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                                                 [CLAYTON UTZ LOGO]

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MACQUARIE SECURITISATION LIMITED
ABN 16 003 297 336
Manager

DEUTSCHE BANK AG
ABN 13 064 165 162
Party A

PERPETUAL TRUSTEES AUSTRALIA LIMITED
ABN 86 000 431 827
Party B


ISDA MASTER AGREEMENT
THE PUMA FUND



                               [CLAYTON UTZ LOGO]
                                     LAWYERS
          Levels 23-35 No 1 O'Connell Street Sydney NSW 2000 Australia
            PO Box H3 Australia Square Sydney NSW 1215 DX 370 Sydney
                    Tel + 61 2 9353 4000 Fax + 61 2 9251 7832
                  OUR REF - 801/1537356 CONTACT - NINIAN LEWIS


            SYDNEY o MELBOURNE o BRISBANE o PERTH o CANBERRA o DARWIN

  Liability limited by the Solicitors' Limitation of Liability Scheme approved
                 under the Professional Standards Act 1994 (NSW)

<PAGE>

                                    SCHEDULE

                                     TO THE

                                MASTER AGREEMENT

                         DATED AS OF       2003 BETWEEN

                        MACQUARIE SECURITISATION LIMITED
                               ABN 16 003 297 336
                                   ("MANAGER")

                                       AND

                                DEUTSCHE BANK AG
                               ABN 13 064 165 162
                                   ("PARTY A")

                                       AND

                      PERPETUAL TRUSTEES AUSTRALIA LIMITED
                               ABN 86 000 431 827
                       AS TRUSTEE OF THE VARIOUS SUB-FUNDS
               FROM TIME TO TIME ESTABLISHED UNDER THE TRUST DEED
                                   ("PARTY B")

PART 1.  TERMINATION PROVISIONS.

In this Agreement:

(a)      "SPECIFIED ENTITY" does not apply in relation to Party A or Party B.

(b)      The definition of "SPECIFIED TRANSACTION" is not applicable.

(c)      (i) The following provisions of Section 5 will not apply to
         Party A:

                Section 5(a)(ii)             Section 5(a)(v)
                Section 5(a)(iii)            Section 5(a)(vi)
                Section 5(a)(iv)             Section 5(b)(iv)

         (ii)   The following provisions of Section 5 will not apply to Party B:

                Section 5(a)(ii)             Section 5(a)(v)
                Section 5(a)(iii)            Section 5(a)(vi)
                Section 5(a)(iv)             Section 5(b)(iv)

         (iii)  Section 5(b)(ii) will apply to Party A as the Affected Party but
                is subject to Parts 5(4)(b) and 5(5)(d) of this Schedule.
                Section 5(b)(iii) will not apply to Party A as the Burdened
                Party.

(d)      The "AUTOMATIC EARLY TERMINATION" provisions in Section 6(a) will not
         apply to Party A or Party B.

(e)      PAYMENTS ON EARLY TERMINATION. For the purposes of Section 6(e) of this
         Agreement:

         (i)    Market Quotation will apply; and

         (ii)   the Second Method will apply.

                                                                               1
<PAGE>

(f)      ["TERMINATION CURRENCY" means, unless otherwise specified in the
         Confirmation in relation to the Transaction:

         (i)    in relation to a Transaction which is a Currency Swap, US$
                provided that if an amount due in respect of an Early
                Termination Date will be payable by Party B to Party A the
                Termination Currency for the purpose of calculating and paying
                that amount is Australian Dollars; and

         (ii)   in relation to all other Transactions, Australian Dollars.]

(g)      "ADDITIONAL TERMINATION EVENT" applies. The following is an Additional
         Termination Event in respect of the Transactions of the relevant
         Sub-Fund in relation to which both Party A and Party B are Affected
         Parties:

         "An Event of Default, as defined in the Security Trust Deed in relation
         to the relevant Sub-Fund, occurs and the Security Trustee shall have
         been directed in accordance with and subject to the Security Trust Deed
         to declare, or has declared, the Relevant Notes in relation to the
         Transaction immediately due and payable in accordance with the Security
         Trust Deed."

PART 2.  TAX REPRESENTATIONS

(a)      PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this
         Agreement, Party A and Party B each make the following representation:

         It is not required by any applicable law, as modified by the practice
         of any relevant government revenue authority, of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e),
         6(d)(ii) or 6(e) of this Agreement) to be made by it to any other party
         under this Agreement. In making this representation, it may rely on:

         (i)    the accuracy of any representation made by the other party
                pursuant to Section 3(f) of this Agreement;

         (ii)   the satisfaction of the agreement contained in Section 4(a)(i)
                or 4(a)(iii) of this Agreement and the accuracy and
                effectiveness of any document provided by that other party
                pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and

         (iii)  the satisfaction of the agreement of that other party contained
                in Section 4(d) of this Agreement,

         PROVIDED THAT it shall not be a breach of this representation where
         reliance is placed on clause (ii) and the other party does not deliver
         a form or document under Section 4(a)(iii) by reason of material
         prejudice to its legal or commercial position.

(b)      PAYEE TAX REPRESENTATIONS. For the purpose of Section 3(f) of this
         Agreement:

         Party A makes the following representation when acting through its New
         York Office:

         Each payment received or to be received by it under each Transaction
         will be effectively connected with its conduct of a trade or business
         in the United States.

         Party B makes the following representation when transacting with Party
         A acting through its New York Office:

         It is a "foreign trust" for United States tax purposes.

PART 3.  AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party
agrees to deliver to each other

                                                                               2
<PAGE>

party the following documents, as applicable:

(a)      TAX FORMS, DOCUMENTS OR CERTIFICATES TO BE DELIVERED ARE:

<TABLE>
<CAPTION>
PARTY REQUIRED TO DELIVER              FORM/DOCUMENT/CERTIFICATE                    DATE BY WHICH TO BE DELIVERED
DOCUMENT
<S>                                    <C>                                          <C>
Party A and Party B                    Any document or certificate reasonably       As soon as reasonably
                                       required or reasonably requested by a        practicable following a
                                       party in connection with its                 request by a party.
                                       obligations to make a payment under
                                       this Agreement which would enable that
                                       party to make the payment free from
                                       any deduction or withholding for or on
                                       account of Tax or which would reduce
                                       the rate at which deduction or
                                       withholding for or on account of Tax
                                       is applied to that payment (including
                                       where Party A is acting through its
                                       New York Office, and without
                                       limitation, any United States Form
                                       W-8BEN or other relevant United States
                                       tax form).
</TABLE>

(b)      OTHER DOCUMENTS TO BE DELIVERED ARE:

<TABLE>
<CAPTION>
PARTY REQUIRED TO DELIVER              FORM/DOCUMENT/CERTIFICATE                    DATE BY WHICH TO BE DELIVERED
DOCUMENT
<S>                                    <C>                                          <C>
Party A, Party B and the Manager       A certificate specifying the names,          On the execution of this
                                       title and specimen signatures of the         Agreement and each
                                       persons authorised to execute this           Confirmation, unless that
                                       Agreement and each Confirmation or           certificate has already been
                                       other communication in writing made          supplied and remains true and
                                       pursuant to this Agreement on its            in effect, and when the
                                       behalf.                                      certificate is updated.

Manager                                A certified copy to Party A of the           Not less than 5 Business Days
                                       Trust Deed and a certified copy to           (or such lesser period as
                                       Party A of any document that amends          Party A agrees to) before the
                                       in any way the terms of the Trust Deed.      Trade Date of the first
                                                                                    occurring Transaction and in
                                                                                    the case of any amending
                                                                                    documents entered into
                                                                                    subsequent to that date,
                                                                                    promptly after each amending
                                                                                    document (if any) has been
                                                                                    entered into.

Manager                                A certified copy to Party A of each          Not less than 5 Business Days
                                       Sub-Fund Notice and Security Trust           (or such lesser period as
                                       Deed in relation to a                        Party A agrees to) before

                                                                               3
<PAGE>

                                       Sub-Fund created after the date of this      the Trade Date of the first
                                       Agreement and each other Transaction         occurring Transaction entered
                                       Document in relation to such a Sub-Fund      into by Party B as trustee of
                                       as is reasonably requested by Party A        the Sub-Fund and in the case
                                       and (without limiting any obligation         of any amending documents
                                       Party B may have to notify Party A of        entered into subsequent to
                                       amendments thereto) a certified copy to      that date, promptly after each
                                       Party A of any document that amends in       amending document (if any) has
                                       any way the terms of that Sub-Fund           been entered into.
                                       Notice or Security Trust Deed or the
                                       terms of any such Transaction Document.

Manager                                A certified copy to Party A of the           Not less than 5 Business Days
                                       terms and conditions of the Relevant         (or such lesser period as
                                       Notes in relation to each Transaction        Party A agrees to) before the
                                       (if any) and (without limiting any           Trade Date of that Transaction
                                       obligation Party B may have to notify        and in the case of any
                                       Party A of amendments thereto) a             amending documents entered
                                       certified copy to Party A of any             into subsequent to that date,
                                       document that amends in any way those        promptly after each amending
                                       terms and conditions.                        document (if any) has been
                                                                                    entered into.

Party A                                A certified copy to Party B and the          Not less than 5 Business Days
                                       Manager of each Credit Support               (or such lesser period as
                                       Document (if any) specified in respect       Party B and the Manager agree
                                       of Party A and (without limiting any         to) before the Trade Date of
                                       obligation Party A may have under the        the first occurring
                                       terms of that Credit Support Document        Transaction and in the case of
                                       to notify Party B or the Manager of          any amending documents entered
                                       amendments thereto) a certified copy         into subsequent to that date,
                                       to Party B and the Manager of any            promptly after each amending
                                       document that amends in any way the          document (if any) has been
                                       terms of that Credit Support Document.       entered into.
</TABLE>

All documents delivered under this Part 3(b) are covered by the Section 3(d)
representation. For the purposes of this Part 3(b), a copy of a document is
taken to be certified if a director or secretary of the party providing the
document, or a person authorised to execute this Agreement or a Confirmation on
behalf of that party or a solicitor acting for that party, has certified it to
be a true and complete copy of the document of which it purports to be a copy.

PART 4.  MISCELLANEOUS

(a)      ADDRESSES FOR NOTICES. For the purpose of Section 12(a) of this
         Agreement:

         Address for notices or communications to PARTY A:

         All notices to Party A under Sections 5 or 6 of this Agreement (other
         than Section 5(a)(i)) shall be sent to:

         Deutsche Bank AG, Head Office
         Taunusanlage 12

                                                                               4
<PAGE>

         60262 Frankfurt
         GERMANY
         Attention:      Legal Department
         Telex No.:      411836 or 416731 or 41233
         Answerback:     DBF-D

         Unless otherwise specified in the Confirmation for the relevant
         Transaction, all other notices to Party A shall be sent directly to:

         Address:                Level 18, 225 George Street
                                 Sydney NSW 2000

         Attention:              Global Markets Operations

         Facsimile No.:          +612 9258 3725

         Address for notices or communications to PARTY B:

         Address:                Perpetual Trustees Australia Limited
                                 Level 3
                                 39 Hunter Street
                                 Sydney  NSW  2000
                                 AUSTRALIA

         Attention:              Manager, Securitisation Services

         Facsimile No.:          + 612 9221 7870

         Additionally, a copy of all notices as well as any changes to Party
         A's address, telephone number or facsimile number must be sent to:

         Address:                Macquarie Securitisation Limited
                                 Level 22
                                 20 Bond Street
                                 Sydney  NSW  2000
                                 AUSTRALIA

         Attention:              The Manager: PUMA Programme

         Facsimile No.:          + 612 8232 4755

(b)      PROCESS AGENT. For the purpose of Section 13(c) of this Agreement:

         Party A appoints as its Process Agent:         Deutsche Bank AG,
                                                        Sydney Branch Level
                                                        18, 225 George Street
                                                        Sydney NSW 2000.

         Party B appoints as its Process Agent:   not applicable.

(c)      OFFICES.  The provisions of Section 10(a) will apply to this Agreement.

(d)      MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:

         Party A is a Multibranch Party and may act through the following
         offices: London, New York and Sydney Branches and Frankfurt Head
         Office.

         Party B is not a Multibranch Party.

(e)      CALCULATION AGENT.

                                                                               5
<PAGE>

         The Calculation Agent in relation to each Transaction is:

         (i)    in respect of all notices, determinations and calculations in
                respect of amounts denominated in US$, Party A; and

         (ii)   in respect of all other notices, determinations and
                calculations, the Manager,

         unless otherwise specified in a Confirmation in relation to the
         relevant Transaction.

(f)      CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:

         (i)    In relation to Party A: Nil

         (ii)   In relation to Party B: in relation to the Transactions of a
                Sub-Fund, the Security Trust Deed in relation to that
                Sub-Fund.

(g)      CREDIT SUPPORT PROVIDER.

         (i)    In relation to Party A: Nil

         (ii)   In relation to Party B: Nil

(h)      GOVERNING LAW. This Agreement will be governed by and construed in
         accordance with the laws in force in New South Wales and Section
         13(b)(i) is deleted and replaced by the following:

         "(i)   submits to the non-exclusive jurisdiction of the courts of New
                South Wales and courts of appeal from them; and".

(i)      NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
         Agreement will not apply in respect of all Transactions (entered into
         by Party B as trustee of the same Sub-Fund and by Party A through the
         same Office).

(j)      "AFFILIATE" will have the meaning specified in Section 14 of this
         Agreement. However, for the purposes of Section 3(c) each of Party A,
         Party B and the Manager is deemed not to have any Affiliates.

