<PAGE>

                                                                     EXHIBIT 4.2

                                                             Draft: 9 March 2000


                        Series 2000-1G Medallion Trust
                               Series Supplement


                                     Date:



                        Commonwealth Bank of Australia

                              Seller and Servicer



                 Securitisation Advisory Services Pty. Limited

                                    Manager



                       Perpetual Trustee Company Limited

                                    Trustee



                                  CLAYTON UTZ
                                    Lawyers
                                 Levels 27-35
                             No.1 O'Connell Street
                               SYDNEY NSW 2000
                                   AUSTRALIA

                          (C)   Copyright Clayton Utz

Liability is limited by the Solicitors Scheme under the Professional Standards
                                 Act 1994 NSW
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
Clause                                                                         Page
<S>                                                                            <C>
1.    DEFINITIONS AND INTERPRETATION                                              1

1.1   Definitions                                                                 1
1.2   Interpretation                                                             30
1.3   Master Trust Deed Definitions                                              33
1.4   Business Day Convention                                                    33
1.5   Master Trust Deed Inconsistency                                            33
1.6   Exclusion of Master Trust Deed Definitions and Provisions                  33
1.7   Support Facilities                                                         35
1.8   Security Trust Deed                                                        35
1.9   Nominated Seller and Nominated Servicer                                    35
1.10  Binding on Securityholders and the Residual Unitholder                     35
1.11  Relationship between Trustee and Securityholders                           35
1.12  Incorporated Definitions and other Transaction Documents and
      provisions                                                                 35

2.    THE CBA TRUST                                                              35

2.1   Constitution of CBA Trust                                                  35
2.2   Declarations of Trust for the CBA Trust                                    36
2.3   Name of the CBA Trust                                                      36
2.4   Entitlement of Seller to the CBA Trust                                     36
2.5   Bare Trust                                                                 36
2.6   Duration of the CBA Trust                                                  36
2.7   Early Termination of the CBA Trust                                         36
2.8   Dealing with CBA Trust Assets of the Series Trust                          36
2.9   Proceeds                                                                   36
2.10  CBA Trust Not Part of Assets of the Series Trust                           37
2.11  Shared Securities                                                          37
2.12  Trustee's Duties                                                           37
2.13  Substitute Trustee                                                         37
2.14  Transfer of the CBA Trust Assets to Seller on termination of CBA Trust     38
2.15  Seller Indemnity                                                           38
2.16  Limitation of Liability                                                    38

3.    UNIT IN THE SERIES TRUST                                                   38

3.1   Beneficial Interest Represented by a Single Unit                           38
3.2   Initial Holder of the Residual Unit                                        38
3.3   Registration of CBA as Initial Residual Unitholder                         39
3.4   Form of Unit Certificate                                                   39
3.5   Form of Unit Transfer                                                      39
3.6   No Other Relationship                                                      39
</TABLE>

                                                                             (i)
<PAGE>

<TABLE>
<CAPTION>
Clause                                                                         Page
<S>                                                                            <C>
4.    ASSIGNMENT OF MORTGAGE LOAN RIGHTS                                          39

4.1   Approved Financial Assets of the Series Trust                               39
4.2   Sale Notice                                                                 39
4.3   Requirements of Sale Notice                                                 39
4.4   Mortgage Loan Schedule                                                      40
4.5   Sale Notice Constitutes an Offer                                            40
4.6   Sale Notice Revocable                                                       40
4.7   Acceptance of Offer                                                         40
4.8   Timing of Acceptance                                                        41
4.9   Seller Not Obliged to Make, and Trustee Not Obliged to Accept, Offer        41
4.10  Can Only Accept all Mortgage Loan Rights in Loan Pool                       41
4.11  Effect of Acceptance                                                        41
4.12  Sale in Equity Only                                                         41
4.13  Sale Not to Amount to Assumption of Obligations                             41
4.14  Future Advances                                                             42
4.15  Future Receivables                                                          42
4.16  Power to Acquire Mortgage Loans in Arrears                                  42

5.    THE SECURITIES                                                              42

5.1   Securities divided into Classes                                             42
5.2   Form, constituent documents and denomination of the Securities              42
5.3   Trustee must Issue the Notes                                                43
5.4   Issue of Redraw Bonds                                                       43
5.5   Initial Invested Amount of the Securities                                   43
5.6   Interest on the Securities                                                  43
5.7   Redemption of the Securities                                                44
5.8   Interest on Overdue Interest on the Securities                              44
5.9   Rounding of Payments on the Securities                                      44
5.10  Securities Rank Equally Except for Special Rights                           44
5.11  Transfer of Securities                                                      45

6.    CONDITIONS PRECEDENT TO ACCEPTANCE OF SALE NOTICE
      AND ISSUE OF NOTES                                                          45

6.1   General Conditions Precedent                                                45
6.2   Other Conditions Precedent                                                  47
6.3   No Liability for Insufficient Moneys                                        47
6.4   Manager's Certificate                                                       47

7.    DIVISION OF MORTGAGE LOAN RIGHTS BETWEEN THE CBA
      TRUST AND THE SERIES TRUST                                                  48

7.1   CBA Trust Assets                                                            48
7.2   Mortgages and First Layer of Collateral Securities                          49
7.3   Treatment of Shared Securities                                              49
7.4   Trustee's duties                                                            49
7.5   Upon Repayment of Mortgage Loan Trustee Holds for CBA Trust                 50
7.6   Application Where 2 Mortgage Loans                                          50
7.7   Costs                                                                       50
7.8   Alternative Structure                                                       50

8.    DETERMINATIONS BY THE MANAGER                                               50

8.1  Applications and payments on Distribution Dates                              50
8.2  Insufficient principal to meet Seller Advances                               51
</TABLE>

                                                                            (ii)
<PAGE>

<TABLE>
<CAPTION>
Clause                                                                            Page
<S>                                                                               <C>
8.3   Income Shortfall                                                              51
8.4   Insufficient principal to meet Seller Advances and Standby Redraw
      Facility Principal                                                            51
8.5   Netting of Seller Advances and Standby Redraw Facility Advances               52
8.6   Cash Advance Deposit                                                          52
8.7   Break Costs and Break Benefits                                                52
8.8   Interest Rate Swap Provider Deposit                                           53

9.    CHARGE-OFFS                                                                   53

9.1   Allocation of Principal Charge-offs                                           53
9.2   Allocation of Principal Charge-off Reimbursements                             54
9.3   Loss Recoveries                                                               54

10.   PAYMENTS ON DISTRIBUTION DATES BY TRUSTEE                                     54

10.1  Payment of Accrued Interest Adjustment on first Distribution Date             54
10.2  Application of the Available Income Amount on each Distribution Date          54
10.3  Application of the Available Principal Amount on each Distribution Date       56
10.4  Payment of Interest on the Class A-1 Notes                                    56
10.5  Repayment of Principal on the Securities                                      56
10.6  Repayment of Principal on the Class A-1 Notes                                 57
10.7  Inability to Comply with Order of Priority                                    57
10.8  No Payment in respect of Obligations ranking Equally or after Class A-1
      Notes if no payment made to Currency Swap Provider                            57
10.9  Payments in respect of A$ Securities                                          57

11.   NET TAX INCOME OF THE SERIES TRUST                                            57

11.1  Net Tax Income of the Series Trust absolutely vested in the Residual
      Unitholder                                                                    57
11.2  Excess Distribution                                                           58
</TABLE>

                                                                           (iii)
<PAGE>

<TABLE>
<CAPTION>
Clause                                                                             Page
<S>                                                                                <C>
 12.   EARLY TERMINATION OF SWAPS                                                    58

12.1   Early Termination of a Swap                                                   58
12.2   Servicer to Adjust Mortgage Interest Saver Accounts and Mortgage Rates
       if Basis Swap terminated                                                      59
12.3   Determination of Threshold Rate                                               59
12.4   Trustee to set Mortgage Rate                                                  59

13.    REPRESENTATIONS AND WARRANTIES REGARDING
       MORTGAGE LOANS                                                                60

13.1   Seller's Representations and Warranties                                       60
13.2   Trustee need not Test Warranties                                              62

14.    BREACH OF REPRESENTATIONS AND WARRANTIES                                      62

14.1   Manager or Seller Becomes Aware of Incorrect Representations or
       Warranties                                                                    62
14.2   If Trustee Becomes Aware of Incorrect Representations or Warranties           62
14.3   Remedy of Defaults during Prescribed Period                                   62
14.4   Holding for CBA Trust during Prescribed Period                                63
14.5   Costs                                                                         63
14.6   Payment                                                                       63
14.7   Limitation on Rights of Trustee During Prescribed Period                      63
14.8   Limit of Seller's Liability for Mortgage Loans                                63
14.9   Seller's Liability for Damages After Prescribed Period                        64
14.10  Discharge of obligations                                                      64
14.11  Fraud                                                                         64
14.12  Trustee's Reliance                                                            64

15.    SELLER'S GENERAL UNDERTAKINGS                                                 64

15.1   General Undertakings                                                          64
15.2   Seller not bound by Undertaking                                               66
15.3   Seller Downgrade                                                              66
15.4   Reduction or Increase of Seller Deposit                                       67
15.5   Interest on Seller Deposit                                                    67
15.6   Seller Upgrade                                                                67
15.7   Termination of Series Trust                                                   67
15.8   Withdrawals from the Collections Account                                      67
15.9   Termination of Mortgage Interest Saver Accounts                               68
15.10  Gross Up for Mortgage Interest Saver Accounts                                 68

16.    SERVICING OF MORTGAGE LOAN RIGHTS                                             68

16.1   Appointment of Servicer                                                       68
16.2   Obligation to Act as Servicer until Termination of
       Appointment                                                                   68
16.3   General Servicing Obligation                                                  68
16.4   Power to Service                                                              68
16.5   Exercise of Discretions                                                       68
16.6   Servicer's Undertaking Regarding Mortgage Loan Rights                         69
16.7   Interest Rates on Mortgage Loans                                              69
16.8   Release or Substitution of Security                                           70
16.9   Variation or Relaxation of Terms of Mortgage Loans                            71
16.10  Release of Debt                                                               71
16.11  Waivers, Releases and Compromises                                             71
16.12  Consent to subsequent Security Interests                                      71
</TABLE>

                                                                            (iv)
<PAGE>

<TABLE>
<CAPTION>
Clause                                                                             Page
<S>                                                                                <C>
16.13  Consent to Leases etc                                                         72
16.14  Relief under Binding Provision or on Order of Competent Authority             72
16.15  Litigation                                                                    73
16.16  Enforcement Action                                                            73
16.17  Incurring Additional Expenses                                                 73
16.18  Mortgage Insurance and Insurance Policy Claims                                73
16.19  Insurance Policy Proceeds                                                     73
16.20  Seller Advances                                                               74
16.21  Restrictions on Seller Advances                                               74
16.22  Servicer's Actions Binding on Trustee                                         75
16.23  Servicer to Pay its Own Expenses                                              75
16.24  Servicer to transmit information to Manager                                   75
16.25  Proposed amendments to Servicing Guidelines                                   75
16.26  Further Servicer Undertakings                                                 76
16.27  Servicer holding Assets of the Series Trust                                   78
16.28  Servicer's Power to Delegate                                                  78
16.29  Servicer May Replace or Suspend Attorneys                                     78
16.30  Servicer Remains Liable                                                       78

17.    SERVICER'S RESPONSIBILITIES AND INDEMNITIES                                   79

17.1   Not Liable Where Action Unlawful                                              79
17.2   Limitation on Servicer's Responsibility                                       79
17.3   Servicer's Liability                                                          79

18.    SERVICER DEFAULT AND RETIREMENT OF SERVICER                                   80

18.1   Servicer Default                                                              80
18.2   Retirement of Servicer                                                        81
18.3   Notice to Securityholders                                                     81
18.4   Removal of Servicer                                                           81
18.5   Retirement of Servicer                                                        81
18.6   When appointment of Substitute Servicer effective                             81
18.7   Trustee to Act as Servicer                                                    82
18.8   Trustee May Give Discharges                                                   82
18.9   Servicer May Accept Payment                                                   82
18.10  Servicer and Manager to Provide Full Co-operation                             82
18.11  Indemnity                                                                     82
18.12  No Liability for Servicer Default                                             82

19.    REMUNERATION OF MANAGER, TRUSTEE, SERVICER AND
       SECURITY TRUSTEE                                                              82

19.1   Manager's Fee                                                                 82
19.2   Trustee's Fee                                                                 82
19.3   Servicer's Fee                                                                83
19.4   Security Trustee's Fees and Expenses                                          83
19.5   Goods and Services Tax                                                        83
19.6   Adjustments to fees                                                           83

20.    MANAGER DEFAULT                                                               85

21.    REPRESENTATIONS AND WARRANTIES                                                86

21.1   General Representations and Warranties by the Seller and
       the Servicer                                                                  86
21.2   Repetition of Representations and Warranties                                  87

22.    COLLECTIONS ACCOUNT AND INVESTMENT                                            87
</TABLE>

                                                                             (v)
<PAGE>

<TABLE>
<CAPTION>
Clause                                                                             Page
<S>                                                                                <C>
22.1   Collections Account                                                          87
22.2   Initial Collections Account                                                  87
22.3   Replacement of Collections Account                                           87
22.4   Deposits into Collections Account within 5 Business Days                     87
22.5   While Collections Account with Commonwealth Bank                             88
22.6   Withdrawals from Collections Accounts                                        88
22.7   All Transactions through Collections Account                                 89
22.8   Title to and Control of Collections Account                                  89
22.9   No Deductions by Servicer                                                    89
22.10  Prepayments under Liquidity Facility                                         89
22.11  Servicer May Retain Income from Collections                                  89
22.12  Bank Account Taxes                                                           89
22.13  Opening of additional accounts where Collections Account is with an
Eligible Depository                                                                 89

23.    CLEAN-UP AND EXTINGUISHMENT                                                  90

23.1   Notification of Trigger Event by Manager to Seller                           90
23.2   Response by Seller                                                           90
23.3   Determination of Clean-Up Settlement Date                                    91
23.4   Clean-Up Settlement Price                                                    91
23.5   Payment of Clean-Up Settlement Price                                         91
23.6   Effect of Payment of Clean-Up Settlement Price                               92
23.7   Costs                                                                        92
23.8   Alternative Structure                                                        92
23.9   Alternative Funding Arrangements to Permit Redemption                        92

24.    PERFECTION OF TITLE                                                          92

24.1   Perfection of Title Event                                                    92
24.2  Declaration of Perfection of Title Event                                      93
24.3  Perfection of Title                                                           93
24.4  Trustee to lodge Caveats                                                      94
24.5  Trustee to hold Legal Title or lodge Caveats                                  94
24.6  Powers of Attorney                                                            94
24.7  Other Loans                                                                   94
24.8  Indemnity                                                                     94

25.   SELLER AS CUSTODIAN OF THE MORTGAGE LOAN DOCUMENTS                            94

25.1   Seller as Custodian                                                          94
25.2   Application of the Balance of this Clause                                    94
25.3   Seller's Covenants as Custodian                                              94
25.4   Update of Computer Diskette                                                  95
25.5   Indemnity in respect of Incorrect Information on
       Computer Diskette                                                            95
25.6   Document Custody Audit Report                                                95
25.7   Details of Document Custody Audit Report                                     96
25.8   Document Custody Audit Report                                                97
25.9   Timing of Document Custody Audit Reports                                     97
25.10  Adverse Document Custody Audit Report                                        97
25.11  Document Transfer Event                                                      97
25.12  Failure to comply with clause . 25.11                                        98
25.13  Emergency Document transfer                                                  98
25.14  Exceptions to Transfer                                                       98
25.15  Indemnity by Seller                                                          99
25.16  Trustee to co-operate with Servicer                                          99
</TABLE>

                                                                            (vi)
<PAGE>

<TABLE>
<CAPTION>
Clause                                                                             Page
<S>                                                                                <C>
25.17  Specific performance                                                          99
25.18  Trustee's Duty While Holding Mortgage Documents                               99
25.19  Reappointment of Seller as Custodian                                          99

26.    TERMINATION OF THE SERIES TRUST                                               99

26.1   Potential Termination Events                                                  99
26.2   Determination of Termination Payment Date                                    100
26.3   Realisation of Assets                                                        100
26.4   Conditions of Sale During 180 days                                           100
26.5   Right of Refusal to Seller                                                   101
26.6   Sale at Lower Price                                                          101
26.7   Conditions of Sale After 180 days                                            101
26.8   Further Conditions of Sale After 180 days                                    102
26.9   Procedures Pending Winding-Up                                                102
26.10  Costs on Winding-up of the Series Trust                                      102
26.11  Calculation of Final Distributions                                           103
26.12  Final Distributions                                                          103
26.13  Insufficient Funds                                                           103
26.14  Excess Funds                                                                 103
26.15  Distribution to Residual Unitholder in Specie                                103
26.16  Terms of In Specie Distributions                                             103

27.    GENERAL                                                                      103

27.1   Required Credit Rating                                                       103
27.2   Distribution of information                                                  104
27.3   Electronic Reporting of Pool Performance Data                                104
27.4   Claim for Damages                                                            104
27.5   Allocation of Damages                                                        104
27.6   Additional Expenses                                                          104
27.7   Form of Transfers and Certificates                                           105
27.8   Incur Costs Without Approval                                                 105
27.9   Adverse Effect                                                               105
27.10  Notification to Rating Agencies of Redemption of
       Securities                                                                   105
27.11  Further Support Facilities                                                   105
27.12  Supplementary Trustee Powers                                                 105
27.13  Trustee's power to delegate                                                  106

28.    LIMITATION OF TRUSTEE'S DUTIES                                               106

28.1   Trustee May Rely                                                             106
28.2   No Duty to Investigate                                                       107
28.3   Trustee not Liable                                                           107

29.    TRUSTEE'S LIMITATION OF LIABILITY                                            107

29.1   Limitation on Trustee's liability                                            107
29.2   Claims against Trustee                                                       107
29.3   Breach of trust                                                              107
29.4   Acts or Omissions                                                            107
29.5   No obligation                                                                108
29.6   CBA Trust                                                                    108

30.    CONSUMER CREDIT CODE                                                         108

30.1   Breach of Consumer Credit Code                                               108
30.2   Right of Indemnity - Consumer Credit Code                                    108
</TABLE>

                                                                           (vii)
<PAGE>

<TABLE>
<CAPTION>
Clause                                                                               Page
<S>                                                                                  <C>
31.    NOTICES                                                                        109

31.1   Method of Delivery                                                             109
31.2   Deemed Receipt                                                                 109
31.3   Notice to Investors                                                            110

32.    CONFIDENTIALITY                                                                110

32.1   General Restriction                                                            110
32.2   Exceptions                                                                     110

33.    MISCELLANEOUS                                                                  111

33.1   Amendments                                                                     111
33.2   Governing Law                                                                  111
33.3   Jurisdiction                                                                   111
33.4   Notify Rating Agencies                                                         111
33.5   Severability of Provisions                                                     111
33.6   Counterparts                                                                   111
33.7   No Revocation of Power of Attorney                                             112
33.8   Certifications                                                                 112
33.9   Payments                                                                       112
33.10  Waiver                                                                         112
33.11  Entire Understanding                                                           112
33.12  Survival of Indemnities                                                        112
33.13  Successors and Assigns                                                         112
33.14  Moratorium Legislation                                                         112

SCHEDULE 1
       FORM OF SALE NOTICE                                                            113

SCHEDULE 2
       FORM OF POWER OF ATTORNEY
       (other than for Queensland and Western Australia)                              115

SCHEDULE 3
       FORM OF POWER OF ATTORNEY
       (For Queensland)                                                               119

SCHEDULE 4
       FORM OF POWER OF ATTORNEY
       (For Western Australia)                                                        123

SCHEDULE 5
       ELIGIBILITY CRITERIA                                                           127

SCHEDULE 6
       FORM OF SECURITY CERTIFICATE                                                   128

SCHEDULE 7
       FORM OF SECURITY TRANSFER                                                      130

SCHEDULE 8
       QUARTERLY CERTIFICATE                                                          133

SCHEDULE 9
       FORM OF RESIDUAL UNIT CERTIFICATE                                              142
</TABLE>

                                                                          (viii)
<PAGE>

<TABLE>
<CAPTION>
Clause                                                                               Page
<S>                                                                                  <C>
SCHEDULE 10
       STEPDOWN PERCENTAGE                                                            144
</TABLE>

                                                                            (ix)
<PAGE>

THIS SERIES SUPPLEMENT is made in                on            2000

BETWEEN      COMMONWEALTH BANK OF AUSTRALIA, ACN 123 123 124, a company
             incorporated in the Australian Capital Territory and having an
             office at Level 8, 48 Martin Place, Sydney, Australia (the "Seller"
             and hereinafter included in the expression the "Servicer")

AND          SECURISATION ADVISORY SERVICES PTY. LIMITED, ACN 064 133
             946, a company incorporated in the State of New South Wales and
             having an office at Level 8, 48 Martin Place, Sydney, Australia
             (hereinafter included in the expression the "Manager")

AND          PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007, a company
             incorporated in the State of New South Wales and having an office
             at Level 3, 39 Hunter Street, Sydney, Australia (hereinafter
             included in the expression the "Trustee")

RECITALS

A.   This Deed relates to the Series 2000-1G Medallion Trust.

B.   In accordance with the Master Trust Deed, this Deed includes, amongst other
     things, the terms upon which:

     (i)   the Trustee may purchase Mortgage Loans from the Seller;
     (ii)  the Trustee may issue Securities to fund such purchase; and
     (iii) the Trustee appoints the Servicer to service such Mortgage Loans
           (if purchased by the Trustee).

C.   This Deed also provides for the establishment of the CBA Trust.

D.   The Trustee has agreed to act as trustee of the CBA Trust on the terms and
     conditions of this Deed and the Master Trust Deed.

THIS DEED PROVIDES as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     In this Deed, unless the contrary intention appears:

     "A$" and "Australian dollars" means the lawful currency for the time being
     of the Commonwealth of Australia.

     "A$ Class A-1 Interest Amount" in relation to a Distribution Date and the
     Accrual Period ending on that Distribution Date means an amount calculated
     as follows:

                          CA1IA = ACA1IA X CA1IR X  N
                                                   ---
                                                   365

     where:

     CA1IA     =    the A$ Class A-1 Interest Amount for the Accrual Period;

     ACA1IA    =    A$ Equivalent of the aggregate Invested Amounts of the
                    Class A-1 Notes at the close of business on the first day
                    of the Accrual Period;

     CA1IR     =    the A$ Class A-1 Interest Rate for the Accrual Period; and

     N         =    the number of days in the Accrual Period.

                                                                              1.
<PAGE>

     "A$ Class A-1 Interest Payment" in relation to a Distribution Date and the
     Accrual Period ending on that Distribution Date means the amount paid or
     available to be paid (as the case may be) on that Distribution Date
     pursuant to clause 10.2(k)(i) from the Available Income Amount in
     respect of that Distribution Date.

     "A$ Class A-1 Interest Rate" in relation to an Accrual Period means the
     aggregate of:

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

     (b)  the A$ Class A-1 Margin.

     "A$ Class A-1 Margin" has the same meaning as the "Spread" specified in
     paragraph 5.2 of the confirmation for each Class A-1 Currency Swap.

     "A$ Class A-1 Principal Amount" in relation to a Distribution Date means
     the amount referred to in clause 10.5(b)(i) in relation to that
     Distribution Date.

     "A$ Class A-1 Unpaid Interest Amount" in relation to a Distribution Date
     means the aggregate of:

     (a)  any A$ Class A-1 Interest Amounts remaining unpaid pursuant to clause
          10.2(k) from prior Distribution Dates; and

     (b)  interest on the A$ Class A-1 Interest Amounts referred to in paragraph
          (a) at the A$ Class A-1 Interest Rate applicable from time to time
          from the date that A$ Class A-1 Interest Amount first became payable
          under clause 10.2(k) until (but not including) the date actually paid
          under clause 10.2(k).

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

     "A$ Exchange Rate" means the "A$ Exchange Rate" specified in paragraph 7 of
     the confirmation for each Class A-1 Currency Swap.

     "A$ Security" means, as the context requires, a Class A-2 Note, a Class B
     Note, a Redraw Bond or all of the foregoing.

     "Accrual Period" means initially the period commencing on (and including)
     the Closing Date and ending on (but excluding) the first Distribution Date
     and, thereafter, is each successive period starting on (and including) a
     Distribution Date and ending on (but excluding) the next Distribution Date.
     The final Accrual Period ends on (but excludes) the Termination Payment
     Date and commences on (and includes) the Distribution Date immediately
     preceding the Termination Payment Date.

     "Accrued Interest Adjustment" in relation to a Mortgage Loan means the
     amount of interest accrued on that Mortgage Loan for, and any fees in
     relation to the Mortgage Loan falling due for payment during, the period
     commencing on (and including) the Monthly Anniversary Date for that
     Mortgage Loan immediately prior to the Cut-Off Date and ending on (but
     excluding) the Closing Date and any accrued interest and fees due but
     unpaid in relation to the Mortgage Loan prior to that Monthly Anniversary
     Date.

     "Adverse Document Custody Audit Report" means a Document Custody Audit
     Report in which the overall custodial performance of the Seller is graded D
     in accordance with the grading system referred to in clause 25.8.

     "Adverse Effect" means any event which (determined by the Manager unless
     otherwise expressly specified in this Deed or any other Transaction
     Document) materially and adversely affects the amount of any payment due to
     be made to any Securityholder or materially and adversely affects the
     timing of such a payment.

                                                                              2.
<PAGE>

     "Agency Agreement" means the Agency Agreement to be dated on or about the
     Closing Date and made between the Trustee, the Manager, The Bank of New
     York, New York Branch (as the initial Class A-1 Note Trustee, Principal
     Paying Agent, Agent Bank and Class A-1 Note Registrar) and The Bank of New
     York, London Branch (as the initial additional Paying Agent).

     "Agent Bank" has the same meaning as in the Agency Agreement.

     "Available Income Amount" in relation to a Distribution Date means the
     aggregate of:

     (a)  the Preliminary Income Amount for the immediately preceding
          Determination Date;

     (b)  any Liquidity Facility Advance due to be made on the Distribution
          Date; and

     (c)  any other amounts received by the Trustee from a Support Facility
          Provider under a Support Facility on or prior to the Distribution Date
          which the Manager determines should be included in the Available
          Income Amount (other than any amounts already included in paragraphs
          (a) and (b)).

     "Available Principal Amount" in relation to a Determination Date and the
     immediately following Distribution Date means an amount calculated as
     follows:

                      APA = PC + PCOR + OPA + RBA + SRFA

     where:

     APA  =    the Available Principal Amount as at that Determination Date;

     PC   =    the Principal Collections for the Collection Period ending on
               that Determination Date;

     PCOR =    the Principal Charge-off Reimbursement as at that Determination
               Date;

     OPA  =    the Other Principal Amounts as at that Determination Date;

     RBA  =    the Redraw Bond Amount as at that Determination Date; and

     SRFA =    the Standby Redraw Facility Advance on the following Distribution
               Date.

     "Average Delinquent Percentage" in relation to a Determination Date means
     the amount (expressed as a percentage) calculated as follows:

                                   ADP = SDP
                                         ---
                                          12

     where:

     ADP  =    the Average Delinquent Percentage; and

     SDP  =    the sum of the Delinquent Percentages for the 12 Collection
               Periods immediately preceding or ending (as the case may be) on
               the Determination Date,

     provided that if on that Determination Date there has not yet been 12
     Collection Periods the Average Delinquent Percentage in relation to that
     Determination Date means the amount (expressed as a percentage) calculated
     as follows:

                                                                              3.
<PAGE>

                                  ADP = SDP
                                        ---
                                         N

     where:

     ADP  =    the Average Delinquent Percentage;

     SDP  =    the sum of the Delinquent Percentages for all of the Collection
               Periods preceding or ending (as the case may be) on the
               Determination Date; and

     N    =    the number of Collection Periods preceding the Determination
               Date.

     "Bank Bill Rate" in relation to an Accrual Period means the rate appearing
     at approximately 10.00 am Sydney time on the Rate Set Date for that Accrual
     Period on the Reuters Screen page "BBSW" as being the average of the mean
     buying and selling rates appearing on that page for a bill of exchange
     having a tenor of three months. If:

     (a)  on the first day of an Accrual Period fewer than 4 banks are quoted on
          the Reuters Screen page "BBSW"; or

     (b)  for any other reason the rate for that day cannot be determined in
          accordance with the foregoing procedures,

     then the "Bank Bill Rate" means such rate as is specified by the Manager
     having regard to comparable indices then available. Notwithstanding the
     foregoing, the Bank Bill Rate for the initial Accrual Period will be
     determined by straight line interpolation between the Bank Bill Rate
     determined as above for a bill of exchange having a tenor of 3 months and
     the Bank Bill Rate determined as above for a bill of exchange having a
     tenor of 4 months.

     "Basis Swap" has the same meaning as in the Interest Rate Swap Agreement.

     "Binding Provision" means any provision of the Code of Banking Practice
     released by the Australian Bankers' Association on 3 November 1993, any
     other code or arrangement binding on the Seller or the Servicer and any
     laws applicable to banks or other lenders in the business of making retail
     home loans.

     "Borrower" in relation to a Mortgage Loan means the person or persons to
     whom a loan or other financial accommodation has been provided under the
     corresponding Mortgage Loan and includes, where the context requires, the
     mortgagor under the corresponding Mortgage.

     "Break Benefits" in relation to a Determination Date means the total break
     benefits paid by or on behalf of the Trustee during the Collection Period
     ending on that Determination Date to a Borrower in relation to a Mortgage
     Loan which is then part of the Assets of the Series Trust arising from the
     early termination of that Mortgage Loan or the early termination of a fixed
     interest rate period under that Mortgage Loan.

     "Break Costs" in relation to a Determination Date means the total break
     costs, or amounts in respect of break costs, received by or on behalf of
     the Trustee during the Collection Period ending on that Determination Date
     from a Borrower, GEMICO, HLIC or any other person in relation to a Mortgage
     Loan which is then part of the Assets of the Series Trust (or was
     immediately prior to its Liquidation Date or the date that it was assigned
     under a Mortgage Insurance Policy, an Asset of the Series Trust) arising
     from the early termination of that Mortgage Loan or the early termination
     of a fixed interest rate period under that Mortgage Loan.

     "Business Day" means any day on which banks are open for business in
     Sydney, New York City and London, other than a Saturday, a Sunday or a
     public holiday in Sydney, New York City or London.

     "Call Date" has the same meaning as in the Class A-1 Note Conditions.

                                                                              4.
<PAGE>

     "Cash Advance Deposit" has the same meaning as in the Liquidity Facility
     Agreement.

     "Caveat" in relation to a Mortgage forming part of the Assets of the Series
     Trust or in relation to a Shared Security means a land titles office caveat
     in registrable form which, upon registration, is effective to protect the
     Trustee's interest as equitable assignee of the Seller's interest in the
     Mortgage or, in the case of a Shared Security, is effective to protect the
     Seller's interest as beneficiary of the CBA Trust in the Shared Security.

     "Caveat and Transfer Details" in relation to each Mortgage forming part of
     the Assets of the Series Trust means such details as may be required by the
     relevant land titles office in order to lodge and obtain registration of
     Caveat and/or Mortgage Transfers.

     "CBA Trust" means the trust constituted in favour of the Seller pursuant
     to clause 2.1.

     "CBA Trust Assets" means all assets and property, real and personal
     (including choses in action and other rights), tangible and intangible,
     present or future, held by the Trustee as trustee of the CBA Trust from
     time to time.

     "Certificate of Title" in relation to a Mortgaged Property means the
     certificate of title or other documents evidencing title to that Mortgaged
     Property (including, if applicable, the documents forming any abstract of
     that title) or where the certificate of title or other documents have been
     cancelled due to the computerisation of the register, any original
     registration confirmation, notification or statement which the Seller has
     in its files.

     "Charge" has the same meaning as in the Security Trust Deed.

     "Class A-1 Charge-off Percentage" in relation to a Determination Date means
     the amount (expressed as a percentage) calculated as follows:


                      CA1CP =          CA1SA
                              ---------------------------
                              CA1SA + CA2SA + RBSA + SRFP

     where:

     CA1CP     =    the Class A1 Charge-off Percentage in relation to that
                    Determination Date;

     CA1SA     =    the A$ Equivalent of the aggregate Stated Amounts of the
                    Class A-1 Notes on that Determination Date;

     CA2SA     =    the aggregate Stated Amounts of the Class A-2 Notes on that
                    Determination Date;

     RBSA      =    the aggregate Stated Amount of the Redraw Bonds on that
                    Determination Date; and

     SRFP      =    the Standby Redraw Facility Principal on that Determination
                    Date.

     "Class A-1 Currency Swap" means the transactions defined as such in each
     Currency Swap Agreement.

     "Class A-1 Interest Amount" has the same meaning as in the Class A-1 Note
     Conditions.

     "Class A-1 Interest Payment" in relation to a Distribution Date means each
     US$ Class A-1 Interest Payment (as that term is defined in the relevant
     Currency Swap Agreement) paid or payable (as the case may be) by the
     relevant Currency Swap Provider to or at the direction of the Trustee on
     that Distribution Date in accordance with the relevant Class A-1 Currency
     Swap.

     "Class A-1 Note Conditions" means the terms and conditions of the Class A-1
     Notes as set out in schedule 2 to the Class A-1 Note Trust Deed.

                                                                              5.
<PAGE>

     "Class A-1 Noteholder" has the same meaning as in the Class A-1 Note
     Conditions.

     "Class A-1 Note Registrar" has the same meaning as in the Agency Agreement.

     "Class A-1 Notes" has the same meaning as in the Class A-1 Note Conditions.

     "Class A-1 Note Trust Deed" means the Class A-1 Note Trust Deed to be dated
     on or about the Closing Date and made between the Trustee, the Manager and
     the Class A-1 Note Trustee.

     "Class A-1 Note Trustee" means The Bank of New York, New York Branch or, if
     The Bank of New York is removed or retires as the trustee for the Class A-1
     Noteholders, any person appointed from time to time in its place in
     accordance with the Class A-1 Note Trust Deed.

     "Class A-1 Percentage" in relation to a Determination Date means the amount
     (expressed as a percentage) calculated as follows:

                          CA1P =    CA1IA
                                 -------------
                                 CA1IA + CA2IA

     where:

     CA1P      =    the Class A-1 Percentage;

     CA1IA     =    the A$ Equivalent of the aggregate Invested Amount of the
                    Class A-1 Notes on the Determination Date; and

     CA2IA     =    the aggregate Invested Amount of the Class A-2 Notes on the
                    Determination Date.

     "Class A-1 Unpaid Interest Amount" has the same meaning as in the Class A-1
     Note Conditions.

     "Class A-2 Charge-off Percentage" in relation to a Determination Date means
     the amount (expressed as a percentage) calculated as follows:

     CA2CP     =              CA2SA
                    ---------------------------
                    CA1SA + CA2SA + RBSA + SRFP

     where:

     CA2CP     =    the Class A-2 Charge-off Percentage in relation to that
                    Determination Date;

     CA1SA     =    the A$ Equivalent of the aggregate Stated Amounts of the
                    Class A-1 Notes on that Determination Date;

     CA2SA     =    the aggregate Stated Amounts of the Class A-2 Notes on that
                    Determination Date;

     RBSA      =    the aggregate Stated Amount of the Redraw Bonds on that
                    Determination Date; and

     SRFP      =    the Standby Redraw Facility Principal on that Determination
                    Date.

     "Class A-2 Note" means a debt security issued by the Trustee, in its
     capacity as trustee of the Series Trust, pursuant to the provisions of this
     Deed and the Dealer Agreement and forming part of the Class of Securities
     described in clause 5.1(b) as Class A-2 Notes.

     "Class A-2 Noteholder" means at any time the person recorded at that time
     in the Register as the holder of a Class A-2 Note.

                                                                              6.
<PAGE>

     "Class A-2 Percentage" in relation to a Distribution Date means 100% less
     the Class A-1 Percentage for that Determination Date.

     "Class A Note" means, as the context requires, a Class A-1 Note, a Class A-
     2 Note or both.

     "Class A Noteholder" means, as the context requires, a Class A-1
     Noteholder, a Class A-2 Noteholder or both.

     "Class A Percentage" in relation to a Determination Date means the amount
     (expressed as a percentage) calculated as follows:

                                CAP = ISA
                                      ---
                                      NSA

     where:

     CAP  =    the Class A Percentage;

     SAA  =    the aggregate of the A$ Equivalent of the Stated Amounts for the
               Class A-1 Notes, and the Stated Amounts for the Class A-2 Notes,
               on that Determination Date; and

     NSA  =    the aggregate of the A$ Equivalent of the Stated Amounts for the
               Class A-1 Notes, and the Stated Amounts for the Class A-2 Notes
               and the Class B Notes, on that Determination Date.

     "Class A Principal Distribution" in relation to a Distribution Date means
     the amount calculated as follows:


                     CAPD = CASPA + CAUPA + (SDP X CBUPA)

     where:

     CAPD  =   the Class A Principal Distribution;

     CASPA =   the Class A Scheduled Principal Amount on the preceding
               Determination Date;

     CAUPA =   the Class A Unscheduled Principal Amount on the preceding
               Determination Date;

     SDP   =   the Stepdown Percentage on the preceding Determination Date; and

     CBUPA =   the Class B Unscheduled Principal Amount on the preceding
               Determination Date.

     "Class A Scheduled Principal Amount" in relation to a Determination Date
     means the amount calculated as follows:

                              CASPA = CAP X NSPA

     where:

     CASPA =   the Class A Scheduled Principal Amount;

     CAP   =   the Class A Percentage on that Determination Date; and

     NSPA  =   the Net Scheduled Principal Amount on that Determination Date.

     "Class A Unscheduled Principal Amount" in relation to a Determination Date
     means the amount calculated as follows:

                                                                              7.
<PAGE>

                              CAUPA = CAP x NUPA

     where:

     CAUPA     =    the Class A Unscheduled Principal Amount;

     CAP       =    the Class A Percentage on that Determination Date; and

     NUPA      =    the Net Unscheduled Principal Amount on that Determination
                    Date.

     "Class B Available Support" in relation to a Determination Date means an
     amount (expressed as a percentage) calculated as follows:


                           CBAS =    SAB
                                  ----------
                                  ASA + SRFL

     where:

     CBAS      =    the Class B Available Support;

     SAB       =    the aggregate Stated Amount for the Class B Notes on that
                    Determination Date;

     ASA       =    the aggregate of the A$ Equivalent of the Stated Amounts of
                    the Class A-1 Notes, and the Stated Amounts for all other
                    Securities, on that Determination Date; and

     SRFL      =    the Standby Redraw Facility Limit on that Determination
                    Date.

     "Class B Note" means a debt security issued by the Trustee, in its capacity
     as trustee of the Series Trust, pursuant to the provisions of this Deed and
     the Dealer Agreement and forming part of the Class of Securities described
     in clause 5.1(c) as Class B Notes.

     "Class B Noteholder" means at any time the person recorded at that time in
     the Register as the holder of a Class B Note.

     "Class B Percentage" in relation to a Determination Date means 100% less
     the Class A Percentage for that Determination Date.

     "Class B Required Support" in relation to a Determination Date means the
     amount (expressed as a percentage) calculated as follows:

                              CBRS = IIA
                                     ----
                                     AIIA

     where:

     CBRS      =    the Class B Required Support;

     IIA       =    the aggregate Initial Invested Amount for the Class B Notes;
                    and

     AIIA      =    the aggregate of the A$ Equivalent of Initial Invested
                    Amounts of the Class A-1 Notes, and the Initial Invested
                    Amounts for all other Securities, on that Determination
                    Date.

     "Class B Unscheduled Principal Amount" in relation to a Determination Date
     means the amount calculated as follows:

                              CBUPA = CBP X NUPA


     where:

                                                                              8.
<PAGE>

     CBUPA     =    the Class B Unscheduled Principal Amount;

     CBP       =    the Class B Percentage on that Determination Date; and

     NUPA      =    the Net Unscheduled Principal Amount on that Determination
                    Date.

     "Clean-up Settlement Date" means the Distribution Date determined in
     accordance with clause 23.3.

     "Clean-up Settlement Price" means the amount calculated in accordance with
     clause 23.4.

     "Closing Date" means the date specified by the Seller to the Trustee and
     the Manager in the Sale Notice (if any) to be the Closing Date (or such
     other date as the Manager may notify the Trustee and the Seller in
     accordance with the Sale Notice).

     "Collateral Security" means in respect of a Mortgage Loan:

     (a)       any:

               (i)  Security Interest; or

               (ii) guarantee, indemnity or other assurance,

               which secures or otherwise provides for the repayment or payment
               of the Mortgage Loan or an Other Loan but does not include the
               Mortgage relating to the Mortgage Loan; or

     (b)       any Mortgage Insurance Policy or Insurance Policy in respect of
               the Mortgage relating to the Mortgage Loan or the Land secured by
               the Mortgage relating to the Mortgage Loan.

     A Collateral Security referred to in paragraph (a) may be given under the
     same document that evidences the Mortgage Loan or the Other Loan to which
     that Collateral Security relates.

     "Collection Period" means:

     (a)       with respect to the first Determination Date, the period
               commencing on (and including) the Cut-Off Date and ending on (but
               excluding) that Determination Date; and

     (b)       with respect to each subsequent Determination Date, the period
               commencing on and including the previous Determination Date and
               ending on (but excluding) that Determination Date.

     "Collections" means Finance Charge Collections, Other Income Amounts,
     Mortgage Insurance Income Proceeds, Principal Collections and Other
     Principal Amounts.

     "Collections Account" means the account established and maintained pursuant
     to clause 22.1 or any new account established as the Collections Account
     under clause 22.3.

     "Competent Authority" means a court, tribunal, authority, ombudsman or
     other entity whose decisions, findings, orders, judgment or determinations
     (howsoever reached) are binding on the Seller or the Servicer.

     "Consideration" means the aggregate Mortgage Loan Principal of the Mortgage
     Loans assigned to the Trustee as at the Cut-Off Date.

     "Consumer Credit Code" means, as applicable, the Consumer Credit Code set
     out in the Appendix to the Consumer Credit (Queensland) Act 1995 as in
     force or applied as a law of any jurisdiction in Australia, the provisions
     of the Code set out in the Appendix to the

                                                                              9.
<PAGE>

     Consumer Credit (Western Australia) Act 1996 or the provisions of the Code
     set out in the Appendix to the Consumer Credit (Tasmania) Act 1996.

     "Currency Swap Agreement" means each of two ISDA Master Agreements between
     the initial Currency Swap Providers, the Trustee and the Manager, together
     with a schedule and a credit support annex and a confirmation relating
     thereto and includes any substitute agreement in place of an existing
     Currency Swap Agreement.

     "Currency Swap Provider" means initially each of Merrill Lynch Capital
     Services Inc and Commonwealth Bank of Australia and includes any other
     person that subsequently enters into a Currency Swap Agreement with the
     Trustee and the Manager.

     "Cut-Off Date" means the date specified as such in the Sale Notice (or such
     other date as the Manager may notify the Trustee and the Seller in
     accordance with the Sale Notice).

     "Dealer Agreement" means the Dealer Agreement dated on or about the date of
     this Deed between the Trustee, the Manager, Commonwealth Bank of Australia
     (as lead manager) and the other institutions named therein (as managers)
     and pursuant to which the lead manager and such other managers agree to
     subscribe for or procure subscriptions for the A$ Securities.

     "Delinquent Percentage" in relation to a Collection Period means the amount
     (expressed as a percentage) calculated as follows:

                                DP = DMLP
                                     ----
                                     AMLP

     where:

     DP   =    the Delinquent Percentage;

     DMLP =    the aggregate Mortgage Loan Principal on the last day of the
               Collection Period in relation to Mortgage Loans which are then
               part of the Assets of the Series Trust and in relation to which a
               payment due from the Borrower has been in arrears (on that day)
               by more than 60 days; and

     AMLP =    the aggregate Mortgage Loan Principal on the last day of the
               Collection Period in relation to Mortgage Loans which are then
               part of the Assets of the Series Trust.

     "Depository" means each organisation registered as a clearing agency
     pursuant to section 17A of the United States Securities Exchange Act of
     1934 that agrees with the Manager and the Trustee to hold Class A-1 Notes
     (directly or through a nominee) and initially means The Depository Trust
     Company.

     "Determination Date" means the first day of the calendar month in which
     each Distribution Date occurs. The first Determination Date is 1 July 2000.

     "Distribution Date" means the 12th day of each July, October, January and
     April (or if such a day is not a Business Day, the next Business Day). The
     first Distribution Date is 12 July (or if that day is not a Business Day,
     the next Business Day).

     "Document Custody Audit Report" means a report by the Auditor of the Series
     Trust in accordance with clause 25.

     "Document Transfer Event" means each of the events referred to in clause
     25.11.

     "Eligible Depository" means a financial institution which has assigned to
     it short term credit ratings equal to or higher than (as the case may be)
     A-1 by S&P, P-1 by Moody's and F1+ by Fitch IBCA and includes the Servicer
     to the extent that:

                                                                             10.
<PAGE>

     (a)  it is rated in this manner (provided that if the Servicer is the
          Seller or if the Servicer is an authorised deposit taking institution
          under and for the purposes of the Banking Act, 1959 (Commonwealth) the
          above rating requirement of Fitch IBCA will be replaced with a short-
          term credit rating equal to or higher than F1); or

     (b)  the Rating Agencies confirm that the rating of the Servicer at a lower
          level will not result in a reduction, qualification or withdrawal of
          the ratings given by the Rating Agencies to the Securities.

     "Eligible Deposit Account" means an account with an Eligible Depository.

     "Eligibility Criteria" has the meaning set out in Schedule 5.

     "Excess Distribution" in relation to a Distribution Date means the amount
     (if any) payable to the Residual Unitholder on that Distribution Date
     pursuant to clause 10.2(n).

     "Expenses" means all amounts relating to the Series Trust referred to in
     clause 16.11 of the Master Trust Deed and includes (without limiting the
     generality of the foregoing and without double counting) the aggregate of:

     (a)  any reasonable Property Protection Expenses or Mortgage Enforcement
          Expenses incurred by the Servicer in connection with the management,
          maintenance or sale of any Mortgaged Property or in the enforcement of
          any Mortgage Documents;

     (b)  the cost of registering any Caveats or Mortgage Transfers in relation
          to Mortgages forming part of the Assets of the Series Trust, to the
          extent not reimbursed by the Seller in accordance with this Deed;

     (c)  any reasonable fees, charges and moneys payable to any consultant
          appointed by the Trustee, the Manager or the Servicer and all
          disbursements, expenses, duties and outgoings properly chargeable in
          respect of such consultant;

     (d)  subject to clause 8.7, any Break Benefits;

     (e)  the Security Trustee's Expenses; and

     (f)  any amount received by the Trustee or the Servicer on or after the
          Cut-Off Date in respect of a Mortgage Loan forming part of the Assets
          of the Series Trust, related Mortgage or related First Layer of
          Collateral Security which the Servicer, pursuant to a decision,
          finding, order, judgment or determination of a Competent Authority or
          pursuant to a Binding Provision or based on advice from its legal
          advisers (either internal or external), has repaid to the liquidator
          or the trustee-in-bankruptcy (as the case may be) of a Borrower or the
          grantor of a First Layer of Collateral Security as a result of the
          insolvency or bankruptcy (as the case may be) of the Borrower or the
          grantor of the First Layer of Collateral Security,

     but does not include any amount referred to in clauses 10.2(a) - (g)
     (inclusive) and (i) -(n) (inclusive) and 10.3.

     "Fair Market Value" in relation to a Mortgage Loan means the fair market
     value for that Mortgage Loan determined by the Seller's external auditors
     and which value reflects the performing or non-performing status (as
     determined by the Servicer) of that Mortgage Loan and any benefit which the
     intended purchaser will have in respect of such Mortgage Loan under any
     relevant Support Facility.

     "Finance Charge Collections" in relation to a Collection Period means the
     aggregate of the following amounts (without double counting) received by or
     on behalf of the Trustee during that Collection Period in respect of the
     Mortgage Loans then forming part of the Assets of the Series Trust:

                                                                             11.
<PAGE>

     (a)  all amounts received under or in respect of the Mortgage Loans
          (including Liquidation Proceeds) in respect of interest, fees,
          Government Charges or other amounts due under the Mortgage Loans (less
          reversals made during the period in respect of interest or other
          charges in relation to any of the accounts where the original debit
          entry (or part thereof) was in error) but excluding principal and any
          insurance premiums and related charges payable to the Seller;

     (b)  all amounts of interest received under or in respect of the Mortgage
          Loans and the Mortgage Loan Rights to the extent that the obligations
          to pay such amounts are discharged by the exercise during that
          Collection Period of a right of set-off or right to combine accounts;
          and

     (c)  subject to clause 8.7, any Break Costs,

     but does not include any Mortgage Insurance Income Proceeds or Other Income
     Amounts.

     "First Layer of Collateral Securities" in relation to a Mortgage Loan
     means:

     (a)  the Collateral Securities (other than any Mortgage Insurance Policy
          relating to the Mortgage Loan or any related Insurance Policies) from
          time to time appearing in the records of the Seller to be intended as
          security for the Mortgage Loan;

     (b)  any Mortgage Insurance Policy relating to the Mortgage Loan; and

     (c)  any related Insurance Policies,

     notwithstanding that by their terms the Collateral Securities (other than
     the Mortgage Insurance Policies or any Insurance Policies) may also secure
     other liabilities to the Seller.

     "Fitch IBCA" means Fitch IBCA (Australia) Pty Limited, ACN 081 339 184.

     "Fixed Rate Swap" has the same meaning as in the Interest Rate Swap
     Agreement.

     "GEMI" means GE Mortgage Insurance Pty. Ltd, ACN 071 466 334.

     "GEMICO" means GE Capital Mortgage Insurance Corporation (Australia) Pty.
     Limited, ACN 081 488 440.

     "GEMICO Mortgage Insurance Policy" means a several reference to the
     policies issued by GEMICO in relation to the Mortgage Loans from time to
     time forming part of the Assets of the Series Trust pursuant to a Lenders
     Mortgage Insurance Master Policy dated on or about the date of this Deed by
     GEMICO in favour of the Trustee and the Seller.

     "Government Charges" means any amount debited to the accounts established
     in the Servicer's records for the Mortgage Loans representing financial
     institutions duty, bank accounts debits tax or similar tax or duty imposed
     by any Governmental Agency.

