<PAGE>

                                                                     Exhibit 4.2


                       ---------------------------------
                                DATED 17 MAY 2001





                            KINGFISHER TRUST 2001-1G
                                SUPPLEMENTAL DEED



                            PERPETUAL TRUSTEE COMPANY
                                     LIMITED
                                   ("TRUSTEE")
                             ANZ CAPEL COURT LIMITED
                                ("TRUST MANAGER")
                            AUSTRALIA AND NEW ZEALAND
                              BANKING GROUP LIMITED
                         ("SELLER", SERVICER, CUSTODIAN
                        AND RESIDUAL INCOME UNITHOLDER)
                                  P.T. LIMITED
                              ("SECURITY TRUSTEE")
                          KINGFISHER SECURITISATION PTY
                                       LTD
                        ("RESIDUAL CAPITAL UNITHOLDER")















                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                                    Level 60
                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                              Fax (61 2) 9296 3999
                                  DX 113 Sydney
                                  Ref: SRF:BCC


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                                                                               1
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<TABLE>
CONTENTS               KINGFISHER TRUST 2001-1G SUPPLEMENTAL DEED
--------------------------------------------------------------------------------
<S>                                                                          <C>
                       PART 1 - INTERPRETATION                                 2

                       1     INTERPRETATION                                    2

                             Definitions                                       2
                             Transaction Document                             17
                             Limited to Trust                                 17
                             Definitions and consistency                      17
                             Global Master Security Trust Deed                18
                             Register of Note Holders                         18
                             Transfer of Notes                                18
                             Reporting Statement                              18
                             Definitions Schedule                             19
                             Credit ratings                                   19
                             Support Facilities                               19

                       PART 2 - THE TRUST AND ITS ASSETS                      20

                       2     TRUST                                            20

                             Name of Trust                                    20
                             Determination of final Payment Date              20
                             Realisation of Assets of the Trust               20
                             Conditions of Sale during 180 days               20
                             Right of refusal                                 21
                             Sale at lower price                              21
                             Conditions of sale after 180 days                21
                             Further conditions of sale after 180 days        22
                             Procedures pending winding-up                    22
                             Costs on winding-up of the Trust                 23
                             Calculation of Final Distributions               23
                             Final Distributions                              23

                       3     ENTITLEMENT OF BENEFICIARIES                     23

                             Issue of Units                                   23
                             Residual Capital Unit                            24
                             Residual Income Unit                             24
                             Unit Register                                    25
                             Transfer of Units                                25
                             Limit on rights                                  26

                       4     CONSUMER CREDIT CODE                             26

                             Right of indemnity - Consumer Credit Legislation 26
                             Servicer                                         26

                       5     REPURCHASE OPTION                                27

                             Clean-Up offer                                   27
                             Calculation                                      27
                             Acceptance                                       27
                             Consent of Note Holders                          27
                             Reconveyance                                     27
                             Clean-Up Amount                                  28

                       6     RECEIVABLES                                      29

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                                                                               2
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                             Requirement to satisfy                           29
                             Eligibility Criteria                             29
                             Servicer may release Related Security            30

                       7     THE CUSTODIAN                                    30

                             Standard                                         30
                             Transfer of Custody                              31
                             Information Indemnity                            31
                             Auditor review                                   31
                             Document Custody Audit Report                    32
                             Timing of Document Custody Audit Reports         32
                             Adverse Document Custody Audit Report            33
                             Custodian Transfer Event                         33
                             Failure to comply with clause 7.10               33
                             Indemnity                                        34
                             Trustee to co-operate with Servicer              34
                             Trustee's duty while holding Title Documents     34
                             Reappointment of the Custodian as custodian      35

                       PART 3 - THE NOTES                                     36

                       8     PURPOSE                                          36

                             Purpose                                          36
                             Criteria                                         36
                             General                                          36

                       9     TERMS OF ISSUE OF THE NOTES                      36

                             Notes to be issued                               36
                             Form, constituent documents and denomination of
                             the Notes                                        36
                             Tranches of Class A Notes and Class B Notes      37
                             Initial Invested Amount of the Notes             38
                             Interest on the Class A Notes                    38
                             Interest on the Class B Notes                    38
                             Overdue interest                                 38
                             Redemption                                       39
                             Trustee's Covenant to the Note Holders           39
                             Register of Note Holders                         40
                             Transfer and Transmission of Notes               40
                             Taxation                                         40
                             Rounding of Payments                             40
                             Call Option                                      41
                             Redemption for Taxation or Other Reasons         41

                       10    CONDITIONS PRECEDENT                             43

                             Conditions precedent to the issue of Notes       43

                       11    REPRESENTATIONS AND WARRANTIES                   44

                             Representations and Warranties                   44
                             Trustee representations and warranties           45
                             Seller representations and warranties            46

                       12    PAYMENTS                                           47

                             Manner                                             47
                             Cleared Funds                                      48


<PAGE>

                                                                               2
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                       PART 4 - PRINCIPAL AND INCOME DETERMINATIONS AND
                             PAYMENTS                                         49

                       13    COLLECTIONS                                      49

                             Establishment of Collection Account with
                             Servicer                                         49
                             Remittance to Collection Account                 49

                       14    TERMINATION OF THE SWAPS AND APPLICATION OF
                             THRESHOLD RATE                                   49

                             Calculation of Threshold Rate                    49
                             Termination of Basis Swap or Fixed Rate Swap     49
                             Seller's Discretion                              50
                             Trustee's power                                  50
                             Termination of Linked Deposit Accounts           51
                             Servicer to adjust                               51
                             Gross Up for Linked Deposit Accounts             51

                       15    CASHFLOW ALLOCATION METHODOLOGY                  51

                             General                                          51
                             Collection Period                                52
                             Finance Charge Collections                       52
                             Calculation of Available Income                  53
                             Principal Draw                                   54
                             Liquidity Drawing                                54
                             Calculation and application of Total Available
                             Income                                           54
                             Required Payments (Interest waterfall)           55
                             Excess Available Income                          56
                             Principal Collections                            57
                             Redraw Shortfall                                 58
                             Principal Distributions                          58
                             Payments of Principal on the Notes and to the
                             Redraw Facility Provider                         59
                             Principal Charge-Offs                            59
                             Carryover Principal Charge-Offs                  60
                             Increases                                        60
                             Early Repayment Costs and Early Repayment
                             Benefits                                         61
                             Application of proceeds following an Event of
                             Default                                          61
                             Excluded Amount                                  63

                       16    DETERMINATIONS BY TRUST MANAGER                  63

                             Determinations by Trust Manager                  63

                       17    TRUST MANAGER, TRUSTEE, CUSTODIAN AND SERVICER
                             FEES                                             64

                             Trust Manager's fee                              64
                             Trustee's fee                                    65
                             Custodian's fee                                  65
                             Servicer's fee                                   65
                             Fee and GST                                      66

                       PART 5 - GENERAL                                       67

                       18    NOTICES                                          67

                             Notices                                          67
                             Deemed receipt                                   68

<PAGE>

                                                                               4
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                       19    COUNTERPARTS                                     68

                       20    DAMAGES                                          68

                             Claim for Damages                                68
                             Allocation of Damages                            69

                       21    MISCELLANEOUS                                    69

                             Certificate                                      69
                             Exercise of rights                               69
                             Waiver and variation                             69
                             Supervening legislation                          69
                             Approvals and consent                            70
                             Remedies cumulative                              70
                             Indemnities                                      70
                             Time of the essence                              70
                             Receipts                                         70
                             Acknowledgment                                   70
                             Disclosure of information                        70
                             Rights cumulative                                71
                             Signatures                                       71

                       22    GOVERNING LAW                                    71

                             Governing Law                                    71
                             Submission to jurisdiction                       71
                             Service                                          71

                       23    LIMITED RECOURSE - TRUSTEE                       71

                             Limitation on Trustee's liability                71
                             Claims against Trustee                           72
                             Breach of Trust                                  72
                             Acts or omissions                                72
                             No obligation                                    72

                       24    SELLER TRUST                                     72

                             Constitution of Seller Trust                     72
                             Declaration of Trust                             73
                             Entitlement                                      73
                             Dealing with assets                              73
                             Treatment of Shared Collateral                   73
                             Proceeds                                         74
                             Claw-Back                                        74
                             Duties                                           75
                             Indemnity                                        75
                             Termination                                      75
                             Transfer                                         75
                             Other liabilities                                76
                             Shared Securities                                76

                       25    SELLER PROVISIONS                                76

                             Seller Advances                                  76
                             Restrictions on Seller Advances                  77
                             Set-Off                                          77
                             Seller Downgrade                                 77
                             Reduction or increase of Seller Deposit          78

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                                                                               5
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                             Interest on Seller Deposit                       79
                             Seller Upgrade                                   79
                             Termination of Trust or Amendments to
                             Receivables                                      79
                             Withdrawals from the account                     80

                       SCHEDULE 1  REGISTER OF NOTE HOLDERS                   81

                       SCHEDULE 2  TRANSFER OF NOTES                          84

                       SCHEDULE 3  STEPDOWN PERCENTAGE                        88

                       EXECUTION PAGE                                         92
</TABLE>

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                                                                               1
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                        KINGFISHER TRUST 2001-1G SUPPLEMENTAL DEED

DATE:                   17 May 2001

PARTIES:                PERPETUAL TRUSTEE COMPANY LIMITED

                        (ABN 42 000 001 007) in its capacity as trustee of the
                        Trust having its registered office at Level 7, 39 Hunter
                        Street, Sydney NSW 2000 ("TRUSTEE")

                        ANZ CAPEL COURT LIMITED (ABN 30 004 768 807) having
                        its registered office at Level 17, 530 Collins
                        Street, Melbourne VIC 3000 ("TRUST MANAGER")

                        P.T. LIMITED (ABN 67 004 454 666) in its capacity as
                        security trustee of the Security Trust having its
                        registered office at Level 7, 39 Hunter Street, Sydney
                        NSW 2000 ("SECURITY TRUSTEE")

                        AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (ABN
                        11 005 357522) having its registered office at Level 6,
                        100 Queen Street, Melbourne VIC 3000 ("SERVICER",
                        "SELLER", "CUSTODIAN" and "RESIDUAL INCOME UNITHOLDER")

                        KINGFISHER SECURITISATION PTY LTD (ABN 89 093 469 375)
                        of C/- Level 2, 20 Martin Place, Sydney ("RESIDUAL
                        CAPITAL UNITHOLDER")


RECITALS:
                  A.    By the Master Trust Deed, provision was made for the
                        establishment of the Trust pursuant to a Notice of
                        Creation of Trust, which will be regulated by this deed.

                  B.    The Trustee may acquire Receivables.

                  C.    The Security Trustee will hold a security interest over
                        the Assets of the Trust under the Global Master Security
                        Trust Deed and the Deed of Charge.

                  D.    The Servicer will be appointed to service the
                        Receivables, which, from time to time, will comprise
                        Assets of the Trust under the Master Servicer Deed and
                        this deed.

                  E.    The Trustee, at the direction of the Trust Manager, may
                        obtain funds by issuing the Notes in accordance with the
                        terms of this deed.

                  F.    The parties to this deed have agreed that the terms and
                        conditions for the constitution of the Trust and the
                        issuing of the Notes in respect of the Trust will be the
                        terms and conditions set out in the Master Trust Deed,
                        this deed, the Dealer Agreement and the Note Trust Deed
                        (including the Class A Note Conditions).


<PAGE>

                                                                               2
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OPERATIVE PROVISIONS:

PART 1 - INTERPRETATION

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

                        A$ means the lawful currency of the Commonwealth of
                        Australia.

                        A$ CLASS A INTEREST AMOUNT means, in respect of a Class
                        A Note, a Payment Date and the Interest Period ending on
                        (but excluding) that Payment Date, an amount calculated
                        as follows:

                                                N
                             A  =  B  x  C  x  ---
                                               365

                        where:

                        A =   the A$ Class A Interest Amount for that Interest
                              Period;

                        B =   the Total Invested Amount of the Class A Notes
                              on the Determination Date immediately preceding
                              the commencement of that Interest Period (which,
                              for the avoidance of doubt, is the Total Invested
                              Amount of the Class A Notes on the first day of
                              that Interest Period after taking into account any
                              reduction to the Total Invested Amount on or prior
                              to that date);

                        C =   the A$ Class A Interest Rate for that Interest
                              Period; and

                        N =   the number of days in that Interest Period.

                        A$ CLASS A INTEREST RATE means, in respect of a Class A
                        Note, a Payment Date and the Interest Period ending on
                        (but excluding) that Payment Date, the aggregate of:

                        (a)   the Bank Bill Rate for that Interest Period; and

                        (b)   the A$ Class A Margin for that Class A Note.

                        A$ CLASS A MARGIN, in respect of a Class A NOTE, has the
                        same meaning as the "Spread" specified under the heading
                        "Floating Amounts Payable by Party B" in the
                        confirmation for each Currency Swap.

                        A$ CLASS A PRINCIPAL means, in relation to a Payment
                        Date, the aggregate of:

                        (a)   the amount allocated on that Payment Date from
                              Principal Collections to the A$ Class A Principal
                              pursuant to clause 15.13(d); and


<PAGE>

                                                                               3
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                        (b)   the amount allocated on that Payment Date from
                              Excess Available Income to the A$ Class A
                              Principal pursuant to clauses 15.10(a)(i) and
                              15.10(b)(i).

                        A$ EQUIVALENT means, in relation to an amount which is
                        calculated, determined or expressed in US$ or which
                        includes a component determined or expressed in US$,
                        that US$ amount or US$ component (as the case may be)
                        multiplied by the A$ Exchange Rate and expressed in A$.

                        A$ EXCHANGE RATE means the "A$ Exchange Rate" specified
                        under the heading "Exchange Rates" in the confirmation
                        for each Currency Swap.

                        AGGREGATE STATED AMOUNT means, on any Determination
                        Date, the aggregate of the A$ Equivalent of the Stated
                        Amounts of the relevant Notes at that time.

                        AVAILABLE INCOME means, for any period, the amount
                        calculated in accordance with clause 15.4.

                        AVAILABLE LIQUIDITY AMOUNT has the meaning given to it
                        in the Liquidity Facility Agreement.

                        AVAILABLE REDRAW AMOUNT has the meaning given to it in
                        the Redraw Facility Agreement.

                        BANK BILL RATE means, in respect of any Interest Period,
                        the rate expressed as a percentage per annum:

                        (a)   calculated by taking the rate appearing on the
                              Reuters screen BBSW page at or about 10.15 am
                              (Melbourne time) on the first day of that Interest
                              Period for each bank so quoting (being no fewer
                              than five) as being the mean buying and selling
                              rate for a bill (which for the purpose of this
                              definition means a bill of exchange of the type
                              specified for the purpose of quoting on the
                              Reuters screen BBSW page) having a tenor of 90
                              days after eliminating the highest and the lowest
                              mean rates and taking the average of the remaining
                              mean rates (rounded up, if necessary, to the
                              nearest four decimal places);

                        (b)   if fewer than five banks quote on the Reuters
                              screen BBSW page, the rate calculated as above by
                              taking the rates otherwise quoted by five banks
                              otherwise authorised to quote rates on the Reuters
                              screen BBSW page at or about 10.15 am (Melbourne
                              time) for a bill of exchange having a tenor of 90
                              days; or

                        (c)   if a rate cannot be determined in accordance with
                              the procedures in (a) or (b), the rate specified
                              in good faith by the Trust Manager at or around
                              that time on that day, having regard, to the
                              extent possible, to comparable indices then
                              available as to the rate otherwise bid and offered
                              for bills of exchange having a tenor of 90 days,


<PAGE>

                                                                               4
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                        provided that, if the first Interest Period is a period
                        of less than 90 days, the Bank Bill Rate for that
                        Interest Period will be the Bank Bill Rate for 90 days
                        and if the first Interest Period is greater than 90
                        days, the Bank Bill Rate for that Interest Period will
                        be calculated by the Trust Manager to be a linear
                        interpolated rate for the relevant period.

                        BASIS SWAP means an ISDA Master Agreement, the schedule
                        relating to it and each confirmation between the Basis
                        Swap Provider, the Trustee and the Trust Manager under
                        which the Trustee pays to the Basis Swap Provider an
                        amount in respect of Purchased Receivables that do not
                        bear interest at a fixed rate and under which the Basis
                        Swap Provider pays to the Trustee an amount calculated
                        by reference to the Bank Bill Rate.

                        BASIS SWAP PROVIDER means Australia and New Zealand
                        Banking Group Limited or such other person who may be
                        appointed under this deed or the Basis Swap to act as
                        the Basis Swap Provider.

                        BUSINESS DAY means any day (other than a Saturday,
                        Sunday or public holiday) on which banks are open for
                        business in Melbourne and Sydney, Australia, New York
                        City, United States of America and London, United
                        Kingdom.

                        CALL OPTION DATE means, in respect of the Notes, each
                        Payment Date commencing on or after the earlier of:

                        (a)   the Payment Date falling in September 2008; and

                        (b)   the Payment Date on which the aggregate
                              Outstanding Balance of all Housing Loans referable
                              to the Purchased Receivables (calculated as at the
                              end of the immediately preceding Collection
                              Period) is less than 10% of the aggregate
                              Outstanding Balance of all Housing Loans referable
                              to the Purchased Receivables on the Cut-Off Date.

                        CARRYOVER PRINCIPAL CHARGE-OFF has the meaning given in
                        clause 15.15.

                        CASHFLOW ALLOCATION METHODOLOGY means the methodology
                        specified in clause 15.

                        CLASS means the Class A Notes or the Class B Notes (or
                        both).

                        CLASS A BOOK-ENTRY NOTE means a Book-Entry Note (as
                        defined in the Definitions Schedule) issued in respect
                        of the Class A Notes.

                        CLASS A DEFINITIVE NOTE means a Definitive Note (as
                        defined in the Definitions Schedule) issued in respect
                        of the Class A Notes.

                        CLASS A NOTE means a Note referred to in clause 9.1(a)
                        and issued on the terms and conditions contained in this
                        deed and the Class A Note Conditions.

                        CLASS A NOTE HOLDER has the same meaning as in the Class
                        A Note Conditions.


<PAGE>

                                                                               5
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                        CLASS A NOTE CONDITIONS means the terms and conditions
                        for the Class A Notes as annexed as Schedule 1 to the
                        Note Trust Deed in respect of the Trust.

                        CLASS A NOTE OWNER means a Note Owner (as defined in the
                        Definitions Schedule) in respect of the Class A Notes.

                        CLASS A NOTE PERCENTAGE means on any Determination Date
                        a percentage calculated as follows:

                                    ASA(A)
                          CANP = -----------
                                  ASA + RPO

                        where:

                        CANP   = the Class A Note Percentage

                        ASA(A) = the Aggregate Stated Amount of the Class A
                                 Notes on the immediately preceding
                                 Determination Date;

                        ASA    = the Aggregate Stated Amount of all Notes on the
                                 immediately preceding Determination Date;

                        RPO    = the Redraw Principal Outstanding on the
                                 immediately preceding Determination Date,

                        provided that, in respect of the first Determination
                        Date, such amounts will be calculated by reference to
                        the Initial Invested Amount of the relevant Classes of
                        Notes and RPO will be zero.

                        CLASS A NOTE REGISTER means the Note Register (as
                        defined in the Definitions Schedule) maintained in
                        respect of the Class A Notes.

                        CLASS A NOTE REGISTRAR means the Note Registrar (as
                        defined in the Definitions Schedule) in respect of the
                        Class A Notes.

                        CLASS A TRANCHE has the meaning given to that term in
                        clause 9.3.

                        CLASS B NOTE means a Note referred to in clause 9.1(b)
                        issued on the terms and conditions contained in this
                        deed and the Dealer Agreement.

                        CLASS B NOTE HOLDER means each person who is from time
                        to time entered in the Register of Note Holders as the
                        holder of a Class B Note.

                        CLASS B NOTE INTEREST AMOUNT means, in respect of a
                        Class B Note, a Payment Date and the Interest Period
                        ending on (but excluding) that Payment Date, the amount
                        calculated in accordance with clause 9.9 for that Class
                        B Note.

                        CLASS B NOTE INTEREST RATE means, in respect of a Class
                        B Note, a Payment Date and the Interest Period ending on
                        (but excluding) that Payment Date, the aggregate of:

                        (a)   the Bank Bill Rate for that Interest Period; and


<PAGE>

                                                                               6
--------------------------------------------------------------------------------
                        (b)   the Class B Note Margin for that Class B Note.

                        CLASS B NOTE MARGIN means, in relation to a Class B
                        Note, the margin (expressed as a percentage per annum)
                        notified by the Trust Manager for the relevant Class B
                        Note in accordance with the Dealer Agreement (in the
                        case of the Class B Notes) and advised by the Trust
                        Manager to the Trustee.

                        CLASS B NOTE PERCENTAGE means, on any Determination
                        Date, a percentage calculated as follows:

                                   ASA(B)
                          CBP = -----------
                                 ASA + RPO

                        where:

                        CBP    =   the Class B Note Percentage;

                        ASA(B) =   the Aggregate Stated Amount of the Class B
                                   Notes on the immediately preceding
                                   Determination Date;

                        ASA    =   the Aggregate Stated Amount of all Notes on
                                   the immediately preceding Determination Date;

                        RPO    =   the Redraw Principal Outstanding on the
                                   immediately preceding Determination Date,

                        provided that, in respect of the first Determination
                        Date, such amounts will be calculated by reference to
                        the Initial Invested Amount of the relevant Classes of
                        Notes and RPO will be zero.

                        CLASS B PRINCIPAL means, in relation to a Payment Date,
                        the aggregate of: -

                        (a)   the amount allocated on that Payment Date from
                              Principal Collections to the Class B Principal
                              pursuant to clause 15.13(e); and

                        (b)   the amount allocated on that Payment Date from
                              Excess Available Income to the Class B Principal
                              pursuant to clauses 15.10(c) and 15.10(d).

                        CLASS B TRANCHE has the meaning given to that term in
                        clause 9.3.

                        CLEAN-UP ACCOUNT means the bank account established by
                        the Trustee under clause 5.6(iii)(A) and, pending the
                        establishment of that bank account in accordance with
                        this deed, means the Collection Account.

                        CLEAN-UP AMOUNT means, on a Determination Date, an
                        amount equal to the lesser of:

                        (a)   0.25% x (TIA + RPO); and

                        (b)   $25,000,


<PAGE>

                                                                               7
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                        where TIA is the Total Invested Amount of all Notes on
                        that Determination Date and RPO is the Redraw Principal
                        Outstanding on that Determination Date.

                        CLEAN-UP OFFER has the meaning given to it in clause
                        5.1.

                        CLEAN-UP OFFER AMOUNT has the meaning given to it in
                        clause 5.1.

                        CLEAN-UP OPTION means the offer by the Trustee to
                        reconvey the Purchased Receivables to the Seller under
                        clause 5.1.

                        COLLATERAL ACCOUNT means any collateral account (as
                        defined in, and established under, a Support Facility).

                        COLLECTION BUSINESS DAY means a day (excluding a
                        Saturday, Sunday and any public holiday) on which banks
                        are open for business in Melbourne, Australia.

                        COLLECTION PERIOD means, in relation to a Payment Date,
                        the period from (and including) the first day of the
                        Quarter immediately preceding the related Determination
                        Date up to (and including) the last day of the Quarter
                        immediately preceding the related Determination Date
                        except in the case of the first Collection Period, which
                        commences on (and includes) the day after the Cut-Off
                        Date and ends on 31 August 2001. However, if the last
                        day of the Quarter is not a Collection Business Day then
                        the Collection Period will end on (and include) the next
                        Collection Business Day. Any subsequent Collection
                        Period will commence on (and include) the day after the
                        end of the previous Collection Period.

                        COLLECTIONS means all amounts received by the Seller,
                        the Servicer, the Trust Manager or the Trustee after the
                        Cut-Off Date in respect of the Purchased Receivables
                        (including, without limitation, all principal, interest,
                        the proceeds received under any Mortgage Insurance
                        Policy, any proceeds recovered from any enforcement
                        action in respect of a Purchased Receivable, amounts
                        received on a repurchase of a Purchased Receivable, any
                        amount received from the Seller as damages in respect of
                        a breach of any representation, warranty or covenant in
                        connection with the Purchased Receivables and any other
                        amounts received in relation to the Purchased
                        Receivables), but excluding any interest credited to any
                        Collateral Account in respect of a Support Facility.

                        CORPORATIONS LAW means the Corporations Law of Australia
                        under the Corporations Act 1989.

                        COUPON RATE means the Class B Note Interest Rate.

                        CURRENCY SWAP means each ISDA Master Agreement, the
                        schedule to it, each confirmation issued under it and
                        each credit support annex entered into in connection
                        with it between each Currency Swap Provider, the
                        Trustee, the Trust Manager and a person acting as the
                        support provider.


<PAGE>

                                                                               8
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                        CURRENCY SWAP PROVIDER means each of Australia and New
                        Zealand Banking Group Limited and Citibank N.A., and any
                        other person who subsequently enters into a currency
                        swap with the Trustee and the Trust Manager.

