOD OF DELIVERY

      Subject to this clause, any notice, request, certificate, approval,
      demand, consent or other communication to be given under this Deed other
      than to or by an Offered Noteholder must:

      (a)  (IN WRITING AND SIGNED BY AUTHORISED OFFICER): except in the case of
           a communication by email, be in writing and signed by an Authorised
           Officer of the party giving the same; and

      (b)  (DELIVERY): be:

           (i)   left at the address of the addressee;

           (ii)  sent by prepaid ordinary post to the address of the addressee;

           (iii) sent by facsimile to the facsimile number of the addressee; or

           (iv)  sent by email by an Authorised Officer of the party giving the
                 same in accordance with the addressee's email address,

           notified by that addressee from time to time to the other parties to
           this Deed as its address for service pursuant to this Deed.


                                                                              42



21.2  DEEMED RECEIPT

      A notice, request, certificate, demand, consent or other communication
      under this Deed other than to or by an Offered Noteholder is deemed to
      have been received:

      (a)  (DELIVERY): where delivered in person, upon receipt;

      (b)  (POST): where sent by post, on the 3rd (or 7th if posted
           internationally) day after posting;

      (c)  (FAX): where sent by facsimile, on production by the dispatching
           facsimile machine of a transmission report which indicates that the
           facsimile was sent in its entirety to the facsimile number of the
           recipient; and

      (d)  (EMAIL): where sent by email, on the date the email is received.

      However, if the time of deemed receipt of any notice is not before 5.30 pm
      on a Business Day at the address of the recipient it is deemed to have
      been received at the commencement of business on the next Business Day.

21.3  EMAIL

      A notice, request, certificate, approval, demand, consent or other
      communication to be given under this Deed may only be given by email where
      the recipient has separately agreed that that communication or
      communications of that type, may be given by email.

21.4  NOTICES TO OFFERED NOTEHOLDERS

      Any notice, request, certificate, approval, demand, consent or other
      communication to be given under this Deed to an Offered Noteholder:

      (a)  (DELIVERY): will be effectively given if it is given in accordance
           with Condition 11 of the Offered Note Conditions; and

      (b)  (TIME): is deemed to have been given at the time specified in
           Condition 11 of the Offered Note Conditions.

21.5  NOTICES FROM OFFERED NOTEHOLDERS

      Any notice, request, certificate, approval, document, consent, direction
      or other communication to be given under this Deed by an Offered
      Noteholder to any person must:

      (a)  (SIGNED): be signed by the Offered Noteholder or an attorney of the
           Offered Noteholder;

      (b)  (IN WRITING): be in writing;

      (c)  (DELIVERY): be:

           (i)   left at the address of the addressee;

           (ii)  sent by prepaid ordinary post to the address of the addressee;
                 or

           (iii) sent by facsimile to the facsimile number of the addressee,

           as set out in the Offered Note Conditions or otherwise as notified by
           that addressee to the Offered Noteholders from time to time;


                                                                              43



      (d)  (EVIDENCE): be accompanied by such evidence as to its proper
           execution by the Offered Noteholder as the addressee may reasonably
           require,

      and will only be effective upon actual receipt by the addressee. For the
      purposes of seeking any consent, direction or authorisation from Offered
      Noteholders pursuant to this Deed, the TIA (including section 316 of the
      TIA) or any Transaction Document the Offered Note Trustee may by notice to
      the Offered Noteholders specify a date (not earlier than the date of the
      notice) upon which the Offered Noteholders for the purposes of that
      consent, direction or authorisation will be determined and, if it does so,
      the persons who are the Offered Noteholders and the Invested Amount of the
      Offered Notes held by them will, for the purposes of that consent,
      direction or authorisation, be determined based upon the details recorded
      in the applicable Offered Note Register as at 5.30 pm on that date.

21.6  ISSUER AND MANAGER

      Each of the Issuer and the Manager must maintain an office or an agency in
      New York where any legal proceedings in respect of this Deed or the
      Offered Notes may be served on it. The Issuer initially appoints C.T.
      Corporation, 111 8th Avenue, New York, New York 10011, as its agent for
      these purposes. The Manager initially appoints Commonwealth Bank of
      Australia, New York Branch, 599 Lexington Avenue, New York, New York 10022
      as its agent for these purposes.

22.   ISSUER'S LIMITED LIABILITY

22.1  LIMITATION ON ISSUER'S LIABILITY

      The Issuer enters into this Deed only in its capacity as trustee of the
      Series Trust and in no other capacity. A liability incurred by the Issuer
      acting in its capacity as trustee of the Series Trust arising under or in
      connection with this Deed is limited to and can be enforced against the
      Issuer only to the extent to which it can be satisfied out of Assets of
      the Series Trust out of which the Issuer is actually indemnified for the
      liability. This limitation of the Trustee's liability applies despite any
      other provision of this Deed (other than clause 22.3) and extends to all
      liabilities and obligations of the Issuer in any way connected with any
      representation, warranty, conduct, omission, agreement or transaction
      related to this Deed.

22.2  CLAIMS AGAINST ISSUER

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

22.3  BREACH OF TRUST

      The provisions of this clause 22 will not apply to any obligation or
      liability of the Issuer to the extent that it is not satisfied because
      under the Master Trust Deed, the Series Supplement or any other
      Transaction Document or by operation of law there is a reduction in the
      extent of the Trustee's indemnification out of the Assets of the Series
      Trust, as a result of the Issuer's fraud, negligence or wilful default.

22.4  ACTS OR OMISSIONS

      It is acknowledged that the Relevant Parties are responsible under the
      Transaction Documents for performing a variety of obligations relating to
      the Series Trust. No act or omission of the


                                                                              44



      Issuer (including any related failure to satisfy its obligations or any
      breach of representation or warranty under this Deed) will be considered
      fraudulent, negligent or a wilful default for the purpose of clause 22.3
      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 under any Transaction Document (other than a person whose acts or
      omissions the Issuer is liable for in accordance with any Transaction
      Document) to fulfil its obligations relating to the Series Trust or by any
      other act or omission of a Relevant Party or any other such person.

22.5  NO AUTHORITY

      No attorney or agent appointed in accordance with this Deed has authority
      to act on behalf of the Issuer in a way which exposes the Issuer to any
      personal liability and no act or omission of any such person will be
      considered fraud, negligence or wilful default of the Issuer for the
      purposes of clause 22.3.

22.6  NO OBLIGATION

      The Issuer is not obliged to enter into any commitment or obligation under
      this Deed or any Transaction Document (including incur any further
      liability) unless the Issuer's liability is limited in a manner which is
      consistent with this clause 22 or otherwise in a manner satisfactory to
      the Issuer in its absolute discretion.

23.   MISCELLANEOUS

23.1  ASSIGNMENT BY ISSUER

      The Issuer will not assign or otherwise transfer the benefit of this Deed
      or any of its rights, duties or obligations under this Deed except to a
      Substitute Trustee which is appointed as a successor trustee of the Series
      Trust under and in accordance with the Master Trust Deed.

23.2  ASSIGNMENT BY MANAGER

      The Manager will not assign or otherwise transfer the benefit of this Deed
      or any of its rights, duties or obligations under this Deed except to a
      Substitute Manager which is appointed as a successor manager of the Series
      Trust under and in accordance with the Master Trust Deed.

23.3  ASSIGNMENT BY OFFERED NOTE TRUSTEE

      The Offered Note Trustee will not assign or otherwise transfer all or any
      part of the benefit of this Deed or any of its rights, duties and
      obligations under this Deed except to a Substitute Offered Note Trustee
      which is appointed as a successor trustee under and in accordance with
      this Deed.

23.4  CERTIFICATE OF OFFERED NOTE TRUSTEE

      A certificate in writing signed by an Authorised Officer of the Offered
      Note Trustee certifying any act, matter or thing relating to this Deed is
      conclusive and binding on the Issuer in the absence of manifest error on
      the face of the certificate.

23.5  CONTINUING OBLIGATION

      This Deed is a continuing obligation notwithstanding any settlement of
      account intervening payment express or implied revocation or any other
      matter or thing whatsoever until a final discharge of this Deed has been
      given to the Issuer.


                                                                              45



23.6  SETTLEMENT CONDITIONAL

      Any settlement or discharge between the Issuer and the Offered Note
      Trustee is conditional upon any security or payment given or made to the
      Offered Note Trustee by the Issuer or any other person in relation to the
      Secured Moneys not being avoided repaid or reduced by virtue of any
      provision or enactment relating to bankruptcy insolvency or liquidation
      for the time being in force and, in the event of any such security or
      payment being so avoided repaid or reduced the Offered Note Trustee is
      entitled to recover the value or amount of such security or payment
      avoided, repaid or reduced from the Issuer subsequently as if such
      settlement or discharge had not occurred.

23.7  INTEREST ON JUDGMENT

      If a liability under this Deed (other than a liability for negligence,
      fraud or wilful default of the Issuer under the Transaction Documents)
      becomes merged in a judgment or order then the Issuer as an independent
      obligation will pay interest to the Offered Note Trustee on the amount of
      that liability at a rate being the higher of the rate payable pursuant to
      the judgment or order and the highest rate payable on the Offered Notes
      from the date it becomes payable until it is paid.

23.8  SEVERABILITY OF PROVISIONS

      Any provision of this Deed which is illegal, void or unenforceable in any
      jurisdiction is ineffective in that jurisdiction to the extent only of
      such illegality, voidness or unenforceability without invalidating the
      remaining provisions of this Deed or the enforceability of that provision
      in any other jurisdiction.

23.9  REMEDIES CUMULATIVE

      The rights and remedies conferred by this Deed upon the Offered Note
      Trustee are cumulative and in addition to all other rights or remedies
      available to the Offered Note Trustee by Statute or by general law.

23.10 WAIVER

      A failure to exercise or enforce or a delay in exercising or enforcing or
      the partial exercise or enforcement of any right, remedy, power or
      privilege under this Deed by the Offered Note Trustee will not in any way
      preclude or operate as a waiver of any further exercise or enforcement of
      such right, remedy, power or privilege or the exercise or enforcement of
      any other right, remedy, power or privilege under this Deed or provided by
      law.

23.11 WRITTEN WAIVER, CONSENT AND APPROVAL

      Any waiver, consent or approval given by the Offered Note Trustee under
      this Deed will only be effective and will only be binding on the Offered
      Note Trustee if it is given in writing or given verbally and subsequently
      confirmed in writing and executed by the Offered Note Trustee or on its
      behalf by an Authorised Officer for the time being of the Offered Note
      Trustee.

23.12 TIME OF ESSENCE

      Time is of the essence in respect of the Issuer's obligations under this
      Deed.

23.13 MORATORIUM LEGISLATION

      To the fullest extent permitted by law, the provisions of all Statutes
      operating directly or indirectly:


                                                                              46



      (a)  (LESSEN OBLIGATIONS): to lessen or otherwise to vary or affect in
           favour of the Issuer any obligation under this Deed; or

      (b)  (DELAY EXERCISE OF POWERS): to delay or otherwise prevent or
           prejudicially affect the exercise of any powers conferred on the
           Offered Note Trustee under this Deed,

      are expressly waived negatived and excluded.

23.14 BINDING ON EACH SIGNATORY

      This Deed binds each of the signatories to this Deed notwithstanding that
      any one or more of the named parties to this Deed does not execute this
      Deed, that there is any invalidity forgery or irregularity touching any
      execution of this Deed or that this Deed is or becomes unenforceable void
      or voidable against any such named party.

23.15 COUNTERPARTS

      This Deed may be executed in a number of counterparts and all such
      counterparts taken together is deemed to constitute one and the same
      instrument.

23.16 CONTRA PROFERENTEM

      Each provision of this Deed will be interpreted without disadvantage to
      the party who (or whose representative) drafted that provision.

23.17 KNOW YOUR CUSTOMER

      Subject to any confidentiality, privacy or general trust law obligations
      owed by The Bank of New York to Offered Noteholders or by Perpetual
      Trustee Company Limited to Noteholders and any applicable confidentiality
      or privacy laws, each party ("INFORMATION PROVIDER") agrees to provide any
      information and documents reasonably required by another party for that
      other party to comply with any applicable anti-money laundering or
      counter-terrorism financing laws including, without limitation, any laws
      imposing "know your customer" or other identification checks or procedures
      on a party, but only to the extent that such information is in the
      possession of, or otherwise readily available to, the Information
      Provider. Any party may decline to perform any obligation under the
      Transaction Documents to the extent that it forms the view, in its
      reasonable opinion, that notwithstanding that it has taken all reasonable
      steps to comply with such anti-money laundering or counter-terrorism
      financing laws, it is required to decline to perform those obligations
      under any such laws. To the extent permitted by law, the Offered
      Noteholders release The Bank of New York from any confidentiality, privacy
      or general trust law obligations that The Bank of New York would otherwise
      owe to the Offered Noteholders in its capacity as Offered Note Trustee to
      the extent that the existence of these obligations would otherwise prevent
      The Bank of New York from providing information under this clause or any
      similar clause in any other Transaction Document.