     "Gross Unscheduled Principal Amount" in relation to a Determination Date
     means the amount calculated as follows:

          GUPA = OPA + PCOR + RBA + SRFA

     where:

     GUPA =    the Gross Unscheduled Principal Amount;

     OPA  =    the Other Principal Amounts on that Determination Date;

     PCOR =    the Principal Charge-off Reimbursement on that Determination
               Date;


                                                                             12.
<PAGE>

     RBA  =    the Redraw Bond Amount on that Determination Date; and

     SRFA =    the Standby Redraw Facility Advance to be made on the following
               Distribution Date.

     "GST" means the goods and services tax imposed pursuant to the GST Act.

     "GST Act" means A New Tax System (Goods and Services Tax) Act, 1999.

     "Hedge Provider" means an Interest Rate Swap Provider or a Currency Swap
     Provider.

     "HLIC" means:

     (a)  with respect to contracts of insurance to which Housing Loans
          Insurance Corporation, a statutory authority established under the
          Housing Loans Insurance Act, 1965 (Commonwealth), was a party
          immediately before 12 December 1997, the Commonwealth of Australia;
          and

     (b)  with respect to contracts of insurance entered into on or after 12
          December 1997, GEMI.

     "Income Loss" in relation to a Mortgage Loan, means on the Liquidation Date
     for the Mortgage Loan, the aggregate of:

     (a)  all interest payable in respect of such Mortgage Loan up to and
          including the Liquidation Date calculated at the Mortgage Rate and
          otherwise in accordance with the Mortgage Documents, whether or not
          such interest has been capitalised;

     (b)  all fees and other charges of any type whatsoever payable in respect
          of such Mortgage Loan up to and including the Liquidation Date in
          accordance with the Mortgage Documents, whether or not such fees and
          other charges have been capitalised; and

     (c)  any Property Protection Expenses and Mortgage Enforcement Expenses
          incurred in connection with such Mortgage Loan up to and including the
          Liquidation Date,

     less:

     (d)  any Liquidation Proceeds received in respect of such Mortgage Loan up
          to and including the Liquidation Date in respect of such Mortgage Loan
          provided that Liquidation Proceeds will only be included in this
          paragraph (d) to the extent that the resulting Income Loss is zero or
          a positive number.

     "Income Shortfall" in relation to a Determination Date means the amount (if
     any) by which the Required Income Amount for that Determination Date
     exceeds the Preliminary Income Amount for that Determination Date.

     "Initial Invested Amount" in relation to a Class A-1 Note has the meaning
     given to it in clause 5.5(a) and in relation to an A$ Security has the
     meaning given to it in clause 5.5(b).

     "Insurance Policy" means any insurance policy (whether present or future)
     under which the improvements on the Land the subject of a Mortgage or a
     Collateral Security are insured against destruction or damage by events
     which include fire.

     "Insurance Proceeds" means the proceeds paid by an insurer pursuant to any
     Insurance Policy.

     "Interest Amount" in relation to an A$ Security and an Accrual Period means
     the aggregate interest accrued on that A$ Security during that Accrual
     Period pursuant to clause 5.6(b).

                                                                             13.
<PAGE>

     "Interest Rate" in relation to an A$ Security and an Accrual Period means
     the aggregate of:

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

     (b)  the Issue Margin for that A$ Security.

     "Interest Rate Basis Cap" has the same meaning as in the Interest Rate Swap
     Agreement.

     "Interest Rate Swap Agreement" means an agreement in the form of an amended
     ISDA Master Agreement dated on or about the date of this Deed between the
     Trustee, the Manager and the initial Interest Rate Swap Provider which
     provides for each of:

     (a)  the Fixed Rate Swaps;

     (b)  the Basis Swap; and

     (c)  the Interest Rate Basis Cap,

     and includes any substitute agreement in place of an existing Interest Rate
     Swap Agreement.

     "Interest Rate Swap Provider" means initially the Commonwealth Bank of
     Australia and includes any other person that subsequently enters into an
     Interest Rate Swap Agreement with the Trustee and the Manager.

     "Interest Rate Swap Provider Deposit" means any amount deposited by the
     Interest Rate Swap Provider in the Collections Account or any other account
     held by the Trustee as trustee of the Series Trust by way of prepayment of
     the Interest Rate Swap Provider's payment obligations under the Interest
     Rate Swap Agreement.

     "Invested Amount" in relation to:

     (a)  a Class A-1 Note at any time has the same meaning as in the Class A-1
          Note Conditions; and

     (b)  an A$ Security at any time means the Initial Invested Amount of that
          A$ Security less the aggregate of all amounts previously paid in
          relation to that A$ Security on account of principal pursuant to
          clause 10.3(c).

     "Issue Date" in relation to a Security means the day on which the Security
     is issued by the Trustee.

     "Issue Margin" in relation to:

     (a)  a Class A-2 Note and a Class B Note means, subject to the following:

          (i)  in the case of a Class A-2 Note, for the period from, and
               including, the Closing Date to (but excluding) the Call Date and,
               in the case of a Class B Note, to (but excluding) the date on
               which the Class B Note ceases to accrue interest in accordance
               with clause 5.6(b), the margin expressed as a percentage per
               annum applying in relation, respectively, to each Class A-2 Note
               and Class B Note determined in accordance with the Dealer
               Agreement and advised by the Manager to the Trustee; and

          (ii) in respect of a Class A-2 Note only, for the period from, and
               including, the Call Date to (but excluding) the date on which the
               Class A-2 Note ceases to accrue interest in accordance with
               clause 5.6(b), the aggregate of:

               A.   the margin referred to in paragraph (i) in relation to that
                    Class A-2 Note; and

               B.   the Step-Up Margin in relation to that Class A-2 Note,

                                                                             14.
<PAGE>

          provided that if on or after the Call Date the Trustee, at the
          direction of the Manager, proposes to exercise its option to redeem
          the Securities at their Stated Amount in accordance with Condition
          7.3 of the Class A-1 Note Conditions on a Distribution Date but is
          unable to do so because, following a meeting of Securityholders
          convened under the provisions of the Security Trust Deed by the
          Manager for this purpose, the Securityholders have not approved by an
          Extraordinary Resolution the redemption of the Securities at their
          Stated Amount, then the Issue Margin in relation to each Class A-2
          Note from, and including that Distribution Date to, but excluding, the
          date on which the Class A-2 Note ceases to accrue interest in
          accordance with clause 5.6(b) will be the margin in relation to the
          Class A-2 Note referred to in paragraph (i) above; and

     (b)  a Redraw Bond means the margin expressed as a percentage per annum
          applying to the Redraw Bond determined in accordance with the Dealer
          Agreement and advised by the Manager to the Trustee.

     "Land" means:

     (a)  land (including tenements and hereditaments corporeal and incorporeal
          and every estate and interest in it whether vested or contingent,
          freehold or Crown leasehold, the term of which lease is expressed to
          expire not earlier than 5 years after the maturity of the relevant
          Mortgage, and whether at law or in equity) wherever situated and
          including any fixtures to land; and

     (b)  any parcel and any lot, common property and land comprising a parcel
          within the meaning of the Strata Titles Act 1973 (New South Wales) or
          the Community Land Development Act, 1989 (New South Wales) or any
          equivalent legislation in any other Australian jurisdiction.

     "Liquidated Mortgage Loan" means a Mortgage Loan with respect to which a
     Material Default has occurred and with respect to which the Servicer has
     determined that all Liquidation Proceeds likely to be recoverable have been
     recovered, having regard to:

     (a)  any enforcement of the relevant Mortgage Documents;

     (b)  any sale of the relevant Mortgaged Property;

     (c)  any proceeds paid on the compulsory acquisition of the relevant
          Mortgaged Property by any Governmental Agency;

     (d)  any Insurance Proceeds paid or payable under any relevant Insurance
          Policy;

     (e)  any payments received from any relevant Borrower; and

     (f)  such other matters as the Servicer reasonably determines to be
          relevant.

     "Liquidation Date" in relation to a Mortgage Loan means the date on which
     such Mortgage Loan becomes a Liquidated Mortgage Loan.

     "Liquidation Proceeds" in relation to a Mortgage Loan means the amount
     received by or on behalf of the Trustee in connection with the liquidation
     of such Mortgage Loan including, without limitation:

     (a)  proceeds arising from the enforcement of the relevant Mortgage and
          sale of the relevant Mortgaged Property;

     (b)  proceeds arising from the enforcement of the relevant Mortgage
          Documents;

     (c)  Insurance Proceeds under any relevant Insurance Policy; and

     (d)  proceeds arising from any resumption or compulsory acquisition of the
          relevant

                                                                             15.
<PAGE>

          Mortgaged Property by any Governmental Agency,

     but does not include:

     (e)  any amount required pursuant to the terms of any relevant Mortgage
          Document or any law to be paid to the Borrower, including any person
          having an interest in the Mortgaged Property as a mortgagee;

     (f)  if the Trustee is a party to a Fixed Rate Swap, any Break Costs;

     (g)  any Mortgage Insurance Income Proceeds; and

     (h)  any Mortgage Insurance Principal Proceeds.

     "Liquidity Facility" means a liquidity facility made available by a
     Liquidity Facility Provider to the Trustee pursuant to the Liquidity
     Facility Agreement.

     "Liquidity Facility Advance" in relation to a Distribution Date means the
     amount to be advanced to the Trustee on that Distribution Date under the
     Liquidity Facility.

     "Liquidity Facility Agreement" means the Liquidity Facility Agreement dated
     on or about the date of this Deed between the Trustee, the Manager and the
     initial Liquidity Facility Provider and includes any substitute liquidity
     facility agreement entered into by the Trustee as trustee of the Series
     Trust in place of an existing Liquidity Facility Agreement.

     "Liquidity Facility Commitment Fee" means in relation to a Determination
     Date and the immediately following Distribution Date, the commitment fee
     payable to the Liquidity Facility Provider on that Distribution Date
     pursuant to the Liquidity Facility Agreement.

     "Liquidity Facility Interest" in relation to a Distribution Date means the
     interest due on that Distribution Date pursuant to the terms of a Liquidity
     Facility Agreement.

     "Liquidity Facility Principal" in relation to a Determination Date and the
     immediately following Distribution Date means the aggregate of all
     Liquidity Facility Advances outstanding under the Liquidity Facility
     Agreement at that Determination Date.

     "Liquidity Facility Provider" means initially the Commonwealth Bank of
     Australia and each other person who may from time to time provide a
     Liquidity Facility.

     "Loan Agreement" means, with respect to a Mortgage Loan, any agreement,
     schedule, terms and conditions, letter, application, approval or other
     document (other than the relevant Mortgage) relating to the provision of
     financial accommodation by the Seller to the Borrower in connection with
     such Mortgage Loan.

     "Loan Files" in relation to a Mortgage Loan means such books, records,
     paper and electronic files (whether originals or copies) relating to that
     Mortgage Loan (other than the Mortgage Documents) which the Servicer has in
     its custody.

     "Loan to Value Ratio" in relation to a Mortgage Loan means the amount
     (expressed as a percentage) calculated as follows:

                                       L
                                       -
                                       V

     where:

     L    =    the amount of the Mortgage Loan outstanding as at the date of
               determination or if at the date of determination the Mortgage
               Loan has not been made, the amount of the then proposed Mortgage
               Loan; and

     V    =    the aggregate value of the Land subject to any Mortgage recorded
               as securing the Mortgage Loan, as determined in accordance with
               the then Servicing

                                                                             16.
<PAGE>

               Standards.

     "Loss Recovery" in relation to a Liquidated Mortgage Loan means all amounts
     received by or on behalf of the Trustee in respect of that Liquidated
     Mortgage Loan after the relevant Liquidation Date.

     "Manager" means Securitisation Advisory Services Pty. Limited or if
     Securitisation Advisory Services Pty. Limited retires or is removed as
     Manager of the Series Trusts (as defined in the Master Trust Deed), any
     then Substitute Manager and includes the Trustee when acting as the Manager
     of the Series Trusts in accordance with the terms of the Master Trust Deed.

     "Manager's Fee" means the fee payable to the Manager on each Distribution
     Date in accordance with clause 19.1.

     "Master Trust Deed" means the Master Trust Deed dated 8 October 1997
     between the Manager and the Trustee.

     "Material Default" in relation to a Mortgage Loan means:

     (a)  a failure by the Borrower (as recognised by the Servicer's system) to
          pay on the due date any amount due pursuant to the corresponding Loan
          Agreement (including any amount not previously paid which remains
          outstanding) where the failure continues, without remedy, for a period
          of 60 days from the due date for the payment of such amount under the
          relevant Loan Agreement; or

     (b)  an event of default, howsoever described, (other than an event of
          default referred to in paragraph (a)) occurs under any relevant
          Mortgage Document where the event of default continues unremedied for
          60 days (or such shorter period as the Servicer may determine is
          appropriate in relation to a specific event of default) unless the
          Servicer reasonably determines that such event of default is of a
          minor or technical nature and will not result in an Adverse Effect.

     "Monthly Anniversary Date" in relation to a Mortgage Loan means the date on
     which interest is debited to the Borrower's Mortgage Loan account by the
     Servicer pursuant to the relevant Loan Agreement.

     "Moody's" means Moody's Investors Service Inc. and its successors and
     assigns.

     "Mortgage" in relation to a Mortgage Loan means each registered mortgage
     over Land situated in any State or Territory of Australia and appearing on
     the Seller's records as securing, amongst other things, the repayment of
     the Mortgage Loan and the payment of interest and all other moneys in
     respect of the Mortgage Loan notwithstanding that by its terms the mortgage
     may secure other liabilities to the Seller. If, at any time after the date
     of the Sale Notice, a mortgage is substituted, or added as security, for an
     existing Mortgage, then with effect from the date of such addition or
     substitution the definition of "Mortgage" will mean the substituted
     mortgage or include the additional mortgage, as the case may be.

     "Mortgage Documents" in relation to a Mortgage Loan means:

     (a)  the Loan Agreement (if other than the Mortgage) relating to the
          Mortgage Loan;

     (b)  the original or duplicate Mortgage documents in relation to the
          Mortgage Loan (including any document evidencing any substituted or
          additional Mortgage);

     (c)  the Certificate of Title or other indicia of title (if any) in respect
          of the Land the subject of the Mortgage in relation to the Mortgage
          Loan;

     (d)  the original or duplicate of the First Layer of Collateral Securities
          documents (other than the Insurance Policies) in relation to the
          Mortgage Loan;

                                                                             17.
<PAGE>

     (e)  any Insurance Policy (or certificate of currency for the Insurance
          Policy) held by the Seller in respect of the Mortgage or the First
          Layer of Collateral Securities in relation to the Mortgage Loan;

     (f)  any deed of priority or its equivalent in writing entered into in
          connection with the Mortgage or the First Layer of Collateral
          Securities in relation to the Mortgage Loan;

     (g)  all other documents required to evidence the Seller's or the Trustee's
          interest in the above Land, the above Mortgage and the above First
          Layer of Collateral Securities; and

     (h)  any amendment or replacement of or to any of the foregoing such
          documents which is entered into, and under which rights arise, whether
          before or after the Cut-Off Date.

     "Mortgage Enforcement Expenses" means all costs and expenses properly
     incurred by the Servicer, the Seller or the Trustee (other than their
     respective internal administrative costs) in connection with the
     enforcement of any Mortgage Loan forming part of the Assets of the Series
     Trust, the related Mortgage or the related First Layer of Collateral
     Securities or the recovery of any amounts owing under the Mortgage Loan
     including, without limitation:

     (a)  legal costs and disbursements (including those of in-house counsel)
          charged at the usual commercial rates of the relevant legal services
          provider;

     (b)  costs in connection with the entering into of possession or the sale
          of any property secured by any related Mortgage or First Layer of
          Collateral Securities and any real estate or auctioneer's fees and
          expenses; and

     (c)  any Tax in connection with the sale of the relevant Mortgaged
          Property,

     provided that Mortgage Enforcement Expenses will not include Property
     Protection Expenses or Restoration Expenses.

     "Mortgage Insurance Income Proceeds" in relation to a Determination Date
     means all amounts received by the Trustee pursuant to any Mortgage
     Insurance Policy in relation to any Mortgage Loan then forming part of the
     Assets of the Series Trust which the Manager determines should be accounted
     for on that Determination Date in respect of an Income Loss.

     "Mortgage Insurance Policy" means:

     (a)  the GEMICO Mortgage Insurance Policy; and

     (b)  any other primary mortgage insurance policy granted by HLIC in force
          in respect of a Mortgage Loan, an Other Loan, a Mortgage or a
          Collateral Security which forms part of the Assets of the Series
          Trust.

     "Mortgage Insurance Principal Proceeds" in relation to a Determination Date
     means all amounts received by the Trustee pursuant to any Mortgage
     Insurance Policy in relation to any Mortgage Loan then forming part of the
     Assets of the Series Trust which the Manager determines should be accounted
     for on that Determination Date in respect of a Principal Loss.

     "Mortgage Interest Saver Account" means a deposit account maintained by a
     Borrower with the Seller under which interest that would otherwise be
     earned in respect of the account is off-set (to the extent thereof) against
     interest that would otherwise be payable on a Mortgage Loan provided by the
     Seller to the Borrower.

     "Mortgage Loan" means each mortgage loan assigned or to be assigned (as the
     case may be) to the Trustee and referred to in the Sale Notice (if issued).

                                                                             18.
<PAGE>

     "Mortgage Loan Principal" at any time in relation to a Mortgage Loan means
     the principal outstanding at that time in respect of that Mortgage Loan.

     "Mortgage Loan Rights" means each of the items (together with all rights,
     title and interest in each of those items) referred to in clause 4.5
     assigned, or which may be assigned, as the case may be, in accordance with
     this Deed to the Trustee as trustee of the Series Trust or the CBA Trust.

     "Mortgage Loan System" means the electronic and manual reporting database
     and record keeping system used by the Servicer to monitor Mortgage Loans,
     as updated and amended from time to time.

     "Mortgage Rate" in relation to a Mortgage Loan means the rate of interest
     payable on the corresponding Mortgage Loan Principal, as such rate may be
     varied from time to time in accordance with the relevant Mortgage Documents
     or any laws.

     "Mortgage Receivables" in relation to a Mortgage Loan means all moneys,
     present and future, actual or contingent, owing at any time in respect of
     or in connection with the Mortgage Loan under the corresponding Mortgage
     Documents, including all principal, interest, reimbursable costs and
     expenses and any other amounts incurred by or payable to the Seller
     (including any payments made by the Seller on behalf of the Borrower in
     relation to the Mortgage Loan) irrespective of whether:

     (a)  such amounts become due and payable before or after the Cut-Off Date;
          and

     (b)  such amounts relate to advances made or other financial accommodation
          provided by the Seller to the Borrower before or after the Cut-Off
          Date.

     "Mortgage Transfer" in relation to a Mortgage means a duly executed land
     titles office transfer which, upon registration, is effective to transfer
     the legal title to the Mortgage to the Trustee.

     "Mortgaged Property" in relation to a Mortgage means the Land and all other
     property mortgaged under that Mortgage.

     "Net Break Payment" in relation to a Determination Date means the amount
     calculated as follows:

                                NBP = BC - BB

     where:

     NBP  =    the Net Break Payment;

     BC   =    the Break Costs in relation to that Determination Date; and

     BB   =    the Break Benefits in relation to that Determination Date,

     provided that there will only be a Net Break Payment if the result of the
     above calculation is greater than zero.

     "Net Break Receipt" in relation to a Determination Date means the amount
     calculated as follows:

                                NBR = BB - BC


     where:

     NBR  =    the Net Break Receipt;

     BB   =    the Break Benefits in relation to that Determination Date; and

                                                                             19.
<PAGE>

     BC   =    the Break Costs in relation to that Determination Date,

     provided that there will only be a Net Break Receipt if the result of the
     above calculation is greater than zero.

     "Net Scheduled Principal Amount" in relation to a Determination Date means
     the amount calculated as follows:

                               NSPA = PC - NUPD

     where:

     NSPA =    the Net Scheduled Principal Amount;

     PC   =    the Principal Collections for the Collection Period ending on
               that Determination Date; and

     NUPD =    the Net Unscheduled Principal Deduction for that Determination
               Date,

     provided that there will only be a Net Scheduled Principal Amount if the
     result of the above calculation is greater than zero.

     "Net Unscheduled Principal Amount" in relation to a Determination Date
     means the amount calculated as follows:

                         NUPA = GUPA - SA + SRFP - RBD

     where:

     NUPA =    the Net Unscheduled Principal Amount;

     GUPA =    the Gross Unscheduled Principal Amount on that Determination
               Date;

     SA   =    the Seller Advances outstanding on that Determination Date;

     SRFP =    the Standby Redraw Facility Principal on that Determination Date;
               and

     RBD  =    the amount (if any) to be paid with respect to the Redraw Bonds
               pursuant to clause 10.5(a) on the following Distribution Date,

     provided that there will only be a Net Unscheduled Principal Amount if the
     result of the above calculation is greater than zero.

     "Net Unscheduled Principal Deduction" in relation to a Determination Date
     means the amount calculated as follows:

                        NUPD = SA + SRFP _ RBD - GUPA

     where:

     NUPD =    the Net Unscheduled Principal Deduction;

     GUPA =    the Gross Unscheduled Principal Amount on that Determination
               Date;

     SA   =    the Seller Advances outstanding on that Determination Date;

     SRFP =    the Standby Redraw Facility Principal on that Determination Date;
               and

     RBD  =    the amount (if any) to be paid with respect to the Redraw Bonds
               pursuant to clause 10.5(a) on the following Distribution Date,

                                                                             20.
<PAGE>

     provided that there will only be a Net Unscheduled Principal Deduction if
     the result of the above calculation is greater than zero.

     "Note" means, as the context requires, a Class A Note, a Class B Note or
     both.

     "Noteholder" means, as the context requires, a Class A-1 Noteholder, a
     Class A-2 Noteholder, a Class B Noteholder or any combination of the
     foregoing.

     "Other Income Amounts" in respect of a Determination Date and a Collection
     Period ending on that Determination Date means the aggregate of:

     (a)  any amounts received by the Trustee during the Collection Period
          pursuant to clauses 14 and 16 which represent amounts in respect of
          accrued but unpaid interest and fees on the Mortgage Loans;

     (b)  any amounts received by the Trustee during the Collection Period
          pursuant to clause 26.3 which represent amounts in respect of
          interest and fees on the Mortgage Loans;

     (c)  any damages received by the Trustee in the Collection Period (other
          than pursuant to clauses 14 and 16) and allocated by the Manager as
          Other Income Amounts in accordance with clause 27.5;

     (d)  subject to clause 22.12, interest and other investment income earned
          and received on moneys standing to the credit of the Collections
          Account during the Collection Period (other than interest earned on
          the Collections Account during the Collection Period in respect of the
          Cash Advance Deposit as calculated in accordance with clause 8.6, the
          Seller Deposit as calculated in accordance with clause 15.5 or the
          Interest Rate Swap Provider Deposit as calculated in accordance with
          clause 8.8) and any amounts representing interest paid by the
          Servicer pursuant to clause 22.5 in respect of that Collection Period;

     (e)  interest and other investment income earned and received on Authorised
          Short-Term Investments during the Collection Period (other than
          interest attributable to the Seller Deposit calculated in accordance
          with clause 15.5 and the Interest Rate Swap Provider Deposit
          calculated in accordance with clause 8.8);

     (f)  subject to clause 9.3, any other receipts in the nature of income (as
          determined by the Manager) which have been received by the
          Determination Date in respect of the Collection Period; and

     (g)  any amount of input tax credits (as defined in the GST Act) received
          by the Trustee in the Collection Period in respect of the Series
          Trust,

     in each case which have not previously been applied in accordance with this
     Deed.

     "Other Loans" in relation to a Mortgage Loan means all loans, credit and
     financial accommodation of whatever nature (other than the Mortgage Loan)
     the payment or repayment of which is secured by a Mortgage, or by a
     Collateral Security, which also secures that Mortgage Loan or another Other
     Loan in relation to that Mortgage Loan.

     "Other Principal Amounts" in relation to a Determination Date and the
     Collection Period ending on that Determination Date means the aggregate of:

     (a)  any Mortgage Insurance Principal Proceeds in respect of that
          Determination Date;

     (b)  the aggregate Liquidation Proceeds in respect of the Mortgage Loans
          received during the Collection Period other than Liquidation Proceeds
          included in Finance Charge Collections for that Collection Period;

     (c)  the Principal Prepayments with respect to the Collection Period;

                                                                             21.
<PAGE>

     (d)  any amounts received by the Trustee during the Collection Period
          pursuant to clauses 14 and 16 which represent amounts in respect of
          principal on the Mortgage Loans;

     (e)  any amounts received by the Trustee during the Collection Period
          pursuant to clause 26.3 which represent amounts in respect of
          principal on the Mortgage Loans;

     (f)  any damages received by the Trustee during the Collection Period
          (other than pursuant to clauses 14 and 16) and allocated by the
          Manager as Other Principal Amounts in accordance with clause 27.5;

     (g)  in the case of the first Determination Date, the amount (if any) by
          which the Subscription Proceeds exceed the Consideration;

     (h)  any amount remaining unpaid on the previous Distribution Date as a
          result of the application of clause 5.10 in respect of principal; and

     (i)  any other receipts in the nature of principal (as determined by the
          Manager) which have been received by the Determination Date in respect
          of the Collection Period,

     in each case which have not previously been applied in accordance with this
     Deed.

     "Paying Agent" has the same meaning as in the Agency Agreement.

     "Penalty Payment" means:

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

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

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

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

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

     "Perfection of Title Event" means each event referred to in clause 24.1.

     "Pool Factor" in relation to a Security at any given time means the amount
     (expressed as a percentage to 7 decimal places) calculated as follows:

                                   PF= A
                                       -
                                       B

     where:

     PF = the Pool Factor in relation to that Security;

     A  = the Stated Amount for that Security as at that time; and

     B  = the Initial Invested Amount for that Security.

     "Pool Performance Data" means performance data in respect of the Securities
     on a Determination Date consisting of prepayment rates, arrears data and
     default data in respect

                                                                             22.
<PAGE>

     of Mortgage Loans then forming part of the Assets of the Series Trust, the
     Pool Factor at the last Determination Date and the Pool Factor on the
     present Determination Date, the principal outstanding on the Securities,
     the Interest Rates in respect of the A$ Securities, the Class A-1 Interest
     Rate (as defined in the Class A-1 Note Conditions) for the Class A-1 Notes
     and such other information as the Manager may consider necessary from time
     to time.

     "Potential Termination Event" means:

     (a)  as a result of the introduction, imposition or variation of any law it
          is unlawful for the Trustee, and would also be unlawful for any new
          Trustee, to carry out any of its obligations under this Deed, the
          Master Trust Deed (in so far as it relates to the Series Trust), the
          Class A-1 Note Trust Deed, the Class A-1 Notes or the Security Trust
          Deed; or

     (b)  this Deed, the Master Trust Deed (in so far as it relates to the
          Series Trust) the Class A-1 Note Trust Deed, the Class A-1 Notes or
          the Security Trust Deed is or has become void, illegal, unenforceable
          or of limited force and effect.

     "Powers of Attorney" means the powers of attorney referred to in clause
     6.1(n).

     "Preliminary Income Amount" in relation to a Determination Date means the
     amount calculated as follows:

                            PIA = FCC + MIIP + OI

      where:

     PIA  =    the Preliminary Income Amount for that Determination Date;

     FCC  =    the Finance Charge Collections for the Collection Period ending
               on that Determination Date;

     MIIP =    the aggregate Mortgage Insurance Income Proceeds for that
               Determination Date; and

     OI   =    any Other Income Amounts in respect of the Collection Period
               ending on that Determination Date and which has not previously
               been applied in accordance with this Deed.

     "Prescribed Period" in relation to a Mortgage Loan means the period of 120
     days (including the last day of that period) commencing on the Closing Date
     or such longer period as may be agreed between the Australian Prudential
     Regulation Authority, the Trustee, the Seller and the Manager.

     "Principal Charge-off" in relation to a Determination Date means an amount
     calculated as follows:

                             PCO = PL - MIPP - PD

     where:

     PCO  =    the Principal Charge-off as at that Determination Date;

     PL   =    the total of the Principal Loss on each Mortgage Loan for which
               the Manager determines a Principal Loss should be accounted for
               on that Determination Date (provided that the Manager must not
               account for a Principal Loss on a Mortgage Loan until the
               Servicer reasonably believes that no further amounts in respect
               of the Mortgage Loan constituting Mortgage Insurance Principal
               Proceeds or damages under clauses 14 and 16 which are to be
               treated as Other Principal Amounts will be received);

                                                                             23.
<PAGE>

     MIPP =    the total Mortgage Insurance Principal Proceeds with respect to
               such Mortgage Loans as at that Determination Date; and

     PD   =    any damages received by the Trustee from the Seller under clause
               14 or from the Seller or the Servicer under clause 16 in
               respect of such Mortgage Loans which are determined to be Other
               Principal Amounts in accordance with clause 27.5.

     "Principal Charge-off Reimbursement" in relation to a Determination Date
     and the Collection Period ending on that Determination Date means an amount
     calculated as follows:

                               PCOR = PIA - RIA

     where:

     PCOR =    the Principal Charge-off Reimbursement as at that Determination
               Date;

     PIA  =    the Preliminary Income Amount as at such Determination Date; and

     RIA  =    the Required Income Amount as at that Determination Date,

     provided that there will only be a Principal Charge-off Reimbursement if
     the result of the above calculation is greater than zero and provided
     further that where the result of the above calculation exceeds the
     Unreimbursed Principal Charge-offs as at the previous Determination Date
     plus the Principal Charge-offs calculated as at the current Determination
     Date, the Principal Charge-off Reimbursement will equal such amount.

     "Principal Collections" in relation to a Collection Period means the
     aggregate of the following amounts (without double counting) received by or
     on behalf of the Trustee during that Collection Period in respect of the
     Mortgage Loans then forming part of the Assets of the Series Trust:

     (a)  all amounts received under or in respect of the Mortgage Loans in
          respect of principal (less reversals made during the period in respect
          of interest or other charges in relation to any of the accounts where
          the original debit entry (or part thereof) was in error); and

     (b)  all amounts of principal payable under or in respect of the Mortgage
          Loans and the Mortgage Loan Rights to the extent that the obligations
          to pay such amounts are discharged by the exercise during that
          Collection Period of a right of set-off or right to combine accounts,

     but does not include the Preliminary Income Amount or Other Principal
     Amounts in relation to that Determination Date.

     "Principal Loss" in relation to a Mortgage Loan and a Liquidation Date
     means an amount calculated as follows:

                            PL = MLP + RE - BC - LP

     where:

     PL   =    the Principal Loss as at the Liquidation Date;

     MLP  =    the Mortgage Loan Principal as at the Liquidation Date;

     RE   =    the Restoration Expenses reasonably and necessarily incurred up
               to and including the Liquidation Date;

     BC   =    the Break Costs as at the Liquidation Date provided that Break
               Costs

                                                                             24.
<PAGE>

               will only be included in the calculation of Principal Loss if the
               Trustee is then a party to a Fixed Rate Swap; and

     LP   =    any Liquidation Proceeds received up to and including the
               Liquidation Date provided that for the purposes of this paragraph
               Liquidation Proceeds will not include any Liquidation Proceeds
               which have been applied against an Income Loss or are to be
               applied against an Income Loss on the Liquidation Date,

     provided that there will only be such a Principal Loss if the result of the
     above calculation is greater than zero.

     "Principal Paying Agent" has the same meaning as in the Agency Agreement.

     "Principal Prepayments" in relation to a Collection Period means all
     amounts received by or on behalf of the Trustee during that Collection
     Period under or in respect of the Mortgage Loans then forming part of the
     Assets of the Series Trust in respect of principal prepayments made by or
     on behalf of the Borrower in relation to that Mortgage Loan (less reversals
     made during the period in respect of interest or other charges in relation
     to any of the accounts where the original debit entry (or part thereof) was
     in error) to the extent that the amount exceeds the then scheduled monthly
     instalment of principal that would be payable under that Mortgage Loan
     (including previous unpaid instalments of principal) during that Collection
     Period.

     "Privacy Act" means the Privacy Act 1988 (Commonwealth).

     "Property Protection Expenses" in relation to a Mortgage Loan means the
     aggregate amount of any costs or expenses actually paid or incurred by the
     Servicer, the Seller or the Trustee in connection with the maintenance,
     preservation and protection of the corresponding Mortgaged Property in its
     existing state of repair at its existing value, including, without
     limitation:

     (a)  any real estate property Taxes, statutory charges or other outgoings
          payable in connection with the corresponding Mortgaged Property; and

     (b)  any insurance premiums payable under any Insurance Policy with respect
          to the corresponding Mortgaged Property,

     provided that Property Protection Expenses will not include any Mortgage
     Enforcement Expenses or any Restoration Expenses.

     "Quarterly Certificate" means the certificate prepared on each
     Determination Date by the Manager pursuant to clause 27.2(a) substantially
     in the form set out in Schedule 8 (or in such other form as is from time
     to time agreed between the Manager and the Trustee).

     "Rate Set Date" in relation to an Accrual Period means the first day of
     that Accrual Period.

     "Rating Agencies" means S&P, Moody's and Fitch IBCA.

     "Redraw Bond" means a debt security issued by the Trustee, in its capacity
     as trustee of the Series Trust, in accordance with clause 5.4 and forming
     part of the Class of Securities described in clause 5.1(d) as Redraw
     Bonds.

     "Redraw Bond Amount" in relation to a Determination Date means the proceeds
     (if any) received by the Trustee from any issue of Redraw Bonds on the
     Determination Date or during the Collection Period ending on that
     Determination Date (but excluding the immediately preceding Determination
     Date).

     "Redraw Bond Charge-off Percentage" in relation to a Determination Date
     means the amount (expressed as a percentage) calculated as follows:

                                                                             25.
<PAGE>

                                     RBSA
                       RBCP= ---------------------------
                             CA1SA + CA2SA + RBSA + SRFP


     where:

     RBCP    =     the Redraw Bond Charge-Off Percentage in relation to
                   that Determination Date;

     CA1SA   =     the A$ Equivalent of the aggregate Stated Amounts of the
                   Class A-1 Notes on that Determination Date;

     CA2SA   =     the aggregate Stated Amounts of the Class A-2 Notes on
                   that Determination Date;

     RBSA    =     the aggregate Stated Amount of the Redraw Bonds on that
                   Determination Date; and

     SRFP    =     the Standby Redraw Facility Principal on that
                   Determination Date.


     "Redraw Bond Principal Limit" means [A$50] million or such other amount
     from time to time agreed between the Rating Agencies and the Manager and
     notified by the Manager to the Trustee.

     "Redraw Bondholder" means at any time the person recorded at that time in
     the Register as the holder of a Redraw Bond.

     "Required Credit Rating" has the meaning specified in clause 27.1.

     "Required Income Amount" in relation to a Determination Date means the
     aggregate of the amounts referred to in clauses 10.2(a)-(l) inclusive for
     the following Distribution Date provided that, in respect only of the first
     Determination Date, the amount payable by the Trustee to the Seller under
     clause 10.1 will be included in the Required Income Amount.

     "Relevant Party" means each party to a Transaction Document other than the
     Trustee.

     "Residual Unit" means the single unit in the Series Trust referred to in
     clause 3.1.

     "Residual Unitholder" means initially the Commonwealth Bank of Australia
     and, thereafter, the person from time to time appearing in the Register for
     the Series Trust as the holder of the Residual Unit.

     "Restoration Expenses" in relation to a Mortgage Loan means the aggregate
     amount of any costs or expenses actually paid or incurred by the Servicer,
     the Seller or the Trustee in connection with the restoration of the
     corresponding Mortgaged Property including, without limitation, any costs
     or expenses:

     (a)  in restoring the corresponding relevant Mortgaged Property to its
          condition as at the date on which the Mortgage Loan was made to the
          Borrower; and

     (b)  in connection with the reduction, elimination or clean-up of any
          environmental hazard relating to the corresponding Mortgaged Property,

     provided that Restoration Expenses will be calculated without reference to
     the fact that the amount expended was paid from the Servicer's, the
     Seller's or the Trustee's own funds or from Insurance Proceeds or from any
     other source whatsoever and provided further that Restoration Expenses will
     not include any Property Protection Expenses or Mortgage Enforcement
     Expenses.

     "S&P" means Standard & Poor's (Australia) Pty. Limited and its successors
     and assigns.

     "Sale Notice" means a notice from the Seller to the Trustee in or
     substantially in the form of Schedule 1 (or in such other form as may be
     agreed between the Seller, the Manager and

                                                                             26.
<PAGE>

     the Trustee).

     "Scheduled Balance" in relation to a Mortgage Loan means the amount that
     Borrower had made, prior to that date, the minimum payments required under
     the Mortgage Loan.

     "Scheduled Maturity Date" means the Distribution Date occurring on 12 July
     2031 (or if this is not a Business Day, on the next succeeding Business
     Day).

     "Second Layer of Collateral Securities" in relation to a Mortgage Loan
     means all Collateral Securities in respect of the Mortgage Loan which do
     not constitute the First Layer of Collateral Securities for the Mortgage
     Loan.

     "Secured Creditor" has the same meaning as in the Security Trust Deed.

     "Securities Act" means the United States Securities Act of 1933 as amended.

     "Security" means as the context requires a Class A-1 Note, an A$ Security
     or both.

     "Securityholder" means a Noteholder or a Redraw Bondholder or both, as the
     context may require.

     "Security Register" means the system which is used by the Seller to record
     Security Interests granted to the Seller to secure the repayment of a
     Mortgage Loan originated by the Seller.

     "Security Trust Deed" means the Security Trust Deed dated on or about the
     date of this Deed between the Trustee, the Manager, the Note Trustee and
     the Security Trustee.

     "Security Trustee" means the person who is for the time being the trustee
     under the Security Trust Deed.

     "Security Trustee's Expenses" means the costs and fees to be reimbursed to
     the Security Trustee on each Distribution Date in accordance with clause
     19.4(b).

     "Security Trustee's Fee" means the fee payable to the Security Trustee on
     each Distribution Date in accordance with clause 19.4(a).

     "Seller Advance" means an advance made by the Seller to a Borrower pursuant
     to Clause 16.20(c) or clause 16.21(c) on or after the Cut-Off Date which
     appears in the records of the Servicer or on the Security Register as
     secured by a Mortgage which also secures a Mortgage Loan.

     "Seller Deposit" means at any time that amount of the Set-Off Account that
     comprises deposits made by the Seller in accordance with clause 15.3(a).

     "Series Trust" means the trust known as the Series 2000-1G Medallion Trust
     established pursuant to this Deed and the Master Trust Deed.

     "Servicer" means Commonwealth Bank of Australia or if Commonwealth Bank of
     Australia is removed or retires as Servicer, any then Substitute Servicer
     and includes the Trustee when acting as Servicer in accordance with clause
     18.7.

     "Servicer Default" means the occurrence of any event specified in clause
     18.1.

     "Servicer's Fee" means the remuneration payable to the Servicer pursuant to
     clause 19.3.

     "Servicing Guidelines" means the written guidelines, policies and
     procedures established by the Servicer for servicing mortgage loans
     recorded on the Mortgage Loan System, including the Mortgage Loans, as
     amended or updated in writing from time to time.

     "Servicing Standards" at any given time means the standards and practices
     set out in the

                                                                             27.
<PAGE>

     then Servicing Guidelines and, to the extent that a servicing function is
     not covered by the Servicing Guidelines, the standards and practices of a
     prudent lender in the business of making retail home loans.

     "Servicing Transfer" means the appointment of a new Servicer in accordance
     with clause 18.

     "Set-Off Account" has the meaning given to this term in clause 15.3.

     "Settlement Date" in relation to a Mortgage Loan means the date on which an
     agreement between the Seller and a Borrower for the making of the Mortgage
     Loan was made.

     "Shared Security" means any Security Interest, guarantee, indemnity or
     other form of assurance that by its terms secures both (on the one hand)
     the payment or repayment of any Mortgage Loan forming or to form part of
     the Assets of the Series Trust and (on the other hand) any Other Loan
     forming or to form part of the CBA Trust Assets.

     "Specified Rating" means a long term debt rating by S&P of BBB, by Moody's
     of Baa2 and by Fitch IBCA of BBB.

     "Standby Redraw Charge-off Percentage" in relation to a Determination Date
     means the amount (expressed as a percentage) calculated as follows:

                                     SRFP
                      SRCP = ---------------------------
                             CA1SA + CA2SA + RBSA + SRFP


     where:

     SRCP   =   the Standby Redraw Charge-off Percentage in relation to that
                Determination Date;

     CA1SA  =   the A$ Equivalent of the aggregate Stated Amounts of the Class
                A-1 Notes on that Determination Date;

     CA2SA  =   the aggregate Stated Amounts of the Class A-2 Notes on that
                Determination Date;

     RBSA   =   the aggregate Stated Amounts of the Redraw Bonds on that
                Determination Date; and

     SRFP   =   the Standby Redraw Facility Principal on that Determination
                Date.

     "Standby Redraw Facility" means a standby redraw facility made available by
     a Standby Redraw Facility Provider to the Trustee pursuant to the Standby
     Redraw Facility Agreement.

     "Standby Redraw Facility Advance" in relation to a Distribution Date means
     the amount to be drawn down by the Trustee under a Standby Redraw Facility
     on that Distribution Date.

     "Standby Redraw Facility Agreement" means the Standby Redraw Facility
     Agreement dated on or about the date of this Deed between the Trustee, the
     Manager and the Standby Redraw Facility Provider and includes any
     substitute standby redraw facility agreement entered into by the Trustee as
     trustee of the Series Trust in place of an existing Standby Redraw Facility
     Agreement.

     "Standby Redraw Facility Commitment Fee" means in relation to a
     Determination Date and the immediately following Distribution Date, the
     commitment fee payable to the Standby Redraw Facility Provider on that
     Distribution Date pursuant to the Standby Redraw Facility Agreement.

                                                                             28.
<PAGE>

     "Standby Redraw Facility Interest" in relation to a Distribution Date means
     the interest due on that Distribution Date pursuant to the terms of a
     Standby Redraw Facility Agreement.

     "Standby Redraw Facility Limit" means the Facility Limit from time to time
     as defined in the Standby Redraw Facility Agreement.

     "Standby Redraw Facility Principal" has the same meaning as in the Standby
     Redraw Facility Agreement.

     "Standby Redraw Facility Provider" means initially the Commonwealth Bank of
     Australia and each other person who may from time to time provide a Standby
     Redraw Facility.

     "Stated Amount" in relation to:

     (a)  a Class A-1 Note at any given time has the same meaning as in the
          Class A-1 Note Conditions; and

     (b)  an A$ Security at any given time means the Initial Invested Amount of
          that A$ Security at that time less the sum of the following at that
          time:

          (i)  the aggregate of all amounts previously paid in relation to
               that A$ Security on account of principal pursuant to clause
               10.3(c); and

          (ii) the aggregate of all then Unreimbursed Principal Charge-offs
               in relation to that A$ Security.

     "Stepdown Percentage" in relation to a Determination Date means the
     percentage calculated in accordance with Schedule 10 for that
     Determination Date.

     "Step-Up Margin" means in relation to a Class A-2 Note, [_]% per annum.

     "Subscription Proceeds" means the amounts paid or to be paid by the
     underwriters for the Class A-1 Notes under the Underwriting Agreement
     (converted into A$ pursuant to the Class A-1 Currency Swaps) and the
     amounts paid by the subscribers for the Class A-2 Notes and the Class B
     Notes under the Dealer Agreement, without taking into account in reduction
     of such amounts any fees or other amounts paid to such underwriters by or
     on behalf of the Trustee.

     "Substitute Servicer" means at any given time the entity then appointed as
     Servicer under clause 18.6.

     "Support Facilities" means the agreements or arrangements referred to in
     clause 1.7 or such other agreement or arrangement which the Trustee and
     the Manager agree is a Support Facility for the purposes of this Deed.

     "Support Facility Provider" means the person or persons providing any
     applicable Support Facility to the Trustee as trustee of the Series Trust.

     "Swap" means, as the context requires, the Basis Swap, the Fixed Rate Swap,
     the Class A-1 Currency Swap or all of the foregoing.

     "Termination Date" means the earliest of the following dates:

     (a)  the date which is 80 years after the date of the constitution of the
          Series Trust in accordance with this Deed and the Master Trust Deed;

     (b)  the date that the Trustee becomes obliged pursuant to clause 26.1(d)
          to liquidate the Assets of the Series Trust following the occurrence
          of a Potential Termination Event;

     (c)  if Securities have been issued by the Trustee, the date appointed by
          the Manager as the Termination Date by notice in writing to the
          Trustee, which must not be

                                                                             29.
<PAGE>

          a date prior to the earlier of the following:

          (i)  the date that all Securities have been redeemed in full; or
          (ii) if an Event of Default (as defined in the Security Trust Deed)
               occurs and the Charge is enforced, the date of the final
               distribution by the Security Trustee under the Security Trust
               Deed; and

     (d)  if no Securities have been issued by the Trustee, the date appointed
          by the Manager as the Termination Date by notice in writing to the
          Trustee.

     "Termination Payment Date" means the date declared by the Trustee to be the
     Termination Payment Date of the Series Trust pursuant to clause 26.2
     (subject to any substitution of another date as the Termination Payment
     Date in accordance with that clause).

     "Threshold Rate" means, at any time, the minimum rate of interest that must
     be set on all Mortgage Loans (where permitted by the terms of the Mortgage
     Loan and corresponding Loan Agreement) which will be sufficient (assuming
     that all relevant parties comply with their obligations at all times under
     the Transaction Documents and the Mortgage Documents), when aggregated with
     the income produced by the rate of interest on all other Mortgage Loans and
     the income from Short-Term Authorised Investments, to ensure that the
     Trustee will have available to it sufficient Finance Charge Collections and
     Other Income Amounts to enable it to comply with its obligations under the
     Transaction Documents as they fall due.

     "Trustee" means Perpetual Trustee Company Limited or if Perpetual Trustee
     Company Limited retires or is removed as trustee of the Series Trusts (as
     defined in the Master Trust Deed) and the CBA Trust, any then Substitute
     Trustee and includes the Manager when acting as the Trustee in accordance
     with the terms of the Master Trust Deed.

     "Trustee's Fee means the fee payable to the Trustee on each Distribution
     Date calculated in accordance with clause 19.2.

     "Underwriting Agreement" means the Underwriting Agreement dated after the
     date of this Deed between the Trustee, the Manager, Commonwealth Bank of
     Australia and J.P. Morgan Securities Inc. as representative for the
     Underwriters named therein pursuant to which, subject to the terms and
     conditions contained therein, the Trustee will agree to issue, and each of
     the Underwriters named therein will severally agree to subscribe for, the
     Class A-1 Notes.

     "Unpaid Interest Amount" in relation to an A$ Security and a Distribution
     Date means the aggregate of any Interest Amounts in relation to that A$
     Security remaining unpaid from previous Distribution Dates and any interest
     accrued but remaining unpaid on that A$ Security as at that Distribution
     Date pursuant to clause 5.8(b).

     "Unreimbursed Principal Charge-offs" in relation to:

     (a)  a Class A-1 Note at any time has the same meaning as in the Class A-1
          Note Conditions; and

     (b)  an A$ Security and the Standby Redraw Facility Principal at any time
          means the aggregate of the Principal Charge-offs up to and including
          that time allocated to the A$ Security or the Standby Redraw Facility
          Principal (as the case may be) in accordance with clause 9.1 less the
          aggregate of the Principal Charge-off Reimbursements prior to that
          time allocated to the A$ Security or the Standby Redraw Facility
          Principal (as the case may be) in accordance with clause 9.2.

     "US$" and "US dollars" means the lawful currency for the time being of the
     United States of America.

     "US$ Equivalent" in relation to an amount which is calculated, determined
     or expressed in A$ or which includes a component determined or expressed in
     A$ means the A$ amount

                                                                             30.
<PAGE>

     or A$ component (as the case may be) multiplied by the US$ Exchange Rate.

     "US$ Exchange Rate" means "US$ Exchange Rate" specified in paragraph 7 of
     the confirmation for each Class A-1 Currency Swap.

