<PAGE>



                                                                   SERIES NOTICE


                                             Perpetual Trustees Victoria Limited

                                 Interstar Securitisation Management Pty Limited

                                    Interstar Securities (Australia) Pty Limited

                                               Perpetual Trustee Company Limited

                                                            The Bank of New York



                                                     INTERSTAR MILLENNIUM TRUSTS

                                       INTERSTAR MILLENNIUM SERIES 2004-2G 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 2004

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SERIES NOTICE                                             Allens Arthur Robinson
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TABLE OF CONTENTS

1.   INTRODUCTION                                                            1

2.   TRUST                                                                   1

3.   DEFINITIONS AND INTERPRETATION                                          2
     3.1  Definitions                                                        2
     3.2  Interpretation                                                    22
     3.3  Liability                                                         22
     3.4  Business Day                                                      23
     3.5  Code of Banking Practice (2003)                                   23

4.   NOTES                                                                  24
     4.1  Conditions of Notes                                               24
     4.2  Summary of conditions of Notes                                    24
     4.3  Issue of Notes                                                    25
     4.4  Trustee's Covenant to Noteholders                                 26
     4.5  Repayment of Notes on Principal Repayment Dates                   26
     4.6  Final Redemption                                                  26
     4.7  Period during which interest accrues                              27
     4.8  Calculation of Interest                                           27
     4.9  Aggregate receipts                                                28
     4.10 Ownership of Notes                                                28
     4.11 Taxation                                                          28

5.   REDRAW NOTES                                                           28
     5.1  Note Issue Direction for Redraw Notes                             28
     5.2  Conditions to Note Issue Direction                                28
     5.3  Terms of Note Issue Direction                                     28

6.   CASHFLOW ALLOCATION METHODOLOGY                                        29
     6.1  General                                                           29
     6.2  Calculations                                                      29
     6.3  Redraws                                                           30
     6.4  Liquid Authorised Investments                                     31
     6.5  Interest and other payments                                       31
     6.6  Repayments of Principal Amount and Redemption of Notes            36
     6.7  Charge-offs                                                       42
     6.8  Payments into US$ Account                                         42
     6.9  Payments out of US$ Account                                       43
     6.10 Rounding of amounts                                               44
     6.11 Prescription                                                      44
     6.12 Replacement of Currency Swaps                                     44
     6.13 Payment Priorities Following enforcement of the Security
          Trust Deed                                                        45

7.   MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND
     REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS                           47
     7.1  Completion of details in relation to Master Trust Deed            47


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     7.2  Amendments to Master Trust Deed                                   48
     7.3  Amendments to Investment Management Agreement                     60
     7.4  Additional Representations and Warranties - Approved Seller
          and Trustee                                                       62
     7.5  Additional Representations and Warranties - Trust Manager         64
     7.6  Additional Undertakings - Trustee                                 64
     7.7  Additional Undertakings - Trust Manager and Servicer              66
     7.8  Additional Representations and Warranties (Loans) - Servicer      68
     7.9  Repetition of Representations, Warranties and Undertakings        69

8.   TRANSFERS TO OTHER TRUST                                               69

9.   PREFUNDING                                                             70

10.  BENEFICIARY                                                            71
     10.1 Issue of Units                                                    71
     10.2 Residual Capital Unit                                             71
     10.3 Residual Income Unit                                              71
     10.4 Register                                                          72
     10.5 Transfer of Units                                                 72
     10.6 Limit on rights                                                   73

11.  NOTE TRUSTEE                                                           73
     11.1 Capacity                                                          73
     11.2 Exercise of Rights                                                73
     11.3 Representation and warranty                                       73
     11.4 Payments                                                          73
     Accession to Security Trust Deed                                       73

12.  TAX REFORM                                                             74
     12.1 Taxation of trusts and consolidated groups                        74
     12.2 Amending Bill - taxation of trusts                                74
     12.3 Group tax liabilities                                             75
     12.4 Evidence of tax sharing agreement                                 76
     12.5 Objective                                                         76
     12.6 Beneficiaries                                                     76

13.  ATTORNEYS                                                              76

14.  GOVERNING LAW                                                          77

15.  ANCILLIARY FACILITIES                                                  77
     15.1 Ancillary Facilities                                              77
     15.2 Record keeping obligations of Trust Manager                       78

16.  SECURITY TRUST DEED                                                    79

SCHEDULE 1                                                                  82

SCHEDULE 2                                                                  86


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SERIES NOTICE                                             Allens Arthur Robinson
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INTERSTAR MILLENNIUM SERIES 2004-2G TRUST

1.    INTRODUCTION
--------------------------------------------------------------------------------

      This Series Notice is issued on 2004 pursuant to and subject to the Master
      Trust Deed dated 2 December 1999 (the MASTER TRUST DEED) between:

      PERPETUAL TRUSTEES VICTORIA LIMITED (ABN 47 004 027 258) of Level 28, 360
      Collins Street, Melbourne, Victoria in its capacity as trustee of
      Interstar Millennium Series 2004-2G Trust (the TRUSTEE);

      INTERSTAR SECURITISATION MANAGEMENT PTY LIMITED (ABN 56 100 346 898) of
      Level 28, 367 Collins Street, Melbourne, Victoria in its capacity as Trust
      Manager (the TRUST MANAGER);

      INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of Level
      28, 367 Collins Street, Melbourne, Victoria in its capacity as Servicer
      (the SERVICER);

      INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED (ABN 72 087 271 109) of Level
      28, 367 Collins Street, Melbourne, Victoria (the APPROVED SELLER);

      PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level 7, 9
      Castlereagh Street, Sydney, New South Wales (the SECURITY Trustee); and

      THE BANK OF NEW YORK of 101 Barclay Street, 21W, New York, New York 10286
      (the CALCULATION AGENT, the PRINCIPAL PAYING AGENT and the NOTE REGISTRAR
      and, in its capacity as trustee for the US$ Noteholders, the NOTE
      TRUSTEE).

      This Series Notice is issued by the Trust Manager and applies in respect
      of the Interstar Millennium Series 2004-2G Trust.

      Each party to this Series Notice agrees to be bound by the Transaction
      Documents as amended by this Series Notice in the capacity set out with
      respect to them in this Series Notice or the Master Trust Deed.

      The parties agree that the Approved Seller is to be an Approved Seller for
      the purposes of the Master Trust Deed, this Series Notice and the other
      Transaction Documents for the Trust.

      The parties agree that the Servicer is to be a Servicer for the purposes
      of the Master Trust Deed, this Series Notice and the other Transaction
      Documents for the Trust.

      The parties agree that the Security Trustee is to be a Security Trustee
      for the purposes of the Master Trust Deed, this Series Notice and other
      Transaction Documents for the Trust.

2.    TRUST
--------------------------------------------------------------------------------

      The parties agree that the Trust will be a TRUST for the purposes of the
      Transaction Documents.

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3.    DEFINITIONS AND INTERPRETATION
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3.1   DEFINITIONS

      Unless otherwise defined in this Series Notice, words and phrases defined
      in the Master Trust Deed have the same meaning where used in this Series
      Notice.

      In this Series Notice, and for the purposes of the definitions in the
      Master Trust Deed, the following terms have the following meanings unless
      the contrary intention appears. These definitions apply only in relation
      to the Trust, and do not apply to any other Trust (as defined in the
      Master Trust Deed).

      A$ EXCHANGE RATE means, on any date:

      (a)   in relation to the Class A Notes, the rate of exchange (set as at
            the commencement of the Class A Currency Swap) applicable under the
            Class A Currency Swap for the exchange of US dollars for Australian
            dollars;

      (b)   in relation to the Class AB Notes, the rate of exchange (set as at
            the commencement of the Class AB Currency Swap) applicable under the
            Class AB Currency Swap for the exchange of US dollars for Australian
            dollars; and

      (c)   in relation to the Class B Notes, the rate of exchange (set as at
            the commencement of the Class B Currency Swap) applicable under the
            Class B Currency Swap for the exchange of US dollars for Australian
            dollars.

      ACCEPTABLE INSURANCE POLICY means a policy of insurance effected by the
      Servicer:

      (a)   with an insurance company whose claims paying ability has an
            assigned rating of not less than BBB by S&P; and

      (b)   which provides insurance cover (for an amount of not less than
            A$500,000) to the Servicer in relation to the payment of any Penalty
            Payment (as defined in clause 32.18 of the Master Trust Deed) by the
            Servicer.

      ADDITIONAL REPAYMENT means any repayment of principal made by an Obligor
      under a Loan held by the Trustee which is in addition to the scheduled
      repayments or instalments which the Obligor is legally obliged to make in
      accordance with the terms of the Obligor's Loan Agreement.

      ADVERSE EFFECT means an event which will materially and adversely affect
      the amount of any payment to be made to any Noteholder, or will materially
      and adversely affect the timing of such payment, (including the
      withdrawal, qualification or downgrade of the rating of a Note by any
      Designated Rating Agency).

      AGENCY AGREEMENT means the Agency Agreement dated on or about the date of
      this Series Notice between the Principal Paying Agent, the Note Registrar,
      the Calculation Agent, the Trustee, the Note Trustee and the Trust
      Manager.

      AGGREGATE PRINCIPAL LOSS AMOUNT means, in relation to a Collection Period,
      an amount equal to the aggregate of all Principal Losses for that
      Collection Period.

      ANCILLARY FACILITY means any of the following facilities provided to the
      Obligors in relation to the Loans of the Trust:

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      (a)   cheque book facility;

      (b)   paperless direct debit facility;

      (c)   paperless direct credit facility;

      (d)   credit card facility;

      (e)   debit card facility;

      (f)   deposit facility;

      (g)   payment facility known as "BPAY"; or

      (h)   any other credit or financial facility or form of financial
            accommodation to those Obligors.

      ANCILLARY FACILITY DOCUMENT means any document from time to time in
      relation to an Ancillary Facility and includes:

      (a)   the Cheque Deposit and Direct Paperless Entry Facilities Agreement
            between NAB, the Servicer and Perpetual Trustees Victoria Limited
            (the FACILITIES AGREEMENT);

      (b)   the Collateral Agreement between NAB, the Servicer and Perpetual
            Trustees Victoria Limited; and

      (c)   the Consent Deed between NAB, Interstar Nominees (B) Pty Limited,
            Interstar Nominees (N) Pty Limited; Interstar Nominees (R) Pty
            Limited, the Servicer, Interstar Home Loan Corporation Pty Ltd,
            Perpetual Trustees Victoria Limited, Perpetual Trustee Company
            Limited and the Warehouse Financiers listed in that document,

      in relation to the provision of Ancillary Facilities.

      APPROVED BANK means a Bank which has a short term rating of at least A-1+
      from S&P and P-1 from Moody's and which is approved by the Trust Manager
      in writing.

      APPROVED SELLER'S FEE has the meaning given in clause 7.1(c).

      ARREARS subsist in relation to a Loan held by the Trustee if the Obligor
      under that Loan fails to pay any amount due under that Loan on the day it
      was due.

      ASSET means any asset of the Trust from time to time including any Loan,
      Mortgage or Related Security specified in a Sale Notice which are to be
      acquired in favour of the Trust, or any Authorised Investment acquired by
      the Trust or the Trustee's rights under any Support Facility.

      ATTORNEY has the meaning given in the Security Trust Deed.

      AUTHORISED INVESTMENTS has the meaning given to it in the Master Trust
      Deed (as amended by this Series Notice) and includes deposits by the
      Trustee with an Approved Bank as contemplated under any Ancillary Facility
      Document and Liquid Authorised Investments.

      AUTHORISED SIGNATORY means:

      (a)   in relation to the Trustee or the Security Trustee, a director,
            secretary or duly appointed attorney of the Trustee or Security
            Trustee (as the case may be) or an officer of the Trustee or
            Security Trustee (as the case may be) whose title contains the word
            'director', 'manager' or 'counsel' or a person performing the
            functions of any of them;

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      (b)   in relation to the Trust Manager, the Servicer or the Approved
            Seller, a director, secretary or duly appointed attorney of the
            Trust Manager, the Servicer or the Approved Seller (as the case may
            be) or any other person from time to time whose name, title or
            position and specimen signature are set out in a certificate signed
            by two directors or one director and one secretary of the Trust
            Manager, the Servicer or the Approved Seller (as the case may be)
            confirming that person's appointment as an Authorised Signatory for
            the purposes of the Trust; and

      (c)   in relation to the Note Trustee, any officer within the corporate
            trust department of the Note Trustee, including any vice president,
            assistant vice president, treasurer, assistant treasurer, trust
            officer or any other officer of the Note Trustee who customarily
            performs functions similar to those performed by the persons who at
            the time shall be such officers, respectively, or to whom any
            corporate trust matter is referred because of such person's
            knowledge of and familiarity with the particular subject and who
            shall have direct responsibility for the administration of the trust
            constituted by the Note Trust Deed.

      AUTHORISED SWAP PROVIDER means a counterparty rated at least A-1 (short
      term) by S&P and A2 (long term) and P-1 (short term) by Moody's.

      BANK means:

      (a)   a corporation authorised under the Banking Act 1959 (Cth) to carry
            on general banking business in Australia or a corporation formed or
            incorporated under an Act of the Parliament of an Australian
            jurisdiction to carry on the general business of banking;

      (b)   a person authorised under the Financial Services and Markets Act
            2000 (UK) to carry on a business of accepting deposits; or

      (c)   a banking institution or trust company organised or doing business
            under the laws of the United States of America or any state of it.

      BANK BILL RATE means as at any date the rate per cent per annum being the
      average of the buying and selling rates for a three month bill [(or, in
      the case of the first Interest Period, the linear interpolation for a two
      month bill and a three month bill)] quoted on the page designated "BBSW"
      of the Reuters Monitor System at or about 10.30 am (Melbourne time) on
      that date by each person so quoting (but not less than five) and rounding
      the resultant figure upwards to four decimal places, provided that if in
      respect of any date the BANK BILL RATE cannot be determined because fewer
      than five persons have quoted rates or a rate is not displayed for a term
      equivalent to that period, then the BANK BILL RATE for that date shall
      mean such rate as determined by the Trust Manager or a Financial Advisor
      nominated by the Trust Manager having regard to comparable indices then
      available. In the event that any such date is not a Business Day, then the
      BANK BILL RATE applicable on that date shall be deemed to be the BANK BILL
      RATE which is applicable on the Business Day next succeeding that date. A
      certificate signed by the Trust Manager or a Financial Advisor nominated
      by the Trust Manager certifying as to the BANK BILL RATE on any date shall
      be final and conclusive evidence thereof in the absence of manifest error.

      BENEFICIARY means, in relation to the Trust, each holder of a Unit (as
      defined in clause 10).

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      BENEFICIARY DISTRIBUTION means a distribution to a Residual Income
      Beneficiary under clause 6.5(a)(xiii), clause 6.6(a)(i)(E).

      BREAK COSTS means any break costs, early termination payments or payments
      in the nature of compensation which are payable by the Trustee to a Swap
      Provider consequent upon the early termination of a Hedge Agreement and
      where such break costs or compensation are not recoverable by the Trustee
      from any other person. Without limiting the foregoing, Break Costs do not
      include any costs or payments payable to a Swap Provider by the Trustee to
      the extent such costs or payments are recovered by the Trustee from Break
      Payments.

      BREAK PAYMENT means any amount owed by an Obligor under a Loan which is
      subject to a fixed rate of interest and which amount is owed following
      payment by that Obligor of any principal before the due date for that
      principal, in accordance with the terms of the relevant Loan Agreement
      (and includes any amount owed by the relevant Mortgage Insurer with
      respect to the obligation of that Obligor to pay any such amount).

      BUSINESS DAY 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.

      CALCULATION AGENT means initially The Bank of New York or such other
      person appointed as calculation agent under the Agency Agreement.

      CARRYOVER CHARGE-OFF means, in relation to a Payment Date, the aggregate
      amount of all Charge-offs made prior to that Payment Date and which have
      not been reduced under clause 6.5(a)(ix) prior to that Payment Date.

      CHARGE-OFF means, in relation to a Payment Date, the amount (if any) by
      which the Aggregate Principal Loss Amount for the corresponding Collection
      Period exceeds the amount allocated or available for allocation on that
      Payment Date under clause 6.5(a)(viii).

      CLASS A A$ EQUIVALENT means, in relation to an amount denominated or to
      be denominated in US$:

      (a)   prior to the termination of the Class A Currency Swap, the amount
            converted to (and denominated in) A$ at the A$ Exchange Rate in
            relation to the Class A Notes; and

      (b)   after the termination of the Class A Currency Swap, the amount
            that, when converted into US dollars at the then-prevailing spot
            exchange rate in New York City for Australian dollar purchases of
            US dollars, will equal the US dollar amount owing in respect of
            principal or interest, as applicable, on the Class A Notes to be
            paid from or by reference to such amount.

      CLASS A A$ INTEREST AMOUNT means, in relation to a Payment Date, the
      amount in Australian dollars calculated as follows:

      (a)   on a daily basis at a rate equal to the aggregate of the Bank Bill
            Rate and the Spread (as defined in the Class A Currency Swap) for
            the relevant Interest Period;

      (b)   on the Class A A$ Equivalent of the Principal Amount of the
            Class A Notes as at the first day of the Interest Period ending on
            that Payment Date; and

      (c)   on the basis of the actual number of days in the relevant Interest
            Period and a year of 365 days,

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      together with any unpaid Class A A$ Interest Amount in respect of
      previous Payment Dates.

      CLASS A CURRENCY SWAP means, in relation to the Class A Notes, the
      currency swap agreement entered into between the Class A Currency Swap
      Provider, the Trust Manager and the Trustee dated on or about the date of
      this Series Notice, together with the schedules and confirmations with
      respect thereto and any replacement Class A Currency Swap entered into in
      accordance with the Transaction Documents.

      CLASS A CURRENCY SWAP PROVIDER means initially [TO BE ADVISED] and
      subsequently any replacement currency swap provider appointed in
      accordance with the Transaction Documents.

      CLASS A GLOBAL NOTE means any global note issued or to be issued by the
      Trustee under the Note Trust Deed representing Class A Notes.

      CLASS A MORTGAGEES means the Note Trustee on behalf of the Class A
      Noteholders, and, 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 A
      Noteholders, and then only if and to the extent the Class A Noteholders
      are able to do so under the Transaction Documents and Australian law.

      CLASS A NOTE means a Note issued as a Class A Note by the Trustee with
      the characteristics of a Class A Note under this Series Notice.

      CLASS A NOTEHOLDER means a Noteholder of a Class A Note.

      CLASS A NOTE OWNER means, with respect to a Class A Global Note, the
      person who is the beneficial owner of such Class A Global Note, as
      reflected on the books of the relevant Clearing Agency, or on the books of
      the person maintaining an account with such Clearing Agency (directly as
      Clearing Agency Participant or as an indirect participant) in each case in
      accordance with the rules of such Clearing Agency.

      CLASS AB A$ EQUIVALENT means, in relation to an amount denominated or to
      be denominated in US$:

      (a)   prior to the termination of the Class AB Currency Swap, the amount
            converted to (and denominated in) A$ at the A$ Exchange Rate in
            relation to the Class AB Notes; and

      (b)   after the termination of the Class AB Currency Swap, the amount
            that, when converted into US dollars at the then-prevailing spot
            exchange rate in New York City for Australian dollar purchases of US
            dollars, will equal the US dollar amount owing in respect of
            principal or interest, as applicable, on the Class AB Notes to be
            paid from or by reference to such amount.

      CLASS AB A$ INTEREST AMOUNT means, in relation to a Payment Date, the
      amount in Australian dollars calculated as follows:

      (a)   on a daily basis at a rate equal to the aggregate of the Bank Bill
            Rate and the Spread (as defined in the Class AB Currency Swap) for
            the relevant Interest Period;

      (b)   on the Class AB A$ Equivalent of the Principal Amount of the Class
            AB Notes as at the first day of the Interest Period ending on that
            Payment Date; and

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      (c)   on the basis of the actual number of days in the relevant Interest
            Period and a year of 365 days,

      together with any unpaid Class AB A$ Interest Amount in respect of
      previous Payment Dates.

      CLASS AB CURRENCY SWAP means, in relation to the Class AB Notes, the
      currency swap agreement entered into between the Class AB Currency Swap
      Provider, the Trust Manager and the Trustee dated on or about the date of
      this Series Notice, together with the schedules and confirmations with
      respect thereto and any replacement Class AB Currency Swap entered into in
      accordance with the Transaction Documents.

      CLASS AB CURRENCY SWAP PROVIDER means initially [TO BE ADVISED] and
      subsequently any replacement currency swap provider appointed in
      accordance with the Transaction Documents.

      CLASS AB GLOBAL NOTE means any global note issued or to be issued by the
      Trustee under the Note Trust Deed representing Class AB Notes.

      CLASS AB MORTGAGEES means the Note Trustee on behalf of the Class AB
      Noteholders, and, 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 AB
      Noteholders, and then only if and to the extent the Class AB Noteholders
      are able to do so under the Transaction Documents and Australian law.

      CLASS AB NOTE means a Note issued as a Class AB Note by the Trustee with
      the characteristics of a Class AB Note under this Series Notice.

      CLASS AB NOTEHOLDER means a Noteholder of a Class AB Note.

      CLASS AB NOTE OWNER means, with respect to a Class AB Global Note, the
      person who is the beneficial owner of such Class AB Global Note, as
      reflected on the books of the relevant Clearing Agency, or on the books of
      the person maintaining an account with such Clearing Agency (directly as
      Clearing Agency Participant or as an indirect participant) in each case in
      accordance with the rules of such Clearing Agency.

      CLASS B A$ EQUIVALENT means, in relation to an amount denominated or to be
      denominated in US$:

      (a)   prior to the termination of the Class B Currency Swap, the amount
            converted to (and denominated in) A$ at the A$ Exchange Rate in
            relation to the Class B Notes; and

      (b)   after the termination of the Class B Currency Swap, the amount that,
            when converted into US dollars at the then-prevailing spot exchange
            rate in New York City for Australian dollar purchases of US dollars,
            will equal the US dollar amount owing in respect of principal or
            interest, as applicable, on the Class B Notes to be paid from or by
            reference to such amount.

      CLASS B A$ INTEREST AMOUNT means, in relation to a Payment Date, the
      amount in Australian dollars calculated as follows:

      (a)   on a daily basis at a rate equal to the aggregate of the Bank Bill
            Rate and the Spread (as defined in the Class B Currency Swap) for
            the relevant Interest Period;

      (b)   on the Class B A$ Equivalent of the Principal Amount of the Class B
            Notes as at the first day of the Interest Period ending on that
            Payment Date; and

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      (c)   on the basis of the actual number of days in the relevant Interest
            Period and a year of 365 days,

      together with any unpaid Class B A$ Interest Amount in respect of previous
      Payment Dates.

      CLASS B CURRENCY SWAP means, in relation to the Class B Notes, the
      currency swap agreement entered into between the Class B Currency Swap
      Provider, the Trust Manager and the Trustee dated on or about this Series
      Notice, together with the schedules and confirmations with respect thereto
      and any replacement Class B Currency Swap entered into in accordance with
      the Transaction Documents.

      CLASS B CURRENCY SWAP PROVIDER means initially [TO BE ADVISED] and
      subsequently any replacement currency swap provider appointed in
      accordance with the Transaction Documents.

      CLASS B GLOBAL NOTE means any global note issued or to be issued by the
      Trustee under the Note Trust Deed representing Class B Notes.

      CLASS B MORTGAGEES means the Note Trustee on behalf of the Class B
      Noteholders, and, 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 B Noteholders,
      and then only if and to the extent the Class B Noteholders are able to do
      so under the Transaction Documents and Australian law.

      CLASS B NOTE means a Note issued as a Class B Note by the Trustee with the
      characteristics of a Class B Note under this Series Notice.

      CLASS B NOTEHOLDER means a Noteholder of a Class B Note.

      CLASS B NOTE OWNER means, with respect to a Class B Global Note, the
      person who is the beneficial owner of such Class B Global Note, as
      reflected on the books of the relevant Clearing Agency, or on the books of
      the person maintaining an account with such Clearing Agency (directly as
      Clearing Agency Participant or as an indirect participant) in each case in
      accordance with the rules of such Clearing Agency.

      CLEARING AGENCY means, in relation to the US$ Notes, an organisation
      registered as a CLEARING AGENCY pursuant to section 17A of the Exchange
      Act appointed by the Trust Manager and the Trustee to hold Notes (directly
      or through a Common Depository), and initially means DTC.

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

      CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme.

      CLOSING DATE means, in relation to the Trust and any Purchased Loan, [*]
      March 2004.

      COLLECTION ACCOUNT means, in relation to the Trust, an account with NAB
      for so long as it is an Approved Bank or any other account, opened and
      maintained by the Trustee with an Approved Bank under clause 26 of the
      Master Trust Deed.

      COLLECTION PERIOD means, in relation to a Payment Date other than the
      first and final Payment Dates, the period from (and including) the date
      which is 6 Business Days before the Payment Date preceding that Payment
      Date to (but excluding) the date which is 6 Business Days before that

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      Payment Date. The first Collection Period is the period from (but
      excluding) the first Cut-Off Date to (and including) 14 June 2004. The
      Collection Period in relation to the final Payment Date is the period from
      (and including) the date which is 6 Business Days before the Payment Date
      immediately prior to that final Payment Date to (but excluding) the date
      which is 6 Business Days before that final Payment Date.

