<PAGE>

                                                                  EXHIBIT 4.6

                                ---------------------------------------------
                                   DATED             2001



                               HOMESIDE MORTGAGE
                            SECURITIES TRUST 2001-1
                                NOTE TRUST DEED

                           PERPETUAL TRUSTEE COMPANY
                                    LIMITED
                               ("ISSUER TRUSTEE")
                          HOMESIDE GLOBAL MBS MANAGER,
                                      INC.
                            ("GLOBAL TRUST MANAGER)
                                      and
                         THE BANK OF NEW YORK, NEW YORK
                                     BRANCH
                                ("NOTE TRUSTEE")






                            MALLESONS STEPHEN JAQUES
                                   Solicitors

                             Governor Phillip Tower
                                 1 Farrer Place
                                 Sydney NSW 2000
                           Telephone (61 2) 9296 2000
                              Fax (61 2) 9296 3999
                                  DX 113 Sydney
                                  Ref: SRF:CD3

                              Mallesons Stephen Jaques

<PAGE>

                                                                            (i)
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<TABLE>
<CAPTION>

CONTENTS    NOTE TRUST DEED
-------------------------------------------------------------------------------
<S>         <C>                                                              <C>

            1   DEFINITIONS AND INTERPRETATION                                1

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

            2   COVENANT TO PAY                                               3

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

            3   AMOUNT, FORM AND ISSUE OF CLASS A NOTES                       4

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

            4   CLASS A NOTE REGISTER                                         7

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

            5   STAMP DUTIES                                                  8


            6   APPLICATION OF MONEYS RECEIVED BY THE NOTE TRUSTEE            8

                Declaration of Trust                                          8
                Accumulation                                                  9
                Investment                                                    9

            7   COVENANTS                                                     9

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

            8   ENFORCEMENT                                                  13

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

            9   PROCEEDINGS                                                  16

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

            10  REMUNERATION AND INDEMNIFICATION OF THE NOTE TRUSTEE         17

                Normal remuneration                                          17
                Extra remuneration                                           17
                Expenses                                                     18

<PAGE>

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

            11  SUPPLEMENTAL PROVISIONS                                      18

                Liability to Account                                         18
                Class A Notes                                                18
                Advice                                                       19
                Note Trustee to assume performance                           19
                Resolutions of Class A Noteholders                           19
                Reliance                                                     19
                Certificate signed by Authorised Person                      20
                Signatures                                                   20
                Deposit of documents                                         20
                Discretion                                                   20
                Agents                                                       21
                Delegation                                                   21
                Application to Court                                         21
                Interests of Class A Noteholders                             21
                Assumption as to Prejudice                                   21
                Ratings                                                      22
                Validity of Transaction Documents                            22
                Defect in Security                                           22
                Class A Noteholders Responsible                              22
                Limit on Obligation                                          22
                No liability for breach                                      23
                Dispute or ambiguity                                         23
                Loss to charged property                                     23
                Forged Class A Notes                                         23
                Confidentiality                                              23
                Disclosure                                                   23
                Determinations conclusive                                    23
                Currency conversion                                          24
                Class A Notes held by the Issuer Trustee etc                 24
                Legal opinions                                               24
                No liability for tax on payments                             24
                Powers additional                                            24

            12  NOTE TRUSTEE LIABLE FOR NEGLIGENCE                           24


            13  WAIVER                                                       25

                Waiver                                                       25

            14  NOTE TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS      25


            15  DUTIES OF NOTE TRUSTEE                                       25

                Duties prior to an Event of Default                          25
                Duties following an Event of Default                         26
                Certain Limitations of Liability where Acting in Good Faith  26
                Note Trustee Not Relieved of Liability for Negligence        26
                Preferred Collection of Claims Against Issuer Trustee        26
                Compliance with Section 310 of the TIA                       26
                Transaction Documents                                        27

            16  AMENDMENT                                                    27

<PAGE>

                                                                          (iii)
-------------------------------------------------------------------------------
                Amendment by Note Trustee                                    27
                Amendments requiring consent of all Class A Noteholders      28
                Compliance with TIA                                          28
                No Current Rating Agency downgrade                           28
                Distribution of amendments                                   28
                Amendments binding on Class A Noteholders                    28

            17  REPORTS                                                      29

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

            18  APPOINTMENT, RETIREMENT AND REMOVAL OF THE NOTE TRUSTEE      30

                Appointment                                                  30
                Retirement of Note Trustee                                   30
                Removal by Issuer Trustee                                    31
                Note Trustee may Retire                                      31
                Appointment of substitute note trustee by Class A Noteholders32
                Successor to Note Trustee                                    32
                Issuer Trustee and Global Trust Manager cannot be appointed  33
                No Limitation of TIA                                         33

            19  CLASS A NOTES HELD IN CLEARING SYSTEMS AND NOTICES           33

                Class A Notes held in Clearing Systems                       33

            20  CURRENCY INDEMNITY                                           33

                Currency of account and payment                              33
                Extent of discharge                                          33
                Indemnity                                                    34
                Indemnity separate                                           34

            21  REPRESENTATIONS AND WARRANTIES                               34

                By the Issuer Trustee                                        34
                By the Global Trust Manager                                  35
                By the Note Trustee                                          36

            22  NOTICES                                                      36

                Notices                                                      36
                Initial addresses                                            37
                Time effective                                               37
                Receipt                                                      37

            23  LIMITED RECOURSE                                             38


            24  TERMINATION                                                  38


            25  TRUST INDENTURE ACT                                          38

                Certificates and opinions                                    38
                Undertaking for Costs                                        40
                Exclusion of section 316(a)(1)                               40

<PAGE>

                                                                           (iv)
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                Unconditional rights of Class A Noteholders to receive
                principal and interest                                       40
                Conflict with Trust Indenture Act                            41

            26  MISCELLANEOUS                                                41

                Certificate                                                  41
                Exercise of rights                                           41
                Waiver and variation                                         41
                Supervening legislation                                      41
                Approvals and consent                                        41
                Remedies cumulative                                          42
                Indemnities                                                  42
                Time of the essence                                          42
                Receipts                                                     42
                Acknowledgment                                               42
                Disclosure of information                                    42
                Rights cumulative                                            42
                Signatures                                                   43
                Meetings                                                     43

            27  GOVERNING LAW                                                43

                Governing Law                                                43
                Submission to jurisdiction                                   43
                Service                                                      43

            28  COUNTERPARTS                                                 43


            SCHEDULE 1     FORM OF CLASS A NOTE                              44


            SCHEDULE 2     PROVISIONS FOR MEETINGS OF CLASS A NOTEHOLDERS    51
</TABLE>

<PAGE>
                                                                              1
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                                  HOMESIDE MORTGAGE SECURITIES TRUST 2001-1
                                  NOTE TRUST DEED

DATE:                                      2001

PARTIES:         PERPETUAL TRUSTEE COMPANY LIMITED (ABN 42 000 001 007) having
                           its registered office at Level 7, 39 Hunter Street,
                           Sydney NSW 2000 in its capacity as trustee of the
                           HomeSide Mortgage Securities Trust 2001-1 ("ISSUER
                           TRUSTEE")
                           HOMESIDE GLOBAL MBS MANAGER, INC. of 2301
                           Baymeadows Way, Jacksonville, Florida 32256, United
                           States of America ("GLOBAL TRUST MANAGER")
                           THE BANK OF NEW YORK, NEW YORK BRANCH, a New York
                           banking corporation acting through its office at 101
                           Barclay Street, 21W, New York, New York 10286 ("NOTE
                           TRUSTEE" which expression includes all persons being
                           the trustee of this Note Trust Deed)

RECITALS:

                  A.       The Issuer Trustee wishes to issue, at the direction
                           of the Global Trust Manager, the Class A Notes.
                  B.       The Note Trustee has agreed to act as Note Trustee
                           for the Class A Noteholders on the terms set out in
                           this deed.
                  C.       This deed is an indenture qualified under, and
                           subject to the mandatory provisions of, the Trust
                           Indenture Act 1939 of the United States of America,
                           which are incorporated by reference in and made part
                           of this deed.

OPERATIVE PROVISIONS:

1        DEFINITIONS AND INTERPRETATION

--------------------------------------------------------------------------------
DEFINITIONS SCHEDULE

                  1.1      The following words have these meanings unless the
                           contrary intention appears:

                           DEFINITIONS SCHEDULE means the deed called "HomeSide
                           Mortgage Securities Trusts Definitions Schedule"
                           dated 3 January 2001 and made between the companies
                           described in schedule 1 to that deed.

