<PAGE>


                                                   Note Trust Deed

                               Perpetual Trustees Victoria Limited

                   Interstar Securitisation Management Pty Limited

                             The Bank of New York, New York branch

                                       Interstar Millennium Trusts

                         Interstar Millennium Series 2003-1G Trust

                                                 The Chifley Tower
                                                  2 Chifley Square
                                                 Sydney  NSW  2000
                                                         Australia
                                               Tel  61 2 9230 4000
                                               Fax  61 2 9230 5333
                                                    www.aar.com.au

                         (C) Copyright Allens Arthur Robinson 2003


<PAGE>


Note Trust Deed                                         Allens Arthur Robinson

-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
CROSS REFERENCE TABLE(1)


-------------------------------------------------------------------------------
TRUST INDENTURE ACT SECTION                         CLAUSE
-------------------------------------------------------------------------------
<S>                                                 <C>
310      (a)(1)                                     23.6
         (a)(2)                                     23.1(d)
         (a)(3)                                     22.2(b)
         (a)(4)                                     22.2(b)
         (a)(5)                                     NA(2)
         (b)                                        23.6
         (c)                                        23.6, 23.1
                                                    NA
-------------------------------------------------------------------------------
311      (a)                                        13
         (b)                                        13
         (c)                                        NA
-------------------------------------------------------------------------------
312      (a)                                        35.1, 35.2(a)
         (b)                                        35.2(b)
         (c)                                        35.2(c)
-------------------------------------------------------------------------------
313      (a)                                        35.3
         (b)(1)                                     35.3
         (b)(2)                                     NA
         (c)                                        35.4
         (d)                                        35.3
-------------------------------------------------------------------------------
314      (a)(1)                                     35.5
         (a)(2)                                     35.5
         (a)(3)                                     35.5
         (a)(4)                                     11(j)
         (b)                                        11(k)
         (c)                                        36.1(a)
         (d)                                        36.1(b)
         (e)                                        36.1(c)
         (f)                                        36.1(a)
-------------------------------------------------------------------------------
315      (a)                                        13.2
         (b)                                        6.1(b)
         (c)                                        14.2
         (d)                                        34.8
         (e)                                        36.2
-------------------------------------------------------------------------------
316      (a)(1)                                     36.3
         (a)(2)                                     NA
         (b)                                        36.4
-------------------------------------------------------------------------------
317      (a)(1)                                     6.1
-------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
                                                                       Page (i)

<PAGE>

Note Trust Deed                                         Allens Arthur Robinson

-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
<S>      <C>                                        <C>
         (a)(2)                                     NA
         (b)                                        2.5
-------------------------------------------------------------------------------
318      (a)                                        36.5
----------------------------- -------------------------------------------------
</TABLE>

NOTES:

1.       This Cross Reference Table shall not, for any purpose, be deemed to be
         part of this deed.

2.       NA means not applicable.

--------------------------------------------------------------------------------
                                                                       Page (ii)

<PAGE>

Note Trust Deed                                          Allens Arthur Robinson

--------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                 <C>
1.   DEFINITIONS AND INTERPRETATION                                                                    1
     1.1      Definitions and Interpretation                                                           1
     1.2      Definitions in Master Trust Deed, Series Notice and Conditions                           2
     1.3      Interpretation                                                                           3
     1.4      Determination, statement and certificate sufficient evidence                             3
     1.5      Document or agreement                                                                    3
     1.6      Transaction Document                                                                     4
     1.7      Trustee as trustee                                                                       4
     1.8      Knowledge of Trustee                                                                     4
     1.9      Knowledge of the Note Trustee                                                            4
     1.10     Appointment of the Note Trustee                                                          4
     1.11     Commencement                                                                             4
     1.12     Opinion of Counsel                                                                       5

2.   PAYMENTS ON US$ NOTES                                                                             5
     2.1      Principal Amount                                                                         5
     2.2      Covenant to repay                                                                        5
     2.3      Deemed Payment                                                                           6
     2.4      Following Event of Default                                                               6
     2.5      Requirements of Paying Agents                                                            6
     2.6      Certification                                                                            7
     2.7      Determinations                                                                           7

3.   FORM OF, ISSUE OF AND DUTIES AND TAXES ON, US$ NOTES                                              7
     3.1      Issue of Global Notes                                                                    7
     3.2      Terms of Global Notes                                                                    7
     3.3      Issue of Definitive Notes                                                                9
     3.4      Notice of Exchange Events                                                                9
     3.5      Form of Definitive Notes                                                                 9
     3.6      Stamp and Other Taxes                                                                   10
     3.7      Indemnity for non-issue                                                                 10
     3.8      Note Register and Note Registrar                                                        10
     3.9      US Tax Treatment                                                                        11

4.   COVENANT OF COMPLIANCE                                                                           12

5.   CANCELLATION OF US$ NOTES                                                                        13
     5.1      Cancellation                                                                            13
     5.2      Records                                                                                 13

6.   ENFORCEMENT                                                                                      13
     6.1      Actions following Event of Default                                                      13
     6.2      Evidence of default                                                                     14
     6.3      Overdue interest                                                                        14
     6.4      Restrictions on enforcement                                                             14
     6.5      Action by Noteholders                                                                   15


---------------------------------------------------------------------------------------------------------
                                                                                                 Page (i)

<PAGE>


<CAPTION>
Note Trust Deed                                                                    Allens Arthur Robinson

---------------------------------------------------------------------------------------------------------

<S>                                                                                                 <C>
7.   PROCEEDINGS                                                                                      15
     7.1      Acting only on direction                                                                15
     7.2      Security Trustee acting                                                                 15
     7.3      Note Trustee alone entitled to act                                                      16
     7.4      Available amounts                                                                       16
     7.5      No liability                                                                            16

8.   NOTICE OF PAYMENT                                                                                16

9.   INVESTMENT BY NOTE TRUSTEE                                                                       17

10.  PARTIAL PAYMENTS                                                                                 17

11.  COVENANTS BY THE TRUSTEE AND TRUST MANAGER                                                       17

12.  REMUNERATION OF NOTE TRUSTEE                                                                     20
     12.1     Fee                                                                                     20
     12.2     Additional Remuneration                                                                 20
     12.3     Costs, expenses                                                                         20
     12.4     Overdue rate                                                                            21
     12.5     Continuing obligation                                                                   21

13.  LIMITED RESPONSIBILITIES OF NOTE TRUSTEE                                                         21
     13.1     Limited Responsibilities                                                                21
     13.2     Examination of Documents                                                                27

14.  NOTE TRUSTEE'S LIABILITY                                                                         27
     14.1     No exemption from liability                                                             27
     14.2     Occurrence of an Event of Default                                                       28

15.  DELEGATION BY NOTE TRUSTEE                                                                       28

16.  EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                                              28

17.  NOTE TRUSTEE CONTRACTING WITH TRUSTEE                                                            28

18.  WAIVER                                                                                           29

19.  AMENDMENT                                                                                        30
     19.1     Approval                                                                                30
     19.2     Extraordinary Resolution of Noteholders                                                 30
     19.3     Distribution of amendments                                                              30
     19.4     Amendments binding                                                                      30
     19.5     Conformity with TIA                                                                     30

20.  US$ NOTEHOLDERS                                                                                  31
     20.1     Absolute Owner                                                                          31
     20.2     Clearing System Certificate                                                             31

21.  CURRENCY INDEMNITY                                                                               32

22.  NEW NOTE TRUSTEES                                                                                32
     22.1     Appointment by Trustee                                                                  32
     22.2     Appointment by Note Trustee                                                             33
     22.3     Notice                                                                                  33
     22.4     Requirement for Note Trustee                                                            33

---------------------------------------------------------------------------------------------------------
                                                                                                 Page (ii)

<PAGE>


<CAPTION>

Note Trust Deed                                                                    Allens Arthur Robinson

---------------------------------------------------------------------------------------------------------

<S>                                                                                                 <C>
23.  NOTE TRUSTEE'S RETIREMENT AND REMOVAL                                                            33
     23.1     Removal by Trustee                                                                      33
     23.2     Removal by US$ Noteholders                                                              34
     23.3     Resignation                                                                             34
     23.4     Trust Corporation                                                                       34
     23.5     Successor to Note Trustee                                                               34
     23.6     Eligibility; Disqualification                                                           35

24.  NOTE TRUSTEE'S POWERS ADDITIONAL                                                                 35

25.  SEVERABILITY OF PROVISIONS                                                                       35

26.  NOTICES                                                                                          36
     26.1     General                                                                                 36
     26.2     Details                                                                                 36

27.  GOVERNING LAW AND JURISDICTION                                                                   37

28.  COUNTERPARTS                                                                                     38

29.  LIMITED RECOURSE                                                                                 38
     29.1     General                                                                                 38
     29.2     Liability of Trustee limited to its right of Indemnity                                  38
     29.3     Unrestricted remedies                                                                   38
     29.4     Restricted remedies                                                                     38

30.  SUCCESSOR TRUSTEE                                                                                38

31.  REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE                                                 39

32.  NO LIABILITY                                                                                     39

33.  INFORMATION MEMORANDUM                                                                           39

34.  NOTE TRUSTEE'S LIMITED LIABILITY                                                                 39
     34.1     Reliance on certificates                                                                39
     34.2     Note Trustee's reliance on Trust Manager or Security Trustee                            40
     34.3     Compliance with laws                                                                    40
     34.4     Reliance on experts                                                                     41
     34.5     Oversights of others                                                                    41
     34.6     Impossibility or impracticability                                                       41
     34.7     Legal and other proceedings                                                             41
     34.8     No liability except for negligence etc.                                                 42
     34.9     Further limitations on Note Trustee's liability                                         42
     34.10    Conflicts                                                                               43
     34.11    Information                                                                             43
     34.12    Investigation by Note Trustee                                                           44

35.  NOTEHOLDERS' LISTS AND REPORTS                                                                   44
     35.1     Provision of information                                                                44
     35.2     Preservation of Information; Communications to Noteholders                              44
     35.3     Reports by Note Trustee                                                                 45
     35.4     Notices to US$ Noteholders; Waiver                                                      45
     35.5     Reports by Trustee                                                                      45


---------------------------------------------------------------------------------------------------------
                                                                                               Page (iii)

<PAGE>


<CAPTION>

Note Trust Deed                                                                    Allens Arthur Robinson

---------------------------------------------------------------------------------------------------------

<S>                                                                                                 <C>
36.  TRUST INDENTURE ACT - MISCELLANEOUS                                                              46
     36.1     Compliance Certificates and Opinions, etc                                               46
     36.2     Undertaking for Costs                                                                   47
     36.3     Exclusion of section 316                                                                48
     36.4     Unconditional Rights of US$ Noteholders to Receive Principal and Interest               48
     36.5     Conflict with Trust Indenture Act                                                       48

SCHEDULE 1                                                                                            52
         Form of Global Note                                                                          52

SCHEDULE 2                                                                                            56
         Form of Definitive Note                                                                      56

SCHEDULE 3                                                                                            58
         Provisions for Meetings of US$ Noteholders                                                   58

SCHEDULE 4                                                                                            66
         Information to be contained in Noteholder's Report                                           66

SCHEDULE 5                                                                                            67
         Terms and Conditions of US$ Notes                                                            67


---------------------------------------------------------------------------------------------------------
                                                                                                Page (iv)
</TABLE>


<PAGE>

Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

             |
DATE         |                                       2003
             |
-------------|
PARTIES      |
             |
-------------|
1.           |  PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 47 004 027 258) of
             |  Level 4, 333 Collins Street, Melbourne, Victoria in its capacity
             |  as trustee of Interstar Millennium Series 2003-1G Trust (the
             |  TRUSTEE);
             |
             |
2.           |  INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ACN 100 346
             |  898) of Level 28, 367 Collins Street, Melbourne, Victoria in its
             |  capacity as Trust Manager (the TRUST MANAGER); and
             |
             |
3.           |  THE BANK OF NEW YORK, NEW YORK BRANCH of 101 Barclay Street,
             |  21W, New York, New York 10286 (the PRINCIPAL PAYING AGENT, the
             |  CALCULATION Agent and the NOTE REGISTRAR and, in its capacity as
             |  trustee for the US$ Noteholders, the NOTE TRUSTEE).
             |
             |
             |
RECITALS     |
             |
-------------|
             |
          A  |  The Trustee has resolved at the direction of the Trust Manager
             |  to issue US$[*] Class A2 Notes and US$[*] Class B1 Notes to be
             |  constituted and secured in the manner provided in this deed and
             |  the other Transaction Documents.
             |
             |
          B  |  The Note Trustee has agreed to act as trustee for the US$
             |  Noteholders under this deed.
             |
-------------------------------------------------------------------------------

IT IS AGREED as follows.

1.       DEFINITIONS AND INTERPRETATION

-------------------------------------------------------------------------------

1.1      DEFINITIONS AND INTERPRETATION

         The following definitions apply unless the context requires otherwise.

         CORPORATE TRUST OFFICE means the principal office of the Note Trustee
         at which at any particular time its corporate trust business is
         administered, which at the date of the execution of this deed is 101
         Barclay Street, 21W, New York, New York 10286 or at such other address
         as the Note Trustee may designate by notice to the Trust Manager, the
         US$ Noteholders and the Trustee or the principal corporate trust office
         of any successor Note Trustee.

         EVENT OF DEFAULT means, in respect of a US$ Note, any of the events
         described in Condition 9.

         EXTRAORDINARY RESOLUTION has the meaning set out in paragraph 1 of
         schedule 3.

         MASTER TRUST DEED means the Master Trust Deed dated 2 December 1999
         between Perpetual Trustees Victoria Limited and Interstar Securities
         (Australia) Pty Limited and applying to the Trust by reason of the
         Notice of Creation of Trust between Interstar Securities (Australia)
         Pty Limited, the Trust Manager and the Trustee dated [*].


-------------------------------------------------------------------------------
                                                                        Page 1

<PAGE>



Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         NOTE DEPOSITORY AGREEMENT means the Note Depository Agreement dated on
         or about the date of this deed between the Trustee, the Principal
         Paying Agent and DTC.

         NOTEHOLDERS REPORT means the report to be delivered by the Trust
         Manager, on behalf of the Trustee, in accordance with clause 11(l)(i)
         containing the information set out in schedule 4.

         NOTE TRUST means the trust established in clause 1.10 of this deed.

         OFFICER'S CERTIFICATE means a certificate signed by any Authorised
         Signatory of the Trustee or the Trust Manager on behalf of the Trustee,
         under the circumstances described in, and otherwise complying with, the
         applicable requirements of section 314 of the TIA.

         OPINION OF COUNSEL means one or more written opinions of legal counsel
         who may, except as otherwise expressly provided in this deed, be
         employees of or counsel to the Trustee or the Trust Manager on behalf
         of the Trustee and who shall be satisfactory to the Trustee or the Note
         Trustee, as applicable, and which opinion or opinions shall be
         addressed to the Trustee or the Note Trustee, as applicable, and shall
         be in form and substance satisfactory to the Trustee and the Note
         Trustee, as applicable.

         SERIES NOTICE means the Series Notice dated [*] between the Trustee,
         the Trust Manager, Interstar Securities (Australia) Pty Limited,
         Perpetual Trustee Company Limited, the Note Trustee, the Principal
         Paying Agent, the Calculation Agent, Interstar Nominees (B) Pty
         Limited, Interstar Nominees (N) Pty Limited and Interstar Nominees (R)
         Pty Limited.

         TIA means the United States Trust Indenture Act of 1939, as amended.

         TRUST CORPORATION means any person eligible for appointment as a
         trustee under an indenture to be qualified pursuant to the TIA, as set
         forth in section 310(a) of the TIA, which shall include The Bank of New
         York for so long as it complies with such section.

1.2      DEFINITIONS IN MASTER TRUST DEED, SERIES NOTICE AND CONDITIONS

         (a)  Words and expressions which are defined in the Master Trust Deed
              (as amended by the Series Notice), the Series Notice and the
              Conditions (including in each case by reference to another
              agreement) have the same meanings when used in this deed unless
              the context otherwise requires or unless otherwise defined in this
              deed.

         (b)  If a definition in any of the documents in paragraph (a) above is
              inconsistent with any of the other documents in paragraph (a), the
              definitions will prevail in the following order:

              (i)    definitions in this deed;

              (ii)   definitions in the Series Notice;

              (iii)  definitions in the Master Trust Deed;

              (iv)   definitions in the Conditions.

         (c)  No change to the Master Trust Deed or any other document
              (including the order of payment set out in the Series Notice)
              after the date of this deed will change the meaning of terms used
              in this deed or adversely affect the rights of the Note Trustee or
              any US$ Noteholder under this deed unless the Note Trustee (or the
              US$ Noteholders acting under clause 6.5, as the case may be) has
              agreed in writing to the changes under this deed.


-------------------------------------------------------------------------------
                                                                        Page 2

<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

1.3      INTERPRETATION

         (a)  Clause 1.2 of the Master Trust Deed applies to this deed as if set
              out in full and:

              (i)    a reference to an ASSET includes any real or personal,
                     present or future, tangible or intangible property or asset
                     and any right, interest, revenue or benefit in, under or
                     derived from the property or asset;

              (ii)   an Event of Default SUBSISTS until it has been waived in
                     writing by the Note Trustee;

              (iii)  a reference to an amount for which a person is CONTINGENTLY
                     LIABLE includes an amount which that person may become
                     actually or contingently liable to pay if a contingency
                     occurs, whether or not that liability will actually arise;
                     and

              (iv)   all references to costs or charges or expenses include GST,
                     any value added tax or similar tax charged or chargeable in
                     respect of the charge or expense.

         (b)  Where this deed refers to a provision of the TIA, the provision is
              incorporated by reference in and made part of this deed. The
              following terms used in the TIA have the following meanings in
              this deed.

              COMMISSION means the Securities and Exchange Commission of the
              United States of America.

              INDENTURE SECURITIES means the US$ Notes.

              INDENTURE SECURITY HOLDER means a US$ Noteholder.

              INDENTURE TO BE QUALIFIED means the Note Trust Deed.

              INDENTURE TRUSTEE or INSTITUTIONAL TRUSTEE means the Note Trustee.

              OBLIGOR on the indenture securities means the Trustee.

              Any other term which is used in this deed in respect of a section
              or provision of the TIA and which is defined in the TIA, defined
              in the TIA by reference to another statute or defined by or in any
              rule of or issued by the Commission, will have the meaning
              assigned to them by such definitions.

1.4      DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

         Except where otherwise provided in this deed any determination,
         statement or certificate by the Note Trustee or an Authorised Signatory
         of the Note Trustee provided for in this deed is sufficient evidence of
         each thing determined, stated or certified until proven wrong.

1.5      DOCUMENT OR AGREEMENT

         A reference to:

         (a)  an AGREEMENT includes a Security Interest, Guarantee, undertaking,
              deed, agreement or legally enforceable arrangement whether or not
              in writing; and

         (b)  a DOCUMENT includes an agreement (as so defined) in writing or a
              certificate, notice, instrument or document.


-------------------------------------------------------------------------------
                                                                        Page 3


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         A reference to a specific agreement or document includes it as amended,
         novated, supplemented or replaced from time to time, except to the
         extent prohibited by this deed.

1.6      TRANSACTION DOCUMENT

         This deed is a TRANSACTION DOCUMENT for the purposes of the Master
         Trust Deed.

1.7      TRUSTEE AS TRUSTEE

         In this deed, except where provided to the contrary:

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

         (b)  a reference to the assets, business, property or undertaking of
              the Trustee is a reference to the assets, business, property or
              undertaking of the Trustee only in the capacity described in
              paragraph (a) above.

1.8      KNOWLEDGE OF TRUSTEE

         In relation to the Trust, the Trustee will be considered to have
         knowledge or notice of or be aware of any matter or thing if the
         Trustee has knowledge, notice or awareness of that matter or thing by
         virtue of the actual notice or awareness of the officers or employees
         of the Trustee who have day to day responsibility for the
         administration of the Trust.

1.9      KNOWLEDGE OF THE NOTE TRUSTEE

         In relation to the Trust, the Note Trustee will be considered to have
         knowledge or notice of or be aware of any matter or thing if the Note
         Trustee has knowledge, notice or awareness of that matter or thing by
         virtue of the actual notice or awareness of the officers or employees
         of the Note Trustee who have day to day responsibility for the
         administration of the Note Trust.

1.10     APPOINTMENT OF THE NOTE TRUSTEE

         Upon execution of this deed by the Note Trustee, the Note Trustee:

         (a)  is appointed to act as trustee on behalf of the US$ Noteholders on
              the terms and conditions of this deed; and

         (b)  acknowledges and declares that it:

              (i)    holds the sum of US$10.00 received on the date of this
                     deed; and

              (ii)   will hold the benefit of the obligations of the Trustee
                     under this deed,

         in each case, on trust for each US$ Noteholder, in accordance with the
         terms and conditions of this deed. If the Note Issue Date has not
         occurred within 30 days of the Note Trustee executing this deed, the
         trust constituted under this clause 1.10 will cease.

1.11     COMMENCEMENT

         (a)  This clause 1, clause 27 and clause 34.7 commence upon execution
              of this deed by the Note Trustee.

         (b)  Subject to paragraph (a), this deed commences and will take effect
              on the Note Issue Date.


-------------------------------------------------------------------------------
                                                                        Page 4

<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

1.12     OPINION OF COUNSEL

         For the purposes of this deed, the Trustee may where necessary seek,
         and rely conclusively on, any Opinion of Counsel on any matters
         relating to or connected with the TIA. Where the Trustee elects to seek
         and has sought the Opinion of Counsel it shall not be required to take
         any action under this deed unless and until it has received such an
         Opinion of Counsel. The cost of any such Opinion of Counsel will be an
         EXPENSE of the Trustee in relation to the Trust.

2.       PAYMENTS ON US$ NOTES

-------------------------------------------------------------------------------

2.1      PRINCIPAL AMOUNT

         Subject to clause 2.3:

         (a)  the aggregate Principal Amount of the Class A2 Notes is limited to
              US$[*]; and

         (b)  the aggregate Principal Amount of the Class B1 Notes is limited to
              US$[*].

2.2 COVENANT TO REPAY

         (a)  The Trustee covenants with the Note Trustee that the Trustee will,
              in accordance with the terms of the US$ Notes (including the
              Conditions) and the Transaction Documents (and subject to the
              terms of the Transaction Documents and the Conditions, including
              clause 29 of this deed and Condition 6) at the direction of the
              Trust Manager on:

              (i)    the Maturity Date; or

              (ii)   each earlier date as the US$ Notes, or any of them, may
                     become repayable (whether in full or in part),

              pay or procure to be paid unconditionally in accordance with this
              deed to or to the order of the Note Trustee in US$ in New York
              City in same day funds the Principal Amount of each Class of US$
              Notes repayable or, in the case of a partial payment of the US$
              Notes, the Principal Payment repayable, subject to and in
              accordance with the terms of the US$ Notes (including the
              Conditions).

         (b)  Subject to clause 2.3 and to the terms of the US$ Notes (including
              the Conditions and the Transaction Documents (including clause 29
              of this deed)), the Trustee shall, at the direction of the Trust
              Manager, pay or procure to be paid unconditionally to or to the
              order of the Note Trustee:

              (i)    any interest (both before and after any judgment or other
                     order of a court of competent jurisdiction), at the
                     respective rates calculated from time to time, in
                     accordance with and on the dates provided for in the
                     Conditions; and

              (ii)   principal payable at the times and in the amounts provided
                     for in accordance with the Conditions.

         (c)  The Note Trustee shall hold the benefit of the covenant in this
              clause 2.2, the covenants in clause 11, and all other rights of
              the Noteholders under the Notes, on trust for the benefit of the
              US$ Noteholders.


-------------------------------------------------------------------------------
                                                                        Page 5


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

2.3      DEEMED PAYMENT

         Any payment of principal or interest in respect of US$ Notes to or to
         the account of the Principal Paying Agent in the manner provided in
         clause 3 of the Agency Agreement shall satisfy the covenant in relation
         to the US$ Notes by the Trustee in this clause 2 to the extent of that
         payment.

2.4      FOLLOWING EVENT OF DEFAULT

         At any time after an Event of Default in respect of the US$ Notes has
         occurred, or at any time after Definitive Notes have not been issued
         when so required in accordance with the Conditions, the Note Trustee
         may:

         (a)  by notice in writing to the Trustee, the Trust Manager, the
              Principal Paying Agent, the other Paying Agents (if any) and the
              Calculation Agent require the Principal Paying Agent, the other
              Paying Agents and the Calculation Agent under the Agency Agreement
              either:

              (i)     (A) to act as Principal Paying Agent, Paying Agents
                          and Calculation Agent respectively of the Note Trustee
                          in relation to payments to be made by or on behalf of
                          the Note Trustee under the provisions of this deed on
                          the terms of the Agency Agreement except that the Note
                          Trustee's liability under any provisions of the Agency
                          Agreement for the indemnification of the Paying Agents
                          and Calculation Agent shall be limited to any amount
                          for the time being held by the Note Trustee on the
                          trusts of this deed and which is available to be
                          applied by the Note Trustee under this deed; and

                      (B) hold all Definitive Notes and all amounts, documents
                          and records held by them in respect of the US$ Notes
                          to the order of the Note Trustee; or

              (ii)        to deliver up all Definitive Notes and all amounts,
                          documents and records held by them in respect of the
                          US$ Notes, to the Note Trustee or as the Note Trustee
                          shall direct in that notice, other than any documents
                          or records which the relevant Paying Agent or
                          Calculation Agent is obliged not to release by any law
                          or regulation; and

         (b)  by notice in writing to the Trustee require it to make all
              subsequent payments in respect of the US$ Notes to or to the order
              of the Note Trustee and not to the Principal Paying Agent and,
              with effect from the issue of that notice to the Trustee and until
              that notice is withdrawn, clause 2.3 shall not apply.

         (c)  A payment by the Trustee of its payment obligations on each
              Quarterly Payment Date under the Series Notice and the Conditions
              to the Note Trustee in accordance with paragraph (b) above shall
              be a good discharge to the Trustee to the extent of such payment.

2.5      REQUIREMENTS OF PAYING AGENTS

         The Trust Manager on behalf of the Trustee will cause each Paying Agent
         to execute and deliver to the Note Trustee an instrument in which that
         Paying Agent shall agree with the Note Trustee, subject to the
         provisions of this clause, that such Paying Agent shall:

         (a)  hold on trust for the Note Trustee and the US$ Noteholders all
              sums held by that Paying Agent for the payment of principal and
              interest with respect to the US$ Notes until all


-------------------------------------------------------------------------------
                                                                        Page 6


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

              relevant sums are paid to the Note Trustee or the US$ Noteholders
              or otherwise disposed of as provided in this deed; and

         (b)  immediately notify by telex or facsimile the Note Trustee, the
              Trustee, the Security Trustee and the Trust Manager if the full
              amount of any payment of principal or interest required to be made
              by the Series Notice and the Conditions in respect of the US$
              Notes is not unconditionally received by it or to its order in
              accordance with the Agency Agreement.

2.6      CERTIFICATION

         For the purposes of any redemption of US$ Notes under Condition 5, the
         Note Trustee may rely upon an Officer's Certificate of the Trust
         Manager certifying that the Trustee will be in a position to discharge
         all its liabilities in respect of the relevant US$ Notes and any
         amounts required under the Security Trust Deed to be paid in priority
         to or pari passu with those US$ Notes and such certificate shall be
         conclusive and binding on the Trustee, the Note Trustee and the holders
         of those US$ Notes. The Note Trustee shall not incur any liability as a
         result of relying on such certificate or such certificate subsequently
         being considered invalid.

2.7      DETERMINATIONS

         If the Trust Manager does not at any time for any reason determine a
         Principal Payment or the Principal Amount applicable to any US$ Notes
         in accordance with Condition 5(d), the Principal Payment or Principal
         Amount must be determined by the Calculation Agent in accordance with
         Condition 5(d)(iii) (but based on the information in its possession)
         and each such determination or calculation shall be deemed to have been
         made by the Trust Manager.

3.       FORM OF, ISSUE OF AND DUTIES AND TAXES ON, US$ NOTES

-------------------------------------------------------------------------------

3.1      ISSUE OF GLOBAL NOTES

         (a)  The Class A2 Notes shall on initial issue be represented by a
              Class A2 Global Note.

         (b)  The Class B1 Notes shall on initial issue be represented by a
              Class B1 Global Note.

         (c)  The Trustee shall on the date of this deed procure the
              registration in the Note Register of Cede & Co, as nominee for the
              Clearing Agency, as holder of each Global Note, and no Note Owner
              will receive a Definitive Note representing such Note Owner's
              interest in such Note except as provided in clause 3.3.

3.2      TERMS OF GLOBAL NOTES

         (a)  Each Global Note will be issued in the form or substantially the
              form set out in schedule 1.

         (b)  The procedures relating to the exchange, authentication, delivery,
              surrender, cancellation, presentation, marking up or down of a
              Global Note (or part of a Global Note) and any other matters to be
              carried out by the relevant parties upon exchange (in whole or
              part) of any Global Note shall be made in accordance with the
              provisions of the terms of that Global Note and the normal
              practice of the Common Depository, the Principal Paying Agent, and
              the rules and procedures of the Clearing Agency from time to time.


-------------------------------------------------------------------------------
                                                                        Page 7


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         (c)  (i)    The Class A2 Global Notes shall be in an aggregate
                     Principal Amount of US$[*].

              (ii)   The Class B1 Global Notes shall be in an aggregate
                     Principal Amount of US$[*].

         (d)  A Global Note registered in accordance with clause 3.1(b) shall be
              a binding and valid obligation of the Trustee. Until such Global
              Note (or part of the Global Note) has been exchanged pursuant to
              this deed, it (or that part) shall in all respects be entitled to
              the same benefits as a Definitive Note (subject to its terms).
              Each Global Note shall be subject to this deed.

         (e)  The Trustee shall, at the direction of the Trust Manager, procure
              that, prior to the issue and delivery of a Global Note, that
              Global Note will be authenticated manually or by facsimile by an
              Authorised Signatory of the Principal Paying Agent and no Global
              Note shall be valid for any purpose unless and until so
              authenticated. Each Global Note must be signed manually or by
              facsimile by an Authorised Signatory or attorney of the Trustee on
              behalf of the Trustee and must be authenticated manually or by
              facsimile by the Principal Paying Agent.

         (f)  Whenever a notice or other communication to the US$ Noteholders is
              required under this deed, unless and until Definitive Notes have
              been issued to Note Owners pursuant to clause 3.3, the Note
              Trustee shall give all such notices and communications specified
              herein to be given to US$ Noteholders to the Clearing Agency, and
              shall have no obligation to the Note Owners in respect of the
              same.

         (g)  Unless and until the Definitive Notes have been issued to the Note
              Owners pursuant to clause 3.3:

              (i)    the provisions of this clause shall be in full force and
                     effect;

              (ii)   the Note Registrar, the Trustee, the Trust Manager, each
                     Paying Agent and the Note Trustee shall be entitled to deal
                     with the Clearing Agency for all purposes of this deed
                     (including the payment of principal of and interest on the
                     US$ Notes and the giving of instructions or directions
                     hereunder) as the sole holder of the US$ Notes, and shall
                     have no obligation to any Note Owners;

              (iii)  to the extent that the provisions of this clause conflict
                     with any other provisions of this deed, the provisions of
                     this clause shall prevail;

              (iv)   the rights of Note Owners shall be exercised only through
                     the Clearing Agency and shall be limited to those
                     established by law and agreements between such Note Owners
                     and the Clearing Agency and/or the Clearing Agency
                     Participants. Pursuant to the Note Depository Agreement,
                     unless and until Definitive Notes are issued pursuant to
                     clause 3.3, the initial Clearing Agency will make
                     book-entry transfers among the Clearing Agency Participants
                     and receive and transmit payments of principal and interest
                     on the US$ Notes to such Clearing Agency Participants; and

              (v)    whenever this deed requires or permits actions to be taken
                     based upon instructions or directions of Note Owners
                     evidencing a specific percentage of the Principal Amounts
                     of all or a Class of US$ Notes, the Clearing Agency shall
                     be deemed to


-------------------------------------------------------------------------------
                                                                        Page 8


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

                     represent such percentage only to the extent that it
                     has received instructions to such effect from Note
                     Owners and/or Clearing Agency Participants owning or
                     representing, respectively, such required percentage
                     of the beneficial interest in all or the relevant
                     Class of US$ Notes and has delivered such instructions
                     to the Principal Paying Agent.

3.3 ISSUE OF DEFINITIVE NOTES

         If at any time the US$ Notes are represented by Global Notes and:

         (a)  the Principal Paying Agent advises the Trust Manager in writing
              that DTC is no longer willing or able to discharge properly its
              responsibilities as depository for the US$ Notes and the Trust
              Manger is unable to locate a qualified successor; or

         (b)  the Trustee, at the direction of the Trust Manager, advises the
              Principal Paying Agent in writing that it has elected to terminate
              the book-entry system through DTC; or

         (c)  after the occurrence of an Event of Default, the Note Trustee, at
              the written direction of Noteholders holding a majority of the
              outstanding Principal Amount of the US$ Notes, advises the Trustee
              and the Principal Paying Agent that the continuation of a
              book-entry system is no longer in the best interests of the US$
              Noteholders,

         then the Trust Manager must direct the Trustee to, and the Trustee must
         (at its expense), within 30 days of becoming aware of the occurrence of
         the relevant event, issue Definitive Notes in exchange for the whole of
         the outstanding interest in each Global Note.

3.4      NOTICE OF EXCHANGE EVENTS

         (a)  The Trustee or the Trust Manager shall notify the Note Trustee
              forthwith if the Trustee or the Trust Manager (as the case may be)
              becomes actually aware of any of the events referred to in clause
              3.3 and shall, unless the Note Trustee agrees otherwise, promptly
              give notice of the event and of its obligations to issue
              Definitive Notes to the Note Owners in accordance with Condition
              12.

         (b)  The Note Trustee shall notify the Trustee and the Trust Manager
              forthwith if the Note Trustee becomes actually aware of any of the
              events referred to in clause 3.3.

3.5      FORM OF DEFINITIVE NOTES

         (a)  Each Definitive Note will be issued in the form or substantially
              the form set out in schedule 2.

         (b)  The Definitive Notes shall be issued in denominations of
              US$100,000 each (serially numbered) and shall be issued on the
              terms of the Conditions.