PART 5.  OTHER PROVISIONS

(1)      PAYMENTS:  In Section 2:

         (a)    In Section 2(a)(i) add the following sentence:

                "Each payment will be by way of exchange for the corresponding
                payment or payments payable by the other party (if any)".

         (b)    In Section 2(a)(ii) insert immediately after the words "freely
                transferable funds" the following words:

                ", free of any set-off, counterclaim, deduction or withholding
                (except as expressly provided in this Agreement) and in the
                manner customary for payment in the required currency".

         (c)    Insert a new paragraph (iv) in Section 2(a) immediately after
                Section 2(a)(iii) as follows:

                "(iv)   The condition precedent in Section 2(a)(iii)(1) does
                        not apply to a payment due to be made to a party if it
                        has satisfied all its payment and delivery obligations
                        under Section 2(a)(i) and has no future payment or

                                                                               6
<PAGE>

                        delivery obligations, whether absolute or contingent
                        under Section 2(a)(i)."

         (d)    Insert a new paragraph (v) in Section 2(a) immediately after
                Section 2(a)(iv) as follows:

                "(v)    Where

                        (1)    payments are due pursuant to Section 2(a)(i) by
                               Party A to Party B (the "PARTY A PAYMENT") and by
                               Party B to Party A (the "PARTY B PAYMENT") on the
                               same day; and

                        (2)    the Security Trust Deed in relation to the
                               relevant Sub-Fund has become, and remains at that
                               time, enforceable,

                        then Party A's obligation to make the Party A Payment
                        will be subject to the condition precedent (which will
                        be an "applicable condition precedent" for the purpose
                        of Section 2(a)(iii)(3)) that Party A first receives
                        either:

                        (3)    the Party B Payment; or

                        (4)    confirmation from Party B's bank that it holds
                               irrevocable instructions to effect payment of the
                               Party B Payment and that funds are available to
                               make that payment."

         (e)    Add the following new sentence to Section 2(b):

                "Each new account so designated shall be in the same tax
                jurisdiction as the original account."

         (f)    In Section 2(d):

                (i)     the words "in respect of which X would not be required
                        to pay an additional amount to Y under Section
                        2(d)(i)(4)" are deleted where they appear in Section
                        2(d)(ii)(1); and

                (ii)    section 2(d)(i)(4) is deleted in its entirety,

                provided that, notwithstanding the foregoing, Section 2(d)(i)(4)
                and Section 2(d)(ii) will apply without any amendment with
                respect to any payment by Party B to Party A of interest on any
                amount calculated as being due by Party B in respect of any
                Early Termination Date in respect of any Transaction under
                Section 6(e) to the extent that payment of such amount is
                delayed by the operation of Part 5(5)(f).

(2)      REPRESENTATIONS:  In Section 3:

         (a)    Section 3(a)(v) is amended by inserting immediately after the
                words "creditors' rights generally" the following:

                "(including in the case of a party being an ADI (as that term is
                defined in the Reserve Bank Act, 1959 (Cth)), section 13A(3) of
                the Banking Act, 1959 (Cth) or any other analogous provision
                under any law applicable to a party.";

         (b)    the second line of Section 3 is amended by inserting after the
                words "is entered into" the words "or novated" and by inserting
                "3(g), 3(h), 3(i) and 3(j)" after the words "Section 3(f)";

                                                                               7
<PAGE>

         (c)    insert the following new paragraphs (g), (h), (i) and (j) in
                Section 3 immediately after Section 3(f):

                "(g)    RELATIONSHIP BETWEEN PARTIES. Each party will be deemed
                        to represent to the other parties on the date on which
                        it enters into a Transaction that (absent a written
                        agreement between the parties that expressly imposes
                        affirmative obligations to the contrary for that
                        Transaction):-

                        (i)    NON-RELIANCE. It is acting for its own account
                               (or, in the case of Party B, as trustee of the
                               relevant Sub-Fund), and it has made its own
                               independent decisions to enter into that
                               Transaction and as to whether that Transaction is
                               appropriate or proper for it based upon its own
                               judgment (and in the case of Party B, also on the
                               judgment of the Manager) and upon advice from
                               such advisers as it has deemed necessary. It is
                               not relying on any communication (written or
                               oral) of any other party as investment advice or
                               as a recommendation to enter into that
                               Transaction; it being understood that information
                               and explanations related to the terms and
                               conditions of a Transaction will not be
                               considered investment advice or a recommendation
                               to enter into that Transaction. No communication
                               (written or oral) received from any other party
                               will be deemed to be an assurance or guarantee as
                               to the expected results of that Transaction.

                        (ii)   EVALUATION AND UNDERSTANDING. It is capable of
                               evaluating and understanding (on its own behalf
                               or through independent professional advice), and
                               understands and accepts, the terms, conditions
                               and risks of that Transaction. It is also capable
                               of assuming, and assumes, the risks of that
                               Transaction.

                        (iii)  STATUS OF PARTIES. No other party is acting as a
                               fiduciary or an adviser to it in respect of that
                               Transaction.

                (h)     SUB-FUND. By Party B, in respect of Party B only, in its
                        capacity as trustee of the relevant Sub-Fund in respect
                        of each Transaction:

                        (i)    SUB-FUND VALIDLY CREATED. The Sub-Fund has been
                               validly created and is in existence at the date
                               of this Agreement.

                        (ii)   SOLE TRUSTEE. It has been validly appointed as
                               trustee of the Sub-Fund and is presently the sole
                               trustee of the Sub-Fund.

                        (iii)  NO PROCEEDINGS TO REMOVE. No notice has been
                               given to it and to its knowledge no resolution
                               has been passed, or direction or notice has been
                               given, removing it as trustee of the Sub-Fund.

                        (iv)   POWER. It has power under the Trust Deed to enter
                               into this Agreement and the Security Trust Deed
                               in relation to the Sub-Fund in its capacity as
                               trustee of the Sub-Fund.

                        (v)    GOOD TITLE. It is the lawful owner of the assets
                               of the Sub-Fund and has power under the Trust
                               Deed to mortgage or charge them in the manner
                               provided in the Security Trust Deed in relation
                               to the Sub-Fund and, subject only to that
                               Security Trust Deed and any Security Interest
                               permitted under that Security Trust Deed, those
                               assets are free of all other

                                                                               8
<PAGE>

                               Security Interests (except for Party B's right of
                               indemnity out of the assets of the Sub-Fund).

                (i)     NON-ASSIGNMENT. It has not assigned (whether
                        absolutely, in equity, by way of security or
                        otherwise), declared any trust over or given any
                        charge over any of its rights under this
                        Agreement or any Transaction except, in the case
                        of Party B, for the Security Interests created
                        under a Security Trust Deed.

                (j)     CONTRACTING AS PRINCIPAL. Each Transaction is
                        entered into by that party as principal and not
                        otherwise."

         (d)    insert the following paragraph at the end of Section 3:

                "Party B may notify Party A, the Manager and each
                Current Rating Authority in relation to a Sub-Fund of
                any circumstance which may arise from time to time of
                which it becomes aware and which would constitute a
                breach of any representation or warranty contained in
                this Section 3. In the event that Party B makes such
                notification, the relevant representation or warranty to
                which the notification relates will be deemed not to be
                repeated by Party B on each date on which a Transaction
                is entered into or novated (or in the case of the
                representations in Section 3(f),(g),(h), (i) and (j) at
                any time) after the date of such notification."

(3)      EVENT OF DEFAULT:  In Section 5(a):

         (a)    FAILURE TO PAY OR DELIVER: delete paragraph (i) and replace it
                with the following:

                "(i)    FAILURE TO PAY OR DELIVER. Failure by the party to make,
                        when due, any payment under this Agreement or delivery
                        under Section 2(a)(i) or 2(e) required to be made by it
                        if such failure is not remedied at or before 10.00am on
                        the tenth day after notice of such failure is given to
                        the party;"

         (b)    CONSEQUENTIAL AMENDMENTS:

                (i)     delete "or" at the end of Section 5(a)(vii); and

                (ii)    replace the full stop at the end of Section 5(a)(viii)
                        with "; or"; and

         (c)    DOWNGRADE OBLIGATIONS: insert the following new paragraph (ix):

                "(ix)   DOWNGRADE OBLIGATIONS. In respect of Party A only, Party
                        A fails to comply with Part 5(21) if such failure is not
                        remedied on or before the tenth Business Day (or such
                        later day as Party B and the Manager may agree and which
                        the Current Rating Authorities confirm in writing will
                        not result in a reduction, qualification or withdrawal
                        of the credit ratings then assigned by them to the
                        Relevant Notes in relation to the Transactions) after
                        notice of such failure is given to Party A.".

(4)      TERMINATION EVENTS:

         (a)    ILLEGALITY: In respect of each Currency Swap, the parties agree
                that the imposition by any Governmental Agency of an Australian
                jurisdiction of any exchange controls, restrictions or
                prohibitions which would otherwise constitute an Illegality for
                the purposes of Sections 5(b)(i) or 5(c) will not be an event
                which constitutes an Illegality for the purposes of those
                Sections so that following the occurrence of such event:

                (i)     neither Party A nor Party B will be entitled to
                        designate an Early

                                                                               9
<PAGE>

                        Termination Date in respect of that Currency Swap as a
                        result of that event occurring;

                (ii)    payment by Party B in accordance with Part 5(1) of the
                        Schedule or the Confirmation will continue to constitute
                        proper performance of its payment obligations in respect
                        of that Currency Swap; and

                (iii)   Party A's obligations in respect of that Currency Swap
                        or this Agreement will, to the extent permitted by law,
                        be unaffected by the occurrence of that event,

                but nothing in this Part 5(4)(a) limits the rights of Party A or
                Party B in relation to any other Termination Event or Event of
                Default resulting from such event including any rights of Party
                A or Party B arising as a result of a failure by Party A or
                Party B to make any payment in accordance with this Agreement.

         (b)    PARTY A'S LIMITED RIGHTS IN RELATION TO TAX EVENT:

                (i)     Subject to Section 6(b)(ii), Party A may designate an
                        Early Termination Date in respect of a Transaction if it
                        is an Affected Party following a Tax Event only if the
                        Manager or the Relevant Note Trustee (if any) in
                        relation to the Transaction has notified the parties in
                        writing that it is satisfied that all amounts owing to
                        the Relevant Noteholders in respect of the Transaction
                        are capable of being paid in full on the date on which
                        the Relevant Notes in respect of the Transaction are to
                        be redeemed.

                (ii)    If a Tax Event in respect of a Transaction occurs where
                        Party A is the Affected Party and Party A is unable to
                        transfer all its rights and obligations under this
                        Agreement in respect of the Transaction to an Affiliate
                        pursuant to Section 6(b)(ii), Party A may, at its cost,
                        transfer all its rights, powers and privileges and all
                        its unperformed and future obligations under this
                        Agreement in respect of the Transaction to any person
                        approved by the Manager (which approval must not be
                        unreasonably withheld) provided that each Current Rating
                        Authority in relation to the relevant Sub-Fund has
                        confirmed in writing that the transfer will not result
                        in a reduction, qualification or withdrawal of the
                        credit ratings then assigned by them to the Relevant
                        Notes in relation to the Transactions of that Sub-Fund.

(5)      TERMINATION:

         (a)    TERMINATION BY PARTY B: Party B must not designate an Early
                Termination Date in relation to a Transaction without the prior
                written consent of the Relevant Note Trustee (if any) in
                relation to that Transaction.

         (b)    TERMINATION BY THE RELEVANT NOTE TRUSTEE: If while an Event of
                Default or Termination Event that gives Party B the right to
                designate an Early Termination Date in relation to a Transaction
                is subsisting, Party B does not exercise its right to terminate
                a Transaction, then the Relevant Note Trustee (if any) in
                relation to that Transaction may designate an Early Termination
                Date in relation to that Transaction as if it were a party to
                this Agreement.

         (c)    CONSULTATION ON EARLY TERMINATION DATE: Each party may only
                designate an Early Termination Date after using its best
                endeavours to have prior consultation with the other parties as
                to the timing of the Early Termination Date.

         (d)    TRANSFERS TO AVOID TERMINATION:

                                                                              10
<PAGE>

                Section 6(b)(ii) is amended as follows:

                (i)     The following sentences are added at the end of the
                        second paragraph:

                        "However, if Party A is that other party it must, if so
                        requested by the Manager, use reasonable efforts to make
                        such a transfer to an Affiliate provided the Current
                        Rating Authorities have given prior written confirmation
                        to the Manager or the Relevant Note Trustee (if any)
                        that such a transfer will not result in a reduction,
                        qualification or withdrawal of the credit ratings then
                        assigned by them to the Relevant Notes in relation to
                        the Affected Transactions. Party A will not be required
                        to incur a loss, excluding immaterial incidental
                        expenses, in connection with any such transfer."

                (ii)    The third paragraph is deleted and replaced with the
                        following:

                        "Any such transfer by a party under this Section
                        6(b)(ii) will be subject to and conditional upon the
                        prior written consent of the other party, which consent
                        will not be withheld:

                        (1)    where the other party is Party A, if Party A's
                               policies in effect at such time would permit it
                               to enter into transactions with the transferee on
                               the terms proposed; or

                        (2)    where the other party is Party B, if the Current
                               Rating Authorities have confirmed in writing that
                               such transfer will not result in a reduction,
                               qualification or withdrawal of the credit ratings
                               then assigned by them to the Relevant Notes in
                               relation to the Affected Transactions."