23.18 COMPLIANCE WITH REGULATION AB

      The Offered Note Trustee acknowledges and agrees that to the extent the
      Offered Note Trustee and the Manager agree that the Offered Note Trustee
      is "participating in the servicing function" in relation to the Series
      Trust within the meaning of Item 1122 of Regulation AB, clauses 16.31(b)
      and (d) of the Series Supplement will apply to this Deed as if references
      to "the Servicer" in those clauses were references to the Offered Note
      Trustee and the definition of "Subcontractor" in clause 1.1 of the Series
      Supplement will be construed accordingly.


                                                                              47



SCHEDULE 1
FORM OF OFFERED NOTES

Registered                  CUSIP No:                                   $[_____]
No. R-                      ISIN No:                               (euro)[_____]
                            Common Code:

Unless this [Class A-1/Class A-3] Note is presented by an authorised
representative of [The Depository Trust Company, a New York corporation,
("DTC")/the common depository for Clearstream Banking, societe anonyme
("CLEARSTREAM, LUXEMBOURG")and the Euroclear System ("EUROCLEAR")] to the Issuer
(as defined below) or its agent for registration of transfer, exchange or
payment, and any [Class A-1/Class A-3] Note issued is registered in the name of
[Cede & Co./the common depository for Clearstream, Luxembourg and Euroclear] or
in such other name as is requested by an authorised representative of
[DTC/Clearstream, Luxembourg and Euroclear] (and any payment is made to [Cede &
Co./the common depository for Clearstream, Luxembourg and Euroclear] or to such
other entity as is requested by an authorised representative of [DTC/the common
depository for Clearstream, Luxembourg and Euroclear), ANY TRANSFER, PLEDGE OR
OTHER USE OF THE [CLASS A-1/CLASS A-3] NOTE FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, [Cede & Co./the
common depository for Clearstream, Luxembourg and Euroclear], has an interest in
this [Class A-1/Class A-3] Note.

[The above paragraph is to appear in the Offered Book Entry Notes only.]

Each [Class A-1/Class A-3] Noteholder represents, warrants and covenants (and by
its acquisition of a [Class A-1/Class A-3] Note, each [Class A-1/Class A-3]
Noteholder shall be deemed to represent) that it is either (i) not acquiring
such [Class A-1/Class A-3] Note with the assets of an "employee benefit plan"
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"); a "plan" described by Section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended (the "CODE"); any entity deemed to hold "plan
assets" of the foregoing under 29 C.F.R. 2510.3-101; or any governmental plan
subject to substantially similar applicable law or (ii) its purchase and holding
of such [Class A-1/Class A-3] Note will not result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code or any substantially similar
applicable law.

[FOR CLASS A-3 NOTES ONLY]

THIS CLASS A-3 BOOK-ENTRY NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW,
PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE
COMMENCEMENT OF THE OFFERING OF THE CLASS A-3 NOTES, MAY NOT BE OFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE
UNITED STATES.

THE PRINCIPAL OF THIS [CLASS A-1/CLASS A-3] NOTE IS PAYABLE IN INSTALMENTS AND
MAY BE SUBJECT TO CHARGE-OFFS OR EXCHANGE AS SET FORTH BELOW, IN THE OFFERED
NOTE TRUST DEED AND IN THE OFFERED NOTE CONDITIONS. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS [CLASS A-1/CLASS A-3] NOTE AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ON THE FACE OF THIS [CLASS A-1 NOTE/CLASS A-3].

              PERPETUAL TRUSTEE COMPANY LIMITED ABN 42 000 001 007
    (a limited liability company incorporated under the law of Australia and
                   registered in the State of New South Wales)
  in its capacity as trustee of the Medallion Trust Series [_____] (the "SERIES
                             TRUST") (the "ISSUER")


                                                                              48



                           [CLASS A-1/CLASS A-3] NOTE

This [Class A-1/Class A-3] Note is issued by the Issuer in an initial aggregate
principal amount of [US$/(euro)] [_____] (the "[CLASS A-1/CLASS A-3] NOTE") and
IS:

(a)   constituted by an Offered Note Trust Deed (the "OFFERED NOTE TRUST DEED")
      dated [_____] made between the Issuer, Securitisation Advisory Services
      Pty Limited ABN 88 064 133 946, (the "MANAGER") and The Bank of New York
      (the "OFFERED NOTE TRUSTEE"); and

(b)   issued subject to, and with the benefit of, amongst other things:

      (i)   a Master Trust Deed (the "MASTER TRUST DEED") dated 8 October 1997
            made between the Manager and Perpetual Trustee Company Limited as
            amended from time to time;

      (ii)  a Series Supplement (the "SERIES SUPPLEMENT") dated on or about
            [_____] made between Commonwealth Bank of Australia ABN 48 123 123
            124, Homepath Pty Limited ABN 35 081 986 530, the Manager and the
            Issuer;

      (iii) a Security Trust Deed (the "SECURITY TRUST DEED") dated on or about
            [_] made between the Issuer, the Manager, the Offered Note Trustee
            and P.T. Limited ABN 67 004 454 666;

      (iv)  the Agency Agreement (the "AGENCY AGREEMENT") dated on or about
            [_____] made between the Issuer, the Offered Note Trustee, the
            Manager, The Bank of New York as Principal Paying Agent, Agent Bank
            and US Dollar Note Registrar and The Bank of New York, London Branch
            as Euro Note Registrar and Paying Agent;

      (v)   the Offered Note Trust Deed; and

      (vi)  the Offered Note Conditions as set out in the Annexure to this
            [Class A-1/Class A-3] Note (the "OFFERED NOTE CONDITIONS").

Unless defined in this [Class A-1/Class A-3] Note, words and phrases defined in
either or both of the Offered Note Trust Deed and the Offered Note Conditions
have the same meaning in this [Class A-1/Class A-3] Note. Where there is any
inconsistency in a definition between the Offered Note Trust Deed and the
Offered Note Conditions, the Offered Note Trust Deed prevails.

If this [Class A-1/Class A-3] Note is a [Class A-1/Class A-3] Book-Entry Note
and the Issuer is obliged to issue [Class A-1/Class A-3] Definitive Notes under
clause 3.4(a) of the Offered Note Trust Deed, this [Class A-1/Class A-3] Note
will be exchangeable in whole upon its surrender at the offices of the [US
Dollar/Euro] Note Registrar as specified in the Offered Note Conditions or
notified to [Class A-1/Class A-3] Noteholders from time to time (or such other
place as the Offered Note Trustee may agree) for [Class A-1/Class A-3]
Definitive Notes and the Issuer shall execute and procure that the Offered Note
Trustee authenticates and delivers in full exchange for this [Class A-1/Class
A-3] Note, [Class A-1/Class A-3] Definitive Notes in aggregate principal amount
equal to the then Invested Amount of this [Class A-1/Class A-3] Note subject to
and in accordance with clause 3.4(b) of the Offered Note Trust Deed. The Issuer
is not obliged to issue [Class A-1/Class A-3] Definitive Notes until 30 days
after the occurrence of an event set out in clause 3.4(a) of the Offered Note
Trust Deed.

The Issuer, in its capacity as trustee of the Series Trust, subject to and in
accordance with this [Class A-1/Class A-3] Note, the Offered Note Conditions,
the Agency Agreement, the Series Supplement and the Offered Note Trust Deed,
promises to pay to [_____] as the registered holder of this [Class A-1/Class
A-3] Note, or to registered assigns of this [Class A-1/Class A-3] Note, the
principal sum of [US$/(euro)] [_____] (or such part of that amount as may become
repayable under the Offered Note Conditions, the Series Supplement and the
Offered Note Trust Deed) on such date(s) as that principal sum (or any part of
it) becomes repayable in accordance with the Offered Note Conditions, the Series
Supplement and the Offered Note Trust Deed and to pay interest in arrears on
each Quarterly Distribution Date on the Invested Amount of this [Class A-1/Class
A-3] Note at rates determined in accordance with Condition 6


                                                                              49



of the Offered Note Conditions. The [Class A-1/Class A-3] Definitive Notes to be
issued on that exchange will be in registered form each in the denomination of
[US$/(euro)][_____] or integral multiples of [US$/(euro)][_____]. If the Issuer
fails to meet its obligations to issue [Class A-1/Class A-3] Definitive Notes,
this shall be without prejudice to the Issuer's obligations with respect to the
[Class A-1/Class A-3] Notes under the Offered Note Trust Deed, the Master Trust
Deed, the Series Supplement, the Agency Agreement and this [Class A-1/Class A-3]
Note.

Payments of interest on this [Class A-1/Class A-3] Note due and payable on each
Quarterly Distribution Date, together with the instalment of principal, if any,
shall be payable in accordance with Condition 8.1 of the Offered Note Conditions
and the Agency Agreement. If this [Class A-1/Class A-3] Note is a [Class
A-1/Class A-3] Book-Entry Note such payments will be made to [the nominee of the
Depository in respect of the Class A-1 Notes (initially, such nominee to be Cede
& Co.)/the common depository for Clearsteam, Luxembourg and Euroclear in respect
of the Class A-3 Notes] and each of the persons appearing from time to time in
the records of [DTC/Clearsteam, Luxembourg and Euroclear] as the holder of a
beneficial interest in a [Class A-1/Class A-3] Note will be entitled to receive
any payment so made in respect of that [Class A-1/Class A-3] Note only in
accordance with the respective rules and procedures of [DTC/Clearsteam,
Luxembourg and Euroclear]. Such persons will have no claim directly against the
Issuer in respect of payments due on the [Class A-1/Class A-3] Notes which must
be made by the holder of this [Class A-1/Class A-3] Note, for so long as this
[Class A-1/Class A-3] Note is outstanding.

On any payment of principal and/or interest on the [Class A-1/Class A-3] Notes
details of that payment shall be endorsed by or on behalf of the Issuer in the
[US Dollar/Euro] Note Register and, in the case of payments of principal, the
Invested Amount and the Stated Amount of the [Class A-1/Class A-3] Notes shall
be reduced for all purposes by the amount so paid and endorsed in the [US
Dollar/Euro] Note Register. Any such record shall be prima facie evidence that
the payment in question has been made.

This [Class A-1/Class A-3] Note shall not become valid for any purpose unless
and until the Certificate of Authentication attached has been signed by an
Authorised Officer or other duly appointed representatives of the Offered Note
Trustee.

This [Class A-1/Class A-3] Note is governed by, and shall be construed in
accordance with, the laws of the Australian Capital Territory.

If this [Class A-1/Class A-3] Note is a [Class A-1/Class A-3] Book-Entry Note,
this [Class A-1/Class A-3] Note is a global note.

IN WITNESS the Issuer has caused this [Class A-1/Class A-3] Note to be signed
manually by a person duly authorised on its behalf

PERPETUAL TRUSTEE COMPANY LIMITED by:


------------------------------------------------
Authorised Officer/duly appointed representative

IMPORTANT NOTES:

Neither the Manager nor the Issuer is under any obligation at any time to
repurchase any [Class A-1/Class A-3] Notes from [Class A-1/Class A-3]
Noteholders.

This [Class A-1/Class A-3] Note is not a certificate of title and the [US
Dollar/Euro] Note Register on which these [Class A-1/Class A-3] Notes are
registered is the only conclusive evidence of the title of the abovementioned
person to the [Class A-1/Class A-3] Notes.

The Issuer issues this [Class A-1/Class A-3] Note only in its role as trustee of
the Series Trust. Any obligation or liability of the Issuer arising under or in
any way connected with the Series Trust under the Master Trust Deed, the Series
Supplement, the Offered Note Trust Deed, this [Class A-1/Class A-3] Note


                                                                              50



or any other Transaction Document to which the Issuer is a party is limited to
the extent to which it can be satisfied out of the Assets of the Series Trust
out of which the Issuer is actually indemnified for the obligation or liability.
This limitation will not apply to any obligation or liability of the Issuer only
to the extent that it is not so satisfied because of any fraud, negligence or
wilful default on the part of the Issuer. The Issuer will have no liability for
any act or omission of the Manager or of any other person (other than a person
whose acts or omissions the Issuer is liable for in accordance with any
Transaction Document).

Transfers of the [Class A-1/Class A-3] Notes must be pursuant to the annexed
form of assignment and otherwise in accordance with clause 5 of the Agency
Agreement.

None of the Manager or the Commonwealth Bank of Australia ABN 48 123 123 124
(the "BANK") as a Seller and the Servicer, or any other member of the
Commonwealth Bank group or the Issuer in its personal capacity or as trustee of
any other trust guarantees the payment or repayment of any principal, interest
or other amounts owing in respect of the [Class A-1/Class A-3] Notes.