      COLLECTIONS means, in relation to the Trust for a period, Income and
      Mortgage Principal Repayments for that period.

      COMMON DEPOSITORY means, in relation to US$ Notes, Cede & Co, as nominee
      for DTC or any Clearing Agency appointed from time to time to be (or to
      have its nominee be) the registered owner of a Global Note.

      CONDITIONS means, in relation to a US$ Note, the terms and conditions of
      that US$ Note, as annexed to the Note Trust Deed.

      CORPORATIONS ACT means the Corporations Act 2001 (Cth).

      CURRENCY SWAP means the Class A Currency Swap, the Class AB Currency Swap
      or the Class B Currency Swap.

      CURRENCY SWAP PROVIDER means the Class A Currency Swap Provider, the Class
      AB Currency Swap Provider or the Class B Currency Swap Provider.

      CUT-OFF DATE means close of business on [*] 2004.

      DEFAULTING PARTY has:

      (a)   in relation to the Interest Rate Swap, the meaning given in the
            Interest Rate Swap; and

      (b)   in relation to a Currency Swap, the meaning given in that Currency
            Swap.

      DEFINITIVE NOTE means a US$ Note in definitive form issued or to be issued
      in respect of any US$ Note under, and in the limited circumstances
      specified in, the Note Trust Deed and includes any replacement for a
      Definitive Note issued under the relevant Conditions.

      DESIGNATED RATING AGENCY means:

      (a)   in relation to the Redraw Notes, any rating agency so specified
            prior to the issue of the Redraw Notes;

      (b)   in relation to the Class A Notes, S&P and Moody's;

      (c)   in relation to the Class AB Notes, S&P and Moody's;

      (d)   in relation to the Class B Notes, S&P and Moody's; and

      (e)   otherwise, S&P and Moody's.

      DTC means The Depository Trust Company.

      ELIGIBILITY CRITERIA means the criteria set out in schedule 1.

      ENFORCEMENT EXPENSES means the costs and expenses incurred by the Approved
      Seller or the Servicer in connection with the enforcement of any Purchased
      Loans or the related Loan Rights.

      EUROCLEAR means Euroclear Bank S.A./N.V. as operator of the Euroclear
      System.

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      EXCESS SPREAD means, in relation to the Trust and each Other Trust, all
      amounts available to be distributed to Interstar Securities (Australia)
      Pty Limited in its capacity as a beneficiary of the Trust or that Other
      Trust (as the case may be) under or in respect of the Trust or that Other
      Trust (as the case may be).

      EXCHANGE ACT means the United States Securities Exchange Act of 1934, as
      amended.

      EXPENSES has the meaning in the Master Trust Deed and includes any
      Trustee's Fee, any Trust Manager's Fee, any Servicer's Fee, any fees and
      other amounts payable by the Trustee to the Note Trustee, the Calculation
      Agent, a Paying Agent or the Note Registrar under the Transaction
      Documents and any amounts payable or incurred by the Trustee, the Trust
      Manager or the Servicer in relation to the Trust under any Ancillary
      Facility but excluding:

      (a)   any Redraw; and

      (b)   any amounts required to be applied under clause 6 of the Facilities
            Agreement to maintain the minimum balance required to be standing in
            credit in the Trust Drawings Account (as defined in the Facilities
            Agreement).

      EXPENSES MARGIN means the percentage as determined by the Servicer
      representing a margin to assist with the payment of Expenses and
      sufficient to allow each Designated Rating Agency to affirm the ratings on
      the Notes.

      FINANCIAL ADVISOR means a financial institution which is, in the
      reasonable opinion of the Trust Manager, experienced and competent in the
      assessment of investment cash flows and the provision of financial advice
      in relation thereto.

      GLOBAL NOTE means a Class A Global Note, Class AB Global Note or a
      Class B Global Note.

      GST means any goods and services tax, broad based consumption tax or value
      added tax imposed by any Government Agency and includes any goods and
      services tax payable under the A New Tax System (Goods and Services Tax)
      Act 1999.

      HEDGE AGREEMENT has the meaning in the Master Trust Deed and, in relation
      to the Trust, includes an Interest Rate Swap and a Currency Swap.

      INCOME means, in relation to a Collection Period, all moneys, rights and
      property which is received by the Trustee during that Collection Period by
      way of interest or otherwise in the nature of income in respect of the
      Authorised Investments and, without limiting the generality of the
      foregoing, includes:

      (a)   amounts attributable to interest received under Hedge Agreements;

      (b)   interest on Income and any other moneys received;

      (c)   amounts in the nature of, or attributable to, interest derived under
            a Support Facility (other than a Hedge Agreement);

      (d)   any Break Payments received from Obligors or Mortgage Insurers; and

      (e)   interest and fees received from Obligors.

      INCOME PERCENTAGE means, in relation to a Residual Income Beneficiary at
      any time, the subscription price paid by that Residual

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      Income Beneficiary for all Residual Income Units held by that Residual
      Income Beneficiary divided by the total subscription prices of all
      Residual Income Units recorded in the Register maintained under clause
      10.4 at that time, expressed as a percentage.

      INFORMATION MEMORANDUM means:

      (a)   in relation to the US$ Notes, the prospectus relating to those US$
            Notes dated [*] February 2004;

      (b)   in relation to Redraw Notes, any information memorandum, prospectus
            or other selling or distribution information relating to those
            Redraw Notes,

      and includes any supplement to or amendment of that prospectus, offering
      circular or information memorandum (as the case may be).

      INITIAL PRINCIPAL AMOUNT means, in respect of a Note, the amount specified
      in clause 4.2 as the Initial Principal Amount for that Note.

      INTEREST means, in respect of a Note and an Interest Period for that Note,
      all interest accrued on the Note in respect of that Interest Period in
      accordance with clause 4.8.

      INTEREST ADJUSTMENT means, in relation to the Approved Seller, all
      interest and fees accrued on the Purchased Loans, purchased from the
      Approved Seller, up to (but excluding) the Closing Date for those
      Purchased Loans which are unpaid as at the close of business on that
      Closing Date.

      INTEREST PAYMENT DATE means, for the purposes of the Master Trust Deed,
      and each Note, each Payment Date.

      INTEREST PERIOD means in relation to a Note and:

      (a)   the first Interest Period for that Note, the period commencing on
            (and including) the issue date of that Note and ending on (but
            excluding) the first Payment Date after that issue date;

      (b)   the final Interest Period for that Note, the period commencing on
            (and including) the Payment Date prior to the earlier of the
            Maturity Date and the date on which that Note is redeemed in
            accordance with its terms and ending on (but excluding) the Maturity
            Date and the date on which that Note is so redeemed (as the case may
            be); and

      (c)   each other Interest Period for that Note, each period commencing on
            (and including) a Payment Date and ending on (but excluding) the
            next Payment Date.

      INTEREST RATE means:

      (a)   in relation to a US$ Note and an Interest Period for that US$ Note:

            (i)   LIBOR on the relevant Rate Reset Date for that Interest
                  Period; plus

            (ii)  the MBS Margin for that US$ Note; plus

            (iii) from (and including) the Step-Up Margin Date, the Step-Up
                  Margin for that US$ Note;

      (b)   in relation to a Redraw Note and an Interest Period for that Redraw
            Note, the interest rate specified in respect of that Redraw Note at
            its issue.

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      INTEREST RATE SWAP means any interest rate swap agreement between a party
      which is an Authorised Swap Provider on the date the swap agreement is
      entered into, the Trust Manager and the Trustee, together with the
      schedules and confirmations with respect thereto, in relation to the
      interest rate risk arising from a Loan which at any time bears a fixed
      rate of interest as at that time.

      INTEREST RATE SWAP PROVIDER means a counterparty who enters into an
      Interest Rate Swap with the Trustee.

      INVESTMENT RATE means the rate determined as the Investment Rate from time
      to time under this Series Notice and the Servicing Agreement.

      ISDA means the International Swaps and Derivatives Association, Inc.

      ISDA DEFINITIONS means the 2000 ISDA definitions, as amended and updated
      as at the Note Issue Date.

      LATINUM LOW DOC LOAN means a Loan, designated as such, in respect of
      which:

      (a)   the relevant Obligor, at the time of settlement of the Loan, has
            been self-employed or a full time investor for not less than 2
            years; and

      (b)   the relevant Obligor, immediately after the settlement of the Loan,
            has net assets of not less than A$50,000; and

      (c)   the income verification requirements are less extensive than for
            other Loans (other than Retro Low Doc Loans).

      LIBOR means, in relation to any Interest Period for a US$ Note [(other
      than the first Interest Period)], the rate applicable for deposits in US
      dollars for a period of 3 months which appears on the Telerate Page 3750
      as of 11.00 am, London time, on the relevant Rate Reset Date [and, in
      relation to the first Interest Period for a US$ Note, 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 11.00 am,
      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 Trustee and the Calculation Agent had specified
      USD-LIBOR-REFERENCE BANKS as the applicable Floating Rate Option under the
      ISDA Definitions. USD-LIBOR-REFERENCE BANKS means that the rate for an
      Interest Period for a US$ Note will be determined on the basis of the
      rates at which deposits in US dollars are offered by four major banks in
      the London interbank market agreed to by the Calculation Agent and the
      relevant Currency Swap Provider (the REFERENCE BANKS) at approximately
      11.00 am, London time, on the relevant Rate Reset Date to prime banks in
      the London interbank market for a period of 3 months [(or 2 and 3 months,
      as the case may be)] commencing on the first day of the 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 by Reference Banks to the Calculation Agent, the
      rate for that Interest Period will be the arithmetic mean of the
      quotations. If fewer than two quotations are provided by Reference Banks
      to the Calculation Agent following the Calculation Agent's request, 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

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      dollars to leading European banks for a period of 3 months [(or 2 and 3
      months, as the case may be)] commencing on the first day of the 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 definition.

      LINE OF CREDIT COMMITMENT means as at any date the then amortised facility
      limit under an Interstar "Line of Credit" Access Account Loan (as referred
      to in schedule 2) (or under an Interstar "Split" Access Account Loan (as
      referred to in schedule 2) which has the general characteristics of the
      Interstar "Split" Access Account Loan (as referred to in schedule 2))
      which forms part of the Assets of the Trust.

      LIQUID AUTHORISED INVESTMENTS as at any date means any of the following
      Authorised Investments:

      (a)   Bills, promissory notes or other negotiable instruments accepted
            drawn or endorsed by a Bank which has a short term rating of at
            least A-1+ from S&P and P-1 from Moody's which is approved by the
            Trust Manager in writing;

      (b)   cash and/or deposits with an Approved Bank, or the acquisition of
            certificates of deposit or any other debt security issued by a Bank
            which has a short term rating of at least A-1+ from S&P and P-1 from
            Moody's which is approved by the Trust Manager in writing;

      (c)   loan securities issued, secured or guaranteed by the Government of
            Australia or any State or Territory within the Commonwealth of
            Australia;

      (d)   any other Authorised Investments of a type approved by each
            Designated Rating Agency.

      LIQUIDATED LOAN means a Purchased Loan with respect to which a default has
      occurred and the Trust Manager has determined that all Liquidation
      Proceeds likely to be recoverable have been recovered, having regard to:

      (a)   the enforcement of the Mortgage and any Loan Security in relation to
            that Purchased Loan;

      (b)   any sale of the Land subject to the Mortgage in relation to that
            Purchased Loan;

      (c)   any proceeds paid on the compulsory acquisition of that Land by any
            Government Agency;

      (d)   any payments received from any relevant Obligor on account of any
            amount outstanding under that Purchased Loan;

      (e)   such other matters as the Trust Manager reasonably determines to be
            relevant.

      LIQUIDATION LOSS means, in relation to a Purchased Loan which becomes a
      Liquidated Loan during a Collection Period, the Unpaid Balance of that
      Purchased Loan after the application of all Liquidation Proceeds relating
      to that Purchased Loan, including any Enforcement Expenses in respect of
      that Purchased Loan.

      LIQUIDATION PROCEEDS means, in relation to a Purchased Loan, the amount
      received by or on behalf of the Trustee in connection with the liquidation
      of such Purchased Loan including, without limitation:

      (a)   proceeds arising from the enforcement of the Mortgage in relation to
            that Purchased Loan and sale of the Land subject to that Mortgage;

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      (b)   proceeds arising from the enforcement of any Loan Security in
            relation to that Purchased Loan;

      (c)   the proceeds of any claim under the relevant Mortgage Insurance
            Policy or Title Insurance Policy; and

      (d)   proceeds arising from any resumption or compulsory acquisition of
            the relevant Land by any Government Agency.

      LIQUIDITY PURPOSES includes:

      (a)   replenishing Liquid Authorised Investments to maintain the
            Prescribed Minimum Level;

      (b)   funding Redraws under clause 6.3; and

      (c)   funding advances to Obligors under any Loan Agreement which provides
            for a line of credit facility or revolving credit facility.

      LOAN means, in relation to the Trust, the rights of the Approved Seller or
      the Trustee (as the case may require) under or in respect of Loans (as
      defined in the Master Trust Deed) which are acceptable to the Trustee (in
      all cases in the form certified by the Approved Seller before the Sale
      Notice, where those rights are to be acquired from the Approved Seller,
      other than Perpetual Trustees Victoria Limited as trustee of any trust, is
      or was given, and as certified thereafter from time to time).

      LOAN AMOUNT means, in relation to a Loan held by the Trustee, the
      principal amount of that Loan from time to time.

      LOAN TO VALUE RATIO means, in relation to a Loan, the ratio (expressed as
      a percentage) which the outstanding amount of the Loan secured or to be
      secured by the related Mortgage bears to the value of the Land mortgaged
      or to be mortgaged both at the time the Obligor entered into the relevant
      Loan Agreement.

      LOW DOC LOAN means a Latinum Low Doc Loan or a Retro Low Doc Loan.

      MATURITY DATE means, for all Notes, the maturity date specified in clause
      4.2.

      MBS MARGIN means, in relation to a Note, the margin specified in clause
      4.2 as the MBS Margin for that Note.

      MORTGAGE INSURANCE POLICY means, in relation to a Loan, an insurance
      contract issued by a Mortgage Insurer which:

      (a)   insures, during the whole of the proposed term of the Loan, against
            the risk of default by an Obligor covering:

            (i)   the whole of the Loan Amount due under the Loan;

            (ii)  any reasonable expenses incurred in enforcing the Loan and
                  relevant Loan Securities;

            (iii) any unpaid interest calculated at the interest rate applicable
                  if interest is paid on the due date; and

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            (iv)  the timely payment for a period of at least 12 months after
                  the date upon which a claim is made under that contract of
                  interest payments under the Loan which remain outstanding for
                  a period of 14 days;

      (b)   provides that if the Loan is subject to the Consumer Credit
            Legislation then the obligation of the Mortgage Insurer to pay the
            amounts above cannot be reduced or denied consequent upon a court or
            tribunal making an order under the Consumer Credit Legislation for a
            change to the terms of the Loan or the relevant credit contract
            relating to that Loan; and

      (c)   provides for the Trustee as the insured party.

      MORTGAGE INSURER means PMI Indemnity Limited (ABN 49 000 781 171), GE
      Capital Mortgage Insurance Corporation (Australia) Pty Ltd (ABN 52 081 488
      440), PMI Mortgage Insurance Ltd (formerly MGICA Ltd) (ABN 70 000 511
      071), GE Mortgage Insurance Pty Ltd (ABN 61 071 466 334) or such other
      corporation or corporations as approved from time to time by the Trust
      Manager and each Designated Rating Agency.

      MORTGAGE PRINCIPAL REPAYMENTS means, in relation to a Collection Period,
      all amounts received by the Trustee during that Collection Period in
      connection with a Loan or Loan Security being:

      (a)   in respect of the repayment of any part of the Loan Amount under the
            Loan;

      (b)   any net receipts of a principal or capital nature received in
            respect of any enforcement or recovery proceedings in respect of the
            Loan or Loan Security;

      (c)   any net receipts of a principal or capital nature under a Support
            Facility in respect of the Loan or Loan Security;

      (d)   any other amount which, under clause 6.5(a)(vii) or 9(c), is to be
            treated as a Mortgage Principal Repayment received by the Trustee
            during that Collection Period; and

      (e)   any other amount received on, under or in relation to the Loan or
            Loan Security and which is not Income.

      MORTGAGEE means:

      (a)   the Security Trustee in relation to its rights (held in its own
            right or for the benefit of other Mortgagees) under this deed;

      (b)   any Noteholder, in relation to its rights under the Notes held by
            it;

      (c)   the Approved Seller in relation to any relevant Interest Adjustment
            and any Approved Seller's Fees under the Transaction Documents for
            the Trust;

      (d)   the Trust Manager in relation to its rights as Trust Manager under
            the Transaction Documents for the Trust;

      (e)   the Servicer in relation to its rights as Servicer under the
            Transaction Documents for the Trust;

      (f)   any Support Facility Provider (other than any Mortgage Insurer) in
            relation to its rights under each Support Facility for the Trust to
            which it is a party;

      (g)   the Note Trustee in relation to its rights (held in its own right or
            for the benefit of any US$ Noteholders) under the Transaction
            Documents for the Trust;

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      (h)   the Mortgage Insurers in relation to payments by way of
            reimbursement of Timely Payment Cover (as defined in the Mortgage
            Insurance Policies);

      (i)   each Paying Agent in relation to its rights under the Transaction
            Documents;

      (j)   the Calculation Agent in relation to its rights under the
            Transaction Documents; and

      (k)   each Note Manager in relation to its rights under the Transaction
            Documents.

      NAB means National Australia Bank Limited.

      NON-LIQUID AUTHORISED INVESTMENTS means Authorised Investments other than
      Liquid Authorised Investments.

      NOTE means a note referred to in clause 4.

      NOTEHOLDER means the person who:

      (a)   in relation to a Definitive Note or a Global Note for a US$ Note at
            any time, is registered in the Note Register as the holder of that
            Definitive Note or Global Note (as the case may be) at that time;
            and

      (b)   in relation to a Registered Note at any time, is registered in the
            Register as the holder of that Note at that time.

      NOTEHOLDER MORTGAGEE means;

      (a)   the Redraw Noteholders;

      (b)   each Class A Mortgagee;

      (c)   each Class AB Mortgagee; and

      (d)   each Class B Mortgagee.

      NOTE ISSUE DATE means [*] March 2004, or, in the case of any Redraw Notes,
      the date on which those Redraw Notes are issued.

      NOTE MANAGER means each of Barclays Capital Inc. and J.P. Morgan
      Securities Inc.

      NOTE OWNER means a Class A Note Owner, a Class AB Note Owner or a Class B
      Note Owner.

      NOTE REGISTER means the register kept by the Note Registrar to provide for
      the registration and transfer of US$ Notes under the Note Trust Deed and
      the Agency Agreement.

      NOTE REGISTRAR means initially The Bank of New York or any successor note
      registrar appointed under the Agency Agreement.

      NOTE TRUST DEED means the Note Trust Deed dated on or about the date of
      this Series Notice between the Note Trustee, the Trustee, the Trust
      Manager and the Security Trustee.

      NOTE TRUSTEE means initially The Bank of New York or such other person
      appointed as note trustee under the Note Trust Deed.

      NOTICE OF CREATION OF TRUST means the Notice of Creation of Trust dated 31
      December 2003 issued under the Master Trust Deed in relation to the Trust.

      OBLIGOR means an Obligor as defined in the Master Trust Deed and may be a
      resident of any country.

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      OTHER TRUST means any Trust (as defined in an Ancillary Facility Document
      from time to time) other than the Trust.

      PAYING AGENT means any person for the time being appointed as a Paying
      Agent under the Agency Agreement and includes the Principal Paying Agent.

      PAYMENT DATE means, subject to clause 3.4, the 14th day of each March,
      June, September and December, the first such date being 14 June 2004.

      PORTFOLIO OF LOANS means all Loans specified in a Note Issue Direction or
      Sale Notice.

      PREFUNDING ACCOUNT means the account held by the Trustee in its capacity
      as trustee of the Trust with an Approved Bank into which will be or is
      deposited the Prefunding Amount.

      PREFUNDING AMOUNT has the meaning given in clause 9.

      PREFUNDING END DATE means the first Payment Date.

      PRESCRIBED MINIMUM LEVEL means, at any time, 1% of the aggregate of:

      (a)   the Class A A$ Equivalent of the Principal Amount of all Class A
            Notes then outstanding;

      (b)   the Class AB A$ Equivalent of the Principal Amount of all Class AB
            Notes then outstanding;

      (c)   the Class B A$ Equivalent of the Principal Amount of all Class B
            Notes then outstanding; and

      (d)   the Principal Amount of all Registered Notes then outstanding,

      or such other percentage as determined by the Trust Manager and confirmed
      by each Designated Rating Agency that such percentage is not detrimental
      to the rating (including a qualification or a withdrawal of a rating) of
      any Notes outstanding at that time.

      PRINCIPAL AMOUNT means, on a date in relation to a Note, the Initial
      Principal Amount of that Note minus the aggregate of Principal Payments
      made in respect of that Note on or before that date.

      PRINCIPAL ENTITLEMENT means, in relation to a Note for the purposes of the
      Master Trust Deed, the Principal Amount of the Note at the Maturity Date.

      PRINCIPAL LOSS means, in relation to a Collection Period, the amount of
      any Liquidation Loss for that Collection Period referred to in clause
      6.2(a)(xiii)(B).

      PRINCIPAL PAYING AGENT means initially The Bank of New York or such other
      person appointed as principal paying agent under the Agency Agreement.

      PRINCIPAL PAYMENT means a payment in relation to a Note under clause 6.6.

      PRINCIPAL REPAYMENT DATE means, for the purposes of the Master Trust Deed,
      and each Note, each Payment Date.

      PROPERTY RESTORATION EXPENSES means costs and expenses incurred at the
      direction of the Trust Manager or the Servicer by or on behalf of the
      Trustee in repairing, maintaining or restoring to an appropriate state of
      repair and condition any Mortgaged Property, in exercise of a power
      conferred on the relevant mortgagee under the relevant Purchased Loan and
      Relevant Documents.

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      PURCHASED LOAN means each Loan and the related Loan Rights specified in a
      Sale Notice (or, where relevant, in accordance with the procedures agreed
      under the Master Trust Deed) which is accepted by the Trustee, unless the
      Trustee has ceased to have an interest in that Loan.

      RATE RESET DATE means:

      (a)   in relation to an Interest Period and a US$ Note, the date which is
            2 Business Days before the beginning of the Interest Period for that
            US$ Note. In this paragraph (a) of the definition of Rate Reset
            Date, BUSINESS DAY means any day on which banks are open for
            business (including dealings in foreign exchange and foreign
            currency deposits) in London and New York City; and

      (b)   in relation to an Interest Period and a Registered Note, the first
            day of the Interest Period for that Note.

      RECEIVER has the meaning given in the Security Trust Deed.

      RECORD DATE means for the purposes of the Master Trust Deed in relation to
      a date for payment of any amount in relation to a Note, 4.00 pm (Melbourne
      time) on the date which is 4 Business Days before that date for payment.

      RECOVERY AMOUNT means, in relation to a Payment Date, the aggregate of all
      amounts applied on that Payment Date under clauses 6.5(a)(ix) and
      6.5(a)(x).

      REDRAW means, in relation to any Collection Period, an amount re-advanced
      to an Obligor by the Trustee under a Loan held by the Trustee in respect
      of any previous Additional Repayments of the Obligor.

      REDRAW NOTE means a Note issued as a Redraw Note by the Trustee with the
      characteristics of a Redraw Note under this Series Notice.

      REDRAW NOTEHOLDER means a Noteholder of a Redraw Note.

      REGISTERED NOTE means a Redraw Note.

      REGISTERED NOTEHOLDER means a Noteholder of a Registered Note.

      RESIDUAL CAPITAL UNIT has the meaning given in clause 10.1.

      RESIDUAL INCOME UNIT has the meaning given in clause 10.1.

      RETRO LOW DOC LOAN means a Loan, designated as such, in respect of which:

      (a)   the relevant Obligor, at the time of settlement of the Loan, is
            self-employed or a full-time investor; and

      (b)   there are no income verification requirements.

      REUTERS MONITOR SYSTEM means the monitor system used by AAP Reuters
      Economic Services (and its successors and assigns) or any similar monitor
      system as agreed upon from time to time by the Trust Manager and the
      Trustee.

      SALE NOTICE means any Sale Notice (as defined in the Master Trust Deed)
      which may be given by the Approved Seller to the Trustee as trustee of the
      Trust on or after the date of execution of this Series Notice and which is
      subsequently accepted by the Trustee.

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      SECURED MONEYS has the meaning given in the Security Trust Deed.

      SECURITIES ACT means the United States Securities Act of 1933, as amended.

      SECURITY TRUST DEED means the security trust deed dated on or before the
      date of this Series Notice between the Trustee, the Trust Manager, the
      Security Trustee and the Note Trustee.

      SERVICER'S FEE has the meaning given in clause 7.1(d).

      SHORTFALL has the meaning given in clause 6.5(d).

      STEP-UP MARGIN means:

      (a)   in relation to a Class A Note, [*]% per annum;

      (b)   in relation to a Class AB Note, [*]% per annum; and

      (c)   in relation to a Class B Note, [*]% per annum.

      STEP-UP MARGIN DATE means:

      (a)   in relation to any Class A Notes, the Payment Date in March 2009;

      (b)   in relation to any Class AB Notes, the Payment Date in March 2009;

      (c)   in relation to any Class B Notes, the Payment Date in March 2009.