         (e)    DETERMINATION OF MARKET QUOTATION BY PARTY B: If Party B is
                required to determine a Market Quotation in respect of a
                Terminated Transaction pursuant to Section 6(e), Party B must
                consult with Party A in relation to such determination prior to
                making the determination and must provide to each Reference
                Market-maker in relation to the Market Quotation such
                information in relation to the Terminated Transaction, provided
                by Party A to Party B, as Party A may reasonably request.

         (f)    TERMINATION PAYMENTS BY PARTY B: Notwithstanding Section
                6(d)(ii), any amount calculated as being due by Party B in
                respect of any Early Termination Date in respect of a Currency
                Swap under Section 6(e) will be payable (along with interest on
                the outstanding amount from that Early Termination Date to the
                date of payment in accordance with Section 6(e)) on the Payment
                Date in relation to that Currency Swap (as specified in the
                relevant Confirmation) immediately following the date that such
                amount would otherwise be payable under Section 6(d)(ii) (or
                will be payable on that date if that date is a Payment Date)
                except to the extent that such amount may be satisfied from a
                distribution under the relevant Security Trust Deed or the
                payment of an upfront premium in respect of a Replacement
                Currency Swap in accordance with Part 5(16)(b).

(6)      CURRENCY SWAPS:

         (a)    Subject to paragraph (b), if an Early Termination Date is
                designated in respect of a Currency Swap:

                (i)     an amount with respect to that Early Termination Date
                        and Currency Swap must be calculated in accordance with
                        Section 6(e)(i)(3) or Section 6(e)(ii), as applicable,
                        independently of any other Transactions

                                                                              11
<PAGE>

                        (including any other Currency Swap) and notwithstanding
                        that there are other Terminated Transactions in relation
                        to that Early Termination Date; and

                (ii)    that amount (and any interest on it) must be paid in
                        accordance with Section 6(d)(ii) independently of
                        amounts due by or to the payer in respect of other
                        Terminated Transactions (and without set-off against
                        amounts due to the payer under this Agreement or
                        otherwise).

         (b)    Notwithstanding paragraph (a), any amount payable by or to a
                party in respect of an Early Termination Date being designated
                in relation to a Currency Swap may be set-off against any sum or
                obligation owing to or by that party in accordance with Part
                5(25).

         Nothing in this Part 5(6) affects the obligation of the parties under
         Section 6 in respect of Transactions which are not Currency Swaps.

(7)      NO SET-OFF: Section 6(e) is amended by deleting the last sentence of
         the first paragraph.

(8)      TRANSFER: Section 7 is replaced with:

                "7.     ESSENTIAL TERM: TRANSFER

                (a)     Neither the interests nor the obligations of either
                        party in or under this Agreement (including any
                        Transaction) are capable of being assigned or
                        transferred (whether at law, in equity or otherwise),
                        charged or the subject of any trust (other than the
                        relevant Sub-Fund or the trust and charge created
                        pursuant to the Credit Support Document in relation to
                        Party B) or other fiduciary obligation. Any action by a
                        party which purports to do any of these things is void.

                (b)     Nothing in this Section 7:

                        (i)    restricts a transfer by a party after the other
                               parties have agreed to the variation of this
                               Agreement to the extent necessary to permit such
                               transfer;

                        (ii)   restricts a novation of the interests and
                               obligations of a party in or under this Agreement
                               (including any Transaction) including, but not
                               limited to, for the purposes of giving effect to
                               a transfer under Section 6(b)(ii), Part
                               5(4)(b)(ii), Part 5(21)(b) or Part 5(27);

                        (iii)  restricts a transfer by a party of all or any
                               part of its interest in any amount payable to it
                               from a Defaulting Party under Section 6(e);

                        (iv)   restricts a transfer by Party B or the Manager to
                               a new Trustee or new Manager, respectively, in
                               accordance with the Trust Deed or Management
                               Deed; or

                        (v)    restricts Party B from granting security over a
                               Transaction or this Agreement pursuant to the
                               Credit Support Document in relation to Party B.

                (c)     Each party acknowledges that the other party enters into
                        this Agreement and each Transaction on the basis that
                        this Section 7 must be strictly observed and is
                        essential to the terms of this Agreement (including each
                        Transaction)."


                                                                              12
<PAGE>

(9)      FACSIMILE TRANSMISSION:  In Section 12:

         (a)    delete the following words where they appear in lines 2 and 3 of
                Section 12(a):

                "(except that a notice or other communication under Section 5 or
                Section 6 may not be given by facsimile transmission or
                electronic messaging system)".

         (b)    replace Section 12(a)(iii) with:

                "(iii)  if sent by facsimile transmission, on the date a
                        transmission report is produced by the machine from
                        which the facsimile was sent which indicates that the
                        facsimile was sent in its entirety to the facsimile
                        number of the recipient notified for the purpose of this
                        Section unless the recipient notifies the sender within
                        one Business Day of the facsimile being sent that the
                        facsimile was not received in its entirety in legible
                        form;"; and

         (c)    insert a new paragraph (vi) in Section 12(a) immediately after
                Section 12(a)(v) as follows:

                "(vi)   if sent by ordinary mail, on the third (or the seventh,
                        if posted by airmail) day after posting.".

(10)     DEFINITIONS

         In this Agreement, unless the contrary intention appears:

         (a)    TRUST DEED: subject to Part 5(10)(h), unless defined in this
                Agreement words and phrases defined in the Trust Deed have the
                same meaning in this Agreement;

         (b)    TRUSTEE CAPACITY:

                (i)     a reference to Party B is a reference to Party B in its
                        capacity as trustee of the relevant Sub-Fund only, and
                        in no other capacity;

                (ii)    a reference to the undertaking, assets, business or
                        money of Party B is a reference to the undertaking,
                        assets, business or money of Party B in the capacity
                        referred to in Part 5(10)(b)(i) only; and

                (iii)   without limiting the foregoing, Section 5(a)(vii) will
                        only apply to Party B in its capacity as trustee of the
                        relevant Sub-Fund and:

                        (A)    reference in Section 5(a)(vii)(1) to Party B
                               being dissolved is to the relevant Sub-Fund being
                               dissolved;

                        (B)    Party B in its capacity as trustee of the
                               relevant Sub-Fund is not insolvent or unable to
                               pay its debts for the purposes of Section
                               5(a)(vii)(2) to the extent that its obligation to
                               make any payment is limited by the Transaction
                               Documents in relation to the Sub-Fund; and

                        (C)    the appointment of a new Trustee in relation to
                               the Sub-Fund in accordance with the Trust Deed is
                               not, of itself, an event to which Section
                               5(a)(vii) applies in relation to Party B.

         (c)    DEFINITIONS: in Section 14:

                (i)     replace the definition of "LOCAL BUSINESS DAY" with the
                        following:

                                                                              13
<PAGE>

                        ""LOCAL BUSINESS DAY" has the same meaning as given to
                        the term "BUSINESS DAY" in the Confirmation for each
                        Transaction (including by way of incorporation by
                        reference)."

                (ii)    insert the following new definitions:

                        "CURRENCY SWAP" means a Transaction which, in the
                        relevant Confirmation, is expressed to be a Currency
                        Swap for the purposes of the Agreement.

                        "CURRENT RATING AUTHORITY" in relation to the
                        Transactions of a Sub-Fund has the meaning given to that
                        term in relation to the Sub-Fund in the Trust Deed.

                        "MASTER NOVATION ANNEX" means the Master Novation Annex
                        annexed to this Schedule.

                        "PRESCRIBED RATING PERIOD" in relation to a Transaction
                        means (unless otherwise specified in the Confirmation in
                        relation to the Transaction) in relation to any credit
                        ratings assigned to Party A by a Current Rating
                        Authority:

                        (a)    a period of 30 Business Days from the date of
                               assignment of that credit rating where the credit
                               ratings of Party A immediately after that
                               assignment are less than the Prescribed Rating
                               but greater than or equal to a short term credit
                               rating of A-2 by S&P and long term credit ratings
                               of BBB+ by S&P, A3 by Moody's and BBB+ by Fitch;
                               and

                        (b)    a period of 5 Business Days from the date of
                               assignment of that credit rating where the credit
                               ratings of Party A immediately after that
                               assignment are less than a short term credit
                               rating of A-2 by S&P and long term credit ratings
                               of BBB+ by S&P, A3 by Moody's and BBB+ by Fitch,

                        or, in either case, such greater period as is agreed to
                        in writing by each relevant Current Rating Authority. If
                        any one or more of S&P, Moody's or Fitch is not a
                        Current Rating Authority in relation to the Transaction
                        then the ratings of such a credit rating agency will not
                        be relevant for the purposes of determining the
                        Prescribed Rating Period.

                        "PRESCRIBED RATING" means, unless otherwise specified in
                        the Confirmation in relation to the Transaction:

                        (a)    in relation to a Transaction which is a Currency
                               Swap either a short term credit rating of A-1+ by
                               S&P or a long term credit rating of AA- by S&P
                               (if S&P is a Current Rating Authority in relation
                               to the Transaction), a short term credit rating
                               of F1 by Fitch or a long term credit rating of A
                               by Fitch (if Fitch is a Current Rating Authority
                               in relation to the Transaction) and a long term
                               credit rating of A2 by Moody's (if Moody's is a
                               Current Rating Authority in relation to the
                               Transaction); or

                        (b)    in relation to all other Transactions, either a
                               short term credit rating of A-1 by S&P (if S&P is
                               a Current Rating Authority in relation to the
                               Transaction) and long term credit ratings of A by
                               Fitch (if Fitch is a Current Rating Authority in
                               relation to the Transaction) and of A2 by Moody's
                               (if Moody's is a

                                                                              14
<PAGE>

                               Current Rating Authority in relation to the
                               Transaction).

                        "RELEVANT NOTE TRUSTEE" in relation to a Transaction has
                        the meaning (if any) given to that term in the
                        Confirmation for that Transaction.

                        "RELEVANT NOTES" in relation to a Transaction means
                        (subject to the relevant Confirmation) all the Notes
                        issued by the Trustee as trustee of the relevant
                        Sub-Fund in relation to the Transaction, and all
                        Specified Investor Securities in relation to those
                        Notes, in each case which remain outstanding.

                        "RELEVANT NOTEHOLDERS" in relation to a Transaction
                        means the Noteholders in respect of the Relevant Notes
                        in relation to that Transaction.

                        "REPLACEMENT CURRENCY SWAP" has the meaning given to it
                        in Part 5(16).

                        "TRUST DEED" means the Deed of Trust dated 13 July 1990
                        (as amended in its application to the relevant Sub-Fund)
                        made between the party named as the Founder in the First
                        Schedule of that Deed and Party B, pursuant to which the
                        trust funds collectively known as the "PUMA Fund" are
                        constituted.

         (d)    INTERPRETATION:

                (i)     unless specified otherwise, references to time are
                        references to Sydney time;

                (ii)    a reference to "WILFUL DEFAULT" in relation to Party B
                        means, subject to Part 5(10)(d)(iii) of this Schedule,
                        any wilful failure by Party B to comply with, or wilful
                        breach by Party B of, any of its obligations under any
                        Transaction Document in relation to the relevant
                        Sub-Fund, other than a failure or breach which:

                        A.     (1)    arises as a result of a breach of such a
                                      Transaction Document by a person other
                                      than:

                                      (a)    Party B; or

                                      (b)    any other person referred to in
                                             Part 5(10)(d)(iii) of this
                                             Schedule; and

                               (2)    the performance of the action (the non-
                                      performance of which gave rise to such
                                      breach) is a precondition to Party B
                                      performing the said obligation;

                        B.     is in accordance with a lawful court order or
                               direction or required by law; or

                        C.     is in accordance with any proper instruction or
                               direction of:

                               (1)    the Secured Creditors given at a meeting
                                      or deemed meeting of Secured Creditors
                                      convened pursuant to the Security Trust
                                      Deed in relation to the relevant Sub-Fund;
                                      or

                                                                              15
<PAGE>

                               (2)    Noteholders in relation to Notes of the
                                      relevant Sub-Fund given at a meeting or
                                      deemed meeting convened under the Trust
                                      Deed or an Issuing Document;

                (iii)   a reference to the "FRAUD", "NEGLIGENCE" or "WILFUL
                        DEFAULT" of Party B means the fraud, negligence or
                        wilful default of Party B and of its officers,
                        employees, agents and any other person where Party B is
                        liable for the acts or omissions of such other person
                        under the terms of any Transaction Document in relation
                        to the relevant Sub-Fund;

                (iv)    a reference to "neither party" will be construed as a
                        reference to "no party";

                (v)     a reference to "other party" will be construed as a
                        reference to "other parties"; and

                (vi)    where a relevant Sub-Fund was created prior to 7
                        September, 2001 a reference to "Notes" is to be
                        construed as a reference to "Registered Stock" and a
                        reference to "Noteholders" to be construed as a
                        reference to "Investors".

         (e)    ISDA DEFINITIONS: The 2000 ISDA Definitions and Annex to the
                2000 ISDA Definitions (as published by the International Swaps
                and Derivatives Association, Inc ("ISDA")) (the "2000 ISDA
                DEFINITIONS") as at the date of this Agreement are incorporated
                into this Agreement and each Confirmation.

         (f)    INCONSISTENCY: Subject to Part 5(10)(a), unless specified
                otherwise, in the event of any inconsistency between any two or
                more of the following documents in respect of a Transaction they
                will take precedence over each other in the following order in
                respect of that Transaction:

                (i)     any Confirmation;

                (ii)    this Schedule;

                (iii)   the 2000 ISDA Definitions; and

                (iv)    the printed form of the 1992 ISDA Master Agreement which
                        forms part of this Agreement.

