<PAGE>

                                                                     Exhibit 4.6


                       ---------------------------------
                                DATED 18 MAY 2001







                            KINGFISHER TRUST 2001-1G
                                 NOTE TRUST DEED






                            PERPETUAL TRUSTEE COMPANY
                                     LIMITED
                                   ("TRUSTEE")
                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER)
                                       and
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                                ("NOTE TRUSTEE")
















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                              Fax (61 2) 9296 3999
                                  DX 113 Sydney
                                  Ref: SRF:BCC

                      Copyright - Mallesons Stephen Jaques


<PAGE>

                                                                             (i)
--------------------------------------------------------------------------------
CONTENTS               NOTE TRUST DEED
--------------------------------------------------------------------------------
<TABLE>
<S>                                                                          <C>
                       1     DEFINITIONS AND INTERPRETATION                    1

                             Definitions Schedule                              1
                             Interpretation                                    2
                             Appointment of the Note Trustee                   2
                             Interpretation of provisions incorporated from
                             TIA                                               2

                       2     COVENANT TO PAY                                   3

                             Covenant to Pay                                   3
                             Discharge                                         4
                             Payment after an Event of Default                 4
                             Rate of Interest after an Event of Default        4

                       3     AMOUNT, FORM AND ISSUE OF CLASS A NOTES           4

                             Aggregate Amount and Denomination                 4
                             Description and Form of Class A Notes             4
                             Initial issue as Class A Book-Entry Notes         5
                             Issue of Class A Definitive Notes                 6
                             Indemnity of non-issue of Class A Definitive
                             Notes                                             7

                       4     CLASS A NOTE REGISTER                             7

                             Provision of Class A Note Holder Information      7
                             Class A Note Register Conclusive                  8

                       5     STAMP DUTIES                                      8

                       6     APPLICATION OF MONEYS RECEIVED BY THE NOTE
                             TRUSTEE                                           8

                             Declaration of Trust                              8
                             Accumulation                                      9
                             Investment                                        9

                       7     COVENANTS                                         9

                             The Trustee and the Trust Manager                 9
                             Covenants between Trustee and Trust Manager      12

                       8     ENFORCEMENT                                      13

                             Actions following Event of Default               13
                             Evidence of default                              14
                             Overdue interest                                 15
                             Restrictions on enforcement                      15
                             Liability for Enforcement                        15

                       9     PROCEEDINGS                                      16

                             Acting only on direction                         16
                             Security Trustee acting                          17
                             Note Trustee alone entitled to act               17

                       10    REMUNERATION AND INDEMNIFICATION OF THE NOTE
                             TRUSTEE                                          17

                             Normal remuneration                              17
                             Extra remuneration                               18
                             Expenses                                         18

<PAGE>


                                                                            (ii)
--------------------------------------------------------------------------------
                             Indemnity                                      18
                             Continuing effect                              18

                       11    SUPPLEMENTAL PROVISIONS                        19

                             Liability to Account                           19
                             Class A Notes                                  19
                             Advice                                         19
                             Note Trustee to assume performance             19
                             Resolutions of Class A Note Holders            19
                             Reliance                                       19
                             Certificate signed by Authorised Officer       20
                             Signatures                                     21
                             Deposit of documents                           21
                             Discretion                                     21
                             Agents                                         21
                             Delegation                                     21
                             Application to Court                           21
                             Interests of Class A Note Holders              22
                             Assumption as to Prejudice                     22
                             Ratings                                        22
                             Validity of Transaction Documents              22
                             Defect in Security                             22
                             Class A Note Holders Responsible               23
                             Limit on Obligation                            23
                             No liability for breach                        23
                             Dispute or ambiguity                           23
                             Loss to charged property                       23
                             Forged Class A Notes                           24
                             Confidentiality                                24
                             Disclosure                                     24
                             Determinations conclusive                      24
                             Currency conversion                            24
                             Class A Notes held by the Trustee etc          24
                             Legal opinions                                 24
                             No liability for tax on payments               25
                             Powers additional                              25

                       12    NOTE TRUSTEE LIABLE FOR NEGLIGENCE             25

                       13    WAIVER                                         25

                             Waiver                                         25

                       14    NOTE TRUSTEE NOT PRECLUDED FROM ENTERING INTO
                             CONTRACTS                                      25

                       15    DUTIES OF NOTE TRUSTEE                         26

                             Duties prior to an Event of Default            26
                             Duties following an Event of Default           26
                             Certain Limitations of Liability where Acting
                             in Good Faith                                  26
                             Note Trustee Not Relieved of Liability for
                             Negligence                                     27
                             Preferred Collection of Claims Against Trustee 27
                             Compliance with Section 310 of the TIA         27
                             Transaction Documents                          27

                       16    AMENDMENT                                      27


<PAGE>

                                                                           (iii)
--------------------------------------------------------------------------------
                             Amendment by Note Trustee                      27
                             Amendments requiring consent of all Class A
                             Note Holders                                   29
                             Compliance with TIA                            29
                             No Designated Rating Agency downgrade          29
                             Distribution of amendments                     29
                             Amendments binding on Class A Note Holders     29

                       17    REPORTS                                        29

                             Reports by Note Trustee                        29
                             Reports by Trust Manager                       29
                             Restricted Securities                          30

                       18    APPOINTMENT, RETIREMENT AND REMOVAL OF THE NOTE
                             TRUSTEE                                        31

                             Appointment                                    31
                             Retirement of Note Trustee                     31
                             Removal by Trustee                             32
                             Note Trustee may Retire                        32
                             Appointment of substitute note trustee by
                             Class A Note Holders                           32
                             Successor to Note Trustee                      33
                             Trustee and Trust Manager cannot be appointed  33
                             No Limitation of TIA                           34

                       19    CLASS A NOTES HELD IN CLEARING SYSTEMS AND
                             NOTICES                                        34

                             Class A Notes held in Clearing Systems         34

                       20    CURRENCY INDEMNITY                             34

                             Currency of account and payment                34
                             Extent of discharge                            34
                             Indemnity                                      34
                             Indemnity separate                             34

                       21    REPRESENTATIONS AND WARRANTIES                 35

                             By the Trustee                                 35
                             By the Trust Manager                           35
                             By the Note Trustee                            36

                       22    NOTICES                                        37

                             Notices                                        37
                             Initial addresses                              37
                             Time effective                                 38
                             Receipt                                        38

                       23    LIMITED RECOURSE                               38

                             Limitation on Trustee's liability              38
                             Claims against Trustee                         39
                             Breach of Trust                                39
                             Acts or omissions                              39

                       24    TERMINATION                                    40

                       25    TRUST INDENTURE ACT                            40

                             Certificates and opinions                      40

<PAGE>

                                                                            (iv)
--------------------------------------------------------------------------------
                             Undertaking for Costs                          41
                             Exclusion of section 316(a)(1)                 42
                             Unconditional rights of Class A Note Holders
                             to receive principal and interest              42
                             Conflict with Trust Indenture Act              42

                       26    MISCELLANEOUS                                  42

                             Certificate                                    42
                             Exercise of rights                             42
                             Waiver and variation                           43
                             Supervening legislation                        43
                             Approvals and consent                          43
                             Remedies cumulative                            43
                             Indemnities                                    43
                             Time of the essence                            43
                             Receipts                                       43
                             Acknowledgment                                 44
                             Disclosure of information                      44
                             Rights cumulative                              44
                             Signatures                                     44
                             Meetings                                       44

                       27    GOVERNING LAW                                  44

                             Governing Law                                  44
                             Submission to jurisdiction                     45
                             Service                                        45

                       28    COUNTERPARTS                                   45

                       SCHEDULE 1  FORM OF CLASS A NOTE                     46

                       SCHEDULE 2  PROVISIONS FOR MEETINGS OF CLASS A NOTE
                                   HOLDERS                                  53
</TABLE>




<PAGE>

                                                                             (v)
--------------------------------------------------------------------------------

                   TRUST INDENTURE ACT - CROSS REFERENCE TABLE

[This Cross Reference Table does not, for any purpose, form part of this Note
Trust Deed.] "NA" means not applicable.

<TABLE>
<CAPTION>
             TRUST INDENTURE ACT SECTION     CLAUSE REFERENCE
<S>                                       <C>
                     310(a)(1)            15.7-9, 18.3(b), 18.4, 18.5

                     310(a)(2)                  15.7, 15.8, 15.9

                     310(a)(3)                         NA

                     310(a)(4)                         NA

                     310(a)(5)                        18.9

                      310(b)                      15.9, 18.10

                      310(c)                           NA

                      311(a)                          15.6

                      311(b)                          15.6

                      311(c)                           NA

                      312(a)                        4.2, 4.3

                      312(b)                          4.3

                      312(c)                          4.4

                      313(a)                          17.1

                     313(b)(1)                        17.1

                     313(b)(2)                     17.1, 22.3

                      313(c)                       17.1, 22.1

                      313(d)                          17.1

                     314(a)(1)                      17.2(a)

                     314(a)(2)                      17.2(b)

                     314(a)(3)                      17.2(c)

                     314(a)(4)                       7.1(d)

                      314(b)                         7.1(j)

                      314(c)                        25.1(a)

                      314(d)                        25.1(b)

                      314(e)                        25.1(c)


                      315(a)                          15.2

                      315(b)                         8.1(a)

                      315(c)                          15.3

<PAGE>

                                                                            (vi)
--------------------------------------------------------------------------------

             TRUST INDENTURE ACT SECTION     CLAUSE REFERENCE


                      315(d)                       15.5, 11.5

                      315(e)                          25.2

                     316(a)(1)                        25.3

                     316(a)(2)                        16.2

                      316(b)                          25.4

                      316(c)                          22.4

                     317(a)(1)                       8.2(a)

                     317(a)(2)                       8.2(b)

                      317(b)                          6.1

                      318(a)                          25.5
</TABLE>

<PAGE>

                                                                               1
--------------------------------------------------------------------------------
                       KINGFISHER TRUST 2001-1G
                       NOTE TRUST DEED

DATE:                  18 May 2001

PARTIES:               PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001
                       007) having its registered office at Level 7, 39
                       Hunter Street, Sydney NSW 2000 in its capacity as
                       trustee of the Kingfisher Trust 2001-1G ("TRUSTEE")
                       ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having
                       its registered office at Level 17, 530 Collins
                       Street, Melbourne, Victoria, 3000 ("TRUST MANAGER")
                       THE BANK OF NEW YORK, NEW YORK BRANCH, a New York
                       banking corporation acting through its office at 101
                       Barclay Street, 21W, New York, New York 10286 ("NOTE
                       TRUSTEE" which expression includes all persons being
                       the trustee of this Note Trust Deed)

RECITALS:
                 A.    The Trustee wishes to issue, at the direction of the
                       Trust Manager, the Class A Notes.

                 B.    The Note Trustee has agreed to act as Note Trustee for
                       the Class A Note Holders on the terms set out in this
                       deed.

                 C.    This deed is an indenture qualified under, and subject to
                       the mandatory provisions of, the Trust Indenture Act 1939
                       of the United States of America, which are incorporated
                       by reference in and made part of this deed.


OPERATIVE PROVISIONS:

1      DEFINITIONS AND INTERPRETATION
--------------------------------------------------------------------------------
DEFINITIONS SCHEDULE
                 1.1   The following words have these meanings unless the
                       contrary intention appears:

                       DEFINITIONS SCHEDULE means the deed entitled "Kingfisher
                       Master Trusts Master Definitions Schedule" dated 1 August
                       2000 between the Trustee, the Trust Manager and P.T.
                       Limited, as amended by the deed entitled "Kingfisher
                       Master Trusts Amending Deed" dated 16 May 2001.

                       SUPPLEMENTAL DEED means the deed entitled "Kingfisher
                       Trust 2001-1G Supplemental Deed" dated on or about the
                       date of this deed between the Trustee, the Trust Manager
                       and others.

                       TRUST means the Kingfisher Trust 2001-1G.


<PAGE>

                                                                               2
--------------------------------------------------------------------------------
INTERPRETATION
                 1.2   Clauses 1.2 to 1.5 (inclusive) of the Definitions
                       Schedule are incorporated into this deed as if those
                       clauses were set out in full.

                 1.3   This deed binds the Trustee, the Trust Manager, the Note
                       Trustee and the Class A Note Holders of the Trust.

                 1.4   Except to the extent to which words and phrases are
                       otherwise defined in this deed, words and phrases defined
                       in the Definitions Schedule and the Supplemental Deed
                       shall bear the same meaning when used in this deed. Where
                       definitions are in respect of a "Trust" they shall be
                       interpreted in this deed in respect of the Trust. In the
                       event of any inconsistency between a definition expressly
                       defined in this deed and a definition in the Definitions
                       Schedule, the definition in this deed shall prevail. In
                       the event of any inconsistency between a definition in
                       the Definitions Schedule and a definition in the
                       Supplemental Deed, the definition in the Supplemental
                       Deed will prevail.

APPOINTMENT OF THE NOTE TRUSTEE
                 1.5   The Note Trustee:

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

                       (b)   acknowledges and declares that it:

                             (i)   holds the sum of $10 received on the date
                                   of this deed; and

                             (ii)  will hold the benefit of the obligations of
                                   the Trustee and the Trust Manager under this
                                   deed and under the other Transaction
                                   Documents given in favour of the Note
                                   Trustee,

                             in each case, on trust for each Class A Note
                             Holder, in accordance with the terms and conditions
                             of this deed.

INTERPRETATION OF PROVISIONS INCORPORATED FROM TIA

                 1.6   Where a provision of the TIA is incorporated into this
                       deed in accordance with the TIA (as described in clause
                       25.5) the following terms used in that provision have the
                       following meanings in this deed:

                       "DEFAULT" means an Event of Default.

                       "INDENTURE SECURITIES" means the Class A Notes.

                       "INDENTURE SECURITY HOLDER" means the Class A Note
                       Holder.

                       "INDENTURE TO BE QUALIFIED" means this deed.

                       "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means
                       the Note Trustee.

                       "OBLIGOR UPON THE INDENTURE SECURITIES" means the
                       Trustee.


<PAGE>

                                                                               3
--------------------------------------------------------------------------------
                       "SEC" has the meaning given to that term in the
                       Definitions Schedule.

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

                       (a)   (TIA): a mandatory provision of the TIA; and

                       (b)   (THIS DEED): a clause of this deed that, on its
                             face, appears to satisfy or reflect that
                             mandatory provision of the TIA,

                       will be construed and interpreted as a Federal court of
                       the United States of America would construe and interpret
                       the term or expression.


2      COVENANT TO PAY
--------------------------------------------------------------------------------
COVENANT TO PAY
                 2.1   The Trustee at the direction of the Trust Manager shall
                       on any date when any Class A Note becomes due to be
                       redeemed, in whole or in part, unconditionally pay to or
                       to the order of the Note Trustee in accordance with, and
                       subject to, the terms of the Transaction Documents in
                       same day funds the principal of such Class A Note
                       becoming due on that date and shall (subject to the Class
                       A Note Conditions) until payment in whole of the
                       principal of the Class A Note (both before and after
                       judgment) unconditionally pay to or to the order of the
                       Note Trustee interest on the Invested Amount of the Class
                       A Note as set out in the Class A Note Conditions (subject
                       to clause 2.4), provided that:

                       (a)   payment of any sum due in respect of the Class
                             A Notes made to a Paying Agent as provided in
                             the Agency Agreement (unless notice in
                             accordance with clause 3 of the Agency
                             Agreement has been given) or to the Note
                             Trustee in accordance with this deed shall to
                             that extent, satisfy such obligation except to
                             the extent that there is failure in the Paying
                             Agent's or the Note Trustee's (as the case may
                             be) subsequent payment to the relevant Class A
                             Note Holders under the Class A Note Conditions
                             and the Agency Agreement; and

                       (b)   a payment made after the due date shall be
                             deemed to have been made when the full amount
                             due has been received by the Paying Agent or
                             the Note Trustee and notice to that effect has
                             been given to the Class A Note Holders, except
                             to the extent that there is failure in the
                             Paying Agent's or the Note Trustee's (as the
                             case may be) subsequent payment to the relevant
                             Class A Note Holders under the Class A Note
                             Conditions and the Agency Agreement.


<PAGE>

                                                                               4
--------------------------------------------------------------------------------
DISCHARGE
                 2.2   Subject to clause 2.1, any payment to be made in respect
                       of the Class A Notes by the Trustee or the Note Trustee
                       may be made as provided in the Class A Note Conditions
                       and any payment so made will (subject to clause 2.1) to
                       that extent be a good discharge to the Trustee or the
                       Note Trustee, as the case may be.

PAYMENT AFTER AN EVENT OF DEFAULT
                 2.3   At any time after an Event of Default has occurred, the
                       Note Trustee may take the actions referred to in clause 3
                       of the Agency Agreement.

RATE OF INTEREST AFTER AN EVENT OF DEFAULT
                 2.4   If the Class A Notes become immediately due and payable,
                       the rate of interest payable in respect of them shall
                       continue to be calculated by the Calculation Agent in
                       accordance with the Class A Note Conditions (with
                       consequential amendments as necessary) except that the
                       rate of interest need not be published unless the Note
                       Trustee otherwise requires. The first period in respect
                       of which interest shall be so calculable shall commence
                       on the expiry of the Interest Period during which the
                       Class A Notes become so repayable.


3      AMOUNT, FORM AND ISSUE OF CLASS A NOTES
--------------------------------------------------------------------------------
AGGREGATE AMOUNT AND DENOMINATION
                 3.1   The Class A Notes will be issued in minimum denominations
                       of US$100,000 each and multiples of US$10,000 in excess
                       of that amount.

DESCRIPTION AND FORM OF CLASS A NOTES

                 3.2   (a)   (FORM OF CLASS A NOTES):  The Class A Notes
                             must be serially numbered and typewritten or
                             printed (in the case of Class A Book-Entry
                             Notes) or typewritten, printed, lithographed or
                             engraved or produced by any combination of
                             these methods and with or without steel borders
                             (in the case of Class A Definitive Notes) in
                             the form or substantially in the form set out
                             in Schedule 1.

                       (b)   (SIGNING OF CLASS A NOTES): Each Class A Note must
                             be signed by an Authorised Officer or other duly
                             appointed attorney or representative of the Trustee
                             on behalf of the Trustee.