                           SUPPLEMENTAL DEED means the deed entitled "HomeSide
                           Mortgage Securities Trust 2001-1 Supplemental Deed"
                           dated on or about the date of this deed between the
                           Issuer Trustee, the Global Trust Manager and others.

                           TRUST means the HomeSide Mortgage Securities Trust
                           2001-1.

                  1.2      Except to the extent to which words and phrases are
                           otherwise defined in this deed, words and phrases
                           defined in the Definitions Schedule and the
                           Supplemental Deed in respect of the Trust shall bear
                           the same meaning in this deed. In the event of any
                           inconsistency between a definition in this deed and a
                           definition in the Definitions Schedule, the
                           definitions

<PAGE>

                                                                              2
-------------------------------------------------------------------------------
                           in this deed will prevail. In the event of any
                           inconsistency between a definition in the
                           Definitions Schedule and a definition in the
                           Supplemental Deed, the definition in the
                           Supplemental Deed will prevail. Any amendment to
                           the Definitions Schedule will only apply to this
                           deed if made in accordance with this deed.

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

INTERPRETATION

                  1.4      This deed binds the Issuer Trustee, the Global Trust
                           Manager, the Note Trustee and the Class A Noteholders
                           of each Trust.

                  1.5      By executing this deed, the Note Trustee agrees that
                           terms used in any Transaction Document have the
                           meaning given to them in the Definitions Schedule.

APPOINTMENT OF THE NOTE TRUSTEE

                  1.6      The Note Trustee:

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

                           (b)      acknowledges and declares that it:

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

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

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

INTERPRETATION OF PROVISIONS INCORPORATED FROM TIA

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

                           "DEFAULT" means an Event of Default.

                           "INDENTURE SECURITIES" means the Class A Notes.

                           "INDENTURE SECURITY HOLDER" means the Class A
                           Noteholder.

                           "INDENTURE TO BE QUALIFIED" means this deed.

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

                           "OBLIGOR UPON THE INDENTURE SECURITIES" means the
                           Issuer Trustee.

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

<PAGE>

                                                                              3
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                           Any other term, expression or provision which is used
                           in this deed in respect of a section or provision of
                           the TIA and which is defined in the TIA, defined in
                           the TIA by reference to another statute or defined by
                           or in any rule of or issued by the SEC, will have the
                           meaning assigned to it by such definitions. Any term
                           or expression that is used in both:

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

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

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

2        COVENANT TO PAY
--------------------------------------------------------------------------------
COVENANT TO PAY

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

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

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

DISCHARGE

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

<PAGE>

                                                                              4
-------------------------------------------------------------------------------
                           the Note Trustee, as the case may be.

PAYMENT AFTER AN EVENT OF DEFAULT

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

RATE OF INTEREST AFTER AN EVENT OF DEFAULT

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

3        AMOUNT, FORM AND ISSUE OF CLASS A NOTES
--------------------------------------------------------------------------------
AGGREGATE AMOUNT AND DENOMINATION

                  3.1      The Class A Notes will be issued in minimum
                           denominations of US$100,000 each and multiples of
                           US$10,000 in excess of that amount.

DESCRIPTION AND FORM OF CLASS A NOTES

                  3.2      (a)

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

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

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

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

INITIAL ISSUE AS CLASS A BOOK-ENTRY NOTES

                  3.3      (a)

                           (a)      (ISSUE AS CLASS A BOOK-ENTRY NOTES): The
                                    Class A Notes will upon issue be represented
                                    by one or more book-entry notes initially
                                    registered in accordance with clause 4 in
                                    the name of Cede &

<PAGE>

                                                                              5
-------------------------------------------------------------------------------
                                    Co, as nominee of DTC as the initial
                                    Depository.

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

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

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

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

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

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

                                    (iii)    the rights of Class A Note Owners
                                             may be exercised only through the
                                             Depository and are limited to those
                                             established by law and agreements
                                             between such Class A Note Owners
                                             and the Depository and/or the
                                             Clearing Agency Participants;

                                    (iv)     the Issuer Trustee, the Global
                                             Trust Manager, each Agent and
<PAGE>

                                                                              6
-------------------------------------------------------------------------------
                                             the Note Trustee may
                                             conclusively rely upon any
                                             statement from the Depository or
                                             any Clearing Agency Participant
                                             as to the votes, instructions or
                                             directions it has received from
                                             Class A Note Owners and/or
                                             Clearing Agency Participants.

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

ISSUE OF CLASS A DEFINITIVE NOTES

                  3.4      (a)

                           (a)      (EVENTS LEADING TO EXCHANGE): If:

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

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

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

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

                           (b)      (EXCHANGE FOR CLASS A DEFINITIVE NOTES):
                                    Upon the surrender to the Issuer Trustee of
                                    Class A Book-Entry Notes by the Depository
                                    following an instruction of the Issuer
                                    Trustee pursuant to clause 3.4(a), and the
                                    delivery by the Depository of the relevant
                                    registration instructions to the Issuer
                                    Trustee, the Issuer Trustee must issue and
                                    execute and the Note Trustee must
                                    authenticate and deliver Class A Definitive
                                    Notes of the
<PAGE>

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

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

INDEMNITY OF NON-ISSUE OF CLASS A DEFINITIVE NOTES

                  3.5      If the Issuer Trustee is required to issue Class A
                           Definitive Notes following an event specified in
                           clause 3.4 but fails to do so within 30 days of
                           surrender to the Issuer Trustee of the Class A
                           Book-Entry Notes in accordance with clause 3.4 then
                           the Issuer Trustee must, subject to clause 23,
                           indemnify the Note Trustee, the Class A Noteholders
                           and Class A Note Owners, and keep them indemnified,
                           against any loss or damage incurred by any of them if
                           the amount received by the Note Trustee, the Class A
                           Noteholders or Class A Note Owners, respectively, is
                           less than the amount that would have been received
                           had Class A Definitive Notes been issued. If the
                           Issuer Trustee breaches its obligations under clause
                           3.4, it is acknowledged and agreed that damages alone
                           will not be an adequate remedy for such a breach and
                           that, in addition to any other rights they may have,
                           the Note Trustee, the Class A Noteholders and the
                           Class A Note Owners are entitled to sue the Issuer
                           Trustee for specific performance, injunctive relief
                           or other equitable relief to enforce the Issuer
                           Trustee's obligations under clause 3.4.

4        CLASS A NOTE REGISTER
--------------------------------------------------------------------------------
MAINTENANCE OF CLASS A NOTE REGISTER

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

PROVISION OF CLASS A NOTEHOLDER INFORMATION

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

<PAGE>

                                                                              8
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                           A Noteholders, provided that the Issuer Trustee
                           will not have any obligations pursuant to this
                           clause 4.2 while the Class A Notes are all Class A
                           Book-Entry Notes.

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

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

CLASS A NOTE REGISTER CONCLUSIVE

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

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

6        APPLICATION OF MONEYS RECEIVED BY THE NOTE TRUSTEE
--------------------------------------------------------------------------------
DECLARATION OF TRUST

                  6.1      All moneys received by the Note Trustee in respect of
                           the Class A Notes or amounts payable under this deed
                           shall, despite any appropriation of all or part of
                           them by the Issuer Trustee, be held by the Note
                           Trustee on trust to apply them (subject to clause
                           6.2):

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

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

                           (c)      thirdly, in payment of any balance to the
                                    Issuer Trustee for distribution in
                                    accordance with the Master Trust Deed and
                                    the

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                                                                              9
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                           Supplemental Deed in respect of the Trust.