         (g)    SWAP TRANSACTION: Any reference to a:

                (i)     "SWAP TRANSACTION" in the 2000 ISDA Definitions is
                        deemed to be a reference to a "TRANSACTION" for the
                        purpose of interpreting this Agreement or any
                        Confirmation; and

                (ii)    "TRANSACTION" in this Agreement or any Confirmation is
                        deemed to be a reference to a "SWAP TRANSACTION" for the
                        purpose of interpreting the 2000 ISDA Definitions.

         (h)    INCORPORATED DEFINITIONS AND OTHER TRANSACTION DOCUMENTS AND
                PROVISIONS: Where in this Agreement a word or expression is
                defined by reference to its meaning in another Transaction
                Document or there is a reference to another Transaction Document
                or to a provision of another Transaction Document, any amendment
                to the meaning of that word or expression or to that other
                Transaction Document or provision (as the case may be) will be
                of no effect for the purposes of this Agreement unless and until
                the amendment is consented to by the parties to this Agreement.

                                                                              16
<PAGE>

(11)     LIMITATION OF LIABILITY: Insert the following Section 15, after Section
         14:

         "15.   PARTY B'S LIMITATION OF LIABILITY

                (a)     (LIMITATION ON PARTY B'S LIABILITY): Party B enters into
                        this Agreement only in its capacity as trustee of the
                        relevant Sub-Fund (as defined below) and in no other
                        capacity. A liability incurred by Party B acting in its
                        capacity as trustee of the relevant Sub-Fund arising
                        under or in connection with this Agreement is limited to
                        and can be enforced against Party B only to the extent
                        to which it can be satisfied out of the assets of the
                        relevant Sub-Fund out of which Party B is actually
                        indemnified for the liability. This limitation of Party
                        B liability applies despite any other provision of this
                        Agreement (other than Section 15(c)) and extends to all
                        liabilities and obligations of Party B in any way
                        connected with any representation, warranty, conduct,
                        omission, agreement or transaction related to this
                        Agreement.

                (b)     (CLAIMS AGAINST PARTY B): The parties other than Party B
                        may not sue Party B in respect of liabilities incurred
                        by Party B acting in its capacity as trustee of the
                        relevant Sub-Fund in any other capacity other than as
                        trustee of that Sub-Fund, including seek the appointment
                        of a receiver (except in relation to assets of that
                        Sub-Fund), a liquidator, an administrator, or any
                        similar person to Party B or prove in any liquidation,
                        administration or arrangements of or affecting Party B
                        (except in relation to the assets of that Sub-Fund).

                (c)     (BREACH OF TRUST): The provisions of this Section 15
                        will not apply to any obligation or liability of Party B
                        in respect of the relevant Sub-Fund to the extent that
                        it is not satisfied because under the Trust Deed or any
                        other Transaction Document in relation to the relevant
                        Sub-Fund or by operation of law there is a reduction in
                        the extent of Party B's indemnification out of the
                        assets of the relevant Sub-Fund, as a result of Party
                        B's fraud, negligence or wilful default in respect of
                        the relevant Sub-Fund.

                (d)     (ACTS OR OMISSIONS): It is acknowledged that the Manager
                        and other parties to the Transaction Documents in
                        relation to the relevant Sub-Fund other than Party B
                        (the "RELEVANT PARTIES") are responsible under those
                        Transaction Documents for performing a variety of
                        obligations relating to the relevant Sub-Fund. No act or
                        omission of Party B (including any related failure to
                        satisfy its obligations or any breach of representation
                        or warranty under this Agreement) will be considered
                        fraudulent, negligent or a wilful default of Party B for
                        the purpose of paragraph (c) of this Section 15 in
                        respect of the relevant Sub-Fund 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 Party B under any such Transaction Document
                        (other than a person whose acts or omissions Party B is
                        liable for in accordance with such a Transaction
                        Document) to fulfil its obligations relating to the
                        relevant Sub-Fund or by any other act or omission of a
                        Relevant Party or any other such person.

                (e)     (NO OBLIGATION): Party B is not obliged to enter into
                        any further commitment or obligation under this
                        Agreement or any Transaction Document unless Party B's
                        liability is limited in a manner which is consistent
                        with this Section 15 or otherwise in a manner
                        satisfactory to Party B in its absolute discretion.

                                                                              17
<PAGE>

                (f)     (SEGREGATION): Party B will enter into each Transaction
                        as trustee of a Sub-Fund. Each Confirmation in relation
                        to a Transaction must specify the name of the Sub-Fund
                        to which the Transaction relates and each novation of a
                        Transaction pursuant to the Master Novation Annex must
                        specify the name of Sub-Fund to which the relevant
                        Transaction is being novated. Without limiting the
                        generality of this Section 15, the provisions of this
                        Agreement shall have effect severally in respect of each
                        Sub-Fund in respect of which the Trustee holds its
                        rights under a Transaction whether by originally being a
                        party to the Transaction in that capacity or as a result
                        of a novation (each a "RELEVANT SUB-FUND") and shall be
                        enforceable by or against Party B in its capacity as
                        trustee of each such Sub-Fund as though a separate
                        Agreement applied between Party A and Party B for each
                        of Party B's said several capacities, to the intent that
                        (inter alia):

                        (i)    unless the context indicates a contrary
                               intention, each reference to "Party B" in this
                               Agreement shall be construed as a several
                               reference to Party B in its capacity as trustee
                               of the relevant Sub-Fund;

                        (ii)   this Agreement together with each Confirmation
                               relating to the relevant Sub-Fund will form a
                               single separate agreement between Party A and
                               Party B in its capacity as trustee of that
                               Sub-Fund and references to the respective
                               obligations (including references to payment
                               obligations generally and in the context of
                               provisions for the netting of payments and the
                               calculation of amounts due on early termination)
                               of Party A and Party B shall be construed
                               accordingly as a several reference to each mutual
                               set of obligations arising under each such
                               separate agreement between Party A and Party B in
                               its several capacities as trustee of each
                               relevant Sub-Fund and, other than where the
                               context requires otherwise in this Section 15(f),
                               reference in this Agreement to the "Sub-Fund" or
                               the "relevant Sub-Fund" is to that Sub-Fund only
                               in the separate agreement relating to that
                               Sub-Fund;

                        (iii)  representations made and agreements entered by
                               the parties under this Agreement are made and
                               entered severally by Party B in its capacity as
                               trustee of each Sub-Fund and may be enforced by
                               Party B against Party A severally in Party B's
                               said several capacities (and by Party A against
                               Party B in Party B's said several capacities);

                        (iv)   rights of termination, and obligations and
                               entitlements consequent upon termination, only
                               accrue to Party A against Party B severally in
                               Party B's capacity as trustee of each Sub-Fund,
                               and only accrue to Party B against Party A
                               severally in Party B's said several capacities;
                               and

                        (v)    without limiting Section 15, the occurrence of an
                               Event of Default or Termination Event in respect
                               of one Sub-Fund shall not in itself constitute an
                               Event of Default or Termination Event in respect
                               of any other Sub-Fund."

(12)     FURTHER ASSURANCES: Each party will, upon request by the other party
         (the "REQUESTING PARTY") at the expense of the requesting party,
         perform all such acts and execute all such agreements, assurances and
         other documents and instruments as the requesting party reasonably
         requires (and, in the case of Party B, are within the powers granted to
         Party B under

                                                                              18
<PAGE>

         the Trust Deed) to assure and confirm the rights and powers afforded,
         created or intended to be afforded or created, under or in relation to
         this Agreement and each Transaction or other dealing which occurs under
         or is contemplated by it.

(13)     PROCEDURES FOR ENTERING INTO TRANSACTIONS

         (a)    With respect to each Transaction entered into pursuant to this
                Agreement and for the purposes of Section 9(e)(ii), Party A
                will, by or promptly after the relevant Trade Date, send Party B
                and the Manager a Confirmation in such form as may be agreed
                between Party A, Party B and the Manager, and Party B and the
                Manager must promptly then confirm the accuracy of and sign and
                return, or request the correction of, such Confirmation.

         (b)    Party B will enter into each Transaction in its capacity as
                trustee of a Sub-Fund as specified in the relevant Confirmation.

(14)     AUTHORISED OFFICER: Each party will be entitled to assume, in the
         absence of any knowledge to the contrary, that any person signing any
         Confirmation, notice or other written communication issued in respect
         of this Agreement on behalf of a party is authorised by that party to
         do so.

(15)     RECORDED CONVERSATIONS: Each party:

         (a)    consents to the electronic recording of its telephone
                conversations with another party (or any of its associated
                persons) with or without the use of an automatic tone warning
                device;

         (b)    will provide transcripts of such recordings (if any) upon
                reasonable request by the other party (at the reasonable cost of
                the party requesting);

         (c)    acknowledges that such recordings and transcripts can be used as
                evidence by either party in any dispute between them; and

         (d)    acknowledges that no party is obligated to maintain copies of
                such recordings and transcripts for the benefit of another
                party.

(16)     REPLACEMENT CURRENCY SWAP:

         (a)    If any Transaction under this Agreement which is a Currency Swap
                is terminated, Party B may, at the direction of the Manager,
                enter into one or more currency swaps which replace that
                Transaction (collectively a "REPLACEMENT CURRENCY SWAP")
                provided that:

                (i)     the Current Rating Authorities in relation to the
                        Transaction confirm in writing that the entry into the
                        Replacement Currency Swap by Party B will not result in
                        a reduction, qualification or withdrawal of the credit
                        ratings then assigned by them to the Relevant Notes in
                        relation to the Transaction; and

                (ii)    the liability of Party B under the Replacement Currency
                        Swap is limited to at least the same extent that its
                        liability is limited under that Transaction.

         (b)    If Party B enters into a Replacement Currency Swap pursuant to
                paragraph (a) and a Settlement Amount (or any interest on that
                Settlement Amount in accordance with Section 6(d)(ii)) is
                payable by Party B to Party A upon termination of the
                Transaction referred to in Part 5(16)(a), Party B must (unless
                otherwise agreed between Party A, Party B and the Manager)
                direct the Replacement Currency Swap provider to pay any upfront
                premium to enter into the Replacement Currency Swap

                                                                              19
<PAGE>

                due to Party B directly to Party A in satisfaction of and to the
                extent of Party B's obligation to pay the Settlement Amount (and
                any interest on that Settlement Amount in accordance with
                Section 6(d)(ii)) to Party A, and to the extent such premium is
                not greater than or equal to the Settlement Amount, the balance
                may be satisfied by Party B as Fees and Expenses of the relevant
                Sub-Fund.

         (c)    If Party B enters into a Replacement Currency Swap pursuant to
                paragraph (a) and a Settlement Amount (or any interest on that
                Settlement Amount in accordance with Section 6(d)(ii)) is
                payable by Party A to Party B upon termination of the
                Transaction referred to in Part 5(16)(a), Party B must (unless
                otherwise agreed between Party A, Party B and the Manager)
                direct Party A to pay that amount to the Replacement Currency
                Swap provider in satisfaction of or towards and to the extent of
                Party B's obligation (if any) to pay an upfront premium to the
                Replacement Currency Swap provider to enter into the Replacement
                Currency Swap.

         (d)    The rights and obligations of the parties under this Part 5(16)
                will survive the termination of this Agreement.

(17)     KNOWLEDGE OR AWARENESS: Subject to Section 12(a), 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 relevant Sub-Fund or the Transactions entered into under this
         Agreement 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).

(18)     DISCLOSURE TO RELATED BODIES CORPORATE: In relation to information
         Party B in its capacity as trustee of the Sub-Fund (the "RECIPIENT")
         receives from the Manager or Party A (the "DISCLOSER") in relation to a
         Sub-Fund or the trust established under the Security Trust Deed (the
         "INFORMATION"), each Discloser hereby severally authorises and consents
         to the Recipient making available such Information, except to the
         extent that the making available of such Information is prohibited by
         law (including, without limitation, the Privacy Act), to:

         (a)    (RELATED BODY CORPORATE): any Related Body Corporate of the
                Recipient which acts as custodian or Security Trustee of the
                assets of the Sub-Fund or which otherwise has responsibility for
                the management or administration of the Sub-Fund, including its
                assets; and

         (b)    (RECIPIENT): the Recipient acting in its capacity as Manager or
                custodian (as applicable) of the Sub-Fund.

         Notwithstanding any other provision of this Agreement, the Recipient
         will not have any liability to the Discloser or any other person for
         the use, non-use, communication or non-communication of the Information
         in the above manner, except to the extent to which the Recipient has an
         express contractual obligation to disclose or not to disclose or to use
         or not to use certain information received by it and fails to do so.
         The Recipient must ensure that each person referred to in paragraphs
         (a) and (b) above is bound by the same duties of confidentiality in
         relation to any Information received by that person pursuant to this
         Part 5(18) as apply to the Recipient.

(19)     RESTRICTIONS ON PARTY B'S RIGHTS: Party B must at all times act in
         accordance with the instructions of the Manager in relation to this
         Agreement.

(20)     APPOINTMENT OF MANAGER: Party B hereby exclusively appoints the Manager
         as its attorney to act on Party B's behalf and exercise all rights and
         powers of Party B with respect to this Agreement. Without limiting the
         generality of the foregoing, the Manager may issue and receive on
         behalf of Party B all notices, certificates and other communications to
         or by Party A

                                                                              20
<PAGE>

         under this Agreement until such time as Party B serves written notice
         on Party A of the revocation of the Manager's authority to act on
         behalf of Party B in accordance with this Part 5(20). The Manager
         hereby accepts such appointment. Party A is not obliged to enquire into
         the authority of the Manager to exercise or satisfy any of Part B's
         rights or obligations on Party B's behalf.

