<PAGE>


NOTE TRUST DEED

PERPETUAL TRUSTEES AUSTRALIA LIMITED
(AS ISSUER)
ABN 86 000 431 827

ME PORTFOLIO MANAGEMENT LIMITED
(AS MANAGER)
ABN 79 005 964 134

THE BANK OF NEW YORK
(AS NOTE TRUSTEE, PRINCIPAL PAYING AGENT, CALCULATION AGENT AND NOTE REGISTRAR)

and

PERPETUAL TRUSTEE COMPANY LIMITED
(AS SECURITY TRUSTEE)
ABN 42 000 001 007





[FREEHILLS LOGO]

MLC Centre Martin Place Sydney New South Wales 2000 Australia
Telephone 61 2 9225 5000  Facsimile 61 2 9322 4000
www.freehills.com  DX 361 Sydney


SYDNEY MELBOURNE PERTH CANBERRA BRISBANE HANOI HO CHI MINH CITY SINGAPORE
Correspondent Offices JAKARTA KUALA LUMPUR

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


Reference PJSR:TEL:25E


<PAGE>
                                                                 Note Trust Deed

CROSS REFERENCE TABLE(1)

-----------------------------------------------------------------------------
TRUST INDENTURE ACT SECTION                           CLAUSE
-----------------------------------------------------------------------------
310      (a)(1)                         39.6
         (a)(2)                         39.1(d)
         (a)(3)                         39.6
         (a)(4)                         38.2(b)
         (a)(5)                         NA(2)
         (b)                            39.6
         (c)                            39.6, 39.1
-----------------------------------------------------------------------------
311      (a)                            13.1
         (b)                            13.1
         (c)                            NA
-----------------------------------------------------------------------------
312      (a)                            51.1, 51.2(a)
         (b)                            51.2(b)
         (c)                            51.2(c)
-----------------------------------------------------------------------------
313      (a)                            51.3
         (b)(1)                         51.3
         (b)(1)                         NA
         (c)                            51.4
         (d)                            51.3
-----------------------------------------------------------------------------
314      (a)(1)                         51.6
         (a)(2)                         51.6
         (a)(3)                         51.6
         (a)(4)                         11.1(j)
         (b)                            11.1(k)
         (c)                            52.1(a)
         (d)                            52.1(b)
         (e)                            52.1(c)
         (f)                            52.1(a)
-----------------------------------------------------------------------------
315      (a)                            13.2(b)
         (b)                            13.4
         (c)                            13.2(a)
         (d)                            13.2(c), (d)
-----------------------------------------------------------------------------
         (e)                            52.2
-----------------------------------------------------------------------------
316      (a)(1)                         52.3
         (a)(2)                         NA
         (b)                            52.4
-----------------------------------------------------------------------------
317      (a)(1)                         6.1
         (a)(2)                         NA
         (b)                            2.6
318      (a)                            52.19
-----------------------------------------------------------------------------

Notes:

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

(2)  NA means not applicable.

--------------------------------------------------------------------------------
                                                                          PAGE 1

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
TABLE OF CONTENTS
Clause                                                                      Page

1        DEFINITIONS AND INTERPRETATION                                      10

         1.1      Definitions and Interpretation                             10
         1.2      Definitions in Master Trust Deed, Supplementary Bond Terms
                  Notice and Conditions                                      13
         1.3      Incorporation by reference                                 13
         1.4      Interpretation                                             13
         1.5      Determination, statement and certificate sufficient
                  evidence                                                   14
         1.6      Document or agreement                                      14
         1.7      Transaction Document                                       14
         1.8      Issuer as trustee                                          14
         1.9      Knowledge of Issuer and Security Trustee                   14
         1.10     Knowledge of the Note Trustee, Calculation
                  Agent, Note Registrar or Principal Paying Agent            15
         1.11     Appointment of the Note Trustee                            15
         1.12     Duration of Trust                                          15
         1.13     Obligations of the Issuer                                  15
         1.14     Limitation of liability of Security Trustee                16
         1.15     Opinion of counsel                                         16

2        PAYMENTS ON NOTES                                                   16

         2.1      Principal amount                                           16
         2.2      Covenant to repay                                          16
         2.3      Deemed payment                                             17
         2.4      Issuer's covenant to Class A Noteholders and the Note
                  Trustee                                                    17
         2.5      Following Event of Default                                 17
         2.6      Requirements of Paying Agent                               19
         2.7      Certification                                              19
         2.8      Determinations                                             19

3        FORM OF, ISSUE OF AND DUTIES AND TAXES ON, NOTES                    20

         3.1      Issue of Book-Entry Notes                                  20
         3.2      Form of Book-Entry Notes                                   20
         3.3      Definitive Notes                                           21
         3.4      Stamp and Other Taxes                                      22
         3.5      Indemnity for non-issue                                    22
         3.6      Note Register and Note Registrar                           23

4        COVENANT OF COMPLIANCE                                              24


5        CANCELLATION OF CLASS A NOTES                                       24

         5.1      Cancellation                                               24
         5.2      Records                                                    25

--------------------------------------------------------------------------------
                                                                          PAGE 2
<PAGE>
                                                                 Note Trust Deed

6        ENFORCEMENT                                                         25

         6.1      Actions following Event of Default                         25
         6.2      Evidence of default                                        25
         6.3      Note Trustee must receive indemnity                        25
         6.4      Restrictions on enforcement                                26
         6.5      Action by Noteholders                                      26

7        PROCEEDINGS                                                         26

         7.1      Acting only on direction                                   26
         7.2      Security Trustee acting                                    27
         7.3      Note Trustee alone entitled to act                         27
         7.4      Available amounts                                          27
         7.5      No obligation to ensure compliance                         28
         7.6      Conflict of interests                                      28
         7.7      Note Trustee may enforce                                   28

8        NOTICE OF PAYMENT                                                   29

9        INVESTMENT BY NOTE TRUSTEE                                          29

10       PARTIAL PAYMENTS                                                    29

11       COVENANTS BY THE ISSUER AND MANAGER                                 30

         11.1     Undertakings                                               30
         11.2     Representations and warranties                             33

12       REMUNERATION OF NOTE TRUSTEE, PRINCIPAL PAYING AGENT,
         CALCULATION AGENT AND NOTE REGISTRAR                                33

         12.1     Fee                                                        33
         12.2     Additional Remuneration                                    33
         12.3     Costs, expenses                                            34
         12.4     Overdue rate                                               34
         12.5     Continuing obligation                                      34
         12.6     Goods and services tax (GST)                               34
         12.7     Currency and VAT                                           35

13       NOTE TRUSTEE                                                        35

         13.1     Preferential collection of claims against
                  Trustee                                                    35
         13.2     Duties of Note Trustee                                     35
         13.3     Obligations of Note Trustee                                36
         13.4     Notice of Defaults                                         36
         13.5     Rights of Note Trustee                                     37
         13.6     Limitation on Note Trustee's' liability                    45
         13.7     Wilful default of the Note Trustee                         45

--------------------------------------------------------------------------------
                                                                          PAGE 3
<PAGE>
                                                                 Note Trust Deed

14       NOTE TRUSTEE'S LIABILITY                                            46

15       DELEGATION BY NOTE TRUSTEE                                          46

16       EMPLOYMENT OF AGENT BY NOTE TRUSTEE                                 47

17       NOTE TRUSTEE CONTRACTING WITH ISSUER                                48

18       APPOINTMENT OF PAYING AGENTS                                        48

19       PAYMENT                                                             49

         19.1     Payment by Issuer                                          49
         19.2     Confirmation                                               49
         19.3     Payments by Paying Agents                                  49
         19.4     Method of Payment - Book-Entry Notes                       50
         19.5     Method of payment - Definitive Notes                       50
         19.6     Late payment                                               50
         19.7     Notice of non-receipt                                      50
         19.8     Reimbursement                                              50
         19.9     Method of payment                                          51
         19.10    No fee  51
         19.11    Securitisation Fund                                        51

20       REPAYMENT                                                           51

21       APPOINTMENT OF THE CALCULATION AGENT                                52

22       DUTIES OF THE CALCULATION AGENT                                     52

23       NOTICE OF ANY WITHHOLDING OR DEDUCTION                              53

24       EARLY REDEMPTION OF NOTES                                           53

25       PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF NOTES            54

26       NOTICES TO NOTEHOLDERS                                              55

27       DOCUMENTS AND FORMS                                                 55

28       AUTHENTICATION                                                      55

29       INDEMNITY                                                           55

30       THE NOTE REGISTER                                                   56

         30.1     Appointment of Note Registrar                              56
         30.2     Details to be kept on the Note Register                    56

--------------------------------------------------------------------------------
                                                                          PAGE 4
<PAGE>
                                                                 Note Trust Deed

         30.3     Payments of Principal and Interest                         57
         30.4     Place of keeping Register, copies and access               57
         30.5     Details on Note Register conclusive                        58
         30.6     Alteration of details on Note Register                     58
         30.7     Rectification of Note Register                             58
         30.8     Correctness of Note Register                               58

31       CHANGES OF NOTE REGISTRAR                                           59

         31.1     Removal                                                    59
         31.2     Resignation                                                59
         31.3     Limitation                                                 59
         31.4     Appointment of new Note Registrar                          59

32       GENERAL                                                             59

         32.1     Communications to Class A Noteholders                      59
         32.2     Intentionally deleted                                      60
         32.3     Identity                                                   60
         32.4     No set-off                                                 60
         32.5     Reliance                                                   61
         32.6     Entitled to deal                                           61
         32.7     Consultation                                               61
         32.8     Duties                                                     61
         32.9     Income Tax Returns                                         61

33       CHANGES IN PAYING AGENTS AND CALCULATION AGENT                      62

         33.1     Removal                                                    62
         33.2     Resignation                                                62
         33.3     Limitation                                                 62
         33.4     Delivery of amounts                                        63
         33.5     Successor to Principal Paying Agent                        64
         33.6     Successor to Calculation Agent                             64
         33.7     Notice to Noteholders                                      65
         33.8     Change in Paying Office or Specified Office                65

34       WAIVER                                                              66

35       AMENDMENT                                                           67

         35.1     Approval                                                   67
         35.2     Resolution of Class A Noteholders                          67
         35.3     Distribution of amendments                                 67
         35.4     Amendments binding                                         67
         35.5     No Rating Agency downgrade                                 68
         35.6     Conformity with TIA                                        68

36       CLASS A NOTEHOLDERS                                                 68

         36.1     Absolute owner                                             68
         36.2     Clearing Agency Certificate                                69

--------------------------------------------------------------------------------
                                                                          PAGE 5
<PAGE>
                                                                 Note Trust Deed

37       CURRENCY INDEMNITY                                                  69

38       NEW NOTE TRUSTEES                                                   71

         38.1     Appointment by Issuer                                      71
         38.2     Appointment by Note Trustee                                71
         38.3     Notice                                                     72

39       NOTE TRUSTEE'S RETIREMENT AND REMOVAL                               72

         39.1     Removal by Issuer                                          72
         39.2     Removal by Class A Noteholders                             72
         39.3     Resignation                                                72
         39.4     Rating Agencies approval                                   73
         39.5     Trust Corporation                                          73
         39.6     Successor to Note Trustee                                  73
         39.7     Notice                                                     74
         39.8     Retention of Lien                                          74
         39.9     Eligibility; Disqualification                              74

40       NOTE TRUSTEE'S POWERS ADDITIONAL                                    74

41       SEVERABILITY OF PROVISIONS                                          75

42       NOTICES                                                             75

         42.1     General                                                    75
         42.2     Details                                                    75
         42.3     Communication through Principal Paying Agent               77

43       GOVERNING LAW AND JURISDICTION                                      77

         43.1     Governing law                                              77
         43.2     Jurisdiction                                               77
         43.3     Agent                                                      78

44       COUNTERPARTS                                                        78

45       LIMITED RECOURSE                                                    78

         45.1     General                                                    78
         45.2     Liability of Issuer limited to its right to indemnity      78
         45.3     Unrestricted remedies                                      79
         45.4     Restricted remedies                                        80
         45.5     Wilful Default of the Issuer                               80

--------------------------------------------------------------------------------
                                                                          PAGE 6
<PAGE>
                                                                 Note Trust Deed


46       SUCCESSOR TRUSTEE                                                   81

47       REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE                    81

48       NO LIABILITY                                                        81

49       PROSPECTUS                                                          82

50       NOTE TRUSTEE'S LIMITED LIABILITY                                    82

         50.1     Reliance on certificate                                    82
         50.2     Note Trustee's reliance on Manager, Security
                  Trustee, Issuer or Mortgage Manager                        82
         50.3     Compliance with laws                                       83
         50.4     Reliance on experts                                        83
         50.5     Oversights of others                                       83
         50.6     Powers, authorities and discretions                        83
         50.7     Impossibility or impracticability                          84
         50.8     Legal and other proceedings                                84
         50.9     No liability except for negligence etc.                    85
         50.10    Further limitations on Note Trustee's
                  liability                                                  85
         50.11    Conflicts                                                  86
         50.12    Information                                                87
         50.13    Investigation by Note Trustee                              87

51       NOTEHOLDERS' LISTS AND REPORTS, CONTINUING SECURITY,
         RELEASES AND WAIVERS                                                87

         51.1     Provision of information                                   87
         51.2     Preservation of Information; Communications
                  to Noteholders                                             87
         51.3     Reports by Note Trustee                                    88
         51.4     Notices to Class A Noteholders; Waiver                     88
         51.5     Trustee's Liability not Affected                           88
         51.6     Reports by Issuer                                          89

52       TRUST INDENTURE ACT - MISCELLANEOUS                                 89

         52.1     Compliance Certificates and Opinions, etc                  89
         52.2     Undertaking for Costs                                      91
         52.3     Exclusions of Section 316                                  91
         52.4     Unconditional Rights of Class A Noteholders
                  to Receive Principal and Interest                          92
         52.5     Continuing Obligation                                      92
         52.6     No Merger                                                  92
         52.7     Waiver                                                     92
         52.8     Consents and Approvals                                     92
         52.9     Written Waiver, Consent and Approval                       92
         52.10    Time of Essence                                            93
         52.11    Moratorium Legislation                                     93
         52.12    Binding on Each Signatory                                  93
         52.13    Counterparts                                               93
         52.14    Assignment                                                 93
         52.15    Power of Attorney                                          93

--------------------------------------------------------------------------------
                                                                          PAGE 7
<PAGE>
                                                                 Note Trust Deed

         52.16    Certificate of Note Trustee                                93
         52.17    Remedies cumulative                                        93
         52.18    Interest on Judgment                                       94
         52.19    Conflict with Trust Indenture Act                          94

53       CONSENT OF CLASS A NOTEHOLDERS                                      94

         53.1     General                                                    94
         53.2     Special Written Approvals                                  94
         53.3     Requirement for writing                                    96
         53.4     Meetings of Class A Noteholders                            96
         53.5     Entire Agreement                                           96

SCHEDULE 1                                                                   98

SCHEDULE 2                                                                  103

SCHEDULE 3 - MEETING PROCEDURES                                             105

SCHEDULE 4 - TERMS AND CONDITIONS OF THE CLASS A NOTES                      109






--------------------------------------------------------------------------------
                                                                          PAGE 8
<PAGE>
--------------------------------------------------------------------------------

THIS NOTE TRUST DEED

     is made on [##] 2003  between  the  following
     parties:

     1.   PERPETUAL TRUSTEES AUSTRALIA LIMITED
          ABN 86 000 431 827
          in its capacity as trustee of the Securitisation Fund
          of Level 7, 39 Hunter Street,
          Sydney, New South Wales
          (ISSUER)

     2.   ME PORTFOLIO MANAGEMENT LIMITED
          ABN 79 005 964 134
          of Level 23, 360 Collins Street,
          Melbourne, Victoria
          (MANAGER)

     3.   THE BANK OF NEW YORK
          of 101 Barclay Street
          Floor 21 West
          New York,  NY  10286
          (NOTE TRUSTEE)

     4.   THE BANK OF NEW YORK
          of 101 Barclay Street
          Floor 21 West
          New York,  NY  10286
          (PRINCIPAL PAYING AGENT)

     5.   THE BANK OF NEW YORK
          of 101 Barclay Street
          Floor 21 West
          New York,  NY  10286
          (CALCULATION AGENT)

     6.   THE BANK OF NEW YORK
          of 101 Barclay Street
          Floor 21 West
          New York,  NY  10286
          (NOTE REGISTRAR)

     7.   PERPETUAL TRUSTEE COMPANY LIMITED
          ABN 42 000 001 007
          in its capacity as security trustee under the Security Trust Deed
          of Level 7, 39 Hunter Street,
          Sydney, New South Wales
          (SECURITY TRUSTEE)

RECITALS

     A.   The Manager has directed the Issuer in accordance with the Master
          Trust Deed to issue mortgage backed pass through floating rate notes
          comprising US$[##] Class A Notes due 1 October 2029and the A$[##]
          Class B Notes due 1 October 2029. The Class A Notes are to be
          constituted and secured in the manner provided in this deed and the
          other Transaction Documents.

--------------------------------------------------------------------------------
                                                                          PAGE 9
<PAGE>
                                                                 Note Trust Deed

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

     C.   The Issuer proposes, at the direction of Manager, to appoint the
          Principal Paying Agent as principal paying agent, the Calculation
          Agent as its reference agent and the Note Registrar as registrar in
          each case in respect of the Class A Notes upon the terms contained in
          this deed.

     D.   Each of the Note Trustee, the Principal Paying Agent, the Calculation
          Agent and the Note Registrar has agreed to act in those respective
          capacities upon the terms of this deed.

THIS DEED WITNESSES

          that in consideration of, among other things, the mutual promises
          contained in this deed, the parties agree:

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

    1.1   DEFINITIONS AND INTERPRETATION

          The following definitions apply unless the context requires otherwise.

          ASSOCIATE has the meaning ascribed to the expression "associate" in
          the Corporations Act;

          AUTHORISATION means any consent, licence, approval or other authority
          or deemed consent, licence approval or other authority;

          CHARGE has the same meaning as in the Security Trust Deed;

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

          CLASS A NOTEOWNER means, with respect to a Book-Entry Note, the person
          who is the beneficial owner of such Book-Entry Note, as reflected in
          the books of the Clearing Agency, or in the books of the person
          maintaining an account with the Clearing Agency or as an indirect
          participant, in each case in accordance with the rules of the Clearing
          Agency.

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

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

          DEFINITIVE NOTE means a Note issued pursuant to clause 3.3 of this
          deed.

          DETERMINATION DATE means with respect to a payment due on a Payment
          Date, the day being two Banking Days prior to that Payment Date.

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

--------------------------------------------------------------------------------
                                                                         PAGE 10

<PAGE>
                                                                 Note Trust Deed

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

          FITCH RATINGS means Fitch, Inc.

          INDEPENDENT means, in relation to a person, that the person:

          (a)   is independent of the Issuer, the Manager, the Mortgage Manager
                and any of their Associates;

          (b)   does not have any direct financial interest or any material
                indirect financial interest (other than less than 5% of the
                outstanding amount of any publicly traded security) in any
                person referred to in paragraph (a); and

          (c)   is not an officer, employee, promoter, underwriter, trustee,
                partner, director or person performing similar functions of any
                person referred to in paragraph (a).

          INDEPENDENT CERTIFICATE means, in relation to any person, a
          certificate or opinion from that person where that person must be
          Independent, which opinion or certificate states that the signer has
          read the definition of Independent in this deed and that the signer is
          Independent within the meaning of that definition.

          MASTER TRUST DEED means the Master Trust Deed for the Superannuation
          Members' Home Loans Trust dated 4 July 1994 between the Issuer as
          Trustee and the Manager, as amended from time to time.

          MATERIAL ADVERSE EFFECT means a material adverse effect on the ability
          of the Issuer to perform its payment obligations under this deed and
          other Transaction Documents or, as the context may require, a material
          adverse effect on the ability of the Note Trustee to perform its
          obligations under this deed.

          NOTE DEPOSITORY AGREEMENT means the agreement entitled "Letter of
          Representations" among the Issuer, Note Trustee (as Agent) and The
          Depository Trust Company, as the initial Clearing Agency, dated as of
          the Closing Date, relating to the Notes, as the same may be amended or
          supplemented from time to time.

          NOTEHOLDERS REPORT means the report to be delivered by the Manager, on
          behalf of the Issuer, in accordance with clause 11.1(n) containing the
          information set out in Schedule 2.

          OFFICER'S CERTIFICATE means a certificate signed by any Authorised
          Signatory of the Issuer or the Manager (as appropriate) on behalf of
          the Issuer, 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 Issuer or the Manager on behalf of the
          Issuer and who shall be satisfactory to the Issuer or the Note
          Trustee, as applicable, and which opinion or opinions shall be
          addressed to the Issuer or the Note Trustee, as applicable, and shall
          be in form and substance satisfactory to the Issuer and the Note
          Trustee, as applicable.

          PAYING AGENT means any institution including, where the context
          permits, the Principal Paying Agent:

--------------------------------------------------------------------------------
                                                                         PAGE 11

<PAGE>
                                                                 Note Trust Deed

          (a)    initially appointed as Principal Paying Agent by the Issuer
                 under this deed; or

          (b)    as may, with the prior written approval of, and on terms
                 previously approved in writing by, the Note Trustee (that
                 approval not to be unreasonably withheld or delayed) from time
                 to time be appointed by the Issuer in relation to the Notes, in
                 each case (except in the case of the initial Principal Paying
                 Agent) where notice of the appointment has been given to the
                 Noteholders under this deed and in accordance with Condition
                 12.

          PAYING OFFICE means, in relation to a Paying Agent, the office of the
          Paying Agent specified in the Class A Notes or this deed as the office
          at which payments in respect of the Class A Notes will be made as
          changed from time to time in accordance with this deed.

          PERSON means any individual, corporation, limited liability company,
          estate, partnership, joint venture, association, joint stock company,
          trust (including any beneficiary thereof), unincorporated organisation
          or government or any agency or political subdivision thereof.

          RECORD DATE means:

          (a)    with respect to the Payment Date of any Book-Entry Note, the
                 close of business on the Banking Day immediately preceding that
                 Payment Date; and

          (b)    with respect to the Payment Date for any Definitive Note, the
                 last day of the calendar month before that Payment Date.

          RESPONSIBLE OFFICER means with respect to the Note Trustee, any of its
          officers, including any Vice President, Assistant Vice President,
          Assistant Treasurer, or any other of its officers customarily
          performing functions similar to those performed by any of them and,
          with respect to a particular matter, any other officer to whom such
          matter is referred because of such officer's knowledge of and
          familiarity with the particular subject.

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

          SECURITISATION FUND means the Securitisation Fund established under
          the Master Trust Deed known as SMHL Global Fund No. 4.

          SPECIFIED OFFICE means, in relation to the Calculation Agent, the
          office of the Calculation Agent specified under this deed as the
          office at which the Calculation Agent will carry out its duties under
          this deed.

          SUPPLEMENTARY BOND TERMS NOTICE means the Supplementary Bond Terms
          Notice dated on or about the date of this deed between the Issuer, the
          Manager, the Note Trustee and the Security Trustee in respect of the
          Securitisation Fund.

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

          TRUST ACCOUNT means the US$ Account or any other account maintained by
          or on behalf of the Issuer in relation to the Securitisation Fund.

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

--------------------------------------------------------------------------------
                                                                         PAGE 12

<PAGE>
                                                                 Note Trust Deed

    1.2   DEFINITIONS IN MASTER TRUST DEED, SUPPLEMENTARY BOND TERMS NOTICE AND
          CONDITIONS

          (a)    Subject to clause 1.1 and the Recitals terms and expressions
                 which are defined in the Master Trust Deed (as amended by the
                 Supplementary Bond Terms Notice), the Supplementary Bond Terms
                 Notice and the Conditions (including in each case by reference
                 to another agreement) have the same meanings when used in this
                 deed unless the context otherwise requires or unless otherwise
                 defined in this deed.

          (b)    No change to the Master Trust Deed or any other document
                 (including the order of payment set out in the Supplementary
                 Bond Terms 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 Noteholder under this deed
                 unless the Note Trustee (or the Noteholders acting under clause
                 6.5, as the case may be) has agreed in writing to the changes
                 under this deed.

    1.3   INCORPORATION BY REFERENCE

          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 meaning in this deed:

          COMMISSION means the Securities and Exchange Commission of the United
          States of America. INDENTURE SECURITIES means the Class A Notes.

          INDENTURE SECURITY HOLDER means a Class A 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 Issuer with respect to
          the Class A Notes.

          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, by reference to
          another statute or defined by or in any rule of or issued by the
          Commission, will have the meaning assigned to them by such
          definitions.

    1.4   INTERPRETATION

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

          (a)    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;

          (b)    an Event of Default subsists until it has been cured or waived
                 in writing by the Note Trustee;

          (c)    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

--------------------------------------------------------------------------------
                                                                         PAGE 13

<PAGE>
                                                                 Note Trust Deed

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

    1.5   ETERMINATION, 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.

    1.6   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.

    1.7   TRANSACTION DOCUMENT

          This deed is a Transaction Document for the purposes of the Master
          Trust Deed.

    1.8   ISSUER AS TRUSTEE

          (a)    In this deed, except where provided to the contrary:

                 (1)    a reference to the Issuer is a reference to the Issuer
                        in its capacity as trustee of the Securitisation Fund
                        only, and in no other capacity; and

                 (2)    a reference to the Security Trustee is a reference to
                        the Security Trustee in its capacity as security trustee
                        under the Security Trust Deed only, and in no other
                        capacity; and

                 (3)    a reference to the assets, business, property or
                        undertaking of the Issuer or the Security Trustee is a
                        reference to the assets, business, property or
                        undertaking of the Issuer or the Security Trustee
                        respectively only in the capacity described in
                        paragraphs (1) and (2) above.

          (b)    The rights and obligations of the parties under this deed
                 relate only to the Securitisation Fund and do not relate to any
                 other Fund (as defined in the Master Trust Deed).

    1.9   KNOWLEDGE OF ISSUER AND SECURITY TRUSTEE

          In relation to the Securitisation Fund, the Issuer and the Security
          Trustee will only be considered to have knowledge, actual knowledge or
          notice of or be aware of any matter or thing if the Issuer or the
          Security Trustee (as the case may be) has

--------------------------------------------------------------------------------
                                                                         PAGE 14

<PAGE>
                                                                 Note Trust Deed

          knowledge, notice or awareness of that matter or thing by virtue of
          the actual notice or awareness of the officers or employees of the
          Issuer or the Security Trustee (as the case may be) who have day to
          day responsibility for the administration of the Securitisation Fund.

    1.10  KNOWLEDGE OF THE NOTE TRUSTEE, CALCULATION AGENT, NOTE REGISTRAR OR
          PRINCIPAL PAYING AGENT

          In relation to the Securitisation Fund, the Note Trustee, the
          Calculation Agent, the Note Registrar and the Principal Paying Agent
          will only be considered to have knowledge or notice of or be aware of
          any matter or thing if the Note Trustee, Calculation Agent, Note
          Registrar or Principal Paying Agent (as the case may be) 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, Calculation Agent, Note Registrar or Principal Paying
          Agent (as the case may be) who have day to day responsibility for the
          administration of the trust, or other duties of the relevant party
          constituted by this deed.

    1.11  APPOINTMENT OF THE NOTE TRUSTEE

          The Note Trustee:

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

          (b)    acknowledges and declares that it:

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

                 (2)    will hold the benefit of the obligations of the Issuer
                        under this deed,

                 in each case, on trust for each Noteholder, in accordance with
                 the terms and conditions of this deed.

    1.12  DURATION OF TRUST

          The trust established pursuant to this deed shall commence on the date
          hereof and shall terminate on the first to occur of:

          (a)    the date on which the Issuer has satisfied in full its
                 obligations to the Class A Noteholders and all Class A Notes
                 have been cancelled or redeemed; and

          (b)    the 80th anniversary of the date of this deed.

    1.13  OBLIGATIONS OF THE ISSUER

          (a)    The Issuer shall not be liable for any act or omission by the
                 Manager where it is acting or fails to act (as the case may be)
                 on behalf of the Issuer under this deed.

          (b)    Where the Manager is empowered to act on behalf of the Issuer,
                 the Manager undertakes to the Issuer that it will duly and
                 punctually perform, on behalf of the Issuer, those obligations,
                 imposed on the Issuer in accordance with the terms of the
                 relevant clause.

--------------------------------------------------------------------------------
                                                                         PAGE 15

<PAGE>
                                                                 Note Trust Deed

    1.14  LIMITATION OF LIABILITY OF SECURITY TRUSTEE

          Notwithstanding any other provision of this deed, the Security Trustee
          will have no liability under or in connection with this deed or any
          other Transaction Document other than to the extent to which the
          liability is able to be satisfied out of the property from which the
          Security Trustee is actually indemnified for the liability. This
          limitation will not apply to a liability of the Security Trustee to
          the extent that it is not satisfied because, under this deed, any
          other Transaction Document or by operation of laws, there is a
          reduction in the extent of the Security Trustee's indemnification as a
          result of the Security Trustee's fraud, negligence or wilful default.
          Nothing in this clause or any similar provision in any other
          Transaction Document limits or adversely affects the powers of the
          Security Trustee, any Receiver or attorney in respect of the Charge as
          defined in the Security Trust Deed or the Charged Property (as defined
          in the Security Trust Deed).

    1.15  OPINION OF COUNSEL

          For the purposes of this deed, the Issuer may where necessary seek,
          and rely conclusively on, any Opinion of Counsel on any matters
          relating to or connected with the TIA. Where the Issuer 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 Issuer in relation to the Securitisation Fund.

--------------------------------------------------------------------------------
2   PAYMENTS ON NOTES

    2.1   PRINCIPAL AMOUNT

          The aggregate principal amount of the Class A Notes is limited to
          US$[##].

    2.2   COVENANT TO REPAY

          (a)    The Issuer covenants that the Issuer will, in accordance with
                 the terms of any Class A Notes (including the Conditions) and
                 the Transaction Documents (and subject to the terms of the
                 Transaction Documents and the Conditions, including, without
                 limitation, clauses 19 and 45 of this deed and Condition 5) at
                 the direction of the Manager on:

                 (1)   the Maturity Date of the Class A Notes; or

                 (2)   each earlier date as those Class A 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 for immediate value the principal amount of those Class A
                 Notes repayable, or in the case of a partial payment of those
                 Class A Notes, the principal amount payable, subject to and in
                 accordance with the terms of those Class A Notes (including the
                 Conditions).

          (b)    Subject to clause 2.3 and to the terms of the Class A Notes
                 (including the Conditions and in particular Condition 6 of the
                 Notes) and the Transaction Documents (including clauses 19 and
                 45 of this deed and Condition 5),

--------------------------------------------------------------------------------
                                                                         PAGE 16

<PAGE>
                                                                 Note Trust Deed

                 until any payment as well after as before any judgment or other
                 order of a court of competent jurisdiction the Issuer shall, at
                 the direction of the Manager, duly and punctually pay or
                 procure to be paid unconditionally in accordance with this deed
                 to or to the order of the Note Trustee any interest, at the
                 respective rates and calculated in accordance with and payable
                 on the dates provided for in the Conditions.

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

    2.3   DEEMED PAYMENT

          Any payment of principal or interest in respect of any Class A Notes
          to or to the account of the Principal Paying Agent in the manner
          provided in clause 19 shall satisfy the covenant in relation to those
          Class A Notes by the Issuer in this clause 2 to the extent of that
          payment, except to the extent that the Principal Paying Agent
          subsequently fails to pay that amount under those Class A Notes in
          accordance with the terms of those Class A Notes (including the
          Conditions).

    2.4   ISSUER'S COVENANT TO CLASS A NOTEHOLDERS AND THE NOTE TRUSTEE

          Subject to the terms of the Master Trust Deed and the Supplementary
          Bond Terms Notice, the Issuer:

          (a)    acknowledges its indebtedness in respect of the Invested Amount
                 of each Class A Note and interest thereon;

          (b)    covenants for the benefit of each Class A Noteholder and the
                 Note Trustee that it will (subject to receiving any directions
                 required under and given in accordance with the Transaction
                 Documents):

                 (1)    make all payments on or in respect of the Class A Notes
                        held by that Class A Noteholder on the applicable
                        Payment Date;

                 (2)    comply with the terms of the Supplementary Bond Terms
                        Notice and the Transaction Documents in which it is a
                        party; and

                 (3)    pay the Outstanding Principal Balance in relation to the
                        Class A Notes held by that Class A Noteholder on the
                        Final Maturity Date and accrued and unpaid interest on
                        the Invested Amount.

    2.5   FOLLOWING EVENT OF DEFAULT

          (a)    At any time when an Event of Default in respect of the Class A
                 Notes is subsisting, or at any time after Definitive Notes have
                 not been issued when so required in accordance with the
                 Conditions, the Note Trustee may:

                 (1)    by notice in writing to the Issuer, the Manager, the
                        Principal Paying Agent, the other Paying Agents and the
                        Calculation Agent and until such notice is withdrawn,
                        require the Principal Paying Agent, the other Paying
                        Agents and the Calculation Agent either:

                        (A)   (i)   to act as Principal Paying Agent and 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

--------------------------------------------------------------------------------
                                                                         PAGE 17

<PAGE>
                                                                 Note Trust Deed

                                    this deed on the terms of this deed except
                                    that the Note Trustee's liability 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

                              (ii)  to hold all Definitive Notes and all
                                    amounts, documents and records held by them
                                    in respect of the Class A Notes on behalf of
                                    the Note Trustee; or

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

                 (2)    by notice in writing to the Issuer require it to make
                        all subsequent payments in respect of the Class A Notes
                        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 Issuer and until that notice is
                        withdrawn, clause 2.3 shall not apply.

          (b)    The payment by the Issuer of its payment obligations on each
                 Payment Date under the Supplementary Bond Terms Notice and the
                 Conditions to the Note Trust Deed in accordance with paragraph
                 (a) shall be a good discharge to the Issuer and the Issuer
                 shall not be liable for any act or omission or default of the
                 Note Trustee during the period it is required to make payment
                 to the Note Trustee under paragraph (a).

          (c)    The Issuer shall not be liable for any act or omission or
                 default of the Note Trustee during the period it is required to
                 make payments in respect of the Class A Notes to the Note
                 Trustee under paragraph (a).

          (d)    At any time whilst an Event of Default is subsisting which has
                 not been waived, if the Calculation Agent for any reason does
                 not determine the Interest Rate or calculate the Interest for a
                 Class A Note, the Note Trustee shall do so and each such
                 determination or calculation shall be deemed to have been made
                 by the Calculation Agent. In doing so, the Note Trustee shall
                 apply the provisions of clause 22, with any necessary
                 consequential amendments, to the extent that, in its opinion,
                 it can do so, and, in all other respects it shall do so in such
                 a manner as it shall deem fair and reasonable in all the
                 circumstances.

