<PAGE>




                                                                 Note Trust Deed






                                             Perpetual Trustees Victoria Limited

                                 Interstar Securitisation Management Pty Limited

                                                            The Bank of New York

                                               Perpetual Trustee Company Limited








                                                     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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Note Trust Deed                                           Allens Arthur Robinson

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CROSS REFERENCE TABLE(1)

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TRUST INDENTURE ACT SECTION                        CLAUSE
--------------------------------------------------------------------------------
310         (a)(1)                                 23.6
            (a)(2)                                 23.1(d)
            (a)(3)                                 22.2(b)
            (a)(4)                                 22.2(b)
            (a)(5)                                 NA2
            (b)                                    23.6
            (c)                                    23.6, 23.1
                                                   NA
--------------------------------------------------------------------------------

311         (a)                                    13
            (b)                                    13
            (c)                                    NA
--------------------------------------------------------------------------------

312         (a)                                    35.1, 35.2(a)
            (b)                                    35.2(b)
            (c)                                    35.2(c)
--------------------------------------------------------------------------------

313         (a)                                    35.3
            (b)(1)                                 35.3
            (b)(2)                                 NA
            (c)                                    35.4
            (d)                                    35.3
--------------------------------------------------------------------------------

314         (a)(1)                                 35.5
            (a)(2)                                 35.5
            (a)(3)                                 35.5
            (a)(4)                                 11(j)
            (b)                                    11(k)
            (c)                                    36.1(a)
            (d)                                    36.1(b)
            (e)                                    36.1(c)
            (f)                                    36.1(a)
--------------------------------------------------------------------------------

315         (a)                                    13.2
            (b)                                    6.1(b)
            (c)                                    14.2
            (d)                                    34.8
            (e)                                    36.2
--------------------------------------------------------------------------------

316         (a)(1)                                 36.3
            (a)(2)                                 NA
            (b)                                    36.4
--------------------------------------------------------------------------------

317         (a)(1)                                 6.1


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            (a)(2)                                 NA
            (b)                                    2.5
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318         (a)                                   36.5
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NOTES:

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

2.  NA means not applicable.





























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TABLE OF CONTENTS

1.  DEFINITIONS AND INTERPRETATION                                           1

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

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

3.  FORM OF, ISSUE OF AND DUTIES AND TAXES ON, US$ NOTES                     8
    3.1     Issue of Global Notes                                            8
    3.2     Terms of Global Notes                                            8
    3.3     Issue of Definitive Notes                                        9
    3.4     Notice of Exchange Events                                       10
    3.5     Form of Definitive Notes                                        10
    3.6     Stamp and Other Taxes                                           10
    3.7     Indemnity for non-issue                                         11
    3.8     Note Register and Note Registrar                                11
    3.9     US Tax Treatment                                                12

4.  COVENANT OF COMPLIANCE                                                  13

5.  CANCELLATION OF US$ NOTES                                               13
    5.1     Cancellation                                                    13
    5.2     Records                                                         14

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




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7.  PROCEEDINGS                                                             15
    7.1     Acting only on direction                                        15
    7.2     Security Trustee acting                                         16
    7.3     Note Trustee alone entitled to act                              16
    7.4     Available amounts                                               16
    7.5     No liability                                                    17

8.  NOTICE OF PAYMENT                                                       17

9.  INVESTMENT BY NOTE TRUSTEE                                              18

10. PARTIAL PAYMENTS                                                        18

11. COVENANTS BY THE TRUSTEE AND TRUST MANAGER                              21

12. REMUNERATION OF NOTE TRUSTEE                                            21
    12.1    Fee                                                             21
    12.2    Additional Remuneration                                         21
    12.3    Costs, expenses                                                 21
    12.4    Overdue rate                                                    21
    12.5    Continuing obligation                                           22

13. LIMITED RESPONSIBILITIES OF NOTE TRUSTEE                                22
    13.1    Limited Responsibilities                                        22
    13.2    Examination of Documents                                        28

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

15. DELEGATION BY NOTE TRUSTEE                                              28

16. EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                     29

17. NOTE TRUSTEE CONTRACTING WITH TRUSTEE                                   29

18. WAIVER                                                                  30

19. AMENDMENT                                                               30
    19.1    Approval                                                        30
    19.2    Extraordinary Resolution of Noteholders                         31
    19.3    Distribution of amendments                                      31
    19.4    Amendments binding                                              31
    19.5    Conformity with TIA                                             31

20. US$ NOTEHOLDERS                                                         31
    20.1    Absolute Owner                                                  31
    20.2    Clearing System Certificate                                     32

21. CURRENCY INDEMNITY                                                      32

22. NEW NOTE TRUSTEES                                                       33
    22.1    Appointment by Trustee                                          33
    22.2    Appointment by Note Trustee                                     33
    22.3    Notice                                                          34
    22.4    Requirement for Note Trustee                                    34




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23. NOTE TRUSTEE'S RETIREMENT AND REMOVAL                                   35
    23.1    Removal by Trustee                                              35
    23.2    Removal by US$ Noteholders                                      35
    23.3    Resignation                                                     35
    23.4    Trust Corporation                                               36
    23.5    Successor to Note Trustee                                       36
    23.6    Eligibility; Disqualification                                   36

24. NOTE TRUSTEE'S POWERS ADDITIONAL                                        37

25. SEVERABILITY OF PROVISIONS                                              37

26. NOTICES                                                                 37
    26.1    General                                                         37
    26.2    Details                                                         38

27. GOVERNING LAW AND JURISDICTION                                          39

28. COUNTERPARTS                                                            39

29. LIMITED RECOURSE                                                        39
    29.1    General                                                         39
    29.2    Liability of Trustee limited to its right of Indemnity          39
    29.3    Unrestricted remedies                                           39
    29.4    Restricted remedies                                             40

30. SUCCESSOR TRUSTEE                                                       40

31. INDEMNITY FOR THE COST OF INDEPENDENT ADVICE                            40

32. NO LIABILITY                                                            40

33. INFORMATION MEMORANDUM                                                  41

34. NOTE TRUSTEE'S LIMITED LIABILITY                                        41
    34.1   Reliance on certificates                                         41
    34.2   Note Trustee's reliance on Trust Manager or Security Trustee     41
    34.3   Compliance with laws                                             42
    34.4   Reliance on experts                                              42
    34.5   Oversights of others                                             42
    34.6   Impossibility or impracticability                                42
    34.7   Legal and other proceedings                                      43
    34.8   No liability except for negligence etc.                          43
    34.9   Further limitations on Note Trustee's liability                  43
    34.10  Conflicts                                                        44
    34.11  Information                                                      45
    34.12  Investigation by Note Trustee                                    44

35. NOTEHOLDERS' LISTS AND REPORTS                                          45
    35.1   Provision of information                                         45
    35.2   Preservation of Information; Communications to US$ Noteholders   46
    35.3   Reports by Note Trustee                                          46
    35.4   Notices to US$ Noteholders; Waiver                               46
    35.5   Reports by Trustee                                               47




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36. TRUST INDENTURE ACT - MISCELLANEOUS                                     47
    36.1   Compliance Certificates and Opinions, etc                        47
    36.2   Undertaking for Costs                                            49
    36.3   Exclusion of section 316                                         49
    36.4   Unconditional Rights of US$ Noteholders to Receive Principal
            and Interest                                                    50
    36.5   Conflict with Trust Indenture Act                                50


SCHEDULE 1                                                                  53

    Form of Global Note - US$ Notes                                         53


SCHEDULE 2                                                                  57

    Form of Definitive Note - US$ Notes                                     57


SCHEDULE 3                                                                  59

    Provisions for Meetings of US$ Noteholders                              59


SCHEDULE 4                                                                  67

    Information to be contained in Noteholders Report                       67


SCHEDULE 5                                                                  68

    Terms and Conditions of US$ Notes                                       68















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DATE                               200[*]
------------

PARTIES
------------

           1.  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);

           2.  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);

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

           4.  PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) of Level
               7, 9 Castlereagh Street, Sydney, New South Wales, in its capacity
               as Security Trustee (the SECURITY TRUSTEE).

RECITALS
------------


           A   The Trustee has resolved at the direction of the Trust Manager to
               issue US$[*] Class A Notes, US$[*] Class AB Notes and US$[*]
               Class B Notes to be constituted and secured in the manner
               provided in this deed and the other Transaction Documents.


           B   The Note Trustee has agreed to act as trustee for the US$
               Noteholders under this deed.

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

IT IS AGREED as follows.

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

           1.1   DEFINITIONS AND INTERPRETATION

           The following definitions apply unless the context requires
           otherwise.

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

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

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





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           MASTER TRUST DEED means the Master Trust Deed dated 2 December 1999
           between Perpetual Trustees Victoria Limited and Interstar Securities
           (Australia) Pty Limited and applying to the Trust by reason of the
           Notice of Creation of Trust between Interstar Securities (Australia)
           Pty Limited, the Trust Manager and the Trustee dated 31 December
           2003.

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

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

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

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

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

           SERIES NOTICE means the Series Notice dated on or about the date of
           this deed between the Trustee, the Trust Manager, Interstar
           Securities (Australia) Pty Limited, Perpetual Trustee Company
           Limited, the Note Trustee, the Principal Paying Agent and the
           Calculation Agent.

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


           TRUST CORPORATION means any person:

           (a) eligible for appointment as a trustee under an indenture to be
               qualified pursuant to the TIA, as set forth in section 310(a) of
               the TIA; and

           (b) entitled by rules made under the Public Trustee Act 1906 of
               England to act as a custodian trustee or entitled under any other
               comparable legislation applicable to a trustee in any other
               jurisdiction to carry out the functions of a custodian trustee,

            and shall include The Bank of New York for so long as it complies
            with section 310(a) of the TIA and carries on the business of
            custodian trustee.


1.2         DEFINITIONS IN MASTER TRUST DEED, SERIES NOTICE AND CONDITIONS

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

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

                 (i)  definitions in this deed;




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                 (ii)   definitions in the Series Notice;

                 (iii)  definitions in the Master Trust Deed;

                 (iv)   definitions in the relevant Conditions.

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

1.3        INTERPRETATION

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

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

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

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

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

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

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

                 INDENTURE SECURITIES means the US$ Notes.

                 INDENTURE SECURITY HOLDER means a US$ Noteholder.

                 INDENTURE TO BE QUALIFIED means the Note Trust Deed.

                 INDENTURE TRUSTEE or INSTITUTIONAL TRUSTEE means the Note
                 Trustee.

                 OBLIGOR on the indenture securities means the Trustee.

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




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1.4        DETERMINATION, STATEMENT AND CERTIFICATE SUFFICIENT EVIDENCE

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

1.5        DOCUMENT OR AGREEMENT

           A reference to:

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

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

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

1.6        TRANSACTION DOCUMENT

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

1.7        TRUSTEE AS TRUSTEE

           In this deed, except where provided to the contrary:

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

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

1.8        KNOWLEDGE OF TRUSTEE

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

1.9        KNOWLEDGE OF THE NOTE TRUSTEE

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

1.10       APPOINTMENT OF THE NOTE TRUSTEE

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

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


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           (b)    acknowledges and declares that it:

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

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

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

1.11       COMMENCEMENT

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

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

1.12       OPINION OF COUNSEL

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

2.         PAYMENTS ON US$ NOTES
--------------------------------------------------------------------------------

2.1        PRINCIPAL AMOUNT


           Subject to clause 2.3:


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

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

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


2.2        COVENANT TO REPAY

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

                  (i)   the Maturity Date; or

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

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


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                 Principal Payment repayable, subject to and in accordance with
                 the terms of the US$ Notes (including the relevant
                 Conditions).

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

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

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

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

2.3       DEEMED PAYMENT


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

2.4       FOLLOWING EVENT OF DEFAULT

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

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

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

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

                 (ii)  to deliver up all Definitive Notes and all amounts,
                       documents and records held by them in respect of the US$
                       Notes, to the Note Trustee or as the Note Trustee shall
                       direct in that notice, other than any documents or
                       records which the relevant


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                        Paying Agent or Calculation Agent is obliged not to
                        release by any law or regulation; and

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

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

2.5        REQUIREMENTS OF PAYING AGENTS

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

           (a)    hold on trust for the Note Trustee and the US$ Noteholders all
                  sums held by that Paying Agent for the payment of principal
                  and interest with respect to the US$ Notes until all relevant
                  sums are paid to the Note Trustee or the US$ Noteholders or
                  otherwise disposed of as provided in this deed; and

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

2.6        CERTIFICATION

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

2.7        DETERMINATIONS


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



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

3.1        ISSUE OF GLOBAL NOTES


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

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

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

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


3.2        TERMS OF GLOBAL NOTES

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

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


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

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

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


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

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

           (f)    Whenever a notice or other communication to the US$
                  Noteholders is required under this deed to be given by the
                  Note Trustee, unless and until Definitive Notes have been
                  issued to


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                  the Note Owners pursuant to clause 3.3, the Note Trustee shall
                  give all such notices and communications specified herein to
                  be given to the US$ Noteholders to the relevant Clearing
                  Agency, and shall have no obligation to the Note Owners in
                  respect of the same.

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

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

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

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

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

                  (v)   whenever this deed requires or permits actions to be
                        taken based upon instructions or directions of Note
                        Owners evidencing a specific percentage of the Principal
                        Amounts of all or a Class of US$ Notes, the relevant
                        Clearing Agency shall be deemed to represent such
                        percentage only to the extent that it has received
                        instructions to such effect from the Note Owners and/or
                        relevant Clearing Agency Participants owning or
                        representing, respectively, such required percentage of
                        the beneficial interest in all or the relevant Class of
                        US$ Notes and has delivered such instructions to the
                        Principal Paying Agent.

3.3        ISSUE OF DEFINITIVE NOTES

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

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

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

           (c)    after the occurrence of an Event of Default, the Note Trustee,
                  at the written direction of Noteholders holding a majority of
                  the outstanding Principal Amount of the US$ Notes,


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                  advises the Trustee and the Principal Paying Agent that the
                  continuation of a book-entry system is no longer in the best
                  interests of the US$ Noteholders,

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

3.4        NOTICE OF EXCHANGE EVENTS

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

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

3.5        FORM OF DEFINITIVE NOTES

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

           (b)    The Definitive Notes for US$ Notes shall be issued in minimum
                  denominations of US$100,000 and integral multiples of US$1,000
                  in excess thereof each (serially numbered) and shall be issued
                  on the terms of the relevant Conditions.

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

           (d)    Definitive Notes shall be signed manually or in facsimile by
                  an Authorised Signatory or an attorney of the Trustee. The
                  Trustee may use the facsimile signature of any person who at
                  the date of printing of Definitive Notes is an Authorised
                  Signatory of the Trustee notwithstanding that at the time of
                  issue of any Definitive Notes that person has ceased for any
                  reason to be an Authorised Signatory of the Trustee and
                  Definitive Notes so executed shall be binding and valid
                  obligations of the Trustee. The Trustee shall procure that an
                  Authorised Signatory of the Principal Paying Agent
                  authenticates each Definitive Note. No Definitive Note
                  relating to it shall be valid for any purpose unless and until
                  so authenticated.

3.6        STAMP AND OTHER TAXES

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

           (a)    the execution of the Transaction Documents;


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


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


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

3.7        INDEMNITY FOR NON-ISSUE

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

3.8        NOTE REGISTER AND NOTE REGISTRAR

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

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

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

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

                  (i)   duly endorsed by, or be accompanied by a written
                        instrument of transfer in a form satisfactory to the
                        Note Registrar duly executed by the transferring US$
                        Noteholder or its attorney duly authorised in writing,
                        with such signature


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                        guaranteed by an "eligible guarantor institution"
                        meeting the requirements of the Note Registrar which
                        requirements include membership or participation of
                        Securities Transfer Agents Medallion Program (STAMP) or
                        such other "signature guarantee program" as may be
                        determined by the Note Registrar in addition to, or in
                        substitution for, Stamp, all in accordance with the
                        Exchange Act; and

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

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

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

3.9        US TAX TREATMENT

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


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

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

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

           (d)    each related Currency Swap,


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



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


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

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

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


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


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

4.         COVENANT OF COMPLIANCE
--------------------------------------------------------------------------------

           Each of the Trustee and the Trust Manager covenants with the Note
           Trustee that it will comply with and perform and observe all
           provisions of the Transaction Documents which are expressed to be
           binding on it for the benefit of the Note Trustee or any US$
           Noteholder. The Transaction Documents to which the Trustee and the
           Note Trustee are a party and the relevant Conditions shall be binding
           on the Trustee, the Note Trustee and the US$ Noteholders. The Note
           Trustee (or the US$ Noteholders, under clause 6.4, as the case may
           be) is entitled to enforce the obligations of the Trustee under the
           US$ Notes and the relevant Conditions as if the same were set out and
           contained in this deed (which shall be read and construed as one
           document with the US$ Notes). The provisions contained in schedule 3
           shall have effect as if set out in this deed.