The [Class A-1/Class A-3] Notes do not represent deposits or other liabilities
of the Manager, either Seller, the Servicer, the Bank or any other Related Body
Corporate of the Bank. The holding of the [Class A-1/Class A-3] Notes is subject
to investment risk, including possible delays in payment and loss of income and
principal invested. None of the Manager, either Seller, the Servicer, the Bank
or any other Related Body Corporate of the Bank stand in any way behind the
capital value and/or performance of the [Class A-1/Class A-3] Notes, or the
Assets held by the Series Trust.


                                                                              51



CERTIFICATE OF AUTHENTICATION

This [Class A-1/Class A-3] Note is authenticated by The Bank of New York as
Offered Note Trustee and until so authenticated shall not be valid for any
purpose.

THE BANK OF NEW YORK by:


------------------------------------------------
Authorised Officer/duly appointed representative


                                                                              52



ASSIGNMENT

Social Security or taxpayer I.D., or other identifying number of assignee:

For value received, the undersigned hereby sells, assigns and transfers unto

       _________________________________________________________________
                         (name and address of assignee)

the within [Class A-1/Class A-3] Note and all rights thereunder, and hereby
irrevocably constitutes and appoints _________________________, attorney, to
transfer said [Class A-1/Class A-3] Note on the books kept for registration
thereof, with full power of substitution in the premises.


Dated: ____________________             -------------------------------------- *
                                        Signature Guaranteed:


                                        ----------------------------------------
                                        Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the [US Dollar/Euro]
                                        Note Registrar, which requirements
                                        include membership or participation in
                                        STAMP or such other "signature guarantee
                                        program" as may be determined by the [US
                                        Dollar/Euro] Note Registrar in addition
                                        to, or in substitution for, STAMP, all
                                        in accordance with the Securities
                                        Exchange Act of 1934, as amended.

----------
*    NOTE: The signatures to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within [Class
     A-1/Class A-3] Note in every particular without alteration, enlargement or
     any change whatsoever.


                                                                              53



SCHEDULE 2
FORM OF OFFERED NOTE CONDITIONS

The following, subject to amendments, are the terms and conditions of the
Offered Notes, substantially as they will appear on the reverse of the Offered
Notes.

Offered Notes will initially be issued in book-entry form. Offered Notes in
definitive form will only be issued in limited circumstances. While the Offered
Notes remain in book-entry form, the same terms and conditions govern them,
except to the extent that they are appropriate only to the Offered Notes in
definitive form.

1.    GENERAL

      The issue of the:

      (a)  US$[_____] Class A-1 Mortgage Backed Floating Rate Notes due [_____]
           (the "CLASS A-1 NOTES");

      (b)  the A$[_____] Class A-2 Mortgage Backed Floating Rate Notes due
           [_____] (the "CLASS A-2 NOTES");

      (c)  the (euro)[_____] Class A-3 Mortgage Backed Floating Rate Notes due
           [_____] (the "CLASS A-3 NOTES"); and

      (d)  the A$[_____] Class B Mortgage Backed Floating Rate Notes due [_____]
           (the "CLASS B NOTES" and together with the Class A-1 Notes, the Class
           A-2 Notes and the Class A-3 Notes, the "NOTES"),

      by Perpetual Trustee Company Limited ABN 42 000 001 007, ("PERPETUAL") in
      its capacity as trustee of the Medallion Trust Series [_____] (the "SERIES
      TRUST") (Perpetual in such capacity, the "ISSUER") was authorised by a
      resolution of the board of directors of Perpetual passed on [_____].

      The Class A-1 Notes and the Class A-3 Notes (together the "OFFERED
      NOTES"):

      (a)  are constituted by an Offered Note Trust Deed (the "OFFERED NOTE
           TRUST DEED") dated on or about [_____] made between the Issuer,
           Securitisation Advisory Services Pty Limited ABN 88 064 133 946 (the
           "MANAGER") and The Bank of New York (the "OFFERED NOTE TRUSTEE") as
           trustee for the several persons who are for the time being registered
           holders of the:

           (i)   Class A-1 Notes (each a "CLASS A-1 NOTEHOLDER" and together the
                 "CLASS A-1 NOTEHOLDERS"); and

           (ii)  Class A-3 Notes (each a "CLASS A-3 NOTEHOLDER" and together the
                 "CLASS A-3 NOTEHOLDERS"),

           (the Class A-1 Noteholders together with the Class A-3 Noteholders,
           being the "OFFERED NOTEHOLDERS");

      (b)  are issued subject to, and with the direct or indirect benefit of,
           amongst other things:

           (i)   a Master Trust Deed (the "MASTER TRUST DEED") dated 8 October
                 1997 made between the Manager and Perpetual, as amended from
                 time to time;

           (ii)  a Series Supplement (the "SERIES SUPPLEMENT") dated on or about
                 [_____] made between Commonwealth Bank of Australia ABN 48 123
                 123 124 (generally the "BANK" and in its respective capacities
                 under the Series



                 Supplement, a "SELLER" and the initial "SERVICER"), Homepath
                 Pty Limited ABN 35 081 986 530 (a "SELLER"), the Manager and
                 Perpetual;

           (iii) a Security Trust Deed (the "SECURITY TRUST DEED") dated on or
                 about [_____] made between the Issuer, the Manager, the Offered
                 Note Trustee and P.T. Limited ABN 67 004 454 666 (the "SECURITY
                 TRUSTEE");

           (iv)  the Offered 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 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 Offered Notes will be
      made pursuant to an Agency Agreement (the "AGENCY AGREEMENT") dated on or
      about [_____] made between the Issuer, the Offered Note Trustee, the
      Manager, The Bank of New York, 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 US Dollar note
      registrar for the Class A-1 Notes (the "US DOLLAR NOTE REGISTRAR"), The
      Bank of New York, London Branch as an initial paying agent for the Offered
      Notes and the initial Euro note registrar for the Class A-3 Notes (the
      "EURO NOTE REGISTRAR" and, together with the US Dollar Note Registrar, the
      "OFFERED NOTE REGISTRARS") and Deutsche International Corporate Services
      (Ireland) Limited as initial paying agent for the Class A-2 Notes and the
      Offered Notes (the "CLASS A-2 IRISH PAYING AGENT" and the "OFFERED NOTE
      IRISH PAYING AGENT").

      The Issuer has entered into an ISDA Master Agreement (the "CURRENCY SWAP
      AGREEMENT") with the Bank (the "CURRENCY SWAP PROVIDER") and the Manager,
      together with a schedule and a credit support annex dated [_____] and:

      (a)  a confirmation dated on or about [_____] relating thereto in respect
           of the Class A-1 Notes (such confirmation documenting the "CLASS A-1
           CURRENCY SWAP"); and

      (b)  a confirmation dated on or about [_____] relating thereto in respect
           of the Class A-3 Notes (such confirmation documenting the "CLASS A-3
           CURRENCY SWAP" and, together with the Class A-1 Currency Swap, the
           "CURRENCY SWAPS").

      The Manager will make application to the Irish Stock Exchange for the
      Offered Notes to be admitted to the Daily Official List.

      "TRANSACTION DOCUMENTS" means the Master Trust Deed in so far as it
      relates to the Series Trust, the Series Supplement, the Currency Swap
      Agreement, the Interest Rate Swap Agreement, the Liquidity Facility
      Agreement, the Standby Redraw Facility Agreement, the [_____] Mortgage
      Insurance Policy, the Security Trust Deed, the Dealer Agreement, the
      Underwriting Agreement, the Subscription Agreement, the Offered Note Trust
      Deed, these Conditions, the Agency Agreement and any other document which
      is agreed by the Manager and the Issuer to be a Transaction Document in
      relation to the Series Trust.

      "DEALER AGREEMENT", "[_____] MORTGAGE INSURANCE POLICY", "INTEREST RATE
      SWAP AGREEMENT", "LIQUIDITY FACILITY AGREEMENT", "STANDBY REDRAW FACILITY
      AGREEMENT", "SUBSCRIPTION AGREEMENT" and "UNDERWRITING AGREEMENT" have the
      same respective meanings as in the Series Supplement.

      "US$" means the lawful currency for the time being of the United States of
      America, "(EURO)"



      means the lawful currency of the member states of the European Union that
      adopt the single currency in accordance with the EC Treaty 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 defined in CONDITION
           10.3) is either:

           (i)   if the Offered Note Trustee is of the opinion that the
                 amendment will not be materially prejudicial to the interests
                 of the Offered Noteholders, consented to by the Offered Note
                 Trustee; or

           (ii)  otherwise, approved by a Special Majority (as defined in
                 CONDITION 10.3) of the Offered Noteholders under the Offered
                 Note Trust Deed; or

      (b)  if the amendment does effect a Payment Modification (as defined in
           CONDITION 10.3), is consented to by each Offered 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 therefore 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
      down to the nearest cent in that currency and all other calculations and
      percentages determined hereunder will be rounded down to the nearest 4
      decimal places.



3.    OFFERED NOTEHOLDERS BOUND

      The Offered 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 during normal business
      hours on New York business days at the registered office for the time
      being of the Offered Note Trustee (which is, at the date of these
      Conditions, 101 Barclay Street, 21W, New York, New York, 10286).

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

4.1   FORM AND DENOMINATION

      The Offered Notes will be issued in registered form and:

      (a)  in the case of the Class A-1 Notes, in minimum denominations of
           US$[_____] and integral multiples of US$[_____]; and

      (b)  in the case of the Class A-3 Notes, in minimum denominations of
           (euro)[_____] and integral multiples of (euro)[_____].

      The initial principal amount of each Offered Note (the "INITIAL INVESTED
      AMOUNT" in relation to that Offered Note) will be stated on its face.

4.2   TITLE

      Title to the Offered Notes will only be shown on, and will only pass by
      registration in, the registers (the "OFFERED NOTE REGISTERS") maintained
      by the Offered Note Registrars in accordance with the Agency Agreement.
      Offered Notes may be transferred, or may be exchanged for other Offered
      Notes of the same class in any authorised denominations and a like
      Invested Amount (as defined in CONDITION 6.5), upon the surrender of the
      Offered 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 relevant Offered Note
      Registrar may reasonably require, to a specified office of the relevant
      Offered Note Registrar (as set out at the end of these Conditions or
      otherwise notified to Offered Noteholders) subject to and in accordance
      with the Agency Agreement. No service charge may be made for any transfer
      or exchange, but the relevant Offered Note Registrar may require payment
      by the Offered 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 Offered Notes. The relevant Offered Note Registrar need not
      register transfers or exchanges of Offered Notes for a period of 30 days
      preceding the due date for any payment with respect to the Offered Notes
      or for a period, not exceeding 30 days, specified by the Offered Note
      Trustee prior to any meeting, which includes Offered Noteholders, under
      the Master Trust Deed or the Security Trust Deed. The Issuer, the Offered
      Note Trustee, the Manager, the Agent Bank and each Paying Agent may accept
      the correctness of the Offered Note Registers and any information provided
      to it by the relevant Offered Note Registrar and is not required to
      enquire into its authenticity. None of the Issuer, the Offered Note
      Trustee, the Manager, the Agent Bank, any Paying Agent or the relevant
      Offered Note Registrar is liable for any mistake in the Offered Note
      Registers 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 OFFERED NOTES, THE CLASS A-2
      NOTES, THE CLASS B NOTES AND THE REDRAW BONDS

5.1   STATUS OF THE SECURITIES

      The Notes and the Redraw Bonds (as defined in CONDITION 5.6) (together the
      "SECURITIES") are direct, secured (as described in CONDITION 5.2) limited
      recourse (as described in CONDITION 5.3) obligations of the Issuer.



5.2   SECURITY

      The obligations of the Issuer under the Securities are (amongst the other
      payment obligations of the Issuer 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 Series Trust (the
      "CHARGED PROPERTY"). The Charged Property includes an equitable interest
      in certain mortgage loans, and related mortgages, acquired by the Issuer
      from the Sellers. The Charge is a first ranking security, subject only to
      the Prior Interest in the Charged Property.

      "INVESTED AMOUNT" in relation to an Offered Note is defined in CONDITION
      6.5 and in relation to a Class A-2 Note, Class B Note or Redraw Bond (as
      defined in CONDITION 5.6) means A$[_____] less the aggregate of all
      amounts previously paid in relation to that Class A-2 Note, Class B Note
      or Redraw Bond on account of principal pursuant to clause 10.7 of the
      Series Supplement.

      "PRIOR INTEREST" means the lien over, and right of indemnification from,
      the Charged Property held by the Issuer under, and calculated in
      accordance with, the Master Trust Deed for the fees, costs, charges and
      expenses incurred by or payable to the Issuer (in its capacity as trustee
      of the Series Trust) in accordance with the Master Trust Deed and the
      Series Supplement (other than the Secured Moneys and other than the
      Arranging Fees (as defined in the Series Supplement) payable to the
      Manager) which are unpaid or paid by the Issuer but not reimbursed to the
      Issuer from the assets and property of the Series Trust.