         (c)  Title to the Definitive Notes shall pass by registration in
              accordance with the Master Trust Deed and this deed.

         (d)  The Definitive Notes shall be signed manually or in facsimile by
              an Authorised Signatory or an attorney of the Trustee. The Trustee
              may use the facsimile signature of any person who at the date of
              printing of the Definitive Notes is an Authorised Signatory of the
              Trustee notwithstanding that at the time of issue of any of the
              Definitive Notes that person has


-------------------------------------------------------------------------------
                                                                        Page 9


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

              ceased for any reason to be an Authorised Signatory of the Trustee
              and the Definitive Notes so executed shall be binding and valid
              obligations of the Trustee. The Trustee shall procure that an
              Authorised Signatory of the Principal Paying Agent authenticates
              each Definitive Note. No Definitive Note shall be valid for any
              purpose unless and until so authenticated.

3.6      STAMP AND OTHER TAXES

         The Trustee will pay any stamp and other duties and Taxes payable in
         Australia or the United States on or in connection with:

         (a)  the execution of the Transaction Documents;

         (b)  the constitution and original issue and delivery of the US$ Notes;
              and

         (c)  any action taken by the Note Trustee or (where permitted under
              this deed so to do), the Clearing Agency or any Note Owner to
              enforce the provisions of the US$ Notes or the Transaction
              Documents; and

         (d)  the creation of the security constituted under the Security Trust
              Deed.

3.7      INDEMNITY FOR NON-ISSUE

         If the Trustee is required to issue, or procure the issue of,
         Definitive Notes following an event specified in clause 3.3(b) but
         fails to do so within 30 days of the Trustee or the Trust Manager
         becoming actually aware of the occurrence of the relevant event then
         the Trustee shall (subject to clause 29 of this deed) indemnify the
         Note Trustee, the US$ Noteholders and the Note Owners and keep them
         indemnified against any loss or damage incurred by any of them if the
         amount received by the Note Trustee, the US$ Noteholders or the Note
         Owners is less than the amount that would have been received had
         Definitive Notes been issued within the 30 days referred to above. If
         and for so long as the Trustee discharges its obligations under this
         indemnity, the breach by the Trustee of the provisions of clause 3.3(b)
         shall be deemed to be cured. The Trust Manager must promptly advise the
         Trustee if it becomes actually aware of the occurrence of the relevant
         event.

3.8      NOTE REGISTER AND NOTE REGISTRAR

         (a)  The Note Registrar, on behalf of the Trustee, shall keep or cause
              to be kept the Note Register in which, subject to such reasonable
              regulations as it may prescribe, the Note Registrar, on behalf of
              the Trustee, shall provide for the registration of the US$ Notes
              and the registration of transfers of US$ Notes. The Note Registrar
              will be responsible for registering US$ Notes and transfers of US$
              Notes as provided in this deed and the Agency Agreement. The
              Trustee may appoint another person as Note Registrar in accordance
              with the Agency Agreement.

         (b)  Upon surrender for registration of the transfer of any US$ Note at
              the office or agency of the Trustee to be maintained as provided
              in clause 11(e), if the requirements of Section 8-401(a) of the
              Uniform Commercial Code of New York (the UCC) are met the Trustee
              must execute and upon its written request the Principal Paying
              Agent must authenticate and the US$ Noteholder shall obtain from
              the Note Trustee, in the name of the designated


-------------------------------------------------------------------------------
                                                                        Page 10


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

              transferee or transferees, one or more new US$ Notes, in any
              authorised denominations and of a like aggregate principal amount.

         (c)  At the option of the US$ Noteholder, US$ Notes may be exchanged
              for other US$ Notes in any authorised denominations and a like
              aggregate principal amount, upon surrender of the US$ Notes to be
              exchanged at any such office or agency referred to in paragraph
              (b) above. Whenever any US$ Notes are so surrendered for exchange,
              if the requirements of Section 8-401(a) of the UCC are met the
              Trustee must execute and upon its written request the Principal
              Paying Agent must authenticate and the US$ Noteholder shall obtain
              from the Note Trustee, the US$ Notes which the US$ Noteholder
              making the exchange is entitled to receive.

         (d)  Every US$ Note presented or surrendered for registration of
              transfer or exchange shall be:

              (i)    duly endorsed by, or be accompanied by a written instrument
                     of transfer in a form satisfactory to the Note Registrar
                     duly executed by the transferring US$ Noteholder or its
                     attorney duly authorised in writing, with such signature
                     guaranteed by an "eligible guarantor institution" meeting
                     the requirements of the Note Registrar which requirements
                     include membership or participation of Securities Transfer
                     Agents Medallion Program (STAMP) or such other "signature
                     guarantee program" as may be determined by the Note
                     Registrar in addition to, or in substitution for, Stamp,
                     all in accordance with the Exchange Act; and

              (ii)   accompanied by such other documents as the Note Registrar
                     may require.

         (e)  No service charge shall be made to a US$ Noteholder for any
              registration of transfer or exchange of US$ Notes, but the Trustee
              may require payment of a sum sufficient to cover any tax or other
              governmental charge that may be imposed in connection with any
              registration of transfer or exchange of US$ Notes.

         (f)  Notwithstanding the preceding provisions of this clause, the
              Trustee shall not be required to make and the Note Registrar need
              not register transfers or exchanges of US$ Notes selected for
              redemption or of any US$ Note for a period of 10 days preceding
              the due date for any payment with respect to the US$ Note.

3.9      US TAX TREATMENT

         It is the intention of the parties to this deed and, by their holding
         of the US$ Notes, the US$ Noteholders, that the US$ Notes be treated
         for United States federal income tax purposes as debt denominated in US
         dollars. To the extent that the US$ Notes are not treated, for United
         States federal income tax purposes as debts denominated in US dollars,
         the Note Trustee, by entering into this deed and each US$ Noteholder,
         by its acceptance of its US$ Note hereby identify the US$ Noteholder's
         interest in:

         (a)  the Class A2 A$ Equivalent of the Principal Amount of the relevant
              Class A2 Notes (the CLASS A PRINCIPAL AMOUNT) and the Class A2 A$
              Interest Amount payable with respect to those Class A2 Notes (the
              CLASS A INTEREST, and together with the Class A Principal Amount,
              the CLASS A HYPOTHETICAL A$ SECURITY);


-------------------------------------------------------------------------------
                                                                        Page 11


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         (b)  the Class B1 A$ Equivalent of the Principal Amount of the relevant
              Class B1 Notes (the CLASS B PRINCIPAL AMOUNT) and the Class B1 A$
              Interest Amount payable with respect to those Class B1 Notes (the
              CLASS B INTEREST, and together with the Class B Principal Amount,
              the CLASS B HYPOTHETICAL A$ SECURITY); and

(c)      each related Currency Swap,

         for the purposes of Code Section 988(d)(2)(B) and Treasury regulation
         section 1.988-5(a)(8) as a "qualified hedging transaction" as defined
         in Treasury regulation section 1.988-5(a)(1). For such purposes:

              (i)    each of the Class A Hypothetical A$ Security and the Class
                     B Hypothetical A$ Security represents a qualifying debt
                     instrument and each related Currency Swap, a hedge;

              (ii)   each qualifying debt instrument and each hedge were
                     acquired and entered into, respectively, as of the Note
                     Issue Date (or, in the case of any subsequent acquisition
                     of a US$ Note, as of the date of such subsequent
                     acquisition);

              (iii)  each qualifying debt instrument and each hedge are hereby
                     identified as constituting a qualified hedging transaction;

              (iv)   no amount must be deferred by reason of legging into
                     integrated treatment;

              (v)    each qualified debt instrument is described by the
                     definitions of Class A Principal Amount and Class A
                     Interest or Class B Principal Amount and Class B Interest
                     (as the case may be) and the definitions relating thereto
                     applying in this deed, and each hedge is described by the
                     definition of Currency Swap applying in this deed; and

              (vi)   the cash flow resulting from the treatment of each
                     qualifying debt instrument and each hedge as a qualified
                     hedging transaction is the US dollar cash flow that is
                     payable under the terms of the US$ Notes.

4.       COVENANT OF COMPLIANCE

--------------------------------------------------------------------------------

         Each of the Trustee and the Trust Manager covenants with the Note
         Trustee that it will comply with and perform and observe all provisions
         of the Transaction Documents which are expressed to be binding on it
         for the benefit of the Note Trustee or any US$ Noteholder. The
         Transaction Documents to which the Trustee and the Note Trustee are a
         party and the Conditions shall be binding on the Trustee, the Note
         Trustee and the US$ Noteholders. The Note Trustee (or the US$
         Noteholders, under clause 6.5, as the case may be) is entitled to
         enforce the obligations of the Trustee under the US$ Notes and the
         Conditions as if the same were set out and contained in this deed
         (which shall be read and construed as one document with the US$ Notes).
         The provisions contained in schedule 3 shall have effect as if set out
         in this deed.


-------------------------------------------------------------------------------
                                                                        Page 12


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

5.       CANCELLATION OF US$ NOTES

--------------------------------------------------------------------------------

5.1      CANCELLATION

         The Trustee shall procure that all US$ Notes:

         (a)  which have been redeemed in full; or

         (b)  in the case of any Definitive Note, which, being mutilated or
              defaced, have been surrendered and replaced under Condition 11,

         shall forthwith be cancelled by or on behalf of the Trustee.

5.2      RECORDS

         The Trustee shall procure that:

         (a)  the Principal Paying Agent keeps a full and complete record of all
              US$ Notes and of their redemption, payment, exchange or
              cancellation (as the case may be) and of all replacement US$ Notes
              issued in substitution for lost, stolen, mutilated, defaced or
              destroyed Definitive Notes; and

         (b)  such records shall be made available to the Note Trustee on
              reasonable notice and during business hours promptly following the
              Note Trustee's request for the same.

6.       ENFORCEMENT

--------------------------------------------------------------------------------

6.1      ACTIONS FOLLOWING EVENT OF DEFAULT

         (a)  At any time while an Event of Default is subsisting the Note
              Trustee may (subject to the Security Trust Deed, to clauses 6.4
              and 7, and to Conditions 9 and 10) at its discretion and without
              further notice take any action available to it to direct the
              Security Trustee to:

              (i)    institute any proceedings against the Trustee and/or the
                     Trust Manager which are permitted under the Transaction
                     Documents;

              (ii)   enforce the security created under the Security Trust Deed;
                     and

              (iii)  enforce repayment of the US$ Notes together with accrued
                     interest and any other moneys payable to the Note Trustee
                     or the US$ Noteholders under the Transaction Documents.

         (b)  The Note Trustee must, within 90 days of becoming aware of the
              occurrence of an Event of Default, notify each US$ Noteholder of
              the occurrence of that Event of Default unless:

              (i)    the Event of Default is not an Event of Default under
                     clause 8.1(a) of the Security Trust Deed; and

              (ii)   it determines (and only for so long as it so determines) in
                     good faith that withholding such notice is in the interests
                     of the US$ Noteholders.


-------------------------------------------------------------------------------
                                                                        Page 13


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

6.2      EVIDENCE OF DEFAULT

         If the Security Trustee or the Note Trustee takes any action against
         the Trustee to enforce any of the provisions of any US$ Notes or this
         deed, proof that, as regards any US$ Note, the Trustee has not paid any
         principal or interest due in respect of that US$ Note shall (unless the
         contrary is proved) be sufficient evidence that the Trustee has not
         paid that principal or interest on all other US$ Notes in respect of
         which the relevant payment is then due.

6.3      OVERDUE INTEREST

         The rates of interest payable in respect of any US$ Note which has
         become due and repayable in full and which has not been repaid shall be
         calculated at three-monthly intervals, commencing on the expiry of the
         Interest Period during which such US$ Note became due and repayable in
         accordance with the provisions of Condition 4 except that no notices
         need be given to the US$ Noteholders in relation to that interest.

6.4      RESTRICTIONS ON ENFORCEMENT

         (a)  If any of the US$ Notes remain outstanding and are due and payable
              otherwise than by reason of a default in payment of any amount due
              on the US$ Notes, the Note Trustee must not vote under the
              Security Trust Deed to, or otherwise direct the Security Trustee
              to, dispose of the Mortgaged Property (as defined in the Security
              Trust Deed) unless either:

              (i)    a sufficient amount would be realised to discharge in full
                     all amounts owing to the US$ Noteholders and any other
                     amounts payable by the Trustee ranking in priority to or
                     pari passu with the US$ Notes; or

              (ii)   the Note Trustee is of the opinion, reached after
                     considering at any time and from time to time the advice of
                     a merchant bank or other financial adviser selected by the
                     Note Trustee in its sole and absolute discretion (the cost
                     of which advice shall be an Expense payable to the Note
                     Trustee), that the cash flow receivable by the Trustee (or
                     the Security Trustee under the Security Trust Deed) will
                     not (or that there is a significant risk that it will not)
                     be sufficient, having regard to any other relevant actual,
                     contingent or prospective liabilities of the Trustee, to
                     discharge in full in due course all the amounts referred to
                     in paragraph (i) relating to the Trust.

         (b)  Neither the Note Trustee (except in the case of negligence, fraud
              or wilful default by it) nor the Security Trustee (except in the
              case of negligence, fraud or wilful default by it) will be liable
              for any decline in the value, nor any loss realised upon any sale
              or other dispositions made under the Security Trust Deed, of any
              Mortgaged Property or any other property which is charged to the
              Security Trustee by any other person in respect of or relating to
              the obligations of the Trustee or any third party in respect of
              the Trustee or the US$ Notes or relating in any way to the
              Mortgaged Property. Without limitation, neither the Note Trustee
              nor the Security Trustee shall be liable for any such decline or
              loss directly or indirectly arising from its acting, or failing to
              act, as a consequence of an opinion reached by it in good faith
              based on advice received by it in accordance with paragraph (a).


-------------------------------------------------------------------------------
                                                                        Page 14


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


6.5      ACTION BY NOTEHOLDERS

         Notwithstanding any other provision of this deed, if the Note Trustee,
         having become bound to take steps and/or proceed under clause 6.1
         and/or the Security Trust Deed, fails to do so within a reasonable time
         and such failure is continuing, the US$ Noteholders may proceed
         directly against the Trustee but then only if and to the extent the US$
         Noteholders are able to do so under Australian law.

7.       PROCEEDINGS

--------------------------------------------------------------------------------

7.1      ACTING ONLY ON DIRECTION

         The Note Trustee shall not be bound to vote under the Security Trust
         Deed, or otherwise direct the Security Trustee under the Security Trust
         Deed, or take any proceedings, actions or steps under, or any other
         proceedings pursuant to or in connection with, the Security Trust Deed,
         this deed or any US$ Notes, unless directed or requested to do so:

         (a)  by an Extraordinary Resolution of the US$ Noteholders, as
              appropriate; or

         (b)  in writing by the holders of at least 75% of the aggregate
              Principal Amount of the US$ Notes, as appropriate,

         and then only if the Note Trustee is indemnified to its satisfaction
         against all action, proceedings, claims and demands to which it may
         render itself liable and all costs, charges, damages and expenses which
         it may incur by so doing.

         If an Extraordinary Resolution of Voting Mortgagees (as defined in the
         Security Trust Deed) elects not to direct the Security Trustee to
         enforce the Security Trust Deed, in circumstances where the Security
         Trustee could enforce, the Note Trustee must, at the direction in
         accordance with (a) and/or (b) above of the US$ Noteholders, direct the
         Security Trustee to enforce the Security Trust Deed on behalf of the
         Noteholders.

7.2      SECURITY TRUSTEE ACTING

         Only the Security Trustee may enforce the provisions of the Security
         Trust Deed and neither the Note Trustee nor any holder of a US$ Note is
         entitled to proceed directly against the Trustee to enforce the
         performance of any of the provisions of the Security Trust Deed or the
         US$ Notes (including the Conditions), provided that if the Security
         Trustee having become bound to take steps and/or to proceed under the
         Security Trust Deed, fails to do so within a reasonable time and such
         failure is continuing, the Note Trustee and/or US$ Noteholders may
         proceed directly against the Trustee but then only if and to the extent
         the US$ Noteholders are able to do so under Australian law. The
         Security Trustee shall comply with all directions given to it by the
         Note Trustee pursuant to any power to give directions granted to the
         Note Trustee pursuant to this deed or to the Security Trust Deed
         provided that the Security Trustee has the power under the Security
         Trust Deed to take the action contemplated by the direction, and the
         Security Trustee shall not be liable for any direct and indirect costs,
         expenses, losses, damages, liabilities or actions arising or resulting
         from any action or conduct undertaken or not taken by the Security
         Trustee or its officers, employees or agents including as a consequence
         of following those directions.


-------------------------------------------------------------------------------
                                                                        Page 15


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


7.3      NOTE TRUSTEE ALONE ENTITLED TO ACT

         Subject to clauses 36.4, 6.5 and 7.2, only the Note Trustee may:

         (a)  direct the Security Trustee to enforce or not to enforce the
              Security Trust Deed; or

         (b)  enforce the provisions of this deed or the US$ Notes (including
              the Conditions),

         and no US$ Noteholder is entitled to take any of the above actions or
         to proceed directly against the Trustee to enforce the performance of
         any of the provisions of this deed or the US$ Notes (including the
         Conditions).

7.4      AVAILABLE AMOUNTS

         For the purpose of Condition 5(f) the Note Trustee shall not be
         satisfied that the Trustee will be in a position to discharge the
         liabilities referred in those Conditions unless, either:

         (a)  the Trustee will have available to it sufficient cash in the
              Collection Account and sufficient Authorised Investments which
              will mature on or before the relevant Payment Date after making
              any other payments or provisions having priority in order of
              application under the applicable provisions of the Security Trust
              Deed; or

         (b)  the Trustee has entered into a legally binding contract with an
              entity either whose long term unsecured and unguaranteed debt is
              rated AA- by S&P and Aa3 by Moody's or whose short term unsecured
              and unguaranteed debt securities are rated A-1 by S&P and P-1 by
              Moody's to provide sufficient cash on or before the relevant
              Payment Date to enable the Trustee to discharge the relevant
              liabilities,

         and in each circumstance the Trust Manager has certified to the Note
         Trustee that the requirements of clause 7.4(a) or (b) have been met and
         the Note Trustee shall be entitled to rely on such certification.

7.5      NO LIABILITY

         In giving any direction to the Security Trustee under this deed or the
         Security Trust Deed, the Note Trustee shall not be obliged to ensure
         that the Security Trustee complies with such direction and will not be
         liable for any failure by the Security Trustee so to comply.

8.       NOTICE OF PAYMENT

--------------------------------------------------------------------------------

         The Principal Paying Agent shall give notice to the relevant US$
         Noteholders in accordance with Condition 12 of the day fixed for any
         payment to them of amounts received by the Note Trustee under clause 16
         of the Security Trust Deed. Those payments may be made in accordance
         with Condition 6 as appropriate (in the case of Definitive Notes) or to
         the order of the registered holder of the US$ Notes (in the case of any
         Global Note) and payment of those amounts by the Note Trustee to the
         Principal Paying Agent for that purpose shall be a good discharge to
         the Note Trustee.


-------------------------------------------------------------------------------
                                                                        Page 16


<PAGE>


Note Trust Deed                                           Allens Arthur Robinson

--------------------------------------------------------------------------------
9.       INVESTMENT BY NOTE TRUSTEE

--------------------------------------------------------------------------------

         Moneys held by the Note Trustee under the trusts of this deed may be
         invested in the name or under the control of the Note Trustee in any
         Authorised Investments and the Note Trustee may at any time or times
         vary any Authorised Investments into other Authorised Investments and
         shall not be responsible for any loss due to depreciation in value or
         otherwise resulting from any Authorised Investments made by it. The
         Note Trustee need only account for interest on money held on deposit
         with itself equal to the highest rate payable by it to an independent
         depositor in respect of comparable deposits.

10.      PARTIAL PAYMENTS

--------------------------------------------------------------------------------

         On any payment of amounts by the Trustee, the Security Trustee or the
         Note Trustee in accordance with the Series Notice, the Conditions or
         the Security Trust Deed (other than the payment in full against
         surrender of a US$ Note) the Trustee, the Security Trustee or the Note
         Trustee (as the case may be) shall, or shall procure that, the Note
         Register relating to the US$ Note in respect of which such payment is
         made shall be amended to evidence the amount and the date of payment.

11.      COVENANTS BY THE TRUSTEE AND TRUST MANAGER

--------------------------------------------------------------------------------

         Each of the Trustee and the Trust Manager severally undertakes to the
         Note Trustee, on behalf of the US$ Noteholders, as follows in relation
         to the Trust for so long as any of the US$ Notes remain outstanding
         (except to the extent that the Note Trustee otherwise consents):

         (a)  (MASTER TRUST DEED COVENANTS) It will comply with its covenants in
              clause 17, 21 and 28 of the Master Trust Deed (as the case may
              be).

         (b)  (TRANSACTION DOCUMENTS)

              (i)    It will comply with its material obligations under the
                     Transaction Documents.

              (ii)   It will use its reasonable endeavours (to the extent that
                     it is able to do so under the Master Trust Deed) to procure
                     that each other party to a Transaction Document complies
                     with and performs its obligations under that Transaction
                     Document.

         (c)  (INFORMATION) It will give to the Note Trustee a copy of any
              information in its possession relating to the Trust as soon as
              reasonably practicable in connection with the exercise and
              performance of its powers and obligations under this deed and
              which the Trustee or the Trust Manager (as the case may be)
              reasonably considers has a material bearing on the interest of the
              US$ Noteholders.

         (d)  (NOTIFY EVENTS OF DEFAULT)

              (i)    It will promptly notify the Note Trustee if it has
                     knowledge or notice of or is aware of the occurrence of an
                     Event of Default, Trustee's Default or Trust Manager's
                     Default or, with respect to the Trust Manager only, an
                     event that, with the giving of notice or the passage of
                     time would constitute an Event of Default, Trustee's
                     Default or Trust Manager's Default (POTENTIAL DEFAULT)
                     including full details (to the extent known, without making
                     any enquiry) of that Event of Default, Trustee's


-------------------------------------------------------------------------------
                                                                        Page 17


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                     Default or Trust Manager's Default or, in respect of the
                     Trust Manager only, Potential Default (as the case may be).

              (ii)   In addition to its obligations under sub-clause item (d)(i)
                     of this clause 11, it will confirm to the Note Trustee, on
                     each anniversary of this deed:

                     (A)  whether or not the Trust Manager or the Trustee is
                          aware that any Event of Default or, with respect to
                          the Trust Manager only, event that with the giving of
                          notice or passage of time would constitute an Event of
                          Default has occurred; and

                     (B)  any other matter which is required to be notified to
                          the Note Trustee under the Transaction Documents and
                          which has not previously been so notified.

         (e)  (MAINTENANCE OF OFFICE OR AGENCY) The Trust Manager on behalf of
              the Trustee will maintain in the Borough of Manhattan, The City of
              New York an office or agency where US$ Notes may be surrendered
              for registration of transfer or exchange, and where notices and
              demands to or upon the Trustee in respect of the US$ Notes and
              this deed may be served. The Trustee hereby initially appoints the
              Note Registrar to serve as its agent for the foregoing purposes.
              The Note Registrar shall act solely for, and as agent of, the
              Trustee and shall not have any obligations towards or relationship
              or agency or trust with any other person in respect of its
              appointment under this sub-paragraph (e). The Trust Manager will
              give prompt written notice to the Note Trustee of the location,
              and of any change in the location, of any such office or agency.
              If at any time the Trust Manager on behalf of the Trustee shall
              fail to maintain any such office or agency or shall fail to
              furnish the Note Trustee with the address thereof, such
              surrenders, notices and demands may be made or served at the
              Corporate Trust Office, and the Trustee hereby appoints the Note
              Trustee as its agent to receive all such surrenders, notices and
              demands.

         (f)  (CALCULATION AGENT ) It will procure that, so long as any of the
              US$ Notes remain outstanding, there will at all times be a
              Calculation Agent.

         (g)  (PRINCIPAL PAYING AGENT) It will procure that, so long as any of
              the US$ Notes remain outstanding, there will at all times be a
              Principal Paying Agent.

         (h)  (CHANGE TO PAYING AGENTS OR CALCULATION AGENT) It will give notice
              to the US$ Noteholders in accordance with the Agency Agreement and
              Condition 12 of:

                     (i)    any appointment, resignation or removal of any
                            Paying Agent (other than the appointment of the
                            initial Principal Paying Agent and any other Paying
                            Agent) or Calculation Agent;

                     (ii)   any change to any Paying Agent's Paying Office (as
                            defined in the Agency Agreement); or

                     (iii)  any change to the Calculation Agent's Specified
                            Office (as defined in the Agency Agreement).


-------------------------------------------------------------------------------
                                                                        Page 18


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         (i)  (NOTICES) It will promptly give to the Note Trustee, or ensure
              that the Note Trustee receives for its approval, two copies of the
              form of every notice prior to the notice being given to the US$
              Noteholders in accordance with Condition 12.

         (j)  (ANNUAL STATEMENT AS TO COMPLIANCE) The Trustee (or the Trust
              Manager on its behalf) will deliver to the Note Trustee, within
              120 days after the end of each fiscal year of the Trust
              (commencing on 30 September 2003), and otherwise in compliance
              with the requirements of section 314(a)(4) of the TIA, an
              Officer's Certificate stating that:

              (i)    a review of the activities of the Trustee in respect of the
                     Trust during such year and of performance under the
                     Transaction Documents has been made under supervision of
                     the person signing the Officer's Certificate (the
                     SIGNATORY); and

              (ii)   to the best of the knowledge of the Signatory, based on the
                     review referred to in paragraph (i), the Trustee has
                     complied with all conditions and covenants under the
                     Transaction Documents throughout the relevant year, or, if
                     there has been a default in the compliance of any such
                     condition or covenant, specifying each such default known
                     to the Signatory of the nature and status of the default.

              For the purposes of this clause 11(j) compliance shall be
              determined without regard to any period of grace or
              requirement of notice under the Transaction Documents.

         (k)  (OPINIONS AS TO TRUST ESTATE) On the Note Issue Date, the Trustee
              (or the Trust Manager on its behalf) shall furnish to the Note
              Trustee an Opinion of Counsel (who may be of counsel for the
              Trustee) either stating that in the opinion of such counsel the
              Security Trust Deed and any other requisite documents has been
              properly recorded and filed so as to make effective the Security
              Interest intended to be created by the Security Trust Deed, and
              reciting the details of such action, or stating that in the
              opinion of such counsel no such action is necessary to make such
              Security Interest effective.

              Within 120 days after the end of each fiscal year commencing
              on 30 September 2003 the Trustee (or the Trust Manager on its
              behalf) shall furnish to the Note Trustee an Opinion of
              Counsel (who may be of counsel for the Trustee) either stating
              that in the opinion of such counsel such action has been taken
              with respect to the recording, filing, re-recording, and
              refiling of the Security Trust Deed and any other requisite
              documents as is necessary to maintain the Security Interest
              created by the Security Trust Deed, and reciting the details
              of such action, or stating that in the opinion of such counsel
              no such action is necessary to maintain such Security
              Interest.

         (l)  (NOTEHOLDER REPORT)

              (i)    The Trust Manager, on behalf of the Trustee, shall deliver
                     to the Principal Paying Agent and the Note Trustee on each
                     Payment Date the Noteholders Report for the related
                     Collection Period, with written instructions for the Note
                     Trustee and the Principal Paying Agent to forward the
                     Noteholders Report to each US$ Noteholder.

              (ii)   Each Noteholder Report shall contain the information set
                     out in schedule 4.

         (m)  (LISTING) It will use its best endeavours to:


-------------------------------------------------------------------------------
                                                                        Page 19


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


              (i)    obtain and maintain a quotation or listing of the US$ Notes
                     on any Stock Exchange or Stock Exchanges or securities
                     market or markets as the Trust Manager (with the prior
                     written approval of the Note Trustee, that approval not to
                     be unreasonably withheld or delayed) decides and following
                     that quotation or listing enter into a deed supplemental to
                     this deed to effect such consequential amendments to this
                     deed necessary to comply with the requirements of any such
                     Stock Exchange or securities market; and

              (ii)   procure that there will at all times be furnished to the
                     relevant Stock Exchange or securities market any
                     information which such Stock Exchange or securities market
                     may require to be furnished in accordance with its
                     requirements.

12.      REMUNERATION OF NOTE TRUSTEE

--------------------------------------------------------------------------------

12.1     FEE

         The Trustee shall pay to the Note Trustee a fee agreed between them.

12.2     ADDITIONAL REMUNERATION

         If the Note Trustee gives a notice under Condition 9 or it undertakes
         duties which it considers expedient or necessary under this deed, or
         which the Trustee requests it to undertake and which duties the Note
         Trustee, the Trust Manager and the Trustee agree to be of an
         exceptional nature or otherwise outside the scope of the normal duties
         of the Note Trustee under this deed, the Trustee shall pay to the Note
         Trustee any additional remuneration as they agree.

         In the event of the Note Trustee, the Trust Manager and the Trustee
         failing to agree as to any of the matters in this clause 12.2, such
         matter shall be determined by a merchant or investment bank (acting as
         an expert and not as an arbitrator) selected by the Note Trustee and
         approved by the Trustee or, failing such approval, nominated (on the
         application of the Note Trustee or the Trustee) by the President for
         the time being of The Law Society of England and Wales (the expenses
         involved in such nomination and the fees of such merchant or investment
         bank being shared equally by the Trustee and the Note Trustee) and the
         determination of any such merchant or investment bank shall be final
         and binding upon the Note Trustee, the Trust Manager and the Trustee
         and shall be payable by the Trustee to the Note Trustee.

12.3     COSTS, EXPENSES

         (a)  Subject to clause 34.8, the Trustee shall also reimburse, pay or
              discharge all reasonable costs, charges, liabilities and expenses
              and any stamp and other Taxes or duties paid by the Note Trustee
              (or the US$ Noteholders acting under clause 6.5 (as the case may
              be)) in connection with undertaking its duties under the
              Transaction Documents and in connection with any legal proceedings
              brought by the Note Trustee (or the US$ Noteholders acting under
              clause 6.5 (as the case may be)) to enforce any obligation under
              this deed or the US$ Notes.

         (b)  Without prejudice to the right of indemnity by law given to
              trustees, to the extent the Trustee is itself entitled to be
              indemnified and, subject to clause 29, the Trustee indemnifies


-------------------------------------------------------------------------------
                                                                        Page 20


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


              the Note Trustee (or the US$ Noteholders acting under clause 6.5
              (as the case may be)) and every other person properly appointed by
              it or any of them under this deed from and against all
              liabilities, losses, damages, costs, expenses, actions,
              proceedings, claims and demands incurred by or made against it or
              him in the execution of the trusts of this deed or of their powers
              or in respect of any matter or thing done or omitted in any way
              relating to this deed.

12.4     OVERDUE RATE

         All sums payable by the Trustee under clause 12.3 shall be payable by
         the Trustee on the next Payment Date in the order set out in the Series
         Notice or (if applicable) the Security Trust Deed and shall carry
         interest at the rate of LIBOR plus 2% from the due date. Any amount
         payable shall carry interest at that rate from the due date to the date
         of actual payment.

12.5     CONTINUING OBLIGATION

         Unless otherwise specifically stated in any discharge relating to this
         deed the provisions of this clause shall continue in full force and
         effect notwithstanding such discharge and even if the Note Trustee has
         ceased to be the Note Trustee for any reason including but not limited
         to those contemplated in clause 23 it will be entitled to all rights
         arising to it prior to it ceasing to be the Note Trustee.

13.      LIMITED RESPONSIBILITIES OF NOTE TRUSTEE

--------------------------------------------------------------------------------

13.1     LIMITED RESPONSIBILITIES

         Subject to clauses 13.2 and 14, it is expressly declared as follows.

         (a)  Any advice, opinion or information obtained by the Note Trustee
              from any lawyer, valuer, accountant, banker, broker, credit-rating
              agency, lead manager or other expert may be sent or obtained by
              letter, telex, telegram, facsimile transmission or cable and the
              Note Trustee shall not be liable for acting on any advice, opinion
              or information purporting to be conveyed by any such letter,
              telex, telegram, facsimile transmission or cable although the same
              shall contain some error or shall not be authentic.

         (b)  The Note Trustee may call for and shall be at liberty to accept as
              sufficient evidence of any fact or matter or the expediency of any
              transaction or thing a certificate signed by two Authorised
              Signatories of the Trustee or the Trust Manager (as the case may
              be) and the Note Trustee shall not be bound in any such case to
              call for further evidence or be responsible for any loss that may
              be occasioned by the Note Trustee acting on that certificate.

         (c)  The Note Trustee is at liberty to hold or to place this deed and
              any other documents relating to this deed in any part of the world
              with any banker or banking company or company whose business
              includes undertaking the safe custody of documents or lawyer or
              firm of lawyers reasonably considered by the Note Trustee to be of
              good repute and except in the case of fraud, negligence or wilful
              default (in the case of the Security Trustee) or fraud, negligence
              or wilful default (in the case of the Note Trustee) of that party,
              neither the Note Trustee nor the Security Trustee shall be
              responsible for any loss, expense or


-------------------------------------------------------------------------------
                                                                        Page 21


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------



              liability which may be suffered as a result of any assets secured
              by the Security Trust Deed, Mortgaged Property or any deed or
              documents of title thereto, being uninsured or inadequately
              insured or being held by or to the order of any clearing
              organisations or their operators or by any person on behalf of the
              Note Trustee if prudently chosen in accordance with the
              Transaction Documents.

         (d)  The Note Trustee shall not be responsible for the application of
              the proceeds of the issue of any of the US$ Notes by the Trustee
              or any moneys borrowed by the Trustee under any Transaction
              Document or the exchange of any Global Note for any Definitive
              Notes.

         (e)  Except as otherwise provided in this deed or any other Transaction
              Documents to which it is a party, the Note Trustee shall not be
              bound to give notice to any person of the execution of this deed
              or any of the Transaction Documents or any transaction
              contemplated hereby or thereby or to take any steps to ascertain
              whether any Event of Default has happened and, until it has actual
              knowledge or express notice to the contrary, the Note Trustee is
              entitled to assume that no Event of Default has happened and that
              the Trustee and each other party to any Relevant Document is
              observing and performing all the obligations on its part contained
              in the US$ Notes and under this deed or, as the case may be, the
              Security Trust Deed or any other Transaction Document to which it
              is a party.