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

ACCUMULATION

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

INVESTMENT

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

7        COVENANTS
--------------------------------------------------------------------------------
 THE ISSUER TRUSTEE AND THE GLOBAL TRUST MANAGER

                  7.1      So long as any Class A Note is outstanding, each of
                           the Issuer Trustee and the Global Trust Manager
                           severally covenants in favour of the Note Trustee
                           that it:

                           (a)      (CLASS A NOTES) will comply with all of its
                                    obligations under the Class A Notes (as if
                                    the provisions of the Class A Notes,
                                    including the Class A Note Conditions, were
                                    set out in full in this deed);

                           (b)      (TRANSACTION DOCUMENTS):

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                                                                             10
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                                    (i)      will comply with, perform and
                                             observe all of its material
                                             obligations under all the other
                                             Transaction Documents to which it
                                             is a party; and

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

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

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

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

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

                           (e)      (NOTICES TO CLASS A NOTEHOLDERS) will send
                                    to the Note Trustee the form of each notice
                                    to be given to Class A Noteholders and Class
                                    A Note Owners and, once given, two copies of
                                    each such notice, such notice to be in a
                                    form previously approved by the Note
                                    Trustee;
<PAGE>

                                                                             11
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                           (f)      (FURTHER ACTS) will so far as permitted by
                                    applicable law, do such further things as
                                    may be necessary in the opinion of the Note
                                    Trustee to give effect to this deed;

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

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

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

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

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

                                    (ii)     within 120 days after the end of
                                             each financial year of the Trust
                                             (commencing on the financial year
                                             ending in 30 September 2001), a
                                             legal opinion either stating that
                                             such action has been taken with
                                             respect to the recording, filing,
                                             re-recording (if any) and re-filing
                                             (if any) of the Deed of Charge in
                                             respect of the Trust as is
                                             necessary to maintain the Security
                                             Interest created by such Deed of
                                             Charge, and reciting the details of
                                             such action or stating that no such
                                             action, is necessary to maintain
                                             such Security Interest;

<PAGE>
                                                                             12
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                           (k)      (CHANGE OF GLOBAL TRUST MANAGER) will, in
                                    the case of the Issuer Trustee only,
                                    promptly notify the Note Trustee of any
                                    retirement or replacement of the Global
                                    Trust Manager pursuant to clause 23 of the
                                    Master Trust Deed and of the appointment of
                                    a replacement Global Trust Manager;

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

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

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

COVENANTS BETWEEN ISSUER TRUSTEE AND GLOBAL TRUST MANAGER

                  7.2      (a)

                           (a)      (OBLIGATIONS OF GLOBAL TRUST MANAGER):
                                    Without limiting any other obligations of
                                    the Global Trust Manager pursuant to any
                                    Transaction Document, the Global Trust
                                    Manager covenants in favour of the Issuer
                                    Trustee to prepare and submit to the Issuer
                                    Trustee all documents required to be filed
                                    with or submitted to the Commission or the
                                    Luxembourg Stock Exchange by the Issuer
                                    Trustee in relation to the Class A Notes,
                                    the Trust or this deed at least, where
                                    possible, 5 Business Days before such filing
                                    or submission is required and to take such
                                    other actions as may reasonably be taken by
                                    the Global Trust Manager to perform or
                                    ensure the performance by the Issuer Trustee
                                    of its obligations under the TIA, the
                                    Exchange Act or the listing rules of the
                                    Luxembourg Stock Exchange in relation to the
                                    Class A Notes, the Trust or this deed. No
                                    breach by the Issuer Trustee of any
                                    obligation under the TIA, the Exchange Act,
                                    the listing rules of the Luxembourg Stock
                                    Exchange or this deed will be considered to
                                    be fraudulent, negligent or breach of trust
                                    for the purposes of clause 23.3 to the
                                    extent that it results from a breach by the
                                    Global Trust Manager of this clause 7.2(a).

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                                                                             13
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                           (b)      (OBLIGATION OF ISSUER TRUSTEE): Subject to
                                    compliance by the Global Trust Manager with
                                    clause 7.2(a), the Issuer Trustee covenants
                                    in favour of the Global Trust Manager to
                                    sign all documents and do all things
                                    reasonably requested by the Global Trust
                                    Manager in relation to the compliance by the
                                    Issuer Trustee or the Global Trust Manager
                                    of its obligations under the TIA, the
                                    Exchange Act or the listing rules of the
                                    Luxembourg Stock Exchange in relation to the
                                    Class A Notes, the Trust or this deed.

8        ENFORCEMENT
------------------------------------------------------------------------------
ACTIONS FOLLOWING EVENT OF DEFAULT

                  8.1      If an Event of Default has occurred in respect of the
                           Trust, the Note Trustee must:

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

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

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

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

                           (a)      (ENFORCE FOLLOWING DEFAULT) in the event of
                                    a default in repayment of the principal or
                                    payment of interest by the Issuer Trustee in

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                                                                             14
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                                    respect of any Class A Note when and as the
                                    same shall become due and payable, which
                                    default has continued for a period of 10
                                    days, to recover judgment, in its own name
                                    and as the Note Trustee, against the Issuer
                                    Trustee upon the Class A Notes for the whole
                                    amount of such principal and interest
                                    remaining unpaid;

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

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

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

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

EVIDENCE OF DEFAULT

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

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

                           (b)      as regards any Interest Amount, the Issuer
                                    Trustee has not paid any interest due in
                                    respect of that Interest Amount shall
                                    (unless the contrary is proved) be
                                    sufficient evidence that the Issuer Trustee
                                    has not paid that interest on all other
                                    Interest Amounts in respect of which the
                                    relevant payment is then due.

OVERDUE INTEREST

                  8.4      The rates of interest payable in respect of any Class
                           A Note which has become due and repayable in full and
                           which has not been repaid shall be

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                                                                             15
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                           calculated at three-monthly intervals, commencing
                           on the expiry of the Interest Period during which
                           the Class A Note became due and repayable in
                           accordance with the provisions of Condition 6.4,
                           except that no notices need be given to Class A
                           Noteholders in relation to that interest.

RESTRICTIONS ON ENFORCEMENT

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

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

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

LIABILITY FOR ENFORCEMENT

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

                  8.7      The Note Trustee will not be liable for any loss,
                           expense or liability which may be suffered as a
                           result of any assets secured by the Master Security
                           Trust Deed and the Deed of Charge in respect of the
                           Trust, the Secured Property or any deeds or documents
                           of title thereto being uninsured or inadequately
                           insured or by clearing organisations or their
                           operator or by any person on behalf of the Security
                           Trustee or the Note Trustee, except where caused by
                           its fraud, negligence or breach of trust.

                  8.8      In giving any direction to the Security Trustee under
                           this deed or the Master Security Trust Deed, the Note
                           Trustee shall not be obliged to ensure that the
                           Security Trustee complies with such direction and
                           will not be

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                                                                             16
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                           liable for failure by the Security Trustee so to
                           comply.

9        PROCEEDINGS
------------------------------------------------------------------------------
ACTING ONLY ON DIRECTION

                  9.1      (a)

                           (a)      Subject to paragraph (b), the Note Trustee
                                    may but shall not be bound to vote under the
                                    Master Security Trust Deed and the Deed of
                                    Charge in respect of the Trust, or otherwise
                                    direct the Security Trustee under the Master
                                    Security Trust Deed and the Deed of Charge
                                    in respect of the Trust, or take any
                                    proceedings, actions or steps under, or any
                                    other proceedings pursuant to or in
                                    connection with, the Master Security Trust
                                    Deed and the Deed of Charge in respect of
                                    the Trust, this deed or any Class A Notes
                                    unless directed or requested to do so by an
                                    Extraordinary Resolution of the Class A
                                    Noteholders and then only if the Note
                                    Trustee is indemnified to its satisfaction
                                    against all actions, proceedings, claims and
                                    demands to which it may render itself liable
                                    and all costs, charges, damages and expenses
                                    which it may incur by so doing.

                           (b)      So long as any of the Class A Notes remain
                                    outstanding, the Note Trustee shall not, and
                                    shall not be bound to, act at the request or
                                    direction of any Class A Noteholders other
                                    than the Class A Noteholders under paragraph
                                    (a) unless:

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

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

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

SECURITY TRUSTEE ACTING

                  9.2      Only the Security Trustee may enforce the provisions
                           of the Master Security Trust Deed and the Deed of
                           Charge in respect of the Trust and neither the Note
                           Trustee nor any Class A Noteholder is entitled to
                           proceed directly against the Issuer Trustee to
                           enforce the performance of any of the provisions of
                           the Deed of Charge, the Master Security Trust Deed or
                           the Class A Notes (including the Class A Note
                           Conditions) except that if the Security Trustee,
                           having become bound to take steps and/or to proceed
                           under the Master Security Trust Deed and the Deed of

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                                                                             17
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                           Charge in respect of the Trust, fails to do so within
                           7 Business Days and such failure is continuing, the
                           Note Trustee failing which the Class A Noteholders
                           may proceed directly against the Issuer Trustee but
                           then only if and to the extent the Note Trustee,
                           failing which the Class A Noteholders, are able to do
                           so under Australian law.

NOTE TRUSTEE ALONE ENTITLED TO ACT

                  9.3      Only the Note Trustee may:

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

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

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

10       REMUNERATION AND INDEMNIFICATION OF THE NOTE TRUSTEE
------------------------------------------------------------------------------
NORMAL REMUNERATION

                  10.1     So long as any Class A Note is outstanding, the
                           Issuer Trustee shall pay the Note Trustee a fee as
                           remuneration for its services as note trustee, in an
                           amount equal to such sum on such dates in each case
                           as may be agreed from time to time with the Issuer
                           Trustee. Such remuneration shall accrue from day to
                           day from the date of this deed until the Trust is
                           terminated, and is to be paid personally by the
                           Issuer Trustee and not from the Assets of the Trust.