          (e)    The Issuer, the Manager, the Note Trustee, the Security Trustee
                 and the Paying Agents may treat a Class A Noteholder as the
                 absolute owner of a Class A Note (whether or not that Class A
                 Note is overdue and despite any notation or notice to the
                 contrary or writing on it or any notice of previous loss or
                 theft of it or of trust or other interest in it) for the
                 purpose of making payment and for all other purposes.

--------------------------------------------------------------------------------
                                                                         PAGE 18

<PAGE>
                                                                 Note Trust Deed

    2.6   REQUIREMENTS OF PAYING AGENT

          The Principal Paying Agent agrees with the Note Trustee, subject to
          the provisions of this clause, that it shall:

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

          (b)    immediately notify in writing the Note Trustee, the Issuer, the
                 Security Trustee and the Manager if the full amount of any
                 payment of principal or interest required to be made by the
                 Supplementary Bond Terms Notice and the relevant Conditions in
                 respect of the Class A Notes is not unconditionally received by
                 it or to its order in accordance with this deed.

    2.7   CERTIFICATION

          For the purposes of any redemption of Class A Notes under Condition 5
          the Note Trustee may rely upon an Officer's Certificate from the
          Manager certifying or stating the opinion of each person signing that
          Officer's Certificate as to the following matters:

          (a)    the fair value (within 90 days of such release) of the property
                 or securities to be released from the Security Trust Deed;

          (b)    that 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

          (c)    that the Issuer will be in a position to discharge all its
                 liabilities in respect of the relevant Class A Notes and any
                 amounts required under the Security Trust Deed to be paid in
                 priority to or pari passu with those Class A Notes,

          and that Officer's Certificate shall be conclusive and binding on the
          Issuer, the Note Trustee and the holders of those Class A Notes.

    2.8   DETERMINATIONS

          If the Manager does not at any time for any reason determine a
          Principal Entitlement or the Outstanding Principal Balance or the
          Invested Amount applicable to any Class A Notes in accordance with
          Condition 5(g), the Principal Entitlement, the Outstanding Principal
          Balance and the Invested Amount (as the case may be) may be determined
          by the Calculation Agent (or, failing the Calculation Agent, the Note
          Trustee) in accordance with Condition 5(g) (but based on the
          information in its possession) and each such determination or
          calculation shall be deemed to have been made by the Manager, and
          neither the Calculation Agent nor the Note Trustee shall have any
          liability in respect thereof other than as a result of the fraud,
          negligence or wilful default of the Calculation Agent or the Note
          Trustee as the case may be.

--------------------------------------------------------------------------------
                                                                         PAGE 19

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
3   FORM OF, ISSUE OF AND DUTIES AND TAXES ON, NOTES

    3.1   ISSUE OF BOOK-ENTRY NOTES

          (a)    Each Class of Class A Notes shall, on issue be represented by
                 one or more Book-Entry Notes.

          (b)    Each Book-Entry Note must be signed manually or by facsimile by
                 an Authorised Signatory or attorney of the Issuer on behalf of
                 the Issuer and must be manually authenticated by the Principal
                 Paying Agent.

    3.2   FORM OF BOOK-ENTRY NOTES

          (a)    The Book-Entry Notes shall be typed in the form or
                 substantially in the form set out in schedule 1.

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

          (c)    The Book-Entry Notes shall be in an aggregate principal amount
                 of US$[##] for the Class A Notes.

          (d)    The Manager shall procure that, prior to the issue and delivery
                 of any Book-Entry Note, that Book-Entry Note will be
                 authenticated manually by an Authorised Signatory of the
                 Principal Paying Agent and no Book-Entry Note shall be valid
                 for any purpose unless and until so authenticated. A Book-Entry
                 Note so executed and authenticated shall be a binding and valid
                 obligation of the Issuer. Until a Book-Entry Note (or part of a
                 Book-Entry 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. Each Book-Entry Note shall be
                 subject to this deed except that the registered owner of a
                 Book-Entry Note shall be the only person entitled to receive
                 payments from the Principal Paying Agent of principal or
                 interest in relation to it.

          (e)    The Class A Notes upon original issue will be issued in the
                 form of typewritten Notes representing the Book-Entry Notes.
                 The Manager shall, on the date of this deed, deliver or arrange
                 the delivery on its behalf to the Principal Paying Agent, as
                 agent for the Clearing Agency, of the Book-Entry Notes. The
                 Book-Entry Notes shall initially be registered on the Note
                 Register in the name of the Common Depository as nominee of the
                 Clearing Agency, and no Class A Noteowner will receive a
                 Definitive Note representing such Class A Noteowner's interest
                 in such Note, except as provided in clause 3.3.

          (f)    Whenever a notice or other communication to the Class A
                 Noteholders is required under this deed, unless and until
                 Definitive Notes shall have been issued to a Class A Noteowner
                 pursuant to clause 3.3, the Note Trustee shall give all such
                 notices and communications specified herein to be

--------------------------------------------------------------------------------
                                                                         PAGE 20

<PAGE>
                                                                 Note Trust Deed

                 given to Class A Noteowners to the Common Depository, and shall
                 have no obligation to the Class A Noteowners.

          (g)    Unless and until the Definitive Notes have been issued to a
                 Class A Noteowner pursuant to clause 3.3:

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

                 (2)    the Note Registrar, the Issuer, the Manager, the
                        Security Trustee, each Paying Agent and the Note Trustee
                        shall be entitled to deal with the Clearing Agency for
                        all purposes of this deed (including the payment of
                        principal of and interest on the Class A Notes and the
                        giving of instructions, notices or directions hereunder)
                        as the sole holder of the Class A Notes, and shall have
                        no obligation to any Class A Noteowners and none of the
                        Note Registrar, the Issuer, the Manager, each Paying
                        Agent, and the Note Trustee or the Security Trustee will
                        be affected by notice to the contrary;

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

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

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

    3.3   DEFINITIVE NOTES

          If:

          (a)    the Principal Paying Agent advises the Manager in writing that
                 the Clearing Agency is no longer willing or able to discharge
                 properly its responsibilities as depository for the Class A
                 Notes and the Manager is not able to locate a qualified
                 successor;

          (b)    the Issuer, at the direction of the Manager (at the Manager's
                 option) advises the Principal Paying Agent in writing that it
                 elects to terminate the book-entry system through the Clearing
                 Agency; or

--------------------------------------------------------------------------------
                                                                         PAGE 21

<PAGE>
                                                                 Note Trust Deed

          (c)    after the occurrence of an Event of Default, the Note Trustee,
                 at the written direction of Class A Noteholders holding a
                 majority of the aggregate Outstanding Principal Balance of the
                 Class A 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 Class A Noteowners,

          then the Principal Paying Agent must within 30 days of such event
          instruct the Clearing Agency to notify all of the appropriate Class A
          Noteowners of the occurrence of any such event and of the availability
          of Definitive Notes. Upon the surrender of the Book-Entry Notes to the
          Issuer by the Clearing Agency, and the delivery by the Clearing Agency
          of the relevant registration instructions to the Issuer, the Issuer
          (with the assistance of the Manager) shall execute and procure the
          Principal Paying Agent to authenticate the Definitive Notes in
          accordance with the instructions of the Clearing Agency. The
          Definitive Notes will be serially numbered and shall be typewritten,
          printed, lithographed or engraved or produced by any combination of
          these methods (with or without steel engraved borders).

          None of the Note Registrar, the Paying Agents, the Note Trustee or the
          Issuer shall be liable for any delay in delivery of such instructions
          and may conclusively rely on, and shall be protected in relying on,
          such instructions.

    3.4   STAMP AND OTHER TAXES

          The Manager will pay any stamp and other duties and Taxes (other than
          income tax or any similar tax on net income) payable in Australia or
          the United States on or in connection with:

          (a)    the execution, delivery and performance of the Transaction
                 Documents or any other payment, receipt or other transaction
                 contemplated by the Transaction Documents;

          (b)    the constitution and original issue and delivery of the Class A
                 Notes; and

          (c)    any action taken by the Note Trustee or where permitted under
                 this deed so to do, the Clearing Agency or any Class A
                 Noteowner to enforce or to resolve any doubts concerning, or
                 for any other purpose in relation to, the provisions of the
                 Class A Notes or the Transaction Documents.

          The Manager must indemnify and keep indemnified the Note Trustee, the
          Paying Agent, the Calculation Agent, the Note Registrar, the Issuer
          and the Security Trustee against any loss or liability incurred or
          suffered by those parties as a result of any delay or failure by the
          Manager to pay any such stamp and other duties and Taxes.

    3.5   INDEMNITY FOR NON-ISSUE

          If the Issuer is required to issue, or procure the issue of,
          Definitive Notes following an event specified in clause 3.3(a), (and
          all conditions precedent to such issue have been satisfied) but fails
          to do so within 30 days of delivery to the Issuer of the Book-Entry
          Notes in accordance with clause 3.3 then the Issuer shall (subject to
          clause 45) indemnify the Note Trustee and the Class A Noteholders and
          keep them indemnified, against any loss or damage incurred by any of
          them if the amount received by the Note Trustee and the Class A
          Noteholders is less than the amount that would have been received had
          Definitive Notes been issued within the 30 days referred to in this
          clause 3.5. If the Issuer breaches its

--------------------------------------------------------------------------------
                                                                         PAGE 22

<PAGE>
                                                                 Note Trust Deed

          obligations under clause 3.3, it is acknowledged and agreed that
          damages alone will not be an adequate remedy for such a breach and
          that, in addition to any other rights they may have, the Note Trustee
          and the Class A Noteholders are entitled to sue the Issuer for
          specific performance, injunctive relief or other equitable relief to
          enforce the Issuer's obligations under clause 3.3. The Manager must
          promptly advise the Issuer if it becomes actually aware of the
          occurrence of the relevant event and the Issuer shall promptly notify
          the Note Trustee of the relevant event.

    3.6   NOTE REGISTER AND NOTE REGISTRAR

          (a)    The Note Registrar, on behalf of the Issuer, shall keep or
                 cause to be kept the Note Register and the Note Registrar will
                 be responsible for registering Notes and transfers of Class A
                 Notes as herein provided. The Issuer may, with the consent of
                 the Note Trustee, appoint another person as Note Registrar.
                 Upon any resignation or removal of any Note Registrar under
                 this deed, the Issuer with the assistance of and at the
                 direction of, the Manager shall promptly appoint a successor
                 or, if it elects not to make such an appointment, assume the
                 duties of the Note Registrar.

          (b)    Upon surrender for registration of transfer of any Class A Note
                 to the Note Registrar, if the requirements of Section 8-401(a)
                 of the Uniform Commercial Code of New York (the UCC) are met,
                 the Issuer shall, at the direction of the Manager, execute and
                 upon its written request the Principal Paying Agent shall
                 authenticate and the Class A Noteholder shall obtain from the
                 Note Trustee, in the name of the designated transferee or
                 transferees, one or more new Class A Notes, in any authorised
                 denominations, of the same class and a like aggregate principal
                 amount. The Issuer shall be entitled to rely on any direction
                 given by the Manager under this clause and shall not be under
                 any obligation to investigate or query any such direction.

          (c)    At the option of the Class A Noteholder, Class A Notes may be
                 exchanged for other Class A Notes in any authorised
                 denominations and a like aggregate principal amount, upon
                 surrender of the Class A Notes to be exchanged at such office
                 or agency. Whenever any Class A Notes are so surrendered for
                 exchange, if the requirements of Section 8-401(a) of the UCC
                 are met the Issuer shall, at the direction of the Manager,
                 execute and upon its written request the Principal Paying Agent
                 shall authenticate and the Class A Noteholder shall obtain from
                 the Note Trustee, the Class A Notes which the Class A
                 Noteholder making the exchange is entitled to receive. The
                 Issuer shall be entitled to rely on any direction given by the
                 Manager under this clause and shall not be under any obligation
                 to investigate or query any such direction.

          (d)    Every Class A 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 Class
                 A Noteholder thereof or such Class A Noteholder's attorney duly
                 authorised in writing, with such signature guaranteed by an
                 "eligible guarantor institution" meeting the requirements of
                 the Note Registrar which requirements include membership or
                 participation of Securities Transfer Agents SMHL Global Program
                 (Stamp) or such other "signature guarantee program" as may be
                 determined by the Note

--------------------------------------------------------------------------------
                                                                         PAGE 23

<PAGE>
                                                                 Note Trust Deed

                 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 Class A Noteholder for any
                 registration of transfer or exchange of Class A Notes, but the
                 Note Registrar 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
                 Class A Notes.

          (f)    The preceding provisions of this section notwithstanding, the
                 Issuer shall not be required to make and the Note Registrar
                 need not register transfers or exchanges of Class A Notes, nor
                 the Principal Paying Agent be required to authenticate any
                 Class A Notes selected for redemption for a period of 30 days
                 preceding the due date for any payment with respect to the
                 Class A Note.

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

          The Issuer and the Manager covenant with the Note Trustee that they
          will comply with and perform and observe all material provisions of
          the Class A Notes and Transaction Documents which are expressed to be
          binding on them respectively for the benefit of the Note Trustee or
          any Class A Noteholder. The Transaction Documents and the Conditions
          shall be binding on the Issuer, the Note Trustee and the Class A
          Noteholders. The Note Trustee (or the Class A Noteholders, under
          clause 6.5, as the case may be) is entitled to enforce the obligations
          of the Issuer under the Class A Notes and the Conditions as if the
          same were set out and contained in this deed (which shall be read and
          construed as one document with the Notes). The Note Trustee shall hold
          the benefit of this covenant upon trust for itself and the Class A
          Noteowners according to its and their respective interests.

--------------------------------------------------------------------------------
5   CANCELLATION OF CLASS A NOTES

    5.1   CANCELLATION

          The Note Registrar shall ensure that all Class A Notes:

          (a)    which have been surrendered for payment, registration of
                 transfer, exchange or redemption; or

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

          shall be cancelled by or on behalf of the Issuer and will execute a
          certificate and deliver same to the Note Trustee stating:

          (a)    the aggregate Outstanding Principal Balance of Notes which have
                 been redeemed; and

          (c)    the serial numbers of such Notes in definitive form (where
                 applicable).

--------------------------------------------------------------------------------
                                                                         PAGE 24

<PAGE>
                                                                 Note Trust Deed

    5.2   RECORDS

          The Note Registrar shall procure:

          (a)    the keeping of a full and complete record of all Class A Notes
                 and of their redemption, payment, exchange or cancellation (as
                 the case may be) and of all replacement Class A Notes issued in
                 substitution for lost, stolen, mutilated, defaced or destroyed
                 Definitive Notes;

          (b)    the making available at its Specified Office of such records to
                 the Issuer and the Note Trustee and the Note Registrar on
                 reasonable notice and during business hours promptly following
                 the Note Trustee's request or the Issuer's request for the
                 same.

--------------------------------------------------------------------------------
6   ENFORCEMENT

    6.1   ACTIONS FOLLOWING EVENT OF DEFAULT

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

          (a)    institute any proceedings against the Issuer which are
                 permitted under the Transaction Documents;

          (b)    enforce the security created under the Security Trust Deed
                 (including anything set out in clause 7.2 of the Security Trust
                 Deed); and

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

    6.2   EVIDENCE OF DEFAULT

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

    6.3   NOTE TRUSTEE MUST RECEIVE INDEMNITY

          If:

          (a)    the Note Trustee convenes a meeting of the Class A Noteholders,
                 or is required by the Class A Noteholders to take any action
                 under this Deed, and advises them that the Note Trustee will
                 not act in relation to any matter contemplated by this deed
                 unless it is personally indemnified by the Class A Noteholders
                 (other than the Note Trustee) to its reasonable satisfaction
                 against all actions, proceedings, claims and demands to which
                 it may render itself liable, and all costs, charges, damages
                 and expenses which it may incur, in relation to any matter
                 contemplated by this deed and

--------------------------------------------------------------------------------
                                                                         PAGE 25

<PAGE>
                                                                 Note Trust Deed

                 put in funds to the extent to which it may become liable
                 (including costs and expenses); and

          (b)    the Class A Noteholders refuse to grant the requested indemnity
                 and put the Note Trustee in funds;

          then the Note Trustee will not be obliged to act in relation to such
          matter.

          In those circumstances, the Class A Noteholders may exercise such
          powers as they determine by Extraordinary Resolution.

    6.4   RESTRICTIONS ON ENFORCEMENT

          If any of the Class A Notes remain outstanding and are due and payable
          otherwise than by reason of a default in payment of any amount due on
          any Class A Notes, the Note Trustee must not vote under the Security
          Trust Deed to, or otherwise direct the Security Trustee to, enforce
          the Security Trust Deed or dispose of the Charged Property unless:

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

          (b)    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 (the
                 cost of which advice shall be an Expense incurred by the Note
                 Trustee under the Transaction Documents), that the cash flow
                 receivable by the Issuer (or the Security Trustee under the
                 Security Trust Deed) will not (or that there is a significant
                 risk that it will not) be sufficient, having regard to any
                 other relevant actual, contingent or prospective liabilities of
                 the Issuer, to discharge in full in due course all the amounts
                 referred to in paragraph (a) relating to the Securitisation
                 Fund; or

          (c)    the Note Trustee is so directed by the holders of at least 75%
                 of the aggregate Invested Amount of the Class A Notes.

    6.5   ACTION BY NOTEHOLDERS

          Notwithstanding any other provision of this deed, if the Note Trustee,
          having become bound to take steps and/or proceed under clause 6.1
          and/or the Security Trust Deed, fails to do so within 14 days and such
          failure is continuing any of the Class A Noteholders may do so but
          then only if and to the extent the Class A Noteholders are able to do
          so under the Transaction Documents.

--------------------------------------------------------------------------------
7   PROCEEDINGS

    7.1   ACTING ONLY ON DIRECTION

          (a)    The Note Trustee may, but shall not be bound to, vote under the
                 Security Trust Deed, or otherwise direct the Security Trustee
                 under the Security Trust Deed, to take any proceedings, actions
                 or steps under, or any other proceedings pursuant to or in
                 connection with, the Security Trust Deed, this deed or any
                 Class A Notes and shall be bound to so vote or direct the

--------------------------------------------------------------------------------
                                                                         PAGE 26

<PAGE>
                                                                 Note Trust Deed

                 Security Trustee if directed or requested to do so in writing
                 by the holders of at least 75% of the aggregate Invested Amount
                 of the Class A Notes and then only if the Note Trustee is
                 indemnified to its satisfaction against all actions,
                 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.

          (b)    The Note Trustee shall be protected with respect to any action
                 taken or omitted to be taken by it in good faith in accordance
                 with the direction of the holders of the required aggregate
                 Invested Amount of the Class A Notes in accordance with this
                 deed relating to the time, method and place of conducting any
                 proceeding for any remedy available to, or exercising any trust
                 or power conferred upon it, under this deed.

    7.2   SECURITY TRUSTEE ACTING

          Only the Security Trustee may enforce the provisions of the Security
          Trust Deed and neither the Note Trustee nor any holder of a Class A
          Note is entitled to proceed directly against the Issuer to enforce the
          performance of any of the provisions of the Security Trust Deed or of
          the Class A Notes (including the Conditions), provided that if the
          Security Trustee having become bound to take steps and/or to proceed
          under the Security Trust Deed, fails to do so within a reasonable time
          and such failure is continuing, the Note Trustee and/or Class A
          Noteholders (if entitled under clause 6.5 to act in place of the Note
          Trustee) may proceed directly against the Issuer to the extent
          permitted 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 pursuant 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 would not incur any
          personal liability in doing so, and the Security Trustee shall not be
          liable for all 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 as a consequence of following those directions.

    7.3   NOTE TRUSTEE ALONE ENTITLED TO ACT

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

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

          (b)    enforce the provisions of,

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

    7.4   AVAILABLE AMOUNTS

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

--------------------------------------------------------------------------------
                                                                         PAGE 27

<PAGE>
                                                                 Note Trust Deed

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

          (b)    the Issuer has entered into a legally binding contract with an
                 entity either whose long term unsecured and unguaranteed debt
                 is rated AA- by S&P or AA- by Fitch Ratings or whose short term
                 unsecured and unguaranteed debt securities are rated A-1+ by
                 S&P or F1+ by Fitch Ratings, provided that in both cases its
                 short term unsecured and unguaranteed debt securities are
                 ranked P-1 by Moody's, to provide sufficient cash on or before
                 the relevant Payment Date to enable the Issuer to discharge the
                 relevant liabilities,

          and in each circumstance the 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 OBLIGATION TO ENSURE COMPLIANCE

          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 failure by the Security Trustee to so comply.

    7.6   CONFLICT OF INTERESTS

          The Note Trustee shall, with respect to all the powers, trusts,
          authorities, duties and discretions vested in it by the Transaction
          Documents, except where expressly provided otherwise, have regard to
          the interests of the Class A Noteholders.

    7.7   NOTE TRUSTEE MAY ENFORCE

          The Note Trustee has the power, subject to clause 45:

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

          (b)    FILE PROOFS: to file such proofs of claim and other payments or
                 documents as may be necessary or advisable in order to have the
                 claims of the Note Trustee and the Class A Noteholders allowed
                 in any judicial proceedings in relation to the Issuer; and

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

--------------------------------------------------------------------------------
                                                                         PAGE 28

<PAGE>
                                                                 Note Trust Deed

          but nothing in this clause 7.7 is to be construed as requiring the
          Note Trustee to take any such action unless it has been directed to do
          so by the holders of at least 75% of the aggregate Invested Amount of
          the Class A Notes and has been indemnified or put in funds to its
          satisfaction by the Class A Noteholders against any liability that it
          may incur as a result of taking such action. If the Note Trustee takes
          any action to enforce any of the provisions of the Class A Notes,
          proof that as regards any Class A Note the Issuer has not paid any
          principal or interest due in respect of that Class A Note will (unless
          the contrary is proved) be sufficient evidence that the Issuer has not
          paid that principal or interest on all other Class A Notes in respect
          of which the relevant payment is then due.

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

          The Principal Paying Agent shall give notice to the Class A
          Noteholders in accordance with Condition 12 of the day fixed for any
          payment to them of amounts received by the Note Trustee under clause
          12 of the Security Trust Deed. Those payments may be made in
          accordance with Condition 6 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

          Any amount which, under the trusts of this deed ought to or may be
          invested by the Note Trustee, may be invested in the name or under the
          control of the Note Trustee at the written direction of the Manager in
          any Authorised Investments. The Note Trustee shall not be liable for
          the selection of investments or for investment losses incurred thereon
          in the absence of fraud, negligence or wilful default on its part.

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

          In the case of Definitive Notes, on any payment of amounts received by
          the Note Trustee under clause 12 of the Security Trust Deed (other
          than the payment in full against surrender of a Definitive Note) the
          Definitive Note in respect of which such payment is made shall be
          produced to the Note Trustee or the Paying Agent by or through whom
          such payment is made and the Note Trustee shall, or shall cause the
          Paying Agent to, enface on the Definitive Note a memorandum of the
          amount and the date of payment, but the Note Trustee may in any
          particular case dispense with that production and enfacement upon the
          Issuer certifying to the Note Trustee that an indemnity has been given
          to the Issuer by the recipient of the payment as the Issuer considers
          sufficient and the Note Trustee shall be entitled to rely on such
          certification.

--------------------------------------------------------------------------------
                                                                         PAGE 29

<PAGE>
                                                                 Note Trust Deed

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

11  COVENANTS BY THE ISSUER AND MANAGER

    11.1  UNDERTAKINGS

          Each of the Issuer and the Manager undertakes to the Note Trustee, on
          behalf of the Class A Noteholders, as follows in relation to the
          Securitisation Fund for so long as any of the Class A Notes remain
          outstanding (except to the extent that the Note Trustee otherwise
          consents in accordance with this deed).

          (a)    (Master Trust Deed covenants) It will comply with its covenants
                 in the Master Trust Deed.

          (b)    (Transaction Documents)

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

                 (2)    It will use 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 material obligations under that
                        Transaction Document.

                 (3)    It shall not amend any Transaction Document in so far as
                        any such amendment affects or relates to the
                        Securitisation Fund without the prior consent of the
                        Note Trustee, other than in the circumstances
                        contemplated in clause 35.1.

          (c)    (Assistance) It will provide to the Note Trustee such
                 information, copies of any accounting records and other
                 documents, statements and reports required to be maintained by,
                 or that are otherwise in the possession of, the Issuer or the
                 Manager, as the case may be in relation to the Fund, as the
                 Note Trustee may reasonably require to enable the Note Trustee
                 to perform its duties and functions under this deed.

          (d)    (Notify Events of Default)

                 (1)    It will promptly notify the Note Trustee in writing if
                        it has knowledge or notice of or is aware of the
                        occurrence of an Event of Default, Trustee's Default or
                        Manager's Default including full details (to the extent
                        known, without making any enquiry) of that Event of
                        Default, Trustee's Default or Manager's Default (as the
                        case may be).

                 (2)    In addition to its obligations under sub-clause item
                        (d)(1) of this clause 11.1, the Manager will confirm to
                        the Note Trustee in an Officer's Certificate, to be
                        provided on each anniversary of this deed:

                        (A)    whether or not the Manager is aware that any
                               Event of Default, Trustee's Default or Manager's
                               Default has occurred and give reasonable details
                               of that event; and

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

--------------------------------------------------------------------------------
                                                                         PAGE 30

<PAGE>
                                                                 Note Trust Deed

          (e)    (Maintenance of Office or Agency) The Manager on behalf of the
                 Issuer will maintain in the Borough of Manhattan, The City of
                 New York an office or agency where Class A Notes which are
                 Definitive Notes may be surrendered for registration of
                 transfer or exchange. The Issuer hereby initially appoints the
                 Principal Paying Agent to serve as its agent for the foregoing
                 purposes. The Principal Paying Agent shall act solely for, and
                 as agent of, the Issuer 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 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 Issuer shall fail
                 to maintain any such office or agency or shall fail to furnish
                 the Note Trustee with the address thereof, such surrenders,
                 notices and demands may be made or served at the Corporate
                 Trust Office, and the Issuer 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
                 Class A Notes remain outstanding, there will at all times be a
                 Calculation Agent.

          (g)    (Change to Paying Agents or Calculation Agent) It will give
                 notice to the Noteholders in accordance with this deed and
                 Condition 12 of:

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

                 (2)    any change to any Paying Agent's Paying Office; or

                 (3)    any change to the Calculation Agent's Specified Office.

          (h)    (Annual Financial Statements) In the case of the Manager only,
                 it will deliver to the Note Trustee, within 180 days after the
                 end of each fiscal year of the Securitisation Fund (the first
                 such fiscal year commencing on 1 July 2003), the financial
                 statements of the Securitisation Fund. Such statements shall be
                 audited by the Issuer's Auditors and shall be prepared in such
                 form as will comply with all relevant legal and accounting
                 requirements.

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

          (j)    (Annual Statement as to Compliance) The Issuer (or the 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:

                 (1)    a review of the activities of the Issuer 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

                 (2)    to the best of the knowledge of the Signatory, based on
                        the review referred to in paragraph (1), the Issuer has
                        complied with all conditions and covenants under the
                        Transaction Documents

--------------------------------------------------------------------------------
                                                                         PAGE 31

<PAGE>
                                                                 Note Trust Deed

                        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 11.1(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 Closing Date, the Manager
                 shall furnish to the Note Trustee an Opinion of Counsel (who
                 may be counsel for the Manager) 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 Issuer (or the Manager on its behalf) shall furnish
                 to the Note Trustee an Opinion of Counsel (who may be counsel
                 for the Issuer) 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)    In addition, the Issuer shall procure that an Opinion of
                 Counsel is provided by its counsel as to the due validity and
                 enforceability of the Transaction Documents against the Issuer
                 and the Security Trustee.

          (m)    (Noteholder Report)

                 (1)    The Manager shall deliver to the Issuer, the Note
                        Trustee and the Principal Paying Agent on each
                        Determination Date the Noteholders Report for the
                        related Calculation Period, with written instructions
                        for the Note Trustee and the Principal Paying Agent to
                        forward the Noteholders Report to each Class A
                        Noteholder.

                 (2)    Each Noteholder Report shall contain the information set
                        out in Schedule 2.

          (n)    (Change of Manager) It will, in the case of the Issuer only,
                 promptly notify the Note Trustee of any retirement or
                 replacement of the Manager pursuant to clause 14 of the Master
                 Trust Deed and of the appointment of a replacement Manager.

          (o)    (Transaction Documents) It will, in the case of the Manager
                 only, provide to the Note Trustee, on or prior to the issue of
                 any of the Class A Notes (Issue Date), one copy of each
                 Transaction Document as at that Issue Date and provide to the
                 Note Trustee a copy of each Transaction Document which is
                 material to the interests of the Note Trustee and the
                 Noteholders executed after that Issue Date promptly after its
                 execution.

          (p)    (Paying Agents Trust) The Manager will ensure that each Paying
                 Agent agrees, as a term of its appointment, to hold in trust
                 for the benefit of the

--------------------------------------------------------------------------------
                                                                         PAGE 32

<PAGE>
                                                                 Note Trust Deed

                 Class A Noteholders or the Note Trustee all sums held by such
                 Paying Agent for the payment of the principal of or interest on
                 the Class A Notes and to promptly give to the Note Trustee
                 notice of any default by the Issuer (without regard to any
                 grace period) in the making of any such payment.

    11.2  REPRESENTATIONS AND WARRANTIES

          The Issuer and the Manager hereby confirm for the benefit of the Note
          Trustee and the Class A Noteholders the representations and warranties
          provided by each of them under clause 5.1 and 5.2 respectively of the
          Security Trust Deed. For the purposes of this warranty all references
          in clauses 5.1 and 5.2 of the Security Trust Deed to "this deed" shall
          refer to the Note Trust Deed.

--------------------------------------------------------------------------------
12  REMUNERATION OF NOTE TRUSTEE, PRINCIPAL PAYING AGENT, CALCULATION AGENT AND
    NOTE REGISTRAR

    12.1  FEE

          The Issuer, in its personal capacity and not as trustee of the
          Securitisation Fund, shall pay to the Note Trustee, the Principal
          Paying Agent, the Calculation Agent and the Note Registrar the
          respective fees agreed between them.

    12.2  ADDITIONAL REMUNERATION

          If the Note Trustee gives direction under Condition 10 or it
          undertakes duties which it considers expedient or necessary under this
          deed, or which the Issuer requests it to undertake and which duties
          the Note Trustee, the Issuer and, the Manager agree to be of an
          exceptional nature or otherwise outside the scope of the normal duties
          of the Note Trustee under this deed, the Issuer shall pay to the Note
          Trustee any additional remuneration as the Note Trustee, the Issuer
          and the Manager agree.

          In the event of the Note Trustee, the Issuer and the Manager failing
          to agree on such additional remuneration, such remuneration 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
          Manager or, failing such approval, nominated (on the application of
          the Note Trustee or the Manager) 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 paid
          by the Issuer (which payments are an Expense for the purposes of the
          Master Trust Deed) and the determination of any such merchant or
          investment bank shall be final and binding upon the Note Trustee, the
          Manager and the Issuer and shall be payable by the Issuer to the Note
          Trustee.

          Any fee payable under this clause 12.2 and the Issuer's share of any
          costs payable to any expert in accordance with this clause shall be an
          Expense as defined in the Master Trust Deed.

--------------------------------------------------------------------------------
                                                                         PAGE 33

<PAGE>
                                                                 Note Trust Deed

    12.3  COSTS, EXPENSES

          (a)    Subject to clause 50.8, the Issuer shall also reimburse, pay or
                 discharge all reasonable costs, charges, liabilities and
                 expenses and any stamp and other Taxes (other than income tax)
                 or duties incurred by the Note Trustee (or the Class A
                 Noteholders acting under clause 6.5 (as the case may be)) in
                 connection with properly undertaking its duties under the
                 Transaction Documents and in connection with any legal
                 proceedings brought by the Note Trustee (or the Class A
                 Noteholders acting under clause 6.5 (as the case may be)) to
                 enforce any obligation under this deed or the Class A Notes or
                 any other Transaction Documents. Without limiting any right of
                 indemnity available by law to the Note Trustee, the Note
                 Trustee is entitled to be indemnified from the Securitisation
                 Fund for and against all such costs, charges, liabilities and
                 expenses and any stamp and other taxes (other than income tax)
                 or duties. The Note Trustee shall not be reimbursed for any
                 overhead or general operating expenses which it incurs.

          (b)    Without prejudice to the right of indemnity by law given to
                 trustees, to the extent the Issuer is itself entitled to be
                 indemnified, and subject to clause 45, the Issuer indemnifies
                 the Note Trustee (or the Class A Noteholders acting under
                 clause 6.5 (as the case may be)) and every other person
                 properly appointed by it or any of them under this deed from
                 and against all liabilities, losses, damages, costs, expenses,
                 actions, proceedings, claims and demands incurred by or made
                 against it or him in the execution of the trusts of this deed
                 or of their powers or in respect of any matter or thing done or
                 omitted in any way relating to this deed (other than arising
                 from any fraud, negligence or wilful default by the Note
                 Trustee or that person).

    12.4  OVERDUE RATE

          All sums payable by the Issuer under clauses 12, 29, 47 and 50.8 shall
          be payable by the Issuer on the next Payment Date in the order set out
          in the Supplementary Bond Terms 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 39.

    12.6  GOODS AND SERVICES TAX (GST)

          (a)    Subject to paragraph (b), all amounts referred to in this deed
                 which are relevant in determining a payment to be made by one
                 party to another are exclusive of GST unless specifically
                 indicated otherwise.

          (b)    If a party to this agreement is entitled to be indemnified or
                 reimbursed for any cost or expense incurred by that party, then
                 the indemnity or reimbursement will be calculated by reference
                 to the GST-exclusive

--------------------------------------------------------------------------------
                                                                         PAGE 34

<PAGE>
                                                                 Note Trust Deed

                 amount of that cost or expense, increased by an amount equal
                 to that part of the cost or expense for which the party is not
                 entitled to an input tax credit but would be if it were
                 entitled to a full input tax credit. For the avoidance of
                 doubt, the amount calculated under this paragraph (b) is a
                 GST-exclusive amount.

          (c)    If GST is levied or imposed on a supplier in respect of any
                 supply made under or in connection with this deed for which the
                 consideration is a monetary payment, then the consideration
                 provided for that supply is increased by an amount equal to the
                 consideration multiplied by the rate at which that GST is
                 levied or imposed. This additional amount is payable to the
                 party with the liability to remit GST in the manner and at the
                 time when the consideration to which it relates is payable. For
                 the avoidance of doubt, if GST is levied or imposed on the
                 recipient of a supply under or in connection with this deed,
                 then no additional amount is payable under this paragraph (c).