                        CUSTODIAN TRANSFER EVENT means an event described in
                        clause 7.10.

                        DEALER AGREEMENT means the agreement entitled
                        "Kingfisher Trust 2001-1G Dealer Agreement" between the
                        Trustee, the Trust Manager, the Seller and Australia and
                        New Zealand Banking Group Limited.

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

                        DESIGNATED RATING AGENCY means, in relation to the
                        Notes, such internationally recognised rating agencies
                        which have been requested by the Trust Manager to rate
                        the relevant Notes and which have been advised by the
                        Trust Manager.

                        DETERMINATION DATE means the day which is 4 Business
                        Days prior to a Payment Date.

                        DOCUMENT CUSTODY AUDIT REPORT has the meaning given to
                        that term in clause 7.7.

                        EARLY REPAYMENT BENEFITS means those amounts (if any)
                        which are payable to a Debtor during a Collection Period
                        as a result of the Debtor prepaying any amount in
                        respect of a Fixed Interest Rate Loan.

                        EARLY REPAYMENT COSTS mean those costs which are
                        actually received from a Debtor during a Collection
                        Period as a result of the Debtor prepaying any amount in
                        respect of a Fixed Interest Rate Loan.

                        ELIGIBILITY CRITERIA means the criteria for purchasing a
                        Receivable set out in clause 6.2.

                        ENFORCEMENT EXPENSES means all expenses paid by or on
                        behalf of the Servicer in connection with the
                        enforcement of any Purchased Receivable.

                        EXCESS AVAILABLE INCOME has the meaning given to it in
                        clause 15.10.

                        EXPENSES OF THE TRUST means all costs, charges and
                        expenses reasonably and properly incurred by the Trustee
                        or the Trust Manager in connection with the Trust and
                        any other amounts for which the Trustee is entitled to
                        be reimbursed or indemnified out of the Trust and which
                        the Trustee elects to pay, including, without
                        limitation, the expenses as described in clause 33.3 of
                        the Master Trust Deed.

                        EXTRAORDINARY EXPENSES means, on a Determination Date,
                        any out of pocket expenses incurred by the Trustee
                        during the immediately preceding Collection Period that
                        are not Required Payments in respect of that
                        Determination Date.


<PAGE>

                                                                               9
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                        FINAL MATURITY DATE means the Payment Date occurring in
                        September 2032.

                        FINAL TERMINATION DATE means the date referred to in
                        clause 2.2.

                        FINANCE CHARGE COLLECTIONS means, in respect of a
                        Determination Date, the amount calculated in accordance
                        with clause 15.3.

                        FIXED INTEREST RATE LOAN means any Housing Loan
                        comprising part of a Receivable in respect of which the
                        Seller or the Servicer cannot vary the interest rate
                        charged to the Debtor for a specified period of time.

                        FIXED RATE SWAP means an ISDA Master Agreement, the
                        schedule relating to it and each confirmation between
                        the Fixed Rate Swap Provider, the Trustee and the Trust
                        Manager, under which the Trustee pays to the Fixed Rate
                        Swap Provider an amount in respect of Purchased
                        Receivables that are Fixed Interest Rate Loans and under
                        which the Fixed Rate Swap Provider pays to the Trustee
                        an amount calculated by reference to the Bank Bill Rate.

                        FIXED RATE SWAP PROVIDER means Australia and New Zealand
                        Banking Group Limited, or such other person who may be
                        appointed under this deed or the Fixed Rate Swap to act
                        as the Fixed Rate Swap Provider.

                        GST LAW means the A New Tax System (Goods and Services
                        Tax) Act 1999.

                        INITIAL INVESTED AMOUNT has, in relation to a Class A
                        Note, the meaning given to it in clause 9.7(a) and, in
                        relation to a Class B Note, has the meaning given to it
                        in clause 9.7(b).

                        INTEREST AMOUNT means in respect of a Class A Note and
                        in respect of any Interest Period, the amount calculated
                        in accordance with clause 9.8.

                        INTEREST PERIOD, in respect of a Note, means (initially)
                        the period from (and including) the Issue Date to (but
                        excluding) the first Payment Date and thereafter each
                        period from (and including) each Payment Date to (but
                        excluding) the next following Payment Date. The final
                        Interest Period is from (and including) the Payment Date
                        immediately preceding the date on which interest ceases
                        to accrue on the Note pursuant to the Class A Note
                        Conditions or this deed, as the case may be, to (but
                        excluding) the date on which interest ceases to accrue
                        on the Note pursuant to the Class A Note Conditions or
                        this deed, as the case may be.

                        INVESTED AMOUNT on any Determination Date:

                        (a)   in respect of a Class A Note, has the same meaning
                              as in the Class A Note Conditions;

                        (b)   in respect of a Class B Note, means an amount
                              equal to:

                              (i)   the Initial Invested Amount of that Class B
                                    Note; less


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                                                                              10
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                              (ii)  the aggregate of all Principal Amounts which
                                    have been paid before that date in relation
                                    to that Class B Note; less

                              (iii) the Principal Amount to be paid on the next
                                    Payment Date in relation to that Class B
                                    Note.

                        LINKED DEPOSIT ACCOUNT means a deposit account
                        maintained by a Debtor with the Seller under which
                        either:

                        (a)   interest that would otherwise be earned in respect
                              of the deposit account is set off against interest
                              due under the Housing Loan of that Debtor; or

                        (b)   interest is not earned on the deposit account, but
                              interest due under the Housing Loan of that Debtor
                              is calculated by deducting the credit balance of
                              that deposit account from the balance of the
                              Housing Loan, and then applying the interest rate
                              applicable to the Housing Loan to the result.

                        LIQUIDITY DRAWING means the amount drawn under the
                        Liquidity Facility on any Payment Date.

                        LIQUIDITY SHORTFALL means, on a Determination Date, the
                        amount (if any) by which the Payment Shortfall on that
                        Determination Date exceeds the Principal Draw which is
                        allocated on that Determination Date for application
                        towards the Payment Shortfall in accordance with clause
                        15.5.

                        MORTGAGE INSURANCE INTEREST PROCEEDS means, in respect
                        of a Purchased Receivable, the amount received by or on
                        behalf of the Trustee under a Mortgage Insurance Policy
                        and which is determined by the Trust Manager not to be
                        in the nature of principal.

                        MORTGAGE INSURANCE PREMIUM POLICY means the insurance
                        policy issued by PMI Mortgage Insurance Ltd (ABN 70 000
                        511 071) dated on or about the date of this deed in
                        respect of amounts loaned to Debtors to cover premiums
                        payable on Primary Mortgage Insurance Policies.

                        MORTGAGE INSURANCE POLICY means each of:

                        (a)   each Primary Mortgage Insurance Policy;

                        (b)   the Pool Insurance Policy;

                        (c)   the Mortgage Insurance Premium Policy; and

                        (d)   to the extent the context requires:

                              (i)   the PMI Guarantee; and

                              (ii)  the RSA Payment Deed.


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                                                                              11
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                        MORTGAGE INSURER means each of:

                        (a)   ANZ Lenders Mortgage Insurance Pty Limited (ABN 77
                              008 680 055); and

                        (b)   PMI Mortgage Insurance Ltd (ABN 70 000 511 071),

                        and any other mortgage insurer approved by the Trust
                        Manager and acceptable to each Designated Rating Agency
                        and notified to the Trustee.

                        NOTES means:

                        (a)   the Class A Notes; and

                        (b)   the Class B Notes.

                        OTHER INCOME means, on a Determination Date (and without
                        double counting any amounts included in Other Income on
                        a preceding Determination Date) any interest received on
                        Authorised Investments or on the Collection Account
                        during the immediately preceding Collection Period and
                        any other miscellaneous income received or expected to
                        be received by the Trustee on or before the immediately
                        following Payment Date but excluding any interest
                        received on any Collateral Account.

                        PAYMENT DATE means the 20th day of each of September,
                        December, March and June. The first Payment Date will be
                        20 September 2001.

                        PAYMENT SHORTFALL means, on a Determination Date, the
                        amount by which the Available Income is insufficient to
                        meet the Required Payments as calculated on that
                        Determination Date.

                        PENALTY PAYMENT means:

                        (a)   the amount of any liability (including, without
                              limitation, any civil or criminal penalty) which
                              the Trustee is liable for under the Consumer
                              Credit Code;

                        (b)   any other liability payable by the Trustee, or
                              legal costs or other expenses payable or incurred
                              by the Trustee, in relation to such liability;

                        (c)   any amount which the Trustee agrees to pay (with
                              the consent of the Servicer) to a Debtor or other
                              person in settlement of any liability or alleged
                              liability or application for an order under Part 6
                              of the Consumer Credit Code; and

                        (d)   any legal costs or other costs and expenses
                              payable or incurred by the Trustee in relation to
                              that application or settlement,

                        to the extent to which a person can be indemnified for
                        that liability, money or amount under the Consumer
                        Credit Code.

                        PMI GUARANTEE means the deed entitled "Guarantee Deed"
                        dated on or about the date of this deed between the
                        Trustee, the Seller, PMI


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                                                                              12
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                        Mortgage Insurance Ltd and ANZ Lenders Mortgage
                        Insurance Pty Limited.

                        POOL INSURANCE POLICY means the policy of insurance
                        issued to the Trustee and the Seller by PMI Mortgage
                        Insurance Ltd in respect of Purchased Receivables which
                        are not subject to Primary Mortgage Insurance Policies.

                        PRIMARY MORTGAGE INSURANCE POLICY means a primary
                        mortgage insurance policy issued by ANZ Lenders'
                        Mortgage Insurance Pty Limited in respect of Purchased
                        Receivables which have a LVR at the date of origination
                        of over 80%.

                        PRINCIPAL AMOUNT means, in respect of any Note and any
                        Payment Date, any amount of principal which is payable
                        in respect of such Note on such Payment Date.

                        PRINCIPAL CHARGE-OFFS means, in respect of a Collection
                        Period, the aggregate losses including principal and
                        interest (as determined by the Trust Manager) for all
                        Purchased Receivables which arise during that Collection
                        Period after all enforcement action has been taken in
                        respect of any Purchased Receivable and after taking
                        into account:

                        (a)   all proceeds received as a consequence of
                              enforcement under any Purchased Receivables (less
                              the relevant Enforcement Expenses) during that
                              Collection Period;

                        (b)   proceeds of any claims received under a Mortgage
                              Insurance Policy during that Collection Period;
                              and

                        (c)   any payments received during that Collection
                              Period from the Seller or the Servicer for a
                              breach of its obligations under the Transaction
                              Documents.

                        PRINCIPAL COLLECTIONS means, in respect of a
                        Determination Date and the Collection Period immediately
                        preceding that Determination Date, the amount calculated
                        in accordance with clause 15.11.

                        PRINCIPAL DRAW means each distribution of Principal
                        Collections made in accordance with clauses 15.5 and
                        15.13(c).

                        PURCHASED RECEIVABLE means a Receivable which is
                        purchased by the Trustee on behalf of the Trust. For the
                        avoidance of doubt, a Purchased Receivable does not
                        include any Other Secured Liability.

                        QUARTER means the three month period in each year
                        commencing on 1 September, 1 December, 1 March and 1
                        June.

                        RECOVERIES means amounts received from or on behalf of
                        Debtors or under any Mortgage or any Related Security in
                        respect of Purchased Receivables that were previously
                        the subject of a loss as described in the definition of
                        Principal Charge-Offs.

                        REDRAW means the Seller's re-advance to a Debtor of
                        repayments of principal made by that Debtor on its
                        Housing Loan in accordance with the terms of the
                        relevant Loan Agreement.


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                                                                              13
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                        REDRAW DRAWING has the meaning given to that term in the
                        Redraw Facility Agreement.

                        REDRAW LIMIT has the meaning given to it in the Redraw
                        Facility Agreement in respect of the Trust.

                        REDRAW PERCENTAGE means, on any Determination Date, a
                        percentage calculated as follows:

                                      RPO
                             RP = -----------
                                   ASA + RPO

                        where:

                        RP    =    the Redraw Percentage

                        ASA   =    the Aggregate Stated Amount of all Notes on
                                   the immediately preceding Determination Date;

                        RPO   =    the Redraw Principal Outstanding calculated
                                   on the immediately preceding Determination
                                   Date,

                        provided that, in respect of the first Determination
                        Date, such amounts will be calculated by reference to
                        the Initial Invested Amount of the Notes and RPO will be
                        zero.

                        REDRAW PRINCIPAL in relation to a Payment Date, means
                        the aggregate of :

                        (a)   the amount allocated on that Payment Date from
                              Principal Collections to the Redraw Principal
                              pursuant to clause 15.13(b); and

                        (b)   the amount allocated on that Payment Date from
                              Excess Available Income to Redraw Principal
                              pursuant to clause 15.10(a)(ii) and 15.10(b)(ii).

                        REDRAW PRINCIPAL OUTSTANDING means, on a Determination
                        Date, an amount equal to:

                        (a)   the aggregate of all Redraw Drawings previously
                              made or to be made on the immediately following
                              Payment Date; less

                        (b)   the aggregate amount of all Redraw Principal
                              previously paid under clause 15.14(b) to the
                              Redraw Facility Provider; less

                        (c)   the amount of any Redraw Principal under clause
                              15.14(b) to be paid to the Redraw Facility
                              Provider on the immediately following Payment
                              Date; less

                        (d)   the amount of any Principal Charge-Offs allocated
                              to the Redraw Principal Outstanding under clause
                              15.14A(b)(ii) on that Determination Date which
                              will not be reimbursed on the immediately
                              following Payment Date under clause 15.10(a)(ii);
                              less


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                                                                              14
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                        (e)   (without double counting any Principal
                              Charge-Offs) any Carryover Principal Charge-Offs
                              in respect of the Redraw Principal Outstanding
                              which have not been reimbursed on or before the
                              immediately following Payment Date under clause
                              15.10(b)(ii).

                        REDRAW SHORTFALL means, on a Determination Date, the
                        amount (if any) by which the Principal Collections (as
                        calculated on that Determination Date and prior to
                        taking into account any Redraw Drawings to be made on
                        the next Payment Date) are insufficient to meet in full
                        any Redraws made by the Seller during the immediately
                        preceding Collection Period which are repayable to the
                        Seller pursuant to clause 15.13(a).

                        RELEVANT PARTIES means each of the Trust Manager, the
                        Seller, the Servicer, the Custodian, the Security
                        Trustee, the Calculation Agent, each Paying Agent, the
                        Note Trustee, the Class A Note Registrar, each
                        Counterparty, the Redraw Facility Provider and the
                        Liquidity Facility Provider.

                        REQUIRED CREDIT RATING means in respect of:

                        (a)   S&P, either a short term rating of A-1+ or a long
                              term rating of AAA (as the case may be) or such
                              other rating agreed between the Trust Manager and
                              S&P and notified to the Trustee; and

                        (b)   Moody's, either a short term rating of P-1 or a
                              long term rating of Aaa (as the case may be) or
                              such other rating agreed between the Trust Manager
                              and Moody's and notified to the Trustee;

                        (c)   Fitch, either a short-term rating of F1 or a long
                              term rating of AAA (as the case may be) or such
                              other rating agreed between the Trust Manager and
                              Fitch and notified to the Trustee; and

                        (d)   any other Designated Rating Agency, a rating
                              acceptable to that Designated Rating Agency.

                        REQUIRED PAYMENTS means the aggregate of the priority
                        payments in paragraphs (a) to (g) inclusive of clause
                        15.8 calculated by the Trust Manager on each
                        Determination Date under clause 16.1.

                        RESIDUAL CAPITAL UNITHOLDER means Kingfisher
                        Securitisation Pty Ltd (ABN 89 093 469 375) or such
                        other person whose name is entered in the Unit Register
                        from time to time.

                        RESIDUAL INCOME UNITHOLDER means Australia and New
                        Zealand Banking Group Limited (ABN 11 005 357 522) or
                        such other person whose name is entered in the Unit
                        Register from time to time.

                        RSA PAYMENT DEED means the deed entitled "Kingfisher
                        Trust 2001-1G Payment Deed" dated on or about the date
                        of this deed between (among others) the Trustee and
                        Royal & Sun Alliance Lenders Mortgage Insurance Limited.


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                                                                              15
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                        SCHEDULED BALANCE in relation to a Receivable means the
                        amount that would be owing on that Receivable at the
                        date of determination if the Debtor had made, prior to
                        that date, the minimum payments and repayments required
                        under that Receivable.

                        SECURED MONEY has the meaning given to it in the Deed of
                        Charge for the Trust.

                        SECURED PROPERTY has the meaning given to it in the Deed
                        of Charge for the Trust.

                        SECURITIES ACT means the Securities Act of 1933 (US).

                        SELLER DEPOSIT has the meaning given to that term in
                        clause 25.5(a).

                        SET-OFF ACCOUNT has the meaning given to that term in
                        clause 25.5(a).

                        STATED AMOUNT:

                        (a)   has, in relation to a Class A Note, the same
                              meaning as in the Class A Note Conditions;

                        (b)   means, in relation to a Class B Note on any
                              Determination Date, an amount equal to:

                              (i)   the Invested Amount of that Class B Note on
                                    that Determination Date; less

                              (ii)  the amount of any Principal Charge-Offs to
                                    be allocated to that Class B Note under
                                    clause 15.14A on that Determination Date
                                    which will not be reimbursed on the
                                    immediately following Payment Date under
                                    clause 15.10(c); less

                              (iii) (without double counting any Principal
                                    Charge-Offs) any Carryover Principal
                                    Charge-Offs in respect of that Class B Note
                                    which have not been reimbursed on or before
                                    the immediately following Payment Date under
                                    clause 15.10(d).

                        STEPDOWN PERCENTAGE means, on any Determination Date and
                        in respect of the immediately following Payment Date,
                        the percentage calculated in accordance with schedule 3
                        on that Determination Date.

                        SUPPORT FACILITIES includes, in addition to those items
                        set out in the Definitions Schedule:

                        (a)   the Basis Swap;

                        (b)   the Fixed Rate Swap;

                        (c)   each Currency Swap; and

                        (d)   the Mortgage Insurance Policies.


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                                                                              16
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                        THRESHOLD RATE means the minimum interest rates required
                        to be set on the Housing Loans forming part of the
                        Purchased Receivables which will ensure that the Trustee
                        has sufficient funds available to meet its obligations
                        under the Transaction Documents (assuming that all
                        parties comply with their obligations under such
                        documents and such Housing Loans) and taking into
                        account Housing Loans where the Seller does not have the
                        discretion under the Loan Agreement to vary the interest
                        rate of that Housing Loan and moneys held in Authorised
                        Investments where the yield is determined externally and
                        not by the Servicer.

                        TOTAL AVAILABLE INCOME means, on a Determination Date,
                        the amount calculated in accordance with clause 15.7 on
                        that Determination Date.

                        TOTAL INVESTED AMOUNT means, on any Determination Date,
                        the aggregate A$ Equivalent of the Invested Amount of
                        the relevant Notes on that Determination Date.

                        TRANCHING NOTICE means a notice containing information
                        specified in clause 9.4 given for the purposes described
                        in clause 9.3.

                        TRANSACTION DOCUMENTS means in respect of the Trust:

                        (a)   the Master Trust Deed (insofar as it applies to
                              the Trust);

                        (b)   the Definitions Schedule (insofar as it applies to
                              the Trust);

                        (c)   the Notice of Creation of Trust in respect of the
                              Trust;

                        (d)   this deed;

                        (e)   the Master Servicer Deed (insofar as it applies to
                              the Trust);

                        (f)   the Global Master Security Trust Deed (insofar as
                              it applies to the Trust);

                        (g)   the Deed of Charge;

                        (h)   each Support Facility;

                        (i)   each Derivative Contract;

                        (j)   the Note Trust Deed;

                        (k)   the Agency Agreement;

                        (l)   the Sale Notice;

                        (m)   each Note;

                        (n)   the Underwriting Agreement;

                        (o)   the Dealer Agreement;

                        (p)   each Primary Mortgage Insurance Policy;


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                                                                              17
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                        (q)   the Pool Insurance Policy;

                        (r)   the PMI Guarantee;

                        (s)   the RSA Payment Deed;

                        (t)   the Mortgage Insurance Premium Policy; and

                        (u)   such other documents as may be agreed from time to
                              time between the Trustee and the Trust Manager.

                        TRUST means the Kingfisher Trust 2001-1G. US$ or US
                        DOLLARS means the lawful currency of the United States
                        of America.

                        UNDERWRITING AGREEMENT means the agreement entitled
                        "Underwriting Agreement" between the Trustee, the Trust
                        Manager, the Seller and Salomon Smith Barney Inc. (as
                        representative for the underwriters named in it).

                        UNIT REGISTER has the meaning given to it in clause
                        3.7(a).

                        WAIVER OF SET-OFF in relation to a Housing Loan means a
                        provision, in the related Mortgage or Loan Agreement or
                        otherwise, by which, among other things, the Debtor
                        agrees to make all payments in respect of the Housing
                        Loan without set-off or counterclaim unless prohibited
                        by law.

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

LIMITED TO TRUST
                  1.3   The rights and obligations of the parties under this
                        deed relate only to the Trust (as defined in this deed),
                        and do not relate to any other Trust (as defined in the
                        Definitions Schedule).

DEFINITIONS AND CONSISTENCY
                  1.4   Terms which are defined in this deed apply to the Trust
                        only. Capitalised terms used but not defined in this
                        deed have the meanings given to them in the Definitions
                        Schedule. In the event of any inconsistency between a
                        term defined in this deed and a term defined in the
                        Definitions Schedule, the term defined in this deed will
                        prevail. In the event of any inconsistency between a
                        provision of this deed and a provision of any other
                        Transaction Document, the provision of this deed shall
                        prevail.

                  1.5   Subject to clause 1.6, clauses 1.2 to 1.5 (inclusive) of
                        the Definitions Schedule are deemed to be incorporated
                        in this deed as if set out in full in it.

                  1.6   If after the date of this deed any amendment is made to
                        the Definitions Schedule, such amendment shall apply to
                        this deed only if each party to this deed so agrees and
                        if the amendment is made in a manner consistent with
                        clause 36 of the Master Trust Deed.


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                                                                              18
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GLOBAL MASTER SECURITY TRUST DEED
                  1.7   The Global Master Security Trust Deed applies to the
                        Trust and the Trust is a "Global Trust" for the purposes
                        of the Definitions Schedule and the Master Trust Deed.

REGISTER OF NOTE HOLDERS
                  1.8   The Register of Note Holders in respect of the
                        Registered Notes issued in respect of the Trust is to be
                        maintained in accordance with Schedule 1. The Register
                        of Note Holders will be maintained in respect of
                        Registered Notes only and all references in Schedule 1
                        to "Notes" are to be construed accordingly.

TRANSFER OF NOTES
                  1.9   A transfer of Registered Notes of the Trust shall be
                        effected in accordance with clause 9.14 and with
                        Schedule 2. All references in Schedule 2 to "Notes" are
                        to be construed as references to "Registered Notes".

REPORTING STATEMENT
                  1.10  The Reporting Statement in respect of the Trust shall
                        include (without limitation) the following details:

                        (a)   the Total Invested Amount and the Aggregate Stated
                              Amount of each class of Notes as calculated on the
                              related Determination Date;

                        (b)   the Class A Note Interest Rate on the Class A
                              Notes and the Class B Note Interest Rate on the
                              Class B Notes for the related Interest Period;

                        (c)   the interest payments and principal distributions
                              on each class of Notes in respect of the related
                              Payment Date;

                        (d)   the Total Available Income as calculated on the
                              related Determination Date;

                        (e)   the aggregate Outstanding Balance of the Housing
                              Loans forming part of the Purchased Receivables as
                              at the close of business on the last day of the
                              related Collection Period;

                        (f)   the delinquency and loss statistics with respect
                              to the Receivables as at the close of business on
                              the last day of the related Collection Period;

                        (g)   the Redraw Shortfall, if any, calculated on the
                              related Determination Date;

                        (h)   the Payment Shortfall, if any, calculated on the
                              related Determination Date;

                        (i)   the amount of any Liquidity Drawing, to be made on
                              the related Payment Date;

                        (j)   the amount of Principal Collections that are
                              available for distribution on the related Payment
                              Date;


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                                                                              19
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                        (k)   the amount of any Principal Draw, to be made on
                              the related Payment Date;

                        (l)   the Principal Charge-Offs and the Carryover
                              Principal Charge-Offs for each class of Notes and
                              the Redraw Facility;

                        (m)   the amount of any Redraw Principal Outstanding;
                              and

                        (n)   any other items of information applicable to the
                              Notes and the related Determination Date or
                              Payment Date.