         (f)  Save as expressly otherwise provided in this deed or the
              Transaction Documents:

              (i)      the Note Trustee shall have absolute and uncontrolled
                       discretion as to the exercise of the discretions vested
                       in the Note Trustee by this deed and the Transaction
                       Documents (the exercise of which as between the Note
                       Trustee and the US$ Noteholders shall be conclusive and
                       binding on the US$ Noteholders) but whenever the Note
                       Trustee is under the provisions of this deed or the
                       Transaction Documents bound to act at the request or
                       direction of the US$ Noteholders, or any of them, the
                       Note Trustee shall nevertheless not be so bound unless
                       first indemnified to its satisfaction against all
                       actions, proceedings, claims and demands to which it may
                       render itself liable and all costs, charges, damages,
                       expenses and liabilities which it may incur by so doing;
                       and

              (ii)     in the absence of fraud, negligence or wilful default,
                       the Note Trustee shall not be in any way responsible for
                       any loss (whether consequential or otherwise), costs,
                       damages or inconvenience that may result from the
                       exercise or non-exercise of any powers, authorities and
                       discretions vested in it.

         (g)  The Note Trustee shall not be liable for acting upon any
              resolution purporting to have been passed at any meeting of the
              US$ Noteholders in respect of which minutes have been made and
              signed even though subsequently it may be found that there was
              some defect in the constitution of the meeting or the passing of
              the resolution or that for any reason the resolution was not valid
              or binding upon the US$ Noteholders.

         (h)  The Note Trustee shall not be liable to the Trustee or any US$
              Noteholder by reason of having accepted as valid or not having
              rejected any entry in the Note Register in respect of a Definitive
              Note which is subsequently found to be incorrect and the Note
              Trustee shall be at liberty to accept and place full reliance on
              the Note Register as complete and accurate


-------------------------------------------------------------------------------
                                                                        Page 22


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


              evidence to the effect that at any particular time or through any
              particular period any particular person is, was, or will be, shown
              in its records as entitled to a particular number of US$ Notes.

         (i)  Any consent or approval given by the Note Trustee for the purpose
              of this deed, the Conditions and any Transaction Document may be
              given on any terms and subject to any conditions as the Note
              Trustee thinks fit and despite anything to the contrary contained
              in this deed, any Transaction Document or the Conditions may be
              given retrospectively.

         (j)  Save as otherwise expressly provided in this deed, the Note
              Trustee shall not (unless and to the extent ordered so to do by a
              court of competent jurisdiction) be required to disclose to any
              US$ Noteholder or any Mortgagee, any information made available to
              the Note Trustee by the Trustee, the Trust Manager or any other
              person in connection with the trusts of this deed and no US$
              Noteholder shall be entitled to take any action to obtain from the
              Note Trustee any such information.

         (k)  Where it is necessary or desirable for any purpose in connection
              with this deed to convert any sum from one currency to another it
              shall (unless otherwise provided by this deed or any other
              Transaction Document or required by law) be converted at the rate
              or rates, in accordance with the method and as at the date for the
              determination of the rate of exchange, as may be agreed by the
              Note Trustee in consultation with the Trustee and the Trust
              Manager as relevant and any rate, method and date so agreed shall
              be binding on the Trustee and the US$ Noteholders.

         (l)  Subject to clauses 6.5 and 7.4, the Note Trustee may certify in
              good faith, whether or not any of the events set out in paragraphs
              (b) to (g) of Condition 9 or any breach under clause 8 of the
              Security Trust Deed is in its opinion materially prejudicial to
              the interests of the relevant US$ Noteholders and may certify, in
              relation to the event set out in paragraph (a) of Condition 9 in
              relation to any payment of interest on the US$ Notes that the
              Trustee had, on the due date for payment of the amount of interest
              in question, sufficient cash to pay, in accordance with the
              provisions of the Series Notice or the Security Trust Deed, all
              interest (after payment of all sums which are permitted under the
              Series Notice or the Security Trust Deed to be paid in priority to
              or pari passu with them) and that certificate shall be conclusive
              and binding upon the Trustee and the US$ Noteholders. The Note
              Trustee shall have no liability to the Trustee, any US$ Noteholder
              or any other person in relation to any such certificate or in
              relation to any delay or omission in providing such certificate.
              In giving any certificate relating to paragraph (a) of Condition
              9, the Note Trustee may rely on any determination made by any
              independent accountants of recognised standing in Australia and
              any such determination shall be conclusive and binding on the
              Trustee and the US$ Noteholders. The Trustee shall pay the Note
              Trustee all costs and expenses of providing the certificate at the
              times specified in the Series Notice.

         (m)  The Note Trustee shall not be bound to take any steps to ascertain
              whether any event, condition or act, the happening of which would
              cause a right or remedy to become exercisable by the Note Trustee
              under this deed or by the Trustee under any of the Transaction
              Documents has happened or to monitor or supervise the observance
              and performance by the Trustee or any of the other parties thereto
              of their respective obligations


-------------------------------------------------------------------------------
                                                                        Page 23


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


              thereunder and, until it shall have actual knowledge or express
              notice to the contrary, the Note Trustee shall be entitled to
              assume that no such event, condition or act has happened and that
              the Trustee and each of the other parties thereto are observing
              and performing all their respective obligations thereunder.

         (n)  The Note Trustee shall not be responsible for recitals,
              statements, warranties or representations of any party (other than
              itself) contained in any Transaction Document or other document
              entered into in connection with it and shall assume its accuracy
              and correctness and (except with respect to itself) the execution,
              legality, effectiveness, adequacy, genuineness, validity or
              enforceability or admissibility in evidence of that agreement or
              other document or any security constituted by them, and the Note
              Trustee may accept without enquiry, requisition or objection all
              title as the Trustee may have to any of the Mortgaged Property or
              as any other person may have to any other security charged from
              time to time to the Note Trustee and shall not be bound to
              investigate or make any enquiry in the title of the Trustee to any
              of the Mortgaged Property or the title of any other person to any
              other security charged from time to time to the Note Trustee
              whether or not any default or failure might be, or might have
              been, discovered upon examination inquiry or investigation and
              whether or not capable of remedy. Notwithstanding the generality
              of the foregoing each US$ Noteholder is solely responsible for
              making its own independent appraisal of and investigation into the
              Trust and the US$ Notes and the Note Trustee shall not at any time
              have any responsibility for the same and no US$ Noteholder shall
              rely on the Note Trustee in that respect.

         (o)  The Note Trustee shall not be liable for any failure, omission or
              defect in or filing or procuring registration or filing of or
              otherwise protecting or perfecting the Security Trust Deed or the
              Mortgaged Property or any other security or failure to call for or
              delivery of documents of title to the Mortgaged Property or any
              other security or to require any further assurances in relation to
              any property or assets comprised in the Mortgaged Property or any
              other security.

         (p)  The Note Trustee shall, as regards all the powers, trusts,
              authorities, duties and discretions vested in it by this deed, the
              Transaction Documents or the US$ Notes (including the Conditions),
              except where expressly provided otherwise have regard to the
              interests of the US$ Noteholders.

         (q)  Without prejudice to the provisions of any Transaction Document
              the Note Trustee shall not be under any obligation to insure any
              of the Mortgaged Property (or any other property) or any deeds or
              documents of title or other evidence relating to that property.

         (r)  Subject to Condition 10(c), the Note Trustee shall not be
              responsible for any loss, expense or liability (including, without
              limitation, any decline in value or loss realised upon any sale or
              disposition made under the Security Trust Deed) occasioned to the
              Mortgaged Property or any other property or in respect of all or
              any of the moneys which may stand to the credit of the Collection
              Accounts from time to time however caused (including any bank,
              broker, depository, warehouseman or other intermediary or any
              clearing system or its operator acting in accordance with or
              contrary to the terms of any of the Transaction Documents or


-------------------------------------------------------------------------------
                                                                        Page 24


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


              otherwise), unless that loss is occasioned by the fraud,
              negligence, or wilful default of the Note Trustee.

         (s)  The Note Trustee has no responsibility whatsoever to the Trustee
              or any US$ Noteholder as regards any deficiency or additional
              payment, as the case may be, which might arise because the Note
              Trustee or the Trustee is subject to any Tax in respect of the
              Mortgaged Property, the Security Trust Deed or any other security
              or any income or any proceeds from them.

         (t)  No provision of this deed requires the Note Trustee to do anything
              which may be illegal or contrary to applicable law or regulation
              or expend or risk its own funds or otherwise incur any financial
              liability in the performance of any of its duties, or in the
              exercise of any of its rights or powers, if it has grounds to
              believe that repayment of those funds or adequate indemnity
              against that risk or liability is not assured to it. Without
              limitation nothing contained in this deed imposes any obligation
              on the Note Trustee to make any further advance to an Obligor or
              to borrow any moneys under a Transaction Document or to maintain,
              protect or preserve any moneys standing to the credit of the
              Collection Account.

         (u)  The Note Trustee is not responsible (except as to itself) for the
              genuineness, validity, effectiveness or suitability of any of the
              Transaction Documents or any of the Mortgages, Security Interests
              or other documents entered into in connection with them or any
              Mortgage Insurance Policy or the priority constituted by or
              purported to be constituted by or pursuant to that Security
              Interest, nor shall it (except as to itself) be responsible or
              liable to any person because of any invalidity of any provision of
              those documents or the unenforceability of those documents,
              whether arising from statute, law or decision of any court and
              (without limitation) the Note Trustee shall not be responsible for
              or have any duty to make any investigation in respect of or in any
              way be liable whatsoever for:

              (i)         the nature, status, creditworthiness or solvency of
                          any Obligor or any other person or entity who has at
                          any time provided any security or support whether by
                          way of guarantee, Security Interest or otherwise in
                          respect of any advance made to any Obligor;

              (ii)        the execution, legality, validity, adequacy,
                          admissibility in evidence or enforceability of any
                          Mortgage or Loan or any other document entered into in
                          connection with them;

              (iii)       the title, ownership, value, sufficiency or existence
                          of any Land, Mortgaged Property or any Mortgage
                          Insurance Policy;

              (iv)        the registration, filing, protection or perfection of
                          any Mortgage or the priority of the security created
                          under a Mortgage whether in respect of any initial
                          advance or any subsequent advance or any other sums or
                          liabilities;

              (v)         the scope or accuracy of any representation,
                          warranties or statements made by or on behalf of any
                          Obligor in any application for any advance or in any
                          Mortgage or Loan or in any document entered into in
                          connection with them;


-------------------------------------------------------------------------------
                                                                        Page 25


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

              (vi)        the scope or accuracy of any representations,
                          warranties or statements made by or on behalf of any
                          Obligor in any application for any advance or in any
                          Mortgage or Loan or in any document entered into in
                          connection with them;

              (vii)       the performance or observance by any Obligor or any
                          other person of any provisions of any Mortgage or Loan
                          or in any document entered into in connection with
                          them or the fulfilment or satisfaction of any
                          conditions contained in them or relating to them or as
                          to the existence or occurrence at any time of any
                          default, event of default or similar event contained
                          in them or any waiver or consent which has at any time
                          been granted in relation to any of the above;

              (viii)      the existence, accuracy or sufficiency of any legal or
                          other opinions, searches, reports, certificates,
                          valuations or investigations delivered or obtained or
                          required to be delivered or obtained at any time in
                          connection with any Mortgage or Loan;

              (ix)        the title of the Trustee to any Mortgage or Loan or
                          other Mortgaged Property;

              (x)         the suitability, adequacy or sufficiency of any
                          guidelines under which Loans are entered into or
                          compliance with those guidelines or compliance with
                          any applicable criteria for any further advances or
                          the legality or ability or enforceability of the
                          advances or the priority of the Mortgages in relation
                          to the advances;

              (xi)        the compliance of the provisions and contents of and
                          the manner and formalities applicable to the execution
                          of the Mortgages and Loans and any documents connected
                          with them or the making of any advance intended to be
                          secured by them or with any applicable laws or
                          regulations (including Consumer Credit Legislation);

              (xii)       the failure of any Approved Seller, the Servicer, the
                          Trust Manager or the Trustee to obtain or comply with
                          any Authorisation in connection with the origination,
                          sale purchase or administration of any of the
                          Mortgages or Loans or the making of any advances in
                          connection with them or the failure to effect or
                          procure registration of or to give notice to any
                          person in relation to or otherwise protect the
                          security created or purported to be created by or
                          pursuant to any of the Mortgages or Loans or other
                          documents entered into in connection with them;

              (xiii)      the failure to call for delivery of documents of title
                          to or require any transfers, legal mortgages, charges
                          or other further assurances in relation to any of the
                          assets the subject matter of any of the Transaction
                          Documents or any other document;

              (xiv)       any accounts, books, records or files maintained by
                          any Approved Seller, the Servicer, the Trustee, the
                          Trust Manager or any other person in respect of any of
                          the Mortgages or Loans; or

              (xv)        any other matter or thing relating to or in any way
                          connected with any Mortgage or Loan or any document
                          entered into in connection with them whether or not
                          similar to the above.


-------------------------------------------------------------------------------
                                                                        Page 26


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         (v)  The Note Trustee is not liable or responsible for any loss, cost,
              damages, expenses, liabilities or inconvenience which may result
              from anything done or omitted to be done by it in accordance with
              the provisions of this deed, any other Transaction Document or any
              other document.

         (w)  The Note Trustee is not liable in respect of it being treated as,
              or being deemed to be, a creditor, for the purposes of the
              Consumer Credit Legislation, in respect of any of the Mortgages.

         (x)  In connection with any proposed modification, waiver,
              authorisation or determination permitted by this deed, the Note
              Trustee shall not have regard to the consequences thereof for
              individual US$ Noteholders resulting from their being for any
              purpose domiciled or resident in, or otherwise connected with, or
              subject to, the jurisdiction of any particular territory.

         (y)  Except as otherwise provided in this deed or any other Transaction
              Document, the Note Trustee shall have no responsibility for the
              maintenance of any rating of any US$ Notes by a Designated Rating
              Agency or any other credit-rating agency or any other person.

         (z)  The Note Trustee shall be under no obligation to monitor or
              supervise the functions of any person under any Authorised
              Investment, Support Facility, Mortgage, Loan or Transaction
              Document or any other deed, agreement or arrangement incidental to
              any of the above , and is entitled, in the absence of actual
              knowledge of a breach of duty or obligation, to assume that any
              person is properly performing its obligations in accordance with
              each Transaction Document.

         (aa) The Note Trustee acknowledges that the Trust Manager is
              responsible, under the Series Notice, for calculating all amounts
              referred to in clause 6.2 of the Series Notice (other than
              calculations required to be made by the Calculation Agent under
              the Agency Agreement) and the Note Trustee has no liability in
              respect of these calculations.

         The Note Trustee shall comply with section 311(a) of the TIA, excluding
         any creditor relationship listed in section 311(b) of the TIA. A Note
         Trustee who has resigned or been removed shall be subject to section
         311(a) of TIA only to the extent required by the TIA.

13.2     EXAMINATION OF DOCUMENTS

         The Note Trustee shall examine the evidence furnished to it pursuant to
         section 314 of the TIA to determine whether the opinions, searches,
         reports, certificates, valuations and investigations delivered or
         obtained or required to be delivered or obtained at any time in
         connection with any Mortgage or Loan conform to the requirements of
         this deed.

14.      NOTE TRUSTEE'S LIABILITY

--------------------------------------------------------------------------------

14.1     NO EXEMPTION FROM LIABILITY

         Nothing in this deed shall exempt the Note Trustee from or indemnify it
         against any liability for breach of trust or any liability in respect
         of any fraud, negligence or wilful default of which it may be guilty in
         relation to its duties under this deed.


-------------------------------------------------------------------------------
                                                                        Page 27


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

14.2     OCCURRENCE OF AN EVENT OF DEFAULT

         In the case of an Event of Default, the Note Trustee shall exercise,
         with respect to the rights and powers vested in it by this deed, the
         same degree of care and skill as a prudent person would exercise under
         the circumstances in the conduct of such person's affairs.

15.      DELEGATION BY NOTE TRUSTEE

--------------------------------------------------------------------------------

         (a)  The Note Trustee may whenever it thinks fit delegate by power of
              attorney or otherwise to any person or persons for any period
              (whether exceeding one year or not) or indefinitely all or any of
              the trusts, powers and authorities vested in the Note Trustee by
              this deed and that delegation may be made upon any terms and
              subject to any conditions (including power to sub-delegate) and
              subject to any regulations as the Note Trustee may in the
              interests of the US$ Noteholders think fit, provided that
              appointment does not have an adverse effect on the ratings of the
              US$ Notes.

         (b)  If the Note Trustee exercises reasonable care in the selection of
              a delegate under paragraph (a), the Note Trustee shall not be
              required to supervise the actions of the delegate and shall not in
              any way be responsible for any loss incurred by reason of any
              misconduct or default on the part of any delegate or sub-delegate.
              The Note Trustee must within a reasonable time prior to any
              delegation or any renewal, extension or termination of any
              delegation give notice of it to the Trustee and each Designated
              Rating Agency.

16.      EMPLOYMENT OF AGENT BY NOTE TRUSTEE

--------------------------------------------------------------------------------

         The Note Trustee may in the conduct of the trusts of this deed instead
         of acting personally employ and pay an agent, whether being a lawyer or
         other professional person, to transact or concur in transacting any
         business and to do or concur in doing all acts required to be done in
         connection with the trusts of this deed provided that the use of such
         an agent does not have an adverse effect on the ratings of the US$
         Notes. So long as the Note Trustee exercises reasonable care in the
         selection of that agent, the Note Trustee shall not be required to
         supervise the actions of the agent and shall not in any way be
         responsible for any loss incurred by reason of any misconduct or
         default on the part of that agent.

         Any trustee of this deed which is a lawyer, accountant, broker or other
         person engaged in any profession or business is entitled to charge and
         be paid all usual professional and other charges for business
         transacted and acts done by him or his firm in connection with the
         trusts of this deed and also his reasonable charges in addition to
         disbursements for all other work and business done and all time spent
         by him or his firm in connection with matters arising in connection
         with this deed. Those charges will be for the account of the Note
         Trustee unless agreed otherwise who shall be reimbursed by the Trustee
         under clause 12.

17.      NOTE TRUSTEE CONTRACTING WITH TRUSTEE

--------------------------------------------------------------------------------

         Neither the Note Trustee nor any director or officer of a corporation
         acting as a trustee under this deed, nor the Security Trustee, is by
         reason of its or their fiduciary position in any way precluded


-------------------------------------------------------------------------------
                                                                        Page 28


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         from entering into or being interested in any contract or financial or
         other transaction or arrangement with the Trustee or any other party to
         any of the Transaction Documents or any person or body corporate
         associated with the Trustee including any contract, transaction or
         arrangement of a banking or insurance nature or any contract,
         transaction or arrangement in relation to the making of loans or the
         provision of financial facilities to or the purchase, placing or
         underwriting of or subscribing or procuring subscriptions for or
         otherwise acquiring holding or dealing with any US$ Notes, or any other
         bonds, stocks, shares, debenture stock, debentures, notes or other
         securities of the Trustee or any other party to any of the Transaction
         Documents or any related person or body corporate or from accepting or
         holding the trusteeship of any other trust deed constituting or
         securing any other securities issued by or relating to the Trustee or
         any other party to any of the Transaction Documents or any related
         person or body corporate or any other office of profit under the
         Trustee or any other party to any of the Transaction Documents or any
         related person or body corporate and shall be entitled to retain and
         shall not be in any way liable to account for any profit made or share
         of brokerage or commission or remuneration or other benefit received or
         in connection with any of those arrangements.

18.      WAIVER

--------------------------------------------------------------------------------

         (a)      The Note Trustee may without prejudice to its rights in
                  respect of any subsequent breach, condition, event or act from
                  time to time and at any time (but only if, and in so far as,
                  in its opinion the interests of any of the US$ Noteholders are
                  not materially prejudiced and the rights of the US$
                  Noteholders to receive principal and interest in respect of
                  the US$ Notes are not affected), waive or authorise on any
                  terms and subject to any conditions as it sees fit and proper:

                  (i)     any breach or proposed breach by the Trustee or the
                          Trust Manager of any of the covenants or provisions
                          contained in this deed or in the US$ Notes (including
                          the Conditions) or any other Transaction Document (as
                          to which evidence of a breach of one US$ Note in a
                          Class shall be deemed evidence of a breach of all US$
                          Notes in that Class); or

                  (ii)    determine that any condition, event or act which
                          constitutes, or which with the giving of notice, the
                          lapse of time or the issue of a certificate would
                          constitute, but for that determination, an Event of
                          Default shall not, or shall not subject to specified
                          conditions, be so treated for the purposes of this
                          deed,

                  but the Note Trustee shall not exercise any powers conferred
                  on it by this clause in contravention of any express direction
                  given by an Extraordinary Resolution. No direction or request
                  shall affect any waiver, authorisation or determination given
                  or made by the Note Trustee prior to any express direction
                  given by the US$ Noteholders pursuant to an Extraordinary
                  Resolution.

         (b)      Any waiver, authorisation or determination under this clause
                  is binding on the US$ Noteholders and if, but only if, the
                  Note Trustee so requires, shall be notified by the Trustee to
                  the US$ Noteholders in accordance with Condition 12 as soon as
                  practicable.


-------------------------------------------------------------------------------
                                                                        Page 29


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

19.      AMENDMENT

--------------------------------------------------------------------------------

19.1     APPROVAL

         The Note Trustee, the Trust Manager and the Trustee may, following the
         giving of notice to each Designated Rating Agency, by way of
         supplemental deed alter, add to or modify this deed (including this
         clause 19) or the Conditions so long as that alteration, addition or
         modification is:

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

         (b)       in the opinion of the Note Trustee necessary to comply with
                   the provisions of any law or regulation or with the
                   requirements of any Government Agency;

         (c)       in the opinion of the Note Trustee appropriate or expedient
                   as a consequence of an amendment to any law or regulation or
                   altered requirements of any Government Agency (including,
                   without limitation, an alteration, addition or modification
                   which is in the opinion of the Note Trustee appropriate or
                   expedient as a consequence of the enactment of a law or
                   regulation or an amendment to any law or regulation or ruling
                   by the Commissioner or Deputy Commissioner of Taxation or any
                   governmental announcement or statement, in any case which has
                   or may have the effect of altering the manner or basis of
                   taxation of trusts generally or of trusts similar to the
                   Trust); or

         (d)       in the opinion of the Note Trustee not materially prejudicial
                   nor likely to be materially prejudicial to the interests of
                   the US$ Noteholders as a whole or a Class of US$ Noteholders,

         and in the manner, and to the extent, permitted by the Transaction
         Documents.

19.2     EXTRAORDINARY RESOLUTION OF NOTEHOLDERS

         Where in the opinion of the Note Trustee a proposed alteration,
         addition or modification to this deed, other than an alteration,
         addition or modification referred to in clause 19.1, is materially
         prejudicial or likely to be materially prejudicial to the interest of
         US$ Noteholders as a whole or a Class of US$ Noteholders, the Note
         Trustee, the Trust Manager and the Trustee may make that alteration,
         addition or modification if sanctioned by an Extraordinary Resolution
         of all the US$ Noteholders or that Class of US$ Noteholders (as the
         case may be).

19.3     DISTRIBUTION OF AMENDMENTS

         The Trust Manager shall distribute to all US$ Noteholders a copy of any
         amendments made under clause 19.1 or 19.2 under Condition 12 as soon as
         reasonably practicable after the amendment has been made.

19.4     AMENDMENTS BINDING

         Any amendment under this clause is binding on the US$ Noteholders.

19.5     CONFORMITY WITH TIA

         Every amendment of this deed executed pursuant to this clause 19 shall
         conform to the requirements of the TIA as then in effect so long as
         this deed shall then be qualified under the TIA.


-------------------------------------------------------------------------------
                                                                        Page 30


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

20.      US$ NOTEHOLDERS

--------------------------------------------------------------------------------

20.1     ABSOLUTE OWNER

         (a)       The Trustee, the Trust Manager, the Security Trustee, the
                   Note Trustee and any Paying Agent may treat the registered
                   holder of any Definitive Note as the absolute owner of that
                   Definitive Note (whether or not that Definitive Note is
                   overdue and despite any notation or notice to the contrary or
                   writing on it or any notice of trust or other interest in it)
                   for the purpose of making payment and for all purposes and
                   none of the Trustee, the Trust Manager, the Security Trustee,
                   the Note Trustee or the Paying Agents is affected by any
                   notice to the contrary.

         (b)       So long as the US$ Notes, or any of them, are represented by
                   a Global Note, the Trustee, the Trust Manager, the Security
                   Trustee, the Note Trustee and any Paying Agent may treat the
                   person for the time being shown in the records of the
                   Clearing Agency as the holder of any US$ Notes as the
                   absolute owner of those US$ Notes and the Trustee, the Trust
                   Manager, the Security Trustee, the Note Trustee and the
                   Paying Agents are not affected by any notice to the contrary,
                   but without prejudice to the entitlement of the registered
                   holder of the Global Note to be paid principal and interest
                   on the Global Note in accordance with its terms. Without
                   limitation, notices to the US$ Noteholders may be given by
                   delivery of the relevant notice to the Clearing Agency as the
                   holder of the US$ Notes for communication by them to entitled
                   account holders.

         (c)       Provided the Trustee, the Note Trustee or the Security
                   Trustee (as the case may be) (or a Paying Agent on behalf of
                   the Trustee, the Note Trustee, or the Security Trustee (as
                   the case may be)) pays the registered holder of the Global
                   Notes in accordance with the Transaction Documents, each Note
                   Owner shall have no claim directly against the Trustee, the
                   Note Trustee or the Security Trustee (as the case may be) in
                   respect of payment due on any US$ Notes for so long as those
                   US$ Notes are represented by a Global Note.

         (d)       Without limiting the preceding paragraphs of this clause
                   20.1, all payments made to a Note Owner in respect of a US$
                   Note under this clause (or, in the case of a Global Note, to
                   or to the order of the registered holder of the Global Note)
                   shall be valid and, to the extent of the sums so paid,
                   effective to satisfy and discharge the liability for the
                   moneys payable upon those US$ Notes.

20.2     CLEARING SYSTEM CERTIFICATE

         The Trustee, the Trust Manager, the Security Trustee and the Note
         Trustee may call for and shall be at liberty to accept and place full
         reliance on as sufficient evidence a certificate or letter or
         confirmation signed on behalf of a Clearing Agency or any form of
         record made by it to the effect that at any particular time or
         throughout any particular period any particular person is, was, or will
         be, shown in its records as entitled to a particular interest in a
         Global Note.


-------------------------------------------------------------------------------
                                                                        Page 31


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

21.      CURRENCY INDEMNITY

--------------------------------------------------------------------------------

         Subject to this deed, including clause 29, the Trustee indemnifies the
         Note Trustee and the US$ Noteholders and keeps them indemnified
         against:

         (a)       any loss or damage incurred by any of them arising from the
                   non-payment by the Trustee of any US$ due to the Note Trustee
                   or the relevant US$ Noteholders under this deed or the
                   relevant US$ Notes by reason of any variation in the rates of
                   exchange between those used for the purposes of calculating
                   the amount due under a judgment or order in respect of that
                   payment, which amount is expressed in a currency other than
                   US$, and under which the Note Trustee or the US$ Noteholders
                   do not have an option to have that judgment or order
                   expressed in US$, and those prevailing at the date of actual
                   payment by the Trustee; and

         (b)       any deficiency arising or resulting from any variation in
                   rates of exchange between:

                   (i)    the date (if any) as of which the non-US$ currency
                          equivalent of the US$ amounts due or contingently due
                          under this deed (other than this clause) or in respect
                          of the relevant US$ Notes is calculated for the
                          purposes of any bankruptcy, insolvency or liquidation
                          of the Trustee; and

                   (ii)   the final date for ascertaining the amount of claims
                          in that bankruptcy, insolvency or liquidation provided
                          that in that bankruptcy, insolvency or liquidation
                          claims are required to be made in a currency other
                          than US$.

                   The amount of that deficiency shall not be reduced by any
                   variation in rates of exchange occurring between that final
                   date and the date of any distribution of assets in connection
                   with that bankruptcy, insolvency or liquidation.

         (c)       The indemnities in this clause are obligations of the Trustee
                   separate and independent from its obligations under the US$
                   Notes and apply irrespective of any time or indulgence
                   granted by the Note Trustee or the US$ Noteholders from time
                   to time and shall continue in full force and effect despite
                   the judgment or filing of any proof or proofs in any
                   bankruptcy, insolvency or liquidation of the Trustee for a
                   liquidated sum or sums in respect of amounts due under this
                   deed (other than this clause) or the US$ Notes. Any
                   deficiency will constitute a loss suffered by the US$
                   Noteholders and no proof or evidence of any actual loss shall
                   be required by the Trustee or its liquidator.

22.      NEW NOTE TRUSTEES

--------------------------------------------------------------------------------

22.1     APPOINTMENT BY TRUSTEE

         The Trustee may at the direction of the Trust Manager at any time
         appoint a new Note Trustee of this deed who has previously been
         approved by an Extraordinary Resolution of the US$ Noteholders. One or
         more persons may hold office as Note Trustee or Note Trustees of this
         deed but that Note Trustee or those Note Trustees must be or include a
         Trust Corporation. Whenever there are more than two Note Trustees of
         this deed the majority of those Note Trustees are competent to execute


-------------------------------------------------------------------------------
                                                                        Page 32


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         and exercise all the duties, powers, trusts, authorities and
         discretions vested in the Note Trustee by this deed if a Trust
         Corporation is included in that majority.

22.2     APPOINTMENT BY NOTE TRUSTEE

         (a)       The Note Trustee may, on 30 days prior written notice to the
                   Trustee, the Trust Manager, the Principal Paying Agent and
                   the US$ Noteholders (in accordance with Condition 12),
                   appoint any person established or resident in any
                   jurisdiction (whether a Trust Corporation or not) to act
                   either as a separate Note Trustee or as a co-Note Trustee
                   jointly with the Note Trustee:

                   (i)    if the Note Trustee considers that appointment to be
                          in the interests of the US$ Noteholders;

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

                   (iii)  for the purposes of obtaining a judgment in any
                          jurisdiction or the enforcement in any jurisdiction of
                          either a judgment already obtained or any of the
                          provisions of this deed against the Trustee.

         (b)       Subject to the provisions of this deed, a person appointed
                   under paragraph (a) has all trusts, powers, authorities and
                   discretions (not exceeding those conferred on the Note
                   Trustee by this deed) and all duties and obligations
                   conferred or imposed by the instrument of appointment.

         (c)       The Note Trustee may remove any person appointed under this
                   clause. The remuneration of any person appointed under this
                   clause together with any costs, charges and expenses properly
                   incurred by it in performing its function as Note Trustee or
                   co-Note Trustee will be costs, charges and expenses incurred
                   by the Note Trustee under this deed who shall be reimbursed
                   by the Trustee under clause 12.

22.3     NOTICE

         The Note Trustee shall notify each Designated Rating Agency of any
         appointment of a new Note Trustee or its retirement or removal as soon
         as practicable.

22.4     REQUIREMENT FOR NOTE TRUSTEE

         Notwithstanding anything in this deed to the contrary, no person shall
         become a Note Trustee under this deed unless it meets the requirements
         of Section 26(a)(1) of the United States Investment Company Act of
         1940, as amended (the INVESTMENT COMPANY ACT).

23.      NOTE TRUSTEE'S RETIREMENT AND REMOVAL

--------------------------------------------------------------------------------

23.1     REMOVAL BY TRUSTEE

         The Trustee (or the Trust Manager on its behalf after informing the
         Trustee of its intention to do so) may at any time terminate the
         appointment of the Note Trustee by giving written notice to that


-------------------------------------------------------------------------------
                                                                        Page 33


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         effect to each Designated Rating Agency and the Note Trustee with
         effect immediately on that notice, if any of the following occurs in
         relation to the Note Trustee:

         (a)      an Insolvency Event has occurred in relation to the Note
                  Trustee;

         (b)      the Note Trustee has ceased its business;

         (c)      the Note Trustee fails to comply with any of its obligations
                  under any Transaction Document and such failure has had or, if
                  continued will have, a Material Adverse Effect (as determined
                  by the Trustee), and, if capable of remedy, the Note Trustee
                  does not remedy within 14 days after the earlier of:

                   (i)    the Note Trustee becoming aware of that failure; and

                   (ii)   receipt by the Note Trustee of a written notice with
                          respect thereto from either the Trustee or the Trust
                          Manager; or

         (d)      the Note Trustee fails to satisfy any obligation imposed on it
                  under the TIA with respect to the Trust or this deed or comply
                  with clause 23.6.

23.2     REMOVAL BY US$ NOTEHOLDERS

         The US$ Noteholders may resolve by Extraordinary Resolution to require
         the Trustee to remove the Note Trustee or Note Trustees for the time
         being of this deed.

23.3     RESIGNATION

         Subject to this clause 23, the Note Trustee may resign its appointment
         under this deed at any time by giving to the Trustee, the Trust
         Manager, the Security Trustee and each Designated Rating Agency not
         less than 3 months written notice to that effect. Notwithstanding the
         preceding sentence, the Note Trustee shall not resign its appointment
         under this deed until a successor Note Trustee meeting the requirements
         set forth in clauses 22.4 and 23.6 has been appointed and has accepted
         its appointment as Note Trustee under this deed as provided in clause
         23.5.

23.4     TRUST CORPORATION

         Each of the Trustee and the Trust Manager undertakes that if the only
         Note Trustee which is a Trust Corporation retires or is removed it will
         use reasonable endeavours to appoint a new Note Trustee of this deed
         which is a Trust Corporation as soon as reasonably practicable. The
         retirement or removal of any Note Trustee shall not become effective
         until a successor Note Trustee which is a Trust Corporation is
         appointed. The Trust Manager must assist the Trustee to appoint a new
         Note Trustee of this deed. If the Trustee fails to appoint a new Note
         Trustee within three months from such retirement or removal, the Note
         Trustee shall be entitled to appoint a new Note Trustee which is a
         Trust Corporation and such appointment shall be deemed to have been
         made under clause 22.2 of this deed.