EXTRA REMUNERATION

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

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                                                                             18
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                           merchant bank's fee shall be paid by the Issuer
                           Trustee. The determination of such merchant or
                           investment bank shall be conclusive and binding on
                           the Issuer Trustee, the Note Trustee and the Class A
                           Noteholders.

EXPENSES

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

INDEMNITY

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

CONTINUING EFFECT

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

11       SUPPLEMENTAL PROVISIONS
------------------------------------------------------------------------------
LIABILITY TO ACCOUNT

                  11.1     The Note Trustee is under no obligation to account to
                           any Interested Person for any moneys received
                           pursuant to this deed or any other Transaction
                           Document other than those received by the Note
                           Trustee from the Issuer Trustee or received or
                           recovered by the Note Trustee under this deed or any
                           other Transaction Document, subject always to such
                           deductions and withholdings by the Note Trustee as
                           are authorised by this deed. Obligations of the Note
                           Trustee to any Interested Person or any other person
                           under or in connection with this deed can only be
                           enforced against the Note Trustee to the extent to
                           which they can be satisfied out of such moneys in
                           accordance with this deed.

CLASS A NOTES

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

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                                                                             19
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                           cancellation of any Note.

ADVICE

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

NOTE TRUSTEE TO ASSUME PERFORMANCE

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

RESOLUTIONS OF CLASS A NOTEHOLDERS

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

RELIANCE

                  11.6     Subject to clause 15.2(b), the Note Trustee is, for
                           any purpose and at any time, entitled to rely on, act
                           upon, accept and regard as conclusive and sufficient
                           (without being in any way bound to call for further
                           evidence or information or being responsible for any
                           loss that may be occasioned by such reliance,
                           acceptance or regard) any of the following:

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

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

                           (c)      all statements (including statements made or
                                    given to the best of the maker's knowledge
                                    and belief or similarly qualified) contained
                                    in any information, report, balance sheet,
                                    profit and loss account, certificate,
                                    opinion or statement given pursuant to or

<PAGE>

                                                                             20
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                                    in relation to this deed, the Master
                                    Security Trust Deed, the Deed of Charge
                                    in respect of the Trust, the Master Trust
                                    Deed or the Supplemental Deed in respect
                                    of the Trust provided the Note Trustee
                                    shall examine, where applicable, the
                                    evidence furnished to it pursuant to any
                                    provision of this deed to determine
                                    whether or not such evidence conforms to
                                    the requirements of this deed;

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

                           (e)      notices and other information supplied to
                                    the Note Trustee under this deed,

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

CERTIFICATE SIGNED BY AUTHORISED PERSON

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

SIGNATURES

                  11.8     The Note Trustee may rely in good faith on the
                           validity of any signature on any Note, transfer, form
                           or application or other instrument or document unless
                           the Note Trustee has reason to believe that the
                           signature is not genuine. The Note Trustee is not
                           liable to make good out of its own funds any loss
                           incurred by any person if a signature is forged or
                           otherwise fails to bind the person whose signature it
                           purports to be or on whose behalf it purports to be
                           made.

DEPOSIT OF DOCUMENTS

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

DISCRETION

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

<PAGE>

                                                                             21
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AGENTS

                  11.11    Whenever it considers it expedient in the interests
                           of the Class A Noteholders, the Note Trustee may, in
                           the conduct of its trust business, instead of acting
                           personally, employ and pay an agent selected by it,
                           whether or not a lawyer or other professional person,
                           to transact or conduct, or concur in transacting or
                           conducting, any business and to do or concur in doing
                           all acts required to be done by the Note Trustee
                           (including the receipt and payment of money). The
                           Note Trustee remains liable for the acts or omissions
                           of an agent except where the Note Trustee has acted
                           in good faith and without negligence or breach of
                           trust in relation to the appointment of the agent.
                           The Note Trustee is not bound to supervise the
                           proceedings or acts of any such agent.

DELEGATION

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

APPLICATION TO COURT

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

INTERESTS OF CLASS A NOTEHOLDERS

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

ASSUMPTION AS TO PREJUDICE

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


<PAGE>

                                                                             22
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RATINGS

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

VALIDITY OF TRANSACTION DOCUMENTS

                  11.17    The Note Trustee is not responsible for the
                           execution, delivery, legality, effectiveness,
                           adequacy, genuineness, validity, performance,
                           enforceability, admissibility in evidence, form or
                           content of this deed or any other Transaction
                           Document in respect of the Trust (other than the
                           execution and delivery by it of this deed and each
                           other Transaction Document in respect of the Trust to
                           which it is expressed to be a party and the
                           performance of those obligations expressed to be
                           binding on it under this deed and such Transaction
                           Documents) and is not liable for any failure to
                           obtain any licence, consent or other authority for
                           the execution, delivery, legality, effectiveness,
                           adequacy, genuineness, validity, performance,
                           enforceability or admissibility in evidence of this
                           deed or any other Transaction Document in respect of
                           the Trust except to the extent specifically provided
                           in this deed or such Transaction Document. The Note
                           Trustee is not responsible for recitals, statements,
                           warranties or representations of any party (other
                           than itself) contained in any Transaction Document in
                           respect of the Trust (and is entitled to assume the
                           accuracy and correctness thereof).

DEFECT IN SECURITY

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

CLASS A NOTEHOLDERS RESPONSIBLE

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

LIMIT ON OBLIGATION

                  11.20    No provision of this deed or any other Transaction
                           Document requires the Note Trustee to do anything
                           which may be contrary to any applicable law or
                           regulation or to expend or risk its own funds or
                           otherwise incur any financial liability in the
                           performance of any of its duties, or in the exercise
                           of any of its rights or powers, if it shall have
                           reasonable grounds for believing that repayment of
                           such funds or full indemnity against such risk or
                           liability is not assured to it. Except for the
                           obligations imposed on it under this deed, the Class
                           A Notes or any
<PAGE>
                                                                             23
-------------------------------------------------------------------------------
                           other Transaction Document, the Note Trustee
                           is not obliged to do or omit to do any thing,
                           including entering into any transaction or incurring
                           any liability unless the Note Trustee's liability, is
                           limited in a manner satisfactory to the Note Trustee
                           in its absolute discretion.

NO LIABILITY FOR BREACH

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

DISPUTE OR AMBIGUITY

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

LOSS TO CHARGED PROPERTY

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

FORGED CLASS A NOTES

                  11.24    The Note Trustee shall not be liable to the Issuer
                           Trustee or any Class A Noteholder by reason of having
                           accepted as valid or not having rejected any Note
                           purporting to be such and later found to be forged or
                           not authentic.

CONFIDENTIALITY

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

DISCLOSURE

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

DETERMINATIONS CONCLUSIVE

<PAGE>

                                                                             24
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                  11.27    As between itself and the Class A Noteholders, the
                           Note Trustee may determine all questions and doubts
                           arising in relation to any of the provisions of this
                           deed or the Class A Note Conditions. Such
                           determinations, whether made upon such a question
                           actually raised or implied in the acts or proceedings
                           of the Note Trustee, shall be conclusive and shall
                           bind the Note Trustee and the Class A Noteholders.

CURRENCY CONVERSION

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

CLASS A NOTES HELD BY THE ISSUER TRUSTEE ETC

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

LEGAL OPINIONS

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

NO LIABILITY FOR TAX ON PAYMENTS

                  11.31    The Note Trustee has no responsibility whatsoever to
                           any Class A Noteholder or any other person in
                           relation to any deficiency in a payment by the Note
                           Trustee to any Class A Noteholders if that deficiency
                           arises as a result of the Note Trustee or the Issuer
                           Trustee being subject to any Tax in respect of that
                           payment, the Secured Property in respect of the
                           Trust, the Master Security Trust Deed, this deed or
                           any income or proceeds from them.