      SUBJECT PROPERTY means the freehold land or leasehold land to be mortgaged
      pursuant to a proposed Loan.

      SUPPORT FACILITY has the meaning given to it in the Master Trust Deed (as
      amended by this Series Notice) and includes any Title Insurance Policy.

      SUPPORT FACILITY PROVIDER has the meaning given to it in the Master Trust
      Deed (as amended by this Series Notice) but does not include any person
      who has provided or agreed to provide any Mortgage Insurance Policy or
      Title Insurance Policy.

      SWAP PROVIDER means, in relation to a Hedge Agreement, the counterparty
      which enters into that arrangement with the Trustee.

      TELERATE means, when used in relation to any designated page and any
      interest rate, the display page so designated on Bridge's Telerate Service
      or such other page as may replace that page on that service, or such other
      service as may be nominated as the information vendor for the purpose of
      displaying rates or prices comparable to that interest rate.

      THRESHOLD REQUIREMENTS means, at any time, the existence of each of the
      following conditions:

      (a)   there are no Carryover Charge-offs at that time;

      (b)   no more than 5% (by unpaid principal balance) of the Purchased Loans
            are in Arrears by an amount equal to two or more monthly payments at
            that time;

      (c)   for so long as any Class A Notes remain outstanding, an amount
            equal to the aggregate of:

            (i)   the Class AB A$ Equivalent of the Principal Amount of all
                  Class AB notes outstanding at that time; plus

            (ii)  the Class B A$ Equivalent of the Principal Amount of all Class
                  B Notes outstanding at that time,

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            is not less than 0.25% of the amount equal to the aggregate of:

            (iii) the Class A A$ Equivalent of the Initial Principal Amount of
                  all Class A Notes on the Note Issue Date; plus

            (iv)  the Class AB A$ Equivalent of the Initial Principal Amount of
                  Class AB notes on the Note Issue Date; plus

            (v)   the Class B A$ Equivalent of the Initial Principal Amount of
                  all Class B Notes on the Note Issue Date; and

      (d)   an amount equal to the aggregate of:

            (i)   the Class AB A$ Equivalent of the Principal Amount of all
                  Class AB Notes outstanding at that time; plus

            (ii)  the Class B A$ Equivalent of the Principal Amount of all Class
                  B Notes outstanding at that time,

            is not less than [*]% of the amount equal to the aggregate of:

            (iii) the Class A A$ Equivalent of the Principal Amount of all
                  Class A Notes at that time; plus

            (iv)  the Class AB A$ Equivalent of the Principal Amount of all
                  Class AB Notes at that time; plus

            (v)   the Class B A$ Equivalent of the Principal Amount of all Class
                  B Notes at that time.

      TITLE INSURANCE POLICY means, in relation to a Mortgage, an insurance
      policy issued by a Title Insurer in a form reasonably acceptable to the
      Trustee which insures against losses arising from that Mortgage providing
      insufficient security for the relevant Loan, including, as a result of the
      Mortgage:

      (a)   being subject to any prior encumbrance;

      (b)   not being validly registered; or

      (c)   being invalid or unenforceable.

      TITLE INSURER means First American Title Insurance Company of Australia
      Pty Limited (ABN 64 075 279 908) or any other entity approved from time to
      time by the Trust Manager and which each Designated Rating Agency has
      confirmed will not cause the downgrade or withdrawal of the rating of any
      Note.

      TOTAL INITIAL PRINCIPAL AMOUNT means, at any time in respect of a Class,
      the sum of all Initial Principal Amounts for all Notes in that Class.

      TOTAL PRINCIPAL AMOUNT means, at any time in respect of a Class, the sum
      of all Principal Amounts at that time for all Notes in that Class.

      TRANSACTION DOCUMENT means each of the following documents:

      (a)   this Series Notice;

      (b)   the Master Trust Deed;

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      (c)   the Notice of Creation of Trust;

      (d)   each Currency Swap;

      (e)   each Interest Rate Swap;

      (f)   the Investment Management Agreement;

      (g)   the Agency Agreement;

      (h)   the Note Trust Deed;

      (i)   each Note;

      (j)   the Security Trust Deed;

      (k)   the Seller Accession Certificate dated 3 February 2003 between
            Interstar Securities (Australia) Pty Limited, Perpetual Trustees
            Victoria Limited and the Servicer;

      (l)   any other document which is expressed to be, or which is agreed by
            the Trust Manager, the Note Trustee and the Trustee to be, a
            TRANSACTION DOCUMENT for the purposes of this Series Notice; and

      (m)   any other document that is executed under or which is or is
            expressed to be incidental or collateral to, any other Transaction
            Document.

      TRUST means the Interstar Millennium Series 2004-2G Trust constituted
      under the Master Trust Deed and the Notice of Creation of Trust.

      TRUST MANAGER'S FEE has the meaning given in clause 7.1(a).

      TRUSTEE'S FEE has the meaning given in clause 7.1(b).

      US$ ACCOUNT means the US$ account opened and maintained for the purposes
      of the Trust with the Principal Paying Agent (so long as the Principal
      Paying Agent is an Approved Bank) or with such other person who is an
      Approved Bank.

      US$ NOTE means a Class A Note, a Class AB Note or a Class B Note.

      US$ NOTEHOLDER means a Noteholder of a US$ Note.

      VOTING MORTGAGEE means:

      (a)   with respect only to the enforcement of the charge under the
            Security Trust Deed, for so long as the Secured Moneys of the Redraw
            Noteholders, the Class A Noteholders and the Class AB Noteholders
            are 75% or more of total Secured Moneys, the Redraw Noteholders, the
            Class A Mortgagees and the Class AB Mortgagees alone; and

      (b)   at any other time (subject to clause 40.17 of the Security Trust
            Deed):

            (i)   the Note Trustee, acting on behalf of the Class A
                  Noteholders, the Class AB Noteholders and the Class B
                  Noteholders under the Note Trust Deed and clause 7 of the
                  Security Trust Deed; and

            (ii)  each other Mortgagee (other than a Class A Noteholder, a
                  Class AB Noteholder or a Class B Noteholder).

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3.2   INTERPRETATION

      (a)   Clause 1.2 of the Master Trust Deed (as amended by this Series
            Notice) is incorporated into this Series Notice as if set out in
            full, except that any reference to DEED is replaced by a reference
            to SERIES NOTICE, any reference to A TRUST is replaced by a
            reference to THE TRUST and any reference to the CORPORATIONS LAW is
            replaced by a reference to the CORPORATIONS ACT.

      (b)   A reference to US DOLLARS or US$ is to the currency of the United
            States of America.

      (c)   A reference to AUSTRALIAN DOLLARS or A$ is to the currency of
            Australia.

3.3   LIABILITY

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

      (b)   (LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY)

      Without limiting the generality of paragraph (a), clause 32.16 of the
      Master Trust Deed as amended by this Series Notice is incorporated into
      this Series Notice as if set out in full, except that any reference to
      DEED is replaced by a reference to SERIES NOTICE and any reference to
      TRUST refers to THE TRUST.

      (c)   (UNRESTRICTED REMEDIES) Nothing in this clause 3.3 limits a person
            in:

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

            (ii)  obtaining declaratory relief.

      (d)   (RESTRICTED REMEDIES) Except as provided in paragraph (a) and
            subject to paragraph (c), no person shall:

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

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

            (iii) (EXECUTION) levy or enforce any distress or other execution
                  to, on, or against any assets of the Trustee;

            (iv)  (COURT APPOINTED RECEIVER) apply for the appointment by a
                  court or a receiver to any of the assets of the Trustee;

            (v)   (JUDGMENT) obtain a judgment for the payment of money or
                  damages by the Trustee;

            (vi)  (SET-OFF OR COUNTERCLAIM) exercise or seek to exercise any
                  set-off or counterclaim against the Trustee; or

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

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      or take proceedings for any of the above and each party (including each
      Noteholder) waives its rights to make those applications and take those
      proceedings.

3.4   BUSINESS DAY

      If any payment is due under a Transaction Document on, or a Payment Date
      or Determination Date falls on, a day which is not a Business Day, the due
      date or Payment Date (as the case may be) will be the next Business Day
      unless that day falls in the next calendar month, in which case the due
      date or Payment Date (as the case may be) will be the preceding Business
      Day.

3.5   CODE OF BANKING PRACTICE (2003)

      (a)   The parties to this Series Notice (other than The Bank of New York)
            agree that, subject to paragraph (b), the Code of Banking Practice
            2003 (the CODE) does not apply to any Transaction Document, or any
            transaction or service under any Transaction Document.

      (b)   Nothing in paragraph (a) applies to transactions between NAB and an
            Obligor (or any other person who is not a party to this Series
            Notice or any Transaction Document), or any service provided by NAB
            to any such person, in either case under an Ancillary Facility
            Agreement, provided that nothing in this paragraph (b) is to be
            taken as implying that the Code would or would not otherwise apply
            to those transactions or services.

4.    NOTES
--------------------------------------------------------------------------------

4.1   CONDITIONS OF NOTES

      (a)   The conditions of the Registered Notes will be as set out in the
            Master Trust Deed, as supplemented and amended by the provisions set
            out in this Series Notice.

      (b)   The conditions of the US$ Notes will be as set out in the Master
            Trust Deed (as supplemented and amended by this Series Notice) and
            the relevant Conditions.

4.2   SUMMARY OF CONDITIONS OF NOTES

      Under clause 9.3 of the Master Trust Deed, the Trust Manager provides the
      following information in respect of the Notes.

      (a)  Class of Note:          there will be the following Classes of Notes:


                                   (i)    Redraw Notes

                                   (ii)   Class A Notes

                                   (iii)  Class AB Notes

                                   (iv)   Class B Notes

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      (b)  Total Initial Principal (i)    the Redraw Notes - the aggregate of
           Amount of each                 the Initial Principal Amounts of those
           Class of Notes:                Redraw Notes on the relevant Note
                                          Issue Date

                                   (ii)   Class A Notes - US$[*]

                                   (iii)  Class AB Notes - US$[*]

                                   (iv)   Class B Notes - US$[*]

      (c)  Manner and order in     as set out in clause 6
           which principal and
           interest is to be
           paid on Notes:

      (d)  MBS Margin:             (i)    any Redraw Note, the percentage per
                                          annum as determined by the Trust
                                          Manager and notified to the Trustee on
                                          the relevant Note Issue Date

                                   (ii)   any Class A Note, [*]% per annum

                                   (iii)  any Class AB Note, [*]% per annum

                                   (iv)   any Class B Note, [*]% per annum

      (e)  Initial Principal       (i)    any Redraw Note - the amount as
           Amount:                        determined by the Trust Manager and
                                          notified to the Trustee on the date
                                          which is 4 Business Days before the
                                          relevant Note Issue Date

                                   (ii)   any Class A Note - subject to clause
                                          4.3(b), each denominated with an
                                          Initial Principal Amount of US$100,000
                                          per Note and, thereafter, with minimum
                                          increments of US$1,000

                                   (iii)  any Class AB Note - subject to clause
                                          4.3(b), each denominated with an
                                          Initial Principal Amount of US$100,000
                                          per Note and, thereafter, with minimum
                                          increments of US$1,000

                                   (iv)   any Class B Note - subject to clause
                                          4.3(b), each denominated with an
                                          Initial Principal Amount of US$100,000
                                          per Note and, thereafter, with minimum
                                          increments of US$1,000.


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      (f)  Rating:                 (i)    Redraw Notes - such rating (if any)
                                          notified by the Trust Manager to the
                                          Trustee as approved by each Designated
                                          Rating Agency for those Redraw Notes
                                          at the relevant Note Issue Date

                                   (ii)   Class A Notes - AAA long term rating
                                          from S&P and Aaa long term rating from
                                          Moody's

                                   (iii)  Class AB Notes - AAA long term rating
                                          from S&P and Aa1 long term rating from
                                          Moody's

                                   (iv)   Class B Notes - AA- long term rating
                                          from S&P and Aa3 long term rating from
                                          Moody's

      (g)  Issue Price:            (i)    any Redraw Note - issued at par value

                                   (ii)   any Class A Note - issued at par
                                          value

                                   (iii)  any Class AB Note - issued at par
                                          value

                                   (iv)   any Class B Note - issued at par value

      (i)  Maturity Date:          Payment Date falling in March 2036.

4.3   ISSUE OF NOTES

      (a)   The Registered Notes must be issued in minimum parcels or
            subscriptions which have an aggregate Initial Principal Amount of
            A$500,000, (disregarding any amount payable to the extent to which
            it is to be paid out of money lent by the person offering the Notes
            or an associate (as defined in Division 2 of Part 1.2 of the
            Corporations Act)) or must otherwise constitute an issue that is not
            required to be disclosed under Part 6D.2 of the Corporations Act.

      (b)   The US$ Notes must be issued in minimum parcels or subscriptions
            which have an aggregate Initial Principal Amount of US$100,000 and
            in amounts, or on terms, such that their offer for subscription and
            their issue will comply with:

            (i)   the Financial Services and Markets Act 2000 (UK) and all
                  regulations made under or in relation to that Act and the
                  Public Offers of Securities Regulations 1995; and

            (ii)  the Securities Act, the Exchange Act, all regulations made
                  under or in relation to them, and all other laws or
                  regulations of any jurisdiction of the United States of
                  America regulating the offer or issue of, or subscription for,
                  Notes.

      (c)   No Registered Note has been or will be registered under the
            Securities Act and the Registered Notes must not be offered or sold
            within the United States or to, or for the account or benefit of, US
            persons except in accordance with Regulation S under the Securities
            Act or pursuant to an exemption from the registration requirements
            of the Securities Act. Terms used in this paragraph have the
            meanings given to them by Regulation S under the Securities Act.

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4.4   TRUSTEE'S COVENANT TO NOTEHOLDERS

      Subject to the terms of the Master Trust Deed and this Series Notice, the
      Trustee:

      (a)   acknowledges its indebtedness in respect of the Principal Amount of
            each Note; and

      (b)   covenants for the benefit of the Security Trustee, each Registered
            Noteholder and the Note Trustee on behalf of the US$ Noteholders
            (subject to receiving any directions required under and given in
            accordance with the Transaction Documents):

            (i)   to make all payments on or in respect of the Notes held by
                  that Noteholder on the due date for payment;

            (ii)  to comply with the terms of this Series Notice and the
                  Transaction Documents to which it is a party; and

            (iii) to pay the Principal Amount in relation to the Notes held by
                  that Noteholder on the Maturity Date together with accrued and
                  unpaid interest thereon.

4.5   REPAYMENT OF NOTES ON PRINCIPAL REPAYMENT DATES

      (a)   On each Principal Repayment Date for a Note, the Principal Amount of
            that Note shall be reduced by, and the obligations of the Trustee
            with respect to that Note shall be discharged to the extent of, the
            amount of the Principal Payment made on that Principal Repayment
            Date in respect of that Note.

      (b)   All Principal Payments on the US$ Notes will be made in US dollars.

      (c)   All Principal Payments on the Registered Notes will be made in
            Australian dollars.

4.6   FINAL REDEMPTION

      Each Note shall be finally redeemed, and the obligations of the Trustee
      with respect to the payment of the Principal Amount of that Note shall be
      finally discharged, on the first to occur of:

      (a)   the date on which the Principal Amount of that Note is reduced to
            zero;

      (b)   the date on which the relevant Noteholder renounces in writing all
            of its rights to all amounts payable under or in respect of that
            Note;

      (c)   in relation to:

            (i)   the US$ Notes, the date on which all amounts received by the
                  Note Trustee with respect to the enforcement of the Security
                  Trust Deed and payable to the US$ Noteholders are paid to the
                  US$ Noteholders; and

            (ii)  the Registered Notes, the date on which all amounts received
                  with respect to the enforcement of the Security Trust Deed and
                  payable to the Registered Noteholders are paid to the
                  Registered Noteholders;

      (d)   the Payment Date immediately following the date on which the Trustee
            completes a sale and realisation of all Assets of the Trust in
            accordance with the Master Trust Deed and this Series Notice; and

      (e)   the date on which the Note is cancelled or redeemed under clause
            6.6.

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4.7   PERIOD DURING WHICH INTEREST ACCRUES

      Each Note bears interest calculated and payable in arrears in accordance
      with this Series Notice from the relevant issue date to the date upon
      which that Note is finally redeemed in accordance with clause 4.6.

4.8   CALCULATION OF INTEREST

      (a)   Interest payable on each Note in respect of each Interest Period for
            that Note is calculated:

            (i)   on a daily basis at the applicable Interest Rate;

            (ii)  on the Principal Amount of that Note as at the first day of
                  that Interest Period; and

            (iii) on the basis of the actual number of days in that Interest
                  Period and:

                  (A)   in the case of the US$ Notes, a year of 360 days; and

                  (B)   in the case of the Registered Notes, a year of 365 days,

                  and shall accrue due from day to day.

      (b)   The Step-Up Margin for each Class of US$ Notes:

            (i)   applies following the relevant Step-Up Margin Date for that
                  Class; and

            (ii)  is added to:

                  (A)   LIBOR; and

                  (B)   the relevant MBS Margin,

      to form the Interest Rate following the relevant Step-Up Margin Date for
      that Class.

4.9   AGGREGATE RECEIPTS

      Notwithstanding anything in clause 6, no Noteholder will be entitled to
      receive aggregate principal under any of the provisions in that clause on
      any Note at any time in excess of the Principal Amount for that Note at
      that time.

4.10  OWNERSHIP OF NOTES

      The Trustee, the Trust Manager and the Security Trustee may treat a
      Noteholder as the absolute owner of any Registered Note or US$ Note which
      the Noteholder is registered as holding (whether or not that Note is
      overdue and despite any notation or notice to the contrary or writing on
      it or any notice of previous loss or theft of it or of trust or other
      interest in it) for the purpose of making payment and for all other
      purposes.

4.11  TAXATION

      All payments in respect of the Notes will be made without withholding or
      deduction for, or on account of, any present or future Taxes (including,
      without limitation, interest withholding tax) unless the Trustee or other
      payer is required by any applicable law to make any such payment in
      respect of the Notes subject to any withholding or deduction for, or on
      account of, any present or

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      future Taxes. In that event, the Trustee or other payer 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. The Trustee or other payer will not be obliged to make any
      additional payments to Noteholders in respect of that withholding or
      deduction.

5.    REDRAW NOTES
--------------------------------------------------------------------------------

5.1   NOTE ISSUE DIRECTION FOR REDRAW NOTES

      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 in accordance with this Series Notice, then the
      Trust Manager may give the Trustee a Note Issue Direction to issue a
      series of Redraw Notes in accordance with clause 12 of the Master Trust
      Deed and this clause 5.

5.2   CONDITIONS TO NOTE ISSUE DIRECTION

      The Trust Manager must not give a Note Issue Direction under clause 5.1
      unless it has received written confirmation from each Designated Rating
      Agency that the issue of the Redraw Notes would not result in a
      downgrading or withdrawal of a rating of any Note then outstanding.

5.3   TERMS OF NOTE ISSUE DIRECTION

      A Note Issue Direction given under clause 5.1:

      (a)   must be given no later than the date which is 3 Business Days before
            the proposed issue date of the relevant Redraw Notes, or any other
            date agreed by the Trustee and the Trust Manager; and

      (b)   must specify the MBS Margin, the Total Initial Principal Amount,
            Initial Principal Amount, rating, issue price and Maturity Date of
            the relevant Redraw Notes (in each case containing the relevant
            information specified in clause 4.2).

6.    CASHFLOW ALLOCATION METHODOLOGY
--------------------------------------------------------------------------------

6.1   GENERAL

      Collections and other amounts credited to the Collection Account will be
      allocated by the Trust Manager, and paid by the Trustee as directed by the
      Trust Manager, as set out in this clause 6.

6.2   CALCULATIONS

      (a)   On or before each date which is 4 Business Days before each Payment
            Date, the Trust Manager will, in respect of the Collection Period
            immediately before that Payment Date, calculate or otherwise
            ascertain:

            (i)   all Income for that Collection Period;

            (ii)  all Mortgage Principal Repayments for that Collection Period;

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

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            (iv)  the Bank Bill Rate for the relevant period (which shall be
                  calculated and notified on that Payment Date);

            (v)   the amount of Interest payable on each Note on that Payment
                  Date (if any);

            (vi)  the amount of the Principal Payment to be made on each Note on
                  that Payment Date;

            (vii) Expenses for that Collection Period;

            (viii) the Principal Amount of each Note as at the first day of the
                  next Interest Period for that Note (after deducting any
                  Principal Payment due to be made in respect of each Note on
                  that Payment Date);

            (ix)  the amount of the Approved Seller's Fee for that Collection
                  Period;

            (x)   in the case of the first Payment Date, the Interest Adjustment
                  payable to the Approved Seller;

            (xi)  the Class A A$ Interest Amount, the Class AB Interest Amount
                  and the Class B A$ Interest Amount for that Payment Date;

            (xii) each Class A A$ Equivalent amount, each Class AB A$
                  Equivalent amount and each Class B A$ Equivalent amount
                  required to be calculated under this Series Notice; (xiii) in
                  relation to the aggregate of all Liquidation Losses arising
                  during that Collection Period:

                  (A)   the amount of those Liquidation Losses which is
                        attributable to interest, fees and expenses in relation
                        to the relevant Purchased Loans; and

                  (B)   the amount of those Liquidation Losses which is
                        attributable to principal in relation to the relevant
                        Purchased Loans (PRINCIPAL Loss),

                  on the basis that all Liquidation Proceeds actually received
                  by or on behalf of the Trustee in relation to a Purchased Loan
                  are applied first against interest, fees and other Enforcement
                  Expenses (other than Property Restoration Expenses) relating
                  to that Purchased Loan, and then against the principal and
                  Property Restoration Expenses relating to that Purchased Loan;

            (xiv) the Charge-offs and Carryover Charge-offs (if any) on that
                  Payment Date;

            (xv)  the Recovery Amount (if any) for that Payment Date; and

            (xvi) all other calculations necessary to make allocations and
                  distributions under this clause 6.

      (b)   The Trust Manager must:

            (i)   notify the Trustee of each of the amounts calculated by it in
                  paragraph (a); and

            (ii)  notify the Trustee, 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 4
                  Business Days before the relevant Payment Date of each

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                  determination with respect to the US$ Notes of the Principal
                  Payment and Principal Amount in respect of that Payment Date
                  and cause details of each of those determinations to be
                  published in accordance with the relevant Condition 12. If no
                  Principal Payment is due to be made on the Class A Notes, the
                  Class AB Notes or the Class B Notes on any Payment Date a
                  notice to this effect will be given to the Class A
                  Noteholders, the Class AB Noteholders or Class B Noteholders
                  (as the case may be) in accordance with the relevant Condition
                  12.

      (c)   The Trust Manager must instruct the Trustee in writing on or before
            the date which is 4 Business Days before the relevant Payment Date
            as to the payments to be made by the Trustee on the Payment Date.

6.3   REDRAWS

      If an Obligor makes Additional Repayments in relation to a Loan held by
      the Trustee then the Trustee 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 Trustee that:

      (a)   the Redraw to be provided to the Obligor together with any previous
            Redraws (if any) provided to the Obligor will not exceed the amount
            of any Additional Repayments previously made by the Obligor;

      (b)   after allowing for all payments which the Trustee is then required
            to make or which the Trust Manager reasonably expects that the
            Trustee 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
            Redraw Notes or otherwise) for the Trustee to provide that Redraw;
            and

      (c)   the Loan is not in Arrears at the time of the request for the Redraw
            by the Obligor.

6.4   LIQUID AUTHORISED INVESTMENTS

      (a)   The Trust Manager shall make such directions to the Trustee, and the
            Trustee must comply with those directions, required to ensure that,
            subject to paragraph (b), the value of the Liquid Authorised
            Investments shall not at any time be less than the Prescribed
            Minimum Level at that time.

      (b)   The Trust Manager must direct the Trustee, and the Trustee must, at
            the direction of the Trust Manager, apply all or part of the Liquid
            Authorised Investments towards payment of the Shortfall in the
            amounts referred to in clauses 6.5(a)(i) to 6.5(a)(vii) (inclusive)
            as provided in clause 6.5(d).

6.5   INTEREST AND OTHER PAYMENTS

      (a)   On each Payment Date, the Trustee shall, 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 4
            Business Days before the Payment Date), out of the Income for the
            Collection Period immediately before that Payment Date (and out of
            the proceeds of disposal of any Liquid Authorised Investments and/or
            out of Mortgage Principal Repayments as provided for in paragraph
            (d)) make the following payments or retain moneys in the following
            order of priority.

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            (i)   FIRST - an amount equal to any Interest Adjustment required to
                  be paid to the Approved Seller and then outstanding (the
                  Trustee acknowledges and agrees that it has no entitlement to
                  the moneys comprising the Interest Adjustment).

            (ii)  SECOND - payment of any Taxes payable in relation to the Trust
                  (not including any GST covered in paragraph (f) or paragraph
                  (g)).