(21)     COLLATERALISATION OF PARTY A'S OBLIGATIONS UNDER THE TRANSACTIONS:

         (a)    (MAINTAINING RATINGS): If the unsecured and unsubordinated debt
                obligations of Party A (or any applicable assignee or its
                guarantor) shall cease to have a credit rating equal to or
                higher than the Prescribed Rating in relation to any
                Transactions of a Sub-Fund, then Party A shall immediately
                notify the Current Rating Authorities in relation to the
                Transactions and Party B and within the Prescribed Rating Period
                in relation to the Transactions (unless during this period Party
                A and Party B receive written confirmation from those Current
                Rating Authorities that the downgrade would not result in a
                reduction, qualification or withdrawal of the credit ratings
                then assigned by them to the Relevant Notes in relation to the
                Transactions) at its cost either:

                (i)     provided that Party A and Party B receive prior written
                        confirmation from such Current Rating Authorities that
                        there will not be a reduction, qualification or
                        withdrawal of the credit ratings then assigned by them
                        to the Relevant Notes in relation to the Transactions as
                        a result of the downgrade following collateral
                        arrangements being put in place, put in place an
                        appropriate mark-to-market collateral agreement
                        (consisting of either cash or securities) which may be
                        based either on S&P's New Interest Rate and Currency
                        Swap Criteria published in January 1999 (as may be
                        amended from time to time) or on any other agreement
                        reached between the parties, in support of its
                        obligations under the relevant Transactions;

                (ii)    enter into an agreement novating its rights and
                        obligations under this Agreement in respect of the
                        relevant Transactions to a replacement swap counterparty
                        which the Current Rating Authorities in relation to the
                        Transactions confirm in writing will not result in a
                        reduction, qualification or withdrawal of the credit
                        ratings then assigned by them to the Relevant Notes in
                        relation to the Transactions; or

                (iii)   enter into some other arrangements in respect of those
                        Transactions which the Current Rating Authorities in
                        relation to the Transactions confirm in writing will not
                        result in a reduction, qualification or withdrawal of
                        the credit ratings then assigned by them to the Relevant
                        Notes in relation to the Transactions.

         (b)    (AMENDING AGREEMENT): If collateral is lodged under Part
                5(21)(a)(i) above, the parties must execute an amending
                agreement incorporating into this Agreement an ISDA Credit
                Support Annex (New York law or English law version as selected
                by Party A), and until executed such an ISDA Credit Support
                Annex will be taken to supplement and form part of this
                Agreement, and any collateral lodged will be subject to its
                terms, as if the ISDA Credit Support Annex were incorporated
                into this Agreement (but without any Paragraph 13 other than as
                necessary to give effect to the obligations described in this
                Part 5(21)) prior to the lodgement of any such collateral. Party
                B and the Manager acknowledge that any collateral lodged under
                Part 5(21)(a)(i) will not be an asset of the Sub-Fund in
                relation to the Transactions available for distribution in
                accordance with the Security Trust Deed in relation to that
                Sub-Fund.

                                                                              21
<PAGE>

         (c)    (FURTHER ASSURANCE): Where Party A elects to novate its rights
                and obligations under this Agreement in respect of the
                Transactions to a replacement counterparty in accordance with
                Part 5(21)(a)(ii) above, Party B, at the direction of the
                Manager, and the Manager must, at the cost of Party A, do all
                things requested by Party A which are necessary to novate the
                relevant rights and obligations to the replacement counterparty.

         (d)    (RETURN OF COLLATERAL): If, at any time, Party A's obligations
                under this Agreement in respect of the Transactions are novated
                in accordance with Part 5(21)(a)(ii) above, Party A shall be
                immediately entitled to any collateral which it has provided
                under any collateral agreement contemplated by Part 5(21)(a)(i)
                (less any amount withdrawn in accordance with Part 5(21)(e)).

         (e)    (WITHDRAWALS OF COLLATERAL): Party B may only make withdrawals
                from any account into which collateral is provided by Party A
                (the "COLLATERAL ACCOUNT") if directed to do so by the Manager
                and then only for the purpose of:

                (i)     novating obligations under this Agreement in respect of
                        the Transactions in accordance with Part 5(21)(a)(ii)
                        (including the costs of obtaining a replacement
                        counterparty);

                (ii)    refunding to Party A any excess in the amount of any
                        collateral deposited to the Collateral Account over the
                        amount Party A is required to maintain under any
                        collateral agreement contemplated by Part 5(21)(a)(i);

                (iii)   withdrawing any amount which has been incorrectly
                        deposited into the Collateral Account;

                (iv)    paying bank accounts debit tax or other equivalent taxes
                        and any fees payable in respect of the Collateral
                        Account; or

                (v)     funding the amount of any payment due to be made by
                        Party A under this Agreement following the failure by
                        Party A to make that payment.

                The Manager must direct Party B to, and Party B must, refund or
                pay to Party A the amount of any payment which may be made to
                Party A under paragraphs (ii) or (iii) above as soon as such
                refund or payment is possible.

         (f)    (INTEREST): All interest on the Collateral Account will accrue
                and be payable monthly to Party A providing the amount deposited
                to the Collateral Account is not less than the amount Party A is
                required to maintain under the collateral agreement contemplated
                by Part 5(21)(a)(i).

         (g)    (VARIATION): Notwithstanding that Party A has elected to satisfy
                its obligations pursuant to this Part 5(21) in a particular
                manner, it may subsequently and from time to time vary the
                manner in which it satisfies its obligations pursuant to this
                Part 5(21) (but will not be entitled to any additional grace
                period in relation to such a variation).

(22)     AMENDMENT TO THIS AGREEMENT: None of Party A, Party B or the Manager
         may amend this Agreement to the extent that it applies to any
         Transaction unless the Current Rating Authorities in relation to the
         Transaction have confirmed in writing that the proposed amendment will
         not result in a reduction, qualification or withdrawal of the credit
         ratings then assigned by them to the Relevant Notes in relation to the
         Transaction.

                                                                              22
<PAGE>

(23)     HEDGE ARRANGEMENT: Party B and the Manager agree that each Transaction
         of a relevant Sub-Fund is a "Hedge Arrangement" and (where applicable)
         a "Support Facility" for the purposes of the Trust Deed and the
         Security Trust Deed with respect to the Sub-Fund.

(24)     NO AMENDMENT: Each of Party B and the Manager agrees that it will not
         consent to any amendment to any provision in any Transaction Document
         in relation to a Sub-Fund with respect to which there is a Transaction
         dealing with the ranking, priority or entitlement of Party A in respect
         of any security or moneys relating to that Sub-Fund without the prior
         written consent of Party A.

(25)     SET OFF: A new Section 6(f) is inserted as follows:

         "(f)   (i)     Upon the designation of any Early Termination Date in
                        respect of all Transactions, and subject to paragraph
                        (ii) below, the party that is not the Defaulting Party
                        or Affected Party ("X") may, subject to sub-paragraph
                        (ii) below, without prior notice to the Defaulting or
                        Affected Party ("Y"), set off any sum or obligation
                        arising under this Agreement or any other ISDA Master
                        Agreement between Party A (or any Affiliate of Party A)
                        and Party B ("OTHER ISDA") (whether matured or
                        unmatured, whether or not contingent and irrespective of
                        the currency, place of payment or booking office of the
                        sum or obligation) owed by Y to X or any Affiliate of X
                        (the "X SET OFF AMOUNT") against any sum or obligation
                        arising under this Agreement or any Other ISDA (whether
                        matured or unmatured, whether or not contingent and
                        irrespective of the currency, place of payment or
                        booking office of the sum or obligation) owed by X or
                        any Affiliate of X to Y (the "Y SET OFF AMOUNT"). X will
                        give notice to the other party of any set off effected
                        under this Section 6(f).

                        For this purpose, either the X Set Off Amount or the Y
                        Set Off Amount (or the relevant portion of such set off
                        amounts) may be converted by X into the currency in
                        which the other set off amount is denominated at the
                        rate of exchange at which X would be able, acting in a
                        reasonable manner and in good faith, to purchase the
                        relevant amount of such currency.

                        If a sum or obligation is unascertained, X may in good
                        faith estimate that obligation and set-off in respect of
                        the estimate, subject to the relevant party accounting
                        to the other when the obligation is ascertained.

                (ii)    Set-off rights may only be exercised under sub-paragraph
                        (i):

                        A.     in respect of sums or obligations between the
                               parties which relate to the same Sub-Fund; and

                        B.     to the extent that this will not cause Party A to
                               satisfy any sum or obligation owing to it which,
                               but for the operation of this clause, would not
                               (or would not until a later date) be satisfied in
                               accordance with the order of priority of payments
                               to be made under the Sub-Fund Notice or any
                               special terms and conditions of the Relevant
                               Notes in relation to the Sub-Fund or, if an Event
                               of Default has occurred and is subsisting, under
                               the Security Trust Deed in relation to the
                               Sub-Fund in accordance with the order of priority
                               of payments to be made under that Security Trust
                               Deed.

                                                                              23
<PAGE>

                (iii)   Nothing in this Section 6(f) shall be effective to
                        create a charge or other security interest. This Section
                        6(f) shall be without prejudice and in addition to any
                        right of set-off, combination of accounts, lien or other
                        rights to which any party is at any time otherwise
                        entitled (whether by operation of law, contract or
                        otherwise)."

(26)     EXISTING TRANSACTIONS:

         (a)    This Agreement replaces the ISDA Master Agreement dated 28
                February 1995 between Deutsche Bank AG, Sydney Branch and
                Perpetual Trustees Australia Limited (the "ORIGINAL MASTER
                AGREEMENT").

         (b)    On and from the date of this Agreement, each Transaction under
                the Original Master Agreement entered into before the date of
                this Agreement (each an "EXISTING TRANSACTION") will cease to be
                governed by the Original Master Agreement and will instead be
                deemed to be governed at all times by this Agreement (and in
                this respect each reference to the Original Master Agreement in
                a Confirmation for an Existing Transaction will be deemed to be
                a reference to this Agreement) except that each Existing
                Transaction which is expressed to be subject to the 1991 ISDA
                Definitions (as published by the International Swap Dealers
                Association, Inc.) (the "1991 ISDA DEFINITIONS") will remain
                subject to them rather than the 2000 ISDA Definitions (and Parts
                5 (10)(e), (f) and (g) of this Agreement will be interpreted as
                if reference to the 2000 ISDA Definitions were reference to the
                1991 ISDA Definitions).

         (c)    In addition, on and from the date of this Agreement, each
                Existing Transaction entered into with Deutsche Bank AG, Sydney
                Branch will be taken to be entered into with Deutsche Bank AG,
                Frankfurt Head Office ("DBAG FRANKFURT").

         (d)    DBAG Frankfurt represents to Party B and the Manager that each
                of the representations in Section 3 is correct as at the date of
                this Agreement with respect to DBAG Frankfurt on the basis that
                the Existing Transactions are taken to be have been entered into
                with DBAG Frankfurt under the terms of this Agreement.

         (e)    Subject to the above, the rights and obligations of the parties
                under each Existing Transaction remain unaffected.

(27)     MASTER NOVATION ANNEX. From time to time Party A, the Manager and Party
         B may agree to novate one or more Transactions from a Sub-Fund to
         another Sub-Fund. Each such novation will be governed by the Master
         Novation Annex annexed to this Agreement. The parties acknowledge that
         Section 15 applies to each such novation.

(28)     ACCELERATED PAYMENTS CLAUSE. Where Party B is the Fixed Rate Payer
         under a Transaction, Party B (acting at the direction of the Manager)
         may reduce the Fixed Rate applicable to that Transaction in accordance
         with the following procedure.

         (a)    At any time Party B may serve a notice on Party A in writing
                requesting a reduction in the Fixed Rate and specifying:

                (i)     the Transaction in respect of which the reduction is
                        sought;

                (ii)    the amount which Party B proposes to pay to Party A in
                        consideration of the reduction (the "ACCELERATED
                        AMOUNT");

                (iii)   the Payment Date from which the reduced Fixed Rate shall
                        be effective (the "RELEVANT PAYMENT Date"); and

                                                                              24
<PAGE>

                (iv)    a day, being a Business Day no earlier than 1 clear
                        Business Day after the day on which service of the
                        notice is effective, on which payment of the Accelerated
                        Amount will be made and the reduction will become
                        binding (the "VARIATION DATE").

         (b)    Upon such a notice being served, the parties must negotiate in
                good faith to agree not later than the Business Day immediately
                preceding the nominated Variation Date, a reduced Fixed Rate
                which would apply from the Relevant Payment Date in
                consideration of payment of the Accelerated Amount.

         (c)    If agreement is reached in accordance with Part 5 (28)(b), then:

                (i)     on the Variation Date, Party B shall pay Party A the
                        Accelerated Amount; and

                (ii)    with effect from the Variation Date the Transaction
                        (including the Confirmation in respect thereof) shall be
                        varied so that, with effect from the Relevant Payment
                        Date (and in respect of each Payment Date thereafter),
                        the Fixed Rate shall be the rate agreed pursuant to Part
                        5 (28)(b).

         (d)    If agreement is not reached in accordance with Part 5 (28)(b),
                then, at the option of Party B:

                (i)     Party B will not pay Party A the Accelerated Amount and
                        the Fixed Rate will not be altered; or

                (ii)    Party B may, notwithstanding the failure to reach an
                        agreement pursuant to Part 5 (28)(b), pay the
                        Accelerated Amount to Party A on the Variation Date and
                        the reduced Fixed Rate to apply from the Relevant
                        Payment Date shall be determined by Party B (or by the
                        Manager on its behalf) in accordance with Part 5 (28)(e)
                        below.