5.         CANCELLATION OF US$ NOTES
--------------------------------------------------------------------------------

5.1        CANCELLATION


           The Trustee shall procure that all US$ Notes:

           (a)    which have been redeemed in full; or

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

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


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5.2        RECORDS

           The Trustee shall procure that:

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

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

6.         ENFORCEMENT
--------------------------------------------------------------------------------

6.1        ACTIONS FOLLOWING EVENT OF DEFAULT

           (a)    At any time while an Event of Default is subsisting the Note
                  Trustee may (subject to the Security Trust Deed, to clauses
                  6.3 and 7, and to the relevant Conditions 9 and 10) at its
                  discretion and without further notice and must, if so directed
                  or requested under clause 7.1, take any action available to it
                  to direct the Security Trustee to:

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

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

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

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

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

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

6.2        EVIDENCE OF DEFAULT

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

6.3        RESTRICTIONS ON ENFORCEMENT

           (a)    If any of the US$ Notes remain outstanding and are due and
                  payable otherwise than by reason of a default in payment of
                  any amount due on the US$ Notes, the Note Trustee



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                  must not vote under the Security Trust Deed to, or otherwise
                  direct the Security Trustee to, dispose of the Mortgaged
                  Property (as defined in the Security Trust Deed) unless
                  either:

                  (i)   the Note Trustee is of the opinion, reached after
                        considering at any time and from time to time the advice
                        of a merchant bank or other financial institution
                        selected by the Note Trustee in its absolute discretion
                        (the cost of which advice the Trustee indemnifies the
                        Note Trustee) that a sufficient amount would be realised
                        to discharge in full all amounts owing to the US$
                        Noteholders and any other amounts payable by the Trustee
                        ranking in priority to or pari passu with the US$ Notes;
                        or

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

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

6.4        ACTION BY NOTEHOLDERS

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

7.         PROCEEDINGS
--------------------------------------------------------------------------------

7.1        ACTING ONLY ON DIRECTION


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

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


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

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

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

7.2        SECURITY TRUSTEE ACTING

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

7.3        NOTE TRUSTEE ALONE ENTITLED TO ACT

           Subject to clauses 36.4, 6.4 and 7.2, only the Note Trustee may:

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

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

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

7.4        AVAILABLE AMOUNTS

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

           (a)    the Trustee will have available to it sufficient cash in the
                  Collection Account and sufficient Authorised Investments which
                  will mature on or before the relevant Payment Date after


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                  making any other payments or provisions having priority in
                  order of application under the applicable provisions of the
                  Security Trust Deed; or

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

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

7.5        NO LIABILITY

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

8.         NOTICE OF PAYMENT
--------------------------------------------------------------------------------


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


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


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



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10.        PARTIAL PAYMENTS
--------------------------------------------------------------------------------

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

11.        COVENANTS BY THE TRUSTEE AND TRUST MANAGER
--------------------------------------------------------------------------------

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

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

           (b)    (TRANSACTION DOCUMENTS)

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

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

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

           (d)    (NOTIFY EVENTS OF DEFAULT)

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

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

                        (A)   whether or not the Trust Manager or the Trustee is
                              aware that any Event of Default or, with respect
                              to the Trust Manager only, Potential Default has
                              occurred; and


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

           (e)    (MAINTENANCE OF OFFICE OR AGENCY) The Trust Manager on behalf
                  of the Trustee will maintain in the Borough of Manhattan, The
                  City of New York an office or agency where US$ Notes may be
                  surrendered for registration of transfer or exchange.

                  The Trustee hereby initially appoints the Note Registrar to
                  serve as its agent for the foregoing purposes. The Note
                  Registrar shall act solely for, and as agent of, the Trustee
                  and shall not have any obligations towards or relationship or
                  agency or trust with any other person in respect of its
                  appointment under this sub-paragraph (e). The Trust Manager
                  will give prompt written notice to the Note Trustee of the
                  location, and of any change in the location, of any such
                  office or agency. If at any time the Trust Manager on behalf
                  of the Trustee shall fail to maintain any such office or
                  agency or shall fail to furnish the Note Trustee with the
                  address thereof, such surrenders may be made or served at the
                  relevant Corporate Trust Office, and the Trustee hereby
                  appoints the Note Trustee as its agent to receive all such
                  surrenders.

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

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

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

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

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

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

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


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


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


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

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

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

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

           (l)    (NOTEHOLDERS REPORT)

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

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

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

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

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


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12.        REMUNERATION OF NOTE TRUSTEE
--------------------------------------------------------------------------------

12.1       FEE

           The Trustee shall pay to the Note Trustee a fee agreed between them
           or as agreed between the Note Trustee and the Trust Manager (on
           behalf of the Trustee).

12.2       ADDITIONAL REMUNERATION

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

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

12.3       COSTS, EXPENSES


           (a)    Subject to clause 34.8, the Trustee shall also reimburse, pay
                  or discharge all reasonable costs, charges, liabilities and
                  expenses and any stamp and other Taxes or duties incurred or
                  paid by the Note Trustee (or the US$ Noteholders acting under
                  clause 6.4 (as the case may be)) in connection with
                  undertaking its duties under the Transaction Documents
                  (including in relation to any Hedge Agreement and the fees and
                  expenses of its counsel) and in connection with any legal
                  proceedings brought by the Note Trustee (or the US$
                  Noteholders acting under clause 6.4 (as the case may be)) to
                  enforce any obligation under this deed or the US$ Notes.


           (b)    Without prejudice to the right of indemnity by law given to
                  trustees, to the extent the Trustee is itself entitled to be
                  indemnified and, subject to clause 29, the Trustee indemnifies
                  the Note Trustee (or the US$ Noteholders acting under clause
                  6.4 (as the case may be)) and every other person properly
                  appointed by it or any of them under this deed from and
                  against all liabilities, losses, damages, costs, expenses,
                  actions, proceedings, claims and demands incurred by or made
                  against it or him in the execution of the trusts of this deed
                  or of their powers or in respect of any matter or thing done
                  or omitted in any way relating to this deed.

12.4       OVERDUE RATE

           All sums payable by the Trustee under clause 12.3 shall survive the
           termination of this deed and the resignation or removal of the Note
           Trustee and be payable by the Trustee on the next Payment Date


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           in the order set out in the Series Notice or (if applicable) the
           Security Trust Deed and shall carry interest at the rate of LIBOR
           plus 2% from the due date. Any amount payable shall carry interest at
           that rate from the due date to the date of actual payment.

12.5       CONTINUING OBLIGATION

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

13.        LIMITED RESPONSIBILITIES OF NOTE TRUSTEE
--------------------------------------------------------------------------------

13.1       LIMITED RESPONSIBILITIES

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

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

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

           (c)    The Note Trustee is at liberty to hold or to place this deed
                  and any other documents relating to this deed in any part of
                  the world with any banker or banking company or company whose
                  business includes undertaking the safe custody of documents or
                  lawyer or firm of lawyers reasonably considered by the Note
                  Trustee to be of good repute and except in the case of fraud,
                  negligence or wilful default of the Note Trustee, the Note
                  Trustee shall not be responsible for any loss, expense or
                  liability which may be suffered as a result of any assets
                  secured by the Security Trust Deed, Mortgaged Property or any
                  deed or documents of title thereto, being uninsured or
                  inadequately insured or being held by or to the order of any
                  clearing organisations or their operators or by any person on
                  behalf of the Note Trustee if prudently chosen in accordance
                  with the Transaction Documents.

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

           (e)    Except as otherwise provided in this deed or any other
                  Transaction Documents to which it is a party, the Note Trustee
                  shall not be bound to give notice to any person of the
                  execution


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                  of this deed or any of the Transaction Documents or any
                  transaction contemplated hereby or thereby or to take any
                  steps to ascertain whether any Event of Default has happened
                  and, until it has actual knowledge or express notice to the
                  contrary, the Note Trustee is entitled to assume that no Event
                  of Default has happened and that the Trustee and each other
                  party to any Relevant Document is observing and performing all
                  the obligations on its part contained in the US$ Notes and
                  under this deed or, as the case may be, the Security Trust
                  Deed or any other Transaction Document to which it is a party.

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

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

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

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

           (h)    The Note Trustee shall not be liable to the Trustee or any US$
                  Noteholder by reason of having accepted as valid or not having
                  rejected any entry in the Note Register in respect of a
                  Definitive Note for a US$ Note which is subsequently found to
                  be incorrect and the Note Trustee shall be at liberty to
                  accept and place full reliance on the Note Register as
                  complete and accurate evidence to the effect that at any
                  particular time or through any particular period any
                  particular person is, was, or will be, shown in its records as
                  entitled to a particular number of US$ Notes.

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

           (j)    Save as otherwise expressly provided in this deed, the Note
                  Trustee shall not (unless and to the extent ordered so to do
                  by a court of competent jurisdiction) be required to disclose
                  to


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                  any US$ Noteholder or any Mortgagee, any information made
                  available to the Note Trustee by the Trustee, the Trust
                  Manager or any other person in connection with the trusts of
                  this deed and no US$ Noteholder shall be entitled to take any
                  action to obtain from the Note Trustee any such information.

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

           (l)    Subject to clauses 6.4 and 7.4, the Note Trustee may certify
                  in good faith, whether or not any of the events set out in
                  paragraphs (b) to (g) of the relevant Condition 9 or any
                  breach under clause 8 of the Security Trust Deed is in its
                  opinion materially prejudicial to the interests of the
                  relevant US$ Noteholders and may certify, in relation to the
                  event set out in paragraph (a) of the relevant Condition 9 in
                  relation to any payment of interest on the US$ Notes that the
                  Trustee had, on the due date for payment of the amount of
                  interest in question, sufficient cash to pay, in accordance
                  with the provisions of the Series Notice or the Security Trust
                  Deed, all interest (after payment of all sums which are
                  permitted under the Series Notice or the Security Trust Deed
                  to be paid in priority to or pari passu with them) and that
                  certificate shall be conclusive and binding upon the Trustee
                  and the US$ Noteholders. The Note Trustee shall have no
                  liability to the Trustee, any US$ Noteholder or any other
                  person in relation to any such certificate or in relation to
                  any delay or omission in providing such certificate. In giving
                  any certificate relating to paragraph (a) of the relevant
                  Condition 9, the Note Trustee may rely on any determination
                  made by any independent accountants of recognised standing in
                  Australia and any such determination shall be conclusive and
                  binding on the Trustee and the US$ Noteholders. The Trustee
                  shall pay the Note Trustee all costs and expenses of providing
                  the certificate at the times specified in the Series Notice.

           (m)    The Note Trustee shall not be bound to take any steps to
                  ascertain whether any event, condition or act, the happening
                  of which would cause a right or remedy to become exercisable
                  by the Note Trustee under this deed or by the Trustee under
                  any of the Transaction Documents has happened or to monitor or
                  supervise the observance and performance by the Trustee or any
                  of the other parties thereto of their respective obligations
                  thereunder and, until it shall have actual knowledge or
                  express notice to the contrary, the Note Trustee shall be
                  entitled to assume that no such event, condition or act has
                  happened and that the Trustee and each of the other parties
                  thereto are observing and performing all their respective
                  obligations thereunder.

           (n)    The Note Trustee shall not be responsible for recitals,
                  statements, warranties or representations of any party (other
                  than itself) contained in any Transaction Document or other
                  document entered into in connection with it and shall assume
                  its accuracy and correctness and (except with respect to
                  itself) the execution, legality, effectiveness,


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                  adequacy, genuineness, validity or enforceability or
                  admissibility in evidence of that agreement or other document
                  or any security constituted by them, and the Note Trustee may
                  accept without enquiry, requisition or objection all title as
                  the Trustee may have to any of the Mortgaged Property or as
                  any other person may have to any other security charged from
                  time to time to the Note Trustee and shall not be bound to
                  investigate or make any enquiry in the title of the Trustee to
                  any of the Mortgaged Property or the title of any other person
                  to any other security charged from time to time to the Note
                  Trustee whether or not any default or failure might be, or
                  might have been, discovered upon examination inquiry or
                  investigation and whether or not capable of remedy.
                  Notwithstanding the generality of the foregoing each US$
                  Noteholder is solely responsible for making its own
                  independent appraisal of and investigation into the Trust and
                  the US$ Notes and the Note Trustee shall not at any time have
                  any responsibility for the same and no US$ Noteholder shall
                  rely on the Note Trustee in that respect.

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

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

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

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

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


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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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


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

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

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


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

13.2       EXAMINATION OF DOCUMENTS


           In relation to US$ Notes and US$ Noteholders, the Note Trustee shall
           examine the evidence furnished to it pursuant to section 314 of the
           TIA to determine whether the opinions, searches, reports,
           certificates, valuations and investigations delivered or obtained or
           required to be delivered or obtained at any time in connection with
           any Mortgage or Loan conform to the requirements of this deed but
           shall not be obliged to confirm or verify the mathematical
           calculations or other facts stated therein.

14.        NOTE TRUSTEE'S LIABILITY
--------------------------------------------------------------------------------

14.1       NO EXEMPTION FROM LIABILITY

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

14.2       OCCURRENCE OF AN EVENT OF DEFAULT


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

15.        DELEGATION BY NOTE TRUSTEE
--------------------------------------------------------------------------------

           (a)    The Note Trustee may whenever it thinks fit delegate by power
                  of attorney or otherwise to any person or persons for any
                  period (whether exceeding one year or not) or indefinitely all


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                  or any of the trusts, powers and authorities vested in the
                  Note Trustee by this deed and that delegation may be made upon
                  any terms and subject to any conditions (including power to
                  sub-delegate) and subject to any regulations as the Note
                  Trustee may in the interests of the US$ Noteholders think fit.

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

16.        EMPLOYMENT OF AGENT BY NOTE TRUSTEE
--------------------------------------------------------------------------------

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

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

17.        NOTE TRUSTEE CONTRACTING WITH TRUSTEE
--------------------------------------------------------------------------------

           Neither the Note Trustee nor any director or officer of a corporation
           acting as a trustee under this deed, nor the Security Trustee, is by
           reason of its or their fiduciary position in any way precluded from
           entering into or being interested in any contract or financial or
           other transaction or arrangement with the Trustee or any other party
           to any of the Transaction Documents or any person or body corporate
           associated with the Trustee including any contract, transaction or
           arrangement of a banking or insurance nature or any contract,
           transaction or arrangement in relation to the making of loans or the
           provision of financial facilities to or the purchase, placing or
           underwriting of or subscribing or procuring subscriptions for or
           otherwise acquiring holding or dealing with any US$ Notes or any
           other bonds, stocks, shares, debenture stock, debentures, notes or
           other securities of the Trustee or any other party to any of the
           Transaction Documents or any related person or body corporate or from
           accepting or holding the trusteeship of any other trust deed
           constituting or securing any other securities issued by or relating
           to the Trustee or any other party to any of the Transaction Documents
           or any related person or body corporate or any other office of profit
           under


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           the Trustee or any other party to any of the Transaction Documents or
           any related person or body corporate and shall be entitled to retain
           and shall not be in any way liable to account for any profit made or
           share of brokerage or commission or remuneration or other benefit
           received or in connection with any of those arrangements.