                 If an amount of consideration for a supply is denominated in a
                 currency other than Australian dollars, then the increase in
                 the consideration calculated under paragraph (c) will be
                 payable in the same currency as the consideration to which it
                 relates.

          (d)    The recipient of any consideration for a supply (whether in
                 money or otherwise) must provide to the other part a GST tax
                 invoice (or any other thing required under any legislation) in
                 the form required by the A New Tax System (Goods and Services
                 Tax) Act 1999.

          (e)    Where an "adjustment event", as defined in the A New Tax System
                 (Goods and Services Tax) Act 1999 occurs under this agreement,
                 the parties shall do all things necessary to ensure that the
                 adjustment event may be appropriately recognised, including the
                 issue of an "adjustment note", as that term is defined in that
                 Act.

    12.7  CURRENCY AND VAT

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

--------------------------------------------------------------------------------
13  NOTE TRUSTEE

    13.1  PREFERENTIAL COLLECTION OF CLAIMS AGAINST TRUSTEE

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

    13.2  DUTIES OF NOTE TRUSTEE

          (a)    If an Event of Default has occurred and is subsisting, of which
                 a Responsible Officer of the Note Trustee has actual knowledge,
                 the Note Trustee shall exercise the rights and powers vested in
                 it by this deed and use the same degree of care and skill in
                 their exercise as a prudent person

--------------------------------------------------------------------------------
                                                                         PAGE 35

<PAGE>
                                                                 Note Trust Deed

                 would exercise or use under the circumstances in the conduct of
                 such person's own affairs.

          (b)    Except while an Event of Default subsists:

                 (1)    the Note Trustee undertakes to perform such duties and
                        only such duties as are specifically set forth in this
                        deed and no implied covenants or obligations shall be
                        read into this deed against the Note Trustee; and

                 (2)    in the absence of bad faith on its part, the Note
                        Trustee may conclusively rely, as to the truth of the
                        statements and the correctness of the opinions expressed
                        therein, upon certificates or opinions furnished to the
                        Note Trustee and conforming to the requirements of this
                        deed; however, the Note Trustee shall examine the
                        certificates and opinions to determine whether or not
                        they conform to the requirements of this deed.

          (c)    The Note Trustee may not be relieved from liability for its own
                 negligent action, its own negligent failure to act or its own
                 wilful misconduct, except that:

                 (1)    this paragraph does not limit the effect of paragraph
                        (a) of this clause; and

                 (2)    the Note Trustee shall not be liable for any error of
                        judgment made in good faith by a Responsible Officer
                        unless it is proved that the Note Trustee was negligent
                        in ascertaining the pertinent facts.

          (d)    Section 315(d)(3) of the TIA is expressly excluded by this
                 deed.

    13.3  OBLIGATIONS OF NOTE TRUSTEE

          (a)    The Note Trustee represents and warrants that it is duly
                 qualified to assume its obligations under this deed and has
                 obtained all necessary approvals required to perform its
                 obligations under this deed.

          (b)    If the Note Trustee is entitled under the Master Trust Deed or
                 the Security Trust Deed to vote at any meeting on behalf of
                 Class A Noteholders, the Note Trustee must vote in accordance,
                 where applicable, with the directions of the Class A
                 Noteholders (whether or not solicited and whether or not all
                 Class A Noteholders have provided such directions) and
                 otherwise in its absolute discretion.

    13.4  NOTICE OF DEFAULTS

          (a)    If an Event of Default occurs and is subsisting and the Note
                 Trustee is actually aware of that Event of Default, the Note
                 Trustee shall mail to each Class A Noteholder notice of the
                 Event of Default within 90 days after becoming so aware.

          (b)    Except in the case of a default in payment of principal of or
                 interest on any Class A Note (including payments pursuant to
                 the mandatory redemption provisions of that Class A Note), the
                 Note Trustee may withhold the notice referred to in paragraph
                 (a) if and so long as the board of directors, the executive
                 committee or a trust committee of its directors in good faith

--------------------------------------------------------------------------------
                                                                         PAGE 36

<PAGE>
                                                                 Note Trust Deed

                 determines that withholding the notice is in the interest of
                 Class A Noteholders.

    13.5  RIGHTS OF NOTE TRUSTEE

          (a)    The Note Trustee may conclusively rely on any document believed
                 by it to be genuine and to have been signed or presented by the
                 proper person. The Note Trustee need not investigate any fact
                 or matter stated in the document. The Note Trustee is not
                 liable to make good out of its own funds any loss incurred by
                 any person if a signature is forged or otherwise fails to bind
                 the person or persons whose signature it purports to be or on
                 whose behalf it purports to be made unless the Note Trustee has
                 actual notice of such matters.

          (b)    Before the Note Trustee acts or refrains from acting, it may
                 require an Officer's Certificate or an Opinion of Counsel. The
                 Note Trustee shall not be liable for any action it takes,
                 suffers or omits to take in good faith in reliance on the
                 Officer's Certificate or opinion of Counsel.

          (c)    No provision of this deed or any other Transaction Document
                 shall require the Note Trustee to expend or risk its own funds
                 or otherwise incur financial liability in the performance of
                 any of its duties hereunder or in the exercise of any of its
                 rights or powers, if it shall have reasonable grounds to
                 believe that repayment of such funds or indemnity satisfactory
                 to it against such risk or liability is not assured to it.
                 Except for the obligations imposed on it under this deed, the
                 Class A Notes or any other Transaction Document, the Note
                 Trustee is not obliged to do or omit to do any thing, including
                 entering into any transaction or incurring any liability unless
                 the Note Trustee's liability, is limited in a manner
                 satisfactory to the Note Trustee in its absolute discretion

          (d)    The Note Trustee shall not be responsible for and makes no
                 representation as to the validity or adequacy of this deed or
                 the Class A Notes or any Transaction Document, shall not be
                 accountable for the Issuer's use of the proceeds from the Class
                 A Notes. and shall not be responsible for any statement of the
                 Issuer in this deed or in any document issued in connection
                 with the sale of the Class A Notes or in the Class A Notes and
                 is not liable for any failure to obtain any licence, consent or
                 other authority for the execution, delivery, legality,
                 effectiveness, adequacy, genuineness, validity, performance,
                 enforceability or admissibility in evidence of this deed or any
                 other Transaction Document except in each case with respect to
                 itself or to the extent specifically provided in this deed or
                 such Transaction Document. The Note Trustee is not responsible
                 for recitals, statements, warranties or representations of any
                 party (other than itself) contained in any Transaction Document
                 (and is entitled to assume the accuracy and correctness
                 thereof).

          (e)    The Note Trustee may in relation to this deed act on the advice
                 or opinion of or any information obtained from any lawyer,
                 valuer, accountant, banker, broker, credit-rating agency, lead
                 manager or other expert whether obtained by the Issuer, the
                 Note Trustee, the Manager, the Mortgage Manager or otherwise.
                 The Note Trustee will not be responsible for any loss
                 occasioned by so acting and in reliance on such advice.

--------------------------------------------------------------------------------
                                                                         PAGE 37

<PAGE>
                                                                 Note Trust Deed

          (f)    Any advice, opinion or information may be sent or obtained by
                 letter, telex, telegram, facsimile transmission or cable and
                 the Note Trustee shall not be liable for acting on any such
                 advice, opinion or information purporting to be conveyed by any
                 such letter or facsimile transmission although the same shall
                 contain some error or shall not be authentic.

          (g)    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 Issuer 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.

          (h)    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 (other than Australia) with any banker or banking
                 company or company whose business includes undertaking the safe
                 custody of documents or lawyer or firm of lawyers reasonably
                 considered by the Note Trustee to be of good repute and except
                 in the case of fraud, negligence or wilful default (in the case
                 of the Security Trustee) or fraud, negligence, default or
                 wilful default (in the case of the Note Trustee) of that party,
                 neither the Note Trustee nor the Security Trustee shall be
                 responsible for any loss, expense or liability which may be
                 suffered as a result of any such holding or placement or of any
                 assets secured by the Security Trust Deed, Charged Property or
                 any deed or documents of title thereto, being uninsured or
                 inadequately insured or being held by or to the order of the
                 Mortgage Manager or any of its affiliates or by clearing
                 organisations or their operators or by any person on behalf of
                 the Note Trustee if chosen in accordance with the Transaction
                 Documents.

          (i)    The Note Trustee shall not be responsible for the receipt or
                 application of the proceeds of the issue of any of the Class A
                 Notes (except to the extent specifically provided in this deed)
                 or any moneys borrowed by the Issuer under any Transaction
                 Document or the transfer or cancellation of any Class A Note or
                 exchange of any Book-Entry Note for any other Book-Entry Note
                 or Definitive Note, as the case may be.

          (j)    Except as otherwise provided in this deed or any other
                 Transaction Documents to which it is a party, the Note Trustee
                 shall not be bound to give notice to any person of the
                 execution of this deed or any of the Transaction Documents or
                 any transaction contemplated hereby or thereby or to take any
                 steps to ascertain whether any Event of Default has happened
                 and, until it has actual knowledge or express notice to the
                 contrary, the Note Trustee is entitled to assume that no Event
                 of Default has happened and that the Issuer and each other
                 party to any Transaction Document is observing and performing
                 all the obligations on its part contained in the Class A 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
                 and need not inquire whether that is, in fact, the case (but
                 nothing in this clause 13.5(j) is to be construed as limiting
                 the Note Trustee's right to make such inquiries in its
                 discretion, and to exercise its power under this deed to do
                 so).

--------------------------------------------------------------------------------
                                                                         PAGE 38

<PAGE>
                                                                 Note Trust Deed

          (k)    Save as expressly otherwise provided in this deed or the
                 Transaction Documents, the Note Trustee shall have absolute and
                 uncontrolled discretion as to the exercise of the discretions,
                 powers, authorities and trusts vested in the Note Trustee by
                 this deed and the Transaction Documents (the exercise of which
                 as between the Note Trustee and the Class A Noteholders shall
                 be conclusive and binding on the Class A 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 Class A Noteholders, or any of them, the Note
                 Trustee shall nevertheless not be so bound unless first
                 indemnified to its satisfaction against all actions,
                 proceedings, claims and demands to which it may render itself
                 liable and all costs, charges, damages, expenses and
                 liabilities which it may incur by so doing.

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

          (m)    The Note Trustee shall not (unless and to the extent ordered so
                 to do by a court of competent jurisdiction) be required to
                 consider or disclose to any Class A Noteholder or any Secured
                 Creditor, any information made available to the Note Trustee by
                 the Issuer or any other person in connection with the trusts of
                 this deed and no Class A Noteholder shall be entitled to take
                 any action to obtain from the Note Trustee any such
                 information.

          (n)    Where it is necessary or desirable for any purpose in
                 connection with this deed or any Transaction Document to
                 convert any sum from one currency to another it shall (unless
                 otherwise provided by this deed, 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 Manager and any rate,
                 method and date so agreed shall be binding on the Issuer and
                 the Class A Noteholders.

          (o)    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 (d) of Condition 9 or any breach under clause
                 7 of the Security Trust Deed is in its opinion materially
                 prejudicial to the interests of the relevant Class A
                 Noteholders and may certify, in relation to the event set out
                 in paragraph (a) of Condition 9 in relation to any payment of
                 interest on the Class A Notes that the Issuer 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 Supplementary Bond Terms Notice or the Security Trust Deed,
                 all interest (after payment of all sums which are permitted
                 under the Supplementary Bond Terms 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
                 Issuer and the Class A Noteholders. The Note Trustee shall have
                 no liability to the Issuer, any Class A 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

--------------------------------------------------------------------------------
                                                                         PAGE 39

<PAGE>
                                                                 Note Trust Deed

                 relating to paragraph (a) of Condition 9, the Note Trustee may
                 rely on any determination made by any Independent accountants
                 of recognised standing in Australia and any such determination
                 shall be conclusive and binding on the Issuer and the Class A
                 Noteholders. The Issuer shall pay the Note Trustee's reasonable
                 costs and expenses of providing the certificate at the times
                 specified in the Supplementary Bond Terms Notice.

          (p)    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 Issuer under any of
                 the Transaction Documents, has happened or to monitor or
                 supervise the observance and performance by the Issuer 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 Issuer and each of the other parties thereto are
                 observing and performing all their respective obligations
                 thereunder.

          (q)    The Note Trustee shall not be bound or concerned to examine or
                 enquire into nor is it 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 Charged Property or any other security or failure to call
                 for delivery of documents of title to the Charged Property or
                 any other security or to require any further assurances in
                 relation to any property or assets comprised in the Charged
                 Property or any other security. The Note Trustee may accept
                 without enquiry, requisition or objection such title as the
                 Issuer may have to the Charged Property or any part thereof
                 from time to time and shall not be bound to investigate or make
                 any enquiry into the title of the Issuer to the Charged
                 Property or any part thereof from time to time.

          (r)    Without prejudice to the provisions of any Transaction
                 Document, the Note Trustee shall not be under any obligation to
                 insure any of the Charged Property (or any other property) or
                 any deeds or documents of title or other evidence relating to
                 that property and shall not be responsible for any loss,
                 expense or liability which may be suffered as a result of the
                 lack of or inadequacy of any insurance.

          (s)    The Note Trustee shall not be responsible for any loss, expense
                 or liability occasioned to the Charged Property or any other
                 property or in respect of all or any of the moneys which may
                 stand to the credit of the Collection Account, 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, default or wilful
                 default of the Note Trustee.

          (t)    The Note Trustee has no responsibility whatsoever to the Issuer
                 or any Class A Noteholder as regards any deficiency or
                 additional payment, as the case may be, which might arise
                 because the Note Trustee or the Issuer is subject to any Tax in
                 respect of that payment, the Charged Property, the Security
                 Trust Deed, this deed, or any other security or any income or
                 any proceeds from them.

--------------------------------------------------------------------------------
                                                                         PAGE 40

<PAGE>
                                                                 Note Trust Deed

          (u)    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.

          (v)    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 any other document or
                 any obligation or rights created or purported to be created by
                 them or under them or any Security Interest 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:

                 (1)    the nature, status, creditworthiness or solvency of any
                        Mortgagor 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 Mortgagor;

                 (2)    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;

                 (3)    the title, ownership, value, sufficiency or existence of
                        any Land, mortgaged property or any Mortgage Insurance
                        Policy;

                 (4)    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;

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

                 (6)    the performance or observance by any Mortgagor 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;

--------------------------------------------------------------------------------
                                                                         PAGE 41

<PAGE>
                                                                 Note Trust Deed

                 (7)    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;

                 (8)    the title of the Issuer to any Mortgage, Loan or other
                        Charged Property;

                 (9)    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;

                 (10)   the compliance of the provisions and contents of and the
                        manner and formalities applicable to the execution of
                        the Mortgages and Loans and any documents connected with
                        them or the making of any advance intended to be secured
                        by them or with any applicable laws or regulations
                        (including consumer credit legislation);

                 (11)   the failure by the Issuer, any Mortgage Manager or the
                        Manager 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;

                 (12)   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;

                 (13)   any accounts, books, records or files maintained by any
                        Mortgage Manager, the Issuer, the Manager or any other
                        person in respect of any of the Mortgages or Loans; or

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

          (w)    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 or as a consequence
                 of or in connection with it being held or treated as, or being
                 deemed to be, a creditor, for the purposes of the consumer
                 credit legislation, in respect of any of the Mortgages.

          (x)    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 Issuer, the
                 Manager, any Paying Agent, the Calculation Agent, any
                 Designated Rating Agency or any other credit rating agency in
                 respect of every manner and circumstance for which a
                 certificate is

--------------------------------------------------------------------------------
                                                                         PAGE 42

<PAGE>
                                                                 Note Trust Deed

                 expressly provided for under this deed or in respect of the
                 rating of the Class A Notes or the Conditions and the Note
                 Trustee is not bound in any such case to call for further
                 evidence or be responsible for any loss, liability, costs,
                 damages, expenses or inconvenience that may be occasioned by
                 its failing so to do.

          (y)    In connection with the exercise by it of any trusts, powers,
                 authorities and discretions under this deed or any other
                 Transaction Documents (including, without limitation, any
                 modification, waiver, authorisation or determination), the Note
                 Trustee must where it is required to have regard to the
                 interests of the Class A Noteholders, have regard to the
                 general interests of the Class A Noteholders as a class. The
                 Note Trustee will not incur any liability to any Class A
                 Noteholder as a result of the Note Trustee giving effect to
                 this clause 13.5(y).

          (z)    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 the Class A
                 Notes by a Designated Rating Agency or any other credit-rating
                 agency or any other person.

          (aa)   The Note Trustee shall be under no obligation to monitor or
                 supervise the functions of the Mortgage Manager from time to
                 time under the terms of any Mortgage Origination and Management
                 Agreement or any other person under any other Transaction
                 Document, and is entitled, in the absence of actual knowledge
                 of a breach of duty or obligation, to assume that the Mortgage
                 Manager is properly performing its obligations in accordance
                 with the provisions of the Mortgage Origination and Management
                 Agreement or that any other person is properly performing its
                 obligations in accordance with each other Transaction Document,
                 as the case may be.

          (bb)   The Note Trustee acknowledges that the Manager is responsible,
                 under the Supplementary Bond Terms Notice, for calculating all
                 amounts referred to in clause 6 of the Supplementary Bond Terms
                 Notice and the Note Trustee has no liability in respect of
                 these calculations.

          (cc)   The Note Trustee shall not be liable to the Issuer or any
                 Noteholder by reason of having accepted as valid or not having
                 rejected any Definitive Note purporting to be such and
                 subsequently found to be forged or not authentic and the Note
                 Trustee may call for and shall be at liberty to accept and
                 place full reliance on, as sufficient evidence of the facts
                 stated therein, a certificate or letter of confirmation
                 certified as true and accurate and signed on behalf of the
                 Clearing Agency or any Common Depository for it or any person
                 as the Note Trustee reasonably considers appropriate, or any
                 form of record made by any of them 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 Class A Notes.

          (dd)   The Note Trustee is under no obligation to account to any
                 person for any moneys received pursuant to this deed or any
                 other Transaction Document other than those received by the
                 Note Trustee from the Issuer or received or recovered by the
                 Note Trustee under this deed or any other Transaction Document,
                 subject always to such deductions and withholdings by the Note
                 Trustee as are authorised by this deed. Obligations of the Note

--------------------------------------------------------------------------------
                                                                         PAGE 43

<PAGE>
                                                                 Note Trust Deed

                 Trustee to any person under or in connection with this deed can
                 only be enforced against the Note Trustee to the extent to
                 which they can be satisfied out of such moneys in accordance
                 with this deed.

          (ee)   The Note Trustee will not be responsible for having acted in
                 good faith upon a direction purporting to have been given by
                 the holders of at least 75% of the aggregate Invested Amount of
                 the Class A Notes even though it may subsequently be found that
                 for any reason such direction was not valid or binding upon the
                 Note Trustee, other than as a result of fraud, negligence or
                 wilful default.

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

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

                 (2)    any information or statement provided to it in relation
                        to the Class A Notes. the Class A Noteholders or the
                        Class A Noteowners by the Clearing Agency or its
                        nominee;

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

                 (4)    all accounts supplied to the Note Trustee pursuant to
                        this deed and all reports of the Auditor supplied to the
                        Note Trustee pursuant to this deed; and

                 (5)    notices and other information supplied to the Note
                        Trustee under this deed;

                 save, in each case, when it is actually aware that the
                 information supplied pursuant to subclauses (1) to (5) is
                 actually incorrect or incomplete.

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

          (hh)   Subject to this deed, any applicable laws and any duty of
                 confidentiality owed to any other person, the Note Trustee may,
                 for the purpose of meeting its obligations under this Deed,
                 disclose to any Class A Noteholder any confidential, financial
                 or other information made available to the Note Trustee by any
                 person in connection with this deed.

          (ii)   The Note Trustee, as between itself and the Class A
                 Noteholders, has full power to determine (acting reasonably and
                 in good faith) all questions and

--------------------------------------------------------------------------------
                                                                         PAGE 44

<PAGE>
                                                                 Note Trust Deed

                 doubts arising in relation to any of the provisions of this
                 deed and every such determination, whether made upon such a
                 question actually raised or implied in the acts or proceedings
                 of the Note Trustee, will be conclusive and will bind the Note
                 Trustee and the Class A Noteholders.

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

          (kk)   Each Class A Noteholder is solely responsible for making its
                 own independent appraisal of and investigation into the
                 financial condition, creditworthiness, condition, affairs,
                 status and, nature of the Issuer and the Securitisation Fund
                 and the Note Trustee does not at any time have any
                 responsibility for the same and no Class A Noteholder may rely
                 on the Note Trustee in respect of such appraisal and
                 investigation.

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

    13.6  LIMITATION ON NOTE TRUSTEE'S' LIABILITY

          (a)    Notwithstanding any other provision of this deed, the Note
                 Trustee will have no liability under or in connection with this
                 deed or any other Secured Document other than to the extent to
                 which the liability is able to be satisfied out of the property
                 from which the Note Trustee is actually indemnified for the
                 liability. This limitation will not apply to a liability of the
                 Note Trustee to the extent that it is not satisfied because,
                 under this deed or by operation of law, there is a reduction in
                 the extent of the Note Trustee's indemnification as a result of
                 the Note Trustee's fraud, negligence or wilful default.

          (b)    The Note Trustee is not to be under any liability whatsoever
                 for a failure to take any action in respect of any breach by
                 the Issuer of its duties as trustee of the Securitisation Fund
                 of which the Note Trustee is not aware or in respect of any
                 Event of Default of which the Note Trustee is not aware.

    13.7  WILFUL DEFAULT OF THE NOTE TRUSTEE

          For the purposes of this deed the expression "wilful default":

--------------------------------------------------------------------------------
                                                                         PAGE 45

<PAGE>
                                                                 Note Trust Deed

          (a)    in relation to the Note Trustee, means a wilful default of this
                 deed by the Note Trustee;

                 (1)    other than a default which:

                        (A)    arises out of a breach of a Transaction Document
                               by a person other than the Note Trustee or any
                               person referred to in paragraph (b) in relation
                               to the Note Trustee;

                        (B)    arises because some other act or omission is a
                               precondition to the relevant act or omission of
                               the Note Trustee, and that other act or omission
                               does not occur;

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

                        (D)    is in accordance with an instruction or direction
                               given to it by any person in circumstances where
                               that person is authorised to do so by any
                               Transaction Document; and

                 (2)    in circumstances where had it not committed that default
                        it would have been entitled to recoupment, reimbursement
                        or a right of indemnity for its costs and expenses (if
                        any) in complying with this deed from the trust
                        constituted under this deed.

          (b)    A reference to the "fraud", "negligence" or "wilful default" of
                 the Note Trustee means the fraud, negligence or wilful default
                 of the Note Trustee and of its officers or employees, but not
                 of its agents or delegates, unless the Note Trustee is liable
                 for the acts or omissions of such other person under the terms
                 of this deed.

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

          Nothing in this deed shall exempt the Note Trustee from or indemnify
          it against any liability in any case in which the Note Trustee has
          failed to show the degree of care and diligence required of it as
          trustee having regard to the provisions of this deed 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.

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

          (a)    The Note Trustee may whenever it thinks fit delegate by power
                 of attorney or otherwise to any person or persons for any
                 period (whether exceeding one year or not) or indefinitely all
                 or any of the duties, discretions, 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
                 Class A Noteholders think fit.

          (b)    If the Note Trustee exercises reasonable care in the selection
                 of a delegate under paragraph (a), providing the Note Trustee
                 and the delegate are not related bodies corporate or
                 affiliates, the Note Trustee shall not be under any obligation
                 to supervise the proceedings or be in any way responsible for
                 any loss incurred by reason of any misconduct or default on the
                 part of

--------------------------------------------------------------------------------
                                                                         PAGE 46

<PAGE>
                                                                 Note Trust Deed

                 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 Issuer and the Designated Rating Agencies.

          (c)    Notwithstanding any other provision in this clause 15, where
                 the Note Trustee delegates any power to a related body
                 corporate or affiliate, the Note Trustee shall be liable for
                 all acts or omissions of the delegate done or omitted whilst
                 acting in its capacity as such.

          (d)    For the purpose of this clause 15 the following expressions
                 have the following meaning:

                 "related body corporate" has the meaning ascribed thereto in
                 the Corporations Act of Australia;

                 "affiliate" means with respect to any specified person, any
                 other person controlling or controlled by or under common
                 control with such specified person. For the purposes of this
                 definition, "control" when used with respect to any specified
                 person means the power to direct the management and policies
                 of such person, directly or indirectly, whether through the
                 ownership of voting securities, by contract or otherwise, and
                 the terms "controlling" and "controlled" have meanings
                 correlative to the foregoing.

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

          (a)    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
                 conduct or concur in transacting or conducting any business and
                 to do or concur in doing all acts required to be done in
                 connection with the trusts of this deed.

          (b)    If the Note Trustee exercises reasonable care in the selection
                 of an agent under paragraph (a) and providing the Note Trustee
                 and the agent are not related bodies corporate (as defined in
                 the Corporations Act) or affiliates as defined in clause 15(d),
                 the Note Trustee shall not in any way be responsible for any
                 loss incurred by reason of any misconduct or default on the
                 part of that agent or be bound to supervise the proceedings or
                 acts of such person. The Note Trustee must within a reasonable
                 time prior to the employment of any agent give notice of such
                 employment to the Issuer and the Designated Rating Agencies.

          (c)    Notwithstanding any other provision in this clause 16, where
                 the Note Trustee employs, under this clause 16, a related body
                 corporate (as defined in the Corporations Act) or an affiliate
                 as defined in clause 15(d), as agent, the Note Trustee shall be
                 liable for all acts or omissions of the agent done or omitted
                 whilst acting in its capacity as such.

          (d)    Any such agent 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 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

--------------------------------------------------------------------------------
                                                                         PAGE 47

<PAGE>
                                                                 Note Trust Deed

                 connection with this deed. Those charges will be for the
                 account of the Note Trustee unless agreed otherwise, who shall
                 be reimbursed by the Issuer under clause 12.

--------------------------------------------------------------------------------
17  NOTE TRUSTEE CONTRACTING WITH ISSUER

          Neither the Note Trustee in its personal or any other capacity, its
          directors or officers or any related body corporate or affiliate (as
          defined in clause 15(d)) or shareholder of the Note Trustee nor any
          director or officer of a corporation acting as a trustee under this
          deed is by reason of its or their fiduciary position only in any way
          precluded from:

          (a)    entering into or being interested in any contract or financial
                 or other transaction or arrangement with the Issuer or any
                 other party to any of the Transaction Documents or any person
                 or body corporate associated with the Issuer 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 the Class A Notes or any of them, or any other
                 bonds, stocks, shares, debenture stock, debentures, notes or
                 other securities of the Issuer or any other party to any of the
                 Transaction Documents or any related person or body corporate;
                 or

          (b)    accepting or holding the trusteeship of any other trust deed
                 constituting or securing any other securities issued by or
                 relating to the Issuer or any other party to any of the
                 Transaction Documents or any related person or body corporate
                 or any other office of profit under the Issuer 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 by them or in connection with any of those
                 arrangements.

          Where any holding company, subsidiary or associated company of the
          Issuer or any director or officer of the Issuer acting other than in
          his capacity as such a director or officer has any information, the
          Issuer shall not thereby be deemed also to have knowledge of such
          information and, unless it shall have actual knowledge of such
          information, shall not be responsible for any loss suffered by
          Noteholders resulting from the Issuer's failing to take such
          information into account in acting or refraining from acting under or
          in relation to this deed.

--------------------------------------------------------------------------------
18  APPOINTMENT OF PAYING AGENTS

          (a)    Subject to the terms of this deed, the Issuer (acting on the
                 direction of the Manager) appoints the Principal Paying Agent
                 as its principal paying agent, and each other Paying Agent as
                 its paying agent, for making payments in respect of the Class A
                 Notes in accordance with this deed and the Conditions at their
                 respective Paying Offices. The Principal Paying

--------------------------------------------------------------------------------
                                                                         PAGE 48

<PAGE>
                                                                 Note Trust Deed

                 Agent, and each other Paying Agent appointed under this deed
                 accepts that appointment.

          (b)    Except in clause 33 and as the context otherwise requires,
                 references to the Principal Paying Agent are to it acting
                 solely through its Paying Office.

          (c)    If at any time there is more than one Paying Agent, the
                 obligations of the Paying Agents under this deed shall be
                 several and not joint.

          (d)    It is acknowledged and agreed that:

                 (1)    each of the Principal Paying Agent and the other Paying
                        Agents is the agent of the Issuer in its capacity as
                        trustee of the Securitisation Fund only; and

                 (2)    despite anything else in this deed, any other
                        Transaction Document or at law, the Issuer in its
                        personal capacity is not responsible for any act or
                        omission of the Principal Paying Agent or any other
                        Paying Agent.

--------------------------------------------------------------------------------
19  PAYMENT

    19.1  PAYMENT BY ISSUER

          The Issuer shall, with the assistance of and, at the direction of the
          Manager, not later than 10.00 am (New York time) on each Payment Date,
          pay to or to the order of, or procure the transfer to a non interest
          bearing trust account in the name of the Issuer as notified by the
          Principal Paying Agent to the Issuer and the Note Trustee in same day
          funds the amount in US$ as may be required (after taking account of
          any cash then held by the Principal Paying Agent and available for the
          purpose) to be made on each Class of Class A Notes on that Payment
          Date under the Supplementary Bond Terms Notice and the Conditions.

    19.2  CONFIRMATION

          Not later than 4.00 pm (Sydney time) on each Determination Date, the
          Manager shall notify, or procure notification to, the Principal Paying
          Agent and the Note Trustee of the amount of interest or principal
          payable in respect of each Class of Class A Notes on the Payment Date
          following that Determination Date.

    19.3  PAYMENTS BY PAYING AGENTS

          Subject to payment being duly made as provided in clause 19.1 (or to
          the Principal Paying Agent otherwise being satisfied that the payment
          will be duly made on the due date), and subject to clause 23, the
          Paying Agents shall pay or cause to be paid on behalf of the Issuer on
          each Payment Date the relevant amounts of principal and interest due
          in respect of each Class of the Class A Notes in accordance with the
          Supplementary Bond Terms Notice and the Conditions.

--------------------------------------------------------------------------------
                                                                         PAGE 49

<PAGE>
                                                                 Note Trust Deed

    19.4  METHOD OF PAYMENT - BOOK-ENTRY NOTES

          The Principal Paying Agent shall cause all payments of principal or
          interest (as the case may be) due in respect of Class A Notes
          represented by a Book-Entry Note to be made to the Common Depository.

    19.5  METHOD OF PAYMENT - DEFINITIVE NOTES

          Payments of principal and interest on the Definitive Notes, if any,
          shall be made in accordance with the Conditions and the Supplementary
          Bond Terms Notice.

    19.6  LATE PAYMENT

          (a)    If any payment under clause 19.1 is made late but otherwise in
                 accordance with the provisions of this deed, each Paying Agent
                 shall make payments required to be made by it in respect of the
                 Class A Notes as provided in this clause 19. However, unless
                 and until the full amount of any payment in respect of the
                 Class A Notes required to be made under the Transaction
                 Documents has been made under clause 19.1 in accordance with
                 this deed, no Paying Agent shall be bound to make a payment
                 under this clause 19 (but may, in its discretion, make such
                 payment) except to the extent that non-payment is caused by
                 fraud, wilful misconduct, negligence or bad faith on the part
                 of that Paying Agent or of any of its directors, officers,
                 employees or servants.

          (b)    If the Principal Paying Agent has not received on a Payment
                 Date the full amount of principal and interest then payable on
                 any Class A Note in accordance with the Supplementary Bond
                 Terms Notice and the Conditions, but receives the full amount
                 later, it shall:

                 (1)    forthwith upon full receipt notify the other Paying
                        Agents (if any), the Note Registrar, the Calculation
                        Agent, the Issuer, the Note Trustee, the Security
                        Trustee and the Manager; and

                 (2)    as soon as practicable after such full receipt give due
                        notice, in accordance with Condition 12 (unless the Note
                        Trustee agrees otherwise), to the Common Depository that
                        it has received the full amount.

    19.7  NOTICE OF NON-RECEIPT

          The Principal Paying Agent shall as soon as practicable notify by
          facsimile the other Paying Agents (if any), the Note Registrar, the
          Calculation Agent, the Note Trustee, the Issuer, the Security Trustee
          and the Manager if the full amount of any payment of principal or
          interest required to be made by the Supplementary Bond Terms Notice
          and Conditions in respect of the Class A Notes is not unconditionally
          received by it or to its order in accordance with this deed.

    19.8  REIMBURSEMENT

          The Principal Paying Agent shall (provided that it has been placed in
          funds by the Issuer) on demand promptly reimburse the other Paying
          Agents (if any) for payments of principal and interest properly made
          by that Paying Agent in accordance with the Supplementary Bond Terms
          Notice, the Conditions and this deed. The Issuer shall not be
          concerned with the apportionment of any moneys

--------------------------------------------------------------------------------
                                                                         PAGE 50

<PAGE>
                                                                 Note Trust Deed

          between the Principal Paying Agent, the other Paying Agents (if any)
          and payment to the Principal Paying Agent of any moneys due to the
          Paying Agents shall operate as a good discharge to the Issuer in
          respect of such moneys.

    19.9  METHOD OF PAYMENT

          (a)    All sums payable by the Issuer to the Principal Paying Agent
                 under this deed shall be paid by the Currency Swap Provider on
                 behalf of the Issuer in US$ to the account specified in clause
                 19.1. Those sums shall be held in an account for payment to the
                 Class A Noteholders and, failing that payment within the
                 designated periods of prescription specified in Condition 6, or
                 upon the bankruptcy, insolvency, winding up or liquidation of
                 the Principal Paying Agent or default being made by the
                 Principal Paying Agent in the payment of any amounts in respect
                 of principal or interest in accordance with this deed, on trust
                 for repayment to the Issuer (subject to clause 20). On
                 repayment in accordance with clause 20 to the Issuer that trust
                 shall terminate and all liabilities of the Principal Paying
                 Agent with respect to those moneys shall cease.

          (b)    Subject to the terms of this deed, the Principal Paying Agent
                 shall be entitled to deal with moneys paid to it under this
                 deed in the same manner as other moneys paid to it as a banker
                 by its customers. The Principal Paying Agent shall be entitled
                 to retain for its own account any interest earned on the sums
                 from time to time credited to the separate account referred to
                 in paragraph (a) and it need not segregate such sums from other
                 amounts held by it.

          (c)    No Paying Agent may exercise any right of set-off or
                 combination of accounts in respect of any money payable to or
                 by it under the terms of this deed.

    19.10 NO FEE

          No Paying Agent will charge any commission or fee in relation to any
          payment under this deed.