POWERS ADDITIONAL

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

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


<PAGE>

                                                                             25
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13       WAIVER
--------------------------------------------------------------------------------
WAIVER
                           The Note Trustee may, without the consent of the
                           Class A Noteholders and without prejudice to its
                           rights in respect of any subsequent breach, from time
                           to time and at any time, if in its opinion the
                           interests of the Class A Noteholders will not be
                           materially prejudiced thereby, waive or authorise, on
                           such terms as seem expedient to it, any breach or
                           proposed breach by the Issuer Trustee of this deed or
                           the Class A Note Conditions provided that the Note
                           Trustee shall not do so in contravention of an
                           express direction given by an Extraordinary
                           Resolution of the Class A Noteholders or a request
                           made pursuant to Condition 10.1. No such direction or
                           request will affect a previous waiver, authorisation
                           or determination. Any such waiver, authorisation or
                           determination shall be binding on the Class A
                           Noteholders and, if the Note Trustee so requires,
                           will be notified to the Class A Noteholders as soon
                           as practicable.

14       NOTE TRUSTEE NOT PRECLUDED FROM ENTERING INTO CONTRACTS
--------------------------------------------------------------------------------

                           The Note Trustee and any other person (including any
                           director or officer of the Note Trustee), whether or
                           not acting for itself, may acquire, hold or dispose
                           of any Class A Note or other security (or any
                           interest therein) of the Issuer Trustee or any other
                           person, may enter into or be interested in any
                           contract or transaction with the Issuer Trustee or
                           any other party to a Transaction Document in respect
                           of the Trust and may act on, or as depository or
                           agent for, any committee or body of holders of any
                           securities of any such person in each case with the
                           same rights as it would have had if the Note Trustee
                           were not acting as Note Trustee and need not account
                           for any profit or commission received in connection
                           with such arrangements. This clause 14 only applies
                           if the Note Trustee is subject to section 311(a) of
                           the TIA.

15       DUTIES OF NOTE TRUSTEE
--------------------------------------------------------------------------------
NOTE TRUSTEE'S GENERAL DUTIES

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

DUTIES PRIOR TO AN EVENT OF DEFAULT

                  15.2     Prior to an Event of Default in respect of the Trust:

                           (a)      the Note Trustee shall not be liable except
                                    for the performance of such duties as are
                                    specifically set out in this deed, the Class
                                    A Notes (including the Class A Note
                                    Conditions) or any other


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                                                                             26
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                                    Transaction Document in respect of
                                    the Trust to which it is a party and
                                    no implied covenants or obligations on
                                    the part of the Note Trustee are to be read
                                    into this deed (subject to the mandatory
                                    requirements of the TIA); and

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

DUTIES FOLLOWING AN EVENT OF DEFAULT

                  15.3     If an Event of Default has occurred in respect of the
                           Trust and is subsisting, the Note Trustee shall
                           exercise the rights and powers vested in it by this
                           deed and use the same degree of care and skill in
                           their exercise as a prudent person would exercise or
                           use under the circumstances in the conduct of such
                           person's own affairs.

CERTAIN LIMITATIONS OF LIABILITY WHERE ACTING IN GOOD FAITH

                  15.4     The Note Trustee shall not be liable under this deed
                           or any Transaction Document in respect of the Trust
                           for any error of judgment made in good faith by an
                           Authorised Person of the Note Trustee unless it is
                           proved that the Note Trustee was negligent in
                           ascertaining the pertinent facts.

NOTE TRUSTEE NOT RELIEVED OF LIABILITY FOR NEGLIGENCE

                  15.5     Subject to clauses 15.2 and 15.4, nothing in this
                           deed will relieve the Note Trustee from liability for
                           its own negligent action, its own negligent failure
                           to act or its own breach of trust. Section 315(d)(3)
                           of the TIA is expressly excluded by this deed.

PREFERRED COLLECTION OF CLAIMS AGAINST ISSUER TRUSTEE

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

COMPLIANCE WITH SECTION 310 OF THE TIA

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

                  15.8     (CAPITAL): Without limiting the foregoing, the Note
                           Trustee must ensure that it all times has a combined
                           capital and surplus (as those terms are used in the
                           TIA) of at least US$50,000,000 as set forth in its
                           most recent published annual report of condition.

                  15.9     (SECTION 310(b) OF TIA): The Note Trustee must at all
                           times comply with section 310(b) of the TIA, provided
                           that any indenture or indentures


<PAGE>

                                                                             27
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                           under which other securities of the Issuer
                           Trustee are outstanding will be excluded from the
                           operation of section 310(b)(1) of the TIA if the
                           requirements for such exclusion set out in section
                           310(b)(1) of the TIA are met.

TRANSACTION DOCUMENTS

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

16       AMENDMENT
-------------------------------------------------------------------------------
AMENDMENT BY NOTE TRUSTEE

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

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

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

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

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


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                                                                             28
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                                    (i)      is not in the opinion of the Note
                                             Trustee likely, upon coming into
                                             effect, to be materially
                                             prejudicial to the interests of
                                             Class A Noteholders; or

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

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

AMENDMENTS REQUIRING CONSENT OF ALL CLASS A NOTEHOLDERS

                  16.2     The Note Trustee, the Global Trust Manager and the
                           Issuer Trustee may together agree by way of
                           supplemental deed to make or effect a Payment
                           Modification to this deed or the Class A Notes
                           (including the Class A Note Conditions) if, and only
                           if, the consent has first been obtained of each Class
                           A Noteholder to such Payment Modification.

COMPLIANCE WITH TIA

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

NO CURRENT RATING AGENCY DOWNGRADE

                  16.4     The Note Trustee will be entitled to assume that any
                           proposed alteration, addition or revocation, other
                           than a Payment Modification, will not be materially
                           prejudicial to the interests of Class A Noteholders
                           if each Current Rating Agency confirms in writing
                           that if the alteration, addition or revocation is
                           effected this will not lead to a reduction,
                           qualification or withdrawal of the then rating given
                           to the Class A Notes by the Current Rating Agency.

DISTRIBUTION OF AMENDMENTS

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

AMENDMENTS BINDING ON CLASS A NOTEHOLDERS

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                                                                             29
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                  16.6     Any alteration, addition or revocation of a provision
                           of this deed or the Class A Notes made pursuant to
                           this clause 16 is binding on all Class A Noteholders.

17       REPORTS
--------------------------------------------------------------------------------
REPORTS BY NOTE TRUSTEE

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

REPORTS BY GLOBAL TRUST MANAGER

                  17.2     The Global Trust Manager covenants that it will:

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

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

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

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

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

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                                                                             30
-------------------------------------------------------------------------------
                                    time by such rules and regulations; and

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

RESTRICTED SECURITIES

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

18       APPOINTMENT, RETIREMENT AND REMOVAL OF THE NOTE TRUSTEE
--------------------------------------------------------------------------------
APPOINTMENT

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

RETIREMENT OF NOTE TRUSTEE

                  18.2     The Note Trustee covenants that it will retire as
                           Note Trustee if:

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

                           (b)      (CEASES TO CARRY ON BUSINESS): it ceases to
                                    carry on business;

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

                           (d)      (CLASS A NOTEHOLDERS REQUIRE RETIREMENT): it
                                    is so directed by the

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                                                                             31
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                                    Extraordinary Resolution of the Class A
                                    Noteholders;

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

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

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

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

                           (f)      (CHANGE IN OWNERSHIP): there is a change in
                                    ownership of 50% or more of the issued
                                    equity share capital of the Note Trustee
                                    from the position as at the date of this
                                    deed or effective control of the Note
                                    Trustee alters from the position as at the
                                    date of this deed unless in either case
                                    approved by the Global Trust Manager (whose
                                    approval must not be unreasonably withheld);
                                    or

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


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

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

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

NOTE TRUSTEE MAY RETIRE
                  18.4     The Note Trustee may retire at any time as trustee
                           under this deed upon giving


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                                                                             32
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                           3 months (or such lesser time as the Global
                           Trust Manager, the Issuer Trustee and the
                           Note Trustee agree) notice in writing to the
                           Issuer Trustee, the Global Trust Manager, the
                           Security Trustee and each Current Rating Agency,
                           without giving any reason and without being
                           responsible for any liabilities incurred by reason of
                           such retirement provided that such retirement is in
                           accordance with this deed, provided further that no
                           such period of notice of retirement may expire within
                           the period of 30 days preceding each Payment Date.
                           Upon such retirement, the Note Trustee, subject to
                           any approval required by law, may appoint in writing
                           any other Eligible Trust Corporation that is approved
                           by the Global Trust Manager, which approval must not
                           be unreasonably withheld by the Global Trust Manager,
                           as Note Trustee in its stead and whose appointment is
                           confirmed by each Current Rating Agency not to result
                           in an Adverse Rating Effect in respect of the Class A
                           Notes. If the Note Trustee does not propose a
                           replacement by the date which is 1 month prior to the
                           date of its proposed retirement, the Global Trust
                           Manager is entitled to appoint a Substitute Note
                           Trustee, which must be an Eligible Trust Corporation
                           that is approved by each Current Rating Agency, as of
                           the date of the proposed retirement.