      "SECURED CREDITORS" means the Offered Note Trustee (in its personal
      capacity and as trustee of the Offered Note Trust established under the
      Offered Note Trust Deed), each Agent, each Securityholder, each Hedge
      Provider (as defined in the Series Supplement), the Liquidity Facility
      Provider (as defined in the Series Supplement), the Standby Redraw
      Facility Provider (as defined in the Series Supplement), the Servicer and
      each Seller.

      "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, whether such amounts are liquidated or not or
      are contingent or presently accrued due, and includes all rights sounding
      in damages only provided that:

      (a)  the amount owing by the Issuer in relation to the principal component
           of a Security is to be calculated by reference to the Invested Amount
           of that Security; and

      (b)  the amount owing by the Issuer in relation to the principal component
           of the Standby Redraw Facility Agreement is to be calculated by
           reference to the aggregate of the Standby Redraw Facility Principal
           and the Unreimbursed Principal Chargeoffs (as defined in CONDITION
           7.10) in relation to the Standby Redraw Facility Principal.

      "SECURITYHOLDERS" means the Offered Noteholders, the Class A-2 Noteholders
      (as defined in the Series Supplement), the Class B Noteholders (as defined
      in the Series Supplement) and the Redraw Bondholders (as defined in the
      Series Supplement).

      "STANDBY REDRAW FACILITY PRINCIPAL" has the same meaning as in the Series
      Supplement.

5.3   LIMITED RECOURSE

      The liability of the Issuer to make interest and principal payments on the
      Offered Notes is limited, except in certain circumstances described in
      CONDITION 12, to the assets and property of the Series Trust available for
      this purpose in accordance with, and subject to the order of priority of
      payments in, the Series Supplement (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 Series
      Trust (including following enforcement of the Charge) may be insufficient
      to pay all amounts due to the Offered Noteholders and any other amounts
      ranking in priority to or equally with amounts due to the Offered
      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 series
      trust established pursuant to the Master Trust Deed) will not in any
      circumstances be available to pay any amounts due to Offered Noteholders.

      None of the Bank, either Seller, the Manager, the Offered Note Trustee,
      the Security Trustee, any Agent, the Currency Swap Provider or the
      Managers (as defined in the Underwriting Agreement), amongst others, has
      any obligation to any Offered Noteholder for payment of any amount owed by
      the Issuer in respect of the Offered Notes.

5.4   NO PREFERENCE WITHIN THE OFFERED NOTES

      The Offered Notes rank equally and rateably and without any preference or
      priority among themselves except for, after enforcement of the Charge, the
      application of any termination payment payable by the Currency Swap
      Provider to the Issuer under a Currency Swap. Any such termination payment
      in respect of the Class A-1 Currency Swap will be applied rateably amongst
      the Class A-1 Noteholders and any such termination payment in respect of
      the Class A-3 Currency Swap will be applied rateably amongst the Class A-3
      Noteholders.

5.5   RANKING OF OFFERED NOTES AND CLASS A-2 NOTES

      (a)  Prior to the enforcement of the Charge, under the Series Supplement
           the Offered Notes and Class A-2 Notes will rank equally and rateably
           in relation to the allocation and payment of interest and principal.
           The amounts payable by the Issuer under the Series Supplement in
           relation to the Offered Notes will be calculated by reference to the
           applicable Australian dollar amounts payable by the Issuer to the
           Currency Swap Provider, which rank equally and rateably with amounts
           payable in respect of the Class A-2 Notes, which in turn will be
           applied to meet the payment of interest and the repayment of
           principal (as applicable) on the Offered Notes as explained,
           respectively, in CONDITIONS 6.10 and 7.2.

      (b)  Following enforcement of the Charge, under the Security Trust Deed
           the payment of amounts owing in relation to the Offered Notes and the
           Class A-2 Notes will rank rateably (the amounts owing in respect of
           the Offered Notes will, for the purposes of determining distributions
           to, and allocations between, the Offered Noteholders, the Class A-2
           Noteholders and the other Secured Creditors, be converted into A$ in
           accordance with the Security Trust Deed).

5.6   ISSUE OF REDRAW BONDS

      Under the Series Supplement, the Issuer is entitled to issue debt
      securities ("REDRAW BONDS") from time to time at the direction of the
      Manager. If prior to a Determination Date, the Manager considers that the
      aggregate of:

      (a)  the amount by which the aggregate of the Principal Collections, the
           Principal Draw Reimbursement, the Principal Chargeoff Reimbursements
           (as defined in CONDITION 7.10) and the Other Principal Amounts for
           the Collection Period ending on the Determination Date exceeds any
           Net Income Shortfall on that Determination Date; and



      (b)  the Standby Redraw Facility Advance (if any) to be made on the next
           Quarterly Distribution Date,

      as estimated by the Manager are likely to be insufficient to meet in full
      the aggregate of:

      (c)  the Seller Advances; and

      (d)  the Standby Redraw Facility Principal,

      that the Manager estimates will be outstanding on the Determination Date,
      the Manager may direct the Issuer to issue Redraw Bonds for a principal
      amount specified in the direction. The maximum Stated Amount (as
      hereinafter defined) of the Redraw Bonds outstanding on any Quarterly
      Distribution Date (after taking into account any expected repayment of
      principal on the Redraw Bonds on that Quarterly Distribution Date) must
      not exceed the Redraw Bond Principal Limit.

      "COLLECTION PERIOD", "DETERMINATION DATE", " QUARTERLY DISTRIBUTION DATE",
      "NET INCOME SHORTFALL", "OTHER PRINCIPAL AMOUNT", "PRINCIPAL COLLECTIONS",
      "PRINCIPAL DRAW REIMBURSEMENT", "REDRAW BOND PRINCIPAL LIMIT", "SELLER
      ADVANCE", "STANDBY REDRAW FACILITY ADVANCE" and "STATED AMOUNT" in
      relation to the Redraw Bonds have the same respective meanings as in the
      Series Supplement.

      Prior to the enforcement of the Charge, under the Series Supplement: (i)
      the payment of interest on the Redraw Bonds will rank equally and rateably
      with the payment of interest on the Offered Notes and Class A-2 Notes (or,
      in the case of the Offered Notes, equally and rateably with the payment of
      the relevant A$ amounts by the Issuer to the Currency Swap Provider which
      in turn will be applied to meet the payment of interest on the Offered
      Notes as explained in CONDITION 6.10); and (ii) the repayment of principal
      on the Redraw Bonds will rank ahead of the repayment of principal on the
      Offered Notes and Class A-2 Notes (or, in the case of the Offered Notes,
      ahead of the payment of the relevant A$ amounts by the Issuer to the
      Currency Swap Provider which in turn will be applied to meet the repayment
      of principal on the Offered Notes as explained in CONDITION 7.2).

      Following the enforcement of the Charge, under the Security Trust Deed the
      payment of amounts owing in relation to the Redraw Bonds will rank
      rateably with the payment of amounts owing in relation to the Offered
      Notes (the amounts owing in respect of the Offered Notes will, for the
      purposes of determining distributions to, and allocations between, the
      Offered Noteholders and Redraw Bondholders and other Secured Creditors, be
      converted into A$ in accordance with the Security Trust Deed).

5.7   SUBORDINATION OF CLASS B NOTES

      Prior to the enforcement of the Charge, the payment of interest in
      relation to the Class B Notes is subordinated to, amongst other things,
      the payment of interest on the Offered Notes, the Class A-2 Notes and the
      Redraw Bonds in accordance with the Series Supplement; and the repayment
      of the principal on the Class B Notes is, to a certain extent,
      subordinated to, amongst other things, the repayment of the principal on
      the Offered Notes, the Class A-2 Notes and the Redraw Bonds in accordance
      with the calculations to be made of the amounts to be paid by the Issuer
      under the Series Supplement (in the case of the Offered Notes, the
      subordination of the Class B Notes is in respect of the relevant A$
      amounts payable by the Issuer to the Currency Swap Provider which in turn
      will be applied to meet the payment of interest and the repayment of
      principal on the Offered Notes as explained, respectively, in CONDITIONS
      6.10 and 7.2).

      Following the enforcement of the Charge, in the distribution of the net
      proceeds (if any) arising from the enforcement of the Charge, any payment
      in relation to the Class B Notes will be subordinated to, amongst other
      things, payment of all amounts due in relation to the Offered Notes, the
      Class A-2 Notes and the Redraw Bonds (the amounts owing in respect of the



      Offered Notes will, for the purposes of determining distributions to, and
      allocations between, the Offered Noteholders, Class A-2 Noteholders, Class
      B Noteholders and other Secured Creditors, 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 Offered Noteholders, Class A-2
      Noteholders and the Redraw Bondholders if there is a conflict between the
      interests of the Offered Noteholders, Class A-2 Noteholders and the Redraw
      Bondholders (on the one hand) and any other Secured Creditor, including
      the Class B Noteholders (on the other hand). In determining the interests
      of the Offered Noteholders, the Security Trustee may rely on a
      determination of the Offered Note Trustee.

5.8   THE SECURITIES RANK EQUALLY EXCEPT AS PROVIDED IN THE TRANSACTION
      DOCUMENTS

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

6.    INTEREST

6.1   PERIOD OF ACCRUAL

      Each Offered 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 Stated Amount (as hereinafter defined) of the
           Offered Note is reduced to zero and all accrued but previously unpaid
           interest, is paid in full;

      (b)  the date on which the Offered 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 Offered 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 Offered Note up
                 to that day are received by or on behalf of the Offered
                 Noteholder; and

           (ii)  the seventh day after notice is given to the Offered 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 Offered Note is deemed to be redeemed in
           accordance with CONDITION 7.6.

      "STATED AMOUNT" in relation to:

      (a)  an Offered Note at any given time means the Initial Invested Amount
           of that Offered Note less the sum of:

           (i)   the aggregate of all amounts previously paid in relation to
                 that Offered Note on account of principal pursuant to CONDITION
                 7.2(C); and

           (ii)  the aggregate of all then Unreimbursed Principal Chargeoffs (as
                 defined in CONDITION 7.10) in relation to that Offered Note;
                 and

      (b)  any A$ Security (as defined in the Series Supplement) at any given
           time means A$[_] less the sum of:



           (i)   the aggregate of all amounts previously paid in relation to
                 that A$ Security on account of principal pursuant to clause
                 10.7 of the Series Supplement; and

           (ii)  the aggregate of all then Unreimbursed Principal Chargeoffs (as
                 defined in the Series Supplement) in relation to that A$
                 Security.

6.2   ACCRUAL PERIODS

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

      "QUARTERLY DISTRIBUTION DATE" means the [_] day of [_], [_], [_] and [_]
      in each year (or, if such a day is not a Business Day, the next Business
      Day). The first Quarterly Distribution Date is [_] (or, if that day is not
      a Business Day, the next Business Day).

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

      "TARGET SETTLEMENT DAY" means any day on which TARGET (the Trans-European
      Automated Real-time Gross Settlement Express Transfer System) is open.

6.3   INTEREST RATE FOR THE CLASS A-1 NOTES

      The rate of interest ("INTEREST RATE") payable from time to time in
      respect of a Class A-1 Note and an Accrual Period is the aggregate of
      USD-LIBOR-BBA (as hereinafter defined) for that Accrual Period and the
      Issue Margin (as hereinafter defined) in relation to the Class A-1 Note.

      "USD-LIBOR-BBA" for an Accrual Period will be calculated by the Agent Bank
      in accordance with paragraph (a) (or, if applicable, paragraph (b)) below
      (subject, in the case of the first Accrual Period, to paragraph (c)
      below):

      (a)  on the second Banking Day before the beginning of the Accrual Period
           (a "CLASS A-1 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. ("ISDA") (the "ISDA DEFINITIONS") 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 Class
           A-1 Rate Page (as hereinafter defined) as of 11.00am, London time, on
           the Class A-1 Rate Set Date;

      (b)  if such rate does not appear on the Class A-1 Rate Page at that time,
           the USD-LIBOR-BBA for that Accrual Period will be determined as if
           the Issuer and the Agent Bank had specified "USD-LIBOR-Reference
           Banks" 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 Class A-1 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 and the Currency Swap Provider, at approximately 11.00am, New
           York City time, on that Class A-1 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)  the USD-LIBOR-BBA for the first Accrual Period will be the rate
           determined by linear interpolation calculated in accordance with
           paragraph (a) or, if applicable, paragraph (b) above with reference
           to the duration of the first Accrual Period.

      "BANKING 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.

      "CLASS A-1 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 Offered Note Trustee.

      "ISSUE MARGIN" in relation to a Class A-1 Note means, subject to the
      following:

      (a)  for the period from, and including, the Closing Date to, but
           excluding, the first Quarterly Distribution Date (the "STEP-UP DATE")
           after the Quarterly Distribution Date on which the aggregate Mortgage
           Loan Principal (as defined in the Series Supplement) expressed as a
           percentage of the aggregate Mortgage Loan Principal at the beginning
           of business (Sydney time) on [_] falls below 10%, [_]% per annum; and

      (b)  for the period from, and including, the Step-Up Date to, but
           excluding, the date on which that Class A-1 Note ceases to accrue
           interest in accordance with CONDITION 6.1, [_]% per annum.