23.5     SUCCESSOR TO NOTE TRUSTEE

         (a)      On the execution by the Trustee, the Trust Manager and any
                  successor Note Trustee of an instrument effecting the
                  appointment of that successor Note Trustee, that successor
                  Note Trustee shall, without any further act, deed or
                  conveyance, become vested with all the authority, rights,
                  powers, trusts, immunities, duties and obligations of the
                  predecessor Note


-------------------------------------------------------------------------------
                                                                        Page 34


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------



                  Trustee with effect as if originally named as Note Trustee in
                  this deed and the Transaction Documents and that predecessor
                  Note Trustee, on payment to it of the pro rata proportion of
                  its fee and disbursements then unpaid (if any), shall have no
                  further liabilities under this deed, except for any accrued
                  liabilities arising from or relating to any act or omission
                  occurring prior to the date on which the successor Note
                  Trustee is appointed.

         (b)      Any corporation:

                  (i)    into which the Note Trustee is merged;

                  (ii)   with which the Note Trustee is consolidated;

                  (iii)  resulting from any merger or consolidation to which the
                         Note Trustee is a party;

                  (iv)   to which the Note Trustee sells or otherwise transfers
                         all or substantially all the assets of its corporate
                         trust business,

                  shall, on the date when that merger, conversion,
                  consolidation, sale or transfer becomes effective and to the
                  extent permitted by applicable law, become the successor Note
                  Trustee under this deed without the execution or filing of any
                  agreement or document or any further act on the part of the
                  parties to this deed, unless otherwise required by the Trustee
                  or the Trust Manager, and after that effective date all
                  references in this deed to the Note Trustee shall be
                  references to that corporation.

         (c)      If no other person can be found to act as Note Trustee, the
                  US$ Noteholders may elect a Note Trustee from among the
                  holders of the US$ Notes.

23.6     ELIGIBILITY; DISQUALIFICATION

         (a)      The Note Trustee shall at all times satisfy the requirements
                  of section 310(a) of the TIA.

         (b)      The Note Trustee shall have a combined capital and surplus (as
                  those terms are used in the TIA) of at least US$50,000,000 as
                  set forth in its most recent published annual report of
                  condition.

         (c)      The Note Trustee shall comply with section 310(b) of the TIA,
                  provided that any indenture or indentures under which other
                  securities of the Trustee are outstanding shall be excluded
                  from the operation of section 310(b)(1) of the TIA for the
                  purposes of paragraph (b) if the requirements for such
                  exclusion set out in section 310(b)(1) of the TIA are met.

24.      NOTE TRUSTEE'S POWERS ADDITIONAL

--------------------------------------------------------------------------------

         The powers conferred upon the Note Trustee by this deed shall be in
         addition to any powers which may from time to time be vested in the
         Note Trustee by the general law or as a holder of any of the US$ Notes.

25.      SEVERABILITY OF PROVISIONS

--------------------------------------------------------------------------------

         Any provision of this deed which is prohibited or unenforceable in any
         jurisdiction is ineffective as to that jurisdiction to the extent of
         the prohibition or unenforceability. That does not invalidate the


-------------------------------------------------------------------------------
                                                                        Page 35


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         remaining provisions of this deed nor affect the validity or
         enforceability of that provision in any other jurisdiction.

26.      NOTICES

--------------------------------------------------------------------------------

26.1     GENERAL

         All notices, requests, demands, consents, approvals, agreements or
         other communications to or by a party to this deed:

         (a)      must be in writing;

         (b)      must be signed by an Authorised Signatory of the sender; and

         (c)      will be taken to be duly given or made:

                  (i)    (in the case of delivery in person or by post) when
                         delivered, received or left at the address of the
                         recipient shown in clause 26.2 or to any other address
                         which may have been notified by the recipient to the
                         sender under this clause 26;

                  (ii)   (in the case of facsimile transmission) on receipt of a
                         transmission report confirming successful transmission
                         to the number shown in clause 26.2 or any other number
                         notified by the recipient to the sender under this
                         clause 26; and

                  (iii)  (in the case of a telex) on receipt by the sender of
                         the answerback code of the recipient at the end of
                         transmission to the number shown in clause 26.2 or any
                         other number notified by the recipient to the sender
                         under this clause 26,

                  but if delivery or receipt is on a day on which business is
                  not generally carried on in the place to which the
                  communication is sent or is later than 4.00 pm (local time),
                  it will be taken to have been duly given or made at the
                  commencement of business on the next day on which business is
                  generally carried on in that place. Any party may by notice to
                  each party change its address, facsimile and telex under this
                  clause 26.1.

26.2     DETAILS

         The address, facsimile and telex of each person to whom notices may be
         sent at the date of this deed are as follows:

         THE TRUSTEE

         PERPETUAL TRUSTEES VICTORIA LIMITED
         Level 7
         9 Castlereagh Street
         Sydney  NSW  2000
         Australia

         Tel:              61 2 9229 9000
         Fax:              61 2 9221 7870
         Attention:        Manager, Securitisation


-------------------------------------------------------------------------------
                                                                        Page 36


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         THE TRUST MANAGER

         INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED
         Level 28
         367 Collins Street
         Melbourne  VIC  3000
         Australia

         Tel:              61 3 9612 1111
         Fax:              61 3 9621 2368
         Attention:        Chief Executive Officer

         THE NOTE TRUSTEE

         THE BANK OF NEW YORK, NEW YORK BRANCH
         101 Barclay Street
         21W
         New York  New York  10286
         United States

         Tel:              44 207 964 6396 (c/o London)
         Telex:            N/A
         Fax:              44 207 964 6061 (c/o London)
         Attention:        Corporate Trust - Global Structured Finance

         With a copy to:

         THE BANK OF NEW YORK, LONDON BRANCH
         One Canada Square
         London, E14 5AL
         United Kingdom

27.      GOVERNING LAW AND JURISDICTION

--------------------------------------------------------------------------------

         This deed and the trust constituted under this deed are governed by the
         law of New South Wales, Australia. The parties submit to the
         non-exclusive jurisdiction of courts exercising jurisdiction there. The
         administration of the trust constituted under this deed, including the
         exercise of the Note Trustee's powers under clauses 13 and 34 of this
         deed and its standard of care under clause 14 are governed by the law
         of the State of New York and in the event of any inconsistency between
         the operation of the law of New South Wales, Australia and the law of
         the State of New York in respect of the application of those powers and
         that standard of care, the law of the State of New York will prevail to
         the extent of the inconsistency.


-------------------------------------------------------------------------------
                                                                        Page 37


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

28.      COUNTERPARTS

--------------------------------------------------------------------------------

         This deed may be executed in any number of counterparts. All
         counterparts together will be taken to constitute one instrument.

29.      LIMITED RECOURSE

--------------------------------------------------------------------------------

29.1     GENERAL

         Clause 32 of the Master Trust Deed (as amended by the Series Notice)
         applies to the obligations and liabilities of the Trustee and the Trust
         Manager under this deed.

29.2     LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

         Without limiting the generality of clause 29.1, clause 32.16 of the
         Master Trust Deed (as amended by the Series Notice) is incorporated
         into this agreement as if set out in full.

29.3     UNRESTRICTED REMEDIES

         Nothing in this clause 29 limits a party in:

         (a)      obtaining an injunction or other order to restrain any breach
                  of this agreement by any party;

         (b)      obtaining declaratory relief; or

         (c)      in relation to its rights under the Security Trust Deed.

29.4     RESTRICTED REMEDIES

         Except as provided in clause 29.1 and subject to clause 29.3, a party
         shall not:

         (a)      (STATUTORY DEMAND) issue any demand under s459E(1) of the
                  Corporations Act (or any analogous provision under any other
                  law) against the Trustee;

         (b)      (WINDING UP) apply for the winding up or dissolution of the
                  Trustee;

         (c)      (EXECUTION) levy or enforce any distress or other execution
                  to, on, or against any assets of the Trustee (other than the
                  Trust Assets);

         (d)      (COURT APPOINTED RECEIVER) apply for the appointment by a
                  court or a receiver to any of the assets of the Trustee (other
                  than the Trust Assets);

         (e)      (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
                  set-off or counterclaim against the Trustee (other than in
                  respect of the Trust Assets); or

         (f)      (ADMINISTRATOR) appoint, or agree to the appointment of, any
                  administrator to the Trustee,

         or take proceedings for any of the above and a party waives its rights
         to make those applications and take those proceedings.

30.      SUCCESSOR TRUSTEE

--------------------------------------------------------------------------------

         The Note Trustee shall do all things reasonably necessary to enable any
         successor Trustee appointed under clause 23 of the Master Trust Deed to
         become the Trustee under this deed.


-------------------------------------------------------------------------------
                                                                        Page 38


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

31.      REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE

--------------------------------------------------------------------------------

         Where the Note Trustee is required to express an opinion or make a
         determination or calculation under this deed or the other Transaction
         Documents, the Note Trustee may appoint or engage such independent
         advisors including any of the persons referred to in clause 13.1(a) as
         the Note Trustee reasonably requires to assist in the giving of that
         opinion or the making of that determination or calculation and any
         costs and expenses properly incurred by and payable to those advisors
         will be reimbursed to the Note Trustee by the Trustee or if another
         person is expressly stated in the relevant provision in a Transaction
         Document, that person.

32.      NO LIABILITY

--------------------------------------------------------------------------------

         Without limitation the Note Trustee shall not be liable (subject to the
         mandatory requirements of the TIA) for:

         (a)      any decline or loss directly or indirectly arising from the
                  Note Trustee acting or failing to act as a consequence of an
                  opinion reached by it, except for the negligence, fraud or
                  wilful default of the Note Trustee; and

         (b)      any loss, expense or liability which may be suffered as a
                  result of any assets secured by the Security Trust Deed, the
                  Mortgaged Property (or any other property) or any deeds or
                  documents of title thereto being uninsured or inadequately
                  insured or being held by or to the order of any clearing
                  organisations or their operator or by any person on behalf of
                  the Security Trustee or the Note Trustee, except for the
                  negligence, fraud or wilful default of the Note Trustee.

33.      INFORMATION MEMORANDUM

--------------------------------------------------------------------------------

         The Note Trustee has no responsibility for any statement or information
         in or omission from any information memorandum, advertisement, circular
         or other document issued by or on behalf of the Trustee or Trust
         Manager, including in connection with the issue of Notes. Neither the
         Trustee nor the Trust Manager may publish or permit to be published any
         such document in connection with the offer of Notes or an invitation
         for subscriptions for Notes containing any statement which makes
         reference to the Note Trustee without the prior written consent of the
         Note Trustee, which consent must not be unreasonably withheld. In
         considering whether to give its consent, the Note Trustee is not
         required to take into account the interests of the Noteholders.

34.      NOTE TRUSTEE'S LIMITED LIABILITY

--------------------------------------------------------------------------------

         Without prejudice to any indemnity allowed by law or elsewhere in this
         deed given to the Note Trustee, it is expressly declared as follows.

34.1     RELIANCE ON CERTIFICATES

         The Note Trustee shall be entitled to call for and rely on a
         certificate or any letter of confirmation or explanation reasonably
         believed by it to be genuine, of the Trustee, the Trust Manager, any
         Paying


-------------------------------------------------------------------------------
                                                                        Page 39


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------




         Agent, the Calculation Agent or any Designated Rating Agency in
         respect of every manner and circumstance for which a certificate is
         expressly provided for under this deed or in respect of the rating of
         any of the US$ Notes or the Conditions and the Note Trustee is not
         bound in any such case to call for further evidence.

         The Note Trustee shall not incur any liability in respect of any action
         taken or thing suffered by it in reliance on any notice, resolution,
         direction, consent, certificate, receipt, affidavit, statement,
         valuation report or other document (including any of the above
         submitted or provided by the Trust Manager, a Noteholder or the
         Trustee) which it has no reason to believe is not genuine, signed by
         the proper parties and with appropriate authority.

         In preparing any notice, certificate, advice or proposal the Note
         Trustee shall be entitled to assume that each person under any
         Authorised Investment, Support Facility, Mortgage, Loan, other
         Transaction Document or any other deed, agreement or arrangement
         incidental to any of the above or to any Trust, will perform their
         obligations under those documents in full by the due date and otherwise
         in accordance with their terms.

34.2     NOTE TRUSTEE'S RELIANCE ON TRUST MANAGER OR SECURITY TRUSTEE

         (a)      (AUTHORISED SIGNATORIES ARE SUFFICIENT EVIDENCE) Subject to
                  clause 13.2, whenever any certificate, notice, proposal,
                  direction, instruction or other communication is to be given
                  by the Trust Manager or the Security Trustee to the Note
                  Trustee, the Note Trustee may accept as sufficient the form
                  and content of a document unless it has reason to believe that
                  the relevant document was not signed on behalf of the Trust
                  Manager or the Security Trustee (as the case may be) or by any
                  Authorised Signatory of the Trust Manager or the Security
                  Trustee (as the case may be).

         (b)      (NOTE TRUSTEE NOT LIABLE FOR LOSS) The Note Trustee shall not
                  be responsible for any loss arising from any act, neglect,
                  mistake or discrepancy of the Trust Manager or the Security
                  Trustee or any officer, employee, agent or delegate of the
                  Trust Manager or the Security Trustee in preparing any such
                  document or in compiling, verifying or calculating any matter
                  or information contained in any such document, if the officers
                  of the Note Trustee responsible for the administration of the
                  Trust are not actually aware, or should not reasonably have
                  been aware, that such document is not genuine and correct,
                  whether or not an error in any such information, document,
                  form or list is reproduced by the Note Trustee in any step
                  taken by it.

34.3     COMPLIANCE WITH LAWS

         The Note Trustee shall not incur any liability to anyone in respect of
         any failure to perform or to do any act or thing which by reason of any
         provision of any relevant present or future law of any place or any
         ordinance, rule, regulation or by law or of any decree, order or
         judgement of any competent court or other tribunal, the Note Trustee
         shall be hindered, prevented or forbidden from doing or performing.


-------------------------------------------------------------------------------
                                                                        Page 40


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

34.4     RELIANCE ON EXPERTS

         The Note Trustee may act on the opinion or statement or certificate or
         advice of or information obtained from the Security Trustee, attorneys,
         barristers or solicitors (whether instructed by the Note Trustee or
         not), bankers, accountants, brokers, valuers and other persons believed
         by it in good faith to be expert or properly informed in relation to
         the matters on which they are consulted and the Note Trustee shall not
         be liable for anything done or suffered by it in good faith in reliance
         on such opinion, statement, certificate, advice or information.

34.5     OVERSIGHTS OF OTHERS

         Subject to this deed, the Note Trustee shall not be responsible for any
         act, omission, misconduct, mistake, oversight, error of judgement,
         forgetfulness or want of prudence on the part of any attorney, banker,
         receiver, barrister, solicitor, agent, any person or agent appointed by
         the Note Trustee and on whom the Note Trustee is entitled to rely under
         this deed (other than a Related Corporation) or other person acting as
         agent or advisor to the Note Trustee.

34.6     IMPOSSIBILITY OR IMPRACTICABILITY

         If for any reason whatsoever it becomes impossible or impracticable to
         carry out any or all of the provisions of this deed or any other
         Transaction Document, the Note Trustee shall not be under any liability
         nor shall it incur any liability by reason of any error of law or any
         matter or thing done or suffered or omitted to be done in good faith by
         it or its officers, employees, agents or delegates except to the extent
         of its own fraud, negligence or wilful default.

34.7     LEGAL AND OTHER PROCEEDINGS

         (a)      (INDEMNITY FOR LEGAL COSTS) The Note Trustee shall be
                  indemnified out of the Trust for all legal costs and
                  disbursements and all other costs, disbursements, outgoings
                  and expenses incurred by the Note Trustee in connection with:

                  (i)    the enforcement or contemplated enforcement of, or
                         preservation of rights under; and

                  (ii)   without limiting the generality of paragraph (i) above,
                         the initiation, defence, carriage and settlement of any
                         action, suit, proceeding or dispute in respect of;

                  this deed or any other Transaction Document or otherwise under
                  or in respect of the Trust provided that the enforcement,
                  contemplated enforcement or preservation by the Note Trustee
                  of the rights referred to in sub-paragraph (i) or the court
                  proceedings referred to in paragraph (ii) (other than in each
                  case the defence of any action, suit, proceeding or dispute
                  brought against the Note Trustee), and the basis of incurring
                  any of those costs, disbursements, outgoings and expenses by
                  the Note Trustee:

                  (iii)  has been approved in advance by an Extraordinary
                         Resolution of the US$ Noteholders; or

                  (iv)   the Note Trustee reasonably considers the incurring of
                         those costs, disbursements, outgoings and expenses to
                         be necessary to protect the Note Trustee against
                         potential personal liability.


-------------------------------------------------------------------------------
                                                                        Page 41


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         (b)      (DEFENCE OF PROCEEDINGS ALLEGING NEGLIGENCE, ETC.) The Note
                  Trustee shall be entitled to claim in respect of the above
                  indemnity from the Trust for its expenses and liabilities
                  incurred in defending any action, suit, proceeding or dispute
                  in which fraud, negligence or wilful default is alleged or
                  claimed against it, but on the same being proved, accepted or
                  admitted by it, it shall from its personal assets immediately
                  repay to the Trust the amount previously paid by the Trust to
                  it in respect of that indemnity.

34.8     NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

         In the absence of fraud, negligence or wilful default on the Note
         Trustee's part or on the part of any of its officers or employees, or
         any agent or delegate, sub-agent, sub-delegate employed by the Note
         Trustee in accordance with this deed (and where this deed provides that
         the Note Trustee is liable for the acts or omissions of any such
         person) to carry out any transactions contemplated by this deed, the
         Note Trustee shall not be liable personally for any losses, costs,
         liabilities or claims arising from the failure to pay moneys on the due
         date for payment to any Noteholder or any other person or for any loss
         howsoever caused in respect of the Trust or to any Noteholder or other
         person.

34.9     FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

         Subject to clause 34.2, the Note Trustee shall not be liable:

         (a)      (FOR LOSS ON DIRECTION) for any losses, costs, damages or
                  expenses caused by its acting (in circumstances where this
                  deed requires it to act or contemplates that it may so act) on
                  any instruction or direction given to it by:

                  (i)    any Noteholder under this deed, any other Transaction
                         Document or any other document; or

                  (ii)   by any person under a Support Facility,

                  except to the extent that it is caused by the fraud,
                  negligence or wilful default of the Note Trustee, or any of
                  its officers or employees, or an agent, delegate, sub-agent or
                  sub-delegate employed by the Note Trustee in accordance with
                  this deed to carry out any transactions contemplated by this
                  deed;

         (b)      (FOR CERTAIN DEFAULTS) for any Trust Manager's Default;

         (c)      (FOR ACTS OF SECURITY TRUSTEE) without limiting the Note
                  Trustee's obligations or powers under the Transaction
                  Documents, for any act, omission or default of the Security
                  Trustee in relation to its obligations under the Transaction
                  Documents;

         (d)      (FOR ACTS OF PAYING AGENT) without limiting the Note Trustee's
                  obligations or powers under the Transaction Documents, for any
                  act, omission or default of a Paying Agent in relation to its
                  obligations under the Transaction Documents;

         (e)      (FOR ACTS OF CALCULATION AGENT) without limiting the Note
                  Trustee's obligations or powers under the Transaction
                  Documents, for any act, omission or default of the Calculation
                  Agent in relation to its obligations under the Transaction
                  Documents;

         (f)      (FOR FAILURE TO CARRY OUT AN AGREEMENT) for the failure of a
                  person to carry out an agreement with the Note Trustee in
                  connection with the Trust; or


-------------------------------------------------------------------------------
                                                                        Page 42


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         (g)      (FOR FAILURE TO CHECK CALCULATIONS, ETC) for any losses,
                  costs, liabilities or expenses caused by the Note Trustee's
                  failure to check any calculation, information, document, form
                  or list supplied or purported to be supplied to it by the
                  Trust Manager or the Security Trustee,

         except, in the case of paragraph (g), to the extent that it is caused
         by the fraud, negligence or breach of trust of the Note Trustee.

         Nothing in this clause 34.9 alone (but without limiting the operation
         of any other clause of this deed) shall imply a duty on the Note
         Trustee to supervise the Trust Manager or the Security Trustee in the
         performance of the Trust Manager's or the Security Trustee's functions
         and duties, and the exercise by the Trust Manager or the Security
         Trustee of its discretions.

34.10    CONFLICTS

                  (a)    (NO CONFLICT) Nothing in this deed shall prevent the
                         Note Trustee, the Trustee, any Dealer, the Trust
                         Manager, the Security Trustee or any Related
                         Corporation or Associate of any of them or their
                         directors or other officers (each a RELEVANT PERSON)
                         from:

                  (i)    subscribing for purchase, holding, dealing in or
                         disposing of any Notes;

                  (ii)   entering into any financial, banking, development,
                         insurance, agency, broking or other transaction with,
                         or providing any advice or services for the Trust; or

                  (iii)  being interested in any such contract or transaction or
                         otherwise at any time contracting or acting in any
                         capacity as representative or agent,

                  provided that notwithstanding anything else in this deed to
                  the contrary, the Note Trustee agrees that it shall not offer
                  or provide credit enhancement to the Trust.

         (b)      (NOT LIABLE TO ACCOUNT) A Relevant Person shall not be in any
                  way liable to account to any Noteholder or any other person
                  for any profits or benefits (including any profit, bank
                  charges, commission, exchange, brokerage and fees) made or
                  derived under or in connection with any transaction or
                  contract specified in paragraph (a) above.

         (c)      (FIDUCIARY RELATIONSHIP) A Relevant Person shall not by reason
                  of any fiduciary relationship be in any way precluded from
                  making any contracts or entering into any transactions with
                  any such person in the ordinary course of the business or from
                  undertaking any banking, financial, development, agency or
                  other services including any contract or transaction in
                  relation to the placing of or dealing with any investment and
                  the acceptance of any office or profit or any contract of loan
                  or deposits or other contract or transaction which any person
                  or company not being a party to this deed could or might have
                  lawfully entered into if not a party to this deed. A Relevant
                  Person shall not be accountable to any Noteholder or any other
                  person for any profits arising from any such contracts,
                  transactions or offices.


 34.11   INFORMATION

         Except for notices and other documents and information (if any)
         expressed to be required to be furnished to any person by the Note
         Trustee under this deed or any other Transaction Document, the Note
         Trustee shall not have any duty or responsibility to provide any person
         (including any


-------------------------------------------------------------------------------
                                                                        Page 43


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         Noteholder) with any credit or other information concerning the
         affairs, financial condition or business of the Trust.

34.12    INVESTIGATION BY NOTE TRUSTEE

         Each Noteholder acknowledges that:

         (a)      the Note Trustee has no duty, and is under no obligation, to
                  investigate whether a Trust Manager's Default has occurred in
                  relation to the Trust other than where it has actual notice;

         (b)      in making any such determination, the Note Trustee will seek
                  and rely on advice given to it by its advisors in a manner
                  contemplated by this deed.

35.      NOTEHOLDERS' LISTS AND REPORTS

--------------------------------------------------------------------------------

35.1     PROVISION OF INFORMATION

         The Trust Manager, on behalf of the Trustee, will furnish or cause to
         be furnished to the Note Trustee:

         (a)      every six months (with the first six month period commencing
                  on the Note Issue Date) (each such date being a NOTICE DATE),
                  a list, in such form as the Note Trustee may reasonably
                  require, of the names and addresses of the US$ Noteholders as
                  of the Record Date immediately preceding that Notice Date; and

         (b)      at such other times as the Note Trustee may request in
                  writing, within 30 days after receipt by the Manager with a
                  copy provided to the Trustee of any such request, a list of
                  similar form and content as of a date not more than 10 days
                  prior to the time such list is furnished,

         provided that so long as:

         (c)      the Note Trustee is the Note Registrar; or

         (d)      the US$ Notes are Global Notes,

         no such list shall be required to be furnished.

35.2     PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS

         (a)      The Note Trustee shall preserve, in as current a form as is
                  reasonably practicable, the names and addresses of the US$
                  Noteholders contained in the most recent list (if any)
                  furnished to the Note Trustee as provided in clause 35.1 and
                  if it acts as Note Registrar, the names and addresses of US$
                  Noteholders received by the Note Trustee in its capacity as
                  Note Registrar. The Trustee may destroy any list furnished to
                  it as provided in such clause 35.1 upon receipt of a new list
                  so furnished.

         (b)      US$ Noteholders may communicate pursuant to section 312(b) of
                  the TIA with other US$ Noteholders with respect to their
                  rights under this deed or under the US$ Notes.

         (c)      The Trustee, Note Trustee and Note Registrar shall have the
                  protection of section 312(c) of the TIA.


-------------------------------------------------------------------------------
                                                                        Page 44


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


35.3     REPORTS BY NOTE TRUSTEE

         If required by section 313(a) of the TIA, within 60 days after each 30
         June, beginning with 30 June 2003, the Note Trustee shall mail to each
         US$ Noteholder, the Trustee and the Trust Manager as required by
         section 313(c) of the TIA a brief report dated as of such date that
         complies with section 313(a) of the TIA. The Note Trustee also shall
         comply with section 313(b) of the TIA. A copy of each report at the
         time of its mailing to US$ Noteholders shall be filed by the Note
         Trustee with the Commission and each stock exchange, if any, on which
         any US$ Notes are listed. The Trust Manager on behalf of the Trustee
         shall notify the Note Trustee if and when any US$ Notes are listed on
         any stock exchange.

35.4     NOTICES TO US$ NOTEHOLDERS; WAIVER

         (a)      Where this deed provides for notice to US$ Noteholders of any
                  event, such notice shall be sufficiently given (unless
                  otherwise provided by law or otherwise herein expressly
                  provided) if:

         (i)      for so long as any US$ Notes are listed on the Australian
                  Stock Exchange, published in a leading newspaper having
                  general circulation in Australia. Each such notice will be
                  deemed to be given on the date of the first publication; or

         (ii)     in relation to any notice specifying a Quarterly Payment Date,
                  an Interest Rate, any Interest payable, any Principal Payment
                  (or the absence of a Principal Payment) or the Principal
                  Amount of any US$ Note after any Principal Payment, that
                  notice is published on a page of the Reuters Screen or the
                  electronic information system made available by Bloomberg L.P.
                  or any other similar electronic reporting service as may be
                  approved by the Note Trustee in writing and notified to the
                  US$ Noteholders.

                  Such notice will be deemed to be given on the first
                  date on which it appears on the relevant electronic
                  reporting service; or

         (iii)    if, for any reason, it is impractical to give notice in the
                  manner provided in paragraph (ii) of this clause 35.4(a),
                  then the manner of giving notice referred to in paragraph
                  (i) of this clause 35.4(a) shall be deemed to be a sufficient
                  giving of notice.

         (b)      Where this deed provides for notice in any manner, such notice
                  may be waived in writing by any person entitled to receive
                  such notice, either before or after the event, and such waiver
                  shall be the equivalent of such notice. Waivers of notice by
                  US$ Noteholders shall be filed with the Note Trustee but such
                  filing shall not be a condition precedent to the validity of
                  any action taken in reliance upon such a waiver.

35.5     REPORTS BY TRUSTEE

         The Trustee (or the Trust Manager on its behalf) shall:

         (a)      file with the Note Trustee, within 15 days after the Trustee
                  is required to file the same with the Commission, copies of
                  the annual reports and of the information, documents and other
                  reports (or copies of such portions of any of the foregoing as
                  the Commission may from time


-------------------------------------------------------------------------------
                                                                        Page 45


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------



                  to time by rules and regulations prescribe) which the Trustee
                  may be required to file with the Commission pursuant to
                  section 13 or 15(d) of the Exchange Act;

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

         (c)      supply to the Note Trustee (and the Note Trustee shall
                  transmit by mail to all US$ Noteholders described in section
                  313(c) of the TIA) such summaries of any information,
                  documents and reports required to be filed by the Trustee
                  pursuant to clauses (a) and (b) of this clause 35.5 as may be
                  required by rules and regulations prescribed from time to time
                  by the Commission.

36.      TRUST INDENTURE ACT - MISCELLANEOUS

--------------------------------------------------------------------------------

36.1     COMPLIANCE CERTIFICATES AND OPINIONS, ETC

         (a)      Upon any application or request by the Trustee or the Trust
                  Manager to the Note Trustee to take any action under any
                  provision of this deed, the Trustee (or the Trust Manager on
                  its behalf) shall furnish to the Note Trustee:

                  (i)    an Officer's Certificate stating that all conditions
                         precedent, if any, provided for in this deed relating
                         to the proposed action have been complied with;

                  (ii)   an Opinion of Counsel stating that in the opinion of
                         such counsel all such conditions precedent, if any,
                         have been complied with; and

                  (iii)  (if required by the TIA) an Independent Certificate
                         from a firm of certified public accountants meeting the
                         applicable requirements of section 314(c)(3) of the
                         TIA, except that, in the case of any such application
                         or request as to which the furnishing of such documents
                         is specifically required by any provision of this deed,
                         no additional certificate or opinion need be furnished.

         (b)      (i)    Prior to the deposit of any property or securities with
                         the Trustee that is to be made the basis for the
                         release of any property or securities subject to the
                         Security Interest created by the Security Trust Deed,
                         the Trustee (or the Trust Manager on its behalf) shall,
                         in addition to any obligation imposed in clause 36.1(a)
                         or elsewhere in this deed, furnish to the Note Trustee
                         an Officer's Certificate certifying or stating the
                         opinion of each person signing such certificate as to
                         the fair value (within 90 days of such deposit) of the
                         property or securities to be so deposited.

                  (ii)   Whenever any property or securities are to be released
                         from the Security Interest created by the Security
                         Trust Deed, the Trustee shall also furnish to the Note
                         Trustee an Officer's Certificate certifying or stating
                         the opinion of each person signing such certificate as
                         to the fair value (within 90 days of such release) of
                         the property or securities proposed to be released and
                         stating that in the opinion of such person the proposed
                         release will not impair the security under the Security


-------------------------------------------------------------------------------
                                                                        Page 46


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                         Trust Deed in contravention of the provisions of the
                         Security Trust Deed or this deed.

                  (iii)  Whenever the Trustee is required to furnish to the Note
                         Trustee an Officer's Certificate certifying or stating
                         the opinion of any signer thereof as to the matters
                         described in paragraphs (i) and (ii), the Trustee (or
                         the Trust Manager on its behalf) shall also furnish to
                         the Note Trustee an Independent Certificate as to the
                         same matters if the fair value of the property or
                         securities and of all other property or securities
                         deposited or released from the Security Interest
                         created by the Security Trust Deed since the
                         commencement of the then current calendar year, as set
                         forth in the certificate required by clause (ii) and
                         this clause (iii), equals 10% or more of the Total
                         Principal Amount of the Notes, but such certificate
                         need not be furnished in the case of any release of
                         property or securities if the fair value thereof as set
                         forth in the related Officer's Certificate is less than
                         US$25,000 or less than one percent of the then Total
                         Principal Amount of the Notes.

                         Notwithstanding any other provision of this clause,
                         the Trustee may:

                         (A)       collect, liquidate, sell or otherwise dispose
                                   of Receivables or other Assets of the Trust
                                   as and to the extent permitted or required by
                                   the Transaction Documents; and

                         (B)       make or permit to be made cash payments out
                                   of the Collection Account or the US$ Account
                                   as and to the extent permitted or required by
                                   the Transaction Documents.

         (c)      Every Officer's Certificate or opinion with respect to
                  compliance with a condition or covenant provided for in this
                  deed shall include:

                  (i)    a statement that each signatory of such certificate or
                         opinion has read or has caused to be read such covenant
                         or condition and the definitions herein relating
                         thereto;

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

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

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

36.2     UNDERTAKING FOR COSTS

         (a)      Subject to paragraph (b), all parties to this deed agree, and
                  each US$ Noteholder by such US$ Noteholder's acceptance
                  thereof shall be deemed to have agreed, that any court may in
                  its discretion require, in any suit for the enforcement of any
                  right or remedy under this deed,


-------------------------------------------------------------------------------
                                                                        Page 47


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                  or in any suit against the Note Trustee for any action taken,
                  suffered or omitted by it as the Note Trustee, the filing by
                  any party litigant in such suit of an undertaking to pay the
                  costs of such suit, and that such court may in its discretion
                  assess reasonable costs, including reasonable attorneys' fees,
                  against any party litigant in such suit, having due regard to
                  the merits and good faith of the claims or defences made by
                  such party litigant.

         (b)      The provisions of this clause shall not apply to:

                  (i)    any suit instituted by the Note Trustee;

                  (ii)   any suit instituted by any US$ Noteholder, or group of
                         US$ Noteholders in each case holding in the aggregate
                         more than 10% of the Total Principal Amount of the US$
                         Notes; or

                  (iii)  any suit instituted by any US$ Noteholder for the
                         enforcement of the payment of principal or interest on
                         any US$ Note on or after the respective due dates
                         expressed in such US$ Note and in this deed (or, in the
                         case of final redemption of a US$ Note, on or after the
                         Maturity Date).

36.3     EXCLUSION OF SECTION 316

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

         (b)      For the purposes of section 316(a)(2) of the TIA in
                  determining whether any US$ Noteholders have concurred in any
                  relevant direction or consent, Notes owned by the Trustee or
                  by any Associate of the Trustee, shall be disregarded, except
                  that for the purposes of determining whether the Note Trustee
                  shall be protected in relying on any such direction or
                  consent, only US$ Notes which the Note Trustee knows are so
                  owned shall be so disregarded.

36.4     UNCONDITIONAL RIGHTS OF US$ NOTEHOLDERS TO RECEIVE PRINCIPAL AND
         INTEREST

         Notwithstanding any other provisions in this deed, any US$ Noteholder
         shall have the right, which is absolute and unconditional, to receive
         payment of the principal of and interest, if any, on such US$ Note on
         or after the respective due dates thereof expressed in such US$ Note or
         in this deed (or, in the case of final redemption of a Note, on or
         after the Maturity Date) and to institute suit for the enforcement of
         any such payment, and such right shall not be impaired without the
         consent of such US$ Noteholder, except to the extent that the
         institution or prosecution thereof or the entry of judgment therein
         would, under applicable law, result in the surrender, impairment,
         waiver, or loss of the Security Interest created by the Security Trust
         Deed upon any property subject to such Security Interest.