DEFINITIONS SCHEDULE
                  1.11  For the purposes of the Definitions Schedule:

                        (a)   the Class A Notes are "Senior Notes";

                        (b)   the Class A Note Holders are "Senior Note
                              Holders";

                        (c)   the Class B Notes are "Junior Notes";

                        (d)   the Class B Note Holders are "Junior Note
                              Holders";

                        (e)   the rating applicable to Authorised Investments of
                              the type described in paragraph (c)(ii) of that
                              definition (in the Definition Schedule) is A-1;
                              and

                        (f)   there is no Required Servicer Rating.

                  1.12  For the purposes of the Trust the Trust Manager confirms
                        that it has requested each of S&P, Moody's and Fitch to
                        rate the Notes.

CREDIT RATINGS
                  1.13  A reference to the credit rating of any entity by a
                        Designated Rating Agency means, where that Designated
                        Rating Agency does not have a public credit rating of
                        that entity, the equivalent internal private credit
                        rating of that entity as notified by that Designated
                        Rating Agency to the Trustee and the Trust Manager.

SUPPORT FACILITIES
                  1.14  For the purposes of the Definitions Schedule and the
                        Deed of Charge, each Support Facility is a "Support
                        Facility".


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                                                                              20
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PART 2 - THE TRUST AND ITS ASSETS

2     TRUST
--------------------------------------------------------------------------------
NAME OF TRUST
                  2.1   The Trust to which this deed applies will be known as
                        the "Kingfisher Trust 2001-1G".

DETERMINATION OF FINAL PAYMENT DATE
                  2.2   The Trustee must, as soon as practicable following the
                        Termination Date of the Trust, declare on the direction
                        of the Trust Manager, a date ("FINAL TERMINATION DATE")
                        (which, if Notes have been issued and have not then been
                        redeemed (or deemed to be redeemed) in full, must be a
                        Payment Date and must not be the next Payment Date
                        immediately after the declaration if the Determination
                        Date in relation to that Payment Date has then passed),
                        being a date by which the Trustee reasonably believes
                        that the sale and distribution of the Assets of the
                        Trust will be completed in accordance with this clause
                        2. Based on the direction of the Trust Manager, the
                        Trustee may substitute another date as the Final
                        Termination Date (which, if the Notes have not been
                        redeemed in full, must be a Payment Date) if it
                        reasonably believes that the Assets will not in fact be
                        sold and distributed by the then Final Termination Date.

REALISATION OF ASSETS OF THE TRUST
                  2.3   Subject to clause 2.2, upon the occurrence of the
                        Termination Date of the Trust, the Trustee, in
                        consultation with the Trust Manager, must sell and
                        realise the Assets of the Trust (and, in relation to the
                        sale (other than pursuant to clause 2.5) of any
                        Receivables forming part of the Assets of the Trust, the
                        Trustee must obtain appropriate expert advice prior to
                        the sale) and such sale (so far as is reasonably
                        practicable and reasonably commercially viable) must be
                        completed within 180 days of the Termination Date of the
                        Trust provided that during the period of 180 days from
                        that Termination Date:

                        (a)   the Trustee must not sell the Receivables at less
                              than an amount equal to the Repurchase Price of
                              the Housing Loans which comprise part of the
                              Receivables that then form part of the Assets of
                              the Trust;

                        (b)   the Trustee must not sell any Receivables unless
                              the sale is on terms in accordance with clause
                              2.4; and

                        (c)   the Trustee must not sell any Receivables unless
                              it has first offered the Receivables for sale to
                              the Seller or its nominee in accordance with
                              clause 2.5 and the Seller or its nominee has
                              either not accepted that offer within 90 days of
                              that Termination Date or has accepted that offer
                              but not paid the consideration due by the time
                              required pursuant to clause 2.5.

CONDITIONS OF SALE DURING 180 DAYS
                  2.4   Pursuant to clause 2.3, the Trustee must not conclude a
                        sale (other than pursuant to clause 2.5) unless:


<PAGE>

                                                                              21
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                        (a)   any Receivables sold pursuant to that sale are
                              assigned in equity only (unless the Trustee
                              already holds legal title to such Receivables);

                        (b)   the sale is expressly subject to the Servicer's
                              rights to be retained as Servicer of the
                              Receivables in accordance with the terms of this
                              deed; and

                        (c)   the sale is expressly subject to the rights of the
                              Seller Trust in respect of those Receivables
                              pursuant to this deed and the Seller's rights (as
                              beneficiary of the Seller Trust) in respect of
                              those Receivables pursuant to this deed.

RIGHT OF REFUSAL
                  2.5   (a)   On the Termination Date of the Trust, the Trustee
                              is deemed to irrevocably offer to extinguish in
                              favour of the Seller, its entire right, title and
                              interest in the Receivables forming part of the
                              Assets of the Trust in return for the payment to
                              the Trustee of an amount equal to the Repurchase
                              Price (as at the Termination Date of the Trust) of
                              the Housing Loans which comprise part of the
                              Receivables then forming part of the Assets of the
                              Trust.

                        (b)   The Seller may verbally accept the offer referred
                              to in clause 2.5(a) within 90 days after the
                              Termination Date of the Trust and having accepted
                              the offer, must pay to the Trustee, in immediately
                              available funds, the amount referred to in clause
                              2.5(a) by the expiration of 180 days after the
                              Termination Date of the Trust. If the Seller
                              accepts such offer, the Trustee must execute
                              whatever documents the Seller reasonably requires
                              to complete the extinguishment of the Trustee's
                              rights, title and interest in the Receivables then
                              forming part of the Assets of the Trust.

                        (c)   The Trustee must not sell any Receivables referred
                              to in clause 2.5(a) unless the Seller has failed
                              to accept the offer referred to in clause 2.5(a)
                              within 90 days after the Termination Date of the
                              Trust or, having accepted the offer, has failed to
                              pay the amount referred to in clause 2.5(a) by the
                              expiration of 180 days after the Termination Date
                              of the Trust.

SALE AT LOWER PRICE
                  2.6   If, after the expiration of the period of 180 days from
                        the Termination Date of the Trust, the Trustee has not
                        sold the Receivables which form part of the Assets of
                        the Trust for the amount determined in accordance with
                        clause 2.3(a), the Trustee may proceed to sell such
                        Receivables free from the prohibition contained in
                        clause 2.4(a) and may, if necessary, sell such
                        Receivables on the terms set out in clause 2.7 if the
                        terms of that clause are satisfied. If any Receivables
                        are sold for less than the price for those Receivables
                        determined in accordance with clause 2.5(a), then any
                        such shortfall must be allocated as provided for in
                        clause 2.11.

CONDITIONS OF SALE AFTER 180 DAYS
                        2.7   Upon the expiration of the period of 180 days from
                              the Termination Date of the Trust, the Trustee
                              may, if necessary (in its reasonable


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                                                                              22
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                        opinion) sell the Receivables forming part of the Assets
                        of the Trust for an amount which is less than the
                        Repurchase Price of the Housing Loans which comprise
                        part of the Receivables and, in that case, the Trustee
                        shall:

                        (a)   take all necessary steps to protect the Trustee's
                              interest in, and title to, the Receivables;

                        (b)   terminate the rights and obligations of the
                              Servicer in respect of those Receivables; and

                        (c)   sell the legal and beneficial ownership in such
                              Receivables to the prospective purchaser free of
                              the Seller Trust and all rights of the Seller to
                              repurchase such Receivables in accordance with
                              this deed.

FURTHER CONDITIONS OF SALE AFTER 180 DAYS
                  2.8   If the Trustee sells the Receivables forming part of the
                        Assets of the Trust pursuant to clause 2.7, the Trustee
                        must include as a condition of the sale that the
                        purchaser will:

                        (a)   consent to the granting in favour of the Seller of
                              mortgages and other Security Interests subsequent
                              to the Mortgages assigned to the purchaser;

                        (b)   enter into priority agreements with the Seller, in
                              the form then specified in the Servicing
                              Procedures, limiting the priority of the Mortgages
                              and Related Securities assigned to the purchaser
                              over any subsequent mortgages and other Security
                              Interests held by the Seller to the then principal
                              outstanding of the relevant Housing Loan and any
                              interest fees and expenses on this amount; and

                        (c)   use reasonable endeavours to obtain the consent of
                              the providers of Mortgages and Related Securities
                              assigned to the purchaser, and any other relevant
                              person, to the grant of subsequent mortgages and
                              other Security Interests to the Seller.

PROCEDURES PENDING WINDING-UP
                  2.9   During the period commencing on the Termination Date of
                        the Trust and ending on the Final Termination Date:

                        (a)   the Trustee, the Servicer and the Trust Manager
                              must continue to perform their respective roles in
                              accordance with the Master Trust Deed and this
                              deed in respect of the Assets of the Trust;

                        (b)   all Collections (if any) must continue to be
                              deposited in the Collection Account in accordance
                              with this deed;

                        (c)   all proceeds arising from the sale of Assets of
                              the Trust must be deposited into the Collection
                              Account; and

                        (d)   the Trustee must continue to make all payments
                              determined and directed by the Trust Manager as
                              required to be made in accordance with this deed.


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                                                                              23
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COSTS ON WINDING-UP OF THE TRUST
                  2.10  On the Determination Date (if applicable) prior to the
                        Final Termination Date, the Trust Manager (in
                        consultation with the Trustee) must in respect of the
                        Trust make provision for all Taxes, costs, charges,
                        expenses, claims and demands anticipated to become
                        payable after the Final Termination Date in connection
                        with or arising out of the administration or winding up
                        of the Trust, including the fees of any consultants whom
                        the Trustee, the Seller, the Servicer, the Security
                        Trustee or the Trust Manager have employed in connection
                        with the administration or winding up of the Trust. Such
                        costs (if any) will be treated as an Expense of the
                        Trust by the Trust Manager in making its determinations
                        as to payments to be made on the Final Termination Date
                        in accordance with clause 2.11.

CALCULATION OF FINAL DISTRIBUTIONS
                  2.11  Prior to the Final Termination Date, the Trust Manager
                        must determine how the amounts (if any) standing to the
                        credit of the Collection Account are to be distributed
                        and must make such determination in accordance with the
                        provisions of this deed for payments and allocations of
                        any Principal Collections and Finance Charge
                        Collections. After making such determinations the Trust
                        Manager must notify the Trustee of the allocations and
                        payments to be made on the Final Termination Date.

FINAL DISTRIBUTIONS
                  2.12  On the Final Termination Date determined under clause
                        2.2, the Trustee must make the payments that the Trust
                        Manager directs it to make pursuant to clause 2.11.


3     ENTITLEMENT OF BENEFICIARIES
--------------------------------------------------------------------------------
ISSUE OF UNITS
                  3.1   The beneficial interest in the Trust is, on the date of
                        this deed, represented by the issue of:

                        (a)   one Residual Capital Unit; and

                        (b)   one Residual Income Unit,

                        to the Residual Capital Unitholder and the Residual
                        Income Unitholder, respectively, pursuant to the Notice
                        of Creation of Trust.

                  3.2   The Trustee must evidence the issue of the Units
                        referred to in clause 3.1 by entering each Unitholder's
                        name in the Unit Register.

                  3.3   The holder of the Residual Capital Unit and the holder
                        of each Residual Income Unit, issued in accordance with
                        this clause and the Notice of Creation of Trust, hold
                        the beneficial interest in the Trust in accordance with
                        the Master Trust Deed and this deed.

                  3.4   A failure by the Trustee to issue a Residual Income Unit
                        does not affect the Residual Income Unitholders' rights
                        as beneficiary of the Trust under the Master Trust Deed
                        and this deed.


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                                                                              24
--------------------------------------------------------------------------------
RESIDUAL CAPITAL UNIT
                  3.5   (a)   The issue price of the Residual Capital Unit was
                              the amount of $5, paid by the Residual Capital
                              Unitholder under the Notice of Creation of Trust
                              on establishment of the Trust.

                        (b)   The beneficial interest held by the holder of the
                              Residual Capital Unit is limited to the Trust and
                              each Asset of the Trust (other than any Asset of
                              the Trust held on trust for the holders of
                              Residual Income Units under clause 3.6) subject to
                              and in accordance with the Master Trust Deed and
                              this deed.

                        (c)   The holder of the Residual Capital Unit has no
                              right to receive distributions in respect of the
                              Trust other than the right to receive on the Final
                              Termination Date the entire beneficial interest of
                              the Trust subject to the rights of holders of
                              Residual Income Units. The Residual Capital Unit
                              may not be redeemed at any time or in any other
                              way.

                        (d)   The Residual Capital Unit is not transferable
                              without the written consent of the Trustee.

RESIDUAL INCOME UNIT
                  3.6   (a)   The issue price of the first Residual Income Unit
                              was the amount of $5 paid by the Residual Income
                              Unitholder under the Notice of Creation of Trust
                              on establishment of the Trust.

                        (b)   A person may, with the consent of the Trustee and
                              the Trust Manager (whose consent may be given or
                              withheld in their absolute discretion), become the
                              holder of any additional Residual Income Unit by
                              paying the issue price for the Residual Income
                              Unit.

                        (c)   The issue price of a Residual Income Unit will be
                              the amount agreed between the Trustee, the Trust
                              Manager and the person applying for such Residual
                              Income Unit.

                        (d)   The beneficial interest held by the holder of a
                              Residual Income Unit is limited to the right to
                              receive on the Final Termination Date, repayment
                              of the issue price paid for the Residual Income
                              Unit under clause 3.6(a) or clause 3.6(b) (to the
                              extent funds are available therefore) and to
                              receive distributions under clause 15 of this deed
                              only to the extent that funds are available for
                              distribution to the Residual Income Unitholders,
                              provided that the Residual Income Unitholders are
                              entitled to receive an amount of up to $1 (at the
                              Trust Manager's discretion) in accordance with
                              clause 15.8(a) to enable the Trust Manager to
                              comply with its obligations under clause 31.2 of
                              the Master Trust Deed.

                        (e)   The holder of a Residual Income Unit has the right
                              to receive distributions in respect of the Trust
                              under the Master Trust Deed and this deed only to
                              the extent that amounts are available for
                              distribution under the Master Trust Deed and this
                              deed.


<PAGE>

                                                                              25
--------------------------------------------------------------------------------
                        (f)   Each Residual Income Unit is transferable in
                              accordance with clause 3.8.

UNIT REGISTER
                  3.7   (a)   The entitlement of any person to a Unit will be
                              evidenced by registration in the register
                              maintained under this clause 3.7 (the "UNIT
                              REGISTER").

                        (b)   The Trustee will keep the Unit Register at its
                              office in a form that it considers appropriate
                              (which may be electronic) and will enter the
                              following particulars:

                              (i)   the name and address of the holder of each
                                    Unit;

                              (ii)  the date on which the name of the holder of
                                    each Unit is entered in the Unit Register;

                              (iii) the date on which the holder of a Unit
                                    ceases to be registered as the holder of
                                    that Unit;

                              (iv)  the issue price initially paid for each
                                    Unit, and the aggregate issue price of all
                                    Units from time to time; and

                              (v)   any other details which the Trustee or the
                                    Trust Manager may consider reasonably
                                    necessary or desirable.

                        (c)   The holder of a Unit shall promptly notify the
                              Trustee of any change of its name or address and
                              the Trustee will alter the Unit Register
                              accordingly.

                        (d)   Without limiting clause 3.1, the interest of any
                              holder in a Unit will be constituted by
                              registration in the Unit Register.

TRANSFER OF UNITS
                  3.8   (a)  (i)    Subject to clause 3.5(d) the holder of a
                                    Unit may transfer the Unit by instrument in
                                    writing in any form approved by the Trustee.
                                    No fee will be charged on the transfer of a
                                    Unit.

                              (ii)  An instrument of transfer shall be executed
                                    by or on behalf of both the transferor and
                                    the transferee.

                              (iii) A transferor of a Unit remains the holder of
                                    the Unit transferred until the transfer is
                                    registered and the name of the transferee is
                                    entered in the Unit Register in respect of
                                    the Unit.

                        (b)   The instrument of transfer of a Unit must be left
                              for registration at the address where the Unit
                              Register on which the Unit to which the transfer
                              relates are registered is kept. It must be left
                              together with any information that the Trustee
                              properly requires to show the right of the
                              transferor to make the transfer.


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                                                                              26
--------------------------------------------------------------------------------
LIMIT ON RIGHTS
                  3.9   Each Unitholder is subject to, and bound by, the
                        provisions of the Master Trust Deed and this deed.


4     CONSUMER CREDIT CODE
--------------------------------------------------------------------------------
RIGHT OF INDEMNITY - CONSUMER CREDIT LEGISLATION
                  4.1   (a)   Without prejudice to the right of indemnity given
                              by law to trustees, and without limiting any other
                              provision of this deed, the Trustee will be
                              indemnified out of the Trust, free of any set-off
                              or counterclaim against all Penalty Payments which
                              the Trustee is required to pay personally or in
                              its capacity as trustee of that Trust and arising
                              in connection with the performance of its duties
                              or exercise of its powers under the Transaction
                              Documents in relation to the Trust.

                        (b)   The Trustee's right to be indemnified in
                              accordance with clause 4.1(a) applies
                              notwithstanding any allegation that the Trustee
                              has incurred any such Penalty Payment as a result
                              of its fraud, gross negligence or wilful default
                              or any other act or omission which may otherwise
                              disentitle the Trustee to be so indemnified.
                              However, the Trustee is not entitled to that right
                              of indemnity or reimbursement to the extent that
                              there is a determination by a 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 relevant Trust any
                              amount paid to it under this clause 4.1).

                        (c)   This clause 4.1 overrides any other provision of
                              this deed.

                        (d)   The Servicer indemnifies the Trustee, free of any
                              set-off or counterclaim, against all Penalty
                              Payments which the Trustee is required to pay
                              personally or in its capacity as trustee of the
                              Trust and arising in connection with the
                              performance of its duties or exercise of its
                              powers under the Transaction Documents in relation
                              to the Trust. The Trustee may rely on others in
                              relation to compliance with the Consumer Credit
                              Code.

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

SERVICER
                  4.2   With effect on and from the Closing Date, Australia and
                        New Zealand Banking Group Limited agrees to act as the
                        Servicer of the Purchased Receivables and undertakes to
                        comply with the duties and obligations imposed on it
                        under the Master Servicer Deed and this deed.


<PAGE>

                                                                              27
--------------------------------------------------------------------------------
                  4.3   The Trust is a Relevant Trust (as defined in the Master
                        Servicer Deed) for the purposes of the Master Servicer
                        Deed.


5     REPURCHASE OPTION
--------------------------------------------------------------------------------
CLEAN-UP OFFER
                  5.1   Subject to clause 5.4, at least five Business Days
                        before each Call Option Date (but not later than the
                        Termination Date) the Trustee, at the written request of
                        the Trust Manager, may give notice to the Seller of an
                        offer ("CLEAN-UP OFFER") to re-convey the Purchased
                        Receivables to the Seller on a Call Option Date for an
                        amount ("CLEAN-UP OFFER AMOUNT") equal to (as at the
                        last day of the immediately preceding Interest Period)
                        the aggregate of the Repurchase Price for each Housing
                        Loan which comprises part of the Purchased Receivables
                        then forming part of the Assets of the Trust as
                        determined by the Trust Manager.

CALCULATION
                  5.2   The Trust Manager agrees to calculate the amount
                        described in clause 5.1 and include such amount in its
                        request to the Trustee to make a Clean-Up Offer.

ACCEPTANCE
                  5.3   Acceptance of a Clean-Up Offer may only be effected by
                        payment in immediately available funds by the Seller to
                        the Collection Account of the Clean-Up Offer Amount. For
                        the avoidance of doubt, the Seller is under no
                        obligation to accept any Clean-Up Offer.

CONSENT OF NOTE HOLDERS
                  5.4   If:

                        (a)   Notes have been issued and have not been redeemed
                              (or deemed to be redeemed) on or before a Call
                              Option Date; and

                        (b)   the Clean-Up Offer Amount is less than the amount
                              which is sufficient to ensure that the Trustee can
                              redeem the Total Invested Amount of all Notes (as
                              at the Determination Date immediately preceding
                              the Call Option Date) in full,

                        the Trustee must, prior to giving notice to the Seller,
                        obtain the consent by way of an Extraordinary Resolution
                        of the Note Holders in favour of making a Clean-Up Offer
                        for the Aggregate Stated Amount (without double
                        counting) of all Notes.

RECONVEYANCE
                  5.5   Upon receipt of the Clean-Up Offer Amount by the Trustee
                        in immediately available funds:

                        (a)   the Trustee's entire right and interest in the
                              Purchased Receivables is automatically
                              extinguished; and

                        (b)   the Trustee must apply the Clean-Up Offer Amount
                              towards the redemption of the Class B Notes in
                              accordance with clause 9.17 of this deed and the
                              redemption of the Class A Notes in accordance with
                              the Class A Note Conditions.


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                                                                              28
--------------------------------------------------------------------------------
CLEAN-UP AMOUNT
                        5.6 Where:

                        (a)   the Total Invested Amount of all Notes on any
                              Determination Date is less than or equal to 10% of
                              the A$ Equivalent of the aggregate of the Initial
                              Invested Amount of all Notes; and

                        (b)   the Trustee has not been directed by the Trust
                              Manager to redeem all of the Notes outstanding on
                              the next Payment Date or the Trustee has been
                              directed by the Trust Manager to redeem all of the
                              Notes on the next Payment Date but the Trustee has
                              insufficient funds on that Payment Date to do so,

                        then the Trust Manager must, on that Payment Date:

                        (i)   calculate the Clean-Up Amount as at the
                              Determination Date immediately preceding that
                              Payment Date;

                        (ii)  notify the Seller, the Trustee and each Designated
                              Rating Agency of the Clean-Up Amount and the
                              method of its calculation; and

                        (iii) direct the Trustee to:

                              (A)   as soon as practicable, establish in the
                                    name of the Trustee a bank account with an
                                    Eligible Bank;

                              (B)   deduct an amount equal to the Clean-Up
                                    Amount as at that Determination Date from
                                    the amount (if any) payable to the Residual
                                    Income Unitholders under clause 15.10(f) on
                                    that Payment Date; and

                              (C)   deposit the amount deducted in accordance
                                    with clause 5.6(iii)(B) into the Clean-Up
                                    Account and hold that amount on trust for
                                    the Residual Income Unitholders until that
                                    amount is repaid to the Residual Income
                                    Unitholders in accordance with clause 5.7.

                  5.7   The Trustee must only withdraw any amount standing to
                        the credit of the Clean-Up Account:

                        (a)   if, on any Determination Date after the Payment
                              Date referred to in clause 5.6(i), the Trustee
                              determines that Extraordinary Expenses have been
                              incurred by the Trustee during the immediately
                              preceding Collection Period, to meet in whole or
                              in part the payment or satisfaction of such
                              Extraordinary Expenses on the next Payment Date;
                              and

                        (b)   upon the first to occur of:

                              (i)   the date on which all Notes have been fully
                                    and finally redeemed in accordance with the
                                    Master Trust Deed and this deed; and

                              (ii)  the Termination Date of the Trust,


<PAGE>

                                                                              29
--------------------------------------------------------------------------------
                        to pay the amount standing to the credit of the Clean-Up
                        Account to the Residual Income Unitholders.

                  5.8   The Trustee must on the Business Day immediately
                        following the date of any withdrawal made by it in
                        accordance with clause 5.7, notify the Trust Manager of
                        the amount of any such withdrawal.

                  5.9   The Trust Manager must, on each Payment Date, notify the
                        Residual Income Unitholders of any withdrawal made by
                        the Trustee under clause 5.7.


6     RECEIVABLES
--------------------------------------------------------------------------------
REQUIREMENT TO SATISFY
                  6.1   Each Receivable to be purchased by the Trustee must
                        satisfy the Eligibility Criteria.

ELIGIBILITY CRITERIA
                  6.2   The Eligibility Criteria in respect of each Receivable
                        for the Trust are as follows:

                        (a)   it is a Housing Loan;

                        (b)   it was advanced and is repayable in Australian
                              dollars;

                        (c)   the term of the related Housing Loan does not
                              exceed 30 years;

                        (d)   the related Housing Loan is fully drawn (other
                              than to the extent to which Redraws are available
                              to the Debtor under such Housing Loan) as at the
                              relevant Cut-Off Date;

                        (e)   the related Housing Loan is secured by a Mortgage
                              over Land which is either:

                              (i)   a first ranking registered mortgage; or

                              (ii)  a second ranking registered mortgage where:

                                    (A)  there are two registered mortgages over
                                         the Land securing the Housing Loan and
                                         the Seller is the first mortgagee; and

                                    (B)  the first ranking registered mortgage
                                         is also being acquired by the Trustee;

                        (f)   the Land subject to the related Mortgage has
                              erected on it a residential dwelling which is not
                              under construction;

                        (g)   the related Housing Loan is covered by a Mortgage
                              Insurance Policy providing for 100% cover of
                              principal and interest losses in respect of the
                              Housing Loan;

                        (h)   the sale of the Receivable does not contravene or
                              conflict with any law;


<PAGE>

                                                                              30
--------------------------------------------------------------------------------
                        (i)   it is not a Defaulted Housing Loan as at the
                              relevant Cut-Off Date;

                        (j)   it has a total principal amount outstanding of no
                              more than A$500,000 as at the Cut-Off Date;

                        (k)   it is, or will by the Closing Date be, duly
                              stamped or taken by the relevant stamp duties
                              authority to be duly stamped with all applicable
                              stamp duty; and

                        (l)   the related Housing Loan has a LVR of less than or
                              equal to 95%.