      If the Issuer, at the direction of the Manager, proposes to exercise its
      option to redeem the Securities at their Stated Amount in accordance with
      CONDITION 7.3 on a Quarterly Distribution Date but is unable to do so
      because, following a meeting of Securityholders convened under the
      provisions of the Security Trust Deed by the Manager for this purpose, the
      Securityholders have not approved by an Extraordinary Resolution (as
      defined in CONDITION 9.1) the redemption of the Securities at their Stated
      Amount, then the Issue Margin in relation to each Class A-1 Note from, and
      including, that Quarterly Distribution Date to, but excluding, the date on
      which that Class A-1 Note ceases to accrue interest in accordance with
      CONDITION 6.1, is [_]% per annum.

      There is no maximum or minimum Interest Rate for the Class A-1 Notes.

6.4   INTEREST RATE FOR THE CLASS A-3 NOTES

      The Interest Rate payable from time to time in respect of a Class A-3 Note
      and an Accrual Period is the aggregate of EUR-EURIBOR-Telerate (as
      hereinafter defined) for that Accrual Period and the Issue Margin (as
      hereinafter defined) in relation to the Class A-3 Note.



      "EUR-EURIBOR-TELERATE" for an Accrual Period will be calculated by the
      Agent Bank in accordance with paragraph (a) (or, if applicable, paragraph
      (b)) below (subject, in the case of the first Accrual Period, to paragraph
      (c) below):

      (a)  on the second TARGET Settlement Day before the beginning of the
           Accrual Period (a "CLASS A-3 RATE SET DATE") the Agent Bank will
           determine the rate "EUR-EURIBOR-TELERATE" as the applicable Floating
           Rate Option under the ISDA Definitions being the rate applicable for
           three-month deposits in Euros which appears on the Class A-3 Rate
           Page (as hereinafter defined) as of 11.00 a.m., Brussels time, on the
           Class A-3 Rate Set Date;

      (b)  if such rate does not appear on the Class A-3 Rate Page at that time,
           the EUR-EURIBOR-Telerate for that Accrual Period will be determined
           as if the Issuer and the Agent Bank had specified
           "EUR-EURIBOR-REFERENCE BANKS" as the applicable Floating Rate Option
           under the ISDA Definitions. For this purpose "EUR-EURIBOR-REFERENCE
           BANKS" means that the rate for an Accrual Period will be determined
           on the basis of the rates at which deposits in Euros are offered by
           the Reference Banks (being four major banks in the Euro-zone
           interbank market determined by the Agent Bank) at approximately 11.00
           a.m., Brussels time, on the Class A-3 Rate Set Date to prime banks in
           the Euro-zone interbank market for a period of three months
           commencing on the first day of that Accrual Period and in a
           Representative Amount (as defined in the ISDA Definitions). The Agent
           Bank will request the principal Euro-zone office of each of the
           Reference Banks to provide a quotation of its rate. If at least two
           such quotations are provided, the EUR-EURIBOR-Telerate for that
           Accrual Period will be the arithmetic mean of the quotations. If
           fewer than two quotations are provided as requested, the
           EUR-EURIBOR-Telerate for that Accrual Period will be the arithmetic
           mean of the rates quoted by not less than two major banks in the
           Euro-zone, selected by the Agent Bank, at approximately 11.00 a.m.,
           Brussels time, on that Class A-3 Rate Set Date for loans in Euros to
           leading European banks for a period of three months commencing on the
           first day of that Accrual Period and in a Representative Amount. If
           no such rates are available in Brussels, then the
           EUR-EURIBOR-Telerate for such Accrual Period will be the most
           recently determined rate in accordance with paragraph (a); and

      (c)  the EUR-EURIBOR-Telerate for the first Accrual Period will be the
           rate determined by linear interpolation calculated in accordance with
           paragraph (a) or, if applicable, paragraph (b) above with reference
           to the duration of the first Accrual Period.

      "CLASS A-3 RATE PAGE" means Telerate Page 248 or, if Telerate Page 248
      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 Offered Note Trustee.

      "ISSUE MARGIN" in relation to a Class A-3 Note means, subject to the
      following:

      (a)  for the period from, and including, the Closing Date to, but
           excluding, the first Quarterly Distribution Date (the "STEP-UP DATE")
           after the Quarterly Distribution Date on which the aggregate Mortgage
           Loan Principal (as defined in the Series Supplement) expressed as a
           percentage of the aggregate Mortgage Loan Principal at the beginning
           of business (Sydney time) on [_] falls below 10%, [_]% per annum; and

      (b)  for the period from, and including, the Step-Up Date to, but
           excluding, the date on which that Class A-3 Note ceases to accrue
           interest in accordance with CONDITION 6.1, [_]% per annum.



      If the Issuer, at the direction of the Manager, proposes to exercise its
      option to redeem the Securities at their Stated Amount in accordance with
      CONDITION 7.3 on a Quarterly Distribution Date but is unable to do so
      because, following a meeting of Securityholders convened under the
      provisions of the Security Trust Deed by the Manager for this purpose, the
      Securityholders have not approved by an Extraordinary Resolution (as
      defined in CONDITION 9.1) the redemption of the Securities at their Stated
      Amount, then the Issue Margin in relation to each Class A-3 Note from, and
      including, that Quarterly Distribution Date to, but excluding, the date on
      which that Class A-3 Note ceases to accrue interest in accordance with
      CONDITION 6.1, is [_]% per annum.

      There is no maximum or minimum Interest Rate for the Class A-3 Notes.

6.5   CALCULATION OF INTEREST ON THE OFFERED NOTES

      (a)  Interest on each Class A-1 Note for an Accrual Period (the "CLASS A-1
           INTEREST AMOUNT") is calculated by applying the Interest Rate for
           that Class A-1 Note for that Accrual Period to the Invested Amount of
           that Class A-1 Note on the first day of the Accrual Period (after
           taking into account any reductions in the Invested Amount of that
           Class A-1 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.

      (b)  Interest on each Class A-3 Note for an Accrual Period (the "CLASS A-3
           INTEREST AMOUNT") is calculated by applying the Interest Rate for
           that Class A-3 Note for that Accrual Period to the Invested Amount of
           that Class A-3 Note on the first day of the Accrual Period (after
           taking into account any reductions in the Invested Amount of that
           Class A-3 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.

      "INVESTED AMOUNT" in relation to an Offered Note means the Initial
      Invested Amount of that Offered Note less the aggregate of all amounts
      previously paid in relation to that Offered Note on account of principal
      pursuant to CONDITION 7.2(C).

6.6   DETERMINATION OF INTEREST RATES AND INTEREST AMOUNTS

      (a)  The Agent Bank will, as soon as practicable after 11.00am (London
           time or, if applicable, New York City time) on each Class A-1 Rate
           Set Date, determine the Interest Rate in relation to the Class A-1
           Notes, and calculate the Class A-1 Interest Amount, for the
           immediately succeeding Accrual Period in accordance with,
           respectively, CONDITIONS 6.3 and 6.5(A). The determination of the
           Interest Rate in relation to the Class A-1 Notes, and the calculation
           of the Class A-1 Interest Amount, by the Agent Bank in accordance
           with, respectively, CONDITIONS 6.3 and 6.5(A) will (in the absence of
           manifest error, wilful default or bad faith) be final and binding
           upon all parties.

      (b)  The Agent Bank will, as soon as practicable after 11.00am (Brussels
           time) on each Class A-3 Rate Set Date, determine the Interest Rate in
           relation to the Class A-3 Notes, and calculate the Class A-3 Interest
           Amount, for the immediately succeeding Accrual Period in accordance
           with, respectively, CONDITIONS 6.3 and 6.5(B). The determination of
           the Interest Rate in relation to the Class A-3 Notes, and the
           calculation of the Class A-3 Interest Amount, by the Agent Bank in
           accordance with, respectively, CONDITIONS 6.3 and 6.5(B) will (in the
           absence of manifest error, wilful default or bad faith) be final and
           binding upon all parties.

6.7   NOTIFICATION AND PUBLICATION OF INTEREST RATES AND INTEREST AMOUNTS

      The Agent Bank will cause the Interest Rates for the Class A-1 Notes and
      the Class A-3 Notes



      and the Class A-1 Interest Amount and the Class A-3 Interest Amount for
      each Accrual Period, and the date of the next Quarterly Distribution Date,
      to be notified to the Issuer, the Manager, the Offered Note Trustee, the
      Currency Swap Provider, the Paying Agents and the Irish Stock Exchange
      (for so long as the Offered Notes are listed on the Daily Official List of
      the Irish Stock Exchange) on or as soon as practical after the Agent Bank
      has determined the Interest Rates for the Class A-1 Notes and the Class
      A-3 Notes and calculated the Class A-1 Interest Amount and the Class A-3
      Interest Amount or on such earlier date as the Irish Stock Exchange may
      require (for so long as the Offered Notes are listed on the Daily Official
      List of the Irish Stock Exchange) and will cause the same to be published
      in accordance with CONDITION 11.2 as soon as practical after that
      notification. The Class A-1 Interest Amount, the Class A-3 Interest Amount
      and the Quarterly Distribution 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 Offered Notes are immediately due and
      payable, the Class A-1 Interest Amount, the Class A-3 Interest Amount and
      the Interest Rates in respect of the Class A-1 Notes and the Class A-3
      Notes will nevertheless continue to be calculated by the Agent Bank in
      accordance with this Condition, but no publication of the Class A-1
      Interest Amount, the Class A-3 Interest Amount or the Interest Rates for
      the Class A-1 Notes and the Class A-3 Notes so calculated or the Quarterly
      Distribution Dates needs to be made unless, in the case of the Class A-1
      Interest Amount, the Class A-3 Interest Amount or the Interest Rates for
      the Class A-1 Notes and the Class A-3 Notes, the Offered Note Trustee
      otherwise requires.

6.8   DETERMINATION OR CALCULATION BY THE OFFERED NOTE TRUSTEE

      If the Agent Bank at any time for any reason does not determine the
      Interest Rates in respect of the Class A-1 Notes and the Class A-3 Notes,
      or calculate the Class A-1 Interest Amount or the Class A-3 Interest
      Amount, in accordance with this CONDITION 6, the Offered Note Trustee will
      do so and each such determination or calculation by the Offered Note
      Trustee will be as if made by the Agent Bank. In doing so, the Offered
      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.

6.9   AGENT BANK

      The Issuer will procure that, for so long as any of the Offered Notes
      remain outstanding, there will at all times be an Agent Bank. The Issuer,
      at the direction of the Manager, may with the prior written approval of
      the Offered 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 to the Offered 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, 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 Offered Note Trustee has been appointed and
      notice of the appointment of the successor has been given by the Issuer to
      the Offered Noteholders in accordance with CONDITION 11.1. The initial
      Agent Bank and its specified office are set out at the end of these
      Conditions.

6.10  PAYMENT OF THE INTEREST AMOUNTS

      The Class A-1 Interest Amount for each Accrual Period in relation to a
      Class A-1 Note is payable in arrears in US$ on the Quarterly Distribution
      Date which is the last day of the Accrual Period. The Class A-3 Interest
      Amount for each Accrual Period in relation to a Class A-3 Note is payable
      in arrears in Euro on the Quarterly Distribution Date which is the last
      day of the Accrual Period. On each Quarterly Distribution Date prior to
      the enforcement of the



      Charge, the Issuer must:

      (a)  to the extent that there are funds available for this purpose in
           accordance with the Series Supplement pay, in accordance with the
           directions of the Manager:

           (i)   the A$ Class A-1 Floating Amount and any A$ Class A-1 Unpaid
                 Floating Amount in relation to that Quarterly Distribution Date
                 to the Currency Swap Provider in accordance with the Class A-1
                 Currency Swap; and

           (ii)  the A$ Class A-3 Floating Amount and any A$ Class A-3 Unpaid
                 Floating Amount in relation to that Quarterly Distribution Date
                 to the Currency Swap Provider in accordance with the Class A-3
                 Currency Swap;

      (b)  direct the Currency Swap Provider (which direction may be contained
           in the applicable Currency Swap) to pay the Class A-1 Interest
           Payments and the Class A-3 Interest Payments on each Quarterly
           Distribution 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:

           (i)   the Class A-1 Interest Payments received by it from the
                 Currency Swap Provider under the Class A-1 Currency Swap on a
                 Quarterly Distribution Date rateably amongst the Class A-1
                 Notes based on their Stated Amounts towards the Class A-1
                 Interest Amount in relation to each Class A-1 Note in relation
                 to the Accrual Period ending on that Quarterly Distribution
                 Date and any then Class A-1 Unpaid Interest Amount (as defined
                 in CONDITION 6.11) in relation to each Class A-1 Note (to the
                 extent included in the Class A-1 Interest Payment) in
                 accordance with, and subject to, these Conditions and the
                 Agency Agreement; and

           (ii)  the Class A-3 Interest Payments received by it from the
                 Currency Swap Provider under the Class A-3 Currency Swap on a
                 Quarterly Distribution Date rateably amongst the Class A-3
                 Notes based on their Stated Amounts towards the Class A-3
                 Interest Amount in relation to each Class A-3 Note in relation
                 to the Accrual Period ending on that Quarterly Distribution
                 Date and any then Class A-3 Unpaid Interest Amount (as defined
                 in CONDITION 6.11) in relation to each Class A-3 Note (to the
                 extent included in the Class A-3 Interest Payment) in
                 accordance with, and subject to, these Conditions and the
                 Agency Agreement.