         (e)    If Part 5 (28)(d)(ii) applies, the reduced Fixed Rate shall be
                the then applicable Fixed Rate for the Transaction reduced by
                such amount as, when applied from the Relevant Payment Date
                through to the Maturity Date for the Transaction, results in
                reductions of each of the remaining Fixed Amounts payable by
                Party B under the Transaction, which reductions have an
                aggregate discounted present value as at the Variation Date
                equal to the amount of the Accelerated Payment. The rate to be
                applied in determining each of the discounted present values
                required for that calculation shall be, for each relevant
                maturity, the average of the rates quoted to Party B (or the
                Manager on its behalf) by 3 leading dealers in the Australian
                interest rate swap market as the fixed rate each such dealer
                would be prepared to pay in an equivalent swap for that maturity
                minus 20 basis points or, in the event that it is not possible
                to obtain such quotes, the rate to be applied shall be the rate
                reasonably determined by the parties having regard to comparable
                indices then available.

         (f)    Neither the Floating Rate nor the Notional Amount is to vary as
                a result of the operation of this clause.

         (g)    Party B shall not be entitled to require any reduction of the
                Fixed Rate by application of this Part 5 (28) that would result
                in the Fixed Rate being negative.

         (h)    Upon a Transaction being varied in accordance with this Part 5
                (28), that Transaction so varied shall be reconfirmed by the
                parties in accordance with Part 5(13)(a) of this Schedule as
                though it were a new Transaction.

                                                                              25
<PAGE>

                              MASTER NOVATION ANNEX

This Master Novation Annex is annexed to and forms part of the ISDA Master
Agreement dated [ ] 2003 between Deutsche Bank AG as Party A, Perpetual Trustees
Australia Limited as Party B (in its capacity as trustee of various Sub-Funds)
and Macquarie Securitisation Limited as the Manager (the "AGREEMENT").

1.       DEFINITIONS

         In this Annex:

         "NOVATION CONFIRMATION" means a confirmation in the form of novation
         confirmation set out in the Schedule to this Annex or in such other
         form as agreed between Party A, the Manager and Party B (itself or the
         Manager on its behalf).

         "NOVATION DATE" means, in relation to a Transaction, the date agreed by
         Party A, the Manager and Party B (itself or the Manager on its behalf)
         as the date the novation of that Transaction becomes effective.

         "RELEVANT SELLING SUB-FUND" means, in relation to a Transaction, Party
         B in its capacity as trustee of the Sub-Fund from which that
         Transaction is to be novated.

         "RELEVANT PURCHASING SUB-FUND" means in relation to a Transaction,
         Party B in its capacity as trustee of the Sub-Fund to which that
         Transaction is to be novated.

         Terms defined in the Agreement (including by way of incorporation by
         reference) have the same meaning in this Annex unless otherwise defined
         in this Annex.

2.       CONSIDERATION

         Each novation of a Transaction under this Annex constitutes, without
         the need for anything further, a binding agreement on the part of each
         of the Relevant Selling Sub-Fund, the Relevant Purchasing Sub-Fund, the
         Manager and Party A that the consideration constituted by the releases
         and obligations given and undertaken respectively pursuant to this
         Annex, together with such other consideration as may be provided under
         the Transaction Documents in relation to those Sub-Funds or elsewhere,
         in respect of the novation of that Transaction and any other dealing or
         transaction that occurs in conjunction with that novation, comprises
         adequate commercial consideration for their respective releases and
         obligations under this Annex in relation to the novation of that
         Transaction. The Manager represents on each Novation Date for a
         Transaction that valuable consideration is being paid by the Relevant
         Selling Sub-Fund to the Relevant Purchasing Sub-Fund (or vice versa)
         for, amongst other things, the novation.

3.       NOVATION FROM SELLING SUB-FUND TO PURCHASING SUB-FUND

3.1      RELEASE OF SELLING SUB-FUND

         On and from the Novation Date for a Transaction, the Relevant Selling
         Sub-Fund and Party A will have no further rights against, or
         obligations to, each other in connection with that Transaction.

3.2      ASSUMPTION BY PURCHASING SUB-FUND

         On the Novation Date for a Transaction, the Relevant Purchasing
         Sub-Fund is deemed to undertake to Party A that it will duly observe
         and perform and totally assume all the obligations of the Relevant
         Selling Sub-Fund under that Transaction as if the Relevant Purchasing
         Sub-Fund had been named as a party to that Transaction instead of the
         Relevant Selling Sub-Fund.

                                                                              26
<PAGE>

3.3      ACKNOWLEDGEMENT BY PARTY A

         On the Novation Date for a Transaction, Party A is deemed to undertake
         and acknowledge to the Relevant Purchasing Sub-Fund that the Relevant
         Purchasing Sub-Fund is on and from the Novation Date entitled to all
         the rights and entitlements of the Relevant Selling Sub-Fund under that
         Transaction.

3.4      REFERENCES TO PARTY B

         On and from the Novation Date for a Transaction, every reference in the
         Confirmation for that Transaction to "Party B" or the Relevant Selling
         Sub-Fund is deemed to be a reference to the Trustee in its capacity as
         trustee of the Relevant Purchasing Sub-Fund.

4.       REPRESENTATIONS AND WARRANTIES

         On the Novation Date for a Transaction, the Manager and Party A are
         deemed to represent and warrant to the Relevant Purchasing Sub-Fund as
         at that date, that:

         (a)    (DUE PERFORMANCE): each of the Relevant Selling Sub-Fund, in the
                case of the Manager, and Party A, in the case of Party A, has
                duly and punctually performed and observed all the terms and
                conditions of that Transaction on its part to be performed and
                observed;

         (b)    (NO DEFAULT): to the best of its knowledge and belief there is
                no default or any event which is, or with the lapse of time or
                expiry of notice or at the election of any person could become,
                an Event of Default or a Termination Event in relation to that
                Transaction;

         (c)    (NO AMENDMENT): other than as disclosed in writing prior to that
                Novation Date, the terms of that Transaction are fully disclosed
                in its Confirmation and have not been supplemented, amended or
                varied; and

         (d)    (NO CROSS-CLAIMS): neither the Relevant Selling Sub-Fund, in the
                case of the Manager, nor Party A, in the case of Party A, has
                made any claim, cross-claim, cross-demand or exercised any right
                of set-off against the other in respect of that Transaction
                other than in accordance with the terms of that Transaction.

5.       AGREEMENT AND CONFIRMATION

5.1      AGREEMENT TO NOVATE

         An agreement to novate a Transaction under this Annex becomes binding
         when Party A, the Manager and Party B (itself or the Manager on its
         behalf) agree (whether orally or otherwise) the Novation Date for that
         Transaction and the Sub-Fund to which it will be novated.

5.2      NOVATION CONFIRMATIONS

         As soon as practicable after an agreement to novate has been entered
         into in accordance with Section 5.1 of this Annex, Party B (itself or
         the Manager on its behalf) and the Manager must issue to Party A a
         Novation Confirmation. Upon receipt of a Novation Confirmation, Party A
         must promptly either:

         (a)    confirm the accuracy of the Novation Confirmation by
                counter-signing and returning that Novation Confirmation to the
                Manager; or

         (b)    request the correction of that Novation Confirmation.

                                       27
<PAGE>

                      SCHEDULE TO THE MASTER NOVATION ANNEX


                              NOVATION CONFIRMATION


[Date]


TO:      DEUTSCHE BANK AG, [        ] BRANCH ("PARTY A")

FROM:    PERPETUAL TRUSTEES AUSTRALIA LIMITED, ABN 86 000 431 827 ("PARTY B")

AND      MACQUARIE SECURITISATION LIMITED, ABN 16 003 297 336



NOVATION CONFIRMATION

The parties refer to the ISDA Master Agreement dated [ ] 2003 made between Party
A, the Manager and Party B (the "AGREEMENT"). Unless the context indicates a
contrary intention, terms defined in the Agreement have the same meaning where
used in this Novation Confirmation.

For the purposes of this Novation Confirmation:

(a)      a reference to the Relevant Selling Sub-Fund is a reference to [Name of
         Sub-Fund];

(b)      a reference to the Relevant Purchasing Sub-Fund is a reference to [Name
         of Sub-Fund]; and

(c)      a reference to the Novation Date is a reference to [Insert Date].

The parties hereby confirm and agree that as of the Novation Date each of the
Transactions (the "NOVATED TRANSACTIONS") referred to in the Schedule to this
Novation Confirmation is novated from the Relevant Selling Sub-Fund to the
Relevant Purchasing Sub-Fund in accordance with the terms of the Master Novation
Annex.

                                    SCHEDULE

                              NOVATED TRANSACTIONS

<TABLE>
<CAPTION>
[SERIAL NO.   TRADE DATE   FACILITY NO.   NOTIONAL AMOUNT   FIXED SWAP RATE   CURRENT FLOATING RATE]
<S>           <C>          <C>            <C>               <C>               <C>


</TABLE>

[Aggregate Notional Amount:

Aggregate Fixed Swap Rate (being a weighted average calculated by reference to
the Notional Amount of each Novated Transaction):                            ]



This Novation Confirmation supplements and forms part of the Master Agreement.

                                                                              28
<PAGE>

Confirmed as of the date first above written.





FOR AND ON BEHALF OF THE MANAGER AS ATTORNEY FOR PARTY B:



.....................................   ....................................

(Authorised Officer)                   (Authorised Officer)



FOR AND ON BEHALF OF THE MANAGER:



.....................................   ....................................

(Authorised Officer)                   (Authorised Officer)



FOR AND ON BEHALF OF PARTY A:



.....................................   ....................................

(Authorised Officer)                   (Authorised Officer)

                                                                              29
<PAGE>

                                         DEUTSCHE BANK AG, FRANKFURT HEAD OFFICE
                                                                 TAUNUSANLAGE 12
                                                        60262 FRANKFURT, GERMANY

[  January] 2003

TO:  Perpetual Trustees Australia Limited   Macquarie Securitisation Limited
     (as trustee of the PUMA Global         Level 23
     Trust No. 3)                           20 Bond Street
     Level 7                                Sydney  NSW  2000
     9 Castlereagh Street                   AUSTRALIA
     Sydney  NSW  2000
     AUSTRALIA

     ATTENTION: Manager, Securitisation     ATTENTION: The Manager: PUMA
                Services                               Programme

CONFIRMATION - PUMA GLOBAL TRUST NO. 3 - US$ CLASS A NOTES

The purpose of this letter is to confirm the terms and conditions of the
Transaction entered into between us on the terms specified below (the
"TRANSACTION"). This letter constitutes a "CONFIRMATION" as referred to in the
Master Agreement specified below.

This Confirmation is entered into by Perpetual Trustees Australia Limited, ABN
86 000 431 827 as trustee of the PUMA Global Trust No. 3 (the "PUMA TRUST").

This Confirmation supplements, forms part of, and is subject to, the 1992 ISDA
Master Agreement dated as of [ ] 2003, as amended, novated or supplemented from
time to time (the "AGREEMENT"), between Deutsche Bank AG, ABN 13 064 164 162
("PARTY A"), Perpetual Trustees Australia Limited as trustee of, inter alia, the
PUMA Trust ("PARTY B") and Macquarie Securitisation Limited, ABN 16 003 297 336
(the "MANAGER"). All provisions contained in the Agreement govern this
Confirmation except as expressly modified below.

This Confirmation incorporates the attached Definitions Schedule which forms
part of, and is subject to, this Confirmation.

This Confirmation is a Currency Swap for the purposes of the Agreement.

The terms of the particular Transaction to which this Confirmation relates are
specified below:

<TABLE>
<CAPTION>
<S>    <C>                                               <C>
1.     OUR REFERENCE:                                    [S104911NZ]

2.     TRADE DATE:                                       [   January] 2003

3.     EFFECTIVE DATE:                                   Closing Date (being [  January] 2003)

4.     TERMINATION DATE:                                 The earlier of:

                                                         (a)      the date that the Relevant Notes have been
                                                                  redeemed in full in accordance with the Note
                                                                  Conditions; and

                                                         (b)      the Final Maturity Date (being the Quarterly

                                                                                                                     1
<PAGE>

                                                                  Payment Date falling in August 2034).

5.     FLOATING AMOUNTS

5.1    FLOATING AMOUNTS PAYABLE BY PARTY A:

(A)    Floating Rate Payer:                              Party A

       Calculation Amount:                               For each Floating Rate Payer Payment Date, the aggregate
                                                         Principal Balance of the Relevant Notes as at the end of
                                                         the first day of the Calculation Period ending on but
                                                         excluding that Floating Rate Payer Payment Date (after
                                                         taking into account any reductions in the Principal Balance
                                                         of the Relevant Notes on that day)

       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the period commencing on
                                                         and including 8 May 2003 and ending on and including the
                                                         Termination Date, subject to adjustment in accordance with
                                                         the Following Business Day Convention

       Floating Rate Option:                             USD-LIBOR-BBA

       Designated Maturity:                              Three months provided that in relation to the first
                                                         Calculation Period Linear Interpolation will apply

       Spread:                                           In respect of:

                                                         (a)       Floating Rate Payer Payment Dates on or prior to
                                                                   8 February 2010 (or if that day is not a Business
                                                                   Day, the next following Business Day), [   ]%; and

                                                         (b)       Floating Rate Payer Payment Dates after 8 February
                                                                   2010 (or if that day is not a Business Day, the next
                                                                   following Business Day), [ ]%.