                  6.3   The Trustee is not required to investigate whether any
                        Receivable satisfies the Eligibility Criteria and is not
                        liable to any person in any manner whatsoever if any
                        Receivable does not satisfy the Eligibility Criteria.

SERVICER MAY RELEASE RELATED SECURITY
                  6.4   The Servicer may release a Related Security securing a
                        Purchased Receivable where:

                        (a)   that Purchased Receivable is secured by more than
                              one Related Security; and

                        (b)   the release of such a Related Security will not
                              result in the LVR of the relevant Purchased
                              Receivable (as calculated at the date of the
                              release) exceeding the LVR as at the date of
                              origination.


7     THE CUSTODIAN
--------------------------------------------------------------------------------
                  7.1   The Trustee (at the direction of the Trust Manager)
                        appoints the Custodian to hold the Title Documents in
                        respect of the Receivables and Related Securities
                        forming the Assets of the Trust on behalf of the Trustee
                        until a Custodian Transfer Event occurs. The Custodian
                        may appoint a person as its agent to hold any Title
                        Documents. The Custodian will be liable for the acts or
                        omissions of any such agent.

STANDARD
                  7.2   The Custodian's duties and responsibilities in its
                        capacity as custodian under this deed are to:

                        (a)   hold as custodian under and in accordance with
                              this deed each Title Document that it may receive
                              on behalf of the Trustee pursuant to a Transaction
                              Document in accordance with its standard
                              safe-keeping practices and in the same manner and
                              to the same extent as it holds its own documents;

                        (b)   ensure that each Title Document is capable of
                              identification and is kept in a separate file in a
                              secure vault; and

                        (c)   cure any exceptions or deficiencies noted by the
                              Auditor of the Trust in a Document Custody Audit
                              Report (to the extent it relates to information
                              provided by the Custodian where any


<PAGE>

                                                                              31
--------------------------------------------------------------------------------
                              exception or deficiencies relate to items reviewed
                              by the Auditor described in clause 7.5(b)).

TRANSFER OF CUSTODY
                  7.3   If a Title Perfection Event or Custodian Transfer Event
                        occurs, then the provisions of clauses 7.10 and 7.12 of
                        this deed will apply and, if applicable, the Trustee may
                        terminate the appointment of the Custodian as custodian
                        under this clause 7.

INFORMATION INDEMNITY
                  7.4   If the Custodian is requested to provide information in
                        its possession to enable the Servicer to complete any
                        Servicer's Statement or any computer diskette or
                        separate statement accompanying a Servicer's Statement
                        and the Custodian does not supply that information and
                        as a result the Trustee is unable (when entitled to do
                        so under this deed and the Master Trust Deed) to lodge
                        and register Transfers upon the occurrence of a Title
                        Perfection Event, then the Custodian indemnifies the
                        Trustee (whether for its own account or for the account
                        of the Note Holders) for all actions, loss, damage,
                        costs, charges and expenses suffered as a result.

AUDITOR REVIEW
                  7.5   The Trust Manager must retain the Auditor of the Trust
                        to conduct periodic reviews (at the intervals determined
                        in accordance with clause 7.8) in respect of the
                        Custodian's role as custodian under this deed. The
                        Auditor must review:

                        (a)   the custodial procedures adopted by the Custodian;
                              and

                        (b)   the accuracy of information in respect of the
                              Purchased Receivables contained in the most recent
                              Servicer's Statement or on computer diskette or
                              separate statement accompanying the most recent
                              Servicer's Statement.

                  7.6   (a)   In respect of the review referred to in clause
                              7.5(a), the Trust Manager must instruct the
                              Auditor of the Trust that its review should
                              consist of reporting on whether:

                              (i)   the Purchased Receivables and Related
                                    Securities forming part of the Assets of the
                                    Trust are capable of identification and are
                                    distinguishable from the other assets of the
                                    Custodian;

                              (ii)  controls exist such that the Title Documents
                                    relating to such Purchased Receivables and
                                    Related Securities may not be removed or
                                    tampered with except with appropriate
                                    authorisation; and

                              (iii) an appropriate tracking system is in place
                                    and such that the location of the security
                                    packets containing the Title Documents in
                                    respect of the Purchased Receivables and
                                    Related Securities of the Trust can be
                                    detected at any time and the location of the
                                    Title Documents can be detected at any time.


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                                                                              32
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                        (b)   In respect of the review referred to in clause
                              7.5(b), the Trust Manager must instruct the
                              Auditor of the Trust to review a sample of
                              security packets containing the Title Documents in
                              respect of the Purchased Receivables and Related
                              Securities then forming part of the Assets of the
                              Trust to determine whether they contain the
                              following:

                              (i)   an original counterpart of the corresponding
                                    Mortgage and each Related Security; and

                              (ii)  the certificate of title (if any) in respect
                                    of the Land the subject of the Mortgage.

                        If such security packets do not contain any of the
                        foregoing, the Auditor must determine if there is any
                        adequate explanation regarding the documents not in the
                        security packets or whether the security packets or the
                        Custodian's records indicate the location of the missing
                        documents. The Trust Manager must instruct the Auditor
                        to confirm (after having conducted the above review) the
                        accuracy of the information in respect of the Purchased
                        Receivables and Related Securities contained in the
                        Servicer's Statement and the computer diskette referred
                        to in clause 7.5(b).

DOCUMENT CUSTODY AUDIT REPORT
                  7.7   The Trust Manager must instruct the Auditor of the Trust
                        to provide a document custody audit report ("DOCUMENT
                        CUSTODY AUDIT REPORT") to the Trustee in which the
                        Auditor, based on its reviews referred to in clauses 7.5
                        and 7.6, specifies a grade of the overall custodial
                        performance by the Custodian, based on the following
                        grading system:

                        (a)   excellent - all control procedures and accuracy of
                              information in respect of Purchased Receivables
                              testing completed without exception;

                        (b)   good - minor exceptions noted;

                        (c)   improvement required:

                              (i)   base internal controls are in place but a
                                    number of issues were identified that need
                                    to be resolved for controls to be considered
                                    adequate; and/or

                              (ii)  testing of the information in respect of
                                    Purchased Receivables identified a number of
                                    minor exceptions which are the result of
                                    non-compliance with the control system;

                        (d)   adverse - major deficiencies in internal controls
                              were identified. Cannot rely on the integrity of
                              the information in respect of Purchased
                              Receivables in the Servicer's Statement and in the
                              diskettes referred to in clause 7.5(b).

TIMING OF DOCUMENT CUSTODY AUDIT REPORTS
                  7.8   The Trust Manager must instruct the Auditor of the Trust
                        to prepare a Document Custody Audit Report annually on
                        31 March of each year


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                                                                              33
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                        during which any Notes are outstanding (or such other
                        period as may be agreed by the Trust Manager, the
                        Trustee and each Designated Rating Agency). The Trust
                        Manager must require the Auditor to deliver a copy of
                        each such Document Custody Audit Report to the Trust
                        Manager, the Custodian and the Seller (if not the
                        Custodian).

ADVERSE DOCUMENT CUSTODY AUDIT REPORT
                  7.9   If the Auditor issues a Document Custody Audit Report
                        which has a finding of "Adverse", the Trustee must
                        instruct the Auditor to conduct a further Document
                        Custody Audit Report no sooner than 2 months but no
                        later than 4 months after the date of receipt by the
                        Trustee of the "Adverse" Document Custody Audit Report.
                        The Trust Manager must instruct the Auditor to deliver
                        the further Document Custody Audit Report to the
                        Trustee, with a copy to the Trust Manager, the Custodian
                        and the Seller (if not the Custodian).

CUSTODIAN TRANSFER EVENT
                        7.10 Upon:

                        (a)   the occurrence of an Insolvency Event in respect
                              of the Custodian; or

                        (b)   the receipt of a further Document Custody Audit
                              Report pursuant to clause 7.9 which is "Adverse",

                        a Custodian Transfer Event occurs. The Trust Manager
                        must immediately upon becoming actually aware of a
                        Custodian Transfer Event deliver a notice to the
                        Custodian of the occurrence of a Custodian Transfer
                        Event. Upon receipt of such notice the Custodian, as
                        soon as reasonably practicable following its receipt of
                        the notice, must transfer custody of the Title Documents
                        relating to the Purchased Receivables then forming part
                        of the Assets of the Trust held by it to the Trustee or
                        another custodian nominated by the Trustee.

                  7.11  The obligations to deliver Title Documents under this
                        clause do not extend to such documents which the
                        Custodian can prove, to the reasonable satisfaction of
                        the Trustee, are deposited with a solicitor (acting on
                        behalf of the Servicer), a land titles office, a stamp
                        duties office, any other Governmental Agency or any
                        other person to whom the Custodian is directed to
                        deliver such documents by the Trust Manager. The
                        Custodian must provide a list of such documents to the
                        Trustee together with any which have been lost within 10
                        Business Days of the above notice having been received
                        by it. In respect of Title Documents that are so
                        deposited, the Custodian must deliver these to the
                        Trustee immediately upon receipt from the solicitor or
                        relevant office and, in respect of Title Documents that
                        are lost, the Custodian must take all reasonable steps
                        satisfactory to the Trustee to promptly replace such
                        Title Documents.

FAILURE TO COMPLY WITH CLAUSE 7.10
                  7.12  If the Custodian does not comply with the requirements
                        of clauses 7.10 and 7.11 within the specified time
                        limits, the Trustee must (unless the Trustee is
                        satisfied, in its absolute discretion, that the
                        Custodian has used its best endeavours to deliver the
                        Title Documents and has made appropriate arrangements
                        for the remaining Title Documents to be


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                                                                              34
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                        delivered in accordance with clause 7.10 within a
                        reasonable period as determined by the Trustee (but in
                        any event no longer than 10 Business Days from the date
                        that they were due to be delivered in accordance with
                        clause 7.10)) to the extent to which it has information
                        available to it at the time:

                        (a)   execute and lodge caveats in respect of all Land
                              or Mortgages (as the case may be) for which all
                              Title Documents in respect of the Trust have not
                              been delivered; and

                        (b)   initiate legal proceedings to take possession of
                              the Title Documents in respect of the Trust that
                              have not been delivered;

                        and to the extent that the Trustee cannot do so, as a
                        result of not having information available to it to do
                        so to the extent the Custodian has customarily provided
                        or is required to provide that information under clause
                        7.4, the indemnity in clause 7.4 applies.

INDEMNITY
                  7.13  The Custodian indemnifies the Trustee against all loss,
                        costs, damages, charges and expenses incurred by the
                        Trustee:

                        (a)   as a result of the occurrence of a Custodian
                              Transfer Event (provided that where the Custodian
                              Transfer Event relates to the matters described in
                              clause 7.5(b) such indemnity is only given in
                              connection with information actually requested or
                              provided by the Custodian); or

                        (b)   in connection with the Trustee taking the action
                              referred to in clauses 7.11 or 7.12;

                        including all registration fees, stamp duty, legal fees
                        (charged at the usual commercial rates of the relevant
                        legal services provider) and disbursements, and the cost
                        of preparing and transmitting all necessary
                        documentation.

TRUSTEE TO CO-OPERATE WITH SERVICER
                  7.14  If the Trustee or Custodian holds any Title Document and
                        if the Trustee or Custodian (as the case may be)
                        receives from the Servicer an undertaking to return the
                        Title Documents to the Trustee or the Custodian (as the
                        case may be), the Trustee or Custodian (as the case may
                        be) must release to the Servicer from time to time such
                        Title Documents as are reasonably required by the
                        Servicer to perform its obligations as Servicer under
                        this deed and the Master Servicer Deed. The Custodian
                        and the Trustee are under no duty to investigate whether
                        the documents requested by the Servicer are reasonably
                        required by the Servicer to perform its obligations as
                        Servicer.

TRUSTEE'S DUTY WHILE HOLDING TITLE DOCUMENTS
                  7.15  While the Trustee holds any Title Documents, it must
                        hold them in accordance with its standard safekeeping
                        practices and in the same manner and to the same extent
                        as it holds equivalent mortgage documents as trustee.


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REAPPOINTMENT OF THE CUSTODIAN AS CUSTODIAN
                  7.16  If following a Custodian Transfer Event:

                        (a)   the Trustee is satisfied, notwithstanding the
                              occurrence of the Custodian Transfer Event, that
                              the Custodian is an appropriate person to act as
                              custodian of the Title Documents; and

                        (b)   the Designated Rating Agency confirms that the
                              appointment of the Custodian to act as custodian
                              of the Title Documents will not result in an
                              Adverse Rating Effect,

                        then the Trustee may by agreement with the Custodian
                        appoint it to remain as custodian of the Title Documents
                        upon such terms as are agreed between the Trustee and
                        the Custodian and approved by the Trust Manager.


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                                                                              36
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PART 3 - THE NOTES

8     PURPOSE
--------------------------------------------------------------------------------
PURPOSE
                  8.1   Subject to clause 8.2, the Trustee must, as directed by
                        the Trust Manager, use the proceeds of all Notes and all
                        payments received from each Currency Swap on the Closing
                        Date to fund the acquisition of Receivables (or to fund
                        Authorised Investments to be acquired with any surplus
                        of the proceeds and payments over the amount required to
                        fund the acquisition of the Receivables, such surplus
                        created due to the size of the parcels of Notes to be
                        issued) or for any other purpose agreed between the
                        Trustee and the Trust Manager (and which each Designated
                        Rating Agency confirms in writing will not have an
                        Adverse Rating Effect).

CRITERIA
                  8.2   Notwithstanding any other provision of the Transaction
                        Documents in respect of the Trust, the Trust Manager
                        must not direct the Trustee to issue Notes under this
                        deed to acquire, or invest in, any Receivables or to
                        reimburse the Seller in respect of Redraws unless such
                        Receivables satisfy the Eligibility Criteria. In this
                        regard, the Trust Manager is entitled to rely upon a
                        representation and warranty from the Seller that such
                        Receivables satisfy the Eligibility Criteria.

GENERAL
                  8.3   The Trustee (at the direction of the Trust Manager) may
                        issue Notes, for the purposes set out in clause 8.1 in
                        accordance with this deed.


9     TERMS OF ISSUE OF THE NOTES
--------------------------------------------------------------------------------
NOTES TO BE ISSUED

                  9.1   The Trustee will, subject to satisfaction of the
                        conditions precedent described in clause 9.1 of the
                        Master Trust Deed, and on the direction of the Trust
                        Manager, issue two classes of Notes as follows:

                        (a)   the Class A Notes (including any Class A
                              Tranches); and

                        (b)   the Class B Notes (including any Class B
                              Tranches).

FORM, CONSTITUENT DOCUMENTS AND DENOMINATION OF THE NOTES
                  9.2   (a)   (BEARER NOTES): If the Class A Notes or the Class
                              B Notes are issued in the form of Bearer Notes,
                              then the Class A Notes and/or the Class B Notes
                              (as the case may be) will be:

                              (i)   in book-entry form, without coupons;

                              (ii)  upon issue represented by one or more
                                    Book-Entry Notes (and interests in such
                                    Book-Entry Notes may be exchanged for
                                    Definitive Notes in the circumstances set
                                    out in the Note Trust Deed); and

                              (iii) constituted, issued and authenticated
                                    pursuant to the Note Trust Deed and will be
                                    denominated in US$.


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                                                                              37
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                        (b)   (REGISTERED NOTES): If the Class A Notes or the
                              Class B Notes are issued in the form of Registered
                              Notes, then the Class A Notes and/or the Class B
                              Notes (as the case may be) will, upon issue, be in
                              the form of registered debt securities, will be
                              constituted pursuant to the Master Trust Deed and
                              this deed and will be denominated in A$. Such
                              Class A Notes or Class B Notes are direct,
                              secured, limited recourse obligations of the
                              Trustee.

TRANCHES OF CLASS A NOTES AND CLASS B NOTES
                  9.3   The Trustee may, at the direction of the Trust Manager
                        contained in a Tranching Notice delivered to the Trustee
                        not less than 10 Business Days before the proposed Issue
                        Date, issue any number of sub-classes of Class A Notes
                        (each a "CLASS A TRANCHE") or Class B Notes (each a
                        "CLASS B TRANCHE") (as the case may be). Each sub-class
                        shall be designated as follows:

                        (a)   in the case of sub-classes of Class A Notes,
                              "Class A#"; and

                        (b)   in the case of sub-classes of Class B Notes,
                              "Class B#".

                  9.4   Each Tranching Notice shall contain the following
                        information:

                        (a)   the proposed number of Class A Tranches or Class B
                              Tranches (as the case may be);

                        (b)   the proposed amounts of each Class A Tranche or
                              Class B Tranche (as the case may be);

                        (c)   any preferential entitlement to repayment of
                              principal proposed in respect of the Class A
                              Tranches or the Class B Tranches (as the case may
                              be) and the extent of such entitlement; and

                        (d)   the proposed Issue Date in relation to the Class A
                              Tranches or Class B Tranches (as the case may be).

                  9.5   If the Trustee, at the direction of the Trust Manager,
                        determines not to issue sub-classes of Class A Notes or
                        Class B Notes (as the case may be), then any references
                        to a "Class A Tranche" or a "Class B Tranche" (as the
                        case may be) in any Transaction Document shall be
                        disregarded and shall be deemed to be a reference to a
                        "Class A Note" (or "Class A Notes") or a "Class B Note"
                        (or "Class B Notes") (as appropriate). In such
                        circumstances, all Class A Notes or Class B Notes (as
                        the case may be) shall rank equally and ratably as
                        between themselves as regards the payment of interest
                        and principal.

                  9.6   Each sub-class of Class A Notes or Class B Notes shall
                        rank equally and rateably with any other Class A Notes
                        or Class B Notes (as the case may be), except that prior
                        to an Event of Default, amongst the sub-classes of Class
                        A Notes or Class B Notes some of those sub-classes may
                        be issued with a preferential entitlement to repayment
                        of principal in an order determined by the Trust Manager
                        and specified in the direction given to the Trustee
                        under clause 9.3 and clause 9.4.


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INITIAL INVESTED AMOUNT OF THE NOTES
                  9.7   (a)   (CLASS A NOTES): Each Class A Note on its issue
                              will have an Initial Invested Amount as set out on
                              the face of that Class A Note and will be issued
                              at par value.

                        (b)   (CLASS B NOTES): Each Class B Note on its issue
                              will have an Initial Invested Amount as set out in
                              the Register of Note Holders for the Class B Notes
                              and will be issued at par value.

INTEREST ON THE CLASS A NOTES
                  9.8   Each Class A Note will accrue interest, and such
                        interest will be calculated and payable, in accordance
                        with the Class A Note Conditions.

INTEREST ON THE CLASS B NOTES
                  9.9   Each Class B Note will have interest payable in respect
                        of each Interest Period calculated:

                        (a)   at the Class B Note Interest Rate for that Class B
                              Note for that Interest Period;

                        (b)   on the Invested Amount of that Class B Note on the
                              first day of that Interest Period (after taking
                              into account any reduction in the Invested Amount
                              of that Class B Note on that day); and

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

                        and payable in arrears on each Payment Date.

                        Each Class B Note will cease to accrue interest from the
                        date upon which the Class B Note is redeemed in
                        accordance with clause 9.11(b), unless upon such date,
                        payment is improperly withheld or refused in which case
                        the Class B Note will continue to accrue interest in
                        accordance with this deed (both before and after
                        judgment) until but excluding the earlier of the day on
                        which all sums due in respect of the Class B Note up to
                        that day are received by or on behalf of the relevant
                        Note Holder and the seventh day after notice is given to
                        the Note Holder that such payment will be made, provided
                        that such payment is in fact made on that day.

OVERDUE INTEREST
                  9.10  (a)   (CLASS A NOTES): If interest is not paid in
                              respect of a Class A Note on the date when due and
                              payable in accordance with the Class A Note
                              Conditions, the unpaid interest will in turn bear
                              interest in accordance with the Class A Note
                              Conditions.

                        (b)   (CLASS B NOTES): If any interest is not paid in
                              respect of a Class B Note on the date when due and
                              payable in accordance with this deed (but without
                              regard to any limitation herein contained) that
                              unpaid interest will in turn bear interest at the
                              Class B Note Interest Rate from time to time
                              applicable for the relevant Class B Note until
                              (but excluding) the date on which the unpaid
                              interest is paid in accordance with clause
                              15.8(g).


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                                                                              39
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REDEMPTION
                  9.11  (a)   (CLASS A NOTES) The Class A Notes will be redeemed
                              (or deemed to be redeemed) in accordance with the
                              Class A Note Conditions.

                        (b)   (CLASS B NOTES) Each Class B Note will be fully
                              and finally redeemed, and the obligations of the
                              Trustee with respect to the payment of the
                              Invested Amount of that Class B Note will be fully
                              and finally discharged, on the first to occur of:

                              (i)   the date upon which the Invested Amount of
                                    that Class B Note is reduced to zero and all
                                    accrued but previously unpaid interest is
                                    paid in full (including, but not limited to,
                                    the exercise by the Trustee of the Clean-Up
                                    Option);

                              (ii)  if the Stated Amount in relation to the
                                    Class B Note is less than the Invested
                                    Amount in relation to the Class B Note, the
                                    date on which the Stated Amount of that
                                    Class B Note is reduced to zero and all
                                    accrued but previously unpaid interest is
                                    paid in full (including, but not limited to,
                                    the exercise by the Trustee of the Clean-Up
                                    Option);

                              (iii) the date upon which the relevant Note Holder
                                    renounces all of its rights to any amounts
                                    payable under or in respect of that Class B
                                    Note;

                              (iv)  the Final Maturity Date; and

                              (v)   the date upon which the Trustee completes a
                                    sale and realisation of all Assets of the
                                    Trust in accordance with the Master Trust
                                    Deed and this deed and the proceeds of such
                                    sale and realisation are applied, to the
                                    extent available, to repay the Invested
                                    Amount plus any accrued, but unpaid, Class B
                                    Note Interest Amount in respect of that
                                    Class B Note in accordance with the Master
                                    Trust Deed or this deed.

                        Each Class B Note redeemed in full (or deemed to be
                        redeemed in full) pursuant to this deed will be
                        cancelled and may not be resold or reissued.

TRUSTEE'S COVENANT TO THE NOTE HOLDERS
                  9.12  Subject to the terms of the Master Trust Deed and this
                        deed, the Trustee:

                        (a)   acknowledges to each Note Holder its indebtedness
                              in respect of the Invested Amount of each Note;
                              and

                        (b)   covenants for the benefit of each Note Holder:

                              (i)   to make all payments of interest in respect
                                    of the Notes held by the Note Holder on each
                                    Payment Date;


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                                                                              40
--------------------------------------------------------------------------------
                              (ii)  to comply with the terms of this deed and
                                    the Transaction Documents to which it is a
                                    party; and

                              (iii) to pay the Stated Amount, together with all
                                    then accrued but unpaid interest, in
                                    relation to the Notes held by the Note
                                    Holder on the Final Maturity Date.

                        Subject to this deed (and in the case of the Class A
                        Notes the Class A Note Conditions), no amount of
                        principal will be paid in respect of a Note in excess of
                        the Stated Amount of that Note.

REGISTER OF NOTE HOLDERS
                  9.13  The Trustee shall keep an up to date Register of Note
                        Holders in respect of the Class B Notes in accordance
                        with Schedule 1. The Register of Note Holders may be
                        maintained in electronic form.

TRANSFER AND TRANSMISSION OF NOTES
                  9.14  (a)   (TRANSFER OF CLASS B NOTES IN ACCORDANCE WITH
                              CORPORATIONS LAW): A Note Holder is only entitled
                              to transfer a Class B Note if the offer of the
                              Class B Note for sale, or the invitation to
                              purchase the Class B Note, to the proposed
                              transferee by the Note Holder is an offer or
                              invitation that does not need disclosure to
                              investors under Part 6D.2 of Chapter 6 of the
                              Corporations Law and otherwise complies with the
                              Corporations Law and if the transfer of the Class
                              B Note complies with Schedule 2.

                        (b)   (REGULATION S): A Class B Note may not be offered
                              or sold within the United States of America or to,
                              or for the account or benefit of, United States
                              persons except in accordance with Regulation S
                              under the Securities Act or pursuant to an
                              exemption from the registration requirements of
                              the Securities Act. Terms used in this clause
                              9.14(b) have the meaning given to them by
                              Regulation S under the Securities Act.