      "A$ CLASS A-1 FLOATING AMOUNT", "A$ CLASS A-1 UNPAID FLOATING AMOUNT",
      "CLASS A-1 INTEREST PAYMENT", "A$ CLASS A-3 FLOATING AMOUNT", "A$ CLASS
      A-3 UNPAID FLOATING AMOUNT" and "CLASS A-3 INTEREST PAYMENT" have the same
      respective meanings as in the Series Supplement.

6.11  INTEREST ON UNPAID INTEREST AMOUNTS

      If interest is not paid in respect of an Offered Note on the date when due
      and payable, that unpaid interest will itself bear interest at the
      Interest Rate in relation to that Offered 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 6.10 (the unpaid
      interest and interest on that unpaid interest, in relation to a Class A-1
      Note, is a "CLASS A-1 UNPAID INTEREST AMOUNT" and the unpaid interest and
      interest on that unpaid interest, in relation to a Class A-3 Note, is a
      "CLASS A-3 UNPAID INTEREST AMOUNT").



7.    REDEMPTION OF THE OFFERED NOTES

7.1   FINAL REDEMPTION OF THE OFFERED NOTES

      Unless previously redeemed (or deemed to be redeemed) in full, the Issuer
      will redeem the Offered Notes at their then Stated Amount, together with
      all then accrued but unpaid interest, on the Quarterly Distribution Date
      occurring in [_] (the "SCHEDULED MATURITY DATE").

7.2   PART REDEMPTION OF OFFERED NOTES

      Subject to CONDITIONS 7.3, 7.4 and 7.6, on each Quarterly Distribution
      Date prior to the enforcement of the Charge until the Stated Amount of the
      Offered Notes is reduced to zero the Issuer must:

      (a)  pay, in accordance with the directions of the Manager:

           (i)   the A$ Class A-1 Principal Amount (if any) in relation to that
                 Quarterly Distribution Date to the Currency Swap Provider in
                 accordance with the Class A-1 Currency Swap; and

           (ii)  the A$ Class A-3 Principal Amount (if any) in relation to that
                 Quarterly Distribution Date to the Currency Swap Provider in
                 accordance with the Class A-3 Currency Swap;

      (b)  direct the Currency Swap Provider (which instruction may be contained
           in the applicable Currency Swap) to pay on each Quarterly
           Distribution Date to the Principal Paying Agent in accordance with
           the Agency Agreement:

           (i)   the US$ Equivalent of the amount of the A$ Class A-1 Principal
                 Amount (such US$ Equivalent of the A$ Class A-1 Principal
                 Amount being the "CLASS A-1 PRINCIPAL Amount") received under
                 the Class A-1 Currency Swap by the Currency Swap Provider from
                 the Issuer on that Quarterly Distribution Date; and

           (ii)  the Euro Equivalent of the amount of the A$ Class A-3 Principal
                 Amount (such Euro Equivalent of the A$ Class A-3 Principal
                 Amount being the "CLASS A-3 PRINCIPAL AMOUNT") received under
                 the Class A-3 Currency Swap by the Currency Swap Provider from
                 the Issuer on that Quarterly Distribution Date; and

      (c)  direct the Principal Paying Agent (which direction may be contained
           in the Agency Agreement) to pay:

           (i)   the Class A-1 Principal Amount received under the Class A-1
                 Currency Swap from the Currency Swap Provider equally amongst
                 the Class A-1 Notes towards the repayment of the Stated Amount
                 on the Class A-1 Notes; and

           (ii)  the Class A-3 Principal Amount received under the Class A-3
                 Currency Swap from the Currency Swap Provider equally amongst
                 the Class A-3 Notes towards the repayment of the Stated Amount
                 on the Class A-3 Notes,

           in accordance with, and subject to, these Conditions and the Agency
           Agreement. Such payments of the Stated Amounts on an Offered Note
           will constitute a redemption of that Offered Note in part to the
           extent of such repayment and, upon such repayment, the obligation of
           the Issuer with respect to that Offered Note will be discharged to
           the extent of such repayment.



      "A$ CLASS A-1 PRINCIPAL AMOUNT", "A$ CLASS A-3 PRINCIPAL AMOUNT", "EURO
      EQUIVALENT" and "US$ EQUIVALENT" have the same respective meanings as in
      the Series Supplement.

7.3   CALL OPTION

      The Issuer 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 Securities at
      their then Invested Amount, subject to the following, together with all
      accrued but unpaid interest in respect of the Securities to (but
      excluding) the date of redemption, on any Quarterly Distribution Date
      falling on or after the date on which the aggregate Mortgage Loan
      Principal (as defined in the Series Supplement) expressed as a percentage
      of the aggregate Mortgage Loan Principal at the beginning of business
      (Sydney time) on [_] falls below 10%.

      Notwithstanding the foregoing, the Issuer may redeem the Securities at
      their Stated Amount, instead of at their Invested Amount, together with
      accrued but unpaid interest in respect of the Securities to (but
      excluding) the date of redemption, if so approved by an Extraordinary
      Resolution (as defined in CONDITION 9.1) of the Securityholders together.

      The Manager will not direct the Issuer to, and the Issuer will not, so
      redeem the Securities on such a Quarterly Distribution Date unless the
      Issuer is in a position on the Quarterly Distribution Date to repay in
      respect of the Securities their then Invested Amount or Stated Amount, as
      required, 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 Securities of all classes if the Charge
      were enforced.

      The Issuer will give not more than 60 nor less than 45 days' notice (which
      will be irrevocable) of the Quarterly Distribution Date on which a
      proposed redemption under this CONDITION 7.3 will occur to the Sellers,
      the Offered Note Trustee, the Principal Paying Agent, the Agent Bank and
      to the Offered Noteholders in accordance with CONDITION 11.1.

7.4   REDEMPTION FOR TAXATION OR OTHER REASONS

      If the Manager satisfies the Issuer and the Offered 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 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 Distribution Date the Issuer will be required
           to deduct or withhold from any payment of principal or interest in
           respect of the Offered Notes or any other class of the Securities 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 Mortgage Loans (as defined in the Series Supplement) for a
           Collection Period (as defined in the Series Supplement) ceases to be
           receivable (whether or not actually received) by the Issuer during
           such Collection 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 taking
      reasonable measures available to it, the Issuer must, when so directed by
      the Manager (at the Manager's option), redeem all, but not some only, of
      the Securities on any subsequent Quarterly Distribution Date at their then
      Invested Amount, subject to the following, together with accrued but
      unpaid interest in respect of the Securities to (but excluding) the date
      of redemption. Notwithstanding the foregoing, the Issuer may redeem the
      Securities at their Stated Amount, instead of at their Invested Amount,
      together with accrued but unpaid



      interest in respect of the Securities to (but excluding) the date of
      redemption, if so approved by an Extraordinary Resolution (as defined in
      CONDITION 9.1) of the Securityholders together.

      The Manager will not direct the Issuer to, and the Issuer will not, so
      redeem the Securities unless the Issuer is in a position on such Quarterly
      Distribution Date to repay in respect of the Securities their then
      Invested Amount or Stated Amount, as required, 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 Securities of all classes if the Charge were enforced.

      The Issuer will give not more than 60 nor less than 45 days' notice (which
      will be irrevocable) of the Quarterly Distribution Date on which a
      proposed redemption under this CONDITION 7.4 will occur to the Offered
      Note Trustee, the Sellers, the Principal Paying Agent, the US Dollar Note
      Registrar, the Euro Note Registrar, the Agent Bank and the Offered
      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 Offered Notes (and not any other Securities) and as a
      result thereof the Issuer gives notice in accordance with this CONDITION
      7.4 that it proposes to redeem all of the Securities on the Quarterly
      Distribution Date referred to in that notice, the Offered Noteholders may
      by a Special Majority (as defined in CONDITION 10.3) in accordance with
      the Offered Note Trust Deed elect that they do not require the Issuer to
      redeem the Offered Notes. If the Offered Noteholders make such an election
      they (or the Offered Note Trustee on their behalf) must notify the Issuer
      and the Manager not less than 21 days before the proposed Quarterly
      Distribution Date for the redemption of the Offered Notes. Upon receipt of
      such a notice, the Issuer must not so redeem the Securities.

7.5   CERTIFICATION

      For the purpose of any redemption made under CONDITION 7.3 or 7.4, the
      Issuer and the Offered Note Trustee may rely on any certificate of an
      Authorised Officer (as defined in the Master Trust Deed) of the Manager
      that the Issuer will be in a position to repay in respect of the
      Securities their then Invested Amount or Stated Amount, as applicable,
      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 Securities if the Charge were enforced.

7.6   REDEMPTION ON FINAL PAYMENT

      Upon a final distribution being made in respect of the Offered Notes under
      clause 26.12 of the Series Supplement or clause 13.1 of the Security Trust
      Deed, the Offered Notes will thereupon be deemed to be redeemed and
      discharged in full and any obligation to pay any accrued but then unpaid
      Class A-1 Interest Amount, Class A-3 Interest Amount, Class A-1 Unpaid
      Interest Amount or any Class A-3 Unpaid Interest Amount or any then unpaid
      Invested Amount, Stated Amount or other amounts in relation to the Offered
      Notes will be extinguished in full.

7.7   CANCELLATION

      All Offered 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 STATED AMOUNT

      Subject to CONDITIONS 7.3 and 7.4, no amount of principal will be repaid
      in respect of an Offered Note in excess of the Stated Amount of the
      Offered Note.



7.9   APPLICATION OF PRINCIPAL CHARGEOFFS

      (a)  If on a Determination Date (as hereinafter defined) any Principal
           Chargeoff is allocated to the Class A-1 Notes in accordance with the
           Series Supplement, it will reduce the Stated Amount of the Class A-1
           Notes (equally and rateably according to their Stated Amount) by an
           amount equal to the US$ Equivalent of the amount so allocated until
           the Stated Amount of the Class A-1 Notes is reduced to zero.

      (b)  If on a Determination Date (as hereinafter defined) any Principal
           Chargeoff is allocated to the Class A-3 Notes in accordance with the
           Series Supplement, it will reduce the Stated Amount of the Class A-3
           Notes (equally and rateably according to their Stated Amount) by an
           amount equal to the Euro Equivalent of the amount so allocated until
           the Stated Amount of the Class A-3 Notes is reduced to zero.

      A reduction in the Stated Amount of an Offered Note in accordance with the
      foregoing will take effect on the next Quarterly Distribution Date.

      "DETERMINATION DATE" and "PRINCIPAL CHARGEOFF" have the same respective
      meanings as in the Series Supplement.

7.10  PRINCIPAL CHARGEOFF REIMBURSEMENT

      (a)  If on a Determination Date any Principal Chargeoff Reimbursement is
           allocated to the Class A-1 Notes in accordance with the Series
           Supplement, it will reduce the Unreimbursed Principal Chargeoffs of
           the Class A-1 Notes (rateably according to their amount of
           Unreimbursed Principal Chargeoffs) by an amount equal to the US$
           Equivalent of the amount so allocated until the Unreimbursed
           Principal Chargeoffs in respect of the Class A-1 Notes are reduced to
           zero.

      (b)  If on a Determination Date any Principal Chargeoff Reimbursement is
           allocated to the Class A-3 Notes in accordance with the Series
           Supplement, it will reduce the Unreimbursed Principal Chargeoffs of
           the Class A-3 Notes (rateably according to their amount of
           Unreimbursed Principal Chargeoffs) by an amount equal to the Euro
           Equivalent of the amount so allocated until the Unreimbursed
           Principal Chargeoffs in respect of the Class A-3 Notes are reduced to
           zero.

      A reduction in the Unreimbursed Principal Chargeoffs in respect of the
      Offered Notes in accordance with the foregoing, and the resultant increase
      in the Stated Amount of the Offered Notes, will take effect on the next
      Quarterly Distribution Date.

      "DETERMINATION DATE" and "PRINCIPAL CHARGEOFF REIMBURSEMENT" have the same
      meaning as in the Series Supplement.