1.2  Interpretation

     In this Deed, unless the contrary intention appears:

     (a)  a reference to this Deed includes the Recitals and the Schedules;

     (b)  a reference to a statute, ordinance, code or other law includes
          regulations and other instruments under it and consolidations,
          amendments, re-enactments or replacements of any of them;

     (c)  a reference to a section of a statute, ordinance, code or other law
          includes any consolidation, amendment, re-enactment or replacement of
          that section;

     (d)  the singular includes the plural and vice versa and words denoting a
          gender include all other genders;

     (e)  the word "person" includes an individual, a body politic, a
          corporation and a statutory or other authority or association
          (incorporated or unincorporated);

     (f)  a reference to a person includes a reference to the person's
          executors, administrators, successors, substitutes (including, without
          limitation, persons taking by novation) and assigns;

     (g)  the word "corporation" means any body corporate wherever formed or
          incorporated including, without limiting the generality of the
          foregoing, any public authority or any instrumentality of the Crown;

     (h)  where a word or phrase has a defined meaning any other part of speech
          or grammatical form in respect of such word or phrase has a
          corresponding meaning;

     (i)  a reference to any thing (including, without limitation, any amount)
          is a reference to the whole or any part of it and a reference to a
          group of persons is a reference to any one or more of them;

     (j)  if an act prescribed under this Deed to be done by a party on or by a
          given day is done after 5.30 p.m. on that day, it is to be taken to be
          done on the following day;

     (k)  references to time are to Sydney time;

     (l)  the expression "certified" by a corporation or person means certified
          in writing by 2 Authorised Officers of the Corporation or by that
          person respectively and "certify" and like expressions will be
          construed accordingly;

     (m)  a reference to extinguish includes a reference to rights and interests
          being surrendered and released;

     (n)  a reference to a "month" is to a calendar month;

     (o)  the expression "owing" includes amounts that are owing whether such
          amounts are liquidated or not or are contingent or presently accrued
          or due and includes all rights sounding in damages only;

     (p)  a reference to "wilful default" in relation to the Trustee, the
          Manager or the Servicer means, subject to clause 1.2(q), any wilful
          failure to comply, or wilful breach, by the Trustee, the Manager or
          the Servicer (as the case may be)

                                                                             31.
<PAGE>

          of any of its obligations under any Transaction Document, other than a
          failure or breach which:

          (i)   A.   arises as a result of a breach of a Transaction Document by
                     a person other than the Trustee, the Manager or the
                     Servicer (as the case may be) or other than any person
                     referred to in clause 1.2(q) in relation to the Trustee,
                     the Manager or the Servicer (as the case may be); and
                B.   the performance of the action (the non-performance of which
                     gave rise to such breach) is a pre-condition to the
                     Trustee, the Manager or the Servicer (as the case may be)
                     performing the said obligation; or

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

          (iii) is in accordance with a proper instruction or direction of:

                A.  the Secured Creditors given at a meeting (or deemed meeting)
                    of Secured Creditors convened under the Security Trust Deed;
                    or
                B.  the Investors given at a meeting (or deemed meeting)
                    convened under the Master Trust Deed;

     (q)  a reference to the "fraud", "negligence" or "wilful default" of the
          Trustee, the Manager or the Servicer means the fraud, negligence or
          wilful default of the Trustee, the Manager or the Servicer (as the
          case may be) and of its officers, employees, agents or any other
          person where the Trustee, the Manager or the Servicer (as the case may
          be) is liable for the acts or omissions of such other person under the
          terms of any Transaction Document;

     (r)  subject to clause 31.2, each party will only be considered to have
          knowledge or awareness of, or notice of, a thing or grounds to believe
          anything by virtue of the officers of that party (or any Related Body
          Corporate of that party) having day to day responsibility for the
          administration or management of that party's (or a Related Body
          Corporate of that party's) obligations in relation to the Series Trust
          or the CBA Trust, having actual knowledge, actual awareness or actual
          notice of that thing, or grounds or reason to believe that thing (and
          similar references will be interpreted in this way). In addition,
          notice, knowledge or awareness of a Servicer Default, Manager Default,
          Trustee Default or Perfection of Title Event means notice, knowledge
          or awareness of the occurrence of the events or circumstances
          constituting the Servicer Default, Manager Default, Trustee Default or
          Perfection of Title Event (as the case may be);

     (s)  subject to clause 1.12 a reference to this Deed, the Master Trust
          Deed or any other deed, Agreement, document or instrument includes
          respectively this Deed, the Master Trust Deed or such other deed,
          Agreement, document or instrument as amended, novated, supplemented or
          replaced from time to time;

     (t)  a reference to the enforcement of the Charge means that the Security
          Trustee appoints (or the Voting Secured Creditors as contemplated by
          clause 8.4 of the Security Trust Deed appoint) a Receiver over any
          Charged Property, or takes possession of any Charged Property,
          pursuant to the Security Trust Deed (expressions used in this clause
          which are not defined in this Deed have the same meanings as in the
          Security Trust Deed);

     (u)  a reference to a clause or a Schedule is a reference to a clause or a
          Schedule of this Deed; and

     (v)  headings are inserted for convenience and do not affect the
          interpretation of this Deed.

                                                                             32.
<PAGE>

1.3  Master Trust Deed Definitions

     Subject to clause 1.12 unless defined in this Deed, words and phrases
     defined in the Master Trust Deed have the same meaning in this Deed. Where
     there is any inconsistency in a definition between this Deed and the Master
     Trust Deed, this Deed prevails. Where words or phrases used in this Deed
     are defined in the Master Trust Deed in relation to a Series Trust (as
     defined as the Master Trust Deed) and/or an Other Trust such words or
     phrases are to be construed, where necessary, as being used only in
     relation to the Series Trust (as defined in this Deed) and/or the CBA
     Trust, as the context requires.

1.4  Business Day Convention

     (a)  (Next Business Day):  When the date on or by which any act, matter or
          thing is to be done is not a Business Day, the act, matter or thing
          must (unless expressly provided otherwise) be done on the next
          Business Day.

     (b)  (Determination Dates):  Clause 1.4(a) does not apply to any act,
          matter or thing to be done on a Determination Date.

1.5  Master Trust Deed Inconsistency

     In accordance with clause 1.3 of the Master Trust Deed the provisions
     contained in this Deed apply only in relation to the Series Trust. If there
     is any conflict between the provisions of this Deed and the provisions of
     the Master Trust Deed, the provisions contained in this Deed prevail over
     the provisions of the Master Trust Deed in respect of the Series Trust.
     Without limiting the generality of the foregoing, the provisions of the
     Transaction Documents (other than the Master Trust Deed) insofar as they
     apply to the Securities (as defined herein) prevail over any inconsistent
     provision in the Master Trust Deed that would otherwise apply to such
     Securities.

1.6  Exclusion of Master Trust Deed Definitions and Provisions

     (a)  (Variation of Terms):  For the purposes of the Master Trust Deed (in
          so far as it applies to the Series Trust):

          (i)   "Transaction Document" means each of the following documents:

                A.   the Master Trust Deed (in so far as it applies to the
                     Series Trust);
                B.   this Deed;
                C.   each document specified in clause 1.7 as a Support
                     Facility;
                D.   the Security Trust Deed;
                E.   the Dealer Agreement;
                F.   the Underwriting Agreement;
                G.   the Class A-1 Note Trust Deed;
                H.   the Class A-1 Notes;
                I.   the Agency Agreement; and
                J.   any other document which is agreed by the Manager and the
                     Trustee to be a Transaction Document in relation to the
                     Series Trust;

          (ii)  a "Security" has the same meaning as in this Deed; and

          (iii) a "Securityholder" has the same meaning as in this Deed.

     (b)  (Meeting procedures):  The procedures for convening a meeting of the
          Securityholders or the Class A-1 Noteholders for the purposes of
          clause 26 of the Master Trust Deed, in so far as those procedures
          apply to the Securityholders or the Class A-1 Noteholders (as the
          context requires), are varied as follows:

          (i)   if the Class A-1 Noteholders are included within the, or are
                the only,

                                                                             33.
<PAGE>

                Relevant Investors for the purposes of a meeting under clause
                26 of the Master Trust Deed:

                A.  any notice of a meeting given or required to be given to the
                    Class A-1 Noteholders must also be given to the Class A-1
                    Note Trustee;
                B.  any notice given to Class A-1 Noteholders of a meeting under
                    clause 26 of the Master Trust Deed must be given in
                    accordance with Condition 11.1 of the Class A-1 Note
                    Conditions (in lieu of notice pursuant to clause 26.2(e) of
                    the Master Trust Deed); and
                C.  a meeting under clause 26 of the Master Trust Deed at which
                    the Class A-1 Note Trustee is the only Relevant Investor
                    pursuant to clause 1.6(b)(ii) must not, unless otherwise
                    agreed by the Class A-1 Note Trustee, be held until the
                    Class A-1 Note Trustee has had the opportunity of seeking
                    and obtaining directions from the Class A-1 Noteholders
                    regarding how the Class A-1 Note Trustee is to vote at the
                    meeting;

          (ii)  the Relevant Investors in relation to the Class A-1 Notes, for
                the purposes of clause 26 of the Master Trust Deed, means the
                Class A-1 Note Trustee alone, acting on behalf of the Class A-1
                Noteholders under the Class A-1 Note Trust Deed or, if the Class
                A-1 Note Trustee has become bound to take steps and/or to
                proceed under the Class A-1 Note Trust Deed and fails to do so
                within a reasonable time and such failure is continuing, the
                Class A-1 Noteholders;

          (iii) if the Class A-1 Note Trustee is the only Relevant Investor in
                relation to the Class A-1 Notes pursuant to clause 1.6(b)(ii),
                it will be regarded as a Representative holding or representing
                all of the Class A-1 Notes for the purposes of determining
                whether a quorum is present at such meeting, for determining the
                votes to which the Class A-1 Note Trustee is entitled to cast at
                such meeting and any other relevant matter relating to such
                meeting;

          (iv)  if the Class A-1 Noteholders become entitled to attend a meeting
                of Relevant Investors pursuant to clause 1.6(b)(ii), the
                evidence of the entitlement of such Class A-1 Noteholders to
                attend such meeting and to vote thereat, and any other relevant
                matters, will be determined in accordance with the provisions of
                the Class A-1 Note Trust Deed and the Agency Agreement, with
                such amendments as determined by the Trustee to be necessary;
                and

          (v)   if at a particular time the Class A-1 Note Trustee is or would
                be the only Relevant Investor in respect of a meeting under
                clause 26 of the Master Trust Deed, notwithstanding any other
                provision of the Master Trust Deed the requirement to convene
                such a meeting and put such issue to such meeting will be
                satisfied if directions are sought from the Class A-1 Note
                Trustee on the particular issue that would otherwise be put to
                such meeting. Upon such a direction being given by the Class A-1
                Note Trustee, a meeting of the Relevant Investors will be
                regarded as having been duly called, convened and held and the
                direction will be regarded as properly passed as an
                Extraordinary Resolution of such meeting.

     (c)  (Master Trust Deed Provisions): The following provisions of the Master
          Trust Deed will not apply to the Class A-1 Notes or the Class A-1
          Noteholders: clauses 5.1(d), 6, 8.1, 9, 10, 23.1 and 24.4.

                                                                             34.
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1.7  Support Facilities

     The Series Trust has the following Support Facilities:

     (a)  (Currency Swap Agreements):  each Currency Swap Agreement (which is
          also a Hedge Agreement of the Series Trust for the purposes of the
          Master Trust Deed);

     (b)  (Interest Rate Swap Agreement):  each Interest Rate Swap Agreement
          (which is also a Hedge Agreement of the Series Trust for the purposes
          of the Master Trust Deed);

     (c)  (Liquidity and Standby Redraw Facilities): each Liquidity Facility and
          the Standby Redraw Facility (which are each also Liquidity Facilities
          of the Series Trust for the purposes of the Master Trust Deed); and

     (d)  (Mortgage Insurance Policies):  the Mortgage Insurance Policies (which
          are also Credit Enhancements of the Series Trust for the purposes of
          the Master Trust Deed).

1.8  Security Trust Deed

     The obligations of the Trustee under the Securities (amongst other things)
     will be secured to the Securityholders (among others) by the Security Trust
     Deed which is a Security Trust Deed relating to the Series Trust for the
     purposes of the Master Trust Deed.

1.9  Nominated Seller and Nominated Servicer

     The Nominated Seller in relation to the Series Trust for the purposes of
     the Master Trust Deed is the Seller and the Nominated Servicer in relation
     to the Series Trust for the purposes of the Master Trust Deed is the
     Servicer.

1.10 Binding on Securityholders and the Residual Unitholder

     This Deed is binding on each Securityholder and the Residual Unitholder as
     if each was originally a party to this Deed.

1.11 Relationship between Trustee and Securityholders

     The obligations of the Trustee to the Securityholders expressed in this
     Deed or the Master Trust Deed, in so far as the Master Trust Deed relates
     to the Series Trust, are contractual obligations only and do not create
     any relationship of trustee or fiduciary between the Trustee and the
     Securityholders.

1.12 Incorporated Definitions and other Transaction Documents and provisions

     Where in this Deed a word or expression is defined by reference to its
     meaning in another Transaction Document or there is a reference to another
     Transaction Document or to a provision of another Transaction Document,
     any amendment to the meaning of that word or expression or to that other
     Transaction Document or provision (as the case may be) will be of no
     effect for the purposes of this Deed unless and until the amendment is
     consented to by the parties to this Deed (construed in the absence of
     clause 1.10).

2.   THE CBA TRUST

2.1  Constitution of CBA Trust

     The CBA Trust is constituted upon:

     (a)  (Execution of this Deed):  the execution of this Deed by the Trustee,
          the Manager, the Servicer and the Seller; and

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     (b)  (Payment of $100):  the payment of the sum of $100 by on or behalf of
          the Seller to the Trustee (the receipt of which the Trustee
          acknowledges by executing this Deed).

2.2  Declarations of Trust for the CBA Trust

     The Trustee declares that it will hold all the right, title and interest
     in, to and under the $100 referred to in clause 2.1(b) and any further CBA
     Trust Asset on trust for the Seller in accordance with this clause 2 and
     subject to the trusts, terms and conditions of this Deed.

2.3  Name of the CBA Trust

     The CBA Trust will be known as the "CBA Series 2000-1 Trust" or such other
     name from time to time agreed between the Trustee and the Seller (subject
     to any approvals required by law).

2.4  Entitlement of Seller to the CBA Trust

     The beneficial interest in the CBA Trust is vested absolutely in the
     Seller.

2.5  Bare Trust

     The Trustee holds the CBA Trust Assets on bare trust for the Seller.

2.6  Duration of the CBA Trust

     The CBA Trust commences on the date of its constitution as referred to in
     this Deed and ends on its Termination Date (as if every reference in the
     definition of this term in clause 1.1 of the Master Trust Deed to a Series
     Trust was to the CBA Trust).

2.7  Early Termination of the CBA Trust

     Immediately upon the termination of the Series Trust, the Seller must
     notify the Trustee that the CBA Trust is to be terminated. Upon receipt of
     that notice, the Trustee must promptly terminate the CBA Trust.

2.8  Dealing with CBA Trust Assets of the Series Trust

     Subject to the terms of this Deed:

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

     (b)  (Trustee may only deal with CBA Trust Assets as directed by Seller):

          (i)  the Trustee must not deal with the CBA Trust Assets other than in
               accordance with directions given by the Seller from time to time;
               and
          (ii) the Trustee must act in accordance with any direction given to it
               by the Seller in respect of the CBA Trust Assets,

     save that, in either case, the Trustee is not obliged to act in accordance
     with the directions of the Seller where to do so would be illegal or result
     in the Trustee's exposure to a risk of personal liability where the Trustee
     is not satisfied, in its absolute discretion, that the Seller will be able
     to reimburse the Trustee in accordance with clause 2.15.

2.9  Proceeds

     (a)  (Seller may retain proceeds):  The Seller may retain any proceeds
          received by it from the CBA Trust Assets.

     (b)  (Trustee must pay proceeds to Seller):  Subject to clause 7.3(d)(i),
          the Trustee

                                                                             36.
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              must immediately pay to the Seller (or otherwise pay as the Seller
              directs) any proceeds the Trustee receives in respect of the CBA
              Trust Assets.

       (c)    (Seller's receipt good discharge): The receipt of amounts by the
              Seller pursuant to clauses 2.9(a) and (b) constitutes a good
              discharge to the Trustee.

 2.10  CBA Trust Not Part of Assets of the Series Trust

       (a)    (CBA Trust Assets not part of the Series Trust): The Trustee's
              right, title and interest in the CBA Trust Assets do not form part
              of the Assets of the Series Trust.

       (b)    (Trustee must account for CBA Trust Assets): The Trustee must
              account for the CBA Trust Assets separately from the Assets of the
              Series Trust.

       (c)    (Liabilities): The Trustee must not apply the Assets of the Series
              Trust to meet any liabilities of the CBA Trust and the Trustee
              must not apply the CBA Trust Assets to meet any Liabilities of the
              Series Trust.

       (d)    (No co-mingling): The Trustee must not co-mingle any money held by
              the Trustee in respect of the Series Trust with any money held by
              the Trustee in respect of the CBA Trust (and vice versa).

 2.11  Shared Securities

       (a)    (Not sell etc. Shared Securities): The Trustee must not, and the
              Manager must not direct the Trustee to, sell, transfer or grant
              any Security Interest over any Shared Security which is held by it
              partly as trustee for the Series Trust and partly by it as trustee
              for the CBA Trust without notifying the relevant transferee or
              holder of the Security Interest of the existence of the interest
              of the Seller as beneficiary of the CBA Trust in that Shared
              Security.

       (b)    (Power to lodge Caveats): The Seller has the power to lodge a
              Caveat over any Shared Security where the Trustee has sold,
              transferred or granted any Security Interest or the Seller
              reasonably believes that the Trustee will sell, transfer or grant
              any Security Interest over any Shared Security in breach of clause
              2.11(a).

 2.12  Trustee's Duties

       The Trustee owes no fiduciary or other duties to the Seller in respect of
       the CBA Trust Assets other than pursuant to clauses 2.8, 2.9(b), 2.10
       and 7.3 and, in any event, is not liable in any manner whatsoever to the
       Seller for any loss to the CBA Trust Assets as a result of acting on the
       direction of the Seller or for not acting as a result of the Seller
       failing to give any direction to the Trustee or for otherwise acting in
       accordance with this Deed.

 2.13  Substitute Trustee

       (a)    (Substitute Trustee): Any Substitute Trustee (other than the
              Manager when acting as Trustee) must be approved by the Seller
              which approval is not to be unreasonably withheld or delayed.

       (b)    (Retirement or removal of the Trustee from the CBA Trust): The
              provisions of clause 19 of the Master Trust Deed apply with
              necessary modifications to the CBA Trust as if every reference in
              such clause to:

              (i)    a Series Trust or the Series Trusts included a reference to
                     the CBA Trust; and

              (ii)   as if every reference to the "Manager" was a reference to
                     the Seller.

       (c)    (CBA Trust Assets to Vest in Substitute Trustee): Upon the
              retirement or removal of the Trustee as trustee of the Series
              Trust in accordance with the

                                                                             37.
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              Master Trust Deed, the Trustee must vest the CBA Trust Assets, or
              cause them to be vested, in the Substitute Trustee and must
              deliver to the Substitute Trustee (or to the Manager if it is
              acting as Trustee) all books, documents, records and other
              property whatsoever in its possession (if any) relating to the CBA
              Trust. The costs and expenses of this are to be paid by the
              Seller.

 2.14  Transfer of the CBA Trust Assets to Seller on termination of CBA Trust

       On the termination of the CBA Trust, the Trustee is deemed to offer to
       immediately transfer the CBA Trust Assets to the Seller.  The Seller can
       accept such offer only by an Authorised Officer of the Seller accepting
       such offer orally (including by way of telephone) communicated to an
       Authorised Officer of the Trustee.  The Trustee must execute and deliver
       to the Seller such instruments as the Seller reasonably requests to vest
       in the Seller all right, title and interest of the Trustee in the CBA
       Trust Assets of the Series Trust.

 2.15  Seller Indemnity

       (a)    (CBA Trust): Subject to clause 2.15(b), but without limiting any
              indemnity to which the Trustee is otherwise entitled at general
              law, the Seller unconditionally and irrevocably indemnifies the
              Trustee in respect of, and agrees to pay within 5 Business Days of
              receipt of a written demand from the Trustee:

              (i)    any liability incurred by the Trustee as a result of the
                     Trustee complying with any directions by the Seller in
                     accordance with clause 2.8 or not acting as a result of
                     the Seller failing to give any direction to the Trustee;

              (ii)   any liability incurred by the Trustee in connection with
                     the transfer of any CBA Trust Asset to the Seller
                     (including, but not limited to, stamp duties and Taxes
                     payable in connection with such transfer); and

              (iii)  all other costs, charges, Taxes, expenses and liabilities
                     incurred by the Trustee in respect of the CBA Trust in
                     accordance with this clause 2, clause 7.7 or clause 7.8.

       (b)    (Limitation of Seller indemnity): The Seller's obligations under
              clause 2.15(a) to indemnify and reimburse the Trustee do not
              apply to the extent that such liabilities, costs, charges, Taxes,
              stamp duties or expenses arise as a result of the Trustee's
              negligence, fraud or wilful default.

 2.16  Limitation of Liability

       The Trustee enters into this Deed in its capacity as trustee of the CBA
       Trust (in addition to entering into this Deed in its capacity as trustee
       of the Series Trust).  A liability arising under or in connection with
       this Deed and the CBA Trust can be enforced against the Trustee only to
       the extent to which it can be satisfied out of the CBA Trust Assets out
       of which the Trustee is actually indemnified for the liability.  This
       clause will not apply to any obligation or liability of the Trustee in
       respect of the CBA Trust to the extent that it is not satisfied because,
       under this Deed or by operation of law, there is a reduction in the
       extent of the Trustee's indemnification out of the CBA Trust Assets as a
       result of the Trustee's fraud, negligence or wilful default.

 3.    UNIT IN THE SERIES TRUST

 3.1   Beneficial Interest Represented by a Single Unit

       The beneficial interest in the Series Trust is represented by a single
       unit to be known as the Residual Unit.

 3.2   Initial Holder of the Residual Unit

       The initial holder of the Residual Unit in the Series Trust is the
       Commonwealth Bank of Australia.

                                                                             38.
<PAGE>

 3.3   Registration of CBA as Initial Residual Unitholder

       Immediately upon the execution of this Deed, the Trustee must enter the
       Commonwealth Bank of Australia into the Register of the Series Trust as
       the initial Residual Unitholder in the Series Trust and must issue to the
       Commonwealth Bank of Australia a Unit Certificate in respect of such
       Residual Unit.

 3.4   Form of Unit Certificate

       The initial form of the Unit Certificate for the Residual Unit is as set
       out in Schedule 9.

 3.5   Form of Unit Transfer

       The form of the Unit Transfer for the Residual Unit may be agreed from
       time to time between the then Residual Unitholder, the Manager and the
       Trustee (acting reasonably).

 3.6   No Other Relationship

       Nothing in this Deed constitutes either the Trustee, the Manager or the
       Servicer as the agent of the Residual Unitholder nor creates any
       relationship between the Residual Unitholder on the one hand and the
       Manager (other than as Manager), the Servicer (other than as Servicer) or
       the Trustee (other than as Trustee) on the other.

 4.    ASSIGNMENT OF MORTGAGE LOAN RIGHTS

 4.1   Approved Financial Assets of the Series Trust

       The nature of the Approved Financial Assets that may be acquired by the
       Trustee for the purposes of the Master Trust Deed are Mortgage Loan
       Rights.

 4.2   Sale Notice

       If the Seller wishes to offer to assign to the Trustee, on the terms of
       this Deed, its right, title and interest in any Mortgage Loan Rights, the
       Seller is only entitled to do so by giving to the Trustee (with a copy to
       the Manager) a Sale Notice in relation to those Mortgage Loan Rights 5
       Business Days (or such other period as the Seller has agreed with the
       Trustee and the Manager) before the date specified in the Sale Notice as
       the Closing Date.

 4.3   Requirements of Sale Notice

       A Sale Notice must:

       (a)    (State that it is a Sale Notice): state that it is a Sale Notice
              pursuant to clause 4.2 and that it relates to the Series Trust;

       (b)    (Timing): not be issued:

              (i)    until at least 1 Business Day after the Series Trust has
                     been constituted; or

              (ii)   after the Termination Date in respect of the Series Trust;

       (c)    (Be delivered): be delivered to the Trustee and copied to the
              Manager;

       (d)    (Schedule of Mortgage Loans): be accompanied by a schedule of the
              Mortgage Loans offered to be assigned to the Trustee that contains
              the information required by clause 4.4;

       (e)    (Closing Date): state the proposed Closing Date (which, unless
              otherwise agreed by the Trustee in writing, must be at least 5
              Business Days after the date of the receipt by the Trustee of the
              Sale Notice);

       (f)    (Cut-Off Date): state the Cut-Off Date (which, unless otherwise
              agreed by the

                                                                             39.
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              Trustee in writing, must be at least 10 Business Days before the
              Closing Date); and

       (g)    (Authorised Officer):  be signed by an Authorised Officer of the
              Seller.

 4.4   Mortgage Loan Schedule

       The schedule required by clause 4.3(d) to accompany the Sale Notice must
       contain the following details in respect of each Mortgage Loan as at the
       commencement of business on the Cut-Off Date:

       (a)    (Name and address): the name and address of the Borrower under the
              Mortgage Loan (as recorded in the Seller's records in accordance
              with the Servicing Standards) and the address of the property
              secured by each Mortgage;

       (b)    (Account number): the account number of the Mortgage Loan;

       (c)    (Amount outstanding): the principal amount outstanding, and
              accrued interest, under the Mortgage Loan; and

       (d)    (LVR): the Loan to Value Ratio of the Mortgage Loan.

 4.5   Sale Notice Constitutes an Offer

       A Sale Notice constitutes an offer by the Seller to assign to the Trustee
       with effect from the commencement of business on the Cut-Off Date and
       subject to the terms of this Deed and the Master Trust Deed the Seller's
       entire right, title and interest in, to and under the following:

       (a)    (Mortgage Loans): each Mortgage Loan identified in the schedule
              accompanying the Sale Notice;

       (b)    (Other Loans): all Other Loans in existence from time to time in
              relation to the above Mortgage Loans;

       (c)    (Mortgages): all Mortgages in existence from time to time in
              relation to the above Mortgage Loans;

       (d)    (Collateral Securities): all Collateral Securities in existence
              from time to time in relation to the above Mortgage Loans;

       (e)    (Mortgage Insurance Policy): all Mortgage Insurance Policies as at
              the commencement of business on the Cut-Off Date (other than the
              GEMICO Mortgage Insurance Policy);

       (f)    (Mortgage Receivables): all Mortgage Receivables in existence from
              time to time in relation to the above Mortgage Loans; and

       (g)    (Mortgage Documents): all Mortgage Documents in existence from
              time to time in relation to the above Mortgage Loans.

 4.6   Sale Notice Revocable

       The Sale Notice is revocable by the Seller by notice received by the
       Trustee (and copied to the Manager) prior to the close of business
       (Sydney time) 4 Business Days before the proposed Closing Date.  If no
       such notice is received by the Trustee and the Manager by that time, the
       Sale Notice is then irrevocable.

 4.7   Acceptance of Offer

       The offer contained in the Sale Notice may be accepted by the Trustee
       only in accordance with this clause 4.

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 4.8   Timing of Acceptance

       (a)    (Means of acceptance):  The Trustee will, if so directed by the
              Manager in writing, accept the offer contained in the Sale Notice
              at any time after 10.00 a.m. and before 3.30 p.m. (or between such
              other times as may be agreed by the Trustee and the Seller) on the
              Closing Date by, and only by, the Trustee paying, or causing
              payment of, the Consideration to the Seller in cleared and
              immediately available funds.

       (b)    (No further acts required):  The Trustee is not required to do any
              further act, matter or thing to accept the offer contained in the
              Sale Notice.

 4.9   Seller Not Obliged to Make, and Trustee Not Obliged to Accept, Offer

       Notwithstanding satisfaction of all relevant conditions precedent or any
       negotiations undertaken between the Seller and the Trustee prior to any
       acceptance by the Trustee of the offer contained in the Sale Notice:

       (a)    (Seller not obliged to make offer): the Seller is not obliged to
              issue the Sale Notice and the Trustee is not obliged to accept the
              offer contained in the Sale Notice and no contract for the sale or
              purchase of any Mortgage Loan Rights will arise unless and until
              the Trustee accepts the offer contained in the Sale Notice in
              accordance with this clause 4; and

       (b)    (Trustee acquires no rights until offer irrevocable): the Trustee
              acquires no rights against the Seller or the Servicer in respect
              of the Mortgage Loan Rights specified in the Sale Notice until
              such time as the Sale Notice (if issued) becomes irrevocable.

 4.10  Can Only Accept all Mortgage Loan Rights in Loan Pool

       The offer contained in the Sale Notice may only be accepted in relation
       to all the Mortgage Loan Rights specified in the Sale Notice.

 4.11  Effect of Acceptance

       Acceptance, in accordance with this Deed, of the offer contained in the
       Sale Notice constitutes an immediate assignment with effect from the
       commencement of business on the Cut-Off Date of the Seller's entire
       right, title and interest in the Mortgage Loan Rights. The Trustee's
       right, title and interest in such Mortgage Loan Rights is at all times
       subject to the terms of this Deed and the Master Trust Deed.

 4.12  Sale in Equity Only

       (a)    (Assignment in equity): An assignment of Mortgage Loan Rights in
              accordance with this Deed takes effect initially in equity only.

       (b)    (Trustee must not communicate, disclose or perfect title): The
              Trustee must not:

              (i)    take any steps to perfect its legal title to the Mortgage
                     Loan Rights;

              (ii)   give any notice to, or communicate in any other way with, a
                     Borrower or the provider of any Collateral Security; or

              (iii)  disseminate or disclose any information in respect of the
                     assignment of the Mortgage Loan Rights,

              except in accordance with the terms of this Deed.

 4.13  Sale Not to Amount to Assumption of Obligations

       An assignment of Mortgage Loan Rights in accordance with this Deed, and
       the acceptance of the Sale Notice, does not constitute an assumption by
       the Trustee, the Servicer, the

                                                                             41.
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       Manager or any Securityholder of any obligation of the Seller or any
       other person pursuant to, or in connection with, the Mortgage Loan Rights
       or any other obligation of the Seller to the Borrower or any other party
       pursuant to, or in connection with, the Mortgage Documents.

 4.14  Future Advances

       Without limiting the generality of clause 4.13, the Seller retains the
       obligation to make such further advances or provide such other financial
       accommodation as the Seller was required to make under the terms of the
       relevant Mortgage Loan prior to the Cut-Off Date for that Mortgage Loan.

 4.15  Future Receivables

       Without limiting the effect of any assignment of any Mortgage Loan
       occurring on the Trustee accepting the Sale Notice but subject to clauses
       4.13 and 4.14, the Seller's right, title and interest in respect of any
       Mortgage Loan Rights arising, and any Mortgage Documents entered into, on
       or after the Cut-Off Date, form part of the rights assigned to the
       Trustee (to be held subject to the terms of the Master Trust Deed and
       this Deed) and, immediately following creation (including, without
       limitation, Mortgage Loan Rights created by the making of any further
       advance or the provision of any financial accommodation under the terms
       of a Mortgage Loan), vest in the Trustee in accordance with the
       assignment of that Mortgage Loan pursuant to this Deed.

 4.16  Power to Acquire Mortgage Loans in Arrears

       In accordance with clause 16.4 (v) of the Master Trust Deed, the parties
       expressly agree that the Trustee has the power to acquire Mortgage Loans
       as Assets of the Series Trust notwithstanding that payments due from
       Borrowers under such Mortgage Loans are in arrears as at the date of
       their acquisition by the Trustee.

 5.    THE SECURITIES

 5.1   Securities divided into Classes

       The Securities are divided into four Classes as follows:

       (a)  the Class A-1 Notes;

       (b)  the Class A-2 Notes;

       (c)  the Class B Notes; and

       (d)  the Redraw Bonds.

 5.2   Form, constituent documents and denomination of the Securities

       (a)    (Class A-1 Note):  The Class A-1 Notes will be in registered form,
              without coupons; upon issue, will be represented by 3 or more
              Class A-1 Book Entry Notes (as defined in the Class A-1 Note Trust
              Deed) (and interests in such Class A-1 Book Entry Notes may be
              exchanged for Class A-1 Definitive Notes (as defined in the Class
              A-1 Note Trust Deed) in the circumstances set out in clause
              3.4(a) of the Class A-1 Note Trust Deed); will be constituted,
              issued and authenticated pursuant to the Class A-1 Note Trust Deed
              and will be denominated in US dollars.

       (b)    (A$ Securities):  The A$ Securities will, upon issue, be in the
              form of registered debt securities, will be constituted pursuant
              to the Master Trust Deed and this Deed and will be denominated in
              Australian dollars.

                                                                             42.
<PAGE>

 5.3   Trustee must Issue the Notes

       Subject to the satisfaction of all conditions precedent in respect
       thereof in the Transaction Documents, the Trustee on the Closing Date
       must issue:

       (a)    (Class A-1 Notes): the Class A-1 Notes in accordance with the
              Class A-1 Note Trust Deed and the Underwriting Agreement; and

       (b)    (Class A-2 and B Notes): the Class A-2 Notes and the Class B Notes
              in accordance with this Deed and the Dealer Agreement.

 5.4   Issue of Redraw Bonds

       If the Trustee receives:

       (a)    (Notice under Clause 8.4): a notice from the Manager pursuant to
              clause 8.4(a); and

       (b)    (No downgrade): written confirmation from each of the Rating
              Agencies that the proposed issue of Redraw Bonds will not result
              in a reduction, qualification or withdrawal of any then current
              credit rating assigned by it to a Security,

       the Trustee must issue Redraw Bonds up to the amount specified in the
       notice on the date for issue of the Redraw Bonds referred to in the
       notice.

 5.5   Initial Invested Amount of the Securities

       (a)    (Class A-1 Notes):  Each Class A-1 Note on its issue will have an
              Initial Invested Amount as set out on the face of that Class A-1
              Note and will be issued at par value.

       (b)    (A$ Securities): Each A$ Security on its issue will have an
              Initial Invested Amount of A$100,000 and will be issued at par
              value.

 5.6   Interest on the Securities

       (a)    (Class A-1 Notes):  Each Class A-1 Note will accrue interest, and
              such interest will be payable, in accordance with the Class A-1
              Note Conditions.

       (b)    (A$ Securities):

              (i)    Each A$ Security will accrue interest from (and including)
                     its Issue Date and will cease to accrue interest from (and
                     including) the earlier of:

                     A.     the date on which the Stated Amount of the A$
                            Security is reduced to zero and all accrued interest
                            in respect of the A$ Security is paid in full; and

                     B.     the date on which the A$ Security is deemed to be
                            repaid in accordance with clause 5.7(b)(iv).

              (ii)   The period that an A$ Security accrues interest in
                     accordance with clause 5.7(b)(i) will be divided into
                     periods (each included within the definition of an "Accrual
                     Period"). The first such period for an A$ Security will
                     commence on (and include) the Issue Date for that A$
                     Security and will end on (but will not include) the next
                     Distribution Date. Each succeeding such period will be
                     equal to each corresponding Accrual Period. The final such
                     period for an A$ Security will end on (but will not
                     include) the date on which interest ceases to accrue on the
                     A$ Security pursuant to clause 5.6(b)(i).

              (iii)  Interest on each A$ Security for each of its Accrual
                     Periods will accrue on a daily basis at the product of the
                     Interest Rate applicable to that A$ Security and the
                     Invested Amount of the A$ Security at the close of business
                     on the first day of that Accrual Period and will be

                                                                             43.
<PAGE>

                     calculated on a daily basis and based on a 365 day year.

              (iv)   Interest so calculated on an A$ Security will, subject to
                     this Deed, be payable in arrears on each Distribution Date.

 5.7   Redemption of the Securities

       (a)    (Class A-1 Notes):  The Class A-1 Notes will be redeemed or deemed
              to be redeemed) in accordance with the Class A-1 Note Conditions.

       (b)    (A$ Securities):

              (i)    Unless previously redeemed in full, the Trustee will,
                     subject to this Deed, redeem each A$ Security at its then
                     Stated Amount, together with all accrued but unpaid
                     interest, on the Scheduled Maturity Date.

              (ii)   Subject to clauses 5.7(b)(iii) and (iv), on each
                     Distribution Date referred to in clause 10.5, an A$
                     Security will be redeemed (either in whole or in part as
                     the context requires) to the extent that any moneys are
                     applied by the Trustee pursuant to clause 10.5 to that A$
                     Security.

              (iii)  Unless previously redeemed in full, the Trustee must redeem
                     all, but not some only, of the A$ Securities, when required
                     to do so in accordance with, and for the amount required
                     under, Conditions 7.3 and 7.4 of the Class A-1 Note
                     Conditions.

              (iv)   Upon a final distribution being made in respect of an A$
                     Security under clause 26.12 of this Deed or clause 13.1
                     of the Security Trust Deed, each A$ Security will thereupon
                     be deemed to be redeemed and discharged in full and any
                     obligation to pay any accrued but unpaid interest and any
                     then unpaid, Stated Amount, Invested Amount or any other
                     amounts in relation to the A$ Security will be extinguished
                     in full.

              (v)    Subject to clause 5.7(b)(iii), no amount of principal will
                     be repaid in respect of an A$ Security in excess of the
                     Stated Amount of that A$ Security.

 5.8   Interest on Overdue Interest on the Securities

       (a)    (Class A-1 Notes):  If interest is not paid in respect of a Class
              A-1 Note on the date when due and payable in accordance with the
              Class A-1 Note Conditions, the unpaid interest will in turn bear
              interest in accordance with the Class A-1 Note Conditions.

       (b)    (A$ Securities):  If interest is not paid in respect of an A$
              Security on the date when due and payable in accordance with this
              Deed (but without regard to any limitation herein contained) that
              unpaid interest will in turn bear interest at the Interest Rate
              from time to time applicable on that A$ Security until (but
              excluding) the date on which the unpaid interest, and interest on
              it, is paid in accordance with clause 10.2.

 5.9   Rounding of Payments on the Securities

       (a)    (Class A-1 Notes):  All payments in respect of the Class A-1 Notes
              will be rounded in accordance with the Class A-1 Note Conditions.

       (b)    (A$ Securities):  All payments in respect of the A$ Securities
              will be rounded down to the nearest cent.

 5.10  Securities Rank Equally Except for Special Rights

       The Securities enjoy the same rights, entitlements, benefits and
       restrictions, except as expressly provided in this Deed, the Master Trust
       Deed, the Class A-1 Note Trust Deed, the Class A-1 Notes and the Security
       Trust Deed.

                                                                             44.
<PAGE>

 5.11  Transfer of Securities

       (a)    (Master Trust Deed):  Clause 10.4(a) of the Master Trust Deed
              does not apply to the Securities.

       (b)    (Transfer of A$ Securities in accordance with Corporations Law):
              A Securityholder is only entitled to transfer an A$ Security if
              the offer of the A$ Security for sale, or the invitation to
              purchase the A$ Security, to the proposed transferee by the
              Securityholder is an offer or invitation that does not need
              disclosure to investors under Part 6D.2 of Chapter 6 of the
              Corporations Law and otherwise complies with the Corporations Law.

       (c)    (Regulation S):  An A$ Security may not be offered or sold within
              the United States of America or to, or for the account or benefit
              of, US persons except in accordance with Regulation S under the
              Securities Act or pursuant to an exemption from the registration
              requirements of the Securities Act.  Terms used in this clause
              5.11(c) have the meaning given to them by Regulation S under the
              Securities Act.

 6.    CONDITIONS PRECEDENT TO ACCEPTANCE OF SALE NOTICE AND ISSUE OF NOTES

 6.1   General Conditions Precedent

       The Trustee must receive each of the following documents before it can
       accept the offer contained in the Sale Notice (if issued by the Seller)
       or issue the Notes:

       (a)    (Standby Redraw Facility): an executed original counterpart of the
              Standby Redraw Facility Agreement together with a letter from the
              Standby Provider confirming that all conditions precedent to the
              Standby Redraw Facility have been received in a form and substance
              satisfactory to it;

       (b)    (Liquidity Facility): an executed original counterpart of the
              Liquidity Facility Agreement, together with a letter from the
              Liquidity Provider confirming that all conditions precedent to the
              Liquidity Facility have been received by it in form and substance
              satisfactory to it;

       (c)    (Interest Rate Swap Agreement): an executed original counterpart
              of the Interest Rate Swap Agreement together with a letter from
              the Interest Rate Swap Provider confirming that all conditions
              precedent to the Interest Rate Swap Agreement have been received
              in form and substance satisfactory to it;

       (d)    (Currency Swap Agreements): an executed original counterpart of
              each initial Currency Swap Agreement, together with a letter from
              each initial Currency Swap Provider confirming that all conditions
              precedent to its Currency Swap Agreement have been received by it
              in form and substance satisfactory to it.

       (e)    (Security Trust Deed): an executed original counterpart of the
              Security Trust Deed;

       (f)    (Class A-1 Note Trust Deed): an executed original counterpart of
              the Class A-1 Note Trust Deed;

       (g)    (Agency Agreement): an executed original counterpart of the Agency
              Agreement;

       (h)    (Dealer Agreement and Underwriting Agreement): an executed
              original counterpart of the Dealer Agreement and the Underwriting
              Agreement;

       (i)    (Mortgage Insurance Policies): an executed original counterpart of
              the GEMICO Mortgage Insurance Policy together with a letter from
              GEMICO confirming that it has accepted for insurance under the
              GEMICO Mortgage

                                                                             45.
<PAGE>

              Insurance Policy the Mortgage Loans referred to in the certificate
              attached to the letter and that the Seller has paid the premium in
              respect of the GEMICO Mortgage Insurance Policy;

       (j)    (Computer diskette):  a computer diskette from the Seller in a
              form agreed between the Seller and the Trustee containing:

              (i)    a list of all of the offices at which the Mortgage
                     Documents relating to the Mortgage Loans are retained,
                     showing the street address and telephone number of the
                     relevant office;

              (ii)   the surname and address of the Borrower under each Mortgage
                     Loan;

              (iii)  the account number of each Mortgage Loan;

              (iv)   the street address of the Land which is the subject of the
                     Mortgage relating to each Mortgage Loan; and

              (v)    such other information in respect of the Mortgage Loans as
                     is agreed between the Seller and the Trustee;

       (k)    (Letter explaining identification methodology):  a letter from the
              Seller which explains (in a manner satisfactory to the Trustee)
              how the security packages containing the Mortgage Documents are
              marked or segregated so as to enable the Trustee to identify those
              security packages when at the premises of the Seller where the
              security packages are stored;

       (l)    (Seller letter): a letter (copied to the Rating Agencies) from the
              Seller which, in a manner satisfactory to the Trustee, explains
              how the Mortgage Loans are marked on the Mortgage Loan System so
              that those Mortgage Loans, if necessary, can be separately
              identified by the Trustee;

       (m)    (Confirmation from Rating Agencies): confirmation from each of the
              Rating Agencies that the Class A Notes have been assigned a
              provisional rating of AAA (in the case of S&P), Aaa (in the case
              of Moody's) and AAA in the case of Fitch IBCA and the Class B
              Notes have been assigned a provisional rating of AA (in the case
              of S&P), Aa2 (in the case of Moody's) and AA (in the case of Fitch
              IBCA);

       (n)    (Powers of attorney):

              (i)    10 originals of a power of attorney from the Seller in
                     favour of the Trustee substantially in the form contained
                     in Schedule 2 or in such other form or such other number
                     of copies as is required to enable registration of such
                     power of attorney in each State and Territory of Australia
                     in which registration is necessary or desirable (other than
                     Queensland or Western Australia);

              (ii)   2 originals of a power of attorney from the Seller in
                     favour of the Trustee substantially in the form contained
                     in Schedule 3 or in such other form as is required to
                     enable registration of such power of attorney in
                     Queensland; and

              (iii)  2 originals of a power of attorney from the Seller in
                     favour of the Trustee substantially in the form contained
                     in Schedule 4 or in such other form as is required to
                     enable registration of such power of attorney in Western
                     Australia;

       (o)    (Authorised Officers): a certificate setting out in full the name
              and specimen signature of each Authorised Officer of the Manager
              and the Servicer (also in its capacity as Seller);

       (p)    (Legal opinions): legal opinions from:

              (i)    Clayton Utz:

                     A.     as to, amongst other things, the validity and
                            enforceability of the obligations of the Seller, the
                            initial Servicer and the

                                                                             46.
<PAGE>

                            initial Manager under the Transaction Documents, or
                            those parts of the Transaction Documents, expressed
                            to be governed by Australian law;

                     B.     as to the tax and stamp duty implications of the
                            Series Trust and the transactions contemplated by
                            the Transaction Documents; and

              (ii)   Mallesons Stephen Jaques as to the validity and
                     enforceability of the obligations of the Trustee and the
                     Security Trustee under the Transaction Documents;

              (iii)  Allen, Allen & Hemsley as to the validity and
                     enforceability of the obligations of GEMICO under the
                     GEMICO Mortgage Insurance Policy; and

              (iv)   Skadden Arps Slate Meagher & Flom as to the validity and
                     enforceability of the obligations under the Underwriting
                     Agreement of J.P. Morgan Securities Inc and each of the
                     other Underwriters named therein;

              (v)    Mayer Brown & Platt as to, amongst other things, the
                     validity and enforceability of the obligations of the
                     Seller and the Manager under the Transaction Documents, or
                     those parts of the Transaction Documents, expressed to be
                     governed by the laws of the State of New York;

              (vi)   [ ] as to the validity and enforceability of the
                     obligations of The Bank of New York under the Transaction
                     Documents; and

              (vii)  internal counsel of Merrill Lynch Capital Services Inc as
                     to the due execution by Merrill Lynch Capital Services Inc.
                     of the Currency Swap Agreements and due execution by
                     Merrill Lynch & Co. Inc of the guarantees related to the
                     Currency Swap Agreements.

       (q)    (Direction from the Manager): a written direction from the Manager
              for the Trustee to accept the Sale Notice and to issue the Notes.

 6.2   Other Conditions Precedent

       Without limiting the generality of clauses 4.9 and 6.1, the Trustee must
       not accept the offer contained in the Sale Notice (if issued by the
       Seller) and must not issue the Notes unless it is satisfied that the form
       and content of the Sale Notice complies with this Deed.

 6.3   No Liability for Insufficient Moneys

       If on the Closing Date the Trustee has not received each of the documents
       specified in clause 6.1 or the condition specified in clause 6.2 is not
       fulfilled:

       (a)    (No acceptance):  the Trustee must not accept the offer contained
              in the Sale Notice (if issued by the Seller);

       (b)    (No issue):  the Trustee must not issue any Notes and must refund
              the Subscription Proceeds (if any) received by it to the relevant
              subscribers entitled to such Subscription Proceeds; and

       (c)    (No liability):  none of the Trustee, the Manager, the Servicer or
              the Seller will have any obligation or liability to any person as
              a result of not issuing the Notes.

 6.4   Manager's Certificate

       The Manager must not issue a direction to the Trustee pursuant to clause
       6.1(q) unless the Manager:

       (a)    (Compliance with Securities Laws): is satisfied that any offer for
              the issue, or any invitation to apply for the issue, of:

              (i)    the Class A-2 Notes and the Class B Notes:

                                                                             47.
<PAGE>

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

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

              (ii)   the Class A-1 Notes complies with:

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

                     B.     the Securities Act, all regulations made thereunder
                            and all other laws or regulations of any
                            jurisdiction of the United States of America
                            regulating the offer or the issue of, or the
                            subscription for, the Class A-1 Notes.

              (The Manager in becoming satisfied as to the above matters is
              entitled to rely conclusively, unless it has actual knowledge to
              the contrary, on, amongst other things, legal opinions or other
              advice issued to this effect to it or any representation or
              undertaking made to this effect in the applicable Dealer Agreement
              or Underwriting Agreement);

       (b)    (No breach by Seller of representations): is not actually aware
              that any representation or warranty made or taken to be made by
              the Seller in any Transaction Document in respect of the Series
              Trust is incorrect in any material respect on the Cut-Off Date as
              if repeated on that Cut-Off Date with reference to facts and
              circumstances then subsisting;

       (c)    (Breach of obligations by Seller): is not actually aware that the
              Seller is in breach in any material respect of any of its
              obligations under this Deed (unless that breach has been remedied
              to the satisfaction of the Manager);

       (d)    (Insolvency Event for Seller): is not actually aware that an
              Insolvency Event has occurred in relation to the Seller (unless
              that event has been remedied to the satisfaction of the Manager);
              and

       (e)    (Other conditions precedent): is satisfied that such other
              conditions precedent to the issue of the Notes and the acceptance
              by the Trustee of the offer contained in the Sale Notice as are
              specified in the Transaction Documents have been met.

 7.    DIVISION OF MORTGAGE LOAN RIGHTS BETWEEN THE CBA TRUST AND THE SERIES
       TRUST

 7.1   CBA Trust Assets

       The Trustee will hold as trustee of the CBA Trust all its right, title
       and interest in:

       (a)  (Other Loans): the Other Loans;

       (b)  (Balance of Mortgages etc.): the balance of the Mortgages, the
            Mortgage Documents, the First Layer of Collateral Securities and
            the Mortgage Receivables referred to in clause 7.2(b); and

       (c)  (Second Layer of Collateral Securities): the Second Layer of
            Collateral Securities,

       which are assigned to the Trustee by the Seller.

                                                                             48.
<PAGE>

 7.2   Mortgages and First Layer of Collateral Securities

       (a)    (The Series Trust): The Trustee will hold as trustee of the Series
              Trust all its right, title and interest in so much of any Mortgage
              Loan, Mortgage, the First Layer of Collateral Securities, the
              Mortgage Receivables and the Mortgage Documents for each Mortgage
              Loan assigned to the Trustee (including, without limitation, the
              proceeds of enforcement of such in relation to the Mortgage Loan)
              as is necessary to enable the full and final repayment of all
              amounts owing with respect to the Mortgage Loan.

       (b)    (The CBA Trust): The Trustee will hold as trustee for the CBA
              Trust the balance (if any) of its right, title and interest in any
              Mortgage Loan, Mortgage, First Layer of the Collateral Securities,
              Mortgage Receivables and Mortgage Documents referred to in clause
              7.2(a).

 7.3   Treatment of Shared Securities

       If:

       (a)    (Mortgage Loans in Series Trust): a Mortgage Loan forms part of
              the Assets of the Series Trust;

       (b)    (Other Loans in CBA Trust): an Other Loan forms part of the CBA
              Trust Assets; and

       (c)    (Collateral Security secures both): a Collateral Security which is
              part of the First Layer of Collateral Securities or a Mortgage
              which secures the Mortgage Loan also secures the Other Loan,

       then:

       (d)    (If Seller is Servicer): where the Seller is the Servicer, the
              Servicer is entitled to enforce that Collateral Security or
              Mortgage (as the case may be) upon a default occurring in respect
              of the Other Loan provided that the enforcement proceeds are paid
              to the Trustee. Upon receipt of such proceeds the Trustee must:

              (i)    treat as Collections the amount of such proceeds as is
                     equal to all amounts outstanding under the relevant
                     Mortgage Loan; and

              (ii)   pay the excess (if any) of such proceeds to the Seller (as
                     beneficiary of the CBA Trust) in respect of amounts
                     outstanding under the Other Loan; or

       (e)    (If Seller is not Servicer): where the Seller is not the Servicer,
              the Servicer must enforce that Collateral Security or Mortgage (as
              the case may be) upon receipt of a direction to do so from the
              Seller (as beneficiary of the CBA Trust) which states that the
              relevant Other Loan is in default. Upon receipt of the enforcement
              proceeds in respect of that Collateral Security or Mortgage (as
              the case may be) the Servicer must pay to the Trustee all such
              proceeds and the Trustee must:

              (i)    treat as Collections the amount of such proceeds as is
                     equal to all amounts outstanding under the relevant
                     Mortgage Loan; and

              (ii)   pay the excess (if any) of such proceeds to the Seller (as
                     beneficiary of the CBA Trust) in respect of amounts
                     outstanding under the Other Loan.

 7.4   Trustee's duties

       Subject to clauses 2.8(b), 2.9(b), 2.10 and 7.3, the Trustee is not
       required to take any action in respect of an Other Loan or the Second
       Layer of Collateral Securities or the balance of the Trustee's right,
       title and interest in any Mortgage, First Layer of Collateral

                                                                             49.
<PAGE>

       Securities and Mortgage Receivables referred to in clause 7.2(b).