TAXATION
                  9.15  All payments in respect of the Notes will be made
                        without withholding or deduction for, or on account of,
                        any present or future taxes, duties or charges of
                        whatsoever nature unless the Trustee (or, in the case of
                        the Class A Notes, any Paying Agent) is required by any
                        applicable law to make such a withholding or deduction.
                        In that event the Trustee (or, in the case of the Class
                        A Notes, any Paying Agent) will, after making such
                        withholding or deduction, account to the relevant
                        authorities for the amount so required to be withheld or
                        deducted. Neither the Trustee nor any such Paying Agent
                        will be obliged to make any additional payments in
                        respect of the relevant Notes in relation to the
                        withholding or deduction. Immediately after becoming
                        aware that such a withholding or deduction is or will be
                        required, the Trustee will notify the Note Trustee or
                        the relevant Note Holders in the manner required by the
                        Transaction Documents.

ROUNDING OF PAYMENTS
                  9.16  Except as otherwise specified in this deed, all payments
                        in respect of a given currency will be rounded to the
                        nearest cent of that currency.


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                                                                              41
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CALL OPTION
                  9.17  (a)   The Trustee will, subject to the other provisions
                              of this deed, when directed by the Trust Manager
                              (at the Trust Manager's option), redeem all, but
                              not some only, of the Notes at their then Invested
                              Amount (without double counting), subject to the
                              following, together with all accrued but unpaid
                              interest in respect of the Notes to (but
                              excluding) the date of redemption, on any Call
                              Option Date.

                        (b)   Notwithstanding the foregoing, the Trustee may
                              redeem the Notes at their Stated Amount on a Call
                              Option Date, instead of at their Invested Amount
                              (without double counting), together with accrued
                              but unpaid interest in respect of the Notes to
                              (but excluding) the date of redemption, if so
                              approved by an Extraordinary Resolution of the
                              Note Holders.

                        (c)   The Trustee must not redeem the Notes unless it is
                              in a position on the relevant Call Option Date to
                              repay the then Invested Amounts or the Stated
                              Amounts (without double counting), as required, of
                              the Notes together with all accrued but unpaid
                              interest to (but excluding) the date of redemption
                              and to discharge all its liabilities in respect of
                              amounts which are required under the Global Master
                              Security Trust Deed and this deed to be paid in
                              priority to or equally with the Notes as if the
                              Deed of Charge in respect of the Trust were
                              enforced.

REDEMPTION FOR TAXATION OR OTHER REASONS
                  9.18  (a)   If the Trust Manager satisfies the Trustee (and,
                              in the case of the Class A Notes, the Note
                              Trustee) immediately prior to giving the direction
                              referred to below that by virtue of either a
                              change in law of the Commonwealth of Australia or
                              any of its political subdivisions or any of its
                              authorities or any other jurisdiction to which the
                              Trustee becomes subject (a "RELEVANT
                              JURISDICTION"), or a change in the application or
                              official interpretation thereof, from that in
                              effect on the Closing Date, either:

                              (i)   on the next Payment Date the Trustee will be
                                    required to deduct or withhold from any
                                    payment of principal or interest in respect
                                    of the Notes including corresponding
                                    payments under any Currency Swap, any amount
                                    for or on account of any present or future
                                    taxes, duties, assessments or governmental
                                    charges of whatever nature imposed, levied,
                                    collected, withheld or assessed by a
                                    Relevant Jurisdiction; or

                              (ii)  on the next Payment Date the total amount
                                    payable in respect of interest in relation
                                    to any of the Receivables for a Collection
                                    Period ceases to be receivable (whether or
                                    not actually received) by the Trustee by
                                    reason of any present or future taxes,
                                    duties, assessments or governmental charges
                                    of whatever nature imposed, levied,
                                    collected, withheld or assessed by a
                                    Relevant Jurisdiction,


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                                                                              42
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                                    and, in each case, such obligation cannot be
                                    avoided by the Trustee taking reasonable
                                    measures available to it, the Trustee must,
                                    when so directed by the Trust Manager (at
                                    the Trust Manager's option), redeem all, but
                                    not some only, of the Notes on any
                                    subsequent Payment Date at their then
                                    Invested Amount (without double counting),
                                    subject to the following, together with
                                    accrued but unpaid interest in respect of
                                    the Notes to (but excluding) the date of
                                    redemption. Notwithstanding the foregoing,
                                    the Trustee may redeem the Notes at their
                                    Stated Amount, instead of at their Invested
                                    Amount (without double counting), together
                                    with accrued but unpaid interest in respect
                                    of the Notes to (but excluding) the date of
                                    redemption, if so approved by an
                                    Extraordinary Resolution of the Note
                                    Holders.

                        (b)   The Trust Manager will not direct the Trustee to,
                              and the Trustee will not, so redeem the Notes
                              unless the Trustee is in a position on such
                              Payment Date to repay in respect of the Notes
                              their then Invested Amount or Stated Amount
                              (without double counting), as required, together
                              with all accrued but unpaid interest to (but
                              excluding) the date of redemption and to discharge
                              all its liabilities in respect of amounts which
                              are required under the Global Master Security
                              Trust Deed and this deed to be paid in priority to
                              or equally with the Notes as if the Deed of Charge
                              in respect of the Trust was enforced.

                        (c)   This clause is subject to the Class A Notes
                              Conditions in respect of the Class A Notes.

                  9.19  For the purpose of any redemption under clauses 9.17 and
                        9.18, the Trustee may rely on any certificate from an
                        Authorised Officer of the Trust Manager that the Trustee
                        will be in a position to repay the Notes at their then
                        Invested Amount or Stated Amount (without double
                        counting), as applicable, together with all accrued but
                        unpaid interest to (but excluding) the date of
                        redemption and to discharge all its liabilities in
                        respect of amounts which are required under the Global
                        Master Security Trust Deed and this deed to be paid in
                        priority to or equally with the Notes as if the Deed of
                        Charge in respect of the Trust were enforced.

NOTIFICATION OF EARLY REDEMPTION TO THE UNITED KINGDOM LISTING AUTHORITY
                  9.20  The Trust Manager must, in accordance with listing rule
                        15.15 of the listing rules made in accordance with the
                        Financial Services Act 1986 (UK) and no later than
                        7.30am on the Business Day following the day on which
                        the Class A Notes are redeemed in accordance with
                        clauses 9.17 or 9.18, notify the United Kingdom Listing
                        Authority of such redemption. The notification must
                        state the amount of Class A Notes redeemed, that no
                        Class A Notes remain outstanding and that the Class A
                        Notes are to be cancelled.


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                                                                              43
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10    CONDITIONS PRECEDENT
--------------------------------------------------------------------------------
CONDITIONS PRECEDENT TO THE ISSUE OF NOTES
                  10.1  The obligation of the Trustee to issue Notes is subject
                        to:

                        (a)   (CONSTITUTION) receipt by the Trust Manager of a
                              certified copy of the constitution of the Seller
                              and the Servicer;

                        (b)   (TRANSACTION DOCUMENTS) receipt by the Trust
                              Manager of a certified copy of each executed and
                              (where relevant) stamped Transaction Document;

                        (c)   (RATING) confirmation from each Designated Rating
                              Agency that the Class A Notes have been assigned a
                              provisional rating of AAA (in the case of S&P and
                              Fitch) and AAA (in the case of Moody's) and the
                              Class B Notes have been assigned a provisional
                              rating of AA- (in the case of S&P and Fitch only);

                        (d)   (DISKETTE) delivery to the Trustee from the Seller
                              of a computer diskette containing:

                              (i)   a list of the offices (including addresses
                                    and telephone numbers) at which the Title
                                    Documents relating to the Purchased
                                    Receivables are retained;

                              (ii)  the name and address of the Debtor in
                                    respect of each Purchased Receivable;

                              (iii) the account number of each Purchased
                                    Receivable; and

                              (iv)  such other information in respect of the
                                    Purchased Receivables as is agreed between
                                    the Seller and the Trustee;

                        (e)   (SEGREGATION) delivery to the Trustee from the
                              Seller of a letter which explains how the security
                              packets containing the Title Documents are marked
                              or segregated so as to enable the Trustee to
                              identify those security packets when at the
                              premises of the Custodian where the security
                              packets are stored;

                        (f)   (POWER OF ATTORNEY) delivery to the Trustee from
                              the Seller of each Power of Attorney;

                        (g)   (LEGAL OPINIONS) receipt by the Trust Manager of:

                              (i)   a legal opinion from Mallesons Stephen
                                    Jaques, in relation to the obligations of
                                    the Trust Manager, the Seller, the Servicer,
                                    the Custodian, the Liquidity Facility
                                    Provider, the Redraw Facility Provider,
                                    Australia and New Zealand Banking Group
                                    Limited as a Currency Swap Provider, the
                                    Basis Swap Provider and the Fixed Rate Swap
                                    Provider under the Transaction Documents to
                                    which they are bound;

                              (ii)  a legal opinion from Mallesons Stephen
                                    Jaques in relation to the tax neutrality of
                                    the Trust;


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                                                                              44
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                              (iii) a legal opinion from Henry Davis York, in
                                    relation to the obligations of the Trustee
                                    and the Security Trustee under the
                                    Transaction Documents to which they are
                                    bound;

                              (iv)  a legal opinion from Sidley Austin Brown &
                                    Wood LLP, in relation to the validity and
                                    enforceability of the obligations of the
                                    Seller, the Trustee and the Trust Manager in
                                    relation to the Transaction Documents which
                                    are expressed to be governed by the laws of
                                    New York and as to certain other matters of
                                    United States law;

                              (v)   a legal opinion from Emmett, Marvin and
                                    Martin LLP as to the due execution by The
                                    Bank of New York of the Transaction
                                    Documents to which it is a party;

                              (vi)  an opinion in respect of each Currency Swap
                                    Provider in relation to the validity and
                                    enforceability of the obligations of each
                                    Currency Swap Provider under each Currency
                                    Swap; and

                              (vii) a legal opinion from Hickson Wisewoulds as
                                    to the due execution by PMI Mortgage
                                    Insurance Ltd of the Transaction Documents
                                    to which it is a party and in relation to
                                    the obligations of PMI Mortgage Insurance
                                    Ltd under the Transaction Documents to which
                                    it is bound.

                        The Trust Manager must provide confirmation to the
                        Trustee upon its receipt of such documents.


11    REPRESENTATIONS AND WARRANTIES
--------------------------------------------------------------------------------
REPRESENTATIONS AND WARRANTIES
                  11.1  Each of the Trustee, the Servicer, the Custodian and the
                        Trust Manager represents and warrants to each other (but
                        with respect to itself only) as follows:

                        (a)   (INCORPORATION) it is validly incorporated and
                              existing under the laws pursuant to which it
                              purports to have been incorporated;

                        (b)   (CORPORATE POWER) it has the corporate power to
                              own its assets and to carry on its business as it
                              is now being conducted and the business proposed
                              to be conducted under this deed;

                        (c)   (POWER) it has full power and authority to enter
                              into and perform its obligations under this deed
                              and each of the Transaction Documents to which it
                              is a party;

                        (d)   (ALL ACTION TAKEN) it has taken all necessary
                              internal corporate action to authorise the
                              execution, delivery and performance of this deed
                              and each of the Transaction Documents to which it
                              is


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                                                                              45
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                              a party in accordance with their respective terms
                              and no additional approval or consent of any
                              person is required;

                        (e)   (VALIDITY OF OBLIGATIONS) this deed and each of
                              the Transaction Documents to which it is a party
                              constitute legal, valid and binding obligations of
                              it and, subject to any necessary stamping and
                              registration and to doctrines of equity and laws
                              and defences generally affecting creditors'
                              rights, are enforceable in accordance with their
                              respective terms;

                        (f)   (NO VIOLATION) the execution, delivery and
                              performance by it of this deed and each of the
                              Transaction Documents to which it is a party does
                              not and will not violate in any respect any
                              material provision of:

                              (i)   any law, regulation, authorisation, ruling,
                                    consent, judgement, order or decree of any
                                    Governmental Agency which is binding upon it
                                    or any of its assets;

                              (ii)  the constitution or other constituent
                                    documents of it; or

                              (iii) any Encumbrance or document which is binding
                                    upon it or any of its assets,

                              and (except, in the case of the Trustee and the
                              Servicer, in respect of the Deed of Charge) does
                              not and will not result in:

                              (iv)  the creation or imposition of any
                                    Encumbrance or restriction of any nature on
                                    any of its assets under the provision of; or

                              (v)   the acceleration of the date of payment of
                                    any obligation existing under,

                              any Encumbrance or document which is binding
                              upon it or its assets;

                        (g)   (AUTHORISATIONS) it has obtained all
                              Authorisations necessary for it to enter into, and
                              perform its obligations under, the Transaction
                              Documents and such Authorisations remain in full
                              force and effect.

TRUSTEE REPRESENTATIONS AND WARRANTIES
                  11.2  Without limiting the representations and warranties
                        provided in clause 11.1, the Trustee represents and
                        warrants to the Trust Manager, the Custodian and the
                        Servicer that:

                        (a)   (CREATION OF TRUST) the Trust has been validly
                              created;

                        (b)   (APPOINTMENT OF TRUSTEE) it has been validly
                              appointed as the trustee of the Trust;

                        (c)   (SOLE TRUSTEE) it is the sole trustee of the
                              Trust;


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                                                                              46
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                        (d)   (TRUST POWER) it has power under the Transaction
                              Documents to enter into, perform and comply with
                              its obligations, and to carry out the transactions
                              contemplated by, this deed;

                        (e)   (NO REMOVAL) as far as it is aware, there are no
                              proceedings to remove it as trustee of the Trust;
                              and

                        (f)   (VESTING DATE) the vesting date has not occurred
                              in respect of the Trust.

SELLER REPRESENTATIONS AND WARRANTIES
                  11.3  The Seller represents and warrants to the Trustee that
                        the following will be true and correct in relation to
                        each Receivable specified in the Sale Notice as at the
                        Cut-Off Date:

                        (a)   the Seller did not enter into the Receivable in
                              contravention with any applicable law in a manner
                              which would result in a Material Adverse Effect;

                        (b)   the Receivable is enforceable in accordance with
                              its terms against the relevant Debtor;

                        (c)   the Receivable satisfies the Eligibility Criteria;

                        (d)   at the time the Seller entered into the
                              Receivable, it did so in good faith;

                        (e)   no Debtor was required to open or maintain a
                              deposit account with the Seller in relation to or
                              as a precondition of entering into the Receivable;

                        (f)   at the time that the Seller entered into the
                              Receivable, the Receivable was originated in the
                              ordinary course of the Seller's business and since
                              then the Seller has, in respect of that
                              Receivable, complied with the Servicing
                              Procedures;

                        (g)   at the time the Seller entered into the
                              Receivable, it had not received any notice of the
                              insolvency or bankruptcy of the Debtor or that the
                              Debtor did not have the legal capacity to enter
                              into the Receivable;

                        (h)   the Seller is the sole legal and beneficial owner
                              of the Receivable and to its knowledge no
                              Encumbrance exists in relation to its right, title
                              and interests in the Receivable;

                        (i)   it holds, in accordance with the Servicing
                              Procedures, all documents necessary to enforce the
                              provisions of, and the security created by, the
                              Receivable and each Related Security (if any);

                        (j)   other than in respect of priorities granted by
                              statute, it has not received notice from any
                              person that claims to have an Encumbrance ranking
                              in priority to or equal with the Receivable or
                              Related Security;


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                                                                              47
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                        (k)   except if the Receivable is subject to a fixed
                              rate of interest at any time and except as may be
                              provided by applicable laws or any Binding
                              Provision, the interest payable on the Receivable
                              is not subject to any limitation and no consent,
                              additional memoranda or other writing is required
                              from the Debtor to give effect to a change in the
                              interest rate payable on the Receivable and any
                              change will be effective on notice being given to
                              the Debtor in accordance with the terms of the
                              Receivable;

                        (l)   it is lawfully entitled to assign the Receivable
                              upon the terms and conditions of the Sale Notice
                              and no consent to the sale and assignment of the
                              Receivable or notice of that sale and assignment
                              is required to be given by or to any person
                              including, without limitation, any Debtor;

                        (m)   at the time the Seller entered into the
                              Receivable, all necessary steps were taken to
                              ensure that the related Mortgage complied with all
                              legal requirements applicable at that time to be:

                              (i)   a first ranking registered mortgage;

                              (ii)  where the Seller already held the first
                                    ranking registered mortgage, a second
                                    ranking registered mortgage,

                              (subject to any statutory charges, any prior
                              charges of a body corporate, service company or
                              equivalent, whether registered or otherwise), in
                              either case secured over Land, subject to stamping
                              and registration in due course;

                        (n)   upon the acceptance of the offer contained in the
                              Sale Notice, beneficial ownership of the
                              Receivable will vest in the Trustee free and clear
                              of all Encumbrances; and

                        (o)   the sale of the Receivable will not be held by a
                              court to constitute a transaction at an
                              undervalue, a fraudulent conveyance or a voidable
                              preference under any insolvency laws.


12    PAYMENTS
--------------------------------------------------------------------------------
MANNER
                  12.1  The Trustee and the Servicer will make all payments
                        under this deed:

                        (a)   in immediately available funds (unless otherwise
                              agreed) to the account specified by the payee, in
                              either case, by 4.00 pm (Melbourne time) on the
                              due date;

                        (b)   without set-off, counterclaim or other deduction;
                              and

                        (c)   in accordance with this deed.


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                                                                              48
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CLEARED FUNDS
                  12.2  Notwithstanding any other provision of this deed, where
                        the proceeds of a payment due to the Trustee on a day
                        are required to be applied by the Trustee towards some
                        other payment due on the same day, the payment to the
                        Trustee must be made in immediately available funds in
                        sufficient time to allow the Trustee to make that other
                        payment and the Trustee will have no obligation to make
                        the other payment until the first payment has been made.


<PAGE>


                                                                              49
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PART 4 - PRINCIPAL AND INCOME DETERMINATIONS AND PAYMENTS

13    COLLECTIONS
--------------------------------------------------------------------------------
ESTABLISHMENT OF COLLECTION ACCOUNT WITH SERVICER
                  13.1  Immediately following the date of constitution of the
                        Trust, the Trustee must establish the Collection Account
                        with the Servicer (provided that such Servicer has the
                        Required Credit Rating) or such other Eligible Bank as
                        the Trust Manager may determine (notice of which is to
                        be provided to the Trustee) from time to time.

REMITTANCE TO COLLECTION ACCOUNT
                  13.2  To the extent that the Servicer is the Seller and the
                        Servicer has the Required Credit Rating, the Servicer is
                        entitled to retain any Collections in respect of a
                        Collection Period until 9.00 am (Melbourne time) on the
                        Payment Date following the end of the relevant
                        Collection Period, on or before which time it must
                        deposit such Collections into the Collection Account or
                        pay such amount in the manner directed by the Trustee
                        (acting on the direction of the Trust Manager).

                  13.3  To the extent that the Servicer is not the Seller, and
                        for so long as the Servicer has short term credit
                        ratings of no lower than A-1 from S&P, P-1 from Moody's
                        and F1 from Fitch, it may retain Collections until
                        9:00am (Melbourne time) on the Business Day which is the
                        earlier of 30 days from receipt and 2 Business Days
                        before the Payment Date following the end of the
                        relevant Collection Period. However, while the sum of
                        all Collections held by the Servicer and the value of
                        any short term Authorised Investments which are with, or
                        issued by, a bank or financial institution which has a
                        short-term credit rating of A-1 from S&P exceeds an
                        amount equal to 20% of the Aggregate Stated Amount of
                        all Notes, the Servicer will only be entitled to retain
                        any additional Collections received for 2 Business Days
                        following receipt.

                  13.4  Subject to clause 13.2 and 13.3, the Servicer agrees to
                        remit all Collections it receives to the Collection
                        Account within 2 Business Days of receipt of such
                        Collections.


14    TERMINATION OF THE SWAPS AND APPLICATION OF THRESHOLD RATE
--------------------------------------------------------------------------------
CALCULATION OF THRESHOLD RATE
                  14.1  The Trust Manager shall, on each Payment Date after the
                        date on which the Basis Swap is terminated and not
                        replaced in the manner contemplated by clause
                        14.2(a)(i), and on any other date required by the
                        Transaction Documents:

                        (a)   calculate the Threshold Rate on that day; and

                        (b)   notify the Trustee, the Servicer and the Seller of
                              that Threshold Rate.

TERMINATION OF BASIS SWAP OR FIXED RATE SWAP
                  14.2  If, at any time, the Basis Swap or the Fixed Rate Swap
                        terminates due to the default or failure to perform by
                        the Basis Swap Provider or the


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                                                                              50
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                        Fixed Rate Swap Provider (as the case may be), the Trust
                        Manager and the Trustee must endeavour to:

                        (a)   in the case of the Basis Swap:

                              (i)   (in the case of the Trustee, to the extent
                                    that the Trust Manager has made appropriate
                                    arrangements to ensure that it is possible
                                    for the Trustee to) enter into a replacement
                                    swap on substantially similar terms and with
                                    a counterparty acceptable to each Designated
                                    Rating Agency;

                              (ii)  (in the case of the Trustee, to the extent
                                    that the Trust Manager has made appropriate
                                    arrangements to ensure that it is possible
                                    for the Trustee to) ensure the Seller sets
                                    the weighted average (rounded up to 4
                                    decimal places) of the variable interest
                                    rates payable under each applicable
                                    Purchased Receivable which then forms part
                                    of the Assets of the Trust to at least equal
                                    to the Threshold Rate; or

                              (iii) (in the case of the Trustee, to the extent
                                    that the Trust Manager has made appropriate
                                    arrangements to ensure that it is possible
                                    for the Trustee to) within 3 Business Days,
                                    enter into such other arrangements which
                                    each Designated Rating Agency has confirmed
                                    will not result in an Adverse Rating Effect;
                                    and

                        (b)   in the case of the Fixed Rate Swap, within 3
                              Business Days:

                              (i)   (in the case of the Trustee, to the extent
                                    that the Trust Manager has made appropriate
                                    arrangements to ensure that it is possible
                                    for the Trustee to) immediately enter into a
                                    replacement swap on substantially similar
                                    terms and with a counterparty acceptable to
                                    each Designated Rating Agency; or

                              (ii)  (in the case of the Trustee, to the extent
                                    that the Trust Manager has made appropriate
                                    arrangements to ensure that it is possible
                                    for the Trustee to) enter into such other
                                    arrangements which each Designated Rating
                                    Agency has confirmed will not result in an
                                    Adverse Rating Effect.

SELLER'S DISCRETION
                  14.3  If clause 14.2(a)(ii) applies, the Seller may, at its
                        discretion, set the interest rate on the Purchased
                        Receivables (where permitted under the relevant Loan
                        Agreement) at an interest rate higher than the Threshold
                        Rate.

TRUSTEE'S POWER
                  14.4  If the Trustee has notice that the Seller has failed to
                        fulfil its obligations under clause 14.2(a)(ii), the
                        Trustee has the power to set the interest rate on the
                        Purchased Receivables in accordance with clause
                        14.2(a)(ii).


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TERMINATION OF LINKED DEPOSIT ACCOUNTS
                  14.5  The Seller will, following notice by the Trustee to the
                        relevant Debtors after the occurrence of a Title
                        Perfection Event, subject to any contractual notice
                        requirements by which the Seller is bound, promptly
                        withdraw all interest off-set benefits (if any) that
                        would otherwise be available to Debtors under the terms
                        of their Linked Deposit Accounts.

SERVICER TO ADJUST
                  14.6  If at any time a Basis Swap terminates whilst there are
                        any Notes which have not been redeemed (or deemed to be
                        redeemed) in full, the Servicer must, in respect of each
                        Collection Period commencing thereafter:

                        (a)   (REDUCE INTEREST OFF-SET BENEFITS APPLICABLE TO
                              LINKED DEPOSIT ACCOUNTS) reduce, except as may be
                              provided by applicable laws (including, but not
                              limited to the Consumer Credit Code), the interest
                              off-set benefits available in respect of Linked
                              Deposit Accounts, so that the effective interest
                              rate applicable on Purchased Receivables which are
                              subject to Linked Deposit Accounts produces an
                              income which is at least equal to the lesser of:

                              (i)   the amount of income that would be produced
                                    if the interest off-set benefit was zero;
                                    and

                              (ii)  the amount of income which ensures that
                                    there is enough Available Income to make all
                                    necessary payments due by the Trustee; and

                        (b)   if the amount of income produced pursuant to
                              clause 14.6(a), when aggregated with all other
                              Available Income, is not sufficient to enable it
                              to meet its obligations under the Transaction
                              Documents, ensure that the weighted average
                              interest rate applied to the Purchased Receivables
                              is not lower than the Threshold Rate determined by
                              the Trust Manager.

GROSS UP FOR LINKED DEPOSIT ACCOUNTS
                  14.7  The Seller must pay the Servicer (as part of the
                        Collections to be deposited by the Servicer into the
                        Collection Account) any amount which would otherwise be
                        received by the Servicer as a Collection to the extent
                        that the obligation to pay such amounts is discharged or
                        reduced by virtue of the terms of a Linked Deposit
                        Account. Such payment must be made on the day that the
                        relevant amount would otherwise have been received.