36.5     CONFLICT WITH TRUST INDENTURE ACT

         If any provision hereof limits, qualifies or conflicts with another
         provision hereof that is required to be included in this indenture by
         any of the provisions of the TIA, such required provision shall
         prevail.

         The provisions of section 310 to 317 (inclusive) of the TIA that impose
         duties on any person (including the provisions automatically deemed
         included herein unless expressly excluded by this deed) are a part of
         and govern this deed, whether or not contained herein.


-------------------------------------------------------------------------------
                                                                        Page 48


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


EXECUTED as a deed.

Each attorney executing this deed states that he has no notice of revocation or
suspension of his power of attorney.


-------------------------------------------------------------------------------
                                                                        Page 49


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


TRUSTEE

SIGNED SEALED AND DELIVERED for PERPETUAL TRUSTEES VICTORIA LIMITED by its
attorney in the presence of:

<TABLE>

<S>                                                         <C>



----------------------------------------------------        -------------------------------------------------
Witness Signature                                           Attorney Signature


----------------------------------------------------        -------------------------------------------------
Print Name                                                  Print Name
</TABLE>



TRUST MANAGER

SIGNED SEALED AND DELIVERED for INTERSTAR
SECURITISATION MANAGEMENT PTY LIMITED by its
attorney in the presence of:



<TABLE>
<S>                                                         <C>



----------------------------------------------------        -------------------------------------------------
Witness Signature                                           Attorney Signature



----------------------------------------------------        -------------------------------------------------
Print Name                                                  Print Name
</TABLE>




-------------------------------------------------------------------------------
                                                                        Page 50


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


NOTE TRUSTEE, PRINCIPAL PAYING AGENT, CALCULATION AGENT AND NOTE REGISTRAR

SIGNED SEALED AND DELIVERED for THE BANK OF NEW YORK, NEW YORK BRANCH by its
attorney in the presence of:


<TABLE>
<S>                                                         <C>



----------------------------------------------------        -------------------------------------------------
Witness Signature                                           Attorney Signature



----------------------------------------------------        -------------------------------------------------
Print Name                                                  Print Name
</TABLE>


-------------------------------------------------------------------------------
                                                                        Page 51


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


SCHEDULE 1

FORM OF GLOBAL NOTE

--------------------------------------------------------------------------------

UNLESS THIS CERTIFICATE OR ANY CERTIFICATE EVIDENCING OR ACKNOWLEDGING THIS
GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SUCH CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.,
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF OR THEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

THIS GLOBAL NOTE IS A GLOBAL NOTE FOR THE PURPOSES OF SECTION 128F(10) OF THE
INCOME TAX ASSESSMENT ACT 1936 OF THE COMMONWEALTH OF AUSTRALIA.

                       PERPETUAL TRUSTEES VICTORIA LIMITED

                              (ABN 47 004 027 258)

 (a limited liability company incorporated under the Commonwealth of Australia)

 in its capacity as trustee of the Interstar Millennium Series 2003-1G Trust
                                   (the TRUST)

                            CLASS [A2/B1] GLOBAL NOTE

                                  representing

                                     US$[*]

             Class [A2/B1] Secured Floating Rate Notes Due [*] 2034

This Note certifies that Cede & Co is the registered holder of this Note and
that this Note is a Global Note without principal or interest coupons in respect
of a duly authorised issue of Notes of Perpetual Trustees Victoria Limited in
its capacity as trustee of the Interstar Millennium Series 2003-1G Trust (the
"TRUST") (the "ISSUER"), designated as specified in the title above (the
"NOTES"), in an initial aggregate Principal Amount of US$[*] ([*] United States
Dollars) and (a) issued pursuant to a Master Trust Deed (the "MASTER TRUST
DEED") dated 2 December 1999 between Perpetual Trustees Victoria Limited and
Interstar Securities (Australia) Pty Limited and applying to the Trust by reason
of the Notice of Creation of Trust between Interstar Securities (Australia) Pty
Limited, Interstar Securitisation Management Pty Limited (the "TRUST MANAGER")
and the Issuer dated [*], by a Series Notice (the "SERIES NOTICE") dated [*]
between (among others) the Issuer, The Bank of New York, New York branch, (the
Note Trustee for the time being referred to as the "NOTE TRUSTEE") as trustee
for the holders for the time being of the US$ Notes (the "US$ NOTEHOLDERS") and
the Trust Manager and by the Conditions (as defined below); (b) constituted by a
Note Trust Deed dated [*] (the "NOTE TRUST DEED") between (among others) the
Issuer, the Trust Manager, the Note Trustee and The Bank of New York, New York
branch (as "PRINCIPAL PAYING AGENT" and "CALCULATION


-------------------------------------------------------------------------------
                                                                        Page 52


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


AGENT"); and (c) secured by a Security Trust Deed (the "SECURITY TRUST DEED")
dated [*] between the Issuer, the Trust Manager, the Note Trustee and Perpetual
Trustee Company Limited (in that capacity, the "SECURITY TRUSTEE", which
expression shall include its successor for the time being as security trustee
under the Security Trust Deed). References to the Conditions (or to any
particular numbered Condition) shall be to the Terms and Conditions of the Class
[A2/B1] Notes (or that particular one of them) set out in schedule 5 to the Note
Trust Deed but with the deletion of those provisions which are applicable only
to Class [A2/B1] Notes in definitive form. Terms and expressions defined in the
Note Trust Deed and the Conditions shall, save as expressly stated otherwise,
bear the same meanings when used herein.

If the Issuer is obliged to issue Definitive Notes under clause 3.3 of the Note
Trust Deed, this Global Note may be exchanged in whole by registration on the
Note Register for Definitive Notes and the Issuer shall procure that the Note
Registrar delivers by registration in the Note Register, in full exchange for
this Global Note, Definitive Notes in aggregate Principal Amount equal to the
Principal Amount of all Class [A2/B1] Notes represented by this Global Note. The
Issuer is not obliged to issue Definitive Notes until 30 days after the
occurrence of an event set out in clause 3.3 of the Note Trust Deed.

The Issuer in its capacity as trustee of the Trust subject to this Global Note
and subject to and in accordance with the Conditions and the Note Trust Deed
promises to pay to the registered holder of this Global Note the principal sum
of US$[*] ([*] United States Dollars) or such lesser amount as may from time to
time be represented by this Global Note (or such part of that amount as may
become repayable under to the Conditions, the Series Notice and the Note Trust
Deed) on such date(s) that that principal sum (or any part of it) becomes
repayable in accordance with the Conditions, the Series Notice and the Note
Trust Deed and to pay interest in arrears on each Quarterly Payment Date (as
defined in Condition 4) on the Principal Amount of this Global Note at rates
determined in accordance with Condition 4 and all subject to and in accordance
with the certification requirements described in this Global Note, the
Conditions, the Series Notice and the Note Trust Deed, which shall be binding on
the registered holder of this Global Note (as if references in the Conditions to
the Notes and the Noteholders were references to this Global Note and the
registered holder of this Global Note respectively and as if the same had been
set out in this Global Note in full with all necessary changes, except as
otherwise provided in this Global Note).

Interest and principal on this Global Note will be payable under this Global
Note in accordance with the relevant Conditions. Each of the persons appearing
from time to time in the records of DTC as the holder of a Class [A2/B1] Note
represented by this Global Note will be entitled to receive any payment so made
in respect of that Class [A2/B1] Note in accordance with the respective rules
and procedures of DTC. Such persons will have no claim directly against the
Issuer in respect of payments due on the Class [A2/B1] Notes which must be made
by the holder of this Global Note, for so long as this Global Note is
outstanding.

On any payment of principal and/or interest on the Class [A2/B1] Notes as set
out above, details of that payment shall be endorsed by or on behalf of the
Issuer on the Note Register and, in the case of payments of principal, the
Principal Amount of the Class [A2/B1] Notes shall be reduced for all purposes by
the amount so paid and endorsed. Any such record shall be prima facie evidence
that the payment in question has been made.

The Definitive Notes to be issued on an exchange of this Global Note will be in
registered form each in the denomination of US$100,000. If the Issuer fails to
meet its obligations to issue Definitive Notes, this shall be without prejudice
to the Issuer's obligations with respect to the Notes under the Note Trust Deed,
the Master Trust Deed, the Series Notice and this Global Note.


-------------------------------------------------------------------------------
                                                                        Page 53


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

On an exchange of this Global Note, this Global Note shall be surrendered to the
Principal Paying Agent.

This Global Note is governed by, and shall be construed in accordance with, the
laws of New South Wales, Australia.

IN WITNESS the Issuer has caused this Global Note to be signed by a person duly
authorised on its behalf

PERPETUAL TRUSTEES VICTORIA LIMITED

in its capacity as trustee of the Interstar Millennium Series 2003-1G Trust
By:

Authorised Signatory

IMPORTANT NOTES:

(a)      The Issuer's liability to make payments in respect of the Class [A2/B1]
         Notes is limited to its right of indemnity from the assets of Trust
         from time to time available to make such payments under the Master
         Trust Deed and Series Notice. All claims against the Issuer in relation
         to the Class [A2/B1] Notes can be enforced against the Issuer only to
         the extent to which it can be satisfied out of the assets of the Trust
         out of which the Issuer is actually indemnified for the liability
         except in the case of (and to the extent of) any fraud, negligence or
         wilful default on the part of the Issuer.

(b)      The Noteholder is required to accept any distribution of moneys under
         the Security Trust Deed in full and final satisfaction of all moneys
         owing to it, and any debt represented by any shortfall that exists
         after any such final distribution is extinguished.

(c)      Neither Perpetual Trustees Victoria Limited nor the Security Trustee
         stands behind the capital value and/or performance of the Class [A2/B1]
         Notes or the assets of the Trust except to the limited extent provided
         for in the Transaction Documents relating to the Notes.


-------------------------------------------------------------------------------
                                                                        Page 54


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


CERTIFICATE OF AUTHENTICATION

This Global Note is authenticated by The Bank of New York, New York branch, as
Principal Paying Agent and until so authenticated shall not be valid for any
purpose

THE BANK OF NEW YORK, NEW YORK BRANCH

as Principal Paying Agent

By:



---------------------------------------------
Authorised Signatory


For The Bank of New York, New York branch (without recourse, warranty or
liability) Issued in New York on [*] 2003


-------------------------------------------------------------------------------
                                                                        Page 55


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


SCHEDULE 2

FORM OF DEFINITIVE NOTE

--------------------------------------------------------------------------------



                       PERPETUAL TRUSTEES VICTORIA LIMITED

                              (ABN 47 004 027 258)

            (a limited liability company incorporated under the laws
                         of the Commonwealth Australia)

 in its capacity as trustee of the Interstar Millennium Series 2003-1G Trust
                                  (the "TRUST")

                                   US$100,000

             Class [A2/B1] Secured Floating Rate Notes Due [*] 2034

The issue of the Class [A2/B1] Notes was authorised by resolutions of the Board
of Directors of Perpetual Trustees Victoria Limited in its capacity as trustee
of the Trust (the "ISSUER") passed on [*].

This Class [A2/B1] Note forms one of a series of Notes which are (a) issued by a
Master Trust Deed (the "MASTER TRUST DEED") dated 2 December 1999 between
Perpetual Trustees Victoria Limited and Interstar Securities (Australia) Pty
Limited and applying to the Trust by reason of the Notice of Creation of Trust
between Interstar Securities (Australia) Pty Limited, Interstar Securitisation
Management Pty Limited (the "TRUST MANAGER") and the Issuer dated [*], by a
Series Notice (the "SERIES NOTICE") dated [*] between (among others) the Issuer,
The Bank of New York, New York branch (the Note Trustee for the time being
referred to as the "NOTE TRUSTEE") as trustee for the holders for the time being
of the US$ Notes (the "US$ NOTEHOLDERS") and the Trust Manager and the terms and
conditions attached to this Note (the "Conditions"); (b) constituted by a Note
Trust Deed dated [*] (the "NOTE TRUST DEED") between (among others) the Issuer,
the Trust Manager, the Note Trustee and The Bank of New York, New York branch
(as "PRINCIPAL PAYING AGENT" and "CALCULATION AGENT"); and (c) secured by a
Security Trust Deed (the "SECURITY TRUST DEED") dated [*] between the Issuer,
the Trust Manager, the Note Trustee and Perpetual Trustee Company Limited (in
that capacity, the "SECURITY TRUSTEE", which expression shall include its
successor for the time being as security trustee under the Security Trust Deed).

The Issuer, in its capacity as trustee of the Trust, subject to this Class
[A2/B1] Note and subject to and in accordance with the Conditions and the Note
Trust Deed for value received promises to pay to the registered holder on the
Quarterly Payment Date (as defined in Condition 4 of the terms and conditions
(the "CONDITIONS") endorsed on the form of this Class [A2/B1] Note) falling in
[*] 2034 (or on such earlier date(s) as the Principal Amount of this Class
[A2/B1] Note (or part of it) may become repayable in accordance with the
Conditions) the principal sum of:

             US$100,000 (One Hundred Thousand United States Dollars)

or such part of that amount as may be repayable on such date(s) in accordance
with the Conditions, the Series Notice, the Master Trust Deed and the Note Trust
Deed, together with interest on the Principal Amount payable in arrears on each
Quarterly Payment Date and such other amounts (if any) as may be payable, all
subject to and in accordance with the Conditions and the provisions of the
Series Notice, the Master Trust Deed and the Note Trust Deed.


-------------------------------------------------------------------------------
                                                                        Page 56


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


This Class [A2/B1] Note shall not become valid for any purpose unless and until
the attached Certificate of Authentication has been signed by any authorised
signatory of The Bank of New York, New York branch as Principal Paying Agent.

IN WITNESS this Note has been executed on behalf of the Issuer.

PERPETUAL TRUSTEES VICTORIA LIMITED


By: ................................................
Authorised Signatory

Dated as of [*],
Issued in [*]

IMPORTANT NOTES:

(a)      The Issuer's liability to make payments in respect of the Class [A2/B1]
         Notes is limited to its right of indemnity from the assets of Trust
         from time to time available to make such payments under the Master
         Trust Deed and Series Notice. Any claim against the Issuer in relation
         to the Class [A2/B1] Notes can be enforced against the Issuer only to
         the extent to which it can be satisfied out of the assets of the Trust
         out of which the Issuer is actually indemnified for the liability
         except in the case of (and to the extent of) any fraud, negligence or
         wilful default on the part of the Issuer.

(b)      Each Class [A2/B1] Noteholder is required to accept any distribution of
         moneys under the Security Trust Deed in full and final satisfaction of
         all moneys owing to it, and any debt represented by any shortfall that
         exists after any such final distribution is extinguished.

(c)      Neither Perpetual Trustees Victoria Limited nor the Security Trustee
         stands behind the capital value and/or performance of the Class [A2/B1]
         Notes or the assets of the Trust except to the limited extent provided
         for in the Transaction Documents relating to the Notes.

                          CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes
referred to in the Note Trust Deed

THE BANK OF NEW YORK, NEW YORK BRANCH

as Principal Paying Agent

By:


------------------------------------------
Authorised Signatory

For The Bank of New York, New York branch (without recourse, warranty or
liability)

Issued in [*] on [*]



-------------------------------------------------------------------------------
                                                                        Page 57


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


SCHEDULE 3

PROVISIONS FOR MEETINGS OF US$ NOTEHOLDERS

--------------------------------------------------------------------------------

1.       As used in this Schedule the following expressions shall have the
         following meanings unless the context otherwise requires:

         VOTING CERTIFICATE shall mean an English language certificate issued by
         a Paying Agent and dated in which it is stated:

         (a)      that on the date thereof Notes of the relevant class (not
                  being Notes in respect of which a block voting instruction has
                  been issued and is outstanding in respect of the meeting
                  specified in such voting certificate and any such adjourned
                  meeting) were either deposited with such Paying Agent or (to
                  the satisfaction of such Paying Agent) were held to its order
                  or under its control or blocked by a depository holding the
                  same in a manner approved by the Note Trustee and that no such
                  Notes will cease to be so deposited, held or blocked until the
                  first to occur of:

                  (i)     the conclusion of the meeting specified in such
                          certificate or, if applicable, any such adjourned
                          meeting; and

                  (ii)    the surrender of the certificate to the Paying Agent
                          who issued the same; and

         (b)      that the bearer thereof is entitled to attend and vote at such
                  meeting and any such adjourned meeting in respect of the Notes
                  represented by such certificate;

         BLOCK VOTING INSTRUCTION shall mean an English language document issued
         by a Paying Agent and dated in which:

         (a)      it is certified that Notes of the relevant class (not being
                  Notes in respect of which a voting certificate has been issued
                  and is outstanding in respect of the meeting specified in such
                  block voting instruction and any such adjourned meeting) of a
                  specified aggregate Principal Amount have been deposited with
                  such Paying Agent or (to the satisfaction of such Paying
                  Agent) are held to its order or under its control or blocked
                  by a depository holding the same in a manner approved by the
                  Note Trustee and that no such Notes will cease to be so
                  deposited, held or blocked until the first to occur of:

                  (i)     the conclusion of the meeting specified in such
                          document or, if applicable, any such adjourned
                          meeting; and

                  (ii)    the surrender to the Paying Agent, not less than 48
                          hours before the time for which such meeting or any
                          such adjourned meeting is convened, of the receipt
                          issued by such Paying Agent in respect of each such
                          deposited Note which is to be released or (as the case
                          may require) the Note or Notes ceasing with the
                          agreement of the Paying Agent to be held to its order
                          or under its control or blocked and the giving of
                          notice by the Paying Agent to the Trustee in
                          accordance with paragraph 17 below of the necessary
                          amendment to the block voting instruction;


-------------------------------------------------------------------------------
                                                                        Page 58


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         (b)      it is certified that each holder of such Notes has instructed
                  such Paying Agent or that the Clearing Agency has advised such
                  Paying Agent that the holder of such Notes has given
                  instructions, that the vote(s) attributable to the Note(s) so
                  deposited, held or blocked should be cast in a particular way
                  in relation to the resolution or resolutions to be put to such
                  meeting or any such adjourned meeting and that all such
                  instructions are during the period commencing 48 hours prior
                  to the time for which such meeting or any such adjourned
                  meeting is convened and ending at the conclusion or
                  adjournment thereof neither revocable or capable of amendment;

         (c)      the total number and the serial numbers of the Notes so
                  deposited, held or blocked are listed distinguishing with
                  regard to each such resolution between those in respect of
                  which instructions have been given as aforesaid that the votes
                  attributable thereto should be cast in favour of the
                  resolution and those in respect of which instructions have
                  been so given that the votes attributable thereto should be
                  cast against the resolution; and

         (d)      one or more persons named in such document (each hereinafter
                  called PROXY) is or are authorised and instructed by such
                  Paying Agent to cast the votes attributable to the Notes so
                  listed in accordance with he instructions referred to in (C)
                  above as set out in such document.

         EXTRAORDINARY RESOLUTION when used in this deed means a resolution
         passed at a meeting of the Noteholders duly convened and held in
         accordance with the provisions of this deed by a majority consisting of
         not less than three-fourths of the persons voting upon a show of hands
         or if a poll be duly demanded then by a majority consisting of not less
         than three-fourths of the votes given on such poll.

         48 HOURS shall mean a period of 48 hours including all or part of two
         days upon which banks are open for business in both the place where the
         relevant meeting is to be held and in each of the places where the
         Paying Agents have their specified offices (disregarding for this
         purpose the day upon which such meeting is to be held) and such period
         shall be extended by one or, to the extent necessary, more periods of
         24 hours until there is included as aforesaid all or part of two days
         upon which banks are open for business as aforesaid; and

         24 HOURS shall mean a period of 24 hours including all or part of a day
         upon which banks are open for business in both the place where the
         relevant meeting is to be held and in each of the places where the
         Paying Agents have their specified offices (disregarding for this
         purpose the day upon which such meeting is to be held) and such period
         shall be extended by one or, to the extent necessary, more periods of
         24 hours until there is included as aforesaid all or part of a day upon
         which banks are open for business as aforesaid.

         NOTES and NOTEHOLDERS shall mean US$ Notes and US$ Noteholders
         respectively.

         The holder of any voting certificate or the proxies named in any block
         voting instruction shall for all purposes in connection with the
         relevant meeting or adjourned meeting of Noteholders be deemed to be
         the holder of the Notes to which such voting certificate or block
         voting instruction relates and the Paying Agent with which such Notes
         have been deposited or the person holding the same to the order or
         under the control of such Paying Agent or the person holding the same
         shall be deemed for such purposes not to be the holder of those notes.


-------------------------------------------------------------------------------
                                                                        Page 59


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


2.       CONVENING OF MEETINGS

         The Trustee, the Trust Manager or the Note Trustee may at any time and
         the Trustee shall upon a requisition in writing signed by the holders
         of not less than one-tenth of the aggregate Principal Amount of the
         Notes for the time being then outstanding convene a meeting of the
         Noteholders and if the Trustee makes default for a period of seven days
         in convening such a meeting the same may be convened by the Note
         Trustee or the requisitioners. Every such meeting shall be held at such
         place as the Note Trustee may appoint or approve.

3.       NOTICE OF MEETINGS

         At least 21 days' notice (exclusive of the day on which the notice is
         given and the day on which the meeting is held) specifying the place,
         day and hour of meeting shall be given by the Note Trustee (if the
         meeting is convened by the Note Trustee), by the Trustee (if the
         meeting is convened by the Trustee) or by the Trust Manager (if the
         meeting is convened by the Trust Manager) to the relevant Noteholders
         prior to any meeting of the relevant Noteholders in the manner provided
         by Condition 12. Such notice shall state generally the nature of the
         business to be transacted at the meeting thereby convened by and
         (except for an Extraordinary Resolution) it shall not be necessary to
         specify in such notice the terms of any resolution to be proposed. Such
         notice shall include a statement to the effect that Notes may be
         deposited with Paying Agents or (to their satisfaction) held to their
         order or under their control or blocked by a depository holding the
         same in a manner approved by the Note Trustee for the purpose of
         obtaining voting certificates or appointing proxies until 48 hours
         before the time fixed for the meeting but not thereafter. A copy of the
         notice shall be sent by post to the Note Trustee (unless the meeting is
         convened by the Note Trustee) and to the Trustee (unless the meeting is
         convened by the Trustee or the Trust Manager).

4.       CHAIRMAN

         Some person (who may but need not be a Noteholder) nominated in writing
         by the Note Trustee shall be entitled to take the chair at every such
         meeting but if no such nomination is made or if at any meeting the
         person nominated shall not be present within fifteen minutes after the
         time appointed for holding the meeting the relevant Noteholders present
         shall choose one of their number to he Chairman. The Chairman of an
         adjourned meeting need not be the same person as the Chairman of the
         original meeting.

5.       QUORUM

         At any meeting two or more persons present holding Notes or voting
         certificates or being proxies in respect thereof and holding or
         representing in the aggregate not less than one-twentieth of the
         aggregate Principal Amount of the Notes, then outstanding, shall
         (except for the purposes of passing an Extraordinary Resolution) form a
         quorum for the transaction of business and no business (other than the
         choosing of a Chairman) shall be transacted at any meeting unless the
         requisite quorum be present at the commencement of business. The quorum
         at any such meeting for passing an Extraordinary Resolution shall
         (subject as provided below) be two or more persons present holding
         Notes, or voting certificates or being proxies in respect thereof and
         holding or representing in the aggregate a clear majority of the
         aggregate Principal Amount of the Notes, then outstanding PROVIDED THAT
         subject to paragraph 13(b) below, at any meeting the business of which
         includes


-------------------------------------------------------------------------------
                                                                        Page 60


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------




         any of the following matters (each of which shall only be capable of
         being effected after having been approved by Extraordinary Resolution)
         namely:

         (a)      modification of the date fixed for final maturity of the
                  Notes;

         (b)      reduction or cancellation of the principal payable on the
                  Notes or any alteration of the date or priority of redemption
                  of the Notes;

         (c)      alteration of the amount of interest payable on any class of
                  the Notes or modification of the method of calculating the
                  amount of interest payable on the Notes or modification of the
                  date of payment of an, interest payable on the Notes;

         (d)      alteration of the currency in which payments under the Notes
                  are to be made;

         (e)      alteration of the majority required to pass an Extraordinary
                  Resolution or the manner in which such majority is
                  constituted;

         (f)      the sanctioning of any such scheme or proposal as is described
                  in paragraph 18(I) below; or

         (g)      alteration of this proviso or the proviso to paragraph 6
                  below,

         the quorum shall, subject as provided further below, be two or more
         persons present holding Notes, as the case may be, or voting
         certificates or being proxies in respect thereof and holding or
         representing in the aggregate not less than three-quarters or at any
         adjourned meeting, 25% of the aggregate Principal Amount of the Notes
         then outstanding.

6.       ADJOURNMENT

         If within fifteen minutes after the time appointed for any such meeting
         a quorum is not present the meeting shall, if convened upon the
         requisition of the Noteholders be dissolved. In any other case it shall
         stand adjourned to the same day in the next week (or if such day is a
         public holiday the next succeeding business day) at the same time and
         place (except in the case of a meeting at which an Extraordinary
         Resolution is to be proposed in which case it shall stand adjourned for
         such period being not less than 14 days nor more than 42 days, and at
         such place as may be appointed by the Chairman of the meeting and
         approved by the Note Trustee) and at such adjourned meeting two or more
         persons present holding Notes, or voting certificates or being proxies
         in respect thereof (whatever the aggregate of the Principal Amount of
         the Notes then outstanding held) shall (subject as provided below) form
         a quorum and shall (subject as provided below) have power to pass any
         Extraordinary Resolution or other resolution and to decide upon all
         matters which could properly have been dealt with at the meeting from
         which the adjournment took place had the requisite quorum been present
         PROVIDED THAT, subject to paragraph 13(b) below, at any adjourned
         meeting the business of which includes any of the matters specified in
         the proviso to paragraph 5 above, the quorum shall, subject as provided
         further below, be two or more persons present holding Notes be or
         voting certificates or being proxies in respect thereof and holding or
         representing in the aggregate not less than one-quarter of the
         aggregate of the Principal Amount of the Notes, then outstanding.

         The Chairman may with the consent of (and shall if directed by) any
         such meeting adjourn the same from time to time and from place to place
         but no business shall be transacted at an, adjourned meeting except
         business which might lawfully (but for lack of required quorum) have
         been transacted at the meeting from which the adjournment took place.


-------------------------------------------------------------------------------
                                                                        Page 61


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         Notice of any adjourned meeting at which an Extraordinary Resolution is
         to be submitted shall be given in the same manner as notice of an
         original meeting but as if 10 were substituted for 21 in paragraph 3
         above and such notice shall (except in cases where the proviso to
         paragraph 6 applies when it shall state the relevant quorum) state that
         the persons present holding Notes, or voting certificates or being
         proxies in respect thereof at the adjourned meeting (whatever the
         aggregate of the Principal Amount of the Notes then outstanding held)
         will form a quorum. Subject as aforesaid it shall not be necessary to
         give any notice of any adjourned meeting.

7.       VOTING PROCEDURE

         Every resolution submitted to a meeting shall (subject to paragraph 20)
         be decided by a simple majority, in the first instance by a show of
         hands, then (subject to paragraph 9) by a poll and in case of equality
         of votes the Chairman shall both on a show of hands and on a poll have
         a casting vote in addition to the vote or votes (if any) to which he
         may be entitled as a Noteholder (in the case of Notes in definitive
         form) or as a holder of a voting certificate or as a proxy. Any poll
         demanded at any such meeting on the election of a Chairman or on any
         question of adjournment shall be taken at the meeting without
         adjournment.

8.       DECLARATION

         At any meeting, unless a poll is (before or on the declaration of the
         result of the show of hands) demanded by the Chairman or the Trustee or
         by two or more persons present holding Notes or voting certificates or
         being proxies and holding or representing in the aggregate not less
         than one-fiftieth part of the aggregate of the Principal Amount of the
         Notes, then outstanding a declaration by the Chairman that a resolution
         has been carried by a particular majority or lost or not carried by a
         particular majority shall be conclusive evidence of that fact without
         proof of the number or proportion of the votes recorded in favour or
         against such resolution. Subject to paragraph 12 below, if at any such
         meeting a poll is so demanded, it shall be taken in such manner and
         subject as hereinafter provided either at once or after an adjournment
         as the Chairman directs and the result of such poll shall be deemed to
         be the resolution of the meeting at which the poll was demanded as at
         the date of the taking of the poll. The demand for a poll shall not
         prevent the continuance of the meeting for the transaction of any
         business other than the motion on which the poll has been demanded.

9.       RIGHT TO ATTEND AND SPEAK

         The Note Trustee and its lawyers and any director, officer or employee
         of a corporation being a trustee of this deed and any director or
         officer of the Trustee and the lawyers of the Trustee and any other
         person authorised in that behalf by the Note Trustee may attend and
         speak at any meeting. Save as aforesaid but without prejudice to the
         proviso to the definition of outstanding in Clause 1, no person shall
         be entitled to attend and speak nor shall any person be entitled to
         vote at any meeting of the Noteholders or join with others in
         requesting the convening of such a meeting or to exercise the rights
         conferred on the Noteholders by Conditions 9 and 10 unless he either
         produces the Note(s) of which he is the holder or a voting certificate
         or is a proxy. Neither the Issuer nor any of its subsidiaries or
         holding companies or other subsidiaries of such holding companies shall
         be entitled to vote at any meeting in respect of Notes held
         beneficially by it or for its account. Nothing herein


-------------------------------------------------------------------------------
                                                                        Page 62


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         contained shall prevent any of the proxies named in any block voting
         instruction from being a director, officer or representative or
         otherwise connected with the Trustee.

10.      VOTING ENTITLEMENT

         Subject as provided in paragraph 1 hereof at any meeting:

         (a)      on a show of hands every person who is present in person and
                  produces a Definitive Note, or a voting certificate or is a
                  proxy in respect thereof shall have one vote; and

         (b)      on a poll every person who is so present shall have one vote
                  in respect of each US$ in Principal Amount of the Notes then
                  outstanding of the Notes so produced or represented by the
                  voting certificate so produced or in respect of which he is a
                  proxy.

         Without prejudice to the obligations of the proxies named in any block
         voting instructions any person entitled to more than one vote need not
         use all his votes or cast all the votes to which he is entitled in the
         same way. The proxies named in any block voting instruction need not be
         Noteholders.

11.      REQUIREMENTS FOR PROXIES

         Each block voting instruction together (if so required by the Note
         Trustee) with proof satisfactory to the Note Trustee of its due
         execution on behalf of the relevant Paying Agent shall be deposited at
         such place as the Note Trustee shall approve not less than 24 hours
         before the time appointed for holding the meeting or adjourned meeting
         at which the proxies named in the block voting instruction propose to
         vote and in default of such deposit the block voting instruction shall
         not be treated as valid unless the Chairman of the meeting decides
         otherwise before such meeting or adjourned meeting proceeds to
         business. A notarially certified copy of each block voting instruction
         shall, unless the Note Trustee otherwise agrees, be deposited with the
         Note Trustee before the commencement of the meeting or adjourned
         meeting but the Note Trustee shall not thereby be obliged to
         investigate or be concerned with the validity of or the authority of
         the proxies named in any such block voting.

12.      PROXY REMAINS VALID

         Any vote cast in accordance with the terms of a block voting
         instruction shall be valid notwithstanding the previous revocation or
         amendment of the block voting instruction or of any of the Noteholder's
         instructions pursuant to which it was executed PROVIDED THAT no
         intimation in writing of such revocation or amendment shall have been
         received from the relevant Paying Agent by the Trustee at its
         registered office (or such other place as may have been approved by the
         Note Trustee for the purpose) by the time being 24 hours before the
         time appointed for holding the meeting or adjourned meeting at which
         the block voting instruction is to be used.

13.      EXTRAORDINARY RESOLUTIONS

         (a)      Subject to paragraph (b), a meeting of the Noteholders shall
                  in addition to the powers given under this deed have the
                  following powers exercisable by Extraordinary Resolution
                  (subject to the provisions relating to quorum contained in
                  paragraphs 5 and 6 above) only:

                  (i)     power to sanction any compromise or arrangement
                          proposed to be made between the Trustee and the
                          Noteholders;


-------------------------------------------------------------------------------
                                                                        Page 63


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

                  (ii)    power to sanction any abrogation, modification,
                          compromise or arrangement in respect of the rights of
                          the Noteholders against the Trustee or against any of
                          its property or against any other person whether such
                          rights shall arise under this deed, any of the Notes
                          or otherwise;

                  (iii)   power to assent to any modification of the provisions
                          contained in this deed, the Notes (including the
                          Conditions) or the provisions of any of the Relevant
                          Documents which shall be proposed by the Trustee or
                          the Note Trustee;

                  (iv)    power to give any authority or sanction which under
                          the provisions of this deed or the Notes (including
                          the Conditions) is required to be given by
                          Extraordinary Resolution;

                  (v)     power to appoint any persons (whether Noteholders or
                          not) as a committee or committees to represent the
                          interests of the Noteholders and to confer upon such
                          committee or committees any powers or discretions
                          which the Noteholders could themselves exercise by
                          Extraordinary Resolution;

                  (vi)    power to approve of a person to be appointed a trustee
                          and power to remove any trustee or trustees for the
                          time being under this deed;

                  (vii)   power to discharge or exonerate the Note Trustee from
                          all liability in respect of any act or omission for
                          which the Note Trustee may have become responsible
                          under this deed or under the Notes;

                  (viii)  power to authorise the Note Trustee to concur in and
                          execute and do all such deeds, instruments, acts and
                          things as may be necessary to carry out and give
                          effect to any Extraordinary Resolution;

                  (xi)    power to sanction any scheme or proposal for the
                          exchange or sale of the Notes for, or the conversion
                          of the Notes as the case may be, into, or the
                          cancellation of the Notes in consideration of shares,
                          stock, notes, bonds' debentures, debenture stock
                          and/or other obligations and/or securities of the
                          Trustee or of any other company formed or to be
                          formed, or for or into or in consideration of cash, or
                          partly for or into or in consideration of such shares,
                          stock, notes, bonds, debenture stock and/or other
                          obligations and/or securities as aforesaid and partly
                          for or into or in consideration of cash.

         (b)      Despite paragraph (a) no modification involving any of the
                  matters referred to in paragraphs 5(a) to 5(e) (both
                  inclusive) above in relation to the Noteholders shall be
                  effective unless the Note Trustee is of the opinion that such
                  modification is being proposed by the Trustee as a result of,
                  or in order to avoid, an Event of Default.