 7.5   Upon Repayment of Mortgage Loan Trustee Holds for CBA Trust

       Subject to clause 7.6, if a Mortgage Loan has been repaid in full or is
       treated as having been repaid in full pursuant to clause 16.20(b), and
       the Mortgage Loan is not discharged, then the Trustee will, from the date
       of repayment or treated repayment in full of the Mortgage Loan,
       automatically by virtue of this Deed, and without the necessity for any
       further act or instrument or other thing to be done or brought into
       existence, hold the benefit of its right, title and interest in and to:

       (a)    (The Mortgage Loan): the Mortgage Loan;

       (b)    (Mortgages, etc.): any Mortgages, and the First Layer of
              Collateral Securities, held in respect of that Mortgage Loan;

       (c)    (Mortgage Documents): any Mortgage Documents held in relation to
              that Mortgage Loan; and

       (d)    (Mortgage Receivables): the Mortgage Receivables held in relation
              to that Mortgage Loan,

       as trustee of the CBA Trust.

 7.6   Application Where 2 Mortgage Loans

       If the Mortgages, First Layer of Collateral Securities, Mortgage
       Documents, and Mortgage Receivables referred to in clause 7.5 apply to
       more than one Mortgage Loan forming part of the Assets of the Series
       Trust, the holding of the Trustee's interest in such as trustee of the
       CBA Trust occurs only upon repayment in full of all such Mortgage Loans
       secured by such Mortgages, First Layer of Collateral Securities, Mortgage
       Documents and Mortgage Receivables.

 7.7   Costs

       The Seller must pay to, or reimburse, the Trustee immediately on demand
       for all costs and expenses including, without limitation, all legal costs
       charged at the usual commercial rates of the relevant legal services
       provider and any stamp duty and registration fees arising out of, or
       necessarily incurred in connection with, the Trustee coming to hold its
       right, title and interest in any Mortgage Loan Rights for the CBA Trust
       in accordance with clause 7.5.

 7.8   Alternative Structure

       The Trustee must co-operate with the Seller in transferring or holding
       the relevant assets set out in clause 7.5 in any reasonable way other
       than as set out in this clause 7 if to do so would materially reduce the
       liability of the Seller to reimburse the Trustee for any of the costs and
       expenses set out in clause 7.7 and provided that any proposal pursuant
       to this clause is permitted in law and does not result in the Trustee
       being exposed to the risk of personal liability unless the Trustee is
       satisfied, in its absolute discretion, that the Seller will be able to
       indemnify the Trustee in respect of such risk in accordance with clause
       2.15(a).

 8.    DETERMINATIONS BY THE MANAGER

 8.1   Applications and payments on Distribution Dates

       Prior to each Distribution Date, based on information provided by the
       Servicer, the Manager must make all necessary determinations to enable
       the Trustee to make the payments or allocations to be made by the Trustee
       on the Distribution Date pursuant to this Deed (including, for the first
       Distribution Date, the aggregate of the Accrued Interest Adjustment) and
       must give to the Trustee a written direction by 11am (Sydney time) on the
       Business Day prior to each Distribution Date in relation to the payments
       and allocations to

                                                                             50.
<PAGE>

       be made on that Distribution Date in accordance with this Deed.

 8.2   Insufficient principal to meet Seller Advances

       (a)    (Manager must prepare standby redraw notice): If on a
              Determination Date the Manager determines that the aggregate of
              the Principal Collections, the Principal Charge-off Reimbursement
              and the Other Principal Amounts for the Collection Period then
              ended is insufficient to meet in full the Seller Advances referred
              to in clause 10.3(a), the Manager must prepare and forward to the
              Trustee no later than the close of business 3 Business Days prior
              to the following Distribution Date a drawdown notice under and in
              accordance with the Standby Redraw Facility Agreement requesting a
              drawing under the Standby Redraw Facility for an amount equal to
              the lesser of the shortfall and the amount which is available for
              drawing under the Standby Redraw Facility (which notice must also
              specify the calculations used in determining the drawing so
              requested).

       (b)    (Trustee must execute and serve standby redraw notice): If the
              Trustee receives a drawdown notice from the Manager pursuant to
              clause 8.2(a), the Trustee must promptly sign and serve the
              drawdown notice on the Standby Redraw Facility Provider pursuant
              to the Standby Redraw Facility Agreement requesting a drawing on
              the following Distribution Date.

 8.3   Income Shortfall

       (a)    (Manager must prepare liquidity notice): If on a Determination
              Date there is an Income Shortfall, the Manager must prepare and
              forward to the Trustee no later than the close of business 3
              Business Days prior to the following Distribution Date a notice
              under and in accordance with the Liquidity Facility Agreement
              requesting a drawing under the Liquidity Facility for an amount
              equal to the lesser of the Income Shortfall and the amount which
              is available for drawing under the Liquidity Facility (which
              notice must also specify the calculations used in determining the
              drawing so requested).

       (b)    (Trustee must execute and deliver liquidity notice): If the
              Trustee receives a notice from the Manager pursuant to clause
              8.3(a) then the Trustee must immediately sign and serve the
              drawdown notice on the Liquidity Facility Provider pursuant to the
              Liquidity Facility Agreement requesting a drawing on the following
              Distribution Date.

 8.4   Insufficient principal to meet Seller Advances and Standby Redraw
       Facility Principal

       If, in respect of a Determination Date, the Manager considers that the
       aggregate of:

       (a)    (Principal Collections): the Principal Collections, the Principal
              Charge-off Reimbursement and the Other Principal Amounts for the
              Collection Period ending on the Determination Date; and

       (b)    (Standby Redraw Facility Advance): the Standby Redraw Facility
              Advance (if any) to be made on the following Distribution Date,

       as estimated by the Manager are likely to be insufficient to meet in full
       under clause 10.3 the aggregate of:

       (c)    (Seller Advances): the Seller Advances; and

       (d)    (Standby Redraw Facility Principal): the Standby Redraw Facility
              Principal,

       that the Manager estimates will be outstanding on the Determination Date,
       the Manager may prepare and forward to the Trustee a notice directing the
       Trustee to issue Redraw Bonds for a principal amount and on an issue date
       (which must be no earlier than 5 Business Days from the date of receipt
       of the notice by the Trustee) specified in the notice.  The Manager must
       not issue such a notice to the Trustee if the Manager considers that the

                                                                             51.
<PAGE>

       Stated Amount of the Redraw Bonds at the next Distribution Date (after
       including the proposed issue of Redraw Bonds and taking into account any
       expected repayments of principal on the Redraw Bonds pursuant to clause
       10.5) will exceed the Redraw Bond Principal Limit.

 8.5   Netting of Seller Advances and Standby Redraw Facility Advances

       If whilst the Standby Redraw Facility Provider is the Seller, the Standby
       Redraw Facility Provider makes a Standby Redraw Facility Advance on a
       Distribution Date by way of a book entry in its records pursuant to
       clause 4.6 of the Standby Redraw Facility Agreement:

       (a)    (Standby Redraw Facility Advance to be taken into account): the
              amount of the Standby Redraw Facility Advance will be taken into
              account for the purpose of the calculations to be made hereunder
              on the Distribution Date and the previous Determination Date; and

       (b)    (Seller Advance Reduced): the amount of the then outstanding
              Seller Advances will be reduced by the amount of such book entry
              on the Distribution Date, without the Trustee needing to make the
              corresponding payment under clause 10.3(a).

 8.6   Cash Advance Deposit

       On each Determination Date the Manager will determine the amount (if any)
       that has been received in the Collection Period just ended in respect of
       interest that has been earned on the Collections Account and which is
       attributable to the Cash Advance Deposit (if any) deposited in the
       Collections Account and will instruct the Trustee to pay such interest to
       the Liquidity Facility Provider on the next Distribution Date.

 8.7   Break Costs and Break Benefits

       (a)    (Application of Clause):  If the Trustee is party to a Fixed Rate
              Swap:

              (i)    this clause 8.7 will apply (but otherwise shall be of no
                     effect); and

              (ii)   Break Costs will not be included in the definition of
                     Finance Charge Collections (except as set out in clauses
                     8.7(c) and (d)) and Break Benefits will not be included in
                     the definition of Expenses.

       (b)    (Payment of Break Benefits):  The Servicer must pay any Break
              Benefits payable to Borrowers during a Collection Period from the
              Finance Charge Collections received during that Collection Period
              and not yet deposited by the Servicer in the Collections Account
              in accordance with clause 22.  If the Finance Charge Collections
              held by the Servicer and not deposited in the Collections Account
              are insufficient to pay any Break Benefits due to be paid to a
              Borrower, the Servicer must direct the Trustee, and upon such
              direction the Trustee must pay to the Borrower, such Break
              Benefits from the Finance Charge Collections in the Collections
              Account received during that Collection Period to the extent of
              the shortfall.

       (c)    (Net Break Payment):  If there is a Net Break Payment on a
              Determination Date, the Trustee must:

              (i)    pay the Break Costs in relation to the immediately
                     preceding Collection Period to the extent of the Net Break
                     Payment to the Interest Rate Swap Provider on the following
                     Distribution Date in accordance with the Interest Rate Swap
                     Agreement; and

              (ii)   treat the balance of the Break Costs in relation to the
                     immediately preceding Collection Period as Finance Charge
                     Collections in relation to that Collection Period.

       (d)    (Net Break Receipt):  If there is a Net Break Receipt on a
              Determination Date,

                                                                             52.
<PAGE>

              the Trustee must:

              (i)    treat the Break Costs in relation to the immediately
                     preceding Collection Period as Finance Charge Collections
                     in relation to that Collection Period; and

              (ii)   treat any amount received from the Interest Rate Swap
                     Provider on the following Distribution Date in respect of
                     the Net Break Receipt in accordance with the Interest Rate
                     Swap Agreement as an Available Income Amount with respect
                     to that Distribution Date.

       (e)    (Manager to Determine):  The Manager must determine on each
              Determination Date the Net Break Payment or Net Break Receipt, as
              the case may be, and must direct the Trustee as to the payments to
              be made by the Trustee, if any, in accordance with this clause
              8.7.

 8.8   Interest Rate Swap Provider Deposit

       On each Determination Date the Manager will determine the amount (if any)
       that has been received in the Collection Period just ended in respect of
       interest that has been earned on the Collections Account or any other
       account held by the Trustee as trustee of the Series Trust and which is
       attributable to the Interest Rate Swap Provider Deposit (if any)
       deposited in the Collections Account or that other account and will
       instruct the Trustee to pay such interest to the Interest Rate Swap
       Provider on the next Distribution Date.

 9.    CHARGE-OFFS

 9.1   Allocation of Principal Charge-offs

       If there is a Principal Charge-off on a Determination Date prior to the
       enforcement of the Charge, it will be allocated in the following order:

       (a)    (Class B Notes):  first, amongst the Class B Notes equally in
              reduction of the Stated Amount of the Class B Notes until the
              Stated Amount of the Class B Notes is reduced to zero; and

       (b)    (Other Securities and Standby Redraw Facility Provider):
              secondly, any balance of the Principal Charge-off remaining after
              the application of clause 9.1(a) will be allocated as follows:

              (i)    the Class A-1 Charge-off Percentage of such balance
                     rateably amongst the Class A-1 Notes according to the
                     Stated Amount of each Class A-1 Note;

              (ii)   the Class A-2 Charge-off Percentage of such balance amongst
                     the Class A-2 Notes equally;

              (iii)  the Redraw Bond Charge-off Percentage of such balance
                     rateably amongst the Redraw Bonds according to the Stated
                     Amount of each Redraw Bond; and

              (iv)   the Standby Redraw Charge-off Percentage of such balance to
                     the Standby Redraw Facility Principal,

              in reduction, respectively, of the Stated Amount of the Class A-1
              Notes (in accordance with the Class A-1 Note Conditions), the
              Stated Amount of the Class A-2 Notes and the Redraw Bonds and the
              Standby Redraw Facility Principal, until such Stated Amounts and
              the Standby Redraw Facility Principal are reduced to zero.

       A reduction in the Stated Amount of a Security and the Standby Redraw
       Facility Principal in accordance with the foregoing will take effect on
       the next Distribution Date by the amount so allocated.

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 9.2   Allocation of Principal Charge-off Reimbursements

       If there is a Principal Charge-off Reimbursement on a Determination Date,
       then it will be allocated in the following order:

       (a)    (Class A Notes, Redraw Bonds and Standby Redraw Facility
              Provider): first, pro-rata (according to, in the case of the Class
              A-1 Notes, the A$ Equivalent of the aggregate Unreimbursed
              Principal Charge-offs on that Determination Date, in the case of
              the Class A-2 Notes and the Redraw Bonds, their respective
              aggregate Unreimbursed Principal Charge-offs on that Determination
              Date and, in the case of the Standby Redraw Facility Principal,
              its Unreimbursed Principal Charge-offs on that Determination Date)
              as follows:

              (i)    rateably amongst the Class A-1 Notes according to the
                     Unreimbursed Principal Charge-off of each Class A-1 Note;

              (ii)   equally amongst the Class A-2 Notes;

              (iii)  rateably amongst the Redraw Bonds according to the
                     Unreimbursed Principal Charge-off of each Redraw Bond; and

              (iv)   the Standby Redraw Facility Principal,

              in reduction of, respectively, the amount of the Unreimbursed
              Principal Charge-offs on the Class A-1 Notes (in accordance with
              the Class A-1 Note Conditions) and the Unreimbursed Principal
              Charge-offs on the Class A-2 Notes, the Redraw Bonds and the
              Standby Redraw Facility Principal, until such Unreimbursed
              Principal Charge-offs are reduced to zero; and

       (b)    secondly, equally amongst the Class B Notes until the amount of
              Unreimbursed Charge-offs on the Class B Notes are reduced to zero.

       A reduction of an Unreimbursed Principal Charge-off in accordance with
       the foregoing will take effect on the next Distribution Date by the
       amount so allocated.

 9.3   Loss Recoveries

       If the Servicer receives or collects any Loss Recoveries in respect of a
       Mortgage Loan for which payment has already been received by or on behalf
       of the Trustee from a Support Facility Provider, then the Servicer must
       pay such amount to the relevant Support Facility Provider pursuant to the
       relevant Support Facility.  Where the Trustee is entitled to retain any
       such Loss Recoveries pursuant to such Support Facility, or receives any
       Loss Recoveries from the Support Facility Provider, then such amounts
       will be included in Other Income Amounts.

 10.   PAYMENTS ON DISTRIBUTION DATES BY TRUSTEE

 10.1  Payment of Accrued Interest Adjustment on first Distribution Date

       On the first Distribution Date, the Trustee must, in accordance with the
       directions given to it by the Manager pursuant to clause 8.1 pay from
       the Collections Account to the Seller the aggregate of the Accrued
       Interest Adjustment for all Mortgage Loans then forming part of the
       Assets of the Series Trust. Such aggregate sum will, for the purposes of
       making the determinations pursuant to clause 8.1 on the first
       Determination Date, be deducted by the Manager from the Available Income
       Amount in respect of the first Distribution Date.

 10.2  Application of the Available Income Amount on each Distribution Date

       On each Distribution Date prior to the enforcement of the Charge, the
       Trustee must, in accordance with the directions given by the Manager
       pursuant to clause 8.1, apply the Available Income Amount in respect of
       that Distribution Date in making the following allocations, and the
       following payments from the Collections Account, in the following order
       of priority:

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       (a)    (Taxes):  first, in or towards payment of or provision for Taxes
              in relation to the Series Trust (including Government Charges paid
              by the Servicer on behalf of the Trustee);

       (b)    (Trustee's Fee):  secondly, in or towards payment to the Trustee
              of the Trustee's Fee due on that Distribution Date;

       (c)    (Security Trustee's Fee): thirdly, in or towards payment to the
              Security Trustee of the Security Trustee's Fee due on that
              Distribution Date;

       (d)    (Manager's Fee):  fourthly, in or towards payment to the Manager
              of the Manager's Fee due on that Distribution Date;

       (e)    (Servicer's Fee):  fifthly, in or towards payment to the Servicer
              of the Servicer's Fee due on that Distribution Date;

       (f)    (Liquidity Facility Commitment Fee): sixthly, in or towards
              payment to the Liquidity Facility Provider of the Liquidity
              Facility Commitment Fee due on that Distribution Date;

       (g)    (Support Facilities):  seventhly, in or towards payment rateably
              of any net amounts due to a Support Facility Provider under a
              Support Facility on that Distribution Date, but excluding any
              amounts specified in paragraph (f) above, paragraphs (i), (j) and
              (k)(i) & (iv) below and clauses 9.3 and 10.3(b);

       (h)    (Expenses):  eighthly, in or towards payment of or provision for
              all Expenses in respect of the Accrual Period ending on that
              Distribution Date;

       (i)    (Standby Redraw Facility Commitment Fee): ninthly, in or towards
              payment to the Standby Redraw Facility Provider of the Standby
              Redraw Facility Commitment Fee due on that Distribution Date;

       (j)    (Liquidity Facility Advance):  tenthly, in or towards repayment to
              the Liquidity Facility Provider of any outstanding Liquidity
              Facility Advance made on or prior to the previous Distribution
              Date;

       (k)    (Class A Note, Redraw Bond and Standby Redraw Facility Interest):
              eleventhly, subject to clause 10.8, in payment rateably as
              follows:

              (i)    to the Currency Swap Providers in accordance with clause
                     10.4 of the A$ Class A-1 Interest Amounts, and any A$
                     Class A-1 Unpaid Interest Amounts, in relation to that
                     Distribution Date;

              (ii)   equally amongst the Class A-2 Notes of the aggregate of the
                     Interest Amounts in relation to the Class A-2 Notes for the
                     Accrual Period ending on that Distribution Date and any
                     then Unpaid Interest Amounts in relation to the Class A-2
                     Notes;

              (iii)  rateably, according to the sum of the Interest Amounts for
                     the Accrual Period ending on that Distribution Date, and
                     the Unpaid Interest Amounts (if any), for each Redraw Bond,
                     amongst the Redraw Bonds of the aggregate of the Interest
                     Amounts in relation to the Redraw Bonds for the Accrual
                     Period ending on that Distribution Date and any then Unpaid
                     Interest Amounts in relation to the Redraw Bonds; and

              (iv)   to the Standby Redraw Facility Provider of the aggregate of
                     the Standby Redraw Facility Interest (if any) due on that
                     Distribution Date and any Standby Redraw Facility Interest
                     remaining unpaid from prior Distribution Dates;

       (l)    (Class B Interest): twelfthly, subject to clause 10.8, in payment
              equally amongst the Class B Notes of the aggregate of the Interest
              Amounts in relation to the Class B Notes for the Accrual Period
              ending on that Distribution Date and any then Unpaid Interest
              Amounts in relation to the Class B Notes;

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       (m)    (Principal Charge-off Reimbursement): thirteenthly, subject to
              clause 10.8, the amount of the Principal Charge-off Reimbursement
              for the Determination Date as an allocation to the Available
              Principal Amount to be paid in accordance with clause 10.3; and

       (n)    (Distribution):  fourteenthly, subject to clause 10.8, the
              balance in payment to the Residual Unitholder, to be dealt with,
              and held by, the Residual Unitholder pursuant to clause 11.1.

       The obligations of the Trustee to make any payment or allocation under
       each of the above paragraphs is limited in each case to the balance of
       the Available Income Amount (if any) available after application in
       accordance with the preceding paragraph or paragraphs.

 10.3  Application of the Available Principal Amount on each Distribution Date

       On each Distribution Date prior to the enforcement of the Charge, the
       Trustee must in accordance with the directions given by the Manager
       pursuant to clause 8.1, apply the Available Principal Amount in respect
       of that Distribution Date in making the following payments from the
       Collections Account in the following order of priority:

       (a)    (Seller Advances): first, subject to clause 8.3, in or towards
              repayment to the Seller on the next Distribution Date of any
              Seller Advances made by the Seller during or prior to the
              Collection Period just ended and which have not previously been
              repaid in accordance with this clause 10.3(a);

       (b)    (Standby Redraw Facility Principal): secondly, in or towards
              repayment to the Standby Redraw Facility Provider of any Standby
              Redraw Facility Principal;

       (c)    (Securityholders): thirdly, subject to clause 10.8, in accordance
              with clause 10.5; and

       (d)    (Residual Unitholder): fourthly, subject to clause 10.8, the
              balance (if any) to the Residual Unitholder.

       The obligations of the Trustee to make any payment under each of the
       above paragraphs is limited in each case to the balance of the Available
       Principal Amount (if any) available after application in accordance with
       the previous paragraph or paragraphs.

 10.4  Payment of Interest on the Class A-1 Notes

       On each Distribution Date that any amount is payable to a Currency Swap
       Provider pursuant to clause 10.2(k)(i), the Trustee must comply with
       Condition 6.9 of the Class A-1 Note Conditions in relation to that
       Currency Swap Provider.

 10.5  Repayment of Principal on the Securities

       On each Distribution Date, prior to the enforcement of the Charge, the
       Trustee must pay the amount available for distribution on that
       Distribution Date in accordance with clause 10.3(c) in the following
       order:

       (a)    (Redraw Bonds): first, amongst the Redraw Bonds (if any) as a
              repayment of principal on the Redraw Bonds in the following order:

              (i)    first, equally amongst those Redraw Bonds with the earliest
                     Issue Date until the Stated Amount of those Redraw Bonds is
                     reduced to zero;

              (ii)   secondly, equally amongst those Redraw Bonds with the next
                     earliest Issue Date (if any) until the Stated Amount of
                     those Redraw Bonds is reduced to zero; and

              (iii)  subsequently, equally amongst each subsequent group of
                     Redraw Bonds (if any) with the same Issue Date until the
                     Stated Amount of those Redraw Bonds is reduced to zero on
                     the basis that a Redraw

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                     Bond will not be entitled to any payment in respect of
                     principal under this clause 10.5 until the Stated Amount of
                     all Redraw Bonds with an earlier Issue Date than that
                     Redraw Bond has been reduced to zero;

       (b)    (Class A Notes): secondly, subject to clause 10.8, the lesser of
              the balance (if any) of the amount available for distribution and
              the Class A Principal Distribution for that Distribution Date
              (such lesser amount being the "Class A Available Principal
              Distribution") rateably as follows:

              (i)    the Class A-1 Percentage of the Class A Available Principal
                     Distribution to the Currency Swap Providers in accordance
                     with clause 10.6; and

              (ii)   the Class A-2 Percentage of the Class A Available Principal
                     Distribution equally amongst the Class A-2 Notes as a
                     repayment of principal on the Class A-2 Notes,

              until the Stated Amount of the Class A Notes is reduced to zero;
              and

       (c)    (Class B Notes): thirdly, subject to clause 10.8, the balance (if
              any) of the amount available for distribution under this clause
              10.5 equally amongst the Class B Notes until the Stated Amount of
              the Class B Notes is reduced to zero.

 10.6  Repayment of Principal on the Class A-1 Notes

       On each Distribution Date that any amount is payable to a Currency Swap
       Provider pursuant to clause 10.5(b)(i), the Trustee must comply with
       Condition 7.2 of the Class A-1 Note Conditions in relation to that
       Currency Swap Provider.

 10.7  Inability to Comply with Order of Priority

       The inability of the Trustee or the Manager to comply with any order of
       priority of payment specified in this Deed due to any law relating to the
       rights of creditors generally or specifically does not constitute a
       Trustee Default or a Manager Default and does not entitle any
       Securityholder or the Residual Unitholder to take any action against the
       Trustee or the Manager.  Nothing in clause 8 or this clause 10 requires
       the Trustee or the Manager to breach any Transaction Document or to fail
       to comply with any applicable law.

  10.8 No Payment in respect of Obligations ranking Equally or after Class A-1
       Notes if no payment made to Currency Swap Provider

       If on a given Distribution Date for whatever reason payment is not made
       in full to a Currency Swap Provider in accordance with clauses
       10.2(k)(i) and 10.5(b)(i), the Trustee must not make any payment or
       allocation (as the case may be) pursuant to clauses 10.2(k)-(n)
       (inclusive), 10.3(c) & (d) or 10.5(b) & (c) on that Distribution Date or
       thereafter until and unless all amounts outstanding under clauses
       10.2(k)(i) and 10.5(b) are paid to the Currency Swap Provider (or other
       arrangements are entered into) that enables all amounts of interest and
       principal due in respect of the Class A-1 Notes to be paid or repaid to
       the Class A-1 Noteholders in full in US dollars in accordance with the
       Class A-1 Notes.

 10.9  Payments in respect of A$ Securities

       All payments in respect of an A$ Security on a Distribution Date referred
       to in this Deed must be made to the person recorded in the Register as
       the holder of that A$ Security as at close of business on the Business
       Day immediately preceding that Distribution Date.

 11.   NET TAX INCOME OF THE SERIES TRUST

 11.1  Net Tax Income of the Series Trust absolutely vested in the Residual
       Unitholder

       The Net Tax Income of the Series Trust for each Financial Year will be
       absolutely vested in the Residual Unitholder and the Residual Unitholder
       will have an absolute vested interest

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       in the Net Tax Income of the Series Trust for that Financial Year. To the
       extent that such balance has not actually been paid to the Residual
       Unitholder pursuant to clause 10.2(n) during that Financial Year, it
       will constitute an amount payable by the Trustee to the Residual
       Unitholder to be satisfied only from Excess Distributions otherwise
       payable to the Residual Unitholder in accordance with clause 10.2(n) on
       the Distribution Dates following the close of the Financial Year. If in
       the last Financial Year of the Series Trust, such amount (if any) in
       respect of the previous Financial Year has not been satisfied from the
       Excess Distributions otherwise payable to the Residual Unitholder in
       accordance with clause 10.2(n) on the Distribution Dates in the last
       Financial Year, the shortfall, plus any such amount for the last
       Financial Year, will be satisfied in full from, and only by, the payment
       of the excess funds (if any) by the Trustee to the Residual Unitholder
       pursuant to clause 26.15.

 11.2  Excess Distribution

       (a)    (Deposit with the Residual Unitholder):  A payment to the Residual
              Unitholder of the Excess Distribution pursuant to clause 10.2(n)
              will be held by the Residual Unitholder as a deposit by the
              Trustee with the Residual Unitholder and will be dealt with in
              accordance with this clause 11.2.

       (b)    (Application towards Net Tax Income):  At the end of each
              Financial Year, the Residual Unitholder will, and will be entitled
              to, deduct from so much of the deposit standing to the credit of
              the Trustee pursuant to clause 11.2(a), the Net Tax Income of the
              Series Trust for that Financial Year absolutely vested in the
              Residual Unitholder for that Financial Year pursuant to clause
              11.1. To the extent that there is any surplus in the amount so
              deposited over the Net Tax Income so vested, in a Financial Year,
              the surplus will be dealt with in accordance with this clause
              11.2(b) in the succeeding Financial Year.

 12.   EARLY TERMINATION OF SWAPS

 12.1  Early Termination of a Swap

       If at any time a Fixed Rate Swap terminates prior to its scheduled
       termination date, or the Basis Swap terminates, in each case whilst there
       are Securities which have not then been redeemed (or deemed to be
       redeemed) in full or the Class A-1 Currency Swap terminates whilst there
       are Class A-1 Notes which have not then been redeemed (or deemed to be
       redeemed) in full, the Manager and the Trustee must:

       (a)    (Enter into Replacement Swap): (in the case of the Trustee, to the
              extent that the Manager has made appropriate arrangements to
              ensure that it is practicable) enter into one or more swaps which
              replace the terminated Swap on terms and with a counterparty which
              the Rating Agencies confirm in writing will not result in a
              reduction, qualification or withdrawal of the credit ratings then
              assigned by them to the Securities or the Class A-1 Notes (as the
              case may be) and, in the case of the Manager, use all reasonable
              endeavours to make appropriate arrangements to ensure that it is
              practicable for the Trustee to enter into one or more such swaps
              not later than 5 Business Days after it becomes aware of the
              termination of such terminated Swap;

       (b)    (Termination of Basis Swap): in the case of a termination of the
              Basis Swap (but without limiting the operation of paragraphs (a)
              and (c) in relation to the termination of the Basis Swap), as soon
              as the Trustee becomes actually aware of the termination, direct
              the Servicer to ensure compliance with clause 12.2; or

       (c)    (Other Arrangements): enter into such other arrangements which the
              Rating Agencies confirm in writing will not result in a reduction,
              qualification or withdrawal of the credit ratings then assigned by
              them to the Securities or the Class A-1 Notes (as the case may
              be).

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  12.2  Servicer to Adjust Mortgage Interest Saver Accounts and Mortgage Rates
        if Basis Swap terminated

        If at any time the Basis Swap terminates whilst there are any Securities
        which have not been redeemed (or deemed to be redeemed) in full and it
        is directed by the Manager and the Trustee pursuant to clause 12.1(b)
        to comply with this clause 12.2, the Servicer must, in respect of each
        Accrual Period commencing thereafter until the date on which clause
        12.1(a) or (c) may be implemented:

       (a)    (Reduce Mortgage Interest Saver Accounts): reduce, except as may
              be provided by applicable laws (including the Consumer Credit
              Code), any Binding Provision and any Competent Authority, the
              rates at which the interest off-set benefits under the Mortgage
              Interest Saver Accounts are calculated to rates which produce an
              amount of income at least equal to the lesser of:

              (i)    the aggregate amount of income that would be produced if
                     the rates at which the interest off-set benefits under the
                     Mortgage Interest Saver Accounts are calculated were
                     reduced to zero; and

              (ii)   the amount of income which is sufficient, when aggregated
                     with the amount of income produced by the rate of interest
                     on the Mortgage Loans, and the income from Short-Term
                     Authorised Investments, then forming part of the Assets of
                     the Series Trust to ensure that the Trustee will have
                     available to it sufficient Finance Charge Collections and
                     Other Income Amounts to enable it to comply with its
                     obligations under the Transaction Documents as they fall
                     due; and

       (b)    (Set Threshold Rate): if the amount of income produced pursuant to
              clause 12.2(a) is not sufficient, when aggregated with the amount
              of income produced by the rate of interest payable on the Mortgage
              Loans, and the income from Short-Term Authorised Investments, then
              forming part of the Assets of the Series Trust to ensure that the
              Trustee will have sufficient Finance Charge Collections and Other
              Income Amounts to enable it to meet its obligations under the
              Transaction Documents as they fall due, ensure, except as may be
              provided by applicable law (including the Consumer Credit Code),
              any Binding Provision and any Competent Authority, that the
              weighted average Mortgage Rate applicable to the Mortgage Loans
              forming part of the Assets of the Series Trust on each Rate Set
              Date is not lower than the Threshold Rate determined by the
              Manager on that Rate Set Date pursuant to clause 12.3 and will
              promptly notify the Borrower in relation to each Mortgage Loan of
              any change where required in accordance with the relevant Mortgage
              or Loan Agreement.

 12.3  Determination of Threshold Rate

       While clause 12.2(b) applies, the Manager will, on each Rate Set Date,
       determine the Threshold Rate for the Accrual Period commencing on that
       Rate Set Date and:

       (a)    (Notify Servicer): in the case of Mortgage Loans the assignment of
              which to the Trustee has not been perfected by the giving of
              notice to the relevant Borrower, promptly notify on that date the
              Servicer of such rate; and

       (b)    (Notify Trustee and Servicer): in the case of Mortgage Loans the
              assignment of which has been so perfected, promptly notify on that
              date the Trustee and the Servicer of such rate.

 12.4  Trustee to set Mortgage Rate

       If:

       (a)    (Servicer Default):  a failure by the Servicer to comply with
              clause 12.2 results in the occurrence of the Servicer Default
              referred to in clause 18.1(f); and

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       (b)    (No Substitute Servicer Appointed): a Substitute Servicer is not
              appointed immediately pursuant to clause 18 of this Deed,

       the Manager must immediately direct the Trustee (in its capacity as
       Substitute Servicer pursuant to clause 18 of this Deed), and the Trustee
       must as soon as practicable thereafter comply with such direction, to
       adjust or maintain the Mortgage Rate (as the case may be) in accordance
       with clause 12.2 until such time as a Substitute Servicer is appointed
       in accordance with the Trust Deed.

 13.   REPRESENTATIONS AND WARRANTIES REGARDING MORTGAGE LOANS

 13.1  Seller's Representations and Warranties

       As at the Cut-Off Date, the Seller represents and warrants to the Trustee
       in respect of each Mortgage Loan that:

       (a)    (Mortgage complied with laws): at the time that the Seller entered
              into the Mortgage relating to the Mortgage Loan, the Mortgage
              complied in all material respects with applicable laws including
              applicable Consumer Credit Code laws;

       (b)    (Good faith): at the time that the Seller entered into the
              Mortgage Loan, it did so in good faith;

       (c)    (Ordinary course of business): at the time that the Seller entered
              into the Mortgage Loan, the Mortgage Loan was originated in the
              ordinary course of the Seller's business and since that time the
              Seller has dealt with that Mortgage Loan in accordance with the
              Servicing Procedures and the Servicing Standards;

       (d)    (First ranking security): at the time that the Seller entered into
              the Mortgage Loan, all necessary steps were taken in respect of a
              Mortgage created in connection with the Mortgage Loan so that the
              Mortgage complied with the legal requirements applicable at that
              time to ensure that the Mortgage was a first-ranking mortgage
              (subject to any statutory charges, any prior charges of a body
              corporate, service company or equivalent, whether registered or
              otherwise, and any other prior Security Interests which do not
              prevent the Mortgage from being considered to be a first-ranking
              mortgage in accordance with the Servicing Standards) secured over
              Land in the jurisdiction in which the relevant Land is located
              subject to stamping and registration of the relevant Mortgage in
              due course;

       (e)    (Priority arrangements): where there is a second or other mortgage
              in existence over Land the subject of a Mortgage in relation to
              the Mortgage Loan and the Seller is not the mortgagee of that
              second or other mortgage, the Seller has ensured (by way of a
              priority agreement with the subsequent mortgagee or otherwise)
              that the Mortgage will rank ahead in priority to the second or
              other mortgage on enforcement for an amount not less than the
              principal amount (plus accrued but unpaid interest) outstanding on
              the Mortgage Loan plus such extra amount determined in accordance
              with the Servicing Guidelines;

       (f)    (Borrower not insolvent): at the time that the Mortgage Loan was
              approved, the Seller had not received any notice of the insolvency
              or the bankruptcy of the corresponding Borrowers or that the
              corresponding Borrowers did not have the legal capacity to enter
              into the corresponding Mortgage;

       (g)    (Seller sole legal and beneficial owner): the Seller is the sole
              legal and beneficial owner of the Mortgage Loan and the related
              Mortgages and First Layer of Collateral Securities (other than the
              Insurance Policies) and to its knowledge, subject to clause
              13.1(d), no prior ranking Security Interest exists in relation to
              its right, title and interest in that Mortgage Loan and the
              related Mortgages and First Layer of Collateral Securities;

       (h)    (Due stamping): each of the Mortgage Documents (other than the
              Insurance

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              Policies in respect of Land) relating to the Mortgage Loan which
              is required to be stamped with stamp duty has been duly stamped;

       (i)    (Mortgage Loan not discharged): the Mortgage Loan has not been
              satisfied, cancelled, discharged or rescinded and the property
              relating to each relevant Mortgage has not been released from the
              security of that Mortgage;

       (j)    (Holds all documents necessary to enforce): the Seller holds, in
              accordance with the Servicing Standards, all documents which,
              pursuant to the Servicing Standards, it should hold to enforce the
              provisions of, and the security created by, the corresponding
              Mortgage and the First Layer of Collateral Securities;

       (k)    (Terms unqualified): other than the relevant Mortgage Documents,
              there are no documents entered into between the Seller and the
              Borrower or any other relevant party in relation to the Mortgage
              Loan which would qualify or vary the terms of the Mortgage Loan
              except as permitted by the Servicing Standards (including any
              variations of a Mortgage Loan which may be made by notice to the
              Borrower from the Seller) and except any documentation relating to
              any corresponding Mortgage Interest Saver Account;

       (l)    (No notice of Security Interests): other than in respect of
              priorities granted by statute, the Seller has not received notice
              from any person that it claims to have a Security Interest ranking
              in priority to or equal with the Security Interest held by the
              Seller and constituted by any corresponding Mortgage;

       (m)    (LVR not exceeded): the Seller is not aware of any restrictive
              covenants, licences or leases existing in respect of freehold Land
              the subject of any corresponding Mortgage which would reduce the
              value of the Mortgage over such Land such that the Loan to Value
              Ratio determined as at the Cut-Off Date in respect of the Mortgage
              Loan would exceed 95% (but retaining for this purpose the original
              "V" for the Mortgage Loan under the definition of "Loan to Value
              Ratio" in clause 1.1);

       (n)    (Mortgage Insurance Policies): the Mortgage Loan is, or will be on
              and from the Closing Date, insured under a Mortgage Insurance
              Policy;

       (o)    (Support Facility requirements): the Seller has complied with all
              material requirements of each Support Facility relating to the
              Mortgage Loan, except as otherwise permitted by the corresponding
              Support Facility Provider;

       (p)    (All licences and consents): the Seller holds all consents,
              licences, approvals, authorisations and exemptions from any
              Governmental Agency required as at the Cut-Off Date for, or in
              connection with, performance and enforceability in respect of the
              Mortgage Loan which, in accordance with the Servicing Standards,
              it should hold in relation to the Mortgage Loan as at the Cut-Off
              Date;

       (q)    (Eligibility criteria): the Mortgage Loan complies with the
              Eligibility Criteria as at the Cut-Off Date;

       (r)    (Interest rate may be varied): except in respect of a Mortgage
              Loan subject to a fixed rate of interest (or a rate of interest
              which can be converted into a fixed rate of interest or a fixed
              margin relative to a benchmark) and except as may be provided by
              applicable laws (including the Consumer Credit Code), any Binding
              Provision or any Competent Authority or as may be provided in the
              corresponding Mortgage Documents, the interest rate payable on the
              Mortgage Loan is not subject to any limitation and no consent,
              additional memoranda or other writing is required from the
              relevant Borrower to give effect to a change in the interest rate
              payable on the Mortgage Loan and, subject to the foregoing, any
              change in the interest rate may be set at the sole discretion of
              the Servicer and is effective no later than when notice is given
              to the Borrower in accordance with the terms of the relevant
              Mortgage Loan;

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       (s)    (Seller entitled to Sell): the Seller is lawfully entitled to sell
              and assign its interests in the corresponding Mortgage Loan Rights
              and to transfer valid and beneficial title to the Trustee free
              from all Security Interests (other than as described in clause
              13.1(d));

       (t)    (No preference):  it is not aware of anything in relation to the
              sale of the Mortgage Loan Rights to the Trustee which might cause
              a court to hold that the sale constitutes an under-value transfer,
              a fraudulent conveyance or a voidable preference under any law
              relating to insolvency; and

       (u)    (No breach):  the sale, transfer and assignment of the Seller's
              interest in the Mortgage Loan Rights will not constitute a breach
              of its obligations or a default under any Security Interest
              binding on the Seller or its property.

13.2   Trustee need not Test Warranties

       The Trustee is under no obligation to test the truth of any warranty or
       representation in clause 13.1 and is entitled to accept them
       conclusively at all times (unless it is actually aware of any breach).

14.    BREACH OF REPRESENTATIONS AND WARRANTIES

14.1   Manager or Seller Becomes Aware of Incorrect Representations or
       Warranties

       If the Manager or the Seller becomes actually aware that a material
       representation or warranty made pursuant to clause 13.1 was incorrect
       when given in respect of a Mortgage Loan assigned to the Trustee in
       accordance with this Deed it must give notice to the Trustee and the
       Manager or the Seller (as the case may be) accompanied by sufficient
       details to identify the relevant Mortgage Loan, and the reason the
       representation or warranty is incorrect, within 5 Business Days of the
       Manager or Seller (as the case may be) becoming so actually aware.
       Neither the Manager nor the Seller is under any ongoing obligation
       whatsoever to conduct any investigation in any manner whatsoever to
       determine if a representation or warranty made pursuant to clause 13.1
       is incorrect when given in respect of a Mortgage Loan.

14.2   If Trustee Becomes Aware of Incorrect Representations or Warranties

       If the Trustee becomes actually aware that a material representation or
       warranty made pursuant to clause 13.1 was incorrect when given in
       respect of a Mortgage Loan assigned to the Trustee in accordance with
       this Deed, it must give notice to the Manager and the Seller, accompanied
       by sufficient details to identify the relevant Mortgage Loan and the
       Trustee's reasons for believing that the representation or warranty is
       incorrect, within 5 Business Days of becoming actually so aware. The
       Trustee is under no obligation whatsoever to conduct any investigation in
       any manner whatsoever to determine if a representation or warranty made
       pursuant to clause 13.1 is incorrect when given in respect of a Mortgage
       Loan.

14.3   Remedy of Defaults during Prescribed Period

       If with respect to any Mortgage Loan:

       (a)    (Representation or warranty incorrect): any representation or
              warranty made by the Seller pursuant to clause 13.1 is incorrect
              when given; and

       (b)    (Notice given under clause 14.1 or 14.2):

              (i)    the Manager or the Seller gives a notice to the Trustee
                     pursuant to clause 14.1; or
              (ii)   the Seller receives a notice from the Trustee (pursuant to
                     clause 14.2),

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              in either case, not later than 5 Business Days prior to the last
              day of the Prescribed Period in relation to the Mortgage Loan,
              then, if that breach is not remedied to the satisfaction of the
              Trustee within 5 Business Days of the Seller or the Manager giving
              or receiving the notice (as the case may be), the Mortgage Loan
              Rights to which such Mortgage Loan relates will be held by the
              Trustee in accordance with the terms of clause 14.4.

14.4   Holding for CBA Trust during Prescribed Period

       If, in relation to a Mortgage Loan during its Prescribed Period, any
       breach referred to in a notice pursuant to clause 14.3 is not remedied
       within the period specified in clause 14.3, then, on the expiry of the
       time period for remedying the breach specified in clause 14.3 and
       without the necessity for any further act or instrument or other thing
       being done or brought into existence, the Trustee automatically by virtue
       of this Deed holds its entire interest in the Mortgage Loan Rights, of
       which that Mortgage Loan forms part, for the CBA Trust.  However, the
       Trustee is entitled to retain for the Series Trust all Finance Charge
       Collections and Principal Collections received by the Trustee pursuant to
       the relevant Mortgage Loan from the Cut-Off Date to the date of delivery
       of the relevant notice in accordance with clause 14.3.

14.5   Costs

       The Seller must pay to, or reimburse, the Trustee for all costs and
       expenses (including, without limitation, any legal costs charged at the
       usual commercial rates of the relevant legal services provider and any
       stamp duty and registration fees) arising out of or necessarily incurred
       in connection with the holding by the Trustee of its interest in any
       Mortgage Loan Rights in accordance with clause 14.4.  Such payment (if
       any) must be made on the same date as payments in respect of the relevant
       Mortgage Loan must be made pursuant to clause 14.6.

14.6   Payment

       Subject to clause 14.8, the Seller must pay to the Trustee, in respect
       of any Mortgage Loan Rights held for the CBA Trust pursuant to clause
       14.4, within 2 Business Days of the Mortgage Loan Rights becoming so
       held for the CBA Trust an amount equal to the sum of:

       (a)    (Principal Amount): the principal amount outstanding in respect of
              the relevant Mortgage Loan (as recorded on the Mortgage Loan
              System) as at the date of delivery of the relevant notice in
              accordance with clause 14.3; and

       (b)    (Accrued interest): the accrued but unpaid interest (as at the
              date of delivery of the relevant notice pursuant to clause 14.3)
              in respect of that Mortgage Loan.

14.7   Limitation on Rights of Trustee During Prescribed Period

       The performance by the Seller of its obligations under clause 14.6 is
       the sole remedy available to the Trustee during the relevant Prescribed
       Period in respect of a representation or warranty being incorrect when
       given by the Seller pursuant to clause 13.1 in respect of a Mortgage
       Loan. The Trustee expressly acknowledges and agrees that during the
       Prescribed Period, other than pursuant to clause 14.6, it has no remedy
       against the Seller in respect of any representation or warranty being
       incorrect when given by the Seller pursuant to clause 13.1 and which the
       Trustee becomes actually aware of prior to the last day on which the
       notices referred to in clause 14.3(b) can be given.

14.8   Limit of Seller's Liability for Mortgage Loans

       Other than the rights of the Trustee pursuant to clause 14.6, the Seller
       has no liability for any loss or damage caused to the Trustee, any
       Securityholder, any Creditor or any other person in respect of any
       representation or warranty being incorrect when given by the Seller
       pursuant to clause 13.1 in respect of a Mortgage Loan in relation to
       which a notice has been received or given pursuant to clause 14.3(b).

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14.9   Seller's Liability for Damages After Prescribed Period

       (a)    (Seller to indemnify the Trustee): The Seller indemnifies the
              Trustee (whether for its own account or for the account of
              Securityholders) against any costs, damages or loss arising from
              any representation or warranty being incorrect when made by the
              Seller pursuant to clause 13.1 in relation to a Mortgage Loan and
              which is discovered by the Trustee after the last day on which a
              notice under clause 14.3(b) can be given.  The amount of such
              costs, damages or loss is to be agreed between the Trustee and the
              Seller.  Failing such agreement the amount is to be the amount
              determined by the Seller's external auditors.  The amount cannot
              exceed the principal amount outstanding in respect of the Mortgage
              Loan (as recorded on the Mortgage Loan System) and any accrued but
              unpaid interest and any outstanding fees in respect of the
              Mortgage Loan (calculated at the time of agreement between the
              Trustee and the Seller or determination by the Seller's external
              auditors, as the case may be).

       (b)    (Seller to pay damages within 7 Business Days): The Seller must,
              within 7 Business Days of agreement or determination (as the case
              may be) pursuant to clause 14.9(a), pay the relevant sum to the
              Trustee.

       (c)    (Limitation): The Trustee agrees and acknowledges that the
              Trustee's sole remedy against the Seller for breach of any
              representation or warranty in clause 13.1 of which the Trustee
              has actual notice on or after the last day on which the notice
              referred to in clause 14.3(b) can be given is pursuant to clause
              14.9(a); and

14.10  Discharge of obligations

       The compliance by the Seller with its obligations under clause 14.6 or
       clause 14.9 (as the case may be) will discharge all obligations of the
       Seller with respect to any breach of any representation or warranty made
       in clause 13.1, regardless, in the case of clause 14.6, of whether such
       breach is specified in the relevant notice referred to in clause 14.3(b)
       or not.

14.11  Fraud

       If the Trustee is unable to give a notice under clause 14.2 due to the
       fraud, negligence or wilful default on the part of the Seller or any of
       its officers, employees or agents, the Trustee may take such action
       against the Seller as the Trustee will think fit.

14.12  Trustee's Reliance

       The Seller acknowledges that the Trustee has relied, and will if it
       accepts the offer contained in the Sale Notice rely, on the
       representations and warranties made or to be made by it pursuant to
       clause 13.1.

15.    SELLER'S GENERAL UNDERTAKINGS

15.1   General Undertakings

       The Seller undertakes to the Trustee and the Manager that, on or after
       the Closing Date the Seller will, in addition to any of its other
       undertakings under this Deed and in respect of those Mortgage Loan Rights
       which then form part of the Assets of the Series Trust, at its own
       expense:

       (a)    (Deliver Mortgage Documents): if a Perfection of Title Event
              occurs, promptly deliver to the Trustee all Mortgage Documents not
              otherwise provided to the Trustee in accordance with clause 25
              and (subject to any restrictions imposed by any law) promptly
              provide such evidence in its possession or control as may be
              required by the Trustee to support any claim in respect of a
              Mortgage Loan Right;

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       (b)    (Execute further instruments): following the occurrence of a
              Perfection of Title Event and the request in writing of the
              Trustee, promptly execute, acknowledge and deliver or cause to be
              executed, acknowledged and delivered such amendments to this Deed
              and such further instruments and take such further action as may
              be reasonably necessary to preserve and protect the interest of
              the Trustee in and the value of the Mortgage Loan Rights and
              assist and co-operate with the Trustee, the Servicer and the
              Manager in the Trustee obtaining legal title to the Mortgage Loan
              Rights following a Perfection of Title Event;

       (c)    (Give notice of adverse claim): following receipt of actual notice
              of a claim by a third party with respect to or a challenge to the
              sale and/or assignment of any Mortgage Loan Right, promptly:

              (i)    give notice in writing of such action or claim to the
                     Trustee and, if the Seller is not the Servicer, the
                     Servicer;
              (ii)   give notice in writing to the third party claimant of the
                     Trustee's beneficial ownership of the Mortgage Loan Right,
                     with a copy to the Trustee;
              (iii)  give notice in writing to the court (if any) in which such
                     claim was filed of the Trustee's interest in the Mortgage
                     Loan, with a copy to the Trustee; and

              (iv)   pay to, or reimburse, the Trustee immediately upon demand
                     all reasonable costs and expenses, including, without
                     limitation, any stamp duty and registration fees,
                     necessarily incurred by the Trustee in maintaining its
                     interest in the Mortgage Loan Rights or with respect to
                     giving any related notices to any Borrower or other party
                     to any Transaction Document;

       (d)    (Assist Servicer:) take such action as the Servicer may from time
              to time reasonably request in connection with the management,
              maintenance and enforcement of the Mortgage Loan Rights;

       (e)    (Give notice of Security Interests): promptly notify the Trustee
              after it becomes aware of the creation or existence of any
              Security Interest in relation to any Mortgage Loan Rights
              competing with its interest or the interest of the Trustee in any
              Mortgage Loan Rights;

       (f)    (Retain legal title to Mortgage Loan Rights): subject to this
              Deed, at all times ensure that it retains the legal ownership of
              the Mortgage Loan Rights;

       (g)    (Execute documents of extinguishment): execute such documents and
              instruments as will reasonably be requested by the Trustee to
              effect the extinguishment of the Trustee's right, title and
              interest in a Mortgage Loan Right pursuant to this Deed;

       (h)    (Pay costs of extinguishment): pay to, or reimburse, the Trustee
              immediately on demand for all reasonable costs and expenses
              including, without limitation, any stamp duty and registration
              fees, arising out of or necessarily incurred in connection with
              the extinguishment of the Trustee's right, title and interest in a
              Mortgage Loan Right pursuant to this Deed;

       (i)    (Perform obligations): duly and punctually perform each of its
              obligations under each of the Mortgage Documents to which it is a
              party, including any obligation to notify a Borrower of any change
              in interest rates;

       (j)    (Notify breaches): give notice to the Manager and to the Trustee
              promptly upon becoming aware that any representation or warranty
              made by the Seller in clause 13.1 was incorrect when made;

       (k)    (Set-off): if the Seller exercises a right of set-off or
              combination in respect of any Mortgage Loan, or if any right of
              set-off is exercised against the Seller in respect of any Mortgage
              Loan, pay to the Trustee, subject to any laws relating

                                                                             65.
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              to preferences (or the equivalent), the amount of, respectively,
              any benefit accruing to the Seller as a result of the exercise of
              its right of set-off or combination or the amount of any right of
              set-off exercised against the Seller; and

       (l)    (Security Interest): not grant any Security Interest over its
              remaining right, title and interest in any Mortgage Loan Right.