    19.11 SECURITISATION FUND

          Subject to clause 19.9(a), the Principal Paying Agent shall hold in
          trust for the Note Trustee and the Class A Noteholders all sums held
          by it for the payment of principal and interest with respect to the
          Notes until all relevant sums are paid to the Note Trustee or the
          Class A Noteholders or otherwise disposed of in accordance with this
          deed.

--------------------------------------------------------------------------------
20  REPAYMENT

          (a)    Immediately on any entitlement to receive principal or interest
                 under any Class A Note becoming void under the Conditions, the
                 Principal Paying Agent shall repay to the Issuer the amount
                 which would have been due in respect of that principal or
                 interest if it had been paid before the entitlement became
                 void, together with any fees applicable to that payment or
                 entitlement (pro rated as to the amount and time) to the extent
                 already paid under clause 12.

--------------------------------------------------------------------------------
                                                                         PAGE 51

<PAGE>
                                                                 Note Trust Deed

          (b)    Despite paragraph (a) the Principal Paying Agent shall not be
                 obliged to make any repayment to the Issuer so long as any
                 amounts which should have been paid to or to the order of the
                 Principal Paying Agent or, if applicable, the Note Trustee, by
                 the Issuer remain unpaid.

--------------------------------------------------------------------------------
21  APPOINTMENT OF THE CALCULATION AGENT

          (a)    The Issuer (acting on the direction of the Manager) appoints
                 the Calculation Agent as its reference agent in respect of the
                 Class A Notes upon the terms and conditions set forth in this
                 deed and the Calculation Agent accepts that appointment.

          (b)    It is acknowledged and agreed that:

                 (1)    the Calculation Agent is the agent of the Issuer in its
                        capacity as trustee of the Securitisation Fund only; and

                 (2)    despite anything else in this deed, any other
                        Transaction Document or at law, the Issuer in its
                        personal capacity is not responsible for any act or
                        omission of the Calculation Agent.

--------------------------------------------------------------------------------
22  DUTIES OF THE CALCULATION AGENT

          (a)    The Calculation Agent shall in relation to each Class of Class
                 A Notes until the Final Maturity Date or such earlier date on
                 which the Class A Notes are due and payable in full and in
                 either case until the Issuer has paid all amounts in relation
                 to the Class A Notes to the Principal Paying Agent or, if
                 applicable, the Note Trustee:

                 (1)    perform such duties at its Specified Office as are set
                        forth in this deed and in the Conditions and any other
                        duties which are reasonably incidental at the request of
                        the Issuer, the Manager, the Note Trustee or the
                        Principal Paying Agent;

                 (2)    determine LIBOR for each Interest Period, and calculate
                        the relevant Interest and Interest Rate on Notes, in the
                        manner set out in Condition 4; and

                 (3)    notify the Issuer, the Manager, the Note Trustee and the
                        Paying Agents in writing on or as soon as possible after
                        the first day of that Interest Period, of the Interest
                        Rate and the Interest so determined by it in relation to
                        that Interest Period, specifying to the Issuer and the
                        Manager the rates upon which they are based and (where
                        relevant) the names of the banks quoting those rates.

          (b)    The Interest, Interest Rate and relevant Payment Date made
                 available under Condition 4(d) may subsequently be amended (or
                 appropriate alternative arrangements made by way of adjustment)
                 without notice to Class A Noteholders in the event of a
                 shortening of the Interest Period.

          (c)    If the Calculation Agent at any time for any reason does not
                 determine the Interest Rate or calculate the Interest for a
                 Class A Note, the Manager shall do so and each such
                 determination or calculation shall be deemed to have been made
                 by the Calculation Agent. In doing so, the Manager shall apply

--------------------------------------------------------------------------------
                                                                         PAGE 52

<PAGE>
                                                                 Note Trust Deed

                 the provisions of this clause 22, with any necessary
                 consequential amendments, to the extent that, in its opinion,
                 it can do so, and, in all other respects it shall do so in such
                 a manner as it shall deem fair and reasonable in all the
                 circumstances.

          (d)    If the Manager does not at any time for any reason determine a
                 Principal Payment, the Outstanding Principal Balance or the
                 Invested Amount applicable to Class A Notes in accordance with
                 the Transaction Documents, the Principal Payment, the
                 Outstanding Principal Balance and the Invested Amount shall be
                 determined by the Calculation Agent in accordance with the
                 Transaction Documents (but based on the information in its
                 possession) and each such determination or calculation shall be
                 deemed to have been made by the Manager. The Calculation Agent
                 may appoint any person as its agent for the purpose of making
                 any such calculation or determination.

--------------------------------------------------------------------------------
23  NOTICE OF ANY WITHHOLDING OR DEDUCTION

          If the Issuer or any Paying Agent is, in respect of any payment in
          respect of the Class A Notes. compelled to withhold or deduct any
          amount for or on account of any taxes, duties or charges as
          contemplated by Condition 7, the Issuer must give notice to the
          Principal Paying Agent, the Note Trustee and the Class A Noteholders
          in accordance with Condition 12 immediately after becoming aware of
          the requirement to make the withholding or deduction and must give to
          the Principal Paying Agent and the Note Trustee such information as
          they reasonably require to enable each of them to comply with the
          requirement.

--------------------------------------------------------------------------------
24  EARLY REDEMPTION OF NOTES

          (a)    If the Issuer intends to redeem all (but not some only) of a
                 Class of Class A Notes prior to its Final Maturity Date
                 pursuant to Condition 5(g) or (h) (which it may only do at the
                 direction of the Manager), the Manager shall give not less than
                 5 days' prior notice to the Principal Paying Agent and the Note
                 Trustee before giving the requisite period of notice to the
                 relevant Class A Noteholders in accordance with Condition 5(g)
                 or (h) and stating the date on which such Class A Notes are to
                 be redeemed.

          (b)    The Principal Paying Agent shall, on receipt of a notice under
                 paragraph (a):

                 (1)    notify the Clearing Agency of the proposed redemption,
                        specifying:

                        (A)    the aggregate Outstanding Principal Balance and
                               Invested Amount (as the case may be) of each
                               Class of Class A Notes to be redeemed;

                        (B)    the amount of principal to be repaid in relation
                               to each Class of Class A Notes; and

                        (C)    the date on which each Class of Class A Notes are
                               to be redeemed; and

--------------------------------------------------------------------------------
                                                                         PAGE 53

<PAGE>
                                                                 Note Trust Deed

                 (2)    promptly and in accordance with the relevant Conditions
                        on behalf of and at the expense of the Issuer publish
                        the notices required in connection with that redemption.

--------------------------------------------------------------------------------
25   PRO RATA REDEMPTION, PURCHASES AND CANCELLATION OF NOTES

          (a)    If the Issuer is required to redeem some (but not all) of a
                 Class of Class A Notes prior to its Final Maturity Date
                 pursuant to Condition 5(a) the Manager shall on each
                 Determination Date give prior notice to the Calculation Agent,
                 the Principal Paying Agent and the Note Trustee, as provided in
                 Condition 5.

          (b)    On receipt of a notice under paragraph (a), the Principal
                 Paying Agent shall notify the Common Depository of the proposed
                 redemption, specifying in each case the aggregate principal
                 amount of the Class A Notes to be redeemed, the Class of Class
                 A Notes to be redeemed and the date on which such Class A Notes
                 are to be redeemed.

          (c)    The Manager shall, on each Determination Date in respect of
                 each Class of the Class A Notes calculate:

                 (1)    the amount of principal to be repaid in respect of each
                        Class of Class A Notes due on the next Payment Date
                        following that Determination Date; and

                 (2)    the Outstanding Principal Balance and Invested Amount of
                        each Class A Note on the first day of the next following
                        Interest Period (after deducting any principal due to be
                        made on the next Payment Date),

                 and shall forthwith on that Determination Date notify or cause
                 to be notified to the Issuer, the Calculation Agent the Note
                 Trustee, the Principal Paying Agent of each of those
                 determinations in accordance with the Supplementary Bond Terms
                 Notice and Conditions. On receipt of that notice, the Principal
                 Paying Agent shall give a copy of that notice to the Clearing
                 Agency or any Common Depository for them in accordance with the
                 requirements of the Note Depository Agreement.

          (d)    The Manager will immediately cause details of each
                 determination under paragraph (c) to be made available in
                 accordance with Condition 12 by one Banking Day before the
                 relevant Payment Date.

          (e)    If no principal is due to be repaid on the Class A Notes on any
                 Payment Date, the Manager shall give notice or shall cause a
                 notice to this effect to be given to the Class A Noteholders in
                 accordance with Condition 12.

          (f)    If any Class of Class A Notes is redeemed in whole or in part
                 in accordance with the Conditions and the Transaction
                 Documents, the Principal Paying Agent will, if any Book-Entry
                 Notes are still outstanding in relation to that Class, cause
                 the Note Registrar to record all relevant details in the Note
                 Register. The Principal Paying Agent shall as soon as possible,
                 and in any event within three months after the date of any
                 redemption or purchase, furnish to each of the Issuer and the
                 Note Trustee a certificate setting out the aggregate Invested
                 Amount or Outstanding Principal Balance of Class A Notes which
                 have been redeemed or the

--------------------------------------------------------------------------------
                                                                         PAGE 54

<PAGE>
                                                                 Note Trust Deed

                 aggregate Invested Amount or Outstanding Principal Balance of
                 Class A Notes which have been purchased. If the Invested Amount
                 of a Book-Entry Note is reduced to nil, the Principal Paying
                 Agent shall destroy the relevant Book-Entry Note and issue a
                 destruction certificate forthwith to the Note Trustee and shall
                 send a copy of that certificate to the Issuer, the Manager and
                 the Note Trustee.

--------------------------------------------------------------------------------
26  NOTICES TO NOTEHOLDERS

          (a)    At the expense of the Issuer, the Principal Paying Agent shall
                 make available at its offices in New York City on a Banking
                 Day, all notices to Class A Noteholders.

          (b)    The Principal Paying Agent shall promptly send to each of the
                 Note Trustee and the Issuer one copy of the form of every
                 notice given to Class A Noteholders in accordance with the
                 Conditions.

--------------------------------------------------------------------------------
27  DOCUMENTS AND FORMS

          (a)    The Manager shall provide to the Principal Paying Agent for
                 distribution to each Paying Agent sufficient copies of all
                 documents required by the Conditions or the Note Trust Deed to
                 be available to the Class A Noteholders for issue or inspection
                 (including the Note Trust Deed, the Master Trust Deed and the
                 Supplementary Bond Terms Notice).

          (b)    The Manager shall provide to the Calculation Agent such
                 documents as the Calculation Agent may reasonably require from
                 the Manager or the Issuer (and in the case of the Issuer only
                 those documents that are in the Issuer's possession or power)
                 in order for the Calculation Agent properly to fulfil its
                 duties in respect of the Class A Notes.

--------------------------------------------------------------------------------
28  AUTHENTICATION

          The Principal Paying Agent shall authenticate or cause to be
          authenticated the Book-Entry Notes and (if required) the Definitive
          Notes (whether on initial issue or on replacement).

--------------------------------------------------------------------------------
29  INDEMNITY

          (a)    Subject to paragraph (b) and clause 45, the Issuer shall
                 indemnify each Paying Agent, the Note Registrar and the
                 Calculation Agent and their respective directors, officers and
                 employees against any loss, damages, proceeding, liability,
                 cost, claim, action, demand or expense (in this clause 29,
                 each, an Expense) which the Paying Agent, the Note Registrar or
                 the Calculation Agent and their respective directors, officers
                 and employees, as the case may be, may incur or which may be
                 made against the Paying Agent, the Note Registrar's or the
                 Calculation Agent (as the case may be), as a result of or in
                 connection with the Paying Agent's, the Note Registrar's or the
                 Calculation Agent's, as the case may be,

--------------------------------------------------------------------------------
                                                                         PAGE 55

<PAGE>
                                                                 Note Trust Deed

                 appointment or the proper exercise and/or enforcement of the
                 Paying Agent's or the Note Registrar's or the Calculation
                 Agent's, as the case may be, duties under this deed,
                 notwithstanding the resignation or removal of that Paying
                 Agent, Note Registrar or the Calculation Agent in accordance
                 with clause 33 (including any liability in respect of payment
                 of a cheque drawn by that Paying Agent where the cheque is
                 collected or sued upon or an attempt at collection is made
                 after the amount in respect of which it is paid has been
                 returned to the Issuer under clause 20).

          (b)    The indemnity in paragraph (a) applies to any Expense of a
                 Paying Agent, the Note Registrar or the Calculation Agent (as
                 the case may be) only to the extent the Expense does not result
                 from the breach by the Paying Agent, the Note Registrar or the
                 Calculation Agent (as the case may be) of the terms of this
                 deed or from the Paying Agent's, the Note Registrar's or the
                 Calculation Agent's (as the case may be) own fraud, wilful
                 default or negligence or that of its directors, officers or
                 employees or servants.

          (c)    Each of the Calculation Agent, the Paying Agents and the Note
                 Registrar severally indemnifies the Issuer and the Manager and
                 its respective directors, officers and employees against any
                 Expense which the Issuer or the Manager or their respective
                 directors, officers or employees (as the case may be) may incur
                 or which may be made against it (but in no event punitive,
                 indirect or special damages or loss of profits) as a result of
                 a breach by the Calculation Agent, the Paying Agent or the Note
                 Registrar (as the case may be) of the terms of this deed or its
                 own fraud, wilful default or negligence or that of its
                 directors, officers or employees or servants, including any
                 failure to obtain and maintain in existence any Authorisation
                 required by it for the assumption, exercise and performance of
                 its powers and duties under this deed.

--------------------------------------------------------------------------------
30  THE NOTE REGISTER

    30.1  APPOINTMENT OF NOTE REGISTRAR

          The Issuer, at the direction of the Manager, appoints the Note
          Registrar to be the initial Note Registrar upon the terms and
          conditions of this deed. The Note Registrar accepts that appointment.

    30.2  DETAILS TO BE KEPT ON THE NOTE REGISTER

          The Note Registrar shall keep the Note Register with respect to the
          Class A Notes in accordance with this deed, on which shall be entered
          the following information relating to the Securitisation Fund:

          (a)    (name) the name of the Securitisation Fund;

          (b)    (creation) the date of the creation of the Securitisation Fund;

          (c)    (Issue Dates) the Issue Dates for Class A Notes issued in
                 relation to the Securitisation Fund;

          (d)    (Initial Principal Amount) the total Initial Principal Amount
                 of Class A Notes issued on each such Issue Date;

--------------------------------------------------------------------------------
                                                                         PAGE 56

<PAGE>
                                                                 Note Trust Deed

          (e)    (Outstanding Principal Balance) the Outstanding Principal
                 Balance of each Class A Note or Class of Class A Notes from
                 time to time;

          (f)    (Invested Amount) the Invested Amount of each Class A Note or
                 Class of Class A Notes from time to time;

          (g)    (Series) details of relevant Classes of Class A Notes;

          (h)    (details of Noteholders) the name and address of each Class A
                 Noteholder;

          (i)    (number of Notes) the number of Class A Notes held by each
                 Class A Noteholder;

          (j)    (date of entry) the date on which a person was entered as the
                 holder of Class A Notes;

          (k)    (date of cessation) the date on which a person ceased to be a
                 Class A Noteholder;

          (l)    (account) the account to which any payments due to a Class A
                 Noteholder are to be made (if applicable);

          (m)    (payments) a record of each payment in respect of the Class A
                 Notes; and

          (n)    (additional information) such other information as:

                 (1)    is required by the Supplementary Bond Terms Notice;

                 (2)    the Note Registrar considers necessary or desirable; or

                 (3)    the Manager or the Issuer reasonably requires.

    30.3  PAYMENTS OF PRINCIPAL AND INTEREST

          (a)    Any payment of principal or interest on any Class A Note shall
                 be endorsed by the Note Registrar on the Note Register. In the
                 case of payments of principal, the Outstanding Principal
                 Balance and Invested Amount of the Class A Notes shall be
                 reduced for all purposes by the amount so paid and endorsed on
                 the Note Register. Any such record shall be prima facie
                 evidence that the payment in question has been made.

          (b)    If the amount of principal or interest (as the case may be) due
                 for payment on any Class A Note is not paid in full (including
                 Carry Over Class A Charge Offs and by reason of a deduction or
                 withholding) the Note Registrar shall endorse a record of that
                 shortfall on the Note Register.

    30.4  PLACE OF KEEPING REGISTER, COPIES AND ACCESS

          The Note Register shall be:

          (a)    (place kept) kept at the principal office of the Note Registrar
                 or at such place as the Issuer, the Manager and the Note
                 Registrar may agree;

          (b)    (access to Issuer and Manager) open to the Issuer and the
                 Manager to inspect at the Note Registrar's Specified Office
                 during normal business hours;

          (c)    (inspection by Class A Noteholders) open for inspection by a
                 Class A Noteholder during normal business hours but only in
                 respect of information relating to that Class A Noteholder; and

--------------------------------------------------------------------------------
                                                                         PAGE 57

<PAGE>
                                                                 Note Trust Deed

          (d)    (not for copying) not available to be copied by any person
                 (other than the Issuer or the Manager or the Note Trustee or
                 Paying Agent) except in compliance with such terms and
                 conditions (if any) as the Manager, the Issuer and the Note
                 Registrar or the Note Trustee or Paying Agent in their absolute
                 discretion nominate from time to time.

    30.5  DETAILS ON NOTE REGISTER CONCLUSIVE

          (a)    (Reliance on Register) The Issuer, the Note Trustee and the
                 Paying Agents shall be entitled to rely on the Note Register as
                 being a correct, complete and conclusive record of the matters
                 set out in it at any time and whether or not the information
                 shown in the Note Register is inconsistent with any other
                 document, matter or thing. The Issuer, the Note Trustee, and
                 the Paying Agents and the Note Registrar are not liable to any
                 person in any circumstances whatsoever for any inaccuracy in,
                 or omission from, the Note Register.

          (b)    (No trusts etc) The Note Registrar shall not be obliged to
                 enter on the Note Register notice of any trust, Security
                 Interest or other interest whatsoever in respect of any Class A
                 Notes and the Issuer, the Note Trustee, and the Paying Agents
                 and the Note Registrar shall be entitled to recognise a Class A
                 Noteholder as the absolute owner of Class A Notes and the
                 Issuer, the Note Trustee, and the Paying Agents and the Note
                 Registrar shall not be bound or affected by any trust affecting
                 the ownership of any Class A Notes unless ordered by a court or
                 required by statute.

    30.6  ALTERATION OF DETAILS ON NOTE REGISTER

                  On the Note Registrar being notified of any change of name or
                  address or payment or other details of a Class A Noteholder by
                  the Class A Noteholder, the Note Registrar shall alter the
                  Note Register accordingly.

    30.7  RECTIFICATION OF NOTE REGISTER

          If:

          (a)    an entry is omitted from the Note Register;

          (b)    an entry is made in the Note Register otherwise than in
                 accordance with this deed;

          (c)    an entry wrongly exists in the Note Register;

          (d)    there is an error or defect in any entry in the Note Register;
                 or

          (e)    default is made or unnecessary delay takes place in entering in
                 the Note Register that any person has ceased to be the holder
                 of Class A Notes.

          the Note Registrar shall rectify the same.

    30.8  CORRECTNESS OF NOTE REGISTER

          The Note Registrar shall not be liable for any mistake on the Note
          Register or in any purported copy except to the extent that the
          mistake is attributable to its fraud, negligence or wilful default.

--------------------------------------------------------------------------------
                                                                         PAGE 58

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
31  CHANGES OF NOTE REGISTRAR

    31.1  REMOVAL

          The Issuer (on the direction of the Manager) may terminate the
          appointment of the Note Registrar with the prior written approval of
          the Note Trustee (which approval must not be unreasonably withheld or
          delayed), with effect not less than 60 days from that notice.

    31.2  RESIGNATION

          Subject to this clause 31, the Note Registrar may resign its
          appointment at any time by giving to the Issuer, the Manager and the
          Note Trustee not less than 60 days written notice to that effect.

    31.3  LIMITATION

          Despite clauses 31.1 and 31.2:

          (a)    no resignation by or termination of the appointment of the Note
                 Registrar shall take effect until a new Note Registrar approved
                 in writing by the Note Trustee has been appointed on terms
                 previously approved in writing by the Note Trustee (in each
                 case, that approval not to be unreasonably withheld or
                 delayed); and

          (b)    the appointment of a new Note Registrar shall be on terms and
                 subject to the conditions of this deed and the outgoing Note
                 Registrar shall co-operate fully to do all further acts and
                 things and execute any further documents as may be necessary or
                 desirable to give effect to the appointment of the new Note
                 Registrar.

    31.4  APPOINTMENT OF NEW NOTE REGISTRAR

          The Issuer shall forthwith appoint, as soon as reasonably practical, a
          replacement Note Registrar in the event of the resignation or removal
          of the Note Registrar under this clause 31. The retirement or
          resignation of the Note Registrar shall not become effective until the
          successor Note Registrar is appointed. The Manager must assist the
          Issuer to appoint a new Note Registrar on this date or if the Issuer
          fails to appoint a new Note Registrar by the date which is one month
          prior to the Note Registrar's retirement or removal, the Note
          Registrar may petition any court of competent jurisdiction at the
          expense of the Issuer (which expense is an Expense for the purposes of
          the Master Trust Deed) for the appointment of a new Note Registrar
          acceptable to the Issuer.

--------------------------------------------------------------------------------
32  GENERAL

    32.1  COMMUNICATIONS TO CLASS A NOTEHOLDERS

          The Principal Paying Agent shall, upon receipt from the Issuer,
          Manager, Security Trustee, the Calculation Agent, the Note Registrar
          or Note Trustee of any communication to be delivered to Class A
          Noteholders, including any communications pursuant to this deed or any
          other solicitation of notice from or

--------------------------------------------------------------------------------
                                                                         PAGE 59

<PAGE>
                                                                 Note Trust Deed

          consent of the Class A Noteholders pursuant to or relating to this
          deed, forward such communications to the Class A Noteholders, along
          with instructions that the responses relating to such communications
          be returned to the Principal Paying Agent. Such communication shall
          include the date upon which the response to such solicitation shall be
          delivered (the Response Date). The Principal Paying Agent shall treat
          any Class A Noteholder who has not delivered its response as of the
          Response Date as having withheld its consent to the proposed action.
          The Principal Paying Agent shall notify the Issuer, Manager and Note
          Trustee of the results of any such solicitations of consent.

          The Principal Paying Agent will not be responsible for, or liable to
          any person in respect of the contents of any communications delivered
          to or from the Class A Noteholders.

    32.2  INTENTIONALLY DELETED

    32.3  IDENTITY

          Each Paying Agent shall (except as ordered by a court of competent
          jurisdiction or as required by law) be entitled to treat the person:

          (a)    who is, while a Book-Entry Note remains outstanding, the
                 registered owner of that Book-Entry Note as the person entitled
                 to receive payments of principal or interest (as applicable)
                 and each person shown in the records of the Common Depository
                 as the holder of any Class A Note represented by a Book-Entry
                 Note shall be entitled to receive from the registered owner of
                 that Book-Entry Note any payment so made in accordance with the
                 respective rules and procedures of the Common Depository and on
                 the terms and subject to the conditions of that Book-Entry
                 Note;

          (b)    who is the registered owner of any relevant Definitive Note, as
                 the absolute owner or owners of that Definitive Note, (whether
                 or not that Definitive Note, is overdue and despite any notice
                 of ownership or writing on it or any notice of previous loss or
                 theft or of any trust or other interest in it); or

          (c)    who, when a Book-Entry Note in respect of any Class of Notes is
                 no longer outstanding but Definitive Notes in respect of that
                 Class of Notes have not been issued, is for the time being the
                 Note Trustee, as the person entrusted with the receipt of
                 principal or interest, as applicable, on behalf of the relevant
                 Noteholders,

          and in all cases and for all purposes despite any notice to the
          contrary and shall not be liable for so doing.

    32.4  NO SET-OFF

          No Paying Agent shall exercise any right of set-off, withholding,
          counterclaim or lien against, or make any deduction in any payment to,
          any person entitled to receive amounts of principal or interest on the
          Class A Notes in respect of moneys payable by it under this deed.

--------------------------------------------------------------------------------
                                                                         PAGE 60

<PAGE>
                                                                 Note Trust Deed

    32.5  RELIANCE

          Each of the Calculation Agent, the Note Registrar and the Paying
          Agent(s) shall be protected and shall incur no liability for or in
          respect of any action taken, omitted or suffered by it in reliance
          upon any instruction, request or order from the Issuer or the Manager
          or in reliance upon any Class A Note or upon any notice, resolution,
          direction, consent, certificate, affidavit, statement or other paper
          or document reasonably believed by it to be genuine and to have been
          delivered, signed or sent by the proper party or parties.

    32.6  ENTITLED TO DEAL

          The Note Trustee, the Calculation Agent, the Note Registrar and the
          Principal Paying Agent shall not be precluded from acquiring, holding
          or dealing in any Class A Notes or from engaging or being interested
          in any contract or other financial or other transaction with the
          Issuer, the Manager or the Mortgage Manager and in no event whatsoever
          (other than fraud, negligence or wilful default) shall any Note
          Trustee, Calculation Agent, Note Registrar or Principal Paying Agent
          be liable to account to the Issuer or any person entitled to receive
          amounts of principal or interest on the Class A Notes for any profit
          made or fees or commissions received in connection with this deed or
          any Class A Notes.

    32.7  CONSULTATION

          Each of the Note Trustee, the Calculation Agent, the Note Registrar
          and the Principal Paying Agent may consult as to legal matters with
          lawyers selected by it, who may be employees of or lawyers to any
          party to this deed.

    32.8  DUTIES

          The Note Trustee, the Calculation Agent, the Note Registrar and the
          Principal Paying Agent shall perform the duties, and only the duties,
          contained in or reasonably incidental to this deed and the Conditions
          and in the Class A Notes. and no implied duties or obligations (other
          than general laws as to agency) shall be read into this deed or the
          Class A Notes against the Note Trustee, the Calculation Agent, the
          Note Registrar or the Principal Paying Agent. None of the Note
          Trustee, the Calculation Agent, the Note Registrar or the Principal
          Paying Agent shall be required to take any action under this deed
          which would require it to incur any expense or liability, for which
          (in its reasonable opinion) either it would not be reimbursed within a
          reasonable time or in respect of which it has not been indemnified to
          its satisfaction.

    32.9  INCOME TAX RETURNS

          The Principal Paying Agent shall deliver to each Class A Noteholder
          such information as may be reasonably required to enable such Class A
          Noteholder to prepare its income tax returns.

--------------------------------------------------------------------------------
                                                                         PAGE 61

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
33  CHANGES IN PAYING AGENTS AND CALCULATION AGENT

    33.1  REMOVAL

          The Issuer (on the direction of the Manager) may at any time:

          (a)    with the prior written approval of the Note Trustee appoint:

                 (1)    additional or alternative Paying Agents; or

                 (2)    an alternative Calculation Agent;

          (b)    subject to this clause 33, terminate the appointment of any
                 Paying Agent or the Calculation Agent by giving written notice
                 to that effect to each Designated Rating Agency, the
                 Calculation Agent (if its appointment is to be terminated), the
                 Principal Paying Agent and the Note Trustee and (if different)
                 the Paying Agent whose appointment is to be terminated:

                 (1)    with effect immediately on that notice, if any of the
                        following occurs in relation to the Paying Agent or
                        Calculation Agent (as the case may be):

                        (A)    an Insolvency Event has occurred in relation to
                               the Paying Agent or Calculation Agent;

                        (B)    the Paying Agent or Calculation Agent has ceased
                               its business;

                        (C)    the Paying Agent or Calculation Agent fails to
                               comply with any of its obligations under this
                               deed and, if capable of remedy, such failure is
                               not remedied within five Banking Days after the
                               earlier of the Paying Agent or the Calculation
                               Agent, as the case may be, having become aware of
                               that failure and the receipt by the Paying Agent
                               or the Calculation Agent, as the case may be, of
                               written notice with respect thereto from the
                               Issuer or Manager; or

                 (2)    otherwise, with the prior written approval of the Note
                        Trustee (which approval must not be unreasonably
                        withheld or delayed) with effect from the next
                        succeeding Payment Date, if such date falls more than 30
                        days after the notice, or otherwise from the following
                        Payment Date.

    33.2  RESIGNATION

          Subject to this clause 33, a Paying Agent or the Calculation Agent may
          resign its appointment under this deed at any time by giving to the
          Issuer, the Manager, each Designated Rating Agency and (where a Paying
          Agent is resigning and the Paying Agent is not the Principal Paying
          Agent) the Principal Paying Agent not less than 60 days' written
          notice to that effect, which notice shall expire not less than 30 days
          before any due date for payment of any Class A Notes.

    33.3  LIMITATION

          Despite clauses 33.1 and 33.2:

--------------------------------------------------------------------------------
                                                                         PAGE 62

<PAGE>
                                                                 Note Trust Deed

          (a)    no resignation by or termination of the appointment of the
                 Principal Paying Agent shall take effect until a new Principal
                 Paying Agent approved in writing by the Note Trustee has been
                 appointed on terms previously approved in writing by the Note
                 Trustee (in each case, that approval not to be unreasonably
                 withheld or delayed);

          (b)    subject to clause 33.3(a), if the Principal Paying Agent or the
                 Calculation Agent gives a notice of resignation in accordance
                 with clause 33.2 and if by the date which is one (1) month
                 prior to the date of the Principal Paying Agent's or the
                 Calculation Agent's (as the case may be) proposed retirement or
                 removal, the Issuer or the Manager has not appointed a new
                 Principal Paying Agent or Calculation Agent, then the Principal
                 Paying Agent or Calculation Agent (as the case may be) may
                 petition any court of competent jurisdiction at the expense of
                 the Issuer (which expense is an Expense for the purposes of the
                 Master Trust Deed) for the appointment of a new Principal
                 Paying Agent or Calculation Agent (as the case may be)
                 acceptable to the Issuer and the Note Trustee;

          (c)    no resignation by or termination of the appointment of any
                 Paying Agent shall take effect if as a result of that
                 resignation or termination there would cease to be a Paying
                 Agent which has a Paying Office in the City of New York;

          (d)    no appointment or termination of the appointment of any Paying
                 Agent or the Calculation Agent (as the case may be) shall take
                 effect unless and until notice has been given to the Class A
                 Noteholders in accordance with the Conditions; and

          (e)    no resignation by or termination of the appointment of the
                 Calculation Agent shall take effect until a new Calculation
                 Agent has been appointed; and

          (f)    the appointment of any additional Paying Agent shall be on the
                 terms and subject to the conditions of this deed and each of
                 the parties to this deed shall co-operate fully to do all
                 further acts and things and execute any further documents as
                 may be necessary or desirable to give effect to the appointment
                 of the Paying Agent (which shall be, in the case of an
                 appointment under clause 33.1(a) or a termination under clause
                 33.1(b)(2), at the cost of the relevant Paying Agent).

          In addition, the Issuer shall forthwith appoint a Paying Agent in New
          York City (if there is no such Paying Agent at the time) and while
          such circumstances subsist maintain such a Paying Agent. Notice of any
          such termination or appointment and of any change in the office
          through which any Paying Agent will act will be given in accordance
          with Condition 12.

    33.4  DELIVERY OF AMOUNTS

          If the appointment of the Principal Paying Agent terminates, the
          Principal Paying Agent shall, on the date on which that termination
          takes effect, pay to the successor Principal Paying Agent any amount
          held by it for payment of principal or interest in respect of any
          Class A Note and shall deliver to the successor Principal Paying Agent
          all records maintained by it pursuant to this deed and all documents
          (including any Definitive Notes) held by it.

--------------------------------------------------------------------------------
                                                                         PAGE 63

<PAGE>
                                                                 Note Trust Deed

    33.5  SUCCESSOR TO PRINCIPAL PAYING AGENT

          (a)    On the execution by the Issuer, the Manager and any successor
                 Principal Paying Agent of an instrument effecting the
                 appointment of that successor Principal Paying Agent and a deed
                 whereby the successor agrees to be bound by the terms of this
                 deed, that successor Principal Paying Agent shall, without any
                 further act, deed or conveyance, become vested with all the
                 authority, rights, powers, trusts, immunities, duties and
                 obligations of its predecessor with effect as if originally
                 named as Principal Paying Agent in this deed and that
                 predecessor, on payment to it of the pro rata proportion of its
                 administration 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
                 Principal Paying Agent is appointed.

          (b)    Any corporation:

                 (1)    into which the Principal Paying Agent is merged;

                 (2)    with which the Principal Paying Agent is consolidated;

                 (3)    resulting from any merger or consolidation to which the
                        Principal Paying Agent is a party;

                 (4)    to which the Principal Paying Agent 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 upon execution by the
                 Issuer, the Manager and any such merged or consolidated entity
                 of a deed whereby that entity agrees to be bound by the terms
                 of this deed) and to the extent permitted by applicable law,
                 become the successor Principal Paying Agent 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 Issuer or the Manager, and
                 after that effective date all references in this deed to the
                 Principal Paying Agent shall be references to that corporation.

          (c)    The Manager undertakes to use its best endeavours to procure
                 execution by the relevant parties of the deeds referred to in
                 clauses 33.5(a) and (b).

    33.6  SUCCESSOR TO CALCULATION AGENT

          (a)    On the execution by the Issuer, the Manager and any successor
                 Calculation Agent of an instrument effecting the appointment of
                 that successor Calculation Agent and a deed whereby the
                 successor agrees to be bound by the terms of this deed, that
                 successor Calculation Agent shall, without any further act,
                 deed or conveyance, become vested with all the authority,
                 rights, powers, trusts, immunities, duties and obligations of
                 its predecessor with effect as if originally named as
                 Calculation Agent in this deed and that predecessor, on payment
                 to it of the pro rata proportion of its administration 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 Calculation Agent is
                 appointed.

--------------------------------------------------------------------------------
                                                                         PAGE 64

<PAGE>
                                                                 Note Trust Deed

          (b)    Any corporation:

                 (1)    into which the Calculation Agent is merged;

                 (2)    with which the Calculation Agent is consolidated;

                 (3)    resulting from any merger or consolidation to which the
                        Calculation Agent is a party;

                 (4)    to which the Calculation Agent 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 upon execution by the
                 Issuer, the Manager and any such merged or consolidated entity
                 of a deed whereby that entity agrees to be bound by the terms
                 of this deed) and to the extent permitted by applicable law,
                 become the successor Calculation Agent 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 Issuer or the Manager, and after that
                 effective date all references in this deed to the Calculation
                 Agent shall be references to that corporation.

          (c)    The Manager undertakes to use its best endeavours to procure
                 execution by the relevant parties of the deeds referred to in
                 clauses 33.6(a) and (b).