14.      RESOLUTION BINDING ON NOTEHOLDERS

         Subject to paragraph 13(b) above, any resolution passed at a meeting of
         the Noteholders duly convened and held in accordance with this deed
         shall be binding upon all the Noteholders whether present or not
         present at such meeting and whether or not voting; and, in such case,
         each of such Noteholders shall be bound to give effect to such
         resolution accordingly and the passing of any such resolution shall be
         conclusive evidence that the circumstances justify the passing thereof.
         Notice of


-------------------------------------------------------------------------------
                                                                        Page 64


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------



         the result of the voting on any resolution duly considered by the
         Noteholders shall be published in accordance with Condition 12 by the
         Trustee within 14 days of such result being known PROVIDED THAT the
         non-publication of such notice shall not invalidate such resolution.

15.      MINUTES AND RECORDS

         Minutes of all resolutions and proceedings at every such meeting shall
         be made and duly entered in books to be from time to time provided for
         that purpose by the Trustee and any such Minutes as aforesaid if
         purporting to be signed by the Chairman of the meeting at which such
         resolutions were passed or proceedings had shall be conclusive evidence
         of the matters contained in them and until the contrary is proved every
         such meeting in respect of the proceedings of which Minutes have been
         made shall be deemed to have been duly held and convened and all
         resolutions passed at proceedings to have been duly passed or had.

16.      FURTHER PROCEDURES FOR MEETINGS

         Subject to all other provisions contained in this deed the Note Trustee
         may without the consent of the Trustee the Noteholders prescribe such
         further regulations regarding the requisitioning and/or the holding of
         meetings of Noteholders and attendance and voting at meetings of
         Noteholders as the Note Trustee may in its sole discretion think fit.

17.      WRITTEN RESOLUTIONS

         References in this deed to a resolution duly passed at a meeting of the
         Noteholders shall include, where the context permits, a resolution in
         writing signed by or on behalf of all Noteholders who for the time
         being are entitled to receive notice of a meeting in accordance with
         the provisions herein contained. Such resolution in writing may be
         contained in one document or in several documents in like form each
         signed by or on behalf of one or more of the Noteholders.

18.      GLOBAL NOTEHOLDER

         So long as the Notes are represented by any Global Note, the holder of
         a Global Note shall for the purposes of paragraph 5 be deemed to
         constitute a quorum and for the purposes of this schedule be deemed to
         be holding such Principal Amount of the Notes (up to the Principal
         Amount of Notes then outstanding) as the holder of the Global Note may
         specify and able to vote such amount for or against or to abstain from
         voting in such Principal Amount as the holder may specify.


-------------------------------------------------------------------------------
                                                                        Page 65


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

--------------------------------------------------------------------------------


SCHEDULE 4

INFORMATION TO BE CONTAINED IN NOTEHOLDER'S REPORT

--------------------------------------------------------------------------------

The following information is to be included in the Noteholder's Report for each
Collection Period:

(a)      the aggregate Principal Amount of each Class of Notes as at the first
         day after the Payment Date occurring during the Collection Period;

(b)      the aggregate amount of Interest payable on each Class of Notes on the
         corresponding Payment Date (if any);

(c)      the aggregate of all Principal Payments to be made in respect of each
         Class of Notes on the corresponding Payment Date (if any);

(d)      the Income for the Collection Period;

(e)      the Mortgage Principal Repayments for the Collection Period;

(f)      the Expenses for the Collection Period;

(g)      the aggregate of all Redraws made during the Collection Period;

(h)      the Interest Rate for the Class A2 Notes for the Interest Period ending
         on the day before the next Quarterly Payment Date;

(i)      the Interest Rate for the Class B1 Notes for the Interest Period ending
         on the day before the next Quarterly Payment Date;

(j)      the schedule and unscheduled payments of principal on the Purchased
         Loans during the Collection Period;

(k)      the aggregate of the outstanding balances of the Purchased Loans as at
         the last day of the Collection Period;

(l)      the Charge-offs and Carryover Charge-offs in relation to each US$ Note
         on the corresponding Payment Date (if any);

(m)      the Recovery Amount for the corresponding Payment Date (if any); and

(n)      delinquency and loss statistics with respect to the Purchased Loans
         during the Collection Period.


-------------------------------------------------------------------------------
                                                                        Page 66


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


SCHEDULE 5

TERMS AND CONDITIONS OF US$ NOTES

--------------------------------------------------------------------------------


The following, subject to amendments, are the terms and conditions of the US$
Notes, substantially as they will appear on the reverse of the US$ Notes in
definitive form. US$ Notes in definitive form will only be issued in certain
circumstances. While the US$ Notes remain in global form, the same terms and
conditions govern them, except to the extent that they are appropriate only to
the US$ Notes in definitive form. For a summary of the provisions relating to
the US$ Notes in global form, see the summary at the end of this section.

Paragraphs in italics are included by way of explanation only, and do not
constitute part of the terms and conditions of the US$ Notes.

The issue of US$[*] Mortgage Backed Floating Rate Notes due [*] 2034 (the CLASS
A2 NOTES), US$[*] Mortgage Backed Floating Rate Notes due [*] 2034 (the CLASS B1
NOTES) and A$[*] Mortgage Backed Floating Rate Notes due [*] 2034 (the CLASS B2
NOTES) (the Class A1 Notes (as defined in the Series Notice) and the Class A2
Notes, together the CLASS A NOTES, the Class B1 Notes and the Class B2 Notes,
together the CLASS B NOTES, the Class A2 Notes and the Class B1 Notes, together
the US$ NOTES and the Class A Notes and the Class B Notes, together the NOTES)
by Perpetual Trustees Victoria Limited in its capacity as trustee of the
Interstar Millennium Series 2003-1G Trust (the TRUST) (in such capacity the
ISSUER) was authorised by a resolution of the Board of Directors of the Issuer
passed on [*]. These Notes are (a) issued subject to a Master Trust Deed (the
MASTER TRUST DEED) dated 2 December 1999 between Perpetual Trustees Victoria
Limited and Interstar Securities (Australia) Pty Limited and applying to the
Trust by reason of the Notice of Creation of Trust between Interstar
Securitisation Management Pty Limited (the TRUST MANAGER), Interstar Securities
(Australia) Pty Limited and the Issuer dated [*], by a Series Notice (the SERIES
NOTICE) dated [*] between (among others) the Issuer, The Bank of New York, New
York branch (the Note Trustee for the time being, referred to as the NOTE
TRUSTEE) as trustee for the holders for the time being of the US$ Notes (the US$
NOTEHOLDERS) and the Trust Manager and by these terms and conditions (the
CONDITIONS); (b) constituted by a Note Trust Deed dated [*] (the NOTE TRUST
DEED) between (among others) the Issuer, the Trust Manager, the Note Trustee,
The Bank of New York, New York branch as principal paying agent (the PRINCIPAL
PAYING AGENT, which expression includes its successors as principal paying agent
under the Agency Agreement (as defined below)) and The Bank of New York, New
York branch as calculation agent (the CALCULATION AGENT, which expression
includes its successors as calculation agent under the Agency Agreement (as
defined below)); and (c) secured by a Security Trust Deed (the SECURITY TRUST
DEED) dated [*] between the Issuer, the Trust Manager, the Note Trustee and
Perpetual Trustee Company Limited (in that capacity, the SECURITY TRUSTEE, which
expression shall include its successor for the time being as security trustee
under the Security Trust Deed).

The statements set out below include summaries of, and are subject to the
detailed provisions of, the Master Trust Deed, the Series Notice, the Security
Trust Deed and the Note Trust Deed. Certain words and expressions used in these
Conditions have the meanings defined in those documents. In accordance with an
agency agreement (the AGENCY AGREEMENT) dated [*] between the Issuer, the Trust
Manager, the Note Trustee, the Principal Paying Agent, the Calculation Agent and
the Bank of New York, New York branch as


-------------------------------------------------------------------------------
                                                                        Page 67


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


note registrar (the NOTE REGISTRAR, which expression includes its successors as
note registrar under the Agency Agreement), and under which further paying
agents may be appointed (together with the Principal Paying Agent the PAYING
AGENTS, which expression includes the successors of each paying agent as such
under the Agency Agreement and any additional paying agents appointed), payments
in respect of the US$ Notes will be made by the Paying Agents and the
Calculation Agent will make the determinations specified in the Agency
Agreement. The US$ Noteholders will be entitled (directly or indirectly) to the
benefit of, will be bound by, and will be deemed to have notice of, all the
provisions of the Conditions, the Master Trust Deed, the Series Notice, the
Security Trust Deed, the Note Trust Deed, the Agency Agreement and the
Investment Management Agreement (the SERVICING AGREEMENT) dated 3 December 1999
and made between the Issuer and Interstar Securities (Australia) Pty Limited as
servicer (in that capacity and together with any substitute or successor, the
SERVICER) (together with the agreements with respect to the Interest Rate Swap
and each Currency Swap (as each such term is defined below), those documents
being the RELEVANT DOCUMENTS and, together with certain other transaction
documents defined as such in the Series Notice, the TRANSACTION DOCUMENTS).
Copies of certain Transaction Documents are available for inspection at the New
York office of the Note Trustee, being at the date of issue of the US$ Notes 101
Barclay Street, 21W, New York, New York 10286.

In connection with the issue of the US$ Notes, the Issuer will enter into an
ISDA (defined below) master interest rate exchange agreement with a counterparty
rated at least A-1+ (short term) by S&P and A2 (long term) or P-1 (short term)
by Moody's (the INTEREST RATE SWAP PROVIDER) together with each confirmation
relating thereto (the INTEREST RATE SWAP). The Issuer will also enter into an
ISDA master currency exchange agreement with Barclays Bank PLC (the CURRENCY
SWAP PROVIDER and, together with the Interest Rate Swap Provider, the SWAP
PROVIDERS) together with each confirmation relating thereto (each a CURRENCY
SWAP and, together with the Interest Rate Swap, the HEDGE AGREEMENTS).

Each Global Note will bear the following legend: "This global note is a global
note for the purposes of section 128F(10) of the Income Tax Assessment Act 1936
of the Commonwealth of Australia".

1.       CONDITION 1.  FORM, DENOMINATION AND TITLE

--------------------------------------------------------------------------------

         The US$ Notes are serially numbered and will be issued in registered
         form in denominations of US$100,000 without interest coupons.

         The US$ Notes will be represented by two or more typewritten fully
         registered book-entry notes (each, a GLOBAL NOTE and collectively, the
         GLOBAL NOTES) registered in the name of Cede & Co. (CEDE) as nominee of
         The Depository Trust Company (DTC). Beneficial interests in the Global
         Notes will be shown on, and transfers thereof will be effected only
         through, records maintained by DTC and its participants. Morgan
         Guaranty Trust Company of New York, Brussels office, as operator of the
         Euroclear System (EUROCLEAR) and Clearstream Banking, societe anonyme
         (CLEARSTREAM, Luxembourg), may hold interests in the Global Notes on
         behalf of persons who have accounts with Euroclear and Clearstream,
         Luxembourg through accounts maintained in the names of Euroclear or
         Clearstream, Luxembourg, or in the names of their respective
         depositories, with DTC.

         If the Issuer is obliged to issue Definitive Notes under clause 3.3 of
         the Note Trust Deed, interests in the applicable Global Note will be
         transferred to the beneficial owners thereof in the form of


-------------------------------------------------------------------------------
                                                                        Page 68


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         Definitive Notes, without interest coupons, in the denominations set
         forth above. A Definitive Note will be issued to each Noteholder in
         respect of its registered holding or holdings of US$ Notes against
         delivery by such Noteholders of a written order containing instructions
         and such other information as the Issuer and the Note Registrar may
         require to complete, execute and deliver such Definitive Notes. In such
         circumstances, the Issuer will cause sufficient Definitive Notes to be
         executed and delivered to the Note Registrar for completion,
         authentication and dispatch to the relevant Noteholders.

2.       CONDITION 2.  STATUS, SECURITY AND RELATIONSHIP BETWEEN THE CLASS A
         NOTES AND THE CLASS B NOTES

--------------------------------------------------------------------------------

         The Class A Notes are secured by a floating charge over all of the
         assets of the Trust (which include, among other things, the Loans (as
         defined below) and the Mortgages (as defined below) and related
         securities) (as more particularly described in the Security Trust Deed)
         and within each class will rank pari passu and rateably without any
         preference or priority among themselves.

         The priority with regard to payment of interest and principal in
         respect of the Class A1 Notes and the Class A2 Notes respectively are
         set out in Conditions 4 and 5. The Notes are secured by the same
         charge, but the Class A Notes will rank pari passu and rateably in the
         event of the charge created by the Security Trust Deed being enforced.
         Payments of principal will be applied (subject to certain other
         obligations ranking in priority) in repaying principal: first, on the
         Class A1 Notes pari passu without preference or priority amongst
         themselves; and second, toward repaying principal on the Class A2 Notes
         pari passu without preference or priority amongst themselves. Payments
         of Interest on the Class A Notes will rank pari passu amongst the Class
         A Notes.

         The Class B Notes are issued subject to the Master Trust Deed and the
         Series Notice and are secured by the same charge as secures the Class A
         Notes but the Class A Notes will rank in priority to the Class B Notes
         in the event of the charge being enforced and in respect of principal
         and Interest (as set out in Conditions 4 and 5). Payments of Interest
         on the Class B Notes are subordinated to such payments in respect of
         the Class A Notes and to certain other payments. Payments in respect of
         principal on the Class B Notes rank pari passu with such payments on
         the Class A2 Notes where the Threshold Requirements are satisfied and
         are subordinated to such payments on the Class A2 Notes where the
         Threshold Requirements are not satisfied. Payments in respect of
         principal on the Class B Notes are subordinated to such payments on the
         Class A1 Notes.

         The proceeds of the issue of the Notes are to be used by the Issuer to
         purchase certain housing loans (the LOANS) and related mortgages (the
         MORTGAGES) from Interstar Nominees (B) Pty Limited, Interstar Nominees
         (N) Pty Limited and Interstar Nominees (R) Pty Limited (each an
         APPROVED SELLER).

         The net proceeds of realisation of the assets of the Trust (including
         following enforcement of the Security Trust Deed) may be insufficient
         to pay all amounts due to the Noteholders. Save in certain limited
         circumstances, the other assets of the Issuer will not be available for
         payment of any shortfall arising and all claims in respect of such
         shortfall shall be extinguished. None of the Servicer, the Trust
         Manager, the Note Trustee, the Security Trustee, the Swap Providers,
         the Paying Agents, the


-------------------------------------------------------------------------------
                                                                        Page 69


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         Calculation Agent, the Note Registrar or the Note Managers (as defined
         in the Series Notice) has any obligation to any Noteholder for payment
         of any amount by the Issuer in respect of the Notes.

         The Note Trust Deed contains provisions requiring the Note Trustee to
         have regard to the interests of the US$ Noteholders as regards all the
         powers, trusts, authorities, duties and discretions of the Note Trustee
         (except where expressly provided otherwise).

         The Security Trust Deed contains provisions requiring the Security
         Trustee, subject to the other provisions of the Security Trust Deed,
         (a) to give priority to the interests of the Class A Noteholders if
         there is a conflict between the interests of such Noteholders and the
         Class B Noteholders, and (b) to give priority to the interests of the
         Class B Noteholders and the Class A Noteholders if there is a conflict
         between the interests of such Noteholders and any other Voting
         Mortgagee. If there is a conflict between the interests of the Class A1
         Noteholders and Class A2 Noteholders, the Security Trustee must convene
         a meeting of the Class A Noteholders to resolve that conflict. An
         Extraordinary Resolution of the Class A Noteholders in respect of the
         conflict is binding on all the Class A1 Noteholders and Class A2
         Noteholders.

3.       CONDITION 3.  COVENANTS OF THE ISSUER

--------------------------------------------------------------------------------

         So long as any of the Notes remains outstanding, the Issuer makes
         certain covenants for the benefit of the Noteholders which are set out
         in the Master Trust Deed.

         These covenants include the following.

         (a)      The Issuer must act continuously as trustee of the Trust until
                  the Trust is terminated as provided by the Master Trust Deed
                  or the Issuer has retired or been removed from office in the
                  manner provided under the Master Trust Deed.

         (b)      The Issuer must:

                  (i)     act honestly and in good faith in the performance of
                          its duties and in the exercise of its discretions
                          under the Master Trust Deed;

                  (ii)    subject to the Master Trust Deed, exercise such
                          diligence and prudence as a prudent person of business
                          would exercise in performing its express functions and
                          in exercising its discretions under the Master Trust
                          Deed, having regard to the interests of the
                          Noteholders and other creditors and beneficiaries of
                          the Trust;

                  (iii)   use its best endeavours to carry on and conduct its
                          business in so far as it relates to the Master Trust
                          Deed in a proper and efficient manner;

                  (iv)    keep, or ensure that the Trust Manager keeps,
                          accounting records which correctly record and explain
                          all amounts paid and received by the Issuer;

                  (v)     keep the Trust separate from each other trust which is
                          constituted under the Master Trust Deed and account
                          for assets and liabilities of the Trust separately
                          from those of other trusts constituted under the
                          Master Trust Deed;

                  (vi)    do everything and take all such actions which are
                          necessary (including obtaining all appropriate
                          authorisations) to ensure that it is able to exercise
                          all its powers and remedies and perform all its
                          obligations under the Master Trust Deed, the


-------------------------------------------------------------------------------
                                                                        Page 70


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                          Transaction Documents and all other deeds, agreements
                          and other arrangements entered into by the Issuer
                          under the Master Trust Deed; and

                  (vii)   comply with the rules and regulations of any Stock
                          Exchange on which any Note is listed from time to
                          time.

         (c)      Except as provided in any Transaction Document (and other than
                  the charge given to the Security Trustee), the Issuer must
                  not, nor shall it permit any of its officers to, sell,
                  mortgage, charge or otherwise encumber or part with possession
                  of any asset of the Trust (the TRUST ASSETS).

         (d)      The Issuer will open and operate certain bank accounts in
                  accordance with the Master Trust Deed and the Series Notice.

         (e)      Subject to the Master Trust Deed and any Transaction Document
                  to which it is a party, the Issuer must act on all directions
                  given to it by the Trust Manager in accordance with the terms
                  of the Master Trust Deed.

         (f)      The Issuer must properly perform the functions which are
                  necessary for it to perform under all Transaction Documents in
                  respect of the Trust.

4.       CONDITION 4.  INTEREST

--------------------------------------------------------------------------------

         (a)      PAYMENT DATES

                  Each US$ Note bears interest on its Principal Amount from and
                  including [*] February 2003 or such later date as may be
                  agreed between the Issuer and the Note Managers for the issue
                  of the US$ Notes (the ISSUE DATE). Interest in respect of the
                  US$ Notes will be payable quarterly in arrears, on the [*] day
                  of each [February, May, August and November], provided that,
                  if any such date would otherwise fall on a day which is not a
                  Business Day (as defined below), it will be postponed to the
                  next day which is a Business Day (as defined below), (each
                  such date a QUARTERLY PAYMENT DATE). The first Quarterly
                  Payment Date is [*] May 2003. The final Quarterly Payment Date
                  will be the earlier of the Quarterly Payment Date falling in
                  [*] 2034 (the MATURITY DATE) and the Quarterly Payment Date on
                  which the Notes are redeemed in accordance with their terms.

                  BUSINESS DAY in this Condition 4 and in Conditions 5, 6 and 9
                  below means any day other than a Saturday, Sunday or public
                  holiday on which banks are open for business in London, New
                  York City, Melbourne and Sydney.

                  The period beginning on (and including) the Issue Date and
                  ending on (but excluding) the first Quarterly Payment Date,
                  and each successive period beginning on (and including) a
                  Quarterly Payment Date and ending on (but excluding) the next
                  Quarterly Payment Date and the final period referred to below
                  is called an INTEREST PERIOD FOR THE US$ NOTES. Interest
                  payable on a US$ Note in respect of any relevant Interest
                  Period or any other period will be calculated on the basis of
                  the actual number of days elapsed and a 360 day year.


-------------------------------------------------------------------------------
                                                                        Page 71


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                  The final Interest Period for a US$ Note begins on (and
                  includes) the Quarterly Payment Date prior to the earlier of
                  the Maturity Date and the date on which that US$ Note is
                  redeemed in accordance with its terms and ends on (but
                  excludes) the earlier of the Maturity Date and the date on
                  which that US$ Note is so redeemed (as the case may be).

         (b)      INTEREST RATE

                  The rate of interest applicable from time to time to a US$
                  Note (the INTEREST RATE) will be determined by the Calculation
                  Agent on the basis of the following paragraphs.

                  On the date which is 2 Business Days before the beginning of
                  each Interest Period for the US$ Notes (each a RATE RESET
                  DATE), the Calculation Agent will determine LIBOR for that
                  Interest Period, which is the rate applicable for deposits in
                  US dollars for a period of 3 months which appears on the
                  Telerate Page 3750 as of 11.00am London time on that Rate
                  Reset Date (or, in the case of the first Interest Period for
                  the US$ Notes, the linear interpolation of the rates
                  applicable for deposits in US dollars for two and three months
                  which appear on the Telerate Page 3750 as of 11.00am, London
                  time, on the relevant Rate Reset Date). If such rate does not
                  appear on the Telerate Page 3750, the rate for that Interest
                  Period will be determined as if the Issuer and the Calculation
                  Agent had specified the rate USD-LIBOR-REFERENCE BANKS as the
                  applicable Floating Rate Option under the Definitions of the
                  International Swaps and Derivatives Association, Inc. (ISDA)
                  incorporating the 2000 ISDA Definitions, as amended and
                  updated as at the Issue Date (the ISDA DEFINITIONS).
                  "USD-LIBOR-REFERENCE BANKS" means that the rate for an
                  Interest Period for the US$ Notes will be determined on the
                  basis of the rates at which deposits in US dollars are offered
                  by the Reference Banks (being four major banks in the London
                  interbank market agreed to by the Calculation Agent and the
                  relevant Currency Swap Provider) at approximately 11.00 am,
                  London time, on the Rate Reset Date to prime banks in the
                  London interbank market for a period of 3 months commencing on
                  the first day of that Interest Period and in a Representative
                  Amount (as defined in the ISDA Definitions). The Calculation
                  Agent will request the principal London office of each of the
                  Reference Banks to provide a quotation of its rate. If at
                  least two such quotations are provided, the rate for that
                  Interest Period will be the arithmetic mean of the quotations.
                  If fewer than two quotations are provided as requested, the
                  rate for that Interest Period will be the arithmetic mean of
                  the rates quoted by four major banks in New York City,
                  selected by the Calculation Agent and the relevant Currency
                  Swap Provider, at approximately 11.00 am, New York City time,
                  on that Rate Reset Date for loans in US dollars to leading
                  European banks for a period of 3 months commencing on the
                  first day of that Interest Period and in a Representative
                  Amount. If no such rates are available in New York City, then
                  the rate for such Interest Period will be the most recently
                  determined rate in accordance with this paragraph.

                  In this definition of LIBOR, BUSINESS DAY means any day on
                  which commercial banks are open for business (including
                  dealings in foreign exchange and foreign currency deposits) in
                  London and New York City.

                  The Interest Rate applicable to the Class A2 Notes for such
                  Interest Period will be the aggregate of the interest rate or
                  arithmetic mean as determined by the Calculation Agent as


-------------------------------------------------------------------------------
                                                                        Page 72


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                  referred to above and the margin of [*]% per annum applicable
                  to the Class A2 Notes. The Interest Rate applicable to the
                  Class B1 Notes for such Interest Period will be the aggregate
                  of the interest rate or arithmetic mean as determined by the
                  Calculation Agent as referred to above and the margin of [*]%
                  per annum applicable to the Class B1 Notes. If the Issuer has
                  not redeemed all of the Class A2 Notes on or before the
                  Quarterly Payment Date falling in [February 2010], the
                  Interest Rate applicable to the Class A2 Notes will increase
                  by [*]% per annum for the period from (and including) that
                  date. If the Issuer has not redeemed all of the Class B1 Notes
                  on or before the Quarterly Payment Date falling in [February
                  2010], the Interest Rate applicable to the Class B1 Notes will
                  increase by [*]% per annum for the period from (and including)
                  that date.

                  There is no maximum or minimum Interest Rate for the Class A2
                  Notes or the Class B1 Notes.

         (c)      DETERMINATION OF INTEREST RATE AND CALCULATION OF INTEREST

                  The Calculation Agent will, as soon as practicable after 11.00
                  am (London time) on each Rate Reset Date determine the
                  relevant Interest Rate applicable to, and calculate the amount
                  of interest payable (the INTEREST) for the immediately
                  succeeding Interest Period for each Class of US$ Notes. The
                  Interest for each Interest Period and each Class of US$ Notes
                  is calculated by applying the Interest Rate for the relevant
                  Class of US$ Notes to the Principal Amount of the relevant US$
                  Note on the first day of that Interest Period, multiplying
                  such product by the actual number of days in that Interest
                  Period and dividing by 360 and rounding the resultant figure
                  down to the nearest cent. The determination of the Interest
                  Rate and the Interest for each US$ Note by the Calculation
                  Agent is (in the absence of manifest error) final and binding
                  upon all parties.

         (d)      NOTIFICATION AND PUBLICATION OF INTEREST RATE AND INTEREST

                  The Calculation Agent will cause the Interest Rate and the
                  Interest applicable to each US$ Note for each Interest Period
                  and the relevant Quarterly Payment Date to be notified to the
                  Issuer, the Trust Manager, the Note Trustee, the Paying Agents
                  and each Currency Swap Provider and the Trust Manager on
                  behalf of the Issuer will cause the same to be published in
                  accordance with Condition 12 on or as soon as possible after
                  the date of commencement of the relevant Interest Period. The
                  Interest and the relevant Quarterly Payment Date so published
                  may subsequently be amended (or appropriate alternative
                  arrangements made by way of adjustment) without notice in the
                  event of an amendment of the Interest Period.

         (e)      DETERMINATION OR CALCULATION BY THE TRUST MANAGER

                  If the Calculation Agent at any time for any reason does not
                  determine the Interest Rate for or calculate the Interest
                  payable on a US$ Note, the Trust Manager must do so and each
                  such determination or calculation will be deemed to have been
                  made by the Calculation Agent. In doing so, the Trust Manager
                  must apply the foregoing provisions of this Condition, with
                  any necessary consequential amendments, to the extent that it
                  can do so, and, in all other respects it must do so in such a
                  manner as it reasonably considers to be fair and reasonable in
                  all the circumstances.

         (f)      CALCULATION AGENT


-------------------------------------------------------------------------------
                                                                        Page 73


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                  The Issuer will procure that, so long as any of the US$ Notes
                  remain outstanding, there will at all times be a Calculation
                  Agent. The Issuer, or the Trust Manager with the consent of
                  the Issuer (such consent not to be unreasonably withheld),
                  with the prior written approval of the Note Trustee, reserves
                  the right at any time to terminate the appointment of the
                  Calculation Agent immediately on the occurrence of certain
                  specified events or, otherwise, by giving not less than 60
                  days notice in writing to, among others, the Calculation
                  Agent. Notice of that termination will be given to the US$
                  Noteholders in accordance with Condition 12. If any person is
                  unable or unwilling to continue to act as the Calculation
                  Agent, or if the appointment of the Calculation Agent is
                  terminated, the Issuer will, with the prior written approval
                  of the Note Trustee, appoint a successor Calculation Agent to
                  act as such in its place, provided that neither the
                  resignation nor removal of the Calculation Agent will take
                  effect until a successor approved by the Note Trustee has been
                  appointed.

         (g)      INCOME DISTRIBUTION

                  Capitalised terms in this paragraph (g) have the same meaning
                  given in the Series Notice unless otherwise defined in these
                  Conditions.

                  (i)     On each Payment Date, the Issuer must, prior to the
                          enforcement of the Security Trust Deed (in accordance
                          with the written direction provided to it by the Trust
                          Manager on or before the date which is 2 Business Days
                          before that Payment Date) out of the Income for the
                          Collection Period immediately before that Payment Date
                          (or out of the proceeds of disposal of any Liquid
                          Authorised Investments as provided for in Condition
                          4(i) or out of Capital as provided for in Condition
                          4(g)(iv)) make the following payments or retain moneys
                          in the following order of priority.

                          (A)      FIRST - an amount equal to any Interest
                                   Adjustment required to be paid to an Approved
                                   Seller and then outstanding (and the Issuer
                                   acknowledges and agrees that it has no
                                   entitlement to the moneys comprising the
                                   Interest Adjustment).

                          (B)      SECOND - payment of any taxes payable in
                                   relation to the Trust (not including any GST
                                   covered in Conditions 4(g)(vi) and 4(g)(vii).

                          (C)      THIRD - subject to the above sub-paragraph
                                   (B) and Condition 4(g)(iii), payment (in the
                                   following order of priority) of:

                                   (1)      pari passu and rateably as between
                                            themselves, payment of:

                                            (I)     the Trustee's Fee for the
                                                    Collection Period (as
                                                    adjusted in accordance with
                                                    Condition 4(g)(vii)); and

                                            (II)    any fees payable by the
                                                    Issuer to the Note Trustee
                                                    under the Transaction
                                                    Documents for the Collection
                                                    Period;

                                   (2)      pari passu and rateably as between
                                            themselves, payment of:

                                            (I)     any fees payable, pari passu
                                                    and rateably, to the Paying
                                                    Agents under the Transaction
                                                    Documents for the Collection
                                                    Period; and


-------------------------------------------------------------------------------
                                                                        Page 74


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                                            (II)    any fees payable to the
                                                    Calculation Agent under the
                                                    Transaction Documents for
                                                    the Collection Period;

                                   (3)      the Expenses (other than the
                                            Trustee's Fee, any fees payable to
                                            the Note Trustee, the Paying Agents
                                            or the Calculation Agent, the Trust
                                            Manager's Fee and the Servicer's
                                            Fee) in relation to the Collection
                                            Period;

                                   (4)      the Expenses (other than the
                                            Trustee's Fee, any fees payable to
                                            the Note Trustee, the Paying Agents
                                            or the Calculation Agent, the Trust
                                            Manager's Fee and the Servicer's
                                            Fee) which the Trust Manager or the
                                            Issuer reasonably anticipates will
                                            be incurred prior to the next
                                            Payment Date; and

                                   (5)      the Expenses (other than the
                                            Trustee's Fee, any fees payable to
                                            the Note Trustee, the Paying Agents
                                            or the Calculation Agent, the Trust
                                            Manager's Fee and the Servicer's
                                            Fee) not covered by sub-paragraphs
                                            (3) or (4)) which have already been
                                            incurred prior to the Payment Date
                                            but which have not previously been
                                            paid or reimbursed.

                          (D)      FOURTH - payment, pari passu and rateably,
                                   to:

                                   (1)      the Trust Manager of the Trust
                                            Manager's Fee for the Collection
                                            Period; and

                                   (2)      the Servicer of the Servicer's Fee
                                            for the Collection Period.

                          (E)      FIFTH - pari passu and rateably as between
                                   themselves:

                                   (1)      payment to the Interest Rate Swap
                                            Provider of any amounts payable
                                            under the Interest Rate Swap (other
                                            than any Break Costs in respect of
                                            the termination of the Interest Rate
                                            Swap);

                                   (2)      payment of any Interest for the
                                            Interest Period for the Class A1
                                            Notes which ends on that Payment
                                            Date to the Class A1 Noteholders;

                                   (3)      (I)    prior to the termination of
                                                   the Class A2 Currency Swap,
                                                   payment to the Class A2
                                                   Currency Swap Provider of the
                                                   Class A2 A$ Interest Amount
                                                   for that Payment Date (and,
                                                   if that Payment Date is a
                                                   Quarterly Payment Date, any
                                                   reciprocal payment by the
                                                   Class A2 Currency Swap
                                                   Provider is thereafter to be
                                                   applied in accordance with
                                                   Condition 5(c)(i) towards
                                                   payment of Interest on the
                                                   Class A2 Notes); and

                                            (II)   after the termination of the
                                                   Class A2 Currency Swap, to
                                                   the Note Trustee for
                                                   application in accordance
                                                   with Condition 5(c) of the A$
                                                   amount that the Trust Manager
                                                   determines in good faith
                                                   needs to be applied

--------------------------------------------------------------------------------
                                                                         Page 75

<PAGE>



Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

                                                   on that Payment Date in order
                                                   to enable the Issuer to meet
                                                   its obligations to pay
                                                   Interest on the Class A2
                                                   Notes on the next or, if that
                                                   Payment Date is a Quarterly
                                                   Payment Date that, Quarterly
                                                   Payment Date; and

                                   (4)      payment to the Class A2 Currency
                                            Swap Provider of any Break Costs
                                            payable under the Class A2 Currency
                                            Swap other than in respect of the
                                            termination of the Class A2 Currency
                                            Swap where the Class A2 Currency
                                            Swap Provider is the Defaulting
                                            Party.

                         (F)       SIXTH -

                                   (1)      payment of any Interest for the
                                            Interest Period for the Class B2
                                            Notes which ends on that Payment
                                            Date to the Class B2 Noteholders;

                                   (2)      (I)    prior to the termination of
                                                   the Class B1 Currency Swap,
                                                   payment to the Class B1
                                                   Currency Swap Provider of the
                                                   Class B1 A$ Interest Amount
                                                   for that Payment Date (and,
                                                   if that Payment Date is a
                                                   Quarterly Payment Date, any
                                                   reciprocal payment by the
                                                   Class B1 Currency Swap
                                                   Provider is thereafter to be
                                                   applied in accordance with
                                                   Condition 5(c)(iii) towards
                                                   payment of Interest on the
                                                   Class B1 Notes); and

                                            (II)   after the termination of the
                                                   Class B1 Currency Swap, to
                                                   the Note Trustee for
                                                   application in accordance
                                                   with Condition 5(c) of the A$
                                                   amount that the Trust Manager
                                                   determines in good faith
                                                   needs to be applied on that
                                                   Payment Date in order to
                                                   enable the Issuer to meet its
                                                   obligations to pay Interest
                                                   on the Class B1 Notes on the
                                                   next or, if that Payment Date
                                                   is a Quarterly Payment Date
                                                   that, Quarterly Payment Date;
                                                   and

                                   (3)      payment to the Class B1 Currency
                                            Swap Provider of any Break Costs
                                            payable under the Class B1 Currency
                                            Swap other than in respect of the
                                            termination of the Class B1 Currency
                                            Swap where the Class B1 Currency
                                            Swap Provider is the Defaulting
                                            Party.