            (iii) THIRD - subject to sub-paragraph (a)(ii) and paragraph (c),
                  payment (in the following order of priority) of:

                  (A)   pari passu and rateably, as between themselves, payments
                        of:

                        (1)   the Trustee's Fee for the Collection Period (as
                              adjusted in accordance with paragraph (g)); and

                        (2)   any fees payable to the Note Trustee under the
                              Transaction Documents for the Collection Period;

                  (B)   pari passu and rateably, as between themselves, payments
                        of:

                        (1)   any fees payable, pari passu and rateably, to the
                              Paying Agents under the Transaction Documents for
                              the Collection Period;

                        (2)   any fees payable to the Calculation Agent under
                              the Transaction Documents for the Collection
                              Period; and

                        (3)   any fees payable to the Note Registrar under the
                              Transaction Documents for the Collection Period;

                  (C)   the Expenses (other than the Trustee's Fee, any fees
                        payable to the Note Trustee, the Paying Agents, the
                        Calculation Agent or the Note Registrar, the Trust
                        Manager's Fee and the Servicer's Fee) in relation to the
                        Collection Period;

                  (D)   the Expenses (other than the Trustee's Fee, any fees
                        payable to the Note Trustee, the Paying Agents, the
                        Calculation Agent or the Note Registrar, the Trust
                        Manager's Fee and the Servicer's Fee) which the Trust
                        Manager or the Trustee reasonably anticipates will be
                        incurred prior to the next Payment Date; and

                  (E)   the Expenses (other than the Trustee's Fee, any fees
                        payable to the Note Trustee, the Paying Agents, the
                        Calculation Agent or the Note Registrar, the Trust
                        Manager's Fee and the Servicer's Fee) not covered by
                        sub-paragraphs (C) or (D) which have already been
                        incurred prior to the Payment Date but which have not
                        previously been paid or reimbursed.

            (iv)  FOURTH - payment, pari passu and rateably, to:

                  (A)   the Trust Manager of the Trust Manager's Fee for the
                        Collection Period; and

                  (B)   the Servicer of the Servicer's Fee for the Collection
                        Period.

            (v)   FIFTH - pari passu and rateably based on the amount owing as
                  between themselves:

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                  (A)   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;

                  (B)   payment of any Interest for the Interest Period for the
                        Redraw Notes ending on that Payment Date to the Redraw
                        Noteholders;

                  (C)   (1)   prior to the termination of the Class A Currency
                              Swap, payment to the Class A Currency Swap
                              Provider of the Class A A$ Interest Amount for
                              that Payment Date (and the reciprocal payment by
                              the Class A Currency Swap Provider is thereafter
                              to be applied in accordance with clause 6.9(a)(i)
                              towards payment of Interest on the Class A
                              Notes); and

                        (2)   after the termination of the Class A Currency
                              Swap, to the Note Trustee for application in
                              accordance with clause 6.8(a) 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 Trustee to meet its obligations to
                              pay Interest on the Class A Notes on that Payment
                              Date and any unpaid Interest on the Class A Notes
                              in respect of previous Payment Dates; and

                  (D)   payment to the Class A Currency Swap Provider of any
                        Break Costs payable by the Trustee under the Class A
                        Currency Swap other than in respect of the termination
                        of the Class A Currency Swap where the Class A
                        Currency Swap Provider is the Defaulting Party.

            (vi)  SIXTH - pari passu and rateably based on the amount owing as
                  between themselves:

                  (A)   (1)   prior to the termination of the Class AB Currency
                              Swap, payment to the Class AB Currency Swap
                              Provider of the Class AB A$ Interest Amount for
                              that Payment Date (and the reciprocal payment by
                              the Class AB Currency Swap Provider is thereafter
                              to be applied in accordance with clause
                              6.9(a)(iii) towards payment of Interest on the
                              Class AB Notes); and

                        (2)   after the termination of the Class AB Currency
                              Swap, to the Note Trustee for application in
                              accordance with clause 6.8(a) 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 Trustee to meet its obligations to
                              pay Interest on the Class AB Notes on that Payment
                              Date and any unpaid Interest on the Class AB Notes
                              in respect of previous Payment Dates; and

                  (B)   payment to the Class AB Currency Swap Provider of any
                        Break Costs payable under the Class AB Currency Swap
                        other than in respect of the termination of the Class AB
                        Currency Swap where the Class AB Currency Swap Provider
                        is the Defaulting Party.

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            (vii) SEVENTH - pari passu and rateably based on the amount owing as
                  between themselves:

                  (A)   (1)   prior to the termination of the Class B Currency
                              Swap, payment to the Class B Currency Swap
                              Provider of the Class B A$ Interest Amount for
                              that Payment Date (and the reciprocal payment by
                              the Class B Currency Swap Provider is thereafter
                              to be applied in accordance with clause 6.9(a)(v)
                              towards payment of Interest on the Class B Notes);
                              and

                        (2)   after the termination of the Class B Currency
                              Swap, to the Note Trustee for application in
                              accordance with clause 6.8(a) 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 Trustee to meet its obligations to
                              pay Interest on the Class B Notes on that Payment
                              Date and any unpaid Interest on the Class B Notes
                              in respect of previous Payment Dates; and

                  (B)   payment to the Class B Currency Swap Provider of any
                        Break Costs payable under the Class B Currency Swap
                        other than in respect of the termination of the Class B
                        Currency Swap where the Class B Currency Swap Provider
                        is the Defaulting Party.

           (viii) EIGHTH - to be applied by the Trustee as Mortgage Principal
                  Repayments received by the Trustee during the corresponding
                  Collection Period, of an amount equal to the aggregate of all
                  amounts previously applied under clause 6.6(a)(i)(A), to the
                  extent not previously so replenished under this clause
                  6.5(a)(viii).

            (ix)  NINTH - in reducing the Aggregate Principal Loss Amount for
                  the corresponding Collection Period until the Aggregate
                  Principal Loss Amount is reduced to zero.

            (x)   TENTH - in reducing any Carryover Charge-offs that have not
                  been reduced prior to that Payment Date until the Carryover
                  Charge-offs are reduced to zero.

            (xi)  ELEVENTH - in payment, pari passu and rateably, of any Break
                  Costs payable to:

                  (A)   the Interest Rate Swap Provider in respect of the
                        termination of the Interest Rate Swap; and

                  (B)   a Currency Swap Provider in respect of the termination
                        of a Currency Swap where the Currency Swap Provider is
                        the Defaulting Party.

           (xii)  TWELFTH - in payment of the Approved Seller's Fee.

           (xiii) THIRTEENTH - subject to clause 15.1(d), in payment of the
                  balance, by way of a distribution of the income of the Trust,
                  to the Residual Income Beneficiaries in proportion to their
                  respective Income Percentages.

            The obligation of the Trustee to make any payment under each of the
            above paragraphs of this clause 6.5(a) is limited in each case to
            the Income, Liquid Authorised Investments and Mortgage Principal
            Repayments or (as the case may be) to the balance of the Income,

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            Liquid Authorised Investments and Mortgage Principal Repayments
            available after payment in accordance with the preceding paragraph
            or paragraphs (if any).

      (b)   In the event that for any reason whatsoever the Trustee does not
            have sufficient cash to make all of the payments as provided in
            paragraphs (a) and (d) then the amount available to be paid shall be
            distributed in the order of priority of distribution as referred to
            in paragraph (a), and:

            (i)   in the case of the payment of Interest to Redraw Noteholders
                  or Class A Noteholders under paragraph (a)(v), the proportion
                  of any amount available to be paid to each Noteholder of such
                  Class shall 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;

            (ii)  in the case of the payment of Interest to Class AB Noteholders
                  under paragraph (a)(vi), the proportion of any amount
                  available to be paid to each Noteholder of such Class shall be
                  the proportion which the Principal Amount of that Class held
                  by that Noteholder bears to the Total Principal Amount of all
                  Notes of that Class; and

            (iii) in the case of the payment of Interest to Class B Noteholders
                  under paragraph (a)(vii), the proportion of any amount
                  available to be paid to each Noteholder of such Class shall be
                  the proportion which the Principal Amount of that Class held
                  by that Noteholder bears to the Total Principal Amount of all
                  Notes of that Class.

      (c)   In the event that:

            (i)   the Trustee receives a payment under clause 6.5(a)(iii) or
                  6.5(d) for Expenses which the Trustee reasonably anticipates
                  will be incurred prior to the next Payment Date; and

            (ii)  all or any part of such Expenses are not actually incurred
                  prior to that next Payment Date,

            then the following provisions shall apply:

            (iii) the Trustee shall repay into the Assets of the Trust on that
                  next Payment Date such excess amount which was not actually
                  incurred; or

            (iv)  if the Trustee fails to repay the amount in accordance with
                  sub-paragraph (c)(iii), then such amount shall be set-off
                  against the amount which would otherwise be payable under
                  clause 6.5(a)(iii) to the Trustee with respect to such
                  Expenses on that next Payment Date.

      (d)   If, during any Financial Year, the Income accrued for a Collection
            Period to be applied on the corresponding Payment Date is less than
            the aggregate of the amounts payable by the Trustee under clauses
            6.5(a)(i) to 6.5(a)(vii) (inclusive) on that Payment Date (the
            SHORTFALL), then the Trustee shall (at the direction of the Trust
            Manager) apply:

            (i)   first, Liquid Authorised Investments; and

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            (ii)  second, to the extent the Liquid Authorised Investments are
                  insufficient to cover the Shortfall in full, Mortgage
                  Principal Repayments,

            in payment of those amounts in the order of priority set out in
            clause 6.5(a), to the extent available to do so.

      (e)   If the Approved Seller's Fee is not paid in full on a relevant
            Payment Date, then the unpaid balance shall bear interest at a rate
            determined by the Trust Manager and advised to the Trustee 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.

      (f)   Any GST which applies or may apply in respect of any services
            provided pursuant to this Series Notice or the other 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.

      (g)   In relation to any supply by the Trustee 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.

      (h)   Interest to which any Noteholder may be entitled in respect of a
            Note for an Interest Period shall only fall due for payment by the
            Trustee to the Noteholder upon the applicable Payment Date.

6.6   REPAYMENTS OF PRINCIPAL AMOUNT AND REDEMPTION OF NOTES

      (a)   (i)   All Mortgage Principal Repayments which are received by the
                  Trustee in each Collection Period, except to the extent the
                  Trust Manager directs the Trustee in writing that such moneys
                  be applied or retained for Liquidity Purposes in accordance
                  with the provisions of this Series Notice and (subject to
                  clause 6.6(a)(ii)) any Liquid Authorised Investments and the
                  Recovery Amount for the corresponding Payment Date must, prior
                  to the enforcement of the Security Trust Deed, be deposited or
                  paid by the Trustee (at the direction of the Trust Manager,
                  such direction to be given on or before the date which is 4
                  Business Days before the relevant Payment Date) on the
                  corresponding Payment Date in the following order of priority.

                  (A)   FIRST - in accordance with clause 6.5(d).

                  (B)   SECOND - to replenish Liquid Authorised Investments
                        until the value of the Liquid Authorised Investments
                        equals the Prescribed Minimum Level.

                  (C)   THIRD - to Redraw Noteholders (in the proportion as
                        specified in sub-paragraph (iii)) in payment of the
                        Principal Amount of the Redraw Notes until such time as
                        all Redraw Notes have been redeemed in full.

                  (D)   FOURTH -

                        (1)   to the extent that, and for so long as, the
                              Threshold Requirements are satisfied, in
                              accordance with clause 6.6(h); or

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                        (2)   to the extent that, and for so long as, the
                              Threshold Requirements are not satisfied, until
                              the Threshold Requirements are satisfied, in
                              accordance with clause 6.6(i).

                  (E)   FIFTH - subject to clauses 10.2(c) and 15.1(d), in
                        payment of the balance, by way of a distribution of the
                        capital of the Trust, to the Residual Income
                        Beneficiaries in proportion to their respective Income
                        Percentages.

                  The obligation of the Trustee to make any deposit or payment
                  under each of the above paragraphs of clause 6.6(a)(i) is
                  limited in each case to the Mortgage Principal Repayments,
                  (subject to clause 6.6(a)(ii)) Liquid Authorised Investments
                  and the Recovery Amount or (as the case may be) to the balance
                  of the Mortgage Principal Repayments, (subject to clause
                  6.6(a)(ii)) Liquid Authorised Investments and the Recovery
                  Amount available after deposit or payment in accordance with
                  the preceding paragraph or paragraphs (if any).

            (ii)  The Trust Manager must not direct the Trustee to, and the
                  Trustee must not, deposit or pay any Liquid Authorised
                  Investments under clause 6.6(a)(i)(C), 6.6(a)(i)(D) or
                  6.6(a)(i)(E) where such deposit or payment would result in the
                  value of the Liquid Authorised Investments being less than the
                  Prescribed Minimum Level.

            (iii) The proportion of any amount available to be paid to any
                  Noteholder as contemplated in clause 6.6 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.

      (b)   On any Payment Date when the Total Principal Amount of all Notes
            does not exceed 10% of the Initial Principal Amount of all Notes the
            Trustee must, if so directed in writing by the Trust Manager on or
            before the date which is 4 Business Days before that 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:

            (i)   the Trust Manager having provided to:

                  (A)   each relevant Noteholder, the Note Trustee and the
                        Trustee, 30 days prior notice; and

                  (B)   each Designated Rating Agency, 30 days prior written
                        notice,

                  of the Trust Manager's intention to direct the Trustee to
                  redeem the relevant Notes under this paragraph;

            (ii)  the Trustee having sufficient cash to make such repayment
                  (upon which the Trustee may rely conclusively on a
                  certification from the Trust Manager);

            (iii) the Trustee retaining such amount as the Trust Manager or the
                  Trustee reasonably determines will be necessary to satisfy any
                  outstanding or anticipated Expenses or payment to any Swap
                  Provider under a Hedge Agreement; and

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            (iv)  the repayment being made in the order of priority set out in
                  clause 6.6(a) and, for the purposes of clause 6.6(a)(i),
                  clause 6.6(i).

      (c)   On any Payment Date on or after a Step-Up Margin Date the Trustee
            must, if so directed by the Trust Manager on or before the date
            which is 4 Business Days before that Payment Date, repay the whole
            of the Principal Amount of any Class of Notes together with any
            outstanding Interest in relation to those Notes subject to the
            following conditions:

            (i)   the Trust Manager having provided to:

                  (A)   each relevant Noteholder, the Note Trustee and the
                        Trustee, 30 days prior notice; and

                  (B)   each Designated Rating Agency, 30 days prior written
                        notice,

                  of the Trust Manager's intention to direct the Trustee to
                  redeem the relevant Notes under this paragraph;

            (ii)  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;

            (iii) the Trustee having sufficient cash to make such repayment
                  (upon which the Trustee may rely conclusively on a
                  certification from the Trust Manager);

            (iv)  the Trustee retaining such amount as the Trust Manager or the
                  Trustee 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
                  the Principal Amount and Interest are to be so repaid) or
                  payment to any Swap Provider under a Hedge Agreement; and

            (v)   the repayment being made in the order of priority set out in
                  clause 6.6(a) and, for the purposes of clause 6.6(a)(i),
                  clause 6.6(i).

            The Trust Manager may give a direction described in paragraph (c) 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 paragraph (c):

            (A)   in relation to Class AB Noteholders or Class B Noteholders
                  unless:

                  (1)   there are at that time no Redraw Notes outstanding; or

                  (2)   the Trust Manager at the same time gives or has given a
                        direction described in paragraph (c) in relation to all
                        Redraw Notes and Class A Notes then outstanding; and

            (B)   in relation to Class B Noteholders unless:

                  (1)   there are at that time no Class AB Notes outstanding; or

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                  (2)   the Trust Manager at the same time gives or has given a
                        direction described in paragraph (c) in relation to all
                        Class AB Notes then outstanding.

      (d)   If the Trust Manager satisfies the Trustee and the Note Trustee
            immediately prior to giving the notice referred to below that:

            (i)   on the next Payment Date the Trustee 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 Trustee must, when so directed by the Trust Manager at the Trust
            Manager's option and provided that the Trustee will be in a position
            on the next Payment Date to discharge (and the Trust Manager will so
            certify to the Trustee 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 Payment Date, provided that the redemption is made in the
            order of priority set out in paragraph 6.6(a) and for the purposes
            of clause 6.6(a)(i)(D), clause 6.6(i).

      (e)   If the Trust Manager satisfies the Trustee and the Note Trustee
            immediately prior to giving the notice referred to below that on the
            next 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 Trustee must, when so directed by the Trust Manager (in its sole
            discretion) (provided that the Trustee will be in a position on such
            Payment Date to discharge (and the Trust Manager will so certify to
            the Trustee 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
            Payment Date, provided that the

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            redemption is made in the order of priority set out in paragraph
            6.6(a) and, for the purposes of clause 6.6(a)(i)(D), clause 6.6(i).

      (f)   Notwithstanding any other provision in the Transaction Documents, a
            Noteholder shall not be entitled to receive any amounts other than:

            (i)   the Interest payable on; and

            (ii)  the Principal Amount of,

            Notes held by that Noteholder.

      (g)   The Trustee may not recover any Beneficiary Distribution from a
            Beneficiary once it is paid to that Beneficiary except where there
            has been an error in the relevant calculation of the Beneficiary
            Distribution.

      (h)   If, on any Payment Date, the Trust Manager directs the Trustee that
            the Threshold Requirements are satisfied (including after giving
            effect to any payments in clause 6.6(i)), amounts applied under
            clause 6.6(a)(i)(D)(1) must be deposited or paid, pari passu and
            rateably:

            (i)   (A)   prior to the termination of the Class A Currency Swap,
                        to the Class A Currency Swap Provider of the Class A A$
                        Equivalent of the Principal Amount of the Class A Notes
                        on that Payment Date (and the reciprocal payment by the
                        Class A Currency Swap Provider is thereafter to be
                        applied in accordance with clause 6.9(a)(ii) towards
                        payment of the Principal Amount of the Class A Notes
                        (in the proportion as specified in clause 6.6(a)(iii))
                        until such time as all Class A Notes have been redeemed
                        in full; and

                  (B)   after the termination of the Class A Currency Swap, to
                        the Note Trustee for application in accordance with
                        clause 6.8(a) of the Class A A$ Equivalent of the
                        Principal Amount of the Class A Notes on that Payment
                        Date until such time as all Class A Notes have been
                        redeemed in full;

            (ii)  (A)   prior to the termination of the Class AB Currency Swap,
                        to the Class AB Currency Swap Provider of the Class AB
                        A$ Equivalent of the Principal Amount of the Class AB
                        Notes on that Payment Date (and the reciprocal payment
                        by the Class AB Currency Swap Provider is thereafter to
                        be applied in accordance with clause 6.9(a)(iv) towards
                        payment of the Principal Amount of the Class AB Notes
                        (in the proportion as specified in clause 6.6(a)(iii))
                        until such time as all Class AB Notes have been redeemed
                        in full; and

                  (B)   after the termination of the Class AB Currency Swap, to
                        the Note Trustee for application in accordance with
                        clause 6.8(a) of the Class AB A$ Equivalent of the
                        Principal Amount of the Class AB Notes on that Payment
                        Date until such time as all Class AB Notes have been
                        redeemed in full; and

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            (iii) (A)   prior to the termination of the Class B Currency Swap,
                        to the Class B Currency Swap Provider of the Class B A$
                        Equivalent of the Principal Amount of the Class B Notes
                        on that Payment Date (and the reciprocal payment by the
                        Class B Currency Swap Provider is thereafter to be
                        applied in accordance with clause 6.9(a)(vi) towards
                        payment of the Principal Amount of the Class B Notes (in
                        the proportion as specified in clause 6.6(a)(iii)) until
                        such time as all Class B Notes have been redeemed in
                        full; and

                  (B)   after the termination of the Class B Currency Swap, to
                        the Note Trustee for application in accordance with
                        clause 6.8(a) of the Class B A$ Equivalent of the
                        Principal Amount of the Class B Notes on that Payment
                        Date until such time as all Class B Notes have been
                        redeemed in full,

            provided that:

            (iv)  if the Threshold Requirements are satisfied on any Payment
                  Date prior to the third anniversary of the Note Issue Date,
                  the Trustee must pay on that Payment Date under each of
                  sub-paragraphs (h)(ii) and (h)(iii), 50% of the amount that
                  would otherwise have been payable if not for this
                  sub-paragraph (h)(iv) and must pay the balance of the amount
                  otherwise so payable in accordance with subparagraph (h)(i).
                  On or after the third anniversary of the Note Issue Date, if
                  the Threshold Requirements are satisfied, the Class AB Notes
                  and the Class B Notes will be entitled to 100% of the amount
                  payable under each of sub-paragraphs (h)(ii) and (h)(iii); and

            (v)   each such amount specified in this clause 6.6(h) shall only be
                  paid or deposited to the extent that such payment or deposit
                  will not result in a breach of the Threshold Requirements.

      (i)   If, on any Payment Date, the Trust Manager directs the Trustee that
            the Threshold Requirements are not satisfied (including after giving
            effect to any payments set out in clause 6.6(h)), amounts applied
            under clause 6.6(a)(i)(D)(2) must be deposited or paid in the
            following order of priority:

            (i)   first:

                  (A)   prior to the termination of the Class A Currency Swap,
                        to the Class A Currency Swap Provider of the Class A
                        A$ Equivalent of the Principal Amount of the Class A
                        Notes on that Payment Date (and the reciprocal payment
                        by the Class A Currency Swap Provider is thereafter to
                        be applied in accordance with clause 6.9(a)(ii) towards
                        payment of the Principal Amount of the Class A Notes
                        (in the proportion as specified in clause 6.6(a)(iii));
                        and

                  (B)   after the termination of the Class A Currency Swap, to
                        the Note Trustee for application in accordance with
                        clause 6.8(a) of the Class A A$ Equivalent of the
                        Principal Amount of the Class A Notes on that Payment
                        Date,

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                  and, in each case, until such time as the Class A Notes have
                  been redeemed in full;

            (ii)  second:

                  (A)   prior to the termination of the Class AB Currency Swap,
                        to the Class AB Currency Swap Provider of the Class AB
                        A$ Equivalent of the Principal Amount of the Class AB
                        Notes on that Payment Date (and the reciprocal payment
                        by the Class AB Currency Swap Provider is thereafter to
                        be applied in accordance with clause 6.9(a)(iv) towards
                        payment of the Principal Amount of the Class AB Notes
                        (in the proportion as specified in clause 6.6(a)(iii));
                        and

                  (B)   after the termination of the Class AB Currency Swap, to
                        the Note Trustee for application in accordance with
                        clause 6.8(a) of the Class AB A$ Equivalent of the
                        Principal Amount of the Class AB Notes on that Payment
                        Date,

                  and, in each case, until such time as the Class AB Notes have
                  been redeemed in full; and

            (iii) third:

                  (A)   prior to the termination of the Class B Currency Swap,
                        to the Class B Currency Swap Provider of the Class B A$
                        Equivalent of the Principal Amount of the Class B Notes
                        on that Payment Date (and the reciprocal payment by the
                        Class B Currency Swap Provider is thereafter to be
                        applied in accordance with clause 6.9(a)(vi) towards
                        payment of the Principal Amount of the Class B Notes (in
                        the proportion as specified in clause 6.6(a)(iii)); and

                  (B)   after the termination of the Class B Currency Swap, to
                        the Note Trustee for application in accordance with
                        clause 6.8(a) of the Class B A$ Equivalent of the
                        Principal Amount of the Class B Notes on that Payment
                        Date,

                  and, in each case, until such time as the Class B Notes have
                  been redeemed in full,

                  provided that each amount specified in this clause 6.6(i)
                  shall only be paid or deposited to the extent that, after
                  making the relevant payment or deposit, the Threshold
                  Requirements remain unsatisfied.

6.7   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 clause 6.5(a)(ix), the amount of
      such excess will be the CHARGE-OFF for that Payment Date.

6.8   PAYMENTS INTO US$ ACCOUNT

      (a)   The Note Trustee must, on each Payment Date on which the Trustee
            pays an amount under clause 6.5(a)(v)(C)(2), 6.5(a)(vi)(A)(2),
            6.5(a)(vii)(A)(2), 6.6(h)(i)(B),

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            6.6(h)(ii)(B), 6.6(h)(iii)(B), 6.6(i)(i)(B), 6.6(i)(ii)(B) or
            6.6(i)(iii)(B) (the AUD US$ AMOUNT), pay into the US$ Account or to
            the Principal Paying Agent under the Agency Agreement, an amount in
            US$ equal to the AUD US$ Amount at the spot exchange rate in New
            York City for US$ purchases of Australian dollars on that Payment
            Date.

      (b)   The Trustee must direct each Currency Swap Provider to pay all
            amounts denominated in US$ payable to the Trustee by that Currency
            Swap Provider under the relevant Currency Swap into the US$ Account
            or to the Principal Paying Agent under the Agency Agreement.

      (c)   If the Trustee, the Trust Manager or the Servicer receives any
            amount denominated in US$ from a Currency Swap Provider under a
            Currency Swap or from the Note Trustee under clause 6.8(a) it will
            promptly pay that amount to the credit of the US$ Account.