18.        WAIVER
--------------------------------------------------------------------------------

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

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

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

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

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

19.        AMENDMENT
--------------------------------------------------------------------------------

19.1       APPROVAL

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

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


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

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

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

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

19.2       EXTRAORDINARY RESOLUTION OF NOTEHOLDERS

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

19.3       DISTRIBUTION OF AMENDMENTS

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

19.4       AMENDMENTS BINDING

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

19.5       CONFORMITY WITH TIA

           Every amendment of this deed executed pursuant to this clause 19
           which affects the US$ Notes or the US$ Noteholders shall conform to
           the requirements of the TIA as then in effect so long as this deed
           shall then be qualified under the TIA.

20.        US$ NOTEHOLDERS
--------------------------------------------------------------------------------

20.1       ABSOLUTE OWNER

           (a)    The Trustee, the Trust Manager, the Security Trustee, the Note
                  Trustee and any Paying Agent may treat the registered holder
                  of any US$ Note as the absolute owner of that Note (whether or
                  not that Note is overdue and despite any notation or notice to
                  the contrary or


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                  writing on it or any notice of trust or other interest in it)
                  for the purpose of making payment and for all purposes and
                  none of the Trustee, the Trust Manager, the Security Trustee,
                  the Note Trustee or any Paying Agent is affected by any notice
                  to the contrary.


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


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


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


20.2       CLEARING SYSTEM CERTIFICATE

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

21.        CURRENCY INDEMNITY
--------------------------------------------------------------------------------

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

           (a)    in the case of US$ Notes:

                  (i)   any loss or damage incurred by any of them arising from
                        the non-payment by the Trustee of any US$ due to the
                        Note Trustee or the relevant US$ Noteholders under this
                        deed or the relevant US$ Notes by reason of any
                        variation in the rates of


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                        exchange between those used for the purposes of
                        calculating the amount due under a judgment or order in
                        respect of that payment, which amount is expressed in a
                        currency other than US$, and under which the Note
                        Trustee or the US$ Noteholders do not have an option to
                        have that judgment or order expressed in US$, and those
                        prevailing at the date of actual payment by the Trustee;

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

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

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

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

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

22.        NEW NOTE TRUSTEES
--------------------------------------------------------------------------------

22.1       APPOINTMENT BY TRUSTEE

           The Trustee may at the direction of the Trust Manager at any time
           appoint a new Note Trustee of this deed who has previously been
           approved by an Extraordinary Resolution of the US$ Noteholders. One
           or more persons may hold office as Note Trustee or Note Trustees of
           this deed but that Note Trustee or those Note Trustees must be or
           include a Trust Corporation. Whenever there are more than two Note
           Trustees of this deed the majority of those Note Trustees are
           competent to execute and exercise all the duties, powers, trusts,
           authorities and discretions vested in the Note Trustee by this deed
           if a Trust Corporation is included in that majority.

22.2       APPOINTMENT BY NOTE TRUSTEE

           (a)    The Note Trustee may, on 30 days prior written notice to the
                  Trustee, the Trust Manager, the Principal Paying Agent and the
                  US$ Noteholders (in accordance with the relevant Condition
                  12), appoint any person established or resident in any
                  jurisdiction (whether a


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                  Trust Corporation or not) to act either as a separate Note
                  Trustee or as a co-Note Trustee jointly with the Note Trustee:

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

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

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

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

           (c)    Subject to this deed, all trusts, rights, powers, authorities,
                  discretions, duties and obligations conferred or imposed upon
                  the Note Trustee shall be conferred or imposed upon and
                  exercised or performed by the Note Trustee and a person
                  appointed under paragraph (a) jointly (it being understood
                  that such separate Note Trustee or co-Note Trustee is not
                  authorised to act separately without the Note Trustee joining
                  in such act), except to the extent that under any law of any
                  jurisdiction in which any particular act or acts are to be
                  performed the Note Trustee shall be incompetent or unqualified
                  to perform such act or acts, in which event such trusts,
                  rights, powers, authorities, discretions, duties and
                  obligations shall be exercised and performed solely by such
                  separate Note Trustee or co-Note Trustee, but only at the
                  direction of the Note Trustee.

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

22.3       NOTICE

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

22.4       REQUIREMENT FOR NOTE TRUSTEE

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


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23.        NOTE TRUSTEE'S RETIREMENT AND REMOVAL
--------------------------------------------------------------------------------

23.1       REMOVAL BY TRUSTEE

           The Trustee (or the Trust Manager on its behalf after informing the
           Trustee of its intention to do so) may at any time terminate the
           appointment of the Note Trustee by giving written notice to that
           effect to each Designated Rating Agency and the Note Trustee with
           effect immediately on that notice, if any of the following occurs in
           relation to the Note Trustee:

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

           (b)    the Note Trustee has ceased its business;

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

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

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

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

23.2       REMOVAL BY US$ NOTEHOLDERS

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

23.3       RESIGNATION

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

           (b)    Subject to this deed, if a successor Note Trustee has not
                  accepted its appointment within 30 days after:

                  (i)   the Note Trustee has given notice of its resignation in
                        accordance with paragraph (a); or

                  (ii)  the removal of the Note Trustee under clause 23.1 or
                        23.2,

                  the Note Trustee may petition (the cost of which shall be an
                  Expense of the Trust) any court of competent jurisdiction for
                  the appointment of a successor Note Trustee.


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23.4       TRUST CORPORATION

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

23.5       SUCCESSOR TO NOTE TRUSTEE

           (a)    On the execution by the Trustee, the Trust Manager and any
                  successor Note Trustee of an instrument effecting the
                  appointment of that successor Note Trustee, that successor
                  Note Trustee shall, without any further act, deed or
                  conveyance, become vested with all the authority, rights,
                  powers, trusts, immunities, duties and obligations of the
                  predecessor Note Trustee with effect as if originally named as
                  Note Trustee in this deed and the Transaction Documents and
                  that predecessor Note Trustee, on payment to it of the pro
                  rata proportion of its fee and disbursements then unpaid (if
                  any), shall have no further liabilities under this deed,
                  except for any accrued liabilities arising from or relating to
                  any act or omission occurring prior to the date on which the
                  successor Note Trustee is appointed.

           (b)    Any corporation:

                  (i)   into which the Note Trustee is merged;

                  (ii)  with which the Note Trustee is consolidated;

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

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

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

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

23.6       ELIGIBILITY; DISQUALIFICATION

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

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


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

24.        NOTE TRUSTEE'S POWERS ADDITIONAL
--------------------------------------------------------------------------------

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

25.        SEVERABILITY OF PROVISIONS
--------------------------------------------------------------------------------

           Any provision of this deed which is prohibited or unenforceable in
           any jurisdiction is ineffective as to that jurisdiction to the extent
           of the prohibition or unenforceability. That does not invalidate the
           remaining provisions of this deed nor affect the validity or
           enforceability of that provision in any other jurisdiction.

26.        NOTICES
--------------------------------------------------------------------------------

26.1       GENERAL

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

           (a)    must be in writing;


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


           (c)    subject to paragraph (d), will be taken to be duly given or
                  made:

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

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

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

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


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           For the purposes of paragraph (c), all notices, requests, demands,
           consents, approvals, agreements or other communications to the Note
           Trustee must be given or made by facsimile transmission.


26.2       DETAILS

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


           THE TRUSTEE

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

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


           THE TRUST MANAGER

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

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


           THE NOTE TRUSTEE

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

           Tel:        +1 212 815 5881
           Telex:      N/A
           Fax:        +1 212 815 5915/5917
           Attention:  Corporate Trust - Global Structured Finance


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           THE SECURITY TRUSTEE

           PERPETUAL TRUSTEE COMPANY LIMITED
           Level 7
           9 Castlereagh Street
           Sydney  NSW  2000
           Australia

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


27.        GOVERNING LAW AND JURISDICTION
--------------------------------------------------------------------------------

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

28.        COUNTERPARTS
--------------------------------------------------------------------------------

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

29.        LIMITED RECOURSE
--------------------------------------------------------------------------------

29.1       GENERAL

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

29.2       LIABILITY OF TRUSTEE LIMITED TO ITS RIGHT OF INDEMNITY

           Without limiting the generality of clause 29.1, clause 32.16 of the
           Master Trust Deed (as amended by the Series Notice) is incorporated
           into this agreement as if set out in full, except that any reference
           to TRUST refers to THE TRUST.

29.3       UNRESTRICTED REMEDIES

           Nothing in this clause 29 limits a party in:

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

           (b)    obtaining declaratory relief; or


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

29.4       RESTRICTED REMEDIES

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

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

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

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

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

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

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

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

30.        SUCCESSOR TRUSTEE
--------------------------------------------------------------------------------

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

31.        INDEMNITY FOR THE COST OF INDEPENDENT ADVICE
--------------------------------------------------------------------------------

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

32.        NO LIABILITY
--------------------------------------------------------------------------------

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

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

           (b)    any loss, expense or liability which may be suffered as a
                  result of any assets secured by the Security Trust Deed, the
                  Mortgaged Property (or any other property) or any deeds or


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                  documents of title thereto being uninsured or inadequately
                  insured or being held by or to the order of any clearing
                  organisations or their operator or by any person on behalf of
                  the Security Trustee or the Note Trustee, except for the
                  negligence, fraud or wilful default of the Note Trustee.

33.        INFORMATION MEMORANDUM
--------------------------------------------------------------------------------

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

34.        NOTE TRUSTEE'S LIMITED LIABILITY
--------------------------------------------------------------------------------

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

34.1       RELIANCE ON CERTIFICATES

           The Note Trustee shall be entitled to call for and rely on a
           certificate or any letter of confirmation or explanation reasonably
           believed by it to be genuine, of the Trustee, the Trust Manager, any
           Paying Agent, the Calculation Agent or any Designated Rating Agency
           in respect of every manner and circumstance for which a certificate
           is expressly provided for under this deed or in respect of the rating
           of any of the US$ Notes or the relevant Conditions and the Note
           Trustee is not bound in any such case to call for further evidence.

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

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

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

           (a)    (AUTHORISED SIGNATORIES ARE SUFFICIENT EVIDENCE) Subject to
                  clause 13.2, whenever any certificate, notice, proposal,
                  direction, instruction or other communication is to be given
                  by the Trust Manager or the Security Trustee to the Note
                  Trustee, the Note Trustee may


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                  accept as sufficient the form and content of a document unless
                  it has reason to believe that the relevant document was not
                  signed on behalf of the Trust Manager or the Security Trustee
                  (as the case may be) or by any Authorised Signatory of the
                  Trust Manager or the Security Trustee (as the case may be).

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

34.3       COMPLIANCE WITH LAWS

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

34.4       RELIANCE ON EXPERTS

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

34.5       OVERSIGHTS OF OTHERS

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

34.6       IMPOSSIBILITY OR IMPRACTICABILITY

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


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34.7       LEGAL AND OTHER PROCEEDINGS

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

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

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

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

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

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

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

34.8       NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

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

34.9       FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

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

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


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

                  (ii)  by any person under a Support Facility,

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

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

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

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

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

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

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

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

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

34.10      CONFLICTS

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

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

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

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


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

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

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

34.11      INFORMATION

           Except for notices and other documents and information (if any)
           expressed to be required to be furnished to any person by the Note
           Trustee under this deed or any other Transaction Document, the Note
           Trustee shall not have any duty or responsibility to provide any
           person (including any Noteholder) with any credit or other
           information concerning the affairs, financial condition or business
           of the Trust.

34.12      INVESTIGATION BY NOTE TRUSTEE

           Each Noteholder acknowledges that:


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


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

35.        NOTEHOLDERS' LISTS AND REPORTS
--------------------------------------------------------------------------------

35.1       PROVISION OF INFORMATION

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

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


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

           provided that so long as:

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

           (d)    the US$ Notes are Global Notes,

           no such list shall be required to be furnished.

35.2       PRESERVATION OF INFORMATION; COMMUNICATIONS TO US$ NOTEHOLDERS

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

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

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

35.3       REPORTS BY NOTE TRUSTEE

           If required by section 313(a) of the TIA, within 60 days after each
           30 June, beginning with [30 June 2004], the Note Trustee shall mail
           to each US$ Noteholder, the Trustee and the Trust Manager as required
           by section 313(c) of the TIA a brief report dated as of such date
           that complies with section 313(a) of the TIA. The Note Trustee also
           shall comply with section 313(b) of the TIA. A copy of each report at
           the time of its mailing to US$ Noteholders shall be filed by the Note
           Trustee with the Commission and each Stock Exchange, if any, on which
           any US$ Notes are listed. The Trust Manager on behalf of the Trustee
           shall notify the Note Trustee if and when any US$ Notes are listed on
           any Stock Exchange.

35.4       NOTICES TO US$ NOTEHOLDERS; WAIVER

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

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

                  (ii)  in relation to any notice specifying a Payment Date, an
                        Interest Rate, any Interest payable, any Principal
                        Payment (or the absence of a Principal Payment) or the
                        Principal Amount of any US$ Note after any Principal
                        Payment, that notice is published on a page of the
                        Reuters Screen or the electronic information system


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                        made available by Bloomberg L.P. or any other similar
                        electronic reporting service as may be approved by the
                        Note Trustee in writing and notified to the US$
                        Noteholders.

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

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

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

35.5       REPORTS BY TRUSTEE

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

           (a)    file with the Note Trustee, within 15 days after the Trustee
                  is required to file the same with the Commission, copies of
                  the annual reports and of the information, documents and other
                  reports (or copies of such portions of any of the foregoing as
                  the Commission may from time to time by rules and regulations
                  prescribe) which the Trustee may be required to file with the
                  Commission pursuant to section 13 or 15(d) of the Exchange
                  Act;

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

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

36.        TRUST INDENTURE ACT - MISCELLANEOUS
--------------------------------------------------------------------------------

36.1       COMPLIANCE CERTIFICATES AND OPINIONS, ETC

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

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


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

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


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

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


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


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

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


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Note Trust Deed                                           Allens Arthur Robinson

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

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

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

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

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

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

36.2       UNDERTAKING FOR COSTS

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

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

                  (i)   any suit instituted by the Note Trustee;

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

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

36.3       EXCLUSION OF SECTION 316

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


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

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

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

36.5       CONFLICT WITH TRUST INDENTURE ACT

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

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



EXECUTED as a deed.


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


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                                                                         Page 50

<PAGE>



TRUSTEE





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



<TABLE>
<S>                                                                             <C>



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



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





TRUST MANAGER





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




<TABLE>
<S>                                                                             <C>



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




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


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Note Trust Deed                                           Allens Arthur Robinson

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



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





EXECUTED AS A DEED by THE BANK OF NEW YORK in the presence of:


<TABLE>
<S>                                                                             <C>



----------------------------------------------------------------------          ----------------------------------------------------
Witness Signature                                                               Signature





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




SECURITY TRUSTEE





SIGNED SEALED AND DELIVERED for PERPETUAL TRUSTEE COMPANY LIMITED by its
attorney in the presence of:


<TABLE>
<S>                                                                             <C>




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




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


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SCHEDULE 1


FORM OF GLOBAL NOTE - US$ NOTES
--------------------------------------------------------------------------------


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

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



                       PERPETUAL TRUSTEES VICTORIA LIMITED

                              (ABN 47 004 027 258)

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

 in its capacity as trustee of the Interstar Millennium Series 2004-2G Trust

                                  (the "TRUST")


                           CLASS [A/AB/B] GLOBAL NOTE


                                  representing

                                     US$[*]


            Class [A/AB/B] Secured Floating Rate Notes Due March 2036


This Note certifies that Cede & Co is the registered holder of this Note and
that this Note is a Global Note without principal or interest coupons in respect
of a duly authorised issue of Notes of Perpetual Trustees Victoria Limited in
its capacity as trustee of the Interstar Millennium Series 2004-2G Trust (the
"ISSUER"), designated as specified in the title above (the "NOTES"), in an
initial aggregate Principal Amount of US$[*] ([*] United States Dollars) and (a)
issued pursuant to a Master Trust Deed (the "MASTER TRUST DEED") dated 2
December 1999 between Perpetual Trustees Victoria Limited and Interstar
Securities (Australia) Pty Limited and applying to the Trust by reason of the
Notice of Creation of Trust between Interstar Securities (Australia) Pty
Limited, Interstar Securitisation Management Pty Limited (the "TRUST MANAGER")
and the Issuer dated 31 December 2003, by a Series Notice (the "SERIES NOTICE")
dated [*] between (among others) the Issuer, The Bank of New York (the Note
Trustee for the time being referred to as the "NOTE TRUSTEE") as trustee for the
holders for the time being of the US$ Notes (the "US$ NOTEHOLDERS") and the
Trust Manager and by the Conditions (as defined below); (b) constituted by a
Note Trust Deed dated [*] (the "NOTE TRUST Deed") between (among others) the
Issuer, the Trust Manager, the Note Trustee and The Bank of New York (as
"PRINCIPAL PAYING AGENT" and "CALCULATION AGENT"); and (c) secured by a Security
Trust Deed (the


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"SECURITY TRUST DEED") dated 31 December 2003 between the Issuer, the Trust
Manager and Perpetual Trustee Company Limited (in that capacity, the "SECURITY
TRUSTEE", which expression shall include its successor for the time being as
security trustee under the Security Trust Deed) and acceded to by the Note
Trustee. References to the Conditions (or to any particular numbered Condition)
shall be to the Terms and Conditions of the Class [A/AB/B] Notes (or that
particular one of them) set out in schedule 5 to the Note Trust Deed but with
the deletion of those provisions which are applicable only to Class [A/AB/B]
Notes in definitive form. Terms and expressions defined in the Note Trust Deed
and the Conditions shall, save as expressly stated otherwise, bear the same
meanings when used herein.