                         (G)       SEVENTH - where any part of Capital has
                                   previously been applied by the Issuer in
                                   accordance with Condition 4(g)(iv) by the
                                   application by the Issuer for the purposes of
                                   replenishment of the Assets of an amount
                                   equal to the amount of Capital so applied.

                         (H)       EIGHTH - in reducing the Aggregate Principal
                                   Loss Amount for the corresponding Collection
                                   Period.


-------------------------------------------------------------------------------
                                                                        Page 76


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                         (I)       NINTH - in reinstating, pari passu and
                                   rateably, the Stated Amount of the Class A
                                   Notes to the extent of any Carryover
                                   Charge-offs in relation to the Class A Notes.

                         (J)       TENTH - in reinstating, pari passu and
                                   rateably, the Stated Amount of the Class B
                                   Notes to the extent of any Carryover
                                   Charge-offs in relation to the Class B Notes.

                         (K)       ELEVENTH - subject to compliance with the
                                   Prescribed Minimum Level of Liquid Authorised
                                   Investments set out in Condition 4(i)(iii)
                                   (and the restrictions contained in Condition
                                   4(g)(iv)), payment pari passu and rateably of
                                   any Break Costs payable to:

                                   (1)      the Interest Rate Swap Provider in
                                            respect of the termination of the
                                            Interest Rate Swap; and

                                   (2)      a Currency Swap Provider in respect
                                            of the termination of a Currency
                                            Swap where the Currency Swap
                                            Provider is the Defaulting Party.

                         (L)       TWELFTH - subject to compliance with the
                                   Prescribed Minimum Level of Liquid Authorised
                                   Investments set out in Condition 4(i)(iv)
                                   (and the restrictions contained in Condition
                                   4(g)(iv)), payment of any Approved Seller's
                                   Fee.

                         (M)       THIRTEENTH - subject to compliance with the
                                   Prescribed Minimum Level of Liquid Authorised
                                   Investments set out in Condition 4(i)(v) (and
                                   the restrictions contained in Condition
                                   4(g)(iv)), payment of the balance (if any),
                                   by way of a distribution of the income of the
                                   Trust, to the Residual Income Beneficiaries
                                   in proportion to their respective Income
                                   Percentages.

                  (ii)    The obligation of the Issuer to make any payment under
                          each of the above paragraphs of this Condition 4(g)(i)
                          is limited in each case to the Income, Liquid
                          Authorised Investments and Capital or (as the case may
                          be) to the balance of the Income, Liquid Authorised
                          Investments and Capital available after payment in
                          accordance with the preceding paragraph or paragraphs
                          (if any).

                  (iii)   In the event that for any reason whatsoever the Issuer
                          does not have sufficient cash to make all of the
                          payments as provided in Condition 4(g)(i) then the
                          amount available to be paid must be distributed in the
                          order of priority of distribution as referred to in
                          Condition 4(g)(i), and:

                         (A)       in the case of the payment of Interest to
                                   Class A Noteholders under sub-paragraph
                                   (i)(E), the proportion of any amount
                                   available to be paid to each Noteholder will
                                   be the proportion which the Principal Amount
                                   of the Notes of that Class held by that
                                   Noteholder bears to the Total Principal
                                   Amount of all Notes of that Class; and


-------------------------------------------------------------------------------
                                                                        Page 77


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                         (B)       in the case of the payment of Interest to
                                   Class B Noteholders under sub-paragraph
                                   (i)(F), the proportion of any amount
                                   available to be paid to each Class B
                                   Noteholder will be the proportion which the
                                   Principal Amount of the Class B Notes held by
                                   that Noteholder bears to the Total Principal
                                   Amount of all Class B Notes.

                  (iv)   In the event that:

                         (A)       the Issuer receives a payment under Condition
                                   4(g)(i)(C) for Expenses which the Issuer
                                   reasonably anticipates will be incurred prior
                                   to the next Payment Date; and

                         (B)       all or any part of such Expenses are not
                                   actually incurred prior to that next Payment
                                   Date,

                          then the following provisions apply:

                         (C)       the Issuer must repay into the Assets of the
                                   Trust on that next Payment Date such excess
                                   amount which was not actually incurred; or

                         (D)       if the Issuer fails to repay the amount in
                                   accordance with sub-paragraph (iii)(C), then
                                   such amount will be set-off against the
                                   amount which would otherwise be payable under
                                   paragraph (i) to the Issuer with respect to
                                   Expenses on that next Payment Date.

                  (v)     If, during any Financial Year, the amount equal to the
                          aggregate of the Income accrued for a Collection
                          Period and the proceeds of disposal of any Liquid
                          Authorised Investments to be applied, in accordance
                          with Condition 4(i), under Condition 4(g)(i) on the
                          corresponding Payment Date is less than the aggregate
                          of the amounts payable by the Issuer under Conditions
                          4(g)(i)(A) to 4(g)(i)(F) (inclusive) for that
                          Collection Period, then the Issuer must (at the
                          direction of the Trust Manager) apply Capital in
                          payment of those amounts in the order of priority set
                          out in Condition 4(g)(i) to the extent available to do
                          so.

                  (vi)    If any Approved Seller's Fee is not paid in full on a
                          relevant Payment Date, then the unpaid balance bears
                          interest at a rate determined by the Trust Manager and
                          advised to the Issuer from time to time, such interest
                          to be calculated on a daily balance from the due date
                          up to and including the date of actual payment.

                  (vii)   Any GST which applies or may apply in respect of any
                          services provided pursuant to the Transaction
                          Documents by the Trust Manager in relation to the
                          Trust will be paid by the Trust Manager from the Trust
                          Manager's Fee or from the Trust Manager's own
                          resources.

                  (viii)  In relation to any supply by the Issuer under the
                          Transaction Documents of goods or services in relation
                          to the Trust, the fee payable will be adjusted to take
                          into account any change after 1 July 2000 in the rate
                          of GST payable pursuant to the A New Tax System (Goods
                          and Services Tax Imposition - General) Act 1999.


-------------------------------------------------------------------------------
                                                                        Page 78


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

                  (ix)    Interest to which any Noteholder may be entitled in
                          respect of a Note for an Interest Period will only
                          fall due for payment by the Issuer to the Noteholder
                          upon the applicable Payment Date.

         (h)      REDRAWS

                  Capitalised terms in this paragraph (h) have the same meaning
                  given in the Series Notice unless otherwise defined in these
                  Conditions.

                  If an Obligor makes Additional Repayments in relation to a
                  Loan held by the Issuer then the Issuer must provide a Redraw
                  to the Obligor upon being so directed by the Trust Manager in
                  its absolute discretion and subject to the Trust Manager
                  certifying to the Issuer that:

                  (i)     the Redraw to be provided to the Obligor together with
                          the current Unpaid Balance of the Loan will not exceed
                          the scheduled balance of the Loan;

                  (ii)    after allowing for all payments which the Issuer is
                          then required to make or which the Trust Manager
                          reasonably expects that the Issuer will be required to
                          make, there is or will be sufficient cash in the
                          assets of the Trust (whether as a result of the issue
                          of Class A1 Notes or otherwise) for the Issuer to
                          provide that Redraw; and

                  (iii)   the Purchase Loan is not in Arrears at the time of the
                          request for the Redraw by the Obligor.

                  The Trust Manager may direct the Issuer to, and the Issuer
                  must, apply certain Mortgage Principal Repayments for funding
                  Redraws.

                  If, on a Payment Date, Mortgage Principal Repayments for the
                  Collection Period preceding that Payment Date are insufficient
                  to fund Redraws for that Collection Period, then the Trust
                  Manager may give the Issuer a direction to issue a series of
                  Class A1 Notes in accordance with clause 12 of the Master
                  Trust Deed and clause 5 of the Series Notice. The Trust
                  Manager must not give such a direction unless it has received
                  written confirmation from each Designated Rating Agency that
                  the issue of the Class A1 Notes would not result in a
                  downgrade or withdrawal of a rating of any Note then
                  outstanding.

         (i)      LIQUID AUTHORISED INVESTMENTS

                  Capitalised terms in this paragraph (i) have the same meaning
                  given in the Series Notice unless otherwise defined in these
                  Conditions.

                  (i)     The Trust Manager is required to ensure that, subject
                          to sub-paragraph (ii), the value of the Liquid
                          Authorised Investments is not at any time less than
                          the Prescribed Minimum Level at that time.

                  (ii)    The value of Liquid Authorised Investments may be less
                          than the Prescribed Minimum Level where all or part of
                          the Liquid Authorised Investments is to be applied by
                          the Issuer towards payment of any of the amounts
                          (other than any Break Costs to any Swap Provider under
                          Condition 4(g)(i)(K), Approved Seller's Fee or
                          Beneficiary Distribution) as described in Condition
                          4(g)(i). The Trust Manager


-------------------------------------------------------------------------------
                                                                        Page 79


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                          may so direct the Issuer and the Issuer must act at
                          the direction of the Trust Manager.


                  (iii)   If the payment of the whole of any Break Costs under
                          Condition 4(g)(i)(K) would result in the value of the
                          Liquid Authorised Investments being less than the
                          Prescribed Minimum Level, or if the value of the
                          Liquid Authorised Investments at the time of proposed
                          payment is already less than the Prescribed Minimum
                          Level, then:

                          (A)      a Swap Provider shall only be entitled to
                                   receive, and the Issuer must only pay, that
                                   part of the Break Costs to that Swap Provider
                                   under Condition 4(g)(i)(K) which will not
                                   result in the value of Liquid Authorised
                                   Investments being less than the Prescribed
                                   Minimum Level; and

                          (B)      payment of the balance of the Break Costs to
                                   a Swap Provider under Condition 4(g)(i)(K)
                                   shall be deferred until such later Payment
                                   Date as such payment will not result in the
                                   value of Liquid Authorised Investments being
                                   less than the Prescribed Minimum Level.

                          Prior to any payment of any Break Costs to any Swap
                          Provider under Condition 4(g)(i)(K), the Trust Manager
                          shall certify to the Issuer that such payment will not
                          breach this sub-paragraph (iii) (upon which
                          certification the Issuer will rely conclusively).

                  (iv)    If the payment of the whole of the Approved Seller's
                          Fee under Condition 4(g)(i) would result in the value
                          of the Liquid Authorised Investments being less than
                          the Prescribed Minimum Level, or if the value of the
                          Liquid Authorised Investments at the time of proposed
                          payment is already less than the Prescribed Minimum
                          Level, then:

                          (A)       an Approved Seller shall only be entitled to
                                    receive, and the Issuer must only pay, that
                                    part of the Approved Seller's Fee which will
                                    not result in the value of Liquid Authorised
                                    Investments being less than the Prescribed
                                    Minimum Level; and

                          (B)       payment of the balance of the Approved
                                    Seller's Fee shall be deferred until such
                                    later Payment Date as such payment will not
                                    result in the value of Liquid Authorised
                                    Investments being less than the Prescribed
                                    Minimum Level.

                          Prior to any payment of the Approved Seller's Fee, the
                          Trust Manager shall certify to the Issuer that such
                          payment will not breach this sub-paragraph (iv) (upon
                          which certification the Issuer will rely
                          conclusively).

                  (v)     If the payment of the whole of the Beneficiary
                          Distribution under Condition 4(g)(i) would result in
                          the value of the Liquid Authorised Investments being
                          less than the Prescribed Minimum Level, or if the
                          value of the Liquid Authorised Investments at the time
                          of proposed payment is already less than the
                          Prescribed Minimum Level, then:


-------------------------------------------------------------------------------
                                                                        Page 80


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

                          (A)      holders of Residual Income Units shall only
                                   be entitled to receive, and the Issuer must
                                   only pay, that part of the Beneficiary
                                   Distribution which will not result in the
                                   value of Liquid Authorised Investments being
                                   less than the Prescribed Minimum Level; and

                          (B)      payment of the balance of the Beneficiary
                                   Distribution shall be deferred until such
                                   later Payment Date as such payment will not
                                   result in the value of Liquid Authorised
                                   Investments being less than the Prescribed
                                   Minimum Level.

                          Prior to any payment of the Beneficiary Distribution,
                          the Trust Manager shall certify to the Issuer that
                          such payment will not breach this sub-paragraph (v)
                          (upon which certification the Issuer will rely
                          conclusively).

5.       CONDITION 5. REDEMPTION AND PURCHASE

--------------------------------------------------------------------------------

         Capitalised terms in this Condition 5 have the same meaning given in
         the Series Notice unless otherwise defined in these Conditions.

         (a)      MANDATORY REDEMPTION IN PART FROM MORTGAGE PRINCIPAL
                  REPAYMENTS

                  The US$ Notes are subject to mandatory redemption in part on
                  any Quarterly Payment Date if on that date and/or on the two
                  immediately preceding Payment Dates there are any Mortgage
                  Principal Repayments, Surplus Liquidity and Recovery Amount
                  available to be distributed in relation to such US$ Notes (as
                  detailed in Condition 5(b)). The principal amount so
                  redeemable in respect of each US$ Note prior to enforcement of
                  the Security Trust Deed (each a PRINCIPAL PAYMENT) on any
                  Quarterly Payment Date is subject to the priorities set out in
                  Condition 5(b) and will be the amount available for payment as
                  set out in Condition 5(b) on the day which is 2 Business Days
                  before the Payment Date divided by the number of US$ Notes in
                  that Class which are then outstanding (rounded down to the
                  nearest cent), provided always that no Principal Payment on a
                  US$ Note on any date may exceed the amount equal to the
                  Principal Amount of that US$ Note at that date.

                  The amount of mandatory principal redemptions after
                  enforcement of the Security Trust Deed is subject to the
                  priority of payments set out in the Security Trust Deed.

                  Notice of amounts to be redeemed will be provided by the Trust
                  Manager to the Issuer, the Calculation Agent, the Principal
                  Paying Agent, each Currency Swap Provider and the Note
                  Trustee.

         (b)      PRINCIPAL DISTRIBUTIONS ON NOTES PRIOR TO THE ENFORCEMENT OF
                  THE SECURITY TRUST DEED

                  (i)     (A)      All Mortgage Principal Repayments which are
                                   received by the Issuer during each Collection
                                   Period, except to the extent the Trust
                                   Manager directs the Issuer in writing that
                                   such moneys be applied or retained for
                                   Liquidity Purposes in accordance with the
                                   provisions of the Series Notice, Surplus
                                   Liquidity and Recovery Amount for the
                                   corresponding Payment Date must, prior to the
                                   enforcement of the Security Trust Deed, be
                                   deposited or paid by the Issuer (at the
                                   direction of the Trust Manager on


-------------------------------------------------------------------------------
                                                                        Page 81


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                                   or before the date which is 2 Business Days
                                   before the relevant Payment Date) on the
                                   corresponding Payment Date in the following
                                   order of priority.

                                   (1)      FIRST - payments to be made in
                                            accordance with Condition 4(g)(iv).

                                   (2)      SECOND - to Class A1 Noteholders (in
                                            the proportion as specified in
                                            sub-paragraph (i)(B)) in payment of
                                            the Principal Amount of Class A1
                                            Notes until such time as all Class
                                            A1 Notes have been redeemed in full.

                                   (3)      THIRD -

                                            (I)     if the Threshold
                                                    Requirements are satisfied
                                                    on that Payment Date, in
                                                    accordance with Condition
                                                    5(b)(vi); or

                                            (II)    if the Threshold
                                                    Requirements are not
                                                    satisfied on that Payment
                                                    Date, in accordance with
                                                    Condition 5(b)(vii).

                                   (4)      FOURTH - subject to clause 10.2(c)
                                            of the Series Notice, by way of a
                                            distribution of the capital of the
                                            Trust, to the Residual Income
                                            Beneficiaries in proportion to their
                                            respective Income Percentages (to be
                                            distributed on termination of the
                                            Trust).

                                            The obligation of the Issuer to make
                                            any deposit or payment under each of
                                            the above paragraphs of Condition
                                            5(b)(i) is limited in each case to
                                            the Mortgage Principal Repayments,
                                            Surplus Liquidity and Recovery
                                            Amount or (as the case may be) to
                                            the balance of the Mortgage
                                            Principal Repayments, Surplus
                                            Liquidity and Recovery Amount
                                            available after deposit or payment
                                            in accordance with the preceding
                                            paragraph or paragraphs (if any).

                          (B)      The proportion of any amount available to be
                                   paid to any Noteholder in respect of any
                                   Class of Notes will be the proportion which
                                   the Principal Amount of the Note in respect
                                   of that Class of Notes held by that
                                   Noteholder bears to the Total Principal
                                   Amount of all Notes in respect of that Class
                                   of Notes.

                  (ii)    On any Quarterly Payment Date when the Total Principal
                          Amount of all Notes in all Classes does not exceed 10%
                          of the Initial Principal Amount of all Notes the
                          Issuer must, if so directed in writing by the Trust
                          Manager on or before the date which is 2 Business Days
                          before that Quarterly Payment Date, repay the whole of
                          the Principal Amount of all Notes together with any
                          outstanding Interest in relation to those Notes
                          subject to the following conditions:

                          (A)      the Trust Manager having provided to:


-------------------------------------------------------------------------------
                                                                        Page 82


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                                   (1)      each relevant Noteholder, the Issuer
                                            and the Note Trustee, 30 days' prior
                                            notice (in the case of US$
                                            Noteholders, in accordance with
                                            Condition 12); and

                                   (2)      each Designated Rating Agency, 30
                                            days' prior written notice,

                                   of the Trust Manager's intention to direct
                                   the Issuer to redeem the Notes under this
                                   sub-paragraph;

                          (B)      the Issuer having sufficient cash to make
                                   such repayment (upon which the Issuer may
                                   rely conclusively on a certification from the
                                   Trust Manager);

                          (C)      the Issuer retaining such amount as the Trust
                                   Manager or the Issuer reasonably determines
                                   will be necessary to satisfy any outstanding
                                   or anticipated Expenses or payment to any
                                   Swap Provider under a Hedge Agreement; and

                          (D)      the repayment being made in the order of
                                   priority set out in Condition 5(b)(i).

                  (iii)   On any Quarterly Payment Date on or after a Step-Up
                          Margin Date the Issuer must, if so directed by the
                          Trust Manager on or before the date which is 2
                          Business Days before that Quarterly Payment Date,
                          repay the whole of the Principal Amount of any Notes
                          which have a Step-Up Margin Date on or before that
                          Payment Date together with any outstanding Interest in
                          relation to those Notes subject to the following
                          conditions:

                          (A)      the Trust Manager having provided to:

                                   (1)      each relevant Noteholder, the Issuer
                                            and the Note Trustee, 30 days' prior
                                            notice (in the case of US$
                                            Noteholders, in accordance with
                                            Condition 12); and

                                   (2)      each Designated Rating Agency, 30
                                            days' prior written notice,

                                   of the Trust Manager's intention to direct
                                   the Issuer to redeem the relevant Notes under
                                   this sub-paragraph;

                          (B)      the Trust Manager receiving from each
                                   Designated Rating Agency written confirmation
                                   that the repayment will not result in a
                                   downgrade or withdrawal of the rating of any
                                   other Notes;

                          (C)      the Issuer having sufficient cash to make
                                   such repayment (upon which the Issuer may
                                   rely conclusively on a certification from the
                                   Trust Manager);

                          (D)      the Issuer retaining such amount as the Trust
                                   Manager or the Issuer reasonably determines
                                   will be necessary to satisfy any outstanding
                                   or anticipated Expenses, payment to any
                                   Noteholder in respect of a Note (other than a
                                   Note in respect of which Principal Amount and
                                   Interest are to be repaid) or payment to any
                                   Swap Provider under a Hedge Agreement; and


-------------------------------------------------------------------------------
                                                                        Page 83


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

                          (E)      the repayment being made in the order of
                                   priority set out in Condition 5(b)(i).

                          The Trust Manager may give a direction described in
                          sub-paragraph (iii) in respect of any one Class of
                          Notes, with a particular Step-Up Margin Date
                          notwithstanding that it has not given a similar
                          direction in relation to any other Class with the same
                          Step-Up Margin Date, provided that in no circumstance
                          may the Trust Manager give a direction described in
                          sub-paragraph (iv) in relation to Class B Noteholders
                          unless:

                          (1)      there are at that time no Class A Notes
                                   outstanding; or

                          (2)      the Trust Manager at the same time gives or
                                   has given a direction described in paragraph
                                   (iii) in relation to all Class A Notes then
                                   outstanding.

                  (iv)    A Noteholder is not entitled to receive any amounts
                          other than:

                          (A)      the Interest payable on, and

                          (B)      the Principal Amount of,

                          Notes held by that Noteholder.

                  (v)     The Issuer may not recover any distribution to a
                          Beneficiary from a Beneficiary once it is paid to that
                          Beneficiary except where there has been an error in
                          the relevant calculation of the distribution.

                  (vi)    If, on a Payment Date, the Threshold Requirements are
                          satisfied, amounts applied under Condition
                          5(b)(i)(A)(3)(I) must be deposited or paid, pari passu
                          and rateably:

                         (A)      (1)       prior to the termination of the
                                            Class A2 Currency Swap, to the Class
                                            A2 Currency Swap Provider of the
                                            Class A2 A$ Equivalent of the Class
                                            A2 Currency Swap Notional Amount for
                                            that Payment Date (and, if that
                                            Payment Date is a Quarterly Payment
                                            Date, any reciprocal payment by the
                                            Class A2 Currency Swap Provider is
                                            thereafter to be applied in
                                            accordance with Condition 5(c)(ii)
                                            towards payment of the Principal
                                            Amount of the Class A2 Notes (in the
                                            proportion as specified in
                                            sub-paragraph(i)(B)); and

                                   (2)      after the termination of the Class
                                            A2 Currency Swap, to the Note
                                            Trustee for application in
                                            accordance with Condition 5(c) of
                                            the Class A2 A$ Equivalent of the
                                            Class A2 Currency Swap Notional
                                            Amount for that Payment Date;

                         (B)       (1)      prior to the termination of the
                                            Class B1 Currency Swap, to the Class
                                            B1 Currency Swap Provider of the
                                            Class B1 A$ Equivalent of the Class
                                            B1 Currency Swap Notional Amount for
                                            that Payment Date (and, if that
                                            Payment Date is a Quarterly Payment


-------------------------------------------------------------------------------
                                                                        Page 84


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                                            Date, any reciprocal payment by the
                                            Class B1 Currency Swap Provider is
                                            thereafter to be applied in
                                            accordance with Condition 5(c)(iv)
                                            towards payment of the Principal
                                            Amount of the Class B1 Notes (in the
                                            proportion as specified in
                                            sub-paragraph (i)(B)); and

                                   (2)      after the termination of the Class
                                            B1 Currency Swap, to the Note
                                            Trustee for application in
                                            accordance with Condition 5(c) of
                                            the Class B1 A$ Equivalent of the
                                            Class B1 Currency Swap Notional
                                            Amount for that Payment Date; and

                          (C)      to Class B2 Noteholders (in the proportion as
                                   specified in sub-paragraph (i)(B)) in payment
                                   of the Principal Amount of the Class B2
                                   Notes.

                  (vii)   If, on a Payment Date, the Threshold Requirements are
                          not satisfied, amounts applied under Condition
                          5(b)(i)(A)(3)(II) must be deposited or paid in the
                          following order of priority:

                          (A)      (1)      prior to the termination of the
                                            Class A2 Currency Swap, to the Class
                                            A2 Currency Swap Provider of the
                                            Class A2 A$ Equivalent of the Class
                                            A2 Currency Swap Notional Amount for
                                            that Payment Date (and, if that
                                            Payment Date is a Quarterly Payment
                                            Date, any reciprocal payment by the
                                            Class A2 Currency Swap Provider is
                                            thereafter to be applied in
                                            accordance with Condition 5(c)(ii)
                                            towards payment of the Principal
                                            Amount of the Class A2 Notes (in the
                                            proportion as specified in
                                            sub-paragraph (i)(B)); and

                                   (2)      after the termination of the Class
                                            A2 Currency Swap, to the Note
                                            Trustee for application in
                                            accordance with Condition 5(c) of
                                            the Class A2 A$ Equivalent of the
                                            Class A2 Currency Swap Notional
                                            Amount for that Payment Date,

                                   and, in each case, until such time as the
                                   Class A2 Notes have been redeemed in full;

                          (B)      pari passu and rateably:

                                   (1)      (I)     prior to the termination of
                                                    the Class B1 Currency Swap,
                                                    to the Class B1 Currency
                                                    Swap Provider of the Class
                                                    B1 A$ Equivalent of the
                                                    Class B1 Currency Swap
                                                    Notional Amount for that
                                                    Payment Date (and, if that
                                                    Payment Date is a Quarterly
                                                    Payment Date, any reciprocal
                                                    payment by the Class B1
                                                    Currency Swap Provider is
                                                    thereafter to be applied in
                                                    accordance with Condition
                                                    5(c)(iv) towards payment of
                                                    the Principal Amount of the
                                                    Class B1 Notes (in the
                                                    proportion as specified in
                                                    sub-paragraph (i)(B)); and


-------------------------------------------------------------------------------
                                                                        Page 85


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                                            (II)    after the termination of the
                                                    Class B1 Currency Swap, to
                                                    the Note Trustee for
                                                    application in accordance
                                                    with Condition 5(c)of the
                                                    Class B1 A$ Equivalent of
                                                    the Class B1 Currency Swap
                                                    Notional Amount for that
                                                    Payment Date; and

                                   (2)      to Class B2 Noteholders (in the
                                            proportion as specified in
                                            sub-paragraph (i)(B)) in payment of
                                            the Principal Amount of the Class B2
                                            Notes,

                                   and, in each case, until such time as the
                                   Class B Notes have been redeemed in full.

         (c)      US$ ACCOUNT

                  The Issuer must direct each Currency Swap Provider to pay all
                  amounts denominated in US$ payable to the Issuer by each
                  Currency Swap Provider under each Currency Swap into the US$
                  Account or to the Principal Paying Agent under the Agency
                  Agreement. The Issuer has given this direction in each
                  Currency Swap.

                  The Note Trustee must, on each Payment Date on which the
                  Issuer pays an amount under Condition 4(g)(i)(E)(2)(II),
                  4(g)(i)(F)(1)(II), 5(b)(vi)(A)(2), 5(b)(vi)(B)(2),
                  5(b)(vii)(A)(2) or 5(b)(vii)(B)(1)(II) (the AUD AMOUNT), pay
                  into the US$ Account or to the Principal Paying Agent under
                  the Agency Agreement, an amount in US$ equal to the AUD Amount
                  at the spot exchange rate in New York City for US$ purchases
                  of Australian dollars on that Payment Date.

                  The Issuer must, or must require that the Paying Agents on its
                  behalf, at the direction of the Trust Manager pay all such
                  amounts as follows, and in accordance with the Note Trust Deed
                  and the Agency Agreement (the following not in any order of
                  priority):

                  (i)     as contemplated in Conditions 4(g)(i)(E)(2)(I) and
                          4(g)(i)(E)(2)(II), pari passu to Class A2 Noteholders
                          in relation to Class A2 Notes as payments of Interest
                          on those Class A2 Notes;

                  (ii)    as contemplated in Conditions 5(b)(vi)(A)(1),
                          5(b)(vi)(A)(2), 5(b)(vii)(A)(1) and 5(b)(vii)(A)(2),
                          pari passu to Class A2 Noteholders in payment of the
                          Principal Amount of the Class A2 Notes until such time
                          as all Class A2 Notes have been redeemed;

                  (iii)   as contemplated in Conditions 4(g)(i)(F)(1)(I) and
                          4(g)(i)(F)(1)(II), pari passu to Class B1 Noteholders
                          in relation to Class B1 Notes as payments of Interest
                          on those Class B1 Notes;

                  (iv)    as contemplated in Conditions 5(b)(vi)(B)(1),
                          5(b)(vi)(B)(2), 5(b)(vii)(B)(1)(I) and
                          5(b)(vii)(B)(1)(II), pari passu to Class B1
                          Noteholders in payment of the Principal Amount of the
                          Class B1 Notes until such time as all Class B1 Notes
                          have been redeemed;

                  (v)     as contemplated in Conditions 5(b)(ii) and 5(b)(iii):


-------------------------------------------------------------------------------
                                                                        Page 86


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                          (A)      pari passu to Class A2 Noteholders in
                                   relation to Class A2 Notes; and

                          (B)      pari passu to Class B1 Noteholders in
                                   relation to Class B1 Notes,

                          as payment of redemption amounts; and

                  (vi)    as contemplated in Condition 5(f), 5(g) and 5(h):

                          (A)      pari passu to Class A2 Noteholders in
                                   relation to Class A2 Notes; and

                          (B)      pari passu to Class B1 Noteholders in
                                   relation to Class B1 Notes,

                          as payment of redemption amounts.

         (d)      CALCULATION OF PRINCIPAL PAYMENTS AND PRINCIPAL AMOUNT

                  (i)     On each date which is 2 Business Days before each
                          Payment Date, the Trust Manager must determine:

                          (A)      the amount of any Principal Payment in
                                   respect of each US$ Note on the Payment Date
                                   following that date; and

                          (B)      the Principal Amount of each US$ Note as at
                                   the first day of the next following Interest
                                   Period for the US$ Notes (after deducting any
                                   Principal Payment due to be made in respect
                                   of each US$ Note on the next Payment Date).

                  (ii)    The Trust Manager must notify the Issuer, the Note
                          Trustee, each Paying Agent, the Calculation Agent and
                          each Currency Swap Provider by not later than (or as
                          soon as practicable after) the date which is 2
                          Business Days before the relevant Payment Date of each
                          determination with respect to the US$ Notes of the
                          Principal Payment and Principal Amount in respect of
                          that Payment Date and will immediately cause details
                          of each of those determinations to be published in
                          accordance with Condition 12. If no Principal Payment
                          is due to be made on the Class A2 Notes or the Class
                          B1 Notes on any Payment Date a notice to this effect
                          will be given to the Class A2 Noteholders or Class B1
                          Noteholders (as the case may be) in accordance with
                          Condition 12.

                  (iii)   If the Trust Manager does not at any time for any
                          reason determine a Principal Payment or the Principal
                          Amount applicable to any US$ Note in accordance with
                          this paragraph, the Principal Payment and the
                          Principal Amount must be determined by the Calculation
                          Agent in accordance with this paragraph and paragraph
                          (i) above (but based on the information in its
                          possession) and each such determination or calculation
                          will be deemed to have been made by the Trust Manager.


-------------------------------------------------------------------------------
                                                                        Page 87


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         (e)      CALL

                  The Issuer must, when so directed by the Trust Manager (at the
                  Trust Manager's option), purchase or redeem the US$ Notes by
                  repaying the Principal Amount, in the circumstances described
                  in Conditions 5(b)(ii) and 5(b)(iii).

                  The Trust Manager will notify Noteholders of its intention to
                  direct the Issuer in relation to such a repurchase in
                  accordance with Condition 12.

         (f)      REDEMPTION FOR TAXATION OR OTHER REASONS

                  If the Trust Manager satisfies the Issuer and the Note Trustee
                  immediately prior to giving the notice referred to below that:

                  (i)     on the next Payment Date the Issuer or a Paying Agent
                          would be required to deduct or withhold from any
                          payment:

                          (A)      of principal or interest in respect of the
                                   Notes; or

                          (B)      to a Currency Swap Provider under a Currency
                                   Swap,

                          any amount for or on account of any present or future
                          taxes, duties, assessments or governmental charges of
                          whatever nature imposed, levied, collected, withheld
                          or assessed by any Government Agency; or

                  (ii)    a Government Agency requires the deduction or
                          withholding from any payment by an Obligor in respect
                          of a Purchased Loan of any amount for or on account of
                          any taxes, duties, assessments or governmental charges
                          of whatever nature imposed, levied, collected,
                          withheld or assessed by that Government Agency,

                  the Issuer must, when so directed by Noteholders representing
                  at least 75% of the outstanding Principal Amount of the Notes
                  (provided that the Issuer will be in a position on the next
                  Quarterly Payment Date to discharge (and the Trust Manager
                  will so certify to the Issuer and the Note Trustee upon which
                  certification the Issuer and the Note Trustee will rely
                  conclusively) all its liabilities in respect of the Notes (at
                  their relevant Principal Amount) and any amounts which would
                  be required under the Security Trust Deed to be paid in
                  priority or pari passu with the Notes if the security for the
                  Notes were being enforced), having given not more than 60 nor
                  less than 45 days notice to the Noteholders (in the case of
                  US$ Noteholders, in accordance with Condition 12), redeem all,
                  but not some only, of the Notes at their relevant Principal
                  Amount together with accrued interest to (but excluding) the
                  date of redemption on the next Quarterly Payment Date,
                  provided that the redemption is made in the order of priority
                  set out in Condition 5(b)(i).

         (g)      REDEMPTION FOR GROSS UP UNDER CURRENCY SWAPS

                  If the Trust Manager satisfies the Issuer and the Note Trustee
                  immediately prior to giving the notice referred to below that
                  on the next Quarterly Payment Date a Currency Swap Provider
                  would be required to deduct or withhold from any payment under
                  a Currency Swap any amount for or on account of any present or
                  future taxes, duties, assessments or governmental charges of
                  whatever nature imposed, levied, collected, withheld or
                  assessed by any Government Agency, the Issuer must, when so
                  directed by the Trust Manager (in its


-------------------------------------------------------------------------------
                                                                        Page 88


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

                  sole discretion) (provided that the Issuer will be in a
                  position on such Quarterly Payment Date to discharge (and the
                  Trust Manager will so certify to the Issuer and the Note
                  Trustee) all its liabilities in respect of the Notes (at their
                  relevant Principal Amount) and any amounts which would be
                  required under the Security Trust Deed to be paid in priority
                  or pari passu with the Notes if the security for the Notes
                  were being enforced), having given not more than 60 nor less
                  than 45 days notice to the Noteholders, redeem all, but not
                  some only, of the Notes at their relevant Principal Amount
                  together with accrued interest to (but excluding) the date of
                  redemption on the next Quarterly Payment Date, provided that
                  the redemption is made in the order of priority set out in
                  Condition 5(b)(i).