15.2   Seller not bound by Undertaking

       If the Trustee has legal title to a Mortgage Loan Right which has been
       assigned to it, the undertakings of the Seller set out in paragraphs (e),
       (f), (i), (j), (k),and (l) of clause 15.1 cease to apply in respect of
       that Mortgage Loan Right.

15.3   Seller Downgrade

       If at any time the Seller has a short term deposit credit rating assigned
       by Moody's which is lower than P1 (or such other rating as is agreed
       between the Manager, the Trustee, the Seller and Moody's) or has a long
       term deposit credit rating assigned by S&P which is lower than BBB (or
       such other rating as is agreed between the Manager, the Trustee, the
       Seller and S&P) or has a long term rating assigned by Fitch IBCA of lower
       than BBB (or such other rating as is agreed between the Manager, the
       Trustee, the Seller and Fitch IBCA) then (whether or not clause 15.6 has
       previously applied) the Seller must:

       (a)    (Make a Seller Deposit): as a prepayment of its obligations
              pursuant to clause 15.1(k) to pay to the Trustee the amount of
              any set-off that may thereafter be exercised against the Seller,
              deposit or maintain in an account (the "Set-Off Account") with an
              Eligible Depository which has a short term credit rating of A-1+
              from S&P (which may be the Collections Account while the holder of
              the Collections Account is rated in this manner) on each
              Distribution Date thereafter (after giving effect to the payments
              to be made on that Distribution Date) an amount which is the
              greater of the following:

              (i)    in the case of a lower rating by S&P, the amount from time
                     to time agreed with S&P or, failing agreement, the amount
                     from time to time specified by S&P, which is sufficient in
                     either case (as applicable) so as to not result in a
                     reduction, qualification or withdrawal of the then credit
                     rating assigned by S&P to the Securities; or

              (ii)   in the case of a lower rating by Moody's or Fitch IBCA (as
                     applicable), unless otherwise agreed by Moody's or Fitch
                     IBCA (as the case may be), an amount equal to whichever of
                     paragraphs (A) or (B) below applies:

                     A.     the aggregate of the credit balances of the Mortgage
                            Interest Saver Accounts then existing in respect of
                            the Mortgage Loans that are then part of the Assets
                            of the Series Trust as at the preceding
                            Determination Date; or
                     B.     if the Seller is no longer the legal owner of the
                            Mortgage Loans, the aggregate of the credit balances
                            of the Mortgage Interest Saver Accounts then
                            existing in respect of each Mortgage Loan then part
                            of the Assets of the Series Trust as at the date
                            that the Seller ceased to be the legal owner of that
                            Mortgage Loans.

       (b)    (Other Arrangements): implement such other arrangements as are
              from time to time agreed between the Seller and S&P (in the case
              of a lower rating by S&P), Moody's (in the case of a lower rating
              by Moody's) or Fitch IBCA (in the case of a lower rating by Fitch
              IBCA) (and notified by the Seller to the Trustee and the Manager)
              so as to ensure that S&P, Moody's or Fitch IBCA (as the case may
              be) does not reduce, qualify or withdraw the then credit rating
              assigned by it to the Securities (if such other arrangements
              cannot be so agreed with S&P, Moody's or Fitch IBCA (as the case
              may be), the Seller must comply with clause

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              15.3(a) in relation to S&P, Moody's or Fitch IBCA, as the case may
              be).

15.4   Reduction or Increase of Seller Deposit

       If on a Distribution Date to which clause 15.3(a) applies:

       (a)    (Reduction): the required amount of the Seller Deposit pursuant to
              clause 15.3(a) is less than the existing amount of the Seller
              Deposit, the Manager will direct the Trustee to repay (and upon
              receipt of such direction the Trustee will repay on that
              Distribution Date) to the Seller from the Set-Off Account the
              difference between the required amount of the Seller Deposit on
              that Distribution Date and the existing amount of the Seller
              Deposit; and

       (b)    (Increase): the required amount of the Seller Deposit pursuant to
              clause 15.3(a) is greater than the existing amount of the Seller
              Deposit, the Seller will deposit in the Set-Off Account on that
              Distribution Date the difference between the required amount of
              the Seller Deposit on that Distribution Date and the existing
              amount of the Seller Deposit.

15.5   Interest on Seller Deposit

       On each Determination Date, the Manager will determine the amount (if
       any) that has been received in the Collection Period just ended in
       respect of interest that has been earned on the Set-Off Account and which
       is attributable to the Seller Deposit (if any) deposited in the Set-Off
       Account and will instruct the Trustee to pay such interest to the Seller
       on the next Distribution Date.

15.6   Seller Upgrade

       If, following the application of clause 15.3(a), the Seller is assigned
       (by the relevant Rating Agency or Rating Agencies responsible for
       triggering the application of the clause) a short term deposit credit
       rating by Moody's of at least P1 (or such other rating as is agreed
       between the Manager, the Trustee, the Seller and Moody's), a long term
       deposit credit rating by S&P of at least BBB (or such other rating as is
       agreed between the Manager, the Trustee, the Seller and S&P) or a long
       term rating by Fitch IBCA of BBB (or such other rating as is agreed
       between the Manager, the Trustee, the Seller and Fitch IBCA), or if
       alternative arrangements referred to in clause 15.3(b) are agreed (with
       the relevant Rating Agency or Rating Agencies referred to therein) which
       do not require the maintenance of a Seller Deposit, the Manager will
       direct the Trustee to repay (and within 2 Business Days of receipt of
       such direction the Trustee will repay) to the Seller from the Set-Off
       Account the then Seller Deposit (which has not previously been utilised
       in accordance with clause 15.8(b)) together with all accrued, but
       unpaid, interest on that amount determined in accordance with clause
       15.5.

15.7   Termination of Series Trust

       On the Termination Payment Date the Manager will direct the Trustee to
       repay (and upon receipt of such direction the Trustee will repay) to the
       Seller from the Set-Off Account the then Seller Deposit (which has not
       previously been utilised in accordance with clause 15.8(b)) together
       with all accrued, but unpaid, interest on that amount determined in
       accordance with clause 15.5.

15.8   Withdrawals from the Collections Account

       The Manager may only direct the Trustee to, and the Trustee may only,
       make withdrawals from the Seller Deposit in the Set-Off Account as
       follows:

       (a)    (Repay Seller Deposit): to repay to the Seller the Seller Deposit
              pursuant to clauses 15.4(a), 15.6 and 15.7; or

       (b)    (Meet Seller obligations) to meet any obligation of the Seller (in
              that capacity) to make any payment to the Trustee pursuant to
              clause 15.1(k) in relation to

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<PAGE>

              the amount of any right of set-off exercised against the Seller
              referred to therein, provided that the Seller has failed to make
              such payment within 20 Business Days of receipt by the Seller of
              notice from the Trustee or the Manager that such payment is due
              and unpaid.

15.9   Termination of Mortgage Interest Saver Accounts

       The Seller will, following notice by the Trustee to the relevant
       Borrowers pursuant to clause 24.3(b) after the occurrence of a
       Perfection of Title Event, subject to any contractual notice requirements
       by which the Seller is bound, promptly withdraw all interest off-set
       benefits (if any) that would otherwise be available to Borrowers under
       the terms of their Mortgage Interest Saver Accounts.

15.10  Gross Up for Mortgage Interest Saver Accounts

       The Seller must pay the Servicer (as part of the Collections to be
       deposited by the Servicer into the Collections Account in accordance with
       clause 22) any amount which would otherwise be received by the Servicer
       as a Collection to the extent that the obligation to pay such amounts is
       discharged or reduced by virtue of the terms of a Mortgage Interest Saver
       Account.  Such payment must be made on the day that the relevant amount
       would otherwise have been received.

16.    SERVICING OF MORTGAGE LOAN RIGHTS

16.1   Appointment of Servicer

       The Servicer is hereby appointed and agrees to act as the Servicer of the
       Mortgage Loan Rights (with effect on and from the Cut-Off Date) which,
       from time to time, form part of the Assets of the Series Trust, on the
       terms and conditions of this Deed.

16.2   Obligation to Act as Servicer until Termination of Appointment

       The Servicer's duties and obligations contained in this Deed continue
       until the date of the Servicer's retirement or removal as Servicer in
       accordance with this Deed.

16.3   General Servicing Obligation

       The Servicer must ensure that the servicing of the Mortgage Loan Rights
       which from time to time form part of the Assets of the Series Trust
       (including the exercise of the express powers set out in this clause 16)
       is:

       (a)    (In compliance with this clause 16): in compliance with the
              express limitations in this clause 16 (unless the prior written
              consent of the Manager and the Trustee is obtained); and

       (b)    (In accordance with Servicing Standards): to the extent that this
              clause 16 does not provide otherwise, in accordance with the
              Servicing Standards.

16.4   Power to Service

       (a)    (Servicing functions vested in Servicer): The function of
              servicing the Mortgage Loan Rights which at any given time form
              part of the Assets of the Series Trust is vested in the Servicer
              and it is entitled to undertake the servicing of those Mortgage
              Loan Rights to the exclusion of the Trustee (other than when
              acting as Servicer in accordance with clause 18) and the Manager.

       (b)    (Express powers): Without limiting its general powers, the
              Servicer has the express powers set out in this clause 16 in
              relation to the servicing of the Mortgage Loan Rights which at any
              given time form part of the Assets of the Series Trust.

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16.5   Exercise of Discretions

       The Servicer must, in servicing the Mortgage Loan Rights which then form
       part of the Assets of the Series Trust, exercise its power and
       discretions under this Deed, the Servicing Guidelines, and the relevant
       Mortgage Documents to which it is a party in accordance with standards
       and practices suitable for a prudent lender in the business of making
       retail home loans.

16.6   Servicer's Undertaking Regarding Mortgage Loan Rights

       The Servicer undertakes for the benefit of the Trustee, that it will
       either directly (including by the exercise of its delegated powers under
       this Deed and the Master Trust Deed from the Trustee and the Seller) or
       indirectly:

       (a)    (Duly stamp): promptly ensure that any Mortgage Loan Document in
              relation to a Mortgage Loan following any amendment,
              consolidation, supplementation, novation or substitution of a
              Mortgage, is duly stamped (if liable to stamp duty) and duly
              registered (where registration is required) with the relevant land
              titles office to constitute, in the case of a Mortgage, a
              subsisting first-ranking registered mortgage over the relevant
              property;

       (b)    (Notify breaches of Servicing Guidelines): promptly notify the
              Trustee and the Manager of any material breach of the Servicing
              Guidelines by the Servicer in relation to the servicing of the
              Mortgage Loan Rights then forming part of the Assets of the Series
              Trust;

       (c)    (Comply with Mortgage Insurance Policies): notwithstanding any
              other provision in this Deed, comply with its material obligations
              under any Mortgage Insurance Policy in respect of Mortgage Loans
              then forming part of the Assets of the Series Trust;

       (d)    (Execute documents): at the Trustee's request (acting on the
              direction of the Manager), execute such further documents and do
              anything else (including, without limitation, executing further
              powers of attorney substantially in the form of Schedules 2 and 3)
              that the Trustee reasonably requires to ensure its ability to
              register Mortgage Transfers and the registration of the Power of
              Attorney in each jurisdiction of Australia;

       (e)    (Upstamp): if the Seller makes any further advance or otherwise
              provides further financial accommodation to a Borrower, ensure
              that any further stamp duty which becomes payable on the relevant
              Mortgage Documents as a result of such further advance or
              provision of financial accommodation is duly paid promptly in
              accordance with any applicable laws;

       (f)    (Make calculations): upon receipt of notice that a Borrower
              desires to repay a Mortgage Loan in full, prepare and make
              available documentation and make such calculations as are
              necessary to enable the repayment of the Mortgage Loan and
              discharge of the corresponding Mortgage and any Collateral
              Securities (provided that the Servicer is not required to
              discharge a Mortgage or Collateral Securities if they also secure
              another Mortgage Loan or an Other Loan);

       (g)    (Perform obligations): duly and punctually perform each of its
              material obligations under this Deed and under each of the
              Mortgage Documents and the Transaction Documents to which it is a
              party;

       (h)    (Perfection of Title Event): assist and co-operate with the
              Trustee and the Manager in the Trustee obtaining legal title to
              the Mortgage Loan Rights following a Perfection of Title Event;

       (i)    (Write-offs): where any material amount of a Mortgage Loan has
              been written off as uncollectible in accordance with the Servicing
              Guidelines and this Deed and GEMI or GEMICO, as the case may be,
              has rejected a claim made by the

                                                                             69.
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              Servicer under the applicable Mortgage Insurance Policy,
              ensure that the documentation relevant to that Mortgage Loan is
              examined to determine whether the representations and warranties
              made pursuant to clause 13.1 in respect of that Mortgage Loan
              were correct at the Cut-Off Date. After such examination, the
              Servicer must notify the Trustee if the representations and
              warranties made pursuant to clause 13.1 were incorrect when given
              in respect of that Mortgage Loan as at the Cut-Off Date (and if
              the Servicer and the Seller are the same person such notice will
              be deemed to be a notice given by the Seller under clause 14.1,
              and must comply with that clause) and if this is the case the
              Seller must, if the determination made by the Servicer in this
              paragraph is made after the expiry of the Prescribed Period, pay
              damages to the Trustee in accordance with clause 14.9;

       (j)    (Fixed Rate Swaps): ensure that before the Servicer agrees with a
              Borrower, or allows a Borrower to elect, to vary the rate of
              interest payable under a Mortgage Loan to become a fixed rate for
              a given period, the Trustee and the Manager have entered into (or
              have confirmed that they will enter into) a Fixed Rate Swap for
              that given period in accordance with section 16 of the Interest
              Rate Swap Agreement.  Upon the request of the Servicer, the
              Manager must enter into and must direct the Trustee to enter into
              (and upon such direction the Trustee must enter into) a Fixed Rate
              Swap in accordance with section 16 of the Interest Rate Swap
              Agreement.  The maximum term of a Fixed Rate Swap entered into
              pursuant to this clause must not exceed 10 years unless the Rating
              Agencies confirm that entering into a Fixed Rate Swap for a longer
              period will not result in a reduction, qualification or withdrawal
              in the then current credit rating of any Security.  The Servicer
              is not in breach of this clause 16.6(j) if the Trustee and the
              Manager fail to enter into a Fixed Rate Swap in accordance with a
              request of the Servicer pursuant to this clause 16.6(j); and

       (k)    (Basis Cap): ensure that before the Servicer agrees with a
              Borrower, or allows a Borrower to elect, to cap the variable rate
              of interest payable under a Mortgage Loan for a given period, the
              Trustee and the Manager have entered into (or have confirmed that
              they will enter into ) an Interest Rate Basis Cap for that given
              period in accordance with Part 5(18) of the Schedule to the
              Interest Rate Swap Agreement.  Upon the request of the Servicer,
              the Manager must enter into and must direct the Trustee to enter
              into (and upon such direction the Trustee must enter into) an
              Interest Rate Basis Cap in accordance with such Part.  The maximum
              term of an Interest Rate Basis Cap entered into pursuant to this
              clause must not exceed 10 years unless the Rating Agencies confirm
              that entering into an Interest Rate Basis Cap for a longer period
              will not result in a reduction, qualification or withdrawal in the
              then current credit rating of any Security.  The Servicer is not
              in breach of this clause 16.6(k) if the Trustee and the Manager
              fail to enter into an Interest Rate Basis Cap in accordance with a
              request of the Servicer pursuant to this clause 16.6(k).

16.7   Interest Rates on Mortgage Loans

       The Servicer must, as part of its function of servicing the Mortgage
       Loans, set the interest rate charged and the monthly instalment to be
       paid by the Borrower on each Mortgage Loan forming part of the Assets of
       the Series Trust.  The Servicer must ensure that the monthly instalment
       to be paid in relation to each Mortgage Loan is equal to or greater than
       the monthly interest payable on that Mortgage Loan (but without limiting
       any right of the Borrower to pay less than the monthly instalment, or no
       monthly instalment, where the amount outstanding under the Mortgage Loan
       is less than the Scheduled Balance of the Mortgage Loan). For so long as
       the Seller is the Servicer, such interest rate must be the interest rate
       which the Seller charges on the same type of mortgage loan (having
       regard, among other things, to the nature of the Mortgage Loan product
       and the type of borrower) which is recorded on its Mortgage Loan System
       but which has not been assigned to the Trustee, unless this Deed requires
       the Servicer to charge a different interest rate in respect of that
       Mortgage Loan.

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16.8   Release or Substitution of Security

       (a)    (Substitution and release): The Servicer may in relation to a
              Mortgage Loan which is then an Asset of the Series Trust, release
              or substitute any corresponding Mortgage or First Layer of
              Collateral Security provided that this is in accordance with the
              corresponding Mortgage Insurance Policy and the Servicing
              Guidelines.

       (b)    (Indemnity): The Servicer indemnifies the Trustee (whether on its
              own account or for the account of the Securityholders of the
              Series Trust) against any costs (including legal costs charged at
              the usual commercial rates of the relevant legal services
              provider), damages or loss it suffers as a result of any release
              or substitution of any Mortgage or First Layer of Collateral
              Securities which then are Assets of the Series Trust not being in
              accordance with clause 16.8(a). The amount of the costs, damages
              and loss is to be determined by agreement between the Trustee and
              the Servicer or, failing agreement, by the Servicer's external
              auditors.  The amount cannot exceed the principal amount
              outstanding in respect of the Mortgage Loan (as recorded on the
              Mortgage Loan System) and any accrued but unpaid interest and any
              outstanding fees in respect of the Mortgage Loan (calculated at
              the time of Agreement between the Trustee and the Servicer or by
              the Servicer's external auditors, as the case may be).

16.9   Variation or Relaxation of Terms of Mortgage Loans

       (a)    (Variations): Subject to clauses 16.9(b) and 16.25, the Servicer
              may vary, extend or relax the time to maturity, the terms of
              repayment or any other term of a Mortgage Loan and its related
              Mortgage and First Layer of Collateral Securities which are then
              Assets of the Series Trust.

       (b)    (Limitations on variations): Except as contemplated by clause
              16.14 or where a Mortgage Loan is regarded as having been repaid
              in full as provided in clause 16.20(b), the Servicer must not
              grant any extension of the time to maturity of a Mortgage Loan
              which is then an Asset of the Series Trust beyond 30 years from
              the Settlement Date for the Mortgage Loan or allow any reduced
              monthly payment that would result in such an extension.

16.10  Release of Debt

       Subject to clause 16.14, the Servicer may not voluntarily release a
       Borrower from any amount owing in respect of a Mortgage Loan, related
       Mortgage or First Layer of Collateral Security unless that amount has
       been written off by the Servicer, or the Servicer has determined to
       write-off such amount, in either case in accordance with the Servicing
       Standards.

16.11  Waivers, Releases and Compromises

       Subject to clauses 16.9 and 16.10, the Servicer may:

       (a)    (Waive breaches): waive any breach under, or compromise, compound
              or settle any claim in respect of; or

       (b)    (Grant releases): release any party from an obligation or claim
              under,

       a Mortgage Loan which is then an Asset of the Series Trust or any related
       Mortgage or First Layer of Collateral Securities.

16.12  Consent to subsequent Security Interests

       The Servicer may consent to the creation or existence of any Security
       Interest in relation to any Land the subject of a Mortgage which is then
       an Asset of the Series Trust:

       (a)    (Third Parties): in favour of a party, other than the Trustee or
              the Seller only

                                                                             71.
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              if by way of a priority agreement or otherwise the Servicer
              ensures that the relevant Mortgage will rank ahead in priority to
              the third party's Security Interest on enforcement for an amount
              not less than the principal amount (plus accrued but unpaid
              interest) outstanding on the Mortgage Loan (as recorded on the
              Mortgage Loan System) plus such extra amount (if any) as is
              determined in accordance with the Servicing Guidelines;

       (b)    (Trustee or Seller): in favour of the Trustee or the Seller in
              which case the Trustee and the Seller agree that the relevant
              Mortgage will rank ahead in priority to the Trustee's Security
              Interest or the Seller's Security Interest (as the case may be) on
              enforcement for an amount equal to the principal amount (plus
              accrued but unpaid interest) outstanding on the Mortgage Loan (as
              recorded on the Mortgage Loan System) plus such extra amount (if
              any) as is determined in accordance with the Servicing Guidelines.
              This clause will continue to bind the Trustee following its
              retirement or removal pursuant to clause 19 of the Master Trust
              Deed.

16.13  Consent to Leases etc

       The Servicer may, in accordance with the Servicing Guidelines, consent to
       the creation of any leases, licences or restrictive covenants in respect
       of Land subject to a Mortgage which is then an Asset of the Series Trust.

16.14  Relief under Binding Provision or on Order of Competent Authority

       (a)    (Grant releases etc.): The Servicer may:

              (i)    release a Mortgage or a First Layer of Collateral Security
                     which is then an Asset of the Series Trust;

              (ii)   reduce the amount outstanding under, or vary the terms
                     (including, without limitation, in relation to repayment)
                     of, any Mortgage Loan, related Mortgage or First Layer of
                     Collateral Security which is then an Asset of the Series
                     Trust; or

              (iii)  grant other relief to a Borrower or the provider of a First
                     Layer of Collateral Security which are then Assets of the
                     Trust,

              when to do so is pursuant to a Binding Provision or an order,
              decision, finding, judgment or determination of a Competent
              Authority.

       (b)    (If order or determination results from failure of Servicer): If
              it is determined that the order, decision, finding, judgment or
              determination referred to in clause 16.14(a) was made by the
              Competent Authority as a result of the Seller or the Servicer:

              (i)    breaching any Binding Provision, applicable regulation,
                     statute or official directive at the time the Mortgage, the
                     First Layer of Collateral Security or the Mortgage Loan was
                     granted or a Seller Advance was made in respect of such
                     Mortgage Loan (other than a Binding Provision, regulation,
                     statute or official directive which provides for relief on
                     equitable or like grounds when paragraph (ii) is also not
                     satisfied); or

              (ii)   not acting in accordance with the standards and practices
                     suitable for a prudent lender in the business of making
                     retail home loans,

              then the Servicer must notify the Trustee of the making of such an
              order, decision, finding, judgment or determination and the Seller
              or the Servicer (as the case may be) must pay damages to the
              Trustee by 10.00 am on the Distribution Date next occurring after
              such notification is given by the Servicer. The amount of such
              damages will be the amount agreed between the Trustee (acting on
              expert advice taken pursuant to clause 16.6 of the Master Trust
              Deed, if necessary) and the Seller or the Servicer, as the case
              may be (or, failing agreement, by the Seller's or the Servicer's
              external auditors) as being sufficient

                                                                             72.
<PAGE>

              to compensate the Trustee for any losses suffered by the Series
              Trust as a result of the release, reduction, variation or relief
              (as the case may be). The amount cannot exceed the principal
              amount outstanding in respect of the relevant Mortgage Loan (as
              recorded on the Mortgage Loan System) and any accrued but unpaid
              interest and any outstanding fees in respect of the Mortgage Loan
              (calculated in both cases at the time of Agreement between the
              Trustee and the Seller or the Servicer or by the Seller's or the
              Servicer's external auditors, as the case may be).

16.15  Litigation

       The Servicer may institute litigation in respect of the collection of any
       amount owing under a Mortgage Loan which is then an Asset of the Series
       Trust but is not required to do so or to continue any litigation if the
       Servicer has reasonable grounds for believing, based on advice from its
       legal advisers (either internal or external), that:

       (a)    (Mortgage Loan unenforceable): the Servicer is, or will be, unable
              to enforce the provisions of the Mortgage Loan under which such
              amount is owing; or

       (b)    (Proceedings uneconomical): the likely proceeds from such
              litigation, in light of the expenses in relation to the
              litigation, do not warrant such litigation.

16.16  Enforcement Action

       (a)    (Servicer may take enforcement action): Subject to clause
              16.26(u), the Servicer may take such action to enforce a Mortgage
              Loan and any related Mortgage or First Layer of Collateral
              Securities which are then Assets of the Series Trust which it
              determines should be taken.

       (b)    (Servicer must not take or fail to take action in certain
              circumstances): The Servicer must not knowingly take any action,
              or knowingly fail to take any action, if that action or failure to
              take action will interfere with the enforcement by the Servicer or
              Trustee of any Mortgage Loan Rights which are then Assets of the
              Series Trust (unless such action or failure is in accordance with
              the Servicing Standards).

16.17  Incurring Additional Expenses

       The Servicer may incur any Expenses referred to in paragraph (a) of that
       definition in connection with the management, maintenance or sale of any
       property secured by a Mortgage or a First Layer of Collateral Security
       which are then Assets of the Series Trust and the Trustee must reimburse
       the Servicer for such Expenses, to the extent funds are available for
       this purpose pursuant to clause 10.2(h), on each Distribution Date and,
       if such Expenses are not reimbursed in full on any Distribution Date,
       must reimburse the balance unpaid on each subsequent Distribution Date
       from the funds available for this purpose pursuant to clause 10.2(h) on
       that Distribution Date.

16.18  Mortgage Insurance and Insurance Policy Claims

       The Servicer may, in accordance with the Servicing Standards, compromise,
       compound or settle any claim in respect of any Mortgage Insurance Policy
       or any Insurance Policy which is then an Asset of the Series Trust.

16.19  Insurance Policy Proceeds

       (a)    (Release of insurance proceeds): Proceeds received in respect of
              an Insurance Policy in respect of Land which is then an Asset of
              the Series Trust may be released, on the Trustee's behalf, if:

              (i)    such release of proceeds is conducted in accordance with
                     the Servicing Standards; and

              (ii)   the proceeds are paid on an invoice-by-invoice basis
                     directly to those

                                                                             73.
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                     who are carrying out work to rebuild, reinstate or repair
                     the property to which the proceeds relate.

       (b)    (Application of insurance proceeds): Any proceeds referred to in
              clause 16.19(a) which are not released in accordance with that
              clause must be applied in compliance with the Servicing Guidelines
              to the account established in the Servicer's records for the
              relevant Mortgage Loan up to the principal amount outstanding in
              respect of that Mortgage Loan plus accrued but unpaid interest.

       (c)    (Servicing Transfer): If a Servicing Transfer occurs the Servicer
              must immediately pay to the Trustee all proceeds previously
              retained by it under paragraph (a) and not yet released under
              paragraph (a).

16.20  Seller Advances

       If the Seller makes a further advance to a Borrower and:

       (a)    (Separate account and trusts): the Seller opens a separate account
              in its records in relation to the advance, the advance is
              considered for the purposes of this Deed to be an Other Loan and
              upon creation, the Trustee will automatically by virtue of this
              Deed, and without the necessity for any further act or thing to be
              done or brought into existence, hold the benefit of its right,
              title and interest in such Other Loan for the Seller as trustee of
              the CBA Trust and the Trustee will hold any Mortgage and any First
              Layer of Collateral Securities in respect of such Other Loan in
              accordance with clause 7.2 and any Second Layer of Collateral
              Securities in respect of such Other Loan in accordance with clause
              7.1;

       (b)    (Advance leads to Scheduled Balance being exceeded): the Seller
              records the advance as a debit to the account in its records for
              an existing Mortgage Loan which is then part of the Assets of the
              Series Trust and the advance leads to the Scheduled Balance in
              respect of that Mortgage Loan (prior to the approval of the
              advance) being exceeded by more than one scheduled monthly
              instalment, the Mortgage Loan is, for the purposes of this Deed
              only, treated as having been repaid in full by the payment by the
              Seller to the Trustee of the sum necessary to repay that Mortgage
              Loan. Such payment from the Seller must equal the principal
              balance plus accrued but unpaid interest and fees owing in respect
              of the Mortgage Loan before the advance was made and must be paid
              by the Seller to the Trustee and, following such payment,
              allocated by the Trustee to the Collections Account of the Series
              Trust; or

       (c)    (Advance does not lead to Scheduled Balance being exceeded): the
              Seller records the advance as a debit to the account in its
              records for an existing Mortgage Loan which is then part of the
              Assets of the Series Trust and this does not lead to the Scheduled
              Balance in respect of that Mortgage Loan being exceeded by more
              than one scheduled monthly instalment, the advance is treated as
              an advance made pursuant to the terms of the relevant Mortgage
              Loan and the rights to repayment of such will be a Mortgage Loan
              Right forming part of the Assets of the Series Trust.

16.21  Restrictions on Seller Advances

       The Seller must not:

       (a)    make an advance pursuant to clause 16.20(b) in relation to a
              Mortgage Loan which the Servicer has determined, in accordance
              with the Servicing Standards, is a non-performing loan; or

       (b)    make an advance pursuant to clause 16.20(c) if the then aggregate
              of:

              (i)    (Seller Advances): all Seller Advances not repaid by the
                     relevant Borrower (calculated on the basis that, for this
                     purpose only, any payments on account of principal in
                     respect of a Mortgage Loan first

                                                                             74.
<PAGE>

                     reduce the amount of the Seller Advances made in relation
                     to that Mortgage Loan) in relation to Mortgage Loans then
                     part of the Assets of the Series Trust; and

              (ii)   (Standby Redraw Facility Principal): the then Standby
                     Redraw Facility Principal,

              exceed, or will as a result of the advance exceed, the then
              Standby Redraw Facility Limit.

       If the Seller makes an advance to a Borrower in breach of this clause,
       then:

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

       (d)    the Seller indemnifies the Trustee (whether on its own account or
              for the account of the Securityholders of the Series Trust)
              against any costs, damages or loss it suffers as a result of such
              a breach (except to the extent to which such costs, damages or
              loss is recoverable by the Trustee pursuant to a Mortgage
              Insurance Policy).

16.22  Servicer's Actions Binding on Trustee

       Without limiting in any way the Servicer's liability to the Trustee for
       breaching the provisions of this Deed, any act by the Servicer in
       servicing Mortgage Loan Rights which are Assets of the Series Trust is
       binding on the Trustee whether or not such act or omission is in
       compliance with this clause 16.

16.23  Servicer to Pay its Own Expenses

       Subject to clause 16.17, the Servicer must pay from the amount received
       under clause 19.3 all expenses incurred by it in connection with
       servicing the Mortgage Loans, including expenses related to the
       collection of the Mortgage Loans, the fees and disbursements of
       independent accountants and all other fees and expenses which are not
       expressly stated in this Deed or the Master Trust Deed to be payable by
       the Trustee. The Servicer must, at least 5 Business Days before each
       Distribution Date, forward to the Manager a list of expenses for the
       Collection Period just ended for which it is seeking reimbursement
       pursuant to this clause.

16.24  Servicer to transmit information to Manager

       The Servicer must prepare and transmit to the Manager on or before the
       day which is 2 Business Days before each Distribution Date the
       information necessary to enable the Manager to prepare the Quarterly
       Certificate and the Pool Performance Data in respect of the Collection
       Period just ended. The Servicer will not be in breach of this clause
       16.24 if it fails to provide the Pool Performance Data to the Manager
       provided that it has used reasonable endeavours to produce the Pool
       Performance Data for that Collection Period but has been unable to do so
       with sufficient accuracy (as determined by the Servicer and taking into
       account the likely distribution of the Pool Performance Data and uses to
       be made of the Pool Performance Data).

16.25  Proposed amendments to Servicing Guidelines

       The Servicer must deliver copies of all proposed material amendments to
       the Servicing Guidelines which relate to the Servicer's servicing
       functions in respect of the Mortgage Loan Rights then comprising Assets
       of the Series Trust to each Support Facility Provider where the consent
       of such Support Facility Provider to such material amendment is required
       under the terms of the corresponding Support Facility.  The adoption of
       those amendments by the Servicer takes effect upon the consent of the
       Support Facility Provider to the proposed amendment (or, where provided
       under the Support Facility, upon the date that the Support Facility
       Provider is deemed to have consented to the proposed amendment).  The
       Servicer must deliver a copy of any proposed material amendment to the
       Servicing Guidelines to the Trustee, the Manager and the Rating Agencies.
       The Servicer

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<PAGE>

       must not amend the Servicing Guidelines unless each Rating Agency has
       either:

       (a)    (Confirmed No Downgrade): confirmed (either orally or in writing)
              that the proposed amendment will not result in a reduction,
              qualification or withdrawal of its then current rating of the
              Securities; or

       (b)    (10 Business days after delivery): not notified the Seller of its
              intention not to reaffirm the then current rating of a Security,
              within 10 Business Days after the delivery to it of the proposed
              amendments.

16.26  Further Servicer Undertakings

       The Servicer further undertakes for the benefit of the Trustee, the
       Manager, the Security holders and the Residual Unitholder that it will:

       (a)    (Audited accounts): give the Trustee the audited Accounts of the
              Servicer for each financial year of the Servicer within 120 days
              of the end of that year;

       (b)    (Keep proper books): keep proper and adequate books of account
              (which may be kept electronically) for the Mortgage Loan Rights of
              the Series Trust;

       (c)    (Information): subject to the provisions of the Privacy Act and
              the Servicer's duty of confidentiality to its clients under
              general law or otherwise, promptly make available to the Manager,
              the Auditor and the Trustee any books, reports or other oral or
              written information and supporting evidence of which the Servicer
              is aware that they reasonably request with respect to the Series
              Trust or the Assets of the Series Trust from time to time or with
              respect to all matters in the possession of the Servicer in
              respect of the activities of the Servicer to which this Deed
              relates;

       (d)    (Notify material misrepresentations): notify the Manager and the
              Trustee promptly if it becomes actually aware that any material
              representation or warranty made or taken to be made by or on
              behalf of the Seller or the Servicer in connection with a
              Transaction Document in relation to the Series Trust is found to
              be incorrect when made or taken to be made;

       (e)    (Certificate): within 5 Business Days of a request from the
              Manager or the Trustee, provide the Manager or the Trustee (as the
              case may be) with a certificate from the Servicer signed by 2
              Authorised Officers of the Servicer on its behalf which states
              whether to the best of the Servicer's knowledge and belief a
              Servicer Default or a Perfection of Title Event has occurred (a
              request under this clause will be made by the Trustee only once in
              each 6 calendar month period, unless the Trustee when making the
              request sets out reasonable grounds for believing that a Servicer
              Default or a Perfection of Title Event is subsisting);

       (f)    (Notify Servicer Default or Perfection of Title Event): notify the
              Trustee promptly after the Servicer becomes actually aware of any
              Servicer Default or the occurrence of any Perfection of Title
              Event and at the same time or as soon as possible thereafter
              provide full details thereof;

       (g)    (Comply with laws): comply with the requirements of any relevant
              laws in carrying out its obligations under the Transaction
              Documents for the Series Trust including the Consumer Credit Code;

       (h)    (Authorisations): obtain and maintain all authorisations, filings
              and registrations necessary to properly service the Mortgage
              Loans;

       (i)    (Not merge without assumption): not merge or consolidate into
              another entity, unless the surviving entity assumes the rights and
              obligations of the Seller and the Servicer under the Transaction
              Documents for the Series Trust and the Rating Agencies are
              notified;

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<PAGE>

       (j)    (Not enter into liquidation etc.): subject to the provisions of
              the Banking Act 1959 (Commonwealth), not present any application
              or pass any resolution for the liquidation of the Servicer, or,
              subject to clause 16.26(i), enter into any scheme of arrangement,
              merger or consolidation with any other person or enter into any
              other scheme under which the Servicer ceases to exist, the assets
              or liabilities of the Servicer are vested in or assumed by any
              other person or either of those events occur;

       (k)    (Pay Tax): duly and punctually file all returns in respect of Tax
              which are required to be filed and pay, or procure payment when
              due, all Taxes and other outgoings payable by it as and when the
              same respectively become due and payable other than outgoings
              which are being contested in good faith and promptly pay or cause
              to be paid those contested outgoings after the final determination
              or settlement of such contest;

       (l)    (Not set-off): not, without the prior consent of the Trustee,
              apply, transfer or set off the whole or any part of any amount
              payable or owed to the Servicer or to which the Servicer is
              entitled under this Deed or any other Transaction Document for the
              Series Trust towards satisfaction of any obligation which is owed
              by the Servicer to the Trustee or the Manager under this Deed or
              any other Transaction Document for the Series Trust, other than as
              contemplated under this Deed or any other Transaction Document for
              the Series Trust;

       (m)    (Not claim Assets of Series Trust): other than as a Secured
              Creditor, not claim any Security Interest, lien or other
              possessory right in any of the Assets of the Series Trust;

       (n)    (Notify claims): following receipt of actual notice of a claim by
              a third party with respect to a challenge to the sale and/or
              assignment to the Trustee of any Mortgage Loan Rights forming part
              of the Assets of the Series Trust, promptly give notice in writing
              of such action or claim to the Trustee and the Manager;

       (o)    (Not Encumber Mortgage Loan Rights): not transfer, assign,
              exchange or otherwise grant a Security Interest over the whole or
              any part of its right, title and interest in and to any Mortgage
              Loan Rights forming part of the Assets of the Series Trust;

       (p)    (Give accurate information to Rating Agencies): use reasonable
              efforts to cause all information provided by it to any Rating
              Agency in relation to the Series Trust to be complete and accurate
              in all material respects;

       (q)    (Follow directions of Trustee after Perfection of Title Event):
              upon being directed to do so by the Trustee following the
              occurrence of a Perfection of Title Event, promptly take all
              action required or permitted by law to assist the Trustee and the
              Manager to perfect the Trustee's legal title to the Mortgage Loan
              Rights forming part of the Assets of the Series Trust in
              accordance with the requirements of this Deed;

       (r)    (Comply with other undertakings): comply with all other
              undertakings given by the Servicer in this Deed or the other
              Transaction Document relating to the Series Trust;

       (s)    (Direct receipts): subject to clause 22, take all steps to ensure
              that:

              (i)    while the Collections Account is maintained with the
                     Servicer, the amounts referred to in clause 22.5 are paid
                     into the Collections Account in accordance with that
                     clause; or

              (ii)   if the Servicer is not an Eligible Depository, all payments
                     received during the corresponding Collection Period under
                     or in respect of the Mortgage Loans (other than insurance
                     premiums and related charges) are deposited into the
                     Collections Account no later than 5 Business Days following
                     receipt;

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<PAGE>

       (t)    (Collect all moneys due): make reasonable efforts to collect all
              moneys due under the terms and provisions of the Mortgage Loan
              Rights of the Series Trust and, to the extent such efforts will be
              consistent with this Deed, follow such normal collection
              procedures as it deems necessary and advisable;

       (u)    (Enforcement of Mortgage Loans): if a Material Default has
              occurred and is continuing with respect to a Mortgage Loan Right
              forming part of the Assets of the Series Trust, take such action
              on such basis as the Trustee and the Servicer may agree (in
              accordance and in conjunction with the Servicer's normal
              enforcement procedures) to enforce such Mortgage Loan Rights (but
              only to the extent that the Servicer determines that enforcement
              proceedings should be taken) so as to maximise the return to the
              Securityholders, taking into account, inter alia, the timing of
              any enforcement proceedings and any relevant terms of any Support
              Facility provided that the Servicer will not be required to
              institute litigation with respect to collection of any payment if
              there are reasonable grounds for believing the provisions of those
              Mortgage Loan Rights under which such payment is required are
              unenforceable or the payment is uncollectible; and

       (v)    (Maintain title): take such steps as are necessary to maintain the
              Trustee's title to the Mortgage Loan Rights of the Series Trust.

16.27  Servicer holding Assets of the Series Trust

       The obligation of the Servicer set out in clauses 22.4 and 22.5 in
       relation to the payment of amounts into the Collections Account is the
       full extent of the Servicer's obligation in respect of such moneys and
       the Servicer has no obligation or liability whatsoever to account to the
       Trustee for any interest, income or other benefit derived in connection
       with any payments received by it under or in respect of the Mortgage
       Loans.

16.28  Servicer's Power to Delegate

       The Servicer, for the purposes of carrying out and performing its duties
       and obligations in relation to the Series Trust, may:

       (a)    (Appoint attorneys): by power of attorney appoint any person to be
              attorney or agent of the Servicer for those purposes and with
              those powers, authorities and discretions (not exceeding those
              vested in the Servicer) as the Servicer thinks fit including,
              without limitation, a power to sub-delegate and a power to
              authorise the issue in the name of the Servicer of documents
              bearing facsimile signatures of the Servicer or of the attorney or
              agent either with or without proper manuscript signatures of its
              officers on them; and

       (b)    (Appoint agents): appoint by writing any person to be agent of the
              Servicer as the Servicer thinks necessary or proper and with those
              powers, authorities and discretions (not exceeding those vested in
              the Servicer) as the Servicer thinks fit,

       provided that, in each such case, except as provided in any Transaction
       Documents, the Servicer must not delegate to such third parties a
       material part of its powers, duties and obligations as Servicer in
       relation to Mortgage Loans forming part of the Assets of the Series
       Trust.

16.29  Servicer May Replace or Suspend Attorneys

       The Servicer may replace or suspend any attorney, agent or sub-agent
       appointed under clause 16.28 for any cause or reason as the Servicer may
       in its sole discretion think sufficient with or without assigning any
       cause or reason.

16.30  Servicer Remains Liable

       The Servicer at all times remains liable for:

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       (a)    (Acts, omissions): the acts or omissions of any person appointed
              under clause 16.28, insofar as the acts or omissions constitute a
              breach by the Servicer of its obligations under this Deed; and

       (b)    (Payment): the payment of fees to any person appointed under
              clause 16.28.

17.    SERVICER'S RESPONSIBILITIES AND INDEMNITIES

17.1   Not Liable Where Action Unlawful

       The Servicer will not incur any liability to any person in respect of any
       failure to act where such act will be hindered, prevented or forbidden by
       any present or future law.

17.2   Limitation on Servicer's Responsibility

       The Servicer will not be responsible to any person for any loss, damage,
       claim or demand incurred as a result of:

       (a)    (Trustee Default): a Trustee Default (except where the Trustee is
              the Servicer);

       (b)    (Failure to check): the failure by the Servicer to check any
              document, certificate, schedule, form, list or other document
              prepared or delivered to the Servicer by the Trustee or any agent
              or consultant of the Trustee and reasonably believed by the
              Servicer to be genuine; or

       (c)    (Trustee's direction): any action taken by the Servicer in
              accordance with any written direction or instruction from the
              Trustee or any Authorised Officer of the Trustee,

       except to the extent to which such loss, damage, claim or demand is
       caused by any fraud, negligence or wilful default by the Servicer.

17.3   Servicer's Liability

       (a)    (Liability): The Servicer shall not be liable for any loss
              incurred by any Securityholder, any Creditor of the Series Trust
              or any other person except, subject to clauses 17.3(b), (c), (d)
              and (e), to the extent that such loss may be caused by a breach by
              the Servicer of any term of this Deed, any fraud, negligence or
              wilful default by the Servicer or any breach or default by any
              person appointed by the Servicer to perform its obligations under
              this Deed.

       (b)    (Damages for direct loss): The Servicer shall not be liable for
              any damages in respect of any breach by the Servicer of any term
              of this Deed, any fraud, negligence or wilful default by the
              Servicer or any breach or default by any person appointed by the
              Servicer to perform its obligations under this Deed except and to
              the extent that the Trustee on account of the Securityholders has
              suffered direct loss as a result of such breach or default.  The
              maximum amount which the Servicer will be liable to pay in respect
              of such a breach or default is the amount outstanding at the time
              of payment under the Mortgage Loan in respect of which such
              default or breach occurred after taking into account any payment
              received by the Trustee or the Trustee is entitled to receive or
              claim under the Mortgage Insurance Policy relating to that
              Mortgage Loan.

       (c)    (No consequential loss): The Servicer's liability under this
              clause 17.3 with respect to a Mortgage Loan will not include any
              damages in respect of consequential loss.  This liability
              represents the sole damages recoverable against the Servicer in
              such circumstances.

       (d)    (Notice): The Trustee may only claim damages from the Servicer
              pursuant to this clause 17.3 by written notice setting out the
              grounds for claiming that a breach or default referred to in
              paragraph (b) has occurred together with details of the
              calculation of the loss referred to in paragraph (b).

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       (e)    (Payment): If a breach or default referred to in paragraph (b) has
              occurred, the Servicer must pay any damages due to the Trustee
              under this clause 17.3 within 7 Business Days of receipt by it of
              the written notice referred to in paragraph (d), such written
              notice to represent prima facie evidence of the amount of such
              damages.

18.    SERVICER DEFAULT AND RETIREMENT OF SERVICER

18.1   Servicer Default

       A Servicer Default occurs if:

       (a)    (Failure to remit Collections): the Servicer fails to remit any
              Collections or any other amounts received in respect of the
              Mortgage Loan Rights then forming part of the Assets of the Series
              Trust to the Trustee within the time periods specified in this
              Deed and such failure is not remedied within 5 Business Days (or
              such longer period as the Trustee may agree to) of notice of such
              failure being given to the Servicer by the Manager or the Trustee;

       (b)    (Failure to prepare information for Manager): the Servicer fails
              to prepare and transmit to the Manager the information necessary
              to enable the Manager to prepare the Quarterly Certificates by the
              date set out in this Deed and such failure is not remedied within
              20 Business Days (or such longer period as the Trustee may agree
              to) of notice being given to the Servicer by the Manager or the
              Trustee and has or will have an Adverse Effect as reasonably
              determined by the Trustee;

       (c)    (Breach of representation or warranty):  any representation,
              warranty or certification made by the Servicer (in its capacity as
              Servicer) in a Transaction Document to which it is expressed to be
              a party or in any certificate delivered by the Servicer (in its
              capacity as Servicer) pursuant to such a Transaction Document
              proves to have been incorrect when made in a manner which as
              reasonably determined by the Trustee has or will have an Adverse
              Effect and the Servicer does not remedy the same to the Trustee's
              reasonable satisfaction within 60 Business Days after receipt by
              the Servicer of notice in writing from the Trustee requiring it to
              do so;

       (d)    (Insolvency Event): an Insolvency Event occurs in relation to the
              Servicer;

       (e)    (Servicer is custodian): while the Servicer is also the Seller and
              is acting as custodian of the Mortgage Documents pursuant to
              clause 25, it fails to deliver all the Mortgage Documents in
              accordance with clause 25 to the Trustee following the occurrence
              of a Document Transfer Event and does not deliver to the Trustee
              the outstanding Mortgage Documents within 20 Business Days of
              receipt of a notice from the Trustee specifying the Mortgage
              Documents that remain outstanding;

       (f)    (Fails to maintain Threshold Rate): the Servicer fails to comply
              with clause 12.2, and such failure is not remedied within 20
              Business Days of its occurrence; or

       (g)    (Breach of other obligations): the Servicer has breached its
              obligations (other than those referred to in clauses 18.1(a), (b),
              (c), (e) and (f)) as Servicer under a Transaction Document to
              which it is expressed to be a party and such breach has or will
              have an Adverse Effect as reasonably determined by the Trustee
              and:

              (i)    that breach is not satisfactorily remedied so that it no
                     longer has or will have, having regard to all relevant
                     circumstances, such an Adverse Effect within 20 Business
                     Days after receipt by the Servicer of a notice in writing
                     (which must specify the reasons why the giver of the notice
                     believes that an Adverse Effect has occurred or will occur)
                     from the Manager or Trustee requiring it to do so; and

                                                                             80.
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              (ii)   the Servicer has not paid compensation to the Trustee for
                     its loss from such breach in an amount satisfactory to the
                     Trustee (acting reasonably).

18.2   Retirement of Servicer

       The Servicer may retire from its obligations and duties assumed by it
       pursuant to this Deed by 3 months' notice in writing to the Trustee and
       the Manager (or such lesser time as the Servicer and the Trustee agree).

18.3   Notice to Securityholders

       The Servicer will, within 2 Business Days after the Servicer becomes
       aware of any Servicer Default, give notice of such Servicer Default to
       the Trustee, the Manager, the Class A-1 Note Trustee and the Rating
       Agencies, whereupon the Manager will give notice or cause such notice to
       be given of such Servicer Default to the Securityholders.  Upon any
       retirement, termination or appointment of a Substitute Servicer pursuant
       to this clause 18, the Trustee will give or cause to be given prompt
       notice of that retirement, termination or appointment to the Manager, the
       Class A-1 Note Trustee, the Securityholders and the Rating Agencies.

18.4   Removal of Servicer

       If the Trustee has determined that:

       (a)    (Unlawful): the performance by the Servicer of its duties under
              this Deed is no longer permissible under any applicable law and
              the Trustee is satisfied that there is no reasonable action which
              the Servicer could take to make the performance of its duties
              under this Deed permissible under that applicable law; or

       (b)    (Servicer Default): a Servicer Default has occurred and is
              continuing,

       the Trustee must by written notice to the Servicer, immediately terminate
       the rights and obligations of the Servicer and appoint another Bank or
       appropriately qualified organisation to act in its place.

18.5   Retirement of Servicer

       Upon its retirement, the Servicer may, subject to any approval required
       by law, appoint in writing any other corporation approved by the Trustee
       (acting reasonably) as Servicer in its place.  If the Servicer does not
       propose a replacement by the date which is 1 month prior to the date of
       its proposed retirement, the Trustee is entitled to appoint a new
       Servicer as of the date of the proposed retirement.

18.6   When appointment of Substitute Servicer effective

       The purported appointment of a Substitute Servicer has no effect until:

       (a)    (Substitute Servicer executes deed of accession):  the Substitute
              Servicer executes a deed under which it covenants to act as
              Servicer in accordance with this Deed and all other Transaction
              Documents relating to the Series Trust to which the Servicer is a
              party; and

       (b)    (Rating Agency confirmation):  each Rating Agency confirms in
              writing that the appointment of the proposed Substitute Servicer
              will not cause a reduction, qualification or withdrawal of any
              current credit rating assigned by it to the Securities.

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18.7   Trustee to Act as Servicer

       Until the appointment of the Substitute Servicer is complete, the Trustee
       must act as Servicer.  The Trustee is entitled to receive the fee payable
       in accordance with clause 19.3 for the period during which the Trustee so
       acts.

18.8   Trustee May Give Discharges

       The Trustee may settle with the Servicer the amount of any sums payable
       by the Servicer to the Trustee or by the Trustee to the Servicer and may
       give to or accept from the Servicer a discharge in respect of those sums
       which will be conclusive and binding as between the Trustee and the
       Servicer, as between the Servicer and the Residual Unitholder and as
       between the Servicer and the Securityholders.