       Floating Rate Day Count Fraction:                 Actual/360

       Reset Dates:                                      The first day of each Calculation Period

       Compounding:                                      Inapplicable

(B)    Floating Rate Payer:                              Party A

       Calculation Amount:                               The Outstanding Class A Interest Amount in relation to that
                                                         Floating Rate Payer Payment Date

       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the period commencing on
                                                         and including 8 May 2003 and ending on and including the
                                                         Termination Date, subject to adjustment in accordance with
                                                         the Following Business Day Convention

       Floating Rate Option:                             USD-LIBOR-BBA

                                                                                                                     2
<PAGE>

       Designated Maturity:                              Three months

       Spread:                                           In respect of:

                                                         (a)       Floating Rate Payer Payment Dates on or prior to
                                                                   8 February 2010 (or if that day is not a Business
                                                                   Day, the next following Business Day), [   ]%; and

                                                         (b)       Floating Rate Payer Payment Dates after 8 February
                                                                   2010 (or if that day is not a Business Day, the next
                                                                   following Business Day), [ ]%.

       Floating Rate Day Count Fraction:                 Actual/360

       Reset Dates:                                      The first day of each Calculation Period

       Compounding:                                      Inapplicable

(C)    Outstanding Class A Interest Amount:              On each Floating Rate Payer Payment Date, Party A must pay
                                                         to Party B the Outstanding Class A Interest Amount in
                                                         relation to that Floating Rate Payer Payment Date

5.2    FLOATING AMOUNTS PAYABLE BY PARTY B:

(A)    Floating Rate Payer:                              Party B

       Calculation Amount:                               For each Floating Rate Payer Payment Date, the A$
                                                         Equivalent of the aggregate Principal Balances of the
                                                         Relevant Notes as at the end of the first day of the
                                                         Calculation Period ending on but excluding that Floating
                                                         Rate Payer Payment Date (after taking into account any
                                                         reductions in the Principal Balance of the Relevant Notes
                                                         on that day)

       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the period commencing on
                                                         and including 8 May 2003 and ending on and including the
                                                         Termination Date, subject to adjustment in accordance with
                                                         the Following Business Day Convention

       Floating Rate Option:                             AUD-BBR-BBSW

       Designated Maturity:                              Three months provided that in relation to the first
                                                         Calculation Period Linear Interpolation will apply

       Spread:                                           In respect of:

                                                         (a)       Floating Rate Payer Payment Dates on or prior to
                                                                   8 February 2010 (or if that day is not a Business
                                                                   Day, the next following Business Day), [   ]%; and

                                                         (b)       Floating Rate Payer Payment Dates after 8 February
                                                                   2010 (or if that day is not a

                                                                                                                     3
<PAGE>

                                                                   Business Day, the next following Business Day), [ ]%.

       Floating Rate Day Count Fraction:                 Actual/365 (Fixed)

       Reset Dates:                                      The first day of each Calculation Period

       Compounding:                                      Inapplicable

(B)    Floating Rate Payer:                              Party B

       Calculation Amount:                               The Outstanding A$ Class A Interest Amount in relation to
                                                         that Floating Rate Payer Payment Date

       Floating Rate Payer Payment Dates:                Each Quarterly Payment Date during the period commencing on
                                                         and including 8 May 2003 and ending on and including the
                                                         Termination Date, subject to adjustment in accordance with
                                                         the Following Business Day Convention

       Floating Rate Option:                             AUD-BBR-BBSW

       Designated Maturity:                              Three months

       Spread:                                           In respect of:

                                                         (a)       Floating Rate Payer Payment Dates on or prior to
                                                                   8 February 2010 (or if that day is not a Business
                                                                   Day, the next following Business Day), [   ]%; and

                                                         (b)       Floating Rate Payer Payment Dates after 8 February
                                                                   2010 (or if that day is not a Business Day, the next
                                                                   following Business Day), [ ]%.

       Floating Rate Day Count Fraction:                 Actual/365 (Fixed)

       Reset Dates:                                      The first day of each Calculation Period

       Compounding:                                      Inapplicable

(C)    Outstanding A$ Class A Interest Amount:           On each Floating Rate Payer Payment Date, Party B will pay
                                                         to Party A the Outstanding A$ Class A Interest Amount in
                                                         relation to that Floating Rate Payer Payment Date

5.3    PROPORTIONATE ADJUSTMENT OF FLOATING              If the A$ Class A Interest Payment in relation to a
       AMOUNTS                                           Quarterly Payment Date will be less than the aggregate of
                                                         the Floating Amounts payable by Party B to Party A on that
                                                         Quarterly Payment Date (as notified by the Manager to Party A
                                                         pursuant to paragraph 9 and including any Unpaid A$ Class A
                                                         Interest Amount), Party A may, in its discretion, elect, by
                                                         notice in writing to Party B and the Manager (such notice to
                                                         be received by both such parties prior to that Quarterly
                                                         Payment Date), to pay to Party B on that Quarterly Payment
                                                         Date (in return for payment by

                                                                                                                     4
<PAGE>

                                                         Party B of the A$ Class A Interest Payment and in lieu of the
                                                         Floating Amounts that would otherwise be payable by Party A
                                                         to Party B on that Quarterly Payment Date) a proportion of
                                                         the Floating Amounts that would otherwise be payable by Party
                                                         A to Party B on that Quarterly Payment Date (including any
                                                         Unpaid Class A Interest Amounts) being the same proportion as
                                                         the A$ Class A Interest Payment bears to the Floating Amounts
                                                         payable by Party B to Party A on that Quarterly Payment Date.

                                                         Notwithstanding any election by Party A pursuant to this
                                                         paragraph 5.3, a failure by Party B to pay to Party A the
                                                         full amount of the Floating Amounts payable by Party B on a
                                                         Quarterly Payment Date constitutes a failure to pay for the
                                                         purposes of Section 5(a)(i) of the Agreement.

6.     EXCHANGES

6.1    INITIAL EXCHANGE:

       Initial Exchange Date:                            Effective Date

       Party A Initial Exchange Amount:                  The A$ Equivalent of the Party B Initial Exchange Amount,
                                                         being [A$   ].

       Party B Initial Exchange Amount:                  The aggregate Original Principal Balances of the Relevant
                                                         Notes on the Closing Date, being US$1,000,000,000.
                                                         Notwithstanding Section 2(a)(ii) of the Agreement, Party A
                                                         must pay the Party A Initial Exchange Amount to Party B by
                                                         4.00pm (Sydney time) on the Initial Exchange Date and Party
                                                         B must pay Party A the Party B Initial Exchange Amount by
                                                         4.00pm (New York time) on the Initial Exchange Date.
                                                         Section 2(a)(v) of the Agreement will not apply to the
                                                         payments of the Initial Exchange Amounts.

6.2    INSTALMENT EXCHANGE:

       Instalment Exchange Date:                         Each Quarterly Payment Date (other than the Final Exchange
                                                         Date)

       Party A Instalment Exchange Amount:               In respect of an Instalment Exchange Date means the US$
                                                         Equivalent of the A$ Class A Principal Amount in relation to
                                                         the Quarterly Payment Date occurring on that Instalment
                                                         Exchange Date

       Party B Instalment Exchange Amount:               In respect of an Instalment Exchange Date means the
                                                         A$ Class A Principal Amount in relation to the Quarterly
                                                         Payment Date occurring on that Instalment Exchange Date

6.3    FINAL EXCHANGE:

                                                                                                                     5
<PAGE>

       Final Exchange Date:                              Termination Date

       Party A Final Exchange Amount:                    The US$ Equivalent of the A$ Class A Principal Amount in
                                                         relation to the Quarterly Payment Date which is the Final
                                                         Exchange Date

       Party B Final Exchange Amount:                    The A$ Class A Principal Amount in relation to the
                                                         Quarterly Payment Date which is the Final Exchange Date

7.     EXCHANGE RATES:

       For the purpose of the definitions of
       "A$ EQUIVALENT" and "US$
       EQUIVALENT":

       US$ Exchange Rate:                                [   ]

       A$ Exchange Rate:                                 [   ]

8.     ACCOUNT DETAILS:

8.1    PAYMENTS TO PARTY A

       Account for payments in US$:                     The account notified in writing by Party A to Party B from
                                                        time to time

       Account for payments in A$:                      The account in Australia notified in writing by Party A to
                                                        Party B from time to time

8.2    PAYMENTS TO PARTY B

       Account for payments in US$:                     The account outside of Australia notified in writing by the
                                                        Relevant Principal Paying Agent to Party A for that purpose

       Account for payments in A$:                      The account notified in writing by Party B to Party A  for
                                                        that purpose

9.     NOTIFICATIONS TO PARTY A                         On or before the Determination Time in respect of each
                                                        Quarterly Payment Date the Manager must notify Party A in
                                                        writing of:

                                                        (a)     the A$ Class A Principal Amount in relation to that
                                                                Quarterly Payment Date;

                                                        (b)     the A$ Class A Interest Amount in relation to that
                                                                Quarterly Payment Date;

                                                        (c)     the Unpaid A$ Class A Interest Amount (if any) in
                                                                relation to that Quarterly Payment Date;

                                                        (d)     the A$ Class A Interest Payment in relation to that
                                                                Quarterly Payment Date.

10.    OFFICES:                                         The Office of Party A for each Transaction is Frankfurt.

                                                                                                                     6
<PAGE>

                                                        The Office of Party B for each Transaction is Sydney.

11.    PAYMENTS                                         Section 2(a)(ii) of the Agreement is amended as it applies
                                                        to the Transaction  by deleting the first sentence and
                                                        replacing it with the following sentence:

                                                        "Unless specified otherwise in this Agreement, payments under
                                                        this Agreement by:

                                                        (i)    Party A, will be made by 10.00am (New York time);
                                                               and

                                                        (ii)   Party B, will be made by 4.00pm (Sydney time),

                                                         on the due date for value on that date in the place of the
                                                         account specified in the relevant Confirmation or otherwise
                                                         pursuant to this Agreement, in freely transferable funds,
                                                         free of any set-off, counterclaim, deduction or withholding
                                                         (except as expressly provided in this Agreement) and in the
                                                         manner customary for payment in the required currency."
</TABLE>

Please confirm that the above correctly sets out the terms of our agreement in
respect of each Transaction to which this Confirmation relates by signing and
returning this Confirmation to us by facsimile today.

Executed documents will follow by mail.

Yours sincerely

CONFIRMED AS AT THE DATE FIRST WRITTEN ABOVE:

SIGNED for and on behalf of
DEUTSCHE BANK AG, FRANKFURT HEAD OFFICE


By:

              (Authorised Officer )

Name:

Title:

                                                                               7
<PAGE>
CONFIRMED AS AT THE DATE FIRST               CONFIRMED AS AT THE DATE FIRST
WRITTEN ABOVE:                               WRITTEN ABOVE:

SIGNED for and on behalf of                  SIGNED for and on behalf of
PERPETUAL TRUSTEES AUSTRALIA                 MACQUARIE SECURITISATION LIMITED,
LIMITED, ABN 86 000 431                      ABN 16 003 297 336 827
as trustee of the PUMA Global Trust No. 3


By:                                          By:
   --------------------------------             --------------------------------
          (Authorised Officer)                         (Authorised Officer)



Name:                                        Name:


Title:                                       Title:

                                                                               8
<PAGE>

                              DEFINITIONS SCHEDULE

In this Confirmation and in the Agreement to the extent that it relates to the
PUMA Global Trust No. 3, unless the context otherwise requires:

"A$ CLASS A INTEREST PAYMENT" in relation to a Quarterly Payment Date means the
amount paid or available to be paid (as the case may be) on that Quarterly
Payment Date under clause 5.1(d)(i) of the Sub-Fund Notice in respect of the A$
Class A Interest Amount and Unpaid A$ Class A Interest Amount on that Quarterly
Payment Date.

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

"A$ EQUIVALENT" has the same meaning as in the Sub-Fund Notice.

"AGENCY AGREEMENT" means the Agency Agreement dated on or about the date of this
Confirmation between Party B, the Manager, The Bank of New York, New York Branch
and The Bank of New York, London Branch.

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

"CLASS A INTEREST PAYMENT" means, on any Quarterly Payment Date, the Floating
Amounts payable by Party A under paragraph 5.1 of this Confirmation, as adjusted
(if appropriate) in accordance with paragraph 5.3 of this Confirmation.

"DETERMINATION TIME" in relation to a Quarterly Payment Date means on or about
11.00am Sydney time 5 Business Days prior to that Quarterly Payment Date.

"NOTE CONDITIONS" means the terms and conditions of the Relevant Notes annexed
to the Relevant Notes.

"NOTE TRUST DEED" means the Note Trust Deed dated on or about the date of this
Confirmation between Party B, the Manager and the Relevant Note Trustee.

"OUTSTANDING A$ CLASS A INTEREST AMOUNT" in relation to a Floating Rate Payer
Payment Date means the aggregate amount of the Floating Amounts referred to in
paragraph 5.2 with respect to the immediately preceding Floating Rate Payer
Payment Date which were not paid by Party B on that Floating Rate Payer Payment
Date as a result of the operation of paragraph 5.3.

"OUTSTANDING CLASS A INTEREST AMOUNT" in relation to a Floating Rate Payer
Payment Date means the aggregate amount of the Floating Amounts referred to in
paragraph 5.1 with respect to the immediately preceding Floating Rate Payer
Payment Date which were not paid by Party A on that Floating Rate Payer Payment
Date as a result of the operation of paragraph 5.3.