15    CASHFLOW ALLOCATION METHODOLOGY
--------------------------------------------------------------------------------
GENERAL
                  15.1  Prior to the occurrence of an Event of Default, the
                        Collections, Other Income and any amount required to be
                        drawn under the Support Facilities will be allocated by
                        the Trust Manager and paid in accordance with clauses
                        15.2 to 15.17 below.


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                                                                              52
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COLLECTION PERIOD
                  15.2  The Servicer will collect all Collections on behalf of
                        the Trustee during each Collection Period. On each
                        Determination Date, the Trust Manager will allocate the
                        Collections between Finance Charge Collections and
                        Principal Collections.

FINANCE CHARGE COLLECTIONS
                  15.3  On each Determination Date, the Finance Charge
                        Collections for the immediately preceding Collection
                        Period will be calculated by the Trust Manager as the
                        aggregate of the following items:

                        (a)   any amounts received from a Debtor in relation to
                              Taxes and Governmental Agency charges in respect
                              of a Purchased Receivable during that Collection
                              Period;

                        (b)   any interest and other amounts in the nature of
                              interest or income, fees and charges received
                              during that Collection Period under or in respect
                              of any Purchased Receivable, or any similar amount
                              deemed by the Servicer to be in the nature of
                              income, interest, fee or charge, including without
                              limitation amounts of that nature:

                              (i)   recovered during that Collection Period from
                                    the enforcement of a Purchased Receivable
                                    (but excluding any amount received under any
                                    Mortgage Insurance Policy);

                              (ii)  received by the Trustee during that
                                    Collection Period under clause 2.3;

                              (iii) received during that Collection Period from
                                    a Debtor following notice given to that
                                    Debtor in accordance with clause 14.5;

                              (iv)  received during that Collection Period from
                                    the Seller or the Servicer by the Trustee
                                    upon repurchase of a Purchased Receivable
                                    for any reason (including without
                                    limitation, any such amount which represents
                                    amounts in respect of accrued but unpaid
                                    interest and fees on the Purchased
                                    Receivables);

                              (v)   received during that Collection Period from
                                    another trust or any other person as an
                                    Accrued Interest Adjustment upon the
                                    transfer of a Purchased Receivable from the
                                    Trust to that other trust or that person;

                              (vi)  received during that Collection Period from
                                    the Seller or the Servicer in respect of:

                                    (A)  damages payable as a result of a breach
                                         of a representation or warranty
                                         contained in the Transaction Documents
                                         in respect of a Purchased Receivable
                                         and which the Trust Manager determines
                                         should be accounted for


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                                                                              53
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                                         as Finance Charge Collections in
                                         accordance with the provisions of this
                                         deed; or

                                    (B)  any obligation to indemnify or
                                         reimburse the Trustee in respect of a
                                         Purchased Receivable or under or in
                                         connection with a Transaction Document,

                                    such amounts to include damages received
                                    from the Seller or the Servicer which are
                                    determined to be Finance Charge Collections
                                    in accordance with clause 20.2;

                              (vii) received during that Collection Period from
                                    the Seller under clause 14.7 of this deed,

                              less reversals made during that Collection Period
                              in respect of interest, income, fees or charges in
                              respect of any Purchased Receivable where the
                              original debit entry (or any part of the original
                              debit entry) was made in error;

                        (c)   any amounts allocated as Finance Charge
                              Collections by the Trust Manager out of funds
                              received during that Collection Period under
                              clause 25.1(b);

                        (d)   any fees paid during that Collection Period by a
                              Debtor in relation to the final discharge of a
                              Purchased Receivable;

                        (e)   any Recoveries received during that Collection
                              Period in respect of a Purchased Receivable which
                              were previously the subject of a loss as described
                              in the definition of "Charge-Off";

                        (f)   any amount received during that Collection Period
                              from or on behalf of a Debtor in reimbursement of
                              Enforcement Expenses; and

                        (g)   any amount of input tax credits (as defined in the
                              GST Law) received by the Trustee during that
                              Collection Period in respect of the Trust.

CALCULATION OF AVAILABLE INCOME
                  15.4  On each Determination Date, the Available Income is
                        calculated by the Trust Manager (without double
                        counting) as follows:

                        (a)   the Finance Charge Collections received during the
                              immediately preceding Collection Period; plus

                        (b)   any Other Income in respect of the immediately
                              preceding Collection Period; plus

                        (c)   the Mortgage Insurance Income Proceeds received by
                              the Trustee during that Collection Period in
                              respect of a Purchased Receivable; plus


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                                                                              54
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                        (d)   any net payments due to be received by the Trustee
                              under the Fixed Rate Swap or the Basis Swap on the
                              next Payment Date (excluding any Early Repayment
                              Costs); plus

                        (e)   all other amounts received by or on behalf of the
                              Trustee in respect of the Assets of the Trust in
                              the nature of income during the immediately
                              preceding Collection Period.

PRINCIPAL DRAW
                  15.5  If, on any Determination Date, there is a Payment
                        Shortfall then the Trust Manager must direct the Trustee
                        to make a Principal Draw on the Payment Date immediately
                        following that Determination Date equal to the lesser
                        of:

                        (a)   the Payment Shortfall; and

                        (b)   the amount of Principal Collections available for
                              application for that purpose on the following
                              Payment Date in accordance with clause 15.13(c),

                        and apply it towards the Payment Shortfall.

LIQUIDITY DRAWING
                  15.6  If, on any Determination Date, there is a Liquidity
                        Shortfall, the Trust Manager must direct the Trustee in
                        writing to request from the Liquidity Facility Provider,
                        in accordance with the Liquidity Facility Agreement, a
                        Liquidity Drawing under the Liquidity Facility Agreement
                        on the Payment Date immediately following that
                        Determination Date equal to the lesser of:

                        (a)   the Liquidity Shortfall on that Determination
                              Date; and

                        (b)   the Available Liquidity Amount on that
                              Determination Date.

                        The Trustee must, if so directed by the Trust Manager
                        and subject to the terms of the Liquidity Facility
                        Agreement, make that Liquidity Drawing and have the
                        proceeds deposited or transferred into the Collection
                        Account on the relevant Payment Date.

CALCULATION AND APPLICATION OF TOTAL AVAILABLE INCOME
                  15.7  On each Determination Date, the Total Available Income
                        is calculated as the aggregate of:

                        (a)   any Available Income calculated in accordance with
                              clause 15.4 on that Determination Date;

                        (b)   any Principal Draw calculated in accordance with
                              clause 15.5 on that Determination Date; and

                        (c)   any Liquidity Drawing calculated in accordance
                              with clause 15.6 on that Determination Date.

                        The Total Available Income in respect of a Determination
                        Date must be applied on the immediately following
                        Payment Date to meet Required Payments in accordance
                        with clause 15.8.


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REQUIRED PAYMENTS (INTEREST WATERFALL)
                  15.8  The Trust Manager must direct the Trustee to pay (or
                        direct the payment of) the following items in the
                        following order of priority out of the Total Available
                        Income (as calculated on the relevant Determination
                        Date) on each Payment Date:

                        (a)   first, at the Trust Manager's discretion, up to $1
                              to each Residual Income Unitholder;

                        (b)   second, solely with respect to the first Payment
                              Date, any Accrued Interest Adjustment to the
                              Seller upon the transfer of any Receivable to the
                              Trust during the Collection Period immediately
                              preceding that Payment Date;

                        (c)   third, pari passu and rateably:

                              (i)     any Taxes payable in relation to the Trust
                                      for the Collection Period immediately
                                      preceding that Payment Date;

                              (ii)    the Trustee's fee payable on that Payment
                                      Date;

                              (iii)   the Servicer's fee payable on that Payment
                                      Date;

                              (iv)    the Trust Manager's fee payable on that
                                      Payment Date;

                              (v)     the Custodian's fee payable on that
                                      Payment Date;

                              (vi)    the Note Trustee's fee payable on that
                                      Payment Date;

                              (vii)   any Enforcement Expenses incurred during
                                      the Collection Period immediately
                                      preceding that Payment Date; and

                              (viii)  any other Expenses of the Trust incurred
                                      during the Collection Period immediately
                                      preceding that Payment Date;

                        (d)   fourth, pari passu and rateably:

                              (i)   any fees payable by the Trustee on that
                                    Payment Date under the Redraw Facility
                                    Agreement and the Liquidity Facility
                                    Agreement;

                              (ii)  any interest payable by the Trustee under
                                    the Liquidity Facility Agreement for the
                                    Interest Period ending on (but excluding)
                                    that Payment Date and any unpaid interest in
                                    respect of preceding Interest Periods; and

                              (iii) any net amount payable by the Trustee on
                                    that Payment Date to the Basis Swap Provider
                                    under the Basis Swap and to the Fixed Rate
                                    Swap Provider under the Fixed Rate Swap
                                    (excluding any Early Repayment Costs during
                                    the immediately preceding Collection
                                    Period); and


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                                                                              56
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                        (e)   fifth, to the Liquidity Facility Provider in
                              repayment or reimbursement of any Liquidity
                              Drawing made before that Payment Date;

                        (f)   sixth, pari passu and rateably:

                              (i)   to each Currency Swap Provider, such amount
                                    of the A$ Class A Interest Amount for the
                                    Interest Period ending on (but excluding)
                                    that Payment Date as is payable to the
                                    Currency Swap Provider on that Payment Date
                                    in accordance with the relevant Currency
                                    Swap and any unpaid A$ Class A Interest
                                    Amounts in respect of preceding Interest
                                    Periods; and

                              (ii)  any interest payable by the Trustee under
                                    the Redraw Facility Agreement for the
                                    Interest Period ending on (but excluding)
                                    that Payment Date and any unpaid interest
                                    amounts for the Redraw Facility in respect
                                    of preceding Interest Periods; and

                        (g)   seventh, the Class B Note Interest Amount for the
                              Class B Notes for the Interest Period ending on
                              (but excluding) that Payment Date and any unpaid
                              Class B Note Interest Amounts for the Class B
                              Notes in respect of preceding Interest Periods.

                        The Trustee will only make a payment under any of
                        paragraphs (a) to (g) inclusive to the extent that any
                        Total Available Income remains from which to make the
                        payment after amounts with priority to that amount have
                        been paid and distributed.

                  15.9  On each Payment Date that any amount is payable to a
                        Currency Swap Provider under clause 15.8(f)(i), the
                        Trustee must comply with Condition 6.9 of the Class A
                        Note Conditions.

EXCESS AVAILABLE INCOME
                  15.10 To the extent that, on any Payment Date, the Total
                        Available Income exceeds the amounts payable under
                        clause 15.8 (as calculated on the relevant Determination
                        Date) ("EXCESS AVAILABLE INCOME"), the Trust Manager
                        must apply any such excess and direct the Trustee to pay
                        (or direct the payment of) such amount on that Payment
                        Date in the following order of priority:

                        (a)   firstly, pari passu and rateably:

                              (i)   as an allocation to the A$ Class A
                                    Principal, an amount equal to any Principal
                                    Charge-Offs allocated to the Class A Notes
                                    on that Determination Date in respect of
                                    Principal Charge-Offs for the immediately
                                    preceding Collection Period; and

                              (ii)  as an allocation to the Redraw Principal, an
                                    amount equal to any Principal Charge-Offs
                                    allocated to the Redraw Principal
                                    Outstanding on that Determination Date in
                                    respect of Principal Charge-Offs for the
                                    immediately preceding Collection Period;


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                                                                              57
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                        (b)   second, pari passu and rateably:

                              (i)   as an allocation to the A$ Class A
                                    Principal, an amount equal to the Carryover
                                    Principal Charge-Offs in respect of the
                                    Class A Notes; and

                              (ii)  as an allocation to the Redraw Principal, an
                                    amount equal to the Carryover Principal
                                    Charge-Offs in respect of the Redraw
                                    Principal Outstanding;

                        (c)   third, as an allocation to the Class B Principal,
                              an amount equal to any Principal Charge-Offs
                              allocated to the Class B Notes on that
                              Determination Date in respect of Principal
                              Charge-Offs for the immediately preceding
                              Collection Period;

                        (d)   fourth, as an allocation to the Class B Principal,
                              an amount equal to any Carryover Principal
                              Charge-Offs in respect of the Class B Notes;

                        (e)   fifth, all Principal Draws which have not been
                              repaid as at that Payment Date; and

                        (f)   sixth, as to any surplus, pari passu and rateably
                              to each Residual Income Unitholder by way of
                              distribution of the income of the Trust.

                        The Trustee will only make a payment under any of
                        paragraphs (a) to (f) above inclusive to the extent that
                        any Excess Available Income remains from which to make
                        the payment after amounts with priority to that amount
                        have been paid and distributed.

PRINCIPAL COLLECTIONS
                  15.11 On each Determination Date, the Principal Collections
                        for a Collection Period are an amount equal to:

                        (a)   the aggregate of:

                              (i)   the Collections for the immediately
                                    preceding Collection Period;

                              (ii)  any amount to be drawn under the Redraw
                                    Facility Agreement on the Payment Date
                                    immediately following that Determination
                                    Date in accordance with clause 15.12;

                              (iii) any Principal Draws which are to be repaid
                                    under clause 15.10(e); and

                              (iv)  in respect of the first Determination Date
                                    only, any amount received by the Trustee
                                    upon the initial issue of Notes in excess of
                                    the Purchase Price of Purchased Receivables;
                                    less

                        (b)   the aggregate of:


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                                                                              58
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                              (i)   the Finance Charge Collections received by
                                    the Trustee during that Collection Period;
                                    and

                              (ii)  the Mortgage Insurance Interest Proceeds
                                    received by the Trustee during that
                                    Collection Period in respect of a Purchased
                                    Receivable.

REDRAW SHORTFALL
                  15.12 If the Trust Manager determines on any Determination
                        Date that there is a Redraw Shortfall, the Trust Manager
                        must direct the Trustee in writing to request from the
                        Redraw Facility Provider, in accordance with the Redraw
                        Facility Agreement, a Redraw Drawing under the Redraw
                        Facility Agreement on the immediately following Payment
                        Date in an amount equal to the lesser of:

                        (a)   the Redraw Shortfall on that Determination Date;
                              and

                        (b)   the Available Redraw Amount on that Determination
                              Date.

                        The Trustee must, if so directed by the Trust Manager
                        and subject to the terms of the Redraw Facility
                        Agreement, make that Redraw Drawing and have the
                        proceeds deposited or transferred into the Collection
                        Account on the relevant Payment Date.

PRINCIPAL DISTRIBUTIONS
                  15.13 On each Payment Date and based on the calculations,
                        instructions and directions provided to it by the Trust
                        Manager, the Trustee must distribute out of Principal
                        Collections (as calculated on the Determination Date
                        immediately preceding that Payment Date), the following
                        amounts in the following order of priority:

                        (a)   first, to repay or reimburse any Redraws provided
                              by the Seller (up to and including the last day of
                              the immediately preceding Collection Period) in
                              relation to the Purchased Receivables to the
                              extent that they have not previously been repaid
                              or reimbursed;

                        (b)   second, an amount equal to the Redraw Principal
                              Outstanding (as calculated on the Determination
                              Date immediately preceding that Payment Date but
                              excluding any Redraw Drawings to be made on that
                              Payment Date) will be allocated to the Redraw
                              Principal to be applied in accordance with clause
                              15.14(b) on that Payment Date;

                        (c)   third, as a Principal Draw (if required) under
                              clause 15.5 on that Payment Date;

                        (d)   fourth, an amount equal to the aggregate of:

                              (i)   Class A Note Percentage of the Principal
                                    Collections; and

                              (ii)  the Stepdown Percentage (calculated on the
                                    immediately preceding Determination Date) of
                                    the Class B Percentage of the Principal
                                    Collections,


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                                                                              59
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                              will be allocated to the A$ Class A Principal to
                              be applied in accordance with clause 15.14(a) on
                              that Payment Date;

                        (e)   fifth, an amount equal to the Class B Note
                              Percentage of the Principal Collections (after any
                              application of the Stepdown Percentage under
                              paragraph (d) above) will be allocated to the
                              Class B Principal to be applied in accordance with
                              clause 15.14(c) on that Payment Date; and

                        (f)   sixth, as to any surplus (if any), to the Residual
                              Capital Unitholder.

                        The Trustee will only make a payment under any of
                        paragraphs (a) to (f) inclusive to the extent that any
                        Principal Collections remain from which to make the
                        payment after amounts with priority to that amount have
                        been paid and distributed.

PAYMENTS OF PRINCIPAL ON THE NOTES AND TO THE REDRAW FACILITY PROVIDER
                  15.14 On each Payment Date prior to the occurrence of an Event
                        of Default, the Trustee must, in accordance with the
                        directions given by the Trust Manager and subject to the
                        payment priority provided for in clause 15.13, pay:

                        (a)   (A$ CLASS A PRINCIPAL) the A$ Class A Principal
                              payable for that Payment Date to each Currency
                              Swap Provider in accordance with Condition 7.2(a)
                              of the Class A Note Conditions and the terms of
                              the relevant Currency Swap and comply with
                              Condition 7.2 of the Class A Note Conditions;

                        (b)   (REDRAW PRINCIPAL) the Redraw Principal payable
                              for that Payment Date to the Redraw Facility
                              Provider towards the Redraw Principal Outstanding
                              (as calculated on the Determination Date
                              immediately preceding that Payment Date but
                              excluding any Redraw Principal to be paid to the
                              Redraw Facility Provider under this clause
                              15.14(b) on that Payment Date); and

                        (c)   (CLASS B PRINCIPAL) the Class B Principal payable
                              for that Payment Date, pari passu and rateably
                              amongst the Class B Notes until the Aggregate
                              Stated Amount of the Class B Notes (as calculated
                              on the Determination Date immediately preceding
                              that Payment Date but without double counting
                              amounts to be paid under this clause 15.14(c) on
                              that Payment Date) is reduced to zero.

PRINCIPAL CHARGE-OFFS
                 15.14A If, on any Determination Date, the Trust Manager
                        determines that there are Principal Charge-Offs in
                        respect of the immediately preceding Collection Period,
                        the Trust Manager must, on that Determination Date,
                        allocate such Principal Charge-Offs in the following
                        order:

                        (a)   first, to reduce the Stated Amount of the Class B
                              Notes until the Stated Amount (without double
                              counting) of the Class B Notes is reduced to zero
                              (as at that Determination Date); and


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                        (b)   second, pari passu and rateably to reduce:

                              (i)   rateably the Stated Amounts of the Class A
                                    Notes by the Class A Note Percentage until
                                    the Stated Amount (without double counting)
                                    of the Class A Notes is reduced to zero (as
                                    at that Determination Date); and

                              (ii)  the Redraw Principal Outstanding by the
                                    Redraw Percentage until the Redraw Principal
                                    Outstanding (without double counting) is
                                    reduced to zero (as at that Determination
                                    Date).

CARRYOVER PRINCIPAL CHARGE-OFFS
                  15.15 If, on any Determination Date, the Principal Charge-Offs
                        for the immediately preceding Collection Period exceed
                        the amount of the Excess Available Income available for
                        allocation to Principal Charge-Offs under clause
                        15.10(a) on that Determination Date, the Trust Manager
                        must, on and with effect from the next Payment Date:

                        (a)   first, (without double counting any Principal
                              Charge-Offs) reduce the Aggregate Stated Amount of
                              the Class B Notes by the amount of that excess
                              until the Aggregate Stated Amount of the Class B
                              Notes (as at that Determination Date) is reduced
                              to zero; and

                        (b)   second, (without double counting any Principal
                              Charge-Offs) pari passu and rateably (based on the
                              Aggregate Stated Amounts of the relevant Notes and
                              the Redraw Principal Outstanding as at that
                              Determination Date) reduce:

                              (i)   the Aggregate Stated Amount of the Class A
                                    Notes by the amount of that excess until the
                                    Aggregate Stated Amount of the Class A Notes
                                    (as at that Determination Date) is reduced
                                    to zero; and

                              (ii)  the Redraw Principal Outstanding by the
                                    amount of that excess until the Redraw
                                    Principal Outstanding (as at that
                                    Determination Date) is reduced to zero,

                        (each a "CARRYOVER PRINCIPAL CHARGE-OFF").

INCREASES
                  15.16 To the extent that on any Determination Date amounts are
                        available for allocation under clauses 15.10(b) and (d),
                        then an amount equal to these amounts shall be applied
                        on the next Payment Date to increase respectively:

                        (a)   first, pari passu and rateably (based on the
                              Aggregate Stated Amounts of the relevant Notes and
                              the Redraw Principal Outstanding as at the
                              immediately preceding Determination Date), the
                              Aggregate Stated Amount of the Class A Notes,
                              until it reaches the Total Invested Amount of the
                              Class A Notes (as at that Determination Date) and
                              the Redraw Principal until it reaches the Redraw
                              Principal Outstanding (as at that Determination
                              Date); and


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                        (b)   second, the Aggregate Stated Amount of the Class B
                              Notes until it reaches the Total Invested Amount
                              of the Class B Notes (as at that Determination
                              Date).

EARLY REPAYMENT COSTS AND EARLY REPAYMENT BENEFITS
                  15.17 On each Determination Date, the Trustee (or the Trust
                        Manager on its behalf) will calculate the aggregate of
                        the Early Repayment Costs in respect of the Purchased
                        Receivables (if any) and the aggregate of the Early
                        Repayment Benefits (if any) each during the immediately
                        preceding Collection Period and notify each of the
                        Servicer and the Fixed Rate Swap Provider of such
                        amounts. On behalf of the Trustee, the Trust Manager
                        agrees to:

                        (a)   direct the Servicer to pay the aggregate amount of
                              Early Repayment Costs (if any), on the immediately
                              following Payment Date, to the Fixed Rate Swap
                              Provider under the terms of the Fixed Rate Swap;
                              and

                        (b)   direct the Fixed Rate Swap Provider to pay the
                              aggregate amount of Early Repayment Benefits (if
                              any), on the immediately following Payment Date,
                              to the Servicer who, with such funds, agrees to
                              meet the obligation to pay such Early Repayment
                              Benefits to the relevant Debtors.

APPLICATION OF PROCEEDS FOLLOWING AN EVENT OF DEFAULT
                  15.18 Following the occurrence of an Event of Default, the
                        Security Trustee must apply all moneys received by it in
                        respect of the Secured Property in the following order:

                        (a)   first, to pay rateably amounts owing or payable
                              under the Global Master Security Trust Deed to
                              indemnify the Security Trustee against all loss
                              and liability incurred by the Security Trustee or
                              any Receiver in acting under the Global Master
                              Security Trust Deed, except the Receiver's
                              remuneration;

                        (b)   second, to pay rateably any fees and any
                              liabilities, losses, costs, claims, expenses,
                              actions, damages, demands, charges, stamp duties
                              and other taxes due to the Trust Manager, the
                              Trustee, the Servicer, the Custodian, the Security
                              Trustee, the Note Trustee or any Agent and the
                              Receiver's remuneration;

                        (c)   third, to pay rateably other outgoings and
                              liabilities that the Receiver, the Trustee, the
                              Trust Manager, the Security Trustee or the Note
                              Trustee have incurred in acting under the Master
                              Trust Deed, this deed, the Global Master Security
                              Trust Deed, and, in the case of the Note Trustee,
                              under the Note Trust Deed;

                        (d)   fourth, to pay rateably any security interests
                              over the Assets of the Trust of which the Security
                              Trustee is aware having priority to the Deed of
                              Charge in the order of their priority;

                        (e)   fifth, to pay rateably:

                              (i)   the Seller any unpaid Accrued Interest
                                    Adjustment;


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                              (ii)  the Fixed Rate Swap Provider and the Basis
                                    Swap Provider amounts in respect of
                                    collateral or prepayments owing under the
                                    Fixed Rate Swap or Basis Swap; and

                              (iii) the Seller the then Seller Deposit (which
                                    has not previously been utilised in
                                    accordance with clause 25.10(b)) together
                                    with all accrued, but unpaid, interest on
                                    that amount determined in accordance with
                                    clause 25.7;

                        (f)   sixth, to pay rateably:

                              (i)   the Class A Note Holders all other Secured
                                    Moneys owing in relation to the Class A
                                    Notes. For this purpose, the Secured Moneys
                                    owing in respect of the Class A Notes will
                                    be calculated on a principal component of
                                    their Stated Amount and will be converted
                                    from US$ to Australian dollars at the A$
                                    Exchange Rate. This will be applied:

                                    (A)  first, rateably towards all unpaid
                                         interest on the Class A Notes; and

                                    (B)  second, rateably to reduce the
                                         Aggregate Stated Amount of the Class A
                                         Notes;

                              (ii)  any other Secured Money owing to the
                                    Liquidity Facility Provider;

                              (iii) any Secured Moneys owing to the Redraw
                                    Facility Provider, provided that for this
                                    purpose the Secured Moneys owing in respect
                                    of the Redraw Facility Provider will be the
                                    Redraw Principal Outstanding;

                              (iv)  rateably all other Secured Moneys owing to
                                    each Currency Swap Provider; and

                              (v)   rateably all other Secured Moneys owing to
                                    each Swap Provider (other than each Currency
                                    Swap Provider);

                        (g)   seventh, to pay rateably to the Class A Note
                              Holders and the Redraw Facility Provider, all
                              unreimbursed Principal Charge-Offs and Carryover
                              Principal Charge-Offs constituting remaining
                              Secured Moneys owing in respect of the Class A
                              Notes and the Redraw Facility. For this purpose,
                              the Secured Moneys in respect of the Class A Notes
                              will be converted from US$ to Australian dollars
                              at the A$ Exchange Rate;

                        (h)   eighth, if there are still Secured Moneys owing in
                              respect of the Class A Notes, after the
                              application of the preceding paragraphs, to pay
                              the remaining Secured Moneys owing in relation to
                              the Class A Notes;

                        (i)   ninth, rateably to the Class B Note Holders, of
                              all Secured Moneys owing in relation to the Class
                              B Notes, to be applied:


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                                                                              63
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                              (A)   first, rateably towards all unpaid interest
                                    on the Class B Notes;

                              (B)   second, rateably to reduce the Aggregate
                                    Stated Amount of the Class B Notes;

                        (j)   tenth, to pay rateably to each Secured Creditor
                              any monetary liabilities owing to that Secured
                              Creditor under any Transaction Document and not
                              satisfied under the preceding paragraphs;

                        (k)   eleventh, to pay subsequent security interests
                              over the Assets of the Trust of which the Security
                              Trustee is aware, in the order of their priority;
                              and

                        (l)   twelfth, to pay any surplus to the Trustee to be
                              distributed in accordance with the terms of the
                              Master Trust Deed and this deed. The surplus will
                              not carry interest as against the Security
                              Trustee.