    33.7  NOTICE TO NOTEHOLDERS

          The Manager on behalf of the Issuer shall, within 14 days of:

          (a)    the termination of the appointment of any Paying Agent or the
                 Calculation Agent;

          (b)    the appointment of a new Paying Agent or Calculation Agent; or

          (c)    the resignation of any Paying Agent or Calculation Agent,

          give to the Class A Noteholders notice of the termination, appointment
          or resignation in accordance with Condition 12 (in the case of a
          termination under clause 33.1(b)(1) or 33.2 at the cost of the
          outgoing Paying Agent or the Calculation Agent, as the case may be).

    33.8  CHANGE IN PAYING OFFICE OR SPECIFIED OFFICE

          (a)    If any Paying Agent proposes to change its Paying Office or to
                 nominate a further Paying Office (which must be within the same
                 city as its previous Paying Office), it must give to the
                 Issuer, the Manager, the Note Trustee and, in the case of a
                 change in the Paying Office of a Paying Agent other than the
                 Principal Paying Agent, the Principal Paying Agent, not less
                 than 30 days' prior written notice of that change, giving the
                 address of the new Paying Office and stating the date on which
                 the change is to take effect. No change of Paying Office may
                 occur within the period of 30 days before any due date for
                 payment of any Notes.

          (b)    If the Calculation Agent proposes to change its Specified
                 Office (which must be in New York), or to nominate a further
                 Specified Office, it must give to the Issuer, the Manager and
                 the Note Trustee, not less than 30 days' prior written notice
                 of that change, giving the address of the new Specified Office
                 and stating the date on which the change is to take effect. No

--------------------------------------------------------------------------------
                                                                         PAGE 65

<PAGE>
                                                                 Note Trust Deed

                 change of specified office may occur within the period of 30
                 days before any due date for payment of any Class A Notes.

          (c)    The Manager on behalf of the Issuer must, within 14 days of
                 receipt of a notice under paragraph (a) (unless the appointment
                 is to terminate pursuant to clause 33.1 or 33.2 on or prior to
                 the date of that change) give to the Class A Noteholders notice
                 in accordance with the Conditions of that change and of the
                 address of the new Paying Office or Specified Office (as the
                 case may be) but the costs of giving that notice shall be borne
                 by the Paying Agent or the Calculation Agent (as the case may
                 be) which is changing its Paying Office or Specified Office and
                 not by the Issuer or the Manager.

          (d)    Despite any other provision of this deed, no Paying Office may
                 be located in Australia.

--------------------------------------------------------------------------------
34   WAIVER

          (a)    The Note Trustee may, without the consent of any of the Class A
                 Noteholders, and if directed to do so by the holders of at
                 least 75% of the aggregate Invested Amount of the Class A Notes
                 must, and 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 Class A Noteholders are not
                 materially prejudiced unless the Note Trustee is acting at the
                 direction of the holders of at least 75% of the aggregate
                 Invested Amount of the Class A Notes), waive or authorise on
                 any terms and subject to any conditions as it sees fit and
                 proper:

                 (1)    any breach or proposed breach by the Issuer of any of
                        the covenants or provisions contained in this deed or in
                        the Class A Notes (including the Conditions) or any
                        other Transaction Document (as to which evidence of a
                        breach of one Class A Note shall be deemed evidence of a
                        breach of all Class A Notes); or

                 (2)    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 in writing by holders of Class A Notes representing at
                 least 75% of the aggregate Invested Amount of the Class A Notes
                 or the affected class of Class A Notes as applicable. No
                 direction or request shall affect any waiver, authorisation or
                 determination previously given or made.

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


--------------------------------------------------------------------------------
                                                                         PAGE 66

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
35  AMENDMENT

    35.1  APPROVAL

          The Note Trustee, the Manager and the Issuer may, following the giving
          of not less than ten Banking Days' prior notice to each Designated
          Rating Agency, by way of supplemental deed alter, add to or modify
          this deed (including this clause 35), the Conditions and this clause
          or any Transaction Document (in so far as any such amendment affects
          or relates to the Securitisation Fund), so long as that alteration,
          addition or modification is:

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

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

          (c)    in the opinion of the Note Trustee appropriate or expedient as
                 a consequence of an amendment to any statute 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 statute 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
                 Securitisation Fund); or

          (d)    in the reasonable opinion of the Note Trustee neither
                 prejudicial nor likely to be prejudicial to the interests of
                 the Class A Noteholders as a whole, and in the manner, and to
                 the extent, permitted by the Transaction Documents.

    35.2  RESOLUTION OF CLASS A 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 35.1, is prejudicial or
          likely to be prejudicial to the interest of Class A Noteholders as a
          whole or any class of Class A Noteholders, the Note Trustee, the
          Manager and the Issuer may make that alteration, addition or
          modification only if sanctioned in writing by holders of at least 75%
          of the aggregate Invested Amount of the Class A Notes.

    35.3  DISTRIBUTION OF AMENDMENTS

          The Manager shall distribute to all Class A Noteholders and each
          Designated Rating Agency a copy of any amendments made under clause
          35.1 or 35.2 in accordance with Condition 12 as soon as reasonably
          practicable after the amendment has been made.

    35.4  AMENDMENTS BINDING

          Any amendment under this clause is binding on the Noteholders.

--------------------------------------------------------------------------------
                                                                         PAGE 67

<PAGE>
                                                                 Note Trust Deed

    35.5  NO RATING AGENCY DOWNGRADE

          The Note Trustee will be entitled to assume that any proposed
          alteration, addition or revocation will not be prejudicial or likely
          to be prejudicial to the interests of Class A Noteholders or a
          sub-class thereof if each of the Designated Rating Agencies confirms
          in writing that if the alteration, addition or revocation is effected
          this will not lead to a reduction, qualification or withdrawal of the
          then rating given to the Class A Notes. or the relevant sub-class of
          the Class A Notes by the Designated Rating Agency.

    35.6  CONFORMITY WITH TIA

          Every amendment of this deed executed pursuant to this clause 35 shall
          conform to the requirements of the TIA as then in effect so long as
          this deed shall then be qualified under the TIA.

--------------------------------------------------------------------------------
36  CLASS A NOTEHOLDERS

    36.1  ABSOLUTE OWNER

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

          (b)    So long as the Class A Notes, or any of them, are represented
                 by a Book-Entry Note, the Issuer, the Manager, the Note Trustee
                 and any Paying Agent may treat the person for the time being
                 shown in the records of the Clearing Agency as the holder of
                 any Class A Note as the absolute owner of that Class A Note and
                 the Issuer, the Manager, the Note Trustee and the Paying Agent
                 are not affected by any notice to the contrary, but without
                 prejudice to the entitlement of the registered holder of the
                 Book-Entry Note to be paid principal and interest on the
                 Book-Entry Note in accordance with its terms. Such person shall
                 have no claim directly against the Issuer in respect of payment
                 due on the Class A Notes for so long as the Class A Notes are
                 represented by a Book-Entry Note and the relevant obligations
                 of the Issuer will be discharged by payment to the registered
                 holder of the Book-Entry Note in respect of each amount so
                 paid.

          (c)    All payments made to the owner of a Class A Note under this
                 clause (or, in the case of a Book-Entry Note, to or to the
                 order of the registered holder of that Book-Entry 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 Class A Notes.

          (d)    Any instalment of interest or principal, payable on any Class A
                 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

--------------------------------------------------------------------------------
                                                                         PAGE 68

<PAGE>
                                                                 Note Trust Deed

                 the person in whose name such Class A Note is registered on
                 the Record Date, by cheque mailed first-class, postage
                 prepaid, to such person's address as it appears on the Note
                 Register on such Record Date, except that, unless Definitive
                 Notes have been issued pursuant to clause 3.3, with respect to
                 Class A Notes registered on the Record Date in the name of the
                 nominee of the Clearing Agency (initially, such nominee to be
                 the Common Depository), payment will be made by wire transfer
                 in immediately available funds to the account designated by
                 such nominee and except for the final instalment of principal
                 payable with respect to such Class A Note on a Payment Date or
                 Maturity Date (and except for the redemption of any Class A
                 Note called for redemption pursuant to Condition 5 which shall
                 be payable as provided below.

          (e)    The principal of each Class A Note shall be payable on each
                 Payment Date and the Maturity Date as set forth in the
                 Conditions. The Principal Paying Agent shall notify the person
                 in whose name a Class A Note is registered at the close of
                 business on the Record Date preceding the Payment Date on which
                 the Issuer expects that the final instalment of principal of
                 and interest on such Class A Note will be paid. Such notice
                 shall be mailed or transmitted by facsimile prior to such final
                 Maturity Date and shall specify that such final instalment will
                 be payable only upon presentation and surrender of such Class A
                 Note and shall specify the place where such Class A Note may be
                 presented and surrendered for payment of such instalment.
                 Notices in connection with redemptions of Class A Notes shall
                 be mailed to Class A Noteholders as provided in Condition 12.

    36.2  CLEARING AGENCY CERTIFICATE

          The Issuer, the Manager 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 any
          Clearing Agency or any form of record made by either of them 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 Book-Entry Note.

--------------------------------------------------------------------------------
37  CURRENCY INDEMNITY

          Subject to this deed including, without limitation, clause 45, the
          Issuer indemnifies the Note Trustee and the Class A Noteholders and
          keeps them indemnified against:

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

--------------------------------------------------------------------------------
                                                                         PAGE 69

<PAGE>
                                                                 Note Trust Deed

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

                 (1)    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 Class A Notes is calculated for the
                        purposes of any bankruptcy, insolvency or liquidation of
                        the Issuer; and

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

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

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

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

          (e)    The indemnities in this clause are obligations of the Issuer
                 separate and independent from its obligations under the other
                 provisions of this deed and Class A Notes and apply
                 irrespective of any time or indulgence granted by the Note
                 Trustee or the Class A 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 Issuer for a liquidated sum or sums in
                 respect of amounts due under this deed (other than this clause)
                 or the Class A Notes. Any deficiency will constitute a loss
                 suffered by the Class A Noteholders and no proof or evidence of
                 any actual loss shall be required by the Issuer or its
                 liquidator.

--------------------------------------------------------------------------------
                                                                         PAGE 70

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
38  NEW NOTE TRUSTEES

    38.1  APPOINTMENT BY ISSUER

          The Issuer may, at the direction of the Manager, at any time appoint a
          new note trustee of this deed who has previously been approved in
          writing by holders of at least 75% of the aggregate Invested Amount of
          the Class A Notes. One or more persons may hold office as note trustee
          or note trustees of this deed but that note trustee or 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.

    38.2  APPOINTMENT BY NOTE TRUSTEE

          (a)    The Note Trustee may, on not less than 14 days prior written
                 notice to the Issuer and Manager, appoint any person
                 established or resident in any jurisdiction (whether a Trust
                 Corporation or not) to act either as a separate note trustee or
                 as a co-note trustee jointly with the Note Trustee:

                 (1)    if the Note Trustee considers that appointment to be in
                        the interests of the Class A Noteholders;

                 (2)    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

                 (3)    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 Issuer.

          (b)    Subject to the provisions of this deed, a person appointed
                 under paragraph (a) has all trusts, powers, authorities and
                 discretions (not exceeding those conferred on the Note Trustee
                 by this deed) and all duties and obligations conferred or
                 imposed by the instrument of appointment. All rights, powers,
                 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 such separate note trustee or
                 co-trustee jointly (it being understood that such separate
                 trustee or co-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 rights, powers, duties and
                 obligations shall be exercised and performed singly by such
                 separate trustee or co-trustee, but solely at the direction of
                 the Note Trustee.

          (c)    The Note Trustee may remove any person appointed under this
                 clause. The reasonable 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.

--------------------------------------------------------------------------------
                                                                         PAGE 71

<PAGE>
                                                                 Note Trust Deed

    38.3  NOTICE

          (a)    The Issuer shall notify the Principal Paying Agent and the
                 Class A Noteholders of any appointment of a new note trustee or
                 any retirement or removal of an existing note trustee of this
                 deed as soon as practicable after becoming aware of that
                 appointment, retirement or removal in accordance with Condition
                 12.

          (b)    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.

--------------------------------------------------------------------------------
39  NOTE TRUSTEE'S RETIREMENT AND REMOVAL

    39.1  REMOVAL BY ISSUER

          The Issuer (or the Manager after informing the Issuer 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, subject to clause 39.4, if any of the following occurs in
          relation to the Note Trustee:

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

          (b)    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 Issuer), and, if capable of remedy, the Note Trustee
                 does not remedy that failure within 14 days after the earlier
                 of:

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

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

          (d)    the Note Trustee fails to satisfy any obligation imposed on it
                 under the TIA with respect to the Securitisation Fund or this
                 deed or comply with clause 39.9.

    39.2  REMOVAL BY CLASS A NOTEHOLDERS

          The Class A Noteholders may resolve by written consent of the holders
          of at least 75% of the aggregate Invested Amount of the Class A Notes
          to require the Issuer to remove the Note Trustee or note trustees for
          the time being of this deed.

    39.3  RESIGNATION

          Subject to this clause 39, the Note Trustee may resign its appointment
          under this deed at any time by giving to the Issuer, the Manager, the
          Security Trustee and each Designated Rating Agency not less than 3
          months' written notice to that effect which notice shall expire not
          less than 30 days (or such lesser time as the

--------------------------------------------------------------------------------
                                                                         PAGE 72

<PAGE>
                                                                 Note Trust Deed

          Manager, the Issuer and the Note Trustee may agree) before any due
          date for payment of the Class A Notes.

    39.4  RATING AGENCIES APPROVAL

          Any resignation or removal of the Note Trustee and appointment of a
          successor note trustee will not become effective until acceptance of
          the appointment by that successor note trustee and confirmation by
          Moody's Investor Service Inc (such confirmation not to be unreasonably
          withheld or delayed) that such appointment will not cause a
          downgrading, qualification or withdrawal of the then current ratings
          of the Class A Notes. The Manager is responsible for obtaining such
          confirmation from Moody's Investor Service Inc.

    39.5  TRUST CORPORATION

          The Issuer undertakes that if the Note Trustee which is a Trust
          Corporation retires or is removed it will use its best 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, save as hereinafter
          provided. The Manager must assist the Issuer to appoint a new note
          trustee of this deed. If the Issuer fails to appoint a new Note
          Trustee by the date which is one (1) month prior to the date of the
          Note Trustee's proposed 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
          38.2 of this deed. If no other person can be found to act as the Note
          Trustee, the Noteholders may appoint a Note Trustee from among the
          holders of the Class A Notes.

    39.6  SUCCESSOR TO NOTE TRUSTEE

          (a)    On the execution by the Issuer, the Manager and any successor
                 Note Trustee of an instrument effecting the appointment of that
                 successor Note Trustee and a deed whereby the successor agrees
                 to be bound by this deed, 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:

                 (1)    into which the Note Trustee is merged;

                 (2)    with which the Note Trustee is consolidated;

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

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

--------------------------------------------------------------------------------
                                                                         PAGE 73

<PAGE>
                                                                 Note Trust Deed

                 shall, on the date when that merger, conversion,
                 consolidation, sale or transfer becomes effective (and upon
                 execution by the Issuer, the Manager and any such merged or
                 consolidated entity of a deed whereby that entity agrees to be
                 bound by the terms of this deed) 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 Issuer or the Manager,
                 and after that effective date all references in this deed to
                 the Note Trustee shall be references to that corporation.

          (c)    The Manager undertakes to use its best endeavours to procure
                 execution by the relevant parties of the deeds referred to in
                 clauses 39.6(a) and (b).

    39.7  NOTICE

          (a)    The Issuer shall notify the Principal Paying Agent and the
                 Class A Noteholders of any appointment of a new note trustee or
                 any retirement or removal of the existing note trustee of this
                 deed as soon as practicable after becoming aware of that
                 appointment, retirement or removal in accordance with Condition
                 12.

          (b)    The Note Trustee shall notify each Designated Rating Agency of
                 its retirement as soon as practical.

    39.8  RETENTION OF LIEN

          (a)    Nothing in this clause 39 shall release the Note Trustee from
                 any liability incurred by it prior to its retirement.

          (b)    The outgoing Note Trustee will remain entitled to the benefit
                 of the indemnities granted by this deed to the outgoing Note
                 Trustee in respect of any liability, cost or other obligation
                 incurred by it while acting as Note Trustee, as if it were
                 still the Note Trustee under this deed.

    39.9  ELIGIBILITY; DISQUALIFICATION

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

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

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

--------------------------------------------------------------------------------
40  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 Class A
          Notes.


--------------------------------------------------------------------------------
                                                                         PAGE 74

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
41  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.

--------------------------------------------------------------------------------
42  NOTICES

    42.1  GENERAL

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

          (a)    must be in writing;

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

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

                 (1)    (in the case of delivery in person or by post) when
                        delivered, received or left at the address of the person
                        shown in clause 42.2 or to any other address of which
                        the sender may have been notified by the recipient; and

                 (2)    (in the case of facsimile transmission) on receipt of a
                        transmission report confirming successful transmission
                        to the number shown in clause 42.2 or any other number
                        notified by the recipient to the sender in accordance
                        with this clause 42;

                 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 5.00 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
                 and facsimile under this clause 42.1.

    42.2  DETAILS

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

          The Issuer

                Perpetual Trustees Australia Limited
                Level 7
                9 Castlereagh Street
                Sydney NSW 2000

                Fax: (02) 9221 7870
                Attention: Manager, Securitisation

--------------------------------------------------------------------------------
                                                                         PAGE 75

<PAGE>
                                                                 Note Trust Deed

          The Manager

                ME Portfolio Management Limited
                Level 23
                360 Collins Street
                Melbourne Vic 3000

                Fax: (03) 9605 6200
                Attention: Funding Manager

          The Note Trustee

                The Bank of New York
                101 Barclay Street
                Floor 21 West
                New York, NY 10286

                Fax: 1 212 815 3522
                Attention: Global Structured Products Unit

          The Calculation Agent

                The Bank of New York
                101 Barclay Street
                Floor 21 West
                New York, NY 10286

                Fax: 1 212 815 3522
                Attention: Global Structured Products Unit

          The Security Trustee

                Perpetual Trustee Company Limited
                Level 7
                9 Castlereagh Street
                Sydney NSW 2000

                Fax: (02) 9221 7870
                Attention: Manager - Securitisation

          The Note Registrar

                The Bank of New York
                101 Barclay Street
                Floor 21 West
                New York, NY 10286

                Fax: 1 212 815 3522
                Attention: Global Structured Products Unit

--------------------------------------------------------------------------------
                                                                         PAGE 76

<PAGE>
                                                                 Note Trust Deed


          The Principal Paying Agent

                The Bank of New York
                101 Barclay Street
                Floor 21 West
                New York, NY 10286

                Fax: 1 212 815 3522
                Attention: Global Structured Products Unit

    42.3  COMMUNICATION THROUGH PRINCIPAL PAYING AGENT

          All communications relating to this agreement between the Issuer and
          the Manager and the Calculation Agent and any of the Paying Agents or
          between the Paying Agents themselves shall save as otherwise provided
          in this agreement, be made through the Principal Paying Agent.

--------------------------------------------------------------------------------
43  GOVERNING LAW AND JURISDICTION

    43.1  GOVERNING LAW

          (a)    Subject to clause 43.1(b), 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.

          (b)    The administration of the Trust created under this deed,
                 including the exercise of the Note Trustee's powers under
                 clause 13 of this deed, is governed by the law of New York. In
                 the event of any inconsistency between the operation of the law
                 of New South Wales, Australia and the law of New York in
                 respect of the application of those powers, the law of New York
                 will prevail to the extent of the inconsistency.

    43.2  JURISDICTION

          Each of the parties hereto irrevocably agrees for the benefit of each
          other and the Noteholders that the courts of New South Wales,
          Australia are to have jurisdiction to settle any disputes which may
          arise out of or in connection with this deed and that accordingly any
          notices, demands, suit, action or proceedings arising out of or in
          connection with this deed (together referred to as "Proceedings") may
          be brought in the courts of New South Wales, Australia. Each of the
          parties hereto irrevocably and unconditionally waives and agrees not
          to raise any objection which it may have now or subsequently to the
          laying of the venue of any Proceedings in the courts of New South
          Wales, Australia and any claim that any Proceedings have been brought
          in an inconvenient forum and further irrevocably and unconditionally
          agrees that a judgment in any Proceedings brought in the courts of New
          South Wales, Australia shall be conclusive and binding upon it and may
          be enforced in the courts of any other jurisdiction. Nothing in this
          Clause shall limit any right to take Proceedings in any other court of
          competent jurisdiction, nor shall the taking of Proceedings in one or
          more jurisdictions preclude the taking of Proceedings in any other
          jurisdiction, whether concurrently or not.

--------------------------------------------------------------------------------
                                                                         PAGE 77

<PAGE>
                                                                 Note Trust Deed

    43.3  AGENT

          The Issuer irrevocably and unconditionally appoints CT Corporation
          System, 111 Eighth Avenue, 13th floor, New York, New York, 10011 and
          in the event of its ceasing so to act will appoint such other person
          as the Note Trustee may approve and as the Issuer may nominate in
          writing to the Note Trustee for the purpose to accept service of
          process on its behalf in respect of any Proceedings. The Issuer:

          (a)    agrees to procure that, so long as any of the Notes remains
                 outstanding, there shall be in force an appointment of such a
                 person approved by the Note Trustee with an office with
                 authority to accept service as aforesaid;

          (b)    agrees that failure by any such person to give notice of such
                 service of process to the Issuer shall not impair the validity
                 of such service or of any judgment based thereon;

          (c)    consents to the service of process in respect of any
                 Proceedings by airmailing of copies, postage prepaid, to the
                 Issuer in accordance with Clause 26; and

          (d)    agrees that nothing in this deed shall affect the right to
                 serve process in any other manner permitted by law.

--------------------------------------------------------------------------------
44  COUNTERPARTS

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

--------------------------------------------------------------------------------
45  LIMITED RECOURSE

    45.1  GENERAL

          Clause 26 of the Master Trust Deed applies to the obligations and
          liabilities of the Issuer and the Manager under this deed.

    45.2  LIABILITY OF ISSUER LIMITED TO ITS RIGHT TO INDEMNITY

          (a)    The Issuer enters into this deed only in its capacity as
                 trustee of the Securitisation Fund and in no other capacity
                 (except where the Transaction Documents provide otherwise).
                 Subject to paragraph (c) below, a liability arising under or in
                 connection with this deed or the Securitisation Fund is limited
                 to and can be enforced against the Issuer only to the extent to
                 which it can be satisfied out of the assets and property of the
                 Securitisation Fund which are available to satisfy the right of
                 the Issuer to be exonerated or indemnified for the liability.
                 This limitation of the Issuer's liability applies despite any
                 other provision of this deed and extends to all liabilities and
                 obligations of the Issuer in any way connected with any
                 representation, warranty, conduct, omission, agreement or
                 transaction related to this deed or the Securitisation Fund.

          (b)    Subject to paragraph (c) below, no person (including any
                 Relevant Party) may take action against the Issuer in any
                 capacity other than as trustee of the Securitisation Fund or
                 seek the appointment of a receiver (except under

--------------------------------------------------------------------------------
                                                                         PAGE 78

<PAGE>
                                                                 Note Trust Deed

                 the Security Trust Deed), or a liquidator, an administrator or
                 any 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 Securitisation Fund.

          (c)    The provisions of this clause 45.2 shall not apply to any
                 obligation or liability of the Issuer to the extent that it is
                 not satisfied because under a Transaction Document or by
                 operation of law there is a reduction in the extent of the
                 Issuer's indemnification or exoneration out of the Assets of
                 the Securitisation Fund as a result of the Issuer's fraud,
                 negligence or wilful default and will not apply to any
                 obligation or liability of the Issuer to pay amounts from its
                 personal funds pursuant to clause 12.1.

          (d)    It is acknowledged that the Relevant Parties are responsible
                 under this deed or the other Transaction Documents for
                 performing a variety of obligations relating to the
                 Securitisation Fund. No act or omission of the Issuer
                 (including any related failure to satisfy its obligations under
                 this deed) will be considered fraud, negligence or wilful
                 default of the Issuer for the purpose of paragraph (c) above to
                 the extent to which the act or omission was caused or
                 contributed to by any failure by any Relevant Party or any
                 person who has been delegated or appointed by the Issuer in
                 accordance with the Transaction Documents to fulfil its
                 obligations relating to the Securitisation Fund or by any other
                 act or omission of a Relevant Party or any such person.

          (e)    No attorney, agent, delegate, receiver or receiver and manager
                 appointed in accordance with this deed or any other Transaction
                 Document has authority to act on behalf of the Issuer in a way
                 which exposes the Issuer to any personal liability and no act
                 or omission of any such person will be considered fraud,
                 negligence or wilful default of the Issuer for the purpose of
                 paragraph (c) above.

          (f)    In this clause, Relevant Parties means any party to a
                 Transaction Document other than the Issuer.

          (g)    Nothing in this clause limits the obligations expressly imposed
                 on the Issuer under the Transaction Documents.

          (h)    The Issuer is not obliged to do or refrain from doing anything
                 under this deed (including incurring liability) unless the
                 Issuer's liability is limited in the same manner as set out in
                 paragraphs (a) to (c) of this clause.

    45.3  UNRESTRICTED REMEDIES

          Nothing in clause 45.2 limits any party in:

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

          (b)    obtaining declaratory relief;

          (c)    relation to its rights under the Security Trust Deed; or

          (d)    taking any legal action against the Issuer in its personal
                 capacity under clause 45.2(c).

--------------------------------------------------------------------------------
                                                                         PAGE 79

<PAGE>
                                                                 Note Trust Deed

    45.4  RESTRICTED REMEDIES

          Except as provided in clauses 45.2(c) and 45.3, none of the Note
          Trustee, each Paying Agent or the Calculation Agent shall, in respect
          of this Deed:

          (a)    (judgment) obtain a judgment for the payment of money or
                 damages by the Issuer;

          (b)    (statutory demand) issue any demand under s459E(1) of the
                 Corporations Act (or any analogous provision under any other
                 law) against the Issuer;

          (c)    (winding up) apply for the winding up or dissolution of the
                 Issuer;

          (d)    (execution) levy or enforce any distress or other execution to,
                 on or against any assets of the Issuer;

          (e)    (court appointed receiver) apply for the appointment by a court
                 of a receiver to any of the assets of the Issuer;

          (f)    (set-off or counterclaim) exercise or seek to exercise any
                 set-off or counterclaim against the Issuer; or

          (g)    (administrator) appoint, or agree to the appointment, of any
                 administrator to the Issuer,

          or take proceedings for any of the above and the Note Trustee, each
          Paying Agent and the Calculation Agent waives their rights to make
          those applications and take those proceedings.

          A reference to the Issuer in this clause 45.4 is to the Issuer in its
          personal capacity and not as trustee of the Securitisation Fund

    45.5  WILFUL DEFAULT OF THE ISSUER

          For the purposes of this deed the expression "wilful default":

          (a)    in relation to the Issuer, means a wilful default of this deed
                 by the Issuer:

                 (1)    other than a default which:

                        (A)    arises out of a breach of a Transaction Document
                               by a person other than the Issuer or any person
                               referred to in paragraph (b) in relation to the
                               Issuer;

                        (B)    arises because some other act or omission is a
                               precondition to the relevant act or omission of
                               the Issuer and that other act or omission does
                               not occur;

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

                        (D)    is in accordance with an instruction or direction
                               given to it by any person in circumstances where
                               that person is authorised to do so by any
                               Transaction Document; and

                 (2)    in circumstances where had it not committed that default
                        it would have been entitled to recoupment, reimbursement
                        or a right of indemnity for its costs and expenses (if
                        any) in complying with this deed from the Securitisation
                        Fund;

          (b)    a reference to the "fraud", "negligence" or "wilful default" of
                 the Issuer means the fraud, negligence or wilful default of the
                 Issuer and of its

--------------------------------------------------------------------------------
                                                                         PAGE 80

<PAGE>
                                                                 Note Trust Deed

                 officers or employees, but not of its agents or delegates,
                 unless the Issuer is liable for the acts or omissions of such
                 other person under the terms of this deed.

--------------------------------------------------------------------------------
46  SUCCESSOR TRUSTEE

          The Note Trustee, each Paying Agent and the Calculation Agent shall do
          all things reasonably necessary to enable any successor Issuer
          appointed under clause 18 of the Master Trust Deed to become the
          Issuer under this deed.

--------------------------------------------------------------------------------
47  REIMBURSEMENT FOR THE COST OF INDEPENDENT ADVICE

          Where the Note Trustee is required to express an opinion or make a
          determination or calculation under this deed or the other Transaction
          Documents, the Note Trustee may appoint or engage such independent
          advisers as the Note Trustee reasonably requires to assist in the
          giving of that opinion or the making of that determination or
          calculation and any reasonable costs and expenses payable to those
          advisers 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.

--------------------------------------------------------------------------------
48  NO LIABILITY

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

          (a)    any decline in the value or loss realised upon any sale or
                 other disposition made under the Security Trust Deed of any
                 Charged Property or any other property charged to the Security
                 Trustee by any other person in respect of or relating to the
                 obligations of any person in respect of the Issuer or the
                 Secured Moneys (as defined in the Security Trust Deed) or
                 relating in any way to the Charged Property;

          (b)    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 or failing to act as a consequence of it
                 not being indemnified for any action it might otherwise have
                 taken as contemplated by clause 6.3; and

          (c)    any loss, expense or liability which may be suffered as a
                 result of any assets secured by the Security Trust Deed, the
                 Charged Property or any deeds or documents of title thereto
                 being uninsured or inadequately insured or being held by or to
                 the order of the Mortgage Manager or any of its affiliates or
                 by clearing organisations or their operator or by any person on
                 behalf of the Security Trustee or the Note Trustee,

          except for the fraud, negligence or wilful default of the Note
          Trustee.


--------------------------------------------------------------------------------
                                                                         PAGE 81

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
49  PROSPECTUS

          The Note Trustee has no responsibility for any statement or
          information in or omission from any prospectus, advertisement,
          circular or other document issued by or on behalf of the Issuer or
          Manager, including in connection with the issue of Class A Notes.
          Neither the Issuer nor the Manager may publish or permit to be
          published any such document in connection with the offer of Class A
          Notes or an invitation for subscriptions for Class A 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.

--------------------------------------------------------------------------------
50  NOTE TRUSTEE'S LIMITED LIABILITY

    50.1  RELIANCE ON CERTIFICATE

          The Note Trustee shall not incur any liability as a result of relying
          upon the authority, validity, due authorisation of, or the accuracy of
          any information contained in any notice, resolution, direction,
          consent, certificate, receipt, affidavit, statement, valuation report
          or other document or communication (including any of the above
          submitted or provided by the Manager, by the Issuer or by a Class A
          Noteholder) if the Note Trustee is entitled, under clause 50.2 to
          assume such authenticity, validity, due authorisation or accuracy.

          In preparing any notice, certificate, advice or proposal the Note
          Trustee shall be entitled to assume, unless it is actually aware to
          the contrary, that each person under any Authorised Investment,
          Enhancement, Mortgage, other Transaction Document or any other deed,
          agreement or arrangement incidental to any of the above or to the
          Securitisation Fund, will perform their obligations under those
          documents in full by the due date and otherwise in accordance with
          their terms.

    50.2  NOTE TRUSTEE'S RELIANCE ON MANAGER, SECURITY TRUSTEE, ISSUER OR
          MORTGAGE MANAGER

          (a)    (Authorised Signatories are sufficient evidence) Whenever any
                 certificate, notice, proposal, direction, instruction, document
                 or other communication is to be given to the Note Trustee, the
                 Note Trustee may assume:

                 (1)    the authenticity and validity of any signature in any
                        such document and that such document has been duly
                        authorised; and

                 (2)    the accuracy of any information contained in any such
                        documents,

                 in either case unless the officers of the Note Trustee
                 responsible for the administration of the trust constituted
                 under this deed (the Note Trust) are actually aware to the
                 contrary.

          (b)    (Note Trustee not liable for loss) The Note Trustee shall not
                 be responsible for any loss arising from any forgery or lack of
                 authenticity or any act, neglect, mistake or discrepancy of the
                 Manager, the Security Trustee, Issuer or the Mortgage Manager
                 or any officer, employee, agent or delegate of the Manager, the
                 Security Trustee, the Issuer or the Mortgage

--------------------------------------------------------------------------------
                                                                         PAGE 82

<PAGE>
                                                                 Note Trust Deed

                 Manager 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 constituted
                 by this deed are not actually aware of such forgery, lack of
                 authenticity or validity, act, neglect, mistake or discrepancy.

    50.3  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 applicable present or future law of any place or
          any applicable ordinance, rule, regulation or by law or of any
          applicable decree, order or judgment of any competent court or other
          tribunal, the Note Trustee shall be prohibited from doing or
          performing.

    50.4  RELIANCE ON EXPERTS

          The Note Trustee may rely on and act on the opinion or statement or
          certificate or advice of or information obtained from the Security
          Trustee, the Mortgage Manager, the Issuer, 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 except to the extent of
          losses, costs, claims or damages caused by the Note Trustee's fraud,
          negligence or wilful default.

    50.5  OVERSIGHTS OF OTHERS

          Having regard to the limitations on the Note Trustee's duties, powers,
          authorities and discretions under this deed, the Note Trustee shall
          not be responsible for any act, omission, misconduct, mistake,
          oversight, error of judgment, forgetfulness or want of prudence on the
          part of any person or agent appointed by the Note Trustee or on whom
          the Note Trustee is entitled to rely under this deed (other than a
          related body corporate (as defined in section 9 of the Corporations
          Act)), attorney, banker, receiver, barrister, solicitor, agent or
          other person acting as agent or adviser to the Note Trustee except to
          the extent of losses, costs, claims or damages caused by the Note
          Trustee's fraud, negligence or wilful default, provided that nothing
          in this deed or any other Transaction Document imposes any obligations
          on the Note Trustee to review or supervise the performance by any
          other party of its obligations.

    50.6  POWERS, AUTHORITIES AND DISCRETIONS

          Except as otherwise provided in this deed and 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.

--------------------------------------------------------------------------------
                                                                         PAGE 83

<PAGE>
                                                                 Note Trust Deed

    50.7  IMPOSSIBILITY OR IMPRACTICABILITY

          If for any other reason it becomes impossible or impracticable for it
          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 and, except to the extent of its own fraud, negligence or
          wilful default, 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.