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


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


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

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


The Definitive Notes to be issued on an exchange of this Global Note will be in
registered form each in minimum denominations of US$100,000 and integral
multiples of US$1,000 in excess thereof. If the Issuer fails to meet its
obligations to issue Definitive Notes, this shall be without prejudice to the
Issuer's obligations


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



with respect to the Notes under the Note Trust Deed, the Master Trust Deed, the
Series Notice and this Global Note.

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

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

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

PERPETUAL TRUSTEES VICTORIA LIMITED
in its capacity as trustee of the Interstar Millennium Series 2004-2G Trust

By:



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

IMPORTANT NOTES:


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


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


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






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CERTIFICATE OF AUTHENTICATION


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



THE BANK OF NEW YORK

as Principal Paying Agent

By:


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


For The Bank of New York
(without recourse, warranty or liability)
Issued in New York on [*] 2004






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

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SCHEDULE 2


FORM OF DEFINITIVE NOTE - US$ NOTES
--------------------------------------------------------------------------------



                       PERPETUAL TRUSTEES VICTORIA LIMITED

                              (ABN 47 004 027 258)

           (a limited liability company incorporated under the laws of

                         the Commonwealth of Australia)

   in its capacity as trustee of the Interstar Millennium Series 2004-2G Trust

                                  (the "TRUST")

                                     US$[*]


            Class [A/AB/B] Secured Floating Rate Notes Due March 2036

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

This Class [A/AB/B] Note forms one of a series of Notes which are (a) issued by
a Master Trust Deed (the "MASTER TRUST DEED") dated 2 December 1999 between
Perpetual Trustees Victoria Limited and Interstar Securities (Australia) Pty
Limited and applying to the Trust by reason of the Notice of Creation of Trust
between Interstar Securities (Australia) Pty Limited, Interstar Securitisation
Management Pty Limited (the "TRUST MANAGER") and the Issuer dated 31 December
2003, by a Series Notice (the "SERIES NOTICE") dated [*] between (among others)
the Issuer, The Bank of New York (the Note Trustee for the time being referred
to as the "NOTE TRUSTEE") as trustee for the holders for the time being of the
US$ Notes (the "US$ NOTEHOLDERS") and the Trust Manager and the terms and
conditions attached to this Note (the "CONDITIONS"); (b) constituted by a Note
Trust Deed dated [*] (the "NOTE TRUST DEED") between (among others) the Issuer,
the Trust Manager, the Note Trustee and The Bank of New York (as "PRINCIPAL
PAYING AGENT" and "CALCULATION AGENT"); and (c) secured by a Security Trust Deed
(the "SECURITY TRUST DEED") dated 31 December 2003 between the Issuer, the Trust
Manager and Perpetual Trustee Company Limited (in that capacity, the "SECURITY
TRUSTEE", which expression shall include its successor for the time being as
security trustee under the Security Trust Deed) and acceded to by the Note
Trustee.

The Issuer, in its capacity as trustee of the Trust, subject to this Class
[A/AB/B] Note and subject to and in accordance with the Conditions and the Note
Trust Deed for value received promises to pay to the registered holder on the
Payment Date (as defined in Condition 4 of the terms and conditions (the
"CONDITIONS") endorsed on the form of this Class [A/AB/B] Note) falling in March
2036 (or on such earlier date(s) as the Principal Amount of this Class [A/AB/B]
Note (or part of it) may become repayable in accordance with the Conditions) the
principal sum of:


                       US$[*] ([*] United States Dollars)

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


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


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

PERPETUAL TRUSTEES VICTORIA LIMITED



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

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

IMPORTANT NOTES:


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

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

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


                          CERTIFICATE OF AUTHENTICATION

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

THE BANK OF NEW YORK
as Principal Paying Agent


By:



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


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


--------------------------------------------------------------------------------
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SCHEDULE 3


PROVISIONS FOR MEETINGS OF US$ NOTEHOLDERS
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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


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



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

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

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

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

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

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

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

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


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2.       CONVENING OF MEETINGS

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

3.       NOTICE OF MEETINGS

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

4.       CHAIRMAN

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

5.       QUORUM

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


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

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

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

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

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

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

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

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

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

6.       ADJOURNMENT

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

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


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

7.       VOTING PROCEDURE

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

8.       DECLARATION

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

9.       RIGHT TO ATTEND AND SPEAK

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


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

10.      VOTING ENTITLEMENT

         Subject as provided in paragraph 1 hereof at any meeting:

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

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

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

11.      REQUIREMENTS FOR PROXIES

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

12.      PROXY REMAINS VALID

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

13.      EXTRAORDINARY RESOLUTIONS

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

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


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

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

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

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

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

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

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

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

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

14.      RESOLUTION BINDING ON NOTEHOLDERS

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


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

15.      MINUTES AND RECORDS

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

16.      FURTHER PROCEDURES FOR MEETINGS

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

17.      WRITTEN RESOLUTIONS

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

18.      GLOBAL NOTEHOLDER

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




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SCHEDULE 4


INFORMATION TO BE CONTAINED IN NOTEHOLDERS REPORT
--------------------------------------------------------------------------------


The following information is to be included in the Noteholders Report for each
Collection Period:

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

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

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

(d)      the Income for the Collection Period;

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

(f)      the Expenses for the Collection Period;

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


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

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

(j)      the Interest Rate for the Class B Notes for the Interest Period ending
         on the day before the next Payment Date;

(k)      the scheduled and unscheduled payments of principal on the Purchased
         Loans during the Collection Period;

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

(m)      the Aggregate Principal Loss Amount (if any) for the Collection Period;

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

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

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



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SCHEDULE 5


TERMS AND CONDITIONS OF US$ NOTES
--------------------------------------------------------------------------------


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

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


The issue of US$[*] Mortgage Backed Floating Rate Notes due March 2036 (the
CLASS A NOTES), US$[*] Mortgage Backed Floating Rate Notes due March 2036 (the
CLASS AB NOTES) and US$[*] Mortgage Backed Floating Rate Notes due March 2036
(the CLASS B NOTES), (the Class A Notes, the Class AB Notes and the Class B
Notes, together the US$ NOTES, and the Redraw Notes (as defined in the Series
Notice), the Class A Notes, the Class AB Notes and the Class B Notes, together
the NOTES) by Perpetual Trustees Victoria Limited in its capacity as trustee of
the Interstar Millennium Series 2004-2G Trust (the TRUST) (in such capacity the
ISSUER) was authorised by a resolution of the Board of Directors of the Issuer
passed on [*]. These Notes are: (a) issued subject to a Master Trust Deed (the
MASTER TRUST DEED) dated 2 December 1999 between Perpetual Trustees Victoria
Limited and Interstar Securities (Australia) Pty Limited and applying to the
Trust by reason of the Notice of Creation of Trust between Interstar
Securitisation Management Pty Limited (the TRUST MANAGER), Interstar Securities
(Australia) Pty Limited and the Issuer dated 31 December 2003, by a Series
Notice (the SERIES NOTICE) dated [*] between (among others) the Issuer, The Bank
of New York (the Note Trustee for the time being, referred to as the NOTE
TRUSTEE) as trustee for the holders for the time being of the US$ Notes (the US$
NOTEHOLDERS) and the Trust Manager and by these terms and conditions (the
CONDITIONS); (b) constituted by a Note Trust Deed dated [*] (the NOTE TRUST
DEED) between (among others) the Issuer, the Trust Manager, the Note Trustee,
The Bank of New York as principal paying agent (the PRINCIPAL PAYING AGENT,
which expression includes its successors as principal paying agent under the
Agency Agreement (as defined below)) and The Bank of New York as calculation
agent (the CALCULATION AGENT, which expression includes its successors as
calculation agent under the Agency Agreement (as defined below)); and (c)
secured by a Security Trust Deed (the SECURITY TRUST DEED) dated 31 December
2003 between the Issuer, the Trust Manager and Perpetual Trustee Company Limited
(in that capacity, the SECURITY TRUSTEE, which expression shall include its
successor for the time being as security trustee under the Security Trust Deed)
and acceded to by the Note Trustee.


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


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

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

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

1.       CONDITION 1.  FORM, DENOMINATION AND TITLE
--------------------------------------------------------------------------------

         The US$ Notes are serially numbered and will be issued in registered
         form in minimum denominations of US$100,000 and integral multiples of
         US$1,000 in excess thereof, without interest coupons.

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

         If the Issuer is obliged to issue Definitive Notes under clause 3.3 of
         the Note Trust Deed, interests in the applicable Global Note will be
         transferred to the beneficial owners thereof in the form of Definitive
         Notes, without interest coupons, in the denominations set forth above.
         A Definitive Note will be issued to each Noteholder in respect of its
         registered holding or holdings of US$ Notes against


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         delivery by such Noteholders of a written order containing instructions
         and such other information as the Issuer and the Note Registrar may
         require to complete, execute and deliver such Definitive Notes. In such
         circumstances, the Issuer will cause sufficient Definitive Notes to be
         executed and delivered to the Note Registrar for completion,
         authentication and dispatch to the relevant Noteholders.


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


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


         The priority with regard to payment of interest and principal in
         respect of the Redraw Notes, the Class A Notes, the Class AB Notes and
         the Class B Notes respectively are set out in Conditions 4 and 5. The
         Notes are secured by the same charge, but the Redraw Notes and the
         Class A Notes will rank pari passu and rateably as between themselves
         and in priority to the Class AB Notes and the Class B Notes in the
         event of the charge created by the security trust deed being enforced.
         The Class AB Notes will rank pari passu and rateably as between
         themselves and in priority to the Class B Notes in the event of the
         charge created by the Security Trust Deed being enforced. Before the
         enforcement of the charge created by the Security Trust Deed, and to
         the extent that, and for so long as, the Threshold Requirements (as
         defined in the Series Notice) are satisfied, payments of principal will
         be applied (subject to certain other obligations ranking in priority)
         in repaying principal: first, on the Redraw Notes pari passu without
         preference or priority amongst themselves; and second, on the Class A
         Notes, the Class AB Notes and the Class B Notes pari passu without
         preference or priority amongst themselves. If the Threshold
         Requirements are satisfied prior to the third anniversary of the Issue
         Date, the Class AB Notes and the Class B Notes will be entitled to only
         50% of their pro rata allocation, with the balance applied to repay
         principal on the Class A Notes. On or after the third anniversary of
         the Issue Date, if the Threshold Requirements are satisfied, the Class
         AB Notes and the Class B Notes will be entitled to 100% of their pro
         rata allocation. To the extent that, and for so long as, the Threshold
         Requirements are not satisfied, before the enforcement of the charge
         created by the Security Trust Deed, payments of principal will be
         applied (subject to certain other obligations ranking in priority) in
         repaying principal: first, on the Redraw Notes pari passu without
         preference or priority amongst themselves; second, on the Class A Notes
         pari passu without preference or priority amongst themselves; third, on
         the Class AB Notes pari passu without preference or priority among
         themselves; and fourth, on the Class B Notes pari passu without
         preference or priority amongst themselves. Payments of Interest on the
         Redraw Notes and the Class A Notes will rank pari passu amongst the
         Redraw Notes and the Class A Notes and in priority to payments of
         Interest on the Class AB Notes and the Class B Notes. Payments of
         Interest on the Class AB Notes will rank pari passu amongst the Class
         AB Notes and in priority to payments of Interest on the Class B Notes.



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         The proceeds of the issue of the Notes are to be used by the Issuer to
         purchase certain housing loans (the LOANS) and related mortgages (the
         MORTGAGES) from Interstar Securities (Australia) Pty Limited (the
         APPROVED SELLER).

         The net proceeds of realisation of the assets of the Trust (including
         following enforcement of the Security Trust Deed) may be insufficient
         to pay all amounts due to the Noteholders. Save in certain limited
         circumstances, the other assets of the Issuer will not be available for
         payment of any shortfall arising and all claims in respect of such
         shortfall shall be extinguished. None of the Servicer, the Trust
         Manager, the Note Trustee, the Security Trustee, the Swap Providers,
         the Paying Agents, the Calculation Agent, the Note Registrar or the
         Note Managers (as defined in the Series Notice) has any obligation to
         any Noteholder for payment of any amount by the Issuer in respect of
         the Notes.

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


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


3.       CONDITION 3.  COVENANTS OF THE ISSUER
--------------------------------------------------------------------------------

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

         These covenants include the following.

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

         (b)  The Issuer must:

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

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


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              (iii)  use its best endeavours to carry on and conduct its
                     business in so far as it relates to the Master Trust Deed
                     in a proper and efficient manner;

              (iv)   keep, or ensure that the Trust Manager keeps, accounting
                     records which correctly record and explain all amounts paid
                     and received by the Issuer;

              (v)    keep the Trust separate from each other trust which is
                     constituted under the Master Trust Deed and account for
                     assets and liabilities of the Trust separately from those
                     of other trusts constituted under the Master Trust Deed;

              (vi)   do everything and take all such actions which are necessary
                     (including obtaining all appropriate authorisations) to
                     ensure that it is able to exercise all its powers and
                     remedies and perform all its obligations under the Master
                     Trust Deed, the Transaction Documents and all other deeds,
                     agreements and other arrangements entered into by the
                     Issuer under the Master Trust Deed; and

              (vii)  comply with the rules and regulations of any Stock Exchange
                     on which any Note is listed from time to time.

         (c)  Except as provided in any Transaction Document (and other than the
              charge given to the Security Trustee), the Issuer must not, nor
              shall it permit any of its officers to, sell, mortgage, charge or
              otherwise encumber or part with possession of any asset of the
              Trust (the TRUST ASSETS).

         (d)  The Issuer will open and operate certain bank accounts in
              accordance with the Master Trust Deed and the Series Notice.

         (e)  Subject to the Master Trust Deed and any Transaction Document to
              which it is a party, the Issuer must act on all directions given
              to it by the Trust Manager in accordance with the terms of the
              Master Trust Deed.

         (f)  The Issuer must properly perform the functions which are necessary
              for it to perform under all Transaction Documents in respect of
              the Trust.

4.       CONDITION 4.  INTEREST
--------------------------------------------------------------------------------

         (a)  PAYMENT DATES


              Each US$ Note bears interest on its Principal Amount from and
              including [*] or such later date as may be agreed between the
              Issuer and the Note Managers for the issue of the US$ Notes (the
              ISSUE DATE). Interest in respect of the US$ Notes will be payable
              quarterly in arrears, on the 14th day of each March, June,
              September and December, provided that, if any such date would
              otherwise fall on a day which is not a Business Day (as defined
              below), it will be postponed to the next day which is a Business
              Day (as defined below), unless that day falls in the next calendar
              month, in which case the due date will be the preceding Business
              Day (each such date a PAYMENT DATE). The first Payment Date will
              be in June 2004. The final Payment Date will be the earlier of the
              Payment Date falling in March 2036 (the MATURITY DATE) and the
              Payment Date on which the Notes are redeemed in accordance with
              their terms.