                       (c)   (AUTHENTICATION OF CLASS A NOTES): Each Class A
                             Note must be authenticated by an Authorised Officer
                             or other duly appointed representative of the Note
                             Trustee on behalf of the Note Trustee. No Class A
                             Note will be valid for any purpose unless and until
                             so authenticated.

                       (d)   (DATING OF CLASS A NOTES):  The Class A Notes
                             must be dated the date of their authentication.


<PAGE>

                                                                               5
--------------------------------------------------------------------------------
INITIAL ISSUE AS CLASS A BOOK-ENTRY NOTES
                 3.3   (a)   (ISSUE AS CLASS A BOOK-ENTRY NOTES): The Class
                             A Notes will upon issue be represented by one or
                             more book-entry notes initially registered in
                             accordance with clause 4 in the name of Cede & Co,
                             as nominee of DTC as the initial Depository.

                       (b)   (DELIVERY OF CLASS A BOOK-ENTRY NOTES): The Trustee
                             must on the date of this deed deliver or procure
                             the delivery of Class A Book-Entry Notes to the
                             Principal Paying Agent as agent for the Depository.

                       (c)   (RIGHTS ATTACHING TO CLASS A BOOK-ENTRY
                             Notes):  A Class A Book-Entry Note executed and
                             authenticated in accordance with clause 3.2
                             will constitute binding and valid obligations
                             of the Trustee.  Until a Class A Book-Entry
                             Note has been exchanged pursuant to this deed,
                             it shall in all respects be entitled to the
                             same benefits as a Class A Definitive Note
                             except as specifically provided to the contrary
                             in this deed or the provisions of the Class A
                             Book-Entry Note.

                       (d)   (EXCHANGE ETC):  Subject to this deed, the
                             procedures relating to the exchange,
                             authentication, delivery, surrender,
                             cancellation, presentation, marking up or down
                             of any Class A Book-Entry Note and any other
                             matters to be carried out by the relevant
                             parties upon exchange of any Class A Book-Entry
                             Note will be made in accordance with the
                             provisions of the Class A Book-Entry Notes and
                             the normal practice of the Depository's
                             nominee, the Class A Note Registrar and the
                             rules and procedures of the Depository from
                             time to time.

                       (e)   (DEALINGS WITH DEPOSITORY): Unless and until the
                             Class A Definitive Notes have been issued to a
                             Class A Note Owner pursuant to clause 3.4, the
                             following provisions apply:

                             (i)   the Trustee, the Trust Manager, each
                                   Agent and the Note Trustee will be
                                   entitled to deal with the Depository for
                                   all purposes whatsoever (including the
                                   payment of principal of and interest on
                                   the Class A Notes and the giving of
                                   instructions or directions under this
                                   deed) as the absolute holder of the Class
                                   A Notes and none of the Trustee, the
                                   Trust Manager, any Agent or the Note
                                   Trustee will be affected by notice to the
                                   contrary;

                             (ii)  whenever a notice or other communication to
                                   the Class A Note Holders is required under
                                   this deed or any other Transaction Document
                                   all such notices and communications must be
                                   given to the Depository and are not required
                                   to be given to the Class A Note Owners;

                             (iii) the rights of Class A Note Owners may be
                                   exercised only through the Depository and are
                                   limited to those


<PAGE>

                                                                               6
--------------------------------------------------------------------------------

                                   established by law and agreements between
                                   such Class A Note Owners and the Depository
                                   and/or the Clearing Agency Participants;

                             (iv)  the Trustee, the Trust Manager, each Agent
                                   and the Note Trustee may conclusively rely
                                   upon any statement from the Depository or any
                                   Clearing Agency Participant as to the votes,
                                   instructions or directions it has received
                                   from Class A Note Owners and/or Clearing
                                   Agency Participants.

                             To the extent that the provisions of this clause
                             3.3 conflict with any other provisions of this
                             deed, the provisions of this clause 3.3 prevail.

ISSUE OF CLASS A DEFINITIVE NOTES
                 3.4   (a)   (EVENTS LEADING TO EXCHANGE):  If:

                             (i)   the Depository advises the Note Trustee in
                                   writing that the Depository is no longer
                                   willing or able properly to discharge its
                                   responsibilities with respect to the Class A
                                   Notes and the Trust Manager is unable to
                                   locate a qualified successor to act as
                                   Depository;

                             (ii)  the Trust Manager (at its option) advises the
                                   Trustee, the Note Trustee, the Paying Agents
                                   and the Depository in writing that the Class
                                   A Definitive Notes are to be issued in
                                   replacement of the Class A Book-Entry Notes;
                                   or

                             (iii) an Event of Default has occurred and is
                                   subsisting and the Class A Note Owners
                                   representing beneficial interests aggregating
                                   to at least a majority of the aggregate
                                   Invested Amount of the Class A Notes advise
                                   the Trustee through the Depository in writing
                                   that the continuation of a book entry system
                                   is no longer in the best interests of the
                                   Class A Note Owners,

                             then the Trustee, on the direction of the Trust
                             Manager, must within 30 days of such event instruct
                             the Depository to notify all of the appropriate
                             Class A Note Owners of the occurrence of any such
                             event and of the availability of Class A Definitive
                             Notes to such Class A Note Owners requesting the
                             same. The Note Trustee must promptly advise the
                             Trustee and the Trust Manager upon the occurrence
                             of an event referred to in clause 3.4(a)(i) and the
                             Trustee must promptly advise the Note Trustee and
                             the Trust Manager upon the occurrence of an event
                             referred to in clause 3.4(a)(iii).

                       (b)   (EXCHANGE FOR CLASS A DEFINITIVE NOTES): Upon the
                             surrender to the Trustee of Class A Book-Entry
                             Notes by the Depository following an instruction
                             of the Trustee pursuant to clause 3.4(a), and the
                             delivery by the Depository of the

<PAGE>

                                                                               7
--------------------------------------------------------------------------------
                             relevant registration instructions to the Trustee,
                             the Trustee must issue and execute and the Note
                             Trustee must authenticate and deliver Class A
                             Definitive Notes of the same aggregate Invested
                             Amount as those Class A Book-Entry Notes, replacing
                             those Class A Book-Entry Notes, in accordance with
                             clause 3.2 and the instructions of the Depository.
                             None of the Note Trustee, the Trust Manager, the
                             Trustee or any Agent will be liable for any delay
                             in delivery of such instructions and each such
                             person may conclusively rely on, and will be
                             protected in relying on, such instructions.

                       (c)   (NO OTHER ENTITLEMENT): No other Class A Note Owner
                             will be entitled to receive a Class A Definitive
                             Note representing such Class A Note Owner's
                             interest in a Class A Note, except as provided in
                             this clause 3.4.

INDEMNITY OF NON-ISSUE OF CLASS A DEFINITIVE NOTES
                 3.5   If the Trustee is required to issue Class A Definitive
                       Notes following an event specified in clause 3.4 but
                       fails to do so within 30 days of surrender to the Trustee
                       of the Class A Book-Entry Notes in accordance with clause
                       3.4 then the Trustee must, subject to clause 23,
                       indemnify the Note Trustee, the Class A Note Holders and
                       Class A Note Owners, and keep them indemnified, against
                       any loss or damage incurred by any of them if the amount
                       received by the Note Trustee, the Class A Note Holders or
                       Class A Note Owners, respectively, is less than the
                       amount that would have been received had Class A
                       Definitive Notes been issued. If the Trustee breaches its
                       obligations under clause 3.4, 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(but subject to clause 23), the Note
                       Trustee, the Class A Note Holders and the Class A Note
                       Owners are entitled to sue the Trustee for specific
                       performance, injunctive relief or other equitable relief
                       to enforce the Trustee's obligations under clause 3.4.


4      CLASS A NOTE REGISTER
--------------------------------------------------------------------------------
MAINTENANCE OF CLASS A NOTE REGISTER
                 4.1   The Note Trustee must procure that the Class A Note
                       Register is maintained, and that Class A Notes are
                       transferred, exchanged, replaced, redeemed and cancelled,
                       all in accordance with the provisions of the Class A
                       Notes (including the Class A Note Conditions) and the
                       Agency Agreement. If at any time for any reason there
                       ceases to be a person performing the functions of the
                       Class A Note Registrar under the Agency Agreement, the
                       Note Trustee must act as the Class A Note Registrar and
                       perform all of the obligations of the Class A Note
                       Registrar contained in the Agency Agreement.

PROVISION OF CLASS A NOTE HOLDER INFORMATION
                 4.2   (PROVISION OF INFORMATION): The Trustee must provide or
                       procure the provision to the Note Trustee (if the Note
                       Trustee is not the Class A Note Registrar) at intervals
                       of not more than 6 months (commencing as from the Closing
                       Date), and at such other times as the Note Trustee may
                       request in writing, all information in the possession or
                       control of


<PAGE>

                                                                               8
--------------------------------------------------------------------------------
                       the Class A Note Registrar as to the names and addresses
                       of the Class A Note Holders, provided that the Trustee
                       will not have any obligations pursuant to this clause 4.2
                       while the Class A Notes are all Class A Book-Entry Notes.

                 4.3   (NOTE TRUSTEE'S OBLIGATIONS): The Note Trustee must
                       preserve, in as current form as is reasonably
                       practicable, the names and addresses of the Class A Note
                       Holders provided to it pursuant to clause 4.2 or
                       otherwise received by it in any capacity and must comply
                       with its obligations pursuant to section 312(b) of the
                       TIA.

                 4.4   (PROTECTION): The Trustee, the Note Trustee and the Class
                       A Note Registrar will have the protection of section
                       312(c) of the TIA in relation to the disclosure of
                       information in accordance with clause 4.2 and 4.3.

CLASS A NOTE REGISTER CONCLUSIVE
                 4.5   A Class A Note is not a certificate of title and the
                       Class A Note Register is the only conclusive evidence of
                       title to the Class A Notes.


5      STAMP DUTIES
--------------------------------------------------------------------------------
                       The Trustee shall pay any stamp, issue, documentary,
                       registration or other duty or tax duties including
                       interest and penalties, payable in the Commonwealth of
                       Australia, New South Wales, the Australian Capital
                       Territory, the United States of America and the United
                       Kingdom in respect of the creation, issue and offering of
                       the Class A Notes and the execution or delivery of this
                       deed and each other Transaction Document. Subject to
                       clause 23, the Trustee shall also indemnify the Note
                       Trustee and the Class A Note Holders from and against all
                       stamp, issue, documentary and other registration taxes
                       paid by any of them in any jurisdiction in connection
                       with any action taken by or on behalf of the Note Trustee
                       or the Class A Note Holders and Class A Note Owners to
                       enforce the Trustee's obligations under this deed or the
                       Class A Notes.


6      APPLICATION OF MONEYS RECEIVED BY THE NOTE TRUSTEE
--------------------------------------------------------------------------------
DECLARATION OF TRUST
                 6.1   All moneys received by the Note Trustee in respect of the
                       Class A Notes or amounts payable under this deed shall,
                       despite any appropriation of all or part of them by the
                       Trustee, be held by the Note Trustee on trust to apply
                       them (subject to clause 6.2):

                       (a)   first, in payment of all costs, charges, expenses
                             and liabilities incurred by the Note Trustee
                             (including all fees and remuneration payable to it)
                             in carrying out its functions under this deed;

                       (b)   secondly, pari passu and rateably in payment of
                             any amounts owing in respect of the Class A
                             Notes; and


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                                                                               9
--------------------------------------------------------------------------------
                       (c)   thirdly, in payment of any balance to the Trustee
                             for distribution in accordance with the Master
                             Trust Deed and the Supplemental Deed in respect of
                             the Trust.

                       If the Note Trustee holds any moneys in respect of Class
                       A Notes which have become void or in respect of which
                       claims have become prescribed, the Note Trustee shall
                       hold them on these trusts.

ACCUMULATION
                 6.2   If the amount of the moneys at any time (other than on a
                       Payment Date) available for payment in respect of the
                       Class A Notes under clause 6.1 is less than 10 per cent
                       of the then Invested Amount of the Class A Notes and upon
                       receipt of a written direction from the Trust Manager,
                       the Note Trustee may invest such moneys in Authorised
                       Investments denominated in US Dollars until the next
                       Payment Date. In the event the Trust Manager does not
                       provide written instructions to the Note Trustee within 5
                       days of receipt of funds, the Note Trustee may at its
                       discretion, invest the funds in units of money market
                       funds, including money market funds managed or advised by
                       the Note Trustee or an affiliate thereof, having the
                       highest possible rating by a recognised rating agency in
                       the US. The Note Trustee may retain such investments and
                       accumulate the income from them until the earlier of the
                       next Payment Date or when the investments and the
                       accumulations, together with any other funds for the time
                       being under its control and available for such payment,
                       amount to at least 10 per cent of the Invested Amount of
                       the Class A Notes then outstanding and then such
                       investments, accumulations and funds (after deduction of,
                       or provision for, any applicable taxes) shall be applied
                       as specified in clause 6.1.

INVESTMENT
                 6.3   Moneys held by the Note Trustee may be invested in its
                       name or under its control in Authorised Investments in
                       accordance with clause 6.2 or deposited in its name or
                       under its control at such bank or other financial
                       institution which has the Required Credit Rating in US$.
                       If that bank or institution is the Note Trustee or a
                       subsidiary, holding or associated company of the Note
                       Trustee, it need only account for an amount of interest
                       equal to the largest amount of interest payable by it on
                       such a deposit to an independent customer. The Note
                       Trustee may at any time vary or transpose any such
                       investments or assets, and shall not be responsible for
                       any resulting loss, whether by depreciation in value or
                       otherwise.


7      COVENANTS
--------------------------------------------------------------------------------
THE TRUSTEE AND THE TRUST MANAGER
                 7.1   So long as any Class A Note is outstanding, each of the
                       Trustee and the Trust Manager severally covenants in
                       favour of the Note Trustee that it:

                       (a)   (CLASS A NOTES) will comply with all of its
                             obligations under the Class A Notes (as if the
                             provisions of the Class A Notes,


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                                                                              10
--------------------------------------------------------------------------------
                             including the Class A Note Conditions, were set out
                             in full in this deed);

                       (b)   (TRANSACTION DOCUMENTS):

                             (i)   will comply with, perform and observe all
                                   of its material obligations under all the
                                   other Transaction Documents to which it
                                   is a party; and

                             (ii)  will enforce its rights under the Transaction
                                   Documents in a manner consistent with its
                                   respective obligations and duties under the
                                   Transaction Documents;

                       (c)   (NOTICE OF EVENT OF DEFAULT) will notify the Note
                             Trustee in writing promptly on becoming aware of
                             the occurrence of any Event of Default, Trust
                             Manager's Default, Servicer Termination Event,
                             Title Perfection Event or Trustee Default;

                       (d)   (CERTIFICATE OF COMPLIANCE) will provide to the
                             Note Trustee within 120 days after the end of each
                             financial year of the Trust (commencing on the
                             financial year ending on 30 September 2001):

                             (i)   in accordance with section 314(a)(4) of
                                   the TIA, a certificate from its principal
                                   executive officer, principal financial
                                   officer or principal accounting officer
                                   as to his or her knowledge of the
                                   activities of the Trustee or the Trust
                                   Manager, as the case may be, in respect
                                   of the Trust during that year and of the
                                   Trustee's or Trust Manager's, as the case
                                   may be, compliance with all conditions,
                                   covenants and other provisions under this
                                   deed (and determined without regard to
                                   any period of grace or requirement of
                                   notice under this deed or any other
                                   Transaction Document) and giving
                                   reasonable details about any
                                   non-compliance; and

                             (ii)  a certificate (which may be part of the
                                   certificate referred to in clause 7.1(d)(i))
                                   from an Authorised Officer of the Trustee or
                                   the Trust Manager, as the case may be,
                                   stating whether to the best of his or her
                                   knowledge in the period since the date of
                                   execution of this deed (in the case of the
                                   first such certificate) based on a review of
                                   the activities referred to in clause
                                   7.1(d)(i) or since the provision of the most
                                   recent certificate under this clause
                                   7.1(d)(ii) (in the case of any other such
                                   certificate), an Event of Default, Title
                                   Perfection Event, Servicer Termination Event,
                                   Trust Manager's Default or Trustee Default
                                   has occurred and, if any such event has
                                   occurred, giving reasonable details of that
                                   event;


<PAGE>

                                                                              11
--------------------------------------------------------------------------------
                       (e)   (NOTICES TO CLASS A NOTE HOLDERS) will send to the
                             Note Trustee the form of each notice to be given to
                             Class A Note Holders and Class A Note Owners and,
                             once given, two copies of each such notice, such
                             notice to be in a form previously approved by the
                             Note Trustee;

                       (f)   (FURTHER ACTS) will so far as permitted by
                             applicable law, do such further things as may be
                             necessary in the opinion of the Note Trustee to
                             give effect to this deed;

                       (g)   (NOTICE OF LATE PAYMENT) will promptly upon request
                             by the Note Trustee, give notice to the Class A
                             Note Holders of any unconditional payment to the
                             Paying Agent or the Note Trustee of any sum due in
                             respect of the Class A Notes made after the due
                             date for such payment;

                       (h)   (LISTING) will, in the case of the Trust
                             Manager only, use all reasonable endeavours to
                             maintain the listing of the Class A Notes on
                             the London Stock Exchange but, if it is unable
                             to do so, having used such endeavours, or if
                             the maintenance of such listing is agreed by
                             the Note Trustee to be unduly onerous and the
                             Note Trustee is satisfied that the interests of
                             the Class A Note Holders would not be thereby
                             materially prejudiced, instead use all
                             reasonable endeavours to obtain and maintain a
                             listing of the Class A Notes on another stock
                             exchange previously approved in writing by the
                             Note Trustee and, if necessary, following that
                             quotation or listing enter into a deed
                             supplemental to this deed to effect any
                             consequential amendments to this deed necessary
                             to comply with the requirements of any such
                             stock exchange;

                       (i)   (CHANGE IN AGENTS) will give at least 14 days'
                             prior notice to the Class A Note Holders of any
                             future appointment, resignation or removal of an
                             Agent or of any change by an Agent of its Specified
                             Office and not make any such appointment or removal
                             without the Note Trustee's prior written approval;

                       (j)   (PROVISION OF LEGAL OPINIONS) will procure the
                             delivery of legal opinions addressed to the Note
                             Trustee in accordance with section 314(b) of the
                             TIA:

                             (i)   on the Closing Date, a legal opinion
                                   either stating that the Global Master
                                   Security Trust Deed and the Deed of
                                   Charge in respect of the Trust has been
                                   properly recorded and filed so as to make
                                   effective the Security Interest intended
                                   to be created by the Deed of Charge in
                                   respect of the Trust, and reciting the
                                   details of such action, or stating that
                                   no such action is necessary to make such
                                   Security Interest effective; and

                             (ii)  within 120 days after the end of each
                                   financial year of the Trust (commencing on
                                   the financial year ending in 30 September
                                   2001), a legal opinion either stating that



<PAGE>

                                                                              12
--------------------------------------------------------------------------------
                                   such action has been taken with respect to
                                   the recording, filing, re-recording (if any)
                                   and re-filing (if any) of the Deed of Charge
                                   in respect of the Trust as is necessary to
                                   maintain the Security Interest created by
                                   such Deed of Charge, and reciting the details
                                   of such action or stating that no such
                                   action, is necessary to maintain such
                                   Security Interest;

                       (k)   (CHANGE OF TRUST MANAGER) will, in the case of the
                             Trustee only, promptly notify the Note Trustee of
                             any retirement or replacement of the Trust Manager
                             pursuant to clause 23 of the Master Trust Deed and
                             of the appointment of a replacement Trust Manager;

                       (l)   (CLASS A NOTES HELD BY TRUSTEE ETC) will, in
                             the case of the Trustee only, send to the Note
                             Trustee as soon as practicable after being so
                             requested by the Note Trustee a certificate of
                             the Trustee signed by an Authorised Officer of
                             the Trustee stating the number of Class A Notes
                             held or issued at the date of such certificate
                             by or on behalf of the Trustee;

                       (m)   (BOOKS OF ACCOUNT) will, in the case of the
                             Trustee only, keep proper books of account and,
                             at any time after an Event of Default has
                             occurred or if the Note Trustee reasonably
                             believes that such an event has occurred, so
                             far as permitted by applicable law, allow the
                             Note Trustee and anyone appointed by it, access
                             to the books of account of the Trustee at all
                             times during normal business hours; and

                       (n)   (FINANCIAL STATEMENTS ETC) will, in the case of
                             the Trustee only, send to the Note Trustee at
                             the time of their issue and in the case of
                             annual financial statements in any event within
                             180 days of the end of each financial year two
                             copies in English of the Trust's accounts and
                             every notice, statement or circular issued, or
                             which legally or contractually should be
                             issued, to the members or creditors (or any
                             class of them) of the Trust in their capacity
                             as such.

COVENANTS BETWEEN TRUSTEE AND TRUST MANAGER
                 7.2   (a)   (OBLIGATIONS OF TRUST MANAGER):  Without
                             limiting any other obligations of the Trust
                             Manager pursuant to any Transaction Document,
                             the Trust Manager covenants in favour of the
                             Trustee to prepare and submit to the Trustee
                             all documents required to be filed with or
                             submitted to the SEC or the London Stock
                             Exchange by the Trustee in relation to the
                             Class A Notes, the Trust or this deed at least,
                             where possible, 5 Business Days before such
                             filing or submission is required and to take
                             such other actions as may reasonably be taken
                             by the Trust Manager to perform or ensure the
                             performance by the Trustee of its obligations
                             under the TIA, the Exchange Act or the listing
                             rules of the United Kingdom Listing


<PAGE>

                                                                              13
--------------------------------------------------------------------------------
                             Authority in relation to the Class A Notes, the
                             Trust or this deed. No breach by the Trustee of any
                             obligation under the TIA, the Exchange Act, the
                             listing rules of the United Kingdom Listing
                             Authority or this deed will be considered to be
                             fraud, gross negligence or wilful default for the
                             purposes of clause 23.3 to the extent that it
                             results from a breach by the Trust Manager of this
                             clause 7.2(a).

                       (b)   (OBLIGATION OF TRUSTEE):  Subject to compliance
                             by the Trust Manager with clause 7.2(a), the
                             Trustee covenants in favour of the Trust
                             Manager to sign all documents and do all things
                             reasonably requested by the Trust Manager in
                             relation to the compliance by the Trustee or
                             the Trust Manager of its obligations under the
                             TIA, the Exchange Act or the listing rules of
                             the United Kingdom Listing Authority in
                             relation to the Class A Notes, the Trust or
                             this deed.


8      ENFORCEMENT
--------------------------------------------------------------------------------
ACTIONS FOLLOWING EVENT OF DEFAULT
                 8.1   If an Event of Default has occurred in respect of the
                       Trust, the Note Trustee must:

                       (a)   (NOTIFY CLASS A NOTE HOLDERS): notify each
                             Class A Note Holder and such other persons as
                             are specified in section 313(c) of the TIA of
                             the Event of Default in respect of the Trust,
                             as the case may be, within 90 days, or such
                             shorter period as may be required by the rules
                             of any stock exchange on which the Class A
                             Notes are listed, after the occurrence of the
                             Event of Default in respect of the Trust
                             provided that, except in the case of a default
                             in payment of principal or interest on any
                             Class A Note, the Note Trustee may withhold
                             such notice if and so long as the board of
                             directors, the executive committee or a trust
                             committee of its directors and/or Authorised
                             Officers in good faith determine that
                             withholding the notice is in the interest of
                             Class A Note Holders;

                       (b)   (DETERMINE WHETHER TO SEEK DIRECTIONS): if a
                             meeting of Voting Secured Creditors is to be
                             held under the Global Master Security Trust
                             Deed, determine whether it proposes to seek
                             directions from Class A Note Holders as to how
                             to vote at that meeting and, if so, whether it
                             proposes to instruct the Security Trustee to
                             delay the holding of that meeting while it
                             obtains such directions from the Class A Note
                             Holders; and

                       (c)   (VOTE AT MEETING OF VOTING SECURED CREDITORS):
                             subject to clause 8.5, vote at any meeting of
                             Voting Secured Creditors held under the Global
                             Master Security Trust Deed.  Any such votes by
                             the Note Trustee must be exercised for or
                             against any proposal at the meeting of Voting
                             Secured Creditors in the same proportion as
                             that of the aggregate Invested Amounts of the
                             Class A Notes held by Class A Note Holders who
                             have directed the Note Trustee to vote for or
                             against such a proposal.


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                                                                              14
--------------------------------------------------------------------------------
                 8.2   In addition to the above provisions of this clause 8, and
                       for avoidance of doubt, the Note Trustee also has the
                       power, subject to clause 23 and to the Global Master
                       Security Trust Deed:

                       (a)   (ENFORCE FOLLOWING DEFAULT) in the event of a
                             default in repayment of the principal or
                             payment of interest by the Trustee 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
                             judgment, in its own name and as the Note
                             Trustee, against the Trustee upon the Class A
                             Notes for the whole amount of such principal
                             and interest remaining unpaid;

                       (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 Note Holders
                             allowed in any judicial proceedings in relation
                             to the Trustee upon the Class A Notes, the
                             Secured Creditors in relation to the Trust or
                             the Assets of the Trust;

                       (c)   (COLLECT MONEYS) to collect and receive any moneys
                             or other property payable or deliverable on any of
                             those claims and to distribute those moneys; and

                       (d)   (ENFORCE RIGHTS) if an Event of Default occurs
                             in respect of the Trust and is subsisting, to
                             proceed to protect and enforce its rights and
                             the rights of the Class A Note Holders 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,

                       but nothing in this clause 8.2 is to be construed as
                       requiring the Note Trustee to take any such action unless
                       it has been directed to do so by the Class A Note Holders
                       and has been indemnified or put in funds to its
                       satisfaction by the Class A Note Holders against any
                       liability that it may incur as a result of taking such
                       action.

EVIDENCE OF DEFAULT
                 8.3   If the Security Trustee or the Note Trustee takes any
                       action against the Trustee to enforce any of the
                       provisions of any Class A Notes or this deed, proof that:

                       (a)   as regards any Class A Note, the Trustee 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 Trustee has
                             not paid that principal or interest on all other
                             Class A Notes in respect of which the relevant
                             payment is then due; and

                       (b)   as regards any Interest Amount, the Trustee has not
                             paid any interest due in respect of that Interest
                             Amount shall (unless the contrary is proved) be
                             sufficient evidence that the Trustee has


<PAGE>

                                                                              15
--------------------------------------------------------------------------------
                             not paid that interest on all other Interest
                             Amounts in respect of which the relevant payment is
                             then due.

OVERDUE INTEREST
                 8.4   The rates of interest payable in respect of any Class A
                       Note which has become due and repayable in full and which
                       has not been repaid shall be calculated at three-monthly
                       intervals, commencing on the expiry of the Interest
                       Period during which the Class A Note became due and
                       repayable in accordance with the provisions of Condition
                       6.4 of the Class A Note Conditions, except that no
                       notices need be given to Class A Note Holders in relation
                       to that interest.

RESTRICTIONS ON ENFORCEMENT
                 8.5   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 Global Master Security
                       Trust Deed to, or otherwise direct the Security Trustee
                       to, dispose of the Secured Property in respect of the
                       Trust or consent to the Security Trustee so disposing
                       unless either:

                       (a)   a sufficient amount would be realised to discharge
                             in full all amounts owing to the Class A Note
                             Holders and any other amounts payable by the
                             Trustee in respect of the Trust ranking in priority
                             to or PARI PASSU with the Class A Notes; or

                       (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 Trustee
                             (or the Security Trustee under the Global
                             Master Security Trust Deed) will not (or that
                             there is a significant risk that it will not)
                             be sufficient, having regard to any other
                             relevant actual, contingent or prospective
                             liabilities of the Trustee, to discharge in
                             full in due course all the amounts referred to
                             in paragraph (a).

LIABILITY FOR ENFORCEMENT
                 8.6   Subject to clauses 12, 15.3, 15.5 and the mandatory
                       provisions of the TIA, the Note Trustee will not be
                       liable for any decline in the value, nor any loss
                       realised upon any sale or other dispositions made under
                       the Global Master Security Trust Deed and the Deed of
                       Charge in respect of the Trust, of any Secured Property
                       in respect of the Trust or any other property which is
                       charged to the Security Trustee by any other person in
                       respect of or relating to the obligations of the Trustee
                       or any third party in respect of the Trustee or the Class
                       A Notes or relating in any way to the Secured Property
                       except where caused by its fraud, gross negligence or
                       wilful default. Without limitation, the Note Trustee
                       shall not be liable for any such decline or loss directly
                       or indirectly arising from its acting, or failing to act,
                       as a consequence of an opinion reached by it in good
                       faith based on advice received by it in accordance with
                       clause 8.5.

                 8.7   The Note Trustee will not be liable for any loss, expense
                       or liability which may be suffered as a result of any
                       assets secured by the Global Master Security Trust Deed
                       and the Deed of Charge in respect of the


<PAGE>

                                                                              16
--------------------------------------------------------------------------------
                       Trust, the Secured Property or any deeds or documents of
                       title thereto being uninsured or inadequately insured or
                       by clearing organisations or their operator or by any
                       person on behalf of the Security Trustee or the Note
                       Trustee, except where caused by its fraud, gross
                       negligence or wilful default.

                 8.8   In giving any direction to the Security Trustee under
                       this deed or the Global Master 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 so to
                       comply.


9      PROCEEDINGS
--------------------------------------------------------------------------------
ACTING ONLY ON DIRECTION
                 9.1   (a)   Subject to paragraph (b), the Note Trustee may
                             but shall not be bound to vote under the Global
                             Master Security Trust Deed and the Deed of
                             Charge in respect of the Trust, or otherwise
                             direct the Security Trustee under the Global
                             Master Security Trust Deed and the Deed of
                             Charge in respect of the Trust, or take any
                             proceedings, actions or steps under, or any
                             other proceedings pursuant to or in connection
                             with, the Global Master Security Trust Deed and
                             the Deed of Charge in respect of the Trust,
                             this deed or any Class A Notes unless directed
                             or requested to do so by an Extraordinary
                             Resolution of the Class A Note Holders 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)   So long as any of the Class A Notes remain
                             outstanding, the Note Trustee shall not, and shall
                             not be bound to, act at the request or direction of
                             any Class A Note Holders other than the Class A
                             Note Holders under paragraph (a) unless:

                             (i)   so to do would not, in its opinion be
                                   materially prejudicial to the interests
                                   of the Class A Note Holders; or

                             (ii)  the relevant action is sanctioned by an
                                   Extraordinary Resolution of the Class A Note
                                   Holders.

                       (c)   If the Note Trustee is entitled to vote at any
                             meeting of the Voting Secured Creditors on
                             behalf of the Class A Note Holders, the Note
                             Trustee must vote in accordance with the
                             directions of the Class A Note Holders and
                             otherwise in its absolute discretion.  In
                             acting in accordance with the directions of the
                             Class A Note Holders, the Note Trustee must
                             exercise its votes for or against any proposal
                             to be put to a meeting in the same proportion
                             as that of the aggregate Invested Amounts of
                             the Class A Note Holders who have directed the
                             Note Trustee to vote for or against that
                             proposal.


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                                                                              17
--------------------------------------------------------------------------------
SECURITY TRUSTEE ACTING
                 9.2   Only the Security Trustee may enforce the provisions of
                       the Global Master Security Trust Deed and the Deed of
                       Charge in respect of the Trust and neither the Note
                       Trustee nor any Class A Note Holder is entitled to
                       proceed directly against the Trustee to enforce the
                       performance of any of the provisions of the Deed of
                       Charge, the Global Master Security Trust Deed or the
                       Class A Notes (including the Class A Note Conditions)
                       except that if the Security Trustee, having become bound
                       to take steps and/or to proceed under the Global Master
                       Security Trust Deed and the Deed of Charge in respect of
                       the Trust, fails to do so within 7 Business Days and such
                       failure is continuing, the Note Trustee failing which the
                       Class A Note Holders may proceed directly against the
                       Trustee but then only if and to the extent the Note
                       Trustee, failing which the Class A Note Holders, are able
                       to do so under Australian law.

NOTE TRUSTEE ALONE ENTITLED TO ACT
                 9.3   Only the Note Trustee may:

                       (a)   direct the Security Trustee to enforce the
                             provisions of the Global Master Security Trust Deed
                             and the Deed of Charge in respect of the Trust or
                             otherwise; or

                       (b)   enforce the provisions of this deed or the
                             Class A Notes (including the Class A Note
                             Conditions),

                       and no Class A Note Holder is entitled to take any of the
                       above actions or to proceed directly against the Note
                       Trustee to enforce the performance of any of the
                       provisions of this deed or the Class A Notes (including
                       the Class A Note Conditions) except that if the Note
                       Trustee, having become bound to take steps and/or proceed
                       under clause 8, this clause 9 and/or the Global Master
                       Security Trust Deed and the Deed of Charge in respect of
                       the Trust, fails to do so within a reasonable time and
                       such failure is continuing, the Class A Note Holders may
                       take such steps and/or proceedings directly but then only
                       if and to the extent the Class A Note Holders are able to
                       do so under Australian law.


10     REMUNERATION AND INDEMNIFICATION OF THE NOTE TRUSTEE
--------------------------------------------------------------------------------
NORMAL REMUNERATION
                 10.1  So long as any Class A Note is outstanding, the Note
                       Trustee will receive a fee as remuneration for:

                       (a)   its services as note trustee; and

                       (b)   the services of each Agent (as defined in the
                             Agency Agreement),

                       in an amount equal to such sum on such dates in each case
                       as may be agreed from time to time with the Trust
                       Manager. Such remuneration shall accrue from day to day
                       from the date of this deed until the Trust is terminated,
                       and is to be paid from the Assets of the Trust in



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                                                                              18
--------------------------------------------------------------------------------
                       accordance with and limited to the order of payment set
                       out in clauses 15.8 and 15.18 of the Supplemental Deed.

EXTRA REMUNERATION
                 10.2  At any time after the Trustee has failed to pay any sums
                       due under the Class A Notes, or if the Note Trustee
                       undertakes duties which it considers necessary or
                       expedient under this deed, or is requested by the Trust
                       Manager to undertake duties, and in either case which
                       they both agree to be of an exceptional nature or
                       otherwise outside the scope of the Note Trustee's normal
                       duties under this deed, the Note Trustee shall receive
                       such additional remuneration as they may agree or,
                       failing agreement as to any of the matters in this clause
                       (or as to such sums referred to in clause 10.1), as
                       determined by a merchant or investment bank (acting as an
                       expert and not as arbitrator) selected by the Note
                       Trustee and approved by the Trust Manager or, failing
                       such approval, nominated by the President for the time
                       being of the New South Wales Law Society. The expenses
                       involved in such nomination and such merchant bank's fee
                       shall be paid out of the Assets of the Trust. The
                       determination of such merchant or investment bank shall
                       be conclusive and binding on the Trust Manager, the
                       Trustee, the Note Trustee and the Class A Note Holders.

EXPENSES
                 10.3  The Note Trustee shall also, on each Payment Date, be
                       indemnified for all costs, charges, liabilities and
                       expenses properly incurred by the Note Trustee (except
                       for any overhead or general operating expenses incurred
                       by the Note Trustee) in the preparation and execution of
                       this deed and the performance of its functions under this
                       deed including, but not limited to, legal expenses in
                       connection with any legal proceedings properly brought by
                       the Note Trustee against the Trustee to enforce any
                       provision of this deed, the Class A Notes, and any stamp,
                       documentary, registration or other taxes or duties
                       including any GST paid by the Note Trustee in connection
                       with those documents and its supply of services.

INDEMNITY
                 10.4  Subject to clause 23, the Note Trustee shall be
                       indemnified in respect of all liabilities and expenses
                       properly incurred by it or by anyone appointed by it or
                       to whom any of its functions may be delegated by it in
                       the carrying out of its functions and against any loss,
                       liability, cost, claim, action, demand or expense
                       (including, but not limited to, all proper costs, charges
                       and expenses paid or incurred in disputing or defending
                       any of the foregoing) which any of them may incur or
                       which may be made against any of them arising out of or
                       in relation to or in connection with, its appointment or
                       the exercise of its functions.

CONTINUING EFFECT
                 10.5  Clauses 10.3 and 10.4 will continue in full force and
                       effect as regards the Note Trustee even if it no longer
                       is Note Trustee.

                 10.6  Amounts paid to the Note Trustee under this clause 10
                       will be paid in accordance with and are limited to the
                       order of payment set out in clauses 15.8 and 15.18 of the
                       Supplemental Deed.


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                                                                              19
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11     SUPPLEMENTAL PROVISIONS
--------------------------------------------------------------------------------
LIABILITY TO ACCOUNT
                 11.1  The Note Trustee is under no obligation to account to any
                       Interested Person for any moneys received pursuant to
                       this deed or any other Transaction Document other than
                       those received by the Note Trustee from the Trustee 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 Trustee
                       to any Interested Person or any other 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.

CLASS A NOTES
                 11.2  The Note Trustee is not responsible for the receipt or
                       application of the proceeds of issue of any of the Class
                       A Notes or (except when acting as Class A Note Registrar
                       and to the extent specifically provided in this deed or
                       the Agency Agreement) for the exchange, transfer or
                       cancellation of any Note.

ADVICE
                 11.3  The Note Trustee may act on the opinion or advice of, or
                       information obtained from, any expert (including any
                       lawyer, valuer, accountant, banker, broker, credit-rating
                       agency or lead manager) and shall not be responsible to
                       anyone for any loss occasioned by so acting to the extent
                       it conforms with any applicable requirements of this deed
                       or the TIA. Any such opinion, advice or information may
                       be sent or obtained by letter, telex, telegraph, cable or
                       fax and the Note Trustee shall not be liable to anyone
                       for acting in good faith on any opinion, advice or
                       information purporting to be conveyed by such means even
                       if it contains some error or is not authentic.

NOTE TRUSTEE TO ASSUME PERFORMANCE
                 11.4  The Note Trustee need not notify anyone of the execution
                       of this deed or any other Transaction Document or any
                       transaction contemplated by them or do anything to find
                       out if an Event of Default has occurred in respect of the
                       Trust. Until it has actual knowledge or express notice to
                       the contrary, the Note Trustee may assume that no such
                       event has occurred and that the Trustee and each other
                       party to the Transaction Documents (other than itself) is
                       performing all its obligations under this deed and the
                       Class A Notes.

RESOLUTIONS OF CLASS A NOTE HOLDERS
                 11.5  The Note Trustee shall not be responsible for having
                       acted in good faith on a resolution purporting to have
                       been passed at a meeting of Class A Note Holders in
                       respect of which minutes have been made and signed even
                       if it is later found that there was a defect in the
                       constitution of the meeting or the passing of the
                       resolution or that the resolution was not valid or
                       binding on the Class A Note Holders.

RELIANCE
                 11.6  Subject to clause 15.2(b), the Note Trustee is, for any
                       purpose and at any time, entitled to rely on, act upon,
                       accept and regard as conclusive


<PAGE>

                                                                              20
--------------------------------------------------------------------------------
                       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:

                       (a)   any information, report, balance sheet, profit and
                             loss account, certificate or statement supplied by
                             the Trustee, the Security Trustee, or the Trust
                             Manager or by an officer, auditor or solicitor of
                             the Trustee, the Security Trustee, or the Trust
                             Manager;

                       (b)   any information or statement provided to it in
                             relation to the Class A Notes, the Class A Note
                             Holders or the Class A Note Owners by the
                             Depository or its nominee;

                       (c)   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, opinion or statement
                             given pursuant to or in relation to this deed,
                             the Global Master Security Trust Deed, the Deed
                             of Charge in respect of the Trust, the Master
                             Trust Deed or the Supplemental Deed in respect
                             of the Trust provided the Note Trustee shall
                             examine, where applicable, the evidence
                             furnished to it pursuant to any provision of
                             this deed to determine whether or not such
                             evidence conforms to the requirements of this
                             deed;

                       (d)   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

                       (e)   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 (a) to (e) is
                       incorrect or incomplete.

CERTIFICATE SIGNED BY AUTHORISED OFFICER
                 11.7  If the Note Trustee, in the exercise of its functions,
                       requires to be satisfied or to have information as to any
                       fact or the expediency of any act, it may call for and
                       accept as sufficient evidence of that fact or the
                       expediency of that act a certificate signed by an
                       Authorised Officer of the Trustee or the Trust Manager as
                       to that fact or to the effect that, in their opinion,
                       that act is expedient and the Note Trustee need not call
                       for further evidence and shall not be responsible for any
                       loss occasioned by acting on such a certificate. Nothing
                       in this clause 11.7 is to be construed as either limiting
                       the Note Trustee's right to call for such evidence, in
                       its discretion, and to exercise its powers under this
                       deed so to do or permitting the Note Trustee to rely on
                       evidence of compliance with conditions precedent where
                       such reliance is not permitted by section 314 of the TIA.


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                                                                              21
--------------------------------------------------------------------------------
SIGNATURES
                 11.8  The Note Trustee may rely in good faith on the validity
                       of any signature on any Note, transfer, form or
                       application or other instrument or document unless the
                       Note Trustee has reason to believe that the signature is
                       not genuine. 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
                       whose signature it purports to be or on whose behalf it
                       purports to be made.

DEPOSIT OF DOCUMENTS
                 11.9  The Note Trustee may deposit this deed and any other
                       documents with any bank or entity whose business includes
                       the safe custody of documents or with any lawyer or firm
                       of lawyers believed by it to be of good repute and may
                       pay all sums due in respect thereof.

DISCRETION
                 11.10 The Note Trustee shall have absolute and uncontrolled
                       discretion as to the exercise of its functions and shall
                       not be responsible for any loss, liability, cost, claim,
                       action, demand, expense or inconvenience which may result
                       from their exercise or non-exercise except where it
                       arises from the Note Trustee's fraud, gross negligence or
                       wilful default.

AGENTS
                 11.11 Whenever it considers it expedient in the interests of
                       the Class A Note Holders, the Note Trustee may, in the
                       conduct of its trust business, instead of acting
                       personally, employ and pay an agent selected by it,
                       whether or not 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 by the Note Trustee (including
                       the receipt and payment of money). The Note Trustee
                       remains liable for the acts or omissions of an agent
                       except where the Note Trustee has acted in good faith and
                       without negligence or breach of trust in relation to the
                       appointment of the agent. The Note Trustee is not bound
                       to supervise the proceedings or acts of any such agent.

DELEGATION
                 11.12 Whenever it considers it expedient in the interests of
                       the Class A Note Holders, the Note Trustee may delegate
                       to any person on any terms (including power to
                       sub-delegate) all or any of its functions. The Note
                       Trustee remains liable for the acts or omissions of a
                       delegate except where the Note Trustee has acted in good
                       faith and without negligence or breach of trust in
                       relation to the appointment of the delegate. The Note
                       Trustee shall not have any obligation to supervise such
                       delegate or be responsible for any loss, liability, cost,
                       claim, action, demand or expense incurred by reason of
                       any misconduct or default by any such delegate or
                       sub-delegate.

APPLICATION TO COURT
                 11.13 The Note Trustee may, whenever it thinks it expedient in
                       the interests of the Class A Note Holders, apply to any
                       court for directions in relation to any question of law
                       or fact arising either before or after an Event of
                       Default in respect of the Trust and assent to or approve
                       any applications of any Class A Note Holder, the Trustee
                       or the Trust Manager.


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                                                                              22
--------------------------------------------------------------------------------
INTERESTS OF CLASS A NOTE HOLDERS
                 11.14 In connection with the exercise by it of any of its
                       trusts, powers, authorities and discretions under this
                       deed or any other Transaction Document (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 Note Holders, have regard to the general
                       interests of the Class A Note Holders. The Note Trustee
                       will not incur any liability to any Class A Note Holder
                       as a result of the Note Trustee giving effect to this
                       clause.

ASSUMPTION AS TO PREJUDICE
                 11.15 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 in respect of
                       the Trust, that such exercise will not be materially
                       prejudicial to the interest of the Class A Note Holders
                       if each Designated Rating Agency 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).

RATINGS
                 11.16 Except as otherwise provided in this deed or any other
                       Transaction Document in respect of the Trust, the Note
                       Trustee has no responsibility for the maintenance of any
                       rating of the Class A Notes by any Designated Rating
                       Agency or any other person.

VALIDITY OF TRANSACTION DOCUMENTS
                 11.17 The Note Trustee is not responsible for the execution,
                       delivery, legality, effectiveness, adequacy, genuineness,
                       validity, performance, enforceability, admissibility in
                       evidence, form or content of this deed or any other
                       Transaction Document in respect of the Trust (other than
                       the execution and delivery by it of this deed and each
                       other Transaction Document in respect of the Trust to
                       which it is expressed to be a party and the performance
                       of those obligations expressed to be binding on it under
                       this deed and such Transaction Documents) 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 in respect
                       of the Trust except 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 in respect
                       of the Trust (and is entitled to assume the accuracy and
                       correctness thereof).

DEFECT IN SECURITY
                 11.18 The Note Trustee is not bound or concerned to examine or
                       enquire into nor is it liable for any defect in or
                       failure to perfect any Security Interest created or
                       purported to be created by the Global Master Security
                       Trust Deed or the Deed of Charge in respect of the Trust
                       and the Note Trustee may accept without enquiry,
                       requisition or objection such title as the Security
                       Trustee may have to the Secured Property in


<PAGE>

                                                                              23
--------------------------------------------------------------------------------
                       respect of the Trust or any part thereof from time to
                       time and shall not be bound to investigate or make any
                       enquiry into the title of the Security Trustee or the
                       Secured Property in respect of the Trust or any part
                       thereof from time to time.

CLASS A NOTE HOLDERS RESPONSIBLE
                 11.19 Each Class A Note Holder is solely responsible for making
                       its own independent appraisal of and investigation into
                       the financial condition, creditworthiness, condition,
                       affairs, status and, nature of the Trustee and the Trust
                       and the Note Trustee does not at any time have any
                       responsibility for the same and no Class A Note Holder
                       may rely on the Note Trustee in respect of such appraisal
                       and investigation.

LIMIT ON OBLIGATION
                 11.20 No provision of this deed or any other Transaction
                       Document requires the Note Trustee to do anything which
                       may be contrary to any applicable law or regulation or to
                       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 shall have reasonable grounds for believing
                       that repayment of such funds or full indemnity 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.

NO LIABILITY FOR BREACH
                 11.21 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 Trustee of its duties as trustee of the
                       Trust of which the Note Trustee is not aware or in
                       respect of any Event of Default in respect of the Trust
                       of which the Note Trustee is not aware.

DISPUTE OR AMBIGUITY
                 11.22 In the event of any dispute or ambiguity as to the
                       construction or enforceability of this deed or any other
                       Transaction Document in respect of the Trust, 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
                       Note Holders, 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.

LOSS TO CHARGED PROPERTY
                 11.23 The Note Trustee shall not be responsible for any loss,
                       expense or liability occasioned to the Secured Property
                       in respect of the Trust or any other property or in
                       respect of all or any of the moneys which may stand to
                       the credit of the Collections Account from time to time
                       however caused (including, without limitation, where
                       caused by an act or omission of the Security Trustee)
                       unless that loss is occasioned by the fraud, gross
                       negligence or wilful default of the Note Trustee.


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                                                                              24
--------------------------------------------------------------------------------
FORGED CLASS A NOTES
                 11.24 The Note Trustee shall not be liable to the Trustee or
                       any Class A Note Holder by reason of having accepted as
                       valid or not having rejected any Note purporting to be
                       such and later found to be forged or not authentic.

CONFIDENTIALITY
                 11.25 Unless ordered to do so by a court of competent
                       jurisdiction, the Note Trustee shall not be required to
                       disclose to any Class A Note Holder or Unitholder any
                       confidential financial or other information made
                       available to the Note Trustee by the Trustee.

DISCLOSURE
                 11.26 Subject to this deed, any applicable laws and any duty of
                       confidentiality owed by any Interested Person to any
                       other person, the Note Trustee may, for the purpose of
                       meeting its obligations under this deed, disclose to any
                       Class A Note Holder any confidential, financial or other
                       information made available to the Note Trustee by an
                       Interested Person or any other person in connection with
                       this deed.

DETERMINATIONS CONCLUSIVE
                 11.27 As between itself and the Class A Note Holders, the Note
                       Trustee may determine all questions and doubts arising in
                       relation to any of the provisions of this deed or the
                       Class A Note Conditions. Such determinations, whether
                       made upon such a question actually raised or implied in
                       the acts or proceedings of the Note Trustee, shall be
                       conclusive and shall bind the Note Trustee and the Class
                       A Note Holders.

CURRENCY CONVERSION
                 11.28 Subject to the Class A Note Conditions, the Global Master
                       Security Trust Deed, and the Deed of Charge in respect of
                       the Trust, where it is necessary or desirable to convert
                       any sum from one currency to another, it shall (unless
                       otherwise provided hereby or required by law) be
                       converted at such rate or rates, in accordance with such
                       method and as at such date as may reasonably be specified
                       by the Note Trustee but having regard to current rates of
                       exchange, if available. Any rate, method and date so
                       specified shall be binding on the Trustee, Trust Manager
                       and the Class A Note Holders.

CLASS A NOTES HELD BY THE TRUSTEE ETC
                 11.29 In the absence of actual knowledge or express notice to
                       the contrary, the Note Trustee may assume without enquiry
                       that no Class A Notes are for the time being held by or
                       on behalf of the Trustee.

LEGAL OPINIONS
                 11.30 Subject to the requirements of the TIA imposed on the
                       Note Trustee in relation to opinions, the Note Trustee
                       shall not be responsible to any person for failing to
                       request, require or receive any legal opinion relating to
                       any Class A Notes or for checking or commenting upon the
                       content of any such legal opinion.


<PAGE>

                                                                              25
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NO LIABILITY FOR TAX ON PAYMENTS
                 11.31 The Note Trustee has no responsibility whatsoever to any
                       Class A Note Holder or any other person in relation to
                       any deficiency in a payment by the Note Trustee to any
                       Class A Note Holders if that deficiency arises as a
                       result of the Note Trustee or the Trustee being subject
                       to any Tax in respect of that payment, the Secured
                       Property in respect of the Trust, the Global Master
                       Security Trust Deed, this deed or any income or proceeds
                       from them.

POWERS ADDITIONAL
                 11.32 The powers conferred upon the Note Trustee by this deed
                       are in addition to its powers under general law.


12     NOTE TRUSTEE LIABLE FOR NEGLIGENCE
--------------------------------------------------------------------------------
                       If the Note Trustee fails to show the degree of care and
                       diligence required of it as trustee having regard to the
                       provisions of this deed and the mandatory provisions of
                       the TIA conferring on it any trusts, powers, authorities
                       or discretions, nothing in this deed shall relieve or
                       indemnify it from or against any liability which would
                       otherwise attach to it in respect of any fraud, gross
                       negligence or wilful default of which it may be guilty.


13     WAIVER
--------------------------------------------------------------------------------
WAIVER
                       The Note Trustee may, without the consent of the Class A
                       Note Holders and without prejudice to its rights in
                       respect of any subsequent breach, from time to time and
                       at any time, if in its opinion the interests of the Class
                       A Note Holders will not be materially prejudiced thereby,
                       waive or authorise, on such terms as seem expedient to
                       it, any breach or proposed breach by the Trustee of this
                       deed or the Class A Note Conditions provided that the
                       Note Trustee shall not do so in contravention of an
                       express direction given by an Extraordinary Resolution of
                       the Class A Note Holders or a request made pursuant to
                       Condition 10.1. No such direction or request will affect
                       a previous waiver, authorisation or determination. Any
                       such waiver, authorisation or determination shall be
                       binding on the Class A Note Holders and, if the Note
                       Trustee so requires, will be notified to the Class A Note
                       Holders as soon as practicable.

14     NOTE TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS
------------------------------------------------------------------------------
                       The Note Trustee and any other person (including any
                       director or officer of the Note Trustee), whether or not
                       acting for itself, may acquire, hold or dispose of any
                       Class A Note or other security (or any interest therein)
                       of the Trustee or any other person, may enter into or be
                       interested in any contract or transaction with the
                       Trustee or any other party to a Transaction Document in
                       respect of the Trust and may act on, or as depository or
                       agent for, any committee or body of holders of any
                       securities of any such person in each case with the same
                       rights


<PAGE>

                                                                              26
--------------------------------------------------------------------------------
                       as it would have had if the Note Trustee were not acting
                       as Note Trustee and need not account for any profit or
                       commission received in connection with such arrangements.
                       This clause 14 only applies if the Note Trustee is
                       subject to section 311(a) of the TIA.


15     DUTIES OF NOTE TRUSTEE
--------------------------------------------------------------------------------
NOTE TRUSTEE'S GENERAL DUTIES
                 15.1  The Note Trustee must comply with the duties imposed on
                       it by this deed, the Class A Notes (including the Class A
                       Note Conditions) and each other Transaction Document in
                       respect of the Trust to which it is a party and must in
                       the exercise of all discretions vested in it by this deed
                       and all other Transaction Documents in respect of the
                       Trust except where expressly provided otherwise, have
                       regard to the interest of the Class A Note Holders.

DUTIES PRIOR TO AN EVENT OF DEFAULT
                 15.2  Prior to an Event of Default in respect of the Trust:

                       (a)   the Note Trustee shall not be liable except for
                             the performance of such duties as are
                             specifically set out in this deed, the Class A
                             Notes (including the Class A Note Conditions)
                             or any other Transaction Document in respect of
                             the Trust to which it is a party and no implied
                             covenants or obligations on the part of the
                             Note Trustee are to be read into this deed
                             (subject to the mandatory requirements of the
                             TIA); and

                       (b)   (subject to the mandatory requirements of the
                             TIA) the Note Trustee may conclusively rely, as
                             to the truth of the statements and the
                             correctness of the opinions expressed therein,
                             in the absence of bad faith on the part of the
                             Note Trustee, upon certificates or opinions
                             furnished to the Note Trustee and conforming to
                             the requirements of this deed provided that the
                             Note Trustee shall examine, where applicable,
                             the evidence furnished to it pursuant to any
                             provision of this deed to determine whether or
                             not such evidence conforms to the requirements
                             of this deed.

DUTIES FOLLOWING AN EVENT OF DEFAULT
                 15.3  If an Event of Default has occurred in respect of the
                       Trust and is subsisting, 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 would exercise or use under the
                       circumstances in the conduct of such person's own
                       affairs.

CERTAIN LIMITATIONS OF LIABILITY WHERE ACTING IN GOOD FAITH
                 15.4  The Note Trustee shall not be liable under this deed or
                       any Transaction Document in respect of the Trust for any
                       error of judgment made in good faith by an Authorised
                       Officer of the Note Trustee unless it is proved that the
                       Note Trustee was negligent in ascertaining the pertinent
                       facts.


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                                                                              27
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NOTE TRUSTEE NOT RELIEVED OF LIABILITY FOR NEGLIGENCE
                 15.5  Subject to clauses 15.2 and 15.4, nothing in this deed
                       will relieve the Note Trustee from liability for its own
                       fraud, its own grossly negligent action, its own grossly
                       negligent failure to act or its own wilful default.
                       Section 315(d)(3) of the TIA is expressly excluded by
                       this deed.

PREFERRED COLLECTION OF CLAIMS AGAINST TRUSTEE
                 15.6  The Note Trustee must comply with section 311(a) of the
                       TIA and the rules thereunder other than with respect to
                       any creditor relationship excluded from the operation of
                       section 311(a) by section 311(b) of the TIA. Following
                       its retirement or removal pursuant to clause 18, the Note
                       Trustee will remain subject to section 311(a) of the TIA
                       to the extent required by the TIA.

COMPLIANCE WITH SECTION 310 OF THE TIA
                 15.7  (SECTION 310(A) OF TIA): The Note Trustee must ensure
                       that it at all times satisfies the requirements of
                       section 310(a) of the TIA.

                 15.8  (CAPITAL): Without limiting the foregoing, the Note
                       Trustee must ensure that it at all times has 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.

                 15.9  (SECTION 310(B) OF TIA): The Note Trustee must at all
                       times comply with section 310(b) of the TIA, provided
                       that any indenture or indentures under which other
                       securities of the Trustee are outstanding will be
                       excluded from the operation of section 310(b)(1) of the
                       TIA if the requirements for such exclusion set out in
                       section 310(b)(1) of the TIA are met.

TRANSACTION DOCUMENTS
                 15.10 The Note Trustee must make available at the Note
                       Trustee's registered office for inspection by Class A
                       Note Holders a copy of each Transaction Document in
                       accordance with Condition 11 (provided that the Note
                       Trustee will not be in default of its obligations
                       pursuant to this clause 15.10 in respect of any
                       Transaction Document, other than a Transaction Document
                       to which the Note Trustee in respect of the Trust is a
                       party, a copy of which has not been provided to the Note
                       Trustee).


16     AMENDMENT
--------------------------------------------------------------------------------
AMENDMENT BY NOTE TRUSTEE
                 16.1  Subject to this clause 16 and to any approval required by
                       law, the Note Trustee, the Trust Manager and the Trustee
                       may together agree, without the consent of any Class A
                       Note Holders, by way of supplemental deed to alter, add
                       to or modify any provision of this deed or the Class A
                       Notes (including the Class A Note Conditions) so long as
                       such alteration, addition or modification is not a
                       Payment Modification and such alteration, addition or
                       revocation in the opinion of the Note Trustee:


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                                                                              28
--------------------------------------------------------------------------------
                       (a)   (NECESSARY OR EXPEDIENT) is necessary or
                             expedient to comply with the provisions of any
                             statute or with the requirements of any
                             Governmental Agency;

                       (b)   (MANIFEST ERROR) is made to correct a manifest
                             error or ambiguity, or is to correct inconsistency
                             between the provisions of any Transaction Document
                             and the description of the provisions thereof in
                             the related prospectus, or is of a formal,
                             technical or administrative nature only;

                       (c)   (AMENDMENT TO LAW) is appropriate or expedient
                             as a consequence of an amendment to any statute
                             or altered requirements of any Governmental
                             Agency or any decision of any court (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 an
                             amendment to any statute or ruling by the
                             Federal Commissioner of Taxation or Deputy
                             Commissioner of Taxation or any governmental
                             announcement or statement or any decision of
                             any court, in any case which has or may have
                             the effect of altering the manner or basis of
                             taxation of trusts generally or of trusts
                             similar to the Trust or the Note Trust); or

                       (d)   (OTHERWISE DESIRABLE) in the opinion of the Note
                             Trustee and the Trustee is otherwise desirable for
                             any reason and:

                             (i)   is not in the opinion of the Note Trustee
                                   likely, upon coming into effect, to be
                                   materially prejudicial to the interests of
                                   Class A Note Holders; or

                             (ii)  if it is in the opinion of the Note Trustee
                                   likely, upon coming into effect, to be
                                   materially prejudicial to the interests of
                                   Class A Note Holders, the consent of an
                                   Extraordinary Resolution of the Class A Note
                                   Holders to the alteration, addition or
                                   resolution has been obtained. For the purpose
                                   of determining whether there has been an
                                   Extraordinary Resolution of the Class A Note
                                   Holders consenting to an alteration, addition
                                   or revocation, Class A Notes which are
                                   beneficially owned by the Trustee or the
                                   Trust Manager or by any person directly or
                                   indirectly controlling or controlled by or
                                   under direct or indirect common control with
                                   the Trustee or the Trust Manager, shall be
                                   disregarded,

                             provided that the Note Trustee, the Trust Manager
                             and the Trustee may not alter, add to or modify any
                             provision of this deed or the Class A Notes unless
                             the Trust Manager has notified each Designated
                             Rating Agency 5 Business Days in advance.


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                                                                              29
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AMENDMENTS REQUIRING CONSENT OF ALL CLASS A NOTE HOLDERS
                 16.2  The Note Trustee, the Trust Manager and the Trustee
                       may together agree by way of supplemental deed to make or
                       effect a Payment Modification to this deed or the Class A
                       Notes (including the Class A Note Conditions) if, and
                       only if, the consent has first been obtained of each
                       Class A Note Holder to such Payment Modification.

COMPLIANCE WITH TIA
                 16.3  Any supplemental deed altering, adding to or revoking any
                       provision of this deed or the Class A Notes (including
                       the Class A Note Conditions) referred to in this clause
                       16 must conform, to the extent applicable, with the
                       requirements of the TIA.

NO DESIGNATED RATING AGENCY DOWNGRADE
                 16.4  The Note Trustee will be entitled to assume that any
                       proposed alteration, addition or revocation, other than a
                       Payment Modification, will not be materially prejudicial
                       to the interests of Class A Note Holders if each
                       Designated Rating Agency 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 by the
                       Designated Rating Agency.

DISTRIBUTION OF AMENDMENTS
                 16.5  Unless the Note Trustee agrees otherwise, the Trust
                       Manager on behalf of the Trustee must distribute to all
                       Class A Note Holders a copy of any amendment made
                       pursuant to this clause 16 as soon as reasonably
                       practicable after the amendment has been made.

AMENDMENTS BINDING ON CLASS A NOTE HOLDERS
                 16.6  Any alteration, addition or revocation of a provision of
                       this deed or the Class A Notes made pursuant to this
                       clause 16 is binding on all Class A Note Holders.


17     REPORTS
--------------------------------------------------------------------------------
REPORTS BY NOTE TRUSTEE
                 17.1  If so required by section 313(a) of the TIA, the Note
                       Trustee shall provide to each Class A Note Holder, and
                       such other persons as the Note Trustee is required by
                       section 313(c) of the TIA to provide, at intervals of not
                       more than 12 months (commencing as from the Closing Date)
                       a brief report of the events referred to in section
                       313(a) of the TIA that have occurred within the preceding
                       12 months and shall provide such additional reports to
                       Class A Note Holders, and such other persons as the Note
                       Trustee is required by section 313(c) of the TIA to
                       provide reports to, as are required by section 313(b) of
                       the TIA at the times specified in that section. A copy of
                       each such report at the time of its provision to Class A
                       Note Holders must be copied to the Trustee and the Trust
                       Manager and must be filed by the Note Trustee with the
                       SEC and each stock exchange, if any, on which the Class A
                       Notes are listed.

REPORTS BY TRUST MANAGER
                 17.2  The Trust Manager  covenants that it will:


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                                                                              30

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                       (a)   (COPY SECURITIES EXCHANGE ACT REPORTS TO NOTE
                             TRUSTEE) file:

                             (i)   with the SEC at such times as are
                                   required under the Exchange Act; and

                             (ii)  with the Note Trustee, within 15 days
                                   after it is required to file the same
                                   with the SEC,

                             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 SEC
                             may from time to time by rules and regulations
                             prescribe), if any, which it may be required to
                             file with the SEC pursuant to section 13 or 15(d)
                             of the Exchange Act or, if it is not required to
                             file information, documents or reports pursuant to
                             either of such sections, then to file with the Note
                             Trustee and the SEC, in accordance with the rules
                             and regulations prescribed by the SEC, such of the
                             supplementary and periodic information, documents
                             and reports which may be required pursuant to
                             section 13 of the Exchange Act, in respect of a
                             security listed and registered on a national
                             securities exchange as may be prescribed in such
                             rules and regulations;

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

                       (c)   (SUMMARIES TO CLASS A NOTE HOLDERS) transmit to
                             Class A Note Holders, and such other persons as
                             are required by section 314(a)(3) of the TIA,
                             such summaries of any information, documents
                             and reports required to be filed by the Trust
                             Manager pursuant to clauses 17.2(a) and (b) as
                             may be required by rules and regulations
                             prescribed from time to time by the SEC.

RESTRICTED SECURITIES
                 17.3  The Trustee and the Trust Manager each severally
                       covenants that it will forthwith notify the Note Trustee
                       if, at any time, after the Closing Date, any Class A
                       Notes become "restricted securities" (as defined in Rule
                       144(a)(3) of the Securities Act of 1933 of the United
                       States of America) and during any period during which the
                       Trustee or the Trust Manager is neither subject to
                       Sections 13 or 15(d) of the Exchange Act nor exempt from
                       reporting pursuant to Rule 12g3-2(d) under the Exchange
                       Act, make available to each holder of those Class A Notes
                       in connection with any resale of those Class A Notes and
                       to any prospective purchaser of the Class A Notes from
                       that holder, in each case upon request, the information
                       specified in and meeting the requirements of Rule
                       144(A)(d)(4) under the Securities Act.




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                                                                              31
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18     APPOINTMENT, RETIREMENT AND REMOVAL OF THE NOTE TRUSTEE
--------------------------------------------------------------------------------
APPOINTMENT
                 18.1  The Trustee has the power to appoint new note trustees
                       but no-one may be so appointed unless previously approved
                       by an Extraordinary Resolution of the Class A Note
                       Holders. The Trustee may not appoint a new Note Trustee
                       if such appointment would result in the suspension,
                       reduction, qualification or withdrawal of a rating
                       assigned to any of the Class A Notes by any Designated
                       Rating Agency. Any appointment of a new Note Trustee
                       shall be notified by the Trustee to the Class A Note
                       Holders and each Designated Rating Agency as soon as
                       practicable. Any new Note Trustee must forthwith execute
                       a deed on substantially the same terms as this deed.

RETIREMENT OF NOTE TRUSTEE
                 18.2  The Note Trustee covenants that it will retire as Note
                       Trustee if:

                       (a)   (INSOLVENCY): an Insolvency Event occurs 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)   (CEASES TO CARRY ON BUSINESS): it ceases to
                             carry on business;

                       (c)   (CEASES TO BE AN ELIGIBLE TRUST CORPORATION):
                             it ceases to be an Eligible Trust Corporation;

                       (d)   (CLASS A NOTE HOLDERS REQUIRE RETIREMENT): it
                             is so directed by the Extraordinary Resolution
                             of the Class A Note Holders;

                       (e)   (BREACH OF DUTY): it fails to comply with any
                             of its obligations under any Transaction
                             Document with respect to the applicable Trust
                             and the Trustee and the Trust Manager
                             determines that this failure has had, or if
                             continued, will have, a Material Adverse
                             Effect, and if capable of remedy, the Note
                             Trustee does not remedy this failure within 14
                             days after the earlier of the following:

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

                             (ii)  receipt by the Note Trustee of written notice
                                   with respect to this failure from either the
                                   Trustee or the Trust Manager; and

                             (iii) the Note Trustee fails to satisfy any
                                   obligation imposed on it under the TIA with
                                   respect to a Trust or this deed; or

                       (f)   (CHANGE IN OWNERSHIP): there is a change in
                             ownership of 50% or more of the issued equity
                             share capital of the Note Trustee from the
                             position as at the date of this deed or
                             effective control of the Note Trustee alters
                             from the position as at the date of this deed
                             unless in either case approved by the Trust



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                                                                              32
--------------------------------------------------------------------------------
                             Manager (whose approval must not be
                             unreasonably withheld); or

                       (g)   there is an Event of Default in respect of the
                             Trust which requires the Note Trustee to resign by
                             virtue of its obligations under the TIA.

REMOVAL BY TRUSTEE
                 18.3  If the Note Trustee refuses to retire, the Trustee at the
                       direction of the Trust Manager is entitled to remove the
                       Note Trustee from office immediately by notice in writing
                       to the Note Trustee if any event referred to in clause
                       18.2 has occurred. On the retirement or removal of the
                       Note Trustee under the provisions of clause 18.2 or this
                       clause 18.3:

                       (a)   (NOTIFY DESIGNATED RATING AGENCIES): the
                             Trustee must promptly notify each Designated
                             Rating Agency of such retirement or removal; and

                       (b)   (APPOINT SUBSTITUTE NOTE TRUSTEE): subject to
                             any approval required by law, the Trustee is
                             entitled to and must use reasonable endeavours
                             to appoint in writing some other Eligible Trust
                             Corporation that is approved by each Designated
                             Rating Agency to be the substitute note trustee
                             and whose appointment is confirmed by each
                             Designated Rating Agency not to result in the
                             suspension, reduction, qualifications or
                             withdrawal of a rating assigned by them to any
                             of the Class A Notes.

NOTE TRUSTEE MAY RETIRE
                 18.4  The Note Trustee may retire at any time as trustee under
                       this deed upon giving 3 months (or such lesser time as
                       the Trust Manager, the Trustee and the Note Trustee
                       agree) notice in writing to the Trustee, the Trust
                       Manager, the Security Trustee and each Designated Rating
                       Agency, without giving any reason and without being
                       responsible for any liabilities incurred by reason of
                       such retirement provided that such retirement is in
                       accordance with this deed, provided further that no such
                       period of notice of retirement may expire within the
                       period of 30 days preceding each Payment Date. Upon such
                       retirement, the Note Trustee, subject to any approval
                       required by law, may appoint in writing any other
                       Eligible Trust Corporation that is approved by the Trust
                       Manager, which approval must not be unreasonably withheld
                       by the Trust Manager, as Note Trustee in its stead and
                       whose appointment is confirmed by each Designated Rating
                       Agency not to result in an Adverse Rating Effect in
                       respect of the Class A Notes. If the Note Trustee does
                       not propose a replacement by the date which is 1 month
                       prior to the date of its proposed retirement, the Trust
                       Manager is entitled to appoint a substitute note trustee,
                       which must be an Eligible Trust Corporation that is
                       approved by each Designated Rating Agency, as of the date
                       of the proposed retirement.

APPOINTMENT OF SUBSTITUTE NOTE TRUSTEE BY CLASS A NOTE HOLDERS
                 18.5  Notwithstanding clauses 18.2, 18.3 and 18.4, no
                       retirement or removal of the Note Trustee will be
                       effective until a substitute note trustee has


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                                                                              33
--------------------------------------------------------------------------------
                       been appointed in its place. If a substitute note trustee
                       has not been appointed under clauses 18.2, 18.3 and 18.4
                       at a time when the position of Note Trustee would, but
                       for this clause 18.5, become vacant in accordance with
                       those clauses, the Trustee must promptly advise the Class
                       A Note Holders who may appoint an Eligible Trust
                       Corporation nominated to act as Note Trustee.

SUCCESSOR TO NOTE TRUSTEE
                 18.6  On the execution by the Trustee, the Trust Manager and
                       any successor note trustee of an instrument effecting the
                       appointment of that successor note trustee, that
                       successor note trustee accepts the appointment and 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 in
                       respect of the Trust 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.

                 18.7  Any corporation:

                       (a)   into which the Note Trustee is merged;

                       (b)   with which the Note Trustee is consolidated;

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

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

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

                 18.8  If no other person can be found to act as Note Trustee,
                       the Class A Note Holders may elect a Note Trustee from
                       among the holders of the Class A Notes (if any Class A
                       Notes are outstanding).

TRUSTEE AND TRUST MANAGER CANNOT BE APPOINTED
                 18.9  Notwithstanding the preceding provisions of this clause
                       18, none of the Trust Manager, the Trustee, any Support
                       Facility Provider nor any of their Related Entities may
                       be appointed as Note Trustee.


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                                                                              34
--------------------------------------------------------------------------------
NO LIMITATION OF TIA
                 18.10 Nothing in this clause 18 is to be construed as limiting
                       any right of a Class A Note Holder to take any action to
                       remove the Note Trustee in accordance with section 310(b)
                       of the TIA.


19     CLASS A NOTES HELD IN CLEARING SYSTEMS AND NOTICES
--------------------------------------------------------------------------------
CLASS A NOTES HELD IN CLEARING SYSTEMS
                 19.1  So long as any Class A Note is held on behalf of a
                       Clearing System, in considering the interests of Class A
                       Note Holders, the Note Trustee may have regard to any
                       information provided to it by such Clearing System or its
                       operator as to the identity (either individually or by
                       category) of its accountholders or participants with
                       entitlements to any such Class A Note and may consider
                       such interests on the basis that such accountholders or
                       participants were the holder(s) thereof.


20     CURRENCY INDEMNITY
--------------------------------------------------------------------------------
CURRENCY OF ACCOUNT AND PAYMENT
                 20.1  U.S. Dollars is the sole currency of account and payment
                       for all sums payable by the Trustee under or in
                       connection with this deed and the Class A Notes,
                       including damages.

EXTENT OF DISCHARGE
                 20.2  Any amount received or recovered in a currency other than
                       U.S. Dollars (whether as a result of, or of the
                       enforcement of, a judgment or order of a court of any
                       jurisdiction, in the winding-up or dissolution of the
                       Trustee or otherwise), by the Note Trustee or any Class A
                       Note Holder in respect of any sum expressed to be due to
                       it from the Trustee shall only discharge the Trustee to
                       the extent of the U.S. Dollar amount which the recipient
                       is able to purchase with the amount so received or
                       recovered in that other currency on the date of that
                       receipt or recovery (or, if it is not practicable to make
                       that purchase on that date, on the first date on which it
                       is practicable to do so).

INDEMNITY
                 20.3  If that U.S. Dollar amount is less than the U.S. Dollar
                       amount expressed to be due to the recipient under this
                       deed or the Class A Notes, the Trustee shall indemnify
                       the recipient against any loss sustained by it as a
                       result. In any event, the Trustee shall (subject to
                       clause 23) indemnify the recipient against the cost of
                       making any such purchase.

INDEMNITY SEPARATE
                 20.4  The indemnities in this clause 20 and in clause 10.5
                       constitute separate and independent obligations from the
                       other obligations in this deed, shall give rise to a
                       separate and independent cause of action, shall apply
                       irrespective of any indulgence granted by the Note
                       Trustee and/or any Class A Note Holder and shall continue
                       in full force and effect despite any judgment, order,
                       claim or proof for a liquidated amount in respect of any
                       sum due under this deed, the Class A Notes or any other
                       judgment or order.


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                                                                              35
--------------------------------------------------------------------------------
21     REPRESENTATIONS AND WARRANTIES
--------------------------------------------------------------------------------
BY THE TRUSTEE
                 21.1  The Trustee represents and warrants to the Note
                       Trustee that:

                       (a)   (DUE INCORPORATION): it is duly incorporated
                             and has the corporate power to own its property
                             and to carry on its business as is now being
                             conducted;

                       (b)   (CONSTITUTION): the execution, delivery and
                             performance of this deed does not violate its
                             constitution;

                       (c)   (CORPORATE POWER): it has the power and has
                             taken all corporate and other action required
                             to enter into this deed and to authorise the
                             execution and delivery of this deed and the
                             performance of its obligations under this deed;

                       (d)   (FILINGS): all corporate notices and all
                             registrations with the Australian Securities
                             and Investments Commission required to be filed
                             or effected, as applicable, by it in connection
                             with the execution, delivery and performance of
                             this deed have been filed or effected, as
                             applicable, and all such filings and
                             registrations are current, complete and
                             accurate;

                       (e)   (EXECUTION, DELIVERY AND PERFORMANCE): its
                             execution, delivery and performance of this
                             deed does not violate any existing law or
                             regulation in any applicable jurisdiction or
                             any document or agreement to which it is a
                             party or which is binding upon it or any of its
                             assets;

                       (f)   (AUTHORISATION): all consents, licences, approvals
                             and authorisations of every Governmental Agency
                             required to be obtained by it in connection with
                             the execution, delivery and performance of this
                             deed in its personal capacity have been obtained
                             and are valid and subsisting; and

                       (g)   (NO BREACH): it is not in breach of any
                             material provision of the Master Trust Deed or
                             the Supplemental Deed in respect of the Trust.

BY THE TRUST MANAGER
                 21.2  The Trust Manager represents and warrants to the Note
                       Trustee that:

                       (a)   (DUE INCORPORATION): it is duly incorporated
                             and has the corporate power to own its property
                             and to carry on its business as is now being
                             conducted;

                       (b)   (CONSTITUTION): the execution, delivery and
                             performance of this deed does not violate its
                             constitution;

                       (c)   (CORPORATE POWER): it has the power and has
                             taken all corporate and other action required
                             to enter into this deed and to authorise the
                             execution and delivery of this deed and the
                             performance of its obligations under this deed;


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                                                                              36
--------------------------------------------------------------------------------
                       (d)   (FILINGS): all corporate notices and all
                             registrations with the Australian Securities
                             and Investments Commission required to be filed
                             or effected, as applicable, by it in connection
                             with the execution, delivery and performance of
                             this deed have been filed or effected, as
                             applicable, and all such filings and
                             registrations are current, complete and
                             accurate;

                       (e)   (EXECUTION, DELIVERY AND PERFORMANCE): its
                             execution, delivery and performance of this
                             deed does not violate any existing law or
                             regulation in any applicable jurisdiction or
                             any document or agreement to which it is a
                             party or which is binding upon it or any of its
                             assets;

                       (f)   (AUTHORISATION): all consents, licences, approvals
                             and authorisations of every Governmental Agency
                             required to be obtained by it in connection with
                             the execution, delivery and performance of this
                             deed in its personal capacity have been obtained
                             and are valid and subsisting;

                       (g)   (INVESTMENT COMPANY): the Trust is not, and, if
                             all the parties to the Transaction Documents
                             perform their obligations under the Transaction
                             Documents, will not become, an "investment
                             company" as that term is defined in the
                             Investment Company Act of 1940 of the United
                             States of America;

                       (h)   (COMPLIANCE WITH TIA): this deed has been duly
                             qualified under the TIA; and

                       (i)   (NO BREACH): it is not in breach of any
                             material provision of the Master Trust Deed or
                             the Supplemental Deed in respect of the Trust.

BY THE NOTE TRUSTEE
                 21.3  The Note Trustee represents and warrants to the Trustee
                       and the Trust Manager that:

                       (a)   (DUE INCORPORATION): it is duly incorporated
                             and has the corporate power to own its property
                             and to carry on its business as is now being
                             conducted;

                       (b)   (CONSTITUTION): the execution, delivery and
                             performance of this deed does not violate its
                             constitution;

                       (c)   (CORPORATE POWER): it has the power and has
                             taken all corporate and other action required
                             to enter into this deed and to authorise the
                             execution and delivery of this deed and the
                             performance of its obligations under this deed;

                       (d)   (FILINGS): all corporate notices and all
                             registrations with the Australian Securities
                             and Investments Commission, the SEC or similar
                             office in its jurisdiction of incorporation and
                             in any other jurisdiction required to be filed
                             or effected, as


<PAGE>

                                                                              37
--------------------------------------------------------------------------------
                             applicable, by it in connection with the execution,
                             delivery and performance of this deed have been
                             filed or effected, as applicable, and all such
                             filings and registrations are current, complete and
                             accurate;

                       (e)   (EXECUTION, DELIVERY AND PERFORMANCE): its
                             execution, delivery and performance of this
                             deed does not violate any existing law or
                             regulation in any applicable jurisdiction or
                             any document or agreement to which it is a
                             party or which is binding upon it or any of its
                             assets;

                       (f)   (AUTHORISATION): all consents, licences, approvals
                             and authorisations of every Governmental Agency
                             required to be obtained or made by the Note Trustee
                             in connection with the execution, delivery and
                             performance of this deed have been obtained or made
                             and are valid and subsisting;

                       (g)   (ELIGIBLE TRUST CORPORATION): it is an Eligible
                               Trust Corporation;

                       (h)   (NO INSOLVENCY EVENT): no Insolvency Event has
                             occurred and is continuing in relation to the
                                Note Trustee; and

                       (i)   (NO LITIGATION): no litigation, arbitration,
                             dispute or administrative proceeding has been
                             commenced or is pending or, to the knowledge of
                             the Note Trustee, threatened by any person
                             which will, or is likely to, have a material
                             and adverse effect on the ability of the Note
                             Trustee to perform its obligations under this
                             deed.


22     NOTICES
--------------------------------------------------------------------------------
NOTICES
                 22.1  Subject to clauses 22.4, 22.5 and 22.6, any notice,
                       approval, consent or other communication in connection
                       with this deed:

                       (a)   must be given by an Authorised Officer of the
                             relevant party;

                       (b)   must be in writing; and

                       (c)   must be left at the address of the addressee or
                             sent by prepaid ordinary post to the address of
                             the addressee or sent by facsimile to the
                             facsimile number of the addressee specified in
                             clause 22.2 or any other address or facsimile
                             number any party may from time to time notify
                             to the other parties as its address for service
                             of communications pursuant to this deed.

INITIAL ADDRESSES
                 22.2  The initial address and facsimile numbers of the Trustee,
                       the Trust Manager and the Note Trustee are:


<PAGE>

                                                                              38
--------------------------------------------------------------------------------

                             TRUSTEE:

                             Address:     Level 3
                                          39 Hunter Street
                                          Sydney NSW 2000
                             Facsimile:   (02) 9221 7870
                             Attention:   Manager, Securitisation

                             TRUST MANAGER:

                             Address:     Level 6
                                          530 Collins Street
                                          Melbourne  VIC  3000
                             Facsimile:   (61 3) 9273 3539
                             Attention:   Manager, Primary Markets Group

                             NOTE TRUSTEE:

                             Address:     101 Barclay Street, 21W
                                          New York, New York 10286
                                          United States of America
                             Facsimile:   (212) 815 3522
                             Attention:   Global Structured Products Unit

TIME EFFECTIVE
                 22.3  Unless a later time is specified in it, a notice,
                       approval, consent or other communication takes effect
                       from the time it is received.

RECEIPT
                 22.4  A communication is taken to be received:

                       (a)   in the case of a posted letter, on the third
                             (seventh, if posted to or from a place outside
                             Australia) day after posting; and

                       (b)   in the case of a facsimile, on production of a
                             transmission report by the machine from which the
                             facsimile was sent which indicates that the
                             facsimile was sent in its entirety to the facsimile
                             number of the recipient notified for the purpose of
                             this clause.

                       However, if the time of deemed receipt of any notice is
                       not before 4.00 p.m. (local time at the address of the
                       recipient) on a Business Day it is deemed to have been
                       received at the commencement of business on the next
                       following Business Day.

                 22.5  Subject to clause 3.3(e), all notices with respect to the
                       Class A Note Holders are valid if despatched in
                       accordance with, and will be regulated by, the Class A
                       Note Conditions.


23     LIMITED RECOURSE
--------------------------------------------------------------------------------
LIMITATION ON TRUSTEE'S LIABILITY
                 23.1  The Trustee enters into this deed only in its capacity as
                       trustee of the Trust and in no other capacity. A
                       liability incurred by the Trustee arising under or in
                       connection with this deed or the Trust is limited to and
                       can be enforced against the Trustee only to the extent to
                       which it can be satisfied out of Assets of the Trust out
                       of which the Trustee is actually indemnified for the
                       liability. This limitation of the Trustee's


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                                                                              39
--------------------------------------------------------------------------------
                       liability applies despite any other provision of this
                       deed (other than clause 23.3) and extends to all
                       liabilities and obligations of the Trustee in any way
                       connected with any representation, warranty, conduct,
                       omission, agreement or transaction related to this deed
                       or the Trust.

CLAIMS AGAINST TRUSTEE
                 23.2  The parties other than the Trustee may not sue the
                       Trustee in any capacity other than trustee of the Trust,
                       including seeking the appointment of a receiver (except
                       in relation to the Assets of the Trust), or a liquidator,
                       an administrator or any similar person to the Trustee or
                       prove in any liquidation, administration or arrangements
                       of or affecting the Trustee (except in relation to the
                       Assets of the Trust)

BREACH OF TRUST
                 23.3  The provisions of this clause 23 limiting the Trustee's
                       liability will not apply to any obligation or liability
                       of the Trustee to the extent that it is not satisfied
                       because under this deed or any other Transaction Document
                       in relation to the Trust or by operation of law there is
                       a reduction in the extent of the Trustee's
                       indemnification out of the Assets of the Trust, as a
                       result of the Trustee's fraud, gross negligence or wilful
                       default.

ACTS OR OMISSIONS
                 23.4  It is acknowledged that the Relevant Parties are
                       responsible under this deed and the other Transaction
                       Documents in relation to the Trust for performing a
                       variety of obligations relating to the Trust. No act or
                       omission of the Trustee (including any related failure to
                       satisfy its obligations or breach of representation or
                       warranty under this deed) will be considered fraud, gross
                       negligence or wilful default for the purpose of clause
                       23.3 if and to the extent the act or omission was caused
                       or contributed to by any failure by any Relevant Party or
                       any other person appointed by the Trustee under any
                       Transaction Document (other than a person whose acts or
                       omissions the Trustee is liable for in accordance with
                       any Transaction Document) to fulfil its obligations
                       relating to the Trust or by any other act or omission of
                       any Relevant Party or any other such person regardless of
                       whether or not the act or omission is purported to be
                       done on behalf of the Trustee.

                 23.5  No attorney, agent, receiver or receiver and manager
                       appointed in accordance with this deed or any other
                       Transaction Document has authority to act on behalf of
                       the Trustee in a way that exposes the Trustee to any
                       personal liability, and no act or omission of any such
                       person will be considered fraud, gross negligence or
                       wilful default of the Trustee for the purpose of clause
                       23.3.

                 23.6  The Trustee is not obliged to do anything or refrain from
                       doing anything under or in connection with this deed
                       (including incur a liability) unless the Trustee's
                       liability is limited in the same manner as set out in
                       this clause.


<PAGE>

                                                                              40
--------------------------------------------------------------------------------
24     TERMINATION
--------------------------------------------------------------------------------
                       At any time after the expiry of the latest period after
                       which the right to any payment of interest or principal
                       becomes void in accordance with the Class A Note
                       Conditions, the Trustee may by notice to the Note Trustee
                       and copied to the Trust Manager terminate the trust
                       constituted by this deed.


25     TRUST INDENTURE ACT
--------------------------------------------------------------------------------
CERTIFICATES AND OPINIONS
                 25.1  (a)   (CLASS A NOTE CONDITIONS PRECEDENT) Upon any
                             application or request by the Trustee to the Note
                             Trustee to take any action under any provision of
                             this deed, the Trustee must furnish to the Note
                             Trustee:

                             (i)   a certificate from two Authorised Officers of
                                   the Trustee stating that all conditions
                                   precedent, if any, provided for in this deed
                                   relating to the proposed action have been
                                   complied with;

                             (ii)  Counsel's Opinion stating that all such
                                   conditions precedent, if any, have been
                                   complied with; and

                             (iii) if required by the TIA, a certificate
                                   from an accountant meeting the applicable
                                   requirements of section 314(c)(3) of the
                                   TIA,

                             provided that in the case of any such application
                             or request as to which the furnishing of such
                             documents is specifically required by any other
                             provision of this deed no additional certificate or
                             opinion need be furnished.

                       (b)   (FAIR VALUE) The Trustee must furnish to the Note
                             Trustee a certificate or opinion of an engineer,
                             appraiser or other expert as to the fair value:

                             (i)   of any property or securities to be released
                                   from the Security Interest created by the
                                   Global Master Security Trust Deed and the
                                   Deed of Charge in respect of the Trust, where
                                   this is required by section 314(d)(1) of the
                                   TIA;

                             (ii)  to the Trustee of any securities the deposit
                                   of which with the Trustee is to be made the
                                   basis for the release of any property or
                                   securities subject to the Security Interest
                                   created by the Global Master Security Trust
                                   Deed and the Deed of Charge in respect of the
                                   Trust, where this is required by section
                                   314(d)(2) of the TIA; and

                             (iii) to the Trustee of any property the subjection
                                   of which to the Security Interest created by
                                   the Global Master


<PAGE>

                                                                              41
--------------------------------------------------------------------------------
                                   Security Trust Deed and the Deed of Charge in
                                   respect of the Trust is to be made the basis
                                   for the release of any property or securities
                                   subject to the Security Interest created by
                                   the Global Master Security Trust Deed and the
                                   Deed of Charge in respect of the Trust, where
                                   this is required by section 314(d)(3) of the
                                   TIA,

                             and every such certificate or opinion must comply
                             with the relevant provisions of section 314(d) of
                             the TIA (and, except as provided otherwise in
                             section 314 of the TIA, may be given by an
                             Authorised Officer of the Trustee).

                       (c)   (FORM OF CERTIFICATES AND OPINIONS) Each
                             certificate or opinion with respect to compliance
                             with a condition or covenant provided for in this
                             deed (other than the certificate referred to in
                             clause 7.1(d)(i)) shall include:

                             (i)   a statement that each signatory of such
                                   certificate or opinion has read such covenant
                                   or condition and the definitions used
                                   therein;

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

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

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

UNDERTAKING FOR COSTS
                 25.2  (a)   (UNDERTAKING) Subject to clause 25.2(b), all
                             parties to this deed agree, and each Class A
                             Note Holder by such Class A Note Holder's
                             acceptance of the Class A Notes are 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)   (EXCEPTIONS)The provisions of clause 25.2(a)
                             shall not apply to:


<PAGE>

                                                                              42
--------------------------------------------------------------------------------
                             (i)   any suit instituted by the Note Trustee;

                             (ii)  any suit instituted by any Class A Note
                                   Holder, or group of Class A Note Holders, in
                                   each case holding in the aggregate Class A
                                   Notes with an Invested Amount of more than
                                   10% of the then aggregate Invested Amount of
                                   all Class A Notes; or

                             (iii) any suit instituted by any Class A Note
                                   Holder 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.

EXCLUSION OF SECTION 316(A)(1)
                 25.3  Section 316(a)(1) of the TIA is expressly excluded by
                       this deed.

UNCONDITIONAL RIGHTS OF CLASS A NOTE HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST
                 25.4  Notwithstanding any other provisions in this deed, any
                       Class A Note Holder shall have the right, which is
                       absolute and unconditional, to receive payment of the
                       principal of and interest, if any, on each Class A Note
                       held by it on or after the respective due dates thereof
                       expressed in such Class A Note or in this deed or to
                       institute suit for the enforcement of any such payment,
                       and such right shall not be impaired without the consent
                       of such Class A Note Holder, except to the extent that
                       this deed or the Global Master Security Trust Deed
                       contains provisions limiting or denying the right of any
                       Class A Note Holder to institute any such suit, if and 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 Global Master
                       Security Trust Deed upon any property subject to such
                       Security Interest.

CONFLICT WITH TRUST INDENTURE ACT
                 25.5  The provisions of section 310 to 317 (inclusive) of the
                       TIA are incorporated into, are a part of and govern this
                       deed, whether or not contained in this deed, unless
                       expressly excluded by this deed in accordance with the
                       TIA. If any provision of this deed limits, qualifies or
                       conflicts with any provision that is deemed to be
                       included in this deed by virtue of any of the provisions
                       of the TIA, such provision deemed to be included in this
                       deed will prevail.


26     MISCELLANEOUS
--------------------------------------------------------------------------------
CERTIFICATE
                 26.1  A certificate signed by the Trustee, Trust Manager or
                       Note Trustee or its solicitors about a matter or about a
                       sum payable to the Trustee, the Trust Manager or the Note
                       Trustee in connection with this deed or the Supplemental
                       Deed is sufficient evidence of the matter or sum stated
                       in the certificate unless the matter or sum is proved to
                       be false.

EXERCISE OF RIGHTS
                 26.2  The Trustee, Trust Manager, Note Trustee or an attorney
                       appointed under this deed may exercise a right, power or
                       remedy at its discretion,


<PAGE>

                                                                              43
--------------------------------------------------------------------------------
                       and separately or concurrently with another right, power
                       or remedy. A single or partial exercise of a right, power
                       or remedy by the person does not prevent a further
                       exercise of that or an exercise of any other right, power
                       or remedy. Failure by the person to exercise or delay in
                       exercising a right, power or remedy does not prevent its
                       exercise. The person with the right, power or remedy is
                       not liable for any loss caused by its exercise, attempted
                       exercise, failure to exercise or delay in exercising it
                       except in the case of its fraud, gross negligence or
                       wilful default.

WAIVER AND VARIATION
                 26.3  A provision of or a right created under this deed may not
                       be waived or varied except in writing signed by the party
                       or parties to be bound.

SUPERVENING LEGISLATION
                 26.4  Any present or future legislation which operates to vary
                       the obligations of the Trustee, Trust Manager or Note
                       Trustee in connection with this deed with the result that
                       the rights, powers or remedies of the Trustee, Trust
                       Manager or Note Trustee are adversely affected
                       (including, without limitation, by way of delay or
                       postponement) is excluded except to the extent that its
                       exclusion is prohibited or rendered ineffective by law.

APPROVALS AND CONSENT
                 26.5  The Trustee, the Trust Manager, Note Trustee or an
                       attorney appointed under this deed may give conditionally
                       or unconditionally or withhold its approval or consent in
                       its absolute discretion, unless this deed expressly
                       provides otherwise.

REMEDIES CUMULATIVE
                 26.6  The rights, powers and remedies provided in this deed are
                       cumulative with and not exclusive of the rights, powers
                       or remedies provided by law independently of this deed.

INDEMNITIES
                 26.7  Each indemnity in this deed is a continuing obligation,
                       separate and independent from the other obligations of
                       the Trustee, the Trust Manager and the Note Trustee and
                       survives termination of this deed. It is not necessary
                       for the Trustee, the Trust Manager or the Note Trustee to
                       incur expense or make payment before enforcing a right of
                       indemnity conferred by this deed.

TIME OF THE ESSENCE
                 26.8  Time is of the essence in this deed in respect of an
                       obligation of the Trustee or Note Trustee to pay money.

RECEIPTS

                 26.9  The receipt of a Receiver, or an Authorised Officer of
                       the Trustee or Note Trustee, releases the person paying
                       money to the Receiver, the Trustee or the Note Trustee in
                       connection with this deed from:

                       (a)   liability for the money paid or expressed to be
                             received; and


<PAGE>

                                                                              44
--------------------------------------------------------------------------------
                       (b)   being concerned to see to its application or
                             being answerable or accountable for its loss or
                             misapplication.

ACKNOWLEDGMENT
                 26.10 The parties acknowledge and agree that the Trustee, the
                       Trust Manager and the Note Trustee in exercising their
                       powers and discretions under this deed, and in performing
                       their obligations under this deed, must act in accordance
                       with their duties and obligations under this deed and may
                       exercise such powers and discretions as provided in this
                       deed and (without limitation) in forming any opinion may
                       obtain and act upon the advice of persons who are not
                       parties to this deed.

                 26.11 The parties acknowledge that they are bound by the terms
                       of this deed.

DISCLOSURE OF INFORMATION
                 26.12 Subject to this deed, the Trustee and the Note Trustee
                       are not required (unless ordered so to do by a court of
                       competent jurisdiction) to disclose to any Unitholder,
                       Secured Creditor or any other person confidential,
                       financial or other information made available to the
                       Trustee and the Note Trustee in connection with this
                       deed.

RIGHTS CUMULATIVE
                 26.13 The rights, powers and remedies provided in this deed are
                       cumulative and not exclusive of the rights, powers or
                       remedies provided by law independently of this deed.

SIGNATURES
                 26.14 The Trustee, the Trust Manager and the Note Trustee may
                       rely on the validity of any signature on any transfer,
                       form of application or other instrument or document
                       unless the Trustee, the Trust Manager or the Note Trustee
                       (as the case may be) has reasonable grounds to believe
                       that the signature is not genuine. Neither the Trustee,
                       the Trust Manager nor the Note Trustee is 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 whose signature it purports to be or on whose
                       behalf it purports to be made. Any such loss, subject to
                       any right of reimbursement from any other person
                       (including the Trust Manager) is to be borne by the
                       relevant Trust in respect of which the loss is incurred.

MEETINGS
                 26.15 A reference in this deed to a meeting of Secured
                       Creditors of a Trust is a reference to a meeting of
                       Secured Creditors of the Trust conducted in accordance
                       with the provisions of the Global Master Security Trust
                       Deed and the relevant Deed of Charge.


27     GOVERNING LAW
--------------------------------------------------------------------------------
GOVERNING LAW
                 27.1  This deed and each Trust are governed by the law in force
                       in New South Wales and the rights, liabilities and
                       obligations of the Trust Manager, the Trustee, the Note
                       Trustee, the Unitholders and the


<PAGE>

                                                                              45
--------------------------------------------------------------------------------
                       Secured Creditors are governed by the laws in force in
                       New South Wales.

SUBMISSION TO JURISDICTION
                 27.2  Each party irrevocably and unconditionally submits to the
                       non-exclusive jurisdiction of the courts of New South
                       Wales and courts of appeal from them. Each party waives
                       any right it has to object to an action being brought in
                       those courts including, without limitation, by claiming
                       that the action has been brought in an inconvenient forum
                       or that those courts do not have jurisdiction.

SERVICE
                 27.3  Without preventing any other mode of service, any
                       document in an action (including, without limitation, any
                       writ of summons or other originating process or any third
                       or other party notice) may be served on any party by
                       being delivered to or left for that party at its address
                       for service of notices under clause 22.


28     COUNTERPARTS
--------------------------------------------------------------------------------
                       This Note Trust Deed may consist of any number of
                       counterparts and all counterparts taken together will be
                       deemed to constitute one and the same instrument.

EXECUTED as a deed.







<PAGE>

                                                                              46
--------------------------------------------------------------------------------
SCHEDULE 1             FORM OF CLASS A NOTE
--------------------------------------------------------------------------------

Registered              CUSIP No:
No. R-                  ISIN No.:
                        Common Code:


Unless this Class A Note is presented by an authorised representative of The
Depository Trust Company, a New York corporation, ("DTC") to the Trustee (as
defined below) or its agent for registration of transfer, exchange or payment,
and any Class A 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 OF THE
CLASS A NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much
as the registered owner hereof, Cede & Co, has an interest in this Class A Note.

[THE ABOVE PARAGRAPH IS TO APPEAR IN THE CLASS A BOOK ENTRY NOTES ONLY.]

THE PRINCIPAL OF THIS CLASS A NOTE IS PAYABLE IN INSTALMENTS AND MAY BE SUBJECT
TO CHARGE-OFFS OR EXCHANGE AS SET FORTH BELOW, IN THE NOTE TRUST DEED AND IN THE
CLASS A NOTE CONDITIONS. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS
CLASS A NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE OF THIS
CLASS A NOTE.

             PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)
           (a limited liability company incorporated under the law of
                           New South Wales, Australia)
     in its capacity as trustee ("TRUSTEE") of the Kingfisher Trust 2001-1G
                                 (the "TRUST")

                                  CLASS A NOTE

This Class A Note is issued by the Trustee in an initial aggregate principal
amount of US$[ ] (the "CLASS A NOTES") and is:

(a)    constituted by a Note Trust Deed (the "NOTE TRUST DEED") dated [ ] 2001
       made between the Trustee, ANZ Capel Court Limited (the "TRUST MANAGER")
       and The Bank of New York, New York Branch (the "NOTE TRUSTEE"); and

(b)    issued subject to, and with the benefit of, amongst other things:

       (i)   a Master Trust Deed (the "MASTER TRUST DEED") dated 1 August 2000
             made between the Trust Manager and the Trustee as amended from time
             to time;

       (ii)  a Supplemental Deed (the "SUPPLEMENTAL DEED") dated [         ]
             made between Australia and New Zealand Banking Group Limited,
             the Trust Manager, the Trustee, P.T. Limited ("SECURITY
             Trustee") and each Unitholder;

       (iii) a Global Master Security Trust Deed (the "GLOBAL MASTER SECURITY
             TRUST DEED") dated [           ] 2001 made between the Trustee,
             the Trust Manager, the Note Trustee and the Security Trustee;

       (iv)  the Agency Agreement ("AGENCY AGREEMENT") dated [ ] 2001 made
             between the Trustee, the Note Trustee, the Trust Manager, The Bank
             of New York, New York Branch as Principal Paying Agent, Class A
             Note Registrar and Calculation Agent and The Bank of New York,
             London Branch as Paying Agent;


<PAGE>

                                                                              47
--------------------------------------------------------------------------------
       (v)   a Deed of Charge dated [                   ] 2001 made between
             the Trustee, the Security Trustee, the Trust Manager and the
             Note Trustee;

       (vi)  the Note Trust Deed; and

       (vii) the Class A Note Conditions as set out in the Annexure to this
             Class A Note (the "CLASS A NOTE CONDITIONS").

Unless defined in this Class A Note, words and phrases defined in, or
incorporated in, either or both of the Note Trust Deed and the Class A Note
Conditions have the same meaning in this Class A Note. Where there is any
inconsistency in a definition between the Note Trust Deed and the Class A Note
Conditions, the Note Trust Deed prevails.

If this Class A Note is a Class A Book Entry Note and the Trustee is obliged to
issue Class A Definitive Notes under clause 3.4(a) of the Note Trust Deed, this
Class A Note will be exchangeable in whole upon its surrender at the offices of
the Class A Note Registrar as specified in the Class A Note Conditions or
notified to Class A Note Holders from time to time (or such other place as the
Note Trustee may agree) for Class A Definitive Notes and the Trustee shall
execute and procure that the Note Trustee authenticates and delivers in full
exchange for this Class A Note, Class A Definitive Notes in aggregate principal
amount equal to the then Invested Amount of this Class A Note subject to and in
accordance with clause 3.4(b) of the Note Trust Deed. The Trustee is not obliged
to issue Class A Definitive Notes until 30 days after the occurrence of an event
set out in clause 3.4(a) of the Note Trust Deed.

The Trustee in its capacity as trustee of the Trust, subject to and in
accordance with this Class A Note, the Class A Note Conditions, the Agency
Agreement, the Supplemental Deed and the Note Trust Deed, promises to pay to [ ]
as the registered holder of this Class A Note, or to registered assigns of this
Class A Note, the principal sum of US$[ ] (or such part of that amount as may
become repayable under the Class A Note Conditions, the Supplemental Deed and
the Note Trust Deed) on such date(s) as the principal sum (or any part of it)
becomes repayable in accordance with the Class A Note Conditions, the
Supplemental Deed and the Note Trust Deed and to pay interest in arrears on each
Payment Date on the Invested Amount of this Class A Note at rates determined in
accordance with Condition 6 of the Class A Note Conditions. 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 Trustee
fails to meet its obligations to issue Class A Definitive Notes, this shall be
without prejudice to the Trustee's obligations with respect to the Class A Notes
under the Note Trust Deed, the Master Trust Deed, the Supplemental Deed, the
Agency Agreement and this Class A Note.

Payments of interest on this Class A Note due and payable on each Payment Date,
together with the instalment of principal, if any, shall be payable in
accordance with Condition 8.1 of the Class A Note Conditions and the Agency
Agreement. If this Class A Note is a Class A Book-Entry Note such payments will
be made to the nominee of the Depository (initially, such nominee to be Cede &
Co.) and 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 only in accordance
with the respective rules and procedures of DTC. Such persons will have no claim
directly against the Trustee in respect of payments due on the Class A Notes
which must be made by the holder of this Class A Note, for so long as this Class
A Note is outstanding.

On any payment of principal and/or interest on the Class A Notes details of that
payment shall be endorsed by or on behalf of the Trustee in the Class A Note
Register and, in the case of payments of principal, the Invested Amount and the
Stated Amount of the Class A Notes shall be reduced for all


<PAGE>

                                                                              48
--------------------------------------------------------------------------------
purposes by the amount so paid and endorsed in the Class A Note Register. Any
such record shall be prima facie evidence that the payment in question has been
made.

This Class A Note shall not become valid for any purpose unless and until the
Certificate of Authentication attached has been signed by an Authorised Officer
or other duly appointed representatives of the Note Trustee.

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

If this Class A Note is a Class A Book-Entry Note, this Class A Note is a global
note.

IN WITNESS the Trustee has caused this Class A Note to be signed manually by a
person duly authorised on its behalf.

PERPETUAL TRUSTEE COMPANY LIMITED by:



 .........................................................
Authorised Officer/duly appointed representative

IMPORTANT NOTES:

Neither the Trust Manager nor the Trustee is under any obligation at any time to
repurchase any Class A Notes from Class A Note Holders.

This Class A Note is not a certificate of title and the Class A Note Register on
which these Class A Notes are registered is the only conclusive evidence of the
title of the abovementioned person to the Class A Notes.

The Trustee's liability is limited in accordance with Condition 12. The Trustee
issues this Class A Note only in its capacity as trustee of the Trust and in no
other capacity. A liability arising under or in connection with the Trust under
the Master Trust Deed, the Supplemental Deed, the Note Trust Deed, this Class A
Note or any other Transaction Document is limited to and can be enforced against
the Trustee only to the extent to which it can be satisfied out of the Assets of
the Trust out of which the Trustee is actually indemnified for the liability.
This limitation of the Trustee's liability will not apply to any obligation or
liability of the Trustee to the extent that it is not so satisfied because under
any Transaction Document in relation to the Trust or by operation of law there
is a reduction in the extent of the Trustee's indemnification out of the Assets
of the Trust as a result of any fraud, gross negligence or wilful default on the
part of the Trustee. Subject to the terms of the Transaction Documents, the
Trustee will have no liability for any act or omission of the Trust Manager or
of any other person.

Transfers of the Class A Notes must be pursuant to the annexed form of
assignment and otherwise in accordance with the Agency Agreement.

None of the Trust Manager or the Australia and New Zealand Banking Group Limited
(the "BANK") as the Seller and Servicer, or any other affiliate of the Bank or
the Trustee in its personal capacity or as trustee of any other trust guarantees
the payment or repayment of any principal, interest or other amounts owing in
respect of the Class A Notes.

The Class A Notes do not represent deposits or other liabilities of the Bank.
The holding of the Class A Notes is subject to investment risk, including
possible delays in payment and loss of income and principal invested. No party
to the Transaction Documents for the Trust, or any affiliate of any


<PAGE>

                                                                              49
--------------------------------------------------------------------------------
of them, stand in any way behind the capital value and/or performance of the
Class A Notes, or the Assets held by the Trust.




<PAGE>

                                                                              50
--------------------------------------------------------------------------------
                                             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 Class A Note and all rights thereunder, and hereby irrevocably
constitutes and appoints ________________________ , attorney to transfer the
said Class A Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:                                                             *

                                      Signature Guaranteed:

                                      Signatures must be guaranteed by an
                                      "eligible guarantor institution" meeting
                                      the requirements of the Class A Note
                                      Registrar, which requirements include
                                      membership or participation in STAMP or
                                      such other "signature guarantee program"
                                      as may be determined by the Class A Note
                                      Registrar in addition to, or in
                                      substitution for, STAMP, all in accordance
                                      with the Securities Exchange Act of 1934,
                                      as amended.

* NOTE: The signatures of this assignment must correspond with the name of the
registered owner as it appears on the face of the within Class A Note in every
particular without alteration, enlargement or any change whatsoever.


<PAGE>

                                                                              51
--------------------------------------------------------------------------------
                          CERTIFICATE OF AUTHENTICATION

This Class A Note is authenticated by The Bank of New York, New York Branch as
Note Trustee and until so authenticated shall not be valid for any purpose.

THE BANK OF NEW YORK, NEW YORK BRANCH by:

                             ......
Authorised Officer/duly appointed representative

Dated:   [                            ]





<PAGE>

                                                                              52
--------------------------------------------------------------------------------
                                   ANNEXURE

                   [Insert completed Class A Note Conditions]







<PAGE>

                                                                              53
--------------------------------------------------------------------------------
SCHEDULE 2             PROVISIONS FOR MEETINGS OF CLASS A NOTE HOLDERS
--------------------------------------------------------------------------------
VALIDITY
                 1     A holder of a Class A Note may obtain a Voting
                       Certificate from a Paying Agent or require Paying Agents
                       to issue a Block Voting Instruction by depositing his
                       Class A Note with such Paying Agent not later than 48
                       hours before the time fixed for any meeting. Each Voting
                       Certificate and Block Voting Instruction shall be valid
                       for so long as the relevant Class A Notes shall not be
                       released (as set out in the relevant definition in the
                       Definitions Schedule) and during the validity of such
                       Voting Certificate or Block Voting Instruction the holder
                       of such Voting Certificate or (as the case may be) the
                       Proxy named in such Block Voting Instruction shall, for
                       all purposes in connection with any meeting of Class A
                       Note Holders, be deemed to be the Class A Note Holder of
                       the Class A Notes to which such Voting Certificate or
                       Block Voting Instruction relates and the Paying Agents
                       with which (or to the order of which) such Class A Notes
                       have been deposited shall be deemed for such purposes not
                       to be the Class A Note Holder of those Class A Notes.

WHO MAY CONVENE MEETINGS
                 2     The Note Trustee or the Trustee at any time may, and the
                       Note Trustee (subject to it being indemnified to its
                       satisfaction against all costs and expenses thereby
                       occasioned) upon request in writing of the Class A Note
                       Holders holding not less than five per cent. of the
                       aggregate Invested Amount of the relevant Class A Notes
                       for the time being outstanding shall, convene a meeting
                       of the Class A Note Holders. Whenever the Trustee or the
                       Note Trustee upon such request of the relevant Class A
                       Note Holders is about to convene any such meeting it
                       shall give notice in writing to the Note Trustee (or the
                       Trustee as the case may be) of the day, time and place of
                       that meeting and of the nature of the business to be
                       transacted at that meeting. If the Note Trustee receives
                       notice of a meeting pursuant to the terms of the Global
                       Master Security Trust Deed it shall convene a meeting of
                       the Class A Note Holders as soon as practicable
                       thereafter. Every such meeting shall be held at such time
                       and place as the Note Trustee may approve.

NOTIFICATION OF MEETINGS
                 3     At least 14 days' notice (exclusive of the day on which
                       the notice is given and of the day on which the meeting
                       is held) specifying the day, time and place of meeting
                       shall be given to the relevant Class A Note Holders. A
                       copy of the notice shall be given to the Note Trustee,
                       unless the meeting is convened by the Note Trustee, and
                       to the Trustee unless the meeting shall be convened by
                       the Trustee. Such notice shall, unless in any particular
                       case the Note Trustee otherwise agrees, specify the terms
                       of the resolutions to be proposed and shall include
                       statements to the effect that Class A Notes may be
                       deposited with (or to the order of) the Paying Agent or
                       any Paying Agent for the purpose of obtaining Voting
                       Certificates or Block Voting Instructions (and appointing
                       Proxies) until 48 hours before the time fixed for the
                       meeting but not thereafter.


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CHAIRMAN

                 4     A person (who may, but need not, be a relevant Class A
                       Note Holder) nominated in writing by the Note Trustee
                       shall be entitled to take the chair at every such meeting
                       but if no such nomination is made or if at any meeting
                       the person nominated shall not be present within 15
                       minutes after the time appointed for the holding of such
                       meeting the relevant Class A Note Holders present shall
                       choose one of their number to be chairman and, failing
                       such nomination, the Trustee may appoint a chairman (who
                       may, but need not, be a relevant Class A Note Holder).
                       The chairman of an adjourned meeting need not be the same
                       person as was chairman of the original meeting.

QUORUM
                 5     (a)   At any such meeting any two or more persons
                             present in person holding relevant Class A
                             Notes or Voting Certificates or Block Voting
                             Instructions or being Proxies or
                             representatives holding or representing in the
                             aggregate at least 51% in principal amount of
                             the relevant Class A Notes for the time being
                             outstanding shall form a quorum for the
                             transaction of business and no business (other
                             than the choosing of a chairman) shall be
                             transacted at any meeting unless the requisite
                             quorum be present at the commencement of
                             business.  The quorum at any such meeting for
                             passing an Extraordinary Resolution shall
                             (subject as provided below) be two or more
                             persons present in person holding relevant
                             Class A Notes or voting certificates or being
                             proxies or representatives and holding or
                             representing in the aggregate at least 67% in
                             principal amount of the relevant Class A Notes
                             for the time being outstanding provided that at
                             any meeting the business of which includes any
                             of the matters specified in the proviso to
                             paragraph 13 the quorum shall be two or more
                             persons present in person holding relevant
                             Class A Notes or voting certificates or being
                             proxies or representatives and holding or
                             representing in the aggregate not less than 75%
                             in principal amount of the relevant Class A
                             Notes.  For the purpose of this Schedule, when
                             all the relevant Class A Notes for the time
                             being outstanding are represented by or
                             comprised in a single Class A Book-Entry Note,
                             the holder of such Note shall be treated as two
                             persons for the purposes of any quorum
                             requirements of a meeting of the relevant Class
                             A Note Holders.

                       (b)   If within half an hour from the time appointed
                             for any such meeting a quorum is not present
                             the meeting shall, if convened upon the
                             requisition of Class A Note Holders, be
                             dissolved.  In any other case it shall stand
                             adjourned (unless the Trustee and the Note
                             Trustee agree that it be dissolved) for such
                             period, being not less than 21 days nor more
                             than 42 days  and to such time and place, as
                             may be appointed by the chairman.  At such
                             adjourned meeting two or more persons present
                             in person holding relevant Class A Notes or
                             Voting Certificates or Block Voting
                             Instructions or being Proxies or
                             representatives (whatever the principal amount
                             of the relevant Class A Notes so held or
                             represented by them) shall form a quorum and
                             shall


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                                                                              55
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                             have the power to pass any resolution and to decide
                             upon all matters which could properly have been
                             dealt with at the meeting from which the
                             adjournment took place had a quorum been present at
                             such meeting provided that the quorum at any
                             adjourned meeting at which is to be proposed an
                             Extraordinary Resolution for the purpose of
                             effecting any of the modifications specified in the
                             proviso to paragraph 13 shall be two or more
                             persons present holding relevant Class A Notes or
                             Voting Certificates or Block Voting Instructions or
                             being Proxies or representatives and holding or
                             representing in the aggregate not less than 51% in
                             principal amount of the relevant Class A Notes for
                             the time being outstanding.

ADJOURNMENT
                 6     The chairman may with the consent of (and shall if
                       directed by) any meeting adjourn the same from time to
                       time and from place to place, but no business shall be
                       transacted at any adjourned meeting except business which
                       might lawfully have been transacted at the meeting from
                       which the adjournment took place.

NOTICE OF ADJOURNED MEETING
                 7     At least ten days' notice of any meeting adjourned
                       through want of a quorum shall be given in the same
                       manner as of an original meeting and such notice shall
                       state the quorum required at such adjourned meeting.
                       Otherwise, it is not necessary to give any notice of an
                       adjourned meeting.

RESOLUTION BY SHOW OF HANDS
                 8     (a)   Every question submitted to a meeting shall be
                             decided in the first instance by a show of
                             hands and in the case of equality of votes the
                             chairman shall both on a show of hands and on a
                             poll have a casting vote in addition to the
                             vote or votes (if any) to which he may be
                             entitled as a relevant Class A Note Holder or
                             as a holder of a Voting Certificate or Block
                             Voting Instruction or as a Proxy or
                             representative.

                       (b)   At any meeting, unless a poll is (before or on
                             the declaration of the result of the show of
                             hands) demanded by the chairman or the Trustee,
                             the Note Trustee or by one or more persons
                             holding one or more of the relevant Class A
                             Notes or Voting Certificates or Block Voting
                             Instructions or being Proxies or
                             representatives representing in the aggregate
                             not less than two per cent. of the principal
                             amount of the relevant Class A Notes for the
                             time being outstanding, a declaration by the
                             chairman that a resolution has been carried or
                             carried by a particular majority or lost or not
                             carried by any particular majority shall be
                             conclusive evidence of the fact without proof
                             of the number or proportion of the votes
                             recorded in favour of or against such
                             resolution.

POLL
                 9     (a)   If at any meeting a poll is demanded, it shall
                             be taken in such manner and (subject to the
                             provisions of this schedule) either at once or
                             after such an adjournment as the chairman
                             directs


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                                                                              56
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                             and the result of such poll shall be deemed to be
                             the resolution of the meeting at which the poll was
                             demanded as at the date of the taking of the poll.
                             The demand for a poll shall not prevent the
                             continuance of the meeting for the transaction of
                             any business other than the question on which the
                             poll has been demanded.

                       (b)   Any poll demanded at any meeting on the election of
                             a chairman or on any question of adjournment shall
                             be taken at the meeting without adjournment.

ENTITLEMENT TO ATTEND
                 10    The Note Trustee and the Trustee (through their
                       respective representatives) and their respective
                       financial and legal advisers shall be entitled to attend
                       and speak at any meeting of the relevant Class A Note
                       Holders. No other person shall be entitled to attend or
                       vote at any meeting of the relevant Class A Note Holders
                       or to join with others in requesting the convening of
                       such a meeting unless he produces the relevant Class A
                       Note or Class A Notes of which he is the holder, a Voting
                       Certificate, a Block Voting Instruction naming him as
                       Proxy or evidence of his appointment as a representative
                       of a Class A Note Holder. The Trustee is not entitled to
                       vote in respect of relevant Class A Notes beneficially
                       held by it or on its behalf but this shall not prevent
                       any Proxy named in any Block Voting Instruction from
                       being a director, officer or representative of, or
                       otherwise connected with, the Trustee or any of its
                       subsidiaries or associated companies.

VOTING RIGHTS

                 11    (a)   Except as provided in paragraph 10 above, at
                             any such meeting:

                             (i)   on a show of hands every person who is
                                   present in person and produces a relevant
                                   Note, a Voting Certificate, a Block Voting
                                   Instruction naming him as a Proxy or evidence
                                   of his appointment as a representative of a
                                   Class A Note Holder shall have one vote; and

                             (ii)  on a poll every person who is so present
                                   shall have one vote in respect of each
                                   principal amount of Class A Notes which is
                                   equal to the minimum authorised denomination
                                   for such Class A Notes, so produced or
                                   represented by the Voting Certificate so
                                   produced or in respect of which he is a Proxy
                                   or in respect of which he is a
                                   representative. Without prejudice to the
                                   obligations of the Proxies named in any Block
                                   Voting Instruction, any person entitled to
                                   more than one vote need not use all his votes
                                   or cast all the votes to which he is entitled
                                   in the same way. (b) A Proxy or
                                   representative need not be a relevant Class A
                                   Note Holder.

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                                                                              57
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PROXIES
                 12    (a)   Each Block Voting Instruction, together (if so
                             required by the Note Trustee) with proof
                             satisfactory to the Note Trustee of its due
                             execution on behalf of the Paying Agent or
                             Paying Agent, shall be deposited at the
                             specified office of the Trustee or at such
                             other place as the Note Trustee shall designate
                             or approve not less than 48 hours before the
                             time appointed for holding the meeting or
                             adjourned meeting at which the Proxy named in
                             the Block Voting Instruction proposes to vote
                             and in default the Block Voting Instruction
                             shall not be treated as valid unless the
                             chairman of the meeting decides otherwise
                             before such meeting or adjourned meeting
                             proceeds to business.  Unless otherwise agreed
                             by the Note Trustee, a notarially certified
                             copy of each such Block Voting Instruction and
                             such satisfactory proof (if applicable) shall
                             be deposited with the Note Trustee before the
                             commencement of the meeting or adjourned
                             meeting but the Note Trustee shall not thereby
                             be obliged to investigate or be concerned with
                             the validity of, or the authority of the Proxy
                             named in, any such Block Voting Instruction.

                       (b)   Any vote given in accordance with the terms of
                             a Block Voting Instruction shall be valid
                             despite the previous revocation or amendment of
                             the Block Voting Instruction or of any of the
                             relevant Class A Note Holders' instructions
                             pursuant to which it was executed, provided
                             that no intimation in writing of such
                             revocation or amendment shall have been
                             received from the Paying Agent or the Paying
                             Agent by the Trustee or the Note Trustee at the
                             specified office of the Trustee or the Note
                             Trustee or by the chairman of the meeting, in
                             each case not less then 48 hours before the
                             commencement of the meeting or adjourned
                             meeting at which the Block Voting Instruction
                             is intended to be used.

POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION
                 13    A meeting of the Class A Note Holders shall, subject to
                       the provisions contained in the Class A Note Conditions,
                       in addition to the powers set out in this schedule, but
                       without prejudice to any powers conferred on other
                       persons by this schedule or the Note Trust Deed, have the
                       following powers exercisable by Extraordinary Resolution
                       namely:

                       (a)   to authorise and request the Note Trustee to
                             direct the Security Trustee to enforce the
                             Global Master Security Trust Deed;

                       (b)   to sanction any proposal by the Trustee for any
                             modification, abrogation, variation, compromise of,
                             or arrangement in respect of, the rights of the
                             relevant Class A Note Holders or any of them
                             against the Trustee whether such rights shall arise
                             under the Class A Notes or otherwise;

                       (c)   to sanction any proposal by the Trustee for the
                             exchange or sale of the relevant Class A Notes
                             for, or substitution for the relevant Class A
                             Notes of, or the conversion of the relevant
                             Class A Notes into, or the cancellation of the
                             relevant Class A Notes in consideration of
                             bonds, debentures, debenture stock


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                                                                              58
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                             or other obligations or securities of the Trustee
                             or any other body corporate formed or to be formed
                             or cash or any combination of the above;

                       (d)   subject to the Note Trust Deed, to assent to any
                             modification of the provisions contained in the
                             relevant Class A Notes, the Agency Agreement, the
                             Note Trust Deed or this schedule which shall be
                             proposed by the Trustee or the Note Trustee;

                       (e)   to waive or authorise any breach or proposed
                             breach by the Trustee or Note Trustee of its
                             obligations under this deed;

                       (f)   to override any waiver by the Note Trustee of a
                             breach of any provisions of the Transaction
                             Documents or an Event of Default under the Global
                             Master Security Trust Deed;

                       (g)   to approve a person proposed to be appointed as a
                             new Note Trustee under the Note Trust Deed and
                             power to remove any trustee or trustees for the
                             time being thereof in relation to the relevant
                             Class A Notes;

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

                       (i)   to discharge or exonerate the Note Trustee from any
                             liability in respect of any act or omission for
                             which the Note Trustee may have become responsible
                             under the Note Trust Deed or under the relevant
                             Class A Notes;

                       (j)   to give any authority, direction or sanction which
                             under the relevant Class A Notes or the Note Trust
                             Deed is required to be given by Extraordinary
                             Resolution;

                       (k)   to appoint any persons (whether relevant Class
                             A Note Holders or not) as a committee or
                             committees to represent the interests of the
                             relevant Class A Note Holders and to confer
                             upon such committee or committees any powers or
                             discretions which the relevant Class A Note
                             Holders could themselves exercise by
                             Extraordinary Resolution,

                       (l)   subject to the Note Trust Deed, to alter, add
                             or modify the terms and conditions of the Class
                             A Notes or the provisions of any of the
                             Transaction Documents if the alteration,
                             addition or modification is, in the opinion of
                             the Note Trustee, materially prejudicial or
                             likely to be materially prejudicial to the
                             Class A Note Holders, other than to correct a
                             manifest error or ambiguity or to comply with
                             the law, and shall include any modifications
                             which would have the effect of changing the
                             Final Maturity Date.

                       provided that the special quorum provisions contained in
                       paragraphs 5(a) and 5(b) and, in the case of any
                       adjourned meeting, the proviso to


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                                                                              59
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                       paragraph 5(b) shall apply in relation to any
                       Extraordinary Resolution for the purpose of making a
                       modification which:

                       (i)   varies the date fixed for final maturity or
                             redemption of the relevant Class A Notes;

                       (ii)  reduces or cancels the principal amount of the
                             relevant Class A Notes or the rate of interest
                             applicable to the relevant Class A Notes;

                       (iii) alters the currency in which payments under the
                             relevant Class A Notes are to be made;

                       (iv)  varies the provisions in this schedule concerning
                             the quorum required for any meeting of the relevant
                             Class A Note Holders or the majority required to
                             pass an Extraordinary Resolution;

                       (v)   postpones the date for payment of interest or
                             the rate of interest applicable to a Class of
                             Notes; or

                       (vi)   amends this proviso in any manner.

BINDING EFFECT OF RESOLUTIONS
                 14    A resolution passed at a meeting of the relevant Class A
                       Note Holders duly convened and held in accordance with
                       this schedule is binding upon all the relevant Class A
                       Note Holders, whether present or not present at such
                       meeting, and each of the relevant Class A Note Holders
                       shall be bound to give effect thereto accordingly. The
                       passing of any such resolution shall be conclusive
                       evidence that the circumstances of such resolution
                       justify the passing of it.

MINUTES
                 15    Minutes of all resolutions and proceedings at every such
                       meeting shall be made and duly entered in books to be
                       from time to time provided for that purpose by the
                       Trustee or the Note Trustee and any such minutes, if
                       purporting to be signed by the chairman of the meeting at
                       which such resolutions were passed or proceedings
                       transacted or by the chairman of the next succeeding
                       meeting of the relevant Class A Note Holders, shall be
                       conclusive evidence of the matters referred to in the
                       minutes and until the contrary is proved every such
                       meeting in respect of the proceedings of which minutes
                       have been made and signed by the chairman shall be deemed
                       to have been duly held and convened and all resolutions
                       passed or proceedings transacted thereat to have been
                       duly passed and transacted.

SIGNED RESOLUTION
                 16    A resolution in writing signed by or on behalf of all the
                       holders of the Class A Notes shall be as valid and
                       effectual as an Extraordinary Resolution passed at a
                       meeting of such holders duly convened and held in
                       accordance with the provisions herein contained.

FURTHER REGULATIONS
                 17    Subject to all other provisions contained in this deed,
                       the Note Trustee may from time to time without the
                       consent of the Trustee or the


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                                                                              60
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                       relevant Class A Note Holders or any of them prescribe
                       such further regulations regarding the requisitioning and
                       holding of meetings of Class A Note Holders and
                       attendance and voting thereat and in relation to
                       resolutions in writing as the Note Trustee may in its
                       sole discretion determine including particularly (but
                       without prejudice to the generality of the foregoing)
                       such regulations and requirements as the Note Trustee
                       thinks reasonable:

                       (a)   so as to satisfy itself that persons who propose to
                             requisition a meeting in accordance with paragraph
                             2 or who propose to make any requisition to the
                             Note Trustee are in fact Class A Note Holders; and

                       (b)   as to the form of Voting Certificates or Block
                             Voting Instructions to be issued so as to satisfy
                             itself that persons who purport to attend or vote
                             at any meeting of Class A Note Holders are entitled
                             to do so.


<PAGE>


                                                                              61
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EXECUTION PAGE
--------------------------------------------------------------------------------

TRUSTEE

SIGNED, SEALED AND DELIVERED by      )
as attorney for PERPETUAL TRUSTEE    )
COMPANY LIMITED under power of       )
attorney dated                       )
                                     )
in the presence of:                  )
                                     )
 .................................    )
Signature of witness                 )
                                     )
 .................................    )
Name of witness (block letters)      )
                                     )
 .................................    )
Address of witness                   )      .................................
                                     )      By executing this deed the
 .................................    )      attorney states that the attorney
Occupation of witness                )      has received no notice of
                                     )      revocation of the power of
                                            attorney

TRUST MANAGER

SIGNED by                            )
on behalf of and SEALED AND          )
DELIVERED by ANZ CAPEL COURT         )
LIMITED in the presence of:          )
                                     )
 .................................    )
Signature of witness                 )
                                     )
 .................................    )
Name of witness (block letters)      )
                                     )
 .................................    )
Address of witness                   )
                                     )
 .................................    )      .................................
Occupation of witness                )      By executing this deed the
                                     )      signatory states that the
                                     )      signatory has received no notice
                                     )      of revocation of the authority
                                            under which this deed is executed



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                                                                              62
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NOTE TRUSTEE

SIGNED, SEALED AND DELIVERED by      )
as authorised signatory for THE      )
BANK OF NEW YORK, NEW YORK BRANCH    )
in the presence of:                  )
                                     )
 .................................    )
Signature of witness                 )
                                     )
 .................................    )
Name of witness (block letters)      )
                                     )
 .................................    )
Address of witness                   )
                                     )      .................................
 .................................    )      By executing this deed the
Occupation of witness                )      signatory states that the
                                     )      signatory has received no notice
                                     )      of revocation of the
                                            authorisation under which this
                                            deed is signed, sealed and
                                            delivered