    50.8  LEGAL AND OTHER PROCEEDINGS

          (a)    (Indemnity for legal costs) The Note Trustee or the Class A
                 Noteholders acting under clause 6.5 (as the case may be) (each
                 an Indemnified Party) shall be indemnified by the Issuer
                 (subject to clause 45) for all legal costs and disbursements on
                 a full indemnity basis and all other cost, disbursements,
                 outgoings and expenses incurred by the Indemnified Party in
                 connection with:

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

                 (2)    without limiting the generality of paragraph (1) above,
                        the initiation, defence, carriage and settlement of any
                        action, suit, proceeding or dispute in respect of; and

                 (3)    obtaining legal advice or opinions concerning or
                        relating to the interpretation or construction of,

                 this deed or any other Transaction Document or otherwise under
                 or in respect of this deed provided that the enforcement,
                 contemplated enforcement or preservation by the Note Trustee
                 (as the case may be) of the rights referred to in paragraph (1)
                 or the court proceedings referred to in paragraph (2)
                 (including in each case the defence of any action, suit,
                 proceeding or dispute brought against the Indemnified Party),
                 and the basis of incurring any of those costs, disbursements,
                 outgoings and expenses by the Indemnified Party:

                 (4)    has been approved in advance by the written consent of
                        the holders of at least 75% of the aggregate Invested
                        Amount of the Class A Notes; or

                 (5)    the Indemnified Party reasonably considers the incurring
                        of those costs, disbursements, outgoings and expenses to
                        be necessary.

          (b)    (Defence of proceedings alleging negligence etc.) The
                 Indemnified Party shall be entitled to claim in respect of the
                 above indemnity from the Issuer 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 immediately repay to the
                 Issuer the amount previously paid by the Issuer to it in
                 respect of that indemnity.

          (c)    (Expenses) Subject to clause 45, the Issuer will on demand
                 reimburse the Note Trustee for and keep the Note Trustee
                 indemnified against all expenses including legal costs and
                 disbursements (on a full indemnity basis) reasonably incurred
                 by the Note Trustee in connection with:

--------------------------------------------------------------------------------
                                                                         PAGE 84

<PAGE>
                                                                 Note Trust Deed

                 (1)    the preparation and execution of this deed and any
                        subsequent consent, agreement, approval or waiver under
                        this deed or amendment to this deed;

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

                 (3)    any enquiry by a Government Agency concerning the Issuer
                        or the Assets of the Securitisation Fund or a
                        transaction or activity the subject of the Transaction
                        Documents.

    50.9  NO LIABILITY EXCEPT FOR NEGLIGENCE ETC.

          Except to the extent caused by the fraud, negligence or wilful default
          on the Note Trustee's part or on the part of any of its officers or
          employees, or any agents 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 for any losses, costs,
          liabilities or claims arising from the failure to pay moneys on the
          due date for payment to any Class A Noteholder or any other person or
          for any loss howsoever caused in respect of any of the Securitisation
          Fund or to any Class A Noteholder or other person. The Note Trustee is
          not obliged to take any action under this deed unless it is
          indemnified to its reasonable satisfaction against all actions,
          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.

    50.10 FURTHER LIMITATIONS ON NOTE TRUSTEE'S LIABILITY

          Subject to clause 50.2, the Note Trustee shall not be liable:

          (a)    for any losses, costs, liabilities or expenses arising out of
                 the exercise or non-exercise of its discretion or for any other
                 act or omission on its part under this deed, any other
                 Transaction Document or any other document except where the
                 exercise or non-exercise of any discretion, or any act or
                 omission, by the Note Trustee, or any of its officers or
                 employees, or any agent, 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, constitutes fraud,
                 negligence or wilful default;

          (b)    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:

                 (1)    any Class A Noteholder under this deed, any other
                        Transaction Document or any other document;

                 (2)    any person under an Enhancement or Mortgage,

                 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

--------------------------------------------------------------------------------
                                                                         PAGE 85

<PAGE>
                                                                 Note Trust Deed

                 or delegate employed by the Note Trustee in accordance with
                 this deed to carry out any transactions contemplated by this
                 deed;

          (c)    for any Manager's Default;

          (d)    without limiting the Note Trustee's obligations under the
                 Transaction Documents, for any act, omission or default of any
                 Mortgage Manager in relation to its servicing duties or its
                 obligations under any Mortgage Origination and Management
                 Agreement;

          (e)    without limiting the Note Trustee's obligations under the
                 Transaction Documents, for any act, omission or default of the
                 Security Trustee in relation to its obligations under the
                 Transaction Documents;

          (f)    without limiting the Note Trustee's obligations under the
                 Transaction Documents, for any act, omission or default of a
                 Paying Agent in relation to its obligations under the
                 Transaction Documents;

          (g)    without limiting the Note Trustee's obligations under the
                 Transaction Documents, for any act, omission or default of the
                 Calculation Agent in relation to its obligations under the
                 Transaction Documents;

          (h)    for the failure of a person to carry out an agreement with the
                 Note Trustee in connection with the Securitisation Fund; or 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 Manager, the Issuer or Security Trustee,

          except, in the case of paragraphs (c) to (h) (inclusive), to the
          extent that it is caused by the fraud, negligence or wilful default of
          the Note Trustee.

          Nothing in this clause 50.10 alone (but without limiting the operation
          of any other clause of this deed) shall imply a duty on the Note
          Trustee to supervise the Manager or the Security Trustee in the
          performance of the Manager's or the Security Trustee's functions and
          duties, and the exercise by the Manager or the Security Trustee of its
          discretions.

    50.11 CONFLICTS

          (a)    (Not liable to account) the Note Trustee shall not be in any
                 way liable to account to any Class A 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 (b) below.

          (b)    (Fiduciary relationship) the Note Trustee shall not by reason
                 of any fiduciary relationship be in any way precluded from
                 making any contracts or entering into any transactions with any
                 such person in the ordinary course of its 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. The Note
                 Trustee shall not be accountable to any Class A

--------------------------------------------------------------------------------
                                                                         PAGE 86

<PAGE>
                                                                 Note Trust Deed

                 Noteholder or any other person for any profits arising from
                 any such contracts, transactions or offices.

    50.12 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 Class A Noteholder) with any credit or other
          information concerning the affairs, financial condition or business of
          the Securitisation Fund.

    50.13 INVESTIGATION BY NOTE TRUSTEE

          Each Noteholder acknowledges that the Note Trustee has no duty, and is
          under no obligation, to investigate whether a Manager's Default or
          Trustee's Default has occurred in relation to the Securitisation Fund
          other than where it has actual notice.

--------------------------------------------------------------------------------
51  NOTEHOLDERS' LISTS AND REPORTS, CONTINUING SECURITY, RELEASES AND WAIVERS

    51.1  PROVISION OF INFORMATION

          The Manager will cause to be furnished to the Note Trustee:

          (a)    every six months (with the first six month period commencing on
                 the Closing 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 Class A Noteholders as of the Record
                 Date immediately preceding that Notice Date; and

          (b)    at such other times as the Note Trustee may request in writing,
                 within 30 days after receipt by the Manager with a copy
                 provided to the Issuer 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 Class A Notes are Book-Entry Notes

          no such list shall be required to be furnished.

    51.2  PRESERVATION OF INFORMATION; COMMUNICATIONS TO NOTEHOLDERS

          (a)    The Note Trustee shall preserve, in as current a form as is
                 reasonably practicable, the names and addresses of the Class A
                 Noteholders contained in the most recent list (if any)
                 furnished to the Note Trustee as provided in clause 51.1 and if
                 it acts as Note Registrar, the names and addresses of Class A
                 Noteholders received by the Note Trustee in its capacity as
                 Note Registrar. The Note Trustee may destroy any list furnished
                 to it as provided in such clause 51.1 upon receipt of a new
                 list so furnished.

--------------------------------------------------------------------------------
                                                                         PAGE 87

<PAGE>
                                                                 Note Trust Deed

          (b)    Class A Noteholders may communicate pursuant to Section 312(b)
                 of the TIA with other Class A Noteholders with respect to their
                 rights under this deed or under the Class A Notes.

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

    51.3  REPORTS BY NOTE TRUSTEE

          If required by Section 313(a) of the TIA, within 60 days after each 30
          June, beginning with 30 June [2003], the Note Trustee shall mail to
          each Class A Noteholder, the Issuer and the 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 Class A Noteholders shall be filed by the Note
          Trustee with the Commission and each stock exchange, if any, on which
          the Class A Notes are listed. The Manager on behalf of the Issuer
          shall notify the Note Trustee if and when the Class A Notes are listed
          on any stock exchange.

    51.4  NOTICES TO CLASS A NOTEHOLDERS; WAIVER

          Where this deed provides for notice to Class A Noteholders of any
          event, such notice shall be sufficiently given (unless otherwise
          herein expressly provided) if in writing and mailed, first-class,
          postage prepaid to each Noteholder affected by such event, at his or
          her address as it appears on the Note Register, not later than the
          latest date, and not earlier than the earliest date, prescribed for
          the giving of such notice. In any case where notice to Class A
          Noteholders is given by mail, neither the failure to mail such notice
          nor any defect in any notice so mailed to any particular Class A
          Noteholder shall affect the sufficiency of such notice with respect to
          other Class A Noteholders, and any notice that is mailed in the manner
          herein provided shall conclusively be presumed to have been duly
          given. 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 Class A 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.

          In case, by reason of the suspension of regular mail services as a
          result of a strike, work stoppage or similar activity, it shall be
          impractical to mail notice of any event to Class A Noteholders when
          such notice is required to be given pursuant to any provision of this
          deed, then any manner of giving such notice as the Manager on behalf
          of the Issuer shall direct the Note Trustee shall be deemed to be a
          sufficient giving of such notice.

    51.5  TRUSTEE'S LIABILITY NOT AFFECTED

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

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

--------------------------------------------------------------------------------
                                                                         PAGE 88

<PAGE>
                                                                 Note Trust Deed

          (b)    (Delay in recovery): subject to Condition 8 of the Conditions,
                 the Note Trustee failing or neglecting to recover any amounts
                 owing in respect of the Class A Notes;

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

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

    51.6  REPORTS BY ISSUER

          The Issuer or the Manager on its behalf shall:

          (a)    file with the Note Trustee, within 15 days after the Issuer or
                 the Manager 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 Issuer or the Manager may be
                 required to file with the Commission pursuant to section 13 or
                 15(d) of the Securities Exchange Act of 1934, as amended;

          (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 Issuer or the Manager on its
                 behalf 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 Class A Noteholders described in Section 313(c)
                 of the TIA) such summaries of any information, documents and
                 reports required to be filed by the Issuer or the Manager on
                 its behalf pursuant to clauses (a) and (b) of this clause 51.6
                 as may be required by rules and regulations prescribed from
                 time to time by the Commission.

--------------------------------------------------------------------------------
52  TRUST INDENTURE ACT - MISCELLANEOUS

    52.1  COMPLIANCE CERTIFICATES AND OPINIONS, ETC

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

                 (1)    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;

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

                 (3)    (if required by the TIA) an Independent Certificate from
                        a firm of certified public accountants meeting the
                        applicable requirements of

--------------------------------------------------------------------------------
                                                                         PAGE 89

<PAGE>
                                                                 Note Trust Deed

                        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.

                 (1)    Prior to the deposit of any property or securities with
                        the Issuer 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 Issuer
                        (or the Manager on its behalf) shall, in addition to any
                        obligation imposed in clause 52.1(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.

                 (2)    Whenever any property or securities are to be released
                        from the Security Interest created by the Security Trust
                        Deed, the Issuer (or the Manager on its behalf) 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.

                 (3)    Whenever the Issuer (or the Manager on its behalf) 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
                        (1) and (2), the Issuer (or the 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 (2) and this
                        clause (3), equals 10% or more of the Outstanding
                        Principal Balance 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
                        Outstanding Principal Balance of the Notes.
                        Notwithstanding any other provision of this clause, the
                        Issuer may:

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

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

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

--------------------------------------------------------------------------------
                                                                         PAGE 90

<PAGE>
                                                                 Note Trust Deed

                 (1)    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;

                 (2)    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;

                 (3)    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

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

    52.2  UNDERTAKING FOR COSTS

          (a)    Subject to paragraph (b), all parties to this deed agree, and
                 each Class A Noteholder by such Class A 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:

                 (1)    any suit instituted by the Note Trustee;

                 (2)    any suit instituted by any Class A Noteholder, or group
                        of Class A Noteholders in each case holding in the
                        aggregate more than 10% of the aggregate Invested Amount
                        of the Class A Notes; or

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

    52.3  EXCLUSIONS OF SECTION 316

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

          (b)    For the purposes of Section 316(a)(2) of the TIA in determining
                 whether any Class A Noteholders have concurred in any relevant
                 direction or consent, Notes owned by the Issuer or by any
                 Associate of the Issuer, 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
                 Class A Notes which the Note Trustee knows are so owned shall
                 be so disregarded.


--------------------------------------------------------------------------------
                                                                         PAGE 91

<PAGE>
                                                                 Note Trust Deed

    52.4  UNCONDITIONAL RIGHTS OF CLASS A NOTEHOLDERS TO RECEIVE PRINCIPAL AND
          INTEREST

          Notwithstanding any other provisions in this deed but subject to
          clause 45, any Class A Noteholder shall have the right, which is
          absolute and unconditional, to receive payment of the principal of and
          interest, if any, on such Class A Note on or after the respective due
          dates thereof expressed in such Class A Note or in this deed (or, in
          the case of final redemption of a Note, on or after the Final 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 Class
          A 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.

    52.5  CONTINUING OBLIGATION

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

    52.6  NO MERGER

          Neither this deed nor any of the Note Trustee's powers shall merge or
          prejudicially affect or be merged in or prejudicially affected by and
          the Issuer's obligations hereunder shall not in any way be abrogated
          or released by any other security, any judgment or order, any
          contract, any cause of action or remedy or any other matter or thing
          now or hereafter existing in respect of the Secured Moneys.

    52.7  WAIVER

          A failure to exercise or enforce or a delay in exercising or enforcing
          or the partial exercise or enforcement of any right, remedy, power or
          privilege hereunder by a party shall not in any way preclude or
          operate as a waiver of any further exercise or enforcement thereof or
          the exercise or enforcement of any other right remedy power or
          privilege hereunder or provided by law.

    52.8  CONSENTS AND APPROVALS

          Where any act, matter or thing hereunder depends on the consent or
          approval of the Note Trustee then unless expressly provided otherwise
          herein such consent or approval may be given or withheld in the
          absolute and unfettered discretion of the Note Trustee and may be
          given subject to such conditions as the Note Trustee thinks fit in its
          absolute and unfettered discretion and notwithstanding anything to the
          contrary in this deed, may be given retrospectively.

    52.9  WRITTEN WAIVER, CONSENT AND APPROVAL

          Any waiver, consent or approval given by a party under this deed shall
          only be effective and shall only bind that party if it is given in
          writing or given verbally and subsequently confirmed in writing and
          executed by that party or on its behalf by an officer for the time
          being of that party.

--------------------------------------------------------------------------------
                                                                         PAGE 92

<PAGE>
                                                                 Note Trust Deed

    52.10 TIME OF ESSENCE

          Time is of the essence in respect of the Issuer's obligations
          hereunder.

    52.11 MORATORIUM LEGISLATION

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

          (a)    to lessen or otherwise to vary or affect in favour of the
                 Issuer any obligation under this deed; or

          (b)    to delay or otherwise prevent or prejudicially affect the
                 exercise of any powers conferred on the Note Trustee, the
                 Principal Paying Agent, the Calculation Agent or the Note
                 Registrar under this deed;

          are hereby expressly waived, negatived and excluded.

    52.12 BINDING ON EACH SIGNATORY

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

    52.13 COUNTERPARTS

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

    52.14 ASSIGNMENT

          No party may assign or transfer any of its rights or obligations under
          this deed without the prior written consent of the other parties and
          in accordance with the provisions of this deed with respect to
          retirement of each of such parties from their respective roles under
          this deed.

    52.15 POWER OF ATTORNEY

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

    52.16 CERTIFICATE OF NOTE TRUSTEE

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

    52.17 REMEDIES CUMULATIVE

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

--------------------------------------------------------------------------------
                                                                         PAGE 93

<PAGE>
                                                                 Note Trust Deed

    52.18 INTEREST ON JUDGMENT

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

    52.19 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 Sections 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.

--------------------------------------------------------------------------------
53  CONSENT OF CLASS A NOTEHOLDERS

    53.1  GENERAL

          Except as expressly provided elsewhere in this deed or in clause 53.2
          below, any action that may be taken by the Class A Noteholders under
          this deed may be taken by registered holders of not less than a
          majority of the aggregate Invested Amount of Class A Notes.

    53.2  SPECIAL WRITTEN APPROVALS

          (a)    The following matters are only capable of being effected by the
                 approval in writing of holders of at least 75% of the aggregate
                 Invested Amount of the Class A Notes, namely:

                 (1)    modification of the date fixed for final maturity of the
                        Class A Notes;

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

                 (3)    alteration of the amount of interest payable on any
                        class of the Class A Notes or modification of the method
                        of calculating the amount of interest payable on the
                        Class A Notes or modification of the date of payment of
                        or interest payable on the Class A Notes;

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

                 (5)    altering the required percentage of aggregate Invested
                        Amount of the Class A Notes required to consent or take
                        any action;

                 (6)    alteration of this sub-paragraph.

--------------------------------------------------------------------------------
                                                                         PAGE 94

<PAGE>
                                                                 Note Trust Deed

          (b)    The Class A Noteholders shall in addition to the powers given
                 under this deed have the following powers if approval is given
                 by holders of at least 75% of the aggregate Invested Amount of
                 the Class A Notes as appropriate,

                 (1)    power to sanction any compromise or arrangement proposed
                        to be made between the Issuer and the Class A
                        Noteholders;

                 (2)    power to sanction any abrogation, modification,
                        compromise or arrangement in respect of the rights of
                        the Class A Noteholders against the Issuer or against
                        any of its property or against any other person whether
                        such rights shall arise under these presents, any of the
                        Notes or otherwise;

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

                 (4)    power to give any authority or sanction which under the
                        provisions of this deed or the Class A Notes (including
                        the Conditions) is required to be given in writing by
                        holders of at least 75% of the aggregate Invested Amount
                        of the Class A Notes;

                 (5)    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;

                 (6)    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 Class A Notes;

                 (7)    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 the approval in writing by holders of at least 75% of
                        the aggregate Invested Amount of the Class A Notes;

                 (8)    override any waiver by the Note Trustee of a breach of
                        any provisions of Transaction Documents or an Event of
                        Default under the Security Trust Deed;

                 (9)    power to sanction any scheme or proposal for the
                        exchange or sale of the Class A Notes, as the case may
                        be, or for the conversion of the Class A Notes, or for
                        the cancellation of the Class A Notes, in consideration
                        of shares, stock, notes, bonds, debentures, debenture
                        stock and/or other obligations and/or securities of the
                        Issuer 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.

--------------------------------------------------------------------------------
                                                                         PAGE 95

<PAGE>
                                                                 Note Trust Deed

    53.3  REQUIREMENT FOR WRITING

          Except as expressly provided elsewhere in this deed, all notices and
          consents from Class A Noteholders shall be delivered in writing. Any
          solicitation of such notices or consent shall be in writing and be
          delivered by the Issuer, Manager or Note Trustee, as applicable,
          seeking such notice or consent from the Class A Noteholders to the
          Principal Paying Agent, who shall deliver the foregoing to the
          appropriate Class A Noteholders. With respect to any solicitation of
          approval of Class A Noteholders, the Record Date for determining Class
          A Noteholders with respect to such solicitation shall be the date upon
          which the Principal Paying Agent distributes such notices or
          solicitation to the Class A Noteholders.

    53.4  MEETINGS OF CLASS A NOTEHOLDERS

          Meetings of Class A Noteholders may be convened in the manner set out
          in the Meeting Procedures set out in Schedule 3 in any circumstance
          where a matter arises for determination by the Class A Noteholders
          pursuant to this deed.

    53.5  ENTIRE AGREEMENT

          This deed together with such of the Transaction Documents to which
          each of the parties hereto is a party, constitutes the entire
          agreement between the parties to it as to the subject matter with
          which it deals.

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

EXECUTED AS A DEED:
Each attorney executing this deed states that he or she has no notice of,
alteration to, or revocation or suspension of, his or her power of attorney.

ISSUER

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


-----------------------------------       --------------------------------------
Witness                                   Attorney


-----------------------------------       --------------------------------------
Name (please print)                       Name (please print)

MANAGER



--------------------------------------------------------------------------------
                                                                         PAGE 96

<PAGE>
                                                                 Note Trust Deed

SIGNED SEALED AND DELIVERED for
ME PORTFOLIO MANAGEMENT LIMITED
by its attorney in the presence of:



-----------------------------------       --------------------------------------
Witness                                   Attorney


-----------------------------------       --------------------------------------
Name (please print)                       Name (please print)

NOTE TRUSTEE / PRINCIPAL PAYING AGENT/

CALCULATION AGENT / NOTE REGISTRAR

SIGNED SEALED AND DELIVERED for
THE BANK OF NEW YORK
by its Authorised Signatory in the
presence of:


-----------------------------------       --------------------------------------
Witness                                   Authorised Signatory


-----------------------------------       --------------------------------------
Name (please print)                       Name (please print)

SECURITY TRUSTEE

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


-----------------------------------       --------------------------------------
Witness                                   Attorney


-----------------------------------       --------------------------------------
Name (please print)                       Name (please print)






--------------------------------------------------------------------------------
                                                                         PAGE 97

<PAGE>
                                                                 Note Trust Deed



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

SCHEDULE 1

FORM BOOK-ENTRY NOTE



REGISTERED
                                                    CUSIP No....................

                                                    ISIN No.....................

                                                    Common Code.................


Unless this 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 Note 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 FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                      Perpetual Trustees Australia Limited

                              (ABN 86 000 431 827)

           (a limited liability company incorporated under the law of

                           New South Wales, Australia)

                        in its capacity as trustee of the

                             SMHL Global Fund No. 4

                                 BOOK-ENTRY NOTE

                                  representing

                                     US$[##]

               Class A Mortgage Backed Floating Rate Notes Due on

                           the Payment Date falling in

This Note is a Class A Book-Entry Note in respect of a duly authorised issue of
Notes of Perpetual Trustees Australia Limited in its capacity as trustee of the
SMHL Global Fund No. 4 (the "Securitisation Fund") (the "Issuer"), designated as
specified in the title above (the "Notes"), in an initial aggregate principal
amount of

                                 ** (US$[##])**

and (a) constituted by a Master Trust Deed (the "Master Trust Deed") dated 4
July 1994 between the Issuer as trustee, and ME Portfolio Management Limited
(the "Manager"), by a Supplementary Bond Terms Notice (the "Supplementary Bond
Terms Notice") dated [##] 2003 executed by the Issuer, the Security Trustee (as
defined herein), 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 Class A Notes (the "Class A Noteholders") and the Manager, and by the
Conditions;

--------------------------------------------------------------------------------
                                                                         PAGE 98

<PAGE>
                                                                 Note Trust Deed

(b) issued subject to a Note Trust Deed dated [##] 2003 (the "Note Trust Deed")
between (among others) the Issuer, the Manager and the Note Trustee; and (c)
secured by a Security Trust Deed (the "Security Trust Deed") dated [##] 2003
between the Issuer, the Manager, the Note Trustee and Perpetual Trustee Company
Limited (ABN 42 000 001 007) (the "Security Trustee", which expression shall
include its successor for the time being as security trustee under the Security
Trust Deed). References to the Conditions (or to any particular numbered
Condition) shall be to the Terms and Conditions of the Class A Notes set out in
Schedule 4 to the Note Trust Deed but with the deletion of those provisions
which are applicable only to Class A 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 Class A Book-Entry Note will be exchangeable in whole at the
offices of the Principal Paying Agent at [      ] (or such other place outside
Australia and any of its respective territories and possessions and other areas
subject to jurisdictions as the Note Trustee may agree) for Class A Definitive
Notes and the Issuer shall execute and procure that the Principal Paying Agent
authenticates and delivers in full exchange for this Class A Book-Entry Note,
Class A Definitive Notes in aggregate principal amount equal to the Amount of
all Class A Notes represented by this Class A Book-Entry 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 Securitisation Fund, subject to
this Class A Book-Entry Note and subject to and in accordance with the
Conditions and the Note Trust Deed promises to pay to Cede & Co., or registered
assigns of this Class A Book-Entry Note the principal sum of (US$[        ]) or
such lesser amount as may from time to time be represented by this Class A
Book-Entry Note (or such part of that amount as may become repayable under the
Conditions, the Supplementary Bond Terms Notice and the Note Trust Deed) on such
date(s) that principal sum (or any part of it) becomes repayable in accordance
with the Conditions, the Supplementary Bond Terms Notice and the Note Trust Deed
and to pay interest in arrears on each Payment Date (as defined in Condition 4)
on the Invested Amount (as defined in Condition 5(a)) of this Class A Book-Entry
Note at rates determined in accordance with Class A Condition 4 and all subject
to and in accordance with the certification requirements described in this Class
A Book-Entry Note, the Conditions, the Supplementary Bond Terms Notice and the
Note Trust Deed, which shall be binding on the registered holder of this Class A
Book-Entry Note (as if references in the Conditions to the Notes and the
Noteholders were references to this Class A Book-Entry Note and the registered
holder of this Class A Book-Entry Note respectively and as if the same had been
set out in this Class A Book-Entry Note in full with all necessary changes,
except as otherwise provided in this Class A Book-Entry Note).

Payments of interest on this Class A Note due and payable on each Quarterly
Payment Date, together with the instalment of principal, if any, shall be
payable to the nominee of the Common Depositary (initially, such nominee to be
Cede & Co.). No payment of interest or principal may be made by the Issuer or
any Paying Agent in the Commonwealth of Australia or its possessions or into a
bank account or to an address in the Commonwealth of Australia. Each of the
persons appearing from time to time in the records of DTC, as the holder of a
beneficial interest in a Class A Note will be entitled to receive any payment so
made in respect of that Class A 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 Notes which must be made by the holder
of this Class A Book-Entry Note, for so long as this Class A Book-Entry Note is
outstanding.

On any payment of principal and/or interest on the Class A Notes as set out
above details of that payment shall be endorsed by the Note Registrar in the
Note Register and, in the case of

--------------------------------------------------------------------------------
                                                                         PAGE 99

<PAGE>
                                                                 Note Trust Deed

payments of principal, the Outstanding Principal Balance and Invested Amount of
the Class A Notes shall be reduced for all purposes by the amount so paid and
endorsed in the Note Register. Any such record shall be prima facie evidence
that the payment in question has been made.

If the Issuer is obliged to issue Definitive Notes under Clause 3.3 of the Note
Trust Deed, the Book-Entry Notes will be surrendered to the Issuer by a Clearing
Agency and a Clearing Agency will deliver the relevant registration instructions
to the Issuer. Definitive Notes shall be executed by the Issuer and
authenticated by the Principal Paying Agent and delivered as per the
instructions of the Clearing Agency.

The Class A Definitive Notes to be issued on that exchange will be in registered
form each in the denomination of US$100,000 or integral multiples thereof. If
the Issuer fails to meet its obligations to issue Class A Definitive Notes, this
shall be without prejudice to the Issuer's obligations with respect to the Notes
under the Note Trust Deed, the Master Trust Deed, the Supplementary Bond Terms
Notice and this Class A Book-Entry Note.

On an exchange of this Class A Book-Entry Note, this Class A Book-Entry Note
shall be surrendered to the Principal Paying Agent.

This Class A Book-Entry Note shall not become valid for any purpose unless and
until the Certificate of Authentication attached has been signed by an
Authorised Signatory of the Principal Paying Agent (as defined in the
Supplementary Bond Terms Notice).

This Class A Book-Entry 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 Class A Book-Entry Note to be signed
[manually/in facsimile] by a person duly authorised on its behalf

PERPETUAL TRUSTEES AUSTRALIA LIMITED in its capacity as trustee of the SMHL
Global Fund No. 4 Trust of 2003


By:
      --------------------------------------
      Authorised Signatory


Date:
      --------------------------------------


IMPORTANT NOTICE:

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

(a)   The Notes do not represent deposits or other liabilities of Perpetual
      Trustee Australia Limited, ABN 86 000 431 827, or associates of Perpetual
      Trustees Australia Limited.

(b)   The holding of Notes is subject to investment risk, including possible
      delays in repayment and loss of income and principal invested.

(c)   None of Perpetual Trustees Australia Limited, any associate of Perpetual
      Trustees Australia Limited, the Security Trustee or the Note Trustee in
      any way stands behind the capital value and/or performance of the Notes or
      the assets of the Securitisation Fund except to the limited extent
      provided in the Transaction Documents for the Securitisation Fund.

(d)   None of Perpetual Trustee Australia Limited, the Manager, the Security
      Trustee, the Note Trustee or, the Currency Swap Provider (as defined in
      the Supplementary Bond Terms

--------------------------------------------------------------------------------
                                                                        PAGE 100

<PAGE>
                                                                 Note Trust Deed

      Notice) guarantees the payment of interest or the repayment of principal
      due on the Notes.

(e)   None of the obligations of the Issuer or the Manager are guaranteed in any
      way by any associate either of them.

(f)   Without limiting the Conditions, the Issuer's liability to make payments
      in respect of the Notes is limited to its right of indemnity from the
      assets of the Securitisation Fund from time to time available to make such
      payments under the Master Trust Deed and Supplementary Bond Terms Notice.
      All claims against the Issuer in relation to the Notes can be enforced
      against the Issuer only to the extent to which it can be satisfied out of
      the assets of the Securitisation Fund 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 (as defined in the Master Trust
      Deed) on the part of the Issuer.

(g)   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.

                          CERTIFICATE OF AUTHENTICATION

This Class A Book-Entry Note is authenticated by                 and until so
authenticated shall not be valid for any purpose.                as Principal
Paying Agent

Assignment

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

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

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

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

--------------------------------------------------------------------------------
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints

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

attorney, to transfer said Note on the books kept for registration thereof, with
full power of substitution in the premises.

Dated:
       ---------------------------    ------------------------------------------
                                      Signature
                                      Guaranteed:
Dated:
       ---------------------------    ------------------------------------------
                                      Signatures must be guaranteed by an
                                      "eligible guarantor institution" meeting
                                      the requirements of the Note Registrar,
                                      which requirements include membership or
                                      participation in 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
                                      Securities Exchange Act of 1934, as
                                      amended.

--------------------------------------------------------------------------------
                                                                        PAGE 101

<PAGE>
                                                                 Note Trust Deed

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

* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.



--------------------------------------------------------------------------------
                                                                        PAGE 102

<PAGE>
                                                                 Note Trust Deed


--------------------------------------------------------------------------------
SCHEDULE 2

INFORMATION TO BE CONTAINED IN NOTEHOLDER'S REPORT

o     the Outstanding Principal Balance of each class of notes, including the
      Class B notes;

o     the Invested Amount of each class of notes, including the Class B notes;

o     the interest payments and principal distributions on each class of notes;

o     the Collections;

o     the Interest Collections;

o     the Principal Collections;

o     the aggregate of all redraws made during the relevant Calculation Period;

o     the amount of funds withdrawn from the cash collateral account, if any,
      for the relevant Calculation Period;

o     the balance of the cash collateral account after giving effect to all
      deposits and withdrawals from that account on the next Payment Date;

o     the aggregate amount of Realised Losses realised during the relevant
      Calculation Period, if any;

o     the amount of Realised Losses, if any, during the relevant Calculation
      Period allocated to each class of notes and to any Redraw Funding
      Facility;

o     the bond factor for each class of notes, which with respect to a class of
      notes, means the aggregate of the Invested Amount of the class of notes
      less all principal payments on that class of notes to be made on the next
      Payment Date, divided by the aggregate initial Invested Amount of that
      class of notes;

o     if required, the threshold rate as of that Payment Date;

o     the interest rates on the notes for the related Interest Period;

o     scheduled and unscheduled payments of principal on the housing loans;

o     aggregate Outstanding Principal Balance of the fixed rate housing loans
      and the aggregate Outstanding Principal Balance of the variable rate
      housing loans;

o     delinquency and loss statistics with respect to the housing loans;

o     LIBOR for the related Interest Period;

o     the Class A Carry Over Charge Offs;

o     the Class A Charge Offs;

o     the Class B Carry Over Charge Offs;

o     the Class B Charge Offs;

o     Redraw Charge Offs

o     Carry Over Redraw Charge Offs

o     the Required Cash Collateral; and

o     the current cash collateral balance.

--------------------------------------------------------------------------------
                                                                        PAGE 103

<PAGE>
                                                                 Note Trust Deed

Unless and until definitive Class A Notes are issued, beneficial owners of the
Class A Notes will receive reports and other information provided for under the
Transaction Documents only if, when and to the extent provided by DTC and its
participating organisation.



--------------------------------------------------------------------------------
                                                                        PAGE 104

<PAGE>
                                                                 Note Trust Deed

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

SCHEDULE 3 - MEETING PROCEDURES

1.  CONVENING OF MEETINGS

    1.1   A meeting of Class A Noteholders must be convened by the Note
          Registrar if required to do so in writing:

          (a)    by the Issuer:

          (b)    by the Note Trustee; or

          (c)    by Class A Noteholders representing not less than 25% of the
                 Class A Notes.

    1.2   Each meeting of Class A Noteholders will be held at the time and place
          designated by the Note Registrar.

2.  NOTICE OF MEETINGS

    2.1   The Note Registrar shall give notice of a proposed meeting of Class A
          Noteholders to each Class A Noteholder, the Issuer and the Note
          Trustee as follows:

          (a)    the notice must specify the date, time and place of the meeting
                 and the nature of each specific resolution (if any) to be
                 proposed at that meeting;

          (b)    the notice must be given 5 Business Days in advance of the
                 meeting (inclusive of the day on which the notice is given and
                 of the day on which the meeting is held), unless the matter
                 requires, in the opinion of the Note Trustee, urgent attention;
                 and

          (c)    the notice may be given to each recipient in any manner
                 provided in relation to that recipient under this deed.

    2.2   An accidental omission to give notice to, or the non-receipt of notice
          by, any person entitled to such notice, does not invalidate the
          proceedings at any meeting.

3.  CHAIRMAN

          A representative of the Note Trustee, nominated in writing, is
          entitled to take the chair at every meeting of Class A Noteholders. If
          no such nomination is made or the person nominated is not present at
          the meeting within 15 minutes after the time appointed for the meeting
          to be held, the Class A Noteholders present may choose one of their
          number to be chairman.

4.  QUORUM

          At any meeting of Class A Noteholders any 2 or more persons present in
          person, by telephone, by video conference, or by Representative, being
          Class A Noteholders who represent in excess of 50% of the aggregate
          Invested Amount of the Class A Notes. will form a quorum for the
          transaction of business and no business (other than the choosing of a
          chairman) may be transacted at any meeting unless the requisite quorum
          is present at the commencement of business.

5.  ADJOURNMENT

    5.1   If within 15 minutes from the time appointed for any meeting of
          Noteholders a quorum is not present then:

--------------------------------------------------------------------------------
                                                                        PAGE 105

<PAGE>
                                                                 Note Trust Deed

          (a)    If convened on the requisition of Class A Noteholders, the
                 meeting will be dissolved; and

          (b)    in any other case, the meeting will stand adjourned (unless the
                 Note Trustee agrees that it be dissolved) for the period, not
                 less than 7 days or more than 42 days determined by the
                 chairman.