APPOINTMENT OF SUBSTITUTE NOTE TRUSTEE BY CLASS A NOTEHOLDERS
                  18.5     Notwithstanding clauses 18.2, 18.3 and 18.4, no
                           retirement or removal of the Note Trustee will be
                           effective until a substitute note trustee has been
                           appointed in its place. If a substitute note trustee
                           has not been appointed under clauses 18.2, 18.3 and
                           18.4 at a time when the position of Note Trustee
                           would, but for this clause 18.5, become vacant in
                           accordance with those clauses, the Issuer Trustee
                           must promptly advise the Class A Noteholders who may
                           appoint an Eligible Trust Corporation nominated to
                           act as Note Trustee.

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

                  18.7     Any corporation:

                           (a)      into which the Note Trustee is merged;

                           (b)      with which the Note Trustee is consolidated;

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


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                                                                             33
-------------------------------------------------------------------------------
                           (d)      to which the Note Trustee sells or otherwise
                                    transfers all or substantially all the
                                    assets of its corporate trust business,

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

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

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

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

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

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

EXTENT OF DISCHARGE
                  20.2     Any amount received or recovered in a currency other
                           than U.S. Dollars (whether as a result of, or of the
                           enforcement of, a judgment or order of a court of any
                           jurisdiction, in the winding-up or dissolution of the
                           Issuer Trustee or otherwise), by the Note Trustee or
                           any Class A Noteholder in respect of any sum
                           expressed to be due to it from the Issuer Trustee
                           shall only discharge the Issuer Trustee to the extent
                           of the U.S. Dollar amount which the recipient is able
                           to purchase with the


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                                                                             34
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                           amount so received or recovered in that other
                           currency on the date of that receipt or
                           recovery (or, if it is not practicable to make that
                           purchase on that date, on the first date on which it
                           is practicable to do so).

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

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

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

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

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

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

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

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

                           (f)      (AUTHORISATION): all consents, licences,
                                    approvals and authorisations


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                                                                             35
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                                    of every Governmental Agency required to
                                    be obtained by it in connection with the
                                    execution, delivery and performance of this
                                    deed in its personal capacity have been
                                    obtained and are valid and subsisting; and

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

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

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

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

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

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

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

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

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

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

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


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                                                                             36
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BY THE NOTE TRUSTEE
                  21.3     The Note Trustee represents and warrants to the
                           Issuer Trustee and the Global Trust Manager that:

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

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

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

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

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

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

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

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

                           (i)      (NO LITIGATION): no litigation,
                                    arbitration, dispute or
                                    administrative proceeding has been
                                    commenced or is pending or, to the
                                    knowledge of the Note Trustee,
                                    threatened by any person which will,
                                    or is likely to, have a material and
                                    adverse effect on the ability of the
                                    Note Trustee to perform its
                                    obligations under this deed.
22       NOTICES
-------------------------------------------------------------------------------
NOTICES
                  22.1     Subject to clauses 22.4, 22.5 and 22.6, any notice,
                           approval, consent or other


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                                                                             37
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                           communication in connection with this deed:

                           (a)      must be given by an Authorised Person 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, or sent by e-mail to the e-mail
                                    address of the addressee specified in clause
                                    22.2 or any other address, facsimile number
                                    or e-mail address any party may from time to
                                    time notify to the other parties as its
                                    address for service of communications
                                    pursuant to this deed.

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

                               ISSUER TRUSTEE:

                               Address:          Level 3
                                                 39 Hunter Street
                                                 Sydney NSW 2000
                               Facsimile:        (02) 9221 7870
                               Attention:        Manager, Securitisation
                               E-mail   :        (as notified from time to time)

                               GLOBAL TRUST MANAGER:

                               Address:          7301 Baymeadows Way
                                                 Jacksonville  Florida  32256
                                                 United States of America
                               Facsimile:        904 281 3062
                               Attention:        General Counsel
                               E-mail   :        rjjacobs@homeside.com

                               NOTE TRUSTEE:

                               Address:          101, 21W Barclay Street
                                                 New York, New York 10286
                                                 United States of America
                               Facsimile:        (212) 815 3522
                               Attention:        Global Structured Products Unit
                               E-mail   :        as notified from time to time

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

RECEIPT
                  22.4     A letter, e-mail or facsimile is taken to be
                           received:

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


<PAGE>

                                                                             38
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                           (b)      in the case of a facsimile, on production of
                                    a transmission report by the machine from
                                    which the facsimile was sent which indicates
                                    that the facsimile was sent in its entirety
                                    to the facsimile number of the recipient
                                    notified for the purpose of this clause; and

                           (c)      in the case of an e-mail, on receipt by the
                                    sender of an e-mail confirmation that the
                                    e-mail was delivered in its entirety to the
                                    e-mail address 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.

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

23       LIMITED RECOURSE
--------------------------------------------------------------------------------
                           Clause 2 of the Definitions Schedule applies to this
                           deed as if set out in full in it (with any
                           consequential changes as are necessary to give effect
                           to that clause in this deed).

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

25       TRUST INDENTURE ACT
--------------------------------------------------------------------------------
CERTIFICATES AND OPINIONS
                  25.1     (a)

                           (a)      (CLASS A NOTE CONDITIONS PRECEDENT) Upon any
                                    application or request by the Issuer Trustee
                                    to the Note Trustee to take any action under
                                    any provision of this deed, the Issuer
                                    Trustee must furnish to the Note Trustee:

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

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

                                    (iii)    if required by the TIA, a
                                             certificate from an accountant


<PAGE>

                                                                             39
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                                             meeting the applicable requirements
                                             of section 314(c)(3) of the TIA,

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

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

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

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

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

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

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

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

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

                                    (iii)    a statement that, in the opinion of
                                             each such signatory, such signatory
                                             has made such examination or
                                             investigation


<PAGE>

                                                                             40
-------------------------------------------------------------------------------
                                             as is necessary to enable such
                                             signatory to express an informed
                                             opinion as to whether or not such
                                             covenant or condition has been
                                             complied with; and

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

UNDERTAKING FOR COSTS
                  25.2     (a)

                           (a)      (UNDERTAKING) Subject to clause 25.2(b), all
                                    parties to this deed agree, and each Class A
                                    Noteholder by such Class A Noteholder's
                                    acceptance of the Class A Notes are deemed
                                    to have agreed, that any court may in its
                                    discretion require, in any suit for the
                                    enforcement of any right or remedy under
                                    this deed, or in any suit against the Note
                                    Trustee for any action taken, suffered or
                                    omitted by it as the Note Trustee, the
                                    filing by any party litigant in such suit of
                                    an undertaking to pay the costs of such
                                    suit, and that such court may in its
                                    discretion assess reasonable costs,
                                    including reasonable attorneys' fees,
                                    against any party litigant in such suit,
                                    having due regard to the merits and good
                                    faith of the claims or defences made by such
                                    party litigant.

                           (b)      (EXCEPTIONS)The provisions of clause 25.2(a)
                                    shall not apply to:

                                    (i)      any suit instituted by the Note
                                             Trustee;

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

                                    (iii)    any suit instituted by any Class A
                                             Noteholder for the enforcement of
                                             the payment of principal or
                                             interest on any Class A Note on or
                                             after the respective due dates
                                             expressed in such Class A Note and
                                             in this deed.

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

UNCONDITIONAL RIGHTS OF CLASS A NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST
                  25.4     Notwithstanding any other provisions in this deed,
                           any Class A Noteholder shall have the right, which is
                           absolute and unconditional, to receive payment of the
                           principal of and interest, if any, on each Class A
                           Note held by it on or after the respective due dates
                           thereof expressed in such Class A Note or in this
                           deed or to institute suit for the enforcement of any
                           such payment, and such right shall not be impaired
                           without the consent of such Class A Noteholder,
                           except to the extent that this deed or the Master
                           Security Trust Deed contains provisions limiting or
                           denying the right of any Class A Noteholder to
                           institute any such suit, if and to the extent that
                           the institution or prosecution thereof or the entry
                           of judgment therein would, under applicable law,
                           result in the

<PAGE>
                                                                             41
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                           surrender, impairment, waiver or loss of the
                           Security Interest created by the Master Security
                           Trust Deed upon any property subject to such
                           Security Interest.