      "UNREIMBURSED PRINCIPAL CHARGEOFFS" means:

      (a)  in relation to a Class A-1 Note at any time means the aggregate of
           the US$ Equivalent of the Principal Chargeoffs up to and including
           that time allocated to the Class A-1 Note in accordance with
           CONDITION 7.9 less the aggregate of the US$ Equivalent of the
           Principal Chargeoff Reimbursements prior to that time allocated to
           the Class A-1 Note in accordance with this CONDITION 7.10; and

      (b)  in relation to a Class A-3 Note at any time means the aggregate of
           the Euro Equivalent of the Principal Chargeoffs up to and including
           that time allocated to the Class A-3 Note in accordance with
           CONDITION 7.9 less the aggregate of the Euro Equivalent of the
           Principal Chargeoff Reimbursements prior to that time allocated to
           the Class A-3 Note in accordance with this CONDITION 7.10.

7.11  CALCULATION OF CLASS A PRINCIPAL AMOUNTS, STATED AMOUNTS AND OTHER AMOUNTS



      (a)  No later than two Business Days prior to each Quarterly Distribution
           Date, the Manager will determine: (i) the amount of any Class A-1
           Principal Amount and Class A-3 Principal Amount payable in respect of
           each Offered Note on the Quarterly Distribution Date; (ii) the Stated
           Amount and Invested Amount of each Offered Note as at the first day
           of the Accrual Period commencing on the Quarterly Distribution Date
           (after deducting any Class A-1 Principal Amounts or Class A-3
           Principal Amounts due to be paid in respect of such Offered Note on
           that Quarterly Distribution Date and after making any other
           adjustments to the Stated Amount or the Invested Amount (as the case
           may be) of the Offered Note in accordance with these Conditions on or
           with effect from that Quarterly Distribution Date); (iii) the Class
           A-1 Note Factor and the Class A-3 Note Factor (each as defined below)
           as at that Quarterly Distribution Date; and (iv) the amount of the
           Class A-1 Interest Payment and the Class A-3 Interest Payment to be
           made on the Quarterly Distribution Date applicable to each Offered
           Note.

      (b)  The Manager will notify the Issuer, the Offered Note Trustee, the
           Principal Paying Agent, the Agent Bank, the US Dollar Note Registrar,
           the Euro Note Registrar and the Irish Stock Exchange (for so long as
           the Offered Notes are listed on the Daily Official List of the Irish
           Stock Exchange) as soon as practical (and in any event by not later
           than two Business Days prior to the Quarterly Distribution Date or on
           such earlier date as the Irish Stock Exchange may require (for so
           long as the Offered Notes are listed on the Daily Official List of
           the Irish Stock Exchange) of each determination of an amount or
           percentage referred to in CONDITION 7.11(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-1 Principal Amount or Class A-3 Principal Amount is due to be
           paid on the Offered Notes on any Quarterly Distribution 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 Distribution Date).

      (c)  If the Manager does not at any time for any reason make one or more
           of the determinations referred to in CONDITION 7.11(A), the Agent
           Bank (or, failing the Agent Bank, the Offered 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.

      "CLASS A-1 NOTE FACTOR" at a given time means the percentage calculated as
      follows:

                                            A
                                    CA1NF= --
                                            B

      where:

      CA1NF = the Class A-1 Note Factor;

      A     = the aggregate Invested Amount of the Class A-1 Notes on the last
              day of the just ended Accrual Period; and

      B     = the aggregate Initial Invested Amount of the Class A-1 Notes.

      "CLASS A-3 NOTE FACTOR" at a given time means the percentage calculated as
      follows:

                                            A
                                    CA3NF= --
                                            B

      where:

      CA3NF = the Class A-3 Note Factor;



      A     = the aggregate Invested Amount of the Class A-3 Notes on the last
              day of the just ended Accrual Period; and

      B     = the aggregate Initial Invested Amount of the Class A-3 Notes.

8.    PAYMENTS

8.1   METHOD OF PAYMENT

      Any instalment on account of interest or principal payable on any Offered
      Note which is punctually paid or duly provided for by or on behalf of or
      at the direction of the Issuer to the Principal Paying Agent on the
      applicable Quarterly Distribution Date shall be paid to the person in
      whose name such Offered 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 Offered Note Register on such Record Date.

      "RECORD DATE" in relation to a Quarterly Distribution Date or any other
      date for any payment to be made in respect of an Offered Note means:

      (a)  if the Offered Note is issued in book-entry form, 1 day prior to that
           Quarterly Distribution Date; and

      (b)  if the Offered Note is issued in definitive form, the day which is
           the last day of the prior calendar month.

8.2   SURRENDER ON FINAL PAYMENT

      Prior to a final distribution being made in respect of the Offered Notes
      under clause 26.12 of the Series Supplement or clause 13.1 of the Security
      Trust Deed the Offered Note Trustee must notify the persons in whose names
      the Offered Notes are registered on the relevant Record Date of the date
      upon which the Offered 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 Offered Note to a Paying Agent at its specified
      office. No such final distribution will be made other than upon the
      surrender of the relevant Offered Notes and none of the Issuer, the
      Offered Note Trustee, the Security Trustee or any Paying Agent will be
      liable to pay any additional amount to any Offered Noteholder as a result
      of any delay in payment due to an Offered 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, at the direction of the Manager, may with the prior written
      approval of the Offered 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 (the "LONDON PAYING AGENT") and New York City
      and a Paying Agent (which may be the London Paying Agent) in a European
      Union member state that will not be obliged to withhold or deduct amounts
      for or on account of tax pursuant to EU Council Directive 2003/48/EC.
      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 Offered 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 or any
      Paying Agent is required by any applicable law to make such a withholding



      or deduction. In that event the Issuer 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 nor any Paying Agent nor the Offered Note
      Trustee will be obliged to make any additional payments in respect of the
      relevant Offered 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 will notify the Offered Note Trustee, the
      Principal Paying Agent and the Offered Noteholders in accordance with
      CONDITION 11.1, thereof.

8.5   PRESCRIPTION

      An Offered 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 Stated
      Amount of, and all accrued but unpaid interest on, that Offered Note to
      zero. After the date on which an Offered Note becomes void in its
      entirety, no claim can be made in respect of it.

      "RELEVANT DATE" in respect of an Offered Note means the date on which a
      payment in respect thereof first becomes due or (if the full amount of the
      moneys payable in respect of the Offered Notes due on or before that date
      has not been duly received by the Principal Paying Agent or the Offered
      Note Trustee on or prior to such date) the date on which, the full amount
      of such moneys having been so received and notice to that effect is duly
      given to the Offered 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 Offered Note Trustee of any sum due in respect of the Offered Notes or
      any of them being made after the due date for payment thereof, the Issuer
      will forthwith give or procure to be given notice to the Offered
      Noteholders in accordance with CONDITION 11.1 that such payment has been
      made.

8.7   ROUNDING OF PAYMENTS

      All payments in respect of the Offered 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 CONDITION 10.4 and subject to being
      appropriately indemnified), if so directed by an Extraordinary Resolution
      of the Voting Secured Creditors, declare the Securities immediately due
      and payable (in which case, subject to CONDITION 12, the Stated Amount of,
      and all accrued but unpaid interest in relation to, the Offered 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 of 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.

9.4   SECURITY TRUSTEE AND OFFERED 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) or wilful default (in the case of the Offered
      Note Trustee), neither the Offered 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 or any third party in respect of the Issuer or the Offered
      Notes or relating in any way to the Charged Property. Without limitation,
      neither the Offered 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 Offered 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 Offered Note Trust Deed.

9.5   DIRECTIONS FROM OFFERED NOTEHOLDERS TO OFFERED NOTE TRUSTEE FOLLOWING
      EVENT OF DEFAULT

      If an Event of Default or Potential Event of Default has occurred and is
      known to the Offered Note Trustee, the Offered Note Trustee must: (a)
      notify each Offered 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 the Irish Stock Exchange, if the Offered
      Notes are listed on the Daily Official List of the Irish Stock Exchange,
      or the rules of any other stock exchange on which the Offered 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 Offered Note, the Offered 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 Offered Note Trust Deed in good faith
      determine that withholding the notice is in the interest of Offered
      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 the Offered
      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 Offered Noteholders (whether or not solicited and
      whether or not all Offered Noteholders have provided such directions) and
      otherwise in its absolute discretion. In acting in accordance with the
      directions of Offered Noteholders the Offered 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 Invested Amounts of the Offered Notes held by
      Offered Noteholders who have directed the Offered Note Trustee to vote for
      or against such a proposal.

      If any of the Offered Notes remain outstanding and are due and payable
      otherwise than by



      reason of a default in payment of any amount due on the Offered Notes, the
      Offered 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
      Offered Noteholders in respect of the Offered Notes and any other amounts
      owing by the Issuer to any other person ranking in priority to or with the
      Offered Notes; (b) the Offered 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 Offered Note
      Trustee, that the cash flow receivable by the Issuer (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, to discharge in full in due course all the amounts referred to in
      paragraph (a); or (c) the Offered Note Trustee is so directed by a Special
      Majority (as defined in CONDITION 10.3) of Offered Noteholders.

      Subject to the mandatory provisions of the Trust Indenture Act and
      provisions in the Offered Note Trust Deed relating to the deemed receipt
      of notices, the Offered 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 Offered Note Trustee (or
      any related body corporate of the Offered Note Trustee) which have the day
      to day responsibility for the administration or management of the Offered
      Note Trustee's (or a related body corporate of the Offered Note Trustee's)
      obligations in relation to the Series Trust, the trust created under the
      Offered Note Trust Deed or the Offered 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.

      "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 Offered
      Note Trustee nor any Offered Noteholder (nor any other Secured Creditor)
      is entitled to proceed directly against the Issuer to enforce the
      performance of any of the provisions of the Security Trust Deed, the
      Offered Note Trust Deed, the Offered Notes or any other applicable
      Transaction Document, except as provided for in the Security Trust Deed,
      the Offered Note Trust Deed, the Master Trust Deed and the Series
      Supplement. 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 OFFERED NOTEHOLDER RIGHTS BY OFFERED NOTE TRUSTEE

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

10.   MEETINGS OF VOTING SECURED CREDITORS, DIRECTIONS OF OFFERED 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 Securities
      immediately due and payable and/or to enforce the Charge.

10.2  DIRECTIONS OF OFFERED NOTEHOLDERS

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

      If the Offered Note Trustee is entitled under the Master Trust Deed or the
      Security Trust Deed to vote at any meeting on behalf of Offered
      Noteholders the Offered Note Trustee must vote in accordance with the
      directions of the Offered Noteholders and otherwise in its absolute
      discretion. In acting in accordance with the directions of Offered
      Noteholders the Offered 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 Invested Amounts of the Offered Notes held by Offered
      Noteholders who have directed the Offered Note Trustee to vote for or
      against that proposal.

      For the purposes of seeking any consent, direction or authorisation from
      Offered Noteholders the Offered Note Trustee may by notice to the Offered
      Noteholders specify a date, not earlier than the date of the notice, upon
      which the persons who are the Offered Noteholders and the Invested Amount
      of the Offered Notes held by them will be determined based upon the
      details recorded in the Offered Note Register as at 5.30 pm on that date.

10.3  AMENDMENTS TO OFFERED NOTE TRUST DEED AND THE OFFERED NOTES

      Pursuant, and subject, to the Offered Note Trust Deed and subject to any
      approval required by law, the Offered Note Trustee, the Manager and the
      Issuer may together agree, without the consent or sanction of any Offered
      Noteholder, by way of supplemental deed to alter, add to or revoke (each a
      "MODIFICATION") any provision of the Offered Note Trust Deed or the
      Offered 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 Offered 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 Offered 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 Series Trust or the trust constituted under the
           Offered Note Trust Deed); or



      (d)  and in the opinion of the Issuer is otherwise desirable for any
           reason and:

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

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

      For the purpose of determining whether a Special Majority of Offered
      Noteholders has consented to a modification, Offered Notes which are
      beneficially owned by the Issuer or the Manager or by any person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with the Issuer or the Manager, will be disregarded. The
      Manager must give the Rating Agencies 5 Business Days' prior notice of any
      such modification. The Offered 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 Offered Noteholders if
      each of the Rating Agencies confirms in writing that if the modification
      is effected this will not lead to a reduction, qualification or withdrawal
      of the then rating given to the Offered Notes by that Rating Agency.

      Pursuant to the Offered Note Trust Deed, the Offered Note Trustee may
      concur with the Issuer and the Manager in making or effecting any Payment
      Modification if and only if the consent has first been obtained of each
      Offered Noteholder 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 to the Offered
      Noteholders in accordance with CONDITION 11.1 as soon as reasonably
      practicable after the modifications have been made.

      "PAYMENT MODIFICATION" means any alteration, addition or revocation of any
      provision of the Offered Note Trust Deed or the Offered Notes (including
      the Conditions) which modifies: (a) the amount, timing, place, currency or
      manner of payment of principal or interest in respect of the Offered Notes
      including, without limitation, any modification to the Stated Amount,
      Invested Amount, Interest Rates or Scheduled Maturity Date in respect of
      the Offered Notes or to CONDITIONS 5.4, 6.3, 6.4, 6.10 and 7.2, clause 10
      of the Series Supplement or clause 13 of the Security Trust Deed or which
      would impair the rights of Offered 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 21.5 of the Offered
      Note Trust Deed or the circumstances in which the consent or direction of
      a Special Majority of Offered 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 Offered Note Trust Deed or the Offered
      Notes (including the Conditions).