18.9   Servicer May Accept Payment

       The Servicer may accept a payment or benefit, in connection with its
       retirement or removal, from the Substitute Servicer.  The Servicer is
       also entitled to receive payments or benefits which have accrued to the
       Servicer under this Deed prior to the date of the Servicer's retirement
       or removal from office.

18.10  Servicer and Manager to Provide Full Co-operation

       The Servicer and the Manager agree to provide their full co-operation in
       the event of a Servicing Transfer.  The Servicer and the Manager must
       (subject to the Privacy Act and the Servicer's duty of confidentiality to
       its customers under general law or otherwise) provide the Substitute
       Servicer with copies of all paper and electronic files, information and
       other materials as the Trustee or the Substitute Servicer may reasonably
       request within 90 days of the removal or retirement of the Servicer in
       accordance with this clause 18.

18.11  Indemnity

       The Servicer indemnifies the Trustee in respect of all costs, damages,
       losses and expenses incurred by the Trustee as a result of any Servicer
       Default (including, without limitation, legal costs charged at the usual
       commercial rates of the relevant legal services provider and the costs of
       any Servicing Transfer) but excluding any costs, damages, losses and
       expenses which the Servicer is not liable or responsible for in
       accordance with clause 17.

18.12  No Liability for Servicer Default

       Neither the Trustee nor the Manager or their respective delegates (as the
       case may be) is liable for any Servicer Default except to the extent that
       the Servicer Default is caused by the Trustee's or the Manager's or their
       respective delegate's (as the case may be) fraud, negligence or wilful
       default.

19.    REMUNERATION OF MANAGER, TRUSTEE, SERVICER AND SECURITY TRUSTEE

19.1   Manager's Fee

       Pursuant to clause 18.1 of the Master Trust Deed, the Manager is
       entitled to receive in respect of each Accrual Period on the following
       Distribution Date in accordance with the terms of this Deed the fee
       agreed by the Trustee and the Manager prior to the date of this Deed or
       as may otherwise be agreed by the Manager and the Trustee provided that
       each Rating Agency will be given 3 Business Days' prior notice by the
       Manager of any variation of the Manager's Fee and the Manager's Fee will
       not be varied if such variation would result in a reduction,
       qualification or withdrawal in any then current credit rating by a Rating
       Agency of any Security.

19.2   Trustee's Fee

       Pursuant to clause 18.2 of the Master Trust Deed, the Trustee is
       entitled to receive in respect of each Accrual Period on the following
       Distribution Date in accordance with the terms of this Deed the fee
       agreed by the Trustee and the Seller prior to the date of this Deed or as
       may otherwise be agreed by the Manager and the Trustee, provided that
       each

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<PAGE>

       Rating Agency will be given 3 Business Days' prior notice by the Manager
       of any variation of the Trustee's Fee and the Trustee's Fee will not be
       varied if such variation would result in a reduction, qualification or
       withdrawal of any then current credit rating of any Security.

19.3   Servicer's Fee

       The Servicer will be entitled to receive in respect of each Accrual
       Period on the following Distribution Date in accordance with the terms of
       this Deed the fee agreed by the Trustee and the Servicer prior to the
       date of this Deed or as may otherwise be agreed by the Trustee, the
       Manager and the Servicer provided that each Rating Agency will be given 3
       Business Days' prior notice by the Manager of any variation of the
       Servicer's Fee and the Servicer's Fee will not be varied if such
       variation would result in a reduction, qualification or withdrawal of any
       then current credit rating of any Security.

19.4   Security Trustee's Fees and Expenses

       The Trustee will:

       (a)    (Pay a fee): pay to the Security Trustee the fee agreed by the
              Trustee, the Manager and the Security Trustee from time to time
              provided that each Rating Agency will be given 3 Business Days'
              prior notice by the Manager of any variation of the Security
              Trustee's Fee and the Security Trustee's Fee will not be varied if
              such variation would result in a reduction, qualification or
              withdrawal of any then current credit rating of any Security; and

       (b)    (Reimburse): reimburse the Security Trustee its costs and expenses
              incurred in performing its duties under the Security Trust Deed
              calculated in accordance with the Security Trust Deed.

       The fees, costs and expenses referred to in paragraphs (a) and (b) of
       this clause will be paid or reimbursed, as the case may be, in accordance
       with this Deed on the Distribution Date following the Accrual Period to
       which such fees, costs and expenses were earned or incurred, as the case
       may be.

19.5   Goods and Services Tax

       Notwithstanding any other provision of this Deed or the Master Trust
       Deed, if a GST is introduced or becomes effective and any of the Trustee,
       the Manager, the Servicer or the Seller becomes liable to remit to a
       Governmental Agency an amount of GST in connection with its supplies in
       connection with the Series Trust under any Transaction Document, that GST
       must be borne by the Trustee, the Manager, the Servicer or the Seller, as
       the case may be, on its own account and neither the Trustee, the Manager,
       the Servicer nor the Seller is entitled to any reimbursement of that GST
       from the Assets of the Series Trust and the definition of "Taxes" in
       clause 1.1 of the Master Trust Deed shall not include any such GST where
       that definition applies in relation to the Series Trust.  Nothing in the
       clause prevents an adjustment, in accordance with this Deed, of the fees
       payable to the Trustee, the Manager, the Servicer or the Seller as a
       result of a GST Tax Change (as defined in clause 19.6).

19.6   Adjustments to fees

       (a)    (GST Tax Change): For the purposes of this clause, "GST Tax
              Change" means:

              (i)    the commencement of;
              (ii)   the imposition or abolition of; or
              (iii)  an increase or decrease in the rate of,

              a GST.

       (b)    (Effect of GST Tax Change): In ascertaining the effect of a GST
              Tax Change on the Trustee, any associated abolition, reduction or
              other change in Taxes

                                                                             83.
<PAGE>

              reducing, directly or indirectly, the costs (including general
              overhead costs) of the Trustee will be taken into account.

       (c)    (Adjustments):  Following any GST Tax Change, the fees payable to
              the Trustee under this clause 19 will, subject to clause 19.6(o),
              be adjusted according to the procedure in this clause 19.6 so
              that, from the commencement date or dates of the GST Tax Change,
              the Trustee is not economically disadvantaged in relation to the
              supplies provided by it under this Deed by the effect of the GST
              Tax Change.

       (d)    (Notice):  At any time within 12 months after a GST Tax Change has
              come into effect, the Trustee may, by written notice to the
              Manager, require the commencement of negotiations by the Manager
              and the Trustee in accordance with the succeeding provisions of
              this clause 19.6.

       (e)    (Time Bar):  If the Trustee does not issue a notice under clause
              19.6(d) within 12 months after a GST Tax Change has come into
              effect, then the Trustee will be taken to have unconditionally and
              irrevocably waived its rights under clause 19.6(c) in relation to
              that GST Tax Change, and no adjustment will be made.

       (f)    (Negotiations):  Within 28 days after receipt of a notice under
              clause 19.6(d), the Manager and the Trustee will confer at least
              once to negotiate in good faith with a view to agreeing on any
              adjustments to the fees payable to the Trustee under this clause
              19 which will satisfy the Trustee's rights under clause 19.6(d).

       (g)    (Manager and Trustee to give effect to outcome of negotiations):
              Subject to clause 19.6(o), if the negotiations result in the
              parties agreeing on any adjustments to the fees payable to the
              Trustee under this clause 19, the Trustee and the Manager will,
              as soon as possible, do all things necessary to give effect to the
              agreement reached, including adjusting any payments of such fees
              which have previously been made under this Deed after the
              commencement date or dates of the relevant GST Tax Change.

       (h)    (Negotiations Unsuccessful):  If, within 28 days after the first
              conference under clause 19.6(f), the Manager and the Trustee are
              unable to agree fully, the Trustee or the Manager may, by written
              notice to the other, require any matter relating to the Trustee's
              rights under clause 19.6(c) to be referred to expert
              determination.

       (i)    (Appointment of Expert):  The Trustee and the Manager may appoint
              any independent consultant who is experienced in indirect taxation
              to be the expert. If, within 28 days after receipt of a notice
              under clause 19.6(h), the Trustee and the Manager are unable to
              agree on an expert, then the Trustee or the Manager may request
              the president for the time being of the Institute of Chartered
              Accountants to appoint the expert.

       (j)    (Expert Determination):  The expert will decide on adjustments
              which will satisfy the Trustee's rights under clause 19.6(c).
              The expert will act as an expert and not as an arbitrator and his
              or her decision will, in the absence of fraud or bias but
              notwithstanding error, be final and binding on the Trustee and the
              Manager.

       (k)    (Procedure):  The Trustee and the Manager may agree on any
              procedure for the expert determination, including the adoption in
              whole or part of any expert determination rules published by a
              dispute resolution agency, professional body, law firm or any
              other person.  If the Trustee and the Manager cannot agree, the
              expert will determine the procedure to be followed in the expert
              determination.  However, unless the Trustee and the Manager
              otherwise agree:

              (i)    the expert may inform himself or herself in any way he or
                     she sees fit, including by engaging other consultants,
                     without being bound by

                                                                             84.
<PAGE>

                   rules of evidence;
              (ii) each of the Trustee and the Manager will have the right to
                   present its case and to answer the case against it; and
             (iii) the expert will give reasons for his or her decision.

       (l)    (Costs of Expert): The Trustee and the Manager will pay the costs
              of the expert in equal shares.

       (m)    (Scott v Avery clause): The Trustee will not be entitled to
              commence any action or proceeding relating to any GST Tax Change
              until the procedures outlined in this clause relating to that GST
              Tax Change have been completed.

       (n)    (Continue to Perform): Notwithstanding that the procedures
              outlined in this clause are operating, the parties will continue
              to perform their obligations under this Deed.

       (o)    (Rating Agencies Consent): Any adjustment to fees pursuant to this
              clause 19.6 will be subject to confirmation in writing from the
              Rating Agencies that the adjustment will not result in a
              reduction, qualification or withdrawal of the credit ratings then
              assigned by them to the Securities.

       (p)    (Management and Servicing Fees): Subject to clause 19.6(o), the
              Manager and the Servicer may from time to time agree to adjust the
              Servicing Fee and the Management Fee. Any adjustment to the
              Servicing Fee or the Management Fee pursuant to this clause
              19.6(p) will be effective following notice in writing of the same
              by the Manager to the Trustee.

 20.   MANAGER DEFAULT

       The occurrence of any of the following events constitutes a Manager
       Default for the purposes of clause 20.1(b) of the Master Trust Deed:

       (a)    (Manager does not instruct): the Manager does not instruct the
              Trustee to pay the required amounts to the Securityholders of the
              Series Trust within the time periods specified in this Deed and
              such failure is not remedied within 10 Business Days (or such
              longer period as the Trustee may agree) of notice of such failure
              being delivered to the Manager by the Trustee;

       (b)    (Manager does not prepare Quarterly Certificates): the Manager
              does not prepare and transmit to the Trustee the Quarterly
              Certificates or any other reports required to be prepared by the
              Manager and such failure is not remedied within 10 Business Days
              (or such longer period as the Trustee may agree) of notice being
              delivered to the Manager by the Trustee. Such a failure by the
              Manager does not constitute a Manager Default if it is as a result
              of a Servicer Default pursuant to clause 18.1(b) provided that,
              if the Servicer subsequently provides the information to the
              Manager, the Manager prepares and submits to the Trustee the
              outstanding Quarterly Certificates or other reports within 10
              Business Days (or such longer period as the Trustee may agree to)
              of receipt of the required information from the Servicer;

       (c)    (Breach of a Representation or Warranty): any representation,
              warranty, certification or statement made by the Manager (in its
              capacity as Manager) in a Transaction Document to which it is
              expressed to be a party, or in any document provided by it under
              or in connection with a Transaction Document, proves to have been
              incorrect when made, or is incorrect when repeated, in a manner
              which as reasonably determined by the Trustee has an Adverse
              Effect and the Manager does not remedy the same to the Trustee's
              reasonable satisfaction within 60 Business Days after receipt by
              the Manager of notice in writing from the Trustee requiring it to
              do so; or

       (d)    (Breach of other obligations): the Manager has breached its other
              obligations as Manager under a Transaction Document to which it is
              expressed to be a party

                                                                             85.
<PAGE>

              or any other deed, agreement or arrangement entered into by the
              Manager in relation to the Series Trust or the Securities, (other
              than an obligation which depends upon information provided by, or
              action taken by, the Servicer and the Manager has not received the
              information, or the action has not been taken, which is necessary
              for the Manager to perform the obligation) and such breach has had
              or, if continued, will have an Adverse Effect as reasonably
              determined by the Trustee, and either such breach is not remedied
              so that it no longer has or will have such an Adverse Effect
              within 20 Business Days of notice thereof delivered to the Manager
              by the Trustee or the Manager has not within 20 Business Days of
              receipt of such notice paid compensation to the Trustee for its
              loss from such breach in an amount satisfactory to the Trustee
              (acting reasonably). The Trustee must, in such notice, specify the
              reasons why it believes an Adverse Effect has occurred, or will
              occur, as the case may be.

 21.   REPRESENTATIONS AND WARRANTIES

 21.1  General Representations and Warranties by the Seller and the Servicer

       The Seller and the Servicer each represents and warrants in respect of
       itself to the Trustee that:

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

       (b)    (Power to enter and observe this Deed): it has full power to enter
              into and perform its obligations under this Deed and the other
              Transaction Documents to which it is a party;

       (c)    (Separate Authority): it has in full force and effect the
              authorisations necessary to authorise its execution, delivery and
              performance of this Deed and the other Transaction Documents to
              which it is a party;

       (d)    (Authorisations): it has in full force and effect all
              authorisations from Governmental Agencies that are required for
              the execution, delivery and performance by the Seller of this Deed
              and the Transaction Documents to which it is a party as at the
              date of this Deed and has filed all necessary returns with the
              Australian Securities and Investments Commission;

       (e)    (Obligations enforceable): its obligations under this Deed are
              legal, valid, binding and enforceable against it in accordance
              with their terms subject to stamping and any necessary
              registration, except as such enforceability may be limited by any
              applicable bankruptcy, insolvency, reorganisation, moratorium or
              trust law or general principles of equity or other similar laws
              affecting creditors' rights generally;

       (f)    (This Deed does not contravene constituent documents): this Deed
              does not contravene its constituent documents or any law,
              regulation or official directive or any of its obligations or
              undertakings by which it or any of its assets are bound or cause a
              limitation on its powers or the powers of its directors to be
              exceeded;

       (g)    (No Servicer Default): (represented and warranted by the Servicer
              only) no Servicer Default continues unremedied that has not been
              notified to the Trustee;

       (h)    (Servicing Guidelines): (represented and warranted by the Servicer
              only) the Servicing Guidelines are in existence as at the date of
              this Deed;

       (i)    (No material default): to the best of its knowledge, it is not in
              default of the material requirements of any relevant laws which
              would materially adversely affect its ability to carry out its
              obligations under this Deed;

                                                                             86.
<PAGE>

       (j)    (No immunity from process): it has no immunity from the
              jurisdiction of a court or from legal process (whether through
              service of notice, attachment prior to judgment, attachment in aid
              of execution, execution or otherwise);

       (k)    (Not Trustee): it does not enter into this Deed in the capacity of
              a trustee of any trust or settlement;

       (l)    (No material adverse effect): it is not actually aware of any
              facts which would have a material adverse effect on its ability to
              perform its obligations under this Deed;

       (m)    (No related party transaction): no person has contravened or will
              contravene section 243H or section 243ZE of the Corporations Law
              by entering into or participating in the Transaction Documents or
              any transaction contemplated by the Transaction Documents;

       (n)    (No Insolvency Event): no Insolvency Event has occurred and is
              subsisting in respect of it; and

       (o)    (Paid Taxes): it has filed all Tax returns which are required to
              be filed and has promptly paid all Taxes as shown in all
              assessments received by it to the extent that such Taxes have
              become due other than those Taxes the subject of a bona fide
              dispute with the Australian Taxation Office or other Governmental
              Agency.

 21.2  Repetition of Representations and Warranties

       The representations and warranties in clause 21.1 are taken to be also
       made on the Closing Date.

 22.   COLLECTIONS ACCOUNT AND INVESTMENT

 22.1  Collections Account

       The Trustee will establish and maintain in New South Wales (or in such
       other place as the Manager selects from time to time), in accordance with
       this clause 22, an account in the name of the Trustee which must be an
       Eligible Deposit Account.

 22.2  Initial Collections Account

       Immediately following the Closing Date, the Trustee will establish the
       initial Collections Account with the Servicer if the Servicer is an
       Eligible Depository.

 22.3  Replacement of Collections Account

       If, at any time, the Collections Account ceases to be an Eligible Deposit
       Account, the Trustee (or the Manager on its behalf) will within 5
       Business Days (or such longer period, as the Rating Agencies may agree)
       establish a new account which is an Eligible Deposit Account and the
       Trustee will transfer any cash comprising the old Collections Account to
       such new account and from the date such new account is established, it
       will be the Collections Account.

 22.4  Deposits into Collections Account within 5 Business Days

       Subject to clauses 22.5 and 22.11, the Servicer must deposit in the
       Collections Account each amount comprising a Collection received by the
       Servicer (or otherwise payable by the Seller or the Servicer or debited
       by the Servicer as contemplated by clause 22.4(a)) within 5 Business
       Days of:

       (a)    (Receipt or Set-off):  receipt of the Collection by the Servicer
              or the debiting of the Collection by the Servicer against an
              account pursuant to a right of set-off or right to combine
              accounts; or

                                                                             87.
<PAGE>

       (b)    (Where otherwise payable):  where Collections are not received by
              the Servicer but are otherwise payable by the Servicer or the
              Seller in accordance with clauses 14, 15.1(k), 16, 18, 24, 25, 26
              or 30 of this Deed, when they fall due for payment to the Trustee
              from the Servicer or the Seller.

 22.5  While Collections Account with Commonwealth Bank

       If the Collections Account is permitted to be maintained with the
       Servicer and:

       (a)    (A-1+/P1/FI Rating): the Servicer is assigned short term credit
              ratings by the Rating Agencies of no lower than A-1+ (in the case
              of S&P), no lower than P1 (in the case of Moody's) and no lower
              than F1+ (or, when the Seller is the Servicer, no lower than F1)
              (by Fitch IBCA), then the Servicer will be entitled to retain any
              Collections in respect of a Collection Period until 10.00 am on
              the Business Day which is two Business Days preceding the
              Distribution Date for the Collection Period;

       (b)    (A-1/P1Rating): the Servicer does not have all the applicable
              credit ratings specified in clause 22.5(a), but is assigned short
              term credit ratings of no lower than A-1 (in the case of S&P), no
              lower than P1 (in the case of Moody's) and no lower than F1 (in
              the case of Fitch IBCA), then the Servicer will be entitled to
              retain any Collections in respect of a Collection Period until
              10.00 am on the Business Day which is the earlier of two Business
              Days preceding the Distribution Date for the Collection Period and
              30 days from receipt of such Collections, provided that while the
              sum of:

              (i)  all Collections then held by the Servicer; and

              (ii) the aggregate value of the Authorised Short-Term Investments
                   in relation to the Series Trust which are with, or issued by,
                   a bank or financial institution which then has assigned to it
                   by S&P a short term credit rating of A-1,

              exceeds 20% of the then aggregate of the Stated Amounts of the
              Securities, the Servicer will only be entitled to retain any
              additional Collections received in respect of a Collections Period
              until 10.00 am on the Business Day which is 2 Business Days from
              the receipt of such Collections; or

       (c)    (Lower than A-1/P1/F1 Rating): the Servicer has no credit ratings
              or is assigned a short term credit rating by the Rating Agencies
              lower than A-1 (in the case of S&P), lower than P1 (in the case of
              Moody's) or lower than F1 (in the case of Fitch IBCA), then the
              Servicer will be entitled to retain any Collections, in respect of
              a Collection Period until 10.00 am on the Business Day which is
              two Business Days from receipt of such Collections,

       and must at that time pay such Collections into the Collections Account
       together with an amount of interest (in the case of paragraphs (a) and
       (b)) equal to the amount that would have been earned had such Collections
       been paid into the Collections Account within 5 Business Days of their
       receipt by the Servicer.

 22.6  Withdrawals from Collections Accounts

       Subject to this Deed, the Trustee will withdraw funds from the
       Collections Account and apply the same when necessary for the following
       outgoings:

       (a)    (Payments to Securityholders and Residual Unitholder): making
              payments to the Securityholders or the Residual Unitholder;

       (b)    (Eligible Investments): purchasing Authorised Short-Term
              Investments in compliance with this Deed and making payments
              required in connection with Authorised Short-Term Investments;

                                                                             88.
<PAGE>

       (c)    (Expenses and Taxes): paying Expenses and Taxes in accordance with
              this Deed or the Master Trust Deed; and

       (d)    (Other payments): making payments, in accordance with the
              Transaction Documents to (or at the direction of) the Trustee, the
              Manager, the Servicer, the Security Trustee, any Support Facility
              Provider or any other Creditor of the Series Trust.

 22.7  All Transactions through Collections Account

       Unless otherwise directed by the Manager, all moneys and proceeds
       referred to in clauses 22.4 and 22.5 will be credited to the Collections
       Account and all outgoings referred to in clause 22.6 will be paid from
       the Collections Account.

 22.8  Title to and Control of Collections Account

       The Collections Account and all rights to it and the funds standing to
       its credit from time to time is an Asset of the Series Trust. At all
       times the Collections Account will be under the sole control of the
       Trustee.

 22.9  No Deductions by Servicer

       If the Collections Account is maintained with the Servicer, the Servicer
       agrees that it will have no right of set-off, banker's lien, right of
       combination of accounts, right to deduct moneys or any other analogous
       right or Security in or against any funds held in the Collections Account
       for any amount owed to the Servicer.

 22.10 Prepayments under Liquidity Facility

       All prepayments made to the Trustee in respect of the Liquidity Facility
       Agreement must be deposited in the Collections Account. Amounts so
       deposited must not be withdrawn by the Trustee other than at the
       direction of the Manager in accordance with the Liquidity Facility
       Agreement or to be paid into a new Collections Account opened in
       accordance with clause 22.3.

 22.11 Servicer May Retain Income from Collections

       Subject to clause 22.5, where the Servicer has received Collections but
       it is not required pursuant to this Deed to deposit those Collections
       into the Collections Account until a later date, the Servicer may retain
       any interest and other income derived by the Servicer from those
       Collections for the period up to when the Servicer is required to deposit
       them under this Deed into the Collections Account.

 22.12 Bank Account Taxes

       Interest earned on amounts standing to the credit of the Collections
       Account shall be determined net of all Taxes levied specifically in
       respect of debits or credits to or on deposit accounts.

 22.13 Opening of additional accounts where Collections Account is with an
       Eligible Depository

       If at any time:

       (a)    (Collections Account with Eligible Depository): there are
              Collections deposited in a Collections Account with an Eligible
              Depository;

       (b)    (Required Rating): the then short term credit rating assigned by
              the Rating Agency to the Eligible Depository is no higher than A-1
              and the obligations of that Eligible Depository in respect of the
              Collections Account are rated, or considered by S&P to be
              equivalent to obligations rated, less than A-1+; and

                                                                             89.
<PAGE>

       (c)    (Credit balance of Collections Account): the sum of:

              (i)  all amounts then credited to the Collections Account; and

              (ii) the aggregate value of the Authorised Short-Term Investments
                   in relation to the Series Trust which are with, or are
                   issued, endorsed (with recourse) or accepted by, a bank or
                   financial institution which has then assigned to it by the
                   Rating Agency a short term credit rating of A-1,

              exceeds 20% of the Total Invested Amount of the Notes, then:

       (d)    (New Collections Account): the Trustee must, upon becoming
              actually aware of the occurrence of that event, immediately open a
              new Collections Account with another Eligible Depository which has
              assigned to it a short term credit rating by S&P of A-1+;

       (e)    (Amounts in excess transferred): an amount equal to the excess
              referred to in clause 22.13(c) must be transferred by the Trustee
              from the Collections Account referred to in clause 22.13(a) to
              the new Collections Account;

       (f)    (Subsequent deposits): all subsequent amounts received by, or
              payable to, the Trustee in respect of the Series Trust must be
              deposited in the Collections Account referred to in clause
              22.13(a) to the extent that such amounts can be deposited in that
              Collections Account in accordance with, and without breaching the
              restrictions on such deposit set out in, clause 22.13(c); and

       (g)    (Balance transferred): the balance of the amounts received by, or
              payable to, the Trustee in respect of the Series Trust must be
              deposited in the new Collections Account established pursuant to
              clause 22.13(d) and in accordance with clauses 22.4 and 22.5.

 23.   CLEAN-UP AND EXTINGUISHMENT

 23.1  Notification of Trigger Event by Manager to Seller

       If (unless otherwise required by the Seller):

       (a)    (10% Threshold): the event referred to in Condition 7.3(a) of the
              Class A-1 Note Conditions has occurred or is expected to occur on
              the next Distribution Date; or

       (b)    (Other Redemption Event): both of the following events occur:

              (i)    the next Distribution Date is the Call Date for the
                     purposes of Condition 7.3(b) of the Class A-1 Note
                     Conditions or an event referred to in Condition 7.4(a) or
                     (b) has occurred; and

             (ii)    the Seller has prior thereto notified the Manager that the
                     Australian Prudential Regulation Authority will permit the
                     Seller to exercise its rights under this clause 23
                     (notwithstanding that the event referred to in clause
                     23.1(a) has not occurred),

       the Manager must promptly request the Seller by telephone or orally
       whether the Seller wishes to exercise its rights pursuant to this clause
       23.

 23.2  Response by Seller

       The Seller may at any time after receiving (or after it ought to receive)
       a request from the Manager pursuant to clause 23.1, and prior to the
       Termination Date, advise the Manager by telephone or orally, that it
       requires to exercise its rights pursuant to this clause 23 and
       nominating a Distribution Date as the Clean-up Settlement Date. The
       Manager must then

                                                                             90.
<PAGE>

       promptly advise the Trustee of such advice and (if applicable) such
       nomination by the Seller.

 23.3  Determination of Clean-Up Settlement Date

       If the Seller advises the Manager pursuant to clause 23.2 that it
       requires to exercise its rights pursuant to this clause 23:

       (a)    (Clean-Up Settlement Date to Coincide with redemption of
              Securities): if any Securities have been issued and have not then
              been redeemed, the Manager must, subject to clause 23.4(b), in
              accordance with Conditions 7.3 or 7.4 (as applicable) of the
              Class A-1 Note Conditions direct the Trustee to give a notice in
              accordance with such Condition (which the Trustee must give) that
              on the Distribution Date nominated by the Seller pursuant to
              clause 23.2 (which must be a complying Distribution Date in
              accordance with such Condition) a redemption of the Securities
              will occur pursuant to such Condition (in which case, such
              nominated and complying Distribution Date will be the Clean-Up
              Settlement Date); or

       (b)    (Otherwise, date nominated by Seller): otherwise, the Clean-Up
              Settlement Date will be the Distribution Date nominated by the
              Seller as the Clean-Up Settlement Date pursuant to clause 23.2.

 23.4  Clean-Up Settlement Price

       (a)    (Calculation): The Clean-Up Settlement Price will be the amount
              determined by the Manager to be the aggregate of the Fair Market
              Value (as at the last day of the Accrual Period ending immediately
              before the proposed Clean-Up Settlement Date) of each Mortgage
              Loan then forming part of the Assets of the Series Trust.

       (b)    (Minimum Clean-Up Settlement Price): If any Securities have been
              issued and have not then been redeemed (or deemed to be redeemed)
              and if the amount of the Clean-Up Settlement Price determined by
              the Manager (when combined with the other Assets that will be
              available to the Trustee) is not sufficient to ensure, upon
              payment by the Seller to the Trustee pursuant to clause 23.5,
              that the Trustee would be in a position on the proposed Clean-Up
              Settlement Date to redeem the Securities in full in accordance
              with Condition 7.3 or 7.4 (as applicable) of the Class A-1 Note
              Conditions, the Manager must not give a direction to the Trustee
              pursuant to clause 23.3(a). If such amount would be so
              sufficient, the Manager's direction pursuant to clause 23.3(a)
              must be accompanied by a notification to the Trustee of such
              amount and the certificate referred to in Condition 7.5 of the
              Class A-1 Note Conditions.

       (c)    (Minimum not Sufficient): If the Manager cannot issue the
              direction referred to in clause 23.4(b) as a result of such
              clause, nothing herein prevents the Seller issuing a further
              advice to the Manager pursuant to clause 23.2 at a later date, in
              which case the procedures and provisions of this clause 23 will
              thereupon take effect again (including this clause 23.4(c)),
              subject to the requirements herein contained.

 23.5  Payment of Clean-Up Settlement Price

       (a)    (Payment): Subject to clause 23.5(b), the Seller must pay to the
              Trustee, in immediately available funds, the Clean-Up Settlement
              Price on the Clean-Up Settlement Date.

       (b)    (Waiver of Redemption by Class A-1 Noteholders): If a proposed
              payment pursuant to clause 23.5(a) is as a result of the
              occurrence of the event referred to in Condition 7.4(a) of the
              Class A-1 Note Conditions in respect of only the Class A-1 Notes
              and the Trustee is not required to redeem the Class A-1 Notes as a
              result of an election to this effect by the Class A-1 Noteholders
              in

                                                                             91.
<PAGE>

              accordance with Condition 7.4, the Seller must not make the
              proposed payment referred to in clause 23.5(a) on the proposed
              Clean-Up Settlement Date (but without limiting the operation of
              clause 23.4(c) in respect of any other event that has occurred or
              may occur under clause 23.1).

 23.6  Effect of Payment of Clean-Up Settlement Price

       Upon receipt of the Clean-Up Settlement Price by the Trustee in
       immediately available funds, the Trustee's entire right, title and
       interest in the Mortgage Loan Rights then forming part of the Assets of
       the Series Trust will be extinguished in favour of the Seller with
       immediate effect from the last day of the Collection Period which ended
       prior to the Clean-Up Settlement Date. The Trustee must execute whatever
       documents the Seller reasonably requires to complete the extinguishment
       of the Trustee's right, title and interest in the Mortgage Loan Rights.

 23.7  Costs

       The Seller must pay to, or reimburse, the Trustee immediately on demand
       for all costs and expenses, including, without limitation, any stamp duty
       and registration fees, arising out of or necessarily incurred in
       connection with the exercise of the Seller's rights pursuant to this
       clause 23.

 23.8  Alternative Structure

       The Trustee must co-operate with the Seller in implementing alternative
       means to permit the Seller to have the benefit of the Mortgage Loan
       Rights referred to in clause 23.6 other than as set out in this clause
       23 if to do so would materially reduce the liability of the Seller to
       reimburse the Trustee for any of the costs and expenses set out in clause
       23.7 and provided that any proposed alternative means pursuant to this
       clause is permitted in law and does not result in the Trustee being
       exposed to the risk of personal liability unless the Trustee is
       satisfied, in its absolute discretion, that the Seller will be able to
       indemnify the Trustee in respect of such risk in accordance with clause
       2.15(a).

 23.9  Alternative Funding Arrangements to Permit Redemption

       Nothing in this clause 23 prevents the Manager and the Trustee
       exercising any other rights and powers conferred upon them by this Deed
       or the Master Trust Deed (in so far as it applies to the Series Trust) to
       enable the redemption of the Securities as contemplated by Conditions
       7.3 and 7.4 of the Class A-1 Note Conditions.

 24.   PERFECTION OF TITLE

 24.1  Perfection of Title Event

       A Perfection of Title Event occurs if:

       (a)    (Breach of Seller Representations): the Seller (in its capacity as
              Seller only and not as Custodian) makes any representation or
              warranty under a Transaction Document to which it is expressed to
              be a party that proves to be incorrect when made (other than a
              representation or warranty in respect of which payment has been
              made, or is not yet due to be made, in accordance with clauses
              14.6 and 14.9(a)), or breaches any covenant or undertaking given
              by it in such a Transaction Document, and that has or, if
              continued will have, an Adverse Effect and:

              (i)    the same is not satisfactorily remedied so that it no
                     longer has or will have, an Adverse Effect, within 20
                     Business Days of notice thereof being delivered to the
                     Seller by the Manager or the Trustee; or

             (ii)    if paragraph (i) is not satisfied, the Seller has not
                     within 20 Business Days of such notice paid compensation to
                     the Trustee for its loss from such breach in an amount
                     satisfactory to the Trustee acting reasonably (such
                     compensation cannot exceed the aggregate of the principal

                                                                             92.
<PAGE>

                     amount outstanding in respect of the corresponding Mortgage
                     Loan (as recorded on the Mortgage Loan System) and any
                     accrued or unpaid interest in respect of the Mortgage Loan
                     (calculated in both cases at the time of payment of the
                     compensation)).

              The Trustee must, in such notice, specify the reasons why it
              believes an Adverse Effect has occurred, or will occur (as the
              case may be);

       (b)    (Servicer Default): if the Seller is the then Servicer, a Servicer
              Default occurs;

       (c)    (Seller Insolvency Event): an Insolvency Event occurs in relation
              to the Seller;

       (d)    (Seller breach of Interest Rate Swap Agreement): if the Seller is
              a then Interest Rate Swap Provider under a Fixed Rate Swap or an
              Interest Rate Basis Cap, the Seller fails to make any payment due
              under the corresponding Interest Rate Swap Agreement and such
              failure: or

              (i)    has or will have, as reasonably determined by the Trustee,
                     an Adverse Effect; and

              (ii)   is not remedied by the Seller within 20 Business Days (or
                     such longer period as the Trustee may agree to) of notice
                     thereof being delivered to the Seller by the Manager or the
                     Trustee;

       (e)    (Downgrading of Seller): a downgrading in the long term debt
              rating of the Seller below the Specified Rating (or such other
              rating in respect of the Seller as is agreed between the Manager,
              the Seller and the Rating Agency which had assigned the relevant
              Specified Rating).

 24.2  Declaration of Perfection of Title Event

       If a Perfection of Title Event (of which the Trustee is actually aware)
       is subsisting, the Trustee must, as soon as is practicable, by notice in
       writing to the Seller, the Servicer, the Manager and the Rating Agencies
       declare that a Perfection of Title Event has occurred unless the Rating
       Agencies confirm by notice in writing to the Trustee (with a copy to the
       Manager) prior to the declaration that a failure to perfect the Trustee's
       title to the Mortgages in accordance with clause 24.3 will not result in
       a reduction, qualification or withdrawal of the credit ratings then
       assigned by them to the Securities.

 24.3  Perfection of Title

       If, and only if, a declaration is made by the Trustee in accordance with
       clause 24.2, the Trustee and the Manager must as soon as practicable:

       (a)    (Perfect title): take all necessary steps to perfect in the name
              of the Trustee the Trustee's legal title to the Mortgages then
              forming part of the Assets of the Series Trust, including
              lodgement of Mortgage Transfers (where necessary, executed under a
              Power of Attorney) with the land titles office of the appropriate
              jurisdiction to achieve registration of the Mortgages then forming
              part of the Assets of the Series Trust;

       (b)    (Notify Borrowers): notify the relevant Borrowers of the sale of
              the Mortgage Loans and Mortgages then forming part of the Assets
              of the Series Trust including informing them (where appropriate)
              that they should make payment to the Series Trust Account
              specified to them by the Trustee; and

       (c)    (Possession of Loan Files): take possession of all Loan Files
              (subject to the Privacy Act and the Seller's duty of
              confidentiality to its customers under general law or otherwise).
              The Trustee and the Manager may, if necessary to obtain
              possession, enter into the premises of the Servicer at which the
              Loan Files are stored.

                                                                             93.
<PAGE>

 24.4  Trustee to lodge Caveats

       If the Trustee does not hold the Mortgage Documents necessary to vest
       fully and effectively in the Trustee the Seller's legal right, title and
       interest in and to any Mortgage Loan, the Trustee must, within 5 Business
       Days after the declaration by the Trustee of a Perfection of Title Event
       in accordance with clause 24.2, lodge or enter, to the extent of the
       information available to it, a caveat or similar instrument in respect of
       the Trustee's interest in the Mortgage Loan.

 24.5  Trustee to hold Legal Title or lodge Caveats

       The Trustee must, in respect of each Mortgage Loan then forming part of
       the Assets of the Series Trust, within 30 Business Days after the
       declaration by the Trustee of a Perfection of Title Event in accordance
       with clause 24.2, either have commenced to take all necessary steps to
       perfect the legal title to that Mortgage Loan or have lodged or entered a
       caveat or similar instrument in respect of the Trustee's interest in that
       Mortgage Loan.

 24.6  Powers of Attorney

       The Trustee must only use the Powers of Attorney to execute Mortgage
       Transfers in respect of Mortgages then forming part of the Assets of the
       Series Trust and only then if it has declared a Perfection of Title Event
       in accordance with clause 24.2.

 24.7  Other Loans

       Following a declaration in accordance with clause 24.2, the Trustee must
       continue to hold its interest in the CBA Trust Assets in accordance with
       this Deed.

 24.8  Indemnity

       The Seller indemnifies the Trustee against all loss, costs, damages,
       charges and expenses incurred by the Trustee in perfecting the Trustee's
       title to the Mortgages then forming part of the Assets of the Series
       Trust in accordance with clause 24.3, including legal costs charged at
       the usual commercial rates of the relevant legal services provider, all
       registration fees, stamp duty and the cost of preparing and transmitting
       all necessary documentation.

 25.   SELLER AS CUSTODIAN OF THE MORTGAGE LOAN DOCUMENTS

 25.1  Seller as Custodian

       The Seller holds the Mortgage Documents in relation to Mortgage Loans
       that from time to time form part of the Assets of the Series Trust as
       custodian on behalf of the Trustee from and including the Closing Date
       until a Document Transfer Event occurs.

 25.2  Application of the Balance of this Clause

       The remaining provisions of this clause 25 only apply if and while the
       Seller remains as custodian of the Mortgage Documents.

 25.3  Seller's Covenants as Custodian

       The Seller covenants with the Trustee that it will:

       (a)    (Hold documents in accordance with its normal practice): hold the
              Mortgage Documents in accordance with its standard safekeeping
              practices and in the same manner and to the same extent as it
              holds its own documents;

       (b)    (Segregate documents): mark and segregate the security packages
              containing the Mortgage Documents in respect of the Mortgage Loans
              comprising Assets of the Series Trust in a manner to enable the
              easy identification of them by the Trustee (when the Trustee is at
              the premises at which the Mortgage Documents are located and in
              possession of the letter delivered to it pursuant to clause

                                                                             94.
<PAGE>

              6.1(k));

       (c)    (Reporting): maintain reports on movements of the Mortgage
              Documents; and

       (d)    (Deficiencies in Document Custody Audit Report): cure any
              exceptions or deficiencies noted by the Auditor of the Series
              Trust in a Document Custody Audit Report.

 25.4  Update of Computer Diskette

       (a)    (Quarterly Updates): The Seller must deliver to the Trustee on
              each Distribution Date a computer diskette in a format acceptable
              to the Trustee updating the information referred to in clause
              6.1(j).

       (b)    (Adverse Document Custody Audit Report): In addition to its
              obligations under clause 25.4(a), if there is an Adverse Document
              Custody Audit Report the Seller must deliver to the Trustee within
              20 Business Days thereafter (or such longer period as may be
              agreed between the Seller and the Trustee) a computer diskette
              updating the information referred to in clause 6.1(j) and
              containing the Caveat and Transfer Details in respect of each
              Mortgage Loan then forming part of the Assets of the Series Trust.

 25.5  Indemnity in respect of Incorrect Information on Computer Diskette

       If the Seller:

       (a)    (Fails to supply information): fails to supply adequate
              information; or

       (b)    (Supplies incorrect information): supplies inaccurate or
              incomplete information,

       on the computer diskettes delivered pursuant to clause 6.1(j) or 25.4
       and as a result the Trustee is unable (when entitled to do so under this
       Deed) to lodge and register Caveats and Mortgage Transfers upon the
       occurrence of a Document Transfer Event or a Perfection of Title Event,
       then the Seller (as custodian) indemnifies the Trustee (whether for its
       own account or for the account of the Securityholders) for all actions,
       loss, damage, costs (including legal costs charged at the usual
       commercial rates of the relevant legal services provider), charges and
       expenses suffered as a result.

 25.6  Document Custody Audit Report

       The Manager or the Trustee (due to default by the Manager) must retain
       the Auditor of the Series Trust to conduct periodic reviews (determined
       in accordance with clause 25.9) in respect of the Seller's role as
       custodian of the Mortgage Documents forming part of the Assets of the
       Series Trust. The Auditor must review:

       (a)    (Custodial procedures): the custodial procedures adopted by the
              Seller; and

       (b)    (Accuracy of information): the accuracy of information in respect
              of the Mortgage Loans contained on:

              (i)  the Security Register; and
             (ii)  the most recent of the computer diskettes provided to the
                   Trustee pursuant to clauses 6.1(j) and 25.4.

 25.7  Details of Document Custody Audit Report

       (a)    (Custody procedures):  In respect of the review referred to in
              clause 25.6(a), the Manager must instruct the Auditor of the
              Series Trust that its review should consist of reporting on
              whether:

              (i)    the Mortgage Documents forming part of the Assets of the
                     Series

                                                                             95.
<PAGE>

                     Trust are capable of identification and are distinguishable
                     from the other assets of the Seller;
             (ii)    controls exist such that the Mortgage Documents may not be
                     removed or tampered with except with appropriate
                     authorisation; and

             (iii)   an appropriate tracking system is in place such that the
                     location of the security packages containing the Mortgage
                     Documents in respect of the Mortgage Loans comprising
                     Assets of the Series Trust can be detected at any time and
                     the location of the Mortgage Documents (other than the
                     Mortgage Documents in relation to the First Layer of
                     Collateral Securities but including any Insurance Policy or
                     certificate of currency for an Insurance Policy in relation
                     to a Mortgage Loan) can be detected at any time.

       (b)    (Accuracy of information): In respect of the review referred to in
              clause 25.6(b)(i), the Manager must instruct the Auditor of the
              Series Trust to review a sample of security packets in respect of
              the Mortgage Loans then forming part of the Assets of the Series
              Trust to determine whether they contain the following (which
              accord, where applicable, with the information contained in the
              computer diskette referred to in clause 25.6(b)(ii)):

              (i)   an original counterpart of the corresponding Mortgage;
              (ii)  the Certificate of Title (if any) in respect of the Land the
                    subject of the Mortgage; and
              (iii) (where applicable) any Mortgage Insurance Policy in respect
                     of the corresponding Mortgage other than the GEMICO
                     Mortgage Insurance Policy.

              If such Security packets do not contain any of the foregoing, the
              Auditor must determine if there is an adequate explanation
              regarding the documents not in the Security packets or whether the
              Security packets or the Seller's records indicate the location of
              the missing documents.

              The Manager must instruct the Auditor to confirm (after having
              conducted the above reviews) the accuracy of the information in
              respect of the above contained in both the Security Register and
              the computer diskette referred to in clause 25.6(b)(ii).

 25.8  Document Custody Audit Report

       The Manager must instruct the Auditor of the Series Trust to provide a
       Document Custody Audit Report in which the Auditor, based on its reviews
       referred to in clause 25.7, specifies a grade of the overall custodial
       performance by the Seller, based on the following grading system:

       "A"  Good -          All control procedures and accuracy of information
                            in respect of Mortgage Loans testing completed
                            without exception.

       "B"  Satisfactory -  Minor exceptions noted.

       "C"  Improvement
            required -      Base internal controls are in place but a number of
                            issues were identified that need to be resolved for
                            controls to be considered adequate; and/or Testing
                            of the information in respect of Mortgage Loans
                            identified a number of minor exceptions which are
                            the result of non-compliance with the control
                            system.

       "D"  Adverse -       Major deficiencies in internal controls were
                            identified. Cannot rely on the integrity of the
                            information in respect of Mortgage Loans on the
                            Security Register and the diskettes delivered
                            pursuant to clauses 6.1(j) and 25.4.

                                                                             96.
<PAGE>

 25.9  Timing of Document Custody Audit Reports

       The Manager (or the Trustee if the Manager fails to do so) must instruct
       the Auditor of the Series Trust to prepare a Document Custody Audit
       Report immediately after delivery of the computer diskette referred to in
       clause 6.1(j) and annually on 31 March of each year thereafter (not
       including the year in which the first Document Custody Audit Report is
       prepared) (or such other period as may be agreed by the Manager, the
       Trustee and the Ratings Agencies). The Manager (or the Trustee if the
       Manager fails to do so) must require the Auditor to deliver a copy of
       each Document Custody Audit Report to the Trustee, with a copy to the
       Manager and the Seller.

 25.10 Adverse Document Custody Audit Report

       If the Auditor issues an Adverse Document Custody Audit Report to the
       Trustee, the Trustee must instruct the Auditor to conduct a further
       Document Custody Audit Report no sooner than 1 month but no later than 2
       months after the date of receipt by the Trustee of the Adverse Document
       Custody Audit Report. The Manager must instruct the Auditor to deliver
       the further Document Custody Audit Report to the Trustee, with a copy to
       the Manager and the Seller.

 25.11 Document Transfer Event

       Upon the occurrence of any of the following:

       (a)    (Further Adverse Document Custody Audit Report): a further
              Document Custody Audit Report pursuant to clause 25.10 is an
              Adverse Document Custody Audit Report;

       (b)    (Trustee as Servicer): the Trustee replaces the Commonwealth Bank
              of Australia as the Servicer; or

       (c)    (Downgrade of Seller Rating): a downgrading in the long term debt
              rating of the Seller to below the Specified Rating (or such other
              rating as is agreed between the Manager, the Servicer and the
              relevant Rating Agencies),

       a Document Transfer Event occurs. The Trustee must immediately upon
       becoming actually aware of a Document Transfer Event deliver a notice to
       the Seller notifying it of the occurrence of a Document Transfer Event.
       Upon receipt of such notice the Seller must transfer custody of the
       Mortgage Documents then forming part of the Assets of the Series Trust
       held by it to the Trustee. Subject to clause 25.14, this requirement
       will be treated as being satisfied if:

       (d)    (Delivery of 90% of Mortgage Documents): within 5 Business Days of
              the above notice being received, all Mortgage Documents in
              relation to at least 90% (by number) of the Mortgage Loans then
              part of the Assets of the Series Trust are delivered to the
              Trustee; and

       (e)    (Remaining Mortgage Documents): any remaining Mortgage Documents
              in relation to Mortgage Loans then part of the Assets of the
              Series Trust are delivered to the Trustee within 10 Business Days
              of the above notice being received.

 25.12  Failure to comply with clause 25.11

       If the Seller does not comply with the requirements of clause 25.11
       (subject to clause 25.14) within either of the specified time limits
       specified in clause 25.11(d) & (e), the Trustee must (unless the Trustee
       is satisfied, in its absolute discretion, that the Seller has used its
       best endeavours to deliver the Mortgage Documents and has made
       appropriate arrangements for the remaining Mortgage Documents to be
       delivered in accordance with clause 25.11 (subject to clause 25.14)
       within a reasonable period as determined by the Trustee (but in any event
       no longer than 10 Business Days from the date that they were due to be
       delivered in accordance with clause 25.11 (subject to clause 25.14)
       except where

                                                                             97.
<PAGE>

      the Trustee is satisfied, in its absolute discretion, that the failure to
      deliver the remaining Mortgage Documents arises from circumstances beyond
      the control of the Seller)) to the extent to which it has information
      available to it at the time:

      (a) (Lodge Caveats): execute and lodge Caveats in respect of all Land or
          Mortgages (as the case may be) for which all Mortgage Documents in
          respect of the Series Trust have not been delivered; and

      (b) (Bring Proceeds for Possession): initiate legal proceedings to take
          possession of the Mortgage Documents in respect of the Series Trust
          that have not been delivered,

      and to the extent that the Trustee cannot do so, as a result of not having
      information available to it to do so, the indemnity in clause 25.5
      applies.

      The Trustee must discontinue any legal proceedings initiated in accordance
      with this clause 25.12 if the Mortgage Documents in question are
      delivered to the Trustee.

25.13 Emergency Document transfer

      If:

      (a) (A Perfection of Title Event occurs): a Perfection of Title Event
          (other than a Servicer Default referred to in clause 18.1(g)) is
          declared by the Trustee in accordance with clause 24.2 and the
          Trustee notifies the Seller of that fact (which the Trustee must do
          immediately upon declaring any such Perfection of Title Event); or

      (b) (Nominated Servicer Default): for the purposes of this clause only and
          not for any other purpose under this Deed:

          (i)  the Trustee considers in good faith that the conditions of clause
               18.1(g) have been satisfied; and
          (ii) the Trustee serves a notice on the Seller identifying the reasons
               why the Trustee considers that those conditions have been
               satisfied and why, in the Trustee's opinion, an Adverse Effect
               has or may occur as a result,

      then, subject to clause 25.14, the Seller must immediately upon receipt
      of a notice under paragraph (a) or (b) transfer custody of the Mortgage
      Documents to the Trustee. The Trustee may, in such circumstances, commence
      legal proceedings to obtain possession of the Mortgage Documents and may
      enter into the premises of the Seller at which the Mortgage Documents are
      stored and take away from such premises the Mortgage Documents then
      forming part of the Assets of the Series Trust.

25.14 Exceptions to Transfer

      The obligations of the Seller to transfer custody of the Mortgage
      Documents to the Trustee pursuant to clause 25.11 or 25.13 do not extend
      to such documents which the Seller can prove, to the reasonable
      satisfaction of the Trustee, are deposited with a solicitor (acting on
      behalf of the Servicer), a land titles office, a stamp duties office or
      any other Governmental Agency. The Seller must provide a list of such
      documents to the Trustee together with any which have been lost (and a
      statutory declaration duly completed that the contents of the list are, to
      the best of the knowledge and belief of the maker, true and correct)
      within 14 days of the above notice having been received by it. In respect
      of Mortgage Documents that are so deposited, the Seller must deliver these
      to the Trustee immediately upon receipt from the solicitor or relevant
      office and, in respect of Mortgage Documents that are lost, the Seller
      must take all reasonable steps satisfactory to the Trustee to promptly
      replace such Mortgage Documents.

                                                                             98.
<PAGE>

25.15 Indemnity by Seller

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

      (a) (Seller breach): as a result of a breach by the Seller of clause
          25.11; or

      (b) (Legal proceedings): in connection with the Trustee taking the action
          referred to in clause 25.12 or the legal proceedings referred to in
          clause 25.13,

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

25.16 Trustee to co-operate with Servicer

      If the Trustee holds any Mortgage Loan Document and if the Trustee
      receives from the Servicer a satisfactory undertaking, the Trustee must
      release to the Servicer from time to time such Mortgage Documents as are
      reasonably required by the Servicer to perform its obligations as Servicer
      under this Deed.