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              BUSINESS DAY in this Condition 4 and in Conditions 5, 6 and 9
              below means any day other than a Saturday, Sunday or public
              holiday on which banks are open for business in London, New York
              City, Melbourne and Sydney.

              The period beginning on (and including) the Issue Date and ending
              on (but excluding) the first Payment Date, and each successive
              period beginning on (and including) a Payment Date and ending on
              (but excluding) the next Payment Date and the final period
              referred to below is called an INTEREST PERIOD FOR THE US$ NOTES.
              Interest payable on a US$ Note in respect of any relevant Interest
              Period or any other period will be calculated on the basis of the
              actual number of days elapsed and a 360 day year.

              The final Interest Period for a US$ Note begins on (and includes)
              the Payment Date prior to the earlier of the Maturity Date and the
              date on which that US$ Note is redeemed in accordance with its
              terms and ends on (but excludes) the earlier of the Maturity Date
              and the date on which that US$ Note is so redeemed (as the case
              may be).

         (b)  INTEREST RATE

              The rate of interest applicable from time to time to a US$ Note
              (the INTEREST RATE) will be determined by the Calculation Agent on
              the basis of the following paragraphs.

              On the date which is 2 Business Days before the beginning of each
              Interest Period for the US$ Notes (each a RATE RESET DATE), the
              Calculation Agent will determine LIBOR for that Interest Period,
              which is the rate applicable for deposits in US dollars for a
              period of 3 months which appears on the Telerate Page 3750 as of
              11.00am London time on that Rate Reset Date. If such rate does not
              appear on the Telerate Page 3750, the rate for that Interest
              Period will be determined as if the Issuer and the Calculation
              Agent had specified the rate USD-LIBOR-REFERENCE BANKS as the
              applicable Floating Rate Option under the Definitions of the
              International Swaps and Derivatives Association, Inc. (ISDA)
              incorporating the 2000 ISDA Definitions, as amended and updated as
              at the Issue Date (the ISDA DEFINITIONS). "USD-LIBOR-REFERENCE
              BANKS" means that the rate for an Interest Period for the US$
              Notes will be determined on the basis of the rates at which
              deposits in US dollars are offered by the Reference Banks (being
              four major banks in the London interbank market agreed to by the
              Calculation Agent and the relevant Currency Swap Provider) at
              approximately 11.00 am, London time, on the Rate Reset Date to
              prime banks in the London interbank market for a period of 3
              months commencing on the first day of that Interest Period and in
              a Representative Amount (as defined in the ISDA Definitions). The
              Calculation Agent will request the principal London office of each
              of the Reference Banks to provide a quotation of its rate. If at
              least two such quotations are provided, the rate for that Interest
              Period will be the arithmetic mean of the quotations. If fewer
              than two quotations are provided as requested, the rate for that
              Interest Period will be the arithmetic mean of the rates quoted by
              four major banks in New York City, selected by the Calculation
              Agent and the relevant Currency Swap Provider, at approximately
              11.00 am, New York City time, on that Rate Reset Date for loans in
              US dollars to leading European banks for a period of 3 months
              commencing on the first day of that Interest Period and in a
              Representative Amount. If no such rates are available in New York
              City,


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              then the rate for such Interest Period will be the most recently
              determined rate in accordance with this paragraph.

              [QUERY: INTERPOLATION FOR FIRST INTEREST PERIOD]

              In this definition of LIBOR, BUSINESS DAY means any day on which
              commercial banks are open for business (including dealings in
              foreign exchange and foreign currency deposits) in London and New
              York City.


              The Interest Rate applicable to the Class A Notes for such
              Interest Period will be the aggregate of the interest rate or
              arithmetic mean as determined by the Calculation Agent as referred
              to above and the margin of [*]% per annum applicable to the Class
              A Notes. The Interest Rate applicable to the Class AB Notes for
              such Interest Period will be the aggregate of the interest rate or
              arithmetic mean as determined by the Calculation Agent as referred
              to above and the margin of [*]% per annum applicable to the Class
              AB Notes. The Interest Rate applicable to the Class B Notes for
              such Interest Period will be the aggregate of the interest rate or
              arithmetic mean as determined by the Calculation Agent as referred
              to above and the margin of [*]% per annum applicable to the Class
              B Notes. If the Issuer has not redeemed all of the Class A Notes
              on or before the Payment Date falling in March 2009, the margin
              applicable to the Class A Notes will increase to [*]% per annum
              for the period from (and including) that date. If the Issuer has
              not redeemed all of the Class AB Notes on or before the Payment
              Date falling in March 2009, the margin applicable to the Class AB
              Notes will increase to [*]% per annum for the period from (and
              including) that date. If the Issuer has not redeemed all of the
              Class B Notes on or before the Payment Date falling in March 2009,
              the margin applicable to the Class B Notes will increase to [*]%
              per annum for the period from (and including) that date.

              There is no maximum or minimum Interest Rate for the Class A
              Notes, the Class AB Notes or the Class B Notes.


         (c)  DETERMINATION OF INTEREST RATE AND CALCULATION OF INTEREST

              The Calculation Agent will, as soon as practicable after 11.00 am
              (London time) on each Rate Reset Date determine the relevant
              Interest Rate applicable to, and calculate the amount of interest
              payable (the INTEREST) for the immediately succeeding Interest
              Period for each Class of US$ Notes. The Interest for each Interest
              Period and each Class of US$ Notes is calculated by applying the
              Interest Rate for the relevant Class of US$ Notes to the Principal
              Amount of the relevant US$ Note on the first day of that Interest
              Period, multiplying such product by the actual number of days in
              that Interest Period and dividing by 360 and rounding the
              resultant figure down to the nearest cent. The determination of
              the Interest Rate and the Interest for each US$ Note by the
              Calculation Agent is (in the absence of manifest error) final and
              binding upon all parties.

         (d)  NOTIFICATION AND PUBLICATION OF INTEREST RATE AND INTEREST

              The Calculation Agent will cause the Interest Rate and the
              Interest applicable to each US$ Note for each Interest Period and
              the relevant Payment Date to be notified to the Issuer, the Trust
              Manager, the Note Trustee, the Paying Agents and each Currency
              Swap Provider and the Trust Manager on behalf of the Issuer will
              cause the same to be published in


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              accordance with Condition 12 on or as soon as possible after the
              date of commencement of the relevant Interest Period. The Interest
              and the relevant Payment Date so published may subsequently be
              amended (or appropriate alternative arrangements made by way of
              adjustment) without notice in the event of an amendment of the
              Interest Period.

         (e)  DETERMINATION OR CALCULATION BY THE TRUST MANAGER

              If the Calculation Agent at any time for any reason does not
              determine the Interest Rate for or calculate the Interest payable
              on a US$ Note, the Trust Manager must do so and each such
              determination or calculation will be deemed to have been made by
              the Calculation Agent. In doing so, the Trust Manager must apply
              the foregoing provisions of this Condition, with any necessary
              consequential amendments, to the extent that it can do so, and, in
              all other respects it must do so in such a manner as it reasonably
              considers to be fair and reasonable in all the circumstances.

         (f)  CALCULATION AGENT

              The Issuer will procure that, so long as any of the US$ Notes
              remain outstanding, there will at all times be a Calculation
              Agent. The Issuer, or the Trust Manager with the consent of the
              Issuer (such consent not to be unreasonably withheld), with the
              prior written approval of the Note Trustee, reserves the right at
              any time to terminate the appointment of the Calculation Agent
              immediately on the occurrence of certain specified events or,
              otherwise, by giving not less than 60 days notice in writing to,
              among others, the Calculation Agent. Notice of that termination
              will be given to the US$ Noteholders in accordance with Condition
              12. If any person is unable or unwilling to continue to act as the
              Calculation Agent, or if the appointment of the Calculation Agent
              is terminated, the Issuer will, with the prior written approval of
              the Note Trustee, appoint a successor Calculation Agent to act as
              such in its place, provided that neither the resignation nor
              removal of the Calculation Agent will take effect until a
              successor approved by the Note Trustee has been appointed.

         (g)  INCOME DISTRIBUTION

              Capitalised terms in this paragraph (g) have the same meaning
              given in the Series Notice unless otherwise defined in these
              Conditions.

              (i)    On each Payment Date, the Issuer 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 that
                     Payment Date), out of the Income for the Collection Period
                     immediately before the 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 Condition 4(g)(v)) make the following payments or retain
                     moneys in the following order of priority.

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


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                     (B)  SECOND - payment of any Taxes payable in relation to
                          the Trust (not including any GST covered in Conditions
                          4(g)(vii) and 4(g)(viii)).

                     (C)  THIRD- subject to the above sub-paragraph (B) and
                          Condition 4(g)(iii), payment (in the following order
                          of priority) of:

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


                               (I)   the Trustee's Fee for the Collection Period
                                     (as adjusted in accordance with Condition
                                     4(g)(viii)); and


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

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

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

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

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

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

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

                          (5)  the Expenses (other than the Trustee's Fee, any
                               fees payable to the Note Trustee, the Paying
                               Agents, the Calculation Agent or the Note
                               Registrar, the Trust Manager's Fee and the
                               Servicer's Fee) not covered by sub-paragraphs (3)
                               or (4) which have already been incurred prior to
                               the Payment Date but which have not previously
                               been paid or reimbursed.

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

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

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

                     (E)  FIFTH - pari passu and rateably as between themselves:


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                          (1)  payment to the Interest Rate Swap Provider of any
                               amounts payable under the Interest Rate Swap
                               other than any Break Costs in respect of the
                               termination of the Interest Rate Swap;


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

                          (3)  (I)   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 Condition
                                     5(c)(i) towards payment of Interest on the
                                     Class A Notes); and

                               (II)  after the termination of the Class A
                                     Currency Swap, to the Note Trustee for
                                     application in accordance with Condition
                                     5(c) of the A$ amount that the Trust
                                     Manager determines in good faith needs to
                                     be applied on that Payment Date in order to
                                     enable the Issuer to meet its obligations
                                     to pay Interest on the Class A Notes on
                                     that Payment Date and any unpaid Interest
                                     on the Class A Notes in respect of previous
                                     Payment Dates; and

                          (4)  payment to the Class A Currency Swap Provider of
                               any Break Costs payable 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.

                     (F)  (1)  (I)   SIXTH - 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
                                     Condition 5(c)(iii) towards payment of
                                     Interest on the Class AB Notes); and

                               (II)  after the termination of the Class AB
                                     Currency Swap, to the Note Trustee for
                                     application in accordance with Condition
                                     5(c) of the A$ amount that the Trust
                                     Manager determines in good faith needs to
                                     be applied on that Payment Date in order to
                                     enable the Issuer to meet its obligations
                                     to pay Interest on the Class AB Notes on
                                     that Payment Date and any unpaid Interest
                                     on the Class AB Notes in respect of
                                     previous Payment Dates; and



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                          (2)  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.

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

                          (1)  (I)   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 Condition
                                     5(c)(v) towards payment of Interest on the
                                     Class B Notes); and

                               (II)  after the termination of the Class B
                                     Currency Swap, to the Note Trustee for
                                     application in accordance with Condition
                                     5(c) of the A$ amount that the Trust
                                     Manager determines in good faith needs to
                                     be applied on that Payment Date in order to
                                     enable the Issuer to meet its obligations
                                     to pay Interest on the Class B Notes on
                                     that Payment Date and any unpaid Interest
                                     on the Class B Notes in respect of previous
                                     Payment Dates; and

                          (2)  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.

                     (H)  EIGHTH - to be applied by the Issuer as Mortgage
                          Principal Repayments received by the Issuer during the
                          corresponding Collection Period, of an amount equal to
                          the aggregate of all amounts previously applied under
                          Condition 5(b)(i)(A)(1), to the extent not previously
                          so replenished under this sub-paragraph.

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

                     (J)  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.

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


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


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


                     (L)  TWELFTH - in payment of any Approved Seller's Fee.

                     (M)  THIRTEENTH - subject to clause 15.1(d) of the Series
                          Notice, 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.


              (ii)   The obligation of the Issuer to make any payment under each
                     of the above paragraphs of this Condition 4(g)(i) is
                     limited in each case to the Income, Liquid Authorised
                     Investments and Mortgage Principal Repayments or (as the
                     case may be) to the balance of the Income, Liquid
                     Authorised Investments and Mortgage Principal Repayments
                     available after payment in accordance with the preceding
                     paragraph or paragraphs (if any).

              (iii)  In the event that for any reason whatsoever the Issuer does
                     not have sufficient cash to make all of the payments as
                     provided in Conditions 4(g)(i) and 4(g)(v) then the amount
                     available to be paid shall be distributed in the order of
                     priority of distribution as referred to in Condition
                     4(g)(i), and:


                     (A)  in the case of the payment of Interest to Redraw
                          Noteholders or Class A Noteholders under sub-paragraph
                          (i)(E), 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;

                     (B)  in the case of the payment of Interest to Class AB
                          Noteholders under sub-paragraph (i)(F), 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; and

                     (C)  in the case of the payment of Interest to Class B
                          Noteholders under sub-paragraph (i)(G), 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.


              (iv)   In the event that:

                     (A)  the Issuer receives a payment under Condition
                          4(g)(i)(C) or 4(g)(v) for Expenses which the Issuer
                          reasonably anticipates will be incurred prior to the
                          next Payment Date; and

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


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                     then the following provisions apply:

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

                     (D)  if the Issuer fails to repay the amount in accordance
                          with sub-paragraph (iv)(C), then such amount shall be
                          set-off against the amount which would otherwise be
                          payable under sub-paragraph (i)(C) to the Issuer with
                          respect to such Expenses on that next Payment Date.


              (v)    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 Issuer under Conditions 4(g)(i)(A) to
                     4(g)(i)(G) (inclusive) on that Payment Date (the SHORTFALL)
                     then the Issuer shall (at the direction of the Trust
                     Manager) apply:


                     (A)  first, Liquid Authorised Investments; and

                     (B)  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 Condition 4(g)(i), to the extent available to do so.

              (vi)   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 Issuer from time to time, such interest to
                     be calculated on a daily balance from the due date up to
                     and including the date of actual payment.

              (vii)  Any GST which applies or may apply in respect of any
                     services provided pursuant to the Transaction Documents by
                     the Trust Manager in relation to the Trust will be paid by
                     the Trust Manager from the Trust Manager's Fee or from the
                     Trust Manager's own resources.

              (viii) In relation to any supply by the Issuer under the
                     Transaction Documents of goods or services in relation to
                     the Trust, the fee payable will be adjusted to take into
                     account any change after 1 July 2000 in the rate of GST
                     payable pursuant to the A New Tax System (Goods and
                     Services Tax Imposition - General) Act 1999.

              (ix)   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 Issuer to the Noteholder upon the applicable
                     Payment Date.

         (h)  REDRAWS

              Capitalised terms in this paragraph (h) have the same meaning
              given in the Series Notice unless otherwise defined in these
              Conditions.

              If an Obligor makes Additional Repayments in relation to a Loan
              held by the Issuer then the Issuer must provide a Redraw to the
              Obligor upon being so directed by the Trust Manager in its
              absolute discretion and subject to the Trust Manager certifying to
              the Issuer that:


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              (i)    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 that Obligor;

              (ii)   after allowing for all payments which the Issuer is then
                     required to make or which the Trust Manager reasonably
                     expects that the Issuer will be required to make, there is
                     or will be sufficient cash in the assets of the Trust
                     (whether as a result of the issue of Redraw Notes or
                     otherwise) for the Issuer to provide that Redraw; and


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

              The Trust Manager may direct the Issuer to, and the Issuer must,
              apply certain Mortgage Principal Repayments for funding Redraws.


              If, on a Payment Date, Mortgage Principal Repayments for the
              Collection Period preceding that Payment Date are insufficient to
              fund Redraws for that Collection Period, then the Trust Manager
              may give the Issuer a direction to issue a series of Redraw Notes
              in accordance with clause 12 of the Master Trust Deed and clause 5
              of the Series Notice. The Trust Manager must not give such a
              direction unless it has received written confirmation from each
              Designated Rating Agency that the issue of the Redraw Notes would
              not result in a downgrade or withdrawal of a rating of any Note
              then outstanding.