6.9   PAYMENTS OUT OF US$ ACCOUNT

      (a)   The Trustee must, or must require that the Paying Agents on its
            behalf, at the direction of the Trust Manager, pay all amounts
            credited to the US$ Account by each Currency Swap Provider, by the
            Note Trustee under clause 6.8(a) or under clause 6.8(c) as follows
            (and in accordance with the Note Trust Deed and the Agency
            Agreement) (in no order of priority):

            (i)   as contemplated in clauses 6.5(a)(v)(C)(1) and
                  6.5(a)(v)(C)(2), pari passu in relation to Class A Notes as
                  payments of Interest on those Class A Notes;

            (ii)  as contemplated in clauses 6.6(h)(i)(A), 6.6(h)(i)(B),
                  6.6(i)(i)(A) and 6.6(i)(i)(B), pari passu to Class A
                  Noteholders in payment of the Principal Amount of the Class A
                  Notes until such time as all Class A Notes have been redeemed
                  in full;

            (iii) as contemplated in clauses 6.5(a)(vi)(A)(1) and
                  6.5(a)(vi)(A)(2), pari passu in relation to Class AB Notes as
                  payments of Interest on those Class AB Notes;

            (iv)  as contemplated in clauses 6.6(h)(ii)(A), 6.6(h)(ii)(B),
                  6.6(i)(ii)(A) and 6.6(i)(ii)(B), pari passu to Class AB
                  Noteholders in payment of the Principal Amount of the Class AB
                  Notes until such time as all Class AB Notes have been redeemed
                  in full;

            (v)   as contemplated in clauses 6.5(a)(vii)(A)(1) and
                  6.5(a)(vii)(A)(2), pari passu in relation to Class B Notes as
                  payments of Interest on those Class B Notes;

            (vi)  as contemplated in clauses 6.6(h)(iii)(A), 6.6(h)(iii)(B),
                  6.6(i)(iii)(A) and 6.6(i)(iii)(B), pari passu to Class B
                  Noteholders in payment of the Principal Amount of the Class B
                  Notes until such time as all Class B Notes have been redeemed
                  in full;

            (vii) as contemplated in clauses 6.6(b), (c), (d) or (e):

                  (A)   pari passu to Class A Noteholders in relation to
                        Class A Notes;

                  (B)   pari passu to Class AB Noteholders in relation to Class
                        AB Notes; and

                  (C)   pari passu to Class B Noteholders in relation to Class B
                        Notes,

                  as payment of redemption amounts; and

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            (viii) as contemplated in clause 4.4(b)(iii):

                  (A)   pari passu to Class A Noteholders in relation to
                        Class A Notes;

                  (B)   pari passu to Class AB Noteholders in relation to Class
                        AB Notes; and

                  (C)   pari passu to Class B Noteholders in relation to Class B
                        Notes,

                  as payment of redemption amounts.

6.10  ROUNDING OF AMOUNTS

      In making the calculations required or contemplated by this clause 6, the
      Servicer or the Trust Manager (as the case may be) shall round
      calculations to four decimal places, except that all monetary amounts
      shall be rounded down to the nearest cent or as otherwise required in this
      Series Notice.

6.11  PRESCRIPTION

      Despite any other provision of this Series Notice and the Master Trust
      Deed, Condition 8 of the US$ Notes applies to all amounts payable in
      relation to any US$ Note.

6.12  REPLACEMENT OF CURRENCY SWAPS

      (a)   If a Currency Swap is terminated, the Trustee must, at the direction
            of the Trust Manager, enter into one or more currency swaps which
            replace that Currency Swap (in a form reasonably satisfactory to the
            Trustee) (collectively a REPLACEMENT CURRENCY SWAP) but only on the
            following conditions:

            (i)   the Settlement Amount (as defined in the relevant Currency
                  Swap) payable (if any) by the Trustee to the relevant Currency
                  Swap Provider will be paid in full when due in accordance with
                  this Series Notice and the relevant Currency Swap;

            (ii)  the Designated Rating Agencies confirm that the Replacement
                  Currency Swap will not cause a reduction or withdrawal of the
                  rating of the Class A Notes (in the case of a replacement of
                  the Class A Currency Swap), the Class AB Notes (in the case
                  of a replacement of the Class AB Currency Swap) or the Class B
                  Notes (in the case of a replacement of the Class B Currency
                  Swap); and

            (iii) the liability of the Trustee under the Replacement Currency
                  Swap is limited to at least the same extent that its liability
                  is limited under the replaced Currency Swap.

      (b)   If the conditions in (a) are satisfied, the Trustee must, at the
            direction of the Trust Manager, enter into the Replacement Currency
            Swap and if it does so it must direct the Replacement Currency Swap
            Provider to pay any upfront premium to enter into the Replacement
            Currency Swap due to the Trustee directly to the outgoing Currency
            Swap Provider in satisfaction of and only to the extent of the
            Trustee's obligation to pay the Settlement Amount (as defined in the
            relevant Currency Swap) as referred to in (a) and:

            (i)   to the extent that such premium is not greater than or equal
                  to the Settlement Amount (as defined in the relevant Currency
                  Swap), the balance must be satisfied by the Trustee as a Break
                  Cost payable under clause 6.5(a)(v)(D), 6.5(a)(vi)(B),
                  6.5(a)(vii)(B) or 6.5(a)(x)(B); or

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            (ii)  to the extent that such premium is greater than the Settlement
                  Amount (as defined in the relevant Currency Swap), the excess
                  will form part of the Assets of the Trust.

      (c)   If the conditions in (a) are satisfied and the Trustee has entered
            into the Replacement Currency Swap, the Trustee must direct the
            outgoing Currency Swap Provider to pay any Settlement Amount (as
            defined in the relevant Currency Swap) payable by the outgoing
            Currency Swap Provider to the Trustee on termination of the relevant
            Currency Swap directly to the Replacement Currency Swap Provider in
            satisfaction of and only to the extent of any premium payable by the
            Trustee to enter into the Replacement Currency Swap, in satisfaction
            of and to the extent of the outgoing Currency Swap Provider's
            obligation to pay that part of the Settlement Amount (as defined in
            the relevant Currency Swap) to the Trustee, and:

            (i)   to the extent that such premium is greater than or equal to
                  the Settlement Amount (as defined in the relevant Currency
                  Swap), the balance must be satisfied by the Trustee as an
                  Expense of the Trust; or

            (ii)  to the extent that such premium is not greater than the
                  Settlement Amount (as defined in the relevant Currency Swap),
                  the excess will form part of the Assets of the Trust.

6.13  PAYMENT PRIORITIES FOLLOWING ENFORCEMENT OF THE SECURITY TRUST DEED

      Notwithstanding any other provision of this clause 6, following the
      enforcement of the Security Trust Deed pursuant to clause 9.1 of the
      Security Trust Deed, the proceeds from the enforcement of the Charge (as
      defined in the Security Trust Deed) are to be applied in the following
      order of priority, subject to any other priority which may be required by
      statute or law:

      (a)   FIRST, to the extent required by law, to pay the holder of any prior
            ranking security interest of which the Security Trustee has notice;

      (b)   SECOND, to pay all costs, charges, expenses and disbursements
            properly incurred in the exercise of any power by the Security
            Trustee, the Note Trustee, a receiver or an attorney or other
            amounts (other than those referred to in paragraph (d)) payable to
            the Security Trustee or the Note Trustee under the Security Trust
            Deed or the Note Trust Deed (as the case may be);

      (c)   THIRD, to the extent that the moneys received by the Security
            Trustee represent the proceeds of any cash collateral lodged by a
            Support Facility Provider under a Support Facility, to pay that
            Support Facility Provider (this paragraph (c) will not apply to the
            extent that the relevant moneys received are applied in accordance
            with the relevant document to satisfy any obligation owed to the
            Trustee by the Support Facility Provider);

      (d)   FOURTH, to pay (pari passu and rateably):

            (i)   any fees due to the Security Trustee, the Note Trustee, each
                  Paying Agent and the Calculation Agent (pari passu and
                  rateably);

            (ii)  any fees and unpaid Expenses due to the Trustee; and

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            (iii) the Receiver's remuneration;

      (e)   FIFTH, to pay any unpaid Interest Adjustment due to the Approved
            Seller;

      (f)   SIXTH, to pay (pari passu and rateably):

            (i)   all Secured Moneys owing to the Support Facility Providers
                  other than a Class AB Currency Swap Provider or a Class B
                  Currency Swap Provider (pari passu and rateably);

            (ii)  all Secured Moneys owing to the Redraw Noteholders and the
                  Class A Noteholders (pari passu and rateably); and

            (iii) all Secured Moneys owing in relation to any Redraws made by
                  the Trustee for which it has not been reimbursed under the
                  Transaction Documents;

      (g)   SEVENTH, to pay (pari passu and rateably):

            (i)   all Secured Moneys owing to the Class AB Noteholders (pari
                  passu and rateably); and

            (ii)  all Secured Moneys owing to the Class AB Currency Swap
                  Provider;

      (h)   EIGHTH, to pay (pari passu and rateably):

            (i)   all Secured Moneys owing to the Class B Noteholders (pari
                  passu and rateably); and

            (ii)  all Secured Moneys owing to the Class B Currency Swap
                  Provider;

      (i)   NINTH, to pay (pari passu and rateably) any amounts not covered
            above owing to a Mortgagee under a Transaction Document;

      (j)   TENTH, to pay any subsequent security interest of which the Security
            Trustee has notice; and

      (k)   ELEVENTH, to pay any surplus to the Trustee to be distributed in
            accordance with the Master Trust Deed.

      The surplus will not carry interest. If the Security Trustee, or a
      Receiver, Mortgagee or Attorney pays the surplus to the credit of an
      account in the name of the Trustee with any bank carrying on business in
      Australia, the Security Trustee, Receiver, Mortgagee or Attorney (as the
      case may be) will be under no further liability in respect of it.

7.    MASTER TRUST DEED, INVESTMENT MANAGEMENT AGREEMENT AND REPRESENTATIONS,
      WARRANTIES AND UNDERTAKINGS
--------------------------------------------------------------------------------

7.1   COMPLETION OF DETAILS IN RELATION TO MASTER TRUST DEED

      (a)   (TRUST MANAGER'S FEE) For the purpose of clause 18 of the Master
            Trust Deed, the fee payable to the Trust Manager in respect of the
            Trust for each Collection Period will be an amount calculated:

            (i)   on the aggregate of:

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                  (A)   the Principal Amount of all Registered Notes;

                  (B)   the Class A A$ Equivalent of the Principal Amount of
                        all Class A Notes;

                  (C)   the Class AB A$ Equivalent of the Principal Amount of
                        all Class AB notes; and

                  (D)   the Class B A$ Equivalent of the Principal Amount of all
                        Class B Notes,

                  on the first day of that Collection Period;

            (ii)  at the rate of [*]% per annum or as otherwise agreed by the
                  Trust Manager and the Trustee from time to time; and

            (iii) on the actual number of days in the Collection Period divided
                  by 365 days,

           and shall accrue from day to day.

      (b)   (TRUSTEE'S FEE) For the purpose of clause 22.1 of the Master Trust
            Deed, the fee payable to the Trustee in respect of the Trust for
            each Collection Period will be an amount as agreed between the
            Trustee and the Trust Manager from time to time, subject to clause
            6.5(g), which fee shall not include the Trust Manager's Fee or the
            Approved Seller's Fee.

      (c)   (APPROVED SELLER'S FEE)

            For the purpose of clause 8.12 of the Master Trust Deed, the fee
            payable to the Approved Seller in respect of the Trust for each
            Collection Period will be an amount as agreed between the Approved
            Seller and the Trust Manager from time to time, which fee may
            include an entitlement to interest in the event of late payment but
            which fee shall not include any amount attributable to:

            (i)   any Taxes;

            (ii)  any Trustee's Fee;

            (iii) any other Expenses (other than the Trust Manager's Fee);

            (iv)  any payment to the Trust Manager of the Trust Manager's Fee;

            (v)   any net amounts payable to any Swap Provider as required under
                  any Hedge Agreement;

            (vi)  any payment of Interest to Noteholders; and

            (vii) any amount by way of replenishment of the Assets of the Trust.

      (d)   (SERVICER'S FEE) For the purpose of clause 6.1 of the Investment
            Management Agreement, the fee payable to the Servicer in respect of
            the Trust for each Collection Period will be an amount calculated:

            (i)   on the aggregate of:

                  (A)   the Principal Amount of all Registered Notes;

                  (B)   the Class A A$ Equivalent of the Principal Amount of
                        all Class A Notes;

                  (C)   the Class AB A$ Equivalent of the Principal Amount of
                        all Class AB Notes; and

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                  (D)   the Class B A$ Equivalent of the Principal Amount of all
                        Class B Notes,

                  on the first day of that Collection Period;

            (ii)  at the rate of [*]% per annum or as otherwise agreed by the
                  Servicer and the Trustee from time to time; and

            (iii) on the actual number of days in the Collection Period divided
                  by 365 days,

            and shall accrue from day to day.

      (e)   (FEE CHANGES TO TAKE ACCOUNT OF GST) Subject to clause 6.5(f), none
            of the above fees in this clause 7.1 are to be increased by
            reference to any applicable GST unless:

            (i)   the Trustee, the Trust Manager and the recipient of the
                  relevant fee agree (that agreement not to be unreasonably
                  withheld); and

            (ii)  the increase will not result in the downgrading or withdrawal
                  of the rating assigned to any Notes by any Designated Rating
                  Agency.

7.2   AMENDMENTS TO MASTER TRUST DEED

      The Master Trust Deed is amended for the purpose of the Trust as follows:

      (a)   CLAUSE 1 - DEFINITIONS AND INTERPRETATION

            (i)   For the purposes of the definition of AUTHORISED INVESTMENTS
                  in clause 1.1 of the Master Trust Deed:

                  (A)   delete the words "an Approved Bank" in paragraph (b) and
                        replace it with the words "a bank rated A-1+ by S&P and
                        P-1 by Moody's (an AUTHORISED BANK)";

                  (B)   delete the words "Approved Bank" in paragraph (c) and
                        replace them with the words "Authorised Bank";

                  (C)   replace the wording in sub-paragraph (i) before
                        sub-paragraph (i)(A) with "unless otherwise advised in
                        writing by each Designated Rating Agency";

                  (D)   replace sub-paragraph (i)(A) and (i)(B) with a
                        sub-paragraph (i)(A) as follows:

                        "(A)  each proposed investment falling within categories
                              (b), (c) and (d) must have a credit rating issued
                              by S&P of A-1+ and by Moody's of P-1 or by S&P of
                              AAA and by Moody's of Aaa;

                  (E)   re-label sub-paragraph (i)(C) to be (i)(B) and insert at
                        the end of the sub-paragraph the words " and by Moody's
                        of Aaa"; and

                  (F)   delete the words in sub-paragraph (ii)(A) after "it was
                        acquired".

            (ii)  For the purposes of the definition of EXPENSES in clause 1.1
                  of the Master Trust Deed:

                  (A)   insert ", DTC" in paragraph (t) after "Stock Exchange" ;

                  (B)   in paragraph (t), delete the word "and' after the
                        semi-colon;

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                  (C)   replace the comma at the end of paragraph (u) with ";
                        and"; and

                  (D)   add a new paragraph (v) at the end as follows:


                        "(v)  any fees or expenses payable to a Paying Agent or
                              Calculation Agent,".

            (iii) For the purposes of the definition of INSOLVENCY EVENT in
                  clause 1.1 of the Master Trust Deed, replace "or a Mortgage
                  Insurer" with ", a Mortgage Insurer, a Title Insurer or any
                  other corporation" before "(each a RELEVANT CORPORATION)".

            (iv)  For the purposes of the definition of RELATED SECURITY in
                  clause 1.1 of the Master Trust Deed:

                  (A)   re-letter the existing subparagraph (d) as subparagraph
                        (e); and

                  (B)   insert as a new subparagraph (d) "any Title Insurance
                        Policy in relation to a Mortgage securing the loan and
                        any amounts received by the Trustee (or a Servicer on
                        its behalf) under any Title Insurance Policy.".

            (v)   Insert the following new definitions in clause 1.1 of the
                  Master Trust Deed:

                  RESIDUAL INCOME BENEFICIARY means, in relation to a Trust at
                  any time, any person who holds a Residual Income Unit in that
                  Trust at that time.

                  RESIDUAL INCOME UNIT in relation to a Trust, has the meaning
                  given in the Series Notice for that Trust.

            (vi)  Insert the following definition in clause 1.1 of the Master
                  Trust Deed:

                  TITLE INSURANCE POLICY means any title insurance policy
                  specified as a TITLE INSURANCE POLICY in the Series Notice for
                  that Trust.

            (vii) Insert the following definition in clause 1.1 of the Master
                  Trust Deed:

                  TITLE INSURER means any title insurer specified as a TITLE
                  INSURER in the Series Notice for that Trust.

      (b)   CLAUSE 6 - ORIGINATION

            For the purposes of clause 6(a) of the Master Trust Deed, insert the
            words "or a direction by the Trust Manager" after "Note Issue
            Direction".

      (c)   CLAUSE 8 - ACQUISITION FROM APPROVED SELLER

            (i)   The following provisions replace clause 8.1 of the Master
                  Trust Deed.

                  "Where:

                  (a)   a Note Issue Direction directs that the Trustee issues
                        Notes to fund; or

                  (b)   there is an investment proposal or direction by the
                        Trust Manager (in accordance with the Transaction
                        Documents) for,

                  the acquisition of Authorised Investments from an Approved
                  Seller under a Sale Notice under clause 8.3 of the Master
                  Trust Deed and the Trustee implements the direction or
                  proposal, the Trustee shall use the proceeds of the relevant
                  issue of

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                  Notes for the purpose of the acquisition in accordance with
                  clause 8 of the Master Trust Deed."

            (ii)  For the purposes of clause 8.4(a) of the Master Trust Deed:

                  (A)   delete clause 8.4(a)(i);

                  (B)   insert in clause 8.4(a)(ii) before "the Trust Manager",
                        the words "(where clause 8.1(a) applies)"; and

                  (C)   each of the following is a condition precedent to the
                        giving of the Sale Notice:

                        (CERTIFIED COPIES) The Trustee has received certified
                        copies of the forms of each Mortgage Insurance Policy
                        and Title Insurance Policy, and the forms of the Loan
                        Agreements, relating to the Purchased Loans.

                        (RELEASE) The Trustee has received evidence that the
                        Purchased Loans and related Loan Rights will be released
                        from any Security Interest as of the Closing Date.

            (iii) For the purposes of clause 8.7(b) of the Master Trust Deed and
                  clauses 6.6(b) to (d) (inclusive), the following provisions
                  apply:

                  (A)   On the date on which a redemption of Notes under clause
                        6.6(b), (c) or (d) is to occur, the Trust Manager may
                        direct the Trustee to offer to sell the Loans held by
                        the Trustee to an Other Trust or any other person in
                        accordance with the Master Trust Deed and any relevant
                        Series Notice.

                  (B)   The Trustee as trustee of the Trust will do all things
                        reasonably necessary to give effect to the disposal of
                        the Loans held by the Trustee to that Other Trust or
                        other person (as the case may be) in accordance with the
                        Master Trust Deed and any relevant Series Notice.

                  (C)   In the case of a disposal to an Other Trust, the Trust
                        Manager may only give the direction referred to in
                        sub-paragraph (iii)(A) to the extent that funds are
                        available to the Other Trust to acquire those assets.

            (iv)  For the purposes of clause 8.8 of the Master Trust Deed:

                  (A)   in relation to sub-paragraph (a)(i):

                        (1)   delete the words "after a Note Issue Date"; and

                        (2)   replace the words "corresponding Note Issue
                              Direction" with "relevant Sale Notice";

                  (B)   in relation to sub-paragraph (a)(ii):

                        (1)   delete the words "after the Note Issue Date" and
                              the words "as soon as possible";

                        (2)   insert the words "or Sale Notice" after "in that
                              Series Notice";

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                        (3)   insert the words "Series Notice or" before "Sale
                              Notice in respect of"; and

                        (4)   replace the words "corresponding Note Issue
                              Direction" with "relevant Sale Notice"; and

                  (C)   in relation to paragraph (b):

                        (1)   delete the words "on or" and "after a Note Issue
                              Date";

                        (2)   replace the words "corresponding Note Issue
                              Direction" with "relevant Sale Notice"; and

                        (3)   replace the words "the Note Issue Date" with "the
                              relevant Closing Date" (where it appears twice).

      (d)   CLAUSE 11 - LIMITS ON RIGHTS OF NOTEHOLDERS AND BENEFICIARY

            For the purposes of clause 11.1 of the Master Trust Deed:

            (i)   in relation to paragraph (h), insert ", Security Trustee"
                  after "Trustee";

            (ii)  in relation to paragraph (k), insert "or an Approved Seller"
                  after "Trust Manager";

            (iii) replace paragraph (l) with the following:

                  "(l)  (TAKE PROCEEDINGS) take any proceedings of any nature
                        whatsoever in any court or otherwise or to obtain any
                        remedy of any nature (including against the Trustee, the
                        Trust Manager, the Security Trustee or the Servicer or
                        any former Trustee, Trust Manager, Security Trustee or
                        Servicer or in respect of any Trust or any Asset of any
                        Trust) provided that it shall be entitled to compel the
                        Trustee, the Trust Manager, the Security Trustee and the
                        Servicer to comply with their respective duties and
                        obligations under the Transaction Documents"; and

            (iv)  replace paragraph (m) with the following:

                  "(m)  (RECOURSE TO PERSONAL ASSETS) any recourse whatsoever to
                        the Trustee, the Security Trustee or the Trust Manager
                        in their personal capacity, except to the extent of any
                        fraud, negligence or wilful default on the part of the
                        Trustee or the Trust Manager or as provided in the
                        relevant Transaction Documents in relation to the
                        Security Trustee."

      (e)   CLAUSE 12 - PROCEDURE FOR ISSUE OF NOTES

            (i)   For the purposes of clause 12.1 of the Master Trust Deed, the
                  Note Issue Direction for the Notes may be issued by the Trust
                  Manager on or at any time prior to the Note Issue Date for the
                  Notes.

            (ii)  For the purposes of clause 12.6(a) of the Master Trust Deed,
                  the certification by the Trust Manager may occur on or at any
                  time prior to the Note Issue Date for the Notes.

      (f)   CLAUSE 13 - TRANSFERS OF NOTES

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            The following provisions replace clause 13.3 of the Master Trust
            Deed:

            "(a)  Notes can only be transferred if:

                  (i)   the amount payable on acceptance of the offer by the
                        transferee is a minimum amount of A$500,000
                        (disregarding any amount payable to the extent to which
                        it is to be paid out of money lent by the person
                        offering the Notes or an associate (as defined in
                        Division 2 of Part 1.2 of the Corporations Act)); or

                  (ii)  the offer or invitation to the transferee by the
                        Noteholder in relation to such Notes does not otherwise
                        require disclosure under Part 6D.2 of the Corporations
                        Act and the Corporations Regulations made under the
                        Corporations Act.

            (b)   Prior to purchasing any Notes, purchasers should consult
                  counsel with respect to the availability and conditions of
                  exemption from the restriction on resale or transfer.".

      (g)   CLAUSE 15 - THE REGISTER

            (i)   For the purposes of clause 15.3(a) of the Master Trust Deed,
                  the Trustee and the Trust Manager agree that the Register with
                  respect to the Trust may be kept at the Trustee's principal
                  office in Sydney.

            (ii)  For the purposes of clause 15.5 of the Master Trust Deed, the
                  Trustee may:

                  (A)   without prior notice to the Noteholders close the
                        Register:

                        (1)   in relation to any Note, each period from the
                              close of business (Sydney time) on the date which
                              is 5 Business Days before each Payment Date for
                              that Note to close of business on that Payment
                              Date; or

                        (2)   when required for the Auditor to conduct any audit
                              in relation to the Trust; or

                  (B)   with prior notice to the Registered Noteholders, close
                        the Register for other periods not exceeding 30 days (or
                        such other period of time as agreed between the Trustee
                        and the Trust Manager, with the approval of an
                        Extraordinary Resolution of Registered Noteholders) in
                        aggregate in any calendar year.

      (h)   CLAUSE 17 - THE TRUST MANAGER

            Reference in clause 17.20(e) of the Master Trust Deed to "the
            Designated Rating Agency' is amended to be reference to "each
            Designated Rating Agency".

      (i)   CLAUSE 19 - RETIREMENT, REMOVAL AND REPLACEMENT OF TRUST MANAGER

            (i)   Each reference in clause 19 of the Master Trust Deed to "the
                  Designated Rating Agency", "the Trusts" and "Series Notices"
                  is amended to be a reference to "each Designated Rating
                  Agency", "the Trust" and "Series Notice" respectively.

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            (ii)  Clause 19.3 of the Master Trust Deed is amended by adding as a
                  final sentence: "In this clause `materially prejudice'
                  includes withdrawal, qualification or downgrade of the rating
                  assigned to a Note by any Designated Rating Agency".

      (j)   CLAUSE 20 - TRUSTEE'S POWERS

            For the purposes of clause 20.4 of the Master Trust Deed:

            (i)   insert "in relation to the Registered Notes," at the beginning
                  of sub-paragraph (b)(iii);

            (ii)  insert a new sub-paragraph (b)(iv) as follows:

                  "(iv) in relation to US$ Notes, to a Paying Agent (in respect
                        of which the Trustee is not liable for its acts or
                        omissions)"; and

            (iii) replace "or Austraclear" in sub-paragraph (d)(i) with ",
                  Austraclear or a Paying Agent".

      (k)   CLAUSE 23 - REMOVAL, RETIREMENT AND REPLACEMENT OF TRUSTEE

            Each reference in clause 23 of the Master Trust Deed to "the
            Designated Rating Agency" is amended to be reference to "each
            Designated Rating Agency".

      (l)   CLAUSE 26 - BANK ACCOUNTS

            Clause 26.1(d)(i) of the Master Trust Deed is amended by adding "or
            P-2 or below by Moody's" after the words "A-1 (S&P) or below".

      (m)   CLAUSE 27 - AUDITOR

            Each reference in clause 27 of the Master Trust Deed to "the
            Designated Rating Agency" is amended to be reference to "each
            Designated Rating Agency".