CONFLICT WITH TRUST INDENTURE ACT

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

26       MISCELLANEOUS
--------------------------------------------------------------------------------
CERTIFICATE

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

EXERCISE OF RIGHTS

                  26.2     The Issuer Trustee, Global Trust Manager, Note
                           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 person does not prevent
                           a further exercise of that or an exercise of any
                           other right, power or remedy. Failure by the person
                           to exercise or delay in exercising a right, power or
                           remedy does not prevent its exercise. The person with
                           the right, power or remedy is not liable for any loss
                           caused by its exercise, attempted exercise, failure
                           to exercise or delay in exercising it except in the
                           case of its fraud or wilful default or, in the case
                           of the Issuer Trustee, Global Trust Manager or Note
                           Trustee, negligence, fraud or breach of trust.

WAIVER AND VARIATION

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

SUPERVENING LEGISLATION

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

APPROVALS AND CONSENT

                  26.5     The Issuer Trustee, the Global Trust Manager, Note
                           Trustee or an attorney appointed under this deed may
                           give conditionally or unconditionally or


<PAGE>

                                                                             42
-------------------------------------------------------------------------------
                           withhold its approval or consent in its absolute
                           discretion, unless this deed expressly provides
                           otherwise.

REMEDIES CUMULATIVE

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

INDEMNITIES

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

TIME OF THE ESSENCE

                  26.8     Time is of the essence in this deed in respect of an
                           obligation of the Issuer Trustee or Note Trustee to
                           pay money.

RECEIPTS

                  26.9     The receipt of a Receiver, or an Authorised Person of
                           the Issuer Trustee or Note Trustee, releases the
                           person paying money to the Receiver, the Issuer
                           Trustee ore the Note 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

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

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

DISCLOSURE OF INFORMATION

                  26.12    Subject to this deed, the Issuer Trustee and the Note
                           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 Issuer Trustee and the Note Trustee
                           in connection with this deed.
RIGHTS CUMULATIVE

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


<PAGE>

                                                                             43
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SIGNATURES

                  26.14    The Issuer Trustee, the Global Trust Manager and the
                           Note Trustee may rely on the validity of any
                           signature on any transfer, form of application or
                           other instrument or document unless the Issuer
                           Trustee, the Global Trust Manager or the Note Trustee
                           (as the case may be) has reasonable grounds to
                           believe that the signature is not genuine. Neither
                           the Issuer Trustee, the Global Trust Manager nor the
                           Note Trustee is liable to make good out of its own
                           funds any loss incurred by any person if a signature
                           is forged or otherwise fails to bind the person whose
                           signature it purports to be or on whose behalf it
                           purports to be made. Any such loss, subject to any
                           right of reimbursement from any other person
                           (including the Global Trust Manager) is to be borne
                           by the relevant Trust in respect of which the loss is
                           incurred.

MEETINGS

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

27       GOVERNING LAW
--------------------------------------------------------------------------------
GOVERNING LAW

                  27.1     This deed and each Trust are governed by the law in
                           force in the Australian Capital Territory and the
                           rights, liabilities and obligations of the Global
                           Trust Manager, the Issuer Trustee, the Note Trustee,
                           the Unitholders and the Secured Creditors are
                           governed by the laws in force in the Australian
                           Capital Territory.

SUBMISSION TO JURISDICTION

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

SERVICE

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

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

EXECUTED as a deed.

<PAGE>

                                                                             44
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SCHEDULE 1                        FORM OF CLASS A NOTE
--------------------------------------------------------------------------------

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


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

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

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

               PERPETUAL TRUSTEE COMPANY LIMITED (ACN 000 001 007)
 (a limited liability company incorporated under the law of New South Wales,
   Australia) in its capacity as trustee ("ISSUER TRUSTEE") of the HomeSide
              Mortgage Securities Trust 2001-1 (the "TRUST")

                                  CLASS A NOTE

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

         (a)      constituted by a Note Trust Deed (the "NOTE TRUST DEED") dated
                  [ ] 2001 made between the Issuer Trustee, HomeSide Global MBS
                  Manager, Inc ("THE GLOBAL TRUST MANAGER") and The Bank of New
                  York, New York Branch (the "NOTE TRUSTEE"); and

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

                  (i)      a Master Trust Deed (the "MASTER TRUST DEED") dated [
                           ] made between the Global Trust Manager and the
                           Issuer Trustee as amended from time to time;

                  (ii)     a Supplemental Deed (the "SUPPLEMENTAL DEED") dated [
                           ] made between National Australia Bank Limited, the
                           Global Trust Manager, the Issuer Trustee and P.T.
                           Limited ("SECURITY TRUSTEE");

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

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


<PAGE>

                                                                             45
-------------------------------------------------------------------------------
                           Calculation Agent, The Bank of New York, London
                           Branch as Paying Agent and Kredietbank S.A.
                           Luxembourgeoise as a Paying Agent;

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

                  (vi)     the Note Trust Deed; and

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

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

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

The Issuer Trustee in its capacity as trustee of the Trust, subject to and in
accordance with this Class A Note, the Class A Note Conditions, the Agency
Agreement, the Supplemental Deed and the Note Trust Deed, promises to pay to [ ]
as the registered holder of this Class A Note, or to registered assigns of this
Class A Note, the principal sum of US$[ ] (or such part of that amount as may
become repayable under the Class A Note Conditions, the Supplemental Deed and
the Note Trust Deed) on such date(s) as the principal sum (or any part of it)
becomes repayable in accordance with the Class A Note Conditions, the
Supplemental Deed and the Note Trust Deed and to pay interest in arrear on each
Payment Date on the Invested Amount of this Class A Note at rates determined in
accordance with Condition 6 of the Class A Note Conditions. The Class A
Definitive Notes to be issued on that exchange will be in registered form each
in the denomination of US$100,000 or integral multiples thereof. If the Issuer
Trustee fails to meet its obligations to issue Class A Definitive Notes, this
shall be without prejudice to the Issuer Trustee's obligations with respect to
the Class A Notes under the Note Trust Deed, the Master Trust Deed, the
Supplemental Deed, the Agency Agreement and this Class A Note.

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


<PAGE>

                                                                             46
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On any payment of principal and/or interest on the Class A Notes details of that
payment shall be endorsed by or on behalf of the Issuer in the Class A Note
Register and, in the case of payments of principal, the Invested Amount and the
Stated Amount of the Class A Notes shall be reduced for all purposes by the
amount so paid and endorsed in the Class A Note Register. Any such record shall
be prima facie evidence that the payment in question has been made.

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

This Class A Note is governed by, and shall be construed in accordance with, the
laws of the Australian Capital Territory, Australia.

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

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

PERPETUAL TRUSTEE COMPANY LIMITED by:



 .........................................................
Authorised Person/duly appointed representative

IMPORTANT NOTES:

Neither the Global Trust Manager nor the Issuer Trustee is under any obligation
at any time to repurchase any Class A Notes from Class A Noteholders.

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

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

Transfers of the Class A Notes must be pursuant to the annexed form of
assignment and otherwise in accordance with clause 5 of the Agency Agreement.

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


<PAGE>

                                                                             47
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The Class A Notes do not represent deposits or other liabilities of the Bank.
The holding of the Class A Notes is subject to investment risk, including
possible delays in payment and loss of income and principal invested. No party
to the Transaction Documents for the Trust, or any affiliate of any of them,
stand in any way behind the capital value and/or performance of the Class A
Notes, or the Assets held by the Trust.





<PAGE>


                                                                             48
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                                                                      ASSIGNMENT



Social Security or taxpayer I.D., or other identifying number of assignee:

For value received, the undersigned hereby sells, assigns and transfer unto




                                             (name and address of assignee)

the within Class A Note and all rights thereunder, and hereby irrevocably
constitutes and appoints

                  , attorney to transfer said Class A Note on the books kept for

registration thereof, with full power of substitution in the premises.