25.17 Specific performance

      If the Seller breaches it obligations under clauses 25.11 to 25.14, it is
      agreed that damages alone will not be an adequate remedy for such a breach
      and that the Trustee is entitled to sue the Seller for specific
      performance of its obligations under clauses 25.11 to 25.14.

25.18 Trustee's Duty While Holding Mortgage Documents

      While the Trustee holds any Mortgage Documents, it must hold them in
      accordance with its standard safekeeping practices and in the same manner
      and to the same extent as it holds equivalent mortgage documents as
      trustee.

25.19 Reappointment of Seller as Custodian

      If following a Document Transfer Event:

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

      (b) the Rating Agencies confirm that the appointment of the Seller to act
          as custodian of the Mortgage Documents will not result in a reduction,
          qualification or withdrawal of the credit ratings then assigned by
          them to the Securities,

      then the Trustee may by agreement with the Seller appoint the Seller to
      act as custodian of the Mortgage Documents upon such terms as are agreed
      between the Trustee and the Seller and approved by the Manager. This
      clause 25 will apply following the appointment of the Seller as custodian
      of the Mortgage Documents under this clause 25.19.

26.   TERMINATION OF THE SERIES TRUST

26.1  Potential Termination Events

      (a) (Notify Potential Termination Event): If the Trustee, the Manager or
          the Servicer becomes aware of the occurrence of a Potential
          Termination Event it must promptly notify in writing the others and
          the Security Trustee and the Class A-1 Note Trustee.

      (b) (Trustee must determine whether Potential Termination Event has
          Adverse Effect): Upon becoming aware of a Potential Termination Event,
          the Trustee

                                                                             99.
<PAGE>

          must promptly determine whether in its reasonable opinion the
          Potential Termination Event has or will have an Adverse Effect and
          must promptly thereafter notify in writing the Manager, the Servicer,
          the Security Trustee and the Class A-1 Note Trustee of its
          determination.

      (c) (Restructuring): If the Trustee determines pursuant to clause 26.1(b)
          that a Potential Termination Event has or will have an Adverse Effect
          , the Servicer, the Trustee and the Manager must consult and use their
          reasonable endeavours (in consultation with the Security Trustee, the
          Class A-1 Note Trustee and, if necessary the Residual Unitholder) to
          amend or vary the terms of this Deed, any other relevant Transaction
          Document and the Securities in respect of the Series Trust, in such a
          way so as to cure the Potential Termination Event or its Adverse
          Effect.

      (d) (Wind up the Security Trust): If such consultations do not result in
          the cure of the Potential Termination Event or its Adverse Effect
          (with the consent of the Servicer, the Trustee, the Manager, the
          Security Trustee and the Class A-1 Note Trustee) within 90 days of
          notice being given by the Trustee pursuant to clause 26.1(b), then
          the Trustee must proceed to liquidate the Assets of the Series Trust
          in accordance with the remainder of this clause 26.

26.2  Determination of Termination Payment Date

      The Trustee must as soon as practicable following the Termination Date of
      the Series Trust, declare on the direction of the Servicer and the
      Manager, a date as the Termination Payment Date (which, if Securities have
      been issued and have not then been redeemed (or deemed to be redeemed) in
      full, must be a Distribution Date and must not be the next Distribution
      Date immediately after the declaration if the Determination Date in
      relation to that Distribution Date has then passed), being a date by which
      the Trustee reasonably believes that the sale and distribution of the
      Assets of the Series Trust will be completed in accordance with this
      clause 26. Based on the direction of the Servicer and the Manager, the
      Trustee may substitute another date as the Termination Payment Date
      (which, if the Securities have not then been redeemed in full, must be a
      Distribution Date) if it reasonably believes that the Assets will not in
      fact be sold and distributed by the then declared Termination Payment
      Date.

26.3  Realisation of Assets

      Upon the occurrence of the Termination Date of the Series Trust, the
      Trustee, in consultation with the Manager, must sell and realise the
      Assets of the Series Trust (and, in relation to the sale (other than
      pursuant to clause 26.5) of any Mortgage Loan Rights forming part of the
      Assets of the Series Trust, the Trustee must obtain appropriate expert
      advice prior to the sale) and such sale (so far as reasonably practicable
      and reasonably commercially viable) must be completed within 180 days of
      the Termination Date provided that during the period of 180 days from the
      Termination Date:

      (a) (Fair Market Value): the Trustee must not offer to sell the Mortgage
          Loan Rights for less than their Fair Market Value;

      (b) (Sale in accordance with clause 26.4): the Trustee must not sell any
          Mortgage Loan Rights unless the sale is on terms in accordance with
          clause 26.4; and

      (c) (Right of first refusal): the Trustee must not sell any Mortgage Loan
          Rights unless it has offered the Mortgage Loan Rights for sale to the
          Seller in accordance with clause 26.5 and the Seller has either not
          accepted that offer or has accepted that offer within 90 days of that
          Termination Date but not paid the consideration due by the time
          required pursuant to clause 26.5.

26.4  Conditions of Sale During 180 days

      The Trustee must not conclude a sale pursuant to clause 26.3 (other than
      pursuant to clause 26.5) unless:

                                                                            100.
<PAGE>

      (a) (Equitable assignment only): all Mortgage Loan Rights sold pursuant to
          that sale are assigned in equity only (unless the Trustee already
          holds legal title to such Mortgage Loan Rights);

      (b) (Servicer's rights retained): the sale is expressly subject to the
          Servicer's right to be retained as Servicer of the Mortgage Loan
          Rights in accordance with the terms of this Deed; and

      (c) (Sale subject to CBA Trust): the sale is expressly subject to the
          rights of the CBA Trust in respect of those Mortgage Loan Rights
          pursuant to this Deed and to the Seller's rights (as beneficiary of
          the CBA Trust) in respect of those Mortgage Loan Rights pursuant to
          this Deed.

26.5  Right of Refusal to Seller

      (a) (Deemed offer to Seller): On the Termination Date of the Series Trust
          the Trustee is deemed to irrevocably offer to extinguish in favour of
          the Seller, its entire right, title and interest in the Mortgage Loan
          Rights forming part of the Assets of the Series Trust in return for
          the payment to the Trustee of an amount determined in accordance with
          clause 26.3(a) as at the Termination Date.

      (b) (Acceptance by Seller of Offer): The Seller may verbally accept the
          offer referred to in clause 26.5(a) within 90 days after the
          Termination Date of the Series Trust and, having accepted the offer,
          must pay to the Trustee, in immediately available funds, the amount
          referred to in clause 26.5(a) by the expiration of 180 days after the
          Termination Date of the Series Trust. If the Seller makes such
          payment, the Trustee must execute whatever documents the Seller
          reasonably requires to complete the extinguishment of the Trustee's
          right, title and interest in the Mortgage Loan Rights then forming
          part of the Assets of the Series Trust.

      (c) (Trustee must not sell): The Trustee must not sell any Mortgage Loan
          Rights referred to in clause 26.5(a) unless the Seller has failed to
          accept the offer referred to in clause 26.5(a) within 90 days after
          the Termination Date or, having accepted the offer, has failed to pay
          the amount referred to in clause 26.3(a) by the expiration of 180
          days after the Termination Date.

26.6  Sale at Lower Price

      If after the expiration of the period of 180 days from the Termination
      Date of the Series Trust the Trustee has not sold any Mortgage Loan Rights
      which form part of the Assets of the Series Trust for the amount
      determined in accordance with clause 26.3(a), the Trustee may proceed to
      sell such Mortgage Loan Rights free from the prohibitions contained in
      clause 26.3 and may, if necessary, sell such Mortgage Loan Rights on the
      terms set out in clause 26.7 if the terms of that clause are satisfied.
      If any Mortgage Loan Rights are sold for less than the price for those
      Mortgage Loan Rights determined in accordance with clause 26.3(a), then
      any such shortfall must be allocated as provided for clause 26.11.

26.7  Conditions of Sale After 180 days

      Upon the expiration of the period of 180 days from the Termination Date in
      respect of the Series Trust, the Trustee may, if necessary (in its
      reasonable opinion) to sell the Mortgage Loan Rights forming part of the
      Assets of the Series Trust for at least the amount determined in
      accordance with clause 26.3(a) in respect of those Mortgage Loan Rights:

      (a) (Perfect title): take all necessary steps to perfect the Trustee's
          legal title to the Mortgage Loan Rights as if a Perfection of Title
          Event had occurred;

      (b) (Terminate Servicer): terminate the rights and obligations of the
          Servicer in respect of those Mortgage Loan Rights; and

      (c) (Sell Mortgage Loan Rights): sell the legal and beneficial ownership
          in such

                                                                            101.
<PAGE>

          Mortgage Loan Rights to the prospective purchaser free of all rights
          of the Seller to repurchase such Mortgage Loan Rights in accordance
          with this Deed which rights the Seller is deemed to have waived by its
          not accepting the offer made to it in accordance with clause 26.3(a).

26.8  Further Conditions of Sale After 180 days

      If the Trustee sells the Mortgage Loan Rights pursuant to clause 26.7,
      the Trustee must use reasonable endeavours to include as a condition of
      the sale that the purchaser will:

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

      (b) (Enter Priority Agreements): enter into priority agreements with the
          Seller, in the form then specified in the Servicing Standards,
          limiting the priority of the Mortgages and Collateral Security
          assigned to the purchaser over any subsequent mortgages and other
          Security Interests held by the Seller to the then principal
          outstanding of the relevant Mortgage Loan and any interest, fees and
          expenses on this amount; and

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

26.9  Procedures Pending Winding-Up

      During the period commencing on the Termination Date and ending on the
      Termination Payment Date:

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

      (b) (Collections to continue to be paid into Collections Account): all
          Collections must continue to be deposited into the Collections Account
          in accordance with this Deed;

      (c) (Proceeds of sale): all proceeds arising from the sale of Assets of
          the Series Trust must be deposited into the Collections Account and
          must be treated for all purposes as if such proceeds were Collections
          and the Manager must determine (and advise the Trustee) which of such
          proceeds are to be treated as received on account of principal amounts
          and which of such proceeds are to be treated as received on account of
          Available Funds; and

      (d) (Trustee must make payments): the Trustee must continue to make all
          distributions, transfers and payments determined by the Manager as
          required to be made in accordance with this Deed.

26.10 Costs on Winding-up of the Series Trust

      On the Determination Date prior to the Termination Payment Date, the
      Manager (in consultation with the Trustee) must in respect of the Series
      Trust make provision for all Taxes, costs, charges, expenses, claims and
      demands anticipated to become payable after the Termination Payment Date
      in connection with or arising out of the administration or winding up of
      the Series Trust, including the fees of any consultants whom the Trustee,
      the Seller, the Servicer, the Security Trustee or the Manager have
      employed in connection with the administration or winding up of the Series
      Trust. Such costs (if any) will be treated as Expenses by the Manager in
      making its determinations as to payments to be made on the Termination
      Payment Date in accordance with clause 26.11.

                                                                            102.
<PAGE>

26.11 Calculation of Final Distributions

      On the Determination Date prior to the Termination Payment Date, the
      Manager must determine how the amounts standing to the credit of the
      Collections Account (other than amounts, if any, in respect of Cash
      Advance Deposit or Seller Deposit) are to be distributed and must make
      such determination in accordance with the provisions of this Deed for
      payments and allocations of principal amounts and Available Income
      Amounts. As soon as practicable after making such determinations, the
      Manager must notify the Trustee of the allocations and payments to be made
      on the Termination Payment Date in accordance with this Deed.

26.12 Final Distributions

      On the Termination Payment Date, the Trustee must make the payments that
      the Manager directs it to make pursuant to clause 26.11.

26.13 Insufficient Funds

      If the Trustee has insufficient funds to make the payments required to be
      made under clause 26.12 to the Securityholders in full, the Trustee will
      distribute the amount available to the Trustee in accordance with
      (including the order of priority specified in) clause 10.3 in the case of
      the capital of the Series Trust and clause 10.2 in the case of the income
      of the Series Trust.

26.14 Excess Funds

      If following the distribution of the amounts required to be distributed by
      the Trustee to Securityholders pursuant to clause 26.12 the Trustee holds
      any excess funds or other Assets of the Series Trust, the Trustee must
      immediately distribute such funds or Assets to the Residual Unitholder.

26.15 Distribution to Residual Unitholder in Specie

      On the occurrence of an event referred to in paragraph (c)(i) of the
      definition of Termination Date, the Trustee must immediately after
      deducting any amount paid or provided for pursuant to clause 26.12,
      distribute the Assets of the Series Trust in full in specie to the
      Residual Unitholder. The Residual Unitholder must take all steps necessary
      on its part in order to enable the Trustee to comply with this clause
      26.15 and will reimburse the Trustee on demand for all expenses payable
      in connection with such transfer.

26.16 Terms of In Specie Distributions

      Any in specie distribution pursuant to clause 26.15 will be without
      recourse to the Trustee and without representation or warranty by the
      Trustee.

27.   GENERAL

27.1  Required Credit Rating

      For the purposes of the Master Trust Deed in so far as it relates to the
      Series Trust:

      (a) (Moody's): the Required Credit Rating required by Moody's in respect
          of Authorised Short-Term Investments of the Series Trust is a short-
          term rating of P1 or such other rating as is agreed between the
          Manager, the Trustee and Moody's;

      (b) (S&P): the Required Credit Rating required by S&P in respect of
          Authorised Short-Term Investments of the Series Trust is a short-term
          rating of A-1+ or such other rating as is agreed between the Manager,
          the Trustee and S&P; and

      (c) (Fitch IBCA): the Required Credit Rating required by Fitch IBCA in
          respect of Authorised Short-Term Investments of the Series Trust is a
          short-term rating of

                                                                            103.
<PAGE>

          F1+ (or, where the Authorised Short-Term Investment is at call, F1) or
          such other rating as is agreed between the Manager, the Trustee and
          Fitch IBCA.

27.2  Distribution of information

      The Manager will on or before the date which is 1 Business Days before
      each Distribution Date send:

      (a) (To the Trustee): to the Trustee, the Principal Paying Agent and the
          Class A-1 Note Trustee, the Quarterly Certificate; and

      (b) (To the Rating Agencies): to the Rating Agencies, such information as
          they require:

          (i)  from the Quarterly Certificate; and
          (ii) the Pool Performance Data (if available) (and the Manager will
               send the same information to the Trustee).

27.3  Electronic Reporting of Pool Performance Data

      Prior to each Distribution Date, the Manager (or a person nominated by the
      Manager) must prepare and arrange for the publication by Reuters and/or
      Bloomberg, L.P. (or another similar electronic medium) of the Pool
      Performance Data (if available) in respect of the Collection Period just
      ended in a format similar to that used by other mortgage-backed securities
      issuers in the Australian market. The Manager is not liable to any person
      in any manner for the acts or omissions of the person nominated by the
      Manager for the purposes set out in this clause 27.3.

27.4  Claim for Damages

      Where this Deed provides for damages to be payable by the Seller, the
      Servicer or the Manager:

      (a) (Claim must be in writing): a written notice of a claim for damages
          must be provided to the relevant party by the Trustee;

      (b) (Claim must specify the amount of damages): such notice must specify
          the amount of damages claimed and how such amount has been determined
          by reference to the loss incurred as a result of the breach leading to
          the claim for damages; and

      (c) (Trustee must act on instructions): the Trustee in preparing a notice
          in accordance with clauses 27.4(a) and (b) will act on the
          instructions of the Manager (in the case of a claim against the Seller
          or the Servicer) or take expert advice, if necessary (in the case of a
          claim against the Manager).

27.5  Allocation of Damages

      If an amount is payable to the Trustee by the Servicer, the Seller or the
      Manager for a breach of a representation, warranty or obligation under the
      Master Trust Deed or this Deed or for other damages, the Manager will
      determine what portion of such amount is to be treated as Other Principal
      Amounts and what portion of such amount is to be treated as Other Income
      Amounts. On each Determination Date the Manager must notify the Trustee of
      its allocation, in accordance with the foregoing, of such payment received
      (if any) in the Collection Period just ended.

27.6  Additional Expenses

      Pursuant to clause 16.11 of the Master Trust Deed, the Expenses are
      incorporated into and form part of the expenses of the Series Trust for
      which the Trustee is entitled to be indemnified out of the Assets of the
      Series Trust.

                                                                            104.
<PAGE>

27.7  Form of Transfers and Certificates

      For the purposes of the Master Trust Deed insofar as it relates to the
      Series Trust:

      (a) (Security Certificate): the form of the Security Certificate for A$
          Securities is as specified in Schedule 6; and

      (b) (Security Transfer): the form of the Security Transfer for A$
          Securities is as specified in Schedule 7.

27.8  Incur Costs Without Approval

      Pursuant to clause 16.26 of the Master Trust Deed, the Trustee may do
      such things, take such actions and incur such expenses without the consent
      of the Manager (including the appointment of advisers) as it believes
      necessary (acting reasonably) in determining whether a particular event
      under the Transaction Documents in relation to the Series Trust is having,
      or will have, an Adverse Effect where such determination is a necessary
      pre-condition for the Trustee to exercise its rights under any Transaction
      Documents.

27.9  Adverse Effect

      The Manager and the Servicer acknowledge that:

      (a) (Determination without consent): an Adverse Effect may be determined
          by the Trustee without the consent of the Manager provided such
          determination is a necessary pre-condition of the Trustee exercising
          its rights under a Transaction Document;

      (b) (Notice): the Trustee is required to determine an Adverse Effect or to
          provide the notices referred to in this Deed in respect of a
          determination of Adverse Effect only if it is actually aware of the
          facts giving rise to the Adverse Effect; and

      (c) (Trustee may rely): in making those determinations, the Trustee will
          seek and rely conclusively on advice given to it by its advisers in
          the manner contemplated in clause 16.6 of the Master Trust Deed.

27.10 Notification to Rating Agencies of Redemption of Securities

      The Manager will promptly notify each of the Rating Agencies of the
      redemption (or deemed redemption) or discharge in full of a Class of
      Securities.

27.11 Further Support Facilities

      Upon the termination of a Liquidity Facility Agreement, a Standby Redraw
      Facility Agreement or a Hedge Agreement, and subject to clause 29.5 of
      this Deed and clause 16.5 of the Master Trust Deed, and without limiting
      the Trustee's powers under clause 16 of the Master Trust Deed, the
      Trustee as trustee of the Series Trust must if requested by the Manager,
      with prior written confirmation from the Rating Agencies that the
      following will not result in a reduction, qualification or withdrawal of
      the credit ratings then assigned by them to the Securities, enter into a
      substitute Liquidity Facility Agreement, Redraw Facility Agreement or
      Hedge Agreement (as the case may be) with such parties and upon such terms
      as are specified by the Manager.

27.12 Supplementary Trustee Powers

      Without limiting the generality of clause 16.1 of the Master Trust Deed
      or any other provision of the Master Trust Deed, but subject to the
      limitations imposed on the Trustee pursuant to the Master Trust Deed, the
      Trustee has full power to do the following (which powers are to be
      construed as separate and independent powers):

      (a) (Depository): to deliver or lodge the Class A-1 Notes, or arrange for
          the Class

                                                                            105.
<PAGE>

          A-1 Notes to be delivered or lodged, with the Depository or its
          nominee;

      (b) (Payment direction): where a person owes an amount to the Trustee, to
          direct that debtor to make that payment to another person on behalf of
          the Trustee, including directing payments due in respect of the
          Securities to be made to the Securityholders;

      (c) (Currency conversion): to convert currencies on such terms and
          conditions as the Manager thinks fit and that are acceptable to the
          Trustee acting reasonably;

      (d) (Stock exchange): to list and maintain the listing of the Class A-1
          Notes on any stock exchange;

      (e) (Class A-1 Note Trustee): to appoint the Class A-1 Note Trustee;

      (f) (Agent Bank): to appoint the Agent Bank;

      (g) (Paying Agent): to appoint the Principal Paying Agent and each other
          Paying Agent;

      (h) (Class A-1 Note Registrar): to appoint the Class A-1 Note Registrar;
          and

      (i) (Incidental Powers): with the written agreement of the Manager (which
          agreement is not to be unreasonably withheld), to do all such things
          incidental to or necessary or convenient to be done for, or in
          connection with, any of the above powers.

27.13 Trustee's power to delegate

      For the purposes of clause 16.4(p) of the Master Trust Deed, and
      notwithstanding any limitation contained in the Master Trust Deed the
      Trustee may delegate any obligation it has to receive or make payments
      denominated in US$ to a Paying Agent notwithstanding that such obligation
      may be a material obligation and, in respect of such delegation, but
      subject to clause 28.3, the Trustee is not liable for the acts or
      omissions of that Paying Agent.

28.   LIMITATION OF TRUSTEE'S DUTIES

28.1  Trustee May Rely

      (a) (Entitled to rely): The Trustee is entitled to conclusively rely on
          (unless actually aware to the contrary) and is not required to
          investigate the accuracy of:

          (i)   (Contents of Sale Notice): the contents of a Sale Notice given
                to it by the Seller and any representation as to whether a
                Mortgage Loan meets the Eligibility Criteria;
          (ii)  (Quarterly Certificate): the contents of a Quarterly
                Certificate;
          (iii) (Calculations): any calculations made by the Seller, the
                Servicer or the Manager under this Deed including without
                limitation, the calculation of amounts to be paid to, or charged
                against, any Securityholder or the Seller on specified dates;
          (iv   (Collections):  the amount of, or allocation of, Collections;
          (v)   (Certificates): the contents of certificates provided to the
                Trustee under this Deed and any certificates given by the
                Manager or the Servicer pursuant to the Quarterly Certificate or
                otherwise pursuant to subsequent amendments to this Deed or the
                Master Trust Deed; and
          (vi)  (Class A-1 Note Trustee Directions): all directions or
                instructions given to it by the Class A-1 Note Trustee in
                accordance with the Class A-1 Note Trust Deed.

      (b) (Manager Default): The Trustee is not liable for any Manager Default
          or Servicer Default or Perfection of Title Event.

                                                                            106.
<PAGE>

28.2  No Duty to Investigate

      The Trustee has no duty, and is under no obligation, to investigate
      whether a Servicer Default or a Perfection of Title Event has occurred
      other than where it has actual notice that such event has occurred.

28.3  Trustee not Liable

      Subject to clause 16.9 of the Master Trust Deed, but notwithstanding any
      other provision of the Master Trust Deed or any other Transaction
      Document, the Trustee has no liability (other than in its capacity as
      trustee of the Series Trust) for any act or omission by a Depository (or
      any nominee of a Depository), the Class A-1 Note Trustee, the London Stock
      Exchange Limited, the Class A-1 Note Registrar, the Agent Bank or any
      Paying Agent except to the extent that act or omission was caused or
      contributed to by the Trustee's fraud, negligence or wilful default.

29.   TRUSTEE'S LIMITATION OF LIABILITY

29.1  Limitation on Trustee's liability

      The Trustee enters into this Deed only in its capacity as trustee of the
      Series Trust and in no other capacity. A liability incurred by the Trustee
      acting in its capacity as trustee of the Series Trust arising under or in
      connection with this Deed is limited to and can be enforced against the
      Trustee only to the extent to which it can be satisfied out of Assets of
      the Series Trust out of which the Trustee is actually indemnified for the
      liability. This limitation of the Trustee's liability applies despite any
      other provision of this Deed (other than clause 29.3) and extends to all
      liabilities and obligations of the Trustee in any way connected with any
      representation, warranty, conduct, omission, agreement or transaction
      related to this Deed.

29.2  Claims against Trustee

      The parties other than the Trustee may not sue the Trustee in respect of
      liabilities incurred by the Trustee, acting in its capacity as trustee of
      the Series Trust, in any capacity other than as trustee of the Series
      Trust including seeking the appointment of a receiver (except in relation
      to the Assets of the Series Trust), or a liquidator, an administrator or
      any similar person to the Trustee or prove in any liquidation,
      administration or similar arrangements of or affecting the Trustee (except
      in relation to the Assets of the Series Trust).

29.3  Breach of trust

      The provisions of this clause 29 will not apply to any obligation or
      liability of the Trustee to the extent that it is not satisfied because
      under the Master Trust Deed, this Deed or any other Transaction Document
      in relation to the Series Trust or by operation of law there is a
      reduction in the extent of the Trustee's indemnification out of the Assets
      of the Series Trust, as a result of the Trustee's fraud, negligence or
      wilful default.

29.4  Acts or Omissions

      It is acknowledged that the Relevant Parties are responsible under the
      Transaction Documents for performing a variety of obligations relating to
      the Series Trust. No act or omission of the Trustee (including any related
      failure to satisfy its obligations and any breach of representations and
      warranties under this Deed) will be considered fraudulent, negligent or a
      wilful default for the purpose of clause 29.3 to the extent to which the
      act or omission was caused or contributed to by any failure by any
      Relevant Party or any other person appointed by the Trustee under a
      Transaction Document (other than a person whose acts or omissions the
      Trustee is liable for in accordance with any Transaction Document) to
      fulfil its obligations relating to the Series Trust or by any other act or
      omission of a Relevant Party or any other such person.

                                                                            107.
<PAGE>

29.5  No obligation

      (a) (Obligations under this Deed or any Transaction Document): The Trustee
          (both in its capacity as trustee of the Series Trust and trustee of
          the CBA Trust) is not obliged to enter into any commitment or
          obligation under this Deed or any Transaction Document unless the
          Trustee's liability is limited in a manner which is consistent with
          this clause 29. The Trustee (both in its capacity as trustee of the
          Series Trust and trustee of the CBA Trust) agrees and acknowledges
          that its liability for any commitment or obligation it has entered
          into under this Deed is limited in a manner which is consistent with
          this clause 29.

      (b) (Obligations not contained in this Deed or any Transaction Document):
          The Trustee (both in its capacity as trustee of the Series Trust and
          trustee of the CBA Trust) is not obliged to enter into any commitment
          or obligation contemplated by but not contained in this Deed or any
          Transaction Document unless the Trustee's liability in relation to
          that commitment or obligation is limited in a manner satisfactory to
          the Trustee (both in its capacity as trustee of the Series Trust and
          trustee of the CBA Trust) in its absolute discretion.

29.6  CBA Trust

      Notwithstanding clause 29.1, the Trustee also enters into this Deed in
      its capacity as trustee of the CBA Trust. Clauses 29.1 to 29.5
      (inclusive) do not apply to the extent, and only to the extent, that the
      Trustee enters into this Deed in its capacity as Trustee of the CBA Trust
      and has liabilities in relation to the CBA Trust. The Trustee's liability
      in relation to the CBA Trust is limited as set out in clause 2.16.
      Nothing in this clause 29(f) shall be construed as imposing on the
      Trustee any greater liability under this Deed than as is set out in
      clauses 29.1 to 29.5 (inclusive) and clause 2.16.

30.   CONSUMER CREDIT CODE

30.1  Breach of Consumer Credit Code

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

30.2  Right of Indemnity - Consumer Credit Code

      (a) (Trustee to be indemnified against Penalty Payments): Without
          prejudice to the right of indemnity given by law to trustees, and
          without limiting any other provision of this Deed, the Trustee will be
          indemnified out of the Series Trust, free of any set-off or
          counterclaim, against all Penalty Payments which the Trustee is
          required to pay personally or in its capacity as trustee of the Series
          Trust and arising in connection with the performance of its duties or
          exercise of its powers under this Deed in relation to the Series
          Trust.

      (b) (Indemnity not affected): The Trustee's right to be indemnified in
          accordance with clause 30.2(a) applies notwithstanding any allegation
          that the Trustee incurred such Penalty Payment as a result of its
          negligence, fraud or wilful default or any other act or omission which
          may otherwise disentitle the Trustee to be so indemnified. However,
          the Trustee is not entitled to that right of indemnity to the extent
          that there is a determination by a relevant court of negligence, fraud
          or wilful default by the Trustee (provided that, until such
          determination, the Trustee is entitled to that right of indemnity but
          must, upon such determination, repay to the Series Trust any amount
          paid to it under this clause 30.2). The Trustee may rely on others in
          relation to compliance with the Consumer Credit Code.

                                                                            108.
<PAGE>

      (c) (Overrides other provisions): This clause 30.2 overrides any other
          provision of this Deed.

      (d) (Servicer to be credit provider): The Trustee nominates the Servicer
          as the credit provider for the purposes of regulation 75 of the
          Consumer Credit Code (Western Australia) with respect to Approved
          Financial Assets acquired by the Series Trust from the Seller. The
          Servicer agrees to be a credit provider for the purposes of regulation
          75 of the Consumer Credit Code (Western Australia) in relation to
          those Approved Financial Assets.

      (e) (Servicer to indemnify prior to a Perfection of Title Event): The
          Servicer indemnifies the Trustee in relation to the Series Trust, free
          of any set-off or counterclaim, against all Penalty Payments which the
          Trustee is required to pay personally or in its capacity as trustee of
          the Series Trust and arising in connection with the performance of its
          duties or exercise of its powers under this Deed in relation to the
          Series Trust where the events giving rise to the Penalty Payment
          occurs prior to a Perfection of Title Event.

      (f) (Servicer to indemnify after a Perfection of Title Event): The
          Servicer indemnifies the Trustee in relation to the Series Trust, free
          of any set-off or counterclaim, against all Penalty Payments which the
          Trustee is required to pay personally or in its capacity as trustee of
          the Series Trust and arising in connection with the performance of its
          duties or exercise of its powers under this Deed in relation to the
          Series Trust to the extent that they arise as the result of a Servicer
          Default (whether or not waived by the Trustee) or any other failure of
          the Servicer to comply with its obligations under this Deed or a
          Transaction Document where the events giving rise to the Penalty
          Payment occur after a Perfection of Title Event.

      (g) (Servicer indemnifies first): The Trustee will call upon the indemnity
          under paragraph (e) or (f), as the case may be, before it calls upon
          the indemnity in paragraph (a). If any such claim is not satisfied
          within 3 Business Days of the claim being made, the Trustee may
          (without prejudice to its rights under any indemnity under paragraph
          (e) or (f)) exercise its right of indemnity referred to in paragraph
          (a).

31.   NOTICES

31.1  Method of Delivery

      Subject to clause 31.3, any notice, request, certificate, approval,
      demand, consent or other communication to be given under this Deed:

      (a) (Execution): must be signed by an Authorised Officer of the party
          giving the same;

      (b) (In writing): must be in writing; and

      (c) (Delivery): must be:

          (i)   left at the address of the addressee;
          (ii)  sent by prepaid ordinary post to the address of the addressee;
                or
          (iii) sent by facsimile to the facsimile number of the addressee,

          notified by that addressee from time to time to the other parties to
          this Deed as its address for service pursuant to this Deed.

31.2  Deemed Receipt

      A notice, request, certificate, demand, consent or other communication
      under this Deed is deemed to have been received:

                                                                            109.
<PAGE>

      (a) (Delivery): where delivered in person, upon receipt;

      (b) (Post): where sent by post, on the 3rd (7th if outside Australia) day
          after posting; and

      (c) (Fax): where sent by facsimile, on production by the dispatching
          facsimile machine of a transmission report which indicates that the
          facsimile was sent in its entirety to the facsimile number of the
          recipient.

      However, if the time of deemed receipt of any notice is not before 5.30 pm
      local time on a Business Day at the address of the recipient it is deemed
      to have been received at the commencement of business on the next Business
      Day.

31.3  Notice to Investors

      Any notice required or permitted to be given to an Investor pursuant to
      this Deed must be given, and will be deemed to be received:

      (a) (Residual Unitholder and A$ Securityholder): in the case of notices to
          a Residual Unitholder or to a Securityholder in respect of an A$
          Security, in accordance with clause 24.4 of the Master Trust Deed;
          and

      (b) (Class A-1 Noteholder): in the case of notices to a Class A-1
          Noteholder, in accordance with condition 11.1 of the Class A-1 Note
          Conditions.

32.   CONFIDENTIALITY

32.1  General Restriction

      Subject to clause 32.2, the Trustee and the Servicer (if not the Seller)
      and the Manager (if not a Related Body Corporate of the Seller) must at
      all times keep and ensure that its officers, employees, consultants,
      advisers and agents keep confidential and not divulge to any person (other
      than to any of its officers, employees, consultants, advisers and agents
      who require such information to enable them to properly carry out their
      duties) or make or cause any public announcement or other disclosure of or
      in relation to:

      (a) the terms of this Deed or any other Transaction Document (including
          any written or oral agreements, negotiations or information in
          relation to this Deed); and

      (b) any document or information provided to such party under or in
          connection with this Deed which is confidential, including without
          limitation any information in connection with any Mortgage Loan or any
          Borrower,

      without the prior written consent of the other parties, which consent may
      be given or withheld or given with conditions in their discretion.

32.2  Exceptions

      The limitation in clause 32.1 does not apply to the issue by the Manager
      of any information memorandum, prospectus or registration statement in
      respect of any Securities or to any disclosure or announcement of
      information which:

      (a) (Law): is required by law;

      (b) (Stock Exchange): is required by any stock exchange;

      (c) (Legal Proceedings): is in connection with legal proceedings relating
          to this Deed, any Transaction Document or any Mortgage Document;

      (d) (Information Available): is in respect of information generally and
          publicly available (including the electronic reporting of Pool
          Performance Data under clause 27.3);

                                                                            110.
<PAGE>

     (e)  (Obligations): is required in order for the Trustee, the Servicer or
          the Manager, as applicable, to perform its obligations and exercise
          its powers under any Transaction Documents or any transactions entered
          into as contemplated by the Transaction Documents;

     (f)  (APRA): is required by the Australian Prudential Regulation Authority
          or any replacement prudential authority in connection with its
          prudential supervision of banks; or

     (g)  (Rating Agencies): is reasonably required by a Rating Agency in
          connection with its rating of the Securities.

33.  MISCELLANEOUS

33.1 Amendments

     The parties to this Deed may amend, add to or revoke any provision of this
     Deed only in accordance with the provisions of clause 25 of the Master
     Trust Deed provided that any amendment, addition or revocation that effects
     a Payment Modification (as defined in the Class A-1 Note Trust Deed) may
     not be made unless the consent has first been obtained of each Class A-1
     Noteholder to such Payment Modification.

33.2 Governing Law

     This Deed is governed by the laws of the State of New South Wales.

33.3 Jurisdiction

     (a)  (Submission to jurisdiction): Each of the Trustee, the Manager, the
          Servicer, the Seller, the Residual Unitholder and each Securityholder,
          irrevocably submits to and accepts, generally and unconditionally, the
          non-exclusive jurisdiction of the courts and appellate courts of the
          State of New South Wales with respect to any legal action or
          proceedings which may be brought at any time relating in any way to
          this Deed.

     (b)  (Waiver of inconvenient forum): Each of the Trustee, the Manager, the
          Servicer, the Seller, the Residual Unitholder and each Noteholder,
          irrevocably waives any objection it may now or in the future have to
          the venue of any such action or proceedings and any claim it may now
          or in the future have that any such action or proceeding has been
          brought in an inconvenient forum.

33.4 Notify Rating Agencies

     The Trustee and the Manager must promptly notify the Rating Agencies of the
     occurrence of any Trustee Default, Manager Default, Servicer Default,
     Perfection of Title Event or Document Transfer Event of which they are
     aware.

33.5 Severability of Provisions

     In the event that any provision of this Deed is prohibited or unenforceable
     in any jurisdiction such provision will, as to such jurisdiction, be
     ineffective to the extent of such prohibition or unenforceability without
     invalidating the remaining provisions of this Deed or affecting the
     validity or enforceability of such provision in any other jurisdiction.

33.6 Counterparts

     This Deed may be executed in any number of counterparts and all of such
     counterparts taken together will be deemed to constitute one and the same
     instrument.

                                                                            111.
<PAGE>

33.7   No Revocation of Power of Attorney

       Each attorney, by signing this Deed, declares that he or she has not
       received any notice of the revocation of the power of attorney under
       which he or she signs this Deed.

33.8   Certifications

       Any document or thing required to be certified by a party to the Deed
       will be certified by an Authorised Officer of that party.

33.9   Payments

       All payments hereunder to any party to this Deed will be made to such
       account as the party to which such payment is to be made may specify in
       writing to the party making such payment.

33.10  Waiver

       No waiver by any party of any provision of or right of such party under
       this Deed will be effective unless it is in writing signed by an
       Authorised Officer of such party and such waiver will be effective only
       in the specific instance and for the specific purpose for which it was
       given.  No failure or delay by any party to exercise any right under this
       Deed or to insist on strict compliance by any other party to this Deed
       with any obligation under this Deed, and no custom or practice of the
       parties at variance with the terms of this Deed, will constitute a waiver
       of such party's right to demand exact compliance with this Deed.

33.11  Entire Understanding

       Except as specifically stated otherwise in this Deed, this Deed sets
       forth the entire understanding of the parties relating to the subject
       matter hereof, and all prior understandings, written or oral, are
       superseded by this Deed.  This Deed may not be modified, amended, waived
       or supplemented or assigned except as expressly provided in this Deed.

33.12  Survival of Indemnities

       The indemnities contained in this Deed are continuing obligations of the
       party giving such indemnity, separate and independent from the other
       obligations of such party and will survive the termination of this Deed.

33.13  Successors and Assigns

       This Deed will be binding upon and inure to the benefit of the parties to
       this Deed and their respective successors and assigns.

33.14  Moratorium Legislation

       To the fullest extent permitted by law, the provisions of all existing or
       future laws which operate or may operate directly or indirectly to lessen
       or otherwise vary the obligations of any party under this Deed or to
       delay, curtail or otherwise prevent or prejudicially affect the exercise
       by any party of any of its rights, remedies or powers under this Deed are
       expressly negatived and excluded.

                                                                            112.
<PAGE>

                                  SCHEDULE 1

                              FORM OF SALE NOTICE

To:        Perpetual Trustee Company Limited, ACN 000 001 007 (the "Trustee")

Address:   Level 3, 39 Hunter Street, Sydney, NSW, 2000

Attention: Manager, Securitisation Services

Copy to:

Securitisation Advisory Services Pty. Limited, ACN 064 133 946 (the "Manager")
Level 8
48 Martin Place
Sydney NSW 2000

Series 2000-1G Medallion Trust

Sale Notice

We refer to the Master Trust Deed (the "Master Trust Deed") dated 8 October 1997
between the Trustee and the Manager, as amended from time to time, and to the
Series Supplement (the "Series Supplement") dated [          ] between
Commonwealth Bank of Australia, ACN 123 123 124 (as Seller and Servicer), the
Manager and the Trustee. Terms defined in the Series Supplement have the same
meaning in this Sale Notice.

This is a Sale Notice pursuant to clause 4.2 of the Series Supplement.  The
Seller hereby offers to assign to the Trustee with effect from [           ]
2000 (the "Cut-Off Date"):

(a)    each Mortgage Loan identified in the schedule accompanying this Sale
       Notice;

(b)    the Other Loans entered into from time to time in relation to the above
       Mortgage Loans;

(c)    the Mortgages in relation to the above Mortgage Loans;

(d)    other Mortgages granted from time to time in relation to the above
       Mortgage Loans;

(e)    all Collateral Securities from time to time in relation to the above
       Mortgage Loans;

(f)    the Mortgage Receivables from time to time in relation to the above
       Mortgage Loans;

(g)    the Mortgage Insurance Policies in relation to the above Mortgage Loans
       (other than the GEMICO Mortgage Insurance Policy); and

(h)    the Mortgage Documents from time to time in relation to the above
       Mortgage Loans.

This offer may be accepted by the Trustee only by paying the Consideration to
the Seller on [             ] 2000 (the "Closing Date").

Both the Cut-Off Date and the Closing Date may be altered by the Manager giving
notice to the Trustee and the Seller, no later than 4 Business Days before the
then Closing Date, of the new date that is to be the Cut-Off Date or the Closing
Date (as the case may be). From the close of business on the Business Day which
is 4 Business Days before the then Closing Date neither the Cut-Off Date or the
Closing Date may be amended.

For and on behalf of
Commonwealth Bank of Australia



 ..................................

                                                                            113.
<PAGE>

Authorised Officer

Date:

                                                                            114.
<PAGE>

                                  SCHEDULE 2

                           FORM OF POWER OF ATTORNEY
               (other than for Queensland and Western Australia)


THIS POWER OF ATTORNEY is made on                                           2000

BY        COMMONWEALTH BANK OF AUSTRALIA, ACN 123 123 124 a company incorporated
          in the Australian Capital Territory and having an office at Level 8,
          48 Martin Place, Sydney, NSW 2000 (the "Seller")

IN FAVOUR OF  PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007, a company
          incorporated in the State of New South Wales and having an office at
          Level 3, 39 Hunter Street, Sydney, NSW 2000 (the "Trustee").

RECITALS

A.   The Trustee is the trustee, and the Manager is the manager, of the Series
     Trust constituted pursuant to the Master Trust Deed and the Series
     Supplement (as those terms are defined below).

B.   Under the Series Supplement, the delivery to the Trustee of this Deed is a
     condition of the Seller issuing an offer to assign Mortgage Loans to the
     Trustee.

THIS DEED PROVIDES as follows:

1.   INTERPRETATION

1.1  Definitions

     In this Deed, unless the contrary intention appears:

     "Attorney" means any attorney appointed by or pursuant to clause 2 and any
     person who derives a right directly or indirectly from an Attorney.

     "Master Trust Deed" means the Master Trust Deed dated 8 October 1997
     between the Trustee as trustee of the Series Trust and the Manager, as
     amended from time to time.

     "Series Supplement" means the Series Supplement dated [          ] between
     Commonwealth Bank of Australia, ACN 123 123 124 (as Seller and Servicer),
     the Manager and the Trustee.

     "Mortgage Transfer" in relation to a Mortgage means a duly executed land
     titles office transfer which, upon registration, is effective to transfer
     the legal title to the Mortgage to the Trustee.

1.2  Interpretation

     In this Deed unless the contrary intention appears, the provisions of
     clause 1.2 of the Series Supplement apply mutatis mutandis to this Deed as
     if set out in this Deed in full.

1.3  Series Supplement

     Unless expressly defined in this Deed or a contrary intention appears,
     words and expressions used in this Deed have the same meaning as in the
     Series Supplement.

2.   APPOINTMENT AND POWERS

2.1  Appointment

     With effect from the assignment to the Trustee of the Mortgage Loans in
     accordance with

                                                                            115.
<PAGE>

     the terms of the Series Supplement, the Seller appoints the Trustee and any
     Authorised Officer from time to time of the Trustee jointly and severally
     as its attorney with the right, subject to clause 2.2, to do in the name of
     the Seller and on its behalf everything necessary or expedient to:

     (a)  (Mortgage Transfers): in relation to all Mortgage Transfers:

          (i)   execute, deliver, lodge and register any Mortgage Transfer with
                any land titles office of any relevant Australian jurisdiction;
          (ii)  execute, deliver, lodge and register with any land titles office
                of any relevant Australian jurisdiction any other documents
                which are referred to in any Mortgage Transfer or which are
                ancillary or related to them or contemplated by them;
          (iii) execute, deliver, lodge and register with any land titles office
                of any relevant Australian jurisdiction any document or perform
                any act, matter or thing at its absolute discretion in any way
                relating to the Seller's involvement in the transactions
                contemplated by any Mortgage Transfer; and
          (iv)  give effect to the transactions contemplated by any Mortgage
                Transfer, including, but not limited to, completing blanks and
                making amendments, alterations or additions it considers
                necessary or desirable;

     (b)  (Mortgage Loans): in relation to any Mortgage Loan which is part of
          the Assets of the Series Trust, to exercise any rights of the Seller
          to vary by notice to the Borrower the rate or amount of any interest
          or fees payable by the Borrower under the Mortgage Loan;

     (c)  (Delegate): delegate any of its rights described in this Deed
          (including this right of delegation) to any person upon any terms or
          conditions that it thinks fit;

     (d)  (Sign Documents): sign, seal, deliver and execute and do (either
          unconditionally or subject to any conditions that it thinks fit) all
          deeds, arrangements, documents and things in respect of any of its
          rights described in this Deed; and

     (e)  (Do Incidental Things): do anything incidental to or conducive to the
          effective and expeditious exercise of its rights described in this
          Deed.

2.2  Limitation on Exercise of Powers

     The power of attorney conferred by clause 2.1 will be exercisable only on
     the occurrence of a Perfection of Title Event.

3.   CONSIDERATION AND REVOCATION

3.1  Consideration

     This Deed is executed by the Seller for good and valuable consideration,
     receipt of which the Seller hereby acknowledges.

3.2  Irrevocable without Consent

     Except with the prior written consent of an Authorised Officer of each of
     the Trustee and the Manager, the power of attorney granted under clause 2.1
     of this Deed is irrevocable by the Seller and its successors and assigns.

3.3  No Abrogation

     Subject only to revocation in accordance with clause 3.2, this Deed will
     remain in full force and effect notwithstanding:

     (a)  (Insolvency): the occurrence of an Insolvency Event with respect to
          the Seller;

                                                                            116.
<PAGE>

     (b)  (Amendment): any waiver, replacement, amendment or variation of the
          Master Trust Deed or the Series Supplement;

     (c)  (Delay): any delay, laches, acquiescence, mistake, act or omission by
          any Attorney (including, without limitation, any Trustee Default or
          Manager Default); or

     (d)  (Miscellaneous): any other fact, matter, circumstance or thing
          whatsoever which, but for this clause 3.3 could or might operate to
          prejudice, release or otherwise affect the rights of an Attorney under
          this Deed.

4.   DELEGATES

4.1  Obligation

     Where a delegation is made by an Attorney under clause 2, the following
will apply:

     (a)  (Vary, suspend etc.): the Attorney may at any time by notice in
          writing vary, suspend or revoke a delegation made under clause 2;

     (b)  (Attorney retains any rights delegated): a right delegated by the
          Attorney may continue to be exercised or performed by the Attorney
          notwithstanding the delegation of that right;

     (c)  (Effect of acts delegated): any act or thing done within the scope of
          a delegation while the delegation is in force:

          (i)  has the same effect as if it had been done by the Attorney; and
          (ii) will not be invalidated by reason of a later revocation or
               variation of the delegation; and

     (d)  (Opinion of delegate): if the exercise or performance of a right by
          the Attorney is dependant upon the opinion, belief or state of mind of
          the Attorney in relation to a matter and that right is delegated by
          the Attorney, the delegate may, unless the contrary intention appears,
          exercise or perform the right based upon his or her own opinion,
          belief or state of mind (as the case may require) in relation to the
          matter.

4.2  Revocation of nomination

     The Trustee may at any time revoke or suspend any appointment of a nominee
     or an Attorney pursuant to clause 2.

5.   MISCELLANEOUS

5.1  Suspension of Seller's rights

     The Seller must not, after being notified in writing by any Attorney that
     an Attorney intends to exercise any right conferred on it by this Deed (and
     provided that such right is then and remains exercisable), exercise that
     right without the written consent of the Trustee.

5.2  Ratification

     The Seller will at all times ratify and confirm whatever any Attorney
     lawfully does, or causes to be done, in exercising its rights described in
     this Deed.

5.3  Conflict of Interest

     Any Attorney may exercise any right notwithstanding that it constitutes a
     conflict of interest or duty.

                                                                            117.
<PAGE>

5.4  Seller Bound

     The Seller and any person (including, but not limited to, a substitute or
     assign) claiming under the Seller are bound by anything an Attorney does in
     the lawful exercise of its rights described in this Deed.

5.5  Third party dealings

     In respect of dealings by any person in good faith with an Attorney:

     (a)  (Evidence that power not revoked): that person may accept a written
          statement signed by any Attorney to the effect that the power of
          attorney granted under this Deed has not been revoked as conclusive
          evidence of that fact; and

     (b)  (No duty to enquire): if the Attorney executes any right granted to it
          by this Deed, that person is not bound to enquire as to whether the
          right is properly exercised or whether any circumstance has arisen to
          authorise the exercise of that right.

5.6  Indemnity

     The Seller will indemnify any Attorney from and against all actions, suits,
     claims, demands, damages, liabilities, losses, costs and expenses that may
     be made or bought against or suffered or incurred by any such Attorney
     arising out of or in connection with the lawful exercise of any of its
     rights described in this Deed.

5.7  Stamping and Registration

     The Seller will, promptly after execution and delivery of this Deed,
     properly stamp and register this Deed as required by any applicable law and
     the Seller authorises any Attorney to stamp and register this Deed on
     behalf of the Seller.

5.8  Costs

     All reasonable costs incurred by an Attorney in connection with the
     stamping and registration of this Deed in accordance with clause 5.7 will
     be paid by the Seller within a reasonable time after demand for payment is
     made.

6.   GOVERNING LAW

     This Deed is governed by and construed in accordance with the laws of the
     State of New South Wales and the Seller irrevocably and unconditionally
     submits to the non-exclusive jurisdiction of the courts of the State of New
     South Wales and any courts of appeal from any of those courts.


EXECUTED as a deed.

THE COMMON SEAL of the                   )
COMMONWEALTH BANK OF                     )
AUSTRALIA is affixed in accordance with  )
its constitution in the presence of:     )


 ........................................     ...................................
Secretary                                                               Director

                                                                            118.
<PAGE>

                                  SCHEDULE 3

                           FORM OF POWER OF ATTORNEY
                               (For Queensland)


THIS POWER OF ATTORNEY is made               on                             2000

BY        COMMONWEALTH BANK OF AUSTRALIA, ACN 123 123 124 a company incorporated
          in the Australian Capital Territory and having an office at Level 8,
          48 Martin Place, Sydney, NSW 2000 (the "Seller")

IN FAVOUR OF  PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007, a company
          incorporated in the State of New South Wales and having an office at
          Level 3, 39 Hunter Street, Sydney, NSW 2000 (the "Trustee").

THIS DEED PROVIDES as follows:

1.   INTERPRETATION

     In this Deed, unless the contrary intention appears:

     "Attorney" means any attorney appointed by or pursuant to clause 2 and any
     person who derives a right directly or indirectly from an Attorney.

     "Authorised Officer" means:

     (a)  in relation to the Trustee, a director, secretary or any person whose
          title contains the word or words "manager" or "chief executive
          officer" or a person performing the functions of any of them; and

     (b)  in relation to the Manager, any person appointed by the Manager to act
          as an Authorised Officer of the Manager for the purposes of the Deed.

     "Mortgage Transfer" in relation to a mortgage means a duly executed land
     titles office transfer which, upon registration, is effective to transfer
     the legal title to the mortgage to the Trustee.