      (n)   CLAUSE 29 - INCOME ENTITLEMENTS AND PAYMENTS

            For the purposes of the Trust, clause 29 of the Master Trust Deed is
            deleted and a new clause 29 inserted as follows:

            "29.  INCOME ENTITLEMENTS AND PAYMENTS

            29.1  CASHFLOW ALLOCATION METHODOLOGY

                  Collections in relation to a Trust and other amounts credited
                  to the Collection Account for that Trust will be allocated by
                  the Trust Manager on behalf of the Trustee, and paid by the
                  Trustee, as directed by the Trust Manager, in accordance with
                  the Series Notice for that Trust.

            29.2  INCOME OF THE TRUST

                  For each Financial Year in respect of a Trust the Trust
                  Manager will ascertain the following on behalf of the Trustee:

                  (a)   the net income of that Trust in accordance with section
                        95(1) of the Tax Act (the TAX INCOME); and

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                  (b)   the net income of that Trust in accordance with
                        conventional accounting principles applicable to the
                        administration of trusts (the ACCOUNTING INCOME).

            29.3  INCOME ENTITLEMENT

                  Notwithstanding anything to the contrary contained in this
                  deed:

                  (a)   (PRESENT ENTITLEMENT) the Residual Income Beneficiaries
                        shall, as at the end of each Financial Year for that
                        Trust, have an absolute vested interest in, and be
                        presently entitled to, the income of that Trust; and

                  (b)   (APPLICATION OF INCOME) unless the Trust Manager
                        otherwise determines, having regard to any relevant
                        taxation or other implications for the Trustee
                        (disregarding for these purposes any possible operation
                        of clause 29.4) or both for any Financial Year for that
                        Trust, for the purposes of paying, applying,
                        distributing, setting aside or allocating any income for
                        the benefit of those Residual Income Beneficiaries in
                        accordance with the terms of this deed in respect of
                        that Financial Year, the income that is to be so paid,
                        applied, distributed, set aside or allocated shall be
                        whichever is the greater of the Tax Income or the
                        Accounting Income for that Financial Year.

            29.4  DISTRIBUTION OF EXCESS TAX INCOME

                  For the avoidance of doubt, in the event that the Tax Income
                  exceeds the Accounting Income for a Trust in any Financial
                  Year for that Trust then, notwithstanding anything to the
                  contrary in this deed, the Trust Manager must direct the
                  Trustee to, and the Trustee must, so far as possible, ensure
                  that such excess is allocated to the Residual Income
                  Beneficiaries of that Trust in proportion to their respective
                  Income Percentages for that Financial Year and shall take such
                  action as is necessary to give effect to this clause.

            29.5  PAYMENTS TO BENEFICIARIES

                  (a)   (DISTRIBUTABLE INCOME DUE AS AT CLOSE OF FINANCIAL YEAR)
                        The income of a Trust for a Financial Year (to the
                        extent not previously distributed) shall, subject to
                        clause 29.7, constitute a debt due as at the end of that
                        Financial Year by the Trustee as trustee of the Trust to
                        each Residual Income Beneficiary of that Trust who is
                        entitled to the income under clause 29.3(a) and shall,
                        subject to clause 29.7, be payable under clause 29.5(b).

                  (b)   (PAYMENT) Subject to clause 29.7, the Trustee may make
                        interim distributions of the income of a Trust to the
                        relevant Residual Income Beneficiaries in accordance
                        with the terms of the Series Notice for that Trust and
                        shall as soon as practicable after the end of a
                        Financial Year transfer an amount representing the
                        income of that Trust (to the extent not previously
                        distributed) from the central bank account of that Trust
                        to

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                        the bank accounts of each Residual Income Beneficiary of
                        that Trust as directed by the relevant Beneficiary.

                  (c)   (RESIDUAL CAPITAL) On the termination of a Trust, the
                        surplus capital of that Trust remaining after
                        satisfaction by the Trustee of all its obligations in
                        respect of that Trust shall be paid to the Residual
                        Income Beneficiaries of that Trust in accordance with
                        the terms of the Series Notice for that Trust.

            29.6  APPLICATION OF TRUST INCOME

                  (a)   If by the last day of any Financial Year for a Trust
                        (the LAST DAY) the Trustee has not effectively dealt
                        with the whole of the income of that Trust for that
                        Financial Year by paying, applying or distributing it,
                        or by setting it aside, then the income not so paid,
                        applied, distributed or set aside shall be deemed to
                        have been irrevocably applied and set aside on the Last
                        Day by the Trustee on behalf of, and shall be held by
                        the Trustee on and from the Last Day upon trust
                        absolutely for, the Residual Income Beneficiaries of
                        that Trust in accordance with their entitlement to
                        income under this deed (including, for these purposes,
                        the allocation of excess Tax Income (if any) pursuant to
                        clause 29.4).

                  (b)   If the Trustee fails to effectively allocate any excess
                        to a Residual Income Beneficiary in accordance with
                        clause 29.4, then such excess shall vest or be deemed to
                        be vested in that Residual Income Beneficiary.

                  (c)   Unless the Trust Manager otherwise determines, having
                        regard to any relevant taxation or other implications
                        for the Trustee or both for any Financial Year for that
                        Trust, for the purposes of this clause 29.6 references
                        to income of that Trust for any Financial Year shall be
                        to the greater of the Tax Income or the Accounting
                        Income for that Financial Year.

            29.7  SUBORDINATION OF RESIDUAL INCOME BENEFICIARIES' ENTITLEMENTS

                  (a)   No moneys may be paid out of a Trust during a Financial
                        Year to a Residual Income Beneficiary under clause 29.5,
                        whilst there is any amount due, but unpaid, which is in
                        accordance with clause 29.1 to be paid in priority to
                        those amounts and before the Trustee is satisfied, after
                        consulting with the Trust Manager, that sufficient
                        allowance has been made for those priority amounts in
                        relation to that Trust, accruing during that Financial
                        Year. To the extent that there is an amount payable
                        under clause 29.1 which is to be paid in priority to the
                        amounts payable to a Residual Income Beneficiary, that
                        Residual Income Beneficiary directs the Trustee to meet
                        the amount payable under clause 29.1 as an application
                        of that Residual Income Beneficiary's entitlement to the
                        income of that Trust.

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                  (b)   Notwithstanding paragraph (a) of this clause, once an
                        amount is paid out of a Trust to a Residual Income
                        Beneficiary during a Financial Year, that amount may not
                        be recovered from that Residual Income Beneficiary for
                        any reason or by any person except to the extent that
                        the amount was paid in error.

            29.8  INSUFFICIENT MONEYS

                  If after the application of the provisions of clauses 29.1 and
                  29.3 there is insufficient money available to the Trustee in
                  respect of a Trust to pay the full amount due to Noteholders
                  for that Trust, the deficiency shall, subject to the Series
                  Notice for the Notes or any Class of the Notes issued in
                  relation to that Trust, be borne by the Noteholders in the
                  manner set out in the relevant Series Notice.

            29.9  TRUST MANAGER TO ENSURE COMPLIANCE BY TRUSTEE

                  Without limiting its other obligations under this deed, the
                  Trust Manager, in exercising its powers and carrying out its
                  duties in accordance with this deed, must, to the extent
                  possible, ensure that the Trustee complies with its
                  obligations under clauses 29.3(b) and 29.4."

      (o)   CLAUSE 32 - TRUSTEE'S AND TRUST MANAGER'S POWERS, LIABILITY AND
            INDEMNITY GENERALLY

            (i)   The following provisions replace clause 32.16 of the Master
                  Trust Deed.

                  "(a)  The Trustee enters into the Transaction Documents and
                        issues the Notes only in its capacity as trustee of the
                        Trust and in no other capacity. A liability incurred by
                        the Trustee acting in its capacity as trustee of the
                        Trust arising under or in connection with the
                        Transaction Documents or the Trust or in respect of the
                        Notes is limited to and can be enforced against the
                        Trustee only to the extent to which it can be satisfied
                        out of the Assets of the Trust out of which the Trustee
                        is actually indemnified for the liability. This
                        limitation of the Trustee 's liability applies despite
                        any other provision of the Transaction Documents (other
                        than clause 32.16(c)) and extends to all liabilities and
                        obligations of the Trustee in any way connected with any
                        representation, warranty, conduct, omission, agreement
                        or transaction related to the Transaction Documents or
                        the Trust.

                  (b)   The parties other than the Trustee may not sue the
                        Trustee 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 Trustee or prove
                        in any liquidation, administration or arrangements of or
                        affecting the Trustee (except in relation to the Assets
                        of the Trust).

                  (c)   The provisions of this clause 32.16 do not apply to any
                        obligation or liability of the Trustee to the extent
                        that it is not satisfied because under a

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                        Transaction Document or by operation of law there is a
                        reduction in the extent of the Trustee's indemnification
                        out of the Assets of the Trust as a result of the
                        Trustee's fraud, negligence, or wilful default.

                  (d)   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 Trustee (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 Trustee for the purpose of
                        paragraph (c) of this clause 32.16 to the extent to
                        which the act or omission was caused or contributed to
                        by any failure by the Relevant Parties (other than a
                        person whose acts or omissions the Trustee is liable for
                        in accordance with the Transaction Documents) to fulfil
                        its obligations relating to the Trust or by any other
                        act or omission of the Relevant Parties (other than a
                        person whose acts or omissions the Trustee 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 Trustee.

                  (e)   No attorney, agent, receiver or receiver and manager
                        appointed in accordance with a Transaction Document has
                        authority to act on behalf of the Trustee in a way which
                        exposes the Trustee to any personal liability and no act
                        or omission of any such person will be considered fraud,
                        negligence or wilful default of the Trustee for the
                        purpose of paragraph (c) of this clause 32.16, provided
                        (in the case of any person selected and appointed by the
                        Trustee) that the Trustee has exercised reasonable care
                        in the selection of such persons.

                  (f)   The Trustee will not be regarded as negligent or in
                        breach of trust to the extent to which it accepts and
                        relies on an opinion, advice or letter from a
                        professional adviser (legal, financial, audit or
                        otherwise) which contains a dollar amount limitation on
                        that professional adviser's liability.

                  (g)   In this clause 32.16, RELEVANT PARTY means each of the
                        Trust Manager, the Servicer, the Calculation Agent, each
                        Paying Agent, the Note Trustee and any Support Facility
                        Provider."

            (ii)  (A)   Subject to sub-paragraph (B), the following provisions
                        replace clause 32.18 of the Master Trust Deed.

                        "(a)  (INDEMNITY FROM THE TRUST) Without prejudice to
                              the right of indemnity given by law to trustees,
                              and without limiting any other provision of a
                              Transaction Document, the Trustee will be
                              indemnified out of the Assets of the Trust, free
                              of any set off or counterclaim, against all
                              Penalty Payments which the Trustee is required to
                              pay personally or in its capacity as trustee of
                              the Trust and arising in connection with the
                              performance of its duties or

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                              exercise of its powers under this deed or a
                              Transaction Document in relation to the Trust.

                        (b)   (PRESERVATION OF RIGHT AND INDEMNITY) The
                              Trustee's right to be indemnified in accordance
                              with paragraph (a), applies notwithstanding any
                              allegation that the Trustee has incurred such
                              Penalty Payment as a result of its negligence,
                              fraud or wilful default or any other act or
                              omission which may otherwise disentitle the
                              Trustee to be so indemnified. However, the Trustee
                              is not entitled to that right of indemnity to the
                              extent that there is a determination by a relevant
                              court of negligence, fraud or wilful default by
                              the Trustee (provided that, until such
                              determination, the Trustee is entitled to that
                              right of indemnity or reimbursement but must, upon
                              such determination, repay to the Trust any amount
                              paid to it under this clause). The Trustee may in
                              accordance with the Transaction Documents rely on
                              others in relation to compliance with the Consumer
                              Credit Legislation.

                        (c)   (OVERRIDING) This clause 32.18 overrides any other
                              provision of the Master Trust Deed or any Series
                              Notice.

                        (d)   (INDEMNITY FROM SERVICER) The Servicer indemnifies
                              the Trustee in relation to the Trust, free of any
                              set off or counterclaim, against all Penalty
                              Payments which the Trustee is required to pay
                              personally or in its capacity as trustee of the
                              Trust and arising in connection with the
                              performance of its duties or exercise of its
                              powers under this deed in relation to the Trust,
                              except to the extent that such Penalty Payments
                              arose as a result of the fraud, negligence or
                              wilful default of the Trustee.

                        (e)   (ACCEPTABLE INSURANCE POLICY)

                               (i)   To further and better secure the
                                     obligations of the Servicer under this
                                     clause 32.18, the Servicer shall effect an
                                     Acceptable Insurance Policy.

                               (ii)  If the Servicer is obliged to indemnify the
                                     Trustee under this clause 32.18, the
                                     Servicer will promptly make a claim under
                                     the Acceptable Insurance Policy and do all
                                     things reasonably required to obtain
                                     payment of that claim.

                               (iii) The Servicer shall provide the Trustee with
                                     evidence of the renewal of the Acceptable
                                     Insurance Policy within seven days of the
                                     date of renewal of the Acceptable Insurance
                                     Policy.

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                               (iv)  Upon the Acceptable Insurance Policy
                                     lapsing or becoming void for any reason
                                     whatsoever, the Servicer shall immediately:

                                     (A)   notify the Trustee that the
                                           Acceptable Insurance Policy has
                                           lapsed or become void; and

                                     (B)   effect alternative arrangements
                                           acceptable to the Trustee and obtain
                                           confirmation from each Designated
                                           Rating Agency that the rating of the
                                           Notes rated by it will not be
                                           adversely affected.

                        (f)   (CALLING UPON INDEMNITY) The Trustee will call
                              upon the indemnity under paragraph (e) before it
                              calls on the indemnity in paragraph (a). If any
                              such claim is not satisfied within 3 Business Days
                              of the claim being made, the Trustee may (without
                              prejudice to its rights under any indemnity under
                              paragraph (e)) exercise its right of indemnity
                              referred to in paragraph (a).

                        (g)   (GRANTING INDEMNITY) The Trustee agrees that it
                              will not grant an indemnity to any other person
                              within the terms of paragraph (iv) of the
                              definition of Penalty Payment without the prior
                              written consent of the Servicer."

                  (B)   The definition of Penalty Payment in clause 32.18 of the
                        Master Trust Deed shall apply and clause 32.18(d) of the
                        Master Trust Deed (before any amendment to the Master
                        Trust Deed as set out in this Series Notice) shall apply
                        except that references to the "Trust Manager" in that
                        clause shall be continued as references to the
                        "Servicer".

7.3   AMENDMENTS TO INVESTMENT MANAGEMENT AGREEMENT

      The Investment Management Agreement is amended for the purposes of the
      Trust as follows.

      (a)   Interstar Securitisation Management Pty Limited accedes to the
            Investment Management Agreement and each of the Servicer, the
            Trustee and Interstar Securitisation Management Pty Limited agree,
            acknowledge and confirm that:

            (i)   as trust manager of the Interstar Millennium Series 2004-2G
                  Trust, Interstar Securitisation Management Pty Limited will be
                  bound by the duties and obligations imposed on the "Trust
                  Manager" (as that term is defined in the Investment Management
                  Agreement) by the Investment Management Agreement in all
                  respects as if it had originally been named as a party to the
                  Investment Management Agreement as the trust manager; and

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            (ii)  as trust manager of the Interstar Millennium Series 2004-2G
                  Trust, Interstar Securitisation Management Pty Limited shall
                  be entitled to the benefit of any rights or powers conferred
                  on the "Trust Manager" (as that term is defined in the
                  Investment Management Agreement) under the Investment
                  Management Agreement as if it had originally been named a
                  party to the Investment Management Agreement as the trust
                  manager.

      (b)   CLAUSE 1.3 - LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

            Clause 1.3 of the Investment Management Agreement is deleted and
            replaced with the following.

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

            (b)   Without limiting the generality of clause 1.3(a), clause 32.16
                  of the Master Trust Deed (as amended by the Notice of Creation
                  of Trust and the Series Notice) is incorporated into this
                  agreement as if set out in full, except that any reference to
                  DEED is replaced by a reference to AGREEMENT and any reference
                  to TRUST refers to each Relevant Trust.

            (c)   Nothing in this clause 1.3 limits a party in:

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

                  (ii)  obtaining declaratory relief; or

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

            (d)   Except as provided in paragraphs (a) and (b) and subject to
                  paragraph (c), no party shall:

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

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

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

                  (iv)  (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);

                  (v)   (JUDGMENT) obtain a judgment for the payment of money or
                        damages by the Trustee;

                  (v)   (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

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

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

      (c)   CLAUSE 2 - APPOINTMENT OF SERVICER

            In clause 2.3(d) of the Investment Management Agreement, add "or
            Title Insurer in relation to a Title Insurance Policy" after "any
            law firm".

      (d)   CLAUSE 4 - UNDERTAKINGS

            (i)   In clause 4.1(c)(ii) of the Investment Management Agreement,
                  add "or Title Insurer (as the case may be)" after "the
                  Mortgage Insurer".

            (ii)  In clause 4.1(c)(iii) of the Investment Management Agreement,
                  add "or Title Insurer (as the case may be)" after "the
                  Mortgage Insurer".

            (iii) Add the following clause 4.1(c)(iv) in the Investment
                  Management Agreement: "promptly notify the Title Insurer (if
                  any) of that default in accordance with the provisions of the
                  relevant Title Insurance Policy, if required".

            (iv)  Relabel clause 4.1(d)(i)(B) of the Investment Management
                  Agreement as clause 4.1(d)(i)(C).

            (v)   Add the following clause 4.1(d)(i)(B) in the Investment
                  Management Agreement: "Title Insurance Policies; and".

            (vi)  In clause 4.1(d)(ii) of the Investment Management Agreement,
                  add ", Title Insurance Policy" after "Mortgage Insurance
                  Policy".

            (vii) In clause 4.1(d)(iii) of the Investment Management Agreement,
                  add ", Title Insurance Policy" after "Mortgage Insurance
                  Policy".

           (viii) Clause 4.1(f) of the Investment Management Agreement is
                  amended by inserting the words " and provided that the
                  variation, amendment or modification does not result in the
                  downgrade or withdrawal of rating of the Notes".

            (ix)  Replace 4.1(h) of the Investment Management Agreement to read
                  as follows:

                  "set the Investment Rate as 0.25% higher than the percentage
                  rate of return which it determines in its absolute discretion
                  would be required to be set on the Authorised Investments held
                  by the Trustee, in order to ensure that the Trustee has
                  sufficient cash available at all times to enable the Trustee
                  to pay all payments of Interest in respect of the Trust and
                  otherwise comply with all of the Trustee's duties and
                  obligations under the Transaction Documents as and when they
                  fall due, including payment of the Approved Seller's Fee as
                  and when it falls due".

      (e)   CLAUSE 6 - SERVICER FEES

            In clause 6.2(a) of the Investment Management Agreement, add "or
            Title Insurance Policy" after "Mortgage Insurance Policy".

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7.4   ADDITIONAL REPRESENTATIONS AND WARRANTIES - APPROVED SELLER AND TRUSTEE

      Each of the Approved Seller and the Trustee makes the following additional
      representations and warranties in respect of itself only to the Trust
      Manager, to each Noteholder and to the Security Trustee (who holds the
      benefit of the representations and warranties for the Mortgagees (as
      defined in the Security Trust Deed):

      (a)   it is not in default under this deed or the Investment Management
            Agreement (to which it is a party) in a manner which has or may have
            an Adverse Effect;

      (b)   it has no immunity from the jurisdiction of a court or from legal
            process;

      (c)   (in relation to Interstar Securities (Australia) Pty Limited only,
            in its capacity as the Approved Seller) it holds sole beneficial
            ownership as at the relevant Closing Date of the Loans referred to
            in the Sale Notice given by it;

      (d)   (in relation to Interstar Securities (Australia) Pty Limited only,
            in its capacity as the Approved Seller) it holds such beneficial
            interest in the Authorised Investments (other than the Loans
            referred to in paragraph (c)) which form part of the Assets of the
            Trust as is validly transferred to it unless it has disposed of that
            interest in accordance with the provisions of the Transaction
            Documents;

      (e)   (in relation to the Trustee only) the Trustee has not resettled, set
            aside or transferred any property of the Trust other than in
            accordance with the Transaction Documents;

      (f)   (in relation to the Trustee only) the Trustee has not terminated the
            Trust nor has any event of which it is aware for the vesting of the
            assets of the Trust occurred;

      (g)   (in relation to the Trustee only) the Trustee is not aware that an
            Event of Default as defined in the Security Trust Deed is
            subsisting;

      (h)   (in relation only to the Approved Seller) as at the relevant Closing
            Date, beneficial title in the Authorised Investments referred to in
            the Sale Notice given by it, or otherwise to be transferred by it,
            are entitled to be and will be transferred to the Trustee.

      (i)   (in relation to the Approved Seller only) the sale, transfer and
            assignment of the Approved Seller's interest in the Purchased Loans,
            will not constitute a breach of any Relevant Document or the
            Approved Seller's obligations or a default by the Approved Seller
            under any Security Interest;

      (j)   (in relation to the Approved Seller only) the Approved Seller holds
            in its possession or control all Relevant Documents that relate to
            the Purchased Loans and the related Loan Securities necessary to
            register and enforce the provisions of and the security created by
            the relevant Loan Securities;

      (k)   (in relation to the Approved Seller only) the Approved Seller is
            solvent, is able to pay its debts as and when they become due and
            payable and has no notice of, nor taken any steps in relation to,
            any application or order for its winding up or the appointment of a
            receiver or liquidator to it or any of its assets;

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      (l)   (in relation to the Approved Seller only) at the time each Purchased
            Loan and each Related Security was entered into it complied in all
            material respects with the Approved Seller's underwriting and
            operations procedures, as agreed with the Servicer;

      (m)   (in relation to the Approved Seller only) each Purchased Loan and
            Loan Security and each Related Security was entered into by the
            Approved Seller in good faith;

      (n)   (in relation to the Approved Seller only) at the time each Purchased
            Loan and each Loan Security and each Related Security was entered
            into at any time prior to the Closing Date, the Approved Seller had
            not received any notice of any insolvency, bankruptcy or liquidation
            of the Obligor(s) or any guarantors or security providers (except
            that if a Loan is in Arrears but complies with the Eligibility
            Criteria, the fact that it is in Arrears is not in and of itself
            notice of insolvency) or any notice that any such person did not
            have the legal capacity to enter into the relevant Mortgage;

      (o)   (in relation to the Approved Seller only) as at the Cut-Off Date,
            none of the Purchased Loans and none of the Loan Securities and no
            Related Security had been waived or altered, except in writing and
            as part of the Relevant Documents;

      (p)   (in relation to the Approved Seller only) all information provided
            by the Approved Seller to the Trustee in connection with the Loans,
            the Loan Securities and the Related Securities was, when given, true
            and accurate in all material respects and not misleading or
            deceptive and did not omit to state a material fact necessary in
            order to make the statements therein in light of the circumstances
            in which they were made not misleading or deceptive; and

      (q)   (in relation to the Approved Seller only) as at the Cut-Off Date,
            the Approved Seller was not aware of any circumstance or event that
            may materially and adversely affect:

            (i)   the value or enforceability of any Loan, Loan Security or
                  Related Security; or

            (ii)  the ability of the Approved Seller to perform its obligations
                  under the Transaction Documents.

7.5   ADDITIONAL REPRESENTATIONS AND WARRANTIES - TRUST MANAGER

      Each of the Servicer and the Trust Manager makes the following
      representations and warranties to the Trustee, to each Noteholder and to
      the Security Trustee (who holds the benefit of the representations and
      warranties for the Mortgagees (as defined in the Security Trust Deed):

      (a)   to its knowledge, no litigation, arbitration or administrative
            proceedings are taking place, pending or threatened against it
            which, if adversely determined, has or may have an Adverse Effect;

      (b)   it is not in default under any Transaction Document to which it is a
            party in a manner which has or may have an Adverse Effect;

      (c)   to the best of its knowledge and belief the Loans which are subject
            to the provisions of the Consumer Credit Legislation comply with the
            Consumer Credit Legislation; and

      (d)   it is not aware of any act or circumstance that would permit a
            Mortgage Insurer or a Title Insurer to reduce or avoid any claim
            under its Mortgage Insurance Policy or Title Insurance Policy (as
            the case may be).