         (i)  LIQUID AUTHORISED INVESTMENTS

              Capitalised terms in this paragraph (i) have the same meaning
              given in the Series Notice unless otherwise defined in these
              Conditions.

              (i)    The Trust Manager shall make such directions to the Issuer,
                     and the Issuer must comply with those directions required
                     to ensure that, subject to sub-paragraph (ii), the value of
                     the Liquid Authorised Investments is not at any time less
                     than the Prescribed Minimum Level at that time.


              (ii)   The Trust Manager must direct the Issuer, and the Issuer
                     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 Conditions
                     4(g)(i)(A) to 4(g)(i)(G) (inclusive) as provided in
                     Condition 4(g)(v).


5.       CONDITION 5. REDEMPTION AND PURCHASE
--------------------------------------------------------------------------------

         Capitalised terms in this Condition 5 have the same meaning given in
         the Series Notice unless otherwise defined in these Conditions.

         (a)  MANDATORY REDEMPTION IN PART FROM MORTGAGE PRINCIPAL REPAYMENTS

              The US$ Notes are subject to mandatory redemption in part on any
              Payment Date if on that date there are any Mortgage Principal
              Repayments, (subject to the Prescribed Minimum Level) Liquid
              Authorised Investments and the Recovery Amount available to be
              distributed in relation to such US$ Notes (as detailed in
              Condition 5(b)). The principal amount so redeemable in respect of
              each US$ Note prior to enforcement of the Security Trust Deed
              (each a PRINCIPAL PAYMENT) on any Payment Date is subject to the
              priorities set


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              out in Condition 5(b) and will be the amount available for payment
              as set out in Condition 5(b) on the day which is 4 Business Days
              before the Payment Date divided by the number of US$ Notes in that
              Class which are then outstanding (rounded down to the nearest
              cent), provided always that no Principal Payment on a US$ Note on
              any date may exceed the amount equal to the Principal Amount of
              that US$ Note at that date.

              The amount of mandatory principal redemptions after enforcement of
              the Security Trust Deed is subject to the priority of payments set
              out in the Security Trust Deed.

              Notice of amounts to be redeemed will be provided by the Trust
              Manager to the Issuer, the Calculation Agent, the Principal Paying
              Agent, each Currency Swap Provider and the Note Trustee.

         (b)  PRINCIPAL DISTRIBUTIONS ON NOTES PRIOR TO THE ENFORCEMENT OF THE
              SECURITY TRUST DEED

              (i)    (A) All Mortgage Principal Repayments which are received by
                         the Issuer in each Collection Period, except to the
                         extent the Trust Manager directs the Issuer in writing
                         that such moneys be applied or retained for Liquidity
                         Purposes in accordance with the provisions of the
                         Series Notice and (subject to Condition 5(b)(i)(C)) 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 Issuer (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.

                         (1)   FIRST - in accordance with Condition 4(g)(v).

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


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


                         (4)   FOURTH -

                               (I)   to the extent that, and for so long as, the
                                     Threshold Requirements are satisfied, in
                                     accordance with Condition 5(b)(vi); or

                               (II)  to the extent that, and for so long as, the
                                     Threshold Requirements are not satisfied,
                                     in accordance with Condition 5(b)(vii).

                         (5)   FIFTH - subject to clauses 10.2(c) and 15.1(d) of
                               the Series Notice, in payment of the balance by
                               way of a distribution of the


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                               capital of the Trust, to the Residual Income
                               Beneficiaries in proportion to their respective
                               Income Percentages.

                               The obligation of the Issuer to make any deposit
                               or payment under each of the above paragraphs of
                               Condition 5(b)(i) is limited in each case to the
                               Mortgage Principal Repayments, (subject to
                               Condition 5(b)(i)(C)) Liquid Authorised
                               Investments and the Recovery Amount or (as the
                               case may be) to the balance of the Mortgage
                               Principal Repayments, (subject to Condition
                               5(b)(i)(C)) Liquid Authorised Investments and the
                               Recovery Amount available after deposit or
                               payment in accordance with the preceding
                               paragraph or paragraphs (if any).

                     (B) The proportion of any amount available to be paid to
                         any Noteholder as contemplated in Condition 5(b) 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.

                     (C) The Trust Manager must not direct the Issuer to, and
                         the Issuer must not, deposit or pay any Liquid
                         Authorised Investments under Condition 5(b)(i)(A)(3),
                         5(b)(i)(A)(4) or 5(b)(i)(A)(5) where such deposit or
                         payment would result in the value of the Liquid
                         Authorised Investments being less than the Prescribed
                         Minimum Level.

              (ii)   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 Issuer 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:

                     (A) the Trust Manager having provided to:

                         (1)   each relevant Noteholder, the Issuer and the Note
                               Trustee, 30 days' prior notice (in the case of
                               US$ Noteholders, in accordance with Condition
                               12); and

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

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

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

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


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                     (D) the repayment being made in the order of priority set
                         out in Condition 5(b)(i) and, for the purposes of
                         Condition 5(b)(i)(A)(4), Condition 5(b)(vii).


              (iii)  On any Payment Date on or after a Step-Up Margin Date the
                     Issuer must, if so directed by the Trust Manager on or
                     before the date which is 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:

                     (A) the Trust Manager having provided to:

                         (1)   each relevant Noteholder, the Issuer and the Note
                               Trustee, 30 days' prior notice (in the case of
                               US$ Noteholders, in accordance with Condition
                               12); and

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

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

                     (B) the Trust Manager receiving from each Designated Rating
                         Agency written confirmation that the repayment will not
                         result in a downgrade or withdrawal of the rating of
                         any other Notes;

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

                     (D) the Issuer retaining such amount as the Trust Manager
                         or the Issuer reasonably determines will be necessary
                         to satisfy any outstanding or anticipated Expenses,
                         payment to any Noteholder in respect of a Note (other
                         than a Note in respect of which Principal Amount and
                         Interest are to be repaid) or payment to any Swap
                         Provider under a Hedge Agreement; and


                     (E) the repayment being made in the order of priority set
                         out in Condition 5(b)(i) and, for the purposes of
                         Condition 5(b)(i)(A)(4), Condition 5(b)(vii).

                     The Trust Manager may give a direction described in
                     sub-paragraph (iii) in respect of any one Class of Notes,
                     with a particular Step-Up Margin Date notwithstanding that
                     it has not given a similar direction in relation to any
                     other Class with the same Step-Up Margin Date, provided
                     that in no circumstance may the Trust Manager give a
                     direction described in sub-paragraph (iii):

                         (1)   in relation to Class AB Noteholders and Class B
                               Noteholders unless:

                               (I)   there are at that time no Redraw Notes or
                                     Class A Notes outstanding; or


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

                         (2)   in relation to Class B Noteholders unless:

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

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


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

                     (A)  the Interest payable on, and

                     (B)  the Principal Amount of,

                     Notes held by that Noteholder.

              (v)    The Issuer may not recover any 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.

              (vi)   If, on a Payment Date, the Trust Manager directs the Issuer
                     that the Threshold Requirements are satisfied (including
                     after giving effect to any payments in Condition
                     5(b)(vii)), amounts applied under Condition
                     5(b)(i)(A)(4)(I) must be deposited or paid, pari passu and
                     rateably:


                     (A)  (1)  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 Condition 5(c)(ii) towards
                               payment of the Principal Amount of the Class A
                               Notes (in the proportion as specified in
                               sub-paragraph(i)(B)) until such time as all Class
                               A Notes have been redeemed in full; and

                          (2)  after the termination of the Class A Currency
                               Swap, to the Note Trustee for application in
                               accordance with Condition 5(c) 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;

                     (B)  (1)  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



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                               Currency Swap Provider is thereafter to be
                               applied in accordance with Condition 5(c)(iv)
                               towards payment of the Principal Amount of the
                               Class AB Notes (in the proportion as specified in
                               sub-paragraph (i)(B)) until such time as all
                               Class AB Notes have been redeemed in full; and

                          (2)  after the termination of the Class AB Currency
                               Swap, to the Note Trustee for application in
                               accordance with Condition 5(c) 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

                     (C)  (1)  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 Condition 5(c)(vi) towards
                               payment of the Principal Amount of the Class B
                               Notes (in the proportion as specified in
                               sub-paragraph (i)(B)) until such time as all
                               Class B Notes have been redeemed in full; and

                          (2)  after the termination of the Class B Currency
                               Swap, to the Note Trustee for application in
                               accordance with Condition 5(c) 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:


                     (D)  if the Threshold Requirements are satisfied on any
                          Payment Date prior to the third anniversary of the
                          Issue Date, the Issuer must pay on that Payment Date
                          under each of sub-paragraphs (vi)(B) and (vi)(C), 50%
                          of the amount that would otherwise have been payable
                          if not for this sub-paragraph (vi)(D) and must pay the
                          balance of the amount otherwise so payable in
                          accordance with sub-paragraph (vi)(A). On or after the
                          third anniversary of the 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 (vi)(B) and
                          (vi)(C); and


                     (E)  each such amount specified in this Condition 5(b)(vi)
                          shall only be deposited or paid to the extent that
                          such deposit or payment will not result in a breach of
                          the Threshold Requirements.

              (vii)  If, on a Payment Date, the Trust Manager directs the Issuer
                     that the Threshold Requirements are not satisfied
                     (including after giving effect to any payments set out in
                     Condition 5(b)(vi)), amounts applied under Condition
                     5(b)(i)(A)(4)(II) must be deposited or paid in the
                     following order of priority:


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                    (A)  first:


                         (1) 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 Condition 5(c)(ii) towards
                             payment of the Principal Amount of the Class A
                             Notes (in the proportion as specified in sub-
                             paragraph (i)(B)); and

                         (2) after the termination of the Class A Currency
                             Swap, to the Note Trustee for application in
                             accordance with Condition 5(c) of the Class A A$
                             Equivalent of the Principal Amount of the Class A
                             Notes on that Payment Date,

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

                    (B)  second:

                         (1)  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 Condition 5(c)(iv)
                              towards payment of the Principal Amount of the
                              Class AB Notes (in the proportion as specified in
                              sub-paragraph (i)(B)); and

                         (2)  after the termination of the Class AB Currency
                              Swap, to the Note Trustee for application in
                              accordance with Condition 5(c) 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

                    (C)  third:

                         (1)  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 Condition 5(c)(vi) towards
                              payment of the Principal Amount of the Class B
                              Notes (in the proportion as specified in sub-
                              paragraph (i)(B)); and


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                          (2)  after the termination of the Class B Currency
                               Swap, to the Note Trustee for application in
                               accordance with Condition 5(c) 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 Condition
                          5(b)(vii) shall only be paid or deposited to the
                          extent that, after making the relevant payment or
                          deposit, the Threshold Requirements remain
                          unsatisfied.


         (c)  US$ ACCOUNT

              The Issuer must direct each Currency Swap Provider to pay all
              amounts denominated in US$ payable to the Issuer by that Currency
              Swap Provider under each relevant Currency Swap into the US$
              Account or to the Principal Paying Agent under the Agency
              Agreement. The Issuer has given this direction in each relevant
              Currency Swap.


              The Note Trustee must, on each Payment Date on which the Issuer
              pays an amount under Condition 4(g)(i)(E) (3)(II),
              4(g)(i)(F)(1)(II), 4(g)(i)(G)(1)(II), 5(b) (vi)(A)(2),
              5(b)(vi)(B)(2), 5(b)(vi)(C)(2), 5(b)(vii) (A)(2), 5(b)(vii)(B)(2)
              or 5(b)(vii)(C)(2) (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.


              The Issuer must, or must require that the Paying Agents on its
              behalf, at the direction of the Trust Manager pay all such
              amounts as follows, and in accordance with the Note Trust Deed
              and the Agency Agreement (the following not in any order of
              priority):


              (i)  as contemplated in Conditions 4(g)(i)(E)(3)(I) and
                   4(g)(i)(E)(3)(II), pari passu to Class A Noteholders in
                   relation to Class A Notes as payments of Interest on those
                   Class A Notes;

              (ii) as contemplated in Conditions 5(b)(vi)(A)(1),
                   5(b)(vi)(A)(2), 5(b)(vii)(A)(1) and 5(b)(vii)(A)(2), pari
                   passu to Class A Noteholders in payment of the Principal
                   Amount of the Class A Notes until such time as all Class A
                   Notes have been redeemed;

              (iii) as contemplated in Conditions 4(g)(i)(F)(1)(I) and
                   4(g)(i)(F)(1)(II), pari passu to Class AB Noteholders in
                   relation to Class AB Notes as payments of Interest on those
                   Class AB Notes;

              (iv) as contemplated in Conditions 5(b)(vi)(B)(1),
                   5(b)(vi)(B)(2), 5(b)(vii)(B)(1) and 5(b)(vii)(B)(2), 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;


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               (v)  as contemplated in Conditions 4(g)(i)(G)(1)(I) and
                    4(g)(i)(G)(1)(II), pari passu to Class B Noteholders in
                    relation to Class B Notes as payments of Interest on those
                    Class B Notes;

               (vi) as contemplated in Conditions 5(b)(vi)(C)(1),
                    5(b)(vi)(C)(2), 5(b)(vii)(C)(1) and 5(b)(vii)(C)(2), 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;

               (vii) as contemplated in Conditions 5(b)(ii) and 5(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 the
                         Class AB Notes; and

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


                    as payment of redemption amounts; and


              (viii) as contemplated in Conditions 5(g), 5(h) and 5(i):

                    (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.

          (d)  CALCULATION OF PRINCIPAL PAYMENTS AND PRINCIPAL AMOUNT

               (i)  On each date which is 4 Business Days before each Payment
                    Date, the Trust Manager must determine:

                    (A)  the amount of any Principal Payment in respect of each
                         US$ Note on the Payment Date following that date; and

                    (B)  the Principal Amount of each US$ Note as at the first
                         day of the next following Interest Period for the US$
                         Notes (after deducting any Principal Payment due to be
                         made in respect of each US$ Note on the next Payment
                         Date).


               (ii) The Trust Manager must notify the Issuer, the Note Trustee,
                    each Paying Agent, the Calculation Agent and each Currency
                    Swap Provider by not later than (or as soon as practicable
                    after) the date which is 4 Business Days before the relevant
                    Payment Date of each determination with respect to the US$
                    Notes of the Principal Payment and Principal Amount in
                    respect of that Payment Date and will immediately cause
                    details of each of those determinations to be published in
                    accordance with Condition 12. If no Principal Payment is due
                    to be made on the Class 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 Condition 12.


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              (iii) If the Trust Manager does not at any time for any reason
                    determine a Principal Payment or the Principal Amount
                    applicable to any US$ Note in accordance with this
                    paragraph, the Principal Payment and the Principal Amount
                    must be determined by the Calculation Agent in accordance
                    with this paragraph and paragraph (i) above (provided that
                    it has the relevant information in its possession to do so)
                    and each such determination or calculation will be deemed to
                    have been made by the Trust Manager.

          (e)  CALL

               The Issuer must, when so directed by the Trust Manager (at the
               Trust Manager's option), purchase or redeem the US$ Notes by
               repaying the Principal Amount, in the circumstances described in
               Conditions 5(b)(ii) and 5(b)(iii).

               The Trust Manager will notify Noteholders of its intention to
               direct the Issuer in relation to such a repurchase in accordance
               with Condition 12.