          In any adjourned meeting two or more Class A Noteholders present in
          person or by Representative representing in excess of 25% of the
          aggregate Invested Amount of the Class A Notes will form a quorum and
          will have the power to pass any resolution and to decide all matters
          which could properly have been dealt with at the meeting from which
          the adjournment took place had a quorum been present.

    5.2   The chairman may with the consent of (and must if directed by) any
          meeting adjourn it from time to time and from place to place. No
          business may be transacted at any adjourned meeting except business
          which might lawfully have been transacted at the meeting from which
          the adjournment took place.

    5.3   Notice of any meeting adjourned through want of a quorum must be given
          in accordance with clause 2.1 of the Meetings Procedures and must
          state the quorum required at that adjourned meeting. That notice need
          not contain any further information regarding the adjourned meeting.

6.  VOTING PROCEDURE

    6.1   Every question submitted to a meeting will be decided in the first
          instance by a show of hands.

    6.2   Unless a poll is (before or on the declaration of the result of the
          show of hands) demanded by the chairman, the Issuer, the Note Trustee
          or by one or more Class A Noteholders or Representatives of Class A
          Noteholders whose aggregate Invested Amount exceeds 5% of the full
          Invested Amount, a declaration by the chairman that a resolution has
          been carried by a particular majority or lost or not carried by any
          particular majority is conclusive.

    6.3   If a poll is so demanded, it must be taken in such manner and (subject
          to clause 6.5) either at once or after such adjournment as the
          chairman directs and the result of such poll is taken to be the
          resolution of the meeting at which the poll was demanded. The demand
          for a poll will not prevent the continuance of the meeting for the
          transaction of any business other than the question on which the poll
          has been demanded.

    6.4   Any poll demanded at any meeting on the election of a chairman or on
          any question of adjournment will be taken at the meeting without
          adjournment.

    6.5

          (a)    On a show of hands every person present being a Class A
                 Noteholder holding, or a Representative holding or
                 representing, one or more Class A Notes has one vote.

          (b)    On a poll every Class A Noteholder (or its Representative)
                 present has one vote for each Class A Note held and registered
                 in the Class A Noteholder's name.

          (c)    Any person entitled to more than one vote need not:

                 (1)    use all their votes; or

--------------------------------------------------------------------------------
                                                                        PAGE 106

<PAGE>
                                                                 Note Trust Deed

                 (2)    cast all their votes in the same way.

7.  RIGHT TO ATTEND AND SPEAK

          The Manager, the Issuer and the Note Trustee (through their respective
          representatives) and their respective financial and legal advisers is
          entitled to attend and speak at any meeting of the Class A
          Noteholders. No other person is entitled to attend or vote at any
          meeting of the Class A Noteholders or to join with others in
          requesting the convening of such a meeting unless they are a Class A
          Noteholder or a Representative of a Class A Noteholder.

8.  APPOINTMENT OF PROXIES

    8.1   Each appointment of a proxy:

          (a)    must be in writing;

          (b)    if so required by the Issuer, must be accompanied by proof
                 satisfactory to the Issuer of its due execution; and

          (c)    must be deposited with the Note Registrar at its address for
                 service of notices under this deed or at such other place as
                 the Note Registrar designated or approves not less than 24
                 hours before the time appointed for holding the meeting or
                 adjourned meeting at which the named proxy proposes to vote.

          In default, the appointment of proxy is not valid unless the chairman
          of the meeting decided otherwise before such meeting or adjourned
          meeting proceeds to business.

    8.2   The proxy named in any appointment of proxy need not be a Class A
          Noteholder.

    8.3   The issuer is not obliged to investigate or be concerned with the
          validity of, or the authority of, the proxy named in any appointment
          of proxy.

    8.4   Any vote cast in accordance with the terms of an appointment of proxy
          conforming with clause 8.1 is valid despite the previous revocation or
          amendment of the appointment of proxy or of any of the Class A
          Noteholder's instructions under which it was executed, unless written
          notice of that revocation or amendment is received by the Note
          Registrar at its address for service of notices under this deed or by
          the chairman of the meeting not less than 24 hours before the
          commencement of the meeting or adjourned meeting at which the
          appointment of proxy is used.

9.  APPOINTMENT OF CORPORATE REPRESENTATIVES

A person authorised in a manner similar to sections 249(3)-(6) of the
Corporations Act (as if that section applied to meetings of Class A Noteholders)
by a Class A Noteholder being a body corporate to act for it at any meeting
shall, in accordance with the person's authority (until the Note Registrar
receives notice of revocation of the person's authority) be entitled to exercise
the same powers on behalf of that body corporate as that body corporate could
exercise if it were an individual Class A Noteholder and must, if requested to
do so by the chairman of any meeting or adjourned meeting, produce evidence of
authority so to act at or before the meeting.

--------------------------------------------------------------------------------
                                                                        PAGE 107

<PAGE>
                                                                 Note Trust Deed

10. RIGHTS OF REPRESENTATIVES

A Representative of a Class A Noteholder may demand or join in demanding a poll
and (except to the extent the Representative is specifically directed to vote
for or against any proposal) has power generally to act at a meeting for the
Class A Noteholder.

11. MINUTES AND RECORDS

    11.1  The Note Registrar shall make and enter in its books minutes of all
          resolutions and proceedings at every meeting of Class A Noteholders
          promptly following the conclusion of the relevant meeting.

    11.2  Minutes of meetings of Class A Noteholders are conclusive evidence if
          signed (or purportedly signed) by the chairman of that meeting or the
          chairman of the next succeeding meeting. Until the contrary is proved
          every meeting of which minutes have been made and signed is taken to
          have been duly convened and held and all resolutions passed or
          proceedings transacted at that meeting are taken to have been duly
          passed and transacted.

    11.3  The Note Registrar shall provide a Class A Noteholder with a copy of
          the minutes of each meeting of Class A Noteholders promptly after
          request.

12. WRITTEN RESOLUTIONS

Despite the above provisions of these Meeting Procedures, a resolution of all
the Class A Noteholders (including a Special Resolution) may be passed and
adopted without any meeting being required, by an instrument in writing signed
(including by counterparts):

          (a)    in the case of a Class A Noteholders' Resolution by Class A
                 Noteholders holding those aggregate Invested Amount is not less
                 than 50% of the aggregate Invested Amount of all Class A Notes
                 unless the relevant resolution concerns action to be taken
                 under Condition 8 following the occurrence of an Event of
                 Default, in which case the required percentage is 67%; and

          (b)    in the case of a Special Resolution, by Class A Noteholders
                 whose aggregate Invested Amount is not less than 75% of the
                 aggregate Invested Amount of all Class A Notes.

Any such instrument is effective on presentation to the Note Registrar and Note
Trustee for entry in the records of the trust constituted under this deed. The
Note Registrar shall give to each Class A Noteholder, the Note Trustee and the
Issuer at least 5 Business Days' notice of the proposed resolution.


--------------------------------------------------------------------------------
                                                                        PAGE 108

<PAGE>
                                                                 Note Trust Deed
--------------------------------------------------------------------------------

SCHEDULE 4 - TERMS AND CONDITIONS OF THE CLASS A NOTES

The issue of US$[##], Class A Note Mortgage Backed Pass Through Floating Rate
Notes due 1 October 2029 (the "CLASS A NOTES") and A$[##] Class B Mortgage
Backed Pass Through Floating Rate Notes due 1 October 2029 (the "CLASS B NOTES"
and together with the Class A Notes, the "NOTES") by Perpetual Trustees
Australia Limited, in its capacity as trustee of the SMHL Global Fund No. 4 (the
"SECURITISATION FUND") (in such capacity, the "ISSUER"). These Notes are (a)
issued subject to a Master Trust Deed (the "MASTER TRUST Deed") dated 4 July
1994 between the Issuer and ME Portfolio Management Limited (formerly called
Superannuation Members' Home Loans Limited) (in such capacity, the "MANAGER")
(as amended), a Supplementary Bond Terms Notice (the "SUPPLEMENTARY BOND TERMS
NOTICE") dated on or about [##] 2003 executed by (among others) the Issuer,
Perpetual Trustee Company Limited (ABN 42 000 001 007) (as the security trustee
for the time being referred to as the "SECURITY TRUSTEE"), The Bank of New York
(the note trustee for the time being referred to as the "NOTE TRUSTEE") and the
Manager, and in respect of the Class A Notes these terms and conditions (the
"CONDITIONS"); (b) in respect of the Class A Notes only, constituted by a note
trust deed dated on or about [##] 2003 (the "NOTE TRUST DEED") between the
Issuer, the Manager, The Bank of New York as trustee for the holders for the
time being of the Class A Notes (the "CLASS A NOTEHOLDERS" and together with the
holders for the time being of the Class B Notes (the "CLASS B NOTEHOLDERS"), the
"NOTEHOLDERS"), The Bank of New York as Principal Paying Agent (the "PRINCIPAL
PAYING AGENT", which expression includes its successors as Principal Paying
Agent under the Note Trust Deed) and The Bank of New York, as calculation agent
(the "CALCULATION Agent", which expression includes its successors as
Calculation Agent under the Note Trust Deed) and The Bank of New York as note
registrar (the "NOTE REGISTRAR"); and (c) secured by a Security Trust Deed (the
"SECURITY TRUST DEED") dated on or about [##] 2003 between the Issuer, the
Manager, the Note Trustee and the Security Trustee.

The statements set out below include summaries of, and are subject to the
detailed provisions of, the Master Trust Deed, the Supplementary Bond Terms
Notice, the Security Trust Deed and the Note Trust Deed. Certain words and
expressions used herein have the meanings defined in those documents. In
accordance with the Note Trust Deed, 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 under the Note Trust
Deed and any additional paying agents appointed), payments in respect of the
Class A Notes will be made by the Paying Agents and the Calculation Agent will
make the determinations specified in the Note Trust Deed. The Class A
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 Master
Trust Deed, the Supplementary Bond Terms Notice, the Security Trust Deed, the
Note Trust Deed, the Mortgage Origination and Management Agreement dated 4 July
1994 and novated by the Deed of Novation dated 28 September 1995 (as amended)
(the "MORTGAGE ORIGINATION AND MANAGEMENT AGREEMENT") between Members' Equity
Pty Limited (formerly known as NMFM Lending Pty Limited) as mortgage manager
(together with any substitute or successor, the "MORTGAGE MANAGER"), the Manager
and the Issuer, (together with the agreements with respect to the Fixed Floating
Rate Swap and the Currency Swap (as each such term is defined below), (those
documents the "RELEVANT DOCUMENTS") and certain other transaction documents
defined as such in the Master Trust Deed, collectively the "TRANSACTION
DOCUMENTS"). Copies of the Transaction Documents are available for inspection at
the office of the Principal Paying Agent, being at the date hereof The Bank of
New York.

Perpetual Trustees Australia Limited as trustee of trusts established under the
Master Trust Deed (including the Securitisation Fund) has entered into a
separate ISDA Master Agreement dated 21 December 2000 with National Australia
Bank Limited ("NATIONAL") (as amended by the

--------------------------------------------------------------------------------
                                                                        PAGE 109

<PAGE>
                                                                 Note Trust Deed

Amending Deed to ISDA Master Agreement dated [ # # ] 2003 (the "FIXED-FLOATING
RATE SWAP PROVIDER") together with a [novation] in respect of the Securitisation
Fund relating thereto as at the Closing Date (the "FIXED-FLOATING RATE SWAP").
The Issuer has also entered into an ISDA Master Agreement dated [##] 2003 with
National (the "CURRENCY SWAP PROVIDER" and, together with the Fixed-Floating
Rate Swap Provider, the "SWAP PROVIDERS") together with the confirmations
relating thereto which have an effective date of the Closing Date in respect of
the Class A Notes (the "CURRENCY SWAP").

Perpetual Trustees Australia Limited as trustee of the Securitisation Fund, at
the direction of the Manager, may in the future enter into Fixed-Floating Rate
Swaps with new fixed-floating rate swap providers provided that each new
fixed-floating rate swap provider has at least the minimum credit rating
specified by each rating agency, if any, in order to provide such fixed-floating
rate swaps to the Securitisation Fund.

Class A Note Book-Entry Notes will also bear the following legend: "This
book-entry note is a global note for the purposes of section 128F(10) of the
Income Tax Assessment Act 1936 of the Commonwealth of Australia".

--------------------------------------------------------------------------------
1         FORM, DENOMINATION AND TITLE

The Class A Notes will be issued in registered form without interest coupons in
minimum denominations of US$100,000 and integral multiples thereof.

Each Class A Note will be represented by one or more typewritten fully
registered book-entry notes (each, a "BOOK-ENTRY NOTE" and collectively, the
"BOOK-ENTRY NOTES") registered in the name of Cede & Co ("CEDE") as nominee of
The Depository Trust Company ("DTC"). Beneficial interests in the Book-Entry
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"), may hold interests in the Book-Entry Notes on behalf of
persons who have accounts with Euroclear and Clearstream through accounts
maintained in the names of Euroclear or Clearstream, or in the names of their
respective depositories, with DTC.

If the Issuer is obliged to issue Definitive Notes under clause 3.3 of Note
Trust Deed, interests in the applicable Book-Entry 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 Class A Noteholder in respect of its registered holding or holdings of
Class A Notes against delivery by such Class A Noteholders of a written order
containing instructions and such other information as the Issuer and The Bank of
New York, acting as a note registrar (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 (by the Principal Paying
Agent) and dispatch to the relevant Class A Noteholders.

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

The Class A Notes are secured by a first ranking 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 will rank pari passu and
rateably without any preference or priority among themselves.

--------------------------------------------------------------------------------
                                                                        PAGE 110

<PAGE>
                                                                 Note Trust Deed

The Class A Notes are issued subject to the Master Trust Deed and the
Supplementary Bond Terms Notice and are secured by the same security as the
Class B Notes but the Class A Notes will rank in priority to the Class B Notes
both before and after enforcement of the security and in respect of both
principal and interest (as set out in Conditions 4 and 5).

The proceeds of the issue of the Class A Notes and the Class B Notes are to be
used by the Issuer to purchase an interest in certain housing loans (the
"LOANS") and certain related mortgages (the "MORTGAGES").

In the event that the security for the Class A Notes is enforced and the
proceeds of such enforcement are insufficient, after payment of all other claims
ranking in priority to or pari passu with the Class A Notes under the Security
Trust Deed, to pay in full all principal and interest and other amounts due in
respect of the Class A Notes, then the Class A Noteholders shall have no further
claim against the Issuer in respect of any such unpaid amounts.

The net proceeds of realisation of the assets of the Securitisation Fund
(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 and all claims in respect of such shortfall shall be extinguished (see
further Condition 15). None of the Mortgage Manager, the Manager, the Note
Trustee, the Calculation Agent, the Principal Paying Agent, the Note Registrar,
the Security Trustee or the Swap Providers (as defined in the Supplementary Bond
Terms 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 Class A 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, to give priority to
the interests of the Class A Noteholders, if there is a conflict between the
interest of such Noteholders and any other Voting Secured Creditor (as defined
below).

--------------------------------------------------------------------------------
3         COVENANTS OF THE ISSUER

So long as any of the Class A Notes remain outstanding, the Issuer has made
certain covenants for the benefit of the Class A Noteholders which are set out
in the Master Trust Deed.

These covenants include the following.

(a)       The Issuer shall 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 shall:

          (1)    act honestly and in good faith and comply with all relevant
                 material laws in the performance of its duties and in the
                 exercise of its discretions under the Master Trust Deed;

          (2)    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 Class A Noteholders, the
                 Class B Noteholders, the Beneficiary and other Noteholders of
                 the Securitisation Fund in accordance with its obligations
                 under the relevant Transaction Documents;

--------------------------------------------------------------------------------
                                                                        PAGE 111

<PAGE>
                                                                 Note Trust Deed

          (3)    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;

          (4)    do everything and take all such actions which are necessary
                 (including obtaining all such authorisations and approvals as
                 are appropriate) 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 pursuant to the Master Trust Deed;

          (5)    not, as Issuer, engage in any business or activity in respect
                 of the Securitisation Fund except as contemplated or required
                 by the Transaction Documents;

          (6)    except as contemplated or required by the Transaction
                 Documents, not, in respect of the Securitisation Fund,
                 guarantee or become obligated for the debts of any other entity
                 or hold out its credit as being available to settle the
                 obligations of others;

          (7)    within 45 days of notice from the Manager to do so, remove any
                 of its agents or delegates that breaches any obligation imposed
                 on the Issuer under the Master Trust Deed or any other
                 Transaction Document where the Manager reasonably believes it
                 will materially adversely affect the rating of either or both
                 of the Class A Notes and Class B Notes; and

          (8)    not agree to any amendment to Agreed Procedures (as defined in
                 the Mortgage Origination and Management Agreement) unless each
                 Designated Rating Agency confirms that it will not withdraw or
                 downgrade the rating of the Notes as a result of such
                 amendment.

(c)       Except as provided in any Transaction Document (and other than the
          charge given to the Security Trustee and the Issuer's lien over the
          assets of the Securitisation Fund), the Issuer shall not nor permit
          any of its officers to sell, mortgage, charge or otherwise encumber or
          part with possession of any assets of the Securitisation Fund (the
          "FUND ASSETS").

(d)       The Issuer shall duly observe and perform the covenants and
          obligations of the Master Trust Deed and will be personally liable to
          the Noteholders, the Beneficiary, or any other creditors for its
          negligence, fraud or wilful default (as defined in Condition 15).

(e)       The Issuer will open and operate certain bank accounts in accordance
          with the Master Trust Deed and any Transaction Document.

(f)       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 Manager in accordance with the terms of the Master Trust Deed.

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

--------------------------------------------------------------------------------
4         INTEREST

(a)       PAYMENT DATES

          Each Class A Note bears interest on the Invested Amount (as defined in
          the Supplementary Bond Terms Notice) of that Class A Note from and
          including [##] 2003 or such later date as may be agreed between the
          Manager and the Issuer for the issue of

--------------------------------------------------------------------------------
                                                                        PAGE 112

<PAGE>
                                                                 Note Trust Deed

          the Class A Notes (the "CLOSING DATE"). Interest in respect of the
          Class A Notes will be payable in arrears on [##] in respect of the
          period from (and including) the Closing Date and ending on (but
          excluding) 1 July 2003 (the "FIRST PAYMENT DATE") and thereafter on
          each 1st July, October, January and April (each such date a "PAYMENT
          DATE"). If any Payment Date would otherwise fall on a day which is not
          a Banking Day (as defined below), it shall be postponed to the next
          day which is a Banking Day. The final Payment Date for a Class of
          Notes will be the earlier of the Final Maturity Date for that Class of
          Notes and the Payment Date on which the Notes are redeemed in full.

          "BANKING DAY" in this Condition 4 and in Conditions 5 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, Sydney and
          Melbourne.

          The period beginning on (and including) the Closing 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 is called an "INTEREST PERIOD".
          Interest payable on a Class A Note in respect of any Interest Period
          or any other period will be calculated on the basis of the actual
          number of days in that Interest Period and a 360 day year.

          A Class A Note will stop earning interest on any date on which the
          Outstanding Principal Balance of the Class A Note is zero (provided
          that interest shall thereafter begin to accrue from (and including)
          any date on which the Outstanding Principal Balance of the Class A
          Note becomes greater than zero) or if the Outstanding Principal
          Balance of the Class A Note is not zero on the due date for redemption
          in full of the Class A Note, unless payment of principal is improperly
          withheld or refused, following which the Class A Note will continue to
          earn interest on the Invested Amount of the Class A Note at the rate
          from time to time applicable to the Class A Note until the later of
          the date on which the Class A Note Trustee or Principal Paying Agent
          receives the moneys in respect of the Class A Notes and notifies the
          holders of that receipt or the date on which the Outstanding Principal
          Balance of the Class A Note has been reduced to zero but interest will
          begin to accrue from and including any date on which the Outstanding
          Principal Balance of the Class A Note becomes greater than zero.

          If interest is not paid on a Class A Note on the date when it is due
          and payable (other than because the due date is not a Banking Day)
          that unpaid interest will itself bear interest at the Interest Rate
          applicable to that Class A Note until the unpaid interest and the
          amount of interest on it is available for payment by the Issuer.


--------------------------------------------------------------------------------
                                                                        PAGE 113

<PAGE>
                                                                 Note Trust Deed


(b)       INTEREST RATE

          The rate of interest applicable from time to time to a Class of Class
          A Notes (the "INTEREST RATE") will be determined by the Calculation
          Agent on the basis of the following paragraphs.

          The second Banking Day in London and New York before the beginning of
          each Interest Period (each an "INTEREST DETERMINATION DATE"), the
          Calculation Agent will determine the rate "USD-LIBOR-BBA" as the
          applicable Floating Rate Option under the Definitions of the
          International Swaps and Derivatives Association, Inc. ("ISDA") (the
          "ISDA DEFINITIONS") being the rate applicable to any Interest Period
          for three-month (or in the case of the first Interest Period, the rate
          will be determined by linear interpolation calculated by reference to
          the duration of that first Interest Period) deposits in US dollars
          which appears on the Telerate Page 3750 as of 11.00 am, London time,
          on the Interest Determination 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 Calculation Agent had specified
          "USD-LIBOR-REFERENCE BANKS" as the applicable Floating Rate Option
          under the ISDA Definitions. "USD-LIBOR-REFERENCE BANKS" means that the
          rate for an Interest Period 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 Currency Swap Provider) at
          approximately 11.00 am, London time, on the Interest Determination
          Date to prime banks in the London interbank market for a period of
          three months (or in the case of the first Interest Period, the rate
          will be determined by linear interpolation calculated by reference to
          the duration of that first Interest Period) commencing on the first
          day of the Interest Period and in a Representative Amount (as defined
          in the ISDA Definitions). The Calculation Agent will request the
          principal London office of each of the Reference Banks to provide a
          quotation of its rate. If at least two such quotations are provided,
          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 not less than two major banks in New York City,
          selected by the Calculation Agent and the Currency Swap Provider, at
          approximately 11.00 am, New York City time, on that Interest
          Determination Date for loans in US dollars to leading European banks
          for a period of three months (or in the case of the first Interest
          Period, the rate will be determined by linear interpolation calculated
          by reference to the duration of that first Interest Period) commencing
          on the first day of the Interest Period and in a Representative
          Amount. If no such rates are available in New York City, then the rate
          for such Interest Period shall be the most recently determined rate in
          accordance with this paragraph.

          The Interest Rate applicable to the Class A Notes for such Interest
          Period will be the aggregate of (i) the interest rate or arithmetic
          mean as determined by the Calculation Agent under the previous
          paragraph; and (ii) the margin of [##]% (the "CLASS A MARGIN") in
          relation to the Class A Notes.

          If the Issuer has not redeemed all of the Class A Notes on or before
          the Payment Date falling in [##], the Class A Margin will increase to
          [##]% for the period from (and including) that date until (but
          excluding) the date on which the Class A Notes are redeemed in full in
          accordance with these Conditions.

          There is no maximum or minimum Interest Rate.

--------------------------------------------------------------------------------
                                                                        PAGE 114

<PAGE>
                                                                 Note Trust Deed

(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 Interest Determination Date, determine the
          Interest Rate applicable to, and calculate the amount of interest
          payable (the "INTEREST") for, the immediately succeeding Interest
          Period. The Interest is calculated by applying the Interest Rate for
          the relevant Class of Class A Notes to the Invested Amount (as defined
          in the Supplementary Bond Terms Notice) of that Class A Note on the
          first day of the next Interest Period after giving effect to any
          payments of principal made with respect for such class on such day,
          multiplying such product by a fraction, the numerator of which is the
          actual number of days in the relevant Interest Period and the
          denominator of which is 360 days and rounding the resultant figure
          down to the nearest cent (half a cent being rounded upwards). The
          determination of the Interest Rate and the Interest by the Calculation
          Agent shall (in the absence of manifest error) be final and binding
          upon all parties.

(d)       NOTIFICATION OF INTEREST RATE AND INTEREST

          The Calculation Agent will cause the Interest Rate and the Interest
          applicable to each Class A Note for each Interest Period and the
          relevant Payment Date to be notified to the Issuer, the Manager, the
          Note Trustee and the Paying Agents. The Interest, Interest Rate and
          the relevant Payment Date so made available may subsequently be
          amended (or appropriate alternative arrangements made by way of '
          adjustment) without notice in the event of a shortening of the
          Interest Period.

(e)       DETERMINATION OR CALCULATION BY THE MANAGER

          If the Calculation Agent at any time for any reason does not determine
          the relevant Interest Rate or calculate the Interest for a Class A
          Note, the Manager shall do so and each such determination or
          calculation shall be deemed to have been made by the Calculation
          Agent. In doing so, the Manager shall apply the foregoing provisions
          of this Condition, with any necessary consequential amendments, to the
          extent that in its opinion, it can do so, and, in all other respects
          it shall 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 Class A Notes
          remains outstanding, there will, at all times, be a Calculation Agent.
          The Issuer, or the Manager with the consent of the Issuer (such
          consent not to be unreasonably withheld), reserves the right at any
          time to terminate the appointment of the Calculation Agent subject to
          the terms of the Note Trust Deed. Notice of that termination will be
          given to the Class A Noteholders. 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
          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 shall take effect until a successor
          approved by the Note Trustee has been appointed.

(g)       INCOME DISTRIBUTION

          On each Payment Date, and based on the calculations, instructions and
          directions provided to it by the Manager, and subject to the terms of
          the Security Trust Deed and the Supplementary Bond Terms Notice, (to
          the extent it has not already done so) the Issuer must apply the
          Interest Collections for the relevant Calculation Period as follows:

          (1)    first, in or toward payment of or allowance for Taxes in
                 respect of the Securitisation Fund;

--------------------------------------------------------------------------------
                                                                        PAGE 115

<PAGE>
                                                                 Note Trust Deed

          (2)    secondly, pari passu and rateably in or toward payment of or
                 allowance for the Issuer's Fee, the Manager's Fee and any
                 Expenses (other than the Expenses referred to in clause (8)
                 below) in respect of the Securitisation Fund;

          (3)    thirdly, without duplication, in or toward any amounts payable
                 under clause (4) below on any previous Payment Date, if there
                 had been sufficient Interest Collections, which have not been
                 paid by the Issuer together with accrued interest thereon which
                 in the case of a Note must be at the Interest Rate applicable
                 to the relevant Note;

          (4)    fourthly, pari passu and rateably in or toward payment of any
                 interest due under any Redraw Funding Facility and in and
                 toward payment to the Currency Swap Provider, in or toward
                 payment of the A$ Class A Interest Amount payable under that
                 Confirmation at that Payment Date, which is thereafter to be
                 applied to payment of interest on the Class A Notes;

          (5)    fifthly, without duplication, in or toward any amounts payable
                 under clause (6) below on any previous Payment Date, if there
                 had been sufficient Interest Collections, which have not been
                 paid by the Issuer together with accrued interest thereon at
                 the Interest Rate applicable to the relevant Note;

          (6)    sixthly, in or toward payment to Class B Noteholders of the
                 Class B Interest due on the Class B Notes on that Payment Date;

          (7)    seventhly, in crediting to the Cash Collateral Account the
                 amount (if any) by which the Required Cash Collateral exceeds
                 the Cash Collateral;

          (8)    eighthly, in or toward payment towards any break costs payable
                 on cancellation of any Fixed-Floating Rate Swap to the extent
                 that those amounts are not recovered under the relevant Loan
                 secured by Mortgages comprised in the Assets of the
                 Securitisation Fund in the form of any applicable prepayment
                 fees or a drawing has not been made under a Payment Funding
                 Facility;

          (9)    ninthly, pari passu and rateably in or towards payment to the
                 Liquidity Noteholder of interest payable in respect of the
                 Liquidity Notes and in or towards payment of any interest in
                 respect of any Payment Funding Facility;

          (10)   tenthly, in respect of the amount of any Class A Charge Offs
                 and Redraw Charge Offs in and towards reinstatement of in the
                 books of the Securitisation Fund pari passu and rateably to
                 Class A Charge Offs and Redraw Charge Offs for that Calculation
                 Period;

          (11)   eleventhly, in respect of the amount of any Carry Over Redraw
                 Charge Offs and the A$ Equivalent of the Carry Over Class A
                 Charge offs allocated to each Class A Note, as the case may be,
                 in and towards reinstatement of in the books of the
                 Securitisation Fund, pari passu and rateably (based on the
                 Carry Over Redraw Charge Offs and the A$ Equivalent of the
                 Carry Over Class A Charge Offs allocated to each Class A Note
                 as the case may be):

                 (A)    the A$ Equivalent of any Carry Over Class A Charge Offs;
                        and

                 (B)    any Carry Over Redraw Charge Offs;

          (12)   twelfthly, in respect of the amount of any Class B Charge Offs
                 and any Carry Over Class B Charge Offs in and towards
                 reinstatement of in the books of the Securitisation Fund and in
                 the following order:

                 (A)    any Class B Charge Offs for that Calculation Period; and

--------------------------------------------------------------------------------
                                                                        PAGE 116

<PAGE>
                                                                 Note Trust Deed

                 (B)    pari passu and rateably the Invested Amount of the Class
                        B Notes to the extent of any Carry Over Class B Charge
                        Offs;

          (13)   thirteenthly, (to the extent not paid under clause 5(b)) pari
                 passu and rateably, in or toward repayment of any principal due
                 and payable under any Redraw Funding Facility, and in or toward
                 repayment of any principal due and payable under any Payment
                 Funding Facility;

          (14)   fourteenthly, in payment of or provision for amounts payable to
                 the Beneficiary of the Securitisation Fund in accordance with
                 clauses 22.1(g) and 22.3(g) of the Master Trust Deed.

          Capitalised terms in this paragraph (g) have the same meaning given in
          the Supplementary Bond Terms Notice unless otherwise defined in this
          document.

--------------------------------------------------------------------------------
5         REDEMPTION AND PURCHASE

Capitalised terms in this Condition 5 have the same meaning given in the
Supplementary Bond Terms Notice unless otherwise defined in this document.

(a)       MANDATORY REDEMPTION IN PART FROM PRINCIPAL COLLECTIONS AND
          APPORTIONMENT OF PRINCIPAL COLLECTIONS BETWEEN THE CLASS A NOTES AND
          THE CLASS B NOTES

          The Class A Notes shall be subject to mandatory redemption in part on
          any Payment Date if on that date there are any Principal Collections
          available to be distributed in relation to such Class A Notes. The
          principal amount so redeemable in respect of each Class A Note prior
          to enforcement of the Security Trust Deed (each a "PRINCIPAL PAYMENT")
          on any Payment Date shall be the amount available for payment as set
          out in Condition 5(b) on the day which is seven Banking Days prior to
          the Payment Date (the "CUT OFF") divided by the aggregate Invested
          Amount of all Class A Notes, multiplied by the Invested Amount of that
          Note, provided always that no Principal Payment on a Class A Note on
          any date may exceed the amount equal to the Invested Amount of that
          Class A Note at that date.

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

(b)       PRINCIPAL DISTRIBUTIONS ON NOTES

          On each Payment Date, and in accordance with the calculations,
          instructions and directions provided to it by the Manager and subject
          to the terms of the Security Trust Deed and the Supplementary Bond
          Terms Notice (to the extent it has not already done so), the Issuer
          must apply the Principal Collections together with any amounts to be
          applied under this clause 5(b) pursuant to clause 5(d) for the
          relevant Calculation Period towards the following payments in the
          following order of priority:

          (1)    first, in or toward payment of or allowance for Taxes in
                 respect of the Securitisation Fund (to the extent not paid or
                 provided for as described in Condition 4);

          (2)    secondly, pari passu and rateably in or toward payment of or
                 allowance for the Issuer's Fee, the Manager's Fee and any
                 Expenses (other than the Expenses referred to in this Condition
                 5(b) below) in respect of the Securitisation Fund (to the
                 extent not paid or provided for as described in Condition
                 4(g));

--------------------------------------------------------------------------------
                                                                        PAGE 117

<PAGE>
                                                                 Note Trust Deed

          (3)    thirdly, in or toward payment of the amounts payable and the
                 priority under Condition 4(g)(4) above on the Class A Notes on
                 that Payment Date (to the extent not paid or provided for as
                 described in Condition 4(g)()));

          (4)    fourthly, in or toward payment of the amounts payable and the
                 priority under Condition 4(g)() above on Class B Notes on that
                 Payment Date (to the extent not paid under Condition 4(g)());

          (5)    fifthly, in or toward repayment of any Redraw Principal
                 Outstanding under a Redraw Funding Facility;

          (6)    sixthly, in or toward payments approved by the Manager under
                 any Loan Redraw Facility;

          (7)    seventhly, in or toward payment to the Currency Swap Provider
                 under a Confirmation relating to the Class A Notes until the
                 Outstanding Principal Balance of the Class A Notes is reduced
                 to zero, of an amount equal to the lesser of:

                 (A)    the amount available for distribution under this
                        sub-paragraph (7) after all payments which have priority
                        under this paragraph (b); and

                 (B)    the A$ Equivalent of the Outstanding Principal Balance
                        for all Class A Notes;

          (8)    eighthly, in or toward payment to the Class B Noteholders pari
                 passu and rateably, until the Outstanding Principal Balance of
                 the Class B Notes is reduced to zero of an amount equal to the
                 lesser of:

                 (A)    the amount available for distribution under this
                        paragraph (8) after all payments which have priority
                        under this paragraph (b); and

                 (B)    the Outstanding Principal Balance for all Class B Notes;

          (9)    ninthly, pari passu and rateably (based on the Carry Over
                 Redraw Charge Offs and A$ Equivalent of the Carry Over Class A
                 Charge Offs allocated to each Class A Note, as the case may
                 be):

                 (A)    in or toward payment to the Currency Swap Provider under
                        a Confirmation relating to the Class A Notes, of the A$
                        Equivalent of any Carry Over Class A Charge Offs; and

                 (B)    in or towards repaying the Redraw Principal Outstanding
                        of each Redraw Funding Facility to the extent of any
                        Carry Over Redraw Charge Offs;

          (10)   tenthly, in or towards repaying the Invested Amount of the
                 Class B Notes to the extent of any Carry Over Class B Charge
                 Offs;

          (11)   eleventhly, in or towards payment towards any break costs
                 payable on cancellation of any Fixed-Floating Rate Swap to the
                 extent that those amounts are not recovered under the relevant
                 Loan secured by Mortgages comprised in Assets of the
                 Securitisation Fund in the form of any applicable prepayment
                 fees or a drawing has not been made under a Payment Funding
                 Facility (to the extent not paid as described under Condition
                 4(g)); and

          (12)   twelfthly, subject to paragraph (c) below, pari passu and
                 rateably in or towards payment to the Liquidity Noteholder of
                 the principal amount outstanding in respect of the Liquidity
                 Notes and in or towards repayment of any principal in respect
                 of any Payment Funding Facility.