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7.6   ADDITIONAL UNDERTAKINGS - TRUSTEE

      The Trustee undertakes to the Servicer, the Trust Manager, to each
      Noteholder and to the Security Trustee (who holds the benefit of the
      undertakings for the Mortgagees (as defined in the Security Trust Deed)
      that:

      (a)   it will treat the Noteholders of the same Class equally and will
            treat Noteholders of different Classes fairly;

      (b)   it will not deal in any way with any person except at arm's length
            in the ordinary course of business for valuable commercial
            consideration;

      (c)   it will not advance money or make available financial accommodation
            to or for the benefit of any person or give a guarantee or security
            interest in connection with an obligation or liability of any person
            except as permitted under the Transaction Documents;

      (d)   it will not take any action in respect of a Mortgage which action is
            contrary to the terms of the Mortgage Insurance Policy covering that
            Mortgage unless it is approved by the relevant Mortgage Insurer (the
            Trustee is entitled to rely without enquiry on a certificate from
            the Servicer to the effect that the relevant Mortgage Insurer has
            given its consent);

      (e)   provided that the Trustee has been provided with a copy of the form
            of the relevant Title Insurance Policy and has agreed in writing
            with the Servicer that this paragraph (e) will apply to all Title
            Insurance Policies issued in that agreed form, it will not take any
            action in respect of a Mortgage which action is contrary to the
            terms of any Title Insurance Policy covering that Mortgage unless it
            is approved by the relevant Title Insurer (the Trustee is entitled
            to rely without enquiry on a certificate from the Servicer to the
            effect that the relevant Title Insurer has given its consent);

      (f)   it shall not:

            (i)   amend or vary, or consent to any amendment or variation of,

            (ii)  avoid, release, surrender, terminate, rescind, discharge
                  (other than by performance) or accept the repudiation of, or

            (iii) expressly or impliedly waive, or extend or grant time or
                  indulgence of, any provision of or obligation under,

            any Transaction Document where to do so would have an Adverse Effect
            (the Trustee is entitled to rely without enquiry on a certificate
            from the Trust Manager to the effect that any such action will not
            have an Adverse Effect);

      (g)   it shall not amend or vary the form which will be used for any
            Mortgage which it acquires or settles in any manner which would have
            an Adverse Effect (the Trustee is entitled to rely without enquiry
            on a certificate from the Servicer to the effect that any amendment
            or variation of the form used for any Mortgage will not have an
            Adverse Effect);

      (h)   it will not resettle, set aside or transfer any asset held under the
            Trust other than a transfer which complies with the Transaction
            Documents (the Trustee is entitled to rely without enquiry on a
            certificate from the Trust Manager to the effect that any such
            transfer complies with this deed);

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      (i)   except as contemplated by clause 23 of the Master Trust Deed, the
            Trustee will not do anything which would cause or enable its
            removal, nor will it retire, as trustee of the Trust; and

      (j)   the Trustee will not permit any person to act or be appointed as
            trustee of the Trust jointly with the Trustee.

7.7   ADDITIONAL UNDERTAKINGS - TRUST MANAGER AND SERVICER

      Each of the Trust Manager and the Servicer undertakes to the Trustee, to
      each Noteholder and to the Security Trustee (who holds the benefit of the
      undertakings for the Mortgagees (as defined in the Security Trust Deed)
      to:

      (a)   upon being so directed by the Trustee, rectify any books of account
            which the Trustee reasonably believes to be incorrect or inadequate
            in any respect;

      (b)   ensure that the Authorised Investments yield an amount (expressed as
            a percentage per annum) equal to or greater than the then current
            Investment Rate;

      (c)   deliver to the Trustee all documents necessary to enable the Trustee
            to have each and every Authorised Investment registered in the name
            of the Trustee or in the name of such other person or persons as
            approved by the Trustee;

      (d)   not deal in any way with any person except at arm's length in the
            ordinary course of business for valuable commercial consideration;

      (e)   not advance money or make available financial accommodation to or
            for the benefit of any person or give a guarantee or Security
            Interest in connection with an obligation or liability of any person
            except as permitted under the Transaction Documents;

      (f)   not cease or materially change its business,

      (g)   not take any action in respect of a Loan which action is contrary to
            the terms of the Mortgage Insurance Policy covering that Loan unless
            it is approved by the relevant Mortgage Insurer;

      (h)   not take any action in respect of a Loan which action is contrary to
            the terms of any Title Insurance Policy covering that Loan unless it
            is approved by the relevant Title Insurer;

      (i)   not:

            (i)   amend or vary, or consent to any amendment or variation of,

            (ii)  avoid, release, surrender, terminate, rescind, discharge
                  (other than by performance) or accept the repudiation of, or

            (iii) expressly or impliedly waive, or extend or grant time or
                  indulgence of, any provision of or obligation under,

            any Transaction Document, where to do so would have an Adverse
            Effect;

      (j)   take such steps as are reasonably available to it to ensure that a
            Mortgage Insurer is not relieved from its liability under its
            Mortgage Insurance Policy;

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      (k)   take such steps as are reasonably available to it to ensure that a
            Title Insurer is not relieved from its liability under any of its
            Title Insurance Policies;

      (l)   where it is required to make any calculation, give any notice or do
            any thing in order to enable the Trustee to perform its obligations
            under any Transaction Document - make that calculation, give that
            notice or do that thing;

      (m)   co-operate with the Trustee in respect of the establishment and
            maintenance by the Trustee of a compliance system relating to the
            Assets of the Trust and any Mortgage made by it which is reasonable
            in scope having regard to industry standards and criteria for the
            purposes of establishing a system for ensuring that the Trustee's
            obligations and liabilities under or in connection with the Assets
            of the Trust and those Mortgages are fully discharged and that the
            Trustee is informed of significant issues relating to any of them;

      (n)   take such actions as are necessary to enforce or enable the Trustee
            to enforce the rights of the Trustee under any Transaction Document;

      (o)   ensure that:

            (i)   the aggregate amount of all Line of Credit Commitments at any
                  time does not comprise more than 20% of the value of the
                  Assets of the Trust; and

            (ii)  the aggregate of the amounts outstanding under the following
                  Loans (as referred to in schedule 2):

                  (1)   Interstar "Fix'n Float" Access Account Loans; and

                  (2)   Interstar "IO Fixed" Access Account Loans,

            which form part of the Assets of the Trust does not comprise more
            than 25% of the value of the Assets of the Trust;

            (iii) subject to any other provisions, there will be no restriction
                  on the percentage of the Assets of the Trust which may
                  comprise:

                  (A)   Interstar "Premium" Access Account Loans; and

                  (B)   Interstar "IO Float" Access Account Loans,

            as referred to in schedule 2;

            (iv)  during any period when a fixed lower or acceptable rate of
                  interest (as opposed to the higher or default rate of
                  interest) is applicable under any Interstar "Fix'n Float"
                  Access Account Loan or any Interstar "IO Fixed" Access Account
                  Loan (as referred to in schedule 2) such rate of interest will
                  not be less than the aggregate of:

                  (A)   the rate equal to the Bank Bill Rate and the Spread (as
                        defined in the Class B Currency Swap);

                  (B)   the Expenses Margin; and

                  (C)   0.25%;

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      (p)   procure payment of any stamp duty payable in respect of transfers to
            the Trustee of Authorised Investments by Perpetual Trustees Victoria
            Limited as trustee of any trust (other than a Trust as defined in
            the Master Trust Deed); and

      (q)   in the event that it becomes aware of the Trustee failing to pay any
            Interest in relation to Class B Notes within 10 Business Days of the
            Payment Date on which the Interest was due to be paid, promptly
            notify each Designated Rating Agency.

7.8   ADDITIONAL REPRESENTATIONS AND WARRANTIES (LOANS) - SERVICER

      The Servicer makes the following representations and warranties to the
      Trust Manager, the Trustee, to each Noteholder and to the Security Trustee
      (who holds the benefit of the representations and warranties for the
      Mortgagees (as defined in the Security Trust Deed) in relation to a Sale
      Notice containing an offer in relation to which the Trust Manager has
      directed the Trustee to accept and the Loans, Loan Rights and Related
      Securities referred to in that Sale Notice (or the Loans originated in
      accordance with clause 9(b)(ii) or otherwise transferred to the Trustee by
      Perpetual Trustees Victoria Limited as trustee of a trust in accordance
      with the Master Trust Deed).

      (a)   (ELIGIBLE LOAN) As at the Cut-Off Date, each Loan which is specified
            in that Sale Notice (or so originated or transferred) is an Eligible
            Loan. In relation to any related Loan Security that is required to
            be registered with any Government Agency and which is not registered
            at the Cut-Off Date, it will be registered.

      (b)   (LOAN SECURITIES) It has not done, or omitted to do, anything which
            would prevent each Loan, Loan Security and Related Security which is
            specified in that Sale Notice (or so originated or transferred) from
            being valid, binding and enforceable against the relevant Obligor(s)
            in all material respects except to the extent that it is affected by
            laws relating to creditors rights generally, or doctrines of equity.

      (c)   (OWNERSHIP) In relation to each Loan Security which is specified in
            that Sale Notice (or the relevant Trust Manager's direction or
            transfer procedure), it has not done, or omitted to do anything
            which would prevent the relevant Obligor from being the sole legal
            owner of the relevant Mortgaged Property and registered as the sole
            proprietor of the relevant Mortgaged Property.

      (d)   (INSURANCE) As at the relevant Closing Date (or the date specified
            in the relevant Trust Manager's direction), each Loan which is
            specified in the Sale Notice (or the relevant Trust Manager's
            direction or transfer procedure) is the subject of a valid, binding
            and enforceable Mortgage Insurance Policy from a Mortgage Insurer
            for the scheduled term of that Loan. In the case of the assignment
            of Loans, the assignment of each such Loan to the Trustee is not
            contrary to the relevant Mortgage Insurance Policy. The Servicer has
            not done or omitted to do anything which might prejudicially affect
            or limit the rights of the Trustee under or in respect of a Mortgage
            Insurance Policy to the extent that those rights relate to that Loan
            or the related Loan Security. On transfer to the Trustee of
            beneficial title to a Purchased Loan (or on origination of a Loan),
            the Trustee will have the benefit of the relevant Mortgage Insurance
            Policy for that Loan.

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      (e)   (SOLVENCY OF MORTGAGE INSURERS AND TITLE INSURERS) The officers of
            the Servicer who have responsibility for the transactions
            contemplated by the Transaction Documents do not have actual notice
            that any Mortgage Insurer under any Mortgage Insurance Policy or any
            Title Insurer under any Title Insurance Policy in relation to a Loan
            is insolvent or will be unable to pay a valid claim.

      (f)   (SELECTION PROCESS) There is no fraud, dishonesty, material
            misrepresentation or negligence on the part of the Servicer in
            connection with the selection and offer to the Trustee of any Loans
            or related Loan Securities which are specified in that Sale Notice
            (or the relevant Trust Manager's direction or the transfer
            procedure).

      (g)   (NO RESCISSION, ETC) As at the Cut-Off Date, none of the Loans or
            Loan Securities which are specified in that Sale Notice (or the
            relevant Trust Manager's direction or the transfer procedure) were
            satisfied, cancelled, discharged or rescinded and the Mortgaged
            Property relating to each relevant Loan and Loan Security had not
            been released from the security of the relevant Loan Securities.

      (h)   (INTEREST RATE) Except as may be provided in a Loan Agreement or
            Loan Security which is specified in the Sale Notice (or the relevant
            Trust Manager's direction or the transfer procedure), and subject to
            applicable laws, the Servicer has not done, or omitted to do
            anything which would render the interest rate for each such Loan
            subject to any limitation, or to any consent, additional memoranda
            or other writing required from the relevant Obligor to give effect
            to a change in that rate and any change in that rate will be
            effective on notice being given to that Obligor in accordance with
            the terms of the relevant Loan or Loan Security.

      (i)   (ASSIGNABILITY) In the case of the assignment of Loans, all consents
            required in relation to the assignment of the Loans and the related
            Loan Rights specified in that Sale Notice (or the relevant Trust
            Manager's direction or the transfer procedure) have been obtained.
            Those Loans and Loan Rights are assignable.

      (j)   (ORDINARY COURSE OF BUSINESS) Between the relevant Cut-Off Date and
            the relevant Closing Date (or the date specified in the relevant
            Trust Manager's direction), the Servicer dealt with the Loans and
            the Loan Securities specified in the Sale Notice (or the relevant
            Trust Manager's direction or the transfer procedure) in the ordinary
            course of its business.

7.9   REPETITION OF REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

      The representations, warranties and undertakings set out in clauses 7.4,
      7.5, 7.6, 7.7 and 7.8 will be deemed to be repeated on each date upon
      which Notes are issued.

8.    TRANSFERS TO OTHER TRUST
--------------------------------------------------------------------------------

      The Trust Manager may, from time to time, direct the Trustee to transfer a
      Loan held by the Trustee to any Other Trust. That transfer:

      (a)   must be in accordance with clause 7 of the Master Trust Deed and the
            Series Notice for that Other Trust (as the case may be);

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      (b)   must be for a consideration equal to the Unpaid Balance of that
            Loan;

      (c)   must not involve the transfer of a Loan which is in Arrears; and

      (d)   may only be made if there are funds available to that Other Trust to
            enable that Other Trust to pay the necessary consideration for the
            transfer.

      The Trustee must comply with that direction.

9.    PREFUNDING
--------------------------------------------------------------------------------

      (a)   If on a Note Issue Date, the Purchase Price for the Purchased Loans
            is less than the amount received in Australian dollars by the
            Trustee from the proceeds of the issue of the Notes, the Trustee
            shall (at the direction of the Trust Manager) retain the difference
            between the two amounts to the extent it is not invested in Liquid
            Authorised Investments in accordance with this Series Notice (the
            PREFUNDING AMOUNT) in the Prefunding Account. The Prefunding Amount
            must not, at any time, exceed 25% of the sum of the Class A A$
            Equivalent of US$[*], the class AB A$ Equivalent of US$[*] and the
            Class B A$ Equivalent of US$[*].

      (b)   The Trustee must, at the direction of the Trust Manager (at the
            Trust Manager's option), apply any or all of the Prefunding Amount
            to:

            (i)   acquire Loans:

                  (A)   from the Approved Seller by the Approved Seller
                        delivering to the Trustee (on or before the Prefunding
                        End Date) a Sale Notice in relation to those Loans in
                        accordance with clause 8 of the Master Trust Deed (as
                        amended by this Series Notice); or

                  (B)   from Perpetual Trustees Victoria Limited as trustee of a
                        trust (on or before the Prefunding End Date) in
                        accordance with the Master Trust Deed; or

            (ii)  originate Loans in accordance with the procedures in the
                  ordinary course of the Servicer's business (before the
                  Prefunding End Date),

            provided that each Loan so acquired or originated:

                  (iii) complies with the Eligibility Criteria; and

                  (iv)  would not result in the downgrade or withdrawal of
                        rating of any Note by a Designated Rating Agency.

      (c)   On the Prefunding End Date, the balance of the Prefunding Amount
            that has not been applied under paragraph (b) shall be treated as
            Mortgage Principal Repayments received by the Trustee during the
            immediately preceding Collection Period and applied in accordance
            with clause 6.6 of this Series Notice.

      (d)   The Trustee shall maintain the Prefunding Account as an interest
            bearing account in accordance with the Transaction Documents
            (including clause 26 of the Master Trust

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            Deed). The Trust Manager shall not direct the Trustee to, and the
            Trustee shall not make any withdrawal from, the Prefunding Account
            except for the following purposes:

            (i)   to apply the Prefunding Account in accordance with paragraphs
                  (b) and (c) above;

            (ii)  to transfer the credit balance of the Prefunding Account in
                  accordance with clause 26.1(d) of the Master Trust Deed; and

            (iii) to pay Taxes payable in respect of the Prefunding Account.

10.   BENEFICIARY
--------------------------------------------------------------------------------

10.1  ISSUE OF UNITS

      (a)   The beneficial interest in the Trust will be constituted by the
            issue of:

            (i)   a single residual capital unit (the RESIDUAL CAPITAL UNIT);
                  and

            (ii)  such numbers of residual income units (each, a RESIDUAL INCOME
                  UNIT) as the Trustee may issue from time to time in accordance
                  with this clause 10.1 and clause 10.3.

            The holders of the Residual Capital Unit and the Residual Income
            Units (each, a UNIT) hold the beneficial interest in the Trust in
            accordance with the Master Trust Deed and this Series Notice.

      (b)   The Trustee must, on payment by the relevant Beneficiary of the
            issue price of the Unit specified below, issue a Unit by registering
            that Beneficiary's name in the register kept under this clause 10. A
            failure by the Trust Manager to issue a Unit does not affect the
            Beneficiary's rights as beneficiary of the Trust under the Master
            Trust Deed and this Series Notice.

10.2  RESIDUAL CAPITAL UNIT

      (a)   The holder of the Residual Capital Unit is Allens Arthur Robinson
            Corporate Advisory Pty Ltd.

      (b)   The issue price of the Residual Capital Unit is the amount of A$10,
            paid on establishment of the Trust.

      (c)   The holder of the Residual Capital Unit has no right to receive
            distributions in respect of the Trust other than the right to
            receive the amount of A$10 on the termination of the Trust. The
            Residual Capital Unit may not be redeemed at any other time or in
            any other way.

      (d)   The Residual Capital Unit is not transferable.

      (e)   No other Residual Capital Units may be issued.

10.3  RESIDUAL INCOME UNIT

      (a)   A person may, with the consent of the Trust Manager and (where there
            is at that time any existing holder of a Residual Income Unit) that
            holder (each of whose consent may be given

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            or withheld in their absolute discretion), become the holder of a
            Residual Income Unit by paying the subscription price for the
            Residual Income Unit.

      (b)   The issue price of a Residual Income Unit will be the amount agreed
            between the Trust Manager and the person applying for the Residual
            Income Unit.

      (c)   The beneficial interest held by the Residual Income Beneficiaries is
            limited to the Trust and each Asset of the Trust (other than any
            Asset of the Trust held on trust for the holder of the Residual
            Capital Unit under clause 10.2) subject to and in accordance with
            the Master Trust Deed and this Series Notice.

      (d)   Subject to clause 29 of the Master Trust Deed, no Residual Income
            Beneficiary has a right to receive distributions in respect of the
            Trust other than:

            (i)   the right to receive, pari passu, distributions in respect of
                  the Trust under the Master Trust Deed and this Series Notice
                  to the extent that Beneficiary Distributions are available for
                  distribution under the Master Trust Deed and this Series
                  Notice; and

            (ii)  the right to receive, pari passu, on the termination of the
                  Trust the entire beneficial interest of the Trust, subject to
                  the rights of the holder of the Residual Capital Unit.

      (e)   Residual Income Units may not be redeemed at any other time or in
            any other way.

      (f)   Each Residual Income Unit is transferable in accordance with clause
            10.5.

10.4  REGISTER

      (a)   The entitlement of any person to a Unit will be evidenced by
            registration in the register maintained under this clause 10.4 (the
            REGISTER).

      (b)   The Trustee will keep the Register at its registered office in a
            form that it considers appropriate and will enter the following
            particulars.

            (i)   The name and address of the holder of each Unit.

            (ii)  The date on which the name of the holder of each Unit is
                  entered in the Register.

            (iii) The date on which the holder of a Unit ceases to be registered
                  as the holder of that Unit.

            (iv)  The subscription moneys initially paid for each Unit, and the
                  aggregate subscription moneys of all Units from time to time.

            (v)   Any other details which the Trustee may consider necessary or
                  desirable.

      (c)   The holder of a Unit shall promptly notify the Trustee of any change
            of name or address and the Trustee will alter the Register
            accordingly.

      (d)   Without limiting clause 10.1, the interest of any holder in a Unit
            will be constituted by registration in the register.

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10.5  TRANSFER OF UNITS

      (a)   (i)   Subject to clause 10.2(d), the holder of a Unit may transfer
                  the Unit by instrument in writing in any form approved by the
                  Trustee. No fee will be charged on the transfer of a Unit.

            (ii)  An instrument of transfer shall be executed by or on behalf
                  both of the transferor and the transferee.

            (iii) A transferor of a Unit remains the holder of the Unit
                  transferred until the transfer is registered and the name of
                  the transferee is entered in the register in respect of the
                  Unit.

      (b)   The instrument of transfer of a Unit must be left for registration
            at the address where the Register is kept on which the Unit to which
            the transfer relates are registered. It must be left together with
            any information that the Trustee properly requires to show the right
            of the transferor to make the transfer.

      (c)   The Trustee must notify each Designated Rating Agency and the Trust
            Manager of any transfer of Units under this clause 10.5.

10.6  LIMIT ON RIGHTS

      Each Beneficiary is subject to, and bound by, the provisions of the Master
      Trust Deed (including clause 9.1 and 11.1).

11.   NOTE TRUSTEE
--------------------------------------------------------------------------------

11.1  CAPACITY

      The Note Trustee is a party to this Series Notice in its capacity as
      trustee for the US$ Noteholders from time to time under the Note Trust
      Deed.

11.2  EXERCISE OF RIGHTS

      (a)   The rights, remedies and discretions of the US$ Noteholders under
            the Transaction Documents including all rights to vote or give
            instructions to the Security Trustee and to enforce undertakings or
            warranties under the Transaction Documents, except as otherwise
            provided in the Note Trust Deed or the Security Trust Deed, may only
            be exercised by the Note Trustee on behalf of the US$ Noteholders in
            accordance with the Note Trust Deed and the Security Trust Deed.

      (b)   The US$ Noteholders, except as otherwise provided in the Note Trust
            Deed or the Security Trust Deed, may only exercise enforcement
            rights in respect of the Mortgaged Property in accordance with the
            Transaction Documents.

11.3  REPRESENTATION AND WARRANTY

      The Note Trustee represents and warrants to each other party to this
      Series Notice that it has the power under the Note Trust Deed to enter
      into the Transaction Documents to which it is a party

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      and to exercise the rights, remedies and discretions of, and to vote on
      behalf of, the US$ Noteholders.

11.4  PAYMENTS

      Any payment to be made to the US$ Noteholders under the Transaction
      Documents may be made to the Principal Paying Agent or the Note Trustee
      (as the case may be) in accordance with the Agency Agreement and the Note
      Trust Deed.

ACCESSION TO SECURITY TRUST DEED

      The parties to the Security Trust Deed and the Note Trustee agree that as
      of the date of this Series Notice the Note Trustee shall be deemed to be a
      party to the Security Trust Deed as if named as a party, and shall have
      all the rights and obligations of the Note Trustee under the Security
      Trust Deed as if named as the Note Trustee in the Security Trust Deed.

12.   TAX REFORM
--------------------------------------------------------------------------------

12.1  TAXATION OF TRUSTS AND CONSOLIDATED GROUPS

      The parties acknowledge that:

      (a)   the Commonwealth Government has withdrawn draft legislation under
            which non-fixed trusts would have been taxed as companies from 1
            July 2001 but has indicated its intention to take steps to avoid tax
            abusive use of trusts which may include taxing some trusts as
            companies;

      (b)   the Commonwealth Government has released legislation in relation to
            the tax consolidation regime. Whilst the Trust will not, as
            structured, form part of a consolidated group of companies and
            trusts for tax purposes (a CONSOLIDATED TAX GROUP), if the Trust
            becomes a member of a consolidated tax group, under the Act, the
            Trustee could be liable for all, or a share, of a tax-related
            liability of the head company of that consolidated tax group (a
            GROUP TAX LIABILITY) if:

            (i)   the head company of the consolidated tax group does not pay
                  that group tax liability by the time it becomes due and
                  payable; and

            (ii)  that group tax liability is not covered by a tax sharing
                  agreement which is consistent with regulations made, or
                  guidelines published by the Commissioner of Taxation,
                  concerning the allocation of group tax liabilities of a
                  consolidated tax group amongst certain members of that group
                  or which is otherwise accepted by the Commissioner of Taxation
                  as allocating the group tax liabilities of the consolidated
                  tax group amongst those members on a reasonable basis (A VALID
                  TAX SHARING AGREEMENT); and

      (c)   it is in the interest of all parties, including the Trustee, the
            Noteholders and the Beneficiaries, that:

            (i)   the Trustee always be in a position to pay any tax liability
                  when due;

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            (ii)  the payment of tax by the Trustee must not affect the amount
                  of principal or interest payable on the Notes or the timing of
                  such payments; and

            (iii) the rating of the Notes be maintained.

12.2  AMENDING BILL - TAXATION OF TRUSTS

      If and when an amending Bill is introduced into the Federal Parliament
      (the AMENDING BILL), and the result of that amending Bill if it becomes
      law will be that the Trustee will become liable to pay tax on the net
      income of the Trust (as described in clause 12.1(a)), then:

      (a)   the Trust Manager shall promptly consult with the Trustee and each
            Designated Rating Agency to determine what changes, if any, are
            necessary to the cashflow methodology in clause 6 to achieve the
            objective referred to in clause 12.1(c) (the OBJECTIVE); and

      (b)   within one month of the amending Bill being introduced into the
            Federal Parliament (or such longer time as the Trustee and each
            Designated Rating Agency permit) the Trust Manager shall provide a
            written recommendation to the Trustee and use its best endeavours to
            provide a draft deed amending this Series Notice that, if executed,
            will achieve the Objective.

      If and when the amending Bill becomes law and upon the Trustee being
      notified that the draft deed amending this Series Notice will achieve the
      Objective (and in this regard the Trustee may rely (amongst others) upon
      advice of tax lawyers) and each of the other parties to this Series Notice
      being reasonably satisfied that it will not be adversely affected by the
      proposed amendments to this Series Notice, each party to this Series
      Notice shall execute that amendment deed.

      If the Trust Manager and the Trustee cannot agree to amend the Series
      Notice, they will proceed with unwinding the transaction.

12.3  GROUP TAX LIABILITIES

      If the Trust becomes a member of a consolidated tax group and the head
      company of that consolidated tax group does not at that time, or at any
      subsequent time, provide evidence to the satisfaction of the Trustee
      (which may rely upon the advice of tax lawyers, amongst others) that the
      tax liabilities of the consolidated group are covered by a valid tax
      sharing agreement that apportions those tax liabilities to the Trustee on
      a basis acceptable to the Trustee (and the Trustee acknowledges that a nil
      allocation of the group tax liabilities will be acceptable to it) then:

      (a)   the Trustee shall, as soon as is practicable, take steps to ensure
            that the Trust ceases to be a member of that consolidated group;

      (b)   the Trust Manager shall promptly consult with the Trustee and each
            Designated Rating Agency to determine what changes, if any, are
            necessary to the cashflow methodology in clause 6 to achieve the
            Objective; and

      (c)   within one month of such consultations commencing (or such longer
            time as the Trustee and each Designated Rating Agency may permit)
            the Trust Manager shall provide a written recommendation to the
            Trustee and use its best endeavours to provide a draft deed amending
            this Series Notice that, if executed, will achieve the Objective.