          (f)  REDEMPTION FOR TAXATION OR OTHER REASONS


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

               (i)  on the next Payment Date the Issuer or a Paying Agent would
                    be required to deduct or withhold from any payment:

                    (A)  of principal or interest in respect of the Notes; or

                    (B)  to a Currency Swap Provider under a Currency Swap,

                    any amount for or on account of any present or future taxes,
                    duties, assessments or governmental charges of whatever
                    nature imposed, levied, collected, withheld or assessed by
                    any Government Agency; or

               (ii) a Government Agency requires the deduction or withholding
                    from any payment by an Obligor in respect of a Purchased
                    Loan of any amount for or on account of any taxes, duties,
                    assessments or governmental charges of whatever nature
                    imposed, levied, collected, withheld or assessed by that
                    Government Agency,


               the Issuer must, when so directed by Noteholders representing at
               least 75% of the outstanding Principal Amount of the Notes
               (provided that the Issuer will be in a position on the next
               Payment Date to discharge (and the Trust Manager will so certify
               to the Issuer and the Note Trustee upon which certification the
               Issuer and the Note Trustee will rely conclusively) all its
               liabilities in respect of the Notes (at their relevant Principal
               Amount) and any amounts which would be required under the
               Security Trust Deed to be paid in priority or pari passu with the
               Notes if the security for the Notes were being enforced), having
               given not more than 60 nor less than 45 days notice to the
               Noteholders (in the case of US$ Noteholders, in accordance with
               Condition 12), redeem all, but not some only, of the Notes at
               their relevant Principal Amount together with accrued interest to
               (but excluding) the date of redemption on the next Payment Date,
               provided that the redemption is made in the order of priority set
               out in Condition 5(b)(i) and, for the purposes of Condition
               5(b)(i)(A)(4), Condition 5(b)(vii).


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          (g)  REDEMPTION FOR GROSS UP UNDER CURRENCY SWAPS


               If the Trust Manager satisfies the Issuer and the Note Trustee
               immediately prior to giving the notice referred to below that on
               the next Payment Date a Currency Swap Provider would be required
               to deduct or withhold from any payment under a Currency Swap any
               amount for or on account of any present or future taxes, duties,
               assessments or governmental charges of whatever nature imposed,
               levied, collected, withheld or assessed by any Government Agency,
               the Issuer must, when so directed by the Trust Manager (in its
               sole discretion) (provided that the Issuer will be in a position
               on such Payment Date to discharge (and the Trust Manager will so
               certify to the Issuer and the Note Trustee) all its liabilities
               in respect of the Notes (at their relevant Principal Amount) and
               any amounts which would be required under the Security Trust Deed
               to be paid in priority or pari passu with the Notes if the
               security for the Notes were being enforced), having given not
               more than 60 nor less than 45 days notice to the Noteholders,
               redeem all, but not some only, of the Notes at their relevant
               Principal Amount together with accrued interest to (but
               excluding) the date of redemption on the next Payment Date,
               provided that the redemption is made in the order of priority set
               out in Condition 5(b)(i) and, for the purposes of Condition
               5(b)(i)(A)(4), Condition 5(b)(vii).


          (h)  REDEMPTION ON MATURITY

               If not otherwise redeemed, the Issuer must redeem US$ Notes at
               their Principal Amount on the Maturity Date.

          (i)  CERTIFICATION

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

          (j)  CHARGE-OFFS


               If, on any Payment Date, the Aggregate Principal Loss Amount for
               the corresponding Collection Period exceeds the amount allocated
               or available for allocation on that Payment Date under Condition
               4(g)(i)(I), the amount of such excess will be the CHARGE-OFF for
               that Payment Date.


6.        CONDITION 6.  PAYMENTS
--------------------------------------------------------------------------------

          Any instalment of interest or principal, payable on any US$ Note which
          is punctually paid or duly provided for by the Issuer to the Paying
          Agent on the applicable Payment Date or Maturity Date shall be paid to
          the person in whose name such US$ Note is registered on the Record
          Date, either by cheque mailed first-class, postage prepaid, to such
          person's address as it appears on the Note Register on such Record
          Date or by wire transfer in immediately available funds to the account
          designated by

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          such person as it appears on the Note Register on such Record Date,
          except that, unless Definitive Notes have been issued pursuant to
          clause 3.3(a) of the Note Trust Deed, with respect to US$ Notes
          registered on the Record Date in the name of the nominee of the
          Clearing Agency (initially such Clearing Agency to be DTC and such
          nominee to be Cede & Co.), payment will be made by wire transfer in
          immediately available funds to the account designated by such nominee.

          (a)  INITIAL PRINCIPAL PAYING AGENT

               The initial Principal Paying Agent is The Bank of New York at its
               office at 101 Barclay Street, 21W, New York, New York, 10286.

          (b)  PAYING AGENTS

               The Issuer (or the Trust Manager on its behalf with the consent
               of the Issuer, such consent not to be unreasonably withheld), may
               at any time (with the previous written approval of the Note
               Trustee) vary or terminate the appointment of any Paying Agent
               and appoint additional or other Paying Agents, provided that it
               will at all times maintain a Paying Agent having a specified
               office in New York City and a Paying Agent having a specified
               office in London (which may be the same person). Notice of any
               such termination or appointment and of any change in the office
               through which any Paying Agent will act will be given by the
               Trust Manager on behalf of the Issuer in accordance with
               Condition 12.

          (c)  PAYMENT ON BUSINESS DAYS

               If the due date for payment of any amount of principal or
               Interest in respect of any US$ Note is not a Business Day then
               payment will be made on the next succeeding Business Day unless
               that day falls in the next calendar month, in which case the due
               date will be the preceding Business Day and the holder of that
               US$ Note is not entitled to any further interest or other payment
               in respect of that delay.

          (d)  INTEREST ON UNPAID INTEREST

               If Interest is not paid in respect of a US$ Note on the date when
               due and payable (other than because the due date is not a
               Business Day), that unpaid Interest will itself bear interest
               (both before and after judgment) at the relevant Interest Rate
               applicable from time to time to the relevant US$ Note until the
               unpaid Interest, and interest on it, is available for payment and
               notice of that availability has been duly given in accordance
               with Condition 12.

7.        CONDITION 7.  TAXATION
--------------------------------------------------------------------------------

          All payments in respect of the US$ Notes will be made without
          withholding or deduction for, or on account of, any present or future
          taxes, duties or charges of whatsoever nature unless the Issuer or any
          Paying Agent is required by applicable law to make any such payment in
          respect of the US$ Notes subject to any withholding or deduction for,
          or on account of, any present or future taxes, duties or charges of
          whatever nature. In that event the Issuer or that Paying Agent (as the
          case may be) must make such payment after such withholding or
          deduction has been made and must account to the relevant authorities
          for the amount so required to be withheld or deducted. Neither the
          Issuer

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          nor any Paying Agent will be obliged to make any additional payments
          to US$ Noteholders in respect of that withholding or deduction.

8.        CONDITION 8.  PRESCRIPTION
--------------------------------------------------------------------------------

          A US$ Note will become void in its entirety unless surrendered for
          payment within ten years of the Relevant Date (as defined below) in
          respect of any payment on it the effect of which would be to reduce
          the relevant Principal Amount of that US$ Note to zero. After the date
          on which a US$ Note becomes void in its entirety, no claim may be made
          in respect of it.

          As used in these Conditions, the RELEVANT DATE means the date on which
          a payment first becomes due but, if the full amount of the money
          payable has not been received in New York City by the Principal Paying
          Agent or the Note Trustee on or prior to that date, it means the date
          on which, the full amount of such money having been so received,
          notice to that effect is duly given by the Principal Paying Agent in
          accordance with Condition 12.

9.        CONDITION 9.  EVENTS OF DEFAULT
--------------------------------------------------------------------------------

          Each of the following is an EVENT OF DEFAULT (whether or not it is
          within the control of the Issuer).

          (a)  The Issuer fails to pay:

               (i)  any Interest within 10 Business Days of the Payment Date on
                    which the Interest was due to be paid, together with all
                    interest accrued and payable on that Interest; and

               (ii) any other moneys secured by the Security Trust Deed, within
                    10 Business Days of the due date for payment (or within any
                    applicable grace period agreed with the Mortgagee (as
                    defined in the Security Trust Deed) to whom the moneys
                    relate).

                    However, it will not be an Event of Default if the Issuer
                    fails to pay any moneys secured by the Security Trust Deed:


                    (A)  which are subordinated to payment of amounts due to
                         Redraw Noteholders and Class A Noteholders while any
                         moneys secured by the Security Trust Deed remain owing:

                         (1)  to Redraw Noteholders and Class A Noteholders; or

                         (2)  which rank in priority to amounts due to Redraw
                              Noteholders and Class A Noteholders; or

                    (B)  which are subordinated to payment of amounts due to
                         Class AB Noteholders while any moneys secured by the
                         Security Trust Deed remain owing:

                         (1)  to Class AB Noteholders; or

                         (2)  which rank in priority to amounts due to Class AB
                              Noteholders; or


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                    (C)  where the Issuer had sufficient available funds with
                         its bankers with which any bank accounts of the Trust
                         are held and had given instructions to those bankers to
                         make that payment, and that the payment would have been
                         made but for temporary technical or administrative
                         difficulties outside the control of the Issuer.


          (b)  The Issuer fails to perform or observe any other provisions
               (other than an obligation referred to in paragraph (a)) of a
               Transaction Document (including any representation, warranty or
               undertaking) and that default (if in the opinion of the Security
               Trustee is capable of remedy) is not remedied within 30 days
               after written notice (or such longer period as may be specified
               in the notice) from the Security Trustee requiring the failure to
               be remedied.

          (c)  Any of the following occurs in relation to the Issuer (in its
               capacity as trustee of the Trust):

               (i)  an administrator of the Issuer is appointed;

               (ii) except for the purpose of a solvent reconstruction or
                    amalgamation:

                    (A)  an application or an order is made, proceedings are
                         commenced, a resolution is passed or proposed in a
                         notice of meeting or an application to a court or other
                         steps (other than frivolous or vexatious applications,
                         proceedings, notices and steps) are taken for:

                         (1)  the winding up, dissolution or administration of
                              the Issuer; or

                         (2)  the Issuer entering into an arrangement,
                              compromise or composition with or assignment for
                              the benefit of its creditors or a class of them;
                              or

                    (B)  the Issuer ceases, suspends or threatens to cease or
                         suspend the conduct of all or substantially all of its
                         business or disposes of or threatens to dispose of
                         substantially all of its assets;

              (iii) the Issuer is or states that it is, or under applicable
                    legislation is taken to be, unable to pay its debts (other
                    than as the result of a failure to pay a debt or claim the
                    subject of a good faith dispute) or stops or suspends or
                    threatens to stop or suspend payment of all or a class of
                    its debts (except, where this occurs only in relation to
                    another trust of which it is the trustee) and, for the
                    avoidance of doubt, an inability of the Issuer in its
                    capacity as trustee of the Trust to pay its debts does not
                    include the Issuer making any drawings under a Support
                    Facility in accordance with the Transaction Documents;

               (iv) a receiver, receiver and manager or administrator is
                    appointed (by the Issuer or by any other person) to all or
                    substantially all of the assets and undertaking of the
                    Issuer;

               (v)  an application is made to a court for an order appointing a
                    liquidator or provisional liquidator in respect of the
                    Issuer, or one of them is appointed, whether or not under an
                    order;
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               (vi) as a result of the operation of section 459F(1) of the
                    Corporations Act, the Issuer is taken to have failed to
                    comply with a statutory demand;

              (vii) the Issuer is or makes a statement from which it may be
                    reasonably deduced that the Issuer is, the subject of an
                    event described in section 459C(2)(b) or section 585 of the
                    Corporations Act;

             (viii) the Issuer takes any step to obtain protection or is
                    granted protection from its creditors, under any applicable
                    legislation; or

               (ix) anything analogous to an event referred to in sub-paragraphs
                    (i) to (viii) (inclusive) or having substantially similar
                    effect occurs with respect to the Issuer.

          (d)  The charge created by the Security Trust Deed is not or ceases to
               be a first ranking charge over the assets of the Trust, or any
               other obligation of the Issuer (other than as mandatorily
               preferred by law) ranks ahead of or pari passu with any of the
               moneys secured by the Security Trust Deed.

          (e)  Any security interest over the assets of the Trust is enforced.


          (f)  (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 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.


          (g)  (i)  All or any part of any Transaction Document (other than an
                    Interest Rate Swap or a Currency Swap) is terminated or is
                    or becomes void, illegal, invalid, unenforceable or of
                    limited force and effect; or

               (ii) a party becomes entitled to terminate, rescind or avoid all
                    or part of any Transaction Document (other than an Interest
                    Rate Swap or a Currency Swap).

          (h)  Without the prior consent of the Security Trustee:

               (i)  the Trust is wound up, or the Issuer is required to wind up
                    the Trust under the Master Trust Deed or applicable law, or
                    the winding up of the Trust commences;

               (ii) the Trust is held or is conceded by the Issuer not to have
                    been constituted or to have been imperfectly constituted; or

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              (iii) unless another trustee is appointed to the Trust under the
                    Transaction Documents, the Issuer ceases to be authorised
                    under the Trust to hold the property of the Trust in its
                    name and to perform its obligations under the Transaction
                    Documents.

          In the event that the charge constituted by the Security Trust Deed
          becomes enforceable following an event of default under the Notes any
          funds resulting from the realisation of such charge will be applied in
          accordance with the order of priority of payments as stated in the
          Security Trust Deed.

10.       CONDITION 10.  ENFORCEMENT
--------------------------------------------------------------------------------

          (a)  At any time after an Event of Default occurs, the Security
               Trustee must (subject to being appropriately indemnified), if so
               directed by an Extraordinary Resolution of the Voting Mortgagees
               (being 75% of votes capable of being cast by Voting Mortgagees
               present in person or by proxy of the relevant meeting or a
               written resolution signed by all Voting Mortgagees) declare the
               Notes immediately due and payable and declare the charge to be
               enforceable. If an Extraordinary Resolution of Voting Mortgagees
               referred to above elects not to direct the Security Trustee to
               enforce the Security Trust Deed, in circumstances where the
               Security Trustee could enforce, the Note Trustee must, at the
               direction of the relevant Class of US$ Noteholders (by an
               Extraordinary Resolution of those US$ Noteholders (as defined in
               the Note Trust Deed) or in writing by the holders of at least 75%
               of the aggregate Principal Amount of the US$ Notes in that
               Class), direct the Security Trustee to enforce the Security Trust
               Deed on behalf of that Class of Noteholders.

               VOTING MORTGAGEE means:


               (i)  with respect only to the enforcement of the charge under the
                    Security Trust Deed, for so long as the amounts outstanding
                    under the Redraw Notes, the Class A Notes and the Class AB
                    Notes are 75% or more of all amounts secured by the Security
                    Trust Deed, the Redraw Noteholders, the Class A Noteholders
                    and the Class AB Noteholders (being, in the case of the
                    Class A Noteholders and the Class AB Noteholders, the Note
                    Trustee or, if the Note Trustee has become bound to take
                    steps and/or to proceed under the Security Trust Deed and
                    fails to do so within a reasonable time and such failure is
                    continuing, the Class A Noteholders and the Class AB
                    Noteholders and then only if and to the extent that the
                    Class A Noteholders and the Class AB Noteholders are able to
                    do so under the Transaction Documents); and


               (ii) at any other time (subject to the Note Trust Deed and the
                    Security Trust Deed):


                    (A)  the Note Trustee acting on behalf of the US$
                         Noteholders or, if the Note Trustee has become bound to
                         take steps and/or to proceed under the Security Trust
                         Deed and fails to do so within a reasonable time and
                         such failure is continuing, the US$ Noteholders and
                         then only if and to the extent that the US$ Noteholders
                         are able to do so under the Transaction Documents and
                         Australian law); and


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                    (B)  each other Mortgagee under the Security Trust Deed
                         (other than the US$ Noteholders).


                    Subject to being indemnified in accordance with the Security
                    Trust Deed, the Security Trustee must take all action
                    necessary to give effect to any Extraordinary Resolution of
                    the Voting Mortgagees and must comply with all directions
                    contained in or given pursuant to any Extraordinary
                    Resolution of the Voting Mortgagees in accordance with the
                    Security Trust Deed.

                    No Noteholder (in its capacity as Noteholder) is entitled to
                    enforce the Security Trust Deed or to appoint or cause to be
                    appointed a receiver to any of the assets secured by the
                    Security Trust Deed or otherwise to exercise any power
                    conferred by the terms of any applicable law on chargees
                    except as provided in the Security Trust Deed and as
                    referred to in (A) above.