         (h)      REDEMPTION ON MATURITY

                  If not otherwise redeemed, the Issuer must redeem US$ Notes at
                  their Principal Amount on the Maturity Date.

         (i)      CERTIFICATION

                  For the purpose of any redemption made under this Condition 5,
                  the Note Trustee may rely on Officer's Certificate of the
                  Trust Manager that the Issuer will be in a position to
                  discharge all its liabilities in respect of the US$ Notes and
                  any amounts required under the Security Trust Deed to be paid
                  in priority to or pari passu with the US$ Notes and that
                  certificate will be conclusive and binding on the Issuer and
                  the holders of the US$ Notes. The Note Trustee will not incur
                  any liability as a result of relying on such certificate or
                  such certificate subsequently being considered invalid.

         (j)      CHARGE-OFFS

                  If, on any Payment Date, the Aggregate Principal Loss Amount
                  for the corresponding Collection Period exceeds the amount
                  allocated or available for allocation on that Payment Date
                  under Condition 4(g)(i)(H), the Trust Manager must direct the
                  Issuer to, and the Issuer must, on and with effect from that
                  Payment Date:

                  (i)     reduce, pari passu and rateably:

                          (A)      the Stated Amount of the Class B1 Notes by
                                   the Class B1 US$ Equivalent of the amount of
                                   that excess attributable to the Class B1
                                   Notes; and

                          (B)      the Stated Amount of the Class B2 Notes by
                                   the amount of that excess attributable to the
                                   Class B2 Notes,

                          until the Stated Amount of each Class B Note is
                          reduced to zero; and

                  (ii)    if the Stated Amount of all Class B Notes is zero and
                          any amount of that excess has not been applied under
                          sub-paragraph (i), reduce, pari passu and rateably:

                          (A)      the Stated Amount of the Class A1 Notes by
                                   the balance of that excess attributable to
                                   the Class A1 Notes; and

                          (B)      the Stated Amount of the Class A2 Notes by
                                   the Class A2 A$ Equivalent of the balance of
                                   that excess attributable to the Class A2
                                   Notes,

                          until the Stated Amount of each Class A Note is zero.


-------------------------------------------------------------------------------
                                                                        Page 89


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

6.       CONDITION 6.  PAYMENTS

--------------------------------------------------------------------------------

         Any instalment of interest or principal, payable on any US$ Note which
         is punctually paid or duly provided for by the Issuer to the Paying
         Agent on the applicable Payment Date or Maturity Date shall be paid to
         the person in whose name such US$ Note is registered on the Record
         Date, either by cheque mailed first-class, postage prepaid, to such
         person's address as it appears on the Note Register on such Record Date
         or by wire transfer in immediately available funds to the account
         designated by such person as it appears on the Note Register on such
         Record Date, except that, unless Definitive Notes have been issued
         pursuant to clause 3.3 of the Note Trust Deed, with respect to US$
         Notes registered on the Record Date in the name of the nominee of the
         Clearing Agency (initially such Clearing Agency to be DTC and such
         nominee to be Cede & Co.), payment will be made by wire transfer in
         immediately available funds to the account designated by such nominee.

         (a)      INITIAL PRINCIPAL PAYING AGENT

                  The initial Principal Paying Agent is The Bank of New York,
                  New York branch at its office at 101 Barclay Street, 21W, New
                  York, New York, 10286.

         (b)      PAYING AGENTS

                  The Issuer (or the Trust Manager on its behalf with the
                  consent of the Issuer, such consent not to be unreasonably
                  withheld), may at any time (with the previous written approval
                  of the Note Trustee) vary or terminate the appointment of any
                  Paying Agent and appoint additional or other Paying Agents,
                  provided that it will at all times maintain a Paying Agent
                  having a specified office in New York City. Notice of any such
                  termination or appointment and of any change in the office
                  through which any Paying Agent will act will be given by the
                  Trust Manager on behalf of the Issuer in accordance with
                  Condition 12.

                  (c)      PAYMENT ON BUSINESS DAYS

                  If the due date for payment of any amount of principal or
                  Interest in respect of any US$ Note is not a Business Day then
                  payment will be made on the next succeeding Business Day
                  unless that day falls in the next calendar month, in which
                  case the due date will be the preceding Business Day and the
                  holder of that US$ Note is not entitled to any further
                  interest or other payment in respect of that delay.

                  (d)      INTEREST ON UNPAID INTEREST

                  If Interest is not paid in respect of a US$ Note on the date
                  when due and payable (other than because the due date is not a
                  Business Day), that unpaid Interest will itself bear interest
                  (both before and after judgment) at the relevant Interest Rate
                  applicable from time to time to the relevant US$ Note until
                  the unpaid Interest, and interest on it, is available for
                  payment and notice of that availability has been duly given in
                  accordance with Condition 12.

7.       CONDITION 7.  TAXATION

--------------------------------------------------------------------------------

         All payments in respect of the US$ Notes will be made without
         withholding or deduction for, or on account of, any present or future
         taxes, duties or charges of whatsoever nature unless the Issuer or


-------------------------------------------------------------------------------
                                                                        Page 90


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         any Paying Agent is required by applicable law to make any such payment
         in respect of the US$ Notes subject to any withholding or deduction
         for, or on account of, any present or future taxes, duties or charges
         of whatever nature. In that event the Issuer or that Paying Agent (as
         the case may be) must make such payment after such withholding or
         deduction has been made and must account to the relevant authorities
         for the amount so required to be withheld or deducted. Neither the
         Issuer nor any Paying Agent will be obliged to make any additional
         payments to US$ Noteholders in respect of that withholding or
         deduction.

8.       CONDITION 8.  PRESCRIPTION

--------------------------------------------------------------------------------

         A US$ Note will become void in its entirety unless surrendered for
         payment within ten years of the Relevant Date (as defined below) in
         respect of any payment on it the effect of which would be to reduce the
         relevant Principal Amount of that US$ Note to zero. After the date on
         which a US$ Note becomes void in its entirety, no claim may be made in
         respect of it.

         As used in these Conditions, the RELEVANT DATE means the date on which
         a payment first becomes due but, if the full amount of the money
         payable has not been received in New York City by the Principal Paying
         Agent or the Note Trustee on or prior to that date, it means the date
         on which, the full amount of such money having been so received, notice
         to that effect is duly given by the Principal Paying Agent in
         accordance with Condition 12.

9.       CONDITION 9.  EVENTS OF DEFAULT

--------------------------------------------------------------------------------

         Each of the following is an EVENT OF DEFAULT (whether or not it is
         within the control of the Issuer).

         (a)      The Issuer fails to pay:

                  (i)     any Interest within 10 Business Days of the Payment
                          Date on which the Interest was due to be paid,
                          together with all interest accrued and payable on that
                          Interest; and

                  (ii)    any other moneys secured by the Security Trust Deed,
                          within 10 Business Days of the due date for payment
                          (or within any applicable grace period agreed with the
                          Mortgagee (as defined in the Security Trust Deed) to
                          whom the moneys relate).

                          However, it will not be an Event of Default if the
                          Issuer fails to pay any moneys secured by the Security
                          Trust Deed:

                          (A)      which are subordinated to payment of amounts
                                   due to Class A Noteholders while any moneys
                                   secured by the Security Trust Deed remain
                                   owing:

                                   (1)      to Class A Noteholders; or

                                   (2)      which rank in priority to amounts
                                            due to Class A Noteholders; or

                          (B)      where the Issuer had sufficient available
                                   funds with its bankers with which any bank
                                   accounts of the Trust are held and had given
                                   instructions to those bankers to make that
                                   payment, and that the payment would have


-------------------------------------------------------------------------------
                                                                        Page 91


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                                   been made but for temporary technical or
                                   administrative difficulties outside the
                                   control of the Issuer.

         (b)      The Issuer fails to perform or observe any other provisions
                  (other than an obligation referred to in paragraph (a)) of a
                  Transaction Document (including any representation, warranty
                  or undertaking) and that default (if in the opinion of the
                  Security Trustee is capable of remedy) is not remedied within
                  30 days after written notice (or such longer period as may be
                  specified in the notice) from the Security Trustee requiring
                  the failure to be remedied.

         (c)      Any of the following occurs in relation to the Issuer (in its
                  capacity as trustee of the Trust):

                 (i)     an administrator of the Issuer is appointed;

                 (ii)    except for the purpose of a solvent reconstruction or
                         amalgamation:

                         (A)       an application or an order is made,
                                   proceedings are commenced, a resolution is
                                   passed or proposed in a notice of meeting or
                                   an application to a court or other steps
                                   (other than frivolous or vexatious
                                   applications, proceedings, notices and steps)
                                   are taken for:

                                   (1)      the winding up, dissolution or
                                            administration of the Issuer; or

                                   (2)      the Issuer entering into an
                                            arrangement, compromise or
                                            composition with or assignment for
                                            the benefit of its creditors or a
                                            class of them; or

                          (B)      the Issuer ceases, suspends or threatens to
                                   cease or suspend the conduct of all or
                                   substantially all of its business or disposes
                                   of or threatens to dispose of substantially
                                   all of its assets;

                  (iii)   the Issuer is or states that it is, or under
                          applicable legislation is taken to be, unable to pay
                          its debts (other than as the result of a failure to
                          pay a debt or claim the subject of a good faith
                          dispute) or stops or suspends or threatens to stop or
                          suspend payment of all or a class of its debts
                          (except, where this occurs only in relation to another
                          trust of which it is the trustee) and, for the
                          avoidance of doubt, an inability of the Issuer in its
                          capacity as trustee of the Trust to pay its debts does
                          not include the Issuer making any drawings under a
                          Support Facility in accordance with the Transaction
                          Documents;

                  (iv)    a receiver, receiver and manager or administrator is
                          appointed (by the Issuer or by any other person) to
                          all or substantially all of the assets and undertaking
                          of the Issuer;

                  (v)     an application is made to a court for an order
                          appointing a liquidator or provisional liquidator in
                          respect of the Issuer, or one of them is appointed,
                          whether or not under an order;

                  (vi)    as a result of the operation of section 459F(1) of the
                          Corporations Act, the Issuer is taken to have failed
                          to comply with a statutory demand;


-------------------------------------------------------------------------------
                                                                        Page 92


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

                  (vii)   the Issuer is or makes a statement from which it may
                          be reasonably deduced that the Issuer is, the subject
                          of an event described in section 459C(2)(b) or section
                          585 of the Corporations Act;

                  (viii)  the Issuer takes any step to obtain protection or is
                          granted protection from its creditors, under any
                          applicable legislation; or

                  (ix)    anything analogous to an event referred to in
                          sub-paragraphs (i) to (viii) (inclusive) or having
                          substantially similar effect occurs with respect to
                          the Issuer.

         (d)      The charge created by the Security Trust Deed is not or ceases
                  to be a first ranking charge over the assets of the Trust, or
                  any other obligation of the Issuer (other than as mandatorily
                  preferred by law) ranks ahead of or pari passu with any of the
                  moneys secured by the Security Trust Deed.

         (e)      Any security interest over the assets of the Trust is
                  enforced.

         (f)      An Interest Rate Swap or Currency Swap is terminated and a
                  replacement Interest Rate Swap or Currency Swap (as the case
                  may be) on terms that will not lead to a withdrawal or
                  downgrade of the rating assigned to any Notes, is not put in
                  place.

         (g)      (i)    All or any part of any Transaction Document (other than
                         an Interest Rate Swap or a Currency Swap) is terminated
                         or is or becomes void, illegal, invalid, unenforceable
                         or of limited force and effect; or

                  (ii)   a party becomes entitled to terminate, rescind or
                         avoid all or part of any Transaction Document (other
                         than an Interest Rate Swap or a Currency Swap).

         (h)      Without the prior consent of the Security Trustee:

                  (i)     the Trust is wound up, or the Issuer is required to
                          wind up the Trust under the Master Trust Deed or
                          applicable law, or the winding up of the Trust
                          commences;

                  (ii)    the Trust is held or is conceded by the Issuer not to
                          have been constituted or to have been imperfectly
                          constituted; or

                  (iii)   unless another trustee is appointed to the Trust under
                          the Transaction Documents, the Issuer ceases to be
                          authorised under the Trust to hold the property of the
                          Trust in its name and to perform its obligations under
                          the Transaction Documents.

         In the event that the charge constituted by the Security Trust Deed
         becomes enforceable following an event of default under the Notes any
         funds resulting from the realisation of such charge will be applied in
         accordance with the order of priority of payments as stated in the
         Security Trust Deed.

10.      CONDITION 10.  ENFORCEMENT

--------------------------------------------------------------------------------

         (a)      At any time after an Event of Default occurs, the Security
                  Trustee must (subject to being appropriately indemnified), if
                  so directed by an Extraordinary Resolution of the Voting
                  Mortgagees (being 75% of votes capable of being cast by Voting
                  Mortgagees present in person or by proxy of the relevant
                  meeting or a written resolution signed by all Voting
                  Mortgagees) declare the US$ Notes immediately due and payable
                  and declare the charge to


-------------------------------------------------------------------------------
                                                                        Page 93


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------



                  be enforceable. If an Extraordinary Resolution of Voting
                  Mortgagees referred to above elects not to direct the Security
                  Trustee to enforce the Security Trust Deed, in circumstances
                  where the Security Trustee could enforce, the Note Trustee
                  must, at the direction of the US$ Noteholders (by an
                  Extraordinary Resolution of the US$ Noteholders (as defined in
                  the Note Trust Deed) or in writing by the holders of at least
                  75% of the aggregate Principal Amount of the US$ Notes),
                  direct the Security Trustee to enforce the Security Trust Deed
                  on behalf of the Noteholders.

                  VOTING MORTGAGEE means:

                  (i)     with respect only to the enforcement of the charge
                          under the Security Trust Deed, for so long as the
                          amounts outstanding under the Class A Notes and the
                          Class B Notes are 75% or more of all amounts secured
                          by the Security Trust Deed, the Noteholders (being, in
                          the case of the US$ Noteholders, the Note Trustee or,
                          if the Note Trustee has become bound to take steps
                          and/or to proceed under the Security Trust Deed and
                          fails to do so within a reasonable time and such
                          failure is continuing, the US$ Noteholders and then
                          only if and to the extent that the US$ Noteholders are
                          able to do so under Australian law); and

                  (ii)    at any other time (subject to the Note Trust Deed and
                          the Security Trust Deed):


                          (A)      the Class A Noteholders (being, in the case
                                   of the Class A2 Noteholders, the Note Trustee
                                   or, if the Note Trustee has become bound to
                                   take steps and/or to proceed under the
                                   Security Trust Deed and fails to do so within
                                   a reasonable time and such failure is
                                   continuing, the Class A2 Noteholders and then
                                   only if and to the extent that the Class A2
                                   Noteholders are able to do so under
                                   Australian law); and

                          (B)      each other Mortgagee under the Security Trust
                                   Deed (other than a Class A Noteholder).

                          Subject to being indemnified in accordance with the
                          Security Trust Deed, the Security Trustee must take
                          all action necessary to give effect to any
                          Extraordinary Resolution of the Voting Mortgagees and
                          must comply with all directions contained in or given
                          pursuant to any Extraordinary Resolution of the Voting
                          Mortgagees in accordance with the Security Trust Deed.

                          No Noteholder (in its capacity as Noteholder) is
                          entitled to enforce the Security Trust Deed or to
                          appoint or cause to be appointed a receiver to any of
                          the assets secured by the Security Trust Deed or
                          otherwise to exercise any power conferred by the terms
                          of any applicable law on chargees except as provided
                          in the Security Trust Deed and as referred to in (A)
                          above.

         (b)      If any of the US$ Notes remain outstanding and are due and
                  payable otherwise than by reason of a default in payment of
                  any amount due on the US$ Notes, the Note Trustee must not
                  vote under the Security Trust Deed to enforce the Security
                  Trust Deed or dispose of the property mortgaged or charged by
                  the Security Trust Deed or any security interest in favour of
                  the Security Trustee securing the Secured Moneys (the
                  MORTGAGED PROPERTY) unless either:


-------------------------------------------------------------------------------
                                                                        Page 94


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                  (i)    a sufficient amount would be realised to discharge in
                         full all amounts owing to the US$ Noteholders and any
                         other amounts payable by the Issuer ranking in priority
                         to or pari passu with the US$ Notes; or

                  (ii)   the Note Trustee is of the opinion, reached after
                         considering at any time and from time to time the
                         advice of a merchant bank or other financial advisor
                         selected by the Note Trustee, that the cash flow
                         receivable by the Issuer (or the Security Trustee under
                         the Security Trust Deed) will not (or that there is a
                         significant risk that it will not) be sufficient,
                         having regard to any other relevant actual, contingent
                         or prospective liabilities of the Issuer, to discharge
                         in full in due course all the amounts referred to in
                         sub-paragraph (i).

         (c)      Neither the Note Trustee (except in the case of negligence,
                  fraud or wilful default by it) nor the Security Trustee
                  (except in the case of negligence, fraud or wilful default by
                  it) will be liable for any decline in the value, nor any loss
                  realised upon any sale or other dispositions made under the
                  Security Trust Deed, of any Mortgaged Property or any other
                  property which is charged to the Security Trustee by any other
                  person in respect of or relating to the obligations of the
                  Issuer or any third party in respect of the Issuer or the
                  Notes or relating in any way to the Mortgaged Property.
                  Without limitation, neither the Note Trustee nor the Security
                  Trustee will be liable for any such decline or loss directly
                  or indirectly arising from its acting, or failing to act, as a
                  consequence of a reasonable opinion reached by it in good
                  faith based on advice received by it in accordance with the
                  Note Trust Deed or the Security Trust Deed, as the case may
                  be.

         (d)      Subject to the provisions of the Note Trust Deed, the Note
                  Trustee will not be bound to vote under the Security Trust
                  Deed or to take any proceedings, actions or steps under, or
                  any other proceedings pursuant to or in connection with the
                  Security Trust Deed, the Note Trust Deed or any US$ Notes,
                  unless directed or requested to do so: (i) by an Extraordinary
                  Resolution of the US$ Noteholders; or (ii) in writing by the
                  holders of at least three-quarters of the aggregate Principal
                  Amount of the US$ Notes, and then only if the Note Trustee is
                  indemnified to its satisfaction against all action,
                  proceedings, claims and demands to which it may render itself
                  liable and all costs, charges, damages and expenses which it
                  may incur by so doing.

         (e)      Only the Security Trustee may enforce the provisions of the
                  Security Trust Deed and neither the Note Trustee nor any
                  holder of a US$ Note is entitled to proceed directly against
                  the Issuer to enforce the performance of any of the provisions
                  of the Security Trust Deed or the US$ Notes (including these
                  Conditions) except as provided for in the Security Trust Deed
                  and the Note Trust Deed.

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


-------------------------------------------------------------------------------
                                                                        Page 95


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                  Note Trustee. The Security Trustee is not obliged to take any
                  action, give any consent or waiver or make any determination
                  under the Security Trust Deed without being directed to do so
                  by the Voting Mortgagees in accordance with the Security Trust
                  Deed.

         (g)      Prior to the Security Trustee becoming actually aware of the
                  occurrence of an Event of Default and provided that it has
                  been indemnified in accordance with the Security Trust Deed,
                  the Security Trustee may enforce the Security Trust Deed
                  without an Extraordinary Resolution of the Voting Mortgagees
                  if it believes (in its absolute discretion) that it is
                  necessary to do so to protect the interests of the Mortgagees
                  (provided that it must enforce the Security Trust Deed if so
                  directed by an Extraordinary Resolution of the Voting
                  Mortgagees).

         Upon enforcement of the charge created by the Security Trust Deed, the
         net proceeds of enforcement may be insufficient to pay all amounts due
         on redemption of the Notes. The proceeds from enforcement (which will
         not include amounts required by law to be paid to the holder of any
         prior ranking security interest, and the proceeds of cash collateral
         lodged with and payable to a Swap Provider or other provider of a
         Support Facility) will be applied in the order of priority as set out
         in the Security Trust Deed. Any claims of the Noteholders remaining
         after realisation of the charge and application of the proceeds will,
         except in certain limited circumstances, be extinguished.

11.      CONDITION 11.  REPLACEMENT OF US$ NOTES

--------------------------------------------------------------------------------

         If any US$ Note is lost, stolen, mutilated, defaced or destroyed, it
         may be replaced at the specified office of any Paying Agent upon
         payment by the claimant of the costs incurred in connection with that
         replacement and on such terms as to evidence and indemnity as the
         Paying Agent may reasonably require. Mutilated or defaced US$ Notes
         must be surrendered before replacements will be issued.

12.      CONDITION 12.  NOTICES

--------------------------------------------------------------------------------

         (a)      Where the Note Trust Deed or these Conditions provide for
                  notice to US$ Noteholders of any event, such notice shall be
                  sufficiently given (unless otherwise provided by law or
                  otherwise herein expressly provided) if:

                  (i)     for so long as any Notes are listed on the Australian
                          Stock Exchange, published in a leading newspaper
                          having general circulation in Australia. Each such
                          notice will be deemed to be given on the date of the
                          first publication; or

                  (ii)    in relation to any notice specifying a Quarterly
                          Payment Date, an Interest Rate, any Interest payable,
                          any Principal Payment (or the absence of a Principal
                          Payment) or the Principal Amount of any US$ Note after
                          any Principal Payment, that notice is published on a
                          page of the Reuters Screen or the electronic
                          information system made available by Bloomberg L.P. or
                          any other similar electronic reporting service as may
                          be approved by the Note Trustee in writing and
                          notified to the US$ Noteholders.


-------------------------------------------------------------------------------
                                                                        Page 96


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


                          Such notice will be deemed to be given on the first
                          date on which it appears on the relevant electronic
                          reporting service; or

                  (iii)   if, for any reason, it is impractical to give notice
                          in the manner provided in paragraph (ii) of this
                          Condition 12(a), then the manner of giving notice
                          referred to in paragraph (i) of this Condition 12(a)
                          shall be deemed to be a sufficient giving of notice.

         (b)      Where these conditions provide for notice in any manner, such
                  notice may be waived in writing by any person entitled to
                  receive such notice, either before or after the event, and
                  such waiver shall be the equivalent of such notice. Waivers of
                  notice by US$ Noteholders shall be filed with the Note Trustee
                  but such filing shall not be a condition precedent to the
                  validity of any action taken in reliance upon such a waiver.

13.      CONDITION 13.  MEETINGS OF VOTING MORTGAGEES AND MEETINGS OF US$
         NOTEHOLDERS; MODIFICATIONS; CONSENTS; WAIVER

--------------------------------------------------------------------------------

         The Security Trust Deed contains provisions for convening meetings of
         the Voting Mortgagees to, among other things, enable the Voting
         Mortgagees to direct or consent to the Security Trustee taking or not
         taking certain actions under the Security Trust Deed, for example to
         enable the Voting Mortgagees to direct the Security Trustee to enforce
         the Security Trust Deed.

         The Note Trust Deed contains provisions for convening meetings of US$
         Noteholders to consider any matter affecting their interests, including
         the directing of the Note Trustee to direct the Security Trustee to
         enforce the charge under the Security Trust Deed, or the sanctioning by
         Extraordinary Resolution of the US$ Noteholders of a modification of
         the US$ Notes (including these Conditions) or the provisions of any of
         the Relevant Documents, provided that no modification of certain terms
         including, among other things, the date of maturity of the US$ Notes,
         or a modification which would have the effect of altering the amount of
         interest payable in respect of a US$ Note or modification of the method
         of calculation of the interest payable or of the date for payment of
         interest in respect of any US$ Notes, reducing or cancelling the amount
         of principal payable in respect of any US$ Notes or altering the
         majority required to pass an Extraordinary Resolution or altering the
         currency of payment of any US$ Notes or an alteration of the date or
         priority of payment of interest on, or redemption of, the US$ Notes
         (any such modification being referred to below as a BASIC TERMS
         MODIFICATION) will be effective except that, if the Note Trustee is of
         the opinion that such a Basic Terms Modification is being proposed by
         the Issuer as a result of, or in order to avoid, an Event of Default,
         such Basic Terms Modification may be sanctioned by Extraordinary
         Resolution of the US$ Noteholders as described below. The quorum at any
         meeting of US$ Noteholders for passing an Extraordinary Resolution will
         be two or more persons holding or representing over 50% of the
         aggregate Principal Amount of the US$ Notes then outstanding or, at any
         adjourned meeting, two or more persons being or representing US$
         Noteholders whatever the aggregate Principal Amount of the US$ Notes so
         held or represented except that, at any meeting the business of which
         includes the sanctioning of a Basic Terms Modification, the necessary
         quorum for passing an Extraordinary Resolution will be two or more
         persons holding or representing 75% or at any adjourned such meeting
         25%, or more of the aggregate Principal Amount of the US$ Notes then
         outstanding. An


-------------------------------------------------------------------------------
                                                                        Page 97


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


         Extraordinary Resolution passed at any meeting of US$ Noteholders will
         be binding on all US$ Noteholders, whether or not they are present at
         the meeting. The majority required for an Extraordinary Resolution will
         be 75% of the votes cast in respect of that Extraordinary Resolution.

         Pursuant to the terms of the Note Trust Deed, the Note Trustee, the
         Trust Manager and the Issuer may agree, without the consent of the US$
         Noteholders, among other things, to any alteration, addition or
         modification to the Notes or any Transaction Document that is:

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

         (b)      in the opinion of the Note Trustee, necessary to comply with
                  the provisions of any law or regulation or with the
                  requirements of any governmental authority;

         (c)      in the opinion of the Note Trustee appropriate or expedient as
                  a consequence of an amendment to any law or regulation or
                  altered requirements of any governmental authority; or

         (d)      in the opinion of the Note Trustee neither prejudicial nor
                  likely to be prejudicial to the interests of the US$
                  Noteholders.

         The Note Trustee may also, in accordance with the Note Trust Deed and
         without the consent of the US$ Noteholders (but not in contravention of
         an Extraordinary Resolution), waive or authorise any breach or proposed
         breach of the US$ Notes (including these Conditions) or any Transaction
         Document or determine that any Event of Default or any condition, event
         or act which with the giving of notice and/or lapse of time and/or the
         issue of a certificate would constitute an Event of Default will not,
         or will not subject to specified conditions, be treated as such. Any
         such modification, waiver, authorisation or determination will be
         binding on the US$ Noteholders and, if, but only if, the Note Trustee
         so requires, any such modification must be notified to the US$
         Noteholders in accordance with Condition 12 as soon as practicable.

14.      CONDITION 14.  INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE AND
         THE SECURITY TRUSTEE

--------------------------------------------------------------------------------

         The Note Trust Deed and the Security Trust Deed contain provisions for
         the indemnification of the Note Trustee and the Security Trustee
         (respectively) and for their relief from responsibility, including
         provisions relieving them from taking proceedings to realise the charge
         under the Security Trust Deed and to obtain repayment of the US$ Notes
         unless indemnified to their satisfaction. Each of the Note Trustee and
         the Security Trustee is entitled to enter into business transactions
         with the Issuer and/or any other party to the Relevant Documents
         without accounting for any profit resulting from such transactions.
         Except in the case of negligence, fraud or wilful default (in the case
         of the Security Trustee) or negligence, fraud or wilful default (in the
         case of the Note Trustee), neither the Security Trustee nor the Note
         Trustee will be responsible for any loss, expense or liability which
         may be suffered as a result of any assets secured by the Security Trust
         Deed, other Mortgaged Property or any related deeds or documents of
         title, being uninsured or inadequately insured or being held by or to
         the order of the Servicer or any of its affiliates or by clearing
         organisations or their operators or by any person on its behalf if
         prudently chosen in accordance with the Transaction Documents.


-------------------------------------------------------------------------------
                                                                        Page 98


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

         Where the Note Trustee is required to express an opinion or make a
         determination or calculation under the Transaction Documents, the Note
         Trustee may appoint or engage such independent advisors as the Note
         Trustee reasonably requires to assist in the giving of that opinion or
         the making of that determination or calculation and any costs and
         expenses properly incurred by and payable to those advisors will be
         reimbursed to the Note Trustee by the Issuer or, if another person is
         expressly stated in the relevant provision in a Transaction Document,
         that person.

15. CONDITION 15. LIMITATION OF LIABILITY OF THE ISSUER

--------------------------------------------------------------------------------

         (a)      GENERAL

                  Clause 32 of the Master Trust Deed applies to the obligations
                  and liabilities of the Issuer in relation to the US$ Notes.

         (b)      LIABILITY OF ISSUER LIMITED TO ITS RIGHT OF INDEMNITY

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

                  (ii)    The parties other than the Issuer may not sue the
                          Issuer in any capacity other than as trustee of the
                          Trust or seek the appointment of a receiver (except in
                          relation to the assets of the Trust), liquidator,
                          administrator or similar person to the Issuer or prove
                          in any liquidation, administration or arrangements of
                          or affecting the Issuer (except in relation to the
                          assets of the Trust).

                  (iii)   The provisions of this Condition 15 do not apply to
                          any obligation or liability of the Issuer to the
                          extent that it is not satisfied because under a
                          Transaction Document or by operation of law there is a
                          reduction in the extent of the Issuer's
                          indemnification out of the Assets of the Trust as a
                          result of the Issuer's fraud, negligence, or wilful
                          default.

                  (iv)    It is acknowledged that the Relevant Parties are
                          responsible under the Transaction Documents for
                          performing a variety of obligations relating to the
                          Trust. No act or omission of the Issuer (including any
                          related failure to satisfy its obligations or breach
                          of representation or warranty under the Transaction
                          Documents) will be considered fraud, negligence or
                          wilful default of the Issuer for the purpose of
                          paragraph (iii) of this Condition 15 to the extent to
                          which the act or omission was caused or contributed to
                          by any failure by any Relevant Party (other than a
                          person whose acts or omissions the Issuer is liable
                          for in accordance with the Transaction


-------------------------------------------------------------------------------
                                                                         Page 99


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------



                          Documents) to fulfil its obligations relating to the
                          Trust or by any other act or omission of any Relevant
                          Party (other than a person whose acts or omissions the
                          Issuer is liable for in accordance with the
                          Transaction Documents) regardless of whether or not
                          that act or omission is purported to be done on behalf
                          of the Issuer.

                  (v)     No attorney, agent, receiver or receiver and manager
                          appointed in accordance with a Transaction Document
                          has authority to act on behalf of the Issuer in a way
                          which exposes the Issuer to any personal liability and
                          no act or omission of any such person will be
                          considered fraud, negligence or wilful default of the
                          Issuer for the purpose of paragraph (iii) of this
                          Condition 15, provided (in the case of any person
                          selected and appointed by the Issuer) that the Issuer
                          has exercised reasonable care in the selection of such
                          persons.

                  (vi)    In this Condition 15(b), RELEVANT PARTY means each of
                          the Trust Manager, the Servicer, the Calculation
                          Agent, each Paying Agent, the Note Trustee and any
                          Support Facility Provider.

16.      CONDITION 16.  GOVERNING LAW

--------------------------------------------------------------------------------

         The US$ Notes and the Relevant Documents are governed by, and shall be
         construed in accordance with, the laws of New South Wales, Australia.
         The Note Trust Deed is governed by the laws of New South Wales,
         Australia and the administration of the trust constituted under the
         Note Trust Deed is governed by the law of the State of New York.


-------------------------------------------------------------------------------
                                                                        Page 100


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------


SUMMARY OF PROVISIONS RELATING TO THE US$ NOTES WHILE IN GLOBAL FORM

--------------------------------------------------------------------------------



Each of the US$ Notes will initially be represented by typewritten book-entry
notes (the GLOBAL NOTES), without coupons, in the principal amount of US$[*] (in
the case of the Class A2 Global Note) and US$[*] (in the case of the Class B1
Global Note). The Global Notes will be deposited with the Common Depositary for
DTC on or about the Closing Date. Upon deposit of the Global Notes with the
Common Depositary, DTC will credit each investor in the US$ Notes with a
principal amount of US$ Notes for which it has subscribed and paid.

Each Global Note will be exchangeable for definitive Notes in certain
circumstances described below.

(a)      PAYMENTS

Interest and principal on each Global Note will be payable by the each Paying
Agent to the Common Depositary.

Each of the persons appearing from time to time as the beneficial owner of a US$
Note will be entitled to receive any payment so made in respect of that US$ Note
in accordance with the respective rules and procedures of DTC. Such persons will
have no claim directly against the Issuer in respect of payments due on the US$
Notes which must be made by the Issuer to the holder of the relevant Global Note
for so long as such Global Note is outstanding.

A record of each payment made on a Global Note, distinguishing between any
payment of principal and any payment of interest, will be recorded in the Note
Register by the Note Registrar and such record shall be prima facie evidence
that the payment in question has been made.

(b)      EXCHANGE

A Global Note will be exchangeable for Definitive Notes only if:

         (i)      the Principal Paying Agent advises the Trust Manager in
                  writing that DTC is no longer willing or able to discharge
                  properly its responsibilities as depository for the US$ Notes
                  and the Trust Manger is unable to locate a qualified
                  successor; or

         (ii)     the Issuer, at the direction of the Trust Manager, advises the
                  Principal Paying Agent in writing that it has elected to
                  terminate the book-entry system through DTC; or

         (iii)    after the occurrence of an Event of Default, the Note Trustee,
                  at the written direction of Noteholders holding a majority of
                  the outstanding Principal Amount of the US$ Notes, advises the
                  Issuer and the Principal Paying Agent that the continuation of
                  a book-entry system is no longer in the best interests of the
                  US$ Noteholders.

If any event referred to above occurs, the Trust Manager must direct the Issuer
to, and the Issuer must (at its expense), within 30 days of becoming aware of
the occurrence of the relevant event, issue Definitive Notes in exchange for the
whole of the outstanding interest in the relevant Global Note.


-------------------------------------------------------------------------------
                                                                        Page 101


<PAGE>


Note Trust Deed                                          Allens Arthur Robinson

-------------------------------------------------------------------------------

(c)      NOTICES

So long as the US$ Notes are represented by Global Notes and the same are held
on behalf of the Clearing Agency, notices to US$ Noteholders may be given to the
Clearing Agency for communication by it to entitled account holders in
substitution for delivery to each Note Owner as required by the Conditions.

(d)      CANCELLATION

Cancellation of any US$ Note required by the Conditions will be effected by
reduction in the principal amount of the relevant Global Note.


-------------------------------------------------------------------------------
                                                                        Page 102