Dated: *
                                    Signature Guaranteed:




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

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




<PAGE>

                                                                             49
-------------------------------------------------------------------------------
                          CERTIFICATE OF AUTHENTICATION

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

THE BANK OF NEW YORK, NEW YORK BRANCH by:


Authorised Person/duly appointed representative





<PAGE>

                                                                             50
-------------------------------------------------------------------------------
                                    ANNEXURE

                   [Insert completed Class A Note Conditions]

<PAGE>
                                                                             51
-------------------------------------------------------------------------------
SCHEDULE 2                       PROVISIONS FOR MEETINGS OF CLASS A NOTEHOLDERS
-------------------------------------------------------------------------------

VALIDITY

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

WHO MAY CONVENE MEETINGS

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

NOTIFICATION OF MEETINGS

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


<PAGE>

                                                                             52
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CHAIRMAN

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

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

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


<PAGE>
                                                                             53
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                                    quorum and shall have the power to
                                    pass any resolution and to decide upon all
                                    matters which could properly have been dealt
                                    with at the meeting from which the
                                    adjournment took place had a quorum been
                                    present at such meeting provided that the
                                    quorum at any adjourned meeting at which is
                                    to be proposed an Extraordinary Resolution
                                    for the purpose of effecting any of the
                                    modifications specified in the proviso to
                                    paragraph 13 shall be two or more persons
                                    present holding relevant Class A Notes or
                                    Voting Certificates or Block Voting
                                    Instructions or being Proxies or
                                    representatives and holding or representing
                                    in the aggregate not less than 51% in
                                    principal amount of the relevant Class A
                                    Notes for the time being outstanding.

ADJOURNMENT

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

NOTICE OF ADJOURNED MEETING

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

RESOLUTION BY SHOW OF HANDS

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

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

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


<PAGE>

                                                                             54
-------------------------------------------------------------------------------
                                    and the result of such poll shall
                                    be deemed to be the resolution of the
                                    meeting at which the poll was demanded as at
                                    the date of the taking of the poll. The
                                    demand for a poll shall not prevent the
                                    continuance of the meeting for the
                                    transaction of any business other than the
                                    question on which the poll has been
                                    demanded.

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

ENTITLEMENT TO ATTEND

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

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

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

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

PROXIES

<PAGE>

                                                                             55
-------------------------------------------------------------------------------
                  12       (a)      Each Block Voting Instruction, together (if
                                    so required by the Note Trustee) with proof
                                    satisfactory to the Note Trustee of its due
                                    execution on behalf of the Paying Agent or
                                    Paying Agent, shall be deposited at the
                                    specified office of the Issuer Trustee or at
                                    such other place as the Note Trustee shall
                                    designate or approve not less than 48 hours
                                    before the time appointed for holding the
                                    meeting or adjourned meeting at which the
                                    Proxy named in the Block Voting Instruction
                                    proposes to vote and in default the Block
                                    Voting Instruction shall not be treated as
                                    valid unless the chairman of the meeting
                                    decides otherwise before such meeting or
                                    adjourned meeting proceeds to business.
                                    Unless otherwise agreed by the Note Trustee,
                                    a notarially certified copy of each such
                                    Block Voting Instruction and such
                                    satisfactory proof (if applicable) shall be
                                    deposited with the Note Trustee before the
                                    commencement of the meeting or adjourned
                                    meeting but the Note Trustee shall not
                                    thereby be obliged to investigate or be
                                    concerned with the validity of, or the
                                    authority of the Proxy named in, any such
                                    Block Voting Instruction.

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

POWERS EXERCISABLE BY EXTRAORDINARY RESOLUTION

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

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

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

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


<PAGE>

                                                                              56
--------------------------------------------------------------------------------
                                    or other obligations or securities of the
                                    Issuer Trustee or any other body corporate
                                    formed or to be formed or cash or any
                                    combination of the above;

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

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

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

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

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

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

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

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

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

                           provided that the special quorum provisions contained
                           in paragraphs


<PAGE>

                                                                             57
-------------------------------------------------------------------------------
                           5(a) and 5(b) and, in the case of any
                           adjourned meeting, the proviso to paragraph 5(b)
                           shall apply in relation to any Extraordinary
                           Resolution for the purpose of making a modification
                           which:

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

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

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

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

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

                                    (vi)     amends this proviso in any manner.

BINDING EFFECT OF RESOLUTIONS

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

MINUTES

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

SIGNED RESOLUTION

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

FURTHER REGULATIONS

                  17       Subject to all other provisions contained in this
                           deed, the Note Trustee


<PAGE>

                                                                             58
-------------------------------------------------------------------------------
                           may from time to time without the consent
                           of the Issuer Trustee or the relevant
                           Class A Noteholders or any of them prescribe such
                           further regulations regarding the requisitioning and
                           holding of meetings of Class A Noteholders and
                           attendance and voting thereat and in relation to
                           resolutions in writing as the Note Trustee may in its
                           sole discretion determine including particularly (but
                           without prejudice to the generality of the foregoing)
                           such regulations and requirements as the Note Trustee
                           thinks reasonable:

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

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



<PAGE>

<TABLE>
<CAPTION>

                                                                              59
--------------------------------------------------------------------------------
EXECUTION PAGE
--------------------------------------------------------------------------------
<S>                                     <C>       <C>
ISSUER TRUSTEE

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




GLOBAL TRUST MANAGER

SIGNED by                               )
on behalf of and SEALED AND             )
DELIVERED by HOMESIDE                   )
GLOBAL MBS TRUST MANAGER,               )
INC. in the presence of:                )
                                        )
                                        )
Signature of witness                    )
                                        )
                                        )
Name of witness (block letters)         )
                                        )
                                        )
Address of witness                      )
                                        )
                                        )
Occupation of witness                   )
                                        )         By executing this deed the
                                        )         signatory states that the
                                        )         signatory has received no
                                        )         notice of revocation of the
                                        )         authority under which this
                                        )         deed is executed

<PAGE>

                                                                             60
-------------------------------------------------------------------------------
NOTE TRUSTEE

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


</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                   TRUST INDENTURE ACT - CROSS REFERENCE TABLE

[This Cross Reference Table does not, for any purpose, form part of this Note
Trust Deed.] "NA" means not applicable.
--------------------------------------------------------------------------------
     TRUST INDENTURE ACT SECTION               CLAUSE REFERENCE
--------------------------------------------------------------------------------
     <S>                             <C>

              310(a)(1)              22.3(g), 15.7-9, 18.3(b), 18.4, 18.5
--------------------------------------------------------------------------------
              310(a)(2)                        15.7, 15.8, 15.9
--------------------------------------------------------------------------------
              310(a)(3)                              18.7
--------------------------------------------------------------------------------
              310(a)(4)
--------------------------------------------------------------------------------
              310(a)(5)                             18.12
--------------------------------------------------------------------------------
               310(b)                            15.9, 18.13
--------------------------------------------------------------------------------
               310(c)
--------------------------------------------------------------------------------
               311(a)                                15.6
--------------------------------------------------------------------------------
               311(b)                                15.6
--------------------------------------------------------------------------------
               311(c)
--------------------------------------------------------------------------------
               312(a)                              4.2, 4.3
--------------------------------------------------------------------------------
               312(b)                                4.3
--------------------------------------------------------------------------------
               312(c)                                4.4
--------------------------------------------------------------------------------
               313(a)                                17.1
--------------------------------------------------------------------------------
              313(b)(1)                              17.1
--------------------------------------------------------------------------------
              313(b)(2)                           17.1, 22.3
--------------------------------------------------------------------------------
               313(c)                                17.1
--------------------------------------------------------------------------------
               313(d)                                17.1
--------------------------------------------------------------------------------
              314(a)(1)                         17.2(a), 17.2
--------------------------------------------------------------------------------
              314(a)(2)                            17.2(b)
--------------------------------------------------------------------------------
              314(a)(3)                            17.2(c)
--------------------------------------------------------------------------------
              314(a)(4)                             7.2(b)
--------------------------------------------------------------------------------
               314(b)                               7.2(h)
--------------------------------------------------------------------------------
               314(c)                              255.1(a)
--------------------------------------------------------------------------------
               314(d)                              255.1(b)
--------------------------------------------------------------------------------
               314(e)                              255.1(c)
--------------------------------------------------------------------------------
               314(f)
--------------------------------------------------------------------------------
               315(a)                                15.2
--------------------------------------------------------------------------------
               315(b)                               8.1(a)
--------------------------------------------------------------------------------
               315(c)                                15.3
--------------------------------------------------------------------------------
               315(d)                             15.5, 11.5
--------------------------------------------------------------------------------
               315(e)                               255.2
--------------------------------------------------------------------------------
              316(a)(1)                             255.3
--------------------------------------------------------------------------------
              316(a)(2)                              16.2
--------------------------------------------------------------------------------
               316(b)                               255.4
--------------------------------------------------------------------------------
               316(c)                                22.4
--------------------------------------------------------------------------------

<PAGE>

                                                                            (vi)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
              317(a)(1)                              8.3
--------------------------------------------------------------------------------
              317(a)(2)                              8.3
--------------------------------------------------------------------------------
               317(b)                               7.2(i)
--------------------------------------------------------------------------------
               318(a)                               255.5
--------------------------------------------------------------------------------

</TABLE>