EXCLUDED AMOUNT
                  15.19 The proceeds of any collateral provided by a Support
                        Facility Provider will not be treated as Secured
                        Property available for distribution in accordance with
                        clause 15.18. Any such collateral shall (subject to the
                        operation of any netting provisions in the relevant
                        Support Facility) be returned to the relevant Support
                        Facility Provider except to the extent that the relevant
                        Support Facility requires it to be applied to satisfy
                        any obligation owed to the Trustee by the relevant
                        Support Facility Provider.


16    DETERMINATIONS BY TRUST MANAGER
--------------------------------------------------------------------------------
DETERMINATIONS BY TRUST MANAGER
                  16.1  On each Determination Date, the Trust Manager will (and
                        where applicable, in respect of the Collection Period
                        ending immediately prior to that Determination Date)
                        determine or otherwise ascertain:

                        (a)   the Finance Charge Collections;

                        (b)   the Other Income;

                        (c)   the Mortgage Insurance Interest Proceeds;

                        (d)   the Available Income;

                        (e)   the Total Available Income;

                        (f)   the Principal Draw, if any;

                        (g)   the Liquidity Draw, if any;

                        (h)   the Expenses of the Trust;

                        (i)   the Required Payments (and each amount comprising
                              the Required Payments);


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                        (j)   the Excess Available Income;

                        (k)   the Principal Collections;

                        (l)   the Redraw Shortfall (if any);

                        (m)   the Principal Charge-Offs (if any);

                        (n)   the Carryover Principal Charge-Offs (if any);

                        (o)   the Extraordinary Expenses, if any;

                        (p)   the Enforcement Expenses, if any; and

                        (q)   any other relevant determinations.

                  16.2  The Trust Manager must:

                        (a)   notify the Trustee of each of the amounts
                              calculated by it in clause 16.1; and

                        (b)   instruct the Trustee as to the payments to be made
                              by the Trustee on the relevant Payment Date in
                              accordance with clause 15.

                  16.3  On or before midday on the day which is two Business
                        Days prior to each Payment Date, the Trust Manager must:

                        (a)   determine any net amounts required to be drawn
                              under Support Facilities on that Payment Date;

                        (b)   notify the Trustee of such determinations; and

                        (c)   direct the Trustee to make such drawings.


17    TRUST MANAGER, TRUSTEE, CUSTODIAN AND SERVICER FEES
--------------------------------------------------------------------------------
TRUST MANAGER'S FEE
                  17.1  For the purposes of clause 33.1 of the Master Trust
                        Deed, and in consideration of the Trust Manager
                        performing its function and duties in respect of the
                        Trust, it will be paid a fee by the Trustee from the
                        Trust quarterly in arrears on each Payment Date equal to
                        the product of:

                        (a)   the aggregate Outstanding Balance of all Housing
                              Loans comprising part of the Purchased Receivables
                              on the first day of the Quarter ending immediately
                              before that Payment Date;

                        (b)   0.015% per annum or such other rate as is agreed
                              by the Trust Manager and the Trustee from time to
                              time, notice of which must be sent by the Trust
                              Manager to each Designated Rating Agency; and


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                        (c)   the number of days between the immediately
                              preceding Payment Date and the current Payment
                              Date divided by 365 days,

                        provided that the fee payable to the Trust Manager in
                        respect of the first period shall be calculated with
                        respect to the number of days between the Closing Date
                        and the first Payment Date.

                        The fee shall accrue from day to day.

TRUSTEE'S FEE
                  17.2  For the purposes of clause 33.2 of the Master Trust
                        Deed, and in consideration of the Trustee performing its
                        functions and duties in respect of the Trust it will
                        receive a fee, in an amount and calculated in such
                        manner as may be agreed between the Trustee and the
                        Trust Manager from time to time provided there is no
                        Adverse Rating Effect.

CUSTODIAN'S FEE
                  17.3  In consideration of the Custodian performing its
                        functions and duties in respect of the Trust it will
                        receive a fee by the Trustee from the Trust quarterly in
                        arrears on each Payment Date equal to the product of:

                        (a)   the aggregate Outstanding Balance of all Housing
                              Loans comprising part of the Purchased Receivables
                              on the first day of the Quarter ending immediately
                              before that Payment Date;

                        (b)   0.015% per annum or such other rate as is agreed
                              by the Custodian and the Trustee from time to
                              time, notice of which must be sent by the Trust
                              Manager to each Designated Rating Agency; and

                        (c)   the number of days between the immediately
                              preceding Payment Date and the current Payment
                              Date divided by 365 days,

                        provided that the fee payable to the Custodian in
                        respect of the first period shall be calculated with
                        respect to the number of days between the Closing Date
                        and the first Payment Date.

                        The fee shall accrue from day to day.

SERVICER'S FEE
                  17.4  For the purposes of clause 5.1 of the Master Servicer
                        Deed, and in consideration of the Servicer performing
                        its functions and duties in respect of the Trust, it
                        will be paid a fee by the Trustee from the Trust payable
                        quarterly in arrears on each Payment Date equal to the
                        product of:

                        (a)   the aggregate Outstanding Balance of all Housing
                              Loans comprising part of the Purchased Receivables
                              on the first day of the Quarter ending immediately
                              before that Payment Date;

                        (b)   0.35% per annum or such other rate as is agreed by
                              the Trust Manager, the Trustee and the Servicer
                              from time to time,


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                                                                              66
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                              notice of which must be sent by the Trust Manager
                              to each Designated Rating Agency; and

                        (c)   the number of days between the immediately
                              preceding Payment Date and the current Payment
                              Date divided by 365 days,

                        provided that the fee payable to the Servicer in respect
                        of the first period shall be calculated with respect to
                        the number of days from (and including) the Closing Date
                        and the first Payment Date and based on the aggregate
                        Outstanding Balance of all Housing Loans comprising part
                        of the Purchased Receivables as at the Closing Date.

                        That fee shall accrue from day to day.

FEE AND GST
                  17.5  (a)   The fees payable to the Trustee, the Trust
                              Manager, the Custodian and the Servicer are
                              inclusive of GST.

                        (b)   Each supplier will provide the corresponding
                              recipient with any reasonable documentation
                              required for GST purposes so as to enable the
                              relevant recipient to receive an input tax credit
                              or tax refund for tax purposes.


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                                                                              67
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PART 5 - GENERAL

18    NOTICES
--------------------------------------------------------------------------------
NOTICES
                  18.1  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;

                        (b)   must be in writing; and

                        (c)   must be left at the address of the addressee or
                              sent by prepaid ordinary post to the address of
                              the addressee or sent by facsimile to the
                              facsimile number of the addressee set out below or
                              as are notified by the party to the other parties
                              as its address for service of communications
                              pursuant to this deed.

                              TRUSTEE:

                              Address:   Level 3
                                         39 Hunter Street
                                         Sydney  NSW   2000
                              Facsimile: (61 2) 9221 7870
                              Attention: Manager, Securitisation

                              TRUST MANAGER:

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

                              SECURITY TRUSTEE:

                              Address:   Level 7
                                         1 Castlereagh Street
                                         Sydney   NSW   2000
                              Facsimile: (61 2) 9221 9009
                              Attention: Manager, Securitisation


                              SELLER:

                              Address:   Level 10
                                         530 Collins Street
                                         Melbourne   Vic   3000
                              Facsimile: (61 3) 9273 2079
                              Attention: Head of Finance & Strategy, ANZ
                                         Mortgage Group

                              SERVICER:


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                                                                              68
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                              Address:    Level 10
                                          530 Collins Street
                                          Melbourne   Vic   3000
                              Facsimile:  (61 3) 9273 2079
                              Attention:  Head of Finance & Strategy, ANZ
                                          Mortgage Group

                              CUSTODIAN:

                               Address:   Level 10
                                          530 Collins Street
                                          Melbourne   Vic   3000
                               Facsimile: (61 3) 9273 2079
                               Attention: Head of Finance & Strategy, ANZ
                                          Mortgage Group

DEEMED RECEIPT
                  18.2  A notice, request, certificate, demand, consent or other
                        communication under this deed is deemed to have been
                        received:

                        (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; and

                        (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.


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


20    DAMAGES
--------------------------------------------------------------------------------
CLAIM FOR DAMAGES

                 20.1  Where this deed provides for damages to be payable by
                        the Seller, the Servicer, the Custodian or the Trust
                        Manager to the Trustee:

                        (a)   (CLAIM MUST BE IN WRITING) a written notice of a
                              claim for damages must be provided to the relevant
                              party by the Trustee;

                        (b)   (CLAIM MUST SPECIFY THE AMOUNT OF DAMAGES) such
                              notice must specify the amount of damages claimed
                              and how such amount has been determined by
                              reference to the loss incurred as a result of the
                              breach leading to the claim for damages; and


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                        (c)   (TRUSTEE MUST ACT ON INSTRUCTIONS) the Trustee in
                              preparing a notice in accordance with clauses
                              20.1(a) and (b) will act on the instructions of
                              the Trust Manager (in the case of a claim against
                              the Seller, the Custodian or the Servicer) or take
                              expert advice, if necessary (in the case of a
                              claim against the Trust Manager).

ALLOCATION OF DAMAGES
                  20.2  If damages or indemnities are payable to the Trustee by
                        the Servicer, the Seller, the Custodian or the Trust
                        Manager for breach of a representation, warranty or
                        obligation under the Master Trust Deed, this deed or
                        another Transaction Document, the Trust Manager will
                        determine what portion of such amount is to be treated
                        as Principal Collections and what portion of such amount
                        is to be treated as Finance Charge Collections. On each
                        Determination Date, the Trust Manager must notify the
                        Trustee of the damages (or the indemnities, as the case
                        may be) received (if any) in the Collection Period just
                        ended and its allocation between Principal Collections
                        and Finance Charge Collections.


21    MISCELLANEOUS
--------------------------------------------------------------------------------
CERTIFICATE
                  21.1  A certificate signed by the Trustee or its solicitors
                        about a matter or about a sum payable to the Trustee in
                        connection with this deed is sufficient evidence of the
                        matter or sum stated in the certificate unless the
                        matter or sum is proved to be false.

EXERCISE OF RIGHTS
                  21.2  The Trustee or an attorney appointed under this deed may
                        exercise a right, power or remedy at its discretion, and
                        separately or concurrently with another right, power or
                        remedy. A single or partial exercise of a right, power
                        or remedy by the Trustee does not prevent a further
                        exercise of that or an exercise of any other right,
                        power or remedy. Failure by the Trustee to exercise or
                        delay in exercising a right, power or remedy does not
                        prevent its exercise. The Trustee is not liable for any
                        loss caused by its exercise, attempted exercise, failure
                        to exercise or delay in exercising it except in the case
                        of the Trustee, its gross negligence, fraud or wilful
                        default.

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

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


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

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

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

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

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

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

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

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

                  21.11 The parties acknowledge that they are bound by the terms
                        of the Master Trust Deed, the Deed of Charge in respect
                        of the Trust and this deed in respect of the Trust.

DISCLOSURE OF INFORMATION
                  21.12 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, Secured
                        Creditor or any other person confidential, financial or
                        other information made available to the Trustee in
                        connection with this deed.


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

SIGNATURES
                  21.14 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) has
                        reasonable grounds to believe 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 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.


22    GOVERNING LAW
--------------------------------------------------------------------------------
GOVERNING LAW
                  22.1  This deed and each Trust are governed by the law in
                        force in New South Wales and the rights, liabilities and
                        obligations of the parties to it are governed by the
                        laws in force in New South Wales.

SUBMISSION TO JURISDICTION
                  22.2  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
                  22.3  Without preventing any other mode of service, any
                        document in an action (including, without limitation,
                        any writ of summons or other originating process or any
                        third or other party notice) may be served on any party
                        by being delivered to or left for that party at its
                        address for service of notices under clause 18.


23    LIMITED RECOURSE - TRUSTEE
--------------------------------------------------------------------------------
LIMITATION ON TRUSTEE'S LIABILITY
                  23.1  The Trustee enters into this deed only in its capacity
                        as trustee of the Trust and in no other capacity. A
                        liability incurred by the Trustee arising under or in
                        connection with this deed or the Trust is limited to and
                        can be enforced against the Trustee only to the extent
                        to which it can be satisfied out of Assets of the Trust
                        out of which the Trustee is actually indemnified for the
                        liability. This limitation of the Trustee's liability
                        applies despite any other provision of this deed (other
                        than clause 23.3) and extends to all liabilities and
                        obligations of the Trustee in any way connected with any
                        representation, warranty, conduct, omission, agreement
                        or transaction related to this deed or the Trust.


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

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

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

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

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


24    SELLER TRUST
--------------------------------------------------------------------------------
CONSTITUTION OF SELLER TRUST
                  24.1  Subject to this clause 24, a Seller Trust is constituted
                        upon execution of this deed and the payment of $20 by
                        the Seller to the Trustee. The Seller Trust Assets of
                        the Seller Trust vest in the Trustee and are held by the
                        Trustee on the terms of and subject to this deed.


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

                  24.3  With respect to:

                        (a)   the Trust, the Trustee will hold all of its right,
                              title and interest in so much of any Receivable,
                              Title Documents and Monetary Rights for each
                              Purchased Receivable from time to time assigned to
                              the Trustee (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 the Trust; and

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

ENTITLEMENT
                  24.4  The beneficial interest in the Seller Trust Assets
                        relating to the Seller Trust vests absolutely in the
                        Seller.

DEALING WITH ASSETS
                  24.5  Subject to the terms of this deed:

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

                        (b)   the Trustee must not deal with the Seller Trust
                              Assets of the Seller Trust other than in
                              accordance with the directions given to it by the
                              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
                              the 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 Seller will be able to indemnify or
                        reimburse the Trustee in accordance with clause 24.11.

TREATMENT OF SHARED COLLATERAL
                  24.6  Where:

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

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

                        (c)   the Mortgage which secures the Receivable also, in
                              accordance with the terms of this deed, secures
                              the Other Secured Liability,

                        then all moneys received by the Seller, the Servicer,
                        the Trust Manager, or


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                        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 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;

                        (e)   second, in satisfaction of amounts owing under the
                              Purchased Receivable, to be held on the terms of
                              the 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 between
                              trusts, or from the Trust to any other person, in
                              accordance with this deed and the Master Trust
                              Deed or any other action which the Trustee may
                              take in respect of the Receivables in accordance
                              with this deed and the Master Trust Deed (provided
                              that the other trust, or the other person, to whom
                              the Receivables are transferred is made aware of
                              the existence of the interests of the Seller in
                              the Receivables);

                        (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. The Seller will not demand, nor
                              will it receive (or be entitled to receive) any
                              payment in respect of an interest in the
                              Receivable until all payments referred to in
                              clauses 24.6(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
                  24.7  Subject to clause 24.6, the Seller may retain any
                        proceeds received by it from the Seller Trust Assets of
                        the Seller Trust.

                  24.8  Subject to clause 24.6, the Trustee must immediately pay
                        to or at the direction of the Seller any proceeds the
                        Trustee receives in respect of the Seller Trust Assets
                        of the Seller Trust. Any such payment constitutes a good
                        discharge of the Trustee.

CLAW-BACK
                  24.9  The Seller must immediately pay to or at the direction
                        of the Trustee any payments made erroneously by the
                        Trustee to the Seller under clause 24.8.


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

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

INDEMNITY
                  24.11 Without limiting any other indemnity to which the
                        Trustee is entitled, and subject to clause 24.12, 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 24.4,
                        24.8 and 24.10 to 24.23 (inclusive) of the Master Trust
                        Deed apply to the Seller Trust as if it were a "Trust"
                        as defined in the Master Trust Deed.

                  24.12 The indemnity given by the Seller in clause 24.11 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.

TERMINATION
                  24.13 Subject to this deed, the Seller Trust terminates when
                        the Trustee ceases to have any right to or interest in,
                        the Seller Trust Assets of the Seller Trust.

TRANSFER
                  24.14 If:

                        (a)   any Purchased Receivables are transferred from the
                              Trust to another trust in accordance with this
                              deed or the Master Trust Deed; and

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

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


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

SHARED SECURITIES
                  24.16 (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 the
                              Trust and partly by it as trustee for the 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
                              the Seller Trust in that Shared Security.

                        (b)   The Seller (as beneficiary of the 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 24.16(a) sold, transferred or granted any
                              Security Interest or the Seller reasonably
                              believes that the Trustee will sell, transfer or
                              grant any Security Interest.


25    SELLER PROVISIONS
--------------------------------------------------------------------------------
SELLER ADVANCES
                  25.1  If a Seller makes a further advance to a Debtor of a
                        Purchased Receivable (which is not a Redraw) and:

                        (a)   (SEPARATE ACCOUNT AND TRUSTS) the Seller opens a
                              separate account in its records in relation to the
                              advance, the advance is considered for the
                              purposes of this deed to be an Other Secured
                              Liability and upon creation, the Trustee will
                              automatically hold the benefit of its right, title
                              and interest in such Other Secured Liability in
                              accordance with clause 24 of this deed;

                        (b)   (ADVANCE LEADS TO SCHEDULED BALANCE BEING
                              EXCEEDED) the Seller records the further advance
                              as a debit to the account of that Debtor in its
                              records and the advance leads to the Scheduled
                              Balance in respect of that Purchased Receivable
                              being exceeded by more than one scheduled monthly
                              instalment, that Purchased Receivable is treated
                              as having been repaid in full by the payment, as
                              soon as practicable and within the Collection
                              Period in which the further advance was made, by
                              the Seller to the Trustee of the sum necessary to
                              repay that Purchased Receivable. Such payment from
                              the Seller must equal the Outstanding Balance plus
                              accrued but unpaid interest and fees owing in
                              respect of that Purchased Receivable before the
                              advance was made and must be paid by the Seller to
                              the Trustee and upon receipt included in
                              Collections; or

                        (c)   (ADVANCE DOES NOT LEAD TO SCHEDULE BALANCE BEING
                              EXCEEDED) the Seller records the advance as a
                              debit to the account of that Debtor in its records
                              and the advance does not


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                              lead to the Scheduled Balance in respect of that
                              Purchased Receivable being exceeded by more than
                              one scheduled monthly instalment, the advance is
                              treated as an advance made pursuant to the terms
                              of the relevant Purchased Receivable and is a
                              Redraw and is to be reimbursed from Principal
                              Collections in accordance with clause 15.13(a).

RESTRICTIONS ON SELLER ADVANCES
                  25.2  The Seller shall not:

                        (a)   make an advance pursuant to clause 25.1(b) in
                              relation to a Purchased Receivable which is a
                              Defaulted Housing Loan;

                        (b)   make an advance pursuant to clause 25.1(c) if the
                              then aggregate of:

                              (i)   all further advances made under clause
                                    25.1(c) not repaid (calculated on the basis
                                    that, for this purpose only, any payments on
                                    account of principal in respect of a
                                    Purchased Receivable first reduce the amount
                                    of the further advances made under clause
                                    25.1(c) in relation to that Purchased
                                    Receivable); and

                              (ii)  the then Redraw Principal Outstanding,

                              exceed, or will as a result of the further
                              advances exceed, the then Redraw Limit.

                  25.3  If a Seller makes an advance to a Debtor which results
                        in a breach of its obligations under clause 25.2, then:

                        (a)   that further advance will, for all purposes, be
                              treated as if properly made in accordance with
                              clause 25.1(c); and

                        (b)   the Seller must indemnify the Trustee against any
                              costs, damages or loss it suffers as a result of
                              such a breach (except to the extent to which such
                              costs, damages or loss is recoverable by the
                              Trustee pursuant to a Mortgage Insurance Policy).

SET-OFF
                  25.4  If the Seller exercises a right of set-off or
                        combination in respect of any Receivable, or if any
                        right of set-off is exercised against the Seller in
                        respect of any Receivable, the Seller must pay to the
                        Trustee, subject to any laws relating to preferences (or
                        the equivalent), the amount of, respectively, any
                        benefit accruing to the Seller as a result of the
                        exercise of its right of set-off or combination or the
                        amount of any right of set-off exercised against the
                        Seller.

SELLER DOWNGRADE
                  25.5  If at any time the Seller has a short term deposit
                        credit rating assigned by Moody's which is lower than
                        P-1 (or such other rating as is agreed between the Trust
                        Manager, the Trustee, the Seller and Moody's), has a
                        short term deposit credit rating assigned by S&P which
                        is lower than A-1+ (or such other rating as is agreed
                        between the Trust Manager, the


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                              Trustee, the Seller and S&P) or has a long term
                              rating assigned by Fitch of lower than BBB (or
                              such other rating as is agreed between the Trust
                              Manager, the Trustee, the Seller and Fitch) then
                              (whether or not clause 25.8 has previously
                              applied) the Seller must:

                        (a)   (MAKE A SELLER DEPOSIT): as a prepayment of its
                              obligations pursuant to clause 25.4, pay to the
                              Trustee the amount of any set-off that may
                              thereafter be exercised against the Seller,
                              deposit or maintain in an account ("SET-OFF
                              ACCOUNT") with an Eligible Bank (which may be the
                              Collection Account while the holder of the
                              Collection Account is rated in this manner) on
                              each Payment Date thereafter (after giving effect
                              to the payments to be made on that Payment Date)
                              an amount which is the greater of the following
                              ("SELLER DEPOSIT"):

                              (i)   in the case of a lower rating by S&P, the
                                    amount from time to time agreed with S&P or,
                                    failing agreement, the amount from time to
                                    time specified by S&P, which is sufficient
                                    in either case (as applicable) so as to not
                                    result in an Adverse Rating Effect in
                                    respect of S&P; or

                              (ii)  in the case of a lower rating by Moody's or
                                    Fitch (as applicable), unless otherwise
                                    agreed by Moody's or Fitch (as the case may
                                    be), an amount equal to 125% of the
                                    aggregate of the amounts then standing to
                                    the credit of the deposit accounts held by
                                    Debtors with Housing Loans that comprise
                                    part of the Purchased Receivables that do
                                    not have a Waiver of Set-Off as at the
                                    preceding Payment Date; or

                        (b)   (OTHER ARRANGEMENTS): implement such other
                              arrangements as are from time to time agreed
                              between the Seller and S&P (in the case of a lower
                              rating by S&P), Moody's (in the case of a lower
                              rating by Moody's) or Fitch (in the case of a
                              lower rating by Fitch) (and notified by the Seller
                              to the Trustee and the Trust Manager) so as to
                              ensure that an Adverse Rating Effect does not
                              result in respect of either S&P, Moody's or Fitch
                              (as the case may be) if such other arrangements
                              cannot be so agreed with S&P, Moody's or Fitch (as
                              the case may be), the Seller must comply with
                              clause 25.5(a) in relation to S&P, Moody's or
                              Fitch (as the case may be),

                        provided that the Seller will not have any obligation
                        pursuant to this clause 25.5 if all Housing Loans which
                        are part of the Purchased Receivables which are Assets
                        of the Trust have a Waiver of Set-Off.