2.   APPOINTMENT AND POWERS

2.1  Appointment

     The Seller appoints the Trustee and any Authorised Officer from time to
     time of the Trustee jointly and severally as its attorney with the right,
     to do in the name of the Seller and on its behalf everything necessary or
     expedient to:

     (a)  (Mortgage Transfers): In relation to all Mortgage Transfers:

          (i)   execute, deliver, lodge and register any Mortgage Transfer with
                any land titles office of any relevant Australian jurisdiction;
          (ii)  execute, deliver, lodge and register with any land titles office
                of any relevant Australian jurisdiction any other documents
                which are referred to in any Mortgage Transfer or which are
                ancillary or related to them or contemplated by them;
          (iii) execute, deliver, lodge and register with any land titles office
                of any relevant Australian jurisdiction any document or perform
                any act, matter or thing at its absolute discretion in any way
                relating to the Seller's involvement in the transactions
                contemplated by any Mortgage Transfer; and
          (iv)  give effect to the transactions contemplated by any Mortgage
                Transfer, including, but not limited to, completing blanks and
                making amendments, alterations or additions it considers
                necessary or

                                                                            119.
<PAGE>

                desirable;

     (b)  (Mortgage Loans): in relation to any mortgage loan which is an asset
          of the Seller, to exercise any rights of the Seller to vary by notice
          to the borrower with respect to the mortgage loan the rate or amount
          of any interest or fees payable by that borrower under the mortgage
          loan;

     (c)  (Delegate): delegate any of its rights described in this Deed
          (including this right of delegation) to any person upon any terms or
          conditions that it thinks fit;

     (d)  (Sign Documents): sign, seal, deliver and execute and do (either
          unconditionally or subject to any conditions that it thinks fit) all
          deeds, arrangements, documents and things in respect of any of its
          rights described in this Deed; and

     (e)  (Do Incidental Things): do anything incidental to or conducive to the
          effective and expeditious exercise of its rights described in this
          Deed.

3.   CONSIDERATION AND REVOCATION

3.1  Consideration

     The Seller acknowledges that it has received good and valuable
     consideration for the grant of this Deed.

3.2  Irrevocable without Consent

     Except with the prior written consent of an Authorised Officer of each of
     the Trustee and the Manager, the power of attorney granted under clause 2.1
     of this Deed is irrevocable by the Seller and its successors and assigns.

3.3  No Abrogation

     Subject only to revocation in accordance with clause 3.2, this Deed will
     remain in full force and effect notwithstanding:

     (a)  (Insolvency): the insolvency of, or the occurrence of any other
          analogous event with respect to, the Seller;

     (b)  (Amendment): any waiver, replacement, amendment or variation of any
          document (with or without the consent of the Seller);

     (c)  (Delay): any delay, laches, acquiescence, mistake, act or omission
          (including, without limitation, any default by the Manager or Trustee
          of any obligation that either owes to any person) by any Attorney; or

     (d)  (Miscellaneous): any other fact, matter, circumstance or thing
          whatsoever which, but for this clause, could or might operate to
          prejudice, release or otherwise affect the rights of an Attorney under
          this Deed.

4.   DELEGATES

4.1  Obligation

     Where a delegation is made by an Attorney under clause 2, the following
     will apply:

     (a)  (Vary, suspend etc.): the Attorney may at any time by notice in
          writing vary, suspend or revoke a delegation made under clause 2;

     (b)  (Attorney retains any rights delegated): a right delegated by the
          Attorney may continue to be exercised or performed by the Attorney
          notwithstanding the delegation of that right;

                                                                            120.
<PAGE>

     (c)  (Effect of acts delegated): any act or thing done within the scope of
          a delegation while the delegation is in force:

          (i)  has the same effect as if it had been done by the Attorney; and
          (ii) will not be invalidated by reason of a later revocation or
               variation of the delegation; and

     (d)  (Opinion of delegate): if the exercise or performance of a right by
          the Attorney is dependant upon the opinion, belief or state of mind of
          the Attorney in relation to a matter and that right is delegated by
          the Attorney, the delegate may, unless the contrary intention appears,
          exercise or perform the right based upon his or her own opinion,
          belief or state of mind (as the case may require) in relation to the
          matter.

4.2  Revocation of nomination

     The Trustee may at any time revoke or suspend any appointment of a nominee
     or an Attorney pursuant to clause 2.

5.   MISCELLANEOUS

5.1  Suspension of Seller's rights

     The Seller must not, after being notified in writing by any Attorney that
     an Attorney intends to exercise any right conferred on it by this Deed (and
     provided that such right is then and remains exercisable), exercise that
     right without the written consent of the Trustee.

5.2  Ratification

     The Seller will at all times ratify and confirm whatever any Attorney
     lawfully does, or causes to be done, in exercising its rights described in
     this Deed.

5.3  Conflict of Interest

     Any Attorney may exercise any right notwithstanding that it constitutes a
     conflict of interest or duty.

5.4  Seller Bound

     The Seller and any person (including, but not limited to, a substitute or
     assign) claiming under the Seller are bound by anything an Attorney does in
     the lawful exercise of its rights described in this Deed.

5.5  Third party dealings

     In respect of dealings by any person in good faith with an Attorney:

     (a)  (Evidence that power not revoked): that person may accept a written
          statement signed by any Attorney to the effect that the power of
          attorney granted under this Deed has not been revoked as conclusive
          evidence of that fact; and

     (b)  (No duty to enquire): if the Attorney executes any right granted to it
          by this Deed, that person is not bound to enquire as to whether the
          right is properly exercised or whether any circumstance has arisen to
          authorise the exercise of that right.

5.6  Indemnity

     The Seller will indemnify any Attorney from and against all actions, suits,
     claims, demands, damages, liabilities, losses, costs and expenses that may
     be made or bought against or suffered or incurred by any such Attorney
     arising out of or in connection with

                                                                            121.
<PAGE>

     the lawful exercise of any of its rights described in this Deed.

5.7  Stamping and Registration

     The Seller will, promptly after execution and delivery of this Deed,
     properly stamp and register this Deed as required by any applicable law and
     the Seller authorises any Attorney to stamp and register this Deed on
     behalf of the Seller.

5.8  Costs

     All reasonable costs incurred by an Attorney in connection with the
     stamping and registration of this Deed in accordance with clause 5.7 will
     be paid by the Seller within a reasonable time after demand for payment is
     made.

6.   GOVERNING LAW

     This Deed is governed by and construed in accordance with the laws of the
     State of New South Wales and the Seller irrevocably and unconditionally
     submits to the non-exclusive jurisdiction of the courts of the State of New
     South Wales and any courts of appeal from any of those courts.

EXECUTED as a deed.

THE COMMON SEAL of the                   )
COMMONWEALTH BANK OF                     )
AUSTRALIA is affixed in accordance with  )
its constitution in the presence of:     )


 ........................................     ...................................
Secretary                                                               Director

                                                                            122.
<PAGE>

                                  SCHEDULE 4

                           FORM OF POWER OF ATTORNEY
                            (For Western Australia)


THIS POWER OF ATTORNEY is made on                                           2000

BY        COMMONWEALTH BANK OF AUSTRALIA, ACN 123 123 124, a company
          incorporated in the Australian Capital Territory and having an office
          at Level 8, 48 Martin Place, Sydney, NSW 2000 (the "Grantor")

IN FAVOUR OF  PERPETUAL TRUSTEE COMPANY LIMITED, ACN 000 001 007, a company
          incorporated in the State of New South Wales and having an office at
          Level 3, 39 Hunter Street, Sydney, NSW 2000 (the "Grantee").

THIS DEED PROVIDES as follows:

1.   INTERPRETATION

     In this Deed, unless the contrary intention appears:

     "Attorney" means any attorney appointed by or pursuant to clause 2.

     "Authorised Officer" means:

     (a)  in relation to the Grantee, a director, secretary or any person whose
          title contains the word or words "manager" or "chief executive
          officer" or a person performing the functions of any of them; and

     (b)  in relation to the Manager, any person appointed by the Manager to act
          as an Authorised Officer of the Manager for the purposes of this Deed.

     "Manager" means Securitisation Advisory Services Pty. Limited, ACN 064 133
     946.

     "Mortgage" means a mortgage over real property, located in the State of
     Western Australia and registered under the Transfer of Land Act 1893, which
     is granted in favour of the Grantor and in which the Grantee has equitable
     title.

     "Mortgage Transfer" in relation to a mortgage means a duly executed land
     titles office transfer in respect of a Mortgage which, upon registration,
     is effective to transfer the legal title to the Mortgage to the Grantee.

2.   APPOINTMENT AND POWERS

2.1  Appointment

     The Grantor appoints the Grantee as its attorney with the right, to do in
     the name of the Grantor and on its behalf everything necessary or expedient
     to:

     (a)  (Mortgage Transfers):

          (i)    sell or transfer legal title in all or any Mortgages to the
                 Grantee;

          (ii)   execute, deliver, lodge and register any Mortgage Transfer with
                 any land titles office of any relevant Australian jurisdiction;

          (iii)  execute, deliver, lodge and register with any land titles
                 office of any relevant Australian jurisdiction any other
                 documents which are referred to in any Mortgage Transfer or
                 which are ancillary or related to them or contemplated by them;

                                                                            123.
<PAGE>

          (iv)   execute, deliver, lodge and register with any land titles
                 office of any relevant Australian jurisdiction any document or
                 perform any act, matter or thing at its absolute discretion in
                 any way relating to the Grantor's involvement in the
                 transactions contemplated by any Mortgage Transfer; and

          (v)    give effect to the transactions contemplated by any Mortgage
                 Transfer, including, but not limited to, completing blanks and
                 making amendments, alterations or additions it considers
                 necessary or desirable;

     (b)  (Sign Documents): sign, seal, deliver and execute and do (either
          unconditionally or subject to any conditions that it thinks fit) all
          deeds, arrangements, documents and things in respect of any of its
          rights described in this Deed;

     (c)  (Determine interest rates): determine the interest rate to be charged
          on the mortgages which are the subject of any Mortgage Transfer; and

     (d)  (Do Incidental Things): do anything incidental to or conducive to the
          effective and expeditious exercise of its rights described in this
          Deed.

3.   CONSIDERATION AND REVOCATION

3.1  Consideration

     The power of attorney granted under this Deed has been granted to secure a
     proprietary interest of the Grantee in the Mortgages the subject of the
     Mortgage Transfers and is given by the Grantor for good and valuable
     consideration, receipt of which the Grantor hereby acknowledges.

3.2  Irrevocable without Consent

     Except with the prior written consent of an Authorised Officer of each of
     the Grantee and the Manager, the power of attorney granted under clause 2.1
     of this Deed is irrevocable by the Grantor and its successors and assigns.

3.3  No Abrogation

     Subject only to revocation in accordance with clause 3.2, this Deed will
     remain in full force and effect notwithstanding:

     (a)  (Insolvency): the insolvency of, or the occurrence of any other
          analogous event with respect to, the Grantor;

     (b)  (Amendment): any waiver, replacement, amendment or variation of any
          document (with or without the consent of the Grantor);

     (c)  (Delay): any delay, laches, acquiescence, mistake, act or omission
          (including, without limitation, any default by the Manager or Grantee
          of any obligation that either owes to any person) by any Attorney; or

     (d)  (Miscellaneous): any other fact, matter, circumstance or thing
          whatsoever which, but for this clause, could or might operate to
          prejudice, release or otherwise affect the rights of an Attorney under
          this Deed.

4.   MISCELLANEOUS

4.1  Appointment of Sub-Attorneys

     An Attorney may appoint from time to time any person or corporation as a
     sub-attorney for any of the purposes of and with any of the powers and
     authorities conferred by this Deed.

                                                                            124.
<PAGE>

4.2  Ratification

     The Grantor will at all times ratify and confirm whatever any Attorney or
     sub-attorney lawfully does, or causes to be done, in exercising its rights
     described in this Deed.

4.3  Conflict of Interest

     Any Attorney or sub-attorney may exercise any right notwithstanding that it
     constitutes a conflict of interest or duty.

4.4  Grantor Bound

     The Grantor and any person (including, but not limited to, a substitute or
     assign) claiming under the Grantor are bound by anything an Attorney or
     sub-attorney does in the lawful exercise of its rights described in this
     Deed.

4.5  Suspension of Grantor's rights

     The Grantor must not, after being notified in writing by any Attorney or
     sub-attorney that the Attorney or sub-attorney (as the case may be) intends
     to exercise any right conferred on it by this Deed (and provided that such
     right is then and remains exercisable), exercise that right without the
     written consent of the Attorney or sub-attorney (as the case may be).

4.6  Third party dealings

     In respect of dealings by any person in good faith with an Attorney or sub-
     attorney:

     (a)  (Evidence that power not revoked): that person may accept a written
          statement signed by any Attorney or sub-attorney (as the case may be)
          to the effect that the power of attorney granted under this Deed has
          not been revoked as conclusive evidence of that fact; and

     (b)  (No duty to enquire): if the Attorney or sub-attorney (as the case may
          be) executes any right granted to it by this Deed, that person is not
          bound to enquire as to whether the right is properly exercised or
          whether any circumstance has arisen to authorise the exercise of that
          right.

4.7  Indemnity

     The Grantor will indemnify any Attorney and sub-attorney from and against
     all actions, suits, claims, demands, damages, liabilities, losses, costs
     and expenses that may be made or bought against or suffered or incurred by,
     any Attorney or sub-attorney, arising out of or in connection with the
     lawful exercise of any of its rights described in this Deed.

4.8  Stamping and Registration

     The Grantor will, promptly after execution and delivery of this Deed,
     properly stamp and register this Deed as required by any applicable law and
     the Grantor authorises any Attorney to stamp and register this Deed on
     behalf of the Grantor.

4.9  Costs

     All reasonable costs incurred by an Attorney in connection with the
     stamping and registration of this Deed in accordance with clause 4.8 will
     be paid by the Grantor within a reasonable time after demand for payment is
     made.

5.   GOVERNING LAW

     This Deed is governed by and construed in accordance with the laws of New
     South Wales and the Grantor irrevocably and unconditionally submits to the
     non-exclusive jurisdiction of the courts of New South Wales and any courts
     of appeal from any of those courts.

                                                                            125.
<PAGE>

EXECUTED as a deed.

THE COMMON SEAL of the                   )
COMMONWEALTH BANK OF                     )
AUSTRALIA is affixed in accordance with  )
its constitution in the presence of:     )


 ......................................       ...................................
Secretary                                                               Director

                                                                            126.
<PAGE>

                                   SCHEDULE 5

                              ELIGIBILITY CRITERIA


Eligibility Criteria in relation to a Mortgage Loan means the following
standards:

 .      that the Mortgage Loan has a Loan to Value Ratio (based on the position
       as at the commencement of business on the Cut-Off Date) of less than or
       equal to 95%;

 .      that the Mortgage Loan has a stated term to maturity as at the Cut-Off
       Date not exceeding 30 years;

 .      that the Mortgage Loan was originated on or after 1 November 1996;

 .      that the Mortgage Loan as at the Cut-Off Date has a Scheduled Balance of
       less than or equal to A$750,000;

 .      that the Mortgage Loan is sourced from the Seller's mortgage loan
       portfolio;

 .      that the Borrower under the Mortgage Loan is not an employee of the
       Seller who is paying a concessional rate of interest under the Mortgage
       Loan as a result of such employment;

 .      that the Mortgage Loan was advanced in, and is repayable in, Australian
       dollars;

 .      that as at the Cut-Off Date no payment due from the Borrower under the
       Mortgage Loan is in arrears by more than 30 days;

 .      that the Mortgage Loan is secured by a Mortgage over Land which has
       erected on or within it a residential dwelling or unit and the terms of
       that Mortgage require that dwelling or unit to be insured under an
       Insurance Policy;

 .      that the Mortgage Loan is not a loan of a type with only interest
       payable during the term and with a "bullet" repayment of all principal at
       the end of its term; and

 .      that the Mortgage Loan is or has been fully drawn.

                                                                            127.
<PAGE>

                                   SCHEDULE 6

                          FORM OF SECURITY CERTIFICATE


                                 A$ SECURITIES

    ......................................................................

  THE A$ SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
 STATES SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE
 OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
 OF, US PERSONS EXCEPT IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT
OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. TERMS USED IN THIS PARAGRAPH HAVE THE MEANING GIVEN TO THEM BY REGULATION
                          S UNDER THE SECURITIES ACT.

    ......................................................................

                         SERIES 2000-1G MEDALLION TRUST

                      CERTIFICATE NUMBER/S [            ]

                       Perpetual Trustee Company Limited
                                ACN 000 001 007
                                (the "Trustee")

                 Securitisation Advisory Services Pty. Limited
                                ACN 064 133 946
                                (the "Manager")
THIS IS TO CERTIFY THAT:

Securityholder:                   [           ]
                              ACN [           ]
                            (the "Securityholder")

ADDRESS:                          [           ]


appears in the Register as the holder of the A$ Securities specified below (the
"A$ Securities") issued by the Trustee as trustee of the Series 2000-1G
Medallion Trust (the "Series Trust") as constituted by a Master Trust Deed (the
"Master Trust Deed") dated 8 October 1997 between the Manager and the Trustee,
as amended from time to time, and a Series Supplement (the "Series Supplement")
dated [       ] between Commonwealth Bank of Australia, ACN 123 123 124, (as
Seller and Servicer) (the "Bank"), the Manager and the Trustee.

Unless defined in this Security Certificate or a contrary intention appears,
words and expressions used in this Security Certificate have the same meaning as
in the Series Supplement.

The Securityholder was entered on the Register as holder of the A$ Securities
described below at [         ] on [           ].

Date of Issue:

Class of A$ Security: [Class A-2 Note/Class B Note/Redraw Bond]

Numbers of A$ Securities:  [         ] to [          ], inclusive

Scheduled Maturity Date of each A$ Security:

Face Value of each A$ Security:

Interest Rate of each A$ Security:

Interest Payment Dates of each A$ Security:

[A tax file number has/has not been obtained from the person named above.]

The A$ Securities are issued and held subject to the provisions of the Master
Trust Deed, the Series Supplement and a

                                                                            128.
<PAGE>

Security Trust Deed (the "Security Trust Deed") dated [          ] between the
Manager, the Trustee, the Bank of New York, London Branch, and P.T. Limited, ACN
004 454 666 (as Security Trustee). A copy of the Security Trust Deed, the Master
Trust Deed and the Series Supplement are available for inspection by
Securityholders at the offices of the Trustee at Level 3, 39 Hunter Street,
Sydney, NSW, 2000.

Neither the Manager nor the Trustee is under any obligation at any time to
repurchase any A$ Securities from Securityholders.

This Security Certificate is not a Certificate of Title and the Register on
which these A$ Securities are registered is the only conclusive evidence of the
title of the abovementioned person to the A$ Securities.

The Trustee issues this Security Certificate only in its role as trustee of the
Series Trust.  Any obligation or liability of the Trustee arising under or in
any way connected with the Series Trust under the Master Trust Deed, the Series
Supplement or any other Transaction Document (including any A$ Security) to
which the Trustee is a party is limited to the extent to which it can be
satisfied out of the Assets of the Series Trust out of which the Trustee is
actually indemnified for the obligation or liability.  This limitation will not
apply to any obligation or liability of the Trustee only to the extent that it
is not so satisfied because of any fraud, negligence or wilful default on the
part of the Trustee.  The Trustee will have no liability for any act or omission
of the Manager or of any other person (other than a person whose acts or
omissions the Trustee is liable for in accordance with any Transaction
Document).

Transfers of the A$ Securities must be pursuant to a Security Transfer as set
out in Schedule 6 to the Series Supplement.  Copies of Security Transfers are
available from the Trustee at the abovementioned address.  Executed Security
Transfers must be lodged with the Trustee accompanied by this Security
Certificate.

None of the Manager, the Seller, the Servicer, the Bank, any other member of the
Bank group or the Trustee guarantees the payment or repayment of any
Securityholder Entitlements in respect of the A$ Securities.

The A$ Securities do not represent deposits or other liabilities of the Manager,
the Seller, the Servicer, the Bank or any other Related Body Corporate of the
Bank.  The holding of the A$ Securities is subject to investment risk, including
possible delays in payment and loss of income and principal invested.  None of
the Manager, the Seller, the Servicer, the Bank or any other Related Body
Corporate of the Bank stand in any way behind the capital value and/or
performance of the A$ Securities, or the Assets held by the Series Trust.

Dated:

For and on behalf of
Perpetual Trustee Company Limited


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

                                                                            129.
<PAGE>

                                  SCHEDULE 7

                           FORM OF SECURITY TRANSFER

                                                        -------------
TO:  Perpetual Trustee Company Limited,      Registry    Date Lodged
     ACN 000 001 007                         Use           /   /
     (the "Trustee")                         Only

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

                                             ___________________________________
TRANSFEROR (the
 "Transferor")
                                             ___________________________________
(Full Name, ACN (if applicable)
and Address)
                                             ___________________________________
(Please Print)
                                             ___________________________________
HEREBY APPLIES TO ASSIGN TO
                                             ___________________________________
TRANSFEREE (the
 "Transferee")
                                             ___________________________________
(Full Name, ACN (if applicable)
 and Address)
                                             ___________________________________
(Please Print)
                                             ___________________________________

                                             ___________________________________


the following securities (the "A$ Securities") issued by the Trustee as trustee
of the Series 2000-1G Medallion Trust (the "Series Trust"):

Date of Issue:

Class of A$ Security: [Class A-2 Note/Class B Note/Redraw Bond]

Numbers of A$ Securities:   [] to [], inclusive

Face Value of each A$ Security:

Interest Payment Dates of each A$ Security:

Scheduled Maturity Date of each A$ Security:  /  /

and all the Transferor's property and interest in the same [and to the interest
accrued thereon.]

                                                            -------------------
                                                            Settlement Amount

                                                            $
                                                            -------------------

TRANSFEROR           ____________________________________________
Signature            Authorised Signatory

(See notes below)    ____________________________________________

WITNESS              _______________________________________   Date  /  /

TRANSFEREE           _____________________________________________
Signature:                  Authorised Officer
(See notes below)

WITNESS              _______________________________________   Date  /  /

PAYMENTS
(tick where appropriate)

                                                                            130.
<PAGE>

    ------------------------------------------------------------------------
    [_]   In accordance with existing instructions  (existing holders only)

    [_]   By cheque posted to above address

    [_]   By crediting the following account in Australia and in the name of
          the Trustee only
    ------------------------------------------------------------------------
     Name of Account                                            Account No.
    ------------------------------------------------------------------------
     Name of Financial Institution                              Branch

     [_]  Bank

     [_]  Building Society
    ------------------------------------------------------------------------
     Tax File Number (if applicable):
    ------------------------------------------------------------------------

Authorised Officer of Transferee ________________________________  Date:  /  /

NOTES:

 .    The Transferor and the Transferee acknowledge that the transfer of the A$
     Securities specified in this Security Transfer only takes effect on the
     entry of the Transferee's name in the Register as the registered owner of
     the A$ Securities.

 .    The Transferee agrees to accept the A$ Securities subject to the
     provisions of a Master Trust Deed (the "Master Trust Deed") dated 8 October
     1997 between Securitisation Advisory Services Pty. Limited, ACN 064 133 946
     (the "Manager") and the Trustee, as amended from time to time, a Series
     Supplement (the "Series Supplement") dated [          ] between
     Commonwealth Bank of Australia, ACN 123 123 124 (as Seller and Servicer)
     (the "Bank"), the Manager and the Trustee (as trustee of the Series Trust)
     and a Security Trust Deed (the "Security Trust Deed") dated [             ]
     between the Trustee as trustee of the Series Trust, the Manager, the Bank
     of New York, London Branch, and P.T. Limited, ACN 004 454 666, as Security
     Trustee.

 .    Unless expressly defined in this Security Transfer or a contrary intention
     appears, words and expressions used in this Security Transfer have the same
     meaning as in the Series Supplement.

 .    The Transferee acknowledges that it has independently and without reliance
     on the Trustee, the Manager, the Seller, the Servicer, the Bank or any
     other Related Body Corporate of the Bank (including without reliance on any
     materials prepared or distributed by any of the foregoing) made its own
     assessment and investigations regarding its investment in the A$
     Securities.

 .    The Transferee acknowledges that:

     (i)    the A$ Securities do not represent deposits or other liabilities of
            the Seller, the Servicer, the Bank, any other Related Body Corporate
            of the Bank or the Manager;

     (ii)   the holding of the A$ Securities is subject to investment risk,
            including possible delays in payment and loss of income and
            principal invested; and

     (iii)  none of the Manager, the Seller, the Servicer, the Bank or, any
            other Related Body Corporate of the Bank stand in any way behind the
            capital value and/or performance of the A$ Securities or the assets
            held by the Series Trust.

 .    The Trustee issues the A$ Securities only in its role as trustee of the
     Series Trust. Any obligation or liability of the Trustee arising under or
     in any way connected with the Series Trust under the Master Trust Deed, the
     Series Supplement or any other Transaction Document (including any A$
     Security) to which the Trustee is a party is limited to the extent to which
     it can be satisfied out of the Assets of the Series Trust out of which the
     Trustee is actually indemnified for the obligation or liability. This
     limitation will not apply to any obligation or liability of the Trustee
     only to the extent that it is not so satisfied because of any fraud,
     negligence or wilful default on the part of the Trustee. The Trustee will
     have no liability for any act or omission of the Manager or of any other
     person (other than a person whose acts or omissions the Trustee is liable
     for in accordance with any Transaction Document).

 .    Where the Transferor and/or the Transferee is a trustee, this Security
     Transfer must be completed in the name of the trustee and signed by the
     trustee without reference to the trust.

 .    Where this Transfer is executed by a corporation, it must be executed
     either under common seal or under a power of attorney.

 .    If this Security Transfer is signed under a power of attorney, the
     attorney hereby certifies that it has not received notice of revocation of
     that power of attorney.  A certified copy of the power of attorney must be
     lodged with this Security Transfer.

 .    This Security Transfer must be lodged with the Trustee for registration,
     accompanied by the Security Certificate to which the A$ Securities relate.

                                                                            131.
<PAGE>

 .    The Register will be closed from 4.30 pm on the Business Day which is
     prior to, and will be re-opened at the commencement of business on each
     Distribution Date.  The Trustee may with prior notice given in the manner
     specified in the Master Trust Deed, close the Register at other times.  The
     total period that the Register may be closed will not exceed 35 Business
     Days (or such other period agreed to by the Manager) in aggregate in any
     calendar year.  No Security Transfer received after 4.30pm on the day of
     closure of the Register or while the Register is closed, will be registered
     until the Register is re-opened.

 .    [If the Transferee is a non-resident for Australian taxation purposes,
     withholding tax will be deducted from all interest payments unless an
     exemption is provided to the Trustee.]

 .    A Securityholder is only entitled to transfer an A$ Security if:

     (a)  the offer of the A$ Security for sale, or the invitation to purchase
          the A$ Security, to the proposed transferee by the Securityholder is
          an offer or invitation that does not need disclosure to investors
          under Part 6D.2 of Chapter 6 of the Corporations Law and otherwise
          complies with the Corporations Law; and

     (b)  the transfer would not otherwise breach any restriction on transfer
          for the A$ Security contained in the Series Supplement.

 .    The A$ Securities covered hereby have not been registered under the United
     States Securities Act of 1933 as amended (the "Securities Act") and may not
     be offered and sold within the United States or to or for the account or
     benefit of United States persons:

     (a) as part of their distribution at any time; or

     (b) otherwise until 40 days after the completion of the distribution of the
         A$ Securities, as determined and certified by the Co-Managers (as that
         term is defined in the Dealer Agreement),

     except in either case in accordance with Regulation S under the Securities
     Act.  Terms used above have the meanings given to them by Regulation  S.

[Marking where clause 10.16 of the Master Trust Deed applies:]

The Trustee hereby certifies that the Transferor is noted in the Register as the
holder of A$ Securities specified in this Security Transfer and that it will not
register any transfer of such A$ Securities other than pursuant to this Security
Transfer before [insert date].

Dated:

For and on behalf of
Perpetual Trustee Company Limited

 ..................................           ..................................
Authorised Officer                           Authorised Officer]

                                                                            132.
<PAGE>

                                   SCHEDULE 8

                             QUARTERLY CERTIFICATE


Quarterly Summary Distribution Details

Reporting Dates
---------------

Closing Date
Determination Date
Notice Date
Distribution Date
Start Accrual Period
No. of Days in Collection Period

<TABLE>
<CAPTION>
Securities on Issue             No. of Certificates     Initial Invested        Initial Invested Amount
-------------------             -------------------     ----------------        -----------------------
                                                        Amount (US$)            (A$)
                                                        ------------            ----
<S>                              <C>                    <C>                     <C>
Class A-1 Notes
Class A-2 Notes
Class B Notes
Redraw Bond - Series 1
Redraw Bond - Series 2
US$/A$ exchange rate at issue
-------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Interest Rate for Accrual Period    Bank Bill Rate  Interest Margin  Interest Rate
----------------------------------  --------------  ---------------  -------------
<S>                                 <C>             <C>              <C>
Class A-1 Notes (payable to
 Currency Swap Providers)
Class A-2 Notes
Class B Notes
Redraw Bond - Series 1
Redraw Bond - Series 2
BBSW Interest & Unpaid Interest
 Rate for Accrual Period
Facilities BBSW
----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Distributions Payable On Distribution Date    Per Cert.  Aggregate
--------------------------------------------  ---------  ---------
<S>                                           <C>        <C>
Total Interest Amount:
     Class A-1 Notes
     Class A-2 Notes
     Class B Notes
     Redraw Bond - series 1
     Redraw Bond - series 2
------------------------------------------------------------------
Principal:
     Class A-1 Notes
     Class A-2 Notes
     Class B Notes
     Redraw Bond - Series 1
     Redraw Bond - Series 2

Total:
     Class A-1 Notes
     Class A-2 Notes
     Class B Notes
     Redraw Bond - series 1
     Redraw Bond - series 2
Total
------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Pool Factors              Last Distribution Date        Current Distribution Date
------------              ----------------------        -------------------------
<S>                       <C>                     <C>
Class A-1 Notes
Class A-2 Notes
Class B Notes
Redraw Bond - series 1
Redraw Bond - series 2
---------------------------------------------------------------------------------
</TABLE>

                                                                             133
<PAGE>

Quarterly Cashflow Working Sheet                Per Certificate $    Aggregate $
--------------------------------
Finance Charge Collections
Finance Charge Collections - Repurchases
Finance Charge Damages
Income due to Seller
Other Income
Preliminary Income Amount

Taxes
Trustee Fee
Security Trustee Fee
Manager Fee
Servicing Fee
Liquidity Commitment Fee
Redraw Commitment Fee
Support Facility Payments
Support Facility Receipts
Expenses
Previous Unpaid Facility Int Chg - Liquidity
Liquidity Interest Charge + Previous Unpaid
Previous Unpaid Facility Int Chg - Redraw Facility
Redraw Interest Charge + Previous Unpaid
Repayment of Liquidity Facility
Total Interest Amount  - Class A-1 Notes
               - Class A-2 Notes
               - Class B Notes
               - Redraw Bonds - Series 1
               - Redraw Bonds - Series 2


Required Income Amount
Income Shortfall
Liquidity Facility Draw

Principal Chargeoff Unreimbursement
Principal Chargeoff
Total Principal Chargeoff Reimbursement Due

Payment Allocation Cascade
--------------------------
Preliminary Income Amount
Liquidity Facility Draw
Available Income Amount

                                                Due     Available       Paid

Taxes
Trustee Fee
Security Trustee Fee
Manager Fee
Servicing Fee
Liquidity Commitment Fee
Redraw Commitment Fee
Support Facility Payments
Support Facility Receipts

                                                                             134
<PAGE>

Expenses

Liquidity Interest Charge

Repayment of Liquidity Facility
--------------------------------------------------------
Interest Amount Payable        - Redraw Facility
                               - Class A-1 Notes
                               - Class A-2 Notes
                               - Redraw Bonds - Series 1
                               - Redraw Bonds - Series 2
--------------------------------------------------------
                               - Class B Notes

Total Principal Chargeoff Reimbursement
Excess Distribution


Unpaid Facility Int Chg         - Liquidity
                                - Redraw
Unpaid Security Interest Amount
                                - Class A-1 Notes
                                - Class A-2 Notes
                                - Class B Notes
                                - Redraw Bonds - Series 1
                                - Redraw Bonds - Series 2

Facilities Outstanding
----------------------
Liquidity Commitment Facility Limit
Beginning Liquidity Commitment Facility
Previous Liquidity Facility Draw
Repayment of Liquidity Facility
Liquidity Facility Draw
Ending Liquidity Commitment Facility

Redraw Commitment Facility Limit
Beginning Redraw Commitment Facility
Previous Redraw Facility Draw
Previous Redraw Facility Draw - Chargeoffs
Repayment of Redraw Facility
Repayment of Unreimbursed Chargeoffs
Redraw Facility Draw - Unreimbursed Chargeoffs
Redraw Facility Available to Draw
Redraw Facility Draw
Ending Redraw Commitment Facility


Interest and Principal Distribution Worksheet        Per Certificate   Aggregate
---------------------------------------------               $              $

Interest Amount
---------------
Class A-1 Notes
Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Total Interest Amount

Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Interest Amount Payable
Unpaid Security Interest Amount

                                                                             135
<PAGE>

Class A-2 Notes
Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Total Interest Amount

Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Interest Amount Payable
Unpaid Security Interest Amount

Class B Notes
Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Total Interest

Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Interest Amount Payable
Unpaid Security Interest Amount

Redraw Bonds - Series 1
Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Total Interest Amount

Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Interest Amount Payable
Unpaid Security Interest Amount

Redraw Bonds - Series 2
Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Total Interest Amount

Unpaid Security Interest Amount (after last Distribution Date)
Interest on Unpaid Security Interest Amount
Security Interest Amount
Interest Amount Payable
Unpaid Security Interest Amount

                                                                             136
<PAGE>

Principal Amount
Principal Collections
Principal Collections - Repurchases
     less Repayment of Redraw Facility
     less Total Customer Redraw
     plus Redraw Facility Draw
     plus Redraw Bonds Issue this month
     Aggregate Principal Damages from Seller & Servicer
     Principal Chargeoff Reimbursement - Class B Notes
               - Class A-1 Notes
                    - Class A-2 Notes
                    - Redraw Bonds - Series 1
                    - Redraw Bonds - Series 2
                    - Redraw Facility
Principal rounding b/f
Scheduled Principal Amount
Scheduled Principal Amount less redraws
Unscheduled Principal Amount - Partial Prepayment
Unscheduled Principal Amount - Full Prepayment
Unscheduled Principal Amount - less redraws + C/O Reim
Total Available Principal Amount for Redraw Bonds
Principal Distribution - Redraw Bonds - Series 1
Principal Distribution - Redraw Bonds - Series 2
Principal rounding b/f
Total Unscheduled Principal Amount
Total Scheduled Principal Amount
Total Available Principal Amount for Notes
Principal Allocation
Class A Percentage via Stepdown
Class A Available Principal Payment
     Class A-1 Principal Payment
     Class A-2 Principal Payment
Class B Principal Payment
Principal rounding c/f

Principal Losses
Principal Losses
     Principal Draw Amount - Pool Mortgage Insurance Policy
     Principal Draw Amount - Individual Mortgage Insurance Policy
Net Principal Losses
Principal Chargeoff - Class B Notes
               - Class A-1 Notes
               - Class A-2 Notes
               - Redraw Bonds Series 1
               - Redraw Bonds Series 2
               - Redraw Facility

                                                                             137
<PAGE>

Class A-1 Notes
Beginning Unreimbursed Principal Chargeoffs
Principal Chargeoff
Principal Chargeoff Reimbursement
Ending Unreimbursed Principal Chargeoffs

Class A-2 Notes
Beginning Unreimbursed Principal Chargeoffs
Principal Chargeoff
Principal Chargeoff Reimbursement
Ending Unreimbursed Principal Chargeoffs

Class B Notes
Beginning Unreimbursed Principal Chargeoffs
Principal Chargeoff
Principal Chargeoff Reimbursement
Ending Unreimbursed Principal Chargeoffs

Redraw Bonds - Series 1
Beginning Unreimbursed Principal Chargeoffs
Principal Chargeoff
Principal Chargeoff Reimbursement
Ending Unreimbursed Principal Chargeoffs

Redraw Bonds - Series 2
Beginning Unreimbursed Principal Chargeoffs
Principal Chargeoff
Principal Chargeoff Reimbursement
Ending Unreimbursed Principal Chargeoffs

Redraw Facility
Beginning Unreimbursed Principal Chargeoffs
Principal Chargeoff
Principal Chargeoff Reimbursement
Ending Unreimbursed Principal Chargeoffs

                                                                             138
<PAGE>

Investors Balance Outstanding Worksheet                     Aggregate  Aggregate
                                                               US$        A$

Class A-1 Notes
Initial Invested Amount
     previous Principal Distribution
     Principal Distribution  for current period
Total Principal Distribution to date
Beginning Invested Amount
Ending Invested Amount
Unreimbursed Principal Chargeoffs
Beginning Stated Amount
Ending Stated Amount

Class A-2 Notes
Initial Invested Amount
     previous Principal Distribution
     Principal Distribution  for current period
Total Principal Distribution to date
Beginning Invested Amount
Ending Invested Amount
Unreimbursed Principal Chargeoffs
Beginning Stated Amount
Ending Stated Amount

Class B Notes
Initial Invested Amount
     previous Principal Distribution
     Principal Distribution  for current period
Total Principal Distribution to date
Beginning Invested Amount
Ending Invested Amount
Unreimbursed Principal Chargeoffs
Beginning Stated Amount
Ending Stated Amount

Redraw Bonds - Series 1
Previous Initial Invested Amount
Initial Invested Amount
     Principal Distribution (after last Distribution Date)
     Principal Distribution  for current period
Total Principal Distribution to date
Beginning Invested Amount
Ending Invested Amount
Unreimbursed Principal Chargeoffs
Beginning Stated Amount
Ending Stated Amount

                                                                             139
<PAGE>

Redraw Bonds - Series 2
Previous Initial Invested Amount
Initial Invested Amount
     Principal Distribution (after last Distribution Date)
     Principal Distribution  for current period
Total Principal Distribution to date
Beginning Invested Amount
Ending Invested Amount
Unreimbursed Principal Chargeoffs
Beginning Stated Amount
Ending Stated Amount

Average Monthly Percentage
Current Balance of Arrears greater than 60 Days
Current Outstanding Loan Balance
Average Monthly Percentage
Monthly Percentage - Current Period
Monthly Percentage - Month 2
Monthly Percentage - Month 3
Monthly Percentage - Month 4
Monthly Percentage - Month 5
Monthly Percentage - Month 6
Monthly Percentage - Month 7
Monthly Percentage - Month 8
Monthly Percentage - Month 9
Monthly Percentage - Month 10
Monthly Percentage - Month 11
Monthly Percentage - Month 12

Stepdown Conditions
Years since initial Determination Date
Required Subordinated Percentage
Available Subordinated Percentage
Aggregate Unreimbursed Principal Chargeoffs
Required Class B Stated Amount Outstanding
Year less than 5, 2% Avg Mo.  Perc, Unreim C/O Maximum
Year less than 5, 4% Avg Mo.  Perc, Unreim C/O Maximum
5 less than = Year less than 6, Unreim C/O Maximum
6 less than = Year less than 7, Unreim C/O Maximum
7 less than = Year less than 8, Unreim C/O Maximum
8 less than = Year less than 9, Unreim C/O Maximum
9 less than = Year less than 6, Unreim C/O Maximum
Stepdown Condition less than 5 years
Stepdown Condition greater than & equal to 5 years
Year greater than = 5, 2% Avg Mo.  Perc, Unreim C/O Maximum
Year - Stepdown Condition Test
5
6
7
8
9

                                                                             140
<PAGE>

Year - Stepdown Class A Criteria     FALSE     TRUE     Class A Percentage

0                                       1       0.5                1.00
1                                       1       0.5                1.00
2                                       1       0.5                1.00
3                                       1         0                1.00
4                                       1         0                1.00
5                                       1       0.7                1.00
6                                       1       0.6                1.00
7                                       1       0.4                1.00
8                                       1       0.2                1.00
9                                       1         0                1.00
10                                      1         0                   -

Stepup Conditions
Step-up Date
Stepup margin   - Class A-1 Notes
                - Class A-2 Notes

                                                                             141
<PAGE>

                                  SCHEDULE 9

                       FORM OF RESIDUAL UNIT CERTIFICATE

                           RESIDUAL UNIT CERTIFICATE

                         Series 2000-1G Medallion Trust

                       Perpetual Trustee Company Limited
                                ACN 000 001 007
                                (the "Trustee")

                 Securitisation Advisory Services Pty. Limited
                                ACN 064 133 946
                                (the "Manager")


THIS IS TO CERTIFY THAT:



RESIDUAL UNITHOLDER: Commonwealth Bank of Australia
                     ACN 123 123 124
                     (the "Bank")

ADDRESS:             Level 8,
                     48 Martin Place
                     SYDNEY  NSW  2000

appears in the Register as the holder of the Residual Unit issued by the Trustee
as trustee of the Series 2000-1G Medallion Trust (the "Series Trust") as
constituted by a Master Trust Deed (the "Master Trust Deed") dated 8 October
1997 between the Manager and the Trustee, as amended from time to time, and a
Series Supplement (the "Series Supplement") dated [         ] between the Bank
(as Seller and Servicer), the Manager and the Trustee.

Unless expressly defined in this Unit Certificate or a contrary intention
appears, words and expressions used in this Unit Certificate have the same
meaning as in the Series Supplement.

The Residual Unit is issued and held by the Bank subject to the provisions of
the Master Trust Deed, the Series Supplement and a Security Trust Deed (the
"Security Trust Deed") dated [                ] between the Manager, the
Trustee, the Bank of New York, London Branch, and PT Limited, ACN 004 454 666
(as Security Trustee).  A copy of the Register, the Security Trust Deed, the
Master Trust Deed and the Series Supplement are available for inspection by the
Bank at the offices of the Trustee at Level 3, 39 Hunter Street, Sydney NSW
2000.

None of the Manager, the Seller, the Servicer, the Bank, or any Related Body
Corporate of the Bank guarantees the payment of amounts (if any) payable in
respect of the Residual Unit.

Neither the Manager nor the Trustee is under any obligation at any time to
repurchase or redeem the Residual Unit.

This Unit Certificate is not a certificate of title and the Register on which
this Residual Unit is registered is the only conclusive evidence of the title of
the Bank to the Residual Unit.

The Trustee issues the Residual Unit only in its role as trustee of the Series
Trust.  Any obligation or liability of the Trustee arising under or in any way
connected with the Series Trust under the Master Trust Deed, the Series
Supplement or any other Transaction Document to which the Trustee is a party is
limited to the extent to which it can be satisfied out of the Assets of the
Series Trust out of which the Trustee is actually indemnified for the obligation
or liability.  This limitation will not apply to any obligation or liability of
the Trustee only to the extent that it is not so satisfied because of any fraud,
negligence or wilful default on the part of the Trustee.  The Trustee will have
no liability for any act or omission of the Manager or of any other person
(other than a person whose acts or omissions the

                                                                             142
<PAGE>

Trustee is liable for in accordance with any Transaction Document).

The Residual Unit does not represent a deposit or other liability of the
Manager, the Seller, the Servicer, the Bank or any Related Body Corporate of the
Bank.  The Residual Unit is subject to investment risk, including possible
delays in payment and loss of income and principal invested. None of the
Manager, the Seller, the Servicer, the Bank or any Related Body Corporate of the
Bank stand in any way behind the capital value and/or performance of the Assets
held by the Series Trust.

Dated:

For and on behalf of
PERPETUAL TRUSTEE COMPANY LIMITED
as trustee of the Series Trust


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

                                                                             143
<PAGE>

                                  SCHEDULE 10

                              STEPDOWN PERCENTAGE


Determination of Stepdown Percentage

The Stepdown Percentage on a Determination Date is determined as follows.

1.     If the Stepdown Conditions are not satisfied on that Determination Date,
       the Stepdown Percentage is 100%.

2.     If the Stepdown Conditions are satisfied on that Determination Date, the
       Stepdown Percentage is 100% unless the following apply:

       (a)    if the Determination Date falls prior to the third anniversary of
              the Closing Date the Stepdown Percentage is 50%;

       (b)    if:

              (i)    the Determination Date falls on or after the third
                     anniversary of the Closing Date but prior to the tenth
                     anniversary of the Closing Date; and
              (ii)   the Class B Available Support on the Determination Date is
                     equal to or greater than two times the Class B Required
                     Support on the Determination Date;

              the Stepdown Percentage is 0%;

       (c)    if:

              (i)    paragraph (b) above does not apply;
              (ii)   the Determination Date falls on or after the fifth
                     anniversary of the Closing Date but prior to the tenth
                     anniversary of the Closing Date; and
              (iii)  the Class B Available Support on the Determination Date is
                     equal to or greater than the Class B Required Support on
                     the Determination Date;

              then:

              (i)    if the Determination Date falls on or after the fifth
                     anniversary of the Closing Date but prior to the sixth
                     anniversary of the Closing Date, the Stepdown Percentage is
                     70%;
              (ii)   if the Determination Date falls on or after the sixth
                     anniversary of the Closing Date but prior to the seventh
                     anniversary of the Closing Date, the Stepdown Percentage is
                     60%;

              (iii)  if the Determination Date falls on or after the seventh
                     anniversary of the Closing Date but prior to the eighth
                     anniversary of the Closing Date, the Stepdown Percentage is
                     40%;
              (iv)   if the Determination Date falls on or after the eighth
                     anniversary of the Closing Date but prior to the ninth
                     anniversary of the Closing Date, the Stepdown Percentage is
                     20%; or
              (v)    if the Determination Date falls on or after the ninth
                     anniversary of the Closing Date but prior to the tenth
                     anniversary of the Closing Date, the Stepdown Percentage is
                     0%; or

       (d)    if the Determination Date falls on or after the tenth anniversary
              of the Closing Date, the Stepdown Percentage is 0%.

Stepdown Conditions

The Stepdown Conditions are satisfied on a Determination Date if:

                                                                             144
<PAGE>

1.     the following applies:

       (a)    the Class B Available Support on the Determination Date is equal
              to or greater than two times the Class B Required Support on the
              Determination Date;

       (b)    the aggregate Stated Amount for the Class B Notes on the
              Determination Date is equal to or greater than 0.25% of the
              aggregate Initial Invested Amount of the Class B Notes;

       (c)    either:

              (i)    the Average Delinquent Percentage on the Determination Date
                     does not exceed 2% and the aggregate of all Unreimbursed
                     Principal Charge-offs on the Determination Date does not
                     exceed 30% of the aggregate of the Initial Invested Amounts
                     of the Class B Notes; or
              (ii)   the Average Delinquent Percentage on the Determination Date
                     does not exceed 4% and the aggregate of all Unreimbursed
                     Principal Charge-offs on the Determination Date does not
                     exceed 10% of the aggregate of the Initial Invested Amounts
                     of the Class B Notes; and

       (d)    the event referred to in Condition [ ]7.3(a) of the Class A-1 Note
              Conditions has not occurred on or prior to the Determination Date
              and is not expected to occur on or prior to the next Distribution
              Date thereafter; or

2.     the following applies:

       (a)    the Determination Date falls on or after the fifth anniversary of
              the Closing Date;

       (b)    the Average Delinquent Percentage on the Determination Date does
              not exceed 2%;

       (c)    the aggregate Stated Amount for the Class B Notes on the
              Determination Date is equal to or greater than 0.25% of the
              aggregate Initial Invested Amount of the Class B Notes; and

       (d)    the aggregate of all Unreimbursed Principal Charge-offs on the
              Determination Date does not exceed:

              (i)    if the Determination Date falls on or after the fifth
                     anniversary of the Closing Date but prior to the sixth
                     anniversary of the Closing Date, 30% of the aggregate of
                     the Initial Invested Amounts of the Class B Notes;
              (ii)   if the Determination Date falls on or after the sixth
                     anniversary of the Closing Date but prior to the seventh
                     anniversary of the Closing Date, 35% of the aggregate of
                     the Initial Invested Amounts of the Class B Notes;

              (iii)  if the Determination Date falls on or after the seventh
                     anniversary of the Closing Date but prior to the eighth
                     anniversary of the Closing Date, 40% of the aggregate of
                     the Initial Invested Amounts of the Class B Notes;
              (iv)   if the Determination Date falls on or after the eighth
                     anniversary of the Closing Date but prior to the ninth
                     anniversary of the Closing Date, 45% of the aggregate of
                     the Initial Invested Amounts of the Class B Notes; or
              (v)    if the Determination Date falls on or after the ninth
                     anniversary of the Closing Date, 50% of the aggregate of
                     the Initial Invested Amounts of the Class B Notes.

                                                                             145
<PAGE>

<TABLE>
<CAPTION>
EXECUTED as a deed.
<S>                                                   <C> <C>

SIGNED SEALED AND DELIVERED                           )
for and on behalf of COMMONWEALTH                     )
BANK OF AUSTRALIA by its Attorney                     )
under Power of Attorney Registered No.                )   ...............................
                                                      )   (Signature of Attorney)
who certifies that he or she is                       )
                                                      )
of Commonwealth Bank of Australia                     )
in the presence of:                                   )   ...............................
                                                          (Name of Attorney in full)

 ...............................
(Signature of Witness)

 ...............................
(Name of Witness in Full)


SIGNED SEALED AND DELIVERED                           )
for and on behalf of SECURITISATION                   )   ...............................
ADVISORY SERVICES LIMITED,                            )   (Signature of Attorney)
ACN 064 133 946 by its Attorney under a               )
Power of Attorney dated     and registered number     )
and who declares that he or she has not               )   ...............................
received any notice of the revocation of              )   (Name of Attorney in full
such Power of Attorney in the presence of:            )
                                                      )

 ...............................
(Signature of Witness)

 ...............................
(Name of Witness in Full)

SIGNED SEALED AND DELIVERED                           )
for and on behalf of PERPETUAL                        )
 TRUSTEE COMPANY LIMITED,                             )   ...............................
 ACN 000 001 007 by its Attorney under a              )   (Signature of Attorney)
 Power of Attorney dated     and registered number    )
and who declares that he or she has not               )
 received any notice of the revocation of             )   ...............................
 such Power of Attorney in the presence of:           )   (Name of Attorney in full)
                                                      )

 ...............................
(Signature of Witness)

 ...............................
(Name of Witness in Full)
</TABLE>

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