          (b)  If any of the US$ Notes remain outstanding and are due and
               payable otherwise than by reason of a default in payment of any
               amount due on the US$ Notes, the Note Trustee must not vote under
               the Security Trust Deed to enforce the Security Trust Deed or
               dispose of the property mortgaged or charged by the Security
               Trust Deed or any security interest in favour of the Security
               Trustee securing the Secured Moneys (the MORTGAGED PROPERTY)
               unless either:

               (i)  the Note Trustee is of the opinion, reached after
                    considering at any time and from time to time the advice of
                    a merchant bank or other financial advisor selected by the
                    Note Trustee, that a sufficient amount would be realised to
                    discharge in full all amounts owing to the US$ Noteholders
                    and any other amounts payable by the Issuer ranking in
                    priority to or pari passu with the US$ Notes; or

               (ii) the Note Trustee is of the opinion, reached after
                    considering at any time and from time to time the advice of
                    a merchant bank or other financial advisor selected by the
                    Note Trustee, that the cash flow receivable by the Issuer
                    (or the Security Trustee under the Security Trust Deed) will
                    not (or that there is a significant risk that it will not)
                    be sufficient, having regard to any other relevant actual,
                    contingent or prospective liabilities of the Issuer, to
                    discharge in full in due course all the amounts referred to
                    in sub-paragraph (i).

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

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          (d)  Subject to the provisions of the Note Trust Deed, the Note
               Trustee will not be bound to vote under the Security Trust Deed
               or to take any proceedings, actions or steps under, or any other
               proceedings pursuant to or in connection with the Security Trust
               Deed, the Note Trust Deed or any US$ Notes, unless directed or
               requested to do so: (i) by an Extraordinary Resolution of the
               relevant Class of US$ Noteholders; or (ii) in writing by the
               holders of at least three-quarters of the aggregate Principal
               Amount of the relevant Class of US$ Notes, and then only if the
               Note Trustee is indemnified to its satisfaction against all
               action, proceedings, claims and demands to which it may render
               itself liable and all costs, charges, damages and expenses which
               it may incur by so doing.

          (e)  Only the Security Trustee may enforce the provisions of the
               Security Trust Deed and neither the Note Trustee nor any holder
               of a US$ Note is entitled to proceed directly against the Issuer
               to enforce the performance of any of the provisions of the
               Security Trust Deed or the US$ Notes (including these Conditions)
               except as provided for in the Security Trust Deed and the Note
               Trust Deed.

          (f)  The rights, remedies and discretions of the US$ Noteholders under
               the Security Trust Deed including all rights to vote or give
               instructions or consent can only be exercised by the Note Trustee
               on behalf of the US$ Noteholders in accordance with the Security
               Trust Deed. The Security Trustee may rely on any instructions or
               directions given to it by the Note Trustee as being given on
               behalf of the US$ Noteholders from time to time and need not
               enquire whether the Note Trustee or the US$ Noteholders from time
               to time have complied with any requirements under the Note Trust
               Deed or as to the reasonableness or otherwise of the Note
               Trustee. The Security Trustee is not obliged to take any action,
               give any consent or waiver or make any determination under the
               Security Trust Deed without being directed to do so by the Voting
               Mortgagees in accordance with the Security Trust Deed.

          (g)  Prior to the Security Trustee becoming actually aware of the
               occurrence of an Event of Default and provided that it has been
               indemnified in accordance with the Security Trust Deed, the
               Security Trustee may enforce the Security Trust Deed without an
               Extraordinary Resolution of the Voting Mortgagees if it believes
               (in its absolute discretion) that it is necessary to do so to
               protect the interests of the Mortgagees (provided that it must
               enforce the Security Trust Deed if so directed by an
               Extraordinary Resolution of the Voting Mortgagees).


          Upon enforcement of the charge created by the Security Trust Deed, the
          net proceeds of enforcement may be insufficient to pay all amounts due
          on redemption of the Notes. The proceeds from enforcement (which will
          not include amounts required by law to be paid to the holder of any
          prior ranking security interest, and the proceeds of cash collateral
          lodged with and payable to a Swap Provider or other provider of a
          Support Facility) will be applied in the order of priority as set out
          in the Security Trust Deed. Any claims of the Noteholders remaining
          after realisation of the charge and application of the proceeds will,
          except in certain limited circumstances, be extinguished.

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11.       CONDITION 11.  REPLACEMENT OF US$ NOTES
--------------------------------------------------------------------------------


          If any US$ Note is lost, stolen, mutilated, defaced or destroyed, it
          may be replaced at the specified office of any Paying Agent upon
          payment by the claimant of the costs incurred in connection with that
          replacement and on such terms as to evidence and indemnity as the
          Paying Agent may reasonably require. Mutilated or defaced US$ Notes
          must be surrendered before replacements will be issued.

12.       CONDITION 12.  NOTICES
--------------------------------------------------------------------------------

          (a)  Where the Note Trust Deed or these Conditions provide for notice
               to US$ Noteholders of any event, such notice shall be
               sufficiently given (unless otherwise provided by law or otherwise
               herein expressly provided) if:

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

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

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

          (b)  If, for any reason, it is impractical to give notice in the
               manner provided in paragraph (ii) of Condition 12(a), then the
               manner of giving notice referred to in paragraph (i) of Condition
               12(a) shall be deemed to be a sufficient giving of notice.

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

13.       CONDITION 13.  MEETINGS OF VOTING MORTGAGEES AND MEETINGS OF US$
          NOTEHOLDERS; MODIFICATIONS; CONSENTS; WAIVER
--------------------------------------------------------------------------------

          The Security Trust Deed contains provisions for convening meetings of
          the Voting Mortgagees to, among other things, enable the Voting
          Mortgagees to direct or consent to the Security Trustee taking or not
          taking certain actions under the Security Trust Deed, for example to
          enable the Voting Mortgagees to direct the Security Trustee to enforce
          the Security Trust Deed.

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          The Note Trust Deed contains provisions for convening meetings of
          (among others) US$ Noteholders and Classes of US$ Noteholders to
          consider any matter affecting their interests, including the directing
          of the Note Trustee to direct the Security Trustee to enforce the
          charge under the Security Trust Deed, or the sanctioning by
          Extraordinary Resolution of a Class of US$ Noteholders of a
          modification of that Class of US$ Notes (including these Conditions)
          or the provisions of any of the Relevant Documents, provided that no
          modification of certain terms including, among other things, the date
          of maturity of any US$ Notes, or a modification which would have the
          effect of altering the amount of interest payable in respect of a US$
          Note or modification of the method of calculation of the interest
          payable or of the date for payment of interest in respect of any US$
          Notes, reducing or cancelling the amount of principal payable in
          respect of any US$ Notes or altering the majority required to pass an
          Extraordinary Resolution or altering the currency of payment of any
          US$ Notes or an alteration of the date or priority of payment of
          interest on, or redemption of, any US$ Notes (any such modification
          being referred to below as a BASIC TERMS MODIFICATION) will be
          effective except that, if the Note Trustee is of the opinion that such
          a Basic Terms Modification is being proposed by the Issuer as a result
          of, or in order to avoid, an Event of Default, such Basic Terms
          Modification may be sanctioned by Extraordinary Resolution of the
          relevant Class of US$ Noteholders as described below. The quorum at
          any meeting of a Class of US$ Noteholders for passing an Extraordinary
          Resolution will be two or more persons holding or representing over
          50% of the aggregate Principal Amount of the US$ Notes in that Class
          then outstanding or, at any adjourned meeting, two or more persons
          being or representing US$ Noteholders in that Class whatever the
          aggregate Principal Amount of the US$ Notes so held or represented
          except that, at any meeting the business of which includes the
          sanctioning of a Basic Terms Modification, the necessary quorum for
          passing an Extraordinary Resolution will be two or more persons
          holding or representing 75% or at any adjourned such meeting 25%, or
          more of the aggregate Principal Amount of the US$ Notes in that Class
          then outstanding. An Extraordinary Resolution passed at any meeting of
          a Class of US$ Noteholders will be binding on all US$ Noteholders in
          that Class, whether or not they are present at the meeting. The
          majority required for an Extraordinary Resolution will be 75% of the
          votes cast in respect of that Extraordinary Resolution.

          Pursuant to the terms of the Note Trust Deed, the Note Trustee, the
          Trust Manager and the Issuer may agree, without the consent of the US$
          Noteholders, among other things, to any alteration, addition or
          modification to the Notes or any Transaction Document that is:

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

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

          (c)  in the opinion of the Note Trustee appropriate or expedient as a
               consequence of an amendment to any law or regulation or altered
               requirements of any governmental authority; or

          (d)  in the opinion of the Note Trustee neither prejudicial nor likely
               to be prejudicial to the interests of the US$ Noteholders.

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          The Note Trustee may also, in accordance with the Note Trust Deed and
          without the consent of the US$ Noteholders (but not in contravention
          of an Extraordinary Resolution), waive or authorise any breach or
          proposed breach of the US$ Notes (including these Conditions) or any
          Transaction Document or determine that any Event of Default or any
          condition, event or act which with the giving of notice and/or lapse
          of time and/or the issue of a certificate would constitute an Event of
          Default will not, or will not subject to specified conditions, be
          treated as such. Any such modification, waiver, authorisation or
          determination will be binding on the US$ Noteholders and, if, but only
          if, the Note Trustee so requires, any such modification must be
          notified to the US$ Noteholders in accordance with Condition 12 as
          soon as practicable.

14.       CONDITION 14.  INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE
          AND THE SECURITY TRUSTEE
--------------------------------------------------------------------------------

          The Note Trust Deed and the Security Trust Deed contain provisions for
          the indemnification of the Note Trustee and the Security Trustee
          (respectively) and for their relief from responsibility, including
          provisions relieving them from taking proceedings to realise the
          charge under the Security Trust Deed and to obtain repayment of the
          US$ Notes unless indemnified to their satisfaction. Each of the Note
          Trustee and the Security Trustee is entitled to enter into business
          transactions with the Issuer and/or any other party to the Relevant
          Documents without accounting for any profit resulting from such
          transactions. Except in the case of negligence, fraud or wilful
          default, neither the Security Trustee nor the Note Trustee will be
          responsible for any loss, expense or liability which may be suffered
          as a result of any assets secured by the Security Trust Deed, other
          Mortgaged Property or any related deeds or documents of title, being
          uninsured or inadequately insured or being held by or to the order of
          the Servicer or any of its affiliates or by clearing organisations or
          their operators or by any person on its behalf if prudently chosen in
          accordance with the Transaction Documents.

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

15.       CONDITION 15.  LIMITATION OF LIABILITY OF THE ISSUER
--------------------------------------------------------------------------------

          (a)  GENERAL

               Clause 32 of the Master Trust Deed applies to the obligations and
               liabilities of the Issuer in relation to the US$ Notes.

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

               (i)  The Transaction Documents apply to the Issuer only in its
                    capacity as trustee of the Trust and in no other capacity. A
                    liability incurred by the Issuer acting in its capacity as
                    trustee of the Trust arising under or in connection with the
                    Transaction Documents or the Trust is limited to and can be
                    enforced against the


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                    Issuer only to the extent to which it can be satisfied out
                    of property of the Trust out of which the Issuer is actually
                    indemnified for the liability. This limitation of the
                    Issuer's liability applies despite any other provision of
                    the Transaction Documents and extends to all liabilities and
                    obligations of the Issuer in any way connected with any
                    representation, warranty, conduct, omission, agreement or
                    transaction related to the Transaction Documents or the
                    Trust.

               (ii) The parties other than the Issuer may not sue the Issuer in
                    any capacity other than as trustee of the Trust or seek the
                    appointment of a receiver (except in relation to the assets
                    of the Trust), liquidator, administrator or similar person
                    to the Issuer or prove in any liquidation, administration or
                    arrangements of or affecting the Issuer (except in relation
                    to the assets of the Trust).

              (iii) The provisions of this Condition 15 do not apply to any
                    obligation or liability of the Issuer to the extent that it
                    is not satisfied because under a Transaction Document or by
                    operation of law there is a reduction in the extent of the
                    Issuer's indemnification out of the Assets of the Trust as a
                    result of the Issuer's fraud, negligence, or wilful default.

               (iv) It is acknowledged that the Relevant Parties are responsible
                    under the Transaction Documents for performing a variety of
                    obligations relating to the Trust. No act or omission of the
                    Issuer (including any related failure to satisfy its
                    obligations or breach of representation or warranty under
                    the Transaction Documents) will be considered fraud,
                    negligence or wilful default of the Issuer for the purpose
                    of paragraph (iii) of this Condition 15 to the extent to
                    which the act or omission was caused or contributed to by
                    any failure by any Relevant Party (other than a person whose
                    acts or omissions the Issuer is liable for in accordance
                    with the Transaction Documents) to fulfil its obligations
                    relating to the Trust or by any other act or omission of any
                    Relevant Party (other than a person whose acts or omissions
                    the Issuer is liable for in accordance with the Transaction
                    Documents) regardless of whether or not that act or omission
                    is purported to be done on behalf of the Issuer.

               (v)  No attorney, agent, receiver or receiver and manager
                    appointed in accordance with a Transaction Document has
                    authority to act on behalf of the Issuer in a way which
                    exposes the Issuer to any personal liability and no act or
                    omission of any such person will be considered fraud,
                    negligence or wilful default of the Issuer for the purpose
                    of paragraph (iii) of this Condition 15, provided (in the
                    case of any person selected and appointed by the Issuer)
                    that the Issuer has exercised reasonable care in the
                    selection of such persons.

               (vi) In this Condition 15(b), RELEVANT PARTY means each of the
                    Trust Manager, the Servicer, the Calculation Agent, each
                    Paying Agent, the Note Trustee and any Support Facility
                    Provider.

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16.       CONDITION 16.  GOVERNING LAW
--------------------------------------------------------------------------------


          The US$ Notes and the Relevant Documents are governed by, and shall be
          construed in accordance with, the laws of New South Wales, Australia.
          The Note Trust Deed is governed by the laws of New South Wales,
          Australia except for clauses 13 and 34 of the Note Trust Deed, its
          standard of care under clause 14 of the Note Trust Deed and the
          administration of the trust constituted under the Note Trust Deed
          which are governed by the law of the State of New York.





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SUMMARY OF PROVISIONS RELATING TO THE US$ NOTES WHILE IN GLOBAL FORM
--------------------------------------------------------------------------------


Each of the US$ Notes will initially be represented by typewritten book-entry
notes (the GLOBAL NOTES), without coupons, in the principal amount of US$[*] and
US$[*] respectively (in the case of the Class A Global Notes), US$[*] (in the
case of the Class AB Global Notes) and US$[*] (in the case of the Class B Global
Notes). The Global Notes will be deposited with the Common Depository for DTC on
or about the Closing Date. Upon deposit of the Global Notes with the Common
Depository, DTC will credit each investor in the US$ Notes with a principal
amount of US$ Notes for which it has subscribed and paid.


Each Global Note will be exchangeable for definitive Notes in certain
circumstances described below.

(a)  PAYMENTS

Interest and principal on each Global Note will be payable by the each Paying
Agent to the Common Depository.

Each of the persons appearing from time to time as the beneficial owner of a US$
Note will be entitled to receive any payment so made in respect of that US$ Note
in accordance with the respective rules and procedures of DTC. Such persons will
have no claim directly against the Issuer in respect of payments due on the US$
Notes which must be made by the Issuer to the holder of the relevant Global Note
for so long as such Global Note is outstanding.

A record of each payment made on a Global Note, distinguishing between any
payment of principal and any payment of interest, will be recorded in the Note
Register by the Note Registrar and such record shall be prima facie evidence
that the payment in question has been made.

(b)  EXCHANGE

A Global Note will be exchangeable for Definitive Notes only if:


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

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

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

If any event referred to above occurs, the Trust Manager must direct the Issuer
to, and the Issuer must (at its expense), within 30 days of becoming aware of
the occurrence of the relevant event, issue Definitive Notes in exchange for the
whole of the outstanding interest in the relevant Global Note.

(c)  NOTICES

So long as the US$ Notes are represented by Global Notes and the same are held
on behalf of a Clearing Agency, notices to US$ Noteholders may be given to the
relevant Clearing Agency for communication by it

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to entitled account holders in substitution for delivery to each Note Owner of a
US$ Note as required by the relevant Conditions.

(d)  CANCELLATION

Cancellation of any US$ Note required by the relevant Conditions will be
effected by reduction in the principal amount of the relevant Global Note.

















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