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      Upon the Trustee being notified that the draft deed amending this Series
      Notice will achieve the Objective (and in this regard the Trustee may rely
      upon advice of tax lawyers, amongst others) and each of the other parties
      to this Series Notice being reasonably satisfied that it will not be
      adversely affected by the proposed amendments to this Series Notice, each
      party to this Series Notice shall execute that amendment deed.

      If the Trust Manager and the Trustee cannot agree to amend this Series
      Notice, or that amendments to this Series Notice are not necessary, they
      will proceed with unwinding the transaction.

12.4  EVIDENCE OF TAX SHARING AGREEMENT

      The Trust Manager shall procure that the head company of a consolidated
      tax group of which the Trust becomes a member will:

      (a)   ensure that the group tax liabilities of that consolidated tax group
            are covered by a valid tax sharing agreement; and

      (b)   provide evidence of such a tax sharing agreement being in place for
            the purposes of clause 12.3:

            (i)   at the time the Trust becomes a member of the consolidated tax
                  group; and

            (ii)  on each occasion that there is any alteration, amendment or
                  replacement of a tax sharing agreement covering the tax
                  liabilities of the consolidated tax group.

12.5  OBJECTIVE

      Provided that the Trustee and the Designated Rating Agencies receive
      written advice from an experienced and reputable tax lawyer or tax
      accountant to the effect that if the cashflow methodology, as amended
      under clause 12.2 or 12.3, is followed the Objective will be met, and each
      Designated Rating Agency confirms in writing that the change in Tax law or
      the amendment under clause 12.2 or 12.3 (as the case may be) will not give
      rise to the downgrade or withdrawal of the rating of any Note rated by it:

      (a)   the Trustee shall not be obliged to obtain the consent of any
            Noteholder, Creditor or Beneficiary to the amendment; and

      (b)   subject to its terms, the amendment shall be effective when
            executed, and may:

            (i)   permit the Trustee to accumulate a reserve out of moneys that
                  would otherwise be payable to any Beneficiary; and/or

            (ii)  provide for Tax to be paid out of moneys that would otherwise
                  have been payable to any Beneficiary.

12.6  BENEFICIARIES

      Without limiting clause 12.5, in formulating a proposal to meet the
      Objective, the Trust Manager shall have regard to the impact of any change
      to the cashflow methodology to the Beneficiaries, and shall consider
      proposals made by the Beneficiaries that will enable the Trustee to meet
      the Objective.

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SERIES NOTICE                                             Allens Arthur Robinson
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13.   ATTORNEYS
--------------------------------------------------------------------------------

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

14.   GOVERNING LAW
--------------------------------------------------------------------------------

      This Series Notice is governed by the laws of New South Wales. Each party
      submits to the non-exclusive jurisdiction of courts exercising
      jurisdiction there.

15.   ANCILLIARY FACILITIES
--------------------------------------------------------------------------------

15.1  ANCILLARY FACILITIES

      (a)   Notwithstanding any other provision of the Transaction Documents in
            relation to the Trust (including the Master Trust Deed, the Security
            Trust Deed and the Servicing Agreement), the Trust Manager, the
            Servicer and the Trustee may:

            (i)   enter into and perform;

            (ii)  carry out any transaction contemplated by; and

            (iii) pay any amount payable or incurred under,

            any Ancillary Facility Document.

      (b)   Without limiting the generality of paragraph (a):

            (i)   the Trustee may mix, join or co-mingle all or any part of the
                  Assets of the Trust with any other assets, investments or
                  other property held or owned by the Trustee (in its capacity
                  as trustee or custodian of any other trust or custodial
                  program) in:

                  (A)   entering into and performing;

                  (B)   carrying out any transaction contemplated by; and

                  (C)   paying any amount payable or incurred under,

                  any Ancillary Facility Document provided that, except in the
                  case of the powers in paragraphs (vii) and (viii), Moody's has
                  first confirmed in writing that nothing in this paragraph (i)
                  will adversely affect Moody's rating of any Notes;

            (ii)  the Trustee has the power to pay or to contribute towards
                  payment of any amount payable or liability incurred by the
                  Trustee arising out of, or in connection with, any Ancillary
                  Facility even though the amount payable or liability incurred:

                  (A)   does not relate specifically to the Trust; and/or

                  (B)   relates to a number of trusts or custodial arrangements
                        which includes the Trust,

                  provided that, except in the case of the powers in paragraphs
                  (vii) and (viii), Moody's has first confirmed in writing that
                  nothing in this paragraph (ii) will adversely affect Moody's
                  rating of any Notes;

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            (iii)  the Trustee has the power to pay any fees, charges,
                   commissions, disbursements or any other outgoings to any
                   person arising out of, or in connection with, the Authorised
                   Investments or any Ancillary Facility;

            (iv)   an Obligor under a Purchased Loan shall be entitled to make
                   any repayment under the relevant Loan Agreement or Mortgage
                   (including any Additional Repayment) utilising any payment
                   method as approved by the Trust Manager from time to time
                   including any payment by way of cheque, paperless direct
                   credit entry or the payment method known as "BPAY";

            (v)    the Trust Manager, the Servicer and the Trustee may give any
                   indemnity in respect of any debt or other obligation owing to
                   any person arising out of, or in connection with, the
                   Authorised Investments or any Ancillary Facility, including
                   the power to make any payment pursuant to any such
                   obligation, in accordance with the Ancillary Facility
                   Documents; and

            (vi)   the Security Trustee confirms that the entry into and
                   performance of any Ancillary Facility Document, the carrying
                   out of any transaction contemplated by any Ancillary Facility
                   Document, and the payment of any amount payable or incurred
                   under any Ancillary Facility Document, by the Trust Manager,
                   the Servicer or the Trustee does not constitute any Event of
                   Default under the Security Trust Deed,

            and the Trustee has power to:

            (vii)  deposit moneys into a joint account in which the money of
                   Other Trusts are or may be deposited; and

            (viii) permit the drawing by an Obligor of any moneys from that
                   joint account, notwithstanding that an Obligor is an Obligor
                   in respect of one trust only, and the moneys are commingled
                   with moneys of Other Trusts.

      (c)   The Trustee and the Trust Manager agree that the Ancillary Facility
            Documents will apply in respect of the Trust.

      (d)   For the avoidance of doubt, notwithstanding any other provision of
            this Series Notice, the Trustee (at the direction of the Trust
            Manager) must apply Excess Spread from the Trust or any Other Trust
            to meet any fees, costs and expenses and to pay any amounts
            described in clauses 15.1(b)(iii) and 15.1(b)(v) and any other
            amounts due to NAB under any Ancillary Facility (including, without
            limitation, any amounts required to be applied under clause 6 of the
            Facilities Agreement) and Interstar Securities (Australia) Pty
            Limited acknowledges that such Excess Spread must be so applied.

15.2  RECORD KEEPING OBLIGATIONS OF TRUST MANAGER

      In addition to and without limiting any obligations under any Finance
      Document, the Trust Manager:

      (a)   must keep proper records and accounts in relation to funds in any
            Drawings Account, drawings by the relevant Borrower or Mortgagor (as
            defined in the Ancillary Facility Documents) made using any of the
            facilities or functionality provided by NAB under the

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            Ancillary Facility Documents and fees charged to any Drawings
            Account, and shall make those records and accounts available to any
            party on request; and

      (b)   undertakes for the benefit of the Trustee to:

            (i)   comply with all its obligations under the Ancillary Facility
                  Documents and undertakes to use its best endeavours to ensure
                  that each of the matters referred to in clauses 4.20 and 5.8
                  of the Ancillary Facility Document which is the Cheque Deposit
                  and Direct Paperless Entry Facilities Agreement is complied
                  with irrespective of whether it has an obligation to NAB to do
                  so; and

            (ii)  ensure that no Facilities Cheque or Direct Paperless Entry (as
                  defined in the Ancillary Facility Documents) which it
                  instructs or allows NAB to accept, honour or pay will:

                  (A)   result in a Borrower or Mortgagor (as defined in the
                        Ancillary Facility Documents) redrawing more than can
                        properly be redrawn in accordance with the terms of that
                        Borrowers' or Mortgagor's Loan Agreement; or

                  (B)   result in a debit to the Drawings Account in an amount
                        which, taking into account all other transactions on the
                        Drawings Account, exceeds the amount in the Drawings
                        Account which is referrable to the Trust which holds the
                        Loan under which the Facilities Cheque or Direct
                        Paperless Entry was drawn or authorised.

      (c)   In this clause 15.2, DRAWINGS ACCOUNT means:

            (i)   any account referred to in the Ancillary Facility Documents as
                  a Trust Drawings Account or a Nominated Account; or

            (ii)  any other account which the parties agree is to be a Drawings
                  Account.

16.   SECURITY TRUST DEED
--------------------------------------------------------------------------------

      (a)   For the purposes of clause 2.2 of the Security Trust Deed, the
            following provisions shall apply.

            (i)   Subject to this Series Notice and the Security Trust Deed, if
                  there is at any time, with respect to enforcement, a conflict
                  between a duty owed by the Security Trustee to any Mortgagee
                  or class of Mortgagee, and a duty owed by it to another
                  Mortgagee or class of Mortgagee, the Security Trustee must
                  give priority to the interests of the Noteholders (which in
                  the case of the US$ Noteholders shall be determined by the
                  Note Trustee acting on their behalf as provided in the
                  Security Trust Deed and in the Note Trust Deed).

            (ii)  Subject to this Series Notice and the Security Trust Deed
                  (other than sub-paragraph (i)), the Security Trustee must give
                  priority to the interests only of the Redraw Noteholders and
                  the Class A Noteholders if, in the Security Trustee's opinion
                  (in relation to which in determining the interests of Class A
                  Noteholders, the Security Trustee may rely on a determination
                  of the Note Trustee), there is a

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                  conflict between the interests of the Redraw Noteholders, the
                  interests of the Class A Noteholders, the interests of the
                  Class AB Noteholders and the interests of the Class B
                  Noteholders or the interests of the other Mortgagees.

            (iii) Subject to this Series Notice and the Security Trust Deed
                  (other than sub-paragraphs (i) and (ii)), the Security Trustee
                  must give priority to the interests only of the Class AB
                  Noteholders if, in the Security Trustee's opinion (in relation
                  to which in determining the interests of Class AB Noteholders,
                  the Security Trustee may rely on a determination of the Note
                  Trustee), there is a conflict between the interests of the
                  Class AB Noteholders and the interests of the Class B
                  Noteholders or the interests of the other Mortgagees (other
                  than the Redraw Noteholders and the Class A Noteholders).

            (iv)  Subject to this Series Notice and the Security Trust Deed, if,
                  in the Security Trustee's opinion, there is a conflict between
                  the interests of the Redraw Noteholders and the Class A
                  Noteholders, the Security Trustee must convene a meeting of
                  the Redraw Noteholders and the Class A Noteholders (in
                  relation to which in determining the interests of the Class A
                  Noteholders, the Security Trustee must rely on the
                  instructions given by an Extraordinary Resolution (as defined
                  in the Security Trust Deed) of Redraw Noteholders and Class A
                  Noteholders in a meeting held in accordance with clause 40 of
                  the Security Trust Deed).

            (v)   Provided that the Security Trustee acts in accordance with a
                  determination of the Note Trustee (where it receives a
                  determination from the Note Trustee) or in good faith (in each
                  other case), it shall not incur any liability to any Mortgagee
                  for giving effect to clause 16(a)(i), (ii), (iii), or (iv).

      (b)   For the purposes of clause 8.1 of the Security Trust Deed, clause
            8.1(f) of the Security Trust Deed is replaced with the following:

            (f)   (INTEREST RATE SWAP OR CURRENCY SWAP)

                  (i)   For so long as any Secured Moneys are owing to the
                        Redraw Noteholders and the Class A Noteholders, an
                        Interest Rate Swap or Class A Currency Swap is
                        terminated and a replacement Interest Rate Swap or Class
                        A 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; or

                  (ii)  for so long as no Secured Moneys are owing to the Redraw
                        Noteholders and the Class A Noteholders, an Interest
                        Rate Swap or Class AB Currency Swap is terminated and a
                        replacement Interest Rate Swap or Class AB Currency Rate
                        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; or

                  (iii) for so long as no Secured Moneys are owing to the Redraw
                        Noteholders, the Class A Noteholders or the Class AB
                        Noteholders, an Interest Rate

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                        Swap or Class B Currency Swap is terminated and a
                        replacement Interest Rate Swap or Class B Currency Rate
                        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."

      (c)   For the purposes of clause 40.7(e)(ii) of the Security Trust Deed,
            on a poll, every person who is present shall have one vote for each
            US$10,000 or, in the case of the Redraw Noteholders, the A$
            Equivalent of US$10,000 (but not part thereof) of the Secured Moneys
            that he holds or in respect of which he is a Representative (as
            defined in the Security Trust Deed).

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SCHEDULE 1

      An Eligible Loan means a Loan which, as at the Cut-Off Date for that Loan
      has the following characteristics:

      (a)   is denominated and payable only in Australian dollars in Australia;

      (b)   the interest rate applicable to the Loan must be either:

            (i)   a variable rate based upon any determinant as may be
                  considered appropriate by the Servicer in its absolute
                  discretion;

            (ii)  a fixed rate provided that a Loan shall only incorporate a
                  fixed rate of interest where:

                  (A)   the fixed rate does not apply for a continuous period
                        exceeding five years from:

                        (1)   the settlement date of the Loan where the Loan
                              bears a fixed rate of interest from the date it is
                              settled; or

                        (2)   the date on which the Loan starts to bear a fixed
                              rate of interest, where that Loan either:

                               (a)             bears a floating rate of interest
                                               and is converting to a fixed rate
                                               of interest; or

                               (b)             bears a fixed rate of interest
                                               which is scheduled to convert to
                                               a floating rate of interest but
                                               (with the approval of the
                                               relevant Mortgage Insurer) the
                                               relevant Obligor has elected to
                                               pay a new fixed rate of interest;
                                               and

                  (B)   the fixed rate cash flows are swapped to a floating rate
                        pursuant to an Interest Rate Swap and the floating rate
                        payable by the Swap Provider is set on the same dates as
                        the Interest Rate is set on Notes; or

            (iii) a combination of a variable rate (as described in
                  sub-paragraph (b)(i)) as to part of the Loan Amount and a
                  fixed rate (as described in sub-paragraph (b)(ii)) as to the
                  balance of the Loan Amount;

      (c)   is secured by a Mortgage that constitutes a first ranking mortgage
            over freehold land or Crown leasehold land in Australia which is or
            will be registered under Real Property Legislation and satisfies the
            following criteria:

            (i)   in the case of a Loan other than a Low Doc Loan, the amount
                  secured or to be secured by the Mortgage must not exceed
                  A$1,500,000;

            (ii)  in the case of a Latinum Low Doc Loan, the amount secured or
                  to be secured by the Mortgage must not exceed A$600,000;

            (iii) in the case of a Retro Low Doc Loan, the amount secured or to
                  be secured by the Mortgage must not exceed:

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SERIES NOTICE                                             Allens Arthur Robinson
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                  (A)   where the Subject Property is property within the
                        metropolitan areas of Australia other than Tasmania or
                        the Northern Territory, A$500,000; or

                  (B)   where the Subject Property is property within the
                        metropolitan areas of Tasmania or the Northern Territory
                        or within the regional centres of Australia, A$300,000;

            (iv)  in respect of a Mortgage:

                  (A)   to secure a Loan (other than a Low Doc Loan) for a
                        principal amount:

                        (1)   not exceeding A$300,000 - the Loan to Value Ratio
                              in respect of that Loan must not exceed 95%;

                        (2)   exceeding A$300,000 but not exceeding A$500,000 -
                              the Loan to Value Ratio in respect of that Loan
                              must not exceed 90%;

                        (3)   exceeding A$500,000 but not exceeding A$1,000,000
                              - the Subject Property must constitute a single
                              property within the metropolitan areas of Sydney,
                              Melbourne, Brisbane, Adelaide or Perth and the
                              Loan to Value Ratio in respect of that Loan must
                              not exceed 80%;

                        (4)   exceeding A$1,000,000 but not exceeding
                              A$1,250,000 - the Subject Property must constitute
                              a single property within the metropolitan areas of
                              Melbourne or Sydney and the Loan to Value Ratio in
                              respect of that Loan must not exceed 75%; and

                        (5)   exceeding A$1,250,000 - the Subject Property must
                              constitute a single property within the
                              metropolitan areas of Melbourne or Sydney and the
                              Loan to Value Ratio in respect of that Loan must
                              not exceed 65%;

                  (B)   to secure a Latinum Low Doc Loan for a principal amount
                        of:

                        (1)   not exceeding A$500,000 - the Subject Property
                              must constitute a single property within the
                              metropolitan areas or regional centres of
                              Australia and the Loan to Value Ratio in respect
                              of that Loan must not exceed 80%; or

                        (2)   exceeding A$500,000 but not exceeding A$600,000 -
                              the Subject Property must constitute more than one
                              property each being within the metropolitan areas
                              or regional centres of Australia and the Loan to
                              Value Ratio in respect of that Loan must not
                              exceed 80%;

                  (C)   to secure a Retro Low Doc Loan, the Loan to Value Ratio
                        in respect of that Loan must not exceed 65%;

            (v)   the Subject Property has a completed residential dwelling
                  erected thereon;

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            (vi)  the Subject Property has a residential dwelling erected on it,
                  which dwelling is covered by fire and general insurance and
                  the insurance policy in respect of such cover must be endorsed
                  with the name of the Trustee as mortgagee;

            (vii) the Subject Property is valued by a valuer approved of by the
                  Servicer unless:

                  (A)   the Loan to Value Ratio does not exceed 80%;

                  (B)   the Loan Amount does not exceed:

                        (1)   A$250,000 when secured over a single property
                              within the metropolitan area of Sydney;

                        (2)   A$200,000 when secured over a single property
                              within any other city and metropolitan areas of
                              Australia; or

                        (3)   A$150,000 when secured over a single property
                              within any other areas of Australia; and

                  (C)   the predominant purpose of the Loan is the purchase of
                        the Subject Property; and

           (viii) all security documents have been:

                  (A)   prepared by law firms or Title Insurers appointed by and
                        acting for the Approved Seller and the Servicer or,
                        where Loans are originated by the Trustee, acting for
                        the Trustee and the Servicer; and

                  (B)   prepared in accordance with applicable Consumer Credit
                        Legislation;

      (d)   which, together with all other Loans held by the Trustee, has the
            following characteristics:

            (i)    at least 90% of the aggregate Subject Property of all Loans
                   must be located in metropolitan areas of the capital cities
                   and major regional centres of Australia; and

            (ii)   not more than 15% of the aggregate Loan Amount of the Loans
                   shall comprise individual Loans each with a Loan Amount
                   exceeding A$500,000 and secured by a Mortgage over a single
                   property;

      (e)   (i)    the Approved Seller is the beneficial owner of each Loan and
                   Mortgage at the time of the equitable assignment;

            (ii)   the Trustee will be the beneficial owner of each Loan and
                   Mortgage after that assignment (free of any encumbrances);

            (iii)  the Loan and Mortgage are valid and enforceable;

            (iv)   all applicable stamp duties have been paid on the Mortgage;

            (v)    the Loan and Mortgage will form part of the Assets of the
                   Trust;

            (vi)   the whole of the right, title and interest of the mortgagee
                   under the Mortgage will be acquired by the Trustee;

            (vii)  the Loan has been serviced and managed in accordance with the
                   requirements of the Servicer's policy and procedures manual;

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            (viii) the Mortgage Insurance Policy and any Title Insurance Policy
                   in relation to the Loan and the related Mortgage does not
                   restrict the assignment to the Trustee;

            (ix)   the Loan is not in Arrears over 30 days at the Cut-Off Date;

            (x)    the Loan is subject to monthly, fortnightly or weekly
                   payments which fully amortise the Loan over its term;

            (xi)   the Loan Agreement and the Mortgage comply in all material
                   respects with all applicable laws (including any Consumer
                   Credit Legislation);

            (xii)  the Loan Agreement and the Mortgage are assignable by the
                   Approved Seller in equity without prior consent being
                   required from, or notice of the assignment needing to be
                   given to, the mortgagor, the Obligor or any other person; and

            (xiii) the Loan Agreement and the Mortgage have been duly authorised
                   and are in full force and effect and constitute legal, valid
                   and binding obligations of the relevant Obligor and mortgagor
                   enforceable against that Obligor and mortgagor in accordance
                   with its terms and is not subject to any dispute, offset or
                   counterclaim;

      (f)   is covered by a valid, binding and enforceable Mortgage Insurance
            Policy;

      (g)   has an Obligor (and where the Servicer so requires, a guarantor)
            that is a natural person or a corporation;

      (h)   was approved and (if relevant) originated by the Servicer in the
            ordinary course of its business;

      (i)   the relevant Obligor in respect of which is required to repay the
            Loan by no later than March 2034; and

      (j)   does not require (nor does the relevant Loan Agreement require) the
            Trustee to provide any Redraws or other advances once the initial
            funding has been provided under the relevant Loan Agreement.




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SCHEDULE 2


--------------------------------------------------------------------------------
NAME OF LOAN                           GENERAL CHARACTERISTICS OF LOAN
--------------------------------------------------------------------------------
Interstar "Premium" Access Account     Amortising principal and interest
                                       repayment ("P&I") loans with an interest
                                       rate variable at the discretion of the
                                       Servicer and incorporating limited
                                       "redraw" facilities that will be
                                       available to borrowers only at the sole
                                       discretion of the Servicer.
--------------------------------------------------------------------------------
Interstar "Fix'n Float" Access Account Amortising "P&I" loans with an interest
                                       rate fixed for a specific initial period
                                       of up to five years after which the
                                       interest rate converts to a variable rate
                                       at the discretion of the Servicer.
--------------------------------------------------------------------------------
Interstar "IO Float" Access Account    Non-amortising loans requiring interest
                                       only repayments by the borrowers for a
                                       specific initial period of up to ten
                                       years with an interest rate variable at
                                       the discretion of the Servicer. At the
                                       expiration of the initial period the
                                       loans convert to the standard amortising
                                       "P&I" loans with an interest rate
                                       variable at the discretion of the
                                       Servicer.
--------------------------------------------------------------------------------
Interstar "IO Fixed" Access Account    Non-amortising loans requiring interest
                                       only repayments by the borrowers for a
                                       specific initial period of up to five
                                       years with an interest rate fixed for
                                       this initial period. At the expiration of
                                       the initial period the loans convert to
                                       the standard amortising "P&I" loans with
                                       an interest rate variable at the
                                       discretion of the Servicer.
--------------------------------------------------------------------------------
Interstar "Line of Credit"
  Access Account                       Amortising line of credit "P&I" loans
                                       with an interest rate variable at the
                                       discretion of the Servicer, and
                                       incorporating facilities that allow
                                       borrowers to:

                                       (a)   draw funds up to a predetermined
                                             amortising limit;

                                       (b)   repay some or all of those funds;
                                             and

                                       (c)   redraw those funds again up to the
                                             then-current amortised limit
                                             subject always to such right to
                                             redraw funds being at the absolute
                                             discretion of the Servicer,

                                       during the life of the loan facility.
--------------------------------------------------------------------------------

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--------------------------------------------------------------------------------
Interstar "Split" Access Account       A combined facility which:

                                       (a)   as to a specified dollar proportion
                                             of the facility has the general
                                             characteristics of one type of Loan
                                             as referred to above; and

                                       (b)   as to the remaining dollar
                                             proportion of the facility has the
                                             general characteristics of another
                                             type of Loan as referred to above.
--------------------------------------------------------------------------------

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SERIES NOTICE                                             Allens Arthur Robinson
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EXECUTED as a deed.



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



TRUSTEE



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



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



--------------------------------------   ---------------------------------------
Print Name                               Print Name



TRUST MANAGER



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



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



--------------------------------------   ---------------------------------------
Print Name                               Print Name


--------------------------------------------------------------------------------
                                                                         Page 86

<PAGE>

SERIES NOTICE                                             Allens Arthur Robinson
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SERVICER



SIGNED SEALED AND DELIVERED for INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED by
its attorney in the presence of:



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



--------------------------------------   ---------------------------------------
Print Name                               Print Name



SECURITY TRUSTEE



SIGNED SEALED AND DELIVERED for PERPETUAL TRUSTEE COMPANY LIMITED by its
attorney in the presence of:



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



--------------------------------------   ---------------------------------------
Print Name                               Print Name



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                                                                         Page 87

<PAGE>

SERIES NOTICE                                             Allens Arthur Robinson
--------------------------------------------------------------------------------



APPROVED SELLER



SIGNED SEALED AND DELIVERED for INTERSTAR SECURITIES (AUSTRALIA) PTY LIMITED by
its attorney in the presence of:



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



--------------------------------------   ---------------------------------------
Print Name                               Print Name



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



EXECUTED AS A DEED by THE BANK OF NEW YORK in the presence of:



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



--------------------------------------   ---------------------------------------
Print Name                               Print Name



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                                                                         Page 88