--------------------------------------------------------------------------------
                                                                        PAGE 118

<PAGE>
                                                                 Note Trust Deed

(c)       RIGHTS OF LIQUIDITY NOTEHOLDER

          On any Payment Date, the Issuer must not make any payments out of
          Principal Collections to the Liquidity Noteholder under paragraph (b)
          above unless the Invested Amount of all the Notes is zero, or will be
          zero following any payments made on the relevant Payment Date.

(d)       PAYMENT OF CHARGE OFFS

          The amount of any reinstatement under Conditions 4(g)(10), (11) and
          (12) must be applied on the Payment Date of the reimbursement in
          accordance with clause 5(b) as if the amount reimbursed formed part of
          Principal Collections.

(e)       GENERAL

          No amount of principal will be paid to a Noteholder in excess of the
          Invested Amount applicable to the Notes held by that Noteholder.

(f)       US$ ACCOUNT

          The Issuer must direct the Currency Swap Provider to pay all amounts
          denominated in US$ payable to the Issuer by the Currency Swap Provider
          under the Currency Swap into the US$ Account or to the Principal
          Paying Agent on behalf of the Issuer.

          On each Payment Date, the Issuer must, on the direction of the
          Manager, or must require that the Principal Paying Agent on its
          behalf, distribute from the US$ Account the relevant amounts of
          interest and principal due in respect of each Class A Note in
          accordance with the Note Trust Deed and in order of priority in
          Conditions 4(g) and 5(b).

(g)       CALCULATION OF PRINCIPAL PAYMENTS, OUTSTANDING PRINCIPAL BALANCE AND
          INVESTED AMOUNT

          The Manager must, not later than two Banking Days before each Payment
          Date advise the Issuer in respect of the Class A Notes only and the
          Currency Swap Provider in writing of:

          (1)    all amounts payable or to be provided for under clause 6 of the
                 Supplementary Bond Terms Notice (which includes the amounts
                 payable to be provided under Condition 4(g) and 5(b));

          (2)    reasonable details of the calculation of all such amounts; and

          (3)    the Outstanding Principal Balance and Invested Amount of each
                 Class A Note and Class B Note following the making of all
                 payments to be made on that Payment Date in accordance with the
                 Supplementary Bond Terms Notice.

          The Manager must also notify the Issuer of all details of payments
          which are to be made by or on behalf of the Issuer on or by each
          Payment Date. The Manager must, not later than two Banking Days before
          each Payment Date, also notify the Currency Swap Provider of all
          payments which are to be made by or on behalf of the Issuer under
          Conditions 4(g) and 5(b) in respect of the Class A Notes.

          The Manager will notify the Issuer, the Note Trustee, the Principal
          Paying Agent and the Calculation Agent by not later than two Banking
          Days prior to the relevant Payment Date (the "DETERMINATION DATE") of
          each such determination and will immediately cause details, of each of
          those determinations to be made available in accordance with Condition
          12 one Banking Day before the relevant Payment Date. If no repayment
          of principal is due to be made on the Class A Notes on any Payment
          Date a notice to this effect will be given to the Class A Noteholders
          in accordance with Condition 12.

--------------------------------------------------------------------------------
                                                                        PAGE 119

<PAGE>
                                                                 Note Trust Deed

          If the Manager does not at any time for any reason determine a
          repayment of principal or the Outstanding Principal Balance and the
          Invested Amount applicable to Class A Notes in accordance with this
          paragraph, the repayment of principal and Outstanding Principal
          Balance and the Invested Amount may be determined by the Calculation
          Agent (or, failing the Calculation Agent, the Note Trustee) in
          accordance with this paragraph (but based on the information in its
          possession) and each such determination or calculation shall be deemed
          to have been made by the Manager.

(h)       CALL

          The Issuer must, when so directed by the Manager (at the Manager's
          option), having given not more than 60 nor less than 45 days' notice
          to the Class A Noteholders, in case of Class A Notes, in accordance
          with Condition 12 purchase or redeem all, but not some only, of the
          Notes by repaying the Outstanding Principal Balance of those Notes
          together with accrued interest to (but excluding) the date of
          repurchase or redemption, on any Payment Date falling on or after the
          earlier of:

          (1)    the Payment Date on which the Outstanding Principal Balance of
                 all Notes is equal to or less than 10% of the total initial
                 Outstanding Principal Balance of all Notes; and

          (2)    in the case of Class A Notes, the Payment Date falling in [#
                 #],

          provided that:

          (3)    if the aggregate Outstanding Principal Balance for all Class A
                 Notes on such date of redemption or repurchase has been reduced
                 by Class A Charge Offs which have not been repaid under
                 Conditions 4(g)(9) and (10), the Noteholders owning at least
                 75% of the aggregate Invested Amount of the Class A Notes must
                 consent to such repurchase or redemption; and

          (4)    the Issuer will be in a position on such Payment Date to
                 discharge (and the Manager so certifies 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 Class A Notes (at their Outstanding Principal Balance)
                 and any amounts which would be required under the Security
                 Trust Deed to be paid in priority or pari passu with the Class
                 A Notes if the security for the Notes were being enforced.

(i)       REDEMPTION FOR TAXATION OR OTHER REASONS

          If the Manager satisfies the Issuer and the Note Trustee immediately
          prior to giving the notice referred to below that either:

          (1)    on the next Payment Date the Issuer would be required to deduct
                 or withhold from any payment of principal or interest in
                 respect of the Class A Notes, the Currency Swap or the Redraw
                 Funding Facility 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 the Commonwealth of Australia or any of its
                 political sub-divisions or any of its authorities; or

          (2)    the total amount payable in respect of interest in relation to
                 any of the Loans secured by Mortgages comprised in the Assets
                 of the Securitisation Fund for a Calculation Period ceases to
                 be receivable (whether or not actually received) by the Issuer
                 during such Calculation Period,

          the Issuer must, when so directed by the Manager, at the Manager's
          option (provided that the Issuer will be in a position on such Payment
          Date to discharge (and the Manager will

--------------------------------------------------------------------------------
                                                                        PAGE 120

<PAGE>
                                                                 Note Trust Deed

          so certify to the Issuer and the Note Trustee) all its liabilities in
          respect of the Class A Notes (at their Invested Amount) and any
          amounts which would be required under the Security Trust Deed to be
          paid in priority or pari passu with the Class A Notes if the security
          for the Class A Notes were being enforced), having given not more than
          60 nor less than 45 days' notice to the Class A Noteholders in
          accordance with Condition 12, redeem all, but not some only, of the
          Class A Notes at their then Invested Amount together with accrued
          interest to (but excluding) the date of redemption on any subsequent
          Payment Date, provided that the Class A Noteholders may by
          Extraordinary Resolution elect, and shall notify the Issuer and the
          Manager not less than 21 days before the next Payment Date following
          the receipt of notice of such proposed redemption that they do not
          require the Issuer to redeem the Class A Notes.

(j)       REDEMPTION ON FINAL MATURITY

          If not otherwise redeemed, the Class A Notes must be repaid in full on
          1 October 2029.

(k)       CANCELLATION

          All Class A Notes redeemed in full pursuant to the above provisions
          will be cancelled.

(l)       CERTIFICATION

          For the purposes of any redemption made pursuant to this Condition 5,
          the Note Trustee may rely upon an Officer's Certificate under the Note
          Trust Deed from the Manager certifying or stating the opinion of each
          person signing such certificate as:

          (1)    to the fair value (within 90 days of such release) of the
                 property or securities proposed to be released from the
                 Security Trust Deed;

          (2)    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
                 the Note Trust Deed; and

          (3)    that the Issuer will be in a position to discharge all its
                 liabilities in respect of the relevant Class A Notes and any
                 amounts required under the Security Trust Deed to be paid in
                 priority to or pari passu with those Class A Notes,

          and such Officer's Certificate shall be conclusive and binding on the
          Issuer, the Note Trustee and the holders of those Class A Notes.

--------------------------------------------------------------------------------
6         PAYMENTS

(a)       METHOD OF PAYMENT

          Any instalment of interest or principal, payable on any Class A Note
          which is punctually paid or duly provided for by the Issuer to the
          Principal Paying Agent on the applicable Payment Date or Final
          Maturity Date shall be paid to the person in whose name such Class A
          Note is registered on the Record Date, by cheque mailed first-class,
          postage prepaid, to such person's address as it appears on the Note
          Register on such Record Date, except that, unless Definitive Notes
          have been issued pursuant to clause 3.3 of the Note Trust Deed, with
          respect to Class A 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 and except for the final instalment of principal
          payable with respect to such Class A Note on a Payment Date or
          Maturity Date.

--------------------------------------------------------------------------------
                                                                        PAGE 121

<PAGE>
                                                                 Note Trust Deed

(b)       INITIAL PRINCIPAL PAYING AGENT

          The initial Principal Paying Agent is The Bank of New York at its
          offices in New York City.

(c)       PAYING AGENTS

          The Issuer may (at the direction of the Manager) at any time (with the
          previous written approval of the Note Trustee) 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 New York City. Notice of any such
          termination or appointment and of any change in the office through
          which any Paying Agent will act will be given in accordance with
          Condition 12.

(d)       PAYMENT ON BANKING DAYS

          If the due date for payment of any amount of principal or interest in
          respect of any Class A Note is not a Banking Day then payment will not
          be made until the next succeeding Banking Day and the holder of that
          Class A Note shall not be entitled to any further interest or other
          payment in respect of that delay. In this Condition 6 the expression
          "Banking Day" means any day (other than a Saturday, Sunday or a public
          holiday) on which banks are open for business in the place where the
          specified office of the Paying Agent at which the Class A Note is
          presented for payment is situated and, in the case of payment by
          transfer to a US dollar account, in New York City and prior to the
          exchange of a Book-Entry Note (in respect of the Class A Notes) for
          any definitive Class A Notes, on which DTC is open for business.

(e)       INTEREST

          If interest is not paid in respect of a Class A Note on the date when
          due and payable (other than because the due date is not a Banking
          Day), that unpaid interest shall itself bear interest at the Interest
          Rate applicable from time to time to the Class A Notes 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         TAXATION

All payments in respect of the Class A 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 Class A 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) shall make such payment after such withholding
or deduction has been made and shall account to the relevant authorities for the
amount so required to be withheld or deducted. Neither the Issuer nor any Paying
Agent nor the Note Trustee will be obliged to make any additional payments to
Class A Noteholders in respect of that withholding or deduction.

--------------------------------------------------------------------------------
8         PRESCRIPTION

A Class A Note shall become void in its entirety unless surrendered for payment
within ten years of the Relevant Date (as such term is defined below) in respect
of any payment on it the effect of which would be to reduce the Outstanding
Principal Balance of that Class A Note to zero. After

--------------------------------------------------------------------------------
                                                                        PAGE 122

<PAGE>
                                                                 Note Trust Deed

the date on which a Class A 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 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         EVENTS OF DEFAULT

Subject to the Supplementary Bond Terms Notice each of the following events is
an Event of Default whether or not caused by any reason whatsoever outside the
control of an Interested Person (as defined in the Security Trust Deed) or any
other person:

(a)       the Issuer does not within 10 Banking Days of the due date, and in the
          specified manner, pay in full any Secured Moneys (except in respect of
          any moneys payable under any Payment Funding Facility and Redraw
          Funding Facility which fall due for payment prior to the Repayment
          Date or payment of interest on Class B Notes unless all Class A Notes
          have been repaid);

(b)       the Issuer or the Manager defaults in fully performing observing and
          fulfilling any material obligation in relation to the Securitisation
          Fund under the Security Trust Deed or any Secured Document (other than
          a provision requiring the payment of money as contemplated by
          paragraph (a) of this clause or, prior to the Repayment Date, in
          respect of any such default under a Payment Funding Facility and
          Redraw Funding Facility) and such default has not been remedied within
          10 Banking Days of the Issuer or the Manager (as the case requires)
          receiving notice from the Security Trustee specifying the breach and
          requiring the same to be rectified;

(c)       any representation, warranty or statement in relation to the
          Securitisation Fund made, repeated or deemed to be made or repeated in
          the Security Trust Deed or in any Secured Document by the Issuer or
          the Manager (as the case requires) is proved to be untrue in any
          material respect when made, repeated or deemed to be made or repeated
          (as the case may be) (except, prior to the Repayment Date, in respect
          of any representation, warranty or statement made, repeated or deemed
          to be made or repeated under the Payment Funding Facility and Redraw
          Funding Facility);

(d)       the Issuer or the Manager (as the case requires) breaches any material
          undertaking given at any time to the Security Trustee in relation to
          the Securitisation Fund or fails to comply with any material condition
          imposed by the Security Trustee in relation to the Securitisation Fund
          in agreeing to any matter (including any waiver) (except, prior to the
          Repayment Date, in respect of any breach of any material undertaking
          or failure to comply with any material condition under the Payment
          Funding Facility and Redraw Funding Facility);

(e)       any Insolvency Event occurs in relation to the Issuer other than for
          the reconstruction of the Issuer or the Securitisation Fund with the
          prior written approval of the Manager and the Security Trustee and
          provided that each Designated Rating Agency has confirmed in writing
          that such reconstruction will not have an adverse effect on the rating
          of the Notes;

(f)       any Encumbrance over any Charged Property becomes enforceable or any
          Encumbrance that is a floating security over any Charged Property
          crystallises or otherwise becomes a fixed or specific security;

--------------------------------------------------------------------------------
                                                                        PAGE 123

<PAGE>
                                                                 Note Trust Deed

(g)       any investigation into the affairs, or into particular affairs, of the
          Issuer in relation to the Securitisation Fund is directed or commenced
          under any Statute;

(h)       any Secured Document is, becomes or is claimed by the Issuer or the
          Manager to be void, voidable or unenforceable in whole or in any
          material part;

(i)       the Issuer or the Manager disaffirms, disclaims, repudiates or rejects
          any Secured Document in whole or in any material part;

(j)       there occurs without the prior written approval of the Security
          Trustee, any vesting or distribution of any assets of the
          Securitisation Fund other than in accordance with the relevant
          Supplementary Bond Terms Notices;

(k)       any material breach of trust in relation to the Securitisation Fund by
          the Issuer or the Issuer for any reason loses or ceases to be entitled
          to a material extent to its right of indemnity against the assets of
          the Securitisation Fund;

(l)       as a result of the act or omission of the Issuer the assets of the
          Securitisation Fund are materially diminished or made materially less
          accessible to the Security Trustee;

(m)       without the prior consent of the Security Trustee, the Securitisation
          Fund is wound-up, or the Issuer is required to wind up the
          Securitisation Fund under the Master Trust Deed or the applicable law,
          or the winding up of the Securitisation Fund commences; and

(n)       the Charge ceases to rank as contemplated by clause 4.2 of the
          Security Trust Deed.

Capitalised terms in this Condition 9 have the same meaning given in the
Security Trust Deed unless defined in this document.

In the event that the security constituted by the Security Trust Deed becomes
enforceable following an event of default under the Notes, any funds resulting
from the realisation of such security shall be applied in accordance with the
order of priority of payments as stated in the Security Trust Deed.

--------------------------------------------------------------------------------
10        ENFORCEMENT

At any time after an Event of Default occurs, the Security Trustee may (subject
to the Security Trust Deed), if so directed by (a) the Noteholder Secured
Creditors (as defined in the Security Trust Deed) alone, where the Noteholder
Secured Creditors are the only Voting Secured Creditors, or otherwise (b) an
"Extraordinary Resolution" of the Voting Secured Creditors (being 75% of votes
capable of being cast by Voting Secured Creditors present in person or by proxy
at the relevant meeting or a written resolution signed by all Voting Secured
Creditors, which includes the Note Trustee on behalf of Class A Noteholders, but
not, unless the Note Trustee has become bound to take steps and/or proceed under
the Security Trust Deed and fails to do so within a reasonable period of time
and such failure is continuing, the Class A Noteholders themselves), declare the
Class A Notes immediately due and payable and declare the security to be
enforceable. If an Extraordinary Resolution of the Voting Secured Creditors
referred to above elects not to direct the Security Trustee to enforce the
Security Trust Deed, in the circumstances where the Security Trustee could
enforce, the Noteholder Secured Creditor may nevertheless, and the Note Trustee
as Noteholder Secured Creditor shall subject to the terms of the Note Trust
Deed, at the direction of the Class A Noteholders, direct the Security Trustee
to enforce the Security Trust Deed on behalf of the Class A Noteholders.

--------------------------------------------------------------------------------
                                                                        PAGE 124

<PAGE>
                                                                 Note Trust Deed

"VOTING SECURED CREDITOR" means:

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

(b)       at any other time (subject to clause 16.3 of the Security Trust Deed):

          (1)    the Note Trustee, acting on behalf of the Class A Noteholders
                 under the Note Trust Deed and clause 3 of the Security Trust
                 Deed 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 then only to the extent permitted by
                 the Australian Law; and

          (2)    each other Secured Creditor (other than a Class A Noteholder).

Any reference to the Noteholder Secured Creditors while they are the only Voting
Secured Creditors, or where their consent is required under the Security Trust
Deed in relation to a direction or act of the Security Trustee, means the
Noteholder Secured Creditors representing more than 50% of the aggregate
Invested Amount of the Class A Notes and the Class B Notes.

Subject to the Security Trust Deed, the Security Trustee shall take all action
necessary to give effect to any direction by the Noteholder Secured Creditors
where they are the only Voting Secured Creditors or to any Extraordinary
Resolution of the Voting Secured Creditors and shall comply with all directions
given by the Note Trustee where it is the only Voting Secured Creditor or
contained in or given pursuant to any Extraordinary Resolution of the Voting
Secured Creditors in accordance with the Security Trust Deed.

No Class A 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.

If any of the Class A Notes remain outstanding and are due and payable otherwise
than by reason of a default in payment of any amount due on the Class A Notes,
the Note Trustee must not vote under the Security Trust Deed to, or otherwise
direct the Security Trustee to, dispose of the Charged Property unless either:

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

(b)       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, that the cash flow
          receivable by the Issuer (or the Security Trustee under the Security
          Trust Deed) will not (or that there is a significant risk that it will
          not) be sufficient, having regard to any other relevant actual,
          contingent or prospective liabilities of the Issuer, to discharge in
          full in due course all the amounts referred to in paragraph (a);

(c)       the Note Trustee is directed by the Holders of at least 75% of the
          aggregate Invested Amount of Class A Notes.

Neither the Note Trustee nor the Security Trustee 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 Charged Property or any other property
which is charged to the Security Trustee by any other person in respect of or
relating to the obligations of the Issuer or any third party in respect of the
Issuer or the Secured Moneys or the Class A Notes or relating in any way to the
Charged

--------------------------------------------------------------------------------
                                                                        PAGE 125

<PAGE>
                                                                 Note Trust Deed

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.

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 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, any Class A
Notes, unless directed or requested to do so in writing by Noteholders holding
at least 75% of the aggregate Invested Amount of Class A Notes at the time; 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.

Only the Security Trustee may enforce the provisions of the Security Trust Deed
and neither the Note Trustee nor any Class A Noteholder is entitled to proceed
directly against the Issuer to enforce the performance of any of the provisions
of the Security Trust Deed and the Class A Notes (including these Class A Note
Conditions) unless otherwise as set out in a Transaction Document.

The rights, remedies and discretions of the Class A 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 Class A 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 Class A Noteholders from time to time and need not enquire whether
the Note Trustee or the Class A 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 Note Trustee or the Voting
Secured Creditors in accordance with the Security Trust Deed.

Upon enforcement of the security created by the Security Trust Deed, the net
proceeds of enforcement may be insufficient to pay all amounts due on redemption
to the Noteholders. 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 an Enhancement (as defined in the Master Trust
Deed)) 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 security
and application of the proceeds as aforesaid shall, except in certain limited
circumstances, be extinguished.

--------------------------------------------------------------------------------
11        REPLACEMENT OF CLASS A NOTES

If any Class A Note is lost, stolen, mutilated, defaced or destroyed, it may be
replaced at the specified office of the Principal Paying Agent upon payment by
the claimant of the expenses incurred in connection with that replacement and on
such terms as to evidence and indemnity as the Manager may reasonably require.
Mutilated or defaced Class A Notes must be surrendered before replacements will
be issued.

--------------------------------------------------------------------------------
12        NOTICES

All notices, other than notices given in accordance with the following
paragraphs, to Class A Noteholders shall be deemed to be given if in writing and
mailed, first-class, postage prepaid to


--------------------------------------------------------------------------------
                                                                        PAGE 126

<PAGE>
                                                                 Note Trust Deed


each Class A Noteholder, at his or her address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Class A Noteholders is given by mail, neither the failure to mail such notice
nor any defect in any notice so mailed to any particular Class A Noteholder
shall affect the sufficiency of such notice with respect to other Class A
Noteholders, and any notice that is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.

A notice may be waived in writing by the relevant Class A Noteholder, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by the Class A 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.

In case, by reason of the suspension of regular mail services as a result of a
strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to the Class A Noteholders when such notice is required to
be given, then any manner of giving such notice as the Issuer shall direct the
Note Trustee shall be deemed to be a sufficient giving of such notice.

The Manager shall deliver a quarterly servicing report for each Calculation
Period to each Class A Noteholder on the notice date relating to such
Calculation Period in the method provided in the first paragraph of this
Condition 12.

All consents and approvals in these Conditions are to be given in writing.

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

13        MEETINGS OF VOTING SECURED CREDITORS AND MEETINGS OF CLASS A
          NOTEHOLDERS; MODIFICATIONS; CONSENTS; WAIVER

The Security Trust Deed contains provisions for convening meetings of the Voting
Secured Creditors to, among other things, enable the Voting Secured Creditors to
direct or consent to the Security Trustee taking or not taking certain actions
under the Security Trust Deed, for example to enable the Voting Secured
Creditors to direct the Security Trustee to enforce the Security Trust Deed.

The Note Trust Deed contains provisions for convening meetings of Class A
Noteholders to consider any matter affecting their interests, including the
directing of the Note Trustee to direct the Security Trustee to enforce the
security under the Security Trust Deed, or the sanctioning by the Extraordinary
Resolution of the Class A Noteholders of a modification of the Class A Notes
(including these Class A Note Conditions) or the provisions of any of the
Transaction Documents, provided that no modification of certain terms including,
among other things, the date of maturity of the Class A Notes, or a modification
which would have the effect of altering the amount of interest payable in
respect of a Class A Note or modification of the method of calculation of the
interest payable or of the date for payment of interest in respect of any Class
A Notes, reducing or cancelling the amount of principal payable in respect of
any Class A Notes or altering the majority required to pass an Extraordinary
Resolution or altering the currency of payment of any Class A Notes or an
alteration of the date or priority of payment of interest on, or redemption of,
the Class A Notes in the event of a call under Condition 5(g) or 5(h) (any such
modification being referred to below as a "BASIC TERMS MODIFICATION") shall 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 Class A Noteholders as described below. An
Extraordinary Resolution passed by the Class A Noteholders shall be binding on
all Class A Noteholders. The vote required for an Extraordinary Resolution shall
be a majority consisting of not less than 75% of the votes capable of being cast
by Voting Secured

--------------------------------------------------------------------------------
                                                                        PAGE 127

<PAGE>
                                                                 Note Trust Deed

Creditors present in person or by proxy at a duly convened meeting or a written
resolution signed by all of the Voting Secured Creditors.

The Note Trust Deed permits the Note Trustee, the Manager and the Issuer to,
following the giving of not less than 10 Banking Days' notice to each Designated
Rating Agency, alter, add to or modify, by way of supplementary deed, the Note
Trust Deed (including the meeting and amendment provisions), the Conditions
(subject to the proviso more fully described in clause 35.2 of the Note Trust
Deed or any other terms of that deed or the Conditions to which it refers) or
any Transaction Document so long as that alteration, addition or modification
is:

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

o         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;

o         in the opinion of the Note Trustee appropriate or expedient as a
          consequence of a change to any law or regulation or a change in the
          requirements of any Government Agency (including, but not limited to,
          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
          Securitisation Fund); or

o         in the reasonable opinion of the Note Trustee neither prejudicial nor
          likely to be prejudicial to the interests of the Class A Noteholders
          as a whole,

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

Where, in the opinion of the Note Trustee, a proposed alteration, addition or
modification to the Note Trust Deed, other than an alteration, addition or
modification referred to above, is prejudicial or likely to be prejudicial to
the interests of Class A Noteholders as a whole or any Class of Class A
Noteholders, the Note Trustee, the Manager and the Issuer may make that
alteration, addition or modification only if sanctioned in writing by holders of
at least 75% of the aggregate Invested Amount of the Class A Notes.

The Note Trustee may also, in accordance with the Note Trust Deed and without
the consent of the Class A Noteholders (but not in contravention of an
Extraordinary Resolution), waive or authorise any breach or proposed breach of
the Class A Notes (including these Class A Note 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 shall not, or shall not subject
to specified conditions, be treated as such. Any such modification, waiver,
authorisation or determination shall be binding on the Class A Noteholders and,
if, but only if, the Note Trustee so requires, any such modification shall be
notified to the Class A Noteholders in accordance with Condition 12 as soon as
practicable.

Every amendment to the Note Trust Deed must conform to the requirements of the
TIA as then in effect so long as the Note Trust Deed shall be qualified under
the TIA.

The Manager shall distribute to all Class A Noteholders and the Designated
Rating Agencies a copy of any amendments made under clause 35.1 or 35.2 of the
Note Trust Deed in accordance with Condition 12 as soon as reasonably
practicable after the amendment has been made.

--------------------------------------------------------------------------------
                                                                        PAGE 128

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
14        INDEMNIFICATION AND EXONERATION OF THE NOTE TRUSTEE AND THE SECURITY
          TRUSTEE

(a)       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
          security and to obtain repayment of the Class A 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 Transaction Documents without
          accounting for any profit resulting from such transactions. Except in
          the case of negligence, fraud or wilful default (in the case of the
          Security Trustee) or negligence, fraud, or wilful default (in the case
          of the Note Trustee), neither the Security Trustee nor the Note
          Trustee will be responsible for any loss, expense or liability which
          may be suffered as a result of any assets secured by the Security
          Trust Deed, Charged Property or any deeds or documents of title
          thereto, being uninsured or inadequately insured or being held by or
          to the order of the Mortgage Manager or any of its affiliates or by
          clearing organisations or their operators or by any person on behalf
          of the Note Trustee if prudently chosen in accordance with the
          Transaction Documents.

(b)       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 advisers as the Note
          Trustee reasonably requires to assist in the giving of that opinion or
          the making of that determination or calculation and any reasonable
          costs and expenses payable to those advisers 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        LIMITATION OF LIABILITY OF THE ISSUER

(a)       GENERAL

          Clause 26 of the Master Trust Deed applies to the obligations and
          liabilities of the Issuer in relation to the Class A Notes.

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

          (1)    The Issuer enters into the Transaction Documents and issues the
                 Notes only in its capacity as trustee of the Securitisation
                 Fund and in no other capacity (except where the Transaction
                 Documents provide otherwise). Subject to paragraph (3) below, a
                 liability arising under or in connection with the Transaction
                 Documents, the Notes or the Securitisation Fund is limited to
                 and can be enforced against the Issuer only to the extent to
                 which it can be satisfied out of the assets and property of the
                 Securitisation Fund and which are available to satisfy the
                 right of the Issuer to be exonerated or 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, the Notes or the Securitisation Fund.

          (2)    Subject to paragraph (3) below, no person (including any
                 Relevant Party) may take action against the Issuer in any
                 capacity other than as trustee of the Securitisation Fund or
                 seek the appointment of a receiver (except under the Security
                 Trust Deed), or a liquidator, an administrator or any similar
                 person to the

--------------------------------------------------------------------------------
                                                                        PAGE 129

<PAGE>
                                                                 Note Trust Deed

                 Issuer or prove in any liquidation, administration or
                 arrangements of or affecting the Issuer except in relation to
                 the Assets of the Securitisation Fund.

          (3)    The provisions of this Condition 15 shall not apply to any
                 obligation or liability of the Issuer to the extent that it is
                 not satisfied because under a Transaction Document or by
                 operation of law there is a reduction in the extent of the
                 Issuer's indemnification or exoneration out of the assets of
                 the Securitisation Fund as a result of the Issuer's fraud,
                 negligence or wilful default and will not apply to any
                 obligation or liability of the Issuer to pay amounts from its
                 personal funds pursuant to clause 12.1 of the Note Trust Deed.

          (4)    It is acknowledged that the Relevant Parties are responsible
                 under the Transaction Documents for performing a variety of
                 obligations relating to the Securitisation Fund. No act or
                 omission of the Issuer (including any related failure to
                 satisfy its obligations under the Transaction Documents or the
                 Notes) will be considered fraud, negligence or wilful default
                 of the Issuer for the purpose of paragraph (3) 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
                 or any person who has been delegated or appointed by the Issuer
                 in accordance with the Transaction Documents to fulfil its
                 obligations relating to the Securitisation Fund or by any other
                 act or omission of a Relevant Party or any such person.

          (5)    No attorney, agent, delegate, receiver or receiver and manager
                 appointed in accordance with this deed or any other Transaction
                 Documents 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 (3).

          (6)    The Issuer is not obliged to do or refrain from doing anything
                 under the Transaction Documents (including incur any liability)
                 unless the Issuer's liability is limited in the same manner as
                 set out in paragraphs (1) to (3).

          (7)    In this Condition 15 "RELEVANT PARTIES" means each party to a
                 Transaction Document other than the Issuer.

          (8)    The expression "WILFUL DEFAULT" as used in this Condition 15 is
                 defined in clause 26.5 of the Security Trust Deed.

          (9)    Nothing in this Condition 15 limits the obligations expressly
                 imposed on the Issuer under the Transaction Documents.

--------------------------------------------------------------------------------
16        GOVERNING LAW

The Class A Notes and the Relevant Documents are governed by, and shall be
construed in accordance with, the laws of New South Wales, Australia. The
administration of the Trust created under the Note Trust Deed, including the
exercise of the Note Trustee's powers under clause 13 of the Note Trust Deed, is
governed by the law of New York. In the event of any inconsistency between the
operation of the law of New South Wales, Australia and the law of New York in
respect of the application of those powers, the law of New York will prevail to
the extent of the inconsistency.

--------------------------------------------------------------------------------
                                                                        PAGE 130

<PAGE>
                                                                 Note Trust Deed

--------------------------------------------------------------------------------
17       SUMMARY OF PROVISIONS RELATING TO THE CLASS A NOTES WHILE IN BOOK ENTRY
         FORM

Each Class A Note will initially be represented by typewritten book-entry notes
(the "BOOK-ENTRY CLASS A Notes"), without coupons, in the principal amount of
US$[##]. The Book-Entry Class A Notes will be deposited with the Common
Depositary for DTC on or about the Closing Date. Upon deposit of the Book-Entry
Class A Notes with the Common Depositary, DTC will credit each investor in the
Class A Notes with a principal amount of Class A Notes for which it has
subscribed and paid.

The Book-Entry Class A Notes will be exchangeable for definitive Class A Notes
in certain circumstances described below.

Each person who is shown in the Note Register as the holder of a particular
principal amount of Class A Notes will be entitled to be treated by the Issuer
and the Note Trustee as a holder of such principal amount of Class A Notes and
the expression "CLASS A NOTEHOLDER" shall be construed accordingly, but without
prejudice to the entitlement of the holder of the Book-Entry Class A Note to be
paid principal and interest thereon in accordance with its terms. Such persons
shall have no claim directly against the Issuer in respect of payment due on the
Class A Notes for so long as the Class A Notes are represented by a Book-Entry
Class A Note and the relevant obligations of the Issuer will be discharged by
payment to the registered holder of the Book-Entry Class A Note in respect of
each amount so paid.

(a)       PAYMENTS

          Interest and principal on each Book-Entry Class A Note will be payable
          by the Principal Paying Agent to the Common Depositary provided that
          no payment of interest may be made by the Issuer or any Paying Agent
          in the Commonwealth of Australia or its possessions or into a bank
          account or to an address in the Commonwealth of Australia or its
          possessions.

          Each of the persons appearing from time to time as the beneficial
          owner of a Class A Note will be entitled to receive any payment so
          made in respect of that Class A 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 Notes
          which must be made by the holder of the relevant Book-Entry Class A
          Note, for so long as such Book-Entry Class A Note is outstanding.

          A record of each payment made on a Book-Entry Class A 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

          The Book-Entry Class A Notes will be exchangeable for definitive Class
          A Notes only if:

          (1)    the Principal Paying Agent advises the Manager in writing that
                 the Clearing Agency is no longer willing or able to discharge
                 properly its responsibilities as depository of the Class A
                 Notes and the Manager is not able to locate a qualified
                 successor;

          (2)    the Issuer, at the direction of the Manager (at the Manager's
                 option), advises the Principal Paying Agent in writing that it
                 elects to terminate the book entry system through the Clearing
                 Agency; or

--------------------------------------------------------------------------------
                                                                        PAGE 131

<PAGE>
                                                                 Note Trust Deed

          (3)    after the occurrence of an Event of Default, the Note Trustee
                 at the written direction of the Class A Noteholders holding a
                 majority of the aggregate Outstanding Principal Balance of the
                 Class A Notes, advises both the Principal Paying Agent and
                 Issuer that the continuation of a book entry system is no
                 longer in the best interest of the Class A Noteowners,

          then the Principal Paying Agent must within 30 days of such event
          instruct the Clearing Agency to notify all Class A Noteowners of the
          occurrence of any such event and of the availability of Definitive
          Notes. Upon the surrender of the Book-Entry Notes to the Issuer by the
          Clearing Agency, and the delivery by the Clearing Agency of the
          relevant registration instructions to the Issuer, the Issuer shall
          execute and procure the Principal Paying Agent to authenticate the
          Definitive Notes in accordance with the instructions of the Clearing
          Agency.

          Class A Noteowner has the meaning given to it in the Note Trust Deed.

(c)       NOTICES

          So long as the Notes are represented by the Book-Entry Class A Note
          and the same is/are held on behalf of the Clearing Agency, notices to
          Class A Noteholders may be given by delivery of the relevant notice to
          the Clearing Agency for communication by them to entitled account
          holders in substitution for delivery to each Class A Noteholder as
          required by the Class A Note Conditions.

(d)       CANCELLATION

          The Note Registrar shall ensure that all Class A Notes:

          (1)    which have been surrendered for payment, registration of
                 transfer, exchange or redemption; or

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

          shall be cancelled by or on behalf of the Issuer and will execute a
          certificate and deliver same to the Note Trustee stating:

          (3)    the aggregate Outstanding Principal Balance of Notes which have
                 been redeemed; and

          (4)    the serial numbers of such Notes in definitive form (where
                 applicable).



--------------------------------------------------------------------------------
                                                                        PAGE 132