      "RATING AGENCY" has the same meaning as in the Series Supplement.

      "SPECIAL MAJORITY" in relation to the Offered Noteholders means Offered
      Noteholders holding Offered Notes with an aggregate Invested Amount of no
      less than 75% of the aggregate Invested Amount of all the Offered 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 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 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 Offered Note Trustee may, and if directed to do so by a Majority of
      Offered Noteholders must, on such terms and conditions as it may deem
      reasonable, without the consent of any of the Offered 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, the
      Manager or any other person which, unless the Offered Note Trustee is
      acting on the direction of a Majority of Offered Noteholders, is not, in
      the opinion of the Offered Note Trustee, materially prejudicial to the
      interests of the Offered 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 Offered
      Noteholders. Any such waiver, authorisation or determination will, if the
      Offered Note Trustee so requires, be notified to the Offered Noteholders
      in accordance with CONDITION 11.1 by the Issuer as soon as practicable
      after it is made.

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

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

      The Offered Note Trust Deed and the Security Trust Deed contain provisions
      for the indemnification of the Offered 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 Securities unless indemnified to their
      satisfaction. Each of the Offered Note Trustee and the Security Trustee is
      entitled, subject in the case of the Offered Note Trustee to the mandatory
      provisions of the Trust Indenture Act, to enter into business transactions
      with the Issuer 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
      Offered 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 the
      Collections Account (as defined in the Series Supplement) 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 or wilful default of the Offered 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) or wilful default, and subject to the
      mandatory provisions of the Trust Indenture Act, the Offered 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 Offered Note Trustee, or by a person other than Offered Note Trustee,
      where that opinion, advice or information is addressed to the Offered Note
      Trustee or by its terms is expressed to be capable of being relied upon by
      the Offered Note Trustee. Except as provided above, the Offered Note
      Trustee will not be responsible to any Offered 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 Offered Note Trustee will not be liable to
      any Offered Noteholder, amongst others, for acting on any opinion, advice



      or information conforming with any applicable requirements of the Offered
      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 Offered Noteholders will be deemed given
      if in writing and mailed, first-class, postage prepaid to each Offered
      Noteholder, at his or her address as it appears on the relevant Offered
      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 Offered Noteholders is given by mail, neither the failure to
      mail such notice nor any defect in any notice so mailed to any particular
      Offered Noteholder will affect the sufficiency of such notice with respect
      to other Offered 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 Offered Noteholder,
      either before or after the event, and such waiver will be the equivalent
      of such notice. Waivers of notice by Offered Noteholders will be filed
      with the Offered 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 Offered Noteholders when such notice is required to
      be given, then any manner of giving such notice as the Issuer directs the
      Offered Note Trustee will be deemed to be a sufficient giving of such
      notice.

11.2  OFFERED NOTE INFORMATION

      Any notice specifying a Quarterly Distribution Date, an Interest Rate in
      relation to the Offered Notes, an Offered Interest Amount, an Offered
      Principal Amount (or the absence of an Offered Principal Amount), an
      Invested Amount, a Stated Amount, a Class A-1 Note Factor, a Class A-3
      Note Factor 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 Offered Note Trustee in writing and notified to
      Offered 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 for each Accrual
      Period to the Offered Note Trustee, the Principal Paying Agent, the Issuer
      and each Offered Noteholder on the Business Day preceding the Quarterly
      Distribution Date on the last day of the Accrual Period in accordance with
      CONDITION 11.1 and, for so long as the Offered Notes are listed on the
      Daily Official List of the Irish Stock Exchange, file each Servicing
      Report with the Irish Stock Exchange as and when required by the rules of
      the Irish Stock Exchange.

      The Issuer and the Manager must, to the extent required by the rules and
      regulation of the Securities and Exchange Commission, forward to Offered
      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 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 an Accrual Period and the
      Quarterly Distribution Date at the end of that Accrual Period means a
      report which contains the following information:

      o    the aggregate Invested Amounts and the aggregate Stated Amounts of
           each class of Securities on the first day of the Accrual Period;

      o    the amounts to be applied towards payment of interest and principal
           on each class of Securities on the Quarterly Distribution Date;

      o    the Available Income Amount (as defined in the Series Supplement) on
           the Quarterly Distribution Date;

      o    the aggregate of all Seller Advances made during the preceding
           Collection Period (as defined in the Series Supplement);

      o    the Redraw Shortfall (as defined in the Standby Redraw Facility
           Agreement) in relation to the preceding Determination Date;

      o    the Gross Income Shortfall and Net Income Shortfall (each as defined
           in the Series Supplement) in relation to the preceding Determination
           Date;

      o    the Liquidity Facility Advance (as defined in the Series Supplement)
           in relation to that Quarterly Distribution Date and the Liquidity
           Facility Principal (as defined in the Series Supplement) in relation
           to the preceding Determination Date;

      o    the Principal Draw (as defined in the Series Supplement) in relation
           to that Quarterly Distribution Date;

      o    the Available Principal Amount (as defined in the Series Supplement)
           in relation to that Quarterly Distribution Date;

      o    the Principal Collections in relation to that Quarterly Distribution
           Date;

      o    the Standby Redraw Facility Advance in relation to that Quarterly
           Distribution Date;

      o    the Redraw Bond Amount (as defined in the Series Supplement) in
           relation to the preceding Determination Date;

      o    the Principal Chargeoff in relation to the preceding Determination
           Date;

      o    the Other Principal Amounts (as defined in the Series Supplement) in
           relation to the preceding Determination Date;

      o    the Principal Draw Reimbursement (as defined in the Series
           Supplement) in relation to that Quarterly Distribution Date;

      o    the Principal Chargeoff Reimbursement in relation to the preceding
           Determination Date;

      o    the Principal Chargeoffs allocated to each class of Securities and
           the Standby Redraw Facility Principal with effect from that Quarterly
           Distribution Date;



      o    the Principal Chargeoff Reimbursement allocated to each class of
           Securities and the Standby Redraw Facility Principal with effect from
           that Quarterly Distribution Date;

      o    the Class A-1 Note Factor, the Class A-3 Note Factor and the Note
           Factor (as defined below) for each other class of Securities

      o    if the Basis Swap (as defined in the Series Supplement) has
           terminated, the Threshold Rate (as defined in the Series Supplement)
           on the preceding Determination Date;

      o    the Interest Rate (as defined in the Series Supplement with respect
           to the Class A-2 Notes, the Class B Notes and the Redraw Bonds)
           applying to each class of Securities for that Accrual Period;

      o    scheduled payments of principal and prepayments of principal received
           on the Mortgage Loans forming part of the Assets of the Series Trust
           (as defined in the Master Trust Deed) during the preceding
           Collections Period;

      o    aggregate outstanding principal balance of the Mortgage Loans forming
           part of the Assets of the Series Trust (as defined in the Master
           Trust Deed) being charged a fixed rate of interest and the aggregate
           outstanding principal balance of the Mortgage Loans forming part of
           the Assets of the Series Trust being charged a variable rate of
           interest as at opening of business on the preceding Determination
           Date;

      o    delinquency, mortgagee in possession and loss statistics, as
           determined by the Manager, with respect to the Mortgage Loans forming
           part of the Assets of the Series Trust as at opening of business on
           the preceding Determination Date.

      "NOTE FACTOR" in relation to a class of Securities and a Quarterly
      Distribution Date, means the aggregate of the Invested Amount of the class
      of Securities less all principal payments on that class of Securities to
      be made on that Quarterly Distribution Date, divided by the aggregate
      initial Invested Amount of that class of Securities.

11.4  CONSENTS IN WRITING

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

12.   LIMITATION OF LIABILITY OF THE ISSUER

      (a)  The Issuer enters into the Transaction Documents, and issues the
           Offered Notes, only in its capacity as trustee of the Series Trust
           and in no other capacity (except where the Transaction Documents
           provide otherwise). A liability arising under or in connection with
           the Offered Notes, the Transaction Documents or the Series Trust is
           limited to and can be enforced against the Issuer only to the extent
           to which it can be satisfied out of the assets and property of the
           Series Trust out of which the Issuer is actually indemnified for the
           liability. This limitation of the Issuer'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 in any way connected with any representation, warranty,
           conduct, omission, agreement or transaction related to the
           Transaction Documents, the Offered Notes or the Series Trust.

      (b)  No person may sue the Issuer in respect of liabilities incurred by
           the Issuer in its capacity as trustee of the Series Trust other than
           as trustee of the Series 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 or prove in any



           liquidation, administration or similar arrangements of or affecting
           the Issuer (except in relation to the assets or property of the
           Series Trust).

      (c)  The provisions of this CONDITION 12 will not apply to any obligation
           or liability of the Issuer 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's indemnification or
           exoneration out of the assets or property of the Series Trust as a
           result of the Issuer'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 Series Trust.
           No act or omission of the Issuer (including any related failure to
           satisfy its obligations under the Transaction Documents or the
           Offered Notes) will be considered fraud, negligence or wilful default
           of the Issuer 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 under
           any Transaction Document (other than a person whose acts or omissions
           the Issuer is liable for in accordance with any Transaction Document)
           to fulfil its obligations relating to the Series 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 Offered Note Trustee and the Offered
           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 in
           a way which exposes the Issuer to any personal liability and no act
           or omission of any such person will be considered fraud, negligence
           or wilful default of the Issuer for the purpose of paragraph (c).

      (f)  The Issuer 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's liability is limited
           in a manner which is consistent with this CONDITION 12 or otherwise
           in a manner satisfactory to the Issuer in its absolute discretion.
           "RELEVANT PARTIES" means each of the Manager, each Seller, the
           Servicer, the Agent Bank, each Paying Agent, the Offered Note Trustee
           and the Hedge Providers (as those parties, which are not defined in
           these Conditions, are defined in the Series Supplement).

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

13.   GOVERNING LAW

      The Offered Notes and the Transaction Documents are governed by, and will
      be construed in accordance with, the laws of the Australian Capital
      Territory, except for the Underwriting Agreement and the credit support
      annex to the Currency Swap Agreement which are governed by, and will be
      construed in accordance with, New York law, and the Subscription Agreement
      which will be governed by, and will be construed in accordance with, the
      laws of England. Each of the Issuer and the Manager has in the Offered
      Note Trust Deed irrevocably agreed for the benefit of the Offered Note
      Trustee and the Offered Noteholders that the courts of the Australian
      Capital Territory are to have non-exclusive jurisdiction to settle any
      disputes which may arise out of or in connection with the Offered Note
      Trust Deed and the Offered Notes.



                                     AGENTS

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

US DOLLAR NOTE REGISTRAR:   The Bank of New York
                            Global Structured Finance
                            101 Barclay Street, 21W
                            New York, New York, 10286

                            or

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

EURO NOTE REGISTRAR:        The Bank of New York, London Branch
                            Global Structured Finance
                            48th Floor
                            One Canada Square
                            London E14 5AL

AGENT BANK:                 The Bank of New York
                            Corporate Trust - Global Structured Finance
                            101 Barclay Street, 21W
                            New York, New York, 10286

PAYING AGENT:               The Bank of New York, London Branch
                            Global Structured Finance
                            48th Floor
                            Once Canada Square
                            London E14 5AL

IRISH LISTING AGENT:        Deutsche Bank Luxembourg SA
                            2 Boulevard Konrad Adenauer
                            L-1115 Luxembourg

IRISH PAYING AGENT:         Deutsche International Corporate Services (Ireland)
                            Limited
                            5 Harbourmaster Place
                            I.F.S.C., Dublin 1
                            Ireland



EXECUTED as a deed.

EXECUTED AS A DEED by THE BANK OF NEW
YORK by its Authorised Signatory
in the presence of:


                                           -------------------------------------
                                           Signature of Authorised Signatory


----------------------------------------
Signature of Witness

----------------------------------------
Name of Witness in full

SIGNED SEALED AND DELIVERED for and on
behalf of SECURITISATION ADVISORY
SERVICES PTY. LIMITED ABN 88 064 133 946
by
its Attorney under a Power of Attorney
dated and registered Book No._________     -------------------------------------
and who declares that he or she has not    Signature of Attorney
received any notice of the revocation of
such Power of Attorney in the
presence of:


----------------------------------------
Signature of Witness

----------------------------------------
Name of Witness in full

SIGNED SEALED AND DELIVERED for and on
behalf of PERPETUAL TRUSTEE COMPANY
LIMITED ABN 42 000 001 007
by
its Attorney under a Power of Attorney     -------------------------------------
dated and who declares that he or she      Signature of Attorney
has not received any notice of the
revocation of such Power of Attorney in
the presence of:


----------------------------------------
Signature of Witness

----------------------------------------
Name of Witness in full