"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 Calculation Agent

                                                                               9
<PAGE>

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 Calculation Agent and approved by the Relevant Note Trustee.

"RELEVANT AGENT BANK" means The Bank of New York, New York Branch or, if The
Bank of New York is removed or retires as Agent Bank under the Agency Agreement,
any person appointed from time to time in its place in accordance with the
Agency Agreement.

"RELEVANT NOTEHOLDERS" means the Class A Noteholders as that term is defined in
the Note Trust Deed.

"RELEVANT NOTES" means the Class A Notes issued by Party B under the Note Trust
Deed.

"RELEVANT NOTE TRUSTEE" means The Bank of New York, New York Branch or, if The
Bank of New York is removed or retires as the trustee for the Relevant
Noteholders, any person appointed from time to time in its place in accordance
with the Note Trust Deed.

"RELEVANT PRINCIPAL PAYING AGENT" means The Bank of New York, New York Branch
or, if The Bank of New York is removed or retires as Principal Paying Agent
under the Agency Agreement, any person appointed from time to time in its place
in accordance with the Agency Agreement.

"SECURITY TRUST DEED" means the Security Trust Deed dated [ January 2003]
between Party B, the Manager, the Relevant Note Trustee and Perpetual Trustee
Company Limited, ABN 42 001 001 007.

"SUB-FUND NOTICE" means the Sub-Fund Notice dated [ January 2003] between Party
B and the Manager.

"UNPAID A$ CLASS A INTEREST AMOUNT" in relation to a Floating Rate Payer Payment
Date means the aggregate of the Floating Amounts referred to in paragraphs
5.2(B) and (C) with respect to that Floating Rate Payer Payment Date.

"UNPAID CLASS A INTEREST AMOUNT" in relation to a Floating Rate Payer Payment
Date means the aggregate of the Floating Amounts referred to in paragraphs
5.1(B) and (C) with respect to that Floating Rate Payer Payment Date.

"US$ EQUIVALENT" in relation to an amount which is calculated, determined or
expressed in A$, or which includes a component determined or expressed in A$,
means that A$ amount or A$ component (as the case may be) multiplied by the US$
Exchange Rate.

"USD-LIBOR-BBA" has the meaning ascribed to that term in the 2000 ISDA
Definitions except that:

(a)      reference to "London Banking Days" in section 7.1(w)(xvii) of the Annex
         to the 2000 ISDA Definitions is replaced with reference to "London/New
         York Business Days" as that expression is defined in the Note
         Conditions;

(b)      reference to "Telerate Page 3750" in section 7.1(w)(xvii) of the Annex
         to the 2000 ISDA Definitions is replaced with reference to "Rate Page"
         (as defined above); and

(c)      the interest rate so determined will be rounded to four decimal places,

and that if USD-LIBOR-BBA cannot be determined in accordance with the 2000 ISDA
Definitions as varied above (including endeavouring to determine a rate under
the definition of "USD-LIBOR-Reference banks" in section 7.1(w)(xx)), it will
remain as the most recently determined rate obtained from a Rate Page for a
preceding Calculation Period.

Terms defined in the Note Conditions (including by incorporation by reference)
have the same meaning in this Confirmation unless otherwise defined in this
Confirmation.

                                                                              10
<PAGE>

                FIXED - FLOATING INTEREST RATE SWAP CONFIRMATION

                                 PRO-FORMA ONLY


Date [                         ]

Perpetual Trustees Australia Limited as trustee of the PUMA Global Trust No. [ ]

C/- The Manager, Macquarie Securitisation Limited
Level 22
20 Bond Street
Sydney   NSW   2000

ATTENTION          :   SWAPS SETTLEMENTS - MANAGER, TREASURY OPERATIONS

FAX NO             :   8232-4966

OUR REFERENCE      :   GLOBAL NO.  /

RE:                    INTEREST RATE SWAP TRANSACTION


Ladies and Gentlemen:

The purpose of this letter is to confirm the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below.

The terms defined in the ISDA Master Agreement dated [] 2003 between Deutsche
Bank AG, ABN 13 064 164 162, Perpetual Trustees Australia Limited, ABN 86 000
431 827, as trustee of, inter alia, the PUMA Global Trust No. [ ] and Macquarie
Securitisation Limited, ABN 16 003 297 336, as amended, novated or supplemented
from time to time ("MASTER AGREEMENT") have the same meaning where used in this
letter, unless the context indicates a contrary intention.

This letter is a Confirmation of a Swap Transaction for the purposes of Part
5(13) of the Schedule to the Master Agreement.

This Confirmation is signed by Macquarie Securitisation Limited as attorney for
and on behalf of Perpetual Trustees Australia Limited as trustee of the PUMA
Global Trust No. [ ] pursuant to Part 5(20)of the Schedule to the Master
Agreement.

1.       The Swap Transaction is entered into by Perpetual Trustees Australia
         Limited in its capacity as trustee of the PUMA Global Trust No. [ ]
         (the "SUB-FUND" for the purposes of Part 5(13)(b) of the Schedule to
         the Master Agreement).

2.       This Confirmation supplements, forms part of, and is subject to the
         Master Agreement. All provisions contained in the Master Agreement
         govern this Confirmation except as expressly modified below.

<PAGE>

3.       The terms of the particular Swap Transaction to which this confirmation
         relates are as follows:

(a)      NOTIONAL AMOUNT       : ***********

         TRADE DATE            : ***********

         EFFECTIVE DATE        : ***********

         TERMINATION DATE      : ***********

         Subject to adjustment in accordance with the ******Business Day
         Convention.

(b)      FIXED AMOUNTS

         FIXED RATE PAYER      :   Perpetual Trustees Australia Limited or
                                   Deutsche Bank AG (delete as appropriate)

         FIXED AMOUNT          :   N/A

         FIXED RATE PAYER      :   The (date) day of each (Month/s) of each
         PAYMENT DATES             year, commencing *****, through to and
                                   including the Termination Date.

         Subject to adjustment in accordance with the ******Business Day
         Convention.

         FIXED RATE            :   ***************

         FIXED RATE DAY        :   ***************
         COUNT FRACTION

         BUSINESS DAYS         :   ***************


(c)      FLOATING AMOUNTS

         FLOATING RATE PAYER   :   Perpetual Trustees Australia Limited or
                                   Deutsche Bank AG (delete as appropriate)

         FLOATING RATE PAYER   :   The (date) day of each (Month/s) of each
         PAYMENT DATES             year, commencing *****, through to and
                                   including the Termination Date.

         Subject to adjustment in accordance with the ******Business Day
         Convention.

         FLOATING RATE OPTION  :   **************

         DESIGNATED MATURITY   :   **************

         SPREAD                :   **************

<PAGE>

         FLOATING RATE FOR INITIAL       :   ******
         CALCULATION PERIOD

         FLOATING RATE DAY               :   ******

         COUNT FRACTION

         RESET DATES                     :   The first day of the applicable
                                             Calculation Period

         BUSINESS DAYS                   :   ******

         CALCULATION AGENT               :   [                                 ]

(d)      ACCOUNT DETAILS

         Payments to Deutsche Bank AG    :   Austraclear [                ]

         Payments to Perpetual Trustees  :   Austraclear PTAL [                ]
         Australia Limited as trustee
         of the PUMA Global Trust
         No. [    ]

(e)      OFFICES

         The office of Deutsche Bank AG for the Transaction is: [Frankfurt Head
         Office].

         The office of Perpetual Trustees Australia Limited as trustee of the
         PUMA Global Trust No. [ ] for the Transaction is: Not applicable.

(f)      DOCUMENTATION AND OPERATIONS CONTACTS:

Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorised officer sign this Confirmation and return it
by facsimile to:

                 [                   ]

Documentation:   Telephone:  [                ]
                 Facsimile:  [                ]

Settlements:     Telephone:  [                ]
                 Facsimile:  [                ]

<PAGE>

If you wish to exchange hard forms of this confirmation please contact us.

Yours faithfully                          Confirmed as of the date first written

DEUTSCHE BANK AG         PERPETUAL TRUSTEES AUSTRALIA
                         LIMITED AS TRUSTEE OF THE PUMA
                         GLOBAL TRUST NO. [ ]

By:.................................   By:.................................

Name:                                  Name:

Title:                                 Title:

By:.................................   By:.................................

Name:                                  Name:

Title:                                 Title:

<PAGE>

                     30 DAY - 90 DAY BASIS SWAP CONFIRMATION

                                 PRO-FORMA ONLY

Date  [X]

Perpetual Trustees Australia Limited as trustee of the PUMA Global Trust No. [ ]
c/-The Manager, Macquarie Securitisation Limited
Level 22
20 Bond Street
Sydney   NSW   2000

ATTENTION        :   SWAPS SETTLEMENTS - MANAGER, TREASURY OPERATIONS

FAX NO           :   8232-4966

OUR REFERENCE    :   GLOBAL NO.  /

RE:              :   INTEREST RATE SWAP TRANSACTION

Ladies and Gentlemen:

The purpose of this letter is to confirm the terms and conditions of the Swap
Transaction entered into between us on the Trade Date specified below.

Terms defined in the ISDA Master Agreement dated [ ] 2003 between Deutsche Bank
AG, ABN 13 064 164 162, Perpetual Trustees Australia Limited, ABN 86 000 431
827, as trustee of, inter alia, the PUMA Global Trust No. [ ] and Macquarie
Securitisation Limited, ABN 16 003 297 336, as amended, novated or supplemented
from time to time ("MASTER AGREEMENT") have the same meaning where used in this
letter, unless the context indicates a contrary intention.

This letter is a confirmation of a Swap Transaction for the purposes of Part
5(13) of the Schedule to the Master Agreement.

This Confirmation is signed by Macquarie Securitisation Limited as attorney for
and on behalf of Perpetual Trustees Australia Limited as trustee of the PUMA
Global Trust No. [] pursuant to Part 5(20) of the Schedule to the Master
Agreement.

The Swap Transaction is entered into by Perpetual Trustees Australia Limited in
its capacity as trustee of the PUMA Global Trust No. [ ] (the "SUB-FUND" for the
purposes of Part 5(13)(b) of the Schedule to the Master Agreement).

1.       This Confirmation supplements, forms part of, and is subject to the
         Master Agreement. All provisions contained in the Master Agreement
         govern this Confirmation except as expressly modified below.

<PAGE>

2.       The terms of the particular Swap Transaction to which this confirmation
         relates are as follows:

(a)      NOTIONAL AMOUNT           : ***********

         TRADE DATE                : ***********

         EFFECTIVE DATE            : ***********

         TERMINATION DATE          : ***********

         Subject to adjustment in accordance with the ******Business Day
         Convention.

         CALCULATION AGENT         :  [ ]

(b)      FLOATING AMOUNT 1

         FLOATING RATE PAYER 1     :   Perpetual Trustees Australia Limited

         FLOATING RATE PAYER 1     :   The (date) day of each (Month/s) of each
         PAYMENT DATES                 year, commencing ****, through to and
                                       including the Termination Date.

         Subject to adjustment in accordance with the ****** Business Day
         Convention.

         FLOATING RATE OPTION 1        30 DAY BBSW

         COMPOUNDING               :   Applicable

         SPREAD                    :   *********

         FLOATING RATE 1 FOR       :   *********
         INITIAL CALCULATION
         PERIOD

         FLOATING RATE 2 DAY       :   *********

         COUNT FRACTION

         RESET DATES               :   The first day of the applicable
                                       Calculation Period

(c)      FLOATING AMOUNT 2

         FLOATING RATE PAYER 2     :   Deutsche Bank AG

         FLOATING RATE PAYER 2     :   The (date) day of each (Month/s) of each
         PAYMENT DATES                 year, commencing *****, through to and
                                       including the Termination Date.

         Subject to adjustment in accordance with the ******Business Day
         Convention.

         FLOATING RATE OPTION 2    :   90 DAY BBSW

         COMPOUNDING               :   Inapplicable

         SPREAD                    :   None

<PAGE>

         FLOATING RATE 2 FOR       :   ******
         INITIAL CALCULATION
         PERIOD

         FLOATING RATE 2 DAY       :   ******

         COUNT FRACTION

         RESET DATES               :   The first day of the applicable
                                       Calculation Period

(d)      ACCOUNT DETAILS

         Payments to Deutsche
         Bank AG                   :   Austraclear [X]

         Payments to Perpetual     :   Austraclear PTAL [X]
         Trustees Australia
         Limited  as trustee of
         the PUMA  Global Trust
         No. [   ]

(e)      OFFICES

         The office of Deutsche Bank AG for the Transaction is: [Frankfurt Head
         Office].

         The office of Perpetual Trustees Australia Limited as trustee of the
         PUMA Global Trust No. [ ] for the Transaction is; Not applicable.

(f)      DOCUMENTATION AND OPERATIONS CONTACTS:

Please confirm that the foregoing correctly sets forth the terms of our
agreement by having an authorised officer sign this Confirmation and return it
by facsimile to:

                         [              ]

Documentation:           Telephone:     [                     ]
                         Facsimile:     [                     ]

Settlements:             Telephone:     [                     ]
                         Facsimile:     [                     ]

<PAGE>

If you wish to exchange hard forms of this confirmation please contact us.

Yours faithfully                          Confirmed as of the date first written

DEUTSCHE BANK AG         PERPETUAL TRUSTEES AUSTRALIA
                         LIMITED AS TRUSTEE OF THE PUMA
                         GLOBAL TRUST NO. [ ]

By:.................................    By:.................................

Name:                                   Name:

Title:                                  Title:

By:.................................    By:.................................

Name:                                   Name:

Title:                                  Title: