<PAGE>

                                                                     Exhibit 4.1

                      -------------------------------------
                      DATED [.....] 2001





                                MASTER TRUST DEED
                            KINGFISHER MASTER TRUSTS



                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                        PERPETUAL TRUSTEE COMPANY LIMITED
                                   ("TRUSTEE")


















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

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


<PAGE>

                                                                               1

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CONTENTS               MASTER TRUST DEED
                       KINGFISHER MASTER TRUSTS
-------------------------------------------------------------------------------
<S>                                                                          <C>
                       PART A - INTERPRETATION                                 1

                       1     DEFINITIONS AND INTERPRETATION                    1

                             Definitions                                       1
                             Interpretation                                    1
                             Operation of Indemnities                          2

                       PART B - TRUSTS                                         2

                       2     THE TRUSTS                                        2

                             Trustee                                           2
                             Trust Manager                                     2
                             Declarations of trust                             2
                             Assets and liabilities to be kept separate        2

                       3     ESTABLISHMENT OF TRUSTS                           3

                             Establishment                                     3
                             No limit                                          3
                             Name of Trusts                                    3
                             Supplemental Deed                                 3
                             Servicer                                          3

                       4     DURATION AND TERMINATION OF THE TRUSTS            4

                             Commencement                                      4
                             Termination                                       4
                             Supplemental Deed                                 4
                             Final Distribution                                4

                       5     INTEREST OF NOTE HOLDERS AND UNITHOLDERS          4

                             Entitlement to a Trust                            4
                             Restrictions                                      5
                             Ranking                                           5

                       PART C - ASSETS                                         6

                       6     SELLER TRUST                                      6

                             Constitution of Seller Trust                      6
                             Declaration of Trust                              6
                             Entitlement                                       6
                             Dealing with assets                               6
                             Treatment of Shared Collateral                    7
                             Proceeds                                          8
                             Claw-Back                                         8
                             Duties                                            8
                             Indemnity                                         8
                             Termination                                       9
                             Transfer                                          9
                             Other liabilities                                 9
                             Shared Securities                                 9

                       7     ACQUISITION OF ASSETS FROM A SELLER               9
<PAGE>

                                                                               2
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                             Seller may make offer                            10
                             Requirements for a Sale Notice                   10
                             Offer                                            11
                             No obligation to offer or accept                 11

                       8     ACCEPTANCE OF A SALE NOTICE                      11

                             Acceptance of Sale Notice                        11
                             Binding agreement                                11
                             Transfer in equity only                          12
                             Sale not to amount to assumption of obligations  12
                             Future Receivables                               12
                             Adjustments                                      13

                       9     CONDITIONS PRECEDENT TO ACQUISITION OF ASSETS    13

                             Conditions precedent                             13
                             Benefit of Trustee                               14
                             Certifications                                   14

                       10    INVESTMENT OF THE TRUSTS GENERALLY               14

                             Trust Manager selects investments                14
                             Investment proposals                             15
                             Discretion of Trust Manager                      15
                             Trustee to act                                   15

                       11    ORIGINATION OF ASSETS                            16

                             Trust Manager's role                             16
                             Directions                                       16
                             Contingencies                                    16
                             Support Facilities                               16
                             Power                                            17
                             Relationship with Originator                     17
                             Origination and Management of Mortgage Loans     17
                             Enforcement of Rights                            17
                             Trust Manager will act as Originator             17

                       12    TRANSFERS BETWEEN TRUSTS                         17

                             Power                                            17
                             Direction by Trust Manager                       17
                             Required information                             18
                             Conditions to acceptance                         18
                             Effect of acceptance                             18
                             Transfers                                        18
                             Transfer of rights                               19
                             Adjustments                                      19

                       13    TITLE PERFECTION EVENT IN RESPECT OF A TRUST     19

                             Event                                            19
                             Perfection of title                              20
                             Power of Attorney                                20
                             Indemnity                                        20
                             Servicer                                         20
                             Seller Trust                                     20

                       PART E - BORROWINGS                                    21
<PAGE>

                                                                               3
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                       14    GENERAL                                          21

                             General                                          21
                             Dealer Agreement with respect to issue of Notes  21
                             Trust Manager's power                            21
                             Supplemental Deed                                22
                             Subscriptions                                    22
                             No liability                                     22
                             Location of Notes                                22

                       15    CONDITIONS PRECEDENT                             23

                             Conditions precedent                             23
                             Certification                                    24

                       16    TERMS OF ISSUE OF NOTES                          25

                             Notes                                            25
                             Characteristics                                  25
                             Entitlement                                      25

                       17    FURTHER CONDITIONS PRECEDENT TO THE ISSUE OF
                             NOTES                                            25

                             Issue Notice                                     25
                             No liability attaches to the Trust Manager       25
                             Requirements for an Issue Notice                 26
                             No issue of Issue Notice                         26

                       18    TRANSFER AND TRANSMISSION OF NOTES               27

                             No restriction on transfer                       27

                       19    REGISTER OF NOTE HOLDERS                         27

                             Register of Note Holders                         27

                       20    MEETINGS OF NOTE HOLDERS                         27

                       21    LIABILITY OF NOTE HOLDERS, SECURED CREDITORS AND
                             UNITHOLDERS                                      28

                             Liability limited                                28
                             Recourse limited                                 28

                       PART G - TRUST MANAGER                                 29

                       22    TRUST MANAGER                                    29

                             Powers                                           29
                             Obligations                                      29
                             Delegation                                       29
                             Act on expert advice                             30
                             No power to bind Trustee                         30
                             General covenants                                30
                             Reliance on advice                               31
                             Costs and expenses                               31
                             Legal costs                                      31
                             Representations and warranties                   31
                             Indemnities                                      32
                             Reporting                                        33
<PAGE>

                                                                               4
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                       23    TRUST MANAGER DEFAULT                            33

                             Trust Manager Default                            33
                             Removal                                          34
                             Trustee act as Trust Manager                     34
                             Retirement                                       34
                             Automatic Retirement                             35
                             Replacement Trust Manager                        35
                             Release                                          35
                             Change in terms of appointment                   35

                       PART H - TRUSTEE                                       36

                       24    TRUSTEE                                          36

                             Powers                                           36
                             General Duties                                   37
                             Interests of Secured Creditors and Unitholders   37
                             Delegation/Agency                                38
                             Indemnity of Trustee                             38
                             General business costs of Trustee                39
                             No restriction on action                         39
                             Act on expert advice                             39
                             Trustee's covenants 39 Limitation of liability
                             of Trustee and Trust Manager                     40
                             Limitation of liability of Trustee               41
                             Trustee not liable                               41
                             Dealing with instruments                         42
                             Proceedings in respect of a Trust                42
                             No liability for non-payment                     43
                             Breach of Consumer Credit Legislation            43
                             Legal costs                                      43
                             Clearing system                                  44
                             No supervision                                   44
                             Information                                      44
                             Trustee decisions                                44
                             Contents of documents                            44
                             No supervision                                   45
                             Information Memorandum                           45

                       25    TRUSTEE DEFAULT                                  45

                             Trustee Default                                  45
                             Notice from Trust Manager                        46
                             New trustee                                      46
                             Trustee's voluntary retirement                   46
                             Release                                          46
                             Settlement of amounts                            47

                       26    RIGHTS AND LIABILITIES OF TRUST MANAGER AND
                             TRUSTEE                                          47

                       PART I - ACCOUNTS, PAYMENTS, ETC                       48

                       27    BANK ACCOUNTS                                    48

                             Trust Account                                    48
                             Additional accounts                              48

<PAGE>

                                                                               5
--------------------------------------------------------------------------------
                             Signatories                                      48
                             Operation                                        48

                       28    CALCULATIONS AND PAYMENTS                        49

                             Methods of payment                               49
                             Cheques and notices                              49

                       29    COLLECTIONS                                      49

                             Collections belong to Trustee                    49
                             Appointment of Servicer as agent                 49
                             When received                                    50

                       30    CALCULATION AND APPLICATION OF EXPENSES AND
                             COLLECTIONS                                      50

                       31    INCOME AND DISTRIBUTIONS                         50

                             Collections                                      50

                       32    ACCOUNTS AND AUDIT                               51

                             Accounts                                         51
                             Audit                                            52
                             Removal of Auditor                               52
                             Terms of audit                                   52
                             Retirement                                       52
                             Remuneration                                     52

                       33    REMUNERATION AND EXPENSES                        52

                             Trust Manager fees                               52
                             Trustee fees                                     52
                             Expenses                                         52
                             GST                                              53

                       34    PART J - GENERAL PAYMENTS                        54

                             Payments generally                               54
                             No deduction                                     54

                       35    NOTICES                                          54

                             Notices                                          54
                             Initial addresses                                54
                             Deemed receipt                                   54
                             Notices to Unitholders and Secured Creditors     55
                             Late notice                                      55

                       36    AMENDMENTS TO THIS DEED                          55

                             Amending power                                   55
                             Note Holder consent                              56
                             Tax Reform                                       56

                       37    ALL PARTIES BOUND BY DEED                        57

                       38    MISCELLANEOUS                                    58

                             Disclosure of information                        58
                             Rights cumulative                                58
                             Signatures                                       58

                       39    GOVERNING LAW                                    58

<PAGE>

                                                                               6
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                             Governing Law                                    58
                             Submission to jurisdiction                       58
                             Service                                          58

                       40    LIMITED RECOURSE                                 59

                             Limitation on Trustee's liability                59
                             Claims against Trustee                           59
                             Breach of Trust                                  59
                             Acts or omissions                                59

                       SCHEDULE 1  NOTICE OF CREATION OF TRUST                61

                       SCHEDULE 2  SALE NOTICE                                62

                       SCHEDULE 3  RECEIVABLES TRANSFER DIRECTION             65

                       SCHEDULE 4  ISSUE NOTICE                               67

                       SCHEDULE 5  MEETINGS OF NOTE HOLDERS                   69
</TABLE>







<PAGE>

                                                                               1
--------------------------------------------------------------------------------
                       MASTER TRUST DEED
                       KINGFISHER MASTER TRUSTS

DATE:                  1 August 2000

PARTIES:               ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having
                       its registered office at Level 17, 530 Collins Street,
                       Melbourne, Victoria  ("TRUST MANAGER")
                       PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007)
                       having its registered office at Level 7, 39 Hunter
                       Street, Sydney ("TRUSTEE")

RECITALS:

                 A.    It is intended by this deed to provide for the future
                       establishment of Trusts.

                 B.    Each Trust will be established for the purpose of
                       originating or purchasing pools of Receivables and
                       financing those Receivables.

                 C.    The Trustee and the Trust Manager have agreed to act
                       as trustee and trust manager respectively of each of
                       the Trusts on the terms and conditions set out in this
                       deed.

                 D.    The Supplemental Deed for a Trust will specify the
                       Unitholders of the Trust and other supplemental terms
                       on which the Trust is held.

OPERATIVE PROVISIONS:

PART A - INTERPRETATION

1      DEFINITIONS AND INTERPRETATION

--------------------------------------------------------------------------------
DEFINITIONS
                 1.1   The following terms have the meaning set out below unless
                       the context otherwise requires:

                       DEFINITIONS SCHEDULE means the agreement called
                       "Kingfisher Master Trusts Master Definitions Schedule"
                       dated on or about the date of this deed and made between
                       the Trustee, the Trust Manager and P.T. Limited (ABN 67
                       004 454 666) as the Security Trustee.

INTERPRETATION
                 1.2   Except to the extent to which words and phrases are
                       otherwise defined in this deed, words and phrases defined
                       in the Definitions Schedule shall bear the same meaning
                       in this deed. In the event of any inconsistency between a
                       definition in this deed and a definition in the
                       Definitions Schedule, the definitions in this deed will
                       prevail. Any amendment to the Definitions Schedule will
                       only apply to this deed if that amendment has been made
                       in accordance with clause 36 of this deed.


<PAGE>

                                                                               2
--------------------------------------------------------------------------------
                 1.3   Clauses 1.2, 1.3, 1.4 and 1.5 of the Definitions Schedule
                       are incorporated in this deed as though they were set out
                       in full in it.

OPERATION OF INDEMNITIES
                 1.4   (a)   Each indemnity in this deed survives the expiry
                             or termination of this deed.

                       (b)   A party may recover a payment under an indemnity in
                             this deed before it makes a payment in respect of
                             which the indemnity is given.

PART B - TRUSTS

2      THE TRUSTS
--------------------------------------------------------------------------------
TRUSTEE
                 2.1   Provided that its appointment has not been terminated in
                       accordance with this deed and the relevant Supplemental
                       Deed, the Trustee is appointed and agrees to act as the
                       trustee of each Trust established under this deed with
                       effect from the date of constitution of the relevant
                       Trust, on the terms and conditions contained in this deed
                       and the relevant Supplemental Deed.

TRUST MANAGER
                 2.2   Provided that its appointment has not been terminated in
                       accordance with this deed and the relevant Supplemental
                       Deed, the Trust Manager is appointed and agrees to act as
                       the manager of each Trust established under this deed
                       with effect from the date of constitution of the relevant
                       Trust, on the terms and conditions of this deed and the
                       relevant Supplemental Deed.

DECLARATIONS OF TRUST
                 2.3   The Trustee declares that it will act as trustee in
                       respect of the Assets of each Trust with, and subject to,
                       the powers and conditions contained in this deed and the
                       relevant Supplemental Deed. The Trustee must, in respect
                       of each Trust, hold the Assets of that Trust on trust for
                       the Unitholders of that Trust on and subject to this deed
                       and the relevant Supplemental Deed.

ASSETS AND LIABILITIES TO BE KEPT SEPARATE
                 2.4   The Trustee must keep the Assets of each Trust separate
                       and must allocate to each Trust those Liabilities which
                       in the opinion of the Trust Manager, are properly
                       referable to that Trust (but subject to the terms of
                       clause 6.3). Subject to the provisions of this deed and
                       the relevant Supplemental Deed, the Trustee may pay out
                       of the relevant Trust (and/or make such provision as the
                       Trust Manager considers adequate) all Liabilities in
                       connection with a Trust.

3      ESTABLISHMENT OF TRUSTS
--------------------------------------------------------------------------------
ESTABLISHMENT
                 (a)   The Trust Manager may at any time create a Trust by
                             lodging with the Trustee:


<PAGE>

                                                                               3
--------------------------------------------------------------------------------
                             (i)   a Notice of Creation of Trust in the form set
                                   out in Schedule 1, or such other form as may
                                   be agreed from time to time by the Trustee
                                   and the Trust Manager, which relates to that
                                   Trust; and

                             (ii)  the sum of $10 to constitute the initial
                                   Assets of the Trust.

                       (b)   On satisfaction of clause 3.1(a) and execution of
                             the Notice of Creation of Trust by the Trustee, the
                             Trust referred to in the relevant Notice of
                             Creation of Trust shall be constituted.

                       (c)   The Trust Manager has sole and unfettered
                             discretion whether or not to create a particular
                             Trust.

NO LIMIT
                 3.2   There is no limit to the number of Trusts that may be
                       created.

NAME OF TRUSTS
                 3.3   Each Trust will have such name as the Trust Manager may
                       determine, notice of which it agrees to give to the
                       Trustee.

SUPPLEMENTAL DEED
                 3.4   A Supplemental Deed may specify provisions which are to
                       apply to the Trust constituted under the relevant Notice
                       of Creation of Trust in addition to, in place of, or by
                       way of amendment to, the provisions of this deed. Any
                       such additions, replacements or amendments apply only to
                       the Trust named in the Supplemental Deed. In the event of
                       any inconsistency between the terms of this deed and the
                       terms of the Supplemental Deed for a Trust, the
                       Supplemental Deed will prevail for the purposes of that
                       Trust.

SERVICER
                 3.5   A person approved by the Trust Manager may at any time
                       become a Servicer for the purposes of this deed and a
                       Trust by:

                       (a)   executing the Supplemental Deed for that Trust in
                             respect of which that person is the "Servicer" and
                             by executing a Master Servicer Deed; or

                       (b)   agreeing to act as a "Servicer" under the terms of
                             the Receivables Acquisition and Servicing Agreement
                             entered into by the Trustee, the Trust Manager and
                             that person in respect of the Trust.

                       Upon execution of such relevant documents by that person,
                       that person shall be a Servicer with respect to that
                       Trust for the purposes of this deed with all the rights
                       and obligations imposed on it as if it were a party to
                       this deed.


<PAGE>

                                                                               4
--------------------------------------------------------------------------------
4      DURATION AND TERMINATION OF THE TRUSTS
--------------------------------------------------------------------------------
COMMENCEMENT
                 4.1   A Trust commences on the date of its constitution
                       pursuant to clause 3.1.

TERMINATION
                 4.2   A Trust terminates:

                       (a)   on the earlier of:

                             (i)   the date which is 80 years after its date
                                   of constitution; and

                             (ii)  termination of the Trust under this deed
                                   or the relevant Supplemental Deed, statute
                                   or general law; or

                       (b)   at any time after the Borrowings in respect of that
                             Trust and any other creditors (including, without
                             limitation, the Secured Creditors) of the Trust
                             have been repaid in full and the Trust Manager
                             notifies the Trustee in writing that the Trust is
                             to be terminated,

                       such date being the TERMINATION DATE.

                       The provisions of this deed (including, without
                       limitation, the Trust Manager's obligations and clause
                       40) continue after the Termination Date of the Trust
                       until its winding up is completed.

                       Except in the period before the creation of the first
                       Trust, this deed will terminate if there are no Trusts in
                       existence at any time and the Trust Manager notifies the
                       Trustee in writing that this deed is to be terminated.

SUPPLEMENTAL DEED
                 4.3   The Trust Manager and the Trustee must realise the Assets
                       of a Trust on and after its Termination Date in
                       accordance with the provisions contained in the
                       Supplemental Deed for that Trust.

FINAL DISTRIBUTION
                 4.4   The net proceeds of realisation, after discharging or
                       providing for all Liabilities of a Trust (including any
                       contingent or potential liabilities) in accordance with
                       this deed and the relevant Supplemental Deed and meeting
                       the expenses (including anticipated expenses) of
                       termination, must be distributed in accordance with the
                       Supplemental Deed for that Trust.


5      INTEREST OF NOTE HOLDERS AND UNITHOLDERS
--------------------------------------------------------------------------------
ENTITLEMENT TO A TRUST
                 5.1   The beneficial interest in each Trust will be
                       constituted by the issue of:

                       (a) a Residual Capital Unit; and


<PAGE>

                                                                               5
--------------------------------------------------------------------------------
                       (b) a Residual Income Unit,

                       of that Trust in accordance with the relevant
                       Supplemental Deed. The beneficial interest of each Trust
                       is vested in the holders of the Residual Capital Unit and
                       the Residual Income Units of that Trust in accordance
                       with this deed and that relevant Supplemental Deed.

                 5.2   The rights and interests of the Residual Income
                       Unitholder, the Residual Capital Unitholder and the
                       Secured Creditors in respect of a Trust will be
                       determined in accordance with the relevant Supplemental
                       Deed.

RESTRICTIONS
                 5.3   No Unitholder in respect of a Trust is entitled (other
                       than as expressly provided in this deed or any other
                       Transaction Document in respect of that Trust) to:

                       (a)   interfere with any Trust or any rights or powers of
                             the Trust Manager, Trustee or a Servicer under this
                             deed or any other Transaction Document in respect
                             of that Trust;

                       (b)   exercise a right in respect of an Asset of any
                             Trust or lodge a caveat or other notice affecting
                             an Asset of any Trust or otherwise claim any
                             interest in an Asset of any Trust;

                       (c)   subject to the Transaction Documents for that
                             Trust, require the transfer to it of any Asset
                             of any Trust;

                       (d)   seek to terminate or wind up any Trust;

                       (e)   have any recourse whatsoever to the Trustee or the
                             Trust Manager in its personal capacity except in
                             the case of fraud, gross negligence or wilful
                             default on the part of the Trustee or the Trust
                             Manager; or

                       (f)   seek to remove the Trustee, the Trust Manager or
                             a Servicer.

                             However, nothing in this clause prevents a
                             Unitholder from:

                             (i)   exercising its rights in connection with
                                   any Transaction Document;

                             (ii)  taking proceedings to obtain an injunction
                                   or other order to restrain any breach of
                                   any Transaction Document; or

                             (iii) taking proceedings to obtain declaratory
                                   relief in relation to any Transaction
                                   Document.

RANKING
                 5.4   The rights of any Unitholder of a Trust at all times rank
                       after, and are subject to, the interests of the Secured
                       Creditors of that Trust including, without limitation, in
                       relation to any payment obligations in respect of the
                       Notes.


<PAGE>

                                                                               6
--------------------------------------------------------------------------------
PART C - ASSETS

6      SELLER TRUST
--------------------------------------------------------------------------------
CONSTITUTION OF SELLER TRUST
                 6.1   Subject to this clause 6, a Seller Trust is constituted
                       each time a Supplemental Deed which names a person as a
                       "Seller" in respect of the Trust to which that
                       Supplemental Deed relates is executed. The Seller Trust
                       Assets of each Seller Trust vest in the Trustee and are
                       held by the Trustee on and subject to this deed.

DECLARATION OF TRUST
                 6.2   The Trustee declares that it will hold all its right,
                       title and interest in the Seller Trust Assets of a Seller
                       Trust on bare trust for the relevant Seller.

                 6.3   With respect to:

                       (a)   a Trust, the Trustee will hold all of its right,
                             title and interest in so much of any Related
                             Security, Title Documents and Monetary Rights
                             for each Purchased Receivable from time to time
                             assigned to the Trustee as trustee of that Trust
                             (including, without limitation, the proceeds of
                             enforcement of that Purchased Receivable) as is
                             necessary to enable the full and final repayment
                             of all amounts owing by the Debtor in respect of
                             the Purchased Receivable, on trust for that
                             Trust; and

                       (b)   the Seller Trust, the Trustee will hold each other
                             Secured Liability and the balance (if any) of any
                             Related Securities, Title Documents and Monetary
                             Rights on trust for the relevant Seller Trust.

ENTITLEMENT
                 6.4   The beneficial interest in the Seller Trust Assets
                       relating to a Trust vests absolutely in the relevant
                       Seller.

DEALING WITH ASSETS
                 6.5   Subject to the terms of this deed and the relevant
                       Supplemental Deed:

                       (a)   the relevant Seller is entitled to deal with its
                             Seller Trust Assets in its absolute discretion;

                       (b)   the Trustee must not deal with the Seller Trust
                             Assets of any Seller Trust other than in accordance
                             with the directions given to it by the relevant
                             Seller from time to time; and

                       (c)   the Trustee must act in accordance with any
                             direction given to it by the Seller in respect
                             of its Seller Trust Assets,

                       except if the Trustee considers that it would be illegal
                       for the Trustee to do so, would constitute a breach of
                       any document, agreement or law or would result in the
                       Trustee's exposure to a risk of personal liability where
                       the Trustee is not satisfied, in its absolute discretion,
                       that the


<PAGE>

                                                                               7
--------------------------------------------------------------------------------
                       relevant Seller will be able to indemnify or reimburse
                       the Trustee in accordance with clause 6.11.

TREATMENT OF SHARED COLLATERAL
                 6.6   Where:

                       (a)   a Purchased Receivable forms part of a Trust;

                       (b)   an Other Secured Liability forms part of a
                             Seller Trust; and

                       (c)   the Related Security which secures the Purchased
                             Receivable also, in accordance of the terms of this
                             deed and the relevant Supplemental Deed, secures
                             the Other Secured Liability,

                       then all moneys received by a Seller, the Servicer, the
                       Trust Manager, or the Trustee or any receiver, receiver
                       and manager or attorney under or in relation to a
                       Purchased Receivable or any Other Secured Liability as a
                       result of the enforcement of a Purchased Receivable or
                       its Related Security shall be applied in accordance with
                       the directions of the Trust Manager and in the following
                       order of priority:

                       (d)   first, to meet all costs, charges and expenses of
                             the Trustee or the relevant mortgagee or any
                             receiver, receiver and manager or attorney incurred
                             in the enforcement of the Purchased Receivable and
                             its Related Security;

                       (e)   second, in satisfaction of amounts owing under
                             the Purchased Receivable, to be held on the
                             terms of the relevant Trust; and

                       (f)   third, as to any excess, in satisfaction of the
                             Other Secured Liability.

                       For the avoidance of doubt, the Seller acknowledges that:

                       (i)   it may not take any action that would restrict
                             or prevent the transfer of, and its consent will
                             not be required to transfer, Receivables and
                             Related Securities between Trusts, or from a
                             Trust to any other person, in accordance with
                             this deed and the relevant Supplemental Deed or
                             any other action which the Trustee may take in
                             respect of the Receivables or Related Securities
                             in accordance with this deed and the relevant
                             Supplemental Deed (provided that the other
                             Trust, or the other person, to whom the
                             Receivable and Related Security is transferred
                             is made aware of the existence of the interests
                             of the Seller in the Receivable and Related
                             Security);

                       (ii)  it will not, and has no right to, take any action
                             which may affect or restrict the ability of the
                             Trustee or the Security Trustee (or any receiver,
                             receiver and manager or attorney appointed by any
                             of them) to take any enforcement action in respect
                             of a Receivable and its Related Security. The
                             Seller will not demand, nor will it receive (or be
                             entitled to receive) any payment in respect of an
                             interest in the Related Security


<PAGE>

                                                                               8
--------------------------------------------------------------------------------
                             until all payments referred to in clauses 6.6(d)
                             and (e) have been paid in full; and

                       (iii) it may not direct the Trustee to take any action
                             with respect to a Seller Trust Asset that may
                             prejudice the interests of Unitholders and/or
                             Secured Creditors.

PROCEEDS
                 6.7   Subject to clause 6.6, a Seller may retain any proceeds
                       received by it from the Seller Trust Assets of its Seller
                       Trust.

                 6.8   Subject to clause 6.6, the Trustee must immediately pay
                       to or at the direction of the relevant Seller any
                       proceeds the Trustee receives in respect of the Seller
                       Trust Assets of that Seller Trust. Any such payment
                       constitutes a good discharge to the Trustee.

CLAW-BACK
                 6.9   The relevant Seller must immediately pay to or at the
                       direction of the Trustee any payments made erroneously by
                       the Trustee to the relevant Seller under clause 6.8.

DUTIES
                 6.10  (a)   The Trustee owes no fiduciary or other duties to
                             a Seller in respect of the Seller Trust Assets
                             of a Seller Trust other than as set out in this
                             clause.  The Trustee is not, in any event,
                             liable to a Seller for any loss to the Seller
                             Trust Assets of a Seller Trust as a result of
                             acting on the directions of that Seller or for
                             not acting as a result of that Seller failing to
                             give a direction to the Trustee.  The only
                             recourse of the Seller against the Trustee in
                             respect of a Seller Trust will be for any loss
                             suffered by the Seller to the extent that the
                             Trustee is guilty of fraud, gross negligence or
                             wilful default.

                       (b)   The Trustee has no liability to the Unitholders of
                             a Trust or to the Secured Creditors of a Trust for
                             acting on the directions of a Seller (or for not
                             acting, where a Seller fails to give a direction to
                             the Trustee) in respect of the Seller Trust Assets
                             that are referable to that Trust.

INDEMNITY
                 6.11  Without limiting any other indemnity to which the Trustee
                       is entitled, and subject to clause 6.12, the Seller
                       indemnifies the Trustee against any cost, expense, loss
                       or liability incurred by the Trustee as a result of any
                       dealing with the Seller Trust Assets by the Seller, the
                       Trustee complying with directions given to it by the
                       Seller in respect of any Seller Trust Assets or as a
                       result of not acting if the Seller gives it no direction.
                       The Seller must pay or reimburse the Trustee on demand
                       for all expenses payable in connection with this
                       indemnity. The provisions of clauses 24 and 40 apply to
                       the Seller Trust as if it were a "Trust".

                 6.12  The indemnity given by the Seller in clause 6.11 will not
                       apply to the extent that the relevant cost, expense, loss
                       or liability arises as a result of the Trustee's fraud,
                       gross negligence or wilful default.


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                                                                               9
--------------------------------------------------------------------------------
TERMINATION
                 6.13  Subject to this deed, a Seller Trust terminates when the
                       Trustee ceases to have any right to or interest in, the
                       Seller Trust Assets of that Seller Trust.

TRANSFER
                 6.14  If:

                       (a)   any Purchased Receivables and Related Securities
                             are transferred from a Trust to another Trust in
                             accordance with this deed or the Supplemental Deed
                             for a Trust; and

                       (b)   a Seller Trust exists in respect of any such
                               Related Securities,

                       then, subject to this deed, the Seller Trust in respect
                       of the relevant Related Securities will cease to exist in
                       respect of the Trust from which those Related Securities
                       are transferred and the Seller Trust established under
                       the Supplemental Deed for the Trust to which those
                       Related Securities are transferred will from that time
                       apply to those Related Securities. The consent or
                       approval of the relevant Seller is not required in
                       respect of such a transfer.

OTHER LIABILITIES
                 6.15  A Seller may provide additional or further financial
                       accommodation to a Debtor which is secured by a Related
                       Security (other than any such financial accommodation
                       provided in respect of a Purchased Receivable) which has
                       been assigned to a Trust after that assignment has taken
                       place. The definition of OTHER SECURED LIABILITY includes
                       that further financial accommodation.

SHARED SECURITIES
                 6.16  (a)   The Trustee must not, and the Trust Manager must
                             not direct the Trustee to, sell, transfer or
                             grant any Security Interest over any Shared
                             Security which is held by it partly as trustee
                             for a Trust or a Warehouse Trust, as the case
                             may be, and partly by it as trustee for the
                             relevant Seller Trust without notifying the
                             relevant transferee or holder of the Security
                             Interest of the existence of the interest of the
                             Seller as beneficiary of that Seller Trust in
                             that Shared Security.

                       (b)   The Seller (as beneficiary of the relevant
                             Seller Trust) has the power, in the case of a
                             Shared Security over Land, to lodge a caveat
                             over any Shared Security where the Trustee has,
                             in breach of clause 6.16(a) sold, transferred or
                             granted any Security Interest or the Seller
                             reasonably believes that the Trustee will sell,
                             transfer or grant any Security Interest.


7      ACQUISITION OF ASSETS FROM A SELLER
--------------------------------------------------------------------------------
                 7.1   The Trustee may acquire Receivables and Related
                       Securities from a Seller:
<PAGE>

                                                                              10
--------------------------------------------------------------------------------
                       (a)   pursuant to the terms of a Receivables
                             Acquisition and Servicing Agreement; or

                       (b)   pursuant to the terms of clauses 7 and 8 of this
                             deed.

                 7.2   Clauses 7.3 to 7.5 (inclusive) and clause 8 do not apply
                       to the acquisition of any Receivables and Related
                       Securities pursuant to a Receivables Acquisition and
                       Servicing Agreement.

SELLER MAY MAKE OFFER
                 7.3   If a Seller wishes to offer to assign to the Trustee, on
                       the terms of this deed, its right, title and interest in
                       and to Receivables and Related Securities, that Seller
                       may do so by giving to the Trustee (with a copy to the
                       Trust Manager) a Sale Notice substantially in the form of
                       Schedule 2 in relation to those Receivables and Related
                       Securities. A Sale Notice must be given no later than 5
                       Business Days (or such other period agreed between the
                       Seller, the Trustee and the Trust Manager) before the
                       date specified in the Sale Notice as the Closing Date for
                       that offer. A Sale Notice is irrevocable after 5:00 pm
                       (Sydney time) 3 Business Days before the proposed Closing
                       Date.

REQUIREMENTS FOR A SALE NOTICE

                 7.4   A Sale Notice must:

                       (a)   be in, or substantially in, the form of Schedule 2
                             and be executed by two Authorised Officers of the
                             relevant Seller, or be in such other form and
                             executed by such persons as are otherwise agreed
                             between the relevant Seller, the Trust Manager and
                             the Trustee;

                       (b)   be delivered to the Trustee and the Trust
                             Manager:

                             (i)   after the Trust to which it relates has
                                   been constituted in accordance with clause
                                   3 of this deed; and

                             (ii)  before the Termination Date in respect of
                                   that Trust;

                       (c)   specify the Trust to which the offer relates;

                       (d)   specify in writing the proposed Cut-Off Date and
                             the intended Closing Date;

                       (e)   specify the Purchase Price;

                       (f)   be accompanied by the details agreed between the
                             Trust Manager, the Seller and the Trustee in
                             respect of each Receivable and Related Security
                             referred to in the Sale Notice as being offered for
                             sale to the Trustee; and

                       (g)   confirm that all representations and warranties
                             made by the Seller in the Transaction Documents are
                             true and correct as at the date of the Sale Notice.


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                                                                              11
--------------------------------------------------------------------------------
OFFER
                 7.5   Once given, a Sale Notice constitutes an offer by the
                       Seller to assign to the Trustee in equity with effect
                       from the relevant Closing Date the Seller's right, title
                       and interest in and to:

                       (a)   each Receivable identified in the Sale Notice;

                       (b)   each Related Security in relation to each such
                             Receivable;

                       (c)   the Monetary Rights from time to time in
                             relation to each such Receivable;

                       (d)   any Title Documents from time to time in
                             relation to each such Receivable, and

                       (e)   any Other Secured Liability which is referable to a
                             Related Security referred to in paragraph (b).

NO OBLIGATION TO OFFER OR ACCEPT
                 7.6   Notwithstanding satisfaction of relevant conditions
                       precedent or any negotiations between a Seller and the
                       Trustee, nothing in this deed obliges:

                       (a)   a Seller to give a Sale Notice; or

                       (b)   the Trustee to accept the offer contained in a
                             Sale Notice,

                       and no contract for the sale and purchase of the items
                       referred to in clause 7.5 will arise unless and until the
                       Trustee accepts the offer contained in a Sale Notice in
                       accordance with this deed.

8      ACCEPTANCE OF A SALE NOTICE
--------------------------------------------------------------------------------
ACCEPTANCE OF SALE NOTICE
                 8.1   The Trustee may only accept the first Sale Notice in
                       accordance with this deed if the Trust Manager confirms
                       to it that the conditions precedent in clause 9.1 have
                       been satisfied. The Trustee may only accept the offer
                       contained in a Sale Notice in relation to all the
                       Receivables specified in it.

                 8.2   If directed to do so by the Trust Manager (in the form
                       agreed between the Trustee and the Trust Manager), the
                       Trustee must accept a Sale Notice pursuant to clause 8.1,
                       by, and only by, paying the Purchase Price to or at the
                       direction of the relevant Seller in Cleared Funds on the
                       relevant Closing Date.

BINDING AGREEMENT
                 8.3   Acceptance of a Sale Notice by the Trustee in accordance
                       with clause 8.2 will constitute:

                       (a)   a legal, valid and binding agreement between the
                             Seller and the Trustee on the terms contained in
                             this deed; and


<PAGE>

                                                                              12
--------------------------------------------------------------------------------
                       (b)   without any further act or instrument by the
                             parties, an immediate assignment in equity of the
                             Seller's entire right, title and interest in each
                             of the items referred to in clause 7.5 with effect
                             from the relevant Closing Date.

TRANSFER IN EQUITY ONLY
                 8.4   Unless otherwise specified, any sale, transfer or
                       assignment to the Trustee of the items referred to in
                       clause 7.5 is equitable only. Unless and until the
                       Trustee perfects its legal title to such items in
                       accordance with this deed and the relevant Supplemental
                       Deed, the Trustee must not:

                       (a)   take any steps to perfect its title to those
                             items; or

                       (b)   disclose any information in respect of any sale,
                             transfer or assignment, or give any notice to,
                             or communicate with, any Debtor or Security
                             Provider,

                       except in accordance with this deed and the relevant
                       Supplemental Deed. In the case of a Purchased Receivable
                       which is a Housing Loan, the Trustee must not lodge any
                       Transfer in respect of a Related Security with the land
                       titles office of any State or Territory of Australia
                       unless, and until, the Trustee declares that a Title
                       Perfection Event has occurred. In the case of any other
                       Purchased Receivable, the Trustee must not take any steps
                       to obtain legal title to that Receivable unless, and
                       until, the Trustee declares that a Title Perfection Event
                       has occurred. In the case of a Receivable which is a
                       Housing Loan, the Trustee may lodge a caveat if it has
                       actual notice of a Seller taking action which will, or is
                       likely to, adversely affect the Trustee's equitable
                       ownership of the Housing Loan and the Related Securities.

SALE NOT TO AMOUNT TO ASSUMPTION OF OBLIGATIONS
                 8.5   (a)   Any sale of Receivables and Related Securities,
                             or giving of a Security Interest over
                             Receivables, to the Trustee as contemplated by
                             this deed does not constitute an assumption by
                             the Trustee or the Trust Manager of any
                             obligation or liability of the Seller or of any
                             other person in relation to such Receivables and
                             the Related Securities or any other item
                             referred to in clause 7.5.  In particular, the
                             Seller retains the obligation to make such
                             further advances or provide such other financial
                             accommodation as the Seller was required to make
                             or provide under such Receivables.

                       (b)   If, after the sale of any Receivables and Related
                             Securities to the Trustee, the cashflows or
                             collections in respect of those Receivables or
                             Related Securities are adjusted or renegotiated in
                             any manner, the Trustee is the person who is
                             subject to the renegotiated or adjusted terms, and
                             not the Seller.

FUTURE RECEIVABLES
                 8.6   Without limiting the effect of any assignment of the
                       items referred to in clause 7.5 occurring upon the
                       Trustee accepting a Sale Notice in accordance with this
                       deed, the Seller's right, title and interest in respect
                       of any such items arising after the Closing Date form
                       part of


<PAGE>

                                                                              13
--------------------------------------------------------------------------------
                       the rights assigned to the Trustee and, immediately
                       following the making of any additional financial
                       accommodation under a Purchased Receivable, vest in the
                       Trustee in accordance with the assignment of those items
                       pursuant to this deed.

ADJUSTMENTS
                 8.7   Following the acceptance by the Trustee of a Sale Notice,
                       or following any transfer of Receivables and Related
                       Securities between Trusts in accordance with this deed
                       and the Supplemental Deeds for the relevant Trusts, the
                       Trust Manager shall calculate, and notify the Trustee of,
                       and the Trustee shall pay, the amount of:

                       (a)   any Accrued Interest Adjustment; and

                       (b)   any Principal Adjustment,

                       that may be due from the Trustee to the Seller, or from
                       one Trust to another Trust, at any time in accordance
                       with the provisions (if any) of the relevant Sale Notice
                       or the relevant Supplemental Deed (as the case may be).


9      CONDITIONS PRECEDENT TO ACQUISITION OF ASSETS
--------------------------------------------------------------------------------
CONDITIONS PRECEDENT
                 9.1   The Trustee must not acquire Receivables and Related
                       Securities from a Seller (whether pursuant to a
                       Receivables Acquisition and Servicing Agreement or
                       pursuant to this deed) unless and until the Trust Manager
                       advises the Trustee that the Trust Manager has received,
                       in form and substance reasonably satisfactory to the
                       Trust Manager, the following:

                       (a)   a certified copy of:

                             (i)   the constitution and certificate of
                                   incorporation of the relevant Seller;

                             (ii)  an extract of the minutes of a meeting of the
                                   board of directors of the relevant Seller
                                   authorising the power of attorney under which
                                   the Transaction Documents, to which the
                                   relevant Seller is a party, will be signed or
                                   such other authority and/or resolutions as
                                   the Trust Manager may require in the relevant
                                   Supplemental Deed;

                             (iii) the power of attorney under which the
                                   Transaction Documents to which it is a
                                   party have been executed by the Seller;

                       (b)   a certified list setting out in full the name and
                             specimen signature of each Authorised Officer
                             required by the relevant Seller and required by the
                             Trust Manager;

                       (c)   a legal opinion from legal advisers to the relevant
                             Seller dealing with, amongst other things, the
                             legally valid, binding


<PAGE>

                                                                              14
--------------------------------------------------------------------------------
                             and enforceable nature of the obligations of the
                             relevant Seller under the Transaction Documents to
                             which it is a party;

                       (d)   each Power of Attorney executed by the relevant
                             Seller;

                       (e)   any other conditions precedent as are specified
                             in the relevant Supplemental Deed have been
                             satisfied; and

                       (f)   the Trust which is to acquire the relevant
                             Receivables has been constituted in accordance with
                             this deed.

BENEFIT OF TRUSTEE
                 9.2   The conditions precedent set out in this clause 9 are for
                       the benefit of the Trustee as trustee of a Trust and any
                       of them may be waived by the Trust Manager of that Trust
                       in its absolute discretion having regard to its duties
                       and obligations to the relevant prospective and existing
                       Secured Creditors and the Unitholders of that Trust.

CERTIFICATIONS
                 9.3   Anything required to be certified under this clause must
                       be certified by the secretary or a director of the Seller
                       or the Trust Manager (as the case may be) as being true
                       and complete as at a date no earlier than the date of
                       issue of the relevant Sale Notice.


10     INVESTMENT OF THE TRUSTS GENERALLY
--------------------------------------------------------------------------------
TRUST MANAGER SELECTS INVESTMENTS
                 10.1  Subject to the terms of this deed:

                       (a)   the Trust Manager alone shall have absolute and
                             uncontrolled discretion to determine, and it shall
                             be the duty of the Trust Manager to:

                             (i)   recommend or propose in writing to the
                                   Trustee (which may be under a Supplemental
                                   Deed), the manner in which any moneys
                                   forming part of a Trust shall be invested
                                   and what purchases, sales, transfers,
                                   exchanges, collections, realisations or
                                   alterations of Assets shall be effected
                                   and when and how the same should be
                                   effected; and

                             (ii)  give to the Trustee all directions which
                                   the Trustee may desire in relation to the
                                   above matters; and

                       (b)   it shall be the role of the Trustee to give
                             effect to all such recommendations or proposals
                             of the Trust Manager as are communicated by the
                             Trust Manager to the Trustee in accordance with
                             this clause, but the Trust Manager may not give
                             any direction to the Trustee which conflicts
                             with the terms of the Trust, including the
                             Supplemental Deed for that Trust.


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                                                                              15
--------------------------------------------------------------------------------
INVESTMENT PROPOSALS
                 10.2  Subject to clause 9 and to clause 10.4, the Trust Manager
                       shall from time to time give to the Trustee of a Trust a
                       proposal for an investment in property which is to
                       constitute Assets of that Trust and for the sale,
                       transfer or other realisation of or dealing with the
                       Assets of that Trust. Each proposal must:

                       (a)   be in writing in a form agreed between the
                             Trustee and the Trust Manager;

                       (b)   specify the Assets to be purchased, sold,
                             transferred or originated;

                       (c)   specify the action (if any) to be taken by the
                             Trustee to give effect to it;

                       (d)   contain a certification by the Trust Manager that
                             the giving effect to the proposal by the Trustee
                             will be in accordance with this deed;

                       (e)   specify the price to be paid for the Asset or, in
                             the case of a loan to be made by or financial
                             accommodation to be provided to the Trustee, the
                             amount of the loan or the accommodation;

                       (f)   specify to whom any amount is payable under
                             paragraph (e), or if an Asset is to be acquired
                             from a Trust, the name of that Trust; and

                       (g)   contain all other information which the Trustee may
                             reasonably require to satisfy itself that
                             certification is correct and to give effect to the
                             proposal.

                       This clause does not apply to an investment by the
                       Trustee in any Asset which is originated by the Trustee
                       under an Origination and Management Deed.

DISCRETION OF TRUST MANAGER
                 10.3  The Trust Manager shall have the fullest discretion to
                       recommend in the proposal the time and mode of and the
                       broker, contractor or agent (if any) to be engaged in the
                       implementation of the proposal including the right to
                       recommend a postponement for so long as the Trust Manager
                       in its discretion shall think fit.

TRUSTEE TO ACT
                 10.4  Subject to this deed, on receipt of any written proposal
                       by the Trust Manager under clause 10.2, the Trustee:

                       (a)   must comply with that proposal in accordance
                             with this deed unless the Trustee considers that
                             it would be illegal for the Trustee to do so,
                             would constitute a breach of any fiduciary duty
                             in respect of the Trust or of any document,
                             agreement or law or would result in the
                             Trustee's exposure to a risk of personal
                             liability where the Trustee is not satisfied
                             (acting reasonably) that it will be adequately
                             indemnified or


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                                                                              16
--------------------------------------------------------------------------------
                             reimbursed for any cost, expense, loss or liability
                             which it will or may incur as a result of complying
                             with such proposal; and

                       (b)   may rely upon the recommendations and advice of the
                             Trust Manager with respect to any such proposal,
                             without being under a duty to make any inquiries or
                             to make any assessments or judgment in relation to:

                             (i)   the merits of the proposal; or

                             (ii)  whether the proposed investment is an
                                   Authorised Investment or is otherwise
                                   permitted under or complies with this deed.
                                   Subject to this deed, the Trustee must not
                                   make or acquire an investment if it knows
                                   that it is not an Authorised Investment or
                                   that it does not comply with this deed.


11     ORIGINATION OF ASSETS
--------------------------------------------------------------------------------
TRUST MANAGER'S ROLE
                 11.1  The Trust Manager must ensure that sufficient Assets of
                       each Trust are in cash to enable the Trustee to give
                       effect to the Trust Manager's decisions. The Trustee must
                       not acquire or dispose of any Asset of a Trust except as
                       directed by the Trust Manager.

DIRECTIONS
                 11.2  Subject to any Origination and Management Deed and the
                       relevant Supplemental Deed, the Trust Manager must give
                       the Trustee a direction in writing for the investment of
                       any of the Assets of a Trust in any Receivable, Related
                       Securities or Authorised Investments and as to the
                       origination, sale, transfer, exchange or alteration of
                       any Receivable, Related Security or Authorised Investment
                       (including, without limitation, standing or general
                       directions in relation to the above). The Trustee must
                       exercise any voting rights in respect of Authorised
                       Investments in such manner as the Trust Manager directs
                       from time to time.

CONTINGENCIES
                 11.3  If an investment proposed by the Trust Manager involves
                       the Trustee incurring any material liability (in the
                       reasonable opinion of the Trustee) or any additional
                       liability that may exceed the Net Assets of the Trust,
                       then the Trustee need not give effect to the Trust
                       Manager's decision unless the Trustee's liability is
                       limited in a manner which is consistent with clause 40.

SUPPORT FACILITIES
                 11.4  The Trustee shall, in relation to any Trust, on the prior
                       direction of the Trust Manager enter into, or acquire and
                       perform, any Support Facility or Hedging Arrangement on
                       such terms and conditions as are reasonably required by
                       the Trust Manager and set out in the relevant
                       Supplemental Deed.


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                                                                              17
--------------------------------------------------------------------------------
POWER
                 11.5  The Trustee and the Trust Manager have the power to enter
                       into one or more Origination and Management Deeds to
                       appoint Originators on such terms and conditions as the
                       Trust Manager and the Trustee think fit.

RELATIONSHIP WITH ORIGINATOR
                 11.6  An Originator, in performing its duties and obligations
                       under an Origination and Management Deed, shall be acting
                       as an independent contractor only and not as a delegate
                       or agent of either the Trustee, the Servicer or the Trust
                       Manager unless expressly provided otherwise in the
                       relevant Origination and Management Deed.

ORIGINATION AND MANAGEMENT OF MORTGAGE LOANS
                 11.7  All Receivables and Related Securities must be entered
                       into in accordance with the relevant Origination and
                       Management Deed.

ENFORCEMENT OF RIGHTS
                 11.8  Each of the Trustee (at the direction of the Trust
                       Manager) and the Trust Manager shall exercise any rights
                       arising against an Originator that it has as a result of
                       a breach by the Originator of its obligations under an
                       Origination and Management Deed (and of which the Trustee
                       or the Trust Manager respectively is actually aware) in a
                       manner, and to the extent, that is consistent with their
                       obligations and duties under this deed.

TRUST MANAGER WILL ACT AS ORIGINATOR
                 11.9  If the appointment of an Originator to manage any
                       Receivables and Related Securities is terminated under an
                       Origination and Management Deed, the Trust Manager shall
                       appoint another person which is acceptable to the Trustee
                       to manage the relevant Receivables and Related Securities
                       and, failing such appointment, the Trust Manager shall
                       itself manage those Receivables and Related Securities.


12     TRANSFERS BETWEEN TRUSTS
--------------------------------------------------------------------------------
POWER
                 12.1  The Trustee, as trustee of a Trust, has power to
                       originate, acquire or dispose of Receivables and Related
                       Securities in accordance with this deed and the
                       Supplemental Deed relating to that Trust.

DIRECTION BY TRUST MANAGER
                 12.2  The Trust Manager may, from time to time, direct the
                       Trustee to:

                       (a)   acquire Receivables and Related Securities from
                             another Trust in accordance with the Supplemental
                             Deed for the first Trust using the proceeds of
                             Borrowings of that Trust and/or other funds
                             available to that Trust; or

                       (b)   dispose of Receivables and Related Securities to
                             a Relevant Acquirer (as hereinafter defined),

                       by means of a Receivables Transfer Direction.


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                                                                              18
--------------------------------------------------------------------------------
REQUIRED INFORMATION
                 12.3  A Receivables Transfer Direction must comply with the
                       requirements of this deed and the relevant Supplemental
                       Deed and include all relevant details relating to:

                       (a)   the purchaser of the Receivables and the Related
                             Securities (in this clause, the "RELEVANT
                             ACQUIRER");

                       (b)   the Trust which is selling the Receivables and
                             Related Securities;

                       (c)   the Receivables and Related Securities subject
                             to the direction;

                       (d)   the Cut-Off Date and the Closing Date for the
                             Receivables;

                       (e)   the amount and source of the Borrowings to be
                             raised to enable the Trustee to acquire the
                             Receivables and the Related Securities (where
                             applicable) or, if not a Borrowing, the source of
                             funds; and

                       (f)   the Purchase Price.

CONDITIONS TO ACCEPTANCE
                 12.4  The Trustee will not act on a Receivables Transfer
                       Direction unless the direction complies with the
                       requirements of clause 12.3 of this deed and any other
                       requirements specified in the relevant Supplemental Deed.

                 12.5  If the Trustee accepts a Receivables Transfer Direction
                       under clause 12.2, the Trust Manager shall do everything
                       reasonably necessary to enable the Trustee to implement
                       that Receivables Transfer Direction.

EFFECT OF ACCEPTANCE
                 12.6  If the Trustee complies with a Receivables Transfer
                       Direction under clause 12.2 to acquire Receivables and
                       Related Securities, it shall (acting on the direction of
                       the Trust Manager):

                       (a)   pay the Purchase Price to acquire the
                             Receivables and Related Securities; and

                       (b)   acquire the Receivables and Related Securities,

                       and otherwise comply with the Receivables Transfer
                       Direction.

TRANSFERS
                 12.7  A transfer shall take place under a Receivables Transfer
                       Direction, or by such other method as the Trustee and the
                       Trust Manager may determine or as required in a
                       Transaction Document.

                 12.8  Upon payment of the agreed Purchase Price (as adjusted in
                       accordance with the terms of the sale):

                       (a)   by the Trustee as trustee of the acquiring
                             Trust, the Trustee as trustee of the acquiring
                             Trust will hold automatically, by virtue of this
                             deed and without any further act or instrument
                             or other


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                                                                              19
--------------------------------------------------------------------------------
                             thing being done or brought into existence, the
                             benefit of all Purchased Receivables of that Trust
                             transferred to it by the Trustee as trustee of the
                             disposing Trust (together with the benefit of all
                             Support Facilities and Hedging Arrangements which
                             the Trustee and the Trust Manager agree are to be
                             transferred, and all other rights and entitlements
                             relating to the relevant Receivables); or

                       (b)   by the Relevant Acquirer, the Trustee as trustee of
                             the disposing Trust will treat the Purchased
                             Receivable as having been repaid in full by that
                             payment.

                 12.9  The Receivables Transfer Direction or other method of
                       transfer (as the case may be) may, if so agreed between
                       the Trustee and the Trust Manager, provide:

                       (a)   that the Trustee, the Servicer or the transferor of
                             the Purchased Receivables which are the subject of
                             the transfer shall give for the benefit of the
                             acquiring Trust specified representations,
                             warranties and undertakings in relation to the
                             Purchased Receivables; and

                       (b)   for the effect of any breach of a
                             representation, warranty or undertaking referred
                             to in paragraph (a).

TRANSFER OF RIGHTS
                 12.10 When Purchased Receivables are transferred from a Trust,
                       the rights and benefits of the Trustee, and the rights of
                       indemnity or reimbursement of the Trustee with respect to
                       that Trust in respect of the Purchased Receivables
                       (including, without limitation, any representation,
                       warranty, covenant or undertaking in favour of that
                       party) are also transferred, with effect from the date of
                       transfer, for the benefit of the acquiring Trust.

ADJUSTMENTS
                 12.11 Following a transfer of Purchased Receivables from a
                       Trust to any person (including, without limitation,
                       another Trust), the Trust Manager shall calculate, and
                       notify the Trustee of, and the Trustee shall pay, the
                       amount of any Accrued Interest Adjustment and any
                       Principal Adjustment relating to those Receivables that
                       may be due from one Trust to another Trust or other
                       person at any time in accordance with the provisions (if
                       any) of the relevant Supplemental Deed or the relevant
                       Receivables Transfer Direction (as the case may be).

PART D - TITLE PERFECTION EVENTS

13     TITLE PERFECTION EVENT IN RESPECT OF A TRUST
--------------------------------------------------------------------------------
EVENT
                 13.1  If the Trustee has notice that a Title Perfection Event
                       has occurred and is subsisting in respect of a Trust, the
                       Trustee must, by giving written notice to the Seller, the
                       Servicer, the Trust Manager and each Designated Rating
                       Agency, declare that a Title Perfection Event has



<PAGE>

                                                                              20
--------------------------------------------------------------------------------
                       occurred in respect of that Trust. The Trust Manager must
                       notify the Trustee as soon as practicable after becoming
                       aware that a Title Perfection Event has occurred.

PERFECTION OF TITLE
                 13.2  If, and only if, a declaration is made by the Trustee in
                       accordance with clause 13.1 in respect of the relevant
                       Trust, the Trustee and the Trust Manager must as soon as
                       practicable take all necessary steps to protect the
                       Trustee's interest in, and title to, the Purchased
                       Receivables and Related Securities forming part of the
                       Assets of that Trust, including:

                       (a)   the execution (where necessary, executed under the
                             Power of Attorney) and lodgment of Transfers or
                             caveats with the land titles office of the
                             appropriate jurisdiction;

                       (b)   give notice to the relevant Debtors and Security
                             Providers of the sale of the relevant Purchased
                             Receivables and Related Securities;

                       (c)   give notice of its interest in, and title to,
                             the relevant Purchased Receivables and Related
                             Securities to any other interested person; and

                       (d)   require each relevant Debtor to make all payments
                             in respect of the relevant Purchased Receivables to
                             the Collections Account.

POWER OF ATTORNEY
                 13.3  The Trustee must only use the Power of Attorney granted
                       to it in respect of a Trust in the manner contemplated by
                       clause 13.2 if it has declared that a Title Perfection
                       Event has occurred in accordance with clause 13.

INDEMNITY
                 13.4  The Seller indemnifies the Trustee against all
                       liabilities, loss, costs, charges and expenses incurred
                       by the Trustee in protecting the Trustee's interest in,
                       and title to, the Receivables and Related Securities
                       after a Title Perfection Event has occurred in respect of
                       the relevant Trust, including all registration fees,
                       stamp duty, legal fees and disbursements, and the cost of
                       preparing and transmitting all necessary documentation.

SERVICER
                 13.5  Subject to the terms of the relevant Supplemental Deed,
                       any relevant Master Servicer Deed and any relevant
                       Receivables Acquisition and Servicing Agreement, the
                       Servicer will continue to act in its capacity as Servicer
                       of a Trust after a Title Perfection Event has occurred in
                       respect of that Trust.

SELLER TRUST
                 13.6  Following a declaration in accordance with clause 13.1 in
                       respect of a Trust, the Trustee must continue to hold its
                       interest in the Seller Trust Assets which relate to that
                       Trust in accordance with this deed.


<PAGE>

                                                                              21
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PART E - BORROWINGS

14     GENERAL

--------------------------------------------------------------------------------
GENERAL
                 14.1  Subject to the provisions of this deed and the relevant
                       Supplemental Deed, the Trustee, at the written request of
                       the Trust Manager (in the form agreed between the Trustee
                       and the Trust Manager), and in respect of a Trust, must
                       Borrow in accordance with this deed and the relevant
                       Supplemental Deed for the purpose of, or ancillary to,
                       the settlement, origination or acquisition of Receivables
                       and Related Securities or to enable the Trustee to
                       continue to fund its holding in Receivables and Related
                       Securities. A Borrowing may take the form of an issue of
                       Notes in accordance with the terms of this deed and the
                       relevant Supplemental Deed or may be made under a
                       Warehouse Facility Agreement.

                       The terms of any Borrowing in respect of a Trust will be
                       governed by this deed, the relevant Supplemental Deed (as
                       the same may be amended from time to time) and any
                       Warehouse Facility Agreement which relates to that Trust
                       or any other document.

DEALER AGREEMENT WITH RESPECT TO ISSUE OF NOTES
                 14.2  The Trustee has power, on the recommendation of the Trust
                       Manager, to enter into a Dealer Agreement on terms upon
                       which the Trustee can agree in advance to issue Notes on
                       an Issue Date if the Trustee has received written notice
                       from the Trust Manager confirming:

                       (a)   that all relevant conditions precedent have been
                             satisfied; or

                       (b)   that arrangements have been entered into so that
                             the Trust Manager has reasonable grounds to expect
                             that the matters referred to in paragraph (a) will
                             occur on or prior to the Issue Date.

TRUST MANAGER'S POWER
                 14.3  The Trust Manager has the power to:

                       (a)   negotiate the terms and conditions of the issue
                             of Notes;

                       (b)   accept the terms and conditions of that issue of
                             Notes with any Lead Manager or Panel Member for the
                             issue of Notes and bind the Trustee to the issue of
                             Notes on those terms and conditions; and

                       (c)   direct the Trustee to issue Notes on those terms
                             and conditions.

                       However, the Trust Manager's power to act and bind the
                       Trustee in accordance with this clause is conditional on
                       the Trustee being satisfied with the terms and conditions
                       of the issue of Notes including the terms and conditions
                       dealing with the personal liability of the Trustee.


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                                                                              22
--------------------------------------------------------------------------------
SUPPLEMENTAL DEED
                 14.4  Where the Borrowing takes the form of an issue of Notes,
                       the Supplemental Deed for the relevant Trust must (where
                       relevant) provide for, amongst other things, the
                       following:

                       (a)   the total number and name of the Notes to be
                             issued, and the Class of the Notes (if any) or the
                             basis upon which Notes are to be issued from time
                             to time in respect of that Trust;

                       (b)   the Cashflow Allocation Methodology for that
                             Trust;

                       (c)   the Face Value of the Notes;

                       (d)   the Coupon Rate in respect of each Class of
                             Notes;

                       (e)   the Payment Dates in respect of the Trust; and

                       (f)   the final maturity date of the Notes.

SUBSCRIPTIONS
                 14.5  Subscriptions for Notes must be made in accordance with
                       such form as is agreed between the Trust Manager and the
                       Trustee. Upon receipt of a duly completed subscription
                       form and the Issue Price for the Notes, the Trustee must
                       subject to this deed:

                       (a)   issue the Notes in accordance with the relevant
                             Issue Notice;

                       (b)   where the Notes are Registered Notes, issue
                             within 10 Business Days an Acknowledgment to the
                             subscriber in respect of the Notes;

                       (c)   where the Notes are Registered Notes, enter into
                             the Register of Note Holders the details of the
                             subscriber as contained in the subscription form;
                             and

                       (d)   where the Notes are Bearer Notes, issue those
                             Bearer Notes in accordance with the Note Trust Deed
                             and the Supplemental Deed for the relevant Trust.

NO LIABILITY

                 14.6  In no circumstances will the Trustee or the Trust Manager
                       be obliged to issue or procure the issue of Notes if the
                       Trustee has not received sufficient applications for the
                       Notes and payment in full in Cleared Funds of the
                       subscription amount for the Notes. If insufficient moneys
                       are raised on a proposed Issue Date for their intended
                       purpose in accordance with this deed, neither the Trustee
                       nor the Trust Manager shall have any obligation or
                       liability to any person (including, without limitation,
                       each other or any intending Note Holder) to issue the
                       Notes or incur any other liability for any costs, loss or
                       liabilities incurred in connection with the failure to
                       issue the Notes (other than the return of any application
                       moneys) or acquire or fund any Receivables.


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                                                                              23
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LOCATION OF NOTES
                 14.7  The property in Notes is regarded as situated at the
                       place where the Register of Note Holders on which those
                       Notes are recorded is located.


15     CONDITIONS PRECEDENT
--------------------------------------------------------------------------------
CONDITIONS PRECEDENT
                 15.1  The Trust Manager must not direct the Trustee to issue
                       any Notes on an Issue Date in relation to a Trust unless:

                       (a)   the relevant Trust has been constituted
                             according to this deed;

                       (b)   the Master Security Trust Deed or Global Master
                             Security Trust Deed (as applicable) has been
                             executed and remains in force;

                       (c)   the Trustee has, if required, granted a first
                             ranking charge to the Security Trustee over the
                             Assets of that Trust by executing a Deed of Charge
                             for the benefit of the Secured Creditors of that
                             Trust;

                       (d)   in relation to any issue of Notes, on or before
                             the third Business Day before the Issue Date (or
                             such other period as the Trustee and Trust
                             Manager may agree), the Trust Manager directs
                             (in the form agreed between the Trustee and the
                             Trust Manager) the Trustee to issue Notes and
                             (where applicable) has provided a Receivables
                             Transfer Direction or a Sale Notice, and an
                             Issue Notice, for that Trust to the Trustee;

                       (e)   it is satisfied that any offer for the issue, or
                             any invitation to apply for the issue, of:

                             (i)   the Notes:

                                   (A)    is an offer of securities for issue,
                                          or is an invitation to apply for the
                                          issue of securities, which does not
                                          need disclosure to investors under
                                          Part 6D.2 of Chapter 6 of the
                                          Corporations Law; and

                                   (B)    is made pursuant to an exemption
                                          from or is not subject to, the
                                          registration requirements of the
                                          Securities Act; or

                             (ii)  at the time the direction is issued, the
                                   Notes comply with:

                                   (A)    the Financial Services Act, 1986
                                          (United Kingdom), all regulations made
                                          under or in relation to that Act and
                                          the Public Offers of Securities
                                          Regulations 1995;

                                   (B)    the Securities Act, all regulations
                                          made thereunder and all other laws or
                                          regulations of


<PAGE>

                                                                              24
--------------------------------------------------------------------------------
                                          any jurisdiction of the United States
                                          of America regulating the offer or the
                                          issue of, or the subscription for, the
                                          Notes; and

                                   (C)    any other relevant laws; and

                       (f)   it is satisfied that all other conditions precedent
                             to the issuing of Notes on that Issue Date referred
                             to in the relevant Supplemental Deed have been
                             satisfied.

                 15.2  The Trust Manager must not make on behalf of the Trustee,
                       or direct the Trustee to make, the first drawing under a
                       Warehouse Facility Agreement in relation to a Warehouse
                       Trust unless:

                       (a)   the relevant Warehouse Trust has been
                             constituted according to this deed;

                       (b)   the Master Security Trust Deed or Global Master
                             Security Trust Deed (as applicable) has been
                             executed and remains in force;

                       (c)   the Trustee has, if required, granted a first
                             ranking charge to the Security Trustee over the
                             Assets of that Warehouse Trust by executing a Deed
                             of Charge for the benefit of the Secured Creditors
                             of that Warehouse Trust; and

                       (d)   it is satisfied that all other conditions precedent
                             referred to in the relevant Supplemental Deed or
                             the relevant Warehouse Facility Agreement have been
                             satisfied.

CERTIFICATION
                 15.3  An Issue Notice must be accompanied by a certification by
                       the Trust Manager that:

                       (a)   it expects the revenue which the Debtors have
                             contracted to pay under the Receivables which are
                             assets of the Trust will be sufficient to enable
                             the Trustee to meet the expenses of the Trust and
                             the amounts due to the Secured Creditors of that
                             Trust as and when they fall due;

                       (b)   the terms of this deed with respect to the proposed
                             issue or drawing have been, and will on the Issue
                             Date or the date of the drawing continue to be,
                             complied with;

                       (c)   the acquisition of the Receivables (if any) and the
                             characteristics of the Receivables are consistent
                             with all information memoranda, notices, reports,
                             statements and the like given to Secured Creditors;
                             and

                       (d)   assuming that all parties to all Transaction
                             Documents relating to the relevant Trust, and all
                             obligors in respect of the Assets of that Trust
                             comply in full with their respective obligations
                             under the relevant agreements or arrangement
                             entered into with the Trustee, and having regard
                             to:


<PAGE>

                                                                              25
--------------------------------------------------------------------------------
                             (i)   the terms of those agreement or
                                   arrangements (including without
                                   limitation, the Transaction Documents);

                             (ii)  the terms of the Receivables;

                             (iii) the anticipated Liabilities of that Trust;
                                   and

                             (iv)  all other information available to the
                                   Trust Manager,

                             the Trustee will have available to it sufficient
                             funds to enable it to comply with its obligations
                             under the Transaction Documents in respect of that
                             Trust.


16     TERMS OF ISSUE OF NOTES
--------------------------------------------------------------------------------
NOTES
                 16.1  The number and Class of Notes to be issued by the Trustee
                       for a Trust on an Issue Date for that Trust will be
                       determined by the Trust Manager in accordance with this
                       deed and the Supplemental Deed and notified to the
                       Trustee in the relevant Issue Notice.

CHARACTERISTICS
                 16.2  Each Class of Notes will have the characteristics
                       specified in the relevant Supplemental Deed and, in the
                       case of Bearer Notes, the relevant Note Trust Deed
                       (including the Conditions).

ENTITLEMENT
                 16.3  Subject to the terms of this deed and the other
                       Transaction Documents for the relevant Trust:

                       (a)   each entry in the Register of Note Holders for
                             the Trust in respect of a Registered Note
                             relating to the Trust; and

                       (b)   in relation to each Bearer Note relating to the
                             Trust, that Bearer Note,

                       constitutes an independent and separate acknowledgment to
                       the relevant Note Holders or Note Owners, as the case may
                       be, by the Trustee of its indebtedness as trustee of the
                       Trust for the Invested Amount of that Note, together with
                       the other rights given to Note Holders and the Note
                       Owners under this deed, the Supplemental Deed for the
                       relevant Trust, the Master Security Trust Deed or Global
                       Master Security Trust Deed (as the case may be), the Deed
                       of Charge in respect of the relevant Trust and (in
                       relation to a Bearer Note) the Note Trust Deed and the
                       Conditions for the relevant Trust.


<PAGE>

                                                                              26
--------------------------------------------------------------------------------
17     FURTHER CONDITIONS PRECEDENT TO THE ISSUE OF NOTES
--------------------------------------------------------------------------------
ISSUE NOTICE
                 17.1  The Trust Manager must prepare an Issue Notice which
                       meets the requirements of, and contains the information
                       set out in, Schedule 4 and deliver it to the Trustee no
                       later than three Business Days before the proposed Issue
                       Date for any Notes (or such shorter period as the Trustee
                       and the Trust Manager may agree).

NO LIABILITY ATTACHES TO THE TRUST MANAGER
                 17.2  The Trust Manager shall not be liable in any way to meet
                       any moneys payable by the Trustee or to any other person
                       with respect to the preparation and service of an Issue
                       Notice on the Trustee, the certifications in such an
                       Issue Notice or the issue of any Notes. Nothing in this
                       clause limits the Trustee from bringing an action against
                       the Trust Manager for any loss, damage or expense
                       suffered or incurred by the Trustee personally because of
                       fraud, gross negligence or wilful default on the part of
                       the Trust Manager in respect of the Issue Notice or the
                       issue of Notes.

REQUIREMENTS FOR AN ISSUE NOTICE
                 17.3  An Issue Notice given by the Trust Manager to the Trustee
                       in respect of a Trust under this Deed shall (whether in
                       that Issue Notice, or in the relevant Supplemental Deed)
                       specify the following in respect of the Notes:

                       (a)   (CLASSES) whether any of the Notes will constitute
                             a Class separate from any other Notes previously
                             issued by the Trustee as trustee of the Trust or
                             from any other Notes referred to in the Issue
                             Notice;

                       (b)   (NAME)  the name of the Notes or, if the Notes
                             are divided into more than one Class, the name
                             of each Class of Notes;

                       (c)   (AMOUNT) the total number of Notes and, if the
                             Notes are divided into more than one Class, the
                             number of Notes in each Class;

                       (d)   (PRINCIPAL AMOUNT) the total principal amount of
                             the Notes and, if the Notes are divided into more
                             than one Class, the principal amount of each Class;

                       (e)   (INTEREST)  the interest on the Notes and
                             whether that interest is fixed, floating or at a
                             discount;

                       (f)   (MINIMUM SUBSCRIPTION)  the minimum subscription
                             amounts for Notes (if any);

                       (g)   (ISSUE DATE) the proposed Issue Date;

                       (h)   (MATURITY) the proposed maturity date of the
                             Notes;

                       (i)   (SECURITY TRUST AND SUPPORT FACILITIES) whether a
                             Security Trust or any Support Facility or Hedging
                             Arrangement needs



<PAGE>

                                                                              27
--------------------------------------------------------------------------------
                             to be effected in relation to the proposed issue
                             and, if so, reasonable details of these;

                       (j)   (SALE NOTICE) if applicable, the relevant details
                             of the Sale Notice to which the Issue Notice
                             relates (including the details of the Receivables
                             the subject of the Sale Notice as required by the
                             Sale Notice).

NO ISSUE OF ISSUE NOTICE
                 17.4  The Trust Manager will not give an Issue Notice to the
                       Trustee unless:

                       (a)   an Insolvency Event has not occurred in respect
                               of the Trustee; and

                       (b)   the Trust Manager is satisfied that the issue of
                             Notes pursuant to the Issue Notice will not require
                             disclosure to investors under Part 6D.2 of the
                             Corporations Law.


18     TRANSFER AND TRANSMISSION OF NOTES
--------------------------------------------------------------------------------
NO RESTRICTION ON TRANSFER
                       Subject to the relevant Supplemental Deed, there is no
                       restriction on the transfer of Notes for a Trust. The
                       relevant Supplemental Deed regulates the transfer and
                       transmission of Notes for a Trust.


19     REGISTER OF NOTE HOLDERS
--------------------------------------------------------------------------------
REGISTER OF NOTE HOLDERS
                       The Trustee shall keep an up to date Register of Note
                       Holders in respect of the Registered Notes only, and in
                       accordance with the relevant Supplemental Deed. The
                       Register of Note Holders may be maintained in electronic
                       form. The Trustee will procure that a register be
                       maintained with respect to any Bearer Notes in accordance
                       with the Note Trust Deed for the relevant Trust, if any.


20     MEETINGS OF NOTE HOLDERS
--------------------------------------------------------------------------------
                 20.1  Any proposal requiring the consent of holders of Bearer
                       Notes of a Trust will be determined in accordance with
                       the Note Trust Deed for that Trust. Any proposal
                       requiring the consent of the holders of Registered Notes
                       of a Trust will be determined in accordance with this
                       deed and the Supplemental Deed for that Trust.

                 20.2  In respect of Registered Notes, the Trustee, the Trust
                       Manager and each Note Holder must comply with the
                       contents of Schedule 5 in relation to the meetings of
                       Note Holders. Subject to clause 20.3, Schedule 5 does not
                       apply to Bearer Notes.

                 20.3  The procedure for convening a meeting at which all Note
                       Holders are entitled to participate is set out in
                       Schedule 5, amended as follows:


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                                                                              28
--------------------------------------------------------------------------------
                       (a)   any notice of a meeting given or required to be
                             given to the holders of Bearer Notes must also
                             be given to the Note Trustee;

                       (b)   a meeting at which the Note Trustee is the only
                             Note Holder pursuant to clause 20.3(c) must not,
                             unless otherwise agreed by the Note Trustee, be
                             held until the Note Trustee has had the opportunity
                             of seeking and obtaining directions from the
                             holders of Bearer Notes regarding how the Note
                             Trustee is to vote at the meeting;

                       (c)   the Note Holders in relation to the Bearer Notes
                             means the Note Trustee alone, acting on behalf
                             of the holders of Bearer Notes under the Note
                             Trust Deed or, if the Note Trustee has become
                             bound to take steps and/or to proceed under the
                             Note Trust Deed and fails to do so within a
                             reasonable time and such failure is continuing,
                             the holders of Bearer Notes;

                       (d)   if the Note Trustee is the only Note Holder in
                             relation to the Bearer Notes pursuant to clause
                             20.3(c), it will be regarded as a representative
                             holding or representing all of the Bearer Notes
                             for the purposes of determining whether a quorum
                             is present at such meeting, for determining the
                             votes to which the Note Trustee is entitled to
                             cast at such meeting and any other relevant
                             matter relating to such meeting;

                       (e)   if the holders of Bearer Notes become entitled
                             to attend a meeting of Note Holders pursuant to
                             clause 20.3(c), the evidence of the entitlement
                             of such Note Holders to attend such meeting and
                             to vote thereat, and any other relevant matters,
                             will be determined in accordance with the
                             provisions of the Note Trust Deed and the Agency
                             Agreement, with such amendments as determined by
                             the Trustee to be necessary; and

                       (f)   if at a particular time the Note Trustee is or
                             would be the only Note Holder in respect of a
                             meeting of Note Holders, notwithstanding any
                             other provision of this deed, the requirement to
                             convene such a meeting and put such issue to
                             such meeting will be satisfied if directions are
                             sought from the Note Trustee on the particular
                             issue that would otherwise be put to such
                             meeting.  Upon such a direction being given by
                             the Note Trustee, a meeting of the Note Holders
                             will be regarded as having been duly called,
                             convened and held and the direction will be
                             regarded as properly passed as an Extraordinary
                             Resolution of such meeting.



21     LIABILITY OF NOTE HOLDERS, SECURED CREDITORS AND UNITHOLDERS
--------------------------------------------------------------------------------
LIABILITY LIMITED
                 21.1  (a)   No Note Holder or Unitholder shall have any
                             liability to indemnify the Trustee or Trust Manager
                             if there is a deficiency in the Assets of a Trust
                             to contribute to the Assets of a Trust,


<PAGE>

                                                                              29
--------------------------------------------------------------------------------
                             or meet the claim of any creditor of the Trustee or
                             Trust Manager in respect of that Trust.

                       (b)   No Secured Creditor shall have any liability to
                             indemnify the Trustee or Trust Manager if that
                             Secured Creditor has no Secured Money payable or
                             owing to it at that time.

RECOURSE LIMITED
                 21.2  The recourse of the Trustee and the Trust Manager and any
                       other creditor (including each Note Holder and Secured
                       Creditor) in respect of a Trust is limited to the Assets
                       of that particular Trust in accordance with clause 40.


<PAGE>

                                                                              30
--------------------------------------------------------------------------------
PART G - TRUST MANAGER


22     TRUST MANAGER
--------------------------------------------------------------------------------
POWERS
                 22.1  The Trust Manager must manage each Trust in accordance
                       with the terms of the Transaction Documents until it
                       retires or is removed. The Trustee is excluded from doing
                       so except as set out in this deed.

OBLIGATIONS
                 22.2  Without limiting any other provision of this deed, the
                       Trust Manager agrees to perform and provide the following
                       services in respect of each Trust:

                       (a)   the co-ordination of Borrowings of the Trust;

                       (b)   the selection and, subject to the appointment of
                             any Servicer, the management of Receivables,
                             Purchased Receivables, Authorised Investments and
                             any Support Facilities and Hedging Arrangements
                             required to be established and maintained pursuant
                             to the Supplemental Deed of that Trust;

                       (c)   calculation of the Threshold Rate (if
                             applicable);

                       (d)   the calculation of all determinations to be made on
                             each Determination Date and of all payments to be
                             made on each Payment Date in accordance with the
                             Supplemental Deed of that Trust;

                       (e)   supervision of all accounting, financial
                             reporting and preparation of tax returns for the
                             Trust;

                       (f)   to prepare and deliver (by facsimile or such other
                             method as the Trust Manager may consider
                             appropriate) such statements and reports as may be
                             required under the Transaction Documents for that
                             Trust;

                       (g)   to the extent that the Trust Manager has power to
                             do so, attend to all such matters, acts and things
                             as are reasonably necessary to enable the Trustee
                             to perform and comply with its obligations under
                             the Transaction Documents; and

                       (h)   generally to act as the Trust Manager of each Trust
                             as set out in this deed and the relevant
                             Supplemental Deed.

DELEGATION
                 22.3  The Trust Manager, in carrying out its duties and
                       obligations in relation to each Trust, may:

                       (a)   by power of attorney appoint any person to be
                             attorney or agent of the Trust Manager;

                       (b)   appoint in writing a person to be the agent of
                               the Trust Manager,


<PAGE>

                                                                              31
--------------------------------------------------------------------------------
                             other than the Australia and New Zealand Banking
                             Group Limited.

ACT ON EXPERT ADVICE
                 22.4  The Trust Manager may obtain and act on the opinion,
                       advice or information obtained from Valuers, solicitors,
                       barristers, surveyors, contractors, brokers, qualified
                       advisers, accountants and other experts or consultants
                       whether instructed by the Trust Manager or the Trustee
                       which the Trust Manager considers are necessary, usual or
                       desirable for the purpose of enabling the Trust Manager
                       to be fully and properly advised and informed in order
                       that it may properly exercise its powers and obligations
                       under this deed or any Transaction Document.

NO POWER TO BIND TRUSTEE
                 22.5  The Trust Manager acknowledges that in exercising its
                       powers, authorities and discretions vested in it and
                       carrying out and performing its duties and obligations in
                       relation to any Trust or any Asset, whether under this
                       deed or under any Transaction Document, it has no power
                       to bind the Trustee, otherwise than as expressly provided
                       in this deed or such other Transaction Document.

GENERAL COVENANTS
                 22.6  The Trust Manager covenants with the Trustee in respect
                       of each Trust that it will, until the Trust is terminated
                       in accordance with this deed and winding up of the Trust
                       is completed or until it has retired or been removed in
                       accordance with this deed:

                       (a)   use its best endeavours and carry on and conduct
                             its business to which its obligations and functions
                             under this deed relate, in a proper and efficient
                             manner;

                       (b)   subject to the appointment of any Servicer in
                             respect of the Assets of the Trust, manage the
                             Trust;

                       (c)   act honestly and in good faith in the
                             performance of its duties and in the exercise of
                             its discretions under this deed;

                       (d)   make available for inspection by the Trustee and
                             the Auditor during normal business hours and after
                             the receipt of reasonable notice, the books and
                             records of the Trust Manager relating to the Trust;

                       (e)   give to the Trustee and the Auditor written or oral
                             information in the possession of the Trust Manager
                             which either may reasonably require with respect to
                             all matters relating to the Assets or the Trust;

                       (f)   pay to the Trustee within three Business Days of
                             receipt all money that is payable by the Trust
                             Manager to the Trustee under the Transaction
                             Documents (except as otherwise provided under the
                             Transaction Documents);

                       (g)   make any filings required in connection with
                             the Trust or the Assets with any Governmental
                             Agency;


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                                                                              32
--------------------------------------------------------------------------------
                       (h)   prepare and submit to the Trustee for signing
                             and filing on a timely basis all income or other
                             Tax returns or elections required to be filed
                             with respect to the Trust and ensure that the
                             Trustee is directed to pay any Taxes (including
                             Taxes assessed on the income of the Trust, it
                             being acknowledged however that the Trustee and
                             the Trust Manager will cooperate to ensure that
                             no such Tax falls due) required to be paid by
                             the Trust;

                       (i)   it will keep accounting records which correctly
                             record and explain all amounts paid and received by
                             the Trustee and the Trust Manager; and

                       (j)   notify the Trustee and the Designated Rating Agency
                             as soon as practicable after becoming aware that a
                             Title Perfection Event or a Trust Manager Default
                             has occurred.

RELIANCE ON ADVICE
                 22.7  If the Trust Manager relies in good faith and without
                       negligence on an opinion, advice, information or
                       statement given to it by a person referred to in clause
                       22.4, it is not liable for any misconduct, mistake,
                       oversight, error of judgment, forgetfulness or want of
                       prudence on the part of that person except when the
                       person is not independent from the Trust Manager.

COSTS AND EXPENSES
                 22.8  Subject to clause 22.9, the Trust Manager is indemnified
                       out of the Assets of a Trust in respect of any liability,
                       cost or expense properly incurred by it in its capacity
                       as Trust Manager of the Trust.

LEGAL COSTS
                 22.9  The Trust Manager is indemnified, and is entitled to be
                       reimbursed, out of the Assets of a Trust in respect of
                       all legal costs and disbursements (payable at the usual
                       commercial rates of the relevant legal services provider)
                       incurred by the Trust Manager in connection with court
                       proceedings brought against it alleging gross negligence,
                       fraud or wilful default on its part in respect of the
                       Trust. However, the Trust Manager is not entitled to that
                       right of indemnity or reimbursement where there is a
                       determination by the relevant court of gross negligence,
                       fraud or wilful default by the Trust Manager (provided
                       that, until such determination, the Trust Manager is
                       entitled to that right of indemnity or reimbursement but
                       must, upon such determination, repay to the Trustee any
                       amount paid to it under this clause).

REPRESENTATIONS AND WARRANTIES
                 22.10 The Trust Manager represents and warrants to the
                       Trustee that:

                       (a)   it has been duly incorporated as a company limited
                             by shares in accordance with the laws of Victoria,
                             is validly existing under those respective laws and
                             has power and authority to carry on its business as
                             it is now being conducted;


<PAGE>

                                                                              32
--------------------------------------------------------------------------------
                       (b)   it has power to enter into and observe its
                             obligations under this deed and the Transaction
                             Documents to which it is a party;

                       (c)   it has in full force and effect the
                             authorisations necessary to authorise its
                             execution, delivery and performance of this deed
                             and the Transaction Documents to which it is a
                             party, observe obligations under them and allow
                             them to be enforced, and has filed all necessary
                             returns with the Australian Securities and
                             Investments Commission;

                       (d)   its obligations under this deed and the Transaction
                             Documents to which it is a party are valid, binding
                             and enforceable against it in accordance with their
                             terms subject to laws and defences generally
                             affecting creditor's rights;

                       (e)   no Trust Manager Default continues unremedied;

                       (f)   it does not enter into this deed or any
                             Transaction Document in the capacity of a
                             trustee of any trust or settlement; and

                       (g)   no Insolvency Event has occurred and is
                             subsisting in respect of it.

                 22.11 The representations and warranties in clause 22.10 are
                       made on the date of this deed and on each date Notes are
                       issued under a Trust after the date of this deed.

INDEMNITIES
                 22.12 Except as provided for in clause 22.13, the Trust Manager
                       is not personally liable to indemnify the Trustee or to
                       make any other payments to any other person in relation
                       to any Trust.

                 22.13 The Trust Manager indemnifies the Trustee from and
                       against any loss, claim, cost, damage, liability or
                       expense (including legal fees charged at the usual
                       commercial rates of the relevant legal services provider)
                       which was sustained because of:

                       (a)   any fraud, gross negligence or wilful default on
                             the part of the Trust Manager in carrying out
                             its obligations under the Transaction Documents;
                             or

                       (b)   any Trust Manager Default; or

                       (c)   any conduct or statement of the Trust Manager in
                             relation to the issue of any Notes which is
                             misleading or deceptive or likely to mislead or
                             deceive; or

                       (d)   any material fact contained in any offering
                             document for the issue of any Notes which is
                             misleading or deceptive,

                       except to the extent that the relevant loss, claim, cost,
                       damage, liability or expense is caused or contributed to
                       by the Trustee's fraud, gross negligence or wilful
                       default.


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                                                                              34
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REPORTING
                 22.14 In respect of a Trust, the Trust Manager will on each
                       Determination Date send:

                       (a)   to the Trustee, the Paying Agents and the Note
                             Trustee the Reporting Statement; and

                       (b)   if the Trust is a Rated Trust, the Designated
                             Rating Agencies, such information as they
                             reasonably require,

                       unless otherwise specified in the relevant
                       Supplemental Deed.


23     TRUST MANAGER DEFAULT
--------------------------------------------------------------------------------
TRUST MANAGER DEFAULT
                 23.1  A Trust Manager Default occurs if:

                       (a)   the Trust Manager fails to allocate amounts
                             received in respect of the Receivables to the
                             appropriate Collection Account or fails to
                             instruct the Trustee to pay the amounts
                             distributable to the Secured Creditors of a
                             Trust within the time periods specified in a
                             Transaction Document, and such failure is not
                             remedied within 10 Business Days of notice
                             delivered to the Trust Manager by the Trustee;

                       (b)   an Insolvency Event occurs in respect of the
                                 Trust Manager;

                       (c)   the Trust Manager fails to remedy a breach of its
                             obligations under the Transaction Documents (not
                             being a breach referred to in the preceding
                             paragraphs of this clause) within 10 Business Days
                             of written notice from the Trustee where such
                             breach would have a Material Adverse Effect (in the
                             reasonable opinion of the Trustee);

                       (d)   the Trust Manager loses, or fails to maintain
                             any licence, permit or authorisation required by
                             law to enter into and perform its material
                             obligations under this deed or any Transaction
                             Document to which it is a party and the relevant
                             licence, permit or authorisation is not
                             reinstated within 30 days of notice delivered to
                             the Trust Manager by the Trustee; or

                       (e)   a representation or warranty made or repeated by
                             the Trust Manager in a Transaction Document proves
                             to have been incorrect in any material respect when
                             made or repeated and, as a result, gives rise to an
                             Adverse Rating Effect provided that no Trust
                             Manager Default shall arise under this paragraph
                             (e) unless:

                             (i)   the Trustee first delivers a written
                                   notice to the Trust Manager in which:

                                   (A)    the Trustee establishes that there
                                          has been a breach which has caused
                                          actual loss;


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                                                                              35
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                                   (B)    the Trustee specifies the reasons
                                          why it believes that an Adverse
                                          Rating Effect has occurred;

                                   (C)    the Trustee specifies the quantum
                                          of the claim; and

                                   (D)    the damages claimed represent no
                                          more than the loss incurred as a
                                          result of the breach; and

                             (ii)  the Trust Manager does not either:

                                   (A)    pay the damages specified in the
                                          notice to the Trustee within 10
                                          Business Days (or such longer period
                                          as the Trustee may agree) of receipt
                                          by the Trust Manager of the notice; or

                                   (B)    appoint an independent expert as
                                          agreed between the Trust Manager
                                          and the Trustee, or failing such
                                          agreement, as approved by the
                                          President of the New South Wales
                                          Law Society, to determine the
                                          merits of the notice and abide by
                                          that decision, which shall be final
                                          and binding, within 10 Business
                                          Days (or such longer period as the
                                          Trustee may agree) of such decision
                                          being handed down.

                 23.2  The Trustee may at its discretion waive any Trust
                       Manager Default.

REMOVAL
                 23.3  Upon the occurrence of, or at any time after, a Trust
                       Manager Default, the Trustee may, by notice to the Trust
                       Manager and by giving a Rating Agency Notification,
                       immediately remove it as the Trust Manager under the
                       Transaction Documents, terminate the rights and
                       obligations of the Trust Manager in respect of each Trust
                       and appoint another corporation to be the manager of the
                       Trusts.

TRUSTEE ACT AS TRUST MANAGER
                 23.4  Until the appointment of any replacement trust manager is
                       complete (whether upon removal or retirement of the Trust
                       Manager), the Trustee must act as Trust Manager in
                       accordance with this deed. So long as it acts as Trust
                       Manager, the Trustee is entitled to the fee which but for
                       its removal, the Trust Manager would have been entitled
                       to receive.

RETIREMENT
                 23.5  The Trust Manager may retire from the management of all
                       of the Trusts upon giving 3 months written notice to the
                       Trustee (or such lesser period as the Trust Manager and
                       the Trustee may agree). The retirement takes effect on
                       the later to occur of:

                       (a)   the retirement date specified in the notice; and


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                                                                              36
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                       (b)   the execution by a replacement trust manager of
                             a deed in accordance with clause 23.7.

AUTOMATIC RETIREMENT
                 23.6  The Trust Manager's appointment under this deed
                       automatically expires, and the Trust Manager will be
                       taken to have retired with effect, on the Trust Manager's
                       Expiry Date. At least 90 days' prior to the Trust
                       Manager's Expiry Date the Trust Manager may by notice in
                       writing to the Trustee elect to continue its appointment
                       as Trust Manager on the same terms and conditions as this
                       deed, for a period of 364 days from the date of such
                       election. The date of expiry of such further period will
                       also be a Trust Manager's Expiry Date for the purposes of
                       this deed. The Trust Manager agrees to give written
                       notice to each Designated Rating Agency of any such
                       extension or non-extension of the Trust Manager's Expiry
                       Date.

REPLACEMENT TRUST MANAGER
                 23.7  On its retirement, the Trust Manager may appoint in
                       writing another corporation to be the trust manager of
                       the Trust, subject to the approval of the Trustee, any
                       approval required by law and to giving a Rating Agency
                       Notification. If the Trust Manager does not propose a
                       replacement at least 30 days before the Trust Manager
                       proposes to retire (or automatically retires) or the
                       Trustee does not approve of the replacement proposed by
                       the Trust Manager, the Trustee may appoint a replacement
                       trust manager as of the date of the proposed retirement.
                       An appointment or retirement (in accordance with clause
                       23.5 and clause 23.6) is not complete until the
                       replacement trust manager executes a deed by which it
                       covenants to be bound by this deed and the other
                       Transaction Documents to which the Trust Manager is a
                       party.

RELEASE
                 23.8  When it retires or is removed, the Trust Manager is
                       released from all obligations in relation to each Trust
                       arising after the date of its retirement, except in
                       respect of any antecedent liability in connection with
                       any Trust Manager Default or circumstance which with the
                       expiration of any cure period would become a Trust
                       Manager Default. The Trustee may settle with the Trust
                       Manager the amount of any sums payable by the Trust
                       Manager to the Trustee or the Trustee to the Trust
                       Manager and may give to or accept from the Trust Manager
                       a discharge in respect of those sums which will be
                       conclusive and binding as between the Trustee and the
                       Trust Manager, as between the Trust Manager and the
                       Unitholders and as between the Trust Manager and the
                       Secured Creditors.

CHANGE IN TERMS OF APPOINTMENT
                 23.9  No change in the terms and conditions of appointment of
                       the Trust Manager may be made without the approval of the
                       Trustee.

                 23.10 The Trust Manager agrees to provide its full co-operation
                       in the event of the transfer of the functions of the
                       Trust Manager. Subject to all applicable privacy
                       legislation, the Trust Manager must provide as soon as
                       practicable the replacement trust manager with copies of
                       all paper and electronic files, information and other
                       materials which the Trust Manager has retained and has in
                       its possession as the Trustee or the


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                                                                              37
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                       replacement trust manager may reasonably request
                       including all materials necessary or reasonably desirable
                       for the carrying out of the functions of the Trust
                       Manager (and in any event within five Business Days)
                       after the retirement or removal of the Trust Manager in
                       accordance with this clause.


PART H - TRUSTEE


24     TRUSTEE
--------------------------------------------------------------------------------
POWERS
                 24.1  Subject to this deed and the relevant Supplemental Deed
                       in respect of a Trust, the Trustee has all the powers in
                       respect of the Trust that it is legally possible for a
                       natural person or corporation to have and as though it
                       were the absolute and beneficial owner of the Assets of
                       the relevant Trust and acting in its personal capacity.
                       For example, the Trustee has power to borrow (whether or
                       not on security) and to incur all types of obligations
                       and liabilities.

                       Without affecting the generality of the above, the
                       Trustee has the following powers (to be construed as
                       separate and independent powers of the Trustee):

                       (a)   to invest in, originate, acquire or dispose, or
                             otherwise deal with Receivables and Related
                             Securities;

                       (b)   to invest in or deal with any other Asset for
                             cash or upon terms;

                       (c)   to pay all fees payable under the Transaction
                             Documents and all expenses which are properly
                             incurred in respect of a Trust;

                       (d)   to borrow and raise moneys as provided in the
                             Transaction Documents;

                       (e)   subject to this deed, to borrow, raise money or
                             procure financial accommodation where the Trustee
                             considers the same to be in the interests of a
                             Trust upon such terms as the Trust Manager thinks
                             fit and acceptable to the Trustee;

                       (f)   to exercise any power of sale arising on default
                             under any Receivable or any other right or remedy
                             accruing in respect of a Trust in relation to any
                             asset or under the Transaction Documents;

                       (g)   to grant any form of discharge, release or partial
                             discharge or release of any Receivable and provide
                             any type of financial accommodation in connection
                             with any Receivable where to do so is in the
                             opinion of the Trustee not prejudicial to the
                             Secured Creditors of a Trust;

                       (h)   to enter into and perform its obligations under the
                             Transaction Documents containing such terms and
                             conditions as the Trust


<PAGE>

                                                                              38
--------------------------------------------------------------------------------
                             Manager thinks fit and that are acceptable to the
                             Trustee (acting reasonably);

                       (i)   to enter into Support Facilities and Hedging
                             Arrangements;

                       (j)   to enter into any agreement or do anything in
                             connection with a Trust, such as dealing with the
                             assets over which security is held, engaging
                             advisers and to execute proxies and other
                             instruments;

                       (k)   to enter into any document giving effect to a
                             priority arrangement between the Trustee (in
                             relation to a Receivable) and another provider of
                             financial accommodation which will take or has
                             taken security over the Asset which is subject to a
                             Related Security;

                       (l)   to pay amounts required to remove any lien or
                             charge over any Assets to permit the Trustee to
                             deal with that Asset in accordance with the
                             relevant Supplemental Deed and any Transaction
                             Document of the relevant Trust;

                       (m)   to fetter its future discretions in accordance
                             with the Transaction Documents;

                       (n)   to lodge Bearer Notes, or arrange for Bearer
                             Notes to be lodged, with a Depository;

                       (o)   to convert currencies on such terms and
                             conditions as the Trust Manager thinks fit and
                             that are acceptable to the Trustee (acting
                             reasonably);

                       (p)   to list and maintain the listing of the Bearer
                             Notes on any stock exchange;

                       (q)   to appoint a Note Trustee, Note Registrar and
                             Agent Bank in respect of a relevant Trust;

                       (r)   to appoint Paying Agents in respect of a
                               relevant Trust; and

                       (s)   to appoint a Custodian in respect of a Trust to
                             retain custody of the Title Documents of that Trust
                             in accordance with the Master Servicer Deed and to
                             lodge such Title Documents with such Servicer.

GENERAL DUTIES
                 24.2  The only duties imposed on the Trustee as trustee of a
                       Trust are duties expressly imposed on it by this deed,
                       the relevant Supplemental Deed and any relevant
                       Transaction Document to which it is a party.

INTERESTS OF SECURED CREDITORS AND UNITHOLDERS
                 24.3  The Trustee agrees to exercise its powers in what the
                       Trustee considers in good faith to be in the interests of
                       the Unitholders and the Secured Creditors in respect of
                       each Trust. In the event of any conflict between those
                       interests, the Trustee must exercise its powers in what
                       the


<PAGE>

                                                                              39
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                       Trustee considers in good faith to be in the interests of
                       Secured Creditors only.

DELEGATION/AGENCY
                 24.4  The Trustee may in accordance with this clause authorise
                       in writing specified parties to act as its delegate,
                       attorney or agent (in the case of a joint appointment,
                       either severally or jointly and severally) to perform its
                       functions under the Transaction Documents (including the
                       holding of Title Documents and a power to sub-delegate).
                       The Trustee may include provisions in the authorisation
                       to protect and assist those dealing with the delegate,
                       attorney or agent as the Trustee thinks fit.

                       The Trustee must not delegate to any person any of its
                       trusts, duties, powers, authorities and discretions under
                       this deed or a Supplemental Deed in relation to a Trust
                       except:

                       (a)   to the Trust Manager, the Servicer, an
                             Originator or the Security Trustee in accordance
                             with the provisions of this deed or any other
                             Transaction Document relating to that Trust
                             (provided that none of them is Australia and New
                             Zealand Banking Group Limited) in respect of
                             which the Trustee is not liable for their acts
                             or omissions;

                       (b)   subject to this clause, to a Related Entity of
                                 the Trustee; or

                       (c)   in accordance with the provisions of this deed
                             or the Supplemental Deed relating to that Trust;
                             or

                       (d)   to any Clearing System, in respect of which the
                             Trustee is not liable for its acts or omissions,

                       provided that, in each case, the Trustee must not
                       delegate to such third parties any material part of its
                       powers, duties or obligations as Trustee.

                       Except to the extent described in paragraphs (a) and (d)
                       above and to the extent expressly provided in the
                       Supplemental Deed in the case of paragraph (c) above,
                       where the Trustee delegates any of its trusts, duties,
                       powers, authorities and discretions to any person, the
                       Trustee at all times remains liable for the acts or
                       omissions of such person and for the payment of fees of
                       that person when acting as delegate.

INDEMNITY OF TRUSTEE
                 24.5  Subject to this deed and without prejudice to the right
                       of indemnity given by law to trustees, the Trustee will
                       be indemnified out of the assets of each Trust against
                       all costs, expenses, loss and liabilities properly
                       incurred by the Trustee in performing any of its duties
                       or exercising any of its powers under this deed in
                       relation to that Trust to the extent that the cost,
                       expense, loss or liability has been incurred by the
                       Trustee in connection with the performance of its duties
                       or the exercise of its powers in respect of that Trust.

                       Subject to this deed, the Master Security Trust Deed or
                       Global Master Security Trust Deed (as the case may be)
                       and the Deed of Charge in respect of a Trust, the Trustee
                       is entitled to deal with the Assets of a


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                                                                              40
--------------------------------------------------------------------------------
                       Trust as it reasonably believes necessary to satisfy any
                       cost, expense, loss or liability for which it is entitled
                       under this deed to be indemnified or reimbursed out of
                       the Trust and for which it may be personally liable or
                       which it has personally incurred.

GENERAL BUSINESS COSTS OF TRUSTEE
                 24.6  Nothing in this clause 24 entitles or permits the Trustee
                       to be reimbursed or indemnified for general overhead
                       costs and expenses of the Trustee (including, without
                       limitation, rents and any amounts payable by the Trustee
                       to its employees in connection with their employment)
                       incurred directly or indirectly in connection with the
                       business of the Trustee whether as a professional trustee
                       or otherwise.

NO RESTRICTION ON ACTION
                 24.7  Nothing in clauses 24.5 and 24.6 is taken to impose any
                       restriction upon the rights of the Residual Capital
                       Unitholder, Residual Income Unitholder, the Note Holders,
                       any other Secured Creditor or any other persons to bring
                       an action against the Trustee for loss or damage suffered
                       by reason of the Trustee's fraud, gross negligence or
                       wilful default.

ACT ON EXPERT ADVICE
                 24.8  The Trustee may obtain and act on the opinion, advice or
                       information obtained from Valuers, solicitors,
                       barristers, surveyors, contractors, brokers, qualified
                       advisers, accountants and other experts or consultants
                       whether instructed by the Trust Manager or the Trustee
                       which the Trustee considers are necessary, usual or
                       desirable for the purpose of enabling the Trustee to be
                       fully and properly advised and informed in order that it
                       may properly exercise its powers and obligations under
                       this deed or any Transaction Document.

TRUSTEE'S COVENANTS
                 24.9  The Trustee covenants with the Trust Manager that the
                       following covenants are for the benefit of the Trust
                       Manager, the Secured Creditors and the Unitholders of a
                       Trust jointly and severally:

                       (a)   it will act continuously as trustee of the Trust
                             until the Trust is terminated in accordance with
                             this deed or until it has retired or been removed
                             in accordance with this deed;

                       (b)   it will exercise due diligence in carrying out
                             its functions and duties under this deed;

                       (c)   it will take all such corporate actions which are
                             necessary (including, without limitation, obtaining
                             all such corporate authorisations and approvals) to
                             ensure that it is able to exercise all its powers
                             and remedies and perform all its obligations under
                             the Transaction Documents;

                       (d)   except where required by statute or law, it will
                             not sell, mortgage, charge or part with the
                             possession of any of the Assets of the Trust (or
                             permit any of its officers to do so) except as
                             permitted by this deed, or the relevant
                             Supplemental Deed (or, where applicable, the
                             Master Security Trust Deed or


<PAGE>

                                                                              41
--------------------------------------------------------------------------------
                             Global Master Security Trust Deed (as the case may
                             be) and the Deed of Charge relating to that Trust);

                       (e)   it will forward promptly to the Trust Manager
                             all notices, reports, circulars and other
                             documents received by it as holder of the Assets;

                       (f)   it will act honestly and in good faith in the
                             performance of its duties and the exercise of its
                             discretions under this deed in relation to a Trust,
                             having regard to the interests of the Unitholders
                             and the Secured Creditors of that Trust;

                       (g)   it will exercise such diligence and prudence as a
                             prudent person of business would exercise in
                             performing its express functions and in exercising
                             its discretions under this deed in relation to a
                             Trust, having regard to the interests of the
                             Unitholders and the Secured Creditors of that
                             Trust;

                       (h)   it will use its best endeavours to carry on and
                             conduct its business insofar as it relates to
                             this deed in a proper and efficient manner;

                       (i)   it will not create any Security Interest over the
                             Assets of the Trust for the benefit of any person
                             except under the Deed of Charge (if any) for that
                             Trust;

                       (j)   it will give any reasonable assistance to the Trust
                             Manager in relation to the Trust as is reasonably
                             requested by the Trust Manager (at the cost of the
                             Trust Manager); and

                       (k)   it will promptly notify the Trust Manager and the
                             Designated Rating Agency of the occurrence of any
                             Trustee Default.

LIMITATION OF LIABILITY OF TRUSTEE AND TRUST MANAGER
                 24.10 Notwithstanding any other provision of this deed,
                       neither the Trustee nor the Trust Manager is liable:

                       (a)   in connection with anything done by it in good
                             faith and (in the case of the Trust Manager)
                             without negligence in reliance upon any document,
                             form or list except where it is actually aware that
                             the document, form or list is not genuine; or

                       (b)   if it fails to do anything because it is
                             prevented or hindered from doing it by law or
                             order; or

                       (c)   to anyone for payments made by it in good faith to
                             a fiscal authority in connection with Taxes
                             (including Taxes assessed on the income of the
                             Trust) or other charges in respect of a Trust even
                             if the payment need not have been made; or

                       (d)   (other than as required under clause 24.4) if a
                             person fails to carry out an agreement with the
                             Trustee or the Trust Manager in connection with any
                             Trust; or


<PAGE>

                                                                              42
--------------------------------------------------------------------------------
                       (e)   to anyone because of any error of law or any matter
                             done or omitted to be done by it in good faith in
                             the event of the liquidation or dissolution of a
                             company (other than a company under its control),

                       except to the extent that any of the foregoing is caused
                       by the Trustee's or the Trust Manager's (as the case may
                       be) own gross negligence, fraud or wilful default.

LIMITATION OF LIABILITY OF TRUSTEE
                 24.11 If the Trustee relies in good faith on an opinion,
                       advice, information or statement given to it by a person
                       referred to in clause 24.8, it is not liable for any
                       misconduct, mistake, oversight, error of judgment,
                       forgetfulness or want of prudence on the part of that
                       person except when the person is not independent from the
                       Trustee. A person is regarded as independent
                       notwithstanding that the person acts or has acted as an
                       adviser to the Trust Manager or the Trustee or both of
                       them so long as separate instructions are given to that
                       person by the Trustee.

TRUSTEE NOT LIABLE
                 24.12 The Trustee is not liable:

                       (a)   for any loss, costs, charges or expenses arising
                             out of the exercise or non-exercise of its
                             discretions under this deed or otherwise in respect
                             of a Trust;

                       (b)   for any loss, costs, charges or expenses arising
                             out of the exercise or non-exercise of a
                             discretion on the part of the Trust Manager;

                       (c)   for any loss, costs, charges or expenses caused
                             by the Trustee's failure to check any
                             calculation, information, document, form or list
                             supplied or purported to be supplied to it by
                             the Trust Manager under this deed or under any
                             Transaction Document or by any other person
                             unless the Trustee is aware of such calculation,
                             information, document, form or list;

                       (d)   for any loss, costs, liabilities or expenses
                             caused by its acting on any instruction,
                             information or direction given to it by the
                             Trust Manager under this deed or by any person
                             under any Transaction Document or caused by any
                             failure by the Trust Manager or other person to
                             give an instruction or direction under this deed
                             or a Transaction Document;

                       (e)   for any other act or omission on its part;

                       (f)   to any Secured Creditors or the Unitholders
                             other than to the extent of the Trustee's right
                             of indemnity in respect of a Trust;

                       (g)   to make any payment to the Unitholders or any
                             Secured Creditor except out of funds held by it
                             for that purpose under this deed;

                       (h)   for any Trust Manager Default; or


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                                                                              43
--------------------------------------------------------------------------------
                       (i)   for any loss, cost, liabilities or expenses
                             arising from the Trust Manager, a Servicer or
                             any custodian (except where the Trustee is
                             acting in any such capacity) failing to perform
                             their obligations under or in connection with a
                             Trust or this deed or any other Transaction
                             Document or their other default (except where
                             the Trustee is acting in that capacity) or their
                             failure to comply with any law; or

                       (j)   for any loss, costs, liabilities or expenses
                             arising out of the delegation in accordance with
                             the provisions of this deed of any of its duties,
                             powers, authorities and discretions to any person
                             as permitted by clause 24.4 unless the Trustee is
                             liable under clause 24.4 for such delegation; or

                       (k)   for any loss, costs, liabilities or expenses
                             arising in connection with it acting on any
                             instruction or direction properly given to it by
                             the Trust Manager; or

                       (l)   for having acted upon:

                             (i)   any resolution purporting to have been passed
                                   at any meeting of Note Holders in respect of
                                   which minutes have been made and signed; or

                             (ii)  any purposed direction, consent or
                                   approval of Note Holders,

                             even though it may subsequently be found that there
                             was some defect in the constitution of that
                             meeting, the passing of that resolution or the
                             giving of the direction, consent or approval (as
                             the case may be) or that for any reason that
                             resolution, direction, consent or approval is not
                             valid or binding upon Note Holders;

                       (m)   for relying in good faith on an opinion, advice,
                             information or statement given to it by a person
                             referred to in clause 24.4, and it is not liable
                             for any misconduct, mistake, oversight, error of
                             judgment, forgetfulness or want of prudence on
                             the part of that person except when the person
                             is not independent from the Trustee.  A person
                             is regarded as independent notwithstanding that
                             the person acts or has acted as an adviser to
                             the Trust Manager or the Trustee or both of them
                             so long as separate instructions are given to
                             that person by the Trustee,

                       except, in all cases, to the extent such loss, cost,
                       charge, liability or expense is caused by the Trustee's
                       gross negligence, fraud or wilful default.

DEALING WITH INSTRUMENTS
                 24.13 The Trustee and the Trust Manager are not required to
                       take any action relating to a transfer or other dealing
                       with any Unit or any Note unless the relevant Unitholder
                       or Note Holder has first paid in cash all Taxes,
                       brokerage, transfer fees, registration fees and other
                       charges which may be payable in respect of the
                       transaction or dealing.



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                                                                              44
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PROCEEDINGS IN RESPECT OF A TRUST
                 24.14 The Trustee may institute, prosecute, defend or otherwise
                       appear in any action, suit or other proceeding in any
                       court or tribunal in respect of any matters touching or
                       concerning a Trust, any Asset or any Transaction Document
                       including an enforcement, contemplated enforcement of,
                       preservation of rights under, initiation, carriage and
                       settlement of any court proceedings in respect of the
                       Trust, any Asset or a Transaction Document. All costs,
                       disbursements and expenses incurred by the Trustee in
                       anticipation of or in connection with any such action,
                       suit or proceeding and all costs and disbursements
                       incurred by the Trustee or the Trust Manager in obtaining
                       any legal advice or opinions concerning such action, suit
                       or proceeding or relating to the interpretation or
                       construction of this deed are to be deducted from and
                       paid out of the relevant Trust, provided that (without
                       limiting clauses 24.17 or 24.21) the basis of incurring
                       any of those costs, disbursements and expenses by the
                       Trustee:

                       (a)   is approved by the Trust Manager or by an
                             Extraordinary Resolution of the Secured
                             Creditors or the Note Holders of the relevant
                             Trust (as the case may be);

                       (b)   is regarded by the Trustee as necessary to
                             protect the interests of the Secured Creditors
                             or the Note Holders in relation to the Trust
                             following a breach by the Trust Manager of its
                             obligations under this deed and the Trustee
                             reasonably believes that any delay in seeking an
                             approval under paragraph (a) may be prejudicial
                             to the interests of the Secured Creditors or
                             Note Holders of the relevant Trust or the
                             Trustee; or

                       (c)   is considered by the Trustee as desirable to
                             protect the Trustee against personal liability.

NO LIABILITY FOR NON-PAYMENT
                 24.15 Except in the case of and to the extent of fraud, gross
                       negligence or wilful default on the part of the Trustee,
                       the Trustee is not liable in the event of a failure to
                       pay moneys on the due date for payment for any loss
                       howsoever arising in respect of a Trust to any Secured
                       Creditor, the Unitholders, any other beneficiary, the
                       Trust Manager or any other person.

BREACH OF CONSUMER CREDIT LEGISLATION
                 24.16 Where the Trustee is held liable for breaches under
                       Consumer Credit Code, the Trustee must seek relief
                       initially under any indemnities provided to it by the
                       Trust Manager, the Servicer or Originator before
                       exercising its right to recover against any Assets of a
                       Trust. If any claim under such an indemnity is not
                       satisfied within 3 Business Days of it being made, the
                       Trustee is entitled to exercise its right of indemnity
                       out of the Assets of the relevant Trust.

LEGAL COSTS
                 24.17 The Trustee is indemnified and is entitled to be
                       reimbursed out of the Assets of a Trust in respect of all
                       legal costs and disbursements charged at the usual
                       commercial rates of the relevant legal services provider
                       incurred by the Trustee in connection with court
                       proceedings


<PAGE>

                                                                              45
--------------------------------------------------------------------------------
                       brought against it alleging gross negligence, fraud or
                       wilful default on its part in respect of the Trust.
                       However, the Trustee is not entitled to that right of
                       indemnity or reimbursement where there is a determination
                       by the relevant court of gross negligence, fraud or
                       wilful default by the Trustee (provided that, until such
                       determination, the Trustee is entitled to that right of
                       indemnity or reimbursement but must, upon such
                       determination, repay to the Trust any amount paid to it
                       under this clause).

CLEARING SYSTEM
                 24.18 The Trustee is entitled to exercise any of its powers and
                       perform any of its obligations under this deed (including
                       the holding of assets and the payment and receipt of
                       money) through or in conjunction with any recognised
                       clearing system.

NO SUPERVISION
                 24.19 Except as expressly set out in this deed or a
                       Supplemental Deed, the Trustee has no obligation to
                       supervise the Trust Manager or take any action to
                       investigate the accounts, management, control or
                       activities of the Trust Manager or any other person.

INFORMATION
                 24.20 Except as expressly required by this deed or a
                       Supplemental Deed, the Trustee has no duty to provide any
                       person (including any Note Holder) with any credit or any
                       other information concerning the affairs, financial
                       condition or business of a Trust.

TRUSTEE DECISIONS
                 24.21 In the event of any dispute, ambiguity or doubt as to the
                       construction or enforceability of this deed or of any
                       other Transaction Document, or of the Trustee's powers or
                       obligations under or in connection with this deed or any
                       other Transaction Document, or the determination or
                       calculation of any amount or thing for the purpose of
                       this deed or any other Transaction Document, the Trustee
                       may (but will have no obligation to):

                       (a)   obtain and rely on advice from any person
                             referred to in clause 24.8; and/or

                       (b)   apply to a court or similar body for any
                             direction or order the Trustee considers
                             appropriate,

                       and provided the Trustee is using reasonable endeavours
                       to resolve such ambiguity, dispute or doubt, the 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, ambiguity
                       or doubt.

CONTENTS OF DOCUMENTS
                 24.22 The Trustee has no responsibility for the form or
                       contents of this deed or any other Transaction Document
                       and will have no personal liability arising as a result
                       of, or in connection with, any inadequacy, invalidity or
                       unenforceability of any provision of this deed or the
                       other Transaction Documents. Nothing in this clause
                       limits the Trustee's


<PAGE>

                                                                              46
--------------------------------------------------------------------------------
                       representations and warranties as to the enforceability
                       of its obligations against it under the Transaction
                       Documents.

NO SUPERVISION
                 24.23 Except as expressly set out in this deed, the Trustee has
                       no duty, either initially or on a continuing basis, to
                       supervise or keep itself informed about the circumstances
                       of a Servicer or the Trust Manager, or the performance of
                       their respective obligations under this deed or any other
                       Transaction Document.

INFORMATION MEMORANDUM
                 24.24 (a)   The Trustee has no responsibility for and will
                             have no liability to any person (including the
                             Unitholders and the Secured Creditors), in
                             respect of any statement or information in or
                             omission from any information memorandum,
                             advertisement, circular or other document
                             prepared by the Trust Manager, the Seller or any
                             other person, including in connection with the
                             issue of Notes.  Without prejudice to the
                             foregoing, the Trust Manager must not publish or
                             permit to be published any such document in
                             connection with the offer of Notes or an
                             invitation for subscriptions for Notes without
                             the prior consent of the Trustee, which consent
                             must not be unreasonably withheld.  In
                             considering whether to give its consent, the
                             Trustee is not required to review any such
                             document or take into account the interests of
                             the Unitholders or the Secured Creditors or any
                             other person except that the Trustee must not
                             withhold its consent if it has not reviewed the
                             relevant document (provided the Trustee has been
                             granted 5 Business Days (or such other period as
                             is agreed between the Trustee and the Trust
                             Manager) to review the relevant document and
                             seek any appropriate advice under clause 24.8).

                       (b)   The Trustee must not, except with the prior consent
                             of the Trust Manager, prepare or circulate any
                             statement, information or other document in
                             connection with the issue of Notes.


25     TRUSTEE DEFAULT
--------------------------------------------------------------------------------
TRUSTEE DEFAULT
                 25.1  A Trustee Default occurs if:

                       (a)   an Insolvency Event occurs in respect of the
                             Trustee;

                       (b)   the Trustee merges or consolidates with another
                             entity without the consent of the Trust Manager,
                             such consent not to be unreasonably withheld;

                       (c)   there is a change in the effective control of the
                             Trustee (other than a change which does not alter
                             the status of the Trustee as a wholly owned
                             subsidiary of Perpetual Trustees Australia Limited
                             ABN 86 000 431 827) which has not been approved by
                             the Trust Manager, such approval not to be
                             unreasonably withheld; or


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                                                                              47
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                       (d)   the Trustee breaches any material obligation or
                             duty imposed on the Trustee under the Transaction
                             Documents and is not remedied within 10 Business
                             Days of notice in writing from the Trust Manager
                             requiring its remedy.

NOTICE FROM TRUST MANAGER
                 25.2  The Trust Manager may, by written notice, require the
                       Trustee to retire as trustee for all Trusts if it
                       reasonably believes that a Trustee Default has occurred.
                       If the Trustee refuses to retire within 30 days of being
                       required to do so under this clause, the Trust Manager is
                       entitled to remove the Trustee from office immediately by
                       notice in writing.

NEW TRUSTEE
                 25.3  Upon the retirement or removal of the Trustee under this
                       clause, the Trust Manager may appoint a replacement
                       trustee by deed. The appointment is not complete until
                       the new trustee executes a deed by which it covenants to
                       be bound by this deed and until a Rating Agency
                       Notification is given. Until the appointment of any
                       replacement trustee is complete, the Trust Manager must
                       act as trustee (subject to the law) in accordance with
                       this deed and may obtain the benefit of all protections
                       available to the outgoing Trustee under this deed and any
                       relevant Supplemental Deed or Transaction Document.

TRUSTEE'S VOLUNTARY RETIREMENT
                 25.4  The Trustee may retire as trustee for a Trust only if it
                       gives the Trust Manager three months' written notice (or
                       such other period agreed between the Trustee and the
                       Trust Manager) of its intention to retire and selects a
                       new trustee as trustee of a Trust, the appointment of
                       whom has been the subject of a Rating Agency
                       Notification.

                 25.5  The purported retirement of the Trustee under clause 25.4
                       and the purported appointment of a new trustee has no
                       effect until the new trustee executes a deed under which
                       it covenants to act as trustee in accordance with this
                       deed and each relevant Supplemental Deed.

RELEASE
                 25.6  When it retires or is removed in respect of a Trust, the
                       Trustee is released from all obligations in relation to
                       the relevant Trust arising after the date it retires
                       except that the Trustee is still obliged, at the cost of
                       the relevant Trust, to vest the Assets in the new Trustee
                       and to deliver all books and records relating to the
                       relevant Trust to the new Trustee. The Trustee and the
                       Trust Manager may settle with the Security Trustee the
                       amount of any sums payable by the Security Trustee to the
                       Trust Manager or the Trustee or by the Trust Manager or
                       the Trustee to the Security Trustee and may give to, or
                       accept from, the Security Trustee a discharge in respect
                       of those sums which will be conclusive and binding as
                       between the Trust Manager, the Trustee and the Security
                       Trustee. The retiring Trustee may make it a condition of
                       vesting Assets in the new Trustee that all liabilities of
                       the retiring Trustee for which it is entitled to be
                       indemnified and for which it may be personally liable are
                       first satisfied or provided for to the satisfaction of
                       the retiring Trustee. Removal, retirement or discharge of
                       the Trustee will not affect the rights or indemnities
                       available to it under


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                                                                              48
--------------------------------------------------------------------------------
                       this deed or at law in relation to the performance by the
                       Trustee of its obligations and powers as trustee.

SETTLEMENT OF AMOUNTS
                 25.7  The Trust Manager may settle with the Trustee the amount
                       of any sums payable by the Trustee to the Trust Manager
                       or by the Trust Manager to the Trustee and may give to or
                       accept from the Trustee a discharge in respect of those
                       sums which is then conclusive and binding as between the
                       Trustee and the Trust Manager.


26     RIGHTS AND LIABILITIES OF TRUST MANAGER AND TRUSTEE
--------------------------------------------------------------------------------
                 26.1  None of the:

                       (a)   Trustee;

                       (b)   Trust Manager;

                       (c)   Security Trustee;

                       (d)   directors or officers of the Trustee, the Trust
                             Manager or the Security Trustee;

                       (e)   Related Entities of the Trustee, the Trust
                             Manager or the Security Trustee or such Related
                             Entity; or

                       (f)   directors or officers of any such Related Entity,

                       is prohibited in relation to a Trust from:

                       (g)   subscribing for Notes in relation to the Trust
                             or purchasing, holding, dealing in or disposing
                             of Notes in respect of the Trust;

                       (h)   acquiring any Trust Asset in respect of the
                             Trust;

                       (i)   at any time:

                             (i)   contracting with;

                             (ii)  acting in any capacity as representative
                                   or agent for; or

                             (iii) entering into any financial, banking,
                                   agency or other transaction with,

                             themselves in another capacity or any other of them
                             in any capacity, a Unitholder, any Secured Creditor
                             or any other entity whose shares or debt
                             obligations form part of the Trust Assets of the
                             Trust; or

                       (j)   being interested in any contract or transaction
                             referred to in paragraph (i) above.


<PAGE>

                                                                              49
--------------------------------------------------------------------------------
                       None of the persons mentioned is liable to account to any
                       other or to a Unitholder or any Secured Creditor or any
                       other person for any profits or benefits (including
                       without limitation, bank charges, commission, exchange
                       brokerage, fees and other consideration) derived in
                       connection with any contract or transaction referred to
                       in paragraph (i) above.

                 26.2  Clause 26.1 does not limit the Trustee and Trust
                       Manager's obligations to act in good faith and without
                       gross negligence, fraud or wilful default.

                 26.3  Without limiting clause 26.1, the Trustee and any Related
                       Entity of the Trustee may perform different roles in
                       connection with the Transaction Documents, including
                       roles as trustee, security trustee, registrar, paying
                       agent, shareholder, beneficiary, and notwithstanding that
                       interests of or duties to the Trustee in respect of those
                       roles may conflict with interests or duties of any
                       Unitholder or Secured Creditor of a Trust. The Trustee
                       and each Related Entity of the Trustee will have no
                       liability to any person for assuming different roles or
                       for any use, non-use or communication of any information
                       as contemplated by this clause. This clause 26.3 is
                       subject to the requirement that the Trustee acts in good
                       faith regarding the Unitholders and Secured Creditors of
                       each Trust in exercising any powers or rights or taking
                       any action of the kind permitted under this clause.

PART I - ACCOUNTS, PAYMENTS, ETC


27     BANK ACCOUNTS
--------------------------------------------------------------------------------
TRUST ACCOUNT
                 27.1  As soon as practicable after execution of a Notice of
                       Creation of Trust in respect of a Trust, the Trustee must
                       open in its name an account for that Trust with an
                       Eligible Bank. The Trustee must open and maintain a
                       separate account for each Trust.

ADDITIONAL ACCOUNTS
                 27.2  The Trustee may open additional accounts for a Trust with
                       a Bank (which has a rating at least equal to the Required
                       Credit Rating or in respect of which each Designated
                       Rating Agency has confirmed that the opening of such
                       accounts with such Bank will not have an Adverse Rating
                       Effect) if the Trustee consider it desirable to do so or
                       if the Transaction Documents for a Trust so require it.

SIGNATORIES
                 27.3  The only authorised signatories for any bank account
                       opened under this clause must be Authorised Officers of
                       the Trustee.

OPERATION
                 27.4  The Trustee must operate the bank accounts of a Trust in
                       accordance with this deed and the Supplemental Deed and
                       the Master Servicer Deed for the relevant Trust.


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                                                                              50
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28     CALCULATIONS AND PAYMENTS
--------------------------------------------------------------------------------
METHODS OF PAYMENT
                 28.1  Any money payable by the Trustee to a Unitholder or the
                       Secured Creditors of a Trust under the provisions of this
                       deed or the relevant Supplemental Deed may be paid:

                       (a)   by crossed "not negotiable" cheque made payable
                             to the payee and sent through the post to the
                             registered address of the payee or, in the case
                             of a Registered Noteholder, to the address of
                             that Registered Noteholder recorded in the
                             Register of Note Holders or otherwise
                             despatched, delivered or made available to be
                             collected as the payee may from time to time
                             specify and the Trustee agrees; or

                       (b)   by means of electronic transfer through a
                               Clearing System; or

                       (c)   by payment to a bank account in Australia of the
                             payee nominated in writing by the payee; or

                       (d)   in any other manner specified by the payee and
                             agreed to by the Trust Manager and the Trustee.

CHEQUES AND NOTICES
                 28.2  The Trustee must prepare or cause to be prepared all
                       cheques and notices which are to be issued pursuant to
                       clause 28.1 in relation to a Trust under this deed and
                       stamp the same as required by law at the expense of the
                       relevant Trust, and the Trustee must sign (by
                       autographical, mechanical or other means) such cheques
                       for despatch by the day on which they ought to be
                       despatched.

                 28.3  Any payment made by or on behalf of the Trustee in
                       respect of any Registered Note shall be made to the
                       person whose name is entered in the Register of Note
                       Holders as the registered owner of the relevant
                       Registered Note (or in the case of joint registered
                       owners, to the person whose name first appears in the
                       Register of Note Holders). Any payment by or on behalf of
                       the Trustee in respect of any Bearer Note shall be made
                       in accordance with the Note Trust Deed and the Agency
                       Agreement for the relevant Trust.


29     COLLECTIONS
------------------------------------------------------------------------------
COLLECTIONS BELONG TO TRUSTEE
                 29.1  All Collections in respect of a Trust are the property of
                       the Trustee after the Closing Date.

APPOINTMENT OF SERVICER AS AGENT
                 29.2  The Trustee may appoint a person to act as Servicer to
                       gather in Collections on its behalf in respect of a Trust
                       in accordance with this deed, the Master Servicer Deed
                       and as otherwise agreed between the Trustee and the
                       Servicer.


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                                                                              51
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WHEN RECEIVED
                 29.3  A Collection in the form of a cheque presented to a
                       Servicer will be deemed to be received when presented. If
                       the cheque is subsequently dishonoured, the amount (if
                       any) transferred by a Servicer to the Collections Account
                       representing that Collection shall be repaid by the
                       Trustee to that Servicer out of the Collections Account
                       (or out of funds otherwise representing Collections).
                       Each Servicer must present all such cheques in accordance
                       with its normal banking practice.


30     CALCULATION AND APPLICATION OF EXPENSES AND COLLECTIONS
--------------------------------------------------------------------------------
                       Unless otherwise stated in a Supplemental Deed, on each
                       Determination Date, the Trust Manager will calculate in
                       respect of each Trust:

                       (a)   the amount of interest, principal and other amounts
                             payable in respect of Borrowings in respect of the
                             Trust on the next related Payment Date;

                       (b)   the fees and expenses payable in respect of the
                             Collection Period just ended pursuant to the
                             Supplemental Deed for the relevant Trust;

                       (c)   Asset balance of the Trust; and

                       (d)   the funds held in the Collection Account.


31     INCOME AND DISTRIBUTIONS
--------------------------------------------------------------------------------
COLLECTIONS
                 31.1  All Collections in respect of a Trust and other amounts
                       credited to the bank account of the Trust will be
                       allocated by the Trust Manager and paid by the Trustee at
                       the direction of the Trust Manager, in accordance with
                       the Cashflow Allocation Methodology contained in the
                       Supplemental Deed for that Trust.

                 31.2  The Trust Manager must, to the extent it is possible to
                       do so, determine that there is an amount of Net Trust
                       Income of each Trust in respect of each Financial Year
                       (being an amount not less than $1) and for the purpose of
                       those calculations:

                       (a)   the Trust Manager may determine whether any
                             deemed or actual receipt, profit, gain, payment,
                             loss, outgoing, provision or reserve or any sum
                             of money or investment in a Financial Year is or
                             is not to be treated as being on income or
                             capital account of the Trust (including treating
                             the transfer of amounts from the corpus of the
                             Trust as income of the Trust for any purpose)
                             and whether and the extent to which any
                             provisions and reserves need to be made for the
                             Financial Year;

                       (b)   unless determined otherwise in accordance with
                             clause 31.2(a), an item is to be taken into account
                             in calculating the


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                                                                              52
--------------------------------------------------------------------------------
                             Net Trust Income if it would be taken into account
                             in determining the Net Annual Income; and

                       (c)   the Trust Manager will make such determinations as
                             are necessary to ensure, as far as possible, that
                             any tax liability in respect of the Trust in
                             respect of a year of income under Division 6 of the
                             Tax Act (or any similar provision of any
                             replacement Act) is borne by the Unitholders and
                             not by the Trustee.

                 31.3  The Trust Manager must determine the Net Annual Income of
                       each Trust for each Financial Year and in doing so, it
                       may have regard to the determinations made by it under
                       clause 31.2. The Residual Income Unitholder of a Trust
                       shall be entitled to the whole of the Net Annual Income
                       of that Trust for each Financial Year in accordance with
                       the relevant Supplemental Deed.

                 31.4  The Residual Income Unitholder of a Trust shall be
                       presently entitled for the purposes of the Tax Act to the
                       whole of the Net Trust Income of that Trust in respect of
                       each Financial Year.

                 31.5  On the last day of each Financial Year of a Trust, the
                       Residual Income Unitholder of that Trust will be entitled
                       to be paid an amount equal to whichever is the greater of
                       the following:

                       (a)   its proportion of the Net Trust Income to which
                             it is presently entitled under clause 31.4; and

                       (b)   its proportion of the Net Annual Income to which
                             it is entitled under clause 31.3.

                 31.6  The Trust Manager may in its absolute discretion require
                       the Residual Income Unitholder of a Trust to invest an
                       amount in the Trust if:

                       (a)   that amount represents an amount to which the
                             Residual Income Unitholder is presently entitled to
                             under clause 31.4 hereof and which amount was not
                             actually paid to the Residual Income Unitholder in
                             the relevant Financial Year; and

                       (b)   the Residual Income Unitholder requests the Trust
                             Manager (or Trustee) to pay, or otherwise deal with
                             such amount on behalf of the Residual Income
                             Unitholder ,

                       as a payment, or additional payment, in respect of its
                       interest in the Trust.


32     ACCOUNTS AND AUDIT
--------------------------------------------------------------------------------
ACCOUNTS
                 32.1  The accounts of each Trust must be prepared by the Trust
                       Manager in accordance with generally accepted accounting
                       principles and the Corporations Law. The accounts must be
                       maintained at the office of the Trust Manager. The Trust
                       Manager covenants with the Trustee to keep the accounts
                       of each Trust.


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                                                                              53
--------------------------------------------------------------------------------
AUDIT
                 32.2  The Trustee (on the recommendation of the Trust Manager)
                       must appoint a person qualified to act as required by the
                       Corporations Law as the Auditor to audit the accounts of
                       each Trust.

REMOVAL OF AUDITOR
                 32.3  The Trustee may, subject to clause 32.4, remove the
                       Auditor on one month's prior written notice to the Trust
                       Manager and the Auditor. Any such notice must specify the
                       Trustee's grounds for removing the Auditor.

                 32.4  The Trustee must remove the Auditor of a Trust if
                       requested to do so by:

                       (a)   the Trust Manager; or

                       (b)   an Extraordinary Resolution of the Note Holders of
                             that Trust (or, if there are no Note Holders, by
                             the Unitholders of that Trust).

TERMS OF AUDIT
                 32.5  The Trust Manager must require the Auditor to audit the
                       accounts of each Trust within 5 months of the end of the
                       financial year of the relevant Trust.

RETIREMENT
                 32.6  The Auditor may retire on one month's notice to the
                       Trustee.

REMUNERATION
                 32.7  The Auditor's remuneration must be fixed by the Trustee
                       and approved by the Trust Manager.


33     REMUNERATION AND EXPENSES
--------------------------------------------------------------------------------
TRUST MANAGER FEES
                 33.1  The Trust Manager is entitled to a fee for administering
                       and managing each Trust, in an amount calculated and
                       payable in accordance with the relevant Supplemental
                       Deed.

TRUSTEE FEES
                 33.2  The Trustee is entitled to a fee for performing its
                       duties under this deed in respect of each Trust, in an
                       amount calculated and payable in accordance with the
                       relevant Supplemental Deed.

EXPENSES
                 33.3  All expenses reasonably and properly incurred by the
                       Trustee or Trust Manager in connection with a Trust or in
                       performing their obligations or exercising their powers
                       under this deed are payable or reimburseable out of the
                       Assets of that Trust in accordance with this clause. This
                       includes (without limitation) expenses connected with:

                       (a)   this deed and the formation of the Trust and any
                               Supplemental Deed;


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                                                                              54
--------------------------------------------------------------------------------
                       (b)   preparation, review, distribution and promotion
                             of any prospectus or offering memorandum in
                             respect of the Notes;

                       (c)   the sale, purchase, insurance, custody and any
                             other dealing with Assets;

                       (d)   any proposed investment;

                       (e)   the administration, management or promotion of
                             the Trust or its Assets and Liabilities
                             (including the engagement of any Servicer);

                       (f)   convening and holding meetings of Note Holders,
                             the implementation of any resolutions and
                             communications with Note Holders;

                       (g)   Tax, including Taxes assessed on the income of the
                             Trust, (provided it is not on the personal income
                             of the Trustee or Trust Manager) and bank fees;

                       (h)   the engagement of agents, Valuers, advisers,
                             brokers, underwriters and contractors and any other
                             person engaged in accordance with this deed;

                       (i)   preparation and audit of the taxation returns
                             and accounts of the Trust;

                       (j)   termination of the Trust and the retirement or
                             removal of the Trustee or Trust Manager and the
                             appointment of a new trustee or manager;

                       (k)   subject to clauses 22.9 and 24.17, any court
                             proceedings, arbitration or other dispute
                             concerning the Trust including proceedings against
                             the Trustee or the Trust Manager by the other of
                             them; and

                       (l)   any other costs or expenses incurred in respect
                             of, or in connection with, any Transaction
                             Document.

                       All such costs and expenses are payable on a full
                       indemnity basis (or, in the case of legal costs and
                       disbursements, charged at the usual commercial rates of
                       the relevant legal services provider).

GST
                 33.4  The fees referred to in this clause are inclusive of GST.
                       The supplier will provide the recipient any reasonable
                       documentation required for GST purposes so as to enable
                       the recipient to receive an input tax credit or tax
                       refund for GST purposes.

<PAGE>

                                                                              55
--------------------------------------------------------------------------------
34      PART J - GENERAL PAYMENTS
--------------------------------------------------------------------------------
PAYMENTS GENERALLY
                 34.1  Each payment to be made by a party to another party under
                       this deed or a Supplemental Deed must be made on the due
                       date for payment in such manner as the Trust Manager may
                       determine.

NO DEDUCTION
                 34.2  Subject to the provisions of the relevant Supplemental
                       Deed, each payment to be made by the Seller to the
                       Trustee or the Trust Manager under this deed or a
                       Supplemental Deed must be made in full, free and clear of
                       any set-off, restriction or condition, and without any
                       deduction or withholding, other than as required by law.


35     NOTICES
--------------------------------------------------------------------------------
NOTICES
                 35.1  Any notice, request, certificate, approval, demand,
                       consent or other communication to be given under this
                       deed:

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

                       (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 by facsimile to the facsimile
                             number of the addressee, specified in clause
                             35.2 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
                 35.2  The initial address and facsimile numbers of each
                       party are:

                       (a)   in the case of the Trustee:

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

                       (b)   in the case of the Trust Manager:

                             Address:     Level 6
                                          530 Collins Street,
                                          Melbourne VIC 3000
                             Facsimile:   (03) 9273 3539
                             Attention:   Manager, Primary Markets Group

DEEMED RECEIPT
                 35.3  A notice, request, certificate, demand, consent or other
                       communication under this deed is deemed to have been
                       received:
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                                                                              56
--------------------------------------------------------------------------------
                       (a)   where delivered in person, upon receipt at the
                             relevant office;

                       (b)   where sent by post, on the third (seventh if
                             outside Australia) day after posting;

                       (c)   where sent by facsimile, on production by the
                             dispatching facsimile machine 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.

                       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.

NOTICES TO UNITHOLDERS AND SECURED CREDITORS
                 35.4  Any notice required or permitted to be given to a
                       Unitholder or Secured Creditors must be given by mail,
                       postage prepaid, at the address of such Unitholder or
                       Secured Creditor as shown in the relevant register or
                       otherwise. In the case of a Registered Note held jointly
                       the notice will be sent to the address recorded in the
                       Register of Note Holders of the joint Note Holder whose
                       name appears first in that Register. Where a notice or
                       other communication is to be provided under this deed to
                       a Note Holder of a Bearer Note, the notice may be given
                       in accordance with the relevant Note Trust Deed. Any
                       notice so mailed within the time prescribed in this deed
                       is conclusively presumed to have been duly given, whether
                       or not the Secured Creditor or a Unitholder receives such
                       notice. Notwithstanding the foregoing, any notice may be
                       given to a Secured Creditor by an advertisement placed on
                       a Business Day in any nationally delivered newspaper or
                       where appropriate an internationally distributed
                       newspaper.

LATE NOTICE
                 35.5  The giving of late notice does not operate to release any
                       party from its obligations under this deed.


36     AMENDMENTS TO THIS DEED
--------------------------------------------------------------------------------
AMENDING POWER
                 36.1  Subject to clause 36.5 and to any approval required by
                       law or by clause 36.2 and provided that 10 Business Days'
                       prior notice (or such other period agreed between the
                       Trust Manager and the Designated Rating Agency) of the
                       amendment, addition or revocation is given to the
                       Designated Rating Agency, the Trustee and Trust Manager
                       may together by deed amend, add to or revoke any
                       provision of this deed (including this clause 36.1) and
                       (with the consent of the other parties thereto) any
                       Supplemental Deed or any Warehouse Facility referred to
                       in that Notice if the amendment, addition or revocation:

                       (a)   in the reasonable opinion of the Trustee is
                             necessary or expedient to comply with any
                             statute or any law;


<PAGE>

                                                                              57
--------------------------------------------------------------------------------
                       (b)   in the reasonable opinion of the Trustee is
                             necessary to correct a manifest error or is of a
                             formal, technical or administrative nature only;

                       (c)   in the reasonable opinion of the Trustee or the
                             Trust Manager will enable the provisions of this
                             deed to be more conveniently, advantageously,
                             profitably or economically administered;

                       (d)   in the reasonable opinion of the Trustee or the
                             Trust Manager is otherwise desirable for any
                             reason;

                       (e)   in the reasonable opinion of the Trustee or of
                             legal counsel appointed by the Trustee is
                             required by, is a consequence of, is consistent
                             with or is appropriate or expedient as a
                             consequence of, any amendment to any statute,
                             regulation or requirements of any Governmental
                             Agency (including, without limitation, any
                             amendment, addition or revocation which is in
                             the opinion of the Trustee appropriate or
                             expedient as a result of any amendment to any
                             legislation dealing with, or associated with,
                             taxation or any ruling by the Commissioner or
                             Deputy Commissioner of Taxation or any
                             government announcement or statement) that has
                             or may have the effect of altering the manner or
                             basis of taxation of trusts generally or of
                             trusts similar to any of the Trusts.

                       Such amendment may relate to all Trusts or specified
                       Trusts.

NOTE HOLDER CONSENT
                 36.2  If, in the reasonable opinion of the Trustee, any
                       alteration made under clause 36.1(c) or (d) may be
                       prejudicial or likely to become prejudicial to the
                       interests of Secured Creditors or Note Holders of a
                       particular Trust or class, the alteration may only be
                       effected if the relevant Secured Creditors of the Trust
                       or Note Holders of the class or trust pass an
                       Extraordinary Resolution approving the alteration.

TAX REFORM
                 36.3  The parties acknowledge that:

                       (a)   it is in the interest of all parties, including
                             the Trustee, the Note Holders and the Residual
                             Income Unitholders, that:

                             (i)   the Trustee always be in a position to pay
                                   any tax liability when due;

                             (ii)  the payment of tax by the Trustee must not
                                   affect the amount of principal or interest
                                   payable on the Debt Instruments or the timing
                                   of such payments; and

                             (iii) the rating of the Debt Instruments be
                                   maintained,


<PAGE>

                                                                              58
--------------------------------------------------------------------------------
                             (collectively the "OBJECTIVES").

                 36.4  If any draft legislation is introduced into federal
                       parliament, and the result of that draft legislation if
                       it becomes law will be that any of the Objectives would
                       be adversely affected, then:

                       (a)   the Trust Manager shall promptly consult with
                             the Trustee to determine what changes, if any,
                             are necessary to the Cashflow Allocation
                             Methodology (which may not include changes to
                             the amounts of any fees payable by the Trustee)
                             in the relevant Amending Deed (defined below)
                             and/or the Transaction Documents to achieve the
                             Objectives;

                       (b)   within a reasonable time of the draft legislation
                             being introduced into parliament (or such longer
                             time as the Trustee permits) the Trust Manager
                             shall provide a written recommendation to the
                             Trustee and a draft amending deed ("AMENDING DEED")
                             that if executed will achieve the Objectives; and

                       (c)   upon the Trustee being notified that the draft
                             Amending Deed will achieve the Objectives (and in
                             this regard the Trustee may rely (amongst others)
                             upon the advice of tax lawyers) the Trustee and the
                             Trust Manager shall execute the Amending Deed.

                 36.5  Provided that the Trustee receives written advice from an
                       experienced and reputable tax lawyer or tax accountant to
                       the effect that if the Cashflow Allocation Methodology,
                       as amended by the Amending Deed, is followed the
                       Objectives will be met, and a Rating Agency Notification
                       is given:

                       (a)   the Trustee shall not be obliged to obtain the
                             consent of any Note Holder, Secured Creditor or
                             Unitholder to the Amending Deed, and

                       (b)   subject to its terms, the Amending Deed shall be
                             effective when executed, and may:

                             (i)   permit the Trustee to accumulate a reserve
                                   out of moneys that would otherwise be
                                   payable to the Unitholders; and/or

                             (ii)  provide for Tax to be paid out of moneys that
                                   would otherwise have been payable to the
                                   Unitholders.

                 36.6  Without limiting clause 36.5, in formulating a proposal
                       to meet the Objectives, the Trust Manager shall have
                       regard to the impact of any change to the Cashflow
                       Allocation Methodology to the Unitholders, and shall
                       consider proposals made by the Unitholders that will
                       enable the Trustee to meet the Objectives.


<PAGE>


                                                                              59
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37     ALL PARTIES BOUND BY DEED
--------------------------------------------------------------------------------
                       The terms and conditions of this deed as duly altered,
                       modified, added to or cancelled from time to time are
                       binding on the Trustee, the Trust Manager, each Seller,
                       each Servicer, the Secured Creditors and the Unitholder
                       and all persons claiming through any of them respectively
                       as if that person were a party to this deed.


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

RIGHTS CUMULATIVE
                 38.2  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
                 38.3  The Trustee and the Trust Manager may rely on the
                       validity of any signature on any transfer, form of
                       application or other instrument or document unless the
                       Trustee or the Trust Manager (as the case may be) is
                       aware that the signature is not genuine. Neither the
                       Trustee nor the Trust Manager is liable to make good out
                       of its own funds any loss incurred by any person if a
                       signature it is entitled to rely on 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.


39     GOVERNING LAW
--------------------------------------------------------------------------------
GOVERNING LAW
                 39.1  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
                       Unitholder and Secured Creditors are governed by the laws
                       in force in New South Wales.

SUBMISSION TO JURISDICTION
                 39.2  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
                 39.3  Without preventing any other mode of service, any
                       document in an action (including, without limitation, any
                       writ of summons or other


<PAGE>

                                                                              60
--------------------------------------------------------------------------------
                       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 35.


40     LIMITED RECOURSE
--------------------------------------------------------------------------------
LIMITATION ON TRUSTEE'S LIABILITY
                 40.1  This deed applies to the Trustee only in its capacity as
                       trustee of each Trust and in no other capacity. A
                       liability incurred by the Trustee acting in its capacity
                       as trustee of a Trust arising under or in connection with
                       this deed 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 relevant Trust out of which the
                       Trustee is actually indemnified for the liability. This
                       limitation of the Trustee's liability applies despite any
                       other provision of this deed (other than clause 40.3) 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.

CLAIMS AGAINST TRUSTEE
                 40.2  The parties other than the Trustee may not sue the
                       Trustee in any capacity other than as trustee of the
                       relevant Trust, including seeking the appointment of a
                       receiver (except in relation to the Assets of that
                       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 that Trust).

BREACH OF TRUST
                 40.3  The provisions of this clause 40 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 relevant Trust or by operation of law
                       there is a reduction in the extent of the Trustee's
                       indemnification out of the Assets of that Trust as a
                       result of the Trustee's fraud, gross negligence or wilful
                       default.

ACTS OR OMISSIONS
                 40.4  It is acknowledged that the Trust Manager, the
                       Originators and the Servicer are responsible under this
                       deed and the other Transaction Documents in relation to a
                       Trust to which the Trust Manager, an Originator or the
                       Servicer (as the case may be) is a party for performing a
                       variety of obligations relating to that 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
                       40.3 if and to the extent the act or omission was caused
                       or contributed to by any failure by the Trust Manager, an
                       Originator or the Servicer 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 the Trust Manager, an Originator
                       or the Servicer or


<PAGE>

                                                                              61
--------------------------------------------------------------------------------
                       any other such person regardless of whether or not the
                       act or omission is purported to be done on behalf of the
                       Trustee.

                 40.5  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
                       40.3.

                 40.6  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.

EXECUTED as a deed.


<PAGE>

                                                                              62
--------------------------------------------------------------------------------
SCHEDULE 1             NOTICE OF CREATION OF TRUST
--------------------------------------------------------------------------------

                       To:   Perpetual Trustee Company Limited ("TRUSTEE")

                       From: ANZ Capel Court Limited ("TRUST MANAGER")



                       Under clause 3.1 of the Master Trust Deed dated 1 August
                       2000 between the Trustee and the Trust Manager as trust
                       manager establishing the Kingfisher Trusts (as amended
                       from time to time) ("MASTER TRUST DEED") the Trust
                       Manager gives notice of the creation of a Trust under the
                       Master Trust Deed to be known as the [ ] [Warehouse X]
                       [Trust X-Y] Trust or such other name as the Trust Manager
                       and the Trustee have agreed under clause 3.3 of the
                       Master Trust Deed.

                       The [ ] [Warehouse X] [Trust X-Y] Mortgage Trust will be
                       a Trust for the purposes of the Master Trust Deed.

                       This Notice of Creation of Trust is accompanied by $10 in
                       accordance with clause 3.1(b) of the Master Trust Deed.

                       The Residual Capital Unitholder of the Trust is [ ]and
                       the Residual Income Unitholder of the Trust is [ ], each
                       of whom shall contribute the amount of $5 as the initial
                       issue price for their respective Unit.

                       The above sum of $10 will vest in the Trustee and be held
                       by the Trustee on and subject to the trusts, terms and
                       conditions of the Master Trust Deed and the Supplemental
                       Deed dated [ ] in respect of this Trust and will be
                       invested by the Trustee in accordance with the provisions
                       of the Supplemental Deed and the Master Trust Deed.

                       Terms defined in the Master Trust Deed have the same
                       meaning when used in this Notice.

                       Dated:

                       For and on behalf of the Trust Manager




                       ..........................................
                       Authorised Officer

                       For and on behalf of Trustee



                       ..........................................
                       Authorised Officer


<PAGE>

                                                                              63
--------------------------------------------------------------------------------
SCHEDULE 2             SALE NOTICE
--------------------------------------------------------------------------------


                       TO:   Perpetual Trustee Company Limited ("TRUSTEE")

                             ANZ Capel Court Limited ("TRUST MANAGER")


                       FROM: [    ] ("SELLER")



                       Dear Sirs

                       MASTER TRUST DEED

                             We refer to the Master Trust Deed dated 1 August
                             2000 between the Trustee and the Trust Manager and
                             to the Notice of Creation of Trust establishing the
                             "[[ ]] [Warehouse] Trust] [ ] ("TRUST") and the
                             Supplemental Deed dated 1 August 2000 under which
                             the Seller is appointed as a "Seller" [and a
                             "Servicer"] for that Trust.

                       1     Terms defined in the Master Definitions Schedule
                             dated 1 August 2000 between the Trustee, the Trust
                             Manager and P.T. Limited as Security Trustee shall
                             have the same meaning in this Sale Notice unless
                             the context otherwise requires except that:

                             EXPIRY TIME means 4:00 pm (Sydney time) on the
                             proposed Closing Date.

                             OFFERED RECEIVABLES means all of the Seller's
                             right, benefit and interest (present and future)
                             in, to or derived from:

                             (a)   the Receivables which are described in the
                                   attached computer disk;

                             (b)   each Related Security referable to all
                                   those Receivables; and

                             (c)   the Collections under, from or derived
                                   from, all those Receivables.

                       2     Subject to the terms and conditions of this Sale
                             Notice, the Seller (as legal and beneficial owner)
                             offers to sell and assign the Offered Receivables
                             to the Trustee.

                       3     (a)   The offer in clause 2 is irrevocable
                                   during the period from 5:00 pm (Sydney time)
                                   3 Business Days before the Expiry Time up to
                                   (and including) the Expiry Time.


<PAGE>

                                                                              64
--------------------------------------------------------------------------------
                             (b)   The Trustee may accept the offer contained
                                   n this Sale Notice at any time prior to the
                                   Expiry Time by, and only by, the payment by
                                   the Trustee to the Seller (or as it directs)
                                   of the cash component of the Purchase Price
                                   being the amount of $[ ] in Cleared Funds to
                                   the following bank account [ ].

                             (c)   Notwithstanding:

                                   (i)    satisfaction of all relevant
                                          conditions precedent; or

                                   (ii)   any negotiations undertaken between
                                          the Seller, the Trustee and the Trust
                                          Manager prior to the Trustee accepting
                                          the offer contained in this Sale
                                          Notice,

                                   the Trustee is not obliged to accept the
                                   offer contained in this Sale Notice and no
                                   contract for the sale or purchase of any
                                   Receivables detailed in this Sale Notice
                                   unless and until the Trustee accepts the
                                   offer contained in the Sale Notice in
                                   accordance with this clause.

                             (d)   The offer contained in this Sale Notice may
                                   only be accepted in relation to all the
                                   Receivables detailed in this Sale Notice.

                       4     If the Trustee accepts the offer of the sale of the
                             Offered Receivables, then the Trustee shall pay the
                             following amounts as consideration for the purchase
                             of the Receivables:

                             (a)   the payment of the Purchase Price at the
                                   time this offer is accepted;

                             (b)   the payment of amounts in respect of
                                   Additional Advances in accordance with the
                                   terms of the Supplemental Deed for the
                                   Trust.

                       5     The Seller acknowledges, agrees and confirms to
                             the Trustee that:

                             (a)   the Master Trust Deed and the
                                   Supplemental Deed is a valid and binding
                                   obligation of the Seller, enforceable in
                                   accordance with its terms;

                             (b)   the Seller provides (or repeats if it has
                                   done so already) the representations and
                                   warranties made by it in the Supplemental
                                   Deed insofar as they apply to the Offered
                                   Receivables;

                             (c)   the description of the Offered Receivables
                                   in the attached computer disk is true and
                                   correct in every respect.
<PAGE>


                                                                              65
--------------------------------------------------------------------------------
                       6     The proposed Cut-Off Date is [               ].

                       7     The intended Closing Date is [               ].

                       8     As soon as practicable after the Closing Date, but
                             no later than the Payment Date falling immediately
                             after the Closing Date, the Trustee shall ensure
                             that any Principal Adjustment (as defined in the
                             Supplemental Deed) is made in accordance with the
                             Master Trust Deed and the Supplemental Deed.

                       9     On the Payment Date following the Closing Date, the
                             Trustee shall ensure that any Accrued Interest
                             Adjustment (as defined in the Supplemental Deed) is
                             made in accordance with the Master Trust Deed and
                             the Supplemental Deed.

                       10    All necessary authorisations for the offer
                             evidenced by the Sale Notice and the transfer of
                             the Offered Receivables have been taken, or as the
                             case may be, obtained.

                       11    This offer and any agreement resulting from its
                             acceptance are subject to the Master Trust Deed and
                             the Supplemental Deed.


<PAGE>

                                                                              66
--------------------------------------------------------------------------------
SCHEDULE 3             RECEIVABLES TRANSFER DIRECTION
--------------------------------------------------------------------------------

TO:              PERPETUAL TRUSTEE COMPANY LIMITED as trustee of the [        ]
                 Trust [and [         ]] Trust ("TRUSTEE")

FROM:            ANZ CAPEL COURT LIMITED ("TRUST MANAGER")

1       DIRECTION TO ACQUIRE RECEIVABLES

        Under clause 12.2 of the Master Trust Deed dated 1 August 2000 (as
        amended from time to time) establishing the Kingfisher Trusts ("MASTER
        TRUST DEED"), the Trust Manager proposes and directs in this direction
        ("DIRECTION") that the Trustee on [ ] ("CLOSING Date") will:

                       (a)   [offer to [      ] to cease to hold as trustee
                             of the [        ] Trust, and dispose of to
                             [       ], the Receivables specified in Annexure
                             A;] or [hold as trustee of the
                             [                   ] Trust ("TRUST") on the
                             terms of the Master Trust Deed the benefit of
                             the portfolio of Receivables specified in
                             Annexure "A" ("PORTFOLIO OF RECEIVABLES");] and

                       (b)   [receive from [                             ]
                             ("RELEVANT ACQUIRER") the principal amount of
                             the Loans relating to the Portfolio of
                             Receivables at [date] ("CUT-OFF DATE") being
                             $[                       ].]

2       TRUST MANAGER'S CERTIFICATIONS

        The Trust Manager certifies to the Trustee that:

                       (a)   this direction complies with the Master Trust
                             Deed and the relevant Supplemental Deed;

                       (b)   after due enquiry it believes the Trustee as
                             trustee of the [     ] Trust and [    ] Trust
                             will be able to satisfy all its present and
                             future obligations and liabilities having regard
                             to any Notes to be issued, any other Borrowings,
                             any Receivables to be acquired and other
                             anticipated rights, liabilities and obligations
                             of the Trustee; and

                       (c)   the conditions precedent in clause 9.1 have been
                             satisfied.

                       INTERPRETATION

                             Each expression used in this Direction that is not
                             defined has the same meaning as in the Kingfisher
                             Master Trusts Master Definitions Schedule dated 1
                             August 2000 between the Trustee, the Security
                             Trustee and the Trust Manager.

                       Dated:

                       For and on behalf of [                  ]

                       Authorised Officer


<PAGE>

                                                                              67
--------------------------------------------------------------------------------
                                  ANNEXURE "A"

                            PORTFOLIO OF RECEIVABLES

                       [Specify Portfolio of Receivables]



<PAGE>

                                                                              68
--------------------------------------------------------------------------------
SCHEDULE 4             ISSUE NOTICE
--------------------------------------------------------------------------------

                       TO:   Perpetual Trustee Company Limited ("TRUSTEE")




                       Dear Sirs

                       [           ] TRUST

                       ANZ Capel Court Limited ("TRUST MANAGER") refers to the
                       Master Trust Deed dated 1 August 2000 and the
                       Supplemental Deed referable to the [ ] Trust ("MASTER
                       TRUST DEED").

                       NOTES

                       Pursuant to clause 17.3 of the Master Trust Deed, the
                       Trust Manager hereby notifies the Trustee of the details
                       of the issue of Notes on the following terms:

                       (a)    Class;

                       (b)    Name;

                       (c)    Issue Date;

                       (d)    Maturity Date;

                       (e)    the number of Notes to be issued;

                       (f)    the initial Face Value of those Notes;

                       (g)    the note is [interest bearing/not interest
                              bearing] and the interest is
                              [fixed/floating/at a discount]

                       (h)    the [Margin] is [    ];

                       (i)    the [Payment Date] is [  ];

                       (j)    the Notes are secured by [           ];

                       (k)    the Support Facilities are [         ];

                       (l)    the Hedging Arrangements are [                ];

                       (m)    [INSERT SALE NOTICE DETAILS];

                       (n)    the minimum subscription for the Notes is [     ];

                       (o)     [OTHERS].


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                                                                              69
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                       TRUST MANAGER'S CERTIFICATIONS

                       The Trust Manager certifies that after due enquiry it
                       believes:

                       (a)     the Trustee will be able to satisfy all its
                               present and future obligations and liabilities
                               having regard to the Notes to be issued, any
                               other Borrowings, the Receivables to be acquired
                               and other anticipated rights, liabilities and
                               obligations of the Trustee; and

                       (b)     the matters set out in clause 15.3 of the
                               Master Trust Deed to be true and correct.

                       Yours faithfully

                       FOR AND ON BEHALF OF THE TRUST MANAGER


<PAGE>

                                                                              70
--------------------------------------------------------------------------------
SCHEDULE 5             MEETINGS OF NOTE HOLDERS
--------------------------------------------------------------------------------
                       1     A meeting of Note Holders of a Trust must be
                             convened by notice in writing sent to every Note
                             Holder of that Trust entitled to attend and vote at
                             the meeting at least 7 Business Days before the
                             date of the meeting. The notice of meeting must
                             include a proxy form. The notice of meeting need
                             not set out the terms of any resolution to be
                             proposed, but must state the general nature of the
                             business to be transacted at the meeting. Either
                             the Trust Manager or the Trustee may convene a
                             meeting but must first give the other at least 10
                             business days notice of its intention to do so.

NON-RECEIPT
                       2     If a Note Holder does not receive a notice
                             (including if notice was accidentally omitted to be
                             given to them) the meeting is not invalidated.

QUORUM
                       3     The quorum for a meeting of a Trust is Note Holders
                             present in person or by proxy together holding
                             between them at least 67% of the Invested Amount of
                             the Notes for that Trust.

NO QUORUM
                       4     If a quorum is not present within 30 minutes
                             after the scheduled time for the meeting, the
                             meeting is:

                             (a)   if convened on the requisition of Note
                                   Holders - dissolved; or

                             (b)   otherwise - adjourned to such place and time
                                   as the Trust Manager decides in consultation
                                   with the Trustee.

                             At any adjourned meeting, those Note Holders
                             present in person or by proxy holding between them
                             at least 50% of the Invested Amount of the Notes
                             constitute a quorum.

CHAIRMAN
                       5     A person appointed as the chairman of a meeting of
                             Note Holders of a Trust (the "CHAIRMAN") by an
                             ordinary resolution of the Note Holders of that
                             Trust present at the meeting or, in the absence of
                             such an appointment, nominated by the Trustee. The
                             Chairman need not be a Note Holder.

ADJOURNMENT
                       6     The Chairman has power to adjourn a meeting for any
                             reason to such place and time as the Chairman
                             thinks fit.

VOTING
                       7     Voting at a meeting of Note Holders of a Trust is
                             by a show of hands, unless a poll is duly demanded
                             or the Resolution proposed is required by this deed
                             or by law to be decided by a percentage of all
                             Notes. Each Note Holder of the Trust present


<PAGE>

                                                                              71
--------------------------------------------------------------------------------
                             in person or by proxy has one vote on a show of
                             hands. On a poll, each Note Holder of the Trust
                             present in person or by proxy has one vote for
                             every $10 of the Invested Amount (rounded down to
                             the nearest $10) in respect of that Note Holder. In
                             the case of joint holders, only the person whose
                             name appears first in the register may vote.

POLL
                       8     A poll may be demanded before or on declaration
                             of the result of a show of hands by either:

                             (a)   the Chairman; or

                             (b)   at least 1 Note Holder present in person
                                   or by proxy.

CASTING VOTE
                       9     If votes are equal, whether on a show of hands or
                             on a poll, the Chairman has a casting vote in
                             addition to the vote or votes (if any) to which the
                             Chairman is entitled as a Note Holder.

PROXIES
                       10    A Note Holder may be represented at a meeting by
                             proxy. Proxies are governed by Part 2G.4 Division 5
                             of the Corporations Law as if all meetings were
                             convened under Part 2G.4 Division 5. The Trustee is
                             not obligated to enquire whether a proxy has been
                             validly given. A proxy expires after 12 months. A
                             proxy is still valid after it is revoked or after
                             the Note Holder who gave it dies or becomes under a
                             legal disability, unless the Trustee has received
                             written notice of that fact before the meeting at
                             which the proxy is used.

REPRESENTATIVES
                       11    A body corporate may be represented at a meeting by
                             a person appointed in the manner provided in
                             section 250D of the Corporations Law. The person
                             may exercise on the body's behalf the same powers
                             as the body could if it were a natural person and
                             the body is taken to be present at the meeting in
                             person.

OTHER ATTENDEES
                       12    The Trustee, the Trust Manager, the Unitholders and
                             the Auditor may attend and speak at any meeting, or
                             invite any other person to attend and speak.

RESOLUTIONS BINDING
                       13    A Resolution in respect of a Trust binds all Note
                             Holders of the Trust, whether or not they are
                             present at the meeting. No objection may be made to
                             any vote cast unless the objection is made at the
                             meeting. The decision of the Chairman on any matter
                             is final.


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                                                                              72
--------------------------------------------------------------------------------
MINUTES
                       14    The minutes of a meeting of Note Holders signed by
                             the Chairman of the meeting are conclusive evidence
                             of the matters stated in them unless the contrary
                             is proved.

WRITTEN RESOLUTIONS
                       15    Notwithstanding the provisions of this schedule, a
                             Resolution of the Note Holders of a Trust
                             (including an Extraordinary Resolution) may be
                             passed, without any meeting or previous notice
                             being required, by an instrument or instruments in
                             writing which has or have:

                             (a)   in the case of a resolution (including an
                                   Extraordinary Resolution) of the Note
                                   Holders of a Trust, been signed by all
                                   Note Holders of the Trust; and

                             (b)   any such instrument shall be effective upon
                                   presentation to the Trustee for entry in the
                                   records referred to in paragraph 14.

POWERS OF A MEETING
                       16

                             (a)   Subject to paragraph (b) below, a meeting of
                                   the Note Holders of a Trust shall, without
                                   prejudice to any rights or powers conferred
                                   on other persons by the Transaction
                                   Documents, have power exercisable by
                                   Extraordinary Resolution:

                                   (i)    to sanction any action that the
                                          Trustee or the Trust Manager proposes
                                          to take to enforce the provisions of
                                          any Transaction Documents relating to
                                          the Trust;

                                   (ii)   to sanction any proposal by the
                                          Trust Manager or the Trustee for
                                          any modification, abrogation,
                                          variation or compromise of, or
                                          arrangement in respect of, the
                                          rights of the Note Holders against
                                          the Trustee or the Trust Manager,
                                          whether such rights arise under any
                                          Transaction Document or otherwise;

                                   (iii)  to sanction the exchange or
                                          substitution of Notes for or the
                                          conversion of Notes into any other
                                          obligations or securities of the
                                          Trustee or any other body corporate
                                          formed or to be formed;

                                   (iv)   subject to the Master Trust Deed and
                                          the relevant Supplemental Deed, to
                                          consent to any alteration, addition or
                                          modification of the Master Trust Deed
                                          or the relevant Supplemental Deed
                                          which is proposed by the Trustee or
                                          the Trust Manager;


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                                   (v)    to discharge or exonerate the Trustee
                                          or the Trust Manager from any
                                          liability in respect of any act or
                                          omission for which it may become
                                          responsible under any Transaction
                                          Document relating to the Trust;

                                   (vi)   to authorise the Trustee, the Trust
                                          Manager or any other person 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;

                             (b)   a meeting of the Note Holders of the Trust
                                   shall not have power to, nor shall any
                                   resolution submitted to the meeting propose
                                   or have the effect of:

                                   (i)    removing the Trustee or Trust
                                          Manager from office;

                                   (ii)   interfering with the management of
                                          any Trust;

                                   (iii)  winding-up or terminating a Trust,
                                          except as contemplated by the
                                          Master Trust Deed;

                                   (iv)   altering the Authorised Investments
                                          of a Trust;

                                   (v)    altering the terms upon which any
                                          Notes are issued (subject to the
                                          specific provisions of paragraph (a)
                                          above).


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EXECUTION PAGE
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SIGNED, SEALED AND DELIVERED        )
by                                  )
as attorney for ANZ CAPEL COURT     )
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 has received
 ................................    )      no notice of revocation of the power
Occupation of witness               )      of attorney





                                    )
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 has received
 ................................    )      no notice of revocation of the power
Occupation of witness               )      of attorney