REDUCTION OR INCREASE OF SELLER DEPOSIT
                  25.6  If on a Payment Date to which clause 25.5 applies:

                        (a)   (REDUCTION): the required amount of the Seller
                              Deposit pursuant to clause 25.5(a) is less than
                              the existing amount of the Seller Deposit, the
                              Trust Manager will direct the Trustee to repay
                              (and upon receipt of such direction the Trustee
                              will repay on that Payment Date) to the Seller
                              from the Set-Off


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                              Account the difference between the required amount
                              of the Seller Deposit on that Payment Date and the
                              existing amount of the Seller Deposit; and

                        (b)   (INCREASE): the required amount of the Seller
                              Deposit pursuant to clause 25.5(a) is greater than
                              the existing amount of the Seller Deposit, the
                              Seller will deposit in the Set-Off Account on that
                              Payment Date the difference between the required
                              amount of the Seller Deposit on that Payment Date
                              and the existing amount of the Seller Deposit.

INTEREST ON SELLER DEPOSIT
                  25.7  On each Determination Date, the Trust Manager will
                        determine the amount (if any) that has been received in
                        the Collection Period just ended in respect of interest
                        that has been earned on the Set-Off Account and which is
                        attributable to the Seller Deposit (if any) deposited in
                        the Set-Off Account and will instruct the Trustee to pay
                        such interest to the Seller on the next Payment Date.

SELLER UPGRADE
                  25.8  If, following the application of clause 25.5(a), the
                        Seller is assigned (by the relevant Designated Rating
                        Agency or Designated Rating Agencies responsible for
                        triggering the application of the clause) a short term
                        deposit credit rating by Moody's of at least P-1 (or
                        such other rating as is agreed between the Trust
                        Manager, the Trustee, the Seller and Moody's), a short
                        term deposit credit rating by S&P of at least A-1+ (or
                        such other rating as is agreed between the Trust
                        Manager, the Trustee, the Seller and S&P) or a long term
                        rating by Fitch of BBB (or such other rating as is
                        agreed between the Trust Manager, the Trustee, the
                        Seller and Fitch), or if alternative arrangements
                        referred to in clause 25.5(b) are agreed (with the
                        relevant Designated Rating Agency or Designated Rating
                        Agencies referred to therein) which do not require the
                        maintenance of a Seller Deposit, the Trust Manager will
                        direct the Trustee to repay (and within 2 Business Days
                        of receipt of such direction of the Trustee will repay)
                        to the Seller from the Set-Off Account the then Seller
                        Deposit (which has not previously been utilised in
                        accordance with clause 25.10(b)) together with all
                        accrued, but unpaid, interest on that amount determined
                        in accordance with clause 25.7.

TERMINATION OF TRUST OR AMENDMENTS TO RECEIVABLES
                  25.9  On the earlier of:

                        (a)   the date upon which all Housing Loans that
                              comprise part of the Purchased Receivables which
                              are Assets of the Trust have a Waiver of Set-Off;

                        (b)   the Termination Date; and

                        (c)   the Payment Date immediately following the
                              occurrence of a Title Perfection Event,

                        the Trust Manager will direct the Trustee to repay (and
                        upon receipt of such direction the Trustee will repay)
                        to the Seller from the Set-Off Account the then Seller
                        Deposit (which has not previously been


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                        utilised in accordance with clause 25.10(b)) together
                        with all accrued, but unpaid, interest on that amount
                        determined in accordance with clause 25.7.

WITHDRAWALS FROM THE ACCOUNT
                  25.10 The Trust Manager may only direct the Trustee to, and
                        the Trustee may only, make withdrawals from the Seller
                        Deposit in the Set-Off Account as follows:

                        (a)   (REPAY SELLER DEPOSIT) to repay to the Seller the
                              Seller Deposit pursuant to clauses 25.6(a), 25.8
                              and 25.9; or

                        (b)   (MEET SELLER OBLIGATIONS) to meet any obligation
                              of the Seller (in that capacity) to make any
                              payment to the Trustee pursuant to clause 25.4 in
                              relation to the amount of any right of set-off
                              exercised against the Seller referred to therein,
                              provided that the Seller has failed to make such
                              payment within 20 Business Days of receipt by the
                              Seller of notice from the Trustee or the Trust
                              Manager that such payment is due and unpaid.

EXECUTED as a deed.


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                                                                              81
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SCHEDULE 1             REGISTER OF NOTE HOLDERS
--------------------------------------------------------------------------------
REGISTER OF NOTE HOLDERS
                  1     The Trustee must, in respect of the Trust, keep an up to
                        date Register of Note Holders in respect of that Trust.
                        The Trustee must enter into the Register of Note
                        Holders:

                        (a)   the name of the Trust;

                        (b)   the names and addresses of the Note Holders;

                        (c)   the number of Notes held by each Note Holder;

                        (d)   the date on which each Note Holder was first
                              registered in the Register of Note Holders;

                        (e)   the date on which any person ceases to be a Note
                              Holder;

                        (f)   the class of Note issued;

                        (g)   the Class B Note Interest Rate payable in relation
                              to the Note;

                        (h)   the Final Maturity Date (if applicable) in
                              relation to the Note;

                        (i)   the account into which any payments to a Note
                              Holder are to be paid (if applicable);

                        (j)   the Invested Amount and Stated Amount, if any, in
                              relation to the Note; and

                        (k)   any other particulars the Trust Manager and the
                              Trustee agree are desirable or as required under
                              this deed.

TRUSTEE NOT LIABLE FOR MISTAKE
                  2     The Trustee is not liable for any mistake in the
                        Register of Note Holders or in any purported copy except
                        to the extent that the mistake is attributable to the
                        Trustee's own fraud, negligence or wilful default.

TRUST MANAGER ACCEPT CORRECTNESS
                  3     The Trust Manager is entitled to accept the correctness
                        of all information contained in the Register of Note
                        Holders and is not liable to any person for any error in
                        it.

INSPECTION
                  4     The Trust Manager, or Note Holders and their authorised
                        representatives may inspect that part of the Register of
                        Note Holders which relates to the Note Holder free of
                        charge and on reasonable notice. The Trustee shall give
                        a copy of the Register of Note Holders or part of it to
                        the Trust Manager within 3 Business Days of receipt of a
                        request from the Trust Manager.


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CHANGE IN INFORMATION
                  5     A Note Holder must advise the Trustee of any change to
                        the information noted in the Register of Note Holders in
                        respect of that Note Holder. Upon receipt of such
                        advice, the Trustee must promptly update the information
                        contained in the Register of Note Holders.

CLOSURE
                  6     The Trustee from time to time may close the Register of
                        Note Holders but no part of the Register of Note Holders
                        may be closed for more than 30 days in aggregate in any
                        calendar year.

NOTICE OF OTHER INTEREST
                  7     Except as otherwise provided in this deed, no notice of
                        any trust, whether express, implied or constructive,
                        shall be entered in the Register of Note Holders and
                        neither the Trustee nor the Trust Manager shall be
                        affected by or compelled to recognise (even when having
                        notice of it) any right or interest in any Note other
                        than the Note Holders' absolute right to the entirety of
                        them and the receipt by a Note Holder shall be a good
                        discharge to the Trustee and Trust Manager.

INFORMATION
                  8     The Trust Manager shall furnish the Trustee with such
                        information as the Trustee may reasonably require to
                        maintain the Register of Note Holders.

CLOSURE TO CALCULATE ENTITLEMENT
                  9     In order to calculate Note Holder entitlements and
                        interest entitlements, the Register of Note Holders may
                        be closed by the Trustee from 3:30 pm on such Business
                        Day as the Trust Manager may determine from time to time
                        (not exceeding 5 Business Days) and recommence at the
                        commencement of business on the Business Day immediately
                        following the day the Note Holder entitlements and any
                        coupon or interest are payable.

CONCLUSIVENESS OF REGISTER OF NOTE HOLDERS
                  10    An Acknowledgment is not a certificate of title as to
                        Notes and the Register of Note Holders is the only
                        conclusive evidence of title to Notes.

WORN OUT OR LOST ACKNOWLEDGMENT
                  11    If an Acknowledgment becomes worn out or defaced, then
                        upon production of it to the Trustee, a replacement will
                        be issued. If an Acknowledgment is lost or destroyed,
                        and upon proof of this to the satisfaction of the
                        Trustee and the provision of such indemnity as the
                        Trustee considers adequate, a replacement Acknowledgment
                        will be issued. A fee not exceeding $10 may also be
                        charged by the Trustee for the new Acknowledgment if it
                        so requires.


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RECTIFICATION OF REGISTER OF NOTE HOLDERS
                  12    If:

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

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

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

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

                        (e)   a default is made or an unnecessary delay takes
                              place in entering into the Register of Note
                              Holders that any person has ceased to be the
                              holder of a Note or any other information,

                        the Trustee may rectify the same and the Trustee is not
                        liable for any loss, costs or liability incurred as a
                        result of any of the foregoing occurring.


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                                                                              84
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SCHEDULE 2             TRANSFER OF NOTES
--------------------------------------------------------------------------------
FORM OF TRANSFER
                  1     All transfers of Notes must be in writing in the form of
                        the transfer as agreed between the Trust Manager and the
                        Trustee ("TRANSFER FORM").

EXECUTION OF TRANSFER
                  2     Every Transfer Form must be duly completed, duly stamped
                        (if applicable), executed by the transferor and the
                        transferee and delivered to the Trustee together with
                        the Acknowledgment relating to the Notes to be
                        transferred. The transferor is deemed to remain the
                        owner of the Notes for all purposes until the name of
                        the transferee is entered into the Register of Note
                        Holders.

RESTRICTIONS ON TRANSFER
                  3     A Note Holder is only entitled to transfer any Notes if:

                        (a)   the offer or invitation to the proposed transferee
                              by the Note Holder in relation to the Notes does
                              not require disclosure to investors in accordance
                              with Part 6D.2 of the Corporations Law; and

                        (b)   the transfer would not otherwise breach any
                              restriction on transfer of the Notes contained in
                              the Master Trust Deed or this deed.

TRUSTEE MAY REFUSE TO REGISTER
                  4     The Trustee may refuse to register any Transfer Form:

                        (a)   if it is not duly completed, executed and stamped
                              (if necessary);

                        (b)   if it contravenes or fails to comply with the
                              terms of this deed; or

                        (c)   if the transfer would result in a contravention of
                              or failure to observe the provisions of a law of a
                              state or territory of the Commonwealth of
                              Australia, or of the Commonwealth of Australia, or
                              any other relevant laws.

                        The Trustee is not bound to give any reason for refusing
                        to register any Transfer Form and its decision is final,
                        conclusive and binding. If the Trustee refuses to
                        register a Transfer Form, it must, as soon as
                        practicable following that refusal, send to the Note
                        Holder and to the parties seeking to take the transfer
                        of the Notes notice of that refusal. The Trustee has no
                        obligation to enquire whether a transfer of Notes
                        complies with the restrictions in this deed.

REGISTRATION OF TRANSFEREE
                  5     Subject to the terms of this schedule, the Trustee must
                        upon receipt of a Transfer Form register the transferee
                        in the


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                                                                              85
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                        Register of Note Holders. No fee is to be charged for
                        the registration of any Transfer Form.

NO TRANSFER IF REGISTER OF NOTE HOLDERS CLOSED
                  6     The Trustee may refuse to register any Transfer Form for
                        such period as the Register of Note Holders is closed
                        for any purpose.

RIGHTS AND OBLIGATIONS OF TRANSFEREE
                  7     Notes are negotiable. A transferee of Notes pursuant to
                        this deed has the following rights and obligations from
                        the time of registration:

                        (a)   all those rights which the transferor previously
                              had; and

                        (b)   all those obligations of a Note Holder as provided
                              by this deed as if the transferee was originally a
                              party to it.

WHEN TRANSFER EFFECTIVE
                  8     Subject to refusal by the Trustee to register a transfer
                        of Notes under this schedule, and subject to condition
                        9, a Transfer Form is deemed for the purposes of this
                        deed to take effect and be registered from the beginning
                        of the Business Day on which the Transfer Form was
                        received by the Trustee, except that if a Transfer Form
                        is received by the Trustee after 4.00 pm in Sydney, the
                        Transfer Form is deemed not to be effective until the
                        next Business Day (when the Register of Note Holders is
                        open) following its receipt by the Trustee.

TRANSFER FORM RECEIVED WHEN REGISTER OF NOTE HOLDERS CLOSED
                  9     Where a Transfer Form is received by the Trustee during
                        any period when the Register of Note Holders is closed
                        under this deed, or on any day which is not a Business
                        Day, the Transfer Form is deemed to be effective and
                        registered (subject to refusal by the Trustee to
                        register a transfer) from the beginning of the first
                        Business Day on which the Register of Note Holders is
                        re-opened.

ISSUE OF ACKNOWLEDGMENT
                  10    Whenever, in respect of a transfer, the Trustee is
                        required under this deed to register a person as a Note
                        Holder, the Trustee must issue by mail to the transferee
                        (at the address stated on the Transfer Form), or arrange
                        for the relevant Note Holder to collect from the
                        Trustee, within 10 Business Days of such registration,
                        an Acknowledgment to the transferee in respect of the
                        relevant Notes and, where some, but not all, Notes held
                        by a Note Holder have been transferred, issue a new
                        Acknowledgment (within 10 Business Days of the
                        registration) to the transferor as confirmation of the
                        balance of the Notes registered in the name of the
                        transferor.


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                                                                              86
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FORM OF ACKNOWLEDGMENT
                  11    Acknowledgments may be engraved, lithographed or printed
                        and must be signed, either manually, mechanically,
                        electronically, by facsimile or by other means agreed
                        between the Trust Manager and the Trustee, by an
                        Authorised Officer or other delegate of the Trustee.

PAYMENTS TO TRANSFEREE
                  12    Subject to this deed, upon entry of a transferee in the
                        Register of Note Holders, the transferee is ipso facto
                        entitled to receive any payments then due or which
                        become due to the Note Holder and the Trustee is
                        discharged for any such payment made to the transferee
                        and, without limiting the foregoing, whether or not the
                        entitlement to payment wholly or partly arose or accrued
                        prior to the transfer, except that where a transfer is
                        received after the closure of the Register of Note
                        Holders as referred to in this deed for the purpose of
                        determining entitlements to interest or principal, but
                        prior to the date upon which that interest or principal
                        is due to be paid in respect of the relevant Notes, then
                        that interest and principal must be paid to the
                        transferor and not the transferee.

MARKED TRANSFERS
                  13    The Trustee must, unless the parties otherwise agree,
                        provide marking services in the manner set out in this
                        schedule at the Trustee's offices or the offices of a
                        third party appointed pursuant to this deed in Sydney.
                        If the Trustee or a third party is requested by a Note
                        Holder to mark a Transfer Form, the Trustee or the third
                        party must so mark the Transfer Form. Until a period of
                        90 days (or such other period as determined by the Trust
                        Manager and the Trustee) has elapsed from the date any
                        Transfer Form is so marked, the Trustee or any third
                        party must not register any Transfer Form in respect of
                        such Notes except that marked Transfer Form.

RELIANCE ON DOCUMENTS
                  14    The Trustee is entitled to accept and assume the
                        authenticity and genuineness of any Transfer Form or any
                        other document unless the Trustee has reasonable grounds
                        to believe that it has not been duly executed. The
                        Trustee is not bound to enquire into the authenticity or
                        genuineness of any Transfer Form or other document, nor
                        incurs any liability for registering any Transfer Form
                        which is subsequently discovered to be a forgery or
                        otherwise defective, unless the Trustee had actual
                        notice of such forgery or defect at the time of
                        registration of such Transfer Form.

SPECIMEN SIGNATURES
                  15    The Trustee may (but need not) require each Note Holder
                        to submit specimen signatures (and, in the case of a
                        corporation, may require those signatures to be
                        authenticated by a secretary or director of such Note
                        Holder) of persons authorised to execute Transfer Forms
                        on behalf of such Note Holder and is entitled to assume
                        (until notified to the contrary) that such authority has
                        not been revoked.


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PERSONS ENTITLED ON TRANSMISSION
                  16    If a Note Holder dies, the Trustee and the Trust Manager
                        will recognise only the survivor or survivors (where the
                        deceased was a joint holder) or the administrators (in
                        all other cases) as having any title to the Notes
                        registered in the name of the deceased.

REGISTRATION ON TRANSMISSION
                  17    A person who becomes entitled to a Note (and gives
                        evidence of that entitlement to the Trust Manager in a
                        form satisfactory to the Trust Manager and the Trustee)
                        because of the death, insolvency, bankruptcy, insanity
                        or other disability of a Note Holder is entitled to be
                        registered as the Note Holder or to nominate some other
                        person to be registered as the Note Holder.

NOTICE OF ELECTION
                  18    To effect a registration under condition 17, the person
                        must give a written notice to the Trust Manager and the
                        Trustee requesting the registration. If the Notes are to
                        be registered in the name of a nominee of the person,
                        the person must also execute a transfer of the Notes to
                        the nominee. All the provisions of this deed relating to
                        the registration of transfers apply to such a notice or
                        transfer as if it were a transfer executed by a Note
                        Holder.

RIGHTS OF TRANSMITTEE PRIOR TO REGISTRATION
                  19    A person who becomes entitled to a Note because of the
                        death, insolvency, bankruptcy, insanity or other
                        disability of a Note Holder is entitled to receive and
                        may give a discharge for all money payable in respect of
                        the Notes.


<PAGE>


                                                                              88
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SCHEDULE 3             STEPDOWN PERCENTAGE
--------------------------------------------------------------------------------
The Stepdown Percentage on a Determination Date is determined as follows:

1.    If the Stepdown Conditions (as defined below) are not satisfied on that
      Determination Date, the Stepdown Percentage is 100%.

2.    If the Stepdown Conditions are satisfied on that Determination Date, the
      Stepdown Percentage is 100% unless the following apply:

      (a)   if the Payment Date immediately following that Determination Date
            falls prior to 20 September 2004, the Stepdown Percentage is 50%;

      (b)   if:

            (i)   the Payment Date immediately following that Determination Date
                  falls on or after 20 September 2004 but prior to 20 September
                  2011; and

            (ii)  the Class B Available Support on that Determination Date is
                  equal to or greater than two times the Class B Required
                  Support on that Determination Date;

                  the Stepdown Percentage is 0%;

      (c)   if:

            (i)   paragraph (b) above does not apply;

            (ii)  the Payment Date immediately following that Determination Date
                  falls on or after 20 September 2006 but prior to 20 September
                  2011; and

            (iii) the Class B Available Support on that Determination Date is
                  equal to or greater than the Class B Required Support on that
                  Determination Date,

                  then:

            (i)   if the Payment Date immediately following that Determination
                  Date falls on or after 20 September 2006 but prior to 20
                  September 2007, the Stepdown Percentage is 70%;

            (ii)  if the Payment Date immediately following that Determination
                  Date falls on or after 20 September 2007 but prior to 20
                  September 2008, the Stepdown Percentage is 60%;

            (iii) if the Payment Date immediately following that Determination
                  Date falls on or after 20 September 2008 but prior to 20
                  September 2009, the Stepdown Percentage is 40%;

            (iv)  if the Payment Date immediately following that Determination
                  Date falls on or after 20 September 2009 but prior to 20
                  September 2010, the Stepdown Percentage is 20%; or

            (v)   if the Payment Date immediately following that Determination
                  Date falls on or after 20 September 2010 but prior to 20
                  September 2011, the Stepdown Percentage is 0%; or


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                                                                              89
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      (d)   if the Payment Date immediately following that Determination Date
            falls on or after 20 September 2011, the Stepdown Percentage is 0%.

STEPDOWN CONDITIONS

The Stepdown Conditions are satisfied on a Determination Date if:

1.    the following applies:

      (a)   the Class B Available Support on that Determination Date is equal to
            or greater than two times the Class B Required Support on that
            Determination Date;

      (b)   the Aggregate Stated Amount for the Class B Notes as at the
            immediately preceding Determination Date is equal to or greater than
            0.25% of the aggregate Initial Invested Amount of the Class B Notes
            as at the Closing Date;

      (c)   either:

            (i)   the Average Arrears Ratio on that Determination Date does not
                  exceed 2% and the aggregate Carryover Principal Charge-Offs as
                  at the immediately preceding Determination Date does not
                  exceed 30% of the aggregate of Initial Invested Amounts of the
                  Class B Notes; or

            (ii)  the Average Arrears Ratio on that Determination Date does not
                  exceed 4% and the aggregate Carryover Principal Charge-Offs as
                  at the immediately preceding Determination Date does not
                  exceed 10% of the aggregate Initial Invested Amounts of the
                  Class B Notes; and

      (d)   the event referred to in Condition 7.3 of the Class A Note
            Conditions has not occurred on or prior to the Determination Date
            and is not expected to occur on or prior to the next Payment Date
            thereafter, or

2.    the following applies:

      (a)   that Determination Date falls on or after 20 September 2006;

      (b)   the Average Arrears Ratio on that Determination Date does not exceed
            2%;

      (c)   the Aggregate Stated Amount of all the Notes (as at the immediately
            preceding Determination Date) is greater than 10% of the A$
            Equivalent aggregate of the Initial Invested Amount of all the
            Notes;

      (d)   the Aggregate Stated Amount for the Class B Notes (as at the
            immediately preceding Determination Date) is equal to or greater
            than 0.25% of the aggregate Initial Invested Amount of the Class B
            Notes as at the Closing Date; and

      (e)   the aggregate of all Carryover Principal Charge-Offs (as at the
            immediately preceding Determination Date) does not exceed:

            (i)   if the Determination Date falls on or after 20 September 2006
                  but prior to 20 September 2007, 30% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes;

            (ii)  if the Determination Date falls on or after 20 September 2007
                  but prior to 20 September 2008, 35% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes;


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                                                                              90
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            (iii) if the Determination Date falls on or after 20 September 2008
                  but prior to 20 September 2009, 40% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes;

            (iv)  if the Determination Date falls on or after 20 September 2009
                  but prior to 20 September 2010, 45% of the aggregate of the
                  Initial Invested Amounts of the Class B Notes; or

            (v)   if the Determination Date falls on or after 20 September 2010,
                  50% of the aggregate of the Initial Invested Amounts of the
                  Class B Notes.

The following terms have these meanings in this schedule:

      ARREARS RATIO means, on a Determination Date, the percentage of the
      Outstanding Balance of the Housing Loans referable to all Purchased
      Receivables in relation to which default in payment of any amount due has
      occurred and has continued for a period of 60 days or more as at the last
      day of the immediately preceding Collection Period to the total
      Outstanding Balance of the Housing Loans referable to all Purchased
      Receivables (calculated on the last day of the immediately preceding
      Collection Period).

      AVERAGE ARREARS RATIO means, on any Determination Date, the amount
      (expressed as a percentage) calculated as follows:

                     SAR
               AAR = ---
                      4

      where:

      AAR   = the Average Arrears Ratio; and

      SAR   = the sum of the Arrears Ratios for the 4 Collection Periods
              preceding that Determination Date,

      provided that if on that Determination Date there has not yet been 4
      Collection Periods the Average Arrears Ratio in relation to that
      Determination Date means the amount (expressed as a percentage) calculated
      as follows:

                     SAR
               AAR = ---
                      N

      where:

      AAR   = the Average Arrears Ratio; and

      SAR   = the sum of the Arrears Ratios for all of the Collection Periods
              preceding the Determination Date; and

      N     = the number of Collection Periods preceding that Determination
              Date.

      CLASS B AVAILABLE SUPPORT in relation to a Determination Date means an
      amount (expressed as a percentage) calculated as follows:

                        ASA(B)
               CBAS = ---------
                       ASA + RL


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                                                                              91
--------------------------------------------------------------------------------
      where:

      CBAS   = the Class B Available Support;

      ASA(B) = the Aggregate Stated Amount of the Class B Notes on the
               immediately preceding Determination Date;

      ASA    = the Aggregate Stated Amounts of all Notes on the immediately
               preceding Determination Date; and

      RL     = the Redraw Limit on the immediately preceding Determination Date,

      provided that, in respect of the first Determination Date, such amounts
      will be calculated by reference to the Initial Invested Amount of the
      relevant Classes of Notes and the RL will be the Redraw Limit on the
      Closing Date.

      CLASS B REQUIRED SUPPORT in relation to a Determination Date means the
      amount (expressed as a percentage) calculated as follows:

                       IIAB
               CBRS = ------
                       AIIA

      where:

      CBRS  = the Class B Required Support;

      IIAB  = the aggregate Initial Invested Amount of the Class B Notes; and

      AIIA  = the aggregate of the A$ Equivalent of Initial Invested Amounts of
              the Class A Notes, and the Initial Invested Amounts for the
              Class B Notes.


<PAGE>

                                                                              92
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EXECUTION PAGE
--------------------------------------------------------------------------------

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
Occupation of witness               )      revocation of the power of attorney








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
Occupation of witness               )      revocation of the power of attorney


<PAGE>

                                                                              93
--------------------------------------------------------------------------------
SIGNED SEALED AND DELIVERED by      )
as attorney for P.T. 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
Occupation of witness               )      revocation of the power of attorney




SIGNED SEALED AND DELIVERED by      )
as attorney for AUSTRALIA AND NEW   )
ZEALAND BANKING GROUP 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
Occupation of witness               )      revocation of the power of attorney




<PAGE>

                                                                              94
--------------------------------------------------------------------------------

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